What changed in this filing

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Item 1. Financial Statements

2025-01-17 compared with 2024-07-11 · 303 added, 294 removed, 495 unchanged (55% of the section changed)

3 unchanged sentences

Dollars, except share data or otherwise stated)

OF MAY 31, 2024 AND AUGUST 31, 2023

August 31, 2023

OF NOVEMBER 30, 2024 AND AUGUST 31, 2024

and cash equivalents

prepayments and other receivables

current assets

Cash and cash equivalents

Accounts receivable

Deposit, prepayments and other receivables

Total current assets

plant and equipment, net

lease right-of-use assets

offering cost

Technology-related

intangible assets, net

non-current assets

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

AND SHAREHOLDERS’ EQUITY

payable and accruals

purchase creditor

due to shareholders

lease liability - current

current liabilities

Accounts payable and accruals

Other payables

Deferred revenue

Hire purchase creditor

Amounts due to shareholders

Operating lease liability - current

Total current liabilities

Operating lease liabilities

non-current liabilities

Non-current hire purchase creditor

Non-current operating lease liabilities

Total non-current liabilities

TOTAL LIABILITIES

Commitments and contingencies (Note 14)

Shareholders’ equity

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

$ 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

Shares to be issued

Accumulated other comprehensive loss

Accumulated deficit

and contingencies (Note 14)

Shareholders’

stock, 250,000,000 authorized;

value, 27,180,631 and

25,685,591 shares

issued and outstanding as at November 30, 2024 and August 31, 2024 *

paid in capital

other comprehensive loss

( 43,957,258 )

( 39,401,857 )

Non-controlling interest

Total shareholders’ equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

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

Non-controlling

shareholders’ equity

LIABILITIES AND SHAREHOLDERS’ EQUITY

Retroactively restated to reflect 1-for-4 share consolidation effective on September 11, 2024.

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

HOLDINGS INC.

1 unchanged sentence

Dollars, except share data or otherwise stated)

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

Nine months ended

‎May 31, 2024

‎May 31, 2023

‎May 31, 2024

‎May 31, 2023

Cost of revenue

Gross profit/(loss)

THE THREE MONTH ENDED NOVEMBER 30, 2024 AND 2023

and marketing expenses

and administrative expenses

operating expenses

Selling and marketing expenses

General and administrative expenses

Total operating expenses

Loss from operation

( 1,427,074 )

( 4,020,479 )

( 4,319,003 )

Other income/(expense)

Interest income(expense)

Total other income/(expense)

Loss from operation before income taxes

( 1,513,423 )

from operation

( 4,641,057 )

( 1,526,000 )

Income tax expenses

from operation before income taxes

( 4,640,904 )

3 unchanged sentences

Net loss attributable to non-controlling interests

Net loss attributable to equity holders of the Company

( 1,451,655 )

( 3,703,921 )

( 4,201,144 )

Other comprehensive income/(loss):

Foreign currency translation adjustment

Total comprehensive loss

loss attributable to equity holders of the Company

( 4,555,401 )

( 1,444,323 )

comprehensive income/(loss):

currency translation adjustment

comprehensive loss

( 4,536,631 )

net comprehensive income attributable to non-controlling interests

Net comprehensive loss attributable to equity holders of the Company

( 1,532,324 )

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

comprehensive loss attributable to equity holders of the Company

( 4,547,564 )

( 1,529,531 )

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

Basic and diluted

Weighted average number of common shares outstanding:

Basic and diluted

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

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

average number of common stock outstanding:

Retroactively restated to reflect 1-for-4 share consolidation effective on September 11, 2024.

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

HOLDINGS INC.

1 unchanged sentence

Dollars, except share data or otherwise stated)

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

Comprehensive

Balance as of August 31, 2022

$ ( 7,465,373

Capital contribution

Issuance of common stock for Cash

Foreign currency translation adjustment

( 1,373,327 )

( 1,440,362 )

Balance as of November 30, 2022

$ ( 8,838,700 )

$ ( 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 )

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

THE THREE MONTHS ENDED NOVEMBER 30, 2024 AND 2023

Additional paid in

Accumulated other comprehensive

Non-controlling

Balance as of August 31, 2023

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$ ( 230,971 )

Foreign currency translation adjustment

( 1,366,904 )

( 1,430,758 )

Balance as of February 29, 2023

* Retroactively

restated to reflect 1-for-4 share consolidation effective on September

Additional paid in

Accumulated other

comprehensive

Non-controlling

Balance as of August 31, 2024

$ ( 39,401,857 )

2 unchanged sentences

$ ( 607,558 )

Capital contribution

Issuance of common stock for service

Fraction shares issued due to reverse stock split

Foreign currency translation adjustment

Balance as of May 31,

( 4,555,401 )

( 4,640,904 )

Balance as of November 30, 2024

$ ( 43,957,258 )

2 unchanged sentences

$ ( 682,128 )

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

Retroactively restated to reflect 1-for-4 share consolidation effective on September 11, 2024.

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

HOLDINGS INC.

1 unchanged sentence

Dollars, except share data or otherwise stated)

THE NINE MONTHS ENDED MAY 31, 2024 AND 2023

Cash flows from operating activities

THE THREE MONTHS ENDED NOVEMBER 30, 2024 AND 2023

from operating activities

$ ( 4,640,904 )

( 1,524,321 )

Adjustments for non-cash income and expenses:

Property, plant and equipment impairment and abandonments

Changes in operating assets and liabilities:

(Increase)/decrease in accounts receivables

(Increase)/decrease in inventories

Decrease in deposit, prepayments and advances to suppliers

Decrease in operating lease right-of-use assets

Increase/(decrease) in accounts payable and accruals

Decrease in deferred revenue

Decrease in operating lease liabilities

Decrease in other payables

Increase in amounts due to shareholders

Net cash used in operations

for non-cash income and expenses:

Stock based expense

in operating assets and liabilities:

in accounts receivables

Decrease/(increase)

in inventories

in deposits, prepayments, and advances to suppliers

in operating lease right-of-use assets

/increase in accounts payable and accruals

Increase/(decrease)

in deferred revenue

in operating lease liabilities

Increase/(decrease)

in other payables

in amounts due to shareholders

cash used in operations

$ ( 103,466 )

Cash flows from investing activity

Purchase of property, plant and equipment

from investing activity

Purchase of property, plant

and equipment

cash used in investing activity

$ ( 107,725 )

Cash flows from financing activities

from financing activity

Payments of hire purchase

Payment of offering costs

Proceeds from issuance of common stock

Proceeds from shares to be issued

Proceeds from capital contribution

Net cash (used in)/generated from financing activities

$ ( 389,863 )

Net (decrease)/increase in cash and cash equivalents

cash used in financing activity

Net decrease in cash and cash

Effect of exchange rate changes

Cash and cash equivalents at start of period

Cash and cash equivalents at end of period

Cash and cash equivalents

at start of period

Cash and cash equivalents

at end of period

disclosure of non-cash investing and financing information :

Common stock issued for

service in relation to Initial public offering

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

1 unchanged sentence

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

THE THREE MONTHS ENDED NOVEMBER 30, 2024, AND 2023

1 – ORGANIZATION AND BUSINESS OPERATIONS

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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 EvoAir International and its subsidiaries 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 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 % ,

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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”.

Transaction, Change of Control Transaction and Allotment Transactions are collectively to be referred to as the “Transactions”.

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

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under the new ticker symbol “EVOH”.

On November 21, 2023, the Company issued in aggregate,

52,107 shares of Common Stock to 15 referral agents (“Referral Agents”) in consideration for their referral to the Company

of certain investors.

Each Referral Agent is a “non-U.S.

Persons” as defined in Regulation S.

On November 21, 2023, the Company issued, in aggregate,

5,500 shares of Common Stock to two individuals in consideration for marketing services provided to the Company by Artisan Creative Studio,

a marketing entity based in Malaysia.

Each of the individuals is a “non-U.S.

Persons” as defined in Regulation S.

2 Stockholders

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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, 57,783 shares of Common Stock to the Regulation S investors, at

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

5 unchanged sentences

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

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

17 unchanged sentences

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 were 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 % of the issued and outstanding shares of Common Stock to certain project management 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 % of the issued and outstanding shares of Common Stock to certain corporate and business

consultant in consideration for their consulting services.

of the Company’s subsidiaries:

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Evo Air Marketing (M) Sdn Bhd (Malaysia)

* Shareholding of WKL Guanzhe Green Technology Guangzhou Co Ltd (China) has increased from 55 % to

62.5 % on August 14, 2024.

2 – CHANGE OF CONTROL

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3 – GOING CONCERN

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 ),

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

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

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

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

In addition, the Company is

also working on raising additional funding in conjunction with the Company’s plan to uplist on Nasdaq Capital Market

(“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

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.

Company’s financial statements as of November 30, 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 November 30, 2024, and August 31, 2024, the Company

had an accumulated deficit of $ 43,957,258

and $ 39,401,857

respectively .

The Company incurred net loss of $ 4,640,904

and $ 1,524,321

for the three months

ended November 30, 2024, and November 30, 2023, respectively.

The cash used in operating activities was $ 41,533

for the three months

ended November 30, 2024, and $ 103,466

for the three months

ended November 30, 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.

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:

of Product Offerings:

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

Penetrating new markets to drive revenue growth.

Diversification:

Expanding customer segments across retail, commercial, industrial, and project-based clients, as well as private

label and licensing opportunities.

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

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

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

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,

18 unchanged sentences

Actual results could differ materially from these estimates.

Company operates on a fiscal year basis with the fiscal year ending on August 31.

Company operates on a fiscal yearly basis with the fiscal year ending on August 31.

and Cash Equivalents

9 unchanged sentences

in the financial statements.

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

As of November 30, 2024 , and August 31, 2024 , 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.

17 unchanged sentences

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 expected credit loss The allowance for expected credit

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)

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.

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

See below allowance for credit losses for more information.

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

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

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 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.

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

Recoveries of receivables previously written off are recorded when received.

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 expected credit loss for both periods.

Interest is not charged on past due accounts.

of November 30, 2024 and August 31, 2024, our accounts receivable amounted to $ 77,585 and $ 62,914 , respectively, with no allowance for

expected credit loss.

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

WKL Guanzhe, and EvoAir Manufacturing.

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.

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.

Prepayments, and Other Receivables

2 unchanged sentences

Plant and Equipment

plant and equipment are recorded at cost less accumulated depreciation.

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 plant and equipment are depreciated over 5

Property and equipment are depreciated over 5

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.

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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 customer payments received in advance are

recorded as deferred revenue on the balance sheet.

The deferred revenue of $ 10,012

was recorded as of August 31, 2024, with $ 9,293

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

The Company recognized $ 391,437

deferred revenue as of May 31, 2024 .

recognized as revenue for three months ended November 30, 2024.

The Company recorded $ 20,643

deferred revenue as of November 30, 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.

The Company follows the requirements of the FASB ASC 340-10-S99-1 and

SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”.

Deferred offering costs consist

of underwriting, legal and other expenses incurred through the balance sheet date that are directly related to the intended initial public

offering (“IPO”).

Deferred offering costs will be charged to shareholders’ equity netted against the proceeds upon the

completion of the IPO.

Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will

be charged to operations.

As of November 30, 2024, and August 31, 2024, the Company deferred $ 3,167,640 and $ 449,576 of offering costs,

respectively.

Such costs will be deferred and will be offset against the offering proceeds upon the completion of the IPO.

have entered into operating agreements primarily for office and factory.

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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 May 31, 2024.

Operating lease assets and liabilities are included on our consolidated balance sheet as of November 30, 2024 .

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

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stock that could share in the earnings of the Company.

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

As of November 30, 2024 , the Company has no potentially dilutive securities, such

as options or warrants, currently issued and outstanding.

Issued Accounting Pronouncements

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.

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

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

Company’s condensed consolidated financial statements.

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

7 unchanged sentences

The Company is currently evaluating the impact of the additional

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

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

4 unchanged sentences

OF INVENTORIES

November 30, 2024

August 31, 2024

1 unchanged sentence

Raw materials and supplies

Work in progress

Total inventory on hand

6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES

1 unchanged sentence

OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

November 30, 2024

August 31, 2024

4 unchanged sentences

OF PROPERTY, PLANT AND EQUIPMENT

November 30, 2024

August 31, 2024

Plant and machinery

Plant and machineries

Office equipment

3 unchanged sentences

Property, plant and equipment, net

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 .

expense for the three months ended November 30, 2024, was $ 29,166 .

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

8 – INTANGIBLE ASSETS

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

below table summarizes the identifiable intangible assets as of November 30, 2024, and August 31, 2023:

SUMMARY OF INTANGIBLE ASSETS

November 30, 2024

August 31, 2024

2 unchanged sentences

Finite- lived intangible assets, gross

Technology-related intangible asset impairment

( 20,580,040 )

Adjusted carrying amount

Accumulated amortization

2 unchanged sentences

Intangible assets, net

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

Amortization expenses for intangible

assets for the three months ended November 30, 2024 was $ 902,419 .

expenses for intangible assets for the three months ended November 30, 2023 was $ 1,039,347 .

9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

1 unchanged sentence

SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE

November 30, 2024

August 31, 2024

1 unchanged sentence

Other payables

10 RELATED PARTY TRANSACTIONS

due to shareholders

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

As of November 30, 2024, accruals and other payables

primarily consist of professional fees and staff claims.

10 AMOUNTS DUE TO SHAREHOLDERS

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

reported amount due to shareholders of $ 1,528,155 and $ 1,202,692 as of November 30, 2024, and August 31, 2024, respectively.

11 STOCKHOLDERS’ EQUITY

1 unchanged sentence

shares with a par value of $ 0.001 per share.

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.

the three months period ended November 30, 2023, the Company issued 373,822 shares of Common Stock at a per share purchase price of $ 2.50

as the Offering for gross proceeds of $ 934,534 received in the fiscal year ended August 31,2023.

the three months period ended November 30, 2023, the Company issued in aggregate, 52,107 shares of Common Stock to 15 referral agents

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

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

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

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.

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

shares of Common Stock, representing 2.5 %

of the issued and outstanding shares of Common Stock, to certain project

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

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

shares of Common Stock, representing 3.0 %

of the issued and outstanding shares of Common Stock in consideration for their corporate and business development consulting

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.

Therefore, as of November 30, 2024, and August 31, 2024, the Company

had 27,180,631 and 25,685,591 shares of its common stock issued and outstanding, respectively.

12 INCOME TAXES

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

Nine Months Ended May 31,

Three Months Ended November 30,

US Statutory rate

3 unchanged sentences

SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS

November 30, 2024

August 31, 2024

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Net deferred tax asset

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.

Utilization of the net operating loss carry forwards may

be subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue

Code of 1986, as amended.

Company had net operating loss carry forwards for tax purposes of approximately $ 44,000,000

on November 30, 2024,

and approximately $ 39,400,000 on

August 31, 2024, which may be available to offset future taxable income.

Utilization of the net operating loss carry forwards may be

subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue Code

of 1986, as amended.

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

2 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.

3 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 May 31, 2024, the Company discounted lease

payments using its estimated incremental borrowing rate of 10 %.

measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its estimated

incremental borrowing rate of 10 % .

March 28, 2023, the Company entered into a lease termination agreement to its Cambodia office lease at #65, 1st, 2nd and 3rd Floor, Street

8 unchanged sentences

SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES

November 30, 2024

August 31, 2024

2 unchanged sentences

Total lease liabilities

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

of November 30, 2024, remaining maturities of lease liabilities were as follows:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

2 unchanged sentences

14 COMMITMENTS AND CONTINGENCIES

October 8, 2021, a filing (the “Filing”) was made with the Kuala Lumpur High Court by a reseller (the “Reseller”)

of the Company’s INCU ionic nano copper solution (the “Solution”) and the Reseller’s related party (together

with the Reseller, the “Plaintiffs”).

Reseller was authorized by WKL Eco Earth’s sole distributor of the Solution (the “WKL Distributor”) to resell the Solution

together with a diffuser with a capacity of not more than 1000ml through a tripartite agreement (the “Tripartite Agreement”)

entered into between (a) the Reseller, (b) the WKL Distributor and (c) a solution packaging company (the “Packaging Company”).

WKL Eco Earth was not a party to the Tripartite Agreement and did not directly authorize or engage the Reseller in the resale of the

the Filing, the Plaintiffs claimed against (i) WKL Eco Earth;

(iii) Chan Kok Wei, (iv) the Packaging Company and (v) two

directors of the Packaging Company for loss and damages arising from an alleged breach of contract, defamation and tort of inducement.

The Plaintiffs also alleged that pursuant to the Tripartite Agreement, WKL Eco Earth was prohibited from selling the Solution to any

party other than the WKL Distributor and allow for the resale of the Solution by the Plaintiffs without limitation, and that the Plaintiffs

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

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.

The outcome of

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

As it stands, WKL has a

probability of success in its Counterclaim against the parties.

Management does not believe, based upon information available at this

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

or cash flows.

the normal course of business, we are subject to the effects of certain contractual stipulations, events, transactions, and laws and

regulations that may, at times, require the recognition of liabilities.

We establish estimated liabilities when the associated costs

related to uncertainties or guarantees become probable and can be reasonably estimated.

For the period ended November 30, 2024,

no material changes have occurred in our estimated liabilities from those disclosed in the Commitments and Contingencies of the

Notes to condensed consolidated financial statements in our Form 10-K.

15 SUBSEQUENT EVENTS

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

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to November 30, 2024, to the

date these condensed consolidated financial statements were issued, and has determined that it does not have any material subsequent

events to disclose in these condensed 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