EVOH 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 29, 2020 [ ] 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) Nevada 98-1353613 8713(State or Other Jurisdiction ofIRS EmployerPrimary Standard IndustrialIncorporation or Organization)Identification NumberClassification Code Number Unex Holdings Inc. Ul. Sveti Kliment Ohridski 27, Apt. 8 Burgas, Bulgaria 8000 Tel. +359-884303333 (Address and telephone number of registrant's executive office) 1 | Page 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 March 26, 2020Common Stock, $0.0012,970,000 2 | Page UNEX HOLDINGS INC. Part I FINANCIAL INFORMATION Item 1 FINANCIAL STATEMENTS (UNAUDITED) 4 Item 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11 Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 13 Item 4 CONTROLS AND PROCEDURES 13 PART II OTHER INFORMATION Item 1 LEGAL PROCEEDINGS 14 Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS14 Item 3 DEFAULTS UPON SENIOR SECURITIES 14 Item 4 MINE SAFETY DISCLOSURES 14 Item 5 OTHER INFORMATION 14 Item 6 EXHIBITS 14 SIGNATURES 14 3 | Page UNEX HOLDINGS INC. BALANCE SHEETS FEBRUARY 29, 2020AUGUST 31, 2019 (Unaudited)(Audited)ASSETS Current Assets Cash$ 10,760$ 15,740 Subscription receivable -1,800 Total current assets10,76017,540 Non-Current assets Equipment net of depreciation502660 Total non-current assets502660 Total Assets $ 11,262$ 18,200 LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent Liabilities Loan from related parties$ 9,217$ 9,217 Stock refund payable1,950- Accounts Payable780- Total current liabilities 11,9479,217Total Liabilities11,9479,217 Stockholders’ Equity Common stock, $0.001 par value, 75,000,000 shares authorized; 2,970,000 shares issued and outstanding (2,970,000 shares issued and outstanding as of August 31, 2019)2,9702,970 Additional Paid-In-Capital22,73022,730 Accumulated Deficit(26,385)(16,717)Total Stockholders’ Equity (685)8,983 Total Liabilities and Stockholders’ Equity $ 11,262 18,200 The accompanying notes are an integral part of these unaudited financial statements. 4 | Page UNEX HOLDINGS INC. STATEMENTS OF OPERATIONS (Unaudited) Three months ended February 29, 2020Three months ended February 28, 2019Six months ended February 29, 2020Six months ended February 28, 2019 Operating expenses General and administrative expenses$ 4,568$ 4,589$ 9,668$ 11,179Loss before provision for income taxes(4,568)(4,589)(9,668)(11,179)Provision for income taxes----Net loss$ (4,568)$ (4,589)$ (9,668)$ (11,179)Loss per common share:Basic and Diluted$ (0.00)$ (0.00)$ (0.00)$ (0.00) Weighted Average Number of Common Shares Outstanding:Basic and Diluted3,005,3302,273,5553,017,1152,271,767 The accompanying notes are an integral part of these unaudited financial statements. 5 | Page UNEX HOLDINGS INC. STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY FOR THE PERIOD FROM August 31, 2018 TO FEBRUARY 29, 2020 (Unaudited) Number ofCommonShares AmountAdditional Paid-in-CapitalDeficitaccumulated Total Balances as of August 31, 2018 2,270,000$ 2,270$ 2,430$ (1,014)$ 3,685Net loss ---(6,590)(6,590)Balance as of November 30, 20182,270,0002,2702,430(7,604)(2,904)Net loss ---(4,589)(4,589)Balance as of February 28, 20192,270,0002,2702,430(12,193)(7,493) Balance as of August 31, 20192,970,0002,970 22,730 (16,717) 8,983Shares issued at $0.0365,000651,885-1,950Net loss ---(5,100)(5,100)Balance as of November 30, 20193,035,0003,035 24,615 (21,817) 5,833Common Shares canceled(65,000)(65)(1,885)-(1,950)Net loss - -(4,568)(4,568)Balance as of February 29, 20202,970,000$ 2,970$ 22,730$ (26,385)$ (685) The accompanying notes are an integral part of these unaudited financial statements. 6 | Page UNEX HOLDINGS INC. STATEMENTS OF CASH FLOWS(Unaudited) Six months ended February 29, 2020Three months ended February 28, 2019Cash flows from Operating Activities Net loss$ (9,668)$ (11,179) Amortization expenses158132 Subscription Receivable1,800- Increase in Accounts payable780500 Net cash used in operating activities(6,930)(10,547) Cash flow from Investing Activities Purchase of equipment-(950) Net cash used by investing activities-(950) Cash flow from financing Activities Proceeds from sale of common stock1,9501,800 Net cash provided financing activities1,9501,800 Net increase (decrease) in cash and equivalents(4,980)(9,697)Cash at beginning of the period15,74012,903Cash at end of the period$ 10,760$ 3,206 Supplemental cash flow information: Cash paid for: Interest $ -$ - Taxes $ -$ - Supplemental disclosure of non-cash investing and financing information: Repurchase of common stock for refund payable$ 1,950$ - The accompanying notes are an integral part of these unaudited financial statements. 7 | Page UNEX HOLDINGS INC. NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED FEBRUARY 29, 2020 AND FEBRUARY 28, 2019(Unaudited) 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 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 29, 2020, 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 29, 2020 of $26,385. 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 29, 2020 (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, 2019 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. 8 | Page Advertising Costs The Company’s policy regarding advertising is to expense advertising when incurred. The Company did not incur advertising expense during period ended February 29, 2020. Stock-Based Compensation As of February 29, 2020, 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 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 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. 9 | Page Subsequent Events The Company has evaluated all events that occurred after the balance sheet date of February 29, 2020 through the date these financial statements were issued, and did not have any material recognizable subsequent events after February 29, 2020. NOTE 4 – FIXED ASSETS On September 24, 2018, the company purchased computer for $950. The Company depreciates this asset over a period of thirty-three (36) months which has been deemed its useful life. 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 three-month period ended November 30, 2019, the Company issued 65,000 common stock at $0.03 per share for the total proceeds of $1,950. For the three-month period ended February 29, 2020, the Company canceled 65,000 of its common stock and accrued a stock refund payable of $1,950. As of February 29, 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 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 29, 2020, the Company’s sole officer and director loaned the Company $9,217 to pay for incorporation costs and operating expenses. The loan is non-interest bearing, due upon demand and unsecured. 10 | Page ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION FORWARD LOOKING STATEMENTS 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.]()

GENERAL INFORMATION 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 Ul. Sveti Kliment Ohridski 27, Apt. 8, Burgas, Bulgaria 8000. Our telephone number is +359-884303333. 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 29, 2020, our total assets were $11,262 compared to $18,200 in total assets at August 31, 2019. As of February 29, 2020, our total liabilities were $11,947 compared to $9,217 as of August 31, 2019. Stockholders’ deficit was $685 as of February 29, 2020 compared to stockholders’ equity of $8,983 as of August 31, 2019.

Three months ended February 29, 2020 compared to three months February 28, 2019.

During the three months periods ended February 29, 2020 and 2019, we did not generate any revenue. During the three months ended February 29, 2020, we incurred expenses of $4,568 compared to $4,589 incurred during the three-month period ended February 28, 2019. Our net loss for the three months ended February 29, 2020 was $4,568 compared to $4,589 during the three-month period ended February 28, 2019. 11 | Page Six months ended February 29, 2020 compared to six months February 28, 2019. During the six months periods ended February 29, 2020 and 2019, we did not generate any revenue. During the six months ended February 29, 2020, we incurred expenses of $9,668 compared to $11,179 incurred during the three-month period ended February 28, 2019. Our net loss for the six months ended February 29, 2020 was $9,668 compared to $11,179 during the three-month period ended February 28, 2019. Cash Flows used by Operating Activities For the six-month period ended February 29, 2020, net cash flows used in operating activities was $6,930. Net cash flows used in operating activities was $10,547 for the six-month period ended February 28, 2019. 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 29, 2020. During the six-month period ended February 28, 2019, the Company purchased computer equipment to make operations more efficient. Cash Flows from Financing Activities For the six-month period ended February 29, 2020, net cash flows from financing activities was $1,950 received from proceeds from issuance of common stock compared to $1,800 for the six-month period ended February 28, 2019. 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. 12 | Page GOING CONCERN The independent registered public accounting firm auditors' report accompanying our August 31, 2019 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 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. 13 | Page 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 three-month period ended February 29, 2020.

ITEM 4. MINE SAFETY DISCLOSURES Not applicable to our Company.

ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS Exhibits:

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*

*Previously filed

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.

14 | Page

exhibit31_1.htm - Generated by SEC Publisher for SEC Filing

Exhibit 31 .1

Certification of Chief Executive Officer pursuant to Securities Exchange

Act of 1934 Rule 13a-14(a) or 15d-14(a).

I, Veniamin Minkov, 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:

exhibit32.htm - Generated by SEC Publisher for SEC Filing

Exhibit 32 .1

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 29, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Veniamin Minkov, 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:

March 27 , 2020 By: S/ Veniamin Minkov

Name: Veniamin Minkov

Title: President and Chief Executive Officer and Chief Financial Officer