U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-K/A

AMENDMENT NO. 1

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For fiscal year ended December 31, 2017

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period fro m _________ to __________

 

Union Bridge Holdings Limited

(Name of Registrant in its Charter)

 

Nevada

 

000-55731

 

32-0440076

(State or Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

Rm. 1205, 12/F, Harcourt House, 39 Gloucester Road,

Wanchai, Hong Kong

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code:  852-2468-3012

 

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 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  x

 

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  x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No  ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) 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, or a smaller reporting 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

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if smaller reporting company)

Emerging Growth Company

x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ¨ No  x

 

At June 30, 2017, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $4,547,070 based on the closing sale price of the registrant’s common stock on June 30, 2017 of $0.27 per share.

 

As of April 2, 2018, 53,600,000 shares of the registrant’s common stock, par value $0.001, were outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE:  None.

 

 
 
 
 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 to the Annual Report of Union Bridge Holdings Limited (the “Company”) on Form 10-K for the fiscal year ended December 31, 2017 (the “Form 10-K”), filed with the Securities and Exchange Commission on April 2, 2018 (the “Original Filing Date”), is to amend Item 12 of the Form 10-K to identify an additional 5% shareholder within the Principal Stockholder Table of such Item.

 

This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way other disclosures made in the Form 10-K. No other changes have been made to the Form 10-K.

 

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications required pursuant to the rules promulgated under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which were included as exhibits to the Form 10-K when filed, have been amended, restated and re-executed as of the date of this Amendment No. 1 and are included as Exhibits 31.1, 31.2, 32.1 and 32.2 hereto.

 

 
2
 
 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth information known to us, as of April 2, 2018, relating to the beneficial ownership of shares of common stock by:

 

 

·

each person who is known by us (or whom we have reason to believe) to be the beneficial owner of more than 5% of the Company’s outstanding common stock;

 

 

 

·

each director;

 

 

 

·

each executive officer; and

 

 

 

·

all executive officers and directors as a group.

 

Under the rules of the SEC, a person is considered to be the beneficial owner of securities owned by him (or certain persons whose ownership is attributed to him) or securities that can be acquired by him within 60 days, including upon the exercise of options, warrants or convertible securities. Under those rules we determine a beneficial owner’s percentage ownership by assuming that options, warrants and convertible securities that are held by the beneficial owner, but not those held by any other person, and which are exercisable within 60 days, have been exercised or converted.

 

To the best of our knowledge, each of the persons named in the table has sole voting and investment power with respect to all shares of Common Stock shown as being owned by him. Unless otherwise indicated, the address of each beneficial owner in the table set forth below is care of Union Bridge Holdings Limited, Room 1205, 12/F, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong.

 

Common Stock

 

Name and Address of Beneficial Owner Officers and Directors

 

Amount and

Nature of

Beneficial

Ownership

 

 

Percent of

Class (1)

 

Joseph Ho, Chief Executive Officer and Director

 

 

0

 

 

 

0 %

Kam Pang Chim, Chief Financial Officer

 

 

0

 

 

 

0 %

Shan Ho

 

 

5,593,000

 

 

 

10.43 %

Felip Wai Lap Fai

 

 

0

 

 

 

0 %

Total Held by Officers and Directors as a Group (4 persons):

 

 

5,593,000

 

 

 

10.43 %

 

 

 

 

 

 

 

 

 

Five Percent Shareholders

 

 

 

 

 

 

 

 

Lily Ho (2)

 

 

5,593,000

 

 

 

10.43 %

Mary Ho (2)

 

 

19,980,000

 

 

 

37.27 %

Rudolf Novotny (3)

 

 

3,196,000

 

 

 

5.96 %

Moana Ho  (4)

 

 

5,593,000

 

 

 

10.43 %

Jeffrey Martin (5)

 

 

4,689,601

 

 

 

8.75 %

__________

(1)

Based on 53,600,000 shares of common stock outstanding on April 2, 2018. Includes, where applicable, shares of common stock issuable upon the exercise of warrants and conversion of debt held by such person that may be exercised within 60 days after April 2, 2018. Unless otherwise indicated, we believe that all persons named in the table above have sole voting power and/or investment power with respect to all shares of common stock beneficially, warrants and convertible debt owned by them.

 

(2)

Address is: 3400 Bayview Avenue, Toronto, Ontario, M2M 3S3, Canada

 

(3)

Address is: Suite 1105, 11th Floor, Emperor Group Centre, 288, Hennessy Road, Wanchai, HK.

 

(4)

Address is: 8323 Kennedy Road, Suite 228, Markham, ON, L3R 5W7, Canada

 

(5)

Address is: 14014 Yellowwood Circle, Orlando, FL 32828. Includes 1,938,855 shares registered in the name of Ampac Investments Limited and 1,178,166 shares registered in the name of Martin Consultants, Inc., each of which entities, upon information and belief, is controlled by Jeffrey Martin.

 

Policy Regarding Transactions with Related Persons

 

We do not have a formal, written policy for the review, approval or ratification of transactions between us and any director or executive officer, nominee for director, 5%stockholder or member of the immediate family of any such person that are required to be disclosed under Item 404(a) of Regulation S-K. However, our policy is that any activities, investments or associations of a director or officer that create, or would appear to create, a conflict between the personal interests of such person and our interests must be assessed by our Chief Executive Officer and must be at arms’ length.

 
 
3
 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Union Bridge Holdings Limited

 

Dated: April 24, 2018

By:

/s/ Joseph Ho

 

Joseph Ho

 

Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

/s/ Joseph Ho

 

Chief Executive Officer and Director

 

April 24, 2018

Joseph Ho

 

(principal executive officer)

 

/s/ Kam Pang Chim

 

Chief Financial Officer

 

April 24, 2018

Kam Pang Chim

 

(principal financial and accounting officer)

 

/s/ Shan Ho

 

Director

 

April 24, 2018

Shan Ho

 

 

4

 

EXHIBIT 31.1

 

CERTIFICATIONS

I, Joseph Ho, certify that:

 

 

1.

I have reviewed this Annual Report on Form 10-K/A of Union Bridge Holdings Limited;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the most recent quarter (the registrant’s fourth quarter) covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: April 24, 2018

By:

/s/ Joseph Ho

 

Name: Joseph Ho

 

Title: Chief Executive Officer

 

(Principal Executive Officer)

 

EXHIBIT 31.2

 

CERTIFICATIONS

I, Kam Pang Chim, certify that:

 

 

1.

I have reviewed this Annual Report on Form 10-K/A of Union Bridge Holdings Limited;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the most recent quarter (the registrant’s fourth quarter) covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: April 24, 2018

By:

/s/ Kam Pang Chim

 

Name: Kam Pang Chim

 

Title: Chief Financial Officer

 

(Principal Financial Officer)

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Union Bridge Holdings Limited (the “Company”) on Form 10-K/A for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph Ho, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

Date: April 24, 2018

By:

/s/ Joseph Ho

 

Name: Joseph Ho

 

Title: Chief Executive Officer

 

(Principal Executive Officer)

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Union Bridge Holdings Limited (the “Company”) on Form 10-K/A for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kam Pang Chim, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

Date: April 24, 2018

By:

/s/ Kam Pang Chim

 

Name: Kam Pang Chim

 

Title: Chief Financial Officer

 

(Principal Financial Officer)