UBUYHOLDINGS Posts $20K Loss, Faces Going Concern Doubts Amid Zero Revenue

TL;DR

**UBUYHOLDINGS is a cash-strapped shell company with no operations, making it a pure gamble on a future, undefined acquisition.**

AI Summary

UBUYHOLDINGS INC reported a net loss of $20,308 for the three months ended August 31, 2025, a significant increase from zero net loss in the same period of 2024. The company generated no revenue during either period, with total operating expenses amounting to $20,308, primarily from general and administrative costs. As of August 31, 2025, UBUYHOLDINGS had no cash and cash equivalents, negative working capital of $73,033, and an accumulated deficit of $14,286,593. Current liabilities increased to $73,033 from $52,725 as of May 31, 2025, largely due to an increase in notes payable to related parties from $18,584 to $62,975. The company's ability to continue as a going concern is in substantial doubt, relying on its custodian, Custodian Ventures LLC, for future financing. A significant change in control occurred on June 20, 2024, when AEI Capital Ltd. purchased 10,000,000 shares of Series A-1 Preferred Stock, representing 95% of the total voting power, from David Lazar, leading to a new management team.

Why It Matters

For investors, UBUYHOLDINGS INC's continued lack of operations, zero revenue, and increasing accumulated deficit of $14,286,593 signal extreme risk, making it a highly speculative investment. The reliance on related-party financing from Custodian Ventures LLC for liquidity raises questions about long-term sustainability and independence. Employees and customers are non-existent as the company is a 'shell company' with no current business. In the broader market, this filing highlights the risks associated with investing in dormant shell companies, especially those undergoing custodianship and changes in control, which often precede reverse mergers or asset purchases in highly competitive, unregulated environments.

Risk Assessment

Risk Level: high — The company has no cash, no revenue, and an accumulated deficit of $14,286,593 as of August 31, 2025. Its negative working capital of $73,033 and reliance on related-party financing for survival, as stated in Note 2, raise substantial doubt about its ability to continue as a going concern.

Analyst Insight

Investors should avoid UBUYHOLDINGS INC given its shell company status, zero operations, and significant financial distress. This is a highly speculative entity, and any investment would be a bet on an unannounced future acquisition, which carries extreme risk and no guarantee of success or profitability.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$73,033

net Income

-$20,308

eps

-$0.00

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• $20,308 — Net Loss (Increased from $0 in the prior year period, reflecting operating expenses.)
• $0 — Revenue (Company has no operations and generated no revenue for the period.)
• $14,286,593 — Accumulated Deficit (Significant and growing deficit, indicating historical losses.)
• $73,033 — Negative Working Capital (Indicates inability to meet short-term obligations with current assets.)
• $62,975 — Notes Payable Related Parties (Increased from $18,584, showing reliance on related-party financing.)
• 284,367,820 — Common Shares Outstanding (As of October 10, 2025, indicating a large share count for a non-operational company.)
• 95% — Voting Power Acquired (AEI Capital Ltd. acquired 95% of total voting power through Series A-1 Preferred Stock.)

Key Players & Entities

• UBUYHOLDINGS INC (company) — registrant
• Custodian Ventures LLC (company) — custodian and related party lender
• David Lazar (person) — former CEO, President, Secretary, CFO, Chairman, and seller of Series A-1 Preferred Stock
• AEI Capital Ltd. (company) — purchaser of Series A-1 Preferred Stock
• John Tan Honjian (person) — current President/CEO, CFO, Secretary, and Board Member
• Mohd Azham bin Azudin (person) — current CFO
• $20,308 (dollar_amount) — net loss for the three months ended August 31, 2025
• $14,286,593 (dollar_amount) — accumulated deficit as of August 31, 2025
• $73,033 (dollar_amount) — total current liabilities and negative working capital as of August 31, 2025
• $62,975 (dollar_amount) — notes payable to related parties as of August 31, 2025

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has no revenue and incurred a net loss of $20,308 for the three months ended August 31, 2025. With negative working capital of $73,033 and no cash, its ability to continue as a going concern is in substantial doubt, relying on financing from Custodian Ventures LLC.
• Reliance on Related-Party Financing [high — financial]: Notes payable to related parties increased significantly from $18,584 to $62,975 as of August 31, 2025. This highlights a substantial dependence on related parties for funding, which carries inherent risks.
• Lack of Operations and Revenue [high — operational]: UbuyHoldings Inc. has no current operations, products, services, customers, or intellectual property. The company generated $0 revenue in the reported periods, indicating a complete lack of business activity.
• Accumulated Deficit [high — financial]: The company has an accumulated deficit of $14,286,593 as of August 31, 2025. This substantial and growing deficit reflects a history of losses and a lack of profitability.
• Shell Company Status [medium — operational]: The company is described as a 'shell company' with no current operations. This status may attract regulatory scrutiny and limits its immediate business prospects.
• Negative Working Capital [high — financial]: As of August 31, 2025, the company has negative working capital of $73,033, indicating an inability to meet its short-term obligations with its current assets.

Industry Context

As a shell company with no current operations, UbuyHOLDINGS INC is not currently participating in any specific industry. Its stated plan is to identify and acquire an operating entity, at which point it would become subject to the dynamics and competitive landscape of that target industry.

Regulatory Implications

As a shell company, UbuyHOLDINGS INC is not subject to specific government approvals related to its current state. However, its lack of operations and financial distress may attract scrutiny from regulators regarding its future plans and potential transactions.

What Investors Should Do

1. Monitor future filings closely for any progress in identifying and acquiring an operating business, as this is the company's sole stated plan for generating revenue and value.
2. Assess the terms and conditions of any potential financing from Custodian Ventures LLC, given the company's reliance on this entity for its going concern.
3. Evaluate the management team's ability to execute a successful acquisition and integration strategy, considering the company's current lack of operational expertise.
4. Understand the risks associated with related-party transactions, particularly the increasing notes payable to related parties, which could impact future financial flexibility.

Key Dates

• 2024-06-20: Change in Control — AEI Capital Ltd. acquired 95% of voting power via Series A-1 Preferred Stock, leading to a new management team and a shift in the company's direction.

Glossary

Accumulated Deficit

The total net losses of a company over its lifetime that have not been offset by net income. (Indicates the company's historical unprofitability, with a significant deficit of $14,286,593 as of August 31, 2025.)

Working Capital

The difference between a company's current assets and current liabilities. Positive working capital means a company can meet its short-term obligations. (UbuyHoldings has negative working capital of $73,033 as of August 31, 2025, signaling potential liquidity issues.)

Going Concern

An assumption that a company will continue to operate for the foreseeable future. If doubt exists, it must be disclosed. (The company's ability to continue as a going concern is in substantial doubt due to its financial condition.)

Shell Company

A company that has no significant assets or operations, often created for the purpose of facilitating business transactions or avoiding taxes. (UbuyHoldings is identified as a shell company with no current operations, impacting its business strategy and investor appeal.)

Notes Payable Related Parties

Money owed by the company to individuals or entities that have a close relationship with the company, such as major shareholders or management. (This liability increased to $62,975 as of August 31, 2025, showing increased reliance on related-party financing.)

Year-Over-Year Comparison

For the three months ended August 31, 2025, UbuyHOLDINGS INC reported a net loss of $20,308, a significant increase from $0 in the prior year period. Revenue remained at $0 in both periods. Total operating expenses, primarily general and administrative, rose to $20,308 from $0. Current liabilities increased to $73,033 from $52,725, driven by a substantial rise in notes payable to related parties. The accumulated deficit also grew.

Filing Documents

• ubuyholdings_10q.htm (10-Q) — 323KB
• ubuyholdings_ex31-1.htm (EX-31.1) — 13KB
• ubuyholdings_ex31-2.htm (EX-31.2) — 14KB
• ubuyholdings_ex32-1.htm (EX-32.1) — 5KB
• ubuyholdings_ex32-2.htm (EX-32.2) — 5KB
• 0001829126-25-008069.txt ( ) — 1682KB
• cik0000787496-20250831.xsd (EX-101.SCH) — 15KB
• cik0000787496-20250831_cal.xml (EX-101.CAL) — 16KB
• cik0000787496-20250831_def.xml (EX-101.DEF) — 51KB
• cik0000787496-20250831_lab.xml (EX-101.LAB) — 155KB
• cik0000787496-20250831_pre.xml (EX-101.PRE) — 128KB
• ubuyholdings_10q_htm.xml (XML) — 103KB

– FINANCIAL INFORMATION

Part I – FINANCIAL INFORMATION Item 1.

Financial Statements (unaudited)

Financial Statements (unaudited) 2 Item 2.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 13 Item 4.

Controls and Procedures

Controls and Procedures 13

– OTHER INFORMATION

Part II – OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 15 Item 1A.

Risk Factors

Risk Factors 15 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15 Item 3. Defaults Upon Senior Securities 15 Item 4. Mine Safety Disclosures 15 Item 5. Other Information 15 Item 6. Exhibits 16

SIGNATURES

SIGNATURES 17 i PART I FINANCIAL INFORMATION CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Information contained in this quarterly report on Form 10-Q contains "forward-looking statements." These forward-looking statements are contained principally in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations," and are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to our ability to consummate the Merger, as such term is defined below; our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to the risks of limited management, labor and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we unde

Financial Statements

Item 1. Financial Statements. Index to Financial Statements Page

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS: Condensed Balance Sheets, August 31, 2025 (unaudited), and May 31, 2025 3 Condensed Unaudited Statements of Operations, for the Three Months Ended August 31, 2025, and August 31, 2024 4 Condensed Unaudited Statements of Changes in Stockholders' (Deficit), for the Three Months Ended August 31, 2025, and August 31, 2024 5 Condensed Unaudited Statements of Cash Flows, for the Three Months Ended August 31, 2025 and August 31, 2024 6 Notes to the Unaudited Condensed Interim Financial Statements 7 2 UbuyHoldings, Inc. Condensed Balance Sheets (Unaudited) August 31, May 31, 2025 2025 ASSETS Current assets: $ - $ - Total assets $ - $ - LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable and accrued liabilities $ 10,058 $ 34,141 Notes payable related parties 62,975 18,584 Total current liabilities 73,033 52,725 Commitments and contingencies - - Stockholders' Deficit: Preferred Stock, Class A $ 0.10 par value - 0 - shares authorized, - 0 - and - 0 - shares issued and outstanding respectively, as of August 31, 2025 and May 31, 2025 - - Preferred Stock, Class A-1 $ 0.001 par value 10,000,000 shares authorized, 10,000,000 and 10,000,000 shares issued and outstanding respectively as of August 31, 2025 and May 31, 2025 10,000 10,000 Common stock, $ 0.001 par value, 500,000,000 shares authorized, 284,367,820 and 284,367,820 shares issued and outstanding respectively as of August 31, 2025 and May 31, 2025 284,368 284,368 Additional paid-in capital 13,919,192 13,919,192 Accumulated deficit ( 14,286,593 ) ( 14,266,285 ) Total Stockholders' deficit ( 73,033 ) ( 52,725 ) Total liabilities and deficit $ - $ - The accompanying notes are an integral part of these unaudited condensed financial statements. 3 UbuyHoldings, Inc. Condensed (Unaudited) Three Months Ended Three Months

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

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Organizational History of the Company and Overview No Current Operations The Company has no operations at this time and currently does not have any principal products or services, customers, or intellectual property. As the Company has no current operations, it is also currently not subject to any competitive business conditions. Further, the Company is not subject to any government approvals at this time applicable to it as a "shell company," as such term is defined in Rule 12b-2 under the Exchange Act. Plan of Operation The Company has no operations from a continuing business other than the expenditures related to running the Company and has no revenue from continuing operations as of the date of this Report. Management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase, or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of coronavirus on our business, see Item 1A "Risk Factors. We do not currently engage in any business activities that provide revenue or cash flow. During the next 12-month period, we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business. Given our limited capital resources, we may c

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View this 10-Q filing on SEC EDGAR