QUARTERLY REPORT FOR THE FISCAL YEAR ENDING JUNE 30, 2016 PURSUANT TO. RULE 15c2-11(A)(5) OF THE SECURITIES EXCHANGE COMMISSION AND

Transcription

1 QUARTERLY REPORT FOR THE FISCAL YEAR ENDING JUNE 30, 2016 PURSUANT TO RULE 15c2-11(A)(5) OF THE SECURITIES EXCHANGE COMMISSION AND THE OTC MARKETS GROUP GUIDELINES FOR PROVIDING ADEQUATE PUBLIC DISCLOSURE UNITED RESOURCE HOLDINGS GROUP, INC. A Nevada Corporation For the Period Ended June 30, 2016 All information contained in this Information and Disclosure Statement has been compiled to fulfill the disclosure requirements of Rule 15c2-11(a)(5) promulgated under the Securities Act of 1934 as amended. The enumerated captions contained herein correspond to the sequential format as set forth in the Guidelines for Providing Adequate Current Public Information provided by The OTC Markets Group.

2 Initial Company Information and Disclosure Statement of UNITED RESOURCE HOLDINGS GROUP, INC. as of June 30, 2016 THE INFORMATION FURNISHED HEREIN HAS BEEN PREPARED FROM THE BOOKS AND RECORDS OF THE ISSUER BY ITS OFFICERS AND DIRECTORS IN ACCORDANCE WITH THE OTC MARKETS GUIDELINES FOR PROVIDING ADEQUATE CURRENT INFORMATION, AND IS INTENDED ONLY AS A SECURITIES DEALER INFORMATION FILE; AND NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED HEREIN IN CONNECTION WITH THE ISSUER. SUCH INFORMATION OR REPRESENTATIONS, IF MADE, MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE ISSUER; AND DELIVERY OF THIS DOCUMENT DOES NOT AT ANY TIME IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIMES SUBSEQUENT TO THE DATE FIRST WRITTEN ABOVE.

3 Table of Contents Item 1 The exact name of the issuer and its predecessor... 4 Item 2 The address of the issuer s principal executive offices... 4 Item 3 Security Information... 4 Item 4 Issuance History... 5 Item 5 Financial Statements... 8 Item 6 Business, Products & Services..16 Item 7 Facilities 17 Item 8 Officers, Directors and Control Persons...17 Item 9 Third Party Providers.18 Item 10 Certification

4 Part A Item 1 General Company Information The exact name of the issuer and its predecessor Current Name: Former Names: United Resource Holdings Group, Inc. (Nevada Corporation) From January 12, 2007 and still the registered name United Resources Group, Inc. (Nevada Corporation)* From January 11, 2007 to January 12, 2007 *Named United Resources Group, Inc. due to filing error. Corrected via an amendment on the following day. Investsource Communications, Inc. (Nevada Corporation) From January 6, 2006 to January 11, 2007 Item 2 The address of the issuer s principal executive offices Company Headquarters: Address: 200 South Virginia Street Suite 800 Reno, NV Phone: (844) Fax: (702) Web Site: info@urhg.net Item 3 Security Information Trading Symbol: URHG Exact title and class of securities outstanding: common stock only, no preferred stock CUSIP: 91137R105 4

5 Par or stated value: $ Total shares authorized: 200,000,000 as of 6/30/16 Total shares outstanding: 138,193,742 common stock as of 6/30/2016 The name and address of the transfer agent Name: Columbia Stock Transfer Company Address: 1869 E. Seltice Way, Suite 292 Post Falls, ID Phone: (208) Fax: (208) Columbia Stock Transfer Company is registered under the Securities Exchange Act of 1934 and is regulated by the Securities and Exchange Commission. Additional class of securities: N/A List any restriction on the transfer of security: The only restriction on the transfer of a security is the restriction on stock issued that has a time restriction. The restriction may be removed on a security that meets the affiliate and time requirement restriction as governed by the Security and Exchange Commission. Describe any trading suspension orders issued by the SEC in the past 12 months. There have been no trading suspension orders issued by the SEC in the past 12 months List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months. There have been no stock split, stock dividend, recapitalization, merger, acquisition, spin-off or reorganization within the past 12 months. Item 4 Issuance History Listed below in Chronological order are issuances that resulted in changes in total shares outstanding by the issuer in the past two fiscal years and any interim period. The list includes all offerings of equity securities, whether private or public, and all shares or any other securities issued for services provided by such persons or entities. All the securities below are: A) Issued 5

6 but not registered under the Securities Act of 1933; B) the jurisdiction where the offering was registered or qualified under the laws of the State of Nevada; C) the number of shares offered for each transaction is listed in the tables below; D) the number of shares sold is listed in the tables below; E) the price for each transaction is listed in the tables below; F) The trading status of the shares below were all restricted on the legend at issuance, and G) the certificates evidence the shares contain a legend stating the following: The securities represented hereby have not been registered under the United States Security Act of 1933, as amended ( The Securities Act ) or applicable state securities laws. These securities may not be offered, sold, pledged or otherwise transferred unless there is an effective registration statement under the Securities Act and such laws covering such securities, or the corporation receives an opinion of counsel acceptable to the corporation stating that such offer, sale, pledge or other transfer is exempt from the registration and prospectus delivery requirements of the Securities Act and such laws. The securities represented by this certificate cannot be subject of hedging transactions unless such transactions are conducted in compliance with the Securities Act. On February 11, 2014 the Company issued 500,000 shares of common stock at $0.10 shares for consideration for debt payment totaling $50,000. On February 11, 2014 the Company issued 101,181 shares of common stock at $0.10 shares for consideration for consulting work totaling $10,118. On February 11, 2014 the Company issued 125,000 shares of common stock for board of directors compensation. On May 5, 2014 the Company issued 82,000 shares of common stock at $0.10 shares as payment of a lease agreement totaling $8,200. On June 19, 2014 the Company issued 165,000 shares of common stock at $0.10 shares for consideration for debt payment totaling $16,500. On July 30, 2014 the Company issued 150,000 shares of common stock at $0.10 shares for consideration for debt payment totaling $15,000. On October 21, 2014 the Company issued 125,000 shares of common stock for board of directors compensation. On November 19, 2014 the Company issued 1,000,000 shares of common stock as employment compensation. On April 21, 2015 the Company issued 75,000 shares of common stock for board of directors compensation. On May 27, 2015 the Company issued 1,000,000 shares of common stock for consulting compensation. On July 8, 2015 the Company issued 6,000,000 shares of common stock at $0.05 shares for consideration for debt payment totaling $300,000. 6

7 On July 30, 2015 the Company issued 3,416,000 shares of common stock at $0.10 for contract work done. On July 30, 2015 the Company issued 6,617,000 shares of common stock as employment compensation. On July 30, 2015 the Company issued 1,891,667 shares of common stock at $ for consideration of cash totaling $120,000. On September 8, 2015 the Company issued 300,000 shares of common stock for consulting compensation. On October 15, 2015 the Company issued 2,007,726 shares of common stock at $ shares for consideration for debt payment totaling $100,000. On November 13, 2015 the Company issued 100,000 shares of common stock for consulting compensation. On November 20, 2015 the Company issued 50,000 shares of common stock for consulting compensation. 7

8 Item 5 Financial Statements UNITED RESOURCE HOLDINGS GROUP, INC. Consolidated Balance Sheets (Unaudited) (Expressed in US Dollars) June 30 June ASSETS CURRENT ASSETS Cash and cash equivalents $ 17,464 $ 94,960 Subsidiary Supplies Inventory 42,950 48,550 TOTAL CURRENT ASSETS 60, ,510 OTHER ASSETS Exploratory properties 3,000,000 3,240,000 Property and equipment 3,087,499 6,843,083 Goodwill 8,583,730 TOTAL OTHER ASSETS 6,087,499 18,666,813 TOTAL ASSETS $ 6,147,913 $ 18,810,323 LIABILITIES AND STOCKHOLDERS' EQUITY / DEFICIT CURRENT LIABILITIES Accounts payable $ 416,637 $ 416,637 Related party payable Notes payable $ 815,309 $ 1,479,769 Convertible Notes $ 1,310,000 TOTAL LIABILITIES $ 2,541,946 1,896,406 Commitments and Contingencies - - STOCKHOLDERS' EQUITY / (DEFICIT) Common Stock, 200,000,000 par value $0.001 authorized; 138,193,742 and 117,811,349 issued and outstanding on June 30, 2016 and 2015, respectively 138, ,811 Additional paid in capital 20,462,274 16,822,118 Accumulated Deficit (17,494,500) (2,492,771) Total United Resource Holdings Group stockholders' equity 3,105,968 14,447,158 Non-controlling interest 499,999 2,466,759 TOTAL STOCKHOLDERS' EQUITY / (DEFICIT) 3,605,967 16,913,917 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT) $ 6,147,913 $ 18,810,323 8

9 UNITED RESOURCE HOLDINGS GROUP, INC. Consolidated Statement of Income (Unaudited) (Expressed in US Dollars) 30-Jun (Unaudited) (Unaudited) Income $ 50,575 $ 980 CGA 5029 Operating Expenses General and administrative 90,857 25,070 Payroll and related 134, ,599 Impairment of exploratory properties 268,033 - Mill and refining costs - 160,751 Professional fees 10,555 65,348 Exploration costs - - Total expenses 503, ,768 Net loss from operations (453,053) (446,817) Other expenses Loss on Sale of Assets $ (151,725) $ (151,725) Impairment of Goodwill $ (8,583,730) $ - Impairment of Property and Equipment $ (3,233,326) $ - Interest expense (129,894) 150,815 Total other expenses (12,098,675) (910) Net loss $ (12,551,729) $ (447,727) Less: Net loss attribrutable to non-controlling interest $ (26,522) $ (51,121) Net loss attribrutable to United Resource Holdings Group $ (12,525,207) $ (396,606) Loss per share-basic and diluted attributed to United Resource Holdings Group $ (0.01) $ (0.01) Weighted average shares outstanding - basic and diluted 138,193, ,562,855 9

10 UNITED RESOURCE HOLDINGS GROUP, INC. Consolidated Statement of Cash Flows (Unaudited) (Expressed in US Dollars) Year Ended June 30, OPERATING ACTIVITIES Net loss $ (12,551,729) $ (447,727) Adjustments to reconcile net loss to cash used in operating activities: Shares for services 162, ,000 Non cash interest expense - - Depreciation 3,233,326 - Loss on sale of equipment (151,725) 151,725 Impairment of exploratory properties 268,033 - Impairment of goodwill 8,583,730 - Changes in assets and liabilities 180,701 Supplies Inventory Accounts payable 416,637 92,723 Related party payable - - NET CASH USED BY OPERATING ACTIVITIES (39,247) 77,422 INVESTMENT ACTIVITIES Cash acquired in acquisition - - Acquisition of property and equipment (90,742) (645,775) CASH USED BY INVESTMENT ACTIVITIES (90,742) (645,775) FINANCING ACTIVITIES Proceeds from sale of common stock 53, Proceeds from notes payable 239, ,985 Repayment of notes payable (151,409) (2,000) Repayment of related party notes - CASH PROVIDED BY FINANCING ACTIVITIES 141, ,000 Net change in cash 11,762 94,647 Cash and cash equivalents, beginning of period - 21,226 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 11,762 $ 115,873 10

11 UNITED RESOURCE HOLDINGS GROUP, INC. (An Exploration Stage Enterprise) Consolidated Statement of Shareholders Equity (Unaudited) (Expressed in US Dollars) Common Stock Paid in Accumulated Total Shares Amount Capital Deficit Equity Balance, June 30, ,811,349 $ 117,811 $ 18,845,190 $ (979,584) $ 16,481,232 Common stock issued for debt payment July 2015 at $0.05 per share 6,000,000 6, , ,000 Common stock issued for contract work July 2015 at $0.10 per share 3,416,000 3, , ,600 Common stock issued for employment compensation July 2015 at $0.10 per share 6,617,000 6, , ,700 Common stock issued for cash compensation July 2015 at $0.10 per share 1,891,667 1, , ,167 Common stock issued for legal consutling September 2015 at $0.10 per share 300, ,700 30,000 Common stock issued for debt payment October 2015 at $.0498 per share 2,007,726 2,008 97, ,000 Common stock issued for consulting October 2015 at $.10 per share 100, ,900 10,000 Common stock issued for debt payment October 2015 at $.10 per share 50, ,950 5,000 Net Loss $ (12,551,729) (12,551,729) Balance, June 30, ,193,742 $ 138,193 $ 20,462,274 $ (13,531,313) $ 5,566,969 11

12 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Nature of Operations and Basis of Presentation United Resource Holdings Group, Inc. (an Exploration Stage Company); its wholly-owned subsidiary, Dun Glen Mining Corp. ( Dun Glen ); and its majority-owned subsidiary, United Milling and Refining Corp. ( United Milling ; formerly Noble Technologies Corp.); (collectively, the Company ) are incorporated in the State of Nevada. The Company s principal business activity is the acquisition, exploration, and development of precious metal-bearing properties in North America. The Company is considered to be an exploration stage company, and substantially all of its efforts are devoted to pursuing these types of opportunities in the mining sector. Basis of Presentation These unaudited consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles ( GAAP ) in the United States of America with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business, rather than through a process of forced liquidation. The financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. The accompanying balance sheet, statement of operations, and cash flows are for the years ended June 30, 2015 and 2016 and are consistent with the format of the audited financial statements of the years ending 2011 and 2012 as filed with the OTC Markets on February 26, These financial statements, taken as whole, have been prepared without audit; correspondingly no such report of our independent auditor is included. 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements consist of the parent, United Resource Holdings Group, Inc.; its wholly-owned subsidiaries Dun Glen and Pershing; and provisional amounts reflecting the acquisition of 87% United Milling and Refining Corp. (formerly Noble Technologies Corp.). All inter-company balances and transactions have been eliminated upon consolidation. Use of Estimates 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 12

13 assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments The fair values of the Company s financial instruments are presented in accordance with threetiered hierarchy as established by GAAP. The fair value of financial instruments is the amount at which the instruments could be exchanged in a current transaction between willing parties. The Company considers the carrying costs of current assets and liabilities approximate their fair values due to the short period of time between the origination of such instruments and their expected realization. Cash and Cash Equivalents Cash and cash equivalents include cash in banks and financial instruments which mature within three months of the date of purchase. For the periods presented, the Company did not hold any cash equivalents. Stock Based Compensation The Company has on occasion issued equity and equity linked instruments to employees and non-employees in lieu of cash for the receipt of goods and services and, in certain circumstances the settlement of short-term loan arrangements. The applicable GAAP establishes that sharebased payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. In these transactions, the Company issues unregistered and restricted equity instruments and determines the fair value of the unregistered and restricted shares issued with non-employees based on its principal and most active trading market, private placements and independent investors. Further, the company s quoted market price does not reflect the economic substance of the transactions, correspondingly, the quoted market price is not the most reliably measurable fair value. This determination was based upon the liquidity restrictions placed upon our unregistered restricted equity instruments. When unregistered common shares are issued for the settlement of short-term financing arrangements, the reacquisition price of the extinguished financing arrangement is determined by the value of the debt which is more clearly evident, and no additional inducement expense is recognized. In situations in which we issue unregistered restricted common shares in exchange for goods and services, and the value of the goods and services are not the most reliably measurable, we recognize the fair value of the unregistered restricted equity instruments based on the value of similar instruments issued in private placements in exchange for cash in the most recent transactions (a Level 2 input within the GAAP hierarchy). The Company has determined this methodology reflects the risk adjusted fair value of our unregistered restricted equity instruments using a commercially reasonable valuation technique. 13

14 Exploratory Property Costs The acquisition costs of exploratory properties are initially capitalized. Subsequent exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the unitsof-production method over the estimated life of the probable reserve. The Company assesses the carrying costs for impairment periodically, at least annually or when circumstances arise that may indicate the properties may be impaired. In the event the properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. Property, Plant and Equipment Property and equipment are recorded at historical cost. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straightline method for financial statement purposes. Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about future operating performance, and may differ from actual cash flows. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made. No impairment was recognized for the periods presented. Goodwill The Company tests goodwill for impairment at least annually. The Company assesses goodwill impairment risk by first performing a qualitative review of entity-specific, industry, market and general economic factors. If significant potential goodwill impairment risk exists, the Company applies a two-step quantitative test. The first step compares the estimated fair value with its carrying value. If the carrying value exceeds its fair value, the second step is applied to measure the difference between the carrying value and implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, the goodwill is considered impaired and reduced to its implied fair value. During 2015 the goodwill was considered impaired and the fair value has been adjusted accordingly. 14

15 Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Deferred tax items are reflected at the enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. Due to the uncertainty regarding the success of future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets. As of June 30, 2016, the Company did not have any amounts recorded pertaining to uncertain tax positions. The Company files federal income tax returns in the United States. The Company may be subject to reassessment of federal taxes for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. For U.S. income tax returns, the open taxation years range from 2012 to In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period. Recent Accounting Pronouncements There are no recently issued accounting pronouncements that the Company expects to have a material impact on the financial position, results of operations, or cash flows. Reclassifications Certain reclassifications have been made to the prior period financial statement presentation in order to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations, or cash flows. 3. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Since inception, the Company has had no operating revenues to offset its operating losses. The Company s ability to continue as a going concern is uncertain and is dependent upon obtaining additional financing or maintaining continued support from its shareholders and creditors. In the event that additional financial support is not received or operating profits are not generated, the carrying values of the Company s assets may be adversely affected. Current market conditions have made it increasingly difficult to raise additional capital at favorable terms. 15

16 If financing is acquired, the Company's ability to achieve and maintain profitability and positive cash flow is dependent upon its ability to establish a profitable mineral property and generate revenues from commercial production. There is no assurance that the Company will be able to establish an economical mineral property or that the Company will commence commercial production. These financials do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. 4. Business Acquisitions In regards to the subsidiary, United Milling and Refining Corporation, in 2015 the mill facility at 1280 Alexandria Court, McCarran, NV was initially subleased and then turned over to a private Nevada company. There is currently a purchase agreement in place between UMRC and the private company to purchase some of the equipment owned by UMRC. The remaining equipment is being stored in the Tahoe-Reno Industrial Park. Due to this change in operation and structure of UMRC, we are reviewing the carrying costs and appraised value of the remaining assets. 5. Convertible Debt The company currently has $1,460,000 of convertible notes on the books. Of that debt, $650,000 is convertible at a 20% discount from the past 30 days weighted average stock price. $150,000 is convertible at $.063/share and the remaining $660,000 is convertible at $.10/share. Additionally, there is one warrant outstanding for $50,000 with a conversion at $.10/share. Item 6 Business, Products and Services A) A description of the issuer s business operations are as follows: The issuer is a U.S. company focused on precious metals exploration and development with a special emphasis on mining properties with a history of production along with milling and refining operations. In addition, the business plan anticipates the potential acquisition or development of a wide variety of other vertical mining interests including base metal assets, strategic metal assets, mining equipment, and processing facilities. B) The original date and State of Incorporation for the issuer was September 27, 1951 in the state of Idaho, however the name was changed to United Resource Holdings Company, Inc. on January 12, 2007 with jurisdiction in the state of Nevada. C) The issuer s primary SIC Code is 1040 Gold and Silver Ores and the secondary SIC Code is 1090 Miscellaneous Metal Ores. 16

17 D) The issuer s fiscal year end date is December 31 of each year. E) The principal products or services and their markets are the pursuit and development of mining, refining and milling properties in the western United States that provide strategic positions for the issuer s vertically integrated companies in those industries. The final product is gold, silver and precious minerals, all of which have global demand. Item 7 Facilities: The issuer s wholly owned subsidiary, Dun Glen Mining Corp., leases both patented and unpatented land in Pershing County, Nevada near Dun Glen Canyon. This issuer has a placer mining facility in operation at this time. The lease is a twenty (20) year lease with a minimum payment of $3, per month. There are approximately 530 acres. The issuer s subsidiary, United Milling & Refining Corp. ( UMRC ), has equipment in the Tahoe-Reno Industrial Park, in Storey County, Nevada to be used for the refining and milling of mineral bearing ore. The company rents a storage yard to house the equipment for $1,000 per month. Item 8 Officers, Directors, and Control Persons A. Names of Officers, Directors and Control Persons Kenneth H. Barker, Jr. - President, Director Travis G. Capson Chief Financial Officer Dana M. Low Chief Operating Officer, Director Robert D. Quinn Director Aurum Ridge Trust Jon Edward Simplot More than a 5% shareholder More than a 5% shareholder B. Legal/Disciplinary History 1. None of the above have a conviction in a criminal proceeding or is named as a defendant in pending criminal proceeding 17

18 2. None of the above have any action that permanently or temporarily enjoined, barred, suspended or limited their involvement in any type of business, securities, commodities or banking activities. C. Beneficial Shareholders: The issuer has no beneficial shareholders with more than 10% of the outstanding shares of common stock. Item 9. Third Party Providers Legal Counsel: Michael K. Hair, Esq E. Ironside Court Scottsdale, AZ (480) (p) (480) (f) Todd S. Feinstein, Esq. (619) (p) Demetras & O Neill 230 East Liberty Street Reno, NV (775) (p) ( (f) jcd@demetras-oneill.com Auditor: Haynie & Company Certified Public Accountants 1785 West 2320 South Salt Lake City, UT (801) (p) (801) (f) info@hayniecpas.com 18

19 Item 10. Issuer Certification I, Kenneth H. Barker, Jr. and Travis G. Capson each certify that: 1. I have reviewed this Annual Disclosure Statement of United Resource Holdings Group, Inc.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. August 12, 2016 August 12, 2016 Kenneth H. Barker, Jr. Travis G Capson Kenneth H. Barker, Jr. Travis G. Capson President CFO 19