UbuyHoldings, Inc. (UBYH) 10-K Review: A Shell Company with an Uncertain Future

This in-depth review analyzes UbuyHoldings, Inc. (UBYH)’s Form 10-K for the fiscal year ended May 31, 2024. UBYH is a public shell company with no ongoing operations, no revenue, and a business plan centered on completing a reverse merger or acquisition. We break down the key takeaways from the report, examine the company’s financial health, discuss its extensive risk factors, and offer an investment score.

Warren.AI 💰 2.0 / 10

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1. Company Overview (Item 1)

UbuyHoldings, Inc. (formerly E-Pawn.com, Inc.) is a Nevada corporation that has been dormant since 2000. After decades of inactivity, the company underwent a custodianship in July 2023, during which its former officers resigned and a new CEO/Director, John Tan Honjian, was appointed. In June 2024, AEI Capital Ltd. acquired 100% of the Series A-1 Preferred Stock, representing a 95% voting stake post-conversion.

Business Model

• UBYH is a blank check or shell company. It has no assets or operations beyond minimal administrative functions.
• Its sole mission: identify and merge with an operating business (in any industry or geography) to create shareholder value.
• No target business has been selected; management has unlimited discretion in searches and transactions.

Corporate Governance

• Sole director & CEO: Mr. John Tan Honjian, part-time (10 hours/week)
• CFO (since April 16, 2025): Azham Azudin
• No audit, compensation, or nominating committees (only one director).

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2. Financial Results & Condition (Items 7, 7A & 8)

2.1 Income Statement Highlights

Fiscal Year Ended May 31	2024 (24)	2023 (24)
Operating Expenses	284,102	15,000
Net Loss	(284,102)	(15,000)

• No Revenue: The company has never generated product or service revenue.
• Expenses: Administrative and consulting costs accelerated in FY 2024 as management reorganized the shell and planned for an acquisition.
• Net Loss: ($284,102) in 2024 vs. ($15,000) in 2023.

2.2 Balance Sheet & Liquidity

• Total Assets: $0 on May 31, 2024 and 2023.
• Liabilities:
• Accounts payable & accrued liabilities: $0 (2024); $10,000 (2023).
• Related-party notes: $45,102 (2024); $5,000 (2023).
• Working Capital: ($45,102) deficiency.
• Shareholders’ Deficit: ($45,102).

2.3 Cash Flow

• Operations: Used $40,102 in FY 2024.
• Financing: Provided $40,102 by related-party loan.
• Net Cash: Zero at period end; no reserve to fund operations or pursue acquisitions.

2.4 Going Concern Warning

The independent auditor (Beckles & Co.) issued a "substantial doubt" opinion regarding UBYH’s ability to continue as a going concern. The company has:

• Recurring losses
• Negative cash flow
• An accumulated deficit exceeding $14 million

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3. Capital Structure & Dilution (Item 5)

Security Class	Authorized	Issued & Outstanding	Par Value	Ownership Impact
Common Stock	500M	284.37M	$0.001	Liquid? No
Series A Preferred	50M	—	$0.10	Converted 2024
Series A-1 Preferred	10M	10M	$0.001	95% post-conv.

• Potential Dilution: Any acquisition will require issuing large share blocks to target shareholders, dramatically diluting existing holders.
• Rule 144 Restrictions: As a shell, restricted shares cannot be freely resold for at least one year after it ceases being a shell and meeting SEC reporting requirements.

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4. Risk Factors (Item 1A)

UBYH lists 31 pages of risk factors. Key highlights:

1. Shell Company Status

• No specific operations or assets; Rule 144 resale suspension.
• Blank check classification under Rule 419.

1. No Business Plan Execution

• No target or timeline; unlimited industry/geography search.
• Must rely almost entirely on CEO/Board decisions without shareholder approval.

1. Financial & Liquidity Risks

• No cash reserves; insufficient funding for diligence and acquisitions.
• Reliance on future debt/equity financing, which will dilute current shareholders.

1. Market & Regulatory

• OTC Expert Market trading with extreme illiquidity & volatility.
• Compliance burdens under Exchange Act, 1940 Act risk if passive investments accumulate.
• Potential SEC Rule 15c2-11 and Nasdaq OTC restrictions if disclosures lapse.

1. Management & Conflicts

• CEO is part-time and involved in other ventures.
• Conflicts of interest if the CEO’s affiliates become targets or financing sources.

1. Tax & Structuring

• Business combinations may not qualify as tax-free reorganizations, adversely affecting shareholders.

Bottom Line: The full risk disclosures are a cautionary litany for any shell-seeking-to-merge. Investors face execution risk on every front.

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5. Corporate Governance & Officers (Items 10 & 11)

• Director & CEO: John Tan Honjian (sole director; part-time commitment).
• CFO: Azham Azudin (appointed April 2025).
• No Committees: No audit, compensation, or nominating committees; no independent directors.
• Executive Compensation: No cash salary to executive officers in either of the past two fiscal years.

Internal Controls: As of May 31, 2024, controls were not effective due to:

• Lack of segregation of duties
• No independent board or audit committee
• No documented policies or procedures
• Reliance on a single financial consultant

Management plans to enhance board structure and controls only after completing a reverse merger.

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6. Investment Score & Rationale

We assign UBYH a risk‐adjusted investment score of 2.0/10 based on:

Factor	Weight	Assessment
Business Model Risk	30%	Shell company; no target/pipeline.
Financial Health	25%	No cash; recurring losses; deficit.
Liquidity/Market Risk	20%	OTC Expert; illiquid; volatile.
Governance/Controls	15%	Single director; no committees.
Dilution/Financing Risk	10%	Heavy dilution upon combination.

Score Interpretation:

• 1–3: Extremely speculative, no revenue, high execution risk.
• 4–6: Early-stage with some operating assets or product pipeline.
• 7–10: Operating companies with proven cash flow and healthy balance sheets.

Given UBYH’s zero operational history, no assets, negative cash, substantial going-concern risk, and blank-check complexity, it falls squarely into the high-risk, highly speculative category.

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7. Conclusion & Next Steps

UbuyHoldings, Inc. (UBYH) offers a pure shell‐company play. While CEO Honjian brings private equity and cross-border M&A expertise, the absence of any target, assets, or near-term revenue makes this a “wait-and-see” situation. Prospective investors should be prepared for substantial dilution, no liquidity, and the possibility that UBYH may fail to consummate any business combination at all.

Key takeaways:

• Ultra‐high risk: No operations, no revenue, no cash.
• Diluted outcomes likely: Management will issue new shares to close any transaction.
• Governance & disclosure gaps: No independent oversight, no documented controls.

4b8 Want to dive deeper? Read our complete analysis and track UBYH’s 10-K review, investment score, and more shell-company profiles on our blog.

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Disclaimer: This is not financial advice. Always conduct your own due diligence.