What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-01-17 compared with 2022-07-19 · 379 added, 448 removed, 285 unchanged (74% of the section changed)

FINANCIAL STATEMENTS

HOLDINGS INC.

EVOAIR HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars, except share data or otherwise stated)

OF MAY 31, 2022 AND AUGUST 31, 2021

Cash and cash equivalents

prepayments and other receivables

lease right-of-use assets

OF NOVEMBER 30, 2022 AND AUGUST 31, 2022

November 30, 2022

August 31, 2022

Current assets

and equipment, net

Technology-related

intangible assets, net

Cash and cash equivalents

Accounts receivable

Deposit, prepayments and other receivables

Total current assets

Non-current assets

payable and accruals

purchase creditor

liability - convertible bonds

due to shareholders

lease liability - current

Property, plant and equipment, net

Operating lease right-of-use assets

Technology-related intangible assets, net

Total non-current assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

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

Accounts payable and accruals

Income tax payable

Other payables

Deferred revenue

Hire purchase creditor

Amounts due to shareholders

Operating lease liabilities - 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 14)

Shareholders’ equity

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

$ 0.001 par value, 102,003,018 and 101,853,397 shares issued and outstanding as at November 30, 2022 and August 31, 2022

Additional paid in capital

Shares to be issued

Accumulated other comprehensive income

Accumulated deficit

( 8,838,700 )

( 7,465,373 )

Non-controlling

shareholders’ equity

LIABILITIES AND SHAREHOLDERS’ EQUITY

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

Non-controlling interest

Total shareholders’ equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

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

HOLDINGS INC.

1 unchanged sentence

Dollars, except share data or otherwise stated)

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

and marketing expenses

and administrative expenses

THE THREE MONTHS ENDED NOVEMBER 30, 2022 AND 2021

November 30, 2022

November 30, 2021

Cost of revenue

Gross (loss)/profit

Operating expenses:

from operation

( 1,419,511 )

( 3,022,883 )

income/(expense)

(expense), net

Selling and marketing expenses

General and administrative expenses

Total operating expenses

Loss from operation

( 1,447,120 )

income/(expense), net

Other income/(expense)

from operation before income taxes

( 1,429,356 )

( 4,001,086 )

Interest expense

Total other income/(expense)

Loss from operation before income taxes

( 1,440,143 )

Income tax expenses

$ ( 1,440,362 )

Net loss attributable to non-controlling interests

loss attributable to equity holders of the Company

( 1,293,322 )

( 3,673,379 )

comprehensive income/(loss) :

currency translation adjustment

comprehensive loss

( 1,337,160 )

( 3,517,964 )

( 1,139,446 )

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

comprehensive loss attributable to equity holders of the Company

Net loss attributable to equity holders of the Company

( 1,373,327 )

Other comprehensive (loss)/income:

Foreign currency translation adjustment

Total comprehensive loss

( 1,391,234 )

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

Net comprehensive loss attributable to equity holders of the Company

( 1,387,050 )

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.

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 condensed consolidated financial statements.

HOLDINGS INC.

1 unchanged sentence

Dollars, except share data or otherwise stated)

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

AND NINE MONTHS ENDED MAY 31, 2022

THE THREE MONTHS ENDED NOVEMBER 30, 2022 AND 2021

Accumulated Other

Comprehensive

at August 31, 2021

$ ( 2,233,496 )

currency translation adjustment

at November 30, 2021

( 2,508,704 )

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

of common stock for cash

( 2,104,849 )

( 2,188,398 )

at February 28, 2022

$ ( 4,613,553 )

currency translation adjustment

of common stock for cash

( 1,293,322 )

Non-controlling

Balance as of August 31, 2021

$ ( 2,233,496 )

at May 31, 2022

Foreign currency translation adjustment

Balance as of November 30, 2021

( 2,508,704 )

AND NINE MONTHS ENDED MAY 31, 2021

Additional paid

Accumulated other

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

$ ( 1,782,528 )

Non-controlling

income/ (loss)

Balance as of August 31, 2022

$ ( 7,465,373 )

Capital contribution

Issuance of common stock for Cash

Foreign currency translation adjustment

Balance at May 31, 2021

( 1,373,327 )

( 1,440,362 )

Balance as of November 30, 2022

$ ( 8,838,700 )

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

$ ( 129,973 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

HOLDINGS INC.

1 unchanged sentence

Dollars, except share data or otherwise stated)

THE NINE MONTHS ENDED MAY 31, 2022 AND 2021

flows from operating activities

THE THREE MONTHS ENDED NOVEMBER 30, 2022 AND 2021

November 30, 2022

November 30, 2021

Cash flows from operating activities

$ ( 1,440,362 )

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

Adjustments for non-cash income and expenses:

Changes in operating assets and liabilities:

Decrease in accounts receivable

Decrease/(Increase) in inventories

Decrease in deposit, prepayments and other receivables

Decrease in operating lease right-of-use assets

Decrease in accounts payable and accruals

Decrease in deferred revenue

Decrease in operating lease liabilities

(Decrease)/Increase in other payables

Decrease in amounts due to shareholders

Net cash used in operations

$ ( 264,216 )

flows from investing activities

of property and equipment

Cash used in investing activities

$ ( 159,933 )

flows from financing activities

from capital raising

Cash generated from financing activities

(decrease)/increase in cash and cash equivalents

Cash flows from investing activity

Purchase of property, plant and equipment

Net cash used in investing activity

$ ( 507,545 )

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.

Cash flows from financing activities

Proceeds from hire purchase

Payments of hire purchase

Proceeds from issuance of common stock

Proceeds from capital contribution

Net cash generated from financing activities

Net increase/(decrease) in cash and cash equivalents

Effect of exchange rate changes

Cash and cash equivalents at start of year

Cash and cash equivalents at end of year

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

HOLDINGS INC.

TO THE UNAUDITED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED MAY 31, 2022 AND 2021

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE THREE MONTH ENDED NOVEMBER 30, 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

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 end.

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

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

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

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

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

was 101,779,323 (“Enlarged Share Capital”):

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”):

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 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

Low and Chan Kok Wei entered into a share exchange agreement with WKL Eco Earth Holdings Pte Ltd ( “ WKL

Eco Earth Holdings”) , pursuant to which Dr.

Low and Chan Kok Wei agreed to sell all their ordinary shares of WKL Green

Energy Sdn Bhd (“WKL Green Energy”) to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL

Global Limited and Allegro Investment (BVI) Limited of 24,000

shares and 6,000

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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 (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

entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to which Tan Soon Hock, Ivan Oh Joon Wern

and the Relevant Interest Holders agreed to sell all relevant interests in the EVOH and its subsidiaries (“EvoAir Group” or the (“Group”)) to WKL Eco Earth Holdings in consideration

for the allotment and issuance of 7,037,762 shares, 2,520,000 shares and in aggregate 6,001,794 shares, respectively, of the common

stock of the Company, or approximately 6.91 %, 2.48 % and in aggregate 5.90 %, respectively, of the Enlarged Share Capital.

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

December 20, 2021, Dr.

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

WKL EcoEarth Indochina Co.

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

and Evo Air Marketing (M) Sdn.

(“Evo Air Marketing”) (together with Unex and Evo Air International, the “WKL Group”

or “the Group”).

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

commercial and industrial uses.

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

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

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

The WKL Group utilizes its patented-pending air conditioning technology

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

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

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:

International is a company incorporated in the British Virgin Islands (“BVI”) on November 17, 2021.

Effective from the December 20, 2021, it wholly owns 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, 2017.

WKL Eco Earth Holdings acquired (c) EvoAir Manufacturing (M) Sdn Bhd (“EvoAir

Manufacturing”) on April 19, 2021, a Malaysian company incorporated on March 22, 2019, as well as acquiring (d) WKL EcoEarth

Indochina Co Ltd (“WKL EcoEarth Indochina”), a Cambodia company incorporated on February 4, 2021 (e) WKL Guanzhe Green

Technology Guangzhou Co Ltd (“WKL Guanzhe”), a Chinese company incorporated on April 6, 2021.

EvoAir Manufacturing

wholly owns (f) Evo Air Marketing (M) Sdn Bhd (“Evo Air Marketing”), a Malaysian company incorporated on February 2,

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”.

Details of the Company’s subsidiaries:

OF CONSOLIDATED SUBSIDIARIES

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)

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 Guanzhe Green Technology Guangzhou Co Ltd (China)

Subsidiary of EvoAir Manufacturing (M) Sdn Bhd

Evo Air Marketing (M) Sdn Bhd (Malaysia)

2 – CHANGE OF CONTROL

1 unchanged sentence

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.

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

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.

Company’s financial statements as of November 30, 2022, is prepared using generally accepted accounting principles in the

United States of America (“U.S.

GAAP”) 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 established a sustainable ongoing source of

revenues sufficient to cover its operating costs and allow it to continue as a going concern.

of November 30, 2022, and August 31, 2022, the Company had an accumulated deficit of $ 8,838,700 and

$ 7,465,373 respectively.

The Company incurred net loss of $ 1,440,362 and

$ 383,332 for

three months ended November 30, 2022, and November 30, 2021, respectively.

The cash used in operating activities were $ 264,216 and

$ 159,933 for

the three months ended November 30, 2022, and November 30, 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

1), the Management believes that the actions to be taken by the 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

3 unchanged sentences

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.

unaudited condensed consolidated financial statements 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 and Principles of Consolidation

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

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

accompanying unaudited condensed consolidated financial statements have

been prepared by the Group in accordance with U.S.

generally accepted accounting principles (“U.S.

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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.

unaudited condensed consolidated financial statements include the accounts of EvoAir

International, WKL Eco Earth Holdings and its subsidiaries namely (i) 100 % owned WKL Eco Earth, (ii) 100 % owned WKL Green Energy, (iii) 67.5 % owned EvoAir Manufacturing (which includes its wholly owned subsidiary Evo Air Marketing), (iv) 55 % owned WKL EcoEarth Indochina,

and (v) 55 % owned WKL Guanzhe.

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 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.

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 condensed consolidated balance sheets as of November 30, 2022, and August 31, 2022, 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 on consolidation.

In the opinion of the Management, the accompanying financial

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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.

condensed consolidated statements of operations and comprehensive loss as an allocation of the total loss for the year between

non-controlling interest holders and the stockholders of the Company.

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect

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

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

Key estimates in the accompanying 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.

GAAP requires the 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

unaudited condensed consolidated financial statements include, inter-alia , 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.

3 unchanged sentences

cash with a high credit quality financial institution.

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.

Guanzhe’s business is primarily conducted in China and substantially

all of its revenue is denominated in Chinese Renminbi (“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 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”)

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.

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

in the financial statements.

As of November 30, 2022, and August 31, 2022, the Company established that there are items that represented

components of comprehensive income and, therefore, has included a statement of comprehensive income/loss in the financial statements.

Currency Translation

functional currency of China 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 dates.

monthly rates are used to translate revenues and expenses.

functional currency of Chinese operations is 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 (“RM”).

The Management has adopted ASC 830 “Foreign Currency Matters” for transactions

that occur in foreign currencies.

Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing

at the balance sheet date.

Average monthly rates are used to translate revenue 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.

on 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.

and liabilities of the Company’s operations are translated into the reporting currency, United States Dollars (“US$”),

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 shareholders’ equity in the statement of change in

shareholders’ equity/(deficit).

The resulting translation adjustment

is reflected as accumulated other comprehensive income/loss, a separate component of shareholders’ equity in the statement of changes

in equity/deficit.

Receivable and Allowance for Doubtful Accounts

2 unchanged sentences

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

The Company reviews

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

balances are charged against the allowance when placed for collection.

Recoveries of receivables previously written off are recorded

when received.

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 factors.

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

Recoveries of receivables previously written off are recorded when received.

Interest is not charged on past due accounts.

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

of November 30, 2022, and August 31, 2022, our accounts receivable amounted to $ 67,657

and $ 85,960 ,

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.

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.

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

Prepayments and Other Receivables

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.

Deposit, Prepayments and Other Receivables

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

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the related capitalized assets.

and equipment are depreciated over 5 to 10 years .

plant and equipment are depreciated over 5 to 10 years .

SUMMARY OF ESTIMATED USEFUL LIVES OF ASSETS

Plant and machineries

and equipment

Office equipment

Furniture and equipment

and maintenance costs are charged to expense as incurred.

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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

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

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of these performance obligations are distinct.

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

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

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

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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 $ 433,542 , and $ 513,072 deferred revenue as of November 30, 2022, and August 31, 2022,

respectively.

have entered into operating agreements primarily for office and factory.

We determine if an arrangement is a lease at inception.

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

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

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

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

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

certain to exercise.

Operating lease assets and liabilities are included on our unaudited condensed consolidated balance sheet as of

November 30, 2022 and August 31, 2022.

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

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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 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 unaudited condensed consolidated financial

statements or tax returns.

The Company accounts for income taxes using the asset and liability method to compute the differences

between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates.

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

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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 November 30, 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 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.

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 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.

aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial

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):

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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.

Company has implemented all new applicable accounting pronouncements that are in effect.

These pronouncements did not have any material

impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting

pronouncements that have been issued that might have a material impact on its financial position or results of operations.

5 INVENTORIES

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SUMMARY OF INVENTORIES

materials and supplies

Finished goods

Raw materials and supplies

Work in progress

inventory on hand

Total inventory on hand

6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES

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SCHEDULE OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

and prepayment

receivables (Advances to suppliers)

7 PROPERTY, PLANT AND EQUIPMENT

Deposits and Prepayment

Other receivables (Advances to suppliers)

7 PROPERTY, PLANT AND EQUIPMENT, NET

plant, and equipment consist of the following:

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

and machineries

and equipment

Plant and machineries

Office equipment

Furniture and equipment

plant and equipment gross

Accumulated depreciation

plant and equipment, net

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

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

Property, plant and equipment, net

expense for the three months ended November 30, 2022, was $ 35,126 .

8 – INTANGIBLE ASSETS

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

below table summarizes the identifiable intangible assets as of November 30, 2022, and August 31, 2022:

SUMMARIZES OF INTANGIBLE ASSETS

1-portable air cooler

2-condensing unit

lived intangible assets, gross

Technology 1-Portable Air Cooler

Technology 2-Condensing Unit

Finite- lived intangible assets, gross

Accumulated amortization

( 3,810,939 )

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

9 CONVERTIBLE BONDS

bonds consist of the following:

SCHEDULE OF CONVERTIBLE BONDS

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

Accrued interests are due November 2020.

The Company is obligated to

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