This annual report contains forward-looking statements. These
statements 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
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.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
Our audited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in
conjunction with our audited financial statements and the related notes that
appear elsewhere in this annual report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and elsewhere
in this annual report.
In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to common
shares refer to the common shares in our capital stock.
As used in this annual report, the terms we, us, our and
our company mean Unifunds Limited (formerly Asian Development Frontier Inc.),
unless the context clearly requires or states otherwise.
Corporate Overview
We were incorporated in the State of Nevada on February 2,
2005. Our original business plan was to develop fuel cell technology and produce
fuel cells in China for indoor forklifts, scooters, underwater equipment (e.g.
shallow underwater sightseeing submarines) that require a small size, longevity
of use and silent operation. During fiscal 2008 we suspended the development of
our products and business plan until we were able to raise sufficient additional
financing.
Since the suspension of our original business plan, our
management has been analyzing various alternatives available to our company to
ensure our survival and to preserve our shareholders' investment in our common
shares.
On July 31, 2012, we filed Articles of Merger with the Nevada
Secretary of State to change the name of the company from Intervia Inc. to
Blue Sky Petroleum Inc., by way of a merger with our wholly-owned subsidiary
Blue Sky Petroleum Inc., which was created solely for the name change.
Also on July 31, 2012, we filed a Certificate of Change with
the Nevada Secretary of State to give effect to a forward split of our
authorized and issued and outstanding shares of common stock on a 3 new for 1
old basis and, consequently, our authorized capital increased from 75,000,000 to
225,000,000 shares and correspondingly, our issued and outstanding shares of
common stock increased from 15,740,000 to 47,220,000 shares of common stock, all
with a par value of $0.001. These amendments became effective on August 7, 2012
upon approval from the Financial Industry Regulatory Authority (FINRA).
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Effective September 19, 2012, our stock symbol changed from
ITVA to BSKY to better reflect the new name of our company. The symbol
change became effective with the OTC Markets at the opening of trading on
September 19, 2012.
On June 10, 2015, our board of directors approved an agreement
and plan of merger to merge with our wholly-owned subsidiary Asian Development
Frontier Inc., a Nevada corporation, to effect a name change from Blue Sky
Petroleum Inc. to Asian Development Frontier Inc. Asian Development Frontier
Inc. was formed solely for the change of name. Articles of Merger to effect the
merger and change of name were filed and became effective with the Nevada
Secretary of State on July 9, 2015. The name change became effective with the
OTC Markets at the opening of trading on July 9, 2015 under the symbol "ADFI".
Our CUSIP number is 04521W101.
On September 21, 2017, Unifunds Limited, a Hong Kong
corporation, acquired an aggregate of 55,000,000 issued and outstanding common
shares of our Company. The shares were acquired in private transactions, in
equal part from each Jin Han Alvin Lee, our former president, secretary, chief
executive officer, chief financial officer, treasurer and director, and Kok
Seong Lim, our former director. The purchase price, which was paid with personal
funds of the purchaser, was $0.06218 per share or $3,420,000 in the aggregate.
The 55,000,000 common shares constitute approximately 57.7% of
our issued and outstanding voting securities as at the date of this report.
Shirley Van Kerkhove has sole voting and dispositive control over securities
held by UniFunds Limited. There are no arrangements or understandings among
UniFunds Limited, Jin Han Alvin Lee, or Kok Seong Lim or their respective
associates with respect to the election of directors or other matters pertaining
to the Company.
On October 17, 2017, our board of directors approved an agreement and plan of merger to merge with our wholly-owned subsidiary Unifunds Limited (a Nevada corporation, incorporated on October 19, 2017), for the sole purpose of effecting a name change from Asian Development Frontier Inc. to Unifunds Limited. Our company remained the surviving company. Completion of the merger and name change became effective on March 23, 2018 following approval of the Financial Industry Regulatory Authority. On March 23, 2018 we adopted the new trading symbol “UIFD”, and new CUSIP number 90775A101.
The address of our principal executive office is 65/10-12 Floor
1, Chamnan Phenjati Business Center Building. Rama IX Rd, Huai Khwang, Bangkok,
Thailand. Our telephone number is 852-3106-3133.
Our Current Business
During our last two fiscal years, we have been a company with
no operations.
We continue to evaluate potential opportunities to develop our business through merger, acquisition or joint venture, with a view to increasing shareholder value. However, at this time we have not yet been successful in finding a transaction that has warranted pursuing.
Research and Development
We do not currently have a formal research and development
effort. We do not intend to allocate any funds to research and development over
the twelve months ending January 31, 2019.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the
twelve months ending January 31, 2019.
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Competition
Currently our company has no operations. We are engaged in the evaluation of potential opportunities to develop our business through merger, acquisition or joint venture, with a view to increasing shareholder value. In that regard we may compete with other private or public companies for business opportunities and financing. Many of the companies with whom we may compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on the identification, evaluation, acquisitions and development of assets or opportunities of merit. In addition, they may be able to afford management and other expertise greater than our own. This competition could adversely impact on our ability to re-establish operation, and to achieve the financing necessary for us to develop any assets or interests we may acquire.
Compliance with Government Regulation
We are committed to complying with and are, to our knowledge,
in compliance with, all governmental and environmental regulations applicable to
our company and any future properties. Permits from a variety of regulatory
authorities are required for many aspects of mine operation and reclamation. We
cannot predict the extent to which these requirements will affect our company or
any future properties if we identify the existence of minerals in commercially
exploitable quantities. In addition, future legislation and regulation could
cause additional expense, capital expenditure, restrictions and delays in the
exploration of any future properties.
Subsidiaries
We do not have any subsidiaries.
Employees
Currently, we do not have any employees. Additionally, we have
not entered into any consulting or employment agreements with our president,
chief executive officer, treasurer, secretary or chief financial officer. Our
directors, executive officers and certain contracted individuals play an
important role in the running of our company. We do not expect any material
changes in the number of employees over the next 12 month period. We do and will
continue to outsource contract employment as needed.
We engage contractors from time to time to consult with us on
specific corporate affairs or to perform specific tasks in connection with our
programs.
Intellectual Property
We do not own, either legally or beneficially, any patent or
trademark.
REPORTS TO SECURITY HOLDERS
We are required to file annual, quarterly and current reports,
proxy statements and other information with the Securities and Exchange
Commission and our filings are available to the public over the internet at the
Securities and Exchange Commissions website at http://www.sec.gov. The public
may read and copy any materials filed by us with the Securities and Exchange
Commission at the Securities and Exchange Commissions Public Reference Room at
100 F Street N.E. Washington D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the Securities and
Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, at
http://www.sec.gov.