What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-07-14 compared with 2023-04-14 · 116 added, 130 removed, 129 unchanged (66% of the section changed)

13 unchanged sentences

These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future.

Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking

Except as required by applicable law, including the securities laws of the U.S., we do not intend to update any of the forward-looking

statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated

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

this report unless otherwise specified, all dollar amounts are expressed in US$ and all references to “common

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

1 unchanged sentence

which have been prepared in accordance with U.S.

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.

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.

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.

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 to Financial Statements,

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.

22 unchanged sentences

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

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

the three and nine months ended May 31, 2023, as compared to the three and nine months ended May 31, 2022.

Months Ended May 31, 2023, versus Three Months Ended May 31, 2022

Three Months Ended

Cost of revenue

Gross (loss)/profit

Operating expenses

Loss from operation

Other income/(expenses)

Other 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

$ (1,513,423 )

$ (1,429,356 )

Company generated revenues of $165,726 in the three months ended May 31, 2023, as compared to $194,954 in the three months ended May

31 2022, a decrease in revenue of $29,228.

The decline in revenue 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 $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.

as the World.

The Company is building up its traction for the evoair TM hybrid air-conditioners for both residentials and industrial

of revenue was $124,647 or 75% of revenue for the three months ended May 31, 2023, as compared to $173,842 or 89% of revenue in the same

financial period in 2022.

The decline in cost of revenue is in line with the decrease in sales for the air

purifier products.

Cost of revenues includes production costs and purchases of goods.

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 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

profit was $41,079 or gross profit margin of 25% for the three months ended May 31, 2023, as compared to gross profit of $21,112 in the

same financial period in 2022 or 11% of revenue.

The increase in gross profit margin was attributable to

the sales of new products, which contributed to a higher gross profit margin.

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 $1,468,153 for the three months ended May 31, 2023, compared to $1,440,623 in the corresponding period in 2022, an increase

The change in operating expenses was not significant.

loss from operation before income taxes for the three months ended May 31, 2023 was $1,513,423 as compared to $1,429,356 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 May 31, 2023, versus Nine Months Ended May 31, 2022

Nine Months Ended

Cost of revenue

Gross (loss)/profit

Operating expenses

Loss from operation

Other income/(expense)

Other 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

$ (4,390,863 )

$ (4,001,086 )

Company generated revenues of $379,323 in the nine months ended May 31, 2023, as compared to $1,306,717 in the nine months ended May

31, 2022, a decrease in revenue of $927,394.

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.

The drop in revenue 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 $376,445 or 99% of revenue for the nine months ended May 31, 2023 as compared to $1,075,841 or 82% of revenue in the same

financial period in 2022.

The decline in cost of revenue is in line with the drop in sales for the air purifier

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

profit was $2,878 or gross profit margin of 1% for the nine months ended May 31, 2023 as compared to gross profit of $230,876 in the

same financial period in 2022 or 18% of revenue.

The decline in gross profit margin was attributable to the

drop in sales of air purifier products, of which the product range contributed higher gross profit margin.

Besides, 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 $4,321,881 for the nine months ended May 31, 2023 compared to $3,253,759 in the corresponding period in 2022, an increase

of $1,068,122.

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

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 nine months ended May 31, 2023 was $4,390,863 as compared to $4,001,086 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.

and Capital Resources

As of February 28,

As of May 31,

As of August 31,

2 unchanged sentences

Working capital

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

Cash flows used in investing activity

Cash flows generated from financing activities

Net changes in cash

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 $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

As at 31 May, 2023, increase of current assets mainly due to additional cash received from the capital raising activities for the 9 months period ended May

As at May 31, 2023, increase in current liabilities mainly due to loan from shareholders of $305,425.

at May 31, 2023 our company had a positive working capital of $824,321 compared

with the positive working capital of $796,922 as at August 31, 2022.

The increase in working capital was mainly

attributable to the increase in cash from issuance of common stock and capital contribution.

Months Ended May 31, 2023, versus Nine Months Ended May 31, 2022

flows used in operating activities

flows used in investing activity

flows generated from financing activities

changes in cash

Company’s cash and cash equivalents stood at $524,861 as of May 31,

Cash used in operating activities for the nine months ended May 31, 2023, was $755,915.

This resulted primarily from a net loss

of $4,390,863 which was offset by depreciation of $126,139, amortization of $3,118,041, property, plant and equipment impairment and abandonments

of $21,387, decrease in operating lease right-of-use assets of $148,286, decrease in operating leases liabilities of $165,987, decrease

in inventories of $25,532, decrease in deferred revenue of $69,922, decrease in deposit, prepayment and other receivables of $205,214,

decrease in accounts receivable of $11,928, decrease in accounts payable and accruals of $74,641, increase in amounts due to shareholders

of $303,124, and decrease in other payables of $14,152.

used in investing activity resulted from purchase of property plant and equipment amounting to $29,473 for the nine months ended May

31, 2023 which is lesser than comparative figure mainly due to most property plant and equipment being acquired during start

generated from financing activities resulted from the proceeds from capital raising amounting to $443,498, proceeds from share to be

issued amounting to $625,330, proceeds from capital contribution amounting to $157,255 and payments of hire purchase amounting to $6,570

during the six months ended February 28, 2023.

during the nine months ended May 31, 2023.

Company’s business is not subject to seasonality.

30 unchanged sentences

and Assumptions

preparing our unaudited condensed consolidated financial statements, we use estimates and assumptions that affect the reported amounts

and disclosures.

Our estimates are often based on complex judgments, probabilities and assumptions that we believe to be reasonable,

but that are inherently uncertain and unpredictable.

We are also subject to other risks and uncertainties that may cause actual results

to differ from estimated amounts.

Significant estimates in 2023 and 2022 include the assumptions used to value tax liabilities, derivative

financial instruments, the estimates of the allowance for deferred tax assets, the accounts receivable allowance, impairment of intangible

assets and long-lived assets and inventory write-offs.

to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets which could impact our

estimates and assumptions.

We have assessed the impact and are not aware of any specific events or circumstances that required an update

to our estimates and assumptions or materially affected the carrying value of our assets or liabilities as of the date of issuance of

this Quarterly Report on Form 10-Q.

These estimates may change as new events occur and additional information is obtained.

Actual results

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

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.

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 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.

The preparation of financial statements in conformity

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.

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 HVAC Business contemplated under the Transactions in Note 1 to the Financial Statements, 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 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

1 unchanged sentence

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.

have no material commitments as of May 31, 2023.

Accounting Pronouncements

29 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