U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

U.S. 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 February 28, 20192021


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


For the transition period from ______ to _______to_______________________________


COMMISSION FILE NO. 333-228161


UNEX HOLDINGS INC.

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


Nevada98-13536138713

Nevada

98-1353613

8713

(State or Other Jurisdiction of

IRS Employer

Primary Standard Industrial

Incorporation or Organization)

Identification Number

Classification Code Number


Unex Holdings Inc.

Ul. Sveti Kliment Ohridski 27, Apt. 8No. 2A, Jalan PJU 3/48

Burgas, Bulgaria 8000Sunway Damansara

47810 Selangor, Malaysia

Tel. +359-884303333+603 7733 5727

 (Address(Address and telephone number of registrant'sregistrant’s executive office)





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Copies to:

Lawrence Venick, Esq.
Loeb & Loeb LLP
2206-19 Jardine House
1 Connaught Place, Central
Hong Kong SAR
Tel: +852.3923.1111
Fax: +852.3923.1100

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


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [  ]

Accelerated filer [  ]

Non-accelerated filer [  ]

Smaller reporting company [X]

Emerging growth company [X]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. YES [  ] NO [X]


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

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [  ] No [  ]

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:


Class

Class

Outstanding as of March 6, 2019

April 19, 2021

Common Stock, $0.001

par value per share

2,330,000

2,970,000




2 |

PageUNEX HOLDING INC.






UNEX HOLDINGS INC.

Part I   

FINANCIAL INFORMATION

Item 1

FINANCIAL STATEMENTS (UNAUDITED)

4

Item 2   

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

11

Item 3  

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

13

Item 4

CONTROLS AND PROCEDURES

13


PART II


OTHER INFORMATION

Item 1   

LEGAL PROCEEDINGS

14

Item 2 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

14

Item 3   

DEFAULTS UPON SENIOR SECURITIES

14

Item 4      

MINE SAFETY DISCLOSURES

14

Item 5  

OTHER INFORMATION

14

Item 6

EXHIBITS

14

SIGNATURES

14




3 |PageBALANCE SHEETS


  February 28, 2021  August 31, 2020 
  (Unaudited)  (Audited) 
ASSETS        
Current Assets        
Cash $-  $5,676 
Total Current Assets  -   5,676 
         
Non- Current assets        
Equipment net of depreciation  -   343 
Total non-current assets  -   343 
         
Total Assets $-  $6,019 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current Liabilities        
         
Loan from related parties $-  $9,217 
Stock refund payable  -   1,950 
Accounts payable  6   233 
Total current liabilities  6   11,400 
Total Liabilities  6   11,400 
         
Stockholders’ Equity        
Commom stock,$0.001 parvalue, 75,000,000 share authorized;        
2,970,000 share issued and outstanding  2,970   2,970 
Additional Paid-In-Capital  36,022   22,730 
Accumulated Deficit  (38,998)  (31,081)
Total Stockholders’ Equity ( Deficit)  (6)  (5,381)
         
Total Liabilities and stockholders’ Equity $-  $6,019 



UNEX HOLDINGS INC.

BALANCE SHEETS

 

FEBRUARY 28, 2019

AUGUST 31, 2018

 

(Unaudited)

(Audited)

ASSETS

 

 

Current Assets

 

 

 

Cash

$        3,206

$       12,903

 

Total current assets

3,206

12,903

 

 

 

 

Non-Current assets

 

 

 

Equipment net of depreciation

818

-

 

Total non-current assets

818

-

 

 

 

 

Total Assets                                                         

$        4,024

$        12,903

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current  Liabilities

 

 Loan from related parties

$           9,217

$       9,217

 

 Accounts payable

500

-

 

Total current liabilities

        9,717

9,217

Total Liabilities

9,717

9,217

 

Stockholders’ Equity

  

Common stock, $0.001 par value, 75,000,000 shares authorized;

 

 

2,330,000 shares issued and outstanding (2,270,000  shares issued and outstanding as of August 31, 2018)

2,330

2,270

 

Additional Paid-In-Capital

4,170

2,430

 

Accumulated Deficit

(12,193)

(1,014)

Total Stockholders’ Equity

(5,693)

3,686

 

 

 

Total Liabilities and Stockholders’ Equity

$     4,024

$        12,903       



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


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4 |PageUNEX HOLDING INC.


STATEMENTS OF OPERATIONS


(Unaudited)


UNEX HOLDINGS INC.

STATEMENTS OF OPERATIONS (Unaudited)

 

Three months ended February 28, 2019

Three months ended February 28, 2018

Six months ended February 28, 2019

Six months ended February 28, 2018


Operating expenses

 

 

 

 

 General and administrative expenses

$             4,589

$                678

$                11,179

$                720

Loss before provision for income taxes

(4,589)

(678)

(11,179)

(720)

Provision for income taxes

-

-

-

-

Net loss

$         (4,589)

$             (678)

$              (11,179)

$             (720)

Loss per common share:

 Basic and Diluted

$             (0.00)

-

$                 (0.00)

-

 

 

 

 

 

Weighted Average Number of Common Shares  Outstanding:

Basic and Diluted

2,273,555

-

2,271,767

-

  Three months ended  Three months ended  Six months ended  Six months ended 
  February 28, 2021  February 29, 2020  February 28, 2021  February 29, 2020 
             
Operating expenses                
General and administrative expenses $2,144  $4,568  $7,917  $9,668 
Profit / (Loss) before provision for the income taxes  (2,144)  (4,568)  (7,917)  (9,668)
Provision for income taxes  -   -   -   - 
Net profit / (Loss) $(2,144) $(4,568) $(7,917) $(9,668)
Loss per common share :      -       - 
Basic and Diluted $(0.00) $(0.00) $(0.00) $(0.00)
                 
Weighted Average Number of common Share                
Outstanding :                
Basic and Diluted  2,970,000   3,005,330   2,970,000   3,017,115 



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



3 | Page

5 |PageUNEX HOLDING INC.


STATEMENT OF CHANGES IN STOCKHOLDERS’S EQUITY


FOR THE SIX MONTHS PERIODS ENDED FEBRUARY 28 ,2021 AND FEBRUARY 29, 2020


UNEX HOLDINGS INC.

STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE PERIOD FROM INCEPTION (FEBRUARY 17, 2017) TO FEBRUARY 28, 2019

 

Number of

Common

Shares


Amount

Additional Paid-in-Capital

Deficit

accumulated



Total

Balance at February 17, 2017, Inception  

-

$     -  

$   -

$       -          

$      -  


Net loss for the year                                                                  

-

-

-

(159)

(159)


Balances as of August 31, 2017

-

-

 

$ (159)

$  (159)

Shares issued at $0.001

2,000,000

2,000

-

-

2,000

Shares issued at $0.01

270,000

270

2,430

-

2,700


Net loss for the year                                                                  

-

-

-

(855)

(855)


Balances as of August 31, 2018

2,270,000

   2,270

    2,430

   (1,014)

   3,686

Shares issued at $0.03

60,000

60

1,740

-

1,800


Net loss for the six months

-

-

-

(11,179)

(11,179)

Balances as of February 28, 2019 (Unaudited)

2,330,000

$   2,330

$   4,170

$(12,193)

$   (5,693)


(Unaudited)


  Number of Common Shares  Amount  Additional Paid-in-Capital  Deficit accumulated  Total 
                
Balance as of August 31, 2019  2,970,000  $2,970  $22,730  $(16,717) $8,983 
Shares issued at $0.03  65,000   65   1,885   -   1,950 
Net loss  -   -   -   (5,100)  (5,100)
Balance as of November 30, 2019  3,035,000   3,035   24,615   (21,817)  5,833 
                     
Common Shares cancelled  (65,000)  (65)  (1,885)  -   (1,950)
Net loss  -       -   (4,568)  (4,568)
Balance as of February 29 2020  2,970,000   2,970   22,730   (26,385)  (6,518)
                     
Balance as of August 31, 2020  2,970,000   2,970   22,730   (31,081)  (5,381)
Net loss  -   -   -   (5,773)    
Balance as of November 30, 2020  2,970,000   2,970   22,730   (36,854)  (11,154)
Forgiveness of loan from related party and stock refund payable  -   -   13,292   -   13,292 
Net loss              (2,144)  (2,144)
Balance as of Febraury 28, 2021  2,970,000  $2,970  $36,022  $(38,998) $(6)


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


4 | Page






6 |PageUNEX HOLDING INC.


STATEMENTS OF CASH FLOWS


(Unaudited)


UNEX HOLDINGS INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

Six months ended February 28, 2019

Six months ended February 28, 2018

 

Cash flows from Operating Activities

 

 

 

Net loss

$      (11,179)

$        (720)

 

 Six months ended Six months ended 

Increase in accounts payable

500

-

 

 February 28 2021  February 29 2020 

Amortization expenses

132

-

 

     
Cash flows from Operating Activities        
Net Profit / (Loss) $(7,917) $(9,668)
Amortization expenses  158   158 
Subscription Receivable  -   1,800 
Increase (decrease) in Account payable  (227)  780 
Write-off of cash balance  (40)  - 
Net cash used in operating activities  (8,026)  (6,930)

Net cash used in operating activities

(10,547)

(720)

 

        

 

 

 

 

Cash flow from Investing Activities

 

 

 

Purchase of equipment

(950)

-

 

Net cash used by investing activities

(950)

-

 

Cash flow from investing activities:  -   - 

 

 

 

 

        

Cash flow from financing Activities

Cash flow from financing Activities

 

 

 

        

Proceeds from sale of common stock

1,800

-

 

Proceeds of loan from shareholder

-

5,000

 

Net cash provided financing activities

1,800

5,000

 

 

 

 

 

Proceed from sale of common stock  -   1,950 
Loans from Shareholders  2,350     
Net cash provided financing activities  2,350   1,950 

 

 

 

 

        

Net increase (decrease) in cash and equivalents

Net increase (decrease) in cash and equivalents

(9,697)

4,280

 

  (5,676)  (4,980)

Cash at beginning of the period

Cash at beginning of the period

12,903

158

 

  5,676   15,740 

Cash at end of the period

Cash at end of the period

$       3,206

$           4,438

 

 $-  $10,760 

Supplemental cash flow information:

 

 

 

        
Supplemental cash flow information :        
Cash paid for :        
Interest $-  $- 
Taxes $-  $- 

Cash paid for:

 

 

 

        
Supplemental disclosure of non-cash investing and financing information :        
Repurchase of common stock for refund payable $-  $1,950 
Increase additional paid in capital due to loan forgiveness and written off fixed assets and cash  13,292     

Interest                                                                                               

$                 -

$               -

 

 $13,292  $1,950 

Taxes                                                                                           

$                 -

$               -

 




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





7 |Page




UNEX HOLDINGS INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 28, 2019 AND 2018

(Unaudited)

5 | Page



NOTE 1 – ORGANIZATION AND BUSINESS

 

UNEX HOLDINGS INC. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on February 17, 2017. The Company has adopted the August 31 fiscal year end.year-end.


The Company is a development stage company and intends to provide geodesy services.


NOTE 2 – GOING CONCERN


The Company’s financial statements as of February 28, 2019,2021, is prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated loss from inception (February 17, 2017) to February 28, 20192021 of $12,193.$38,998. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.


In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third partythird-party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Interim financial statements (February 28, 20192021 (unaudited)) and basis of presentation


The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the financial statements of the Company for the period ended August 31, 20182020, and notes thereto contained in the Company’s registration statement filed on Form S-1.10-K.


Use of Estimates


Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.



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Advertising Costs


The Company’s policy regarding advertising is to expense advertising when incurred. The Company did not incur advertising expenseexpenses during the period ended February 28, 2019.2021.


Stock-Based Compensation


As of February 28, 2019,2021, the Company has not issued any stock-based payments to its employees.

Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.


Income Taxes


The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


Property and Equipment Depreciation Policy


Property and equipment are stated at cost and depreciated on the straight-line method over the estimated life of the asset, which is 3 years


New Accounting Pronouncements


There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations, or cash flows.


Start-Up Costs


In accordance with ASC 720,824, “Start-up Costs”, the company expenses all costs incurred in connection with the start-up and organization of the company.


Fair Value Measurements


The company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value, and expands disclosure of fair value measurements.


The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at a historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes sixthree levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The company has no assets or liabilities valued at fair value on a recurring basis.


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Subsequent Events


The Company has evaluated all events that occurred after the balance sheet date of February 28, 20192021, through March 6, 2019, the date these financial statements were issued and did not have any material recognizable subsequent events after February 28, 2019.  2021.


NONE

NOTE 4 – FIXED ASSETS


On September 24, 2018, the company purchased a computer for $950. For the six months ended February 28, 2019 the Company recognized $132 in depreciation expense. The Company depreciates this asset over a period of thirty-six (36) months which has been deemed its useful life. For the six months periods ended February 28, 2021, and for the year ended August 31, 2020, the Company recognized $79 and $317 in depreciation expense respectively. For the six months ended February 28, 2021, the Company wrote off the computer based on the terms of the Agreement (defined hereunder) disclosed in Note 7 wherein Veniamin Minkov warranted that on the Effective Date (defined hereunder) the Company will have no assets and no debt of any kind including no outstanding tax liabilities and that all existing contracts entered into by the Company shall be cancelled without liability.


NOTE 5 – STOCKHOLDERS EQUITY


The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.

On

For the year ended August 20, 2018,31, 2020, the Company issued 2,000,000cancelled 65,000 of its common shares at $0.001 per share forstock and accrued a stock refund payable of $1,950.For the total proceeds of $2,000. On August 21, 2018six months period ended February 28, 2021, the Company issued 100,000 at $0.01 per share forwrote-off stock refund payable of $1,950 based on the total proceedsterms of $1,000;the Agreement (defined hereunder) disclosed in Note 7 wherein Veniamin Minkov warranted that on August 31, 2018the Effective Date (defined hereunder) the Company issued 170,000 at $0.01 per share for the total proceedswill have no assets and no debt of $1,700. In February 2019,any kind including no outstanding tax liabilities and that all existing contracts entered into by the Company issued 60,000 at $0.03 per share for the total proceeds of $1,800.shall be cancelled without liability.


As of February 28, 2019,2021, and August 31, 2020, the Company had 2,330,0002,970,000 shares issued and outstanding.


NOTE 6 – RELATED PARTY TRANSACTIONS

 

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attainsattain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.


Since

From February 17, 2017 (Inception) through February 28, 2019,2021, Veniamin Minkov, the Company’s former sole officer and director loaned(prior to the change of control disclosed in Note 7), extended loan to the Company $9,217amounting to $11,567 to pay for incorporation costs and operating expenses. The loan is non-interest bearing, due upon demand, and unsecured.



10 |Page

Veniamin Minkov, confirmed to the Board of Directors (“Board”) of the Company to forgive the loan extended by him to the Company amounting to $11,567. The Company wrote off cash balance of $40 and carrying amount of a fixed asset of $185 against a loan from related party of $11,567. The balance of the loan from related party and stock refund payable of $1,950 amounting to $13,292 were written off against additional paid- in capital.

In addition, based on the terms of the Agreement (defined hereunder) disclosed in Note 7 wherein Veniamin Minkov warranted that on the Effective Date (defined hereunder) the Company will have no assets and no debt of any kind including no outstanding tax liabilities and that all existing contracts entered into by the Company shall be cancelled without liability.

NOTE 7 – CHANGE OF CONTROL

Pursuant to the terms of the Securities Purchase Agreement dated February 26, 2021, by and among Veniamin Minkov, the former sole officer, director, and majority stockholder of the Company and Low Wai Koon (the “Agreement”), effective February 26, 2021 (the “Effective Time”), Veniamin Minkov, the then sole executive officer and director of the Company and the owner of 2,000,000 restricted shares of the Company’s common stock representing 67.34% of the Company’s issued and outstanding common stock (“Unex Shares”), sold the Unex Shares to Low Wai Koon for an aggregate consideration of $340,000, or approximately $0.17 per share. In addition, certain stockholders purchased 966,000 shares of the Company’s common stock in a series of private transactions for $0.05176 a share from non-affiliates of the Company (the “Non-Affiliate Shares”). Upon completion of the purchase of the Unex Shares, Low Wai Koon owned 2,000,000 shares, or approximately 67.34% of the issued and outstanding common stock of the Company, which resulted in a change of control of the Company. Upon completion of the Non-Affiliate Shares, certain stockholders owned 966,000 shares or approximately 32.53% of the issued and outstanding common stock of the Company.

In connection with the Agreement, on February 26, 2021, Veniamin Minkov resigned as the President, Treasurer, and Secretary of the Company and Chairman of the Board of the “Company. Mr. Minkov’s resignation as President, Treasurer, and Secretary of the Company and Chairman of the Board is effective immediately. Mr. Minkov’s resignation as a director will become effective ten (10) days following the filing by the Company of the Information Statement on Schedule 14f-1 with the United States Securities and Exchange Commission. Prior to Mr. Minkov’s resignation, he appointed Low Wai Koon as the Company’s director and Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, of the Company.

In accordance with the terms of the Agreement, Veniamin Minkov warranted that on the Effective Date the Company will have no assets and no debt of any kind including no outstanding tax liabilities and that all existing contracts entered into by the Company shall be cancelled without liability.

8 | Page



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


FORWARD LOOKINGFORWARD-LOOKING STATEMENTS


Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements"“forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act"“Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate"“may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or "continue,"“continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management'smanagement’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.


GENERAL INFORMATION

Unex Holdings Inc. was incorporated in the State of Nevada on February 17, 2017, and established the fiscal year endyear-end of August 31. We have no revenues, have minimal assets, and have incurred losses since inception. We were formed to provide geodesy services, and we are still in the development stage. Our business office is located at Ul. Sveti Kliment Ohridski 27, Apt. 8, Burgas, Bulgaria 8000.No. 2A, Jalan PJU 3/48, Sunway Damansara, 47810 Selangor, Malaysia. Our telephone number is +359-884303333.+603 7733 5727.



RESULTS OF OPERATIONS


Our financial statements have been prepared, assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.


We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.


As of February 28, 2019,2021, our total assets were $4,024zero compared to $12,903 in total assets at$6,019 as of August 31, 2018.2020. As of February 28, 2019,2021, our total liabilities were $9,717$6 compared to $9,217 at$11,400 as of August 31, 2018.2020.


Stockholders’ deficit was $5,693$6 as of February 28, 20192021, compared to stockholders’ equity of $3,686$5,381 as of August 31, 2018.2020.



Three months ended February 28, 20192021, compared to three months February 28, 2018.


During the three months periods ended February 28, 2019 and 2018, we29, 2020.

The Company did not generate any revenue.


Duringrevenue for the three months ended February 28, 2019, we incurred expenses of $4,589 compared to $678 incurred during the three-month period2021 and three months ended February 28, 2018.29, 2020.


OurThe Company registered net loss forof $2,144 during the three months ended February 28, 2019 was $4,5892021, 44 compared to a net income of $678$4,568 during the three-month periodthree-months ended February 28, 2018.





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Six months ended February 28, 20192021, compared to six months February 28, 2018.


During the six months periods ended February 28, 2019 and 2018, we29, 2020.

The Company did not generate any revenue.


Duringrevenue during the six months ended February 28, 2019, we incurred expenses of $11,179 compared to $720 incurred during2021 and the six-month periodsix months ended February 28, 2018.29, 2020.


OurThe Company registered net loss of $7,917 for the six months ended February 28, 2019 was $11,1792021, compared to a net income of $720$9,688 during the six month periodthree months ended February 28, 2018.29, 2020.


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Cash Flows used by Operating Activities


For the six-monthsix months period ended February 28, 2019,2021, net cash flows used in operating activities was $10,547.were $8,026. Net cash flows used in operating activities was $720were $6,930 for the six-monthsix months period ended February 28, 2018. Net cash flow used in operating activities increased due to the higher net loss.29, 2020.


Cash Flows used by Investing Activities


We used $950 in investing activities during the six-month period ended February 28, 2019 compared to $0 for the six-month period ended February 28, 2019. During the six-month period ended February 28, 2018, the Company purchased computer equipment to make operations more efficient.


Cash Flows from Financing Activities


For the six-month periodsix months ended February 28, 2019,2021, net cash flows from financing activities were $2,350, which was $1,800 receivedfinanced by a loan from related party. For the six months ended February 29, 2020 net cash flows from financing activities were $1,950 financed by the proceeds from the issuance of common stock compared to $5,000 received from proceeds of loan from shareholder for the six month period ended February 28, 2018.stock.


PLAN OF OPERATION AND FUNDING


We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.


Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to:to (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.


OFF-BALANCE SHEET ARRANGEMENTS


As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.



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GOING CONCERN


The independent registered public accounting firm auditors'auditors’ report accompanying our August 31, 20182020, financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming“assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


As a "smaller“smaller reporting company"company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.


ITEM 4. CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.


ChangesChanges in Internal Controls over Financial ReportingReporting


There have been no changes in the Company'sCompany’s internal control over financial reporting during the six-monththree-month period covered by this report that have materially affected or are reasonably likely to materially affect, the Company'sCompany’s internal control over financial reporting.



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PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


None.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES


No senior securities were issued and outstanding during the six-monththree-month period ended February 28, 2019.2021.


ITEM 4. MINE SAFETY DISCLOSURES


Not applicable to our Company.


ITEM 5. OTHER INFORMATION


None.

ITEM 6. EXHIBITS


Exhibits:


10.1 Stock Purchase Agreement dated February 26, 2021

31.1 Certification of Chief Executive Officer, and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS XBRL Instance Document*Document

101.SCH XBRL Taxonomy Extension Schema Document*Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document*Document

101.DEF XBRL Taxonomy Extension Definition Document*Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document*Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document*Document

*Previously filed

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SIGNATURES

SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


UNEX HOLDINGS INC.

Dated: March 6, 2019

By: /s/ Veniamin Minkov

Dated: April 19, 2021
By:/s/ Low Wai Koon

Veniamin Minkov,Low Wai Koon, President, and Chief Executive Officer, and Chief Financial Officer








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