U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2021
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to_______________________________
COMMISSION FILE NO. 333-228161
UNEX HOLDINGS INC.
(Exact name of registrant as specified in its charter)
|(State or Other Jurisdiction of||IRS Employer||Primary Standard Industrial|
|Incorporation or Organization)||Identification Number||Classification Code Number|
Unex Holdings Inc.
No. 2A, Jalan PJU 3/48
47810 Selangor, Malaysia
Tel. +603 7733 5727
(Address and telephone number of registrant’s executive office)
Loeb & Loeb LLP
2206-19 Jardine House
1 Connaught Place, Central
Hong Kong SAR
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 [ ]
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||Outstanding as of April 19, 2021|
|Common Stock, $0.001 par value per share||2,970,000|
UNEX HOLDING INC.
|February 28, 2021||August 31, 2020|
|Total Current Assets||-||5,676|
|Non- Current assets|
|Equipment net of depreciation||-||343|
|Total non-current assets||-||343|
|LIABILITIES AND STOCKHOLDERS’ EQUITY|
|Loan from related parties||$||-||$||9,217|
|Stock refund payable||-||1,950|
|Total current liabilities||6||11,400|
|Commom stock,$0.001 parvalue, 75,000,000 share authorized;|
|2,970,000 share issued and outstanding||2,970||2,970|
|Total Stockholders’ Equity ( Deficit)||(6||)||(5,381||)|
|Total Liabilities and stockholders’ Equity||$||-||$||6,019|
The accompanying notes are an integral part of these unaudited financial statements
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UNEX HOLDING INC.
STATEMENTS OF OPERATIONS
|Three months ended||Three months ended||Six months ended||Six months ended|
|February 28, 2021||February 29, 2020||February 28, 2021||February 29, 2020|
|General and administrative expenses||$||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||)||$||(0.00||)|
|Weighted Average Number of common Share|
|Basic and Diluted||2,970,000||3,005,330||2,970,000||3,017,115|
The accompanying notes are an integral part of these unaudited financial statements
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UNEX HOLDING INC.
STATEMENT OF CHANGES IN STOCKHOLDERS’S EQUITY
FOR THE SIX MONTHS PERIODS ENDED FEBRUARY 28 ,2021 AND FEBRUARY 29, 2020
|Number of Common Shares||Amount||Additional Paid-in-Capital||Deficit accumulated||Total|
|Balance as of August 31, 2019||2,970,000||$||2,970||$||22,730||$||(16,717||)||$||8,983|
|Shares issued at $0.03||65,000||65||1,885||-||1,950|
|Balance as of November 30, 2019||3,035,000||3,035||24,615||(21,817||)||5,833|
|Common Shares cancelled||(65,000||)||(65||)||(1,885||)||-||(1,950||)|
|Balance as of February 29 2020||2,970,000||2,970||22,730||(26,385||)||(6,518||)|
|Balance as of August 31, 2020||2,970,000||2,970||22,730||(31,081||)||(5,381||)|
|Balance as of November 30, 2020||2,970,000||2,970||22,730||(36,854||)||(11,154||)|
|Forgiveness of loan from related party and stock refund payable||-||-||13,292||-||13,292|
|Balance as of Febraury 28, 2021||2,970,000||$||2,970||$||36,022||$||(38,998||)||$||(6||)|
The accompanying notes are an integral part of these unaudited financial statements
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UNEX HOLDING INC.
STATEMENTS OF CASH FLOWS
|Six months ended||Six months ended|
|February 28 2021||February 29 2020|
|Cash flows from Operating Activities|
|Net Profit / (Loss)||$||(7,917||)||$||(9,668||)|
|Increase (decrease) in Account payable||(227||)||780|
|Write-off of cash balance||(40||)||-|
|Net cash used in operating activities||(8,026||)||(6,930||)|
|Cash flow from investing activities:||-||-|
|Cash flow from financing Activities|
|Proceed from sale of common stock||-||1,950|
|Loans from Shareholders||2,350|
|Net cash provided financing activities||2,350||1,950|
|Net increase (decrease) in cash and equivalents||(5,676||)||(4,980||)|
|Cash at beginning of the period||5,676||15,740|
|Cash at end of the period||$||-||$||10,760|
|Supplemental cash flow information ：|
|Cash paid for :|
|Supplemental disclosure of non-cash investing and financing information :|
|Repurchase of common stock for refund payable||$||-||$||1,950|
|Increase additional paid in capital due to loan forgiveness and written off fixed assets and cash||13,292|
The accompanying notes are an integral part of these unaudited financial statements
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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.
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, 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, 2021 of $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-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, 2021 (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, 2020, and notes thereto contained in the Company’s Form 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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The Company’s policy regarding advertising is to expense advertising when incurred. The Company did not incur advertising expenses during the period ended February 28, 2021.
As of February 28, 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.
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 have a material impact on our financial position, operations, or cash flows.
In accordance with ASC 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 three 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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The Company has evaluated all events that occurred after the balance sheet date of February 28, 2021, through the date these financial statements were issued and did not have any material recognizable subsequent events after February 28, 2021.
NOTE 4 – FIXED ASSETS
On September 24, 2018, the company purchased a computer for $950. 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.
For the year ended August 31, 2020, the Company cancelled 65,000 of its common stock and accrued a stock refund payable of $1,950. For the six months period ended February 28, 2021, the Company wrote-off stock refund payable of $1,950 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.
As of February 28, 2021, and August 31, 2020, the Company had 2,970,000 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 attain 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 and have not been formalized by a promissory note.
From February 17, 2017 (Inception) through February 28, 2021, Veniamin Minkov, the Company’s former sole officer and director (prior to the change of control disclosed in Note 7), extended loan to the Company amounting to $11,567 to pay for incorporation costs and operating expenses. The loan is non-interest bearing, due upon demand, and unsecured.
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.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “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” or “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’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.
Unex Holdings Inc. was incorporated in the State of Nevada on February 17, 2017, and established the fiscal year-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 No. 2A, Jalan PJU 3/48, Sunway Damansara, 47810 Selangor, Malaysia. Our telephone number is +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, 2021, our total assets were zero compared to $6,019 as of August 31, 2020. As of February 28, 2021, our total liabilities were $6 compared to $11,400 as of August 31, 2020.
Stockholders’ deficit was $6 as of February 28, 2021, compared to $5,381 as of August 31, 2020.
Three months ended February 28, 2021, compared to three months ended February 29, 2020.
The Company did not generate any revenue for the three months ended February 28, 2021 and three months ended February 29, 2020.
The Company registered net loss of $2,144 during the three months ended February 28, 2021, 44 compared to $4,568 during the three-months ended February 29, 2020.
Six months ended February 28, 2021, compared to six months ended February 29, 2020.
The Company did not generate any revenue during the six months ended February 28, 2021 and the six months ended February 29, 2020.
The Company registered net loss of $7,917 for the six months ended February 28, 2021, compared to $9,688 during the three months ended February 29, 2020.
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Cash Flows used by Operating Activities
For the six months period ended February 28, 2021, net cash flows used in operating activities were $8,026. Net cash flows used in operating activities were $6,930 for the six months period ended February 29, 2020.
Cash Flows from Financing Activities
For the six months ended February 28, 2021, net cash flows from financing activities were $2,350, which was financed 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.
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 (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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The independent registered public accounting firm auditors’ report accompanying our August 31, 2020, 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 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 reporting 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.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the three-month period covered by this report that have materially affected or are reasonably likely to materially affect, the Company’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
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued and outstanding during the three-month period ended February 28, 2021.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
ITEM 5. OTHER INFORMATION
ITEM 6. 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
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
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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: April 19, 2021||By:||/s/ Low Wai Koon|
Low Wai Koon, President, and Chief Executive Officer, and Chief Financial Officer
|13 | Page|
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the “Agreement”), made as of February 26, 2021 (the “Effective Date”), by and among Veniamin Minkov (Republic of Bulgaria Identity Card No. 64779xxxx) (the “Seller”), and Low Wai Koon (Malaysia Identity Card No. 701108-10-xxxx), (“the “Buyer”). Seller and Buyer, individually are referred to herein as a “Party,” and collectively as the “Parties”.
WI T N E S S E T H:
WHEREAS, UNEX Holdings Inc., a Nevada corporation (the “Company”) has authorized 75,000,000 shares of common stock, par value $0.001 per share, of which 2,970,000 shares of common stock are issued and outstanding as of the date hereof, of which the Seller controls 2,000,000 restricted shares of common stock.
NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties contained herein, and subject to the terms and conditions hereof, the Parties hereby agree as follows:
1. Sale and Purchase of Control Shares. Seller hereby agrees to sell 2,000,000 restricted shares of the Company’s common stock (the “Control Shares”) for an aggregate purchase price of Three Hundred Forty Thousand U.S. dollars (US$340,000), which includes the payment of a consulting fee in the amount of US$20,000 to AC Capital Inc. and Sinogoal Limited (the “Purchase Price”).
2. Closing. On or before February 26, 2021 (the “Closing” or the “Closing Date”):
a. Buyer and Seller shall exchange fully executed copies of the Agreement.
b. Seller shall deliver the certificate(s) evidencing the Control Shares together with valid signed stock power, medallion guaranteed or other form of signature guarantee that shall be acceptable to the Company’s transfer agent, together with all documents necessary to effectuate the transfer of the Control Shares to Loeb & Loeb LLP in preparation of the share transfer to be completed by Action Stock Transfer Corp. upon Closing.
c. Upon receiving the Joint Written Notice as set forth in the escrow agreement dated 31 January, 2021 (the “Escrow Agreement”), the Escrow Agent shall, without interest, release the escrow money in accordance with the Escrow Agreement.
d. A representative appointed by the Buyer shall be solely responsible for the distribution of the certificates representing the Control Shares and corresponding stock powers to the Buyer.
e. A representative appointed by the Seller shall be solely responsible for (i) the distribution of the Purchase Price to the Seller, and (iii) for the distribution of any such fees associated with the Closing, including any and all amounts owed to consultants, and any and all amounts owing by the Company which shall be paid by the Seller’s representative to make the liabilities of the Company NIL at Closing.
3. Conditions to Closing by the Buyer. The obligations of the Buyer to consummate the acquisition of the Control Shares are subject to the satisfaction of the following conditions:
a. Seller shall deliver to Loeb & Loeb LLP in preparation of the share transfer to be completed by Action Stock Transfer Corp. upon Closing, the Control Shares with valid signed stock power, medallion guaranteed or other form of signature guarantee that shall be acceptable to the Company’s transfer agent, together with all documents necessary to effectuate the transfer of the Control Shares, including, but not limited, to a Board Resolution demonstrating signature authority if the shares are in the name of a legal entity.
b. The Seller shall acknowledge that the Control Shares being transferred by the Seller are validly, issued fully paid and are non-assessable.
c. At the time of Closing, the Board of Directors shall consist of one current director (the “Existing Director”) and one director appointed by the Buyer (the “New Director”), and all officers of the Company shall resign and the new Board of Directors shall appoint new officers designated by the Buyer. Upon compliance by the Company with the information statement delivery requirements pursuant to Rule 14f-1 under the Securities Exchange Act of 1934, as amended, if applicable, the Existing Director shall resign and the vacancy created thereby shall be filled by directors designated by the New Director and the Buyer.
d. Counsel for the Buyer shall have completed a review of the Company’s book, records and filings and shall be satisfied with the results thereof.
e. At the Closing, the Company shall be current with all of its filings under the Securities Exchange Act of 1934, as amended, none of which filings shall contain a material misstatement or omission, and be compliant in all material respects with Sarbanes-Oxley and the rules and regulations promulgated pursuant thereto. At the Closing, the Company shall have made such filings as shall be required by applicable securities and other laws.
f. No material adverse changes shall have occurred in the business, properties and assets of the Company, other than changes occurring in the ordinary course of business.
g. The Company shall have no debts, no guarantees, no assets (contingent or otherwise) and no securities convertible into, or exchangeable or exercisable for, its securities immediately prior to the Closing.
h. The Company shall have no “strikes” with FINRA (e.g., no late 10-K or 10-Q filings).
i. At the Closing, the Company’s common stock shall be DTC eligible.
j. There shall be outstanding no options, warrants, or other securities exercisable or exchangeable for, or convertible into, shares of the Company’s common stock or any other security of the Company.
k. The Buyer shall have received from the Company all information necessary, in the sole discretion of the Buyer, to trace the title of the shares of the Company common stock from original issuance through the date of the Closing as well as the exemptions, if any, relied upon in connection therewith, and shall be satisfied therewith. Such information shall include, without limitation, all subscriptions, securities purchase agreements, cancelled checks relating thereto, and bank statements and deposit receipts of the Company unmarked and marked to indicate the dates upon which the subscription proceeds of each current or former stockholder were deposited with such bank. The officers and directors of the Company and accountants and/or auditors of the Company immediately prior to Closing shall upon request provide to Buyer and the designees thereof written confirmation of the accuracy and completeness of such information and any customary thereof prepared by or on behalf of any stockholder.
l. The transactions contemplated by this Agreement shall have been approved by all required corporate actions of the parties.
m. The parties intend to satisfy the terms of this Agreement in such a manner as to minimize the tax effect on the parties and agree to consider reasonable changes to the structure of the transaction in order to minimize taxes to be incurred by the parties.
n. The Seller shall cause each of the officers and directors of the Company to do all such further acts as shall be required to permit the Company to file any required documents (including 10-Ks, 10-Qs, 8-Ks, federal and state tax returns, or otherwise) to be filed at or following the Closing of the transactions contemplated hereby which reflect the business and operations of the Company prior to the Closing, and shall execute and deliver all certifications, if any, required to be filed by the Company with respect to financial statements of the Company reflecting in whole or in part the business and operations of the Company prior to such Closing.
o. At the Closing, the Seller shall deliver to the Buyer the CCC and CIK codes, related passwords and any other codes or passwords necessary of for the proper operations of the Company at it is now operated.
p. At the Closing the Seller shall deliver to the Buyer all the corporate books and records, including but not limited to the following:
1. All secretarial records
2. All business invoices
3. All bank statements
4. All tax returns
5. All accounting records
6. All bookkeeping software and/or data files which describe the business activities of the Company
q. The Seller shall cause the Company to terminate all existing contracts without liability and shall provide to the Buyer with written documentation that such contracts have been cancelled.
r. The Seller shall provide the Buyer with written evidence that all liabilities of the Company have been paid-off and settled reducing the Company’s liabilities to NIL at Closing.
4. Representations and Warranties of Seller. The Seller hereby represents and warrants to the Buyer, that the statements in the following paragraphs of this Section 4 are all true and complete as of the Effective Date and the Closing Date:
a. Full Power and Authority. The Seller represent that it has full power and authority to sell, transfer and deliver the Control Shares which are owned by or under the legal control of the Seller in accordance with the terms of this Agreement, and otherwise to consummate and close the transaction provided for in this Agreement in the manner and upon the terms herein specified.
b. Fully Paid and Non-Assessable. The Seller warrants that the Control Shares being transferred by the Seller have been validly issued, are fully paid, and are non-assessable.
c. Options, Warrants and Other Rights and Agreements Affecting Company Stock. The Seller warrants that the Company has no authorized or outstanding options, warrants, calls, subscriptions, rights, convertible securities or other securities as defined in the Federal Securities Act of 1933 (“Securities”) or any commitments, agreements, arrangements or understandings of any kind or nature obligating Company, in any such case, to issue shares of Company common stock or other Securities or securities convertible into or evidencing the right to purchase shares of Company capital stock or other Securities. Neither the Seller nor the Company is a party of any agreement, understanding, arrangement or commitment, or bound by any Articles or By-Law provision which creates any rights in any person with respect to the authorization, issuance, voting, sale or transfer of any shares of Company’s Stock or other Securities.
d. Conduct of Business in Compliance With Regulatory and Contractual Requirements. The Seller warrants that the Company is not currently conducting any business that is not in compliance with all laws and nor is Company in (i) violation of any laws of any governmental entities, or (ii) violation of any restrictive or similar covenant, agreement, commitment, understanding or arrangement.
e. Legal Proceedings. The Seller warrants that there is not and Seller is not aware of any action, suit, proceeding, claim, arbitration, or investigation by any governmental entity or other person (i) to which Company is or may be a party relating to the activities of the Company prior to the Closing Date, (ii) threatened against or relating to Company or any of Company’s assets or businesses, (iii) challenging Company’s right to execute, acknowledge, seal, deliver, perform under or consummate the transactions contemplated by this Agreement, or (iv) asserting any rights with respect to any of the Control Shares, and there is no basis for any such action, suit, proceeding, claim, arbitration or investigation.
f. Closing Date Assets and Liabilities. The Seller warrants that at Closing 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.
g. Leases and Other Agreements. The Seller warrants that at Closing the Company will have no outstanding leases, nor will it be subject to any other Agreement.
h. Employment Contracts. The Seller warrants that at Closing the Company will have no outstanding employment obligation of any kind.
i. Employees. The Seller warrants that at Closing, the Company shall have no obligations whatsoever, for any compensation or other amounts payable to any employee, director, consultant or independent contractor of Company, including, but not limited to bonus, salary, compensation, accrued vacation, fringe, pension or profit sharing benefits, or severance paid or payable to any employee, director, consultant or independent contractor of Company relating to service with or for the Company at any time prior to the Closing Date.
j. Disclosure. The Seller warrants that it has disclosed to the Company in this Agreement all material facts related to the transactions contemplated by this Agreement. No representation or warranty of the Seller contained in this Agreement or other agreements and instrument referred to in this Agreement, and no statement contained in any certificate, schedule, list or other writing furnished to Buyer pursuant to the provisions of this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary in order to make the statements herein or therein not misleading.
k. SEC Compliance. The Seller warrants that the Company is current on all its filings with the SEC, none of such filings contain a material misstatement or omission, and the Company is in compliance in all material respects with Sarbanes-Oxley and the rules and regulations promulgated thereunder.
5. Representations of Buyer. The Buyer hereby represents to the Seller that the statements in the following paragraphs of this Section 5 are all true and complete as of the Closing:
a. Source of Funds. The Buyer hereby represents that the funds used for the Purchase Price are not the proceeds of, nor are intended for or being transferred in the furtherance of, any illegal activity or activity prohibited by federal or state laws. Such illegal activity may include, but are not limited to, tax evasion; financial misconduct; environmental crimes; activity involving drugs and other controlled substances; counterfeiting; espionage; kidnapping; smuggling; copyright infringement; entry of goods into the United States by means of false statements; terrorism; terrorist financing or other material support of terrorists or terrorism; arms dealing; bank fraud; wire fraud; mail fraud; concealment of assets or any effort by conspiracy or otherwise to defeat, defraud or otherwise evade, any party or the court in a bankruptcy proceeding, a receiver, a custodian, a trustee, a marshal, or any other officer of the court or government or regulatory official; bribery or any violation of the Foreign Corrupt Practices Act; trading with enemies of the United States; forgery; or fraud of any kind. Buyer further warrant that all transfers of monies will be in accordance with the Money Laundering Control Act of 1986 as amended.
b. Full Power and Authority. The Buyer represents that they have full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
c. Investment Experience. The Buyer understands that purchase of the Control Shares involves substantial risk. The Buyer:
i. has experience as purchasers in securities of companies in the development stage and acknowledges that they can bear the economic risk of Buyer’ investment in the Control Shares;
ii. has such knowledge and experience in financial, tax, and business matters so as to enable the Buyer to evaluate the merits and risks of an investment in the Control Shares and Debt, to protect the Buyer’s own interests in connection with the investment and to make an informed investment decision with respect thereto; and
iii. are purchasing for investment intent and without a view towards a distribution.
d. No Oral Representations. No oral or written representations have been made other than or in addition to those stated in this Agreement. The Buyer is not relying on any oral or written statements made by the Seller, the Seller’s representatives, employees or affiliates in purchasing the Control Shares.
e. Compliance. The Buyer shall comply with all applicable securities laws, rules and regulations regarding this Agreement, the transactions contemplated hereby and all related transactions.
6. Indemnification of Buyer. The Seller shall indemnify and hold harmless the Buyer from and against any losses, damages or expenses which may be suffered or incurred by the Buyer arising from or by reason of the inaccuracy of any statement, representation or warranty of the Seller made herein or any certificate delivered in connection herewith, or the failure of Seller to perform any agreement made by them herein. The Buyer shall give the Seller prior written notice of any claim, demand, suit or action with respect to which indemnity may be sought pursuant to this Section. The Seller, in every such case, shall have the right at its sole expense and cost to participate in contesting the validity or the amount of any such claim, demand, suit or action. In the event that the Buyer suffers loss, damage or expense and is entitled to indemnification under this Section, the amount of any such loss, damage or expense shall be assessed against and shall be paid by the Seller.
7. Indemnification of Seller. The Buyer shall indemnify the Seller and shall hold the Seller harmless, on demand, from and against any losses, damages or expenses which may be suffered or incurred by the Seller arising from or by reason of the inaccuracy of any statement, representation or warranty of the Buyer made herein or in any document or instrument delivered by the Buyer in connection with the transactions herein contemplated, or the failure of the Buyer to perform any agreement or covenant made by it herein or in any document or instrument delivered by Buyer to Seller in connection with the transaction herein contemplated.
8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to any other choice or conflict of law provision that would cause the application of the laws of any other jurisdiction other than the State of Nevada.
9. Term/Survival. The terms of this Agreement shall be effective as of the Effective Date, and shall survive the termination of this Agreement.
10. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.
11. Counterparts. This Agreement may be executed in person or electronically in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A telefaxed copy of this Agreement shall be deemed an original.
12. Headings. The headings used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize or in any way affect the interpretation of any provision of this Agreement.
13. Ambiguities. Each Party and its counsel have participated fully in the review and revision of this Agreement. The Parties understand and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any Party.
14. Costs, Expenses. Each Party hereto shall bear its own costs in connection with the preparation, execution and delivery of this Agreement.
15. Modifications and Waivers. No change, modification or waiver of any provision of this Agreement shall be valid or binding unless it is in writing, dated subsequent to the execution of this Agreement, and signed by all the Parties. No waiver of any breach, term, condition or remedy of this Agreement by any Party shall constitute a subsequent waiver of the same or any other breach, term, condition or remedy. All remedies, either under this Agreement, by law, or otherwise afforded the Buyer shall be cumulative and not alternative.
16. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.
17. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.
18. Further Assurances. From and after the date of this Agreement, upon the request of the Buyer or the Seller, the Buyer and the Seller shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.
19. Notices. All notices or other communications required or permitted by this Agreement shall be in writing and shall be deemed to have been duly received:
a. if given by telecopier or email, when transmitted and received if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission;
b. if given by certified or registered mail, return receipt requested, postage prepaid, three business days after being deposited in the U.S. mails; and
c. if given by courier or other means, when received or personally delivered, and, in any such case, addressed as indicated herein, or to such other addresses as may be specified by any such Person to the other Person pursuant to notice given by such Person in accordance with the provisions of this Section 19.
[Signature Page Follows]
In witness whereof, this Agreement has been duly executed by the parties hereto as of the date first above written.
|Seller: Veniamin Minkov|
|/s/ Veniamin Minkov|
|Buyer: Low Wai Koon|
|/s/ Low Wai Koon|
|Number of Restricted Shares Purchased: 2,000,000|
Certification of Chief Executive Officer pursuant to Securities Exchange
Act of 1934 Rule 13a-14(a) or 15d-14(a).
I, Low Wai Koon, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of UNEX HOLDINGS INC.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|April 19, 2021||By:||/s/ Low Wai Koon|
|Name:||Low Wai Koon|
President and, Chief Executive Officer, and Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of UNEX HOLDINGS INC. (the “Company”) on Form 10-Q for the quarter ended February 28, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Low Wai Koon, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
April 19, 2021
|By:||/s/ Low Wai Koon|
|Name:||Low Wai Koon|
|Title:||President and Chief Executive Officer and Chief Financial Officer|