U. S. SECURITIES AND EXCHANGE ~~COMMISSION~~COMMISSIONWashington, D. C. 20549

Washington, D. C. 20549

FORM 10-K

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

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

For fiscal year ended December 31, 2019

OR

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

For the transition period from _________ to __________

For fiscal year ended December 31, 2018

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

For the transition period from _________ to __________

Union Bridge Holdings Limited

(Name of Registrant in its Charter)

Nevada	000-55731	32-0440076
(State or Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Jurisdiction ofIncorporation or Organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

Suite 4801, 48/F, Central Plaza,

~~Rm.~~ ~~1205,~~18 ~~12/F~~Harbour Road, ~~Harcourt~~Wan ~~House~~Chai, 39Hong ~~Gloucester~~Kong ~~Road,~~S.A.R.

Wanchai, Hong Kong

(Address of Principal Executive Offices)

Provide a copy of communications to:

Loeb & Loeb ~~LLP~~LLP345 Park Avenue, New York, New York 10154Attn: Giovanni Caruso

Registrant’s telephone number, including area code:

~~345~~(852) ~~Park~~2468 ~~Ave~~3103

New York, New York 10154

Attn: Giovanni Caruso

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

Not applicable

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

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ ☐ No x☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ ☐ No x☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x ☒ No ¨☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such fi les). Yes x ☒ No ¨☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨☐

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

Large accelerated filer ¨☐ Accelerated filer ¨☐ Non-accelerated filer x☒ 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 Act). Yes ¨ ☐ No x☒

At June 30, ~~2018~~2019, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $685,~~144~~668,~~021~~221 based on the closing sale price of the registrant’s common stock on June 30, ~~2018~~2019 of $30.6821 per share.

As of March 810, ~~2019~~2020, 53241,~~600~~146,~~000~~887 shares of the registrant’s common stock, par value $0.001, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: ~~None.~~

None.

Union Bridge Holdings Limited

Form 10-KKDecember 31, 2019

December 31, 2018

Table of Contents

		Page
Cautionary Note Regarding Forward-Looking Statements		3	3
Part I
PART I
Item 1.	Business	3	4
Item 1A.	Risk Factors.	13	9
Item 1B.	Unresolved Staff Comments.	27	18
Item 2.	Properties	27	18
Item 3.	Legal Proceedings	27	18
Item 4.	Mine Safety Disclosures	27	18
Part II
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	28	19
Item 6.	Selected Financial Data	28	19
Item 7.	Management’s Discussion and Analysis of Financial ~~Condition~~Conditions and Results of Operations	29	19
Item 7A.	~~Quantitative~~Qualitative and ~~Qualitative~~Quantitative Disclosures About Market Risk	34	22
Item 8.	Financial Statements and Supplementary Data	34	22
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	34	23
Item 9A.	Controls and Procedures	35	23
Item 9B.	Other Information.	36	24
Part III
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance.	37	25
Item 11.	Executive Compensation	41	28
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	42	29
Item 13.	Certain Relationships and Related Transactions, ~~and~~ Director Independence	43	30
Item 14.	Principal ~~Accountant~~Accounting Fees and Services.	44	30
Part IV
PART IV
Item 15.	Exhibits ~~and Financial Statement Schedules~~	45	31
Signatures			32
Item 16.	Form 10-K Summary.	45
Signatures		46

Table of Contents

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are discussed in greater detail under Item 1A - “Risk Factors” of this report.

We caution that the factors described herein and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

3 Table of Contents

PART I

Item 1. Business

Overview

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

The Company incorporated a new wholly owned subsidiary in the British Virgin Islands, First Channel Limited (“FC”), on March 18, 2016. This subsidiary was formed for investment holding.

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

On February 2, 2018, the Company’s subsidiary Union Beam Investment Limited (“UB”) established Qianhai Lianqiao Investment Consulting (Shenzhen) Company Limited, renamed as Union Beam Trading (Shenzhen) Limited (“UB Trading”), a wholly foreign owned entity in the People’s Republic of China (“PRC”), ~~engaging~~to engage in the ~~sales~~sale of healthcare products and services. On November 6, 2019, the Company disposed UB Trading to an unrelated party at no consideration.

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

On May 25, 2018, our subsidiary, Union Care Investment Limited in Hong Kong (“UC”) established Sino Silver (Qianhai) Holdings Ltd. (“Sino Silver Qianhai”), a wholly owned entity in the PRC, ~~engaging~~to engage in the provision of elderly home care services, to establish senior care centers and to provide community services. AsOn ofNovember ~~December 31~~6, ~~2018~~2019, UCthe ~~and~~Company disposed Sino Silver Qianhai ~~have~~to ~~not~~an ~~yet~~unrelated ~~commenced~~party ~~business~~at no consideration.

On September 20, 2018, Sino Silver Qianhai and UB established Sino Sliver (Beijing) Elderly Service Ltd. (“Sino Silver Beijing”) in the PRC to engaging elderly home care services, operate senior care centers and provide community services in the Beijing region. AsDue to the disposal of ~~December~~Sino 31Silver Qianhai and UB Trading to an unrelated party in November 6, ~~2018~~2019, Sino Silver Beijing ~~has~~is ~~not~~no ~~yet~~longer ~~commenced~~the ~~business~~Company’s subsidiary.

On December 27, 2018, the Company’s subsidiary UC established Sino Silver (Zhuhai Hengqin) Elderly Service Limited “(Sino Silver Zhuhai”), a wholly owned entity in the PRC engaging the elderly home care services, senior care centers and community services. AsOn of December 3117, ~~2018~~2019, the Company disposed Sino Silver Zhuhai ~~has~~to ~~not~~an ~~yet~~unrelated ~~commenced business~~party.

~~Since~~A ~~May~~loss ~~23,~~of ~~2016~~approximately we$7,662 ~~have~~incurred ~~taken steps to position our company to operate~~ in ~~two~~connection ~~segments~~with of the ~~health~~disposal ~~care industry: (i) as a distributor in Asia~~ of ~~technologically~~UB ~~advanced medical equipment devices and other lifestyle products and services for the elderly~~Trading, ~~including,~~Sino ~~but~~Silver ~~not~~Qianhai ~~limited to wheelchairs~~ and ~~telemedic~~Sino ~~devices,~~Silver ~~and (ii) as an operator of senior care facilities in Asia, including, but not limited to Hong Kong, China and Thailand~~Zhuhai.

We3 ~~intend~~Table ~~to grow primarily through mergers and acquisitions. Prospective targets are companies in the biotech industry, healthcare hospitality and service providers and manufacturers and suppliers~~ of innovative healthcare products and devices, including health supplements. Our intended expansion will require us to raise additional working capital. We do not have any present commitments from any potential providers of funds.Contents

~~4 Table of Contents~~Restructuring

~~The~~On ~~medical~~September ~~device~~24, ~~industry~~2019, inwe ~~Asia~~entered ~~offers~~into ~~distributors~~a ~~many~~Stock ~~opportunities.~~Purchase ~~While~~Agreement ~~many~~(the ~~sectors~~“Purchase ~~are~~Agreement”), ~~affected~~with byshareholders ~~economic~~of ~~downturns~~Conperin Group Inc., ~~the~~a ~~growth~~British Virgin Islands company, who together own shares constituting 100% of ~~medical~~the ~~technology~~issued ~~remains~~and ~~largely~~outstanding ~~undeterred~~ordinary ~~due~~shares Shares of Conperin Group Inc. Pursuant to ~~its~~the ~~indispensable~~terms ~~nature~~of ~~within~~the anPurchase ~~aging~~Agreement, ~~population.~~the Weshareholders ~~intend~~of Conperin Group Inc. transferred to ~~compete~~us all of their shares of Conperin Group Inc. in ~~this~~exchange ~~market~~for ~~based~~the ~~upon~~issuance ~~product~~of ~~quality~~187,546,887 ~~and~~shares ~~cost~~of ~~effectiveness~~our common stock (the “Stock Purchase”). ~~Competitive~~As ~~product~~a ~~pricing~~result ~~combined~~of ~~with~~the anStock ~~evolving~~Purchase, ~~product~~we ~~line~~are now a holding company, is ~~expected~~engaged toin ~~provide~~providing ustechnology ~~with~~in ~~the~~digital ~~opportunity~~media toindustry, ~~efficiently~~including ~~operate~~developing ina ~~designated~~branded ~~territories.~~social Wenetwork ~~will~~and ~~need~~e-commerce app platform aiming to ~~engage~~promote ~~local~~a ~~sales~~high ~~distribution~~quality ~~channels~~of inlife ~~connection~~for ~~with~~families ~~our~~and ~~medical~~seniors ~~products~~by using artificial intelligence, blockchain and ~~devices~~cognitive e-commerce technology in China, Hong Kong and Asia Pacific. ~~Our~~As ~~present~~a ~~management~~result ~~does~~of ~~not~~the ~~have~~consummation ~~experience~~of the Stock Purchase, we are no longer a shell company as that term is defined in ~~the~~Rule ~~sale~~12b-2 of ~~such~~the ~~products~~Securities ~~and~~Exchange ~~devices~~Act of 1934, as amended.

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

·Our ~~Acquire,~~CircleYY ~~develop,~~mobile ~~lease,~~application ~~own~~can ~~and/or~~be ~~manage~~downloaded aand ~~diversified~~used ~~portfolio~~free of ~~quality~~charge, ~~high~~and ~~level,~~we ~~healthcare~~will ~~properties~~generate ~~across~~our ~~multiple~~revenues ~~geographic~~from ~~locations,~~the ~~initially~~various inservices ~~Hong~~we ~~Kong~~offer on our platforms, ~~China~~dedicated to a 50+ client base and ~~Thailand;~~their ~~Align~~families: ~~ourselves~~(i) collaborations with ~~leading~~brands ~~healthcare~~and ~~companies,~~users ~~operators~~on ~~and~~the ~~service~~creation ~~providers,~~of ~~which,~~premium ~~over~~content (ii) the ~~long~~sale ~~term,~~of ~~should~~advertising ~~result~~on inour ~~higher~~social ~~net~~media ~~operating~~platform ~~cash~~(iii) ~~flows~~the ~~and~~sale ~~appreciation~~ of ~~property~~third-party ~~values;~~branded ~~and~~items, ·mainly ~~Establish~~fashion, ~~name~~beauty, ~~recognition~~daily inaccessories ~~the~~and ~~geographic~~services ~~areas~~on inour ~~which~~e-commerce ~~we operate~~platform.

WeAs ~~intend~~a toglobal ~~operate~~platform, inCircleYY ~~the most attractive sectors of the senior living industry in Asia. Our goal~~ is expected to betarget a ~~first~~global ~~choice~~audience in senior living by being a most trusted and effective senior living provider. Our senior housing facilities are intended to provide personalized care tailored to fit individual preferences and needs while treating residents with ~~dignity~~content ~~and~~designed ~~encouraging~~for ~~independence.~~universal ~~Our~~appeal ~~community~~amongst ~~and~~family ~~service offerings are intended to combine housing~~members, ~~health~~notably ~~care~~50+, ~~hospitality~~along ~~and ancillary services. Our senior living communities will offer residents a supportive home-like setting, assistance~~ with ~~activities of daily living and, in certain communities, licensed skilled nursing services. By providing residents with~~ a ~~range~~local offocus ~~service options as their needs change, we expect to provide greater continuity of care, enabling seniors to “age-in-place”, which we believe enables them to maintain residency with us~~ for ~~longer~~marketing ~~periods of time~~campaigns. The ~~ability~~initial ofopening ~~residents~~market ~~to age-in-place~~ is ~~also~~intended ~~beneficial~~ to ~~our~~be ~~residents~~Hong ~~and~~Kong ~~their~~SAR, ~~families~~followed ~~who~~by ~~are~~similar ~~concerned~~markets ~~with~~in ~~care~~the ~~decisions~~Asia-Pacific ~~for~~area ~~their~~and ~~elderly~~subsequently ~~relatives.~~Europe ~~With our planned platform of a range of community~~ and ~~service~~North ~~offerings, we believe that we will be positioned to take advantage of favorable demographic trends over time~~America.

WeOn ~~also~~September ~~intend~~27, to2019, ~~offer~~our inwholly-~~home~~owned ~~services~~subsidiary ~~for~~Conperin ~~the~~Group ~~elderly,~~Inc. ~~including~~established ~~housing~~Circle ~~care,~~YY ~~meal~~International ~~preparation~~Inc., ~~feeding,~~a ~~bathing~~limited ~~and~~company ~~dressing~~incorporated ~~services.~~in Inthe ~~addition,~~British weVirgin ~~intend~~Islands to(“Circle ~~establish~~International”), ~~community~~to ~~centers~~engage atin ~~which~~new ~~home-based~~business ~~seniors~~when ~~can~~any ~~receive~~suitable ~~medical~~business ~~support~~opportunity ~~and rehabilitation training~~arises. ~~Our~~As ~~present management does not have experience in the operation~~ of ~~senior~~December ~~care~~31, ~~facilities.~~2019, InCircle ~~connection~~International ~~with~~is ~~this~~ready ~~segment,~~to webe ~~intend~~engaged toin ~~partner~~the ~~with~~business ~~experienced~~activities ~~operators~~ of ~~senior~~the ~~care facilities~~Company.

~~Our~~On ~~proposed~~November ~~healthcare~~11, ~~business~~2019, isour atsubsidiary anCircle ~~early~~YY ~~stage~~Technologies ofHong ~~development.~~Kong NoLimited, ~~assurances~~which ~~can~~operates beour ~~given~~CircleYY ~~that~~platforms, welaunched ~~will~~its ~~obtain~~unique ~~capital~~ecosystem astechnology ~~and~~covering ~~when~~social ~~needed or that~~networking, ifcontent ~~obtained,~~and ~~we will successfully develop our healthcare business~~e-commerce.

Material Commitments

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

5On ~~Table~~March 23, 2018, our subsidiary, Windsor Honour Limited (“WHL”) entered into a Binding Heads of ~~Contents~~Agreement with the owner of a land parcel for a senior care facility to be established in Chang Mai, Thailand. The parties will negotiate in good faith toward definitive agreements regarding the project. WHL would lease the land and be the developer of the project and would own the buildings on the site. WHL would have full control of the design and supervision of the construction of the project, as well as daily operations and management of the project. The land owner would be responsible for obtaining necessary construction, operation and other permits for the project and would provide necessary liaison with government officials. Total investment in the project for development and construction is estimated to be approximately 200 million Thai Baht (approximately US$6.4 million at current exchange rates), for which WHL would be responsible to obtain financing. WHL would also be responsible for arranging financing of operating costs until they can be funded from operations. The project would lease the land for 90 years with automatic renewals, each for 30 years. The total rent for the first 90 years would be 10 million Thai Baht (approximately US$320,000 at current exchange rates). In addition to the rent, WHL may consider a discretionary bonus to the land owner (with details to be agreed in the definitive agreements).

NoUpon ~~assurance~~signing ~~can~~the bedefinitive ~~given~~agreement, ~~however~~WHL will pay 2 million Thai Baht (approximately US$64,300 ~~that~~at current exchange rates) as a deposit to the ~~Chang~~land ~~Mai~~owner within 90 days, ~~Thailand~~which will be refundable if the development plan for the land as a senior nursing home facility ~~project~~has ~~will~~not bebeen ~~successfully~~approved ~~developed~~by ~~and~~the ~~operated~~competent ~~because~~government authority within one year, ~~(i)~~or ~~WHL~~if ~~may~~before ~~not~~that ~~successfully~~date ~~negotiate~~such ~~definitive~~authority ~~agreements~~has definitively denied the application for the ~~project,~~development ~~(ii)~~plan ~~required~~upon ~~permits~~the ~~may~~request ~~not~~of beWHL. ~~obtained~~Otherwise, ~~and~~the ~~(iii)~~deposit ~~required~~will ~~financing~~be ~~may~~applied ~~not~~to bethe ~~obtainable~~rent for the land.

~~Through~~No ~~our~~assurance ~~subsidiary,~~can ~~Phoenix~~be ~~Creation Global Limited ("Phoenix")~~given, ~~on Apr 20~~however, ~~2018~~that wethe ~~entered~~Chang ~~into~~Mai, aThailand ~~Letter~~senior offacility ~~Intent~~project ~~with~~will ~~Shenyang~~be ~~Shenhe~~successfully ~~Yixi~~developed ~~Home~~and ~~Care~~operated ~~Service~~because, ~~Center~~ (~~"Shenyang Yixi"~~i) toWHL ~~enter~~may ~~into~~not asuccessfully ~~joint~~negotiate ~~venture~~definitive toagreements ~~promote~~for the ~~development~~project, of(ii) ~~the~~required ~~elderly~~permits ~~care~~may ~~business~~not inbe ~~China.~~obtained, ~~After completing our due diligence~~ and ~~further~~(iii) ~~discussion~~required ~~with~~financing ~~Yixi,~~may ~~we have determined~~ not tobe ~~pursue a transaction with Yixi~~obtainable.

~~Through~~4 ~~our~~Table ~~subsidiary, Phoenix Creation Global Limited (“Phoenix”), on May 10, 2018 we signed a Memorandum~~ of Understanding with Beijing Yi Du Bai Shan Enterprise Management Limited (“Yi Du”) regarding the prospective development and operation of senior healthcare facilities in Beijing, China and the prospective purchase of 85% of the shares of Yi Du. After completing our due diligence and further discussion with Yi Du, we have determined not to pursue a transaction with Yi Du.Contents

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

OnThe ~~November~~pace ~~6, 2018, our subsidiary, First Channel Limited (“First Channel”), signed a Memorandum~~ of ~~Understanding~~population ~~("MOU")~~ageing ~~with~~around ~~APrevent~~the ~~Medical~~world ~~Inc.~~is ~~("APrevent")~~growing ~~regarding~~faster athan ~~potential~~at ~~share~~any ~~exchange~~time ~~between~~in ~~UGHL~~the ~~and APrevent~~past. ~~APrevent~~According isto athe ~~medical~~World ~~device~~Health ~~company which designs~~Organization, ~~manufactures~~the ~~and~~proportion ~~distributes~~of ~~medical~~the ~~equipment~~world’s ~~and~~population isover ~~currently~~60 ~~developing~~years ~~two~~will ~~projects,~~nearly ~~including~~double ~~Vocal~~from ~~Implant~~12% ~~System~~to ~~(VOIS).~~22% ~~VOIS~~between is2015 aand ~~laryngeal~~2050. ~~implant~~A ~~used~~longer ~~for~~life ~~glottis~~brings ~~insufficiency~~with ~~(vocal~~it ~~fold~~opportunities, ~~paralysis).~~not ~~Medialization~~only ~~thyroplasty~~for ~~Type~~older Ipeople ~~(MT)~~and istheir ~~the~~families, ~~standard~~but ~~treatment~~also for ~~glottis~~societies ~~insufficiency,~~as bya ~~inserting~~whole. ~~artificial~~Additional oryears ~~transplanted~~provide ~~materials into~~ the ~~paraglottic~~chance ~~space~~ to ~~achieve~~pursue ~~glottis~~new ~~closure.~~activities Insuch ~~patients~~as ~~with~~further education, a ~~large~~new ~~glottis~~career ~~gap~~ or ~~high~~pursuing ~~vagal~~a ~~lesions,~~long- aneglected ~~surgical~~passion. ~~procedure,~~Older ~~arytenoid~~people ~~adduction~~also ~~(AA),~~contribute ~~can~~in bemany ~~performed~~ways to ~~reduce~~their ~~the~~families ~~posterior glottis gap~~ and ~~correct the vertical height difference between the vocal folds~~communities. ~~Unlike~~Yet ~~existing products, APrevent’s VOIS implant combines~~ the ~~advantage~~extent of ~~both~~these MTopportunities and AAcontributions ~~for~~depends ~~optimized~~heavily ~~results. The prospective share exchange is subject to the results of each party’s due diligence, agreement~~ on ~~valuation~~two ~~(and~~factors: ~~therefore~~their ~~number~~health ~~of shares to be exchanged), negotiation of definitive agreements~~ and ~~approval~~their ofquality ~~the board~~ of ~~directors of each party~~life. ~~Accordingly, no assurance can be given that the share exchange will be completed.~~

~~Industry~~According to the Hong Kong Census and ~~Market~~Statistics ~~Overview~~Department (report no.67, June 2019), between 2016 and 2018, smartphone users aged over 65 increased by 35%. 95% of internet users aged over 65 used the internet for online social activities. Retirees spent an average of 7.1 hours per week for online social activities and this number is increasing. There is still a strong margin of progression for e-commerce use: only 37% of the aged 45-54 population bought online in the last 12 months, so did 18.4% of the aged 55-64 population and 2.8% of the aged over 65 population. This means there are already 325,100 online shoppers in the 50+ group: the total catchment audience in Hong Kong SAR of adult users is around 1.2 million users.

~~The~~Corporate healthcare industry in Asia is expected to grow by 11.1% in 2018, representing one of the fastest growing regions in the world. This positive growth is fueled by the increasing adoption of technology, innovative healthcare access programs and the delivery of care outside of traditional hospital settings. Frost & Sullivan estimates that the Asian healthcare industry will grow to US$517 billion in 2018.Structure

~~The~~Our ~~world’s~~current ~~aging~~corporate ~~population~~structure ~~has~~is ~~received~~set ~~growing~~forth ~~attention~~below: in recent years bringing the issue of the need for quality elder care options to the forefront. As the elderly population grows at an accelerating rate, many businesses now view elder care as a “sunrise industry” which can offer attractive returns for investors. Today, growth in senior living market presents both tremendous opportunities and challenges.

~~The~~5 ~~senior~~Table ~~living industry is generally highly fragmented and characterized by numerous local and regional operators. We believe that a number~~ of trends will contribute to the continued growth of the senior living industry in coming years. As a result of scientific and medical breakthroughs over the past 30 years, seniors are living longer. Due to demographic trends, and continuing advances in science, nutrition and healthcare, the senior population will continue to grow, and we expect the demand for senior living services to continue to increase in future years. There is a growing consumer awareness among seniors and their families concerning the types of services provided by senior living operators, which has further contributed to the demand for senior living servicesContents

6Our ~~Table~~Competitive ~~of Contents~~Strengths

~~Challenges~~We inbelieve ~~this~~that ~~industry~~we ~~include~~have ~~increased regulation of~~ the ~~assisted~~following ~~living~~key ~~and~~competitive skilled nursing sectors. The regulatory environment continues to intensify in the number and types of laws and regulations affecting this industry, accompanied by increased enforcement activity by governmental officials.strengths:

~~Competition~~● First-mover advantages and strong brand recognition. There are plenty of social networks and e-commerce platforms but we believe that CircleYY will be the first to combine these two components along with a consistent theme, that of building a family lifestyle with positive values and empowering the 50+ population. Combined with a brand that boldly showcases the company values, this delivers a clear first mover advantage that we expect to quickly provide strong brand recognition amongst the target audience. ● User-friendly website and app design. We have designed and developed our app and website with a sleek and user-friendly interface, which can support visitors and branded products for sale on our e-commerce platform. Simplicity and accessibility are extremely important factors given our target user audience, which includes people aged above 50+ who will appreciate ease of use. ● A strong technology back office. Our technology team has built a back office that uses the latest advances to create a strong data analytics function.

Our competition includes other distributors of technologically advanced medical equipment and other lifestyle products and services for the elderly and operators of senior care facilities. Some of our competitors may have significantly greater financial, marketing and human resources than we do. Our competitors may undertake more far-reaching marketing campaigns, including Internet based advertisements, and adopt more aggressive pricing policies that may allow them to build larger customer and distribution bases than ours. Our competitor’s products and services may achieve greater market acceptance than ours.

	-	Artificial intelligence powered e-commerce and data analytics. This enables to track the popularity of editorial articles, e-commerce products, photos, videos, advertisements and have a deeper understanding of the preferences of our visitors, followers and online shoppers.

	-	Blockchain technology is used for both payment security, transaction tractability and product authenticity.

	-	Cognitive computing helps to improve the user experience, a very important factor when catering for 50+ users.

	-	Organic data collection will help the system keep learning and improving in order to serve the users.

●	Advanced technology to provide efficient and scalable service to meet future user growth. The CircleYY vertical social eCommerce platform is built in microservices architecture. The platform is fully modularized, which enables us to easily upgrade each microservice module without any effect on another part of the system. While we design the API (application programming interface) by using the RESTful* standard, we have built an implement API gateway with GraphQL, which makes our agile software development even faster.

Customers

	●	Appealing fun and interactive loyalty program. We believe that it is important to ensure that our users join the app but also return afterwards. To that effect, an entertaining loyalty system based on gamification processes and interaction between users has been put into place to reward and incentivize repeat users.

	●	Experienced management team with a proven track record. We have a professional and experienced senior management team with a proven track record. Shan Ho, CircleYY’s CEO and founder, has vast experience as a start-up entrepreneur. Chris Zhang is our Chief Operating Officer, a senior technology business management executive and specialist software development engineer with over a 10+ successful international track record extending nationally across China, through South East Asia to Europe. By combining our management’s capability in implementing growth strategies and our in-depth knowledge in the digital media industry, our management team is well suited to capture potential market opportunities in social networking and e-commerce segments.

We6 ~~have~~Table no regular customers and have had nominal operating revenues to date. We do not expect to achieve significant revenues from our medical and lifestyle equipment and service business or our senior care facilities business until the second half of ~~2019, at the earliest. We do not expect a single or small group of customers to account for a substantial portion of our revenues.~~Contents

~~Employees~~Our Initial Target End Users and Acquisition

AtOur ~~March~~user 8,target ~~2019~~group weis ~~had~~comprised ~~three~~of ~~executive~~families ~~officers~~and users aged 50 and noabove, ~~other~~both ~~employees~~active and retired. ~~None~~We expect that these user groups will be a major target of our ~~employees~~editorial ~~are~~content ~~represented~~which bywill aim to create a ~~union~~new market standard in terms of a healthy, positive quality of life for 50+ users and stimulate them to stay active, whilst staying connected to current trends. Users will also be encouraged to post content on the social media feed and share their expertise in certain fields (business, crafts, cooking, hiking, travel experiences etc) in order to inspire others whilst becoming key opinion leaders (KOLs).

~~Government~~Growth ~~Regulation~~Strategy

~~The~~Our ~~healthcare~~objectives ~~industry~~are into ~~Asia~~build and ~~elsewhere~~consolidate isour ~~highly~~position ~~regulated~~as atone of the ~~local,~~most ~~regional~~innovative ~~and~~social ~~national~~networking ~~level~~ and ise-commerce ~~subject~~platforms ~~to evolving standards. Healthcare laws, rules~~ and ~~regulations~~to ~~require~~achieve ~~compliance~~rapid ~~with~~but ~~establish~~sustainable ~~standards~~growth. ~~and~~We ~~are~~intend ~~intended~~ to ~~provide~~achieve ~~safe~~these ~~healthcare~~objectives toby implementing the ~~general~~following ~~public.~~strategies, ~~The~~although ~~costs~~there ofis ~~compliance~~no ~~with~~guarantee ~~such~~that ~~rules~~our ~~and~~growth ~~regulation~~plan ~~can~~will be ~~significant.~~successful:

~~Share~~Internationally ~~Purchase~~expanding ~~Agreement~~our e-commerce platform

OnWe ~~February~~intend ~~18,~~to ~~2016,~~expand ~~Yuhua~~our ~~Xu,~~platform ~~the~~in ~~controlling~~order ~~shareholder,~~to ~~Chief~~facilitate ~~Executive~~penetration ~~Officer~~into ~~and~~different ~~sole~~markets ~~director~~and ofbuild ~~the~~a ~~Company,~~global ~~entered~~brand. ~~into~~To ~~and~~achieve ~~closed~~this ongoal, awe ~~Share~~intend ~~Purchase~~to ~~Agreement~~further ~~with~~customize ~~Mary~~our ~~Ho,~~digital ~~Rudolf~~media ~~Novotny,~~platform ~~Shan~~to ~~Ho,~~cater ~~Lily~~for Hovisitors ~~and~~from ~~Moana~~different Hoparts ~~(each~~of athe ~~“Purchaser”~~world ~~and~~with ~~collectively,~~different ~~the~~language ~~“Purchasers”)~~preference. ~~whereby~~After ~~the~~launching ~~Purchasers~~with ~~purchased~~an ainitial ~~total~~marketing ofstrategy ~~7,990,000~~based ~~shares~~around ofHong ~~the~~Kong ~~Company’s~~SAR, ~~common~~we ~~stock~~will ~~(the~~expand ~~“Shares”)~~to ~~from~~other ~~Yuhua~~regional ~~Xu,~~cities ~~for~~with ansizeable ~~aggregate~~English ~~price~~language ofspeaking ~~$223~~demographics,~~720.~~ ~~The~~such ~~Shares~~as ~~acquired~~Singapore, ~~represented~~Kuala ~~approximately~~Lumpur, ~~74.53%~~and ofManilla, ~~the~~and ~~issued~~countries ~~and~~before ~~outstanding~~targeting ~~shares~~other ofglobal ~~common~~destinations, ~~stock~~notably ofEurope ~~the~~and ~~Company~~North America.

~~Amended~~Increasing ~~and~~CircleYY ~~Restated~~branded ~~Articles~~products

InWe ~~connection~~intend ~~with~~to ~~our~~add ~~desire~~new toCircleYY ~~expand~~branded ~~our business~~products, wenotably ~~filed~~in ~~Amended~~the technology and ~~Restated~~lifestyle ~~Articles~~fields, ofin ~~Incorporation~~order ~~with~~to ~~the~~create ~~Nevada~~a ~~Secretary~~strong ofbrand ~~State~~image onand ~~May~~provide ~~23,~~accessible ~~2016~~items that will be ideal gifts to: 50+ users.

1.Enhancing ~~Change~~ the ~~Company’s~~fun corporate name from Costo Inc. To Union Bridge Holdings Limited; 2. Increase the number of authorized shares of common stock, $0.001 par value, from 75,000,000 to 1,000,000,000; 3. Create a class of preferred stock consisting of 20,000,000 shares, the designations and ~~attributes~~interactive ofloyalty ~~which are left for future determination by our board of directors; and 4. Effect a 1 for 5 forward stock split of the Company’s issued and outstanding common stock.~~program

7We ~~Table~~intend ofto ~~Contents~~add new features to our loyalty program in order to attract more users, notably via a gamification process.

~~The~~Promoting ~~Amended~~our ~~and~~CircleYY ~~Restated~~Brand ~~Articles~~name ofto ~~Incorporation~~attract ~~became~~a ~~effective~~wider oncustomer ~~June~~base ~~21,~~and ~~2016~~increase ~~upon~~consumer ~~approval by The Financial Information Regulatory Authority.~~loyalty

~~Change~~Enhancing our brand name in ~~Fiscal~~the ~~Year~~industry ~~End~~will allow us to solidify and broaden our customer base by growing market awareness of our products. We intend to seek partnerships with well-known premium fashion and lifestyle brands for the e-commerce component, which we believe will help position CircleYY as the ideal platform when it comes to purchasing gifts for and showing appreciation to 50+ users.

OnCollaborating ~~May~~with ~~23,~~leading ~~2016~~Non-Governmental weOrgnizations ~~changed~~to ~~our~~promote ~~fiscal~~common ~~year~~values ~~end~~and ~~from~~corporate ~~November~~social ~~30 to December 31~~responsibilities.

~~Available~~CircleYY ~~Information~~promotes positive values such as an improved quality of life for 50+ people, bringing together families irrespective of generations and distance and generally positive change in the mindset of society. As such its values are aligned with several global non-governmental organisations and campaigns, such as the Junior Chamber International or the United Nations Sustainable Development Goals. CircleYY intends to seek partnerships with like-minded corporations

We7 ~~make~~Table ~~available, free~~ of charge, or through our Internet website, at www.ughl-us.com, our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. Our Internet website and the information contained therein or connected thereto are not intended to be, and are not, incorporated into this Annual Report.Contents

Our ~~reports,~~CircleYY ~~registration~~App ~~statements and other information can be inspected on the SEC’s website at www.sec.gov.~~Platform

~~Implications~~The CircleYY platform, aiming at revolutionizing intergenerational relationships by becoming the first family focused vertical social network platform, includes the CircleYY mobile application and a variety of ~~Being~~related anproperties, ~~Emerging~~features, ~~Growth~~functionalities, ~~Company~~tools and services that we intend to provide to users, customers and platform partners. The CircleYY mobile application, which is available on Android and iOS platforms, enables users to share family stories, build meaningful interactions between seniors and their family members, discover and buy fashion, beauty and other daily lifestyle products and services. We connect people and facilitate interactions based on location, interests and a variety of activities including pictures and short videos. CircleYY offers a personal and lively way for users of all ages to get to know their family members better and enables 50+ users to meet like-minded people. It facilitates connecting, communicating, interacting, and content sharing with others. CircleYY features various social networking features, including uploading functions, pictures and short video services, hobby groups, a private family network and other live interactive experiences. CircleYY’s social features are increasingly integrated with video and audio functions to offer more fun and entertaining contents and to enhance and encourage social interactions between users. On December 2019, CircleYY launched its website (www.circleyy.com) and the CircleYY mobile application expects to be launched around mid-2020.

WeKey ~~qualify~~features asand anfunctionalities ~~“emerging~~offered ~~growth~~by ~~company” as defined in~~ the ~~Jumpstart~~CircleYY ~~Our~~mobile ~~Business~~platform ~~Startups Act, or JOBS Act, enacted in April 2012. An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions~~ include, ~~but~~the ~~are not limited to~~following:

·Follow not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes- Oxley Act of 2002, or Sarbanes-Oxley Act; · reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and · exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved.functions

WeThe ~~may~~Follow ~~take~~tab ~~advantage~~aggregates ofcontent ~~these~~that ~~provisions~~a ~~through~~user ~~December~~chooses ~~31,~~to ~~2020.~~follow Ifand ~~certain~~video ~~events~~content ~~occur~~our ~~prior~~algorithm “thinks” the user might want to ~~December~~follow ~~31,~~based ~~2020,~~on ~~including~~our ifdata weanalytics. ~~become~~There are two subsections within the tab. The “Follow” section under the Follow tab contains a stream of feeds created by people followed by the user while the “~~large~~Recommended” ~~accelerated~~section ~~filer~~features popular short video content that our recommendation engine,” based on our ~~annual~~data ~~gross~~analytics, ~~revenues~~believes ~~exceed~~the $1user ~~billion~~might like or wesuggests ~~issue~~the ~~more~~user ~~than~~to $1follow. ~~billion~~The algorithm of ~~non-convertible~~the ~~debt~~recommendation inengine ~~any~~computes ~~three-year~~and ~~period,~~makes werecommendations ~~would~~based ~~cease~~on toa bevariety anof ~~emerging~~factors ~~growth~~including ~~company~~users’ ~~prior~~personal topreferences ~~December~~as ~~31,~~well ~~2020~~as the overall popularity of a specific short video clip.

WeFamily may choose to take advantage of some but not all of these reduced burdens. We have taken advantage of certain of the reduced disclosure obligations regarding executive compensation in this registration statement and ~~may~~group elect to take advantage of other reduced burdens in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.functions

~~Under~~Our ~~the~~application ~~JOBS~~allows ~~Act,~~users ~~emerging~~to ~~growth~~create ~~companies can delay adopting new~~ and/or ~~revised~~participate ~~accounting~~in ~~standards~~family ~~until~~groups ~~such~~and ~~time~~social asgroups ~~those~~created ~~standards~~across ~~apply~~points toof ~~private companies~~interest. ~~However,~~Each wegroup ~~have~~is ~~irrevocably~~given ~~elected~~a ~~not~~shared toCircleYY ~~avail~~discussion ~~ourselves~~page ofon ~~this~~which ~~extended~~group ~~transition~~members ~~period~~can ~~for~~discuss ~~complying~~their ~~with~~common ~~new~~interests, orpost ~~revised~~their ~~accounting standards and~~photos, ~~therefore,~~exchange wemessages ~~will~~and beorganize ~~subject~~other toonline ~~the~~and ~~same~~offline ~~new~~events. orIndividuals ~~revised~~can ~~accounting~~connect ~~standards~~with aseach other ~~public~~regarding ~~companies~~common ~~that are not emerging growth companies~~interests.

WeUser ~~are~~Profile also a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and have elected to take advantage of certain of the scaled disclosure available to smaller reporting companies.Page

8If ~~Table~~a user is interested in finding out more about another user on our platform, he or she can review the User Profile page, which is a function that we offer to provide a quick snapshot of ~~Contents~~a user. Information featured on this page includes profile pictures, account status such as activeness, popularity, the user’s historical posts and videos shared as well as the broadcasters.

Our ~~Corporate~~Website ~~Information~~- CircleYY.com

Our ~~corporate~~website ~~headquarters~~CircleYY.com ~~are~~has ~~located~~been atlaunched ~~Room~~in ~~1205,~~December ~~12/F~~2019 which provides a platform for the publication of news and articles that update our followers and visitors about the latest lifestyle trends for 50+ users, ~~Harcourt~~notably ~~House~~with articles or videos about fashion, 39footwear, ~~Gloucester~~entertainment, ~~Road~~music, ~~Wanchai~~lifestyle, ~~Hong~~technology ~~Kong~~and design. We expect to bring to our followers and visitors the latest trends in fashion, lifestyle, culture and music, that interest our ~~telephone~~senior ~~number~~users isand ~~+852~~their ~~2468~~family ~~3012~~member followers and visitors. Our ~~filings~~content ~~with~~is ~~the~~updated ~~Securities~~on ~~Exchange~~a ~~Commission,~~continuous orbasis. ~~SEC~~It will also have similar family network, ~~are~~e-commerce ~~available~~and ~~free~~social ofnetwork ~~charge~~functions ~~through~~to the ~~SEC~~mobile ~~website~~app.

~~Item~~8 ~~1A.~~Table ~~Risk~~of ~~Factors.~~Contents

AnOur ~~investment~~CircleYY in our common stock involves a high degree of risk. Investors should carefully consider the risks described below, together with all of the other information included in this Annual Report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and investors may lose all or part of their investment. Investors should read the section entitled “Cautionary Note Regarding Forward-Looking Statements” above for a discussion of what types of statements are forward-looking statements as well as the significance of such statements in the context of this Annual Report.Store

~~Risks~~CircleYY ~~Related~~caters Toto ~~Our~~consumers’ ~~Business~~ever-growing demand for high-quality products and ~~Financial~~premium ~~Condition~~shopping experience. We have positioned CircleYY as a trusted platform for senior consumers and their family members. CircleYY is intended to be the partner of choice for brands. Brands and retailers are expected to operate their own flagship stores on the CircleYY platform with unique brand identities and look and feel, accompanied by full control over their own branding and merchandising. We seek to build our mind-share among consumers to position CircleYY as the premier shopping destination for premium items, highlighting value and convenience for senior people and their families. We plan to strengthen consumer recognition of CircleYY’s value proposition in consumer products through promotional events and strategic partnerships.

~~There~~Our isDigital ~~substantial doubt as to our ability to continue as a going concern.~~Content

~~Since~~As ~~our~~an ~~inception,~~operator weof ~~have~~social ~~achieved~~networking ~~minimal revenues~~ and ~~have~~e-commerce ~~suffered~~platforms, ~~recurring~~we ~~losses~~view ~~from~~content ~~operations.~~management Weand domonitoring ~~not~~as ~~expect~~a tocritical ~~achieve~~part ~~continuous revenues until the second half~~ of ~~2019~~our ~~at the earliest~~operations. We ~~had~~monitor aand ~~working~~screen ~~capital~~user ~~deficiency~~information ofand ~~$484,912~~user asgenerated ofcontent ~~December~~against ~~31,~~a ~~2018.~~spam ~~Further losses are anticipated in the development of our business. Therefore~~list, ~~our~~which ~~continuation~~is as a ~~going~~list ~~concern is dependent upon our completion~~ of acontent ~~future~~and ~~financing.~~behaviors ~~However, there is no assurance~~ that we ~~will~~have bedetermined ~~successful in completing such a financing. If we~~ are ~~unable~~likely to ~~fund~~be ~~future~~indicative ~~operations by way~~ of ~~financing,~~inappropriate ~~including public~~ or ~~private~~illegal ~~offerings~~content ~~of equity~~ or ~~debt~~illegal ~~securities~~activities. Additionally, our ~~business~~users ~~and~~can ~~financial~~also ~~condition~~easily ~~will~~report befraud ~~adversely~~if ~~impacted.~~they Ascome aacross ~~result~~suspicious content, ~~there~~and iseach ~~substantial~~user ~~doubt~~complaint asis toprocessed by our ~~ability~~content tomanagement ~~continue~~and asmonitoring ~~a going concern~~system.

~~The~~Our ~~audit~~editorial ~~opinion~~teams follow the latest trends in fashion, lifestyle, culture and ~~notes~~music ~~that~~and ~~accompany~~gather ~~our~~information ~~consolidated~~from ~~financial~~various ~~statements~~sources. ~~for~~Our ~~the~~editors ~~year~~select ~~ended~~and ~~December~~present ~~31,~~news ~~2018,~~and ~~refer~~events which appeal to ~~the~~families ~~substantial~~and ~~doubt~~people ~~regarding~~of 50+ through our ~~ability~~editorial toexperience ~~continue~~and asknowledge ain ~~going~~the ~~concern~~fashion and digital media industries. ~~The~~When ~~accompanying~~appropriate, ~~financial~~our ~~statements~~editors ~~have~~also ~~been~~seek ~~prepared~~to ~~assuming~~verify ~~that~~information wegathered ~~will~~by ~~continue~~conducting asindependent aresearch ~~going~~or ~~concern~~interviews with third-parties. ~~Our~~Through ~~financial~~our ~~statements~~rigorous docuration ~~not~~and ~~include~~review ~~any~~process, ~~adjustments~~our editors seek to report and produce digital content such as articles and videos that ~~may~~are ~~result~~most ~~from~~relevant ~~the~~and ~~outcome~~interesting ofto ~~this~~our ~~uncertainty~~audience. We doutilise ~~not~~data ~~have~~analytics ~~sufficient~~to ~~cash~~track tothe ~~fund~~popularity ~~planned~~of ~~operations~~articles orsuch ~~meet~~that our ~~obligations~~editorial ~~for~~teams ~~the~~are ~~next~~able 12to ~~months~~choose ~~without~~better ~~raising~~content ~~additional~~that ~~funds~~is suitable for different user groups according to their preferences.

~~Because~~Our weServices ~~have~~and ~~a very limited operating history, investors have little basis to evaluate our ability to operate.~~Products

~~Our activities to date have been focused on raising capital, developing a business plan, and positioning the Company to act on such business plan.~~ We ~~have~~currently ~~generated~~generate ~~minimal~~ revenues primarily from ~~our~~value-added ~~business. Consequently~~service, wemobile ~~face~~marketing ~~all of the risks commonly encountered by businesses that lack an established operating history including the need for additional capital~~services, ~~personnel~~ and ~~intense~~other ~~competition~~services. ~~There is no assurance that our business plan will be successful.~~

~~The~~Value-added ~~global nature of our operations exposes us to numerous risks that could materially adversely affect our consolidated financial condition and results of operations.~~Service

WeOur ~~intend~~value-added toservice ~~offer~~primarily ~~and~~consists ~~sell~~of ~~our~~subscription ~~products~~services ~~and~~that ~~services~~provide inpaying ~~several~~users ~~countries~~with ~~subjecting~~features usand tofunctions ~~the~~for ~~risks~~better ~~inherent~~user-friendly inexperience ~~foreign~~on ~~operations~~CircleYY. ~~Economic~~We ~~uncertainty~~provide inenhanced ~~some~~membership ofprivileges ~~the~~to ~~geographic~~CircleYY ~~regions~~users inwho ~~which~~subscribe ~~we intend~~ to ~~operate,~~our ~~including~~membership ~~developing~~package ~~regions,~~by ~~could~~paying ~~result~~membership ~~in the disruption of commerce and negatively impact cash flows in those areas~~fees.

9Mobile ~~Table~~Marketing ~~of Contents~~Services

~~Risks~~We ~~inherent~~seek into provide advertising and marketing solutions to enable our ~~international~~customers ~~operations~~to promote their brands and conduct effective marketing activities. We provide our customers with analytical tools to enable them to track and improve the effectiveness of their marketing campaigns on our platform. Our advertising and marketing customers include brand marketers, local merchants, application developers and publishers as well as other small and medium-sized businesses and individuals. Our mobile marketing services currently include the following:

·In-feed ~~foreign~~marketing currency exchange controls and tax rates; · foreign currency exchange rate fluctuations, including devaluations; · the potential for changes in regional and local economic conditions, including local inflationary pressures; · restrictive governmental actions such as those on transfer or repatriation of funds and trade protection matters, including antidumping duties, tariffs, embargoes and prohibitions or restrictions on acquisitions or joint ventures;solutions.

·We ~~changes~~offer inadvertising ~~laws~~units ~~and~~that ~~regulations,~~appear ~~including~~as ~~laws~~feeds ~~and~~on ~~policies~~the ~~affecting~~CircleYY ~~trade~~social ~~and~~platform ~~foreign~~features. ~~investment;~~We ·offer ~~the~~advertising ~~difficulty~~units ofin ~~enforcing~~various ~~agreements~~formats, including text-based content, pictures, video clips and ~~collecting~~function ~~receivables~~that ~~through~~enables ~~certain~~direct ~~foreign~~application ~~legal~~downloads. ~~systems;~~In ·addition, ~~more~~our ~~expansive~~advertising ~~legal~~system ~~rights~~also ofallows ~~foreign~~customers ~~unions~~to ortarget ~~works~~certain ~~councils;~~cohorts ·of ~~changes~~users inbased ~~labor~~on ~~conditions~~their ~~and~~geographic ~~difficulties~~locations, ingender, ~~staffing~~age, type of mobile operating systems and ~~managing~~some ~~international~~other ~~operations;~~parameters. ·Our ~~the~~customers ~~potential~~can ~~for~~use ~~nationalization~~a combination of ~~enterprises~~the orvarious ~~facilities;~~formats and ·targeting ~~unsettled~~capabilities ~~political~~to ~~conditions~~create ~~and~~their ~~possible~~marketing ~~terrorist~~campaigns ~~attacks~~more effectively.

~~These~~Display ~~and other factors may have material adverse effect on our operations and, consequently, on our consolidated financial condition or results of operations~~ads.

~~Political~~We ~~and~~offer ~~economic~~a ~~instability~~variety ~~and~~of ~~risk~~marketing ofproducts ~~government~~in ~~actions~~display ~~affecting~~format, ~~our~~including ~~business~~full ~~and~~screen ~~our~~banner ~~customers~~ads orthat ~~suppliers~~appear ~~may~~before ~~adversely~~the ~~impact~~application ~~our~~is ~~business~~loaded, ~~results~~banners ofon ~~operations~~frequently visited pages and ~~cash~~other ~~flows~~sponsored images displayed elsewhere within our application. Unlike the in-feed ad units, the display ad units are not sold through the bidding system.

We9 ~~will~~Table ~~be exposed to risks inherent in doing business in each~~ of the countries or regions in which we or our customers or suppliers operate including civil unrest, acts of terrorism, sabotage, epidemics, force majeure, war or other armed conflict and related government actions, including sanctions/embargoes, the deprivation of contract rights, the inability to obtain or retain licenses or permits required to operate facilities or import or export goods or raw materials, the expropriation or nationalization of our assets, and restrictions on travel, payments or the movement of funds.Contents

~~Manufacturing~~We ~~risks~~also ~~may~~offer ~~adversely~~integrated ~~affect~~marketing ~~our~~packages ~~ability~~that toinclude ~~distribute~~multiple ~~our~~advertising ~~products~~units ~~and~~such ~~could~~as ~~reduce~~feeds, ~~our~~banners, ~~gross~~video ~~margin~~ads and sponsorships in order to serve a broader sets of marketing objectives of our ~~profitability~~marketing customers.

~~Our~~Loyalty business strategy depends, in part, on the ability of third party manufacturers and suppliers to manufacture the products we intend to distribute in sufficient quantities and on a timely basis so as to meet customer demand, while adhering to product quality standards, complying with regulatory requirements and managing manufacturing costs. We are subject to numerous risks relating to the manufacturing capabilities of such third party manufacturers including:Program

·We ~~quality~~believe orthat ~~reliability~~it ~~defects~~is inimportant ~~product~~to ~~components~~ensure that ~~are~~users ~~sourced~~join ~~from~~the ~~third-party~~app ~~suppliers;~~but ·also ~~their~~return ~~inability~~afterwards. toTo ~~secure~~that ~~product components in a timely manner~~effect, inan ~~sufficient~~entertaining ~~quantities~~loyalty orsystem based on ~~commercially~~gamification ~~reasonable~~processes ~~terms;~~and ·interaction ~~their~~between ~~failure~~users tohas ~~increase~~been ~~production~~put ofinto ~~products~~place to ~~meet~~reward demand; · their inability to modify production lines to enable them to efficiently produce future products or implement changes in current products in response to regulatory requirements; · difficulty identifying and ~~qualifying~~incentivize ~~alternative~~repeat ~~suppliers for components in a timely manner; and · potential damage to or destruction of manufacturing equipment or manufacturing facilities~~users.

~~10 Table~~Key ofOpinion ~~Contents~~ Leaders (KOLs) Services

WeCircleYY ~~intend~~will encourage 50+ users to ~~conduct~~post ~~business~~videos and other forms of content to the social network in ~~China~~order ~~which~~to ~~subjects~~boost ustheir lifestyle and share their expertise. To this effect, they will be empowered to ~~certain~~become ~~risks~~Key Opinion Leaders for the platform and share the values of CircleYY to other users in their age group.

WeOrange ~~intend~~Label toSolutions ~~conduct~~(OLS) ~~certain of our distribution and senior care operations in China. As a result, our business is subject to risks associated with doing business in China, including:~~

·CircleYY ~~trade~~offers ~~protection~~users ~~measures,~~new ~~such~~opportunity asto ~~tariff~~grow ~~increases,~~brand awareness and ~~import~~global ~~and~~expansion ~~export~~to ~~licensing~~local and ~~control~~international ~~requirements;~~business. ·We ~~potentially~~select ~~negative~~brands ~~consequences~~which ~~from~~we ~~changes~~believe inare ~~tax~~aligned ~~laws;~~with ·our ~~difficulties~~values. ~~associated~~Selected ~~with~~brands ~~the~~will ~~Chinese~~be ~~legal~~offered ~~system~~service packages starting from Gold, ~~including~~Platinum ~~increased~~to ~~costs~~Orange ~~and~~Label ~~uncertainties~~Solutions ~~associated~~(“OLS”). ~~with~~Our ~~enforcing~~first ~~contractual~~OLS ~~obligations~~service inpackage, ~~China;~~charged ·on ~~historically~~a ~~lower~~fixed ~~protection~~monthly offee ~~intellectual~~basis, ~~property~~will ~~rights;~~include ·10 ~~unexpected~~SKUs orproducts ~~unfavorable~~and ~~changes~~model inphoto ~~regulatory~~shooting, ~~requirements;~~online sales, fulfillment and ·professional ~~changes~~reports. The CircleYY fulfillment offers users fully customizable experience and ~~volatility~~enables inus ~~currency~~to ~~exchange~~control ~~rates~~our inventory and warehouse operations.

WeFor ~~may~~Business ~~enter~~to ~~into~~Business, ~~strategic~~OLS ~~collaborations~~provides ora ~~alliances~~one ~~with~~stop ~~third~~service ~~parties~~fulfillment ~~that~~to ~~may~~vendors ~~not~~which ~~result~~features inlower ~~the~~operation ~~development~~costs, ofinventory ~~commercially~~storage ~~viable~~space ~~operations~~and orcost, ~~the~~centralized ~~generation~~returns ofpolicies ~~significant~~and ~~future~~management. ~~revenue~~With OLS tags, OLS promotes merchants’ brand value. For Business to Customers, OLS creates prestige and unique brand image value and desirable first impression. While we ensure OLS service quality, we provide special box design for easy use and returns.

In the ordinary course of our business, we may enter into strategic collaborations or alliances to distribute product candidates, to operate senior care facilities and to pursue new markets. Proposing, negotiating and implementing strategic collaborations or alliances may be a lengthy and complex process. Other companies, including those with substantially greater financial, marketing, sales, technology or other business resources, may compete with us for these opportunities or arrangements. We may not identify, secure, or complete any such transactions or arrangements in a timely manner, on a cost-effective basis, on acceptable terms or at all. In particular, these collaborations may not result in the development of products that achieve commercial success or result in significant revenue.Services

~~Additionally,~~Our weother ~~may~~services ~~not~~will beinclude insubscriptions ~~a position~~ to ~~exercise~~gifting ~~sole~~programs ~~decision~~for ~~making~~other ~~authority~~family ~~regarding the transaction or arrangement~~members, ~~which~~business ~~could~~gift ~~create~~sales ~~the~~for ~~potential~~companies ~~risk~~who ofwant ~~creating~~to ~~impasses~~add ona ~~decisions,~~special ~~and~~touch ~~our~~for ~~collaborators~~their ~~may~~regular ~~have~~customers ~~economic~~and oronline ~~business~~to ~~interests~~offline orevents ~~goals~~ that are, orproduced ~~that may become, inconsistent~~ with ~~our~~partner ~~business interests or goals~~brands. WeOur ~~may~~other ~~have~~services ~~limited~~also ~~control~~includes ~~over~~model ~~the~~photo ~~amount~~shooting. ~~and~~We ~~timing~~are ofplanning ~~resources that any future collaborators devote~~ to ~~our~~establish ~~joint~~Studio ~~ventures. Disputes between us and our collaborators may result in litigation or arbitration that would increase our expenses and divert the attention of our management. Further~~O, ~~these~~a ~~transactions and arrangements are contractual in nature and may be terminated or dissolved under the terms~~ state-of -the-art ~~applicable~~photography ~~agreements and~~studio, inwhich ~~such~~will ~~event,~~also weprovide ~~may~~for ~~not~~space ~~continue~~for tomultipurpose, ~~have~~including ~~rights~~warehouse ~~to the products~~ and ~~services~~fulfillment ~~relating to such transaction or arrangement or may need to purchase such rights at a premium~~operations.

WeSales ~~may seek to grow our business through acquisitions of complementary businesses,~~ and ~~the failure to manage acquisitions, or the failure to integrate them with our existing business, could impair our ability to execute our business strategies.~~marketing

~~From~~Digital ~~time~~Media to time, we may consider opportunities to acquire other businesses that may enhance our then existing business or, expand the breadth of our markets or customer base, or advance our business strategies. Potential acquisitions involve numerous risks, including:Services

11We ~~Table~~have a sales and marketing team responsible for sales and marketing activities for the promotion of ~~Contents~~our digital media services.

·Our ~~problems~~brand ~~assimilating the new business; · issues maintaining uniform standards, procedures, controls~~ and ~~policies;~~our ·CircleYY ~~unanticipated~~platforms ~~costs~~act ~~associated~~as ~~with~~a ~~acquisitions;~~marketing ·tool ~~diversion~~for ofour ~~management’s~~company. ~~attention~~We ~~from~~continuously ~~then~~post ~~existing~~updates ~~businesses;~~on ·fashion, ~~risks~~lifestyle, ~~associated~~culture ~~with entering new markets in which we have limited or no experience;~~ and ·music ~~increased~~on ~~legal~~our ~~and~~platforms. ~~accounting~~Many ~~costs~~of ~~relating~~our todigital ~~the~~media ~~acquisitions~~customers orlearn ~~compliance~~about ~~with~~us ~~regulatory~~through ~~matters~~our platforms.

WeMembers doof ~~not~~our ~~know~~sales ifand wemarketing ~~will~~team bemaintain ~~able~~regular tocontacts ~~identify~~with ~~acquisitions~~our weexisting ~~deem~~media ~~suitable,~~customers ~~whether~~to weunderstand ~~will~~their bemarketing ~~able~~needs toand ~~successfully~~keep ~~complete~~them ~~any~~updated ~~such~~on ~~acquisitions~~our onadvertising ~~favorable~~products ~~terms~~and orservices. atFor ~~all,~~potential oradvertising ~~whether~~customers, we ~~will~~inform bethem ~~able~~of toour ~~successfully~~recent ~~integrate~~developments ~~any~~and ~~acquired~~achievements ~~products~~by ordistributing ~~technologies~~project portfolios and background materials. Our ~~inability~~sales and marketing team also attends events organised by brands to ~~integrate~~broaden ~~any~~the ~~acquired~~team’s ~~products~~network orand ~~technologies~~provide ~~effectively~~coverage ~~could~~of ~~impair~~these events on our ~~ability~~digital tomedia ~~execute~~platforms. ~~our~~We ~~business~~constantly ~~strategies~~look for and identify synergies among various digital publications, social media platforms and apps and devise impactful cross advertising opportunities.

We10 ~~will~~Table ~~need~~of ~~to raise additional funds in the future, and these funds may not be available on acceptable terms or at all.~~Contents

WeE-commerce require additional capital to further our business plans and grow our business. The expected growth of our business will significantly increase our expenses. As a result, we will need to raise additional capital, which may not be available on reasonable terms, if at all. Our future capital requirements will depend on many factors, including:Business

·Our ~~the~~e-commerce ~~revenue~~segment ~~generated~~primarily byengages ~~our~~in ~~products and services; ·~~ the ~~costs~~operation ~~associated~~of ~~with~~CircleYY ~~expanding~~store ~~our~~that ~~operations;~~primarily ·sells ~~the~~third-party ~~costs~~branded ~~associated~~clothing, ~~with~~shoes ~~developing~~ and ~~commercializing~~daily accessories to our ~~senior~~customers. ~~care~~We ~~operations;~~believe ·that ~~the~~a ~~costs~~considerable portion of ~~obtaining~~our ~~and~~e-commerce ~~maintaining~~customers ~~regulatory~~are ~~clearance~~also orfollowers ~~approval~~and ~~for~~visitors ~~products~~to ~~and~~our ~~services;~~digital ·media ~~the~~platforms. ~~costs~~The rest of ~~ongoing~~our ~~compliance~~customers ~~and~~are ~~regulatory~~obtained ~~requirements;~~through ·our ~~expenses~~other wemarketing ~~incur~~efforts inwhich ~~connection~~include ~~with~~search ~~potential~~results ~~litigation~~returned orfrom ~~governmental~~search ~~investigations;~~engines ·and ~~anticipated~~advertisements orwe ~~unanticipated~~place ~~capital~~on ~~expenditures;~~other websites and ·on ~~unanticipated~~our ~~general~~digital ~~and~~media ~~administrative expenses~~platforms.

AsResearch ~~a result of these~~ and other factors, we do not know the extent to which we may be required to raise additional capital from public or private offerings of our capital stock, borrowings under credit lines or other sources. If we issue equity or debt securities to raise additional funds, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders.Development

IfOur weresearch ~~are~~and ~~unable~~development toefforts ~~raise~~focus ~~additional~~on ~~capital,~~product ~~we will not be able to expand our infrastructure~~development, ~~enhance~~architecture ~~our products~~ and ~~services~~technological ~~or take advantage of future opportunities~~infrastructures, oras ~~respond~~well toas ~~competitive~~the ~~pressures,~~security ~~changes~~and inintegrity ~~supplier relationships, or unanticipated changes in customer demand. Any~~ of ~~these events could adversely affect~~ our ~~ability~~platform to ~~achieve~~protect our ~~strategic~~user ~~objectives and impact our ability to continue as a going concern~~data.

WeOur ~~will~~product ~~face~~development ~~competition~~endeavors ~~from~~revolve ~~numerous~~around ~~companies~~continuous innovations to help users discover and make new connections as well as building effective interactions. As our user base continues to expand and consumer behaviors constantly evolve, ~~many~~the ofsocial ~~whom~~demands ~~will~~from ~~have~~the ~~greater~~users ~~resources~~become ~~than~~increasingly diversified. We make significant investments in technology to optimize our existing products and services and to develop new ones so that we docan expand the social use offerings to satisfy the diversifying user demands.

WeIn ~~will~~addition, ~~compete~~we ~~with~~are aalso ~~number~~investing ofin ~~companies~~building ~~engaged~~and inmaintaining the ~~senior~~technological ~~care~~infrastructures ~~product~~to ~~business~~support ~~segments~~the indelivery ~~which~~and weusage ~~intend to operate. Many~~ of ~~these~~our ~~competitors~~products ~~will~~and beservices ~~large,~~in ~~well-capitalized~~a ~~companies~~fast ~~with significantly greater market share~~ and ~~resources~~efficient ~~than~~manner wewithin ~~have. As~~ a ~~result,~~safe ~~these companies may be better positioned than we are to spend more aggressively on marketing, sales,~~ and ~~other~~secured ~~product and service initiatives~~environment.

12Intellectual ~~Table of Contents~~Property

InWe ~~addition,~~rely ~~competitors~~on ~~may~~a becombination ~~able~~of ~~to respond more quickly and effectively than we can to new or changing opportunities~~copyright, ~~technologies,~~trademark ~~standards or customer requirements. If we are unable to offer products~~ and ~~services~~trade ~~that~~secret ~~compete~~laws ~~effectively against the products~~ and ~~services~~restrictions ofon ~~existing~~disclosure orto ~~future~~protect ~~competitors,~~ our ~~future~~intellectual ~~revenue~~property ~~could be negatively impacted~~rights. ~~Some~~We ofare ~~our~~in ~~competitors may compete by changing their pricing model or by lowering~~ the ~~price~~process of ~~their~~registering ~~products~~37 ~~and~~trademarks ~~services. If these competitors’ pricing techniques are effective, it could result~~ in ~~downward~~12 ~~pressure~~countries. onThe ~~the~~source ~~price~~codes ~~of our products~~ and ~~services.~~the Ifdesign wearchitecture are ~~unable~~wholly toowned ~~maintain~~by orCircleYY. ~~increase~~We ~~our~~have ~~selling~~also ~~prices~~registered in13 ~~the~~domain ~~face of competition~~names, weincluding ~~may not improve our gross margins~~CircleYY.com.

We may acquire other businesses, form joint ventures or make investments in other companies or technologies that could negatively affect our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expense.Competition

WeAs ~~intend~~a tomobile ~~pursue~~social ~~acquisitions~~networking ~~of businesses~~ and ~~capabilities.~~e-commerce We also intend to pursue strategic alliances and joint ventures that leverage our industry experience to expand our offerings or distribution capabilities. We have no experience with acquiring other companies and forming strategic partnerships. We may not be able to find suitable partners or acquisition candidatesplatform, ~~and~~ we ~~may~~are ~~not~~subject ~~be able~~ to ~~complete~~intense ~~such~~competition ~~transactions~~from onproviders favorable terms, if at all. If we make any acquisitions, we may not be able to integrate these acquisitions successfully into our existing business, and we could assume unknown or contingent liabilities. Any future acquisitions could also result in the incurrence of ~~debt,~~similar ~~contingent liabilities or future write-offs of intangible assets or goodwill~~services, ~~any~~as ofwell ~~which~~as ~~could~~potential ~~have~~new atypes ~~negative impact on our cash flows, financial condition and results~~ of ~~operations.~~online ~~Integration of an acquired company may also disrupt ongoing operations and require management resources that we would otherwise focus on developing our existing business~~services. We may experience losses related to investments in other companies, which could harm our financial condition and results of operations. We may not realize the anticipated benefits of any acquisition, strategic alliance or joint venture.

~~Foreign~~Our ~~acquisitions~~competitors ~~involve~~may ~~unique~~have ~~risks~~substantially inmore ~~addition~~cash, totraffic, ~~those~~technical, ~~mentioned~~performer ~~above~~and other resources, ~~including~~as ~~those~~well ~~related~~as broader product or service offerings and can leverage their relationships based on other products or services to ~~integration~~gain a larger share of ~~operations~~marketing ~~across~~budgets ~~different~~from ~~cultures~~customers. We believe that our ability to compete effectively depends upon many factors, including composition and ~~languages~~engagement of our user base, ~~currency~~our ~~risks~~ad targeting capabilities, market acceptance of our mobile marketing services, our marketing and selling efforts, and the ~~particular~~strength ~~economic~~and reputation of our brand. We also experience significant competition for highly skilled personnel, ~~political~~including management, engineers, designers and ~~regulatory~~product ~~risks~~managers. ~~associated~~Our ~~with~~growth ~~specific~~strategy ~~countries~~depends in part on our ability to retain our existing personnel and add additional highly skilled employees.

To finance any acquisitions or joint ventures, we may choose to issue common stock as consideration, which could dilute the ownership of our stockholders. Additional funds may not be available on terms that are favorable to us, or at all. If the price of our common stock is low or volatile, we may not be able to acquire other companies or fund a joint venture project using our stock as consideration.Insurance

~~Risks~~We ~~Related~~do tonot ~~Administrative~~maintain property insurance, ~~Organizational~~business ~~and~~interruption ~~Commercial~~insurance ~~Operations~~or ~~and~~general ~~Growth~~third-party liability insurance, nor do we maintain key-man life insurance.

WeLegal ~~may be unable to manage our anticipated future growth effectively, which could make it difficult to execute our business strategy.~~Proceedings

We ~~anticipate~~are ~~growth~~currently innot ~~our business operations. This future growth could create~~ a ~~strain~~party onto ~~our~~any ~~organizational,~~legal or administrative proceedings and ~~operational~~are ~~infrastructure. We may~~ not beaware ~~able to maintain the quality~~ of ~~our~~any ~~products~~pending or ~~satisfy~~threatened ~~customer~~legal ~~demand~~or asadministrative itproceedings ~~grows.~~against ~~Our ability to manage our growth properly will require~~ us toin ~~continue~~all tomaterial ~~improve our operational, financial and management controls, as well as our reporting systems and procedures~~aspects. We may ~~implement~~from ~~new~~time ~~enterprise~~to ~~software~~time ~~systems~~become in a ~~number~~party ~~of areas affecting a broad range of business processes and functional areas. The time and resources required~~ to ~~implement~~various ~~these~~legal ~~new~~or ~~systems~~administrative isproceedings ~~uncertain~~arising ~~and failure to complete this~~ in athe ~~timely~~ordinary ~~and~~course ~~efficient~~of ~~manner could harm~~ our business.

If11 weTable ~~are~~of ~~unable to support demand for our products and services, including ensuring that we have adequate resources to meet increased demand, our business could be harmed.~~Contents

As our commercial operations and sales volume grow, we will need to continue to increase our workflow capacity for manufacturing, customer service, billing and general process improvements and expand our internal quality assurance program, among other things. We cannot assure you that any of these increases in scale, expansion of personnel, purchase of equipment or process enhancements will be successfully implemented.Property

13The ~~Table~~following table summarizes the location of ~~Contents~~real property we own or lease.

The loss of our Chief Executive Officer or Chief Financial Officer or our inability to attract and retain highly skilled personnel could negatively impact our business. Our management has no experience in the segments of the healthcare industry in which we are intend to operate.

Item	Address	Leased/Owned

1	Suite 4801, 48/F, Central Plaza, 18	Leased
	Harbour Road, Wan Chai, Hong Kong S.A.R.

Our success depends on the skills, experience and performance of our President and Chief Executive Officer, Joseph Ho or our Chief Financial Officer, Kenny Chow. The individual and collective efforts of these employees will be important as we continue to develop our business and as we expand our commercial activities. The loss or incapacity of existing members of our executive management team could negatively impact our operations if we experience difficulties in hiring qualified successors. Our executive officers do not presently have employment agreements. Our executive officers have no experience in the segments of the healthcare industry in which we intend to operate. We expect to hire qualified employees with industry experience and/or partner with persons or entities with such experience.Employees

~~Our~~As ~~future~~of ~~operations~~December ~~will depend~~31, ~~in part~~2019, onwe ~~our~~have ~~ability~~13 tofull-time ~~attract and retain highly skilled~~ employees, ~~and~~2 ~~project~~in ~~partners.~~management, We7 ~~may~~of ~~not~~which beare ~~able to attract or retain qualified employees and project partners~~ in ~~the~~sales ~~future due to the competition for qualified personnel among our competitors. Recruiting~~ and ~~retention~~marketing ~~difficulties can limit our ability to support our current operations~~ and ~~anticipated~~4 ~~future~~in ~~growth~~technology ~~programs. All of our employees are~~ and ~~will~~R be& ~~at-will, which means that either we or the employee may terminate his or her employment at any time~~D.

~~Risks~~We ~~Related~~are tocompliant ~~Ownership~~with oflocal ~~Our~~prevailing ~~Common~~wage, ~~Stock~~contractor licensing and insurance regulations, and have good relations with our employees.

~~There~~Generally iswe ~~currently~~enter into a ~~limited~~long ~~market~~term ~~for~~standard employment contract with our ~~common~~officers ~~stock~~and managers and ~~there~~a ~~can~~long beterm nostandard ~~assurance~~employment ~~that~~contract with other employees. According to these contracts, all of our employees are prohibited from engaging in any ~~market~~activities ~~will~~that ~~ever~~compete ~~develop~~with our business during the period of their employment with us. ~~You~~Furthermore, ~~may~~the ~~therefore~~employment becontracts ~~unable~~with toofficers ~~re-sell~~or ~~shares~~managers ofinclude ~~our~~a ~~Common~~covenant ~~Stock~~that atprohibits ~~times~~officers ~~and~~or ~~prices~~managers from engaging in any activities that ~~you~~compete ~~believe~~with ~~are~~our ~~appropriate.~~business for two years after the period of their employment

~~Our~~Corporation common stock is not listed on a national securities exchange or any other exchange, and is presently quoted on the OTCQB tier of OTC Markets. There is no active trading market for our common stock and our common stock may never be included for trading on any stock exchange. Accordingly, our common stock is highly illiquid and you may experience difficulty in re-selling shares of our common stock at times and prices that you may desire.Information

~~The~~Our ~~designation~~principal ofexecutive ~~our~~offices ~~common~~are ~~stock~~located asat aSuite ~~“penny~~4801, ~~stock”~~48/F, ~~may~~Central ~~limit~~Plaza, 18 Harbour Road, Wan Chai, Hong Kong S.A.R. Our telephone number at this address is (852) 2468 3103. Our filings with the ~~liquidity~~Securities Exchange Commission, or SEC, are available free of ~~our~~charge ~~Common~~through ~~Stock~~the SEC website.

~~Our~~Government common stock may be deemed a “penny stock” (as that term is defined under Rule 3a51-1 of the Exchange Act) in any market that may develop in the future. Generally, a “penny stock” is a common stock that is not listed on a securities exchange and trades for less than $5.00 a share. Prices often are not available to buyers and sellers and the market may be very limited. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. The document provides information about penny stocks and the nature and level of risks involved in investing in the penny stock market. A broker must also provide purchasers with bid and offer quotations and information regarding broker and salesperson compensation and make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser’s written agreement to the purchase. Many brokers choose not to participate in penny stock transactions. Because of the penny stock rules, there may be less trading activity in penny stocks in any market that develops for our common stock in the future and stockholders may have difficulty selling their shares.Regulation

~~FINRA~~We ~~sales~~believe ~~practice~~that ~~requirements~~at ~~may~~the ~~limit~~current astage, ~~stockholder’s~~the ~~ability~~field of activity in which CircleYY operates is not subject to ~~buy~~any ~~and~~industry-specific ~~sell~~government regulations, however we observe strict compliance to all legal frameworks pertaining to our ~~stock~~business and activity.

~~The~~12 ~~Financial~~Table Industry Regulatory Authority, or FINRA, has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our Common Stock, which may limit the ability of our stockholders to buy and sell our Common Stock and could have an adverse effect on the market for and price of our Common Stock.Contents

14Available ~~Table of Contents~~Information

We make available, free of charge, or through our Internet website, at

~~The market price of our common stock may be highly volatile, and may be influenced by numerous factors, some of which are beyond our control~~www.ughl-us.com

, our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. Our Internet website and the information contained therein or connected thereto are not intended to be, and are not, incorporated into this Annual Report. Our reports, registration statements and other information can be inspected on the SEC’s website at

If an active market for our common stock develops, its market price could fluctuate substantially due to a variety of factors, including market perception of our ability to meet our growth projections and expectations, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our business and the business of others in our industrywww. ~~In addition, the stock market itself is subject to extreme price and volume fluctuations~~sec. This volatility has had a significant effect on the market price of securities issued by many companies for reasons related and unrelated to their operating performance and could have the same effect on our common stock. The market price of shares of our common stock could be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control, including:gov

·Implications regulatory actions with respect to our products and services or our competitors’ products and services; · actual or anticipated fluctuations in our financial condition and operating results; · publication of ~~research~~Being ~~reports~~an byEmerging ~~securities~~Growth analysts about us or our competitors or our industry; · our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; · additions and departures of key personnel; · strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy; · the passage of legislation or other regulatory developments affecting us or our industry; · fluctuations in the valuation of companies perceived by investors to be comparable to us; · sales of our Common Stock by us, our insiders or our other stockholders; · speculation in the press or investment community; · announcement or expectation of additional financing efforts; · changes in accounting principles; · terrorist acts, acts of war or periods of widespread civil unrest; · natural disasters and other calamities; and · changes in general market and economic conditions.Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our ~~principal~~Business ~~stockholders~~Startups ~~and~~Act, ~~management~~or ~~own~~JOBS aAct, ~~significant~~enacted ~~percentage~~in ofApril ~~our~~2012. ~~stock~~An ~~and~~emerging ~~will~~growth becompany ~~able~~may totake ~~exercise~~advantage ~~significant~~of ~~influence~~reduced ~~over~~reporting ~~matters~~requirements ~~subject~~that are otherwise applicable to ~~stockholder~~public ~~approval~~companies. These provisions include, but are not limited to:

As● ofnot ~~March~~being 8,required ~~2019,~~to ~~our~~comply ~~executive officers, directors and principal (5% or greater) stockholders, together~~ with ~~their~~the ~~respective~~auditor ~~affiliates,~~attestation ~~owned~~requirements ~~approximately 74.5%~~ of ~~our~~Section ~~common~~404 ~~stock. Accordingly, these stockholders will be able to exert a significant degree~~ of ~~influence over our management and affairs and over matters requiring stockholder approval, including~~ the ~~election~~Sarbanes- ofOxley ~~our~~Act ~~board~~ of ~~directors~~2002, ~~and~~or ~~approval~~Sarbanes-Oxley ofAct; ~~significant~~● ~~corporate~~reduced ~~transactions.~~disclosure ~~This~~obligations ~~concentration~~regarding ofexecutive ~~ownership~~compensation ~~could~~in ~~have the effect of entrenching~~ our ~~management~~periodic ~~and/or the board of directors~~reports, ~~delaying~~proxy orstatements ~~preventing~~and aregistration ~~change~~statements; inand ~~our~~● ~~control~~exemptions ~~or otherwise discouraging a potential acquirer~~ from ~~attempting~~the torequirements ~~obtain control~~ of ~~us,~~holding ~~which~~a innonbinding ~~turn~~advisory ~~could~~vote ~~have~~on aexecutive ~~material~~compensation and ~~adverse~~approval ~~effect~~of onany ~~the~~golden ~~fair~~parachute ~~market~~payments ~~value~~not ofpreviously ~~our common stock~~approved.

15We ~~Table~~may take advantage of ~~Contents~~these provisions through December 31, 2020. If certain events occur prior to December 31, 2020, including if we become a “large accelerated filer,” our annual gross revenues exceed $1 billion or we issue more than $1 billion of non-convertible debt in any three-year period, we would cease to be an emerging growth company prior to December 31, 2020.

~~Because~~We wemay ~~became~~choose ato ~~reporting~~take ~~company~~advantage ~~under~~of some but not all of these reduced burdens. We have taken advantage of certain of the ~~Exchange~~reduced ~~Act~~disclosure byobligations ~~means~~regarding executive compensation in this registration statement and may elect to take advantage of other ~~than~~reduced aburdens ~~traditional~~in ~~underwritten~~future ~~initial~~filings. ~~public~~As ~~offering~~a result, the information that we ~~may~~provide ~~not~~to our stockholders may be ~~able~~different tothan ~~attract~~you ~~the~~might ~~attention~~receive offrom ~~research~~other ~~analysts~~public atreporting ~~major~~companies ~~brokerage~~in ~~firms~~which you hold equity interests.

~~Because~~Under wethe ~~did~~JOBS ~~not become a reporting company by conducting an underwritten initial public offering of our common stock~~Act, ~~and~~emerging ~~because~~growth ~~our~~companies ~~common~~can ~~stock~~delay isadopting ~~not~~new ~~listed~~or onrevised aaccounting ~~national~~standards ~~securities~~until ~~exchange,~~such ~~security~~time ~~analysts~~as ofthose ~~brokerage~~standards ~~firms~~apply ~~may~~to ~~not~~private ~~provide coverage of our company~~companies. ~~In addition~~However, ~~investment~~we ~~banks~~have ~~may~~irrevocably beelected ~~less~~not ~~likely~~ to ~~agree~~avail toourselves ~~underwrite~~of ~~secondary~~this ~~offerings~~extended ontransition ~~our~~period ~~behalf~~for ~~than~~complying ~~they~~with ~~might~~new ifor werevised ~~became~~accounting astandards ~~public~~and, ~~reporting company by means of an underwritten initial public offering~~therefore, ~~because~~we ~~they~~will ~~may~~ be ~~less~~subject ~~familiar~~to ~~with our company as a result of more limited coverage by analysts and~~ the ~~media.~~same ~~The~~new ~~failure to receive research coverage~~ or ~~support~~revised inaccounting ~~the~~standards ~~market~~as ~~for~~other ~~our~~public ~~shares~~companies ~~will~~that ~~have~~are annot ~~adverse~~emerging ~~effect~~growth ~~on our ability to develop a liquid market for our common stock~~companies.

IfWe weare ~~fail~~also toa ~~implement~~“smaller ~~and~~reporting ~~maintain~~company” ~~proper~~as ~~and~~defined ~~effective~~in ~~internal~~Rule ~~controls,~~12b-2 ~~our~~of ~~ability~~the toSecurities ~~produce~~Exchange ~~accurate~~Act ~~and~~of ~~timely~~1934, ~~financial~~as ~~statements~~amended, ~~could~~or bethe ~~impaired~~Exchange Act, ~~which~~and ~~could~~have ~~harm~~elected ~~our~~to ~~operating~~take ~~results,~~advantage ~~our~~of ~~ability~~certain toof ~~operate~~the ~~our~~scaled ~~business~~disclosure ~~and~~available ~~investors’~~to ~~views~~smaller ofreporting uscompanies.

WeITEM ~~are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), subject to certain exceptions~~1A. ~~Section~~Risk 404 of the Sarbanes-Oxley Act requires public companies to conduct an annual review and evaluation of their internal controls and to obtain attestations of the effectiveness of internal controls by independent auditorsFactors. However, as discussed in detail below, as an emerging growth company and a smaller reporting company, we are not required to obtain an auditor attestation. As a private company, Sincerity Australia Pty Ltd. was not subject to requirements to establish, and did not establish, internal control over financial reporting and disclosure controls and procedures consistent with those of a public company. Our management team and board of directors will need to devote significant efforts to implementing and maintaining adequate and effective disclosure controls and procedures and internal control over financial reporting in order to comply with applicable regulations, which may include hiring additional legal, financial reporting and other finance and accounting staff. Any of our efforts to improve our internal controls and design, implement and maintain an adequate system of disclosure controls may not be successful and will require that we expend significant cash and other resources.

~~Ensuring~~An ~~that~~investment ~~we have adequate internal financial and accounting controls and procedures~~ in ~~place~~our socommon ~~that~~stock weinvolves ~~can produce accurate financial statements on~~ a ~~timely~~high ~~basis~~degree isof ~~a costly and time-consuming effort that will need to be evaluated frequently~~risk. ~~Our~~Investors ~~failure~~should tocarefully ~~maintain~~consider the ~~effectiveness~~risks ofdescribed ~~our~~below, ~~internal~~together ~~controls in accordance~~ with ~~the~~all ~~requirements~~ of the ~~Sarbanes-Oxley~~other ~~Act~~information ~~could~~included ~~have~~in athis ~~material~~Annual ~~adverse~~Report, ~~effect~~before onmaking ~~the~~an ~~tradability~~investment ofdecision. ~~our~~If ~~common~~any ~~stock,~~of ~~which~~the infollowing ~~turn~~risks ~~would~~actually ~~negatively~~occurs, ~~impact~~ our business., Wefinancial ~~could~~condition ~~lose~~or ~~investor~~results ~~confidence in the accuracy and completeness~~ of ~~our~~operations ~~financial reports, which~~ could ~~have~~suffer. anIn ~~adverse~~that ~~effect~~case, on the trading price of our common stock. Incould ~~addition~~decline, ifand ~~our~~investors ~~efforts~~may tolose ~~comply~~all ~~with new~~ or ~~changed~~part ~~laws,~~of ~~regulations,~~their ~~and~~investment. ~~standards~~Investors ~~differ~~should ~~from~~read the ~~activities~~section ~~intended~~entitled by“Cautionary ~~regulatory~~Note orRegarding ~~governing~~Forward-Looking ~~bodies~~Statements” ~~due~~above tofor ~~ambiguities~~a ~~related~~discussion toof ~~practice,~~what ~~regulatory~~types ~~authorities~~of ~~may~~statements ~~initiate~~are ~~legal~~forward-looking ~~proceedings~~statements ~~against~~as uswell ~~and~~as ~~our~~the ~~business~~significance ~~may~~of besuch ~~harmed~~statements in the context of this Annual Report.

We13 ~~currently~~Table ~~have a small team with primary responsibility for performing most~~ of our accounting and financial reporting duties. As a result, certain aspects of internal accounting control which require adequate segregation of duties are missing. We believe we do not currently have sufficient accounting and supervisory personnel with the appropriate level of technical accounting experience and training necessary or adequate accounting policies, processes and procedures, particularly in the areas of revenue recognition, equity related transactions and other complex, judgmental areas for U.S. generally accepted accounting principles, or GAAP, financial reporting and SEC reporting purposes and consequently, we must rely on third party consultants. These deficiencies represent a material weakness (as defined under the Exchange Act) in our internal control over financial reporting in both design and operation. We may identify additional material weaknesses in the future. Under the Exchange Act, a material weakness is defined as 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 a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls. We are currently developing a plan to design, review, implement and refine internal control over financial reporting. However, we may identify deficiencies and weaknesses or fail to remediate previously identified deficiencies in our internal controls. If material weaknesses or deficiencies in our internal controls exist and go undetected or unremediated, our financial statements could contain material misstatements that, when discovered in the future, could cause us to fail to meet our future reporting obligations and cause the price of our common stock to decline.Contents

16Risks ~~Table~~Related ofTo ~~Contents~~Our Business and Financial Condition

WeThere ~~are~~is ~~not~~substantial ~~subject~~doubt as to ~~compliance~~our ~~with~~ability ~~rules~~to ~~requiring~~continue ~~the adoption of certain corporate governance measures and~~ as a ~~result,~~going ~~our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters~~concern.

~~The~~Since ~~Sarbanes-Oxley~~our ~~Act~~inception, aswe ~~well~~have asachieved ~~resulting~~revenues ~~rule~~and ~~changes~~have ~~enacted~~suffered byrecurring ~~the~~losses ~~SEC,~~from ~~the~~operations. ~~New~~We ~~York~~expect ~~Stock~~to ~~Exchange~~achieve ~~and~~continuous ~~the~~revenues. ~~NASDAQ~~We ~~Stock~~had ~~Market,~~a ~~require~~working ~~the~~capital ~~implementation~~deficiency of ~~various~~$1,294,297 ~~measures~~as ~~relating~~of toDecember ~~corporate~~31, ~~governance~~2019. ~~These~~Further ~~measures~~losses are ~~designed~~anticipated toin ~~enhance~~ the ~~integrity~~development of ~~corporate~~our ~~management~~business. ~~and~~Therefore, ~~the~~our ~~securities~~continuation ~~markets~~as ~~and~~a ~~apply~~going toconcern ~~securities~~is ~~which~~dependent ~~are~~upon ~~listed~~our oncompletion ~~those~~of ~~exchanges~~a future financing. ~~Because~~However, wethere ~~are~~is ~~not~~no ~~listed~~assurance onthat ~~the~~we ~~NASDAQ~~will ~~Stock~~be ~~Market~~successful orin ~~the~~completing ~~New~~such ~~York~~a ~~Stock~~financing. ~~Exchange,~~If we are ~~not~~unable ~~presently~~to ~~required~~fund tofuture ~~comply~~operations ~~with~~by ~~many~~way of ~~the~~financing, ~~corporate~~including ~~governance~~public ~~provisions~~or ~~and~~private weofferings ~~have not yet adopted most~~ of ~~these~~equity ~~measures.~~or ~~Until~~debt wesecurities, ~~comply~~our ~~with~~business ~~such~~and ~~corporate~~financial ~~governance~~condition ~~measures,~~will ~~regardless~~be ofadversely ~~whether~~impacted. ~~such~~As ~~compliance~~a ~~is required~~result, ~~the~~there ~~absence~~is ofsubstantial ~~such~~doubt ~~standards~~as ofto ~~corporate governance may leave~~ our ~~stockholders~~ability ~~without~~to ~~protections~~continue ~~against~~as ~~interested~~a ~~director~~going ~~transactions, conflicts of interest and similar matters~~concern.

WeThe ~~are~~audit aopinion ~~smaller~~and ~~reporting~~notes ~~company~~that accompany our consolidated financial statements for the year ended December 31, ~~and~~2019, refer to the substantial doubt regarding our ability to continue as a going concern. The accompanying financial statements have been prepared assuming that we ~~cannot~~will becontinue ~~certain~~as ifa going concern. Our financial statements do not include any adjustments that may result from the ~~reduced~~outcome ~~disclosure~~of ~~requirements~~this ~~applicable~~uncertainty. We do not have sufficient cash to ~~smaller~~fund ~~reporting~~planned ~~companies~~operations ~~will~~or ~~make~~meet our ~~common~~obligations ~~stock~~for ~~less~~the ~~attractive~~next to12 ~~investors~~months without raising additional funds.

We are currently a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a ~~public~~limited ~~float~~operating ofhistory less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. “Smaller reporting companies” are able to provide simplified executive compensation disclosures in ~~their~~a ~~filings;~~dynamic are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filingsmarket, ~~including,~~which ~~among~~makes other things, only being required to provide two years of audited financial statements in annual reports and in a registration statement under the Exchange Act on Form 10. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it ~~harder~~difficult ~~for investors~~ to ~~analyze~~evaluate our ~~results~~future ~~of operations and financial~~ prospects.

IfThe wemarket ~~are~~for ~~deemed~~social toe-commerce ~~have~~platforms ~~been~~is arelatively ~~former~~new, ~~shell~~highly ~~company,~~dynamic ~~Rule~~and ~~144~~may ofnot ~~the~~develop ~~General~~as ~~Rules~~expected. Our users, customers and ~~Regulations~~platform ~~under~~partners ~~the~~may ~~Securities~~not ~~Act~~fully understand the value of ~~1933~~our services, asand ~~amended,~~potential ~~will~~new beusers, ~~available~~customers toand ~~our~~platform ~~shareholders~~partners ~~only~~may ~~during~~have ~~such~~difficulty ~~times~~distinguishing ~~that~~our weservices ~~remain~~from ~~current~~those ~~with~~of our ~~SEC~~competitors. ~~reporting~~Convincing ~~requirements~~potential users, customers and ~~satisfy~~platform ~~other~~partners ~~Rule~~of ~~144~~the ~~requirements~~value ~~applicable~~of our services is critical to ~~former~~the ~~shell~~growth ~~companies~~of our user base and the success of our business.

WeIf ~~do not believe that~~ we ~~are~~fail orto ~~have~~educate ~~ever~~potential ~~been~~users, acustomers ~~“shell company” as such term is defined in Rule 405~~ and ~~Rule~~platform ~~12b-2~~partners ofabout the ~~Securities~~value ~~Exchange Act~~ of ~~1934.~~our ~~Rule~~services, ~~144~~if of the ~~General~~market ~~Rules~~for ~~and~~our ~~Regulations~~platform ~~under~~does ~~the~~not ~~Securities~~develop ~~Act of 1933,~~ as ~~amended~~we ~~(the~~expect ~~“Securities~~or ~~Act”)~~if ~~provides~~we ~~conditions~~fail ~~under~~to ~~which~~address ~~restricted and control securities of issuers can be sold without registration under~~ the ~~Securities~~needs ~~Act. Rule 144(i) limits the availability~~ of ~~Rule~~this ~~144~~dynamic ~~to shareholders of former shell companies to circumstances where former shell companies have ceased to be shell companies~~market, ~~have~~our ~~filed~~business ~~Form~~will 10 type information, one year has elapsed since the filing of such Form 10 type information and the former shell company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and has filed all reports and other materials required to be ~~filed~~harmed. byFailure ~~Section 13 or 15(d) of the Exchange Act during the preceding 12 month period or such shorter period that the former shell company was subject~~ to ~~such~~adequately ~~reporting~~address ~~requirements.~~these ~~Should it be determined that we were a shell company, absent registration~~ or other ~~exemption~~risks ~~therefrom,~~and ~~holders~~challenges ofcould harm our ~~restricted~~business and ~~control~~cause ~~shares~~our ~~will~~operating ~~not~~results ~~be able~~ to ~~sell their shares in the public market~~suffer.

17If ~~Table~~we offail ~~Contents~~to retain our existing users, further grow our user base, or if user engagement on our platform declines, our business and operating results may be materially and adversely affected.

~~Investors~~The ~~may~~size ~~experience dilution~~ of ~~their~~our ~~ownership~~user ~~interests~~base ~~because~~and of the ~~future~~level ~~issuance~~ of ~~additional shares of~~ our ~~common~~user orengagement ~~preferred stock or other securities that~~ are ~~convertible~~critical ~~into~~to ~~or exercisable for~~ our ~~common or preferred stock~~success.

InGrowing ~~the future, we may issue~~ our ~~authorized~~user ~~but~~base ~~previously~~and ~~unissued~~increasing ~~equity securities, resulting in~~ the ~~dilution~~overall level of ~~the~~user ~~ownership~~engagement ~~interests~~on of our ~~existing~~social ~~stockholders.~~e-commerce Weplatform are ~~authorized~~critical to ~~issue~~our ~~an aggregate of one billion shares of common stock and 20 million shares of “blank check” preferred stock~~business. WeIf ~~may~~our ~~issue~~user ~~additional~~growth ~~shares~~rate ofslows ~~common~~down, ~~stock~~our orsuccess ~~other~~will ~~securities~~become ~~that~~increasingly ~~are~~dependent ~~convertible~~on ~~into~~our orability ~~exercisable~~to ~~for~~retain ~~common~~existing ~~stock~~users inand ~~connection~~enhance ~~with~~user ~~hiring~~engagement oron ~~retaining employees, future acquisitions, future sales of~~ our ~~securities for capital raising purposes, or for other business purposes~~platform. ~~The~~If ~~future issuance of any such additional shares of~~ our ~~common~~CircleYY ~~stock~~mobile ~~may~~application ~~create~~is ~~downward~~no ~~pressure~~longer onone ~~the trading price~~ of the ~~common~~social ~~stock.~~e-commerce Wetools ~~may~~that ~~need~~people tofrequently ~~raise~~use, ~~additional~~or ~~capital~~if inpeople ~~the~~do ~~near~~not ~~future~~perceive toour ~~meet~~services ~~our~~to ~~working~~be ~~capital~~interesting ~~needs~~or useful, ~~and~~we ~~there~~may ~~can~~not be noable ~~assurance~~to ~~that~~attract weusers ~~will~~or ~~not~~increase bethe ~~required~~frequency toor ~~issue~~depth ~~additional~~of ~~shares,~~their ~~warrants~~engagement. orA ~~other~~number ~~convertible~~of ~~securities~~factors incould ~~the~~negatively ~~future~~affect inuser ~~conjunction~~retention, ~~with~~growth ~~these~~and ~~capital~~engagement, ~~raising~~including ~~efforts.~~if:

~~Issuance~~● ofwe ~~stock~~are unable to ~~fund~~attract ~~our~~new ~~operations~~users ~~may~~to ~~dilute~~our ~~your~~platform ~~investment~~or ~~and~~retain ~~reduce~~existing ~~your equity interest.~~ones;

We● ~~will~~we ~~need~~fail to ~~raise~~introduce ~~capital~~new ~~in the future to fund the development of our products~~ and ~~services~~improved ~~or for other purposes. Any equity financing may have a significant dilutive effect to stockholders and a material decrease in our stockholders’ equity interest in us. Equity financing~~services, if obtained, could result in substantial dilution to our existing stockholders. At its sole discretion, our board of directors may issue additional securities without seeking stockholder approval, and we do not know when we will need additional capital or, if we ~~do,~~introduce ~~whether~~services itthat ~~will~~are benot ~~available~~favorably toreceived ~~us.~~by users;

~~Because~~● we doare ~~not~~unable ~~anticipate~~to ~~paying~~combat ~~any~~spam ~~cash dividends~~ on ~~our~~or ~~capital~~inappropriate ~~stock~~or inabusive ~~the~~use ~~foreseeable~~of ~~future,~~our ~~capital appreciation~~platform, ifwhich ~~any,~~may ~~will~~lead beto ~~your~~negative ~~sole~~public ~~source~~perception of ~~gain.~~us and our brand;

~~You~~● ~~should~~technical ~~not~~or ~~rely~~other onproblems anprevent ~~investment~~us infrom ~~our~~delivering ~~Common Stock to provide dividend income. We do not anticipate that we will pay any cash dividends to holders of~~ our ~~Common~~services ~~Stock~~ in ~~the~~a ~~foreseeable~~rapid ~~future. Instead, we plan to retain any earnings to maintain~~ and ~~expand~~reliable ~~our~~manner ~~operations. In addition, any future debt financing arrangement may contain terms prohibiting~~ or ~~limiting~~otherwise ~~the~~adversely ~~amount~~affect ~~of dividends that may be declared or paid on our Common Stock. Accordingly, investors must rely on sales of their Common Stock after price appreciation, which may never occur, as~~ the ~~only~~user ~~way to realize any return on their investment. As a result, investors seeking cash dividends should not purchase our Common Stock.~~experience;

~~Item~~● ~~1B.~~we ~~Unresolved~~suffer ~~Staff~~from ~~Comments.~~negative publicity, fail to maintain our brand or if our reputation is damaged;

~~None~~● we fail to address user concerns related to privacy and communication, safety, security or other factors; and

~~Item~~● 2.there ~~Properties~~are adverse changes in our services that are mandated by, or that we elect to make to address, legislation, regulations or government policies.

~~Our~~If ~~executive~~we ~~offices~~ are ~~located~~unable atto ~~Room~~grow ~~1205,~~our ~~12/F~~user ~~Harcourt~~base ~~House,~~or 39enhance ~~Glouchester~~user ~~Road~~engagement, ~~Wanchai~~our ~~Hong~~platform ~~Kong,~~will ~~where~~become weless ~~share~~attractive ~~approximately~~to 2our users,~~200~~ ~~square~~customers ~~feet~~and ofplatform ~~office~~partners, ~~space~~which ~~with~~would have a ~~related~~material ~~party~~and ofadverse ~~our~~impact ~~controlling~~on ~~shareholder. We intend to seek additional space in connection with~~ our ~~anticipated~~business ~~future~~and ~~growth~~operating results.

~~Item~~14 3.Table ~~Legal~~of ~~Proceedings~~Contents

~~From~~Our ~~time~~business tois ~~time~~dependent weon ~~may become involved in various legal proceedings that arise in~~ the ~~ordinary~~strength ~~course~~ of ~~business, including actions related to~~ our ~~intellectual~~brand ~~property.~~and ~~Although~~market ~~the~~perception ~~outcomes~~ of these legal proceedings cannot be predicted with certainty, we are currently not aware of any such legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverse effect on our ~~business, financial condition, or results of operations~~brand.

~~Item~~We 4market our product under the brand “CircleYY.” ~~Mine~~Our ~~Safety~~business ~~Disclosures~~and financial performance are highly dependent on the strength and the market perception of our brand and services. A well-recognized brand is critical to increasing our user base and, in turn, facilitating our efforts to monetize our services and enhancing our attractiveness to customers. From time to time, we conduct marketing activities across various media to enhance our brand and to guide public perception of our brand and services. In order to create and maintain brand awareness and brand loyalty, to influence public perception and to retain existing and attract new mobile users, customers and platform partners, we may need to substantially increase our marketing expenditures. We cannot assure you, however, that these activities will be successful or that we will be able to achieve the brand promotion effect we expect.

~~Not~~Negative ~~applicable~~publicity may harm our brand and reputation and have a material adverse effect on our business and operating results.

18Negative ~~Table~~publicity involving us, our users, our management, our social networking platform or our business model may materially and adversely harm our brand and our business. We cannot assure you that we will be able to defuse negative publicity about us, our management and/or our services to the satisfaction of ~~Contents~~our investors, users, customers and platform partners. Such negative publicity, especially when it is directly addressed against us, may also require us to engage in defensive media campaigns. This may cause us to increase our marketing expenses and divert our management’s attention and may adversely impact our business and results of operations.

~~PART~~Our IIbrand image, business and operating results may be adversely impacted by user misconduct and misuse of our platform.

~~Item~~Our 5platform allows mobile users to freely contact and communicate with people nearby. ~~Market~~Because ~~for~~we ~~Registrant’s~~do ~~Common~~not ~~Equity~~have full control over how and what users will use our platform to communicate, ~~Related~~our ~~Stockholder~~platform ~~Matters~~may be misused by individuals or groups of individuals to engage in immoral, disrespectful, fraudulent or illegal activities. We have implemented control procedures to detect and ~~Issuer~~block ~~Purchases~~illegal or inappropriate content and illegal or fraudulent activities conducted through the misuse of ~~Equity~~our ~~Securities~~platform, but such procedures may not prevent all such content from being posted or activities from being carried out. Our business and the public perception of our brand may be materially and adversely affected by misuse of our platform. In addition, if any of our users suffers or alleges to have suffered physical, financial or emotional harm following contact initiated on our platform, we may face civil lawsuits or other liabilities initiated by the affected user, or governmental or regulatory actions against us. As a result, our business may suffer and our user base, revenues and profitability may be materially and adversely affected.

~~Market~~We ~~Information~~may incur liability for counterfeit, unauthorized, illegal, or infringing products sold or misleading information available on our platform.

Our ~~common~~platform ~~stock~~provides issale ~~quoted~~channels onfor ~~the~~reputable ~~OTCQB~~brands ~~tier~~and online retailers. However, brands’ and online retailers’ measures of ~~the~~safeguarding ~~OTC~~against ~~Markets~~counterfeit, ~~Group~~unauthorized, ~~Inc~~illegal, or infringing products sold through e-commerce platforms may not be adequate. Although we have indemnity clauses in most of our contracts with our brands and isonline ~~traded~~retailers, sales could decline and our reputation may be adversely affected. We may be subject to sanctions under applicable laws and regulations if we are deemed to have participated or assisted in infringement activities associated with counterfeit goods, which may include injunctions to cease infringing activities, rectification, compensation, administrative penalties and even criminal liability, depending on the ~~symbol~~gravity ~~“UGHL”~~of such misconduct. ~~Our~~Furthermore, ~~stock~~counterfeit isproducts ~~thinly~~may ~~traded~~be defective or inferior in quality as compared to authentic products and may pose safety risks to consumers. If consumers are injured by counterfeit, unauthorized, illegal, or infringing products sold on ~~the~~our ~~OTCQB~~sales and ~~there~~marketing ~~can~~platform, we may be nosubject ~~assurance~~to ~~that~~lawsuits, asevere ~~liquid~~administrative ~~market~~penalties ~~for~~and criminal liability. We believe our ~~common~~reputation ~~stock~~is ~~will~~extremely ~~ever~~important ~~develop~~to our success and our competitive position. The discovery of counterfeit, unauthorized, illegal, or infringing products sold on our sales and marketing platform may severally damage our reputation among brand partners, and they may refrain from using our services in the future, which would materially and adversely affect our operations and financial results.

~~The~~15 ~~following~~Table ~~table~~of reflects the high and low closing sales information for our common stock for each fiscal quarter in t6he last two fiscal years. This information was obtained from the OTCQB and reflects inter-dealer prices without retail mark-up, markdown or commission and may not necessarily represent actual transactions.Contents

Quarter Ended	High		Low
December 31, 2018	$	2.50	$	0.95
September 30, 2018	$	4.25	$	1.30
June 30, 2018	$	3.68	$	1.45
March 31, 2018		1.92		0.51
December 31, 2017	$	0.94	$	0.45
September 30, 2017	$	0.80	$	0.08
June 30, 2017	$	0.37	$	0.23
March 31, 2017	$	0.51	$	0.30

If we fail to keep up with technological developments and evolving user expectations, we may fail to maintain or attract users and customers or generate revenues, and our business and operating results may be materially and adversely affected.

~~Security~~We ~~Holders~~operate in a market characterized by rapidly changing technologies, evolving industry standards, new product and service announcements, new generations of product enhancements and changing user expectations. Accordingly, our performance and the ability to further monetize the services on our platform will depend on our ability to adapt to these rapidly changing technologies and industry standards, and our ability to continually innovate in response to both evolving demands of the marketplace and competitive services. There may be occasions when we may not be as responsive as our competitors in adapting our services to changing industry standards and the needs of our users. Historically, new features may be introduced by one player in the industry, and if they are perceived as attractive to users, they are often quickly copied and improved upon by others.

~~The~~Introducing ~~following~~new ~~table~~technologies ~~reflects~~into ~~the~~our ~~high~~systems involves numerous technical challenges, substantial amounts of capital and ~~low~~personnel ~~closing~~resources ~~sales~~and ~~information~~often ~~for~~takes ~~our~~many ~~common~~months ~~stock~~to ~~for~~complete. ~~each~~We ~~fiscal~~intend ~~quarter~~to incontinue to devote resources to the ~~last~~development ~~two~~of ~~fiscal~~additional ~~years~~technologies and services. ~~This~~We ~~information~~may ~~was~~not ~~obtained~~be ~~from~~able ~~the~~to ~~OTCQB~~effectively ~~and~~integrate ~~reflects~~new ~~inter-dealer~~technologies ~~prices~~on ~~without~~a ~~retail~~timely ~~mark-up~~basis or at all, ~~markdown~~which may decrease user satisfaction with our services. Such technologies, even if integrated, may not function as expected or ~~commission~~may be unable to attract and retain a substantial number of mobile device users to use our CircleYY mobile application. Our failure to keep pace with rapid technological changes may ~~not~~cause ~~necessarily~~us ~~represent~~to ~~actual~~fail ~~transactions~~to retain or attract users or generate revenues, and could have a material and adverse effect on our business and operating results.

~~Dividend~~Privacy ~~Policy~~concerns relating to our services and the use of user information could negatively impact our user base or user engagement, or subject us to governmental regulation and other legal obligations, which could have a material and adverse effect on our business and operating results.

We ~~have~~collect ~~never~~user ~~paid~~profile, auser ~~cash~~location ~~dividend~~and onother personal data from our ~~common~~users ~~stock.~~in Weorder ~~currently~~to ~~intend~~better understand our users and their needs and to ~~retain~~support ~~all~~our ~~earnings~~social interest graph engine and our big data analytical capabilities for more targeted services such as interest- or location- based user groups and mobile marketing services. Concerns about the collection, use, disclosure or security of personal information or chat history or other privacy-related matters, even if ~~any~~unfounded, could damage our reputation, cause us to ~~finance~~lose ~~the~~users ~~growth~~and customers and ~~development~~subject us to regulatory investigations, all of which may adversely affect our business. WeWhile dowe ~~not~~strive ~~anticipate~~to ~~paying~~comply with applicable data protection laws and regulations, as well as our privacy policies pursuant to our terms of use and other obligations we may have with respect to privacy and data protection, any ~~cash~~failure ~~dividends~~or perceived failure to comply with these laws, regulations or policies may result, and in ~~the~~some ~~foreseeable~~cases ~~future~~have resulted, in inquiries and other proceedings or actions against us by government agencies or others, as well as negative publicity and damage to our reputation and brand, each of which could cause us to lose users and customers and have an adverse effect on our business and operating results.

~~Equity~~Any ~~Compensation~~systems ~~Plans~~failure or compromise of our security that results in the unauthorized access to or release of the data or chat history of our users, customers or platform partners data or chat history could significantly limit the adoption of our services, as well as harm our reputation and brand. We expect to continue expending significant resources to protect against security breaches. The risk that these types of events could seriously harm our business is likely to increase as we expand the number of services we offer and increase the size of our user base.

~~None~~Our practices may become inconsistent with new laws or regulations concerning data protection, or the interpretation and application of existing consumer and data protection laws or regulations, which is often uncertain and in flux. If so, in addition to the possibility of fines, this could result in an order requiring that we change our practices, which could have an adverse effect on our business and operating results. Complying with new laws and regulations could cause us to incur substantial costs or require us to change our business practices in a manner materially adverse to our business.

~~Recent~~16 ~~Sales~~Table of ~~Unregistered Securities~~Contents

~~None~~The continuing and collaborative efforts of our senior management and key employees are crucial to our success, and our business may be harmed if we were to lose their services.

~~Item~~We 6depend on the continued contributions of our senior management, especially the executive officers listed in “Management” section of this report, and other key employees, many of whom are difficult to replace. The loss of the services of any of our executive officers or other key employees could materially harm our business. Competition for qualified talent in the market is intense. Our future success is dependent on our ability to attract a significant number of qualified employees and retain existing key employees. If we are unable to do so, our business and growth may be materially and adversely affected. Our need to significantly increase the number of our qualified employees and retain key employees may cause us to materially increase compensation-related ~~Selected~~costs, ~~Financial~~including ~~Data~~stock-based compensation.

~~Not~~We ~~applicable~~may not be able to adequately protect our intellectual property, which could cause us to be less competitive and third-party infringements of our intellectual property rights may adversely affect our business.

~~Item~~We 7rely on a combination of copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. ~~Management’s~~Despite ~~Discussion~~our efforts to protect our proprietary rights, third parties may attempt to copy or otherwise obtain and ~~Analysis~~use our intellectual property or seek court declarations that they do not infringe upon our intellectual property rights. Monitoring unauthorized use of ~~Financial~~our ~~Conditions~~intellectual property is difficult and ~~Results~~costly, and we cannot be certain that the steps we have taken will prevent misappropriation of ~~Operations~~our intellectual property. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources.

19We ~~Table~~may ofbe ~~Contents~~subject to intellectual property infringement claims or other allegations by third parties for information or content displayed on, retrieved from or linked to our platform, or distributed to our users, which may materially and adversely affect our business, financial condition and prospects.

~~Overview~~We may in the future be subject to intellectual property infringement claims or other allegations by third parties for services we provide or for information or content displayed on, retrieved from or linked to our platform, or distributed to our users, which may materially and adversely affect our business, financial condition and prospects.

WeCompanies ~~were~~in ~~incorporated~~the ~~under~~internet, ~~the~~technology ~~laws~~and ofmedia ~~the~~industries ~~State~~are offrequently ~~Nevada~~involved in litigation based on ~~May~~allegations 6,of ~~2014~~infringement ~~under~~of ~~the~~intellectual ~~name~~property ~~Costo~~rights, ~~Inc.~~unfair tocompetition, ~~engage~~invasion inof ~~the~~privacy, ~~business~~defamation ofand ~~distributing~~other ~~automobile~~violations ~~parts~~of ~~and~~other ~~components~~parties’ ~~necessary~~rights. ~~for~~The ~~the~~validity, ~~maintenance~~enforceability and ~~repair~~scope of ~~automobiles~~protection ~~and~~of ~~specialty~~intellectual ~~equipment~~property rights in internet-related industries, ~~including~~are ~~construction~~uncertain and ~~road~~still ~~machinery~~evolving. We face, ~~principally~~from time to time, and expect to face in ~~China~~the future, ~~Europe~~allegations that we have infringed the trademarks, copyrights and ~~certain~~other ~~Commonwealth~~intellectual property rights of ~~Independent~~third ~~States~~parties, ~~countries~~including our competitors, or allegations that we are involved in unfair trade practices. We ~~changed~~allow users to upload text, graphics, audio, video and other content to our ~~name~~platform and download, share, link to ~~Union~~and ~~Bridge~~otherwise ~~Holdings~~access ~~Limited~~games and other content on ~~May~~our ~~23,~~platform. ~~2016~~We inhave ~~connection~~procedures ~~with~~designed ~~our~~to ~~expanded~~reduce ~~business~~the ~~plan~~likelihood ~~under~~that ~~which~~content wemight ~~determined~~be toused ~~expand~~without ~~operations~~proper ~~into~~licenses or third-party consents. However, these procedures may not be effective in preventing the ~~health~~unauthorized ~~care~~posting ~~industry~~of copyrighted content. WeTherefore, ~~never~~we ~~achieved~~may ~~any~~face ~~revenues~~liability ~~from~~for ~~our~~copyright ~~automobile~~or ~~and~~trademark ~~specialty~~infringement, ~~equipment~~defamation, ~~business~~unfair competition, libel, negligence, and ~~during~~other claims based on the ~~fourth~~nature ~~quarter~~and content of ~~2017~~the wematerials ~~determined~~that toare ~~discontinue~~delivered, ~~that~~shared ~~area~~or ofotherwise ~~business~~accessed through our platform.

~~Since~~Defending ~~May~~intellectual ~~23,~~property ~~2016~~litigation weis ~~have~~costly ~~taken~~and ~~steps~~can toimpose ~~position our company to operate in two segments of the health care industry: (i) as~~ a ~~distributor~~significant inburden ~~Asia~~on ofour ~~technologically~~management ~~advanced medical equipment devices~~ and ~~other lifestyle products and services for the elderly~~employees, ~~including, but not limited to wheelchairs~~ and ~~telemedic~~there ~~devices,~~can ~~and~~be ~~(ii)~~no asassurances anthat ~~operator~~favorable offinal ~~high-end~~outcomes ~~senior~~will ~~care~~be ~~facilities~~obtained in ~~Asia,~~all ~~including,~~cases. ~~but~~Such ~~not limited to Hong Kong~~claims, ~~China~~even ~~and~~if ~~Thailand.~~they Wedo ~~will~~not ~~require~~result ~~additional~~in ~~capital~~liability, tomay ~~finance~~harm our ~~proposed~~reputation. ~~operations,~~Any ~~including~~resulting ~~our~~liability ~~Chang~~or ~~Mai~~expenses, ~~Thailand senior care facility project. No assurance can be given that we will raise such capital as and when needed~~ or ~~that~~changes werequired ~~will~~to beour ~~able~~platform to doreduce sothe onrisk ~~reasonable~~of ~~terms.~~future Weliability, ~~will~~may ~~also~~have ~~need to develop~~ a ~~sales~~material ~~force~~adverse ~~and~~effect ~~engage~~on ~~qualified project partners to develop~~ our business, asfinancial ~~presently~~condition ~~contemplated~~and prospects.

~~RESULTS~~17 OFTable ~~OPERATIONS~~of Contents

WeUser ~~are~~growth ~~a development stage company~~ and ~~have~~engagement ~~generated~~depend ~~minimal~~upon ~~revenue~~effective tointeroperation ~~date.~~with Wemobile ~~have~~operating ~~incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and~~systems, ~~accordingly~~networks, domobile ~~not~~devices ~~include adjustments relating to the recoverability~~ and ~~realization~~standards ~~of assets and classification of liabilities~~ that ~~might be necessary should~~ we bedo ~~unable~~not ~~to continue in operation~~control. ~~We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.~~

~~The~~We ~~following~~make ~~comparative~~our ~~analysis~~services onavailable ~~results~~across a variety of ~~operations~~mobile ~~was~~operating ~~based~~systems and devices. We are dependent on the ~~comparative~~interoperability ~~financial~~of ~~statements~~our services with popular mobile devices and mobile operating systems that we do not control, ~~footnotes~~such as Android, iOS and ~~related~~Windows. ~~information~~Any ~~for~~changes in such mobile operating systems or devices that degrade the ~~years~~functionality ~~ended~~of ~~December~~our 31services or give preferential treatment to competitive services could adversely affect usage of our services. Further, ~~2018~~if the number of platforms for which we develop our services increases, which is typically seen in a dynamic and ~~2017~~fragmented mobile services market, it will result in an increase in our costs and expenses. ~~This~~In ~~analysis~~order ~~should~~to deliver high quality services, it is important that our services work well across a range of mobile operating systems, networks, mobile devices and standards that we do not control. We may not be ~~read~~successful in ~~conjunction~~developing relationships with key participants in the ~~financial~~mobile ~~statements~~industry or in developing services that operate effectively with these operating systems, networks, devices and standards. In the ~~notes~~event that it is difficult for our users to ~~those~~access ~~statements~~and ~~that~~use ~~are~~our ~~included~~services, ~~elsewhere~~particularly inon ~~this~~their ~~report~~mobile devices, our user growth and user engagement could be harmed, and our business and operating results could be adversely affected.

~~Year~~Our ~~Ended~~operations ~~December~~depend ~~31,~~on ~~2018~~the ~~Compared~~performance toof the ~~Year~~internet ~~Ended~~infrastructure ~~December~~and ~~31,~~fixed ~~2017~~telecommunications networks.

~~During~~We primarily rely on a limited number of telecommunication service providers to provide us with data communications capacity through local telecommunications lines and internet data centers to host our servers. We have limited access to alternative networks or services in the ~~years~~event ~~ended~~of ~~December~~disruptions, 31failures or other problems with internet infrastructure or the fixed telecommunications networks provided by telecommunication service providers. With the expansion of our business, ~~2018~~we may be required to upgrade our technology and ~~December~~infrastructure ~~31,~~to ~~2017~~keep up with the increasing traffic on our platform. We cannot assure you that the internet infrastructure and the fixed telecommunications networks will be able to support the demands associated with the continued growth in internet usage. If we cannot increase our capacity to deliver our online services, we ~~generated~~may ~~revenue~~not ofbe $6able to the increases in traffic we anticipate from our expanding user base,~~389~~ and $0the adoption of our services may be hindered, ~~respectively~~which could adversely impact our business.

~~Operating~~In ~~Expenses~~addition, we have no control over the costs of the services provided by telecommunication service providers. If the prices we pay for telecommunications and internet services rise significantly, our results of operations may be materially and adversely affected. Furthermore, if internet access fees or other charges to internet users increase, some users may be prevented from accessing the mobile internet and thus cause the growth of mobile internet users to decelerate. Such deceleration may adversely affect our ability to continue to expand our user base.

~~Total~~Our ~~operating~~business ~~expenses~~and ~~for~~operating ~~the~~results ~~year~~may ~~ended~~be ~~December~~harmed ~~31, 2018, increased~~ by ~~$145,914~~service ~~to $229~~disruptions,~~436~~ ~~compared~~or toby ~~the~~our ~~year~~failure ~~ended December 31, 2017. The increases were primarily a result of an increase in professional fees related~~ to ~~financial~~timely and ~~administrative~~effectively ~~contracted~~scale ~~services, such as legal~~ and ~~accounting~~adapt ~~fees to remain a reporting company with the SEC. We are unable to predict the level of~~ our ~~operating~~existing ~~expenses~~technology asand ~~we continue to develop our business~~infrastructure.

~~Net~~People ~~Loss~~use our platform for socializing and information. We may experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, hardware failure, capacity constraints due to an overwhelming number of people accessing our mobile services simultaneously, computer viruses and denial of service, fraud and security attacks. Any disruption or failure in our infrastructure could hinder our ability to handle existing or increased traffic on our platform or cause us to lose content stored on our platform, which could significantly harm our business and our ability to retain existing users and attract new users.

~~The~~As ~~net~~the ~~loss~~number ~~for~~of ~~the~~our ~~year~~users ~~ended~~increases ~~December~~and ~~31,~~our ~~2018~~users ~~was~~generate ~~$289,186,~~more ancontent ~~increase~~on ofour ~~$143~~platform,~~240~~ ~~compared~~we may be required to ~~the~~expand ~~year~~and ~~ended~~adapt ~~December~~our ~~31,~~technology ~~2017~~and infrastructure to continue to reliably store and analyze this content. ~~The~~It ~~increase~~may isbecome ~~primarily~~increasingly adifficult ~~result~~to ofmaintain and improve the performance of our services, especially during peak usage times, as our services become more complex and our user traffic increases. If our users are unable to access CircleYY platform in ~~operating~~a ~~expenses~~timely ~~discussed~~fashion, ~~above~~or at all, our user experience may be compromised and the ~~tax~~users ~~penalty~~may ofseek ~~$71~~other mobile social networking tools to meet their needs,~~426~~ ~~incurred~~and ~~during~~may ~~the~~not ~~year~~return ~~ended~~to ~~December~~CircleYY 31or use CircleYY as often in the future, ~~2018~~or at all. This would negatively impact our ability to attract users and maintain the level of user engagement.

~~Liquidity~~Future strategic alliances may have a material and ~~Capital~~adverse ~~Resources~~effect on our business, reputation and results of operations.

~~Liquidity~~We ismay in the ~~ability~~future ofenter aninto ~~enterprise~~strategic toalliances ~~generate~~with ~~adequate~~various ~~amounts~~third ofparties. ~~cash~~Strategic toalliances ~~meet~~with ~~its~~third ~~needs~~parties ~~for~~could ~~cash~~subject ~~requirements.~~us Asto ~~of December 31, 2018, we had~~ a ~~working~~number ~~capital deficit~~ of ~~$484~~risks,~~912,~~ anincluding ~~increase~~risks ofassociated ~~$289,269~~with ~~from~~sharing ~~our~~proprietary ~~working capital deficit of $196~~information,~~643~~ atnon-performance ~~December~~by ~~31, 2017. The increase in~~ the ~~deficit~~counterparty isand ~~primarily a result of~~ an increase in ~~professional~~ expenses. Asincurred ~~of December 31, 2018, our total assets were $156,532 compared to $74,991~~ in ~~total~~establishing ~~assets~~new atstrategic ~~December 31~~alliances, ~~2017.~~any ~~Total assets as~~ of ~~December~~which ~~31,~~may ~~2018~~materially ~~were comprised of $97,870 in cash~~ and ~~cash~~adversely ~~equivalents~~affect ~~and~~our ~~$58,662~~business. inWe ~~prepaid~~may ~~expenses,~~have ~~while~~little asability atto ~~December~~control ~~31,~~or ~~2017~~monitor ~~total~~their ~~assets~~actions ~~were comprised $62,158 in cash~~ and ~~$11,833~~to inthe ~~prepaid~~extent ~~expenses.~~strategic Asthird ofparties ~~December~~suffer ~~31,~~negative ~~2018,~~publicity ~~our~~or ~~current~~harm ~~liabilities~~to ~~were~~their ~~$641,444~~reputation ~~comprised~~from ofevents ~~$513,261~~relating ~~due~~ to ~~related~~their ~~parties and $128~~business,~~183~~ ~~for~~we ~~accounts~~may ~~payable~~also ~~and~~suffer ~~accrued~~negative ~~liabilities.~~publicity Asor ofharm ~~December~~to ~~31, 2017,~~ our ~~current~~reputation ~~liabilities~~by ~~were~~virtue ~~$270,634 comprised~~ of ~~$208,310~~our ~~due~~association towith ~~related~~such ~~parties~~third ~~and $62,324 in accounts payable and accrued liabilities~~parties.

2018 Table of Contents

~~Cash~~We ~~Flows~~face ~~From~~risks ~~Operating~~related ~~Activities~~to health epidemics and natural disasters.

WeOur ~~have~~business ~~not~~could ~~generated~~be ~~positive~~adversely ~~cash~~affected ~~flows~~by ~~from~~the ~~operating~~effects ~~activities~~of epidemics. ~~Net~~In ~~cash~~recent ~~used~~years, inthere ~~operating~~have ~~activities~~been ~~for~~breakouts ~~the~~of ~~year~~epidemics ~~ended~~globally. ~~December~~For 31example, ~~2018~~there ~~was~~has ~~$230,449~~been ~~primarily~~an ~~due~~outbreak ~~to a net loss~~ of ~~$289,186~~2019 ~~and~~novel ancoronavirus ~~increase~~since inJanuary ~~prepaid~~2020 ~~expenses~~which ofhas ~~$45,829~~resulted ~~which~~in ~~was~~lockdowns ~~reduced~~implemented byin anmany ~~increase~~cities in ~~expenses~~China. ofOur ~~$38,707~~business ~~paid~~operations bycould abe ~~related~~disrupted ~~party~~if onone ~~behalf~~ of ~~the~~our ~~Company~~employees ~~and~~is ansuspected ~~increase~~of inhaving ~~accounts~~H1N1 ~~payable and accrued liabilities of $65~~flu,~~859.~~ ~~Net~~avian ~~cash~~flu ~~flows~~or ~~used~~another ~~in operating activities was $50~~epidemic,~~100~~ ~~for~~since ~~the~~it ~~year~~could ~~ended~~require ~~December~~our ~~31,~~employees ~~2017 primarily due~~ to abe ~~net~~quarantined ~~loss of $145,946~~ and/or anour ~~increase~~offices into ~~prepaid~~be ~~expenses~~disinfected. ofIn $2addition,~~833,~~ ~~which~~our ~~was~~results ~~reduced by the increase in expenses~~ of ~~$47,878~~operations ~~paid~~could bybe aadversely ~~related~~affected ~~party~~to onthe ~~behalf~~extent ofthat the ~~Company~~outbreak ~~and~~harms anthe ~~increase~~global economy in ~~accounts~~general ~~payable~~ and ~~accrued~~the ~~liabilities~~mobile ofinternet ~~$50,801~~industry in particular.

~~Cash~~We ~~Flows~~are ~~From~~also ~~Financing~~vulnerable ~~Activities~~to natural disasters and other calamities. Although we have servers that are hosted in an offsite location, our backup system does not capture data on a real-time basis and we may be unable to recover certain data in the event of a server failure. We cannot assure you that any backup systems will be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to server interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services on our platform.

WeRisks ~~have~~Associated ~~financed~~With ~~our~~Doing ~~operations~~Business ~~primarily~~In ~~from~~Hong advances from shareholders. For the year ended December 31, 2018, net cash provided by financing activities was $266,244 arising from a loan from our principal shareholder. For the year ended December 31, 2017, net cash provided by financing activities was $105,831 arising from a loan from our principal shareholder.Kong

~~Plan~~Political consideration of ~~Operation~~Hong ~~and Funding~~Kong

WeAs ~~expect~~Hong ~~that~~Kong ~~working~~is ~~capital~~a ~~requirements~~special ~~will~~administrative ~~continue~~region toof bethe ~~funded~~PRC, ~~through~~the ~~further~~PRC ~~issuances~~may, ofby ~~our~~its ~~securities~~political and ~~loans~~economic ~~from~~policies, ~~our~~exert ~~executive~~influence ~~officers~~on ~~and~~the ~~principal~~foregoing ~~shareholders,~~aspects ~~including~~of ~~Joseph~~Hong HoKong. ~~Our~~The ~~working~~PRC ~~capital~~economy ~~requirements~~features ~~are~~a ~~expected~~high degree of government involvement. In recent years, the PRC Government has implemented various measures to ~~increase~~guide the allocation of resources so as to narrow the gaps between economic developments in ~~line~~different ~~with~~regions in the ~~growth~~country. We cannot foresee or give any assurance that the PRC Government will not in the near future adopt policies that will adversely affect the political, legal and economic conditions of Hong Kong which may in turn materially affect our business.

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

~~Material~~The ~~Commitments~~costs of doing business in Hong Kong is high as compared to its surrounding regions. We rent our office space in Hong Kong. The majority of our workforce is also based in Hong Kong. In view of the high rental price and high labour cost in Hong Kong, our company needs to exercise careful control over our expenditures in these areas. Should we fail to control our costs, the financial performance of our Company may be adversely affected.

AsThe global nature of ~~December~~our ~~31,~~operations ~~2018,~~exposes weus ~~had~~to nonumerous ~~material~~risks ~~commitments.~~that could materially adversely affect our consolidated financial condition and results of operations.

~~Inflation~~We intend to offer and sell our products and services in several countries subjecting us to the risks inherent in foreign operations. Economic uncertainty in some of the geographic regions in which we intend to operate, including developing regions, could result in the disruption of commerce and negatively impact cash flows in those areas.

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

~~Off-Balance~~● ~~Sheet~~foreign ~~Arrangements~~currency exchange controls and tax rates; ● foreign currency exchange rate fluctuations, including devaluations; ● the potential for changes in regional and local economic conditions, including local inflationary pressures; ● restrictive governmental actions such as those on transfer or repatriation of funds and trade protection matters, including antidumping duties, tariffs, embargoes and prohibitions or restrictions on acquisitions or joint ventures;

As19 ofTable ~~the date~~ of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.Contents

21● ~~Table~~changes in laws and regulations, including laws and policies affecting trade and foreign investment; ● the difficulty of ~~Contents~~enforcing agreements and collecting receivables through certain foreign legal systems; ● more expansive legal rights of foreign unions or works councils; ● changes in labor conditions and difficulties in staffing and managing international operations; ● the potential for nationalization of enterprises or facilities; and ● unsettled political conditions and possible terrorist attacks

~~Going~~These ~~Concern~~and other factors may have material adverse effect on our operations and, consequently, on our consolidated financial condition or results of operations.

~~The~~Political ~~accompanying~~and ~~financial~~economic ~~statements~~instability ~~have~~and ~~been~~risk ~~prepared~~of ~~assuming~~government ~~that~~actions ~~the~~affecting ~~Company~~our ~~will~~business ~~continue~~and asour acustomers ~~going~~or ~~concern,~~suppliers ~~which~~may ~~contemplates~~adversely ~~continuity~~impact ofour ~~operations~~business, ~~realization~~results of ~~assets,~~operations and ~~liquidation~~cash ~~of liabilities in the normal course of business~~flows.

AsWe ~~reflected~~will be exposed to risks inherent in ~~the~~doing ~~accompanying~~business ~~consolidated~~in ~~financial~~each ~~statements,~~of the ~~Company~~countries ~~had~~or anregions ~~accumulated~~in ~~deficit~~which atwe ~~December~~or 31our customers or suppliers operate including civil unrest, ~~2018~~acts of ~~$538~~terrorism,~~429~~ sabotage, aepidemics, ~~net~~force ~~loss~~majeure, ~~for~~war ~~the~~or ~~year~~other ~~ended~~armed ~~December~~conflict 31and related government actions, ~~2018~~including sanctions/embargoes, the deprivation of ~~$289~~contract rights,~~186~~ ~~and~~the ~~net~~inability ~~cash~~to ~~used~~obtain inor ~~operating~~retain ~~activities~~licenses ~~for~~or ~~the~~permits ~~year~~required ~~ended~~to ~~December~~operate ~~31,~~facilities ~~2018~~or ofimport ~~$230,449.~~or ~~These~~export ~~conditions~~goods ~~raise~~or ~~substantial~~raw ~~doubt~~materials, ~~about~~the expropriation or nationalization of our ~~ability~~assets, toand ~~continue~~restrictions ason atravel, ~~going~~payments ~~concern~~or the movement of funds.

~~The~~We ~~Company~~intend ~~is attempting~~ to ~~produce~~conduct ~~sufficient~~business ~~revenue; however, the Company’s cash position is not sufficient to support its daily operations. While the Company believes~~ in ~~the~~China ~~viability~~which ofsubjects ~~its~~us ~~strategy~~ to ~~produce~~certain ~~sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect~~risks. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds.

~~The~~We ~~audited~~intend ~~financial statements do not include any adjustments related~~ to ~~the~~conduct ~~recoverability~~certain ~~and classification~~ of ~~recorded~~our ~~asset~~distribution ~~amounts~~and orsenior ~~the~~care ~~amounts~~operations ~~and~~in ~~classification~~China. ofAs ~~liabilities~~a ~~that~~result, ~~might~~our bebusiness ~~necessary~~is ~~should~~subject ~~the~~to ~~Company~~risks beassociated ~~unable~~with todoing ~~continue~~business asin aChina, ~~going concern.~~including:

~~The~~● ~~independent~~trade ~~auditors'~~protection ~~audited~~measures, ~~report~~such ~~accompanying~~as ~~our~~tariff ~~financial~~increases, ~~statements~~and ~~contain~~import anand ~~explanatory~~export ~~paragraph~~licensing ~~expressing~~and ~~substantial~~control ~~doubt~~requirements; ~~about~~● ~~our~~potentially ~~ability~~negative toconsequences ~~continue~~from aschanges ain ~~going~~tax ~~concern.~~laws; ~~The~~● ~~financial~~difficulties ~~statements~~associated ~~have~~with ~~been~~the ~~prepared~~Chinese ~~"assuming~~legal ~~that~~system, weincluding ~~will~~increased ~~continue~~costs asand auncertainties ~~going~~associated ~~concern,"~~with ~~which~~enforcing ~~contemplates~~contractual ~~that~~obligations wein ~~will~~China; ~~realize~~● ~~our~~historically ~~assets~~lower ~~and~~protection ~~satisfy~~of ~~our~~intellectual ~~liabilities~~property ~~and~~rights; ~~commitments~~● unexpected or unfavorable changes in ~~the~~regulatory ~~ordinary~~requirements; ~~course~~and of● ~~business~~changes and volatility in currency exchange rates.

~~Subsequent~~We tomay ~~the~~enter ~~period~~into ~~covered~~strategic bycollaborations ~~this~~or ~~report,~~alliances onwith ~~March~~third ~~31,~~parties ~~2018,~~that ~~our~~may ~~chief~~not ~~executive~~result ~~officer,~~in ~~Joseph~~the ~~Ho,~~development ~~agreed~~of tocommercially ~~loan~~viable upoperations toor ~~$1 million to~~ the ~~Company~~generation ~~for~~of ~~investment~~significant ~~and~~future ~~working capital purposes upon management's request~~revenue. ~~Any such loans would be interest free, have no fixed repayment terms and would be repayable upon demand.~~

~~Critical~~In ~~Accounting~~the ~~Policies~~ordinary course of our business, we may enter into strategic collaborations or alliances to distribute product candidates, to operate senior care facilities and to pursue new markets. Proposing, negotiating and implementing strategic collaborations or alliances may be a lengthy and complex process. Other companies, including those with substantially greater financial, marketing, sales, technology or other business resources, may compete with us for these opportunities or arrangements. We may not identify, secure, or complete any such transactions or arrangements in a timely manner, on a cost-effective basis, on acceptable terms or at all. In particular, these collaborations may not result in the development of products that achieve commercial success or result in significant revenue.

We20 ~~have~~Table ~~identified the following policies below as critical to our business and results~~ of operations. Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment. Specific risks associated with these critical accounting policies are described in the following paragraphs.Contents

~~Use~~Additionally, we may not be in a position to exercise sole decision making authority regarding the transaction or arrangement, which could create the potential risk of ~~Estimates~~creating impasses on decisions, and our collaborators may have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals. We may have limited control over the amount and timing of resources that any future collaborators devote to our joint ventures. Disputes between us and our collaborators may result in litigation or arbitration that would increase our expenses and divert the attention of our management. Further, these transactions and arrangements are contractual in nature and may be terminated or dissolved under the terms of the applicable agreements and, in such event, we may not continue to have rights to the products and services relating to such transaction or arrangement or may need to purchase such rights at a premium.

~~The~~We ~~preparation~~may ofseek ~~financial statements in conformity with U.S. GAAP requires management~~ to ~~make~~grow ~~estimates~~our ~~and~~business ~~assumptions~~through ~~that~~acquisitions ~~affect the reported amounts~~ of ~~assets~~complementary ~~and~~businesses, ~~liabilities~~ and ~~disclosure of contingent assets and liabilities at~~ the ~~date~~failure ofto ~~the~~manage ~~financial~~acquisitions, ~~statements~~or ~~as well as~~ the ~~reported~~failure ~~amount~~to ofintegrate ~~revenues~~them ~~and~~with ~~expenses~~our ~~during~~existing ~~the~~business, ~~reporting~~could ~~period.~~impair ~~Actual~~our ~~results~~ability ~~could~~to ~~differ~~execute ~~from~~our ~~these~~business ~~estimates~~strategies.

~~Item~~From ~~7A.~~time ~~Qualitative~~to ~~and~~time, ~~Quantitative~~we ~~Disclosures~~may ~~About~~consider ~~Market~~opportunities ~~Risk~~to acquire other businesses that may enhance our then existing business or, expand the breadth of our markets or customer base, or advance our business strategies. Potential acquisitions involve numerous risks, including:

~~Not~~● ~~applicable~~problems assimilating the new business; ● issues maintaining uniform standards, procedures, controls and policies; ● unanticipated costs associated with acquisitions; ● diversion of management’s attention from then existing businesses; ● risks associated with entering new markets in which we have limited or no experience; and ● increased legal and accounting costs relating to the acquisitions or compliance with regulatory matters.

~~Item~~We 8do not know if we will be able to identify acquisitions we deem suitable, whether we will be able to successfully complete any such acquisitions on favorable terms or at all, or whether we will be able to successfully integrate any acquired products or technologies. ~~Financial~~Our ~~Statements~~inability ~~and~~to ~~Supplementary~~integrate ~~Data~~any acquired products or technologies effectively could impair our ability to execute our business strategies.

~~The~~We ~~consolidated~~will ~~financial~~need ~~statements~~to ~~and~~raise ~~Report~~additional offunds ~~Independent Registered Public Accounting Firm are listed~~ in the ~~“Index~~future, toand ~~Consolidated~~these ~~Financial~~funds ~~Statements”~~may onnot ~~page~~be ~~F-1~~available ~~and included~~ on ~~pages~~acceptable ~~F-2~~terms ~~through~~or ~~F-12~~at all.

22We ~~Table~~require additional capital to further our business plans and grow our business. The expected growth of ~~Contents~~our business will significantly increase our expenses. As a result, we will need to raise additional capital, which may not be available on reasonable terms, if at all. Our future capital requirements will depend on many factors, including:

~~Item~~● 9.the ~~Changes~~revenue ingenerated by our products and ~~Disagreements~~services; ● the costs associated with ~~Accountants~~expanding onour ~~Accounting~~operations; ● the costs associated with developing and ~~Financial~~commercializing ~~Disclosure~~our senior care operations; ● the costs of obtaining and maintaining regulatory clearance or approval for products and services; ● the costs of ongoing compliance and regulatory requirements; ● expenses we incur in connection with potential litigation or governmental investigations; ● anticipated or unanticipated capital expenditures; and ● unanticipated general and administrative expenses.

On21 ~~March~~Table ~~8, 2017, KLJ & Associates, LLP (“KLJ”) advised us that it had resigned from its position as our independent registered public accounting firm, effective as~~ of that date. Our Board of Directors did not recommend or approve the change in accountants. KLJ’s reports on our financial statements for the fiscal year ended November 30, 2015 and the period from May 8, 2014 (inception) through November 30, 2014 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report included an explanatory paragraph relating to an uncertainty as to our ability to continue as a going concern. Furthermore, during the fiscal year ended November 30, 2015, the period from May 8, 2014 (inception) through November 30, 2014 and through March 8, 2017, (i) there were no disagreements with KLJ on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to KLJ’s satisfaction, would have caused KLJ to make reference to the subject matter of the disagreement in connection with its reports on our financial statements for such periods, and (ii) there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K. Contents

OnAs ~~March~~a ~~14,~~result ~~2017, our Board~~ of ~~Directors~~these ~~approved the engagement of Anthony Kam & Associates Limited (“Anthony Kam”) as our independent registered public accounting firm~~ and ~~Anthony~~other ~~Kam was engaged on March 14~~factors, ~~2017.~~we ~~During~~do ~~our~~not ~~two~~know ~~most~~the ~~recent~~extent ~~fiscal~~to ~~years~~which ~~ended December 31, 2016 and 2015 and from January 1, 2017 through March 14, 2017, neither~~ we ~~nor~~may ~~anyone~~be onrequired ~~our behalf consulted Anthony Kam regarding either (i) the application of accounting principles~~ to araise ~~specified~~additional ~~transaction,~~capital ~~either~~from ~~completed~~public or ~~proposed,~~private orofferings ~~the type~~ of ~~audit opinion that might be rendered on~~ our ~~consolidated~~capital ~~financial statements~~stock, ~~and~~borrowings nounder ~~written~~credit ~~report~~lines or ~~oral~~other ~~advice~~sources. ~~was~~If ~~provided~~we toissue usequity ~~that~~or ~~Anthony~~debt ~~Kam~~securities ~~concluded~~to ~~was~~raise anadditional ~~important~~funds, ~~factor~~our ~~considered~~existing bystockholders usmay inexperience ~~reaching~~dilution, aand ~~decision as to~~ the ~~accounting,~~new ~~auditing~~equity or ~~financial~~debt ~~reporting~~securities ~~issue;~~may orhave ~~(ii)~~rights, ~~any~~preferences ~~matter~~and ~~that~~privileges ~~was~~senior ~~the~~to ~~subject~~those of aour ~~disagreement~~existing ~~or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v)~~stockholders.

OnIf ~~August~~we ~~14,~~are ~~2017,~~unable ~~our~~to ~~Board~~raise ofadditional ~~Directors appointed WWC~~capital, ~~P.C.~~we ~~(“WWC”)~~will asnot ~~our~~be ~~principal~~able ~~accountant~~to ~~and~~expand ~~terminated~~our ~~Anthony~~infrastructure, ~~Kam~~enhance &our ~~Associates~~products ~~Limited~~and ~~(“AKAL”)~~services ~~from~~or ~~that~~take ~~role.~~advantage ~~The audit report~~ of ~~AKAL~~future ~~on our financial statements as of and for the year December 31~~opportunities, ~~2016 did not contain any adverse opinion~~ or ~~disclaimer~~respond ofto ~~opinion~~competitive pressures, ~~nor~~changes ~~was~~in itsupplier ~~qualified or modified as to uncertainty~~relationships, ~~audit scope,~~ or ~~accounting~~unanticipated ~~principles,~~changes ~~except~~in ~~that~~customer ~~each~~demand. ~~report~~Any ~~noted~~of ~~that~~these ~~there~~events ~~was~~could ~~substantial~~adversely ~~doubt~~affect ~~about~~ our ability to ~~continue~~achieve ~~as a going concern. In connection with the audit of~~ our ~~financial~~strategic ~~statements~~objectives ~~for the year ended December 31, 2016~~ and ~~the~~impact ~~subsequent~~our ~~interim~~ability period, (i) there were no disagreements with AKAL on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to ~~AKAL’s~~continue ~~satisfaction, would have caused AKAL to make reference in connection with its opinion to the subject matter of the disagreement, and (ii) were no “reportable events”,~~ as ~~that term is described in Item 304(~~a~~)(1)(v)~~ ofgoing ~~Regulation S-K~~concern.

~~Item~~We ~~9A.~~will ~~Controls~~face ~~and~~competition ~~Procedures~~from numerous companies, many of whom will have greater resources than we do.

~~Evaluation~~We will compete with a number of ~~Disclosure~~companies ~~Controls~~engaged in the senior care product business segments in which we intend to operate. Many of these competitors will be large, well-capitalized companies with significantly greater market share and ~~Procedures~~resources than we have. As a result, these companies may be better positioned than we are to spend more aggressively on marketing, sales, and other product and service initiatives.

WeIn ~~maintain~~addition, ~~disclosure~~competitors ~~controls~~may ~~and~~be ~~procedures~~able ~~(as defined in Rule 13a-15(e) under the Exchange Act that are designed~~ to ~~ensure~~respond ~~that~~more ~~information~~quickly ~~required~~and toeffectively bethan ~~disclosed by us in reports that~~ we ~~file~~can ~~under~~to ~~the~~new ~~Exchange~~or ~~Act~~changing ~~is recorded~~opportunities, ~~processed~~technologies, ~~summarized~~standards ~~and~~or ~~reported~~customer asrequirements. ~~specified~~If inwe ~~the~~are ~~SEC’s~~unable ~~rules~~to ~~and~~offer ~~forms~~products and ~~that~~services ~~such information required to be disclosed by us in reports~~ that wecompete ~~file~~effectively ~~under~~against the ~~Exchange~~products ~~Act~~and isservices ~~accumulated~~of ~~and~~existing ~~communicated~~or tofuture ~~our management~~competitors, ~~including~~ our ~~Chief~~future ~~Executive~~revenue ~~Officer~~could ~~and~~be ~~Chief~~negatively ~~Financial Officer, to allow timely decisions regarding required disclosure~~impacted. ~~Management,~~Some ~~with the participation~~ of our ~~Chief~~competitors ~~Executive~~may ~~Officer~~compete ~~and~~by ~~Chief~~changing ~~Financial~~their ~~Officer,~~pricing ~~performed~~model anor ~~evaluation~~by oflowering the ~~effectiveness~~price of ~~our~~their ~~disclosure~~products ~~controls~~ and ~~procedures~~services. asIf ofthese ~~December~~competitors’ ~~31,~~pricing ~~2018.~~techniques ~~Based~~are ~~on that evaluation~~effective, ~~our~~it ~~management,~~could ~~including~~result ~~our~~in ~~Chief~~downward ~~Executive~~pressure ~~Officer~~on ~~and~~the ~~Chief~~price ~~Financial~~of ~~Officer,~~our ~~concluded~~products ~~that~~and ~~our~~services. ~~disclosure~~If ~~controls~~we ~~and~~are ~~procedures~~unable ~~were~~to ~~not~~maintain ~~effective~~or asincrease ofour ~~December~~selling ~~31,~~prices ~~2018~~in ~~due~~the toface ~~the~~of ~~material~~competition, ~~weaknesses~~we ~~and~~may ~~significant~~not ~~deficiencies~~improve ~~discussed~~our ~~below~~gross margins.

23We ~~Table~~may ofacquire ~~Contents~~other businesses, form joint ventures or make investments in other companies or technologies that could negatively affect our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expense.

~~Management’s~~We ~~Annual~~intend ~~Report~~to pursue acquisitions of businesses and capabilities. We also intend to pursue strategic alliances and joint ventures that leverage our industry experience to expand our offerings or distribution capabilities. We have no experience with acquiring other companies and forming strategic partnerships. We may not be able to find suitable partners or acquisition candidates, and we may not be able to complete such transactions on ~~Internal~~favorable ~~Control~~terms, ~~over~~if ~~Financial~~at ~~Reporting~~all. If we make any acquisitions, we may not be able to integrate these acquisitions successfully into our existing business, and we could assume unknown or contingent liabilities. Any future acquisitions could also result in the incurrence of debt, contingent liabilities or future write-offs of intangible assets or goodwill, any of which could have a negative impact on our cash flows, financial condition and results of operations. Integration of an acquired company may also disrupt ongoing operations and require management resources that we would otherwise focus on developing our existing business. We may experience losses related to investments in other companies, which could harm our financial condition and results of operations. We may not realize the anticipated benefits of any acquisition, strategic alliance or joint venture.

~~Management~~Foreign isacquisitions ~~responsible~~involve ~~for~~unique ~~the~~risks ~~preparation~~in ofaddition ~~our~~to ~~financial~~those ~~statements~~mentioned ~~and~~above, ~~related~~including ~~information.~~those ~~Management~~related ~~uses~~to ~~its~~integration ~~best~~of ~~judgment~~operations toacross ~~ensure~~different ~~that~~cultures ~~the~~and ~~financial~~languages, ~~statements~~currency ~~present~~risks ~~fairly,~~and inthe ~~material~~particular ~~respects~~economic, ~~our~~political ~~financial position~~ and ~~results~~regulatory ofrisks ~~operations~~associated ~~in conformity~~ with ~~generally~~specific ~~accepted accounting principles~~countries.

~~Management~~To isfinance ~~responsible~~any ~~for~~acquisitions ~~establishing~~or ~~and~~joint ~~maintaining~~ventures, ~~adequate~~we ~~internal~~may ~~control~~choose ~~over~~to ~~financial~~issue ~~reporting~~common stock as ~~defined~~consideration, inwhich ~~the~~could ~~Exchange~~dilute ~~Act.~~the ~~These~~ownership ~~internal~~of ~~controls~~our ~~are~~stockholders. ~~designed~~Additional tofunds ~~provide~~may ~~reasonable~~not ~~assurance~~be ~~that~~available ~~the~~on ~~reported~~terms ~~financial information is presented fairly,~~ that ~~disclosures~~ are ~~adequate~~favorable ~~and~~to ~~that~~us, ~~the~~or ~~judgments~~at ~~inherent in the preparation of financial statements are reasonable~~all. ~~There~~If ~~are inherent limitations in~~ the ~~effectiveness~~price of ~~any~~our ~~system~~common ofstock ~~internal~~is ~~controls~~low ~~including~~or ~~the~~volatile, ~~possibility~~we ofmay ~~human~~not ~~error~~be ~~and~~able ~~overriding~~to ofacquire ~~controls.~~other ~~Consequently,~~companies anor ~~ineffective~~fund ~~internal~~a ~~control~~joint ~~system~~venture ~~can~~project ~~only~~using ~~provide~~our ~~reasonable,~~stock ~~not~~as ~~absolute, assurance with respect to reporting financial information~~consideration.

~~Our~~22 ~~internal~~Table control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention of or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.Contents

~~Under~~Risks ~~the~~Related ~~supervision~~to ~~of management~~Administrative, ~~including~~Organizational ~~our Chief Executive Officer~~ and ~~our~~Commercial ~~Chief~~Operations Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and subsequent guidance prepared by the Commission specifically for smaller public companies as of December 31, 2018. Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2018 because it identified the following material weakness and significant deficiencies:Growth

·We ~~Material~~may ~~Weakness~~be -unable ~~The~~to ~~Company~~manage ~~did~~our ~~not~~anticipated ~~maintain~~future ~~effective~~growth ~~controls~~effectively, ~~over~~which ~~certain~~could ~~aspects~~make ofit ~~the~~difficult ~~financial~~to ~~reporting~~execute ~~process because we lacked a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with~~ our ~~financial~~business ~~reporting requirements~~strategy. ~~· Significant Deficiencies - Inadequate segregation of duties.~~

AWe ~~material~~anticipate ~~weakness~~growth isin aour ~~deficiency~~business oroperations. This future growth could create a ~~combination~~strain on our organizational, administrative and operational infrastructure. We may not be able to maintain the quality of ~~deficiencies~~our inproducts ~~internal~~or ~~control~~satisfy ~~over~~customer demand as it grows. Our ability to manage our growth properly will require us to continue to improve our operational, financial and management controls, as well as our reporting ~~such~~systems ~~that~~and ~~there~~procedures. isWe may implement new enterprise software systems in a ~~reasonable~~number ~~possibility~~of ~~that~~areas affecting a ~~material~~broad ~~misstatement~~range of ~~the~~business ~~annual~~processes orand ~~interim~~functional ~~consolidated~~areas. ~~financial~~The ~~statements~~time ~~will~~and ~~not~~resources berequired ~~prevented~~to orimplement ~~detected~~these onnew systems is uncertain and failure to complete this in a timely ~~basis~~and efficient manner could harm our business.

WeIf ~~expect~~we toare beunable ~~materially dependent upon third parties~~ to ~~provide~~support usdemand ~~with accounting consulting services~~ for ~~the~~our ~~foreseeable~~products ~~future~~and ~~which~~services, weincluding ~~believe~~ensuring ~~mitigates~~that ~~the impact of the material weaknesses discussed above. Until such time as~~ we have aadequate ~~chief~~resources ~~financial~~to ~~officer~~meet ~~with~~increased ~~the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures~~demand, ~~there are no assurances that the material weaknesses and significant deficiencies in~~ our ~~disclosure~~business ~~controls and procedures will not result in errors in our financial statements which~~ could ~~lead~~be ~~to a restatement of those financial statements~~harmed.

~~Our~~As ~~management, including~~ our ~~Chief~~commercial ~~Executive~~operations ~~Officer~~ and ~~Chief~~sales ~~Financial~~volume ~~Officer~~grow, ~~does~~we ~~not~~will ~~expect~~need ~~that~~to ~~our~~continue ~~disclosure~~to ~~controls~~increase ~~and procedures or~~ our ~~internal~~workflow ~~controls~~capacity ~~will~~for ~~prevent~~manufacturing, ~~all~~customer ~~error and all fraud. A control system~~service, nobilling ~~matter~~and ~~how~~general ~~well~~process ~~conceived~~improvements and ~~operated,~~expand ~~can~~our ~~provide~~internal ~~only~~quality ~~reasonable,~~assurance ~~not absolute~~program, ~~assurance~~among ~~that~~other ~~the objectives of the control system are met~~things. ~~Further,~~We ~~the~~cannot ~~design~~assure ofyou ~~a control system must reflect the fact~~ that ~~there~~any ~~are resource constraints and the benefits~~ of ~~controls~~these ~~must~~increases ~~be considered relative to their costs. Due to the inherent limitations~~ in ~~all control systems~~scale, noexpansion ~~evaluation~~ of ~~controls~~personnel, ~~can~~purchase ~~provide absolute assurance that all control issues and instances~~ of ~~fraud,~~equipment ifor ~~any,~~process ~~within~~enhancements ~~our~~will ~~company~~be ~~have~~successfully ~~been detected~~implemented.

~~This~~The ~~annual~~loss ~~report does not include an attestation report~~ of our ~~registered~~Chief ~~public~~Executive ~~accounting~~Officer ~~firm~~or ~~regarding~~Chief ~~internal~~Financial ~~control~~Officer ~~over~~or ~~financial~~our ~~reporting.~~inability ~~Management’s report was not subject~~ to ~~attestation~~attract byand ~~the~~retain ~~company’s~~highly ~~registered~~skilled ~~public~~personnel ~~accounting~~could ~~firm~~negatively ~~pursuant~~impact toour ~~SEC~~business. ~~rules~~Our ~~that~~management ~~permit~~has usno toexperience ~~provide~~in ~~only~~the ~~management’s~~segments ~~report~~of onthe ~~internal~~healthcare ~~control~~industry ~~over financial reporting~~ in ~~this~~which ~~annual~~we ~~report~~are onintend ~~Form~~to ~~10-K~~operate.

~~Changes~~Our insuccess ~~Internal~~depends ~~Controls~~on ~~over~~the skills, experience and performance of our President and Chief Executive Officer, Joseph Ho or our Chief Financial ~~Reporting~~Officer, Kenny Chow. The individual and collective efforts of these employees will be important as we continue to develop our business and as we expand our commercial activities. The loss or incapacity of existing members of our executive management team could negatively impact our operations if we experience difficulties in hiring qualified successors. Our executive officers do not presently have employment agreements. Our executive officers have no experience in the segments of the healthcare industry in which we intend to operate. We expect to hire qualified employees with industry experience and/or partner with persons or entities with such experience.

~~There~~Our ~~have~~future ~~been~~operations nowill ~~changes~~depend, in part, on our ~~internal~~ability ~~control~~to ~~over~~attract ~~financial~~and ~~reporting~~retain ~~during~~highly ~~the~~skilled ~~quarter~~employees ~~ended~~and ~~December~~project ~~31,~~partners. ~~2018~~We ~~that~~may ~~have~~not ~~materially~~be ~~affected,~~able to attract or ~~are~~retain ~~reasonably~~qualified ~~likely~~employees and project partners in the future due to ~~materially~~the ~~affect,~~competition for qualified personnel among our ~~internal~~competitors. ~~control~~Recruiting ~~over~~and ~~financial~~retention ~~reporting~~difficulties can limit our ability to support our current operations and anticipated future growth programs. All of our employees are and will be at-will, which means that either we or the employee may terminate his or her employment at any time.

~~Item~~Risks ~~9B.~~Related ~~Other~~to ~~Information.~~Ownership of Our Common Stock

~~None~~There is currently a limited market for our common stock and there can be no assurance that any market will ever develop. You may therefore be unable to re-sell shares of our Common Stock at times and prices that you believe are appropriate.

24Our ~~Table~~common stock is not listed on a national securities exchange or any other exchange, and is presently quoted on the OTCQB tier of ~~Contents~~OTC Markets. There is no active trading market for our common stock and our common stock may never be included for trading on any stock exchange. Accordingly, our common stock is highly illiquid and you may experience difficulty in re-selling shares of our common stock at times and prices that you may desire.

~~PART~~23 ~~III~~Table of Contents

~~Item~~The ~~10.~~designation ~~Directors,~~of ~~Executive~~our ~~Officers,~~common ~~and~~stock ~~Corporate~~as ~~Governance~~a “penny stock” may limit the liquidity of our Common Stock.

~~Set~~Our ~~forth~~common ~~below~~stock may be deemed a “penny stock” (as that term is defined under Rule 3a51-1 of the Exchange Act) in any market that may develop in the future. Generally, a “penny stock” is a common stock that is not listed on a securities exchange and trades for less than $5.00 a share. Prices often are not available to buyers and sellers and the ~~names~~market may be very limited. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. The document provides information about penny stocks and ~~ages~~the nature and level of ~~our~~risks ~~current~~involved ~~directors~~in investing in the penny stock market. A broker must also provide purchasers with bid and ~~executive~~offer ~~officers~~quotations and ~~their~~information ~~principal~~regarding ~~occupations~~broker atand ~~present~~salesperson compensation and make a written determination that the penny stock is a suitable investment for atthe ~~least~~purchaser and obtain the ~~past~~purchaser’s ~~five~~written ~~years~~agreement to the purchase. Many brokers choose not to participate in penny stock transactions. Because of the penny stock rules, there may be less trading activity in penny stocks in any market that develops for our common stock in the future and stockholders may have difficulty selling their shares.

Name	Age	Positions and Offices to be Held	Date Appointed Director
Joseph Ho	61	Chief Executive Officer and Director	July 3, 2017
Kenny Chow	49	Chief Financial Officer	N/A
Shan Ho	32	Director	February 7, 2018

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

~~Our~~The ~~directors~~Financial ~~are~~Industry ~~appointed~~Regulatory ~~for~~Authority, or FINRA, has adopted rules requiring that, in recommending an investment to a ~~one~~customer, a broker-~~year~~dealer ~~term~~must tohave ~~hold~~reasonable ~~office~~grounds ~~until~~for believing that the ~~next~~investment ~~annual~~is ~~general~~suitable ~~meeting~~for ofthat ~~our~~customer. ~~shareholders~~Prior to recommending speculative or ~~until~~low-priced ~~removed~~securities ~~from~~to ~~office~~their innon-institutional ~~accordance~~customers, ~~with~~broker-dealers ~~our~~must ~~bylaws.~~make ~~Our~~reasonable ~~officers~~efforts ~~are~~to ~~appointed~~obtain byinformation ~~our~~about ~~board~~the ofcustomer’s ~~directors~~financial ~~and~~status, ~~hold~~tax ~~office~~status, ~~until~~investment ~~removed~~objectives byand ~~the~~other ~~board~~information. ~~All~~Under ~~officers~~interpretations ~~and~~of ~~directors~~these ~~listed~~rules, ~~above~~FINRA ~~will~~has ~~remain~~indicated inits ~~office~~belief ~~until~~that ~~the~~there ~~next~~is ~~annual~~a ~~meeting~~high ofprobability ~~our~~that ~~stockholders,~~speculative ~~and~~or ~~until~~low-priced ~~their~~securities ~~successors~~will ~~have~~not ~~been~~be ~~duly~~suitable ~~elected~~for ~~and~~at ~~qualified~~least some customers. ~~There~~If these FINRA requirements are noapplicable ~~agreements~~to ~~with~~us ~~respect~~or our securities, they may make it more difficult for broker-dealers to ~~the~~recommend ~~election~~that at least some of ~~Directors.~~their ~~Our~~customers ~~Board~~buy our Common Stock, which may limit the ability of ~~Directors~~our ~~appoints~~stockholders ~~officers~~to ~~annually~~buy and ~~each~~sell ~~Executive~~our ~~Officer~~Common ~~serves~~Stock atand could have an adverse effect on the ~~discretion~~market offor ~~our~~and ~~Board~~price of ~~Directors~~our Common Stock.

The ~~following~~market isprice aof ~~brief~~our ~~description~~common ofstock ~~the~~may ~~background~~be onhighly ~~our~~volatile, ~~officers~~ and ~~directors~~may be influenced by numerous factors, some of which are beyond our control.

~~Joseph~~If Hoan ~~has~~active ~~been~~market ~~the~~for ~~Chief~~our ~~Executive~~common ~~Officer~~stock ~~and a Director of the Company since July 3~~develops, ~~2017.~~its ~~Mr.~~market Hoprice ~~also~~could ~~served~~fluctuate assubstantially ~~our~~due ~~Chief~~to ~~Financial~~a ~~Officer~~variety ~~from~~of ~~July 3~~factors, ~~2017~~including ~~until~~market ~~February~~perception 7,of ~~2018.~~our ~~Mr.~~ability Hoto ~~has~~meet ~~been~~our ~~the~~growth ~~Chairman~~projections and ~~owner~~expectations, ofquarterly ~~Union~~operating ~~Glory~~results ~~Gold~~of ~~Limited,~~other acompanies ~~company~~in ~~incorporated~~the insame ~~Ontario~~industry, ~~Canada~~trading ~~involved~~volume in ~~mining~~our ~~exploration/development~~common ~~and finance~~stock, ~~since~~changes ~~January~~in ~~2012.~~general Heconditions ~~has~~in ~~operated~~ the ~~Tudor~~economy ~~Gold~~and ~~Property located in~~ the ~~Tudor~~financial ~~Township~~markets ofor ~~Ontario,~~other ~~Canada~~developments ~~since~~affecting ~~2007,~~our ~~including~~business ~~the Addington Gold Property~~ and the ~~Schefferville~~business ~~Iron~~of ~~Ore~~others ~~Project, which are located~~ in ~~Quebec,~~our ~~Canada~~industry. ~~Both~~In addition, the ~~Tudor~~stock ~~and~~market ~~Addington~~itself ~~Gold~~is ~~Properties~~subject ~~have~~to ~~been~~extreme ~~extensively~~price ~~drilled~~ and ~~ore~~volume ~~samples assayed~~fluctuations. ~~Mr.~~This Hovolatility ~~graduated~~has ~~from~~had ~~Jinan University (Guangzhou) in 1981 with~~ a ~~Bachelor~~significant ~~Degree~~effect inon ~~Economics. Mr. Ho is~~ the ~~father~~market price of ~~Shan~~securities ~~Ho,~~issued ~~the~~by amany ~~director~~companies offor ~~the~~reasons ~~Company’s,~~related and ~~the~~unrelated ~~spouse~~to oftheir ofoperating ~~Mary~~performance ~~Ho,~~and acould ~~beneficial~~have ~~owner~~the ofsame ~~more~~effect ~~than~~on ~~10%~~our ~~of the Company’s outstanding~~ common stock,. ~~and~~The ismarket ~~the~~price ~~father~~ of ~~Moana~~shares ~~Ho, the Company’s former director, and~~ of ~~Lily~~our ~~Ho, who owns over 5% of the Company’s outstanding~~ common stock. Wecould ~~believe~~be ~~that~~subject ~~Mr.~~to Howide isfluctuations ~~qualified~~in response to ~~serve~~many onrisk ~~our~~factors ~~Board~~listed ofin ~~Directors~~this ~~based~~section, ~~upon~~and ~~his~~others ~~business~~beyond ~~and~~our ~~management~~control, ~~experience.~~including:

~~Shan~~● Horegulatory ~~has~~actions ~~served~~with asrespect ato ~~director~~our ofproducts ~~the~~and ~~Company~~services ~~since~~or ~~February~~our 7,competitors’ ~~2018.~~products ~~From~~and ~~2013~~services; to● ~~2017~~actual ~~Mr.~~or Hoanticipated ~~served~~fluctuations asin aour ~~director~~financial condition and ~~chief~~operating ~~executive~~results; ~~officer~~● atpublication ~~2377547~~of ~~Ontario~~research ~~Inc.,~~reports ~~operating~~by assecurities ~~Roll~~analysts ~~Play~~about ~~Café,~~us aor ~~company~~our ~~based~~competitors inor ~~Canada.~~our ~~Mr.~~industry; Ho● isour afailure ~~beneficial~~or ~~owner~~the failure of ~~more~~our ~~than~~competitors ~~10%~~to ofmeet ~~the Company~~analysts’s ~~outstanding~~projections ~~common~~or ~~stock.~~guidance ~~Mr.~~that Howe isor our competitors may give to the ~~son~~market; ● additions and departures of ~~Joseph~~key ~~Ho,~~personnel; ~~the~~● ~~Company’s~~strategic ~~Chief~~decisions ~~Executive~~by ~~Officer~~us ~~and~~or ~~director~~our competitors, ~~and~~such ofas ~~Mary~~acquisitions, Hodivestitures, aspin-offs, ~~beneficial~~joint ~~owner~~ventures, ofstrategic ~~more~~investments ~~than~~or ~~10%~~changes ofin business strategy; ● the ~~Company’s~~passage ~~outstanding~~of ~~common~~legislation ~~stock,~~or ~~and~~other isregulatory developments affecting us or our industry; ● fluctuations in the ~~brother~~valuation of ~~Moana~~companies ~~Ho,~~perceived ~~the~~by ~~Company’s~~investors ~~former~~to ~~director,~~be ~~and~~comparable to us; ● sales of ~~Lily~~our HoCommon Stock by us, ~~who~~our ~~owns~~insiders ~~over~~or 5%our ofother stockholders; ● speculation in the ~~Company’s~~press ~~outstanding~~or ~~common~~investment ~~stock.~~community; We● ~~believe~~announcement ~~that~~or ~~Mr.~~expectation Hoof isadditional ~~qualified~~financing toefforts; ~~serve~~● onchanges ~~our~~in ~~Board~~accounting principles; ● terrorist acts, acts of ~~Directors~~war ~~based~~or ~~upon~~periods ~~his~~of ~~business~~widespread civil unrest; ● natural disasters and ~~management~~other ~~experience~~calamities; and ● changes in general market and economic conditions.

~~Kenny~~24 ~~Chow~~Table ~~has served as our Chief Financial Officer since January 2019. Mr. Chow has over 25 years~~ of experience in finance and accounting. Mr. Chow has been a financial consultant to a group of companies involved in mining exploration and investments, since February 2016. Prior thereto, from January 2014 to January 2016, Mr. Chow worked as a financial consultant for companies in various industries, including beverages and mineral exploration. Contents

~~Except~~Our asprincipal ~~set~~stockholders ~~forth~~and ~~above,~~management ~~there~~own ~~are~~a nosignificant ~~family~~percentage ~~relationships~~of ~~between~~our ~~any~~stock ofand ~~the~~will ~~executive~~be ~~officers~~able ~~and~~to ~~directors~~exercise significant influence over matters subject to stockholder approval.

25As ~~Table~~of March 10, 2020, our executive officers, directors and principal (5% or greater) stockholders, together with their respective affiliates, owned approximately 89% of ~~Contents~~our common stock. Accordingly, these stockholders will be able to exert a significant degree of influence over our management and affairs and over matters requiring stockholder approval, including the election of our board of directors and approval of significant corporate transactions. This concentration of ownership could have the effect of entrenching our management and/or the board of directors, delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could have a material and adverse effect on the fair market value of our common stock.

~~Corporate~~Because ~~Governance~~we became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not be able to attract the attention of research analysts at major brokerage firms.

~~Our~~Because ~~board~~we ofdid ~~directors~~not ~~has~~become ~~not~~a ~~established~~reporting ~~any~~company ~~committees,~~by ~~including~~conducting an ~~audit~~underwritten ~~committee~~initial public offering of our common stock, aand ~~compensation~~because ~~committee~~our orcommon stock is not listed on a ~~nominating~~national ~~committee~~securities exchange, orsecurity ~~any~~analysts ~~committee~~of ~~performing~~brokerage afirms ~~similar~~may ~~function.~~not ~~The~~provide ~~functions~~coverage of ~~those~~our ~~committees~~company. ~~are~~In ~~being~~addition, ~~undertaken~~investment bybanks may be less likely to agree to underwrite secondary offerings on our ~~board.~~behalf ~~Because~~than they might if we dobecame ~~not~~a ~~have~~public ~~any~~reporting ~~independent~~company ~~directors~~by means of an underwritten initial public offering, because they may be less familiar with our ~~board~~company ~~believes~~as ~~that~~a result of more limited coverage by analysts and the ~~establishment~~media. ofThe ~~committees~~failure ofto receive research coverage or support in the market for our ~~board~~shares ~~would~~will ~~not~~have ~~provide~~an ~~any~~adverse ~~benefits~~effect toon our ~~company~~ability ~~and~~to ~~could~~develop bea ~~considered~~liquid ~~more~~market ~~form~~for ~~than~~our ~~substance~~common stock.

WeIf dowe ~~not~~fail ~~have~~to aimplement ~~policy~~and ~~regarding~~maintain ~~the~~proper ~~consideration~~and ofeffective ~~any~~internal ~~director candidates that may be recommended by our stockholders~~controls, ~~including the minimum qualifications for director candidates, nor has~~ our ~~officers~~ability ~~and~~to ~~directors~~produce ~~established~~accurate ~~a process for identifying~~ and ~~evaluating~~timely ~~director~~financial ~~nominees.~~statements Wecould ~~have~~be ~~not~~impaired, ~~adopted~~which acould ~~policy~~harm ~~regarding~~our ~~the~~operating ~~handling~~results, ~~of any potential recommendation of director candidates by~~ our ~~stockholders,~~ability ~~including the procedures~~ to beoperate ~~followed.~~our ~~Our~~business ~~officers~~ and ~~directors~~investors’ ~~have~~views ~~not considered or adopted any~~ of ~~these policies as we have never received a recommendation from any stockholder for any candidate to serve on our board of directors~~us.

~~Given~~We ~~our~~are ~~relative~~required ~~size~~to ~~and~~comply ~~lack~~with Section 404 of ~~directors’~~the ~~and~~Sarbanes-Oxley ~~officers’~~Act ~~insurance~~of ~~coverage~~2002, weas doamended ~~not~~(the ~~anticipate~~“Sarbanes-Oxley ~~that~~Act”), ~~any~~subject to certain exceptions. Section 404 of ~~our~~the ~~stockholders~~Sarbanes-Oxley ~~will~~Act ~~make~~requires ~~such~~public acompanies ~~recommendation~~to inconduct ~~the~~an ~~near~~annual ~~future.~~review ~~While~~and ~~there~~evaluation ~~have~~of ~~been~~their nointernal ~~nominations~~controls and to obtain attestations of ~~additional~~the ~~directors~~effectiveness ~~proposed~~of internal controls by independent auditors. However, as discussed in ~~the~~detail ~~event~~below, ~~such~~as an emerging growth company and a ~~proposal~~smaller isreporting ~~made~~company, ~~all~~we ~~current~~are ~~members~~not required to obtain an auditor attestation. As a private company, Sincerity Australia Pty Ltd. was not subject to requirements to establish, and did not establish, internal control over financial reporting and disclosure controls and procedures consistent with those of ~~our~~a public company. Our management team and board of directors will ~~participate~~need to devote significant efforts to implementing and maintaining adequate and effective disclosure controls and procedures and internal control over financial reporting in ~~the~~order ~~consideration~~to comply with applicable regulations, which may include hiring additional legal, financial reporting and other finance and accounting staff. Any of ~~director~~our ~~nominees~~efforts to improve our internal controls and design, implement and maintain an adequate system of disclosure controls may not be successful and will require that we expend significant cash and other resources.

AsEnsuring ~~with~~that ~~most~~we ~~small,~~have ~~early~~adequate ~~stage~~internal ~~companies~~financial ~~until~~and ~~such~~accounting ~~time~~controls asand weprocedures ~~further~~in ~~develop~~place ~~our~~so ~~business,~~that ~~achieve~~we acan ~~stronger~~produce ~~revenue~~accurate ~~base~~financial ~~and~~statements ~~have~~on ~~sufficient~~a ~~working~~timely ~~capital~~basis tois ~~purchase~~a ~~directors’~~costly and ~~officers’~~time-consuming ~~insurance,~~effort wethat dowill ~~not~~need ~~have~~to ~~any~~be ~~immediate~~evaluated ~~prospects~~frequently. Our failure to ~~attract~~maintain ~~independent~~the ~~directors.~~effectiveness ~~When~~of weour ~~are~~internal ~~able~~controls toin ~~expand~~accordance ~~our~~with ~~board~~the torequirements ~~include~~of ~~one~~the orSarbanes-Oxley ~~more~~Act ~~independent~~could ~~directors,~~have wea ~~intend~~material toadverse ~~establish~~effect anon ~~audit~~the ~~committee~~tradability of our ~~board~~common ofstock, ~~directors.~~which Itin isturn ~~our~~would ~~intention~~negatively ~~that~~impact ~~one~~our orbusiness. ~~more~~We ofcould ~~these~~lose ~~independent~~investor ~~directors~~confidence ~~will~~in ~~also~~the ~~qualify~~accuracy asand ancompleteness ~~audit~~of ~~committee~~our financial ~~expert.~~reports, ~~Our~~which ~~securities~~could ~~are~~have ~~not quoted on~~ an ~~exchange~~adverse ~~that~~effect ~~has~~on ~~requirements~~the ~~that~~price ~~a majority~~ of our ~~board~~common ~~members~~stock. beIn ~~independent~~addition, ~~and~~if weour ~~are~~efforts ~~not currently otherwise subject~~ to ~~any~~comply ~~law,~~with ~~rule~~new or ~~regulation~~changed ~~requiring~~laws, ~~that~~regulations, ~~all~~and orstandards ~~any~~differ ~~portion~~from ofthe ~~our~~activities ~~board~~intended ofby ~~directors~~regulatory ~~include~~or ~~“independent”~~governing ~~directors,~~bodies ~~nor~~due ~~are~~to weambiguities ~~required~~related to ~~establish~~practice, orregulatory ~~maintain~~authorities anmay ~~audit~~initiate ~~committee~~legal orproceedings ~~other~~against ~~committee~~us ofand our ~~board~~business may be harmed.

~~Code~~We currently have a small team with primary responsibility for performing most of ~~Ethics~~our accounting and financial reporting duties. As a result, certain aspects of internal accounting control which require adequate segregation of duties are missing. We believe we do not currently have sufficient accounting and supervisory personnel with the appropriate level of technical accounting experience and training necessary or adequate accounting policies, processes and procedures, particularly in the areas of revenue recognition, equity related transactions and other complex, judgmental areas for U.S. generally accepted accounting principles, or GAAP, financial reporting and SEC reporting purposes and consequently, we must rely on third party consultants. These deficiencies represent a material weakness (as defined under the Exchange Act) in our internal control over financial reporting in both design and operation. We may identify additional material weaknesses in the future. Under the Exchange Act, a material weakness is defined as 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 a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls. We are currently developing a plan to design, review, implement and refine internal control over financial reporting. However, we may identify deficiencies and weaknesses or fail to remediate previously identified deficiencies in our internal controls. If material weaknesses or deficiencies in our internal controls exist and go undetected or unremediated, our financial statements could contain material misstatements that, when discovered in the future, could cause us to fail to meet our future reporting obligations and cause the price of our common stock to decline.

We25 ~~expect~~Table ~~that we will adopt a code~~ of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Once adopted, we will make the code of business conduct and ethics available on our website at www.ughl-us.com. We intend to post any amendments to the code, or any waivers of its requirements, on our website.Contents

~~Role~~We are not subject to compliance with rules requiring the adoption of ~~Board~~certain incorporate ~~Risk~~governance ~~Oversight~~measures ~~Process~~and as a result, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

~~Management~~The isSarbanes-Oxley ~~responsible~~Act, ~~for~~as well as resulting rule changes enacted by the ~~day-to-day~~SEC, ~~management~~the ofNew ~~risk~~York Stock Exchange and ~~for~~the ~~identifying~~NASDAQ ~~our~~Stock ~~risk~~Market, ~~exposures~~require ~~and~~the ~~communicating~~implementation ~~such~~of ~~exposures~~various measures relating to ~~our~~corporate ~~board~~governance. ~~Our~~These ~~board~~measures isare ~~responsible~~designed ~~for~~to ~~designing,~~enhance ~~implementing~~the integrity of corporate management and ~~overseeing~~the ~~our~~securities ~~risk~~markets ~~management~~and ~~processes.~~apply ~~The~~to ~~board~~securities ~~does~~which ~~not~~are ~~have~~listed aon ~~standing~~those ~~risk~~exchanges. ~~management~~Because ~~committee,~~we ~~but~~are ~~administers~~not ~~this~~listed ~~function~~on ~~directly~~the ~~through~~NASDAQ Stock Market or the ~~board~~New asYork aStock ~~whole.~~Exchange, ~~The~~we ~~whole~~are ~~board~~not ~~considers~~presently ~~strategic~~required ~~risks~~to ~~and~~comply ~~opportunities~~with ~~and~~many ~~receives~~of ~~reports~~the ~~from~~corporate ~~its~~governance ~~officers~~provisions ~~regarding~~and ~~risk~~we ~~oversight~~have innot ~~their~~yet ~~areas~~adopted most of ~~responsibility~~these ~~as necessary~~measures. WeUntil ~~believe~~we ~~our~~comply ~~board’s~~with ~~leadership~~such ~~structure~~corporate ~~facilitates~~governance ~~the~~measures, ~~division~~regardless of ~~risk~~whether ~~management~~such ~~oversight~~compliance ~~responsibilities~~is ~~and~~required, ~~enhances~~ the ~~board’s~~absence ~~efficiency~~of insuch ~~fulfilling~~standards ~~its~~of ~~oversight~~corporate ~~function~~governance ~~with~~may ~~respect~~leave toour ~~different~~stockholders ~~areas~~without ofprotections ~~our~~against ~~business~~interested ~~risks~~director ~~and~~transactions, ~~our~~conflicts ~~risk~~of ~~mitigation~~interest ~~practices~~and similar matters.

~~Communications~~We ~~with~~are a smaller reporting company, and we cannot be certain if the ~~Board~~reduced ofdisclosure ~~Directors~~requirements applicable to smaller reporting companies will make our common stock less attractive to investors.

~~Stockholders~~We ~~with~~are ~~questions~~currently ~~about~~a ~~the~~“smaller ~~Company~~reporting company,” meaning that we are ~~encouraged~~not toan ~~contact~~investment ~~the~~company, ~~Company~~an byasset-backed ~~sending~~issuer, ~~communications~~or toa ~~the~~majority-owned ~~attention~~subsidiary of ~~the~~a ~~Chief~~parent ~~Executive~~company ~~Officer~~that atis ~~Rm.~~not ~~1205,~~a ~~12/F,~~smaller ~~Harcourt~~reporting ~~House,~~company 39and ~~Gloucester~~have ~~Road,~~a ~~Wanchai,~~public ~~Hong~~float ~~Kong~~of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. If“Smaller ~~stockholders~~reporting ~~feel~~companies” ~~that~~are able to provide simplified executive compensation disclosures in their ~~questions~~filings; ~~have~~are ~~not~~exempt ~~been~~from ~~sufficiently~~the ~~addressed~~provisions ~~through~~of ~~communications~~Section ~~with~~404(b) of the ~~Chief~~Sarbanes-Oxley ~~Executive~~Act ~~Officer,~~requiring ~~they~~that ~~may~~independent ~~communicate~~registered ~~with~~public accounting firms provide an attestation report on the ~~Board~~effectiveness of ~~Directors~~internal bycontrol ~~sending~~over financial reporting; and have certain other decreased disclosure obligations in their ~~communications~~SEC filings, including, among other things, only being required to ~~the~~provide ~~Board~~two years of ~~Directors,~~audited ~~c/o~~financial ~~the~~statements ~~Chief~~in ~~Executive~~annual ~~Officer~~reports atand in a registration statement under the ~~same~~Exchange ~~address~~Act on Form 10. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

26If ~~Table~~we are deemed to have been a former shell company, Rule 144 of ~~Contents~~the General Rules and Regulations under the Securities Act of 1933, as amended, will be available to our shareholders only during such times that we remain current with our SEC reporting requirements and satisfy other Rule 144 requirements applicable to former shell companies.

~~Director~~We ~~Compensation~~do not believe that we are or have ever been a “shell company” as such term is defined in Rule 405 and Rule 12b-2 of the Securities Exchange Act of 1934. Rule 144 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”) provides conditions under which restricted and control securities of issuers can be sold without registration under the Securities Act. Rule 144(i) limits the availability of Rule 144 to shareholders of former shell companies to circumstances where former shell companies have ceased to be shell companies, have filed Form 10 type information, one year has elapsed since the filing of such Form 10 type information and the former shell company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 month period or such shorter period that the former shell company was subject to such reporting requirements. Should it be determined that we were a shell company, absent registration or other exemption therefrom, holders of our restricted and control shares will not be able to sell their shares in the public market.

~~Historically,~~Investors ~~our~~may ~~non-employee~~experience ~~directors~~dilution ~~have~~of ~~not received compensation for~~ their ~~service~~ownership ~~outside~~interests ~~the~~because ~~compensation~~of ~~set forth in~~ the ~~Summary~~future ~~Compensation~~issuance ~~Table~~of ~~below,~~additional ~~but~~shares weof ~~may compensate~~ our ~~directors~~common ~~for~~or ~~their~~preferred ~~service~~stock inor ~~the~~other ~~future.~~securities Wethat ~~reimburse~~are ~~our~~convertible ~~non-employee~~into ~~directors~~or exercisable for ~~reasonable travel expenses incurred in attending board and committee meetings. We also intend to allow~~ our ~~non-employee~~common ~~directors~~or topreferred ~~participate in any equity compensation plans that we adopt in the future~~stock.

~~Procedures~~In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our existing stockholders. We are authorized to issue an aggregate of one billion shares of common stock and 20 million shares of “blank check” preferred stock. We may issue additional shares of common stock or other securities that are convertible into or exercisable for ~~Nominating~~common ~~Directors~~stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock may create downward pressure on the trading price of the common stock. We may need to raise additional capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with these capital raising efforts.

~~There~~26 ~~have~~Table ~~been~~of ~~no material changes to the procedures by which security holders may recommend nominees to the Board during the quarter ended December 31, 2018.~~Contents

~~The~~Issuance ~~full board~~ of ~~directors~~stock ~~discusses~~to ~~with~~fund ~~management~~ our ~~major~~operations ~~risk~~may ~~exposures,~~dilute ~~their~~your ~~potential~~investment ~~impact on us,~~ and ~~the~~reduce ~~steps~~your weequity ~~take to manage them~~interest. ~~This enables the board of directors to coordinate the risk oversight role, particularly with respect to risk interrelationships.~~

~~Limitation~~We onwill ~~Liability~~need to raise capital in the future to fund the development of our products and ~~Indemnification~~services ~~Matters~~or for other purposes. Any equity financing may have a significant dilutive effect to stockholders and a material decrease in our stockholders’ equity interest in us. Equity financing, if obtained, could result in substantial dilution to our existing stockholders. At its sole discretion, our board of directors may issue additional securities without seeking stockholder approval, and we do not know when we will need additional capital or, if we do, whether it will be available to us.

~~Our~~Because ~~Articles~~we ofdo ~~Incorporation~~not ~~contains~~anticipate ~~provisions~~paying ~~that~~any ~~limit~~cash ~~the~~dividends ~~liability~~on of our ~~directors~~capital ~~for~~stock ~~monetary~~in ~~damages to~~ the ~~fullest~~foreseeable ~~extent~~future, ~~permitted~~capital byappreciation, ~~Nevada~~if ~~law. Consequently~~any, ~~our directors and officers~~ will ~~not~~ be ~~personally~~your ~~liable~~sole tosource ~~us or our stockholders for monetary damages for any breach~~ of ~~fiduciary duties as directors or officers, except liability for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law~~gain.

~~Our~~You ~~Articles~~should ofnot ~~Incorporation~~rely ~~and~~on ~~ByLaws~~an ~~provide~~investment ~~that~~in weour ~~are~~Common ~~required~~Stock to ~~indemnify~~provide ~~our~~dividend ~~directors~~income. ~~and~~We ~~officers,~~do innot ~~each~~anticipate ~~case~~that we will pay any cash dividends to ~~the~~holders ~~fullest~~of ~~extent~~our ~~permitted~~Common byStock ~~Nevada~~in ~~law~~the foreseeable future. ~~Our~~Instead, ~~bylaws~~we ~~also~~plan ~~provide~~to ~~that~~retain weany ~~may~~earnings ~~advance~~to ~~expenses~~maintain ~~incurred~~and byexpand aour ~~director~~operations. orIn ~~officer~~addition, inany ~~advance~~future ofdebt ~~the~~financing ~~final~~arrangement ~~disposition~~may ofcontain ~~any~~terms ~~action~~prohibiting or ~~proceeding,~~limiting ~~and~~the ~~permit~~amount usof todividends ~~secure~~that ~~insurance~~may be declared or paid on ~~behalf~~our ofCommon ~~any~~Stock. ~~officer~~Accordingly, ~~director,~~investors ~~employee~~must orrely ~~other~~on ~~agent~~sales ~~for~~of ~~any~~their ~~liability~~Common ~~arising~~Stock ~~out~~after ofprice ~~his~~appreciation, ~~her~~which ormay ~~its~~never ~~actions~~occur, inas ~~that~~the ~~capacity~~only ~~regardless~~way ofto ~~whether~~realize weany ~~would~~return ~~otherwise~~on betheir ~~permitted~~investment. toAs ~~indemnify~~a ~~him~~result, ~~her~~investors orseeking itcash ~~under~~dividends ~~Nevada~~should ~~law~~not purchase our Common Stock.

WeITEM ~~believe that these provisions in our Articles of Incorporation and ByLaws are necessary to attract and retain qualified persons as directors and officers~~1B. ~~This~~Unresolved ~~description~~Staff of the limitation of liability and indemnification provisions of our Articles of Incorporation and ByLaws is qualified in its entirety by reference to these documents, each of which is included as an exhibit to this ReportComments.

~~Involvement in Certain Legal Proceedings~~None.

~~None~~Item of2. ~~our directors or executive officers has been involved in any of the following events during the past 10 years:~~Properties

·Our ~~any bankruptcy petition filed by or against any business of which such person was a general partner or~~ executive ~~officer~~offices ~~either~~are located at ~~the~~Suite time of the bankruptcy or within two years prior to that time; · any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); · being subject to any order4801, ~~judgment~~48/F, orCentral ~~decree~~Plaza, ~~not~~18 ~~subsequently~~Harbour ~~reversed~~Road, ~~suspended~~Wan ~~or vacated~~Chai, ofHong ~~any~~Kong ~~court of competent jurisdiction~~S.A.R., ~~permanently~~where orwe ~~temporarily~~share ~~enjoining,~~approximately ~~barring~~2,200 ~~suspending~~square orfeet ~~otherwise limiting his or her involvement in any type~~ of ~~business,~~office ~~securities~~space orwith ~~banking activities; or · being found by~~ a ~~court~~related party of ~~competent~~our ~~jurisdiction~~controlling ~~(in~~shareholder. aWe ~~civil~~intend ~~action), the Commission or the Commodity Futures Trading Commission~~ to ~~have~~seek ~~violated~~additional aspace ~~federal~~in orconnection ~~state~~with ~~securities~~our oranticipated ~~commodities~~future ~~law, and the judgment has not been reversed, suspended, or vacated~~growth.

27The ~~Table~~following table summarizes the location of ~~Contents~~real property we own or lease.

Section 16(a) Beneficial Ownership Reporting Compliance

Item	Address	Leased/Owned

1	Suite 4801, 48/F, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong S.A.R.	Leased

~~Section~~Item 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3~~, 4 and 5 respectively~~. ~~Executive~~Legal officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, and to the best of our knowledge, all executive officers, directors and persons holding greater than 10% of our issued and outstanding stock have filed the required reports in a timely manner during the fiscal year ended December 31, 2018.Proceedings

~~Item~~From 11time to time we may become involved in various legal proceedings that arise in the ordinary course of business, including actions related to our intellectual property. ~~Executive~~Although ~~Compensation~~the outcomes of these legal proceedings cannot be predicted with certainty, we are currently not aware of any such legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverse effect on our business, financial condition, or results of operations.

~~The~~Item following table sets forth information concerning the total compensation paid or accrued by us during the two fiscal years ended December 31, 2018 to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended December 31, 2018 and (ii) all individuals that served as executive officers of ours at any time during the fiscal year ended December 31, 2018 that received annual compensation during the fiscal year ended December 31, 2018 in excess of $100,0004. ~~None~~Mine ofSafety ~~our executive officers received annual compensation during the fiscal year ended December 31, 2018 in excess of $100,000.~~Disclosures

Summary Compensation TableName & Principal Position	Fiscal Year ended December 31,	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total($)
Joseph Ho (1), CEO	2018	0	0	0	0	0	0	0	0
	2017	0	0	0	0	0	0	0	0

Not applicable.

~~____________~~27 Table of Contents

~~(1)~~PART ~~Joseph~~II ~~Ho has served as our Chief Executive Officer from July 3, 2017 through the present.~~

~~[We~~Item do5. ~~not~~Market ~~currently~~for ~~pay~~Registrant’s ~~any~~Common ~~compensation~~Equity, toRelated ~~our~~Stockholder ~~executive~~Matters ~~officers.]~~and Issuer Purchases of Equity Securities

~~Employment~~Market ~~Agreements with Executive Officers~~Information

AtOur ~~this~~common ~~time,~~stock weis doquoted ~~not~~on ~~have~~the ~~any~~OTCQB ~~written~~tier ~~employment~~of ~~agreement~~the orOTC ~~other~~Markets ~~formal~~Group, ~~compensation~~Inc. ~~agreements~~and ~~with~~is ~~our~~traded ~~new~~under ~~officers~~the ~~and~~symbol ~~director~~“UGHL”. ~~Compensation~~Our ~~arrangements~~stock ~~are~~is ~~the~~thinly ~~subject~~traded ofon ~~ongoing~~the ~~development~~OTCQB and wethere ~~will~~can ~~make~~be ~~appropriate~~no ~~additional~~assurance ~~disclosures~~that asa ~~they~~liquid ~~are~~market ~~further~~for ~~developed~~our ~~and~~common ~~formalized~~stock will ever develop.

~~Outstanding~~Security ~~Equity Awards At December 31, 2018~~Holders

AtAs ~~this~~of ~~time~~February 28, 2019, we dohad ~~not~~approximately ~~have~~188 ~~any~~individual ~~outstanding~~shareholders ~~equity~~of ~~awards~~record ~~and~~of doour ~~not~~Common ~~have any equity incentive, option or similar plans~~Stock.

28Dividend ~~Table of Contents~~Policy

~~Item~~We 12have never paid a cash dividend on our common stock. ~~Security~~We ~~Ownership~~currently ofintend ~~Certain~~to ~~Beneficial~~retain ~~Owners~~all ~~and~~earnings, ~~Management~~if any, to finance the growth and ~~Related~~development ~~Stockholder~~of ~~Matters~~our ~~[to~~business. beWe ~~updated]~~do not anticipate paying any cash dividends in the foreseeable future.

~~The~~Equity ~~following~~Compensation ~~table sets forth information known to us, as of March 8, 2019, relating to the beneficial ownership of shares of common stock by:~~Plans

· each person who is known by us to be the beneficial owner of more than 5% of the Company’s outstanding common stock; · each director; · each executive officer; and · all executive officers and directors as a groupNone.

~~Under~~Recent ~~securities~~Sales ~~laws, a person is considered to be the beneficial owner~~ of ~~securities~~Unregistered owned by him (or certain persons whose ownership is attributed to him) or securities that can be acquired by him within 60 days, including upon the exercise of options, warrants or convertible securities. The Company determines a beneficial owner’s percentage ownership by assuming that options, warrants and convertible securities that are held by the beneficial owner, but not those held by any other person, and which are exercisable within 60 days, have been exercised or converted.Securities

~~The~~In ~~Company~~connection ~~believes~~with ~~that~~the ~~all~~Stock ~~persons~~Purchase ~~named~~we inissued ~~the~~an ~~table~~aggregate ~~have~~of ~~sole~~187,546,887 ~~voting~~shares ~~and~~of ~~investment~~our ~~power~~common ~~with~~stock ~~respect~~ to ~~all~~the ~~shares~~shareholders of ~~Common~~Conperin ~~Stock~~Group ~~and~~Inc. ~~preferred~~We ~~stock~~received ~~shown~~in asexchange ~~being~~from ~~owned~~the byshareholders ~~them~~Conperin Group Inc.2,500,000 ~~Unless~~ordinary ~~otherwise~~shares ~~indicated~~of Conperin Group Inc., representing 100% of the ~~address~~issued and outstanding shares of ~~each~~Conperin ~~beneficial~~Group ~~owner~~Inc., which exchange resulted in ~~the~~Conperin ~~table~~Group ~~set~~Inc. ~~forth~~becoming ~~below~~our iswholly-owned ~~care~~subsidiary. We relied on the status of ~~Union~~the ~~Bridge~~Conperin ~~Holdings~~Group ~~Limited,~~Inc. ~~Room~~shareholders ~~1205,~~as ~~12/F~~non-US persons, ~~Harcourt~~in ~~House,~~claiming 39an ~~Gloucester~~exemption ~~Road,~~from ~~Wanchai,~~registration ~~Hong~~of ~~Kong~~the shares under Regulation S promulgated under the Securities Act.

~~Common~~Item ~~Stock~~6. - Selected Financial Data

Name and Address of Beneficial Owner Officers and Directors	Amount and Nature of Beneficial Ownership			Percent of Class(1)
Joseph Ho, Chief Executive Officer and Director		19,600,027	(2)		36.57	%
Kenny Chow, Chief Financial Officer		0			0	%
Shan Ho		5,456,957			10.18	%
Total Held by Officers and Directors as a Group (3 persons):		25,056,984			46.75	%
Five Percent Shareholders
Lily Ho(3)		4,820,224			8.99	%
Mary Ho(3)		19,600,027			36.57	%
Rudolf Novotny(4)		3,196,000			5.96	%

Not applicable.

~~__________~~28 Table of Contents

(1)	Based on 53,600,000 shares of common stock outstanding on April 2, 2018. Includes, where applicable, shares of common stock issuable upon the exercise of warrants and conversion of debt held by such person that may be exercised within 60 days after April 2, 2018. Unless otherwise indicated, we believe that all persons named in the table above have sole voting power and/or investment power with respect to all shares of common stock beneficially, warrants and convertible debt owned by them.
(2)	Consists of shares owned by Mary Ho, Joseph Ho’s wife.
(3)	Address is: 3400 Bayview Avenue, Toronto, Ontario, M2M 3S3, Canada
(4)	Address is: Suite 1105, 11th Floor, Emperor Group Centre, 288, Hennessy Road, Wanchai, HK.
(5)

Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

~~Policy Regarding Transactions with Related Persons~~Overview

We dowere ~~not~~incorporated ~~have~~under athe ~~formal,~~laws ~~written~~of ~~policy~~the ~~for~~State of Nevada on May 6, 2014 under the ~~review~~name Costo, ~~approval~~Inc. orto ~~ratification~~engage in the business of ~~transactions~~distributing ~~between~~automobile usparts and ~~any~~components ~~director~~necessary orfor ~~executive~~the ~~officer,~~maintenance ~~nominee~~and ~~for~~repair ~~director~~of automobiles and specialty equipment, 5%including ~~stockholder~~construction orand ~~member~~road ofmachinery, ~~the~~principally ~~immediate~~in ~~family~~China, Europe and certain Commonwealth of ~~any~~Independent ~~such~~States ~~person~~countries. ~~that~~We ~~are~~changed ~~required~~our name to beUnion ~~disclosed~~Bridge ~~under~~Holdings ~~Item~~Limited ~~404(a)~~on ofMay ~~Regulation~~23, ~~S-K.~~2016 ~~However,~~in connection with our ~~policy~~expanded isbusiness ~~that~~plan ~~any~~under ~~activities,~~which ~~investments~~we ordetermined ~~associations~~to ofexpand aoperations ~~director~~into orincluding ~~officer~~but ~~that~~not ~~create,~~limited orto ~~would~~high ~~appear~~technology, tohealth ~~create~~care, ahealthy ~~conflict~~and ~~between~~high ~~the~~quality ~~personal~~life ~~interests~~style ofindustry. ~~such~~We ~~person~~never ~~and~~achieved any revenues from our ~~interests~~automobile ~~must~~and bespecialty ~~assessed~~equipment bybusiness ~~our~~and ~~Chief~~during ~~Executive~~the ~~Officer~~fourth ~~and~~quarter ~~must~~of be2017 atwe ~~arms’~~determined ~~length~~to discontinue that area of business.

29Recent ~~Table of Contents~~Development

~~Item~~On ~~13.~~February ~~Certain~~2, ~~Relationships~~2018, the Company’s subsidiary Union Beam Investment Limited (“UB”) established Qianhai Lianqiao Investment Consulting (Shenzhen) Company Limited, renamed as Union Beam Trading (Shenzhen) Limited (“UB Trading”), a wholly foreign owned entity in the People’s Republic of China (“PRC”), to engage in the sale of healthcare products and ~~Related~~services. ~~Transactions~~On November 6, ~~Director~~2019, ~~Independence~~the Company disposed UB Trading to an unrelated party at no consideration.

~~SEC~~On ~~rules~~May ~~require~~25, us2018, toour ~~disclose~~subsidiary, ~~any~~Union ~~transaction~~Care orInvestment ~~currently~~Limited ~~proposed transaction~~ in ~~which~~Hong weKong ~~were~~(“UC”) aestablished ~~participant~~Sino ~~and~~Silver in(Qianhai) ~~which~~Holdings ~~any~~Ltd. ~~related~~(“Sino ~~person~~Silver ~~has~~Qianhai”), ora ~~will~~wholly ~~have~~owned aentity ~~direct~~in orthe ~~indirect~~PRC, ~~material~~to ~~interest~~engage ~~involving~~in the ~~lesser~~provision of ~~$120~~elderly home care services,~~000~~ orto 1%establish ofsenior ~~the~~care ~~average~~centers ofand ~~our~~to ~~total~~provide ~~assets~~community asservices. As of ~~the~~September ~~end~~30, of2019, ~~last~~UC ~~two~~is ~~completed~~ready ~~fiscal~~to ~~years.~~be Aengaged ~~related~~in ~~person~~the isbusiness ~~any~~activities ~~executive~~of ~~officer~~the Company. On November 6, ~~director~~2019, ~~nominee~~the ~~for~~Company ~~director,~~disposed orSino ~~holder~~Silver ofQianhai 5%to oran ~~more~~unrelated ofparty ~~our~~at ~~Common~~no ~~Stock~~consideration. A loss of approximately $1,800 orincurred anin ~~immediate~~connection ~~family~~with ~~member~~the disposal of ~~any~~UB ofTrading ~~those~~and ~~persons~~Sino Silver Qianhai.

~~For~~On ~~the year ended~~ December 3127, 2018, ~~Joseph~~the HoCompany’s subsidiary UC established Sino Silver (Zhuhai Hengqin) Elderly Service Limited (“~~Mr.~~Sino HoSilver Zhuhai”), ~~the~~a ~~Company’s~~wholly ~~director~~owned ~~and~~entity ~~Union~~in ~~Glory~~the ~~Gold~~PRC ~~Holdings~~engaging ~~Limited,~~the aelderly ~~Company~~home ~~controlled~~care byservices, ~~Mr.~~senior Hocare ~~advanced~~centers aand ~~total~~community services. As of ~~$266~~September 30,~~244~~ ~~and~~2019, ~~paid~~Sino ~~expenses~~Silver onZhuhai ~~behalf~~is ofready to be engaged in the ~~Company~~business ~~totaling~~activities ~~$38,707~~of the Company.

AsOn September 24, 2019, we entered into a Stock Purchase Agreement (the “Purchase Agreement”), with shareholders of ~~December~~Conperin 31Group Inc., ~~2018~~a British Virgin Islands company, who together own shares constituting 100% of the issued and ~~December~~outstanding 31ordinary shares Shares of Conperin Group Inc. Pursuant to the terms of the Purchase Agreement, ~~2017~~the shareholders of Conperin Group Inc. transferred to us all of their shares of Conperin Group Inc. in exchange for the issuance of 187,546,887 shares of our common stock (the ~~balances~~“Stock ~~owed~~Purchase”). As a result of the Stock Purchase, we are now a holding company, is engaged in providing technology in digital media industry, including developing a branded social network and e-commerce app platform aiming to ~~related~~promote ~~parties~~a ~~totaled~~high ~~$513~~quality of life for families and seniors by using artificial intelligence,~~261and~~ ~~$208~~blockchain and cognitive e-commerce technology in China,~~310~~ Hong Kong and Asia Pacific. As a result of the consummation of the Stock Purchase, ~~respectively~~we are no longer a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

~~The~~We ~~Company’s~~develop ~~principal~~and ~~executive~~operate ~~offices~~CircleYY, ~~are~~a ~~located~~mobile-based insocial ~~Hong~~networking ~~Kong.~~and ~~The~~premium ~~office~~e-commerce ~~premises~~app ~~were~~and ~~provided~~website byplatform ~~Company’s~~that ~~controlled~~will also use impactful editorial content to promote a balanced quality of life for families and seniors aged 50 and above by Mrunderstanding their behavior, tastes and needs. HoThe atplatform noenables ~~charge~~users toaround the ~~Company~~world to share family stories, build meaningful interactions between 50+ users and their family members, discover and buy fashion, beauty and other daily accessories products. We connect people and facilitate human interactions based on cities, interests and a variety of activities including pictures and short videos.

OnThe ~~March~~launch ~~31,~~of ~~2018,~~CircleYY ~~our~~was ~~chief~~planned ~~executive~~to ~~officer,~~take ~~Joseph~~place ~~Ho,~~at ~~agreed~~the toend ~~loan~~of upDecember to2019. $1Within ~~million to~~ the ~~Company~~first ~~for~~quarter ~~investment~~of ~~and~~2020, ~~working~~we ~~capital~~are ~~purposes~~planning ~~upon~~to ~~management's~~build ~~request.~~a ~~Any~~user ~~such~~base ~~loans~~of ~~would~~100,000, berising ~~interest~~to ~~free~~500,000 ~~have~~by nothe ~~fixed~~end ~~repayment~~of ~~terms and would be repayable upon demand~~2020.

~~The~~29 ~~Company~~Table isof subject to the risk that if the related parties do not continue to provide services and advances to fund the company’s operations or expansion, or if those related parties demand immediate repayment, the Company may become insolvent.Contents

[Our ~~MOUs~~CircleYY ~~with~~mobile ~~Japan~~application ~~Genki~~can ~~Group~~be downloaded and ~~Beijing~~used Yifree ~~Yue~~of ~~Chong-En~~charge, ~~Elderly~~and ~~Care~~we ~~Investment~~will ~~Management~~generate ~~Limited~~our ~~were~~revenues ~~executed~~from the various services we offer on our ~~behalf~~platforms, bydedicated ~~Union~~to ~~Glory~~a ~~Group,~~50+ anclient ~~entity~~base ~~controlled~~and bytheir families: (i) collaborations with brands and users on the creation of premium content (ii) the sale of advertising on our ~~Chief~~social ~~Executive~~media ~~Officer~~platform (iii) the sale of third-party branded items, mainly fashion, beauty, daily accessories and services on our e-commerce platform.]

~~Item~~As 14a global platform, CircleYY will target a global audience with content designed for universal appeal amongst family members, notably 50+, along with a local focus for marketing campaigns. ~~Principal~~The ~~Accounting~~initial ~~Fees~~opening market will be Hong Kong SAR, followed by similar markets in the Asia-Pacific area and ~~Services~~subsequently Europe and North America.

~~The~~On ~~following~~September ~~table~~27, ~~shows~~2019, ~~the~~our ~~fees~~wholly-owned ~~that~~subsidiary ~~were~~Conperin ~~billed~~Group ~~for~~Inc. established Circle YY International Inc., a limited company incorporated in the ~~audit~~British ~~and~~Virgin ~~other~~Islands ~~services~~(“Circle ~~provided~~International”), byto ~~our~~engage ~~principal~~in ~~auditor~~new business when any suitable business opportunity arises. As of September 30, ~~for~~2019, Circle International is ready to be engaged in the ~~periods~~business ~~presented,~~activities asof ~~follows:~~the Company.

	Fiscal Year Ended December 31, 2017		Fiscal Year Ended December 31, 2018
Audit Fees:	$	22,250	$	19,241
Audit-Related Fees		-		-
Tax Fees	$	2,000	$	3,500
All Other Fees		-		-
Total	$	24,250	$	22,741

On November 11, 2019, our subsidiary Circle YY Technologies Limited launched its unique ecosystem technology covering social networking, content and e-commerce.

~~Audit~~RESULTS ~~Fees~~OF - This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.OPERATIONS

~~Audit-Related~~We ~~Fees~~are -a ~~This~~development ~~category~~stage ~~consists~~company ofand ~~assurance~~have ~~and~~generated ~~related~~minimal ~~services~~revenue byto ~~the~~date. ~~independent~~We ~~registered~~have ~~public~~incurred ~~accounting~~recurring ~~firm~~losses to date. Our financial statements have been prepared assuming that ~~are~~we ~~reasonably~~will ~~related~~continue as a going concern and, accordingly, do not include adjustments relating to the ~~performance~~recoverability ofand ~~the~~realization ~~audit~~of orassets ~~review~~and classification of ~~our~~liabilities ~~financial~~that ~~statements~~might ~~and~~be ~~are~~necessary ~~not~~should ~~reported~~we ~~above~~be ~~under~~unable ~~“Audit~~to ~~Fees~~continue in operation.” ~~The~~We ~~services~~expect ~~for~~we ~~the~~will ~~fees~~require ~~disclosed~~additional ~~under~~capital ~~this~~to ~~category~~meet ~~include~~our ~~consultation~~long ~~regarding~~term ~~our~~operating ~~correspondence~~requirements. ~~with~~We ~~the~~expect ~~SEC~~to ~~and~~raise additional capital through, among other ~~accounting~~things, ~~consulting~~the sale of equity or debt securities.

~~Tax~~The ~~Fees~~following -comparative ~~This~~analysis ~~category~~on ~~consists~~results of ~~professional~~operations ~~services~~was ~~rendered~~based byon ~~our~~the ~~independent~~comparative ~~registered~~financial ~~public~~statements, ~~accounting~~footnotes ~~firm~~and related information for ~~tax~~the ~~compliance~~years ~~and~~ended ~~tax~~December ~~advice~~31, 2019 and 2018. ~~The~~This ~~services~~analysis ~~for~~should be read in conjunction with the ~~fees~~financial ~~disclosed~~statements ~~under~~and ~~this~~the ~~category~~notes ~~include~~to ~~tax~~those ~~return~~statements ~~preparation~~that ~~and~~are ~~technical~~included ~~tax~~elsewhere ~~advice~~in this report.

~~All~~Year ~~Other~~Ended ~~Fees~~December -31, ~~This~~2019 ~~category~~Compared ~~consists~~to ofthe ~~fees~~Year ~~for~~Ended ~~other~~December ~~miscellaneous~~31, ~~items.~~2018

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting.

	Years ended
	December 31,
	2019			2018			Change			%
Revenues - related party	$	86,939		$	6,389		$	80,550			1,261	%
Cost of revenue		(63,938	)		(3,774	)		(60,164	)		1,594	%
Gross Profit		23,001			2,615			20,386			780	%
General and administrative expenses		(723,212	)		(74,874	)		(648,338	)		866	%
Professional fees		(203,760	)		(154,562	)		(49,198	)		32	%
Interest income		39			34			5			15	%
Consultancy income		-			9,027			(9,027	)		(100	%)
Tax penalty		(371	)		(71,426	)		71,055			(99	%)
Loss on disposal of subsidiaries		(7,662	)		-			(7,662	)		-
Sundry expenses		(134	)		-			(134	)		-
Net loss	$	(912,099	)	$	(289,186	)	$	(622,913	)		215	%

30During ~~Table~~the years ended December 31, 2019 and December 31, 2018 we generated revenue, from a related party, of ~~Contents~~$86,939 and $6,389, respectively. The increase in revenue is due to increased work done in the website design.

~~PART~~30 IVTable of Contents

~~Item~~Operating ~~15. Exhibits~~Expenses

(Total operating expenses for the year ended December 31, 2019, increased by $697,536 to $926,972 compared to the year ended December 31, 2018. The increases were primarily a) 1result of an increase in payroll and marketing expenses. ~~Financial~~We ~~Statements~~are unable to predict the level of our operating expenses as we continue to develop our business.

~~The~~Net consolidated financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Consolidated Financial Statements” on page F-1 and included on pages F-2 through F-12.Loss

2The net loss for the year ended December 31, 2019 was $912,099, an increase of $622,913 compared to the year ended December 31, 2018. ~~Financial~~The ~~Statement~~increase ~~Schedules~~is primarily a result of increase in general and administrative expenses.

~~All~~Liquidity ~~schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (~~and ~~therefore~~Capital ~~have been omitted), or the required disclosures are contained in the financial statements included herein.~~Resources

3. Exhibits

	December 31,			December 31,
	2019			2018			Change			%
Cash	$	22,339		$	97,870		$	(75,531	)		(77	%)
Total assets	$	188,166		$	156,532		$	31,634			20	%
Total liabilities	$	1,482,463		$	641,444		$	841,019			131	%
Stockholders’ equity (deficit)	$	(1,294,297	)	$	(484,912	)	$	(809,385	)		167	%

Exhibit Number	Description
	December 31,			December 31,
3.1	Amended and Restated Articles of Incorporation as filed with the Secretary of State of Nevada on May 23, 2016 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 25, 2016)
	2019			2018			Change			%
3.2	Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-201239) filed with the SEC on December 23, 2014).
Current assets	$	188,166		$	156,532		$	31,634			20	%
10.1	Form of Share Purchase Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 24, 2016).
Current liabilities	$	1,482,463		$	641,444		$	841,019			131	%
21.1*	Subsidiaries of the Registrant
Working capital deficiency	$	(1,294,297	)	$	(484,912	)	$	(809,385	)		167	%
31.1*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2*	Rules 13a-14(a) and 15d-14(a) Certification of Chief Financial Officer
32.1*	Section 1350 Certification of Chief Executive Officer
32.2*	Section 1350 Certification of Chief Financial Officer
101.INS*	XBRL INSTANCE DOCUMENT
101.SCH*	XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

*Liquidity ~~Filed~~is ~~herewith~~the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of December 31, 2019, we had a working capital deficit of $1,294,297, an increase of $809,385 from our working capital deficit of $484,912 at December 31, 2018. The increase in the deficit is primarily a result of an increase in accounts payable and accrued liabilities and due to related parties, As of December 31, 2019, our total assets were $188,166 compared to $156,532 in total assets at December 31, 2018. Total assets as of December 31, 2019 were comprised of $22,339 in cash and cash equivalents, $135,112 in prepaid expenses and $30,715 in inventory, while as at December 31, 2018 total assets were comprised $97,870 in cash and $58,662 in prepaid expenses. As of December 31, 2019, our current liabilities were $1,482,463 comprised of $1,187,828 due to related parties and $294,635 for accounts payable and accrued liabilities. As of December 31, 2018, our current liabilities were $641,444 comprised of $531,261 due to related parties and $128,183 in accounts payable and accrued liabilities.

31 Table of Contents

	Years ended
	December 31,
	2019			2018			Change			%
Cash used in operating activities	$	(260,539	)	$	(230,449	)	$	(30,090	)		13	%
Cash used in investing activities		(3,669	)		-			(3,669	)		-
Cash provided by financing activities		186,968			266,244			(79,276	)		(30	%)
Effects on changes in foreign exchange rate		1,709			(83	)		1,792			(2,159	%)
Net change in cash and cash equivalents	$	(75,531	)	$	35,712		$	(111,243	)		(312	%)

~~SIGNATURE~~31 Table of Contents

~~Pursuant~~Cash toFlows ~~the~~From ~~requirements~~Operating ~~of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Activities

	Union Bridge Holdings Limited
Dated: March 11, 2019	By:	/s/ Joseph Ho
		Joseph Ho
		Chief Executive Officer

We have not generated positive cash flows from operating activities. Net cash used in operating activities for the year ended December 31, 2019 was $260,539 primarily due to a net loss of $912,099 which was reduced by expenses of $594,053 paid by a related party on behalf of the Company, $3,993 loss on disposal of subsidiaries, and a net increase in change in operating assets and liabilities of $53,514. Net cash flows used in operating activities was $230,449 for the year ended December 31, 2018 primarily due to a net loss of $289,186 and an increase in prepaid expenses of $45,829, which was reduced by the increase in expenses of $38,707 paid by a related party on behalf of the Company and an increase in accounts payable and accrued liabilities of $65,859.

~~Pursuant~~Cash toFlows ~~the~~From ~~requirements~~Investing ~~of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~Activities

Signature	Title	Date
/s/ Joseph Ho	Chief Executive Officer and Director	March 11, 2019
Joseph Ho	(principal executive officer)
/s/ Kenny Chow	Chief Financial Officer	March 11, 2019
Kenny Chow	(principal financial and accounting officer)
/s/ Shan Ho	Director	March 11, 2019
Shan Ho

Net cash used in investing activities for the year ended December 31, 2019 was $3,669 from cash disposed with subsidiaries.

32Cash Flows From Financing Activities

~~Union~~We ~~Bridge~~have ~~Holdings~~financed ~~Limited~~our operations primarily from advances from shareholders. For the year ended December 31, 2019, net cash provided by financing activities was $186,968 arising from a loan from related parties of $202,328 reduced by repayment to related parties of $15,360. For the year ended December 31, 2018, net cash provided by financing activities was $266,244 arising from a loan from our principal shareholder.

~~Consolidated~~Plan ~~Financial~~of ~~Statements~~Operation and Funding

~~December~~We ~~31,~~expect ~~2018~~that working capital requirements will continue to be funded through further issuances of our securities and ~~2017~~loans from our executive officers and principal shareholders, including Joseph Ho. Our working capital requirements are expected to increase in line with the growth of our business.

Contents		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations and Comprehensive Loss		F-4
Consolidated Statements of Stockholders’ Equity (Deficit)		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Financial Statements		F-7 to F-12

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

~~F-1~~Material ~~Table of Contents~~Commitments

~~REPORT~~As OFof ~~INDEPENDENT~~December ~~REGISTERED~~31, ~~PUBLIC~~2019, ~~ACCOUNTING~~we ~~FIRM~~had no material commitments, other than the following:

~~To:~~Chang ~~The~~Mai ~~Board of Directors and Stockholders of~~Project

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

~~Opinion~~32 onTable ~~the~~of ~~Financial Statements~~Contents

WeUpon ~~have~~signing ~~audited~~ the ~~accompanying~~definitive ~~consolidated~~agreement, ~~balance~~WHL ~~sheets~~will ofpay ~~Union~~2 ~~Bridge~~million ~~Holdings~~Thai ~~Limited~~Baht (~~the~~approximately ~~Company)~~US$64,300 asat ofcurrent ~~December~~exchange ~~31,~~rates) ~~2018~~as ~~and~~a ~~2017,~~deposit ~~and~~to the ~~related~~land ~~consolidated~~owner ~~statements~~within of90 ~~income~~days, ~~comprehensive~~which ~~income,~~will ~~stockholders’~~be ~~equity,~~refundable ~~and~~if ~~cash~~the ~~flows~~development plan for ~~each~~the ofland ~~the~~as ~~years~~a insenior ~~the~~nursing ~~two-year~~home ~~period~~facility ~~ended~~has ~~December~~not ~~31,~~been ~~2018,~~approved ~~and~~by the ~~related~~competent ~~notes~~government ~~(collectively~~authority ~~referred~~within toone asyear, ~~the~~or ~~financial~~if ~~statements).~~before Inthat ~~our~~date ~~opinion,~~such ~~the~~authority ~~financial~~has ~~statements~~definitively ~~present~~denied ~~fairly,~~the inapplication ~~all~~for ~~material respects,~~ the ~~financial~~development ~~position~~plan ofupon the ~~Company~~request as of ~~December~~WHL. 31Otherwise, ~~2018 and 2017, and~~ the ~~results~~deposit ofwill ~~its~~be ~~operations~~applied ~~and~~to ~~its~~the ~~cash~~rent ~~flows~~ for ~~each of~~ the ~~two years ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America~~land.

~~The~~No ~~accompanying~~assurance ~~financial~~can ~~statements~~be ~~have~~given, ~~been~~however, ~~prepared assuming~~ that the ~~Company~~Chang ~~will continue as a going concern. As discussed in Note 1 to the financial statements~~Mai, ~~the~~Thailand ~~Company~~senior ~~had~~facility ~~incurred~~project ~~substantial~~will ~~losses~~be ~~during~~successfully ~~the~~developed ~~year,~~ and ~~has~~operated ~~a working capital deficit~~because, ~~which~~(i) ~~raises~~WHL ~~substantial~~may ~~doubt~~not ~~about~~successfully ~~its~~negotiate ~~ability~~definitive toagreements ~~continue~~for asthe aproject, ~~going~~(ii) ~~concern.~~required ~~Management’s~~permits ~~plan~~may innot ~~regards~~be toobtained, ~~these~~and ~~matters~~(iii) ~~are~~required ~~described~~financing inmay ~~Note 1. These financial statements do~~ not ~~include~~be ~~any adjustments that might result from the outcome of this uncertainty~~obtainable.

~~Basis for Opinion~~Inflation

~~These~~In ~~financial statements are~~ the ~~responsibility~~opinion of ~~the Company’s~~ management., ~~Our~~inflation ~~responsibility~~has isnot toand ~~express~~will annot ~~opinion~~have ona ~~the~~material ~~Company’s~~effect ~~financial statements based~~ on our ~~audits.~~operations Wein ~~are a public accounting firm registered with~~ the ~~Public~~immediate ~~Company~~future. ~~Accounting~~Management ~~Oversight~~will ~~Board~~continue ~~(United~~to ~~States)~~monitor ~~(PCAOB)~~inflation and ~~are~~evaluate ~~required to be independent with respect to~~ the ~~Company~~possible infuture ~~accordance~~effects ~~with the U.S. federal securities laws and the applicable rules and regulations~~ of ~~the~~inflation ~~Securities~~on ~~and~~our ~~Exchange~~business ~~Commission~~ and ~~the PCAOB~~operations.

WeOff-Balance ~~conducted~~Sheet our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.Arrangements

~~Our~~As ~~audits~~of ~~included performing procedures to assess~~ the ~~risks~~date of ~~material~~this ~~misstatement~~Annual ofReport, ~~the~~we ~~financial~~do ~~statements,~~not ~~whether~~have ~~due~~any tooff-balance ~~error~~sheet orarrangements ~~fraud,~~that ~~and~~have ~~performing~~or ~~procedures~~are ~~that~~reasonably ~~respond~~likely to ~~those~~have ~~risks.~~a ~~Such~~current ~~procedures~~or ~~included~~future ~~examining,~~effect on aour ~~test~~financial ~~basis~~condition, ~~evidence~~changes ~~regarding the amounts and disclosures~~ in ~~the~~ financial ~~statements.~~condition, ~~Our~~revenues ~~audits~~or ~~also~~expenses, ~~included~~results ~~evaluating~~of ~~the~~operations, ~~accounting principles used and significant estimates made by management~~liquidity, ascapital ~~well~~expenditures asor ~~evaluating~~capital ~~the~~resources ~~overall presentation of the financial statements. We believe~~ that ~~our~~are ~~audits~~material ~~provide~~to ~~a reasonable basis for our opinion~~investors.

~~/s/~~Going ~~WWC, P.C.~~Concern

~~Certified~~As ~~Public~~reflected ~~Accountants~~in the accompanying consolidated financial statements, the Company had an accumulated deficit at December 31, 2019 of $1,294,297, a net loss for the year ended December 31, 2019 of $912,099 and net cash used in operating activities for the year ended December 31, 2019 of $260,539. These conditions raise substantial doubt about our ability to continue as a going concern.

WeThe ~~have~~Company ~~served~~is asattempting to produce sufficient revenue; however, the Company’s ~~auditor~~cash ~~since~~position ~~August~~is 11not sufficient to support its daily operations. While the Company believes in the viability of its strategy to produce sufficient revenue and in its ability to raise additional funds, ~~2017~~there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds.

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

~~March~~The 11independent auditors’ report accompanying our financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” ~~2019~~which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

~~F-2~~33 Table of Contents

~~CONSOLIDATED~~Critical ~~BALANCE~~Accounting ~~SHEETS~~Policies

	December 31,			December 31,
	2018			2017
ASSETS
Current Assets
Cash and cash equivalent	$	97,870		$	62,158
Prepaid expenses		58,662			11,833
Total Current Assets		156,532			73,991
Non-current Assets
Long term prepaid expenses		-			1,000
Total Non-current Assets		-			1,000
TOTAL ASSETS	$	156,532		$	74,991
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	128,183		$	62,324
Due to related parties		513,261			208,310
Total Current Liabilities		641,444			270,634
TOTAL LIABILITIES		641,444			270,634
Stockholders' Deficit
Preferred stock, $0.001 par value, 20,000,000 shares authorized; 0 shares issued and outstanding		-			-
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 53,600,000 shares issued and outstanding		53,600			53,600
Accumulated deficit		(538,429	)		(249,243	)
Accumulated other comprehensive loss		(83	)		-
Total Stockholders' Deficit		(484,912	)		(195,643	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	156,532		$	74,991

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

~~See~~Use ~~accompanying~~of ~~notes to the financial statements~~ Estimates

~~F-3~~The ~~Table~~preparation of ~~Contents~~financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

~~UNION~~ITEM ~~BRIDGE~~7A. ~~HOLDINGS~~Qualitative ~~LIMITED~~and Quantitative Disclosures About Market Risk

	For the year ended
	December 31,
	2018			2017
Revenues	$	6,389		$	-
Cost of Goods Sold		(3,774	)		-
Gross profit		2,615			-
Operating Expenses
Selling and marketing expenses		4,472			-
General and administrative expenses		224,964			145,914
Total operating expenses		229,436			145,914
Loss from operations		(226,821	)		(145,914	)
Other income		9,061			(32	)
Tax penalty		(71,426	)		-
Total other expense		(62,365	)		(32	)
Loss before taxes		(289,186	)		(145,946	)
Income tax		-			-
Net loss	$	(289,186	)	$	(145,946	)
Other comprehensive loss		(83	)		-
Total comprehensive loss		(289,269	)		(145,946	)
Basic and dilutive net loss per common share	$	(0.01	)	$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		53,600,000			53,600,000

Not applicable.

~~See~~Item ~~accompanying~~8. ~~notes~~Financial toStatements ~~the~~and ~~financial~~Supplementary ~~statements~~ Data

The consolidated financial statements and Reports of Independent Registered Public Accounting Firms are listed in the “Index to Consolidated Financial Statements” on page F-41 ~~Table~~and ofincluded ~~Contents~~on pages F-2 through F-15.

~~UNION~~Item ~~BRIDGE~~9. ~~HOLDINGS~~Changes ~~LIMITED~~in and Disagreements with Accountants on Accounting and Financial Disclosure

								Accumulated
								Other
	Common Stock				Accumulated			Comprehensive
	Shares		Amount		Deficit			Loss			Total
Balance, December 31, 2016		53,600,000	$	53,600	$	(103,297	)	$	-		$	(49,697	)
Net loss for the year		-		-		(145,946	)		-			(145,946	)
Balance, December 31, 2017		53,600,000	$	53,600	$	(249,243	)	$	-		$	(195,643	)
Net loss for the year		-		-		(289,186	)		(83	)		(289,269	)
Balance, December 31, 2018		53,600,000	$	53,600	$	(538,429	)	$	(83	)	$	(484,912	)

On October 22, 2019, the Company dismissed WWC, P.C. from its engagement with the Company as our independent registered public accounting firm, which dismissal was effective immediately. The decision to dismiss WWC as the Company’s principal independent accountant was approved by the Board of Directors of the Company on October 22, 2019.

~~See~~The ~~accompanying~~audit ~~notes~~report of WWC on the financial statements of the Company as of and for the years December 31, 2017 and 2018 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that the audit reports on the financial statements of the Company for the two years contained an uncertainty about the Company’s ability to continue as a going concern.

FThere were no disagreements with WWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, from the time of WWC’s engagement up to the date of dismissal which disagreements that, if not resolved to WWC’s satisfaction, would have caused WWC to make reference in connection with its opinion to the subject matter of the disagreement. None of “reportable events”, as that term is described in Item 304(a)(1)(v)(A)-5(D) ~~Table~~of Regulation S-K occurred within the two fiscal years of ~~Contents~~the Company ended December 31, 2017 and 2018 and subsequently up to the date of dismissal.

~~UNION~~On ~~BRIDGE~~October ~~HOLDINGS~~22, ~~LIMITED~~2019, the Company engaged L&L CPAS, P.A. (“L&L”) to serve as its principal independent accountant. The decision to engage L&L as the Company’s principal independent accountant was approved by the Board of Directors of the Company on October 22, 2019. During the two years period ended December 31, 2017 and 2018 and in the subsequent interim period prior to October 22, 2019, the Company did not consult with L&L regarding (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements and no written or oral advice was provided by L&L that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a “disagreement” or “reportable event” within the meaning set forth in Item 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K.

	For the year ended
	December31,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(289,186	)	$	(145,946	)
Adjustments to reconcile net loss to net cash used in operations:
Expenses paid by related parties		38,707			47,878
Changes in operating assets and liabilities:
Prepaid expenses, including long and short term		(45,829	)		(2,833	)
Accounts payable		65,859			50,801
Net Cash Used in Operating Activities		(230,449	)		(50,100	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net Cash Used in Investing Activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties		266,244			105,831
Net Cash Provided By Financing Activities		266,244			105,831
Net increase in cash and cash equivalents		35,795			55,731
Foreign currency translation adjustments		(83	)		-
Cash and cash equivalents, beginning of period		62,158			6,427
Cash and cash equivalents, end of period	$	97,870		$	62,158
Supplemental cash flow information
Interest received	$	34		$	6
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

Table of Contents

~~See~~ITEM ~~accompanying~~9A. ~~notes~~Controls toand ~~the financial statements~~ Procedures

~~F-6~~Evaluation ~~Table~~ of ~~Contents~~Disclosure Controls and Procedures

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

~~NOTES~~Management’s TOAnnual ~~FINANCIAL~~Report ~~STATEMENTS~~on Internal Control over Financial Reporting

~~NOTE~~Management 1is –responsible ~~ORGANIZATION~~for the preparation of our financial statements and related information. Management uses its best judgment to ensure that the financial statements present fairly, ~~DESCRIPTION~~in OFmaterial ~~BUSINESS~~respects, ~~AND~~our ~~GOING~~financial ~~CONCERN~~position and results of operations in conformity with generally accepted accounting principles.

~~UNION~~Management ~~BRIDGE~~is ~~HOLDINGS~~responsible ~~LIMITED~~for ~~(the~~establishing ~~“Company”)~~and ~~was~~maintaining ~~incorporated~~adequate ~~under~~internal ~~the~~control ~~laws~~over offinancial ~~the~~reporting ~~State~~as ofdefined ~~Nevada~~in onthe ~~May~~Exchange ~~6, 2014~~Act. ~~The~~These ~~Company~~internal ~~did~~controls ~~not~~are ~~have~~designed ~~operations~~to provide reasonable assurance that ~~generated~~the ~~revenues~~reported ~~and~~financial ~~positive~~information ~~cash~~is ~~flows;~~presented ~~however~~fairly, that disclosures are adequate and that the ~~Company’s~~judgments ~~management~~inherent ~~has~~in ~~been~~the ~~reviewing~~preparation ~~investment~~of ~~opportunities~~financial statements are reasonable. AsThere ~~described~~are ~~below~~inherent limitations in ~~“Recent~~the ~~Developments”~~effectiveness of any system of internal controls including the possibility of human error and overriding of controls. Consequently, ~~Management~~an ~~has~~ineffective ~~identified~~internal ~~certain~~control ~~opportunities~~system ~~that~~can itonly ~~believes~~provide ~~may~~reasonable, ~~generate~~not ~~profits~~absolute, ~~for~~assurance ~~the~~with ~~Company~~respect into ~~the~~reporting ~~future~~financial information.

~~Recent~~Our ~~Developments~~internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention of or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

~~The~~Under ~~Company~~the ~~incorporated~~supervision aof ~~new~~management, ~~wholly~~including ~~owned~~our ~~subsidiary~~Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the ~~British~~Committee ~~Virgin~~of ~~Islands,~~Sponsoring ~~First~~Organizations ~~Channel~~of ~~Limited~~the Treadway Commission (~~“FC”~~2013 framework) and subsequent guidance prepared by the Commission specifically for smaller public companies as of December 31, 2019. Based on ~~March~~that 18evaluation, ~~2016.~~our ~~This~~management ~~subsidiary~~concluded that our internal control over financial reporting was ~~formed~~not ~~for~~effective ~~investment~~as ~~holding.~~of December 31, 2019 because it identified the following material weakness and significant deficiencies:

~~The~~● ~~Company~~Material ~~incorporated~~Weakness ~~two~~- ~~new~~The ~~wholly~~Company ~~owned~~did ~~subsidiaries~~not inmaintain ~~the~~effective ~~British~~controls ~~Virgin~~over ~~Islands:~~certain ~~1.)~~aspects ~~Phoenix~~of ~~Creation~~the ~~Global~~financial ~~Limited~~reporting ~~(“PC”)~~process onbecause ~~October~~we ~~26,~~lacked ~~2017~~a ~~and~~sufficient ~~2.)~~complement ~~Windsor~~of ~~Honour~~personnel ~~Limited (“WH”) on October 30, 2017, respectively. These subsidiaries were formed~~ with ~~the~~a ~~intent~~level toof ~~sell~~accounting ~~healthcare~~expertise ~~products~~ and ~~services~~an toadequate ~~seniors~~supervisory ~~and~~review ~~individual~~structure ~~with~~that ~~disabilities.~~is ~~The~~commensurate ~~Company~~with ~~recently~~our ~~procured~~financial ~~samples~~reporting ofrequirements. ~~motorized~~● ~~wheelchairs,~~Significant asDeficiencies ~~the~~- ~~first~~Inadequate ~~product~~segregation ~~in an expected~~ of ~~a portfolio of products targeted at this market~~duties.

On35 ~~February~~Table 2, 2018, the Company’s subsidiary Union Beam Investment Limited (“UB”) established Qianhai Lianqiao Investment Consulting (Shenzhen) Company Limited, renamed as Union Beam Trading (Shenzhen) Limited (“UB Trading”), a wholly foreign owned entity in the People’s Republic of ~~China (“PRC”) engaging the sales of healthcare products and services.~~Contents

OnA ~~February~~material ~~13,~~weakness ~~2018,~~is ~~the~~a ~~Company’s~~deficiency ~~subsidiary~~or PCa ~~established~~combination ~~Union~~of ~~Care~~deficiencies ~~Investment~~in ~~Limited~~internal ~~(“UC”)~~control inover ~~Hong~~financial ~~Kong~~reporting ~~engaging~~such that there is a reasonable possibility that a material misstatement of the ~~senior~~annual ~~care~~or ~~services~~interim consolidated financial statements will not be prevented or detected on a timely basis.

OnWe ~~May~~expect ~~25,~~to ~~2018,~~be UCmaterially ~~established~~dependent ~~Sino~~upon ~~Silver~~third ~~(Qianhai)~~parties ~~Holdings~~to ~~Ltd.~~provide ~~(“Sino~~us ~~Silver~~with ~~Qianhai”),~~accounting aconsulting ~~wholly~~services ~~owned~~for ~~entity~~the inforeseeable future which we believe mitigates the ~~PRC~~impact ~~engaging~~of the ~~elderly~~material ~~home~~weaknesses ~~care~~discussed ~~services,~~above. ~~senior~~Until ~~care~~such ~~centers~~time ~~and~~as ~~community~~we ~~services~~have a chief financial officer with the requisite expertise in U.S. AsGAAP ofand ~~December~~establish ~~31,~~an ~~2018~~audit committee and implement internal controls and procedures, UCthere are no assurances that the material weaknesses and ~~Sino~~significant ~~Silver~~deficiencies ~~Qianhai~~in ~~have~~our disclosure controls and procedures will not ~~yet~~result ~~commenced~~in ~~business~~errors in our financial statements which could lead to a restatement of those financial statements.

OnOur ~~September 20~~management, ~~2018~~including our Chief Executive Officer and Chief Financial Officer, ~~Sino~~does ~~Silver~~not ~~Qianhai~~expect ~~established~~that ~~Sino~~our ~~Sliver~~disclosure ~~(Beijing)~~controls ~~Elderly~~and ~~Service~~procedures ~~Ltd~~or our internal controls will prevent all error and all fraud. ~~(“Sino~~A ~~Silver~~control ~~Beijing”)~~system, inno matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the ~~PRC~~objectives ~~engaging~~of the ~~elderly~~control ~~home~~system ~~care~~are ~~services~~met. Further, ~~senior~~the ~~care~~design ~~centers~~of a control system must reflect the fact that there are resource constraints and ~~community~~the ~~services~~benefits inof ~~Beijing~~controls ~~region~~must be considered relative to their costs. AsDue ofto ~~December~~the 31inherent limitations in all control systems, ~~2018~~no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, ~~Sino~~if ~~Silver~~any, ~~Beijing~~within ~~has~~our ~~not~~company ~~yet~~have ~~commenced~~been ~~business~~detected.

OnThis ~~December~~annual ~~27,~~report ~~2018,~~does ~~the~~not ~~Company’s~~include ~~subsidiary~~an UCattestation ~~established~~report ~~Sino~~of ~~Silver~~our ~~(Zhuhai~~registered ~~Hengqin)~~public ~~Elderly~~accounting ~~Service~~firm ~~Limited~~regarding ~~“(Sino~~internal ~~Silver~~control ~~Zhuhai”),~~over afinancial ~~wholly~~reporting. ~~owned~~Management’s ~~entity~~report inwas ~~the~~not ~~PRC~~subject ~~engaging~~to attestation by the ~~elderly~~company’s ~~home~~registered ~~care~~public ~~services,~~accounting ~~senior~~firm ~~care~~pursuant ~~centers~~to ~~and~~SEC ~~community~~rules ~~services.~~that Aspermit ofus ~~December~~to ~~31,~~provide ~~2018,~~only ~~Sino~~management’s ~~Silver~~report ~~Zhuhai~~on ~~has~~internal ~~not~~control ~~yet~~over ~~commenced~~financial ~~business~~reporting in this annual report on Form 10-K.

~~Going~~Changes ~~Concern~~in Internal Controls over Financial Reporting

~~The~~There ~~accompanying financial statements~~ have been ~~prepared~~no ~~assuming~~changes ~~that~~in ~~the~~our ~~Company~~internal ~~will~~control ~~continue~~over asfinancial areporting ~~going~~during ~~concern; however,~~ the ~~Company~~quarter ~~has incurred a net loss of $289,186 and $145,946 for the year~~ ended December 31, ~~2018~~2019 ~~and~~that ~~December~~have ~~31,~~materially ~~2017~~affected, ~~respectively.~~or Asare ofreasonably ~~December~~likely ~~31,~~to ~~2018,~~materially ~~the Company had an accumulated deficit of $538~~affect,~~429,~~ ~~working~~our ~~capital~~internal ~~deficit~~control ofover ~~$484,912,~~financial ~~and stockholders’ deficit of $484,912; its cash flows used in operating activities for the year ended December 31, 2018 were $230,449, respectively~~reporting.

AsITEM of9B. ~~December~~Other 31, 2017, the Company had an accumulated deficit of $249,243, working capital deficit of $196,643 and stockholders’ deficit of $195,643; its cash flows used in operating activities for the year ended December 31, 2017 were $50,100, respectivelyInformation.

~~These factors raise substantial doubt on the Company's ability to continue as a going concern~~None. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plan for the Company’s continued existence is dependent upon Management's ability to identify investment opportunities, develop those opportunities to generate profit; additionally, Management will need to continue to rely on certain related parties to provide funding for investment, working capital, and general corporate purposes, and management expertise to the Company at less than prevailing market rates. If Management is unable to execute its plan, the Company may become insolvent.

~~The~~36 ~~Company’s~~Table ~~controlling shareholder and Chief Executive Officer, Joseph Ho has provided a personal guarantee~~ of loan that he would provide to the Company of up to $1 million for investment and working capital purposes. Management believes this guarantee should be considered a material event in executing its overall plan described in the foregoing.Contents

~~F-7~~PART ~~Table~~III ~~of Contents~~

~~NOTE~~Item 210. -Directors, ~~SIGNIFICANT~~Executive ~~ACCOUNTING~~Officers, ~~POLICIES~~and Corporate Governance.

~~Basis~~Set forth below are the names and ages of ~~Presentation~~our current directors and executive officers and their principal occupations at present and for at least the past five years.

The financial statements and related disclosures have been prepared pursuant to the rules and regulations of Securities and Exchange Commission (SEC). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (GAAP) in the United States of America. The Company use a calendar year for accounting purposes. The financial statements are presented in United States dollars.

Name	Age	Positions and Offices to be Held	Date Appointed Director
Joseph Ho	62	Chief Executive Officer and Director	July 3, 2017
Kenny Chow	50	Chief Financial Officer	N/A
Shan Ho	33	Director	February 7, 2018

~~Basis~~Our directors are appointed for a one-year term to hold office until the next annual general meeting of ~~Consolidation~~our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. Our Board of Directors appoints officers annually and each Executive Officer serves at the discretion of our Board of Directors.

~~These~~The ~~financial~~following ~~statements~~is ~~include~~a ~~the~~brief ~~accounts~~description of the ~~Company~~background ~~and~~on ~~its~~our ~~wholly-owned~~officers ~~subsidiaries: First Channel Limited (“FC”), UB, PC~~ and ~~WH, UB Trading, UC, Sino Silver Qianhai and Sino Silver Beijing~~directors. ~~All intercompany sales, purchases, balances, investments, and capital have been eliminated.~~

~~Use~~Joseph ofHo ~~Estimates~~

has been the Chief Executive Officer and a Director of the Company since July 3, 2017. Mr. Ho also served as our Chief Financial Officer from July 3, 2017 until February 7, 2018. Mr. Ho has been the Chairman and owner of Union Glory Gold Limited, a company incorporated in Ontario, Canada involved in mining exploration/development and finance, since January 2012. He has operated the Tudor Gold Property located in the Tudor Township of Ontario, Canada since 2007, including the Addington Gold Property and the Schefferville Iron Ore Project, which are located in Quebec, Canada. Both the Tudor and Addington Gold Properties have been extensively drilled and ore samples assayed. Mr. Ho graduated from Jinan University (Guangzhou) in 1981 with a Bachelor Degree in Economics. Mr. Ho is the father of Shan Ho, the a director of the Company’s, and the spouse of of Mary Ho, a beneficial owner of more than 10% of the Company’s outstanding common stock, and is the father of Moana Ho, the Company’s former director, and of Lily Ho, who owns over 5% of the Company’s outstanding common stock. We believe that Mr. Ho is qualified to serve on our Board of Directors based upon his business and management experience.

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

has served as a director of the Company since February 7, 2018. From 2013 to 2017 Mr. Ho served as a director and chief executive officer at 2377547 Ontario Inc., operating as Roll Play Café, a company based in Canada. Mr. Ho is a beneficial owner of more than 10% of the Company’s outstanding common stock. Mr. Ho is the son of Joseph Ho, the Company’s Chief Executive Officer and director, and of Mary Ho, a beneficial owner of more than 10% of the Company’s outstanding common stock, and is the brother of Moana Ho, the Company’s former director, and of Lily Ho, who owns over 5% of the Company’s outstanding common stock. We believe that Mr. Ho is qualified to serve on our Board of Directors based upon his business and management experience.

~~Foreign~~Kenny ~~Currency~~Chow ~~Translation and Re-measurement~~

has served as our Chief Financial Officer since January 2019. Mr. Chow has over 25 years of experience in finance and accounting. Mr. Chow has been a financial consultant to a group of companies involved in mining exploration and investments, since February 2016. Prior thereto, from January 2014 to January 2016, Mr. Chow worked as a financial consultant for companies in various industries, including beverages and mineral exploration.

~~The~~Except ~~Company~~as ~~translates~~set ~~its~~forth ~~foreign~~above, ~~operations~~there toare ~~the~~no ~~U.S.~~family ~~dollar~~relationships inbetween ~~accordance~~any ~~with~~of ~~ASC~~the ~~830,~~executive ~~“Foreign~~officers ~~Currency~~and ~~Matters”~~directors.

~~The~~37 ~~reporting~~Table ~~currency for the Company and its subsidiaries is the U.S. dollar. The functional currency~~ of the Company, FC, PC, WH and UB is U.S. dollar; the functional currency of UB Trading, Sino Silver Qianhai, Sino Silver Beijing and Sino Silver Zhuhai is Chinese Renminbi (“RMB”); and the functional currencies of UC is Hong Kong dollar.Contents

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

·Our ~~Monetary~~board ~~assets~~of ~~and~~directors ~~liabilities~~has atnot ~~exchange~~established ~~rates~~any incommittees, ~~effect~~including atan ~~the~~audit ~~end~~committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of ~~each~~those ~~period~~committees ·are ~~Nonmonetary~~being ~~assets~~undertaken ~~and~~by ~~liabilities~~our atboard. ~~historical~~Because ~~rates~~we ·do ~~Revenue~~not ~~and~~have ~~expense~~any ~~items~~independent atdirectors, our board believes that the ~~average~~establishment ~~rate~~of committees of ~~exchange~~our ~~prevailing~~board ~~during~~would ~~the~~not ~~period~~provide any benefits to our company and could be considered more form than substance.

~~Gains~~We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our officers and ~~losses~~directors ~~from~~established ~~these~~a ~~re-measurements~~process ~~were~~for identifying and evaluating director nominees. We have not ~~significant~~adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officers and directors have ~~been~~not ~~included~~considered inor ~~the~~adopted ~~Company's~~any ~~results~~of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our board of ~~operations~~directors.

~~The~~Given ~~Company's~~our ~~subsidiaries,~~relative ~~whose~~size ~~functional~~and ~~currency~~lack isof directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the Unear future.S. ~~dollar~~While there have been no nominations of additional directors proposed, ~~translate~~in ~~their~~the ~~records~~event ~~into~~such a proposal is made, all current members of our board will participate in the ~~U.S.~~consideration ~~dollar~~of asdirector ~~follows:~~nominees.

·As ~~Assets~~with most small, early stage companies until such time as we further develop our business, achieve a stronger revenue base and ~~liabilities~~have atsufficient ~~the~~working ~~rate~~capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our board to include one or more independent directors, we intend to establish an audit committee of ~~exchange~~our inboard ~~effect~~of atdirectors. ~~the~~It ~~balance~~is ~~sheet~~our ~~date~~intention ·that ~~Equities~~one ator ~~the~~more ~~historical~~of ~~rate~~these ·independent ~~Revenue~~directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent and ~~expense~~we ~~items~~are atnot ~~the~~currently ~~average~~otherwise ~~rate~~subject to any law, rule or regulation requiring that all or any portion of ~~exchange~~our ~~prevailing~~board ~~during~~of ~~the~~directors ~~period~~include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our board.

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

We expect that we will adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Once adopted, we will make the code of business conduct and ethics available on our website at

	December 31,		December 31,
	2018		2017
Spot RMB: USD exchange rate	$	0.1454	$	0.1480
Average RMB: USD exchange rate	$	0.1451	$	0.1524
Spot HKD: USD exchange rate		0.1280		0.1285
Average HKD: USD exchange rate		0.1278		0.1285

www.ughl-us.com

. We intend to post any amendments to the code, or any waivers of its requirements, on our website.

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

FManagement is responsible for the day-8to-day ~~Table~~management of ~~Contents~~risk and for identifying our risk exposures and communicating such exposures to our board. Our board is responsible for designing, implementing and overseeing our risk management processes. The board does not have a standing risk management committee, but administers this function directly through the board as a whole. The whole board considers strategic risks and opportunities and receives reports from its officers regarding risk oversight in their areas of responsibility as necessary. We believe our board’s leadership structure facilitates the division of risk management oversight responsibilities and enhances the board’s efficiency in fulfilling its oversight function with respect to different areas of our business risks and our risk mitigation practices.

~~Cash~~38 ~~and~~Table ~~Cash~~of ~~Equivalents~~Contents

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

~~Prepaid~~Stockholders ~~Expenses~~with questions about the Company are encouraged to contact the Company by sending communications to the attention of the Chief Executive Officer at Suite 4801, 48/F, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong S.A.R.. If stockholders feel that their questions have not been sufficiently addressed through communications with the Chief Executive Officer, they may communicate with the Board of Directors by sending their communications to the Board of Directors, c/o the Chief Executive Officer at the same address.

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

~~Income~~Historically, ~~Taxes~~our non-employee directors have not received compensation for their service outside the compensation set forth in the Summary Compensation Table below, but we may compensate our directors for their service in the future. We reimburse our non-employee directors for reasonable travel expenses incurred in attending board and committee meetings. We also intend to allow our non-employee directors to participate in any equity compensation plans that we adopt in the future.

~~Income~~Procedures ~~taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized~~ for ~~the~~Nominating future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any 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.Directors

~~ASC~~There ~~740~~have ~~prescribes~~been ano ~~comprehensive~~material ~~model~~changes ~~for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected~~ to ~~be taken on a tax return. Under ASC 740, tax positions must initially be recognized in~~ the ~~financial~~procedures ~~statements when it is more likely than not the position will be sustained upon examination~~ by ~~the~~which ~~tax~~security ~~authorities.~~holders ~~Such~~may ~~tax~~recommend ~~positions~~nominees ~~must~~to ~~initially and subsequently be measured as~~ the ~~largest~~Board ~~amount~~during ~~of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with~~ the ~~tax~~quarter ~~authority~~ended ~~assuming~~December ~~full~~31, ~~knowledge of the position and relevant facts~~2019.

~~For~~The ~~the~~full ~~years~~board ~~ended~~of ~~December~~directors ~~31,~~discusses ~~2018~~with ~~and~~management ~~2017,~~our ~~the~~major ~~Company~~risk ~~has tax penalties and associated interests of $71~~exposures,~~426~~ ~~and~~their $0potential ~~for~~impact ~~late~~on ~~tax filing~~us, ~~respectively,~~ and nothe ~~interests~~steps orwe ~~penalties~~take ~~associated~~to ~~with~~manage ~~tax positions~~them. AsThis ofenables ~~December~~the ~~31,~~board ~~2018~~of ~~and~~directors ~~2017,~~to coordinate the ~~Company~~risk ~~did~~oversight ~~not~~role, ~~have~~particularly ~~any~~with ~~significant~~respect ~~unrecognized~~to ~~uncertain~~risk ~~tax positions~~interrelationships.

~~Earnings~~39 ~~Per~~Table ~~Share~~of Contents

~~The~~Limitation Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on aLiability ~~per share basis of potential common shares (e.g., convertible securities, options,~~ and ~~warrants)~~Indemnification as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.Matters

~~Revenue~~Our ~~Recognition~~Articles of Incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Nevada law. Consequently, our directors and officers will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors or officers, except liability for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law.

~~Revenues~~Our ~~are~~Articles ~~recognized when control~~ of ~~the~~Incorporation ~~promised~~and ~~goods~~ByLaws orprovide ~~services~~that we are ~~transferred~~required to aindemnify ~~customer~~our directors and officers, in aneach ~~amount~~case ~~that~~to ~~reflects~~ the ~~consideration~~fullest ~~that~~extent ~~the~~permitted ~~Company~~by ~~expects~~Nevada tolaw. ~~receive~~Our inbylaws ~~exchange~~also ~~for~~provide ~~those~~that ~~goods~~we ormay ~~services.~~advance ~~The~~expenses ~~Company~~incurred ~~derives~~by ~~its~~a ~~revenues~~director ~~from~~or officer in advance of the ~~rendering~~final disposition of ~~business~~any ~~advisory~~action ~~services~~or proceeding, ~~such~~and aspermit ~~training,~~us ~~implementation~~to secure insurance on behalf of any officer, ~~consulting~~director, ~~and~~employee or other ~~customer-specific~~agent ~~services.~~for ~~The~~any ~~Company~~liability ~~applies~~arising ~~the~~out ~~following~~of ~~five~~his, ~~steps~~her inor ~~order~~its toactions ~~determine~~in ~~the~~that ~~appropriate~~capacity ~~amount~~regardless of ~~revenue~~whether towe bewould ~~recognized~~otherwise asbe itpermitted ~~fulfills~~to ~~its~~indemnify ~~obligations~~him, ~~under~~her ~~each~~or ofit ~~its~~under ~~agreements:~~Nevada law.

~~F-9~~We ~~Table~~believe that these provisions in our Articles of ~~Contents~~Incorporation and ByLaws are necessary to attract and retain qualified persons as directors and officers. This description of the limitation of liability and indemnification provisions of our Articles of Incorporation and ByLaws is qualified in its entirety by reference to these documents, each of which is included as an exhibit to this Report.

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

~~Comprehensive~~None ~~Income~~of our directors or executive officers has been involved in any of the following events during the past 10 years:

~~Comprehensive~~● ~~income~~any isbankruptcy ~~defined~~petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to ~~include~~that ~~all~~time; ~~changes~~● any conviction in ~~equity~~a ~~except~~criminal ~~those~~proceeding ~~resulting~~or ~~from~~being ~~investments~~subject byto ~~owners~~a pending criminal proceeding (excluding traffic violations and ~~distributions~~other minor offences); ● being subject to ~~owners.~~any ~~Among~~order, ~~other~~judgment, ~~disclosures~~or decree, ~~all~~not ~~items~~subsequently ~~that~~reversed, ~~are~~suspended ~~required~~or tovacated, beof ~~recognized~~any ~~under~~court ~~current~~of ~~accounting~~competent ~~standards~~jurisdiction, aspermanently ~~components~~or oftemporarily ~~comprehensive~~enjoining, ~~income~~barring, ~~are~~suspending ~~required~~or tootherwise belimiting ~~reported~~his inor aher ~~financial~~involvement ~~statement~~in ~~that~~any istype ~~presented~~of ~~with~~business, ~~the~~securities ~~same~~or ~~prominence~~banking asactivities; ~~other~~or ~~financial~~● ~~statements.~~being ~~The~~found ~~Company’s~~by ~~current~~a ~~component~~court of ~~other~~competent ~~comprehensive~~jurisdiction ~~income~~(in ~~includes~~a civil action), the ~~foreign~~Commission ~~currency~~or ~~translation~~the ~~adjustment~~Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and ~~unrealized~~the ~~gain~~judgment has not been reversed, suspended, or ~~loss~~vacated.

~~Recent~~Section ~~Accounting~~16(a) ~~Pronouncements~~Beneficial Ownership Reporting Compliance

InSection ~~August~~16(a) ~~2016,~~of the ~~FASB~~Exchange ~~issued~~Act ~~ASU~~requires ~~2016-15~~our executive officers and directors, ~~“Statement~~and ofpersons ~~Cash~~who ~~Flows~~beneficially ~~(Topic~~own ~~230):~~more ~~Classification~~than 10% of ~~Certain~~a ~~Cash~~registered ~~Receipts~~class ~~and~~of ~~Cash~~our ~~Payments.”~~equity ~~The~~securities ~~standard~~to ~~provides~~file ~~guidance~~with onthe ~~how~~SEC ~~certain~~initial ~~cash~~statements ~~receipts~~of ~~and~~beneficial ~~payments~~ownership, ~~are~~reports ~~presented~~of changes in ownership and ~~classified~~annual inreports ~~the~~concerning ~~statement~~their ownership of ~~cash~~our ~~flows.~~common ~~For~~shares ~~public~~and ~~entities,~~other ~~ASU~~equity ~~2016-15~~securities, ison ~~effective~~Forms ~~for~~3, ~~fiscal~~4 ~~years~~and ~~beginning~~5 ~~after~~respectively. ~~December~~Executive 15officers, ~~2017,~~directors and ~~interim~~greater ~~periods~~than ~~within~~10% ~~those~~shareholders ~~annual~~are ~~periods,~~required ~~and~~by ~~requires~~the SEC regulations to furnish us with copies of all Section 16(a) ~~retrospective~~reports ~~approach~~they file. ~~The~~Based ~~Company~~on ~~adopted~~our ~~this~~review ~~standard~~of ~~effective~~the ~~January~~copies 1,of ~~2018~~such forms received by us, and to the ~~adoption~~best ~~did~~of ~~not~~our knowledge, all executive officers, directors and persons holding greater than 10% of our issued and outstanding stock have filed the required reports in a ~~material~~timely ~~effect~~manner onduring the ~~Company’s~~fiscal ~~consolidated~~year ~~financial~~ended ~~statements~~December 31, 2019.

In40 ~~February~~Table ~~2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-~~of~~-use~~ asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. The Company is evaluating the adoption of ASC 842, but has not determined the effects it may have on the Company’s consolidated financial statements.Contents

InItem ~~November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash~~11.” ~~The~~Executive standard requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents (collectively, "restricted cash"). Therefore, restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for interim and annual periods beginning after December 15, 2017. The Company adopted this standard retrospectively effective January 1, 2018 and the adoption did not have a material effect on the Company’s consolidated financial statements.Compensation

~~Management~~The ~~has~~following ~~considered~~table ~~all~~sets ~~recent~~forth ~~accounting~~information ~~pronouncements~~concerning ~~issued.~~the ~~The~~total ~~Company’s~~compensation ~~management~~paid ~~believes~~or accrued by us during the two fiscal years ended December 31, 2019 to (i) all individuals that ~~these~~served ~~recent~~as ~~pronouncements~~our ~~will~~principal ~~not~~executive ~~have~~officer or acted in a ~~material~~similar ~~effect~~capacity onfor us at any time during the ~~Company’s~~fiscal ~~financial~~year ~~statements~~ended December 31, 2019 and (ii) all individuals that served as executive officers of ours at any time during the fiscal year ended December 31, 2019 that received annual compensation during the fiscal year ended December 31, 2019 in excess of $100,000. Except as disclosed in the following table, none of our executive officers received annual compensation during the fiscal year ended December 31, 2019 in excess of $100,000.

NOTE 3 – STOCKHOLDERS’ EQUITY

Summary Compensation Table
Name & Principal Position	Fiscal Year ended December 31,	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Joseph Ho⁽¹⁾, CEO	2019		0		0		0		0		0		0		0		0
(Principal Executive Officer)	2018		0		0		0		0		0		0		0		0

Kenny Chow^{(2)_{, CFO}}	2019		0		0		0		0		0		0		0		0
(Principal Financial Officer)	2018		0		0		0		0		0		0		0		0

Anthony Leung⁽³⁾	2019		123,600		0		0		0		0		0		0		123,600
Former Chief Technology Officer	2018		0		0		0		0		0		0		0		0

~~The Company is authorized to issue up to 1,000,000,000 shares of common stock, par value $0.001 and 20,000,000 preferred stock, par value $0.001.~~____________

During the year ended December 31, 2018 and 2017, the Company issued no common stock or preferred stock.

(1)	Joseph Ho has served as our Chief Executive Officer from July 3, 2017 through the present.
(2)	Kenny Chow has served as our Chief Financial Officer from January 28, 2019 through the present.
(3)	Anthony Leung resigned as our Chief Technology Officer on February 7, 2020.

AsWe ofdo ~~December~~not ~~31,~~currently ~~2018~~pay ~~and~~any ~~2017,~~compensation ~~53,600,000~~to ~~shares~~our ofexecutive ~~common stock were issued and outstanding, and no preferred stock was issued and outstanding~~officers.

~~F-10~~Employment ~~Table~~Agreements ofwith ~~Contents~~Executive Officers

~~NOTE~~At 4this -time, ~~RELATED-PARTY~~we ~~TRANSACTIONS~~do not have any written employment agreement or other formal compensation agreements with our new officers and director. Compensation arrangements are the subject of ongoing development and we will make appropriate additional disclosures as they are further developed and formalized.

~~For~~Outstanding ~~the~~Equity ~~year~~Awards ~~ended~~At December 31, 2018, Joseph Ho (“Mr. Ho”), the Company’s director and Union Glory Gold Holdings Limited, a Company controlled by Mr. Ho advanced a total of $266,244 and paid expenses on behalf of the Company totaling $38,707.2019

AsAt ofthis ~~December 31~~time, ~~2018~~we ~~and~~do ~~December~~not ~~31,~~have ~~2017,~~any ~~the~~outstanding ~~balances~~equity ~~owed~~awards toand ~~related~~do ~~parties~~not ~~totaled~~have ~~$513,261~~any ~~and~~equity ~~$208~~incentive,~~310,~~ ~~respectively~~option or similar plans.

~~The~~41 ~~Company’s~~Table ~~principal~~of ~~executive offices are located in Hong Kong. The office premises were provided by Company’s controlled by Mr. Ho at no charge to the Company.~~Contents

~~The~~Item ~~Company~~12. isSecurity ~~subject~~Ownership toof ~~the~~Certain ~~risk~~Beneficial ~~that~~Owners ifand ~~the~~Management ~~related parties do not continue to provide services~~ and ~~advances~~Related toStockholder ~~fund~~Matters ~~the company’s operations or expansion, or if those related parties demand immediate repayment, the Company may become insolvent.~~

~~NOTE~~The 5following –table ~~INCOME~~sets ~~TAXES~~forth certain information regarding beneficial ownership of our common stock as of March 10, 2020 by (i) each person (or group of affiliated persons) who is known by us to own more than five percent of the outstanding shares of our common stock, (ii) each director, executive officer and director nominee, and (iii) all of our directors, executive officers and director nominees as a group. As of March 10, 2020, we had 241,146,887 shares of common stock issued and outstanding.

~~The~~Beneficial ~~Company~~ownership ~~did~~is ~~not~~determined ~~provide~~in ~~any~~accordance ~~current~~with orSEC ~~deferred~~rules ~~U.S.~~and ~~federal~~generally ~~income~~includes ~~tax~~voting ~~provision~~ or ~~benefit~~investment ~~for~~power ~~any~~with ofrespect ~~the~~to ~~periods~~securities. ~~presented~~Unless ~~because~~otherwise ~~the~~noted, ~~Company had incurred net operating losses during these periods and~~ the ~~Company’s~~principal ~~management~~address ~~was~~of ~~not~~each ~~able~~of ~~to determine when it would generate taxable profits in~~ the ~~foreseeable future; accordingly~~stockholders, ~~management~~directors ~~elected~~and toofficers ~~not~~listed ~~recognize~~below ~~any~~is ~~deferred~~Suite ~~tax~~4801, ~~resulting~~48/F, ~~form~~Central ~~net~~Plaza, ~~operating~~18 ~~losses~~Harbour ~~during~~Road, ~~the~~Wan ~~years ended December 31~~Chai, ~~2018~~Hong ~~and~~Kong ~~2017~~S.A.R.

OnAll ~~December~~share ~~22,~~ownership ~~2017,~~figures ~~the~~include ~~United~~shares ~~States~~of ~~enacted~~our ~~the~~common ~~Tax~~stock ~~Cuts~~issuable ~~and~~upon ~~Jobs~~securities ~~Act~~convertible ~~(the~~or ~~“Act”)~~exchangeable ~~resulting~~into inshares ~~significant~~of ~~modifications~~our tocommon ~~existing~~stock ~~law.~~within ~~The~~sixty ~~Company~~(60) ~~has~~days ~~completed the accounting for the effects~~ of March ~~the~~10, 2020, ~~Act~~which ~~during~~are ~~the~~deemed ~~year~~outstanding ~~ended~~and ~~December~~beneficially ~~31,~~owned ~~2018.~~by ~~The~~such ~~Company’s~~person ~~financial~~for ~~statements~~purposes ~~for~~of ~~the~~computing ~~year~~his ~~ended~~or ~~December~~her 31percentage ownership, ~~2018~~but ~~reflect~~not ~~certain~~for ~~effects~~purposes of ~~the~~computing ~~Act which includes a reduction in~~ the ~~corporate~~percentage ~~tax~~ownership ~~rate~~of ~~from~~any ~~34% to 21% as well as~~ other ~~changes~~person.

The Company is subject to the following tax rates

Name and Address of Beneficial Owner Officers and Directors	Amount and Nature of Beneficial Ownership			Percent of Class⁽¹⁾
Joseph Ho, Chief Executive Officer and Director		148,270,867	⁽²⁾		61.49	%
Kenny Chow, Chief Financial Officer		0			0	%
Shan Ho, Director		60,590,002			25.13	%

Total Held by Officers and Directors as a Group (3 persons):		208,860,869			86.61	%

Five Percent Shareholders
Mary Ho⁽³⁾		16,988,046			7.04	%

~~· PRC tax rate is 25%. · Hong Kong tax rate is 16.5% · the United States tax rate is 21% · British Virgin Islands is on permanent tax holiday~~__________

The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows for the years ended December 31, 2018 and 2017:

(1)	Based on 241,146,887 shares of common stock outstanding on March 10, 2020. Includes, where applicable, shares of common stock issuable upon the exercise of warrants and conversion of debt held by such person that may be exercised within 60 days after March 10, 2020. Unless otherwise indicated, we believe that all persons named in the table above have sole voting power and/or investment power with respect to all shares of common stock beneficially, warrants and convertible debt owned by them..

(2)	Consists of 16,988,046 shares owned by Mary Ho, Joseph Ho’s wife and 131,282,821 shares owned by Joseph Ho himself.

(3)	Address is: 3400 Bayview Avenue, Toronto, Ontario, M2M 3S3, Canada

	2018		2017
U.S. federal statutory income tax rate		21.0%		34.0%
Lower rates in Hong Kong, net		-4.5%		-17.5%
Net operating losses in HK and other jurisdictions		-16.5%		-16.5%
The Company’s effective tax rate		-0.0%		-0.0%

Table of Contents

~~NOTE~~Policy 6Regarding -Transactions ~~SUBSEQUENT~~with ~~EVENTS~~Related Persons

InWe ~~accordance~~do ~~with~~not ~~ASC~~have ~~Topic~~a ~~855~~formal, ~~“Subsequent~~written ~~Events”,~~policy ~~which~~for ~~establishes~~the ~~general~~review, ~~standards~~approval or ratification of ~~accounting~~transactions ~~for~~between us and ~~disclosure~~any ofdirector ~~events~~or ~~that~~executive ~~occur~~officer, ~~after~~nominee for director, 5% stockholder or member of the ~~balance~~immediate ~~sheet~~family ~~date~~of ~~but~~any ~~before~~such ~~financial~~person ~~statements~~that are ~~issued~~required to be disclosed under Item 404(a) of Regulation S-K. However, ~~the~~our ~~Company~~policy ~~has~~is ~~evaluated~~that ~~all~~any ~~events~~activities, investments or ~~transactions~~associations ~~that~~of ~~occurred~~a ~~after~~director ~~December~~or 31officer that create, ~~2018~~or would appear to create, upa ~~through~~conflict between the ~~date~~personal ~~the~~interests ~~Company~~of ~~issued~~such ~~the~~person ~~unaudited~~and ~~condensed~~our ~~financial~~interests ~~statements.~~must ~~During~~be ~~the~~assessed ~~period,~~by ~~the~~our ~~Company~~Chief ~~did~~Executive ~~not~~Officer ~~have~~and ~~any~~must ~~material~~be ~~recognizable~~at ~~subsequent~~arms’ ~~events~~length.

~~F-11~~Item 13. Certain Relationships and Related Transactions, Director Independence

SEC rules require us to disclose any transaction or currently proposed transaction in which we were a participant and in which any related person has or will have a direct or indirect material interest involving the lesser of $120,000 or 1% of the average of our total assets as of the end of last two completed fiscal years. A related person is any executive officer, director, nominee for director, or holder of 5% or more of our Common Stock, or an immediate family member of any of those persons.

For the years ended December 31, 2019 and 2018, the Company received advances of $202,328 and $266,244 from the Company’s director, who is also our CEO and majority shareholder, and Union Glory Gold Holdings Limited (“Union Glory”), a Company controlled by our CEO, repaid $15,360 and $0, and the Company’s director paid operating expenses of $594,053 and $38,707 on behalf of the Company, respectively.

As of December 31, 2019 and 2018, the balances owed to the related parties totaled $1,187,828 and $513,261, respectively.

For the years ended December 31, 2019 and 2018, the Company has provided computer services to Union Glory Gold Holdings Limited and earned a service income of $86,939 and $6,389, respectively. Union Glory Gold Holdings Limited is under the control of the Company.

On September 24, 2019, the Company entered into a share exchange agreement (the “SEA”) with Conperin Group Inc. (“Conperin”) and Conperin’s shareholders whereby the Company issued 187,546,887 new common shares in exchange for all of the issued and outstanding common shares of Conperin, which totaled 2,500,000. Conperin is a private limited liability company, incorporated and domiciled in the British Virgin Islands. The Company and Conperin were under common control before the acquisition. Among the 187,546,887 new common shares, 131,282,821 shares were issued to our CEO and Director of the Company, and 56,264,066 shares were issued to a Director of the Company.

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

The Company’s principal executive offices are located in Hong Kong. The office premises were provided by our CEO at no charge to the Company.

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

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Item 14. Principal Accounting Fees and Services.

The following table shows the fees that were billed for the audit and other services provided by our principal auditor, for the periods presented, as follows:

	Fiscal Year Ended December 31, 2019		Fiscal Year Ended December 31, 2018
Audit Fees:
L&L CPAs, PA	$	15,500	$	-
WWC, P.C.		26,000		19,241
Audit-Related Fees		-		-
Tax Fees:
WWC, P.C.		7,000		3,500
All Other Fees		-		-
Total	$	48,500	$	22,741

Audit Fees

- This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees

- This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.

Tax Fees

- This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees

- This category consists of fees for other miscellaneous items.

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PART IV

Item 15. Exhibits

(a)

1. Financial Statements

The consolidated financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Consolidated Financial Statements” on page F-1 and included on pages F-2 through F-15.

2. Financial Statement Schedules

All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.

3. Exhibits

Exhibit Number		Description
2.1		Stock Purchase Agreement by and among the Company, Joseph Ho and Shan Ho dated September 24, 2019 (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2019)

3.1		Amended and Restated Articles of Incorporation as filed with the Secretary of State of Nevada on May 23, 2016 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 25, 2016)

3.2		Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-201239) filed with the SEC on December 23, 2014).

10.1		Form of Share Purchase Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 24, 2016).

21.1*		Subsidiaries of the Registrant

31.1*		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2*		Rules 13a-14(a) and 15d-14(a) Certification of Chief Financial Officer

32.1*		Section 1350 Certification of Chief Executive Officer

32.2*		Section 1350 Certification of Chief Financial Officer

101.INS*		XBRL INSTANCE DOCUMENT

101.SCH*		XBRL TAXONOMY EXTENSION SCHEMA

101.CAL*		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF*		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB*		XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE*		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

________

* Filed herewith.

Item 16. Form 10-K Summary.

None.

SIGNATURE

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 hereunto duly authorized.

	Union Bridge Holdings Limited

Dated: March 10, 2020	By:	/s/ Joseph Ho
		Joseph Ho
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Joseph Ho	Chief Executive Officer and Director	March 10, 2020
Joseph Ho	(principal executive officer)

/s/ Kenny Chow	Chief Financial Officer	March 10, 2020
Kenny Chow	(principal financial and accounting officer)

/s/ Shan Ho	Director	March 10, 2020
Shan Ho

Union Bridge Holdings Limited

Consolidated Financial Statements

December 31, 2019 and 2018

Contents		Page

Reports of Independent Registered Public Accounting Firms		F-2

Consolidated Balance Sheets		F-4

Consolidated Statements of Operations and Comprehensive Loss		F-5

Consolidated Statements of Changes in Stockholders’ Deficit		F-6

Consolidated Statements of Cash Flows		F-7

Notes to Consolidated Financial Statements		F-8

F-1

FL Office

7951 SW 6^th Street, Suite 216

Plantation, FL 33324

Tel: 954-424-2345

Fax: 954-424-2230

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Union Bridge Holdings Limited

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Union Bridge Holdings Limited and its subsidiaries (“the Company”) as of December 31, 2019 and the related statement of operations, stockholders’ deficit, cash flow and the related notes to consolidated financial statements (collectively referred to as the consolidated financial statements) for the year ended December 31, 2019. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

The Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has an accumulated deficit, recurring losses, and expects continuing future losses, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The firm has served this client since October 2019.

/s/ L&L CPAS, PA

L&L CPAS, PA

Certified Public Accountants

Plantation, FL

The United States of America

March 4, 2020

www.llcpas.net

F-2

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:	The Board of Directors and Stockholders of
	Union Bridge Holdings Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Union Bridge Holdings Limited (the Company) as of December 31, 2018 and 2017, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the two years ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had incurred substantial losses during the year, and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these matters are described in Note 1. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WWC, P.C.

Certified Public Accountants

We have served as the Company’s auditor since August 11, 2017

San Mateo, California

March 11, 2019

F-3

Table of Contents

UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2019			2018
ASSETS
Current Assets
Cash and cash equivalent	$	22,339		$	97,870
Prepaid expenses and deposits		135,112			58,662
Inventories		30,715			-
Total Current Assets		188,166			156,532
TOTAL ASSETS	$	188,166		$	156,532

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		294,635			128,183
Due to related parties		1,187,828			513,261
Total Current Liabilities		1,482,463			641,444
Total Liabilities		1,482,463			641,444

Stockholders' Deficit
Preferred stock, $0.001 par value, 20,000,000 shares authorized; No shares issued and outstanding		-			-
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 241,146,887 and 53,600,000 shares issued and outstanding		241,147			53,600
Additional paid in capital		97,542			-
Accumulated deficit		(1,632,986	)		(538,429	)
Accumulated other comprehensive loss		-			(83	)
Total Stockholders' Deficit		(1,294,297	)		(484,912	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	188,166		$	156,532

See accompanying notes to the consolidated financial statements

F-4

Table of Contents

UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	For the Year Ended
	December 31,
	2019			2018
Revenues - related party	$	86,939		$	6,389
Cost of revenue		(63,938	)		(3,774	)
Gross profit		23,001			2,615

Operating Expenses
General and administrative expenses		723,212			74,874
Professional fees		203,760			154,562
Total operating expenses		926,972			229,436

Loss from operations		(903,971	)		(226,821	)

Other income (expense)
Interest income		39			34
Consultancy income		-			9,027
Tax penalty		(371	)		(71,426	)
Loss on disposal of subsidiaries		(7,662	)		-
Sundry expenses		(134	)		-
Total other expense		(8,128	)		(62,365	)

Loss before taxes		(912,099	)		(289,186	)

Income tax		-			-

Net loss	$	(912,099	)	$	(289,186	)

Other comprehensive income (loss)
Foreign currency translation		1,861			(83	)
Realization of other comprehensive loss upon disposal of subsidiaries		(1,778	)		-
Total comprehensive loss	$	(912,016	)	$	(289,269	)

Basic and dilutive loss per common share	$	(0.01	)	$	(0.01	)

Weighted average number of common shares outstanding - basic and diluted		104,468,882			53,600,000

See accompanying notes to the consolidated financial statements

F-5

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UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

	Common Stock				Additional Paid in		Accumulated			Accumulated Other Comprehensive
	Shares		Amount		Capital		Deficit			Loss			Total
Balance, December 31, 2017		53,600,000	$	53,600	$	-	$	(249,243	)	$	-		$	(195,643	)

Net loss		-		-		-		(289,186	)		-			(289,186	)
Foreign currency translation		-		-		-					(83	)		(83	)
Balance, December 31, 2018		53,600,000	$	53,600	$	-	$	(538,429	)	$	(83	)	$	(484,912	)

Issue of shares for acquisition of subsidiaries		187,546,887		187,547		-		(182,458	)		-			5,089
Debt forgiveness by related parties		-		-		97,542		-			-			97,542
Net loss		-		-		-		(912,099	)		-			(912,099	)
Foreign currency translation		-		-				-			1,861			1,861
Realization of other comprehensive loss upon disposal of subsidiaries		-		-				-			(1,778	)		(1,778	)
Balance, December 31, 2019		241,146,887	$	241,147	$	97,542	$	(1,632,986	)	$	-		$	(1,294,297	)

See accompanying notes to the consolidated financial statements

F-6

Table of Contents

UNION BRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended
	December31,
	2019			2018

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(912,099	)	$	(289,186	)
Adjustments to reconcile net loss to net cash used in operations:
Loss on disposal of subsidiaries		3,993			-
Expenses paid by related parties		594,053			38,707
Changes in operating assets and liabilities:
Prepaid expenses and deposits		(82,627	)		(45,829	)
Inventory		(30,715	)		-
Accounts payable and accrued liabilities		166,856			65,859
Net Cash Used in Operating Activities		(260,539	)		(230,449	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash disposed with subsidiaries		(3,669	)		-
Net Cash Used in Investing Activities		(3,669	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties		202,328			266,244
Repayment to related parties		(15,360	)		-
Net Cash Provided By Financing Activities		186,968			266,244

Effects on changes in foreign exchange rate		1,709			(83	)

Net change in cash and cash equivalents		(75,531	)		35,712
Cash and cash equivalents, beginning of period		97,870			62,158
Cash and cash equivalents, end of period	$	22,339		$	97,870

Supplemental cash flow information
Interest received	$	39		$	34
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

Non-cash investing and financing transactions:
Common stock issued for acquisitions of subsidiaries	$	187,547		$	-
Debt forgiveness	$	97,542		$	-

See accompanying notes to the consolidated financial statements

F-7

Table of Contents

UNION BRIDGE HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Recent Developments

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

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

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

On May 25, 2018, UC established Sino Silver (Qianhai) Holdings Ltd. (“Sino Silver Qianhai”), a wholly owned entity in the PRC, to engage in the provision of elderly home care services, to establish senior care centers and to provide community services. As of December 31, 2019, UC is ready to be engaged in the business activities of the Company.

On September 20, 2018, Sino Silver Qianhai established Sino Sliver (Beijing) Elderly Service Ltd. (“Sino Silver Beijing”) in the PRC, to engage in the provision of elderly home care services, to establish senior care centers and to provide community services in Beijing region.

On December 27, 2018, the Company’s subsidiary UC established Sino Silver (Zhuhai Hengqin) Elderly Service Limited (“Sino Silver Zhuhai”), a wholly owned entity in the PRC engaging the elderly home care services, senior care centers and community services.

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

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

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

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

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

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Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss of $912,099 for the year ended December 31, 2019. As of December 31, 2019, the Company had an accumulated deficit of $1,632,986, working capital deficit of $1,294,297, and stockholders’ deficit of $1,294,297; its net cash used in operating activities for year ended December 31, 2019 was $260,539.

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

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Basis of Consolidation

These financial statements include the accounts of the Company and its wholly-owned subsidiaries: First Channel Limited (“FC”), UB, PC, WH, UC, Conperin, Circle BVI, Circle HK and Circle International. These financial statements have also included the accounts of the subsidiaries previously wholly owned by the Company and have been disposed during the year, up to the date of disposal of the subsidiaries: UB Trading, Sino Silver Qianhai, Sino Silver Beijing and Sino Silver Zhuhai. All intercompany sales, purchases, balances, investments, and capital have been eliminated.

Use of Estimates

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

Foreign Currency Translation and Re-measurement

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

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

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

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

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

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

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

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

	December 31,		December 31,
	2019		2018
Spot RMB: USD exchange rate	$	0.1436	$	0.1454
Average RMB: USD exchange rate	$	0.1448	$	0.1451
Spot HKD: USD exchange rate	$	0.1280	$	0.1280
Average HKD: USD exchange rate	$	0.1280	$	0.1278

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

Cash and Cash Equivalents

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

Prepaid expenses

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

Inventories

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

Fair value of financial instruments

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

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

●

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

●

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

●

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

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

Commitments and contingencies

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

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

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

Income taxes

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

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Hong Kong is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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

Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. As of December 31, 2019, the Company has no dilutive securities.

Related Parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

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Revenue recognition

The Company adopts ASC606 “Revenue Recognition”, and recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

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

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

Reclassification

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

Recent Accounting Pronouncements

In October 2018, FASB issued ASU No. 2018-17,

Consolidation - Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810).

ASU No. 2018-17 guidance eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. This pronouncement is effective for public entities for fiscal years ending after December 15, 2019, with early adoption permitted. The Company does not expect the adoption to have a material impact on its consolidated financial statements.

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

NOTE 3 –

BUSINESS COMBINATION

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

	March 12,
	2019
ASSETS	$	-

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

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

NOTE 4 – PREPAID EXPENSES AND DEPOSITS

	December 31,		December 31,
	2019		2018
Prepaid expenses	$	12,000	$	53,312
Deposits for platform design		111,846		-
Sundry deposits		11,266		5,350
	$	135,112	$	58,662

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NOTE 5 – INVENTORIES

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

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31,		December 31,
	2019		2018
Accounts payable	$	55,015	$	-
Accrued charges		239,620		128,183
	$	294,635	$	128,183

NOTE 7 – INCOME TAXES

Union Bridge Holdings Limited was formed in 2014. Prior to the establishments of subsidiaries in China in 2018, the Company only had operations in the United States. In February 2018, the Company became the parent of Union Beam Trading ( Shenzhen ) Limited, a China subsidiary, which files tax returns in China. In March 2019, the Company became the parent of Circle YY Technologies Hong Kong Limited, a Hong Kong subsidiary, which files tax returns in Hong Kong.

For the years ended December 31, 2019 and 2018, the local (“United States of America”) and foreign components of loss before income taxes were comprised of the following:

		For the Year Ended
		December 31,
		2019			2018
Tax jurisdiction from:
	-Local	$	(585,559	)	$	(253,815	)
	-PRC		(74,793	)		(35,371	)
	-HongKong		(251,747	)		-
Loss before income taxes		$	(912,099	)	$	(289,186	)

United States of America

Union Bridge Holdings Limited operates in the United States and files tax returns in these jurisdictions.

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company’s financial statements for the period ended December 31, 2019 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21% as well as other changes. The reconciliation of income tax rate to the effective income tax rate for the year ended December 31, 2019 and 2018 is as follows:

	For the Year Ended
	December 31,
	2019			2018

Loss before income taxes from US operation	$	(585,559	)	$	(253,815	)
Statutory income tax rate		21.00	%		21.00	%
Income tax expense at statutory rate		(122,967	)		(53,301	)
Tax losses carryforward		122,967			53,301
Income tax expense	$	-		$	-

As of December 31, 2019, the operations in the United States incurred $1,271,075 of cumulative net operating losses which can be carried forward to offset future taxable income. The Company has provided for a full valuation allowance against the deferred tax assets of $289,338 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

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China

The Company’s subsidiaries UB Trading, Sino Silver Qianhai, Sino Silver Beijing and Sino Silver Zhuhai operating in China is subject to the China Corporate Income Tax at a standard income tax rate range of 25% on the assessable income arising in China during its tax year. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2019 and 2018 is as follows:

	For the Year Ended
	December 31,
	2019			2018

Loss before income taxes from China operation	$	(74,793	)	$	(35,371	)
Statutory income tax rate		25.00	%		25.00	%
Income tax expense at statutory rate		(18,698	)		(8,843	)
Tax losses carryforward		18,698			8,843
Income tax expense	$	-		$	-

As of December 31, 2019, the operations in China incurred $110,164 of cumulative net operating losses which can be carried forward to offset future taxable income. The Company has provided for a full valuation allowance against the deferred tax assets of $27,541 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future and the subsidiaries in China have been disposed during the year.

Hong Kong

The Company’s subsidiary Circle HK operating in Hong Kong is subject to the Hong Kong Profits Tax at a standard income tax rate range of 8.25% on the assessable income arising in Hong Kong during its tax year. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2019 and 2018 is as follows:

	For the Year Ended
	December 31,
	2019			2018

Loss before income taxes from Hong Kong operation	$	(251,747	)	$	-
Statutory income tax rate		8.25	%		8.25	%
Income tax expense at statutory rate		(20,769	)		-
Tax losses carryforward		20,769			-
Income tax expense	$	-		$	-

As of December 31, 2019, the operations in Hong Kong incurred $2251,747 of cumulative net operating losses which can be carried forward to offset future taxable income. The Company has provided for a full valuation allowance against the deferred tax assets of $20,769 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

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The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of December 31, 2019 and 2018:

	December 31,			December 31,
	2019			2018
Deferred tax assets:
Net operating loss carryforwards
United States	$	289,338		$	166,371
China		27,541			8,843
Hong Kong		20,769			-
Total		337,648			175,214
Less: valuation allowance		(337,648	)		(175,214	)
Net deferred tax asset	$	-		$	-

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $337,648 as of December 31, 2019. In the period, the valuation allowance increased by $162,434.

NOTE 8 - RELATED-PARTY TRANSACTIONS

As of December 31, 2019 and 2018, the balances owed to the related parties totaled $1,187,828 and $513,261, respectively.

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

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

NOTE 9 - STOCKHOLDERS’ DEFICIT

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

Common stock

During the year ended December 31, 2019, the Company issued Common Stock as follows:

●

On September 24, 2019, in connection with the Exchange with Conperin (see Notes 1 and 8), the Company issued 187,546,887 shares of Common Stock.

As of December 31, 2019 and 2018, 241,146,887 and 53,600,000 shares of Common Stock were issued and outstanding, respectively.

NOTE 10 – CONCENTRATION RISK

During the years ended December 31, 2019 and 2018, 100% of the revenue of $86,939 and $6,389, respectively, was received from a single client, who is a related party to the Company (Note 8).

NOTE 11 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2019, up through the date the Company issued the financial statements. During the period, the Company did not have any material recognizable subsequent events.

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Filing Compare · UNION BRIDGE HOLDINGS LTD.