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 29, 2021, for the
year ended December 31, 2020 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 10-K. 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 29, 2021, 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
Consolidated 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 trees, 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.
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On September 30, 2018, the Company and Mr. CHEN Zheru, representing the sole
shareholder of IV Enterprises Development Limited, a Seychelles corporation
("IVED"), entered into a Sale and Purchase Agreement, pursuant to which the
Company acquired 100% (one hundred percent) of the shareholding of IVED. IVED
provides tree nurseries, including planting, cultivation and inoculation
services through its wholly-owned subsidiary, Oudh Tech Sdn Bhd, in Malaysia.
The acquisition is completed on September 30, 2018.
On October 22, 2018, Mr. David Edwin Evans was appointed as the Company's Chief
Operating Officer. Mr. Liao Lin was appointed as the Company's Chief Sales
Officer. The biographies for new officers of the Company was filed in the Form
8-K filed with SEC on October 22, 2018.
On November 30, 2018, Mr. Chen Zheru resigned from the board of directors with
the Company. 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 director of the Company since September
18, 2015. On the same day, Mr. Li Gongming was appointed as the Company's new
member of board of directors.
On December 5, 2018, as a result of a private transaction, 100% shareholding of
Bosy Holdings Limited has been transferred from Mr. Chen Zheru to Mr. Li
Gongming. The consideration paid for the transaction was $50,000. The source of
the cash consideration for the transaction was personal funds of the Purchaser.
Bosy Holdings Limited, a limited liability company incorporated in Seychelles,
holds 78,415,100 shares of United Royale Holdings Corp. The Transaction resulted
in the Purchaser acquiring a total of 55.235% of the issued and outstanding
share capital of the Company on a fully-diluted basis, which caused a change in
control of the Company. And Mr. Li owns 6,000,000 shares of the Company as of
December 7, 2018, which constitutes a total shareholding of 59.461% of the
Company.
On April 1, 2019, the Company entered into a six-year tenancy agreement with
Halaman Girang Sdn Bhd, the landlord of the farmland, for renting Lot 4316, Batu
20, Jalan Segamat, 84900, Tangkak, Johor, Malaysia. The monthly rental payment
is MYR1,500, equivalent to around $363. The tenancy period is valid from April
1, 2019 to March 31, 2025.
On April 1, 2019, the Company entered into an agarwood management agreement with
Ms. Simone Yap Xin Wei for providing agarwood plantation management and farming
operations in the farmland. The agreement is valid from April 1, 2019 to March
31, 2020, with monthly service fee of MYR2,640, equivalent to $639.
On June 12, 2019, Mr. Soh Khay Wee was appointed as the Company's Director. The
biographies for new officers of the Company was filed in the Form 8-K filed with
SEC on June 12, 2019.
On March 30, 2021, the Company and Mr. Li Gongming ("Mr. Li"), the director of
the Company, signed an instrument of transfer, pursuant to which Mr. Li acquired
100% (one hundred percent) of the shareholding of IVED. The consideration was
set at $1, same as the consideration that the Company acquired IVED in 2018.
There was a gain of $65,154 on disposal of the subsidiaries due to an equity
deficit of the disposed subsidiaries. The disposal of subsidiaries was due to
the uncertain business environment during the pandemic period since end of 2019.
Our Board of Directors, Li Gongming, Teoh Kooi Sooi and Soh Khay Wee resigned
from the board of directors on April 7, 2021. On the same day, Teoh Kooi Sooi
resigned from the roles of Chief Executive Officer, Chief Financial Officer and
Treasurer of the Company, David Edwin Evans resigned from the role of Chief
Operation Officer of the Company, Liao Lin resigned from the role of Chief Sales
Officer of the Company, Jaya C Rajamanickam resigned from the role of President
of the Company while Feliana Binti Johny resigned from the role of Secretary of
the Company.
On April 7, 2021, Mr. Gary Bartholomew was appointed as the Director, Chief
Executive Officer, Chief Financial Officer, President, Secretary, Treasurer of
the Company.
On April 22, 2021, CyberNorth Ventures Inc. acquired an aggregate of 109,423,767
shares of Common Stock of the Company, representing approximately 77.6% of the
issued and outstanding shares of Common Stock of the Company as of such date,
from the previous majority shareholders of the Company. As a result of such
acquisition CyberNorth Ventures Inc. is able to unilaterally control the
election of our board of directors, all matters upon which shareholder approval
is required and, ultimately, the direction of our Company. CyberNorth Ventures
Inc. is wholly owned by our director, Gary Bartholomew.
The Company does not currently have operations.
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Results of Operation
For the three months ended June 30, 2021 and 2020
Revenues
We have not generated any revenue for the three months ended June 30, 2021 and
2020.
General and administrative expenses
We incurred a total of $0 and $23,457 general and administrative expenses during
the three months ended June 30, 2021 and 2020 respectively. The general and
administrative expenses are mainly comprised of Form 10-Q review fee, consulting
fee, legal fee, transfer agent fee and Edgar filing fee. The decrease of general
and administrative expenses is due to decrease in salary payout.
Net income / loss
For three months ended June 30, 2021 and 2020, we had generated no revenues. We
incurred a total net income of $0 and net loss of $23,457 for the three months
ended June 30, 2021 and 2020 respectively.
Loss from discontinued operations
For the six months ended June 30, 2021, there was a gain of $65,154 on the
disposal of subsidiaries due to the deficit of the disposed subsidiaries and a
loss of $8,062 on the discontinued operation. For the six months ended June 30,
2020, loss from discontinued operations of $0 consisted of the results of
operations of the disposed subsidiaries.
Liquidity and Capital Resources
Cash Used In Operating Activities
For the six months ended June 30, 2021 and 2020, the cash flows used in
operating activities was $3,148 and ($57,524) respectively, consists of net loss
and change in assets and liabilities.
Cash Provided By Financing Activities
For the six months ended June 30, 2021 and 2020, the cash flows provided by
financial activities was $10,000 and $27,987 respectively, consists of advance
from directors.
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, 2021.
Contractual Obligations
Nil.
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