UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended March 31, 2018

¨ Transition Report under Section 13 or 15(d) of the Exchange Act

For the transition period from ______________ to _____________

Commission file number: 000-54955

+86 10-65014177

(Registrant’s telephone number, including area code)

____________________________________________________________

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

Indicate by check mark whether the registrant (1) has filed 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 during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes x No ¨

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

As of May 18, 2018, there were 41,998,104 shares of $0.01 par value common stock issued and outstanding.

FORM 10-Q

UBL Interactive, Inc.

INDEX

PART 1 – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

INDEX TO INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS 

MARCH 31, 2018

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these financial statements.

UBL INTERACTIVE, INC.

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

For the Three and Six Months Ended March 31, 2018

(Unaudited)

Note 1 – Nature of Operations

UBL Interactive, Inc. (“UBL” or the “Company”) was incorporated under the laws of the State of Delaware on September 30, 2009. The Company provided public identity services to businesses by managing their online profile information and distributing this information uniformly to search engines, directory publishers, social networks and mobile services until operations had ceased in July 2015.

Note 2 – Basis of Presentation

The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and are presented in U.S dollars. Accordingly, they do not include all of the information and footnotes required under U.S GAAP for complete financial statements. These unaudited interim condensed financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for fiscal year 2017. In the opinion of management, all adjustments of a normal recurring nature and considered necessary for a fair presentation, have been made. Operating results for the six months ended March 31, 2018 are not necessary indicative of its results for a full year.

Going Concern Assumptions

These unaudited interim condensed financial statements have been prepared on a going concern basis which contemplates that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. If the going concern assumptions were not appropriate for these financial statements then adjustments would be necessary in the carrying value of assets and liabilities, the reported revenue and expenses and the statement to financial position classifications.

As at March 31, 2018, the Company had an accumulated deficit of $3,140,165 since inception. As at March 31, 2018, the Company does no have any cash balance and is in the process of pursuing business opportunities.

The continuation of the Company as a going concern is dependent upon its ability to raise additional financing and identify a suitable business and ultimately attain and maintain profitable operations. There can be no assurance that such financing and profitability will occur in the amounts and with terms expected. In the event that cash flow from operations, if any, together with the proceeds of any future financings, are insufficient to meet the Company’s current operating needs, the Company will be required to re-evaluate its planned expenditures and allocate its total resources in such a manner as the Board of Directors and management deem to be in the Company’s best interest.

These factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed financial statements do not give effect to adjustments to the carrying value and classifications of assets and liabilities and related expenses that would be necessary should the Company be unable to continue as a going concern.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements are limited to management assessment of the Company’s ability to continue as a going concern as discussed above.

Note 3 – Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

In February 2016, the FASB issued guidance in the form of a FASB ASU No. 2016-12, “Leases.” The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain optional practical expedients available. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company currently does no have any outstanding lease agreement.

Note 4 – Debt Settlement

During the three months ended March 31, 2018, the Company issued 4,175,000 common shares to a director of the Company, who was also a former officer to settle a debt in the amount of $7,635.

Note 5 – Subsequent Event

In April 2018, the Company issued 10,000,000 Class A Preferred Shares to a director who was also a former officer of the Company at the time in consideration of debt settlement of $1,666.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This report contains forward-looking statements. These forward-looking statements include, without limitation, statements containing the words “believes,” “anticipates,” “expects,” “intends,” “projects,” “will” and other words of similar import or the negative of those terms or expressions. Forward-looking statements in this report include, but are not limited to, expectations of future levels of research and development spending, general and administrative spending, levels of capital expenditures and operating results, sufficiency of our capital resources, our intention to pursue and consummate strategic opportunities available to us.. Forward-looking statements are subject to certain known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to those described in “Risk Factors” of the reports we file with the Securities and Exchange Commission.

Business

During the three and six months ended March 31, 2018, the Company had no active business operations. The Company has been seeking a merger target that would create an active business. To date, no merger target has been found.

During the three months ended March 31, 2018, the Company issued 4,175,000 common shares to settle a debt of $7,635. In April 2018, the Company issued 10,000,000 shares of Class A preferred shares in consideration of debt settlement of $1,666.

Statement of Operations – Three and six months ended March 31, 2018 versus three and six months ended March 31, 2017

During the three and six months ended March 31, 2018 and 2017, the Company incurred professional fees of $1,666 and did not have any operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable for a small reporting company.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, or officers performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

There have been no changes in our internal controls over financial reporting during our second fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not aware of any material, active, pending or threatened proceeding against us, nor are we, involved as a plaintiff or defendant in any material proceeding or pending litigation.

Item 1A. Risk Factors.

Not applicable for a small reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On February 2, 2018, the Company issued 4,175,000 shares of common stock to William R. Alessi Jr. to settle a debt in the amount of $7,635. Such shares were issued pursuant to an exemption from registration under Section 3(a)(10) of the Securities Act of 1933, as amended ("Securities Act"). On April 20, 2018, the Company issued 10,000,000 Class A Preferred Shares to William R. Alessi in consideration of the settlement of his debt of $1,666. Such shares were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information.

None

Item 6. Exhibits.

________ 

SIGNATURES

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, thereunto duly authorized.