SUIC Worldwide Holdings Ltd 10-K/A for FY2022
SUIC Worldwide Holdings Ltd. (SUIC)
About this 10-K/A
SUIC Worldwide Holdings Ltd filed this 10-K/A on October 4, 2023, covering the fiscal year ended December 31, 2022 (FY2022).
Headline figures
Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $221K
- down 41.7% from $379K a year earlier
- Net loss
- $2419
- compared with net income of $12.02K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 2)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
For transition period ___ to ____
Commission
file number:
(Name of registrant in its charter)
| (State or jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
(Address of principal executive offices)
(
(Registrant's telephone number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF
THE EXCHANGE ACT:
None.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF
THE EXCHANGE ACT:
None.
Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐
Check whether the issuer
is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐
Check whether the issuer
(1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files).
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐
As of December 31, 2022,
the aggregate market value of the shares of the Registrant’s common stock held by non-affiliates (based upon the closing price
of such shares as reported on the OTC Bulletin Board was approximately $
On June 30, 2023, there were shares of the registrant’s common stock issued and outstanding.
SUIC Worldwide Holdings Ltd. (the “Company’) is filing this Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 30, 2023 (the “Original Filing”) to change the auditor report to June 30, 2023, since there is no other auditor procedure after that. Also, we change our CEO signature from Esther Jou to Hanwei Wang.
As required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, new certificates of our principal executive officer and principal financial officer are being filed as exhibits to this Amendment No. 2 on Form 10-K/A as Exhibits 31.1, 31.2, 32.1, and 32.2.
Except as described in this Explanatory Note, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing and we have not updated the disclosures contained therein to reflect any events which may have taken place at a date subsequent to the filing of the Original Filing. Accordingly, this Amendment No. 2 on Form 10-K/A should be read in conjunction with our filings with the SEC subsequent to the date of the Original Filing.
| PART I | |||
| Item 1. | Business | 4 | |
| Item 1A | Risk Factors | 5 | |
| Item 1B. | Unresolved Staff Comments | 8 | |
| Item 2. | Properties | 8 | |
| Item 3. | Legal Proceedings | 8 | |
| Item 4. | Mine and Safety Disclosures | 8 | |
| PART II | |||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 9 | |
| Item 6. | Selected Financial Data | 10 | |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 | |
| Item7A. | Quantitative and Qualitative Disclosures About Market Risk | 15 | |
| Item 8. | Financial Statements and Supplementary Financial Data | 15 | |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 15 | |
| Item 9A | Controls and Procedures | 15 | |
| Item 9B. | Other Information. | 16 | |
| PART III | |||
| Item 10. | Directors, Executive Officers and Corporate Governance | 17 | |
| Item 11. | Executive Compensation | 18 | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 19 | |
| Item 13. | Certain Relationships and Related Party Transactions, and director independence | 20 | |
| Item 14. | Principal Accountant Fees and Services | 20 | |
| PART IV | |||
| Item 15. | Exhibits, Financial Statements, Schedules | 21 | |
| SIGNATURES | 33 |
Forward-Looking Statements
Statements contained in this Annual Report include “forward-looking statements” within the meaning of such term in Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause actual financial or operating results, performances or achievements expressed or implied by such forward-looking statements not to occur or be realized. Forward-looking statements made in this Report generally are based on our best estimates of future results, performances or achievements, predicated upon current conditions and the most recent results of the companies involved and their respective industries. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “should,” “project,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” “potential,” “opportunity” or similar terms, variations of those terms or the negative of those terms or other variations of those terms or comparable words or expressions. Potential risks and uncertainties include, among other things, such factors as:
| • | our heavy reliance on limited number of consumers; | |
| • | Strong competition in our industry; | |
| • | increases in our raw material costs; and | |
| • | an inability to fund our capital requirements. |
Additional disclosures regarding factors that could cause our results and performance to differ from results or performance anticipated by this annual report are discussed in Item 1A. “Risk Factors.” Readers are urged to carefully review and consider the various disclosures made by us in this annual report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this annual report speak only as of the date hereof and we disclaim any obligation to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.
PART I
| ITEM 1. | BUSINESS |
SUIC Worldwide Holdings Ltd (SUIC) is a Nevada corporation incorporated on August 30, 2006, under the name Gateway Certifications, Inc. On November 16, 2009, our corporate name was changed to American Jianye Greentech Holdings, Ltd. On February 13, 2014, our corporate name was changed to AJ Greentech Holdings, Ltd. and on July 17, 2017, our corporate name was changed to Sino United Worldwide Consolidated Ltd. On November 9, 2022, our corporate name was changed to SUIC Worldwide Holdings Ltd.
From November 2009 until October, 2013, through our China and Taiwan subsidiaries, we were engaged renewable energy business. From October 2013 until September, 2017, through our Taiwan subsidiary, we were engaged in the driving record management system (DMS). Both Subsidiaries was spun off through stock transfer and debt cancellation for the best interest of shareholder.
From 2018 to present, the Company focused in products and services that adopt IT, cloud computing, mobile payments, Big Data, Blockchain and AI, and other new and exciting business models that will create revolutionary products and services. On August 7, 2021, the Company has acquired 49% of the registered shares of Midas Touch Technology Co. Ltd., a digital asset management platform and company registered in the U.K. From 2020 to present, the Company through promissory notes becomes major creditor and stakeholder in Beneway Holdings Group (its corporate name was changed from Sinoway International Corp.). As of December 31, 2022, Midas Touch Technology Co. Ltd., doesn’t have any operation and net assets. The company works with Beneway Holdings Group in several new business ventures with focus on the following fields:
1. Fintech platform: Through its global digital asset management platform and fintech products, Beneway Holdings Group connects borrower and lenders, comprising of digital wallets, electronic cards, P2P lenders, suppliers, manufacturers. Building strategic partnerships by bridging the various stakeholders in providing a holistic financial delivery ecosystem. Three major financial products are Beneway Flash Pay™, Beneway CQ Pay™ and Beneway Unified Procurement™ that help merchants to focus on business and marketing development. The company has signed letters of intent with several entities who are interested to participate in this business. Please refer to subsequent events.
2. Food Supply Chain Integration: Food Industry Supply Chain Integration: Beneway Holdings Group is working to promote the processes of integration for bringing reputable and distinguished overseas food product brands to the United States and globally. Food products are supplied from various origins, including ISO and HACCP-certified central kitchen food processing & production facilities, and distributed through online and offline smart store equipment systems, one-stop operation sales services, and facilitated by investments through capital management and mergers & acquisitions for vertical integration of the supply chain. The company has signed and shared letters of intents with I.Hart Company Limited, and the established supply chain integration in Taiwan will support Beneway’s food industry integration for product distribution through the US as well as globally. Please refer to subsequent events.
3. Global Franchise Expansion: With the five established franchise brands under I.Hart Company Limited and other well-known franchise brands in Asia, Beneway is planning to aggressively achieve its global franchise goal by fine-tuning the right mix of media-based marketing strategies, including search engine optimization, paid advertising, leveraging public relations on digital platforms, and maximizing conversion-based metrics through demographic targeting, geofencing, pay-per-click advertising, social medial publishing and management, hyper-local franchise marketing and much more. To maximize the growth and performance of the franchise goals, Beneway has identified several nationally-renowned franchise marketing and consulting companies to launch its franchise campaign nationally.
4. Supply Chain Integration of other industries: Beneway Holdings Group has identified several other industries for future expansion: medical and healthcare, high-tech digital AI systems, environmental protections, and energy related production. This will be accomplished through Beneway Holdings Group chief marketing plan, known as “The Starry Project”, to build extensive networks focused on streamlining the distribution of products and increase the sales and market shares of the products in all 50 states of America. This will all be facilitated through Beneway’s fintech solutions that allow for fast financing capabilities for business development, and capital investment dedicated to select mergers and acquisitions in the vertical integration of our supply chain model.
| 4 |
Our Business Model and Objectives
The Company will continue to strengthen our competencies in research and development, venture financing for investing in the private enterprises and the public sector to develop products and services that adopt IoT, cloud computing, mobile payments, Big Data, Blockchain and AI, and other new and exciting business models that will create revolutionary products and services. The company has signed four letters of intent with entities who are interested to work with the company on the share exchange pending up to the merger, stock price and related work. For more detail please refer to subsequent events.
Competitive Advantages
The Company focuses on small and micro-cap companies with traditionally difficult access to capital. We provide specialized consulting services to help companies operate in the public markets. Our management team is experienced in risk management and exit planning. The Company’s competitive advantages include a global business network of healthcare, investment and financial professionals who are integrated into the technology licensing and commercialization departments of universities and institutions. In summary, our services and capital speed up the development and commercialization of our customers’ products.
Material Agreements
The company has signed several franchise brand and distribution contracts. Please refer to subsequent events.
Employees
The company currently has 6 partners and employees in the Taiwan office, 1 director and employee in the Malaysia office and 2 partners and employees in the U.S. office.
| ITEM 1A. | RISK FACTORS |
Risks Related to Our Organization, Structure and Business
You should carefully consider the risks described below before buying our common stock. If any of the risks described below actually occurs, that event could cause the trading price of our common stock to decline, and you could lose all or part of your investment.
Downturns in general economic and market conditions could materially and adversely affect our business.
The IT-communications, mobile apps and blockchain industries are most susceptible to, and greatly affected by economic downturns and policy uncertainties. We have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries, including increased expenses as we continue to grow our business. If we do not manage these risks and overcome these difficulties successfully, our business will suffer.
If we are not able to compete effectively with other competitors, our prospects for future growth will be jeopardized.
There is significant competition in both the software industry and the blockchain industry with more established companies. We are not only competing with other software and blockchain providers but also with companies offering different kind of software and blockchain solutions, which are usually more established and have greater resources to devote to research and development, manufacturing and marketing than we have. Our competitors may promote these software and blockchain solutions which are more readily accepted by customers than our products and maybe required to reduce the prices of our products in order to remain competitive. Our competitors may also seek to use our financial difficulties in marketing against us.
| 5 |
Our board of directors may change our investment or operation objectives and strategies without shareholders’ consent.
Our board of directors determines our major policies, including decisions regarding financing, growth, debt capitalization, distributions and other material events. Our board of directors may amend or revise these and other policies without a vote of the shareholders. Under our Articles of Incorporation and Bylaws, our directors generally have a right to vote only on the following matters:
| • | the election or removal of director; | |
| • | the amendment of our charter, except that our board of directors may amend our charter without shareholders’ approval to: | |
| • | change our name; | |
| • | change the name or other designation or the par value of the Common Stock; | |
| • | increase or decrease the aggregate number of Common Stock that we have the authority to issue; | |
| • | increase or decrease the number of our Common Stock that we have the authority to issue; | |
| • | effect certain reverse Common Stock splits; | |
| • | our liquidation and dissolution; | |
| • | our being a party to a merger, consolidation, sale or other disposition of all or substantially all of our assets or statutory merger or acquisition. |
All other matters are subject to the discretion of our board of directors.
We may be unable to attract and retain qualified, experienced, highly skilled personnel, which could adversely affect the implementation of our business plan.
Our success depends to a significant degree upon our ability to attract, retain and motivate skilled and qualified personnel. As we become a more mature company in the future, we may find recruiting and retention efforts more challenging. If we do not succeed in attracting, hiring and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively. The loss of any key employee or contractor, including shareholders of our senior management team, and our inability to attract highly skilled personnel with sufficient experience in our industries could harm our business.
Currency fluctuations may adversely affect our operating results.
Company generates revenues and incurs expenses and liabilities in foreign currency. However, it will report its financial results in the United States in U.S. Dollars. As a result, our financial results will be subject to the effects of exchange rate fluctuations between these currencies. Any events that result in a devaluation of the foreign currency versus the U.S. Dollar will have an adverse effect on our reported results. We have not entered into agreements or purchased instruments to hedge our exchange rate risks.
We are not likely to hold annual shareholder meetings in the near future.
Management does not expect to hold annual meetings of shareholders in the near future, due to the expense involved. The current members of the Board of Directors were appointed to that position by the previous directors. If other directors are added to the Board in the future, it is likely that the current directors will appoint them.
Risks Related to Our Stockholders and Purchasing Shares of Common Stock
Your percentage of ownership may become diluted if we issue new Common Stock or other securities.
Our board of directors is authorized, without your approval, to cause us to issue additional Common Stock to raise capital through the issuance of Common Stock (including equity or debt securities convertible into Common Stock), and other rights, on terms and for consideration as our board of directors in its sole discretion may determine. Any such issuance could result in dilution of the equity of our shareholders.
| 6 |
We have not voluntarily implemented various corporate governance measures.
Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight and the adoption of a Code of Ethics. Our board of directors expects to adopt a Code of Ethics at a future board meeting. The Company has not adopted exchange-mandated corporate governance measures and, since our securities are not listed on a national securities exchange, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.
We may be exposed to potential risks relating to our internal control over financial reporting.
As directed by Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”), the SEC has adopted rules requiring public companies to include a report of management on the Company’s internal control over financial reporting in its annual reports. While we expect to expend significant resources in developing the necessary documentation and testing procedures required by SOX 404, there is a risk that we will not comply with all of the requirements imposed thereby. At present, there is no precedent available with which to measure compliance adequately. In the event we identify significant deficiencies or material weaknesses in our internal control over financial reporting that we cannot remediate in a timely manner, investors and others may lose confidence in the reliability of our financial statements and our ability to obtain equity or debt financing could suffer.
We have a large number of authorized but unissued shares of our common stock.
We have a large number of authorized but unissued shares of common stock, which our management may issue without further stockholder approval, thereby causing dilution of your holdings of our common stock. Our management will continue to have broad discretion to issue shares of our common stock in a range of transactions, including capital-raising transactions, mergers, acquisitions and other transactions, without obtaining stockholder approval, unless stockholder approval is required. If our management determines to issue shares of our common stock from the large pool of authorized but unissued shares for any purpose in the future, your ownership position would be diluted without your further ability to vote on that transaction.
Shares of our common stock may continue to be subject to illiquidity because our shares may continue to be thinly traded and may never become eligible for trading on a national securities exchange.
While we may at some point be able to meet the requirements necessary for our common stock to be listed on a national securities exchange, we cannot assure you that we will ever achieve a listing of our common stock on a national securities exchange. Our shares will only eligible for quotation on the OTC Markets, which is not an exchange. Initial listing on a national securities exchange is subject to a variety of requirements, including minimum trading price and minimum public “float” requirements, and could also be affected by the general skepticism of such markets concerning companies that are the result of mergers with inactive publicly-held companies. There are also continuing eligibility requirements for companies listed on public trading markets. If we are unable to satisfy the initial or continuing eligibility requirements of any such market, then our stock may not be listed or could be delisted. This could result in a lower trading price for our common stock and may limit your ability to sell your shares, any of which could result in you losing some or all of your investments.
| 7 |
The market valuation of our business may fluctuate due to factors beyond our control and the value of your investment may fluctuate correspondingly.
The market valuation of emerging growth companies, such as us, frequently fluctuate due to factors unrelated to the past or present operating performance of such companies. Our market valuation may fluctuate significantly in response to a number of factors, many of which are beyond our control, including:
| i. | changes in securities analysts’ estimates of our financial performance, although there are currently no analysts covering our stock;
| |
| ii. | fluctuations in stock market prices and volumes, particularly among securities of emerging growth companies;
| |
| iii. | changes in market valuations of similar companies;
| |
| iv. | announcements by us or our competitors of significant contracts, new technologies, acquisitions, commercial relationships, joint ventures or capital commitments;
| |
| v. | variations in our quarterly operating results;
| |
| vi. | fluctuations in related commodities prices; and
| |
| vii. | additions or departures of key personnel. |
As a result, the value of your investment in us may fluctuate.
We have never paid dividends on our common stock.
We have never paid cash dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. Investors should not look to dividends as a source of income.
In the interest of reinvesting initial profits back into our business, we do not intend to pay cash dividends in the foreseeable future. Consequently, any economic return will initially be derived, if at all, from appreciation in the fair market value of our stock, and not as a result of dividend payments.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
Not applicable for smaller reporting companies.
| ITEM 2. | PROPERTIES |
Our company has a rental office which is located at 136-20 38th Ave. Unit 3G Flushing, NY 11314, USA. Telephone no. is 929-391-2550.
| ITEM 3. | LEGAL PROCEEDINGS |
None.
| ITEM 4. | MINE AND SAFETY DISCLOSURES |
Not Applicable.
| 8 |
PART II
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
Market for Our Common Stock
The following table sets forth, for the periods indicated, the high and low closing prices of our common stock. These prices reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.
| Closing Prices (1) | ||||||||||
| High | Low | |||||||||
| Year Ended December 31, 2022 | ||||||||||
| 1st Quarter | $ | 0.4500 | $ | 0.4500 | ||||||
| 2nd Quarter | $ | 0.3500 | $ | 0.3100 | ||||||
| 3rd Quarter | $ | 0.3100 | $ | 0.1800 | ||||||
| 4th Quarter | $ | 0.2360 | $ | 0.2000 | ||||||
| Year Ended December 31, 2021 | ||||||||||
| 1st Quarter | $ | 5.00 | $ | 0.50 | ||||||
| 2nd Quarter | $ | 20.00 | $ | 1.97 | ||||||
| 3rd Quarter | $ | 2.72 | $ | 1.01 | ||||||
| 4th Quarter | $ | 1.35 | $ | 0.37 | ||||||
| (1) | The above tables set forth the range of high and low closing prices per share of our common stock as reported by OTC Bulletin Board and the Pink Sheets, as applicable, for the periods indicated. |
Approximate Number of Holders of Our Common Stock
On December 31, 2022, there were approximately 81 stockholders of record of our common stock.
Dividend Policy
The Company has not declared or paid cash dividends or made distributions in the past, and we do not anticipate that we will pay cash dividends or make distributions in the foreseeable future. We currently intend to retain and reinvest future earnings, if any, to finance our operations.
Recent Sales of Unregistered Securities
None.
Repurchase of Equity Securities.
There is no sale of unregistered securities during the fiscal year ending December 31, 2022.
Securities Authorized for Issuance under Equity Compensation Plans
We currently do not have any equity compensation plans.
| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On January 24, 2019, we filed a certificate of designation setting forth the rights, preferences and privileges of a new series of preferred stock designated as the series A convertible preferred stock and series C convertible preferred stock. Each share of series A preferred stock is convertible into 50 shares of common stock and each share of series C preferred stock is convertible into 20 shares of common stock.
| 9 |
Please refer to 8-K filed on January 30, 2019.
On July 16, 2021, the Company filed a Certificate of Amendment with the Secretary of State of Nevada changing the name of the Company to SUIC Worldwide Holdings Ltd. The change of name was effective on November 9, 2022 upon FINRA Approval. No other change was made to the Certificate of Incorporation.
Please refer to 8-K filed on July 16, 2022.
| ITEM 6. | SELECTED FINANCIAL DATA |
Not applicable for smaller reporting companies.
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
This Annual Report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "management believes" and similar language. The forward-looking statements are based on the current expectations of the Company and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. Actual results may differ materially from results anticipated in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them.
Investors are also advised to refer to the information in our previous filings with the Securities and Exchange Commission (SEC), especially on Forms 10-K, 10-Q and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.
Overview
From 2018 to present, the Company focused in products and services that adopt IT, cloud computing, mobile payments, Big Data, Blockchain and AI, and other new and exciting business models that will create revolutionary products and services. On August 7, 2021, the Company has acquired 49% of the registered shares of Midas Touch Technology Co. Ltd., a digital asset management platform and company registered in the U.K. From 2020 to present, the Company through promissory notes becomes major creditor and stakeholder in Beneway Holdings Group (its corporate name was changed from Sinoway International Corp.). As of December 31, 2022, Midas Touch Technology Co. Ltd., doesn’t have any operation and net assets. The company works with Beneway Holdings Group in several new business ventures with focus on the following fields:
1. Fintech platform: Through its global digital asset management platform and fintech products, Beneway Holdings Group connects borrower and lenders, comprising of digital wallets, electronic cards, P2P lenders, suppliers, manufacturers. Building strategic partnerships by bridging the various stakeholders in providing a holistic financial delivery ecosystem. Three major financial products are Beneway Flash Pay™, Beneway CQ Pay™ and Beneway Unified Procurement™ that help merchants to focus on business and marketing development. The company has signed letters of intent with several entities who are interested to participate in this business. Please refer to subsequent events.
2. Food Supply Chain Integration: Food Industry Supply Chain Integration: Beneway Holdings Group is working to promote the processes of integration for bringing reputable and distinguished overseas food product brands to the United States and globally. Food products are supplied from various origins, including ISO and HACCP-certified central kitchen food processing & production facilities, and distributed through online and offline smart store equipment systems, one-stop operation sales services, and facilitated by investments through capital management and mergers & acquisitions for vertical integration of the supply chain. The company has signed and shared letters of intents with I.H Art Company Limited, and the established supply chain integration in Taiwan will support Beneway’s food industry integration for product distribution through the US as well as globally. Please refer to subsequent events.
| 10 |
3. Global Franchise Expansion: With the five established franchise brands under I.H Art Company Limited and other well-known franchise brands in Asia, Beneway is planning to aggressively achieve its global franchise goal by fine-tuning the right mix of media-based marketing strategies, including search engine optimization, paid advertising, leveraging public relations on digital platforms, and maximizing conversion-based metrics through demographic targeting, geofencing, pay-per-click advertising, social medial publishing and management, hyper-local franchise marketing and much more. To maximize the growth and performance of the franchise goals, Beneway has identified several nationally-renowned franchise marketing and consulting companies to launch its franchise campaign nationally.
4. Supply Chain Integration of other industries: Beneway Holdings Group has identified several other industries for future expansion: medical and healthcare, high-tech digital AI systems, environmental protections, and energy related production. This will be accomplished through Beneway Holdings Group chief marketing plan, known as “The Starry-Project”, to build extensive networks focused on streamlining the distribution of products and increase the sales and market shares of the products in all 50 states of America. This will all be facilitated through Beneway’s fintech solutions that allow for fast financing capabilities for business development, and capital investment dedicated to select mergers and acquisitions in the vertical integration of our supply chain model.
Certain amounts in last year’s financial statements have been reclassified to conform to current year presentation.
Our Business Model and Objectives
The Company will continue to strengthen our competencies in research and development, venture financing for investing in the private enterprises and the public sector to develop products and services that adopt IoT, cloud computing, mobile payments, Big Data, Blockchain and AI, and other new and exciting business models that will create revolutionary products and services. The company has signed four letters of intent with entities who are interested to work with the company on the share exchange pending up the merger, stock price and related work. For more detail please refer to subsequent events.
Competitive Advantages
The Company focuses on small and micro-cap companies with traditionally difficult access to capital. We provide specialized consulting services to help companies operate in the public markets. Our management team is experienced in risk management and exit planning. The Company’s competitive advantages include a global business network of healthcare, investment and financial professionals who are integrated into the technology licensing and commercialization departments of universities and institutions. In summary, our services and capital speed up the development and commercialization of our customers’ products.
Material Agreements
The company has signed several franchise brand and distribution contracts. Please refer to subsequent events.
Results of Operations
Years ended December 31, 2022 and 2021
Revenue
The Company recognized $221,000 and $379,000 of revenue from continuing operation during the year ended December 31, 2022 and 2021, respectively. Our revenue from continuing operation were generated from the I.T. management consulting services.
Other income from Cancellation of Liability
The Company cancelled the accrued salaries of $30,000 of CEO Yanru Zhou.
Cost of Revenues
Cost of revenues from continuing operations were $82,143 and $96,000 for the years ended December 31, 2022 and 2021, respectively. The cost of revenues were direct fees related to our I.T. management consulting services.
| 11 |
General and Administrative Expenses
General and administrative expenses from continuing operations were $64,364 and $266,416 for the years ended December 31, 2022 and 2021, respectively. The decrease was primarily due to the decrease in professional fees paid for marketing activities.
Bad Debts expense
Bad debts expenses was $105,000 and $0 for the year ended December 31, 2022 and 2021 which included the uncollectible accounts of iDrink Technology Co. Ltd. and of Theresa Hwa.
Interest expense
Interest expenses from continuing operation was $21,002 and $18,447 for the year ended December 31, 2022 and 2021 which included the interest on the convertible promissory notes.
Profits (Loss) from continuing operations
The Company generated profits (loss) from continuing operations of ($2,419) and $12,024 for the years ended December 31, 2022 and 2021, respectively.
Net profits (loss)
As a result of the foregoing, the Company generated net profit (loss) of operations of $($2,419) and $12,024 for the years ended December 31, 2022 and 2021, respectively.
Liquidity and Capital Resources
We have funded our operations to date primarily through operations, and non-related party loans. The Company’s management recognizes that the Company must generate sales and obtain additional financial resources to continue to develop its operations
As of December 31, 2022, we had a working capital deficit of $223,015.55. Our current assets on December 31, 2022 were $408,579.46 primarily consisting of accounts receivables $362,525 and Short Term Investment - Held-For-Trading – iDrink Technology Co. Ltd., Taiwan $30,000, other receivables $146,078, and cash $16,072. Our current liabilities were $631,613 primarily composed of convertible promissory notes of $287,000, short term debts $172,734, accrued expenses and other current liabilities of $170,115 and credit card payable of $1,764.
Cash Flow from Operating Activities
Net cash used in operating activities was $13,778 during the year ended December 31, 2022, which consisted of our net loss from continuing operation of ($2,419), primarily enhanced by a change of accounts receivables $23,500 (including write off accounts receivable of $55,000) and loans receivables $35,574 (which involving non-cash transaction of cancellation of loans receivable of $50,000), a change in accrued expenses of $16,519 (including cancellation of liabilities in amount of $30,000) , and a change of credit card payable of $464.
Net cash used in operating activities was $168,142 during the year ended December 31, 2021, which consisted of our net profits from continuing operation of $12,024, offset by an aggregation effect of change of accounts receivables $189,025 and loans receivables $81,900, a change in accrued expenses of $91,056 and a change of credit card payable of $2,228.
| 12 |
For the Statements of Cash Flows see F-5.
Cash Flow from Investing Activities
Cash Flow from Investing Activities
Net cash used in investing activities totaled $0 for the year ended December 31, 2022 .
Net cash used in investing activities totaled $0 for the year ended December 31, 2021.
Cash Flow from Financing Activities
Net cash used in financing activities was $0 during the year ended December 31, 2022.
Net cash used in financing activities was $172,734 during the year ended December 31, 2021, which primarily consisted of proceeds from related party loan of $172,734.
For the Statements of Cash Flows see F-5.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.
Inflation
We do not believe our business and operations have been materially affected by inflation
Critical Accounting Policies and Estimates
This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principle generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
A summary of significant accounting policies is included in Note 3 to the consolidated financial statements included in this Annual Report. Of these policies, we believe that the following items are the most critical in preparing our financial statements.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions.
Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any. Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received.
| 13 |
Inventories
Inventories consists of products purchased and are valued at the lower of cost or net realizable value. Cost is determined on the weighted average cost method. The Company reduces inventories for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated net realizable value. Factors utilized in the determination of estimated net realizable value include (i) current sales data and historical return rates, (ii) estimates of future demand, (iii) competitive pricing pressures, (iv) new product introductions, (v) product expiration dates, and (vi) component and packaging obsolescence.
The Company evaluates its current level of inventories considering historical sales and other factors and, based on this evaluation, classify inventory markdowns in the income statement as a component of cost of goods sold pursuant to Paragraph 420-10-S99 of the FASB Accounting Standards Codification to adjust inventories to net realizable value. These markdowns are estimates, which could vary significantly from actual requirements if future economic conditions, customer demand or competition differ from expectations.
Revenue Recognition
The Company’s revenue recognition policies are in compliance with ASC 606. Revenue is recognized when the promised goods or services are transferred to the customer. The amount of revenue recognized should equal the total consideration an entity expects to receive in return for the goods or services.
Our revenues are primarily generated by providing professional services and software products, consulting and other professional services to our clients and are billable to our clients based on the services provided, or achieved outcomes. Revenues are primarily driven by the total value, scope, and terms of the consulting contracts. We also engage independent contractors to supplement our revenue-generating professionals on client engagements as needed.
We adopt a fixed fee billing arrangement and agree to a pre-established fee in exchange for a predetermined set of professional services. We set the fees based on our estimates of the costs and timing for completing the engagements.
Our quarterly results are impacted principally by the total value, scope, and terms of our client contracts. Our utilization rate can be affected by seasonal variations in the demand for our services from our clients.
Our operating expenses include professional fees, technology costs, software and data hosting expenses, rent and other office related expenses.
Foreign Currency Translation
The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash.
The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the consolidated statements of comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated statements of comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the statement of comprehensive income (loss).
| 14 |
Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiaries’ local currencies to be their respective functional currencies.
Foreign currency translation gains (loss) resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining accumulated other comprehensive income in the consolidated statement of stockholders’ equity.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Not required for smaller reporting companies.
Most Recent accounting pronouncements
Refer to note 2 in the accompanying consolidated financial statements.
Impact of Most Recent Accounting Pronouncements
There were no recent accounting pronouncements that have had a material effect on the Company’s financial position or results of operations.
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA |
Financial Statements
The full text of our audited consolidated financial statements as of December 31, 2022 and 2021 begins on page F-1 of this Report.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
There were no recent changes in auditor appointment and engagement.
| ITEM 9A. | CONTROLS AND PROCEDURES. |
Evaluation of disclosure controls and procedures.
The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in the reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to the Company's management, including the Company's chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
During the course of internal evaluation, following control weaknesses are noted for the fiscal year ended December 31, 2022 that required correction:
| • | no independent director exists in the Board of Directors, and the directors have little understanding about U.S. GAAP and Sarbanes-Oxley Act 404 requirements in 2022. |
Based upon their evaluation as of the end of the period covered by this annual report, the Company's chief executive officer and chief financial officer concluded that, due to the significant deficiencies in internal control over financial reporting described below, the Company's disclosure controls and procedures are not effective as of December 31, 2022.
| 15 |
Changes in internal controls.
The term “internal control over financial reporting” (defined in SEC Rule 13a-15(f)) refers to the process of a company that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated any changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of the year covered by this annual report, and they have concluded that there was no change to the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Due to inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified some material weaknesses in our internal control over financial reporting.
We lack sufficient personnel with the appropriate level of knowledge, experience and training in the application of accounting operations of our company. This weakness causes us to not fully identify and resolve accounting and disclosure issues that could lead to a failure to perform timely internal control and reviews.
Management is currently reviewing its staffing and systems in order to remedy the weaknesses identified in this assessment. However, because of the above condition, management’s assessment is that the Company’s internal controls over financial reporting were not effective as of December 31, 2022. Additionally, the Registrant’s management has concluded that the Registrant has a material weakness associated with its U.S. GAAP expertise.
This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
| ITEM 9B. | OTHER INFORMATION. |
None.
| 16 |
PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
The following table sets forth: (1) names and ages of all persons who presently are and who have been selected as directors and executive officers of the Registrant; (2) all positions and offices with the Registrant held by each such person; (3) any period during which he or she has served a such. All directors hold office until the next annual meeting of our shareholders and until their successors have been elected and qualify. Officers serve at the pleasure of the Board of Directors.
| Name (1) | Age | Title | ||||
| Bill Tan Yee Wei | 51 | Chief Technology Officer, Director | ||||
| Esther Jou | 27 | Chief Executive Officer, Director | ||||
| Yanru Zhou | 28 | Chief Finance Officer | ||||
On Feb 28, 2018, the board of Director (the “Board”) of the Company appointed Yanru Zhou as Chief Executive Officer of the firm. Ms. Zhou received her undergraduate education in China.
On December 31, 2019, the Board of Directors (the “Board”) of the Company appointed Bill Tan Yee Wei as Chief Technology Officer of the firm. Mr. Wei has more than 18 years of total working experiences in different industries with Lean Manufacturing and Six Sigma Black Belt skills. He has hands on experiences in Supply Chain Management, Procurement, Quality Assurance, Inventory, Sales, Production, Logistic, Project Management, Transport Management and Distribution exposure. Mr. Wei has received his Bachelor of Science, Mechanical Engineer degree at West Virginia University Institute of Technology, WV, USA.
On November 1, 2021, the Board of the Company appointed Ms. Esther Jou as Director of the firm. Ms. Jou graduated from the University of Pennsylvania in 2018 and is currently pursuing Master’s degree. She is the manager of the New York office in charge of marketing roadshow and investor relations.
On March 30, 2023, the Board of Directors of the Company appointed Ms Esther Jou as Chief Executive Officer of the firm. The Directors have been presented with the resignation of Ms. Yanru Zhou of her positions as Chief Executive Officer and director.
Nominating, Compensation and Audit Committees
The Board of Directors does not have an audit committee, a compensation committee or a nominating committee, due to the small size of the Board. The Board does also not have an “audit committee financial expert” within the definition given by the Regulations of the Securities and Exchange Commission.
Section 16(A) Beneficial Ownership Reporting Compliance
Under U.S. securities laws, directors, certain executive officers and persons holding more than 10% of our common stock must report their initial ownership of the common stock, and any changes in that ownership, to the SEC.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws (except where not subsequently dismissed without sanction or settlement), or from engaging in any type of business practice, or a finding of any violation of federal or state securities laws. To the best of our knowledge, no petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of any of our directors or officers, or any partnership in which any of our directors or officers was a general partner at or within two years before the time of such filing, or any corporation or business association of which any of our directors or officers was an executive officer at or within two years before the time of such filing. Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.
| 17 |
Code of Ethics
The Board of Directors has not adopted a code of ethics applicable to the Company’s executive officers. The Board believes that the small number of individuals involved in the Company’s management makes such a code unnecessary.
Board Attendance
During 2022, the board of directors did not hold any meetings. All actions were taken by actions in writing.
| ITEM 11. | EXECUTIVE COMPENSATION |
The following summary compensation table indicates the cash and non-cash compensation earned during the years ended December 31, 2022 and December 31, 2021 by each person who served as chief executive officer during the year ended December 31, 2022.
SUMMARY COMPENSATION TABLE
| Fiscal | Salary | Bonus | Stock Awards | All Other Compensation | Total | |||||||||||||||||||
| Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||
| Yanru Zhou Chief Executive and Financial Officer (1) | 2022 | 0 | 0 | 10,000 | 0 | 0 | ||||||||||||||||||
| (1) Ms. Yanru Zhou has served as chief executive and financial officer since Feb. 28 2018 to December 31, 2019. She signed a new employment agreement effective January 1, 2020 whereby she is entitled to a compensation of 10,000 shares of stock of the Company each year. | ||||||||||||||||||||||||
| Bill Tan Yee Wei Chief Technology Officer (2) | 2022 | 0 | 0 | 5,000 | 0 | 0 | ||||||||||||||||||
| (2) Mr. Wei is appointed as Chief Technology Officer on December 31, 2019. He signed an employment agreement effective January 1, 2020 whereby he is entitled to a compensation of 5,000 shares of stock of the Company each year starting from 2021. | ||||||||||||||||||||||||
| Esther Jou (3) | 2022 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
| (3) Ms. Esther Jou is appointed as Director on November 1, 2021. She waived any compensation for her services. | ||||||||||||||||||||||||
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of December 31, 2022.
| Option awards | Stock awards | |||||||||||||||||||||||||||||||
Name and Principal Position |
Number of Securities Underlying Unexercised Options Exercisable |
Number of Securities Underlying Unexercised Options Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock that Have Not Vested |
Market Value of Shares or Units of Stock that Have Not Vested |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested |
||||||||||||||||||||||||
Yanru Zhou CEO |
— | — | $ | — | — | — | — | — | — | |||||||||||||||||||||||
Bill Tan Yee Wei CTO |
— | — | $ | — | — | — | — | — | — | |||||||||||||||||||||||
| 18 |
Remuneration of Directors
None of the members of the Board of Directors receives remuneration for service on the Board.
Executive Employment Contracts
We have employment agreements with Yanru Zhou, CEO on Feb. 28, 2018 for 5 years, subject to automatic renewals of another 5 years. She is entitled to a compensation of 10,000 shares of stock of the Company each year.
Equity Compensation Plan Information
We do not have any compensation plan as of December 31, 2022.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
Security Ownership of Certain Beneficial Owners and Management
The following table summarizes certain information regarding the beneficial ownership (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) of outstanding Registrant Common Stock as of December 31, 2022 by (i) each person known by us to be the beneficial owner of more than 5% of the outstanding Common Stock, (ii) each of our directors, (iii) each of our named executive officers, and (iv) all executive officers and directors as a group. Except as indicated in the footnotes below, the security and stockholders listed below possess sole voting and investment power with respect to their shares.
| Name and Address of Beneficial Owner (1) | Amount and Nature of Beneficial Ownership (2) |
Percentage of Class (2) | ||||||
| Zhou Yanru | 5,500,000 | 16.42 | % | |||||
| Youxin Peng | 5,500,000 | 16.42 | % | |||||
| Zhirong Peng | 5,500,000 | 16.42 | % | |||||
| North America Chinese Financial Association | 2,560,000 | 7.64 | % | |||||
| Faith and Glory Charity Foundation | 3,000,000 | 8.95 | % | |||||
| All Directors and Executive Officers as a Group (1 person) | 22,060,000 | 65.84 | % | |||||
(1) "Beneficial Owner" means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition of beneficial ownership includes shares, underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power.
(2) For each shareholder, the calculation of percentage of beneficial ownership is based upon 33,503,604 shares of Common Stock outstanding as of December 31, 2022, and shares of Common Stock subject to options, warrants and/or conversion rights held by the shareholder that are currently exercisable or exercisable within 60 days, which are deemed to be outstanding and to be beneficially owned by the shareholder holding such options, warrants, or conversion rights. The percentage ownership of any shareholder is determined by assuming that the shareholder has exercised all options, warrants and conversion rights to obtain additional securities and that no other shareholder has exercised such rights.
EMPLOYMENT AGREEMENTS
We have employment agreements with CEO, Yanru Zhou on Feb. 28, 2018 for 5 years, subject to automatic renewals of another 5 years she is entitled to a compensation of 10,000 shares of stock of the Company each year.
Equity Compensation Plan Information
As of the date of this Form 10-K, the Company has not authorized any equity compensation plan, nor has our Board of Directors authorized the reservation or issuance of any securities under any equity compensation plan.
| 19 |
Changes in Control
We change our director from Yanru Zhou to Esther Jou on March 31, 2023, who posseses adequate knowledge of U.S GAAP and Sarbanes-Oxley Act 404, as well as understanding of the Company. She is responsible for helping design and improve the ICFR and accounting job of our Company by adopting procedures and processes to meet control objectives, addressing risks, reducing occurrences of unnecessary cost or effort and strengthen governance. In addition, she reviews the ICFR and remedy its drawback for this 10K.
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS. |
Transactions with Related Persons
During the year of 2022, the Company had no advances from related parties.
Director Independence
Currently, we have no independent directors on our Board of Directors, and therefore have no formal procedures in effect for reviewing and pre-approving any transactions between us, our directors, officers and other affiliates. We will use our best efforts to insure that all transactions are on terms at least as favorable to the Company as we would negotiate with unrelated third parties.
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
| 2022 | 2021 | |||||||
| Audit fees(1) | $ | 6,340 | $ | 10,550 | ||||
| Audit-related fees | $ | — | $ | — | ||||
| Tax fees(2) | $ | — | $ | — | ||||
| All other fees | $ | — | $ | — | ||||
| Total | $ | 6,340 | $ | 10,550 | ||||
| (1) | Consists of fees billed for the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements. |
| (2) | “Tax Fees” consisted of fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. |
Pre-Approval Policies and Procedures
Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by our auditors must be approved in advance by our Board to assure that such services do not impair the auditors’ independence from us. In accordance with its policies and procedures, our Board pre-approved the audit service performed by James Pai, CPA., for our financial statements as of and for the year ended December 31, 2022.
| 20 |
PART IV
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES. |
| Exhibit No. | Description | |
| 3.1(1) | Articles of Incorporation | |
| 3.2(1) | By-Laws | |
| 4.1(1) | Form of Share Certificate | |
| 10.1(1) | Private Placement Memorandum | |
| 10.2(1) | Subscription Agreement | |
| 10.3(1) | Registration Rights Agreement | |
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * | |
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * | |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * | |
| 32.2 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * | |
| 101 | The following materials from our Annual Report on Form 10-K for the year ended December 31, 2022, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Stockholders' Equity (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. * |
(1) Filed as exhibits to the registrant’s Form SB-2 filed with the Commission on June 29, 2007.
SUIC Worldwide Holdings Ltd.
December 31, 2021 and 2022
Index to the financial statements
| Contents | Page(s) |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: |
F-1 |
| Balance Sheets | F-3 |
| Statements of Income and Comprehensive Income | F-4 |
| Statement of Stockholders’ Equity | F-5 |
| Statements of Cash Flows | F-6 |
| Notes to the Financial Statements | F-7 |
| 21 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of SUIC Worldwide Holdings Ltd.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of SUIC Worldwide Holdings Ltd (the “Company”) as of December 31, 2022, and the related statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the financial year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the financial year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, developing new businesses in various fields raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
We have served as the company’s auditor since 2019.
June 30, 2023
| F-1 |
To the Board of Directors and Stockholders of SUIC Worldwide Holdings Ltd.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of SUIC Worldwide Holdings Ltd (the “Company”) as of December 31, 2021, and the related statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the financial year ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the financial year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, developing new businesses in various fields raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
James Pai, CPA
We have served as the company’s auditor since 2019.
March 31, 2022
New York, NY
| F-2 |
SUIC Worldwide Holdings Ltd.
Balance Sheets
December 31, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Short Term Investment - Held-For-Trading | ||||||||
| Total Current Assets | ||||||||
| NONCURRENT ASSETS: | ||||||||
| Loans receivable | ||||||||
| Fixed assets | ||||||||
| Other receivables - Income From HFT | ||||||||
| Other interest receivables - Sinoway International | ||||||||
| Other receivables -SUIC Beneway USA Inc. | ||||||||
| Other receivables | ||||||||
| Investment in Midas Touch Technology Co. Ltd | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Credit card payable | $ | $ | ||||||
| Convertible promissory notes- other | ||||||||
| Short term debts | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Total Current Liabilities | ||||||||
| Stockholders’ Deficiency | ||||||||
| Common stock, $par value, shares authorized; shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Surplus (Deficiency) | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders' Surplus (Deficiency) | $ | $ | ||||||
See accompanying notes to the financial statements.
| F-3 |
SUIC Worldwide Holdings Ltd.
Statements of Comprehensive Income (Loss)
| Years Ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross Profit | ||||||||
| Operating Expenses | ||||||||
| General and administrative | ||||||||
| Bad debts expense | ||||||||
| Total operating expenses | ||||||||
| Income (Loss) from operations | ( | ) | ||||||
| Other income | ||||||||
| Other income from Cancellation of Liability | ||||||||
| Other expense: | ||||||||
| Interest expense - other | ( | ) | ||||||
| Interest expense - related party | ( | ) | ( | ) | ||||
| Total other expense: | ||||||||
| Income (Loss) from continuing operations before income tax provision | ( | ) | ||||||
| Income tax provision | ||||||||
| Income (Loss) from continuing operations | ( | ) | ||||||
| Net Income (Loss) | $ | ( | ) | $ | ||||
| Earnings (loss) per share | ||||||||
| Basic - continuing operation | $ | ( | ) | $ | ( | ) | ||
| - discontinuing operation | $ | ( | ) | $ | ( | ) | ||
| Total | $ | ( | ) | $ | ( | ) | ||
| Diluted - continuing operation | $ | ( | ) | $ | ( | ) | ||
| - discontinuing operation | $ | ( | ) | $ | ( | ) | ||
| Total | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
See accompanying notes to the financial statements.
| F-4 |
SUIC Worldwide Holdings Ltd.
Statements of Stockholders' Equity (Deficiency)
| Common Stock | Additional | Accumulated | Accumulated Other | |||||||||||||||||||||
| Number of Shares | Amount | Paid-in Capital | Earnings
(Deficit) | Income (Loss) | Total | |||||||||||||||||||
| Balance, December 31, 2020 | ( | ) | ( | ) | ||||||||||||||||||||
| Shares issued | — | |||||||||||||||||||||||
| Net income (loss) | — | |||||||||||||||||||||||
| Balance, December 31, 2021 | ( | ) | ( | ) | ||||||||||||||||||||
| Shares issued | — | |||||||||||||||||||||||
| Net income (loss) | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, December 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||
See accompanying notes to the financial statements.
| F-5 |
SUIC Worldwide Holdings Ltd.
Statements of Cash Flows
| Years Ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES | ||||||||
| Net profit | $ | ( | ) | $ | ||||
| Net profit (loss) from discontinued operation | ||||||||
| Net profit from continuing operation | ( | ) | ||||||
| Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Change in operating assets and liabilities | ||||||||
| Increase in accounts receivable | ( | ) | ( | ) | ||||
| Increase in loans receivable | ( | ) | ||||||
| Other receivables - SUIC Beneway USA Inc. | ( | ) | ||||||
| Other interest receivable - Sinoway International | ( | ) | ( | ) | ||||
| Depreciation | ||||||||
| Increase (decrease) in credit card payable | ( | ) | ||||||
| Increase (decrease) in accrued expenses and other current liabilities | ( | ) | ||||||
| Net cash used in continuing operation | ( | ) | ( | ) | ||||
| Net cash provided by discontinued operation | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOW FROM INVESTING ACTIVITIES | ||||||||
| Increase in Short term investment-Held for Trading | ||||||||
| Capital expenditure | ||||||||
| Net cash used in continuing operation | ||||||||
| Net cash used in discontinued operation | ||||||||
| Net cash used in investing activities | ||||||||
| CASH FLOW FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from related party loan | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Net cash provided by continuing operation | ||||||||
| Net cash used in discontinued operation | ||||||||
| Net cash provided by(used in) financing activities | ||||||||
| Effect of exchange rate changes on cash | ||||||||
| INCREASE(DECREASE) IN CASH | ( | ) | ||||||
| Cash - beginning of year | ||||||||
| Cash - end of year | $ | $ | ||||||
| Supplement disclosure information | ||||||||
| Cash paid for interest | ||||||||
| Cash paid for interest-discontinued operation | ||||||||
| Cash paid for income taxes | ||||||||
| Cash paid for income taxes-discontinued operation | ||||||||
| Non-cash financing activities | ||||||||
| Debt discount incurred from beneficial conversion feature | ||||||||
The accompanying notes are an integral part of the financial statements.
| F-6 |
SUIC Worldwide Holdings Ltd.
Notes to the Financial Statements
NOTE 1 – Organization and Basis of presentation
SUIC Worldwide Holdings Ltd (SUIC) is a Nevada corporation incorporated on August 30, 2006, under the name Gateway Certifications, Inc. On November 16, 2009, our corporate name was changed to American Jianye Greentech Holdings, Ltd. on February 13, 2014, our corporate name was changed to AJ Greentech Holdings, Ltd. and on July 17, 2017, our corporate name was changed to Sino United Worldwide Consolidated Ltd. On November 9, 2022, our corporate name was changed to SUIC Worldwide Holdings Ltd.
From November 2009 until October, 2013, through our China and Taiwan subsidiaries, we were engaged renewable energy business. From October 2013 until September, 2017, through our Taiwan subsidiary, we were engaged in the driving record management system (DMS). Both Subsidiaries was spun off through stock transfer and debt cancellation for the best interest of shareholder.
From 2018 to present, the Company focused in products and services that adopt IT, cloud computing, mobile payments, Big Data, Blockchain and AI, and other new and exciting business models that will create revolutionary products and services. On August 7, 2021, the Company has acquired 49% of the registered shares of Midas Touch Technology Co. Ltd., a digital asset management platform and company registered in the U.K. From 2020 to present, the Company through promissory notes becomes major creditor and stakeholder in Beneway Holdings Group (its corporate name was changed from Sinoway International Corp.). As of December 31, 2022, Midas Touch Technology Co. Ltd., doesn’t have any operation and net assets. The company works with Beneway Holdings Group in several new business ventures with focus on the following fields:
1. Fintech platform: Through its global digital asset management platform and fintech products, Beneway Holdings Group connects borrower and lenders, comprising of digital wallets, electronic cards, P2P lenders, suppliers, manufacturers. Building strategic partnerships by bridging the various stakeholders in providing a holistic financial delivery ecosystem. Three major financial products are Beneway Flash Pay™, Beneway CQ Pay™ and Beneway Unified Procurement™ that help merchants to focus on business and marketing development. The company has signed letters of intent with several entities who are interested to participate in this business. Please refer to subsequent events.
2. Food Supply Chain Integration: Food Industry Supply Chain Integration: Beneway Holdings Group is working to promote the processes of integration for bringing reputable and distinguished overseas food product brands to the United States and globally. Food products are supplied from various origins, including ISO and HACCP-certified central kitchen food processing & production facilities, and distributed through online and offline smart store equipment systems, one-stop operation sales services, and facilitated by investments through capital management and mergers & acquisitions for vertical integration of the supply chain. The company has signed and shared letters of intents with I.H Art Company Limited, and the established supply chain integration in Taiwan will support Beneway’s food industry integration for product distribution through the US as well as globally. Please refer to subsequent events.
3. Global Franchise Expansion: With the five established franchise brands under I.H Art Company Limited and other well-known franchise brands in Asia, Beneway is planning to aggressively achieve its global franchise goal by fine-tuning the right mix of media-based marketing strategies, including search engine optimization, paid advertising, leveraging public relations on digital platforms, and maximizing conversion-based metrics through demographic targeting, geofencing, pay-per-click advertising, social medial publishing and management, hyper-local franchise marketing and much more. To maximize the growth and performance of the franchise goals, Beneway has identified several nationally-renowned franchise marketing and consulting companies to launch its franchise campaign nationally.
4. Supply Chain Integration of other industries: Beneway Holdings Group has identified several other industries for future expansion: medical and healthcare, high-tech digital AI systems, environmental protections, and energy related production. This will be accomplished through Beneway Holdings Group chief marketing plan, known as “The Starry-
Project”, to build extensive networks focused on streamlining the distribution of products and increase the sales and market shares of the products in all 50 states of America. This will all be facilitated through Beneway’s fintech solutions that allow for fast financing capabilities for business development, and capital investment dedicated to select mergers and acquisitions in the vertical integration of our supply chain model.
Certain amounts in last year’s financial statements have been reclassified to conform to current year presentation.
NOTE 2 – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company had a working capital deficit of $, an accumulated deficit of $ and stockholders’ deficit was $as of December 31, 2022. The Company didn’t generate cash or income from its continuing operation. There is substantial doubt about the ability of the entity to continue as a going concern within one year after the date that the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The company is seeking for external resource of financing and develop new business in new field to generate adequate cash flow for purpose of mitigating such unfavorable situation. As discussed in “NOTE 9 –Subsequent Events,” the Company plans to have joint venture with other company and cooperation with other companies in order to attract new investment and expand new business practice.
NOTE 3 – Summary of Significant Accounting Policies
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results. Significant accounting estimates reflected in the Company’s consolidated financial statements included the valuation of accounts receivable, the estimated useful lives of long-term assets, the valuation of short-term investment and the valuation of deferred tax assets.
Cash and cash equivalents
Cash and cash equivalents include cash on hand and deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less. The Company maintains its cash in bank deposit accounts. Cash accounts are guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on such cash.
| F-7 |
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions.
Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any. Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received.
For the
years ended December 31, 2022 and 2021, the Company recorded bad debt expenses of $
Revenue Recognition
The Company’s revenue recognition policies are in compliance with ASC 606. Revenue is recognized when the promised goods or services are transferred to the customer. The amount of revenue recognized should equal the total consideration an entity expects to receive in return for the goods or services.
Our revenues are primarily generated by providing professional services and software products, consulting and other professional services to our clients and are billable to our clients based on the services provided, or achieved outcomes. Revenues are primarily driven by the total value, scope, and terms of the consulting contracts. We also engage independent contractors to supplement our revenue-generating professionals on client engagements as needed.
We adopt a fixed fee billing arrangement and agree to a pre-established fee in exchange for a predetermined set of professional services. We set the fees based on our estimates of the costs and timing for completing the engagements.
Our quarterly results are impacted principally by the total value, scope, and terms of our client contracts. Our utilization rate can be affected by seasonal variations in the demand for our services from our clients. As of December 31, 2022, we generated revenue from the US.
Our operating expenses include professional fees, technology costs, software and data hosting expenses, and other office related expenses.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold and tenant improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. The Company periodically reviews assets’ estimated useful lives based upon actual experience and expected future utilization. A change in useful life is treated as a change in accounting estimate and is applied prospectively.
Upon retirement or disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in selling, general and administrative expenses for that period. Major additions and betterments are capitalized to the asset accounts while maintenance and repairs, which do not improve or extend the lives of assets, are expensed as incurred. Investments in Non-Consolidated Entities.
| F-8 |
Investments in Non-Consolidated Entities
Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment are accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.
As ASC 321 stipulated, if the investor has less than 20% ownership, it is presumed that there is nominal influence or no significant influence over the operating and financing activities of the investee. The Company holds 10% stock of iDrink, Taiwan, which is a private company without readily determinable fair value. Thus, the Company carried the investment at cost for each reporting period the Company keep tracking on the qualitative factors in assessing whether the investment is impaired. As of December 31, 2022, no impairment takes place.
For investment in Midas Touch Technology Co. Ltd., we have 49% ownership and have significant influence on it, so we adopt equity method to recognize the investment. Due to this company didn’t have any net assets and operation yet as of December 31, 2022, we account for it as $0.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.
The Company adopted ASC 740-10-25, Income Taxes- Overall-Recognition, on January 1, 2007, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize any additional liabilities for uncertain tax positions as a result of the implementation of ASC 740-10-25.
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted by the U.S. government which included a wide range of tax reform affecting businesses including the corporate tax rates, international tax provisions, tax credits and deduction with majority of the tax provision effective after December 31, 2017.
The Coronavirus Aid, Relief and Economy Security (CARES) Act (“the CARES Act, H.R. 748”) was signed into law on 27 March 2020. The CARES Act temporarily eliminates the 80% taxable income limitation (as enacted under the Tax Cuts and Jobs Act of 2017) for NOL deductions for 2018-2020 tax years and reinstated NOL carrybacks for the 2018-2020 tax years. Moreover, the CARES Act also temporarily increases the business interest deduction limitations from 30% to 50% of adjusted taxable income for the 2019 and 2020 taxable year. Lastly, the Tax Act technical correction classifies qualified improvement property as 15-year recovery period, allowing the bonus depreciation deduction to be claimed for such property retroactively as if it was included in the Tax Act at the time of enactment.
The Company accounts for an unrecognized tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the tax authorities.
The Company calculates its basic and diluted earnings per share in accordance with ASC 260. Basic earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share are calculated by adjusting the weighted average outstanding shares to assume conversion of all potentially dilutive warrants and options and convertible securities. Due to impact of assumption of total conversion of the convertible securities, the number of basic and diluted shares of common stock is 33,503,604 and 320,503,604 respectively.
Recently Issued Accounting Pronouncements
In December 2017, the Securities and Exchange Commission (“SEC”) released Staff Accounting Bulletin No. 118 (the “Bulletin”), which provides accounting guidance regarding accounting for income taxes for the reporting period that includes the enactment of the Tax Act. The Bulletin provides guidance in those situations where the accounting for certain income tax effects of the Tax Act will be incomplete by the time financial statements are issued for the reporting period that includes the enactment date. For those elements of the Tax Act that cannot be reasonably estimated, no effect will be recorded.
The SEC has provided in the Bulletin that in situations where the accounting is incomplete for certain effects of the Tax Act, a measurement period which begins in the reporting period that includes the enactment of the Tax Act and ends when the entity has obtained, prepared and analyzed the information is needed in order to complete the accounting requirements. The measurement period shall not exceed one year from enactment.
In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This guidance is effective for all entities for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The amendments in ASU 2018-02 should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The adoption of this guidance is not expected to have a material impact on the Company's Consolidated Financial Statements and related disclosures.
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
| F-9 |
NOTE 4 – Accounts Receivable
Accounts receivable at December 31, 2022 and 2021 consisted of the following:
| December 31, 2022 | December 31, 2021 | |||||||
| Accounts receivable | $ | $ | ||||||
| Allowance for doubtful accounts | ||||||||
| $ | $ | |||||||
In year 2022, the Company write-off Accounts receivable from iDrink in amount of $55,000 due to the amount becomes uncollectible.
NOTE 5- Convertible Promissory Note and Short Term Loans
The Company
has signed the following convertible promissory note agreements with creditor, Shoou Chyn Kan total $
| October 1, 2017 | USD$ |
| December 1, 2018 | USD$ |
| January 29, 2019 | USD$ |
| June 1, 2019 | USD$ |
| July 1, 2019 | USD$ |
| December 1, 2019 | USD$ |
| January 22, 2020 | USD$ |
| June 1, 2020 | USD$ |
| August 25, 2020 | USD$ |
| December 28, 2020 | USD$ |
The Company
has signed the following unsecured short term loan agreements with creditor, Shouo-Chynn Kan total $
| Balance 12/31/2020 | $ |
| March 29, 2021 | $ |
| August 23, 2021 | $ |
| December 16, 2021 | $ |
| December 21, 2021 | $ |
NOTE 6 – Related Party Transactions and Balances
As of
December 31st, 2022, the outstanding balance of the convertible promissory note (principal) from the creditor-Shouo-Chynn
Kan is $
As of
December 31st, 2022, the outstanding balance of the short-term loan (principal) from the creditor-Shouo-Chynn Kan is $
NOTE 7 – List of Related Party
Shouo-Chynn Kan-significant creditor of the Company
Midas Touch Technology Co. Ltd.,-significant investment of the company (see NOTE 3. Investments in Non-Consolidated Entities).
For the shareholders list, see PART III. ITEM12.
| F-10 |
NOTE 8 – Income Taxes
As of December 31, 2022, the unused net operating
loss carryover was $
| December 31, | December 31, | |||||
| 2022 | 2021 | |||||
| Deferred Tax Asset | ||||||
| Valuation Allowance | ( |
) | ( | |||
| Deferred Tax Asset (Net) | $ | |||||
A reconciliation of the provision for income taxes to the Company’s effective income tax rate for is as follows:
| For the year end December 31, | ||||||||
| 2022 | 2021 | |||||||
| Pre-tax income(loss) | $ | ( |
$ | |||||
| U.S. federal corporate income tax rate | % | % | ||||||
| Expected U.S. income tax expense(benefit) | ( |
|||||||
| Change of valuation allowance | |
|||||||
| Effective tax expense | $ | $ | ||||||
NOTE 9 –Subsequent Events
On February 7, 2023 to June 7, 2023, the company has signed a joint venture agreement and two letters of intent with I.Hart Company to work on business development for its five franchise brand products – one letter of intent is to deploy its cloud-based supply chain financing fintech platform and another is to plan the merger and share exchange between the Company and I.Hart Company.
From February 9, 2023 to February 10, 2023, the company has signed 4 letter of intent with I.Hart Company, Yuanzhi Branding Corp. Ltd., Taiwan Green Glow International Ltd, Awinn Creative Technologies Ltd. to deploy its cloud-based supply chain financing fintech platform to offer integrated cash flow solutions.
We change our director from Yanru Zhou to Esther Jou on March 31, 2023, who posseses adequate knowledge of U.S GAAP and Sarbanes-Oxley Act 404, as well as understanding of the Company. She is responsible for helping design and improve the ICFR and accounting job of our Company by adopting procedures and processes to meet control objectives, addressing risks, reducing occurrences of unnecessary cost or effort and strengthen governance. In addition, she reviews the ICFR and remedy its drawback for this 10K.
The Company has evaluated subsequent events through the filing of this Form 10-K with the SEC, and determined that there have been no other events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.
NOTE 10 – Commitment and Contingency
NONE
| F-11 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Sino United Worldwide Consolidated Ltd. | ||
| Date: October 4, 2023 | By: | /s/ Han Wei Wang |
Han Wei Wang Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Han Wei Wang | Chief Executive Officer, Director | October 4, 2023 | ||
| Han Wei Wang | (Principal Executive Officer) | |||
| /s/ Yanru Zhou | Chief Financial Officer | October 4, 2023 | ||
| Yanru Zhou | (Principal Financial Officer) |
33
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements on Amendment No. 2 to the Form F-4 (File No. 333-268865) of our report dated June 30, 2023, relating to the financial statements of SUIC Worldwide Holdings Ltd. (the “Company”) for the year ended December 31, 2022, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2022.
/s/James Pai, CPA
James Pai, CPA
October 4, 2023
New York, NY
PCAOB ID No. 3826
Exhibit 31.1
Certification Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
I, Han Wei Wang, certify that:
1. I have reviewed this annual report on Form 10-K/A Amendment No. 2 of SUIC Worldwide Holdings Ltd. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Dated: October 4, 2023
By: /s/ Han Wei Wang
Name: Han Wei Wang
Title: Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
Certification Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
I, Yanru Zhou certify that:
1. I have reviewed this annual report on Form 10-K/A Amendment No. 2 of SUIC Worldwide Holdings Ltd. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Dated: October 4, 2023
By: /s/ Yanru Zhou
Name:Yanru Zhou
Title: Chief Financial Officer
(Principal Accounting Officer)
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of SUIC Worldwide Holdings Ltd. (the “Registrant”) on Form 10-K/A Amendment No. 2 for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Han Wei Wang, as CEO of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Dated: October 4, 2023
By: /s/ Han Wei Wang
Name: Han Wei Wang
Title: Chief Executive Officer
(Principal Executive Officer)
A signed original of this written statement required by Section 906 has been provided to SUIC Worldwide Holdings Ltd. and will be retained by SUIC Worldwide Holdings Ltd. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of SUIC Worldwide Holdings Ltd. (the “Registrant”) on Form 10-K/A Amendment No. 2 for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yanru Zhou, as CFO of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Dated: October 4, 2023
By: /s/ Yanru Zhou
Name: Yanru Zhou
Title: Chief Financial Officer
(Principal Accounting Officer)
A signed original of this written statement required by Section 906 has been provided to SUIC Worldwide Holdings Ltd. and will be retained by SUIC Worldwide Holdings Ltd. and furnished to the Securities and Exchange Commission or its staff upon request.