UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

FORM 10-Q

QUARTERLY REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterlyperiodendedJune 30, 20172023

TRANSITION REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to ___________________

Commission File Number 000-53737

Commission file number: 000-53737
SUIC WORLDWIDE HOLDINGS LTD.
(Exact name of registrant as specified in its charter)
Nevada47-2148252
State or other jurisdiction of(I.R.S. Employer
incorporation or organizationIdentification No.)

136-20 38th Ave.Unit 3G

Flushing, NY

11354
(Address of principal executive offices)(Zip Code)

SINO UNITED WORLDWIDE CONSOLIDATED LTD.

Registrant’s telephone number, including area code (929) 391-2550

(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each classTrading Symbol(s)registered
Common Stock, par value $0.001 per shareSUICOTC

Nevada(State of incorporation)

136-20 38th Ave. Unit 3G

Flushing, NY 11354(Address of Principal Executive Offices)

_______________

718-395-8706 (Issuer Telephone number)

_______________

CheckIndicate by checkmark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d)15 (d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesNo

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)1934 during the preceding 12 months (or for such shorter period that the registrant was required to submitfile such reports) and post(2) has been subject to such files). filing requirements for the past 90 days. YesNo

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. Yes ☑ No ☐

Indicate by check mark whether the registrant is a largerlarge accelerated filer, an accelerated filer, or a non-accelerated filer.filer, a smaller reporting company, or an emerging growth company. See definitionthe definitions of "accelerated“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and large accelerated filer"“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
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(as defined in Rule 12b-2 of the Exchange Act.Act). YesNo

At June 30, 2017, there were 58,985,937 As of August 17, 2023, 3,350,360 shares of the registrant'sCompany’s common stock, $0.001 par value, were issued and outstanding.

 

SINO UNITEDSUIC WORLDWIDE CONSOLIDATEDHOLDINGS LTD.

FORM 10-Q

June 30, 20172023

INDEX

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.Financial Statements3
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.13
Item 3.Quantitative and Qualitative Disclosures About Market Risk16
Item 4.Control and Procedures16

PART II-- OTHER INFORMATION

Item 1.Legal Proceedings17
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds17
Item 3.Defaults Upon Senior Securities17
Item 4.Mine Safety Disclosures.17
Item 5.Other Information.17
Item 6.Exhibits17
SIGNATURES18

 

SUIC WORLDWIDE HOLDINGS LTD.

Sino United Worldwide Consolidated Ltd.

June 30, 2017 and 2016

Index to the consolidatedcondensed financial statements

 

Table of Contents

Page(s)

ConsolidatedCondensed Balance Sheets at June 30, 20172023 (Unaudited) and December 31, 2016 (Audited)

2022
F-2

ConsolidatedUnaudited Condensed Statements of Income and Comprehensive IncomeOperations for the three MonthsThree and sixSix Months Ended June 30, 20172023 and 2016 (Unaudited)

2022
F-3

ConsolidatedUnaudited Condensed Statement of Stockholders’ Equity for the Six Months Ended June 30, 2023 and December 31, 2022.

F-4
Unaudited Condensed Statements of Cash Flows for the six monthsSix Months Ended June 30, 20172023 and 2016 (Unaudited)

2022
F-4F-5

Notes to the ConsolidatedCondensed Financial Statements

(Unaudited)
F-5F-6 - F-10

 

 

 F-13 

 

SUIC WORLDWIDE HOLDINGS LTD.


Sino United Worldwide Consolidated Ltd.
Consolidated Balance Sheets
         
   June 30, 2017   December 31, 2016 
   (Unaudited)   (Audited) 
ASSETS        
CURRENT ASSETS:        
Cash  96,823   254,432 
Accounts receivable, net  4,607,182   1,331,409 
Inventories  5,329   81,058 
Short-term investments  431,916   403,617 
Prepaid value added taxes  15,469   351 
Tax refund  —     —   
Prepayments and other current assets  453,896   680 
Total Current Assets  5,610,615   2,071,547 
PROPERTY, PLANT AND EQUIPMENT        
Property, plant and equipment  9,435   9,435 
Accumulated depreciation  (1,219)  (545)
PROPERTY, PLANT AND EQUIPMENT, net  8,216   8,890 
Intangible Assets, net  123,967   146,142 
OTHER ASSETS  15,453   14,412 
Total Assets  5,758,251   2,240,991 
LIABILITIES AND STOCKHOLDERS' EQUITY        
CURRENT LIABILITIES:        
Short-term loan  502,914   427,168 
Accounts payable  1,430,329   584,605 
Advances from customers  —     132,000 
Advances from related parties  135,261   268,141 
Taxes payable  16,806   3,417 
Accrued expenses and other current liabilities  —     9.000 
Total Current Liabilities  2,085,310   1,424,331 
LONG TERM DEBT  429,189   433,457 
Total Liabilities  2,514,499   1,857,788 
COMMITMENTS AND CONTINGENCIES        
STOCKHOLDERS' EQUITY:        
Common stock ($0.001 par value; 394,500,000 shares authorized; 58,985,937 shares issued and outstanding at June 30, 2017 and December 31, 2016).  58,986   58,986 
Additional paid-in capital  593,947   593,947 
Retained earnings (Deficit)  2,040,887   (960,234)
Foreign currency translation gain (loss)  549,932   690,504 
Total Stockholders' Equity  3,243,752   383,203 
Total Liabilities and Stockholders' Equity  5,758,251   2,240,991 

Interim Condensed Balance Sheet

 

SeeJune 30, 2023

        
  

 

June 30,

2023

 

December 31,

2022

   (Unaudited)  
ASSETS        
CURRENT ASSETS:        
Cash $12,891  $16,072 
Accounts receivable, net  336,525   362,525 
Short Term Investment- Held-for-Trading  30,000   30,000 
Total Current Assets  379,416   408,597 
Fixed asset- office equipment laptop  125   150 
Other receivables -Income From HFT       9,000 
Other interest receivables -Sinoway International  9,434   7,202 
Other receivables -SUIC Beneway USA Inc.  2,000   2,000 
Other receivable  146,078   146,078 
Investment in Midas Touch Technology Co. Ltd        
Total Assets $537,052  $573,028 
         
LIABILITIES AND STOCKHOLDERS' DEFICIENCY        
CURRENT LIABILITIES:        
Credit card payable $4,383  $1,764 
Convertible promissory notes- other  287,000   287,000 
Accrued expenses and other liabilities  84,278   170,115 
Short term debt  172,734   172,734 
Total Current Liabilities  548,396   631,613 
         
Stockholders’ Deficiency        
Common stock, $0.001 par value, 394,500,000 shares authorized; 33,503,604 shares issued and outstanding  33,504   33,504 
Additional paid-in capital  1,647,731   1,647,731 
Accumulated deficit  (1,692,578)  (1,739,820)
Total Stockholders' Deficiency  (11,343)  (58,585)
 Total Liabilities and Stockholders' Deficiency $537,052  $573,028 

The accompanying notes to the consolidatedare an integral part of these interim condensed financial statements.statements

 

 F-2 

 

SUIC WORLDWIDE HOLDINGS LTD.

Interim Condensed Statements of Operations and Comprehensive Income

(Unaudited) 

     
  

Three Months Ended

June 30,

 

Six Months Ended

June 30,

  2023 2022 2023 2022
Revenues $30,000  $45,000  $90,000  $131,000 
Operating Expenses  12,693   44,653   26,162   132,215 
Income (Loss) from operations  17,307   347   63,838   (1,215)
Other income from HFT                    
Other income  1,458   13,122   2,568   15,245 
Other expense:  —     —     —     —   
Interest expense - related party  4,899   5,298   10,163   10,538 
Interest expense – credit card                81 
Expense for Uncollectible Dividends  9,000       9,000     
Total other expense:  13,899   5,298   19,163   10,619 
Income (Loss) from continuing operations before income tax provision  4,866   8,171   47,243   3,411 
Income tax provision                    
Net Income (Loss) from continuing operations  4,866   8,171   47,243   3,411 
                 
Loss from discontinued operations, net of income taxes:                
Loss from discontinued operations                
Income tax expense                
Deferred tax benefit                
Net loss from discontinued operations                
Net Income (Loss)  4,866   8,171   47,243   3,411 
Comprehensive Income (Loss)  4,866   8,171   47,243   3,411 
                 
Earnings (loss) per share                
Basic - continuing operation $(0.00) $(0.00) $(0.00) $(0.00)
 - discontinuing operation $(0.00) $(0.00) $(0.00) $(0.00)
Total $(0.00) $(0.00) $(0.00) $(0.00)
Diluted - continuing operation $(0.00) $(0.00) $(0.00) $(0.00)
- discontinuing operation $(0.00) $(0.00) $(0.00) $(0.00)
Total $(0.00) $(0.00) $(0.00) $(0.00)
Weighted average shares outstanding                
Basic  33,503,604   33,503,604   33,503,604   33,503,604 
Diluted  320,503,604   320,503,604   320,503,604   320,503,604 

 

 

Sino United Worldwide Consolidated Ltd.
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
                 
   The Three Months ended
June 30, 2017
   The Three Months ended
June 30, 2016
   The Six Months ended
June 30, 2017
   The Six Months ended
June 30, 2016
 
NET REVENUES  1,221,013   490,119   5,043,278   1,102,123 
COST OF REVENUES  1,160,265   394,869   1,791,038   906,784
GROSS PROFIT  60,748   95,250   3,252,240   195,339 
OPERATING EXPENSES:                
Selling and general and administrative expenses  115,691   141,919   235,609   178,666 
Total operating expenses  115,691   141,919   235,609   178,666 
Operating Income or Loss  (54,943)  (46,669)  3,016,631  16,673 
Income from interest  70   45   92   45 
Interest Expense  (8,255)  (7,900)  (15,309)  (15,514)
Other income (expense)  —    —    (294)  —   
INCOME (LOSS) BEFORE INCOME TAXES  (63,128)  (54,524)  3,001,120  1,204 
INCOME TAX EXPENSE  —     —     —     —   
NET INCOME (LOSS)  (63,128)  (54,524)  3,001,120  1,204 
OTHER COMPREHENSIVE INCOME  —     —     —     —   
Foreign currency translation gain (loss)  (66,407)  1,275  (140,572)  14,524 
COMPREHENSIVE INCOME  (129,535)  (53,249)  2,860,548  15,728 
NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED:                
Net income (loss) per common share - basic and diluted  0.00   0.00   0.05   0.00 
Weighted Average Common Shares Outstanding - basic and diluted  58,985,937   58,464,274   58,985,937   58,453,722 

SeeThe accompanying notes to the consolidatedare an integral part of these interim condensed financial statements.statements

 

 F-3 

 

SUIC WORLDWIDE HOLDINGS LTD.

Interim Condensed Statements of Stockholders' Equity (Deficiency)

Sino United Worldwide Consolidated Ltd.
 Consolidated Statements of Cash Flows
(Unaudited)
   The six   The six 
   months ended   months ended 
   June 30, 2017   June 30, 2016 
Operating Activities, Cash Flows Provided By or (Used In)        
Net Income  3,001,120   1,204
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation  674   —   
Amortization  22,175   —   
Changes In operating assets and liabilities:        
Accounts Receivables  (3,275,773)  (253,815)
Inventories  75,729   —  
Prepayments Other Current Assets  (453,216)  (19,936)
Prepaid VAT  (15,118)  —   
Accrued Expenses and Other Current Liabilities  (9,000)  (54,652)
Accounts Payables  845,724   217,093 
Tax Payables  13,389   (22,005)
Other Assets  (1,041)  —  
Advances  (132,000)  14,636 
Total  Cash  Flows  From  Operating  Activities  72,663   (117,475)
         
Investing Activities, Cash Flows Provided By or (Used In)        
Short term investment  (28,299)  22,197 
Total Cash  Flows  From  Investing  Activities  (28,299)  22,197
         
Financing Activities, Cash Flows Provided By or (Used In)        
Issuance of common stock  —     143,000 
Advances from (repayment made to) related parties  (132,880)  —   
Capital contribution  —     100 
Long term debt increase (repayment)  (4,268)  51,121 
Short term debt increase (repayment)  75,746   (191,220)
Total Cash Flows From  Financing  Activities  (61,402)  3,001 
         
Effect Of Exchange Rate Changes  (140,572)  14,409
Change In Cash and Cash Equivalents  (157,610)  (77,868)
Cash at beginning of the period  254,432   291,832 
Cash at end of the period  96,823   213,964 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:        
Interest paid  15,309   15,514 
Income tax paid  —     —   

(Unaudited)

    
  
  Common Stock        
  Number of Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Total
Balance, December 31, 2022  33,503,604   33,504   1,647,731   (1,739,820)       (58,585)
Net income (loss) from continuing operating  —               42,376       42,376
Balance, March 31, 2023  33,503,604   33,504   1,647,731   (1,697,444)       (16,210)
Net income (loss) from continuing operating  —               4,866        4,866 
Balance, June 30, 2023  33,503,604   33,504   1,647,731   (1,692,578)       (11,343)

       
  Common Stock        
  Number of Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Total
Balance, December 31, 2021  33,503,604   33,504   1,647,731   (1,737,402)       (56,167)
Net income (loss) from continuing operating  —               (4,760)       (4,760)
Balance, March 31, 2022  33,503,604   33,504   1,647,731   (1,742,162)       (60,927)
Net income (loss) from continuing operating  —               8,171        8,171 
Balance, June 30, 2022  33,503,604   33,504   1,647,731   (1,733,991)       (52,756)

 

SeeThe accompanying notes to the consolidatedare an integral part of these interim condensed financial statements.statements

 

 F-4 

 

SUIC WORLDWIDE HOLDINGS LTD.

Sino United Worldwide Consolidated Ltd.Interim Condensed Statements of Cash Flows

June 30, 2017 and 2016(Unaudited)

   
  Six Months Ended June 30,
  2023 2022
CASH FLOW FROM OPERATING ACTIVITIES        
Net income (loss) $47,243  $3,411 
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:        
Depreciation  25   25 
Change in operating assets and liabilities        
Accounts receivable  26,000   (18,500)
Other receivables -Income From HFT  9,000      
Other receivables       (11,753)
Other interest receivables  (2,232)     
Credit card payable  2,619   3,271 
Other payable          
Increase in accrued expenses and other current liabilities  (85,837)  2,832 
Net cash used in continuing operation  (3,181)  (20,714)
Net cash provided by discontinued operation          
Net cash used in operating activities  (3,181)  (20,714)
         
CASH FLOW FROM INVESTING ACTIVITIES        
Increase in Short term investment-Held for Trading          
Capital Expenditure          
Making loans to others          
Net cash used in investing activities          
         
CASH FLOW FROM FINANCING ACTIVITIES        
Proceeds from non-related party loan          
Net cash provided by(used in) financing activities          
         
Effect of exchange rate changes on cash        
INCREASE(DECREASE) IN CASH  (3,181)  (20,714)
Cash - beginning of year $16,072  $29,850 
Cash - end of year $12,891  $9,136 
         
Supplement disclosure information        
Cash paid for interest $10,163  $10,619 
Cash paid for interest-discontinued operation          
Cash paid for income taxes          
Cash paid for income taxes-discontinued operation          

The accompanying notes are an integral part of these interim condensed financial statements

F-5

SUIC WORLDWIDE HOLDINGS LTD.

Notes to the Consolidated Financial Statements

June 30, 2023

(Unaudited)

 

Note 1 – Organization and Basis of presentationORGANIZATION AND DESCRIPTION OF BUSINESS

 

Organization

Sino UnitedSUIC Worldwide Consolidated Ltd.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., and on February 13, 2014, our corporate name was changed to AJ Greentech Holdings, Ltd., and on July 12,17, 2017, our corporate name was further 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 in design, marketing and distributing of alcohol base clean fuel that are designed to use less fossil fuel and have less pollution than traditional fuel.

Onrenewable energy business. From October 31, 2013 pursuant to agreements with one ofuntil September, 2017, through our former directors, we transferred the stock in our China subsidiaries to the former director in exchange for cancellation of debt totaling $240,000. As a result of the transfer of the subsidiaries,Taiwan subsidiary, we were no longer engaged in the China clean fuel business. We transferreddriving record management system (DMS). Both Subsidiaries was spun off through stock transfer and debt cancellation for the stockbest 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 China subsidiaries because we felt that, it is not in our best interest to continue China clean fuel business as a result of our decreasing revenue, continued losses and inability to raise capital for our business.

On October 31, 2013, Chu Li An acquired, for nominal consideration, 8,000,000registered shares of common stock fromMidas Touch Technology Co. Ltd., a digital asset management platform and company registered in the director who acquired the subsidiaries and 12,778,399 shares of common stock from The Chairman, who was also a director. On November 1, 2013, Chu Li An andU.K. From 2020 to present, the Company entered into a loan agreement pursuant to which the Chu Li An agreed to lend us $100,000 initially with future loan amount up to $1,000,000, for which we will issue our 6% demandthrough promissory notenotes becomes major creditor and stakeholder in the principal amount of $100,000.Beneway Holdings Group (its corporate name was changed from Sinoway International Corp.). As of June 30, 2017,2023, 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 note has not been issued.following fields:

 

On November 18, 2013, we entered into agreement pursuant to which we issued to Chu Li An1. Fintech platform: Through its global digital asset management platform and her BVI company, our sole directorfintech products, Beneway Holdings Group connects borrower and chief executive officer, 180,000,000 shareslenders, comprising of common stock,digital wallets, electronic cards, P2P lenders, suppliers, manufacturers. Building strategic partnerships by bridging the various stakeholders in consideration of the cancellation of debt due to Chu Li An in the amount of $180,000.

On November 30, 2013, the Company entered into an agreement to acquire all of the issuedproviding a holistic financial delivery ecosystem. Three major financial products are Beneway Flash Pay™, Beneway CQ Pay™ and outstanding stock of Jin Chih International, Ltd., a Taiwan corporation, from its sole owner Chu Li An for five million shares of the Company’s common stock. As of June 30, 2017, the stock has not been issued.

As a result of the above transactions, we carry out the electronic products and general cargo trading and related consulting service business through our subsidiary named Jin Chih International, Ltd in Taiwan. We still planBeneway Unified Procurement™ that help merchants to focus on providing greentech products outside of China in future. Even though thebusiness and marketing development. The company has disposed China branches,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 company's new management will continueprocesses of integration for bringing reputable and distinguished overseas food product brands to expand the current green energy and technology business in the United States and globally, atglobally. 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 same timesupply 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 explore manysubsequent events.

3. Global Franchise Expansion: With the five established franchise brands under I.Hart Company Limited and other greenwell-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 renewablemaximizing 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.

F-6

Note 2 – Going Concern

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company had a working capital deficit of $168,980, an accumulated deficit of $1,692,578 and stockholders’ deficit was $11,343 as of June 30, 2023. The Company did not generate positive cash flow 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 as solar, wind power, sea power by signing licensing agreement orunfavorable situation. As discussed in “NOTE 10 – CONTINGENCY AND COMMITMENT,” the Company plans to have joint venture with other research institutes ..company and cooperation with other companies in order to attract new investment and expand new business practice.

 

NOTE 3 – Summary of Significant Accounting Policies

Basis of presentation

The accompanying consolidatedinterim condensed financial statements of Sino United Worldwide Consolidated Ltd. (the “Company”) have been prepared in accordance with the generally accepted accounting principles generally accepted in the United States of America (“USU.S. GAAP”).

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESThis 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 consolidatedcondensed 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 consolidatedcondensed 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.

 

Segment InformationCash and cash equivalents

ASC 280 requires companies

Cash and cash equivalents include cash on hand and deposits placed with banks or other financial institutions, which are unrestricted as to report information about operating segmentwithdrawal and use and with an original maturity of three months or less. The Company maintains its cash in interim and annual financial statements. It also requires segment disclosures about products and services geographic and major customers.bank deposit accounts. Cash accounts are guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company has determined thatnot experienced any losses in such accounts and believes it doesis not haveexposed to any separately reportable operating segments.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.

  

F-5

Inventories

The Company values inventories, consisting of raw materials, packaging material and finished goods, at the lower of cost or market. Cost is determined on the first-in and first-out (“FIFO”) method for raw materials and packaging materials and the weighted average cost method for finished goods. Cost of finished goods comprises direct labor, direct materials, direct production cost and an allocated portion of production overhead. 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 market value. Factors utilized in the determination of estimated market 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.Revenue Recognition

 

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. Other significant estimates include the allocation of variable and fixed production overheads. While variable production overheads are allocated to each unit of production on the basis of actual use of production facilities, the allocation of fixed production overhead to the costs of conversion is based on the normal capacity of the Company’s production facilities, and recognizes abnormal idle facility expenses as current period charges. Certain costs, including categories of indirect materials, indirect labor and other indirect manufacturing costs which are included in the overhead pools are estimated. The management of the Company determines its normal capacity based upon the amount of operating hours of the manufacturing machinery and equipment in a reporting period.

Revenue Recognition

The Company’s revenue recognition policies are in compliance with ASC 605 (Originally issued as Staff Accounting Bulletin (SAB) 104).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 06/30/2023 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 shipmentinvestment. When net losses from an investment are accounted for under the equity method exceed its carrying amount, the investment balance is reduced to customerszero 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 formal arrangement exists,decline in value that is other than temporary has occurred.

As ASC 321 stipulated, if the priceinvestor has less than 20% ownership, it is fixedpresumed that there is nominal influence or determinable,no significant influence over the delivery is completed, no other significant obligationsoperating and financing activities of the investee. The Company exist and collectabilityholds 10% stock of iDrink, Taiwan, which is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. Discounts provided to customers bya private company without readily determinable fair value. Thus, the Company carried the investment at cost For each reporting period the timeCompany keep tracking on the qualitative factors in assessing whether the investment is impaired. As of sale are recognizedJune 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 a reduction in salesof June 30, 2023, we account for it as the products are sold. Sales taxes are not recorded as a component of sales.$0.

Fair value measurements

 

The Company derives its revenues from sales contracts with customers with revenues being generated uponapplies the shipmentprovisions of merchandise. Persuasive evidenceASC 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 arrangement is demonstrated via sales invoiceasset or contract; product delivery is evidenced by warehouse shipping logpaid 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 well as a signed acknowledgement of receipt from the customers or a signed bill of lading from the third party trucking company and title transfers upon shipment, based on free on board (“FOB”) warehouse terms; the sales pricefollows:

• Level 1 inputs to the customer is fixed upon acceptancevaluation 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 signed purchase order or contract and there is no separate sales rebate, discount, or volume incentive. When the Company recognizes revenue, no provisions are made for returns because, historically, there have been very few sales returns and adjustments that have impacted the ultimate collection of revenues.financial instruments.

The Company markets and distributes electronic products and general cargo for automobile use and follows Section 605-45-45 (formerly EITF 99-19) (“ASC Section 605-45-45”) of the FASB Accounting Standards Codification for revenue recognition to report revenue gross as a principal for its sales since the Company (1) acts as principal in the transaction, (2) takes title• Level 3 inputs to the products, (3) has risksvaluation methodology are unobservable and rewards of ownership, such as the risk of loss for collection, delivery, or returns, and (4) does not act as an agent or broker (including performing services, in substance, as an agent or broker) with compensation on a commission or fee basis on its sales. The management of the Company determined that the Company should report revenue based on the gross amount billed to a customer when considering each of the following eight (8) indicators of gross revenue reporting listed in ASC Paragraph 605-45-45-4 through 605-45-45-14 as specified (1) The entity is the primary obligor in the arrangement — The Company signs a product sales agreement with its customer and represents in writing that the Company is responsible for fulfillment, including the acceptability of the product(s) or service(s) ordered or purchased by the customer; (2) The entity has general inventory risk (before customer order is placed or upon customer return); (3) The entity has latitude in establishing price — The Company has reasonable latitude, within economic constraints, to establish the exchange price with a customer for the product or service; (4) The entity changes the product or performs part of the service— The Company developed a method for blending the raw materials in its manufacturing process, through its proprietary technology, catalysts can be mixed with fuel and alcohols to become a finished product to be sold after pumping and piping; (5) The entity has discretion in supplier selection — The Company has multiple suppliers for the products ordered by a customer and discretion to select the supplier that will provide the product(s) or service(s) ordered by a customer; (6) The entity is involved in the determination of product or service specifications — The Company determines the nature, type, characteristics, or specifications of the product(s) or service(s) ordered by the customer; (7) The entity has physical loss inventory risk of purchased inventories after customer order; and (8) The entity has credit risk — The Company is responsible for collecting the sales price from its customer but must pay the amount owed to its supplier after the supplier performs, regardless of whether the sales price is fully collected.

Net sales of products represent the invoiced value of goods, net of value added taxes (“VAT”). The Company is subject to VAT which is levied on all of the Company’s products at the rate of 5% on the invoiced value of sales. Sales or Output VAT is borne by customers in additionsignificant to the invoiced value of sales and Purchase or Input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales.

fair value.

 F-6F-8 

 

Fair Value of Financial Instruments

The fair values of the Company’s accrued expenses and other current liabilities approximate their carrying values due to the relatively short maturities of these instruments. The carrying value of the Company’s short and long term debt approximates fair value based on management’s best estimate of the interest rates that would be available for similar debt obligations having similar terms at the balance sheet date.Income Taxes

 

Impairment of Long-Lived Assets

The Company accounts for the impairment and disposition of long-lived assets in accordance with ASC 360, Property, Plant and Equipment. The Company periodically evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset were less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.

The assumptions used by management in determining the future cash flows are critical. In the event these expected cash flows are not realized, future impairment losses may be recorded.

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.

 

Net Income (Loss)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.

Earnings per Share

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 conversionconversion. For the six months ended June 30, 2023 and 2022, the difference between numbers of all potentially dilutive warrantsbasic and options anddiluted shares of common stock is due to effect of convertible securities.promissory note hypothetical conversion.

 

Translation AdjustmentRecently Issued Accounting Pronouncements

The Company’s financial statements are presentedSEC 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. dollar ($), which is the Company’s reporting and functional currency. The functional currency of the Company’s subsidiaries is TWD. Transactions in foreign currencies are initially recorded at the functional currencyfederal corporate income tax rate prevailing at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statementsTax Cuts and Jobs Act is recognized. The adoption of operations. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange prevailing at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of operations.

In accordance with ASC 830, Foreign Currency Matters, the Company translates the assets and liabilities into U.S. dollars using the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from TWD into U.S. dollar are recorded in stockholders’ equity as part of accumulated other comprehensive income. The exchange rates used for the financial statements in accordance with ASC 830, Foreign Currency Matters, are as follows:

Average Rate for the three months ended on:June 30, 2017June 30, 2016
Taiwan dollar (TWD)11
United States dollar ($)0.033220.0308
   
Exchange Rate atJune 30, 2017June 30, 2016
Taiwan dollar (TWD)11
United States dollar ($)0.033040.0310

Comprehensive Income (Loss)

Comprehensive income (loss) includes accumulated foreign currency translation gains and losses with respect to the spun-off entities and the operating entity in Taiwan.

F-7

Recently Issued Accounting Pronouncements

In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15“Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that thefinancial statements are issued(or within one year after the date that thefinancial statements are available to be issuedwhen applicable).

Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that thefinancial statements are issued(or at the date that thefinancial statements are available to be issuedwhen applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The termprobableis used consistently with its use in Topic 450, Contingencies.

When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):

a.Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans).
b.Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations.
c.Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubtthis guidance is not alleviated after consideration of management’s plans, an entity should includeexpected to have a statement inmaterial impact on the footnotes indicating that there issubstantial doubt about the entity’s ability to continue as a going concernwithin one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:

a.Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.
b.Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations.
c.Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

The amendments in this Update are effective for the annual period ending after December 15, 2016,Company's Financial Statements and for annual periods and interim periods thereafter. Early application is permitted.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.

 

Note 3 – Going Concern

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support the Company’s working capital requirements. To the extent that funds generated from any private placements, public offering and/or bank financing are insufficient to support the Company’s working capital requirements, the Company will have to raise additional working capital from additional financing. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not be able continue its operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-8

Note 4 – Accounts Receivable

Accounts receivable at June 30, 2017 and December 31, 2016 consisted of the following:

   

June 30, 2017

(Unaudited)

   

December 31, 2016

(Audited)

 
Accounts receivable $4,694,772  $1,418,999 
Allowance for doubtful accounts  87,590   87,590 
Total: $4,607,182  $1,331,409 

Note 5 – Intangible Assets

On January 1, 2016, the Company purchased the DMS Technology from Xinyahang Gufen Youxian Gongsi, Taiwan, (“Xinyahang”) for $128,176 and 500,000 shares of Common Stock of AJGH (OTCQB). Also on January 10, 2016, the Company entered into two-year agreement with Xinyahang to provide design service for the DMS System. The design price was $50,172.

Intangible Assets, stated at cost, less accumulated amortization, at June 30, 2017 and December 31, 2016 consisted of the following:

   

June 30, 2017

(Unaudited)

   

December 31, 2016

(Audited)

 
Intangible Assets $178,348  $178,348 
Total: $178,348  $178,348 
Less: Amortization  (54,381)  (32,206)
Total: $123,967  $146,142 

For the six months ended June 30, 2017 and 2016, the Company recorded amortization expense of $12,203 and $0 respectively.

Note 6 – Property, Plant and Equipment

Property, plant and equipment, stated at cost, less accumulated depreciation at June 30, 2017 and December 31, 2016 consisted of the following:

   

June 30, 2017

(Unaudited)

   

December 31, 2016

(Audited)

 
Office equipments  9,435   9,435 
Less: Accumulated depreciation  1,219   545 
Total: $8,216  $8,890 

For the six months ended June 30, 2017 and 2016, the Company recorded depreciation expense of $674 and $545 respectively.

Note 7 – Prepayments and other current assets

  

June 30, 2017

(Unaudited)

 

December 31, 2016

(Audited)

Advance on purchase $—    $—   
Prepayments  453,896   680 
Total: $453,896  $680 

On June 1, 2017, the Company entered a Mechanical, Electrical, Pipeline Construction Agreement with Yadi Tienzi Gufen YouXian Gongshi. This amount of $453,896 represented the fulfillment of materials and supplies for the construction of the multi-function hall of National Taiwan University of Arts.

Note 8 – Borrowing

   June 30, 2017   Term   Int. Rate/Year 
   (Unaudited)         
Cathay United Bank  43,092   

Jan 18, 2017 to

Dec 18, 2017.

   5.28%
Long term debt: amount payable within 1 year            
First Commercial Bank Ltd.  41,996   

Repaid before June 30, 2018.

   5.07%
Taiwan Business Bank Ltd.  53,152   

Repaid before June 30, 2018.

   3.50%
Bank of Panshin  88,612   

Repaid before June 30, 2018.

   3.60%
Sunny Bank Ltd.  276,063   

Repaid before June 30, 2018.

   3.49%
Total: $502,915         
             
             
             
   December 31, 2016   Term   Int. Rate/Year 
   (Audited)         
Cathay United Bank  59,791   

Dec 18,2016 to

Dec 18, 2017.

   5.28%
Long term debt: amount payable within 1 year            
First Commercial Bank Ltd.  45,047   

Dec 30,2016 to

Dec 30, 2017.

   5.07%
Taiwan Business Bank Ltd.  56,260   

Dec 25,2016 to

Dec 24, 2017.

   3.60%
Bank of Panshin  45,829   

Dec 10,2016 to

Dec 10, 2017.

   3.67%
Sunny Bank Ltd.  220,241   

Dec 21,2016 to

Dec 21, 2017.

   3.49%
Total $427,168         

The long term debt should be repaid as equal principal by month. The long term debt -the term less than 1 year represented the amount should be repaid within 1 year. 

 

 F-9 

 

NOTE 94RELATED PARTY TRANSACTIONSLoan Receivable

 

There was no loan receivable made during the period. The total amount advance from related parties consistedoutstanding balance of the advance from shareholders for the investment, working capital and the expense. The balanceloan receivable was $135,261 and $268,141$146,078 as of June 30, 2017 and December 31, 2016, respectively.2023.

 

NOTE 105LONG TERM DEBTConvertible Promissory Note

 

  

June 30, 2017

(Unaudited)

 Term Int. Rate/Year
Taiwan Business Bank Ltd.  119,592  Sept 25, 2015 to
Sept 25, 2020.
  3.63%
Bank of Panshin  169,840  June 10, 2015 to
June 10, 2018.
  3.75%
Sunny Bank Ltd.  34,768  Jan 21, 2015 to
August 5, 2019.
  3.49%
First Commercial Bank Ltd.  104,989  Jan 30, 2016 to
Jan 30, 2021.
  5.09%
Total $429,189       

There was no convertible promissory note made during the period. The outstanding balance of convertible promissory note was $287,000 as of June 30, 2023.

   

December 31, 2016

(Audited)

   Term   Int. Rate/Year 
Taiwan Business Bank Ltd.  129,620   

Sept 25, 2015 to
Sept 25, 2020.

   3.63%
Sunny Bank Ltd.  8,507   

Jan 21, 2015 to
August 5, 2019.

   3.49%
Bank of Panshin  21,107   

June 10, 2015 to
June 10, 2018.

   3.75%
Sunny Bank Ltd.  164,023   

Jan 21, 2015 to

August 5, 2019.

   3.49%
First Commercial Bank Ltd.  110,200   

Jan 30, 2016 to
Jan 30, 2021.

   5.09%
Total $433,457         

 

NOTE 116 – TAXES PAYABLEIncome Taxes

 

  

June 30, 2017

(Unaudited)

 

December 31, 2016

(Audited)

Income tax payable $16,806  $3,204 
Value added tax payable  —     213 
Total: $16,806  $3,417 

As of June 30, 2023, the unused net operating loss carryover was $979,922. Due to the Company experienced net loss for a long period, so it treats deferred tax asset generated by net operating loss in a conservative manner. The Company deem the chance of the deferred tax asset being fully realized less than 50%. Thus, the Company recognized Valuation Allowance for Deferred Asset as full amount of deferred tax asset. The ending balance of Deferred Tax Asset and its Valuation Allowance are stated as following:

  June 30, December 31,
  2023 2022
 Deferred Tax Asset  205,784   215,705 
         
Valuation Allowance  (205,784)  (215,705)
         
Deferred Tax Asset (Net) $    $   

A reconciliation of the provision for income taxes to the Company’s effective income tax rate for is as follows:

   
  Six Months Ended June 30,
  2023 2022
Pre-tax income(loss) $47,243  $3,411 
U.S. federal corporate income tax rate  21%  21%
Expected U.S. income tax expense(credit)  9,921   717 
Change of valuation allowance  (9,921)  (717)
Effective tax expense $    $   

 

NOTE 12 – INCOME TAXES7- 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 did not provide any current or deferred U.S. federal income tax provision or benefit for anyplaces its cash and cash equivalents with financial institutions with high-credit ratings and quality. As of June 30, 2023, there were no amounts in excess of the periods presented becauseFDIC 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 June 30, 2023 the Company only have transaction with East West Development LLC, with revenue amount of $90,000.

As of June 30, 2023, the Accounts Receivable balance is $336,525. For which, two client takes more than 10% of this balance - East West Development LLC with balance of $241,500, (71,76%) and QQ Pay Pty Ltd with balance of $95,000.00 (28.23%).

Concentration of Vendors

As of June 30, 2023, there were no vendors that individually accounted for greater than 10% of the Company’s total payable and operating expense.

NOTE 8 –Related Party Transactions

From January to June 2023, the Company incurred $10,163 in loan interest expense due to SC Kan, who can significantly influence the management or operating policies of the Company. The principal loan balance due to S.C. Kan, as of June 30, 2023, was $459,734, consisting of short-term debt $172,734 and convertible promissory note $287,000. As of June 30, 2023, balance of interest from the loans was $81,278. Also, the Company has experienced operating losses for U.S. federal income tax purposes since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. The operating subsidiary is organized and locatedcompensation due to CFO in the Taiwan and does not conduct any business in the United States. Taxation on profits earned in the Taiwan has been calculated on the estimated assessable profits for the year at the ratestotal amount of taxation prevailing in the Taiwan where the Company operates after taking into account the benefits from any special tax credits or “tax holidays” allowed in the county of operations.$3,000.

 

In accordance with the relevant tax laws in the Taiwan, the Company statutory rate were 17% and 17% for the quarter ended June 30, 2017 and year ended December 31, 2016, respectively.

The components of the income tax (benefit) expense are as follows:

The six

months ended

June 30, 2017

The year

ended

December 31, 2016

Current provision$—  $—  
Deferred provision (benefit)—  —  
Total:$—  $—  

NOTE 13 – COMMON STOCK9 –SUBSEQUENT EVENTS

 

On April 7, 2014,July 3, 2023, the shareholder, Chu Li An contributed $165,500 capitalBoard of Directors authorized the submission of a Certificate of Change/Amendment to the Company.

On June 30, 2015,Nevada Secretary of State in which the Company madesought to affect a reverse split of its common stock at the rate of 1 for 1500.10 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.

 

On JulyThe reverse split of SUIC Worldwide Holdings Ltd. (the “Company”) common stock at a ratio of 1 for 10, 2015, the Company issued 50,000,000 shareshas been declared effective by FINRA with a par valueDaily List Announcement Date of $0.001 per shareJuly 24, 2023, and a Market Effective Date of July 25, 2023. A “D” will be placed on the Company’s ticker symbol for cash. The cash was finally offset with debt cancel due20 business days after the Market Effective Date. After 20 business days, the symbol will revert back to shareholder.

On July 10, 2015, the Company issued 800,000original symbol (SUIC). Upon the reverse split became effective, the company revised its outstanding shares with a par value of $0.001 per share in exchange for consulting services.and recalculated EPS.

 

On August 6, 2015,15, 2023, the Company change CEO from Esther Jou to Hanwei Wang and plan to grant stock award of 2,000 shares for one year services. Deferred compensation (contra-equity) will be recognized based on the stock price on grant date.

The Company has evaluated the existence of significant events subsequent to the balance sheet date through the date the financial statements were issued 5,000,000 shares with a par value of $0.001 per share and 2,500,000 shares with a par value of $0.01 per share for cash. The cash was finally offset with debt cancel due to shareholder.has determined that there were no other subsequent events or transactions which would require recognition or disclosure in the financial statements.

NOTE 10 – CONTINGENCY AND COMMITMENT

 

On April 4, 2016,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 issued 5,000 shares to two investors with a par value of $4.00 per shareand I.Hart Company, as an external capital resource for cash.the Company..

 

On MayFrom February 9, 2023 to February 10, 2016,2023, 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 issued 3,333 shareswas appointed as key assistant to director Chu Li An,assist these companies in exchange for cancellation of debt.

On May 10, 2016,entering the Company issued 2,000 shares tolending and financing market. Also, they will build an investor with a par value of $4.00 per share for cash.

On May 10, 2016,internationally competitive group through the Company issued 3,000 shares to an investor with a par value of $5.00 per share for cash.

On May 10, 2016, the Company issued 21,000 shares to an investor with a par value of $4.76 per share for cash.Company’s investment, merger and acquisitions or stock exchange.

 

On June 28, 2016, the Company issued 1,250 shares to an investor with a par value of $2.40 per share for cash.

On July 12, 2016, the Company issued 500,000 shares to a Xinyahang Electronics Co. Ltd. Taiwan, as part of the payment for technology transfer and purchase of DMS platform technology.

On July 12, 2016, the Company issued total 1600 shares to six investors with a par value of $10.00 per share for cash.

On July 12, 2016, the Company issued 700 shares to an investor with a par value of $12.00 per share for cash.

On July 15, 2016, the Company issued 2,000 shares to consultant Kuo, Yu-chieh to offset for consulting fees payable, no cash payment received.

On August 8, 2016, the Company issued 200 shares to an investor with a par value of $14.00 per share for cash.

On September 6, 2016, the Company issued 2400 shares to an investor with a par value of $14.00 per share for cash.

On October 31, 2016, the Company issued 400 shares to three investors with a par value of $14 per share for Cash.

The Company’s capitalization is 394,500,000 common shares with a par value of $0.001 per share. There are a total of 58,985,937 common shares issued and outstanding at June 30, 2017 and December 31, 2016. No preferred shares have been authorized or issued.

 F-10 

 

NOTE 14 – FOREIGN OPERATIONS

Operations

Substantially all of the Company’s operations are carried out and all of its assets are located in the Taiwan. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the Taiwan. The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, monetary policies, anti-inflationary measures, currency fluctuation and remittances and methods of taxation, among other things.

Dividends and Reserves

Under the laws of the Taiwan, net income after taxation can only be distributed as dividends after appropriation has been made for the following: (i) cumulative prior years’ losses, if any; (ii) allocations to the “Statutory Surplus Reserve” of at least 10% of net income after tax, as determined under Taiwan accounting rules and regulations, until the fund amounts to 50% of the Company’s registered capital; (iii) allocations of 5-10% of income after tax, as determined under Taiwan accounting rules and regulations, to the Company’s “Statutory Common Welfare Fund”, which is established for the purpose of providing employee facilities and other collective benefits to employees in PRC; and (iv) allocations to any discretionary surplus reserve, if approved by stockholders.

As of June 30, 2017, the Company had no Statutory Surplus Reserve and the Statutory Common Welfare Fund established and segregated in retained earnings.

NOTE 15ITEM 2 - COMMITMENTMANAGEMENT’S DISCUSSION AND CONTINGENCIES

The Company had bank loans. Based on the contract agreement, the future minimum repayments required for the coming years are as follows:

 Periods ending June 30, 2017     
 2018   502,914 
 2019   218,528 
 2020   176,375 
 2021   34,286 
 Total:  $932,103 

The Company did not have other significant capital commitments or significant guarantees as of June 30, 2017, respectively.

NOTE 16 –SUBSEQUENT EVENTS

The company is under negotiations with Nanjing City, China government to provide the government with securities management hardware and all related software and other management services. The initial orders shall be for 300,000 units, and could add up to 10,000,000 units for long-term.

We have also initiated our new mobile UBI apps and its field testing has begun. So far, the testing is progressing very positively, generating the quality of accelerometer data needed for accurate scoring. We have also begun establishing connections with various insurance companies, vehicle fleet companies, and motorists for further testing and introduction of our new mobile UBI apps.

Effective July 17, 2017, the Board of Directors (the “Board”) of the Company appointed Mr. Ong Tee Keat as Chairman of the Board of Directors.

F-11

Item 2. Management's Discussion and Analysis Of Financial Condition And Plan Of Operation.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 design, marketingthe driving record management system (DMS). Both Subsidiaries was spun off through stock transfer and distributingdebt cancellation for the best interest of alcohol base clean fuel which are designed to use less fossil fuel and have less pollution than traditional fuel.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 October 31, 2013, pursuant to agreements with one of our former directors, we transferredAugust 7, 2021, the stock in our China subsidiaries to the former director in exchange for cancellation of debt totaling $240,000. As a resultCompany has acquired 49% of the transferregistered shares of the subsidiaries, we were no longer engagedMidas Touch Technology Co. Ltd., a digital asset management platform and company registered in the China clean fuel business. We transferredU.K. From 2020 to present, the stock of the China subsidiaries because we felt that, it's not our best interest to continue China clean fuel business as a result of our decreasing revenue, continued lossesCompany through promissory notes becomes major creditor and inability to raise capital for our business.

On November 30, 2013, the company entered into an agreement to acquire all of the issued and outstanding stock of Jin Chihstakeholder in Beneway Holdings Group (its corporate name was changed from Sinoway International Ltd., a Taiwan corporation, from its sole owner Chu Li An for five million shares of the Company’s common stock.Corp.). As of June 30, 2017,2023, 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 stockfollowing 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 not been issued.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 Six Months ended June 30, 2023 and 2022.

Revenue

The Company recognized $30,000 and $45,000 of revenue during the three months ended June 30, 2023 and June 30, 2022, and $90,000 and $131,000 of revenue during the six months ended June 30, 2023 and June 30, 2022 respectively. Our revenues were generated from the I.T. management consulting services.

Expenses:

Operating expenses were $12,693 and $44,653 for the three months ended June 30, 2023 and 2022 and $26,162 and $132,215 for the six months ended June 30, 2023 and 2022, respectively. The decrease was primarily due to the 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 June 30, 2023 and 2022, the Company had interest expense of $4,899 and $5,298 and during the six months ended June 30, 2023 and 2022, the company had interest expenses of $10,163 and $10,619, from convertible promissory note respectively.

Net income

 

As a result of the above transactions, we carry outforegoing, the electronic productsCompany generated net income (loss) of $4,866 and general cargo trading and related consulting service business through our subsidiary named Jin Chih International, Ltd in Taiwan. We still plan to focus on providing greentech products outside of China in future. Even though the company has disposed China branches, the company's new management will continue to expand the current green energy and technology business in the United States and globally, at the same time to explore many other green and renewable energy such as solar, wind power, sea power by signing licensing agreement or joint venture with other research institutes ..

Results of Operations

For$8,171 for the three months ended June 30, 2023 and 2022, and $47,243 and $3,411 for the six months ended June 30, 2017,2023 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 June 30, 2023, we derived our revenueshad a working capital deficit of $1,221,031$168,980. Our current assets on June 30, 2023 were $379,416. They are consisting of cash of $12,891, accounts receivable of $336,525, Short Term Investment- Held-for-Trading in iDrink Technology Co. Ltd. $30,000,

Our current liabilities were primarily composed of credit card payable of $4,383, convertible promissory notes of $287,000, accrued expenses and $5,043,278 compared to $490,119accrued expenses and $1,102,123other liabilities of $84,278, and short term debt $172,734.

Capital Resources

Our capital resources come from cash flow from operating activities for the three and six months ended June 30, 2016, representing an increase of $730,894 and $4,156,336. Our sales came from the electronic products and general cargo trading and related consulting service to our customers operated by the Taiwan subsidiary. On January 5, 2017, the company entered into license and distribution agreement with Wealthy Link Technology Corp. for the sale of its licensed product for total of 50,000 units adopting the B2C and B2B business models, resulting to sales revenues of $3,500,000.

Selling, general and administrative expenses consist of provision for doubtful debts, primarily of payroll, local taxes, investor relation expenses and professional fees. Selling, general and administrative expenses for the three and six months ended June 30, 2017 were $115,691 and $235,609 comparing to $141,919 and $178,666 for the last period.

Our business operates primarily in Taiwanese Dollars (“TWD”), but we report our results in our SEC filings in U.S. Dollars. The conversion of our accounts from TWD to Dollars results in translation adjustments. While our net income is added to the retained earnings on our balance sheets; the translation adjustments are added to a line item on our balance sheets labeled “accumulated other comprehensive income,” since it is more reflective of changes in the relative values of U.S. and Taiwanese currencies than of the success of our business. During the six months June 30, 2017, the effect of converting our financial results to U.S. Dollars was to decrease US$140,572 to our accumulated other comprehensive income.

Liquidity and Capital Resources

Our operations to date have been funded primarily by operations, due from related parties and capital contributions. At June 30, 2017 and December 31, 2016, we had cash and cash equivalents of $96,823 and $254,432, respectively. Our cash at June 30, 2017 was decreased by $157,609 from December 31, 2016.

Our current assets at June 30, 2017 were $5,610,615, compared to $2,071,547 at December 31, 2016. This increase mainly reflects increase in accounts receivable, short term investments, prepayments and other assets, and partially offset by decreases in cash and inventory.

Our current liabilities at June 30, 2017 were $2,085,310, compared to $ 1,424,331 at December 31, 2016. This increase mainly reflects a significant increase of account payable, borrowing and partially offset by decrease in tax payable and advances from related parties.

Statements of Cash Flows

Our cash decreased $157,609 during the first half year of 2017, as compared to $77,868 during 2016. In the half year of 2017, we used cash in the amount of $28,299 and $61,402 from investing activities and financing activities, we obtained cash the amounts of $72,663 from our operating activities.

In the first half year of 2016, we used cash the amounts of $117,475 in operating activities, we obtained cash the amounts of $22,197 and $3,001 from our investing activities and financing activities.

Net Cash provided by (Used in) Operating Activities

In the first half year of 2017, net cash provided by operating activities increase of $72,663, and was mainly comprised of the increase $3,001,120 net income, the increase of depreciation and amortization to $22,849, and the decrease to $2,951,306 from changes in operating assets and liabilities.

In the first half year of 2016, 2023. However, net cash used in operating activities was $3,181 during the six months ended June 30, 2023. We didn’t have Net cash used or generated from investing activities and financing activity for the six months ended June 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 $117,475 comprisedoperations 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 net income $1,204,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 decrease in operating assetsmerger and liabilities $118,679.share exchange between the Company and I.Hart Company, as an external capital resource for the Company..

 

Cash Provided by (Used in) Investing Activities

InFrom February 9, 2023 to February 10, 2023, the half yearcompany has signed four letters of 2017, netintent 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 usedflow solutions. The significant term in investing activities comprised ofall four letters stated that the increase of $28,299 short-term investment.

InCompany was appointed as key assistant to assist these companies in entering the first six months of 2016, net cash provided by investing activities of $22,197 comprised of sale proceeds of short-termlending and financing market. Also, they will build an internationally competitive group through the Company’s investment,

Cash Provided by (Used in) Financing Activities

In the first half year of 2017, cash used in financing activities of $61,402 consisted of the repayment to related parties $132,880, increase of borrowing $75,746 merger and the repayment of long term debt of $4,268.

In the first six months of 2016, net cash provided by financing activities of $3,001 consisted of the issuance of commonacquisitions or stock $143,000, the capital contribution $100, the increased long term debt $51,121, and repayment of borrowing $191,220 .

Off-Balance Sheet Arrangementsexchange.

 

We do not have anyplan to achieve these commitments in Q3.

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, orchanges in financial condition, revenues, expenses, results of operations.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 23 to the consolidatedcondensed 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

 

The Company values inventories, consistingInventories consists of raw materials, packaging materialproducts purchased and finished goods,are valued at the lower of cost or market.net realizable value. Cost is determined on the first-in and first-out (“FIFO”) method for raw materials and packaging materials and the weighted average cost method for finished goods. Cost of finished goods comprises direct labor, direct materials, direct production cost and an allocated portion of production overhead.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 marketnet realizable value. Factors utilized in the determination of estimated marketnet 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. Other significant estimates include

Revenue Recognition

The Company’s revenue recognition policies are in compliance with ASC 606. Revenue is recognized when the allocation of variable and fixed production overheads. While variable production overheadspromised goods or services are allocated to each unit of production on the basis of actual use of production facilities, the allocation of fixed production overheadtransferred to the costscustomer. The amount of conversion isrevenue 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 normal capacityservices provided, or achieved outcomes. Revenues are primarily driven by the total value, scope, and terms of the Company’s production facilities,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 recognizes abnormal idle facilityagree 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 as current period charges. Certaininclude professional fees, technology costs, including categories of indirect materials, indirect laborsoftware and data hosting expenses, rent and other indirect manufacturing costs which are included in the overhead pools are estimated. The management of the Company determines its normal capacity based upon the amount of operating hours of the manufacturing machinery and equipment in a reporting period.office related expenses. 

15

 

Revenue Recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

The Company derives its revenues from sales contracts with customers with revenues being generated upon the shipment of merchandise. Persuasive evidence of an arrangement is demonstrated via sales invoice or contract; product delivery is evidenced by warehouse shipping log as well as a signed acknowledgement of receipt from the customers or a signed bill of lading from the third party trucking company and title transfers upon shipment, based on free on board (“FOB”) warehouse terms; the sales price to the customer is fixed upon acceptance of the signed purchase order or contract and there is no separate sales rebate, discount, or volume incentive. When the Company recognizes revenue, no provisions are made for returns because, historically, there have been very few sales returns and adjustments that have impacted the ultimate collection of revenues.

The Company markets and distributes electronic products and general cargo for automobile use and follows Section 605-45-45 (formerly EITF 99-19) (“ASC Section 605-45-45”) of the FASB Accounting Standards Codification for revenue recognition to report revenue gross as a principal for its sales since the Company (1) acts as principal in the transaction, (2) takes title to the products, (3) has risks and rewards of ownership, such as the risk of loss for collection, delivery, or returns, and (4) does not act as an agent or broker (including performing services, in substance, as an agent or broker) with compensation on a commission or fee as is on its sales. The management of the Company determined that the Company should report revenue based on the gross amount billed to a customer when considering each of the following eight (8) indicators of gross revenue reporting listed in ASC Paragraph 605-45-45-4 through 605-45-45-14 as specified (1) The entity is the primary obligor in the arrangement — The Company signs a product sales agreement with its customer and represents in writing that the Company is responsible for fulfillment, including the acceptability of the product(s) or service(s) ordered or purchased by the customer; (2) The entity has general inventory risk (before customer order is placed or upon customer return); (3) The entity has latitude in establishing price — The Company has reasonable latitude, within economic constraints, to establish the exchange price with a customer for the product or service; (4) The entity changes the product or performs part of the service— The Company developed a method for blending the raw materials in its manufacturing process, through its proprietary technology, catalysts can be mixed with fuel and alcohols to become a finished product to be sold after pumping and piping; (5) The entity has discretion in supplier selection — The Company has multiple suppliers for the products ordered by a customer and discretion to select the supplier that will provide the product(s) or service(s) ordered by a customer; (6) The entity is involved in the determination of product or service specifications — The Company determines the nature, type, characteristics, or specifications of the product(s) or service(s) ordered by the customer; (7) The entity has physical loss inventory risk of purchased inventories after customer order; and (8) The entity has credit risk — The Company is responsible for collecting the sales price from its customer but must pay the amount owed to its supplier after the supplier performs, regardless of whether the sales price is fully collected.

Net sales of products represent the invoiced value of goods, net of value added taxes (“VAT”). The Company is subject to VAT which is levied on all of the Company’s products at the rate of 5% on the invoiced value of sales. Sales or Output VAT is borne by customers in addition to the invoiced value of sales and Purchase or Input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales.

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), remeasuresre-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 consolidatedcondensed statements of income and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidatedcondensed statements of income and 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 income and 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.

 

The financial records of the Company's Taiwan operating subsidiaries acquired on November 30, 2013 are maintained in their local currency, the “TWD”, which is also the functional currency. Assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the consolidated financial statements. Foreign currency translation gain (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.

Most Recent accounting pronouncements

Refer to note 2 in the accompanying consolidated financial statements.

Impact of 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 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not required forAs a smaller reporting companies.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

 

RegulationsWe 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, (the “Exchange Act”) require public companies to maintain “disclosureas amended (Exchange Act), under the supervision of and with the participation of our management, which presently comprises our Chief Executive Officer, Ms. Esther Jou 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” which are defined as controls and other procedures that are designedof June 30, 2023 were effective to ensure that information required to be disclosed by the issuerCompany in the reports that itthe Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission'sSEC’s rules and forms. Disclosure controlsforms, and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer'sCompany’s management, including its principal executivethe Company’s Chief Executive Officer and principal financial officers, or persons performing similar functions,Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

We conducted an evaluation, with the participation of our Chief Executive Officer and ChiefChanges in Internal Controls over Financial Officer, of the effectiveness of our disclosure controls and procedures as of June 30, 2017. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2017, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.Reporting

 

In lightWe change our director from Yanru Zhou to Esther Jou on March 31, 2023, who posses adequate knowledge of the material weaknesses described below, we performed additional analysis to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operationsU.S GAAP and cash flows for the periods presented.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following two material weaknesses which have caused management to conclude that, as of June 30, 2017, our disclosure controls and procedures were not effective at the reasonable assurance level:

1.We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the quarter ending June 30, 2017. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2.We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Management's Report on Internal Control over Financial Reporting.

Our managementSarbanes-Oxley Act 404. She is responsible for establishinghelping design and maintaining adequate internalimprove the ICFR and accounting job of our Company by adopting procedures and processes to meet control over financial reporting for the company in accordance with as defined in Rules 13a-15(f)objectives, addressing risks, reducing occurrences of unnecessary cost or effort 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).strengthen governance.

 

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.

16

 

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 June 30, 2017. 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.

Management's Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We intend to our personnel resources and technical accounting expertise within the accounting function. First, we intend to create a position to segregate duties consistent with control objectives of having separate individuals perform (i) the initiation of transactions, (ii) the recording of transactions and (iii) the custody of assets. Second, we intend to create a senior position to focus on financial reporting and standardizing and documenting our accounting procedures with the goal of increasing the effectiveness of the internal controls in preventing and detecting misstatements of accounting information. Third, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. We anticipate the costs of implementing these remediation initiatives will be approximately $37,500 to $50,000 a year in increased salaries, legal and accounting expenses.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

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 June 30, 2017.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 Sino UnitedSUIC Worldwide ConsolidatedHoldings Ltd.’s Quarterly Report on Form 10-Q for the period ended June 30, 20172023 are formatted in eXtensible Business Reporting Language (XBRL): (i) the Interim Condensed Consolidated Balance Sheet; (ii) the Interim Condensed Consolidated Statement of Operations;,Comprehensive Income; (iii) the Interim Condensed Consolidated Statements of Cash Flows, and (iv) Notes to the Interim Condensed Consolidated 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

 

SIGNATURESSUIC 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: August 17, 2023.

SINO UNITED WORLDWIDE CONSOLIDATED LTD.
Date: August 8, 2017 By:/s/ Chu Li An        
Chu Li An
Chief Executive Officer
SINO UNITED WORLDWIDE CONSOLIDATED LTD.
Date: August 8, 2017By:/s/ Chu Li An        
Chu Li An
Chief Financial Officer

By: /s/ Esther Jou

Esther Jou

Chief Executive Officer

Date: August 17, 2023.

By: /s/ Yanru Zhou

Yanru Zhou

Chief Finance Officer

18