Overview
We were incorporated under the laws of the State of Nevada on May 6, 2014 under
the name Costo, Inc. to engage in the business of distributing automobile parts
and components necessary for the maintenance and repair of automobiles and
specialty equipment, including construction and road machinery, principally in
China, Europe and certain Commonwealth of Independent States countries. We
changed our name to Union Bridge Holdings Limited on May 23, 2016 in connection
with our expanded business plan under which we determined to expand operations
into 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.
Recent Development
On February 2, 2018, the Company's subsidiary Union Beam Investment Limited
("UB") established Qianhai Lianqiao Investment Consulting (Shenzhen) Company
Limited, renamed as Union Beam Trading (Shenzhen) Limited ("UB Trading"), a
wholly foreign owned entity in the People's Republic of China ("PRC"), to engage
in the sale of healthcare products and services. On November 6, 2019, the
Company disposed UB Trading to an unrelated party at no consideration.
On May 25, 2018, our subsidiary, Union Care Investment Limited in Hong Kong
("UC") established Sino Silver (Qianhai) Holdings Ltd. ("Sino Silver Qianhai"),
a wholly owned entity in the PRC, 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 is ready to be engaged in the business
activities of the Company. On November 6, 2019, the Company disposed Sino Silver
Qianhai to an unrelated party at no consideration. A loss of approximately
$1,800 incurred in connection with the disposal of UB Trading and Sino Silver
Qianhai.
On December 27, 2018, the Company's subsidiary UC established Sino Silver
(Zhuhai Hengqin) Elderly Service Limited ("Sino Silver Zhuhai"), a wholly owned
entity in the PRC engaging the elderly home care services, senior care centers
and community services. As of September 30, 2019, Sino Silver Zhuhai is ready to
be engaged in the business activities of the Company.
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.
We develop and operate CircleYY, a mobile-based social networking and premium
e-commerce app and website platform that will also use impactful editorial
content to promote a balanced quality of life for families and seniors aged 50
and above by understanding their behavior, tastes and needs. The platform
enables users around the world to share family stories, build meaningful
interactions between 50+ users and their family members, discover and buy
fashion, beauty and other daily accessories products. We connect people and
facilitate human interactions based on cities, interests and a variety of
activities including pictures and short videos.
The launch of CircleYY was planned to take place at the end of December 2019.
Within the first quarter of 2020, we are planning to build a user base of
100,000, rising to 500,000 by the end of 2020.
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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.
As a global platform, CircleYY will target a global audience with content
designed for universal appeal amongst family members, notably 50+, along with a
local focus for marketing campaigns. The initial opening market will be Hong
Kong SAR, followed by similar markets in the Asia-Pacific area and subsequently
Europe and North America.
On September 27, 2019, our wholly-owned subsidiary Conperin Group Inc.
established Circle YY International Inc., a limited company incorporated in the
British Virgin Islands ("Circle International"), to engage in new business when
any suitable business opportunity arises. As of September 30, 2019, Circle
International is ready to be engaged in the business activities of the Company.
On November 11, 2019, our subsidiary Circle YY Technologies Limited launched its
unique ecosystem technology covering social networking, content and e-commerce.
RESULTS OF OPERATIONS
We are a development stage company and have generated minimal 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 following comparative analysis on results of operations was based on the
comparative financial statements, footnotes and related information for the
years ended December 31, 2019 and 2018. This analysis should be read in
conjunction with the financial statements and the notes to those statements that
are included elsewhere in this report.
Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018
Years ended
December 31,
2019 2018 Change %
Revenues - related party $ 86,939 $ 6,389 $ 80,550 1,261 %
Cost of revenue (63,938 ) (3,774 ) (60,164 ) 1,594 %
Gross Profit 23,001 2,615 20,386 780 %
General and administrative expenses (723,212 ) (74,874 ) (648,338 ) 866 %
Professional fees
(203,760 ) (154,562 ) (49,198 ) 32 %
Interest income 39 34 5 15 %
Consultancy income - 9,027 (9,027 ) (100 %)
Tax penalty (371 ) (71,426 ) 71,055 (99 %)
Loss on disposal of subsidiaries (7,662 ) - (7,662 ) -
Sundry expenses (134 ) - (134 ) -
Net loss $ (912,099 ) $ (289,186 ) $ (622,913 ) 215 %
During the years ended December 31, 2019 and December 31, 2018 we generated
revenue, from a related party, of $86,939 and $6,389, respectively. The increase
in revenue is due to increased work done in the website design.
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Operating Expenses
Total operating expenses for the year ended December 31, 2019, increased by
$697,536 to $926,972 compared to the year ended December 31, 2018. The increases
were primarily a result of an increase in payroll and marketing expenses. We are
unable to predict the level of our operating expenses as we continue to develop
our business.
Net Loss
The net loss for the year ended December 31, 2019 was $912,099, an increase of
$622,913 compared to the year ended December 31, 2018. The increase is primarily
a result of increase in general and administrative expenses.
Liquidity and Capital Resources
December 31, December 31,
2019 2018 Change %
Cash $ 22,339 $ 97,870 $ (75,531 ) (77 %)
Total assets $ 188,166 $ 156,532 $ 31,634 20 %
Total liabilities $ 1,482,463 $ 641,444 $ 841,019 131 %
Stockholders' equity (deficit) $ (1,294,297 ) $ (484,912 ) $ (809,385 ) 167 %
December 31, December 31,
2019 2018 Change %
Current assets $ 188,166 $ 156,532 $ 31,634 20 %
Current liabilities $ 1,482,463 $ 641,444 $ 841,019 131 %
Working capital deficiency $ (1,294,297 ) $ (484,912 ) $ (809,385 ) 167 %
Liquidity is the ability of an enterprise to generate adequate amounts of cash
to meet its needs for cash requirements. As of December 31, 2019, we had a
working capital deficit of $1,294,297, an increase of $809,385 from our working
capital deficit of $484,912 at December 31, 2018. The increase in the deficit is
primarily a result of an increase in accounts payable and accrued liabilities
and due to related parties, As of December 31, 2019, our total assets were
$188,166 compared to $156,532 in total assets at December 31, 2018. Total assets
as of December 31, 2019 were comprised of $22,339 in cash and cash equivalents,
$135,112 in prepaid expenses and $30,715 in inventory, while as at December 31,
2018 total assets were comprised $97,870 in cash and $58,662 in prepaid
expenses. As of December 31, 2019, our current liabilities were $1,482,463
comprised of $1,187,828 due to related parties and $294,635 for accounts payable
and accrued liabilities. As of December 31, 2018, our current liabilities were
$641,444 comprised of $531,261 due to related parties and $128,183 in accounts
payable and accrued liabilities.
Years ended
December 31,
2019 2018 Change %
Cash used in operating activities $ (260,539 ) $ (230,449 ) $ (30,090 ) 13 %
Cash used in investing activities (3,669 )
- (3,669 ) -
Cash provided by financing (30
activities 186,968 266,244 (79,276 ) %)
Effects on changes in foreign (2,159
exchange rate 1,709 (83 ) 1,792 %)
Net change in cash and cash (312
equivalents $ (75,531 ) $ 35,712 $ (111,243 ) %)
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Cash Flows From Operating Activities
We have not generated positive cash flows from operating activities. Net cash
used in operating activities for the year ended December 31, 2019 was $260,539
primarily due to a net loss of $912,099 which was reduced by expenses of
$594,053 paid by a related party on behalf of the Company, $3,993 loss on
disposal of subsidiaries, and a net increase in change in operating assets and
liabilities of $53,514. Net cash flows used in operating activities was $230,449
for the year ended December 31, 2018 primarily due to a net loss of $289,186 and
an increase in prepaid expenses of $45,829, which was reduced by the increase in
expenses of $38,707 paid by a related party on behalf of the Company and an
increase in accounts payable and accrued liabilities of $65,859.
Cash Flows From Investing Activities
Net cash used in investing activities for the year ended December 31, 2019 was
$3,669 from cash disposed with subsidiaries.
Cash Flows From Financing Activities
We have financed our operations primarily from advances from shareholders. For
the year ended December 31, 2019, net cash provided by financing activities was
$186,968 arising from a loan from related parties of $202,328 reduced by
repayment to related parties of $15,360. For the year ended December 31, 2018,
net cash provided by financing activities was $266,244 arising from a loan from
our principal shareholder.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through
further issuances of our securities and loans from our executive officers and
principal shareholders, including Joseph Ho. Our working capital requirements
are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated
cash flow are not expected to be adequate to fund our operations and potential
acquisitions over the next twelve months. We have no lines of credit or other
bank financing arrangements. Generally, we have financed operations to date
through the proceeds of the private placement of equity and debt instruments. In
connection with our business plan, management anticipates additional increases
in operating expenses and capital expenditures relating to: (i) the acquisition
of businesses in the health-related industry; (ii) acquisition of inventory;
(iii) developmental expenses associated with a start-up business; and (iv)
marketing expenses. We intend to finance these expenses with further issuances
of equity securities and debt instruments. Thereafter, we expect we will need to
raise additional capital and generate revenues to meet long-term operating
requirements. Additional issuances of equity or convertible debt securities will
result in dilution to our current shareholders. Further, such securities might
have rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations.
Material Commitments
As of December 31, 2019, we had no material commitments, other than the
following:
Chang Mai Project
On March 23, 2018, our subsidiary, Windsor Honour Limited ("WHL") entered into a
Binding Heads of Agreement with the owner of a land parcel for a senior care
facility to be established in Chang Mai, Thailand. The parties will negotiate in
good faith toward definitive agreements regarding the project. WHL would lease
the land and be the developer of the project and would own the buildings on the
site. WHL would have full control of the design and supervision of the
construction of the project, as well as daily operations and management of the
project. The land owner would be responsible for obtaining necessary
construction, operation and other permits for the project and would provide
necessary liaison with government officials. Total investment in the project for
development and construction is estimated to be approximately 200 million Thai
Baht (approximately US$6.4 million at current exchange rates), for which WHL
would be responsible to obtain financing. WHL would also be responsible for
arranging financing of operating costs until they can be funded from operations.
The project would lease the land for 90 years with automatic renewals, each for
30 years. The total rent for the first 90 years would be 10 million Thai Baht
(approximately US$320,000 at current exchange rates). In addition to the rent,
WHL may consider a discretionary bonus to the land owner (with details to be
agreed in the definitive agreements).
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Upon signing the definitive agreement, WHL will pay 2 million Thai Baht
(approximately US$64,300 at current exchange rates) as a deposit to the land
owner within 90 days, which will be refundable if the development plan for the
land as a senior nursing home facility has not been approved by the competent
government authority within one year, or if before that date such authority has
definitively denied the application for the development plan upon the request of
WHL. Otherwise, the deposit will be applied to the rent for the land.
No assurance can be given, however, that the Chang Mai, Thailand senior facility
project will be successfully developed and operated because, (i) WHL may not
successfully negotiate definitive agreements for the project, (ii) required
permits may not be obtained, and (iii) required financing may not be obtainable.
Inflation
In the opinion of management, inflation has not and will not have a material
effect on our operations in the immediate future. Management will continue to
monitor inflation and evaluate the possible future effects of inflation on our
business and operations.
Off-Balance Sheet Arrangements
As of the date of this Annual Report, we do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.
Going Concern
As reflected in the accompanying consolidated financial statements, the Company
had an accumulated deficit at December 31, 2019 of $1,294,297, a net loss for
the year ended December 31, 2019 of $912,099 and net cash used in operating
activities for the year ended December 31, 2019 of $260,539. These conditions
raise substantial doubt about our ability to continue as a going concern.
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 to that
effect. The ability of the Company to continue as a going concern is dependent
upon its ability to further implement its business plan and generate sufficient
revenues and in its ability to raise additional funds.
The audited 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 auditors' report accompanying our financial statements contain
an explanatory paragraph expressing substantial doubt about our ability to
continue as a going concern. The financial statements have been prepared
"assuming that we will continue as a going concern," which contemplates that we
will realize our assets and satisfy our liabilities and commitments in the
ordinary course of business.
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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.
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