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Wiseman Global Ltd – ‘10-Q’ for 9/30/19

On:  Tuesday, 11/19/19, at 12:04pm ET   ·   For:  9/30/19   ·   Accession #:  1493152-19-17925   ·   File #:  333-228130

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/19/19  Wiseman Global Ltd                10-Q        9/30/19   64:2.4M                                   M2 Compliance/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    282K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     27K 
 3: EX-32.1     Certification -- §906 - SOA'02                      HTML     23K 
11: R1          Document and Entity Information                     HTML     51K 
45: R2          Condensed Consolidated Balance Sheets               HTML    116K 
53: R3          Condensed Consolidated Balance Sheets               HTML     40K 
                (Parenthetical)                                                  
30: R4          Condensed Consolidated Statements of Operations     HTML     64K 
                and Comprehensive Loss (Unaudited)                               
12: R5          Condensed Consolidated Statements of Changes in     HTML     50K 
                Stockholders' Equity (Unaudited)                                 
46: R6          Condensed Consolidated Statements of Cash Flows     HTML     79K 
                (Unaudited)                                                      
54: R7          Organization and Business Background                HTML     32K 
31: R8          Basis of Presentation                               HTML     24K 
10: R9          Summary of Significant Accounting Policies          HTML     50K 
26: R10         Acquisition of Shenzhen Wiseman Industrial          HTML     25K 
                Development Co., Limited ('Swidcl')                              
18: R11         Accounts Receivable                                 HTML     26K 
41: R12         Inventories                                         HTML     25K 
64: R13         Deposits Paid, Prepayments and Other Receivables    HTML     26K 
25: R14         Property, Plant And Equipment                       HTML     27K 
17: R15         Other Payables and Accrued Liabilities              HTML     26K 
40: R16         Shareholders' Equity                                HTML     23K 
63: R17         Advance to a Director                               HTML     22K 
24: R18         Related Party Transactions                          HTML     34K 
19: R19         Income Tax                                          HTML     39K 
43: R20         Lease Right-of-Use Asset and Lease Liabilities      HTML     34K 
52: R21         Subsequent Events                                   HTML     24K 
33: R22         Summary of Significant Accounting Policies          HTML     83K 
                (Policies)                                                       
14: R23         Summary of Significant Accounting Policies          HTML     25K 
                (Tables)                                                         
42: R24         Acquisition of Shenzhen Wiseman Industrial          HTML     25K 
                Development Co., Limited ('Swidcl') (Tables)                     
51: R25         Accounts Receivable (Tables)                        HTML     26K 
32: R26         Inventories (Tables)                                HTML     27K 
13: R27         Deposits Paid, Prepayments and Other Receivables    HTML     26K 
                (Tables)                                                         
44: R28         Property, Plant And Equipment (Tables)              HTML     27K 
50: R29         Other Payables and Accrued Liabilities (Tables)     HTML     26K 
60: R30         Related Party Transactions (Tables)                 HTML     32K 
38: R31         Income Tax (Tables)                                 HTML     38K 
20: R32         Lease Right-of-Use Asset and Lease Liabilities      HTML     34K 
                (Tables)                                                         
27: R33         Organization and Business Background (Details       HTML     29K 
                Narrative)                                                       
61: R34         Summary of Significant Accounting Policies          HTML     37K 
                (Details Narrative)                                              
39: R35         Summary of Significant Accounting Policies -        HTML     27K 
                Schedule of Foreign Currencies Translation                       
                Exchange Rate (Details)                                          
21: R36         Acquisition of Shenzhen Wiseman Industrial          HTML     27K 
                Development Co., Limited ('Swidcl') (Details                     
                Narrative)                                                       
28: R37         Acquisition of Shenzhen Wiseman Industrial          HTML     28K 
                Development Co., Limited ('SWIDCL') - Schedule of                
                Purchase Price Allocation of the Acquisition                     
                (Details)                                                        
62: R38         Accounts Receivable - Schedule of Accounts          HTML     29K 
                Receivable (Details)                                             
37: R39         Inventories - Schedule of Inventories (Details)     HTML     25K 
55: R40         Deposits Paid, Prepayments and Other Receivables -  HTML     32K 
                Schedule of Deposits Paid, Prepayments and Other                 
                Receivables (Details)                                            
48: R41         Property, Plant And Equipment - (Details            HTML     23K 
                Narrative)                                                       
15: R42         Property, Plant And Equipment - Schedule of         HTML     34K 
                Property, Plant And Equipment (Details)                          
34: R43         Other Payables and Accrued Liabilities - Schedule   HTML     29K 
                of Other Payables and Accrued Liabilities                        
                (Details)                                                        
56: R44         Shareholders' Equity (Details Narrative)            HTML     40K 
49: R45         Advance to a Director (Details Narrative)           HTML     25K 
16: R46         Related Party Transactions - Schedule of Related    HTML     34K 
                Party Transactions (Details)                                     
35: R47         Income Tax (Details Narrative)                      HTML     38K 
57: R48         Income Tax - Schedule of Effective Income Tax Rate  HTML     53K 
                Reconciliation (Details)                                         
47: R49         Income Tax - Schedule of Deferred Tax Assets        HTML     30K 
                (Details)                                                        
36: R50         Lease Right-of-Use Asset and Lease Liabilities      HTML     28K 
                (Details Narrative)                                              
59: R51         Lease Right-of-Use Asset and Lease Liabilities -    HTML     37K 
                Schedule of Right-of Use Assets and Liabilities                  
                (Details)                                                        
23: R52         Lease Right-of-Use Asset and Lease Liabilities -    HTML     29K 
                Schedule of Other Information (Details)                          
29: XML         IDEA XML File -- Filing Summary                      XML    118K 
58: EXCEL       IDEA Workbook of Financial Reports                  XLSX     51K 
 4: EX-101.INS  XBRL Instance -- wgl-20190930                        XML    569K 
 6: EX-101.CAL  XBRL Calculations -- wgl-20190930_cal                XML    135K 
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22: ZIP         XBRL Zipped Folder -- 0001493152-19-017925-xbrl      Zip     67K 


‘10-Q’   —   Quarterly Report
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Financial Information
"Condensed Consolidated Financial Statements
"Condensed Consolidated Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018 (audited)
"Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2019 and 2018 (unaudited)
"Condensed Consolidated Statements of Changes in Stockholders' Equity for the Nine Months Ended September 30, 2019 (unaudited)
"Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (unaudited)
"Notes to the Condensed Consolidated Financial Statements (unaudited)
"Management's Discussion and Analysis of Financial Condition and Results of Operations
"Quantitative and Qualitative Disclosures About Market Risk
"Controls and Procedures
"Other Information
"Legal Proceedings
"Risk Factors
"Unregistered Sales of Equity Securities and Use of Proceeds
"Defaults Upon Senior Securities
"Mine Safety Disclosures
"Exhibits
"Signatures

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended September 30, 2019

 

or

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to ______

 

Commission File Number 333-228130

 

WISEMAN GLOBAL LIMITED

(Exact name of registrant issuer as specified in its charter)

 

Nevada   32-0576335
(State or other jurisdiction of
incorporation or organization)
 

(I.R.S. Employer

Identification No.)

 

1308#39, Renmin 4th Road, Danshui Town,

Huizhou City, 516200 Guangdong, China

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code +86 755 8489 9169

 

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.

 

YES [X] 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).

 

YES [X] 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 [  ] Non-accelerated Filer [  ] Smaller reporting company [X]
      Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

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 November 19, 2019
Common Stock, $.0001 par value   102,400,000

 

 

 

 C: 
   
 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
     
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:  
     
  Condensed Consolidated Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018 (audited) F-1
     
  Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2019 and 2018 (unaudited) F-2
     
  Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2019 (unaudited) F-3
     
  Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (unaudited) F-4
     
  Notes to the Condensed Consolidated Financial Statements (unaudited) F-5 – F-12
     
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3 – 5
     
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 6
     
ITEM 4. CONTROLS AND PROCEDURES 6
     
PART II OTHER INFORMATION  
     
ITEM 1 LEGAL PROCEEDINGS 7
     
ITEM 1A RISK FACTORS 7
     
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 7
     
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 7
     
ITEM 4 MINE SAFETY DISCLOSURES 7
     
ITEM 5 OTHER INFORMATION 7
     
ITEM 6 EXHIBITS 7
     
SIGNATURES 8

 

 C: 
 - C: 2- 
 

 

PART I — FINANCIAL INFORMATION

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

WISEMAN GLOBAL LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2019 (UNAUDITED) AND DECEMBER 31, 2018 (AUDITED)

(In U.S. Dollars, except share data or otherwise stated)

 

  

As of

September 30, 2019

  

As of

December 31, 2018

 
   (Unaudited)   (Audited) 
ASSETS          
CURRENT ASSETS          
Cash and cash equivalents  $308,560   $16,987 
Accounts receivable   84,098    - 
Inventories   426,079    - 
Advance to a director   149    - 
Deposits paid, prepayments and other receivables   392,020    3,667 
TOTAL CURRENT ASSETS  $1,210,906   $20,654 
           
NON-CURRENT ASSETS          
Right of use asset, net   1,029,944    - 
Property, plant and equipment, net   233,959    4,321 
TOTAL NON-CURRENT ASSETS   1,263,903    4,321 
           
TOTAL ASSETS  $

2,474,809

   $24,975 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES          
Accounts payable  $3,283   $3,284 
Other payables and accrued liabilities   320,370    9,179 
Lease liability   192,726    - 
Amount due to related parties   505    - 
Advance from a director   -    59,063 
TOTAL CURRENT LIABILITIES   

516,884

    71,526 
           
NON-CURRENT LIABILITIES          
Lease liability  $837,218   $- 
TOTAL NON-CURRENT LIABILITIES   837,218    - 
           
TOTAL LIABILITIES  $1,354,102   $71,526 
           
COMMITMENTS AND CONTINGENCIES   -    - 
           
STOCKHOLDERS’ EQUITY          
Preferred stock – Par value $0.0001; Authorized: 200,000,000 None issued and outstanding   -    - 
Common stock – Par value $ 0.0001; Authorized: 800,000,000 Issued and outstanding: 102,400,000 shares as of September 30, 2019 and 50,000,000 shares as of December 31, 2018   10,240    5,000 
Additional paid-in capital   726,760    - 
Accumulated other comprehensive loss   (22,217)   - 
Accumulated profit / (deficit)   405,924    (51,551)
           
TOTAL STOCKHOLDERS’ EQUITY   1,120,707    (46,551)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $

2,474,809

   $24,975 

 

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

 

 C: 
 F-1 
 

 

WISEMAN GLOBAL LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018 (UNAUDITED)

(In U.S. Dollars, except share data or otherwise stated)

 

    Three months ended
September 30,
    Nine months ended
September 30,
 
    2019     2018     2019     2018  
REVENUE   $ 1,809,370     $ 1,084     $ 2,323,165     $ 1,084  
                                 
COST OF REVENUE     (1,168,887 )     (1,004 )     (1,561,237 )     (1,004 )
                                 
GROSS PROFIT     640,483       80       761,928       80  
                                 
OTHER INCOME     14,636       -       25,417       -  
                                 
OPERATING EXPENSES                                
General and administrative     (159,322 )     (38,012 )     (301,684 )     (38,012 )
                                 
INCOME / (LOSS) FROM OPERATIONS     495,797       (37,932 )     485,661       (37,932 )
                                 
INTEREST INCOME     43       -       105       -  
                                 
INCOME/ (LOSS) BEFORE INCOME TAX     495,840       (37,932 )     485,766       (37,932 )
                                 
INCOME TAX EXPENSES     (28,292 )     -       (28,292 )     -  
                                 
NET PROFIT / (LOSS)     467,548       (37,932 )     457,474       (37,932 )
                                 
Other comprehensive income/(loss):                                
- Foreign currency translation income (loss)     (22,098 )     -       (22,217 )     -  
                                 
COMPREHENSIVE INCOME     445,450       -       435,257       -  
                                 
NET INCOME PER SHARE, BASIC AND DILUTED     0.00       (0.00 )     0.01       (0.00 )
                                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED     102,400,000       30,263,158       76,991,940       30,263,158  

 

See accompanying notes to the unaudited financial statements.

 

 C: 
 F-2 
 

 

WISEMAN GLOBAL LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 (UNAUDITED)

(In U.S. Dollars, except share data or otherwise stated)

 

                            Accumulated        
    Common Stock     Additional     Accumulated     other     Total  
    NUMBER           Paid-in     (DEFICIT)/     comprehensive     STOCKHOLDERS’  
    OF Shares     Amount     Capital     PROFIT     loss     EQUITY  
Balance as of December 31, 2018     50,000,000     $ 5,000     $ -     $ (51,551 )   $ -     $ (46,551 )
Issuance of shares in initial public offering     5,200,000       520       259,480       -       -       260,000  
Net profit for the period                             4,661               4,661  
Balance as of March 31, 2019     55,200,000     $ 5,520     $ 259,480     $ (46,890 )   $ -     $ 218,110  
Issuance of private placement shares     47,200,000       4,720       467,280       -       -       472,000  
Net loss for the period     -       -       -       (14,734 )     -       (14,734 )
Foreign currency translation     -       -       -       -       (119 )     (119 )
Balance as of June 30, 2019     102,400,000     $ 10,240     $ 726,760     $ (61,624 )   $ (119 )   $ 675,257  
Net profit for the period     -       -       -       467,548       -       467,548  
Foreign currency translation     -       -       -       -       (22,098 )     (22,098 )
Balance as of September 30, 2019     102,400,000     $ 10,240     $ 726,760     $ 405,924     $ (22,217 )   $ 1,120,707  

 

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

 

 C: 
 F-3 
 

 

WISEMAN GLOBAL LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018 (UNAUDITED)

(In U.S. Dollars, except share data or otherwise stated)

 

   

For the nine months ended

September 30,

 
    2019     2018  
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net profit/(loss)   $ 457,474     $ (37,932 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Depreciation and amortization     4,521       -  
                 
Changes in operating assets and liabilities:                
Accounts receivable     (87,553 )     -  
Inventories     (443,139 )     -  
Deposits paid, prepayments and other receivables     (400,325 )     -  
Other payables and accrued liabilities   $ 323,856     $ 2,500  
                 
Net cash used in operating activities   $ (145,166 )   $ (35,432 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:                
                 
Purchase of property, plant and equipment   $ (234,412 )   $ -  
Cash proceeds from acquisition of subsidiary     816       -  
Net cash used in investing activities   $ (233,596 )   $ -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:                
Proceeds from sale of common stock   $ 732,000       5,000  
Advance from / (Repayment to) a director   $ (59,212 )     36,866  
                 
Net cash provided by financing activities   $ 672,788     $ 41,866  
                 
Effect of exchange rate changes in cash and cash equivalents   $ (2,453 )   $ -  
                 
Net increase in cash and cash equivalents     291,573       6,434  
Cash and cash equivalents, beginning of period     16,987       -  
CASH AND CASH EQUIVALENTS, END OF PERIOD   $ 308,560     $ 6,434  
                 
SUPPLEMENTAL CASH FLOWS INFORMATION                
Income taxes paid   $ 319     $ -  
Right-of-use assets obtained in exchange for operating lease obligations   $ 1,061,117     $ -  

 

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

 

 C: 
 F-4 
 

 

WISEMAN GLOBAL LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 (UNAUDITED)

(In U.S. Dollars, except share data or otherwise stated)

 

1. ORGANIZATION AND BUSINESS BACKGROUND

 

Wiseman Global Limited was incorporated in Nevada on July 17, 2018. The Company through its subsidiaries, engages in the field of distributing a full line of major household appliances and related products in China region including Shenzhen and Hong Kong.

 

Company name   Place/date of incorporation   Principal activities
         
Wisdom Global Group Co. Limited   Seychelles / May 17, 2018 (Acquired on September 12, 2018)   Investment holding
         

Wiseman Global Limited

(“Wiseman HK”)

  Hong Kong / July 31, 2018   Distributing a full line of major household appliances and related products
         

深圳智汇者智能实业有限公司

Shenzhen Wiseman Smart Industrial Co., Limited

(“SWSICL”)

  People’s Republic of China / March 18, 2019   Distributing a full line of major household appliances and related products
         

深圳智慧者实业发展有限公司

Shenzhen Wiseman Industrial Development Co., Limited

(“SWIDCL”)

 

People’s Republic of China/ 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 100% of Wiseman HK, a Hong Kong Company. At this time, we operate exclusively through our wholly owned subsidiaries and share the same business plan with our subsidiaries.

 

On September 7, 2018, Wisdom Global Group Co., Limited acquired 100% of the equity interests of Wiseman HK, from our Chief Executive Officer, Mr. Lai Jinpeng. On September 12, 2018, Wiseman Global Limited, a Nevada corporation, acquired 100% of the equity interests of Wisdom Global Group Co., Limited, from our Chief Executive Officer, Mr. Lai Jinpeng.

 

Shenzhen Wiseman Smart Industrial Co., Limited (“SWSICL”), a wholly-owned subsidiary of Wiseman HK, was incorporated in the PRC on March 18, 2019.

 

On August 12, 2019, SWSICL acquired 100% of the equity interests of Wiseman Industrial Development Co., Limited (“SWIDCL”) from Ms. Wu Wenzhi.

 

Wiseman Global Limited and its subsidiaries are hereinafter referred to as the “Company”.

 

 C: 
 F-5 
 

 

2. BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“US GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

 

In the opinion of management, the balance sheet as of September 30, 2019 which has been derived from both audited and unaudited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended September 30, 2019 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2019 or for any future period.

 

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Form 10-K for the year ended December 31, 2018.

 

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 nine months ended September 30, 2019.

 

 C: 
 F-6 
 

 

Revenue Recognition

 

Revenue is generated through sale of goods and delivery 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, the cost of the repair work is immaterial, there is no provision made for warranty provided.

 

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.

 

Earnings Per Share

 

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.

 

 C: 
 F-7 
 

 

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.

 

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. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.

 

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
 
   September 30, 2019 
     
Period-end HK$ : US$1 exchange rate   7.75 
Period-average HK$ : US$1 exchange rate   7.75 
Period-end CNY¥ : US$1 exchange rate   7.15 
Period-average CNY¥ : US$1 exchange rate   6.87 

 

 C: 
 F-8 
 

 

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.

 

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 should record both right-of-use asset and lease liability of $982,683 on its consolidated financial statements for the fiscal year ended December 31, 2019.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated 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. ACQUISITION OF SHENZHEN WISEMAN INDUSTRIAL DEVELOPMENT CO., LIMITED (“SWIDCL”)

 

On August 12, 2019, the Company acquired 100% equity interest of SWISCL for cash consideration of US$676, equivalent to CNY¥ 5,000. SWIDCL is primarily engaged in distributing a full line of major household appliances and related products in China.

 

The following represents the purchase price allocation at the dates of the acquisition:

 

   August 12, 2019 
     
Cash and cash equivalent  $1,460 
Current liabilities   (784)
Total purchase price  $676 

 

5. ACCOUNTS RECEIVABLE

 

The receivable and allowance balances as of September 30, 2019 and December 31, 2018 are as follows:

 

   September 30, 2019   December 31, 2018 
   (unaudited)   (audited) 
Accounts receivable  $84,098   $    - 
Less: allowance for doubtful accounts   -    - 
Accounts receivable, net  $84,098   $- 

 

 C: 
 F-9 
 

 

6. INVENTORIES

 

Inventories consisted of the following as of September 30, 2019 and December 31, 2018:

 

   September 30, 2019   December 31, 2018 
   (unaudited)   (audited) 
Finished goods  $426,079   $    - 
Inventories  $426,079   $- 

 

There is no inventory allowance for the nine months ended September 30, 2019.

 

7. DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES

 

Deposits paid, prepayments and other receivables consisted of the following as of September 30, 2019 and December 31, 2018:

 

   September 30, 2019   December 31, 2018 
   (unaudited)   (audited) 
Deposits paid  $100,000   $3,667 
Prepayments   11,159    - 
Other receivables   280,861    - 
Total deposits paid, prepayments and other receivables  $392,020   $3,667 

 

8. PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment consisted of the following as of September 30, 2019 and December 31, 2018:

 

   September 30, 2019   December 31, 2018 
   (unaudited)   (audited) 
Office equipment  $10,480   $4,321 
Furniture and fixtures   68,788    - 
Leasehold improvement   159,212    - 
Less: accumulated depreciation   (4,521)   - 
Property, plant and equipment, net  $233,959   $4,321 

 

Depreciation expense for the three and nine months ended September 30, 2019 was $4,089 and $4,521, respectively.

 

9. OTHER PAYABLES AND ACCRUED LIABILITIES

 

Other payables and accrued liabilities consisted of the following as of September 30, 2019 and December 31, 2018:

 

   September 30, 2019   December 31, 2018 
   (unaudited)   (audited) 
Other payables  $315,370   $- 
Accrued other expenses   5,000    9,179 
Total other payables and accrued liabilities  $320,370   $9,179 

 

10. SHAREHOLDERS’ EQUITY

 

On May 23, 2019, the Company issued an aggregated of 47,200,000 shares of its common stock at $0.01 per share for aggregate gross proceeds of $472,000.

 

As of September 30, 2019, the Company had a total of 102,400,000 shares of its common stock issued and outstanding.

 

There are no shares of preferred stock issued and outstanding.

 

11. ADVANCE TO A DIRECTOR

 

As of September 30, 2019, there is an advance to a director of $149. It is expected to be settled by the end of December 31, 2019.

 

12. RELATED PARTY TRANSACTIONS

 

Name of Related Parties   Relationship with the Company
XUZHI WU   The family member of the CEO and the Director of the Company.
SHENZHEN WISEMAN SMART TECHNOLOGY GROUP CO., LIMITED   The director is the family member of the CEO and the Director of the Company
WENZHI WU   The family member of the CEO and the Director of the Company.

 

  

Three Months Ended

September 30, 2019

  

Three Months Ended

September 30, 2018

 
Revenue:          
- XUZHI WU  $573   $- 
- WENZHI WU   7,920    - 
           
Cost of revenue:          
- SHENZHEN WISEMAN SMART TECHNOLOGY GROUP CO., LIMITED  $21,529   $- 
           
Amount due to related parties:               
- WENZHI WU  $505   $- 

 

  

Nine Months Ended

September 30, 2019

  

Nine Months Ended

September 30, 2018

 
Revenue:          
- XUZHI WU  $37,697   $- 
- WENZHI WU   7,920    - 
           
Cost of revenue:          
- SHENZHEN WISEMAN SMART TECHNOLOGY GROUP CO., LIMITED  $240,953   $- 
           
Amount due to related parties:               
- WENZHI WU  $505   $- 

 

The Company leases SWSICL office rent-free from the Director, Lai Jinpeng.

 

 C: 
 F-10 
 

 

13. 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 period ended September 30, 2019.

 

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 Hong Kong income tax at a tax rate of 16.5%. (the first HK$ 2 million (equivalent US$ 258,000) of profits earned by the company will be taxed at half the current tax rate (i.e., 8.25%) whilst the remaining profits will continue to be taxed at the existing 16.5% tax rate.)

 

SWISCL and SWIDCL were incorporated in the PRC and with the enterprise income tax rate of 25%.

 

No deferred taxes were recognized for the period ended September 30, 2019.

 

Provision for income tax expense will be projected at year end date.

 

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:

 

   Nine months ended 
   September 30, 
   2019   2018 
   (unaudited)   (unaudited) 
Computed expected benefits   (25)%   (25)%
Temporary differences not recognized   10%   -%
PRC Tax incentive   12%   -%
Effect of foreign tax rate difference   0%   5%
Tax losses not recognized   (3)%   20%
Income tax expense   (6)%   -%

 

 C: 
 F-11 
 

 

   Nine months ended 
   September 30, 
   2019   2018 
   (unaudited)   (unaudited) 
PRC statutory tax rate   25%   25%
Computed expected benefits  $121,682   $(9,483)
Temporary differences not recognized   (47,519)   - 
PRC tax incentive   (60,642)   - 
Effect of foreign tax rate difference   (801)   1,940 
Tax losses not recognized   15,572    7,543 
Income tax expense  $28,292   $- 

 

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of September 30, 2019:

 

   September 30, 2019 
   (unaudited) 
Deferred tax assets:     
Net operating loss carry forwards     
- United States of America  $26,004 
- Hong Kong   - 
- PRC   - 
Less: valuation allowance  $(26,004)
Deferred tax assets  $- 

 

Value Added Tax (“VAT”)

 

In accordance with the relevant taxation laws in the PRC, the normal VAT rate for domestic sales is 17%, which is levied on the invoiced value of sales and is payable by the purchaser. SWSICL and SWIDCL enjoyed preferential VAT rate of 13%. The Company is required to remit the VAT it collects to the tax authority. A credit is available whereby VAT paid on purchases can be used to offset the VAT due on sales.

 

14. LEASE 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$1,061,117 lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of September 30, 2019, with discounted rate of 5.125%. A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.

 

As of September 30, 2019 and December 31, 2018, the right-of use asset and lease liabilities are as follows:

 

   September 30, 2019   December 31, 2018 
   (unaudited)   (audited) 
Within 1 year  $240,000   $- 
After 1 year but within 5 years   920,000    - 
Total lease payments  $1,160,000   $- 
Less: unrecognized lease obligations   (113,206)   - 
Less: imputed interest   (16,850)   - 
Total lease obligations   1,029,944          - 
Less: current obligations   (192,726)   - 
Long-term lease obligations  $837,218   $- 

 

Other information:

 

   Nine months ended September 30, 
   2019   2018 
   (unaudited)   (unaudited) 
Cash paid for amounts included in the measurement of lease liabilities:              - 
Operating cash flow from operating lease  $40,000   $- 
Right-of-use assets obtained in exchange for operating lease liabilities   1,061,117      
Remaining lease term for operating lease (years)   4.83    - 
Weighted average discount rate for operating lease   5.125%   - 

 

15. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from the balance sheet date through November 19, 2019, 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.

 

On October 14, 2019, the Company appointed Yang Lin, as a director to serve on the Company’s board of directors (the “Board”). Form 8-K was filed with the Securities and Exchange Commission on October 18, 2019.

 

 C: 
 F-12 
 

 

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 March 29, 2019, for the year ended December 31, 2018 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

 

Wiseman Global Limited is an early stage company that intends to distribute a full line of major household appliances and related products throughout PRC and Hong Kong. Currently, the Company operates in mainland China and Hong Kong and intends to expand to other Asia regions such as Cambodia.

 

Our principal products are televisions, air-conditioners, laundry appliances, refrigerators and freezers, cooking appliances, dishwashers, mixers and other small domestic appliances. It should be noted that we acquire our products from independent third parties and we do not presently, nor do we plan to, take part in any manufacturing activities.

 

 C: 
 -3- 
 

 

Results of operations

 

For the three months ended September 30, 2019 and 2018

 

   Three Months Ended September 30,   Increase (decrease) in 
   2019   2018   2019 compared to 2018 
   (In U.S. dollars, except for percentages)         
Revenue  $1,809,370    100.0%  $1,084    100%  $1,808,286    166,816.1%
Cost of revenues   (1,168,887)   (64.6)%   (1,004)   (92.6)%   (1,167,883)   (116,323.0)%
Gross profit   640,483    35.4%   80    7.4%   640,403    800,503.8%
Operating expenses   (159,322)   (8.8)%   (38,012)   (3,506.6)%   (121,310)   (319.1)%
Other income, net   14,636    0.8%   -    -    14,636    100.0%
Income (Loss) from operations   495,797    27.4%   (37,932)   (3,499.2)%   533,729    1,407.1%
Net finance cost   43    0.0%   -    -    43    100.0%
Income tax expense   (28,292)   (1.6)%   -    -    (28,292)   (100.0)%
Net profit (loss)  $467,548    25.8%  $(37,932)   (3,499.2)%  $505,480    1,332.6%

 

Revenues

 

For the three months ended September 30, 2019 and 2018, the Company generated revenue in the amount of $1,809,370 and $1,084, respectively. The revenue is generated from the sales of household appliances and related products in China.

 

Cost of Revenue

 

Cost of revenue for the three months ended September 30, 2019 amounted to $1,168,887 as compared to $1,004 for the three months ended September 30, 2018. The costs were predominantly cost of manufactured goods for sale to customers.

 

General and Administrative Expenses

 

For the three months ended September 30, 2019 and 2018, we had general and administrative expenses in the amount of $159,322 and $38,012, respectively. These were primarily comprised of professional fees, salary, and advertising and promotion.

 

Net Profit (Loss)

 

Our net profit for the three months ended September 30, 2019 was $467,548, while our net loss for the three months ended September 30, 2018 was $37,932.

 

For the nine months ended September 30, 2019 and 2018

 

    Nine Months Ended September 30,     Increase (decrease) in  
    2019     2018     2019 compared to 2018  
    (In U.S. dollars, except for percentages)              
Revenue   $ 2,323,165       100.0 %   $ 1,084       100 %   $ 2,322,081       214,214.1 %
Cost of revenues     (1,561,237 )     (67.2 )%     (1,004 )     (92.6 )%     (1,560,233     (155,401.7 )%
Gross profit     761,928       32.8 %     80       7.4 %     761,858       952,310 %
Operating expenses     (301,684 )     (13.0 )%     (38,012 )     (3,506.6 )%     (263,672 )     (693.7 )%
Other income, net     25,417       1.1 %     -       -       25,417       100 %
Income (Loss) from operations     485,661       20.9 %     (37,932     (3,499.2 )%     498,186       1,313.3 %
Net finance cost     105       0.0 %     -       -       105        100
Income tax expense     (28,292 )     (1.2 )%     -       -       (28,292     (100 )%
Net profit (loss)   $ 457,474       19.7 %   $ (37,932     (3,499.2 )%   $ 495,416       1,306.0 %

 

 C: 
 -4- 
 

 

Revenues

 

For the nine months ended September 30, 2019 and 2018, the Company generated revenue in the amount of $2,323,165 and $1,084, respectively. The revenue is generated from the sales of household appliances and related products in China.

 

Cost of Revenue

 

Cost of revenue for the nine months ended September 30, 2019 amounted to $1,561,237 as compared to $1,004 for the nine months ended September 30, 2018. The costs were predominantly cost of manufactured goods for sale to customers.

 

General and Administrative Expenses

 

For the nine months ended September 30, 2019 and 2018, we had general and administrative expenses in the amount of $301,684 and $38,012, respectively. These were primarily comprised professional fees, salary, and advertising and promotion.

 

Net Profit (Loss)

 

Our net profit for the nine months ended September 30, 2019 was $457,474, while our net loss for the nine months ended September 30, 2018 was $37,932.

 

Liquidity and Capital Resources

 

Summary cash flows information for the nine months ended September 30, 2019 and 2018 are as follow:

 

   2019   2018 
   (In U.S. dollars) 

Net cash used in operating activities

  $(145,166)  $

(35,432

)
Net cash used in investing activities  $(233,596)  $- 
Net cash provided by financing activities  $672,788   $41,866 

 

Cash Used in Operating Activities

 

For the period ended September 30, 2019 and 2018, net cash used in operating activities was $145,166 and $35,432, respectively. The cash used in operating activities was attributable to accounts receivable, inventories, and deposits paid, prepayments and other receivables.

 

Cash Used in Investing Activities

 

For the period ended September 30, 2019 and 2018, net cash used in investing activities was $233,596 and $0, respectively. The cash used in investing activities was attributable to purchase of property, plant and equipment.

 

Cash Provided by Financing Activities

 

For the period ended September 30, 2019, the Company has repaid $59,212 to our sole officer and director, Mr. Lai Jinpeng.

 

For the period ended September 30, 2019 and 2018, net cash provided by financing activities was $672,788 and $41,866, respectively. The net cash provided by financing activities was attributable to the proceeds from sale of common stock and repayment to director.

 

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 September 30, 2019.

 

Contractual Obligations

 

As of September 30, 2019, the Company’s subsidiaries lease an office in Cambodia under a non-cancellable operating lease for five years commencing from August 1, 2019 and expiring on July 31, 2024. As September 30, 2019, the future minimum rental payments under this lease aggregate approximately $1,160,000 and due as follows: 2019 $60,000, 2020 $240,000, 2021 $240,000, 2022 $240,000, 2023 $240,000, and 2024 $140,000.

 

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 $982,683 on its consolidated financial statements for the fiscal year ended December 31, 2019.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated 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.

 

 C: 
 -5- 
 

 

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.

 

Evaluation of Disclosure Controls and Procedures:

 

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits 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. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer concluded as of September 30, 2019, 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: (1) 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; (2) inadequate segregation of duties and effective risk assessment ; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; (4) 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; (5) lack of trained personnel with appropriate expertise in U.S generally accepted accounting principles. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of September 30, 2019.

 

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

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 US 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.

 

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 September 30, 2019. 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.

 

Based on this assessment, management has concluded that as of September 30, 2019, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 

We will increase our personnel resources and technical accounting expertise within the accounting function. We will create a position to segregate duties consistent with control objectives. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

 

We anticipate that these initiatives will be at least partially, if not fully, implemented by the mid of fiscal year 2020.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the period ending September 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 C: 
 -6- 
 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. 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 us.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

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

 

 C: 
 -7- 
 

 

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: November 19, 2019    
     
  By: /s/ Lai Jinpeng
  Title:

Chief Executive Officer, President, Secretary, Treasurer, Director

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 

 C: 
 -8- 
 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
7/31/24
12/31/1910-K,  10-K/A
Filed on:11/19/19
10/18/198-K
10/14/198-K
For Period end:9/30/19NT 10-Q
8/12/19
8/1/19
6/30/1910-Q,  NT 10-Q
5/23/198-K
3/31/1910-Q
3/29/1910-K
3/18/19
12/31/1810-K
12/15/18
12/12/18S-1/A
9/30/18
9/12/18
9/7/18
7/31/18
7/17/18
5/17/18
12/31/17
12/29/17
12/22/17
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