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 September 30, 20192020

OR

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

(I.R.S. Employer

Identification No.)

Suite 4801, 48/F, Central Plaza, 18

Harbour Road, 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 3103

Not applicable.

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

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

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, 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.

As of November 12, 2019,October 30, 2020, 241,146,887 shares of the registrant’s common stock, par value $0.001, were issued and outstanding.

UNION BRIDGE HOLDINGS LIMITED

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBERSeptember 30, 20192020

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)

		September 30,				December 31,
		2019				2018
ASSETS
Current Assets
Cash and cash equivalent		$	19,549			$	97,870
Prepaid expenses and deposits			35,080				58,662
Total Current Assets			54,629				156,532
TOTAL ASSETS		$	54,629			$	156,532
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities			152,027				128,183
Due to related parties			825,230				513,261
Total Current Liabilities			977,257				641,444
TOTAL LIABILITIES			977,257				641,444
Stockholders’ Deficit
Preferred stock, $0.001 par value, 20,000,000 shares authorized; 0 shares issued and outstanding			-				-
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 241,146,887 and 53,600,000 shares issued and outstanding on September 30, 2019 and December 31, 2018, respectively			241,147				53,600
Accumulated deficit			(1,166,008	)			(538,429	)
Accumulated other comprehensive income (loss)			2,233				(83	)
Total Stockholders’ Deficit			(922,628	)			(484,912	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	54,629			$	156,532

See accompanying notes to the unaudited interim consolidated condensed financial statements

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UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2019				2018				2019				2018
Revenues - related party		$	21,760			$	-			$	65,179			$	-
Cost of Revenue			(16,000	)			-				(47,938	)			-
Gross profit			5,760				-				17,241				-
Operating Expenses
General and administrative expenses			221,366				22,695				346,710				39,481
Professional fees			110,580				52,925				115,183				131,090
Total operating expenses			331,945				75,620				461,893				170,571
Loss from operations			(326,186	)			(75,620	)			(444,652	)			(170,571	)
Other income (expense)
Interest income			5				13				37				20
Consultancy income			-				1,274				-				1,274
Tax penalty			(371	)			(386	)			(371	)			(70,424	)
Sundry expenses			(135	)			-				(135	)			-
Total other income (expense)			(501	)			901				(469	)			(69,130	)
Loss before taxes			(326,687	)			(74,719	)			(445,121	)			(239,701	)
Income tax			-				-				-				-
Net loss		$	(326,687	)		$	(74,719	)		$	(445,121	)		$	(239,701	)
Other comprehensive income (loss)
Foreign currency translation gain (loss)			1,432				(254	)			2,316				(62	)
Total comprehensive loss			(325,254	)			(74,973	)			(442,805	)			(239,763	)
Basic and dilutive loss per common share		$	(0.00	)		$	(0.00	)		$	(0.01	)		$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted			67,869,872				53,600,000				58,391,344				53,600,000

See accompanying notes to the unaudited interim consolidated condensed financial statements

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UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’STOCKHOLDERS' DEFICIT

(UNAUDITED)

For the three months ended September 30, 20192020 and 2018:2019:

														Accumulated Other
		Common Stock								Accumulated				Comprehensive
		Shares				Amount				Deficit				Income				Total
Balance, June 30, 2019			53,600,000			$	53,600			$	(656,863	)		$	801			$	(602,462	)
Issue of shares for acquisition of subsidiaries			187,546,887				187,547				(182,458	)			-				5,089
Net loss			-				-				(326,687	)			-				(326,687	)
Foreign currency translation gain			-				-				-				1,432				1,432
Balance, September 30, 2019			241,146,887			$	241,147			$	(1,166,008	)		$	2,233			$	(922,628	)

														Accumulated Other
		Common Stock								Accumulated				Comprehensive
		Shares				Amount				Deficit				Loss				Total
Balance, June 30, 2018			53,600,000			$	53,600			$	(414,225	)		$	192			$	(360,433	)
Net loss			-				-				(74,719	)			-				(74,719	)
Foreign currency translation loss			-				-				-				(254	)			(254	)
Balance, September 30, 2018			53,600,000			$	53,600			$	(488,944	)		$	(62	)		$	(435,406	)

See accompanying notes to the unaudited interim consolidated condensed financial statements

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UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERSSTOCKHOLDERS' DEFICIT (CONTINUED)

(UNAUDITED)

For the nine months ended September 30, 20192020 and 2018:2019:

														Accumulated Other
		Common Stock								Accumulated				Comprehensive
		Shares				Amount				Deficit				Income (Loss)				Total
Balance, December 31, 2018			53,600,000			$	53,600			$	(538,429	)		$	(83	)		$	(484,912	)
Issue of shares for acquisition of subsidiaries			187,546,887				187,547				(182,458	)			-				5,089
Net loss			-				-				(445,121	)			-				(445,121	)
Foreign currency translation gain			-				-				-				2,316				2,316
Balance, September 30, 2019			241,146,887			$	241,147			$	(1,166,008	)		$	2,233			$	(922,628	)

														Accumulated Other
		Common Stock								Accumulated				Comprehensive
		Shares				Amount				Deficit				Loss				Total
Balance, December 31, 2017			53,600,000			$	53,600			$	(249,243	)		$	-			$	(195,643	)
Net loss			-				-				(239,701	)			-				(239,701	)
Foreign currency translation loss			-				-				-				(62	)			(62	)
Balance, September 30, 2018			53,600,000			$	53,600			$	(488,944	)		$	(62	)		$	(435,406	)

See accompanying notes to the unaudited interim consolidated condensed financial statements

UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		Nine Months Ended
		September 30,
		2019				2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(445,121	)		$	(239,701	)
Adjustments to reconcile net loss to net cash used in operations:
Expenses paid by related parties			181,354				66,116
Changes in operating assets and liabilities:
Prepaid expenses and deposits			23,582				(56,137	)
Accounts payable and accrued liabilities			23,844				72,246
Net Cash Used in Operating Activities			(216,341	)			(157,476	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties			151,064				180,522
Repayment to related parties			(15,360	)			-
Net Cash Provided By Financing Activities			135,704				180,522
Effects on changes in foreign exchange rate			2,316				(62	)
Net change in cash and cash equivalents			(78,321	)			22,984
Cash and cash equivalents, beginning of period			97,870				62,158
Cash and cash equivalents, end of period		$	19,549			$	85,142
Supplemental cash flow information
Interest received		$	37			$	20
Interest paid		$	-			$	-
Income taxes paid		$	-			$	-
Non-cash financing and investing transactions
Common stock issued for acquisition of subsidiaries		$	187,547			$	-

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UNION BRIDGE HOLDINGS LIMITED

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 20192020

(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. Asprincipal business activities are 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 September 30,December 31, 2019, UC and Sino Silver Qianhai areis ready to be engaged in the business activities of the Company.

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 September 30, 2019, Sino Silver Beijing are ready to be engaged in the business activities of the Company.

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 September 30, 2019, Sino Silver Zhuhai are ready to be engaged in the business activities of the Company.

On September 24, 2019, the Company entered into a share exchange agreement (the “SEA”) with Conperin Group Inc. (“Conperin”) and Conperin’s shareholders whereby the Company issued 187,546,887 new common shares in exchange for all of the issued and outstanding common shares of Conperin, which totaled 2,500,000. Conperin is a private limited liability company, incorporated and domiciled in the British Virgin Islands. The Company and Conperin were under common control before the acquisition; therefore, the transaction has been accounted for as business combination under common control in accordance to ASC-805-30-5,ASC-805-50-30-5, in which the assets and liabilities of Conperin have been presented at their carrying values at the date of common control on March 12, 2019.

On March 12, 2019, Conperin established Circle YY Technologies Inc., a limited company incorporated in the British Virgin Islands (“Circle BVI”). Circle BVI’s principal business activity is investment holding.

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On March 27, 2019, Conperin established Circle YY Technologies Limited, a limited company incorporated in Hong Kong (“Circle HK”). Circle HK’s principal business activity is development of website and mobile apps to promote positive communication between the elders and young people.

On September 27, 2019, Conperin established Circle YY International Inc., a limited company incorporated in the British Virgin Islands (“Circle International”). As of September 30, 2019,March 31, 2020, Circle International are ready to be engaged in the business activities of the Company.

Discontinued Operations

On November 6, 2019, the Company disposed of UB Trading, Sino Silver Qianhai and Sino Silver Qianhai.Beijing to unrelated parties at no consideration. On December 17, 2019, the Company disposed of Sino Silver Zhuhai to unrelated parties at no consideration. Before the disposal, the subsidiaries have minimal business activities. The Company finds no business rationale to maintain these subsidiaries.

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 $445,121$604,145 for the nine monthsperiod ended September 30, 2019.2020. As of September 30, 2019,2020, the Company had an accumulated deficit of $1,166,008,$2,237,131, working capital deficit of $922,628,$1,898,442, and stockholders’ deficit of $922,628;$1,898,442; its net cash used in operating activities for the nine monthsperiod ended September 30, 20192020 was $216,341.$603,258.

These factors raise substantial doubt on the Company’sCompany'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’sManagement'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.

The Company’s controlling shareholder and Chief Executive Officer has provided a personal guarantee of loan in writing 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 are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted accounting principles in the United States of America (“U.S.US GAAP”) for interim financial information, and withpursuant to the instructions to Form 10-Qaccounting and Regulation S-X. Accordingly, the unaudited interim consolidated financial statements do not include alldisclosure rules and regulations of the informationU.S. Securities and footnotes required by generally accepted accounting principles for complete financial statements.Exchange Commission (“SEC”).

When used in these notes, the terms “Union Bridge,”Company,” “we,” “us” and “our” mean Union Bridge Holdings Limited and all entities included in our unaudtiedThese unaudited consolidated interim consolidated 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 consolidatedaudited financial statements and related notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as2019, filed with the SEC on March 11, 2019.10, 2020.

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Basis of Consolidation

These unaudited interim 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, Sino Silver Zhuhai, Conperin, Circle BVI, Circle HK and Circle International .International. These financial statements have also included the accounts of the subsidiaries previously wholly owned by the Company and have been disposed during the year, up to the date of disposal of the subsidiaries: UB Trading, 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”., except for the translation for Hong Kong dollar, which uses a fixed rate of 0.1280. Since Hong Kong dollar is pledged to U.S. dollar, management considers any difference between the market rate and the fixed rate of 0.1280 as having no significant effect in the Company’s financial statements.

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, Conperin, Circle BVI, Circle HK and Circle International is the Hong Kong dollar (“HKD”).

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 average rate of exchange prevailing during the period

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

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 average rate of exchange prevailing during the period

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

		September 30,				December 31,
		2019				2018
Spot RMB: USD exchange rate		$	0.1399			$	0.1454
Average RMB: USD exchange rate		$	0.1458			$	0.1451
Spot HKD: USD exchange rate		$	0.1280			$	0.1280
Average HKD: USD exchange rate		$	0.1280			$	0.1278

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.

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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 recognitionPrepaid expenses

The Company adoptsmakes certain payments for general corporate purposes to service providers that render services over time. The Company amortizes these services to its results of operations over the span of time that the services are contracted. Certain prepayments that are to be delivered after one operating period to the Company have been classified as long-term prepaid expenses. Management does not believe these prepayments qualify as financial instruments that require fair value consideration and disclosure.

Inventories

Inventories are computed using the first-in, first-out method and valued at the lower of cost or net realizable value. The Company periodically reviews inventories for obsolescence and any inventories identified as obsolete are written down or written off.

Fair value of financial instruments

The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, prepaid expenses and deposits, accounts payable and accrued liabilities and amount due to a related party at their fair values because of the short-term nature of these financial instruments.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Commitments and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Income taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Hong Kong is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company conducts businesses in China and Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.

Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. As of September 30, 2020, the Company has no dilutive securities.

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 operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Revenue recognition

The Company adopted ASC606 “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.services and selling of health products. 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.

recognize revenue as the performance obligation is satisfied.

Recently Adopted Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on the Company´s consolidated financial position, operations or cash flows.

Reclassification

Certain amounts from prior periodsin the comparative financial statements have been reclassified to conform towith the presentation of the financial statements of the current period presentation.period.

Recent Accounting PronouncementsNOTE 3 – BUSINESS COMBINATION

In February 2016,The assets, liabilities and net asset value of Conperin and its subsidiaries as of the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASC 842”). date of beginning of common control is as follow:

The guidance requires lesseesCompany and Conperin were under common control before the acquisition; therefore, the transaction has been accounted for as business combination under common control in accordance to recognize almostASC-805-30-5, in which the assets and liabilities of Conperin have been presented at their carrying values at the date of common control on March 12, 2019, and no goodwill is recognized.

NOTE 4 – ACCOUNTS RECEIVABLE

The Company has performed an analysis on all leases on their balance sheetof its accounts receivable and determined that all amounts are collectible by the Company. As such, all accounts receivable are reflected as a right-of-usecurrent asset and a lease liability. For income statement purposes,no allowance for bad debt has been recorded as of September 30, 2020 and December 31, 2019. As at September 30, 2020 and December 31, 2019, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee modelCompany had accounts receivable of $103,427 and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. The adoption of ASC 842, did not have a material effect on the Company’s consolidated financial statements.$0, respectively.

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 5 – PREPAID EXPENSES AND DEPOSITS