[10-Q] SUIC Worldwide Holdings Ltd. Quarterly Earnings Report
SUIC Worldwide Holdings (SUIC) filed its Q3 2025 10‑Q, reporting limited revenue and ongoing losses alongside a going concern warning. The company recorded revenue of $18,482 for the nine months ended September 30, 2025, generating a gross profit of $11,382. Operating expenses were $67,460, and interest expense totaled $17,827, resulting in a nine‑month net loss of $70,898 (vs. $188,694 a year ago). For the quarter, the net loss was $11,221.
Liquidity remains strained. Cash was $7,512 and total assets were $38,743 against total liabilities of $867,960, leading to a stockholders’ deficiency of $(829,218). Current liabilities include short‑term debt $97,710, loan payables‑others $259,445, and accrued expenses $123,734. Long‑term convertible notes are $279,000 (convertible at $0.001 per share). Management disclosed substantial doubt about the company’s ability to continue as a going concern. The company also restated prior revenue to $0 for the comparable 2024 period. Shares outstanding were 11,396,638 as of November 12, 2025.
- None.
- None.
Insights
Going concern risk persists amid low cash and negative equity.
SUIC reports modest nine‑month revenue of
Liquidity pressure is evident with cash at
Management states “substantial doubt” about continuing as a going concern. Actual impact depends on securing financing and sustaining revenues; the filing restates prior period revenue to
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
☑QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number
(Exact name of registrant as specified in its charter)
| State or other jurisdiction of | (I.R.S. Employer | ||
| incorporation or organization | Identification No.) | ||
|
|
|||
| (Address of principal executive offices) | (Zip Code) | ||
Registrant’s telephone number, including area
code (
| Securities registered pursuant to Section 12(b) of the Act: | ||||||
| Name of each exchange on which | ||||||
| Title of each class | Trading Symbol(s) | registered | ||||
| 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.
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).
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 ☐ |
| 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 ☐
As of November 12, 2025,
SUIC WORLDWIDE HOLDINGS LTD.
FORM 10-Q
September 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) |
| Condensed Balance Sheets at September 30, 2025 (Unaudited) and December 31, 2024 (Audited) | F-1 |
| Unaudited Condensed Statements of Operations for the Three Months and Nine Months Ended September 30, 2025 and September 30, 2024 | F-2 |
| Unaudited Condensed Statements of Stockholders’ Deficiency for the Nine Months Ended September 30, 2025 and September 30, 2024. | F-3 |
| Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and September 30, 2024 | F-4 |
| Notes to the Financial Statements (Unaudited) | F-5 - F-10 |
| 4 |
SUIC WORLDWIDE HOLDINGS LTD.
Condensed Balance Sheet
September 30, 2025 (Unaudited) |
December 31, 2024 (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | $ | ||||||
| Total Current Assets | ||||||||
| NONCURRENT ASSETS: | ||||||||
| Other interest receivables | — | |||||||
| Other loan receivables | ||||||||
| Investment in equities | — | |||||||
| Total Noncurrent Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Credit Card payable | $ | $ | ||||||
| Accounts payable - related party | — | |||||||
| Short term debts | ||||||||
| Loan payables- others | ||||||||
| Other payables - related party | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Total Current Liabilities | $ | $ | ||||||
| NONCURRENT LIABILITIES: | ||||||||
| Convertible promissory notes- other | ||||||||
| Total Noncurrent Liabilities | $ | $ | ||||||
| Total Liabilities | $ | $ | ||||||
| Stockholders’ Deficiency | ||||||||
| Common
stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Deficiency | $ | ( | ) | $ | ( | ) | ||
| Total Liabilities and Stockholders' Deficiency | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-1 |
SUIC WORLDWIDE HOLDINGS LTD.
Condensed Statements of Operations
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | — | $ | $ | — | ||||||||||
| Cost of revenue | — | — | ||||||||||||||
| Gross profit | $ | $ | — | $ | $ | — | ||||||||||
| Operating Expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Bad debt expenses | — | — | ||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | — | |||||||||||||||
| Total other income | — | |||||||||||||||
| Other expense | ||||||||||||||||
| Interest expense - related party | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense- other | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other expense: | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income tax provision | $ | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
| Income tax provision | — | — | — | — | ||||||||||||
| Net Income (Loss) | $ | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
| Weighted average shares outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these interim condensed financial statements.
| F-2 |
SUIC WORLDWIDE HOLDINGS LTD.
Condensed Statements of Stockholders' Deficiency
(Unaudited)
| Common Stock | Additional | |||||||||||||||||||
Number of Shares | Amount | Paid-in Capital | Accumulated (Deficit) | Total | ||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Shares Issued | — | — | — | |||||||||||||||||
| Capital contribution | — | — | ||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock | Additional | |||||||||||||||||||
| Number of Shares | Amount | Paid-in Capital | Accumulated (Deficit) | Total | ||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Shares issued | 40,000 | — | — | |||||||||||||||||
| Capital contribution | ||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part
of these unaudited condensed financial statements.
| F-3 |
SUIC WORLDWIDE HOLDINGS LTD.
Condensed Statements of Cash Flows
(Unaudited)
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES | ||||||||
| Net (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation | — | |||||||
| Change in operating assets and liabilities | ||||||||
| Accounts receivable | — | ( | ) | |||||
| Other loan receivables | ||||||||
| Other interest receivables | ( | ) | ||||||
| Credit card payable | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued expenses and other current liabilities | ||||||||
| Net cash (used in) operating activities | $ | ( | ) | $ | ( | ) | ||
| CASH FLOW FROM INVESTING ACTIVITIES | ||||||||
| Investment in equities | $ | ( | ) | $ | — | |||
| Net cash (used in) investing activities | $ | ( | ) | $ | — | |||
| CASH FLOW FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from loan payables – others | $ | $ | ||||||
| Proceeds from (repayment of) short term debts | ( | ) | ||||||
| Proceeds from capital contribution | ||||||||
| Proceeds from the issue of common stock | — | |||||||
| Repayments of other payables- related party | ( | ) | — | |||||
| Net cash provided by financing activities | $ | $ | ||||||
| Effect of exchange rate changes on cash: | ||||||||
| INCREASE(DECREASE) IN CASH | $ | ( | ) | $ | ||||
| Cash - beginning of period | $ | $ | ||||||
| Cash - end of period | $ | $ | ||||||
| Supplement disclosure information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| 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
September 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 September 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 diverse 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 $18,482 revenue as of September 30, 2025 and $0 as of September 30, 2024.
Our operating expenses include cost of services, 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.
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.
| F-8 |
Concentration of Credit Risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investment, account receivables, as well as dividend receivable. The carrying values of the financial instruments approximate their fair values due to their short-term maturities. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality. As of September 30, 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 nine months ended September 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 $(
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 balance of $
NOTE 5 – Investment in Equities
The Company has $30,000 was investment in the equities of Beneway Holdings Group Ltd. On June 30, 2025, the Company received 30,000,000 shares of common stock of Beneway Holdings Group Ltd. at the price of $0.001 per share as full repayment of loan receivables.
NOTE 6 – Related Party Transactions and Balances
Shoou -Chyn Kan is a significant creditor of the Company that could influence the decisions of the Company and 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.
In August and September 2025, there was a total of $14,500 additional short-term debt due to Shoou -Chyn Kan. During the period, the balance of accrued interest $5,357, with quarterly accrued interest of $251 as of September 30, 2025.
As of September 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 $118,410, with quarterly accrued interest of $4,424.
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 September 30, 2025 and December 31, 2024 respectively.
NOTE 7 – Equity
As of September 30, 2025,
there were
NOTE 8– Income Taxes
As of September 30, 2025, the unused net operating
loss carryover was $(
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Deferred Tax Asset | $ | $ | ||||||
| Valuation Allowance | $ | ( | ) | $ | ( | ) | ||
| Deferred Tax Asset (Net) | $ | — | $ | — | ||||
A reconciliation of the provision for income taxes to the Company’s effective income tax rate for is as follows:
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Pre-tax income(loss) | $ | ( | ) | $ | ( | ) | ||
| U.S. federal corporate income tax rate | % | % | ||||||
| Expected U.S. income tax expense(credit) | $ | ( | ) | $ | ( | ) | ||
| Change of valuation allowance | ||||||||
| Effective tax expense | $ | — | $ | — | ||||
| F-9 |
Note 9- Convertible Promissory Notes and Short Term Debts
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 September 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 | September 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 $97,910 and $97,900 as of September 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 | September 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 | ||
| August 8, 2025 | $500 | ||
| August 12, 2025 | $10,000 | ||
| September 23, 2025 | $4,000 | ||
| Payments: | $(12,065) | ||
| Balance, September 30, 2025 | $97,710 |
From January 1, 2025 to September 30, 2025, the Company incurred $13,856 in total accrued loan interest due to Shoou Chyn Kan, who can significantly influence the management or operating policies of the Company. The principal loans balance due to Shoou Chyn Kan, as of September 30, 2025, was $376,710, consisting of short-term debt $97,710 and convertible promissory note $279,000. As of September 30, 2025, the Company has $123,734 in total accrued loan interest from these loan payables to Shoou Chyn Kan.
NOTE 10- CONTINGENCY AND COMMITMENT
There was no contingency and commitment as of September 30, 2025.
NOTE 11 – RESTATEMENT OF THE PREVIOUS FINANCIAL STATEMENTS FORM 10-Q SEPTEMBER 30, 2024 FILED ON 05/21/2025.
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 | $ | 400 | Other expenses | $ | 12,878 | |||||
| General and administrative expense | $ | 20,159 | General and administrative expense | $ | 83,622 | |||||
| Accounts receivables | $ | 10,000 | Loan payable- others | $ | 10,000 | |||||
NOTE 12– 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 |
Results of Operations
Nine Months ended September 30, 2025 and 2024.
Revenue
The Company recognized $18,482 and $0 of revenue during the six months ended September 30, 2025 and 2024 respectively.
Expenses
Operating expenses were $67,460 and $174,468 for the nine months ended September 30, 2025 and 2024 respectively. The decrease was primarily due to the decrease in professional fees.
Cost of revenue:
Cost of revenue were $7,100 and $0 for the nine months ended September 30, 2025 and 2024, respectively.
Interest expense
During the nine months ended September 30, 2025 and 2024, the Company had interest expense of $13,856 and $14,059 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 $(70,898) and $(188,694) for the nine months ended September 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 September 30, 2025, we had a working capital deficit of $(581,448). Our current assets on September 30, 2025 were $7,512 primarily consisting of cash $7,512. Our current liabilities were $588,960 primarily composed of short term debt of $97,710, loan payables-others of $259,445, other payables to Unise Investment Corp. of $76,000, accrued expenses of $123,733, and credit card payable of $32,073. Long term liability is composed of convertible promissory notes of $279,000.
As of September 30, 2024, we had a working capital deficit of $(492,659). Our current assets on September 30, 2024 were $16,847. They are consisting of cash of $13,079 and accounts receivable $3,769. Our current liabilities were $509,507 primarily composed of credit card payable of $19,774, accounts payable of $8,769, other payable $96,000, accrued expenses and other liabilities of $105,121, short term debt $125,397, and loan payable-other $154,445.
Cash Flow from Operating Activities
Net cash (used in) operating activities was $(1,023) during the nine months ended September 30, 2025 which consisted of our net loss of $(70,898) with a change in other loan receivables of $28,769, interest receivables $15,702, a change in accrued expenses of $13,856, a change in accounts payables for a total of $(8,769), and a change in credit card payable of $20,316.
Net cash (used in) operating activities was $(127,159) during the nine months ended September 30, 2024 which consisted of our net loss of $(188,694) with a change in accounts receivables $(3,769), other receivables of $60,000, interest receivables $(1,862), credit card $14,300, accrued interest expenses of $14,059 and accounts payables $(21,231).
Cash Flow from Investing Activities
Net cash (used in) investing activities totaled $(30,000) for the nine months ended September 30, 2025.
Net cash provided by (used in) investing activities totaled $0 for the nine months ended September 30, 2024.
Cash Flow from Financing Activities
Net cash provided by financing activities totaled $40 for the nine months ended September 30, 2025, which consisted of proceeds from loan payables – others $5,000, repayment of short term debts of $(190), proceeds from capital contribution $15,230 and repayment of other payables- related party $(20,000).
Net cash provided by financing activities totaled $132,638 for the nine months ended September 30, 2024, which consisted of proceeds from issue of common stock $40, additional paid-in capital from issue of common stock $63,960, proceeds from short-term debt $17,663 and proceeds from other loan payables $50,975.
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 September 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 September 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 September 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 September 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 September 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: November 12, 2025 | By: | /s/ Han-Wei Wang |
|
Han-Wei Wang Chief Executive Officer |
| Date: November 12, 2025 | By: | /s/ Yanru Zhou |
|
Yanru Zhou Chief Finance Officer |
20
FAQ
What were SUIC (SUIC) revenues and losses for the nine months ended September 30, 2025?
What liquidity position did SUIC (SUIC) disclose in the Q3 2025 report?
Does SUIC (SUIC) have a going concern warning?
What debt obligations does SUIC (SUIC) report?
How many SUIC (SUIC) shares were outstanding?
Did SUIC (SUIC) restate prior financials?
What was SUIC’s (SUIC) stockholders’ equity at quarter‑end?
