What changed in this filing

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Item 1. Financial Statements

2022-04-19 compared with 2022-01-18 · 693 added, 273 removed, 32 unchanged (97% of the section changed)

FINANCIAL STATEMENTS (UNAUDITED)

Financial Statements

HOLDINGS INC.

CONDENSED BALANCE SHEETS

U.S.Dollars, except share data or otherwise stated)

OF NOVEMBER 30, 2021 AND AUGUST 31, 2021

November 30, 2021

CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars, except share data or otherwise stated)

OF FEBRUARY 28, 2022 AND AUGUST 31, 2021

February 28, 2022

August 31, 2021

Current assets

Account receivables

Deposit, prepayments and other receivables

Right-of-use assets

Total current assets

Non-current assets

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Property and equipment, net

Technology-related intangible assets, net

Current Liabilities

Accrued expenses

Amount owing to Related Company

Account payables and accruals

Other payables

Deferred revenue

Hire purchase creditor

Financial Liability - Convertible Bonds

Amount due to shareholders

Operating lease liability - current

Total current liabilities

Non-current Liabilities

Long-term operating lease liabilities

TOTAL LIABILITIES

Stockholders’ Equity (Deficit)

Common stock, $ 0.001

par value, 75,000,000

share authorized;

share issued and outstanding

Shareholder’s equity

Common stock, 1,000,000,000 authorized;

$ 0.001 par value, 101,779,323 and 2,970,000 shares

issued and outstanding at February 28, 2022 and August 31, 2021

Additional paid in capital

Shares to be issued

Other Accumulated comprehensive income

Accumulated deficit

Total Stockholders’ Equity (Deficit)

Total Liabilities and Stockholders’ Equity (Deficit)

The accompanying notes are an integral part of these unaudited condensed

financial statements.

( 4,613,553 )

( 2,233,496 )

Non-controlling interest

Total shareholder’s equity

TOTAL LIABILITIES AND EQUITY

accompanying footnotes are an integral part of these consolidated financial statements.

HOLDINGS INC.

CONDENSED STATEMENTS OF OPERATIONS

Dollars, except share or otherwise stated)

THE THREE MONTHS ENDED NOVEMBER 30, 2021 AND 2020

Three months ended

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Dollars, except share data or otherwise stated)

THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2022 AND 2021

Three months ended

November 30, 2021

November 30, 2020

Six months ended

February 28, 2022

February 28, 2021

February 28, 2022

February 28, 2021

Cost of revenue

Operating expenses:

Selling and marketing expenses

General and administrative expenses

(Loss) before provision for the income taxes

Provision for income taxes

Loss per common share:

Total operating expenses

Loss from operation

( 1,194,780 )

( 1,603,372 )

Other income/(expense)

Interest expense, net

( 1,005,645 )

Other income, net

Total other income/(expense)

Loss from operation before income taxes

( 2,188,398 )

( 2,571,730 )

Income tax expenses

$ ( 2,188,398 )

$ ( 2,571,730 )

Net loss attributable to non-controlling interests

Net loss attributable to equity holders of the Company

( 2,104,849 )

( 2,380,057 )

Other comprehensive income/ (loss):

Foreign currency translation adjustment

Total comprehensive loss

( 2,093,198 )

( 2,180,803 )

net comprehensive loss attributable to non-controlling interests

Net comprehensive loss attributable to equity holders of the Company

( 2,098,383 )

( 2,205,001 )

Net loss attributable to equity holders of the Company per common share:

Basic and Diluted

Weighted Average Number of common Share Outstanding :

Weighted Average Number of Common Shares Outstanding:

Basic and Diluted

The accompanying notes are an integral part of these unaudited condensed

financial statements.

accompanying footnotes are an integral part of these consolidated financial statements.

HOLDINGS INC.

CONDENSED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

Dollars, except share data or otherwise stated)

THE MONTHS ENDED NOVEMBER 30, 2021 AND 2020

Number of Common Shares

Additional Paid-in-Capital

Balance as of August 31, 2020

Balance as of November 30, 2020

Balance as of August 31, 2021

Beginning balance, value

Balance as of November 30, 2021

Ending balance, value

The accompanying notes are an integral part of these unaudited condensed

financial statements.

THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2022 AND 2021

AND SIX MONTHS ENDED FEBRUARY 28, 2022

Accumulated Other Comprehensive

Non-controlling

Balance at August 31, 2021

$ ( 2,233,496 )

Foreign currency translation adjustment

( 27 5 ,208 )

at November 30, 2021

( 2,508,704 )

Foreign currency translation adjustment

Beneficial conversion feature on financial liability -convertible bonds

of common stock for Convertible Bonds

of common stock for technology-related intangible assets

of common stock for Cash

( 2,104,849 )

( 2,188,398 )

Balance at February 28, 2022

$ ( 4,613,553 )

AND SIX MONTHS ENDED FEBRUARY 28, 2021

Accumulated Other Comprehensive

Balance at August 31, 2020

$ ( 1,148,610 )

$ ( 428,202 )

Foreign currency translation adjustment

Balance at November 30, 2020

( 1,184,002 )

Foreign currency translation adjustment

Balance at February 28, 2021

$ ( 1,782,528 )

$ ( 1,125,525 )

accompanying footnotes are an integral part of these consolidated financial statements.

HOLDINGS INC.

CONDENSED STATEMENTS OF CASH FLOWS

U.S.Dollars, except share data or otherwise stated)

THE THREE MONTHS ENDED NOVEMBER 30, 2021 AND 2020

Three months ended

November 30, 2021

November 30, 2020

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars, except share data or otherwise stated)

THE SIX MONTHS ENDED FEBRUARY 28, 2022 AND 2021

February 28, 2022

February 28, 2021

Cash flows from operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expenses

Increase in amount due to related party

Net cash used in operating activities

Cash flow from investing activities:

Cash flow from financing activities

Proceeds from sale of common stock

Net cash provided financing activities

Net decrease in cash and equivalents

Cash at beginning of the period

Cash at end of the period

$ ( 2,571,730 )

$ ( 633,918 )

Adjustments for non-cash income and expenses:

Beneficial conversion feature of convertible bonds

Decrease / (Increase) in accounts receivable

Increase in inventories

Decrease/ (increase) in Deposit, prepayments and advances

Decrease in accounts payable & accrual

Increase in operating leases

Decrease in stock refund payable

Increase / (Decrease) in other payable

(Decrease) / Increase in amount to related parties

Cash generated (used in)/ generated from operations

$ ( 881,506 )

Cash flows from investing activities

Purchase of property and equipment

Net cash used in investing

$ ( 524,148 )

Cash flows from financing activities

Net cash generated from financing activities

Net (decrease)/increase in cash and cash equivalents

( 1,405,654 )

Effect of exchange rate changes

Cash and cash equivalents at start of year

Cash and cash equivalents at end of year

Supplemental cash flow information:

Cash paid for :

Cash Paid During the Year for:

Supplemental disclosure of non-cash investing and financing information :

Repurchase of common stock for refund payable

The accompanying notes are an integral part of these unaudited condensed

financial statements.

HOLDINGS INC.

TO THE FINANCIAL STATEMENTS

THREE MONTHS ENDED NOVEMBER 30, 2021 AND 2020

1 – ORGANIZATION AND BUSINESS

Right-of-use assets obtained in exchange for operating lease obligations

Stock issued for Intellectual Assets

Stock issued for Convertible Bonds

accompanying footnotes are an integral part of these consolidated financial statements.

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.

TO THE UNAUDITED FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED FEBRUARY 28, 2022 AND 2021

1 – ORGANIZATION AND BUSINESS OPERATIONS

Holdings Inc (the “Company”,

“Unex”, “we”, “us”, or “our”) is a corporation established under the corporation

laws in the State of Nevada on February 17, 2017.

The Company has adopted an August 31 fiscal year end.

December 20, 2021, the Company and Low Wai Koon (“Dr.

Low”) entered into a share transfer agreement, (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 Transaction”).

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.

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 .

Upon completion of the Change of Control Transaction, WKL Global 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.

December 2021, several transactions took place (together, the “Allotment Transactions”) whereby the Company issued and allotted

in aggregate 98,809,323 ordinary shares of common stock to certain parties.

On completion of the Allotment Transactions, the total number

of issued and outstanding shares of common stock of the Company were 101,779,323 (“Enlarged Share Capital”):

December 20, 2021, Dr.

Low and Chan Kok Wei entered into a share exchange agreement with WKL Eco Earth Holdings, pursuant to which

Low and Chan Kok Wei agreed to sell all their ordinary shares of 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 Share Capital, respectively.

December 20, 2021, Dr.

Low, Chan Kok Wei, Ong Bee Chen and certain sellers (“WKLEE Sellers”) entered into a share exchange

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 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.

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 the 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.

of directors and majority shareholders of the Company have approved the transaction.

December 20, 2021, Dr.

Low entered into two deeds of assignment of intellectual properties with WKL Eco Earth Holdings, in respect

Low’s patents relating to eco-friendly air-conditioner condenser (external unit), evoair TM 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 EVO TM 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.

EvoAir Transaction, Change of Control Transaction

and Allotment Transactions are collectively to be referred to as the “Transactions”.

The closing of the Transaction (the

“Closing”) occurred on December 20, 2021 (the “Closing Date”).

and after the Closing Date, at which time EvoAir International transferred its HVAC business to the Company, the Company’s

primary operations will consist of the prior operations of EvoAir International.

International is a company incorporated in the British Virgin Islands on November 17, 2021 and the parent company of WKL Eco Earth Holdings,

WKL Eco Earth Sdn Bhd, WKL Green Energy Sdn Bhd (“WKL Green Energy”), EvoAir Manufacturing (M) Sdn Bhd (“EvoAir

Manufacturing”), WKL EcoEarth Indochina Co.

Ltd (“WKL EcoEarth Indochina”), WKL Guanzhe Green Technology Guangzhou

Co Ltd (“WKL Guanzhe) and Evo Air Marketing (M) Sdn.

(“Evo Air Marketing”) (together with Unex and Evo

Air International, the “WKL Group” or “the Group”).

WKL Group is principally engaged in the research and development, manufacturing sale and marketing of HVAC products for residential,

commercial and industrial uses.

WKL Group’s activities include engineering, manufacturing, assembling, marketing and distributing

an extensive line of HVAC and related products focusing on providing eco-friendly air conditioning and air purifying solutions through

our proprietary heat emission control (“HECS”) technology.

The WKL Group utilizes its patented-pending air conditioning

technology in its eco-friendly air conditioning products marketed through its evoair TM and Econ EVO brands, while it

partners with OEMs as well as operate its own supply chain to produce air purifier solutions under its own brand, Econ Life.

also licenses its proprietary air purifying technology to be incorporated into products of other brands.

The WKL Group operates manufacturing

plants and assembly lines in China and Malaysia in order to develop and manufacture its HVAC products.

Company consolidates the following subsidiaries:

OF CONSOLIDATED SUBSIDIARIES

Subsidiaries of Unex

Attributable interest

EvoAir International Limited (British Virgin Islands)

Subsidiary of EvoAir International Limited

WKL Eco Earth Holdings Pte Ltd (Singapore)

Subsidiaries of WKL Eco Earth Holdings Pte Ltd

WKL Eco Earth Sdn Bhd(Malaysia)

WKL Green Energy Sdn Bhd (Malaysia)

EvoAir Manufacturing (M) Sdn Bhd (Malaysia)

WKL EcoEarth Indochina Co Ltd (Cambodia)

WKL Guanzhen Green Technology Guangzhou Co Ltd (China)

Subsidiary of EvoAir Manufacturing (M) Sdn Bhd

Evo Air Marketing (M) Sdn Bhd (Malaysia)

2 – CHANGE OF CONTROL

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 67.34 %

of the then Company’s issued and outstanding shares, sold his entire shareholding of the Company to WKL Global for an

aggregate consideration of $ 100 .

Upon completion of the Change of Control Transaction, WKL Global Limited then 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

3 – GOING CONCERN

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

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

respectively, and stockholders’ deficit of $ 57,134 and

Company’s financial statements as of February 28, 2022, 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 a sustainable ongoing source of revenues sufficient to cover its operating

costs and allow it to continue as a going concern.

of February 28, 2022 and August 31, 2021, the Company had an accumulated deficit of $ 4,613,553

and $ 2,233,496

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

The Company incurred net loss

of $ 2,571,730 and

$ 633,918 for

six months ended February 28, 2022 and February 28, 2021, respectively.

The cash used in operating activities for the six months ended

February 28, 2022, was $ 881,506 .

It was brought to the attention of the Management to assess going concern considering all facts and circumstances about the foreseeable

future of the Company as well as its assets and liabilities on the basis that it will be able to realize and discharge them in the normal

course of business.

the injection of a viable business into the Company (“New Business”) contemplated under the Transaction (defined in Note

1), 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.

consolidated financials have been prepared assuming that the Company will continue as a going concern and, accordingly 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.

4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of presentation

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.

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.

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.

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.

and Equipment Depreciation Policy

and equipment are stated at cost and depreciated on the straight-line method over the estimated life of the asset, which is 3 years.

of presentation and principles of consolidation :

accompanying unaudited condensed consolidated financial statements have been prepared by Unex and its subsidiaries (the “Group”

or “WKL Group”) in accordance with U.S.

generally accepted accounting principles (“U.S.

for financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”).

The unaudited condensed consolidated financial statements are presented on a comparative basis.

unaudited condensed consolidated financial statements include the accounts of the WKL Group , which including EvoAir International,

WKL Eco Earth Holdings, WKL Eco Earth, WKL Green Energy, and its 67.5 %

owned EvoAir Manufacturing which included a 100 %

owned subsidiary Evo Air Marketing, 55 %

owned WKL EcoEarth Indochina, and its 55 %

owned WKL Guanzhe as part of the Transaction contemplated in Note 1.

WKL Eco Earth and WKL Green Energy were under common control at the time of the Transaction, it is required under U.S.

GAAP to account for this common control acquisition in a manner similar to the pooling of interest method of accounting.

Under this method

of accounting, Unex’s consolidated balance sheets as of February 28, 2022 and August 31, 2021 reflect WKL Eco Earth and

WKL Green Energy on a historical carryover basis in the assets and liabilities instead of reflecting the fair market value of

the assets and liabilities.

unaudited condensed consolidated balance sheet at August 31, 2021 includes the accounts of Unex, and WKL Group (including Unex)

(see note 1 and above) on a pro forma basis.

The unaudited condensed consolidated statement of operations and comprehensive loss, statement

of changes in equity, (deficit), and statement of cash flows for the periods ending February 28, 2021 are consolidated on

a pro forma basis.

intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of the Management, the accompanying

financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly all financial

statements in accordance with U.S.

non-controlling interests are presented in the consolidated balance sheets, separately from equity attributable to the stockholders of

Non-controlling interests in the results of the Company are presented on the face of the condensed consolidated statements

of operations and comprehensive loss as an allocation of the total loss for the year between non-controlling interest holders and the

stockholders of the Company.

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of sales and expenses during the reporting periods.

Key estimates in the accompanying condensed consolidated

financial statements include, among others, revenue recognition, allowances for doubtful accounts and product returns, provisions for

obsolete inventory, valuation of long-lived assets, and deferred income tax asset valuation allowances.

Actual results could differ materially

from these estimates.

to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets which could impact our

estimates and assumptions.

We have assessed the impact and are not aware of any specific events or circumstances that required an update

to our estimates and assumptions or materially affected the carrying value of our assets or liabilities as of the date of issuance of

this Quarterly Report on Form 10-Q.

These estimates may change as new events occur and additional information is obtained.

Actual results

could differ materially from these estimates under different assumptions or conditions.

Company operates on a fiscal year basis with the fiscal year ending on August 31.

and Cash Equivalents

Company considers all highly-liquid investments with a maturity of three months or less to be cash equivalents.

The Company places its

cash with a high credit quality financial institution.

Guanzhe business is primarily conducted in China and substantially all of revenues are denominated in RMB.

The government of People’s

Republic of China (“PRC”) imposes control over its foreign currency reserves in part through direct regulation of the

conversion of RMB into foreign exchange and through restrictions on foreign trade.

Comprehensive

220 “Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components

in the financial statements.

As of February 28, 2022, and February 28, 2021, the Company established that there are items

that represented components of comprehensive income and, therefore, has included a statement of comprehensive income in the financial

Conversion Features (“BCF”)

accordance with FASB ASC 470-20, “Debt with Conversion and Other Options”, the BCF for the convertible instruments is recognized

and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital.

intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the

common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is

If certain other securities are issued with the convertible security, the proceeds are allocated among the different components.

The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine

the effective conversion price, which is used to measure the BCF.

The effective conversion price is used to compute the intrinsic value.

The value of the BCF is limited to the basis that is initially allocated to the convertible security.

Currency Translation

functional currency of Chinese operations is Chinese Renminbi, (“RMB”).

The functional currency of the Company’s Singapore

operations in Singapore dollars (“SGD”).

The functional currency of the Company’s Malaysia operations in Ringgit Malaysia

Management has adopted ASC 830 “Foreign Currency Matters” for transactions that occur in foreign currencies.

Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.

monthly rates are used to translate revenues and expenses.

denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing

at the dates of the transaction.

Exchange gains or losses arising from foreign currency transactions are included in the determination

of net income for the respective periods.

and liabilities of the Company’s operations are translated into the reporting currency, United States Dollars, at the exchange

rate in effect at the balance sheet dates.

Revenue and expenses are translated at average rates in effect during the reporting periods.

Equity transactions are recorded at the historical rate when the transaction occurred.

The resulting translation adjustment is reflected

as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’

Receivable and Allowance for Doubtful Accounts

receivable are recorded at the net value of face amount less any allowance for doubtful accounts.

The allowance for doubtful accounts

is the Company’s best estimate of the amount of probable credit losses in our existing accounts receivable.

The Company reviews

the allowance for doubtful accounts on a regular basis, and all past due balances are reviewed individually for collectability.

balances are charged against the allowance when placed for collection.

Recoveries of receivables previously written off are recorded

when received.

Interest is not charged on past due accounts.

of February 28, 2022, and August 31, 2021, our accounts receivable amounted to $ 31,525

and $ 127,802 ,

respectively, with no allowance for doubtful accounts for both financial periods.

consist primarily of finished goods and raw materials from WKL Eco Earth, WKL EcoEarth Indochina and WKL Guanzhe

value inventory at the lower of cost or net realizable value.

We determine the cost of inventory using the standard cost method, which

approximates actual cost based on a first-in, first-out method.

All other costs, including administrative costs, are expensed as incurred.

prepayments and other receivables

paid in advance for renovation and other set up cost for factory are accounted for as Deposit.

Amounts paid in advance for expenses are

accounted for as prepaid expenses.

The advance for Evoair Manufacturing Production line is accounted for as other receivables.

Plant and Equipment

Plant and Equipment are recorded at cost.

Depreciation is computed using the straight-line method over the estimated useful lives of

the related capitalized assets.

Property and equipment are depreciated over 3 to 10 years .

OF ESTIMATED USEFUL LIVES OF ASSETS

Office Equipment

Furniture and Equipment

and maintenance costs are charged to expense as incurred.

At the time of retirement or other disposition of property, plant and equipment,

the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in

Intangible Assets and Other Long-Lived Assets

The Company’s intangible assets consist

of patents and trademarks related to assignments of intellectual properties by Dr.

Low into WKL Eco Earth Holdings under the IP Assignments as contemplated

The intangible assets are recorded at fair market value, and are amortized using the straight-line method over an estimated

life of 20 years for both patents and trademarks.

Long-lived assets are reviewed for impairment

whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

Recoverability of these

assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate.

identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value

of the assets exceeds its fair market value.

is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration

that an entity expects to receive in exchange for those goods or services.

In addition, the standard requires disclosure of the nature,

amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

The Company does not disaggregate its

revenue streams as the economic factors underlying the contracts are similar and provide no significant distinction.

The amount of revenue

that is recorded reflects the consideration that the Company expects to receive in exchange for those goods or services.

applies the following five-step model in order to determine this amount:

(i) identification of the promised goods or services in the

(ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct

in the context of the contract;

(iii) measurement of the transaction price, including the constraint on variable consideration;

allocation of the transaction price to the performance obligations;

and (v) recognition of revenue when (or as) the Company satisfies

each performance obligation.

Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled

to in exchange for the goods or services it transfers to the customer.

Once a contract is determined to be within the scope of ASC 606

at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which

of these performance obligations are distinct.

The Company recognizes as revenues the amount of the transaction price that is allocated

to the respective performance obligation when (or as) the performance obligation is satisfied.

Company collects deposits from customers in advance for some business contracts.

The customer payments received in advance are recorded

as deferred revenue on the balance sheet.

The deferred revenue of $426,777 recorded as of August 31, 2021, were subsequently recognized

as revenue in October 2021.

have entered into operating agreements primarily for office and factory.

We determine if an arrangement is a lease at inception.

all classes of underlying assets, we elect not to recognize right of use assets or lease liabilities when a lease has a lease term of

12 months or less at the commencement date and does not include an option to purchase the underlying asset that we are reasonably certain

Operating lease assets and liabilities are included on our condensed consolidated balance sheet as of February 28, 2022.

lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date.

rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit

in most of our leases is not readily determinable.

Our incremental borrowing rate is estimated to approximate the interest rate on a

collateralized basis with similar terms and payments, and in economic environments where the leased asset is located.

Operating lease

assets also include any prepaid lease payments and lease incentives.

Our lease terms include periods under options to extend or terminate

the lease when it is reasonably certain that we will exercise that option.

We generally use the base, non-cancellable, lease term

when determining the lease assets and liabilities.

Operating lease expense is recognized on a straight-line basis over the lease term.

lease agreements generally contain lease and non-lease components.

Non-lease components primarily include payments for maintenance and

We combine fixed payments for non-lease components with our lease payments and account for them together as a single lease

component, which increases the amount of our lease assets and liabilities.

Company utilizes ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for

the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns.

accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities

and the related financial amounts, using currently enacted tax rates.

A valuation allowance is recorded when it is “more likely-than-not”

that a deferred tax asset will not be realized.

Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in

the consolidated statements of operations.

of Fair Value

fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in

an orderly transaction between market participants at the measurement date.

Financial assets are marked to bid prices and financial liabilities

are marked to offer prices.

Fair value measurements do not include transaction costs.

A fair value hierarchy is used to prioritize the

quality and reliability of the information used to determine fair values.

Categorization within the fair value hierarchy is based on

the lowest level of input that is significant to the fair value measurement.

The fair value hierarchy is defined in the following three

Quoted market prices in active markets for identical assets or liabilities.

Observable market-based inputs or inputs that are corroborated by market data.

Unobservable inputs that are not corroborated by market data.

Issued Accounting Pronouncements

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.

Value Measurements

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.

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.

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

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:

1 — quoted prices in active markets for identical assets or liabilities

2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Company has no assets or liabilities valued at fair value on a recurring basis.

4 – COMMON STOCK

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.

of November 30, 2021 and August 31, 2021, the Company had 2,970,000 shares issued and outstanding.

for rules and interpretive releases of the SEC under the authority of federal securities laws and a limited number of grandfathered standards,

the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative US GAAP literature recognized

by the FASB and applicable to the Company.

Management has reviewed the aforementioned rules and releases and believes any effect will

not have a material impact on the Company’s present or future financial statements.

December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which enhances and simplifies various aspects of the income tax

accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination,

ownership changes in investments, and interim-period accounting for enacted changes in tax law.

The amendment will be effective for public

companies with fiscal years beginning after December 15, 2020;

early adoption is permitted.

There is no material impact on the Company’s

financial statements.

5 INVENTORIES

consist of the following:

OF INVENTORIES

Finished goods

Raw materials and supplies

Total inventory on hand

6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES

Deposit, prepayments and other receivables consists of the following:

OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

Deposits and Prepayment

Other receivables (Advances from suppliers)

Deposit, prepayments and other receivables

7 PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consists of the following:

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

Office equipment

Furniture and equipment

Property plant and equipment gross

accumulated depreciation

Property, plant and equipment ,net

expense for the year ended August 31, 2021 was $ 25,414 .

Depreciation expense for the six month ended February 28, 2022 was $ 18,375 .

8 – INTANGIBLE ASSETS

below table summarizes the identifiable intangible assets as of February 28, 2022 and August 31, 2021:

OF INTANGIBLE ASSETS

Technology 1-Portable Air Cooler

Technology 2-Condensing Unit

Intangible assets

Accumulated amortization

Intangible assets, net

expense for intangible assets for the six month ended February 28, 2022 was $ 692,898 .

9 CONVERTIBLE BONDS

bonds consist of the following:

OF CONVERTIBLE BONDS

bonds payable to a private investor bearing interest at 10 %.

Accrued interests are due November 2020 .

The Company is obligated to

issue 66,667 shares of common stock as an inducement on the issuance of this bond upon internal re-organization completion