U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For quarterly period ended ~~September~~March 3031, ~~2019~~2020

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

Union Bridge Holdings Limited

(Name of Registrant in its Charter)

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

Suite 4801, 48/F, Central Plaza, 18

Harbour Road, Wan Chai, Hong Kong S.A.R.

(Address of Principal Executive Offices)

Provide a copy of communications to:

Loeb & Loeb ~~LLP~~LLP345 Park AveNew York, New York 10154

New York, New York 10154

Attn: Giovanni Caruso

Registrant’s telephone number, including area code: (852) 2468 3103

Not applicable.

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

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

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	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

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

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

As of ~~November~~May 124, ~~2019~~2020, 241,146,887 shares of the registrant’s common stock, par value $0.001, were ~~issued and~~ outstanding.

UNION BRIDGE HOLDINGS LIMITED

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2019~~2020

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Consolidated Condensed Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018 (audited)	4
	Condensed Consolidated Balance Sheets as of March 31, 2020 (unaudited) and December 31, 2019 (audited)	4
	Consolidated Condensed Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2019 and 2018 (unaudited)	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2020 and March 31, 2019 (unaudited)	5
	Consolidated Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended September 30, 2019 and 2018 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and March 31, 2019 (unaudited)	6
	Consolidated Condensed Statements of Changes in Stockholders’ Deficit for the Nine months Ended September 30, 2019 and 2018 (unaudited)	7
	Notes to Condensed Financial Statements (unaudited)	8
	Consolidated Condensed Statements of Cash Flows for the Nine months Ended September 30, 2019 and 2018 (unaudited)	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
	Notes to Consolidated Financial Statements (unaudited)	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 4.	Controls and Procedures	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2022
Item 1A.	Risk Factors	2022
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2022
Item 3.	Defaults Upon Senior Securities	2022
Item 4.	Mine Safety Disclosures	2022
Item 5.	Other Information	2022
Item 6.	Exhibits	2123
Signatures		2224

2 ~~Table of Contents~~

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this quarterly report on Form 10-Q. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this quarterly report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this quarterly report on Form 10-Q.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with, or furnish to, the SEC.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this quarterly report on Form 10-Q, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Table of Contents

~~PART~~UNION IBRIDGE -HOLDINGS ~~FINANCIAL INFORMATION~~LIMITED

~~ITEM~~CONSOLIDATED 1.BALANCE ~~FINANCIAL STATEMENTS~~SHEETS

~~UNION BRIDGE HOLDINGS LIMITED~~(UNAUDITED)

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2020			2019
ASSETS
Current Assets
Cash and cash equivalent	$	6,639		$	22,339
Accounts receivable		43,115			-
Prepaid expenses and deposits		281,266			135,112
Inventories		46,520			30,715
Total Current Assets		377,540			188,166
TOTAL ASSETS	$	377,540		$	188,166

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		386,298			294,635
Due to related parties		1,551,814			1,187,828
Total Current Liabilities		1,938,112			1,482,463
Total Liabilities		1,938,112			1,482,463

Stockholders' Deficit
Preferred stock, $0.001 par value, 20,000,000 shares authorized; No shares issued and outstanding		-			-
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 241,146,887 shares issued and outstanding		241,147			241,147
Additional paid in capital		97,542			97,542
Accumulated deficit		(1,899,261	)		(1,632,986	)
Total Stockholders' Deficit		(1,560,572	)		(1,294,297	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	377,540		$	188,166

~~(UNAUDITED)~~See accompanying notes to the unaudited consolidated condensed financial statements

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

Table of Contents

~~See~~UNION ~~accompanying~~BRIDGE ~~notes~~HOLDINGS ~~to the unaudited consolidated condensed financial statements~~LIMITED

4CONSOLIDATED ~~Table~~STATEMENTS ofOF ~~Contents~~OPERATIONS AND COMPREHENSIVE LOSS

~~UNION BRIDGE HOLDINGS LIMITED~~(UNAUDITED)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	For the Three Months Ended
	March 31,
	2020			2019
Revenues – related party	$	-		$	21,659
Revenues – unrelated party		43,365			-
Cost of Revenue		(21,787	)		(15,938	)
Gross profit		21,578			5,721

Operating Expenses
General and administrative expenses		256,936			42,089
Professional fees		30,917			19,170
Total operating expenses		287,853			61,259

Loss from operations		(266,275	)		(55,538	)

Other income
Interest income		-			15
Total other income		-			15

Net loss	$	(266,275	)	$	(55,523	)

Other comprehensive loss
Foreign currency translation		-			(534	)
Total comprehensive loss	$	(266,275	)	$	(56,057	)

Basic and dilutive loss per common share	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding - basic and diluted		241,146,887			53,600,000

~~(UNAUDITED)~~See accompanying notes to the unaudited consolidated condensed financial statements

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

Table of Contents

~~See~~UNION ~~accompanying~~BRIDGE ~~notes~~HOLDINGS ~~to the unaudited consolidated condensed financial statements~~LIMITED

5CONSOLIDATED ~~Table~~STATEMENTS ofOF ~~Contents~~CHANGES IN STOCKHOLDERS' DEFICIT

~~UNION BRIDGE HOLDINGS LIMITED~~(UNAUDITED)

~~CONSOLIDATED~~For ~~STATEMENTS~~the OFthree ~~CHANGES~~months INended ~~STOCKHOLDERS’~~March ~~DEFICIT~~31, 2020 and 2019:

(UNAUDITED)

					Additional					Accumulated other
	Common Stock				Paid in		Accumulated			comprehensive
	Shares		Amount		Capital		Deficit			income (loss)		Total

Balance, December 31, 2019		241,146,887	$	241,147	$	97,542	$	(1,632,986	)	$	-	$	(1,294,297	)
Net loss		-		-		-		(266,275	)		-		(266,275	)
Balance, March 31, 2020		241,146,887	$	241,147	$	97,542	$	(1,899,261	)	$	-	$	(1,560,572	)

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

					Additional					Accumulated other
	Common Stock				Paid in		Accumulated			comprehensive
	Shares		Amount		Capital		Deficit			loss			Total
Balance, December 31, 2018		53,600,000	$	53,600	$	-	$	(538,429	)	$	(83	)	$	(484,912	)
Net loss		-		-		-		(55,523	)		-			(55,523	)
Foreign currency translation loss		-		-				-			(534	)		(534	)
Balance, March 31, 2019		53,600,000	$	53,600	$	-	$	(593,952	)	$	(617	)	$	(540,969	)

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

See accompanying notes to the unaudited consolidated condensed financial statements

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

Table of Contents

~~See~~UNION ~~accompanying~~BRIDGE ~~notes~~HOLDINGS ~~to the unaudited consolidated condensed financial statements~~LIMITED

6CONSOLIDATED ~~Table~~STATEMENTS ofOF ~~Contents~~CASH FLOWS

~~UNION BRIDGE HOLDINGS LIMITED~~(UNAUDITED)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT

	Forthe Three Months Ended
	March31,
	2020			2019

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(266,275	)	$	(55,523	)
Expenses paid by related parties		160,917			-
Changes in operating assets and liabilities:
Accounts receivable		(43,115	)		-
Prepaid expenses and deposits		(146,154	)		15,374
Inventory		(15,805	)		-
Accounts payable and accrued liabilities		91,663			(66,167	)
Net Cash Used in Operating Activities		(218,769	)		(106,316	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties		222,300			73,449
Repayment to related parties		(19,231	)		-
Net Cash Provided By Financing Activities		203,069			73,449

Effects on changes in foreign exchange rate		-			(534	)

Net change in cash and cash equivalents		(15,700	)		(33,401	)
Cash and cash equivalents, beginning of period		22,339			97,870
Cash and cash equivalents, end of period	$	6,639		$	64,469

Supplemental cash flow information
Interest received	$	-		$	15
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

~~(UNAUDITED)~~See accompanying notes to the unaudited consolidated condensed financial statements

~~For~~7 ~~the~~Table ~~nine~~of ~~months ended September 30, 2019 and 2018:~~Contents

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

UNION BRIDGE HOLDINGS LIMITED

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

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~See~~MARCH ~~accompanying~~31, ~~notes to the unaudited consolidated condensed financial statements~~2020

~~7 Table of Contents~~(UNAUDITED)

~~UNION~~NOTE ~~BRIDGE~~1 ~~HOLDINGS~~– ~~LIMITED~~ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN

~~CONSOLIDATED~~UNION ~~STATEMENTS~~BRIDGE OFHOLDINGS ~~CASH~~LIMITED ~~FLOWS~~(the “Company”) was incorporated under the laws of the State of Nevada on May 6, 2014. The Company‘’s principal business activities are as described below in “Recent Developments”.

~~(UNAUDITED)~~Recent Developments

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

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.

8On ~~Table~~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 ~~Contents~~China (“PRC”), to engage in the sale of healthcare products and services.

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

~~NOTES~~On TOMay ~~INTERIM~~25, ~~CONSOLIDATED~~2018, ~~FINANCIAL~~UC ~~STATEMENTS~~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.

~~SEPTEMBER~~On 30September 20, ~~2019~~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 (~~UNAUDITED~~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.

~~NOTE~~On 1September –24, ~~ORGANIZATION~~2019, ~~DESCRIPTION~~the OFCompany ~~BUSINESS~~entered into a share exchange agreement (the “SEA”) with Conperin Group Inc. (“Conperin”) and Conperin’s shareholders whereby the Company issued 187,546,887 ~~AND~~new ~~GOING~~common ~~CONCERN~~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.

~~UNION~~On ~~BRIDGE~~March ~~HOLDINGS~~12, ~~LIMITED~~2019, ~~(the~~Conperin ~~“Company”)~~established ~~was~~Circle ~~incorporated~~YY ~~under~~Technologies ~~the laws of the State of Nevada on May 6~~Inc., ~~2014.~~a ~~The~~limited ~~Company~~company ~~did~~incorporated ~~not~~in ~~have~~the ~~operations~~British ~~that~~Virgin ~~generated~~Islands ~~revenues~~(“Circle ~~and~~BVI”). ~~positive~~Circle ~~cash flows; however, the Company~~BVI’s ~~management~~principal ~~has~~business ~~been~~activity ~~reviewing~~is investment ~~opportunities~~holding. ~~As described below in “Recent Developments”, Management has identified certain opportunities that it believes may generate profits for the Company in the future.~~

~~Recent~~On ~~Developments~~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.

~~The~~On ~~Company~~September ~~incorporated~~27, ~~two~~2019, ~~new~~Conperin ~~wholly~~established ~~owned~~Circle ~~subsidiaries~~YY inInternational ~~the British Virgin Islands: 1~~Inc.), ~~Phoenix~~a ~~Creation~~limited ~~Global~~company ~~Limited~~incorporated ~~(“PC”)~~in onthe ~~October~~British ~~26,~~Virgin ~~2017~~Islands ~~and 2.) Windsor Honour Limited~~ (“WHCircle International”). onAs ~~October~~of 30March 31, ~~2017~~2020, ~~respectively.~~Circle ~~These~~International ~~subsidiaries~~are ~~were~~ready ~~formed with the intent~~ to ~~sell~~be ~~healthcare~~engaged ~~products~~in ~~and~~the ~~services~~business toactivities ~~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~~Company.

On8 ~~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”), to engage in the sale of healthcare products and services.~~Contents

On ~~February~~November 136, ~~2018~~2019, the Company’s ~~subsidiary~~disposed PCof ~~established~~UB ~~Union~~Trading, ~~Care~~Sino ~~Investment~~Silver ~~Limited~~Qianhai ~~(“UC”)~~and inSino ~~Hong~~Silver ~~Kong,~~Beijing to ~~engage~~unrelated inparties at no consideration. On December 17, 2019, the ~~provision~~Company disposed of ~~senior~~Sino ~~care~~Silver ~~services~~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.

OnGoing May 25, 2018, UC established Sino Silver (Qianhai) Holdings Ltd. (“Sino Silver Qianhai”), a wholly owned entity in the PRC, to engage in the provision of elderly home care services, to establish senior care centers and to provide community services. As of September 30, 2019, UC and Sino Silver Qianhai are ready to be engaged in the business activities of the Company.Concern

OnThe ~~September~~accompanying ~~20,~~unaudited ~~2018,~~interim ~~Sino~~consolidated ~~Silver~~financial ~~Qianhai~~statements ~~established~~have ~~Sino~~been ~~Sliver~~prepared ~~(Beijing)~~assuming ~~Elderly~~that ~~Service~~the ~~Ltd.~~Company ~~(“Sino~~will ~~Silver~~continue ~~Beijing”)~~as ina ~~the~~going ~~PRC~~concern; however, tothe ~~engage~~Company inhas ~~the~~incurred ~~provision~~a net loss of ~~elderly~~$266,275 ~~home~~for ~~care~~the ~~services,~~period toended ~~establish~~March ~~senior~~31, ~~care~~2020. ~~centers~~As ~~and~~of toMarch ~~provide~~31, ~~community~~2020, ~~services~~the inCompany ~~Beijing~~had ~~region.~~an Asaccumulated deficit of ~~September 30~~$1,899,261, ~~2019~~working capital deficit of $1,560,572, ~~Sino~~and ~~Silver~~stockholders’ ~~Beijing~~deficit ~~are~~of ~~ready~~$1,560,572; toits benet ~~engaged~~cash used in ~~the~~operating ~~business~~ activities offor ~~the~~period ~~Company~~ended March 31, 2020 was $218,769.

OnThese ~~December~~factors ~~27,~~raise ~~2018,~~substantial doubt on the Company’'s ~~subsidiary~~ability UCto ~~established~~continue ~~Sino~~as ~~Silver~~a ~~(Zhuhai~~going ~~Hengqin)~~concern. ~~Elderly~~The ~~Service~~accompanying ~~Limited~~financial ~~(“Sino~~statements ~~Silver~~do ~~Zhuhai”),~~not ainclude ~~wholly~~any ~~owned~~adjustments ~~entity~~that inmight result from the ~~PRC~~outcome ~~engaging~~of this uncertainty. Management’s plan for the ~~elderly~~Company’s ~~home~~continued ~~care~~existence ~~services~~is dependent upon Management's ability to identify investment opportunities, ~~senior~~develop ~~care~~those ~~centers~~opportunities ~~and~~to ~~community~~generate ~~services.~~profit; Asadditionally, ofManagement ~~September~~will 30need to continue to rely on certain related parties to provide funding for investment, ~~2019~~working capital, ~~Sino~~and ~~Silver~~general ~~Zhuhai~~corporate ~~are~~purposes, ~~ready~~and management expertise to bethe ~~engaged~~Company inat ~~the~~less ~~business~~than ~~activities~~prevailing ofmarket rates. If Management is unable to execute its plan, the Company may become insolvent.

OnThe ~~September 24, 2019, the~~ Company’s ~~entered~~controlling ~~into~~shareholder aand ~~share~~Chief ~~exchange~~Executive ~~agreement~~Officer ~~(the~~has ~~“SEA”)~~provided ~~with~~a ~~Conperin~~personal ~~Group~~guarantee ~~Inc.~~of ~~(“Conperin”)~~loan ~~and~~that ~~Conperin’s~~he ~~shareholders~~would ~~whereby~~provide to the Company ~~issued~~of ~~187,546,887~~up ~~new~~to ~~common~~$1 ~~shares~~million ~~in exchange~~ for ~~all~~investment ~~of the issued~~ and ~~outstanding~~working ~~common~~capital ~~shares~~purposes. ofManagement ~~Conperin,~~believes ~~which~~this ~~totaled~~guarantee ~~2,500,000.~~should ~~Conperin~~be isconsidered a ~~private~~material ~~limited~~event ~~liability company, incorporated and domiciled~~ in ~~the~~executing ~~British~~its ~~Virgin~~overall ~~Islands.~~plan ~~The~~described ~~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~~foregoing.

OnNOTE ~~March~~2 ~~12,~~- ~~2019,~~SIGNIFICANT ~~Conperin~~ACCOUNTING ~~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.~~POLICIES

9Basis ~~Table~~ of ~~Contents~~Presentation

OnThe ~~March~~accompanying ~~27,~~unaudited ~~2019,~~interim ~~Conperin~~consolidated ~~established~~financial ~~Circle~~statements YYhave ~~Technologies~~been ~~Limited,~~prepared ain ~~limited~~accordance ~~company~~with ~~incorporated~~generally accepted accounting principles in ~~Hong~~the ~~Kong~~United States (“~~Circle~~U.S. HKGAAP”). ~~Circle~~for ~~HK’s~~interim ~~principal~~financial ~~business~~information ~~activity~~and iswith ~~development~~the ofinstructions ~~website~~to Form 10-Q and ~~mobile~~Regulation ~~apps~~S-X. toAccordingly, ~~promote~~the ~~positive~~unaudited ~~communication~~interim ~~between~~consolidated financial statements do not include all of the ~~elders~~information and ~~young~~footnotes ~~people~~required by generally accepted accounting principles for complete financial statements.

OnWhen ~~September~~used 27in these notes, ~~2019~~the terms “Union Bridge,”Company,” ~~Conperin~~“we,” ~~established~~“us” ~~Circle~~and YY“our” ~~International~~mean ~~Inc~~Union Bridge Holdings Limited and all entities included in our unaudtied interim consolidated financial statements. In the opinion of management, aall ~~limited~~adjustments ~~company~~consisting ~~incorporated~~of innormal recurring entries necessary for a fair statement of the ~~British~~periods ~~Virgin~~presented ~~Islands~~for: (~~“Circle~~a) ~~International”~~the financial position; (b). Asthe result of ~~September~~operations; ~~30,~~and ~~2019~~(c) cash flows, ~~Circle~~have ~~International~~been ~~are~~made ~~ready~~in order to make the unaudited interim consolidated financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim consolidated financial statements should be ~~engaged~~read in conjunction with the ~~business~~consolidated ~~activities~~financial ofstatements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2019, as filed with the SEC on March 10, 2020.

On9 ~~November~~Table ~~6, 2019, the Company disposed~~ of ~~UB Trading and Sino Silver Qianhai.~~Contents

~~Going~~Basis ~~Concern~~of Consolidation

~~The~~These ~~accompanying unaudited interim consolidated~~ financial statements ~~have~~include ~~been~~the ~~prepared~~accounts ~~assuming~~of ~~that~~ the Company ~~will~~and ~~continue~~its aswholly-owned asubsidiaries: ~~going~~First ~~concern;~~Channel ~~however~~Limited (“FC”), ~~the~~UB, ~~Company~~PC, ~~has~~WH, ~~incurred~~UC, aConperin, ~~net~~Circle ~~loss~~BVI, ofCircle ~~$445,121~~HK ~~for~~and ~~the~~Circle ~~nine~~International. ~~months~~These ~~ended~~financial ~~September~~statements ~~30,~~have ~~2019.~~also Asincluded the accounts of ~~September~~the ~~30,~~subsidiaries ~~2019,~~previously wholly owned by the Company ~~had~~and anhave ~~accumulated~~been ~~deficit~~disposed ofduring $1the year,~~166,008,~~ ~~working~~up ~~capital~~to ~~deficit~~the date of ~~$922,628,~~disposal ~~and~~of ~~stockholders’~~the ~~deficit~~subsidiaries: ofUB ~~$922~~Trading,~~628;~~ ~~its~~Sino ~~net~~Silver ~~cash~~Qianhai, ~~used~~Sino inSilver ~~operating~~Beijing ~~activities~~and ~~for~~Sino ~~the~~Silver ~~nine~~Zhuhai. ~~months~~All ~~ended~~intercompany ~~September~~sales, 30purchases, ~~2019~~balances, ~~was $216~~investments,~~341~~ and capital have been eliminated.

~~These~~Use factors raise substantial doubt on the Company’s ability to continue as a going concern. The accompanying unaudited interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plan for the Company’s continued existence is dependent upon Management’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.Estimates

The ~~Company’s~~preparation ~~controlling~~of ~~shareholder~~financial ~~and~~statements ~~Chief~~in ~~Executive~~conformity ~~Officer~~with ~~has~~U.S. ~~provided~~GAAP arequires ~~personal~~management ~~guarantee~~to ofmake ~~loan~~estimates ~~that~~and heassumptions ~~would~~that ~~provide~~affect to the ~~Company~~reported amounts of upassets toand $1liabilities ~~million~~and ~~for~~disclosure ~~investment~~of ~~and~~contingent ~~working~~assets ~~capital~~and ~~purposes.~~liabilities ~~Management~~at ~~believes~~the ~~this~~date ~~guarantee~~of ~~should~~the befinancial ~~considered~~statements aas ~~material~~well ~~event~~as inthe ~~executing~~reported ~~its~~amount ~~overall~~of ~~plan~~revenues ~~described~~and inexpenses during the ~~foregoing~~reporting period. Actual results could differ from these estimates.

~~NOTE~~Foreign 2Currency -Translation ~~SIGNIFICANT~~and ~~ACCOUNTING POLICIES~~Re-measurement

~~Basis~~The Company translates its foreign operations to the U.S. dollar in accordance with ASC 830, “Foreign Currency Matters”, except for the translation for Hong Kong dollar, which uses a fixed rate of ~~Presentation~~0.1280. Since Hong Kong dollar is pledged to U.S. dollar, management considers any difference between the market rate and the fixed rate of 0.1280 as having no significant effect in the Company’s financial statements.

The ~~accompanying~~reporting ~~unaudited~~currency ~~interim~~for ~~consolidated~~the ~~financial~~Company ~~statements~~and ~~have~~its ~~been~~subsidiaries ~~prepared~~is inthe ~~accordance~~U.S. ~~with~~dollar. ~~generally~~The ~~accepted~~functional ~~accounting~~currency ~~principles~~of inFC, ~~the~~PC, ~~United~~WH ~~States~~and (“UB is U.S. ~~GAAP”)~~dollar; ~~for~~the ~~interim~~functional ~~financial~~currency ~~information~~of ~~and~~UB ~~with~~Trading, ~~the~~Sino ~~instructions~~Silver toQianhai, ~~Form~~Sino ~~10-Q~~Silver Beijing and ~~Regulation~~Sino ~~S-X.~~Silver ~~Accordingly,~~Zhuhai ~~the~~is ~~unaudited~~Chinese ~~interim~~Renminbi ~~consolidated~~(“RMB”); ~~financial~~and ~~statements~~the dofunctional ~~not~~currencies ~~include all~~ of ~~the~~UC, ~~information~~Conperin, ~~and~~Circle ~~footnotes~~BVI, ~~required~~Circle byHK ~~generally~~and ~~accepted~~Circle ~~accounting~~International ~~principles~~is ~~for~~the ~~complete~~Hong ~~financial~~Kong ~~statements~~dollar (“HKD”).

~~When~~The ~~used in these notes, the terms “Union Bridge,”~~Company,”’s ~~“we~~subsidiaries,” ~~“us”~~whose ~~and~~records “our” mean Union Bridge Holdings Limited and all entities included in our unaudtied interim consolidated financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim consolidated financial statements presented not misleading. The results of operations for such interim periods are not ~~necessarily~~maintained ~~indicative of operations for a full year. The accompanying unaudited interim consolidated financial statements should be read~~ in ~~conjunction~~those ~~with the consolidated financial statements and related notes included in the Company~~entities’s ~~Annual~~respective ~~Report~~functional oncurrencies, ~~Form 10~~re-K,measure ~~for~~their ~~the~~records ~~year~~into ~~ended~~their ~~December~~functional ~~31,~~currency ~~2018,~~ as ~~filed with the SEC on March 11, 2019.~~follows:

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

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

~~These~~The ~~unaudited interim consolidated financial statements include the accounts of the~~ Company’s ~~and its wholly-owned~~ subsidiaries~~: First Channel Limited (“FC”)~~, ~~UB,~~whose ~~PC,~~functional ~~WH,~~currency UBis ~~Trading,~~not ~~UC,~~the ~~Sino~~U.S. ~~Silver Qianhai~~dollar, ~~Sino~~translate ~~Silver~~their ~~Beijing,~~records ~~Sino~~into ~~Silver~~the ~~Zhuhai, Conperin, Circle BVI, Circle HK and Circle International~~ U.S. ~~All~~dollar ~~intercompany~~as ~~sales, purchases, balances, investments, and capital have been eliminated.~~follows:

~~Use~~● Assets and liabilities at the rate of ~~Estimates~~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

~~The~~Adjustments ~~preparation~~arising offrom ~~financial~~such ~~statements~~translations inare ~~conformity~~included ~~with~~in ~~U.S.~~accumulated ~~GAAP~~other ~~requires~~comprehensive ~~management~~income toin ~~make~~shareholders’ 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 periodequity. ~~Actual results could differ from these estimates.~~

Foreign Currency Translation and Re-measurement

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

The ~~Company~~RMB ~~translates~~is ~~its~~not freely convertible into foreign ~~operations~~currency toand 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 inat ~~accordance~~the ~~with~~rates ~~ASC~~used ~~830,~~in ~~“Foreign Currency Matters”~~translation.

~~The~~Cash ~~reporting currency for the Company~~ and ~~its~~Cash 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”).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 ~~subsidiaries,~~bank ~~whose~~deposits ~~records~~ are ~~not~~held ~~maintained~~with large financial institutions located in ~~those~~Hong ~~entities’~~Kong. ~~respective~~These ~~functional~~deposits ~~currencies~~are not protected under FDIC; however, ~~re-measure~~the ~~their~~Company ~~records~~has ~~into~~determined ~~their~~that ~~functional~~there ~~currency~~is asno ~~follows:~~significant credit risk for these deposits and does not believe these institutions will become insolvent.

·10 ~~Monetary~~Table ~~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~~Contents

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

The Company’s ~~subsidiaries,~~makes ~~whose~~certain ~~functional~~payments ~~currency~~for isgeneral ~~not~~corporate purposes to service providers that render services over time. The Company amortizes these services to its results of operations over the Uspan of time that the services are contracted.S. ~~dollar,~~Certain ~~translate~~prepayments ~~their~~that ~~records~~are ~~into~~to be delivered after one operating period to the UCompany have been classified as long-term prepaid expenses.S. ~~dollar~~Management does not believe these prepayments qualify as ~~follows:~~financial instruments that require fair value consideration and disclosure.

· 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 periodInventories

~~Adjustments~~Inventories ~~arising~~are ~~from~~computed ~~such~~using ~~translations~~the ~~are~~first-in, ~~included~~first-out inmethod ~~accumulated~~and ~~other~~valued ~~comprehensive~~at ~~income~~the inlower ~~shareholders’~~of ~~equity~~cost or net realizable value. The Company periodically reviews inventories for obsolescence and any inventories identified as obsolete are written down or written off.

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

Fair value of financial instruments

The ~~RMB~~carrying isvalue ~~not~~of ~~freely~~the ~~convertible~~Company’s ~~into~~financial ~~foreign~~instruments: ~~currency~~cash and ~~all~~cash ~~foreign~~equivalents, ~~exchange~~accounts ~~transactions~~receivable, ~~must~~prepaid ~~take~~expenses ~~place~~and ~~through~~deposits, ~~authorized~~accounts ~~institutions.~~payable Noand ~~representation~~accrued isliabilities ~~made~~and ~~that~~amount ~~the~~due ~~RMB~~to ~~amounts~~a ~~could~~related ~~have~~party ~~been,~~at ortheir ~~could~~fair ~~be,~~values ~~converted~~because ~~into~~of ~~U.S.~~the ~~dollar~~short-term atnature ~~the~~of ~~rates~~these ~~used~~financial ~~in translation~~instruments.

11The ~~Table~~Company also follows the guidance of ~~Contents~~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:

~~Cash~~● ~~and~~Level ~~Cash~~1 ~~Equivalents~~: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

~~The~~● ~~Company~~Level ~~considers~~2 ~~all~~: ~~highly~~Inputs ~~liquid~~are based upon quoted prices for similar instruments ~~with~~in aactive ~~maturity~~markets, ofquoted ~~three~~prices ~~months~~for identical or ~~less~~similar atinstruments ~~the~~in ~~time~~markets ofthat ~~issuance~~are tonot beactive, ~~cash~~and ~~equivalents.~~model-based ~~The~~valuation ~~Company’s~~techniques ~~bank~~(e.g. ~~deposits~~Black-Scholes ~~are~~Option-Pricing ~~held~~model) ~~with~~for ~~large~~which ~~financial~~all ~~institutions~~significant ~~located~~inputs are observable in ~~Hong~~the ~~Kong.~~market ~~These~~or ~~deposits~~can ~~are~~be ~~not~~corroborated ~~protected~~by ~~under~~observable ~~FDIC;~~market ~~however,~~data ~~the~~for ~~Company~~substantially ~~has~~the ~~determined~~full ~~that~~term ~~there~~of isthe noassets ~~significant~~or ~~credit~~liabilities. ~~risk~~Where ~~for~~applicable, these ~~deposits~~models project future cash flows and ~~does~~discount ~~not~~the ~~believe~~future ~~these~~amounts ~~institutions~~to ~~will~~a ~~become~~present ~~insolvent.~~value using market-based observable inputs; and

~~Revenue~~● ~~recognition~~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.

~~The~~Fair ~~Company~~value ~~adopts~~estimates ~~ASC606~~are ~~“Revenue~~made ~~Recognition”,~~at ~~and~~a ~~recognizes~~specific ~~revenue~~point ~~when~~in ~~control~~time ofbased ~~the~~on ~~promised~~relevant ~~goods~~market orinformation ~~services~~about isthe ~~transferred~~financial toinstrument. ~~customers,~~These estimates are subjective in annature ~~amount~~and ~~that~~involve ~~reflects~~uncertainties ~~the~~and ~~consideration~~matters weof ~~expect~~significant tojudgment and, therefore, cannot be ~~entitled~~determined towith precision. Changes in ~~exchange~~assumptions ~~for~~could ~~those~~significantly ~~goods~~affect orthe ~~services~~estimates.

~~The~~Commitments ~~Company~~and 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:contingencies

·The ~~identify~~Company follows subtopic 450-20 of the ~~contract~~FASB ~~with~~Accounting aStandards ~~customer;~~Codification ·to ~~identify~~report accounting for contingencies. Certain conditions may exist as of the ~~performance~~date ~~obligations~~the financial statements are issued, which may result in a loss to the ~~contract;~~Company, ·but ~~determine~~which ~~the~~will ~~transaction~~only ~~price;~~be ·resolved ~~allocate~~when ~~the~~one ~~transaction~~or ~~price~~more future events occur or fail to ~~performance~~occur. ~~obligations~~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 ~~contract;~~Company ~~and~~evaluates ·the ~~recognize~~perceived ~~revenue~~merits of any legal proceedings or un-asserted claims as well as the ~~performance~~perceived ~~obligation~~merits isof ~~satisfied~~the amount of relief sought or expected to be sought therein.

~~Reclassification~~11 Table of Contents

~~Certain~~If ~~amounts~~the ~~from~~assessment ~~prior~~of ~~periods~~a ~~have~~contingency indicates that it is probable that a material loss has been ~~reclassified~~incurred toand ~~conform~~the toamount of the ~~current~~liability ~~period~~can ~~presentation~~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.

~~Recent~~Loss ~~Accounting~~contingencies ~~Pronouncements~~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.

InIncome February 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 adoption of ASC 842, did not have a material effect on the Company’s consolidated financial statements.taxes

~~Management~~The ~~has~~Company ~~considered~~complies ~~all~~with ~~recent~~the accounting ~~pronouncements~~and ~~issued~~reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. ~~The~~Deferred ~~Company’s~~income ~~management~~tax ~~believes~~assets ~~that~~and ~~these~~liabilities ~~recent~~are ~~pronouncements~~computed for differences between the financial statement and tax bases of assets and liabilities that will ~~not~~result ~~have~~in afuture ~~material~~taxable ~~effect~~or deductible amounts, based on enacted tax laws and rates applicable to the ~~Company’s~~periods ~~consolidated~~in ~~financial~~which ~~statements~~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.

~~NOTE~~ASC 3Topic –740 ~~ACCOUNTS~~prescribes ~~PAYABLE~~a ~~AND~~recognition ~~ACCRUED~~threshold ~~LIABILITIES~~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 March 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

	September 30,2019		December 31,2018
Accounts payable	$	39,015	$	-
Accrued charges		113,013		128,183
	$	152,027	$	128,183

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.

~~NOTE~~Net 4loss -per ~~RELATED-PARTY TRANSACTIONS~~share

~~For~~The ~~the~~Company ~~nine~~calculates ~~months~~net ~~ended~~loss ~~September~~per ~~30,~~share ~~2019~~in accordance with ASC Topic 260, ~~the~~“Earnings ~~Company~~per ~~received~~Share.” Basic income per share is computed by dividing the net ~~advances~~income ~~from~~by the ~~Company’s~~weighted-average ~~director,~~number ~~who~~of common shares outstanding during the period. Diluted income per share is ~~also~~computed ~~our~~similar ~~CEO~~to ~~and~~basic ~~majority~~income ~~shareholder,~~per ~~and~~share ~~Union~~except ~~Glory~~that ~~Gold~~the ~~Holdings~~denominator ~~Limited~~is ~~(“Union~~increased ~~Glory”),~~to ainclude ~~Company~~the ~~controlled~~number byof ~~our~~additional ~~CEO~~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 ~~$151~~March 31,~~064~~ 2020, the Company has no dilutive securities.

12Related ~~Table of Contents~~Parties

AsParties, ofwhich ~~September~~can 30be a corporation or individual, ~~2019~~are ~~and~~considered ~~December~~to 31be related if the Company has the ability, ~~2018~~directly or indirectly, to control the ~~balances~~other ~~owed~~party toor exercise significant influence over the ~~related~~other ~~parties~~party ~~totaled~~in ~~$825,230~~making financial and ~~$513,261,~~operational ~~respectively~~decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

~~For~~Revenue ~~the~~recognition nine months ended September 30, 2019, the Company has provided computer services to Union Glory Gold Holdings Limited and earned a service income of $65,179. Union Glory Gold Holdings Limited is under the control of the Company.

OnThe ~~September 24, 2019, the~~ Company ~~entered~~adopts ~~into~~ASC606 ~~a share exchange agreement (the~~ “~~SEA”)~~Revenue ~~with Conperin Group Inc. (“Conperin~~Recognition”), and ~~Conperin’s~~recognizes ~~shareholders~~revenue ~~whereby~~when ~~the~~control ~~Company issued 187,546,887 new common shares in exchange for all~~ of the ~~issued~~promised ~~and~~goods ~~outstanding~~or ~~common~~services ~~shares of Conperin, which totaled 2,500,000. Conperin~~ is atransferred ~~private~~to ~~limited liability company~~customers, ~~incorporated and domiciled~~ in ~~the~~an ~~British~~amount ~~Virgin~~that ~~Islands.~~reflects ~~The Company and Conperin were under common control before~~ the ~~acquisition.~~consideration ~~Among~~we ~~the~~expect ~~187,546,887~~to ~~new~~be ~~common~~entitled ~~shares, 131,282,821 shares were issued~~ to ~~our~~in ~~CEO~~exchange ~~and~~for ~~Director~~those ofgoods ~~the~~or ~~Company, and 56,264,066 shares were issued to a Director of the Company~~services.

~~The~~12 ~~Company’s~~Table ~~principal~~of ~~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.~~Contents

The Company isderives ~~subject~~its torevenues from the ~~risk~~rendering ~~that~~of ifcomputer ~~the~~consulting ~~related~~services ~~parties~~and doselling ~~not~~of ~~continue~~health toproducts. ~~provide~~The ~~services~~Company ~~and~~applies ~~advances~~the following five steps in order to ~~fund~~determine the ~~company’s~~appropriate ~~operations~~amount orof ~~expansion,~~revenue orto ifbe ~~those~~recognized ~~related~~as ~~parties~~it ~~demand~~fulfills ~~immediate~~its ~~repayment,~~obligations ~~the~~under ~~Company~~each ~~may~~of ~~become~~its ~~insolvent.~~agreements:

~~NOTE~~● 5identify -the ~~STOCKHOLDERS’~~contract ~~DEFICIT~~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.

~~The~~Recent ~~Company~~Accounting ~~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.~~Pronouncements

~~Common~~In ~~stock~~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.

~~During~~Management ~~the~~has ~~period~~considered ~~ended~~all ~~September~~recent ~~30,~~accounting ~~2019,~~pronouncements ~~the~~issued. The Company’s ~~issued~~management ~~Common~~believes ~~Stock~~that asthese ~~follows:~~recent pronouncements will not have a material effect on the Company’s financial statements.

~~· On September 24, 2019, in connection with the Exchange with Conperin (see Notes 1 and 3), the Company issued 187,546,887 shares of Common Stock.~~Reclassification

AsCertain ofamounts ~~September~~in ~~30,~~the ~~2019~~comparative ~~and~~financial ~~December~~statements ~~31,~~have ~~2018,~~been ~~241,146,887~~reclassified ~~and~~to ~~53,600,000~~conform ~~shares~~with the presentation of ~~Common~~the ~~Stock~~financial ~~were~~statements ~~issued~~of ~~and~~the ~~outstanding,~~current ~~respectively~~period.

NOTE 63 – ~~CONCENTRATION~~BUSINESS ~~RISK~~COMBINATION

~~During~~The ~~the nine months ended September 30~~assets, ~~2019,~~liabilities ~~100%~~and ofnet ~~the~~asset ~~revenue~~value of ~~$65,179~~Conperin ~~was~~and ~~received~~its ~~from~~subsidiaries aas ~~single~~of ~~client,~~the ~~who~~date isof abeginning ~~related~~of ~~party~~common tocontrol ~~the~~is ~~Company.~~as follow:

NOTE 7 - SUBSEQUENT EVENTS

	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	)

OnThe ~~November~~Company 6,and ~~2019~~Conperin were under common control before the acquisition; therefore, the ~~Company~~transaction ~~disposed~~has UBbeen ~~Trading~~accounted ~~and~~for ~~Sino~~as ~~Silver~~business ~~Qianhai~~combination under common control in accordance to anASC-805-30-5, ~~unrelated~~in ~~party~~which the assets and liabilities of Conperin have been presented at notheir ~~consideration.~~carrying Avalues ~~loss~~at ofthe ~~disposal~~date of ~~approximately~~common $1control on March 12,~~800~~ ~~was~~2019, ~~incurred~~and no goodwill is recognized.

13NOTE ~~Table~~4 of– ~~Contents~~ACCOUNTS RECEIVABLE

~~ITEM~~The 2Company has performed an analysis on all of its accounts receivable and determined that all amounts are collectible by the Company. ~~MANAGEMENT’S~~As ~~DISCUSSION~~such, ~~AND~~all ~~ANALYSIS~~accounts OFreceivable ~~FINANCIAL~~are ~~CONDITION~~reflected ~~AND~~as ~~RESULTS~~a OFcurrent ~~OPERATIONS~~asset and no allowance for bad debt has been recorded as of March 31, 2020 and December 31, 2019. As at March 31, 2020 and December 31, 2019, the Company had accounts receivable of $43,115 and $0, respectively.

~~The~~13 ~~following~~Table management’s discussion and analysis should be read in conjunction with the historical financial statements and the related notes thereto contained in this Quarterly Report. The discussion highlights the Company’s results of operations and the principal factors that have affected the Company’s financial condition, as well as its liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on the Company’s unaudited consolidated financial statements contained in this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read this discussion and analysis together with such financial statements and the related notes thereto. Contents

~~Overview~~NOTE 5 – PREPAID EXPENSES AND DEPOSITS

We were incorporated under the laws of the State of Nevada on May 6, 2014 under the name Costo, Inc. to engage in the business of distributing automobile parts and components necessary for the maintenance and repair of automobiles and specialty equipment, including construction and road machinery, principally in China, Europe and certain Commonwealth of Independent States countries. We changed our name to Union Bridge Holdings Limited on May 23, 2016 in connection with our expanded business plan under which we determined to expand operations into including but not limited to high technology, health care, healthy and high quality life style 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.

	March 31,		December 31,
	2020		2019
Prepaid expenses	$	12,000	$	12,000
Deposits for platform design		129,795		111,846
Trade deposits		128,205		-
Sundry deposits		11,266		11,266
	$	281,266	$	135,112

~~Recent~~NOTE ~~Development~~6 – INVENTORIES

On$9,831 ~~February~~and 2$36,688 ~~2018,~~of the ~~Company’s~~inventories ~~subsidiary~~of ~~Union Beam Investment Limited (“UB”) established Qianhai Lianqiao Investment Consulting (Shenzhen) Company Limited~~$46,520 ~~renamed~~ as ~~Union Beam Trading (Shenzhen) Limited (“UB Trading”), a wholly foreign owned entity in the People’s Republic~~ of ~~China~~March ~~(“PRC”)~~31, to2020 ~~engage~~is infinished ~~the~~clothing ~~sale~~goods ~~of healthcare products~~ and ~~services.~~finished Onsurgical ~~November 6~~masks, ~~2019,~~respectively. ~~the~~There ~~Company~~are ~~disposed~~no UBinventory ~~Trading~~write-offs tomade anas ~~unrelated~~of ~~party~~March at31, ~~no consideration~~2020.

OnAll ~~May~~of ~~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,~~inventories ~~to engage in the provision~~ of ~~elderly home care services~~$30,715 toas ~~establish senior care centers and to provide community services. As~~ of ~~September~~December 3031, 2019, UC is ~~ready~~finished toclothing ~~be engaged in the business activities of the Company~~goods. OnThere ~~November~~are ~~6, 2019, the Company disposed Sino Silver Qianhai to an unrelated party at~~ no ~~consideration.~~inventory Awrite-offs ~~loss~~made as of ~~approximately~~December $131,~~800~~ ~~incurred in connection with the disposal of UB Trading and Sino Silver Qianhai~~2019.

OnNOTE ~~December~~7 ~~27,~~– ~~2018,~~ACCOUNTS ~~the~~PAYABLE ~~Company’s~~AND ~~subsidiary~~ACCRUED UC established Sino Silver (Zhuhai Hengqin) Elderly Service Limited (“Sino Silver Zhuhai”), a wholly owned entity in the PRC engaging the elderly home care services, senior care centers and community services. As of September 30, 2019, Sino Silver Zhuhai is ready to be engaged in the business activities of the Company.LIABILITIES

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

	March 31,		December 31,
	2020		2019
Accounts payable	$	24,804	$	55,015
Accrued charges		361,494		239,620
	$	386,298	$	294,635

14NOTE ~~Table~~8 of- ~~Contents~~RELATED-PARTY TRANSACTIONS

WeFor ~~develop~~the ~~and~~periods ~~operate~~ended ~~CircleYY~~March 31, a2020 ~~mobile-based social networking~~ and ~~premium~~2019, ~~e-commerce~~the ~~app~~Company ~~and~~received ~~website~~advances ~~platform~~of ~~that~~$222,300 ~~will~~and ~~also~~$73,449 ~~use~~from ~~impactful~~the ~~editorial~~Company’s ~~content~~director, towho ~~promote~~is aalso ~~balanced~~our ~~quality~~CEO ~~of life for families~~ and ~~seniors~~majority ~~aged 50 and above by understanding their behavior~~shareholder, ~~tastes~~ and ~~needs.~~Union ~~The~~Glory ~~platform~~Gold ~~enables~~Holdings ~~users~~Limited ~~around~~(“Union ~~the world to share family stories~~Glory”), ~~build~~a ~~meaningful~~Company ~~interactions~~controlled ~~between~~by ~~50+~~our ~~users~~CEO, ~~and~~repaid ~~their family members~~$19,231 ~~discover~~ and ~~buy fashion~~$0, ~~beauty~~ and ~~other~~the ~~daily~~Company’s ~~accessories~~director ~~products.~~paid Weoperating ~~connect~~expenses ~~people~~of ~~and facilitate human interactions based on cities~~$160,917 ~~interests~~ and a$0 ~~variety~~on behalf of ~~activities~~the ~~including~~Company, ~~pictures and short videos~~respectively.

~~The~~As ~~launch~~ of ~~CircleYY~~March is31, ~~planned~~2020 toand ~~take place at the end of~~ December 31, 2019., ~~Within~~ the ~~first~~balances ~~quarter~~owed ~~of 2020, we are planning~~ to ~~build~~the arelated ~~user~~parties ~~base~~totaled ~~of 100~~$1,~~000~~551,814 ~~rising~~and ~~to 500~~$1,~~000~~187,828, ~~by the end of 2020~~respectively.

~~Our~~For ~~CircleYY~~the ~~mobile~~periods ~~application~~ended ~~can~~March be31, ~~downloaded~~2020 and ~~used free of charge~~2019, ~~and~~the weCompany ~~will~~has ~~generate~~provided ~~our~~computer ~~revenues from the various~~ services ~~we offer on our platforms, dedicated~~ to aUnion ~~50+~~Glory ~~client~~Gold ~~base~~Holdings ~~and~~Limited ~~their families: (i) collaborations with brands~~ and ~~users~~earned ona ~~the~~service ~~creation~~income of ~~premium~~$0 ~~content~~and ~~(ii)~~$21,659, ~~the~~respectively. ~~sale~~Union ofGlory ~~advertising~~Gold onHoldings ~~our~~Limited ~~social~~is ~~media~~under ~~platform (iii)~~ the ~~sale~~control ofby ~~third-party~~the ~~branded~~major ~~items,~~shareholder ~~mainly~~of ~~fashion,~~the ~~beauty, daily accessories and services on our e-commerce platform~~Company.

AsOn aSeptember ~~global~~24, ~~platform~~2019, ~~CircleYY~~the ~~will~~Company ~~target~~entered into a ~~global~~share ~~audience~~exchange agreement (the “SEA”) with ~~content~~Conperin ~~designed~~Group Inc. (“Conperin”) and Conperin’s shareholders whereby the Company issued 187,546,887 new common shares in exchange for ~~universal~~all ~~appeal~~of ~~amongst~~the ~~family~~issued ~~members~~and outstanding common shares of Conperin, ~~notably~~which ~~50+~~totaled 2,500,000. ~~along~~Conperin ~~with~~is a ~~local~~private ~~focus~~limited ~~for~~liability ~~marketing~~company, ~~campaigns~~incorporated and domiciled in the British Virgin Islands. The ~~initial~~Company ~~opening~~and ~~market~~Conperin ~~will~~were beunder ~~Hong~~common ~~Kong~~control ~~SAR~~before the acquisition. Among the 187,546,887 ~~followed~~new bycommon ~~similar~~shares, ~~markets~~131,282,821 inshares ~~the~~were ~~Asia-Pacific~~issued ~~area~~to our CEO and ~~subsequently~~Director ~~Europe~~of the Company, and ~~North~~56,264,066 ~~America~~shares were issued to a Director of the Company.

On ~~September~~November 276, 2019, ~~our~~the ~~wholly-owned~~Company ~~subsidiary~~disposed ~~Conperin~~of ~~Group~~UB ~~Inc~~Trading, Sino Silver Qianhai and Sino Silver Beijing to unrelated parties at no consideration. ~~established~~On ~~Circle~~December YY17, ~~International~~2019, ~~Inc~~the Company disposed of Sino Silver Zhuhai to unrelated parties at no consideration. The Company’s director, awho ~~limited~~is ~~company~~also ~~incorporated~~our inCEO and majority shareholder, and Union Glory Gold Holdings Limited have agreed not to require the ~~British~~Company ~~Virgin~~to ~~Islands~~repay ~~(“Circle~~the ~~International”),~~amounts due to ~~engage~~them inby ~~new~~the ~~business~~disposed ~~when~~subsidiaries ~~any~~and ~~suitable~~the ~~business~~Company ~~opportunity~~recorded ~~arises.~~debt Asforgiveness of ~~September 30~~$97,542 ~~2019,~~as ~~Circle~~additional ~~International~~paid isin ~~ready~~capital. toLoss beon ~~engaged~~disposal inof the ~~business~~subsidiaries ~~activities~~have ofbeen charged to the ~~Company~~consolidated statements of operations and comprehensive loss.

On14 ~~November~~Table ~~11,~~of ~~2019, our subsidiary Circle YY Technologies Limited launched its unique ecosystem technology covering social networking, content and e-commerce.~~Contents

~~CircleYY~~The Company’s ~~Management~~principal ~~Team~~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.

AsThe ~~one~~Company ofis ~~our~~subject ~~wholly~~to ~~owned~~the ~~subsidiaries,~~risk ~~CircleYY~~that ~~has~~if athe ~~professional~~related parties do not continue to provide services and ~~experienced~~advances ~~senior~~to ~~management~~fund ~~team~~the ~~with~~company’s aoperations ~~proven~~or ~~track~~expansion, ~~record:~~or if those related parties demand immediate repayment, the Company may become insolvent.

~~Joseph~~NOTE Ho9 ~~is one of the co~~-~~founders~~ ofSTOCKHOLDERS’ ~~CircleYY. A visionary leader and management, he has solid experience in a wide range of businesses in including mining, trading and real estate.~~DEFICIT

~~Shan~~The HoCompany is ~~the~~authorized ~~co-founder~~to ~~and~~issue ~~chief~~up ~~executive~~to ~~officer of CircleYY Technologies Inc.~~1, ~~our wholly-owned subsidiary through Conperin Group Inc.~~000,000,000 ~~which~~shares isof aCommon ~~social networking and e-commerce startup Previously~~Stock, ~~from~~par ~~2013~~value ~~to 2017 Mr~~$0.001 ~~Shan~~per Hoshare, ~~served as a director~~ and ~~chief executive officer at 2377547 Ontario Inc.~~20, ~~operating as Roll Play Café~~000,000 ~~a company based in Canada. and was in charge~~ of ~~the~~Preferred ~~brand development~~Stock, ~~corporate~~par ~~strategy,~~value ~~audit~~$0.001 ~~readiness,~~per ~~and general management~~share.

~~Anthony~~Common Leung, Circle YY’s chief technology officer, has over twenty years’ experience in information technology research and development and management experience in publicly-listed companies, such as Payease Corp.stock

~~Kevin~~During ~~Hin,~~the ~~Circle~~period ~~YY’s~~ended ~~chief~~March ~~marketing officer~~31, ~~has 15 years of experience in sales and marketing~~2020, ~~notably in~~ the ~~fashion~~Company ~~and~~has ~~luxury~~issued ~~retail~~no ~~sectors.~~Common ~~From 2012 to 2018, he was the Deputy Sales Director of the APM Monaco jewellery brand~~Stock.

ByAs ~~combining~~of ~~CircleYY’s~~March ~~management’s~~31, ~~capability~~2020 ~~in implementing growth strategies~~ and ~~in-depth~~December ~~knowledge~~31, in2019, ~~the digital media industry~~241,146,887 weshares ~~believe~~of ~~that~~Common ~~the~~Stock ~~Company~~were isissued ~~poised to capture potential market opportunities in social networking~~ and ~~e-commerce segments~~outstanding.

15NOTE ~~Table~~10 of– ~~Contents~~CONCENTRATION RISK

~~RESULTS~~As OFof ~~OPERATIONS~~March 31, 2020, 98% of the accounts receivable of $43,115 was due from a single client, who is unrelated to the Company.

WeDuring ~~are~~the aperiod ~~company~~ended ~~providing~~March ~~high~~31, ~~technology platform to promote health care~~2020, ~~healthy~~98% ~~and~~of ~~high~~the ~~quality life style or providing any other businesses and services when opportunities arise. We have generated~~ revenue toof ~~date.~~$43,365 Wewas ~~have~~received ~~incurred~~from ~~recurring losses to date. Our financial statements have been prepared assuming that we will continue as~~ a ~~going~~single ~~concern and~~client, ~~accordingly,~~who dois ~~not~~unrelated ~~include adjustments relating~~ to the ~~recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation~~Company. We expect we will require additional capital for business expansion and 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~~During ~~following~~the ~~comparative~~period ~~analysis~~ended onMarch ~~results~~31, of2019, ~~operations~~100% ~~was~~of ~~based on~~ the ~~comparative~~revenue ~~financial~~of ~~statements~~$21,659 ~~footnotes~~was ~~and~~received ~~related~~from ~~information~~a ~~for~~single ~~the three and nine months ended September 30~~client, ~~2019~~who ~~and~~is ~~2018.~~a ~~This~~related ~~analysis~~party ~~should~~to ~~be read in conjunction with~~ the ~~financial~~Company ~~statements~~(Note ~~and the notes to those statements that are included elsewhere in this report~~8).

~~Three~~NOTE ~~Month~~11 ~~Period~~- ~~Ended~~SUBSEQUENT ~~September 30, 2019 Compared to the Three Month Period Ended September 30, 2018~~EVENTS

~~Revenue~~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 March 31, 2020, up through the date the Company issued the financial statements. During the period, the Company did not have any material recognizable subsequent events.

~~For~~15 ~~the~~Table ~~three months ended September 30, 2019 and 2018, we have generated revenue~~ of $21,760 compared with $0 for the same period in 2018. The increase was mainly attributed to revenue from computer service provided by us to Union Glory Gold Holdings Limited, one of our related parties.Contents

~~Cost~~ITEM of2. ~~Revenue~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

~~For~~The following management’s discussion and analysis should be read in conjunction with the ~~three~~historical ~~months~~financial ~~ended~~statements ~~September~~and 30the related notes thereto contained in this Quarterly Report. The discussion highlights the Company’s results of operations and the principal factors that have affected the Company’s financial condition, ~~2019~~as well as its liquidity and capital resources for the periods described, weand ~~had~~provides ~~cost~~information that management believes is relevant for an assessment and understanding of ~~revenue~~the statements of ~~$16,000~~financial ~~compared~~condition ~~with~~and $0results ~~for~~of operations presented herein. The following discussion and analysis are based on the ~~same~~Company’s ~~period~~unaudited financial statements contained in ~~2018~~this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read this discussion and analysis together with such financial statements and the related notes thereto.

~~Operating Expenses~~Overview

~~Total~~We ~~operating~~were ~~expenses~~incorporated ~~for~~under the ~~three~~laws ~~months~~of ~~ended~~the ~~September~~State ~~30,~~of ~~2019~~Nevada ~~were~~on ~~$331~~May 6,~~945,~~ an2014 ~~increase~~under ofthe ~~$256~~name Costo,~~325,~~ ~~compared~~Inc. to engage in the ~~three~~business ~~months~~of ~~ended~~distributing ~~September~~automobile 30parts and components necessary for the maintenance and repair of automobiles and specialty equipment, ~~2018~~including ~~when~~construction ~~total~~and ~~operating~~road ~~expenses~~machinery, ~~were~~principally ~~$75~~in China,~~620.~~ ~~The~~Europe ~~increase~~and ~~was~~certain ~~primarily~~Commonwealth ~~due~~of Independent States countries. We changed our name to ~~increases~~Union Bridge Holdings Limited on May 23, 2016 in ~~salaries~~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 ~~wages~~specialty equipment business and ~~professional~~during ~~fees~~the ~~for~~fourth ~~audit~~quarter ~~services~~of 2017 we determined to discontinue that area of business.

~~Net~~Recent ~~Loss~~Development

~~The~~On ~~net~~September ~~loss~~24, ~~for~~2019, we entered into a Stock Purchase Agreement (the ~~three~~“Purchase ~~months~~Agreement”), ~~ended~~with ~~September~~shareholders 30of Conperin Group Inc., ~~2019~~a ~~was~~British ~~$326~~Virgin Islands company,~~687,~~ anwho ~~increase~~together owned shares constituting 100% of ~~$251,968~~the ~~compared~~issued and outstanding ordinary shares Shares of Conperin Group Inc. Pursuant to the ~~three~~terms ~~months~~of ~~ended~~the ~~September~~Purchase 30Agreement, ~~2018~~the ~~when~~shareholders ~~the~~of ~~net~~Conperin ~~loss~~Group ~~was~~Inc. ~~$74~~transferred to us all of their shares of Conperin Group Inc. in exchange for the issuance of 187,~~719~~546,887 shares of our common stock (the “Stock Purchase”). ~~The~~As ~~increase~~a ~~was~~result ~~primarily~~of the Stock Purchase, we are now a holding company, is engaged in providing technology in digital media industry, including developing a branded social network and e-commerce app platform aiming to promote a high quality of life for families and seniors by using artificial intelligence, blockchain and cognitive e-commerce technology in China, Hong Kong and Asia Pacific. As a result of the ~~increase~~consummation of ~~operating~~the ~~expenses~~Stock Purchase, we are no longer a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

~~Nine~~We ~~Month~~develop ~~Period~~and ~~Ended~~operate ~~September 30~~CircleYY, ~~2019~~a ~~Compared~~mobile-based social networking and premium e-commerce app and website platform that will also use impactful editorial content to promote a balanced quality of life for families and seniors aged 50 and above by understanding their behavior, tastes and needs. The platform enables users around the ~~Nine~~world ~~Month~~to ~~Period~~share ~~Ended~~family ~~September~~stories, 30build meaningful interactions between 50+ users and their family members, ~~2018~~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.

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

~~For~~As ~~the~~a ~~nine~~global ~~months~~platform, ~~ended~~CircleYY ~~September~~is ~~30,~~expected ~~2019,~~to wetarget ~~have~~a ~~generated~~global ~~revenue~~audience ofwith ~~$65~~content designed for universal appeal amongst family members,~~179~~ ~~compared~~notably ~~with~~50+, $0along ~~for~~with ~~the~~a ~~same~~local ~~period~~focus infor ~~2018~~marketing campaigns. The ~~increase~~initial ~~was~~opening ~~mainly~~market ~~attributed~~is intended to ~~revenue~~be ~~from~~Hong ~~computer~~Kong ~~service~~SAR, ~~provided~~followed by ussimilar tomarkets ~~Union~~in ~~Glory~~the ~~Gold~~Asia-Pacific ~~Holdings~~area ~~Limited,~~and ~~one~~subsequently ofEurope ~~our~~and ~~related~~North ~~parties~~America.

~~Cost~~16 Table of ~~Revenue~~Contents

~~For~~On ~~the nine months ended~~ September 3027, 2019, weour ~~have~~wholly-owned ~~cost~~subsidiary ofConperin ~~revenue~~Group ofInc. ~~$47~~established Circle YY International Inc.,~~938~~ ~~compared~~a ~~with~~limited $0company ~~for~~incorporated in the ~~same~~British ~~period~~Virgin Islands (“Circle International”), to engage in ~~2018~~new business when any suitable business opportunity arises. ~~The~~As ~~increase~~of ~~was~~December ~~mainly~~31, ~~attributed~~2019, Circle International is ready to be engaged in the ~~increase~~business activities of ~~revenue~~the Company.

16On ~~Table~~November 11, 2019, our subsidiary Circle YY Technologies Hong Kong Limited, which operates our CircleYY platforms, launched its unique ecosystem technology covering social networking, content and e-commerce. Our CircleYY website platform had 43 and 63 registered members as of ~~Contents~~March 31, 2020 and April 7, 2020, respectively.

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

~~Total~~RESULTS ~~operating~~OF expenses for the nine months ended September 30, 2019 were $461,893, an increase of $291,322, compared to the nine months ended September 30, 2018 when total operating expenses were $170,571. The increase was primarily due to increases in salaries and wages and professional fees for audit services.OPERATIONS

~~Net~~We ~~Loss~~are a development stage company and have not generated revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

The ~~net~~following ~~loss~~comparative ~~for~~analysis ~~the~~on ~~nine~~results ~~months~~of ~~ended~~operations ~~September~~was ~~30,~~based ~~2019~~on ~~was~~the ~~$445,121,~~comparative anfinancial ~~increase~~statements, offootnotes $and ~~205,420~~related ~~compared~~information tofor the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2020 ~~when~~and ~~the~~2019. ~~net~~This ~~loss~~analysis ~~was~~should ~~$239,701.~~be ~~The~~read ~~increase~~in ~~was~~conjunction ~~primarily~~with the ~~result~~financial ofstatements and the ~~increase~~notes to those statements that are included elsewhere in ~~operating~~this ~~expenses~~report.

~~Liquidity~~Three ~~and~~Month ~~Capital~~Period ~~Resources~~Ended March 31, 2020 Compared to the Three Month Period Ended March 31, 2019

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of September 30, 2019, we had a working capital deficit of $922,628, an increase of $437,716 compared to our working capital deficit of $484,912 on December 31, 2018. The increase was primarily attributed to net loss of $445,121.

	For the Three Months Ended
	March 31,
	2020			2019			Change			%
Revenues	$	43,365		$	21,659		$	21,706			100	%
Cost of revenue		(21,787	)		(15,938	)		(5,849	)		37	%
Gross Profit		21,578			5,721			15,857			277	%
General and administrative expenses		(256,936	)		(42,089	)		(214,847	)		510	%
Professional fees		(30,917	)		(19,170	)		(11,747	)		61	%
Interest income		-			15			(15	)		(100	)%
Net loss	$	(266,275	)	$	(55,523	)	$	(210,752	)		380	%

~~Cash Flows From Operating Activities~~Revenue

~~Net~~For ~~cash~~the ~~used~~three inmonths ~~operating~~ended ~~activities~~March ~~for~~31, ~~the~~2020, ~~nine~~we ~~months~~generated ~~ended~~revenue ~~September~~of 30$43,365 ~~2019~~from ~~was~~our ~~$216,341,~~sales of fashion and wellness products via our e-commerce platform compared towith $~~157~~21,~~476~~659 for the ~~nine~~same ~~months~~period ~~ended~~in ~~September~~2019 ~~30,~~from ~~2018.~~computer ~~The~~consulting ~~increase~~services ofprovided ~~$58,865~~to ~~was~~a ~~primarily~~client. aThe ~~result~~increase ofwas ~~increases~~mainly inattributed ~~net~~to ~~loss,~~greater ~~partially~~amount ~~offset~~of bysales ~~increase~~of inproducts ~~expenses~~compared ~~paid~~with bythe ~~related~~computer ~~parties~~consulting services provided.

~~Cash~~17 ~~Flows~~Table ~~From~~of ~~Financing Activities~~Contents

WeCost ~~have~~of financed our operations primarily with advances from shareholders. Net cash provided by financing activities was $135,704 during the nine months ended September 30, 2019 compared to $180,522 in the nine months ended September 30, 2018. The decrease was mainly due to increase in expenses paid by related parties categorized under cash flows from operating activities.Revenue

~~Plan~~For the three months ended March 31, 2020, we had cost of ~~Operation~~revenue ~~and~~of ~~Funding~~$21,787 compared with $15,938 for the same period in 2019. The increase was mainly attributed to greater purchase cost of products for sales compared with the cost of providing computer consulting services.

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

~~Existing~~Total ~~working~~operating ~~capital,~~expenses ~~further~~for ~~advances and debt instruments, and anticipated cash flow are not expected to be adequate to fund our business expansion and potential acquisitions over~~ the ~~next~~three ~~twelve~~ months. Weended ~~have~~March ~~no lines of credit or other bank financing arrangements. In connection with our business plan~~31, ~~management~~2020 ~~anticipates~~were 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$287,853, wean ~~expect~~increase ~~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~~$226, ~~such securities might have rights~~594, ~~preferences~~compared ~~or privileges senior~~ to ~~our~~the ~~common~~three ~~stock.~~months ~~Additional~~ended ~~financing~~March ~~may not be available upon acceptable terms~~31, or2019 atwhen ~~all.~~total Ifoperating ~~adequate~~expenses ~~funds~~were ~~are not available or are not available on acceptable terms~~$61,259. weThe ~~may~~increase ~~not~~was beprimarily ~~able~~due to ~~take~~increase ~~advantage~~in ~~of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations~~salaries.

17Net ~~Table of Contents~~Loss

~~Material~~The ~~Commitments~~net loss for the three months ended March 31, 2020 was $266,275, an increase of $210,752 compared to the three months ended March 31, 2019 when the net loss was $ 55,523. The increase was primarily the result of increase in operating expenses.

OnLiquidity 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 beCapital 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). Resources

Upon signing the definitive agreement, WHL will pay 2 million Thai Baht (approximately US$64,300 at current exchange rates) as a deposit to the land owner within 90 days, which will be refundable if the development plan for the land as a senior nursing home facility has not been approved by the competent government authority within one year, or if before that date such authority has definitively denied the application for the development plan upon the request of WHL. Otherwise, the deposit will be applied to the rent for the land.

	March 31,			December 31,
	2020			2019			Change			%
Cash	$	6,639		$	22,339		$	(15,700	)		(70	)%
Total assets	$	377,540		$	188,166		$	189,374			101	%
Total liabilities	$	1,938,112		$	1,482,463		$	455,649			31	%
Stockholders’ equity	$	(1,560,572	)	$	(1,294,297	)	$	(266,275	)		21	%

No assurance can be given, however, that the Chang Mai, Thailand senior facility project will be successfully developed and operated because, (i) WHL may not successfully negotiate definitive agreements for the project, (ii) required permits may not be obtained, and (iii) required financing may not be obtainable.

	March 31,			December 31,
	2020			2019			Change			%
Current assets	$	377,540		$	188,166		$	189,374			101	%
Current liabilities	$	1,938,112		$	1,482,463		$	455,649			31	%
Working capital deficiency	$	(1,560,572	)	$	(1,294,297	)	$	(266,275	)		21	%

~~Inflation~~Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of March 31, 2020, we had a working capital deficit of $1,560,572, an increase of $266,275 from our working capital deficit of $1,294,297 at December 31, 2019. The increase in the deficit is primarily a result of an increase in accounts payable and accrued liabilities and due to related parties, partially offset by an increase in accounts receivable and prepaid expenses and deposits. As of March 31, 2020, our total assets were $377,540 compared to $188,166 in total assets at December 31, 2019. Total assets as of March 31, 2020 were comprised of $6,639 in cash and cash equivalents, $43,115 in accounts receivable, $281,266 in prepaid expenses and deposits and $46,520 in inventory, while as at December 31, 2019 total assets were comprised $22,339 in cash, $135,112 in prepaid expenses and deposits and $30,715 in inventory. As of March 31, 2020, our current liabilities were $1,938,112 comprised of $1,551,814 due to related parties and $386,298 for accounts payable and accrued liabilities. As of December 31, 2019, our current liabilities were $1,482,463 comprised of $1,187,828 due to related parties and $294,635 in accounts payable and accrued liabilities.

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

	For the Three Months Ended
	March 31,
	2020			2019			Change			%
Cash used in operating activities	$	(218,769	)	$	(106,316	)	$	(112,453	)		106	%
Cash provided by financing activities		203,069			73,449			129,620			176	%
Effects on changes in foreign exchange rate		-			(534	)		534			(100	)%
Net change in cash and cash equivalents	$	(15,700	)	$	(33,401	)	$	17,701			(53	)%

~~Off-Balance~~18 ~~Sheet~~Table ~~Arrangements~~of Contents

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

~~Going~~Net ~~Concern~~cash used in operating activities for the three month period ended March 31, 2020 was $218,769, compared to $106,316 for the three month period ended March 31, 2019. The increase of $112,453 was primarily a result of an increase in net loss and prepaid expenses and deposits, partially offset by expenses paid by related parties, during the period.

~~The~~Cash ~~accompanying~~Flows ~~financial~~From ~~statements~~Financing have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.Activities

AsWe ~~reflected~~have infinanced ~~the~~our ~~accompanying~~operations ~~condensed~~primarily ~~consolidated~~with ~~financial~~advances ~~statements,~~from ~~the~~shareholders. ~~Company~~Net ~~had~~cash anprovided ~~accumulated~~by ~~deficit~~financing ofactivities was $1203,~~166,008,~~069 ~~working~~during ~~capital~~the ~~deficit~~three ofmonth ~~$922,628~~period ~~and~~ended ~~stockholders’~~March ~~deficit of $922~~31,~~628~~ at2020 ~~September~~compared ~~30,~~to ~~2019~~$73,449 ain ~~net loss for~~ the ~~nine~~three ~~months~~month period ended ~~September~~March 3031, 2019. ofThe ~~$445,121~~increase ~~and~~in ~~net~~ cash ~~used~~provided inby ~~operating~~financing activities ~~for~~was ~~the~~primarily ~~nine~~a ~~months~~result ~~ended September 30, 2019~~ of ~~$216,341.~~an ~~These~~increase ~~conditions~~in ~~raise~~advances ~~substantial~~from ~~doubt about our ability to continue as a going concern~~shareholders.

~~The~~Plan ~~Company is attempting to produce sufficient revenue; however, the Company’s cash position is not sufficient to support its daily operations. While the Company believes in the viability~~ of ~~its~~Operation ~~strategy to produce sufficient revenue~~ and in its ability to raise additional funds, there can be no assurances that the Company will accomplish its goals. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds.Funding

~~The~~We ~~condensed~~expect ~~consolidated~~that ~~financial~~working ~~statements~~capital dorequirements ~~not~~will ~~include~~continue ~~any~~to ~~adjustments~~be ~~related~~funded tothrough ~~the~~further ~~recoverability~~issuances ~~and~~of ~~classification~~our ofsecurities ~~recorded~~and ~~asset~~loans ~~amounts~~from orour ~~the~~executive ~~amounts~~officers and ~~classification~~principal ofshareholders, ~~liabilities~~including ~~that~~Joseph ~~might~~Ho. beOur ~~necessary~~working ~~should~~capital ~~the~~requirements ~~Company~~are beexpected ~~unable~~ to ~~continue~~increase asin aline ~~going~~with ~~concern~~the growth of our business.

18Existing ~~Table~~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 ~~Contents~~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.

~~The~~Material ~~independent~~Commitments registered public accounting firm’s opinion accompanying our December 31, 2018 consolidated financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The consolidated financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

~~Critical~~On ~~Accounting~~March ~~Policies~~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).

WeUpon ~~have~~signing ~~identified~~ the ~~following~~definitive ~~policies~~agreement, ~~below~~WHL aswill ~~critical~~pay to2 ~~our~~million ~~business~~Thai ~~and~~Baht ~~results~~(approximately ofUS$64,300 ~~operations.~~at ~~Our~~current ~~reported~~exchange ~~results~~rates) ~~are~~as ~~impacted~~a bydeposit to the ~~application~~land ofowner ~~the~~within ~~following~~90 ~~accounting policies~~days, ~~certain of~~ which ~~require~~will ~~management~~be torefundable ~~make~~if ~~subjective~~the ordevelopment ~~complex~~plan ~~judgments.~~for ~~These~~the ~~judgments~~land ~~involve~~as ~~making~~a ~~estimates~~senior ~~about~~nursing ~~the~~home ~~effect~~facility ofhas ~~matters~~not ~~that~~been ~~are~~approved ~~inherently~~by ~~uncertain~~the ~~and~~competent ~~may~~government ~~significantly~~authority ~~impact~~within ~~quarterly~~one year, or ~~annual~~if ~~results~~before ofthat ~~operations.~~date ~~For~~such ~~all~~authority ofhas ~~these~~definitively ~~policies,~~denied ~~management~~the ~~cautions~~application ~~that~~for ~~future~~the ~~events~~development ~~rarely~~plan ~~develop~~upon ~~exactly as expected, and~~ the ~~best~~request ~~estimates~~of ~~routinely require adjustment~~WHL. ~~Specific~~Otherwise, ~~risks~~the ~~associated~~deposit ~~with~~will ~~these~~be ~~critical~~applied ~~accounting~~to ~~policies~~the ~~are~~rent ~~described~~for in the ~~following paragraphs~~land.

~~Use~~19 Table of ~~Estimates~~Contents

~~The~~No ~~preparation~~assurance ofcan ~~financial~~be ~~statements~~given, inhowever, ~~conformity with U.S. GAAP requires management to make estimates and assumptions~~ that ~~affect~~ the ~~reported~~Chang ~~amounts~~Mai, ofThailand ~~assets~~senior ~~and~~facility ~~liabilities~~project ~~and~~will ~~disclosure~~be ofsuccessfully ~~contingent~~developed ~~assets~~ and ~~liabilities~~operated atbecause, ~~the~~(i) ~~date~~WHL ofmay ~~the~~not ~~financial~~successfully ~~statements~~negotiate asdefinitive ~~well~~agreements asfor the ~~reported~~project, ~~amount~~(ii) ofrequired ~~revenues~~permits ~~and~~may ~~expenses~~not ~~during~~be ~~the~~obtained, ~~reporting~~and ~~period.~~(iii) ~~Actual~~required ~~results~~financing ~~could~~may ~~differ~~not ~~from~~be ~~these estimates~~obtainable.

Inflation

Off-Balance Sheet Arrangements

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

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying condensed consolidated financial statements, the Company had an accumulated deficit at March 31, 2020 of $1,899,261, a net loss for the three months ended March 31, 2020 of $266,275 and net cash used in operating activities for the three months ended March 31, 2020 of $218,769. These conditions raise substantial doubt about our ability to continue as a going concern.

The Company is attempting to produce sufficient revenue; however, the Company’s cash position is not sufficient to support its daily operations. While the Company believes in the viability of its strategy to produce sufficient revenue and in its ability to raise additional funds, there can be no assurances that the Company will accomplish its goals. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds.

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

The independent registered public accounting firm’s opinion accompanying our December 31, 2019 consolidated financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The consolidated financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

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

Table of Contents

Critical Accounting Policies

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

Use of Estimates

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of ~~September~~March 3031, ~~2019~~2020. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of ~~September~~March 3031, ~~2019~~2020 due to the following material weaknesses and significant deficiencies:

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

	·	Significant Deficiencies - Inadequate segregation of duties.

We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe mitigates the impact of the material weaknesses discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the three month period ended ~~September~~March 3031, ~~2019~~2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

1921 Table of Contents

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings involving us or our properties. As of the date of this Quarterly Report on Form 10-Q, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

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

~~In connection with the Stock Purchase we issued an aggregate of 187,546,887 shares of our common stock to Joseph Ho and Shan Ho, who are the shareholders of Conperin Group Inc~~None. We received in exchange from those shareholders 2,500,000 ordinary shares of Conperin Group Inc., representing 100% of the issued and outstanding shares of Conperin Group Inc., which exchange resulted in Conperin Group Inc. becoming our wholly-owned subsidiary. We relied on the status of the shareholders as non-US persons, in claiming an exemption from registration of the shares under Regulation S promulgated under the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

2022 Table of Contents

ITEM 6. EXHIBITS

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

**23 ~~Furnished~~Table ~~herewith~~of Contents

21 Table of Contents

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UNION BRIDGE HOLDINGS LIMITED
Dated: November 12, 2019	By:	/s/ Joseph Ho
Dated: May 4, 2020	By:	/s/ Joseph Ho
	Name:	Joseph Ho
		Name: Joseph Ho
	Title:	Chief Executive Officer
		Title: Chief Executive Officer Officer
Dated: November 12, 2019	By:	/s/ Kenny Chow
Dated: May 4, 2020	By:	/s/ Kenny Chow
	Name:	Kenny Chow
		Name: Kenny Chow
	Title:	Chief Financial Officer
		Title: Chief Financial Officer

2224

Filing Compare · UNION BRIDGE HOLDINGS LTD.