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UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2023

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

 

Commission File Number 000-53737

 

SUIC WORLDWIDE HOLDINGS LTD. 

 

(Exact name of registrant as specified in its charter)

 

Nevada 47-2148252
State or other jurisdiction of     (I.R.S. Employer
incorporation or organization Identification No.)
   

136-20 38th Ave. Unit 3G

Flushing, NY

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

 

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

 

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

 

 

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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

 

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

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller 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 defined in Rule 12b-2 of the Act). Yes ☐ No ☑

 

As of May 24, 2023, 33,503,604 shares of the Company’s common stock, $0.001 par value, were issued and outstanding.

 

 

 

SUIC WORLDWIDE HOLDINGS LTD.

FORM 10-Q

March 31, 2023

INDEX

 

PART I-- FINANCIAL INFORMATION

 

Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Item 4. Control and Procedures 16

 

PART II-- OTHER INFORMATION

 

Item 1. Legal Proceedings 17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Mine Safety Disclosures. 17
Item 5. Other Information. 17
Item 6. Exhibits 17
SIGNATURES 18

 

 

SUIC WORLDWIDE HOLDINGS LTD.

Index to the consolidated financial statements

 

Table of Contents Page(s)
Balance Sheets at March 31, 2023 (Unaudited) and December 31, 2021 F-2
Unaudited Statements of Comprehensive Income for the Three Months Ended March 31, 2023 and  2022 F-3
Unaudited Statement of Stockholders’ Equity for the Three Months Ended March 31, 2023 F-4
Unaudited Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 F-5
Notes to the Consolidated Financial Statements (Unaudited) F-6 - F-10

 

 3 

 

 

SUIC WORLDWIDE HOLDINGS LTD.

Balance Sheet

March 31, 2023

       
  

March 31,

2023

 

December 31,

2022

ASSETS   　    　 
CURRENT ASSETS:   　    　 
Cash  $14,791   $16,072 
Accounts receivable, net   412,525    362,525 
Short Term Investment - Held-For-Trading   30,000    30,000 
Total Current Assets   457,316    408,597 
NON-CURRENT ASSETS          
Fixed asset- office equipment   138    150 
Other receivables – SUIC Beneway USA Inc.   2,000    2,000 
Other receivables - Income From HFT   9,000    9,000 
Other interest receivables - Sinoway International   8,312    7,202 
Other receivables   146,078    146,078 
Total Assets  $622,843   $573,027 
           
LIABILITIES AND STOCKHOLDERS' DEFICIENCY   　    　 
CURRENT LIABILITIES:   　    　 
Credit Card payable  $3,940   $1,764 
Convertible promissory notes- other   287,000    287,000 
Short term debt   172,734    172,734 
Accrued expenses and other liabilities   175,379    170,115 
Total Current Liabilities   639,053    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   (1,697,444)   (1,739,820)
Total Stockholders' Deficiency   (16,210)   (58,585)
 Total Liabilities and Stockholders' Deficiency  $622,843   $573,027 

 

See accompanying notes to the financial statements.

 F-2 

 

 

SUIC WORLDWIDE HOLDINGS LTD.

Statements of Comprehensive Income

(Unaudited)

       
   Three Months Ended March 31,
　  2023  2022
Revenue  $60,000   $86,000 
Cost of revenue   13,470    82,143 
Gross profit   46,530    3,857 
Other Income   1,110    2,123 
Income (Loss) from operations   47,640    5,980 
           
Other expense:          
Interest expense - related party   —      —   
Interest expense – other   (5,264)    (4,845)
Total other expense:   (5,264)    (4,845)
Income (Loss) from continuing operations before income tax provision   42,376    1,135 
Income tax provision   —      —   
Income (Loss) from continuing operations   42,376    1,135 
Net Income (Loss)  $42,376   $1,135 
           
Earnings (loss) per share          
Basic   - continuing operation  $(0.00)  $(0.00)
- discontinuing operation  $(0.00)  $(0.00)
Total  $(0.00)  $(0.00)
Diluted - continuing operation  $(0.00)  $(0.00)
- discontinuing operation  $(0.00)  $(0.00)
Total  $(0.00)  $(0.00)
           
Weighted average shares outstanding          
Basic   33,503,604    33,503,604 
Diluted   320,503,604    320,503,604 

 

 

See accompanying notes to the financial statements.

 

 F-3 

 

SUIC WORLDWIDE HOLDINGS LTD.

Statements of Stockholders' Equity (Deficiency) 

       
   
   Common Stock  Additional   Accumulated   Accumulated Other   
　 

Number of

Shares

  Amount 

Paid-in

Capital

 

Earnings

(Deficit)

 

Income

(Loss)

  Total
Balance, December 31, 2021   33,503,604    33,504    1,647,731    (1,737,402)   —      (56,167)
Net income (loss)   —      —      —      (2,419)   —      (2,419)
Balance, December 31, 2022   33,503,604    33,504    1,647,731    (1,739,820)   —      (58,585)
Net income (loss)   —      —      —      42,376    —      42,376 
Balance, March 31, 2023   33,503,604    33,504    1,647,731    (1,697,444)   —      (16,210)

 

See accompanying notes to the financial statements.

 F-4 

 

 

SUIC WORLDWIDE HOLDINGS LTD.

Statements of Cash Flows

(Unaudited)

       
   Three Months Ended March 31,
　  2023  2022
CASH FLOW FROM OPERATING ACTIVITIES          
Net loss  $42,376   $1,135 
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:          
Change in operating assets and liabilities          
Decrease (increase) in accounts receivable   (50,000)   16,500 
Decrease in credit card payable   2,176    (1,837)
Increase in other receivables   —      (4,070)
Increase in other interest receivables-Sinoway Internatinal   (1,110)   (1,110)
Increase in accrued expenses and other current liabilities   5,264    221 
Depreciation   12    12 
Net cash used in continuing operation   (1,281)   10,853
Net cash provided by discontinued operation   —      —   
Net cash used in operating activities   (1,281)   10,853
           
CASH FLOW FROM INVESTING ACTIVITIES          
Increase in equity investments-SUIC Beneway USA Inc.   —      (2,000)
Increase in investing, office equipment   —      —   
Net cash used in investing activities   —      (2,000)
           
CASH FLOW FROM FINANCING ACTIVITIES          
Increase in non-related party loan   —      —   
Loan payable - related party   —      —   
Proceeds from issuance of common stock   —      —   
Net cash provided by continuing operation   —      —   
Net cash used in discontinued operation   —      —   
Net cash provided by(used in) financing activities   —      —   
           
Effect of exchange rate changes on cash          
INCREASE(DECREASE) IN CASH   (1,281)   8,853
Cash - beginning of year   16,072    29,850 
Cash - end   14,791   $38,703 
           
Supplement disclosure information          
Cash paid for interest   —      81 
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 financial statements.

 

 F-5 

 

 

SUIC WORLDWIDE HOLDINGS LTD.

Notes to the Financial Statements

March 31, 2023

(Unaudited) 

 

 

Note 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS 

 

SUIC Worldwide Holdings Ltd (SUIC) is a Nevada corporation incorporated on August 30, 2006, under the name Gateway Certifications, Inc. On November 16, 2009, our corporate name was changed to American Jianye Greentech Holdings, Ltd. on February 13, 2014, our corporate name was changed to AJ Greentech Holdings, Ltd. and on July 17, 2017, our corporate name was changed to Sino United Worldwide Consolidated Ltd. On November 9, 2022, our corporate name was changed to SUIC Worldwide Holdings Ltd.

 

From November 2009 until October, 2013, through our China and Taiwan subsidiaries, we were engaged renewable energy business. From October 2013 until September, 2017, through our Taiwan subsidiary, we were engaged in the driving record management system (DMS). Both Subsidiaries was spun off through stock transfer and debt cancellation for the best interest of shareholder.

 

From 2018 to present, the Company focused in products and services that adopt IoT, cloud computing, mobile payments, Big Data, Blockchain and AI, and other new and exciting business models that will create revolutionary products and services. On August 7, 2021, the Company has acquired 49% of the registered shares of Midas Touch Technology Co. Ltd., a digital asset management platform and company registered in the U.K. From 2020 to present, the Company through promissory notes and other investments in Beneway Holdings Group (its corporate name was changed from Sinoway International Corp.), became the major shareholder of Beneway Holdings Group. The company works with Beneway Holdings Group in several new business ventures with focus on the following fields:

 

1. Fintech platform: Through its global digital asset management platform and fintech products, Beneway Holdings Group connects borrower and lenders, comprising of digital wallets, electronic cards, P2P lenders, suppliers, manufacturers. Building strategic partnerships by bridging the various stakeholders in providing a holistic financial delivery ecosystem. Three major financial products are Beneway Flash Pay™, Beneway CQ Pay™ and Beneway Unified Procurement™ that help merchants to focus on business and marketing development. The company has signed letters of intent with several entities who are interested to participate in this business. Please refer to subsequent events.

 

2. Food Supply Chain Integration: Food Industry Supply Chain Integration: Beneway Holdings Group is working to promote the processes of integration for bringing reputable and distinguished overseas food product brands to the United States and globally. Food products are supplied from various origins, including ISO and HACCP-certified central kitchen food processing & production facilities, and distributed through online and offline smart store equipment systems, one-stop operation sales services, and facilitated by investments through capital management and mergers & acquisitions for vertical integration of the supply chain. The company has signed and shared letters of intents with I.Hart Company Limited, and the established supply chain integration in Taiwan will support Beneway’s food industry integration for product distribution through the US as well as globally. Please refer to subsequent events.

 

3. Global Franchise Expansion: With the five established franchise brands under I.Hart Company Limited and other well-known franchise brands in Asia, Beneway is planning to aggressively achieve its global franchise goal by fine-tuning the right mix of media-based marketing strategies, including search engine optimization, paid advertising, leveraging public relations on digital platforms, and maximizing conversion-based metrics through demographic targeting, geofencing, pay-per-click advertising, social medial publishing and management, hyper-local franchise marketing and much more. To maximize the growth and performance of the franchise goals, Beneway has identified several nationally-renowned franchise marketing and consulting companies to launch its franchise campaign nationally.

 

4. Supply Chain Integration of other industries: Beneway Holdings Group has identified several other industries for future expansion: medical and healthcare, high-tech digital AI systems, environmental protections, and energy related production. This will be accomplished through Beneway Holdings Group chief marketing plan, known as “The Starry Project”, to build extensive networks focused on streamlining the distribution of products and increase the sales and market shares of the products in all 50 states of America. This will all be facilitated through Beneway’s fintech solutions that allow for fast financing capabilities for business development, and capital investment dedicated to select mergers and acquisitions in the vertical integration of our supply chain model.

 

 F-6 

 

Note 2 – Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company had a working capital deficit of $181,731, an accumulated deficit of $1,697,444 and stockholders’ deficiency was $16,210 as of March 31, 2023. The Company did not generate cash or income from its continuing operation. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The company is developing new businesses in various fields. 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.

 

 

NOTE 3 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly owned subsidiary. All inter-company transactions and balances are eliminated in consolidation.

 

Certain amounts in last year’s financial statements have been reclassified to conform to current year presentation.

 

Interim Financial Statements

 

These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. They do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes thereto contained in its report on Form 10-K for the years ended December 31, 2022.

 

The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company's financial position at March 31, 2023, and the results of its operations and cash flows for the three months ended March 31, 2023. The results of operations for the period ended March 31, 2023 are not necessarily indicative of the results to be expected for future quarters or the full year.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results. Significant accounting estimates reflected in the Company’s consolidated financial statements included the valuation of accounts receivable, the estimated useful lives of long-term assets, the valuation of short term investment and the valuation of deferred tax assets.

 

Cash and cash equivalents

 

Cash and cash equivalents include cash on hand and deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less. The Company maintains its cash in bank deposit accounts. Cash accounts are guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on such cash.

 

 F-7 

 

Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions.

 

Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any. Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received.

  

Revenue Recognition

 

The Company’s revenue recognition policies are in compliance with ASC 606. Revenue is recognized when the promised goods or services are transferred to the customer. The amount of revenue recognized should equal the total consideration an entity expects to receive in return for the goods or services.

 

Our revenues are primarily generated by providing professional services and software products, consulting and other professional services to our clients and are billable to our clients based on the services provided, or achieved outcomes. Revenues are primarily driven by the total value, scope, and terms of the consulting contracts. We also engage independent contractors to supplement our revenue-generating professionals on client engagements as needed.

 

We adopt a fixed fee billing arrangement and agree to a pre-established fee in exchange for a predetermined set of professional services. We set the fees based on our estimates of the costs and timing for completing the engagements.

 

Our quarterly results are impacted principally by the total value, scope, and terms of our client contracts. Our utilization rate can be affected by seasonal variations in the demand for our services from our clients.

 

Our operating expenses include professional fees, technology costs, software and data hosting expenses, rent and other office related expenses.

 

Property and Equipment

 

Property and equipment are stated at cost, less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold and tenant improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. The Company periodically reviews assets’ estimated useful lives based upon actual experience and expected future utilization. A change in useful life is treated as a change in accounting estimate and is applied prospectively.

 

Upon retirement or disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in selling, general and administrative expenses for that period. Major additions and betterments are capitalized to the asset accounts while maintenance and repairs, which do not improve or extend the lives of assets, are expensed as incurred.

 

Investments in Non-Consolidated Entities

 

Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment are accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.

 

 F-8 

 

Fair value measurements

 

The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

 

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

• Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

• Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

Our Short Term Investment - Held-For-Trading - iDrink, Taiwan measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of March 31, 2023 and December 31, 2022.

 

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.

 

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 conversion. For the three months ended March 31, 2022 and 2021, the difference between numbers of basic and diluted shares of common stock is due to effect of convertible promissory note.

 

Accounting pronouncements issued but not yet adopted 

 

The Company does not believe any recently issued but not yet effective accounting standards, if currently adopted,,would have a material effect on the accompanying financial statements.

 

 

 F-9 

 

NOTE 4 – Loan Receivable

 

There was no loan receivable made during the period. The outstanding balance of Loan receivable come from following sources: 1. the Company paid registration fee of $2,000 on behalf of SUIC BENEWAY USA INC. 2. Make loan to Sinoway International Corp in amount of $90,000, which have accrued interest receivables in amount of $8,312. 3. Cash payments to Nora Lin for ROI on iDrink Investments in amount of $31,291.

 

 

NOTE 5 – Convertible Promissory Note

 

There was no convertible promissory note made during the period. The outstanding balance remain as $287,000. During the period, the interest accrued is in amount of $5,264.

 

 

NOTE 6 – Income Taxes

 

The Company did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because the Company has experienced operating losses for U.S. federal income tax purposes since inception. When it is more likely than not that the deferred tax asset cannot be realized through future income the Company must set up allowance for this future tax benefit.  As of March 31, 2022, the Company had approximately $1.8 million net operating loss carryforward available in the U.S. from continuing operation to reduce future taxable income. The Company set up 100% valuation allowance for deferred tax assets resulting from net operating loss carryforward.

 

The U.S. Tax Cuts and Jobs Act (the "Act") was enacted on December 22, 2017 and introduces significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as the global intangible low-taxed income tax and the base erosion tax, respectively. The Company's deferred tax assets were remeasured to reflect the reduction in the U.S. corporate income tax rate from 35% to 21%, resulting in a change of deferred tax assets of $142,650 for the year ended December 31, 2017. This amount can be seen on the rate reconciliation as an adjustment to deferred tax asset and corresponding valuation allowance.

 

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

       
   Three Months Ended March 31,
   2023  2022
Pre-tax income(loss)  $42,376   $1,135 
U.S. federal corporate income tax rate   21%   21%
Expected U.S. income tax expense(credit)  $8,899   $238 
Change of valuation allowance   (8,899)   (238)
Effective tax expense  $—     $—   

 

 

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the filing of this Form 10-Q with the SEC, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the transaction described below.

 

 

NOTE 8 – CONTINGENCY AND COMMITMENT

 

On February 7, 2023 to June 7, 2023, the company has signed a joint venture agreement and two letters of intent with I-Hart Company to work on business development for its five franchise brand products – one letter of intent is to deploy its cloud-based supply chain financing fintech platform and another is to plan the merger and share exchange between the Company and I-Hart Company.

 

From February 9, 2023 to February 10, 2023, the company has signed 4 letter of intent with I-Hart Company, Yuanzhi Branding Corp. Ltd., Taiwan Green Glow International Ltd, Awinn Creative Technologies Ltd. to deploy its cloud-based supply chain financing fintech platform to offer integrated cash flow solutions.

 

 F-10 

 

ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

This Quarterly Report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "management believes" and similar language. The forward-looking statements are based on the current expectations of the Company and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. Actual results may differ materially from results anticipated in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them.

 

Investors are also advised to refer to the information in our previous filings with the Securities and Exchange Commission (SEC), especially on Forms 10-K, 10-Q and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.

 

Overview

 

From 2018 to present, the Company focused in products and services that adopt IoT, cloud computing, mobile payments, Big Data, Blockchain and AI, and other new and exciting business models that will create revolutionary products and services. On August 7, 2021, the Company has acquired 49% of the registered shares of Midas Touch Technology Co. Ltd., a digital asset management platform and company is registered in the U.K. From 2020 to present, the Company through promissory notes and other investments in Beneway Holdings Group (its corporate name was changed from Sinoway International Corp.), became the major shareholder of Beneway Holdings Group.

 

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.

 

Results of Operations

 

Three and Three Months ended March 31, 2023 and 2022.

 

Revenue

 

The Company recognized $60,000 and $86,000 of revenue during the three months ended March 31, 2023 and 2022 respectively. Our revenues were generated from the I.T. management consulting services.

 

Cost of revenue:

 

Cost of revenue were $13,469 and $82,062 for the three months ended March 31, 2023 and 2022, respectively. The increase was primarily due to professional expenses. The cost of revenue comes from outsourcing of service.

 

Interest expense

 

During the three months ended March 31, 2023 and 2022, the Company had interest expense of $5,264 and $4,926 from convertible promissory note respectively.

 

Net income

 

As a result of the foregoing, the Company generated net income of $42,376 and $1,135 for the three months ended March 31, 2023 and 2022, respectively.

 

 13 

 

Liquidity and Capital Resources

 

We have funded our operations to date primarily through operations, and non-related party loans and capital contributions. Due to our net loss 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 sales and obtain additional financial resources to continue to develop its operations.

 

As of March 31, 2023, we had a working capital deficit of $ 181,737. Our current assets on March 31, 2023 were $457,316 primarily consisting of cash of $14,791, accounts receivable of $412,525 and Short Term Investment - Held-For-Trading $30,000. Our current liabilities were primarily composed of convertible promissory notes of $287,000, accrued expenses and other current liabilities of $175,379, and short term debt of $172,734.

 

As of March 31, 2022, we had a working capital deficit of $255,753. Our current assets on March 31, 2022 were $391,228 primarily consisting of cash of $38,703, loans receivable of $50,000, accounts receivable of $322,525 and Short Term Investment - Held-For-Trading $30,000. Our current liabilities were primarily composed of convertible promissory notes of $287,000, accrued expenses and other current liabilities of $186,855, and short term debt of $172,734.

 

Cash Flow from Operating Activities

 

Net cash provided (used) in operating activities was $1,282 during the three months ended March 31, 2023 which consisted of our net earnings of $42,376 with a change in accounts receivable of $50,000, increase in interest receivables $1,110, and a change in accrued expenses of $5,264.

 

Net cash provided (used) in operating activities was $10,853 during the three months ended March 31, 2022 which consisted of our net earnings of $1,135 with a decrease of accounts receivable of $16,500 increase in other receivables $4,070, increase in interest receivables of $1,110 and a change in accrued expenses and other current liabilities of $5,264.

 

Cash Flow from Investing Activities

 

Net cash used in investing activities totaled $0 for the three months ended March 31, 2023.

 

Net cash used in investing activities totaled $2,000 for the three months ended March 31, 2022 which was spent on the fees of SUIC Beneway USA Inc.

 

Cash Flow from Financing Activities

 

Net cash provided by financing activities totaled $0 of proceeds from non-related party loans for the three months ended March 31, 2023.

Net cash provided by financing activities totaled $0 of proceeds from non-related party loans for the three months ended March 31, 2022.

Off-Balance Sheet Arrangements

 

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Inflation

 

We do not believe our business and operations have been materially affected by inflation

 14 

 

Critical Accounting Policies and Estimates

 

This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principle generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

A summary of significant accounting policies is included in Note 3 to the consolidated financial statements included in this Annual Report. Of these policies, we believe that the following items are the most critical in preparing our financial statements.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions.

 

Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any. Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received.

 

Revenue Recognition

The Company’s revenue recognition policies are in compliance with ASC 606. Revenue is recognized when the promised goods or services are transferred to the customer. The amount of revenue recognized should equal the total consideration an entity expects to receive in return for the goods or services.

 

Our revenues are primarily generated by providing professional services and software products, consulting and other professional services to our clients and are billable to our clients based on the services provided or achieved outcomes. Revenues are primarily driven by the total value, scope, and terms of the consulting contracts. We also engage independent contractors to supplement our revenue-generating professionals on client engagements as needed.

 

We adopt a fixed fee billing arrangement and agree to a pre-established fee in exchange for a predetermined set of professional services. We set the fees based on our estimates of the costs and timing for completing the engagements.

 

Our quarterly results are impacted principally by the total value, scope, and terms of our client contracts. Our utilization rate can be affected by seasonal variations in the demand for our services from our clients.

 

Our operating expenses include professional fees, technology costs, software and data hosting expenses, rent and other office related expenses.

 

Foreign Currency Translation

The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash.

 

The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the consolidated statements of comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated statements of comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the statement of comprehensive income (loss). 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.

 

 15 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

As a smaller reporting company, we are not required to provide the information required by this item.

 

 

Item 4. Controls and Procedures.

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation of our management, which presently comprises 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 as of March 31, 2023 were effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended March 31, 2023 that materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

 16 

 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

To the best knowledge of the officers and directors, the Company was not a party to any legal proceeding or litigation as of March 31, 2023.

 

 

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 United Worldwide Consolidated Ltd.’s Quarterly Report on Form 10-Q for the period ended September 30, 2018 are formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheet; (ii) the Consolidated Statement of Comprehensive Income; (iii) the Consolidated Statements of Cash Flows, and (iv) Notes to 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.

 

SUIC WORLDWIDE HOLDINGS LTD.

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 17 

 

SIGNATURES

 

Date: July 3, 2023

By: /s/ Esther Jou

Esther Jou

Chief Executive Officer

 

 

Date: July 3, 2023

By: /s/ Yanru Zhou

Yanru Zhou

Chief Finance Officer

 

18

Exhibit 31.1

 

Certification Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002

 

I, Esther Jou, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of SUIC WORLDWIDE HOLDINGS LTD. (the “Registrant”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

 

Date: July 3, 2023.

By: /s/ Esther Jou

Esther Jou

Chief Executive Officer

Exhibit 31.2

 

Certification Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002

 

I, Yanru Zhou, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of SUIC WORLDWIDE HOLDINGS LTD. (the “Registrant”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

 

Date: July 3, 2023.

By: /s/ Yanru Zhou

Name: Yanru Zhou

Title: Chief Finance Officer

Exhibit 32.1

 

Certification Pursuant to 18 U.S.C. Section 1350

 

As Adopted Pursuant to

 

Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Quarter Report of SUIC WORLDWIDE HOLDINGS LTD. (the “Registrant”) on Form 10-Q for the period ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Esther Jou, as CEO of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

 

Date: July 3, 2023.

By: /s/ Esther Jou

Esther Jou

Chief Executive Officer

 

 

A signed original of this written statement required by Section 906 has been provided to SUIC WORLDWIDE HOLDINGS LTD. and will be retained by SUIC WORLDWIDE HOLDINGS LTD. and furnished to the Securities and Exchange Commission or its staff.

Exhibit 32.2

 

Certification Pursuant to 18 U.S.C. Section 1350

 

As Adopted Pursuant to

 

Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Quarter Report of SUIC WORLDWIDE HOLDINGS LTD. (the “Registrant”) on Form 10-Q for the period ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Yanru Zhou, as CFO of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

 

Date: July 3, 2023.

By: /s/ Yanru Zhou

Name: Yanru Zhou

Title: Chief Finance Officer

 

 

A signed original of this written statement required by Section 906 has been provided to SUIC WORLDWIDE HOLDINGS LTD. and will be retained by SUIC WORLDWIDE HOLDINGS LTD. and furnished to the Securities and Exchange Commission or its staff.

v3.23.2
Cover - shares
 3 Months Ended
Mar. 31, 2023
May 24, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2023  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 000-53737  
Entity Registrant Name SUIC WORLDWIDE HOLDINGS LTD.  
Entity Central Index Key 0001394108  
Entity Tax Identification Number 47-2148252  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 136-20 38th Ave.  
Entity Address, Address Line Two Unit 3G  
Entity Address, City or Town Flushing  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 11354  
City Area Code 929  
Local Phone Number 391-2550  
Title of 12(b) Security Common Stock  
Trading Symbol SUIC  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   33,503,604
v3.23.2
Balance Sheet (Unaudited) - USD ($)
Mar. 31, 2023
Dec. 31, 2022
CURRENT ASSETS:    
Cash $ 14,791 $ 16,072
Accounts receivable, net 412,525 362,525
Short Term Investment - Held-For-Trading 30,000 30,000
Total Current Assets 457,316 408,597
NON-CURRENT ASSETS    
Fixed asset- office equipment 138 150
Other receivables – SUIC Beneway USA Inc. 2,000 2,000
Other receivables - Income From HFT 9,000 9,000
Other interest receivables - Sinoway International 8,312 7,202
Other receivables 146,078 146,078
Total Assets 622,843 573,027
CURRENT LIABILITIES:    
Credit Card payable 3,940 1,764
Convertible promissory notes- other 287,000 287,000
Short term debt 172,734 172,734
Accrued expenses and other liabilities 175,379 170,115
Total Current Liabilities 639,053 631,613
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 (1,697,444) (1,739,820)
Total Stockholders' Deficiency (16,210) (58,585)
 Total Liabilities and Stockholders' Deficiency $ 622,843 $ 573,027
v3.23.2
Balance Sheet (Unaudited) (Parenthetical)
Dec. 31, 2021
$ / shares
shares
Statement of Financial Position [Abstract]  
Common Stock, Par or Stated Value Per Share | $ / shares $ 0.001
Common Stock, Shares Authorized 394,500,000
Common Stock, Shares, Outstanding 33,503,604
v3.23.2
Statements of Comprehensive Income (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Income Statement [Abstract]    
Revenue $ 60,000 $ 86,000
Cost of revenue 13,470 82,143
Gross profit 46,530 3,857
Other Income 1,110 2,123
Income (Loss) from operations 47,640 5,980
Other expense:    
Interest expense - related party
Interest expense – other (5,264) (4,845)
Total other expense: (5,264) (4,845)
Income (Loss) from continuing operations before income tax provision 42,376 1,135
Income tax provision
Income (Loss) from continuing operations 42,376 1,135
Net Income (Loss) $ 42,376 $ 1,135
Earnings (loss) per share    
Basic   - continuing operation $ (0.00) $ (0.00)
- discontinuing operation (0.00) (0.00)
Total (0.00) (0.00)
Diluted - continuing operation $ (0.00) $ (0.00)
Weighted average shares outstanding    
Basic 33,503,604 33,503,604
Diluted 320,503,604 320,503,604
v3.23.2
Statements of Stockholders' Equity (Deficiency) (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Total
Beginning balance, value at Dec. 31, 2021 $ 33,504 $ 1,647,731 $ (1,737,402) $ (56,167)
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 33,503,604        
Net income (loss) (2,419) (2,419)
Ending balance, value at Dec. 31, 2022 $ 33,504 1,647,731 (1,739,820) (58,585)
Shares, Outstanding, Ending Balance at Dec. 31, 2022 33,503,604        
Net income (loss) 42,376 42,376
Ending balance, value at Mar. 31, 2023 $ 33,504 $ 1,647,731 $ (1,697,444) $ (16,210)
Shares, Outstanding, Ending Balance at Mar. 31, 2023 33,503,604        
v3.23.2
Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
CASH FLOW FROM OPERATING ACTIVITIES      
Net loss $ 42,376 $ 1,135 $ (2,419)
Change in operating assets and liabilities      
Decrease (increase) in accounts receivable (50,000) 16,500  
Decrease in credit card payable 2,176 (1,837)  
Increase in other receivables (4,070)  
Increase in other interest receivables-Sinoway Internatinal (1,110) (1,110)  
Increase in accrued expenses and other current liabilities 5,264 221  
Depreciation 12 12  
Net cash used in continuing operation (1,281) 10,853  
Net cash provided by discontinued operation  
Net cash used in operating activities (1,281) 10,853  
CASH FLOW FROM INVESTING ACTIVITIES      
Increase in equity investments-SUIC Beneway USA Inc. (2,000)  
Increase in investing, office equipment  
Net cash used in investing activities (2,000)  
CASH FLOW FROM FINANCING ACTIVITIES      
Increase in non-related party loan  
Loan payable - related party  
Proceeds from issuance of common stock  
Net cash provided by continuing operation  
Net cash used in discontinued operation  
Net cash provided by(used in) financing activities  
INCREASE(DECREASE) IN CASH (1,281) (8,853)  
Cash - beginning of year 16,072 29,850 29,850
Cash - end 14,791 38,703 $ 16,072
Supplement disclosure information      
Cash paid for interest 81  
Cash paid for interest-discontinued operation  
Cash paid for income taxes  
Cash paid for income taxes-discontinued operation  
v3.23.2
Note 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
 3 Months Ended
Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Note 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Note 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS 

 

SUIC Worldwide Holdings Ltd (SUIC) is a Nevada corporation incorporated on August 30, 2006, under the name Gateway Certifications, Inc. On November 16, 2009, our corporate name was changed to American Jianye Greentech Holdings, Ltd. on February 13, 2014, our corporate name was changed to AJ Greentech Holdings, Ltd. and on July 17, 2017, our corporate name was changed to Sino United Worldwide Consolidated Ltd. On November 9, 2022, our corporate name was changed to SUIC Worldwide Holdings Ltd.

 

From November 2009 until October, 2013, through our China and Taiwan subsidiaries, we were engaged renewable energy business. From October 2013 until September, 2017, through our Taiwan subsidiary, we were engaged in the driving record management system (DMS). Both Subsidiaries was spun off through stock transfer and debt cancellation for the best interest of shareholder.

 

From 2018 to present, the Company focused in products and services that adopt IoT, cloud computing, mobile payments, Big Data, Blockchain and AI, and other new and exciting business models that will create revolutionary products and services. On August 7, 2021, the Company has acquired 49% of the registered shares of Midas Touch Technology Co. Ltd., a digital asset management platform and company registered in the U.K. From 2020 to present, the Company through promissory notes and other investments in Beneway Holdings Group (its corporate name was changed from Sinoway International Corp.), became the major shareholder of Beneway Holdings Group. The company works with Beneway Holdings Group in several new business ventures with focus on the following fields:

 

1. Fintech platform: Through its global digital asset management platform and fintech products, Beneway Holdings Group connects borrower and lenders, comprising of digital wallets, electronic cards, P2P lenders, suppliers, manufacturers. Building strategic partnerships by bridging the various stakeholders in providing a holistic financial delivery ecosystem. Three major financial products are Beneway Flash Pay™, Beneway CQ Pay™ and Beneway Unified Procurement™ that help merchants to focus on business and marketing development. The company has signed letters of intent with several entities who are interested to participate in this business. Please refer to subsequent events.

 

2. Food Supply Chain Integration: Food Industry Supply Chain Integration: Beneway Holdings Group is working to promote the processes of integration for bringing reputable and distinguished overseas food product brands to the United States and globally. Food products are supplied from various origins, including ISO and HACCP-certified central kitchen food processing & production facilities, and distributed through online and offline smart store equipment systems, one-stop operation sales services, and facilitated by investments through capital management and mergers & acquisitions for vertical integration of the supply chain. The company has signed and shared letters of intents with I.Hart Company Limited, and the established supply chain integration in Taiwan will support Beneway’s food industry integration for product distribution through the US as well as globally. Please refer to subsequent events.

 

3. Global Franchise Expansion: With the five established franchise brands under I.Hart Company Limited and other well-known franchise brands in Asia, Beneway is planning to aggressively achieve its global franchise goal by fine-tuning the right mix of media-based marketing strategies, including search engine optimization, paid advertising, leveraging public relations on digital platforms, and maximizing conversion-based metrics through demographic targeting, geofencing, pay-per-click advertising, social medial publishing and management, hyper-local franchise marketing and much more. To maximize the growth and performance of the franchise goals, Beneway has identified several nationally-renowned franchise marketing and consulting companies to launch its franchise campaign nationally.

 

4. Supply Chain Integration of other industries: Beneway Holdings Group has identified several other industries for future expansion: medical and healthcare, high-tech digital AI systems, environmental protections, and energy related production. This will be accomplished through Beneway Holdings Group chief marketing plan, known as “The Starry Project”, to build extensive networks focused on streamlining the distribution of products and increase the sales and market shares of the products in all 50 states of America. This will all be facilitated through Beneway’s fintech solutions that allow for fast financing capabilities for business development, and capital investment dedicated to select mergers and acquisitions in the vertical integration of our supply chain model.
v3.23.2
Note 2 – Going Concern
 3 Months Ended
Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Note 2 – Going Concern

Note 2 – Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company had a working capital deficit of $181,731, an accumulated deficit of $1,697,444 and stockholders’ deficiency was $16,210 as of March 31, 2023. The Company did not generate cash or income from its continuing operation. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The company is developing new businesses in various fields. 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.
v3.23.2
NOTE 3 – Summary of Significant Accounting Policies
 3 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
NOTE 3 – Summary of Significant Accounting Policies

NOTE 3 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly owned subsidiary. All inter-company transactions and balances are eliminated in consolidation.

 

Certain amounts in last year’s financial statements have been reclassified to conform to current year presentation.

 

Interim Financial Statements

 

These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. They do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes thereto contained in its report on Form 10-K for the years ended December 31, 2022.

 

The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company's financial position at March 31, 2023, and the results of its operations and cash flows for the three months ended March 31, 2023. The results of operations for the period ended March 31, 2023 are not necessarily indicative of the results to be expected for future quarters or the full year.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results. Significant accounting estimates reflected in the Company’s consolidated financial statements included the valuation of accounts receivable, the estimated useful lives of long-term assets, the valuation of short term investment and the valuation of deferred tax assets.

 

Cash and cash equivalents

 

Cash and cash equivalents include cash on hand and deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less. The Company maintains its cash in bank deposit accounts. Cash accounts are guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on such cash.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions.

 

Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any. Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received.

  

Revenue Recognition

 

The Company’s revenue recognition policies are in compliance with ASC 606. Revenue is recognized when the promised goods or services are transferred to the customer. The amount of revenue recognized should equal the total consideration an entity expects to receive in return for the goods or services.

 

Our revenues are primarily generated by providing professional services and software products, consulting and other professional services to our clients and are billable to our clients based on the services provided, or achieved outcomes. Revenues are primarily driven by the total value, scope, and terms of the consulting contracts. We also engage independent contractors to supplement our revenue-generating professionals on client engagements as needed.

 

We adopt a fixed fee billing arrangement and agree to a pre-established fee in exchange for a predetermined set of professional services. We set the fees based on our estimates of the costs and timing for completing the engagements.

 

Our quarterly results are impacted principally by the total value, scope, and terms of our client contracts. Our utilization rate can be affected by seasonal variations in the demand for our services from our clients.

 

Our operating expenses include professional fees, technology costs, software and data hosting expenses, rent and other office related expenses.

 

Property and Equipment

 

Property and equipment are stated at cost, less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold and tenant improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. The Company periodically reviews assets’ estimated useful lives based upon actual experience and expected future utilization. A change in useful life is treated as a change in accounting estimate and is applied prospectively.

 

Upon retirement or disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in selling, general and administrative expenses for that period. Major additions and betterments are capitalized to the asset accounts while maintenance and repairs, which do not improve or extend the lives of assets, are expensed as incurred.

 

Investments in Non-Consolidated Entities

 

Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment are accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.

 

Fair value measurements

 

The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

 

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

• Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

• Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

Our Short Term Investment - Held-For-Trading - iDrink, Taiwan measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of March 31, 2023 and December 31, 2022.

 

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.

 

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 conversion. For the three months ended March 31, 2022 and 2021, the difference between numbers of basic and diluted shares of common stock is due to effect of convertible promissory note.

 

Accounting pronouncements issued but not yet adopted 

 

The Company does not believe any recently issued but not yet effective accounting standards, if currently adopted,,would have a material effect on the accompanying financial statements.

 
v3.23.2
NOTE 4 – Loan Receivable
 3 Months Ended
Mar. 31, 2023
Receivables [Abstract]  
NOTE 4 – Loan Receivable

NOTE 4 – Loan Receivable

 

There was no loan receivable made during the period. The outstanding balance of Loan receivable come from following sources: 1. the Company paid registration fee of $2,000 on behalf of SUIC BENEWAY USA INC. 2. Make loan to Sinoway International Corp in amount of $90,000, which have accrued interest receivables in amount of $8,312. 3. Cash payments to Nora Lin for ROI on iDrink Investments in amount of $31,291.
v3.23.2
NOTE 5 – Convertible Promissory Note
 3 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
NOTE 5 – Convertible Promissory Note

NOTE 5 – Convertible Promissory Note

 

There was no convertible promissory note made during the period. The outstanding balance remain as $287,000. During the period, the interest accrued is in amount of $5,264.
v3.23.2
NOTE 6 – Income Taxes
 3 Months Ended
Mar. 31, 2023
Income Tax Disclosure [Abstract]  
NOTE 6 – Income Taxes

NOTE 6 – Income Taxes

 

The Company did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because the Company has experienced operating losses for U.S. federal income tax purposes since inception. When it is more likely than not that the deferred tax asset cannot be realized through future income the Company must set up allowance for this future tax benefit.  As of March 31, 2022, the Company had approximately $1.8 million net operating loss carryforward available in the U.S. from continuing operation to reduce future taxable income. The Company set up 100% valuation allowance for deferred tax assets resulting from net operating loss carryforward.

 

The U.S. Tax Cuts and Jobs Act (the "Act") was enacted on December 22, 2017 and introduces significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as the global intangible low-taxed income tax and the base erosion tax, respectively. The Company's deferred tax assets were remeasured to reflect the reduction in the U.S. corporate income tax rate from 35% to 21%, resulting in a change of deferred tax assets of $142,650 for the year ended December 31, 2017. This amount can be seen on the rate reconciliation as an adjustment to deferred tax asset and corresponding valuation allowance.

 

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

       
   Three Months Ended March 31,
   2023  2022
Pre-tax income(loss)  $42,376   $1,135 
U.S. federal corporate income tax rate   21%   21%
Expected U.S. income tax expense(credit)  $8,899   $238 
Change of valuation allowance   (8,899)   (238)
Effective tax expense  $—     $—   

 
v3.23.2
NOTE 7 – SUBSEQUENT EVENTS
 3 Months Ended
Mar. 31, 2023
Subsequent Events [Abstract]  
NOTE 7 – SUBSEQUENT EVENTS

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the filing of this Form 10-Q with the SEC, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the transaction described below.
v3.23.2
NOTE 8 – CONTINGENCY AND COMMITMENT
 3 Months Ended
Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
NOTE 8 – CONTINGENCY AND COMMITMENT

NOTE 8 – CONTINGENCY AND COMMITMENT

 

On February 7, 2023 to June 7, 2023, the company has signed a joint venture agreement and two letters of intent with I-Hart Company to work on business development for its five franchise brand products – one letter of intent is to deploy its cloud-based supply chain financing fintech platform and another is to plan the merger and share exchange between the Company and I-Hart Company.

 

From February 9, 2023 to February 10, 2023, the company has signed 4 letter of intent with I-Hart Company, Yuanzhi Branding Corp. Ltd., Taiwan Green Glow International Ltd, Awinn Creative Technologies Ltd. to deploy its cloud-based supply chain financing fintech platform to offer integrated cash flow solutions.
v3.23.2
NOTE 3 – Summary of Significant Accounting Policies (Policies)
 3 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly owned subsidiary. All inter-company transactions and balances are eliminated in consolidation.

 

Certain amounts in last year’s financial statements have been reclassified to conform to current year presentation.

 

Interim Financial Statements

 

These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. They do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes thereto contained in its report on Form 10-K for the years ended December 31, 2022.

 

The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company's financial position at March 31, 2023, and the results of its operations and cash flows for the three months ended March 31, 2023. The results of operations for the period ended March 31, 2023 are not necessarily indicative of the results to be expected for future quarters or the full year.
Use of Estimates

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results. Significant accounting estimates reflected in the Company’s consolidated financial statements included the valuation of accounts receivable, the estimated useful lives of long-term assets, the valuation of short term investment and the valuation of deferred tax assets.
Cash and cash equivalents

Cash and cash equivalents

 

Cash and cash equivalents include cash on hand and deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less. The Company maintains its cash in bank deposit accounts. Cash accounts are guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on such cash.
Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions.

 

Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any. Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received.
Revenue Recognition

Revenue Recognition

 

The Company’s revenue recognition policies are in compliance with ASC 606. Revenue is recognized when the promised goods or services are transferred to the customer. The amount of revenue recognized should equal the total consideration an entity expects to receive in return for the goods or services.

 

Our revenues are primarily generated by providing professional services and software products, consulting and other professional services to our clients and are billable to our clients based on the services provided, or achieved outcomes. Revenues are primarily driven by the total value, scope, and terms of the consulting contracts. We also engage independent contractors to supplement our revenue-generating professionals on client engagements as needed.

 

We adopt a fixed fee billing arrangement and agree to a pre-established fee in exchange for a predetermined set of professional services. We set the fees based on our estimates of the costs and timing for completing the engagements.

 

Our quarterly results are impacted principally by the total value, scope, and terms of our client contracts. Our utilization rate can be affected by seasonal variations in the demand for our services from our clients.

 

Our operating expenses include professional fees, technology costs, software and data hosting expenses, rent and other office related expenses.
Property and Equipment

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

 

Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment are accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.
Fair value measurements

Fair value measurements

 

The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

 

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

• Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

• Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

Our Short Term Investment - Held-For-Trading - iDrink, Taiwan measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of March 31, 2023 and December 31, 2022.
Income Taxes

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.
Earnings per Share

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 conversion. For the three months ended March 31, 2022 and 2021, the difference between numbers of basic and diluted shares of common stock is due to effect of convertible promissory note.
Accounting pronouncements issued but not yet adopted

Accounting pronouncements issued but not yet adopted 

 

The Company does not believe any recently issued but not yet effective accounting standards, if currently adopted,,would have a material effect on the accompanying financial statements.
v3.23.2
NOTE 6 – Income Taxes (Tables)
 3 Months Ended
Mar. 31, 2023
Income Tax Disclosure [Abstract]  
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]
       
   Three Months Ended March 31,
   2023  2022
Pre-tax income(loss)  $42,376   $1,135 
U.S. federal corporate income tax rate   21%   21%
Expected U.S. income tax expense(credit)  $8,899   $238 
Change of valuation allowance   (8,899)   (238)
Effective tax expense  $—     $—   
v3.23.2
Note 2 – Going Concern (Details Narrative) - USD ($)
Mar. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Banking Regulation, Total Capital, Actual $ (181,731)    
Retained Earnings (Accumulated Deficit) (1,697,444) $ (1,739,820)  
Equity, Attributable to Parent $ (16,210) $ (58,585) $ (56,167)
v3.23.2
NOTE 4 – Loan Receivable (Details Narrative)
 3 Months Ended
Mar. 31, 2022
USD ($)
Receivables [Abstract]  
[custom:RegistrationFeePortionOfLoansReceivable] $ 2,000
[custom:RelatedPartyLoanPortionOfLoansReceivable] 90,000
[custom:AccruedInterestReceivablesPortionOfLoansReceivable] 8,312
[custom:CashPaymentsPortionOfLoansReceivable] $ 31,291
v3.23.2
NOTE 5 – Convertible Promissory Note (Details Narrative)
 3 Months Ended
Mar. 31, 2023
USD ($)
Debt Disclosure [Abstract]  
Long-Term Debt, Gross $ 287,000
Debt Instrument, Increase, Accrued Interest $ 5,264
v3.23.2
Reconciliation of provision for income taxes to effective income tax rate (Details) - USD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Dec. 31, 2017
Income Tax Disclosure [Abstract]        
Pre-tax income(loss) $ 42,376 $ 1,135 $ (2,419)  
U.S. federal corporate income tax rate 21.00% 21.00%    
Expected U.S. income tax expense(credit) $ 8,899 $ 238    
Change of valuation allowance (8,899) (238)   $ (142,650)
Effective tax expense    
v3.23.2
NOTE 6 – Income Taxes (Details Narrative) - USD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2017
Dec. 31, 2021
Income Tax Disclosure [Abstract]        
Operating Loss Carryforwards       $ 1,800,000
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount $ 8,899 $ 238 $ 142,650  
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