10-Q
EvoAir Holdings Inc. (EVOH)
U.S.SECURITIES AND EXCHANGE COMMISSION**** Washington, D.C. 20549
FORM
10-Q
Mark
One
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Forthe quarterly period ended November 30, 2021
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ______ to _______
COMMISSION
FILE NO. 333-228161
UNEX
HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 98-1353613 | 8713 |
|---|---|---|
| (State<br> or Other Jurisdiction of | IRS<br> Employer | Primary<br> Standard Industrial |
| Incorporation<br> or Organization) | Identification<br> Number | Classification<br> Code Number |
Unex
Holdings Inc.
31-A2,Jalan 5/32A
6½ Miles off Jalan Kepong
52000Kuala Lumpur, Malaysia
Tel.
+603 6243 3379
(Addressand telephone number of registrant’s executive office)
Copies
to:
Lawrence
Venick, Esq. Loeb & Loeb LLP 2206-19 Jardine House 1 Connaught Place, Central Hong Kong SAR Tel: +852.3923.1111 Fax: +852.3923.1100
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. YES ☐ NO ☒
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Applicable
Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years:
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
Applicable
Only to Corporate ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
| Class | Outstanding as of January 13, 2022 |
|---|---|
| Common<br> Stock, $0.001 | 2,970,000 |
UNEX
HOLDINGS INC.
| Part<br> I | FINANCIAL INFORMATION | |
|---|---|---|
| Item<br> 1 | FINANCIAL STATEMENTS (UNAUDITED) | 3 |
| Item<br> 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 10 |
| Item<br> 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 12 |
| Item<br> 4 | CONTROLS AND PROCEDURES | 12 |
| PART<br> II | OTHER INFORMATION | |
| Item<br> 1 | LEGAL PROCEEDINGS | 13 |
| Item<br> 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 13 |
| Item<br> 3 | DEFAULTS UPON SENIOR SECURITIES | 13 |
| Item<br> 4 | MINE SAFETY DISCLOSURES | 13 |
| Item<br> 5 | OTHER INFORMATION | 13 |
| Item<br> 6 | EXHIBITS | 13 |
| SIGNATURES | 14 |
| 2 | Page |
| --- |
PART
I. FINANCIAL INFORMATION
ITEM
- FINANCIAL STATEMENTS (UNAUDITED)
UNEX
HOLDINGS INC.
UNAUDITED
CONDENSED BALANCE SHEETS
(InU.S.Dollars, except share data or otherwise stated)
AS
OF NOVEMBER 30, 2021 AND AUGUST 31, 2021
| August 31, 2021 | |||||
|---|---|---|---|---|---|
| (Audited) | |||||
| ASSETS | |||||
| Current Assets | |||||
| Cash | - | $ | - | ||
| Total Current Assets | - | - | |||
| Non- Current assets | |||||
| Total Non-Current Assets | - | - | |||
| Total Assets | - | $ | - | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current Liabilities | |||||
| Accrued expenses | 12,000 | 9,500 | |||
| Amount owing to Related Company | 45,134 | 44,134 | |||
| Total Current Liabilities | 57,134 | 53,634 | |||
| Total Liabilities | 57,134 | 53,634 | |||
| Stockholders’ Equity (Deficit) | |||||
| Common stock, 0.001<br> par value, 75,000,000<br> share authorized; 2,970,000<br> share issued and outstanding | 2,970 | 2,970 | |||
| Additional paid-in-capital | 36,022 | 36,022 | |||
| Accumulated deficit | (96,126 | ) | (92,626 | ) | |
| Total Stockholders’ Equity (Deficit) | (57,134 | ) | (53,634 | ) | |
| Total Liabilities and Stockholders’ Equity (Deficit) | - | $ | - |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
| 3 | Page |
| --- |
UNEX
HOLDINGS INC.
UNAUDITED
CONDENSED STATEMENTS OF OPERATIONS
(InU.S. Dollars, except share or otherwise stated)
FOR
THE THREE MONTHS ENDED NOVEMBER 30, 2021 AND 2020
| Three months ended | Three months ended | |||||
|---|---|---|---|---|---|---|
| November 30, 2021 | November 30, 2020 | |||||
| Operating expenses | ||||||
| General and administrative expenses | $ | 3,500 | $ | 5,773 | ||
| (Loss) before provision for the income taxes | (3,500 | ) | (5,773 | ) | ||
| Provision for income taxes | - | - | ||||
| Net (Loss) | $ | (3,500 | ) | $ | (5,773 | ) |
| Loss per common share: | - | |||||
| Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) |
| Weighted Average Number of common Share Outstanding : | ||||||
| Basic and Diluted | 2,970,000 | 2,970,000 |
The accompanying notes are an integral part of these unaudited condensed
financial statements.
| 4 | Page |
| --- |
UNEX
HOLDINGS INC.
UNAUDITED
CONDENSED STATEMENT OF CHANGES IN EQUITY (DEFICIT)
(InU.S. Dollars, except share data or otherwise stated)
FOR
THE MONTHS ENDED NOVEMBER 30, 2021 AND 2020
| Number of Common Shares | Amount | Additional Paid-in-Capital | Accumulated<br><br><br><br>Deficit | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of August 31, 2020 | 2,970,000 | $ | 2,970 | $ | 22,730 | $ | (31,081 | ) | $ | (5,381 | ) | |
| Net (loss) | - | - | (5,773 | ) | (5,773 | ) | ||||||
| Balance as of November 30, 2020 | 2,970,000 | 2,970 | 22,730 | (36,854 | ) | (11,154 | ) | |||||
| Balance as of August 31, 2021 | 2,970,000 | 2,970 | 36,022 | (92,626 | ) | (53,634 | ) | |||||
| Beginning balance, value | 2,970,000 | $ | 2,970 | $ | 36,022 | $ | (92,626 | ) | $ | (53,634 | ) | |
| Net (loss) | - | - | - | (3,500 | ) | (3,500 | ) | |||||
| Balance as of November 30, 2021 | 2,970,000 | $ | 2,970 | $ | 36,022 | $ | (96,126 | ) | $ | (57,134 | ) | |
| Ending balance, value | 2,970,000 | $ | 2,970 | $ | 36,022 | $ | (96,126 | ) | $ | (57,134 | ) |
The accompanying notes are an integral part of these unaudited condensed
financial statements.
| 5 | Page |
| --- |
UNEX
HOLDINGS INC.
UNAUDITED
CONDENSED STATEMENTS OF CASH FLOWS
(InU.S.Dollars, except share data or otherwise stated)
FOR
THE THREE MONTHS ENDED NOVEMBER 30, 2021 AND 2020
| Three months ended | Three months ended | |||||
|---|---|---|---|---|---|---|
| November 30, 2021 | November 30, 2020 | |||||
| Cash flows from operating activities | ||||||
| Net Loss | $ | (3,500 | ) | $ | (5,773 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation expenses | - | 79 | ||||
| Increase in amount due to related party | 3,500 | (233 | ) | |||
| Net cash used in operating activities | - | (5,927 | ) | |||
| Cash flow from investing activities: | - | - | ||||
| Cash flow from financing activities | ||||||
| Proceeds from sale of common stock | - | 750 | ||||
| Net cash provided financing activities | - | 750 | ||||
| Net decrease in cash and equivalents | - | (5,177 | ) | |||
| Cash at beginning of the period | - | 5,676 | ||||
| Cash at end of the period | $ | - | $ | 499 | ||
| Supplemental cash flow information: | ||||||
| Cash paid for : | ||||||
| Interest | $ | - | $ | - | ||
| Taxes | $ | - | $ | - | ||
| Supplemental disclosure of non-cash investing and financing information : | ||||||
| Repurchase of common stock for refund payable | $ | - | $ | 1,950 | ||
| Total | $ | - | $ | 1,950 |
The accompanying notes are an integral part of these unaudited condensed
financial statements.
| 6 | Page |
| --- |
UNEX
HOLDINGS INC.
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THREE MONTHS ENDED NOVEMBER 30, 2021 AND 2020
NOTE
1 – ORGANIZATION AND BUSINESS
UNEX HOLDINGS INC. (the “Company” or “Unex”) is a corporation established under the corporation laws in the State of Nevada on February 17, 2017. The Company has adopted August 31 fiscal year end.
The Company was 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 research and development, manufacturing sale and marketing of heating, ventilation and air conditioning (“HVAC”) products.
NOTE
2 – 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 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 a viable business into the Company (“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.
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basisof presentation
The accompanying unaudited condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited condensed results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the financial statements of the Company for the period ended August 31, 2021 and notes thereto contained in the Company’s Form 10-K.
Useof 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.
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| --- |
IncomeTaxes
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.
Propertyand 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.
Recentlyissued Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.
FairValue 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 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 three 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.
NOTE
4 – COMMON STOCK
On December 16, 2021, the
Company has increased
the authorized common stock from 75,000,000
shares with a par value of $0.001
per share to 1,000,000,000 shares with a par
value of $0.001 per share.
As
of November 30, 2021 and August 31, 2021, the Company had 2,970,000 shares issued and outstanding.
NOTE
5 – 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.
As
of November 30, 2021 and August 31, 2021, amount due to a related party amounting $45,134
and $44,134
respectively, which is mainly an advance from a company related to the Company’s major stockholder, officer and director, Dr. Low Wai Koon (“Dr. Low”) to pay for operating expenses. The amount is non-interest bearing, due upon demand and unsecured.
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NOTE
6 – CHANGE OF CONTROL
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 Dr. Low (the “Unex Agreement”), effective February 26, 2021 (the “Effective Time”), Veniamin Minkov, the then sole executive officer and director of the Company and the owner of 2,000,000
restricted shares of the Company’s common
stock representing 67.34%
of the Company’s issued and outstanding
common stock (“Unex Shares”), sold the Unex Shares to Dr. Low for an aggregate consideration of $340,000
,
or approximately $0.17
per share. In addition, certain stockholders
purchased 966,000
shares of the Company’s common stock in
a series of private transactions for $0.05176
a share from non-affiliates of the Company (the
“Non-Affiliate Shares”). Upon completion of the purchase of the Unex Shares, Dr. Low owned 2,000,000
shares, or approximately 67.34%
of the issued and outstanding common stock of
the Company, which resulted in a change of control of the Company. Upon completion of the Non-Affiliate Shares, certain stockholders owned 966,000
shares or approximately 32.53%
of the issued and outstanding common stock of
the Company. The balance 4,000 shares are held by public stockholders.
In connection with the Unex Agreement, on February 26, 2021, Veniamin Minkov resigned as the President, Treasurer, and Secretary of the Company and Chairman of the Board of the “Company. Mr. Minkov’s resignation as President, Treasurer, and Secretary of the Company and Chairman of the Board is effective immediately. Mr. Minkov’s resignation as a director will 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 Mr. 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.
In accordance with the terms of the Agreement, Veniamin Minkov warranted that on the Effective Date 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.
NOTE
7 - SUBSEQUENT EVENTS
In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to November 30, 2021 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements, except as follows:
On
December 20, 2021, the Company and Dr. Low entered into a share transfer agreement, dated December 20, 2021 (the “Evoair International Share Transfer Agreement”), pursuant to which Dr. Low agreed to sell all of his ordinary shares of EvoAir International Limited (“EvoAir International”) to the Company for the consideration of US$100 . EvoAir International, through its subsidiaries upon completion of the Transactions (defined hereunder), is engaged in the sale of heating, ventilation and air conditioning (“HVAC”) products in Asia. The closing of this transaction (the “Closing”) occurred on December 20, 2021 (the “Closing Date”).
Pursuant to the terms of a share transfer agreement dated December 20, 2021, Dr. Low, the then sole executive officer and director of
the Company and the owner of 2,000,000
restricted shares of the Company’s ordinary
shares representing approximately 67.34%
of the Company’s then issued and outstanding
shares, sold his entire shareholding of the Company to WKL Global Limited (“WKL Global”) for an aggregate consideration of $100
.
The board of directors and majority shareholders of the Company and WKL Global have approved the Share Transfer Agreement and the transactions contemplated thereunder (the “Change of Control Transaction”). Upon completion of the Transaction, WKL Global Limited owned 2,000,000
shares, or approximately 67.34%
of the then issued and outstanding ordinary shares of the Company, which resulted in a change of control of the Company.
Subsequently,
several transactions took place (together, the “Transactions”) whereby the Company issued and allotted in aggregate 98,809,323 ordinary shares of common stock to certain parties. On completion of the Transactions, the total number of issued and outstanding shares of common stock of the Company were 101,779,323:
| (A) | On December 20, 2021, Dr. Low and Chan Kok Wei entered into a share<br> transfer agreement with WKL Eco Earth Holdings Pte. Ltd (“WKL Eco Earth Holdings”), pursuant to which Dr. Low and Chan<br> Kok Wei agreed to sell all their ordinary shares of WKL Green Energy Sdn. Bhd (“WKL Green Energy”) to WKL Eco Earth Holdings<br> in consideration for the allotment and issuance to WKL Global Limited and Allegro Investment (BVI) Limited of 24,000 shares and 6,000<br> shares of common stock, respectively, or approximately 0.02% and 0.01% of the enlarged issued and outstanding ordinary shares of<br> the Company upon completion of the Transactions (“Enlarged Share Capital”), respectively. The board of directors and<br> majority shareholders of the Company have approved the transaction. |
|---|---|
| (B) | On December 20, 2021, Dr. Low, Chan Kok Wei, Ong Bee Chen and certain<br> sellers (“WKLEE Sellers”) entered into a share transfer agreement with WKL Eco Earth Holdings, pursuant to which Dr.<br> Low, Chan Kok Wei, Ong Bee Chen and WKLEE Sellers agreed to sell all their ordinary shares of WKL Eco Earth Sdn. Bhd. (“WKL<br> Eco Earth”) to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global Limited, Allegro Investment<br> (BVI) Limited and WKLEE Sellers of 49,320 shares, 8,280 shares and in aggregate 14,400 shares, respectively, of the common stock<br> of the Company, or approximately 0.05%, 0.009% and in aggregate 0.014%, respectively, of the Enlarged Share Capital. The board of<br> directors and majority shareholders of the Company have approved the transaction. |
| (C) | On December 20, 2021, Tan Soon Hock, Ivan Oh Joon Wern and certain<br> relevant interest holders (“Relevant Interest Holders”) entered into an investment exchange agreement with WKL Eco Earth<br> Holdings, pursuant to which Tan Soon Hock, Ivan Oh Joon Wern and the Relevant Interest Holders agreed to sell all relevant interests<br> in the WKL Group to WKL Eco Earth Holdings in consideration for the allotment and issuance of 7,037,762 shares, 2,520,000 shares<br> and in aggregate 6,001,794 shares, respectively, of the common stock of the Company, or approximately 6.91%, 2.48% and in aggregate<br> 5.90%, respectively, of the Enlarged Share Capital. The board of directors and majority shareholders of the Company have approved<br> the transaction. |
| (D) | On December 20, 2021, Dr. Low entered into two deed of assignments<br> of intellectual properties with WKL Eco Earth Holdings Pte. Ltd., in respect of Dr. Low’s patents relating to eco-friendly<br> air-conditioner condenser (external unit) and the trademarks described in the deed of assignment thereunder, and in respect of Dr.<br> Low’s patents relating to the portable air-conditioner e-Cond EVO^TM^ and the trademarks as described in the deed<br> of assignments thereunder (together, the “IP Assignments”). Pursuant to the IP Assignments, WKL Global Limited, Allegro<br> Investment (BVI) Limited and certain nominees shall be allotted and issued 63,362,756 shares, 14,297,259 shares and in aggregate<br> 5,487,752 shares, respectively of the Company’s common stock or approximately 62.25%, 14.05% and in aggregate 5.39%, respectively<br> of the Enlarged Share Capital in consideration for the IP Assignments. The board of directors and majority shareholders of the Company<br> have approved the IP Assignments. |
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ITEM
- 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.
Threemonths 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.
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CashFlows 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.
CashFlows 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.
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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
- 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.
ITEM
- CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the three-month period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 12 | Page |
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PART
II. OTHER INFORMATION
ITEM
- LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM
- UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Management is not aware of any unregistered sales of equity securities and use of proceeds.
ITEM
- DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued and outstanding during the three-month period ended November 30, 2021.
ITEM
- MINE SAFETY DISCLOSURES
Not applicable to our Company.
ITEM
- OTHER INFORMATION
None.
ITEM
- EXHIBITS
Exhibits:
*Previously filed
| 13 | Page |
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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<br> HOLDINGS INC. | ||
|---|---|---|
| Dated:<br> January 18, 2022 | By: | /s/ Low Wai Koon |
| Low<br> Wai Koon<br><br> <br>President<br> and Chief Executive Officer | ||
| Dated:<br> January 18, 2022 | By: | /s/ Ong Bee Chen |
| Ong<br> Bee Chen<br><br> <br>Chief<br> Financial Officer |
| 14 | Page |
| --- |
Exhibit 31.1
Certification of Chief Executive Officer pursuant to Securities Exchange
Act of 1934 Rule 13a-14(a) or 15d-14(a).
I, Low Wai Koon, certify that:
I have reviewed this Quarterly Report on Form 10-Q of UNEX HOLDINGS INC.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| January 18, 2022 | By: | /s/ Low Wai Koon |
|---|---|---|
| Name: | Low Wai Koon | |
| Title: | President and Chief Executive Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of UNEX HOLDINGS INC. (the “Company”) on Form 10-Q for the quarter ended November 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ong Bee Chen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| January 18, 2022 | By: | /s/ Ong Bee Chen |
|---|---|---|
| Name: | Ong Bee Chen | |
| Title: | Chief Financial Officer |