TrueNorth Quantum Inc. - Annual Report: 2017 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The 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 from ___________ to ___________

Commission File Number 333-208978

United Royale Holdings Corp.

(Formerly known as Bosy Holdings Corp.)

(Exact name of registrant issuer as specified in its charter)

Room 7C, World Trust Tower Building,
50 Stanley Street, Central, Hong Kong

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code (852) 3610-2665

None

Securities registered under Section 12(b) of the Exchange Act

None

Securities registered under Section 12(g) of the Exchange Act

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 Exchange 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. Yes [  ] No [X]

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. (Check one):

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 Exchange Act). Yes [  ] No [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

141,965,520 common shares issued and outstanding as of March 23, 2018

United Royale Holdings Corp

(Formerly known as Bosy Holdings Corp.)

FORM 10-K

For the Fiscal Year Ended December 31, 2017

Index

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Defined Terms

Except as otherwise indicated by the context, references in this Report to:

PART I

ITEM 1. BUSINESS

Overview

We were incorporated on June 23, 2015 under the name of Bosy Holdings Corp. in the state of Nevada. On February 15, 2017, we changed our name from Bosy Holdings Corp. to United Royale Holdings Corp. to facilitate our re-branding efforts and develop and enhance our business.

Our principal executive office is located at Room 7C, World Trust Tower Building, 50 Stanley Street, Hong Kong. Our principal telephone number is + (852) 3610-2665.

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.”

We believe we will be able to generate revenue from providing such services by charging a fee. We will determine an appropriate fee to charge, depending on the particular service or services that we will provide. At this time, we generate revenue through sale of Aquilaria saplings.

If our revenues should grow to the point it is financially feasible to do so we also intend to purchase or rent our own plot of land so that we too can plant and cultivate such trees, and subsequently extract the Agarwood from them, of which we can then resell to consumers and distributors.

Description of Business

We currently has three employees including our Chief Executive Officer (CEO) and Director. Our CEO, Mr. Teoh has substantial experience with, and knowledge of, Agarwood plantation management and inoculation skills, and is responsible for training any new employees and overseeing anticipated expansion plans of hiring new employees in the future. Our Officers and Directors spend on our business up to an aggregate of 40 hours per week, but are prepared to devote more time if necessary.

Below are a few photographs from our orchard depicting the ongoing maintenance required to upkeep the Acquilaria trees. Additionally, we have provided a graphic depicting how the infection of the tree takes place (which is necessary to develop the Agarwood that we plan to ultimately harvest). The pink bottle is filled with an infectious fungus.

Description of Inoculation

Fungal inoculation is an important step in the process of harvesting agarwood and we briefly describe how fungal inoculation works, as it pertains to agarwood, below. First, about 1-10 cm deep holes are drilled up to the xylem of agarwood trees in specified spots and their trunks are injured. Holes are dug in such a manner that there is enough space for air circulation. Though the size of the holes is immaterial, care should be taken to see that the injury spreads and the holes don’t get covered.

Pipes made out of plastic or natural material can be inserted into these holes to ensure that they remain open. On an average, about 40 – 90 holes are drilled on one tree trunk, at a distance of 5 cm from one another. Once the spread of injury is ascertained, fungi should be released into the tree trunk, forcing the tree to start resin production. Either the fungi collected from old agarwood trees are collected and released into experimental plants or processed difco yeast, sodium bisulfite, ferric chloride, etc., are introduced in place of natural fungi.

Depending on their breed, agarwood can be obtained from 3 – 80-year-old-trees by the process of fungal inoculation. However, trees can start yielding agarwood 18 – 21 months after the infection has begun. It should additionally be noted that there are many other factors which play a major role in determining the yield of the plant.

Proposed Business Plan

We offer planting and cultivation services to land owners in regards to the planting and cultivation of Aquilaria Subintegra & Aquilaria Sinensis trees. We also provide services relating to the extraction of Agarwood from such trees, through the process of “fungal inoculation.”

We have initially targeted land owners seeking our services in Malaysia.

Note: “Plantation management services,” and “management services” are synonymous herein, with “planting and cultivation services.” “Landlord” is synonymous herein with “land owner.”

With the process of fungal inoculation explained previously this is how our business operations will be conducted going forward: We will provide any and all planting, cultivating, and or inoculation services requested by a landlord who already has an existing plot of land to grow Aquilaria Subintegra & Aquilaria Sinensis trees.

After consulting with the landlord in regards to the services they request from us, a fee will be agreed upon amongst us and the landlord. After coming to an agreement with the landlord on a fee for our services we will, within one week, provide the landlord a list of all the materials necessary to carry out the requested services. The landlord, not us will bear the costs of any materials and will maintain ownership of such materials after our services are no longer necessary. On a case by case basis we will determine whether the landlord will pay us to acquire such materials or if they will acquire the materials and then provide them to us. This will be at the landlord’s discretion. Any materials for any project will be held at the property of the landlord and we will not be responsible for their safekeeping. Our own employees however, will have some of their own general supplies and equipment provided to them by us, including but not limited to, gloves, hoes, shovels, tiller rake, and spades.

A few examples of some of the kinds of materials we may need depending on the scope of our services from landlords include: Saplings, fertilizer, soil, manure, sand, irrigation rigs, poly bags, fencing, and commercial farming machinery.

While many of the landowners may request our services to begin the process of planting new Aquilaria trees we believe many others will already have an existing orchard that is ready or close to ready for harvesting of Agarwood, at which time we can offer our inoculation services or services relating to the general maintenance of the trees. It should be noted that the scope of our services will be conducted on a case by case basis depending on the landlord’s request. We will however, be prepared to oversee any part of the process of caring for or cultivating the Acquilaria tree, regardless of what point in time it is currently in with respect to its lifespan. We will also be prepared to complete the inoculation process as well in which we would extract the Agarwood from the trees themselves.

Other Company Plans

In addition to our services that we intend to provide landlords, we also desire to seek out a plot of land that we could either rent, or purchase to grow our own orchard of Acquilaria trees, of which we could then harvest the Agarwood from and sell to consumers or distributors. It should be noted, however, that this is not part of our immediate plan of operations, unless it should be financial feasible to do so. Any proceeds from this offering we intend to allot directly to our service related businesses, not this endeavor. We will only begin considering the above at such time that we have generated enough revenues that we feel we could finance this project through those revenues. At this time, we have not yet identified a property for rent or purchase. Our budget for the aforementioned will be determined at a later date.

Marketing Efforts

Currently, we are currently changing and amending our corporate website which we feel will bolster our presence in the market space. On the site we intend to list some of the services we intend to offer and pictures of our employees at work once we develop a client base.

We will also be pursuing marketing campaigns by utilizing the internet, social media, and perhaps even print media. These plans have not yet been determined in sufficient detail to outline herein.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. DESCRIPTION OF PROPERTY

We do not own any real estate or other properties. The Company’s executive office is located at Room 7C, World Trust Tower Building, 50 Stanley Street, Central, Hong Kong. The office space is provided rent free by the Company’s Chief Executive Officer, Mr. Teoh Kooi Sooi.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no pending legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is currently quoted on the OTCQB under the trading symbol “URYL.” Our common stock did not trade prior to September 6, 2017.

Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects. We cannot assure you that there will be a market for our common stock in the future.

For the periods indicated, the following table sets forth the high and low bid prices per share of common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

We have issued and cancelled 201,965,520 shares and 60,000,000 shares of our common stock respectively since our inception on June 23, 2015, which resulted in 141,965,520 shares of common stock outstanding as of December 31, 2017. There are no outstanding options or warrants or securities that are convertible into shares of common stock.

Holders

As of December 31, 2017, we have 161 shareholders of record of our common stock.

Transfer Agent and Registrar

The transfer agent for our capital stock is Island Stock Transfer, with an address at 15500 Roosevelt Boulevard, Suite 301, Clearwater, FL 33760 and telephone number is +1 727-289-0010.

Penny Stock Regulations

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.

Dividends

No cash dividends were paid on our shares of common stock during the fiscal year ended December 31, 2017 and 2016. We have not paid any cash dividends since June 23, 2015 (inception) and do not foresee declaring any cash dividends on our common stock in the foreseeable future.

Recent Sales of Unregistered Securities

No unregistered sales of equity securities took place during the fiscal year ended December 31, 2017.

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

We have not repurchased any shares of our common stock during the fiscal year ended December 31, 2017.

Other Stockholder Matters

None.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements and the notes to those financial statements appearing elsewhere in this Report.

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

GENERAL

United Royale Holdings Corp., formerly known as Bosy Holdings Corp. (the “Company”) was incorporated under the laws of the State of Nevada on June 23, 2015. The Company, 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 initially targeted our service to land owners in Malaysia.

As of June 14, 2017, Mr. Ong Kean Wah and Ms. Chen Yan Hong resigned from the position of Chief Operations Officer and director of the Company, respectively. Nevertheless, their departure didn’t affect our daily operation.

On December 29, 2017, the Company applied for uplifting to OTCQB Marketplace. On January 11, 2018, the Company obtained the official approval from the OTCmarkets and is verified for trading OTCQB Marketplace on January 12, 2018.

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” will be effective on February 15, 2018.

Results of Operations

For the year ended December 31, 2017 and December 31, 2016

Revenue

We have generated $12,500 of revenue from the sale of saplings for the year ended December 31, 2017 while we had not earned any revenues for the year ended December 31, 2016.

Cost of Revenue

We have incurred $10,000 of cost from the sale of saplings for the year ended December 31, 2017 while we had not incurred any costs for the year ended December 31, 2016.

General and administrative expenses

We incurred a total of $45,003 general and administrative expenses for the year ended December 31, 2017, while we incurred a total of $183,850 general and administrative expenses for the year ended December 31, 2016. The general and administrative expenses are mainly comprised of audit fee, professional fee, salary, transfer agent fee and Edgar Filing fee. The decrease in general administrative expense in 2017 was due to a decrease in corporate structuring and business consulting fee. In 2016, we incurred a business consulting fee of $150,000 in corporate structuring and business advisory on the business development in South East Asia.

Net Loss

The net loss for the year ended December 31, 2017 and December 31, 2016 was $42,650 and $183,902 respectively.

Liquidity and Capital Resources and Cash Requirements

As of December 31, 2017, the Company had cash of $440,868 as compared to cash of $468,582 as of December 31, 2016. The Company had a working capital of $418,965 as December 31, 2017 when compared to working capital of $464,847 as of December 31, 2016.

Cash Used In Operating Activities

During the year ended December 31, 2017, the cash flows used in operating activities was $27,741. Our net loss for the period and increase in accrual liabilities were the reasons for our negative operating cash flow.

During the year ended December 31, 2016, the Company used $180,317 of cash in operating activities due to its net loss, increase in accrual of $3,585.

The difference between year 2017 and 2016, was due to a business consulting fee of $150,000 in corporate structuring and business advisory on the business development in South East Asia, we paid in 2016.

Cash Used In Investing Activities

During the year ended December 31, 2017, the cash flows used in investing activities was $3,878, as the Company bought the computer and software during the year of 2017.

During the year ended December 31, 2016, the Company didn’t generate or use any cash in investing activities.

Cash Provided by Financing Activities

During the year ended December 31, 2017, the net cash provided by financing activities was $3,878, which were the lending from our Chief Executive Officer and Director, Mr. Teoh.

During the year ended December 31, 2016 the Company generated $559,670 cash in financing activities as we issued a total of 559,520 common shares for cash contributions of $559,520 and the lending from our Chief Executive Officer and Director, Mr. Teoh of $150.

We will expect to utilize $150,000 in 2018 from the cash generated from the issuance of common shares in recruiting personnel and hiring staff, office equipment, cost of inoculation, research and development.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this item are located following the signature page of this Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The disclosure with respect to the change in our accountants required under this section was previously reported as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, on a Current Report on Forms 8-K respectively filed with the Securities and Exchange Commission on December 20, 2017 and January 3, 2018. As previously disclosed, there were no disagreements or any reportable events to disclose.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer concluded as of December 31, 2017, that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) ineffective controls over period end financial disclosure and reporting processes; and (4) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2017.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed 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. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

1. pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

Based on this assessment, management has concluded that as of December 31, 2017, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will increase our personnel resources and technical accounting expertise within the accounting function. We will create a position to segregate duties consistent with control objectives. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

We anticipate that these initiatives will be at least partially, if not fully, implemented by the mid of fiscal year 2018. Additionally, we plan to test our updated controls and remediate our deficiencies in year 2018.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting for the year ended December 31, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

NONE.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below are the present directors and executive officers of the Company. Note that there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

Teoh Kooi Sooi- Chief Executive officer, President, Treasurer, Director

Mr. Teoh graduated from University Utara Malaysia with a bachelor’s degree in multimedia major. In 2008, he started his career as a marketing & sales manager. His main job responsibilities included business development as well as building and maintaining customer relationships. Subsequently, Mr. Teoh was appointed as a director of Multi Agro Tech Sdn Bhd Company in Jun 2010 and ceased to hold any position in January 2017.

Mr. Teoh’s experience with business development and director experience has led to his appointment as President, Chief Executive Officer, Treasurer and Director.

Chen Zheru- Secretary, Director

Mr. Chen graduated from Wenzhou University in China with a bachelor’s degree in Accountancy in 2006. Subsequent to his graduation, and also in 2006, Mr. Chen joined Wenzhou Jimma Trading Company where he worked until 2009. In 2009 Mr. Chen joined Wenzhou Hongsheng group as a business director specialized in stainless steel manufacturing where he worked until 2013. He joined Wenzhou Hongxu Investment Management Company Limited as a business director in Jun 2013. The principal business of Wenzhou Hongxu Investment Management Company Limited is to provide a wide variety of financial products and wealth management services to its clients.

Mr. Chen’s Experience as a business director and Accountancy degree has led to his appointment as Secretary and Director of the Company.

Family Relationships

There are no family relationships between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

Our Directors and our Officers have not been involved in any of the following events during the past ten years:

1. Bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or

4. Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

TERM OF OFFICE

Our directors are appointed to hold office until the next annual meeting of our stockholders or until their respective successor is elected and qualified, or until she resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our Board of Directors hold office until removed by the Board or until their resignation appoints our officer.

DIRECTOR INDEPENDENCE

Our Board of Directors is currently composed of two members, neither of whom qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our Board of Directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directors made these determinations, our Board of Directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors have no committees. We do not have a standing nominating, compensation or audit committee.

ITEM 11. EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from January 1, 2016 to December 31, 2017:

Summary Compensation Table

* Resigned as of June 14, 2017

There are current employment agreements between the company and its officer and director.

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

Director Compensation

The following table sets forth director compensation as of December 31, 2017:

* Resigned as of June 14, 2017

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of December 31, 2017 certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group:

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

During the year ended December 31, 2017, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.

As of December 31, 2017, our Chief Executive Officer, Mr. Teoh had loaned $4,028 to the Company to provide working capital for its business operations. The loan is unsecured, non-interest bearing and due on demand.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firms for the fiscal years ended December 31, 2017 and 2016. On January 2, 2018, we have engaged TAAD LLP (“TAAD”) as its principal accountant and dismissed Weld Asia Associates (“Weld Asia”) from that role. The accounting fees and services charged by TAAD and Weld Asia for 2017 and 2016 are shown separately in the following two tables.

TAAD LLP

Weld Asia Associates

The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents. During the year ended December 31, 2017 and 2016, the financial statements of the Company were audited by Weld Asia Associates and TAAD LLP.

The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

The category of “Tax services” includes tax compliance, tax advice, tax planning.

The category of “All other fees” generally includes advisory services related to accounting rules and regulations.

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

PART IV

ITEM 15. EXHIBITS

The following exhibits are included as part of this report by reference:

*Filed herewith

** Previously filed as an exhibit to the Company’s Form 8-k filed with SEC on March 15, 2018

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

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:

UNITED ROYALE HOLDINGS CORP.

(FORMERLY KNOWN AS BOSY HOLDINGS CORP.)

Financial Statements

For The Years Ended December 31, 2017 And 2016

(With Report of Independent Registered Public Accounting Firm Thereon)

UNITED ROYALE HOLDINGS CORP.

(FORMERLY KNOWN AS BOSY HOLDINGS CORP.)

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

United Royale Holdings Corp.

We have audited the accompanying balance sheets of United Royale Holdings Corp. (the “Company”) as of December 31, 2017 and 2016, and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of United Royale Holdings Corp. as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

UNITED ROYALE HOLDINGS CORP.

(Formerly known as Bosy Holdings Corp.)

BALANCE SHEETS

AS OF DECEMBER 31, 2017 AND 2016

(Currency expressed in United States Dollars (“US$”), except for number of share)

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

UNITED ROYALE HOLDINGS CORP.

(Formerly known as Bosy Holdings Corp.)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

See accompanying notes to the audited financial statements.

UNITED ROYALE HOLDINGS CORP.

(Formerly known as Bosy Holdings Corp.)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

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

UNITED ROYALE HOLDINGS CORP.

(Formerly known as Bosy Holdings Corp.)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

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

UNITED ROYALE HOLDINGS CORP.

(Formerly known as Bosy Holdings Corp.)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

United Royale Holdings Corp., formerly known as Bosy Holdings Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on June 23, 2015. We intend to 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.”

Basis of presentation

The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Use of estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheet, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Our deposit is currently deposit in HSBC Hong Kong, and there is a Deposit Protection Scheme protects our eligible deposits held with bank in Hong Kong which is members of the Scheme. The scheme will pay us a compensation up to a limit of HKD500,000, which is equivalent to $64,102, if HSBC Hong Kong fails.

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:

The Company purchased 2 computers at the end of June 2017, and the computers has been subject to depreciation since the utilization in July 2017. Expenditures for maintenance and repairs will be expensed as incurred.

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. Hong Kong Dollars (“HK$”), which is the respective functional currencies for the Company as the deposit is currently kept in HSBC Hong Kong.

Translation of amounts from HK$ of the Company into US$ has been made at 7.8 for the years ended December 31, 2017 and 2016, and as of December 31, 2017 and 2016.

Revenue recognition

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition”, the Company recognizes revenue from sales of goods when the following four revenue criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) selling price is fixed or determinable; and (4) collectability is reasonably assured. The sales revenue is related to a sale of Aquilaria saplings to one client and it is a one-time transaction. For the year ended December 31, 2017, the company had only one client.

Revenue from supplies of Saplings is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the products are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded. Based on limited operating history, management estimates that there was no sales return for the period reported.

Cost of revenue

Cost of revenue includes the purchase cost of saplings for re-sale to customers. It excludes purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs and other costs of distribution network in cost of revenues, as the saplings were well packed when we received. And the warehouse space and distribution tools were provided free by the Company’s Chief Executive Officer, Mr. Teoh Kooi Sooi.

Income taxes

The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company's assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income.

Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods.

UNITED ROYALE HOLDINGS CORP.

(Formerly known as Bosy Holdings Corp.)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Fair value of financial instruments

The carrying value of the Company’s financial instruments: cash and cash equivalents, prepayments, amount due to a director and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

The Company follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Recent accounting pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard further requires new disclosures about contracts with customers, including the significant judgments the company has made when applying the guidance. We will adopt the new standard effective January 1, 2018, using the modified retrospective transition method. We finalized our analysis and the adoption of this guidance will not have a material impact on our consolidated financial statements and our internal controls over financial reporting.

In June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation,” (“ASU 2014-10”). ASU 2014-10 removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, ASU 2014-10 eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company has elected to adopt ASU 2014-10 effective with this registration statement on Form S-1 and its adoption resulted in the removal of previously required development stage disclosures.

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers Other than Inventory (ASU 2016-16), which requires companies to recognize the income-tax consequences of an intra-entity transfer of an asset other than inventory. This guidance will be effective for us in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. We currently anticipate adopting the new standard effective January 1, 2018, and do not expect the standard to have a material impact on our financial statements.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance will be effective for us in the first quarter of 2018 and early adoption is permitted. We are still evaluating the effect that this guidance will have on our financial statements and related disclosures.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

UNITED ROYALE HOLDINGS CORP.

(Formerly known as Bosy Holdings Corp.)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The prepaid expenses in 2017 was the retainer kept in the transfer agent’s account.

The Company acquired a computer as equipment and a software at $3,731 and $147 respectively in 2017, and the accumulated depreciation as of December 31, 2017 was $646, which constituted a net book value of $3,232.

The current and deferred income tax expense (benefit) consists of the following:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. There was no significant temporary difference as of December 31, 2017 and 2016, therefore no deferred tax assets or liabilities have been recognized.

The valuation allowance at December 31, 2017 and 2016 were approximately $80,052 and $65,551. The net change in valuation allowance during the years ended December 31, 2017 and 2016 was $14,501 and $62,527. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized.

The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company annually conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of December 31, 2017 and 2016. The Company’s policy is to record uncertain tax positions as a component of income tax expense. The Company annually conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of December 31, 2017 and 2016. The Company’s policy is to record uncertain tax positions as a component of income tax expense. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2017 and 2016. All tax years since inception remains open for examination by taxing authorities.

The actual tax benefit at the expected rate of 34% differs from the expected tax benefit for the year ended December 31, 2017 and 2016 respectively, as follows:

The Company has not filed its tax returns since its inception and the management will file the previous outstanding tax returns after the filing of the Form 10-K as of December 31, 2017.

UNITED ROYALE HOLDINGS CORP.

(Formerly known as Bosy Holdings Corp.)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

As of December 31, 2017 and 2016, our director has loaned to the Company $4,028 and $150, respectively. This loan is unsecured, non-interest bearing and due on demand.

On June 23, 2015, the founder of the Company, Ms. Chen Yanhong purchased 100,000 shares of restricted common stock of the Company at a par value of $0.0001 per share for the Company’s initial working capital.

On September 11, 2015, the other founder of the Company, Mr. Chen Zheru purchased 150,000 shares of restricted common stock of the Company at a par value of $0.0001 per share for the Company’s initial working capital.

On September 18, 2015, a related company which is controlled by Mr. Chen Zheru purchased 180,000,000 shares of restricted common stock of the Company, at a par value of $0.0001 per share, for $18,000.

On September 18, 2015, the Chief Executive Officer of the Company, Mr. Teoh Sooi Kooi purchased 20,000,000 shares of restricted common stock of the Company at a par value of $0.0001 per share for $2,000.

On September 18, 2015, Ms. Chen Huile purchased 1,000,000 shares of restricted common stock of the Company, at a par value of $0.0001 per share, for $100.

On September 21, 2015, the Company entered into certain Subscription Agreements with 39 investors relating to the private placement of a total of 156,000 shares of restricted common stocks at a subscription price of $0.5 per share, for aggregate gross proceeds of $78,000.

During the financial year of 2016, the Company issued 559,520 shares of common stocks at a subscription price of $1 per share in its initial public offering, for aggregate gross proceeds of $559,520.

All proceeds received are used for the Company’s working capital.

On December 12. 2017, a related company which is controlled by Mr. Chen Zheru cancelled its 60,000,000 shares of common stock.

As of December 31, 2017 and 2016, there are 141,965,520 and 201,965,520 shares of common stock issued and outstanding respectively

There were no stock options, warrants or other potentially dilutive securities outstanding as of December 31, 2017.

On December 1, 2017, Our Chief Executive Officer, Mr. Teoh and our director, Mr. Chen entered into the employment contract with the Company. Mr. Teoh was paid at $5,000 per month and Mr. Chen was paid at $500 per month. On the same day, the Company employed one more accountant at $800 per month.

The Company is exposed to the following concentrations of risk:

(a) Major customer

For the years ended December 31, 2017 and 2016, the customer who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end is presented as follows:

(b) Major vendor

For the years ended December 31, 2017 and 2016, the vendor who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end is presented as follows:

Our CEO, Mr. Teoh, was the director of Vendor A previously. He resigned from Vendor A on January 25, 2017, while the sale was generated in June 2017.

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2017 up through the date the Company presented this condensed financial statements. During the period, the Company did not have any material recognizable subsequent.