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EX-32.1 - UNEX HOLDINGS INC.ex32.htm
EX-31.1 - UNEX HOLDINGS INC.ex31.htm

 

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

 

 

Mark One

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

 

For the quarterly period ended February 29, 2020

 

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

 

For the transition period from ______ to _______

 

COMMISSION FILE NO. 333-228161

 

UNEX HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada

98-1353613

8713

(State or Other Jurisdiction 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

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


 

 

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

 

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

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

Large accelerated filer [  ]

Accelerated filer [   ]

Non-accelerated filer [   ]

Smaller reporting company [X]

Emerging growth company [X]

 

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

 

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

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

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

Applicable Only to Corporate Registrants

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

 

 

 

Class

Outstanding as of March 26, 2020

Common Stock, $0.001

2,970,000


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UNEX HOLDINGS INC.

 

 

Part I   

FINANCIAL INFORMATION

 

Item 1

FINANCIAL STATEMENTS (UNAUDITED)

4

Item 2   

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

11

Item 3  

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

13

Item 4

CONTROLS AND PROCEDURES

13

 

PART II

 

OTHER INFORMATION

 

Item 1   

LEGAL PROCEEDINGS

14

Item 2 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

14

Item 3   

DEFAULTS UPON SENIOR SECURITIES

14

Item 4      

MINE SAFETY DISCLOSURES

14

Item 5  

OTHER INFORMATION

14

Item 6

EXHIBITS

14

 

SIGNATURES

14


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UNEX HOLDINGS INC.

BALANCE SHEETS

 

FEBRUARY 29, 2020

AUGUST 31, 2019

 

(Unaudited)

(Audited)

ASSETS

 

 

Current Assets

 

 

 

Cash

$        10,760

$       15,740

 

Subscription receivable

-

1,800

 

Total current assets

10,760

17,540

 

 

 

 

Non-Current assets

 

 

 

Equipment net of depreciation

502

660

 

Total non-current assets

502

660

 

 

 

 

Total Assets                                                         

$        11,262

$        18,200

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current  Liabilities

 

 

Loan from related parties

$           9,217

$       9,217

 

Stock refund payable

1,950

-

 

Accounts Payable

780

-

 

Total current liabilities

       11,947

9,217

Total Liabilities

11,947

9,217

 

Stockholders’ Equity

 

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

 

 

2,970,000 shares issued and outstanding (2,970,000  shares issued and outstanding as of August 31, 2019)

2,970

2,970

 

Additional Paid-In-Capital

22,730

22,730

 

Accumulated Deficit

(26,385)

(16,717)

Total Stockholders’ Equity

(685)

8,983

 

 

 

Total Liabilities and Stockholders’ Equity

$         11,262

    

 

 

  18,200       

 

 

 

 

 

 

 

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


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UNEX HOLDINGS INC.

STATEMENTS OF OPERATIONS (Unaudited)

 

Three months ended February 29, 2020

Three months ended February 28, 2019

Six months ended February 29, 2020

Six months ended February 28, 2019

 

Operating expenses

 

 

 

 

General and administrative expenses

$             4,568

$                4,589

$          9,668

$   11,179

Loss before provision for income taxes

(4,568)

(4,589)

(9,668)

(11,179)

Provision for income taxes

-

-

-

-

Net loss

$         (4,568)

$             (4,589)

$    (9,668)

$   (11,179)

Loss per common share:

Basic and Diluted

$             (0.00)

$               (0.00)

$       (0.00)

$      (0.00)

 

 

 

 

 

Weighted Average Number of Common Shares  Outstanding:

Basic and Diluted

3,005,330

2,273,555

3,017,115

2,271,767

 

 

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


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UNEX HOLDINGS INC.

STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE PERIOD FROM August 31, 2018 TO FEBRUARY 29, 2020

(Unaudited)

 

Number of

Common

Shares

 

Amount

Additional Paid-in-Capital

Deficit

accumulated

 

 

 

Total

 

Balances as of August 31, 2018

2,270,000

$  2,270

$  2,430

$   (1,014)

$   3,685

Net loss

-

-

-

(6,590)

(6,590)

Balance as of November 30, 2018

2,270,000

2,270

2,430

(7,604)

(2,904)

Net loss

-

-

-

(4,589)

(4,589)

Balance as of February 28, 2019

2,270,000

2,270

2,430

(12,193)

(7,493)

 

 

 

 

 

 

 

Balance as of August 31, 2019

2,970,000

2,970

 22,730

  (16,717)

  8,983

Shares issued at $0.03

65,000

65

1,885

-

1,950

Net loss

-

-

-

(5,100)

(5,100)

Balance as of November 30, 2019

3,035,000

3,035

 24,615

  (21,817)

  5,833

Common Shares canceled

(65,000)

(65)

(1,885)

-

(1,950)

Net loss

-

 

-

(4,568)

(4,568)

Balance as of February 29, 2020

2,970,000

$  2,970

$   22,730

$   (26,385)

$    (685)

 

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


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UNEX HOLDINGS INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

Six months ended February 29, 2020

Three months ended February 28, 2019

Cash flows from Operating Activities

 

 

 

Net loss

$      (9,668)

$        (11,179)

 

Amortization expenses

158

132

 

Subscription Receivable

1,800

-

 

Increase in Accounts payable

780

500

 

Net cash used in operating activities

(6,930)

(10,547)

 

 

 

 

 

 

 

Cash flow from Investing Activities

 

 

 

Purchase of equipment

-

(950)

 

Net cash used by investing activities

-

(950)

 

 

 

 

Cash flow from financing Activities

 

 

 

Proceeds from sale of common stock

1,950

1,800

 

Net cash provided financing activities

1,950

1,800

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and equivalents

(4,980)

(9,697)

Cash at beginning of the period

15,740

12,903

Cash at end of the period

$       10,760

$           3,206

 

Supplemental cash flow information:

 

 

 

Cash paid for:

 

 

 

Interest                                                                                               

$                 -

$                  -

 

Taxes                                                                                           

$                 -

$                  -

 

 

 

 

Supplemental disclosure of non-cash investing and financing information:

 

 

 

Repurchase of common stock for refund payable

$     1,950

$                 -

 

 

 

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


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UNEX HOLDINGS INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2020 AND FEBRUARY 28, 2019

(Unaudited)

 

 

NOTE 1 – ORGANIZATION AND BUSINESS

 

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

 

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

 

NOTE 2 – GOING CONCERN

 

The Company’s financial statements as of February 29, 2020, is prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated loss from inception (February 17, 2017) to February 29, 2020 of $26,385. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.  

 

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

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Interim financial statements (February 29, 2020 (unaudited)) and basis of presentation

 

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the financial statements of the Company for the period ended August 31, 2019 and notes thereto contained in the Company’s Form 10-K.

 

Use of Estimates

 

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


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Advertising Costs

 

The Company’s policy regarding advertising is to expense advertising when incurred. The Company did not incur advertising expense during period ended February 29, 2020.

 

Stock-Based Compensation

 

As of February 29, 2020, the Company has not issued any stock-based payments to its employees.

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

 

Income Taxes

 

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

 

Property and Equipment Depreciation Policy

 

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

 

New Accounting Pronouncements

 

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

 

Start-Up Costs

 

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

 

Fair Value Measurements

 

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

 

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

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

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

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

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

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


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Subsequent Events

 

The Company has evaluated all events that occurred after the balance sheet date of February 29, 2020 through the date these financial statements were issued, and did not have any material recognizable subsequent events after February 29, 2020.  

 

NOTE 4 – FIXED ASSETS

 

On September 24, 2018, the company purchased computer for $950. The Company depreciates this asset over a period of thirty-three (36) months which has been deemed its useful life.

 

NOTE 5 – STOCKHOLDERS EQUITY

 

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

For the three-month period ended November 30, 2019, the Company issued 65,000 common stock at $0.03 per share for the total proceeds of $1,950. For the three-month period ended February 29, 2020, the Company canceled 65,000 of its common stock and accrued a stock refund payable of $1,950.

 

As of February 29, 2020, the Company had 2,970,000 shares issued and outstanding.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

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

 

Since February 17, 2017 (Inception) through February 29, 2020, the Company’s sole officer and director loaned the Company $9,217 to pay for incorporation costs and operating expenses.  The loan is non-interest bearing, due upon demand and unsecured.


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

 

FORWARD LOOKING STATEMENTS

 

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

 

GENERAL INFORMATION

Unex Holdings Inc. was incorporated in the State of Nevada on February 17, 2017 and established the fiscal year end of August 31. We have no revenues, have minimal assets and have incurred losses since inception. We were formed to provide geodesy services, and we are still in the development stage. Our business office is located at Ul. Sveti Kliment Ohridski 27, Apt. 8, Burgas, Bulgaria 8000. Our telephone number is +359-884303333.

 

 

RESULTS OF OPERATIONS

 

 

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

 

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

 

As of February 29, 2020, our total assets were $11,262 compared to $18,200 in total assets at August 31, 2019. As of February 29, 2020, our total liabilities were $11,947 compared to $9,217 as of August 31, 2019.

 

Stockholders’ deficit was $685 as of February 29, 2020 compared to stockholders’ equity of $8,983 as of August 31, 2019.

 

 

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

 

During the three months periods ended February 29, 2020 and 2019, we did not generate any revenue.

 

During the three months ended February 29, 2020, we incurred expenses of $4,568 compared to $4,589 incurred during the three-month period ended February 28, 2019.

 

Our net loss for the three months ended February 29, 2020 was $4,568 compared to $4,589 during the three-month period ended February 28, 2019.


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Six months ended February 29, 2020 compared to six months February 28, 2019.

 

During the six months periods ended February 29, 2020 and 2019, we did not generate any revenue.

 

During the six months ended February 29, 2020, we incurred expenses of $9,668 compared to $11,179 incurred during the three-month period ended February 28, 2019.

 

Our net loss for the six months ended February 29, 2020 was $9,668 compared to $11,179 during the three-month period ended February 28, 2019.

 

Cash Flows used by Operating Activities

 

For the six-month period ended February 29, 2020, net cash flows used in operating activities was $6,930. Net cash flows used in operating activities was $10,547 for the six-month period ended February 28, 2019.

 

Cash Flows used by Investing Activities

 

We used $950 in investing activities during the six-month period ended February 28, 2019 compared to $0 for the six-month period ended February 29, 2020. During the six-month period ended February 28, 2019, the Company purchased computer equipment to make operations more efficient.

 

Cash Flows from Financing Activities

 

For the six-month period ended February 29, 2020, net cash flows from financing activities was $1,950 received from proceeds from issuance of common stock compared to $1,800 for the six-month period ended February 28, 2019.

 

PLAN OF OPERATION AND FUNDING

 

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

 

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

 

OFF-BALANCE SHEET ARRANGEMENTS

 

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


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GOING CONCERN

 

The independent registered public accounting firm auditors' report accompanying our August 31, 2019 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

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

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

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

 

Changes in Internal Controls over Financial Reporting

 

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


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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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

 

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

 

None.

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No senior securities were issued and outstanding during the three-month period ended February 29, 2020.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable to our Company.

 

ITEM 5. OTHER INFORMATION

 

None.

ITEM 6. EXHIBITS

 

Exhibits:

 

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

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

101.INS  XBRL Instance Document*

101.SCH XBRL Taxonomy Extension Schema Document*

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF XBRL Taxonomy Extension Definition Document*

101.LAB XBRL Taxonomy Extension Label Linkbase Document*

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document*

*Previously filed

 

SIGNATURES

 

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

 

 

 

 

UNEX HOLDINGS INC.

Dated: March 27, 2020

By: /s/ Veniamin Minkov

 

Veniamin Minkov, President and Chief Executive Officer and Chief Financial Officer


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