EvoAir Holdings Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm F-1 Balance Sheets as of August 31, 2020 and August 31, 2019 F-2 Statements of Operations for the years ended August 31, 2020 and August 31, 2019 F3 Statements of Changes in Stockholders’ Equity (deficit) for years ended August 31, 2020 and August 31, 2019. F-4 Statements of Cash Flows for the years ended August 31, 2020 and August 31, 2019 F-5 Notes to the Financial Statements F-6 7 | Page PLS CPA, A PROFESSIONAL CORP. t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111 t t TELEPHONE (858)722-5953 t FAX (858) 761-0341 t FAX (858) 764-5480 t E-MAIL changgpark@gmail.com t Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Unex Holdings, Inc., Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Unex Holdings, Inc (the “Company”) as of August 31, 2020 and 2019, the related statements of operations, changes in shareholders' deficit, and cash flows for the years then ended and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2020 and 2019, and the results of its operations and its cash flows for the years ended August 31, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America. Going Concern 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 generated any revenue and further losses are anticipated. The Company requires additional funds to meet its obligations and its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are 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 audits. 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 U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits 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 audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion. /s/PLS CPA ____________________ PLS CPA, A Professional Corp. We have served as the Company’s auditor since 2018. September 16, 2020 San Diego, CA. 92111 F1 8 | Page UNEX HOLDINGS INC. BALANCE SHEETS AUGUST 31, 2020 AUGUST 31, 2019 ASSETS Current Assets Cash $ 5,676 $ 15,740 Subscription receivable - 1,800 Total current assets 5,676 17,540 Non-Current assets Equipment net of depreciation 343 660 Total non-current assets 343 660 Total Assets $ 6,019 $ 18,200 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Loan from related parties $ 9,217 $ 9,217 Stock refund payable 1,950 - Accounts payable 233 - Total current liabilities 11,400 9,217 Total Liabilities 11,400 9,217 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 22,730 22,730 Accumulated Deficit (31,081) (16,717) Total Stockholders’ Equity (5,381) 8,983 Total Liabilities and Stockholders’ Equity $ 6,019 $ 18,200 The accompanying notes are an integral part of these audited financial statements. F-2 9 | Page UNEX HOLDINGS INC. STATEMENTS OF OPERATIONS Year ended August 31, 2020 Year ended August 31, 2019 Operating expenses General and administrative expenses $ 14,364 $ 15,703 Loss before provision for income taxes (14,364) (15,703) Provision for income taxes - - Net loss $ (14,364) $ (15,703) Loss per common share: Basic and Diluted $ (0.00) (0.01) Weighted Average Number of Common Shares Outstanding: Basic and Diluted 2,993,429 2,439,095 The accompanying notes are an integral part of these audited financial statements. F-3 10 | Page UNEX HOLDINGS INC. STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY FOR THE YEARS ENDED AUGUST 31, 2019 AND TO AUGUST 31, 2020 Number of Common Shares Amount Additional Paid-in-Capital Deficit accumulated Total Balances as of August 31, 2018 2,270,000 $ 2,270 $ 2,430 $ (1,014) $ 3,686 Shares issued at $0.03 700,000 700 20,300 - 20,300 Net loss - - - (15,703) (15,703) Balances as of August 31, 2019 2,970,000 2,970 22,730 (16,717) 8,983 Shares issued at $0.03 65,000 65 1,885 - 1,950 Shares canceled (65,000) (65) (1,885) - (1,950) Net loss - - - (14,364) (14,364) Balance as of August 31, 2020 2,970,000 $ 2,970 $ 22,730 $ (31,081) $ (5,381) The accompanying notes are an integral part of these audited financial statements. F-4 11 | Page UNEX HOLDINGS INC. STATEMENTS OF CASH FLOWS Year ended August 31, 2020 Year ended August 31, 2019 Cash flows from Operating Activities Net loss $ (14,364) $ (15,703) Amortization expenses 317 290 Subscription Receivable 1,800 (1,800) Accounts payable 233 - Net cash used in operating activities (12,014) (17,213) Cash flow from Investing Activities Purchase of equipment - (950) Net cash used by investing activities - (950) Cash flow from financing Activities Proceeds from sale of common stock 1,950 21,000 Proceeds of loan from shareholder - - Net cash provided financing activities 1,950 21,000 Net increase (decrease) in cash and equivalents (10,064) 2,837 Cash at beginning of the period 15,740 12,903 Cash at end of the period $ 5,676 $ 15,740 Supplemental cash flow information: Cash paid for: Interest $ - $ - Taxes $ - $ - S upplemental disclosure of non-cash investing and financing information: Repurchase of common stock for refund payable $ 1,950 $ - The accompanying notes are an integral part of these audited financial statements. F-5 12 | Page UNEX HOLDINGS INC. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED AUGUST 31, 2020 AND 2019 NOTE 1 – ORGANIZATION AND BUSINESS 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 the 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, 2020, 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 has accumulated loss from inception (February 17, 2017) to August 31, 2020 of $31,081. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. 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 financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Use of Estimates Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions. F-6 13 | Page Advertising Costs The Company’s policy regarding advertising is to expense advertising when incurred. The Company did not incur advertising expenses during the period ended August 31, 2020. Stock-Based Compensation As of AUGUST 31, 2020, the Company has not issued any stock-based payments to its employees. Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Property and Equipment Depreciation Policy 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. New Accounting Pronouncements There were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations, or cash flows. Start-Up Costs In accordance with ASC 824, “Start-up Costs”, the company expenses all costs incurred in connection with the start-up and organization of the company. 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 a historical cost basis, which approximates their fair values because of the short-term nature of these instruments. 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 nine 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. F-7 14 | Page NOTE 4 – FIXED ASSETS On September 24, 2018, the company purchased a computer for $950. For the years ended August 31, 2020 and 2019, the Company recognized $317 and $290 in depreciation expense, respectively. The Company depreciates this asset over a period of thirty-nine (36) months which has been deemed its useful life. 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 issued 65,000 common stock at $0.03 per share for the total proceeds of $1,950. For the year ended August 31, 2020, the Company canceled 65,000 of its common stock and accrued a stock refund payable of $1,950. As of August 31, 2020 and 2019, the Company had 2,970,000 and 2,970,000 shares issued and outstanding, respectively. 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 August 31, 2020, the Company’s sole officer and director loaned the Company $9,217 to pay for incorporation costs and operating expenses. The loan is non-interest bearing, due upon demand and unsecured. NOTE 7. INCOME TAXES On August 31, 2020, the Company had a net operating loss carryforward of $31,081, which begins to expire in the fiscal year ending August 31, 2020. Components of net deferred tax asset, including a valuation allowance, are as follows on August 31, 2020 and August 31, 2019: Deferred tax asset: AUGUST 31, 2020 AUGUST 31, 2019 Net operating loss carryforward $ 6,527 $ 3,510 Total deferred tax asset 6,527 3,510 Less: Valuation allowance (6,527) (3,510) Net deferred tax asset $ - $ - The valuation allowance for deferred tax assets as of August 31, 2020 was $6,527. In assessing the recovery of the deferred tax asset, management considers whether it is more likely than not that some or all of the deferred tax asset will not be realized. The realization of the deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not that our deferred tax asset will not be realized and recorded a 100% valuation allowance for the period. Reconciliation between statutory rate and the effective tax rate for the periods ending August 31, 2020 and 2019: AUGUST 31, 2020 AUGUST 31, 2019 Federal statutory rate (21.0) % (21.0) % State taxes, net of federal benefit (0.00) % (0.00) % Change in valuation allowance 21.0 % 21.0 % Effective tax rate 0.0 % 0.0 % NOTE 8. SUBSEQUENT EVENTS The Company has evaluated all events that occurred after the balance sheet date of August 31, 2020 through the date these financial statements were issued and determined that there were the following subsequent events. F-8 15 | Page ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.