EvoAir Holdings Inc. 10-K

ITEM 9A. 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 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. 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, 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. 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, 2021. Such 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. ITEM 9B. OTHER INFORMATION None. 8 | Page PART III ITEM 10. 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 Age Position Low Wai Koon No 2, Jalan Rimba Riang 9/9, Seksyen 9, Kota Damansara 47810 Petaling Jaya, Selangor, Malaysia 51 President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) Our Director Low Wai Koon: Held 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. Low Wai Koon has acted as our President, Treasurer, Secretary and Director since February 26, 2021 . Dr. Low, 50, is the founder of WKL Eco Earth Sdn Bhd. (“WKL”). Dr. 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. Dr. Low obtained an Honorary Doctorate in Robotics Engineering Science and is a Honorary Fellow of the International Society of Professional Engineers, USA. Dr. Low has never been in default with the bank or government and does not have any pending litigations or claims. Dr. 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. Veniamin 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. Dr. 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. 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. 9 | Page ITEM 11. 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, 2020 and AUGUST 31, 2021: Summary Compensation Table Name and Principal Position Period Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) All Other Compensation ($) Total ($) Low Wai Koon, President, Secretary and Treasurer September 1, 2019 to August 31, 2020 -0- -0- -0- -0- -0- -0- -0- -0- September 1, 2020 to August 31, 2021 -0- -0- -0- -0- -0- -0- -0- -0- 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, 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. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The 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. Title of Class Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of class Common Stock Low Wai Koon No 2, Jalan Rimba Riang 9/9, Seksyen 9, Kota Damansara 47810 Petaling Jaya, Selangor, Malaysia 2,000,000 shares of common stock (direct) 67.34% The percent of class is based on 2,970,000 shares of common stock issued and outstanding as of August 31, 2020. 10 | Page ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 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 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. 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 refund payable of $1,950 amounting to $13,292 were written off against additional paid- in capital. In 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. 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. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The 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 August 31, 2020 Audit fees (1) $ 20,000 $ 10,000 Audit-related fees - - Tax fees - - All other fees - - Total Fees $ 20,000 $ 10,000 Notes: (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. 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 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. ITEM 15. EXHIBITS The following exhibits are filed as part of this Annual Report. 31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) 32.1 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 11 | Page SIGNATURES 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. Dated: November 29, 2021 By: /s/ Low Wai Koon Low Wai Koon, President and Chief Executive Officer and Chief Financial Officer 12 | Page