SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2017
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 000-55563
UNITY GLOBAL HOLDINGS LTD.
(Exact name of registrant as specified in its charter)
JACKSON HILL ACQUISITION CORPORATION
(Former name of registrant as specified in its charter)
| Delaware | 81-1014217 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Room 1217, North Tower, Concordia Plaza
No. 1 Science Museum Road
TsimShaTsui East
Kowloon, Hong Kong
(Address of principal executive offices) (zip code)
(86) 139-2742-9282
(Registrant’s telephone number, including area code)
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 ☒ 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated Filer ☐ | |
| Non-accelerated filer ☐ | Smaller reporting company ☒ | |
| (do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
Indicate the number of shares outstanding of each of the issuer’s classes of stock, as of the latest practicable date.
| Class | Outstanding at May 15, 2017 | |
| Common Stock, par value $0.0001 | 205,000,000 | |
| Documents incorporated by reference: | None |
FINANCIAL STATEMENTS
| Condensed Balance Sheets as of March 31, 2017 (unaudited) and December 31, 2016 | 1 |
| Condensed Statements of Operations for the Three Months Ended March 31, 2017 and 2016 (unaudited) | 2 |
| Condensed Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016 (unaudited) | 3 |
| Notes to Condensed Financial Statements (unaudited) | 4-8 |
UNITY GLOBAL HOLDINGS LTD.
CONDENSED BALANCE SHEETS
| March 31, 2017 | December 31, 2016 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | - | $ | - | ||||
| Total Assets | $ | - | $ | - | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accrued liabilities | $ | 3,175 | $ | 4,175 | ||||
| Loan from an unrelated party | 7,175 | 1,000 | ||||||
| Total Liabilities | 10,350 | 5,175 | ||||||
| Stockholders' Equity | ||||||||
| Preferred stock, $0.0001 par value 20,000,000 shares authorized; none issued and outstanding at March 31, 2017 and December 31, 2016 | - | - | ||||||
| Common Stock, $0.0001 par value, 500,000,000 shares authorized; 205,000,000 shares and 205,000,000 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 20,500 | 20,500 | ||||||
| Discount on Common Stock | (20,500 | ) | (20,500 | ) | ||||
| Additional paid-in capital | 6,550 | 6,550 | ||||||
| Accumulated deficit | (16,900 | ) | (11,725 | ) | ||||
| Total stockholders' deficit | (10,350 | ) | (5,175 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | - | $ | - | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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UNITY GLOBAL HOLDINGS LTD.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the three months ended March 31, | For the three months ended March 31, | |||||||
| 2017 | 2016 | |||||||
| Revenue | $ | - | $ | - | ||||
| Cost of Revenues | - | - | ||||||
| Gross Profit | - | - | ||||||
| Operating expenses | 5,175 | 650 | ||||||
| Operating Loss | (5,175 | ) | (650 | ) | ||||
| Loss before income taxes | (5,175 | ) | (650 | ) | ||||
| Income Tax Expense | - | - | ||||||
| Net loss | $ | (5,175 | ) | $ | (650 | ) | ||
| Loss per share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average shares - basic and diluted | 205,000,000 | 20,000,000 | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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UNITY GLOBAL HOLDINGS LTD.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the three months ended March 31, | For the three months ended March 31, | |||||||
| 2017 | 2016 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net Loss | $ | (5,175 | ) | $ | (650 | ) | ||
| Non-cash adjustments to reconcile net loss to net cash: | ||||||||
| Expenses paid for by stockholder and contributed as capital | - | 1,150 | ||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accrued liabilities | (1,000 | ) | (500 | ) | ||||
| Net cash used in operating activities | (6,175 | ) | - | |||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from loan from an unrelated party | 6,175 | - | ||||||
| Net cash provided by financing activities | 6,175 | - | ||||||
| Net increase in cash | - | - | ||||||
| Cash, beginning of period | - | - | ||||||
| Cash, end of period | $ | - | $ | - | ||||
| SUPPLEMENTAL DISCLOSURES: | ||||||||
| Cash paid during the period for: | ||||||||
| Income tax | $ | - | $ | - | ||||
| Interest | $ | - | $ | - | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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UNITY GLOBAL HOLDINGS LTD.
Notes to Unaudited Condensed Financial Statements
NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Unity Global Holdings Ltd. (formerly Jackson Hill Acquisition Corporation) (the “Company”) was incorporated on December 11, 2015 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange.
On June 1, 2016 the Company amended its certificate of incorporation to increase the authorized number of shares of common stock to 500,000,000.
On June 29, 2016 the Company effected a change in control by the following actions:
The Company redeemed an aggregate of 15,000,000 shares of the 20,000,000 outstanding of common stock, pro rata, from the then two shareholders. James Cassidy resigned as the Company’s president, secretary and director and James McKillop resigned as the Company’s vice president and director. Chin Kha Foo was named the sole officer and director of the Company.
Subsequent to the change in control, the Company anticipates that it will develop, through acquisition of a private company or development of its business plan, as a company focusing real estate investments in the United States, e-commerce including sales of fine jewelry, educational materials, and healthy life style foods and technologies.
In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s unaudited condensed financial statements. Such unaudited condensed financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying unaudited condensed financial statements. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. The results for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017.
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USE OF ESTIMATES
The preparation of unaudited condensed financial statements in conformity with 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 condensed financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
CASH
Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of March 31, 2017 and December 31, 2016.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of March 31, 2017 and December 31, 2016.
INCOME TAXES
Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2017 and December 31, 2016, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.
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LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of March 31, 2017 and December 31, 2016, there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the unaudited condensed financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the unaudited condensed financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.
RECENT ACCOUNTING PRONOUNCEMENTS
On November 20, 2015, FASB issued ASU-2015-17-Income Taxes. The Board is issuing this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Company is still in the process of evaluating future impact of adopting this standard. Management believes that the impact of this ASU to the Company’s financial statements would be insignificant.
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In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows”. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4) Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact of this new standard on its financial statements and related disclosures.
In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory”, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. The Company is currently evaluating the impact of adopting ASU 2016-16 on its financial statements.
In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. The amendments affect reporting entities that are required to evaluate whether they should consolidate a variable interest entity in certain situations involving entities under common control. Specifically, the amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its financial statements and related disclosures.
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NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and has sustained operating loss of $5,175 and $650 for the three months ended March 31, 2017 and 2016, respectively. The Company had a working capital deficit of $10,350 and an accumulated deficit of $16,900 as of March 31, 2017 and a working capital deficit of $5,175 and an accumulated deficit of $11,725 as of December 31, 2016. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.
The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The unaudited condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.
NOTE 3 - ACCRUED LIABILITIES
As of March 31, 2017 and December 31, 2016, the Company had accrued professional fees of $3,175 and $4,175.
NOTE 4 - LOAN FROM AN UNRELATED PARTY
Loan from an unrelated party amounted to $7,175 and $1,000 as of March 31, 2017 and December 31, 2016, respectively. Loan from an unrelated party is payments made by an unrelated party for professional fees on behalf of the Company. The loan is unsecured, had no written agreement, due on demand with no maturity date and bearing no interest.
NOTE 5 - STOCKHOLDERS’ DEFICIT
On December 11, 2015 the Company issued 20,000,000 founders common stock to two directors and officers. The Company is authorized to issue 500,000,000 shares of common stock and 20,000,000 shares of preferred stock. Of 20,000,000 shares issued, 15,000,000 were redeemed on June 29, 2016. As part of a change of control, the Company issued 200,000,000 shares of its common stock on June 30, 2016.
As of March 31, 2017, 205,000,000 shares of common stock and no preferred stock were issued and outstanding.
NOTE 6 - SUBSEQUENT EVENT
Management has evaluated subsequent events through May 15, 2017, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of March 31, 2017 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unity Global Holdings Inc. (formerly “Jackson Hill Acquisition Corporation”) was incorporated on December 11, 2015 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Unity Global Holdings Inc. (“Unity” or the “Company”) is a blank check company and qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act which became law in April, 2012.
On June 1, 2016, the shareholders of the Company and the Board of Directors unanimously approved an amendment to the Company’s certificate of incorporation increasing the authorized number of shares of common stock from 100,000,000 to 500,000,000. The authorized number of non-designated preferred stock remained unchanged at 20,000,000.
On June 29, 2016 the Company effected a change in control by the following actions: the Company redeemed an aggregate of 15,000,000 shares of the 20,000,000 outstanding of common stock, pro rata, from the then two shareholders. James Cassidy resigned as the Company’s president, secretary and director and James McKillop resigned as the Company’s vice president and director.
Chin Kha Foo was named the sole officer and director of the Company.
On June 30, 2016, the Company issued 200,000,000 shares of its common stock to Chin Kha Foo.
As part of the change in control, the Company changed its name to Unity Global Holdings Ltd.
The Company has no operations nor does it currently engage in any business activities generating revenues. The Company anticipates that it will develop, through acquisition of a private company or the development of its own business plan, to be involved in real estate investments in the United States, e-commerce including sales of fine jewelry, educational materials, and healthy life style foods and technologies.
A combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.
No assurances can be given that the Company will be successful in locating or negotiating with any target company.
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As of March 31, 2017 the Company had not generated revenues and had no income or cash flows from operations since inception. The Company had sustained net loss of $5,175 and an accumulated deficit of $16,900 for the three months ended and as of March 31, 2017.
The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations.
Management will pay all expenses incurred by the Company. There is no expectation of repayment for such expenses.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Information not required to be filed by Smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company’s principal executive officer (who is also the principal financial officer).
Based upon that evaluation, he believes that the Company’s disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Quarterly Report.
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Changes in Internal Controls
There was no change in the Company’s internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued 20,000,000 common shares pursuant to Section 4(2) of the Securities Act of 1933 at par as follows:
From December 11, 2015 until the date of the report, the Company issued the following shares of its common stock:
| Name | Number of Shares | ||
| James Cassidy | 10,000,000 | ||
| 7,500,000 redeemed June 29, 2016 | |||
| James McKillop | 10,000,000 | ||
| 7,500,000 redeemed June 29, 2016 | |||
| June 30, 2016: | |||
| Chin Kha Foo | 200,000,000 |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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ITEM 5. OTHER INFORMATION
| (a) | Not applicable. | |
| (b) | Item 407(c)(3) of Regulation S-K: |
During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
| (a) | Exhibits |
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SIGNATURES
Pursuant to 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.
| UNITY GLOBAL HOLDINGS LTD | ||
| By: | /s/ Chin Kha Foo | |
| Chin Kha Foo | ||
| President, Chief Financial Officer | ||
Dated: May 15, 2017
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