What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-04-11 compared with 2024-01-16 · 224 added, 188 removed, 552 unchanged (43% of the section changed)

3 unchanged sentences

Dollars, except share data or otherwise stated)

OF NOVEMBER 30, 2023 AND AUGUST 31, 2023

November 30, 2023

OF FEBRUARY 29, 2024 AND AUGUST 31, 2023

‎February 29, 2024

August 31, 2023

25 unchanged sentences

Shareholders’ equity

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

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

$ 0.001 par value, 102,742,362 and 102,310,933 shares issued and outstanding as at February 29, 2024 and August 31, 2023

Additional paid in capital

11 unchanged sentences

Dollars, except share data or otherwise stated)

THE THREE MONTH ENDED NOVEMBER 30, 2023 AND 2022

November 30, 2023

November 30, 2022

THE THREE AND SIX MONTHS ENDED FEBRUARY 29, 2024 AND FEBRUARY 28, 2023

Three months ended

Six months ended

‎February 29, 2024

‎February 28, 2023

‎February 29, 2024

‎February 28, 2023

Cost of revenue

6 unchanged sentences

( 1,444,809 )

Other income/(expense)

Interest income/(expense)

( 3,045,660 )

( 2,891,929 )

Interest income

Total other income

2 unchanged sentences

( 1,437,297 )

( 2,955,079 )

( 2,877,440 )

Income tax expenses

1 unchanged sentence

$ ( 1,437,078 )

$ ( 2,955,079 )

$ ( 2,877,440 )

Net loss attributable to non-controlling interests

2 unchanged sentences

( 1,376,162 )

( 2,811,227 )

( 2,749,489 )

Other comprehensive income:

3 unchanged sentences

( 1,368,950 )

( 2,895,308 )

( 2,760,184 )

net comprehensive income attributable to non-controlling interests

Net comprehensive loss attributable to equity holders of the Company

Net comprehensive loss attributable to equity holders of

( 1,360,611 )

( 1,372,445 )

( 2,890,142 )

( 2,759,495 )

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

4 unchanged sentences

HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

Dollars, except share data or otherwise stated)

THE THREE MONTHS ENDED NOVEMBER 30, 2023 AND 2022

comprehensive

THE THREE AND SIX MONTHS ENDED FEBRUARY 29, 2024 AND FEBRUARY 28, 2023

Additional paid

other comprehensive

Non-controlling

9 unchanged sentences

$ ( 129,973 )

Issuance of common stock pursuant to share

subscription agreement

Foreign currency translation adjustment

( 1,376,162 )

( 1,437,078 )

Balance as of February

$ ( 10,214,862 )

$ ( 187,394 )

Additional paid in

Accumulated other comprehensive

3 unchanged sentences

$ ( 148,180 )

$ ( 13,523,266 )

$ ( 148,180 )

Issuance of common stock for Cash

6 unchanged sentences

$ ( 102,244 )

$ ( 230,971 )

$ ( 14,967,589 )

$ ( 102,244 )

$ ( 230,971 )

Foreign currency translation adjustment

( 1,366,904 )

( 1,430,758 )

Balance as of February 2 9 , 2024

$ ( 16,334,493 )

$ ( 297,198 )

$ ( 16,334,493 )

$ ( 297,198 )

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

2 unchanged sentences

Dollars, except share data or otherwise stated)

THE THREE MONTHS ENDED NOVEMBER 30, 2023 AND 2022

November 30, 2023

November 30, 2022

THE SIX MONTHS ENDED FEBRUARY 29, 2024 AND FEBRUARY 28, 2023

‎February 29, 2024

‎February 28, 2023

Cash flows from operating activities

3 unchanged sentences

Changes in operating assets and liabilities:

(Increase)/decrease in accounts receivables

Decrease in accounts receivables

(Increase)/decrease in inventories

6 unchanged sentences

Increase in amounts due to shareholders

Net cash used in operating activities

Net cash used in operations

$ ( 457,609 )

1 unchanged sentence

Cash flows from investing activity

Purchase of property and equipment

Purchase of property, plant and equipment

Cash used in investing activity

$ ( 107,725 )

Cash flows from financing activities

1 unchanged sentence

Proceeds from issuance of common stock

Proceeds from shares to be issued

Proceeds from capital contribution

7 unchanged sentences

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE THREE MONTHS ENDED NOVEMBER 30, 2023, AND 2022

THE THREE AND SIX MONTHS ENDED FEBRUARY 29, 2024 AND FEBRUARY 28, 2023

1 – ORGANIZATION AND BUSINESS OPERATIONS

28 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 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”.

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 % and 0.01 % of the Then Enlarged Share Capital, respectively.

December 20, 2021, Dr.

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

agreement with WKL Eco Earth Holdings, pursuant to which Dr.

Low, Chan Kok Wei, Ong Bee Chen and WKLEE Sellers agreed to sell all

their ordinary shares of WKL Eco Earth Sdn Bhd (“WKL Eco Earth”) to WKL Eco Earth Holdings in consideration for the allotment

and issuance to WKL Global, Allegro Investment and WKLEE Sellers of 49,320 EvoAir Shares, 8,280 EvoAir Shares and in aggregate 14,400

shares, respectively, or approximately 0.05 %, 0.009 % and in aggregate 0.014 %, respectively, of the Then Enlarged Share Capital.

December 20, 2021, Tan Soon Hock, Ivan Oh Joon Wern and certain relevant interest holders (“Relevant Interest Holders”)

entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to which Tan Soon Hock, Ivan Oh Joon Wern and

the Relevant Interest Holders agreed to sell all relevant interests in the EVOH and its subsidiaries (“EvoAir Group”

or the “Group”) to WKL Eco Earth Holdings in consideration for the allotment and issuance of 7,037,762 EvoAir Shares,

2,520,000 EvoAir Shares and in aggregate 6,001,794 EvoAir shares, respectively, or approximately 6.91 %, 2.48 % and in aggregate 5.90 %,

respectively, of the Then Enlarged Share Capital.

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

December 20, 2021, Dr.

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

Low’s patents and patent applications relating to eco-friendly air-conditioner condenser (external unit), EvoAir TM

and the trademarks and trademark applications described in the deeds of assignment thereunder, and in respect of Dr.

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 referred to as the “Transactions”.

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

2 unchanged sentences

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

Effective from the December

20, 2021, it wholly owns WKL Eco Earth Holdings, a company incorporated in Singapore on July 12, 2018, which in turn wholly owns (a)

WKL Eco Earth, a Malaysian company incorporated on May 17, 2017, and (b) WKL Green Energy, a Malaysian company incorporated on October

WKL Eco Earth Holdings acquired (c) EvoAir Manufacturing (M) Sdn Bhd (“EvoAir Manufacturing”) on April 19, 2021,

a Malaysian company incorporated on March 22, 2019, as well as acquiring (d) WKL EcoEarth Indochina Co Ltd (“WKL EcoEarth Indochina”),

a Cambodia company incorporated on February 4, 2021, (e) WKL Guanzhe Green Technology Guangzhou Co Ltd (“WKL Guanzhe”), a

Chinese company incorporated on April 6, 2021.

EvoAir Manufacturing wholly owns (f) Evo Air Marketing (M) Sdn Bhd (“Evo Air Marketing”),

a Malaysian company incorporated on February 2, 2021.

Effective from the December 20, 2021, it wholly owns WKL Eco Earth

Holdings, a company incorporated in Singapore on July 12, 2018, which in turn wholly owns (a) WKL Eco Earth, a Malaysian company incorporated

on May 17, 2017, and (b) WKL Green Energy, a Malaysian company incorporated on October 24, 2017.

WKL Eco Earth Holdings acquired (c)

EvoAir Manufacturing (M) Sdn Bhd (“EvoAir Manufacturing”) on April 19, 2021, a Malaysian company incorporated on March 22,

2019, as well as acquiring (d) WKL EcoEarth Indochina Co Ltd (“WKL EcoEarth Indochina”), a Cambodia company incorporated

on February 4, 2021, (e) WKL Guanzhe Green Technology Guangzhou Co Ltd (“WKL Guanzhe”), a Chinese company incorporated on

April 6, 2021.

EvoAir Manufacturing wholly owns (f) Evo Air Marketing (M) Sdn Bhd (“Evo Air Marketing”), a Malaysian company

incorporated on February 2, 2021.

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

8 unchanged sentences

$ 2.50 , as follows:

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

February 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.

Persons” 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 .

gross proceeds were $ 185,185 .

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 .

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.

October 25, 2022, the Company entered into Regulation S share subscription agreements with eight investors, each of whom represented

that it was a “non-U.S.

Persons” as defined in Securities Act.

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

subscription agreements with two investors, each of whom represented that it was an “Accredited Investors” as defined

in Regulation D of the Securities Act.

Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate,

(i) 129,621 shares of Common Stock to the Regulation S investors, and (ii) 15,000 shares of Common Stock to the Regulation D investors,

respectively, at a per share purchase price of $ 2.50 , as part of a series of offerings by the Company for an aggregate of up to 6,000,000

shares of Common Stock at a per share purchase price of $ 2.50 .

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

February 20, 2023, the Company entered into Regulation S share subscription agreements with eleven investors, each of whom represented

that it was a “non-U.S.

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

Pursuant to the share subscription

agreements, the Company agreed to issue and sell in aggregate, (i) 57,783 shares of Common Stock to the Regulation S investors, at

a per share purchase price of $ 2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares

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

The gross proceeds in aggregate were $ 144,443 .

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.

4 unchanged sentences

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.

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 .

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.

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 .

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 .

22 unchanged sentences

3 – GOING CONCERN

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

Company’s financial statements as of February 29, 2024, is prepared using generally accepted accounting principles in the United

States of America (“U.S.

3 unchanged sentences

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.

of February 29, 2024, and August 31, 2023, the

Company had an accumulated deficit of $ 16,334,493 and $ 13,523,266 respectively.

The Company incurred net loss of $ 2,955,079

and $ $ 2,877,440 for the six

months ended February 29, 2024, and February 28, 2023, respectively.

The cash used in operating activities was $ 457,609

and $ 326,333

for the six months ended February 29, 2024, and February 28, 2023, 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 ),

6 unchanged sentences

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

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

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

35 unchanged sentences

in the financial statements.

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

As of February 29, 2024, 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.

29 unchanged sentences

Interest is not charged on past due accounts.

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

of February 29, 2024, and August 31, 2023, our accounts receivable amounted to

$ 42,686 and $ 44,130 , respectively, with no allowance

15 unchanged sentences

OF ESTIMATED USEFUL LIVES OF ASSETS

Plant and machineries

Office equipment

Furniture and equipment

and machineries

and equipment

and maintenance costs are charged to expense as incurred.

34 unchanged sentences

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

The customer payments received in advance are

recorded as deferred revenue on the balance sheet.

The deferred revenue of $ 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 .

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 $ 101,496 recognized

as revenue for six months ended February 29, 2024.

The Company recorded $ 399,773 deferred revenue as of February 29, 2024 .

have entered into operating agreements primarily for office and factory.

2 unchanged sentences

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.

Operating lease assets and liabilities are included on our consolidated balance sheet as of February 29, 2024.

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

43 unchanged sentences

stock that could share in the earnings of the Company.

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

As of February 29, 2024, the Company has no potentially dilutive securities, such

as options or warrants, currently issued and outstanding.

12 unchanged sentences

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

November 2023, the FASB issued ASU 2023-07, Improvement to Reportable Segment Disclosures.

This ASU aims to improve segment disclosures

through enhanced disclosures about significant segment expenses.

The standard requires disclosure of significant expense categories and

amounts for such expenses, including those segment expenses that are regularly provided to the chief operating decision maker, easily

computable from information that is regularly provided, or significant expenses that are expressed in a form other than actual amounts.

This standard will be effective for the Company in Fiscal Year 2025 and is required to be applied retrospectively to all prior periods

presented in the financial statements.

The Company is currently evaluating the impact of the additional disclosure requirements on the

Company’s condensed consolidated financial statements.

December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, a final standard on improvements to income tax disclosures

which applies to all entities subject to income taxes.

The standard requires disaggregated information about a reporting entity’s

effective tax rate reconciliation as well as information on income taxes paid.

The standard is intended to benefit investors by providing

more detailed income tax disclosures that would be useful in making capital allocation decisions.

This standard will be effective for

the Company in Fiscal Year 2026 and should be applied prospectively.

The Company is currently evaluating the impact of the additional

disclosure requirements on the Company’s condensed consolidated financial statements.

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

4 unchanged sentences

OF INVENTORIES

November 30, 2023

February 29, 2024

August 31, 2023

6 unchanged sentences

OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

November 30, 2023

February 29, 2024

August 31, 2023

4 unchanged sentences

OF PROPERTY, PLANT AND EQUIPMENT

November 30, 2023

February 29, 2024

August 31, 2023

5 unchanged sentences

Property, plant and equipment, net

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

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

expense for the six months ended February 29, 2024, was $ 137,106 .

Depreciation expense for the six months ended February 28, 2023, was

8 – INTANGIBLE ASSETS

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

OF INTANGIBLE ASSETS

November 30, 2023

below table summarizes the identifiable intangible assets as of February 29, 2024, and August 31, 2023:

SUMMARY OF INTANGIBLE ASSETS

February 29, 2024

August 31, 2023

6 unchanged sentences

Intangible assets, net

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.

expenses for intangible assets for the six months ended February 29, 2024, and February 28, 2023, were both $ 2,078,694 .

9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

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

OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE

November 30, 2023

SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE

February 29, 2024

August 31, 2023

3 unchanged sentences

due to shareholders

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.

due to shareholders are unsecured, with interest of 3% per annum and tenure of 3 to 6 months, or mutually between the

The Company reported amounts due to shareholders of $ 439,630

and $ 232,095 as

of February 29, 2024, and August 31, 2023, respectively.

11 STOCKHOLDERS’ EQUITY

1 unchanged sentence

shares with a par value of $ 0.001 per share.

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

the six months period ended February 28, 2023, the Company issued 149,621 shares of common stock, par value $ 0.001 per share at a per

share purchase price of $ 2.50 for gross proceeds of $ 374,055 , as part of a series of offerings by the Company for an aggregate of up

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

the 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.

the six months period ended February 28, 2023, the Company also received cash proceeds of $ 144,443 from 57,783 shares to be issued, and

those shares have been subsequently issued on May 26, 2023.

the six months period ended February 28, 2023, the Company received cash proceeds of $ 100 from capital contribution.

the six months period ended February 29, 2024, 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 six months period ended February 29, 2024, 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,

such, the Company had $ 0 shares to be issued on February 29, 2024.

of February 29, 2024, 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 (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’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

14 unchanged sentences

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,

SCHEDULE OF RECONCILIATION BETWEEN THE STATUTORY TAX RATE AND THE ACTUAL PROVISION

Six Months Ended,

February 29, 2024

February 28, 2023

US Statutory rate

2 unchanged sentences

components of net deferred tax assets are as follows:

OF COMPONENTS OF NET DEFERRED TAX ASSETS

November 30, 2023

SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS

February 29, 2024

August 31, 2023

4 unchanged sentences

Net deferred tax asset

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

Company had net operating loss carry forwards for tax purposes of approximately $ 16,330,000 at February 29, 2024, and approximately $ 13,520,000

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

16 unchanged sentences

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

measuring lease liabilities for leases that were classified as operating leases as of November 30, 2023, the Company discounted lease

measuring lease liabilities for leases that were classified as operating leases as of February 29, 2024, the Company discounted lease

payments using its estimated incremental borrowing rate of 10 %.

8 unchanged sentences

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

OF ROU ASSET AND OPERATING LEASE LIABILITIES

November 30, 2023

SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES

February 29, 2024

August 31, 2023

2 unchanged sentences

Total lease liabilities

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

OF MATURITIES OF LEASE LIABILITIES

of February 29, 2024, remaining maturities of lease liabilities were as follows:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Operating lease

24 unchanged sentences

15 SUBSEQUENT EVENTS

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

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to February 29, 2024, 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 .

in these consolidated financial statements.

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