EvoAir Holdings Inc. 10-Q

Item 1. Financial Statements UNEX HOLDINGS INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In U.S. Dollars, except share data or otherwise stated) AS OF FEBRUARY 28, 2022 AND AUGUST 31, 2021 February 28, 2022 August 31, 2021 USD USD ASSETS Current assets Cash $ 508,490 $ 1,714,890 Account receivables 31,525 127,802 Inventories 477,703 142,519 Deposit, prepayments and other receivables 1,123,145 1,239,561 Right-of-use assets 525,381 - Total current assets 2,666,244 3,224,772 Non-current assets Property and equipment, net 642,371 136,598 Technology-related intangible assets, net 82,454,869 - TOTAL ASSETS $ 85,763,484 $ 3,361,370 Current Liabilities Account payables and accruals $ 17,694 $ 111,894 Other payables 655,946 33,078 Deferred revenue - 426,777 Hire purchase creditor 34,372 33,650 Financial Liability - Convertible Bonds - 1,007,999 Amount due to shareholders 22,204 52,481 Operating lease liability - current 49,070 - Total current liabilities 779,286 1,665,879 Non-current Liabilities Long-term operating lease liabilities 499,772 - TOTAL LIABILITIES 1,279,058 1,665,879 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 101,779 2,970 Additional paid in capital 88,804,161 2,890,471 Shares to be issued - 861,883 Other Accumulated comprehensive income 191,547 5,696 Accumulated deficit ( 4,613,553 ) ( 2,233,496 ) Non-controlling interest 492 167,967 Total shareholder’s equity 84,484,426 1,695,491 TOTAL LIABILITIES AND EQUITY $ 85,763,484 $ 3,361,370 The accompanying footnotes are an integral part of these consolidated financial statements. 3 | Page UNEX HOLDINGS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In U.S. Dollars, except share data or otherwise stated) FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2022 AND 2021 Three months ended Six months ended February 28, 2022 February 28, 2021 February 28, 2022 February 28, 2021 USD USD USD USD Revenue $ 302,884 27,568 $ 1,111,763 221,231 Cost of revenue 194,585 67,730 901,999 117,226 Gross profit 108,299 ( 40,162 ) 209,764 104,005 Operating expenses: Selling and marketing expenses 12,333 - 24,402 - General and administrative expenses 1,290,746 558,986 1,788,734 739,376 Total operating expenses 1,303,079 558,986 1,813,136 739,376 Loss from operation ( 1,194,780 ) ( 599,148 ) ( 1,603,372 ) ( 635,371 ) Other income/(expense) Interest expense, net ( 1,005,645 ) - ( 1,005,645 ) - Other income, net 12,027 622 37,287 1,453 Total other income/(expense) ( 993,618 ) 622 ( 968,358 ) 1,453 Loss from operation before income taxes ( 2,188,398 ) ( 598,526 ) ( 2,571,730 ) ( 633,918 ) Income tax expenses - - - - Net loss $ ( 2,188,398 ) ( 598,526 ) $ ( 2,571,730 ) ( 633,918 ) Less: Net loss attributable to non-controlling interests 83,549 - 191,673 - Net loss attributable to equity holders of the Company ( 2,104,849 ) ( 598,526 ) ( 2,380,057 ) ( 633,918 ) Other comprehensive income/ (loss): Foreign currency translation adjustment 11,651 1,435 199,254 ( 63,405 ) Total comprehensive loss ( 2,093,198 ) ( 597,091 ) ( 2,180,803 ) ( 697,323 ) Less: net comprehensive loss attributable to non-controlling interests ( 5,185 ) - ( 24,198 ) - Net comprehensive loss attributable to equity holders of the Company ( 2,098,383 ) ( 597,091 ) ( 2,205,001 ) ( 697,323 ) Net loss attributable to equity holders of the Company per common share: Basic and Diluted ( 0.05 ) ( 0.20 ) ( 0.11 ) ( 0.21 ) Weighted Average Number of Common Shares Outstanding: Basic and Diluted 41,437,329 2,970,000 21,884,875 2,970,000 The accompanying footnotes are an integral part of these consolidated financial statements. 4 | Page UNEX HOLDINGS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT) (In U.S. Dollars, except share data or otherwise stated) FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2022 AND 2021 THREE AND SIX MONTHS ENDED FEBRUARY 28, 2022 Common Stock Additional paid in Accumulated Other Comprehensive Accumulated Shares to be Non-controlling Shares Amount capital Income Deficit issued interests Total Balance at August 31, 2021 2,970,000 $ 2,970 $ 2,890,471 $ 5,696 $ ( 2,233,496 ) $ 861,883 $ 167,967 $ 1,695,491 Foreign currency translation adjustment - - - 168,590 - - 19,013 187,603 Net loss - - - - ( 27 5 ,208 ) - ( 108,124 ) ( 383,332 ) Balance at November 30, 2021 2,970,000 2,970 2,890,471 174,286 ( 2,508,704 ) 861,883 7 8 ,856 1,499,762 Foreign currency translation adjustment - - - 6,466 - - 5,185 11,651 Beneficial conversion feature on financial liability -convertible bonds - - 1,005,645 - - - - 1,005,645 Issuance of common stock for Convertible Bonds 1,506,671 1,507 995,697 10,795 - - - 1,007,999 Issuance of common stock for technology-related intangible assets 83,147,767 83,148 83,064,619 - - - - 83,147,767 Issuance of common stock for Cash 14,154,885 14,154 847,729 - ( 861,883 ) - - Net loss - - - - ( 2,104,849 ) - ( 83,549 ) ( 2,188,398 ) Balance at February 28, 2022 101,779,323 $ 101,779 $ 88,804,161 $ 191,547 $ ( 4,613,553 ) $ - $ 492 $ 84,484,426 THREE AND SIX MONTHS ENDED FEBRUARY 28, 2021 Common Stock Additional paid in Accumulated Other Comprehensive Accumulated Shares Amount capital Income Deficit Total Balance at August 31, 2020 2,970,000 $ 2,970 $ 730,814 $ ( 13,376 ) $ ( 1,148,610 ) $ ( 428,202 ) Foreign currency translation adjustment - - - ( 64,840 ) ( 64,840 ) Net loss - - - - ( 35,392 ) ( 35,392 ) Balance at November 30, 2020 2,970,000 2,970 730,814 ( 78,216 ) ( 1,184,002 ) ( 528,434 ) Foreign currency translation adjustment - - - 1,435 1,435 Net loss - - - - ( 598,526 ) ( 598,526 ) Balance at February 28, 2021 2,970,000 $ 2,970 $ 730,814 $ ( 76,781 ) $ ( 1,782,528 ) $ ( 1,125,525 ) The accompanying footnotes are an integral part of these consolidated financial statements. 5 | Page UNEX HOLDINGS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In U.S. Dollars, except share data or otherwise stated) FOR THE SIX MONTHS ENDED FEBRUARY 28, 2022 AND 2021 February 28, 2022 February 28, 2021 USD USD Cash flows from operating activities Net loss $ ( 2,571,730 ) $ ( 633,918 ) Adjustments for non-cash income and expenses: Depreciation 18,375 590 Amortization 692,898 - Beneficial conversion feature of convertible bonds 1,005,645 - Decrease / (Increase) in accounts receivable 96,277 ( 78,452 ) Increase in inventories ( 335,183 ) ( 2,598 ) Decrease/ (increase) in Deposit, prepayments and advances to suppliers 116,416 ( 142,676 ) Decrease in accounts payable & accrual ( 520,255 ) ( 71,497 ) Increase in operating leases 23,460 - Decrease in stock refund payable - ( 1,950 ) Increase / (Decrease) in other payable 622,868 ( 46,499 ) (Decrease) / Increase in amount to related parties ( 30,277 ) 2,280,630 Cash generated (used in)/ generated from operations $ ( 881,506 ) $ 1,303,630 Cash flows from investing activities Purchase of property and equipment ( 524,148 ) - Net cash used in investing activities $ ( 524,148 ) $ - Cash flows from financing activities Net cash generated from financing activities $ - $ - Net (decrease)/increase in cash and cash equivalents ( 1,405,654 ) 1,303,630 Effect of exchange rate changes 199,254 ( 42,817 ) Cash and cash equivalents at start of year 1,714,890 490,317 Cash and cash equivalents at end of year 508,490 1,751,130 Supplemental cash flow information: Cash Paid During the Year for: Interest $ - $ - Income Taxes $ - $ - Supplemental disclosure of non-cash investing and financing information : Repurchase of common stock for refund payable $ - $ 1,950 Right-of-use assets obtained in exchange for operating lease obligations $ 525,381 $ - Stock issued for Intellectual Assets $ 83,147,767 $ - Stock issued for Convertible Bonds $ 1,007,999 $ - The accompanying footnotes are an integral part of these consolidated financial statements. 6 | Page UNEX HOLDINGS INC. NOTES TO THE UNAUDITED FINANCIAL STATEMENTS FOR THREE AND SIX MONTHS ENDED FEBRUARY 28, 2022 AND 2021 NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS Unex 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. On 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. 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 . 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. On 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”): (A) On December 20, 2021, Dr. Low and Chan Kok Wei entered into a share exchange agreement with WKL Eco Earth Holdings, pursuant to which Dr. 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. (B) On 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. (C) 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 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. The board of directors and majority shareholders of the Company have approved the transaction. (D) On December 20, 2021, Dr. Low entered into two deeds of assignment of intellectual properties with WKL Eco Earth Holdings, in respect of Dr. 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”). From 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. EvoAir 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. Bhd. (“Evo Air Marketing”) (together with Unex and Evo Air International, the “WKL Group” or “the Group”). The 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. The Group 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. 7 | Page The Company consolidates the following subsidiaries: SUMMARY OF CONSOLIDATED SUBSIDIARIES Subsidiaries of Unex Attributable interest EvoAir International Limited (British Virgin Islands) 100 % Subsidiary of EvoAir International Limited WKL Eco Earth Holdings Pte Ltd (Singapore) 100 % Subsidiaries of WKL Eco Earth Holdings Pte Ltd WKL Eco Earth Sdn Bhd(Malaysia) 100 % WKL Green Energy Sdn Bhd (Malaysia) 100 % EvoAir Manufacturing (M) Sdn Bhd (Malaysia) 67.5 % WKL EcoEarth Indochina Co Ltd (Cambodia) 55 % WKL Guanzhen Green Technology Guangzhou Co Ltd (China) 55 % Subsidiary of EvoAir Manufacturing (M) Sdn Bhd Evo Air Marketing (M) Sdn Bhd (Malaysia) 100 % NOTE 2 – CHANGE OF CONTROL 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 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 Company . NOTE 3 – GOING CONCERN The 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. As of February 28, 2022 and August 31, 2021, the Company had an accumulated deficit of $ 4,613,553 and $ 2,233,496 respectively. 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. With 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. The 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. 8 | Page NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation : The 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. GAAP”) 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. The 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. As 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. The 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. All 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. GAAP. The non-controlling interests are presented in the consolidated balance sheets, separately from equity attributable to the stockholders of the Company. 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. Use of Estimates The 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. Due 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. 9 | Page Fiscal Year End The Company operates on a fiscal year basis with the fiscal year ending on August 31. Cash and Cash Equivalents The 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. WKL 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 Gain or Loss ASC 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 statements. Beneficial Conversion Features (“BCF”) In 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. The 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 convertible. 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. Foreign Currency Translation The 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 (“RM”). 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. Average monthly rates are used to translate revenues and expenses. Transactions 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. Assets 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’ equity. 10 | Page Accounts Receivable and Allowance for Doubtful Accounts 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. Account 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. As 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. Inventories Inventories consist primarily of finished goods and raw materials from WKL Eco Earth, WKL EcoEarth Indochina and WKL Guanzhe We 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. Deposit, prepayments and other receivables Deposit 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. Property, Plant and Equipment Property, 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 . SUMMARY OF ESTIMATED USEFUL LIVES OF ASSETS Useful lives Office Equipment 5 years Vehicles 5 years Furniture and Equipment 10 years Renovation 10 years Repair 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 operations. 11 | Page 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 in Note 1. 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. If 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. Revenue Recognition Revenue 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. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (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; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The 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. Deferred Revenue The 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. Leases We have entered into operating agreements primarily for office and factory. We determine if an arrangement is a lease at inception. For 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 to exercise. Operating lease assets and liabilities are included on our condensed consolidated balance sheet as of February 28, 2022. Operating lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest 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. Our lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. 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. Income Taxes The 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. The Company 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. The 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. 12 | Page Measurement of Fair Value The 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 categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Recently Issued Accounting Pronouncements Except 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. In 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. NOTE 5 INVENTORIES Inventories consist of the following: SUMMARY OF INVENTORIES February 28, 2022 August 31, 2021 Finished goods $ 389,711 $ 79,306 Raw materials and supplies 87,992 63,213 Total inventory on hand $ 477,703 $ 142,519 13 | Page NOTE 6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES Deposit, prepayments and other receivables consists of the following: SCHEDULE OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES February 28, 2022 August 31, 2021 Deposits and Prepayment 214,433 15,208 Other receivables (Advances from suppliers) 908,712 1,224,353 Deposit, prepayments and other receivables 1,123,145 1,239,561 NOTE 7 PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment consists of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT February 28, 2022 August 30, 2021 Office equipment $ 48,719 $ 46,375 Vehicles 80,523 58,247 Furniture and equipment 470,669 23,864 Renovation 115,274 62,551 Property plant and equipment gross 715,185 191,037 Less: accumulated depreciation ( 72,814 ) ( 54,439 ) Property, plant and equipment ,net $ 642,371 $ 136,598 Depreciation expense for the year ended August 31, 2021 was $ 25,414 . Depreciation expense for the six month ended February 28, 2022 was $ 18,375 . NOTE 8 – INTANGIBLE ASSETS The below table summarizes the identifiable intangible assets as of February 28, 2022 and August 31, 2021: SUMMARIZES OF INTANGIBLE ASSETS February 28, 2022 August 31, 2021 Technology 1-Portable Air Cooler $ 27,438,763 $ - Technology 2-Condensing Unit 55,709,004 Intangible assets 83,147,767 - Less: Accumulated amortization ( 692,898 ) - Intangible assets, net $ 82,454,869 $ - Amortization expense for intangible assets for the six month ended February 28, 2022 was $ 692,898 . 14 | Page NOTE 9 CONVERTIBLE BONDS Convertible bonds consist of the following: SCHEDULE OF CONVERTIBLE BONDS February 28, 2022 August 31, 2021 Convert ible 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 $ - $ 44,601 Convertible bonds payable to a private investor bearing interest at 10 %. Accrued interests are due November 2020 . The Company is obligated to issue 277,778 shares of common stock as an inducement on the issuance of this bond upon internal re-organization completion - 185,840 Convertible bonds payable to a private investor bearing interest at 10 %. Accrued interests are due November 2020 . The Company is obligated to issue 2,223 shares of common stock as an inducement on the issuance of this bond upon internal re-organization completion - 1,487 Convertible bonds payable to a private investor bearing interest at 10 %. Accrued interests are due November 2020 . The Company is obligated to issue 111,112 shares of common stock as an inducement on the issuance of this bond upon internal re-organization completion - 74,336 Convertible bonds payable to a private investor bearing interest at 10 %. Accrued interests are due November 2020 . The Company is obligated to issue 33,334 shares of common stock as an inducement on the issuance of this bond upon internal re-organization completion - 22,301 Convertible bonds payable to a private investor bearing interest at 10 %. Accrued interests are due November 2020 . The Company is obligated to issue 277,778 shares of common stock as an inducement on the issuance of this bond upon internal re-organization completion - 185,841 Convertible bonds payable to a private investor bearing interest at 10 %. Accrued interests are due November 2020 . The Company is obligated to issue 444,445 shares of common stock as an inducement on the issuance of this bond upon internal re-organization completion - 297,345 Convertible bonds payable to a private investor bearing interest at 10 %. Accrued interests are due November 2020 . The Company is obligated to issue 277,778 shares of common stock as an inducement on the issuance of this bond upon internal re-organization completion - 185,841 Convertible bonds payable to a private investor bearing interest at 10 %. Accrued interests are due November 2020 . The Company is obligated to issue 15,556 shares of common stock as an inducement on the issuance of this bond upon internal re-organization completion - 10,407 $ - $ 1,007,999 All accrued interests from above convertible bonds were settled on November 15, 2020. All principal were converted as of this report date at S$ 0.9 per share. The Company determined that these convertible bonds contained a contingent BCF triggered by future events-upon internal re-organization completion. The contingent BCF existed at the date of issuance of the convertible bonds, which allowed the holders to purchase equity at a discount to the offering price. While such contingent BCF is measured on the basis of the commitment-date stock price, it is not recognized until the contingency occurs. As such, the total 1,506,671 shares issuable upon conversion at a price of S$ 0.90 per share created an S$ 1,356,000 or U$ 1,005,645 contingent beneficial conversion upon the Company completing its re-organization. Such contingent BCF is measured on the basis of the commitment-date stock price; it is not recognized until the contingency occurs. 15 | Page During the six month ended February 28, 2022, upon the completion of the Transactions, the conversion feature has been realized. The Company recorded the beneficial conversion feature of U$ 1,005,645 . NOTE 10 RELATED PARTY TRANSACTIONS Amounts due to shareholders Amounts due to shareholders are non-interest bearing, unsecured, have no fixed repayment term, and are not evidenced by any written agreement. As of August 31, 2021, the Company reported amount due to shareholders of $ 52,481 . As of February 28, 2022, the Company reported amount due to shareholders of $ 22,204 . ECo Awareness Sdn Bhd ECo Awareness Sdn Bhd is related to a common shareholder. ECo Awareness Sdn Bhd was our main distributor for E-cond Life product, Eco Awareness Sdn Bhd has been re-designated as distributor in October 2021. The sales generated from ECo Awareness Sdn Bhd amounted to $ 13,425 and $ 0 during the six months ended February 28, 2022 and February 28, 2021, respectively. The accounts receivable from ECo Awareness Sdn Bhd amounted to $ 13,365 and $ 77,830 as of February 28, 2022 and August 31, 2021, respectively. The purchases from ECo Awareness Sdn Bhd amounted to $ 16,222 and $ 0 during the six months ended February 28, 2022 and February 28, 2021, respectively. The accounts payable due to ECo Awareness Sdn Bhd amounted $ 7,916 and $ 70,650 as of August 31, 2021 and August 31, 2021, respectively. 16 | Page NOTE 11 STOCKHOLDERS’ EQUITY 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. During the six months ended February 28, 2022, the Company issued 1,506,671 shares of common stock in connection with the conversion of $ 1,007,999 in principal related to its convertible bonds. During the six months ended February 28, 2022, the Company issued 83,147,767 shares of common stock in connection with Dr. Low’s two deeds of assignments of intellectual properties. During the six months ended February 28, 2022, the Company issued 14,154,885 shares of common stock pursuant to subscri ption agreements with accredited investors for prior year received proceeds of $ 861,883 . As of February 28, 2022 and August 31, 2021, the Company had 101,779,323 and 2,970,000 shares of its common stock issued and outstanding, respectively. NOTE 12 INCOME TAXES The Company’s operating subsidiaries are governed by the Income Tax Law, which is concerning Foreign Investment Enterprises and Foreign Enterprises and various local income tax laws (“the Income Tax Laws”). EvoAir International is incorporated in BVI, and a BVI Business Company is exempt from the BVI income tax. WKL Eco Earth Holdings is incorporated in Singapore, and under the current tax laws of Singapore, its standard corporate income tax rate is 17 %. WKL Eco Earth, WKL Green Energy and Evoair Manufacturing (including its 100 % subsidiary Evo Air Marketing) are incorporated in Malaysia, and are subject to common corporate income tax rate at 24 %. WKL EcoEarth Indochina is incorporated in Cambodia, and under the current tax laws of Cambodia, its standard corporate tax rate is 20 %. WKL Guanzhe is incorporated in China. Under the current tax law in the PRC, WKL Guanzhe is subject to the enterprise income tax rate of 25 %. Due to the Company’s net loss position, there was no provision for income taxes recorded. As a result of the Company’s losses to date, there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded. The components of net deferred tax assets are as follows: SCHEDULE OF COMPONENTS ON NET DEFERRED TAX ASSET February 28, 2022 August 31, 2021 Net operating loss carry-forward $ 4,610,000 $ 2,230,000 Less: valuation allowance ( 4,610,000 ) ( 2,230,000 ) Net deferred tax asset - - The Company had federal net operating loss carry forwards for tax purposes of approximately $ 4,610,000 at February 28, 2022, and approximately $ 2,230,000 at August 31, 2021, which may be available to offset future taxable income. Utilization of the net operating loss carry forwards may be subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue Code of 1986, as amended. The annual limitation may result in the expiration of net operating loss carry forwards before utilization. NOTE 13 ROU ASSET AND LEASES A lease is defined as a contract that conveys the right to control the use of identifiable tangible property for a period of time in exchange for consideration. On February 28, 2022, the Company adopted ASC Topic 842 which primarily affected the accounting treatment for operating lease agreements in which the Company is the lessee including Company leases of office and factory. The Company elected to not recognize right of use (“ROU”) assets and lease liabilities arising from short-term leases with initial lease terms of twelve months or less (deemed immaterial) on the accompanying consolidated balance sheets. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on the effective interest, the effective amortization on the lease liability. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. 17 | Page When measuring lease liabilities for leases that were classified as operating leases as of February 28, 2022, the Company discounted lease payments using its estimated incremental borrowing rate of 10 % . The following is a summary of ROU asset and operating lease liabilities: SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES February 28, 2022 August 31, 2021 Assets: ROU asset $ 525,381 $ - Liabilities: Current: Operating lease assets $ 49,070 $ - Non-current Operating lease assets 499,772 - Total lease liabilities $ 548,842 $ - As of February 28, 2022, remaining maturities of lease liabilities were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating 2022 $ 135,850 2023 124,554 2024 124,158 2025 107,270 2026 and thereafter 57,010 Total $ 548,842 NOTE 14 COMMITMENTS AND CONTINGENCIES On March 22, 2021, the Group entered into a tenancy agreement to lease the premise at No 31-2A, Jalan 5/32A, 6 ½ Miles, Off Jalan Kepong, 52000 Kuala Lumpur, Malaysia for 2 years from 1 May 2021 to 30 April 2023. The lease may be terminated by either party with 3 month notice. Monthly rental is RM 23,000 . This tenancy agreement has a renewal option of 2 years plus2 years with the agreed month rental of RM 25,000 for the first term of two (2) years, and RM 27,000 for the second term of two (2) years. On February 5, 2021, the Group entered into a lease agreement to lease a factory at 3rd Floor, No. 1, Depin Road, Xingtan Town, Shunde District, Foshan City for a 5 year period from April 1, 2021 to April 30, 2026 for a monthly rental of RMB 54,578 . On December 22, 2020, the Group entered into a lease agreement to lease the premise at No 65 Floor 1, 2 & 3, Street 123, Phum 4, Sangkat Toul Tumpong I, Khan Chamkarman, Phnom Penh at a monthly of $ 4,500 from December 1, 2020 to November 30, 2022. the monthly rental will be increased to $ 6,000 per month from December 1, 2022 to November 30, 2024. NOTE 15 SUBSEQUENT EVENTS In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to February 28, 2022 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 follow: On February 15, 2022, the Company entered into certain share subscription agreement (the “SPA”) with Ms. Ang Lee Kim Jane, who is a “non-U.S. Persons” (the “Investor”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to issue and sell 74,074 shares (the “Shares”) of its common stock, par value $ 0.001 per share (“Common Stock”), at a per share purchase price of $ 2.50 (the “Offering”), as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $ 2.50 . The gross proceeds from the Offering of $ 185,185 was received by the Company on March 2, 2022. The Shares have yet to be issued to the Investor as of the Report Date. 18 | Page