What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-04-14 compared with 2023-01-17 · 147 added, 99 removed, 112 unchanged (69% of the section changed)

1 unchanged sentence

Forward-looking

This Quarterly Report contains forward-looking statements relating to future events or our future financial performance.

Quarterly Report contains forward-looking statements relating to future events or our future financial performance.

In some cases, you

12 unchanged sentences

this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common

shares” refer to the common shares of our capital stock.

shares” or “common stock” refer to the common shares of our capital stock.

management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements,

which have been prepared in accordance with U.S.

Holdings Inc.

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 Dr.

Low entered into the “EvoAir

International Share Transfer Agreement, pursuant to which Dr.

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

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

EvoAir International, through its subsidiaries upon completion

of the Transactions, is engaged in the sale of HVAC products in Asia.

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, U.S.

on February 17, 2017.

has adopted an August 31 fiscal year end.

On December 20, 2021, the Company and Dr.

into the “EvoAir International Share Transfer Agreement, pursuant to which Dr.

Low agreed to sell all of his ordinary shares of

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

EvoAir International, through

its subsidiaries upon completion of the Transactions contemplated under Note 1, is engaged in the R&D, manufacturing, trading, sale

of 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 for an aggregate consideration of $100.

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

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

of the Company.

International is a company incorporated in the British Virgin Islands 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 on April 19, 2021, a Malaysian

company incorporated on March 22, 2019, as well as acquiring (d) WKL EcoEarth Indochina, a Cambodia company incorporated on February 4,

2021, (e) WKL Guanzhe Green Technology Guangzhou, a Chinese company incorporated on April 6, 2021.

EvoAir Manufacturing wholly owns

(f) Evo Air Marketing, a Malaysian company incorporated on February 2, 2021.

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 for an aggregate consideration of $100.

Upon completion of the Change of Control Transaction, WKL Global owned 2,000,000 shares, or approximately 67.34% of the then issued and

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

International is a company incorporated in the British Virgin Islands 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.

Eco Earth Holdings acquired (c) EvoAir Manufacturing on April 19, 2021, a Malaysian company incorporated on March 22, 2019, as well as

acquiring (d) WKL EcoEarth Indochina, a Cambodia company incorporated on February 4, 2021, (e) WKL Guanzhe Green Technology Guangzhou,

a Chinese company incorporated on April 6, 2021.

EvoAir Manufacturing wholly owns (f) 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

7 unchanged sentences

following summary of our operations should be read in conjunction with our unaudited condensed consolidated financial statements for

the three months ended November 30, 2022, as compared to the three months ended November 30, 2021.

Months Ended November 30, 2022, versus Three Months Ended November 30,

the three and six months ended February 28, 2023, as compared to the three and six months ended February 28, 2022.

Months Ended February 28, 2023, versus Three Months Ended February 28, 2022

Three Months Ended

3 unchanged sentences

Loss from operation

$ (1,440,143 )

Company generated revenues of $142,685 in the three months ended November 30, 2022, as compared to $808,879 in the three months ended November 30 2021, a decrease in revenue of $666,194.

The decline in revenue for the comparative figures is mainly due to the

decrease in sales in air purifier products as a result of rollbacking of preventative measures taken by businesses and public from spreading

infection as the World and society progresses towards living with Covid-19.

Other income/(expenses)

Loss from operation before income taxes

Company generated revenues of $70,912 in the three months ended February 28, 2023, as compared to $302,884 in the three months ended

February 28 2022, a decrease in revenue of $231,972.

The decline in revenue for the comparative figures is mainly due to the decrease

in sales in air purifier products as a result of rollback of preventative measures taken by businesses and public from spreading infection

as the World and society progresses towards living with Covid-19.

The Company is building up its traction for the evoair TM

hybrid air-conditioners in 3 months ended November 2022.

of revenue was $162,858 or 114% of revenue for the three months ended November 30, 2022, as compared to $707,414 or 87% of revenue in the

same financial period in 2021.

hybrid air-conditioners for both residentials and industrial units.

of revenue was $88,940 or 125% of revenue for the three months ended February 28, 2023, as compared to $194,585 or 64% of revenue in

the same financial period in 2022.

The decline in cost of revenue for the comparative figures is in line with

the drop in sales for the air purifier products.

Cost of revenues includes production costs and purchases of goods.

Higher cost of revenue is attributable

to manufacturing and related costs for evoair TM products, comprising material costs, labor cost, research and development

(“R&D”) for product improvement, product testing and inspection, factory rental, depreciation expense as well as sample

products for market penetration.

The higher cost of revenue than revenue in the 3 months ended November 30, 2022 is attributable to the lack of economies

of scale and the Company has yet to achieve optimal production efficiency.

loss was $20,173 or negative gross profit margin of 14% for the three months ended November 30, 2022, as compared to gross profit of

loss was $18,028 or negative gross profit margin of 25% for the three months ended February 28, 2023, as compared to gross profit of

$108,299 in the same financial period in 2022 or 36% of revenue.

The decrease of gross profit is mainly due to the Company

commercialized evoair TM products with higher cost of revenue from manufacturing and related costs as well as lack of economy of scale

during commercialization stage.

The Company anticipates improvement of income and gross profit margin with the

improvement of revenue streams from distributor and dealership model, projects as well as licensing model.

expenses were $1,426,947 for the three months ended November 30, 2022, compared to $510,057 in the corresponding period in 2021, an increase

The increases in operating expenses were mainly due to the commencement of amortization of intangible assets starting

from December 2021.

net loss for the three months ended November 30, 2022, was $1,440,143 as compared to $383,332 for the corresponding period in 2021.

continuous net loss is attributable to the Group’s focused effort in creating the infrastructure and resource to meet the business

expansion needs of the Group’s as well as lack of economies of scale.

The decline in gross profit margin for the comparative figures was

attributable to the drop in sales for the air purifier products, which contributed higher gross profit margin.

The decrease of gross

profit is mainly due to the Company commercialized evoair TM products with higher cost of revenue from manufacturing and

related costs as well as lack of economy of scale during commercialization stage.

The Company anticipates improvement of income and

gross profit margin with the improvement of revenue streams from distributor and dealership model, projects as well as private

labeling and licensing model.

expenses were $1,426,781 for the three months ended February 28, 2023, compared to $1,303,079 in the corresponding period in 2022, an

increase of $123,702.

The increase in operating expenses were mainly due to the commencement of amortization of intangible assets starting

from January 2022.

loss from operation before income taxes for the three months ended February 28, 2023 was $1,437,297 as compared to $2,188,398 for

the corresponding period in 2022.

The continuous net loss is attributable to the

Group’s focused effort in creating the infrastructure and resource to meet the business expansion needs of the Group’s

as well as lack of economies of scale.

Months Ended February 28, 2023, versus Six Months Ended February 28, 2022

Six Months Ended

Cost of revenue

Gross (loss)/profit

Operating expenses

Loss from operation

Other income/(expense)

Loss from operation before income taxes

Company generated revenues of $213,597 in the six months ended February 28, 2023, as compared to $1,111,763 in the six months ended February

28 2022, a decrease in revenue of $898,166.

The decline in revenue for the comparative figures is mainly due to the decrease in sales

in air purifier products as a result of rollback of preventative measures taken by businesses and public from spreading infection

as the World and society progresses towards living with Covid-19.

The Company is building up its traction for the evoair TM

hybrid air-conditioners for both residentials and industrial units.

of revenue was $251,798 or 118% of revenue for the six months ended February 28, 2023 as compared to $901,999 or 81% of revenue in

the same financial period in 2022.

The decline in cost of revenue for the comparative figures is in line with the drop in sales for

the air purifier products.

Cost of revenues includes production costs and purchases of goods.

loss was $38,201 or negative gross profit margin of 18% for the six months ended February 28, 2023 as compared to gross profit of

$209,764 in the same financial period in 2022 or 19% of revenue.

The decline in gross profit margin for the comparative figures was

attributable to the drop in sales for the air purifier products, which contributed to a higher gross profit margin.

The decrease of

gross profit is mainly due to the Company commercialized evoair TM products with higher cost of revenue from manufacturing

and related costs as well as lack of economy of scale during commercialization stage.

The Company anticipates improvement of income

and gross profit margin with the improvement of revenue streams from distributor and dealership model, projects as well as private

labeling and licensing model.

expenses were $2,853,728 for the six months ended February 28, 2023 compared to $1,813,136 in the corresponding period in 2022, an increase

of $1,040,592.

The increase in operating expenses were mainly due to the commencement of amortization of intangible assets starting

from January 2022.

loss from operation before income taxes for the six months ended February 28, 2023 was $2,877,440 as compared to $2,571,730 for the

corresponding period in 2022.

The continuous net loss is attributable to the Group’s focused effort in creating the

infrastructure and resource to meet the business expansion needs of the Group’s as well as lack of economies of

and Capital Resources

As of February 28,

As of August 31,

Current assets

1 unchanged sentence

Working capital

at November 30, 2022, our company’s current liabilities stood at $727,014, which included accounts payable and accruals of

$134,784, other payables of $21,311, current portion hire purchase creditor $7,856, amount due to shareholders $2,301, current

portion operating lease liabilities of $127,220, and the deferred revenue of $433,542.

at November 30, 2022 our company had a positive working capital of $702,983 compared with the positive working capital of $796,922 as

at February 28, 2023, our company’s current liabilities stood at $995,056, which included accounts payable and accruals of $111,578,

other payables of $21,084, current portion hire purchase creditor $3,919, amount due to shareholders $314,165, current portion operating

lease liabilities of $87,983 and the deferred revenue of $456,102.

at February 28, 2023 our company had a positive working capital of $510,187 compared with the positive working capital of $796,922 as

at August 31, 2022.

The decline in working capital for the comparative figures was mainly attributable

to the decrease in deposits, prepayments and other receivables and an increase in amount owing to shareholders.

Six Months Ended February 28, 2023, versus Six

Months Ended February 28, 2022

Cash flows used in operating activities

2 unchanged sentences

Net changes in cash

Company’s cash and cash equivalents stood at $166,226 as of November 30, 2022.

Cash used in operating activities for the three

months ended November 30, 2022, was $264,216.

Company’s cash and cash equivalents stood at $242,755 as of February 28, 2023.

Cash used in operating activities for the six

months ended February 28, 2023, was $326,333.

This resulted primarily from a net loss of $2,877,440 which was offset by depreciation

of $35,126, amortization of $1,065,646, decrease in operating lease $25,232, decrease in inventories of $71,438, decrease in deposit,

prepayment and other receivables of $183,110, decrease in accounts receivable of $18,303, decrease in accounts payable and accruals

of $82,046, and decrease in other payable of $10,669.

used in investing activities resulted from purchase of property plant and equipment amounting to $1,044 for the three months ended

November 30, 2022.

generated from financing activities resulted from the proceeds from capital raising amounting to $299,055, proceeds from capital contribution

amounting to $100, and payments of hire purchase amounting to $2,066 during the three months ended November 30, 2022.

of $74,828, amortization of $2,078,694, decrease in operating lease right-of-use assets of $118,116, decrease in operating leases liabilities of $133,636,

decrease in inventories of $46,121, decrease in deferred revenue of $56,970, decrease in deposit, prepayment and other receivables

of $182,607, decrease in accounts receivable of $45,406, decrease in accounts payable and accruals of $105,027, increase in amounts

due to shareholders of $311,864, and decrease in other payables of $10,896.

used in investing activity resulted from purchase of property plant and equipment amounting to $11,754 for the six months ended February

generated from financing activities resulted from the proceeds from capital raising amounting to $299,055, proceeds from share to be

issued amounting to $144,443, proceeds from capital contribution amounting to $100 and payments of hire purchase amounting to $4,365

during the six months ended February 28, 2023.

Company’s business is not subject to seasonality.

Sheet Arrangements

of the date of this Quarterly Report on Form 10-Q, we do not have any off-balance sheet arrangements that have or are reasonably likely to have

a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations,

of the date of this Quarterly Report on Form 10-Q, we do not have any off-balance sheet arrangements that have or are reasonably likely

to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations,

liquidity, capital expenditures or capital resources that are material to investors.

43 unchanged sentences

could differ materially from these estimates under different assumptions or conditions.

of November 30, 2022, and August 31, 2021, the Company had an accumulated deficit of $8,838,700 and $7,465,373 respectively.

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,

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

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

The cash used in operating activities were $326,333 and $881,506 for the six months ended February 28, 2023 and February 28, 2022,

respectively.

2 unchanged sentences

discharge them in the normal course of business.

the injection of a New Business contemplated under the Transaction, 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

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

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

In addition, the Company is also working on

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

unaudited condensed 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

have no material commitments as of November 30, 2022.

the injection of a HVAC Business contemplated under the Transactions, 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, 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

In addition, the Company is also working on raising additional funding to finance the operations as well as business expansion.

unaudited condensed 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.

have no material commitments as of February 28, 2023.

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 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

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

CECL impairment model to U.S.

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

the 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 the 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.

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.

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):

12 unchanged sentences

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 2. Management’s Discussion and Analysis