NOTES
TO FINANCIAL STATEMENTS
Note
1 – organization and business operations
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 an 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
August 31, 2021, are prepared using generally accepted accounting principles in the United States of America applicable as a going concern,
which contemplates the realization of assets and liquidation of liabilities in the ordinary course of business. The Company has yet to
establish an ongoing source of revenue to finance its operating expenses and to continue operating as a going concern. The Company has
accumulated loss from inception (February 17, 2017) to August 31, 2021 of $92,626. These factors raised substantial doubt about the ability
of the Company to continue operating as a going concern for a reasonable period of time.
In order to continue operating as a going concern,
the Company is committed to work on procuring financial resources and develop business plans. The Management plans to procure financial
resources from the Management and major shareholders to fund operating expenses as well as seeking third party equity and/or debt financing
to implement its business plans. However, the Management is not able to provide any assurances that the Company will successfully executing
the plans in the near term. 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
Basis
of Presentation
The
accompanying audited financial statements as of August 31, 2021 and August 31, 2020 have been prepared in accordance with accounting
principles generally accepted in the United States of America (“GAAP”). In the opinion of management, such financial information
includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company’s
financial position at such date and the operating results and cash flows for such periods. Operating results for the twelve months ended
August 31, 2021 are not necessarily indicative of the results that may be expected for any subsequent interim period or for the next
entire year.
The
Company has adopted an August 31 fiscal year-end.
Use
of Estimates
The
preparation of the audited financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities, expenses and disclosure of contingent liabilities at the date of the financial statements.
The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that
it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from
the estimates that may cause the Company’s future results to be affected.
Cash
and Cash Equivalents
The
Company considers all highly liquid short-term instruments that are purchased with an original maturity of three months or less to be
cash equivalents. The Company did not have any cash equivalents as of August 31, 2021.
Property
and Equipment
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.
Stock
Subscriptions Receivable
Stock
subscriptions are recorded as contra-equity on the day the subscription agreement is signed and accepted by the Company. All stock subscribed
as of the date of these financial statements has been fully paid.
Net
Loss per Common Share
Net
loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined
by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”)
calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year.
Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares
and dilutive common share equivalents outstanding.
Income
Taxes
The
Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires,
among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the
recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying
amounts and the tax bases of assets and liabilities
A
valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the
net deferred asset will not be realized.
The
Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed,
it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject
to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance
with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which,
based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination,
including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.
Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more
than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated
with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits
in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon
examination. The Company believes its tax positions will be highly certain of being upheld upon examination. As such, the Company has
not recorded a liability for uncertain tax benefits.
The
Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position
is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively
settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered
effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely
than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open.
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 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.
Recent
Accounting Pronouncements
Except
for rules and interpretive releases of the SEC under the authority of federal securities laws and a limited number of grandfathered standards,
the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized
by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will
not have a material impact on the Company’s present or future financial statements.
In
December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which enhances and simplifies various aspects of the income tax
accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination,
ownership changes in investments, and interim-period accounting for enacted changes in tax law. The amendment will be effective for public
companies with fiscal years beginning after December 15, 2020; early adoption is permitted. The Company is evaluating the impact of this
amendment on its financial statements.
In
February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC
Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards
Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies.
ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December
15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate
a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its financial
statements.
NOTE
4 – FIXED ASSETS
On
September 24, 2018, the Company purchased a computer for $950. For the years ended August 31, 2021 and 2020, the Company recognized $158
and $317 in depreciation expense, respectively. The Company depreciates this asset over a period of thirty-six (36) months which has
been deemed its useful life.
On
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 payable of $1,950. The Company wrote-off
stock payable of $1,950 based on the terms of the Agreement disclosed in Note 7 wherein 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.
As
of August 31, 2021 and 2020, the Company had 2,970,000 shares and 2,970,000 shares issued and outstanding, respectively.
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 attains 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
February 17, 2017 (Inception) through February 28, 2021, the Company’s sole officer and director loaned the Company $11,567 to
pay for incorporation costs and operating expenses. The loan is unsecured, non-interest bearing and repayable on demand.
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 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 disclosed in Note 7 wherein 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.
During the year ended August 31, 2021, a company
related to Dr Low Wai Koon, the Company’s new sole officer and director, has paid fees on behalf of the Company in view that the
Company has yet to open new bank account in the United States of America after Change of Control disclosed in Note 7 due to travel restrictions
imposed as a result of Covid-19 pandemic. The amount due to related parties were provided as unsecured obligations. The funds were used
to pay audit and professional fees on behalf of the Company. The obligations bear no interest, have no fixed term and are not evidenced
by any written agreement. As of August 31, 2021, the balance in due to related party is $44,134.
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 was effective immediately. Mr. Minkov’s resignation as a director became effective on March 4, 2021.
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.
NOTE
8. INCOME TAXES
The
Company has no tax provision for any period presented due to our history of operating losses.
In
the event an ownership change, Section 382 imposes an annual limitation on the amount of taxable income we may offset with U.S. NOLs.
This annual limitation is generally equal to the product of the value of our shares on the date of the ownership change multiplied by
the long-term tax-exempt rate in effect on the date of the ownership change. The long-term tax-exempt rate is published monthly by the
Internal Revenue Service. Any unused Section 382 annual limitation may be carried over to later years until the applicable expiration
date for the respective U.S. NOLs.
As
of August 31, 2021, the Company had estimated net operating loss carryforwards of approximately $0.1 million. The ownership change (refer
to Note 7), as defined under Section 382, our ability to utilize our U.S. NOLs would become substantially limited. Future tax benefits
which may arise as a result of these losses have not been recognized in these financial statements, as management has determined that
their realization is not likely to occur and accordingly, the Company has recorded a valuation allowance for the full value of the deferred
tax asset relating to these tax losses carry forwards. Additionally, the Company has not filed tax returns; accordingly the potential
realizability of this loss in future periods is indeterminable.
NOTE
9. SUBSEQUENT EVENTS
In
accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to August 31, 2021 to the date
these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these
consolidated financial statements.