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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 ~~March~~June 3130, 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 of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Jurisdiction ofIncorporation or Organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

Suite 4801, 48/F, Central Plaza, 18

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

(Address of Principal Executive Offices)

Provide a copy of communications to:

Loeb & Loeb LLP
345 Park Ave
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. 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

AsIndicate ofby ~~May~~check 4,mark ~~2020,~~whether ~~241,146,887~~the ~~shares~~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’s ~~common~~was ~~stock,~~required ~~par~~to ~~value~~file ~~$0.001~~such reports), ~~were~~and ~~outstanding~~(2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒

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

As of July 31, 2020, 241,146,887 shares of the registrant’s common stock, par value $0.001, were outstanding.

UNION BRIDGE HOLDINGS LIMITED

FORM 10-Q FOR THE QUARTER ENDED ~~MARCH~~JUNE 3130, 2020

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2020 (unaudited) and December 31, 2019 (audited)	4
	Condensed Consolidated Balance Sheets as of June 30, 2020 (unaudited) and December 31, 2019 (audited)	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2020 and March 31, 2019 (unaudited)	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2020 and June 30, 2019 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and March 31, 2019 (unaudited)	6
	Condensed Consolidated Statement of Changes in Stockholders’ Deficit as of June 30, 2010 and December 31, 2019 (unaudited)	6
	Notes to Condensed Financial Statements (unaudited)	8
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and June 30, 2019 (unaudited)	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
	Notes to Condensed Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	2122
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2223
Item 1A.	Risk Factors	2223
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2223
Item 3.	Defaults Upon Senior Securities	2223
Item 4.	Mine Safety Disclosures	2223
Item 5.	Other Information	2223
Item 6.	Exhibits	2324
Signatures		2425

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

~~UNION~~PART ~~BRIDGE~~I ~~HOLDINGS~~- ~~LIMITED~~FINANCIAL INFORMATION

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

~~(UNAUDITED)~~UNION BRIDGE HOLDINGS LIMITED

	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

CONSOLIDATED BALANCE SHEETS

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

4 Table of Contents

	June 30,			December 31,
	2020			2019
ASSETS
Current Assets
Cash and cash equivalent	$	42,153		$	22,339
Accounts receivable		38,462			-
Prepaid expenses and deposits		153,061			135,112
Inventories		128,205			30,715
Total Current Assets		361,881			188,166
TOTAL ASSETS	$	361,881		$	188,166

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		271,912			243,777
Accounts payable and accrued liabilities - Related parties		76,364			50,858
Due to related parties		1,738,621			1,187,828
Total Current Liabilities		2,086,897			1,482,463
Total Liabilities		2,086,897			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		(2,063,705	)		(1,632,986	)
Total Stockholders' Deficit		(1,725,016	)		(1,294,297	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	361,881		$	188,166

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

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

~~(UNAUDITED)~~UNION BRIDGE HOLDINGS LIMITED

	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

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

5 Table of Contents

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Revenues - related party	$	-		$	21,760		$	-		$	43,419
Revenues - unrelated party		52,520			-			95,885			-
Cost of Revenue		(46,520	)		(16,000	)		(68,307	)		(31,938	)
Gross profit		6,000			5,760			27,578			11,481

Operating Expenses
General and administrative expenses		143,607			27,381			400,543			69,470
Professional fees		26,838			41,308			57,755			60,478
Total operating expenses		170,445			68,689			458,298			129,948

Loss from operations		(164,445	)		(62,929	)		(430,719	)		(118,467	)

Other income
Interest income		-			17			-			32
Total other income		-			17			-			32

Net loss	$	(164,445	)	$	(62,912	)	$	(430,719	)	$	(118,435	)

Other comprehensive income /(loss)
Foreign currency translation		-			1,418			-			884
Total comprehensive loss		(164,445	)		(61,494	)	$	(430,719	)	$	(117,551	)

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

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

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

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

~~(UNAUDITED)~~UNION BRIDGE HOLDINGS LIMITED

~~For~~CONSOLIDATED ~~the~~STATEMENTS ~~three~~OF ~~months~~CHANGES ~~ended~~IN ~~March~~STOCKHOLDERS' ~~31, 2020 and 2019:~~DEFICIT

					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	)

(UNAUDITED)

					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	)

For the three months ended June 30, 2020 and 2019:

See accompanying notes to the unaudited consolidated condensed financial statements

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

Balance, March 31, 2020		241,146,887	$	241,147		97,542	$	(1,899,260	)	$	-	$	(1,560,571	)
Net loss		-		-		-		(164,445	)		-		(164,445	)
Balance, June 30, 2020		241,146,887	$	241,147	$	97,542	$	(2,063,705	)	$	-	$	(1,725,016	)

6 Table of Contents

					Additional					Accumulated other
	Common Stock				Paid in		Accumulated			comprehensive
	Shares		Amount		Capital		Deficit			income (loss)			Total
Balance, March 31, 2019		53,600,000	$	53,600		-	$	(593,952	)	$	(617	)	$	(540,969	)
Net loss		-		-		-		(62,912	)		-			(62,912	)
Foreign currency translation gain		-		-				-			1,418			1,418
Balance, June 30, 2019		53,600,000	$	53,600	$	-	$	(656,864	)	$	801		$	(602,463	)

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

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

~~(UNAUDITED)~~UNION BRIDGE HOLDINGS LIMITED

	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	$	-		$	-

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (CONTINUED)

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

7For ~~Table~~the ofsix ~~Contents~~months ended June 30, 2020 and 2019:

UNION BRIDGE HOLDINGS LIMITED

					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		-		-		-		(430,719	)		-		(430,719	)
Balance, June 30, 2020		241,146,887	$	241,147	$	97,542	$	(2,063,705	)	$	-	$	(1,725,016	)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

					Additional					Accumulated other
	Common Stock				Paid in		Accumulated			comprehensive
	Shares		Amount		Capital		Deficit			income (loss)			Total
Balance, December 31, 2018		53,600,000	$	53,600	$	-	$	(538,429	)	$	(83	)	$	(484,912	)
Net loss		-		-		-		(118,435	)		-			(118,435	)
Foreign currency translation gain		-		-				-			884			884
Balance, June 30, 2019		53,600,000	$	53,600	$	-	$	(656,864	)	$	801		$	(602,463	)

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

~~(UNAUDITED)~~7 Table of Contents

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

~~UNION~~CONSOLIDATED ~~BRIDGE~~STATEMENTS ~~HOLDINGS~~OF ~~LIMITED~~CASH ~~(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”.~~FLOWS

~~Recent Developments~~ (UNAUDITED)

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.

	For the Six Months Ended
	June30,
	2020			2019

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(430,719	)	$	(118,435	)
Changes in operating assets and liabilities:
Accounts receivable		(38,462	)		-
Prepaid expenses and deposits		(17,949	)		26,749
Inventory		(97,490	)		-
Accounts payable and accrued liabilities		28,135			(39,624	)
Accounts payable and accrued liabilities - Related parties		25,506			-
Net Cash Used in Operating Activities		(530,979	)		(131,310	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties		570,024			79,439
Repayment to related parties		(19,231	)		-
Net Cash Provided By Financing Activities		550,793			79,439

Effects on changes in foreign exchange rate		-			884

Net change in cash and cash equivalents		19,814			(50,987	)
Cash and cash equivalents, beginning of period		22,339			97,870
Cash and cash equivalents, end of period	$	42,153		$	46,883

Supplemental cash flow information
Interest received	$	-		$	32
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

Non-cash investing and financing transactions:
Operating expenses paid by related parties	$	550,793		$	-

OnSee ~~February~~accompanying 2,notes 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~~unaudited ofinterim ~~healthcare~~consolidated ~~products~~financial ~~and services.~~statements

On8 ~~February~~Table ~~13, 2018, the Company’s subsidiary PC established Union Care Investment Limited (“UC”) in Hong Kong, to engage in the provision~~ of ~~senior care services.~~Contents

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

OnNOTES ~~September~~TO ~~20,~~INTERIM ~~2018,~~CONSOLIDATED ~~Sino~~FINANCIAL 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. STATEMENTS

OnJUNE ~~December 27~~30, 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. 2020

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

OnNOTE ~~March~~1 ~~12,~~– ~~2019~~ORGANIZATION, ~~Conperin~~DESCRIPTION ~~established~~OF ~~Circle YY Technologies Inc.~~BUSINESS, aAND ~~limited~~GOING ~~company incorporated in the British Virgin Islands (“Circle BVI”). Circle BVI’s principal business activity is investment holding.~~CONCERN

OnUNION ~~March~~BRIDGE ~~27,~~HOLDINGS ~~2019,~~LIMITED ~~Conperin~~(the ~~established~~“Company”) ~~Circle~~was YYincorporated ~~Technologies~~under ~~Limited,~~the alaws ~~limited~~of ~~company~~the ~~incorporated~~State inof ~~Hong~~Nevada ~~Kong~~on ~~(“Circle~~May ~~HK”)~~6, 2014. ~~Circle~~The HKCompany’s principal business ~~activity~~activities isare ~~development~~as ofdescribed ~~website~~below ~~and~~in ~~mobile~~“Recent ~~apps to promote positive communication between the elders and young people~~Developments”.

OnRecent September 27, 2019, Conperin established Circle YY International Inc., a limited company incorporated in the British Virgin Islands (“Circle International”). As of March 31, 2020, Circle International are ready to be engaged in the business activities of the Company.Developments

8The ~~Table~~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 ~~Contents~~motorized wheelchairs, as the first product in an expected portfolio of products targeted at this market.

On ~~November~~February 62, ~~2019~~2018, the Company’s ~~disposed~~subsidiary ofUnion UBBeam ~~Trading,~~Investment ~~Sino~~Limited ~~Silver~~(“UB”) established Qianhai ~~and~~Lianqiao ~~Sino~~Investment ~~Silver~~Consulting ~~Beijing~~(Shenzhen) toCompany ~~unrelated parties at no consideration. On December 17~~Limited, ~~2019,~~renamed ~~the~~as ~~Company~~Union ~~disposed~~Beam ofTrading ~~Sino~~(Shenzhen) ~~Silver~~Limited ~~Zhuhai~~(“UB toTrading”), ~~unrelated~~a ~~parties~~wholly atforeign noowned ~~consideration.~~entity ~~Before~~in the ~~disposal,~~People’s ~~the~~Republic ~~subsidiaries~~of ~~have~~China ~~minimal~~(“PRC”), ~~business~~to ~~activities.~~engage ~~The~~in ~~Company~~the ~~finds~~sale noof ~~business~~healthcare ~~rationale~~products toand ~~maintain these subsidiaries~~services.

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

~~The~~On ~~accompanying~~May ~~unaudited~~25, ~~interim~~2018, ~~consolidated~~UC ~~financial~~established ~~statements~~Sino ~~have~~Silver ~~been~~(Qianhai) ~~prepared~~Holdings ~~assuming~~Ltd. ~~that~~(“Sino ~~the~~Silver ~~Company~~Qianhai”), ~~will~~a ~~continue~~wholly asowned aentity ~~going~~in ~~concern;~~the ~~however~~PRC, ~~the~~to ~~Company~~engage ~~has~~in ~~incurred~~the aprovision ~~net loss~~ of ~~$266,275~~elderly ~~for~~home ~~the~~care ~~period ended March 31~~services, ~~2020.~~to Asestablish ofsenior ~~March~~care ~~31,~~centers ~~2020,~~and ~~the~~to ~~Company~~provide ~~had~~community anservices. ~~accumulated~~As ~~deficit~~ of $1December 31,~~899,261,~~ ~~working capital deficit of $1~~2019,~~560,572,~~ ~~and~~UC ~~stockholders’~~is ~~deficit~~ready ofto ~~$1,560,572;~~be ~~its~~engaged ~~net cash used~~ in ~~operating~~the business activities ~~for~~of ~~period~~the ~~ended March 31, 2020 was $218,769~~Company.

~~These~~On ~~factors~~September ~~raise~~20, ~~substantial~~2018, ~~doubt~~Sino onSilver ~~the~~Qianhai ~~Company's~~established ~~ability~~Sino toSliver ~~continue~~(Beijing) asElderly aService ~~going concern~~Ltd. ~~The~~(“Sino ~~accompanying~~Silver ~~financial~~Beijing”) ~~statements~~in dothe ~~not~~PRC, ~~include~~to ~~any~~engage ~~adjustments~~in ~~that might result from~~ the ~~outcome~~provision of ~~this~~elderly ~~uncertainty.~~home ~~Management’s~~care ~~plan for the Company’s continued existence is dependent upon Management's ability to identify investment opportunities~~services, ~~develop those opportunities~~ to ~~generate~~establish ~~profit;~~senior ~~additionally,~~care ~~Management~~centers ~~will~~and ~~need~~ to ~~continue to rely on certain related parties to~~ provide ~~funding~~community ~~for~~services ~~investment,~~in ~~working~~Beijing ~~capital, and general corporate purposes, and management expertise to the Company at less than prevailing market rates~~region. ~~If Management is unable to execute its plan, the Company may become insolvent.~~

~~The~~On ~~Company’s~~December ~~controlling~~27, ~~shareholder~~2018, ~~and Chief Executive Officer has provided a personal guarantee of loan that he would provide to~~ the Company’s ofsubsidiary upUC toestablished $1Sino ~~million~~Silver ~~for~~(Zhuhai ~~investment~~Hengqin) ~~and~~Elderly ~~working~~Service ~~capital~~Limited ~~purposes.~~(“Sino ~~Management~~Silver ~~believes~~Zhuhai”), ~~this~~a ~~guarantee~~wholly ~~should~~owned beentity ~~considered~~in athe ~~material~~PRC ~~event~~engaging inthe ~~executing~~elderly ~~its~~home ~~overall~~care ~~plan~~services, ~~described~~senior incare ~~the~~centers ~~foregoing~~and community services.

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

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

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

~~When~~On ~~used~~September ~~in these notes~~27, ~~the terms “Union Bridge~~2019,~~”Company,”~~ ~~“we,”~~Conperin ~~“us”~~established ~~and~~Circle ~~“our”~~YY ~~mean~~International ~~Union Bridge Holdings Limited and all entities included in our unaudtied interim consolidated financial statements~~Inc. ~~In the opinion of management~~, ~~all adjustments consisting of normal recurring entries necessary for~~ a ~~fair~~limited ~~statement~~company ofincorporated in the ~~periods~~British ~~presented~~Virgin ~~for:~~Islands (a)“Circle ~~the financial position; (b~~International”). ~~the~~As ~~result~~ of ~~operations;~~March ~~and~~31, ~~(c) cash flows~~2020, ~~have~~Circle ~~been~~International ~~made~~are inready ~~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 ~~read~~engaged in ~~conjunction with~~ the ~~consolidated~~business ~~financial~~activities ~~statements~~of ~~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~~.

Table of Contents

~~Basis~~Discontinued ~~of Consolidation~~ Operations

~~These~~On ~~financial~~November ~~statements~~6, ~~include~~2019, the ~~accounts of the~~ Company ~~and~~disposed ~~its~~of ~~wholly-owned subsidiaries: First Channel Limited (“FC”),~~ UB, PCTrading, ~~WH,~~Sino ~~UC,~~Silver ~~Conperin,~~Qianhai ~~Circle BVI, Circle HK~~ and ~~Circle~~Sino ~~International.~~Silver ~~These~~Beijing ~~financial~~to ~~statements~~unrelated ~~have~~parties ~~also~~at ~~included~~no ~~the~~consideration. ~~accounts~~On ofDecember ~~the~~17, ~~subsidiaries~~2019, ~~previously wholly owned by~~ the Company ~~and have been~~ disposed ~~during~~of ~~the~~Sino ~~year,~~Silver upZhuhai to ~~the~~unrelated ~~date~~parties ofat ~~disposal~~no ofconsideration. Before the ~~subsidiaries: UB Trading~~disposal, ~~Sino~~the ~~Silver~~subsidiaries ~~Qianhai,~~have ~~Sino~~minimal ~~Silver~~business ~~Beijing and Sino Silver Zhuhai~~activities. ~~All~~The ~~intercompany~~Company ~~sales,~~finds ~~purchases,~~no ~~balances,~~business ~~investments,~~rationale ~~and~~to ~~capital~~maintain ~~have~~these ~~been eliminated~~subsidiaries.

~~Use~~Going ~~of Estimates~~Concern

The ~~preparation~~accompanying ofunaudited interim consolidated financial statements inhave ~~conformity~~been ~~with~~prepared ~~U.S.~~assuming ~~GAAP~~that ~~requires~~the ~~management~~Company towill ~~make~~continue ~~estimates~~as ~~and~~a ~~assumptions~~going ~~that~~concern; ~~affect~~however, the ~~reported~~Company ~~amounts~~has ofincurred ~~assets~~a ~~and~~net ~~liabilities~~loss ~~and~~of ~~disclosure~~$430,719 offor ~~contingent~~the ~~assets~~period ~~and~~ended ~~liabilities~~June at30, ~~the~~2020. ~~date~~As of June 30, 2020, the ~~financial~~Company ~~statements~~had asan ~~well~~accumulated asdeficit ~~the~~of ~~reported~~$2,063,705, ~~amount~~working capital deficit of ~~revenues~~$1,725,016, and ~~expenses~~stockholders’ ~~during~~deficit ~~the~~of ~~reporting~~$1,725,016; ~~period.~~its ~~Actual~~net ~~results~~cash ~~could~~used ~~differ~~in ~~from~~operating ~~these~~activities ~~estimates~~for period ended June 30, 2020 was $530,979.

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

The Company’s ~~translates~~controlling ~~its~~shareholder ~~foreign~~and ~~operations~~Chief toExecutive ~~the~~Officer ~~U.S.~~has ~~dollar~~provided ina ~~accordance~~personal ~~with~~guarantee ~~ASC~~of ~~830,~~loan ~~“Foreign~~in ~~Currency~~writing ~~Matters”,~~that ~~except~~he ~~for~~would ~~the~~provide ~~translation~~to ~~for~~the ~~Hong~~Company ~~Kong dollar, which uses a fixed rate~~ of ~~0.1280.~~up ~~Since~~to ~~Hong~~$1 million ~~Kong~~for ~~dollar~~investment isand ~~pledged~~working tocapital Upurposes.S. ~~dollar,~~Management ~~management~~believes ~~considers~~this ~~any~~guarantee ~~difference~~should ~~between~~be ~~the~~considered ~~market~~a ~~rate~~material ~~and~~event ~~the~~in ~~fixed~~executing ~~rate~~its ofoverall ~~0.1280~~plan asdescribed ~~having no significant effect~~ in the ~~Company’s financial statements~~foregoing.

~~The~~NOTE ~~reporting~~2 ~~currency~~- ~~for~~SIGNIFICANT ~~the~~ACCOUNTING Company and its subsidiaries is the U.S. dollar. The functional currency of FC, PC, WH and UB is U.S. dollar; the functional currency of UB Trading, Sino Silver Qianhai, Sino Silver Beijing and Sino Silver Zhuhai is Chinese Renminbi (“RMB”); and the functional currencies of UC, Conperin, Circle BVI, Circle HK and Circle International is the Hong Kong dollar (“HKD”).POLICIES

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

●The ~~Monetary~~accompanying ~~assets~~unaudited ~~and~~interim ~~liabilities~~consolidated atfinancial ~~exchange~~statements ~~rates~~have been prepared in ~~effect~~accordance atwith generally accepted accounting principles in the ~~end~~United ofStates ~~each~~(“U.S. ~~period~~GAAP”) ●for ~~Nonmonetary~~interim ~~assets~~financial information and ~~liabilities~~with atthe ~~historical~~instructions ~~rates~~to ●Form ~~Revenue~~10-Q and ~~expense~~Regulation ~~items~~S-X. atAccordingly, the ~~average~~unaudited ~~rate~~interim ofconsolidated ~~exchange~~financial ~~prevailing~~statements ~~during~~do not include all of the ~~period~~information and footnotes required by generally accepted accounting principles for complete financial statements.

~~Gains~~When used in these notes, the terms “Union Bridge,” “Company,” “we,” “us” and ~~losses~~“our” ~~from~~mean ~~these~~Union ~~re-measurements~~Bridge ~~were~~Holdings ~~not~~Limited ~~significant~~and all entities included in our unaudited 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 indicative of operations for a full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s ~~results~~Annual ofReport ~~operations~~on Form 10-K, for the year ended December 31, 2019, as filed with the SEC on March 10, 2020.

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

●These ~~Assets~~financial statements include the accounts of the Company and ~~liabilities~~its atwholly-owned subsidiaries: First Channel Limited (“FC”), UB, PC, WH, UC, Conperin, Circle BVI, Circle HK and Circle International. These financial statements have also included the ~~rate~~accounts of ~~exchange~~the insubsidiaries ~~effect~~previously atwholly owned by the ~~balance~~Company ~~sheet~~and have been disposed during the year, up to the date ●of ~~Equities~~disposal atof the ~~historical~~subsidiaries: ~~rate~~UB ●Trading, ~~Revenue~~Sino Silver Qianhai, Sino Silver Beijing and ~~expense~~Sino ~~items~~Silver atZhuhai. ~~the~~All ~~average~~intercompany ~~rate~~sales, ofpurchases, ~~exchange~~balances, ~~prevailing~~investments, ~~during~~and ~~the~~capital ~~period~~have been eliminated.

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

	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 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.

~~The~~10 ~~RMB~~Table isof not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollar at the rates used in translation.Contents

~~Cash~~Foreign ~~and~~Currency ~~Cash~~Translation ~~Equivalents~~and Re-measurement

The Company ~~considers~~translates ~~all~~its ~~highly~~foreign ~~liquid~~operations ~~instruments~~to ~~with~~the aU.S. ~~maturity~~dollar ofin ~~three~~accordance ~~months~~with orASC ~~less~~830, at“Foreign ~~the~~Currency ~~time~~Matters”, ofexcept ~~issuance~~for tothe betranslation ~~cash~~for ~~equivalents.~~Hong ~~The~~Kong ~~Company’s~~dollar, ~~bank~~which ~~deposits~~uses ~~are~~a ~~held~~fixed ~~with~~rate ~~large~~of ~~financial~~0.1280. ~~institutions~~Since ~~located in~~ Hong Kong. ~~These~~dollar ~~deposits~~is ~~are~~pledged ~~not~~to ~~protected~~U.S. ~~under FDIC; however~~dollar, ~~the~~management ~~Company~~considers ~~has~~any ~~determined~~difference ~~that~~between ~~there~~the ismarket norate ~~significant~~and ~~credit~~the ~~risk~~fixed ~~for~~rate ~~these~~of ~~deposits~~0.1280 ~~and~~as ~~does~~having ~~not~~no ~~believe~~significant ~~these~~effect ~~institutions~~in ~~will~~the ~~become~~Company’s ~~insolvent~~financial statements.

10The ~~Table~~reporting currency for the Company and its subsidiaries is the U.S. dollar. The functional currency of ~~Contents~~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”).

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

~~The~~• ~~Company~~Monetary ~~makes~~assets ~~certain~~and ~~payments~~liabilities ~~for~~at ~~general~~exchange ~~corporate~~rates ~~purposes~~in toeffect ~~service~~at ~~providers that render services over time. The Company amortizes these services to its results of operations over~~ the ~~span~~end of ~~time~~each ~~that~~period ~~the~~• ~~services~~Nonmonetary ~~are~~assets ~~contracted.~~and ~~Certain~~liabilities ~~prepayments~~at ~~that~~historical ~~are~~rates to• beRevenue ~~delivered~~and ~~after~~expense ~~one~~items ~~operating~~at ~~period to~~ the ~~Company~~average ~~have~~rate ~~been~~of ~~classified~~exchange asprevailing ~~long-term~~during ~~prepaid~~the ~~expenses. Management does not believe these prepayments qualify as financial instruments that require fair value consideration and disclosure.~~period

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

~~Inventories~~The ~~are~~Company’s ~~computed using the first-in~~subsidiaries, ~~first-out~~whose ~~method~~functional ~~and~~currency ~~valued~~is atnot the ~~lower of cost or net realizable value~~U.S. ~~The~~dollar, ~~Company~~translate ~~periodically~~their ~~reviews~~records ~~inventories~~into ~~for~~the ~~obsolescence~~U.S. ~~and~~dollar ~~any inventories identified~~ as ~~obsolete are written down or written off.~~ follows:

~~Fair~~• ~~value~~Assets and liabilities at the rate of ~~financial~~exchange ~~instruments~~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 ~~carrying~~arising ~~value~~from ofsuch ~~the~~translations ~~Company’s~~are ~~financial~~included ~~instruments:~~in ~~cash~~accumulated ~~and~~other ~~cash~~comprehensive ~~equivalents,~~income ~~accounts~~in ~~receivable,~~shareholders’ ~~prepaid expenses and deposits, accounts payable and accrued liabilities and amount due to a related party at their fair values because of the short-term nature of these financial instruments~~equity.

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

	June 30,		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 ~~Level~~RMB 1is :not ~~Inputs~~freely ~~are~~convertible ~~based~~into ~~upon~~foreign ~~unadjusted~~currency ~~quoted~~and ~~prices~~all ~~for~~foreign ~~identical~~exchange ~~instruments~~transactions ~~traded~~must intake ~~active~~place ~~markets;~~through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollar at the rates used in translation.

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

●The ~~Level~~Company 3considers :all ~~Inputs~~highly ~~are~~liquid ~~generally~~instruments ~~unobservable~~with ~~and~~a ~~typically~~maturity ~~reflect~~of ~~management~~three months or less at the time of issuance to be cash equivalents. The Company’s ~~estimates~~bank ofdeposits ~~assumptions~~are ~~that~~held ~~market~~with ~~participants~~large ~~would~~financial ~~use~~institutions located in ~~pricing~~Hong ~~the~~Kong. ~~asset~~These ordeposits ~~liability.~~are ~~The~~not ~~fair~~protected ~~values~~under ~~are~~FDIC; ~~therefore~~however, the Company has determined ~~using~~that ~~model-based~~there ~~techniques,~~is ~~including~~no ~~option~~significant ~~pricing~~credit ~~models~~risk for these deposits and ~~discounted~~does ~~cash~~not ~~flow~~believe ~~models~~these institutions will become insolvent.

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

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

~~The~~11 ~~Company~~Table ~~follows subtopic 450-20~~ of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.Contents

~~11 Table of Contents~~Inventories

IfInventories ~~the~~are ~~assessment~~computed ofusing ~~a contingency indicates that it is probable that a material loss has been incurred and~~ the ~~amount of the liability can be estimated~~first-in, ~~then~~first-out ~~the~~method ~~estimated~~and ~~liability~~valued ~~would~~at ~~be accrued in~~ the ~~Company’s~~lower ~~financial~~of ~~statements.~~cost ~~If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible,~~ or isnet ~~probable~~realizable ~~but~~value. ~~cannot~~The beCompany ~~estimated,~~periodically ~~then~~reviews ~~the~~inventories ~~nature~~for ofobsolescence ~~the contingent liability,~~ and anany ~~estimate~~inventories ofidentified ~~the~~as ~~range~~obsolete ofare ~~possible~~written ~~losses,~~down ifor ~~determinable~~written ~~and material, would be disclosed~~off.

~~Loss~~Fair ~~contingencies~~value 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.~~instruments

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

The Company ~~complies~~also ~~with~~follows the ~~accounting~~guidance ~~and reporting requirements~~ of the ASC Topic ~~740~~820-10, “~~Income~~Fair ~~Taxes,”~~Value ~~which~~Measurements ~~requires~~and anDisclosures” ~~asset~~("ASC ~~and~~820-10"), ~~liability~~with ~~approach~~respect to financial ~~accounting and reporting for income taxes. Deferred income tax~~ assets and liabilities ~~are computed for differences between the financial statement and tax bases of assets and liabilities~~ that ~~will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences~~ are ~~expected~~measured toat ~~affect~~fair ~~taxable income~~value. ~~Valuation~~ASC ~~allowances~~820-10 ~~are~~establishes ~~established,~~a ~~when~~three-tier ~~necessary,~~fair tovalue ~~reduce~~hierarchy ~~deferred~~that ~~tax~~prioritizes ~~assets~~the toinputs ~~the~~used ~~amount~~in ~~expected~~measuring tofair bevalue ~~realized.~~as follows:

~~ASC~~• ~~Topic~~Level ~~740~~1 ~~prescribes~~: aInputs ~~recognition~~are ~~threshold~~based 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~~unadjusted byquoted ~~taxing~~prices 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~~identical ~~and~~instruments ~~penalties~~traded ~~as of March 31, 2020. The Company is currently not aware of any issues under review that could result~~ in ~~significant~~active ~~payments, accruals or material deviation from its position.~~markets;

~~The~~• ~~Company~~Level ~~conducts~~2 ~~businesses~~: Inputs are based upon quoted prices for similar instruments in ~~China~~active ~~and~~markets, ~~Hong~~quoted ~~Kong~~prices ~~and~~for isidentical ~~subject~~or tosimilar ~~tax~~instruments in ~~this~~markets ~~jurisdiction.~~that Asare anot ~~result~~active, ofand ~~its~~model-based ~~business~~valuation ~~activities,~~techniques ~~the~~(e.g. ~~Company~~Black-Scholes ~~will~~Option-Pricing ~~file~~model) ~~tax~~for ~~returns~~which ~~that~~all significant inputs are ~~subject~~observable toin ~~examination~~the market or can be corroborated by observable market data for substantially the ~~foreign~~full ~~tax~~term ~~authority~~of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

~~Net~~• ~~loss~~Level ~~per~~3 ~~share~~: 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 ~~calculates~~estimates ~~net~~are ~~loss~~made ~~per~~at ~~share~~a inspecific ~~accordance~~point ~~with~~in ~~ASC~~time ~~Topic~~based ~~260,~~on ~~“Earnings~~relevant ~~per~~market ~~Share.”~~information ~~Basic~~about ~~income per share is computed by dividing~~ the ~~net~~financial ~~income by the weighted-average number of common shares outstanding during the period~~instrument. ~~Diluted~~These ~~income~~estimates ~~per~~are ~~share~~subjective isin ~~computed~~nature ~~similar~~and toinvolve ~~basic~~uncertainties ~~income~~and ~~per~~matters ~~share except that the denominator is increased to include the number~~ of ~~additional~~significant ~~common~~judgment ~~shares that would have been outstanding if the potential common stock equivalents had been issued~~ and, iftherefore, ~~the~~cannot ~~additional~~be ~~common~~determined ~~shares~~with ~~were dilutive~~precision. AsChanges ofin ~~March~~assumptions ~~31,~~could ~~2020,~~significantly affect the ~~Company has no dilutive securities~~estimates.

~~Related~~Commitments ~~Parties~~and contingencies

~~Parties~~The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which ~~can~~may beresult in a ~~corporation~~loss orto ~~individual~~the Company, ~~are~~but ~~considered~~which towill only be ~~related~~resolved ifwhen ~~the~~one ~~Company~~or ~~has~~more ~~the~~future ~~ability,~~events ~~directly~~occur or ~~indirectly,~~fail to ~~control~~occur. ~~the~~The ~~other~~Company ~~party~~assesses orsuch contingent liabilities, and such assessment inherently involves an exercise ~~significant~~of ~~influence~~judgment. ~~over~~In assessing loss contingencies related to legal proceedings that are pending against the ~~other~~Company ~~party~~or un-asserted claims that may result in ~~making~~such ~~financial~~proceedings, ~~and~~the ~~operational~~Company ~~decisions.~~evaluates ~~Companies~~the ~~are~~perceived ~~also~~merits ~~considered~~of toany belegal ~~related~~proceedings ifor ~~they~~un-asserted ~~are~~claims ~~subject~~as towell ~~common~~as ~~control~~the perceived merits of the amount of relief sought or ~~common~~expected ~~significant~~to ~~influence~~be sought therein.

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

~~The~~Loss ~~Company~~contingencies ~~adopts~~considered ~~ASC606~~remote ~~“Revenue~~are ~~Recognition”,~~generally ~~and~~not ~~recognizes~~disclosed ~~revenue~~unless ~~when~~they ~~control~~involve ofguarantees, in which case the ~~promised~~guarantees ~~goods~~would orbe ~~services~~disclosed. isManagement ~~transferred~~does tonot ~~customers~~believe, inbased anupon ~~amount~~information available at this time, that ~~reflects~~these matters will have a material adverse effect on the ~~consideration~~Company’s weconsolidated ~~expect~~financial toposition, beresults ~~entitled~~of tooperations inor ~~exchange~~cash ~~for~~flows. ~~those~~However, ~~goods~~there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or ~~services~~cash flows.

Table of Contents

~~The~~Income Company derives its revenues from the rendering of computer consulting services and selling of health products. 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:taxes

●The ~~identify~~Company complies with the ~~contract~~accounting ~~with~~and areporting ~~customer;~~requirements ●of ~~identify~~ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the ~~performance~~financial ~~obligations~~statement and tax bases of assets and liabilities that will result in ~~the~~future ~~contract;~~taxable ●or ~~determine~~deductible ~~the~~amounts, ~~transaction~~based ~~price;~~on ●enacted ~~allocate~~tax ~~the~~laws ~~transaction~~and ~~price~~rates applicable to ~~performance~~the ~~obligations~~periods in which the ~~contract;~~differences ~~and~~are ●expected ~~recognize~~to ~~revenue~~affect astaxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the ~~performance~~amount ~~obligation~~expected isto ~~satisfied~~be realized.

~~Recent~~ASC ~~Accounting~~Topic ~~Pronouncements~~740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Hong Kong is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 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.

InThe ~~October~~Company ~~2018,~~conducts ~~FASB~~businesses ~~issued~~in ~~ASU~~China ~~No.~~and ~~2018-17,~~Hong ~~Consolidation~~Kong -and ~~Targeted~~is ~~Improvements~~subject to ~~Related~~tax ~~Party~~in ~~Guidance~~this ~~for Variable Interest Entities (Topic 810)~~jurisdiction. ~~ASU~~As ~~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~~result ~~fee~~of isits abusiness ~~variable interest. Instead~~activities, the ~~reporting~~Company ~~entity~~ will ~~consider~~file ~~such~~tax ~~indirect~~returns ~~interests~~that onare asubject ~~proportionate~~to ~~basis.~~examination ~~This~~by ~~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~~foreign totax ~~have a material impact on its consolidated financial statements~~authority.

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

~~Reclassification~~The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. As of June 30, 2020, the Company has no dilutive securities.

~~Certain~~Related ~~amounts in the comparative financial statements have been reclassified to conform with the presentation of the financial statements of the current period.~~Parties

~~NOTE~~Parties, 3which –can ~~BUSINESS~~be ~~COMBINATION~~a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

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

	March 12,
	2019
ASSETS	$	-
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	8,334
Due to related parties		28,934
Total Current Liabilities		37,268
TOTAL LIABILITIES		37,268
NET LIABILITIES	$	(37,268	)

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

The Company ~~and~~derives ~~Conperin~~its ~~were~~revenues ~~under~~from ~~common~~the ~~control~~rendering ~~before~~of ~~the~~computer ~~acquisition;~~consulting ~~therefore,~~services ~~the~~and ~~transaction~~selling ~~has~~of ~~been~~health ~~accounted~~products. ~~for~~The asCompany ~~business~~applies ~~combination~~the ~~under~~following ~~common~~five ~~control~~steps in ~~accordance~~order to ~~ASC-805-30-5,~~determine ~~in which~~ the ~~assets~~appropriate ~~and~~amount ~~liabilities~~ of ~~Conperin~~revenue ~~have~~to ~~been~~be ~~presented~~recognized atas ~~their~~it ~~carrying~~fulfills ~~values~~its atobligations ~~the~~under ~~date~~each of ~~common~~its ~~control on March 12, 2019, and no goodwill is recognized.~~agreements:

~~NOTE~~• 4identify –the ~~ACCOUNTS~~contract ~~RECEIVABLE~~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 Company has performed an analysis on all of its accounts receivable and determined that all amounts are collectible by the Company. As such, all accounts receivable are reflected as a current 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.Reclassification

13Certain ~~Table~~amounts in the comparative financial statements have been reclassified to conform with the presentation of ~~Contents~~the financial statements of the current period.

~~NOTE~~13 5Table –of ~~PREPAID EXPENSES AND DEPOSITS~~Contents

	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

NOTE 3 – BUSINESS COMBINATION

~~NOTE~~The 6assets, –liabilities ~~INVENTORIES~~and net asset value of Conperin and its subsidiaries as of the date of beginning of common control is as follow:

$9,831 and $36,688 of the inventories of $46,520 as of March 31, 2020 is finished clothing goods and finished surgical masks, respectively. There are no inventory write-offs made as of March 31, 2020.

	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	)

~~All~~The ofCompany ~~the~~and ~~inventories~~Conperin ofwere ~~$30~~under common control before the acquisition; therefore,~~715~~ the transaction has been accounted for as ofbusiness ~~December~~combination 31under common control in accordance to ASC-805-30-5, ~~2019~~in iswhich ~~finished~~the ~~clothing~~assets ~~goods.~~and ~~There~~liabilities ~~are~~of noConperin ~~inventory~~have ~~write-offs~~been ~~made~~presented asat their carrying values at the date of ~~December~~common 31control on March 12, 2019, and no goodwill is recognized.

NOTE 74 – ACCOUNTS ~~PAYABLE AND ACCRUED LIABILITIES~~RECEIVABLE

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

The Company has performed an analysis on all of its accounts receivable and determined that all amounts are collectible by the Company. As such, all accounts receivable are reflected as a current asset and no allowance for bad debt has been recorded as of June 30, 2020 and December 31, 2019. As at June 30, 2020 and December 31, 2019, the Company had accounts receivable of $38,462 and $0, respectively.

NOTE 85 -– ~~RELATED-PARTY~~PREPAID ~~TRANSACTIONS~~EXPENSES AND DEPOSITS

For the periods ended March 31, 2020 and 2019, the Company received advances of $222,300 and $73,449 from the Company’s director, who is also our CEO and majority shareholder, and Union Glory Gold Holdings Limited (“Union Glory”), a Company controlled by our CEO, repaid $19,231 and $0, and the Company’s director paid operating expenses of $160,917 and $0 on behalf of the Company, respectively.

	June 30,		December 31,
	2020		2019
Prepaid expenses	$	12,000	$	12,000
Deposits for platform design		129,795		111,846
Sundry deposits		11,266		11,266
	$	153,061	$	135,112

AsNOTE of6 ~~March~~– ~~31, 2020 and December 31, 2019, the balances owed to the related parties totaled $1,551,814 and $1,187,828, respectively.~~INVENTORIES

~~For the periods ended March 31~~$9,831 ~~2020~~ and ~~2019~~$118,374 of the ~~Company~~inventories ~~has~~of ~~provided~~$128,205 ~~computer~~as ~~services~~of toJune ~~Union~~30, ~~Glory~~2020 ~~Gold~~is ~~Holdings~~finished ~~Limited~~clothing goods and ~~earned~~finished asurgical ~~service income of $0 and $21~~masks,~~659,~~ respectively. ~~Union~~There ~~Glory~~are ~~Gold~~no ~~Holdings~~inventory ~~Limited~~write-offs ismade ~~under~~as ~~the control by the major shareholder~~ of ~~the~~June ~~Company~~30, 2020.

OnAll ~~September~~of ~~24, 2019,~~ the ~~Company~~inventories ~~entered~~of ~~into a share exchange agreement (the “SEA”) with Conperin Group Inc. (“Conperin”) and Conperin’s shareholders whereby the Company issued 187~~$30,~~546,887~~715 ~~new~~as ~~common shares in exchange for all~~ of ~~the~~December ~~issued and outstanding common shares of Conperin~~31, ~~which~~2019 ~~totaled 2,500,000. Conperin~~ is afinished ~~private~~clothing ~~limited liability company, incorporated and domiciled in the British Virgin Islands~~goods. ~~The~~There ~~Company~~are ~~and~~no ~~Conperin~~inventory ~~were~~write-offs ~~under~~made ~~common~~as ~~control before the acquisition. Among the 187,546,887 new common shares, 131,282,821 shares were issued to our CEO and Director~~ of ~~the~~December ~~Company~~31, ~~and 56,264,066 shares were issued to a Director of the Company~~2019.

OnNOTE ~~November~~7 6,– ~~2019,~~ACCOUNTS ~~the~~PAYABLE ~~Company~~AND ~~disposed~~ACCRUED of UB Trading, Sino Silver Qianhai and Sino Silver Beijing to unrelated parties at no consideration. On December 17, 2019, the Company disposed of Sino Silver Zhuhai to unrelated parties at no consideration. The Company’s director, who is also our CEO and majority shareholder, and Union Glory Gold Holdings Limited have agreed not to require the Company to repay the amounts due to them by the disposed subsidiaries and the Company recorded debt forgiveness of $97,542 as additional paid in capital. Loss on disposal of the subsidiaries have been charged to the consolidated statements of operations and comprehensive loss.LIABILITIES

14 Table of Contents

	June 30,		December 31,
	2020		2019
Accounts payable	$	-	$	55,015
Accrued charges		348,276		239,620
	$	348,276	$	294,635

~~The~~14 ~~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~~NOTE ~~Company~~8 is- ~~subject~~RELATED-PARTY to the risk that if the related parties do not continue to provide services and advances to fund the company’s operations or expansion, or if those related parties demand immediate repayment, the Company may become insolvent.TRANSACTIONS

~~NOTE~~For 9the -periods ~~STOCKHOLDERS~~ended June 30, 2020 and 2019, the Company received advances of $570,024 and $79,439 from the Company’s ~~DEFICIT~~director, who is also our CEO and majority shareholder, and Union Glory Gold Holdings Limited (“Union Glory”), a Company controlled by our CEO, and repaid $19,231 and $0, respectively.

~~The~~As ~~Company~~of isJune ~~authorized~~30, to2020 ~~issue~~and upDecember to31, 12019,~~000,000,000~~ ~~shares~~the ofbalances ~~Common~~owed ~~Stock,~~to ~~par~~the ~~value~~related ~~$0.001~~parties ~~per~~totaled ~~share~~$1,738,621 and 20$1,~~000~~187,~~000 of Preferred Stock~~828, ~~par value $0~~respectively.~~001 per share.~~

~~Common~~For ~~stock~~the periods ended June 30, 2020 and 2019, the Company has provided computer services to Union Glory Gold Holdings Limited and earned a service income of $0 and $43,419, respectively. Union Glory Gold Holdings Limited is under the control by the major shareholder of the Company.

~~During~~On September 24, 2019, the ~~period~~Company ~~ended~~entered ~~March~~into 31a share exchange agreement (the “SEA”) with Conperin Group Inc. (“Conperin”) and Conperin’s shareholders whereby the Company issued 187,546,887 ~~2020~~new common shares in exchange for all of the issued and outstanding common shares of Conperin, which totaled 2,500,000. Conperin is a private limited liability company, incorporated and domiciled in the British Virgin Islands. The Company ~~has~~and Conperin were under common control before the acquisition. Among the 187,546,887 new common shares, 131,282,821 shares were issued noto ~~Common~~our ~~Stock~~CEO and Director of the Company, and 56,264,066 shares were issued to a Director of the Company.

AsOn November 6, 2019, the Company disposed of ~~March~~UB 31Trading, ~~2020~~Sino Silver Qianhai and Sino Silver Beijing to unrelated parties at no consideration. On December 3117, 2019, ~~241~~the Company disposed of Sino Silver Zhuhai to unrelated parties at no consideration. The Company’s director,~~146~~ who is also our CEO and majority shareholder,~~887~~ ~~shares~~and Union Glory Gold Holdings Limited have agreed not to require the Company to repay the amounts due to them by the disposed subsidiaries and the Company recorded debt forgiveness of ~~Common~~$97,542 ~~Stock~~as ~~were~~additional ~~issued~~paid in capital. Loss on disposal of the subsidiaries have been charged to the consolidated statements of operations and ~~outstanding~~comprehensive loss.

~~NOTE~~The 10Company’s –principal ~~CONCENTRATION~~executive ~~RISK~~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 ofCompany ~~March~~is ~~31,~~subject ~~2020,~~to ~~98%~~the ofrisk that if the ~~accounts~~related ~~receivable~~parties ofdo ~~$43,115~~not ~~was~~continue ~~due~~to ~~from~~provide aservices ~~single~~and ~~client~~advances to fund the company’s operations or expansion, ~~who~~or isif ~~unrelated~~those torelated parties demand immediate repayment, the Company may become insolvent.

~~During~~NOTE ~~the~~9 ~~period~~- ~~ended~~STOCKHOLDERS’ ~~March 31, 2020, 98% of the revenue of $43,365 was received from a single client, who is unrelated to the Company.~~DEFICIT

~~During~~The ~~the~~Company ~~period~~is ~~ended~~authorized ~~March~~to ~~31,~~issue ~~2019,~~up ~~100%~~to of1,000,000,000 ~~the~~shares ~~revenue~~ of ~~$21~~Common Stock,~~659~~ ~~was~~par ~~received~~value ~~from~~$0.001 aper ~~single client~~share, ~~who~~and is20,000,000 aof ~~related~~Preferred ~~party~~Stock, topar ~~the~~value ~~Company~~$0.001 ~~(Note~~per 8)share.

~~NOTE~~Common ~~11 - SUBSEQUENT EVENTS~~stock

InDuring ~~accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after~~ the ~~balance~~period ~~sheet~~ended ~~date~~June ~~but before financial statements are issued~~30, ~~the Company has evaluated all events or transactions that occurred after March 31,~~ 2020, ~~up through~~ the ~~date the~~ Company has issued ~~the~~no ~~financial~~Common ~~statements~~Stock. ~~During the period, the Company did not have any material recognizable subsequent events.~~

15As ~~Table~~of June 30, 2020 and December 31, 2019, 241,146,887 shares of ~~Contents~~Common Stock were issued and outstanding.

~~ITEM~~NOTE 2.10 ~~MANAGEMENT’S~~– ~~DISCUSSION~~CONCENTRATION ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~RISK

~~The~~As following 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~~June ~~and the principal factors that have affected the Company’s financial condition~~30, ~~as well as its liquidity and capital resources for the periods described~~2020, ~~and~~100% ~~provides information that management believes is relevant for an assessment and understanding~~ of the ~~statements~~accounts ofreceivable ~~financial condition and results~~ of ~~operations~~$38,462 ~~presented~~was ~~herein.~~due ~~The~~from ~~following~~a ~~discussion~~single ~~and~~client, ~~analysis~~who ~~are~~is ~~based~~unrelated onto the Company~~’s unaudited 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.~~

~~Overview~~During the period ended June 30, 2020, 99% of the revenue of $95,885 was received from three clients, who are unrelated to the Company.

WeDuring ~~were incorporated under~~ the ~~laws~~period ofended ~~the~~June ~~State of Nevada on May 6~~30, ~~2014 under the name Costo~~2019, ~~Inc.~~100% ~~to engage in the business~~ of ~~distributing automobile parts and components necessary for~~ the ~~maintenance~~revenue ~~and repair~~ of ~~automobiles and specialty equipment~~$43,419 ~~including~~was ~~construction~~received ~~and~~from ~~road~~a ~~machinery,~~single ~~principally in China~~client, ~~Europe~~who ~~and~~is ~~certain~~a ~~Commonwealth~~related ofparty ~~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~~ the ~~health~~Company ~~care~~(Note ~~industry~~8). ~~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~~NOTE ~~Development~~11 - SUBSEQUENT EVENTS

OnIn ~~September~~accordance ~~24,~~with ~~2019,~~ASC weTopic ~~entered~~855, ~~into a Stock Purchase Agreement (the~~ “~~Purchase~~Subsequent ~~Agreement~~Events”), ~~with~~which ~~shareholders~~establishes ofgeneral ~~Conperin~~standards ~~Group Inc., a British Virgin Islands company, who together owned shares constituting 100%~~ of ~~the~~accounting ~~issued~~for and ~~outstanding~~disclosure ~~ordinary~~of ~~shares~~events ~~Shares~~that ofoccur ~~Conperin~~after ~~Group~~the ~~Inc.~~balance ~~Pursuant~~sheet todate ~~the~~but ~~terms~~before offinancial ~~the~~statements ~~Purchase~~are ~~Agreement~~issued, the ~~shareholders~~Company ofhas ~~Conperin~~evaluated ~~Group Inc. transferred to us~~ all ofevents ~~their~~or ~~shares~~transactions ofthat ~~Conperin~~occurred ~~Group~~after ~~Inc.~~June in30, ~~exchange for the issuance of 187~~2020,~~546,887~~ ~~shares~~up ofthrough ~~our~~the ~~common~~date ~~stock (~~the ~~“Stock~~Company ~~Purchase”).~~issued ~~As a result of~~ the ~~Stock~~financial 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 Pacificstatements. AsDuring ~~a result of~~ the ~~consummation~~period, of the ~~Stock~~Company ~~Purchase,~~did wenot ~~are~~have noany ~~longer~~material arecognizable ~~shell~~subsequent ~~company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended~~events.

We15 ~~develop~~Table ~~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. Contents

~~Our~~ITEM ~~CircleYY~~2. ~~mobile~~MANAGEMENT’S ~~application~~DISCUSSION ~~can~~AND beANALYSIS ~~downloaded~~OF ~~and~~FINANCIAL ~~used~~CONDITION ~~free~~AND ofRESULTS ~~charge,~~OF 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.OPERATIONS

AsThe afollowing ~~global~~management’s ~~platform,~~discussion ~~CircleYY~~and isanalysis ~~expected~~should tobe ~~target~~read ain ~~global~~conjunction ~~audience~~ with ~~content~~the ~~designed~~historical ~~for~~financial ~~universal~~statements ~~appeal~~and ~~amongst~~the ~~family~~related ~~members~~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, ~~notably~~as ~~50+~~well as its liquidity and capital resources for the periods described, ~~along~~and ~~with~~provides ainformation ~~local~~that ~~focus~~management believes is relevant for ~~marketing~~an ~~campaigns~~assessment and understanding of the statements of financial condition and results of operations presented herein. The ~~initial~~following ~~opening~~discussion ~~market~~and isanalysis ~~intended~~are tobased beon ~~Hong~~the ~~Kong~~Company’s ~~SAR~~unaudited financial statements contained in this Quarterly Report, ~~followed~~which bywe ~~similar~~have ~~markets~~prepared in ~~the~~accordance ~~Asia-Pacific~~with ~~area~~United States generally accepted accounting principles. You should read this discussion and ~~subsequently~~analysis ~~Europe~~together with such financial statements and ~~North~~the ~~America~~related notes thereto.

~~16 Table of Contents~~Overview

OnWe ~~September~~were ~~27,~~incorporated ~~2019~~under the laws of the State of Nevada on May 6, ~~our~~2014 ~~wholly-owned~~under ~~subsidiary~~the ~~Conperin~~name ~~Group~~Costo, Inc. ~~established~~to ~~Circle~~engage YYin ~~International~~the ~~Inc.,~~business aof ~~limited~~distributing ~~company~~automobile ~~incorporated~~parts inand components necessary for the ~~British~~maintenance ~~Virgin~~and ~~Islands~~repair ~~(“Circle~~of ~~International”)~~automobiles and specialty equipment, toincluding ~~engage~~construction and road machinery, principally in ~~new~~China, ~~business~~Europe ~~when~~and ~~any~~certain ~~suitable~~Commonwealth ~~business~~of ~~opportunity~~Independent ~~arises~~States countries. AsWe ofchanged ~~December~~our ~~31,~~name ~~2019~~to Union Bridge Holdings Limited on May 23, ~~Circle~~2016 ~~International~~in isconnection ~~ready~~with our expanded business plan under which we determined to beexpand ~~engaged~~operations ininto the health care industry. We never achieved any revenues from our automobile and specialty equipment business ~~activities~~and ofduring the ~~Company~~fourth quarter of 2017 we determined to discontinue that area of business.

On ~~November~~September 1124, 2019, ~~our~~we ~~subsidiary~~entered ~~Circle~~into YYa ~~Technologies~~Stock ~~Hong~~Purchase ~~Kong~~Agreement ~~Limited~~(the “Purchase Agreement”), ~~which~~with ~~operates~~shareholders of Conperin Group Inc., a British Virgin Islands company, who together owned shares constituting 100% of the issued and outstanding ordinary 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 ~~CircleYY~~common ~~platforms~~stock (the “Stock Purchase”). As a result of the Stock Purchase, ~~launched~~we ~~its~~are ~~unique~~now ~~ecosystem~~a holding company, is engaged in providing technology ~~covering~~in ~~social~~digital ~~networking~~media industry, ~~content~~including developing a branded social network and e-commerce. ~~Our~~app ~~CircleYY~~platform ~~website~~aiming ~~platform~~to ~~had~~promote 43a high quality of life for families and 63seniors ~~registered~~by ~~members~~using asartificial ofintelligence, ~~March~~blockchain 31and cognitive e-commerce technology in China, ~~2020~~Hong Kong and ~~April~~Asia 7Pacific. As a result of the consummation of the Stock Purchase, ~~2020~~we are no longer a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, ~~respectively.~~as amended.

InWe ~~response~~develop toand ~~the~~operate ~~coronavirus (COVID-19) pandemic situation~~CircleYY, ~~since~~a ~~January~~mobile-based ~~2020,~~social ~~the~~networking ~~Company~~and ~~has~~premium ~~taken~~e-commerce ~~several~~app ~~actions to protect its employees, including asking employees to work from home, establishing split working schedules~~ and ~~restricting~~website ~~travel~~platform ~~business~~that ~~travel.~~will Onalso ~~March~~use ~~11,~~impactful ~~2020,~~editorial ~~the~~content ~~World~~to ~~Health~~promote ~~Organization (WHO) officially declare COVID-19~~ a ~~pandemic,~~balanced ~~pointing~~quality ~~to the cases~~ of ~~COVID-19~~life ~~illness~~for infamilies ~~over 110 countries~~ and ~~territories~~seniors ~~around~~aged ~~the~~50 ~~world~~ and ~~the~~above ~~sustained~~by ~~risk~~understanding oftheir ~~further global spread. Since March 19~~behavior, ~~2020,~~tastes ~~the~~and ~~other~~needs. ~~floor~~The ofplatform ~~the~~enables ~~office~~users ~~premises~~around of the ~~Company~~world ~~has~~to ashare ~~confirmed~~family ~~infection~~stories, ~~case~~build ofmeaningful ~~COVID-19~~interactions ~~and~~between ~~the~~50+ ~~infected~~users ~~floor was temporary closed for immediate special cleaning~~ and ~~disinfecting~~their ~~actions~~family ~~by the building management. Given the dynamic nature of these circumstances~~members, ~~the~~discover ~~duration~~ and ~~intensity~~buy offashion, ~~the~~beauty ~~impact of the COVID-19~~ and ~~resulting~~other ~~disruption~~daily toaccessories ~~the Company’s operations cannot be reasonably estimated at this time~~products. ~~While~~We ~~not~~connect ~~yet~~people ~~quantifiable,~~and ~~the~~facilitate ~~Company~~human ~~believes~~interactions ~~this~~based ~~situation had an adverse impact~~ on ~~its~~cities, ~~operating~~interests ~~results for this fiscal quarter~~ and ~~continues~~a tovariety ~~assess~~of ~~the~~activities ~~financial~~including ~~impact~~pictures ~~for~~and ~~the~~short ~~remainder of the year~~videos.

~~RESULTS~~Our OFCircleYY ~~OPERATIONS~~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, and (iii) the sale of third-party branded items, mainly fashion, beauty, daily accessories and services on our e-commerce platform.

WeAs ~~are~~ a ~~development~~global ~~stage~~platform, ~~company~~CircleYY ~~and~~is ~~have~~expected ~~not generated revenue~~ to ~~date.~~target Wea ~~have~~global ~~incurred~~audience ~~recurring~~with ~~losses~~content todesigned ~~date.~~for ~~Our~~universal ~~financial~~appeal ~~statements~~amongst ~~have~~family ~~been~~members, ~~prepared~~notably ~~assuming~~50+, ~~that~~along wewith ~~will~~a ~~continue~~local asfocus afor ~~going~~marketing ~~concern~~campaigns. ~~and,~~The ~~accordingly,~~initial doopening ~~not~~market ~~include~~is ~~adjustments~~intended ~~relating~~ to ~~the recoverability and realization of assets and classification of liabilities that might~~ be ~~necessary~~Hong ~~should~~Kong weSAR, befollowed ~~unable~~by tosimilar ~~continue~~markets in ~~operation.~~the WeAsia-Pacific ~~expect~~area weand ~~will~~subsequently ~~require~~Europe ~~additional~~and ~~capital~~North ~~to meet our long term operating requirements~~America. ~~We expect to raise additional capital through, among other things, the sale of equity or debt securities.~~

~~The~~On ~~following~~September ~~comparative~~27, ~~analysis~~2019, onour ~~results~~wholly-owned ofsubsidiary ~~operations~~Conperin ~~was~~Group ~~based~~Inc. onestablished ~~the~~Circle ~~comparative~~YY ~~financial~~International ~~statements~~Inc., ~~footnotes~~a ~~and~~limited ~~related~~company ~~information~~incorporated ~~for~~in the ~~three~~British ~~months~~Virgin ~~ended~~Islands ~~March~~(“Circle 31International”), ~~2020~~to ~~and~~engage ~~2019. This analysis should be read~~ in ~~conjunction~~new ~~with~~business ~~the~~when ~~financial~~any ~~statements~~suitable ~~and~~business ~~the~~opportunity ~~notes~~arises. toAs ~~those~~of ~~statements~~today, ~~that~~Circle ~~are~~International ~~included~~has ~~elsewhere~~no inbusiness ~~this~~activities ~~report~~yet.

~~Three~~16 ~~Month~~Table ~~Period~~of ~~Ended March 31, 2020 Compared to the Three Month Period Ended March 31, 2019~~Contents

	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	%

On 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 63 registered members as of June 30, 2020.

~~Revenue~~Recent Development

~~For~~In response to the ~~three~~coronavirus ~~months~~(COVID-19) ~~ended~~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 3111, 2020, wethe ~~generated~~World ~~revenue~~Health ofOrganization ~~$43~~(WHO) officially declare COVID-19 a pandemic,~~365~~ ~~from~~pointing ~~our~~to ~~sales~~the cases of ~~fashion~~COVID-19 illness in over 110 countries and ~~wellness~~territories ~~products~~around ~~via~~the ~~our~~world ~~e-commerce~~and ~~platform~~the ~~compared~~sustained ~~with~~risk ~~$21~~of further global spread. Since March 19,~~659~~ ~~for~~2020, the ~~same~~other ~~period~~floor inof ~~2019~~the ~~from~~office ~~computer~~premises ~~consulting~~of ~~services~~the ~~provided~~Company tohas a ~~client.~~confirmed ~~The~~infection ~~increase~~case of COVID-19 and the infected floor was ~~mainly~~temporary ~~attributed~~closed tofor ~~greater~~immediate ~~amount~~special cleaning and disinfecting actions by the building management. Given the dynamic nature of ~~sales~~these circumstances, the duration and intensity of ~~products~~the ~~compared~~impact ~~with~~of the ~~computer~~COVID-19 ~~consulting~~and ~~services~~resulting ~~provided~~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.

17RESULTS ~~Table~~OF ~~of Contents~~OPERATIONS

~~Cost~~We are a technology company 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 ~~Revenue~~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.

~~For~~The ~~the~~following ~~three~~comparative ~~months~~analysis ~~ended~~on ~~March~~results ~~31,~~of ~~2020,~~operations wewas ~~had~~based ~~cost~~on ofthe ~~revenue~~comparative offinancial ~~$21~~statements,~~787~~ ~~compared~~footnotes ~~with~~and ~~$15,938~~related information for the ~~same~~three ~~period~~and insix months ended June 30, 2020 and 2019. ~~The~~This ~~increase~~analysis ~~was~~should ~~mainly~~be ~~attributed~~read toin ~~greater~~conjunction ~~purchase~~with ~~cost~~the offinancial ~~products~~statements ~~for~~and ~~sales~~the ~~compared~~notes ~~with~~to ~~the~~those ~~cost~~statements ofthat ~~providing~~are ~~computer~~included ~~consulting~~elsewhere ~~services~~in this report.

~~Operating~~Three ~~Expenses~~Month Period Ended June 30, 2020 Compared to the Three Month Period Ended June 30, 2019

Total operating expenses for the three months ended March 31, 2020 were $287,853, an increase of $226,594, compared to the three months ended March 31, 2019 when total operating expenses were $61,259. The increase was primarily due to increase in salaries.

	For the Three Months Ended
	June 30,
	2020			2019			Change			%
Revenues - related party	$	-		$	21,760		$	(21,760	)	(100%)
Revenues - unrelated party		52,520			-			52,520			100	%
Cost of revenue		(46,520	)		(16,000	)		(30,520	)		191	%
Gross Profit		6,001			5,760			241			4	%
General and administrative expenses		(143,607	)		(27,381	)		(116,226	)		424	%
Professional fees		(26,838	)		(41,308	)		14,470		(35		)%
Interest income		-			17			(17	)	(100		)%
Net loss	$	(164,445	)	$	(62,912	)	$	(101,533	)		161	%

~~Net Loss~~Revenue

~~The~~For ~~net loss for~~ the three months ended ~~March~~June 3130, 2020, ~~was~~we generated revenue of $~~266~~52,~~275,~~520 anfrom ~~increase~~our sales of ~~$210,752~~fashion ~~compared~~and towellness ~~the~~products ~~three~~and ~~months~~surgical ~~ended~~masks ~~March~~via 31our e-commerce platform compared with $21,760 for the same period in 2019 ~~when~~from ~~the~~computer ~~net~~consulting ~~loss~~services ~~was~~provided $to ~~55,523~~a client. The increase was ~~primarily~~mainly ~~the~~attributed ~~result~~to greater amount of ~~increase~~sales inof ~~operating~~products ~~expenses~~compared with the computer consulting services provided.

~~Liquidity~~17 ~~and~~Table ~~Capital~~of ~~Resources~~Contents

	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	%

Cost of Revenue

	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	%

For the three months ended June 30, 2020, we have cost of revenue of $46,520, compared with $16,000 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.

~~Liquidity~~Operating 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.Expenses

	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	)%

Total operating expenses for the three months ended June 30, 2020 were $170,445, an increase of $101,756, compared to $68,689 for the same period in 2019. The increase was primarily due to the increase in salaries.

18Net ~~Table of Contents~~Loss

~~Cash~~The ~~Flows~~net ~~From~~loss ~~Operating~~for ~~Activities~~the three months ended June 30, 2020 was $164,445, an increase of $101,533, compared to $62,912 for the same period of 2019. The increase was primarily the result of the increase in operating expenses.

~~Net~~Six ~~cash~~Month ~~used~~Period inEnded ~~operating~~June ~~activities for the three month period ended March 31~~30, 2020 ~~was~~Compared ~~$218,769, compared~~ to ~~$106,316 for~~ the ~~three~~Six ~~month~~Month ~~period~~Period ~~ended~~Ended ~~March~~June 3130, 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.~~

Cash Flows From Financing Activities

	For the Six Months Ended
	June 30,
	2020			2019			Change			%
Revenues - related party	$	-		$	43,419		$	(43,419	)	(100%)
Revenues - unrelated party		95,885			-			95,885			100	%
Cost of revenue		(68,307	)		(31,938	)		(36,369	)		114	%
Gross Profit		27,579			11,481			16,098			140	%
General and administrative expenses		(400,543	)		(69,470	)		(331,073	)		477	%
Professional fees		(57,755	)		(60,478	)		2,723		(5		)%
Interest income		-			32			(32	)	(100		)%
Net loss	$	(430,719	)	$	(118,435	)	$	(312,284	)		264	%

We have financed our operations primarily with advances from shareholders. Net cash provided by financing activities was $203,069 during the three month period ended March 31, 2020 compared to $73,449 in the three month period ended March 31, 2019. The increase in cash provided by financing activities was primarily a result of an increase in advances from shareholders.Revenue

~~Plan~~For the six months ended June 30, 2020, we generated revenue of ~~Operation~~$95,885 from our sales of fashion and ~~Funding~~wellness products and surgical masks via our e-commerce platform compared with $43,419 for the same period in 2019 from computer consulting services provided to a client. The increase was mainly attributed to greater amount of sales of products compared with the computer consulting services provided.

WeCost ~~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.~~Revenue

~~Existing~~For ~~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~~six ~~twelve~~ months. Weended ~~have~~June no30, ~~lines of credit or other bank financing arrangements. Generally~~2020, we have ~~financed~~cost ~~operations to date through the proceeds~~ of ~~the~~revenue ~~private placement~~ of ~~equity~~$68,307, ~~and~~compared ~~debt instruments. In connection~~ with ~~our business plan~~$31,938 ~~management~~for ~~anticipates additional increases in operating expenses and capital expenditures relating to: (i)~~ the ~~acquisition~~same ofperiod ~~businesses~~ in ~~the health-related industry; (ii) acquisition of inventory; (iii) developmental expenses associated with a start-up business; and (iv) marketing expenses~~2019. WeThe ~~intend~~increase towas ~~finance~~mainly ~~these~~attributed ~~expenses with further issuances of equity securities and debt instruments. Thereafter, we expect we will need~~ to ~~raise~~greater ~~additional~~purchase ~~capital~~cost ~~and generate revenues to meet long-term operating requirements. Additional issuances~~ of ~~equity~~products orfor ~~convertible~~sales ~~debt~~compared ~~securities~~with ~~will~~the ~~result~~cost 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~~providing ~~new~~computer ~~business~~consulting ~~endeavors or opportunities, which could significantly and materially restrict our business operations~~services.

~~Material~~Operating ~~Commitments~~ Expenses

OnTotal ~~March~~operating ~~23,~~expenses ~~2018,~~for ~~our subsidiary, Windsor Honour Limited (“WHL”) entered into a Binding Heads of Agreement with~~ the ~~owner~~six ofmonths aended ~~land~~June ~~parcel for a senior care facility to be established in Chang Mai~~30, ~~Thailand.~~2020 ~~The~~were 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$458,298, asan ~~well~~increase ~~as daily operations and management~~ of the project. The land owner would be responsible for obtaining necessary construction, operation and other permits for the project and would provide necessary liaison with government officials. Total investment in the project for development and construction is estimated to be approximately 200 million Thai Baht (approximately US$~~6.4 million at current exchange rates)~~328,350, ~~for~~compared ~~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~~six ~~for~~months 90ended ~~years~~June ~~with automatic renewals~~30, ~~each~~2019 ~~for~~when ~~30 years. The~~ total ~~rent~~operating ~~for~~expenses ~~the~~were ~~first 90 years would be 10 million Thai Baht (approximately US~~$~~320~~129,~~000 at current exchange rates)~~948. InThe ~~addition~~increase towas ~~the~~primarily ~~rent,~~due ~~WHL may consider a discretionary bonus~~ to the ~~land~~increase ~~owner (with details to be agreed~~ in ~~the definitive agreements)~~salaries.

~~Upon~~Net 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.Loss

19The ~~Table~~net loss for the six months ended June 30, 2020 was $430,719, an increase of ~~Contents~~$312,284, compared to the six months ended June 30, 2019 when the net loss was $118,435. The increase was primarily the result of the increase in operating expenses.

No18 ~~assurance~~Table ~~can~~of 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. Contents

~~Inflation~~Liquidity and Capital Resources

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.

	June 30,			December 31,
	2020			2019			Change			%
Cash	$	42,153		$	22,339		$	19,814			89	%
Total assets	$	361,881		$	188,166		$	173,715			92	%
Total liabilities	$	2,086,897		$	1,482,463		$	604,434			41	%
Stockholders’ equity	$	(1,725,016	)	$	(1,294,297	)	$	(430,719	)		33	%

Off-Balance Sheet Arrangements

	June 30,			December 31,
	2020			2019			Change			%
Current assets	$	361,881		$	188,166		$	173,715			92	%
Current liabilities	$	2,086,897		$	1,482,463		$	604,434			41	%
Working capital deficiency	$	(1,725,016	)	$	(1,294,297	)	$	(430,720	)		33	%

AsLiquidity ofis the ~~date~~ability of ~~this~~an ~~Quarterly~~enterprise ~~Report~~to generate adequate amounts of cash to meet its needs for cash requirements. As of June 30, 2020, we dohad ~~not~~a ~~have~~working ~~any~~capital ~~off-balance~~deficit ~~sheet~~of ~~arrangements~~$1,725,016, ~~that~~an ~~have~~increase orof ~~are~~$430,720 ~~reasonably~~from ~~likely~~our toworking ~~have~~capital deficit of $1,294,297 at December 31, 2019. The increase in the deficit is primarily a ~~current~~result orof ~~future~~an ~~effect~~increase onin accounts payable and accrued liabilities and due to related parties, partially offset by an increase in cash and cash equivalent, accounts receivable, prepaid expenses and deposits and inventories. As of June 30, 2020, our ~~financial~~total ~~condition~~assets were $361,881 ~~changes~~compared to $188,166 in ~~financial~~total ~~condition~~assets at December 31, ~~revenues~~2019. orTotal assets as of June 30, 2020 were comprised of $42,153 in cash and cash equivalents, $38,462 in accounts receivable, $153,061 in prepaid expenses and deposits and $128,205 ~~results~~in inventories, 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 inventories. As of ~~operations~~June 30, ~~liquidity~~2020, ~~capital~~our ~~expenditures~~current orliabilities ~~capital~~were ~~resources~~$2,086,897 ~~that~~comprised ~~are~~of ~~material~~$1,738,621 due to ~~investors~~related parties and $348,276 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.

Going Concern

	For the Six Months Ended
	June 30,
	2020			2019			Change			%
Cash used in operating activities	$	(530,979	)	$	(131,310	)	$	(399,669	)		304	%
Cash provided by financing activities		550,793			79,439			471,354			593	%
Effects on changes in foreign exchange rate		-			884			(884	)	(100		)%
Net change in cash and cash equivalents	$	19,814		$	(50,987	)	$	70,801		(139		)%

~~The~~Cash ~~accompanying~~Flows ~~financial~~Used ~~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~~Operating ~~normal course of business.~~Activities

AsNet ~~reflected~~cash used in ~~the~~operating ~~accompanying~~activities ~~condensed~~for ~~consolidated financial statements,~~ the ~~Company~~six ~~had~~month anperiod ~~accumulated~~ended ~~deficit~~June ~~at March 31~~30, 2020 ofwas $1530,~~899~~979,~~261,~~ acompared ~~net~~to ~~loss~~$131,310 for the ~~three~~six ~~months~~month period ended ~~March~~June 3130, ~~2020~~2019. The increase of $~~266~~399,~~275~~669 ~~and~~was ~~net~~primarily ~~cash~~a ~~used~~result inof ~~operating~~an ~~activities~~increase ~~for~~in ~~the~~net ~~three~~loss ~~months~~and ~~ended~~accounts ~~March 31~~receiable, ~~2020~~prepaid ofexpenses ~~$218~~and deposits and inventories,~~769.~~ ~~These~~partially ~~conditions~~offset ~~raise~~by ~~substantial~~the ~~doubt~~increase ~~about~~in ~~our~~accounts ~~ability~~payable toand ~~continue~~accrued asliabilities, aduring ~~going~~the ~~concern~~period.

~~The~~Cash ~~Company~~Flows isFrom ~~attempting~~Financing 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.Activities

~~The~~We ~~condensed~~have ~~consolidated~~financed ~~financial~~our ~~statements~~operations doprimarily ~~not~~with ~~include~~advances ~~any~~from ~~adjustments~~shareholders. ~~related~~Net tocash provided by financing activities was $550,793 during the ~~recoverability~~six ~~and~~month ~~classification~~period ofended ~~recorded~~June ~~asset~~30, ~~amounts~~2020 orcompared to $79,439 in the ~~amounts~~six ~~and~~month ~~classification~~period ofended ~~liabilities~~June ~~that~~30, ~~might~~2019. beThe ~~necessary~~increase ~~should~~in ~~the~~cash ~~Company~~provided beby ~~unable~~financing toactivities ~~continue~~was asprimarily a ~~going~~result ~~concern~~of an increase in advances from shareholders.

~~The~~19 ~~independent~~Table 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.~~Contents

~~The~~Plan ~~Company’s controlling shareholder and Chief Executive Officer, Joseph Ho has provided a personal guarantee~~ of ~~loan~~Operation ~~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.~~Funding

20We ~~Table~~expect that working capital requirements will continue to be funded through further issuances of ~~Contents~~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.

~~Critical~~Existing ~~Accounting~~working ~~Policies~~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.

WeMaterial 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.Commitments

~~Use~~On March 23, 2018, our subsidiary, Windsor Honour Limited (“WHL”) entered into a Binding Heads of ~~Estimates~~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).

~~The~~Upon ~~preparation~~signing ofthe ~~financial~~definitive ~~statements~~agreement, inWHL ~~conformity~~will ~~with~~pay ~~U.S.~~2 ~~GAAP~~million ~~requires~~Thai ~~management~~Baht (approximately US$64,300 at current exchange rates) as a deposit to ~~make~~the ~~estimates~~land ~~and~~owner ~~assumptions~~within ~~that~~90 ~~affect~~days, which will be refundable if the ~~reported~~development ~~amounts~~plan offor ~~assets~~the ~~and~~land ~~liabilities~~as ~~and~~a ~~disclosure~~senior ofnursing ~~contingent~~home ~~assets~~facility ~~and~~has ~~liabilities~~not atbeen approved by the competent government authority within one year, or if before that date ofsuch ~~the~~authority ~~financial~~has ~~statements~~definitively asdenied ~~well~~the asapplication for the ~~reported~~development ~~amount~~plan ofupon ~~revenues~~the ~~and~~request ~~expenses~~of ~~during~~WHL. Otherwise, the ~~reporting~~deposit ~~period.~~will ~~Actual~~be ~~results~~applied ~~could~~to ~~differ~~the ~~from~~rent ~~these~~for ~~estimates~~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

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.

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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 June 30, 2020 of $2,063,705, a net loss for the six months ended June 30, 2020 of $430,719 and net cash used in operating activities for the six months ended June 30, 2020 of $530,979. 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 in writing that he would provide to the Company of up to $1.0 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.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable for smaller reporting companies.

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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 ~~March~~June 3130, 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 ~~March~~June 3130, 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 ~~March~~June 3130, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

2223 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** ~~Table~~Furnished ~~of Contents~~herewith

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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: May 4, 2020	By:	/s/ Joseph Ho
Dated: July 31, 2020	By:	/s/ Joseph Ho
		Name: Joseph Ho
	Name:	Joseph Ho
		Title: Chief Executive Officer Officer
	Title:	Chief Executive Officer
Dated: May 4, 2020	By:	/s/ Kenny Chow
Dated: July 31, 2020	By:	/s/ Kenny Chow
		Name: Kenny Chow
	Name:	Kenny Chow
		Title: Chief Financial Officer
	Title:	Chief Financial Officer

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