S-1/A 1 s-1-a-1dec7.htm Form S-1 January 2018

Registration No. 333-228161


As filed with the Securities and Exchange Commission on December 7 , 2018


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM S-1

Amendment #1



REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


________________________




UNEX HOLDINGS INC.

 (Exact name of registrant as specified in its charter)

 

 

 


Nevada

98-1353613

8713

(State or Other Jurisdiction of

IRS Employer

Primary Standard Industrial

Incorporation or Organization)

Identification Number

Classification Code Number



Unex Holdings Inc.

Ul. Sveti Kliment Ohridski 27, Apt. 8

Burgas, Bulgaria 8000

Tel. +359-884303333

Email: unexholdings@yahoo.com


(Address and telephone number of principal executive offices)


INCORP SERVICES, INC.

 3773 HOWARD HUGHES PARKWAY, STE. 500S

LAS VEGAS, NV 89169-6014

TEL. (702) 866-2500

FAX.  (702) 866-2689


(Name, address and telephone number of agent for service)



Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.



If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. xx



If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. oo



If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. oo



If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. oo




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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act:


Large accelerated filer ¨   Accelerated filer ¨    Non-accelerated filer   ¨   Smaller reporting company ¨ Emerging growth company x

(Do not check if a smaller reporting company)


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act: x



CALCULATION OF REGISTRATION FEE

==================================================================================

                                       

                          

Proposed              Proposed

Title of                                                       

maximum            maximum

securities                                                                 

amount                offering            Aggregate           Amount    

to be                 

                                                       to be                     price                offering     

registered           

                                                       registered             per share          price                      fee

--------------------------------------------------------------------------------------------------------------------------------------------

Common Stock to be offered by the Issuer                        5,000,000              $0.03               $150,000             $17.05

Common Stock to be offered by the selling stockholder s      270,000             $0.03                   $8,100               $0.92

==================================================================================

Total

      5,270,000             $0.03               $183,000             $17.97    


The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such section 8(a), may determine.



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UNEX HOLDINGS INC.

5,000,000 SHARES OF COMMON STOCK OFFERED BY THE COMPANY

NO MINIMUM

AND

270,000 SHARES OF COMMON STOCK OFFERED BY THE SELLING STOCKHOLDERS

$0.03 per share



This is the initial offering of Common Stocks of Unex Holdings Inc. and no public market exists for the securities being offered. Unex Holdings Inc. is offering for sale a total of 5,000,000 shares of its Common Stock on a "self-underwritten", best-effort basis. In addition, the selling stockholder s identified in this prospectus are selling 270,000 shares of common stock. If the selling stockholder s sell all 270,000 shares of their stock, the net proceeds to the selling stockholder s would be $8,100. We will not receive proceeds from the sale of any shares by the selling stockholders.  The shares (for both, the Company and selling shareholder) will be offered at a fixed price of $0.03 per share for a period not to exceed 270 days from the date of this prospectus, unless extended by our Board of Directors for an additional 90 days. The offering is being conducted on a self-underwritten, best efforts basis, which means our President, Veniamin Minkov, will attempt to sell the shares. We are making this offering without the involvement of underwriters or broker-dealers.



There is no minimum number of shares required to be purchased. This offering is on a best effort basis, meaning, no minimum number of shares must be sold.  See "Use of Proceeds" and "Plan of Distribution".



Unex Holdings Inc. is a development stage, start-up company. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a complete loss of your investment.


There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board and/or OTC Link. To be eligible for quotation, issuers must remain current in their quarterly and annual filings with the SEC. If we are not able to pay the expenses associated with our reporting obligations, we will not be able to apply for quotation on the OTC Bulletin Board and/or OTC Link. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.


BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY, RISK FACTORS SECTION, BEGINNING ON PAGE 6.



Unex Holdings Inc. qualifies as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”).


Subscription funds that are accepted by the Company will be deposited directly into its operating account and will not be held in escrow.  The funds will be available for immediate use by the Company.  The Company does not have a minimum capitalization requirement and therefore no other subscription, escrow or impound account is being established for the Offering. The invested funds are irrevocable and will not be returned to investors.   


Neither the U.S. Securities and Exchange Commission nor any state securities division has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


Proceeds to Company in Offering


                    

Offering         

 Total

                     

Price          

Amount of       

Underwriting       

Proceeds

                   

Per Share        

Offering        

Commissions         

to Us

                   

---------        

--------        

-----------         

-----

Common Stock           $0.03          

$150,000            

$0         

$150,000





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.



Subject to Completion,


Dated_________________, 2018



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TABLE OF CONTENTS



SUMMARY OF PROSPECTUS

 

5

GENERAL INFORMATION ABOUT OUR COMPANY

 

5

THE OFFERING

 

5

RISK FACTORS

 

6

RISKS ASSOCIATED WITH OUR COMPANY

 

6

RISKS ASSOCIATED WITH THIS OFFERING

 

8

USE OF PROCEEDS

 

11

DETERMINATION OF OFFERING PRICE

 

11

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

 

11

PLAN OF DISTRIBUTION

 

12

OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTOR

 

12

TERMS OF THE OFFERING

 

13

DEPOSIT OF OFFERING PROCEEDS

 

13

PROCEDURES FOR AND REQUIREMENTS FOR SUBSCRIBING

 

13

DESCRIPTION OF SECURITIES

 

13

INTEREST OF NAMED EXPERTS AND COUNSEL

 

14

DESCRIPTION OF BUSINESS

 

14

LEGAL PROCEEDINGS

 

17

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

17

FINANCIAL STATEMENTS

 

18

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

18

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

20

DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON

 

20

EXECUTIVE COMPENSATION

 

21

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

22

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

23

INDEMNIFICATION 

 

23

AVAILABLE INFORMATION

 

23

 



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UNEX HOLDINGS INC.

Ul. Sveti Kliment Ohridski 27, Apt. 8

Burgas, Bulgaria 8000


 SUMMARY OF PROSPECTUS

You should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this prospectus. In this prospectus, unless the context otherwise denotes, references to "we," "us," "our" and "Unex" are to Unex Holdings Inc.



GENERAL INFORMATION ABOUT OUR COMPANY


Unex Holdings Inc. was incorporated in the State of Nevada on February 17, 2017.  We are a development stage company and intend to provide geodesy services. Geodesy also known as geodetics, is the earth science which deals with the methods of precise measurements of elements of the surface of the earth and their treatment for the determination of geographic positions on the surface of the earth. Geodetic survey helps to determine the exact location of specific points to be applied to a plan, digital model or map. We intend to generate revenue by providing our geodesy services to government and private companies and anticipate that our main customers will be companies involved in construction industry that need construction geodesy.


As of today, we have not generated any revenues. Our limited start-up operations have consisted of the formation of the company, developing of our business plan, identification of our target market and negotiation of supply and potential customers contracts.  Our auditor has raised substantial doubt about our ability to continue as a going concern. Currently our President devotes approximately 25 hours a week to the company. We will require the funds from this offering in order to fully implement our business plan as discussed in the "Plan of Operation" section of this prospectus.


Our administrative office of the company is currently located at the premises of our President, Veniamin Minkov, which he provides to us on a rent-free basis at Ul. Sveti Kliment Ohridski 27, Apt. 8, Burgas, Bulgaria 8000.  We plan to use these offices until we require larger space. Our fiscal year-end is August 31.



THE OFFERING



Following is a brief summary of this offering. Please see the Plan of Distribution section for a more detailed description of the terms of the offering.



Securities Being Offered by the Company:

5,000,000 shares of common stock, par value $0.001


Securities Being Offered by the Selling Shareholder:

270,000 shares of common stock, par value $0.001



Offering Price per Share:

$0.03



Offering Period:

The shares are being offered for a period not to exceed 270 days, unless extended by our Board of Directors for an additional 90 days. There is no minimum offering of the shares before the expiration date of the offering.



Net Proceeds to Our Company

(after payment of offering expenses estimated at $12,000):

$138,000, if 100% of Offering is sold.

$100,500, if 75% of Offering is sold.

$63,000, if 50% of Offering is sold

$25,500, if 25% of Offering is sold.

There is no guarantee that we will receive any proceeds from the Offering.



Use of Proceeds:

We intend to use the proceeds to start up and expand our business operations.


We will not receive any proceeds from the sale of shares of common stock in this offering by the selling stockholder s .


Number of Shares Outstanding Before the Offering:

2,270,000


Number of Shares Outstanding After the Offering:

7,000,000 if all shares are sold







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Our officer, director, control person and/or affiliates do not intend to purchase any shares in this offering.

Selected Financial Data:

The Following financial information summarizes the more complete historical financial information at the end of this prospectus. The total Expenses are composed of incorporation, banking costs and general operating expenses.


     As of August 31, 2018 (Audited)

     

Balance Sheet

Total Assets

$12,903

                                    

Total Liabilities

$9,217

Stockholders’ Equity (Deficit)

$3,686


Period from February 17, 2017 (inception) to August 31, 2018

   

---------------

Income Statement

Total Expenses

$1,014

Net Income (Loss)

$(1,014)


     As of November 30, 2018 (Unaudited)

     

Balance Sheet

Total Assets

$6,313

                                    

Total Liabilities

$9,217

Stockholders’ Equity (Deficit)

$(2,904)


Three month ended November 30, 2018

   

---------------

Income Statement

Total Expenses

$6,590

Net Income (Loss)

$(6,590)



RISK FACTORS



An investment in these securities involves an exceptionally high degree of risk and is extremely speculative in nature. The followings are what we believe are the material risks involved if you decide to purchase shares in this offering.



RISKS ASSOCIATED WITH OUR COMPANY


OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT HAS EXPRESSED A SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

 

The Company currently has losses and has not completed its efforts to establish a stabilized source of revenue which is sufficient enough to cover operating costs over an extended period of time. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.



WE DO NOT YET HAVE ANY SUBSTANTIAL ASSETS AND ARE TOTALLY DEPENDENT UPON THE PROCEEDS OF THIS OFFERING TO FULLY FUND OUR BUSINESS. IF WE DO NOT SELL AT LEAST 30% OF THE SHARES IN THIS OFFERING AND RECEIVE AT LEAST 30% OF THE MAXIMUM PROCEEDS, WE WILL HAVE TO SEEK ALTERNATIVE FINANCING TO COMPLETE OUR BUSINESS PLANS OR ABANDON THEM.


The only cash currently available is the cash paid by our founder for the acquisition of his shares and our shareholders for the acquisition of their shares as well as loans from Mr. Minkov. In the event we do not sell all of the shares and raise the total offering proceeds, there can be no assurance that we would be able to raise the additional funding needed to implement our business plans or that unanticipated costs will not increase our projected expenses for the year following completion of this offering.


SINCE WE ARE A DEVELOPMENT STAGE COMPANY, WE HAVE GENERATED NO REVENUES. SINCE WE LACK AN OPERATING HISTORY, AN INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.


Our company was incorporated on February 17, 2017. We have recently started our operations and we have not realized revenues. Based upon current plans, we expect to incur operating losses in future periods as we incur significant expenses associated with the initial startup of our business. Further, we cannot guarantee that we will be successful in realizing sufficient revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares you purchase in this offering.


WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE SUFFICIENT REVENUES; THEREFORE, PURCHASE OF OUR STOCKS COULD RESULT IN A TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.


As of today, have not generated any revenues from operations. In order for us to continue with our plans and open our business, we must raise our initial capital to do so through this offering. The timing of the completion of the milestones needed to commence operations and generate substantial revenues is contingent on the success of this offering. There can be no assurance that we will generate substantial revenues or that revenues will be sufficient to maintain our business. As a result, you could lose all of your investment if you decide to purchase shares in this offering and we are not successful in our proposed business plans.




6





VENIAMIN MINKOV, OUR PRESIDENT AND DIRECTOR OF THE COMPANY, CURRENTLY DEVOTES APPROXIMATELY 25 HOURS PER WEEK TO COMPANY MATTERS. HE DOES NOT HAVE ANY PUBLIC COMPANY EXPERIENCE AND IS ALSO INVOLVED IN OTHER BUSINESS ACTIVITIES. THE COMPANY'S NEEDS COULD EXCEED THE AMOUNT OF TIME OR LEVEL OF EXPERIENCE HE MAY HAVE. THIS COULD RESULT IN HIS INABILITY TO PROPERLY MANAGE COMPANY AFFAIRS, RESULTING IN OUR REMAINING A START-UP COMPANY WITH NO REVENUES OR PROFITS.


Our business plan does not provide for the hiring of any additional employees unless we sell at least 50% of the shares offered or until sales will support the expense, which is estimated to begin during first part of the year of 2019.  Until that time the responsibility of developing the company's business, the offering and selling of the shares through this prospectus and fulfilling the reporting requirements of a public company all fall upon Mr. Minkov. While Mr. Minkov does any fiduciary duties to in respect of his other business ventures or, in fact, any companies other than the Company, as a practical matter he is presently unable to devote full time to the Company’s business. Our sole officer and director has no experience in a public company setting, including serving as a principal accounting officer or principal financial officer. We have not formulated a plan to resolve any possible conflict of interest with his other business activities. In the event Mr. Minkov is unable to fulfill any aspect of his duties to the company we may experience a shortfall or complete lack of sales resulting in little or no profits and eventual closure of the business.


OUR SOLE OFFICER AND DIRECTOR RESIDES OUTSIDE THE UNITED STATES OF AMERICA.


Mr. Minkov resides outside the United States of America.  As a result, it may be difficult or impossible for investors to effect service of process upon Mr. Minkov or to enforce against such person’s judgments obtained in the United States courts predicated upon the liability provisions of the United States Securities Laws.


THE LOSS OF THE SERVICES OF VENIAMIN MINKOV COULD SEVERELY IMPACT OUR BUSINESS OPERATIONS AND FUTURE DEVELOPMENT, WHICH COULD RESULT IN A LOSS OF REVENUES AND YOUR ABILITY TO EVER SELL ANY SHARES YOU PURCHASE IN THIS OFFERING.


Our performance is substantially dependent upon our President, Veniamin Minkov. The loss of his services could result in a loss of revenues, which could result in a reduction of the value of any shares you purchase in this offering.


IF WE DO NOT ATTRACT SUFFICIENT NUMBER OF CUSTOMERS, WE WILL NOT MAKE SIGNIFICANT PROFIT, WHICH ULTIMATELY RESULT IN A CESSATION OF OPERATIONS.


The Company currently has no customers. We cannot guarantee we will ever have any customers. Even if we obtain customers, there is no guarantee that we will generate any revenues, which can negatively impact our business.


BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, OUR MARKETING CAMPAIGN MAY NOT BE ENOUGH TO ATTRACT SUFFICIENT NUMBER OF CUSTOMERS TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE WILL SUSPEND OR CEASE OPERATIONS.


Due to the fact we are small and do not have much capital, we must limit our marketing activities and may not be able to make our services known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.


THE SURVEYING INDUSTRY IS CYCLICAL AND IS SENSITIVE TO CHANGING ECONOMIC CONDITIONS. GENERAL ECONOMIC SLOWDOWN OR RECESSION COULD ADVERSELY IMPACT OUR BUSINESS.


The surveying industry has been subject to substantial cyclical variation characterized by periods of oversupply and weak demand. We believe that many factors affect the industry, including consumer confidence in the economy, the level of personal discretionary spending, interest rates, fuel prices, credit availability and unemployment rates. At this time, we cannot predict the severity or duration of future slowdowns and we cannot assure that our business will not be materially adversely affected by them.


PRICE COMPETITION COULD NEGATIVELY AFFECT OUR GROSS MARGINS.


Price competition could negatively affect our operating results. To respond to competitive pricing pressures, we will have to offer our services at lower prices in order to retain or gain market share and customers. If our competitors offer discounts on services in the future, we will need to lower prices to match the competition, which could adversely affect our gross margins and operating results.


OUR BUSINESS CAN BE AFFECTED BY CURRENCY RATE FLUCTUATION.


Because we plan to provide geodesy services in Europe, we are likely to be affected by changes in foreign exchange rates. To protect our business, we may enter into foreign currency exchange contracts with major financial institutions to hedge the overseas purchase transactions and limit our exposure to those fluctuations. If we are not able to successfully protect ourselves against those currency rate fluctuations, then our profits on the services subject to those fluctuations would also fluctuate and could cause us to be less profitable or incur losses, even if our business is doing well.




7



THE SARBANES-OXLEY ACT IMPOSES SUBSTANTIAL BURDENS UPON THE COMPANY WITHOUT PROVIDING CORRESPONDING BENEFITS TO THE COMPANY.



The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") was enacted in response to public concern regarding corporate accountability in the wake of a number of accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, provide enhanced penalties for accounting and auditing improprieties at publicly traded companies and protect investors by improving the accuracy and reliability of corporate disclosure pursuant to applicable securities laws. The Sarbanes-Oxley Act applies to all companies that file or are required to file periodic reports with the SEC under the Securities Exchange Act of 1934 (the "Exchange Act").


Upon becoming a public company, we will be required to comply with the Sarbanes-Oxley Act. Since the enactment of the Sarbanes-Oxley Act has resulted in the imposition of a series of rules and regulations by the SEC that increase the responsibilities and liabilities of directors and executive officers, the perceived increased personal risk associated with these changes may deter qualified individuals from accepting such roles. Consequently, it may be more difficult for us to attract and retain qualified persons to serve as our directors or executive officers, and we may need to incur additional operating costs. This could prevent us from becoming profitable.



RISKS ASSOCIATED WITH THIS OFFERING:



THE TRADING IN OUR SHARES WILL BE REGULATED BY SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK." THE EFFECTIVE RESULT BEING FEWER PURCHASERS QUALIFIED BY THEIR BROKERS TO PURCHASE OUR SHARES, AND THEREFORE A LESS LIQUID MARKET FOR OUR INVESTORS TO SELL THEIR SHARES.


The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker- dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.


WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES. UNLESS WE ARE SUCCESSFUL IN SELLING AT LEAST 30% OF THE SHARES AND RECEIVING $45,000 IN THE PROCEEDS FROM THIS OFFERING, WE MAY HAVE TO SEEK ALTERNATIVE FINANCING TO IMPLEMENT OUR BUSINESS PLANS.


This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell them through our officer and director, who will receive no commissions. They will offer the shares to friends, relatives, acquaintances and business associates, however, there is no guarantee that he will be able to sell any of the shares. None of our officers and directors have any experience conducting a best efforts offering, which decreases the likelihood that the Offering will be successful.



DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.



There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the effectiveness of this Registration Statement and apply to have the shares quoted on the OTC Electronic Bulletin Board (OTCBB) and/or OTC Link. The OTCBB and OTC Link are regulated quotation services that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB and OTC Links are not an issuer listing service, market or exchange. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. As of the date of this filing, there have been no discussions or understandings between Unex Holdings Inc or anyone acting on our behalf with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.


YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES.


Our sole officer and director purchased his shares at a cost of $0.001 and existing stockholder s acquired his shares at a cost of $0.01 per share, a cost per share substantially less than that which you will pay for the shares you purchase in this offering. Accordingly, any investment you make in these shares will result in the immediate and substantial dilution of the net tangible book value of those shares from the $0.03 you pay for them. Upon completion of the offering, the net tangible book value of your shares will be less than what you paid for them.





8





WE WILL BE HOLDING ALL PROCEEDS FROM THE OFFERING IN A STANDARD BANK CHECKING ACCOUNT. THERE IS NO GUARANTEE THAT ALL OF THE FUNDS USED AS OUTLINED IN THE USE OF PROCEEDS TABLE WILL BE EFFECTIVE FOR DEVELOPMENT OF OUR BUSINESS DESCRIBED IN THIS PROSPECTUS.


All funds received from the sale of shares in this offering will be deposited into a standard bank checking account. We intend to use the proceeds raised in this offering for the uses set forth in the proceeds table. The failure of funds used to effectively grow our business could result in unfavorable returns or no income at all. This could have a significant adverse effect on our financial condition and could cause the price of our common stock to decline.


INVESTED FUNDS ARE IRREVOCABLE AND WILL NOT BE RETURNED TO INVESTORS


All invested funds are irrevocable.  Once they are received by the Company in the course of this Offering, the invested funds will not be returned to investors.


BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR SHAREHOLDER’S SUBSCRIPTION, IF WE FILE FOR BANKRUPTCY. OR A CREDITOR OBTAINS A JUDGMENT AGAINST US AND ATTACHES THE SUBSCRIPTION, YOU WILL LOSE YOUR INVESTMENT REGARDLESS OF THE NUMBER OF SECURITIES SOLD IN THE OFFERING

 

Your funds will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, investors funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. As such, it is possible that a creditor could attach your subscription. If that happens, you will lose your investment and your funds will be used to pay creditors.

 


OUR DIRECTORS AND OFFICERS WILL CONTINUE TO EXERCISE SIGNIFICANT CONTROL OVER OUR OPERATIONS, WHICH MEANS AS A MINORITY SHAREHOLDER, YOU WOULD HAVE NO CONTROL OVER CERTAIN MATTERS REQUIRING STOCKHOLDER APPROVAL THAT COULD AFFECT YOUR ABILITY TO EVER RESELL ANY SHARES YOU PURCHASE IN THIS OFFERING.



After the completion of this offering, if less than 34.6% of the shares offered are sold, our management will own more than 50% of our common stock. It will have a significant influence in determining the outcome of all corporate transactions, including the election of directors, approval of significant corporate transactions, changes in control of the company or other matters that could affect your ability to ever resell your shares. Its interests may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.



FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA") SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT YOUR ABILITY TO BUY AND SELL OUR COMMON STOCK, WHICH COULD DEPRESS THE PRICE OF OUR SHARES.


FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.


WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE; WITHOUT SUFFICIENT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.


Our business plan allows for the estimated cost of this Registration Statement to be paid from our cash on hand. We plan to contact a market maker immediately following the effectiveness of this Registration Statement and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. In order for us to remain in compliance we will require future substantial revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.





9



FORWARD LOOKING STATEMENTS



This Prospectus contains projections and statements relating to the Company that constitute "forward-looking statements." These forward-looking statements may be identified by the use of predictive, future-tense or forward-looking terminology, such as "intends," "believes," "anticipates," "expects," "estimates," "may," "will," "might," "outlook," "could," "would," "pursue," "target," "project," "plan," "seek," "should," "assume," or similar terms or the negatives thereof. Such statements speak only as of the date of such statement, and the Company undertakes no ongoing obligation to update such statements. These statements appear in a number of places in this Prospectus and include statements regarding the intent, belief or current expectations of the Company, and its respective directors, officers or advisors with respect to, among other things:



*

trends affecting the Company's financial condition, results of operations or future prospects



*

the Company's business and growth strategies



*

the factors that we expect to contribute to our success and our ability to be successful in the future



*

our business model and strategy for realizing positive sales result



*

competition, including the impact of competition on our operations, our ability to respond to such competition and our expectations regarding continued competition in the markets in which we compete;



*

expenses



*

our expectations with respect to continued disruptions in the  global capital markets and reduced levels of consumer spending and the impact of these trends on our financial results



*

the impact of new accounting pronouncements on our financial Statements



*

that our cash flows from operating activities will be sufficient to meet our projected operating and capital expenditures for the next twelve months


*

our market risk exposure and efforts to minimize risk



*

our overall outlook including all statements under MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



*

that estimates and assumptions made in the preparation of financial statements in conformity with US GAAP may differ from actual results and



*

expectations, plans, beliefs, hopes or intentions regarding the future.




Potential investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that, should conditions change or should any one or more of the risks or uncertainties materialize or should any of the underlying assumptions of the Company prove incorrect, actual results may differ materially from those projected in the forward-looking statements as a result of various factors, some of which are unknown. The factors that could adversely affect the actual results and performance of the Company include, without limitation:



*

the Company's inability to raise additional funds to support operations and capital expenditures



*

the Company's inability to effectively manage its growth



*

the Company's inability to achieve greater and broader market acceptance in existing and new market segments



*

the Company's inability to successfully compete against existing and future competitors



*

the effects of intense competition that exists in the construction industry



10








*

the economic downturn and its effect on consumer spending



*

the risk that negative industry or economic trends, including the market price of our common stock trading below its book value, reduced estimates of future cash flows, disruptions to our business, slower growth rates or lack of growth in our business, may result in significant write-downs or impairments in future period



*

the effects of events adversely impacting the economy or the regions from which we draw a significant percentage of our customers, including the effects of the current economic recession, war, terrorist or similar activity or disasters



*

the effects of energy price increases on our cost of operations and our revenues



*

financial community perceptions of our Company and the effect of economic, credit and capital market conditions on the economy and the software industry  and other factors described elsewhere in this Prospectus, or other reasons.



Potential investors are urged to carefully consider such factors. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements and the "Risk Factors" described herein.



USE OF PROCEEDS



When all the shares are sold the gross proceeds from this offering will be $150,000. We expect to disburse the proceeds from this offering in the priority set forth below.  The following table shows the intended use of proceeds assuming that 25%, 50%, 75% and 100%, respectively, of the Offering is sold.  There is no guarantee that we will receive any proceeds from the Offering.

 

 

If 25% sold*

 

If 50% sold

 

If 75% sold

 

If 100% sold

Gross proceeds

 

$37,500

 

$75,000

 

$112,500

 

$150,000

Offering expenses

$

12,000

$

12,000

$

12,000

$

12,000

Net proceeds

$

25,500

$

63,000

$

100,500

$

138,000

Establishing an office

$

2,000

$

2,000

$

3,000

$

4,000

Website development 

$

2,000

$

2,000

$

3,000

$

4,000

Land surveying equipment and total station

$

10,000

$

10,000

$

10,000

$

10,000

GNSS station

$

2,500

$

2,500

$

2,500

$

2,500

Software

$

2,000

$

2,000

$

2,000

$

2,000

Marketing and advertising 

$

4,500

$

10,500

$

24,000

$

30,500

Employee salary

$

-

$

12,000

$

24,000

$

36,000

Sales person salary

$

-

$

12,000

$

12,000

$

24,000

Purchase of a car

$

-

$

-

$

10,000

$

15,000

SEC reporting and compliance

$

10,000

$

10,000

$

10,000

$

10,000


* We need to obtain minimum funding of approximately $33,000 after paying the offering costs or 30% of the shares sold to continue with our business plan. Mr. Minkov, our sole officer and director, has verbally agreed to loan us funds, however, has no obligation to continue funding our operations


None of the money allocated to salaries here is planned to be used as compensation for our officers and director.


DETERMINATION OF OFFERING PRICE



The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price we took into consideration our capital structure and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of our securities.



DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES



Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. As of November 30 , 2018, the net tangible book value of our shares was negative $ 2,904 or approximately $0 per share, based upon 2,270,000 shares outstanding.



Upon completion of this offering, but without taking into account any change in the net tangible book value after completion of this offering other than that resulting from the sale of the shares and receipt of the total proceeds of $150,000 minus the estimated Offering expenses of $12,000 resulting in net proceeds of $138,000, the net tangible book value of the 7,270,000 shares to be outstanding will be $ 135,096 , or approximately $ 0.0186 per Share. Accordingly, the net tangible book value of the shares held by our existing stockholders (270,000 shares) will be increased by $ 0.0086 per share without any additional investment on their part, and the net tangible book value of the shares held by our sole officer and director (2,000,000 shares) will be increased by $ 0.0176 per share without any additional investment on his part. The purchasers of shares in this offering will incur immediate dilution (a reduction in the net tangible book value per share from the offering price of $0.03 per Share) of $0.0105 per share. As a result, after completion of the offering, the net tangible book value of the shares held by purchasers in this offering would be $ 0.0186 per share, reflecting an immediate reduction in the $0.03 price per share they paid for their shares.




11



After completion of the offering, the existing shareholders will own approximately 29.41% of the total number of shares then outstanding, for which they will have made a cash investment of $2,500, or $0.001 per Share. Upon completion of the offering, the purchasers of the shares offered hereby will own 70.59% of the total number of shares then outstanding, for which they will have made a cash investment of

$150,000, or $0.03 per Share.



The following table illustrates the per share dilution to the new investors and does not give any effect to the results of any operations subsequent to November 30 , 2018.  The following table shows the per share dilution assuming that 25%, 50%, 75% and 100%, respectively, of the primary Offering by the Company is sold.

    25%

        50%

       75%

       100%

Price Paid per Share by sole officer and director                    $0.001                     $0.001                   $0.001                  $0.001

Price Paid per Share by Existing Shareholders                       $0.01                       $0.01                     $0.01                    $0.01

Public Offering Price per Share                                               $0.03                       $0.03                     $0.03                    $0.03

Net Tangible Book Value Prior to this Offering                      $ (2,904)                      $ (2,904)                   $ (2,904)                   $ (2,904)

Net Tangible Book Value After this Offering                         $ 22,596                     $ 60,096                 $ 97,596             $ 135,096

Decrease in Net Tangible Book Value per Share Attributable

to cash payments from purchasers of the shares offered        $ 0.0064                      $ 0.0126                 $ 0.0162                $ 0.0186

Immediate Dilution per Share to New Investors                    $ 0.0236                      $ 0.0174                 $ 0.0138                $ 0.0114



PLAN OF DISTRIBUTION



OFFERING WILL BE SOLD BY OUR SOLE OFFICER AND DIRECTOR



This is a self-underwritten offering. This Prospectus is part of a Prospectus that permits our sole  officer and  director, Mr. Minkov to sell the Shares on behalf of the Company directly to the public, with no commission or other remuneration payable to them for any Shares that they sell.



There are no plans or arrangements to enter into any contracts or agreements to sell the Shares with a broker or dealer. Mr. Minkov, our sole officer and director, will sell the shares on behalf of the Company, and he intends to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, our officers will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.



Mr. Minkov will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an Issuer may participate in the offering of the Issuer's securities and not be deemed to be a broker-dealer.



a.

Our officer and director is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39)of the Act, at the time of his participation; and



b.

Our officer and director will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on  transactions in securities; and



c.

Our officer and director is not, nor will he be at the time of his participation in the offering, an associated person of a broker- dealer; and



d.

Our officer and director meets the conditions of paragraph  (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he




             (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our  

            company, other than in connection with transactions in securities; and



               (B) is not a broker or dealer, or been associated person of a broker or dealer, within the preceding twelve months; and




                (C) has not participated in selling and offering securities for any Issuer more than once every twelve months other than

            in reliance on Paragraphs (a)(4)(i) (a)(4)(iii).



Our officers, director, control person and affiliates of same do not intend to purchase any shares in this offering.




12





Plan of Distribution for the Selling Stockholder’ 270,000 Shares of Common Stock

The selling stockholder s of our common stock may, from time to time, sell any or all of his shares of common stock on any stock exchange, market or trading facility on which the shares are then traded or in private transactions at $0.03 per share. The selling stockholder s may use any one or more of the following methods when selling shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

privately negotiated transactions;

market sales (both long and short to the extent permitted under the federal securities laws);

through transactions in options, swaps or other derivatives (whether exchange listed or otherwise);

a combination of such methods of sale; or

any other method permitted by applicable law.


These shares were acquired from us in a private placement at $0.01 per share of common stock that was exempt from registration under Regulation S of the Securities Act of 1933.



TERMS OF THE OFFERING



The shares will be sold at the fixed price of $0.03 per share until the completion of this offering.   There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable.


This offering will commence on the date of this prospectus and continue for a period not to exceed 270 days (the "Expiration Date"), unless extended by our Board of Directors for an additional 90 days.



DEPOSIT OF OFFERING PROCEEDS


This is a "best effort" offering and, as such, there is no assurance that we will sell any or all of the shares.

PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION


If you decide to subscribe for any shares in this offering, you will be required to execute a Subscription Agreement and tender it, together with a wire transfer, a check or certified funds to us.  All checks for subscriptions should be made payable to Unex Holdings Inc. We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them. 




DESCRIPTION OF SECURITIES

COMMON STOCK

Our authorized capital stock consists of 75,000,000 shares of common stock, par value $.001 per share. The holders of our common stock



1.

have equal ratable rights to dividends from funds legally available thereof, when, as and if declared by our Board of Directors;

2.

are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

3.

do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

4.

are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.


CASH DIVIDENDS



As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.



13




INTEREST OF NAMED EXPERTS AND COUNSEL



None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.



Our financial statements for the period from inception to August 31, 2018 have been audited by PLS CPA, A Professional Corporation. We include the financial statements in reliance on their report, given upon their authority as experts in accounting and auditing.




DESCRIPTION OF OUR BUSINESS

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.



We have not been involved in a bankruptcy receivership or similar proceeding. Additionally, we have not been involved in a reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business. We are not a blank check registrant, as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since we have a specific business plan or purpose. We have not had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with, any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.


BUSINESS PLAN


Geodesy also known as geodetics, is the earth science which deals with the methods of precise measurements of elements of the surface of the earth and their treatment for the determination of geographic positions on the surface of the earth. Over the last century, geodesy has developed from fairly simple surveying technologies, which helped to accurately determine positions on Earth, to a complex toolbox of methods now available. Geodetic survey helps to determine the exact location of specific points to be applied to a plan, digital model or map. Defining points locations by means of geodetic work base, a network of permanently established to the surface markers with precise coordinates in horizontal and vertical position. We plan to provide geodesy services to government and private companies as well as to private persons using newest technology and equipment.


Target market


We anticipate that our main customers will be companies that need construction geodesy. Geodetic works in construction are a set of measurements, calculations, and builds in the drawings and nature, providing correct and accurate placement of buildings and structures, as well as the construction design and planning elements in accordance with geometrical parameters of the project. We plan to contact with large and small design organization involved in construction of buildings, bridges, parks, as well as in liner objects such as roads, canals, railroads, sewage and water supply.



Sales and Marketing Strategy


We intend to offer our geodesy services in the European Union. We plan to contact numerous companies, privet and government organizations and general public that can be our potential customers. As of today, we have not identified any party to sell our services. Initially, our sole officer and director, Veniamin Minkov will market our company and our services. We intend to hire salespersons with good knowledge and connections in our market. The salesperson’s job would be to find new potential customers, and to set up agreements with them. We intend to focus on direct marketing efforts whereby our representative will directly contact. We plan to advertise our service and products on different websites and social networks using context ad. We plan to use internet catalogs and use many online marketing tools to direct traffic to our website and identify potential customers. In addition, we are going to issue monthly printed catalog and send it to our clients. We will take part on the specialized forums and exhibitions to present our services to potential clients. We plan to use the following marketing tools:


Internet advertising

We think that this type of advancement is the most progressive and efficient for our business model. We plan to create a website with a possibility to promote and sell our services. We plan to use search engine optimization in web search engines such as www.google.com, use context ad and advertise our services on different websites and social network such as Twitter, Facebook, and Instagram. We plan to create a YouTube channel and post video with our services. In addition, as the part of customer support, we might set up a chat on popular messaging platforms (such as Telegram channels, WhatsApp or Viber group chats), where up-to-date information might also be posted.


Direct sales

We plan to involve the sales managers who will offer our services to our potential customers over the phone, personally or through direct mail distributions.  


Publications in specialized issues

Many individuals as well as companies to find information not only from the Internet but also from the specialized magazines.



14






Print advertising

We intend to print and send different print materials (business cards, flyers, posters) to a potential buyer.


Exhibitions

We plan to take a part at exhibitions devoted to our industry.


COMPETITION

The level of competition in the surveying business is extremely high. Many of our established competitors have developed a brand following which would make our potential customers prefer their services over ours. Aggressive lower pricing tactics implemented by our competitors would make it difficult for us to enter the market. The principal competitive factors in our industry are pricing, timing and quality. We will be in a market where we compete with many domestic and international companies offering similar services. We will be in direct competition with them. Many large companies will be able to provide more favorable services to the potential customers. Many of these companies may have a greater, more established customer base than us. We will likely lose business to such companies. Also, many of these companies will be able to afford to offer better price for similar service than us which may also cause us to lose business. We foresee to continue to face challenges from new market entrants. We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.


We have not entered the market and have no market penetration to date; theredore, we are at a competitive disadvantage in the market. Once we have entered the market, we will be one of many participants in the business. Many established, yet well financed entities are currently active in the business of providing such services. Nearly all our competitors have significantly greater financial resources, technical expertise, and managerial capabilities than us. Therefore, Unex Holdings Inc. may not be able to establish itself within the industry at all.



PATENTS AND TRADEMARKS


We do not have any proprietary products. We currently have no patents or trademarks for our company name or brand name; however, as business is established and operations expand, we may seek such protection. Despite efforts to protect our proprietary rights, such as our brand and product line names, since we have no patent or trademark rights unauthorized persons may attempt to copy aspects of our business, including our web site design, products, product information and sales mechanics or to obtain and use information that we regard as proprietary, such as the technology used to operate our web site and content. Any encroachment upon our proprietary information, including the unauthorized use of our brand name, the use of a similar name by a competing company or a lawsuit initiated against us for infringement upon another company's proprietary information or improper use of their trademark, may affect our ability to create brand name recognition, cause customer confusion and/or have a detrimental effect on our business. Litigation or proceedings before the U.S. or International Patent and Trademark Offices may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets and domain name and/or to determine the validity and scope of the proprietary rights of others. Any such litigation or adverse proceeding could result in substantial costs and diversion of resources and could seriously harm our business operations and/or results of operations.


GOVERNMENT AND INDUSTRY REGULATION

We will be subject to applicable laws and regulations that relate directly or indirectly to our operations including United States securities laws. We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our industry and to operation of any facility in any jurisdiction which we would conduct activities. We believe that government regulation will have no material impact on the way we conduct our business.


RESEARCH AND DEVELOPMENT ACTIVITIES


Other than time spent researching our proposed business we have not spent any funds on research and development activities to date. We do not currently plan to spend any funds on research and development activities in the future.



ENVIRONMENTAL LAWS


Our operations are not subject to any Environmental Laws.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

We currently have one employee, Veniamin Minkov who acts as our sole officer and director. There are no agreements with Mr. Minkov currently in place.




15



Emerging Growth Company Status under the JOBS Act


Unex Holdings Inc. qualifies as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”).  The JOBS Act creates a new category of issuers known as "emerging growth companies." Emerging growth companies are those with annual gross revenues of less than $1 billion (as indexed for inflation) during their most recently completed fiscal year. The JOBS Act is intended to facilitate public offerings by emerging growth companies by exempting them from several provisions of the Securities Act of 1933 and its regulations. An emerging growth company will retain that status until the earliest of:



II

The first fiscal year after its annual revenues exceed $1 billion;

II

The first fiscal year after the fifth anniversary of its IPO;

II

The date on which the company has issued more than $1 billion in non-convertible debt during the previous three-year period; and



II

The first fiscal year in which the company has a public float of at least $700 million.



Financial and Audit Requirements



Under the JOBS Act, emerging growth companies are subject to scaled financial disclosure requirements. Pursuant to these scaled requirements, emerging growth companies may:



II

Provide only two rather than three years of audited financial statements in their IPO Registration Statement;



II

Provide selected financial data only for periods no earlier than those included in the IPO Registration Statement in all SEC filings, rather than the five years of selected financial data normally required;

II

Delay compliance with new or revised accounting standards until they are made applicable to private companies; and II  Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley Act, which requires companies to receive an outside auditor's attestation regarding the issuer's internal controls.



Offering Requirements



In addition, during the IPO offering process, emerging growth companies are exempt from:



II

Restrictions on analyst research prior to and immediately after the IPO, even from an investment bank that is underwriting the IPO;



II

Certain restrictions on communications to institutional investors before filing the IPO registration statement; and


II

The requirement initially to publicly file IPO Registration Statements. Emerging growth companies can confidentially file draft Registration Statements and any amendments with the SEC. Public filings of the draft documents must be made at least 21 days prior to commencement of the IPO "road show."


Other Public Company Requirements



Emerging growth companies are also exempt from other ongoing obligations of most public companies, such as:



II

The requirements under Section 14(i) of the Exchange Act and Section 953(b)(1) of the Dodd-Frank Act to disclose executive compensation information on pay-for-performance and the ratio of CEO to median employee compensation;



II

Certain other executive compensation disclosure requirements, such as the compensation discussion and analysis, under Item 402 of Regulation S-K; and



II

The requirements under Sections 14A(a) and (b) of the Exchange Act to hold advisory votes on executive compensation and golden parachute payments.




Election under Section 107(b) of the JOBS Act



As an emerging growth company we have made the irrevocable election to not adopt the extended transition period for complying with new or revised accounting standards under Section 107(b), as added by Section 102(b), of the JOBS Act. This election allows companies to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.




16





DESCRIPTION OF PROPERTY


Our operations are currently being conducted out of the premises at Ul. Sveti Kliment Ohridski 27, Apt. 8, Burgas, Bulgaria 8000. We consider our current principal office space arrangement adequate and will reassess our needs based upon the future growth of the company.



LEGAL PROCEEDINGS


We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.



MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



No public market currently exists for shares of our common stock.  Upon the effectiveness of the registration statement of which this prospectus forms a part, we intend to seek a market maker to file an application with the FINRA to have our stock quoted on the OTC Bulletin Board and OTC Links. However, we cannot assure you that we will find a market maker to trade our securities, that our shares will be quoted on the OTC Bulletin Board and/or OTC Links or, if quoted, that a public market will materialize.



PENNY STOCK RULES


The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).


A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.


The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:


contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;


contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;


contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price;


toll-free telephone number for inquiries on disciplinary actions;


defines significant terms in the disclosure document or in the conduct of trading penny stocks; and


contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation.



The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:


-

the bid and offer quotations for the penny stock;


-

the compensation of the broker-dealer and its salesperson in the transaction;


-

the number of shares to which such bid and ask prices apply, or  other comparable information relating to the depth and liquidity of the market for such stock; and


-

monthly account statements showing the market value of each penny stock held in the customer's account.



In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the

broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.





17



REPORTS


We are subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.



STOCK TRANSFER AGENT


We do not have a stock transfer agent at this time.  We intend to appoint a stock transfer agent following the completion of this offering.



FINANCIAL STATEMENTS


Our fiscal year end is August 31. We intend to provide financial statements audited by an Independent Registered Public Accounting Firm to our shareholders in our annual reports. The audited financial statements for the period from inception, February 17, 2017, to August 31, 2018 can be found on page F-1.



MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION



As of today, we have generated no revenue. We have incurred $ 7,604 in administrative expenses since inception through November 30 , 2018.



The following table provides selected financial data about our company for the period from the date of incorporation through August 31, 2017,   as of August 31, 2018 and three month ended November 30, 2018 . For detailed financial information, see the financial statements included in this prospectus.



Balance Sheet Data:                                                                                August 31, 2017 (Audited)



Cash

$158

Total assets

$158

Total liabilities

$317

Shareholders' equity (deficit)

$ (159)




Balance Sheet Data:                                                                                August 31, 2018 (Audited)



Cash

$12,903

Total assets

$12,903

Total liabilities

$9,217

Shareholders' equity (deficit)

$3,686


Balance Sheet Data:                                                                                November 30, 2018 (Unaudited)



Cash

$5,416

Total assets

$6,313

Total liabilities

$9,217

Shareholders' equity (deficit)

$(2,904)


Other than the shares offered by this prospectus, no other source of capital has been has been identified or sought. If we experience a shortfall in operating capital prior to funding from the proceeds of this offering, our director has verbally agreed to advance the company funds to complete the registration process.



PLAN OF OPERATION


We were incorporated in the State of Nevada on February 17, 2017. We intend to provide geodesy services. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made significant purchase or sale of assets. We are a development stage company that has generated no revenue and just recently started its operations. If we are unable to successfully find clients who will buy our services, we may quickly use up the proceeds from this offering.


We intend to spend money on research and development when our business plan is complete in order to develop our business. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees. The following plan of operations assumes that we will successfully commence operations. So far, we have not entered into any contracts.  There is no guarantee that we will be able to complete all of the following activities or that we will produce significant revenue.


We expect to complete our public offering within 270 days after the effectiveness of our registration statement by the Securities and Exchange Commissions. We intend to concentrate our efforts on raising capital during this period. Our operations will be limited due to the limited amount of funds on hand. Upon completion of our public offering, our specific goal is to profitably sell our services. If we are unable to obtain minimum funding of approximately $33,000 after paying the offering costs (If 30% of the shares sold), our business may fail.




18





Gathering of market information

1-2 months

No costs


We are going to research the market in the European Union, and search for potential suppliers and customers. We plan to study competitors, assortment and estimate quality and price of the similar services.


Establish our office

2-4 months

$2,000-$4,000


Upon completion of the offering we plan to set up an office in Bulgaria and acquire the necessary equipment to continue operations. We plan to purchase office equipment such as computer, telephones, fax, office supplies and furniture. Our sole officer and director, Veniamin Minkov will take care of our initial administrative duties. We believe that it will cost at least $2,000 to set up office and obtain the necessary equipment and stationery to continue operations. If we sell 75% of the shares offered we will buy better equipment with advanced features that will cost us approximately $1,000 more. In the event we sell 100% or all of the shares offered we will buy additional and more advanced equipment that will help us in everyday operations; therefore the office set up cost will be approximately $4,000.

 

Website Development

4-6 months

$2,000-$4,000


During this period, we intend to begin developing our website. We are going to register a web domain and to hire a website developer. We do not have any written agreements with any web designers at current time. As of the date of this prospectus we have not yet identified or registered any domain names for our website. The website development costs, including site design and implementation will be approximately $2,000. If we sell 75% and 100% of the shares offered, we will develop more sophisticated and well-designed web site with extra features, therefore developing cost will be $3,000 and $4,000 accordingly. Updating and improving our website will continue throughout the lifetime of our operations.


Land surveying equipment and software

5-12 months

$14,500


During this period, we plan to purchase land surveying equipment and total station to meet our optical and conventional surveying needs. We plan to buy high-performance total station surveying solutions that combine surveying, imaging and high-speed 3D scanning in one instrument. We also plan to purchase GNSS (Global Navigation Satellite System) station. The cost of equipment will be approximately $12,500. We will also need a specialized software which will cost approximately $2,000.


Marketing campaign

6-12 months

$4,500-$30,500


Once our website is operational, we will begin to market our services. We intend to use marketing strategies, such as web advertisements, direct mailing, and phone calls to acquire potential customers. We also plan to issue monthly printed catalog and send it to our clients and attend trade shows in our industry to showcase our services with a view to find customers. We plan to use internet marketing tools in our marketing campaign. We plan to advertise our services and product on different websites and social networks using context ad. Our advertising budget will be spent on paying for any advertising, long distance phone calls, designing and printing of business catalogs, and traveling expenses. Our minimum budget for a marketing campaign is $4,500. If we sell 50%-100% shares in this offering, we intend to spend from $10,500 to $30,500 on marketing efforts during the first year. Marketing is an ongoing matter that will continue during the life of our operations. We believe that we should begin to see results from our marketing campaign within 120 days from its initiation.


Negotiate agreements with potential customers

6-12 months

No material costs.


When our website is operational, we plan to contact and start negotiation with potential customers. We will negotiate terms and conditions of collaboration. This activity will be ongoing throughout our operations. Even if we are able to obtain sufficient number of agreements at the end of the twelve-month period, there is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.


Hire employees

6-10 months

$12,000-$36,000


We plan to hire employees. If we sell at least 50% of the shares, we will hire one employee. If we sell 75% or 100% of the shares offered, we are going to increase the quantity of employees to 2 and 3 accordingly.



Hire a salesperson

8-12 months



19




$12,000-$24,000


We plan to hire a sales person with good knowledge and connections in the surveying industry. The salesperson’s job would be to find new potential customers and to set up agreements with them. If plan to hire a sale person if we sell at least 75%. If we sell 100% of the shares offered, we are going to hire two sale persons.


Car

8-12 months

$10,000-$15,000


If we sell at least 75% of the shares offered, we intend to purchase a car which will cost us approximately $10,000. If we sell 100% of the shares offered, we plan to spend $15,000 for better car.


If we do not raise at least $37,500 in this offering, we must limit our marketing activities and may not be able to make our services known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.


Estimated Expenses for the Next Twelve-Month Period


   The following provides an overview of our estimated expenses to fund our plan of operation over the next twelve months.



Description

If 25% shares sold

If 50% shares sold

If 75% shares sold

If 100% shares sold

Fees

Fees

Fees

Fees

SEC reporting and compliance

$10,000

$10,000

$10,000

$10,000

Establishing an office

$2,000

$2,000

$3,000

$4,000

Website development 

$2,000

$2,000

$3,000

$4,000

Land surveying equipment and total station

$10,000

$10,000

$10,000

$10,000

GNSS station

$2,500

$2,500

$2,500

$2,500

Software

$2,000

$2,000

$2,000

$2,000

Marketing and advertising 

$4,500

$10,500

$24,000

$30,500

Employee salary

-

$12,000

$24,000

$36,000

Sales person salary

-

$12,000

$12,000

$24,000

Purchase of a car

-

-

$10,000

$15,000

Total

$33,000*

$63,000

$100,500

$138,000


* We need to obtain minimum funding of approximately $33,000 after paying the offering costs or 30% of the shares sold to continue with our business plan. Mr. Minkov, our sole officer and director, has verbally agreed to loan us funds, however, has no obligation to continue funding our operations


At November 30 , 2018 we had $ 5,416 of cash.  Our cash needs have so far been met by proceeds from sale of common stock, as well as loans from Mr. Minkov, who has no obligation to continue funding our operations. The loan was not made pursuant to any loan agreements or promissory note. We plan to meet our cash needs during the 12 month start-up process from proceeds of the Offering and, if necessary, through a private placement of debt or equity securities by a FINRA-registered broker / dealer.  As of this date, we have had no discussions concerning a private placement, nor do we have an agreement with any broker / dealer.



CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


None.



DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS



Directors of the corporation are elected by the stockholders to a term of one year and serve until a successor is elected and qualified. Officers of the corporation are appointed by the Board of Directors to a term of one year and serves until a successor is duly appointed and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees.

Mr. Minkov was selected as our Director.


Mr. Minkov is not considered to be an independent director of the Company; we presently have no independent directors.



20







The name, address, age and position of our officers and director is set forth below:


Name and Address

 

Age

 

Position(s)

Veniamin Minkov

 

29

 

President, Secretary

Ul. Sveti Kliment Ohridski 27, Apt. 8

 

 

 

Chief Financial Officer,

Burgas, Bulgaria 8000

 

 

 

Chief Executive Officer,

 

 

 

 

Sole Director


Our Director Veniamin Minkov:

Held his offices/positions since the inception of our Company and is expected to hold said offices/positions until the next annual meeting of our stockholders. The officers listed are our only officers and control persons.


BACKGROUND INFORMATION ABOUT OUR SOLE OFFICER AND DIRECTOR


Veniamin Minkov has acted as our President, Treasurer, Secretary and Director since our incorporation on February 17, 2017. Mr. Minkov graduated from Burgas Free University (Burgas, Bulgaria) in 2013 with bachelor’s degree in marketing. Since graduation, he has been working as a sole proprietor in the beverage distribution business. Mr. Minkov has never been in default with the bank or government and does not have any pending litigations or claims.

Mr. Minkov owns 88.11% of the outstanding shares of our common stock. As such, it was unilaterally decided that Mr. Minkov was going to be our President, Chief Executive Officer, Treasurer, Secretary, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors. This decision did not in any manner relate to Mr. Minkov’s previous employments. Mr. Minkov’s and previous experience, qualifications, attributes or skills were not considered when he was appointed as our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and member of our board of directors.


EXECUTIVE COMPENSATION


Currently, our sole officer and director are serving without compensation. He is reimbursed for any out-of-pocket expenses that he incurs on our behalf. In the future, we may approve payment of salaries for officers and directors, but currently, no such plans have been approved. We also do not currently have any benefits, such as health or life insurance, available to our employees.



SUMMARY COMPENSATION TABLE


 

 

 

Change in

 

 

 

 

 

Pension

 

 

 

 

Value and

 

 

Non-Equity

 

Nonqualified

 

 

Incentive

 

Deferred

 

All

Name

 

 

 

 

 

 

 

 

 

Plan

 

Compen-

 

Other

 

 

Principal

 

 

 

 

 

Stock

 

Option

 

Compen-

 

sation

 

Compen-

 

 

Position

Year

Salary

 

Bonus

 

Awards

 

Awards

 

sation

 

Earnings

 

sation

 

Totals

Veniamin Minkov

President, Secretary

CEO, CFO

and Director


2017

2018





0

0





 

0

0





 

0

0





 

0

0





 

0

0





 

0

0





 

0

0





 

0

0







Directors Compensation



Name

 

Fees

Earned

or Paid

in Cash

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

Nonqualified

Deferred

Compensation

Earnings

($)

 

 

All Other

Compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Veniamin Minkov

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




21




OPTION GRANTS. There have been no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table.



AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE. There have been no stock options exercised by the executive officer named in the Summary Compensation Table.



LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS. There have been no awards made to a named executive officer in the last completed fiscal year under any LTIP.



COMPENSATION OF DIRECTORS


Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, our director in such capacity.



EMPLOYMENT AGREEMENTS


We do not have an employment agreement in place with Mr. Minkov.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our director, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what the percentage of ownership will be assuming completion of the sale of all shares in this offering, which we can't guarantee. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.


Name and address of

Number of shares before offering

Number of shares after offering

Percentage before offering  

Percentage after offering  

Veniamin Minkov

Nitra, Slovakia

94901

2,000,000

2,000,000

88.11%

27.51%

Directors and officers as a group

2,000,000

2,000,000

88.11%

27.51%


SELLING STOCKHOLDERS

The following table sets forth the beneficial ownership of our common stock as of December 7 , 2018, and immediately after the completion of this offering by the selling stockholders. The selling stockholders have not held any position or office, or had a material relationship, with the Company or any of its predecessors or affiliates. The Company’s officers and directors are not selling any shares in this Offering. The selling stockholders acquired their shares in a private placement directly from the Company in August 2018 at $0.01 per share of common stock that was exempt from registration under Regulation S of the Securities Act of 1933, and they are personal friends of the Company’s CEO.


The selling stockholders have sole voting and investment power with respect to all of the securities shown as beneficially owned by them. The number of securities shown represents the number of securities the selling stockholders “beneficially owns,” as determined by the rules of the SEC. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. The selling stockholders are not a broker-dealer or affiliates of broker dealers.


Name

 

Date

 

Shares owned prior to this offering

 

Shares owned after this offering

 

Todor Petkov Stoyanov

 

8/21/2018

 

100,000

 


0

 

Penka Panayotova Polimahova

 

8/29/2018

 

90,000

 

0

 

Nadya Ivanova

 

8/30/2018

 

80,000

 

0

 


FUTURE SALES BY EXISTING STOCKHOLDERS


A total of 2,270,000 shares have been issued to the existing stockholders. 270,000 shares will be free trading after effectiveness of this registration statement. 2,000,000 are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, restricted shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing one year after their acquisition. Any sale of shares held by the existing stockholder s (after applicable restrictions expire) and/or the sale of shares purchased in this offering (which would be immediately resalable after the offering), may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance.  Our shareholders will not be permitted to use Rule 144 if we are deemed to be a shell company.  It is our view that we are not a shell company but, instead, a start-up company  as we have a definite business plan and have undertaken substantial activity to visit potential suppliers and customers.



22








CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


On August 20, 2018 the Company issued a total of 2,000,000 shares of common stock to Mr. Veniamin Minkov for cash at $0.001 per share for a total of $2,000.


Mr. Minkov has loaned us funds for operations. The loan was not made pursuant to any loan agreements or promissory note. The loan is unsecured, non-interest bearing and due on demand. The balance due to the Mr. Minkov was $9,217 as of November 30 , 2018. He is under no obligation to continue lending us money.


Mr. Minkov provides our office facilities at zero ($-0-) rent per month.


We do not currently have any conflicts of interest by or among our current officer, director, key employee or advisors. We have not yet formulated a policy for handling conflicts of interest; however, we intend to do so upon completion of this offering and, in any event, prior to hiring any additional employees.


INDEMNIFICATION


The Nevada General Corporation Law requires us to indemnify officers and directors for any expenses incurred by any officer or director in connection with any actions or proceedings, whether civil, criminal, administrative, or investigative, brought against such officer or director because of his or her status as an officer or director, to the extent that the director or officer has been successful on the merits or otherwise in defense of the action or proceeding.  The Nevada General Corporation Law permits a corporation to indemnify an officer or director, even in the absence of an agreement to do so, for expenses incurred in connection with any action or proceeding if such officer or director acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the corporation and such indemnification is authorized by the stockholders, by a quorum of disinterested directors, by independent legal counsel in a written opinion authorized by a majority vote of a quorum of directors consisting of disinterested directors, or by independent legal counsel in a written opinion if a quorum of disinterested directors cannot be obtained.

The Nevada General Corporation Law prohibits indemnification of a director or officer if a final adjudication establishes that the officer's or director's acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law and were material to the cause of action.  Despite the foregoing limitations on indemnification, the Nevada General Corporation Law may permit an officer or director to apply to the court for approval of indemnification even if the officer or director is adjudged to have committed intentional misconduct, fraud, or a knowing violation of the law.

The Nevada General Corporation Law also provides that indemnification of directors is not permitted for the unlawful payment of distributions, except for those directors registering their dissent to the payment of the distribution.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.


AVAILABLE INFORMATION



We have filed a registration statement on Form S-1, of which this prospectus is a part, with the U.S. Securities and Exchange Commission. Upon completion of the registration, we will be required to file all requisite reports, such as Forms 10-K, 10-Q and 8-K, and other information with the Commission. Upon our registration under the 1934 Act, we would also be required to file additional documents with the Commission such as proxy statements under Section 14 of the 1934 Act.  Such reports, proxy statements, this registration statement and other information, may be inspected and copied at the public reference facilities maintained by the Commission at 100 Fifth Street NE, Washington, D.C. 20549. Copies of all materials may be obtained from the Public Reference Section of the Commission's Washington, D.C. office at prescribe rates. You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission also maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission at http://www.sec.gov.



            UNEX HOLDINGS INC.

TABLE OF CONTENTS

AUGUST 31, 2018


Report of Independent Registered Public Accounting Firm

F-1

Balance Sheet as of August 31, 2018

F-2

Statement of Operations for the year ended August 31, 2018

F-3

Statement of Stockholders’ Equity as of August 31, 2018

F-4

Statement of Cash Flows for the year ended August 31, 2018

F-5

Notes to the Financial Statements

F-6




23





PLS CPA, A PROFESSIONAL CORP.

t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111t

t TELEPHONE (858)722-5953 t FAX (858) 761-0341  t FAX (858) 764-5480

t E-MAIL changgpark@gmail.com t


Report of Independent Registered Public Accounting Firm



To the Board of Directors and Stockholders

Unex Holdings, Inc., Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Unex Holdings, Inc (the “Company”) as of August 31, 2018 and 2017, the related statements of operations, changes in shareholders' deficit, and cash flows for the year ended August 31, 2018 and for the period from February 17, 2017 (inception) to August 31, 2017 and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2018 and 2017, and the results of its operations and its cash flows for the year ended August 31, 2018 and for the period from February 17, 2017 (inception) to August 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not generated any revenue and further losses are anticipated. The Company requires additional funds to meet its obligations and its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

 Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

/s/PLS CPA

____________________

PLS CPA, A Professional Corp.

We have served as the Company’s auditor since 2018.

October 17, 2018

San Diego, CA. 92111


F-1



24






UNEX HOLDINGS INC.

BALANCE SHEETS

(AUDITED)

 

AUGUST 31, 2018

AUGUST 31, 2017

ASSETS

 

 

Current Assets

 

 

 

Cash

$        12,903

$       158

 

Total current assets

12,903

158

Total Assets                                                         

$        12,903

$        158

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current  Liabilities

 

 Loan from related parties

$           9,217

$       317

 

Total current liabilities

        9,217

317

Total Liabilities

9,217

317

 

Stockholders’ Equity

  

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

 

 

2,270,000  shares issued and outstanding as of August 31, 2018 (0  shares issued and outstanding as of August 31, 2017)

2,270

-

 

Additional Paid-In-Capital

2,430

-

 

Accumulated Deficit

(1,014)

(159)

Total Stockholders’ Equity

3,686

(159)

 

 

 

Total Liabilities and Stockholders’ Equity

$     12,903

$        158       



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

F-2







25




UNEX HOLDINGS INC.

STATEMENTS OF OPERATIONS

(AUDITED)

 

 

 

Year ended August 31, 2018

For the period from Inception (February 17, 2017) to August 31, 2017


Operating expenses

 

 

 

 

 General and administrative expenses

 

 

$                        855

$                159

Loss before provision for income taxes

 

 

(855)

(159)

Provision for income taxes

 

 

-

-

Net loss

 

 

$                     (855)

$             (159)

Loss per common share:

 Basic and Diluted

 

 

$                   (0.00)

-

 

 

 

 

 

Weighted Average Number of Common Shares  Outstanding:

Basic and Diluted

 

 

69,233

-



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

F-3



26






UNEX HOLDINGS INC.

STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE PERIOD FROM INCEPTION (FEBRUARY 17, 2017) TO AUGUST 31, 2018

 

Number of

Common

Shares


Amount

Additional Paid-in-Capital

Deficit

accumulated



Total

Balance at February 17, 2017, Inception  

-

$     -  

$   -

$       -          

$      -  


Net loss for the year                                                                  

-

-

-

(159)

(159)


Balances as of August 31, 2017

-

-

 

$ (159)

$  (159)

Shares issued at $0.001

2,000,000

2,000

-

-

2,000

Shares issued at $0.01

270,000

270

2,430

-

2,700


Net loss for the year                                                                  

-

-

-

(855)

(855)


Balances as of August 31, 2018

2,270,000

$   2,270

$    2,430

$   (1,014)

$   3,686


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

F-4



27





UNEX HOLDINGS INC.

STATEMENTS OF CASH FLOWS

(AUDITED)

 

Year ended August 31, 2018

For the period from Inception (February 17, 2017) to August 31, 2017

 

Cash flows from Operating Activities

 

 

 

 

Net loss

$      (855)

$        (159)

 

 

Net cash used in operating activities

(855)

(159)

 

 

 

 

 

 

 

 

 

 

Cash flow from Financing Activities

 

 

 

 

Proceeds from sale of common stock

4,700

-

 

 

Proceeds of loan from shareholder

8,900

317

 

 

Net cash provided by financing activities

13,600

317

 

 

 

 

 

 

Net increase (decrease) in cash and equivalents

12,745

158

 

Cash at beginning of the period

158

-

 

Cash at end of the period

$       12,903

$           158

 

 

Supplemental cash flow information:

 

 

 

 

Cash paid for:

 

 

 

 

Interest                                                                                               

$                 -

$               -

 

 

Taxes                                                                                           

$                 -

$               -

 




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

F-5




28






UNEX HOLDINGS INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED AUGUST 31, 2018

(AUDITED)




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 intend to provide geodesy services.


NOTE 2 – GOING CONCERN


The Company’s financial statements as of August 31, 2018, been 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 August 31, 2018 of $1,014. 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


Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.


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.


Advertising Costs


The Company’s policy regarding advertising is to expense advertising when incurred. The Company did not incur advertising expense during period ended August 31, 2018.


Stock-Based Compensation


As of August 31, 2018, 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.

F-6




29




New Accounting Pronouncements


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


Start-Up Costs


In accordance with ASC 720, “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.

 


Subsequent Events


The Company has evaluated all events that occurred after the balance sheet date of August 31, 2018 through October 17, 2018, the date these financial statements were available to be issued .


NOTE 4 – STOCKHOLDERS EQUITY


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

On August 20, 2018, the Company issued 2,000,000 common shares at $0.001 per share for the total proceeds of $2,000. On August 21, 2018 the Company issued 100,000 at $0.01 per share for the total proceeds of $1,000; on August 31, 2018 the Company issued 170,000 at $0.01 per share for the total proceeds of $1,700.


As of August 31, 2018, the Company had 2,270,000 shares issued and outstanding.


NOTE 5 – 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 August 31, 2018, 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.

F-7



30








NOTE 6. INCOME TAXES


At August 31, 2018, the Company had a net operating loss carryforward of $1,014, which begins to expire in fiscal year ending August 31, 2038. Components of net deferred tax asset, including a valuation allowance, are as follows at August 31, 2018:


Deferred tax asset:

 

 

     Net operating loss carryforward

 

$

355

          Total deferred tax asset

 

 

355

Less: Valuation allowance

 

 

(355)

     Net deferred tax asset

 

$

              -


Valuation allowance for deferred tax asset as of August 31, 2018 was $355. In assessing the recovery of the deferred tax asset, management considers whether it is more likely than not that some or all of the deferred tax asset will not be realized. The realization of the deferred tax asset is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not that our deferred tax asset will not be realized and recorded a 100% valuation allowance for the period.


Reconciliation between statutory rate and the effective tax rate for the period ending August 31, 2018:

Federal statutory rate

 

 

(35.0)

%

State taxes, net of federal benefit

 

 

(0.00)

%

Change in valuation allowance

 

 

        35.0

%

Effective tax rate

 

 

         0.0

%


On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted by the U.S. government which included a wide range of tax reform affecting businesses including the corporate tax rates, international tax provisions, tax credits and deduction with majority of the tax provision effective after December 31, 2017.


The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.


The federal income tax returns of the Company are subject to examination by the IRS generally for three years after filing with the service.


F-8



31



            UNEX HOLDINGS INC.

TABLE OF CONTENTS

AUGUST 31, 2018


Balance Sheet as of November 30, 2018 (unaudited) and August 31, 2018

F-9

Statement of Operations for the Three Months Ended November 30, 2018 and Three Months Ended November 30, 2017 (unaudited)

F-10

Statement of Cash Flows for the Three Months Ended November 30, 2018 and Three Months Ended November 30, 2017 (unaudited)

F-11

Notes to the Financial Statements (unaudited)

F-12





UNEX HOLDINGS INC.

BALANCE SHEETS

 

NOVEMBER 30, 2018

AUGUST 31, 2018

 

(Unaudited)

(Audited)

ASSETS

 

 

Current Assets

 

 

 

Cash

$        5,416

$       12,903

 

Total current assets

5,416

12,903

 

 

 

 

Non-Current assets

 

 

 

Equipment net of depreciation

897

-

 

Total non-current assets

897

-

 

 

 

 

Total Assets                                                         

$        6,313

$        12,903

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current  Liabilities

 

 Loan from related parties

$           9,217

$       9,217

 

Total current liabilities

        9,217

9,217

Total Liabilities

9,217

9,217

 

Stockholders’ Equity

  

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

 

 

2,270,000  shares issued and outstanding

2,270

2,270

 

Additional Paid-In-Capital

2,430

2,430

 

Accumulated Deficit

(7,604)

(1,014)

Total Stockholders’ Equity

(2,904)

3,686

 

 

 

Total Liabilities and Stockholders’ Equity

$     6,313

$        12,903       



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

F-9







32






UNEX HOLDINGS INC.

STATEMENTS OF OPERATIONS (Unaudited)

 

 

 

Three months ended November 30, 2018

Three months ended November 30, 2017


Operating expenses

 

 

 

 

 General and administrative expenses

 

 

$                        6,590

$                42

Loss before provision for income taxes

 

 

(6,590)

(42)

Provision for income taxes

 

 

-

-

Net loss

 

 

$                     (6,590)

$             (42)

Loss per common share:

 Basic and Diluted

 

 

$                   (0.00)

-

 

 

 

 

 

Weighted Average Number of Common Shares  Outstanding:

Basic and Diluted

 

 

2,270,000

-



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

F-10




33






UNEX HOLDINGS INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

Three months ended November 30, 2018

Three months ended November 30, 2017

 

Cash flows from Operating Activities

 

 

 

 

Net loss

$      (6,590)

$        (42)

 

 

Amortization expenses

53

-

 

 

Net cash used in operating activities

(6,537)

(42)

 

 

 

 

 

 

 

 

 

 

Cash flow from Investing Activities

 

 

 

 

Purchase of equipment

(950)

-

 

 

Net cash used by investing activities

(950)

-

 

 

 

 

 

 

Cash flow from financing Activities

 

 

 

 

Net cash provided financing activities

-

-

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and equivalents

(7,487)

(42)

 

Cash at beginning of the period

12,903

158

 

Cash at end of the period

$       5,416

$           116

 

 

Supplemental cash flow information:

 

 

 

 

Cash paid for:

 

 

 

 

Interest                                                                                               

$                 -

$               -

 

 

Taxes                                                                                           

$                 -

$               -

 




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

F-11





34






UNEX HOLDINGS INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2018 AND 2017

(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 November 30, 2018, been 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 November 30, 2018 of $7,604. 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 (November 30, 2018 (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, 2018 and notes thereto contained in the Company’s registration statement filed on Form S-1.


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.


Advertising Costs


The Company’s policy regarding advertising is to expense advertising when incurred. The Company did not incur advertising expense during period ended November 30, 2018.


Stock-Based Compensation


As of November 30, 2018, 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


F-12



35




respective income tax basis (temporary differences). A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


Property and Equipment Depreciation Policy


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


New Accounting Pronouncements


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


Start-Up Costs


In accordance with ASC 720, “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.


Subsequent Events


The Company has evaluated all events that occurred after the balance sheet date of November 30, 2018 through December 5, 2018, the date these financial statements were available to be issued, and did not have any material recognizable subsequent events after November 30, 2018.  


NONE 4 – FIXED ASSETS


On September 24, 2018, the company purchased computer for $950. For the three months ended November 30, 2018 the Company recognized $53 in depreciation expense. The Company depreciates this asset over a period of thirty - six (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.

On August 20, 2018, the Company issued 2,000,000 common shares at $0.001 per share for the total proceeds of $2,000. On August 21, 2018 the Company issued 100,000 at $0.01 per share for the total proceeds of $1,000; on August 31, 2018 the Company issued 170,000 at $0.01 per share for the total proceeds of $1,700.


As of November 30, 2018, the Company had 2,270,000 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 November 30, 2018, 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.


F-13



36











DEALER PROSPECTUS DELIVERY OBLIGATION



"UNTIL

, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS."










37





PART II - INFORMATION NOT REQUIRED IN PROSPECTUS




ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.



Expenses incurred or (expected) relating to this Prospectus and distribution are as follows:



SEC Fee

$                     20

Legal and Professional Fees

$

 7,000

Accounting and auditing

$

 4,000

EDGARization

$                 1,000

TOTAL

$                 12,020



ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.


Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify his against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.



As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for directors, officers or controlling persons, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable.



ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.


Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities.


On August 20, 2018 the Company issued a total of 2,000,000 shares of common stock to Veniamin Minkov for cash at $0.001 per share for a total of $2,000. These securities were issued in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933. These securities were issued to a promoter of the company, bear a restrictive legend and were issued to a non-US resident.


On August 21, 2018 the Company issued a total of 100,000 shares of common stock to Todor Petkov Stoyanov for cash at $0.01 per share for a total of $1,000. On August 29, 2018 the Company issued a total of 90,000 shares of common stock to Penka Panayotova Polimahova for cash at $0.01 per share for a total of $900. On August 30, 2018 the Company issued a total of 80,000 shares of common stock to Nadya Ivanova for cash at $0.01 per share for a total of $800. These selling stockholders acquired their shares in a private placement directly from the Company in August 2018 at $0.01 per share of common stock that was exempt from registration under Regulation S of the Securities Act of 1933.


ITEM 16. EXHIBITS.


The following exhibits are included with this registration statement:


Exhibit

 

Description

3.1

 

Articles of Incorporation *

3.2

 

Bylaws *

5.1

 

Opinion of Haddan & Zepfel LLP

23.1

 

   Consent of PLS CPA, A Professional Corporation

99.1

 

   Form of Subscription Agreement


*- Previously filed



38





ITEM 17. UNDERTAKINGS.


The undersigned Registrant hereby undertakes:


(a)(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:


(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 383(b) (§230.383(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.


(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:


(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 383;

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our director, officer and controlling person pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.


In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 



39






SIGNATURES



In accordance with the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Burgas, Republic of Bulgaria on December 7 , 2018.



Unex Holdings Inc., Registrant


By: /s/ Veniamin Minkov


Veniamin Minkov, President, Treasurer, Secretary, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer and Sole Director



Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.









/s/  Veniamin Minkov

 

Principal Executive Officer

 

December 7 , 2018

 Veniamin Minkov

 

 Title

 

 Date

 

 

 

 

 

/s/  Veniamin Minkov

 

Principal Financial  Officer

 

December 7 , 2018

 Veniamin Minkov

 

 Title

 

 Date

/s/  Veniamin Minkov

 

Principal Accounting  Officer

 

December 7 , 2018

 Veniamin Minkov

 

 Title

 

 Date






40