UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
For the transition period from ____________ to ____________
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Indicate by checkmark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period 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 checkmark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
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☑ | Smaller reporting company | |
| Emerging growth company |
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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 Act). Yes
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As of September 30, 2023, shares of the Company’s common stock, $0.01 par value, were issued and outstanding.
SUIC WORLDWIDE HOLDINGS LTD.
FORM 10-Q
September 30, 2023
INDEX
PART I-- FINANCIAL INFORMATION
| Item 1. | Financial Statements | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 13 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 16 |
| Item 4. | Control and Procedures | 16 |
PART II-- OTHER INFORMATION
| Item 1. | Legal Proceedings | 17 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
| Item 3. | Defaults Upon Senior Securities | 17 |
| Item 4. | Mine Safety Disclosures. | 17 |
| Item 5. | Other Information. | 17 |
| Item 6. | Exhibits | 17 |
| SIGNATURES | 18 | |
SUIC WORLDWIDE HOLDINGS LTD.
Index to the condensed financial statements
| Table of Contents | Page(s) |
| Condensed Balance Sheets at September 30, 2023 (Unaudited) and December 31, 2022 | F-2 |
| Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 | F-3 |
| Unaudited Condensed Statement of Stockholders’ Equity for the Nine Months Ended September 30, 2023 and December 31, 2022. | F-4 |
| Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 | F-5 |
| Notes to the Condensed Financial Statements (Unaudited) | F-6 - F-10 |
| 3 |
SUIC Worldwide Holdings Ltd.
Interim Condensed Balance Sheet
September 30, 2023
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September 30,
2023
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December 31, 2022 |
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| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ |
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$ |
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| Accounts receivable, net |
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| Short Term Investment- Held-for-Trading |
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| Total Current Assets |
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| Fixed asset- office equipment laptop |
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| Other receivables -Income From HFT |
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| Other interest receivables -Sinoway International |
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| Other receivables -SUIC Beneway USA Inc. |
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| Other receivable |
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| Investment in Midas Touch Technology Co. Ltd | ||||||||
| Total Assets | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Credit card payable | $ |
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$ |
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| Convertible promissory notes- other |
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| Accrued expenses and other liabilities |
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| Total Current Liabilities |
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| Convertible promissory notes- long-term liabilities |
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| Total liabilities |
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| Stockholders’ Deficiency | ||||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding |
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| Additional paid-in capital |
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| Accumulated deficit |
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| Total Stockholders' Deficiency |
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| Total Liabilities and Stockholders' Deficiency | $ |
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The accompanying notes are an integral part of these interim condensed financial statements
| F- 2 |
SUIC Worldwide Holdings Ltd.
Interim Condensed Statements of Operations and Comprehensive Income
(Unaudited)
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Three Months Ended September 30, |
Nine Months Ended September 30, |
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| Revenue | $ |
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| Income (Loss) from operations |
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| Income (Loss) from continuing operations before income tax provision |
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| Net Income (Loss) | $ |
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| Comprehensive Income (Loss) | $ |
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| Basic - continuing operation | $ |
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| - discontinuing operation | $ |
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| Total | $ |
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| Diluted - continuing operation | $ |
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| Total | $ |
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The accompanying notes are an integral part of these interim condensed financial statements
| F- 3 |
SUIC WORLDWIDE HOLDINGS LTD.
Interim Condensed Statements of Stockholders' Equity (Deficiency)
(Unaudited)
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| Common Stock | Additional | Accumulated | ||||||||||||||||||||||
| Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Other Comprehensive | Total | |||||||||||||||||||
| Balance, December 31, 2022 |
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| Net income (loss) from continuing operating | — |
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| Balance, March 31, 2023 |
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| Net income (loss) from continuing operating | — |
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| Balance, June 30, 2023 |
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| Net income (loss) from continuing operating | — |
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| Balance, September 30, 2023 |
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| Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Other Comprehensive | Total | |||||||||||||||||||
| Balance, December 31, 2021 |
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| Net income (loss) from continuing operating | — |
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| Net income (loss) from continuing operating | — |
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| Net income (loss) from continuing operating | — |
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| Balance, September 30, 2022 |
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The accompanying notes are an integral part of these interim condensed financial statements
| F- 4 |
SUIC Worldwide Holdings Ltd.
Interim Condensed Statements of Cash Flows
(Unaudited)
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Nine Months Ended September 30, |
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| 2023 | 2022 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES | ||||||||
| Net income | $ |
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| Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
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| Other interest receivables -Sinoway International |
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| Accrued expenses and other current liabilities |
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| CASH FLOW FROM INVESTING ACTIVITIES | ||||||||
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| INCREASE(DECREASE) IN CASH |
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| Cash - end of period | $ |
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| Supplement disclosure information | ||||||||
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The accompanying notes are an integral part of these interim condensed financial statements
| F- 5 |
SUIC Worldwide Holdings Ltd.
Notes to the Financial Statements
September 30, 2022
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF 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 September 30, 2023, 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.
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 of $ , compare with Q2 2023 with deficiency of 168,980 because the Company change its intention for the Convertible promissory notes repayment with balance of 287,000 and re-negotiate the term with creditor to extend the maturity date of the notes over one year. an accumulated deficit of $ and stockholders’ deficiency was $ as of September 30, 2023. The Company did not generate positive cash flow from its continuing operation. This 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 10 – CONTINGENCY AND COMMITMENT,” 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.
| F- 6 |
NOTE 3 – Summary of Significant Accounting Policies
Basis of presentation
The interim condensed financial statements have been prepared in accordance with the generally accepted accounting principles in the United States (“U.S. GAAP”).
This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s financial statements are expressed in U.S. dollars.
Certain amounts in last year’s financial statements have been reclassified to conform to current year presentation. None of these reclassifications had an impact on reported financial position or cash flows for any of the periods presented.
In the opinion of the Company’s management, the condensed financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.
Use of Estimates
The preparation of condensed 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 condensed 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 condensed 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.
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 income as of 09/30/2023 is 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
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 September 30, 2023, 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 September 30, 2023, we account for it as $0.
Fair value measurements
The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
• Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
• Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
• Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.
| F- 8 |
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. For the nine months ended September 30, 2023 and 2022, the difference between numbers of basic and diluted shares of common stock is due to effect of convertible promissory note hypothetical conversion.
On July 3, 2023, the Board of Directors authorized the submission of a Certificate of Change/Amendment to the Nevada Secretary of State in which the Company sought to affect a reverse split of its common stock at the rate of 1 for 10 for the purpose of increasing the per share price for the Company’s stock in an effort to attract future investors who might otherwise shy away from a good company because of its low stock price.
The reverse split of SUIC Worldwide Holdings Ltd. (the “Company”) common stock at a ratio of 1 for 10, has been declared effective by FINRA with a Daily List Announcement Date of July 24, 2023, and a Market Effective Date of July 25, 2023. A “D” will be placed on the Company’s ticker symbol for 20 business days after the Market Effective Date. After 20 business days, the symbol will revert back to the original symbol (SUIC). Upon the reverse split became effective, the company revised its outstanding shares and recalculated EPS.
Thus, as of September 30, 2023, in consideration of months fraction factor, the basic weight average shares outstanding is 20,939,753 and diluted weight average shares outstanding is 307,939,753.
Recently Issued Accounting Pronouncements
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 June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments , which provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The standard was effective for the Company beginning January 1, 2023, and the adoption of this guidance did not have a significant impact on the consolidated financial statements and related disclosures.
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 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 – Loan Receivable
There was no loan receivable made during the
period. The outstanding balance of loan receivable was $
NOTE 5 – Convertible Promissory Note
There was no convertible promissory note made
during the period. The outstanding balance of convertible promissory note was $
The Company change its intention for the Convertible promissory notes repayment with balance of 287,000 and re-negotiate the term with creditor to extend the maturity date of the notes over one year. Thus, the Company adjust the classification of the note to long-term liability.
NOTE 6 – Cancellation and reconstructing of debt
As of September 30, the Company executed two debt cancellation with total of 89,231.07.
The first cancellation is, due to fail to meet the evaluation metric former CEO Yanru Zou voluntary give up his salary balance of $3,000, which result in recognition of other income of $3,000.
The second cancellation involve reconstruction of debt. On Sept 19 2023, the Company signed three party agreement with QQ pay and Jenny Skan to transfer the accounts receivable balance $ 95,000 (as fair value) of QQ pay to Jenny Skan to repaid full amount of interest balance due to Jenny Skan in balance of $86,231.07. For the remaining balance of $8,768.93, the company decide to collect it back by the end of 2023. Thus, this reconstructing of debt doesn’t recognize any gain or loss.
NOTE 7 – Income Taxes
As of September 30, 2023, the unused net operating
loss carryover was $
| September 30, | December 31, | |||||||
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| Deferred Tax Asset |
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| Valuation Allowance |
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| Deferred Tax Asset (Net) | $ | $ | ||||||
A reconciliation of the provision for income taxes to the Company’s effective income tax rate for is as follows:
| Nine Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Pre-tax income(loss) | $ |
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$ |
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| U.S. federal corporate income tax rate |
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% |
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% | ||||
| Expected U.S. income tax expense(credit) |
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| Change of valuation allowance |
(
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(
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) | ||||
| Effective tax expense | $ | $ | ||||||
NOTE 8- Concentration of Risks
Concentration of Credit Risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investment, account receivables, as well as dividend receivable. The carrying values of the financial instruments approximate their fair values due to their short-term maturities. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality. As of September 30, 2023, there were no amounts in excess of the FDIC guarantee.
Account receivables primarily comprise of amounts receivable from the trader customers. With respect to the prepayment to service suppliers, the Company performs on-going credit evaluations of the financial condition of these suppliers. The Company establishes an allowance for doubtful accounts based upon estimates, factors surrounding the credit risk of specific service providers and other information.
Concentration of Customers
Due to the Company change its business model and focus on the high gross profit service in 2023, as of September 30, 2023 the Company only have transaction with East West Development LLC, with revenue amount of $120,000.
As of September 30, 2023, the Accounts Receivable balance is $261,799. For which, two client together compose this balance - East West Development LLC with balance of $253,030 , (96.65%) and QQ Pay Pty Ltd with balance of $8,769 (3.35%).
Concentration of Vendors
As of September 30, 2023, there were no vendors that individually accounted for greater than 10% of the Company’s total payable and operating expense.
NOTE 9 –Related Party Transactions
From January to September 2023, the
Company incurred $
NOTE 10 –SUBSEQUENT EVENTS
Effective Oct 30, 2023, the Board of Directors (the “Board”) of the Company appointed Mr. Kuo Yu Chieh as Chairman of the Board of Directors.
The Company has evaluated the existence of significant events subsequent to the balance sheet date through the date the financial statements were issued and has determined that there were no other subsequent events or transactions which would require recognition or disclosure in the financial statements.
NOTE 11 – CONTINGENCY AND COMMITMENT
On February 7, 2023 to June 7, 2023, the company has signed joint venture agreements with I.Hart. As stated in the significant terms of agreements, joint venture will set up a new company, and both company will make cash contribution as paid-in capital for new company, according to their ownership (will be specified in supplementary contract later). The purpose of the joint venture is for the US market expansion. In addition, two letters of intent with I.Hart Company was signed with the Company. The First letter of intent is to deploy its cloud-based supply chain financing fintech platform to facilitate and generate additional cash flow from operation for both companies. The Second letter of intent is to plan the merger and share exchange between the Company and I.Hart Company, as an external capital resource for the Company..
From February 9, 2023 to February 10, 2023, the company has signed four letters of intent in total with I.Hart Company, Yuanzhi Branding Corp. Ltd., Taiwan Green Glow International Ltd, and Awinn Creative Technologies Ltd. to deploy its cloud-based supply chain financing fintech platform and to offer integrated cash flow solutions. The significant term in all four letters stated that the Company was appointed as key assistant to assist these companies in entering the lending and financing market. Also, they will build an internationally competitive group through the Company’s investment, merger and acquisitions or stock exchange.
| F- 10 |
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This Quarterly 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
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 September 30, 2023, 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.
The Company is working new businesses in various fields through careful review and critical selection of new growth businesses. The Company is working to strengthen our core competencies in high technology and blockchain related businesses, such as blockchain apps technology, fintech services, professional consultancy for ICO’s, and other high potential critical blockchain projects.
| 13 |
Results of Operations
Three and Nine Months ended September 30, 2023 and 2022.
Revenue
The Company recognized $30,000 and $45,000 of revenue during the three months ended September 30, 2023 and 2022, and $120,000 and $176,000 of revenue during nine months ended September 30, 2023 and 2022 respectively. Our revenues were generated from the I.T. management consulting services.
Expenses
Operating expenses were $23,382 and $11,701 for the three months ended September 30, 2023 and 2022, and $49,544 and $142,234 for the nine months ended September 30, 2023 and 2022, respectively. The decrease was primarily due to decrease in the cost of services.
The Company write-off uncollectible dividends in full amount of $9,000 because iDrink Technology Co., Ltd. operating condition becomes inferior, the management deem iDrink unable to payout the dividends it declared before.
Interest expense
During the three months ended September 30, 2023 and 2022, the Company had interest expense of $4,953 and $4,953 and during the nine months ended September 30, 2023 and 2022, the company had interest expenses of $15,116 and $14,778, from convertible promissory note respectively.
Net income
As a result of the foregoing, the Company generated net income (loss) of $5,799 and $31,167 for the three months ended September 30, 2023 and 2022, and $53,042 and $37,054 for the nine months ended September 30, 2023 and 2022 respectively.
Liquidity and Capital Resources
Liquidity
We have funded our operations to date primarily through operations, and related party loans and capital contributions. Due to our cumulative deficit in earnings and negative cash flow from operating activities, there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s management recognizes that the Company must generate more profitable sales and obtain additional financial resources to continue to develop its operations. The management and the board of the Company decide to put such plan to agenda.
As of September 30, 2023, we had a working capital of $122,698 . Our current assets on September 30, 2023 were $301,930. They are consisting of cash of $10,131, accounts receivable of $261,799, Short Term Investment- Held-for-Trading in iDrink Technology Co. Ltd. $30,000,
Our current liabilities were primarily composed of credit card payable of $6,499, and short term debt $172,734.
Capital Resources
Our capital resources come from cash flow from operating activities for the nine months ended September 30, 2023. However, net cash used in operating activities was $5,940 during the nine months ended September 30, 2023. We didn’t have Net cash used or generated from investing activities and financing activity for the nine months ended September 30, 2023.
As discussed in NOTE 10 – CONTINGENCY AND COMMITMENT, we want to have joint venture with other company and cooperation with other companies as a strategy to expand our scale of operations and obtain other resource of capital:
On February 7, 2023 to June 7, 2023, the company has signed joint venture agreements with I.Hart. As stated in the significant terms of agreements, joint venture will set up a new company, and both company will make cash contribution as paid-in capital for new company, according to their ownership (will be specified in supplementary contract later). The purpose of the joint venture is for the US market expansion. In addition, two letters of intent with I.Hart Company was signed with the Company. The First letter of intent is to deploy its cloud-based supply chain financing fintech platform to facilitate and generate additional cash flow from operation for both companies. The Second letter of intent is to plan the merger and share exchange between the Company and I.Hart Company, as an external capital resource for the Company..
From February 9, 2023 to February 10, 2023, the company has signed four letters of intent in total with I.Hart Company, Yuanzhi Branding Corp. Ltd., Taiwan Green Glow International Ltd, and Awinn Creative Technologies Ltd. to deploy its cloud-based supply chain financing fintech platform and to offer integrated cash flow solutions. The significant term in all four letters stated that the Company was appointed as key assistant to assist these companies in entering the lending and financing market. Also, they will build an internationally competitive group through the Company’s investment, merger and acquisitions or stock exchange.
We plan to achieve these commitments in Q4.
| 14 |
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. Also, certain amounts in last year’s financial statements have been reclassified to conform to the current year presentation.
A summary of significant accounting policies is included in Note 3 to the condensed 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.
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.
| 15 |
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 condensed statements of comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the condensed 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). 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide the information required by this item.
Item 4. Controls and Procedures.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation of our management, which presently comprises of our Mr. Kuo Yu Chieh as Chairman of the Board of Directors effective October 30, 2023, the Chief Executive Officer, Mr. Hank Wang and our Chief Financial Officer Ms. Yanru Zhou. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of September 30, 2023 were effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such 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.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended September 30, 2023 that materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
| 16 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
To the best knowledge of the officers and directors, the Company was not a party to any legal proceeding or litigation as of the date of this report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
| Exhibit No. | Description |
| 31.1 | Chief Executive Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Chief Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
| 32.2 | Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 |
| 101 | The following materials from SUIC Worldwide Holdings Ltd.’s Quarterly Report on Form 10-Q for the period ended September 30, 2023 are formatted in eXtensible Business Reporting Language (XBRL): (i) the Interim Condensed Balance Sheet; (ii) the Interim Condensed Statement of Comprehensive Income; (iii) the Interim Condensed Statements of Cash Flows, and (iv) Notes to the Interim Condensed Financial Statements. This Exhibit 101 is deemed not filed for purposes of Sections 11 or 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
| 17 |
SUIC Worldwide Holdings Ltd.
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: November 10, 2023.
By: /s/ Hank Wang
Hank Wang
Chief Executive Officer
Date: November 10, 2023.
By: /s/ Yanru Zhou
Yanru Zhou
Chief Finance Officer
18