UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: ~~March~~June 3130, 2019

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

For the transition period from ____________ to _____________

Commission File No. 000-52020

YUS INTERNATIONAL GROUP LTD

(Exact name of small business issuer as specified in its charter)

Nevada (NV)		90-0201309
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Room A, Block B, 21/F
Billion Centre, 1 Wang Kwong Road
Kowloon Bay, Kowloon, Hong Kong		n/a
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 852-36986699

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 during the preceding 12 months (or for such shorter period that the issuer 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. 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~~filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☒ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ~~[ ]~~¨

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

As of ~~July~~September 235, 2019, the issuer’s classes of common stock are as follows:

Class of Securities		Shares Outstanding
Common Stock, $0.1 par value		7,443,912 shares

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION3

ITEM 1. UNAUDITED FINANCIAL STATEMENTS3

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS16

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK17

ITEM 4. CONTROLS AND PROCEDURES17

PART II – OTHER INFORMATION18

ITEM 1. LEGAL PROCEEDINGS18

ITEM 1A. RISK FACTORS18

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS18

ITEM 3. DEFAULTS UPON SENIOR SECURITIES18

ITEM 4. MINE SAFETY DISCLOSURE18

ITEM 5. OTHER INFORMATION18

ITEM 6. EXHIBITS18

SIGNATURES19

Table of Contents

PART I – FINANCIAL INFORMATION4

ITEM 1. UNAUDITED FINANCIAL STATEMENTS4

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS20

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK22

ITEM 4. CONTROLS AND PROCEDURES22

PART II – OTHER INFORMATION23

ITEM 1. LEGAL PROCEEDINGS23

ITEM 1A. RISK FACTORS23

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS23

ITEM 3. DEFAULTS UPON SENIOR SECURITIES23

ITEM 4. MINE SAFETY DISCLOSURE23

ITEM 5. OTHER INFORMATION23

ITEM 6. EXHIBITS23

SIGNATURES24

PART I – FINANCIAL INFORMATION

ITEM 1. UNAUDITED FINANCIAL STATEMENTS

YUS INTERNATIONAL GROUP LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

		March 31,	December 31,
		June 30,	December 31,
ASSETS		2019	2018
	Notes
Current assets
Prepayment		89,743	89,743
Amount due from major stockholder	9	210,345	210,345
Amount due from a director	9	~~194~~174,076	194,076
Cash and cash equivalents		645,~~122~~046	927,685
Total current assets		1,~~139~~119,~~286~~210	1,421,849
Non-current assets
Investment in financial assets	5	2,~~075~~110,~~235~~455	1,765,516
		3,214,521	3,187,365
		3,229,665	3,187,365
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued expenses	6	5741,473	53,473
Interest payable		5376,~~846~~923	30,768
Amount due to a director		-	-
Tax payable		2,074	2,074
Total current liabilities		~~113~~120,~~393~~470	86,315
Non-Current liabilities
Fixed rate bond	7	1,~~291~~294,~~032~~942	1,287,123
Deposits received	8	1,666,667	1,666,667
Total liabilities		3,~~071~~082,~~092~~079	3,040,105
Stockholders ‘equity
Common stock, Par value $0.1, 225,000,000 shares authorized; 7,443,912 shares issued and outstanding as of March 31, 2019 and 31 December 2018 respectively	10	744,391	744,391
Common stock, Par value $0.1, 225,000,000 shares authorized; 7,443,912 shares issued and outstanding as of June 30, 2019 and 31 December 2018 respectively	10	744,391	744,391
Additional paid in capital		669,937	669,937
Merger reserve		4,268	4,268
Accumulated deficit		(1,~~275~~271,~~167~~010)	(1,271,336)
Total stockholders’ equity		~~143~~147,~~429~~586	147,260
Total liabilities and stockholders’ equity		3,229,665	3,187,365
		3,214,521	3,187,365

See accompanying notes to the financial statements

YUS INTERNATIONAL GROUP LIMITED

CONDENSED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (UNAUDITED)

	For the three months ended March 31,
	For the three months ended June 30,		For the six months ended June 30
	2019	2018	2019	2018
Revenue	-	-	-	-
Cost of sales	-	-	-	-
Gross profit	-	-
Expenses
General & administrative	4,~~737~~077	412,~~602~~708	8,814	17,310
Loss from operations	(4,~~737~~077)	(412,~~602~~708)	(8,814)	(17,310)
Other income / (expenses)
Interest income	2735,~~690~~220	1332	62,910	45
Other income	~~203~~-	-	203	-
Finance costs	(26,~~987~~986)	-	(53,973)	-
Total other income / (expenses)	906	13
Total other income	8,234	32	9,140	45
Loss before provision for income taxes	(3,831)	(4,589)
Profit / (Loss) before provision for income taxes	4,157	(12,676)	326	(17,265)
Provision for income taxes	-	-	-	-
Net loss for the period	(3,831)	(4,589)
Net profit / (loss) for the period	4,157	(12,676)	326	(17,265)
Other comprehensive income	-	-	-	-
Total comprehensive loss for the period	(3,831)	(4,589)
Total comprehensive income/(loss) for the period	4,157	(12,676)	326	(17,265)
Loss per share, basic and diluted	(0.001)	(0.001)
Profit / (loss) per share, basic and diluted	0.001	(0.002)	-	(0.002)
Weighted average number of shares outstanding - basic and diluted	7,443,912	7,~~433~~443,912	7,443,912	7,443,912

See accompanying notes to the condensed financial statements.

YUS INTERNATIONAL GROUP LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE ~~THREE~~SIX- MONTH PERIOD ENDED ~~MARCH~~JUNE 3130, 2019

	Common stock
	Number of Shares	Amount	~~Amount~~	Additions paid-in capital	~~Additional paid-in capital~~	Merger reserve	~~Merger reserve~~	Accumulated deficits	~~Accumulated deficits~~	Total Equity	~~Total Equity~~
Balance at January 1, 2019	7,443,912	744,391	~~744,391~~	669,937	~~669,937~~	4268	~~4,268~~	(1,271,336)	~~(1,271,336)~~	147,260	~~147,260~~
Net loss for the period	-	-	-	-	-	-	-	(3,831)	~~(3,831)~~	(3,831)	~~(3,831)~~
Balance at March 31, 2019	7,443,912	744,391	~~744,391~~	669,937	~~669,937~~	4268	~~4,268~~	(1,275,167)	~~(1,275,167)~~	143,429	~~143,429~~
Net profit for the period	-	-		-		-		4,157		4,157
Balance at June 30, 2019	7,443,912	744,391		669,937		4268		(1,271,010)		147,586

YUS INTERNATIONAL GROUP LIMITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

	For the three months Ended March 31,
	2019	2018
Cash flows from operating activities:
Net loss for the period	(3,831)	(4,589)
Adjustments to reconcile net loss to net cash flows used in operating activities for:
Interest income	(27,690)	(13)
Finance costs	26,987
Changes in operating assets and liabilities:
Increase in accrued expenses	4,000	750
Net cash used in operating activities	(534)	(3,852)
Cash flows from Investing activities
Interest received	22	13
Payment for investment in financial assets	(282,051)	-
Net cash used investing activities	(282,029)	13
Cash flows from financing activities
Increase in deposit received	-	641,026
Increase in amount due from a director	-	(194,076)
Decrease in amount due to a director	-	(132,462)
Net cash generated from financing activities	-	314,488
Net change in cash and cash equivalents	(282,563)	310,649
Cash and cash equivalents at beginning of period	927,685	48,896
Cash and cash equivalents at the end of period	645,122	359,545

See accompanying notes to the condensed financial statements.

YUS INTERNATIONAL GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

	For the six months Ended June 30,
	2019	2018

Cash flows from operating activities:
Net profit / (loss) for the period	326	(17,265)
Adjustments to reconcile net loss to net cash flows used in operating activities for:
Interest income	(62,910)	(45)
Finance costs	53,973	-
Changes in operating assets and liabilities:

(Decrease)/ Increase in accrued expenses	(12,000)	4,749

Net cash used in operating activities	(20,611)	(12,561)

Cash flows from Investing activities
Interest received	23	45
Payment for investment in financial assets	(282,051)	-

Net cash (used in) / generated from investing activities	(282,028)	45

Cash flows from financing activities
Increase in deposit received	-	641,026
Decrease / (increase) in amount due from a director	20,000	(194,076)
Decrease in amount due to a director	-	(132,462)


Net cash generated from financing activities	20,000	314,488

Net change in cash and cash equivalents	(282,639)	301,972

Cash and cash equivalents at beginning of period	927,685	48,896

Cash and cash equivalents at the end of period	645,046	350,868

See accompanying notes to the condensed financial statements.

YUS INTERNATIONAL GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

The Company was incorporated under the laws of the State of Delaware on July 15, 2002 with authorized common stock of 50,000,000 shares at $0.001 par value with the name “North America Marketing Corporation”. On March 29, 2004, the Company changed the domicile to the State of Nevada. On December 30, 2008, the Company entered into and completed an agreement for share exchange to acquire 100% ownership of Asian Trends Broadcasting Inc. (“Asian Trends”) from its shareholders. Asian Trends operates liquid crystal display (“LCD”) flat-panel televisions and LCD billboards that advertise throughout Hong Kong and creates revenue by selling advertising airtime.

At the beginning of 2010, the Company was principally engaged in operating LCD flat-panel televisions and LCD billboards that advertise throughout Hong Kong, creating revenue by selling advertising airtime. On August 31, 2010 the Company acquired 100% ownership of Global Mania Empire Management Limited (“GME”) from its shareholders with a consideration of 22,147,810 shares. GME is a Hong Kong company that specializes in project and artist management. On January 21, 2011, the Company sold GME back to the original shareholders by receiving 22,147,810 shares of the Company’s common stock.

The Company assigned the LCD flat-panel televisions and LCD billboards advertisement operations to Great China Media Limited (the “Assignee”), and in return the Assignee shall pay 5% of the gross proceeds from the business to the Company. Revenue is recognized in arrears on a quarterly basis and when collectability is reasonably assured.

On March 20, 2013, the Board approved the change of the Company’s name to Yus International Group Limited and a one hundred-for-one (100:1) reverse stock split applying to all shares of common stock in the Company.

On April 29, 2013, the majority shareholder of the Company entered into a series of stock purchase agreements wherein the majority shareholder of the Company agreed to sell a total of 6,624,789 shares of common stock in the Company to four third party entities. On April 30, 2013, after the receipt of consideration and completion of all conditions precedent, the stock purchase agreements were completed and closed.

On May 16, 2013, Zhi Jian Zeng resigned as the Chief Executive Officer and director of the Company and Huang Jian Nan resigned as the Chief Financial Officer and director of the Company.

On May 16, 2013, Mr. Ho Kam Hang was appointed as the Chief Executive Officer of the Company and Dr. Chong Cheuk Man Yuki was appointed as the Chief Financial Officer of the Company. On that same date, the company appointed Mr. Yu Cheung Fai Alex, Ms. Chan Fuk Yu, Mr. Yu Lok Man and Mr. Yu Ka Wai as Directors of the Company.

On April 9, 2014, Mr. Yu Lok Man resigned as director of the Company and Dr. Chong Cheuk Man Yuki resigned as Chief Financial Officer of the Company. On the same day, Ms. Chen Yongqi Dawn was appointed as Chief Financial Officer of the Company.

On July 31, 2014, Ms. Chen Yongqi Dawn resigned as Chief Financial Officer of the Company. On the same day, Ms. Chan Fuk Yu was appointed as Chief Financial Officer of the Company.

YUS INTERNATIONAL GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)

On January 12, 2017, the Company acquired 100% of the outstanding equity capital of YUS International Holdings Limited (“YIH”) for US$10,000 from Ho Kam Hang, the Company’s Chief Executive Officer, and Yu Cheung Fai Alex, a director of the Company. This transaction has the effect of making YIH a wholly-owned subsidiary of the Company. YIH is a limited company organized under the laws of Hong Kong. Other than holding dormant bank accounts, YIH has no material assets, liabilities, or operations. It is accounted for as a common control business combination under ASC 805.

On September 30, 2017, Mr. Yu Ka Wai resigned as director of the Company.

On January 2, 2018, the Company, through its subsidiary, YIH, to acquire 100% of the outstanding equity capital of PBIL Entertainment (Holdings) Limited (“PBIL”) for US$1,282 from Law Kwok Lun, Alan. This transaction has the effect of making PBIL a wholly-owned subsidiary of the Company. PBIL is a limited company organized under the laws of Hong Kong. PBIL has no material assets, liabilities, or operations.

Details of the Company’s wholly owned subsidiaries as of ~~March~~June 3130, 2019 and 2018 are as follows:

Company	Date of Establishment	Place of Establishment	Percentage of Ownership by the Company			Principal Activities
			2019		2018
PBIL Entertainment (Holdings) Limited	December 19, 2017	Hong Kong		100%	100%	Dormant
YUS International Holdings Limited	December 23, 2013	Hong Kong		100%	100%	Investment holding

Our current business plan is to seek and identify appropriate business opportunity for development of our new line of business. We intend to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings. However, at the present time, we have not identified any business opportunity that we plan to pursue, nor have we reached any agreement or definitive understanding with any person concerning an acquisition or merger.

YUS INTERNATIONAL GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 – BASIS OF PRESENTATION

The unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the SEC. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. All significant intercompany balances and transactions have been eliminated.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

For the three months ended and as of ~~March~~June 3130, 2019, the unaudited consolidated financial statements include the accounts of the Company and the following wholly-owned subsidiary:

1)YUS International Holdings Limited (a Hong Kong corporation) (“YIH”)

2)PBIL Entertainment (Holdings) limited (a Hong Kong corporation) (“PBIL”)

The acquisition of all of the issued and outstanding stock of PBIL and YIH were on January 2, 2018 and January 12, 2017 respectively. All significant inter-company balances and transactions have been eliminated.

In the opinion of the management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position as of ~~March~~June 3130, 2019, results of operations and cash flows for the six months ended June 30, 2019. The results of operations for the six months ended June 30, 2019 are not necessarily indicative of the operating results for the full period.

810

~~flows~~YUS ~~for~~INTERNATIONAL ~~the~~GROUP ~~three months ended March 31, 2019. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full period.~~LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

(b) Fair Value of Financial Instruments

The carrying amounts of financial instruments such as cash and accounts payable approximate their fair value because of the short maturities of these instruments. The fair value of receivables from associated companies and payables to associated companies are not practical to estimate based upon the related party nature of the underlying transactions.

(i) Classification

The Company classifies its financial assets in the following measurement categories:

·those to be measured subsequently at fair value

·(either through other comprehensive income, or through profit or loss), and those to be measured at amortized cost

·The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

(ii) Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the Company commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

(iii) Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

YUS INTERNATIONAL GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Debt instruments

Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies its debt instruments:

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss.

Fair value through other comprehensive income (“FVOCI”): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through other comprehensive income, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss and recognized in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are presented as a separate line item in the statement of profit or loss.

Fair value through profit or loss (“FVPL”): Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in profit or loss and presented net within other gains/(losses) in the period in which it arises.

Equity instruments

The Company subsequently measures all equity investments at fair value. Where the Company’s management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognized in profit or loss as other income when the Company’s right to receive payments is established.

Changes in the fair value of financial assets at FVPL are recognized in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

YUS INTERNATIONAL GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of financial assets

The Company assesses on a forward- looking basis the expected credit losses associated with its debt instrument carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

(d) Financial liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value, in the case of loans and borrowings and payables, net of directly attributable transactions costs.

The subsequent measurement of financial liabilities of interest-bearing loans and borrowings are subsequently measured at amortized cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gain and losses are recognized in profit or loss when the liabilities are derecognized as well as through effective interest rate method amortization process. The effective interest rate amortization is included in finance costs in the statement of profit or loss.

Financial liability is derecognized when the obligation under liability is ~~discharged~~discharge or cancelled, or expires.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a current enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to ~~realize~~realise the assets and settle the liabilities simultaneously.

(e) Earnings/Losses Per Share

Basic earnings/losses per share is computed by dividing income/loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings/losses per share is computed similar to basic earnings/losses per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of the balance sheet dates, there were no dilutive securities outstanding.

YUS INTERNATIONAL GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(f) Foreign Currency Translation

The Company translates its foreign operations to US dollars in accordance with ASC 830, “Foreign Currency Matters “. The Company’s functional currency and reporting currency is U.S. dollar, except its subsidiary’s functional currency is Hong Kong Dollars (“HKD”).

The Company’s subsidiary, whose records are not maintained in that company’s functional currency, re-measure its records into its functional currency as follows:

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

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

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

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

The translation rates are as follows:

	3 months ended March 31, 2019		Year ended December 31, 2018		3 months ended March 31, 2018
	6 months ended June 30, 2019		Year ended December 31, 2018		6 months ended June 30, 2018
Period/year end HK$ : US$ exchange rate		0.1282		0.1282		0.1282
Average HK$ : US$ exchange rate for the period/year		0.1282		0.1282		0.1282

(g) Recent Accounting Pronouncements

In February 2018, the FASB issued ASU No. 2018-02, “Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income.” The ASU amends ASC 220, Income Statement — Reporting Comprehensive Income, to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” In addition, under the ASU, an entity will be required to provide certain disclosures regarding stranded tax effects. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.

In March 2018, the FASB issued ASU 2018-05 — Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate 14

11YUS INTERNATIONAL GROUP LIMITED

~~internationally.~~NOTES ~~The~~TO ~~Company~~CONDENSED ~~does~~CONSOLIDATED ~~not~~FINANCIAL ~~believe this guidance will have a material impact on its consolidated financial statements.~~STATEMENTS

(UNAUDITED)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases.” The ASU addresses 16 separate issues which include, for example, a correction to a cross reference regarding residual value guarantees, a clarification regarding rates implicit in lease contracts, and a consolidation of the requirements about lease classification reassessments. The guidance also addresses lessor reassessments of lease terms and purchase options, variable lease payments that depend on an index or a rate, investment tax credits, lease terms and purchase options, transition guidance for amounts previously recognized in business combinations, and certain transition adjustments, among others. For entities that early adopted Topic 842, the amendments are effective upon issuance of this Update, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. The Company does not believe this guidance will have a material impact on its consolidated financial statements.

In July 2018, the FASB issued ASU 2018-11 - Leases (Topic 842): Targeted Improvements. The ASU simplifies transition requirements and, for lessors, provides a practical expedient for the separation of nonlease components from lease components. Specifically, the ASU provides: (1) an optional transition method that entities can use when adopting ASC 842 and (2) a practical expedient that permits lessors to not separate nonlease components from the associated lease component if certain conditions are met. For entities that have not adopted Topic 842 before the issuance of this Update, the effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Update 2016-02. For entities that have adopted Topic 842 before the issuance of this Update, the transition and effective date of the amendments in this Update are as follows: 1) The practical expedient may be elected either in the first reporting period following the issuance of this Update or at the original effective date of Topic 842 for that entity. 2) The practical expedient may be applied either retrospectively or prospectively. All entities, including early adopters, that elect the practical expedient related to separating components of a contract in this Update must apply the expedient, by class of underlying asset, to all existing lease transactions that qualify for the expedient at the date elected. The Company does not believe this guidance will have a material impact on its consolidated financial statements.

Management has considered all other recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.

YUS INTERNATIONAL GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 4 – GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of ~~March~~June 3130, 2019, the Company has accumulated deficits of $1,~~275~~271,~~167~~010.

As of ~~March~~June 3130, 2019, the Company may need additional cash resources to operate during the upcoming 12 months, and the continuation of the Company may be dependent upon the continuing financial support of investors, directors and/or shareholders of the Company. The Company intends to attempt to acquire additional operating capital through private equity/debt offerings to the public and existing investors to fund its business plan. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

NOTE 5 –FINANCIAL ASSETS AT AMORTIZED COST

Non-current Asset

	March 31, 2019	December 31, 2018
	June 30, 2019	December 31, 2018
Unlisted debt instruments, at amortized cost
Bonds	2,~~075~~110,~~235~~455	1,765,516

During the period, the Company subscribed to additional fixed rate bonds with interest rate ranging from 8.75-8.89% per annum for maturity term of 8 years, issued by the major stockholder, YUS International Group Limited (“YUS”), a private entity that was incorporated in Hong Kong.

The bond was measured at amortized costs because assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest.

NOTE 6 – ACCRUED EXPENSES

Accrued expenses as of ~~March~~June 3130, 2019 and December 31, 2018 represent accrued fees payable to various professional parties and service providers.

NOTE 7–FIXED RATE BOND

On 24 August 2018, the Company issued a bond with a principal amount of $1,282,051(equivalent to HK$10,000,000) to an individual investor. The bond will be repayable in full by 23 August 2026. The bond bears a fixed interest rate at 8.80% per annum for 8 years payable by 7 instalments of $92,308 (equivalent to HK$720,000) each at the end of every year from the date of this bond and $256,410 (equivalent to HK$2,000,000) together with the Principal Sum after the maturity of Bond. Up to report date, the subscription of payment from investor to the bond was fully paid.

YUS INTERNATIONAL GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 8 – DEPOSITS RECEIVED

	March 31, 2019	December 31, 2018
	June 30, 2019	December 31, 2018
Deposits received for bonds	1,666,667	1,666,667

The Company entered into some bond subscription agreements with a few lenders and received deposit fund from them. Up to report date, the process of those bonds ~~has~~have not been completed yet, the deposit received is interest free until the completion of the issuance of the bonds.

NOTE 9– AMOUNT DUE FROM A DIRECTOR AND MAJOR STOCKHOLDER

The balances as of ~~March~~June 3130, 2019 and December 31, 2018 are unsecured, interest-free and has no fixed repayment terms.

NOTE 10 – CAPITAL STOCK

The Company is authorized to issue 225,000,000 shares of common stock, $0.1 par value. As of ~~March~~June 3130, 2019, there were 7,443,912 shares of the Company’s common stock issued and outstanding.

As of ~~March~~June 3130, 2019, Huang Jian Nan owned 624,789 shares or 8.4% of the Company’s common stock, and YUS International Group Limited owned 6,624,789 shares, or 89% of the Company’s common stock. Other than Huang Jian Nan and YUS International Group Limited, no person owns 5% or more of the Company’s issued and outstanding shares.

1317

YUS INTERNATIONAL GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 11 - TAXATION

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. For the period ended ~~March~~June 3130, 2019, and 2018, the Company incurred losses, resulting from operating activities, which result in deferred tax assets at the effective statutory rates. The deferred tax asset has been off-set by an equal valuation allowance.

The Company changed the domicile to the State of Nevada since 2004. Under the current law of Nevada, the Company is not subject to state corporate income tax. No provision for federal corporate income tax has been made in the financial statements as there are no assessable profits.

PBIL and YIH were incorporated under the laws of Hong Kong. Hong Kong profits tax rate is 16.5%. It is provided that profits tax rate 8.25% on assessable income up to $256,410 and 16.5% on any part of assessable profits over $ 256,410. PBIL and YIH did note generated taxable income in the Hong Kong for the ~~three~~six months ended ~~March~~June 3130, 2019 and 2018, and therefore, PBIL and YIH were not subject to Hong Kong profits tax.

NOTE 12- RELATED PARTY TRANSACTIONS

a.Related parties:

Name of related parties		Relationship with the Company
YUS International Group Limited		Major stockholder
Mr. Alex Cheung Fai Yu		Director

b.The Company had the following related party balances at ~~March~~June 3130, 2019 and 2018

	March 31, 2019	December 31, 2018
	June 30, 2019	December 31, 2018
Due from major stockholder:
YUS International Group Limited	210,345	210,345
Due from / (to) a director:
Mr. Alex Cheung Fai Yu	~~194~~174,076	194,076
Investment in bonds issued by major stockholder
YUS International Group Limited	2,~~075~~110,~~235~~455	1,765,516

(i)As of ~~March~~June 3130, 2019, and December 31, 2018, the above amounts due from major stockholder and a director are without interest and due on demand, respectively.

(ii)The Company subscribed to fixed rate bonds with interest rate ranging from 8.75-8.89% per annum for maturity term of 8 years, issued by the major stockholder, YUS International Group Limited (“YUS”), a private entity that was incorporated in Hong Kong.

1418

YUS INTERNATIONAL GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 13 – COMMITMENTS AND CONTINGENCIES

Operating lease commitments

As of ~~March~~June 3130, 2019, and December 31, 2018, the Company did not have commitments and contingency liability.

Legal proceeding

The Company is not currently a party to any legal proceeding, investigation or claim which, in the opinion of the management, is likely to have a material adverse effect on the business, financial condition or results of operation

1519

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

Results of Operation – ~~Three~~Six Months Ended ~~March~~June 3130, 2019

The following table summarizes the result of our operation during the ~~three~~six months ended ~~March~~June 3130, 2019.

	Three months ended March 31,						Increase
	Six months ended June 30,						Increase
	2019			2018			(decrease)		~~% Change~~
Revenue	$	-			-			-		-
Gross profit		-			-			-		-
Other Revenue/ (Expense)		~~906~~9,140			1345			~~893~~9,095		-
General & administrative		(48,~~737~~814)	)		(417,~~602~~310)	)		(~~135~~8,496)		~~2.98~~
Loss from operations		(3,831	)		(4,589	)		(758)		16.8
Profit / (loss) from operations		326			(17,265)			17,591
Income tax expenses		-						-		-
Loss for the period	$	(3,831	)		(4,589	)		(758)		16.8
Profit /(loss) for the period	$	326			(17,265)			17,591

General and administrative expenses

General and administrative expenses were US$48,~~737~~814 and $417,~~602~~310 for the ~~three~~six months ended ~~March~~June 3130, 2019 and the ~~three~~six months ended ~~March~~June 3130, 2018, respectively. The management has tried its best to fix the total professional fees for ~~one~~two ~~quarter~~quarters at US$48,000. This can be achieved with the co-operation of all the professional parties provided the increase in one item of professional fees are compensated by the decreases in other items of professional fees.

Other Revenue

Other revenue was $~~906~~9,140 and $1345 for the ~~three~~six months ended ~~March~~June 3130,2019 and ~~March~~June 3130, 2018, respectively. The increase in other revenue was due to interest income received from investing in financial assets more than interest charges on issuing fixed rate bonds.

Net ~~loss~~Profit

Net ~~loss~~profit was $~~3,831~~326 for the ~~three~~six- months ~~ended March 31, 2019 which was $758 less than the~~ period ended ~~March~~June 3130, ~~2018~~2019.

Liquidity and Capital Resources from Operations

Cash

There was cash balance of US$645,~~122~~046 onat ~~March~~June 3130, 2019.

Cash flows

Net cash used in operating activities was US$(~~534~~20,611) for the ~~three~~six months ended ~~March~~June 3130, 2019, compared with US$(312,~~852~~561) for the ~~three~~six months ended ~~March~~June 3130, 2018. The decrease in net cash outflow was due net ~~loss~~profit US$(3326,~~831),~~ adjusted by non-cash items of finance costs US$(2653,~~987~~973) and interest income US$2762,~~690~~910, and decrease ~~an increase~~ in accrued expenses US$ (412,000)

Net cash used in investing activities was US$(282,~~029~~051) for the ~~three~~six months ended ~~March~~June 3130, 2019, compared with US$130 for the ~~three~~six months ended ~~March~~June 3130, 2018. The increase in net cash outflow was due to cash payment for investment in financial assets.

Net cash from financing activities was US$020,000 for the ~~three~~six months ended ~~March~~June 3130, 2019, ~~compared~~it ~~with~~was ~~US$314,448~~due ~~for~~to ~~the~~decrease ~~three~~in ~~months~~amount ~~ended~~due ~~March~~from ~~31,~~a ~~2018~~director.

Working capital

We had a working capital surplus of $1998,~~025,893~~740 consisting of cash on hand of $645,~~122~~046 as of ~~March~~June 3130, 2019, as compared to working capital surplus of $1,335,534 and cash on hand of $927,685 as of December 31, 2018

Inflation

~~Inflation does not materially affect our business or the results of our operations.~~21

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures are appropriate and effective. They have evaluated these controls and procedures as of the date of this report on Form 10-Q. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Our management believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost- effective control system, misstatements due to error or fraud may occur and not be detected.

The Company’s management confirms that there was no change in the Company’s internal control over financial reporting during the quarter ended ~~March~~June 3130, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

1722

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such pending or threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

On January 31, 2019, the SEC sent a letter to the Company stating that it may revoke the Company’s registration under the Securities Act of 1933. The Company did not receive the letter until the following month. The Company is making efforts to become current in its filings.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There have been no unregistered sales of equity securities since last reported on the Company’s Form 10-K or 10-Q filed with the SEC.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits

Exhibit Number		Description

31.1		Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

1823

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.

	YUS INTERNATIONAL GROUP LIMITED
Dated:, July 23, 2019	By:	/s/ Ho Kam Hang
Dated:, 10 September 2019	By:	/s/ Ho Kam Hang
		Ho Kam Hang
		Chief Executive Officer
Dated: , July 23, 2019	By:	/s/ Chan Fuk Yu
Dated: , 10 September 2019	By:	/s/ Chan Fuk Yu
		Chan Fuk Yu
		Chief Financial Officer

1924

Filing Compare · YUS INTERNATIONAL GROUP Ltd