What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-12-14 compared with 2022-12-14 · 396 added, 336 removed, 482 unchanged (60% of the section changed)

3 unchanged sentences

on the Financial Statements

have audited the accompanying balance sheet of EvoAir Holdings Inc.

(the “Company”) as of August 31, 2022, the related statements

of income, comprehensive income, shareholders’ equity, and cash flows for the year then ended August 31, 2022, and the related

notes to the financial statements and schedule (collectively, the financial statements).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of August 31, 2022, and the results of its operations and

its cash flows for the year ended August 31, 2022, in conformity with accounting principles generally accepted in the United States of

have audited the accompanying consolidated balance sheets of EvoAir Holdings Inc.

(the “Company”) as of August 31, 2023

and 2022, the related statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for

each of the two years ended August 31, 2023 and 2022, and the related notes to the financial statements and schedule (collectively, the

financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of

the Company as of August 31, 2023, and the results of its operations and its cash flows for the year ended August 31, 2023, in

conformity with accounting principles generally accepted in the United States of America.

Going concern uncertainty

33 unchanged sentences

have served as the Company’s auditor since 2021.

December 14, 2023

HOLDINGS INC.

2 unchanged sentences

OF AUGUST 31, 2023 AND AUGUST 31, 2022

August 31, 2022

August 31, 2021

Current assets

Cash and cash equivalents

Account receivables

and cash equivalents

receivable, net

Deposit, prepayments and other receivables

Total current assets

current assets

plant and equipment, net

lease right-of-use assets

Technology-related

intangible assets, net

non-current assets

Property, plant and equipment, net

Operating lease right-of-use assets

Technology-related intangible assets, net

Total non-current assets

AND SHAREHOLDERS’ EQUITY

payable and accruals

purchase creditor

due to shareholders

lease liability - current

current liabilities

Accounts payable and accruals

Other payables

Deferred revenue

hire purchase creditor

Financial liability - Convertible Bonds

Amounts due to shareholders

Operating lease liability - current

Total current liabilities

operating lease liabilities

non-current liabilities

Non-current hire purchase creditor

Non-current operating lease liabilities

Total non-current liabilities

TOTAL LIABILITIES

Commitments and contingencies (Note 16)

Shareholders’ equity

Common stock, 1,000,000,000

par value, 101,853,397

and 2,970,000

shares issued and outstanding as at August 31, 2022 and August 31, 2021

Additional paid in capital

Shares to be issued

Accumulated other comprehensive income

Accumulated deficit

and contingencies (Note 15)

Shareholders’

stock, 1,000,000,000 authorized;

$ 0.001 par value, 102,310,933 and 101,853,397 shares issued and outstanding as at August 31, 2023

and August 31, 2022

paid in capital

other comprehensive income

( 13,523,266 )

( 7,465,373 )

Non-controlling interest

Total shareholders’ equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

Non-controlling

shareholders’ equity

LIABILITIES AND SHAREHOLDERS’ EQUITY

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

6 unchanged sentences

Cost of revenue

Gross (loss) / profit

Operating expenses:

5 unchanged sentences

( 4,617,651 )

Other income/(expense)

Other (expense) /income

Interest expense

( 1,005,498 )

Total other income/(expense)

Other (expense)/income

Total other expense, net

Loss from operation before income taxes

8 unchanged sentences

( 5,231,877 )

Other comprehensive income:

Other comprehensive (loss)/income:

Foreign currency translation adjustment

12 unchanged sentences

HOLDINGS INC.

STATEMENT OF CHANGES IN EQUITY (DEFICIT)

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

Dollars, except share data or otherwise stated)

THE YEARS ENDED AUGUST 31, 2023 AND 2022

Additional paid in

Accumulated other comprehensive

comprehensive

Non-controlling

Balance at August 31, 2020

at August 31, 2021

$ ( 2,233,496 )

conversion feature on financial liability -Convertible bonds

of common stock for convertible bonds

of common stock pursuant to share exchange agreement

of common stock for Intellectual Assets

of common stock for Cash

currency translation adjustment

( 5,231,877 )

Forgiveness of loan from related party and stock refund payable

Capital contribution

Issuance of common stock for cash

Foreign currency translation adjustment

( 5,556,627 )

at August 31, 2022

$ ( 7,465,373 )

Balance at August 31, 2021

of common stock for Cash

currency translation adjustment

( 6,057,893 )

Beneficial conversion feature on financial liability -convertible bonds

Capital contribution

Issuance of common stock for convertible bonds

Issuance of common stock pursuant to share exchange agreement

Issuance of common stock for Intellectual Assets

Issuance of common stock for Cash

Foreign currency translation adjustment

( 6,317,373 )

as of August 31, 2023

$ ( 13,523,266 )

Balance at August 31, 2022

$ ( 148,180 )

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

HOLDINGS INC.

STATEMENTS OF CASH FLOWS

STATEMENT OF CASH FLOWS

Dollars, except share data or otherwise stated)

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Beneficial conversion feature of convertible bonds

Property, plant and equipment impairment and abandonments

Changes in operating assets and liabilities:

Decrease / (Increase) in accounts receivables

Decrease in accounts receivables

Increase in inventories

Decrease/ (Increase) in deposit, prepayments and advances to suppliers

( 1,185,426 )

Increase in operating lease right-of-use assets

Increase in accounts payable and accruals

Increase in deferred revenue

Decrease in stock refund payable

Increase in operating lease liabilities

Decrease in deposit, prepayments and advances to suppliers

Decrease/(Increase) in operating lease right-of-use assets

(Decrease)/Increase in accounts payable and accruals

(Decrease)/Increase in deferred revenue

(Decrease)/Increase in operating lease liabilities

Decrease in other payables

Decrease in amounts due to related party

Increase /(Decrease) in amounts due to related parties

Net cash used in operations

2 unchanged sentences

Cash flows from investing activity

Purchase of property and equipment

Purchase of property, plant and equipment

Net cash used in investing activity

1 unchanged sentence

Cash flows from financing activities

Proceeds from hire purchase

Payments of hire purchase

3 unchanged sentences

Net cash generated from financing activities

Net (decrease)/increase in cash and cash equivalents

Net increase /(decrease) in cash and cash equivalents

( 1,646,760 )

5 unchanged sentences

Common stock issued for convertible bonds

Increase in additional paid in capital due to forgiveness of loan from related party and stock refund payable

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

3 unchanged sentences

1 – ORGANIZATION AND BUSINESS OPERATIONS

EvoAir Holdings Inc., (formerly Unex Holdings Inc.) (the “Company”, “EVOH”, “we”, “us”, or “our”) is a corporation

established under the corporation laws in the State of Nevada on February 17, 2017.

The Company has adopted an August 31 fiscal year

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, United States of America (“U.S”) on February

The Company has adopted an August 31 fiscal year end.

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

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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”) 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 sale of heating, ventilation and

air conditioning (“HVAC”) products in Asia.

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 .

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

Low, the then sole executive officer and director of the

Company and the owner of 2,000,000

restricted shares of common stock, with par vaue of $ 0.001 per share (“Common

Stock”) of the Company (“EvoAir 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 allotted in aggregate 98,809,323

ordinary shares of common stock to certain parties.

On completion of the Allotment Transactions, the total number of issued and

outstanding shares of common stock of the Company were 101,779,323

and allotted in aggregate 98,809,323 ordinary

shares of common stock to certain parties.

On completion of the Allotment Transactions, the total number of issued and outstanding

shares of common stock of the Company were 101,779,323 (“Then

Enlarged Share Capital”):

On December 20, 2021, Dr.

Low and Chan Kok Wei 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 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 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 the Tan Soon Hock, Ivan Oh Joon Wern and the Relevant Interest

Holders agreed to sell all relevant interests in the EvoAir 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.

On December 20, 2021, Dr.

Low entered into two deeds of assignment of intellectual properties with WKL Eco Earth Holdings, in respect of 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 (“Allegro Investment”), a company incorporated in the British Virgin

Islands with 50 % shareholdings held by Chan Kok Wei and Ong Bee Chen, respectively, of 24,000

shares and 6,000

EvoAir Shares, respectively, or approximately 0.02 %

of the Then 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, Allegro Investment and WKLEE Sellers of 49,320 EvoAir Shares, 8,280 EvoAir Shares and in aggregate

14,400 shares, respectively, or approximately 0.05 %, 0.009 % and in aggregate 0.014 %, respectively,

of the Then 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

EvoAir Shares, 2,520,000

EvoAir Shares and in aggregate 6,001,794

EvoAir shares, respectively, or approximately 6.91 %, 2.48 %

and in aggregate 5.90 %,

respectively, of the Then Enlarged Share Capital.

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

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 Dr.

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.

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, Allegro Investment and certain nominees shall be allotted and issued 63,362,756

EvoAir Shares, 14,297,259

EvoAir Shares and in aggregate 5,487,752

EvoAir Shares, respectively or approximately 62.25 %, 14.05 %

and in aggregate 5.39 %,

respectively of the Then 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.

International is a company incorporated in the British Virgin Islands on November 17, 2021.

Effective from the December 20, 2021, it

wholly owned 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,

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 in April 6, 2021 and (f) Evo Air Marketing, a Malaysian company incorporated in

February 2, 2021, is a wholly owned subsidiary of EvoAir Manufacturing.

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

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

5 unchanged sentences

under the new ticker symbol “EVOH”.

Company consolidates the following subsidiaries:

2 Stockholders

Company entered into a series of offerings for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of

$ 2.50 , as follows:

15, 2022, the Company entered into certain share subscription agreement with Ms.

Ang Lee Kim Jane, who is a “non-U.S.

as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company

agreed to issue and sell 74,074 shares of Common Stock, at a per share purchase price of $ 2.50 , 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 gross proceeds

were $ 185,185 .

On June 3, 2022, the Company

entered into certain share subscription agreement with Mr.

Wong Hon Wai who is a “non-U.S.

Persons” as defined in Regulation

S of the Securities Act pursuant to which the Company agreed to issue and sell 5,000 shares of Common Stock, at a per share purchase

price of $ 2.50 , 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 gross proceeds were $ 12,500 .

On October 25, 2022, the

Company entered into Regulation S share subscription agreements with eight investors, each of whom represented that it was a “non-U.S.

Persons” as defined in Securities Act.

On the same date, the Company entered into Regulation D share subscription agreements

with two investors, each of whom represented that it was an “Accredited Investors” as defined in Regulation D of the

Securities Act.

Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 129,621 shares

of Common Stock to the Regulation S investors, and (ii) 15,000 shares of Common Stock to the Regulation D investors, respectively,

at a per share purchase price of $ 2.50 , 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 gross proceeds in aggregate were $ 361,553 .

On February 20, 2023, the

Company entered into Regulation S share subscription agreements with eleven investors, each of whom represented that it was a “non-U.S.

Persons” as defined in Regulation S of the Securities Act.

Pursuant to the share subscription agreements, the Company agreed

to issue and sell in aggregate, (i) 57,783 shares of Common Stock to the Regulation S investors, at a per share purchase price of

$ 2.50 as part of a series of the 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 gross proceeds in aggregate were $ 144,443 .

On July 13, 2023, the Company

entered into Regulation S share subscription agreements with 31 investors, each of whom represented that it was a “non-U.S.

Persons” as defined in Regulation S of the Securities Act.

Pursuant to the share subscription agreements, the Company agreed

to issue and sell in aggregate, (i) 250,132 shares of Common Stock to the Regulation S Investors, at a per share purchase price of

$ 2.50 as part of a series of the 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 gross proceeds in aggregate were approximately $ 625,330 .

On September 7, 2023, the

Company entered into Regulation S share subscription agreements with 71 investors, each of whom represented that it was a “non-U.S.

Persons” as defined in Regulation S of the Securities Act.

Pursuant to the share subscription agreements, the Company agreed

to issue and sell in aggregate, 365,164 shares of Common Stock to the Regulation S investors, at a per share purchase price of $ 2.50

as part of a series of the 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 gross proceeds in aggregate were approximately $ 912,889 .

On November 21, 2023, the

Company entered into a Regulation S share subscription agreement with Wong Chun Shoong who represented that he was a “non-U.S.

Persons” as defined in Regulation S of the Securities Act.

Pursuant to the share subscription agreement, the Company agreed

to issue and sell in aggregate, 8,658 shares of Common Stock to the Regulation S investors, at a per share purchase price of $ 2.50

as part of a series of the 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 gross proceeds in aggregate were approximately $ 21,645 .

of the Company’s subsidiaries:

OF CONSOLIDATED SUBSIDIARIES

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WKL EcoEarth Indochina Co Ltd (Cambodia)

WKL Guanzhen Green Technology Guangzhou Co Ltd (China)

WKL Guanzhe Green Technology Guangzhou Co Ltd (China)

Subsidiary of EvoAir Manufacturing (M) Sdn Bhd

3 unchanged sentences

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.

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 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 August 31, 2023, is prepared using generally accepted accounting principles in the United

States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal

course of business.

The Company has not yet established a sustainable ongoing source of revenues sufficient to cover its operating costs

and allow it to continue as a going concern.

of August 31, 2022, and August 31, 2021, the Company had an accumulated deficit of $ 7,465,373 and $ 2,233,496 respectively.

incurred net loss of $ 5,231,877 and $ 1,084,886 for years ended August 31, 2022, and August 31, 2021, respectively.

The cash used in operating

activities were $ 1,540,167 and $ 2,001,253 for the years ended August 31, 2022, and August 31, 2021, respectively.

It was brought to the

attention of the Management to assess going concern considering all facts and circumstances about the foreseeable future of the Company

as well as its assets and liabilities on the basis that it will be able to realize and discharge them in the normal course of business.

the injection of a viable business into the Company (“New Business”) contemplated under the Transaction (defined in Note

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

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 yet

established a sustainable ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going

of August 31, 2023, and August 31, 2022, the

Company had an accumulated deficit of $ 13,523,266 and

respectively.

The Company incurred net loss of $ 6,057,893

and $ 5,231,877 for the

years ended August 31, 2023, and August 31, 2022, respectively.

The cash used in operating activities were $ 1,674,395

and $ 1,540,167

for FYE 2023 and 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

the injection of HVAC business into the Company (“HVAC Business”) pursuant to 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

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.

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.

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.

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 consolidated financial statements have been prepared by EVOH and its subsidiaries (the “Group” or “EvoAir Group”) in accordance with U.S.

generally accepted accounting principles (“U.S.

accompanying 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”).

consolidated financial statements include the accounts of EvoAir International, WKL Eco Earth Holdings,

WKL Eco Earth, WKL Green Energy, and its 67.5 % owned EvoAir Manufacturing which included a 100 % owned subsidiary Evo Air Marketing, 55 %

owned WKL EcoEarth Indochina, and its 55 % owned WKL Guanzhe as part of the Transaction contemplated in Note 1.

WKL Eco Earth and WKL Green Energy were under common control at the time of the Transaction, it is required under U.S.

consolidated financial statements include the accounts of EvoAir International, WKL Eco Earth Holdings, WKL Eco Earth, WKL Green

Energy, and its 67.5 %

owned EvoAir Manufacturing which included a 100 %

owned subsidiary Evo Air Marketing, 55 %

owned WKL EcoEarth Indochina, and its 55 %

owned WKL Guanzhe as part of the Transactions pursuant to Note 1.

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

17 unchanged sentences

statements include, among others, 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.

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.

4 unchanged sentences

cash with a high credit quality financial institution.

Guanzhe business is primarily conducted in China and substantially all of revenues are denominated in RMB.

Guanzhe business is primarily conducted in China and substantially all of revenue are denominated in RMB.

The government of People’s

6 unchanged sentences

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

Conversion Features (“BCF”)

accordance with FASB ASC 470-20, “Debt with Conversion and Other Options”, the BCF for the convertible instruments is recognized

and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital.

intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the

common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is

If certain other securities are issued with the convertible security, the proceeds are allocated among the different components.

The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine

the effective conversion price, which is used to measure the BCF.

The effective conversion price is used to compute the intrinsic value.

The value of the BCF is limited to the basis that is initially allocated to the convertible security.

Currency Translation

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

An allowance for doubtful accounts is recorded in the period when loss

is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging and other

The Company reviews

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

An account receivable is written off after all collection effort has

Recoveries of receivables previously written off are recorded

when received.

An allowance for doubtful

accounts is recorded in the period when loss is probable based on an assessment of specific evidence indicating troubled collection,

historical experience, accounts aging and other factors.

The Company reviews the allowance for doubtful accounts on a regular basis,

and all past due balances are reviewed individually for collectability.

An account receivable is written off after all collection effort

Recoveries of receivables previously written off are recorded when received.

Interest is not charged on past due accounts.

of August 31, 2022, and August 31, 2021, our accounts receivable amounted to $ 85,960 and $ 127,802 , respectively, with no allowance for

doubtful accounts for both periods.

of August 31, 2023, and August 31, 2022, our accounts receivable amounted to

$ 44,130 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.

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prepayments, and other receivables

Deposit, prepayments and other receivables are comprised

of prepayments paid to vendors to initiate orders and prepaid services fees and are classified as current assets if such amounts are

to be recognized within one year from the balance sheet date.

Plant and Equipment

prepayments and other receivables are comprised of prepayments paid to vendors to initiate orders and prepaid services fees and are classified

as current assets if such amounts are to be recognized within one year from the balance sheet date.

Property, Plant and Equipment

plant and equipment are recorded at cost.

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Property and equipment are depreciated over 5 to 10 years .

SUMMARY OF ESTIMATED USEFUL LIVES OF ASSETS

OF ESTIMATED USEFUL LIVES OF ASSETS

Plant and machineries

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Company collects deposits from customers in advance for some business contracts.

The customer payments received in advance are recorded

as deferred revenue on the balance sheet.

The deferred revenue of $ 426,777 recorded as of August 31, 2021, was subsequently recognized

as revenue in October 2021.The Company recognized $ 513,072 deferred revenue as of August 31, 2022, with $ 112,176 recognized as revenue as of the report date.

The customer payments received in advance are

recorded as deferred revenue on the balance sheet.

The deferred revenue of $ 513,072

recorded as of August 31, 2022, with $ 110,134 recognized as revenue during year ended August 31, 2023.

The Company recognized

deferred revenue as of August 31, 2023, with $ 56,806 recognized

as revenue as of the report date.

have entered into operating agreements primarily for office and factory.

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Our incremental borrowing rate is estimated to approximate the interest rate on a

collateralized basis with similar terms and payments, and in economic environments where the leased asset is located.

collateralized basis with similar terms and payments, and in the economic environments where the leased asset is located.

Operating lease

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(Loss) per Share

Company computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, “Earnings per

Share.” Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the

weighted average number of common shares outstanding during the reporting period.

Diluted earnings per share reflects the potential

dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest

resulting in the issuance of common stock that could share in the earnings of the Company.

As of August 31, 2022, the Company has no

potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Company computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, “Earnings per Share.”

Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number

of common shares outstanding during the reporting period.

Diluted earnings per share reflects the potential dilution that could occur

if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common

stock that could share in the earnings of the Company.

As of August 31, 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 U.S.

Securities and Exchange Commission (“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.

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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be applied prospectively to acquisitions occurring on or after the effective date of December 15, 2022, and early adoption is permitted.

There is no material impact on the Company’s financial statements.

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

These pronouncements did not have any material

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

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

5 INVENTORIES

consist of the following:

SUMMARY OF INVENTORIES

OF INVENTORIES

August 31, 2023

August 31, 2022

Finished goods

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prepayments, and other receivables consists of the following:

SCHEDULE OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

August 31, 2023

August 31, 2022

Deposits and Prepayment

Other receivables (Advances from suppliers)

Other receivables (Advances to suppliers)

7 PROPERTY, PLANT AND EQUIPMENT, NET

plant, and equipment consist of the following:

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

OF PROPERTY, PLANT AND EQUIPMENT

August 31, 2023

August 31, 2022

Plant and machineries

1 unchanged sentence

Furniture and equipment

plant and equipment gross

Property plant and equipment gross

Accumulated depreciation

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

SUMMARIZES OF INTANGIBLE ASSETS

OF INTANGIBLE ASSETS

August 31, 2023

August 31, 2022

Technology 1-Portable Air Cooler

Technology 2-Condensing Unit

lived intangible assets, gross

Finite- lived intangible assets, gross

Accumulated amortization

( 6,928,981 )

( 2,771,592 )

Intangible assets, net

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

Amortization expense for intangible assets for the

year ended August 31, 2023, was $ 4,157,389 .

9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

payables and accruals, and other payables consist of the following:

payable and accruals, and other payables consist of the following:

OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE

August 31, 2023

August 31, 2022

Accounts payable

Other payables

10 CONVERTIBLE BONDS

bonds consist of the following:

SCHEDULE OF CONVERTIBLE BONDS

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

Accrued interests are due November 2020.

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

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

Accrued interests were paid on

November 15, 2020 .

The Company issued 49,383

shares of common stock pursuant to the conversion of convertible bonds at 10 % discount to the

issue price upon completion of the Transaction.

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

Accrued interests were paid on November

The Company issued 205,762

shares of common stock pursuant to the conversion of convertible bonds at 10 % discount to the

issue price upon completion of the Transaction

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

Accrued interests were paid on November

The Company issued 1,647

shares of common stock pursuant to the conversion of convertible bonds at 10 % discount to the

issue price upon completion of the Transaction

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

Accrued interests were paid on November

The Company issued 82,305

shares of common stock pursuant to the conversion of convertible bonds at 10 % discount to the

issue price upon completion of the Transaction

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

Accrued interests were paid on November

The Company issued 24,692

shares of common stock pursuant to the conversion of convertible bonds at 10 % discount to the

issue price upon completion of the Transaction

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

Accrued interests were paid on November

The Company issued 205,762

shares of common stock pursuant to the conversion of convertible bonds at 10 % discount to the

issue price upon completion of the Transaction

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

Accrued interests were paid on November

The Company issued 329,219

shares of common stock pursuant to the conversion of convertible bonds at 10 % discount to the

issue price upon completion of the Transaction

Convertible bonds payable to a private investor,interest free.

The Company issued 205,762

shares of common stock pursuant to the conversion of convertible bonds at 10 %

discount to the issue price upon completion of the Transaction

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

Accrued interests were paid on November

The Company issued 15,523

shares of common stock pursuant to the conversion of convertible bonds at 10 % discount to the

issue price upon completion of the Transaction

accrued interests from above convertible bonds have been settled on November 15, 2020.

All principals were converted into a total of

1,116,055 shares at S$ 0.9

per share based on 10 % discount to issue price

of US 1.00 , i.e.

(US$ 0.90 ) (“Conversion Price”) at the closing date.

The company determined a contingent BCF existed at the

date of issuance of the convertible bonds, which allowed the holders to purchase equity at a discount to the offering price.

contingent BCF is measured on the basis of the commitment-date stock price, it is not recognized until the contingency occurs.

the year ended August 31, 2022, upon the completion of the Transactions, the conversion feature has been realized.

The Company recorded

the beneficial conversion feature of U$ 1,005,645 .

10 RELATED PARTY TRANSACTIONS

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The Company reported amount due to shareholders of $ 232,095 and $ 2,301 as of August 31, 2023, and August 31, 2022, respectively.

Awareness Sdn Bhd

Awareness Sdn Bhd is related to a common shareholder.

Eco Awareness Sdn Bhd

Eco Awareness Sdn Bhd is related to a common shareholder.

Eco Awareness Sdn Bhd was our main distributor for E-cond Life product.

Eco Awareness Sdn Bhd has been re-designated as distributor in October 2021.

sales generated from ECo Awareness Sdn Bhd amounted to $ 22,903 and $ 190,640 during the years ended August 31, 2022, and August 31, 2021,

respectively.

The accounts receivable from ECo Awareness Sdn Bhd amounted to $ 0 and $ 77,830 as of August 31, 2022, and August 31, 2021,

sales generated from Eco Awareness Sdn Bhd amounted to $ Nil and $ 22,903 during the years ended August 31, 2023, and August 31, 2022,

respectively.

purchases from ECo Awareness Sdn Bhd amounted to $ 15,904 and $ 70,820 during the years ended August 31, 2022, and August 31, 2021, respectively.

The accounts payable due to ECo Awareness Sdn Bhd amounted $ 0 and $ 70,650 as of August 31, 2022, and August 31, 2021, respectively.

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

purchases from Eco Awareness Sdn Bhd amounted to $ Nil and $ 15,904 during the years ended August 31, 2023, and August 31, 2022, respectively.

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

11 STOCKHOLDERS’ EQUITY

1 unchanged sentence

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

the year ended August 31, 2021, a related party forgive a loan and stock refund payable amounting to $ 13,292 ,

which were written off against additional paid-in capital.

the year ended August 31, 2021, the Company received cash proceeds of $ 2,392,500 from capital contribution.

The Company also received

cash proceeds of $ 861,883 from shares to be issued, and those shares were issued during year ended August 31, 2022.

the year ended August 31, 2022, the Company issued 1,116,055 shares of common stock in connection with the conversion of $ 1,004,442 in

3 unchanged sentences

assignments of intellectual properties.

the year ended August 31, 2022, the Company issued 14,443,501 shares of common stock pursuant to investment exchange agreements with

FYE 2022, the Company issued 14,443,501 shares of common stock pursuant to investment exchange agreements with

relevant interest holders in relation to capital raising undertaken by WKL Eco Earth Holdings in prior years.

the year ended August 31, 2022, the Company issued 30,000 shares of common stock pursuant to share exchange agreement with WKL Eco Earth

FYE 2022, the Company issued 30,000 shares of common stock pursuant to share exchange 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 year ended August 31, 2022, the Company issued 74,074 shares of common stock, par value $ 0.001 per share (“Common Stock”),

at a per share purchase price of $ 2.50 (the “Offering”) for gross proceeds of $ 185,185 , 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 year ended August 31, 2022, the Company received cash proceeds of $ 199,845

from capital contribution.

The Company also received cash proceeds of $ 75,000

from 30,000 shares to be issued, and those shares were issued on October 26, 2022.

FYE 2022, the Company issued 74,074

shares of common stock, par value $ 0.001

per share (“Common Stock”), at a per share purchase price of $ 2.50

(the “Offering”) for gross proceeds of $ 185,185 ,

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

(“Round 2 Offering”).

FYE 2022, the Company received cash proceeds of $ 199,845 from capital contribution.

The Company also received cash

proceeds of $ 75,000 from 30,000 shares to be issued, and those shares were issued on October 26, 2022.

the FYE 2023 the Company issued 427,536 shares of Common Stock at a per share purchase price of $ 2.50 as part of the

Offering for gross proceeds of $ 1,068,728 .

the FYE 2023, the Company received cash proceeds of $ 934,534 as part of the Offering, of which 373,822 shares of Common Stock at per

share purchase price of $ 2.50 were issued on November 21, 2023.

500 shares of Common Stock were also issued to an individual in

consideration for marketing services provided to the Company during FYE 2023, and the shares were issued on November 21,

of August 31, 2023, and August 31, 2022, the Company had 102,310,933 and 101,853,397 shares of its common stock issued and outstanding,

28 unchanged sentences

SCHEDULE OF COMPONENTS ON NET DEFERRED TAX ASSET

August 31, 2023

August 31, 2022

Net operating loss carry-forward

5 unchanged sentences

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

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 ASSET 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, 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 office and factory.

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 office and factory.

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.

5 unchanged sentences

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, 1st, 2nd 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 year ended

August 31, 2023.

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

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

SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES

OF ROU ASSET AND OPERATING LEASE LIABILITIES

Operating lease liabilities ,

2 unchanged sentences

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

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

OF MATURITIES OF LEASE LIABILITIES

Operating lease

1 unchanged sentence

14 CONCENTRATIONS

For the years ended August 31, 2022, and 2021, the following customers comprised more than 10% of total sales:

OF CUSTOMERS COMPRISED OF TOTAL SALES

the years ended August 31, 2023, and 2022, the following customers comprised more than 10% of total sales:

OF CUSTOMERS AND VENDORS

For the years

Accounted for less than 10%

for the period

As of the years ended August 31, 2022, and 2021, the following customers comprised more than 10% of total accounts receivable:

OF CUSTOMERS COMPRISE OF TOTAL ACCOUNTS RECEIVABLE

August 31, 2023

August 31, 2022

for less than 10% for the year.

of the years ended August 31, 2023, and 2022, the following customers comprised more than 10% of total accounts receivable:

OF CUSTOMERS AND VENDORS

For the year ended

Accounted for less than 10 %

for the year end

For the years ended August 31, 2022, and 2021, the following vendors comprised more than 10% of total purchases:

OF VENDORS COMPRISED OF TOTAL PURCHASES

August 31, 2023

August 31, 2022

for less than 10% for the year end.

the years ended August 31, 2023, and 2022, the following vendors comprised more than 10% of total purchases:

OF CUSTOMERS AND VENDORS

For the years

Accounted for less than 10%

for the period

August 31, 2023

August 31, 2022

for less than 10% for the year.

15 COMMITMENTS AND CONTINGENCIES

25 unchanged sentences

in these consolidated financial statements, except as follow:

September 2022, the Company agreed to issue and sell 119,621 shares (the “Shares”) of its common stock, par value $ 0.001

per share (“Common Stock”), at a per share purchase price of $ 2.50 (the “Offering”), 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 Company received

the gross proceeds from the Offering of $ 299,055 on September 14, 2022, September 15, 2022, and September 27, 2022, respectively.

shares were issued to the Investors on October 26, 2022.

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

Secretary of State to change the name of the Company from Unex Holdings Inc.

to EvoAir Holdings Inc.

(the “Name Change”),

and the Name Change became market effective on November 4, 2022.

Effective on November 11, 2022, the Company’s shares began trading

under the new ticker symbol “EVOH”.

September 7, 2023, the Company entered into Regulation S share subscription agreements with 71 investors, each of whom represented that

it was a “non-U.S.

Persons” as defined in Regulation S of the Securities Act of 1933, as amended.

Pursuant to the Regulation

S SPAs, the Company agreed to issue and sell in aggregate, 365,164 shares of common stock, par value $ 0.001 per share (“Common

Stock”) to the Regulation S Investors, at a per Share purchase price of $ 2.50 (the “Offering”) as part of a series

of the private placement 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 gross proceeds from the Offering in aggregate will be approximately $ 912,889 .

The SPA Shares were issued on September

15, 2023, and the Regulation S SPAs were closed on September 15, 2023.

November 21, 2023, the Company entered into Regulation S share subscription with one Regulation S Investor, who represented that he was

Persons” as defined in Regulation S of the Securities Act of 1933, as amended.

Pursuant to the Regulation S SPA,

the Company agreed to issue and sell in aggregate, 8,658 shares of common stock, par value $ 0.001 per share to the Regulation S Investor,

at a per Share purchase price of $ 2.50 as part of a series of the private placement 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 gross proceeds from the Offering in aggregate was approximately

November 21, 2023, the Company issued in aggregate, 52,107 shares of Common Stock to 15 referral agents in consideration for their referral

to the Company of certain investors.

Each Referral Agent is a “non-US.

Persons” as defined in Regulation S.

November 21, 2023, the Company issued in aggregate, 5,500 shares of Common Stock to two individuals in consideration for marketing services

provided to the Company by Artisan Creative Studio, a marketing entity based in Malaysia.

Each of the individuals is a “non-US.

Persons” as defined in Regulation S.

On December 12, 2023,

EvoAir Manufacturing entered into an OEM supply agreement (the “Agreement”) with Tadmonsori Holdings Sdn Bhd (“THSB”)

pursuant to which the parties have agreed for THSB to purchase certain products (the “Products”) from EvoAir Manufacturing

to resell directly under THSB’s branding, trademark, graphics, packaging designs and artwork, with the insertion of the words “Powered

by EVOAIR” inserted at the back of each Product, to THSB end user customers.

The Agreement will be renewable on a three-year basis,

and upon the execution of the Agreement, THSB shall have made a minimum order of 3,000 units of the Products upon signing of the Agreement,

and to target a total sales turnover of 105,000,000 Malaysia Ringgit (approximately US$ 22,522,522 , as calculated at the Foreign Exchange

Rate of US$1 = 4.6620 Malaysia Ringgit on December 8, 2023, as published in H.10 statistical release of the United States Federal Reserve

Board) over 3 years from January 1, 2024 to December 31, 2026.

CHANGES IN AND DISAGREEMENTS

1 unchanged sentence

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-K

Item 8. Financial Statements and Supplementary Data