What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-07-11 compared with 2024-04-11 · 143 added, 130 removed, 646 unchanged (30% of the section changed)

3 unchanged sentences

Dollars, except share data or otherwise stated)

OF FEBRUARY 29, 2024 AND AUGUST 31, 2023

‎February 29, 2024

OF MAY 31, 2024 AND AUGUST 31, 2023

August 31, 2023

7 unchanged sentences

Operating lease right-of-use assets

Deferred offering cost

Technology-related intangible assets, net

17 unchanged sentences

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

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

Additional paid in capital

11 unchanged sentences

Dollars, except share data or otherwise stated)

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

THE THREE AND NINE MONTHS ENDED MAY 31, 2024 AND 2023

‎May 31, 2024

‎May 31, 2023

‎May 31, 2024

‎May 31, 2023

Three months ended

Six months ended

‎February 29, 2024

‎February 28, 2023

‎February 29, 2024

‎February 28, 2023

Nine months ended

‎May 31, 2024

‎May 31, 2023

‎May 31, 2024

‎May 31, 2023

Cost of revenue

Gross profit/(loss)

Operating expenses:

6 unchanged sentences

( 4,319,003 )

( 2,891,929 )

Interest income

Total other income

Other income/(expense)

Interest income(expense)

Total other income/(expense)

Loss from operation before income taxes

2 unchanged sentences

( 4,390,863 )

( 2,877,440 )

Income tax expenses

8 unchanged sentences

( 4,201,144 )

( 2,749,489 )

Other comprehensive income:

Other comprehensive income/(loss):

Foreign currency translation adjustment

3 unchanged sentences

( 4,262,712 )

( 2,760,184 )

net comprehensive income attributable to non-controlling interests

Net comprehensive loss attributable to equity holders of

( 1,360,611 )

Net comprehensive loss attributable to equity holders of the Company

( 1,502,132 )

9 unchanged sentences

Dollars, except share data or otherwise stated)

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

Additional paid

other comprehensive

Non-controlling

THE THREE AND NINE MONTHS ENDED MAY 31, 2024 AND 2023

Comprehensive

Balance as of August 31, 2022

16 unchanged sentences

$ ( 187,394 )

Additional paid in

Accumulated other comprehensive

Non-controlling

Issuance of common stock for Cash

Capital contribution

Foreign currency translation adjustment

( 1,451,655 )

( 1,513,423 )

Balance as of May 31,

$ ( 11,666,517 )

Comprehensive

Balance as of August 31, 2023

2 unchanged sentences

Issuance of common stock for Cash

( 1,066,052 )

Issuance of common stock for service

Foreign currency translation adjustment

5 unchanged sentences

$ ( 230,971 )

Foreign currency translation adjustment

( 1,366,904 )

( 1,430,758 )

Balance as of February 29, 2023

$ ( 16,334,493 )

$ ( 297,198 )

$ ( 16,334,493 )

$ ( 297,198 )

Capital contribution

Foreign currency translation adjustment

Balance as of May 31,

$ ( 17,227,187 )

$ ( 190,036 )

Balance as of February 2 9 , 2024

$ ( 371,577 )

6 unchanged sentences

Dollars, except share data or otherwise stated)

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

‎February 29, 2024

‎February 28, 2023

THE NINE MONTHS ENDED MAY 31, 2024 AND 2023

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:

Decrease in accounts receivables

(Increase)/decrease in accounts receivables

(Increase)/decrease in inventories

8 unchanged sentences

$ ( 755,916 )

$ ( 326,333 )

Cash flows from investing activity

1 unchanged sentence

Cash used in investing activity

$ ( 102,414 )

Cash flows from financing activities

Payments of hire purchase

Payment of offering costs

Proceeds from issuance of common stock

2 unchanged sentences

Net cash (used in)/generated from financing activities

$ ( 389,863 )

Net (decrease)/increase in cash and cash equivalents

5 unchanged sentences

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

THE THREE AND NINE MONTHS ENDED MAY 31, 2024, AND 2023

1 – ORGANIZATION AND BUSINESS OPERATIONS

41 unchanged sentences

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,

the Relevant Interest Holders agreed to sell all relevant interests in the EvoAir International and its subsidiaries 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 %,

51 unchanged sentences

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

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 .

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 .

3 unchanged sentences

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

agreements, the Company agreed to issue and sell in aggregate, 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

5 unchanged sentences

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

the Company agreed to issue and sell in aggregate, 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

40 unchanged sentences

3 – GOING CONCERN

Company’s financial statements as of February 29, 2024, 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 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.

Company’s financial statements as of May 31, 2024, 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 May 31, 2024, and August 31, 2023, the Company had an accumulated deficit of $ 17,227,187 and $ 13,523,266 respectively.

incurred net loss of $ 3,929,520 and $ $ 4,390,863 for the nine months ended May 31, 2024, and 2023, respectively.

The cash used in operating

activities was $ 70,472 and $ 755,916 for the nine months ended May 31, 2024, and 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 ),

1 unchanged sentence

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.

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

(“Uplisting”) 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

37 unchanged sentences

in the financial statements.

As of February 29, 2024, and August 31, 2023, the Company established that there are items that represented

As of May 31, 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.

18 unchanged sentences

Receivable and Allowance for Doubtful Accounts

receivable are recorded at the net value of face amount less any allowance for doubtful accounts.

The allowance for doubtful accounts

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

An allowance for doubtful

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

receivable are recorded at the net value of face amount less any allowance for expected credit loss The allowance for expected credit

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

An allowance for

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

historical experience, accounts aging and other factors.

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

and all past due balances are reviewed individually for collectability.

An account receivable is written off after all collection effort

The Company reviews the allowance for expected credit loss on

a regular basis, and all past due balances are reviewed individually for collectability.

An account receivable is written off after all

collection effort has ceased.

Recoveries of receivables previously written off are recorded when received.

Interest is not charged on past due accounts.

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

Interest is not charged on

past due accounts.

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

$ 56,777 and $ 44,130 , respectively, with no allowance

for doubtful accounts for both periods.

for expected credit loss for both periods.

consist primarily of finished goods, raw materials, and work-in-process (“WIP”) from WKL Eco Earth, WKL EcoEarth Indochina,

WKL Guanzhe, and EvoAir Manufacturing.

value inventories at the lower of cost or net realizable value.

We determine the costs of inventory using the standard cost method, which

approximates actual cost based on a first-in, first-out method.

All other costs, including administrative costs, are expensed as incurred.

are recognized at the lower of cos t or net realizable value.

We determine the costs of

inventory using the standard cost method, which approximates actual cost based on a first-in, first-out method.

All other costs,

including administrative costs, are expensed as incurred.

prepayments, and other receivables

2 unchanged sentences

Plant and Equipment

plant and equipment are recorded at cost.

plant and equipment are recorded at cost less accumulated depreciation.

Depreciation is computed using the straight-line method over the estimated useful lives of

the related capitalized assets.

Property and equipment are depreciated over 5 to 10 years.

Property plant and equipment are depreciated over 5

OF ESTIMATED USEFUL LIVES OF ASSETS

and machineries

and equipment

Plant and machineries

Office equipment

Furniture and equipment

and maintenance costs are charged to expense as incurred.

36 unchanged sentences

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 .

The deferred revenue of $ 440,069

was recorded as of August 31, 2023, with $ 23,332

recognized as revenue for nine months ended May 31, 2024.

The Company recognized $ 391,437

deferred revenue as of May 31, 2024 .

Offering Costs

offering costs include specific incremental costs directly attributable to the Company’s public offering of securities in conjunction with the Upliting.

Deferred offering costs exclude management salaries or other general and administrative expenses.

These costs are being deferred and

will be charged against the gross proceeds of the offering.

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 February 29, 2024.

Operating lease assets and liabilities are included on our consolidated balance sheet as of May 31, 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 February 29, 2024, the Company has no potentially dilutive securities, such

As of May 31, 2024, the Company has no potentially dilutive securities, such

as options or warrants, currently issued and outstanding.

38 unchanged sentences

OF INVENTORIES

February 29, 2024

August 31, 2023

6 unchanged sentences

OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

February 29, 2024

August 31, 2023

4 unchanged sentences

OF PROPERTY, PLANT AND EQUIPMENT

February 29, 2024

August 31, 2023

Plant and machineries

Plant and machinery

Office equipment

3 unchanged sentences

Property, plant and equipment, net

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

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

expense for the nine months ended May 31, 2024, was $ 187,729 , and for the nine months ended May 31, 2023, it was $ 126,139 .

8 – INTANGIBLE ASSETS

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

below table summarizes the identifiable intangible assets as of May 31, 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 six months ended February 29, 2024, and February 28, 2023, were both $ 2,078,694 .

expenses for intangible assets for the nine months ended May 31, 2024, and 2023, were both $ 3,118,041 .

9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

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

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

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 3 to 6 months, or mutually between the

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

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

The Company reported amount due to shareholders of $ 756,682

and $ 232,095 as

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

of May 31, 2024 and August 31, 2023, respectively.

11 STOCKHOLDERS’ EQUITY

1 unchanged sentence

shares with a par value of $ 0.001 per share.

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 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 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,

the nine months period ended May 31, 2023, the Company issued 207,404 shares

of Common Stock, at a per share purchase price of $ 2.50 for

gross proceeds of $ 518,498 ,

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 (“Offering”) .

the nine months period ended May 31, 2023, the Company received gross proceeds of $ 625,330

shares to be issued during the nine months period ended May 31, 2024 as part of the Offering.

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, 2024, the Company issued 373,822 shares of Common Stock at a per share purchase price of $ 2.50 for gross proceeds of $ 934,555 , as part of the Offering.

such, the Company had $ 0 shares to be issued on May 31, 2024.

the nine months period ended May 31, 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.

the nine months period ended May 31, 2024, 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.

of May 31, 2024, and August 31, 2023, the Company had 102,742,362 and 102,310,933 shares of its common stock issued and outstanding,

respectively.

21 unchanged sentences

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

Six Months Ended,

February 29, 2024

February 28, 2023

Nine Months Ended May 31,

US Statutory rate

3 unchanged sentences

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 $ 16,330,000 at February 29, 2024, and approximately $ 13,520,000

Company had net operating loss carry forwards for tax purposes of approximately $ 17,230,000 at May 31 , 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 February 29, 2024, the Company discounted lease

measuring lease liabilities for leases that were classified as operating leases as of May 31, 2024, the Company discounted lease

payments using its estimated incremental borrowing rate of 10 %.

9 unchanged sentences

SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES

February 29, 2024

August 31, 2023

Operating lease liabilities current

Operating lease liabilities noncurrent

Operating lease liabilities non

Total lease liabilities

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

of May 31, 2024, the remaining maturities of lease liabilities were as follows:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

15 unchanged sentences

were not confined in their resale of the Solution to a diffuser with a capacity of not more than 1000ml.

Company believes the claims are without merit and will defend itself against the claims.

On April 9, 2024, a notice of withdrawal

was filed with the Kuala Lumpur High Court, whereby it was agreed upon both the Reseller and the Company that the Reseller withdraws

their claims in the Filing without liberty to file afresh and with no order as to costs, and that the Company withdraws its counterclaim

against the Reseller without liberty to file afresh and with no order as to costs

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

7 unchanged sentences

15 SUBSEQUENT EVENTS

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.

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to May 31, 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

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