What changed in this filing

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Item 9A. Controls and Procedures

2022-12-14 compared with 2021-11-29 · 246 added, 104 removed, 58 unchanged (86% of the section changed)

2 unchanged sentences

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.

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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.

1 unchanged sentence

of our disclosure controls and procedures as of August 31, 2022.

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

2 unchanged sentences

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.

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.

connection with the assessment described above, management identified the following control deficiencies that represent material

weaknesses at August 31, 2022:

to our limited resources, we do not have enough accounting personnel with extensive experience in maintaining books and records and

preparing financial statements in accordance with US GAAP which could lead to untimely identification and resolution of accounting

matters inherent in our financial transactions in accordance with US GAAP.

Company has insufficient written policies and procedures for accounting and financial reporting, which led to inadequate financial

statement closing process.

Company has a lack of segregation of duties, a lack of audit committee or independent governance/oversight.

management also confirmed that there was no change in our internal control over financial reporting during the year August 31, 2022

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

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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.

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.

DIRECTORS, EXECUTIVE OFFICERS

AND CORPORATE GOVERNANCE

executive officer’s and director’s and their respective ages as of the date hereof are as follows:

Director/ Chairman/ Chief Executive Officer

Director/ Group Managing Director

Director/ Chief Financial Officer

Non-Executive Director

Non-Executive

Low , aged 52, is the founder and Chief Executive Officer of the EvoAir Group since 2017, where heads the research and development team

of EvoAir Group, provides leadership and builds consensus, in conjunction with the Group Managing Director and oversees the day the day-to-day

operations of the Group.

Prior to joining the EvoAir Group, Dr.

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

He founded Proficient Auto Sdn Bhd, a chain auto service centre in Malaysia, in 2001 and acted as an executive director from 2001 to

2013 where he was in charge of day to day operation.

Dr Low was the founder and Executive Director of LWK Automotive Green Technologies

Sdn Bhd from 2011 to 2017 overseeing day to day operation, as well as designing producing various products focusing on green technologies,

including the Hydraulic Powered Drive System (“HPDS”), a fully waterproof transmission technology that incorporates a normal

combustion engine with a hydraulic system, with the objective to produce an environmentally friendly system that enables conventional

engines and generators to run more efficiently;

and multi-purpose rescue vehicle (“MRV”), a unique vehicle built upon the

HPDS green technology for the disaster relief sector.

Low is also the author of ‘The Light’, a book focusing

on creating awareness of environmental protection by mankind as a green activist.

He was conferred a Degree of Doctor of Philosophy (Honoris

Causa) with a major in Robotics Engineering Science from the American World University in 2009 and is an Honorary Fellow of the International

Society of Professional Engineers, USA, since 2010.

Chan , aged 48, is an executive director of the Group.

Chan is a Co-founder and Group Managing Director of EvoAir Group since 2017.

He is responsible for the general management, planning of overall strategy and day-to-day operations of the Group, development of the

Group’s overall strategic plan, capital markets activities and corporate development initiatives.

Chan has had 22 years of

experience in general management, capital markets, wealth management, investment banking, corporate advisory, corporate development and

investors relations experience in Asia.

He is a Co-founder and Managing Director of Allegro Corporate Advisory Pte Ltd (“Allegro”)

since 2015, an independent strategic and corporate advisory firm based in Singapore.

Allegro provides advisory services relating to initial

public offerings (“IPOs”), mergers and acquisitions (“M&A”), business and trade sales, strategic corporate

transactions, and capital raising, which focuses on Southeast Asia and China.

Chan was the Director of Corporate Development of ZingMobile

Group Limited (“ZingMobile”) from 2012 to 2017, an Australian Securities Exchange (“ASX”)-listed mobile platform

enabler responsible for the group’s corporate finance, business and corporate development as well as investors relation and stakeholder

Chan was also a director of ZingMobile’s holding company, ZingMobile International Pte Ltd.

Prior to joining ZingMobile

group, he was a Vice President at BNP Paribas Wealth Management, Singapore from 2010 to 2012, and Vice President of CIMB Investment Bank,

Malaysia from 2005 to 2010, providing wealth management solutions to high net worth individuals.

Chan has listed company transaction experience including spearheading the IPO of Oilfield Workforce Group Ltd (“Oilfield”)

on ASX in 2013;

reverse takeover exercise of ZingMobile involving Pixie Entertainment Group Pte Ltd in 2015.

Chan and his partner

were credited for unlocking the shareholders’ value of the then ASX-listed company, Oilfield by restructuring the group through

injecting a healthy business, Jack-In-Pile (M) Sdn Bhd, a Malaysian-based piling company and divesting the ailing oil and gas business.

He was the Independent Non-Executive Director, Chairman of Audit Committee and Nomination Committee of Oilfield.

Chan received a Master in Business Administration (Finance) from the Charles Sturt University, Australia in April 2003 and a Bachelor

of Economics from The Australian National University, Australia in April 2000.

Ong , aged 46, is an Executive Director and Group Chief Financial Officer of the Group.

Ong was a co-founding team member of EvoAir Group since 2017.

She is responsible for the planning, implementation, managing accounting and finance activities of EvoAir Group, including

business planning, budgeting, forecasting and cashflow management, working alongside with Chief Executive Officer and Group Managing

Director in formulating corporate strategies for the Group as well as spearheading the corporate exercises undertaken by the Group.

Ong has 22 years of experience in general management, corporate finance, private equity, investment management, strategic and advisory,

internal audit in Singapore and Malaysia.

She is the co-founder and Executive Director of Allegro since 2015, an independent strategic

and corporate advisory firm based in Singapore.

Allegro provides advisory services relating to IPO, M&A, business and trade sales,

strategic corporate transactions, and capital raising, which focuses on Southeast Asia and China.

Ong was an Associate Director of

a Singapore-based private equity firm, where she was responsible for managing private equity investments (including origination, structuring,

execution and divestments) in Emerging East Asia with China centric, which includes formulating value creation plans and bringing investee

companies for listing and trade sale as part of exit strategies.

During her tenure with investment banks and corporate and strategic

advisory firms, she was widely involved in corporate finance transactions including cross-border mergers and acquisitions, reverse takeovers,

initial public offerings and equity capital market transactions on ASX, Bursa Malaysia Securities Berhad and Stock Exchange of Hong Kong

Ms Ong and her partner were credited for unlocking the shareholders’ value of an ASX-listed company, Oilfield by restructuring

the group through injecting a healthy business, Jack-In-Pile (M) Sdn Bhd, a Malaysian-based piling company and divesting the ailing oil

and gas business.

Ong graduated from The Australian National University with Bachelor of Commerce majoring in Accounting, Finance and sub-majoring in Economics

in April 2000 and obtained Certified Practising Accountant status with CPA Australia since 2004.

Goh, aged 37, is an independent non-executive director of the Group.

He has also served as the Technology Advisor for the EvoAir Group

Goh had over 10 years’ experience in engineering and teaching.

Goh is an assistant professor at the Universiti

Tunku Abdul Rahman, Kampar since September 2017.

From July 2014 to May 2016, Dr.

Goh taught as a Graduate Assistance at the Universiti

Teknologi Petronas.

From April 2014 to July 2014, Dr, Goh taught as a Physics Teacher at Tenby International School.

From March 2013

to April 2014, Dr.

Goh worked as a Senior Process Engineer at Finisar Berhad.

From January 2010 to March 2013, Dr.

Goh worked as an equipment

engineer at Unisem (M) Berhad.

From July 2009 to January 2010, Dr.

Goh worked as a product engineer at Carsem (M) Berhad.

both his doctorate degrees of Doctorate of Philosophy in Electronic and Electrical Engineering from the University of Technology Petronas,

Tronoh, Perak and Doctorate Philosophy in Electronic and Image Engineering from the University of Burgundy, Dijon, France in August 2017.

Goh obtained his Master of Business Administration from the Universiti Utara Malaysia, Sintok in March 2016.

Goh obtained his

Master of Science in Electronic System (Honors Engineering from the University of Technology Petronas, Tronoh, Perak in May 2014.

Goh obtained his Bachelor of Engineering (Hons) Mechanical from the University of Industry Selangor, Batang Berjuntai, Selangor in August

Tan , aged 55, is a Non-Executive Director of the Group.

Mr Tan has had 25 years of experience in general management, business development,

sales and marketing Mr.

Tan is a director of Epic Ingredients Sdn Bhd.

Since October 1998, where he is responsible for providing oversight

to the board.

Mr Tan’s role is to provide a creative contribution to the board by providing independent oversight and constructive

challenge to the executive directors.

Prior to acting as director to Epic Ingredients Sdn Bhd, Mr.

Tan holds a Bachelor of Chemistry

(Honours) from the University of Malaysia.

Oh, aged 29, is a Non-Executive Director of EvoAir Group.

Oh had over 10 years of experience in business development,

finance and sales.

Since September 2016, Mr.

Oh has been the deputy chief financial officer of Tone Group International Sdn Bhd, a

telecommunications company in Malaysia.

Oh is a Marketing Manager of Bread Buddy PLT, a bakery located in Malaysia since

February 2020.

From March 2011 to August 2011, Mr.

Oh was a sales executive at Apple Inc.

Oh obtained a Bachelor of

International Business and Entrepreneurship from the University of Essex with Honours Class II (Division 1), United Kingdom in

Nominating and Compensation Committees

do not currently have an audit, nominating or compensation committee or committees performing similar functions.

The Board of Directors

as a whole performs such duties.

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

EXECUTIVE COMPENSATION

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:

following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for FYE 2022 and 2021:

Compensation Table

Period Ended August 31,

Incentive Plan

Wai Koon, President, Secretary and Treasurer

1, 2019 to August 31, 2020

September 1, 2020

to August 31, 2021

Change in pension value and nonqualified deferred compensation earnings

Goh Chuan Meng

Tan Soon Hock

Ivan Oh Joon Wern

Period Ended August 31

Incentive Plan

Change in pension value and nonqualified deferred compensation earnings

Goh Chuan Meng

Tan Soon Hock

Ivan Oh Joon Wern

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

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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

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.

Compensation Philosophy

Board of Directors determines the compensation given to our executive officers in their sole determination.

Our Board of Directors reserves

the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services

rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s

This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance

of our executives with our long-term business strategies.

Additionally, while our Board of Directors has not granted any performance

base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination

believes such grants would be in the best interests of the Company.

Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the

Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and

growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability

of such executives.

Stock Based Compensation

order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award

our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of

Directors, which we do not currently have any immediate plans to award.

of December 8, 2022, besides regulatory Central Provident Fund payments for Singapore employees and regulatory employee Provident

Fund Payments for Malaysia employees, 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

following table sets forth information as of December 8, 2022 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 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)

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

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

and Nature of Beneficial Ownership

WKL Global Limited

Ritter House, Wickhams Cay II, PO Box 3170,

Road Town, Tortola VG1110,

Allegro Investment (BVI) Limited

Ritter House, Wickhams Cay II, PO Box 3170,

Road Town, Tortola VG1110,

Executive Officers, Directors

64,571,803 (1)