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, ~~2018~~2019

Commission File Number 333-207109

APEX RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

13191 Crossroads Pkwy N, Suite 200, City of Industry, CA 91746

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

(626) 910-5101

(Telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ~~Yes~~YES x NoNO o

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~Yes~~YES o NoNO x

AsSecurities ofregistered ~~April~~pursuant 9,to ~~2019,~~Section we12(b) ~~have 5,080,000 shares~~ of ~~common~~the ~~stock, par value $0.001 per share issued and outstanding.~~Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		APXX		OTC Pink

As of May 15, 2019, we have 5,080,000 shares of common stock, par value $0.001 per share issued and outstanding.

APEX RESOURCES, INC.

FORM 10-Q FOR THE ~~SIX~~NINE MONTHS PERIOD ENDED ~~DECEMBER~~MARCH 31, ~~2018~~2019

TABLE OF CONTENTS

		Page Number
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS		3
	CONDENSED BALANCE SHEETS (UNAUDITED) AS OF DECEMBER 31, 2018 AND JUNE 30, 2018		3
	CONDENSED BALANCE SHEETS (UNAUDITED) AS OF MARCH 31, 2019 AND JUNE 30, 2018		3
	CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE-MONTH PERIODS AND SIX-MONTH PERIODS ENDED DECEMBER 31, 2018 AND 2017		4
	CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE-MONTH PERIODS AND NINE-MONTH PERIODS ENDED MARCH 31, 2019 AND 2018		4
	CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX-MONTH PERIODS ENDED DECEMBER 31, 2018 AND 2017		5
	CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE-MONTH PERIODS ENDED MARCH 31, 2019 AND 2018		5
	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)		6
			12
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		12
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		15
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		15
ITEM 4.	CONTROLS AND PROCEDURES		15
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS		16
ITEM 1A.	RISK FACTORS		16
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		16
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		16
ITEM 4.	MINE SAFETY DISCLOSURES		16
ITEM 5.	OTHER INFORMATION		16
ITEM 6.	EXHIBITS		17

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

APEX RESOURCES INC
Condensed Consolidated Balance Sheets
(Stated in U.S. Dollars)

	December 31, 2018			June 30, 2018
	March 31, 2019			June 30,2018
ASSETS	(Unaudited)
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	-13,351		$	71,499
Prepaid expense		1,145			1,145
Security Deposit		51,781			-
Total Current Assets		14,496			72,644
Total Current Assets		52,926			72,644
Fixed Assets
Building		-			4,328
Accumulated Depreciation - Building		-			(865	)
Accumulated depreciation - Building		-			(865	)
Land		-			4,328
Total Fixed Assets		-			7,791
Security deposit		55,751			-
Total Assets	$	52,926		$	80,435
Total Fixed Assets		55,751			7,791
Total Assets	$	70,247		$	80,435
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Bank Overdraft		12,115			-
Accounts payable		57,574			1,000
Accounts Payable		13,552			1,000
Payroll Tax Payable		5,332			-
Loan from Related Party		345,648			155,000
Loan from related party		508,913			155,000
Total Current Liabilities		~~371~~571,~~315~~819			156,000
Total Liabilities	$	~~371~~571,~~315~~819		$	156,000
Stockholders’ 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			45,851
Deficit accumulated during the development stage		(~~365~~548,~~549~~732	)		(122,725	)
Total Stockholders’ Deficit - Apex Resources		(314,618	)		(71,794	)
Total Stockholders’ Equity (Deficit) - Apex Resources		(497,801	)		(71,794	)
Noncontrolling interests		(3,771	)		(3,771	)
Total Stockholders’ Deficit		(~~318~~501,~~389~~572	)		(75,565	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	52,926		$	80,435
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	70,247		$	80,435

The accompanying notes are an integral part of these ~~condensed~~ consolidated financial statements

Table of Contents

APEX RESOURCES INC

Condensed Consolidated Statements of Operations

(Unaudited)

(Stated in U.S. Dollars)

	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	Three MonthsEnded			Three MonthsEnded			Nine MonthsEnded			Nine MonthsEnded
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
	March 31, 2019			March 31,2018			March 31,2019			March 31,2018
Revenue	$	-		$	~~30,366~~		$	-		$	60,474
Cost of Goods Sold		-			20,989			-			50,843
Cost of Revenue		-									50,843
Gross Profit	$	-			~~9,377~~-			-			9,631
Operating Expenses
General and administrative expenses		71182,~~724~~811			1,~~627~~458			~~242~~425,~~774~~585			34,~~148~~606
Depreciation		-			72			-			~~144~~216
Total Operating Expenses		71182,~~724~~811			1,~~699~~530			~~242~~425,~~774~~585			34,~~292~~822
Net Income (Loss) from Operations		(71182,~~724~~811	)		7(1,~~678~~530	)		(~~242~~425,~~774~~585	)		64,~~339~~809
Other Income (Expense)
Interest expenses		-373			-			49422			-
Income (Loss) Before Income Taxes		(71183,~~724~~184	)		7(1,~~678~~530	)		(~~242~~426,~~823~~007	)		64,~~339~~809
Provision for (Benefit of) Income Taxes
Income tax expense (benefit) - Current		-			-(1,298	)		-			(1,298	)
Net Income (Loss) including noncontrolling interests		(71183,~~724~~184	)		~~7,678~~(232	)		(~~242~~426,~~823~~007	)		6,~~339~~107
Less: Net loss attributable to noncontrolling interests		-			-			-			-
Net Income (Loss) attributable to Apex Resources Inc.	$	(71183,~~724~~184	)	$	~~7,678~~(232	)	$	(~~242~~426,~~823~~007	)	$	6,~~339~~107
Earnings (Loss) per Common Share:
Basic and Diluted	$	(0.0104	)	$	(0.00	)	$	(0.0508	)	$	0.00
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 ~~condensed~~ consolidated financial statements

Table of Contents

APEX RESOURCES INC

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Stated in U.S. Dollars)

	Six Months Ended			Six Months Ended
	Nine MonthsEnded			Nine MonthsEnded
	December 31, 2018			December 31, 2017
	March 31,2019			March 31,2018
Operating Activities
Net Income (Loss) including noncontrolling interests		(~~242~~426,~~823~~007	)		6,~~339~~107
Add: Loss on asset held for sale		7,~~790~~791
Changes in operating assets and liabilities
Depreciation		-			~~144~~216
Accounts payable		12,552			(10,000	)
Bank overdraft		-			14
Accrued expense					(1,000	)
Prepaid purchase		-			(32,836	)
Security deposit		(51,781	)
Accounts payable		56,574			(9,503	)
Net cash used in operating activities		(274,262	)		(4,517	)
Accrued expense		-			(1,238	)
Payroll tax payable		5,332
Unearned revenue		-			33,790
Security deposit		(55,751	)		-
Income tax payable		-			(1,298	)
Net cash used in operating activities		(412,060	)		(4,748	)
Investing Activities
Net cash used in investing activities		-			-
Financing Activities
Loan from related party		190,648			2,000
Proceeds from loan from director		-			2,500
Net cash provided by financing activities		190,648			2,000
Loan from related parties		353,913			-
Net increase (decrease) in cash and cash equivalents	$	(83,614	)	$	(2,517	)
Net cash provided by financing activities		353,913			2,500
Net increase (decrease) in cash and cash equivalents	$	(58,148	)	$	(2,248	)
Cash and equivalents at beginning of the period		71,499			2,756
Cash and equivalents at end of the period	$	~~(12~~13,~~115~~351	)	$	~~239~~507
Supplemental cash flow information:
Cash paid for:
Interest	$	49373		$	-
Taxes	$	-		$	-
Significant non-cash transactions:
Discharged loan from Director converted to additional paid-in capital	$	-		$	-

The accompanying notes are an integral part of these ~~condensed~~ consolidated financial statements

Table of Contents

Apex Resources, Inc.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

~~December~~March 31, ~~2018~~2019

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.

Sales of Steam Room Products

Prior to April 7, 2018, the Company was engaged in the business of selling high quality steam room products at competitive prices. The Company conducted the steam room sales operation from its principal office in Lithuania. The Company’s purchases and sales prices were both quoted in the U.S. Dollars and, therefore, used the U.S. Dollar as its functional currency to account for the financial position and results of operations of the steam room products sales activities.

On March 23, 2018, a change in control of the Company occurred, pursuant to which three parties acquired an aggregate 4,000,000 shares of the Company’s common stock (or approximately 78.74% of the total issued and outstanding shares of the Company as of the date of acquisition) from Tadas Dabasinkas, pursuant to that certain Securities Purchase Agreement (the “SPA”). Mr. Dabasinkas received an aggregate $443,079 for the 4,000,000 shares; the Company received no proceeds from this transaction. Pursuant to the SPA and other related agreements, Mr. Dabasinkas resigned from all management and Board positions; and all of the Company’s outstanding loan balance owed to Mr. Dabasinkas, in the amount of $3,731, was fully forgiven by Mr. Dabasinkas. As a result, the Company recorded additional paid-in capital as of March 23, 2018 for the $3,731 debt discharged by Mr. Dabasinkas. See Note 6: “Debt Discharge” and Note 11: “Change in Control”, for additional details.

After the end of the period ending June 30, 2018, 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 is obligated to 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 retains 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 facilities to be built in one or more locations that are currently being evaluated by the Company. 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. 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 10,000 rig machines in the facility in the next 12 months. As of ~~December~~March 31, ~~2018~~2019, the Company was still evaluating various options and had not finalized on the selection of the location of the facilities.

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. As of the date of the filing of this Form 10-Q, the Company has provided $20,000 of the required working capital amount. The Company intends to make the total capital contribution of $2 million in the next 12 months.

IfDue ~~the Company fails~~ to ~~make~~the ~~its~~lack ~~total capital contribution~~ of $2progress ~~million,~~in ~~Puxin~~the ~~may~~implementation ~~increase~~of ~~its capital contribution for any unfulfilled amount, diluting~~ the ~~Company’s~~business ~~ownership~~plan ~~interest~~contemplated in the ADC ~~proportionately. Alternatively~~Agreement, the ~~parties~~Company ~~may~~and ~~agree~~Puxin agreed to ~~admit~~terminate athe ~~third~~ADC ~~party~~Agreement ason aApril ~~new investor~~1, ~~with~~2019. ~~the~~See ~~resulting~~Note ~~dilution~~12: inSubsequent ~~ownership~~Events offor ~~ADC~~details ~~being~~of ~~borne~~the ~~completely~~terms byof ~~the Company~~termination.

Table of Contents

Apex Resources, Inc.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

~~December~~March 31, ~~2018~~2019

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.

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 ~~December~~March 31, ~~2018~~2019 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, ~~2018~~2019.

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.

Table of Contents

Apex Resources, Inc.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

~~December~~March 31, ~~2018~~2019

~~Basic and Diluted Loss Per Share~~Leases

~~The~~In ~~Company~~February ~~computes~~2016, ~~earnings~~the FAS issued ASU 2016-02, “Leases (~~loss~~Topic 842)” ~~per~~(“ASU ~~share~~2016-02”). inThe ~~accordance~~new ~~with~~standard ~~ASC~~establishes ~~260~~a right-10of-45use (“~~Earnings per Share~~ROU”,) ~~which~~model that requires ~~presentation~~a oflessee ~~both~~to ~~basic~~record ~~and~~an ~~diluted~~ROU ~~earnings~~asset ~~per~~and ~~share~~a lease liability on the ~~face~~balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of ~~operations~~the earliest comparative period presented in the financial statements, with certain practical expedients available. ~~Basic~~The ~~earnings~~new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In July 2018, the FASB issued ASU 2018-11, ”Leases (~~loss~~Topic 842): ~~per~~Targeted ~~share~~Improvements” is(“ASU ~~computed~~2018-11”) and byASU ~~dividing~~2018-10, ”Codification ~~net~~Improvements ~~earnings~~to Topic 842, Leases” (~~loss~~“ASU 2018-10”). ~~available~~ASU to2018-11 ~~common~~provides ~~stockholders~~for byan ~~the~~additional ~~weighted~~optional ~~average~~adoption ~~number~~method of ~~outstanding~~ASU ~~common~~2016-02, ~~shares~~allowing ~~during~~for the ~~period.~~application ~~Diluted~~of ~~earnings~~the ~~(loss)~~new ~~per~~standard ~~share~~as ~~gives~~of the adoption date and recognizes a cumulative effect adjustment to ~~all~~the ~~dilutive~~opening ~~potential~~balance ~~common~~of ~~shares~~retained ~~outstanding~~earnings ~~during~~in the period of adoption. ~~Dilutive~~ASU ~~earnings~~2018-10 ~~(loss)~~provides ~~per~~corrections ~~share~~and ~~excludes~~updates ~~all~~to ~~potential~~the ~~common~~previously ~~shares~~issued ifcodification ~~their~~regarding ~~effect~~Topic is842. ~~anti-dilutive~~Various areas of the codification were impacted from the update. The two standards follow the effective dates of ASU 2016-02. The Company’s ~~has~~non-cancellable noleases ~~potential~~consist ~~dilutive~~of ~~instruments~~an office leases of 6,543 square feet expiring in March 2024. The Company is currently assessing and ~~therefore~~implementing the new standard, ~~basic~~including classification of leases, identifying lease and ~~diluted~~non-lease ~~earnings~~components, ~~(loss)~~discount ~~per~~rates, ~~share~~and the practical expedients that are ~~equal~~available asunder the guidance. The Company expects to complete the assessment of ~~December~~the 31impacts of adopting the new standard by the end of the June 30, ~~2018~~2019 fiscal year.

~~Revenue~~Basic ~~Recognition~~and Diluted Loss Per Share

The ~~company~~Company ~~follows~~computes ~~the~~earnings ~~guidelines~~(loss) ofper share in accordance with ASC ~~605~~260-1510-45 ~~for~~“Earnings ~~revenue~~per ~~recognition~~Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. ~~Revenue~~Basic earnings (loss) per share is ~~recognized~~computed ~~when~~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 ~~following~~period. ~~conditions~~Dilutive ~~have~~earnings ~~been~~(loss) ~~met:~~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, 2019.

	(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.

Revenue Recognition

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

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.

	(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.

~~ASC~~Income 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.Taxes

~~Income~~We ~~taxes~~use ~~are~~the ~~calculated~~asset and ~~accrued~~liability method of accounting for Uincome taxes in accordance with ASC Topic 740, “Income Taxes.S.” Under this method, income tax expense is recognized for the amount of: (i) taxes ~~only~~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 ~~company~~effect ~~did~~on ~~not~~deferred ~~accrue~~tax ~~any~~assets ~~Lithuanian~~and ~~taxes~~liabilities ~~under~~of ~~Lithuanian~~a ~~corporate~~change ~~rules,~~in astax werates ~~believe~~is ~~our~~recognized ~~business~~in ~~activities~~the ~~prior~~results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the ~~April~~deferred 7,tax ~~2018~~assets ~~discontinuance~~reported if based on the weight of ~~steam~~the ~~room~~available ~~products~~positive ~~sales~~and ~~generated~~negative noevidence, ~~taxable~~it ~~income~~is ~~under~~more likely than not some portion or all of the ~~local~~deferred tax ~~rules~~assets will not be realized.

8ASC ~~Table~~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 ~~Contents~~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.

~~Apex~~Income ~~Resources~~taxes are calculated and accrued for U.S. taxes only. The company did not accrue any Lithuanian taxes under Lithuanian corporate rules, ~~Inc~~as we believe our business activities prior to the April 7, 2018 discontinuance of steam room products sales generated no taxable income under the local tax rules.

~~Notes~~8 toTable ~~the~~of ~~Unaudited Condensed Consolidated Interim Financial Statements~~Contents

~~December~~Apex 31Resources, ~~2018~~Inc.

~~Recent~~Notes ~~Accounting~~to ~~Pronouncements~~the Unaudited Condensed Consolidated Interim Financial Statements

~~Management~~March ~~has reviewed all the recently issued~~31, ~~but not yet effective, accounting pronouncements, and does not believe any of these pronouncements will have a material impact on the Company.~~2019

Unaudited Financial Statements

The balance sheet as of ~~December~~March 31, ~~2018~~2019, the statements of operations and cash flows for the ~~six~~nine-month period ended ~~December~~March 31, ~~2018~~2019, 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 U.S. 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 ~~six~~nine months ended ~~December~~March 31, ~~2018~~2019 are not necessarily indicative of results expected for the full year ending June 30, 2019. 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, ~~2018~~2019 have been made.

It is suggested that these statements be read in conjunction with the June 30, 2018 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, ~~2018~~2019, the Company had an accumulated net loss of $~~365~~548,~~549~~732. The Company also has a negative net worth of $~~314~~497,~~618~~801 as of ~~December~~March 31, ~~2018~~2019. This raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

The ability to continue as a going concern is dependent upon the Company’s ability to successfully execute its business plan and generate profitable operations in the future, and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operation when they become due. Management intends to finance operating costs over the next twelve months with loans from related parties or the issuance of equity and debt securities.

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

Table of Contents

Apex Resources, Inc.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

~~December~~March 31, ~~2018~~2019

Note 4: ~~Concentrations~~Lease Commitment

~~Our~~The ~~steam~~Company ~~room~~entered ~~product~~into ~~sales~~a ~~were~~63-month ~~concentrated~~operating ~~with~~lease ~~only~~for ~~one~~its ~~customer.~~office ~~Although~~space ~~sales~~in ~~were~~the ~~made~~City ~~without~~of ~~collateral~~Industry on January 1, ~~management~~2019. ~~believes~~California. ~~the~~The ~~credit-related~~payment ~~losses~~obligations of the lease are ~~insignificant~~guaranteed orby ~~non-existent.~~Harbor ~~Accordingly~~Green Grains, ~~there~~LP, isan noentity ~~provision~~controlled ~~made~~by toone ~~include~~of anthe ~~allowance~~Company’s ~~for~~majority ~~doubtful accounts~~shareholders. Future minimum lease payment under the lease are as follows:

Note 5: Legal Matters

For the 12-month period ending	March 31
2020	$	177,296
2021		182,615
2022		205,610
2023		211,778
2024		218,131
Total Future Minimum Lease Payment	$	995,430

~~The~~Rent ~~Company~~expense ~~has~~for nothe ~~known~~three ~~legal~~and ~~proceedings~~nine ~~pending~~months ended March 31, 2019 was $32,061 and $32,061, respectively. No rent expense was incurred in the comparable periods in 2018.

Note 5: Legal Matters

~~Note~~The 6:Company ~~Debt~~has no known legal proceedings pending.

InNote ~~June~~6: 2015, the Company’s former Director and President Tadas Dabasinkas made the initial deposits to the Company’s bank accounts (checking and savings) in the amount $105 which was carried as a loan payable. On January 31, 2016, Mr. Dabasinkas loaned the company an additional $326. During the year ended June 30, 2017, Mr. Dabasinkas paid an invoice for $800 on behalf of the Company. The balance of the loans at June 30, 2017, was $1,231. The loan is non-interest bearing, unsecured and due upon demand.Debt

AsIn ofJune ~~March 23~~2015, ~~2018,~~ the ~~outstanding~~Company’s ~~principal~~former ~~balance~~Director ofand ~~such~~President ~~loans~~Tadas ~~from~~Dabasinkas ~~and~~made ~~advances~~the byinitial ~~Mr.~~deposits ~~Dabasinkas~~to ~~was~~the Company’s bank accounts (checking and savings) in the amount of $~~3,731.~~105 Aswhich awas ~~result~~carried ofas ~~the~~a ~~change~~loan inpayable. ~~control~~On onJanuary ~~March 23~~31, ~~2018~~2016, ~~and~~Mr. asDabasinkas ~~more~~loaned ~~fully~~the ~~described~~company inan ~~Note~~additional ~~11,~~$326. ~~“Change~~During inthe ~~Control”~~year ended June 30, ~~the~~2017, ~~entire~~Mr. ~~unpaid~~Dabasinkas ~~principal~~paid ~~balance~~an ofinvoice ~~these~~for ~~loans~~$800 ~~was~~on ~~discharged~~behalf byof ~~Mr.~~the ~~Dabasinkas~~Company. The balance of the loans ~~payable~~at toJune Mr30, 2017, was $1,231. ~~Dabasinkas~~The asloan ofis ~~December~~non-interest 31bearing, ~~2018,~~unsecured ~~was~~and $0due upon demand.

~~Between~~As of March 23, 2018, (the ~~date~~outstanding principal balance of ~~the~~such ~~Change~~loans infrom ~~Control~~and asadvances ~~explained~~by inMr. ~~Note~~Dabasinkas ~~11),~~was ~~and~~in ~~December~~the ~~31,~~amount ~~2018~~of $3,731. As a ~~principal~~result ~~shareholder~~of ~~Harbor~~the ~~Torrance~~change ~~Family~~in ~~Trust~~control ~~made~~on ~~advances~~March 23, 2018, and ~~loans~~as ~~(net~~more offully ~~repayments)~~described in ~~the~~Note ~~total~~11, ~~amount~~“Change ofin ~~$345~~Control”,~~648~~ to the ~~Company~~entire asunpaid ~~working~~principal ~~capital.~~balance ~~The~~of ~~loan~~these ~~from~~loans ~~Harbor~~was ~~Torrance~~discharged ~~Family~~by ~~Trust~~Mr. isDabasinkas. ~~payable~~The onbalance ~~demand~~of ~~and~~the ~~carries~~loans anpayable ~~interest~~to ~~rate~~Mr. Dabasinkas as of March 31, 2019, was $0%.

Between March 23, 2018 (the date of the Change in Control as explained in Note 7:11), ~~Capital~~and ~~Stock~~March 31, 2019, a principal shareholder Harbor Torrance Family Trust made advances and loans (net of repayments) in the total amount of $508,913 to the Company as working capital. The loan from Harbor Torrance Family Trust is payable on demand and carries an interest rate of 0%.

AsNote of7: ~~December~~Capital ~~31, 2018, the Company had 75,000,000 shares of common stock, par value of $0.001 per share, authorized.~~Stock

OnAs ~~June~~of 15March 31, ~~2015~~2019, the Company ~~issued~~had 475,000,000 shares of common stock, ~~for~~par avalue ~~purchase price~~ of $0.001 per share ~~to its then-sole Director. The Company received aggregate gross proceeds of $4~~,~~000.~~ ~~As of December 31, 2018, there were no outstanding stock options or warrants~~authorized.

InOn ~~November~~June ~~2016~~15, 2015, the Company ~~sold and~~ issued 14,~~080~~000,000 shares atof common stock for a purchase price of $0.04001 per share ~~pursuant~~ to its ~~recent~~then-sole ~~offering~~Director. onThe aCompany ~~Registration~~received ~~Statement~~aggregate ongross ~~Form~~proceeds ~~S-1~~of $4,000. ~~The~~As ~~shares~~of ~~were~~March ~~issued~~31, to2019, 31there ~~independent~~were ~~shareholders~~no ~~for~~outstanding ~~proceeds~~stock ofoptions ~~$43,200~~or warrants.

~~Note~~In 8:November ~~Fixed~~2016, ~~Assets~~the Company sold and issued 1,080,000 shares at $0.04 per share pursuant to its offering on a Registration Statement on Form S-1. The shares were issued to 31 independent shareholders for proceeds of $43,200.

InNote ~~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~~Fixed allocated as $4,327.50 for the building and $4,327.50 for the land. 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. Based on the analysis of the management, the sale of the land and the building is not likely to occur. Thus, management wrote off the fixed assets, i.e. $7,790 for the period ended September 30, 2018.Assets

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. 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 ~~Table~~post-April 6, 2018. Based on the analysis of ~~Contents~~the management, the sale of the land and the building is not likely to occur. Thus, management wrote off the fixed assets, i.e. $7,791 for the period ended September 30, 2018.

~~Apex~~10 ~~Resources,~~Table ~~Inc.~~of Contents

~~Notes~~Apex toResources, ~~the Unaudited Condensed Consolidated Interim Financial Statements~~Inc.

~~December~~Notes ~~31,~~to ~~2018~~the Unaudited Condensed Consolidated Interim Financial Statements

~~Note~~March 9:31, ~~Income Taxes~~2019

~~Apex~~Note ~~Resources~~9: ~~Inc.~~Income ~~is registered in the State of Nevada and is subject to the tax law of the United States of America and a federal corporate statutory tax rate of 21% starting January 1, 2018.~~Taxes

AsApex ofResources ~~December~~Inc. ~~31,~~is ~~2018,~~registered in the ~~Company~~State ~~had net operating loss carry forwards~~ of ~~approximately~~Nevada ~~$365,549~~and ~~that~~is ~~may~~subject ~~be available~~ to ~~reduce~~the ~~future years’ taxable income through 2035 and 2038. Future~~ tax ~~benefits~~law ~~which~~of ~~may~~the ~~arise~~United asStates ~~a result~~ of ~~these~~America ~~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~~federal ~~allowance~~corporate ~~for~~statutory ~~the deferred~~ tax ~~asset~~rate ~~relating~~of to21% ~~these~~starting ~~tax~~January ~~loss~~1, ~~carry-forwards~~2018.

~~Benefit~~As of ~~income~~March ~~taxes~~31, ~~for~~2019, the ~~six-month~~Company ~~periods~~had ~~ended~~net ~~December~~operating 31loss carry forwards of approximately $548,731 ~~2018~~that may be available to reduce future years’ taxable income through 2036 and ~~2017~~2039. ~~were~~Future $0tax 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 $0accordingly, ~~respectively~~the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

~~Note~~Benefit ~~10:~~of ~~Related~~income ~~Party~~taxes ~~Transactions~~for the nine-month periods ended March 31, 2019 and 2018 were $0 and $0, respectively.

~~The Company has related party loan transactions involving the Company’s former director and a principal shareholder. The nature and details of these transactions are described in~~ Note 610: ~~Debt.~~Related Party Transactions

~~Note~~The ~~11:~~Company ~~Change~~has related party loan transactions involving the Company’s former director and a principal shareholder. The nature and details of these transactions are described in ~~Control~~Note 6: Debt.

OnNote ~~March~~11: ~~23,~~Change 2018, three parties acquired an aggregate 4,000,000 shares of the Company’s common stock (or 78.74% of the total issued and outstanding shares of the Company as of the date of acquisition) from Tadas Dabasinkas pursuant to the SPA. Mr. Dabasinkas received an aggregate $443,079 for the 4,000,000 shares; the Company received no proceeds from this transaction. Pursuant to the SPA and other related agreements, Mr. Dabasinkas resigned from all management and Board positions, and all of the Company’s outstanding loan balance owed to Mr. Dabasinkas, in ~~the amount of $3,731, was fully forgiven by Mr. Dabasinkas.~~Control

~~Note~~On ~~12:~~March ~~Subsequent~~23, ~~Events~~2018, three parties acquired an aggregate 4,000,000 shares of the Company’s common stock (or 78.74% of the total issued and outstanding shares of the Company as of the date of acquisition) from Tadas Dabasinkas pursuant to the SPA. Mr. Dabasinkas received an aggregate $443,079 for the 4,000,000 shares; the Company received no proceeds from this transaction. Pursuant to the SPA and other related agreements, Mr. Dabasinkas resigned from all management and Board positions, and all of the Company’s outstanding loan balance owed to Mr. Dabasinkas, in the amount of $3,731, was fully forgiven by Mr. Dabasinkas.

~~The~~Note ~~Company~~12: ~~has~~Subsequent evaluated events subsequent through the date these consolidated financial statements have been issued, April 9, 2019, to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these consolidated financial statements were available to be issued. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the consolidated financial statements.Events

11The ~~Table~~Company ofhas ~~Contents~~evaluated events subsequent through the date these consolidated financial statements have been issued, May 15, 2019, to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these consolidated financial statements were available to be issued. Based upon this evaluation, the company has no subsequent event occurred that require recognition or disclosure in the consolidated financial statements, except for the followings:

~~ITEM~~Termination 2.of ~~MANAGEMENT’S~~the ~~DISCUSSION~~ADC ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~Agreement

~~CAUTIONARY~~On ~~STATEMENT~~April ~~REGARDING~~1, ~~FORWARD-LOOKING~~2019, ~~STATEMENTS~~the Company signed a termination and release agreement (the “ADC Termination Agreement”) with Chongqing Puxin Blockchain Technology Co., Ltd., a company organized under the laws of the People’s Republic of China (“Puxin”) to terminate the agreement previously entered into by the two companies on April 26, 2018 (the “ADC Agreement”). Under the ADC Agreement, (1) a joint venture entity Apex Data Center Inc. was incorporated to pursue the data mining operations in the state of Washington, (2) the Company was obligated to contribute the sum of $2.0 million cash in exchange for 80% of ADC’s shares of common stock to be issued, and (3) Puxin was obligated to contribute properties and services in kind (equipment, labor, professional services, etc.) for its 20% ownership in ADC. Upon signing of the ADC Termination Agreement, the Company and Puxin agreed to terminate the ADC Agreement immediately. The Companmy and Puxin also agreed to irrevocably and unconditionally release each other from any claims, charges, causes of action or any other liabilities arising out of the ADC Agreement.

~~This~~11 ~~report~~Table contains forward-looking 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.Contents

~~While~~ITEM these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein2. ~~Except~~MANAGEMENT’S asDISCUSSION ~~required~~AND byANALYSIS ~~applicable~~OF ~~law,~~FINANCIAL ~~including~~CONDITION ~~the~~AND ~~securities~~RESULTS ~~laws~~OF ~~of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results~~OPERATIONS.

~~Overview~~CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

~~Apex~~This ~~Resources~~report ~~Inc~~contains ~~(“Apex”,~~forward-looking ~~the~~statements ~~“Company”,~~which ~~“we”,~~relate ~~“us,”~~to future events or “our”) ~~was~~future ~~incorporated~~financial onperformance. ~~March~~In ~~31,~~some ~~2015~~cases, ~~under~~you ~~the~~can ~~laws~~identify offorward-looking ~~the~~statements ~~State~~by ofterminology ~~Nevada.~~such Onas ~~June~~“may”, 15“should”, ~~2015~~“expects”, ~~Tadas~~“plans”, ~~Dabasinskas~~“anticipates”, ~~who~~“believes”, at“estimates”, ~~the~~“predicts”, ~~time~~“potential” ~~was~~or ~~our~~“continue” ~~sole~~or ~~director~~the ~~and~~negative ~~officer,~~of ~~purchased~~these ~~4,000,000~~terms ~~shares~~or ofother ~~our~~comparable ~~common~~terminology. ~~stock~~These ~~for~~statements ~~$4,000~~are inonly ~~cash.~~predictions Inand ~~November~~involve ~~2016,~~known weand ~~sold~~unknown 1risks,~~080,000~~ ~~shares~~uncertainties ofand ~~our~~other ~~common~~factors, ~~stock~~that tomay 31cause ~~individuals~~our ator ~~$0.04~~our ~~per~~industry’s ~~share~~actual results, ~~for~~levels ~~aggregate gross proceeds~~ of ~~$43~~activity,~~200,~~ inperformance aor ~~registered~~achievements ~~public~~to ~~offering~~be ~~pursuant~~materially todifferent afrom ~~Registration~~any ~~Statement~~future onresults, ~~Form~~levels ~~S-1~~of ~~(file~~activity, ~~number:~~performance ~~333-207109)~~or ~~that~~achievements ~~had~~expressed ~~been~~or ~~declared~~implied ~~effective~~ by ~~the~~these ~~Securities~~forward-looking ~~and Exchange Commission on October 4, 2016~~statements.

OnWhile ~~March~~these ~~23,~~forward-looking ~~2018~~statements, ~~Tadas~~and ~~Dabasinkas,~~any ~~the~~assumptions ~~then~~upon ~~majority~~which ~~shareholder,~~they ~~sole~~are ~~director and sole officer of the Company~~based, ~~entered~~are ~~into~~made ~~stock~~in ~~purchase~~good ~~agreements~~faith and ~~sold~~reflect anour ~~aggregate~~current ~~4,000,000~~judgment ~~shares~~regarding of the ~~common~~direction ~~stock~~ of ~~the~~our ~~Company~~business, oractual ~~approximately~~results ~~78.7%~~will ofalmost ~~the~~always ~~issued and outstanding shares of common stock of the Company as of such date~~vary, ~~being~~sometimes ~~all of the shares owned by Mr. Dabasinkas~~materially, ~~for~~from anany ~~aggregate $443~~estimates,~~079~~ ~~in cash. The purchasers of the shares were Sumunity Group~~predictions, ~~Inc. (“Sumunity”) and Harbor Torrance Family Trust (“Harbor”)~~projections, ~~which~~assumptions ~~purchased~~or ~~1,200,000~~other ~~and~~future ~~2,800,000~~performance ~~shares,~~suggested ~~respectively~~herein. ~~Harbor~~Except ~~also acted in part~~ as ~~agent~~required ~~for~~by Boapplicable ~~Qian in purchasing 800~~law,~~000~~ ofincluding the ~~shares~~securities ~~initially~~laws ~~purchased~~of bythe ~~Harbor~~United States, ~~which~~we ~~shares~~do ~~were~~not ~~resold~~intend ~~by Harbor~~ to ~~Mr.~~update ~~Qian~~any ~~on or about March 31, 2018 for the same price at which they were purchased by Harbor from Mr. Dabasinkas (such transaction is sometimes referred as the “Change-~~of~~-Control~~ ~~Transaction” in this Form 10-Q). The Company received no proceeds from~~ the ~~Change~~forward-~~of-Control~~looking ~~Transaction.~~statements ~~None~~to ofconform ~~the~~these ~~purchasers~~statements isto anactual ~~affiliate of Mr~~results. ~~Dadasinkas.~~

In connection with the Change-of-Control Transaction, and on the same date, (i) Mr. Dabasinkas resigned as director of the Company and from all officer positions with the Company, including Chief Executive Officer and President; (ii) Xiaoya Deng, Meijuan Fu and Yuen Wong Moon were appointed as directors of the Company; (iii) Jeff Bodnar was appointed as Chief Executive Officer and President of the Company; and (iv) Meijuan Fu was appointed as Chief Financial Officer and Secretary of the Company. Effective June 30, 2018, Ms. Fu resigned as a director, Chief Financial Officer and Secretary of the Company.Overview

~~Following~~Apex Resources Inc (“Apex”, the ~~Change-of-Control~~“Company”, ~~Transaction~~“we”, “us,” or “our”) was incorporated on March 2331, ~~2018~~2015, ~~our~~under ~~new~~the ~~management~~laws ~~decided~~of tothe ~~pursue~~State aof ~~different~~Nevada. ~~business~~On ~~from~~June 15, 2015, Tadas Dabasinskas, who at the ~~steam~~time ~~room~~was ~~products~~our ~~distribution~~sole ~~business~~director and officer, ~~which~~purchased ~~was~~4,000,000 ~~discontinued~~shares onof ~~April~~our 7common stock for $4,000 ~~2018~~in cash. WeIn ~~intend~~November to2016, ~~pursue~~we ~~one~~sold or1,080,000 ~~more~~shares ~~business~~of ~~opportunities~~our ~~using~~common ~~blockchain~~stock ~~technology~~to ~~related~~31 ~~products~~individuals ~~and~~at ~~services~~$0.04 inper ~~various areas~~share, ~~which~~for ~~may~~aggregate ~~include~~gross ~~financing,~~proceeds ~~gaming,~~of ~~education~~$43,200, ~~and~~in ~~data~~a ~~storage.~~registered Wepublic ~~are~~offering inpursuant ~~the~~to ~~early~~a ~~stages~~Registration ofStatement ~~developing~~on ~~our~~Form ~~new~~S-1 ~~business~~(file ~~model~~number: 333-207109) that had been declared effective by the Securities and ~~pursuing~~Exchange ~~business~~Commission ~~opportunities~~on October 4, 2016.

WeOn ~~must~~March ~~raise~~23, ~~significant~~2018, ~~amounts~~Tadas ~~of capital~~Dabasinkas, in the ~~form~~then ofmajority ~~equity~~shareholder, sole director and~~/or~~ ~~debt~~sole officer of the Company, ~~unless~~entered into stock purchase agreements and ~~until~~sold wean ~~have~~aggregate ~~sufficient~~4,000,000 ~~cash~~shares ~~flow~~of ~~from~~the ~~operations.~~common Westock doof ~~not~~the ~~anticipate~~Company, ~~any~~or ~~significant~~approximately ~~additional~~78.7% ~~revenue~~of ~~until~~the issued and ~~unless~~outstanding weshares ~~begin~~of tocommon ~~execute~~stock onof ~~our~~the ~~new~~Company ~~plan~~as of ~~operations~~such date, ~~described~~being ~~herein~~all of the shares owned by Mr. Dabasinkas, ~~involving~~for ~~blockchain~~an ~~technology~~aggregate ~~related~~$443,079 ~~products~~in ~~and~~cash. ~~services~~The purchasers of the shares were Sumunity Group, Inc. ~~There~~(“Sumunity”) isand noHarbor ~~assurance~~Torrance weFamily ~~will~~Trust ~~ever~~(“Harbor”), ~~reach~~which ~~that~~purchased ~~stage~~1,200,000 and 2,800,000 shares, respectively. ~~While~~Harbor ~~there~~also isacted anin ~~informal~~part ~~arrangement~~as ~~with~~agent ~~one~~for Bo Qian in purchasing 800,000 of ~~our~~the ~~principal~~shares ~~shareholders~~initially topurchased ~~provide~~by ~~loans~~Harbor, which shares were resold by Harbor to ~~fund~~Mr. ~~our~~Qian ~~working~~on ~~capital~~or ~~needs~~about atMarch ~~present~~31, ~~there~~2018 isfor nothe ~~commitment~~same ~~from~~price ~~any~~at ~~person~~which ~~for~~they ~~any~~were purchased by Harbor from Mr. Dabasinkas (such ~~capital~~transaction ~~and~~is ~~there~~sometimes ~~can~~referred beas the “Change-of-Control Transaction” in this Form 10-Q). The Company received no ~~assurances~~proceeds ~~that~~from ~~capital~~the ~~will~~Change-of-Control beTransaction. ~~available~~None toof usthe onpurchasers ~~favorable~~is ~~terms,~~an oraffiliate atof ~~all~~Mr. Dadasinkas.

In ~~furtherance~~connection ofwith ~~our~~the ~~new~~Change-of-Control ~~business~~Transaction, weand ~~entered~~on ~~into an agreement dated April 26, 2018 (~~the ~~“ADC~~same ~~Agreement”)~~date, ~~with Chongqing Puxin Blockchain Technology Co., Ltd.~~ (~~“Puxin”~~i), ~~a cryptocurrency mining company in China, pursuant to which we are obligated to contribute $2 million to a new company, Apex Data Center Inc~~Mr. ~~(“ADC”),~~Dabasinkas ~~incorporated~~resigned byas ~~Puxin,~~director ~~in exchange for an 80% equity in ADC. Puxin will retain 20%~~ of the ~~equity~~Company ofand ~~ADC.~~from ~~ADC~~all ~~will~~officer ~~build~~positions ~~a “mining pool,” or facilities~~ with ~~rig machines that mine cryptocurrencies, for a hosting or management fee, with~~ the ~~capability of accommodating up to 100~~Company,~~000~~ ~~dedicated~~including ~~servers~~Chief inExecutive aOfficer ~~facility~~and toPresident; be(ii) ~~built~~Xiaoya ~~in one or more locations that are currently being evaluated by us. While we do not currently own any rig machine~~Deng, itMeijuan isFu ~~expected that we will receive~~ and ~~host~~Yuen ~~2,000~~Wong toMoon ~~3,000~~were ~~rig~~appointed ~~machines~~as ~~owned~~directors byof ~~Puxin in China into ADC’s facilities in~~ the ~~first~~Company; ~~phase.~~(iii) WeJeff ~~will~~Bodnar ~~either~~was ~~host~~appointed ~~additional~~as ~~machines~~Chief ~~for~~Executive ~~other~~Officer ~~third~~and ~~parties~~President orof ~~raise~~ the ~~capital~~Company; toand ~~acquire~~(iv) ~~additional~~Meijuan ~~machines.~~Fu ~~The~~was ~~target~~appointed isas toChief ~~host~~Financial aOfficer ~~total~~and Secretary of ~~10,000 rig machines in~~ the ~~facility in the next 12 months~~Company. AsEffective ofJune ~~December 31~~30, 2018, ~~the~~Ms. ~~Company~~Fu ~~was~~resigned ~~still~~as ~~evaluating~~a ~~various~~director, ~~options~~Chief ~~and~~Financial ~~has~~Officer ~~not~~and ~~finalized~~Secretary ~~on the selection~~ of the ~~location of the facilities~~Company.

~~Under~~On ~~the~~March ~~ADC~~23, ~~Agreement~~2018, wein ~~have~~connection ~~agreed~~with tothe ~~invest a total~~ Change-of-Control $2Transaction, ~~million for~~ the ~~construction~~loans ~~and~~from ~~operation~~Mr. ofDabasinkas ~~the~~were ~~new~~forgiven ~~ADC~~by ~~data center~~him. ~~Puxin~~Through ~~will~~March ~~offer its expertise and assist the Company to design~~23, ~~budget~~2018, ~~construct,~~we ~~and~~received ~~manage~~a ~~the~~total ~~day-to-day operations~~ of ~~the~~$1,231 ~~new~~through ~~ADC~~loans ~~data~~from ~~center~~Mr. ~~Upon~~Dabasinskas. ~~execution~~The ofloans ~~the~~were ~~ADC~~interest ~~Agreement~~free, ~~we are required to provide the first $280~~unsecured,~~000~~ ofand ~~the~~payable ~~total~~on ~~$2 million investment to ADC as working capital for development of the new ADC data center~~demand. AsProceeds offrom the ~~date~~loans ofwere ~~the~~used ~~filing~~to ofopen ~~this Form 10-Q, we have provided $20,000 of~~ the ~~required~~company ~~working~~bank ~~capital~~accounts ~~amount,~~and ~~the~~pay ~~source~~certain ~~of which was loans from one of our principal shareholders~~expenses.

12Recent ~~Table of Contents~~Development

IfSince weour ~~fail~~inception toon ~~make~~March ~~our~~31, ~~total~~2015 ~~capital~~until ~~contribution~~the Change-of-Control $2Transaction ~~million~~on March 23, ~~Puxin~~2018, ~~may~~we ~~increase~~were ~~its~~was ~~capital~~in ~~contribution~~the ~~for~~steam ~~any~~room ~~unfulfilled~~products ~~amount~~distribution business. Following the Change-of-Control Transaction on March 23, ~~diluting~~2018, our ~~ownership~~new ~~interest~~management indecided ~~ADC~~to ~~proportionately~~pursue a different business from the steam room products distribution business. ~~Alternatively,~~The Company completed the ~~parties~~last ~~may~~sale ~~agree~~of tosteam ~~admit~~room aproducts ~~third~~by ~~party~~making asdelivery aon ~~new~~April ~~investor~~6, ~~with~~2018 ~~the~~of ~~resulting~~inventory ~~dilution~~ordered by a customer in ~~ownership~~February of2018. ~~ADC~~The ~~being~~steam ~~borne~~room ~~completely~~sales byactivities uswere discontinued after April 6, 2018.

We dointend ~~not have sufficient funds~~ to ~~meet~~pursue ~~our~~one ~~financial~~or ~~obligations~~more ~~under~~business ~~the~~opportunities ~~ADC~~using ~~Agreement.~~Blockchain ~~Because~~technology werelated ~~are~~products ~~not~~and ~~generating~~services ~~operating revenue at this time, we must raise capital,~~ in ~~the~~various ~~form of equity and/or debt~~areas, ~~to meet our financial obligations under the ADC Agreement. There are no agreements for any~~ such ~~funding~~as ate-commerce ~~this~~platforms ~~time.~~offering ~~There~~online ~~can~~retail beservice noinvolving ~~assurance that any such funding will be available to us on favorable terms, or at all~~Blockchain-as-a-service. ~~Our~~We ~~failure~~are toin ~~raise~~ the ~~necessary~~early ~~capital~~stages ~~to meet our financial obligations under the ADC Agreement could result in significant dilution~~ of ~~our~~analyzing ~~ownership~~and ~~interest~~developing ~~in ADC or even the abandonment of the ADC project altogether. In addition,~~ our ~~independent~~new ~~registered~~business ~~public~~model ~~accountant~~and ~~has~~pursuing ~~issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing~~ business ~~for the next 12 months unless we obtain additional capital to pay our expenses~~opportunities.

~~Subject~~We tomust ~~having~~raise ~~adequate~~a ~~financing~~significant amount of capital, in the form of equity and/or debt, unless and until we ~~intend~~have tosufficient ~~pursue~~cash ~~other~~flow ~~business~~from ~~opportunities~~operations. inWe do not anticipate any significant additional revenue until and unless we begin to execute on our ~~industry~~new plan of operations, described herein, e-commerce platforms offering online retail service involving Blockchain-as-a-service. ~~such~~There ~~opportunities~~is no assurance we will ever reach that stage. While there is an informal arrangement with one of our principal shareholders to provide loans to fund our working capital needs at present, ~~themselves~~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.

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

~~Three~~After the Change-~~Month~~of-Control ~~Period~~Transaction, ~~Ended~~we ~~December~~entered 31into an agreement dated April 26, 2018 ~~compared~~(the “ADC Agreement”), with Chongqing Puxin Blockchain Technology Co., Ltd. (“Puxin”), a cryptocurrency mining company in China, pursuant to which we would contribute $2 million to a new company, Apex Data Center Inc. (“ADC”), incorporated by Puxin, in exchange for an 80% equity in ADC. Puxin would retain 20% of the ~~Three-Month~~equity ~~Period~~of ~~Ended~~ADC. ~~December~~ADC 31would build a “mining pool,” ~~2017~~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. As of the date of this quarterly report, we provided $20,000 of the required working capital amount, the source of which were loans from one of our principal shareholders. Though we entered into the ADC Agreement with a good intention to commence to the mining business, we were not able to raise sufficient fund at terms and conditions acceptable to us to carry out our obligations within the timeframe given by the ADC Agreement and the parties terminated the ADC Agreement on April 1, 2019.

~~Revenue,~~Plan ~~Cost~~ of ~~Goods~~Operations ~~Sold~~ and ~~Gross~~Current ~~Profit~~Status

~~For~~We ~~the~~are ~~three~~planning ~~months~~to ~~ended~~establish ~~December~~e-commerce ~~31,~~platforms ~~2018,~~offering weonline ~~generated~~retail $0service in(the ~~revenues~~“E-Commerce ~~and~~Platforms $0Project”) inand ~~cost~~are ofcurrently ~~goods~~designing ~~sold,~~and ~~compared~~developing toour ~~steam~~Blockchain-as-a-service ~~room~~that ~~products~~is ~~revenue~~intended offor ~~$30,366~~all ~~and~~our ~~cost~~customers ofwho ~~goods~~will ~~sold~~join ofour ~~$20,989~~e-commerce ~~during~~platforms ~~the~~as ~~same~~vendors ~~period~~and ~~of 2017~~suppliers. ~~The~~We ~~changes~~feel ~~represent~~this ~~decreases~~business inmodel ~~revenue~~would ~~and~~require ~~cost~~less ofcapital ~~goods~~at ~~sold~~early instage ~~the amounts~~ of ~~$30,366~~design and ~~$20,989,~~development ~~respectively.~~and Wemay ~~suspended~~potentially ~~the~~be ~~steam~~profitable ~~room~~once ~~products~~established. ~~sales~~Our ~~activities~~principal inbusiness ~~April~~objective ~~2018~~for tothe ~~pursue~~next a12 ~~new~~months ~~cryptocurrency~~and ~~mining~~beyond ~~business,~~such ~~following~~time ~~the~~will ~~change~~be into ~~control~~achieve oflong-term ~~March~~growth ~~23,~~potential ~~2018.~~through Asdevelopment of ~~December~~various ~~31,~~Blockchain ~~2018,~~technology norelated ~~revenue~~products ~~has~~and ~~been~~acquisition ~~generated~~of bya ~~the~~business ~~new~~rather ~~cryptocurrency~~than ~~mining~~immediate, ~~business~~short-term earnings.

~~For~~The ~~the~~analysis ~~three~~of ~~months~~E-Commerce ~~ended~~Platforms ~~December~~Project ~~31,~~has ~~2018,~~been ~~our~~undertaken ~~gross~~by ~~profit was $0,~~ or aunder ~~decrease of $9,377 from~~ the ~~gross~~supervision ~~profit~~ of ~~$9,377~~our ~~during~~management. ~~the~~Our ~~same~~company ~~period~~has ofunrestricted ~~2017.~~flexibility Asin ~~explained above~~seeking, ~~during~~analyzing ~~the~~and ~~three~~participating ~~months~~in ~~ended~~potential ~~December~~business ~~31,~~opportunities. ~~2018,~~In noits ~~sales~~efforts ~~and~~to ~~cost~~analyze ofbusiness ~~goods sold was recorded~~opportunities, ~~resulting~~we inare aconsidering $0the ~~gross~~following ~~profit.~~factors:

~~Operating~~· ~~Expenses~~Potential for growth, indicated by new technology, anticipated market expansion or new products; · Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole; · Strength and diversity of management, either in place or scheduled for recruitment; · Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources; · The cost of participation by our company as compared to the perceived tangible and intangible values and potentials; · The extent to which the business opportunity can be advanced; · The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and · Other relevant factors.

~~For~~Blockchain ~~the~~technology ~~three~~is ~~months~~emerging ~~ended~~as ~~December~~a ~~31,~~major ~~2018,~~disruptive weforce ~~incurred~~across ~~operating~~many ~~expenses of $71~~industries,~~724,~~ ~~which~~including ~~represents~~those aninvolved ~~increase~~ in ~~the~~online ~~amount~~retail. ofOnce ~~$70~~established,~~025~~ aswe ~~compared~~believe tothat ~~$1,699~~our ~~during~~e-commerce ~~the~~platforms ~~same~~enabling ~~period~~Blockchain oftechnology ~~2017.~~could ~~While~~allow ~~operating~~our ~~expenses~~customers ~~for~~to ~~three~~conduct ~~months~~business ~~ended~~in ~~December~~more ~~31,~~synchronized ~~2017 consists of only legal~~ and ~~professional~~collaborative ~~expenses,~~ways ~~the~~to ~~$71,724~~substantially ~~operating~~increase ~~expenses~~operational ~~for~~efficiency ~~the three months ended December 31, 2018 include professional fees~~ and ~~other~~reduce ~~expenses~~trade ~~incurred~~costs ~~for~~across the ~~development~~online ofretail ~~the new cryptocurrency mining business, such as consulting fee of $7,500, legal fee of $41,169, and travel expenses of $10,000~~chain.

~~Provision~~We anticipate that the process of developing e-commerce platforms enabling Blockchain will be complex and extremely risky. Blockchain technology is rapidly emerging and is regarded as a major disruptive force to government authorities and business organizations across many industries. Blockchain technology is still new but the impact on e-commerce could be immense. E-Commerce or online retail Blockchain applications are currently being developed and piloted with limited use cases to increase transparency and visibility across the supply chain and payment process, prove authenticity and origin of import and export goods, and accelerate flow of goods and cargos across international borders. We are in the process of completing our feasibility study of our E-Commerce Platforms Project and we anticipate the initial cost to commence our research and design of e-commence platforms involving Blockchain technology would be $5 million including the equipment costs. We also plan to seek partnership or collaboration opportunities with existing e-commerce platforms or Blockchain technology companies to reduce our capital expense and increase feasibilities. However, if we are not unable to overcome the difficulties of obtaining additional financing and capital from the market, it may be extremely difficult for ~~(Benefit~~us to start the establishment of) ~~Income~~e-commerce ~~Taxes~~platform that could fuel the organic growth of our business.

~~Benefit~~Results of ~~Income Taxes for the three months ended December 31, 2018 and 2017 was $0 and $0, respectively. No current tax liability was provided for the three months ended December 31, 2018 and 2017.~~Operations

~~Net~~Three-Month ~~Loss~~Period Ended March 31, 2019 compared to the Three-Month Period Ended March 31, 2018

~~Our net loss for the three-month period ended December 31~~Revenue, ~~2018~~Cost ~~was $71,724, an increase~~ of ~~$79,402~~Revenue ~~compared~~and toGross a net income of $7,678 during the same period of 2017. The increase in net losses is primarily caused by the increase in the Company’s operating expenses during the three-month period ended December 31, 2018.Profit

~~Six-Month~~For ~~Period~~the ~~Ended~~three ~~December~~months ended March 31, 2019 and March 31, 2018, ~~compared~~we generated $0 in revenues and $0 in cost of revenue, respectively. We suspended the steam room products sales activities in April 2018 to pursue a new cryptocurrency mining business, following the ~~Six-Month~~change ~~Period~~in ~~Ended~~control ~~December~~of March 23, 2018. As of March 31, ~~2017~~2019, no revenue has been generated by the new cryptocurrency mining business.

~~Revenue~~For the three months ended March 31, ~~Cost~~2019 ofand ~~Goods~~March ~~Sold~~31, 2018, our gross profit was $0, respectively. As explained above, during the three months ended March 31, 2019, no sales and ~~Gross~~cost ~~Profit~~of revenue was recorded, resulting in a $0 gross profit.

~~For~~13 ~~the~~Table ~~six months ended December 31, 2018, we generated $0 in revenues and $0 in cost~~ of goods sold, compared to steam room products revenue of $60,474 and cost of goods sold of $50,843 during the same period of 2017. The changes represent decreases in revenue and cost of goods sold in the amounts of $60,474 and $50,843, respectively. We suspended the steam room products sales activities in April 2018 to pursue a new cryptocurrency mining business, following the change in control of March 23, 2018. As of December 31, 2018, no revenue has been generated by the new cryptocurrency mining business.Contents

~~For~~Operating the six months ended December 31, 2018, our gross profit was $0, or a decrease of $9,631 from the gross profit of $9,631 during the same period of 2017. As explained above, during the six months ended December 31, 2018, no sales and cost of goods sold was recorded, resulting in a $0 gross profit.Expenses

~~Operating~~For ~~Expenses~~the three months ended March 31, 2019, we incurred operating expenses of $182,811, which represents an increase in the amount of $181,281 as compared to $1,530 during the same period of 2018. While operating expenses for three months ended March 31, 2018 consists of only legal and professional expenses, the $182,811 operating expenses for the three months ended March 31, 2019 include legal and professional expenses and other expenses incurred for the development of the new cryptocurrency mining business, such as consulting fee of $12,608, legal and professional fee of $85,245, salaries and wages of $38,967, and Rent of $32,061.

~~For~~Provision the six months ended December 31, 2018, we incurred operating expenses of $242,774, which represents an increase in the amount of $239,626 as compared to $3,148 during the same period of 2017. While operating expenses for ~~six~~(Benefit ~~months ended December 31, 2017 consists~~ of) ~~only~~Income legal and professional expenses, the $242,774 operating expenses for the six months ended December 31, 2018 include professional fees and other expenses incurred for the development of the new cryptocurrency mining business, such as consulting fee of $57,800, legal fee of $84,546, and travel expenses of $59,836.Taxes

~~Provision for (~~Benefit of) Income Taxes for the three months ended March 31, 2019 and 2018 was $0 and $1,298, respectively. The $1,298 benefit for the period ending March 31, 2018 is the result of a reversal of accrued estimated corporate income tax liabilities originally previously recorded on June 30, 2015. No current tax liability was provided for the three months ended March 31, 2019.

~~Benefit~~Net ~~of Income Taxes for the six months ended December 31, 2018 and 2017 was $0 and $0, respectively. No current tax liability was provided for the six months ended December 31, 2018 and 2017.~~Loss

~~Net~~Our ~~Loss~~net loss for the three-month period ended March 31, 2019 was $183,184, an increase loss of $182,952 compared to a net loss of $232 during the same period of 2018. The increase in net losses is primarily caused by the increase in the Company’s operating expenses during the three-month period ended March 31, 2019.

~~Our net loss for the six~~Nine-~~month~~Month ~~period~~Period ~~ended~~Ended ~~December~~March 31, ~~2018~~2019 ~~was $242,823, a decrease of $249,162~~ compared to ~~a net income of $6,339 during~~ the ~~same period of 2017. The increase in net losses is primarily caused by the increase in the Company’s operating expenses during the six~~Nine-~~month~~Month ~~period~~Period ~~ended~~Ended ~~December~~March 31, 2018.

13Revenue, ~~Table~~Cost of ~~Contents~~Revenue and Gross Profit

~~Liquidity~~For the nine months ended March 31, 2019, we generated $0 in revenues and ~~Capital~~$0 ~~Resources~~in cost of Revenue, compared to steam room products revenue of $60,474 and cost of revenue of $50,843 during the same period of 2018. The changes represent decreases in revenue and cost of revenue in the amounts of $60,474 and $50,843, respectively. We suspended the steam room products sales activities in April 2018 to pursue a new cryptocurrency mining business, following the change in control of March 23, 2018. As of March 31, 2019, no revenue has been generated by the new cryptocurrency mining business.

AtFor ~~December~~the ~~31,~~nine ~~2018,~~months weended ~~had~~March ~~occurred bank overdraft of $12~~31,~~115.~~ ~~The negative $12~~2019,~~115~~ ~~cash~~our ~~balance~~gross atprofit ~~December~~was 31$0, ~~2018~~or ~~represented~~ a decrease byof $839,~~614~~631 from the ~~cash~~gross inprofit ~~bank balance~~ of $719,~~499~~631 atduring ~~June~~the ~~30,~~same period of 2018. ~~While~~As weexplained ~~received a net $93~~above,~~000~~ ~~loan from our related parties~~ during the ~~three-month period~~ ~~ending~~nine ~~December~~months ended March 31, ~~2018~~2019, ~~our~~no ~~operating~~sales ~~activities~~and ~~used~~cost aof ~~total~~revenue ofwas ~~$71~~recorded,~~724~~ ofresulting ~~cash~~in ~~and we made~~ a $~~51,781~~0 ~~security~~gross ~~deposit during the six months ended December 31, 2018, which caused the cash balance to drop substantially~~profit.

~~The~~Operating prepaid expense of $1,145 was our only current assets as of December 31, 2018, as compared to $72,644 at June 30, 2018. We had $371,315 in total current liability as of December 31, 2018, including a $13,552 of accounts payable and a $345,648 of loan from related parties, as compared to the total current liabilities of $156,000 at June 30, 2018. The balance of loan from the related parties was $155,000 as of June 30, 2018.Expenses

WeFor ~~have~~the anine ~~working~~months ~~capital~~ended ~~deficit~~March as31, of2019, ~~December~~we 31incurred operating expenses of $425,585, ~~2018~~which represents an increase in the amount of $~~370~~420,~~170.~~763 ~~For~~as compared to $4,822 during the same period ~~from~~of ~~inception~~2018. ~~(March~~While ~~31,~~operating ~~2015)~~expenses tofor ~~December~~nine months ended March 31, 2018, weconsists ~~had~~of anonly ~~accumulated~~legal ~~net~~and ~~loss~~professional ofexpenses, the $~~365~~425,~~549. Our~~585 ~~net~~operating ~~worth was~~expenses afor ~~negative~~the ~~$314,618~~nine asmonths ofended ~~December~~March 31, ~~2018. This~~2019 ~~raises~~include ~~substantial~~legal ~~doubt~~and ~~about~~professional ~~our~~expenses ~~ability~~and toother ~~continue~~expenses incurred for the development of the new cryptocurrency mining business, such as aconsulting ~~going~~fee ~~concern~~of ~~within~~$70,408, ~~one~~legal ~~year~~and ~~after~~professional ~~the~~fee ~~date~~of ~~that~~$169,791, ~~the~~salaries ~~financial~~and ~~statements~~wages ~~are~~of ~~issued~~$38,967, rent of $32,061 and travel expenses of $50,316.

~~Our~~Provision ~~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~~(Benefit ~~next twelve months unless we obtain additional capital to pay our expenses. We do not anticipate any significant revenue until and unless we begin to execute on our new plan~~ of) ~~operations~~Income ~~involving blockchain technology related products and services. There is no assurance we will ever reach that stage.~~Taxes

~~Our~~Benefit ~~ability~~of toIncome ~~continue~~Taxes asfor athe ~~going~~nine ~~concern~~months isended ~~dependent~~March ~~upon our ability to successfully execute our new business plan and generate profitable operations in the future~~31, ~~and/or~~2019 ~~to obtain the necessary financing to meet our obligations~~ and ~~repay~~2018 ~~our~~was ~~liabilities~~$0 ~~arising from normal business operation as~~ and ~~when~~$1,298, ~~they become due~~respectively. ~~Management~~The ~~intends~~$1,298 tobenefit ~~finance operating costs~~ for the ~~foreseeable~~period ~~future~~ending ~~with~~March ~~loans~~31, ~~from~~2018 ~~related~~is ~~parties and~~ the ~~issuance~~result of ~~equity~~a ~~and/or~~reversal ~~debt.~~of ~~There~~accrued isestimated nocorporate ~~commitment~~income ~~from~~tax ~~any~~liabilities ~~person~~originally ~~for~~previously ~~any~~recorded ~~such~~on ~~capital~~June ~~and~~30, ~~there~~2015. ~~can~~No becurrent notax ~~assurances~~liability ~~that~~was ~~capital~~provided ~~will~~for bethe ~~available~~nine tomonths usended onMarch ~~favorable terms~~31, ~~or at all~~2019.

~~One~~Net 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.Loss

~~Going~~Our ~~Concern~~net loss for the nine-month period ended March 31, 2019 was $426,007, an increase loss of $432,114 compared to a net income of $6,107 during the same period of 2018. The increase in net losses is primarily caused by the increase in the Company’s operating expenses during the nine-month period ended March 31, 2019.

~~The~~14 ~~accompanying~~Table ~~consolidated~~of ~~financial statements and notes have been prepared assuming that the Company will continue as a going concern for one year after the date the consolidated financial statements were issued.~~Contents

~~For~~Liquidity ~~the~~and ~~period~~Capital from inception (March 31, 2015) to December 31, 2018, the company had an accumulated net loss of $365,549. The Company also had a negative net worth of $314,618 as of December 31, 2018. This raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.Resources

~~The~~At ~~ability~~March to31, ~~continue~~2019, aswe ahad ~~going~~cash ~~concern~~in isbank ~~dependent~~of ~~upon~~$13,351, a decrease by $58,148 from the ~~Company’s~~cash ~~ability~~in tobank ~~successfully~~balance ~~execute~~of ~~its~~$71,499 ~~business~~at ~~plan~~June ~~and~~30, ~~generate~~2018. ~~profitable~~While ~~operations~~we inreceived ~~the~~a ~~future~~net $353,913 ~~and/or~~loan tofrom ~~obtain~~our ~~the~~related ~~necessary~~parties ~~financing~~during tothe ~~meet~~period ~~its~~ending ~~obligations~~March ~~and~~31, ~~repay~~2019, ~~its~~our ~~liabilities~~operating ~~arising~~activities ~~from~~used ~~normal~~a ~~business~~total ~~operation~~of ~~when~~$182,811 ~~they~~of ~~become~~cash ~~due.~~and ~~Management~~we ~~intends~~made toa ~~finance~~$55,751 ~~operating~~security ~~costs~~deposit ~~over~~during the ~~next~~nine 12 months ~~with~~ended ~~loans~~March ~~from~~31, ~~related~~2019, ~~parties~~which orcaused the ~~issuance~~cash ofbalance ~~equity~~to ~~and~~drop ~~debt securities~~substantially.

The ~~failure~~cash toin ~~achieve~~bank ~~the~~of ~~necessary~~$13,351 ~~levels~~and prepaid expense of ~~profitability~~$1,145 orwere ~~obtain~~our ~~the~~only ~~additional~~current ~~funding~~assets ~~would~~as beof ~~detrimental~~March 31, 2019 and June 30, 2018, respectively. We had $571,819 in total current liability as of March 31, 2019, including a $57,574 of accounts payable and a $508,913 of loan from related parties, as compared to the ~~Company~~total current liabilities of $156,000 at June 30, 2018. The balance of loan from the related parties was $155,000 as of June 30, 2018.

14We ~~Table~~have a working capital deficit as of ~~Contents~~March 31, 2019 in the amount of $557,323. For the period from inception (March 31, 2015) to March 31, 2019, we had an accumulated net loss of $548,732. Our net worth was a negative $497,801 as of March 31, 2019. 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.

~~Off-Balance~~Our ~~Sheet~~independent ~~Arrangements~~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 do not anticipate any significant 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.

WeOur doability ~~not~~to ~~have~~continue ~~any~~as ~~off-balance~~a ~~sheet~~going ~~arrangements~~concern ~~that~~is ~~have~~dependent upon our ability to successfully execute our new business plan and generate profitable operations in the future, and/or ~~are~~to ~~reasonably~~obtain ~~likely~~the necessary financing to ~~have~~meet aour ~~current~~obligations orand repay our liabilities arising from normal business operation as and when they become due. Management intends to finance operating costs for the foreseeable future ~~effect~~with onloans ~~our~~from ~~financial~~related ~~condition,~~parties ~~changes~~and inthe ~~financial~~issuance ~~condition,~~of ~~revenues~~equity and/or ~~expenses,~~debt. ~~results~~There ofis ~~operations,~~no ~~liquidity,~~commitment ~~capital~~from ~~expenditures~~any orperson for any such capital ~~resources~~and there can be no assurances that iscapital ~~material~~will be available to ~~investors~~us on favorable terms, or at all.

~~Recent~~One ~~Accounting~~of ~~Pronouncements~~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 would be detrimental to us.

~~See~~Going ~~Note 2 of our Financial Statements included in this quarterly report for discussion of recent accounting pronouncements.~~Concern

~~ITEM~~The 3.accompanying ~~QUANTITATIVE~~consolidated ~~AND~~financial ~~QUALITATIVE~~statements ~~DISCLOSURE~~and ~~ABOUT~~notes ~~MARKET~~have ~~RISK~~been prepared assuming that the Company will continue as a going concern for one year after the date the consolidated financial statements were issued.

~~Not~~For ~~applicable~~the ~~for~~period ~~smaller~~from ~~reporting~~inception ~~companies~~(March 31, 2015) to March 31, 2019, the company had an accumulated net loss of $548,732. The Company also had a negative net worth of $497,801 as of March 31, 2019. This raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

~~ITEM~~The 4ability to continue as a going concern is dependent upon the Company’s ability to successfully execute its business plan and generate profitable operations in the future, and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operation when they become due. ~~CONTROLS~~Management ~~AND~~intends ~~PROCEDURES~~to finance operating costs over the next 12 months with loans from related parties or the issuance of equity and debt securities.

~~Evaluation~~The failure to achieve the necessary levels of ~~Disclosure~~profitability ~~Controls~~or ~~and~~obtain ~~Procedures~~the additional funding would be detrimental to the Company.

~~Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a~~Off-~~15(e)~~Balance ~~under~~Sheet 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 SEC 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.Arrangements

InWe ~~connection~~do ~~with~~not ~~the~~have ~~preparation~~any ofoff-balance ~~this~~sheet ~~quarterly~~arrangements ~~report~~that onhave ~~Form~~or ~~10-Q,~~are anreasonably ~~evaluation~~likely ~~was~~to ~~carried~~have ~~out~~a bycurrent ~~management,~~or ~~with~~future ~~the~~effect ~~participation~~on ofour ~~the~~financial ~~Chief~~condition, ~~Executive~~changes ~~Officer~~in ~~and~~financial ~~the~~condition, ~~Chief~~revenues ~~Financial~~or ~~Officer~~expenses, ofresults ~~the effectiveness~~ of ~~our~~operations, ~~disclosure~~liquidity, ~~controls~~capital ~~and~~expenditures ~~procedures~~or ~~(as~~capital ~~defined~~resources inthat ~~Rules~~is ~~13a-15(e)~~material ~~and~~to ~~15d-15(e) under the Exchange Act) as of December 31, 2018~~investors.

~~Based~~Recent onAccounting 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 December 31, 2018, because of the material weaknesses in our internal control over financial reporting listed below:Pronouncements

~~Insufficient~~See ~~Resources:~~Note We2 ~~have an inadequate number~~ of ~~personnel~~our ~~with~~Financial ~~requisite~~Statements ~~expertise~~included in ~~the~~this ~~key~~quarterly ~~functional~~report ~~areas~~for discussion of ~~finance~~recent ~~and~~ accounting pronouncements.

~~Inadequate~~15 ~~Segregation~~Table of ~~Duties: We have an inadequate number of personnel to properly implement control procedures.~~Contents

~~Lack~~ITEM of3. ~~Audit~~QUANTITATIVE ~~Committee~~AND ~~and~~QUALITATIVE ~~Outside~~DISCLOSURE ~~Directors~~ABOUT onMARKET 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 proceduresRISK.

~~Management~~Not isapplicable ~~committed~~for tosmaller ~~improving~~reporting 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 futurecompanies.

~~Due~~ITEM to4. ~~the~~CONTROLS ~~nature~~AND 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 detectedPROCEDURES.

~~Changes~~Evaluation inof ~~Internal~~Disclosure Controls ~~over~~and ~~Financial Reporting~~Procedures

AsManagement ofmaintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the ~~end~~Securities Exchange Act of 1934 (the ~~period~~“Exchange ~~covered~~Act”), bythat ~~this~~are ~~report,~~designed ~~there~~to ~~have~~ensure ~~been~~that noinformation ~~changes~~required to be disclosed in ~~the~~our ~~internal~~Exchange ~~controls~~Act ~~over~~reports ~~financial~~is ~~reporting~~recorded, ~~during~~processed, summarized and reported within the ~~quarter~~time ~~ended~~periods ~~December~~specified ~~31,~~in ~~2018~~SEC rules and forms, and that ~~materially~~such ~~affected,~~information oris ~~are~~accumulated ~~reasonably~~and ~~likely~~communicated to ~~materially affect~~management, including our ~~internal~~Chief ~~control~~Executive ~~over~~Officer ~~financial~~and ~~reporting~~Chief ~~subsequent~~Financial Officer, as appropriate, to ~~the~~allow ~~date~~timely ofdecisions ~~management’s~~regarding ~~last~~required ~~evaluation~~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) ~~Table~~and 15d-15(e) under the Exchange Act) as of ~~Contents~~March 31, 2019.

~~PART~~Based ~~II.~~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, 2019, because of the material weaknesses in our internal control over financial reporting listed below:

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

~~ITEM~~Inadequate 1.Segregation ~~LEGAL~~of ~~PROCEEDINGS~~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 ~~are~~do not ~~currently~~have a ~~party~~functioning toaudit ~~any~~committee ~~lawsuit~~ or ~~proceeding~~outside ~~which,~~directors inon ~~the~~our ~~opinion~~board of ~~management~~directors, isresulting ~~likely~~in toineffective ~~have~~oversight ain ~~material~~the ~~adverse~~establishment ~~effect~~and onmonitoring usof orrequired ~~our~~internal ~~business~~controls and procedures.

~~ITEM 1A.~~Management ~~RISK~~is ~~FACTORS~~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.

AsDue ofto the ~~date~~nature of ~~this~~these ~~quarterly~~material ~~report~~weaknesses, there ~~have~~is ~~been~~a nomore ~~material~~than ~~changes~~remote tolikelihood ~~the~~that ~~risk~~misstatements ~~factors~~which ~~disclosed~~could inbe ~~our~~material ~~annual~~to ~~report on Form 10-K for~~ the ~~fiscal~~annual ~~year~~or ~~ended~~interim ~~June~~financial ~~30,~~statements ~~2018~~could ~~filed~~occur ~~with~~that ~~the~~would ~~SEC~~not onbe ~~January~~prevented ~~11,~~or ~~2019~~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 March 31, 2019, 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.

Table of Contents

PART II.

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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.

ITEM 1A. RISK FACTORS

As of the date of this quarterly report, there have been no material changes to the risk factors disclosed in our annual report on Form 10-K for the fiscal year ended June 30, 2018 filed with the SEC on January 11, 2019.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

16 Table of Contents

ITEM 6. EXHIBITS

Exhibit

Exhibit Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

3.1

Articles of Incorporation, as amended

S-1

3.1

09/24/2015

3.2

By-Laws

S-1

3.2

09/24/2015

10.1

Cooperation Agreement Of Apex Data Center Inc. Dated April 26, 2018

8-K

10.1

06/22/2018

31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer

31.2

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer

32.1

Section 1350 Certification of principal executive officer**

32.2

Section 1350 Certification of principal financial and accounting officer**

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

________

** Furnished, not filed

Table of Contents

~~SIGNATURES~~ITEM 6. EXHIBITS

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.

Exhibit

Exhibit Description

Filed

Herewith

Form

Period

Ending

Exhibit

Filing Date

3.1

Articles of Incorporation, as amended

S-1

3.1

09/24/2015

3.2

By-Laws

S-1

3.2

09/24/2015

10.1

Cooperation Agreement Of Apex Data Center Inc. Dated April 26, 2018

8-K

10.1

06/22/2018

10.2

Termination and Release Agreement by and between Apex Resources Inc. and Chongqing Puxin Blockchain Technology Co., Ltd. dated as of April 1, 2019

31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer

31.2

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer

32.1

Section 1350 Certification of principal executive officer**

32.2

Section 1350 Certification of principal financial and accounting officer**

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

	APEX RESOURCES, INC.
Date: April 9, 2019	By:	/s/ Jeff Bodnar
		Jeff Bodnar
		(Principal Executive Officer)

_______________

18** Furnished, not filed

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: May 15, 2019	By:	/s/ Jeff Bodnar
		Jeff Bodnar
		(Principal Executive Officer)

Filing Compare · APEX RESOURCES INC/NV