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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 June 30, 2025

 

 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 $0.01 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 August 14, 2025 , 11,396,638 shares of the Company’s common stock, $0.01 par value, were issued and outstanding.

 

 

 
 

 

 

SUIC WORLDWIDE HOLDINGS LTD.

FORM 10-Q

June 30, 2025

INDEX

 

PART I-- FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited) 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 15
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
Item 4. Control and Procedures 18

 

PART II-- OTHER INFORMATION

 

Item 1. Legal Proceedings 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Mine Safety Disclosures. 19
Item 5. Other Information. 19
Item 6. Exhibits 19
SIGNATURES 20

 

 

SUIC WORLDWIDE HOLDINGS LTD.

Index to the financial statements

 

Table of Contents Page(s)
Balance Sheets at June 30, 2025 (Unaudited) and December 31, 2024 (Audited) F-1
Unaudited Statements of Operations for the Three Months and Six Months Ended June 30, 2025 and 2024 F-2
Unaudited Statement s of Stockholders ‘Deficiency for the Three Months and Six Months Ended June 30, 2025 and 2024 F-3
Unaudited Statements of Cash Flows for the Three Months and Six Months Ended June 30, 2025 and 2024 F-4
Notes to the Financial Statements (Unaudited) F-5 - F-10

 

 

 4 

 

SUIC WORLDWIDE HOLDINGS LTD.

Balance Sheet

June 30, 2025

       
  

 

June 30,

2025

(Unaudited)

 

 

December 31,

2024

(Audited)

ASSETS          
CURRENT ASSETS:          
Cash  $9,279   $38,495 
Investment in equities   30,000      
Total Current Assets  $39,279   $38,495 
NONCURRENT ASSETS:          
Other interest receivables         15,702 
Other loan receivables   1,231    30,000 
Total Noncurrent Assets   1,231    45,702 
Total Assets  $40,510   $84,197 
           
LIABILITIES AND STOCKHOLDERS' DEFICIENCY          
CURRENT LIABILITIES:          
Credit Card payable  $29,728   $11,756 
Accounts payable - related party         8,769 
Short term debts   95,274    97,900 
Loan payables- others   259,445    254,445 
Other payables - related party   76,000    96,000 
Accrued expenses and other liabilities   119,109    109,877 
Total Current Liabilities  $579,556   $578,747 
           
NONCURRENT LIABILITIES:          
Convertible promissory notes- other   279,000    279,000 
Total Noncurrent Liabilities  $279,000   $279,000 
           
Total Liabilities  $858,556   $857,747 
           
Stockholders’ Deficiency          
Common stock, $0.01 par value, 394,500,000 shares authorized; 11,396,638 shares and 11,396,638 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively   41,544    41,544 
Additional paid-in capital   1,726,921    1,711,691 
Accumulated deficit   (2,586,461))   (2,526,784)
Total Stockholders' Deficiency  $(817,996)  $(773,550)
Total Liabilities and Stockholders' Deficiency  $40,510   $84,197 

 

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

  

 F-1 

 

SUIC WORLDWIDE HOLDINGS LTD.

Statements of Operations

(Unaudited) 

                     
  

Three Months Ended

June 30,

 

Six Months Ended

June 30,

   2025  2024  2025  2024
Revenue  $     $     $     $   
Cost of revenue                        
Gross profit                        
                     
Operating Expenses                    
General and administrative expenses   23,607    14,527    35,645    30,847 
Bad debt expenses               15,702    60,000 
Total operating expenses   23,607    14,527    51,347    90,847 
Income (Loss) from operations   (23,607)   (14,527)   (51,347)   (90,846 
Other income         374    3,008    1,484 
Total other income         374    3,008    1,484 
                     
Other expense:                    
Interest expense - related party   4,613    4,685    9,182    9,313 
Interest expense- other   1,475    400    2,155    801 
Total other expense:   6,088    5,085    11,337    10,114 
Income (Loss) before income tax provision   (29,695)   (19,238)   (59,676)   (99,477)
                     
Income tax provision                        
              `      
Net (Loss)  $(29,695)  $(19,238)  $(59,676)  $(99,477)
                     
Weighted average shares outstanding                    
Basic   11,396,638    11,350,360    11,396,638    11,350,360 
Diluted   290,396,638    290,350,360    290,396,638    290,350,360 

 

 

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

 

 F-2 

 

SUIC WORLDWIDE HOLDINGS LTD.

Statements of Stockholders' Deficiency 

(Unaudited)

                
   Common Stock  Additional  Accumulated   
  

Number of

Shares

  Amount 

Paid-in

Capital

 

Earnings

(Deficit)

  Total
Balance, December 31, 2024   11,396,638   $41,544   $1,711,691   $(2,526,784)   (773,550)
Shares Issued   —                         
Capital contribution   —            15,230         15,230 
Net loss                  (59,676)   (59,676)
Balance, June 30, 2025   11,396,638   $41,544   $1,726,921   $(2,586,460)   (817,996)

 

      

   
   Common Stock  Additional  Accumulated   
   Number of Shares  Amount 

Paid-in

Capital

  Earnings (Deficit)  Total
Balance, December 31, 2023   11,350,360   $41,504   $1,647,731   $(2,292,573)  $(603,339)
Shares issued   —                           
Net loss   —                  (99,477)   (99,477)
Balance, June 30, 2024   11,350,360   $41,504   $1,647,731   $(2,392,050)  $(702,816)

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

 F-3 

 

SUIC WORLDWIDE HOLDINGS LTD.

Statements of Cash Flows

(Unaudited) 

           
   Six Months Ended June 30,
   2025  2024
CASH FLOW FROM OPERATING ACTIVITIES          
Net (loss)  $(59,676)  $(99,477)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:          
Depreciation         25 
Change in operating assets and liabilities          
Accounts receivable            
Other loan receivables   28,769    60,000 
Other interest receivables   15,702    (1,484)
Credit card payable   17,972    6,919 
Accounts payable   (8,769)   (20,000)
Accrued expenses and other current liabilities   9,232    9,313 
Net cash (used in) operating activities  $(3,179)  $(44,704)
           
CASH FLOW FROM INVESTING ACTIVITIES          
Investment in equities  $(30,000)  $   
Net cash provided by investing activities  $(30,000)  $   
           
CASH FLOW FROM FINANCING ACTIVITIES          
Proceeds from loan payables – others   5,000    40,975 
Proceeds from short term debts   (2,626)      
Proceeds from capital contribution   15,230       
Proceed from repayments of related party loan   (20,000)   14,595 
Net cash provided by (used in) financing activities  $(2,396)  $55,570 
           
Effect of exchange rate changes on cash:          
INCREASE(DECREASE) IN CASH  $(29,216)  $10,866 
Cash - beginning of year  $38,495   $7,600 
Cash - end of period  $9,279   $18,466 
           
Supplement disclosure information          
Cash paid for interest  $2,155   $801 
Cash paid for income taxes            

 

 

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

 

 F-4 

 

SUIC WORLDWIDE HOLDINGS LTD.

Notes to the Financial Statements

June 30, 2025

(Unaudited) 

 

 

NOTE 1 – Organization and Basis of presentation

 

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

 

From November 2009 until October, 2013, through our China and Taiwan subsidiaries, we were engaged in 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 shareholders.

 

From 2018 to present, the Company focused in products and services that adopt IT, cloud computing, mobile payments, Big Data, Blockchain and AI, and other new and exciting business models that will create revolutionary products and services. From 2020 to present, the Company through promissory notes becomes major creditor and stakeholder in Beneway Holdings Group (its corporate name was changed from Sinoway International Corp.). As of June 30 2025, Midas Touch Technology Co. Ltd., doesn’t have any operation and net assets. The company works with Beneway Holdings Group in several new business ventures with focus on the following fields:

 

 F-5 

 

NOTE 2 – Summary of Significant Accounting Policies

 

Unaudited Interim Financial Information

 

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of operations for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K for the fiscal year ended December 31, 2024.

 

When used in these notes, the terms “SUIC,” “Company,” “we,” “us” and “our” mean SUIC WORLDWIDE HOLDINGS LTD. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP 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. These estimates and assumptions take into account historical and forward-looking factors that the Company believes are reasonable. Actual results could differ from those estimates and assumptions.

 

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-6 

 

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. There is $0 revenue as of June 30, 2025 and $0 as of June 30, 2024. 

 

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

 

Property and Equipment

 

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

 

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

 

 F-7 

 

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.

  

Income Taxes

 

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

 

The Company adopted ASC 740-10-25, Income Taxes- Overall-Recognition, on January 1, 2007, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize any additional liabilities for uncertain tax positions as a result of the implementation of ASC 740-10-25.

 

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted by the U.S. government which included a wide range of tax reform affecting businesses including the corporate tax rates, international tax provisions, tax credits and deduction with majority of the tax provision effective after December 31, 2017.

 

 F-8 

 

The Company accounts for an unrecognized tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the tax authorities.

 

Concentration of Credit Risk

 

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investment, account receivables, as well as dividend receivable. The carrying values of the financial instruments approximate their fair values due to their short-term maturities. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality. As of June 30, 2025, there were no amounts in excess of the FDIC guarantee.

 

Account receivables primarily comprise of amounts receivable from the trader customers. With respect to the prepayment to service suppliers, the Company performs on-going credit evaluations of the financial condition of these suppliers. The Company establishes an allowance for doubtful accounts based upon estimates, factors surrounding the credit risk of specific service providers and other information.

 

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 six months ended June 30, 2025 and 2024, 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.

 

 

NOTE 3 – Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company had a working capital (deficit) of $(540,277), an accumulated deficit of $(2,586,461) and stockholders’ deficiency was $($817,996) as of June 30, 2025. The Company didn’t generate cash or income from its continuing operation. There is substantial doubt about the ability of the entity to continue as a going concern within one year after the date that the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The company is seeking for external resource of financing and develop new business in new fields to generate adequate cash flow for purpose of mitigating such unfavorable situation.

 

 

NOTE 4 – Loan Receivable

 

The other loan receivable of $30,000 was fully repaid with 30,000,000 shares of common stock of Beneway Holdings Group Ltd. at the price of $0.001 per share. The balance of the related accrued interest receivables in amount of $16,076 was written off. There is no more interest income accrued as of June 30, 2025.

 

 

NOTE 5 – Related Party Transactions and Balances

 

Shoou -Chyn Kan is a significant creditor of the Company that could influence the decisions of the Company. And Shoou-Chyn Kan maintains business relationships with a number of Company’s shareholders.

 

On November 6, 2023, Shoou Chyn Kan converted a portion of a $20,000 convertible loan issued on July 1, 2019 into 8,000,000 shares of common stocks.  

 

As of June 30, 2025, there was no convertible promissory note made. The outstanding balance of convertible promissory notes with creditor, Shoou Chyn Kan is $279,000. During the period, the balance of accrued interest $113,986, with quarterly accrued interest of $4,376.

 

Unise Investment Corp., is a shareholder of the Company. The Company has an outstanding other payable to Unise Investment Corp totaling $76,000 and $96,000 as of June 30, 2025 and December 31, 2024 respectively.

 

 

NOTE 6 – Equity

 

As of June 30, 2025, there were 11,396,638 shares outstanding. On July 3, 2023, the Board of Directors authorized the submission of a Certificate of Change/Amendment to the Nevada Secretary of State in which the Company sought to affect a reverse split of its common stock at the rate of 1 for 10 The reverse split of SUIC Worldwide Holdings Ltd. (the “Company”) common stock at a ratio of 1 for 10, has been declared effective by FINRA with a Daily List Announcement Date of July 24, 2023, and a Market Effective Date of July 25, 2023. A “SUICD” was placed on the Company’s ticker symbol for 20 business days after the Market Effective Date.  After 20 business days, the symbol reverted back to the original symbol (SUIC).

 

 

NOTE 7– Income Taxes

 

As of June 30, 2025, the unused net operating loss carryover was $(2,586,510). Due to the Company experienced net loss for a long period, so it treats deferred tax asset generated by net operating loss in a conservative manner. The Company deem the chance of the deferred tax asset being fully realized less than 50%. Thus, the Company recognized Valuation Allowance for Deferred Asset as full amount of deferred tax asset. The ending balance of Deferred Tax Asset and its Valuation Allowance are stated as following:

 

   June 30,  December 31,
   2025  2024
Deferred Tax Asset  $543,157   $530,625 
           
Valuation Allowance  $(543,157)  $(530,625)
           
Deferred Tax Asset (Net)  $     $   

 

 F-9 

 

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

       
   Six Months Ended June 30,
   2025  2024
Pre-tax income(loss)  $(59,676)  $(99,477)
U.S. federal corporate income tax rate   21%   21%
Expected U.S. income tax expense(credit)  $12,532   $20,890 
Change of valuation allowance   (12,532)   (20,890)
Effective tax expense  $     $   

 

 

Note 8- Convertible Promissory Note and Short Term Loans

 

The Company has signed the following convertible promissory note agreements with creditor, Shoou Chyn Kan, with an outstanding total $279,000 and $279,000 as of June 30, 2025 and December 31, 2024, respectively . The notes have parity in conversion in to common share for $0.001 per share with interest rate 5% per annum. The composition of the outstanding balances is stated in the following table:

 

Date Description June 30, 2025 December 31, 2024 
October 1, 2017 Loan granted convertible to 65 million shares of common stock of the Company. $65,000 $65,000
December 1, 2018 Loan granted convertible to 20 million shares of common stock of the Company. $20,000 $20,000
January 29, 2019 Loan granted convertible to 15 million shares of common stock of the Company. $15,000 $15,000
June 1, 2019 Loan granted convertible to 50 million shares of common stock of the Company. $50,000 $50,000
July 1, 2019 Loan granted convertible to 20 million shares of common stock of the Company $12,000 $20,000
December 1, 2019 Loan granted convertible to 20 million shares of common stock of the Company. $20,000 $20,000
January 22, 2020 Loan granted convertible to 35 million shares of common stock of the Company. $35,000 $35,000
June 1, 2020 Loan granted convertible to 12 million shares of common stock of the Company. $12,000 $12,000
August 25, 2020 Loan granted convertible to 25 million shares of common stock of the Company. $25,000 $25,000
December 28, 2020 Loan granted convertible to 25 million shares of common stock of the Company. $25,000 $25,000
Total:   $279,000 $287,000
Payments: On November 6, 2023, the creditor Shoou-Chyn Kan holder of convertible promissory note dated July 1, 2019 for $20,000 converted 8,000,000 shares of common stock at conversion price of $0.001. ($8,000)
Balances.    $279,000 $279,000

 

The Company signed the following unsecured short term debt agreements with creditor, Shoou Chyn Kan with interest rate at 1.% per annum for a total of $172,734 in the year 2020 to 2021. The short term debts total$115,274 and $97,900 as of June 30, 2025 and December 31, 2024 and December 31, 2023 respectively. The company paid a total of $65,000 in the year 2023 and $48,939 in the year 2024. The Company plans to clear the balances of the Short Term Loans in year 2025, so it is classified as short-term liability. The composition of the outstanding balances is stated in the following table:

 

 

Date June 30, 2025 December 31, 2024 December 31, 2023
Balance 12/31/2020     $2,734
March 29, 2021     $10,000
August 23, 2021     $80,000
December 16, 2021     $60,000
December 21, 2021      $20,000
Total:    $ 172,734  $ 172,734
Payments   —  $(65,000)
Balance: December 31, 2023    $107,734  $107,734 
January 23, 2024   $2,104  
February 14, 2024   $25,000  
July 30, 2024   $12,000  
Payments:   $(48,939)  
Balance, December 31, 2024 $97,900 $97,900  
April 2, 2025 $30,000    
Payments: $(32,626)    
Balance, June 30, 2025 $95,274    

 

From January 1, 2025 to June 30, 2025, the Company incurred $9,182 in loan interest expense due to Shoou Chyn Kan, who can significantly influence the management or operating policies of the Company. The principal loan balance due to Shoou Chyn Kan, as of June 30, 2025, was $374,274, consisting of short-term debt $95,274 and convertible promissory note $279,000. As of June 30, 2025, balance of accrued interest from the loan payables was $119,059. 

 

 

NOTE 9- CONTINGENCY AND COMMITMENT

 

There was no contingency and commitment as of June 30, 2025.

 

 

NOTE 10 – RESTATEMENT OF THE PREVIOUS FINANCIAL STATEMENTS FORM 10-Q JUNE 30, 2024 FILED ON 05/21/2024.

 

The Company has restated its previously issued financial statements to reflect the correction of an error related to revenue recognition. The Company incorrectly recognized revenue in prior periods, resulting in an overstatement of revenue. As a result of this error, the Company is restating its revenue to $0 for the affected period. The specific details of the restatement and its impact are outlined in the information stated below:

 

ORIGINAL   Amount   RESTATED   Amount
Revenue   $ 30,000     Revenue   $ —    
Cost of revenue   $ 6,000     Other expenses   $ 6,000  
General and administrative expense   $ 7,991     General and administrative expense   $ 14,527  
Accounts receivables   $ 34,475     Loan payable- others   $ 34,475  

  

 

NOTE 11– 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.

 

 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 IT, cloud computing, mobile payments, Big Data, Blockchain and AI, and other new and exciting business models that will create revolutionary products and services. On August 7, 2021, the Company has acquired 49% of the registered shares of Midas Touch Technology Co. Ltd., a digital asset management platform and company registered in the U.K. From 2020 to present, the Company through promissory notes becomes major creditor and stakeholder in Beneway Holdings Group (its corporate name was changed from Sinoway International Corp.). As of June 30, 2025, Midas Touch Technology Co. Ltd., doesn’t have any operation and net assets.

 

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

 

Six Months ended June 30, 2025 and 2024.

 

Revenue

 

The Company recognized $0 and $0 of revenue during the six months ended June 30, 2025 and 2024 respectively.

Expenses

 

Operating expenses were $51,347 and $90,847 for the six months ended June 30, 2025 and 2024 respectively. The increase was primarily due to the increase in professional fees.

 

Cost of revenue:

 

Cost of revenue were $0 and $0 for the six months ended June 30, 2025 and 2024, respectively.

 

Interest expense

 

During the six months ended June 30, 2025 and 2024, the Company had interest expense of $9,182 and $9,313 from incurred on convertible promissory notes and short-term loans respectively.

 

Net income

 

As a result of the foregoing, the Company generated net (loss) of $(59,676) and $(99,477) for the six months ended June 30, 2025 and 2024, respectively.

 

 15 

 

Liquidity and Capital Resources

 

We have funded our operations to date primarily through operations and non-related party loans. 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 June 30, 2025, we had a working capital deficit of $(540,277). Our current assets on June 30, 2025 were $39,279 primarily consisting of cash and investment in equities of Beneway Holdings Group Ltd. $30,000 for 30 million shares of its common stock priced at $0.001 per share and cash $9,279.. Our current liabilities were $579,506 primarily composed of short term debt of $95,274, loan payables of $259,445, other payables of $76,000, accrued expenses of $119,059, and credit card payable of $29,728. Long term liability is composed of convertible promissory notes of $279,000.

 

As of June 30, 2024, we had a working capital deficit of $(467,076). Our current assets on June 30, 2024 were $18,466. They are consisting of cash of $18,466. Our current liabilities were $485,542 primarily composed of credit card payable of $12,393, accounts payable of $10,000, other payable $96,000, accrued expenses and other liabilities of $100,376, loan payable-other $144,445, and short term debt $122,329.

  

Cash Flow from Operating Activities

 

Net cash provided by operating activities was $3,179 during the six months ended June 30, 2025 which consisted of our net loss of $(59,676) with a change in other loan receivables of $28,769, interest receivables $15,702, a change in accrued expenses of $9,182, a change in accounts payables for a total of $(8,769), and a change in credit card payable of $ 17,972.

 

Net cash (used in) operating activities was $(44,704) during the six months ended June 30, 2024 which consisted of our net loss of $(99,477) with a change in loans receivable of $60,000, interest receivables $(1,484), credit card $6,919 , accrued interest expenses of $ 9,313 and accounts payables $ (20,000).

   

Cash Flow from Investing Activities

 

Net cash (used in) investing activities totaled $30,000 for the six months ended June 30, 2025.

 

Net cash provided by (used in) investing activities totaled $0 for the six months ended June 30, 2024.

  

 

Cash Flow from Financing Activities 

 

Net cash provided by financing activities totaled $(2,396) for the six months ended June 30, 2025, which consisted of proceeds from loan payables – others $5,000, proceeds from short term debts of $(2,626), proceeds from capital contribution $15,230 and other payables- related party $(20,000).

Net cash provided by financing activities totaled $55,570 of proceeds from related party loans $ 14,595 and loan payable-others $40,975 for the six months ended June 30, 2024.

 

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.

 16 

 

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 condensed financial statements included in this Annual Report. Of these policies, we believe that the following items are the most critical in preparing our financial statements.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

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

 

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

 

Revenue Recognition

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

 

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

 

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

 

Our quarterly results are impacted principally by the total value, scope, and terms of our client contracts. Our utilization rate can be affected by seasonal variations in the demand for our services from our clients. As of June 30, 2025, we did not generate revenue from the US. Our operating expenses include professional fees, technology costs, software and data hosting expenses, 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.

 

 17 

 

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. Han-Wei Wang and our Chief Financial Officer, Ms. Yanru Zhou. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of June 30, 2025 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 June 30, 2025 that materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

 18 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

To the best knowledge of the officers and directors, the Company was not a party to any legal proceeding or litigation as of June 30, 2025.

 

 

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 June 30, 2025 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.

 

 19 

 

 

SIGNATURES

 

Date: August 14, 2025  By: /s/ Han-Wei Wang
   

Han-Wei Wang

Chief Executive Officer

 

 

Date: August 14, 2025  By: /s/ Yanru Zhou
   

Yanru Zhou

Chief Finance Officer

 

20