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 30, 2020, for the
year ended December 31, 2019 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 30, 2020, 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 tree, 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.
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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.
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.
Due to the Coronavirus outbreak since December, 2019, Malaysia government
declared a Movement Control Order from March 18, 2020 to April 14, 2020. The
temporary close down does not have much impact on our current operation, because
currently we are in the plantation progress of Aquilaria Subintegra trees and we
expect the harvest will take place within future 4 years' time. At this moment,
the trees are located at Johor, Malaysia, with sufficient rainfall and sunlight
for growing. Once the Movement Control Order is expired or not extended, we will
collaborate with our service provider to performance the maintenance work of the
farmland.
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Results of Operation
For the three months ended March 31, 2020 and 2019
Revenues
We have not generated any revenue for the three months ended March 31, 2020 and
2019.
General and administrative expenses
We incurred a total of $48,357 and $50,187 general and administrative expenses
during the three months ended March 31, 2020 and 2019 respectively. The general
and administrative expenses are mainly comprised of salary, 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 quarterly
review fee.
Net loss
For three months ended March 31, 2020 and 2019, we had generated no revenues. We
incurred a total net loss of $48,357 and $50,187 for the three months ended
March 31, 2020 and 2019 respectively.
Liquidity and Capital Resources
Cash Used In Operating Activities
For the three months ended March 31, 2020 and 2019, the cash flows used in
operating activities was $59,027 and $39,657 respectively, consists of net loss
and change in assets and liabilities.
Cash Used In Investing Activities
For the three months ended March 31, 2020 and 2019, the cash flows used in
investing activities was $2,288 and $3,462 respectively, consists of
accumulation of cost of biological assets.
Cash Provided By Financing Activities
For the three months ended March 31, 2020 and 2019, the cash flows provided by
financial activities was $2,564 and $12,251 respectively, consists of advance
from directors and capital contribution.
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 March 31, 2020.
Contractual Obligations
As of March 31, 2020, the Company's subsidiary leased a farmland in Tangkak,
Johor, Malaysia under an operating lease, which have a term of six years
commencing from April 1, 2019 to March 31, 2025. As of March 31, 2020, the
future minimum rental payments under these leases aggregate approximately
$23,628 and are due as follows: 2020: $3,030; 2021: $4,172; 2022: $4,172; 2023:
$4,172; 2024: $4,172; and 2025: $1,044.
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