UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~DECEMBER~~MARCH 31, ~~2017~~2018

Commission ~~file~~File ~~number~~Number 333-207109

APEX RESOURCES, INC. (Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

~~Alytaus~~150 gS. ~~100~~Los Robles Avenue, ~~Varėna~~Suite 650, ~~Lithuania~~Pasadena, CA 91101

(Address of principal executive offices, including zip code.)

(~~775~~626)~~253~~ 910-~~3921~~5101

(Telephone number, including area code)

Check whether the issuer (1) 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 last 90 days. YES x NO o

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or aan ~~smaller~~emerging ~~reporting~~growth company. See the definitions of "“large accelerated filer”, "“accelerated filer”," ~~"non-accelerated~~“smaller ~~filer,"~~reporting company” and ~~"smaller~~“emerging ~~reporting~~growth company"” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x (Do not check if a smaller reporting company) Emerging growth company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

State the number of shares outstanding of each of the issuer'’s classes of common equity, as of the latest practicable date: 5,080,000 shares as of ~~January~~June 1928, 2018

APEX RESOURCES, INC.

FORM 10-Q FOR THE NINE-MONTH PERIOD ENDED MARCH 31, 2018

TABLE OF CONTENTS

		Page Number
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
	BALANCE SHEETS (UNAUDITED) AS OF MARCH 31, 2018 AND DECEMBER 31, 2017	3
	STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE- AND NINE-MONTH PERIODS ENDED MARCH 31, 2018 AND MARCH 31, 2017	4
	STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE- AND NINE-MONTH PERIODS ENDED MARCH 31, 2018 AND MARCH 31, 2017	5
	NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4.	CONTROLS AND PROCEDURES	15

	PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	17
ITEM 1A.	RISK FACTORS	17
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	17
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	17
ITEM 4.	MINE SAFETY DISCLOSURES	17
ITEM 5.	OTHER INFORMATION	17
ITEM 6.	EXHIBITS	18

ITEM 1. FINANCIAL STATEMENTS

KIRTANE & PANDIT LLP CHARTERED ACCOUNTATS

APEX RESOURCES INC
BALANCE SHEETS

	March 31, 2018 (Unaudited)			June 30, 2017 (Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	507		$	2,756
Prepaid purchase		32,836			-
Total Current Assets		33,343			2,756

Fixed Assets
Building		4,328			4,328
Accumulated Depreciation - Building		(793	)		(577	)
Land		4,328			4,328
Total Fixed Assets		7,863			8,078

Total Assets	$	41,206		$	10,834

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Bank Overdraft	$	14		$	-
Accounts Payable		497			10,000
Unearned Revenue		33,790			-
Accrued Expenses		261.85			1,500
Loan Payable - Due to Director		-			1,231
Income Tax Payable		-			1,297
Total Current Liabilities		34,562			14,028

Total Liabilities		34,562			14,028

Commitment and Contingencies		-			-

Stockholders’ Equity (Deficit)
Common stock, $0.001 par value, 75,000,000 shares
authorized; 5,080,000 shares issued and outstanding		5,080			5,080
Additional paid-in-capital		45,851			42,120
Deficit accumulated during the development stage		(44,287	)		(50,394	)
Total Stockholders’ Equity (Deficit)		6,644			(3,194	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	41,206		$	10,834

The accompanying notes are an integral part of these financial statements

~~H-16,~~3 ~~Saraswat~~Table ~~Colony,~~of ~~Sitladevi Temple Road, Mahim (W), Mumbai 400016~~Contents

T: 91-22-24444119 Email:kpcamumbai@kirtanepandit.com

APEX RESOURCES INC
STATEMENTS OF OPERATIONS
(UNAUDITED)

	Three months ended			Three months ended			Nine months ended			Nine months ended
	March 31, 2018			March 31, 2017			March 31, 2018			March 31, 2017

Revenue	$	-		$	31,237		$	60,474		$	93,681
Cost of Goods Sold	$	-		$	(30,388	)	$	(50,843	)	$	(85,383	)
Gross Profit	$	-		$	849		$	9,631		$	8,298

Operating Expenses
General and administrative expenses		1,458			1,715			4,606			18,594
Advertising and promotion		-			-			-			43,099
Depreciation		72			72			216			216
Total Operating Expenses		1,530			1,787			4,822			61,909
Net Income (Loss) from Operations		(1,530	)		(938	)		4,809			(53,611	)

Other Income (Expense)		-			-			-			-

Income (Loss) Before Income Taxes		(1,530	)		(938	)		4,809			(53,611	)

Provision for (Benefit of) Income Taxes
Income tax expense (benefit) - Current		(1,298	)		-			(1,298	)		-

Net Income (Loss)	$	(232	)	$	(938	)	$	6,107		$	(53,611	)

Earnings (Loss) per Common Share:
Basic and Diluted	$	(0.0000	)	$	(0.0002	)	$	0.0012		$	(0.0106	)

Weighted average number of common shares outstanding:
Basic and Diluted		5,080,000			5,080,000			5,080,000			5,080,000

The accompanying notes are an integral part of these financial statements

~~Report~~4 Table of ~~Independent Registered Public Accounting Firm~~Contents

We have reviewed the accompanying balance sheet, and related statement of operation, stockholders' equity and cash flows of Apex Resources Inc. (the "Company") as of December 31, 2017, and the three-month periods then ended. These interim financial statements are the responsibility of the company's management.

APEX RESOURCES INC
STATEMENTS OF CASH FLOWS
(UNAUDITED)

	Nine months ended			Nine months ended
	March 31, 2018			March 31, 2017
Operating Activities
Net Income (Loss)		6,107			(53,611	)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation		216			216
Changes in operating assets and liabilities
Prepaid purchase		(32,836	)		-
Accounts payable		(9,503	)		10,000
Bank overdraft		14			-
Unearned revenue		33,790			-
Accrued expenses		(1,238	)		-
Income tax payable		(1,298	)		-
Net cash used in operating activities		(4,748	)		(43,395	)

Investing Activities		-			-
Net cash provided by (used in) investing activities		-			-

Financing Activities
Proceeds from issuance of common stock		-			43,200
Proceeds from loan from Director		2,500			500
Net cash provided by financing activities		2,500			43,700

Net increase (decrease) in cash and cash equivalents	$	(2,248	)	$	305

Cash and equivalents at beginning of the period		2,756			70

Cash and equivalents at end of the period	$	507		$	375

Supplemental cash flow information:
Cash paid for:
Interest	$	-		$	-
Taxes	$	-		$	-

Significant non-cash transactions:
Discharged loan from Director converted to additional paid-in capital	$	3,731		$	-

The accompanying notes are an integral part of these financial statements

We5 ~~conducted~~Table ~~our review in accordance with the standards~~ of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.Contents

~~The~~Apex ~~accompanying financial statements have been prepared assuming that the company will continue as a going concern. As indicated in Note 3 to the financial statements~~Resources, ~~the company has experienced limited operations that raise substantial doubt about its ability to continue as a going concern~~Inc. Management's plans in regard to these matters are also not described in the notes to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to the matter.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America (US GAAP).

For Kirtane & Pandit LLP

Chartered Accountants

FRN: 105215W/W100057

PCAOB FIRM ID NO 5686

/s/ Milind Bhave

Partner

Membership No. 047973

Place: Mumbai, India

Date: January 15, 2018

APEX RESOURCES INC
BALANCE SHEETS
	December 31, 2017			June 30, 2017
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash	$	239		$	2,756
TOTAL CURRENT ASSETS		239			2,756
FIXED ASSETS
Building	$	4,328		$	4,328
Accumulated Depreciation - Building		(721	)		(577	)
Land		4,328			4,328
TOTAL FIXED ASSETS		7,934			8,078
TOTAL ASSETS	$	8,172		$	10,834
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities:
Accounts Payable	$	0		$	10,000
Accrued Expenses		500			1,500
Loan Payable - Due to Director		3,231			1,231
Income Tax Payable		1,297			1,297
TOTAL LIABILITIES	$	5,028		$	14,028
STOCKHOLDERS' EQUITY
Common stock: authorized 75,000,000; $0.001 par value; 5,080,000 shares issued and outstanding at December 31, 2017 and June 30, 2017	$	5,080		$	5,080
Additional Paid In Capital		42,120			42,120
Profit (loss) accumulated during the development stage		(44,055	)		(50,394	)
Total Stockholders' Equity	$	3,145		$	(3,194	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	8,172		$	10,834

The accompanying notes are an integral part of these financial statements

APEX RESOURCES INC
STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months		Three Months			Six Months		Six Months
	Ended		Ended			Ended		Ended
	December 31, 2017		December 31, 2016			December 31, 2017		December 31, 2016
REVENUES
Sales:
Merchandise Sales	$	30,366	$	30,606		$	60,474	$	62,444
Total Income		30,366		30,606			60,474		62,444
Cost of Goods Sold:
Purchases - Resale Items	$	20,989	$	23,922		$	50,843	$	54,995
Total Cost of Goods Sold		20,989		23,922			50,843		54,995
Gross Profit		9,377		6,684			9,631		7,449
Operating Expenses:
General and administrative	$	1,627	$	16,110		$	3,148	$	16,879
Advertising & Promotion		-		43,100			-		43,100
Depreciation		72		72			144		144
Total Expenses		1,699		59,282			3,292		60,123
Income Before Income Tax	$	7,678	$	(52,598	)	$	6,339	$	(52,674	)
Provision for Income Tax		-		-			-		-
Net Income for Period		7,678		(52,598	)		6,339		(52,674	)
Net gain (loss) per share:
Basic and diluted	$	0.0015	$	(0.0104	)	$	0.0012	$	(0.0104	)
Weighted average number of shares outstanding:
Basic and diluted		5,080,000		5,080,000			5,080,000		5,080,000

The accompanying notes are an integral part of these financial statements

APEX RESOURCES INC STATEMENTS OF CASH FLOWS (Unaudited)

	Six Months			Six Months
	Ended			Ended
	December 31, 2017			December 31, 2016
Operating activities:
Net Income	$	6,339		$	(52,674	)
Adjustment to reconcile net loss to net cash provided by operations:
Changes in assets and liabilities:
Accumulated Depreciation		144			144
Accounts Payable		(10,000	)		10,000
Accrued Expenses		(1,000	)
Provision for Income Tax		-			-
Net cash provided by operating activities		(4,517	)		(42,529	)
Financing activities:
Proceeds from issuance of common stock		-			43,200
Due to related party		2,000			-
Net cash provided by financing activities		2,000			43,200
Investing activities:
Purchase of Building		-			-
Net cash provided by investing activities		-			-
Net increase in cash		(2,517	)		671
Cash, beginning of period		2,756			70
Cash, end of period	$	239		$	740
Supplemental disclosure of cash flow information:
Cash paid during the period
Taxes	$	-		$	-
Interest	$	-		$	-

The accompanying notes are an integral part of these financial statements

Apex Resources Inc

Notes to the Condensed Financial Statements

~~December~~March 31, ~~2017~~2018

Note 1: Organization and Basis of Presentation

Apex Resources, Inc. (the “Company”) is a ~~for profit~~ corporation established under the Corporation Laws of the State of Nevada on March 31, 2015.

~~The~~Sales ~~primary focus~~ of ~~Apex~~Steam ~~Resources~~Room Inc is providing very high quality stream room products at competitive prices. The Company is a newly created company and is subject to all risks inherent to the establishment of a start-up business enterprise. The Company’s operations are based in Lithuania, but use the U.S. dollar as its functional currency. Products

~~Our~~Prior ~~financial~~to ~~statements~~April ~~and~~7, ~~related~~2018, ~~notes~~the ~~are~~Company ~~presented~~was engaged in ~~accordance~~the ~~with~~business ~~accounting~~of ~~principles~~selling ~~generally~~high ~~accepted~~quality instream room products at competitive prices. The Company conducted the ~~United~~steam ~~States,~~room sales operation from its principal office in Lithuania. The Company’s purchases and ~~are~~sales ~~expressed~~prices were both quoted in the U.S. ~~dollars~~Dollars and, therefore, used the U.S. ~~The~~Dollar ~~Company’s~~as ~~fiscal~~its ~~year-end~~functional iscurrency ~~June~~to 30account for the financial position and results of operations of the steam room products sales activities.

~~The~~On ~~Financial~~March ~~Statements~~23, ~~and~~2018, ~~related~~a ~~disclosures~~change asin control of ~~December~~the 31Company occurred, ~~2017~~pursuant ~~are~~to ~~reviewed~~which ~~pursuant~~three toparties acquired an aggregate 4,000,000 shares of the ~~rules~~Company’s common stock (or approximately 78.74% of the total issued and ~~regulations~~outstanding shares of the ~~United~~Company ~~States~~as ~~Securities~~of ~~and~~the ~~Exchange~~date ~~Commission~~of acquisition) from Tadas Dabasinkas, pursuant to that certain Securities Purchase Agreement (the “~~SEC~~SPA”). ~~Unless~~Mr. Dabasinkas received an aggregate $443,079 for the ~~context~~4,000,000 ~~otherwise~~shares; ~~requires~~the Company received no proceeds from this transaction. Pursuant to the SPA and other related agreements, Mr. Dabasinkas resigned from all ~~references~~management and Board positions; and all of the Company’s outstanding loan balance owed to ~~“Apex”~~Mr. Dabasinkas, ~~“Apex~~in ~~Resources”~~the amount of $3,731, ~~“we”~~was fully forgiven by Mr. Dabasinkas. As a result, ~~“us”~~the Company recorded additional paid-in capital as of March 23, ~~“our”~~2018 orfor the $3,731 debt discharged by Mr. Dabasinkas. See Note 6: “~~company~~Debt Discharge” ~~are~~and toNote ~~Apex~~8: ~~Resources~~“Change ~~Inc.~~in Control”, for additional details.

After the end of the period, the Company completed the last sale of steam room products by making delivery on April 6, 2018 of inventory ordered by a customer in February 2018. The steam room sales activities were discontinued after April 6, 2018.

Data Center Hosting Services

The Company entered into an agreement dated April 26, 2018 (the “ADC Agreement”) with Chongqing Puxin Blockchain Technology Co., Ltd. (“Puxin”), a cryptocurrency mining company in China, pursuant to which the Company will contribute $2.0 million to a new company, Apex Data Center Inc. (“ADC”) incorporated by Puxin, in exchange for an 80% equity in ADC. Puxin will retain 20% of the equity of ADC. ADC will build a “mining pool”, or a facility with rig machines that mine cryptocurrencies, for a hosting or management fee with the capability of accommodating up to 100,000 dedicated servers in a facility to be built in Washington State. While the Company does not currently own any rig machine, it is expected to receive and host 2,000 to 3,000 rig machines owned by Puxin in China into ADC’s facilities in the first phase. The Company will either host additional machines for other third parties or raise the capital to acquire additional machines. The target is to host a total of 10,000 rig machines in the facility in the next 12 months.

Under the ADC agreement, the Company has agreed to invest a total of $2 million for the construction and operation of the new ADC data center. Puxin will offer its expertise and assist the Company to design, budget, construct, and manage the day-to-day operations of the new ADC data center. Upon execution of the ADC Agreement, the Company is required to provide the first $280,000 of its total $2 million investment to ADC as working capital for development of the new ADC data center. To date, the Company has provided $20,000 of the required working capital amount.

If the Company fails to make its total capital contribution of $2 million, Puxin may increase its capital contribution for any unfulfilled amount, diluting the Company’s ownership interest in ADC proportionately. Alternatively, the parties may agree to admit a third party as a new investor, with the resulting dilution in ownership of ADC being borne completely by the Company.

The Company’s financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and are expressed in the U.S. dollars. The Company’s fiscal year-end is June 30.

Table of Contents

Apex Resources, Inc.

Notes to the Condensed Financial Statements

March 31, 2018

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification (“ASC”), thereby removing the financial reporting distinction between development stage entities and other reporting entities from the U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements for the Company.

The Financial Statements and related disclosures as of March 31, 2018 are reviewed pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Unless the context otherwise requires, all references to “Apex”, “Apex Resources”, “we”, “us”, “our” or the “company” are to Apex Resources, Inc.

Note 2: Significant Accounting Policies and Recent Accounting Pronouncements

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Bank overdraft, if any, is presented as a current liability in the balance sheet.

Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~December~~March 31, ~~2017~~2018.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

67 Table of Contents

Apex Resources, Inc.

Notes to the Condensed Financial Statements

~~December~~March 31, ~~2017~~2018

Development Stage Entity

The Company decided to early adopt ASU 2014-10 which eliminates the definition of a development stage entity, eliminates the development stage presentation and disclosure requirements under ASC 915, and amends provisions of existing variable interest entity guidance under ASC 810.

Basic and Diluted Loss Per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal as of March 31, 2018.

Revenue Recognition

The company follows the guidelines of ASC 605-15 for revenue recognition. Revenue is recognized when all the following conditions have been met:

a. the customer has prepaid for the product; b. the product has been shipped from either Apex Resources or one of our suppliers, and; c. the product has been delivered and signed for by the customer as evidenced by the shipping company.

	(1)	persuasive evidence of an arrangement exists;
	(2)	delivery has occurred;
	(3)	the selling price is fixed and determinable;
	(4)	collectability is reasonably assured; and
	(5)	the amount of future return can be reasonably estimated.

The company is the primary obligor in the sales transaction. We are able to select suppliers based upon the customer’s needs, we do not have a key supplier, we have sales agreements with multiple suppliers and we are able to set the price of the product to the customer. Customers are allowed to return the products within 30 days for exchange or refund if defects in manufacturing are identified. The company does not believe the 30 day exchange or refund will have a material impact on our revenue recognition as any product which has a defect in manufacturing will be returned to the supplier for replacement or refund for the customer based upon pursuant law and the Uniform Commercial Code.

Based on the above, the Company determined that the revenue recognition for the sales is in accordance with the FASB ASC 605-15-25-1.

Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

Apex Resources Inc

Notes to the Condensed Financial Statements

December 31, 2017

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

~~Our~~Income ~~effective~~taxes ~~tax~~are ~~rate~~calculated and accrued for ~~fiscal~~U.S. ~~year~~taxes ~~2018~~only. isThe ~~17%,~~company ~~which~~did wenot ~~expect~~accrue toany beLithuanian ~~fairly~~taxes ~~consistent~~under inLithuanian ~~the~~corporate ~~near~~rules, ~~term.~~as ~~Our~~we ~~tax~~believe ~~rate~~our isbusiness ~~also~~activities ~~affected~~prior byto ~~discrete~~the ~~items~~April ~~that~~7, ~~may~~2018 ~~occur~~discontinuance inof ~~any~~steam ~~given~~room ~~year,~~products ~~but~~sales ~~are~~generated ~~not~~no ~~consistent~~taxable ~~from~~income ~~year~~under tothe ~~year~~local tax rules.

Income taxes are calculated and accrued for U.S. taxes only. The company does not currently accrue any Lithuanian taxes under Lithuanian corporate rules. As we become profitable, and have sustained revenue within Lithuania, we may become subject to Lithuanian taxes.

Recent Accounting Pronouncements

~~The~~Management ~~Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. The Company~~ has reviewed all the recently issued, ~~pronouncements.~~but ~~During~~not ~~this~~yet ~~review~~effective, ~~the~~accounting ~~Company~~pronouncements, ~~decided~~and todoes ~~early~~not ~~adopt~~believe ~~ASU~~any ~~2014-10~~of ~~which~~these ~~eliminates~~pronouncements ~~the~~will ~~definition~~have of a ~~development~~material ~~stage~~impact ~~entity,~~on ~~eliminates~~ the ~~development stage presentation and disclosure requirements under ASC 915, and amends provisions of existing variable interest entity guidance under ASC 810~~Company.

On8 ~~June~~Table ~~10, 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination~~ of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, consolidation, which removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. For the first annual period beginning after December 15, 2014, the presentation and disclosure requirements in Topic 915 will no longer be required for the public business entities. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. The Company has adopted the amendment as of fiscal year ended June 30, 2015.Contents

~~There~~Apex ~~are several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective. Each of these pronouncements~~Resources, ~~as applicable, has been or will be adopted by the Company~~Inc. ~~As of December 31, 2017, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company.~~

Apex Resources Inc

Notes to the Condensed Financial Statements

~~December~~March 31, ~~2017~~2018

Unaudited Financial Statements

The balance sheet as of ~~December~~March 31, ~~2017~~2018, the statements of operations and cash flows for the three and ~~six~~nine-month periods ended ~~December~~March 31, ~~2017~~2018, have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with ~~accounting~~U.S. ~~principles generally accepted in the United States of America~~GAAP, have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018 are not necessarily indicative of results expected for the full year ending June 30, 2018. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in financial position at ~~December~~March 31, ~~2017~~2018 have been made.

It is suggested that these statements be read in conjunction with the June 30, 2017 audited financial statements and the accompanying notes included in the Company’s Annual Report on Form 10-K and related amendments filed with the Securities and Exchange Commission.

Note 3: Going Concern

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern for one year after the date the financial statements were issued.

For the period from its inception (on March 31, 2015) to ~~December~~March 31, ~~2017~~2018, the Company had aan accumulated net ~~profit (~~loss) of $(44,~~055)~~287. The Company’s ~~ability~~net toworth ~~continue~~was $6,644 as aof ~~going~~March ~~concern~~31, is2018. ~~dependent~~This ~~upon~~raises substantial doubt about the Company’s ability to ~~generate~~continue ~~sufficient~~as ~~revenues~~a togoing ~~operate~~concern ~~profitably~~within orone ~~raise~~year ~~additional~~after ~~capital~~the ~~through~~date ~~debt~~that ~~financing~~the ~~and/or~~financial ~~through~~statements ~~sales~~are ~~of common stock~~issued.

~~Management~~The ~~plans~~ability to ~~fund~~continue ~~operations~~as ofa ~~the~~going ~~Company~~concern ~~through~~is ~~the~~dependent ~~proceeds~~upon ~~from~~the ~~its~~Company’s ~~recent~~ability ~~offering pursuant~~ to asuccessfully ~~Registration~~execute ~~Statement~~its onbusiness ~~Form~~plan ~~S-1~~and orgenerate ~~private~~profitable ~~placements~~operations ofin ~~restricted~~the ~~securities~~future, and/or ~~the~~to ~~issuance~~obtain ofthe ~~stock~~necessary infinancing ~~lieu~~to ofmeet ~~cash~~its ~~for~~obligations ~~payment~~and ofrepay ~~services~~its ~~until~~liabilities ~~such~~arising afrom ~~time~~normal asbusiness ~~profitable~~operation ~~operations~~when ~~are~~they ~~achieved~~become due. ~~There~~Management ~~are~~intends noto ~~written~~finance ~~agreements~~operating incosts ~~place~~over ~~for such funding or issuance of securities and there can be no assurance that such will be available in~~ the ~~future.~~next ~~Management~~twelve ~~believes~~months ~~that~~with ~~this~~loans ~~plan~~from ~~provides~~related anparties ~~opportunity~~or ~~for~~ the ~~Company~~issuance toof ~~continue~~equity asand adebt ~~going concern~~securities.

The failure to achieve the necessary levels of profitability or obtain the additional funding would be detrimental to the Company.

Note 4: Concentrations

~~Initial~~For its steam room products business, the Company’s sales are concentrated with one ~~client~~customer. ~~Sales~~Although sales are made without collateral, ~~and~~management believes the credit-related losses are insignificant or non-existent. Accordingly, there is no provision made to include an allowance for doubtful accounts.

Note 5: Legal Matters

The Company has no known legal ~~issues~~proceedings pending.

9 Table of Contents

Apex Resources, Inc.

Notes to the Condensed Financial Statements

~~December~~March 31, ~~2017~~2018

InNote ~~June~~6: ~~2015~~Debt ~~the~~Discharge Director and President of the Company made the initial deposits to the Company’s bank accounts (checking and savings) in the amount $105 which is being carried as a loan payable. The Director loaned the company additional funds from time to time, paying expenses on behalf of the Company. The balance of the loan at December 31, 2017 is $3,231. The loan is non-interest bearing, unsecured and due upon demand.

Since June 2015 the former principal shareholder, and sole officer and director of the Company Mr. Dabasinkas, has loaned the Company funds and paid business expenses on behalf of the Company from time to time. These loans are non-interest bearing, unsecured and due upon demand. As of March 23, 2018, the outstanding principal balance of such loans from and advances by Mr. Dabasinkas was in the amount of $3,731. As a result of the change in control on March 23, 2018, and as more fully described in Note 8: “Change in Control”, the entire unpaid principal balance of- these loans was discharged by Mr. Dabasinkas. Therefore, the balance of the loan at March 31, 2018 is $0. The Company recorded additional paid-in capital as of March 23, 2018 for the $3,731 debt discharged by Mr. Dabasinkas.

During the three and nine months ended March 31, 2018, Mr. Dabasinkas loaned the Company $500 and $2,500, respectively.

Note 7: Capital Stock

~~The~~As of March 31, 2018 the Company has 75,000,000 shares of common stock, ~~with a~~ par value of $0.001 per share, authorized.

On June 15, 2015 the Company issued 4,000,000 shares of common stock for a purchase price of $0.001 per share to its then-sole ~~director~~Director. The Company received aggregate gross proceeds of $4,000. As of ~~December~~March 31, ~~2017~~2018 there were no outstanding stock options or warrants.

In ~~November~~October 2016 the Company sold and issued 1,080,000 shares at $0.04 per share pursuant to ~~its~~an ~~recent~~ offering onpursuant to a Registration Statement on Form S-1, which was declared effective by the SEC on October 4, 2016. The shares were issued to 31 ~~independent~~individuals ~~shareholders~~ for aggregate gross proceeds of $43,200.

Note 8: ~~Fixed~~Change ~~Assets~~in Control

InOn ~~June~~March 3023, ~~2015~~2018, three parties acquired an aggregate 4,000,000 shares of the Company’s ~~purchased~~common ~~land~~stock (or 78.74% of the total issued and aoutstanding ~~small~~shares ~~office~~of ~~located~~the atCompany ~~Aytaus~~as g.of ~~100,~~the ~~Varena,~~date ~~Lithuania~~of acquisition) from Tadas Dabasinkas pursuant to the SPA. ~~The~~Mr. ~~purchase~~Dabasinkas ~~price~~received ofan aggregate $8443,~~655~~079 ~~was~~for ~~allocated~~the ~~as $~~4,~~327~~000,000 shares; the Company received no proceeds from this transaction.50 ~~for~~Pursuant to the ~~building~~SPA and $4other related agreements,~~327~~ Mr.50 ~~for~~Dabasinkas ~~the~~resigned ~~land.~~from ~~The~~all management and Board positions; and all of the Company’s ~~utilizes~~outstanding loan balance owed to Mr. Dabasinkas, in the ~~space~~amount asof a$3,731, ~~primary~~was ~~office~~fully forgiven by Mr. Dabasinkas.

Note 9: Fixed Assets/Assets Held for Sale

In June 30, 2015, the Company purchased land and a small office located at Aytaus g. 100, Varena, Lithuania. The purchase price of $8,655 was allocated as $4,327.50 for the building and $4,327.50 for the land. As of March 31, 2018 and prior to April 7, 2018 the Company utilized the space as its principal office to conduct the Company’s former steam room products sales activities. As the Company discontinued the steam room products sales activities on April 7, 2018, the office in Lithuania is treated as an asset held for sale under ASC 250-45 and ASC 360-10 post-April 6, 2018.

Fixed assets are stated at cost. The Company utilizes straight-line depreciation over the estimated useful life of the asset.

Land	0 years
Buildings	15 years
Office Equipment	7 years

For the three- ~~months~~and nine-month periods ended ~~December~~March 31, ~~2017~~2018, the Company recorded depreciation expense of $72 and $216, respectively, for the building.

Note 910: Income Taxes

~~The~~Apex ~~Company~~Resources ~~uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes~~Inc.” ~~Under this method, income tax expense~~ is ~~recognized~~registered ~~for~~in the ~~amount~~State of: ~~(i)~~Nevada ~~taxes~~and ~~payable~~is orsubject ~~refundable~~to ~~for~~ the ~~current year and (ii) deferred~~ tax ~~consequences~~law of ~~temporary~~the ~~differences~~United ~~resulting~~States ~~from~~of ~~matters~~America ~~that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets~~ and ~~liabilities~~a ~~are~~federal ~~measured~~corporate ~~using~~statutory ~~enacted~~ tax ~~rates~~rate ~~expected~~of to21% ~~apply~~starting toJanuary ~~taxable~~1, ~~income in the years in which those temporary differences are expected to be recovered or settled~~2018.

10As of March 31, 2018, the Company had net operating loss carry forwards of approximately $44,287 that may be available to reduce future years’ taxable income through 2035 and 2038. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

~~Apex~~Benefit ~~Resources~~of ~~Inc~~income taxes for the three and nine month-periods ended March 31, 2018 were $1,298 and $1,298, respectively. The income tax benefit results from a March 31, 2018 reversal of previously accrued income tax payable in the amount of $1,298.

Table of Contents

Apex Resources, Inc.

Notes to the Condensed Financial Statements

~~December~~March 31, ~~2017~~2018

~~The~~Note ~~effect~~11: onRelated ~~deferred~~Party tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.Transactions

~~Our~~The ~~effective~~Company ~~tax~~had ~~rate~~a ~~for~~related ~~fiscal~~party ~~year~~transaction ~~2017~~involving ~~was~~the ~~17%,~~Company’s ~~which~~former weprincipal ~~expect~~shareholder toand besole ~~fairly~~director ~~consistent~~and inofficer, ~~the~~Tadas ~~near term~~Dabasinkas. ~~Our~~The ~~tax~~nature ~~rate~~and isdetails ~~also~~of ~~affected~~the bytransaction ~~discrete~~are ~~items~~described ~~that may occur~~ in ~~any~~Note ~~given year~~6, ~~but~~“Debt ~~are not consistent from year to year~~Discharge”.

~~The~~Note ~~components~~12: ofSubsequent ~~income (loss) before income taxes were comprised of the following:~~Events

	Year ended June 30, 2017
Tax jurisdictions from:
– U.S.	$	(53,102	)
Income (loss) before income taxes	$	(53,102	)

The Company has evaluated events subsequent through the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued.

~~Provision~~As ~~for~~discussed ~~income~~in ~~taxes~~Note ~~(at~~1, ~~17%)~~“Organization ~~consisted~~and Basis of Presentation”, a change in control of the ~~following:~~Company occurred on March 23, 2018, followed by the discontinuation of its steam room products business on April 7, 2018. Subsequently the Company entered into the ADC Agreement on April 26, 2018, to develop a facility to host cryptocurrency mining operations. No adjustment was recorded in the Company’s financial statements as of March 31, 2018 to reflect any effect on the financial statements by the above events.

	Year ended June 30, 2017
Current:
		(9,027	)
Income tax expense	$	(9,027	)

Table of Contents

~~Realization~~ITEM of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income2. AsMANAGEMENT’S ~~the~~DISCUSSION ~~achievement~~AND ofANALYSIS ~~required~~OF ~~future~~FINANCIAL ~~taxable~~CONDITION ~~income~~AND isRESULTS ~~uncertain,~~OF ~~the Company recorded a valuation allowance~~OPERATIONS. ~~For the six months ended December 31, 2017 the Company recorded a net gain of $6,339.~~

~~Apex~~CAUTIONARY ~~Resources~~STATEMENT ~~Inc~~REGARDING isFORWARD-LOOKING ~~registered in the State of Nevada and is subject to United States of America tax law.~~ STATEMENTS

~~Note~~This ~~10:~~report ~~Related~~contains ~~Party~~forward-looking ~~Transactions~~statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

~~The~~While ~~Company's~~these ~~sole~~forward-looking ~~officer~~statements, and ~~director~~any isassumptions ~~involved~~upon inwhich ~~other~~they ~~business~~are ~~activities~~based, ~~and~~are ~~may~~made in good faith and reflect our current judgment regarding the ~~future~~direction of our business, ~~become~~actual ~~involved~~results inwill ~~other~~almost ~~business~~always ~~opportunities~~vary, assometimes ~~they~~materially, ~~become~~from ~~available~~any estimates, predictions, projections, assumptions or other future performance suggested herein. ~~The~~Except ~~Company~~as ~~has~~required aby ~~related~~applicable ~~party~~law, ~~transaction~~including ~~involving~~the securities laws of the ~~Company’s~~United ~~director.~~States, ~~The~~we ~~nature~~do ~~and~~not ~~details~~intend to update any of the ~~transaction~~forward-looking ~~are~~statements ~~described~~to inconform ~~Note~~these 6statements to actual results.

~~Note~~Recent ~~11: Subsequent Events~~Developments

~~The~~On March 23, 2018, three parties purchased an aggregate 4,000,000 shares, or approximately 78.7%, of the Company’s ~~has~~common ~~evaluated~~stock ~~events~~from ~~subsequent~~Tadas ~~through~~Dabasinkas, the ~~date~~principal ~~these~~shareholder, ~~financial~~sole ~~statements~~director ~~have~~and ~~been~~sole ~~issued~~executive toofficer ~~assess~~of the ~~need~~Company, being all the shares owned by him. Mr. Dabasinkas received an aggregate $443,079 for ~~potential~~the ~~recognition~~4,000,000 orshares; ~~disclosure~~the inCompany received no proceeds from this ~~report~~transaction. ~~Such~~As ~~events~~a ~~were~~result ~~evaluated~~of ~~through~~this ~~the~~transaction, ~~date~~control ~~these~~of ~~financial~~the ~~statements~~company ~~were~~changed ~~available~~from Mr. Dabasinkas to bethese ~~issued~~three parties. ~~Based~~On ~~upon~~the ~~this~~same ~~evaluation~~date, itfive ~~was~~additional ~~determined~~individuals ~~that~~purchased an aggregate 1,078,450 shares, or approximately 21.2%, of the Company’s common stock from the Company’s other shareholders. The Company received no ~~subsequent~~proceeds ~~events~~from ~~occurred~~this ~~that~~transaction. ~~require~~None ~~recognition~~of orthe ~~disclosure~~purchasing inshareholders is an affiliate of Mr. Tadasinkas or the ~~financial~~other ~~statements~~selling shareholders.

11In connection with the transactions described above, Mr. Dabasinkas resigned from all of his positions with the Company, including Chief Executive Officer, President and director. The new majority shareholders of the Company elected new directors who, in turn, appointed new officers.

~~ITEM~~It 2is the intention of the Company’s new management to pursue a different business from that the steam room products business pursued by prior management, and which business was discontinued on April 7, 2018. ~~MANAGEMENT'S~~The ~~DISCUSSION~~Company ~~AND~~intends ~~ANALYSIS~~to ORpursue ~~PLAN~~one OFor ~~OPERATION~~more business opportunities using blockchain technology related products and services in various areas, which may include financing, gaming, education and data storage.

~~CAUTIONARY~~Plan ~~STATEMENT~~of ~~REGARDING~~Operations ~~FORWARD-LOOKING STATEMENTS~~

~~This~~Our ~~report~~cash ~~contains~~balance ~~forward-looking~~as ~~statements~~of ~~which~~March ~~relate~~31, to2018 ~~future~~was ~~events~~$507, orwhich ~~our~~is ~~future~~insufficient ~~financial~~to ~~performance.~~fund Inour ~~some~~intended ~~cases,~~business ~~you~~operations. ~~can~~The ~~identify~~following ~~forward-looking~~plan ~~statements~~of byoperations ~~terminology~~is ~~such~~dependent asupon ~~“may”,~~our ~~“should”,~~ability ~~“expects”,~~to ~~“plans”,~~raise ~~“anticipates”,~~significant ~~“believes”,~~amounts ~~“estimates”,~~of ~~“predicts”~~capital, ~~“potential”~~in ~~or “continue” or~~ the ~~negative~~form of ~~these~~equity ~~terms~~ and/or ~~other comparable terminology~~debt. ~~These~~There ~~statements~~is ~~are~~no ~~only~~commitment ~~predictions~~from ~~and~~any ~~involve~~person ~~known~~for ~~and~~any ~~unknown~~such ~~risks,~~capital ~~uncertainties~~ and ~~other~~there ~~factors,~~can ~~including~~be ~~the~~no ~~risks~~assurances ~~in the section entitled “Risk Factors,”~~ that ~~may~~capital ~~cause~~will ~~our~~be oravailable ~~our industry’s actual results, levels of activity, performance or achievements~~ to beus ~~materially~~on ~~different~~favorable ~~from any future results~~terms, ~~levels of activity, performance~~ or ~~achievements~~at ~~expressed~~all. orSee ~~implied~~“Liquidity byand ~~these~~Capital ~~forward-looking~~Resources” ~~statements~~below.

~~While~~Blockchain ~~these~~technology ~~forward-looking~~is ~~statements~~a decentralized ledger, providing a secure way to store information and ~~any~~data. ~~assumptions~~Hash ~~upon~~function ~~which~~links ~~they~~records together, and once records are ~~based~~created, they are ~~made~~stored inby ~~good~~a ~~faith~~distributed ~~and~~network ~~reflect~~of ~~our~~computers. ~~current~~Cryptocurrencies ~~judgment~~like ~~regarding~~Bitcoin, ~~the~~Bitcoin ~~direction~~cash ofand ~~our~~Ethereum ~~business,~~are ~~actual~~one ~~results~~of ~~will~~the ~~almost~~products ~~always~~utilizing ~~vary~~blockchain technology, ~~sometimes~~to ~~materially,~~protect transaction data from ~~any~~embezzlement ~~estimates,~~or ~~predictions,~~other ~~projections~~malicious acts, ~~assumptions~~as orwell ~~other~~as ~~future~~speed ~~performance~~up ~~suggested~~the ~~herein~~transferring process. ~~Except~~This asessentially ~~required~~takes byout ~~applicable~~the ~~law,~~middle ~~including~~man and makes transactions fair and without the ~~securities~~costs ~~laws~~or ofprohibitions inherent with centralized systems such as banks or the ~~United~~government. ~~States,~~This weis doespecially ~~not~~useful for international trades where traditionally parties may have to pay both countries for tax as well as banking fees in both countries. We intend to ~~update~~operate ~~any~~our ofbusiness with the ~~forward-looking~~goal ~~statements~~of tofurthering ~~conform~~block ~~these~~chain ~~statements~~technology tothrough ~~actual~~investment, ~~results~~research, partnership and pioneering this new field.

~~Results~~12 Table of ~~Operations~~ Contents

WeApex have had $343,306 in operating revenues and $306,122 in cost of goods sold since our inception on March 31, 2015 through December 31, 2017. Our activities have been financed from $37,184 in gross profits, a loan of $105 from our sole officer and director to open the company bank accounts, $4,000 from the sale of 4,000,000 shares of common stock to our director and $43,200 in proceeds from the sale of 1,080,000 shares at $0.04 per share to 31 independent shareholders pursuant to the company’s Registration Statement on Form S-1.Agreement

~~For~~In furtherance of our new business, we entered into an agreement dated April 26, 2018 (the ~~period~~“ADC ~~from~~Agreement”) ~~inception~~with ~~through~~Chongqing ~~December~~Puxin 31Blockchain Technology Co., ~~2017~~Ltd. (“Puxin”), wea ~~incurred~~cryptocurrency ~~operating~~mining ~~expenses~~company ofin China, pursuant to which we will contribute $812.0 million to a new company,~~239~~ Apex Data Center Inc. (“ADC”), ~~consisting~~incorporated ~~primarily~~by Puxin, in exchange for an 80% equity in ADC. Puxin will retain 20% of ~~advertising~~the ~~expenses, professional~~equity ~~fees~~of ~~and~~ADC. ~~office~~ADC ~~expenses~~will ~~and~~build ~~recorded~~a “mining pool”, or a ~~provision~~facility with rig machines that mine cryptocurrencies, for ~~income~~a ~~tax~~hosting or management fee, with the capability of $1accommodating up to 100,~~297~~000 ~~for~~dedicated servers in a ~~net~~facility ~~loss~~to be built in Washington State. While we do not currently own any rig machine, it is expected that we will receive and host 2,000 to 3,000 rig machines owned by Puxin in China into ADC’s facilities in the first phase. We will either host additional machines for other third parties or raise the capital to acquire additional machines. The target is to host a total of ~~$44~~10,~~055~~000 rig machines in the facility in the next 12 months.

~~For~~Under the ~~three~~ADC ~~months~~agreement, ~~ended~~we ~~December~~have ~~31,~~agreed ~~2017~~to weinvest ~~generated~~a total of $~~30,366~~2 inmillion ~~revenues~~for the construction and ~~$20~~operation of the new ADC data center. Puxin will offer its expertise and assist the Company to design,~~989~~ inbudget, ~~cost~~construct, and manage the day-to-day operations of ~~goods~~the ~~sold~~new ~~for~~ADC adata ~~gross~~center. ~~profit~~Upon execution of $9the ADC Agreement,~~377.~~ Wewe ~~incurred~~are ~~operating~~required ~~expenses~~to ofprovide the first $1280,~~699,~~000 ~~consisting~~of ~~primarily~~the oftotal ~~general~~$2 ~~expense~~million ~~and~~investment ~~depreciation~~to ~~expense~~ADC as working capital for adevelopment ~~net~~of ~~gain~~the ~~(loss)~~new ADC data center. As of the date of the filing of this quarterly report we have provided $720,~~678~~000 of the required working capital amount.

~~For~~If ~~the~~we ~~three~~fail ~~months~~to ~~ended~~make ~~December~~our ~~31,~~total ~~2016~~capital wecontribution ~~generated~~of $~~30,606~~2 ~~in revenues and $23~~million,~~922~~ inPuxin ~~cost~~may ofincrease ~~goods~~its ~~sold~~capital contribution for aany ~~gross~~unfulfilled ~~profit~~amount, ofdiluting ~~$6,684.~~our Weownership ~~incurred~~interest ~~operating~~in ~~expenses~~ADC ofproportionately. ~~$59~~Alternatively,~~282,~~ ~~consisting~~the ofparties ~~$43,100~~may inagree ~~advertising~~to ~~and~~admit ~~promotional~~a ~~expense~~third ~~and~~party ~~the~~as ~~balance~~a innew ~~general~~investor, ~~expense~~with ~~and~~the ~~depreciation~~resulting ~~expense~~dilution ~~for~~in aownership ~~net~~of ~~gain~~ADC ~~(loss)~~being ofborne ~~$(52,598)~~completely by us.

12We do not have sufficient funds to meet our financial obligations under the ADC Agreement. Because we are not generating operating revenue at this time, we must raise capital, in the form of equity and/or debt, to meet our financial obligations under the ADC Agreement. There are no agreements for any such funding at this time. There can be no assurance that any such funding will be available to us on favorable terms, or at all. Our failure to raise the necessary capital to meet our financial obligations under the ADC Agreement could result in significant dilution of our ownership interest in ADC or even the abandonment of the ADC project altogether. See “Liquidity and Capital Resources” below.

~~For~~Results ~~the six months ended December 31, 2017 we generated $60,474 in revenues and $50,843 in cost~~ of ~~goods~~Operations ~~sold for a gross profit of $9,631. We incurred operating expenses of $3,292, consisting primarily of general expense and depreciation expense for a net gain (loss) of $6,339.~~

~~For~~Three-Month ~~the~~Period ~~six~~Ended ~~months~~March ~~ended December~~ 31, ~~2016~~2018 wecompared ~~generated~~to ~~$62,444~~the inThree-Month ~~revenues~~Period ~~and~~Ended ~~$54,995~~March ~~in cost of goods sold for a gross profit of $7~~31,~~449.~~ We2017 ~~incurred operating expenses of $60,123, consisting of $43,100 in advertising and promotional expense and the balance in general expense and depreciation expense for a net gain (loss) of $(52,674).~~

~~Plan~~Revenue, Cost of ~~Operation~~Goods ~~for~~Sold ~~the~~and ~~next~~Gross ~~12 months~~Profit

~~Our~~For ~~cash~~the ~~balance~~three ismonths ended March 31, 2018, we generated $~~239~~0 asin revenues and $0 in cost of ~~December~~goods sold, compared to revenue of $31,237 and cost of goods sold of $30,387 during the same period of 2017. ~~Our~~The ~~cash~~changes ~~balance~~represent isdecreases in revenue and cost of goods sold in the amounts of $31,237 and $30,387, respectively. The Company did not ~~sufficient~~make any delivery of sales during the three months ended March 31, 2018, but did receive a deposit of $33,790 from a customer for steam room products ordered in February 2018. However, the merchandise ordered was not delivered by our supplier directly to ~~fund~~our customer until April 6, 2018, when we officially recognized the revenue and related cost under our ~~limited~~accounting ~~levels~~policy and ASC 605-15. The $33,790 deposit received, along with the cost of ~~operations~~the merchandise of $32,836 that was prepaid by the Company to its supplier, were recorded as unearned revenue and prepaid purchase, rather than sales revenue and cost of goods sold, as of March 31, 2018.

~~Even~~For ~~under~~the athree ~~limited~~months ~~operations~~ended ~~scenario~~March to31, ~~maintain~~2018, our ~~corporate~~gross ~~existence,~~profit wewas ~~believe~~$0, weor ~~will require~~ a ~~minimum~~decrease of $~~10,000~~849 infrom ~~additional~~the ~~cash~~gross ~~over~~profit ~~the~~of ~~next~~$849 12during ~~months~~the tosame ~~maintain~~period ~~our~~of ~~regulatory~~2017. ~~reporting~~As ~~and~~explained ~~filings.~~above, ~~Management~~despite ~~believes~~of the ~~company~~receipt ~~will~~of ~~require~~customer adeposit ~~minimum~~and ofour ~~approximately~~prepayment ~~$40,000~~for ~~over~~the products that the ~~next~~customer ~~twelve~~ordered during the three months toended ~~remain~~March in31, ~~business~~2018, ~~either~~no ~~from~~sales ~~revenues~~and orcost ~~funding.~~of Wegoods ~~currently~~sold ~~have~~was norecorded ~~arrangement~~until inApril ~~place~~6, to2018, ~~cover~~resulting ~~this~~in ~~shortfall~~a $0 gross profit.

If13 weTable ~~do not generate revenues these funds will have to be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership~~ of our shares. We will also require additional financing to sustain our business operations if we are ultimately not successful in earning revenues. We currently do not have any arrangements regarding the offering or following the offering for further financing and we may not be able to obtain financing when required. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.Contents

~~There~~Operating are no assurances that we will be able to obtain further funds required for our continued operations. Even if additional financing is available, it may not be available on terms we find favorable. At this time, there are no anticipated sources of additional funds in place. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.Expenses

~~Our~~For ~~independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for~~ the ~~next~~three ~~twelve~~ months ~~unless~~ended weMarch ~~obtain~~31, ~~additional~~2018, ~~capital~~we toincurred ~~pay~~operating ~~our~~expenses ~~bills.~~of ~~This is because we have generated~~ $~~343~~1,~~306~~530, inwhich ~~revenues~~represents ~~but~~a nodecrease ~~significant increase~~ in ~~revenues~~the ~~are~~amount ~~anticipated~~of ~~until~~$257 weas ~~complete~~compared ~~our initial business development. There is no assurance we will ever reach that stage. To meet our need for cash we have raised money from an offering pursuant~~ to ~~a Registration Statement filed on Form S-~~$1,787 ~~however~~during wethe ~~were~~same ~~only~~period ~~able~~of to2017. ~~raise~~Operating ~~half~~expenses ~~the~~are ~~amount~~consisting weprimarily ~~anticipated.~~of Ifvarious weprofessional ~~need~~fees ~~additional cash~~ and ~~cannot~~depreciation ~~raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely~~expense.

13Provision for (Benefit of) Income Taxes

WeBenefit ~~have~~of ~~commenced~~Income ~~our~~Taxes ~~steam~~for ~~room~~the ~~products~~three ~~distribution~~months ~~business.~~ended InMarch 31, 2018 was $1,298, or an increase of $1,298 compared to the ~~next~~$0 ~~twelve~~provision for income taxes for the three months ended March 31, we2017. ~~plan~~The to$1,298 ~~engage~~benefit inis the ~~following~~result ~~activities~~of toa ~~expand~~reversal ~~our~~of ~~business~~accrued ~~operations:~~estimated corporate income tax liabilities originally previously recorded on June 30, 2015. No current tax liability was provided for the three months periods ended March 31, 2018 and 2017.

~~During~~Net the first stages of our growth, our director will provide all of the labor required to execute our business plan at no charge. Funds will come from cash on hand from revenues or loans from our director.Loss

Our ~~president~~net ~~will~~loss ~~devote~~for ~~approximately~~the 10three-month toperiod 20ended ~~hours~~March of31, ~~his~~2018 ~~time~~was to$232, ~~our~~a ~~operations.~~decrease ~~Once~~of we$706 ~~are~~compared ~~able~~ to ~~attract~~a ~~more~~net ~~and~~loss ~~more~~of ~~customers~~$938 toduring ~~buy~~the ~~our~~same ~~product~~period heof ~~has agreed to commit more time as required~~2017. ~~Because~~The hedecrease ~~will~~in ~~only~~net beloss ~~devoting~~in ~~limited~~the ~~time~~three-month toended ~~our~~March ~~operations~~31, ~~our~~2018 ~~operations~~was ~~may~~largely beattributed ~~sporadic and occur at times which are convenient~~ to ~~him.~~the ~~As a result~~$1,298 ~~operations~~income ~~may~~tax bebenefit, ~~periodically~~offset ~~interrupted~~by orthe ~~suspended~~decrease ~~which could result~~ in agross ~~lack~~profit offor ~~revenues and a cessation of operations~~$849.

~~Our~~Nine-Month ~~specific~~Period ~~goal~~Ended isMarch to31, ~~profitably~~2018 ~~sell~~compared ~~our~~to ~~product.~~the ~~Our~~Nine-Month ~~plan~~Period ofEnded ~~operations~~March is31, ~~as follows:~~2017

~~Negotiation~~Revenue, ~~With~~Cost ~~Potential~~of ~~Customers~~Goods ~~(Distributors~~Sold ~~And~~and ~~Brokers)~~Gross Profit

~~Months~~For ~~1-6: We~~the ~~will~~nine ~~continue~~months toended ~~negotiate~~March ~~agreements~~31, ~~with~~2018 ~~national~~we ~~medium-sized~~generated ~~wholesale~~$60,474 ~~and~~in ~~wholesale~~revenues ~~Steam~~and ~~Room~~$50,843 ~~Distribution~~in ~~companies.~~cost Toof ~~date~~goods sold, ~~several~~as ~~medium-sized~~compared ~~wholesale~~to ~~Steam~~revenue ~~Room~~of ~~Distribution~~$93,681 ~~companies~~and ~~have~~cost ~~expressed~~of ~~interest~~goods insold ~~our~~of ~~products. We~~$85,382 ~~have~~during ~~contacted~~the ~~buyers~~same ~~from~~period ~~these~~of ~~companies~~2017. ~~and~~The ~~have~~changes ~~engaged~~represent decreases in ~~discussion~~revenue ~~regarding~~and ~~supplying~~cost ~~Steam~~of ~~Room~~goods ~~Distribution products; we~~ sold toin ~~one of~~ the ~~Steam~~amounts ~~Room~~of ~~Distribution firms~~$33,207 ~~who~~and ~~continues~~$34,540, torespectively. ~~make~~The ~~repeat~~change ~~orders.~~in Wesales ~~have~~was nolargely ~~written~~attributed ~~agreements~~to ~~with~~a ~~any~~February of2018 ~~them~~sales atorder ~~the~~of ~~current~~$33,790 ~~time~~that ~~but~~ we ~~will~~did benot ~~providing~~recognize ~~samples~~as torevenue ~~several~~until ~~buyers~~the intime anof ~~attempt~~delivery toon ~~secure~~April ~~contracts~~6, ~~with these companies~~2018. WeSimilarly, ~~have~~the ~~purchased~~decrease ~~samples~~in ~~which~~cost ~~will~~of begoods ~~provided~~sold towas ~~our~~generally ~~main~~attributable ~~prospects;~~to the deferred merchandize cost of $4332,~~100~~836 that was ~~split~~not ~~between~~applied ~~our~~to ~~offering~~the ~~proceeds~~cost ~~and~~of ~~revenues~~goods sold until April 2018.

14For the nine months ended March 31, 2018, our gross profit was $9,631, or an increase of $1,333 from the gross profit of $8,298 during the same period of 2017.

~~Marketing~~Operating Expenses

~~Months~~For ~~1-12: We~~the ~~plan~~nine tomonths ~~advertise~~ended ~~through~~March ~~home~~31, ~~improvement~~2018 ~~trade~~we ~~shows~~incurred ~~and~~operating aexpenses ~~road~~of ~~show~~$4,822, ~~campaign~~or ata ~~the~~decrease ~~stores~~ of ~~our future customers~~$57,087 ~~distributors~~compared ~~and brokers. We continue~~ to ~~develop~~the ~~and~~operating ~~maintain~~expenses ~~a database~~ of ~~potential~~$61,910 ~~customers~~during ~~who~~the ~~may~~same ~~want~~period toof ~~purchase Steam Room products from us~~2017. WeOperating ~~follow~~expenses upare ~~with~~consisting ~~these~~primarily ~~clients~~of ~~periodically~~professional fees, ~~send~~advertising ~~them our new catalogues~~ and ~~offer~~promotion, ~~them presentations~~ and ~~special~~depreciation ~~discounts from time to time~~expense. WeDuring ~~plan~~the tonine-month ~~print~~period ~~catalogues~~ended ~~and~~March ~~flyers~~31, ~~and~~2018 ~~mail them to potential customers as part of our marketing campaign if~~ we ~~have~~incurred ~~the~~$0 ~~funds~~advertising ~~from~~and ~~revenues~~promotion tofee, docompared ~~so. We intend~~ to ~~use~~advertising ~~marketing strategies, such as web advertisements, direct mailing, samples for main prospects~~ and ~~phone~~promotion ~~calls~~fee toof ~~acquire additional customers. We intend to spend~~ $343,~~000~~099 ~~- $5,000 on marketing efforts~~ during ~~this year. Marketing is an ongoing matter that will continue during~~ the ~~life~~same period of ~~our operations~~2017.

~~Development~~Provision for (Benefit of) ~~Our~~Income ~~Website~~Taxes

~~Months~~Benefit ~~7-12: During~~of ~~this~~Income ~~period,~~Taxes wefor ~~intend~~the tonine ~~further~~months ~~develop~~ended ~~our~~March ~~website~~31, if2018 ~~revenues~~was ~~will~~$1,298, ~~support~~or ~~the~~an ~~expense.~~increase Weof ~~may~~$1,298 ~~hire~~compared ~~a web designer~~ to ~~help us with~~ the ~~design~~$0 ~~and~~provision ~~basic~~for ~~development~~income oftaxes ~~our~~for ~~website~~the ifnine ~~our~~months ~~director~~ended isMarch ~~unable~~31, to2017. ~~accomplish~~The ~~it.~~$1,298 Webenefit dois ~~not~~the ~~have~~result ~~any~~of ~~written~~a ~~agreements~~reversal ~~with~~of ~~any~~accrued ~~web~~estimated ~~designers~~corporate atincome ~~current~~tax ~~time.~~liabilities ~~The~~originally ~~basic~~previously ~~website~~recorded ~~development~~on ~~cost~~June is30, ~~expected~~2015. toNo becurrent ~~$1,700.~~tax ~~Updating~~liability ~~and~~was ~~improving~~provided ~~our~~for ~~website~~the ~~will~~nine ~~continue~~months ~~throughout~~periods ~~the~~ended ~~lifetime~~March of31, ~~our~~2018 ~~operations~~and 2017.

ItNet isIncome ~~our plan that when we have enough money we want to start making and selling our own brand of steam room products~~ (~~steam rooms~~Loss).

~~For~~Our net income for the ~~current~~nine-month ~~time,~~period ~~our~~ended ~~company~~March is31, ~~focused~~2018 onwas ~~getting~~$6,107, ~~our~~or ~~second~~an ~~and~~increase ~~third~~of ~~customer~~$59,718 ~~and~~from ~~selling~~the ~~them~~net ~~more~~loss of $53,611 during the ~~steam~~same ~~rooms~~period of 2017. IThe ~~hope~~increase wein ~~can~~net ~~add~~income ~~second~~over ~~and~~the ~~third~~nine ~~customer~~months ended March 31, 2017 is primarily due to the marketing promotion expense paid in November 2016 in the ~~next~~amount 12of $43,099, which resulted in a net loss for the nine-18month period in 2017. We incurred no marketing promotion fee in the nine months ended March 31, 2018.

~~Liquidity~~14 ~~and~~Table ~~Capital~~of ~~Resources~~Contents

AtLiquidity ~~December 31, 2017 the Company had $239 in cash~~ and ~~there~~Capital ~~were outstanding liabilities of $5,028. Our director has verbally agreed to continue to loan the company funds for operating expenses in a limited scenario, but he has no legal obligation to do so.~~ Resources

~~Off-Balance~~At ~~Sheet~~March ~~Arrangements~~31, 2018, we had $507 in cash in bank, as well as a bank overdraft of $14. The $507 cash balance at March 31, 2018 decreased by $2,248 from $2,756 at June 30, 2017. While we received a $2,500 loan from our former director, our operating and investing activities used a total of $4,748 and $0 of cash, respectively, during the nine months ended March 31, 2018.

WeOur dototal ~~not~~current ~~have~~assets ~~any~~as ~~off-balance~~of ~~sheet~~March ~~arrangements~~31, ~~that~~2018 ~~have~~were or$33,343, ~~are~~including ~~reasonably~~a ~~likely~~$32,836 toprepaid ~~have~~purchase, aas ~~current~~compared orto ~~future~~$2,756 ~~effect~~at onJune ~~our financial condition~~30, ~~changes~~2017. inWe ~~financial~~had ~~condition~~$34,562 ~~revenues~~in ortotal ~~expenses,~~current ~~results~~liability as of ~~operations~~March 31, ~~liquidity~~2018, ~~capital~~including ~~expenditures~~a or$33,790 ~~capital~~of ~~resources~~unearned ~~that~~revenue, isas ~~material~~compared to ~~investors~~$14,028 at June 30, 2018.

15Our working capital as of March 31, 2018 was $1,219. For the period from inception (March 31, 2015) to March 31, 2018, we had an accumulated net loss of $44,287. Our net worth was $6,644 as of March 31, 2018. This raises substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay our expenses. We have generated an aggregate $343,306 in revenues but we do not anticipate any significant additional revenue until and unless we begin to execute on our new plan of operations involving blockchain technology related products and services. There is no assurance we will ever reach that stage.

Our ability to continue as a going concern is dependent upon our ability to successfully execute our new business plan and generate profitable operations in the future, and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operation as and when they become due. Management intends to finance operating costs for the foreseeable future with loans from related parties and the issuance of equity and/or debt. There is no commitment from any person for any such capital and there can be no assurances that capital will be available to us on favorable terms, or at all. One of our new principal shareholders has informally agreed to lend us some of the funds needed for some of our operating expenses, but he has no legal obligation to do so and may discontinue making any such loans at any time. Our failure to achieve the necessary levels of profitability or obtain the additional significant funding required to meet our expenses and other financial obligations, including our obligations under the ADC Agreement, would be detrimental to us and result in the inability to execute our plan of operations, being unable to meet our financial obligations under the ADC Agreement or even having to cease operations completely.

Off-Balance Sheet Arrangements

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 is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not applicable for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in ~~the~~SEC ~~Securities and Exchange Commission~~ rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15~~(e)~~ ~~and~~Table ~~15d-15(e) under the Exchange Act) as~~ of ~~December 31, 2017.~~Contents

~~Based~~In onconnection ~~that~~with ~~evaluation,~~the ~~management~~preparation ~~concluded,~~of asthis ofquarterly ~~the~~report ~~end~~on ofForm ~~the~~10-Q, ~~period~~an ~~covered~~evaluation bywas ~~this~~carried ~~report~~out by management, ~~that~~with ~~our~~the ~~disclosure~~participation ~~controls~~of ~~and~~the ~~procedures~~Chief ~~were~~Executive ~~effective~~Officer inand ~~recording,~~the ~~processing,~~Chief ~~summarizing~~Financial Officer, ~~and~~of ~~reporting~~the ~~information~~effectiveness ~~required~~of toour bedisclosure ~~disclosed,~~controls ~~within~~and ~~the~~procedures ~~time~~(as ~~periods~~defined ~~specified~~ in ~~the~~Rules ~~Securities~~13a-15(e) and 15d-15(e) under the Exchange ~~Commission’s~~Act) ~~rules~~as ~~and~~of ~~forms~~March 31, 2018.

Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were not effective as of March 31, 2018, because of the material weaknesses in our internal control over financial reporting listed below:

Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.

Lack of Audit Committee and Outside Directors on the Company’s Board of Directors: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will, subject to having adequate funds, among other things, (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.

Due to the nature of these material weaknesses, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected

Changes in Internal Controls over Financial Reporting

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended ~~December~~March 31, ~~2017~~2018, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

16 Table of Contents

PART II. ~~OTHER INFORMATION~~

~~ITEM~~OTHER 6.INFORMATION ~~EXHIBITS.~~

~~The~~ITEM ~~following exhibits are included with this quarterly filing~~1. ~~Those~~LEGAL marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our Registration Statement on Form S-1, filed under SEC File Number 333-207109, at the SEC website at www.sec.gov:PROCEEDINGS

Exhibit No.		Description
3.1		Articles of Incorporation*
3.2		Bylaws*
23.1		Auditor Consent
31.1		Sec. 302 Certification of Principal Executive Officer
31.2		Sec. 302 Certification of Principal Financial Officer
32.1		Sec. 906 Certification of Principal Executive Officer
32.2		Sec. 906 Certification of Principal Financial Officer
101		Interactive data files pursuant to Rule 405 of Regulation S-T

We are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business.

17ITEM 1A. RISK FACTORS

~~SIGNATURES~~No material change.

~~Pursuant~~ITEM to2. ~~the~~UNREGISTERED ~~requirements~~SALES ofOF ~~the~~EQUITY ~~Securities~~SECURITIES ~~Exchange~~AND ~~Act~~USE ofOF ~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~ PROCEEDS

	Apex Resources Inc Registrant
Date: January 26, 2018	By:	/s/ Tadas Dabasinkas
		Tadas Dabasinkas
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer & Sole Director)

None.

18ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

Table of Contents

ITEM 6. EXHIBITS

Exhibit No.		Description
31.1		Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.

31.2		Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.

32.1		Certification of Periodic Financial Report by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Periodic Financial Report by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		Interactive data files pursuant to Rule 405 of Regulation S-T

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	APEX RESOURCES, INC.

Date: July 3, 2018	By:	/s/ Jeff Bodnar
		Jeff Bodnar
		(Principal Executive Officer)

Filing Compare · APEX RESOURCES INC/NV