10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For quarterly period ended June 30, 2020

OR

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

Union Bridge Holdings Limited

(Name of Registrant in its Charter)

Nevada	000-55731	32-0440076
(State or Jurisdiction of Incorporation or Organization)	(Commission File Number)	(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.

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

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 ☒      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 ☒     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):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒

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 ☒

As of July 31, 2020, 241,146,887 shares of the registrant’s common stock, par value $0.001, were outstanding.

UNION BRIDGE HOLDINGS LIMITED

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2020

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2020 (unaudited) and December 31, 2019 (audited)	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2020 and June 30, 2019 (unaudited)	5
	Condensed Consolidated Statement of Changes in Stockholders’ Deficit as of June 30, 2010 and December 31, 2019 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and June 30, 2019 (unaudited)	8
	Notes to Condensed Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	22
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24
Signatures		25

2

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.

3

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30,			December 31,
	2020			2019
ASSETS
Current Assets
Cash and cash equivalent	$	42,153		$	22,339
Accounts receivable		38,462			-
Prepaid expenses and deposits		153,061			135,112
Inventories		128,205			30,715
Total Current Assets		361,881			188,166
TOTAL ASSETS	$	361,881		$	188,166
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		271,912			243,777
Accounts payable and accrued liabilities - Related parties		76,364			50,858
Due to related parties		1,738,621			1,187,828
Total Current Liabilities		2,086,897			1,482,463
Total Liabilities		2,086,897			1,482,463
Stockholders' Deficit
Preferred stock, $0.001 par value, 20,000,000 shares authorized; No shares issued and outstanding		-			-
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 241,146,887 shares issued and outstanding		241,147			241,147
Additional paid in capital		97,542			97,542
Accumulated deficit		(2,063,705	)		(1,632,986	)
Total Stockholders' Deficit		(1,725,016	)		(1,294,297	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	361,881		$	188,166

See accompanying notes to the unaudited interim consolidated financial statements

4

UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Revenues - related party	$	-		$	21,760		$	-		$	43,419
Revenues - unrelated party		52,520			-			95,885			-
Cost of Revenue		(46,520	)		(16,000	)		(68,307	)		(31,938	)
Gross profit		6,000			5,760			27,578			11,481
Operating Expenses
General and administrative expenses		143,607			27,381			400,543			69,470
Professional fees		26,838			41,308			57,755			60,478
Total operating expenses		170,445			68,689			458,298			129,948
Loss from operations		(164,445	)		(62,929	)		(430,719	)		(118,467	)
Other income
Interest income		-			17			-			32
Total other income		-			17			-			32
Net loss	$	(164,445	)	$	(62,912	)	$	(430,719	)	$	(118,435	)
Other comprehensive income /(loss)
Foreign currency translation		-			1,418			-			884
Total comprehensive loss		(164,445	)		(61,494	)	$	(430,719	)	$	(117,551	)
Basic and dilutive loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		241,146,887			53,600,000			241,146,887			53,600,000

See accompanying notes to the unaudited interim consolidated financial statements

5

UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(UNAUDITED)

For the three months ended June 30, 2020 and 2019: 

					Additional					Accumulated other
	Common Stock				Paid in		Accumulated			comprehensive
	Shares		Amount		Capital		Deficit			income (loss)		Total
Balance, March 31, 2020		241,146,887	$	241,147		97,542	$	(1,899,260	)	$	-	$	(1,560,571	)
Net loss		-		-		-		(164,445	)		-		(164,445	)
Balance, June 30, 2020		241,146,887	$	241,147	$	97,542	$	(2,063,705	)	$	-	$	(1,725,016	)

					Additional					Accumulated other
	Common Stock				Paid in		Accumulated			comprehensive
	Shares		Amount		Capital		Deficit			income (loss)			Total
Balance, March 31, 2019		53,600,000	$	53,600		-	$	(593,952	)	$	(617	)	$	(540,969	)
Net loss		-		-		-		(62,912	)		-			(62,912	)
Foreign currency translation gain		-		-				-			1,418			1,418
Balance, June 30, 2019		53,600,000	$	53,600	$	-	$	(656,864	)	$	801		$	(602,463	)

See accompanying notes to the unaudited interim consolidated financial statements

6

UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (CONTINUED)

(UNAUDITED)

For the six months ended June 30, 2020 and 2019:

					Additional					Accumulated other
	Common Stock				Paid in		Accumulated			comprehensive
	Shares		Amount		Capital		Deficit			income (loss)		Total
Balance, December 31, 2019		241,146,887	$	241,147	$	97,542	$	(1,632,986	)	$	-	$	(1,294,297	)
Net loss		-		-		-		(430,719	)		-		(430,719	)
Balance, June 30, 2020		241,146,887	$	241,147	$	97,542	$	(2,063,705	)	$	-	$	(1,725,016	)

					Additional					Accumulated other
	Common Stock				Paid in		Accumulated			comprehensive
	Shares		Amount		Capital		Deficit			income (loss)			Total
Balance, December 31, 2018		53,600,000	$	53,600	$	-	$	(538,429	)	$	(83	)	$	(484,912	)
Net loss		-		-		-		(118,435	)		-			(118,435	)
Foreign currency translation gain		-		-				-			884			884
Balance, June 30, 2019		53,600,000	$	53,600	$	-	$	(656,864	)	$	801		$	(602,463	)

See accompanying notes to the unaudited interim consolidated financial statements

7

UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended
	June30,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(430,719	)	$	(118,435	)
Changes in operating assets and liabilities:
Accounts receivable		(38,462	)		-
Prepaid expenses and deposits		(17,949	)		26,749
Inventory		(97,490	)		-
Accounts payable and accrued liabilities		28,135			(39,624	)
Accounts payable and accrued liabilities - Related parties		25,506			-
Net Cash Used in Operating Activities		(530,979	)		(131,310	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties		570,024			79,439
Repayment to related parties		(19,231	)		-
Net Cash Provided By Financing Activities		550,793			79,439
Effects on changes in foreign exchange rate		-			884
Net change in cash and cash equivalents		19,814			(50,987	)
Cash and cash equivalents, beginning of period		22,339			97,870
Cash and cash equivalents, end of period	$	42,153		$	46,883
Supplemental cash flow information
Interest received	$	-		$	32
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non-cash investing and financing transactions:
Operating expenses paid by related parties	$	550,793		$	-

See accompanying notes to the unaudited interim consolidated financial statements

8

UNION BRIDGE HOLDINGS LIMITED

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020

(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’s principal business activities are as described below in “Recent Developments”.

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 December 31, 2019, UC is 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.

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.

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-805-50-30-5, 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.

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 March 31, 2020, Circle International are ready to be engaged in the business activities of the Company.

9

Discontinued Operations

On November 6, 2019, the Company disposed of UB Trading, Sino Silver Qianhai and Sino Silver 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 $430,719 for the period ended June 30, 2020. As of June 30, 2020, the Company had an accumulated deficit of $2,063,705, working capital deficit of $1,725,016, and stockholders’ deficit of $1,725,016; its net cash used in operating activities for period ended June 30, 2020 was $530,979.

These factors raise substantial doubt on the Company's ability to continue as a going concern. The accompanying 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.

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 have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) 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.

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 unaudited 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 consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2019, as filed with the SEC on March 10, 2020.

Basis of Consolidation

These financial statements include the accounts of the Company and its wholly-owned subsidiaries: First Channel Limited (“FC”), UB, PC, WH, UC, Conperin, Circle BVI, Circle HK and Circle 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.

10

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 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 period

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

	June 30,		December 31,
	2020		2019
Spot RMB: USD exchange rate	$	N/A	$	0.1436
Average RMB: USD exchange rate	$	N/A	$	0.1448
Spot HKD: USD exchange rate	$	0.1280	$	0.1280
Average HKD: USD exchange rate	$	0.1280	$	0.1280

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.

Prepaid expenses

The Company makes 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.

11

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:

• Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

• Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and 

• Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

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.

12

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 June 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 June 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 adopts 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 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.

Reclassification

Certain amounts in the comparative financial statements have been reclassified to conform with the presentation of the financial statements of the current period.

13

NOTE 3 – BUSINESS COMBINATION

The assets, liabilities and net asset value of Conperin and its subsidiaries as of the date of beginning of common control is as follow:

	March 12,
	2019
ASSETS	$	-
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	8,334
Due to related parties		28,934
Total Current Liabilities		37,268
TOTAL LIABILITIES		37,268
NET LIABILITIES	$	(37,268	)

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, 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 of its accounts receivable and determined that all amounts are collectible by the Company. As such, all accounts receivable are reflected as a current asset and no allowance for bad debt has been recorded as of June 30, 2020 and December 31, 2019. As at June 30, 2020 and December 31, 2019, the Company had accounts receivable of $38,462 and $0, respectively.

NOTE 5 – PREPAID EXPENSES AND DEPOSITS

	June 30,		December 31,
	2020		2019
Prepaid expenses	$	12,000	$	12,000
Deposits for platform design		129,795		111,846
Sundry deposits		11,266		11,266
	$	153,061	$	135,112

NOTE 6 – INVENTORIES

$9,831 and $118,374 of the inventories of $128,205 as of June 30, 2020 is finished clothing goods and finished surgical masks, respectively. There are no inventory write-offs made as of June 30, 2020.

All of the inventories of $30,715 as of December 31, 2019 is finished clothing goods. There are no inventory write-offs made as of December 31, 2019.

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30,		December 31,
	2020		2019
Accounts payable	$	-	$	55,015
Accrued charges		348,276		239,620
	$	348,276	$	294,635

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NOTE 8 - RELATED-PARTY TRANSACTIONS

For the periods ended June 30, 2020 and 2019, the Company received advances of $570,024 and $79,439 from the Company’s director, who is also our CEO and majority shareholder, and Union Glory Gold Holdings Limited (“Union Glory”), a Company controlled by our CEO, and repaid $19,231 and $0, respectively.

As of June 30, 2020 and December 31, 2019, the balances owed to the related parties totaled $1,738,621 and $1,187,828, respectively.

For the periods ended June 30, 2020 and 2019, the Company has provided computer services to Union Glory Gold Holdings Limited and earned a service income of $0 and $43,419, respectively. Union Glory Gold Holdings Limited is under the control by the major shareholder 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. Among the 187,546,887 new common shares, 131,282,821 shares were issued to our CEO and Director of the Company, and 56,264,066 shares were issued to a Director of the Company.

On November 6, 2019, the Company disposed of UB Trading, Sino Silver Qianhai and Sino Silver Beijing to unrelated parties at no consideration. On December 17, 2019, the Company disposed of Sino Silver Zhuhai to unrelated parties at no consideration. The Company’s director, who is also our CEO and majority shareholder, and Union Glory Gold Holdings Limited have agreed not to require the Company to repay the amounts due to them by the disposed subsidiaries and the Company recorded debt forgiveness of $97,542 as additional paid in capital. Loss on disposal of the subsidiaries have been charged to the consolidated statements of operations and comprehensive loss.

The Company’s principal executive offices are located in Hong Kong. The office premises were provided by Company’s controlled by our CEO 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 9 - STOCKHOLDERS’ DEFICIT

The Company is authorized to issue up to 1,000,000,000 shares of Common Stock, par value $0.001 per share, and 20,000,000 of Preferred Stock, par value $0.001 per share.

Common stock

During the period ended June 30, 2020, the Company has issued no Common Stock.

As of June 30, 2020 and December 31, 2019, 241,146,887 shares of Common Stock were issued and outstanding.

NOTE 10 – CONCENTRATION RISK

As of June 30, 2020, 100% of the accounts receivable of $38,462 was due from a single client, who is unrelated to the Company.

During the period ended June 30, 2020, 99% of the revenue of $95,885 was received from three clients, who are unrelated to the Company.

During the period ended June 30, 2019, 100% of the revenue of $43,419 was received from a single client, who is a related party to the Company (Note 8).

NOTE 11 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2020, up through the date the Company issued the financial statements. During the period, the Company did not have any material recognizable subsequent events. 

15

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

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 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.

On September 24, 2019, we entered into a Stock Purchase Agreement (the “Purchase Agreement”), with shareholders of Conperin Group Inc., a British Virgin Islands company, who together owned shares constituting 100% of the issued and outstanding ordinary shares of Conperin Group Inc. Pursuant to the terms of the Purchase Agreement, the shareholders of Conperin Group Inc. transferred to us all of their shares of Conperin Group Inc. in exchange for the issuance of 187,546,887 shares of our common stock (the “Stock Purchase”). As a result of the Stock Purchase, we are now a holding company, is engaged in providing technology in digital media industry, including developing a branded social network and e-commerce app platform aiming to promote a high quality of life for families and seniors by using artificial intelligence, blockchain and cognitive e-commerce technology in China, Hong Kong and Asia Pacific. As a result of the consummation of the Stock Purchase, we are no longer a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

We develop and operate CircleYY, a mobile-based social networking and premium e-commerce app and website platform that will also use impactful editorial content to promote a balanced quality of life for families and seniors aged 50 and above by understanding their behavior, tastes and needs. The platform enables users around the world to share family stories, build meaningful interactions between 50+ users and their family members, discover and buy fashion, beauty and other daily accessories products. We connect people and facilitate human interactions based on cities, interests and a variety of activities including pictures and short videos.

Our CircleYY mobile application can be downloaded and used free of charge, and we will generate our revenues from the various services we offer on our platforms, dedicated to a 50+ client base and their families: (i) collaborations with brands and users on the creation of premium content, (ii) the sale of advertising on our social media platform, and (iii) the sale of third-party branded items, mainly fashion, beauty, daily accessories and services on our e-commerce platform.

As a global platform, CircleYY is expected to target a global audience with content designed for universal appeal amongst family members, notably 50+, along with a local focus for marketing campaigns. The initial opening market is intended to be Hong Kong SAR, followed by similar markets in the Asia-Pacific area and subsequently Europe and North America.

On September 27, 2019, our wholly-owned subsidiary Conperin Group Inc. established Circle YY International Inc., a limited company incorporated in the British Virgin Islands (“Circle International”), to engage in new business when any suitable business opportunity arises. As of today, Circle International has no business activities yet.

16

On November 11, 2019, our subsidiary Circle YY Technologies Hong Kong Limited, which operates our CircleYY platforms, launched its unique ecosystem technology covering social networking, content and e-commerce. Our CircleYY website platform had 63 registered members as of June 30, 2020.

Recent Development

In response to the coronavirus (COVID-19) pandemic situation, since January 2020, the Company has taken several actions to protect its employees, including asking employees to work from home, establishing split working schedules and restricting travel business travel. On March 11, 2020, the World Health Organization (WHO) officially declare COVID-19 a pandemic, pointing to the cases of COVID-19 illness in over 110 countries and territories around the world and the sustained risk of further global spread. Since March 19, 2020, the other floor of the office premises of the Company has a confirmed infection case of COVID-19 and the infected floor was temporary closed for immediate special cleaning and disinfecting actions by the building management. Given the dynamic nature of these circumstances, the duration and intensity of the impact of the COVID-19 and resulting disruption to the Company’s operations cannot be reasonably estimated at this time. While not yet quantifiable, the Company believes this situation had an adverse impact on its operating results for this fiscal quarter and continues to assess the financial impact for the remainder of the year.

RESULTS OF OPERATIONS

We are a technology company 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 June 30, 2020 and 2019. 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 June 30, 2020 Compared to the Three Month Period Ended June 30, 2019

	For the Three Months Ended
	June 30,
	2020			2019			Change			%
Revenues - related party	$	-		$	21,760		$	(21,760	)	(100%)
Revenues - unrelated party		52,520			-			52,520			100	%
Cost of revenue		(46,520	)		(16,000	)		(30,520	)		191	%
Gross Profit		6,001			5,760			241			4	%
General and administrative expenses		(143,607	)		(27,381	)		(116,226	)		424	%
Professional fees		(26,838	)		(41,308	)		14,470		(35		)%
Interest income		-			17			(17	)	(100		)%
Net loss	$	(164,445	)	$	(62,912	)	$	(101,533	)		161	%

Revenue

For the three months ended June 30, 2020, we generated revenue of $52,520 from our sales of fashion and wellness products and surgical masks via our e-commerce platform compared with $21,760 for the same period in 2019 from computer consulting services provided to a client. The increase was mainly attributed to greater amount of sales of products compared with the computer consulting services provided.

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Cost of Revenue

For the three months ended June 30, 2020, we have cost of revenue of $46,520, compared with $16,000 for the same period in 2019. The increase was mainly attributed to greater purchase cost of products for sales compared with the cost of providing computer consulting services.

Operating Expenses

Total operating expenses for the three months ended June 30, 2020 were $170,445, an increase of $101,756, compared to $68,689 for the same period in 2019. The increase was primarily due to the increase in salaries.

Net Loss

The net loss for the three months ended June 30, 2020 was $164,445, an increase of $101,533, compared to $62,912 for the same period of 2019. The increase was primarily the result of the increase in operating expenses.

Six Month Period Ended June 30, 2020 Compared to the Six Month Period Ended June 30, 2019

	For the Six Months Ended
	June 30,
	2020			2019			Change			%
Revenues - related party	$	-		$	43,419		$	(43,419	)	(100%)
Revenues - unrelated party		95,885			-			95,885			100	%
Cost of revenue		(68,307	)		(31,938	)		(36,369	)		114	%
Gross Profit		27,579			11,481			16,098			140	%
General and administrative expenses		(400,543	)		(69,470	)		(331,073	)		477	%
Professional fees		(57,755	)		(60,478	)		2,723		(5		)%
Interest income		-			32			(32	)	(100		)%
Net loss	$	(430,719	)	$	(118,435	)	$	(312,284	)		264	%

Revenue

For the six months ended June 30, 2020, we generated revenue of $95,885 from our sales of fashion and wellness products and surgical masks via our e-commerce platform compared with $43,419 for the same period in 2019 from computer consulting services provided to a client. The increase was mainly attributed to greater amount of sales of products compared with the computer consulting services provided.

Cost of Revenue

For the six months ended June 30, 2020, we have cost of revenue of $68,307, compared with $31,938 for the same period in 2019. The increase was mainly attributed to greater purchase cost of products for sales compared with the cost of providing computer consulting services.

Operating Expenses

Total operating expenses for the six months ended June 30, 2020 were $458,298, an increase of $328,350, compared to the six months ended June 30, 2019 when total operating expenses were $129,948. The increase was primarily due to the increase in salaries.

Net Loss

The net loss for the six months ended June 30, 2020 was $430,719, an increase of $312,284, compared to the six months ended June 30, 2019 when the net loss was $118,435. The increase was primarily the result of the increase in operating expenses.

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Liquidity and Capital Resources

	June 30,			December 31,
	2020			2019			Change			%
Cash	$	42,153		$	22,339		$	19,814			89	%
Total assets	$	361,881		$	188,166		$	173,715			92	%
Total liabilities	$	2,086,897		$	1,482,463		$	604,434			41	%
Stockholders’ equity	$	(1,725,016	)	$	(1,294,297	)	$	(430,719	)		33	%

	June 30,			December 31,
	2020			2019			Change			%
Current assets	$	361,881		$	188,166		$	173,715			92	%
Current liabilities	$	2,086,897		$	1,482,463		$	604,434			41	%
Working capital deficiency	$	(1,725,016	)	$	(1,294,297	)	$	(430,720	)		33	%

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of June 30, 2020, we had a working capital deficit of $1,725,016, an increase of $430,720 from our working capital deficit of $1,294,297 at December 31, 2019. The increase in the deficit is primarily a result of an increase in accounts payable and accrued liabilities and due to related parties, partially offset by an increase in cash and cash equivalent, accounts receivable, prepaid expenses and deposits and inventories. As of June 30, 2020, our total assets were $361,881 compared to $188,166 in total assets at December 31, 2019. Total assets as of June 30, 2020 were comprised of $42,153 in cash and cash equivalents, $38,462 in accounts receivable, $153,061 in prepaid expenses and deposits and $128,205 in inventories, while as at December 31, 2019 total assets were comprised $22,339 in cash, $135,112 in prepaid expenses and deposits and $30,715 in inventories. As of June 30, 2020, our current liabilities were $2,086,897 comprised of $1,738,621 due to related parties and $348,276 for accounts payable and accrued liabilities. As of December 31, 2019, our current liabilities were $1,482,463 comprised of $1,187,828 due to related parties and $294,635 in accounts payable and accrued liabilities.

	For the Six Months Ended
	June 30,
	2020			2019			Change			%
Cash used in operating activities	$	(530,979	)	$	(131,310	)	$	(399,669	)		304	%
Cash provided by financing activities		550,793			79,439			471,354			593	%
Effects on changes in foreign exchange rate		-			884			(884	)	(100		)%
Net change in cash and cash equivalents	$	19,814		$	(50,987	)	$	70,801		(139		)%

Cash Flows Used in Operating Activities

Net cash used in operating activities for the six month period ended June 30, 2020 was $530,979, compared to $131,310 for the six month period ended June 30, 2019. The increase of $399,669 was primarily a result of an increase in net loss and accounts receiable, prepaid expenses and deposits and inventories, partially offset by the increase in accounts payable and accrued liabilities, during the period.

Cash Flows From Financing Activities

We have financed our operations primarily with advances from shareholders. Net cash provided by financing activities was $550,793 during the six month period ended June 30, 2020 compared to $79,439 in the six month period ended June 30, 2019. The increase in cash provided by financing activities was primarily a result of an increase in advances from shareholders.

19

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.

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.

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.

20

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 June 30, 2020 of $2,063,705, a net loss for the six months ended June 30, 2020 of $430,719 and net cash used in operating activities for the six months ended June 30, 2020 of $530,979. 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, 2019 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.

The Company’s controlling shareholder and Chief Executive Officer, Joseph Ho has provided a personal guarantee of loan in writing that he would provide to the Company of up to $1.0 million for investment and working capital purposes. The Company believes this guarantee should be considered a material event in executing its overall plan described in the foregoing.

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.

21

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 June 30, 2020. 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 June 30, 2020 due to the following material weaknesses and significant deficiencies:

• Material Weakness - The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements.

• Significant Deficiencies - Inadequate segregation of duties.

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 June 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

22

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

Exhibit No.	Description
31.1*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2*	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1**	Section 1350 Certification of Chief Executive Officer
32.2**	Section 1350 Certification of Chief Financial Officer

101.INS*	XBRL INSTANCE DOCUMENT
101.SCH*	XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

_____________

* 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.

	UNION BRIDGE HOLDINGS LIMITED
Dated: July 31, 2020	By:	/s/ Joseph Ho
	Name:	Joseph Ho
	Title:	Chief Executive Officer
Dated: July 31, 2020	By:	/s/ Kenny Chow
	Name:	Kenny Chow
	Title:	Chief Financial Officer

25

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, Joseph Ho, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 of Union Bridge Holdings Limited;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2020	By:	/s/ Joseph Ho
		Joseph Ho
		Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, Kenny Chow, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 of Union Bridge Holdings Limited;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2020	By:	/s/ Kenny Chow
		Kenny Chow
		Chief Financial Officer (Principal Accounting and Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Union Bridge Holdings Limited (the “Company”) for the quarterly period ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph Ho, Chief Executive Officer of the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 31, 2020	By:	/s/ Joseph Ho
		Joseph Ho
		Chief Executive Officer (Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Union Bridge Holdings Limited (the “Company”) for the quarterly period ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenny Chow, Chief Financial Officer of the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 31, 2020	By:	/s/ Kenny Chow
		Kenny Chow
		Chief Financial Officer (Principal Accounting and Financial Officer)

XML

Cover - shares	6 Months Ended
	Jun. 30, 2020	Jul. 31, 2020
Cover [Abstract]
Entity Registrant Name	Union Bridge Holdings Limited
Entity Central Index Key	0001621199
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		241,146,887
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-55731
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	32-0440076
Entity Address Address Line 1	Suite 4801, 48/F, Central Plaza, 18
Entity Address Address Line 2	Harbour Road,
Entity Address City Or Town	Wan Chai,
Entity Address Country	HK
Entity Address Postal Zip Code	00000
City Area Code	852
Local Phone Number	2468 3103
Entity Interactive Data Current	Yes

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Current Assets
Cash and cash equivalent	$ 42,153	$ 22,339
Accounts receivable	38,462	0
Prepaid expenses and deposits	153,061	135,112
Inventories	128,205	30,715
Total Current Assets	361,881	188,166
TOTAL ASSETS	361,881	188,166
Current Liabilities
Accounts payable and accrued liabilities	271,912	243,777
Accounts payable and accrued liabilities - Related parties	76,364	50,858
Due to related parties	1,738,621	1,187,828
Total Current Liabilities	2,086,897	1,482,463
Total Liabilities	2,086,897	1,482,463
Stockholders' Deficit
Preferred stock, $0.001 par value, 20,000,000 shares authorized; No shares issued and outstanding	0	0
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 241,146,887 shares issued and outstanding	241,147	241,147
Additional paid in capital	97,542	97,542
Accumulated deficit	(2,063,705)	(1,632,986)
Total Stockholders' Deficit	(1,725,016)	(1,294,297)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 361,881	$ 188,166

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2020	Dec. 31, 2019
CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	241,146,887	24,146,887
Common stock, shares outstanding	241,146,887	24,146,887

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)
Revenues - related party	$ 0	$ 21,760	$ 0	$ 43,419
Revenues - unrelated party	52,520	0	95,885	0
Cost of Revenue	(46,520)	(16,000)	(68,307)	(31,938)
Gross profit	6,000	5,760	27,578	11,481
Operating Expenses
General and administrative expenses	143,607	27,381	400,543	69,470
Professional fees	26,838	41,308	57,755	60,478
Total operating expenses	170,445	68,689	458,298	129,948
Loss from operations	(164,445)	(62,929)	(430,719)	(118,467)
Other income
Interest income	0	17	0	32
Total other income	0	17	0	32
Net loss	(164,445)	(62,912)	(430,719)	(118,435)
Other comprehensive income /(loss)
Foreign currency translation	0	1,418	0	884
Total comprehensive loss	$ (164,445)	$ (61,494)	$ (430,719)	$ (117,551)
Basic and dilutive loss per common share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average number of common shares outstanding - basic and diluted	241,146,887	53,600,000	241,146,887	53,600,000

XML

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($)	Total	Common Stock	Additional Paid In Capital	Accumulated Deficit	Accumulated other comprehensive income (loss)
Balance, shares at Dec. 31, 2018		53,600,000
Balance, amount at Dec. 31, 2018	$ (484,912)	$ 53,600	$ 0	$ (538,429)	$ (83)
Net loss	(118,435)	0	0	(118,435)	0
Foreign currency translation gain	884	$ 0		0	884
Balance, shares at Jun. 30, 2019		53,600,000
Balance, amount at Jun. 30, 2019	(602,463)	$ 53,600	0	(656,864)	801
Balance, shares at Mar. 31, 2019		53,600,000
Balance, amount at Mar. 31, 2019	(540,969)	$ 53,600	0	(593,952)	(617)
Net loss	(62,912)	0	0	(62,912)	0
Foreign currency translation gain	1,418	$ 0		0	1,418
Balance, shares at Jun. 30, 2019		53,600,000
Balance, amount at Jun. 30, 2019	(602,463)	$ 53,600	0	(656,864)	801
Balance, shares at Dec. 31, 2019		241,146,887
Balance, amount at Dec. 31, 2019	(1,294,297)	$ 241,147	97,542	(1,632,986)	0
Net loss	(430,719)	$ 0	0	(430,719)	0
Balance, shares at Jun. 30, 2020		241,146,887
Balance, amount at Jun. 30, 2020	(1,725,016)	$ 241,147	97,542	(2,063,705)	0
Balance, shares at Mar. 31, 2020		241,146,887
Balance, amount at Mar. 31, 2020	(1,560,571)	$ 241,147	97,542	(1,899,260)	0
Net loss	(164,445)	$ 0	0	(164,445)	0
Balance, shares at Jun. 30, 2020		241,146,887
Balance, amount at Jun. 30, 2020	$ (1,725,016)	$ 241,147	$ 97,542	$ (2,063,705)	$ 0

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (430,719)	$ (118,435)
Changes in operating assets and liabilities:
Accounts receivable	(38,462)	0
Prepaid expenses and deposits	(17,949)	26,749
Inventory	(97,490)	0
Accounts payable and accrued liabilities	28,135	(39,624)
Accounts payable and accrued liabilities - Related parties	25,506	0
Net Cash Used in Operating Activities	(530,979)	(131,310)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties	570,024	79,439
Repayment to related parties	(19,231)	0
Net Cash Provided By Financing Activities	550,793	79,439
Effects on changes in foreign exchange rate	0	884
Net change in cash and cash equivalents	19,814	(50,987)
Cash and cash equivalents, beginning of period	22,339	97,870
Cash and cash equivalents, end of period	42,153	46,883
Supplemental cash flow information
Interest received	0	32
Interest paid	0	0
Income taxes paid	0	0
Non-cash investing and financing transactions:
Operating expenses paid by related parties	$ 550,793	$ 0

XML

ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN

6 Months Ended

Jun. 30, 2020

ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN

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

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’s principal business activities are as described below in “Recent Developments”.

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 December 31, 2019, UC is 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.

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.

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-805-50-30-5, 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.

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 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 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 $430,719 for the period ended June 30, 2020. As of June 30, 2020, the Company had an accumulated deficit of $2,063,705, working capital deficit of $1,725,016, and stockholders’ deficit of $1,725,016; its net cash used in operating activities for period ended June 30, 2020 was $530,979.

These factors raise substantial doubt on the Company's ability to continue as a going concern. The accompanying 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.

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.

XML

SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2020

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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 (“U.S. GAAP”) 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.

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 unaudited 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 consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2019, as filed with the SEC on March 10, 2020.

Basis of Consolidation

These financial statements include the accounts of the Company and its wholly-owned subsidiaries: First Channel Limited (“FC”), UB, PC, WH, UC, Conperin, Circle BVI, Circle HK and Circle 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 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 period

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

	June 30,		December 31,
	2020		2019
Spot RMB: USD exchange rate	$	N/A	$	0.1436
Average RMB: USD exchange rate	$	N/A	$	0.1448
Spot HKD: USD exchange rate	$	0.1280	$	0.1280
Average HKD: USD exchange rate	$	0.1280	$	0.1280

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:

• Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

• Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and 

• Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

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 June 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 June 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 adopts 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 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.

XML

BUSINESS COMBINATION

6 Months Ended

Jun. 30, 2020

BUSINESS COMBINATION

NOTE 3 - BUSINESS COMBINATION

NOTE 3 – BUSINESS COMBINATION

The assets, liabilities and net asset value of Conperin and its subsidiaries as of the date of beginning of common control is as follow:

	March 12,
	2019
ASSETS	$	-
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	8,334
Due to related parties		28,934
Total Current Liabilities		37,268
TOTAL LIABILITIES		37,268
NET LIABILITIES	$	(37,268	)

XML

ACCOUNTS RECEIVABLE

6 Months Ended

Jun. 30, 2020

ACCOUNTS RECEIVABLE

NOTE 4 - ACCOUNTS RECEIVABLE

NOTE 4 – ACCOUNTS RECEIVABLE

The Company has performed an analysis on all of its accounts receivable and determined that all amounts are collectible by the Company. As such, all accounts receivable are reflected as a current asset and no allowance for bad debt has been recorded as of June 30, 2020 and December 31, 2019. As at June 30, 2020 and December 31, 2019, the Company had accounts receivable of $38,462 and $0, respectively.

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PREPAID EXPENSES AND DEPOSITS

6 Months Ended

Jun. 30, 2020

PREPAID EXPENSES AND DEPOSITS

NOTE 5 - PREPAID EXPENSES AND DEPOSITS

NOTE 5 – PREPAID EXPENSES AND DEPOSITS

	June 30,		December 31,
	2020		2019
Prepaid expenses	$	12,000	$	12,000
Deposits for platform design		129,795		111,846
Sundry deposits		11,266		11,266
	$	153,061	$	135,112

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INVENTORIES

6 Months Ended

Jun. 30, 2020

INVENTORIES

NOTE 6 - INVENTORIES

NOTE 6 – INVENTORIES

$9,831 and $118,374 of the inventories of $128,205 as of June 30, 2020 is finished clothing goods and finished surgical masks, respectively. There are no inventory write-offs made as of June 30, 2020.

All of the inventories of $30,715 as of December 31, 2019 is finished clothing goods. There are no inventory write-offs made as of December 31, 2019.

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

6 Months Ended

Jun. 30, 2020

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30,		December 31,
	2020		2019
Accounts payable	$	-	$	55,015
Accrued charges		348,276		239,620
	$	348,276	$	294,635

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RELATED-PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2020

RELATED-PARTY TRANSACTIONS

NOTE 8 - RELATED-PARTY TRANSACTIONS

NOTE 8 - RELATED-PARTY TRANSACTIONS

For the periods ended June 30, 2020 and 2019, the Company received advances of $570,024 and $79,439 from the Company’s director, who is also our CEO and majority shareholder, and Union Glory Gold Holdings Limited (“Union Glory”), a Company controlled by our CEO, and repaid $19,231 and $0, respectively.

As of June 30, 2020 and December 31, 2019, the balances owed to the related parties totaled $1,738,621 and $1,187,828, respectively.

For the periods ended June 30, 2020 and 2019, the Company has provided computer services to Union Glory Gold Holdings Limited and earned a service income of $0 and $43,419, respectively. Union Glory Gold Holdings Limited is under the control by the major shareholder 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. Among the 187,546,887 new common shares, 131,282,821 shares were issued to our CEO and Director of the Company, and 56,264,066 shares were issued to a Director of the Company.

On November 6, 2019, the Company disposed of UB Trading, Sino Silver Qianhai and Sino Silver Beijing to unrelated parties at no consideration. On December 17, 2019, the Company disposed of Sino Silver Zhuhai to unrelated parties at no consideration. The Company’s director, who is also our CEO and majority shareholder, and Union Glory Gold Holdings Limited have agreed not to require the Company to repay the amounts due to them by the disposed subsidiaries and the Company recorded debt forgiveness of $97,542 as additional paid in capital. Loss on disposal of the subsidiaries have been charged to the consolidated statements of operations and comprehensive loss.

The Company’s principal executive offices are located in Hong Kong. The office premises were provided by Company’s controlled by our CEO 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.

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STOCKHOLDERS' DEFICIT

6 Months Ended

Jun. 30, 2020

STOCKHOLDERS' DEFICIT

NOTE 9 - STOCKHOLDERS' DEFICIT

NOTE 9 - STOCKHOLDERS’ DEFICIT

The Company is authorized to issue up to 1,000,000,000 shares of Common Stock, par value $0.001 per share, and 20,000,000 of Preferred Stock, par value $0.001 per share.

Common stock

During the period ended June 30, 2020, the Company has issued no Common Stock.

As of June 30, 2020 and December 31, 2019, 241,146,887 shares of Common Stock were issued and outstanding.

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CONCENTRATION RISK

6 Months Ended

Jun. 30, 2020

CONCENTRATION RISK

NOTE 10 - CONCENTRATION RISK

NOTE 10 – CONCENTRATION RISK

As of June 30, 2020, 100% of the accounts receivable of $38,462 was due from a single client, who is unrelated to the Company.

During the period ended June 30, 2020, 99% of the revenue of $95,885 was received from three clients, who are unrelated to the Company.

During the period ended June 30, 2019, 100% of the revenue of $43,419 was received from a single client, who is a related party to the Company (Note 8).

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SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2020

SUBSEQUENT EVENTS

NOTE 11 - SUBSEQUENT EVENTS

NOTE 11 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2020, up through the date the Company issued the financial statements. During the period, the Company did not have any material recognizable subsequent events. 

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2020

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 (“U.S. GAAP”) 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.

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 unaudited 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 consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2019, as filed with the SEC on March 10, 2020.

Basis of Consolidation

These financial statements include the accounts of the Company and its wholly-owned subsidiaries: First Channel Limited (“FC”), UB, PC, WH, UC, Conperin, Circle BVI, Circle HK and Circle 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 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 period

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

	June 30,		December 31,
	2020		2019
Spot RMB: USD exchange rate	$	N/A	$	0.1436
Average RMB: USD exchange rate	$	N/A	$	0.1448
Spot HKD: USD exchange rate	$	0.1280	$	0.1280
Average HKD: USD exchange rate	$	0.1280	$	0.1280

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.

Prepaid expenses

The Company makes 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:

• Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

• Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and 

• Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

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 June 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 June 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 adopts 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 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.

Reclassification

Certain amounts in the comparative financial statements have been reclassified to conform with the presentation of the financial statements of the current period.

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SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2020

SIGNIFICANT ACCOUNTING POLICIES

Schedule accumulated other comprehensive income in shareholders' equity

	June 30,		December 31,
	2020		2019
Spot RMB: USD exchange rate	$	N/A	$	0.1436
Average RMB: USD exchange rate	$	N/A	$	0.1448
Spot HKD: USD exchange rate	$	0.1280	$	0.1280
Average HKD: USD exchange rate	$	0.1280	$	0.1280

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BUSINESS COMBINATION (Tables)

6 Months Ended

Jun. 30, 2020

BUSINESS COMBINATION

Schedule of business combination

	March 12,
	2019
ASSETS	$	-
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	8,334
Due to related parties		28,934
Total Current Liabilities		37,268
TOTAL LIABILITIES		37,268
NET LIABILITIES	$	(37,268	)

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PREPAID EXPENSES AND DEPOSITS (Tables)

6 Months Ended

Jun. 30, 2020

PREPAID EXPENSES AND DEPOSITS

Schedule of prepaid expenses and deposits

	June 30,		December 31,
	2020		2019
Prepaid expenses	$	12,000	$	12,000
Deposits for platform design		129,795		111,846
Sundry deposits		11,266		11,266
	$	153,061	$	135,112

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2020

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Schedule of accounts payable and accrued liabilities

	June 30,		December 31,
	2020		2019
Accounts payable	$	-	$	55,015
Accrued charges		348,276		239,620
	$	348,276	$	294,635

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ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Sep. 24, 2019	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2018
Net loss		$ (164,445)	$ (62,912)	$ (430,719)	$ (118,435)
Accumulated deficit		(2,063,705)		(2,063,705)			$ (1,632,986)
Working capital deficit		(1,725,016)		(1,725,016)
Stockholders deficit		(1,725,016)	$ (602,463)	(1,725,016)	$ (602,463)	$ (1,560,571)	$ (1,294,297)	$ (540,969)	$ (484,912)
Cash flows used in operating activities				(530,979)
Shareholder and chief executive officer guaranty of loan for investment and working capital		$ 1		$ 1
Common stock, shares issued		241,146,887		241,146,887			24,146,887
Common stock, shares outstanding		241,146,887		241,146,887			24,146,887
Conperin Group Inc. [Member]
Common stock, shares issued	2,500,000
Common stock, shares outstanding	2,500,000
Conperin Group Inc. [Member] | Share Exchange Agreement [Member]
Common stock issued during period	187,546,887

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SIGNIFICANT ACCOUNTING POLICIES (Details)	Jun. 30, 2020	Dec. 31, 2019
SIGNIFICANT ACCOUNTING POLICIES
Spot RMB: USD exchange rate		0.1436
Average RMB: USD exchange rate		0.1448
Spot HKD: USD exchange rate	0.1280	0.1280
Average HKD: USD exchange rate	0.1280	0.1280

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SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Jun. 30, 2020	Dec. 31, 2019
SIGNIFICANT ACCOUNTING POLICIES
Average HKD: USD exchange rate	0.1280	0.1280

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BUSINESS COMBINATION (Details)	Mar. 12, 2019 USD ($)
BUSINESS COMBINATION
ASSETS	$ 0
Current Liabilities
Accounts payable and accrued liabilities	8,334
Due to related parties	28,934
Total Current Liabilities	37,268
TOTAL LIABILITIES	37,268
NET LIABILITIES	$ (37,268)

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ACCOUNTS RECEIVABLE (Details Narrative) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
BUSINESS COMBINATION
Accounts receivable	$ 38,462	$ 0

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PREPAID EXPENSES AND DEPOSITS (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
PREPAID EXPENSES AND DEPOSITS
Prepaid expenses	$ 12,000	$ 12,000
Deposits for platform design	129,795	111,846
Sundry deposits	11,266	11,266
Total prepaid expense	$ 153,061	$ 135,112

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INVENTORIES (Details Narrative) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Inventories	$ 128,205	$ 30,715
Surgical Masks [Member]
Finished Goods	118,374
Clothing Goods [Member]
Finished Goods	$ 9,831	$ 30,715

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable	$ 0	$ 55,015
Accrued charges	348,276	239,620
Total Accounts payable and accrued liabilities	$ 348,276	$ 294,635

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RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended
	Dec. 17, 2019	Sep. 24, 2019	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Due to related parties			$ 1,738,621		$ 1,738,621		$ 1,187,828
Revenue from Related Parties			$ 0	$ 21,760	0	$ 43,419
Debt forgiveness by related parties	$ 97,542
Proceeds from related party					570,024	79,439
Repayment to related parties					$ 19,231	0
Common stock, shares issued			241,146,887		241,146,887		24,146,887
Common stock, shares outstanding			241,146,887		241,146,887		24,146,887
Conperin Group Inc. [Member]
Common stock, shares issued		2,500,000
Common stock, shares outstanding		2,500,000
Conperin Group Inc. [Member] | Share Exchange Agreement [Member]
Common stock issued during period		187,546,887
Director [Member]
Proceeds from related party					$ 570,024	79,439
Repayment to related parties					$ 19,231	$ 0
Director [Member] | Share Exchange Agreement [Member]
Common stock issued during period		56,264,066
Chief Executive Officer [Member] | Share Exchange Agreement [Member]
Common stock issued during period		131,282,821

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STOCKHOLDERS' DEFICIT (Details Narrative) - $ / shares	Jun. 30, 2020	Dec. 31, 2019
STOCKHOLDERS' DEFICIT
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares issued	241,146,887	24,146,887
Common stock, shares outstanding	241,146,887	24,146,887

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CONCENTRATION RISK (Details Narratives) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Revenue	$ 52,520	$ 0	$ 95,885	$ 0
Accounts Receivable [Member]
Concentration risk, revenue, percentage			10000.00%
Accounts receivable	$ 38,462		$ 38,462
Revenues [Member]
Concentration risk, revenue, percentage			9900.00%	10000.00%
Revenue			$ 95,885	$ 43,419