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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, 2026
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
For transition period __________ to __________
Commission file number: 000-53737
SUIC Worldwide Holdings Ltd. |
(Name of registrant in its charter) |
Nevada | | 47-2148252 |
(State or jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
136-20 38th Ave. Unit 3G,
Flushing, NY 11354
(Address of principal executive offices)
(929) 391-2550
(Registrant's telephone number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF
THE EXCHANGE ACT:
None.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF
THE EXCHANGE ACT:
None.
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter periods 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 Exchange Act). Yes ☐ No ☒
As of August 6, 2026, 80,646,938 shares of the Company’s common stock, $0.001 par value, were issued and outstanding.
SUIC WORLDWIDE HOLDINGS LTD.
FORM 10-Q
June 30, 2026
INDEX
PART I -- FINANCIAL INFORMATION
Item 1. | Financial Statements (Unaudited) | | | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 4 | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | | 7 | |
Item 4. | Control and Procedures | | 7 | |
PART II -- OTHER INFORMATION
Item 1. | Legal Proceedings | | 8 | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | | 8 | |
Item 3. | Defaults Upon Senior Securities | | 8 | |
Item 4. | Mine Safety Disclosures. | | 8 | |
Item 5. | Other Information. | | 8 | |
Item 6. | Exhibits | | 9 | |
SIGNATURES | | 10 | |
SUIC WORLDWIDE HOLDINGS LTD.
Index to the financial statements
Table of Contents | | Page(s) | |
Balance Sheets at June 30, 2026 (Unaudited) and December 31, 2025 | | F-1 | |
Statements of Operations for the Three Months and Six Months Ended June 30, 2026 and 2025 | | F-2 | |
Statement of Stockholders’ Deficiency for the Three Months and Six Months Ended June 30, 2026 and 2025 | | F-3 | |
Statements of Cash Flows for Six Months Ended June 30, 2026 and 2025 | | F-4 | |
Notes to the Financial Statements (Unaudited) | | F-5 - F-13 | |
SUIC Worldwide Holdings Ltd.
Balance Sheets
(Unaudited)
| | June 30, 2026 | | | December 31, 2025 | |
ASSETS | | | | | | |
CURRENT ASSETS: | | | | | | |
Cash | | $ | 2,987 | | | $ | 8,560 | |
Total Current Assets | | | 2,987 | | | | 8,560 | |
| | | | | | | | |
NONCURRENT ASSETS: | | | | | | | | |
Other loans receivables | | | 1,231 | | | | 1,231 | |
Total Non-Current Assets | | $ | 1,231 | | | $ | 1,231 | |
Total Assets | | $ | 4,218 | | | $ | 9,791 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIENCY | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | |
Accounts payable | | $ | 3,315 | | | $ | — | |
Credit card payable | | | 33,469 | | | | 30,531 | |
Loans payables- others | | | 259,445 | | | | 259,445 | |
Short term debts | | | 122,259 | | | | 114,355 | |
Accrued salary payable | | | 1,250 | | | | — | |
Accrued interest payable | | | 137,680 | | | | 128,424 | |
Other payables - related party | | | 76,000 | | | | 76,000 | |
Total Current Liabilities | | $ | 633,418 | | | $ | 608,755 | |
NON-CURRENT LIABILITIES: | | | | | | | | |
Convertible promissory notes- other | | $ | 231,700 | | | $ | 279,000 | |
Total Non-Current Liabilities | | $ | 231,700 | | | $ | 279,000 | |
Total Liabilities | | $ | 865,118 | | | $ | 887,755 | |
| | | | | | | | |
Stockholders’ Deficiency | | | | | | | | |
Common stock, $0.001 par value, 394,500,000 shares authorized; 50,646,938 shares and 11,396,638 shares issued and outstanding on June 30, 2026 and December 31, 2025, respectively. | | | 50,647 | | | | 11,397 | |
Additional paid-in capital | | | 1,765,118 | | | | 1,757,068 | |
Accumulated deficit | | | (2,676,665 | ) | | | (2,646,429 | ) |
Total Stockholders' Deficiency | | $ | (860,900 | ) | | $ | (877,964 | ) |
Total Liabilities and Stockholders' Deficiency | | $ | 4,218 | | | $ | 9,791 | |
The accompanying notes are an integral part of these unaudited financial statements.
SUIC WORLDWIDE HOLDINGS LTD.
Statements of Operations
(Unaudited)
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2026 | | | 2025 | | | 2026 | | | 2025 | |
REVENUE | | | | | | | | | | | | |
Consulting revenue | | $ | — | | | $ | — | | | $ | 20,000 | | | $ | — | |
Cost of revenue | | | — | | | | — | | | | (10,000 | ) | | | — | |
Gross profit | | | — | | | | — | | | | 10,000 | | | | — | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | |
General and administrative expenses | | | 8,730 | | | | 23,607 | | | | 27,388 | | | | 35,645 | |
Total operating expenses | | | 8,730 | | | | 23,607 | | | | 27,388 | | | | 35,645 | |
| | | | | | | | | | | | | | | | |
OPERATING INCOME (LOSS) | | | (8,730 | ) | | | (23,607 | ) | | | (17,388 | ) | | | (35,645 | ) |
| | | | | | | | | | | | | | | | |
OTHER INCOME (EXPENSE): | | | | | | | | | | | | | | | | |
Bank refund | | | — | | | | — | | | | — | | | | 3,008 | |
Interest expense – other | | | (1,859 | ) | | | (1,475 | ) | | | (3,592 | ) | | | (2,155 | ) |
Interest expense- convertible promissory notes | | | (4,056 | ) | | | (4,376 | ) | | | (8,383 | ) | | | (8,703 | ) |
Interest expense- short term loan | | | (556 | ) | | | (237 | ) | | | (873 | ) | | | (479 | ) |
Bad debt expenses | | | — | | | | — | | | | — | | | | (15,702 | ) |
Total other income (expense): | | | (6,471 | ) | | | (6,088 | ) | | | (12,848 | ) | | | (24,031 | ) |
| | | | | | | | | | | | | | | | |
LOSS BEFORE TAXES: | | | (15,201 | ) | | | (29,695 | ) | | | (30,236 | ) | | | (59,676 | ) |
Provision of federal income tax | | | — | | | | — | | | | — | | | | — | |
NET LOSS: | | $ | (15,201 | ) | | $ | (29,695 | ) | | $ | (30,236 | ) | | $ | (59,676 | ) |
| | | | | | | | | | | | | | | | |
Earnings (loss) per share: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | |
Diluted | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | |
| | | | | | | | | | | | | | | | |
Weighted average shares outstanding | | | | | | | | | | | | | | | | |
Basic | | | 31,572,759 | | | | 11,396,638 | | | | 21,540,434 | | | | 11,396,638 | |
Diluted | | | 31,572,759 | | | | 290,396,638 | | | | 21,540,434 | | | | 290,396,638 | |
The accompanying notes are an integral part of these unaudited financial statements.
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, 2025 | | | 11,396,638 | | | $ | 11,397 | | | $ | 1,757,068 | | | $ | (2,646,428 | ) | | $ | (877,964 | ) |
| | | | | | | | | | | | | | | | | | | | |
Shares issued for debt reduction | | | 47,300,000 | | | | 47,300 | | | | | | | | | | | | 47,300 | |
| | | | | | | | | | | | | | | | | | | | |
Shares cancelled | | | (8,049,700 | ) | | | (8,050 | ) | | | 8,050 | | | | | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net loss | | | | | | | | | | | | | | | (30,236 | ) | | | (30,236 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, June 30, 2026 | | | 50,646,938 | | | $ | 50,647 | | | $ | 1,765,118 | | | $ | (2,676,665 | ) | | $ | (860,900 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2024 | | | 11,396,638 | | | $ | 41,544 | | | $ | 1,711,691 | | | $ | (2,526,784 | ) | | $ | (773,550 | ) |
| | | | | | | | | | | | | | | | | | | | |
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 | ) |
The accompanying notes are an integral part of these unaudited financial statements.
SUIC WORLDWIDE HOLDINGS LTD.
Statements of Cash Flows
(Unaudited)
| | Six Months Ended June 30, | |
| | 2026 | | | 2025 | |
CASH FLOW FROM OPERATING ACTIVITIES | | | | | | |
Net income (loss) | | $ | (30,236 | ) | | $ | (59,676 | ) |
| | | | | | | | |
Adjustments to reconcile net income/(loss) to operating cash flows: | | | — | | | | — | |
Changes in operating asset and liability account balances: | | | | | | | | |
Other loan receivables | | | — | | | | 28,769 | |
Other interest receivable | | | — | | | | 15,702 | |
Credit card payable | | | 2,937 | | | | 17,972 | |
Accounts payable | | | 3,314 | | | | (8,769 | ) |
Accrued expenses and other current liabilities | | | 10,506 | | | | 9,181 | |
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES | | $ | (13,479 | ) | | $ | 3,179 | |
| | | | | | | | |
CASH FLOW FROM INVESTING ACTIVITIES | | | | | | | | |
Investment in Equities | | | — | | | $ | (30,000 | ) |
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES | | $ | — | | | $ | (30,000 | ) |
| | | | | | | | |
CASH FLOW FROM FINANCING ACTIVITIES: | | | | | | | | |
Proceeds from loan payables- others | | | — | | | | 5,000 | |
Proceeds from short term debts repayment | | | 7,905 | | | | (2,625 | ) |
Proceeds from capital contribution | | | — | | | | 15,230 | |
Proceed from repayments of related party loan | | | — | | | | (20,000 | ) |
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES | | $ | 7,905 | | | $ | (2,395 | ) |
| | | | | | | | |
NET INCREASE (DECREASE) IN CASH | | $ | (5,574 | ) | | $ | (29,216 | ) |
CASH – BEGINNING OF PERIOD | | $ | 8,560 | | | $ | 38,495 | |
CASH – END OF PERIOD | | $ | 2,987 | | | $ | 9,279 | |
| | | | | | | | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | | | | | | | | |
Non-Cash Financing Activities: | | | | | | | | |
Common shares issued in exchange for debt | | $ | 47,300 | | | $ | — | |
Cancellation and retirement of common shares | | $ | 8,050 | | | $ | — | |
| | | | | | | | |
Supplement disclosure information: | | | | | | | | |
Cash paid for interest | | $ | 3,592 | | | $ | 2,155 | |
Cash paid for income taxes | | | — | | | | — | |
The accompanying notes are an integral part of these unaudited financial statements.
SUIC WORLDWIDE HOLDINGS LTD.
Notes to the Financial Statements
June 30, 2026
(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.). The company works with Beneway Holdings Group in several new business ventures with focus on the following fields:
| · | Fintech - Through Boom Fintech, the major subsidiary of Beneway USA, the company holds nine revolutionary fintech patents. Boom Fintech integrates payment systems, electronic invoice devices, mobile cash registers, POS system devices and ERP, as well as Big Data, AI and other services, to all-in-one products that provide standardized intellectual property that’s modular to all industries, from chain department stores to night market vendors. Beneway Holdings Group connects borrowers and lenders, building strategic partnerships by bridging the various stakeholders to provide a holistic financial delivery ecosystem and to integrate advanced systems and finance its global merchants and franchisees. |
| · | Food Industry Supply Chain Integration – SUIC and Beneway will partner with international trade financiers to support the huge demand for raw material import/export between the U.S. and Asia. SUIC and Beneway are looking to raise funds from an IPO and the capital markets to support mergers and acquisitions of U.S. mid- and upper-stream food industry suppliers. |
| · | Global Chain & Franchise Expansion –Through I.Hart catering group, SUIC and Beneway are working to bring reputable and distinguished overseas food product brands to the U.S. and around the world. It is working on integrating more successful chains to enter the U.S. chain and franchise market in all 50 states. It is replicating its successful multi-branding business model and teaming up with top U.S. real estate firms, shopping malls and associated groups for faster expansion. |
| · | Other Supply Chain Integration - Beneway has identified several additional industries for future expansion, including medical and health care, high-tech digital AI systems, environmental protection and energy-related production. |
The Company operates in one operating segment, which is also its single reportable segment, as it has only one business activity that is reviewed by the Chief Operating Decision Maker (which is the CEO) for purposes of allocating resources and assessing performance. As such, all financial information constitutes the reportable segment. In accordance with ASC 280, as amended by ASU 2023-07, the Company provides all required disclosures within this segment note, including significant segment expenses.
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, 2025.
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.
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. There were no accounts receivable and allowance for doubtful accounts for the six months ended June 30, 2026 and for the year ended December 31, 2025.
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 are $20,000 revenue as of June 30, 2026 and $0 revenue as of June 30, 2025.
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. There was no property and equipment for the six months ended June 30, 2026 and for the year ended December 31, 2025.
Fair value measurements
The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements and Disclosures”, 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 described 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 measurement. |
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 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, 2026, 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, 2026 and 2025, potential ordinary shares arising from the conversion of the convertible promissory notes were excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive. Accordingly, basic and diluted weighted-average ordinary shares outstanding were the same for the periods presented.
The following potentially dilutive shares were excluded from the computation of diluted net loss per share because their effect was anti-dilutive:
Convertible Promissory Notes to purchase common stock: 231,700,000 shares.
Total potentially dilutive shares excluded: 231,700,000 shares.
Accounting pronouncements issued but not yet adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This update requires to disclose the composition of certain expense line items in the notes to financial statements, including inventory, employee compensation, and depreciation. The Company is currently evaluating the provisions of this ASU and assessing the potential impact on its financial statements and related disclosures.
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 $630,431 an accumulated deficit of $2,676,665 and stockholders’ deficiency was $860,900 as of June 30, 2026. 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. As we have disclosed on the Company’s OTC profile, the Company plans to have joint ventures with other companies and cooperation with other companies in order to attract new investment and expand new business practice.
NOTE 4 – Loan Receivable
There is a loan receivable from North America Chinese Financial Association of $1,231 as of June 30, 2026. This loan was made on January 3, 2025 and did not have interest.
NOTE 5 – Related Party Transactions
Shoou -Chyn Kan is a significant creditor of the Company that could influence the decisions of the Company. Shoou-Chyn Kan maintains business relationships with a number of Company’s shareholders.
As of June 30, 2026, the outstanding balance of the convertible promissory note (principal) from the creditor- Shoou -Chyn Kan is $231,700 with unpaid total balance of $131,217 in accrued interest. As of June 30, 2026, the Company recognized interest expense related to those convertible promissory notes of $8,383.
The Company has signed the following convertible promissory note agreements with creditor, Shoou Chyn Kan, with an outstanding total of $231,700 as of June 30, 2026. The notes have parity in conversion into common share for $0.001 per share with interest rate 5% per annum.
During the period ended June 30, 2026, Shoou Chyn Kan (holder) partially converted $47,300 into shares of the Company's common stock pursuant to the conversion terms set forth in the note agreement, which provides for conversion at a fixed price of $0.001 per share. Prior to conversion, Shoou Chyn Kan sold the underlying debt in the amount of $47,300 representing principal to multiple third-party assignees, rather than retaining the full conversion right itself. And shares were issued accordingly to these parties. These parties are shown in the table below:
Names of Third-party assignees | No. of shares of common stock |
Faith & Glory Charity Foundation | 40,000,000 shares |
Yu-Chieh Kuo | 30,000 shares |
Liu Lin | 1,000,000 shares |
Chongyi Yang | 2,000,000 shares |
Shan Hua Peng | 4,000,000 shares |
Total shares issued: | 47,300,000 shares |
The composition of the outstanding balances is stated in the following table:
Date | | Description | | June 30, 2026 | | | December 31, 2025 | |
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. | | $ | 2,700 | | | $ | 50,000 | |
| | On May 14 and 21, 2026, Shoou Chyn Kan converted a total of 47,300,000 shares of common stock and the reduced this loan principal amount to USD$2,700 and a new Note was issued reduced by the principal amount so converted. | | | | | | | | |
July 1, 2019 | | Loan granted convertible to 20 million shares of common stock of the Company | | $ | 12,000 | | | $ | 12,000 | |
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: | | | | $ | 231,700 | | | $ | 279,000 | |
| | | | | | | | | | |
Balances: | | | | $ | 231,700 | | | $ | 279,000 | |
As of June 30, 2026, the outstanding balance of the short-term loan (principal) from the creditor- Shoou -Chyn Kan is $122,259 with unpaid total balance of $6,463 in accrued interest. As of June 30, 2026, the Company recognized interest expense related to those short-term loans of $873.
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 $122,259 in the year 2020 to 2026. The composition of the outstanding balances is stated in the following table:
Date | | June 30, 2026 | |
Balance, December 31, 2025 | | $ | 114,355 | |
01/16/2026 | | $ | 15,725 | |
3/23/2026 | | $ | 10,000 | |
5/11/2026 | | $ | 7,000 | |
Payments: | | $ | (24,820 | ) |
Balance, June 30, 2026 | | $ | 122,259 | |
As of June 30, 2026, the outstanding balance of the loan payables to Unise Investment Corp is $76,000 bearing no interest.
NOTE 6 – Shareholders’ Equity
As of June 30, 2026, there were 50,646,938 shares issued and outstanding.
All SUIC shares of stocks issued are restricted not readily tradable without specific registration or exemptions. These stocks are generally subject to US Securities and Exchange Commission (SEC) regulations governing unregistered securities, which typically prevent them from being sold in the public market immediately.
Based on SEC and general regulations for OTC-traded companies, here are the key restrictions for SUIC restricted shares:
· | Holding Period (Rule 144): Restricted securities acquired directly from the company or an affiliate in a private transaction cannot be sold immediately. The holder must generally hold the shares for at least six months to one year, depending on whether the company is current with its SEC filings. |
· | Legend Removal: Restricted shares carry a restrictive legend on the certificate, which serves as a warning that they cannot be sold without registration or an exemption. To sell, the holder must work with the company's transfer agent to remove this legend. |
· | Resale Requirements: Even after the holding period, sales must typically be made in compliance with SEC Rule 144, which may include volume limitations, manner of sale requirements, and filing notice with the SEC, especially if the holder is an affiliate. |
· | Information Requirements: Because SUIC is traded on the OTC market, the ability to sell under Rule 144 depends heavily on the company satisfying "current public information" requirements, meaning it must have filed its reports with the SEC. |
· | Vesting Requirements (if granted to employees): Restricted shares or RSUs (Restricted Stock Units) granted to employees or affiliates are usually subject to vesting conditions, such as continued employment or performance milestones, before they can be transferred or sold |
NOTE 7 – Income Taxes
The following is the provision (benefit) for income taxes for the six months ended June 30, 2026, in accordance with ASU 2023-09:
| | June 30, 2026 | |
Description | | Amount ($) | |
Statutory Federal Tax | | $ | 0 | |
State and local income tax | | $ | 0 | |
Change in valuation | | $ | 0 | |
Total provision (benefit) | | $ | 0 | |
As of June 30, 2026, the unused net operating loss (NOL) carryover was $2,676,665. Under the 2017 Tax Cuts and Jobs Act (TCJA), net operating loss (NOL) carryforwards for tax years beginning after December 31, 2017, are generally limited to offsetting 80% of taxable income in any given future tax year. While the 80% limitation applies, the Act allows these losses to be carried forward indefinitely. The Company has a valuation allowance against the full amount of its net deferred tax assets due to the uncertainty of the realization of the deferred tax assets
The following table summarizes the reconciliation between the U.S. Federal statutory income tax rate and the Company’s effective tax rate for the six months ended June 30, 2026, in accordance with ASU 2023-09:
| | Six Months Ended June 30, | |
| | 2026 | | | 2025 | |
Pre-tax (loss) | | $ | (30,236 | ) | | $ | (59,676 | ) |
| | | | | | | | |
U.S. federal corporate income tax rate | | | 21 | % | | | 21 | % |
| | | | | | | | |
Expected U.S. income tax expense(credit) | | $ | (6,350 | ) | | $ | (12,532 | ) |
| | | | | | | | |
Change of valuation allowance | | | 6,350 | | | | 12,532 | |
| | | | | | | | |
Effective tax expense | | $ | — | | | $ | — | |
NOTE 8 – Concentration of Risks
Concentration of Credit Risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, account receivables. 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, 2026, there were no amounts in excess of the FDIC guarantee.
Account receivables primarily comprise of amounts receivable from the trader customers. With respect to the prepayment to service suppliers, the Company performs on-going credit evaluations of the financial condition of these suppliers. The Company establishes an allowance for doubtful accounts based upon estimates, factors surrounding the credit risk of specific service providers and other information.
Concentration of Customers
For the six months ended June 30, 2026 the Company had one customer, Mr. Lei Yu-Jen c/o Yu Xun Catering Co. Ltd. located in Taiwan, which makes up 100% of revenues.
For the six months ended June 30, 2025 the Company had no customers.
Concentration of Vendors
As of June 30, 2026, no individual supplier or vendor accounted for a material portion of the Company’s total operating expenditures during the six months ended June 30, 2026.
NOTE 9 – Contingency and Commitment
There was no contingency and commitment for the six months ended June 30, 2026.
NOTE 10 – Subsequent Events
The Company evaluated subsequent events through August 15, 2026, the date these financial statements were issued.
Acquisition of Vision Renu Corporation
On July 10, 2026, SUIC Worldwide Holdings Ltd. (the “Company”) signed share exchange agreement, under the agreement, the Parties desire that SUIC acquire 51% of the issued and outstanding capitalization of Vision Renu Corporation from the Vision Renu Chairman Chen in exchange for an aggregate of 30,000,000(Thirty Million) shares of SUIC Common Stock (the “Exchange Shares”) pursuant to the terms and conditions set forth in the Share Exchange Agreement. WHEREAS, Vision Renu Corporation shall be a wholly-owned subsidiary of SUIC and the Exchange Shares will represent approximately Thirty Five percent (35%) of the total outstanding shares of SUIC on a fully-diluted basis. WHEREAS, the Parties intend that the transaction contemplated herein (the “Transaction”) qualify as a reorganization and tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended.
The acquisition is expected to expand the Company's product portfolio, services and geographic reach.
DESCRIPTION OF BUSINESS
Vison Renu focuses on the R&D and manufacturing of innovative, high-tech medical devices. Supported by various government R&D programs and holding numerous patents, the company develops and manufactures innovative, globally competitive, and clinically relevant high-tech medical devices designed to address the needs associated with the aging population. The company secured multiple government grants and focuses its development efforts on products or therapies that address areas currently lacking effective medical solutions while offering high market growth potential such as optometry, healthcare, and brain health.
The transaction will be accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Due to the recent closing of the transaction, the initial accounting for the business combination is incomplete.
As a result, the Company cannot currently provide a reliable estimate of the fair value of the assets acquired and liabilities assumed, or the resulting goodwill and intangible assets. The Company will include the preliminary purchase price allocation and pro forma financial information in its subsequent quarterly report on Form 10-Q for the period ending September 30, 2026.
On July 21, 2026, the Company issued 30,000,000 new shares of common stock to Chen King Te. This transaction brings the total number of shares outstanding on the OTC Market to 80,646,938 shares.
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Results of Operations
Six Months ended June 30, 2026 and 2025.
Revenue
The Company recognized $20,000 and $0 of revenue during the six months ended June 30, 2026 and 2025 respectively.
Expenses
Operating expenses were $27,388 and $51,347 for the six months ended June 30, 2026 and 2025 respectively.
Cost of revenue:
Cost of revenue were $10,000 and $0 for the six months ended June 30, 2026 and 2025 respectively.
Bad debts expense:
Bad debts expenses were $0 and $15,702 for the six months ended June 30, 2026 and 2025, respectively.
Interest expense:
During the six months ended June 30, 2026 and 2025, the Company had interest expense of $8,383 and $8,703 incurred on convertible promissory notes and interest expense of $873 and $479 incurred on short-term loans respectively.
Net income
As a result of the foregoing, the Company generated net loss of $(30,236) and $(59,676) for the six months ended June 30, 2026 and 2025, respectively.
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, 2026, we had a working capital deficit of $(630,431). Our current assets on June 30, 2026 were $2,987 primarily consisting of cash. Our current liabilities were $633,418 primarily composed of short term debt of $122,259, loan payables of $259,445, other payables of $76,000, accrued expenses of $138,930, credit card payable of $33,469 and accounts payable $3,315. Long term liability is composed of convertible promissory notes of $231,700.
As of June 30, 2025, we had a working capital deficit of $(540,227). 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.
Cash Flow from Operating Activities
Net cash (used in) operating activities was $(13,479) during the six months ended June 30, 2026 which consisted of our net loss of $(30,236), a change in accrued expenses of $10,506, a change in accounts payable $3,314, and a change in credit card payable of $2,937.
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.
Cash Flow from Investing Activities
Net cash used in investing activities totaled $0 for the six months ended June 30, 2026.
Net cash (used in) investing activities totaled $30,000 for the six months ended June 30, 2025.
Cash Flow from Financing Activities
Net cash from (used in) financing activities totaled $7,905 for the six months ended June 30, 2026, which consisted of a change in short-term debts payables- related party.
Net cash used in 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).
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.
Inflation
We do not believe our business and operations have been materially affected by inflation
Critical Accounting Policies and Estimates
This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principle generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
A summary of significant accounting policies is included in Note 2 to the condensed financial statements included in this quarterly 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, 2026, 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide the information required by this item.
Item 4. Controls and Procedures.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation of our management, which presently comprises of our Chief Executive Officer, Mr. Chen King Te and our Chief Financial Officer, Jean Jean Kho. 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, 2026 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, 2026 that materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
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, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
Exhibit No. | | Description |
31.1 | | Chief Executive Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 | | Chief Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | | Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
32.2 | | Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 |
101 | | The following materials from SUIC Worldwide Holdings Ltd. Quarterly Report on Form 10-Q for the period ended June 30, 2026 are formatted in eXtensible Business Reporting Language (XBRL): (i) the Balance Sheet; (ii) the Statement of Comprehensive Income; (iii) the Statement of Stockholder Deficiency; (iv) the Statements of Cash Flows, and (v) Notes to 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. |
SIGNATURES
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.
| SUIC WORLDWIDE HOLDINGS LTD. | |
| | | |
Date: August 6, 2026 | By: | /s/ Chen King Te | |
| | Chen King Te Chief Executive Officer | |
Date: August 6, 2026 | By: | /s/ Jean Jean Kho | |
| | Jean Jean Kho Chief Financial Officer | |