**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.

 

|  |
|--|

    

 

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.

 

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**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.

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**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             |        |                                              |        |                |

 

 

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