Forward-looking Statements
Statements made in this Quarterly 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.
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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". The Company's common stock is currently
quoted on the OTC market (OTCPINK), under the symbol "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 Quarterly Report on Form 10-Q 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 quarter ended June 30, 2022, we had net loss of $8,908 as compared to a
net loss of $5,989 for the quarter ended June 30, 2021. The increase in loss was
due primarily to decrease in professional fees. 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.
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General and Administrative Expenses
General and administrative expenses were $8,908 for the quarter ended June 30,
2022 as compared to $5,989 for the quarter ended June 30, 2021. General and
administrative expenses consist primarily of professional fees.
Recent Developments
None.
Critical Accounting Policies and Significant Judgments and Estimates
The Securities and Exchange Commission ("SEC") issued disclosure guidance for
"critical accounting policies." The SEC defines "critical accounting policies"
as those that require the application of management's most difficult, subjective
or complex judgments, often as a result of the need to make estimates about the
effect of matters that are inherently uncertain and may change in subsequent
periods.
Our significant accounting policies are described below. We anticipate that the
following accounting policies will require the application of our most
difficult, subjective or complex judgments:
Concentration of Risk
Financial instruments, which potentially subject us to concentrations of credit
risk, consist principally of cash. Our cash balances are maintained in accounts
held by major banks and financial institutions located in the United States. The
Company occasionally maintains amounts on deposit with a financial institution
that are in excess of the federally insured limits. The risk is managed by
maintaining all deposits in high quality financial institutions.
Income Taxes
Income taxes are provided in accordance with FASB ASC 740 "Accounting for Income
Taxes". A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss carry
forwards. Deferred tax expense (benefit) results from the net change during the
year of deferred tax assets and liabilities. Deferred tax assets are reduced by
a valuation allowance when, in the opinion of management, it is more likely than
not that some portion of all of the deferred tax assets will be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment. As of June 30, 2022, all deferred
tax assets continue to be fully reserved.
Liquidity and Capital Resources
As of June 30, 2022, the Company had minimal cash.
As disclosed elsewhere in the Report, on October 5, 2017, we entered into a SPA
with Eastone Equities, LLC. ("Eastone") and certain selling stockholders listed
in the Exhibit A of the SPA, pursuant to which we transferred to Eastone
44,566,412 shares of our issued and outstanding shares 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
then Chief Executive Officer, President and the Chairman of the Board, and Ms.
Charlene Cheng was appointed as the then Chief Financial Officer and a director
of the Board, all became effective on October 23, 2017. Ms. Charlene Cheng
resigned as the Company's Chief Financial Officer and director on November 20,
2019 and the Board of Directors appointed Mr. Wayne Tsao to serve as the
Company's then Interim Chief Financial Officer on March 3, 2020 while the
Company searches for a permanent Chief Financial Officer. Effective December 1,
2021, Mr. Wayne Tsao resigned from the Board and all offices held by him, and
Ms. Ann Peng was appointed to all such positions in an interim capacity.
As a result of the closing of the SPA and change of control, the Company with
new management team is focusing on seeking to acquire an operating business with
strong growth potential.
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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. As of the date of filing of this Report, 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. Also, as noted above, we
have issued stock in exchange for office space and all other services needed to
maintain the company as a public company with respect to calendar year 2017.
If we need to raise additional funds, we intend to do so through equity and/or
debt financing.
Going Concern Consideration
During the six months ended June 30, 2022, the Company has been unable to
generate cash flows sufficient to support its operations and has been dependent
on capital contributions from 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 $1,294,082,
and working capital deficit of $229,258 as of June 30, 2022. 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 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. The Company
is now seeking an operating company with which to merge or acquire. There is no
assurance, however, that the Company will achieve its objectives or goals.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements as defined in Item 303(a) (4)
(ii) of the SEC's Regulation S-K.
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