What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-01-16 compared with 2023-07-14 · 240 added, 152 removed, 93 unchanged (81% of the section changed)

15 unchanged sentences

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

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

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

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

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

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

7 unchanged sentences

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

agreed to sell all of his ordinary shares of EvoAir International to the Company for the consideration of US$100 (“EvoAir

Transaction”).

agreed to sell all of his ordinary shares of EvoAir International to the Company for the consideration of US$100 (“EvoAir Transaction”).

EvoAir International, through its subsidiaries upon completion of the Transactions contemplated under Note 1 to Financial Statements,

6 unchanged sentences

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

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

December 20, 2021, several transactions took place (together, the “Allotment Transactions”) whereby the Company issued and

allotted in aggregate 98,809,323 EvoAir Shares to certain parties.

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

and outstanding EvoAir Shares 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

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 and Allegro Investment (BVI) Limited (“Allegro Investment”), a company incorporated

in the British Virgin Islands with 50% shareholding held by Chan Kok Wei and Ong Bee Chen, respectively, of 24,000 EvoAir Shares and

6,000 EvoAir Shares, respectively, or approximately 0.02% and 0.01% of the Then Enlarged Share Capital, respectively.

On December 20, 2021, Dr.

Low, Chan Kok Wei, Ong Bee Chen and certain sellers (collectively, the “WKLEE Sellers”) entered

into a share exchange agreement with WKL Eco Earth Holdings, pursuant to which the WKLEE Sellers agreed to sell all their ordinary shares,

amounting in aggregate, 240,000 shares or 80% shareholding of 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

EvoAir 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 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 issued and outstanding ordinary shares of

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

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, 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”).

and after the Closing Date, at which time EvoAir International transferred its HVAC business to the Company, the Company’s primary

operations consisted of the prior operations of EvoAir International.

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

Effective from the December 20, 2021, it

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under the new ticker symbol “EVOH”.

November 21, 2023, the Company issued in aggregate, 52,107 shares of Common Stock to 15 referral agents (“Referral Agents”)

in consideration for their referral to the Company of certain investors.

Each Referral Agent is a “non-U.S.

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-U.S.

Persons” as defined in Regulation S.

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:

On February 15, 2022, the

Company entered into certain share subscription agreement with Ms.

Ang Lee Kim Jane, who is a “non-U.S.

Persons” (the

“Investor”) 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, par value $0.001 per share, 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 was $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” (the “Investor”)

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 5,000 shares, par value $0.001 per share , 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.

gross proceeds was $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, par value $0.001 per share to the Regulation S investors, and (ii) 15,000 shares of Common Stock to the Regulation

D investors, respectively par value $0.001 per share, 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 agreements, the Company agreed to issue and sell

in aggregate, (i) 57,783 shares of Common Stock, par value $0.001 per share to the Regulation S investors, 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 in aggregate was $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 agreements, the Company agreed to issue and sell

in aggregate, (i) 250,132 shares of Common Stock, par value $0.001 per share to the Regulation S Investors, 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 in aggregate was 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 agreements, the Company agreed to issue and sell

in aggregate, 365,164 shares of Common Stock, par value $0.001 per share to the Regulation S investors, 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 in aggregate was 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 agreement, 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 investors, 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 in aggregate was approximately $21,645.

of Operations

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

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

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

the three months ended November 30, 2023, as compared to the three months ended November 30, 2022.

Months Ended November 30, 2023, versus Three Months November 30, 2022.

Three Months Ended

2 unchanged sentences

Loss from operation

Other expenses

Loss from operation before income taxes

$ (1,513,423 )

$ (1,429,356 )

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

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

The decline in revenue is mainly due to the decrease

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

as the World.

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

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

financial period in 2022.

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

purifier products.

Cost of revenues includes production costs and purchases of goods.

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

same financial period in 2022 or 11% of revenue.

The increase in gross profit margin was attributable to

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

The Company anticipates improvement of income and gross

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

licensing model.

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

The change in operating expenses was not significant.

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

period in 2022.

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

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

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

Nine Months Ended

Cost of revenue

Operating expenses

Loss from operation

Other expense

Other (expenses)/income

Loss from operation before income taxes

1 unchanged sentence

$ (1,440,143 )

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

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

The drop in revenue is mainly due to the decrease in sales in

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

World and society progresses towards living with Covid-19.

The Company is building up its traction for the evoair TM hybrid

air-conditioners for both residentials and industrial units.

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

financial period in 2022.

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

Cost of revenues includes production costs and purchases of goods.

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

same financial period in 2022 or 18% of revenue.

The decline in gross profit margin was attributable to the

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

Besides, the decrease of gross profit

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

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

The Company anticipates improvement of income and gross profit margin

with the improvement of revenue streams from distributor and dealership model, projects as well as private labeling and licensing model.

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

of $1,068,122.

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

January 2022.

loss from operation before income taxes for the nine months ended May 31, 2023 was $4,390,863 as compared to $4,001,086 for the corresponding

period in 2022.

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

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

The Company generated revenues of $91,318 in the

three months ended November 30, 2023, as compared to $142,685 in the three months ended November 30, 2022, a decrease in revenue of

The drop in revenue is mainly due to the decrease in sales in air purifier products as a result of rollback of preventative

measures taken by businesses and public from spreading infection as the World and society progresses towards living with Covid-19.

first mover in launching EvoAir TM , first-of-its-kind eco-friendly air-conditioner with granted patent or utility model/ patent

or utility model pending HECS system proprietary system, the Group faced both opportunities and challenges.

In the course of applying

for some of the certifications, safety and performance testing, the relevant authorities/ organizations faced the challenges in assigning

our products in the appropriate category under conventional air-conditioner regime.

There are instances whereby some of these authorities/

organizations do not possess the relevant equipment to conduct testings.

It took a lot of education, discussions, deliberations and working

with the authorities/ organizations to work out solutions to resolve compliance and testing matters.

On the positive note, one of the

authorities advised us to apply under a new category, ‘Hybrid Air Conditioner.

The duration of the application processes were longer

than that of typical certifications and testing for conventional air-conditioners.

a first mover, notwithstanding many of our corporate clients who were impressed and showed keen interest in our products, EvoAir TM ,

many of them took a few months to conduct study on their own accord on performance and the energy savings by our products.

is building up its traction for the evoair TM hybrid air-conditioners for both residentials and commercial/ industrial units

through distribution channels, projects, building and businesses as well as private labelling and licensing model.

During the financial

year, we have entered into agreements with distributors, partners, customers to build up sales pipeline.

Cost of revenue was $100,326 or 110% of revenue for

the three months ended November 30, 2023, as compared to $162,858 or 114% of revenue in the same financial period in 2022.

The decline in cost of revenue is in line with the drop in sales.

Cost of revenues includes

production costs and purchases of goods.

Gross loss was $9,008 or gross loss margin of 10%

for the three months ended November 30, 2023, as compared to gross loss of $20,173 in the same financial period in 2022 or 14% of revenue.

The decline in gross profit margin was attributable to the drop in sales of air purifier products, of which the product range contributed

higher gross profit margin.

Besides, the decrease of gross profit is mainly due to the Company’s evoair TM products with

higher cost of revenue from manufacturing and related costs as well as lack of economy of scale during commercialization stage.

anticipates improvement of income and gross profit margin with the improvement of revenue streams from distributor and dealership model,

projects as well as private labeling and licensing model.

Operating expenses were $1,516,992 for the three months

ended November 30, 2023, compared to $1,426,947 in the corresponding period in 2022, an increase of $90,045.

The change in operating expenses

was attributable to the capital raising costs.

loss from operation before income taxes for the three months ended November 30, 2023, was $1,524,321 as compared to $1,440,143 for the

corresponding period in 2022.

The continuous net loss is attributable to the Group’s focused effort in building up the traction

and sales pipeline, applying necessary certifications, testings, patents and trademark and creating resources to meet the business expansion

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

and Capital Resources

As of May 31,

As of August 31,

November 30, 2023

August 31, 2023

Current assets

1 unchanged sentence

Working capital

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

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

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

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

The increase in working capital was mainly

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

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

flows used in operating activities

flows used in investing activity

flows generated from financing activities

changes in cash

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

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

This resulted primarily from a net loss

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

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

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

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

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

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

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

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

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

during the nine months ended May 31, 2023.

of November 30, 2023, the decrease of current assets was mainly due to the decrease in cash and cash equivalent as well as decrease in deposit, prepayment and other

for the three months period ended November 30, 2023.

of November 30, 2023, the increase in current liabilities was mainly due to the increase in amount due to shareholders of

$166,652 and accounts payable and accruals of $118,749.

of November 30, 2023, our company had a positive working capital of $561,934 compared with the positive working capital of $1,106,522

as of August 31, 2023.

Months Ended November 30, 2023, versus Three Months Ended November 30, 2023

Cash flows used in operating activities

Cash flows used in investing activity

Cash flows (used in)/generated from financing activities

Net changes in cash

Company’s cash and cash equivalents stood at $477,885 as of November 30, 2023.

Cash used in operating activities for the three

months ended November 30, 2023, was $103,466.

This resulted primarily from a net loss of $1,524,321 which was offset by depreciation

of $95,369, amortization of $1,039,347, decrease in operating lease right-of-use assets of $17,590, decrease in operating leases liabilities

of $18,518, increase in inventories of $54,528, decrease in deferred revenue of $49,986, decrease in deposit, prepayment and other receivables

of $122,057, increase in accounts receivable of $7,490, increase in accounts payable and accruals of $118,749, increase in amounts due

to shareholders of $166,652, and decrease in other payables of $8,387.

used in investing activity resulted from purchase of property plant and equipment amounting to $107,725 for the three months ended November

used in financing activities resulted in payments of hire purchase amounting to $1,972 during the three months ended November 30, 2023.

Company’s business is not subject to seasonality.

11 unchanged sentences

to receive in exchange for those goods.

We apply the following five-step model in order to determine this amount:

apply the following five-step model in order to determine this amount:

identification

of the promised goods and services in the contract;

determination

of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the

of the transaction price, including the constraint on variable consideration;

of the transaction price to the performance obligations;

of revenue when (or as) the Company satisfies each performance obligation.

determination of whether

the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

measurement of the transaction

price, including the constraint on variable consideration;

allocation of the transaction

price to the performance obligations;

recognition of revenue

when (or as) the Company satisfies each performance obligation.

only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange

9 unchanged sentences

and Assumptions

The preparation of financial statements in conformity

GAAP requires the Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

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

during the reporting periods.

Key estimates in the accompanying unaudited condensed consolidated financial statements include, inter-alia ,

revenue recognition, allowances for doubtful accounts and product returns, provisions for obsolete inventory, valuation of long-lived

assets and rights of use (“ROU”) assets (including lease liabilities), and deferred income tax asset valuation allowances.

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

and the reported amounts of sales and expenses during the reporting periods.

Key estimates in the accompanying unaudited condensed consolidated

financial statements include, inter-alia , revenue recognition, allowances for doubtful accounts and product returns, provisions

for obsolete inventory, valuation of long-lived assets and rights of use (“ROU”) assets (including lease liabilities), and

deferred income tax asset valuation allowances.

Actual results could differ materially from these estimates.

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

The Company incurred

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

The cash used in operating activities

were $755,915 and $1,023,037 for the nine months ended May 31, 2023 and May 31, 2022, respectively.

It was brought to the attention of

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

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

the injection of a HVAC Business contemplated under the Transactions in Note 1 to the Financial Statements, the Management believes that the actions to be taken by the

Management to further implement the business plans for the HVAC Business including expansion in product offerings, geographical

expansion, generate revenue through expansion of revenue streams and customer base (retail, commercial, industrial, projects as well

as private label and licensing clientele), improvement of profitability by achieving economies of scale provide the opportunity for

the Company to continue as a going concern.

In addition, the Company is also working on raising additional funding to finance the

operations as well as business expansion.

unaudited condensed consolidated financials have been prepared assuming that the Company will continue as a going concern and accordingly

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

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

including expansion in product offerings, geographical expansion, generate revenue through expansion of revenue streams and customer

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

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

In addition, the Company is also working on

raising additional funding 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.

have no material commitments as of May 31, 2023.

have no material commitments as of November 30, 2023.

Accounting Pronouncements

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

the ASC is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

Management has reviewed

the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future

financial statements.

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

impairment model to U.S.

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

Modified retrospective adoption is required

with any cumulative-effect adjustment recorded to retained earnings as of the beginning of the period of adoption.

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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis