What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-04-14 compared with 2023-01-17 · 286 added, 247 removed, 417 unchanged (56% of the section changed)

FINANCIAL STATEMENTS

EVOAIR HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars, except share data or otherwise stated)

OF NOVEMBER 30, 2022 AND AUGUST 31, 2022

November 30, 2022

August 31, 2022

OF FEBRUARY 28, 2023 AND AUGUST 31, 2022

Current assets

16 unchanged sentences

Amounts due to shareholders

Operating lease liabilities - current

Operating lease liability - current

Total current liabilities

7 unchanged sentences

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

$ 0.001 par value, 102,003,018 and 101,853,397 shares issued and outstanding as at February 28, 2023 and August 31, 2022

Additional paid in capital

7 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

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

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

HOLDINGS INC.

1 unchanged sentence

Dollars, except share data or otherwise stated)

THE THREE MONTHS ENDED NOVEMBER 30, 2022 AND 2021

November 30, 2022

November 30, 2021

FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2023 AND 2022

Three months ended

Six months ended

Cost of revenue

6 unchanged sentences

( 1,444,809 )

( 1,194,780 )

( 2,891,929 )

( 1,603,372 )

Other income/(expense)

Interest expense

Interest income/(expense)

( 1,005,645 )

Total other income/(expense)

1 unchanged sentence

( 1,437,297 )

Income tax expenses

( 2,188,398 )

( 2,877,440 )

( 2,571,730 )

Income tax credit

$ ( 1,437,078 )

$ ( 2,188,398 )

$ ( 2,877,440 )

$ ( 2,571,730 )

Net loss attributable to non-controlling interests

1 unchanged sentence

( 1,376,162 )

Other comprehensive (loss)/income:

( 2,104,849 )

( 2,749,489 )

( 2,380,057 )

Other comprehensive income/(loss):

Foreign currency translation adjustment

1 unchanged sentence

( 1,368,950 )

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

( 2,093,198 )

( 2,760,184 )

( 2,180,803 )

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

Net comprehensive loss attributable to equity holders of the Company

( 1,372,445 )

( 2,098,383 )

( 2,759,495 )

( 2,205,001 )

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

2 unchanged sentences

Basic and diluted

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

The 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 MONTHS ENDED NOVEMBER 30, 2022 AND 2021

Accumulated Other

THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2023 AND 2022

comprehensive

Non-controlling

Balance as of August 31, 2021

3 unchanged sentences

$ ( 2,508,704 )

Accumulated other

$ ( 2,508,704 )

Foreign currency translation adjustment

Beneficial conversion feature on financial liability -convertible bonds

Issuance of common stock for convertible bonds

Issuance of common stock pursuant to share exchange agreement

Issuance of common stock for technology-related intangible assets

Issuance of common stock pursuant to capital raising

( 2,104,849 )

( 2,188,398 )

Balance as of February, 2022

$ ( 4,613,553 )

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

HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

Dollars, except share data or otherwise stated)

THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2023 AND 2022

comprehensive

Non-controlling

income/ (loss)

Balance as of August 31, 2022

1 unchanged sentence

Capital contribution

Issuance of common stock for Cash

Issuance of common stock pursuant to capital raising

Foreign currency translation adjustment

Balance as of November 30, 2022

$ ( 8,838,700 )

$ ( 129,973 )

Balance as of November 30, 2022

$ ( 8,838,700 )

$ ( 129,973 )

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

Foreign currency translation adjustment

Issuance of common stock pursuant to share subscription agreement

( 1,376,162 )

( 1,437,078 )

Balance as of February 28, 2023

$ ( 10,214,862 )

$ ( 187,394 )

$ ( 10,214,862 )

$ ( 187,394 )

The 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 MONTHS ENDED NOVEMBER 30, 2022 AND 2021

November 30, 2022

November 30, 2021

THE SIX MONTHS ENDED FEBRUARY 28, 2023 AND 2022

Cash flows from operating activities

$ ( 2,877,440 )

( 2,571,730 )

Adjustments for non-cash income and expenses:

Changes in operating assets and liabilities:

Beneficial conversion feature of convertible bonds

Decrease in accounts receivable

3 unchanged sentences

Decrease in accounts payable and accruals

Decrease in deferred revenue

(Decrease)/Increase in deferred revenue

Decrease in operating lease liabilities

(Decrease)/Increase in other payables

Decrease in amounts due to shareholders

Net cash used in operations

Increase /(Decrease) in amounts due to shareholders

Net cash used in operating activities

$ ( 326,333 )

2 unchanged sentences

Purchase of property, plant and equipment

Net cash used in investing activity

Cash used in investing activity

$ ( 524,148 )

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

1 unchanged sentence

Net increase/(decrease) in cash and cash equivalents

( 1,405,654 )

Effect of exchange rate changes

1 unchanged sentence

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

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

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

HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE THREE MONTH ENDED NOVEMBER 30, 2022, AND 2021

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE SIX MONTHS ENDED FEBRUARY 28, 2023, AND 2022

1 – ORGANIZATION AND BUSINESS OPERATIONS

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(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.

is a corporation established under the corporation laws in the State of Nevada, United States of America (“U.S”) on February 17, 2017.

The Company has adopted an August 31 fiscal year end.

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

Low”) entered into a share transfer agreement, (the “EvoAir International

Share Transfer Agreement”), pursuant to which Dr.

Low agreed to sell all of his ordinary shares of EvoAir International Limited

(“EvoAir International”) to the Company for the consideration of US$ 100 (“EvoAir Transaction”).

EvoAir International,

through its subsidiaries upon completion of the Transactions (defined hereunder), is engaged in the sale of heating, ventilation and

air conditioning (“HVAC”) products in Asia.

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 a consideration of US$ 100

(“EvoAir Transaction”).

EvoAir International, through its subsidiaries upon completion of the Transactions (defined

hereunder), is engaged in the research and development (“R&D”), manufacturing, trading, sale of heating, ventilation

and air conditioning (“HVAC”) products and related services 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 (“Change of Control Transaction”) .

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.

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

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

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

an aggregate consideration of $ 100 (“Change of Control Transaction”).

Upon completion of the Change of Control Transaction,

WKL Global owned 2,000,000 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

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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 Pte Ltd ( “ WKL

On December 20, 2021, Dr.

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 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 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

shares of common stock, respectively, or approximately 0.02 %

of the Enlarged Share Capital, respectively.

Low, Chan Kok Wei, Ong Bee Chen and WKLEE Sellers agreed to sell all their ordinary shares

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

to WKL Global Limited, Allegro Investment (BVI) Limited and WKLEE Sellers of 49,320 shares, 8,280 shares and in aggregate 14,400

shares, respectively, of the common stock of the Company, or approximately 0.05 %, 0.009 % and in aggregate 0.014 %, respectively, of

the Enlarged Share Capital.

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 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.

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

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

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

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

Low’s patents and patent applications relating to eco-friendly air-conditioner condenser (external unit),

evoair TM and the trademarks and trademark applications described in the deeds of assignment thereunder, and in respect of

Low’s patents and patents applications relating to the portable air-conditioner, e-Cond EVO TM and the

trademarks and trademark applications as described in the deeds of assignment 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 common stock of the Company, or approximately 0.05 %, 0.009 %

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.

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 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.

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

Low’s patents relating to eco-friendly air-conditioner condenser (external unit), evoair TM and the trademarks

described in the deed of assignment thereunder, and in respect of Dr.

Low’s patents relating to the portable air-conditioner,

e-Cond EVO TM and the trademarks as described in the deed of assignments thereunder (together, the “IP Assignments”).

Pursuant to the IP Assignments, WKL Global Limited, Allegro Investment (BVI) Limited and certain nominees shall be allotted and issued

63,362,756 shares, 14,297,259 shares and in aggregate 5,487,752 shares, respectively of the Company’s common stock or approximately

62.25 %, 14.05 % and in aggregate 5.39 %, respectively of the Enlarged Share Capital in consideration for the IP Assignments.

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”).

The closing of the Transactions (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.

operations will consist of the prior operations of EvoAir International and its 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,

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

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, 2021.

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

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under the new ticker symbol “EVOH”.

Details of the Company’s subsidiaries:

of the Company’s subsidiaries:

OF CONSOLIDATED SUBSIDIARIES

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3 – GOING CONCERN

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 Management to further implement the business plans for the New Business

Company’s financial statements as of February 28, 2023, is prepared using generally accepted accounting principles in the 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 revenue sufficient

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

of February 28, 2023 and August 31, 2022, the Company had an accumulated deficit of $ 10,214,862 and $ 7,465,373 respectively.

incurred net loss of $ 2,877,440 and $ 2,571,730 for six months ended February 28, 2023 and February 28, 2022, respectively.

used in operating activities were $ 326,333 and $ 881,506 for the six months ended February 28, 2023 and February 28, 2022, 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 (“HVAC Business”) contemplated under the Transactions (defined in Note

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

base (retail, commercial, industrial, projects 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.

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

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.

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 the 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”).

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.

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.

accompanying unaudited condensed consolidated financial statements have been prepared by the Group in accordance with U.S.

GAAP for financial information and pursuant to the applicable rules and regulations

of the Securities and Exchange Commission (“SEC”).

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 Transactions, 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 condensed consolidated balance sheets as of February 28, 2023 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.

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in accordance with U.S.

non-controlling interests are presented in the unaudited condensed consolidated balance sheets, separately from equity attributable

to the stockholders of the Company.

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

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.

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

the shareholders of the Company.

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

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

and the shareholders of the Company.

preparation of financial statements in conformity with U.S.

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.

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.

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The Company places its

cash with a high credit quality financial institution.

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.

cash with a high credit quality financial institutions.

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

1 unchanged sentence

in the financial statements.

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

As of February 28, 2023 and February 28, 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.

1 unchanged sentence

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.

The functional currency of the Company’s Singapore operations is Singapore dollars

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

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Interest is not charged on past due accounts.

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.

of February 28, 2023, and August 31, 2022, our accounts receivable amounted to $ 40,554 and $ 85,960 , 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

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

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

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

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

Deposit, Prepayments and Other Receivables

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

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the related capitalized assets.

plant and equipment are depreciated over 5 to 10 years .

SUMMARY OF ESTIMATED USEFUL LIVES OF ASSETS

Property, plant and equipment are depreciated over 5 to 10 years .

OF ESTIMATED USEFUL LIVES OF ASSETS

Plant and machineries

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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.

Company’s intangible assets consist of patents, trademarks as well as patent and trademark applications related to assignments

of intellectual properties by Dr.

Low into WKL Eco Earth Holdings under the IP Assignments as contemplated in Note 1.

The intangible

assets are recorded at fair market value and are amortized using the straight-line method over an estimated life of 20

years for both patents and trademarks.

assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

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as deferred revenue on the balance sheet.

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

respectively.

The Company recognized $ 456,102 , and $ 513,072 deferred revenue as of February 28, 2023, 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 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.

all classes of underlying assets, we elect not to recognize ROU 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 unaudited condensed consolidated balance sheet as of February

28, 2023, 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 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

the consolidated statements of operations.

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

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

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

A valuation allowance is recorded when

it is “more likely-than-not” that a deferred tax asset will not be realized.

The Company’s practice is to recognize

interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations.

of Fair Value

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stock that could share in the earnings of the Company.

As of November 30, 2022, the Company has no potentially dilutive securities, such

As of February 28, 2023, 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 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

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.

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

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consist of the following:

SUMMARY OF INVENTORIES

OF INVENTORIES

Finished goods

Raw materials and supplies

Work in progress

Total inventory on hand

Total inventories on hand

6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES

prepayments, and other receivables consists of the following:

SCHEDULE OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

Deposits and prepayment

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plant, and equipment consist of the following:

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

OF PROPERTY, PLANT AND EQUIPMENT

Plant and machineries

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Furniture and equipment

plant and equipment gross

Property plant and equipment gross

Accumulated depreciation

Property, plant and equipment, net

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

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

Depreciation expenses for the six months ended February 28, 2023 was $ 74,828 .

8 – INTANGIBLE ASSETS

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

SUMMARIZES OF INTANGIBLE ASSETS

below table summarizes the identifiable intangible assets as of February 28, 2023 and August 31, 2022:

OF INTANGIBLE ASSETS

Technology 1- Portable Air Cooler

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Intangible assets, net

expense for intangible assets for the three months ended November 30, 2022, was $ 1,039,347 .

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

Amortization expenses for the six months ended February 28, 2023 was $ 2,078,694 .

9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

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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 as of both November 30, 2022, and August 31, 2022.

The Company reported amount due to shareholders of $ 314,165 and $ 2,301 as of February 28, 2023 and August 31, 2022, respectively.

Awareness Sdn Bhd

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Eco Awareness Sdn Bhd has been re-designated as distributor in October 2022.

sales generated from ECo Awareness Sdn Bhd amounted to $ 0 and $ 13,471 during the three month ended November 30, 2022, and November 30,

sales generated from Eco Awareness Sdn Bhd amounted to $ Nil and $ 13,425 during the six months ended February 28, 2023 and February 28,

2022, respectively.

The accounts receivable from ECo Awareness Sdn Bhd amounted to $ 0 as of both November 30, 2022, and August 31, 2022.

purchases from ECo Awareness Sdn Bhd amounted to $ 0

during the three month ended ended November 30, 2022, and November 30, 2021, respectively.

The accounts payable due to ECo Awareness

Sdn Bhd amounted to $ 0

as of both November 30, 2022, and August 31, 2022.

The accounts receivable from Eco Awareness Sdn Bhd amounted to $ Nil as of both February 28, 2023 and August 31, 2022.

purchases from Eco Awareness Sdn Bhd amounted to $ Nil and $ 16,222 during the six months ended February 28, 2023 and February 28,

2022, respectively.

The accounts payable due to Eco Awareness Sdn Bhd amounted to $ Nil as of both February 28, 2023, and August 31, 2022.

11 SHAREHOLDERS’ EQUITY

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to 1,000,000,000 shares with a par value of $ 0.001 per share.

the three months period ended November 30, 2022, the Company issued 119,621 shares of common stock, par value $ 0.001 per share at a per

the six months ended February 28, 2022, the Company issued 1,116,055 shares of common stock in connection with the conversion of $ 1,007,999

in principal related to its convertible bonds.

the six months ended February 28, 2022, the Company issued 83,147,767 shares of common stock in connection with Dr.

Low’s two deeds

of assignments of intellectual properties.

the six months ended February 28, 2022, the Company issued 14,443,501 shares of common stock pursuant to investment exchange agreement with

relevant interest holders in relation to capital raising undertaken by WKL

Eco Earth Holdings in prior years.

During the six months period ended February 28, 2022,

the Company issued 30,000 shares of common stock pursuant to share 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 six months period ended February 28, 2023, the Company issued 149,621 shares of common stock, par value $ 0.001 per share at a per

share purchase price of $ 2.50 for gross proceeds of $ 374,055 , 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 three months period ended November 30, 2022, the Company also issued 30,000

shares of common stock, for gross proceeds of $ 75,000

received during the 3 months ended August 31 2022.

As such, the Company had $ 0

shares to be issued on November 30, 2022.

the three months period ended November 30, 2022, the Company received cash proceeds of $ 100

from capital contribution.

of November 30, 2022, and November 30, 2021, the Company had 102,003,018 and 2,970,000 shares of its common stock issued and outstanding,

the six months period ended February 28, 2023, the Company also received cash proceeds of $ 144,443

shares to be issued, and those shares were not

issued as of the report date.

the six months period ended February 28, 2023, the Company received cash proceeds of $ 100 from capital contribution.

of February 28, 2023, and February 28, 2022, the Company had 102,003,018 and 101,779,323 shares of its common stock issued and outstanding,

respectively.

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components of net deferred tax assets are as follows:

SCHEDULE OF COMPONENTS ON NET DEFERRED TAX ASSET

OF COMPONENTS ON NET DEFERRED TAX ASSET

Net operating loss carry-forward

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Net deferred tax asset

Company had net operating loss carry forwards for tax purposes of approximately $ 8,839,000 at November 30, 2022, and approximately $ 7,470,000

at August 31, 2022, 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

Company had net operating loss carry forwards for tax purposes of approximately $ 10,210,000 as of February 28, 2023 and approximately

$ 7,470,000 as of August 31, 2022, 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.

13 ROU ASSET AND LEASES

13 ROU ASSETS 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

1 unchanged sentence

On February 28, 2023, 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.

lease agreements in which the Company is the lessee including the Company’s leases of offices and factories.

The Company elected to

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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 November 30, 2022, and August 31, 2022, the Company

measuring lease liabilities for leases that were classified as operating leases as of February 28, 2023 and 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

March 28, 2023, the Company entered into a lease termination agreement

to its Cambodia office lease at #65, 1 st , 2 nd and 3rd Floor, Street 123, Sangkat Toul Tumpong I, Khan Chamkarman,

Phnom Penh, Cambodia (the “Lease Termination”).

The Lease Termination terminated the Company’s rights and obligations

with respect to the leased premises on April 15, 2023.

As such, the ROU assets and operating lease liabilities

were remeasured and the Company recorded a gain of $ 14,890 as a component of operating expenses for the three

months ended February 28, 2023.

No impairment of the ROU assets was deemed to have occurred.

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

OF ROU ASSET AND OPERATING LEASE LIABILITIES

Operating lease liabilities

Operating lease liabilities, current

Operating lease liabilities

Operating lease liabilities, non-current

Total lease liabilities

of November 30, 2022, remaining maturities of lease liabilities were as follows:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Operating lease

of February 28, 2023, remaining maturities of lease liabilities were as follows:

OF MATURITIES OF LEASE LIABILITIES

and thereafter

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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.

15 SUBSEQUENT EVENTS

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to November 30, 2022, to the

date these unaudited condensed consolidated financial statements were issued, and has determined that it does not have any material

subsequent events to disclose in these consolidated financial statements.

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to February 28, 2023, to the date

these unaudited condensed consolidated financial statements were issued, and has determined that it does not have any material subsequent

events to disclose in these consolidated financial statements.

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-Q

Item 1. Financial Statements