What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-12-14 compared with 2021-11-29 · 782 added, 293 removed, 36 unchanged (97% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

HOLDINGS INC.

THE FISCAL YEARS ENDED AUGUST 31, 2021 AND AUGUST 31, 2020

HOLDINGS INC.

THE FISCAL YEARS ENDED AUGUST 31, 2021 AND AUGUST 31, 2020

Report of Independent Registered Public Accounting Firm

Sheets as of August 31, 2021 and August 31, 2020

of Operations for the years ended August 31, 2021 and August 31, 2020

Statements of Changes in Stockholders’

Deficit for the years ended August 31, 2021 and August 31, 2020

of Cash Flows for the years ended August 31, 2021 and August 31, 2020

to the Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of UNEX HOLDINGS INC.:

the Shareholders and the Board of Directors of EvoAir Holdings Inc.

on the Financial Statements

have audited the accompanying balance sheets of Unex Holdings Inc.

(“the Company”) as of August 31, 2021 and August 31, 2020,

and the related statements of operations, stockholders’

equity, and cash flows for the years then ended, and

the related notes (collectively referred to as the “financial statements”).

have audited the accompanying balance sheet of EvoAir Holdings Inc.

(the “Company”) as of August 31, 2022, the related statements

of income, comprehensive income, shareholders’ equity, and cash flows for the year then ended August 31, 2022, and the related

notes to the financial statements and schedule (collectively, the financial statements).

In our opinion, the financial statements present

fairly, in all material respects, the financial positions of the Company as of August 31, 2021 and August 31, 2020, and the results of

its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United

concern uncertainty

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company has not yet established an ongoing source of revenue sufficient to cover its operating expenses

and allow it to continue as a going concern.

The Company has accumulated loss since inception which raise substantial doubt about its

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

fairly, in all material respects, the financial position of the Company as of August 31, 2022, and the results of its operations and

its cash flows for the year ended August 31, 2022, in conformity with accounting principles generally accepted in the United States of

Going concern uncertainty

The accompanying financial

statements have been prepared assuming that the Company will continue as a going concern.

As disclosed in Note 3 to the financial statements,

the Company had an accumulated deficit of $7,465,373.

The Company incurred net loss of $5,231,877 for year ended August 31, 2022.

cash used in operating activities were $1,540,167 for the year ended August 31, 2022.

The Company has accumulated loss since inception

which raise doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

3 unchanged sentences

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

7 unchanged sentences

a reasonable basis for our opinion.

Company has significant transactions with related parties, which are described in Note 6 to the financial statements.

Transactions involving

related parties cannot be presumed to be carried out on an arm’s length basis, as the requisite conditions of competitive, free

market dealings may not exist.

Audit Alliance LLP

have served as the Company’s auditor since 2021.

HOLDINGS INC.

BALANCE SHEETS

Dollars, except share data or otherwise stated)

OF AUGUST 31, 2022 AND AUGUST 31, 2021

August 31, 2022

August 31, 2021

Current assets

Cash and cash equivalents

Account receivables

Deposit, prepayments and other receivables

Total current assets

Non-current assets

AND STOCKHOLDERS’

due to related parties

Property, plant and equipment, net

Operating lease right-of-use assets

Technology-related intangible assets, net

Total non-current assets

Current liabilities

Stockholders’

stock, $0.001 par value, 75,000,000 shares authorized;

2,970,000 shares issued and outstanding

Paid-In-Capital

Stockholders’

Liabilities and Stockholders’

accompanying notes are an integral part of these audited financial statements

of Operations

Ended August 31,

of goods sold

and administrative expenses

Accounts payable and accruals

Other payables

Deferred revenue

Hire purchase creditor

Financial liability - Convertible Bonds

Amounts due to shareholders

Operating lease liability - current

Total current liabilities

Non-current liabilities

Non-current hire purchase creditor

Non-current operating lease liabilities

Total non-current liabilities

TOTAL LIABILITIES

Commitments and contingencies (Note 16)

Shareholders’ equity

Common stock, 1,000,000,000

par value, 101,853,397

and 2,970,000

shares issued and outstanding as at August 31, 2022 and August 31, 2021

Additional paid in capital

Shares to be issued

Accumulated other comprehensive income

Accumulated deficit

( 7,465,373 )

( 2,233,496 )

Non-controlling interest

Total shareholders’ equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

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

HOLDINGS INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Dollars, except share data or otherwise stated)

THE YEARS ENDED AUGUST 31, 2022 AND 2021

August 31, 2022

August 31, 2021

Cost of revenue

Operating expenses:

from continuing operations before income taxes

for income taxes

and diluted loss per common share

Weighted-average

number of common shares outstanding:

accompanying footnotes are an integral part of these financial statements.

OF SHAREHOLDERS’

Stockholder’s

at September 1, 2019

issued at $0.03

received from common stock subscriptions

at August 31, 2020

at August 31, 2021

accompanying footnotes are an integral part of these financial statements.

OF CASH FLOWS

ended August 31,

FLOWS FROM OPERATING ACTIVITIES

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

and asset written off

in operating assets and liabilities:

cash used in Operating Activities

FLOWS FROM FINANCING ACTIVITIES

proceeds from stock subscriptions

from a related party

cash provided by Financing Activities

changes in cash and cash equivalents

and cash equivalents, beginning of year

and cash equivalents, end of year $

Cash Flow Disclosures

paid for interest

paid for income taxes

Investing and Financing Activity:

Selling and marketing expenses

General and administrative expenses

Total operating expenses

Loss from operation

( 4,617,651 )

( 1,141,989 )

Other income/(expense)

Interest expense

( 1,005,498 )

Total other income/(expense)

Loss from operation before income taxes

( 5,556,627 )

( 1,165,025 )

Income tax expenses

$ ( 5,556,627 )

( 1,165,025 )

Net loss attributable to non-controlling interests

Net loss attributable to equity holders of the Company

( 5,231,877 )

( 1,084,886 )

Other comprehensive income:

Foreign currency translation adjustment

Total comprehensive loss

( 5,144,146 )

( 1,063,843 )

net comprehensive income attributable to non-controlling interests

Net comprehensive loss attributable to equity holders of the Company

( 5,116,599 )

( 1,061,872 )

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

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

TO FINANCIAL STATEMENTS

organization and business operations

HOLDINGS INC.

(the “Company”) is a corporation established under the corporation laws in the State of Nevada on February

The Company has adopted an August 31 fiscal year end.

Company is a development stage company and intends to provide geodesy services.

STATEMENT OF CHANGES IN EQUITY (DEFICIT)

Dollars, except share data or otherwise stated)

THE YEARS ENDED AUGUST 31, 2022 AND 2021

Additional paid in

Accumulated other comprehensive

Non-controlling

Balance at August 31, 2020

$ ( 1,148,610 )

$ ( 428,202 )

Forgiveness of loan from related party and stock refund payable

Capital contribution

Issuance of common stock for cash

Foreign currency translation adjustment

( 1,084,886 )

( 1,165,025 )

Balance at August 31, 2021

( 2,233,496 )

Beneficial conversion feature on financial liability -convertible bonds

Capital contribution

Issuance of common stock for convertible bonds

Issuance of common stock pursuant to share exchange agreement

Issuance of common stock for Intellectual Assets

Issuance of common stock for Cash

Foreign currency translation adjustment

( 5,231,877 )

( 5,556,627 )

Balance at August 31, 2022

$ ( 7,465,373 )

HOLDINGS INC.

STATEMENTS OF CASH FLOWS

Dollars, except share data or otherwise stated)

THE YEARS ENDED AUGUST 31, 2022 AND 2021

August 31, 2022

August 31, 2021

Cash flows from operating activities

$ ( 5,556,627 )

( 1,165,025 )

Adjustments for non-cash income and expenses:

Beneficial conversion feature of convertible bonds

Changes in operating assets and liabilities:

Decrease / (Increase) in accounts receivables

Increase in inventories

Decrease/ (Increase) in deposit, prepayments and advances to suppliers

( 1,185,426 )

Increase in operating lease right-of-use assets

Increase in accounts payable and accruals

Increase in deferred revenue

Decrease in stock refund payable

Increase in operating lease liabilities

Decrease in other payables

Decrease in amounts due to related party

Net cash used in operations

$ ( 1,540,167 )

$ ( 2,001,253 )

Cash flows from investing activity

Purchase of property and equipment

Net cash used in investing activity

$ ( 561,315 )

Cash flows from financing activities

Proceeds from hire purchase

Payments of hire purchase

Proceeds from issuance of common stock

Proceeds from shares to be issued

Proceeds from capital contribution

Net cash generated from financing activities

Net (decrease)/increase in cash and cash equivalents

( 1,646,760 )

Effect of exchange rate changes

Cash and cash equivalents at start of year

Cash and cash equivalents at end of year

Supplemental disclosure of non-cash investing and financing information :

Common stock issued for technology-related intangible assets

Common stock issued for convertible bonds

Increase 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.

HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED AUGUST 31, 2022, AND 2021

1 – ORGANIZATION AND BUSINESS OPERATIONS

EvoAir Holdings Inc., (formerly Unex Holdings Inc.) (the “Company”, “EVOH”, “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.

to the terms of a share transfer agreement dated December 20, 2021, Dr.

Low, the then sole executive officer and director of the Company

and the owner of 2,000,000 restricted shares of the Company’s ordinary shares representing approximately 67.34 % of the Company’s

then issued and outstanding shares, sold his entire shareholding of the Company to WKL Global Limited (“WKL Global”) for

an aggregate consideration of $ 100 .

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

67.34 % of the then issued and outstanding ordinary shares of the Company, which resulted in a change of control of the Company.

December 20, 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”):

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.

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.

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 EvoAir 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.

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.

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.

Effective from the December 20, 2021, it

wholly owned WKL Eco Earth Holdings, a company incorporated in Singapore on July 12, 2018, which in turn wholly owns a) WKL Eco

Earth, a Malaysian company incorporated on May 17, 2017, and b) WKL Green Energy a Malaysian company incorporated on October 24,

WKL Eco Earth Holdings acquired (c) EvoAir Manufacturing on April 19, 2021, a Malaysian company incorporated on March 22,

2019, as well as acquiring (d) WKL EcoEarth Indochina, a Cambodia company incorporated on February 4, 2021 (e) WKL Guanzhe Green

Technology Guangzhou, a Chinese company incorporated in April 6, 2021 and (f) Evo Air Marketing, a Malaysian company incorporated in

February 2, 2021, is a wholly owned subsidiary of EvoAir Manufacturing.

June 15, 2022, the Company filed a Certificate of Amendment (the “Amendment”) to the Articles of Incorporation with Nevada’s

Secretary of State to change the name of the Company from Unex Holdings Inc.

to EvoAir Holdings Inc.

(the “Name Change”),

and the Name Change became market effective on November 4, 2022.

Effective on November 11, 2022, the Company’s shares began trading

under the new ticker symbol “EVOH”.

Company consolidates the following subsidiaries:

OF CONSOLIDATED SUBSIDIARIES

Subsidiaries of EVOH

Attributable interest

EvoAir International Limited (British Virgin Islands)

Subsidiary of EvoAir International Limited

WKL Eco Earth Holdings Pte Ltd (Singapore)

Subsidiaries of WKL Eco Earth Holdings Pte Ltd

WKL Eco Earth Sdn Bhd(Malaysia)

WKL Green Energy Sdn Bhd (Malaysia)

EvoAir Manufacturing (M) Sdn Bhd (Malaysia)

WKL EcoEarth Indochina Co Ltd (Cambodia)

WKL Guanzhen Green Technology Guangzhou Co Ltd (China)

Subsidiary of EvoAir Manufacturing (M) Sdn Bhd

Evo Air Marketing (M) Sdn Bhd (Malaysia)

2 – CHANGE OF CONTROL

to the terms of a share transfer agreement dated December 20, 2021, Dr.

Low, the then sole executive officer and director of the Company

and the owner of 2,000,000 restricted shares of the Company’s ordinary shares representing 67.34 % of the Enlarged Share Capital, 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 Enlarged Share Capital, which resulted in a change of control of the Company.

3 – GOING CONCERN

The Company’s financial statements as of

August 31, 2021, are prepared using generally accepted accounting principles in the United States of America applicable as a going concern,

which contemplates the realization of assets and liquidation of liabilities in the ordinary course of business.

The Company has yet to

establish an ongoing source of revenue to finance its operating expenses and to continue operating as a going concern.

The Company has

accumulated loss from inception (February 17, 2017) to August 31, 2021 of $92,626.

These factors raised substantial doubt about the ability

of the Company to continue operating as a going concern for a reasonable period of time.

In order to continue operating as a going concern,

the Company is committed to work on procuring financial resources and develop business plans.

The Management plans to procure financial

resources from the Management and major shareholders to fund operating expenses as well as seeking third party equity and/or debt financing

to implement its business plans.

However, the Management is not able to provide any assurances that the Company will successfully executing

the plans in the near term.

These financial statements do not include any adjustments related to the recoverability and classification

of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going

Company’s financial statements as of August 31, 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 August 31, 2022, and August 31, 2021, the Company had an accumulated deficit of $ 7,465,373 and $ 2,233,496 respectively.

incurred net loss of $ 5,231,877 and $ 1,084,886 for years ended August 31, 2022, and August 31, 2021, respectively.

The cash used in operating

activities were $ 1,540,167 and $ 2,001,253 for the years ended August 31, 2022, and August 31, 2021, respectively.

It was brought to the

attention of the Management to assess going concern considering all facts and circumstances about the foreseeable future of the Company

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

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

1), the Management believes that the actions to be taken by the new Management to further implement the business plans for the New Business

including expansion in product offerings, geographical expansion, generate revenue through expansion of revenue streams and customer

base (retail, commercial and industrial as well as private label and licensing clientele), improvement of profitability by achieving

economies of scale provide the opportunity for the Company to continue as a going concern.

In addition, the Company is also working on

raising additional funding to finance the operations as well as business expansion.

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

do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities

that might be necessary should the Company be unable to continue as a going concern.

4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying audited financial statements as of August 31, 2021 and August 31, 2020 have been prepared in accordance with accounting

principles generally accepted in the United States of America (“GAAP”).

In the opinion of management, such financial information

includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company’s

financial position at such date and the operating results and cash flows for such periods.

Operating results for the twelve months ended

August 31, 2021 are not necessarily indicative of the results that may be expected for any subsequent interim period or for the next

Company has adopted an August 31 fiscal year-end.

preparation of the audited financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

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

The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that

it believes to be reasonable.

As future events and their effects cannot be determined with precision, actual results could differ from

the estimates that may cause the Company’s future results to be affected.

of presentation and principles of consolidation :

accompanying consolidated financial statements have been prepared by EVOH and its subsidiaries (the “Group” or “EvoAir 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”).

consolidated financial statements include the accounts of EvoAir International, WKL Eco Earth Holdings,

WKL Eco Earth, WKL Green Energy, and its 67.5 % owned EvoAir Manufacturing which included a 100 % owned subsidiary Evo Air Marketing, 55 %

owned WKL EcoEarth Indochina, and its 55 % owned WKL Guanzhe as part of the Transaction contemplated in Note 1.

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

GAAP to account

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

Under this method of accounting,

EVOH’s consolidated balance sheets as of August 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.

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 consolidated statements of operations

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

of the Company.

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the

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

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

Key estimates in the accompanying 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 Rights of Use (“ROU”) assets (including lease liabilities), 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.

and Cash Equivalents

Company considers all highly liquid short-term instruments that are purchased with an original maturity of three months or less to be

cash equivalents.

The Company did not have any cash equivalents as of August 31, 2021.

and Equipment

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

Subscriptions Receivable

subscriptions are recorded as contra-equity on the day the subscription agreement is signed and accepted by the Company.

All stock subscribed

as of the date of these financial statements has been fully paid.

Loss per Common Share

loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined

by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.”

Basic earnings per common share (“EPS”)

calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year.

Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares

and dilutive common share equivalents outstanding.

Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,”

which requires,

among other things, an asset and liability approach to calculating deferred income taxes.

The asset and liability approach require the

recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying

amounts and the tax bases of assets and liabilities

valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the

net deferred asset will not be realized.

Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions.

When tax returns are filed,

it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject

to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.

In accordance

with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which,

based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination,

including the resolution of appeals or litigation processes, if any.

Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more

than 50 percent likely of being realized upon settlement with the applicable taxing authority.

The portion of the benefits associated

with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits

in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon

The Company believes its tax positions will be highly certain of being upheld upon examination.

As such, the Company has

not recorded a liability for uncertain tax benefits.

Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position

is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively

settled upon the completion of an examination by a taxing authority without being legally extinguished.

For tax positions considered

effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely

than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open.

Value Measurements

Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used

in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which

approximates their fair values because of the short-term nature of these instruments.

820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the

principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement

ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize

the use of unobservable inputs when measuring fair value.

ASC 820 describes three levels of inputs that may be used to measure fair value:

quoted prices in active markets for identical assets or liabilities

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

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

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

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 GAAP literature recognized

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

The Company places its

cash with a high credit quality financial institution.

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

The government of People’s

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

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

Comprehensive

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

in the financial statements.

As of August 31, 2022, and August 31, 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.

Conversion Features (“BCF”)

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

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

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

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

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

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

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

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

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

Currency Translation

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

The functional currency of the Company’s Singapore

operations 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.

monthly rates are used to translate revenues and expenses.

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

at the dates of the transaction.

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

of net income for the respective periods.

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

rate in effect at the balance sheet dates.

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

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

The resulting translation adjustment is reflected

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

Receivable and Allowance for Doubtful Accounts

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

The allowance for doubtful accounts

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

An allowance for doubtful accounts is recorded in the period when loss

is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging and other

The Company reviews

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

An account receivable is written off after all collection effort has

Recoveries of receivables previously written off are recorded

when received.

Interest is not charged on past due accounts.

of August 31, 2022, and August 31, 2021, our accounts receivable amounted to $ 85,960 and $ 127,802 , respectively, with no allowance for

doubtful accounts for both periods.

consist primarily of finished goods, raw materials, and work-in-process (“WIP”) from WKL Eco Earth, WKL EcoEarth Indochina,

WKL Guanzhe, and EvoAir Manufacturing.

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

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

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

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

prepayments, and other receivables

Deposit, prepayments and other receivables are comprised

of prepayments paid to vendors to initiate orders and prepaid services fees and are classified as current assets if such amounts are

to be recognized within one year from the balance sheet date.

Plant and Equipment

plant and equipment are recorded at cost.

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

the related capitalized assets.

Property and equipment are depreciated over 5 to 10 years .

SUMMARY OF ESTIMATED USEFUL LIVES OF ASSETS

Plant and machineries

Office equipment

Furniture and equipment

and maintenance costs are charged to expense as incurred.

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

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

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 undiscounted 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

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

In addition, the standard requires disclosure of the nature,

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

The Company does not disaggregate its

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

The amount of revenue

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

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

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

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

in the context of the contract;

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

allocation of the transaction price to the performance obligations;

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

each performance obligation.

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

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

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

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

of these performance obligations are distinct.

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

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

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

The customer payments received in advance are recorded

as deferred revenue on the balance sheet.

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

as revenue in October 2021.The Company recognized $ 513,072 deferred revenue as of August 31, 2022, with $ 112,176 recognized as revenue as of the report date.

have entered into operating agreements primarily for office and factory.

We determine if an arrangement is a lease at inception.

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

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

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

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

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

in most of our leases is not readily determinable.

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

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

Operating lease

assets also include any prepaid lease payments and lease incentives.

Our lease terms include periods under options to extend or terminate

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

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

determining the lease assets and liabilities.

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

lease agreements generally contain lease and non-lease components.

Non-lease components primarily include payments for maintenance and

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

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

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

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

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

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

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

that a deferred tax asset will not be realized.

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

the consolidated statements of operations.

of Fair Value

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

an orderly transaction between market participants at the measurement date.

Financial assets are marked to bid prices and financial liabilities

are marked to offer prices.

Fair value measurements do not include transaction costs.

A fair value hierarchy is used to prioritize the

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

Categorization within the fair value hierarchy is based on

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

The fair value hierarchy is defined in the following three

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

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

Unobservable inputs that are not corroborated by market data.

(Loss) per Share

Company computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, “Earnings per

Share.” Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the

weighted average number of common shares outstanding during the reporting period.

Diluted earnings per share reflects the potential

dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest

resulting in the issuance of common stock that could share in the earnings of the Company.

As of August 31, 2022, the Company has no

potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Issued Accounting Pronouncements

for rules and interpretive releases of the U.S.

Securities and Exchange Commission (“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 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.

The Company is evaluating the impact of this

amendment on its financial statements.

February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC

Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

119 and Update to SEC Section on Effective Date Related to Accounting Standards

2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies.

ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December

The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate

a material impact on results of operations.

The Company is in the process of determining the effects adoption will have on its financial

September 24, 2018, the Company purchased a computer for $950.

For the years ended August 31, 2021 and 2020, the Company recognized $158

and $317 in depreciation expense, respectively.

The Company depreciates this asset over a period of thirty-six (36) months which has

been deemed its useful life.

February 28, 2021, the Company wrote off the computer based on the terms of the Agreement (defined hereunder) disclosed in Note 7 wherein

Veniamin Minkov warranted that on the Effective Date (defined hereunder) the Company will have no assets and no debt of any kind including

no outstanding tax liabilities and that all existing contracts entered into by the Company shall be cancelled without liability.

5 - Stockholders’

Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.

the year ended August 31, 2020, the Company cancelled 65,000 of its common stock and accrued a stock payable of $1,950.

The Company wrote-off

stock payable of $1,950 based on the terms of the Agreement disclosed in Note 7 wherein Veniamin Minkov warranted that on the Effective

Date the Company will have no assets and no debt of any kind including no outstanding tax liabilities and that all existing contracts

entered into by the Company shall be cancelled without liability.

of August 31, 2021 and 2020, the Company had 2,970,000 shares and 2,970,000 shares issued and outstanding, respectively.

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

June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 adds a current

expected credit loss (“CECL”) impairment model to U.S.

GAAP that is based on expected losses rather than incurred losses.

Modified retrospective adoption is required with any cumulative-effect adjustment recorded to retained earnings as of the beginning of

the period of adoption.

ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within

the year of adoption.

Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within

those fiscal years.

The Company does not expect the application of the CECL impairment model to have a significant impact on its allowance

for uncollectible amounts for accounts receivable.

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.

5 INVENTORIES

consist of the following:

SUMMARY OF INVENTORIES

Finished goods

Raw materials and supplies

Work in progress

Total inventory on hand

6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES

prepayments, and other receivables consists of the following:

SCHEDULE OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

Deposits and Prepayment

Other receivables (Advances from suppliers)

7 PROPERTY, PLANT AND EQUIPMENT, NET

plant, and equipment consist of the following:

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

Plant and machineries

Office equipment

Furniture and equipment

plant and equipment gross

Accumulated depreciation

Property, plant and equipment, net

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

Depreciation expense for the year ended August 31, 2022, was $ 95,158 .

8 – INTANGIBLE ASSETS

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

SUMMARIZES OF INTANGIBLE ASSETS

Technology 1-Portable Air Cooler

Technology 2-Condensing Unit

lived intangible assets, gross

Accumulated amortization

( 2,771,592 )

Intangible assets, net

expense for intangible assets for the year ended August 31, 2022, was $ 2,771,592 .

9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

payables and accruals, and other payables consist of the following:

OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE

Accounts payable

Other payables

10 CONVERTIBLE BONDS

bonds consist of the following:

SCHEDULE OF CONVERTIBLE BONDS

Convertible 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

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

Accrued interests were paid on

November 15, 2020 .

The Company issued 49,383

shares of common stock pursuant to the conversion of convertible bonds at 10 % discount to the

issue price upon completion of the Transaction.

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

Accrued interests were paid on November

The Company issued 205,762

shares of common stock pursuant to the conversion of convertible bonds at 10 % discount to the

issue price upon completion of the Transaction

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

Accrued interests were paid on November

The Company issued 1,647

shares of common stock pursuant to the conversion of convertible bonds at 10 % discount to the

issue price upon completion of the Transaction

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

Accrued interests were paid on November

The Company issued 82,305

shares of common stock pursuant to the conversion of convertible bonds at 10 % discount to the

issue price upon completion of the Transaction

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

Accrued interests were paid on November

The Company issued 24,692

shares of common stock pursuant to the conversion of convertible bonds at 10 % discount to the

issue price upon completion of the Transaction

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

Accrued interests were paid on November

The Company issued 205,762

shares of common stock pursuant to the conversion of convertible bonds at 10 % discount to the

issue price upon completion of the Transaction

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

Accrued interests were paid on November

The Company issued 329,219

shares of common stock pursuant to the conversion of convertible bonds at 10 % discount to the

issue price upon completion of the Transaction

Convertible bonds payable to a private investor,interest free.

The Company issued 205,762

shares of common stock pursuant to the conversion of convertible bonds at 10 %

discount to the issue price upon completion of the Transaction

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

Accrued interests were paid on November

The Company issued 15,523

shares of common stock pursuant to the conversion of convertible bonds at 10 % discount to the

issue price upon completion of the Transaction

accrued interests from above convertible bonds have been settled on November 15, 2020.

All principals were converted into a total of

1,116,055 shares at S$ 0.9

per share based on 10 % discount to issue price

of US 1.00 , i.e.

(US$ 0.90 ) (“Conversion Price”) at the closing date.

The company determined a 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.

contingent BCF is measured on the basis of the commitment-date stock price, it is not recognized until the contingency occurs.

the year ended August 31, 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 .

11 RELATED PARTY TRANSACTIONS

support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company

can support its operations or attains adequate financing through sales of its equity or traditional debt financing.

There is no formal

written commitment for continued support by officers, directors, or shareholders.

Amounts represent advances or amounts paid in satisfaction

of liabilities.

The advances are considered temporary in nature and have not been formalized by a promissory note.

February 17, 2017 (Inception) through February 28, 2021, the Company’s sole officer and director loaned the Company $11,567 to

pay for incorporation costs and operating expenses.

The loan is unsecured, non-interest bearing and repayable on demand.

Minkov, confirmed to the Board of Directors (“Board”) of the Company to forgive the loan extended by him to the Company amounting

The Company wrote off cash balance of $40 and carrying amount of a fixed asset of $185 against a loan from related party

The balance of the loan from related party and stock payable of $1,950 amounting to $13,292 were written off against additional

paid-in capital.

addition, based on the terms of the Agreement disclosed in Note 7 wherein Veniamin Minkov warranted that on the Effective Date the Company

will have no assets and no debt of any kind including no outstanding tax liabilities and that all existing contracts entered into by

the Company shall be cancelled without liability.

During the year ended August 31, 2021, a company

related to Dr Low Wai Koon, the Company’s new sole officer and director, has paid fees on behalf of the Company in view that the

Company has yet to open new bank account in the United States of America after Change of Control disclosed in Note 7 due to travel restrictions

imposed as a result of Covid-19 pandemic.

The amount due to related parties were provided as unsecured obligations.

The funds were used

to pay audit and professional fees on behalf of the Company.

The obligations bear no interest, have no fixed term and are not evidenced

by any written agreement.

As of August 31, 2021, the balance in due to related party is $44,134.

CHANGE OF CONTROL

to the terms of the Securities Purchase Agreement dated February 26, 2021, by and among Veniamin Minkov, the former sole officer, director,

and majority stockholder of the Company and Low Wai Koon (the “Agreement”), effective February 26, 2021 (the “Effective

Time”), Veniamin Minkov, the then sole executive officer and director of the Company and the owner of 2,000,000 restricted shares

of the Company’s common stock representing 67.34% of the Company’s issued and outstanding common stock (“Unex Shares”),

sold the Unex Shares to Low Wai Koon for an aggregate consideration of $340,000, or approximately $0.17 per share.

In addition, certain

stockholders purchased 966,000 shares of the Company’s common stock in a series of private transactions for $0.05176 a share from

non-affiliates of the Company (the “Non-Affiliate Shares”).

Upon completion of the purchase of the Unex Shares, Low Wai Koon

owned 2,000,000 shares, or approximately 67.34% of the issued and outstanding common stock of the Company, which resulted in a change

of control of the Company.

Upon completion of the Non-Affiliate Shares, certain stockholders owned 966,000 shares or approximately 32.53%

of the issued and outstanding common stock of the Company.

connection with the Agreement, on February 26, 2021, Veniamin Minkov resigned as the President, Treasurer, and Secretary of the Company

and Chairman of the Board of the “Company.

Minkov’s resignation as President, Treasurer, and Secretary of the Company

and Chairman of the Board was effective immediately.

Minkov’s resignation as a director became effective on March 4, 2021.

Minkov’s resignation, he appointed Low Wai Koon as the Company’s director and Chairman of the Board, Chief Executive

Officer, Chief Financial Officer, President, Secretary and Treasurer, of the Company.

accordance with the terms of the Agreement, Veniamin Minkov warranted that on the Effective Date the Company will have no assets and

no debt of any kind including no outstanding tax liabilities and that all existing contracts entered into by the Company shall be cancelled

without liability.

Company has no tax provision for any period presented due to our history of operating losses.

the event an ownership change, Section 382 imposes an annual limitation on the amount of taxable income we may offset with U.S.

This annual limitation is generally equal to the product of the value of our shares on the date of the ownership change multiplied by

the long-term tax-exempt rate in effect on the date of the ownership change.

The long-term tax-exempt rate is published monthly by the

Internal Revenue Service.

Any unused Section 382 annual limitation may be carried over to later years until the applicable expiration

date for the respective U.S.

of August 31, 2021, the Company had estimated net operating loss carryforwards of approximately $0.1 million.

The ownership change (refer

to Note 7), as defined under Section 382, our ability to utilize our U.S.

NOLs would become substantially limited.

Future tax benefits

which may arise as a result of these losses have not been recognized in these financial statements, as management has determined that

their realization is not likely to occur and accordingly, the Company has recorded a valuation allowance for the full value of the deferred

tax asset relating to these tax losses carry forwards.

Additionally, the Company has not filed tax returns;

accordingly the potential

realizability of this loss in future periods is indeterminable.

due to shareholders

due to shareholders are non-interest bearing, unsecured, have no fixed repayment term, and are not evidenced by any written agreement.

The Company reported amount due to shareholders of $ 2,301 and $ 52,481 as of August 31, 2022, and August 31, 2021, respectively.

Awareness Sdn Bhd

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.

sales generated from ECo Awareness Sdn Bhd amounted to $ 22,903 and $ 190,640 during the years ended August 31, 2022, and August 31, 2021,

respectively.

The accounts receivable from ECo Awareness Sdn Bhd amounted to $ 0 and $ 77,830 as of August 31, 2022, and August 31, 2021,

respectively.

purchases from ECo Awareness Sdn Bhd amounted to $ 15,904 and $ 70,820 during the years ended August 31, 2022, and August 31, 2021, respectively.

The accounts payable due to ECo Awareness Sdn Bhd amounted $ 0 and $ 70,650 as of August 31, 2022, and August 31, 2021, respectively.

12 STOCKHOLDERS’ EQUITY

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.

the year ended August 31, 2021, a related party forgive a loan and stock refund payable amounting to $ 13,292 ,

which were written off against additional paid-in capital.

the year ended August 31, 2021, the Company received cash proceeds of $ 2,392,500 from capital contribution.

The Company also received

cash proceeds of $ 861,883 from shares to be issued, and those shares were issued during year ended August 31, 2022.

the year ended August 31, 2022, the Company issued 1,116,055 shares of common stock in connection with the conversion of $ 1,004,442 in

principal related to its convertible bonds.

the year ended August 31, 2022, the Company issued 83,147,767 shares of common stock in connection with Dr.

Low’s two deeds of

assignments of intellectual properties.

the year ended August 31, 2022, the Company issued 14,443,501 shares of common stock pursuant to investment exchange agreements with

relevant interest holders in relation to capital raising undertaken by WKL Eco Earth Holdings in prior years.

the year ended August 31, 2022, the Company issued 30,000 shares of common stock pursuant to share exchange agreement with WKL Eco Earth

Holdings for acquisition of WKL Green Energy and issued 72,000 shares of common stock pursuant to share exchange agreement for the acquisition

of WKL Eco Earth.

the year ended August 31, 2022, the Company issued 74,074 shares of common stock, par value $ 0.001 per share (“Common Stock”),

at a per share purchase price of $ 2.50 (the “Offering”) for gross proceeds of $ 185,185 , 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 year ended August 31, 2022, the Company received cash proceeds of $ 199,845

from capital contribution.

The Company also received cash proceeds of $ 75,000

from 30,000 shares to be issued, and those shares were issued on October 26, 2022.

of August 31, 2022, and August 31, 2021, the Company had 101,853,397 and 2,970,000 shares of its common stock issued and outstanding,

respectively.

13 INCOME TAXES

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”).

We are routinely undergoing examinations in the jurisdictions

in which we operate.

Company has operations in Singapore, Malaysia, Cambodia, BVI, and China that are subject to taxes in the jurisdictions in which they

operate, as follows:

Eco Earth Holdings is incorporated in Singapore, and under the current tax laws of Singapore, its standard corporate income tax rate

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 %.

EcoEarth Indochina is incorporated in Cambodia, and under the current tax laws of Cambodia, its standard corporate tax rate is 20 %.

International is incorporated in BVI, and a BVI Business Company is exempt from the BVI income tax.

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 %.

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.

Reconciliation

between the statutory tax rate to income before income taxes and the actual provision for income taxes is as follows:

OF RECONCILIATION BETWEEN THE STATUTORY TAX RATE AND THE ACTUAL PROVISION

Twelve Months Ended

US Statutory rate

Effect of reconciling items for tax purposes

Effective income tax rate

components of net deferred tax assets are as follows:

SCHEDULE OF COMPONENTS ON NET DEFERRED TAX ASSET

Net operating loss carry-forward

valuation allowance

( 7,470,000 )

( 2,230,000 )

Net deferred tax asset

Company had net operating loss carry forwards for tax purposes of approximately $ 7,470,000 at August 31, 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.

14 ROU ASSET AND LEASES

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 the Company’s leases of office and factory.

Company elected to not recognize 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.

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.

measuring lease liabilities for leases that were classified as operating leases as of August 31, 2022, the Company discounted lease payments

using its estimated incremental borrowing rate of 10 %.

following is a summary of ROU asset and operating lease liabilities:

SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES

Operating lease liabilities

Total lease liabilities

of August 31, 2022, remaining maturities of lease liabilities were as follows:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Operating lease

2027 and thereafter

15 CONCENTRATIONS

For the years ended August 31, 2022, and 2021, the following customers comprised more than 10% of total sales:

OF CUSTOMERS COMPRISED OF TOTAL SALES

For the years

Accounted for less than 10%

for the period

As of the years ended August 31, 2022, and 2021, the following customers comprised more than 10% of total accounts receivable:

OF CUSTOMERS COMPRISE OF TOTAL ACCOUNTS RECEIVABLE

For the year ended

Accounted for less than 10 %

for the year end

For the years ended August 31, 2022, and 2021, the following vendors comprised more than 10% of total purchases:

OF VENDORS COMPRISED OF TOTAL PURCHASES

For the years

Accounted for less than 10%

for the period

16 COMMITMENTS AND CONTINGENCIES

October 8, 2021, a filing (the “Filing”) was made with the Kuala Lumpur High Court by a reseller (the “Reseller”)

of the Company’s INCU ionic nano copper solution (the “Solution”) and the Reseller’s related party (together

with the Reseller, the “Plaintiffs”).

Reseller was authorized by WKL Eco Earth’s sole distributor of the Solution (the “WKL Distributor”) to resell the Solution

together with a diffuser with a capacity of not more than 1000ml through a tripartite agreement (the “Tripartite Agreement”)

entered into between (a) the Reseller, (b) the WKL Distributor and (c) a solution packaging company (the “Packaging Company”).

WKL Eco Earth was not a party to the Tripartite Agreement and did not directly authorize or engage the Reseller in the resale of the

the Filing, the Plaintiffs claimed against (i) WKL Eco Earth;

(iii) Chan Kok Wei, (iv) the Packaging Company and (v) two

directors of the Packaging Company for loss and damages arising from an alleged breach of contract, defamation and tort of inducement.

The Plaintiffs also alleged that pursuant to the Tripartite Agreement, WKL Eco Earth was prohibited from selling the Solution to any

party other than the WKL Distributor and allow for the resale of the Solution by the Plaintiffs without limitation, and that the Plaintiffs

were not confined in their resale of the Solution to a diffuser with a capacity of not more than 1000ml.

Company believes the claims are without merit and will defend itself against the claims.

Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.

The outcome of

the above case very much depends on the evidence produced and the weight of the Court places on the evidence.

As it stands, WKL has a

probability of success in its Counterclaim against the parties.

Management does not believe, based upon information available at this

time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations

or cash flows.

17 SUBSEQUENT EVENTS

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to August 31, 2022, to the date

these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these

consolidated financial statements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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:

September 2022, the Company agreed to issue and sell 119,621 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 Company received

the gross proceeds from the Offering of $ 299,055 on September 14, 2022, September 15, 2022, and September 27, 2022, respectively.

shares were issued to the Investors on October 26, 2022.

June 15, 2022, the Company filed a Certificate of Amendment (the “Amendment”) to the Articles of Incorporation with Nevada’s

Secretary of State to change the name of the Company from Unex Holdings Inc.

to EvoAir Holdings Inc.

(the “Name Change”),

and the Name Change became market effective on November 4, 2022.

Effective on November 11, 2022, the Company’s shares began trading

under the new ticker symbol “EVOH”.

CHANGES IN AND DISAGREEMENTS

WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data