What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-11-12 compared with 2024-11-29 · 365 added, 415 removed, 488 unchanged (62% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and the Board of Directors of EvoAir Holdings Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of EvoAir Holdings Inc.

(the “Company”) as of August 31, 2024

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, 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.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and the Board of Directors of EvoAir Holdings Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of EvoAir

Holdings Inc.

(the “Company”) as of August 31, 2025 and 2024, the related statements of operations and comprehensive loss,

changes in shareholders’ equity, and cash flows for each of the two years in the period ended August 31, 2025, and the related notes

to the financial statements (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, 2025 and 2024, and the results of its operations and its cash

flows for each of the two years in the period ended August 31, 2025, 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 $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.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

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 $ 54,028,719 .

The Company incurred net loss of $ 14,968,005

for the year ended August 31, 2025.

The cash used in operating activities was $ 1,158,760

for the year ended August 31, 2025.

The Company has accumulated losses 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 in Note 3.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to

be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of

the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of

material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of

its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over

financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over

financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Audit Alliance LLP

have served as the Company’s auditor since 2021.

We have served as the Company’s auditor since 2021.

November 12, 2025

(PCAOB ID No.

HOLDINGS INC.

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OF AUGUST 31, 2025 AND 2024

August 31, 2024

August 31, 2023

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 liabilities

Total current liabilities

purchase creditor

lease liabilities

non-current liabilities

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

and contingencies (Note 14)

Shareholders’

stock, 250,000,000 authorized;

$ 0.001 par value, 27,180,631 and 25,685,591 shares issued and outstanding as at August 31, 2025 and

paid in capital

other comprehensive loss

( 54,028,719 )

( 39,401,857 )

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.

Non-controlling

shareholders’ equity

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 INCOME

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Dollars, except share data or otherwise stated)

THE YEARS ENDED AUGUST 31, 2025 AND 2024

August 31, 2024

August 31, 2023

Cost of revenue

and marketing expenses

and administrative expenses

operating expenses

Selling and marketing expenses

General and administrative expenses

Total operating expenses

Loss from operation

from operation

( 14,989,751 )

( 26,319,806 )

Other income/(expense)

Interest income/(expense)

Other income/(expense)

Total other income/(expense)

Loss from operation before income taxes

from operation before income taxes

( 14,968,005 )

( 26,315,396 )

Income tax expenses

$ ( 14,968,005 )

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Net loss attributable to non-controlling interests

Net loss attributable to equity holders of the Company

loss attributable to equity holders of the Company

( 14,626,862 )

( 25,878,591 )

Other comprehensive loss:

Foreign currency translation adjustment

Total comprehensive loss

comprehensive (loss):

currency translation adjustment

comprehensive loss

( 14,678,432 )

( 25,932,955 )

net comprehensive loss attributable to non-controlling

Net comprehensive loss attributable to equity holders of the Company

net comprehensive loss attributable to non-controlling interests

comprehensive loss attributable to equity holders of the Company

( 14,663,633 )

( 25,910,382 )

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

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

average number of common shares outstanding:

* Retroactively presented

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HOLDINGS INC.

STATEMENT OF CHANGES IN EQUITY

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

Dollars, except share data or otherwise stated)

THE YEARS ENDED AUGUST 31, 2025 AND 2024

other comprehensive

comprehensive

Non-controlling

Balance as of August 31, 2022

$ ( 7,465,373 )

Capital contribution

Issuance of common stock for Cash

Foreign currency translation adjustment

as of August 31, 2023

$ ( 13,523,266 )

$ ( 148,180 )

Balance as of August 31, 2023

of common stock for cash

of common stock for service

currency translation adjustment

( 25,878,591 )

as of August 31, 2024

$ ( 39,401,857 )

1 unchanged sentence

$ ( 39,401,857 )

Issuance of common stock for Cash

Issuance of common stock for service

Foreign currency translation adjustment

$ ( 607,558 )

of common stock for consulting service

shares issued due to reverse stock split

currency translation adjustment

( 14,626,862 )

Balance as of August 31, 2024

as of August 31, 2025

$ ( 54,028,719 )

2 unchanged sentences

$ ( 963,500 )

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

on September 11, 2024.

* 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.

3 unchanged sentences

THE YEARS ENDED AUGUST 31, 2025 AND 2024

August 31, 2024

August 31, 2023

Cash flows from operating activities

flows from operating activities

$ ( 14,968,005 )

1 unchanged sentence

Adjustments for non-cash income and expenses:

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:

(Increase)/decrease in accounts receivables

Decrease/(increase) 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

Increase/(decrease) in other payables

Increase in amounts due to shareholders

Net cash generated from /(used in) operations

Intangible asset impairment

Stock based expense

in operating assets and liabilities:

Accounts receivables

Deposit, prepayments and advances to suppliers

Operating lease right-of-use assets

Accounts payable and accruals

Deferred revenue

Operating lease liabilities

Other payables

cash used in operations

$ ( 1,158,760 )

Cash flows from investing activity

Purchase of property, plant and equipment

Cash used in investing activity

$ ( 939,775 )

Cash flows from financing activities

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

flows from investing activity

of property, plant and equipment

used in investing activity

$ ( 146,269 )

Net (decrease)/increase in cash and cash equivalents

Effect of exchange rate changes

Cash and cash equivalents at start of year

Cash and cash equivalents at end of year

flows from financing activities

from shareholders

of hire purchase

of deferred offering costs

cash provided by financing activities

decrease in cash and cash equivalents

of foreign currency translation

and cash equivalents at start of year

and cash equivalents at end of year

disclosure of non-cash investing and financing information :

stock issued for consulting service in relation to Initial public offering

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

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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”).

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

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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”):

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.

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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, 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.

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

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

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

respectively, of the Then Enlarged Share Capital.

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

December 20, 2021, Dr.

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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”.

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

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

Each Referral Agent is a “non-U.S.

Persons” as defined

in Regulation S.

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

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

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

Persons” as defined in Regulation S.

On August 14, 2024, the WKL Eco Earth Holdings has

increased its investment in WKL Guanzhe Green Technology Guangzhou Co Ltd (China) by injecting an additional RMB 2,000,000 into its registered

This investment has resulted in an increase in WKL Eco Earth Holding’s equity interest in WKL Guanzhe Green Technology

2 Stockholders

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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

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 .

4 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 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 Company agreed to issue and sell in aggregate, (i) 250,132 shares of Common Stock to the Regulation S Investors, at a per share

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

Stock at a per share purchase price of $ 2.50 .

The gross proceeds in aggregate were approximately $ 625,330 .

15 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;

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”).

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.

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).

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 % 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.

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

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:

13 unchanged sentences

Evo Air Marketing (M) Sdn Bhd (Malaysia)

* Shareholding increased to 62.5% on August 14, 2024

2 – CHANGE OF CONTROL

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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.

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

and $ $ 6,317,373 for the

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.

of August 31, 2025, and August 31, 2024, the Company had an accumulated deficit of $ 54,028,719 and $ 39,401,857 respectively.

incurred net loss of $ 14,968,005 and $ 26,315,396 for the years ended August 31, 2025, and 2024, respectively.

The cash used in operating

activities was $ 1,158,760 for the year ended August 31, 2025, and the cash used in operating activities was $ 939,775 for the year ended

August 31, 2024, 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:

● Expansion of Product Offerings:

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:

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 position.

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

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Key estimates in the accompanying consolidated financial

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

tax asset valuation allowances.

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

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

valuation allowances.

Actual results could differ materially from these estimates.

3 unchanged sentences

The Company places its

cash with a high credit quality financial institution.

cash with high credit quality financial institutions.

Guanzhe business is primarily conducted in China and substantially all of revenue are denominated in RMB.

5 unchanged sentences

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.

As of August 31, 2025, 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.

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 occurs.

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

The resulting translation adjustment is reflected

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

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

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

5 unchanged sentences

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.

The Company reviews the allowance for credit losses on a regular basis, and

all past due balances are reviewed individually for collectability.

An account receivable is written off after all collection effort

1 unchanged sentence

Interest is not charged on past due accounts.

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.

of August 31, 2025 and August 31, 2024, our accounts receivable amounted to $ 56,235 and $ 62,914 , respectively, with no allowance for

credit losses.

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 cost or net realizable value.

value inventories 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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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 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 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.

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.

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.

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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to the respective performance obligation when (or as) the performance obligation is satisfied.

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

The customer payments received in advance are

recorded as deferred revenue on the balance sheet.

The deferred revenue of $ 440,069 was

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

as revenue for year ended August 31, 2024.

The Company recognized $ 10,012 deferred

revenue as of August 31, 2024.

Company collects customer deposits in advance for certain business contracts.

These advance payments are initially recorded as deferred

revenue on the balance sheet.

As of August 31, 2024, deferred revenue totaled $ 10,012 , with $ 5,979 was recognized as revenue during

the year ended August 31, 2025.

As of August 31, 2025, the Company recorded a deferred revenue balance of $ 11,005 .

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.

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.

The Company deferred $ 3,225,464 and $ 449,576 of offering costs as of

August 31, 2025 and 2024 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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stock that could share in the earnings of the Company.

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

as options or warrants, currently issued and outstanding.

As of August 31 ,

2025 , the Company has no potentially dilutive securities, such as options or warrants, currently

issued and outstanding.

Issued Accounting Pronouncements

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.

November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, by introducing key amendments to enhance disclosures

in public entities’ reportable segments.

Notable changes include the mandatory disclosure of significant segment expenses regularly

provided to the chief operating decision maker (“CODM”), disclosure of other segment items, and requirements for consistency

in reporting measures used by the CODM.

The amendments in this update are effective for fiscal years beginning after December 15, 2023,

and interim periods within fiscal years beginning after December 15, 2024.

Accordingly, the Company adopted the provisions of ASU 2023-07

as of January 31, 2025.

The adoption of the new standard had no impact on the Company’s financial position, results of operations

or cash flows on the date of transition.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which introduces more detailed

requirements for annual disclosures for income taxes.

The ASU requires public business entities to present specific categories in the

income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

also requires all entities to disclose the amounts of income taxes paid, net of refunds received, disaggregated by federal, state, and

foreign jurisdiction.

The ASU is effective for fiscal years beginning after December 15, 2024.

The Company is currently evaluating the

effects, if any, that the adoption of ASU 2023-09 may have on its financial position, results of operations, cash flows, or disclosures.

November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires public business entities to disclose specific information

about certain costs and expenses.

The amendments in this update are effective for fiscal years beginning after December 15, 2026, and

interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating

the effects, if any, that the adoption of ASU 2024-03 may have on its financial position, results of operations, cash flows, or disclosures.

are no other recently issued accounting pronouncements that have not yet been adopted that the Company considers material to its consolidated

financial statements.

5 INVENTORIES

consist of the following:

SCHEDULE OF INVENTORIES

OF INVENTORIES

August 31, 2025

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Raw materials and supplies

Work in progress

Total inventory on hand

6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES

prepayments and other receivables consists of the following:

SCHEDULE OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

August 31, 2025

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plant and equipment consist of the following:

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

OF PROPERTY, PLANT AND EQUIPMENT

August 31, 2025

August 31, 2024

Plant and machinery

Plant and machineries

Office equipment

3 unchanged sentences

Property, plant and equipment, net

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

expense for the years ended August 31, 2025 ,

was $ 110,212 .

Depreciation expense for the year ended August 31, 2024 , was $ 251,878 .

8 – INTANGIBLE ASSETS

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

below table summarizes the identifiable intangible assets as of August

31, 2025 and 2024:

SUMMARY OF INTANGIBLE ASSETS

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Finite- lived intangible assets, gross

Accumulated amortization

Accumulated t echnology -related

intangible asset impairment

( 27,511,542 )

( 20,580,040 )

Technology-related intangible asset impairment

Adjusted carrying amount

Accumulated amortization

( 14,056,447 )

( 11,086,369 )

Intangible assets, net

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.

expenses for intangible assets for the years ended August

31, 2025 and 2024 were $ 2,970,078

and $ 4,157,388

respectively.

expenses for intangible assets for the years ended August 31, 2025, and 2024 were $ 6,931,502

and $ 20,580,040

respectively.

9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

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

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

SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE

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due to shareholders

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.

due to shareholders are unsecured, with interest of 3% to 8% per annum accrue on a daily basis and tenure of 6 months, until the successful uplisting or

terms mutually between the parties .

The Company reported amount due to shareholders of $ 2,436,407

and $ 1,202,692

as of August 31, 2025, and August 31, 2024, respectively.

11 STOCKHOLDERS’ EQUITY

1 unchanged sentence

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.

the year ended August 31, 2024, the Company issued 373,822 shares of Common Stock at a per share purchase price of $ 2.50 as the Offering

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

the year ended August 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.

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 services.

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 August 31, 2025, 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

Years Ended August 31,

August 31, 2025

August 31, 2024

August 31, 2025

August 31, 2024

US Statutory rate

10 unchanged sentences

Net deferred tax asset

Company had net operating loss carry forwards for tax purposes of approximately $ 39,400,000 at August 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 $ 54,000,000

at August 31, 2025, and approximately

$ 39,400,000 at

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.

12 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 August 31, 2024, 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

123, Sangkat Toul Tumpong I, Khan Chamkarman, Phnom Penh, Cambodia (the “Lease Termination”).

The Lease Termination terminated

the Company’s rights and obligations with respect to the leased premises on April 15, 2023.

As such, the ROU assets and operating

lease liabilities were remeasured, and the Company recorded a gain of $ 14,890 as a component of operating expenses for the year ended

August 31, 2023.

No impairment of the ROU assets was deemed to have occurred.

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

incremental borrowing rate of 10 %.

January 2025, the Company entered into a supplemental agreement amending its existing PRC factory lease agreement (original Contract

effective from 2021) with the lessor.

The amendment reduces the leased area of the existing factory space.

Company determined that the amendment qualifies as a lease modification under ASC 842-10-25-8 because it decreases the scope of the leased

asset (reduced factory space) without granting additional rights of use, and the decrease in consideration is commensurate with the reduced

scope, adjusted for market conditions and the Company’s circumstances.

This modification is accounted for as a partial termination

of the existing lease.

amendments were accounted for as lease modifications effective February 1, 2025.

Per ASC 842-10-25-8, the lease liability was remeasured

at the modification date as the present value of the revised lease payments over the remaining term, discounted using the Company’s

incremental borrowing rate of 4.75 % (the rate implicit in the lease was not readily determinable).

The ROU asset was adjusted proportionately

to reflect the reduction in leased area, with any difference between the reduction in the ROU asset and the lease liability recognized

as a loss of $ 19,396 in net loss.

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

2 unchanged sentences

August 31, 2024

Operating lease liabilities

Operating lease liabilities current

Operating lease liabilities non

Operating lease liabilities

Operating lease liabilities non current

Total lease liabilities

lease liabilities

of August 31, 2025, the remaining maturities of lease liabilities were as follows:

1 unchanged sentence

Operating lease

2029 and thereafter

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.

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.

During the normal course of business, the Company may be exposed to litigation.

When the Company becomes aware of

potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies.

The Company evaluates

its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome.

If the Company determines

that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals.

31, 2025, the Company is not aware of any contingent liabilities that should be reflected in the financial statements.

15 SUBSEQUENT EVENTS

1 unchanged sentence

these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose

in these consolidated financial statements, except as follow:

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.

in these consolidated financial statements.

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