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.
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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".
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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.
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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.
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