EvoAir Holdings Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA UNEX HOLDINGS INC. FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED AUGUST 31, 2021 AND AUGUST 31, 2020 7 | Page UNEX HOLDINGS INC. FOR THE FISCAL YEARS ENDED AUGUST 31, 2021 AND AUGUST 31, 2020 TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm F-2 Financial Statements Balance Sheets as of August 31, 2021 and August 31, 2020 F-3 Statements of Operations for the years ended August 31, 2021 and August 31, 2020 F-4 Statements of Changes in Stockholders’ Deficit for the years ended August 31, 2021 and August 31, 2020 F-5 Statements of Cash Flows for the years ended August 31, 2021 and August 31, 2020 F-6 Notes to the Financial Statements F-7 - F-11 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of UNEX HOLDINGS INC.: Opinion on the Financial Statements We have audited the accompanying balance sheets of Unex Holdings Inc. (“the Company”) as of August 31, 2021 and August 31, 2020, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial positions of the Company as of August 31, 2021 and August 31, 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. Going concern uncertainty The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not yet established an ongoing source of revenue sufficient to cover its operating expenses and allow it to continue as a going concern. The Company has accumulated loss since inception which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Emphasis of Matter The Company has significant transactions with related parties, which are described in Note 6 to the financial statements. Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis, as the requisite conditions of competitive, free market dealings may not exist. /s/ Audit Alliance LLP We have served as the Company’s auditor since 2021. Singapore November 29, 2021 F- 2 UNEX HOLDING INC. BALANCE SHEETS August 31, 2021 August 31, 2020 ASSETS Current Assets Cash $ - $ 5,676 Total Current Assets - 5,676 Non-Current assets Equipment, Net - 343 Total Non-Current Assets - 343 Total Assets $ - $ 6,019 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Stock payable - 1,950 Accrued expenses 9,500 - Amount due to related parties 44,134 9,450 Total Current Liabilities 53,634 11,400 Total Liabilities $ 53,634 $ 11,400 Stockholders’ Equity Common stock, $0.001 par value, 75,000,000 shares authorized; 2,970,000 shares issued and outstanding 2,970 2,970 Additional Paid-In-Capital 36,022 22,730 Accumulated Deficit (92,626 ) (31,081 ) Total Stockholders’ Deficit (53,634 ) (5,381 ) Total Liabilities and Stockholders’ Equity $ - $ 6,019 The accompanying notes are an integral part of these audited financial statements F- 3 UNEX HOLDING INC. Statements of Operations Year Ended August 31, 2021 2020 Sales $ - $ - Cost of goods sold - - Gross margin - - Operating expenses General and administrative expenses 61,545 14,364 Total operating expenses 61,545 14,364 Loss from continuing operations before income taxes (61,545 ) (14,364 ) Provision for income taxes - - Net loss (61,545 ) (14,364 ) Basic and diluted loss per common share $ (0.02 ) $ (0.00 ) Weighted-average number of common shares outstanding: Basic and diluted 2,970,000 3,001,962 The accompanying footnotes are an integral part of these financial statements. F- 4 UNEX HOLDING INC. STATEMENTS OF SHAREHOLDERS’ DEFICIT Common Stock Additional Total Number of Shares Amount Paid in Capital Subscription Receivable Accumulated Deficit Stockholder’s Deficit Balance at September 1, 2019 2,970,000 $ 2,970 $ 22,730 (1,800 ) $ (16,717 ) $ 7,183 Shares issued at $0.03 65,000 65 1,885 - - 1,950 Shares cancelled (65,000 ) (65 ) (1,885 ) - - (1,950 ) Cash received from common stock subscriptions - - - 1,800 1,800 Net loss - - - - (14,364 ) (14,364 ) Balance at August 31, 2020 2,970,000 $ 2,970 $ 22,730 - $ (31,081 ) $ (5,381 ) Debt forgiveness - - 13,292 - - 13,292 Net loss - - - - (61,545 ) (61,545 ) Balance at August 31, 2021 2,970,000 $ 2,970 $ 36,022 - $ (92,626 ) $ (53,634 ) The accompanying footnotes are an integral part of these financial statements. F- 5 UNEX HOLDING INC. STATEMENTS OF CASH FLOWS Year ended August 31, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (61,545 ) (14,364 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and asset written off 343 317 Changes in operating assets and liabilities: Accrued expense 9,500 - Stock payable (1,950 ) 1,950 Account payable - 233 Net cash used in Operating Activities (53,652 ) (11,864 ) CASH FLOWS FROM FINANCING ACTIVITIES Cash proceeds from stock subscriptions - 1,800 Advances from a related party 47,976 - Net cash provided by Financing Activities 47,976 1,800 Net changes in cash and cash equivalents (5,676 ) (10,064 ) Cash and cash equivalents, beginning of year 5,676 15,740 Cash and cash equivalents, end of year $ - 5,676 Supplemental Cash Flow Disclosures Cash paid for interest $ - - Cash paid for income taxes $ - - Non-Cash Investing and Financing Activity: Debt forgiveness $ 13,292 - The accompanying footnotes are an integral part of these consolidated financial statements. F- 6 UNEX HOLDING INC. NOTES TO FINANCIAL STATEMENTS Note 1 – organization and business operations UNEX HOLDINGS INC. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on February 17, 2017. The Company has adopted an August 31 fiscal year end. The Company is a development stage company and intends to provide geodesy services. NOTE 2 – GOING CONCERN The Company’s financial statements as of August 31, 2021, are prepared using generally accepted accounting principles in the United States of America applicable as a going concern, which contemplates the realization of assets and liquidation of liabilities in the ordinary course of business. The Company has yet to establish an ongoing source of revenue to finance its operating expenses and to continue operating as a going concern. The Company has accumulated loss from inception (February 17, 2017) to August 31, 2021 of $92,626. These factors raised substantial doubt about the ability of the Company to continue operating as a going concern for a reasonable period of time. In order to continue operating as a going concern, the Company is committed to work on procuring financial resources and develop business plans. The Management plans to procure financial resources from the Management and major shareholders to fund operating expenses as well as seeking third party equity and/or debt financing to implement its business plans. However, the Management is not able to provide any assurances that the Company will successfully executing the plans in the near term. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statements as of August 31, 2021 and August 31, 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position at such date and the operating results and cash flows for such periods. Operating results for the twelve months ended August 31, 2021 are not necessarily indicative of the results that may be expected for any subsequent interim period or for the next entire year. The Company has adopted an August 31 fiscal year-end. Use of Estimates The preparation of the audited financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and disclosure of contingent liabilities at the date of the financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from the estimates that may cause the Company’s future results to be affected. Cash and Cash Equivalents The Company considers all highly liquid short-term instruments that are purchased with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of August 31, 2021. F- 7 Property and Equipment Property and equipment are stated at cost and depreciated on the straight-line method over the estimated life of the asset, which is 3 years. Stock Subscriptions Receivable Stock subscriptions are recorded as contra-equity on the day the subscription agreement is signed and accepted by the Company. All stock subscribed as of the date of these financial statements has been fully paid. Net Loss per Common Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions will be highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. F- 8 ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis. Recent Accounting Pronouncements Except for rules and interpretive releases of the SEC under the authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The amendment will be effective for public companies with fiscal years beginning after December 15, 2020; early adoption is permitted. The Company is evaluating the impact of this amendment on its financial statements. In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its financial statements. NOTE 4 – FIXED ASSETS On September 24, 2018, the Company purchased a computer for $950. For the years ended August 31, 2021 and 2020, the Company recognized $158 and $317 in depreciation expense, respectively. The Company depreciates this asset over a period of thirty-six (36) months which has been deemed its useful life. On February 28, 2021, the Company wrote off the computer based on the terms of the Agreement (defined hereunder) disclosed in Note 7 wherein 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. Note 5 - Stockholders’ Equity The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share. For the year ended August 31, 2020, the Company cancelled 65,000 of its common stock and accrued a stock payable of $1,950. The Company wrote-off stock payable of $1,950 based on the terms of the Agreement disclosed in Note 7 wherein Veniamin Minkov warranted that on the Effective Date 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. As of August 31, 2021 and 2020, the Company had 2,970,000 shares and 2,970,000 shares issued and outstanding, respectively. F- 9 NOTE 6 – RELATED PARTY TRANSACTIONS In 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. Since February 17, 2017 (Inception) through February 28, 2021, the Company’s sole officer and director loaned the Company $11,567 to pay for incorporation costs and operating expenses. The loan is unsecured, non-interest bearing and repayable on demand. Veniamin Minkov, confirmed to the Board of Directors (“Board”) of the Company to forgive the loan extended by him to the Company amounting to $11,567. The Company wrote off cash balance of $40 and carrying amount of a fixed asset of $185 against a loan from related party of $11,567. The balance of the loan from related party and stock payable of $1,950 amounting to $13,292 were written off against additional paid-in capital. In addition, based on the terms of the Agreement disclosed in Note 7 wherein Veniamin Minkov warranted that on the Effective Date 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. During the 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. NOTE 7 – CHANGE OF CONTROL 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”), effective February 26, 2021 (the “Effective Time”), Veniamin Minkov, the then sole executive officer and director of the Company and the owner of 2,000,000 restricted shares of the Company’s common stock representing 67.34% of the Company’s issued and outstanding common stock (“Unex Shares”), sold the Unex Shares to Low Wai Koon for an aggregate consideration of $340,000, or approximately $0.17 per share. In addition, certain stockholders purchased 966,000 shares of the Company’s common stock in a series of private transactions for $0.05176 a share from non-affiliates of the Company (the “Non-Affiliate Shares”). Upon completion of the purchase of the Unex Shares, Low Wai Koon owned 2,000,000 shares, or approximately 67.34% of the issued and outstanding common stock of the Company, which resulted in a change of control of the Company. Upon completion of the Non-Affiliate Shares, certain stockholders owned 966,000 shares or approximately 32.53% of the issued and outstanding common stock of the Company. In connection with the Agreement, on February 26, 2021, Veniamin Minkov resigned as the President, Treasurer, and Secretary of the Company and Chairman of the Board of the “Company. Mr. Minkov’s resignation as President, Treasurer, and Secretary of the Company and Chairman of the Board was effective immediately. Mr. Minkov’s resignation as a director became effective on March 4, 2021. Prior to Mr. Minkov’s resignation, he appointed Low Wai Koon as the Company’s director and Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, of the Company. In accordance with the terms of the Agreement, Veniamin Minkov warranted that on the Effective Date 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. NOTE 8. INCOME TAXES The Company has no tax provision for any period presented due to our history of operating losses. In the event an ownership change, Section 382 imposes an annual limitation on the amount of taxable income we may offset with U.S. NOLs. This annual limitation is generally equal to the product of the value of our shares on the date of the ownership change multiplied by the long-term tax-exempt rate in effect on the date of the ownership change. The long-term tax-exempt rate is published monthly by the Internal Revenue Service. Any unused Section 382 annual limitation may be carried over to later years until the applicable expiration date for the respective U.S. NOLs. F- 10 As of August 31, 2021, the Company had estimated net operating loss carryforwards of approximately $0.1 million. The ownership change (refer to Note 7), as defined under Section 382, our ability to utilize our U.S. NOLs would become substantially limited. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as management has determined that their realization is not likely to occur and accordingly, the Company has recorded a valuation allowance for the full value of the deferred tax asset relating to these tax losses carry forwards. Additionally, the Company has not filed tax returns; accordingly the potential realizability of this loss in future periods is indeterminable. NOTE 9. SUBSEQUENT EVENTS In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to August 31, 2021 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. F- 11 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.