UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the Quarterly Period Ended
or
For the transition period from ______ to ______
Commission
File Number
(Exact name of registrant issuer as specified in its charter)
| 5731 | ||||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Number) |
(IRS Employer Identification Number) |
(Address of principal executive offices, including zip code)
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(
(Registrant’s telephone number, including area code)
Indicate by check mark 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.
☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).
☒ 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. (Check one):
| 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 Exchange Act). Yes ☐
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
N/A
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name on each exchange on which registered | ||
| N/A | N/A | N/A |
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at May 12, 2023 | |
| Common Stock, $0.0001 par value |
TABLE OF CONTENTS
| -2- |
PART I — FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
WISEMAN GLOBAL LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2021 AND DECEMBER 31, 2020
(In U.S. Dollars, except share data or otherwise stated)
As of June 30, 2021 | As of December 31, 2020 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Loan to related parties | ||||||||
| Amount due from related parties | ||||||||
| Prepayments | ||||||||
| Deposits paid and other receivables | ||||||||
| TOTAL CURRENT ASSETS | $ | $ | ||||||
| NON-CURRENT ASSETS | ||||||||
| Right of use asset, net | ||||||||
| Property, plant and equipment, net | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Other payables and accrued liabilities | $ | $ | ||||||
| Income tax payable | ||||||||
| Lease liability | ||||||||
| Advance from a director | ||||||||
| Advance from related parties | ||||||||
| CURRENT LIABILITIES | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Lease liability | $ | $ | ||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock – Par value $; Authorized: issued and outstanding | ||||||||
| Common stock – Par value $ ; Authorized: Issued and outstanding: shares as of June 30, 2021 and shares as of December 31, 2020 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated profits | ||||||||
| TOTAL STOCKHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| F-1 |
WISEMAN GLOBAL LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020 (UNAUDITED)
(In U.S. Dollars, except share data or otherwise stated)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| COST OF REVENUE | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| GROSS PROFIT | ||||||||||||||||
| OTHER INCOME, NET | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| LOSS FROM OPERATION BEFORE INCOME TAX | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INTEREST INCOME | ||||||||||||||||
| LOSS BEFORE INCOME TAX | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME TAX EXPENSES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive income/(loss): | ||||||||||||||||
| - Foreign currency translation income (loss) | ( | ) | ||||||||||||||
| COMPREHENSIVE LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NET LOSS PER SHARE, BASIC AND DILUTED | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | ||||||||||||||||
See accompanying notes to the unaudited financial statements.
| F-2 |
WISEMAN GLOBAL LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR SIX MONTHS ENDED JUNE 30, 2021 AND 2020
(In U.S. Dollars, except share data or otherwise stated)
Six months ended June 30, 2021 (Unaudited)
| Common Stock | Accumulated | |||||||||||||||||||||||
| NUMBER OF | Additional Paid-in | Accumulated (DEFICIT)/ | other comprehensive | TOTAL STOCKHOLDERS’ | ||||||||||||||||||||
| Shares | Amount | Capital | PROFIT | loss | EQUITY | |||||||||||||||||||
| Balance as of December 31, 2020 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net loss for the period | - | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||
| Foreign currency translation | - | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Balance as of March 31, 2021 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||
| Balance as of June 30, 2021 | ||||||||||||||||||||||||
Six months ended June 30, 2020 (Unaudited)
| Common Stock | Accumulated | |||||||||||||||||||||||
| NUMBER OF | Additional Paid-in | Accumulated (DEFICIT)/ | other comprehensive | TOTAL STOCKHOLDERS’ | ||||||||||||||||||||
| Shares | Amount | Capital | PROFIT | loss | EQUITY | |||||||||||||||||||
| Balance as of December 31, 2019 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Net loss for the period | - | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||
| Foreign currency translation | - | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Balance as of March 31, 2020 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Net loss for the period | - | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||
| Foreign currency translation | - | $ | $ | $ | $ | $ | ||||||||||||||||||
| Balance as of June 30, 2020 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| F-3 |
WISEMAN GLOBAL LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020 (UNAUDITED)
(In U.S. Dollars, except share data or otherwise stated)
For six months ended June 30, | ||||||||
| 2021 | 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net profit to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of ROU asset | ||||||||
| Change in lease liability | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Inventories | ( | ) | ||||||
| Deposits paid, prepayments and other receivables | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Other payables and accrued liabilities | ( | ) | ( | ) | ||||
| Net cash provided by/(used in) operating activities | $ | $ | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Advance to related parties | ( | ) | ||||||
| Net cash used in investing activities | $ | ( | ) | $ | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from sale of common stock | $ | $ | ||||||
| Advance from a director | $ | |||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Effect of exchange rate changes in cash and cash equivalents | $ | $ | ( | ) | ||||
| Net increase/(decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Income taxes paid | $ | $ | ||||||
| Right-of-use assets obtained in exchange for operating lease obligations | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| F-4 |
WISEMAN GLOBAL LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2021 (UNAUDITED)
(In U.S. Dollars, except share data or otherwise stated)
1. ORGANIZATION AND BUSINESS ACQUISITIONS
Wiseman Global Limited (“WISM”) was incorporated in Nevada on July 17, 2018, and before the transaction described below, WISM is engaged distributing a full line of major household appliances and related products in PRC region including Shenzhen and Hong Kong.
| Name | Place/date of incorporation | Principal activities | |||
| Wisdom Global Group Co., Limited | Seychelles / May 17, 2018 | Investment holding | |||
| Wiseman Global Limited (“Wiseman HK”) | Hong Kong / July 31, 2018 | Distributing a full line of major household appliances and related products | |||
Shenzhen Wiseman Smart Industrial Co., Limited (“SWSICL”)
|
PRC / March 18, 2019
|
Distributing a full line of major household appliances and related products | |||
| Shenzhen Wiseman Industrial Development Co., Limited (“SWIDCL”) | PRC / December 29, 2017 (Acquired on August 12, 2019) | Distributing a full line of major household appliances and related products |
Wiseman
Global Limited is a company that operates through its wholly owned subsidiary, Wisdom Global Group Co., Limited, a Company incorporated
in Seychelles. It should be noted that our wholly owned subsidiary, Wisdom Global Group Co., Limited owns
On
September 7, 2018, Wisdom Global Group Co., Limited acquired
Shenzhen Wiseman Smart Industrial Co., Limited, a wholly-owned subsidiary of Wiseman HK, was incorporated in the PRC on March 18, 2019.
On
August 12, 2019, SWSICL acquired
Wiseman Global Limited and its subsidiaries are hereinafter referred to as the “Company”.
2. BASIS OF PRESENTATION
The accompanying consolidated financial statements of the Company are prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). All material inter-company accounts and transactions have been eliminated in consolidation. The Company has adopted December 31 as its fiscal year end.
| F-5 |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. The Chinese Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Chinese Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business.
Accounts Receivable
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.
Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.
Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as identified. No allowance for doubtful accounts was made for the period ended June 30, 2021.
| F-6 |
Revenue Recognition
Revenue is generated through sale of goods, consultancy, integration and installation services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
(i) identification of the promised goods and services in the contract;
(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;
(iii) measurement of the transaction price, including the constraint on variable consideration;
(iv) allocation of the transaction price to the performance obligations; and
(v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer. The Company allows for 12-month warranties to be purchased on the products. Our warranty includes the repair works for the unfunctional products, and the costs of the spare parts are not included in our warranty. In management’s opinion, there is no provision made for warranty provided.
The
revenue that generated through sale of goods are $
Other Income
For
the six months ended June 30, 2021, we recorded an amount of $
The
net other income incurred during the six months ended June 30, 2021 is derived from income from face mask trading, and distribution income.
Net other income generated through face mask trading is $
The face mask trading is the temporary business, which the Company expects to discontinue the face mask trading on the fiscal year ended 2021. The discontinue is due to the low profit margin due to the highly competitive market in face mask trading.
The
net other income incurred during the six months ended June 30, 2020 is derived from rental income, income from face mask trading, and
distribution income. The net other income that generated through rental income is $
Shipping and handling costs
Costs for shipping and handling activities, including those activities that occur subsequent to transfer of control to the customer, are recorded as cost of sales and are expensed as incurred. The Company accrues costs for shipping and handling activities that occur after control of the promised good has transferred to the customer.
The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.
The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
| F-7 |
Income Taxes
The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
New
U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed
into law on December 22, 2017.
Foreign Currency Translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.
The reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Seychelles, Hong Kong and PRC maintains its books and record in United States Dollars (“US$”), Hong Kong Dollars (“HK$”) and Chinese Renminbi (“CNY¥”) respectively.
In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.
Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:
| As of and for the period ended | ||||
| June 30, 2021 | ||||
| Period-end HK$ : US$1 exchange rate | ||||
| Period-average HK$ : US$1 exchange rate | ||||
| Period-end CNY¥ : US$1 exchange rate | ||||
| Period-average CNY¥ : US$1 exchange rate | ||||
Fair Value Measurement
Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.
| F-8 |
This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques 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 unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
Recently issued and adopted accounting pronouncements
In
February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)
No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required recognize the following for all leases (with the exception
of short-term leases) at the commencement date: 1) A lease liability, which is a lessee’s obligation to make lease payments arising
from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents the lessee’s right
to use, or control the use of, a specified asset for the lease term. The new lease guidance simplified the accounting for sale and leaseback
transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source
of off-balance sheet financing. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including
interim periods within those years. This standard takes effect for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2018. According to this new standard, the Company records both right-of-use asset and lease liability of $
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted.
In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which improves fair value disclosure requirements by removing disclosures that are not cost beneficial, clarifying disclosures’ specific requirements and adding relevant disclosure requirements. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted and an entity can choose to early adopt any removed or modified disclosures upon issuance of this ASU and delay adoption of the additional disclosures until their effective date. The adoption of ASU 2018-13 did not have a material impact on the consolidated financial statements.
In December 2019, the FASB issued ASU2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,
with the intent to reduce the complexity in accounting for income taxes. This ASU is effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2020, and early adoption is permitted. The accounting update removes certain
exceptions to the general principles in ASC 740 as well as provides simplification by clarifying and amending existing guidance. The
Company is currently assessing the impact of the new standard on the consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning January 1, 2021. The Company has determined not to early adopt ASU 2020-06. The implementation of this accounting treatment is not expected to have a material effect on the Company’s financial statements.
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements.
4. ACCOUNTS RECEIVABLE
The receivable and allowance balances as of June 30, 2021 and December 31, 2020 are as follows:
| June 30, 2021 | December 31, 2020 | |||||||
| (unaudited) | (audited) | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for doubtful accounts | ||||||||
| Accounts receivable, net | $ | $ | ||||||
| F-9 |
5. INVENTORIES
Inventories consisted of the following as of June 30, 2021 and December 31, 2020:
| June 30, 2021 | December 31, 2020 | |||||||
| (unaudited) | (audited) | |||||||
| Finished goods | $ | $ | ||||||
| Inventories | $ | $ | ||||||
Inventories consisting of products available for sell, are stated at the lower of cost or market value. There is no inventory allowance for the six months ended June 30, 2021.
6. LOAN TO RELATED PARTIES
The details of the loan to related parties are stated as below:
| Related Parties | June 30, 2021 | December 31, 2020 | ||||||
| (unaudited) | (audited) | |||||||
| Party A | $ | $ | ||||||
| Party B | ||||||||
| Party C | ||||||||
| Total loan to related parties | $ | $ | ||||||
The
loan to related parties are unsecured, with interest-bearing of
Party
A is a company which is owned
Party B is a company which is our CEO is the majority shareholder.
Party C is a company which is the director is the company representative of the Company.
7. PREPAYMENTS
As of June 30, 2021, the Company prepayments consist of the prepayment for the professional fees, purchases, and renovation fees.
8. DEPOSITS PAID AND OTHER RECEIVABLES
Deposits paid and other receivables consisted of the following as of June 30, 2021 and December 31, 2020:
| June 30, 2021 | December 31, 2020 | |||||||
| (unaudited) | (audited) | |||||||
| Deposits paid | $ | $ | ||||||
| Loan to third parties | ||||||||
| Rental income receivables | ||||||||
| Others | ||||||||
| Total deposits paid and other receivables | $ | $ | ||||||
The
loan to third parties are unsecured, with interest-bearing varies of
9. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following as of June 30, 2021 and December 31, 2020:
| June 30, 2021 | December 31, 2020 | |||||||
| (unaudited) | (audited) | |||||||
| Office equipment | $ | $ | ||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | $ | $ | ||||||
Depreciation
expense for the six months ended June 30, 2021 and June 30, 2020 was $
10. OTHER PAYABLES AND ACCRUED LIABILITIES
Other payables and accrued liabilities consisted of the following as of June 30, 2021 and December 31, 2020:
| June 30, 2021 | December 31, 2020 | |||||||
| (unaudited) | (audited) | |||||||
| Other payables | $ | $ | ||||||
| Accrued other expenses | ||||||||
| Receipt in advance | ||||||||
| Total other payables and accrued liabilities | $ | $ | ||||||
| F-10 |
11. SHAREHOLDERS’ EQUITY
As of June 30, 2021, the Company had a total of shares of its common stock issued and outstanding.
There are shares of preferred stock issued and outstanding.
12. ADVANCE FROM A DIRECTOR
As of June 30, 2021 and December 31, 2020, there is an advance from a director of $ and $, respectively.
13. RELATED PARTY TRANSACTIONS
| Name of Related Parties | Relationship with the Company | |
| SHENZHEN WISEMAN SMART TECHNOLOGY GROUP CO., LIMITED | A
company which is owned | |
| WENZHI WU | The family member of the CEO and the Director of the Company. | |
| WISEMAN CHIPS SMART TECHNOLOGY (SHENZHEN) CO., LIMITED | The director is the company representative of the Company. | |
| XIANGXI WISEMAN INVESTMENT DEVELOPMENT CO., LIMITED | A company which is our CEO is the majority shareholder. | |
| JINPENG LAI | The CEO and the Director of the Company. |
Six Months Ended June 30, 2021 | Year Ended December 31, 2020 | |||||||
| Revenue: | ||||||||
| - SHENZHEN WISEMAN SMART TECHNOLOGY GROUP CO., LIMITED | $ | $ | ||||||
| -WISEMAN CHIPS SMART TECHNOLOGY (SHENZHEN) CO., LIMITED | ||||||||
| - XIANGXI WISEMAN INVESTMENT DEVELOPMENT CO., LIMITED | - | |||||||
| Cost of revenue: | ||||||||
| - SHENZHEN WISEMAN SMART TECHNOLOGY GROUP CO., LIMITED | $ | $ | ||||||
| -WISEMAN CHIPS SMART TECHNOLOGY (SHENZHEN) CO., LIMITED | ||||||||
| Other income (cost): | ||||||||
| - SHENZHEN WISEMAN SMART TECHNOLOGY GROUP CO., LIMITED | $ | ( | ) | $ | ( | ) | ||
| Inventories: | ||||||||
| - SHENZHEN WISEMAN SMART TECHNOLOGY GROUP CO., LIMITED | $ | $ | ||||||
| Prepayment | ||||||||
| - SHENZHEN WISEMAN SMART TECHNOLOGY GROUP CO., LIMITED | $ | $ | ||||||
| Deposit paid and other receivables: | ||||||||
| - SHENZHEN WISEMAN SMART TECHNOLOGY GROUP CO., LIMITED | $ | $ | ||||||
| Loan to related parties: | ||||||||
| - SHENZHEN WISEMAN SMART TECHNOLOGY GROUP CO., LIMITED | $ | $ | ||||||
| -WISEMAN CHIPS SMART TECHNOLOGY (SHENZHEN) CO., LIMITED | $ | $ | ||||||
| - XIANGXI WISEMAN INVESTMENT DEVELOPMENT CO., LIMITED | $ | $ | ||||||
| Amount due to related parties: | ||||||||
| - WENZHI WU | $ | $ | ||||||
| Advance from a director: | ||||||||
| - JINPENG LAI | $ | $ | ||||||
| F-11 |
14. INCOME TAX
The Company is an U.S. entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as the Company had no United States taxable income for the six months ended June 30, 2021.
Wisdom Global Group Co., Limited was incorporated in the Republic of Seychelles and, under the laws of Seychelles, is not subject to income taxes.
The
Company operates in Hong Kong and files tax returns in the Hong Kong jurisdiction. Wiseman Global Limited was incorporated in Hong Kong
and is subject to
SWISCL
and SWIDCL were incorporated in the PRC and with the enterprise income tax rate of
Provision
for income tax expense will be projected at year end date. The tax expense of $
Effective and Statutory Rate Reconciliation
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates.
The following table summarizes a reconciliation of the Company’s income taxes expenses:
| Six months ended | ||||||||
| June 30, | ||||||||
| 2021 | 2020 | |||||||
| (unaudited) | (unaudited) | |||||||
| Computed expected benefits | ( | )% | ( | )% | ||||
| Effect of foreign tax rate difference | % | % | ||||||
| Tax losses not recognized | % | % | ||||||
| Under provision of income tax in respect of prior year | % | % | ||||||
| Temporary difference not recognized | ( | )% | ( | )% | ||||
| Income tax expense | % | % | ||||||
| Six months ended | ||||||||
| June 30, | ||||||||
| 2021 | 2020 | |||||||
| (unaudited) | (unaudited) | |||||||
| PRC statutory tax rate | % | % | ||||||
| Computed expected benefits | $ | ( | ) | $ | ( | ) | ||
| Effect of foreign tax rate difference | ||||||||
| Tax losses not recognized | ||||||||
| Under provision of income tax in respect of prior year | ||||||||
| Temporary difference not recognized | ( | ) | ( | ) | ||||
| Income tax expense | $ | $ | ||||||
| F-12 |
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of June 30, 2021:
| Six months ended | ||||||||
| June 30, | ||||||||
| 2021 | 2020 | |||||||
| (unaudited) | (unaudited) | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forwards | ||||||||
| - United States of America | $ | $ | ||||||
| - Hong Kong | ||||||||
| - PRC | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets | $ | $ | ||||||
Management believes that it is more likely than not that the deferred tax assets will not be fully
realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $
Value Added Tax (“VAT”)
In
accordance with the relevant taxation laws in the PRC, the normal VAT rate for domestic sales is
15. RIGHT-OF-USE ASSET AND LEASE LIABILITIES
The
Company implemented new accounting policy according to the ASC 842, Leases, on August 1, 2019 on a modified retrospective basis and did
not restate comparative periods. Under the new policy, the Company recognized approximately US$
As of June 30, 2021 and December 31, 2020, the right-of use asset and lease liabilities are as follows:
| June 30, 2021 | December 31, 2020 | |||||||
| (unaudited) | (audited) | |||||||
| Within 1 year | $ | $ | ||||||
| After 1 year but within 5 years | ||||||||
| Total lease payments | $ | $ | ||||||
| Less: unrecognized lease obligations | ( | ) | ( | ) | ||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Total lease obligations | ||||||||
| Less: current obligations | ( | ) | ( | ) | ||||
| Long-term lease obligations | $ | $ | ||||||
Other information:
| Six months ended June 30, | ||||||||
| 2021 | 2020 | |||||||
| (unaudited) | (unaudited) | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | - | - | ||||||
| Operating cash flow from operating lease | $ | $ | ||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | ||||||||
| Remaining lease term for operating lease (years) | ||||||||
| Weighted average discount rate for operating lease | % | % | ||||||
16. SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through May 12, 2023, the date the Company issued unaudited consolidated financial statements in accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. During this period, there was no subsequent event that required recognition or disclosure.
| F-13 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated April 15, 2021., for the year ended December 31, 2020 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarter report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1/A registration statement, filed on December 12, 2018, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarter report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.
Company Overview
We are a household appliances and related domestic appliances products company in the PRC. Our principal business activity is the provision of household appliances products and related domestic appliances products. Our products improve the home lifestyle and living solutions experience, predominately through power savings, resources efficiencies and functionalities of products. We sell our products to corporate customers, retail customers and independent distributors predominately in the PRC and intend to expand our business in other countries around the world. Our products are typically used in a home setting of consumers of all demographics on a daily basis and meet the convenience-oriented preferences of today’s consumer across a broad range of household activities. We help make daily life easier through a broad range of products that offer multi-purpose functions. Our diverse product portfolio includes televisions, air-conditioners, laundry appliances, refrigerators and freezers, cooking appliances, dishwashers, mixers and other small domestic appliances. Our products are known for their quality, which is recognized by our consumers, retail customers, and corporate customers alike. We believe our customers know they can depend on our trusted brand. These factors generate loyalty which empowers us to develop and launch new products that expand application scenarios and transforms our product portfolio into the smart household appliances category.
Our business has three main divisions and revenue streams, namely, (i) sales of household appliances and related domestic appliances products; (ii) consultancy; and (iii) integration and installation services. Virtually all of our products are manufactured by independent original equipment manufacturers (“OEMs”) in the PRC. For the three months ended June 30, 2021, our revenue was $79,745, and our gross profit was approximately $20,533. For the three months ended June 30, 2020, our revenue was $34,551, and our gross profit was approximately $16,823. We conduct our business through Shenzhen Wiseman Smart Industrial Co., Limited and its subsidiaries which are founded in the PRC and our Hong Kong subsidiary, Wiseman Global Limited (“Wiseman HK”).
| -3- |
Results of operations for the three months ended June 30, 2021
| Three Months Ended June 30, | Increase (decrease) in 2021 | |||||||||||||||||||||||
| 2021 | 2020 | compared to 2020 | ||||||||||||||||||||||
| (In U.S. dollars, except for percentages) | ||||||||||||||||||||||||
| Revenue | $ | 79,745 | 100.0 | % | $ | 34,551 | 100.0 | % | $ | 45,194 | 130.8 | % | ||||||||||||
| Cost of revenues | (59,212 | ) | (74.3 | )% | (17,728 | ) | (51.3 | )% | 41,484 | 234.0 | % | |||||||||||||
| Gross profit | 20,533 | 25.7 | % | 16,823 | 48.7 | % | 3,710 | 22.1 | % | |||||||||||||||
| Operating expenses | (122,515 | ) | (153.6 | )% | (228,707 | ) | (661.9 | )% | (106,192 | ) | (46.4 | )% | ||||||||||||
| Other income, net | 238 | 0.3 | % | 128,179 | 371.0 | % | (127,941 | ) | (99.8 | )% | ||||||||||||||
| Income (Loss) from operations | (101,744 | ) | (127.6 | )% | (83,705 | ) | (242.3 | )% | 18,039 | 21.6 | % | |||||||||||||
| Net finance income | 9 | 0.0 | % | 35 | 0.0 | % | (26 | ) | (74.3 | )% | ||||||||||||||
| Income tax expense | (8,453 | ) | (10.6 | )% | (3,014 | ) | (8.7 | )% | 5,439 | 180.5 | % | |||||||||||||
| Net profit (loss) | $ | (110,188 | ) | (138.2 | )% | $ | (86,684 | ) | (250.9 | )% | $ | 23,504 | 27.1 | % | ||||||||||
Revenues
For the three months ended June 30, 2021 and 2020, the Company generated revenue in the amount of $79,745 and $34,551, representing a significant increase of approximately 130.8%. The revenue is generated from the sales of household appliances and related products, and integration and installation services in China. The significant increase of revenue was a result of the overall decline of the impact of COVID-19 to our business.
Cost of Revenue
Cost of revenue for the three months ended June 30, 2021 amounted to approximately $59,212 as compared to $17,728 for the three months ended June 30, 2020, representing a significant increase of approximately 234.0%. The significant increase of cost of revenue was the result of the overall decline of the impact of COVID-19 to our business. The cost of revenue was predominantly the cost of manufactured goods sold to customers.
Gross profit
Our gross profit increased from $16,823 for three months ended June 30, 2020 to approximately $20,533 for three months ended June 30, 2021, representing a significant increase of approximately 22.1%. The significant increase was primarily attributable to our sales increase.
Operating Expenses
For the three months ended June 30, 2021 and 2020, we had operating expenses in the amount of $122,515 and $228,707, respectively, representing a significant decrease of approximately 46.4%. The significant decrease was primarily attributable to the decrease in leases expense, salary, other professional fees and advertising and promotion.
Other Income, net
For the three months ended June 30, 2021, we recorded an amount of $238 as other income, net as compared to $128,179 other income, net for the three months ended June 30, 2020. The decrease was primarily attributable to the rental income, income from face mask trading, and distribution income. As of June 30, 2021, the rental income has been terminated thus there is no rental income for this period.
Income tax expenses
For the three months ended June 30, 2021 and 2020, we had an income tax expenses of $8,453 and $3,014, respectively.
Net Loss
For the three months ended June 30, 2021, we had a net loss of $110,188 while we had a net loss of $86,684 for the three months ended June 30, 2020, representing a significant increase of approximately 27.1%. The significant increase on the net loss was primarily attributable to the significant increase in cost of revenue and the significant decrease in other income.
| -4- |
Results of operations for the six months ended June 30, 2021
| Six Months Ended June 30, | Increase (decrease) in 2021 | |||||||||||||||||||||||
| 2021 | 2020 | compared to 2020 | ||||||||||||||||||||||
| (In U.S. dollars, except for percentages) | ||||||||||||||||||||||||
| Revenue | $ | 117,013 | 100.0 | % | $ | 136,231 | 100.0 | % | $ | (19,218 | ) | (14.1 | )% | |||||||||||
| Cost of revenues | (62,039 | ) | (53.0 | )% | (74,826 | ) | (54.9 | )% | 12,787 | 17.1 | % | |||||||||||||
| Gross profit | 54,974 | 47.0 | % | 61,405 | 45.1 | % | (6,431 | ) | (10.5 | )% | ||||||||||||||
| Operating expenses | (244,887 | ) | (209.3 | )% | (426,146 | ) | (312.8 | )% | 181,259 | 42.5 | % | |||||||||||||
| Other income, net | 8,195 | 7.0 | % | 201,650 | 148.0 | % | (193,455 | ) | (95.9 | )% | ||||||||||||||
| Loss from operations | (181,718 | ) | (155.3 | )% | (163,091 | ) | (119.7 | )% | (18,627 | ) | (11.4 | )% | ||||||||||||
| Net finance income | 21 | 0.0 | % | 69 | 0.0 | % | (48 | ) | (69.6 | )% | ||||||||||||||
| Income tax expense | (8,453 | ) | (7.2 | )% | (3,014 | ) | (2.2 | )% | (5,439 | ) | (180.5 | )% | ||||||||||||
| Net loss | $ | (190,150 | ) | (162.5 | )% | $ | (166,036 | ) | (121.9 | )% | $ | (24,114 | ) | (14.5 | )% | |||||||||
Revenues
For the six months ended June 30, 2021 and 2020, the Company generated revenue in the amount of $117,013 and $136,231, representing a decrease of approximately 14.1%. The revenue is generated from the sales of household appliances and related products, the sales of face mask, and integration and installation services in China. The decrease of revenue was a result of the overall decline of our business due to the impact of COVID-19 to our businesses.
Cost of Revenue
Cost of revenue for the six months ended June 30, 2021 amounted to approximately $62,039 as compared to $74,826 for the six months ended June 30, 2020, representing a decrease of approximately 17.1%. The decrease of cost of revenue was a result of the overall decline of our business due to the impact of COVID-19 to our businesses. The cost of revenue was predominantly the cost of manufactured goods sold to customers.
Gross profit
Our gross profit decreased from $61,405 for six months ended June 30, 2020 to approximately $54,974 for six months ended June 30, 2021, representing a decrease of approximately 10.5%. The decrease was primarily attributable to our sales decline.
Operating Expenses
For the six months ended June 30, 2021 and 2020, we had operating expenses in the amount of $244,887 and $426,146, respectively, representing a significant decrease of approximately 42.5%. The significant decrease was primarily attributable to the decrease in leases expense, salary, other professional fees and advertising and promotion.
Other Income, net
For the six months ended June 30, 2021, we recorded an amount of $8,195 as other income, net as compared to $201,650 other income, net for the six months ended June 30, 2020. The decrease was primarily attributable to the rental income, income from face mask trading, and distribution income.
Income tax expenses
For the six months ended June 30, 2021 and 2020, we had an income tax expenses of $8,453 and $3,014, respectively. The tax expense incurred is an adjustment under the provision of income tax for the year ended December 31, 2020 from Wiseman Global Limited which was incorporated in Hong Kong.
Net Loss
For the six months ended June 30, 2021, we had a net loss of $190,150 while we had a net loss of $166,036 for the six months ended June 30, 2020, representing an increase of approximately 14.5%. The increase on the net loss was primarily attributable to the significant decrease in other income and the overall decline of our business.
Liquidity and Capital Resources
The following summarizes the key components of our cash flows for the six months ended June 30, 2021 and 2020 are as follow:
| 2021 | 2020 | |||||||
| (In U.S. dollars) | ||||||||
| Net cash provided by/(used in) operating activities | $ | 56,085 | $ | (287,501 | ) | |||
| Net cash provided by financing activities | $ | 15,170 | $ | 14,097 | ||||
| -5- |
Cash Used in Operating Activities
For the six months ended June 30, 2021 and 2020, net cash provided by and used in operating activities was $56,085 and $287,501, respectively. The cash provided by and used in operating activities was attributable to operating expenses which included leases expense, salary, other professional fees and advertising and promotions.
Cash Provided by Financing Activities
For the six months ended June 30, 2021 and 2020, the Company had advances of $15,170 and $14,097, respectively from our sole executive officer and director, Mr. Lai Jinpeng.
For the six months ended June 30, 2021 and 2020, net cash provided by financing activities was $15,170 and $14,907, respectively, which reflected the proceeds from advances from the directors.
Off-balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of June 30, 2021.
Contractual Obligations
As a smaller reporting company, we are not required to provide the aforementioned information.
Critical Accounting Policies
Recent accounting pronouncements
In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those years. This standard takes effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. According to this new standard, the Company should record both right-of-use asset and lease liability of $25,897 on its consolidated financial statements for the period ended June 30, 2021.
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted.
In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which improves fair value disclosure requirements by removing disclosures that are not cost beneficial, clarifying disclosures’ specific requirements and adding relevant disclosure requirements. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted and an entity can choose to early adopt any removed or modified disclosures upon issuance of this ASU and delay adoption of the additional disclosures until their effective date. The adoption of ASU 2018-13 did not have a material impact on the consolidated financial statements.
In December 2019, the FASB issued ASU2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, with
the intent to reduce the complexity in accounting for income taxes. This ASU is effective for fiscal years, and interim periods within
those fiscal years, beginning after December 15, 2020, and early adoption is permitted. The accounting update removes certain exceptions
to the general principles in ASC 740 as well as provides simplification by clarifying and amending existing guidance. The Company is
currently assessing the impact of the new standard on the consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning January 1, 2021. The Company has determined not to early adopt ASU 2020-06. The implementation of this accounting treatment is not expected to have a material effect on the Company’s financial statements.
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements.
| -6- |
Item 3 Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4 Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of June 30, 2021. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and (iv) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of June 30, 2021.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:
| 1. | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; | |
| 2. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and | |
| 3. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
| -7- |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.
As of June 30, 2021, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the six months ending June 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| -8- |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We are not subjected to nor engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect on our Company’s results of operations or financial condition. Further, there are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to our Company.
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
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer | |
| 32.1 | Section 1350 Certification of principal executive officer | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Schema Document | |
| 101.CAL | Inline XBRL Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Definition Linkbase Document | |
| 101.LAB | Inline XBRL Label Linkbase Document | |
| 101.PRE | Inline XBRL Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WISEMAN GLOBAL LIMITED | ||
| (Name of Registrant) | ||
| Date: May 12, 2023 | ||
| By: | /s/ Lai Jinpeng | |
| Title: | Chief Executive Officer, President, Secretary, Treasurer, Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) | |
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.
| Signature | Title | Date | ||
| /s/ Lai Jinpeng | Chief Executive Officer, Director, President, Secretary and Treasurer | May 12, 2023 | ||
| Lai Jinpeng | (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) | |||
| /s/ Yang Lin | Director and Chairperson | May 12, 2023 | ||
| Yang Lin |
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