U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For quarterly period ended September 30, 20172018

OR

¨ 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.)

Rm. 1205, 12/F, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong

(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: 852-2468-3012

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)		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

As of October 24, 2017,November 10, 2018, 53,600,000 shares of the registrant’s common stock, par value $0.001, were outstanding.

UNION BRIDGE HOLDINGS LTD.LIMITED

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 20172018

TABLE OF CONTENTS

			Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements		4
	Condensed Consolidated Balance Sheets as of September 30, 20172018 (unaudited) and December 31, 20162017 (audited)		4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 20172018 and September 30, 20162017 (unaudited)		5
	Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 20172018 and September 30, 20162017 (unaudited)		6
	Notes to Condensed Financial Statements (unaudited)		7
Item 2.	Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations		911
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		1215
Item 4.	Controls and Procedures		1215
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		1316
Item 1A.	Risk Factors		1316
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		1316
Item 3.	Defaults Upon Senior Securities		1316
Item 4.	Mine Safety Disclosures		1316
Item 5.	Other Information		1316
Item 6.	Exhibits		1417
Signatures			1518

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 at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

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.

3

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UNION BRIDGE HOLDINGS LTD.LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)(UNAUDITED)

See accompanying notes to the unaudited financial statements

		September 30,				December 31
		2017				2016
ASSETS
Current Assets
Cash and cash equivalents		$	122,633			$	6,427
Prepaid expenses			3,333				10,000
Total Current Assets			125,966				16,427
TOTAL ASSETS		$	125,966			$	16,427
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		$	3,919			$	11,523
Due to related parties			223,964				54,601
Total Current Liabilities			227,883				66,124
TOTAL LIABILITIES			227,883				66,124
Stockholders' Deficit
Preferred stock, $0.001 par value, 20,000,000 shares authorized;
0 shares issued and outstanding			-				-
Common stock, $0.001 par value, 1,000,000,000 shares authorized;
53,600,000 shares issued and outstanding			53,600				53,600
Capital Deficiency			(18,400	)			(18,400	)
Accumulated deficit			(137,117	)			(84,897	)
Total Stockholders' Deficit			(101,917	)			(49,697	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	125,966			$	16,427

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

Table of Contents

UNION BRIDGE HOLDINGS LTD.LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)(UNAUDITED)

TheSee accompanying notes are an integral part of theseto the unaudited condensed consolidated financial statements.statements

5

Table of Contents

UNION BRIDGE HOLDINGS LTD.LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)(UNAUDITED)

TheSee accompanying notes are an integral part of theseto the unaudited condensed consolidated financial statements.statements

6

Table of Contents

UNION BRIDGE HOLDINGS LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SeptemberSEPTEMBER 30, 20172018

(UNAUDITED)

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

UNION BRIDGE HOLDINGS LIMITEDUnion Bridge Holdings Limited (the “Company”) was incorporated under the laws of the State of Nevada on May 6, 2014. The Company did not have operations that generated revenues and positive cash flows; however, the Company’s management has been developing a business relating toreviewing investment opportunities. As described below in “Recent Developments”, Management has identified certain opportunities that it believes may generate profits for the distribution of auto parts and components necessary for maintenance and repairs of automobiles and special equipment (construction, road machinery etc.) from China to Europe and CIS countries (Kyrgyzstan, Kazakhstan, Armenia, Azerbaijan, Tajikistan, Uzbekistan), but has recently developed a growth plan that includes expansion into businessesCompany in the health-related industry, with the goal to maintaining long term sustainable growth and shareholders' wealth creation.future.

Recent Developments

The accounting and reporting policies of the Company conform to accounting principles generally acceptedincorporated two new wholly owned subsidiaries in the United StatesBritish 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 America, andmotorized wheelchairs, as the first product in an expected portfolio of products targeted at this market.

On February 2, 2018, the Company’s fiscal year end is December 31.subsidiary Union Beam Investment Limited (“UB”) established Qianhai Lianqiao Investment Consulting (Shenzhen) Company Limited, renamed as Union Beam Trading (Shenzhen) Limited (“UB Trading”), a wholly foreign owned entity in the People’s Republic of China (“PRC”), to engage in the sale of healthcare products and services.

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

On May 25, 2018,UC established Sino Silver (Qianhai) Holdings Ltd. (“Sino Silver Qianhai”), a wholly owned entity in the PRC, to engage in the provision of elderly home care services, to establish senior care centers and to provide community services. As of September 30, 2018, UC and Sino Silver Qianhai have not yet commenced business.

On September 20, 2018, Sino Silver Qianhai established Sino Sliver (Beijing) Elderly Service Ltd. (“Sino Silver Beijing”) in the PRC, to engage in the provision of elderly home care services, to establish senior care centers and to provide community services in Beijing region. As of September 30, 2018, Sino Silver Beijing has not yet commenced business.

Going Concern

The accompanying unaudited interim financial statements have been prepared in conformity with accounting principles generally accepted inassuming that the United States of America, which contemplate continuation of the Company will continue as a going concern. However,concern; however, the Company has incurred a net loss of $239,701 for the nine monthsperiod ended September 30, 20172018. As of $52,220,September 30, 2018, the Company had an accumulated deficit of $137,117,$488,944, working capital deficit of $435,406, and stockholders’ deficit of $435,406; its net cash flows used in operating activities of $25,530, and needs additional cash to maintain its operations.for the nine month period ended September 30, 2018 was $157,476.

These factors raise substantial doubt abouton the Company's ability to continue as a going concern. The accompanying unaudited interim financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company'sManagement’s plan for the Company’s continued existence is dependent upon management'sManagement's ability to identify investment opportunities, develop profitable operations, continued contributions from the Company's executive officersthose opportunities to finance its operations and the abilitygenerate profit; additionally, Management will need to obtain additional funding sourcescontinue to explore potential strategic relationships andrely on certain related parties to provide funding for investment, working capital, and other resourcesgeneral corporate purposes, and management expertise to the Company at less than prevailing market rates. If Management is unable to execute its plan, the Company may become insolvent.

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

7

Table of Contents

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete 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 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'sCompany’s Annual Report on Form 10-K, for the year ended December 31, 2016,2017, as filed with the SEC on March 29, 2017.April 2, 2018.

Basis of Consolidation

These financial statements include the accounts of the Company and theits wholly-owned subsidiaries,subsidiaries: First Channel Limited (“FC”), UB, PC, WH, UB Trading, UC, Sino Silver Qianhai and Union Beam Investment Limited.Sino Silver Beijing. All material intercompany sales, purchases, balances, investments, and transactionscapital have been eliminated.

7

Table of Contents

Use of Estimates

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

Foreign Currency Translation and Re-measurement

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

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

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

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

8

Table of Contents

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

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

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

Cash and Cash Equivalents

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

Income Taxes

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

Earnings Per Share

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

9

Table of Contents

Recent accounting pronouncementsAccounting Pronouncements

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

NOTE 3 - RELATED-PARTY TRANSACTIONS

DuringFor the nine month periodsthree-month period ended September 30, 20172018, Joseph Ho (“Mr. Ho”), the Company’s director and 2016, directors haveUnion Glory Gold Holdings Limited, a Company controlled by Mr. Ho advanced a total of $130,895 and paid $27,627 and $34,203, respectively, of operating expenses on behalf of the Company.

During the nine month periods ended September 30, 2017 and 2016, directors have advanced $141,736 and $0, respectively, to the Company to use as working capital.totaling $45,728.

As of September 30, 2017,2018 and December 31, 2016,2017, the Companybalances owed to related parties $223,964totaled $454,948 and $54,601,$208,310, respectively.

The Company’s principal executive offices are located in Hong Kong, which it shares with its controlling shareholder, are furnishedKong. The office premises were provided by Company’s controlled by Mr. Ho at no charge to the Company.

The Company without any charge.is subject to the risk that if the related parties do not continue to provide services and advances to fund the company’s operations or expansion, or if those related parties demand immediate repayment, the Company may become insolvent.

NOTE 4 - SUBSEQUENT EVENTS

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.

The Company has analyzed its operations subsequent to September 30, 20172018 to the date these financial statements were issued, and has determined that it does not have any material events to disclose.

810

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONOPERATIONS

The 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 and the principal factors that have affected the Company’s financial condition, as well as its liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on the Company’s unaudited 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

Union Bridge Holdings Limited (the “Company”) wasWe were incorporated under the laws of the State of Nevada on May 6, 2014 under the name Costo, Inc. On May 23, 2016, the Company changed its name to Union Bridge Holdings Limited in connection with its growth plan that includes expansion into businessesengage in the health-related industry with the goal to maintaining long term sustainable growth and shareholders’ wealth creation. The Company is evaluating the viabilitybusiness of becoming a distributor of autodistributing automobile parts and components necessary for the maintenance and repairsrepair of automobiles and specialspecialty equipment, (construction,including construction and road machinery, etc.) fromprincipally in China, to Europe and CIS countries (Kyrgyzstan, Kazakhstan, Armenia, Azerbaijan, Tajikistan, and Uzbekistan).

The Company is planningcertain Commonwealth of Independent States countries. We changed our name to use the recently formed subsidiaries discussed below to expand its business to include business operations in the health-related industry. Prospective targets are companies in the biotech industry, innovative healthcare products such health supplements and devices as well as healthcare hospitality and service operations. Our expansion is expected to include raising working capital. We have not entered into any definitive agreements for acquisitions and do not have any commitments for financing as of the date of this report.

Union Beam InvestmentBridge Holdings Limited a Hong Kong company, was formed on February 18, 2016 and First Channel Limited, a British Virgin Islands company was formed on March 18, 2016. Union Beam became a wholly owned subsidiary of First Channel on August 11, 2016 and First Channel became a wholly owned subsidiary of the Company on August 8, 2016. The Company plans to use these newly formed subsidiaries to expand the Company’s business operations in the health-related industry.

Change in Fiscal Year End

On May 23, 2016 in connection with our expanded business plan under which we determined to expand operations into the Company changed its fiscal year endhealth care industry. We never achieved any revenues from November 30our automobile and specialty equipment business and during the fourth quarter of 2017 we determined to December 31. The Company now operatesdiscontinue that area of business.

Since May 23, 2016 we have taken steps to position our company to operate in two segments of the health care industry: (i) as a distributor in Asia of technologically advanced medical equipment devices and other lifestyle products and services for the elderly, including, but not limited to wheelchairs and telemedic devices, and (ii) as an operator of senior care facilities in Asia, including, but not limited to Hong Kong, China and Thailand. For the telemedic devices, we are applying to the Taiwan Food and Drug Administration. We will require additional capital to finance our proposed operations, including our proposed Chang Mai, Thailand senior care facility project. No assurance can be given that we will successfully negotiate definitive agreements with respect to our various projects, successfully distribute products and services, achieve revenues or profitability, or raise capital as and when needed or that we will be able to do so on reasonable terms. We will also need to develop a calendar year ending on December 31.sales force and engage qualified project partners to develop our business as presently contemplated.

RESULTS OF OPERATIONS

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

The following comparative analysis on results of operations was based primarily on the comparative financial statements, footnotes and related information for the periods identified belowthree and nine months ended September 30, 2018 and 2017. This analysis should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report.

The results discussed below are for the three and nine months ended September 30, 2017 and September 30, 2016. For comparative purposes, we are comparing the three and nine months ended September 30, 2017 to the three and nine months ended September 30, 2016 as a result of our change in fiscal year end from November 30 to December 31, discussed above.

9

Table of Contents

Three and Nine Month Periods Ended September 30, 20172018 Compared to the Three and Nine Month Periods Ended September 30, 20162017

Revenue

During the three and nine months ended September 30, 2017 and September 30, 20162018, we generated other income amounting to $1,274 for provision of services to a related party. We did not generate any revenue.revenues during the three and nine-months ended September 30, 2017.

11

Table of Contents

Operating Expenses

Total operating expenses for the three and nine months ended September 30, 2017 increased by $4,9772018 were $75,620 and $170,571, an increase of $59,824 and $118,351, respectively, compared to the three months ended September 30, 2016. Total operating expenses for theand nine months ended September 30, 2017 increased by $3,112 compared to the nine months ended September 30, 2016.when total operating expenses were $15,796 and $52,220 respectively. The increases wereincrease was primarily due to an increase inincreased SEC reporting and professional fees incurred in connection with the Company’s reporting obligations to the Securities and Exchange Commission.fees.

Net Loss

The net loss for the three and nine months ended September 30, 20172018 was $15,796,$74,719 and $239,701, an increase of $4,977$58,923 and $187,481, respectively, compared to the three months ended September 30, 2016. The net loss for theand nine months ended September 30, 2017 when the net loss was $52,220, an$15,796 and $52,220. The increase of $3,112 compared towas primarily the nine months ended September 30, 2016. The increases were primarily a result of the increase inincreased operating expenses discussed above.and a tax penalty of $70,424, resulting from our failure to timely file certain foreign ownership tax forms, which amount includes interest. We have appealed the penalties as excessive.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of September 30, 2017,2018, we had a working capital deficit of $101,917,$435,406, an increase of $52,220$239,763 compared to our working capital deficit of $49,697$195,643 on December 31, 2016.2017. The increase is primarily a result of an increasethe net loss in total current liabilities of $161,759, partially offset by an increase in total current assets of $109,539.this period.

Cash Flows From Operating Activities

Net cash used in operating activities for the nine month period ended September 30, 20172018 was $25,530,$157,476, compared to $11,141$25,530 for the nine month period ended September 30, 2016.2017. The increase of $14,389$131,946 was primarily a result of a reduction in accounts payableincreased SEC reporting and partially offset by a reduction in prepaid expenses and expenses paid directly by related parties.professional fees.

Cash Flows From Financing Activities

We have financed our operations primarily with advances from shareholders. Net cash provided by financing activities was $141,736$180,522 during the nine month period ended September 30, 20172018 compared to $0$141,736 in the nine month period ended September 30, 2016.2017. The increase of $38,786 in cash provided by financing activities consisted of proceedsadvances from related party advances.shareholders.

Plan of Operation and Funding

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

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

1012

Table of Contents

Material Commitments

AsOn March 23, 2018, our subsidiary, Windsor Honour Limited (“WHL”) entered into a Binding Heads of SeptemberAgreement 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 2017,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).

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

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

Through our subsidiary, Phoenix Creation Global Limited ("Phoenix"), on Apr 20, 2018 we hadentered into a Letter of Intent with Shenyang Shenhe Yixi Home Care Service Center ("Shenyang Yixi") to enter into a joint venture to promote the development of the elderly care business in China. After completing our due diligence and further discussion with Yixi, we have determined not to proceed with Yixi.

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

Through our agent, Union Glory Gold Holdings, on October 3, 2018, we signed a non-binding Beijing Elderly Satellites Cooperative Development Proposal (the “Proposal”) with Caroline Holding Group Co., Ltd. of China (“Caroline”) regarding cooperation on opportunities in developing satellite centers that provide home care services and community activities for the elderly and rehabilitation institutions for the elderly in Beijing, China. Through the Proposal, our subsidiary, Beijing Yihua Elderly Service Limited (“Yihua”), will be jointly owned by us and Caroline in a ratio of 70% and 30% respectively. Caroline would contribute the entitlement of the government project “"Research and Application of Common Technology for the Aged Services”" (part of the household pension management software and programme), obtain necessary government approvals for the facilities and provide management services. Caroline expects total investment in the venture over 2 years will not be less than RMB 50 million for at least 100 elderly satellite centers and 20 rehabilitation facilities by the end of 2020. We will be responsible for arranging the necessary financing. No assurance can be given that the proposed transactions under the Proposal will be successfully developed and completed because (i) we may not be able to successfully negotiate definitive agreements for the transactions with Caroline; (ii) we may not be able to obtain necessary financing for the Proposal; (iii) Caroline may not be able to obtain all necessary government permits for future facilities; and (iv) Caroline may not be able to successfully operate the existing facilities or manage the development, construction and operation of future facilities.

On November 6, 2018, our subsidiary, First Channel Limited (“First Channel”), signed a Memorandum of Understanding ("MOU") with APrevent Medical Inc. ("APrevent") regarding a potential share exchange between UGHL and APrevent. APrevent is a medical device company which designs, manufactures and distributes medical equipment and is currently developing two projects, including Vocal Implant System (VOIS). VOIS is a laryngeal implant used for glottis insufficiency (vocal fold paralysis). Medialization thyroplasty Type I (MT) is the standard treatment for glottis insufficiency, by inserting artificial or transplanted materials into the paraglottic space to achieve glottis closure. In patients with a large glottis gap or high vagal lesions, a surgical procedure, arytenoid adduction (AA), can be performed to reduce the posterior glottis gap and correct the vertical height difference between the vocal folds. Unlike existing products, APrevent’s VOIS implant combines the advantage of both MT and AA for optimized results. The prospective share exchange is subject to the results of each party’s due diligence, agreement on valuation (and therefore number of shares to be exchanged), negotiation of definitive agreements and approval of the board of directors of each party. Accordingly, no assurance can be given that the share exchange will be completed.

13

Table of Contents

Inflation

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

Off-Balance Sheet Arrangements

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

Going Concern

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

As reflected in the accompanying condensed consolidated financial statements, the Company had an accumulated deficit at September 30, 20172018 of $137,117,$488,944, a net loss for the nine months ended September 30, 20172018 of $52,220$239,701 and net cash used in operating activities for the nine months ended September 30, 20172018 of $25,530.$157,476. 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, 20162017 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.

On March 31, 2018, our chief executive officer, Joseph Ho, agreed to loan up to $1 million to the Company for investment and working capital purposes upon management’s request. Any such loans would be interest free, have no fixed repayment terms and would be repayable upon demand.

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.

 

14

Table of Contents

Use of Estimates

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

11

Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishingEvaluation of Disclosure Controls and maintaining a system ofProcedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act)Act that isare designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periodsas specified in the Commission’sSEC’s rules and forms. Disclosure controlsforms and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed by an issuerus in the reports that it files or submitswe file under the Exchange Act is accumulated and communicated to the issuer’sour management, including its principal executive officer or officersour Chief Executive Officer and principal financial officer or officers, or persons performing similar functions, as appropriateChief Financial Officer, to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and Management, with the participation of our managementChief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2017.2018. 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 such dateSeptember 30, 2018 due to ensure that information requiredthe 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 disclosedmaterially 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 reportsmaterial 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 we file or submit underour 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 Exchange Act, is recorded, processed, summarizedobjectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and reportedthe 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 the time periods specified in SEC rules and forms.our company have been detected.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the three month period ended September 30, 20172018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

1215

Table of Contents

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

1316

Table of Contents

ITEM 6. EXHIBITS

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

** Furnished herewith

1417

Table of Contents

SIGNATURES

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

	UNION BRIDGE HOLDINGS LIMITED
Dated: October 25, 2017November 14, 2018	By:	/s/ Joseph Ho
	Name:	Joseph Ho
	Title:	Chief Executive Officer and
Dated: November 14, 2018	By:	/s/ Kam Pang Chim
	Name:	Kam Pang Chim
	Title:	Chief Financial Officer

1518