See accompanying notes to not reviewed condensed
consolidated financial statements
See accompanying notes to not reviewed condensed
consolidated financial statements
See accompanying notes to not reviewed condensed
consolidated financial statements
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
Consolidated Statement of Cash Flows (Not Reviewed)
For the nine months ended September 30, 2021 and 2020
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
$
|
|
|
$
|
|
|
|
(not reviewed)
|
|
|
(not reviewed)
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
|
(30,679
|
)
|
|
|
43,652
|
|
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
6,755
|
|
|
|
6,021
|
|
FBT employee contribution
|
|
|
–
|
|
|
|
–
|
|
Gain on disposal of fixed assets
|
|
|
–
|
|
|
|
–
|
|
Dispute settlement
|
|
|
–
|
|
|
|
–
|
|
Share based payment
|
|
|
–
|
|
|
|
–
|
|
Interest accrued on shareholder loan
|
|
|
–
|
|
|
|
–
|
|
Net difference on foreign exchange
|
|
|
8,502
|
|
|
|
725
|
|
Net changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
(Increase)/decrease in trade and other receivables
|
|
|
65,004
|
|
|
|
(74,674
|
)
|
(Increase)/decrease in other assets
|
|
|
–
|
|
|
|
–
|
|
Increase/(decrease) in trade and other payables
|
|
|
(18,402
|
)
|
|
|
166,915
|
|
Increase/(decrease) in other liabilities
|
|
|
–
|
|
|
|
–
|
|
Decrease in deferred tax asset
|
|
|
7,165
|
|
|
|
22,293
|
|
Decrease in tax provision
|
|
|
–
|
|
|
|
–
|
|
Net cash (used in)/provided by operating activities
|
|
|
38,345
|
|
|
|
164,932
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
Payments for property, plant and equipment
|
|
|
–
|
|
|
|
–
|
|
Net cash used in investing activities
|
|
|
–
|
|
|
|
–
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
(Payment)/Proceed from borrowings
|
|
|
(9,976
|
)
|
|
|
3,246
|
|
Advances to related entities
|
|
|
(4,121
|
)
|
|
|
(124,679
|
)
|
Payment of finance lease liabilities
|
|
|
(28,490
|
)
|
|
|
(22,259
|
)
|
Net cash (used in)/ provide by financing activities
|
|
|
(42,587
|
)
|
|
|
(143,692
|
)
|
Net increase in cash and cash equivalents
|
|
|
(4,242
|
)
|
|
|
21,240
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
5,734
|
|
|
|
(39,482
|
)
|
Adjustment to equity to reflect retroactive application of reverse acquisition accounting
|
|
|
–
|
|
|
|
–
|
|
Cash and cash equivalents at the beginning of period
|
|
|
4,192
|
|
|
|
22,764
|
|
Cash and cash equivalents at the end of period
|
|
$
|
5,684
|
|
|
$
|
4,522
|
|
See accompanying notes to not reviewed condensed
consolidated financial statements
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
Notes to Consolidated Statements
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Sincerity Applied Material Holdings
Corp (the “Company’’) is a specialized provider of technologically advanced packing materials for the automotive, packaging,
building & construction, and engineering industries, with headquarters located near Melbourne, Australia. The Company’s primary
customer is an unrelated entity with global operations that accounts for approximately 80% - 90% of The Company’s revenue, and The
Company’s primary suppliers are in China and Malaysia.
The accompanying financial statements
include the accounts of Sincerity Applied Material Holdings Corp which is a company domiciled in Australia. These financial statements
have been prepared in accordance with the accounting principles generally accepted in the United States (“GAAP”) and Regulation
S-X published by the US Securities and Exchange Commission (the “SEC”). Certain prior period amounts have been reclassified
to conform to the current period presentation. Such reclassifications had no effect on the prior period net income, accumulated deficit,
net assets, or total shareholders’ deficit. The Company has evaluated events or transactions through the date of issuance of this
report in conjunction with the preparation of these consolidated financial statements. All amounts presented are in US dollars, unless
otherwise noted.
The financial statements, except for
cash flow information, have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement
at fair value of selected non-current assets, financial assets and financial liabilities. The amounts presented in the financial statements
have been rounded to the nearest dollar.
The financial statements have been prepared
on the going concern basis, which assumes continuity of normal business activities and the realization of assets and the settlement of
liabilities in the ordinary course of business.
At September 30,2021, the company had
a current asset deficiency of $71,861 and net asset of $79,811 (December 31, 2020 current asset deficiency of $40,846 and net asset surplus
$51,033). The Company reported an after-tax loss of $30,679 for the nine months ended September 30,2021 (September 30, 2020 after tax
income: $43,652).
Despite the current asset deficiency,
the company has prepared the financial statements on a going concern basis that contemplates the continuity of normal business activity,
realization of assets and settlement of liabilities at the amounts recorded in the financial statements in the ordinary course of business.
The company believes that there are
reasonable grounds to support the fact that it will be able to pay its debts as and when they become due and payable. In forming this
opinion, the Group has considered the following factors:
(i)
|
The company has the ability to raise fund through private placements and convertible notes;
|
(ii)
|
The company has been streamlining its operation by reducing operation costs; and
|
(iii)
|
Applying for financial assistance from the Australian Government available for businesses impacted by COVID-19
|
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
Notes to Consolidated Statements
If the Company is unable to continue
as a going concern it may be required to realize its assets and extinguish its liabilities other than in the ordinary course of business
at amounts different from those stated in the financial statements.
The financial statements do not include
adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities
that might be necessary should the Company not continue as a going concern.
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America (“U.S. 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 financial statements and reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
|
1.5
|
Foreign Currency Translation
|
The functional currency of the Company
is its local currency, the Australian dollar (AUD). The financial statements of the Company have been translated into U.S. dollars (USD).
All balance sheet accounts, other than those in stockholder’s deficiency, which are translated, based on historical rates accumulated
over time, have been translated using the exchange rate in effect at the balance sheet date. Income statement amounts have been translated
using the average exchange rate in effect for the three months ended September 30, 2021. Accumulated net translation adjustments have
been reported separately in other comprehensive loss in the financial statements. Foreign currency translation adjustments resulted in
a loss of $1,948 for the three months ended September 30, 2021; such translation adjustments are not subject to income taxes. Foreign
currency transaction loss resulting from exchange rate fluctuations on transactions denominated in a currency other than the AUD, the
functional currency, totaled $3,683 for the three months ended September 30, 2021, and is included in the accompanying statement of income
for the period.
|
1.6
|
Cash and Cash Equivalents and Concentration of Credit Risk
|
The Company considers all highly liquid
short-term investments with original maturities of three months or less at the date of acquisition to be cash equivalents. The carrying
value of cash and cash equivalents approximates fair value due to the short-term nature of these instruments.
The Company’s financial instruments
exposed to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are held in several
Australian bank accounts. The Company regularly assesses the level of credit risk we are exposed to and whether there are better ways
of managing credit risk. The Company invests its cash and cash equivalents with reputable financial institutions. The Company has not
incurred any losses related to these deposits.
The Company carries its accounts receivable
at cost less an allowance for doubtful accounts. The Company evaluates its accounts receivable on a regular basis and establishes an allowance
for doubtful accounts, when deemed necessary, based on a history of past write- offs and collections and current credit conditions. A
receivable is considered past-due based either on contractual terms or payment history. Accounts are written off as uncollectible after
collection efforts have failed. In addition, The Company does not generally charge interest on past-due accounts or require collateral.
It is at least reasonably possible that changes may occur in the near term that would affect management’s estimate of the allowance
for doubtful accounts. At September 30 2021, management determined that no allowance for doubtful accounts was required.
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
Notes to Consolidated Statements
|
1.8
|
Property and Equipment
|
Property and equipment are recorded
at cost. Costs of renewal and improvements that substantially extend the useful lives of assets are capitalized. Maintenance and repair
costs are expensed when incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets,
generally five years.
Derecognition
An item of plant and equipment is derecognized
upon disposal or when no further economic benefits are expected from its use or disposal.
Payables are carried at amortized cost
and, due to their short-term nature, they are not discounted. They represent liabilities for goods and services provided to the Company
prior to the end of the financial period that are unpaid and arise when the Company becomes obliged to make future payments in respect
of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition.
Provisions are recognized when the Company
has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will
result and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the
obligation at the end of the reporting period.
Leases of fixed assets, where substantially
all the risks and benefits incidental to the ownership of the asset – but not the legal ownership – are transferred to entities
in the consolidated group, are classified as finance leases.
Finance leases are capitalized by recognizing
an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum
lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and
the lease interest expense for the period.
Leased assets are depreciated on a straight-line
basis over the shorter of their estimated useful lives or the lease term.
Lease payments for operating leases,
where substantially all the risks and benefits remain with the lessor, are recognized as expenses on a straight-line basis over the lease
term.
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
Notes to Consolidated Statements
|
1.12
|
Loans and Borrowings
|
All loans and borrowings are initially
recognized at cost, being the fair value of the consideration received net of issue costs associated with the borrowing.
After initial recognition, interest-bearing
loans and borrowings are subsequently measured at amortized cost using the effective interest method. Amortized cost is calculated by
taking into account any issue costs, and any discount or premium on settlement.
The Company recognizes revenue when
the goods are delivered at the port of shipment by the supplier, the price is fixed or determinable, and collectability is reasonably
assured.
Interest revenue is recognized using
the effective interest method, which for floating rate financial assets is the rate inherent in the instrument.
All revenue is stated net of the amount
of goods and services tax.
We account for income taxes using the
asset and liability method, under which the current income tax expense or benefit is the amount of income tax expected to be payable or
refundable in the current year. Deferred tax assets and liabilities are recorded for the estimated future tax consequences of temporary
differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, and for operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the year in which the temporary differences are expected to be recovered or settled.
We evaluate the realizability of our
deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of our deferred tax assets
will not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals
of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations.
If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would
make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
We account for the uncertainty in income
tax components based on tax positions taken or expected to be taken in a tax return. To recognize a benefit, a tax position must be more
likely than not to be sustained upon examination by taxing authorities. We do not recognize tax benefits that have a less than 50 percent
likelihood of being sustained. Our policy is to recognize interest and tax penalties related to unrecognized tax benefits in income tax
expense; no interest or tax penalties on uncertain tax benefits have been recorded through September 30,2021.
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
Notes to Consolidated Statements
|
1.15
|
Goods and Services Tax (GST)
|
Revenues, expenses and assets are recognized
net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).
Receivables and payables are stated
inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with
other receivables or payables in the statement of financial position.
Cash flows are presented on a gross
basis. The GST components of cash flows arising from investing or financing activities, which are recoverable from or payable to the ATO,
are presented as operating cash flows included in receipts from customers or payments to suppliers.
|
1.16
|
Impairment of Long-Lived Assets
|
The Company reviews long-lived assets,
including fixed assets, for impairment whenever events or circumstances indicate that the carrying value of such assets may not be fully
recoverable. Impairment is present when the sum of undiscounted estimated future cash flows expected to result from use of the asset is
less than carrying value. If impairment is present, the carrying value of the impaired asset is reduced to its fair value. Fair value
is determined based on discounted cash flows or appraised values, depending on the nature of the asset. During the three months ended
September 30, 2021, no impairment losses were recognized for long-lived assets.
|
1.17
|
Stock-Based Compensation
|
The Company recognizes all employee
share-based compensation as a cost in the consolidated financial statements. Equity-classified awards principally related to stock options,
restricted stock units (“RSUs”) and performance stock units (“PSU”), are measured at the grant date fair value
of the award. The Company determines grant date fair value of stock option awards using the Black-Scholes option-pricing model. The fair
value of restricted stock awards is determined using the closing price of the Company’s common stock on the grant date. For service
based vesting grants, expense is recognized over the requisite service period based on the number of options or shares expected to ultimately
vest. For performance based vesting grants, expense is recognized over the requisite period until the performance obligation is met, assuming
that it is probable. No expense is recognized for performance-based grants until it is probable the vesting criteria will be satisfied.
Forfeitures are estimated at the date of grant and revised when actual or expected forfeiture activity differs materially from original
estimates.
Stock-based payments to non-employees
are re-measured at each reporting date and recognized as services are rendered, generally on a straight-line basis. The Company believes
that the fair values of these awards are more reliably measurable than the fair values of the services rendered.
|
1.18
|
Earnings (Loss) per Common Share
|
Basic earnings (loss) per common share
is computed by dividing income or losses available to common shareholders by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per common share is computed similar to basic net income or losses per share except that the denominator
is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants
and stock options had been issued and of the additional common shares were dilutive. Diluted earnings (loss) per common share is based
on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying
the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under
the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance,
if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under if
–converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period
(or at the time of issuance, if later).
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
Notes to Consolidated Statements
|
1.19
|
Accumulated Other Comprehensive Income (Loss)
|
Comprehensive income (loss) is presented
net of applicable income taxes in the accompanying consolidated statements of stockholders’ equity and comprehensive income (loss).
Other comprehensive income (loss) is comprised of revenues, expenses, gains, and losses that under GAAP are reported as separate components
of stockholders’ equity instead of net income (loss).
|
1.20
|
Recently Issued Accounting Standards
|
The Company continually assesses any
new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement
affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial
statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change.
The Company currently does not have any recent accounting pronouncements that they are studying and feel may be applicable.
|
1.21
|
Reverse Acquisition Accounting
|
In accordance with “reverse acquisition”
accounting treatment, our historical financial statements as of period ends, and for periods ended, prior to the Acquisition will be replaced
with the historical financial statements of Sincerity Australia Pty Ltd (“SAPL”), prior to the Acquisition, in all future
filings with the SEC. Consequently retroactive adjustments have been made to the equity balances of SAPL to reflect the equity balances
of the legal parent company Sincerity Applied Materials Holdings Corp as required under ASC 805 and the application of reverse acquisition
accounting.
The outbreak of the novel strain of
coronavirus (“COVID-19”) and the ongoing pandemic, has resulted in governments worldwide enacting various emergency measures
to combat the spread of the virus. These measures, which include the implementation of travel bans, border shutdowns, self-imposed quarantine
periods, closing of non-essential businesses and social distancing, have caused material disruption to businesses globally resulting in
an economic slowdown. In addition, global equity markets have experienced significant volatility and weakness. Governments and central
banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions.
|
2.
|
Critical Accounting Estimates and Judgments
|
The Directors evaluate estimates and
judgments incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume
a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company.
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
Notes to Consolidated Statements
Key Estimates
The Company determines the estimated useful
lives and related depreciation and amortization charges for its property and equipment and finite life intangible assets. The useful lives
could change significantly as a result of technical innovations or some other event. The depreciation and amortization charge will increase
where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned
or sold will be written off or written down.
The Company is subject to income taxes
in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many
transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain.
The Company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law.
Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred
tax provisions in the period in which such determination is made.
|
2.
|
Critical Accounting Estimates and Judgments (continued)
|
Key Judgments
|
(i)
|
Provision for impairment of receivables
|
The provision for impairment of receivables
assessment requires a degree of estimation and judgement. The level of provision is assessed by taking into account the recent sales experience,
the ageing of receivables, historical collection rates and specific knowledge of the individual debtors’ financial position.
The Company assessed that no indicators
of impairment existed at the reporting date and as such no impairment testing was performed.
The consolidated entity operates predominantly
in one industry and one geographical segment, those being sales of technical advanced plastics materials in Australia, respectively.
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
Notes to Consolidated Statements
|
4.
|
Cash and Cash Equivalents
|
Cash at the end of the financial periods
as shown in the statement of cash flows is reconciled to items in the balance sheets as follows:
Schedule of cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
(not reviewed)
|
|
|
December 31,2020
(not audited)
|
|
|
|
|
|
|
|
|
Cash at bank
|
|
$
|
4,963
|
|
|
$
|
3,419
|
|
Petty Cash
|
|
|
721
|
|
|
|
773
|
|
|
|
$
|
5,684
|
|
|
$
|
4,192
|
|
|
5.
|
Account Receivables and Other Assets
|
Schedule of account receivables and other assets
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
(not reviewed)
|
|
|
December 31, 2020
(not audited)
|
|
Current
|
|
|
|
|
|
|
|
|
Account Receivables
|
|
$
|
2,621
|
|
|
$
|
67,626
|
|
Deferred expenditure
|
|
|
–
|
|
|
|
–
|
|
Account Receivables and Other Assets
|
|
$
|
2,621
|
|
|
$
|
67,626
|
|
Deferred expenditure represented deposits
paid to supplier for order processing.
|
6.
|
Property, Plant and Equipment
|
Schedule of property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
(not reviewed)
|
|
|
December 31, 2020
(not audited)
|
|
|
Estimated Useful Lives
|
Vehicles
|
|
$
|
131,242
|
|
|
$
|
131,242
|
|
|
5 years
|
Office equipment and furniture and fixtures
|
|
|
25,565
|
|
|
|
25,565
|
|
|
5 years
|
|
|
|
156,807
|
|
|
|
156,807
|
|
|
|
Less: accumulated depreciation
|
|
|
60,981
|
|
|
|
54,227
|
|
|
|
Total, net of accumulated depreciation
|
|
$
|
95,826
|
|
|
$
|
102,580
|
|
|
|
|
7.
|
Accrued and Other Liabilities
|
Schedule of accrued and other liabilities
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
(not reviewed)
|
|
|
December 31, 2020
(not audited)
|
|
Current
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
102,520
|
|
|
$
|
85,039
|
|
Deferred Income
|
|
|
–
|
|
|
|
–
|
|
|
|
$
|
102,520
|
|
|
$
|
85,039
|
|
Deferred Income represented deposits
received from customers for order processing.
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
Notes to Consolidated Statements
The Company has a chattel mortgage
outstanding at September 30, 2021 secured by a motor vehicle requiring monthly
payments approximating $2,712 (and
a final payment approximating $46,650)
that includes interest approximating 6.2%,
and maturing on August 22, 2022. The components of
the balance due under the chattel mortgage at September 30, 2021 are as follows:
Schedule of long-term debt
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
(not reviewed)
|
|
|
December 31, 2020
(not audited)
|
|
|
|
|
|
|
|
|
Chattel mortgage
|
|
$
|
54,278
|
|
|
$
|
60,303
|
|
Less: current portion
|
|
|
(22,465
|
)
|
|
|
(24,094
|
)
|
|
|
$
|
31,813
|
|
|
$
|
36,209
|
|
Maturities of long-term debt at September
30, 2021 for each of the next five years and in the aggregate, are as follows:
Schedule of maturities of long-term debt
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
(not reviewed)
|
|
|
December 31, 2020
(not audited)
|
|
|
|
|
|
|
|
|
Next 12 months
|
|
$
|
76,486
|
|
|
$
|
34,787
|
|
2 years
|
|
|
-
|
|
|
|
73,054
|
|
3 years
|
|
|
–
|
|
|
|
-
|
|
4 years
|
|
|
–
|
|
|
|
–
|
|
|
|
$
|
76,486
|
|
|
$
|
107,841
|
|
Schedule of line of credit
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
(not reviewed)
|
|
|
December 31, 2020
(not audited)
|
|
|
|
|
|
|
|
|
Business Loan
|
|
$
|
107,225
|
|
|
$
|
119,284
|
|
Business Credit Card
|
|
|
3,696
|
|
|
|
1,613
|
|
Short-term borrowing
|
|
|
80,000
|
|
|
|
80,000
|
|
|
|
$
|
190,921
|
|
|
$
|
200,897
|
|
The Company has a total
$950,000 (AUD) bank credit line (approximately $684,570 (USD) at September 30, 2021) personally guaranteed by certain Company officers,
and secured by real property owned by those officers, available to be used for core business working capital requirements, $800,000 (AUD)
of which is designated as the “mortgage loan” portion with the remaining balance of $150,000 (AUD) designated as the “business
loan” portion. The mortgage loan portion of the credit line is subject to the bank’s business mortgage index rate (6.85% per
annum at September 30, 2021) minus 2.23% per annum for a maximum term of 30 years from the first drawdown date, and the business loan
portion of the credit line is subject to the bank’s business mortgage index rate minus 1.08% per annum for a maximum term of 15
years from the first drawdown date. The business loan at September 30, 2021, $107,225 (USD) is drawn and payable on the business loan;
no drawings have been made on the mortgage loan as of the balance sheet date. Interest only is due monthly in arrears for the first 3
years from the first drawdown date for draws from the mortgage loan and from the business loan.
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
Notes to Consolidated Statements
|
(a)
|
The components of tax (expense)/income comprise:
|
Schedule of components of tax (expense)/income
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
(not reviewed)
|
|
|
September 30, 2020
(not audited)
|
|
Current tax
|
|
|
|
|
|
|
|
|
- Australia
|
|
$
|
4,870
|
|
|
$
|
1,593
|
|
- US
|
|
|
–
|
|
|
|
–
|
|
Total
|
|
$
|
4,870
|
|
|
$
|
1,593
|
|
|
(b)
|
The prima facie tax on profit from ordinary activities before income tax is reconciled to income tax as follows:
|
Schedule of reconciled to income tax expense
|
|
|
|
|
|
|
|
|
Profit/(loss) from continuing operations before income tax expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Australia
|
|
$
|
|
|
$
|
|
- US
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
Income tax expense/(credit) at statutory rate:
|
|
|
|
|
|
|
|
|
- Australia
|
|
$
|
(5,076)
|
|
|
$
|
(1,593
|
)
|
- US
|
|
|
(2,928)
|
|
|
|
-
|
|
Total
|
|
$
|
(8,004)
|
|
|
$
|
(1,593)
|
|
|
|
|
|
|
|
|
|
|
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
|
|
|
|
|
|
|
|
|
Other adjustments
|
|
|
3,134
|
|
|
|
-
|
|
Consolidated income tax expense/(income)
|
|
$
|
(4,870
|
)
|
|
$
|
(1,593)
|
|
On December 22, 2017,
new tax reform legislation in the U.S., known as the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law. At September
30, 2021, the Company has not yet completed its accounting assessment for the tax effects of the enactment of the Act; however, as described
below, the Company has made a reasonable estimate of the effects on the existing deferred tax balances.
As a result of the lower
enacted corporate tax rate, the Company has remeasured certain deferred tax assets and liabilities based on the rates at which they are
expected to reverse in the future, which is generally 21%. The provisional amount recorded of our tax balance was $Nil that is fully offset
by accumulated losses from earlier periods.
Staff Accounting Bulletin
No. 118 (“SAB 118”) was issued to address the application of US GAAP in situations when a registrant does not have the necessary
information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income
tax effects of the Act. In accordance with SAB 118, the Company has provisionally determined that there is no deferred tax benefit or
expense with respect to the remeasurement of certain deferred tax assets and liabilities due to the full valuation allowance against net
deferred tax assets. The Company is still analyzing certain aspects of the Act and refining its calculations, which could potentially
affect the measurement of these balances or potentially give rise to new deferred tax amounts. Additional analysis of the law and the
impact to the Company will be performed and any impact will be recorded in the respective quarter in 2021.
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
Notes to Consolidated Statements
|
11.
|
Other Comprehensive Earnings
|
Schedule of other comprehensive earnings
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
(not reviewed)
|
|
|
December 31, 2020
(not audited)
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation reserve
|
|
$
|
23,668
|
|
|
$
|
9,433
|
|
|
12.
|
Capital and Leasing Commitments
|
There was no capital or leasing expenditure
at September 30, 2021.
From time to time, we may be a defendant
and plaintiff in various legal proceedings arising in the normal course of our business. We are currently not a party to any material
legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, we are not aware
of any known litigation or liabilities involving the operators of our properties that could affect our operations. Furthermore, as of
the date of this Quarterly Report, our management is not aware of any proceedings to which any of our directors, officers, or affiliates,
or any associate of any such director, officer, affiliate, or security holder is a party adverse to our company or has a material interest
adverse to us.
|
14.
|
Related Party Transactions
|
Sincerity Australia Pty Ltd which is incorporated
in Australia and Prana Hong Kong Limited which is incorporated in Hong Kong are wholly owned subsidiaries of Sincerity Applied Materials
Holdings Corp.
|
(b)
|
Outstanding balances with related parties
|
The following balances are outstanding
at reporting date in relation to transactions with related parties:
Schedule of related party transactions
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
(not reviewed)
|
|
|
December 31,2020
(not audited)
|
|
|
|
|
|
|
|
|
Loan to Stockholder
|
|
|
518,380
|
|
|
$
|
519,338
|
|
Loan from Stockholder
|
|
$
|
–
|
|
|
|
–
|
|
|
|
Three months ended September 30,
|
|
|
|
2021
(not reviewed)
|
|
|
2020
(not reviewed)
|
|
|
|
|
|
|
|
|
Purchase from Shanghai Sincerity Co Ltd
|
|
$
|
15,993
|
|
|
$
|
3,989
|
|
|
|
|
|
|
|
|
|
|
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
Notes to Consolidated Statements
|
15.
|
Events After the Reporting Period
|
There has
not arisen in the interval between the end of the financial period and the date of these financial statements any other item, transaction
or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operation
of the company, the results of those operations, or the state of affairs of the company, in future financial years except for:
|
(a)
|
On August 5, 2021, the New York County Supreme Court has granted Section 3(a)(10) of the Securities Act of 1933 as amended exempts the offer and sale of securities in certain exchange transactions from the registration statement requirements in the case of Infinity Fund LLC v Sincerity Applied Materials Holdings Corp.
|
|
(b)
|
On August 20, 2020, the Group has entered into
a stock purchase agreement with Simcor (Jiangsu) Materials Technology Ltd (SMTL), a company formed in the Peoples Republic of China with
its registered address at No 67, Yanzhen East Rd, Niutang, Wujin, Changzhou, Jiangsu, China. SMTL will sell to the group 2,000,000 ordinary
shares to the Group for a consideration of USD 2,500,000. SMTL also will issue and sell to the Group 5,000,000 ordinary shares for a consideration
of USD 4,500,000.
The Group has issued
a USD 7,000,000 promissory note to the shareholder of SMTL and assigned the debt to Infinity Fund LLC for the same amount of USD 7,000,000
subject to the granting of Section 3(a)(10) of the Securities Act of 1933 as described in Note 15(a).
At the date of this report,
the transaction is still pending settlement.
|