What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-07-19 compared with 2022-04-19 · 452 added, 444 removed, 281 unchanged (76% of the section changed)

3 unchanged sentences

Dollars, except share data or otherwise stated)

OF FEBRUARY 28, 2022 AND AUGUST 31, 2021

February 28, 2022

August 31, 2021

OF MAY 31, 2022 AND AUGUST 31, 2021

Cash and cash equivalents

prepayments and other receivables

lease right-of-use assets

current assets

Account receivables

Deposit, prepayments and other receivables

Right-of-use assets

Total current assets

and equipment, net

Technology-related

intangible assets, net

non-current assets

Property and equipment, net

Technology-related intangible assets, net

payable and accruals

purchase creditor

liability - convertible bonds

due to shareholders

lease liability - current

current liabilities

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

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

operating lease liabilities

Shareholders’

stock, 1,000,000,000 authorized;

$ 0.001 par value, 101,853,397 and 2,970,000 shares issued and outstanding at May 31, 2022 and August

paid in capital

other comprehensive income

( 5,906,875 )

( 2,233,496 )

Non-controlling interest

Total shareholder’s equity

TOTAL LIABILITIES AND EQUITY

Non-controlling

shareholders’ equity

LIABILITIES AND SHAREHOLDERS’ EQUITY

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

2 unchanged sentences

Dollars, except share data or otherwise stated)

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

Cost of revenue

THE THREE AND NINE MONTHS ENDED MAY 31, 2022 AND 2021

and marketing expenses

and administrative expenses

operating expenses

Selling and marketing expenses

General and administrative expenses

Total operating expenses

Loss from operation

from operation

( 1,419,511 )

( 3,022,883 )

Other income/(expense)

Interest expense, net

income/(expense)

(expense), net

( 1,005,799 )

Other income, net

Total other income/(expense)

Loss from operation before income taxes

income/(expense), net

other income/(expense)

from operation before income taxes

( 1,429,356 )

( 4,001,086 )

Income tax expenses

$ ( 1,429,356 )

1 unchanged sentence

Net loss attributable to non-controlling interests

Net loss attributable to equity holders of the Company

loss attributable to equity holders of the Company

( 1,293,322 )

( 3,673,379 )

Other comprehensive income/ (loss):

Foreign currency translation adjustment

Total comprehensive loss

comprehensive income/(loss) :

currency translation adjustment

comprehensive loss

( 1,337,160 )

( 3,517,964 )

net comprehensive loss attributable to non-controlling interests

Net comprehensive loss attributable to equity holders of the Company

( 1,139,446 )

net comprehensive income/(loss) attributable to non-controlling interests

comprehensive loss attributable to equity holders of the Company

( 1,395,636 )

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

Basic and Diluted

Weighted Average Number of Common Shares Outstanding:

Basic and Diluted

( 3,600,638 )

( 1,139,133 )

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

average number of common shares outstanding:

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

2 unchanged sentences

Dollars, except share data or otherwise stated)

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

THE THREE AND NINE MONTHS ENDED MAY 31, 2022 AND 2021

AND NINE MONTHS ENDED MAY 31, 2022

comprehensive

at August 31, 2021

$ ( 2,233,496 )

currency translation adjustment

at November 30, 2021

( 2,508,704 )

Foreign currency translation adjustment

Beneficial conversion feature on financial liability -convertible bonds

currency translation adjustment

conversion feature on financial liability -Convertible bonds

of common stock for convertible bonds

of common stock pursuant to share exchange agreements

of common stock for technology related intangible assets

2 unchanged sentences

( 2,188,398 )

Balance at February 28, 2022

at February 28, 2022

$ ( 4,613,553 )

AND SIX MONTHS ENDED FEBRUARY 28, 2021

Accumulated Other Comprehensive

Balance at August 31, 2020

currency translation adjustment

of common stock for cash

( 1,293,322 )

( 1,429,356 )

Foreign currency translation adjustment

Balance at November 30, 2020

at May 31, 2022

$ ( 5,906,875 )

Foreign currency translation adjustment

AND NINE MONTHS ENDED MAY 31, 2021

Additional paid

comprehensive

at August 31, 2020

$ ( 1,148,610 )

$ ( 428,202 )

currency translation adjustment

at November 30, 2020

( 1,184,002 )

currency translation adjustment

of loan from related party and stock refund payable

Balance at February 28, 2021

1 unchanged sentence

$ ( 1,112,233 )

Foreign currency translation adjustment

Balance at May 31, 2021

$ ( 355,097 )

$ ( 1,946,018 )

$ ( 1,560,936 )

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

2 unchanged sentences

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

$ ( 2,571,730 )

THE NINE MONTHS ENDED MAY 31, 2022 AND 2021

flows from operating activities

$ ( 4,001,086 )

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

for non-cash income and expenses:

conversion feature of convertible bonds

/ (Increase) in accounts receivables

in inventories

(Increase) in deposit, prepayments and advances to suppliers

in accounts payable and accrual s

in operating leases

in stock refund payable

/ (Decrease) in other payables

/ Increase in amounts due to related party

cash (used in) / generated from operations

$ ( 1,023,037 )

Cash flows from investing activities

Purchase of property and equipment

Net cash used in investing

flows from investing activities

of property and equipment

Cash used in investing activities

$ ( 566,734 )

Cash flows from financing activities

Net cash generated from financing activities

Net (decrease)/increase in cash and cash equivalents

flows from financing activities

from capital raising

Cash generated from financing activities

(decrease)/increase in cash and cash equivalents

( 1,404,586 )

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 During the Year for:

Supplemental disclosure of non-cash investing and financing information :

Repurchase of common stock for refund payable

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

Stock issued for Intellectual Assets

of exchange rate changes

and cash equivalents at start of period

and cash equivalents at end of period

cash flow information:

paid during the period for:

disclosure of non-cash investing and financing information:

assets obtained in exchange for operating lease obligations

stock issued for technology-related intangible assets

stock issued for convertible bonds

in additional paid in capital due to forgiveness of loan

from related party and stock refund payable

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

1 unchanged sentence

TO THE UNAUDITED FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED FEBRUARY 28, 2022 AND 2021

THREE AND NINE MONTHS ENDED MAY 31, 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.

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

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.

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 .

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 (“Change of Control Transaction”).

Upon completion of the Change of Control Transaction, WKL Global owned 2,000,000

3 unchanged sentences

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”):

On completion of the Allotment Transactions, the total number of issued and outstanding shares of common stock of the Company

was 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.

Low and Chan Kok Wei agreed to sell all their ordinary shares of WKL Green Energy Sdn Bhd (“WKL Green Energy”) to

WKL Eco Earth Holdings Pte Ltd (“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 %

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.

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 Sdn Bhd (“WKL Eco Earth”) to WKL Eco Earth Holdings in consideration for

the allotment and issuance to WKL Global Limited, Allegro Investment (BVI) Limited and WKLEE Sellers of 49,320

shares, 8,280

shares and in aggregate 14,400

shares, respectively, of the common stock of the Company, or approximately 0.05 %, 0.009 %

and in aggregate 0.014 %,

respectively, of the Enlarged Share Capital.

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.

and the Relevant Interest Holders agreed to sell all relevant interests in the WKL Group (defined hereunder) 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

December 20, 2021, Dr.

7 unchanged sentences

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.

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 Eco Earth, 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,

3 unchanged sentences

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.

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.

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)

International Limited (British Virgin Islands)

of EvoAir International Limited

Eco Earth Holdings Pte Ltd (Singapore)

of WKL Eco Earth Holdings Pte Ltd

Eco Earth Sdn Bhd (Malaysia)

Green Energy Sdn Bhd (Malaysia)

Manufacturing (M) Sdn Bhd (Malaysia)

EcoEarth Indochina Co Ltd (Cambodia)

Guanzhen Green Technology Guangzhou Co Ltd (China)

of EvoAir Manufacturing (M) Sdn Bhd

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

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.

3 – GOING CONCERN

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.

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.

Company’s financial statements as of May 31, 2022, is prepared using generally accepted accounting principles in the United

States of America (“U.S.”) 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 May 31, 2022 and August 31, 2021, the Company had an accumulated deficit of $ 5,906,875 and $ 2,233,496 respectively.

The Company incurred

net loss of $ 4,001,086 and $ 803,996 for nine months ended May 31, 2022 and May 31, 2021, respectively.

The cash used in operating activities

for the nine months ended May 31, 2022, was $ 1,023,037 .

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.

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

3 unchanged sentences

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 %

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.

unaudited condensed consolidated financial statements include the accounts of the WKL Group, which comprises (i) Unex, (ii) EvoAir

International, (iii) WKL Eco Earth Holdings, its 100 % owned (a) WKL Eco Earth, (b) 100 % owned WKL Green Energy, (c) 67.5 %

owned EvoAir Manufacturing, which in turn holds 100 %

owned subsidiary Evo Air Marketing, (d) 55 %

owned WKL EcoEarth Indochina, and (e) 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

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 May 31, 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 (see Note 1 above) on

a pro forma basis.

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

consolidated statement of changes in equity, (deficit), and unaudited condensed consolidated statement of cash flows for the period

ending May 31, 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.

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 unaudited condensed 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

unaudited condensed consolidated statements of operations and comprehensive loss as an allocation of the total loss for the periods

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.

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 unaudited

condensed consolidated financial statements include, among others, revenue recognition, allowances for doubtful accounts, product

returns, provisions for obsolete inventory, valuation of intangible assets and long-lived assets, and deferred income tax asset

valuation allowances.

Actual results could differ materially from these estimates.

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

3 unchanged sentences

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.

Guanzhe conducts its business primarily in China and substantially all of revenues are denominated in RMB.

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

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

components in the financial statements.

As of May 31, 2022, and May 31, 2021, the Company established that there are items that

represented components of comprehensive income and, therefore, has included a statement of operations and comprehensive income in

the financial statements.

Conversion Features (“BCF”)

9 unchanged sentences

Currency Translation

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

functional currency of China 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

operations is Singapore dollars (“SGD”).

The functional currency of the Company’s Malaysia operations is 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.

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

monthly rates are used to translate revenues and expenses.

8 unchanged sentences

The resulting translation adjustment is reflected

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

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

shareholders’ equity/(deficit).

Receivable and Allowance for Doubtful Accounts

8 unchanged sentences

Interest is not charged on past due accounts.

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

of May 31, 2022, and August 31, 2021, our accounts receivable amounted to $ 60,978

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

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

consist primarily of finished goods, raw materials, and work-in-progress from WKL Eco Earth, WKL EcoEarth Indochina,

WKL Guanzhe Green, and EvoAir Manufacturing.

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

3 unchanged sentences

Prepayments and Other Receivables

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

paid in advance for set up cost for factory in China 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

2 unchanged sentences

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 equipment are depreciated over 5 to 10 years .

SUMMARY OF ESTIMATED USEFUL LIVES OF ASSETS

Plant and machineries

and equipment

and maintenance costs are charged to expense as incurred.

1 unchanged sentence

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.

Assets and Other Long-Lived Assets

Company’s intangible assets consist of patents and trademarks related to assignments of intellectual properties by Dr.

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.

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 discounted cash flows the assets are expected

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.

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

24 unchanged sentences

as deferred revenue on the balance sheet.

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

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

as revenue in October 2021.

3 unchanged sentences

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.

Operating lease assets and liabilities are included on our condensed consolidated balance sheet as of May 31, 2022.

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

7 unchanged sentences

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.

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.

26 unchanged sentences

Issued Accounting Pronouncements

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

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

standards, the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification™ (“ASC”) is the sole

source of authoritative 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.

October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities

from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized

and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers.

This ASU should

be applied prospectively to acquisitions occurring on or after the effective date of December 15, 2022, and early adoption is permitted.

There is no material impact on the Company’s financial statements.

In June 2016, the FASB issued ASU No.

2016-13 “Financial

Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments”;

In November 2019, the FASB issued

2019-10 “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842):

Effective Dates”;

In March 2020, the FASB issued ASU No.

2020-03 “Codification Improvements to Financial Instruments”;

which modifies the measurement of expected credit losses of certain financial instruments.

This ASU is effective for fiscal years and

interim periods within those years beginning after December 15, 2022.

The Company is currently assessing the impact of these ASUs on its

consolidated 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)

SUMMARY OF INVENTORIES

materials and supplies

Work-in-progress

inventory on hand

6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES

7 PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consists of the following:

prepayments and other receivables consists of the following:

SCHEDULE OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

and prepayment

receivables (Advances to suppliers)

7 PROPERTY, PLANT AND EQUIPMENT

plant and equipment consist of the following:

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

Office equipment

Furniture and equipment

Property plant and equipment gross

and machineries

and equipment

plant and equipment gross

accumulated depreciation

Property, plant and equipment ,net

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

Depreciation expense for the nine month ended May 31, 2022 was $ 59,987 .

8 – INTANGIBLE ASSETS

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

SUMMARIZES OF INTANGIBLE ASSETS

1-portable air cooler

2-condensing unit

lived intangible assets, gross

Accumulated amortization

Intangible assets, net

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

( 1,732,245 )

expense for intangible assets for the nine month ended May 31, 2022 was $ 1,732,245 .

9 CONVERTIBLE BONDS

bonds consist of the following:

OF CONVERTIBLE BONDS

SCHEDULE OF CONVERTIBLE BONDS

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

2 unchanged sentences

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

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

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

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

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

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

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

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

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