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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