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
Basis
of 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.
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.
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.
Recently
issued 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.
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 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.
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:
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(A)
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On December 20, 2021, Dr. Low and Chan Kok Wei entered into a share
transfer agreement with WKL Eco Earth Holdings Pte. Ltd (“WKL Eco Earth Holdings”), pursuant to which Dr. Low and Chan
Kok Wei agreed to sell all their ordinary shares of WKL Green Energy Sdn. Bhd (“WKL Green Energy”) to WKL Eco Earth Holdings
in consideration for the allotment and issuance to WKL Global Limited and Allegro Investment (BVI) Limited of 24,000 shares and 6,000
shares of common stock, respectively, or approximately 0.02% and 0.01% of the enlarged issued and outstanding ordinary shares of
the Company upon completion of the Transactions (“Enlarged Share Capital”), respectively. The board of directors and
majority shareholders of the Company have approved the transaction.
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(B)
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On December 20, 2021, Dr. Low, Chan Kok Wei, Ong Bee Chen and certain
sellers (“WKLEE Sellers”) entered into a share transfer agreement with WKL Eco Earth Holdings, pursuant to which Dr.
Low, Chan Kok Wei, Ong Bee Chen and WKLEE Sellers agreed to sell all their ordinary shares of WKL Eco Earth Sdn. Bhd. (“WKL
Eco Earth”) to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global Limited, Allegro Investment
(BVI) Limited and WKLEE Sellers of 49,320 shares, 8,280 shares and in aggregate 14,400 shares, respectively, of the common stock
of the Company, or approximately 0.05%, 0.009% and in aggregate 0.014%, respectively, of the Enlarged Share Capital. The board of
directors and majority shareholders of the Company have approved the transaction.
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(C)
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On December 20, 2021, Tan Soon Hock, Ivan Oh Joon Wern and certain
relevant interest holders (“Relevant Interest Holders”) entered into an investment exchange agreement with WKL Eco Earth
Holdings, pursuant to which Tan Soon Hock, Ivan Oh Joon Wern and the Relevant Interest Holders agreed to sell all relevant interests
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
and in aggregate 6,001,794 shares, respectively, of the common stock of the Company, or approximately 6.91%, 2.48% and in aggregate
5.90%, respectively, of the Enlarged Share Capital. The board of directors and majority shareholders of the Company have approved
the transaction.
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(D)
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On December 20, 2021, Dr. Low entered into two deed of assignments
of intellectual properties with WKL Eco Earth Holdings Pte. Ltd., in respect of Dr. Low’s patents relating to eco-friendly
air-conditioner condenser (external unit) and the trademarks described in the deed of assignment thereunder, and in respect of Dr.
Low’s patents relating to the portable air-conditioner e-Cond EVOTM and the trademarks as described in the deed
of assignments thereunder (together, the “IP Assignments”). Pursuant to the IP Assignments, WKL Global Limited, Allegro
Investment (BVI) Limited and certain nominees shall be allotted and issued 63,362,756 shares, 14,297,259 shares and in aggregate
5,487,752 shares, respectively of the Company’s common stock or approximately 62.25%, 14.05% and in aggregate 5.39%, respectively
of the Enlarged Share Capital in consideration for the IP Assignments. The board of directors and majority shareholders of the Company
have approved the IP Assignments.
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