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EX-32.1 - United Royale Holdings Corp.ex32-1.htm
EX-31.1 - United Royale Holdings Corp.ex31-1.htm

 

 

 

UNITED STATES

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 The Quarterly Period Ended June 30, 2018

 

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 333-208978

 

United Royale Holdings Corp.

(Exact name of registrant issuer as specified in its charter)

 

Nevada   98-1253258
(State or other jurisdiction of
incorporation or organization)
 

(I.R.S. Employer

Identification No.)

 

Unit Room 7C, World Trust Tower Building,

50 Stanley Street, Central, Hong Kong

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code (852) 3610-2665

 

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 (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

 

YES [  ] NO [X]

 

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. (Check one):

 

Large Accelerated Filer [  ] Accelerated Filer [  ] Non-accelerated Filer [  ] 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 Exchange Act). Yes [  ] No [X]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class   Outstanding at August 9, 2018
Common Stock, $.0001 par value   141,965,520

 

 

 

   
 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
     
ITEM 1. CONDENSED FINANCIAL STATEMENTS:  
     
  Condensed Balance Sheets as of June 30, 2018 (unaudited) and December 31, 2017 (audited) F-1
     
  Condensed Statement of Operations for the Three Months and Six Months Ended June 30, 2018 (unaudited) F-2
     
  Condensed Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2018 (unaudited) F-3
     
  Condensed Statement of Cash Flows for the Six Months Ended June 30, 2018 and 2017 (unaudited) F-4
     
  Notes to the Condensed Financial Statements (unaudited) F-5 – F-10
     
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3
     
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 5
     
ITEM 4. CONTROLS AND PROCEDURES 5
     
PART II OTHER INFORMATION  
     
ITEM 1 LEGAL PROCEEDINGS 6
     
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 6
     
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 6
     
ITEM 4 MINE SAFETY DISCLOSURES 6
     
ITEM 5 OTHER INFORMATION 6
     
ITEM 6 EXHIBITS 6
     
SIGNATURES 7

 

 -2- 
 

 

PART I — FINANCIAL INFORMATION

 

ITEM 1. CONDENSED FINANCIAL STATEMENTS

 

UNITED ROYALE HOLDINGS CORP.

CONDENSED BALANCE SHEETS

AS OF JUNE 30, 2018 AND DECEMBER 31, 2017

(Currency expressed in United States Dollars (“US$”), except for number of share)

 

  

As of

June 30, 2018

  

As of

December 31, 2017

 
   (Unaudited)     
ASSETS          
CURRENT ASSETS          
Cash and cash equivalents  $352,603   $440,868 
Prepaid expenses   5,275    425 
TOTAL CURRENT ASSETS  $357,878   $441,293 
           
NON-CURRENT ASSETS          
Plant and equipment, net   2,585    3,232 
TOTAL ASSETS  $360,463   $444,525 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES          
Accrued liabilities  $9,300   $18,300 
Due to Director   4,028    4,028 
TOTAL CURRENT LIABILITIES  $13,328   $22,328 
TOTAL LIABILITIES  $13,328   $22,328 
           
STOCKHOLDERS’ EQUITY          
Preferred stock – Par value $0.0001; Authorized: 200,000,000 None issued and outstanding   -    - 
Common stock – Par value $ 0.0001; Authorized: 600,000,000 Issued and outstanding: 141,965,520 shares as of June 30, 2018 and December 31, 2017   14,197    14,197 
Additional paid-in capital   643,448    643,448 
Accumulated deficit   (310,510)   (235,448)
TOTAL STOCKHOLDERS’ EQUITY   347,135    422,197 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $360,463   $444,525 

 

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

 

 F-1 
 

 

UNITED ROYALE HOLDINGS CORP.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

(Unaudited)

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2018   2017   2018   2017 
REVENUE  $-    12,500   $-    12,500 
                     
COST OF REVENUE  $-    10,000   $-    10,000 
                     
GROSS PROFIT  $-    2,500   $-    2,500 
                     
OPERATING EXPENSES:                    
General and administrative  $(30,664)   (7,457)  $(75,121)   (13,598)
                     
LOSS FROM OPERATIONS  $(30,664)   (4,955)  $(75,121)   (11,096)
                     
Foreign currency loss and other income (expense), net   23    -    59    - 
                     
LOSS BEFORE INCOME TAX   (30,641)        (75,062)     
                     
INCOME TAX EXPENSE   -    -    -    - 
                     
NET LOSS  $(30,641)   (4,955)  $(75,062)   (11,096)
                     
NET LOSS PER SHARE, BASIC AND DILUTED  $(0.00)   (0.00)   (0.00)   (0.00)
                     
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED   141,965,520    201,965,520    141,965,520    201,965,520 

 

See accompanying notes to the unaudited financial statements.

 

 F-2 
 

 

UNITED ROYALE HOLDINGS CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR SIX MONTHS ENDED JUNE 30, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

   COMMON STOCK   ADDITIONAL         
   Number of Shares   Amount   PAID-IN CAPITAL  

ACCUMULATED

DEFICIT

  

TOTAL

EQUITY

 
Balance as of December 31, 2017 (Audited)   141,965,520   $14,197   $643,448   $(235,448)  $422,197 
Net loss for the six months ended June 30, 2018   -    -    -    (75,062)   (75,062)
Balance as of June 30, 2018 (Unaudited)   141,965,520   $14,197   $643,448   $(310,510)  $347,135 

 

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

 

 F-3 
 

 

UNITED ROYALE HOLDINGS CORP.

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

  

For the six

months ended

June 30, 2018

  

For the six

months ended

June 30, 2017

 
   (Unaudited)   (Unaudited) 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(75,062)  $(11,096)
Adjustments to reconcile net loss to net cash used in operating activities          
Depreciation expenses   647    - 
Changes in operating assets and liabilities:          
Decrease in accrued liabilities   (9,000)   (1,585)
Increase in prepayment   (4,850)   (1,350)
Net cash flows used in operating activities   (88,265)   (14,031)
CASH FLOWS USED IN INVESTING ACTIVITIES:          
Purchase of Non-current Assets   -    (3,878)
Net cash flows used in investing activities   -    (3,878)
CASH FLOWS FROM FINANCING ACTIVITIES          
Advance from directors   -    3,878 
Net cash used in/provided by financing activities   -    3,878 
Net changes in cash and cash equivalents   (88,265)   (14,031)
Cash and cash equivalents, beginning of period   440,868    468,582 
           
CASH AND CASH EQUIVALENTS, END OF YEAR/PERIOD  $352,603   $454,551 
           
SUPPLEMENTAL CASH FLOWS INFORMATION          
Income taxes paid  $-   $- 
Interest paid  $-   $- 

 

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

 

 F-4 
 

 

UNITED ROYALE HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017 (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

1. BASIS OF PRESENTATION

 

The accompanying unaudited condensed financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

 

In the opinion of management, the balance sheet as of June 30, 2018 which has been derived from audited financial statements and these unaudited condensed financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended June 30, 2018 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2018 or for any future period.

 

These unaudited condensed financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Form 10-K for the year ended December 31, 2017.

 

2. DESCRIPTION OF BUSINESS AND ORGANIZATION

 

United Royale Holdings Corp., formerly known as Bosy Holdings Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on June 23, 2015. We intend to offer planting and cultivation services to land owners in regards to the planting and cultivation of Aquilaria Subintegra & Aquilaria Sinensis trees. We also intend to provide services relating to the extraction of Agarwood from such trees through a process known as “inoculation.”

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

Use of estimates

 

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheet, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

 

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

 F-5 
 

 

Our deposit is currently deposit in HSBC Hong Kong, and there is a Deposit Protection Scheme protects our eligible deposits held with bank in Hong Kong which is members of the Scheme. The scheme will pay us a compensation up to a limit of HKD500,000, which is equivalent to $64,102, if HSBC Hong Kong fails.

 

Plant and equipment

 

Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:

 

Classification   Useful Life
Computer and Software   3 years

 

The Company purchased 2 computers at the end of June 2017, and the computers has been subject to depreciation since the utilization in July 2017. Expenditures for maintenance and repairs will be expensed as incurred.

 

Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. Hong Kong Dollars (“HK$”), which is the respective functional currencies for the Company as the deposit is currently kept in HSBC Hong Kong.

 

Translation of amounts from HK$ of the Company into US$ has been made at 7.8 for the three months ended June 30, 2018 and 2017, and year ended December 31, 2017.

 

 F-6 
 

 

Revenue recognition

 

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue From Contracts With Customers”, the Company recognizes revenue from sales of goods and services when the following five following steps are carried out: (1) Identify the contract; (2) Identify the performance obligations; (3) Determine the transaction price; (4) Allocate the transaction price; (5) Recognize revenue. For the six months ended June 30, 2018 and 2017, the company had no revenue recorded, as a result, there was no effect on revenue by adopting ASC 606 starting from January 1, 2018.

 

Income taxes

 

The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income.

 

Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods.

 

 F-7 
 

 

Fair value of financial instruments

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, prepayments, amount due to a director and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

The Company 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:

 

●       Level 1 : Observable inputs such as quoted prices in active markets;

 

●       Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

●       Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

 

Recent accounting pronouncements

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard further requires new disclosures about contracts with customers, including the significant judgments the company has made when applying the guidance. We adopted the new standard effective January 1, 2018, using the modified retrospective transition method. We finalized our analysis and the adoption of this guidance will not have a material impact on our consolidated financial statements and our internal controls over financial reporting.

 

In June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation,” (“ASU 2014-10”). ASU 2014-10 removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, ASU 2014-10 eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company has elected to adopt ASU 2014-10 effective with this registration statement on Form S-1 and its adoption resulted in the removal of previously required development stage disclosures.

 

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers Other than Inventory (ASU 2016-16), which requires companies to recognize the income-tax consequences of an intra-entity transfer of an asset other than inventory. This guidance will be effective for us in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. We adopted the new standard effective January 1, 2018, and do not expect the standard to have a material impact on our financial statements.

 

 F-8 
 

 

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We adopted the new standard effective January 1, 2018, and do not expect the standard to have a material impact on our financial statements.

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

4. PREPAID EXPENSES

 

The prepaid expenses as of June 30, 2018 included the retainers of $275 kept in the transfer agent’s account and OTCQB annual fee of $5,000, while the prepaid expenses as of December 31, 2017 only included the retainer of $425 kept in the transfer agent’s account.

 

5. PLANT AND EQUIPMENT, NET

 

  

As of

June 30, 2018

  

As of

December 31, 2017

 
Equipment and Software  $3,878   $3,878 
Accumulated Depreciation   (1,293)   (646)
Plant and equipment, net  $2,585   $3,232 

 

The Company acquired computers as equipment and a software at $3,731 and $147 respectively in 2017, and the accumulated depreciations as of June 30, 2018 and June 30, 2017 were $1,293 and $646 respectively, which constituted the corresponding net book values of $2,585 and $3,232 respectively.

 

6. AMOUNT DUE TO DIRECTOR

 

As of June 30, 2018, and December 31, 2017, our director has loaned to the Company $4,028 and $4,028 to acquire the computers and software, respectively. This loan is unsecured, non-interest bearing and due on demand.

 

7. STOCKHOLDERS’ EQUITY

 

On December 12, 2017, a related company which is controlled by Mr. Chen Zheru cancelled its 60,000,000 shares of common stock.

 

As of June 30, 2018, and December 31, 2017, there are 141,965,520 and 141,965,520 shares of common stock issued and outstanding respectively.

 

There were no stock options, warrants or other potentially dilutive securities outstanding as of June 30, 2018.

 

 F-9 
 

 

8. CONCENTRATIONS OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a) Major customers

 

For three months ended June 30, 2018 and 2017, the customers who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows:

 

   2018   2017   2018   2017   2018   2017 
   Revenues    Percentage of revenues   Accounts receivable, trade 
Customer A  $    -    12,500      -    100%  $     -      - 
   $-    12,500    -    100%  $-    - 

 

For six months ended June 30, 2018 and 2017, the customers who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows:

 

   2018   2017   2018   2017   2018   2017 
   Revenues   Percentage of revenues   Accounts receivable, trade 
Customer A  $    -    12,500      -    100%  $     -      - 
   $-    12,500    -    100%  $-    - 

 

(b) Major vendors

 

For three months ended June 30, 2018 and 2017, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows:

 

   2018   2017   2018   2017   2018   2017 
   Purchase    Percentage of purchases   Accounts payable, trade 
Vendor A  $    -    10,000      -    100%  $     -      - 
   $-    10,000    -    100%  $-    - 

 

For six months ended June 30, 2018 and 2017, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows:

 

   2018   2017   2018   2017   2018   2017 
   Purchase   Percentage of purchases   Accounts payable, trade 
Vendor A  $    -    10,000      -    100%  $     -      - 
   $-    10,000    -    100%  $-    - 

 

Our CEO, Mr. Teoh, was the director of Vendor A previously. He resigned from Vendor A on January 25, 2017, while the sale was generated in June 2017.

 

 F-10 
 

 

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

 

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated March 23, 2018, for the year ended December 31, 2017 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form S-1. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

 

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K dated March 23, 2018, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Financial Statements and notes thereto that appear elsewhere in this report.

 

Company Overview

 

United Royale Holdings Corp. (the “Company”) was incorporated under the laws of the State of Nevada on June 23, 2015. United Royale Holdings Corp., is a developmental stage company that intends to offer planting and cultivation services to land owners in regards to the planting and cultivation of Aquilaria Subintegra & Aquilaria Sinensis trees. The company also intend to provide services relating to the extraction of Agarwood (Agarwood is extracted from those tree, about 10-15% wood of the tree can become Agarwood) from such trees, through the process of “fungal inoculation.”

 

We offer planting and cultivation services to land owners in regards to the planting and cultivation of Aquilaria Subintegra & Aquilaria Sinensis trees. We also intend to provide services relating to the extraction of Agarwood from such trees through a process known as “inoculation.”

 

On February 1, 2018, the majority of the directors and shareholders of the Company adopted the resolution to request a name change of the Company from “Bosy Holdings Corp.” to “United Royale Holdings Corp.”. The name change became effective with the State of Nevada on February 5, 2018. FINRA announced on February 14, 2018 that the new name of “United Royale Holdings Corp.” was be effective on February 15, 2018, and the new ticker symbol of “URYL” was effective on February 15, 2018.

 

On March 30, 2018, Mr. Teoh Kooi Sooi resigned from the President of the Company. And Mr. Teoh retained his position of Chief Executive Officer, treasurer, and director in the board. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Teoh Kooi Sooi has been the President of the Company since September 18, 2015.

 

On March 30, 2018, Mr. Chen Zheru resigned from the Secretary of the Company. And Mr. Chen will retain his position of director in the board. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Chen Zheru has been the Secretary of the Company since September 18, 2015.

 

On March 30, 2018, Ms. Jaya C Rajamanickam was appointed as the Company’s new President. Ms. Feliana Binti Johny was appointed as the Company’s new Secretary. The biographies for new officers of the Company was filed in the Form 8-K filed with SEC on March 30, 2018.

 

 -3- 
 

 

Results of Operation

 

For the three and six months period ended June 30, 2018 and 2017

 

Revenues

 

We have not generated any revenue for the three and six months ended June 30, 2018 while we had generated $12,500 of revenue from the sale of saplings for the three and six months ended June 30, 2017. The drop of revenue was because our CEO put his effort in promoting the company’s other services instead of selling of saplings.

 

General and administrative expenses

 

We incurred a total of $30,664 and $75,121 general and administrative expenses during the three and six months ended June 30, 2018, while we incurred a total of $7,457 and $13,598 general and administrative expenses during the three and six months ended June 30, 2017 respectively. The general and administrative expenses are mainly comprised of salary, Form 10-Q review fee, consulting fee, legal fee, transfer agent fee and Edgar Filing fee. The Company expects operating expenses to increase when it starts to expand the business operations.

 

Net loss

 

For the three and six months ended June 30, 2018, we had generated no revenues and incurred a total net loss of $30,641 and $75,062 respectively, when compare to the period for the three and six months ended June 30, 2017, we had generated $12,500 in revenues and incurred a total net loss of $4,955 and $11,096 respectively.

 

Liquidity and Capital Resources

 

Cash Used In Operating Activities

 

For the six months ended June 30, 2018, the cash flows used in operating activities was $88,265. Our net loss for the period was the reason for our negative operating cash flow.

 

For the six months ended June 30, 2017, the cash flows used in operating activities was $14,031. Our net loss for the period was the reason for our negative operating cash flow.

 

Cash Used In Investing and Financing Activities

 

For the six months ended June 30, 2018, there was no cash flow in investing activities, while for the six months ended June 30, 2017, the cash flows used in investing activities was $3,878, as the Company bought a computer and software as non-current assets during this period.

 

For the six months ended June 30, 2018, there was no cash flow in financing activities, while for the six months ended June 30, 2017, the net cash provided by financing activities was $3,878, which were the lending from our Chief Executive Officer and director, Mr. Teoh, to acquire the computer and software.

 

As of June 30, 2018, we had total current assets and current liabilities of $357,878 and $13,328 respectively with a positive working capital of $344,550.

 

As of June 30, 2017, we had total current assets and current liabilities of $455,901 and $6,028 respectively with a positive working capital of $459,779.

 

Off-balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of June 30, 2018.

 

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Item 3 Quantitative and Qualitative Disclosures About Market Risk.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 4 Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures:

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2018. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Operations Officer. Based upon that evaluation, our Chief Executive Officer and Chief Operations Officer concluded that, as of March 31, 2018, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of March 31, 2018, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the quarter ending March 31, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 -5- 
 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

The above referenced issuances of the Company’s securities were not registered under the Securities Act of 1933, and we relied on exemptions pursuant to Regulation S promulgated under the Securities Act of 1933 for such issuance.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

ITEM 6. Exhibits

 

31.1   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
     
32.1   Section 1350 Certification of principal executive officer

 

 -6- 
 

 

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.

 

  UNITED ROYALE HOLDINGS CORP.
  (Name of Registrant)
     

Date: August 9, 2018

   
     
  By: /s/ Teoh Kooi Sooi
  Title:

Chief Executive Officer, Treasurer, Director

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 

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