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, 2020. 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, 2020. Such officer also confirmed that there was no change in our internal control over financial reporting during the year August 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. 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 Veniamin Minkov Ul. Sveti Kliment Ohridski 27, Apt. 8 Burgas, Bulgaria 8000 31 President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) 16 | Page Our Director Veniamin Minkov: Held his offices/positions since the inception of our Company 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. Veniamin Minkov has acted as our President, Treasurer, Secretary and Director since our incorporation on February 17, 2017 . Mr. Minkov graduated from Burgas Free University (Burgas, Bulgaria) in 2013 with a bachelor’s degree in marketing. Since graduation, he has been working as a sole proprietor in the beverage distribution business. Mr. Minkov has never been in default with the bank or government and does not have any pending litigations or claims. Mr. Minkov owns 68.72% of the outstanding shares of our common stock. As such, it was unilaterally decided that Mr. Minkov was going to be our President, Chief Executive Officer, Treasurer, Secretary, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors. This decision did not in any manner relate to Mr. Minkov’s previous employments. Mr. Minkov’s and 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. 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, 2019 and AUGUST 31, 2020: 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 ($) Total ($) Veniamin Minkov, President, Secretary and Treasurer September 1, 2018 to August 31, 2019 -0- -0- -0- -0- -0- -0- -0- -0- September 1, 2019 to August 31, 2020 -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, 2020, 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. 17 | Page ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information as of August 31, 2020 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 Veniamin Minkov Ul. Sveti Kliment Ohridski 27, Apt. 8 Burgas, Bulgaria 8000 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The Company issued a total of 2,000,000 shares of restricted common stock to Veniamin Minkov, our sole officer and director in consideration of $2,000. 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. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table presents the fees for professional audit services rendered by PLS CPA, a professional corporation (“PLS”) for the audit of the Company’s annual financial statements for the fiscal years ended August 31, 2020 and August 31, 2019 and fees billed for other services rendered by PLS 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, 2020 August 31, 2019 Audit fees (1) $ 10,000 $ 11,500 Audit-related fees - - Tax fees - - All other fees - - Total Fees $ 10,000 $ 11,500 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, 2020 and August 31, 2019, 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 18 | 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: September 16, 2020 By: /s/ Veniamin Minkov Veniamin Minkov, President and Chief Executive Officer and Chief Financial Officer 19 | Page