10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended September 30, 2019

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 333-208978

United Royale Holdings Corp.

(Exact name of registrant issuer as specified in its charter)

Nevada	98-1253258
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

RM 405, 4/F, Energy Plaza, 92 Granville Road
Tsim Sha Tsui, Kowloon, Hong Kong

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code (852) 2733 6100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES [X] NO [  ]

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit such files).

YES [  ] NO [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer [  ]	Accelerated Filer [  ]	Non-accelerated Filer [  ]	Smaller reporting company [X]
			Emerging growth company [X]

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 Exchange Act). Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [  ] No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at November 12, 2019
Common Stock, $.0001 par value	141,965,520

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
	Condensed Consolidated Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018	F-1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Nine months Ended September 30, 2019 and 2018 (unaudited)	F-2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine months Ended September 30, 2019 and 2018 (unaudited)	F-3
	Condensed Consolidated Statements of Cash Flows for the Nine months Ended September 30, 2019 and 2018 (unaudited)	F-4
	Notes to the Condensed Consolidated Financial Statements (unaudited)	F-5 – F-11
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3-4
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5
ITEM 4.	CONTROLS AND PROCEDURES	5
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	6
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	6
ITEM 4	MINE SAFETY DISCLOSURES	6
ITEM 5	OTHER INFORMATION	6
ITEM 6	EXHIBITS	6
SIGNATURES		7

-2- 

PART I — FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNITED ROYALE HOLDINGS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2019 AND DECEMBER 31, 2018

(Currency expressed in United States Dollars (“US$”), except for number of share)

	As of September 30, 2019			As of December 31, 2018
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Nil at September 30, 2019; including $6,394 of restricted cash at December 31, 2018)	$	62,178		$	261,930
Prepaid expenses		14,025			13,931
TOTAL CURRENT ASSETS	$	76,203		$	275,861
NON-CURRENT ASSETS
Plant and equipment, net		2,342			3,468
Biological assets		36,011			28,697
Operating lease right-of-use assets, net		19,859			-
TOTAL ASSETS	$	134,415		$	308,026
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accrued liabilities	$	6,874		$	27,790
Due to director		78,149			66,355
Operating lease liabilities, current portion		3,094			-
TOTAL CURRENT LIABILITIES	$	88,117		$	94,145
NON-CURRENT LIABILITIES
Operating lease liabilities, net of current portion		16,765			-
TOTAL LIABILITIES	$	104,882		$	94,145
STOCKHOLDERS’ EQUITY
Preferred stock – Par value $0.0001; Authorized: 200,000,000 None issued and outstanding		-			-
Common stock – Par value $ 0.0001; Authorized: 600,000,000 Issued and outstanding: 141,965,520 shares as of September 30, 2019 and December 31, 2018		14,197			14,197
Additional paid-in capital		650,712			650,712
Accumulated other comprehensive loss		(333	)		(460	)
Accumulated deficit		(635,043	)		(450,568	)
TOTAL STOCKHOLDERS’ EQUITY		29,533			213,881
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	134,415		$	308,026

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-1

UNITED ROYALE HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2019			2018 (1)			2019			2018 (1)
REVENUE	$	-			-		$	-			-
COST OF REVENUE	$	-			-		$	-			-
GROSS PROFIT	$	-			-		$	-			-
OPERATING EXPENSES:
General and administrative	$	(67,730	)		(39,058	)	$	(184,824	)		(114,347	)
LOSS FROM OPERATIONS	$	(67,730	)		(39,058	)	$	(184,824	)		(114,347	)
OTHER EXPENSE
Other income (expense), net		1			(14	)		349			46
LOSS BEFORE INCOME TAX		(67,729	)		(39,072	)		(184,475	)		(114,301	)
INCOME TAX EXPENSE		-			-			-			-
NET LOSS	$	(67,729	)		(39,072	)	$	(184,475	)		(114,301	)
Other comprehensive loss:
- Foreign currency translation income (loss)		156			345			128			313
COMPREHENSIVE LOSS		(67,573	)		(38,727	)		(184,347	)		(113,998	)
NET LOSS PER SHARE, BASIC AND DILUTED	$	(0.00	)		(0.00	)	$	(0.00	)		(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		141,965,520			141,965,520			141,965,520			141,965,520

(1) The prior year comparative information has been retrospectively stated due to the common control acquisition on September 30, 2018.

See accompanying notes to the unaudited condensed consolidated financial statements.

F-2

UNITED ROYALE HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Nine months ended September 30, 2019 (Unaudited)

	COMMON STOCK				ADDITIONAL		ACCUMULATED OTHER						TOTAL
	Number of Shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE LOSS			ACCUMULATED DEFICIT			STOCKHOLDERS’ EQUITY
Balance as of December 31, 2018 (audited)		141,965,520	$	14,197	$	650,712	$	(460	)	$	(450,568	)	$	213,881
Net loss		-		-		-		-			(50,187	)		(50,187	)
Foreign currency translation		-		-		-		(119	)		-			(119	)
Balance as of March 31, 2019 (Unaudited)		141,965,520	$	14,197	$	650,712	$	(579	)	$	(500,755	)	$	163,575
Net loss		-		-		-		-			(66,559	)		(66,559	)
Foreign currency translation		-		-		-		90			-			90
Balance as of June 30, 2019 (Unaudited)		141,965,520	$	14,197	$	650,712	$	(489	)	$	(567,314	)	$	97,106
Net loss		-		-		-		-			(67,729	)		(67,729	)
Foreign currency translation		-		-		-		156			-			156
Balance as of September 30, 2019 (Unaudited)		141,965,520	$	14,197	$	650,712	$	(333	)	$	(635,043	)	$	29,533

Nine months ended September 30, 2018 (Unaudited)

	COMMON STOCK				ADDITIONAL		ACCUMULATED OTHER						TOTAL
	Number of Shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE LOSS			ACCUMULATED DEFICIT			STOCKHOLDERS’ EQUITY
Balance as of December 31, 2017 (audited)		141,965,520	$	14,197	$	643,448	$	(739	)	$	(252,091	)	$	404,815
Net loss		-		-		-		-			(44,580	)		(44,580	)
Foreign currency translation		-		-		-		(696	)		-			(696	)
Balance as of March 31, 2018 (unaudited) (1)		141,965,520	$	14,197	$	643,448	$	(1,435	)	$	(296,671	)	$	359,539
Net loss		-		-		-		-			(30,649	)		(30,649	)
Foreign currency translation		-		-		-		663			-			663
Balance as of June 30, 2018 (unaudited) (1)		141,965,520	$	14,197	$	643,448	$	(772	)	$	(327,320	)	$	329,553
Capital Contribution		-		-		7,246		-			-			7,246
Net loss		-		-		-		-			(39,072	)		(39,072	)
Foreign currency translation		-		-		-		346			-			346
Balance as of September 30, 2018 (Unaudited)		141,965,520	$	14,197	$	650,694	$	(426	)	$	(366,392	)	$	298,073

(1) The prior year comparative information has been retrospectively stated due to the common control acquisition on September 30, 2018.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

UNITED ROYALE HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	For the nine months ended September 30, 2019			For the nine months ended September 30, 2018 (1)
		(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(184,475	)	$	(114,301	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expenses		2,597			1,211
Increase in lease liabilities		(1,491	)		-
Changes in operating assets and liabilities:
Decrease in accrued liabilities		(20,892	)		(2,614	)
Increase in prepaid expenses		(104	)		(1,159	)
Net cash flows used in operating activities		(204,365	)		(116,863	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of biological assets		(8,076	)		(9,557	)
Purchase of plant and equipment		-			(68	)
Net cash flows used in investing activities		(8,076	)		(9,625	)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital Contribution		-			7,247
Advance from directors		12,734			16,918
Net cash provided by financing activities		12,734			24,165
Effect of exchange rate changes in cash and cash equivalents		(45	)		313
Net changes in cash and cash equivalents		(199,752	)		(102,010	)
Cash and cash equivalents, beginning of period		261,930			448,684
CASH AND CASH EQUIVALENTS, END OF YEAR/PERIOD	$	62,178		$	346,674
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES
Initial recognition of operating lease right-of-use assets and operating lease obligations upon adoption of ASC Topic 842	$	21,330		$	-

(1) The prior year comparative information has been retrospectively stated due to the common control acquisition on September 30, 2018.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

UNITED ROYALE HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 (UNAUDITED)AND DECEMBER 31, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the balance sheet as of September 30, 2019 which has been derived from unaudited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended September 30, 2019 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2019 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Form 10-K for the year ended December 31, 2018.

2. DESCRIPTION OF BUSINESS AND ORGANIZATION

United Royale Holdings Corp., formerly known as Bosy Holdings Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on June 23, 2015. We intend to offer planting and cultivation services to land owners in regards to the planting and cultivation of Aquilaria Subintegra & Aquilaria Sinensis trees. We also intend to provide services relating to the extraction of Agarwood from such trees through a process known as “inoculation.”

On September 30, 2018, the Company and Mr. CHEN Zheru, representing the sole shareholder of IV Enterprises Development Limited, a Seychelles corporation (“IVED”), entered into a Sale and Purchase Agreement, pursuant to which the Company acquired 100% (one hundred percent) of the shareholding of IVED. IVED provides tree nurseries, including planting, cultivation and inoculation services through its wholly-owned subsidiary, Oudh Tech Sdn Bhd, in Malaysia. The acquisition is completed on September 30, 2018.

Mr. CHEN Zheru is the common director and major shareholder of the Company and IVED. As a result of this common ownership and in accordance with the FASB Accounting Standards Codification Section 805 “Business Combination”, the transaction is being treated as a combination between entities under common control. The recognized assets and liabilities were transferred at their carrying amounts at the date of the transaction. The equity accounts of the combining entities are combined. Further, the companies will be combined retrospectively for prior year comparative information as if the transaction had occurred on January 1, 2017.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany transactions and balances were eliminated in consolidation.

F-5

Below is the organization chart of the Group.

Use of estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheet, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the nine months ended September 30, 2019, the Company incurred a net loss of $184,475 and used cash in operations of $204,365. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2018 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that we have raised, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Restricted cash represents cash restricted by Hang Seng Bank as the bank account was forced to close on October 5, 2018, and this amount of cash was held by Hang Seng Bank. The reason for forced closure was a long period dormant without account activity. On February 25, 2019, our management went to Hang Seng Bank in person to withdraw the money and deposited in HSBC Hong Kong respectively.

Our deposit is currently deposit in HSBC Hong Kong, and there is a Deposit Protection Scheme protects our eligible deposits held with bank in Hong Kong which is members of the Scheme. The scheme will pay us a compensation up to a limit of HKD500,000, which is equivalent to $64,102, if HSBC Hong Kong fails.

F-6

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:

Classification	Useful Life
Computer and Software	3 years
Equipment	10 years

The Company purchased 2 computers at the end of June 2017, and the computers has been subject to depreciation since the utilization in July 2017. Expenditures for maintenance and repairs will be expensed as incurred.

Biological Assets

Biological Assets of the Company comprise of agarwood sapling and plantation cost of agarwood.

Pursuant to ASC 905-360-25-2, biological Assets are planted and brought to production by the Company or on a contract basis. Saplings are usually purchased as nursery stock and transplanted into the farmland in the desired pattern. Cost of biological assets consists of accumulated planation development costs incurred from commencement of planting of seedlings up to maturity of the crop cultivated. Capitalization of planation development and other operating costs ceases upon commencement of commercial harvesting, which range from 7 to 9 years. Net proceeds from sales of products before commercial production begins shall be applied to the capitalized cost of the plants, trees, or vines.

Biological Assets is measured using average cost, and is measured at the lower of cost and net realizable value. When evidence exists that the net realizable value of biological Assets is lower than its cost, the difference shall be recognized as a loss in earnings in the period in which it occurs. Impairment loss may be required, for example, due to damage, physical deterioration, obsolescence, changes in price levels, or other causes.

Pursuant to ASC 905-360-35-4, when production in commercial quantities begins, the accumulated costs shall be depreciated over the estimated useful life of the particular farmland.

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. Hong Kong Dollars (“HK$”), which is the respective functional currencies for the Company as the deposit is currently kept in HSBC Hong Kong. In addition, the Company’s subsidiaries maintain their books and records in their respective local currency, which consists of the Hong Kong Dollars (“HK$”) and Malaysian Ringgit (“MYR”), which is also the respective functional currency of the subsidiaries.

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

	As of and for the nine months ended September 30,
	2019 (Unaudited)		2018 (Unaudited)
Period-end MYR : US$1 exchange rate		4.19		4.14
Period-average MYR : US$1 exchange rate		4.13		3.99
Period-end / average HK$ : US$1 exchange rate		7.75		7.75

F-7

Revenue recognition

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue From Contracts With Customers”, the Company recognizes revenue from sales of goods and services when the following five following steps are carried out: (1) Identify the contract; (2) Identify the performance obligations; (3) Determine the transaction price; (4) Allocate the transaction price; (5) Recognize revenue. For the nine months ended September 30, 2019, the Company had no revenue recorded, as a result, there was no effect on revenue by adopting ASC 606 starting from January 1, 2018.

Income taxes

The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income.

Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods.

F-8

Fair value of financial instruments

The carrying value of the Company’s financial instruments: cash and cash equivalents, prepayments, amount due to a director and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

The Company 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 : Observable inputs such as quoted prices in active markets;

● Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

● Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

Lease

Prior to January 1, 2019, the Company had not entered into formal lease agreement and the Company accounted for leases under ASC 840, Accounting for Leases. Effective July 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did not have a significant impact on our liquidity or on our compliance with our financial covenants associated with our loans. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of operating lease right-of-use assets of $21,330, lease liabilities for operating leases of $21,330, and a zero cumulative-effect adjustment to accumulated deficit. See Note 8 for further information regarding the impact of the adoption of ASC 842 on the Company’s financial statements.

Recent accounting pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard further requires new disclosures about contracts with customers, including the significant judgments the company has made when applying the guidance. We adopted the new standard effective January 1, 2018, using the modified retrospective transition method. We finalized our analysis and the adoption of this guidance will not have a material impact on our consolidated financial statements and our internal controls over financial reporting.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We adopted the new standard effective January 1, 2018, and do not expect the standard to have a material impact on our financial statements.

F-9

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. We adopted the new standard effective January 1, 2018 on a prospective basis. The new standard did not have a material impact on our consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We will adopt the new standard effective January 1, 2019 on a modified retrospective basis and will not restate comparative periods. We will elect the package of practical expedients permitted under the transition guidance, which allows us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We will also elect to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. There is no material impact on our remaining consolidated financial statements after applying this standard.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

4. PREPAID EXPENSES

The prepaid expenses as of September 30, 2019 included OTCQB annual fee of $3,000, deposit of $3,899 in transfer agent, deposit of $6,410 in the consulting service provider and $716 in our farmland provider, while the prepaid expenses as of December 31, 2018 included OTCQB annual fee of $12,000, deposit of $1,205 in the transfer agent and deposit of $726 in our farmland provider.

5. PLANT AND EQUIPMENT, NET

	As of September 30, 2019			As of December 31, 2018
		(Unaudited)
Computer and Software	$	3,878		$	3,878
Equipment		1,791			1,816
		5,669			5,694
Less: Accumulated Depreciation		(3,327	)		(2,226	)
Plant and equipment, net	$	2,342		$	3,468

The Company acquired computers and a software at $3,878 in 2017, and the accumulated depreciations as of September 30, 2019 and December 31, 2018 were $2,909 and $1,939 respectively.

The Company acquired Engine Pump at $1,791 in 2017. The accumulated depreciations as of September 30, 2019 and December 31, 2018 were $418 and $287 respectively.

The depreciation expense for September 30, 2019 and 2018 were $1,106 and $1,211 respectively.

6. BIOLOGICAL ASSETS

Biological Assets of the Company comprise of agarwood sapling and plantation cost of agarwood.

The Company acquired the agarwood sapling at MYR98,800 (approximately $23,587) in 2017. The accumulated planation development costs incurred from commencement of planting of seedlings up to September 30, 2019 and December 31, 2018 were $36,011 and $28,697 respectively.

7. AMOUNT DUE TO DIRECTOR

As of September 30, 2019, and December 31, 2018, our directors has loaned to the Company $78,149 and $66,355 as working capital, respectively. This loan is unsecured, non-interest bearing and due on demand. We performed the calculation of imputed interest and believed the imputed interest is not significant when compare to our balance sheet size and total expense, and as a result, we didn’t capture this figure into our financial statements.

F-10

8. OPEARTING LEASE

The Company has operating lease agreements for a farmland with remaining lease terms of 6 years. The Company does not have any other leases. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

This standard did not have a significant impact on our liquidity.

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

	Nine Months ended September 30, 2019
		(Unaudited)
Lease Cost
Operating lease cost (included in general and administrative expenses in the Company’s unaudited condensed statement of operations)	$	2,177
Other Information
Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2019	$	2,177
Remaining lease term – operating lease (in years)		5.5
Discount rate – operating lease		6.65	%

	As of September 30, 2019
		(Unaudited)
Operating lease
Right-of-use assets, net	$	19,859
Operating lease liabilities – current portion		3,094
Operating lease liabilities – non-current portion		16,765
Total operating lease liabilities	$	19,859

Maturity of the Company’s lease liabilities are as follows:

Year Ending	Operating Lease
2019 (remaining 3 months)	$	1,074
2020		4,297
2021		4,297
2022		4,297
2023		4,297
2024		4,297
2025 (first 3 months of the fiscal year)		1,076
Total lease payments	$	23,635
Less: Present value discount		(3,776	)
Present value of lease liabilities	$	19,859

Lease expenses were $1,088 and $2,177 during the three and nine months ended September 30, 2019, respectively, and there was no rent incurred during the three and nine months ended September 30, 2018, respectively.

9. STOCKHOLDERS’ EQUITY

As of September 30, 2019, and December 31, 2018, there were 141,965,520 and 141,965,520 shares of common stock issued and outstanding respectively.

There were no stock options, warrants or other potentially dilutive securities outstanding as of September 30, 2019.

F-11

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

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated April 9, 2019, for the year ended December 31, 2018 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form S-1. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K dated April 9, 2019, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

Company Overview

United Royale Holdings Corp. (the “Company”) was incorporated under the laws of the State of Nevada on June 23, 2015. United Royale Holdings Corp., is a developmental stage company that intends to offer planting and cultivation services to land owners in regards to the planting and cultivation of Aquilaria Subintegra & Aquilaria Sinensis trees. The company also intend to provide services relating to the extraction of Agarwood (Agarwood is extracted from those tree, about 10-15% wood of the tree can become Agarwood) from such trees, through the process of “fungal inoculation.”

We offer planting and cultivation services to land owners in regards to the planting and cultivation of Aquilaria Subintegra & Aquilaria Sinensis trees. We also intend to provide services relating to the extraction of Agarwood from such trees through a process known as “inoculation.”

On February 1, 2018, the majority of the directors and shareholders of the Company adopted the resolution to request a name change of the Company from “Bosy Holdings Corp.” to “United Royale Holdings Corp.”. The name change became effective with the State of Nevada on February 5, 2018. FINRA announced on February 14, 2018 that the new name of “United Royale Holdings Corp.” was be effective on February 15, 2018, and the new ticker symbol of “URYL” was effective on February 15, 2018.

On March 30, 2018, Mr. Teoh Kooi Sooi resigned from the President of the Company. And Mr. Teoh retained his position of Chief Executive Officer, treasurer, and director in the board. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Teoh Kooi Sooi has been the President of the Company since September 18, 2015.

On March 30, 2018, Mr. Chen Zheru resigned from the Secretary of the Company. And Mr. Chen will retain his position of director in the board. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Chen Zheru has been the Secretary of the Company since September 18, 2015.

On March 30, 2018, Ms. Jaya C Rajamanickam was appointed as the Company’s new President. Ms. Feliana Binti Johny was appointed as the Company’s new Secretary. The biographies for new officers of the Company was filed in the Form 8-K filed with SEC on March 30, 2018.

On September 30, 2018, the Company and Mr. CHEN Zheru, representing the sole shareholder of IV Enterprises Development Limited, a Seychelles corporation (“IVED”), entered into a Sale and Purchase Agreement, pursuant to which the Company acquired 100% (one hundred percent) of the shareholding of IVED. IVED provides tree nurseries, including planting, cultivation and inoculation services through its wholly-owned subsidiary, Oudh Tech Sdn Bhd, in Malaysia. The acquisition is completed on September 30, 2018.

On October 22, 2018, Mr. David Edwin Evans was appointed as the Company’s Chief Operating Officer. Mr. Liao Lin was appointed as the Company’s Chief Sales Officer. The biographies for new officers of the Company was filed in the Form 8-K filed with SEC on October 22, 2018.

On November 30, 2018, Mr. Chen Zheru resigned from the board of directors with the Company. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Chen Zheru has been the director of the Company since September 18, 2015. On the same day, Mr. Li Gongming was appointed as the Company’s new member of board of directors.

On December 5, 2018, as a result of a private transaction, 100% shareholding of Bosy Holdings Limited has been transferred from Mr. Chen Zheru to Mr. Li Gongming. The consideration paid for the transaction was $50,000. The source of the cash consideration for the transaction was personal funds of the Purchaser. Bosy Holdings Limited, a limited liability company incorporated in Seychelles, holds 78,415,100 shares of United Royale Holdings Corp. The Transaction resulted in the Purchaser acquiring a total of 55.235% of the issued and outstanding share capital of the Company on a fully-diluted basis, which caused a change in control of the Company. And Mr. Li owns 6,000,000 shares of the Company as of December 7, 2018, which constitutes a total shareholding of 59.461% of the Company.

On April 1, 2019, the Company entered into a six-year tenancy agreement with Halaman Girang Sdn Bhd, the landlord of the farmland, for renting Lot 4316, Batu 20, Jalan Segamat, 84900, Tangkak, Johor, Malaysia. The monthly rental payment is MYR1,500, equivalent to around $363. The tenancy period is valid from April 1, 2019 to March 31, 2025.

On April 1, 2019, the Company entered into an agarwood management agreement with Ms. Simone Yap Xin Wei for providing agarwood plantation management and farming operations in the farmland. The agreement is valid from April 1, 2019 to March 31, 2020, with monthly service fee of MYR2,640, equivalent to $639.

On June 12, 2019, Mr. Soh Khay Wee was appointed as the Company’s Director. The biographies for new officers of the Company was filed in the Form 8-K filed with SEC on June 12, 2019. 

 -3-

 Results of Operation

For the three and nine months period ended September 30, 2019 and 2018

Revenues

We have not generated any revenue for the three and nine months ended September 30, 2019 and 2018.

General and administrative expenses

We incurred a total of $67,730 and $184,824 general and administrative expenses during the three and nine months ended September 30, 2019, while we incurred a total of $39,058 and $114,347 general and administrative expenses during the three and nine months ended September 30, 2018 respectively. The general and administrative expenses are mainly comprised of salary, Form 10-Q review fee, consulting fee, legal fee, transfer agent fee and edgar filing fee. The increase of general and administrative expenses is due to increase in salary expense and consulting fee.

Net loss

For the three and nine months ended September 30, 2019 and 2018, we had generated no revenues. We incurred a total net loss of $67,729 and $184,475 for the three and nine months ended September 30, 2019 respectively, while we incurred a total net loss of $39,072 and $114,301 for the three and nine months ended September 30, 2018 respectively.

Liquidity and Capital Resources

Cash Used In Operating Activities

For the nine months ended September 30, 2019 and 2018, the cash flows used in operating activities was $204,365 and $116,863 respectively, consists of net loss and change in assets and liabilities.

Cash Used In Investing Activities

For the nine months ended September 30, 2019 and 2018, the cash flows used in investing activities was $8,076 and $9,625 respectively, consists of accumulation of cost of biological assets.

Cash Used In Financing Activities

For the nine months ended September 30, 2019 and 2018, the cash flows provided by financial activities was $12,734 and $24,165 respectively, consists of advance from directors and capital contribution.

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of September 30, 2019.

Contractual Obligations

As of September 30, 2019, the Company’s subsidiary leased a farmland in Tangkak, Johor, Malaysia under an operating lease, which have a term of six years commencing from April 1, 2019 to March 31, 2025. At September 30, 2019, the future minimum rental payments under these leases aggregate approximately $23,628 and are due as follows: 2019: $1,074; 2020: $4,296; 2021: $4,296; 2022: $4,296; 2023: $4,296; 2024: $4,296; and 2025: $1,074.

 -4-

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4 Controls and Procedures.

Evaluation of Disclosure Controls and Procedures:

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2019. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Operations Officer. Based upon that evaluation, our Chief Executive Officer and Chief Operations Officer concluded that, as of September 30, 2019, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2019, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the quarter ending September 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 -5-

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

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.

ITEM 6. Exhibits

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
32.1	Section 1350 Certification of principal executive officer

 -6-

SIGNATURES

Pursuant to 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.

	UNITED ROYALE HOLDINGS CORP.
	(Name of Registrant)
Date: November 12, 2019
	By:	/s/ Teoh Kooi Sooi
	Title:	Chief Executive Officer, Treasurer, Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 -7-

EX-31.1

EXHIBIT 31.1 

CERTIFICATION

I, Teoh Kooi Sooi, certify that:

1. I have reviewed this quarterly report on Form 10-Q of UNITED ROYALE HOLDINGS CORP. (the “Company”) for the quarter ended September 30, 2019;

2. Based on my knowledge, this quarterly 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 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 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 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: November 12, 2019	By:	/s/ TEOH KOOI SOOI
		TEOH KOOI SOOI
		Chief Executive Officer, Treasurer, Director
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting 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 of UNITED ROYALE HOLDINGS CORP. (the “Company”) on Form 10-Q for the period ending September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: November 12, 2019	By:	/s/ Teoh Kooi Sooi
		Teoh Kooi Sooi
		Chief Executive Officer, Treasurer, Director
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Restricted cash		$ 6,394
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	200,000,000	200,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	141,965,520	141,965,520
Common stock, shares outstanding	141,965,520	141,965,520

XML

Basis of Presentation

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the balance sheet as of September 30, 2019 which has been derived from unaudited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended September 30, 2019 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2019 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Form 10-K for the year ended December 31, 2018.

XML

Amount Due to Director (Details Narrative) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Related Party Transactions [Abstract]
Due to Director	$ 78,149	$ 66,355

XML

Prepaid Expenses (Details Narrative) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Transfer Agent [Member]
Deposit	$ 3,899	$ 1,205
Consulting Service Provider [Member]
Deposit	6,410
Farmland Provider [Member]
Deposit	716	726
OTCQB Annual Fee [Member]
Prepaid expenses	$ 3,000	$ 12,000

XML

Description of Business and Organization (Details Narrative)	Sep. 30, 2018
Mr. Chen Zheru [Member]
Acquisition percentage	100.00%

XML

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Basis of Presentation

Basis of presentation

The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany transactions and balances were eliminated in consolidation.

Below is the organization chart of the Group.

Use of Estimates

Use of estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheet, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

Going Concern

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the nine months ended September 30, 2019, the Company incurred a net loss of $184,475 and used cash in operations of $204,365. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2018 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that we have raised, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Cash and Cash Equivalents

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Restricted cash represents cash restricted by Hang Seng Bank as the bank account was forced to close on October 5, 2018, and this amount of cash was held by Hang Seng Bank. The reason for forced closure was a long period dormant without account activity. On February 25, 2019, our management went to Hang Seng Bank in person to withdraw the money and deposited in HSBC Hong Kong respectively.

Our deposit is currently deposit in HSBC Hong Kong, and there is a Deposit Protection Scheme protects our eligible deposits held with bank in Hong Kong which is members of the Scheme. The scheme will pay us a compensation up to a limit of HKD500,000, which is equivalent to $64,102, if HSBC Hong Kong fails.

Plant and Equipment

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:

Classification	Useful Life
Computer and Software	3 years
Equipment	10 years

The Company purchased 2 computers at the end of June 2017, and the computers has been subject to depreciation since the utilization in July 2017. Expenditures for maintenance and repairs will be expensed as incurred.

Biological Assets

Biological Assets

Biological Assets of the Company comprise of agarwood sapling and plantation cost of agarwood.

Pursuant to ASC 905-360-25-2, biological Assets are planted and brought to production by the Company or on a contract basis. Saplings are usually purchased as nursery stock and transplanted into the farmland in the desired pattern. Cost of biological assets consists of accumulated planation development costs incurred from commencement of planting of seedlings up to maturity of the crop cultivated. Capitalization of planation development and other operating costs ceases upon commencement of commercial harvesting, which range from 7 to 9 years. Net proceeds from sales of products before commercial production begins shall be applied to the capitalized cost of the plants, trees, or vines.

Biological Assets is measured using average cost, and is measured at the lower of cost and net realizable value. When evidence exists that the net realizable value of biological Assets is lower than its cost, the difference shall be recognized as a loss in earnings in the period in which it occurs. Impairment loss may be required, for example, due to damage, physical deterioration, obsolescence, changes in price levels, or other causes.

Pursuant to ASC 905-360-35-4, when production in commercial quantities begins, the accumulated costs shall be depreciated over the estimated useful life of the particular farmland.

Foreign Currencies Translation

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. Hong Kong Dollars (“HK$”), which is the respective functional currencies for the Company as the deposit is currently kept in HSBC Hong Kong. In addition, the Company’s subsidiaries maintain their books and records in their respective local currency, which consists of the Hong Kong Dollars (“HK$”) and Malaysian Ringgit (“MYR”), which is also the respective functional currency of the subsidiaries.

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

	As of and for the nine months ended September 30,
	2019 (Unaudited)		2018 (Unaudited)
Period-end MYR : US$1 exchange rate		4.19		4.14
Period-average MYR : US$1 exchange rate		4.13		3.99
Period-end / average HK$ : US$1 exchange rate		7.75		7.75

Revenue Recognition

Revenue recognition

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue From Contracts With Customers”, the Company recognizes revenue from sales of goods and services when the following five following steps are carried out: (1) Identify the contract; (2) Identify the performance obligations; (3) Determine the transaction price; (4) Allocate the transaction price; (5) Recognize revenue. For the nine months ended September 30, 2019, the Company had no revenue recorded, as a result, there was no effect on revenue by adopting ASC 606 starting from January 1, 2018.

Income Taxes

Income taxes

The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income.

Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods.

Fair Value of Financial Instruments

Fair value of financial instruments

The carrying value of the Company’s financial instruments: cash and cash equivalents, prepayments, amount due to a director and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

The Company 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 : Observable inputs such as quoted prices in active markets;

● Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

● Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

Lease

Lease

Prior to January 1, 2019, the Company had not entered into formal lease agreement and the Company accounted for leases under ASC 840, Accounting for Leases. Effective July 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did not have a significant impact on our liquidity or on our compliance with our financial covenants associated with our loans. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of operating lease right-of-use assets of $21,330, lease liabilities for operating leases of $21,330, and a zero cumulative-effect adjustment to accumulated deficit. See Note 8 for further information regarding the impact of the adoption of ASC 842 on the Company’s financial statements.

Recent Accounting Pronouncements

Recent accounting pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard further requires new disclosures about contracts with customers, including the significant judgments the company has made when applying the guidance. We adopted the new standard effective January 1, 2018, using the modified retrospective transition method. We finalized our analysis and the adoption of this guidance will not have a material impact on our consolidated financial statements and our internal controls over financial reporting.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We adopted the new standard effective January 1, 2018, and do not expect the standard to have a material impact on our financial statements.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. We adopted the new standard effective January 1, 2018 on a prospective basis. The new standard did not have a material impact on our consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We will adopt the new standard effective January 1, 2019 on a modified retrospective basis and will not restate comparative periods. We will elect the package of practical expedients permitted under the transition guidance, which allows us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We will also elect to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. There is no material impact on our remaining consolidated financial statements after applying this standard.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

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Biological Assets

9 Months Ended

Sep. 30, 2019

Property, Plant and Equipment [Abstract]

Biological Assets

6. BIOLOGICAL ASSETS

Biological Assets of the Company comprise of agarwood sapling and plantation cost of agarwood.

The Company acquired the agarwood sapling at MYR98,800 (approximately $23,587) in 2017. The accumulated planation development costs incurred from commencement of planting of seedlings up to September 30, 2019 and December 31, 2018 were $36,011 and $28,697 respectively.

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Operating Lease - Schedule of Operating Lease (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Leases [Abstract]
Right-of-use assets, net	$ 19,859
Operating lease liabilities - current portion	3,094
Operating lease liabilities - non-current portion	16,765
Total operating lease liabilities	$ 19,859

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives of Plant and Equipment

Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:

Classification	Useful Life
Computer and Software	3 years
Equipment	10 years

Schedule of Foreign Currency Translation

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

	As of and for the nine months ended September 30,
	2019 (Unaudited)		2018 (Unaudited)
Period-end MYR : US$1 exchange rate		4.19		4.14
Period-average MYR : US$1 exchange rate		4.13		3.99
Period-end / average HK$ : US$1 exchange rate		7.75		7.75

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Amount Due to Director

9 Months Ended

Sep. 30, 2019

Related Party Transactions [Abstract]

Amount Due to Director

7. AMOUNT DUE TO DIRECTOR

As of September 30, 2019, and December 31, 2018, our directors has loaned to the Company $78,149 and $66,355 as working capital, respectively. This loan is unsecured, non-interest bearing and due on demand. We performed the calculation of imputed interest and believed the imputed interest is not significant when compare to our balance sheet size and total expense, and as a result, we didn’t capture this figure into our financial statements.

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Operating Lease - Schedule of Components of Lease Expense and Supplemental Cash Flow Information Related to Leases (Details)	9 Months Ended
	Sep. 30, 2019 USD ($)
Leases [Abstract]
Operating lease cost (included in general and administrative expenses in the Company's unaudited condensed statement of operations)	$ 2,177
Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2019	$ 2,177
Remaining lease term - operating lease (in years)	5 years 6 months
Discount rate - operating lease	6.65%

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Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2019	Dec. 31, 2018
CURRENT ASSETS
Cash and cash equivalents (Nil at September 30, 2019; including $6,394 of restricted cash at December 31, 2018)	$ 62,178	$ 261,930
Prepaid expenses	14,025	13,931
TOTAL CURRENT ASSETS	76,203	275,861
NON-CURRENT ASSETS
Plant and equipment, net	2,342	3,468
Biological assets	36,011	28,697
Operating lease right-of-use assets, net	19,859
TOTAL ASSETS	134,415	308,026
CURRENT LIABILITIES
Accrued liabilities	6,874	27,790
Due to director	78,149	66,355
Operating lease liabilities, current portion	3,094
TOTAL CURRENT LIABILITIES	88,117	94,145
NON-CURRENT LIABILITIES
Operating lease liabilities, net of current portion	16,765
TOTAL LIABILITIES	104,882	94,145
STOCKHOLDERS' EQUITY
Preferred stock - Par value $0.0001; Authorized: 200,000,000 None issued and outstanding
Common stock - Par value $ 0.0001; Authorized: 600,000,000 Issued and outstanding: 141,965,520 shares as of September 30, 2019 and December 31, 2018	14,197	14,197
Additional paid-in capital	650,712	650,712
Accumulated other comprehensive loss	(333)	(460)
Accumulated deficit	(635,043)	(450,568)
TOTAL STOCKHOLDERS' EQUITY	29,533	213,881
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 134,415	$ 308,026

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (184,475)	$ (114,301)	[1]
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expenses	2,597	1,211	[1]
Increase in lease liabilities	(1,491)
Changes in operating assets and liabilities:
Decrease in accrued liabilities	(20,892)	(2,614)	[1]
Increase in prepaid expenses	(104)	(1,159)	[1]
Net cash flows used in operating activities	(204,365)	(116,863)	[1]
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of biological assets	(8,076)	(9,557)
Purchase of plant and equipment		(68)
Net cash flows used in investing activities	(8,076)	(9,625)	[1]
CASH FLOWS FROM FINANCING ACTIVITIES
Capital Contribution		7,247
Advance from directors	12,734	16,918	[1]
Net cash provided by financing activities	12,734	24,165	[1]
Effect of exchange rate changes in cash and cash equivalents	(45)	313	[1]
Net changes in cash and cash equivalents	(199,752)	(102,010)	[1]
Cash and cash equivalents, beginning of period	261,930	448,684	[1]
CASH AND CASH EQUIVALENTS, END OF YEAR/PERIOD	62,178	346,674
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid			[1]
Interest paid			[1]
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES
Initial recognition of operating lease right-of-use assets and operating lease obligations upon adoption of ASC Topic 842	$ 21,330		[1]

[1] The prior year comparative information has been retrospectively stated due to the common control acquisition on September 30, 2018.

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Plant and Equipment, Net (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2017	Dec. 31, 2018
Payments to acquire plant and equipment		$ 68
Accumulated depreciation	3,327			$ 2,226
Depreciation expense	1,106	$ 1,211
Computer Equipment [Member]
Payments to acquire plant and equipment			$ 3,878
Property, Plant and Equipment [Member]
Accumulated depreciation	2,909			1,939
Engine Pump [Member]
Payments to acquire plant and equipment			$ 1,791
Accumulated depreciation	$ 418			$ 287

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Summary of Significant Accounting Policies (Details Narrative)	3 Months Ended						9 Months Ended
	Sep. 30, 2019 USD ($)	Jun. 30, 2019 USD ($)	Mar. 31, 2019 USD ($)	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	[1]	Sep. 30, 2019 HKD ($)	Jan. 02, 2019 USD ($)	Dec. 31, 2018 USD ($)
Net loss	$ (67,729)	$ (66,559)	$ (50,187)	$ (39,072)	$ (30,649)	$ (44,580)	$ (184,475)	$ (114,301)
Net cash flows used in operating activities							$ (204,365)	$ (116,863)
Tax benefit likelihood percentage, description							The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained.
Operating lease right-of-use assets	19,859						$ 19,859
Operating lease liability	19,859						$ 19,859
ASC 842 [Member]
Operating lease right-of-use assets											$ 21,330
Operating lease liability											$ 21,330
Maximum [Member]
Commercial harvesting term of biological assets							9 years
Maximum [Member] | HKD Currency [Member]
Compensation balance, amount										$ 500,000
Minimum [Member]
Commercial harvesting term of biological assets							7 years
HSBC Hong Kong [Member]
Compensation balance, description							Our deposit is currently deposit in HSBC Hong Kong, and there is a Deposit Protection Scheme protects our eligible deposits held with bank in Hong Kong which is members of the Scheme. The scheme will pay us a compensation up to a limit of HKD500,000, which is equivalent to $64,102, if HSBC Hong Kong fails.
Compensation balance, amount	$ 64,102						$ 64,102

[1] The prior year comparative information has been retrospectively stated due to the common control acquisition on September 30, 2018.

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Operating Lease (Details Narrative)	3 Months Ended	9 Months Ended
	Sep. 30, 2019 USD ($)	Sep. 30, 2019 USD ($)
Leases [Abstract]
lease expiration	6 years	6 years
Lease expense	$ 1,088	$ 2,177

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Operating Lease - Schedule of Maturity of Lease Liabilities (Details)	Sep. 30, 2019 USD ($)
Leases [Abstract]
2019 (remaining 3 months)	$ 1,074
2020	4,297
2021	4,297
2022	4,297
2023	4,297
2024	4,297
2025 (first 3 months of the fiscal year)	1,076
Total lease payments	23,635
Less: Present value discount	(3,776)
Present value of lease liabilities	$ 19,859

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Operating Lease (Tables)

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Schedule of Components of Lease Expense and Supplemental Cash Flow Information Related to Leases

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

	Nine Months ended September 30, 2019
		(Unaudited)
Lease Cost
Operating lease cost (included in general and administrative expenses in the Company’s unaudited condensed statement of operations)	$	2,177
Other Information
Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2019	$	2,177
Remaining lease term – operating lease (in years)		5.5
Discount rate – operating lease		6.65	%

Schedule of Operating Lease

	As of September 30, 2019
		(Unaudited)
Operating lease
Right-of-use assets, net	$	19,859
Operating lease liabilities – current portion		3,094
Operating lease liabilities – non-current portion		16,765
Total operating lease liabilities	$	19,859

Schedule of Maturity of Lease Liabilities

Maturity of the Company’s lease liabilities are as follows:

Year Ending	Operating Lease
2019 (remaining 3 months)	$	1,074
2020		4,297
2021		4,297
2022		4,297
2023		4,297
2024		4,297
2025 (first 3 months of the fiscal year)		1,076
Total lease payments	$	23,635
Less: Present value discount		(3,776	)
Present value of lease liabilities	$	19,859

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Stockholders' Equity

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Stockholders' Equity

9. STOCKHOLDERS’ EQUITY

As of September 30, 2019, and December 31, 2018, there were 141,965,520 and 141,965,520 shares of common stock issued and outstanding respectively.

There were no stock options, warrants or other potentially dilutive securities outstanding as of September 30, 2019.

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Plant and Equipment, Net

9 Months Ended

Sep. 30, 2019

Property, Plant and Equipment [Abstract]

Plant and Equipment, Net

5. PLANT AND EQUIPMENT, NET

	As of September 30, 2019			As of December 31, 2018
		(Unaudited)
Computer and Software	$	3,878		$	3,878
Equipment		1,791			1,816
		5,669			5,694
Less: Accumulated Depreciation		(3,327	)		(2,226	)
Plant and equipment, net	$	2,342		$	3,468

The Company acquired computers and a software at $3,878 in 2017, and the accumulated depreciations as of September 30, 2019 and December 31, 2018 were $2,909 and $1,939 respectively.

The Company acquired Engine Pump at $1,791 in 2017. The accumulated depreciations as of September 30, 2019 and December 31, 2018 were $418 and $287 respectively.

The depreciation expense for September 30, 2019 and 2018 were $1,106 and $1,211 respectively.

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Description of Business and Organization

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Organization

2. DESCRIPTION OF BUSINESS AND ORGANIZATION

United Royale Holdings Corp., formerly known as Bosy Holdings Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on June 23, 2015. We intend to offer planting and cultivation services to land owners in regards to the planting and cultivation of Aquilaria Subintegra & Aquilaria Sinensis trees. We also intend to provide services relating to the extraction of Agarwood from such trees through a process known as “inoculation.”

On September 30, 2018, the Company and Mr. CHEN Zheru, representing the sole shareholder of IV Enterprises Development Limited, a Seychelles corporation (“IVED”), entered into a Sale and Purchase Agreement, pursuant to which the Company acquired 100% (one hundred percent) of the shareholding of IVED. IVED provides tree nurseries, including planting, cultivation and inoculation services through its wholly-owned subsidiary, Oudh Tech Sdn Bhd, in Malaysia. The acquisition is completed on September 30, 2018.

Mr. CHEN Zheru is the common director and major shareholder of the Company and IVED. As a result of this common ownership and in accordance with the FASB Accounting Standards Codification Section 805 “Business Combination”, the transaction is being treated as a combination between entities under common control. The recognized assets and liabilities were transferred at their carrying amounts at the date of the transaction. The equity accounts of the combining entities are combined. Further, the companies will be combined retrospectively for prior year comparative information as if the transaction had occurred on January 1, 2017.

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Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018		Sep. 30, 2019	Sep. 30, 2018	[1]
Income Statement [Abstract]
REVENUE			[1]
COST OF REVENUE			[1]
GROSS PROFIT			[1]
OPERATING EXPENSES:
General and administrative	(67,730)	(39,058)	[1]	(184,824)	(114,347)
LOSS FROM OPERATIONS	(67,730)	(39,058)	[1]	(184,824)	(114,347)
OTHER EXPENSE
Other income (expense), net	1	(14)	[1]	349	46
LOSS BEFORE INCOME TAX	(67,729)	(39,072)	[1]	(184,475)	(114,301)
INCOME TAX EXPENSE			[1]
NET LOSS	(67,729)	(39,072)		(184,475)	(114,301)
Other comprehensive loss:
- Foreign currency translation income (loss)	156	345	[1]	128	313
COMPREHENSIVE LOSS	$ (67,573)	$ (38,727)	[1]	$ (184,347)	$ (113,998)
NET LOSS PER SHARE, BASIC AND DILUTED	$ (0.00)	$ (0.00)	[1]	$ (0.00)	$ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED	141,965,520	141,965,520	[1]	141,965,520	141,965,520

[1] The prior year comparative information has been retrospectively stated due to the common control acquisition on September 30, 2018.

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Biological Assets (Details Narrative)	9 Months Ended	12 Months Ended
	Sep. 30, 2019 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 MYR (RM)
Accumulated planation development costs	$ 36,011	$ 28,697
Agarwood Sapling [Member]
Payment to acquire biological assets			$ 23,587
Agarwood Sapling [Member] | MYR [Member]
Payment to acquire biological assets | RM				RM 98,800

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Summary of Significant Accounting Policies - Schedule of Foreign Currency Translation (Details)	Sep. 30, 2019	Sep. 30, 2018
Period-End MYR [Member]
Foreign Currency Exchange Rate, Translation	4.19	4.14
Period-Average MYR [Member]
Foreign Currency Exchange Rate, Translation	4.13	3.99
Period-end / Average HK [Member]
Foreign Currency Exchange Rate, Translation	7.75	7.75

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 12, 2019
Document And Entity Information
Entity Registrant Name	United Royale Holdings Corp.
Entity Central Index Key	0001652842
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		141,965,520
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019

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Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)		Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2017		$ 14,197	$ 643,448	$ (739)	$ (252,091)	$ 404,815
Beginning balance, shares at Dec. 31, 2017		141,965,520
Net loss					(44,580)	(44,580)
Foreign currency translation				(696)		(696)
Ending balance at Mar. 31, 2018	[1]	$ 14,197	643,448	(1,435)	(296,671)	359,539
Ending balance, shares at Mar. 31, 2018	[1]	141,965,520
Beginning balance at Dec. 31, 2017		$ 14,197	643,448	(739)	(252,091)	404,815
Beginning balance, shares at Dec. 31, 2017		141,965,520
Net loss	[1]					(114,301)
Ending balance at Sep. 30, 2018		$ 14,197	650,694	(426)	(366,392)	298,073
Ending balance, shares at Sep. 30, 2018		141,965,520
Beginning balance at Mar. 31, 2018	[1]	$ 14,197	643,448	(1,435)	(296,671)	359,539
Beginning balance, shares at Mar. 31, 2018	[1]	141,965,520
Net loss					(30,649)	(30,649)
Foreign currency translation				663		663
Ending balance at Jun. 30, 2018	[1]	$ 14,197	643,448	(772)	(327,320)	329,553
Ending balance, shares at Jun. 30, 2018	[1]	141,965,520
Net loss					(39,072)	(39,072)
Foreign currency translation				346		346
Capital Contribution			7,246			7,246
Ending balance at Sep. 30, 2018		$ 14,197	650,694	(426)	(366,392)	298,073
Ending balance, shares at Sep. 30, 2018		141,965,520
Beginning balance at Dec. 31, 2018		$ 14,197	650,712	(460)	(450,568)	213,881
Beginning balance, shares at Dec. 31, 2018		141,965,520
Net loss					(50,187)	(50,187)
Foreign currency translation				(119)		(119)
Ending balance at Mar. 31, 2019		$ 14,197	650,712	(579)	(500,755)	163,575
Ending balance, shares at Mar. 31, 2019		141,965,520
Beginning balance at Dec. 31, 2018		$ 14,197	650,712	(460)	(450,568)	213,881
Beginning balance, shares at Dec. 31, 2018		141,965,520
Net loss						(184,475)
Ending balance at Sep. 30, 2019		$ 14,197	650,712	(333)	(635,043)	29,533
Ending balance, shares at Sep. 30, 2019		141,965,520
Beginning balance at Mar. 31, 2019		$ 14,197	650,712	(579)	(500,755)	163,575
Beginning balance, shares at Mar. 31, 2019		141,965,520
Net loss					(66,559)	(66,559)
Foreign currency translation				90		90
Ending balance at Jun. 30, 2019		$ 14,197	650,712	(489)	(567,314)	97,106
Ending balance, shares at Jun. 30, 2019		141,965,520
Net loss					(67,729)	(67,729)
Foreign currency translation				156		156
Ending balance at Sep. 30, 2019		$ 14,197	$ 650,712	$ (333)	$ (635,043)	$ 29,533
Ending balance, shares at Sep. 30, 2019		141,965,520

[1] The prior year comparative information has been retrospectively stated due to the common control acquisition on September 30, 2018.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany transactions and balances were eliminated in consolidation.

Below is the organization chart of the Group.

 

Use of estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheet, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the nine months ended September 30, 2019, the Company incurred a net loss of $184,475 and used cash in operations of $204,365. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2018 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that we have raised, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Restricted cash represents cash restricted by Hang Seng Bank as the bank account was forced to close on October 5, 2018, and this amount of cash was held by Hang Seng Bank. The reason for forced closure was a long period dormant without account activity. On February 25, 2019, our management went to Hang Seng Bank in person to withdraw the money and deposited in HSBC Hong Kong respectively.

Our deposit is currently deposit in HSBC Hong Kong, and there is a Deposit Protection Scheme protects our eligible deposits held with bank in Hong Kong which is members of the Scheme. The scheme will pay us a compensation up to a limit of HKD500,000, which is equivalent to $64,102, if HSBC Hong Kong fails.

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:

Classification	Useful Life
Computer and Software	3 years
Equipment	10 years

The Company purchased 2 computers at the end of June 2017, and the computers has been subject to depreciation since the utilization in July 2017. Expenditures for maintenance and repairs will be expensed as incurred.

Biological Assets

Biological Assets of the Company comprise of agarwood sapling and plantation cost of agarwood.

Pursuant to ASC 905-360-25-2, biological Assets are planted and brought to production by the Company or on a contract basis. Saplings are usually purchased as nursery stock and transplanted into the farmland in the desired pattern. Cost of biological assets consists of accumulated planation development costs incurred from commencement of planting of seedlings up to maturity of the crop cultivated. Capitalization of planation development and other operating costs ceases upon commencement of commercial harvesting, which range from 7 to 9 years. Net proceeds from sales of products before commercial production begins shall be applied to the capitalized cost of the plants, trees, or vines.

Biological Assets is measured using average cost, and is measured at the lower of cost and net realizable value. When evidence exists that the net realizable value of biological Assets is lower than its cost, the difference shall be recognized as a loss in earnings in the period in which it occurs. Impairment loss may be required, for example, due to damage, physical deterioration, obsolescence, changes in price levels, or other causes.

Pursuant to ASC 905-360-35-4, when production in commercial quantities begins, the accumulated costs shall be depreciated over the estimated useful life of the particular farmland.

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. Hong Kong Dollars (“HK$”), which is the respective functional currencies for the Company as the deposit is currently kept in HSBC Hong Kong. In addition, the Company’s subsidiaries maintain their books and records in their respective local currency, which consists of the Hong Kong Dollars (“HK$”) and Malaysian Ringgit (“MYR”), which is also the respective functional currency of the subsidiaries.

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

	As of and for the nine months ended September 30,
	2019 (Unaudited)		2018 (Unaudited)
Period-end MYR : US$1 exchange rate		4.19		4.14
Period-average MYR : US$1 exchange rate		4.13		3.99
Period-end / average HK$ : US$1 exchange rate		7.75		7.75

Revenue recognition

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue From Contracts With Customers”, the Company recognizes revenue from sales of goods and services when the following five following steps are carried out: (1) Identify the contract; (2) Identify the performance obligations; (3) Determine the transaction price; (4) Allocate the transaction price; (5) Recognize revenue. For the nine months ended September 30, 2019, the Company had no revenue recorded, as a result, there was no effect on revenue by adopting ASC 606 starting from January 1, 2018.

Income taxes

The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income.

Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods.

Fair value of financial instruments

The carrying value of the Company’s financial instruments: cash and cash equivalents, prepayments, amount due to a director and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

The Company 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 : Observable inputs such as quoted prices in active markets;

● Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

● Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

Lease

Prior to January 1, 2019, the Company had not entered into formal lease agreement and the Company accounted for leases under ASC 840, Accounting for Leases. Effective July 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did not have a significant impact on our liquidity or on our compliance with our financial covenants associated with our loans. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of operating lease right-of-use assets of $21,330, lease liabilities for operating leases of $21,330, and a zero cumulative-effect adjustment to accumulated deficit. See Note 8 for further information regarding the impact of the adoption of ASC 842 on the Company’s financial statements.

Recent accounting pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard further requires new disclosures about contracts with customers, including the significant judgments the company has made when applying the guidance. We adopted the new standard effective January 1, 2018, using the modified retrospective transition method. We finalized our analysis and the adoption of this guidance will not have a material impact on our consolidated financial statements and our internal controls over financial reporting.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We adopted the new standard effective January 1, 2018, and do not expect the standard to have a material impact on our financial statements.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. We adopted the new standard effective January 1, 2018 on a prospective basis. The new standard did not have a material impact on our consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We will adopt the new standard effective January 1, 2019 on a modified retrospective basis and will not restate comparative periods. We will elect the package of practical expedients permitted under the transition guidance, which allows us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We will also elect to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. There is no material impact on our remaining consolidated financial statements after applying this standard.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

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Plant and Equipment, Net - Schedule of Plant and Equipment, Net (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Property and equipment, gross	$ 5,669	$ 5,694
Less: Accumulated Depreciation	(3,327)	(2,226)
Plant and equipment, net	2,342	3,468
Computer and Software [Member]
Property and equipment, gross	3,878	3,878
Equipment [Member]
Property and equipment, gross	$ 1,791	$ 1,816

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Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Plant and Equipment (Details)	9 Months Ended
	Sep. 30, 2019
Computer and Software [Member]
Plant and equipment useful life	3 years
Equipment [Member]
Plant and equipment useful life	10 years

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Stockholders' Equity (Details Narrative) - shares	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Common stock, shares issued	141,965,520	141,965,520
Common stock, shares outstanding	141,965,520	141,965,520
Stock Options [Member]
Dilutive securities outstanding
Warrants [Member]
Dilutive securities outstanding
Other Potentially Dilutive Securities [Member]
Dilutive securities outstanding

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Operating Lease

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Operating Lease

8. OPEARTING LEASE

The Company has operating lease agreements for a farmland with remaining lease terms of 6 years. The Company does not have any other leases. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

This standard did not have a significant impact on our liquidity.

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

	Nine Months ended September 30, 2019
		(Unaudited)
Lease Cost
Operating lease cost (included in general and administrative expenses in the Company’s unaudited condensed statement of operations)	$	2,177
Other Information
Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2019	$	2,177
Remaining lease term – operating lease (in years)		5.5
Discount rate – operating lease		6.65	%

	As of September 30, 2019
		(Unaudited)
Operating lease
Right-of-use assets, net	$	19,859
Operating lease liabilities – current portion		3,094
Operating lease liabilities – non-current portion		16,765
Total operating lease liabilities	$	19,859

Maturity of the Company’s lease liabilities are as follows:

Year Ending	Operating Lease
2019 (remaining 3 months)	$	1,074
2020		4,297
2021		4,297
2022		4,297
2023		4,297
2024		4,297
2025 (first 3 months of the fiscal year)		1,076
Total lease payments	$	23,635
Less: Present value discount		(3,776	)
Present value of lease liabilities	$	19,859

Lease expenses were $1,088 and $2,177 during the three and nine months ended September 30, 2019, respectively, and there was no rent incurred during the three and nine months ended September 30, 2018, respectively.

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Prepaid Expenses

9 Months Ended

Sep. 30, 2019

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses

4. PREPAID EXPENSES

The prepaid expenses as of September 30, 2019 included OTCQB annual fee of $3,000, deposit of $3,899 in transfer agent, deposit of $6,410 in the consulting service provider and $716 in our farmland provider, while the prepaid expenses as of December 31, 2018 included OTCQB annual fee of $12,000, deposit of $1,205 in the transfer agent and deposit of $726 in our farmland provider.

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Plant and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2019

Property, Plant and Equipment [Abstract]

Schedule of Plant and Equipment, Net

	As of September 30, 2019			As of December 31, 2018
		(Unaudited)
Computer and Software	$	3,878		$	3,878
Equipment		1,791			1,816
		5,669			5,694
Less: Accumulated Depreciation		(3,327	)		(2,226	)
Plant and equipment, net	$	2,342		$	3,468