What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-11-29 compared with 2020-09-16 · 144 added, 78 removed, 18 unchanged (93% of the section changed)

CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuers management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2020.

Based on our managements evaluation under the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

We have identified a lack of segregation of duties, a lack of audit committee or independent governance/oversight, and timely communication with vendors to obtain invoices and record expenses and liabilities as material weaknesses in our internal controls over financial reporting as of the end of the fiscal year ended August 31, 2020.

Such officer also confirmed that there was no change in our internal control over financial reporting during the year August 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)

and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that

we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated

to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers,

or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation

of our disclosure controls and procedures as of August 31, 2021.

Based on our management’s evaluation under the framework in Internal

Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded

that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in

the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified

in SEC rules and forms.

material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a

material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

We have identified

a lack of segregation of duties, a lack of audit committee or independent governance/oversight, and timely communication with vendors

to obtain invoices and record expenses and liabilities as material weaknesses in our internal controls over financial reporting as of

the end of the fiscal year ended August 31, 2021.

officer also confirmed that there was no change in our internal control over financial reporting during the year August 31, 2021 that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The name, age and titles of our executive officer and director are as follows:

Name and Address of Executive

Officer and/or Director

Veniamin Minkov

Sveti Kliment Ohridski 27, Apt.

Burgas, Bulgaria 8000

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)

Our Director Veniamin Minkov:

Held his offices/positions since the inception of our Company and is expected to hold said offices/positions until the next annual meeting of our stockholders.

name, age and titles of our executive officer and director are as follows:

and Address of Executive

and/or Director

No 2, Jalan Rimba Riang 9/9,

Seksyen 9, Kota Damansara

47810 Petaling Jaya, Selangor, Malaysia

Treasurer, Secretary and Director

Executive, Financial and Accounting Officer)

Director Low Wai Koon:

his offices/positions since February 26, 2021 and is expected to hold said offices/positions until the next annual meeting of our stockholders.

The officers listed are our only officers and control persons.

Veniamin Minkov has acted as our President, Treasurer, Secretary and Director since our incorporation on February 17, 2017 .

Minkov graduated from Burgas Free University (Burgas, Bulgaria) in 2013 with a bachelors degree in marketing.

Since graduation, he has been working as a sole proprietor in the beverage distribution business.

Minkov has never been in default with the bank or government and does not have any pending litigations or claims.

Minkov owns 68.72% of the outstanding shares of our common stock.

As such, it was unilaterally decided that Mr.

Minkov was going to be our President, Chief Executive Officer, Treasurer, Secretary, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors.

This decision did not in any manner relate to Mr.

Minkovs previous employments.

Minkovs and previous experience, qualifications, attributes or skills were not considered when he was appointed as our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and member of our board of directors.

AUDIT COMMITTEE

We do not have an audit committee or audit committee financial expert.

We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive.

Further, because we have limited operations, at the present time, we believe the services of a financial expert are not warranted.

SIGNIFICANT EMPLOYEES

Other than our director, we do not expect any other individuals to make a significant contribution to our business.

Wai Koon has acted as our President, Treasurer, Secretary and Director since February 26, 2021 .

Low, 50, is the founder of WKL Eco Earth Sdn Bhd.

(“WKL”).

Low has held senior management roles of WKL since 2017.

Prior to joining WKL, Dr.

Low had over 15 years of working experience in the mechanical engineering sector.

Low obtained an Honorary

Doctorate in Robotics Engineering Science and is a Honorary Fellow of the International Society of Professional Engineers, USA.

has never been in default with the bank or government and does not have any pending litigations or claims.

Low owns 67.34% of the outstanding shares of our common stock.

On February 26, 2021, Veniamin Minkov resigned as the former director,

Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer of the Company.

Minkov’s resignation as Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer

was effective immediately.

Veniamin Minkov’s resignation as a director become effective ten (10) days following the filing by the

Company of the Information Statement on Schedule 14f-1 with the United States Securities and Exchange Commission.

Prior to Veniamin Minkov’s

resignation, he appointed Dr, Low as the Company’s Director and Chairman of the Board, Chief Executive Officer, Chief Financial

Officer, President, Secretary and Treasurer of the Company.

There were no disagreements between Dr.

Low and the Company on any matter

relating to the Company’s operations, policies or practices, which resulted in his resignation.

Low’s previous experience,

qualifications, attributes or skills were not considered when he was appointed as our President, Chief Executive Officer, Treasurer,

Chief Financial Officer, Chief Accounting Officer, Secretary and member of our board of directors.

do not have an audit committee or audit committee financial expert.

We do not have an audit committee financial expert because we believe

the cost related to retaining a financial expert at this time is prohibitive.

Further, because we have limited operations, at the present

time, we believe the services of a financial expert are not warranted.

than our director, we do not expect any other individuals to make a significant contribution to our business.

EXECUTIVE COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the years ended AUGUST 31, 2019 and AUGUST 31, 2020:

Summary Compensation Table

following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the

years ended AUGUST 31, 2020 and AUGUST 31, 2021:

Compensation Table

Incentive Plan

Veniamin Minkov, President, Secretary and Treasurer

September 1, 2018 to August 31, 2019

September 1, 2019 to August 31, 2020

There are no current employment agreements between the company and its officer.

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

CHANGE OF CONTROL

As of August 31, 2020, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.

Wai Koon, President, Secretary and Treasurer

1, 2019 to August 31, 2020

September 1, 2020

to August 31, 2021

are no current employment agreements between the company and its officer.

are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement

at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries,

of August 31, 2021, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a

termination of employment or a change in our control.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information as of August 31, 2020 regarding the ownership of our common stock by each shareholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock, each director and all executive officers and directors as a group.

Except as otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares of common stock beneficially owned.

Title of Class

Name and Address of

Beneficial Owner

Amount and Nature of

Beneficial Ownership

Percent of class

Veniamin Minkov

Sveti Kliment Ohridski 27,

8 Burgas, Bulgaria 8000

following table sets forth information as of August 31, 2021 regarding the ownership of our common stock by each shareholder known by

us to be the beneficial owner of more than five percent of our outstanding shares of common stock, each director and all executive officers

and directors as a group.

Except as otherwise indicated, each of the shareholders has sole voting and investment power with respect to

the shares of common stock beneficially owned.

and Address of

and Nature of

Jalan Rimba Riang 9/9,

Seksyen 9, Kota Damansara

47810 Petaling Jaya, Selangor, Malaysia

shares of common stock (direct)

The percent of class is based on 2,970,000 shares of common stock issued and outstanding as of August 31, 2020.

percent of class is based on 2,970,000 shares of common stock issued and outstanding as of August 31, 2020.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Company issued a total of 2,000,000 shares of restricted common stock to Veniamin Minkov, our sole officer and director in consideration of $2,000.

Since February 17, 2017 (Inception) through August 31, 2020, the Companys sole officer and director loaned the Company $9,217 to pay for incorporation costs and operating expenses.

support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company

can support its operations or attains adequate financing through sales of its equity or traditional debt financing.

There is no formal

written commitment for continued support by officers, directors, or shareholders.

Amounts represent advances or amounts paid in satisfaction

of liabilities.

The advances are considered temporary in nature and have not been formalized by a promissory note.

February 17, 2017 (Inception) through February 28, 2021, the Company’s former sole officer and director, Veniamin Minkov, loaned

the Company $11,567 to pay for incorporation costs and operating expenses.

The loan is non-interest bearing, due upon demand and unsecured.

Minkov, confirmed to the Board of Directors (“Board”) of the Company to forgive the loan extended by him to the Company amounting

The Company wrote off cash balance of $40 and carrying amount of a fixed asset of $185 against a loan from related party

The balance of the loan from related party and stock refund payable of $1,950 amounting to $13,292 were written off against

additional paid- in capital.

addition, pursuant to the terms of the Securities Purchase Agreement dated February 26, 2021, by and among Veniamin Minkov, the former

sole officer, director, and majority stockholder of the Company and Low Wai Koon (the “Agreement”), Veniamin Minkov warranted

that on the Effective Date (defined hereunder) the Company will have no assets and no debt of any kind including no outstanding tax liabilities

and that all existing contracts entered into by the Company shall be cancelled without liability.

year ended August 31, 2021, a company related to Dr Low Wai Koon, the Company’s new sole officer and director, has paid fees on

behalf of the Company in view that the Company has yet to open new bank account in the United States of America after Change of Control

disclosed in Note 7 due to travel restrictions imposed as a result of Covid-19 pandemic.

The amount due to related parties were provided

as unsecured obligations.

The funds were used to pay audit and professional fees on behalf of the Company.

The obligations bear no interest,

have no fixed term and are not evidenced by any written agreement.

As of August 31, 2021, the balance in due to related party is $44,134.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents the fees for professional audit services rendered by PLS CPA, a professional corporation (PLS) for the audit of the Companys annual financial statements for the fiscal years ended August 31, 2020 and August 31, 2019 and fees billed for other services rendered by PLS during those periods.

All services reflected in the following fee table were pre - approved, respectively, in accordance with the policy of the Board.

following table presents the fees for professional audit services) for the audit of the Company’s annual financial statements for

the fiscal years ended August 31, 2021 and August 31, 2020 and fees billed for other services rendered by the auditors

during those periods.

All services reflected in the following fee table were pre - approved, respectively, in accordance with

the policy of the Board.

August 31, 2021

3 unchanged sentences

All other fees

Audit fees consist of audit and review services, consent and review of documents filed with the SEC.

For fiscal years ended August 31, 2020 and August 31, 2019, respectively.

In its capacity, the Board pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent auditors.

The Board will annually approve the scope and fee estimates for the year-end audit to be performed by the Companys independent auditors for the fiscal year.

With respect to other permitted services, the Board pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to the individual project and annual maximums.

To date, the Company has not engaged its auditors to perform any non-audit related services.

The following exhibits are filed as part of this Annual Report.

(1) Audit fees consist

of audit and review services, consent and review of documents filed with the SEC.

For fiscal years ended August 31, 2021 and August

31, 2020, respectively.

its capacity, the Board pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent

The Board will annually approve the scope and fee estimates for the year-end audit to be performed by the Company’s independent

auditors for the fiscal year.

With respect to other permitted services, the Board pre-approves specific engagements, projects and categories

of services on a fiscal year basis, subject to the individual project and annual maximums.

To date, the Company has not engaged its auditors

to perform any non-audit related services.

following exhibits are filed as part of this Annual Report.

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

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 Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UNEX HOLDINGS INC.

September 16, 2020

/s/ Veniamin Minkov

Veniamin Minkov, President and

Chief Executive Officer and Chief Financial Officer

Section 1350, as adopted pursuant

to Section 906 of the Sarbanes- Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

HOLDINGS INC.

November 29, 2021

Wai Koon, President and Chief

Executive Officer and Chief Financial Officer

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures