What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-01-16 compared with 2023-07-14 · 355 added, 323 removed, 385 unchanged (64% of the section changed)

3 unchanged sentences

Dollars, except share data or otherwise stated)

OF MAY 31, 2023 AND AUGUST 31, 2022

OF NOVEMBER 30, 2023 AND AUGUST 31, 2023

November 30, 2023

August 31, 2023

Current assets

11 unchanged sentences

Accounts payable and accruals

Income tax payable

Other payables

2 unchanged sentences

Amounts due to shareholders

Operating lease liability

Operating lease liability - current

Total current liabilities

Non-current liabilities

Hire purchase creditor

Operating lease liabilities

Non-current hire purchase creditor

Non-current operating lease liabilities

Total non-current liabilities

2 unchanged sentences

Shareholders’ equity

Common stock, 1,000,000,000 authorized;

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

Common stock, 1,000,000,000

par value, 102,742,362

and 102,310,933

shares issued and outstanding as at November 30, 2023 and August 31, 2023

Additional paid in capital

Shares to be issued

Accumulated other comprehensive income

Accumulated other comprehensive loss

Accumulated deficit

4 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

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

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 NINE MONTHS ENDED MAY 31, 2023 AND 2022

Three months ended

Nine months ended

THE THREE MONTH ENDED NOVEMBER 30, 2023 AND 2022

November 30, 2023

November 30, 2022

Cost of revenue

6 unchanged sentences

( 1,447,120 )

( 4,319,003 )

( 3,022,883 )

Other income/(expense)

Interest income/(expense)

( 1,005,799 )

Other (expense)/income

Total other expenses

Total other income

Loss from operation before income taxes

1 unchanged sentence

( 1,440,143 )

( 4,390,863 )

( 4,001,086 )

Income tax credit

$ ( 1,513,423 )

$ ( 1,429,356 )

Income tax expenses

$ ( 1,524,321 )

4 unchanged sentences

( 1,373,327 )

( 4,201,144 )

( 3,673,379 )

Other comprehensive (loss)/income:

Other comprehensive income:

Foreign currency translation adjustment

2 unchanged sentences

( 1,391,234 )

( 4,262,712 )

( 3,517,964 )

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

net comprehensive income attributable to non-controlling interests

Net comprehensive loss attributable to equity holders of the Company

1 unchanged sentence

( 1,387,050 )

( 4,263,005 )

( 3,600,638 )

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

2 unchanged sentences

Basic and diluted

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

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

HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Dollars, except share data or otherwise stated)

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

THE THREE MONTHS ENDED NOVEMBER 30, 2023 AND 2022

comprehensive

Non-controlling

Balance as of August 31, 2022

1 unchanged sentence

Capital contribution

Issuance of common stock pursuant to capital raising

Issuance of common stock for Cash

Foreign currency translation adjustment

4 unchanged sentences

$ ( 129,973 )

Foreign currency translation adjustment

Issuance of common stock pursuant to share subscription agreement

( 1,376,162 )

( 1,437,078 )

Balance as of February 28, 2023

$ ( 10,214,862 )

$ ( 187,394 )

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.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

Dollars, except share data or otherwise stated)

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

comprehensive

Accumulated other comprehensive

Non-controlling

Balance as of August 31, 2023

$ ( 13,523,266 )

Foreign currency translation adjustment

Balance as of November 30, 2021

$ ( 148,180 )

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

$ ( 13,523,266 )

$ ( 148,180 )

Balance as of February 28, 2022

$ ( 4,613,553 )

Issuance of common stock for Cash

( 1,066,052 )

Foreign currency translation adjustment

Issuance of common stock for cash

( 1,444,323 )

( 1,524,321 )

Balance as of May 31, 2022

Balance as of November 30, 2023

( 14,967,589 )

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

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 NINE MONTHS ENDED MAY 31, 2023 AND 2022

THE THREE MONTHS ENDED NOVEMBER 30, 2023 AND 2022

November 30, 2023

November 30, 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:

Beneficial conversion feature of convertible bonds

Decrease in accounts receivable

Decrease/(Increase) in inventories

Decrease in deposit, prepayments and other receivables

(Increase)/decrease in accounts receivables

(Increase)/decrease in inventories

Decrease in deposit, prepayments, and advances to suppliers

Decrease in operating lease right-of-use assets

Decrease in accounts payable and accruals

Increase/(decrease) in accounts payable and accruals

Decrease in deferred revenue

Decrease in operating lease liabilities

(Decrease)/Increase in other payables

Increase/(Decrease) in amounts due to shareholders

Decrease in other payables

Increase in amounts due to shareholders

Net cash used in operating activities

2 unchanged sentences

Cash flows from investing activity

Purchase of property, plant and equipment

Purchase of property and equipment

Cash used in investing activity

3 unchanged sentences

Proceeds from issuance of common stock

Proceeds from shares to be issued

Proceeds from capital contribution

Net cash generated from financing activities

Net increase/(decrease) in cash and cash equivalents

( 1,404,586 )

Net cash (used in)/generated from financing activities

Net (decrease)/increase in cash and cash equivalents

Effect of exchange rate changes

Cash and cash equivalents at start of year

Cash and cash equivalents at end of year

Supplemental disclosure of non-cash investing and financing information:

Common stock issued for technology-related intangible assets

Common stock issued for convertible bonds

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

Cash and cash equivalents at start of period

Cash and cash equivalents at end of period

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

1 unchanged sentence

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE NINE MONTHS ENDED MAY 31, 2023, AND 2022

THE THREE MONTHS ENDED NOVEMBER 30, 2023, AND 2022

1 – ORGANIZATION AND BUSINESS OPERATIONS

13 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 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.

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

1 unchanged sentence

On completion of the Allotment Transactions, the

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

total number of issued and outstanding shares of common stock of the Company were 101,779,323 (“Then

Enlarged Share Capital”):

December 20, 2021, Dr.

2 unchanged sentences

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.

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 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.

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

Allegro Investment (BVI) Limited (“Allegro Investment”), a company incorporated in the British Virgin Islands

(“BVI”) 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.

On December 20, 2021, Dr.

Low, Chan Kok Wei, Ong Bee Chen and certain sellers (“WKLEE Sellers”) entered into a share exchange agreement with WKL

Eco Earth Holdings, pursuant to which Dr.

Low, 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.

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 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 transaction.

20, 2021, Dr.

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

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

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 Transactions (the “Closing”) occurred on December 20, 2021 (the “Closing Date”).

The closing of the Transactions (“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 and its subsidiaries.

International is a company incorporated in the British Virgin Islands (“BVI”) on November 17, 2021.

International is a company incorporated in BVI on November 17, 2021.

Effective from the December

14 unchanged sentences

under the new ticker symbol “EVOH”.

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 .

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 .

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:

15 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 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.

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 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 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

Company’s financial statements as of November 30, 2023, is prepared using generally accepted accounting principles in the United

States of America (“U.S.

GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation

of liabilities in the normal course of business.

The Company has not yet established a sustainable ongoing source of revenue sufficient

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

of November 30, 2023, and August 31, 2023, the Company

had an accumulated deficit of $ 14,967,589 and $ 13,523,266 respectively.

The Company incurred net loss of $ 1,524,321 and $ $ 1,440,362 for the three months ended November 30, 2023, and November 30, 2022, respectively.

The cash used in operating activities was $ 103,466 and $ 264,216 for the three months ended November 30, 2023, and November 30, 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 development of HVAC business (“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

3 unchanged sentences

In addition, the Company is also working on

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

unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and,

accordingly financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts

and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

raising additional funding in conjunction with the Company’s plan to uplist on Nasdaq Capital Market/ NYSE American LLC 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 unaudited condensed consolidated financial statements have been prepared by the Group in accordance with U.S.

GAAP for financial

information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”).

unaudited condensed consolidated financial statements include the accounts of EvoAir International, WKL Eco Earth Holdings and its subsidiaries

namely (i) 100 % owned WKL Eco Earth, (ii) 100 % owned WKL Green Energy, (iii) 67.5 % owned EvoAir Manufacturing (which includes its wholly

owned subsidiary Evo Air Marketing), (iv) 55 % owned WKL EcoEarth Indochina, and (v) 55 % owned WKL Guanzhe.

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

GAAP to account

for this common control acquisition in a manner similar to the pooling of interest method of accounting.

Under this method of accounting,

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.

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

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.

intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of the Management, the accompanying financial

1 unchanged sentence

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

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.

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

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

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

of the Company.

preparation of financial statements in conformity with U.S.

GAAP requires the Management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements

GAAP requires 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.

Key estimates in the accompanying consolidated financial

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.

Actual results could differ materially from these estimates.

3 unchanged sentences

The Company places its

cash with a high credit quality financial institutions.

Guanzhe’s business is primarily conducted in China and substantially all of its revenue is denominated in Chinese Renminbi (“RMB”).

The government of People’s Republic of China (“PRC”) imposes control over its foreign currency reserves in part through

direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade.

cash with a high credit quality financial institution.

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

The government of People’s

Republic of China (“PRC”) imposes control over its foreign currency reserves in part through direct regulation of the conversion

of RMB into foreign exchange and through restrictions on foreign trade.

Comprehensive

1 unchanged sentence

in the financial statements.

As of 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.

As of November 30, 2023, and August 31, 2023, the Company established that there are items that represented

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

Currency Translation

functional currency of Chinese operations is RMB.

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

The functional currency of the Company’s Malaysia operations is Ringgit Malaysia (“RM”).

The Management

has adopted ASC 830 “Foreign Currency Matters” for transactions that occur in foreign currencies.

Monetary assets denominated

in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.

Average monthly rates are used to

translate revenue and expenses.

functional currency of Chinese operations is Chinese Renminbi, (“RMB”).

The functional currency of the Company’s Singapore

operations is Singapore dollars (“SGD”).

The functional currency of the Company’s Malaysia operations is Ringgit Malaysia

Management has adopted ASC 830 “Foreign Currency Matters” for transactions that occur in foreign currencies.

Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.

monthly rates are used to translate revenues and expenses.

denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing

on the dates of the transaction.

at the dates of the transaction.

Exchange gains or losses arising from foreign currency transactions are included in the determination

of net income for the respective periods.

and liabilities of the Company’s operations are translated into the reporting currency, United States Dollars (“US$”),

at the exchange rate in effect at the balance sheet dates.

Revenue and expenses are translated at average rates in effect during the

reporting periods.

and liabilities of the Company’s operations are translated into the reporting currency, United States Dollars, at the exchange

rate in effect at the balance sheet dates.

Revenue and expenses are translated at average rates in effect during the reporting periods.

Equity transactions are recorded at the historical rate when the transaction occurred.

The resulting translation adjustment

is reflected as accumulated other comprehensive income/loss, a separate component of shareholders’ equity in the statement of changes

in equity/deficit.

The resulting translation adjustment is reflected

as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’

Receivable and Allowance for Doubtful Accounts

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Interest is not charged on past due accounts.

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.

of November 30, 2023, and August 31, 2023, our accounts receivable amounted to

$ 51,620 and $ 44,130 , 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,

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the related capitalized assets.

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

Property and equipment are depreciated over 5 to 10 years.

OF ESTIMATED USEFUL LIVES OF ASSETS

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Assets and Other Long-Lived Assets

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.

Company’s intangible assets consist of patents and trademarks related to assignments of intellectual properties by Dr.

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

The intangible assets are recorded at fair market value and

are amortized using the straight-line method over an estimated life of 20 years for both patents and trademarks.

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

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of these performance obligations are distinct.

The Company recognizes as revenue the amount of the transaction price that is allocated

The Company recognizes as revenues the amount of the transaction price that is allocated

to the respective performance obligation when (or as) the performance obligation is satisfied.

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 Company recognized $ 443,150 , and $ 513,072 deferred revenue as of May 31, 2023, and August

31, 2022, respectively.

The customer payments received in advance are

recorded as deferred revenue on the balance sheet.

The deferred revenue of $ 440,069 was

recorded as of August 31, 2023, with $ 49,972 recognized

as revenue for three months ended November 30, 2023.

The Company recognized $ 390,083 deferred

revenue as of November 30, 2023 .

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 to exercise.

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

all classes of underlying assets, we elect not to recognize right of use assets or lease liabilities when a lease has a lease term of

12 months or less at the commencement date and does not include an option to purchase the underlying asset that we are reasonably certain

Operating lease assets and liabilities are included on our consolidated balance sheet as of November 30, 2023.

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

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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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Company utilizes ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for

the expected future tax consequences of events that have been included in the unaudited condensed consolidated financial statements or

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

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

A valuation allowance is recorded when

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

The Company’s practice is to recognize

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

the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns.

accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities

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

A valuation allowance is recorded when it is “more likely-than-not”

that a deferred tax asset will not be realized.

Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in

the consolidated statements of operations.

of Fair Value

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stock that could share in the earnings of the Company.

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

options or warrants, currently issued and outstanding.

As of November 30, 2023, the Company has no potentially dilutive securities, such

as options or warrants, currently issued and outstanding.

Issued Accounting Pronouncements

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

standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature

recognized by the FASB and applicable to the Company.

Management has reviewed the aforementioned rules and releases and believes any

effect will not have a material impact on the Company’s present or future financial statements.

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

expected credit loss (“CECL”) impairment model to U.S.

GAAP that is based on expected losses rather than incurred losses.

Modified retrospective adoption is required with any cumulative-effect adjustment recorded to retained earnings as of the beginning of

the period of adoption.

ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within

the year of adoption.

Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within

those fiscal years.

The Company does not expect the application of the CECL impairment model to have a significant impact on its allowance

for uncollectible amounts for accounts receivable.

October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities

from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized

and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers.

This ASU should

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

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.

August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging

– Contracts in Entity’s Own Equity (Subtopic 815-40).

This ASU reduces the number of accounting models for convertible debt

instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s

own equity to reduce form-over-substance-based accounting conclusions.

In addition, this ASU improves and amends the related earnings

per share guidance.

This standard becomes effective for the Company beginning on October 1, 2024.

Adoption is either a modified retrospective

method or a fully retrospective method of transition.

The Company adopted this guidance effective September 1, 2023, and the adoption

of this standard did not have a material impact on its consolidated financial statements.

recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public

Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s

present or future financial statements.

5 INVENTORIES

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OF INVENTORIES

November 30, 2023

August 31, 2023

Finished goods

Raw materials and supplies

Total inventories on hand

Work in progress

Total inventory on hand

6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES

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OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

Deposits and prepayment

November 30, 2023

August 31, 2023

Deposits and Prepayments

Other receivables (Advances to suppliers)

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OF PROPERTY, PLANT AND EQUIPMENT

November 30, 2023

August 31, 2023

Plant and machineries

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Property, plant and equipment, net

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

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.

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

Depreciation expense for the year ended November 30, 2023, was $ 95,369 .

8 – INTANGIBLE ASSETS

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

below table summarizes the identifiable intangible assets as of November 30, 2023, and August 31, 2023:

OF INTANGIBLE ASSETS

November 30, 2023

August 31, 2023

Technology 1-Portable Air Cooler

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Intangible assets, net

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

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

expenses for intangible assets for the three months ended November 30, 2023, and November 30, 2022 were $ 1,039,347

and $ 1,065,646 respectively.

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

November 30, 2023

August 31, 2023

Accounts payable

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due to shareholders

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 $ 305,425 and $ 2,301 as of May 31, 2023 and August 31, 2022, respectively.

Awareness Sdn Bhd

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 2022.

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 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

due to shareholders are unsecured, with interest of 3% per

annum and tenure of 6 months, or mutually between the parties .

The Company reported amount due to shareholders of $ 398,747 and $ 232,095 as of November 30, 2023, and August 31, 2023, respectively.

11 STOCKHOLDERS’ EQUITY

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 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 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.

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

share purchase price of $ 2.50 for gross proceeds of $ 299,055 , as part of a series of offerings by the Company for an aggregate of up

to 6,000,000 shares of Common Stock at a per share purchase price of $ 2.50 .

the three months period ended November 30, 2022, the Company also issued 30,000 shares of common stock, for gross proceeds of $ 75,000

received during the 3 months ended August 31, 2022.

As such, the Company had $ 0 shares to be issued on November 30, 2022.

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

the three months period ended November 30, 2023, the Company issued 373,822 shares

of Common Stock at a per share purchase price of $ 2.50 as

the Offering for gross proceeds of $ 934,534 received

in the fiscal year ended August 31,2023.

the three months period ended November 30, 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.

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.

such, the Company had $ 0 shares to be issued on November 30, 2023.

of November 30, 2023, and August 31, 2023, the Company had 102,742,362 and 102,310,933 shares of its common stock issued and outstanding,

respectively.

12 INCOME TAXES

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 routinely undergo examinations in the jurisdictions

in which we operate.

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

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

We routinely undergo examinations in the

jurisdictions in which we operate.

Company has operations in Singapore, Malaysia, Cambodia, BVI, and China that are subject to taxes in the jurisdictions in which they

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total deferred tax assets has been recorded.

Reconciliation

between the statutory tax rate to income before income taxes and the actual provision for income taxes is as follows:

OF RECONCILIATION BETWEEN THE STATUTORY TAX RATE AND THE ACTUAL PROVISION

Three Months Ended November 30,

US Statutory rate

Effect of reconciling items for tax purposes

Effective income tax rate

components of net deferred tax assets are as follows:

OF COMPONENTS ON NET DEFERRED TAX ASSET

OF COMPONENTS OF NET DEFERRED TAX ASSETS

November 30, 2023

August 31, 2023

Net operating loss carry-forward

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Net deferred tax asset

Company had net operating loss carry forwards for tax purposes of approximately $ 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.

Company had net operating loss carry forwards for tax purposes of approximately $ 14,960,000 at November 30, 2023, and approximately $ 13,520,000

at August 31, 2023, which may be available to offset future taxable income.

Utilization of the net operating loss carry forwards may

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The annual limitation may result in the expiration of net operating loss carry forwards before utilization.

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, 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.

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.

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.

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options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.

measuring lease liabilities for leases that were classified as operating leases as of 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.

measuring lease liabilities for leases that were classified as operating leases as of November 30, 2023, 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, 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 assets and operating lease liabilities:

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

OF ROU ASSET AND OPERATING LEASE LIABILITIES

Operating lease liabilities

November 30, 2023

August 31, 2023

Operating lease liabilities current

Operating lease liabilities noncurrent

Total lease liabilities

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

of November 30, 2023, remaining maturities of lease liabilities were as follows:

OF MATURITIES OF LEASE LIABILITIES

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14 COMMITMENTS AND CONTINGENCIES

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”).

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

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Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.

The outcome of

the above case very much depends on the evidence produced and the weight of the Court places on the evidence.

As it stands, WKL has a

probability of success in its Counterclaim against the parties.

Management does not believe, based upon information available at this

time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations

or cash flows.

15 SUBSEQUENT EVENTS

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

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to November 30, 2023, to the date

these 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 follow:

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 .

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