What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-07-14 compared with 2023-04-14 · 176 added, 171 removed, 532 unchanged (39% of the section changed)

1 unchanged sentence

HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars, except share data or otherwise stated)

OF FEBRUARY 28, 2023 AND AUGUST 31, 2022

OF MAY 31, 2023 AND AUGUST 31, 2022

Current assets

16 unchanged sentences

Amounts due to shareholders

Operating lease liability - current

Operating lease liability

Total current liabilities

Non-current liabilities

Non-current hire purchase creditor

Non-current operating lease liabilities

Hire purchase creditor

Operating lease liabilities

Total non-current liabilities

3 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 February 28, 2023 and August 31, 2022

$ 0.001 par value, 102,060,801 and 101,853,397 shares issued and outstanding as at May 31, 2023 and August 31, 2022

Additional paid in capital

11 unchanged sentences

Dollars, except share data or otherwise stated)

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

THE THREE AND NINE MONTHS ENDED MAY 31, 2023 AND 2022

Three months ended

Six months ended

Nine months ended

Cost of revenue

Gross (loss)/profit

Operating expenses:

10 unchanged sentences

( 1,005,799 )

( 1,005,645 )

Total other income/(expense)

Other (expense)/income

Total other expenses

Loss from operation before income taxes

14 unchanged sentences

( 3,673,379 )

Other comprehensive income/(loss):

Other comprehensive (loss)/income:

Foreign currency translation adjustment

14 unchanged sentences

Basic and diluted

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

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 SIX MONTHS ENDED FEBRUARY 28, 2023 AND 2022

THE THREE AND NINE MONTHS ENDED MAY 31, 2023 AND 2022

comprehensive

1 unchanged sentence

$ ( 7,465,373 )

Capital contribution

Issuance of common stock pursuant to capital raising

Foreign currency translation adjustment

( 1,373,327 )

( 1,440,362 )

Balance as of November 30, 2022

2 unchanged sentences

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

Issuance of common stock pursuant to share subscription agreement

( 1,376,162 )

3 unchanged sentences

$ ( 187,394 )

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

Foreign currency translation adjustment

Issuance of common stock for cash

Issuance of common stock pursuant to share subscription agreement

Capital contribution by non-controlling interests

( 1,451,655 )

( 1,513,423 )

Balance as of May 31, 2023

$ ( 11,666,517 )

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 SIX MONTHS ENDED FEBRUARY 28, 2023 AND 2022

THE THREE AND NINE MONTHS ENDED MAY 31, 2023 AND 2022

comprehensive

1 unchanged sentence

$ ( 2,233,496 )

Capital contribution

Issuance of common stock pursuant to capital raising

Foreign currency translation adjustment

1 unchanged sentence

$ ( 2,508,704 )

$ ( 129,973 )

$ ( 8,838,700 )

$ ( 129,973 )

Foreign currency translation adjustment

Issuance of common stock pursuant to share subscription agreement

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 )

3 unchanged sentences

$ ( 4,613,553 )

Foreign currency translation adjustment

Issuance of common stock for cash

( 1,293,322 )

( 1,429,356 )

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

Balance as of May 31, 2022

$ ( 5,906,875 )

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 SIX MONTHS ENDED FEBRUARY 28, 2023 AND 2022

THE NINE MONTHS ENDED MAY 31, 2023 AND 2022

Cash flows from operating activities

2 unchanged sentences

Adjustments for non-cash income and expenses:

Property, plant and equipment impairment and abandonments

Changes in operating assets and liabilities:

5 unchanged sentences

Decrease in accounts payable and accruals

(Decrease)/Increase in deferred revenue

Decrease in deferred revenue

Decrease in operating lease liabilities

26 unchanged sentences

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE SIX MONTHS ENDED FEBRUARY 28, 2023, AND 2022

THE NINE MONTHS ENDED MAY 31, 2023, AND 2022

1 – ORGANIZATION AND BUSINESS OPERATIONS

4 unchanged sentences

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 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.

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.

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total number of issued and outstanding shares of common stock of the Company were 101,779,323 (“Enlarged Share Capital”):

On December 20, 2021, Dr.

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

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, 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

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.

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 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.

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

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 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 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.

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 Dr.

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 Company’s common stock or approximately 62.25 %, 14.05 %

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

Transaction, Change of Control Transaction and Allotment Transactions are collectively to be referred to as the “Transactions”.

36 unchanged sentences

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

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

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

sold his entire shareholding of the Company to WKL Global for an aggregate consideration of $ 100 .

Upon completion of the Change of Control

Transaction, WKL Global Limited then owned 2,000,000 shares, or approximately 67.34 % of Enlarged Share Capital, which resulted in a change

of control of the Company.

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 Limited then owned 2,000,000

shares, or approximately 67.34 %

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

3 – GOING CONCERN

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

Company’s financial statements as of May 31, 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 May 31, 2023 and August 31, 2022, the Company had an accumulated deficit of $ 11,666,517 and $ 7,465,373 respectively.

The Company incurred

net loss of $ 4,390,863 and $ 4,001,086 for nine months ended May 31, 2023 and May 31, 2022, respectively.

The cash used in operating activities

were $ 755,915 and $ 1,023,037 for the nine months ended May 31, 2023 and May 31, 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

11 unchanged sentences

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”).

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

5 unchanged sentences

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.

the Company’s condensed consolidated balance sheets as of May 31, 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.

2 unchanged sentences

in accordance with U.S.

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.

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

unaudited 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.

18 unchanged sentences

in the financial statements.

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.

As of May 31, 2023 and May 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

32 unchanged sentences

Interest is not charged on past due accounts.

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.

of May 31, 2023, and August 31, 2022, our accounts receivable amounted to $ 74,032 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,

20 unchanged sentences

Assets and Other Long-Lived Assets

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.

Company’s intangible assets consist of patents, trademarks, patent

and trademark applications including patents, trademarks, patent and trademark applications under the IP Assignments as contemplated in

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.

28 unchanged sentences

as deferred revenue on the balance sheet.

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

August 31, 2022, respectively.

The Company recognized $ 443,150 , and $ 513,072 deferred revenue as of May 31, 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 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.

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 to exercise.

Operating lease assets and liabilities are included on our unaudited condensed consolidated balance sheet as of May 31, 2023, and August

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

43 unchanged sentences

stock that could share in the earnings of the Company.

As of February 28, 2023, the Company has no potentially dilutive securities, such

as options or warrants, currently issued and outstanding.

As of May 31, 2023, the Company has no potentially dilutive securities, such as

options or warrants, currently issued and outstanding.

Issued Accounting Pronouncements

46 unchanged sentences

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

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

Depreciation expenses for the nine months ended May 31, 2023 was $ 126,139 .

During the nine months period ended May 31, 2023, there are property, plant and equipment with net book value of

$ 21,387 impaired and abandoned due to termination of tenancy.

8 – INTANGIBLE ASSETS

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

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

OF INTANGIBLE ASSETS

7 unchanged sentences

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 .

Amortization expenses for the nine months ended May 31, 2023 was $ 3,118,041 .

9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

6 unchanged sentences

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 $ 314,165 and $ 2,301 as of February 28, 2023 and August 31, 2022, respectively.

The Company reported amount due to shareholders of $ 305,425 and $ 2,301 as of May 31, 2023 and August 31, 2022, respectively.

Awareness Sdn Bhd

2 unchanged sentences

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

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 $ 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,

sales generated from Eco Awareness Sdn Bhd amounted to $ Nil and $ 172,475 during the nine months ended May 31, 2023 and May 31, 2022,

respectively.

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

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

purchases from Eco Awareness Sdn Bhd amounted to $ Nil and $ 71,162 during the nine months ended May 31, 2023 and May 31, 2022, respectively.

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

11 SHAREHOLDERS’ EQUITY

December 16, 2021, the Company has increased the authorized common stock from 75,000,000 shares with a par value of $ 0.001 per share

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

the 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

December 16, 2021, the Company increased the authorized common stock from 75,000,000 shares with a par value of $ 0.001 per share to 1,000,000,000

shares with a par value of $ 0.001 per share.

the nine months ended May 31, 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.

the nine months ended May 31, 2022, the Company issued 83,147,767 shares of common stock in connection with Dr.

Low’s two deeds

of assignments of intellectual properties.

the 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 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.

the nine months ended May 31, 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.

the nine months period ended May 31, 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 nine months period ended May 31, 2023, the Company issued 207,404 shares of common stock, par value $ 0.001 per share at a per share

purchase price of $ 2.50 for gross proceeds of $ 443,498 , 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 nine months period ended May 31, 2023, the Company received cash proceeds of $ 157,255 from capital contribution.

the nine months period ended May 31, 2023, the Company also received cash proceeds of $ 625,330 from 250,131 shares to be issued, and

those shares were not issued as of the report date.

of May 31, 2023, and May 31, 2022, the Company had 102,060,801 and 101,853,397 shares of its common stock issued and outstanding, respectively.

12 INCOME TAXES

Company’s operating subsidiaries are governed by the Income Tax Law, which is concerning Foreign Investment Enterprises and Foreign

Company’s operating subsidiaries are governed by the Income Tax Law, which concerns Foreign Investment Enterprises and Foreign

Enterprises and various local income tax laws (“the Income Tax Laws”).

We are routinely undergoing examinations in the jurisdictions

We routinely undergo examinations in the jurisdictions

in which we operate.

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Net deferred tax asset

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

Company had net operating loss carry forwards for tax purposes of approximately $ 11,670,000 as of May 31, 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

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.

1 unchanged sentence

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

for consideration.

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 offices and factories.

The Company elected to

not recognize ROU assets and lease liabilities arising from short-term leases with initial lease terms of twelve months or less (deemed

immaterial) on the accompanying consolidated balance sheets.

lease is defined as a contract that conveys the right to control the use of identifiable tangible property for a period of time in

exchange for consideration.

On February 28, 2022 the Company adopted ASC Topic 842 which primarily affected the accounting

treatment for operating lease agreements in which the Company is the lessee including the Company’s leases of offices and

The Company elected to not recognize ROU assets and lease liabilities arising from short-term leases with initial lease

terms of twelve months or less (deemed immaterial) on the accompanying consolidated balance sheets.

assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred.

3 unchanged sentences

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 February 28, 2023 and August 31, 2022, the Company

discounted lease payments using its estimated incremental borrowing rate of 10 %.

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.

measuring lease liabilities for leases that were classified as operating leases as of May 31, 2023 and August 31, 2022, the Company discounted

lease payments using its estimated incremental borrowing rate of 10 %.

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.

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 nine months ended May 31, 2023.

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

4 unchanged sentences

Total lease liabilities

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

of May 31, 2023, remaining maturities of lease liabilities were as follows:

OF MATURITIES OF LEASE LIABILITIES

Operating lease

2027 and thereafter

14 COMMITMENTS AND CONTINGENCIES

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

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

with the Reseller, the “Plaintiffs”).

On October 8, 2021, a filing (the “Filing”)

was made with the Kuala Lumpur High Court by a reseller (the “Reseller”) of the Company’s INCU ionic nano copper solution

(the “Solution”) and the Reseller’s related party (together with the Reseller, the “Plaintiffs”).

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

11 unchanged sentences

15 SUBSEQUENT EVENTS

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.

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to May 31, 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, except as follows:

Company received gross proceeds of $ 394,365 on July 4, 2023 from capital raising.

Those shares have yet to be issued to the investors

as of the Report Date.

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