UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒ For
the fiscal year ended December 31, 2020
☐ 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: 000-54758
UNIVERSAL
GLOBAL HUB INC.
(Exact
name of issuer as specified in its charter)
Delaware
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45-5529607
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(State or Other
Jurisdiction of
incorporation or
organization)
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(I.R.S. Employer
I.D. No.)
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6141
186th Street, Suite 688
Fresh
Meadows, NY, 11365
(Address
of Principal Executive Offices)
201-782-0889
(Registrant’s
Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Securities
registered pursuant to Section 12(g) of the Exchange Act:
Common
stock, $0.0001 par value.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes ☒ No ☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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
☐
As
of June 30, 2020, the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common
stock held by non-affiliates of the registrant was approximately $8,011,488.06, based upon the closing price of the registrant’s
common stock as reported on the OTC market on such date. Because there is no active trading market for the Company’s common
stock, the Company does not believe that the quoted price of its common stock is indicative of the actual value of such stock.
As
of March 31, 2021, there were 49,511,775 shares, $0.0001 par value, of common stock outstanding.
TABLE
OF CONTENTS
FORWARD
LOOKING STATEMENTS
This
report includes forward-looking statements. These forward-looking statements are often identified by words such as “may,”
“will,” “should,” “could,” “would,” “expect,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,”
“potential” and similar expressions. These statements are only predictions and involve estimates, assumptions and
uncertainties that could cause actual results to differ materially from those expressed. You should not place any undue reliance
on these forward-looking statements.
You
should be aware that our actual results could differ materially from those contained in forward-looking statements due to a number
of factors, including our ability to:
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execute
our business plan, namely identifying profitable acquisition opportunities, given our limited financial resources
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generate
sufficient cash flow from our planned operations or other sources to fund our working capital needs, pending completion of
an acquisition;
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The
forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on
which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements. References in this report to the “Company,” “we,”
“our,” and “us” refer to the registrant, Universal Global Hub Inc.
PART
I
ITEM
1. Business
Our
Company
Universal
Global Hub Inc. (the “Company” or “we” or “us”) formerly known first as The Enviromart Companies,
Inc. and then as ECARD INC., was incorporated under the laws of the State of Delaware on June 18, 2012. On June 21, 2013, the
Company completed an acquisition of intangible assets comprised of intellectual property and trademarks from its former Chief
Executive Officer. In conjunction with the acquisition of the intangible assets, the Company commenced operations.
As
of January 2, 2015, the Company’s business was operated through its wholly-owned subsidiary, EnviroPack Technologies, Inc.
Effective on or about January 15, 2015, the Company changed its name to The Enviromart Companies, Inc. and the Company’s
wholly-owned subsidiary, EnviroPack Technologies, Inc., changed its name to Enviromart Industries, Inc. (“Enviromart Industries”).
The Company’s other wholly owned subsidiaries are currently inactive.
On
October 23, 2017, the Company, changed its name to “ECARD INC.”.
On
March 15, 2021, the Company, changed its name to “Universal Global Hub Inc.”
Sale
of Operating Business
On
February 16, 2016, The Rushcap Group, Inc. (“Rushcap”), an affiliate of Mark Shefts (then a significant shareholder
of the Company), notified us that, effective March 31, 2016, it was discontinuing its funding of our wholly owned subsidiary under
the Inventory Financing Agreement dated June 19, 2015.
On
March 21, 2016, the Company entered into a Stock Purchase and Sale Agreement with Michael R. Rosa, our founder and a significant
shareholder of the Company, and Enviromart Industries, Inc., the Company’s sole operating subsidiary, pursuant to which
the Company agreed to transfer to Mr. Rosa all the issued and outstanding capital stock of Enviromart Industries, Inc.
On
March 17, 2016, our Board approved the sale of our sole operating subsidiary, Enviromart Industries, to Michael R. Rosa, our founder
and a significant shareholder of the Company, as contemplated by that certain Agreement among the Company, Mr. Rosa and Mark Shefts,
dated July 14, 2014 (“Break-up Agreement”). The Break-up Agreement was originally disclosed in our Current Report
on Form 8-K filed July 18, 2014, which is incorporated herein by this reference.
On
March 21, 2016, we entered into a Stock Purchase and Sale Agreement with Michael R. Rosa and Enviromart Industries, our sole operating
subsidiary, pursuant to which we transferred to Mr. Rosa all the issued and outstanding capital stock of Enviromart Industries.
In
consideration for the transfer of the operating subsidiary to Mr. Rosa, he surrendered to us all 13,657,500 shares of the Company’s
common stock then owned by him, which shares were returned to the status of authorized and unissued shares. In addition, Mr. Rosa
and Enviromart Industries agreed to assume and discharge any and all of the Company’s liabilities existing as the closing
date, of which there was none, as all of the Company’s operations have been conducted through Enviromart Industries (its
sole operating subsidiary).
The
above described purchase and sale transaction closed on July 21, 2016, effective April 1, 2016, and was approved by a majority
of the Company’s shareholders by written consent on May 4, 2016. As a result of the completion of the purchase and sale
transaction, the Company’s operating business has been discontinued, and it is focusing on seeking to acquire an operating
business with strong growth potential.
On
October 5, 2017, the Company entered into a Stock Purchase Agreement (the “Eastone SPA”) with Eastone Equities, LLC,
a New York limited liability company (“Eastone Equities”) and certain selling stockholders (the “Sellers”),
pursuant to which Eastone Equities acquired 44,566,412 shares of common stock of the Company (the “Shares”) from Sellers
for an aggregate purchase price of $295,000. The transaction contemplated by the Eastone SPA closed on October 9, 2017. The Shares
represented approximately 90% of issued and outstanding shares of common of the Company. The transaction resulted in a change
in control of the Company. Effective as of October 23, 2017, the Company changed its name to “ECARD INC.”
Following
the closing of the transactions set forth in the Eastone SPA, the Company now has only minimal assets and liabilities. Its operations
are focused on seeking to acquire an operating business with strong growth potential. From and after the sale, unless and until
the Company completes an acquisition, its expenses are expected to consist solely of legal, accounting and compliance costs, including
those related to complying with reporting obligations under the Securities and Exchange act of 1934.
We
are now considered a blank check company. The SEC defines those companies as “any development stage company that is issuing
a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act, and that has no specific business plan or purpose,
or has indicated that its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under
the Securities Act of 1933, as amended (the “Securities Act”), we also qualify as a “shell company,” because
we have no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations
limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not
intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully
concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long
as we are subject to those requirements.
Our
current business plan is to attempt to identify and negotiate with a business target for the merger of that entity with and into
the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute or
sell assets to the Company rather than to merge. No assurances can be given that the Company will be successful in identifying
or negotiating with any target company. We seek to provide a method for a foreign or domestic private company to become a reporting
or public company whose securities are qualified for trading in the United States secondary markets.
A
business combination with a target company normally will involve the transfer to the target company of the majority of the issued
and outstanding common stock of the Company, and the substitution by the target company of its own management and Board. No assurances
can be given that the Company will be able to enter into a business combination, or, if the Company does enter into such a business
combination, no assurances can be given as to the terms of a business combination, or as to the nature of the target company.
Employees
The
Company’s only employees at the present time are its officers and directors, who will devote as much time as the Board determines
is necessary to carry out the affairs of the Company.
Available
Information
The
public may read and copy any materials we file with the Securities and Exchange Commission (“SEC”), including our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to the foregoing,
at the SEC’s Public Reference Room at 100 F St., NE, Washington, DC 20549, on official business days during the hours of
10 AM to 3 PM. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site (http://www.sec.gov) that contains periodic and current reports, proxy and information statements,
and other information regarding the Company and other issuers that file electronically with the SEC.
ITEM
1A. Risk Factors
Smaller
reporting companies are not required to provide the information required by this Item 1A.
ITEM
1B. Unresolved Staff Comments
None.
ITEM
2. Properties
We
currently maintain our corporate offices at 6141 186th Street, Suite 688, Fresh Meadows, NY 11365.
We
do not pay rent for this space because we are sharing this office space with our friend. There is no lease agreement and compensation
for the office space is not required. We believe that this space will be sufficient until we start generating revenues and need
to hire employees.
ITEM
3. Legal Proceedings
There
are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company,
any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a
party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject
of any pending legal proceedings.
ITEM
4. Mine Safety Disclosures
Not
applicable.
PART
II
ITEM
5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market
Information
Our
common stock is quoted in the OTC market (OTCPINK) under the symbol “UGHB”. The following table sets forth the high
and low sales prices as reported on the OTC market. The quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission, and may not represent actual transactions.
FISCAL YEAR 2020
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HIGH
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LOW
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First Quarter
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$
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1.36
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$
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0.70
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Second Quarter
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$
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1.00
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$
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0.55
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Third Quarter
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$
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0.82
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$
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0.60
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Fourth Quarter
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$
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0.60
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$
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0.55
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FISCAL YEAR 2019
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HIGH
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LOW
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First Quarter
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$
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7.50
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$
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0.36
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Second Quarter
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$
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8.25
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$
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1.03
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Third Quarter
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$
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1.62
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$
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0.65
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Fourth Quarter
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$
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1.30
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$
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0.75
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Our
common stock last opened at $0.46 on April 15, 2021. However, currently, there is no active public trading market for our shares.
The
sale of “restricted securities” (common stock) pursuant to Rule 144 of the SEC by members of management or any other
person to whom any such securities may be issued in the future may have a substantial adverse impact on any such public market.
For information regarding the requirements for re-sales under Rule 144, see the heading “Rule 144” below.
Holders
As
of March 31, 2021 we had approximately 68 shareholders of record. We believe that additional beneficial owners of our common stock
hold shares in street name.
Dividends
We
have not declared any cash dividends with respect to our common stock and do not intend to declare dividends in the foreseeable
future. Our future dividend policy cannot be ascertained with any certainty, and unless and until we complete any acquisition,
reorganization or merger, no such policy will be formulated. There are no material restrictions limiting, or that are likely to
limit, our ability to pay dividends on our securities.
Securities
Authorized for Issuance under Equity Compensation Plans
None;
not applicable.
Recent
Sales of Unregistered Securities
None.
Purchase
of Equity Securities by the Issuer and Affiliated Purchasers.
None.
Use
of Proceeds of Registered Securities; Use of Proceeds from Registered Securities
Not
applicable.
ITEM
6: Selected Financial Data
Not
applicable to a smaller reporting company.
ITEM
7: Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-looking
Statements
Statements
made in this Annual Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives,
intentions, expectations, financial condition, results of operations, future performance and our business, including, without
limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,”
“would,” “could,” “should,” “expects,” “projects,” “anticipates,”
“believes,” “estimates,” “plans,” “intends,” “targets” or similar
expressions.
Forward-looking
statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause
actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic
or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment,
legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting
principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive,
governmental, regulatory and technical factors affecting our current or potential business and related matters.
Accordingly,
results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only
as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements
to reflect events or circumstances occurring after the date of such statements.
Overview
On
June 21, 2013, the Company completed the acquisition of certain assets from Michael R. Rosa, its chief executive officer, and
commenced business operations. Since completing the acquisition, the Company has raised capital, hired employees, leased space,
engaged consultants and advisors, conducted extensive sales and marketing related activities both domestically and internationally,
negotiated vendor relationships and engaged seller’s representatives.
As
of January 2, 2015, the Company’s business was operated through its wholly-owned subsidiary, EnviroPack Technologies, Inc.
Effective on or about January 15, 2015, the Company changed its name to The Enviromart Companies, Inc. and the Company’s
wholly-owned subsidiary, EnviroPack Technologies, Inc., changed its name to Enviromart Industries, Inc.
On
October 23, 2017, the Company, with the unanimous approval of its Board by written consent in lieu of a meeting, has changed its
name to “ECARD INC.”, effective as of October 23, 2017, pursuant to the filing of the Second Certificate of Amendment
with the Secretary of State of Delaware.
On
March 15, 2021, the Company changed its name to “Universal Global Hub Inc.”, pursuant to the filing of a Certificate
of Amendment with the Secretary of State of Delaware.
Sale
of Operating Business
On
February 16, 2016, The Rushcap Group, Inc. (“Rushcap”), an affiliate of Mark Shefts (then a significant shareholder),
notified us that, effective March 31, 2016, it was discontinuing its funding of our wholly owned subsidiary under the Inventory
Financing Agreement dated June 19, 2015. Rushcap reserved the right to discontinue the funding prior to March 31, 2016, if it
so determined. The discontinuation of funding will have a material adverse effect on our business, financial condition and results
of operation, as we did not believe that we would be able to timely secure funding to replace the discontinued Inventory Financing.
In
light of the discontinuation of funding, our Board spent approximately one month assessing the operating company’s current
business and funding prospects, including whether to transfer the operating subsidiary to Michael R. Rosa, our founder and a significant
shareholder, in accordance with that certain Agreement between the Company, Mr. Rosa and Mr. Shefts, dated July 14, 2014 (“Break-up
Agreement”). The Break-up Agreement was disclosed in the Company’s Current Report on Form 8-K filed July 18, 2014,
which is incorporated herein by this reference.
Our
Board concluded that the discontinuation of funding would have a material adverse effect on our business, financial condition
and results of operation, as it did not believe that it would be able to timely secure funding to replace the discontinued Inventory
Financing.
On
March 17, 2016, our Board approved the sale of our sole operating subsidiary, Enviromart Industries, Inc., to Michael R. Rosa,
our founder and a significant shareholder, as contemplated by that certain Agreement between us, Mr. Rosa and Mark Shefts, dated
July 14, 2014 (“Break-up Agreement”). The Break-up Agreement was originally disclosed in our Current Report on Form
8-K filed July 18, 2014, which is incorporated herein by this reference.
On
March 21, 2016, we entered into a Stock Purchase and Sale Agreement with Michael R. Rosa and Enviromart Industries, Inc., our
sole operating subsidiary, pursuant to which we transferred to Mr. Rosa all the issued and outstanding capital stock of Enviromart
Industries, Inc.
In
consideration for the transfer of the operating subsidiary to Mr. Rosa, he surrendered to us all 13,657,500 shares of the Company’s
common stock then owned by him, which shares have been returned to the status of authorized and unissued shares. In addition,
Mr. Rosa and Enviromart Industries, Inc. (the Companies former operating subsidiary) agreed to assume and discharge any and all
of the Company’s liabilities existing as the closing date, of which there were none, as all of the Company’s operations
have been conducted through Enviromart Industries, Inc. (its sole operating subsidiary).
The
above described purchase and sale transaction closed on July 21, 2016, effective April 1, 2016, and was approved by a majority
of the Company’s shareholders by written consent on May 4, 2016. Upon consummation of the purchase and sale transaction,
the Company’s operating business has been discontinued, and it will focus on seeking to acquire an operating business with
strong growth potential.
Upon
the closing of the purchase and sale transaction, Mr. George Adyns resigned from our Board and all offices held by him.
On
October 5, 2017, the Company entered into the SPA with Eastone Equities and certain selling stockholders, pursuant to which Eastone
Equities acquired 44,566,412 shares of common stock of the Company from Sellers for an aggregate purchase price of $295,000. The
transaction contemplated in the SPA closed on October 9, 2017. The Shares represent approximately 90% of issued and outstanding
common stocks of the Company. The transaction has resulted in a change in control of the Company.
On
October 23, 2017, the Company, with the unanimous approval of its Board by written consent in lieu of a meeting, changed its name
to “ECARD INC.”, effective as of October 23, 2017, pursuant to the filing of a Certificate of Amendment with the Secretary
of State of Delaware.
On
July 6, 2018, the Company made a submission with FINRA and requested a change of ticker symbol from “EVRT” to “ECRD”.
On
March 15, 2021, the Company, with the unanimous approval of its Board by written consent in lieu of a meeting, has changed its
name to “Universal Global Hub Inc.”, effective as of March 15, 2021, pursuant to the filing of a Certificate of Amendment
with the Secretary of State of Delaware.
On
March 19, 2021, with the consent of FINRA, the Company changed its ticker symbol from “ECRD” to “UGHB”.
The
Company’s common stock is currently quoted on the OTC market (OTCPINK), under the symbol “UGHB”.
All
of the disclosures in this Annual Report on Form 10-K must be viewed in light of the disposition of our sole operating subsidiary,
as our operating business has been discontinued, and the value of our company is now dependent upon our ability to locate and
consummate the acquisition of an operating business with strong growth potential.
Results
of Operations
For
the year ended December 31, 2020, we had net loss of $53,723 as compared to a net loss of $25,941 for the year ended December
31, 2019. The increase in loss was due primarily to increase in operating expenses. This loss is not expected to recur in subsequent
periods. Unless and until the Company completes the acquisition of an operating business, the Company’s expenses are expected
to consist of the legal, accounting and administrative costs of maintaining a public company.
General
and Administrative Expenses
General
and administrative expenses were $53,723 for the year ended December 31, 2020 as compared to $25,941 for the year ended December
31, 2019. General and administrative expenses consist primarily of professional fees.
Loss
from Continuing Operations
Loss
from continuing operations was $53,723 during the year ended December 31, 2020, as compared to $25,941 during the year ended December
31, 2019. This increase was primarily attributable to a increase in professional fees for the year ended December 31, 2020.
Recent
Developments
None.
Liquidity
and Capital Resources
As
of December 31, 2020, the Company had minimal cash.
As
disclosed elsewhere in this Annual Report on Form 10-K, on October 5, 2017, we entered into a stock purchase agreement (“SPA”)
with Eastone Equities, LLC (“Eastone”) and certain selling stockholders listed on Exhibit A to that agreement, pursuant
to which the selling shareholders transferred to Eastone 44,566,412 shares of our issued and outstanding common stock for a purchase
price of $295,000. The transaction contemplated in the SPA closed on October 9, 2017 (the “Closing”) and resulted
in a change of control.
Simultaneously
with the Closing, Mr. Wayne Tsao was appointed as the Company’s Chief Executive Officer, President and the Chairman of the
Board, and Ms. Charlene Cheng was appointed as the Chief Financial Officer and a director of the Board, effective as of October
23, 2017.
As
a result of the change of control of the Company, the Company and its new management team is focusing on seeking to acquire an
operating business with strong growth potential.
The
value of the Company is now dependent upon management’s ability to locate and consummate the acquisition of an operating
business with strong growth potential. As of the date of filing of this Annual Report on Form 10-K, we have minimal cash. However,
prior to completing an acquisition, our expenses will consist primarily of compliance costs associated with being a public company,
and we expect these compliance costs to be substantially less than they have been historically, at least until we complete an
acquisition transaction.
If
we need to raise additional funds, we intend to do so through equity and/or debt financing.
Going
Concern Consideration
The
Company incurred losses from continuing operations of $53,723 and $25,941 for the years ended December 31, 2020 and 2019, respectively,
and has an accumulated deficit of $1,226,639, and working capital deficit of $161,815 as of December 31, 2020. In addition, the
Company had no net cash flows from operating activities for the year ended December 31, 2020. These factors raise substantial
doubt about the Company’s ability to continue as a going concern.
There
can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that
funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional
capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force
the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business.
Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that
they will not have a significant dilutive effect on the Company’s existing stockholders.
ITEM
7A: Quantitative and Qualitative Disclosures about Market Risk
Disclosure
in response to this item is not required of a smaller reporting company.
ITEM
8: Financial Statements and Supplementary Data
The
consolidated financial statements of the Company are included in this Annual Report on Form 10-K beginning on page F-1, which
are incorporated herein by reference.
ITEM
9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM
9A: Controls and Procedures
Disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required
to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the
time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated
and communicated to management, including the president and secretary, to allow timely decisions regarding required disclosures.
Under
the supervision and with the participation of our management, including our president and controller, we evaluated the effectiveness
of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based
upon that evaluation, our president and treasurer concluded that, as of the end of the period covered by this Annual Report, our
disclosure controls and procedures were not effective, based on having insufficient resources to establish an effective control
and procedures environment during 2020. Although we do have a subcontracted outside accountant, there is not enough personnel
to establish proper controls and procedures with checks and balances at this time.
A
controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been
detected. We believe our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives
and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are
effective.
Management’s
Annual Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule
13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting
principles generally accepted in the United States.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even
those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
Our
President evaluated the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this
assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control - Integrated Framework (2013). Based on this evaluation, our President concluded that,
as of December 31, 2020, our internal control over financial reporting were not effective, based on having insufficient resources
to establish an effective control environment during 2020.
Attestation
Report of the Registered Public Accounting Firm
This
Annual 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 rules of the Security and Exchange Commission that permit the Company to provide only management’s
report in this Annual Report.
Changes
in Internal Control over Financial Reporting
During
the year covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule
13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
ITEM
9B: Other Information
None.
PART
III
ITEM
10: Directors, Executive Officers, and Corporate Governance
Directors
and Executive Officers
NAME
|
|
AGE
|
|
POSITION(S)
|
Wayne
Tsao
|
|
41
|
|
Director,
Chairman, Chief Executive Officer, Interim Chief Financial Officer and President
|
Mr.
Wayne Tsao, age 41 has extensive experience in the Financial Industry. From 2013 to 2015, he worked in Provider Relation Department
of Centerlight Healthcare System. In 2012, Mr. Tsao worked for First Data Corporation, one of the largest credit card processing
acquirers in the U.S. In 2015, Mr. Tsao served as the COO of Vergepay, a startup company that he has been worked with since its
inception. While served as the COO of Vergepay, Mr. Tsao also worked for Sigue Corporation, a money transfer, remittance, and
bill payment services provider. Mr. Tsao obtained his Bachelor of Arts in Psychology from State University of New York at Stony
Brook. Mr. Tsao does not have any family relationship with any director or executive officer of the Company and has not been involved
in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
On
November 20, 2019, Ms. Charlene Cheng informed the Board of Directors that she resigned as the Company’s Chief Financial
Officer and Director of the Board, effective immediately. Her resignation was not in connection with any known disagreement with
the Company on any matter. On March 3, 2020, the Board of Directors appointed Mr. Wayne Tsao as the Company’s Interim Chief
Financial Officer, to serve while the Company completes its search process for a permanent Chief Financial Officer. Mr. Tsao’s
appointment as Interim CFO was effective March 3, 2020.
Significant
Employees
We
do not have significant employees who are not our executive officers or directors.
Family
Relationships
There
are no family relationships between our officers and directors.
Involvement
in Certain Legal Proceedings
During
the past 10 years, to our knowledge, except as described below, none of our present or former directors, executive officers or
persons nominated to become directors or executive officers has been the subject of any of the following:
(1) A
petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or
similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general
partner at or within two (2) years before the time of such filing, or any corporation or business association of which he was
an executive officer at or within two (2) years before the time of such filing;
(2) Such
person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations
and other minor offenses);
(3) Such
person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:
(i) Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of
the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director
or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any
conduct or practice in connection with such activity;
(ii) Engaging
in any type of business practice; or
(iii) Engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal
or State securities laws or Federal commodities laws;
(4) Such
person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State
authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity
described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;
(5) Such
person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities
law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;
(6) Such
person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have
violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission
has not been subsequently reversed, suspended or vacated;
(7) Such
person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding,
not subsequently reversed, suspended or vacated, relating to an alleged violation of:
(i) Any
federal or state securities or commodities law or regulation; or
(ii) Any
law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal
or prohibition order; or
(iii) Any
law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
(8) Such
person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in
Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization
that has disciplinary authority over its members or persons associated with a member.
Except
as disclosed herein, we are not a party to any pending legal proceeding. To the knowledge of our management, except as disclosed
herein, no federal, state or local governmental agency is presently contemplating any proceeding against us.
On
or about August 12, 2014, we received a Notice of Debarment from the US Defense Logistics Agency (“DLA”) (the “Notice”).
The Notice (i) prevents us from bidding on new government contracts and (ii) precludes the renewal of any existing contract that
is otherwise renewable. The Notice was issued to us because our then CEO (who was also a significant shareholder of our company)
is affiliated with a company that is alleged to have sold products to the DLA that did not conform to the applicable contract.
The DLA has not alleged any wrongdoing whatsoever with respect to our company or its contracts with the DLA.
On
November 3, 2014, the Company filed a letter with DLA opposing the proposed notice of debarment based on the alleged affiliation
with the other company.
We
have since received notification from the DLA stating that our appeal was reviewed and denied. As a result, we are not able to
bid on any new US government contracts that might otherwise be of interest to us. Currently, we do not plan to bid on any new
US government contracts.
Compliance
with Section 16(a) of the Exchange Act
The
common stock of the Company is registered under the Exchange Act, and therefore, the officers, directors and holders of more than
10% of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the SEC initial
reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors
and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports
they file. Based solely upon review of the copies of such forms furnished to us during the fiscal year ended December 31, 2020,
there were no untimely filings of Section 16(a) reports.
Board
Committees
The
Company currently has not established any committees of the Board of Directors. Our Board of Directors may designate from among
its members an executive committee and one or more other committees in the future. We do not have a nominating committee or a
nominating committee charter. Further, we do not have a policy with regard to the consideration of any director candidates recommended
by security holders. To date, other than as described above, no security holders have made any such recommendations. The entire
Board of Directors performs all functions that would otherwise be performed by committees. Given the present size of our board,
it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand
the size of our board and allocate responsibilities accordingly.
Code
of Ethics
As
of yet, we have not adopted a corporate code of ethics that applies to our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions.
Nominating
Committee
We
have not established a Nominating Committee because, given that we presently have only one director and one executive officer,
we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.
If
we do establish a Nominating Committee, we will disclose this change to our procedures in recommending nominees to our Board.
Audit
Committee
We
have not established an Audit Committee because, given that we presently have only one director and one executive officer, we
believe that we are able to effectively manage the issues normally considered by an Audit Committee.
ITEM
11: Executive Compensation
No
current or prior officer or director has received any remuneration or compensation from the Company in the past fiscal year, nor
has any member of the Company’s management been granted any option or stock appreciation right. Accordingly, no tables relating
to such items have been included within this Item 11. None of our employees is subject to a written employment agreement nor has
any officer received a cash salary since our founding. The Company has no agreement or understanding, express or implied, with
any director, officer or principal stockholder, or their affiliates or associates, regarding compensation in the form of salary,
bonuses, stocks, options, warrants or any other form of remuneration, for services performed on behalf of the Company. Nor are
there compensatory plans or arrangements, including payments to any officer in relation to resignation, retirement, or other termination
of employment, or any change in control of the Company, or a change in the officer’s responsibilities following a change
in control of the Company.
ITEM
12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security
Ownership of Certain Beneficial Owners
The
following table sets forth the ownership by (i) any person known to us to be the beneficial owner of more than five percent (5%)
of any of our outstanding voting securities and (ii) members of our management as of December 31, 2020. Beneficial ownership is
determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
The persons named in the table below have sole voting power and investment power with respect to all shares of common stock shown
as beneficially owned by them. The percentage of beneficial ownership is based upon 49,511,775 shares of common stock outstanding
at that date.
Beneficial Owners
Name and Address of Beneficial Owner
|
|
Title of
Class
|
|
|
Amount and Nature
of
Beneficial Ownership
|
|
|
Percent of Class
|
|
Eastone Equities LLC
|
|
Common Stock
|
|
|
44,566,412 Direct
|
(1)
|
|
|
90
|
%
|
|
(1)
|
Held
of record by Kevin Wai Yam Yu, who is the sole manager and member of Eastone Equities LLC with sole voting and dispositive power
of the 44,566,412 shares.
|
SEC
Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares
voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership
of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges
exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned
by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned
by any other person. At the present time there are no outstanding options or warrants.
Changes
in Control
None.
Securities
Authorized for Issuance under Equity Compensation Plans
None.
ITEM
13: Certain Relationships and Related Party Transactions, and Directors Independence
Transactions
with Related Persons
During
the year ended December 31, 2020, the Company’s current controlling shareholder paid expenses on behalf of the Company in
the amount of $18,749. This amount has been recorded as amount due to related party. As of December 31, 2020, and 2019, the outstanding
balance was $109,470 and $90,721, respectively. The balance is unsecured, non-interest bearing, and due on demand with no specified
repayment schedule.
Promoters
and Certain Control Persons
See
the heading “Transactions with Related Persons” above.
Director
Independence
Currently,
we have no independent directors serving on our Board of Directors.
ITEM
14: Principal Accounting Fees and Services
The
following table shows the fees that were billed for the audit and other services for 2020 and 2019.
|
|
2020
|
|
|
2019
|
|
Audit Fees
|
|
$
|
16,000
|
|
|
$
|
16,000
|
|
Audit-Related Fees
|
|
|
-
|
|
|
|
-
|
|
Tax Fees
|
|
|
-
|
|
|
|
-
|
|
All Other Fees
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
16,000
|
|
|
$
|
16,000
|
|
Audit
Fees — This category includes the audit of our annual financial statements, review of financial statements included
in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting
firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters
that arose during, or as a result of, the audit or the review of Interim financial statements.
Audit-Related
Fees — This category consists of assurance and related services by the independent registered public accounting
firm that is reasonably related to the performance of the audit or review of our financial statements and is not reported above
under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence
with the Securities and Exchange Commission and other accounting consulting.
Tax
Fees — This category consists of professional services rendered by our independent registered public accounting
firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation
and technical tax advice.
All
Other Fees — This category consists of fees for other miscellaneous items.
Our
Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting
firm. Under the procedure, the Board approves the engagement letter with respect to audit and review services. Other fees are
subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by
the designated member is disclosed to the entire Board at the next meeting. The audit fees that were paid to the auditors with
respect to 2020 were pre-approved by the entire Board of Directors.
PART
IV
Item
15. Exhibits, Financial Statement Schedules.
(1)
All financial statements
Universal
Global Hub Inc.
(formerly known as ECARD INC.)
Financial
Statements
As
of and for the years ended December 31, 2020 and 2019
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To:
|
The Board of Directors and Stockholders of
|
|
Universal Global Hub Inc. (formerly known as ECARD INC.)
|
Opinion
on the Financial Statements
We have audited the accompanying balance sheets of Universal Global
Hub Inc. (formerly known as ECARD INC.) (the Company) as of December 31, 2020 and 2019, and the related statements of operations, stockholders’
deficiency, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred
to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the
period ended December 31, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 3 to the financial statements, the Company had incurred substantial losses during the year, and has a working capital
deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regards to
these matters are described in Note 3. These financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
WWC,
P.C.
Certified
Public Accountants
San
Mateo, CA
April 15, 2021
We
have served as the Company’s auditor since November 2, 2017
Universal
Global Hub Inc.
Balance
Sheets
December
31, 2020 and 2019
|
|
December 31,
2020
|
|
|
December 31,
2019
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
45,325
|
|
|
|
10,351
|
|
Due to related parties
|
|
|
109,470
|
|
|
|
90,721
|
|
Accrued liabilities
|
|
|
7,020
|
|
|
|
7,020
|
|
Current liabilities
|
|
|
161,815
|
|
|
|
108,092
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
161,815
|
|
|
|
108,092
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficiency
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock, $0.0001 par value, 250,000,000 shares authorized; 49,511,775 and 49,511,775 shares issued and outstanding at December 31, 2020 and 2019, respectively
|
|
|
4,951
|
|
|
|
4,951
|
|
Additional paid-in capital
|
|
|
1,059,873
|
|
|
|
1,059,873
|
|
Accumulated deficit
|
|
|
(1,226,639
|
)
|
|
|
(1,172,916
|
)
|
Total Stockholders’ deficiency
|
|
|
(161,815
|
)
|
|
|
(108,092
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
|
|
$
|
-
|
|
|
$
|
-
|
|
See
accompanying notes to the financial statements
Universal
Global Hub Inc.
Statements
of Operations
For
the years ended December 31, 2020 and 2019
|
|
2020
|
|
|
2019
|
|
Sales - Net
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
General and Administrative
|
|
|
53,723
|
|
|
|
25,941
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(53,723
|
)
|
|
|
(25,941
|
)
|
|
|
|
|
|
|
|
|
|
Other Income (expense)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Loss before tax
|
|
|
(53,723
|
)
|
|
|
(25,941
|
)
|
|
|
|
|
|
|
|
|
|
Income tax
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(53,723
|
)
|
|
$
|
(25,941
|
)
|
|
|
|
|
|
|
|
|
|
Net loss per share of common stock (basic and diluted)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding – basic and diluted
|
|
|
49,511,775
|
|
|
|
49,511,775
|
|
See
accompanying notes to these financial statements
Universal
Global Hub Inc.
Statements
of Stockholders’ Deficiency
For
the Years ended December 31, 2020 and 2019
|
|
Common Stock Issued
|
|
|
Common Stock to be Issued
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
No. of
|
|
|
Par
|
|
|
No. of
|
|
|
Par
|
|
|
Paid in
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
Shares
|
|
|
Value
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
Balance at January 1, 2019
|
|
|
49,511,775
|
|
|
|
4,951
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
1,059,873
|
|
|
$
|
(1,146,975
|
)
|
|
$
|
(82,151
|
)
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(25,941
|
)
|
|
|
(25,941
|
)
|
Balance at December 31, 2019
|
|
|
49,511,775
|
|
|
|
4,951
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
1,059,873
|
|
|
$
|
(1,172,916
|
)
|
|
$
|
(108,092
|
)
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(53,723
|
)
|
|
|
(53,723
|
)
|
Balance at December 31, 2020
|
|
|
49,511,775
|
|
|
|
4,951
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
1,059,873
|
|
|
$
|
(1,226,639
|
)
|
|
$
|
(161,815
|
)
|
See
accompanying notes to these financial statements
Universal
Global Hub Inc.
Statements
of Cash Flows
For
the years ended December 31, 2020 and 2019
|
|
2020
|
|
|
2019
|
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(53,723
|
)
|
|
$
|
(25,941
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Expenses paid by former shareholder
|
|
|
-
|
|
|
|
-
|
|
Expenses paid by current shareholder
|
|
|
18,749
|
|
|
|
20,526
|
|
Increase in accounts payable and accrued expenses
|
|
|
34,974
|
|
|
|
5,415
|
|
Net cash used in operating activities
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Decrease in Cash and Cash equivalents
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents—Beginning of Period
|
|
|
-
|
|
|
|
-
|
|
Cash and Cash Equivalents—End of Period
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
-
|
|
|
$
|
-
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|
Cash paid for taxes
|
|
$
|
-
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|
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$
|
-
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See
accompanying notes to these financial statements
NOTE
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Universal
Global Hub Inc. (the “Company”), formerly known as ECARD INC. until March 15, 2021, was incorporated under the laws
of the State of Delaware on June 18, 2012. On June 21, 2013, the Company completed an acquisition of intangible assets comprised
of intellectual property and trademarks from its former Chief Executive Officer. In conjunction with the acquisition of the intangible
assets, the Company commenced operations.
On
October 5, 2017, the Company entered into a Stock Purchase Agreement (the “SPA”) with Eastone Equities, LLC, a New
York limited liability company (the “Purchaser”) and certain selling stockholders, pursuant to which the Purchaser
acquired 44,566,412 shares of common stock of the Company from Sellers for an aggregate purchase price of $295,000. The transaction
contemplated in the SPA closed on October 9, 2017. The acquired shares represent approximately 90% of issued and outstanding shares
of common stock of the Company. The transaction resulted in a change in control of the Company.
On
October 23, 2017, the Company, with the unanimous approval of its board of directors by written consent in lieu of a meeting,
filed a Certificate of Amendment (the “Second Certificate of Amendment”) with the Secretary of State of Delaware.
As a result of the Second Certificate of Amendment, the Company changed its name from “The Enviromart Companies, Inc.”
to “ECARD INC.”, effective as of October 23, 2017.
On
June 3, 2020, the Company entered into a transaction to acquire all outstanding shares of EMall Inc., a Delaware corporation.
The company issued 1,000 shares of the Company’s common stock, par value $0.0001 per share, on June 18, 2020 in exchange
for all outstanding shares of EMall Inc. The Company subsequently entered into a cancellation agreement to cancel this transaction.
The shares issued in relation to this transaction were cancelled on August 14, 2020 in accordance with the cancellation agreement.
No gain or loss incurred as a result of this transaction.
On
March 15, 2021, the Company changed its name to “Universal Global Hub Inc.”
Currently,
the Company only possesses minimal assets and liabilities, and did not have any substantial business operations; accordingly,
there were no significant revenues or positive cash flows for the year ended December 31, 2020. Management’s efforts are
focused on seeking out a new and profitable operating business with strong growth potential. From and after the sale, unless and
until the Company completes an acquisition, its expenses are expected to consist solely of legal, accounting and compliance costs,
including those related to complying with reporting obligations under the Securities and Exchange act of 1934.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statements of the Company have been prepared using the accrual basis of accounting and in accordance with
accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities
and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of operations for the periods presented herein have been
reflected.
Use
of Estimates and Assumptions
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 unaudited
consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ
from those estimates.
Cash
and Cash Equivalents
The
Company considers all highly liquid debt instruments with original maturities of three months or less when acquired to be cash
equivalents.
Concentration
of Risk
Deposits
made at financial institutions in the United States are subject to federally depository insurance maximum; deposits in excess
of the amount are subject to concentrations of credit risk of the financial institution; however, Management believe that financial
institutions located in the US are unlikely to become insolvent.
Income
Taxes
Deferred
tax assets and liabilities are recognized for the future tax consequences attributable to 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. 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. Valuation allowances are established, when necessary, to reduce deferred tax assets
to the amounts expected to be realized.
Basic
and Diluted Earnings (Loss) Per Share
Basic loss per share is based on the weighted average number of common
shares outstanding. Diluted earnings per share is based on the weighted average number of common shares outstanding and dilutive common
stock equivalents. Basic loss per share is computed by dividing net loss available to common stockholders (numerator) by the weighted
average number of common shares outstanding (denominator) during the period. Weighted average number of shares used to calculate basic
and diluted loss per share is considered the same as the effect of dilutive shares is anti-dilutive for all periods presented. There were
no potentially dilutive or anti-dilutive securities during the years ended December 31, 2020, and 2019.
Revenue
Recognition
Revenue
is recognized across all segments of the business when there is persuasive evidence of an arrangement, delivery has occurred,
price has been fixed or is determinable, and collectability is reasonably assured. Revenue is recognized at the time title passes
and risk of loss is transferred to customers. The Company did not earn revenue during the years ended December 31, 2020 and 2019.
Stock-Based
Compensation
The
Company expenses all stock-based payments to employees and non-employee directors based on the grant date fair value of the awards
over the requisite service period, adjusted for estimated forfeitures.
Recently
Issued Financial Accounting Standards
Management
has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements
will not have a material effect on the Company’s financial statements.
NOTE
3. GOING CONCERN
During
the year ended December 31, 2020, the Company has been unable to generate cash flows sufficient to support its operations and
has been dependent on capital contributions prior controlling shareholders, and related party advances from the current controlling
shareholder. In addition, the Company has experienced recurring net losses, and has an accumulated deficit of $1,226,639, and
working capital deficit of $161,815 as of December 31, 2020. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. The accompanying financial statements do not include any adjustments related to the recoverability
or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company
be unable to continue as a going concern.
There
can be no assurance that sufficient funds required during the next year or thereafter will be generated from any future operations
or that funds will be available from external sources such as debt or equity financings or other potential sources. If the
Company is unable to raise capital from external sources when required, there would be a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms
or that they will not have a significant dilutive effect on the Company’s existing stockholders. Management is now seeking
an operating company with which to merge or acquire. In the foreseeable future, the Company will rely on related parties such
as its controlling shareholder, to provide advances to funds general corporate purposes and any potential acquisitions of profitable
investments. There is no assurance, however, that the Company will achieve its objectives or goals.
NOTE
4. RELATED PARTY TRANSACTIONS
During
the year ended December 31, 2020, the Company’s current controlling shareholder paid expenses on behalf of the Company in
the amount of $18,749. This amount has been recorded as amount due to related party. As of December 31, 2020 and 2019, the outstanding
balance was $109,470 and $90,721, respectively. The balance is unsecured, non-interest bearing, and due on demand with no specified
repayment schedule.
NOTE
5. STOCKHOLDERS’ EQUITY
Shares
issued and outstanding
As
of December 31, 2020 and 2019, there were 49,511,775 and 49,511,775 shares issued and outstanding, respectively.
On
June 18, 2020, the Company issued 1,000 shares to its CEO, Wayne Tsao, in exchange for all outstanding shares of EMall, Inc. This
transaction is subsequently cancelled and the shares issued was cancelled on August 14, 2020. See Note 1.
NOTE
6. COMMITMENTS AND CONTINGENCIES
Except
as disclosed herein, we are not a party to any pending legal proceeding. To the knowledge of our management, except as disclosed
herein, no federal, state or local governmental agency is presently contemplating any proceeding against us.
NOTE
7. INCOME TAXES
The
Company is subject to U.S. federal income tax laws. The company incurred operating losses in the 2020 and 2019. As of December
31, 2020, the Company had no previously recorded deferred tax assets based on net operating losses. In 2020, the Company continued
to incur net operating losses; however, at the time of this report, management has not determined when it would generate taxable
profits; accordingly, management has not recognized deferred tax assets for the year ended December 31, 2020.
NOTE 8. 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 evaluated subsequent events through the date the financial statements were issued and up to the time of filing with
the Securities and Exchange Commission and has determined that were no material subsequent events that came to management’s
attention that required disclosure.
(2)
Financial Statement Schedules
All
financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts
sufficient to require submission of the schedule, or because the information required is included in the consolidated financial
statements and notes thereto included in this Annual Report on Form 10-K.
(3)
Exhibits
Exhibit
No.
|
|
Description
|
3.1*
|
|
Certificate of Incorporation,
as amended (Incorporated by reference to the Form 8-K, Exhibit 3.1, filed on March 18, 2021)
|
|
|
|
3.2*
|
|
Bylaws (Incorporated by reference to the Form 10, Exhibit 3.2, filed on July 9, 2012)
|
|
|
|
4.1*
|
|
Specimen Stock Certificate (Incorporated by reference to the Form 10, Exhibit 4.1, filed on July 9, 2012)
|
|
|
|
10.1*
|
|
Stock Purchase and Sale between Registrant, Enviromart Industries, Inc. and Michael R. Rosa, dated March 21, 2016 (Incorporated by reference to the Form 10-K, Exhibit 10.11, filed on April 14, 2016)
|
|
|
|
31.1**
|
|
Certification of Chief Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002
|
|
|
|
31.2**
|
|
Certification of Chief Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002
|
|
|
|
32.1***
|
|
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2***
|
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Schema
|
101.CAL
|
|
XBRL Taxonomy Calculation
Linkbase
|
101.DEF
|
|
XBRL Taxonomy Definition
Linkbase
|
101.LAB
|
|
XBRL Taxonomy Label
Linkbase
|
101.PRE
|
|
XBRL Taxonomy Presentation
Linkbase
|
|
***
|
In
accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1
and 32.2 herewith are deemed to accompany this Form 10-K and will not be deemed filed for purposes of Section 18 of the Exchange
Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange
Act.
|
Item
16. Form 10–K Summary
None.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
|
UNIVERSAL
GLOBAL HUB INC.
|
|
|
|
Date: April 15,
2021
|
By:
|
/s/
Wayne Tsao
|
|
|
Wayne Tsao
|
|
|
Title: Chairman,
President and CEO
|
|
|
|
Date: April 15,
2021
|
By:
|
/s/
Wayne Tsao
|
|
|
Wayne Tsao
|
|
|
Title: Interim Chief
Financial Officer
|
17