What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-11-29 compared with 2023-12-14 · 422 added, 397 removed, 481 unchanged (63% of the section changed)

6 unchanged sentences

and 2023, the related statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for

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

financial statements).

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

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

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

each of the two years ended August 31, 2024 and 2023, and the related notes to the financial statements and schedule (collectively,

the financial statements).

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

of the Company as of August 31, 2024 and 2023, and the results of its operations and its cash flows for the year ended August 31,

2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

Going concern uncertainty

The accompanying financial

statements have been prepared assuming that the Company will continue as a going concern.

As disclosed in Note 3 to the financial statements,

the Company had an accumulated deficit of $13,523,266.

The Company incurred net loss of $6,057,893 for year ended August 31, 2023.

cash used in operating activities were $1,674,395 for the year ended August 31, 2023.

The Company has accumulated loss since inception

which raise doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying

financial statements have been prepared assuming that the Company will continue as a going concern.

As disclosed in Note 3 to the

financial statements, the Company had an accumulated deficit of $39,401,857.

The Company incurred net loss of $26,315,396 for the

year ended August 31, 2024.

The cash generated from operating activities was $30,822 for the year ended August 31, 2024.

Company has accumulated losses since inception which raise doubt about its ability to continue as a going concern.

plans in regard to these matters are also described in Note 3.

The financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

22 unchanged sentences

have served as the Company’s auditor since 2021.

December 14, 2023

November 29, 2024

HOLDINGS INC.

1 unchanged sentence

Dollars, except share data or otherwise stated)

OF AUGUST 31, 2023 AND AUGUST 31, 2022

and cash equivalents

receivable, net

Deposit, prepayments and other receivables

OF AUGUST 31, 2024 AND 2023

August 31, 2024

August 31, 2023

Current assets

plant and equipment, net

lease right-of-use assets

Technology-related

intangible assets, net

Cash and cash equivalents

Accounts receivable

Deposit, prepayments and other receivables

Total current assets

Non-current assets

AND SHAREHOLDERS’ EQUITY

payable and accruals

purchase creditor

due to shareholders

lease liability - current

Property, plant and equipment, net

Operating lease right-of-use assets

Deferred offering cost

Technology-related intangible assets, net

Total non-current assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Accounts payable and accruals

Other payables

Deferred revenue

Hire purchase creditor

Amounts due to shareholders

Operating lease liabilities

Total current liabilities

Non-current liabilities

and contingencies (Note 15)

Shareholders’

stock, 1,000,000,000 authorized;

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

and August 31, 2022

paid in capital

other comprehensive income

Hire purchase creditor

Operating lease liabilities

Total non-current liabilities

TOTAL LIABILITIES

Commitments and contingencies (Note 14)

Shareholders’ equity

Common stock, 250,000,000 authorized;

$ 0.001 par value, 25,685,591

and 25,577,734 shares issued

and outstanding as at August 31, 2024 and August 31, 2023 *

Additional paid in capital

Shares to be issued

Accumulated other comprehensive loss

Accumulated deficit

( 39,401,857 )

( 13,523,266 )

Non-controlling

shareholders’ equity

LIABILITIES AND SHAREHOLDERS’ EQUITY

Non-controlling interest

Total shareholders’ equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

* Retroactively presented to reflect 1-for-4 reverse stock split effective

on September 11, 2024.

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

HOLDINGS INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Dollars, except share data or otherwise stated)

3 unchanged sentences

Cost of revenue

Gross (loss) / profit

Operating expenses:

5 unchanged sentences

( 6,133,170 )

Other (expense) /income

Interest expense

( 1,005,498 )

Other (expense)/income

Total other expense, net

Other income/(expense)

Interest income/(expense)

Other income/(expense)

Total other income/(expense)

Loss from operation before income taxes

8 unchanged sentences

( 6,057,893 )

Other comprehensive (loss)/income:

Other comprehensive loss:

Foreign currency translation adjustment

2 unchanged sentences

( 6,135,274 )

net comprehensive income attributable to non-controlling interests

net comprehensive loss attributable to non-controlling

Net comprehensive loss attributable to equity holders of the Company

5 unchanged sentences

Basic and diluted

* Retroactively presented

to reflect 1-for-4 reverse stock split effective on September 11, 2024.

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

HOLDINGS INC.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

STATEMENT OF CHANGES IN EQUITY

Dollars, except share data or otherwise stated)

THE YEARS ENDED AUGUST 31, 2024 AND 2023

comprehensive

other comprehensive

Non-controlling

at August 31, 2021

Balance as of August 31, 2022

$ ( 7,465,373 )

conversion feature on financial liability -Convertible bonds

of common stock for convertible bonds

of common stock pursuant to share exchange agreement

of common stock for Intellectual Assets

of common stock for Cash

currency translation adjustment

Capital contribution

Issuance of common stock for Cash

Foreign currency translation adjustment

( 6,057,893 )

( 6,317,373 )

at August 31, 2022

Balance as of August 31, 2023

$ ( 13,523,266 )

of common stock for Cash

currency translation adjustment

$ ( 148,180 )

$ ( 13,523,266 )

as of August 31, 2023

$ ( 148,180 )

Issuance of common stock for Cash

Issuance of common stock for service

Foreign currency translation adjustment

( 25,878,591 )

( 26,315,396 )

Balance as of August 31, 2024

$ ( 39,401,857 )

$ ( 607,558 )

$ ( 39,401,857 )

$ ( 607,558 )

* Retroactively presented to reflect 1-for-4 reverse stock split effective

on September 11, 2024.

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

HOLDINGS INC.

STATEMENT OF CASH FLOWS

STATEMENTS OF CASH FLOWS

Dollars, except share data or otherwise stated)

6 unchanged sentences

Adjustments for non-cash income and expenses:

Beneficial conversion feature of convertible bonds

Depreciation of property, plant and equipment

Amortization of technology-related intangible assets

Technology-related intangible asset impairment

Property, plant and equipment impairment and abandonments

Changes in operating assets and liabilities:

Decrease in accounts receivables

Increase in inventories

(Increase)/decrease in accounts receivables

Decrease/(increase) in inventories

Decrease in deposit, prepayments and advances to suppliers

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

(Decrease)/Increase in accounts payable and accruals

(Decrease)/Increase in deferred revenue

(Decrease)/Increase in operating lease liabilities

Decrease in other payables

Increase /(Decrease) in amounts due to related parties

Net cash used in operations

$ ( 1,674,395 )

Decrease in operating lease right-of-use assets

Increase/(decrease) in accounts payable and accruals

Decrease in deferred revenue

Decrease in operating lease liabilities

Increase/(decrease) in other payables

Increase in amounts due to shareholders

Net cash generated from /(used in) operations

$ ( 1,674,395 )

1 unchanged sentence

Purchase of property, plant and equipment

Net cash used in investing activity

Cash used in investing activity

$ ( 146,269 )

1 unchanged sentence

Payments of hire purchase

Payment of offering costs

Proceeds from issuance of common stock

1 unchanged sentence

Proceeds from capital contribution

Net cash generated from financing activities

Net increase /(decrease) in cash and cash equivalents

Net cash (used in)/generated from financing activities

$ ( 456,253 )

Net (decrease)/increase in cash and cash equivalents

Effect of exchange rate changes

1 unchanged sentence

Cash and cash equivalents at end of year

Supplemental disclosure of non-cash investing and financing information :

Common stock issued for technology-related intangible assets

Common stock issued for convertible bonds

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

16 unchanged sentences

to the terms of a share transfer agreement dated December 20, 2021, Dr.

Low, the then sole executive officer and director of the

Company and the owner of 2,000,000

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

Stock”) of the Company (“EvoAir Shares”) representing

approximately 67.34 %

of the Company’s then issued and outstanding shares, sold his entire shareholding of the Company to WKL Global Limited

(“WKL Global”) for an aggregate consideration of $ 100

(“Change of Control Transaction”).

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

shares, or approximately 67.34 %

Low, the then sole executive officer and director of the Company

and the owner of 2,000,000 restricted shares of common stock, with par value of $ 0.001 per share (“Common Stock”) of the Company

(“EvoAir Shares”) representing approximately 67.34 % of the Company’s then issued and outstanding shares, sold his entire

shareholding of the Company to WKL Global Limited (“WKL Global”) for an aggregate consideration of $ 100 (“Change of

Control Transaction”).

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

67.34 % of the then issued and outstanding ordinary shares of the Company, which resulted in a change of control of the Company.

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

and allotted in aggregate 98,809,323 ordinary

shares of common stock to certain parties.

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

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

Enlarged Share Capital”):

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

allotted in aggregate 98,809,323 ordinary shares of Common Stock to certain parties.

On completion of the Allotment Transactions, the

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

December 20, 2021, Dr.

3 unchanged sentences

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

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

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

shares and 6,000

EvoAir Shares, respectively, or approximately 0.02 %

of the Then Enlarged Share Capital, respectively.

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.

4 unchanged sentences

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

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

of the Then Enlarged Share Capital.

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

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 %, respectively, of the Then Enlarged Share Capital.

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

December 20, 2021, Dr.

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

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

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

Low’s patents

and patents applications relating to the portable air-conditioner, e-Cond EVO TM and the trademarks and trademark

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 to be referred to as the “Transactions”.

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

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”).

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

operations will consist of the prior operations of EvoAir International and its subsidiaries.

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

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.

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 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 .

The gross proceeds were $ 12,500 .

On October 25, 2022, the

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

Persons” as defined in Securities Act.

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

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

Securities Act.

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

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

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 .

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

that it was a “non-U.S.

Persons” as defined in Securities Act.

On the same date, the Company entered into Regulation

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

defined in Regulation D of the Securities Act.

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

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

D investors, respectively, at a per share purchase price of $ 2.50 , as part of a series of offerings by the Company for an aggregate

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

The gross proceeds in aggregate were $ 361,553 .

On February 20, 2023, the

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

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 .

Pursuant to the share subscription

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

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

The gross proceeds in aggregate were $ 144,443 .

On July 13, 2023, the Company

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

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 .

Pursuant to the share subscription agreements,

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 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 .

Reverse Stock Split

On April 12, 2024, the Company’s board of directors (the “Board”)

unanimously resolved to effect a reverse stock split of the Company’s common stock, par value $ 0.001 per share (the “Common

Stock”), at a ratio of 1-for-4.

Following such resolution, on September 9, 2024, the Company filed a Certificate of Amendment (the

“Certificate of Amendment”) with the Secretary of State of the State of Nevada to effect the reverse stock split, with an

effective time of 9:00AM.

Eastern Time on September 11, 2024 (the “Reverse Stock Split”).

Split Adjustment;

Treatment of Fractional Shares

As a result of the 1:4 Reverse Stock Split , each 4 pre-split shares of

Common Stock outstanding will automatically combine into one new share of Common Stock without any action on the part of the holders,

and the number of outstanding shares of Common Stock was reduced from 102,742,362 shares to 25,685,591 shares (subject to rounding up

of fractional shares to the nearest whole number).

No fractional shares was issued in connection with the Reverse Stock Split.

Fractional shares were rounded up to the nearest whole number

Share Issuance

On November 25, 2024, the Company issued, in aggregate, 679,516 shares

of Common Stock, representing 2.5 % to certain consultant in consideration for their

services in relation to proposed initial public offering.

On November 25, 2024, the Company issued, in aggregate, 815,419 shares

of Common Stock, representing 3.0 % to certain consultant in consideration for their

consulting services.

of the Company’s subsidiaries:

OF CONSOLIDATED SUBSIDIARIES

SUMMARY OF CONSOLIDATED SUBSIDIARIES

Subsidiaries of EVOH

11 unchanged sentences

Evo Air Marketing (M) Sdn Bhd (Malaysia)

* Shareholding increased to 62.5% on August 14, 2024

2 – CHANGE OF CONTROL

3 unchanged sentences

then issued and outstanding shares, sold his entire shareholding of the Company to WKL Global for an aggregate consideration of $ 100 .

Upon completion of the Change of Control Transaction, WKL Global then owned 2,000,000 shares, or approximately 67.34 % of the

Company’s then issued and outstanding shares, which resulted in a change of control of the Company.

Upon completion of the Change of Control Transaction, WKL Global then owned 2,000,000 shares, or approximately 67.34 % of the Company’s

then issued and outstanding shares, which resulted in a change of control of the Company.

3 – GOING CONCERN

1 unchanged sentence

States of America (“U.S.

GAAP”) applicable to a going concern, which

contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company has not yet

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

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

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

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 August 31, 2024, and 2023, the Company had an accumulated deficit of $ 39,401,857

and $ 13,523,266

respectively.

1 unchanged sentence

and $ $ 6,317,373 for the

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

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

and $ 1,540,167

for FYE 2023 and 2022, respectively.

It was brought to the attention of the

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

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

the injection of HVAC business into the Company (“HVAC Business”) pursuant to the Transactions (defined in Note 1 ),

the Management believes that the actions to be taken by the Management to further implement the business plans for the HVAC Business

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

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

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

In addition, the Company is

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

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

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

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

years ended August 31, 2024, and 2023, respectively.

The cash generated from operating activities was $ 30,822

for the year ended August 31, 2024, and the cash used in operating activities was $ 1,674,395

for the year ended August 31, 2023.

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.

To address these challenges and ensure the Company’s

long-term viability, Management has developed a strategic plan focused on the continued development and expansion of its HVAC business.

Key initiatives include:

● Expansion of Product Offerings:

Broadening the range of HVAC products to meet diverse market needs.

● Geographical Expansion:

Penetrating new markets to drive revenue growth.

● Revenue Diversification:

Expanding customer segments across retail, commercial, industrial, and project-based

clients, as well as private label and licensing opportunities.

● Improved Profitability:

Achieving economies of scale through operational efficiencies and growth.

Additionally, the Company is actively pursuing plans

to raise additional funding to support operations and business expansion.

This includes preparations to uplist on the Nasdaq Capital Market,

which is expected to enhance access to capital and further strengthen the Company’s financial position.

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.

4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of presentation and principles of consolidation:

accompanying consolidated financial statements have been prepared by the Group in accordance with U.S.

GAAP for financial information and

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

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

Energy, and its 67.5 %

owned EvoAir Manufacturing which included a 100 %

owned subsidiary Evo Air Marketing, 55 %

owned WKL EcoEarth Indochina, and its 55 %

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

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

GAAP to account

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

Under this method of accounting,

EVOH’s consolidated balance sheets as of August 31, 2023, and August 31, 2022, reflect WKL Eco Earth and WKL Green Energy on a

historical carryover basis in the assets and liabilities instead of reflecting the fair market value of the assets and liabilities.

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

GAAP for financial information

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

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

and its 67.5 % owned EvoAir Manufacturing which included a 100 % owned subsidiary, Evo Air Marketing, 55 % owned WKL EcoEarth Indochina,

and its 55 % owned WKL Guanzhe.

intercompany accounts and transactions have been eliminated in consolidation.

11 unchanged sentences

Key estimates in the accompanying consolidated financial

statements include, among others, revenue recognition, allowances for doubtful accounts and product returns, provisions for obsolete

statements include, among others, revenue recognition, allowances for credit losses and product returns, provisions for obsolete

inventory, valuation of long-lived assets and Rights of Use (“ROU”) assets (including lease liabilities), and deferred income

13 unchanged sentences

in the financial statements.

As of August 31, 2023, and August 31, 2022, 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.

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

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

Currency Translation

13 unchanged sentences

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

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

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

The resulting translation adjustment is reflected

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

Receivable and Allowance for Doubtful Accounts

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,

June 2016, the FASB issued Accounting Standards Update (ASU) 2016-13, specifically Financial Instruments – Credit Losses

(Topic 326), denoted as ASC 326.

This regulatory framework supersedes the incurred loss methodology with the Current Expected Credit

Loss (CECL) methodology.

CECL necessitates the derivation of credit loss estimates for the remaining projected life of financial

assets, encompassing historical data, prevailing conditions, and substantiated forecasts.

Broadly applicable to financial assets

assessed at amortized cost, including trade receivables, loan receivables, and held-to-maturity debt securities, CECL also extends

its purview to certain off-balance sheet credit exposures, such as unfunded commitments to extend credit.

In adherence to this

methodology, financial assets measured at amortized cost are to be presented on financial statements at the net amount anticipated

to be collected, incorporating an allowance for credit losses as a means of accounting for the estimated credit losses.

adopted ASU 2016-13 on September 1, 2023, using the modified retrospective method.

See below allowance for credit losses for more

Receivable and Allowance for Credit Losses

receivable are recorded at the net value of the 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

credit losses 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,

The Company reviews the allowance for expected credit loss on a regular basis,

and all past due balances are reviewed individually for collectability.

2 unchanged sentences

Interest is not charged on past due accounts.

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

$ 44,130 and $ 85,960 , respectively, with no allowance for doubtful accounts for both periods.

of August 31, 2024, and 2023, our accounts receivable amounted to $ 62,914 and $ 44,130 , respectively, with no allowance for expected credit

loss for both years.

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.

are recognized at the lower of cost or net realizable value.

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

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

Property, Plant and Equipment

plant and equipment are recorded at cost.

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 .

OF ESTIMATED USEFUL LIVES OF ASSETS

Plant and Equipment

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 plant and equipment are depreciated over 5 to 10 years.

SUMMARY OF ESTIMATED USEFUL LIVES OF ASSETS

Plant and machineries

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

Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected

If identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the

carrying value of the assets exceeds its fair market value.

The recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are

expected to generate.

If identifiable intangibles are impaired, the impairment to be recognized equals the amount by which the carrying

value of the assets exceeds its fair market value.

is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration

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recorded as deferred revenue on the balance sheet.

The deferred revenue of $ 513,072

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

The Company recognized

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

as revenue as of the report date.

The deferred revenue of $ 440,069 was

recorded as of August 31, 2023, with $ 135,557 recognized

as revenue for year ended August 31, 2024.

The Company recognized $ 10,012 deferred

revenue as of August 31, 2024.

Offering Costs

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

with the Uplifting.

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.

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Issued Accounting Pronouncements

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

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

recognized by the FASB and applicable to the Company.

Management has reviewed the aforementioned rules and releases and believes any

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

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

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

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

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

the period of adoption.

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

the year of adoption.

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

those fiscal years.

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

for uncollectible amounts for accounts receivable.

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

Accounting for Contract Assets and Contract Liabilities

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

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

This ASU should

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

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

These pronouncements did not have any material

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

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

Issued Accounting Pronouncements - Adopted

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.

June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments (“ASU 2016-13”).

ASU 2016-13 provides guidance for recognizing credit losses on financial instruments based on

an estimate of current expected credit losses model.

The amendments are effective for fiscal years beginning after December 15, 2019.

Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies for fiscal years beginning after December 15,

We adopted ASU 2016-13 on September 1, 2023, and it did not have a material impact on our consolidated financial statements and

related disclosures.

Issued Accounting Pronouncements - Not Yet Applicable or Adopted

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 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 consolidated financial statements.

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

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

present or future financial statements.

5 INVENTORIES

consist of the following:

OF INVENTORIES

SCHEDULE OF INVENTORIES

August 31, 2024

6 unchanged sentences

prepayments, and other receivables consists of the following:

OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

SCHEDULE OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

August 31, 2024

August 31, 2023

Deposits and Prepayment

Deposits and Prepayments

Other receivables (Advances to suppliers)

1 unchanged sentence

plant, and equipment consist of the following:

OF PROPERTY, PLANT AND EQUIPMENT

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

August 31, 2024

August 31, 2023

Plant and machineries

Plant and machinery

Office equipment

3 unchanged sentences

Property, plant and equipment, net

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

Depreciation expense for the year ended August 31, 2023, was $ 132,170 .

expense for the year ended August 31, 2024, was $ 251,878 , and for the year ended August 31, 2023, was $ 132,170 .

8 – INTANGIBLE ASSETS

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

OF INTANGIBLE ASSETS

SUMMARY OF INTANGIBLE ASSETS

August 31, 2024

6 unchanged sentences

( 6,928,981 )

Technology-related intangible asset impairment

( 20,580,040 )

Intangible assets, net

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

Amortization expense for intangible assets for the

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

expenses for intangible assets for the years ended August 31, 2024, and 2023, were both $ 4,157,388 .

During the year ended August 31, 2024, the Company recognized $ 20,580,040

impairment on the above intangible assets.

9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

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

OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE

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

SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE

August 31, 2024

4 unchanged sentences

due to shareholders

due to shareholders are non-interest bearing, unsecured, have no fixed repayment term, and are not evidenced by any written agreement.

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

Eco Awareness Sdn Bhd

Eco Awareness Sdn Bhd is related to a common shareholder.

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

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

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

respectively.

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

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

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

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

Company reported amount due to shareholders of $ 1,202,692 and $ 232,095 as of August 31, 2024, and 2023, respectively.

11 STOCKHOLDERS’ EQUITY

December 16, 2021, the Company has increased the authorized common stock from 75,000,000 shares with a par value of $ 0.001 per share

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

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

principal related to its convertible bonds.

the year ended August 31, 2022, the Company issued 83,147,767 shares of common stock in connection with Dr.

Low’s two deeds of

assignments of intellectual properties.

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

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

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

Holdings for acquisition of WKL Green Energy and issued 72,000 shares of common stock pursuant to share exchange agreement for the acquisition

of WKL Eco Earth.

FYE 2022, the Company issued 74,074

shares of common stock, par value $ 0.001

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

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

as part of a series of offerings by the Company for an aggregate of up to 6,000,000

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

(“Round 2 Offering”).

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

The Company also received cash

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

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

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

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

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

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

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

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

December 16, 2021, the Company increased the authorized common stock from 75,000,000 shares with a par value of $ 0.001 per share to 1,000,000,000

shares with a par value of $ 0.001 per share.

fiscal year end (“FYE”) 2023 the Company issued 427,536 shares of Common Stock at a per share purchase price of $ 2.50 as

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

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

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

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

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

FYE 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 August 31, 2024.

FYE 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.

FYE 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.

On April 12, 2024, the Company’s board of directors

unanimously resolved to effect a reverse stock split of the Company’s common stock, par value $ 0.001 per share, at a ratio of 1-for-4.

Following such resolution, on September 9, 2024, the Company filed a Certificate of Amendment with the Secretary of State of the State

of Nevada to effect the reverse stock split, with effective on September 11, 2024.

of the 1:4 Reverse Stock Split , each 4 pre-split shares of Common Stock outstanding will automatically combine into one new share of

Common Stock without any action on the part of the holders.

Therefore, as of August 31, 2024, and 2023, the Company had 25,685,591

and 25,577,734

shares of its common stock issued and outstanding,

respectively.

12 INCOME TAXES

Company’s operating subsidiaries are governed by the Income Tax Law, which is concerning Foreign Investment Enterprises and Foreign

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

We are routinely undergoing examinations in the jurisdictions

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.

15 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

Twelve Months Ended

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

Years Ended August 31,

US Statutory rate

2 unchanged sentences

components of net deferred tax assets are as follows:

SCHEDULE OF COMPONENTS ON NET DEFERRED TAX ASSET

SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS

August 31, 2024

14 unchanged sentences

for consideration.

On February 28, 2022, the Company adopted ASC Topic 842 which primarily affected the accounting treatment for operating

lease agreements in which the Company is the lessee including the Company’s leases of office and factory.

The Company elected to

not recognize ROU assets and lease liabilities arising from short-term leases with initial lease terms of twelve months or less (deemed

immaterial) on the accompanying consolidated balance sheets.

The Company adopted ASC Topic 842 which primarily affected the accounting treatment for operating lease agreements

in which the Company is the lessee including the Company’s leases of office and factory.

The Company elected to not recognize ROU

assets and lease liabilities arising from short-term leases with initial lease terms of twelve months or less (deemed immaterial) on

the accompanying consolidated balance sheets.

assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred.

14 unchanged sentences

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

OF ROU ASSET AND OPERATING LEASE LIABILITIES

Operating lease liabilities ,

SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES

August 31, 2024

August 31, 2023

Operating lease liabilities current

Operating lease liabilities non

Total lease liabilities

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

OF MATURITIES OF LEASE LIABILITIES

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

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Operating lease

2029 and thereafter

14 CONCENTRATIONS

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

OF CUSTOMERS AND VENDORS

For the years

August 31, 2023

August 31, 2022

for less than 10% for the year.

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

OF CUSTOMERS AND VENDORS

For the year ended

August 31, 2023

August 31, 2022

for less than 10% for the year end.

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

OF CUSTOMERS AND VENDORS

For the years

August 31, 2023

August 31, 2022

for less than 10% for the year.

14 COMMITMENTS AND CONTINGENCIES

12 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.

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.

10 unchanged sentences

in these consolidated financial statements, except as follow:

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

it was a “non-U.S.

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

Pursuant to the Regulation

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

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

of the private placement offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase

price of $ 2.50 .

The gross proceeds from the Offering in aggregate will be approximately $ 912,889 .

The SPA Shares were issued on September

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

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

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

Pursuant to the Regulation S SPA,

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

at a per Share purchase price of $ 2.50 as part of a series of the private placement offerings by the Company for an aggregate of up to

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

The gross proceeds from the Offering in aggregate was approximately

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

to the Company of certain investors.

Each Referral Agent is a “non-US.

Persons” as defined in Regulation S.

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

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

Each of the individuals is a “non-US.

Persons” as defined in Regulation S.

On December 12, 2023,

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

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

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

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

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

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

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

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

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

Reverse Stock Split

On April 12, 2024, the Company’s board of directors

(the “Board”) unanimously resolved to effect a reverse stock split of the Company’s common stock, par value $ 0.001 per

share (the “Common Stock”), at a ratio of 1-for-4.

Following such resolution, on September 9, 2024, the Company filed a Certificate

of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to effect the reverse stock

split, with an effective time of 9:00AM.

Eastern Time on September 11, 2024 (the “Reverse Stock Split”).

Split Adjustment;

Treatment of Fractional Shares

As a result of the 1:4 Reverse Stock Split , each 4

pre-split shares of Common Stock outstanding will automatically combine into one new share of Common Stock without any action on the part

of the holders, and the number of outstanding shares of Common Stock was reduced from 102,742,362 shares to 25,685,591 shares (subject

to rounding up of fractional shares to the nearest whole number).

No fractional shares was issued in connection with

the Reverse Stock Split.

Fractional shares were rounded up to the nearest whole number

Share Issuance

On November 25, 2024, the Company

issued, in aggregate, 679,516 shares of Common Stock, representing 2.5 % issued and outstanding shares of Common Stock

to certain consultant in consideration for their services in relation to proposed initial public offering.

On November 25, 2024, the Company issued, in aggregate, 815,419 shares

of Common Stock, representing 3.0 % issued and outstanding shares of Common Stock

in consideration for their consulting services.

CHANGES IN AND DISAGREEMENTS

1 unchanged sentence

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data