U. S. 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 quarterly period ended March 31,June 30, 2019

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Suite 4801, 48/F, Central Plaza, 18

Rm. 1205, 12/F, Harcourt House, 39 GloucesterHarbour Road, Wanchai,Wan Chai, Hong Kong S.A.R.

(Address of Principal Executive Offices)

Provide a copy of communications to:

Loeb & Loeb LLP

345 Park Ave 

New York, New York 10154

Attn: Giovanni Caruso

Registrant’s telephone number, including area code: 852-2468-3012(852) 2468 3103

Not applicable.

(Former Name, former address and former fiscal year, if changed since last report)

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 Act). Yes ¨ No x

Securities registered pursuant to Section 12(b) of the Act: Not applicable.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

As of May 8,August 6, 2019, 53,600,000 shares of the registrant’s common stock, par value $0.001, were outstanding.

UNION BRIDGE HOLDINGS LIMITED

FORM 10-Q FOR THE QUARTER ENDED MARCH 31,JUNE 30, 2019

TABLE OF CONTENTS

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FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this quarterly report on Form 10-Q. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this quarterly report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this quarterly report on Form 10-Q.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with, or furnish to, the SEC.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this quarterly report on Form 10-Q, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

See accompanying notes to the unaudited consolidated financial statements

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UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

See accompanying notes to the unaudited consolidated financial statements

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UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(UNAUDITED)

														Accumulated Other
		Common Stock								Accumulated				Comprehensive
		Shares				Amount				Deficit				Loss				Total
Balance, December 31, 2017			53,600,000			$	53,600			$	(249,244	)		$	-			$	(195,644	)
Net loss			-				-				(36,360	)			-				(36,360	)
Balance, March 31, 2018			53,600,000			$	53,600			$	(285,604	)		$	-			$	(232,004	)
Balance, December 31, 2018			53,600,000			$	53,600			$	(538,429	)		$	(83	)		$	(484,912	)
Net loss			-				-				(55,523	)			-				(55,523	)
Foreign currency translation loss			-				-				-				(534	)			(534	)
Balance, March 31, 2019			53,600,000			$	53,600			$	(593,952	)		$	(617	)		$	(540,969	)

For the three months ended June 30, 2019 and 2018:

See accompanying notes to the unaudited consolidated financial statements

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UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWSCHANGES IN STOCKHOLDERS' DEFICIT

(UNAUDITED)

		Three Months Ended
		March 31,
		2019				2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(55,523	)		$	(36,360	)
Changes in operating assets and liabilities:
Prepaid expenses, including long and short term			15,374				2,832
Accounts payable and accrued liabilities			(66,167	)			(29,977	)
Net Cash Used in Operating Activities			(106,316	)			(63,505	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties			73,449				414,099
Net Cash Provided By Financing Activities			73,449				414,099
Net change in cash and cash equivalents			(32,867	)			350,594
Foreign currency translation adjustments			(534	)			-
Cash and cash equivalents, beginning of period			97,870				62,158
Cash and cash equivalents, end of period		$	64,469			$	412,752
Supplemental cash flow information
Interest received		$	15			$	4
Interest paid		$	-			$	-
Income taxes paid		$	-			$	-

For the six months ended June 30, 2019 and 2018:

See accompanying notes to the unaudited consolidated financial statements

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UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

See accompanying notes to the unaudited consolidated financial statements

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UNION BRIDGE HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31,JUNE 30, 2019

(UNAUDITED)

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN

UNION BRIDGE HOLDINGS LIMITED (the “Company”) was incorporated under the laws of the State of Nevada on May 6, 2014. The Company did not have operations that generated revenues and positive cash flows; however, the Company’s management has been reviewing investment opportunities. As described below in “Recent Developments”, Management has identified certain opportunities that it believes may generate profits for the Company in the future.

Recent Developments

The Company incorporated two new wholly owned subsidiaries in the British Virgin Islands: 1.) Phoenix Creation Global Limited (“PC”) on October 26, 2017 and 2.) Windsor Honour Limited (“WH”) on October 30, 2017, respectively. These subsidiaries were formed with the intent to sell healthcare products and services to seniors and individual with disabilities. The Company recently procured samples of motorized wheelchairs, as the first product in an expected portfolio of products targeted at this market.

On February 2, 2018, the Company’s subsidiary Union Beam Investment Limited (“UB”) established Qianhai Lianqiao Investment Consulting (Shenzhen) Company Limited, renamed as Union Beam Trading (Shenzhen) Limited (“UB Trading”), a wholly foreign owned entity in the People’s Republic of China (“PRC”), to engage in the sale of healthcare products and services.

On February 13, 2018, the Company’s subsidiary PC established Union Care Investment Limited (“UC”) in Hong Kong, to engage in the provision of senior care services.

On May 25, 2018,UC established Sino Silver (Qianhai) Holdings Ltd. (“Sino Silver Qianhai”), a wholly owned entity in the PRC, to engage in the provision of elderly home care services, to establish senior care centers and to provide community services. As of SeptemberJune 30, 2018,2019, UC and Sino Silver Qianhai have not yet commenced business.

On September 20, 2018, Sino Silver Qianhai established Sino Sliver (Beijing) Elderly Service Ltd. (“Sino Silver Beijing”) in the PRC, to engage in the provision of elderly home care services, to establish senior care centers and to provide community services in Beijing region. As of SeptemberJune 30, 2018,2019, Sino Silver Beijing has not yet commenced business.

On December 27, 2018, the Company’s subsidiary UC established Sino Silver (Zhuhai Hengqin) Elderly Service Limited (“Sino Silver Zhuhai”), a wholly owned entity in the PRC engaging the elderly home care services, senior care centers and community services. As of December 31, 2018,June 30, 2019, Sino Silver Zhuhai has not yet commenced business.

Going Concern

The accompanying unaudited interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss of $55,523$118,435 for the threesix months ended March 31,June 30, 2019. As of March 31,June 30, 2019, the Company had an accumulated deficit of $593,952,$656,864, working capital deficit of $540,969,$602,463, and stockholders’ deficit of $540,969;$602,463; its net cash used in operating activities for the threesix months ended March 31,June 30, 2019 was $106,316.$131,310.

These factors raise substantial doubt on the Company's ability to continue as a going concern. The accompanying unaudited interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plan for the Company’s continued existence is dependent upon Management's ability to identify investment opportunities, develop those opportunities to generate profit; additionally, Management will need to continue to rely on certain related parties to provide funding for investment, working capital, and general corporate purposes, and management expertise to the Company at less than prevailing market rates. If Management is unable to execute its plan, the Company may become insolvent.

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The Company’s controlling shareholder and Chief Executive Officer, Joseph Ho has provided a personal guarantee of loan that he would provide to the Company of up to $1 million for investment and working capital purposes. Management believes this guarantee should be considered a material event in executing its overall plan described in the foregoing.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim consolidated financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2018, as filed with the SEC on March 11, 2019.

Basis of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: First Channel Limited (“FC”), UB, PC, WH, UB Trading, UC, Sino Silver Qianhai, Sino Silver Beijing and Sino Silver Zhuhai. All intercompany sales, purchases, balances, investments, and capital have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Foreign Currency Translation and Re-measurement

The Company translates its foreign operations to the U.S. dollar in accordance with ASC 830, “Foreign Currency Matters”.

The reporting currency for the Company and its subsidiaries is the U.S. dollar. The functional currency of FC, PC, WH and UB is U.S. dollar; the functional currency of UB Trading, Sino Silver Qianhai, Sino Silver Beijing and Sino Silver Zhuhai is Chinese Renminbi (“RMB”); and the functional currencies of UC is Hong Kong dollar.

The Company’s subsidiaries, whose records are not maintained in those entities’ respective functional currencies, re-measure their records into their functional currency as follows:

	·	Monetary assets and liabilities at exchange rates in effect at the end of each period
	·	Nonmonetary assets and liabilities at historical rates
	·	Revenue and expense items at the average rate of exchange prevailing during the period

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Gains and losses from these re-measurements were not significant and have been included in the Company’s results of operations.

 

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The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into the U.S. dollar as follows:

	·	Assets and liabilities at the rate of exchange in effect at the balance sheet date
	·	Equities at the historical rate
	·	Revenue and expense items at the average rate of exchange prevailing during the period

Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollar at the rates used in translation.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company’s bank deposits are held with large financial institutions located in Hong Kong. These deposits are not protected under FDIC; however, the Company has determined that there is no significant credit risk for these deposits and does not believe these institutions will become insolvent.

Revenue recognition

The Company adopted ASC 606 “Revenue Recognition”, and recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

The Company derives its revenues from the rendering of computer consulting services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

	·	identify the contract with a customer;
	·	identify the performance obligations in the contract;
	·	determine the transaction price;
	·	allocate the transaction price to performance obligations in the contract; and
	·	recognize revenue as the performance obligation is satisfied.

Income Taxes

The Company adopts ASC 740 “Income Tax”, and accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

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Earnings Per Share

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. As of June 30, 2019 and December 31, 2018, there were no potentially dilutive debt or equity instruments issued or outstanding.

Reclassification

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements.

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

		March 31, 2019				December 31, 2018
Accounts payable		$	9,563			$	-
Accrued charges			52,453				128,183
		$	62,016			$	128,183

NOTE 43 - RELATED-PARTY TRANSACTIONS

For the threesix months ended March 31,June 30, 2019, the Company received advances from Joseph Ho (“Mr. Ho”), the Company’s director and Union Glory Gold Holdings Limited, a Company controlled by Mr. Ho of $73,449.$79,439.

As of March 31,June 30, 2019 and December 31, 2018, the balances owed to related partiesparty totaled $586,710$592,700 and $513,261, respectively.

For the threesix months ended March 31,June 30, 2019, the Company has provided computer services to Union Glory Gold Holdings Limited and earned a service income of $21,659.$43,419. Union Glory Gold Holdings Limited is under the control of Mr. Ho.

The Company’s principal executive offices are located in Hong Kong. The office premises were provided by Company’sa company controlled by Mr. Ho at no charge to the Company.

The Company is subject to the risk that if the related parties do not continue to provide services and advances to fund the company’s operations or expansion, or if those related parties demand immediate repayment, the Company may become insolvent.

NOTE 54 – CONCENTRATION RISK

During the threesix months ended March 31,June 30, 2019, 100% of the revenue of $21,659$43,419 was received from a single client.

NOTE 65 - SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to March 31,June 30, 2019 to the date these consolidated financial statements were issued, and has determined that it does not have any material events to disclose.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONOPERATIONS

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 Quarterly Report. The discussion highlights the Company’s results of operations and the principal factors that have affected the Company’s financial condition, as well as its 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 unaudited consolidated financial statements contained in this Quarterly 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.

Overview

We were incorporated under the laws of the State of Nevada on May 6, 2014 under the name Costo, Inc. to engage in the business of distributing automobile parts and components necessary for the maintenance and repair of automobiles and specialty equipment, including construction and road machinery, principally in China, Europe and certain Commonwealth of Independent States countries. We changed our name to Union Bridge Holdings Limited on May 23, 2016 in connection with our expanded business plan under which we determined to expand operations into the health care industry. We never achieved any revenues from our automobile and specialty equipment business and during the fourth quarter of 2017 we determined to discontinue that area of business.

Since May 23, 2016 we have taken steps to position our company to operate in two segments of the health care industry: (i) as a distributor in Asia of technologically advanced medical equipment devices and other lifestyle products and services for the elderly, including, but not limited to wheelchairs and telemedic devices, and (ii) as an operator of senior care facilities in Asia, including, but not limited to Hong Kong, China and Thailand. For the telemedic devices, we are applying to the Taiwan Food and Drug Administration. We will require additional capital to finance our proposed operations, including our proposed Chang Mai, Thailand senior care facility project. No assurance can be given that we will successfully negotiate definitive agreements with respect to our various projects, successfully distribute products and services, achieve revenues or profitability, or raise capital as and when needed or that we will be able to do so on reasonable terms. We will also need to develop a sales force and engage qualified project partners to develop our business as presently contemplated.

RESULTS OF OPERATIONS

We are a developmentan early stage company and have generated nominalminimal revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

The following comparative analysis on results of operations was based on the comparative financial statements, footnotes and related information for the three and six months ended March 31,June 30, 2019 and 2018. This analysis should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report.

Three Month Period Ended March 31,June 30, 2019 Compared to the Three Month Period Ended March 31,June 30, 2018

Revenue

For the three months ended March 31,June 30, 2019, we have generated revenue of $21,659$21,760 compared with $0 for the same period in 2018. The increase was mainly attributed to computer consulting services provided to a client.corporation controlled by a related party.

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Cost of Revenue

For the three months ended March 31,June 30, 2019, we have cost of revenue of $15,938$16,000 compared with $0 for the same period in 2018. The increase was mainly attributed to computer consulting services provided to a client.

Operating Expenses

Total operating expenses for the three months ended March 31,June 30, 2019 were $61,259,$68,689, an increase of $24,895,$10,102, compared to the three months ended March 31,June 30, 2018 when total operating expenses were $36,364.$58,587. The increase was primarily due to increase in SEC reporting fees.

Net Loss

The net loss for the three months ended March 31,June 30, 2019 was $55,523, an increase$62,912, a decrease of $19,163$65,710 compared to the three months ended March 31,June 30, 2018 when the net loss was $36,360.$128,622. The decrease was primarily the result of the absence of tax penalty in 2019, partially offset by increase in operating expenses.

Six Month Period Ended June 30, 2019 Compared to the Six Month Period Ended June 30, 2018

Revenue

For the six months ended June 30, 2019, we have generated revenue of $43,419 compared with $0 for the same period in 2018. The increase was mainly attributed to computer consulting services provided to a client.

Cost of Revenue

For the six months ended June 30, 2019, we have cost of revenue of $31,938 compared with $0 for the same period in 2018. The increase was mainly attributed to computer consulting services provided to a client.

Operating Expenses

Total operating expenses for the six months ended June 30, 2019 were $129,948, an increase of $34,997, compared to the six months ended June 30, 2018 when total operating expenses were $94,951. The increase was primarily due to increase in SEC reporting fees.

Net Loss

The net loss for the six months ended June 30, 2019 was $118,435, a decrease of $46,547 compared to the six months ended June 30, 2018 when the net loss was $164,982. The decrease was primarily the result of the absence of tax penalty in 2019, partially offset by increase in operating expenses.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of March 31,June 30, 2019, we had a working capital deficit of $540,969,$602,463, an increase of $56,057$117,551 compared to our working capital deficit of $484,912 on December 31, 2018. The increase was primarily attributed to the increase of advance from the shareholder Joseph Ho (“Mr. Ho”) for operating expenses.expenses and the decrease of cash and cash equivalent.

Cash Flows From Operating Activities

Net cash used in operating activities for the threesix month period ended March 31,June 30, 2019 was $106,316,$131,310, compared to $63,505$109,181 for the threesix month period ended March 31,June 30, 2018. The increase of $42,811$22,129 was primarily a result of accounts payable and accrued liabilities during the period.period, partially offset by decrease in net loss.

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Cash Flows From Financing Activities

We have financed our operations primarily with advances from shareholders. Net cash provided by financing activities was $73,449$79,439 during the threesix month period ended March 31,June 30, 2019 compared to $414,099$70,015 in the three month period ended March 31,June 30, 2018. The decreaseincrease was due to decreasean increase in advances from shareholder.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through further issuances of our securities and loans from our executive officers and principal shareholders, including Joseph Ho. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are not expected to be adequate to fund our operations and potential acquisitions over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) the acquisition of businesses in the health-related industry; (ii) acquisition of inventory; (iii) developmental expenses associated with a start-up business; and (iv) marketing expenses. We intend to finance these expenses with further issuances of equity securities and debt instruments. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

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Material Commitments

On March 23, 2018, our subsidiary, Windsor Honour Limited (“WHL”) entered into a Binding Heads of Agreement with the owner of a land parcel for a senior care facility to be established in Chang Mai, Thailand. The parties will negotiate in good faith toward definitive agreements regarding the project. WHL would lease the land and be the developer of the project and would own the buildings on the site. WHL would have full control of the design and supervision of the construction of the project, as well as daily operations and management of the project. The land owner would be responsible for obtaining necessary construction, operation and other permits for the project and would provide necessary liaison with government officials. Total investment in the project for development and construction is estimated to be approximately 200 million Thai Baht (approximately US$6.4 million at current exchange rates), for which WHL would be responsible to obtain financing. WHL would also be responsible for arranging financing of operating costs until they can be funded from operations. The project would lease the land for 90 years with automatic renewals, each for 30 years. The total rent for the first 90 years would be 10 million Thai Baht (approximately US$320,000 at current exchange rates). In addition to the rent, WHL may consider a discretionary bonus to the land owner (with details to be agreed in the definitive agreements).

Upon signing the definitive agreement, WHL will pay 2 million Thai Baht (approximately US$64,300 at current exchange rates) as a deposit to the land owner within 90 days, which will be refundable if the development plan for the land as a senior nursing home facility has not been approved by the competent government authority within one year, or if before that date such authority has definitively denied the application for the development plan upon the request of WHL. Otherwise, the deposit will be applied to the rent for the land.

No assurance can be given, however, that the Chang Mai, Thailand senior facility project will be successfully developed and operated because, (i) WHL may not successfully negotiate definitive agreements for the project, (ii) required permits may not be obtained, and (iii) required financing may not be obtainable.

Through our agent, Union Glory Gold Holdings, on October 3, 2018, we signed a non-binding Beijing Elderly Satellites Cooperative Development Proposal (the “Proposal”) with Caroline Holding Group Co., Ltd. of China (“Caroline”) regarding cooperation on opportunities in developing satellite centers that provide home care services and community activities for the elderly and rehabilitation institutions for the elderly in Beijing, China.. We subsequently determined not to pursue a transaction with Caroline and are seeking to terminate the agreement with them.

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On November 6, 2018, our subsidiary, First Channel Limited (“First Channel”), signed a Memorandum of Understanding ("MOU") with APrevent Medical Inc. ("APrevent") regarding a potential share exchange between UGHL and APrevent. APrevent is a medical device company which designs, manufactures and distributes medical equipment and is currently developing two projects, including Vocal Implant System (VOIS). VOIS is a laryngeal implant used for glottis insufficiency (vocal fold paralysis). Medialization thyroplasty Type I (MT) is the standard treatment for glottis insufficiency, by inserting artificial or transplanted materials into the paraglottic space to achieve glottis closure. In patients with a large glottis gap or high vagal lesions, a surgical procedure, arytenoid adduction (AA), can be performed to reduce the posterior glottis gap and correct the vertical height difference between the vocal folds. Unlike existing products, APrevent’s VOIS implant combines the advantage of both MT and AA for optimized results. The prospective share exchange is subject to the results of each party’s due diligence, agreement on valuation (and therefore number of shares to be exchanged), negotiation of definitive agreements and approval of the board of directors of each party. Accordingly, no assurance can be given that the share exchange will be completed.

Inflation

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying condensed consolidated financial statements, the Company had an accumulated deficit at March 31,June 30, 2019 of $593,952,$656,864, a net loss for the threesix months ended March 31,June 30, 2019 of $55,523$118,435 and net cash used in operating activities for the threesix months ended March 31,June 30, 2019 of $106,316.$131,310. These conditions raise substantial doubt about our ability to continue as a going concern.

The Company is attempting to produce sufficient revenue; however, the Company’s cash position is not sufficient to support its daily operations. While the Company believes in the viability of its strategy to produce sufficient revenue and in its ability to raise additional funds, there can be no assurances that the Company will accomplish its goals. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds.

The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The independent registered public accounting firm’s opinion accompanying our December 31, 2018 consolidated financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The consolidated financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

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Critical Accounting Policies

We have identified the following policies below as critical to our business and results of operations. Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment. Specific risks associated with these critical accounting policies are described in the following paragraphs.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable for smaller reporting companies.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of March 31,June 30, 2019. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of March 31,June 30, 2019 due to the following material weaknesses and significant deficiencies:

We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe mitigates the impact of the material weaknesses discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the three month period ended March 31,June 30, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings involving us or our properties. As of the date of this Quarterly Report on Form 10-Q, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

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.

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ITEM 6. EXHIBITS

_____________

* Filed herewith

** Furnished herewith

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SIGNATURES

In accordance with the requirements 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.

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