UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~(Mark One)~~

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

For the ~~quarterly period ended October 31, 2017~~Quarterly Period Ended November 30, 2022

~~[ ]~~ or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~transition period~~Transition Period from ~~_______to________~~_________ to _________

Commission file ~~number333-153035 Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item.~~number: 000-50612

~~INNOCAP,~~UNIQUE LOGISTICS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada

~~01–0721929~~

01-0721929

(State or other ~~jurisdiction~~ Jurisdiction

of ~~incorporation~~Incorporation or ~~organization)~~Organization)

(~~IRS~~I.R.S. Employer

Identification ~~Number)~~No.)

154-09 146^th Ave, Jamaica, NY		11434
(Address of Principal Executive Offices)		(Zip Code)

~~112 N. Walnut Street~~678-365-6004

~~PO Box 489~~

~~Jefferson, Texas 75657-0489~~

~~(Address of principal executive offices)~~

~~903-926-1287~~

(Registrant’s telephone ~~number)~~number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a ~~smaller~~small reporting ~~company filer, or an emerging growth~~ company. See ~~definition~~the definitions of “large accelerated filer,” “accelerated filer,” a “smaller reporting ~~company,”~~company” and “emerging growth company” in Rule 12b-2 of the Exchange ~~Act (Check one):~~Act.

Large accelerated filer	☐	Accelerated ~~Filer~~ filer	~~[ ]~~	~~Accelerated Filer~~	~~[ ]~~ ☐
~~Non-Accelerated Filer~~	~~[ ]~~	~~Smaller Reporting Company~~	~~[X]~~
Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging ~~Growth Company~~ growth company	~~[ ]~~		☐

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 7(a)(2)(B) of the ~~Exchange Act. [ ]~~Securities Act: ☐

~~Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]~~

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ~~[ ]~~ ☐ No ~~[X]~~ ☒

~~At December 6, 2017, the number~~As of January 17, 2023, there were 799,141,770 shares of the ~~Registrant’s~~registrant’s common stock ~~outstanding was 140,075,000.~~outstanding.

~~INNOCAP,~~

UNIQUE LOGISTICS INTERNATIONAL, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2022

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION		F-1

ITEM 1.	Financial Statements	F-1

	Condensed Consolidated Balance Sheets as of November 30, 2022 (unaudited) and May 31, 2022	F-1

	Condensed Consolidated Statements of Operations for the Three and Six Months ended November 30, 2022 and 2021 (unaudited)	F-2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months ended November 30, 2022 and 2021 (unaudited)	F-3

	Condensed Consolidated Statements of Cash Flows for the Six Months ended November 30, 2022 and 2021 (unaudited)	F-4

	Notes to Condensed Consolidated Financial Statements (unaudited)	F-5

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	10

ITEM 4.	Controls and Procedures	10

PART II. OTHER INFORMATION		11

ITEM 1.	Legal Proceedings	11

ITEM 1A.	Risk Factors	11

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11

ITEM 3.	Defaults Upon Senior Securities	11

ITEM 4.	Mine Safety Disclosures	11

ITEM 5.	Other Information	11

ITEM 6.	Exhibits	12

SIGNATURES		13

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UNIQUE LOGISTICS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	November 30, 2022		May 31, 2022
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	1,244,044	$	1,422,393
Accounts receivable, net		51,348,532		74,746,036
Contract assets		13,804,866		30,970,581
Other prepaid expenses and current assets		2,260,969		1,404,021
Total current assets		68,658,411		108,543,031

Property and equipment, net		223,757		188,889

Long-term assets:
Goodwill		4,463,129		4,463,129
Intangible assets, net		6,984,131		7,337,704
Operating lease right-of-use assets, net		10,579,787		2,408,098
Deferred tax asset, net		987,648		942,748
Deposits		1,596,926		1,028,336
Total long-term assets		24,611,621		16,180,015
Total assets	$	93,493,789	$	124,911,935

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	30,955,523	$	49,028,862
Accrued expenses and other current liabilities		4,898,633		5,666,159
Accrued freight		1,195,946		9,240,650
Contract Liabilities		-		468,209
Revolving credit facility		20,691,815		38,141,451
Current portion of notes payable, net of discount		304,167		608,333
Current portion of long-term debt due to related parties		349,631		301,308
Current portion of operating lease liability		1,796,663		912,618
Total current liabilities		60,192,378		104,367,590

Long-term liabilities		141,330		282,666
Long-term-debt due to related parties, net of current portion		150,655		397,968
Derivative liabilities		11,693,338		12,437,994
Operating lease liability, net of current portion		8,891,206		1,593,873
Total long-term liabilities		20,876,529		14,712,501

Total liabilities		81,068,907		119,080,091

Commitments and contingencies		-		-

Stockholders’ Equity:
Preferred Stock, $0.001 par value: 5,000,000 shares authorized
Series A Convertible Preferred stock, $0.001 par value; 120,065 and 130,000, issued and outstanding as of November 30, 2022 and May 31, 2022, respectively. Liquidation preference $120 on November 30, 2022.		120		130
Series B Convertible Preferred stock, $0.001 par value; 820,800 shares issued and outstanding as of November 30, 2022 and May 31, 2022. Liquidation preference $821 on November 30, 2022.		821		821
Series C Convertible Preferred stock, $0.001 par value; 195 shares, issued and outstanding as of November 30, 2022 and May 31, 2022		-		-
Series D Convertible Preferred stock, $0.001 par value; 180 and 187, issued and outstanding as of November 30, 2022 and May 31, 2022, respectively.		-		-
Preferred stock, value		-		-
Common stock $0.001 par value; 800,000,000 shares authorized. 799,141,770 and 687,196,478 common shares issued and outstanding as of November 30, 2022 and May 31, 2022, respectively		799,142		687,197

Additional paid-in capital		180,220		292,155
Retained earnings		11,444,579		4,851,541
Total Stockholders’ Equity		12,424,882		5,831,844
Total Liabilities and Stockholders’ Equity	$	93,493,789	$	124,911,935

~~INDEX~~

~~PART I~~

~~ITEM 1~~	~~FINANCIAL STATEMENTS~~	4

~~ITEM 2~~	~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~	9

~~ITEM 3~~	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~	11

~~ITEM 4~~	~~CONTROLS AND PROCEDURES~~	12

~~PART II~~

~~ITEM I~~	~~LEGAL PROCEEDINGS~~	13

~~ITEM 1A~~	~~RISK FACTORS~~	13

~~ITEM 2~~	~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~	19

~~ITEM 3~~	~~DEFAULTS UPON SENIOR SECURITIES~~	19

~~ITEM 4~~	~~MINE SAFETY DISCLOSURES~~	19

~~ITEM 5~~	~~OTHER INFORMATION~~	19

~~ITEM 6~~	~~EXHIBITS~~	19

~~PART I~~

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management's beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading “Management's Discussion and Analysis of Financial Condition or Plan of Operation.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company's future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

~~INNOCAP, INC.~~

~~Balance Sheets~~

~~(Unaudited)~~

October 31, 2017

January 31, 2017

ASSETS

CURRENT ASSETS:

Cash
$
4,198

$
22,662

TOTAL ASSETS
$
4,198

$
22,662

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:

Accrued liabilities
$
24,518

$
30,018
Accrued liabilities – related party

66,234

15,234
Advances on exploration financing

255,000

210,000

Total Liabilities

345,752

255,252

STOCKHOLDERS’ DEFICIT:

Preferred stock at $0.001 par value; 1,000,000 shares authorized, 1,000,000 issued and outstanding

1,000

1,000
Common stock at $0.001 par value; 199,000,000 shares authorized; 140,075,000 and 130,825,000 shares issued and outstanding, respectively

140,075

130,825
Additional paid-in capital

521,505

475,255
Accumulated deficit

(1,004,134)

(839,670)
Total Stockholders’ Deficit

(341,554)

(232,590)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
$
4,198

$
22,662

See accompanying notes to these unaudited financial statements.

~~INNOCAP, INC.~~

~~Statements of Operations~~

~~(Unaudited)~~

For the Three Months
Ended October 31,

For the Nine Months
Ended October 31,

2017

2016

2017

2016

Revenue
$
-
$
-
$
-
$
-

General and administrative expenses

91,541

50,478

164,464

144,934

Loss on settlement of payables

-

-

-

12,600
Net loss
$
(91,541)
$
(50,478)
$
(164,464)
$
(157,534)

Net loss per common share – basic and diluted
$
(0.00)
$
(0.00)
$
(0.00)
$
(0.00)
Weighted average number of common shares outstanding – basic and diluted

138,366,000

124,825,000

133,366,000

122,726,460

See ~~accompanying~~ notes to ~~these unaudited~~accompanying condensed consolidated financial statements.

~~INNOCAP, INC.~~

~~Statements of Cash Flows~~

~~(Unaudited)~~

F-1

For the Nine
Months
Ended
October 31, 2017

For the Nine
Months
Ended
October 31, 2016
Operating Activities:

Net loss
$
(164,464)

$
(157,534)
Adjustment to reconcile net loss to net cash used in operating activities:

Share-based compensation

55,500

10,400
Loss on settlement of payables

-

12,600
Changes in operating liabilities:

Accrued liabilities

(5,500)

5,650
Accrued liabilities – related party

51,000

36,850
Net Cash Used in Operating Activities

(63,464)

(92,034)

Financing Activities:

Proceeds from exploration advances

45,000

80,000
Net Cash Provided by Financing Activities

45,000

80,000

Decrease In Cash

(18,464)

(12,034)

Cash at beginning of period

22,662

23,081
Cash at end of period
$
4,198

$
11,047

Supplemental Cash Flows Information:

Cash Paid For:

Interest
$
-

$
-
Income taxes
$
-

$
-

Non-cash Investing and Financing Activities:

Shares issued to settle accrued liabilities – related party
$
-

$
39,000
Shares issued to settle accrued liabilities
$
-

$
15,600
Cashless exercise of options
$
9,250

$
-

See accompanying notes to these unaudited financial statements.

~~INNOCAP, INC.~~

~~Notes~~

UNIQUE LOGISTICS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATION

(Unaudited)

	For the Three Months Ended November 30, 2022			For the Three Months Ended November 30, 2021			For the Six Months Ended November 30, 2022			For the Six Months Ended November 30, 2021
Revenues:
Airfreight services	$	21,581,667		$	275,070,204		$	51,515,704		$	327,232,845
Ocean freight and ocean services		47,930,347			115,421,970			136,185,077			238,722,728
Contract logistics		975,711			1,211,056			1,744,425			1,933,720
Customs brokerage and other services		18,349,508			13,727,459			35,900,899			27,313,256
Total revenues		88,837,233			405,430,689			225,346,105			595,202,549

Costs and operating expenses:
Airfreight services		19,950,949			269,019,226			47,500,790			320,645,001
Ocean freight and ocean services		41,145,915			107,173,955			123,083,775			223,761,697
Contract logistics		318,089			679,426			630,981			1,069,826
Customs brokerage and other services		16,731,183			12,393,603			33,375,926			25,318,695
Salaries and related costs		3,675,597			2,817,938			6,959,979			5,569,318
Professional fees		411,421			184,459			1,174,725			478,326
Rent and occupancy		613,572			489,770			1,142,682			969,979
Selling and promotion		461,578			2,659,490			562,432			3,692,618
Depreciation and amortization		201,966			194,875			402,640			388,672
Other		336,814			1,154,945			669,761			1,423,067
Total costs and operating expenses		83,847,084			396,767,687			215,503,691			583,317,199

Income from operations		4,990,149			8,663,002			9,842,414			11,858,350

Other income (expenses)
Interest expense		(972,300	)		(1,881,201	)		(2,329,985	)		(3,198,480	)
Amortization of debt discount		-			(391,035	)		-			(776,515	)
Gain on forgiveness of promissory note		-			-			-			358,236
Change in fair value of derivative liabilities		125,708			-			744,656			-
Gain on extinguishment of convertible note		-			-			-			780,050
Total other income (expenses)		(846,592	)		(2,272,236	)		(1,585,329	)		(2,836,709	)

Net income before income taxes		4,143,557			6,390,766			8,257,085			9,048,641

Income tax expense		871,860			1,902,541			1,664,047			2,537,000

Net income	$	3,271,697		$	4,488,225		$	6,593,038		$	6,511,641

Net income available for common shareholders per common share
– basic	$	-		$	-		$	0.01		$	-
– diluted	$	-		$	-		$	-		$	-

Weighted average common shares outstanding
– basic		799,141,770			1,764,049,961			771,683,232			1,687,489,133
– diluted		9,677,967,424			10,899,465,407			9,650,508,886			10,822,904,579

See notes to ~~the Financial Statements~~accompanying condensed consolidated financial statements.

~~(Unaudited)~~

~~NOTE 1 – ORGANIZATION~~

F-2

~~Innocap, Inc. (the “Company”) was incorporated under~~

UNIQUE LOGISTICS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

For the ~~laws of~~Three and Six Months Ended November 30, 2022

	Shares			Amount			Shares		Amount		Shares		Amount		Shares			Amount		Shares		Amount		Capital			Earnings		Total
	Series A						Series B				Series C				Series D									Additional
	Preferred Stock						Preferred Stock				Preferred Stock				Preferred Stock					Common Stock				Paid In			Retained
	Shares			Amount			Shares		Amount		Shares		Amount		Shares			Amount		Shares		Amount		Capital			Earnings		Total
Balance, June 1, 2022		130,000		$	130			820,800	$	821		195	$	-		187		$	-		687,196,478	$	687,197	$	292,155		$	4,851,541	$	5,831,844

Conversion of Preferred A to Common Stock		(9,935	)	$	(10	)		-	$	-		-	$	-		-		$	-		67,963,732	$	67,964	$	(67,954	)		-		-

Conversion of Preferred D to Common Stock					-					-				-		(7	)		-		43,981,560	$	43,981	$	(43,981	)		-	$	-

Net income																											$	3,321,341	$	3,321,341

Balance, August 31, 2022		120,065		$	120			820,800	$	821		195	$	-		180		$	-		799,141,770	$	799,142	$	180,220		$	8,172,882	$	9,153,185

Net income					-					-				-					-				-		-		$	3,271,697	$	3,271,697

Balance, November 30, 2022		120,065		$	120			820,800	$	821		195	$	-		180		$	-		799,141,770	$	799,142	$	180,220		$	11,444,579	$	12,424,882

For the ~~State of Nevada on January 23, 2004. In May 2011, the Company~~Three and ~~its principal shareholders entered into agreements with its current President who provided the Company with a new business plan of finding and assisting in the salvaging of sunken ships.~~Six Months Ended November 30, 2021

	Shares		Amount		Shares			Amount			Shares		Amount		Capital			Earnings		Total
	Series A				Series B										Additional
	Preferred Stock				Preferred Stock						Common Stock				Paid-in			Retained
	Shares		Amount		Shares			Amount			Shares		Amount		Capital			Earnings		Total
Balance, June 1, 2021		130,000	$	130		840,000		$	840			393,742,663	$	393,743	$	4,906,384		$	1,316,987	$	6,618,084

Conversion of Preferred B to Common Stock		-		-		(19,200	)		(19	)		125,692,224		125,692		(125,673	)		-		-

Issuance of Common Stock for the conversion of notes and accrued interest		-		-		-			-			83,811,872		83,812		66,746			-		150,558

Net income		-		-		-			-			-		-		-			2,023,416		2,023,416

Balance, August 31, 2021		130,000	$	130		820,800		$	821			603,246,759	$	603,247	$	4,847,457		$	3,340,403	$	8,792,058

Issuance of Common Stock for the conversion of notes and accrued interest		-		-		-			-			52,534,319		52,534		41,838			-		94,372

Net income		-		-		-			-			-		-		-			4,488,225		4,488,225

Balance, November 30, 2021		130,000	$	130		820,800		$	821			655,781,078	$	655,782	$	4,889,295		$	7,828,628	$	13,374,656

See notes to accompanying condensed consolidated financial statements.

F-3

~~NOTE 2 –~~

UNIQUE LOGISTICS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended November 30, 2022			For the Six Months Ended November 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	6,593,038		$	6,511,641
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		402,640			388,672
Amortization of debt discount		-			776,515
Amortization of right of use assets		719,517			710,140
Gain on forgiveness of promissory note		-			(358,236	)
Gain on extinguishment of notes payable		-			(780,050	)
Change in deferred tax asset, net		(44,900	)		(304,000	)
Change in fair value of derivative liabilities		(744,656	)		-
Bad debt expense		-			850,000
Accretion of consulting agreement		(141,336	)		(141,336	)
Changes in operating assets and liabilities:
Accounts receivable		23,397,504			(123,057,802	)
Contract assets		17,165,715			(26,580,945	)
Factoring reserve		-			7,593,665
Other prepaid expenses and other current assets		(856,948	)		(219,321	)
Deposits and other assets		(568,590	)		(20,000	)
Accounts payable		(18,073,339	)		36,893,108
Accrued expenses and other current liabilities		(767,526	)		8,764,328
Accrued freight		(8,044,704	)		38,934,277
Contract liabilities		(468,209	)		20,331,879
Operating lease liability		(709,828	)		(699,094	)
Net Cash Provided by (Used In) Operating Activities		17,858,377			(30,406,559	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(83,934	)		(43,727	)
Net Cash Used in Investing Activities		(83,934	)		(43,727	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		-			2,000,000
Repayments of notes payable		(304,166	)		(579,165	)
Repayments of long-term debt due to related parties		(198,990	)		(215,656	)
Borrowings (repayments) line of credit, net		(17,449,636	)		29,833,248
Net Cash (Used in) Provided by Financing Activities		(17,952,792	)		31,038,427

Net change in cash and cash equivalents		(178,349	)		588,141

Cash and cash equivalents - Beginning of period		1,422,393			252,615
Cash and cash equivalents - End of period	$	1,244,044		$	840,756

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes	$	1,415,758		$	422,836
Interest	$	2,184,260		$	601,377
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Operating lease asset and liability additions	$	8,891,206		$	-
Conversion of Preferred Stock Series A preferred to common	$	67,954		$	-
Conversion of Preferred Stock Series B preferred to common	$	-		$	125,673
Conversion of Preferred Stock Series D preferred to common	$	43,981		$	-
Issuance of Common Stock for the conversion of notes and accrued interest	$	-		$	193,306

See notes to accompanying condensed consolidated financial statements.

F-4

UNIQUE LOGISTICS INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2022

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Basis~~Nature of ~~Presentation~~Business

Unique Logistics International, Inc. (the “Company” or “Unique”) is a global logistics and freight forwarding company. The Company currently operates via its wholly owned subsidiaries, Unique Logistics International (NYC), LLC, a Delaware limited liability company (“UL NYC”) and Unique Logistics International (BOS) Inc, a Massachusetts corporation (“UL BOS”) and (collectively the “UL US Entities”). The Company provides a range of international logistics services that enable its customers to outsource sections of their supply chain process. This range of services can be categorized as follows:

	●	Air Freight

	●	Ocean Freight

	●	Customs Brokerage and Compliance

	●	Warehousing and Distribution

	●	Order Management

Liquidity

The accompanying condensed consolidated financial statements ~~of the Company~~ have been prepared ~~in accordance with generally accepted accounting principles~~on a going concern basis. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the ~~United States and are expressed in US dollars. The Company’s fiscal year-end~~aggregate, indicate that it is ~~January 31.~~

~~Interim Financial Statements~~

~~The accompanying unaudited interim~~probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued.

As of November 30, 2022, the Company reported working capital of approximately $8.5 million compared with $4.2 million working capital as of May 31, 2022. The Company has adequate cash availability through the TBK Facility.

Since its inception, the Company has experienced significant business growth. To fund such growth, operating capital was initially provided by third party investors through the sale of Convertible Notes which were subsequently exchanged into convertible securities. Preferred shares are more beneficial to the Company because they do not require cash repayments. Due to the antidilution provision embedded in certain of the convertible securities, these provisions resulted in an embedded derivative and the Company recorded a long-term liability. As of the quarter ended November 30, 2022, and the year ended May 31, 2022, this liability was $11.7 million and $12.4 million, respectively. This liability is recorded as a long-term liability due to its future settlement in common stock on the balance sheet and is being adjusted to market on each of the subsequent reporting periods.

To fund the pending acquisitions, as discussed in Note 6: Commitments and Contingencies, on December 18, 2022, the Company has entered into a commitment from a lender for a senior secured financing facility that will provide the necessary debt capital to execute the acquisitions.

F-5

While we continue to execute our strategic plan, management is focused on managing cash and monitoring our liquidity position. We have implemented a number of initiatives to conserve our liquidity position including activities such as increasing credit facilities, when needed, reducing cost of debt, controlling general and administrative expenditures and improving collection processes. Many of the aspects of the plan involve management’s judgments and estimates that include factors that could be beyond our control and actual results could differ from our estimates. These and other factors could cause the strategic plan to be unsuccessful which could have a material adverse effect on our operating results, financial condition, and liquidity. Use of operating cash is an indicator that there could be a going concern issue, but based on our evaluation of the Company’s projected cash flows and business performance as of and subsequent to the balance sheet date, management has concluded that the Company’s current cash and cash availability under the TBK Facility as of November 30, 2022, would be sufficient to fund its planned operations for at least one year from the date these consolidated financial statements are issued.

COVID-19

Covid-19 remains a threat and certain countries, such as China, are still subject to restrictions related to Covid-19. While the threat level has declined to a significant extent in the USA and globally, any resurgence could have a material adverse effect on our business operations, results of operations, cash flows and financial position.

Basis of Presentation

The condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The unaudited interim financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the ~~rules~~results of its operations for the ~~Securities and Exchange Commission ("SEC"), and~~periods presented. This report should be read in conjunction with the ~~audited~~Company’s consolidated financial statements and notes thereto ~~contained~~included in the ~~Company's January 31, 2017 report filed with the SEC on~~Company’s Form ~~10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations~~10-K for the ~~interim periods presented have been reflected herein.~~year ended May 31, 2022. The ~~results of operations for interim periods are not necessarily indicative~~Company assumes that the users of the ~~results~~interim financial information herein have read or have access to ~~be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in~~ the audited financial statements for the ~~most recent~~preceding fiscal year ~~end, January~~and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The condensed consolidated balance sheet on May 31, ~~2017,~~2022 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of the Company and its majority owned subsidiaries stated in U.S. dollars, the Company’s functional currency. All intercompany transactions and balances have been ~~omitted.~~eliminated in the consolidated financial statements.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.

Significant estimates inherent in the preparation of the consolidated financial statements include determinations of the useful lives and expected future cash flows of long-lived assets, including intangibles, valuation of assets and liabilities acquired in business combinations, and estimates and assumptions in valuation of debt and equity instruments, including derivative liabilities. In addition, the Company makes significant judgments to recognize revenue – see policy note “Revenue Recognition” below.

F-6

~~Cash and Cash Equivalents~~

Fair Value Measurement

The Company ~~considers all highly liquid instruments with maturity~~follows the authoritative guidance that establishes a formal framework for measuring fair values of ~~three months~~assets and liabilities in the consolidated financial statements that are already required by generally accepted accounting principles to be measured at fair value. The guidance defines fair value as the price that would be received to sell an asset or ~~less~~paid to transfer a liability in an orderly transaction between market participants at the ~~time~~measurement date (exit price). The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from the perspective of ~~issuance~~the market participant that holds the asset or owes the liability.

The Company utilizes market data or assumptions that market participants who are independent, knowledgeable, and willing and able to ~~be cash equivalents.~~

~~Basic~~transact would use in pricing the asset or liability, including assumptions about risk and ~~Diluted Loss Per Common Share~~

~~Basic net loss per share is computed by dividing net loss by~~ the ~~weighted average number of shares of common stock outstanding during~~risks inherent in the ~~period after giving retroactive effect~~inputs to the ~~reverse~~valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company attempts to utilize valuation techniques that maximize the use of observable inputs and ~~forward splits. Diluted~~minimize the use of unobservable inputs.

The Company is able to classify fair value balances based on the observability of those inputs. The guidance establishes a formal fair value hierarchy based on the inputs used to measure fair value. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to level 3 measurements, and accordingly, Level 1 measurement should be used whenever possible.

The hierarchy is broken down into three levels based on the reliability of inputs as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities or published net ~~loss per share is computed by dividing~~asset value for alternative investments with characteristics similar to a mutual fund.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Unobservable inputs for the asset or liability.

The methods used may produce a fair value calculation that may not be indicative of net ~~loss by~~realizable value or reflective of future fair values. Furthermore, while management believes its valuation methods are appropriate, the ~~weighted average number~~fair value of ~~shares of common stock and potentially outstanding shares of common stock during each period.~~certain financial instruments could result in a difference fair value measurement at the reporting date. There were no ~~potentially dilutive shares outstanding~~changes in the Company’s valuation methodologies from the prior year.

For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts for financial assets and liabilities such as cash and cash equivalents, accounts receivable - trade, contract assets, factoring reserve, other prepaid expenses and current assets, accounts payable – trade and other current liabilities, including contract liabilities, convertible notes, promissory notes, all approximate fair value due to their short-term nature as of ~~October~~November 30, 2022 and May 31, ~~2017 and January 31, 2017.~~2022. The carrying amount of the long-term debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company. Lease liabilities approximate fair value based on the incremental borrowing rate used to discount future cash flows. The Company had Level 3 liabilities (See Derivative liabilities note) as of November 30, 2022. On November 30, 2021, Level 3 derivative liability balances were insignificant. There were ~~1,000,000 shares of convertible preferred shares outstanding at both periods~~no transfers between levels during the reporting period.

Accounts Receivable

Accounts receivable from revenue transactions are based on invoiced prices which ~~are not considered dilutive because~~ the Company ~~incurred operating losses during each fiscal year.~~

~~Subsequent Events~~

The Company has evaluated all transactions from October 31, 2017 through the financial statement issuance date for subsequent event disclosure consideration and has determined that there were no reportable events that occurred during that subsequent periodexpects to ~~be disclosed or recorded except as disclosed in Note 6.~~

~~Recently Issued Accounting Standards~~

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~INNOCAP, INC.~~

~~Notes to the Financial Statements~~

~~(Unaudited)~~

~~NOTE 3 – GOING CONCERN~~

~~The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in~~collect. In the normal course of ~~business. At October 31, 2017,~~business, the Company ~~had~~extends credit to customers that satisfy pre-defined credit criteria. The Company generally does not require collateral to support customer receivables. Accounts receivable, as shown on the consolidated balance sheets, is net of allowances when applicable. An allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the date of the consolidated financial statements, assessments of collectability based on an ~~accumulated deficit~~evaluation of ~~$1,004,134~~historic and ~~has not yet generated revenues~~anticipated trends, the financial condition of the Company’s customers, and an evaluation of the impact of economic conditions. The maximum accounting loss from ~~its operations. These factors, among others, indicate that~~ the ~~Company's continuation~~credit risk associated with accounts receivable is the amount of the receivable recorded, net of allowance for doubtful accounts. As of November 30, 2022 and May 31, 2022, the Company recorded an allowance for doubtful accounts of approximately $2.7 million.

F-7

Concentrations

Three major customers represented approximately 21.0% of all accounts receivable as of November 30, 2022 and no single customer represented more than 10.0% of total accounts receivable. Revenue from these three major customers as a ~~going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing. The financial statements do not include any adjustments related to~~percentage of the ~~recoverability~~Company’s total revenue was 20.0% and ~~classification~~21.0% for the three and six months ended November 30, 2022, respectively, and no single customer represented more than 10.0% of ~~recorded asset amounts or~~total revenue.

Three major customers represented approximately 21.0% of all accounts receivable as of May 31, 2022 and no single customer represented more than 10.0% of total accounts receivable. Same three customers accounted for 72.0% and 56% of total revenue for the ~~amounts~~three and ~~classification of liabilities that might be necessary should~~six months ended November 30, 2021 with only customer A at 54% and 40% respectively, and customers B and C were less than 10.0% each for the ~~Company be unable to continue in existence.~~three and six months ended November 30, 2021.

The Company intends to continue seeking revenue producing projects and financing through the business contacts of its new officers. No assurances can be given as to the likelihood of it obtaining any revenue producing projects.Derivative Liability

~~NOTE 4 – EXPLORATION FINANCING~~

On ~~August 17, 2015,~~December 10, 2021, the Company entered into an agreement with Charles E. Hill and Associates (“Investor”) under which the Investor agreed to finance in several stages of an exploration to find the Flor de la Mar, a Portuguese ship that sank in 1511 with a rumored large cargo of treasures. The first stage of financing will be up to $500,000.~~Undertaking this project is contingent on finalizing an~~amended securities exchange agreement with the ~~Government~~holders of ~~Indonesia,~~convertible notes to exchange all Convertible Notes of the ~~negotiations~~Company into shares of the Convertible Preferred Stock Series C and D.

The Company has identified and recorded derivative instruments arising from an anti-dilution provision in the Company’s Series A, C and D Preferred Stock. An embedded derivative liability is representing the rights of holders of Convertible Preferred Stock Series A, C and D to receive additional common stock of the Company upon issuance of any additional common stock by the Company prior to qualified financing event as defined in the agreement. Each reporting period, the embedded derivative liability, if material, would be adjusted to reflect fair value at each period end with changes in fair value recorded in the “Change in fair value of embedded derivative liability” financial statement line item of the company’s statements of operations. During the three months ended November 30, 2022, the Company recorded a change in fair value of $0.7 million in the condensed consolidated statements of operations.

SCHEDULE OF DERIVATIVE LIABILITIES

	Level 1		Level 2		Level 3
Derivative liabilities as June 1, 2022	$	-	$	-	$	12,437,994
Addition		-		-		-
Change in fair value		-		-		744,656
Derivative liabilities as November 30, 2022	$	-	$	-	$	11,693,338

F-8

The underlying value of the anti-dilution provision is calculated from estimating the probability and value of the provision assuming a near term financing event. For the period ended May 31, 2022, the model used estimates the potential that the company completes a capital raise prior to the expiration of the anti-dilution feature and determines the value of the anti-dilution feature given these assumptions. The model required the use of certain assumptions. These assumptions include probability a raise is completed, probability certain anti-dilution features are extended, estimated raise amount, term to a raise, and an appropriate risk-free interest rate. For the period ended November 30, 2022, due to changes in the way antidilutive shares of Convertible Preferred Series A, C and D would be exchanged in the near future for common stock, and the fact that the antidilution provision of these shares was extended through March 31, 2023, the assumptions were changed to include probability of the financing event, estimated value of common stock at the exchange point and estimated time to financing event.

The key inputs into the model were as follows:

SCHEDULE OF FAIR VALUE ASSUMPTION

	November 30, 2022			May 31, 2022
Risk-free interest rate		4.4	%		1.6	%
Probability of financing event or capital raise		90.0	%		50	%
Debt Securities, measurement inputs
Estimated capital raise		-		$	39.0 million
Estimated value of common stock	$	10.00 per share			-
Estimated time to financing event		0.25 years			0.5 years

Revenue Recognition

The Company adopted ASC 606, Revenue from Contracts with Customers. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to receive in exchange for services. The Company recognizes revenue upon meeting each performance obligation based on the allocated amount of the total consideration of the contract to each specific performance obligation.

To determine revenue recognition, the Company applies the following five steps:

	1.	Identify the contract(s) with a customer;

	2.	Identify the performance obligations in the contract;

	3.	Determine the transaction price;

	4.	Allocate the transaction price to the performance obligations in the contract; and

	5.	Recognize revenue as or when the performance obligation is satisfied.

Revenue is recognized as follows:

	i.	Freight income - export sales

		Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis thru the sail or departure from origin port. The Company is the principal in these transactions and recognizes revenue on a gross basis.

	ii.	Freight income - import sales

		Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis thru the delivery to the customer’s designated location. The Company is the principal in these transactions and recognizes revenue on a gross basis.

	iii.	Customs brokerage and other service income

		Customs brokerage and other service income from the provision of other services are recognized at the point in time the performance obligation is met.

F-9

The Company’s business practices require, for accurate and meaningful disclosure, that it recognizes revenue over time. The “over time” policy is the period from point of origin to arrival of the shipment at US Port of entry (or in the case when the customer requires delivery to a designated point, the arrival at that delivery point). This over time policy requires the Company to make significant judgements to recognize revenue over the estimated duration of time from port of origin to arrival at port of entry. The point in the process when the Company meets its obligation in the port of entry and the subsequent transfer of the goods to the customer is when the customer has the obligation to pay, has taken physical possession, has legal title, risk and awards (ownership) and has accepted the goods. The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company’s contracts with its customers have an expected duration of one year or less.

The Company uses independent contractors and third-party carriers in the performance of its transportation services. The Company evaluates who controls the transportation services to determine whether its performance obligation is to transfer services to the customer or to arrange for services to be provided by another party. The Company determined it acts as the principal for its transportation services performance obligation since it is in control of establishing the prices for the specified services, managing all aspects of the shipments process and assuming the risk of loss for delivery and collection.

Revenue billed prior to realization is recorded as contract liabilities on the consolidated balance sheets and contract costs incurred prior to revenue recognition are recorded as contract assets on the consolidated balance sheets.

Contract Assets

Contract assets represent amounts for which ~~are underway. The Investor~~the Company has the right to consideration for the services provided while a shipment is ~~an entity controlled by a minority shareholder~~still in-transit but for which it has not yet completed the performance obligation and has not yet invoiced the customer. Upon completion of the ~~Company.~~performance obligations, which can vary in duration based upon the method of transport and billing the customer, these amounts become classified within accounts receivable.

Contract Liabilities

Contract liabilities represent the amount of obligation to transfer goods or services to a customer for which consideration has been received.

F-10

~~As of October 31, 2017,~~

Significant Changes in Contract Asset and Contract Liability Balances for the ~~Investor had provided aggregate advances of $255,000 under this Agreement, including $45,000 during the nine~~six months ended ~~October 31, 2017. Under~~November 30, 2022:

SCHEDULE OF CHANGES IN CONTRACT ASSET AND CONTRACT LIABILITY

	Contract Assets Increase (Decrease)			Contract Liabilities (Increase) Decrease

Reclassification of the beginning contract liabilities to revenue, as the result of performance obligation satisfied	$	-		$	468,209
Cash Received in advance and not recognized as revenue		-			-
Reclassification of the beginning contract assets to receivables, as the result of rights to consideration becoming unconditional		(38,422,917	)		-
Contract assets recognized		21,257,202			-
Net Change	$	(17,165,715	)	$	468,209

There were no changes in contract assets or liabilities as of November 30, 2021.

Disaggregation of Revenue from Contracts with Customers

The following table disaggregates gross revenue from our clients (for the ~~terms~~most part US based) by significant geographic area for the three and six months ended November 30, 2022 and 2021, based on origin of shipment (imports) or destination of shipment (exports):

SCHEDULE OF DISAGGREGATION OF REVENUE

	For the Three Months Ended November 30, 2022		For the Three Months Ended November 30, 2021
China, Hong Kong & Taiwan	$	42,491,614	$	125,312,137
Southeast Asia		21,132,687		164,883,397
United States		11,277,753		16,212,165
India Sub-continent		10,519,966		78,801,261
Other		3,415,213		20,221,729
Total revenue	$	88,837,233	$	405,430,689

	For the Six Months Ended		For the Six Months Ended
	November 30, 2022		November 30, 2021
China, Hong Kong & Taiwan	$	106,549,769	$	203,417,446
Southeast Asia		63,114,120		240,260,018
United States		21,677,175		23,204,268
India Sub-continent		29,316,674		99,449,575
Other		4,688,367		28,871,242
Total revenue	$	225,346,105	$	595,202,549

F-11

Segment Reporting

Based on the Agreement, the Company will provide the Investor with periodic budgets and documentation of expenses relating to the project. If anything is recovered from the project, the Company’s share will be split evenly with the Investor after expenses are reimbursed. If a contract with Indonesia is executed, it is likely that the contract will specifyguidance provided by ASC Topic 280, Segment Reporting, management has determined that the Company currently operates in one geographical segment and consists of a single reporting unit given the similarities in economic characteristics between its operations and the common nature of its products, services and customers.

Earnings per Share

The Company adopted ASC 260, Earnings per share, guidance from the inception. Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. Basic EPS is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding, including warrants exercisable for less than a penny, (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the consolidated statements of operations) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share.

SCHEDULE OF EARNING PER SHARE

	November 30, 2022		November 30, 2021
	For the Three Months Ended
	November 30, 2022		November 30, 2021
Numerator:
Net income attributable to common stockholders	$	3,271,697	$	4,488,225
Effect of dilutive securities:				391,035

Diluted net income	$	3,271,697	$	4,879,260

Denominator:
Weighted average common shares outstanding – basic		799,141,770		1,764,049,961

Dilutive securities:
Series A Preferred		1,168,177,320		1,316,157,000
Series B Preferred		5,373,342,576		5,499,034,800
Series C Preferred		1,206,351,359		-
Series D Preferred		1,130,954,399		-
Convertible notes		-		2,320,223,646
Warrants		-		-

Weighted average common shares outstanding and assumed conversion – diluted		9,677,967,424		10,899,465,407

Basic net income per common share	$	0.00	$	0.00

Diluted net income per common share	$	0.00	$	0.00

F-12

	November 30, 2022		November 30, 2021
	For the Six Months Ended
	November 30, 2022		November 30, 2021
Numerator:
Net income attributable to common stockholders	$	6,593,038	$	6,511,641
Effect of dilutive securities:		-		776,515

Diluted net income	$	6,593,038	$	7,288,156

Denominator:
Weighted average common shares outstanding – basic		771,683,232		1,687,489,133

Dilutive securities:
Series A Preferred		1,168,177,320		1,316,157,000
Series B Preferred		5,373,342,576		5,499,034,800
Series C Preferred		1,206,351,359		-
Series D Preferred		1,130,954,399		-
Convertible notes		-		2,320,223,646
Warrants		-		-

Weighted average common shares outstanding and assumed conversion – diluted		9,650,508,886		10,822,904,579

Basic net income per common share	$	0.01	$	0.00

Diluted net income per common share	$	0.00	$	0.00

Leases

The Company recognizes a right of use (“ROU”) asset and liability in the consolidated balance sheet primarily related to its operating leases of office space, warehouse space and equipment. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. All ROU assets and lease liabilities are recognized at the commencement date at the present value of lease payments over the lease term. ROU assets are adjusted for lease incentives and initial direct costs. The lease term includes renewal options exercisable at the Company’s sole discretion when the Company is reasonably certain to exercise that option. As the Company’s leases generally do not have an implicit rate, the Company uses an estimated incremental borrowing rate based on borrowing rates available to them at the commencement date to determine the present value. Certain of our leases include variable payments, which may vary based upon changes in facts or circumstances after the start of the lease. The Company excludes variable payments from ROU assets and lease liabilities to the extent not considered fixed, and instead expenses variable payments as incurred. Lease expense is recognized on a straight-line basis over the lease term and is included in rent and occupancy expenses in the consolidated statements of operations.

F-13

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt — “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. ASU 2020-06 is effective for public business entities, other than smaller reporting companies as defined by the SEC starting January 1, 2022. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements.

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation.

2. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following on November 30, 2022, and May 31, 2022:

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

	November 30, 2022		May 31, 2022

Accrued salaries and related expenses	$	926,245	$	625,000
Accrued sales and marketing expense		1,052,455		2,383,500
Accrued professional fees		1,900,000		1,350,170
Accrued income tax		856,890		559,544
Accrued overdraft liabilities		160,376		681,058
Other accrued expenses and current liabilities		2,667		66,887
Accrued expenses and other current liabilities	$	4,898,633	$	5,666,159

3. FINANCING ARRANGEMENTS

Financing arrangements on the consolidated balance sheets consists of :

SCHEDULE OF FINANCING ARRANGEMENT

	November 30, 2022		May 31, 2022

Revolving Credit Facility	$	20,691,815	$	38,141,451
Notes payable		304,167		608,333
Long term, notes payable	$	20,995,982	$	38,749,784

Revolving Credit Facility

On June 1, 2021, the Company entered a Revolving Purchase, Loan and Security Agreement (the “TBK Agreement”) with TBK BANK, SSB, a Texas State Savings Bank (“TBK”), for a facility under which TBK will, ~~have~~from time to ~~split~~time, buy approved receivables from the ~~proceeds~~Company. This line was subject to periodic increases and on April 14, 2022, the parties entered into a Fourth Amendment to temporarily increase the credit facility availability from $47.5 million to $57.5 million through October 31, 2022. The line of credit facility returned to $47.5 million as of November 30, 2022 and is scheduled to mature on May 31, 2023.

F-14

Notes Payable

On May 29, 2020, as part of the acquisition of UL ATL the Company entered into a $1,825,000 note payable with a former shareholder. The loan bears a zero percent interest rate and has a maturity of three years, or May 29, 2023. The agreement calls for six semi-annual payments of $304,167, for which the first payment was due on November 29, 2020.

4. RELATED PARTY TRANSACTIONS

The Company has the following debt due to related parties:

SCHEDULE OF RELATED PARTY TRANSACTIONS

	November 30, 2022			May 31, 2022

Due to Frangipani Trade Services ⁽¹⁾	$	451,964		$	602,618
Due to employee ⁽²⁾		15,000			30,000
Due to employee ⁽³⁾		33,322			66,658
Due to related parties, gross		500,286			699,276
Less: current portion		(349,631	)		(301,308	)
Long term, due to related parties	$	150,655		$	397,968

	(1)	Due to Frangipani Trade Services (“FTS”), an entity owned by the Company’s CEO, is due on demand and is non-interest bearing. The principal amount of this Promissory Note bears no interest; provided that any amount due under this Note which is not paid when due shall bear interest at an interest rate equal to six percent (6%) per annum. The principal amount is due and payable in six payments of $150,655 the first payment was due on November 30, 2021, with each succeeding payment to be made six months after the preceding payment.
	(2)	On May 29, 2020, the Company entered into a $90,000 payable with an employee for the acquisition of UL BOS common stock from a previous owner. The payment terms consist of thirty-six monthly non-interest-bearing payments of $2,500 from the date of closing.
	(3)	On May 29, 2020, the Company entered into a $200,000 payable with an employee for the acquisition of UL BOS common stock from a previous owner. The payment terms consist of thirty-six monthly non-interest-bearing payments of $5,556 from the date of closing.

Consulting Agreements

Unique entered into a Consulting Services Agreement on May 29, 2020, for a term of three years with Great Eagle Freight Limited (“Great Eagle” or “GEFD”), a Hong Kong Company (the “Consulting Services Agreement”) where the Company pays $500,000 per year until the expiration of the agreement on May 28, 2023. The fair value of the services was determined to be less than the cash payments and the difference was recorded as Other Long Term Liabilities line item on the condensed consolidated balance sheets and amortized over the life of the agreement. The unamortized balances were $141,330 and $282,666 as of November 30, 2022, and May 31, 2022, respectively.

F-15

Accounts Receivable and Payable

Transactions with related parties account for $1.1 million and $13.1 million of accounts receivable and accounts payable as of November 30, 2022, respectively compared to $3.0 million and $15.2 million of accounts receivable and accounts payable as of May 31, 2022.

Revenue and Expenses

Revenue from related party transactions is for export services from related parties or for delivery at place imports nominated by such related parties. For the three months ended November 30, 2022 and 2021 these transactions represented approximately $ 1.2 million and $0.3 million, respectively. For the six months ended November 30, 2022 and 2021, these transactions represented $1.9 million and $0.8 million, respectively.

Direct costs are services billed to the Company by related parties for shipping activities. For the three months ended November 30, 2022 and 2021 these transactions represented approximately $13.1 million and $29.3 million. For the six months ended November 30, 2022 and 2021, these transactions represented $39.0 million and $101.2 million, respectively.

5. STOCKHOLDERS’ EQUITY

Common Stock

The Company is authorized to issue 800,000,000 shares of stock, a par value of $0.001 per share.

During the three months ended November 30, 2022 there was no common stock issuances.

Preferred Shares

The Company authorized to issue 5,000,000 shares of preferred stock, $0.001 par value per share.

Series A Convertible Preferred

The holders of Series A Preferred. subject to the rights of holders of shares of the Company’s Series B Preferred which shares will be pari passu with Series B Preferred in terms of liquidation preference and dividend rights and are subject to an anti-dilution provision, making the holders subject to an adjustment necessary to maintain their agreed upon fully diluted ownership percentage.

In the event of any ~~recovery with Indonesia.~~liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the stockholders of record of shares of Series A Preferred shall be entitled to receive, at their option, immediately prior and in preference to any distribution to the holders of the Company’s common stock, $0.001 par value per share and other junior securities, a liquidation preference equal to the Stated Value per share.

IfDuring the six months ended November 30, 2022, a ~~contract is not reached with Indonesia,~~shareholder converted 9,935 shares of Series A Convertible Preferred Stock into 67,963,732 shares of the ~~advances~~Company’s common stock.

Series B Convertible Preferred

The holders of Series B Preferred, subject to the rights of holders of shares of the Company’s Series A Preferred Stock which shares will be ~~applied~~pari passu with the Series B Preferred in terms of liquidation preference and dividend rights, shall be entitled to receive, at their option, immediately prior an in preference to any ~~other contract that is executed by~~distribution to the ~~Company.~~holders of the Company’s common stock.

~~NOTE 5 – NON STATUTORY STOCK OPTION PLAN~~

In ~~July 2017,~~the event of any liquidation, dissolution or winding up of the Company, ~~established~~either voluntary or involuntary, the stockholders of record of shares of Series B Preferred shall be entitled to receive, at their option, immediately prior and in preference to any distribution to the holders of the Company’s common stock, $0.001 par value per share and other junior securities, a ~~Non Statutory~~liquidation preference equal to the stated value per share.

Series C & D Convertible Preferred

The holders of the Preferred Stock ~~Option Plan~~shall be entitled to receive, upon liquidation, dissolution or winding up of the Company, the amount of cash, securities or other property to which ~~provides for~~such holder would be entitled to receive with respect to such shares of Preferred Stock if such shares had been converted to common stock immediately prior to such liquidation.

During the ~~issuance~~six months ended November 30, 2022, a shareholder converted 7 shares of ~~up to 15,000,000~~Series D Convertible Preferred Stock into 43,981,560 shares of the Company’s common stock. ~~The plan expires on July 25, 2027.~~During the six months ended November 30, 2021 there were no conversions of Series C and D Preferred Shares.

F-16

~~In August 2017,~~

6. COMMITMENTS AND CONTINGENCIES

Pending acquisitions

On April 28, 2022, Unique Logistics International, Inc. (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”), by and between the Company ~~granted options~~and Unique Logistics Holdings Limited, a Hong Kong corporation (the “Seller”), whereby the Company acquired from the Seller all of Seller’s share capital (the “Purchased Shares”) in nine (9) of Seller’s subsidiaries (collectively the “Subsidiaries”) as listed in Schedule I of the Purchase Agreement. As consideration for ~~9,250,000 shares under~~ the ~~plan~~Purchased Shares, the Company agreed to ~~an employee, consultants,~~(i) pay the Seller $21,000,000 (the “Cash Consideration”); and ~~advisors for services, including 4,000,000~~(ii) issue to the Seller a $1,000,000 promissory note (the “Note” and, together with the Cash Consideration, the “Purchase Price”). The Purchase Price is subject to certain adjustments set forth in the Purchase Agreement.

The transactions contemplated by the Purchase Agreement shall be contingent upon and subject to successful Financing and shell be completed prior to February 15, 2023. If the Company is unable to obtain the Financing, the Company may provide written notice to Seller stating that the Company has been unable to obtain the Financing and notify Seller that the Company has elected to either (i) waive the condition of the Financing, in which event the Purchase Agreement will continue as if the Financing had been obtained or (ii) terminate the Purchase Agreement.

Litigation

From time to time, the Company may become involved in litigation relating to claims arising in the ordinary course of the business. There are no claims or actions pending or threatened against the Company that, if adversely determined, would in the Company’s ~~President.~~ management’s judgment have a material adverse effect on the Company.

Leases

The ~~shares had~~Company leases office space, warehouse facilities and equipment under non-cancellable lease agreements expiring on various dates through October 2028. Office leases contain provisions for future rent increases. The Company adopted ASC 842 from inception, requiring the Company to recognize an ~~exercise price of $0.006,~~asset and liability on the consolidated balance sheets for lease arrangements with terms longer than 12 months. The Company has elected the practical expedient to not apply the recognition requirement to leases with a term of ~~10 years, and vested immediately.~~less than one year (short term leases). The ~~aggregate fair value~~Company uses its incremental borrowing rate to discount lease payments to present value. The incremental borrowing rate is based on the estimated interest rate the Company could obtain for borrowing over a similar term of the lease at commencement date. Rental escalations, renewal options and termination options, when applicable, have been factored into the Company’s determination of lease payments when appropriate. The Company does not separate lease and non-lease components of contracts. Variable payments related to pass-through costs for maintenance, taxes and insurance or adjustments based on an index such as Consumer Price Index are not included in the measurement of the lease liability or asset and are expensed as incurred.

The components of lease expense were as follows:

SCHEDULE OF COMPONENTS OF LEASE EXPENSE

	For the Three Months Ended		For the Three Months Ended
	November 30, 2022		November 30, 2021
Operating lease	$	328,217	$	430,483
Interest on lease liabilities		101,413		34,948
Total net lease cost	$	429,630	$	465,431

F-17

	For the Six Months Ended		For the Six Months Ended
	November 30, 2022		November 30, 2021
Operating lease	$	815,034	$	792,684
Interest on lease liabilities		160,513		87,332
Total net lease cost	$	975,547	$	880,016

Supplemental balance sheet information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION

	November 30, 2022		May 31, 2022

Operating leases:
Operating lease ROU assets – net	$	10,579,787	$	2,408,098

Current operating lease liabilities, included in current liabilities		1,796,663		912,618
Noncurrent operating lease liabilities, included in long-term liabilities		8,891,206		1,593,873
Total operating lease liabilities	$	10,687,869	$	2,506,491

The operating lease right of use asset and corresponding lease liabilities were significantly impacted during the six month ended November 30, 2022, by a renewal of a warehouse lease located in in Santa Fe Springs, CA with a term of 5 years and the addition of new office warehouse lease in Lawrence, NY and an office in Garden City, NY with terms of 5 years and 3 years, respectively. The discount rate used to account for new leases was approximately 10.0 %. The Company assessed the renewal options as a part of the adoption of ASC 842, if the renewal options were determined to be reasonably assured/certain at inception they would be appropriately captured within the future minimum lease payment schedule within the footnote of the Company’s financial statement and included in the ROU Asset and ROU liability upon transition.

Supplemental cash flow and other information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES

	For Three Months			For Three Months
	Ended			Ended
	November 30, 2022			November 30, 2021

ROU assets obtained in exchange for lease liabilities:
Operating leases	$	8,533,906		$	-
Weighted average remaining lease term (in years):
Operating leases		4.0			3.9
Weighted average discount rate:
Operating leases		9.0	%		4.3	%

	For Six Months			For Six Months
	Ended			Ended
	November 30, 2022			November 30, 2021

ROU assets obtained in exchange for lease liabilities:
Operating leases	$	8,817,803		$	-
Weighted average remaining lease term (in years):
Operating leases		4.9			3.9
Weighted average discount rate:
Operating leases		9.0	%		4.3	%

As of November 30, 2022, future minimum lease payments under noncancelable operating leases are as follows:

SCHEDULE OF MINIMUM LEASE PAYMENTS

For the Twelve Months Ending November 30,
2023	$	2,679,795
2024		2,724,369
2025		2,663,290
2026		2,527,983
2027		2,575,994
Thereafter		180,789
Total lease payments		13,348,739
Less: imputed interest		(2,664,351	)
Total lease obligations	$	10,687,869

F-18

7. INCOME TAX PROVISION

The income tax provision consists of the following:

SCHEDULE OF INCOME TAX EXPENSE


	For the Three Month Ended November 30, 2022			For the Three Month Ended November 30, 2021
Federal provision (benefit)
Current	$	767,010		$	1,931,000
Deferred		(70,634	)		(325,027	)
State and Local provision (benefit)
Current		198,010			351,000
Deferred		(22,526	)		(54,432	)
Total provision	$	871,860		$	1,902,541


	For the Six Month Ended November 30, 2022			For the Six Month ended November 30, 2021
Federal provision (benefit)
Current	$	1,329,597		$	2,388,000
Deferred		(52,959	)		(259,579	)
State and Local provision (benefit)
Current		403,480			453,000
Deferred		(16,071	)		(44,421	)
Total provision	$	1,664,047		$	2,537,000

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. For the three or six months ended November 30, 2022 and 2021, there was no valuation allowance necessary.

The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest” in the statement of operations. Penalties would be recognized as a component of “General and administrative.”

No interest or penalties on unpaid tax were recorded during the three months ended November 30, 2022 and no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year.

The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following:

SCHEDULE OF DEFERRED TAX ASSETS (LIABILITIES)

Deferred Tax Assets	November 30, 2022			May 31, 2022
Allowance for doubtful accounts	$	693,684		$	733,139
Consulting contract liability		217,871			230,263
Lease liability		2,502,494			659,460
Other		427,519			238,006
Total deferred tax assets		3,841,567			1,860,868
Valuation allowance		-			-
Deferred tax asset, net of valuation allowance	$	3,841,567		$	1,860,868

Deferred Tax Liabilities
Operating lease right-of-use assets	$	(2,496,850	)	$	(631,173	)
Goodwill and intangibles		(321,344	)		(256,533	)
Fixed assets		(35,726	)		(30,414	)
Net deferred tax asset (liability)	$	987,648		$	942,748

F-19

The expected tax expense (benefit) based on the ~~date of grant, using the Black-Scholes model, was $55,500. Variables used in the Black-Scholes option-pricing model for the options issued included: (1) a discount~~statutory rate ~~of 1.77%, (2) expected term of five years, (3) expected volatility of 270%, and (4) zero expected dividends.~~is reconciled with actual tax expense benefit as follows:

SCHEDULE OF EXPECTED TAX EXPENSE (BENEFIT)

~~During~~

	For the Six Months Ended November 30, 2022			For the Six Months Ended November 30, 2021
US Federal statutory rate		21.0	%		21.0	%
State income tax, net of federal benefit		3.5	%		4.0	%
FDII deduction		(4.0	)%		(3.0	)%
Other permanent differences, net		(0.5	)%		6.0	%
Income tax provision		20.0	%		28.0	%

8. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the ~~three and nine months ended~~date the ~~October 31, 2017,~~consolidated financial statements were available to be issued. Based on this evaluation, the Company ~~recognized option stock-based compensation expense of $55,500.~~has identified no reportable subsequent events other than those disclosed elsewhere in these consolidated financial statements.

~~During the three and nine months ended the October 31, 2017, the Company issued 9,250,000 shares of common stock in connection with exercise of 9,250,000 options on a cashless basis.~~

~~NOTE 6 – SUBSEQUENT EVENTS~~

On ~~November 21, 2017~~December 18, 2022, the Company entered into an ~~agreement to assist~~Agreement and Plan of Merger by and among Edify Acquisition Corp., a ~~company in Singapore to recover~~Delaware corporation (“Edify”), Edify Merger Sub, Inc., a ~~large shipment~~Nevada corporation, and a wholly owned subsidiary of ~~tin from~~Edify (“Merger Sub”), a ~~sunken ship that~~Special Purpose Acquisition Corp., and the Company. The Merger Agreement and the transactions contemplated thereby (the “Transactions”) were approved by the board of directors of each of the Company, Edify, and Merger Sub. The proposed Merger is ~~believed~~expected to be inconsummated after receipt of the ~~waters between Indonesia~~required approvals from the stockholders of Edify and ~~Malaysia. The same investor who provided the funds described in Note 4, provided the $200,000 needed by~~ the Company ~~to participate in this contract.~~and the satisfaction of certain conditions.

F-20

~~The parties of the agreement have also agreed to use a portion of the proceeds equal to $600,000 to recover another cargo believed to have sunk off the coast of the Philippines.~~

~~No assurances can be given that the sunken ship will be found and, if found, will have the amount of recoverable tin that the parties to the contract are seeking.~~

ITEM 2. ~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF ~~OPERATION~~OPERATIONS

Note Regarding Forward-Looking Statements

~~Certain matters discussed in this interim report~~This Quarterly Report on Form 10-Q ~~are forward-looking statements. Such~~includes a number of forward-looking statements ~~contained in this annual report involve risks and uncertainties, including statements as to:~~

~~our future operating results,~~

~~our business prospects,~~

~~our contractual arrangements and relationships with third parties,~~

within the ~~dependence~~meaning of ~~our future success on the general economy and its impact on the industries in which we may be involved,~~

~~the adequacy of our cash resources and working capital, and~~

~~other factors identified in our filings with the SEC, press releases and other public communications.~~

~~These forward-looking statements can generally be identified as such because the context~~Section 27A of the statement will include words such as “we,” “believe," “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

The following discussion and analysis provides information which management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report.

This management's discussion and analysis or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company for the quarter ended October 31, 2017. Because of its nature of a development stage company, the reported results will not necessarily reflect the future.

~~Operations~~

~~We were incorporated in Nevada on January 23, 2004.~~

In May 2011, the Company entered into agreements with its new President who brought the Company a new business plan of finding and salvaging sunken ships. Our new President, Paul Tidwell, devotes fulltime to implementing the new business plan. He has extensive experience in finding and salvaging sunken ships. Some of his activities have been filmed and shown on networks like the History Channel and Discovery Channel. To accomplish this new business plan, the Company will have to raise substantial debt or equity capital or conduct projects jointly with other parties who provide project funding since each project is likely to require several million dollars. Each project will require a surface vessel and crew, small submarine, salvage equipment and sophisticated cameras and filming equipment.

The Company is currently actively considering several projects that have been extensively researched by its President. Several trips, including to Indonesia, Malaysia and the Philippines, have been taken. Negotiations have been underway with companies based in Florida, Canada and Sweden. A contract has been signed with an Indonesian company. That company is now negotiating a contract with the appropriate Indonesian government departments. If fully executed, the Company would need to obtain financing to carry out its obligations. There is no certainty that such financing could be obtained. The negotiations with the companies in Florida, Canada and Sweden relate to attempts to combine their resources with the Company’s knowledge. No assurances can be given regarding the likelihood of these negotiations culminating in executed contracts.

~~The projects being discussed include:~~

~~A program to salvage a Japanese submarine sunk during World War ll.~~

~~The right to assist in the sale or auction the existing Indonesian Government Inventory of Porcelain.~~

The right to undertake an exploration to find the Flor de la Mar, a Portuguese ship that sank in 1511 with a rumored large cargo of treasures. Undertaking this project is contingent on finalizing an agreement with the Government of Indonesia, the negotiations for which are underway. The Investor that would finance this project is an entity controlled by a minority shareholder of the Company.

~~The right to participate in the salvage of the contents of the Flor de la Mar.~~

~~The right to sell or auction all or a portion of the contents salvaged from the Flor de la Mar.~~

~~A program to salvage/recover shipwreck artifacts at various sites throughout Panay Island, Philippines.~~

The contract/project discussions are being undertaken with a variety of people and entities, including Government officials outside the United States. Before any contract can be completed, the parties have to negotiate how the proceeds of any salvaged assets would be distributed. The likely outcome of these projects and discussions cannot be predicted at this time.

On November 21, 2017 the Company entered into an agreement to assist a company in Singapore to recover a large shipment of tin from a sunken ship that is believed to be in the waters between Indonesia and Malaysia. The same investor that agree to fund the Flor de la Mar project if contracts are signed, provided the $200,000 needed by the Company to participate in this contract. The parties of the agreement have also agreed to use a portion of the proceeds equal to $600,000 to recover another cargo believed to have sunk off the coast of the Philippines.

~~There is no way of predicting whether or when any of the projects being negotiated or pursued by Innocap will be completed and, if completed, the level of profits, if any.~~

Innocap has limited financial resources and has an accumulated deficit at October 31, 2017. No assurances can be given that we will generate sufficient revenue or obtain any financing that may be necessary in order to continue as a going concern.

The Company started accruing compensation of $25,000 per quarter for its President during the quarter ended July 31, 2014. All other expenses incurred during the quarter ended October 31, 2017 consist of costs, including travel expenses, incurred by Mr. Tidwell to negotiate potential contracts, rent, consulting fees, administrative costs and professional fees.

~~Other~~

~~As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below.~~

~~Results of Operations~~

~~Revenue~~

~~We have not had any revenues from operations as of October 31, 2017.~~

~~Operating Expenses~~

Operating expenses for the three months ended October 31, 2017 and 2016 were $91,541 and $50,478, respectively, and represent general and administrative expenses primarily for compensation to its President,~~costs of foreign trips to negotiate potential contracts and professional fees.~~

Operating expenses for the nine months ended October 31, 2017 and 2016 were $164,464 and $157,534, respectively, and represent general and administrative expenses primarily for compensation to its President a costs of foreign trips to negotiate potential contracts and professional fees.

~~Net Loss~~

~~Net loss for the three months ended October 31, 2017 and 2016 was $91,541 and $50,478, respectively.~~

~~Net loss for the nine months ended October 31, 2017 and 2016 were $164,464 and $157,534, respectively.~~

~~Liquidity~~

In May 2011, the Company and principal shareholders entered into agreements with its new president who implemented a new business plan of finding and salvaging sunken ships. Our President, Paul Tidwell, has extensive experience in finding and salvaging sunken ships. Some of his activities have been filmed and shown on networks like the History Channel and Discovery Channel. To accomplish our business plan, the Company will have to raise substantial debt or equity capital since each project is likely to require several million dollars. Each project will require a surface vessel and crew, small submarine, salvage equipment and sophisticated cameras and filming equipment. Initially, the Company will seek funds from the business contacts of its new officers. There are no assurances that the Company will be successful in obtaining the necessary financing and, if obtained, what the terms will be. The Company is currently seeking sources of debt and equity financing but cannot predict the likelihood of success.

~~We are currently subject to the reporting requirements of the Exchange~~Securities Act of ~~1934~~1933, as amended (the “Securities Act”), and ~~will continue to incur ongoing expenses associated with professional fees for accounting, legal and a host~~Section 21E of other expenses for annual reports and proxy statements if required. We estimate that these costs may range up to $50,000 per year for the next few years and will be higher if our business volume and activity increases. These obligations will reduce our ability and resources to fund other aspects of our business. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling obligations and compensating independent contractors who provide services for us, although there can be no assurances that we will be successful in any of those efforts. We will reduce any compensation paid to management if there is insufficient cash generated from operations to satisfy these costs.

In August 2015, the Company entered into an agreement with Charles E. Hill and Associates (“Investor”) under which the Investor agreed to finance an exploration to find the Flor de la Mar, a Portuguese ship that sank in 1511 with a rumored large cargo of treasures. Undertaking this project is contingent on finalizing an agreement with the Government of Indonesia. The Investor is an entity controlled by a minority shareholder of the Company.

As of October 31, 2017, the Investor had provided aggregate advances of $255,000 under this Agreement, including $45,000 during the nine months ended October 31, 2017. Under the terms of the Agreement, the Company will provide the Investor with periodic budgets and documentation of expenses relating to the project. If anything is recovered from the project, the Company’s share will be split evenly with the Investor after expenses are reimbursed. If a contract with Indonesia is executed, it is likely that the contract will specify that the Company will have to split the proceeds of any recovery with Indonesia. If a contract is not reached with Indonesia, the Advance will be applied to any other contract that is executed by us.

In November 2017, the Investor also provided $200,000 to enable the Company to enter into an agreement with a company located in Singapore to recover a sunken ship which is believed to have a large cargo of tin. This project will start in December 2017. No assurances can be given that the sunken ship will be found and, if found, will have the amount of recoverable tin that the parties to the contract are seeking.

~~Recent Accounting Pronouncements~~

~~Off-Balance Sheet Arrangements~~

We have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item.~~

~~ITEM 4. CONTROLS AND PROCEDURES~~

~~Management’s Report on Internal Controls over Disclosure Controls and Procedures and Financial Reporting~~

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reportingis 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 and to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that reflect management’s current views with respect to future events and financial performance. These statements are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report. The forward-looking statements made in this report are based only on events or information as of the date on which the statements are made in this report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents we refer to in this report and have filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. These risks include, by way of example and without limitation:

	●	The company provides services to customers engaged in international commerce. Everything that affects international trade has the potential to expand or contract our primary market and adversely impact our operating results.

	●	We depend on operators of aircrafts, ships, trucks, ports and airports.

	●	We derive a significant portion of our total revenues and net revenues from our largest customers.

	●	Due to our dependence on a limited number of customers, we are subject to a concentration of credit risk.

	●	Our earnings may be affected by seasonal changes in the transportation industry.

	●	Our business is affected by ever increasing regulations from a number of sources in the United States and in foreign locations in which we operate.

	●	As a multinational corporation, we are subject to formal or informal investigations from governmental authorities or others in the countries in which we do business.

	●	The global economy and capital and credit markets continue to experience uncertainty and volatility.

	●	Our business is subject to significant seasonal fluctuations driven by market demands and each quarter is affected by seasonal trends.

	●	Our revenue and direct costs are subject to significant fluctuations depending on supply and demand for freight capacity.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or performance. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission (“SEC”). We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.

As used in this Quarterly Report on Form 10-Q and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our” refer to Unique Logistics International, Inc. and our wholly subsidiaries, Unique Logistics International (BOS) Inc, a Massachusetts corporation (“UL BOS”) and Unique Logistics International (NYC) LLC, a Delaware limited liability company (“UL NYC”).”). Unless otherwise specified, all dollar amounts are expressed in United States dollars.

Business Overview

The Company provides a range of international logistics services that enable its customers to outsource to the Company sections of their supply chain process. The services provided by the Company are seamlessly managed by its network of trained employees and integrated information systems. We enable our customers to share data regarding their international vendors and purchase orders with us, execute the flow of goods and information under their operating instructions, provide visibility to the flow of goods from factory to distribution center or store and when required, update their inventory records.

Our range of services can be categorized as follows:

	●	Air Freight services
	●	Ocean Freight services
	●	Customs Brokerage and Compliance services
	●	Warehousing and Distribution services
	●	Order Management

Market and Business Trends

The current fiscal year 2023 that commenced June 1, 2022 can be considered the Company’s first fiscal year in the post Covid period. The impact of Covid in the previous two fiscal years resulted in an initial drop in shipping volumes and then the post Covid surge in shipping volumes including all related logistics challenges.

As we report the current quarter and six months ended November 30, 2022, it is pertinent to compare our business base and the emerging trends with the equivalent periods from 2019 before Covid impacted the logistics industry. The equivalent period in 2019 was prior to the acquisitions in May 2020 and the comparisons are based on the aggregation of the three operating companies prior to the acquisition in May 2020. The Company’s 25 largest customers based on revenue during the period ended November 30, 2022, include 12 customers that were added after the acquisition in May 2020. In addition, the Company still retains 23 of the customers that were in the top 25 in 2019. Thus, the Company, today, has a significantly expanded customer base besides substantially retaining virtually all its legacy customers.

In terms of volume, the Company’s top 25 customers, today, ship more containers (94%) and more air freight weight (15%) compared with the top 25 customers in 2019. An identifiable trend in the market in the current period, versus 2019, is a significant shift in shipping from air to ocean. The Company expects air freight volumes to increase in the course of 2023.

Overall, the Company is well positioned to grow its business in the post Covid era as it continues to build its customer base, increases profitability, and makes strategic plans for organic growth and through the targeted acquisitions. We are expanding our sales organization, locking in procurement strategies and receiving positive feedback from our existing customers regarding their future shipping needs.

Results of Operations for the Three Months ended November 30, 2022, and 2021

Revenue

For the three months ended November 30, 2022 and 2021, the Company’s reported revenue by product line as follows:

	For the Three Months Ended November 30, 2022		For the Three Months Ended November 30, 2021		$ change			% change

Revenues
Air Freight	$	21,581,667	$	275,070,204		(253,488,537	)		(92	)%
Ocean Freight		47,930,347		115,421,970		(67,491,623	)		(58	)%
Contract logistics		975,711		1,211,056		(235,345	)		(19	)%
Customs brokerage and other services		18,349,508		13,727,459		4,622,049			34	%
Total revenues	$	88,837,233	$	405,430,689		(316,593,456	)		(78	)%

Total revenue declined by 78% driven by a slowdown in shipping and pricing decline in both air and sea. Air freight revenue declined 92% compared with the same period last year due to 85% lower shipped volume and 40% lower sell rates. Ocean freight revenue declined 58% compared with the same period last year due to 46% lower shipped volume and 23% lower sell rates. The Company continues to invest in its sales and marketing strategy to increase market share, while seeking opportunities for strategic acquisitions to grow our business.

Product costs and Operating Expenses

Product costs and operating expenses in total were $83.8 million for the three months ended November 30, 2022, compared with $396.8 million for the three months ended November 30, 2021. Reduction of 79% in the total product costs and operating expenses was primarily attributable to reduction in shipping volumes in our air and ocean product divisions. Air freight cost was lower by 93% and Ocean freight was lower by 63% when compared with the same period last year. Further reduction in operating expenses was due to reduction in sales commissions by 83% which was partially offset by 30% increases in salaries and benefits due to higher professional staff count and 123% increase in professional fees related to pending acquisitions.

Other Income (Expenses)

Other expenses comprised of interest expense, gain on forgiveness of promissory notes, amortization of debt discount and gain on extinguishment of convertible debt and change in fair value of derivative liabilities.

During the three months ended November 30, 2022 and 2021, interest expense and bank fees totaled approximately $0.9 million and $1.9 million, respectively. This reduction is primarily due to reduced amount of borrowing on the operating line of credit due to lower shipping volume and decline in buy rates. During the same period, the Company also recorded approximately $0.1 million gain in fair value of derivative liabilities associated with the antidilution provision imbedded in Series A, C and D Preferred Stocks. None was recorded during the three-month ended November 30, 2021.

Net Income

Net income was approximately $3.3 million for the three months ended November 30, 2022, compared to a net income of approximately $4.5 million for the three months ended November 30, 2021.

Results of Operations for the Six Months ended November 30, 2022, and 2021

Revenue

For the six months ended November 30, 2022 and 2021 the Company reported revenue by product line as follows:

	For the Six Months Ended November 30, 2022		For the Six Months Ended November 30, 2021		$ change			% change

Revenues
Air Freight	$	51,515,704	$	327,232,845		(275,717,141	)		(84	)%
Ocean Freight		136,185,077		238,722,728		(102,537,651	)		(43	)%
Contract logistics		1,744,425		1,933,720		(189,295	)		(10	)%
Customs brokerage and other services		35,900,899		27,313,256		8,587,643			31	%
Total revenues	$	225,346,105	$	595,202,549		(369,856,444	)		(62	)%

Total revenue declined by 62% driven by a slowdown in shipping and pricing decline in both air and sea. Air freight revenue declined 84% compared with the same period last year due to 79% lower shipped volume and 11% lower sell rates. Ocean freight revenue declined 43% compared with the same period last year due to 47% lower shipped volume with approximately unchanged sell rates. The Company continues to invest in its sales and marketing strategy to increase market share, while seeking opportunities for strategic acquisitions to grow our business.

Costs and Operating Expenses

Product costs and operating expenses were $215.5 million for the Six months ended November 30, 2022, compared with $583.3 million for the Six months ended November 30, 2021. Reduction of 63% in the total product costs and operating expenses was primarily attributable to reduction in shipping volumes in our air and ocean product divisions. Air freight cost was lower by 85% and Ocean freight was lower by 45% when compared with the same period last year. Further reduction in operating expenses was due to reduction in sales commissions by 85% which was partially offset by 25% increases in salaries and benefits due to higher professional staff count and 146% increase in professional fees related to pending acquisitions.

Other Income (Expense)

During the six months ended November 30, 2022 and 2021, interest expense and bank fees totaled approximately $2.3 million and $3.2 million, respectively. This reduction is primarily due to reduced amount of borrowing on the operating line of credit due to lower shipping volume and decline in buy rates during the period ended November 30, 2022. During the same period, the Company also recorded approximately $0.7 million gain in fair value of derivative liabilities associated with the antidilution provision imbedded in Series A, C and D Preferred Stocks.

For the period ended November 30, 2021, there was no adjustments recorded in the value of a derivative liability, and the Company recorded approximately $0.8 million amortization of debt discount related to the convertible notes outstanding at that time and approximately $0.8 million gain on extinguishment of debt related to the same notes. In addition, during the six months ended November 30, 2021, the Company was granted forgiveness of the Paycheck Protection Program loans under the CARES Act, (the “PPP Loan”) and recorded a gain on forgiveness of approximately $358,000.

Net Income

Net income was approximately $6.6 million for the six months ended November 30, 2022, compared to a net income of approximately $6.5 million for the six months ended November 30, 2021.

Adjusted EBITDA

We define adjusted EBITDA to be earnings before interest, taxes, depreciation and amortization, factoring fees, other income, net, stock-based compensation and expenses, merger and acquisition costs, restructuring, transition and acquisitions expense, net, goodwill impairment and certain other items.

Adjusted EBITDA is not a measurement of financial performance under GAAP and may not be comparable to other similarly titled measures of other companies. We present adjusted EBITDA because we believe that adjusted EBITDA is a useful supplement to net income from operations as an indicator of operating performance. We use adjusted EBITDA as a financial metric to measure the financial performance of the business because management believes it provides additional information with respect to the performance of its fundamental business activities. For this reason, we believe adjusted EBITDA will also be useful to others, including our stockholders, as a valuable financial metric.

We believe that adjusted EBITDA is a performance measure and not a liquidity measure, and therefore a reconciliation between net income from continuing operations and adjusted EBITDA has been provided in the financial results. Adjusted EBITDA should not be considered as an alternative to income from operations or net income from operations as an indicator of performance or as an alternative to cash flows from operating activities as an indicator of cash flows, in each case as determined in accordance with GAAP, or as a measure of liquidity. In addition, adjusted EBITDA does not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows. We do not intend the presentation of these non-GAAP measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP. These non-GAAP measures should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP.

Following is the reconciliation of our consolidated net income to adjusted EBITDA:

	For the Three Months Ended November 30, 2022			For the Three Months ended November 30, 2021
Net income available to common shareholders	$	3,271,697		$	4,488,225

Add Back:
Income tax expense		871,860			1,902,541
Depreciation and amortization		201,966			194,875
Change in fair value of derivative liability		(125,708	)		-
Interest expense (including accretion of debt discount)		972,300			2,272,236

Adjusted EBITDA	$	5,192,115		$	8,857,877

	For the Six Months Ended November 30, 2022			For the Six Months Ended November 30, 2021
Net income available to common shareholders	$	6,593,038		$	6,511,641

Add Back:
Income tax expense		1,664,047			2,537,000
Depreciation and amortization		402,640			388,672
Gain on forgiveness of promissory notes		-			(358,236	)
Gain on extinguishment of convertible notes		-			(780,050	)
Change in fair value of derivative liability		(744,656	)		-
Interest expense (including accretion of debt discount)		2,329,985			3,974,995

Adjusted EBITDA	$	10,245,054		$	12,274,022

Liquidity and Capital Resources

The accompanying condensed consolidated financial statements have been prepared on a going concern basis. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued.

As of November 30, 2022, the Company reported working capital of approximately $8.5 million compared with $4.2 million working capital as of May 31, 2022. The Company’s Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”) contribution to working capital was $5.2 million and $10.2 million during the three and six months ended November 30, 2022. The Company has adequate cash availability through the TBK Facility.

Since its inception, the Company has experienced significant business growth. To fund such growth, operating capital was initially provided by third party investors through the sale of Convertible Notes which were subsequently exchanged into convertible securities. Preferred shares are more beneficial to the Company because they do not require cash repayments. Due to the antidilution provision imbedded in the certain of the convertible securities, these provisions resulted in an embedded derivative and the Company recorded a long-term liability. As of the quarter ended November 30, 2022, and the year ended May 31, 2022, this liability was $11.7 million and $12.4 million, respectively. This liability is recorded as a long-term liability due to its future settlement in common stock on the balance sheet and is being adjusted to market on each of the subsequent reporting periods.

The following table summarizes total current assets, liabilities and working capital on November 30, 2022, compared to May 31, 2022:

	November 30, 2022		May 31, 2022		Change
Current Assets	$	68,658,411	$	108,543,031	$	(39,884,620	)
Current Liabilities		60,192,378		104,367,590		(44,175,212	)
Working Capital (Deficit)	$	8,466,033	$	4,175,441	$	4,290,592

The change in working capital is primarily attributable a decrease in accounts receivable of about $23.4 million, a decrease in contract assets of $17.2 million offset by an increase in ROU assets $8.9 million, offset by a decrease in accounts payable of about $18.1 million, a decrease of accrued freight of about $8.0 million and decrease in the borrowed amount on the line of credit by $17.4 million offset by a lease liability of $8.9 incurred due to signing of new leases

The cash generated and used by the Company was as follows:

	For the Six Months Ended, November 30, 2022			For the Six Months Ended, November 30, 2021			Change
Net cash provided by (used in) by operating activities	$	17,858,377		$	(30,406,559	)	$	48,264,936
Net cash used in investing activities		(83,934	)		(43,727	)		(40,207	)
Net cash provided by (used in) financing activities		(17,952,792	)		31,038,427			(48,991,219	)
Net increase in cash and cash equivalents	$	(178,349	)	$	588,141		$	(766,490	)

Operating activities provided cash of $17.9 million for the six months ended November 30, 2022, compared to net cash used by operations of $30.4 million for the six months ended November 30, 2021. Primary reason for cash provided during the six months ended November 30, 2022, was the collections on accounts receivables offset by reduction in Accounts Payable and Accrued Freight. Primary reason for cash used for the six months ended November 30, 2022, was a significant increase in accounts receivables, reflecting repurchase of trade receivables from a factor taking advantage of a better interest rate on Company’s new revolving credit facility.

Cash used by financing activities of $18 million for the six months ended November 30, 2022, primarily for repayment of $17.4 million to the line of credit. During for the six months ended November 30, 2021, financing activities provided cash of $31.0 million due to initial borrowing of $29.8 million from the line of credit facility in effect from June 1, 2021, used to repurchase factored trade receivables.

Critical Accounting Policies

Accounting policies, methods and estimates are an integral part of the condensed consolidated financial statements prepared by management and are based upon management’s current judgments. These judgments are normally based on knowledge and experience regarding past and current events and assumptions about future events. Certain accounting policies, methods and estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ from management’s current judgments. While there are a number of accounting policies, methods and estimates that affect our condensed consolidated financial statements, the areas that are particularly significant include revenue recognition; the fair value of acquired assets and liabilities; fair value of contingent consideration; the assessment of the recoverability of long-lived assets, goodwill and intangible assets; and leases.

We perform an impairment test of goodwill for each year unless events or circumstances indicate impairment may have occurred before that time. We assess qualitative factors to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount. After assessing qualitative factors, if further testing is necessary, we would determine the fair value of each reporting unit and compare the fair value to the reporting unit’s carrying amount.

Intangible assets consist of customer relationships, trade names and trademarks and non-compete agreements arising from our acquisitions. Customer relationships are amortized on a straight-line basis over 12 to 15 years. Tradenames, trademarks and non-compete agreements, are amortized on a straight-line basis over 3 to 10 years.

We review long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset is less than it carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, we estimate fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

Our significant accounting policies are summarized in Note 1 of our condensed consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of November 30, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Management has determined there is a lack of supervisory review of the financial statement closing process due to limited resources and formal documentation of procedures and controls. This control deficiency constitutes a material weakness in internal control over financial reporting. As a result, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective. We plan to take steps to remedy this material weakness by adding additional resources and completing the formal documentation process of our controls and procedures.

Disclosure controls and procedures are designed to ensure that the information that is required to be disclosed by us in our Exchange Act report is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and ~~forms.~~forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Our~~Changes in Internal Control Over Financial Reporting

During the three months ended November, 30, 2022, we actively addressed and remediated a number of previously identified material weaknesses in internal ~~control~~controls over ~~disclosure controls and procedures and~~ financial reporting, ~~includes those~~we significantly improved our accounting processes, documentation, introduced accounting policies and procedures, ~~that:~~upgraded our accounting personnel and provided our employees with necessary tools and resources, but because we have not completed a full risk assessment of the internal controls over financial reporting at the activity level, including extensive process documentation and testing, we are not able to conclude that our internal controls over financial reporting are operating effectively and efficiently at this time. The Company anticipates fully remediating its material weaknesses by the end of its May 31, 2024 fiscal year end.

~~Pertain to the maintenance of records~~

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are currently not involved in any litigation that ~~in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;~~

~~Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and~~

~~that our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and~~

~~Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that~~we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the ~~financial statements.~~

~~As of October 31, 2017, our management conducted an assessment~~knowledge of the ~~effectiveness~~executive officers of ~~the Company's internal control over disclosure controls and procedures and financial reporting. In making this assessment, management followed an approach based on the framework set forth in~~~~Internal Control-Integrated Framework~~ ~~issued by the Committee~~our company or any of Sponsoring Organizations of the Treadway Commission (known as “COSO”). Based on this assessment, management determined that the Company's internal control over disclosure controls and procedures and financial reporting as of October 31, 2017 was ineffective to the extent that having only one employee prevents any separation of duties and responsibilities.

~~During the quarter ended October 31, 2017, there were no changes in the Company's internal control over financial reporting that have materially affected,~~our subsidiaries, threatened against or ~~are reasonably likely to materially affect, its internal control over disclosure controls and procedures and financial reporting.~~

The Company’s management, including the Company’s CEO/CFO, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

~~PART II~~

~~Item 1. Legal Proceedings~~

~~None~~

~~Item 1A. Risk Factors~~

~~You should be aware that there are various risks to an investment in~~affecting our company, our common ~~stock. You should carefully consider these risk factors, together with all of the other information included in this Report, before you decide to invest in shares~~stock, any of our ~~common stock.~~subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

~~If any of the following risks develop into actual events, then our~~ITEM 1A. RISK FACTORS

Our business, financial condition, results of operations, ~~and/or prospects could~~and cash flows may be ~~materially adversely affected. If that happens, the market price~~impacted by a number of factors, many of which are beyond our ~~common stock, if any, could decline, and investors may lose all or part of their investment.~~

~~Risks Related to the Business~~

~~Innocap has a very limited operating history and anticipates on-going operating losses.~~

Innocap was formed in 2004 as a BDC. Paul Tidwell became a major shareholder in 2011 and introduced the current business plan involving assisting in the salvage of sunken ships. Therefore, we have insufficient operating history upon which an evaluation of our future performance and prospects can be made. Innocap’s future prospects must be considered in light of the risks, expenses, delays, problems and difficulties frequently encountered in the establishment of a new business. An investorcontrol, including those set forth in our ~~common stock must consider the risks~~most recent Annual Report on Form 10-K and ~~difficulties frequently encountered by early stage companies operating~~ in ~~new and competitive markets. These risks include:~~

~~Competition from entities that are much more established and have greater financial and technical resources than do we;~~

~~Need to develop corporate infrastructure;~~

~~Ability to access and obtain capital when required; and~~

~~Dependence upon key personnel.~~

~~Innocap cannot be certain that~~ our new business strategy will be successful or that we will ever be able to commence or sustain revenue generating and profitable activities. Furthermore, Innocap believes that it is probable that we will incur operating losses and negative cash flow for the foreseeable future.

Innocap has limited financial resources, negative working capital and an accumulated deficit at October 31, 2017. Our independent registered auditors included an explanatory paragraph in their opinion on Innocap’s financial statements as of January 31, 2017 that states that this lack of resources causes substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain any financing that may be necessary in order to continue as a going concern.

~~Innocap is and will continue to be completely dependent on the services of our president, Paul Tidwell, the loss of whose services would likely cause our business operations to cease.~~

Innocap’s current business strategy is completely dependent upon the knowledge, reputation and business contacts of Paul Tidwell, our President. If we were to lose the services of Mr. Tidwell, it is unlikely that we would be able to continue conducting our business plan even if some financing is obtained.

Our chief executive officer, Mr. Tidwell, is principally responsible for the execution of our business. He is under no contractual obligation to remain employed by us. If he should choose to leave us for any reason before we have hired qualified additional personnel, our operations are likely to fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines planned by Mr. Tidwell. We will fail without Mr. Tidwell or an appropriate replacement(s).

~~We will need to raise financing for many projects that we undertake.~~

Through research we will identify potential salvage projects. Each project is expensive to undertake in that they require a significant amount of time, a surface vessel and crew, small submarine, salvage equipment and sophisticated cameras and filming equipment. Therefore, we will have to either locate other parties to undertake the projects on a joint venture basis or obtain significant financing to undertake each salvage project. There is no way of predicting what the availability or terms of partnering or financing will be. Without financing, we cannot undertake any salvage project.

~~Salvage projects, if undertaken, may prove unsuccessful.~~

We may undertake salvage projects and be unsuccessful in locating the sunken vessel. Even if we locate the vessel, we may be unable to salvage it or it may not have the cargo that was anticipated. In these cases, we will have incurred significant costs without realizing any benefits. If this happens, it may prevent us from obtaining financing for future salvage projects.

Paul Tidwell, our Chief Executive Officer, has no meaningful accounting or financial reporting education or experience and, accordingly, our ability to meet Exchange Act reporting requirements on a timely basis will be dependent to a significant degree upon others.

Paul Tidwell, our Chief Executive Officer, has no meaningful financial reporting education or experience. He is and will continue to be heavily dependent on advisors and consultants. It is uncertain whether we will be successful in agreeing to financial arrangements with independent consultants that will be achievable by us. As such, there is risk about our ability to comply with all financial reporting requirements accurately and on a timely basis.

We are subject to the periodic reporting requirements of the Securities Exchange Act of 1934 which requires us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.

~~By having filed a Form 10 Registration Statement~~filings with the SEC, ~~in March 2004 (File No. 000-50612), we became subject to~~ the ~~reporting requirements under Section 12(g)~~occurrence of ~~the ’34 Act. Subsequently, in November 2008, we terminated our Section 12(g) registration (and its reporting requirements) under the SEC Exchange Act~~any one of ~~1934 by filing the necessary Form 15 with the SEC.~~

In addition, upon the effective date of our registration statement on Form S-1 (File No. 333-153035, effective January 16, 2009) we became required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm has to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel has to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.

~~We currently have only one employee,~~ which is not a sufficient number of employees to segregate responsibilities. We may be unable to afford the cost of increasing our staff or engaging outside consultants or professionals to overcome our lack of employees.

~~Having only one director, who is also an officer, limits our ability to establish effective independent corporate governance procedures and increases the control of our president/director.~~

~~We have only one director, who is also an officer. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues.~~

Until we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our president’s decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

~~Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.~~

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, 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 and includes those policies and procedures that:

~~Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;~~

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

~~Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that~~ could have a material adverse effect on ~~the financial statements.~~

~~Because of~~ our ~~limited resources and personnel, our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated~~actual results. There have been no material changes to the ~~public. Investors relying upon this misinformation may make an uninformed investment decision.~~

~~Legislation, including the Sarbanes-Oxley Act of 2002, may make it more difficult for us to retain or attract officers and directors.~~

The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with relatively recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934. We are required to comply with the Sarbanes-Oxley Act. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting these rolesRisk Factors previously disclosed in our company because of our extremely limited resources. Our lack of financial resources limits our ability to compensate potential directors sufficiently in light of the regulatory and legal environment as well as provide liability insurance to potential officers and directors. As a result, it may be more difficult for us to attract and retain qualified persons to serveAnnual Report on our board of directors or as executive officers. We continue to evaluate and monitor developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

~~Risks Related to Our Common Stock~~

~~Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.~~

We have no committed source of financing. We will need to seek debt or equity financing to undertake our business plan of finding and salvaging sunken ships. Debt financing will likely involve issuing notes that will be convertible into shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. In addition, if a trading market ever develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuance may also serve to enhance existing management’s ability to maintain control of our Company because the shares may be issued to parties or entities committed to supporting existing management.

Our Articles of Incorporation provide for indemnification of officers and directors at our expense and limit their liability. These provisions may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.

Our Articles of Incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's written promise to repay us therefore, if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we may be unable to recoup.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our securities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, eitherof which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

~~Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop.~~

Our shares trade on the OTCQB. However, there has not been any established trading market for our common stock, and there is currently no established public market whatsoever for our securities. If a public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment. There can be no assurances as to whether:

(i)~~any market for our shares will develop;~~

(ii)the prices at which our common stock will trade; or the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors. In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of us~~and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.~~

Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.

The trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCQB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.

Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

~~The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:~~

~~The basis on which the broker or dealer made the suitability determination, and~~

~~That the broker or dealer received a signed, written agreement from the investor prior to the transaction.~~

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions’ payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, if they trade at all, will be subject to such penny stock rules for the foreseeable future,Form 10-K and our ~~shareholders will, in all likelihood, find it difficult to sell their securities.~~

~~The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.~~

~~Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:~~

~~Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;~~

~~Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;~~

~~"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by sales persons;~~

~~Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and~~

Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

~~If a public market for our common stock develops, short selling could increase the volatility of our stock price.~~

Short selling occurs when a person sells shares of stock which the person does not yet own and promises to buy stock in the future to cover the sale. The general objective of the person selling the shares short is to make a profit by buying the shares later, at a lower price, to cover the sale. Significant amounts of short selling, or the perception that a significant amount of short sales could occur, could depress the market price of our common stock. In contrast, purchases to cover a short position may have the effect of preventing or retarding a decline in the market price of our common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on over-the-counter bulletin board or any other ~~available markets or exchanges. Such short selling if it were to occur could impact the value of our stock in an extreme and volatile manner to the detriment of our shareholders.~~

~~State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell shares.~~

Secondary trading in our common stock will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted.

~~The ability of our officers and majority shareholders to control our business may limit or eliminate minority shareholders’ ability to influence corporate affairs.~~

~~Currently~~,our president and four other principal shareholders beneficially own more than 90% of our outstanding common stock. Because of this level of beneficial stock ownership, these shareholders will be in a position to continue to elect our board of directors, decide all matters requiring stockholder approval and determine our policies. The interests of such shareholders may differ from the interests of other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of officers and directors and other business decisions. The minority shareholders would have no way of overriding decisions made by our principal shareholders. This level of control may also have an adverse impact on the market value of our shares because these stockholders may institute or undertake transactions, policies or programs that result in losses, may not take any steps to increase our visibility in the financial community and/~~or may sell sufficient numbers of shares to significantly decrease our price per share.~~

~~Anti-takeover provisions of Nevada State Law hinder a potential takeover of Innocap.~~

Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.

~~Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them~~.

We intend to retain any future earnings or resources, if any, to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them at a price higher than that which they initially paid for such shares. There may not be any market into which to sell these shares and, if a market exists, the prices may be lower.

Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

We do not currently have independent audit or compensation committees. As a result, our two directors have the unchallenged ability, among other things, to determine levels of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and any potential investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

~~To continue to have our shares quoted on the over-the-counter bulletin board, we will be required to remain current in our~~ filings with the ~~SEC and our securities will not be eligible for quotation if we are not current in our filings with the~~ SEC.

To continue to have our shares quoted on the OTCQB, we will be required to remain current in our filings with the SEC in order for shares of our common stock to remain eligible for quotation on the OTCQB. In the event that we become delinquent in our required quarterly and annual filings with the SEC, quotation of our common stock will be terminated following a 30 day grace period if we do not make our required filing during that time. If our shares are not eligible for quotation on the over-the-counter bulletin board, investors in our common stock may find it difficult to sell their shares.ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~For all~~There were no unregistered sales of the ~~foregoing reasons and others set forth herein, an investment in our~~Company’s equity securities ~~involves a high degree of risk.~~during the quarter ended November 30, 2022.

~~Item 2~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

~~Unregistered Sales of Equity Securities and Use of Proceeds~~ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

~~None during Quarter Ended October 31, 2017.~~

ITEM 6. EXHIBITS

Exhibit		Incorporated by Reference		Filed or Furnished
Number	Exhibit Description	Form	Exhibit	Filing Date
3.1	Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on October 4, 2022	8-K	3.1	10/07/22
3.2	Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on October 4, 2022	8-K	3.2	10/07/22
3.3	Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on October 4, 2022	8-K	3.3	10/07/22
10.1	Stock Purchase Agreement, dated April 28, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 3, 2022).	8-K	10.1	09/19/22
10.2	Share Sale and Purchase Agreement (Unique Logistics International (India) Private Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited.	8-K	10.2	09/19/22
10.3	Share Sale and Purchase Agreement (ULI (North & East China) Company Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited.	8-K	10.3	09/19/22
10.4	Share Sale and Purchase Agreement (Unique Logistics International Co., Ltd.), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited.	8-K	10.4	09/19/22
10.5	Share Sale and Purchase Agreement (TGF Unique Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited.	8-K	10.5	09/19/22
10.6	Share Sale and Purchase Agreement (Unique Logistics International (H.K.) Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited.	8-K	10.6	09/19/22
10.7	Share Sale and Purchase Agreement (Unique Logistics International (Vietnam) Co., Ltd.), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited.	8-K	10.7	09/19/22
10.8	Share Sale and Purchase Agreement (Unique Logistics International (ULI (South China)) Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited.	8-K	10.8	09/19/22
10.9	Share Sale and Purchase Agreement (Unique Logistics International (Unique Logistics International (South China) Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited.	8-K	10.9	09/19/22
31.1*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1**	Section 1350 Certification of Chief Executive Officer.
32.2**	Section 1350 Certification of Chief Financial Officer.
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item 3.~~~~Defaults upon Senior Securities~~

~~None~~SIGNATURES

~~Item 4. Mine Safety Disclosures~~

~~N/A~~

~~Item 5. Other Information~~

~~None~~

~~Item 6. Exhibits~~

~~Exhibit Number~~		~~Description~~
~~31.1~~		~~Section 302 Certification of Chief Executive Officer and Chief Financial Officer~~

~~32.1~~		~~Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002~~

Pursuant to the requirements of Section 13 or 15(d) of the Securities ~~and~~ Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UNIQUE LOGISTICS INTERNATIONAL, INC.			~~Innocap, Inc.~~
			~~(Registrant)~~
By:	/s/ Sunandan Ray
~~December 7, 2017~~	~~By:~~ Sunandan Ray	~~/s/ Paul Tidwell~~
		~~Paul Tidwell~~
		Chief Executive Officer (Principal Executive Officer)

	January 17, 2023

By:	/s/ Eli Kay
	Eli Kay
	Chief Financial Officer (Principal Financial Officer)

	January 17, 2023

			October 31, 2017		January 31, 2017

ASSETS

CURRENT ASSETS:

Cash		$	4,198	$	22,662

TOTAL ASSETS		$	4,198	$	22,662


LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accrued liabilities		$	24,518	$	30,018
Accrued liabilities – related party			66,234		15,234
Advances on exploration financing			255,000		210,000

Total Liabilities			345,752		255,252

STOCKHOLDERS’ DEFICIT:

Preferred stock at $0.001 par value; 1,000,000 shares authorized, 1,000,000 issued and outstanding			1,000		1,000
Common stock at $0.001 par value; 199,000,000 shares authorized; 140,075,000 and 130,825,000 shares issued and outstanding, respectively			140,075		130,825
Additional paid-in capital			521,505		475,255
Accumulated deficit			(1,004,134)		(839,670)
Total Stockholders’ Deficit			(341,554)		(232,590)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	4,198	$	22,662

	See accompanying notes to these unaudited financial statements.

		For the Three Months Ended October 31,				For the Nine Months Ended October 31,
		2017		2016		2017		2016

Revenue	$	-	$	-	$	-	$	-

General and administrative expenses		91,541		50,478		164,464		144,934

Loss on settlement of payables		-		-		-		12,600
Net loss	$	(91,541)	$	(50,478)	$	(164,464)	$	(157,534)

Net loss per common share – basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Weighted average number of common shares outstanding – basic and diluted		138,366,000		124,825,000		133,366,000		122,726,460

		For the Nine Months Ended October 31, 2017		For the Nine Months Ended October 31, 2016
Operating Activities:
Net loss	$	(164,464)	$	(157,534)
Adjustment to reconcile net loss to net cash used in operating activities:
Share-based compensation		55,500		10,400
Loss on settlement of payables		-		12,600
Changes in operating liabilities:
Accrued liabilities		(5,500)		5,650
Accrued liabilities – related party		51,000		36,850
Net Cash Used in Operating Activities		(63,464)		(92,034)

Financing Activities:
Proceeds from exploration advances		45,000		80,000
Net Cash Provided by Financing Activities		45,000		80,000

Decrease In Cash		(18,464)		(12,034)

Cash at beginning of period		22,662		23,081
Cash at end of period	$	4,198	$	11,047

Supplemental Cash Flows Information:
Cash Paid For:
Interest	$	-	$	-
Income taxes	$	-	$	-

Non-cash Investing and Financing Activities:
Shares issued to settle accrued liabilities – related party	$	-	$	39,000
Shares issued to settle accrued liabilities	$	-	$	15,600
Cashless exercise of options	$	9,250	$	-

See accompanying notes to these unaudited financial statements.