1. BUSINESS, ORGANIZATION AND LIQUIDITY | Interim Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the three and six months ended June 30, 2017 are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2016 included in our Annual Report on Form 10-K. Reverse Split In May 2017, the Company’s sole member of the Board of Directors and the holders of 80% of the outstanding voting stock approved an amendment to the Company’s articles of incorporation to effect a reverse split of the Company’s issued and outstanding common stock at a 60-to-1 ratio, which was effected on June 9, 2017. The par value and authorized shares of common stock and convertible preferred stock were not adjusted as a result of the reverse split. No fractional shares were issued as a result of the reverse split which resulted in a upward rounding adjustment of 131 post-split shares. All issued and outstanding common stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented. Acquisition Agreement On June 5, 2017, the Company entered into an Acquisition Agreement (the “Acquisition Agreement”), with Sincerity Australia Pty Ltd, an Australia corporation (“SAPL”) and the sole shareholder/member of SAPL (the “SAPL Shareholder”), as a result of which the Company plans to acquire SAPL in a reverse merger transaction under which SAPL will continue its existing business operations. SAPL is an Australia based supplier of high technology plastic based solutions for the packaging industry. See Note 8 for additional information on the Acquisition Agreement. Business and Organization Sincerity Applied Materials Holdings Corp. (the “Company”) was incorporated as HapyKidz.com, Inc. in the state of Nevada on July 29, 2011. On September 4, 2013, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Nevada Secretary of State to change the Company’s name from HapyKidz.com, Inc. to Symbid Corp. On June 9, 2017, the Company further amended its Articles of Incorporation to change the Company’s name from Symbid Corp. to Sincerity Applied Materials Holdings Corp. Symbid Holding B.V. (“Symbid Holding”) was incorporated on October 3, 2013 organized under the laws of the Netherlands. Symbid Holding was organized to serve as the holding company for all of the Company’s business activities in the Netherlands and in other countries. As such, on October 3, 2013, the holders of the capital shares of Symbid B.V. exchanged their shares for capital shares of Symbid Holding and, as a result, Symbid B.V. became a wholly owned subsidiary of Symbid Holding. Symbid B.V. was the operating entity for the Company’s business in the Netherlands through November 1, 2016. On December 6, 2013, the Company closed a Share Exchange pursuant to which the 19 shareholders of Symbid Holding B.V. sold all of their capital stock in Symbid Holding B.V. to the Company in exchange for 21,170,000 shares of our common stock, $0.001 par value per share. Because the Company had no operations at the time of the acquisition of Symbid Holding, Symbid Holding is considered to be the predecessor Company for financial reporting purposes. The Share Exchange was accounted for as a “reverse acquisition,” and Symbid Holding was deemed to be the acquirer. Consequently, the assets and liabilities and the historical operations reflected in the financial statements prior to the Share Exchange are those of Symbid Holding and are recorded at the historical cost basis of Symbid Holding. The consolidated financial statements after completion of the Share Exchange include the assets and liabilities of Symbid Holding, historical operations of Symbid Holding and operations of the Company and its subsidiaries from the Closing Date of the Share Exchange. As a result of the issuance of the shares of our common stock pursuant to the Share Exchange, a change in control occurred as of the date of consummation of the Share Exchange. The main operating entity of the Company was Symbid B.V. (“Symbid B.V.”), incorporated in Utrecht, The Netherlands on March 29, 2011 under the laws of the Netherlands. The Company was launched in April 2011 and its headquarters was based in Rotterdam, The Netherlands as one of the first equity based crowdfunding forerunners worldwide. Entrepreneurs used Symbid to obtain business growth funding from the crowd in exchange for a part of the equity of their company. Investors could participate for as little as $21, and become shareholders of start-up companies or growing businesses in need of capital. Founded as the provider of one of the first equity based crowdfunding platforms, the business evolved in 2015 into a fully integrated, data driven, user friendly online funding network consisting of several products and services known as The Funding Network™. The Funding Network™ is intended to give SMEs direct access to all forms of finance, while offering investors full transparency on the potential risks and return of their portfolios and was developed in response to the following funding hurdles affecting entrepreneurs and investors in general and SMEs in particular: ● Limited or no structured distribution channels for SME finance other than banks, increasing the mismatch between entrepreneurs and financiers; ● No centralized platform for (alternative) financiers, making it difficult and inefficient to find the right financier at the right time; ● No standardized data protocols for SME data, leading to costly and time-intensive (offline) screening and monitoring; ● Limited financial skills of entrepreneurs leading to unnecessary inefficiencies and obstacles within the financing process; and ● Decline in bank financing due to new regulations and recent financial crises, leaving a vacuum in the life cycle of SME financing. On June 8, 2017 we dissolved our direct, wholly owned subsidiary, Symbid Holding B.V. and our indirect wholly owned subsidiaries, Symbid B.V. and FAC B.V. At the time of dissolution, none of these entities had any material assets or operations and none of these entities were generating revenues. Following such dissolutions, we have no subsidiaries. We are presently a “shell company” as defined in Rule 144(i)(1) and Rule 405 under the Securities Act of 1933, as amended. Refer to the restructuring and liquidity sections below for more information on the change in business model that took place during the second half of 2016. As of December 31, 2016, the Company had a 7.57% ownership interest in Kredietpaspoort Coöperatie U.A. (“Kredietpaspoort”), a Cooperative located in the Netherlands, through its wholly owned subsidiary Symbid B.V. The Kredietpaspoort is a cloud- based platform that was developed to provide credit evaluation and financing options to SME companies in the Netherlands. As of June 30, 2017, the shares in Kredietpaspoort were cancelled and the Company’s interest has been reduced to zero (See Note 4). The Company sold its interest in Equidam Holding B.V. (“Equidam”) on March 6, 2017 for $15,902 and recognized a gain of $14,799 on the sale of the investment. As of December 31, 2016, the Company held a 7% ownership interest in Equidam. Equidam started as an online valuation tool for private companies with a focus on SME’s, Equidam now also offers simple monitoring services to investors on the Company’s platform. Restructuring During the second half of 2016, the Company was unable to raise additional capital from investors and was forced to enter settlement agreements with its creditors and note holders to restructure the Company. Because of the restructuring, the Company curtailed certain operations and changed its business focus from the operation of online funding platforms and the provision of software solutions for SMEs in the alternative financing market to the licensing of available software packages that the Company owns and licenses intellectual property. As the result of the restructuring, the Company’s crowdfunding platform in the Netherlands is now operated through Symbid Coop. The Company previously controlled and operated Symbid Coop through corporate governance but as the result of the restructuring, Symbid Coop has become an independent entity. Because the Company no longer has the resources to continue the software development of the online funding platform, Symbid Coop took over the development of software for the crowdfunding platform during the fourth quarter of 2016 in order to remain compliant under the laws and regulations of The Netherlands. Symbid Coop has, in return for reimbursing the further development of the software, been granted a non-exclusive license to the intellectual property from IP Foundation in order to continue crowdfunding operations in The Netherlands. The Company will continue to hold an identical non-exclusive license to the intellectual property of the crowdfunding platform whereby we will be allowed to use the most up to date versions of the software and other intellectual property. The revised business model requires fewer employees, advisors and consultants and is more economical to operate. The Company has developed several software products suitable for the alternative market which it will continue to offer to third parties. Such products and related services include white label versions of crowdfunding software for investor groups and monitoring software to provide investors with ongoing insight into the performance of SMEs to which they have loaned money. Related licensing fees and subscription agreements may include set fees and yearly contribution fees. For further information on the restructuring, please refer to the consolidated financial statements and notes thereto included in the 2016 Annual Report on Form 10-K. Liquidity and Going Concern Matters The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. The Company has suffered recurring losses since inception and has an accumulated deficit of $8.6 million as of June 30, 2017. The Company currently has limited liquidity and had no revenues during the three and six months ended June 30, 2017. For the three months ended June 30, 2017 and 2016, net losses were approximately $11,000 and $1.3 million, respectively. For the six months ended June 30, 2017 and 2016, net losses were approximately $100,000 and $2 million, respectively. At June 30, 2017 and December 31, 2016, the Company had a working capital deficits of approximately $15,000 and $11,000, respectively. As of June 30, 2017, the Company had no cash on hand. The recurring losses raise substantial doubt about the Company’s ability to continue as a going concern. On December 9, 2016, the Company entered into a Securities Purchase Agreement to issue 80% of its outstanding shares in consideration for the cancellation of $124,070 in debts due the Company’s creditors and the future payment of fees to keep the Company’s filing status current. Under the agreement, the new majority shareholder committed to fund the future operations of the Company until the Company completes a business combination or other similar transaction resulting in a change in control. |