EvoAir Holdings Inc. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION FORWARD LOOKING STATEMENTS Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. GENERAL INFORMATION Unex Holdings Inc. was incorporated in the State of Nevada on February 17, 2017 and established the fiscal year end of August 31. We have no revenues, have minimal assets and have incurred losses since inception. We were formed to provide geodesy services, and we are still in the development stage. Upon completion of the Transactions (defined in Note 7), the Company will be principally involved in the sale of HVAC products. Our business office is located at 31-A2, Jalan 5/23A, 6 ½ Miles off Jalan Kepong, 52000 Kuala Lumpur, Malaysia. Our telephone number is +603 6243 3379. RESULTS OF OPERATIONS Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the issuance of equity or debt securities. Our total assets were zero as of November 30,2021 and August 31, 2021 respectively. The accrued expenses reported at $12,000 and $9,500 as of November 30, 2021 and August 31,2021 respectively. The accrued expenses mainly were independent auditor fees for financial year ended August 31, 2021 and financial period ended November 30, 2021. As of November 30, 2021 and August 31,2021 amounts due to a related party amounting $45,134 and $44,134 were advances from a company related to the Company’s majority stockholder, officer and director, Dr. Low to pay for operating expenses. Those expenses were professional fee, filling fee and audit fee. Stockholders’ deficit stood at $57,134 as of November 30, 2021, compared to $53,634 as of August 31, 2021. Three months ended November 30, 2021 compared to three months November, 2020. The Company did not generate revenue for the three months ended November 30, 2021 and three months ended November 30, 2020. The Company registered net loss of $3,500 for the three months ended November 30, 2021 compared to $5,773 for the three months ended November 30, 2020. 10 | Page Cash Flows used by Operating Activities Net cash flows used in operating activities for the three months ended November 30, 2021 and 2020 were zero and $5,927 respectively. Cash Flows used by Investing and Financing Activities There were no investing and financing activities during three months ended November 30, 2021 and 2020 PLAN OF OPERATION AND FUNDING With the injection of a the New Business contemplated under the Transaction (defined in Note 7), the New Management will implement the business plans for the HVAC business including expansion in product offerings, geographical expansion, generate revenue through expansion of revenue streams and customer base (retail, commercial and industrial as well as private label and licensing clientele), improvement of profitability by achieving economies of scale provide the opportunity for the Company to continue as a going concern. We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business. Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) working capital; (ii) research and development expenditure for new invention and improvement of existing product range; and (iii) marketing expenses; business expansion. We intend to finance these expenses with existing funding, internally generated funds, issuances of equity and debt securities. Additional issuances of equity or convertible debt securities will result in dilution to our current stockholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. OFF-BALANCE SHEET ARRANGEMENTS As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. 11 | Page GOING CONCERN The Company’s financial statements as of November 30, 2021, is prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company incurred net loss of $3,500 and $5,773 for three months ended November 30, 2021 and 2020, respectively. As of November 30, 2021 and August 31, 2021, the company recorded net current liability and deficit on total equity of 57,134 and $53,634, respectively and stockholders’ deficit of $57,134 and $53,634, respectively These conditions raise substantial doubt about the Company’s ability to continue as a going concern. With the injection of the New Business contemplated under the Transaction (defined in Note 7), the Management believes that the actions to be taken by the new Management to further implement the business plans for the New Business including expansion in product offerings, geographical expansion, generate revenue through expansion of revenue streams and customer base (retail, commercial and industrial as well as private label and licensing clientele), improvement of profitability by achieving economies of scale provide the opportunity for the Company to continue as a going concern. In addition, the Company is also working on raising additional funding to finance the operations as well as business expansion. Our ability to continue as a going concern is dependent upon our capability to further implement our business plan and generate revenues. 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. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.