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, including those under "Risk Factors" in this Form 10-K, 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, and 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 audited financial statements contained in this Annual Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read this discussion and analysis together with such financial statements and the related notes thereto.





Basis of Presentation


The unaudited financial statements for our fiscal years ended December 31, 2021 and 2020 include a summary of our significant accounting policies and should be read in conjunction with the discussion below.











  19






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 in China 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 in Melbourne, Australia and distributes to a number of larger resellers and end users, including Visy Industries (trading as Pratt Group America in the USA), one of the world's largest packaging and recycling groups.

SAPL's business was commenced in 2009 by James 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 in Changzhou, China, and (ii) Shanghai Sincerity Co. Ltd., a Shanghai, 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 (moldings, 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 the Propac Group, leading supplier of plastic packaging materials to Coles, one of Australia's 2 dominant supermarket chains.

Over the past 3 years, SAPL has refocused its marketing efforts towards larger resellers and distributors in Australia, 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.

Presently SAPL receives more business from USA and China than Australia since the pandemic. The balance won't shift in near term due to high growth rate in market outside of Australia.

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.

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 beyond Australia.





Going Concern Basis



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 December 31, 2021, the Company had a current asset deficiency of $143,761 (December 31, 2020 current asset deficiency of $40,846) and reported an after tax loss of $61,326 for the year (2020 loss: $85,556).

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.











  20





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 is in negotiation to issue convertible notes to fund the

operation;

(iii) The company is in the process of finalizing the stock purchase agreement


       with Simcor (Jiangsu) Materials Technology Ltd (SMTL), a company formed in
       the Peoples Republic of China which the company is expected to be cash flow
       positive; and

(iv) The company has been streamlining its operation by reducing operation costs.

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.





Highlights


SAPL has successfully engineered two new range in ventilated packaging. One has been adapted by one of the major supermarket retailers in Australia. The other has been adapted by a large grower in China. The success shows great return for previous investment and SAPL's top priority is to expand this range to worldwide market.





Strategy



In order to continue to grow its revenue, the Company is planning at expanding its product lines with its key customers. The Company continuously looks at innovating its product lines in order to create value for its customers and generate higher margin. The Company is currently looking at expanding to other markets outside of Australia.

The Company is constantly looking for value accretive merger and acquisition opportunities in order to increase its size to generate increase sales and opportunities for vertical and horizontal integration to improve business efficiency.

Critical Accounting Estimates and Judgements

The Directors evaluate estimates and judgements 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.





Key Estimates



(i) Useful lives




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.











  21






  (ii) Income tax



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.





Key Judgements



  (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.





  (ii) Impairment



The Company assessed that no indicators of impairment existed at the reporting date and as such no impairment testing was performed.

























  22






Results of Operations


Fiscal Years Ended December 31, 2021 and 2020

The following table summarizes our historical consolidated financial statements for the fiscal years ended December 31, 2021 and December 31, 2020:





                                                         Unaudited        Unaudited
                                                            2021             2020
                                                 Note        $                $
Revenue
Sales                                                         62,968          482,581
Cost of sales                                                (21,372 )       (360,110 )
Gross profit                                                  41,596          122,471

Operating expenses
Depreciation and amortization                                  6,684            4,095
Selling, general and administrative expenses                  22,540            6,016
Employee expenses                                                  -                -
Professional service fees                                     99,615           38,111
Repairs and maintenance                                            -                -
Chattel Mortgage charges                                           -                -
Total operating expenses                                     128,839           48,222

Income/(Loss) from operations                                (87,243 )         74,249

Other income/(expenses)
Other income                                                  29,457           49,934
Interest expense                                              (5,995 )         (5,624 )
Other Finance Gain                                                 -                -
Fair value adjustments on Convertible note                         -                -
(Loss)/Gain on derivative financial instrument                     -                -
Fair value adjustment of Warrant liabilities                       -                -
Foreign currency transaction income/(loss)                    (7,657 )          4,144
Total other income/(loss)                                     15,805           48,454
Income/(Loss) from continuing operations
before income tax expenses                                   (71,438 )        122,703

Income tax (expense)/benefit                      11          10,112          (37,147 )

Net income/(loss) after income tax expense for
the period                                                   (61,326 )         85,556

Other comprehensive income /(loss)
Exchange differences arising on translation of
foreign operations                                            15,928          (35,438 )
Other comprehensive income/(loss)                             15,928          (35,438 )

Total comprehensive income/(loss) for the
period                                                       (45,398 )         50,118

Net (loss)/gain per share
Basic and diluted                                                  -                -
Weighted average number of common stock
outstanding
Basic and diluted                                         73,590,730       73,590,730








  23






Revenues


Revenue was approximately $63,000 for the year ended December 31, 2021, compared to approximately $483,000 for the year ended December 31, 2020, a decrease of approximately $420,000. The decrease was the result of the decreased volume of products sold to our key customers during 2021.

Selling, general and administrative expenses

Selling, general and administrative expenses were approximately $23,000 for the year ended December 31, 2021, compared to approximately $6,000 for the year ended December 31, 2020. The increase was primarily due increase expenditures relating to the administration of the business.





Employee expenses


Employee expenses were nil for the years ended December 31, 2021 and 2020.





Professional service fees


Professional service fees were approximately $100,000 for the year ended December 31, 2021, compared to approximately $38,000 for the year ended December 31, 2020. The increase is due to the increase usage of consultants for accounting and compliance purposes.





Other Income and Expenses


Other income and expenses was approximately $16,000 for the year ended December 31, 2021, compared to other income and expenses of approximately $48,000 for the year ended December 31, 2020. The decrease was due to reduced Covid-19 subsidies granted from Australian Government and foreign currency loss.

Financial Condition, Liquidity and Capital Resources

As at December 31, 2021, we had a working capital deficit of $143,761 compared with a working capital deficit of $40,846 as at December 31, 2020. The decline in working capital is primarily due to the Group making a loss compared to an operating profit in 2020.

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 twelve months of operations.

As of December 31, 2021, we had cash and cash equivalents of approximately $1,000, 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 and
       convertible notes; and
(ii)   The company has been streamlining its operation by reducing operation
       costs.



Net cash generated for operating activities was approximately $36,000 in 2021 compared to net cash generated of $237,000 in 2020. In 2021, the net cash generated for operating activities primarily reflects the net loss from operations of approximately $61,000 with approximately $83,000 used for changes in operating assets and liabilities, offset by non-cash items of approximately $8,000 and amortization and depreciation of approximately $7,000 that had no effect on cash flows.











  24





Net cash used for investing activities of $nil in 2021 and 2020.

Net cash used for financing activities was approximately $47,000 in 2021 compared to net cash generated of $226,000 in 2020. In 2021, the Company repaid its finance lease liabilities, repayment of borrowings and advances to its related parties.

© Edgar Online, source Glimpses