UBYH: Dormant Shell Seeks Merger, Warns of Significant Dilution

TL;DR

**UBYH is a pure shell play; expect massive dilution if they ever find a merger, otherwise it's dead money.**

AI Summary

UBUYHOLDINGS INC (UBYH) is a Nevada-incorporated public shell company that reported no operations for the fiscal year ended May 31, 2025. The company's primary objective is to merge with an operating entity to create shareholder value, but it has not identified any potential merger candidates. UBYH has limited financial resources and no specific business plan, making the search for a suitable business opportunity complex and risky. The company's corporate history includes several name changes, from Java, Inc. in 1985 to E-Pawn.com, Inc. in 2000, and has been dormant since filing its Form 10-K/A in November 2001. Leadership transitioned in 2024, with Mr. David Lazar selling 10,000,000 shares of Series A-1 Preferred Stock, representing 95% of total voting power, to AEI Capital Ltd. Mr. John Tan Honjian was appointed CEO, President, CFO, and Secretary on June 24, 2024, and Mr. Mohd Azham bin Azudin became CFO on April 16, 2025. The company has no full-time employees, with both executives working part-time, and maintains no facilities beyond a White Plains, NY office. Any future merger is expected to be significantly dilutive to existing stockholders.

Why It Matters

UBYH's status as a dormant shell company with no operations presents a high-risk, high-reward scenario for investors. The company's strategy hinges entirely on identifying and executing a successful merger, which, if achieved, could provide a public listing for a private entity, potentially benefiting the acquired company's employees and customers through increased capital access. However, existing UBYH shareholders face significant dilution, potentially retaining less than 20% ownership in a merged entity, making this a speculative play. The competitive landscape for acquiring business opportunities is fierce, with UBYH's limited resources putting it at a disadvantage against larger venture capital firms.

Risk Assessment

Risk Level: high — The risk level is high because UBUYHOLDINGS INC has no current operations, no identified merger candidate, and limited financial resources. The filing explicitly states, "We currently have no operations, and investors therefore have no" and highlights that any acquisition or merger will "most likely be dilutive to our existing stockholders," potentially reducing their ownership to less than 20% in a tax-free reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code.

Analyst Insight

Investors should approach UBYH with extreme caution, recognizing it as a highly speculative shell company. Only those with a high-risk tolerance and understanding of significant dilution potential should consider an investment, acknowledging that the company's success is entirely dependent on an unidentifiable future merger.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$0

eps

$0.00

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• 2025-05-31 — Fiscal year end (The period covered by this 10-K filing.)
• 1985 — Year of incorporation (UbuyHoldings, Inc. was incorporated as Java, Inc. in Nevada.)
• 2001-11-19 — Last active filing date (The company has been dormant since filing its Form 10-K/A for the period ending May 31, 2000.)
• 2023-07-26 — Date Custodian Ventures LLC was appointed custodian (Marks the beginning of recent corporate activity after dormancy.)
• 10,000,000 — Shares of Series A-1 Preferred Stock sold by David Lazar (Represented 95% of the total voting power of the company.)
• 95% — Voting power of Series A-1 Preferred Stock (The percentage of total voting power held by the Series A-1 Preferred Stock sold by David Lazar.)
• 2024-06-24 — Effective date of new officer appointments (Mr. John Tan Honjian assumed CEO, President, CFO, and Secretary roles.)
• 2025-04-16 — Appointment date of new CFO (Mr. Mohd Azham bin Azudin was appointed Chief Financial Officer.)
• 10 — Weekly hours devoted by CEO/President/Secretary (Indicates part-time engagement of key management.)
• 20% — Maximum ownership for existing stockholders post-merger (Existing stockholders would retain less than 20% of the surviving entity in a tax-free reorganization.)

Key Players & Entities

• UBUYHOLDINGS INC (company) — Registrant
• David Lazar (person) — Former CEO, President, Secretary, CFO, and Chairman of the Board from July 26, 2023, until June 20, 2024
• AEI Capital Ltd. (company) — Purchaser of 10,000,000 shares of Series A-1 Preferred Stock from David Lazar
• John Tan Honjian (person) — Current CEO, President, CFO, and Secretary, and sole director since June 24, 2024
• Mohd Azham bin Azudin (person) — Chief Financial Officer appointed on April 16, 2025
• Custodian Ventures LLC (company) — Appointed custodian of the Company on July 26, 2023
• Nevada (regulator) — State of incorporation
• SEC (regulator) — Securities and Exchange Commission
• $0.001 (dollar_amount) — Par value of Common Stock
• 284,367,820 (dollar_amount) — Shares of common stock issued and outstanding as of September 11, 2025

FAQ

Risk Factors

• No Operations or Revenue [high — operational]: The company currently has no operations and has not generated any revenue. Investors have no basis for evaluating the company's future prospects or its ability to achieve its objective of locating and completing a business combination.
• Limited Capital for Acquisition [high — financial]: UBYH has limited capital resources, which may hinder its ability to identify, negotiate, or pay for a suitable business combination. This lack of capital could prevent the company from taking advantage of available opportunities on favorable terms or at all.
• Difficulty Identifying Merger Target [high — operational]: The company has not identified any potential merger candidates and faces a complex and risky search for a suitable business opportunity. There is no assurance that a business combination will be completed in a reasonable timeframe, on reasonable terms, or at all.
• Potential Worthless Investment [high — financial]: If UBYH is unsuccessful in acquiring a new business and generating material revenues, investors' entire investment could become worthless. Even with a successful combination, there is no guarantee of significant revenue generation or investor profit.
• Lack of Specific Business Plan [medium — operational]: The company lacks a specific business plan, making the search for a suitable business opportunity complex and risky. Without a defined strategy, the ability to develop and implement a plan of operation is uncertain.
• Dilutive Merger Impact [medium — financial]: Any future merger is expected to be significantly dilutive to existing stockholders, with existing shareholders retaining less than 20% of the surviving entity in a tax-free reorganization.
• Part-Time Management [medium — operational]: Key management personnel, including the CEO/President/CFO/Secretary, are engaged on a part-time basis, dedicating only 10 hours per week. This limited engagement may impact the company's ability to effectively pursue its business objectives.
• Shell Company Status [low — regulatory]: As a public shell company with no operations, UBYH faces scrutiny and potential regulatory challenges. Its history of dormancy and name changes could also raise concerns for potential partners and regulators.

Industry Context

As a shell company, UBUYHOLDINGS INC operates outside of a traditional industry. Its strategy is to acquire an operating business, meaning its future industry will depend entirely on the target company. The current market for Special Purpose Acquisition Companies (SPACs) and reverse mergers, which shell companies often utilize, is subject to regulatory scrutiny and investor sentiment, which can fluctuate significantly.

Regulatory Implications

As a shell company with no operations, UBYH is subject to regulatory oversight concerning its status and its pursuit of a business combination. The company's history of dormancy and recent significant change in control could attract additional regulatory attention. Compliance with SEC reporting requirements for public companies remains critical.

What Investors Should Do

1. Exercise extreme caution and conduct thorough due diligence.
2. Understand the significant dilution risk.
3. Monitor management's progress in identifying a merger target.
4. Assess the impact of the new controlling shareholder (AEI Capital Ltd.).

Key Dates

• 1985-01-01: Incorporation as Java, Inc. — Marks the initial establishment of the corporate entity that would later become UBYH.
• 2000-01-01: Name change to E-Pawn.com, Inc. — Reflects a past attempt at a business direction, highlighting the company's history of changes.
• 2001-11-19: Last active filing date (Form 10-K/A) — Indicates a prolonged period of dormancy for the company prior to recent leadership changes.
• 2023-07-26: Appointment of Custodian Ventures LLC — Signifies the beginning of recent corporate activity after a long period of dormancy.
• 2024-06-24: New officer appointments — Mr. John Tan Honjian appointed CEO, President, CFO, and Secretary, marking a significant shift in leadership.
• 2025-04-16: Appointment of new CFO — Mr. Mohd Azham bin Azudin appointed Chief Financial Officer, further shaping the current management team.

Glossary

Shell Company

A company that has no commercial operations or assets. Shell companies are often used for the purpose of acquiring or merging with another company. (UBYH is explicitly identified as a public shell company seeking a merger, which defines its current business strategy and associated risks.)

Business Combination

A merger, acquisition, or similar transaction where two or more companies are combined into one. (This is the primary objective of UBYH; its success hinges entirely on its ability to execute a business combination with an operating entity.)

Dilutive

An action that decreases the value of existing shareholders' equity, typically by issuing new shares that increase the total number of outstanding shares. (The report explicitly states that any future merger is expected to be dilutive to existing stockholders, a key concern for current investors.)

Forward-Looking Statements

Statements about future events or conditions that are based on current expectations and assumptions, and are subject to risks and uncertainties. (The report contains numerous forward-looking statements regarding UBYH's merger plans and future operations, which are subject to significant uncertainty.)

Series A-1 Preferred Stock

A class of preferred stock with specific rights and privileges, in this case, carrying 95% of the total voting power. (The sale of this stock to AEI Capital Ltd. represents a significant shift in control and voting power within the company.)

Year-Over-Year Comparison

As UBUYHOLDINGS INC reported no operations for the fiscal year ended May 31, 2025, and has been dormant since 2001, a direct comparison of key financial metrics like revenue, net income, or margins to a previous active filing is not applicable. The primary changes from previous periods relate to corporate control, with a new majority voting power holder and updated management appointments, rather than operational performance. The risk factors remain largely consistent, emphasizing the company's shell status and the inherent risks of pursuing a business combination.

Key Financial Figures

• $0.001 — nge on which registered Common Stock: $0.001 par value UBYH N/A Securities reg

Filing Documents

• ubuyholdings_10k.htm (10-K) — 530KB
• ubuyholdings_ex31-1.htm (EX-31.1) — 13KB
• ubuyholdings_ex31-2.htm (EX-31.2) — 11KB
• ubuyholdings_ex32-1.htm (EX-32.1) — 5KB
• ubuyholdings_ex32-2.htm (EX-32.2) — 5KB
• img_001.jpg (GRAPHIC) — 5KB
• 0001829126-25-007322.txt ( ) — 1989KB
• cik0000787496-20250531.xsd (EX-101.SCH) — 15KB
• cik0000787496-20250531_cal.xml (EX-101.CAL) — 16KB
• cik0000787496-20250531_def.xml (EX-101.DEF) — 50KB
• cik0000787496-20250531_lab.xml (EX-101.LAB) — 157KB
• cik0000787496-20250531_pre.xml (EX-101.PRE) — 128KB
• ubuyholdings_10k_htm.xml (XML) — 112KB

Risk Factors

Risk Factors 6 Item 1B Unresolved Staff Comments 15 Item 1C Cybersecurity 15 Item 2

Properties

Properties 15 Item 3

Legal Proceedings

Legal Proceedings 15 Item 4 Mine Safety Disclosures 15 PART II Item 5 Market for Common Equity and Related Stockholder Matters 16 Item 6

Selected Financial Data

Selected Financial Data 16 Item 7

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 17 Item 7A

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 18 Item 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data F-1 Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 19 Item 9A

Controls and Procedures

Controls and Procedures 19 Item 9B Other Information 20 Item 9C Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 20 PART III Item 10 Directors, Executive Officers, and Corporate Governance 21 Item 11

Executive Compensation

Executive Compensation 23 Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 24 Item 13 Certain Relationships and Related Transactions, and Director Independence 25 Item 14 Principal Accountant Fees and Services 25 PART IV Item 15 Exhibits and Financial Statement Schedules 26 i PART I

DESCRIPTION OF BUSINESS

ITEM 1. DESCRIPTION OF BUSINESS As used in this Annual Report, the terms "we", "us", "our", "the Company", and "UBYH" mean UbuyHoldings, Inc., unless otherwise indicated. Cautionary Note Regarding Forward-Looking Statements This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ability to locate and acquire an operating business and the resources and efforts we intend to dedicate to such an endeavor, our development of a viable business plan and commencement of operations, and our ability to locate sources of capital necessary to commence operations or otherwise meet our business needs and objectives. All statements other than statements of historical facts contained in this Report, including statements regarding our future financial position, liquidity, business strategy, and plans and objectives of management for future operations, are forward-looking "intend", "should", "plan", "could", "target", "potential", "is likely", "will", "expect" and similar expressions, as they relate to us, are intended to identify forward-looking financial trends that may affect our financial condition, results of operations, business strategy, and financial needs. The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties, and risks that may cause actual results to differ materially from these forward-looking statements include those described in Item 1A. –Risk Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events, or otherwise. Our Company UBYH, a Nevada corporation, is a public shell company seeking to create v

RISK FACTORS

ITEM 1A. RISK FACTORS Risks Relating to Our Business and Financial Condition We currently have no operations, and investors therefore have no basis for evaluating the Company's future prospects. We currently have no operations and will rely upon a merger with or acquisition of an operating business to commence operations and generate revenue. Because we have no operations and have not generated revenues, investors have no basis for evaluating our ability to achieve our business objective of locating and completing a business combination with a target business. We have no current arrangements or understandings concerning a business combination with any prospective target business. We may be unable to complete a business combination in a reasonable timeframe, on reasonable terms, or at all. If we fail to complete a business combination as planned, we will never generate any operating revenues. We may face difficulties or delays in our search for a business combination and may not have access to sufficient capital to consummate it. We may face difficulty identifying a viable business opportunity, negotiating, or paying for any resulting business combination. Economic factors that are beyond our control such as increased competition for acquisitions of operating entities that we expect to encounter as a result thereof may hinder our efforts to locate and/or obtain a business that is suitable for our business goals at a price we can afford and on terms that will enable us to grow our business to generate value to our shareholders sufficiently. We have limited capital, and we may not be able to take advantage of any available business opportunities on favorable terms or at all due to the limited availability of capital. There can be no assurance that we will have sufficient capital to provide us with the necessary funds to successfully develop and implement our plan of operation or acquire a business we deem to be appropriate or necessary to accomplish our object

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View this 10-K filing on SEC EDGAR