The following management's discussion and analysis should be read in conjunction with the historical financial statements and the related notes thereto contained in this report. The management's discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words "believe," "plan," "intend," "anticipate," "target," "estimate," "expect" and the like, and/or future tense or conditional constructions ("will," "may," "could," "should," etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. The Company's actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report.
The following discussion highlights the Company's results of operations and the principal factors that have affected our financial condition, as well as our liquidity and capital resources for the periods described, provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on the Company's unaudited financial statements contained in this Quarterly Report, which we have prepared in accordance withUnited States generally accepted accounting principles. You should read this discussion and analysis together with such financial statements and the related notes thereto. Company Overview
Through our wholly owned subsidiary,Sincerity Australia Pty Ltd ("SAPL"), we primarily operate as a distributor and reseller of applied materials, particularly plastics, with an extensive network inChina of high-quality suppliers for a wide range of both basic and high application polymer products ranging from generic construction materials to high end breathable stretch film and antibacterial sheeting. SAPL is based inMelbourne, Australia and distributes to a number of larger resellers and end users, includingVisy Industries (trading as Pratt Group America in theUSA ), one of the world's largest packaging and recycling groups. SAPL's business was commenced in 2009 byJames Zhang , our Chairman, President and Chief Executive Officer and the son of the founder of (i)Changzhou Sincerity Plastics and Chemicals Technology Ltd. ("Sincerity China"), a well-established plastics and applied materials manufacturer with a 20-year operating history, based inChangzhou, China , and (ii)Shanghai Sincerity Co. Ltd. , aShanghai, China based company through which most of the products we purchase from Sincerity China are sourced and sold to us. SAPL originally commenced operations by supplying basic extruded plastic components (mouldings, auto interior components, kitchen splash backs etc.) to the Australian auto, retail and construction industries. In 2015, SAPL began importing specialty high quality plastic trays and film for use in fresh food packaging and distribution. The first major customer for this business was thePropac Group , leading supplier of plastic packaging materials to Coles, one ofAustralia's 2 dominant supermarket chains. Over the past 3 years, SAPL has refocused its marketing efforts towards larger resellers and distributors inAustralia , allowing SAPL to build strong relationships with key industry players who acquire its products for their own distribution and reseller networks. Research and investment in addressing the key fresh food issue of plastic film "breathability" has created a unique technology platform whereby air circulation in packaged foods can be adjusted according to the type of food. This has the effect of prolonging shelf life, key to building relationship metrics within the food retailing industry. SAPL recently started to supplyVisy Industries , with high technology, breathable plastic film for use inVisy Industries' packaging supply contract with the other dominant player inAustralia's supermarket industry.
Presently all of SAPL's revenue is derived from sales within the Australian market, however, due to the strong international presence of SAPL's major customers such as Visy, particularly in the US, combined with the technology metrics of SAPL's product range (breathable stretch film and antibacterial polymer products), it is expected that SAPL's products will be increasingly utilized in global markets.
SAPL will continue with the process of further vertical integration of its product range. Value adding packaging technology, such as breathable film, and ventilated stretch film, is expected to provide an innovative edge over our competition. Rapid growth in demand from fresh fruit and vegetable packaging is already reflected through increasing sales toVisy Industries and will also allow SAPL to transition these new products to the global market. 25 SAPL supplies Australian market with a well-diversified product range, while commodity type provides a strong foundation of business grow, the value adding innovations on each product will bring SAPL to the next level and expand for beyondAustralia . Three months ended June 30, Six months ended June 30, 2019 2019 $ $ Note (Unaudited) 2018$ (Unaudited) 2018$ Revenue Sales 161,005 258,688 396,059 734,601 Cost of sales (122,351 ) (234,155 ) (350,609 ) (687,163 ) Gross profit 38,654 24,533 45,450 47,438 Operating expenses Depreciation and amortization 2,335 6,265 4,753 12,773 Selling, general and administrative expenses 6,285 40,223 19,347 68,005 Employee expenses - - 62,500 24,697
Professional service fees 27,481 (203,385 ) 46,492 173,222 Repairs and maintenance - 31 - 31 Total operating expenses 36,101 (156,866
) 133,092 278,728 Income / (Loss) from operations 2,553 181,399 (87,642 ) (231,290 ) Other income/(expenses) Other income 14,411 5,741 28,844 11,129 Interest expense (11,335 ) (105,422 ) (22,804 ) (233,751 ) Other Finance Gain - 624,654 - 614,679
Discount on Convertible note - 407,271 - 320,527 Loss on derivative financial instrument - (153,723 ) - (23,469 ) Fair value adjustment of Warrant liabilities - 439,448 - 409,173 Foreign currency transaction loss (7,451 ) (19,821 ) (7,317 ) (26,657 ) Total other income/ (expenses) (4,375 ) 1,198,148 (1,277 ) 1,071,631 Income/(Loss) from continuing operations before income tax expenses (1,822 ) 1,379,547
(88,919 ) 840,341
Income tax benefit/(expense) (4,207 ) 38,134 (246 ) (7,816 ) Net income/(Loss) after income tax expense for the period (6,030 ) 1,417,681
(89,165 ) 832,525
Other comprehensive income /(loss) Exchange differences arising on translation of foreign operations (1,106 ) 22,663 (1,106 ) 36,373 Other comprehensive income/(loss) (1,106 ) 22,663 (1,106 ) 36,373 Total comprehensive
income/(Loss) for the period (7,136 ) 1,440,344
(90,271 ) 868,898
Net (loss)/gain per share Basic and diluted - 0.03 - 0.02 Weighted average number of common stock outstanding Basic and diluted 73,590,730 49,932,015
73,590,730 49,731,704 26 Revenues Revenue was$396,059 for the six months endedJune 30, 2019 , compared to$734,601 for the six months endedJune 30, 2018 , a decrease of$338,542 . The decrease can be attributed to timing and quantity of orders by our customers and the type of products they purchase, which can vary in margin.
Selling, general and administrative expenses
Selling, general and administrative expenses was$19,347 for the six months endedJune 30, 2019 , compared to$68,005 for the six months endedJune 30, 2018 . In the six months endedJune 30, 2018 , international travels were undertaken for financing and operating matters that did not take place in the six months endedJune 30, 2019 . Employee expenses
Director's salary was accrued for the six months ended
Professional service fees Professional service fees were$46,492 for the six months endedJune 30, 2019 , compared to$173,222 for the six months endedJune 30, 2018 . The$46,492 for the six months endedJune 30, 2019 relates to professional service fees incurred relating to its operating activities. Other Income and Expenses
Prior to the reverse acquisition that took place on
Following our issuance of convertible notes and warrants, the components of other income and expense also include interest expense on the notes and losses related to the changes in fair value of both the notes and warrants. This is due to the recording of the convertible notes at fair value upon issuance, which resulted in a non-recurring loss on issuance because their values exceeded the cash proceeds from issuance. We will remeasure the fair values of the notes and warrants at each future reporting date, and if those fair values change, will record a corresponding gain or loss. Accordingly, we expect other income and expense to fluctuate, and possibly fluctuate by a significant amount, in future periods by the gains or losses on changes in fair value until such time as the notes are either converted into common stock or repaid and the warrants are either exercised or expire. Also, we will accrue and record interest expense on the notes until they are either converted or repaid.
The decrease in other income and expenses was due to all the convertible notes and warrants being repurchased in 2018 and the company no longer needs to remeasure these financial instruments in 2019.
Liquidity and Capital Resources
As at
Our primary uses of cash have been for operations. The main sources of cash have been from sales of our products to our customers.
The Company believes that cash flow from operations will be sufficient to sustain its current level of operations for at least the next three months of operations.
27 As ofJune 30, 2019 , we had cash and cash equivalent of approximately$6,943 , which might not be sufficient to fund our operating and capital needs in the short term. The Company has been seeking funding from various sources as discussed below: (i) The company has the ability to raise fund through private placements or convertible notes and has had prior success. The company is currently in
discussion with financiers to raise more fund; (ii) The company is expected to increase its revenue by launching new products
line during the year; (iii) The company constantly reduced costs to improve its financial performance.
In the six months ended
Net cash used for investing activities of approximately $nil and $nil for the
six months ended
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