What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-04-10 compared with 2026-01-13 · 248 added, 199 removed, 610 unchanged (42% of the section changed)

3 unchanged sentences

Dollars, except share data or otherwise stated)

OF NOVEMBER 30, 2025 AND AUGUST 31, 2025

November 30, 2025

OF FEBRUARY 28, 2026 AND AUGUST 31, 2025

February 28, 2026

August 31, 2025

Current assets

27 unchanged sentences

and 27,180,631 shares issued and outstanding

as at November 30, 2025 and August 31, 2025 *

as at February 28, 2026 and August 31, 2025 *

Additional paid in capital

12 unchanged sentences

Dollars, except share data or otherwise stated)

THE THREE MONTHS ENDED NOVEMBER 30, 2025 AND 2024

November 30, 2025

November 30, 2024

THE THREE AND SIX MONTH PERIODS ENDED FEBRUARY 28, 2026 AND 2025

February 28, 2026

February 28, 2025

February 28, 2026

February 28, 2025

Three months ended

Six months ended

February 28, 2026

February 28, 2025

February 28, 2026

February 28, 2025

Cost of revenue

Gross profit/(loss)

Operating expenses:

5 unchanged sentences

( 1,275,287 )

Interest income

( 2,043,299 )

( 5,916,344 )

Interest income / (expenses)

Total other income

2 unchanged sentences

( 1,272,988 )

( 2,042,993 )

( 5,913,892 )

Income tax expenses

1 unchanged sentence

$ ( 1,272,988 )

$ ( 2,042,993 )

$ ( 5,913,892 )

Net loss attributable to non-controlling interests

1 unchanged sentence

( 1,205,822 )

Other comprehensive income:

( 1,917,162 )

( 5,761,223 )

Other comprehensive (loss)/income:

Foreign currency translation adjustment

1 unchanged sentence

( 1,095,543 )

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

( 1,210,354 )

( 2,039,994 )

( 5,746,985 )

net comprehensive income attributable to non-controlling interests

Net comprehensive loss attributable to equity holders of the Company

( 1,054,584 )

( 1,211,656 )

( 1,985,761 )

( 5,759,220 )

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

7 unchanged sentences

Dollars, except share data or otherwise stated)

THE THREE MONTHS ENDED NOVEMBER 30, 2025 AND 2024

Additional paid in

Accumulated other comprehensive

THE THREE AND SIX MONTH PERIODS ENDED FEBRUARY 28, 2026 AND 2025

other comprehensive

Non-controlling

3 unchanged sentences

Issuance of common stock for consulting service

Fraction shares issued due to reverse stock split

Fraction shares issued due to reverse stock

Foreign currency translation adjustment

4 unchanged sentences

$ ( 682,128 )

Foreign currency translation adjustment

( 1,205,822 )

( 1,272,988 )

Balance as of February

$ ( 45,163,080 )

$ ( 747,992 )

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.

Additional paid in

Accumulated other comprehensive

other comprehensive

Non-controlling

2 unchanged sentences

$ ( 963,500 )

Foreign currency translation adjustment

( 1,038,715 )

Balance as of November

$ ( 55,006,861 )

$ ( 1,037,347 )

$ ( 55,006,861 )

$ ( 1,037,347 )

Foreign currency translation adjustment

( 1,004,278 )

Balance as of November 30, 2025

Balance as of February

$ ( 55,945,881 )

2 unchanged sentences

$ ( 55,945,881 )

$ ( 154,197 )

$ ( 1,143,564 )

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.

EVOAIR HOLDINGS INC.

HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars, except share data or otherwise stated)

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2025 AND 2024

November 30, 2025

November 30, 2024

THE SIX MONTHS PERIODS ENDED FEBRUARY 28, 2026 AND 2025

February 28, 2026

February 28, 2025

Cash flows from operating activities

2 unchanged sentences

Adjustments for non-cash income and expenses:

Stock based expense

Stock based compensation

Changes in operating assets and liabilities:

6 unchanged sentences

Other payables

Amounts due to shareholders

Net cash used in operations

$ ( 716,152 )

$ ( 738,395 )

Cash flows from investing activity

2 unchanged sentences

Cash flows from financing activities

Amounts due to shareholders

Payments of hire purchase

Cash used in financing activities

Net decrease in cash and cash equivalents

Payment of deferred offering costs

Net cash generated from financing activities

Net in crease in cash

and cash equivalents

Effect of exchange rate changes

4 unchanged sentences

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE THREE MONTHS ENDED NOVEMBER 30, 2025, AND 2024

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2026 AND 2025

1 – ORGANIZATION AND BUSINESS OPERATIONS

Holdings Inc.

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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”).

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

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

of the Company.

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

and allotted in aggregate 98,809,323 ordinary shares of common stock to certain parties.

On completion of the Allotment

Transactions, the total number of issued and outstanding shares of common stock of the Company were 101,779,323 (“Then

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

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

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

of Control Transaction”).

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

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

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

allotted in aggregate 98,809,323 ordinary shares of common stock to certain parties.

On completion of the Allotment Transactions, the

total number of issued and outstanding shares of common stock of the Company were 101,779,323 (“Then

Enlarged Share Capital”):

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

with 50 % shareholdings held by Chan Kok Wei and Ong Bee Chen, respectively, of 24,000 shares and 6,000 EvoAir

Shares, respectively, or approximately 0.02 % and 0.01 % of the Then Enlarged Share Capital, respectively.

with 50 % shareholdings held by Chan Kok Wei and Ong Bee Chen, respectively, of 24,000 shares and 6,000 EvoAir Shares, respectively,

or approximately 0.02 % and 0.01 % of the Then Enlarged Share Capital, respectively.

December 20, 2021, Dr.

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

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

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

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

the allotment and issuance to WKL Global, Allegro Investment and WKLEE Sellers of 49,320 EvoAir Shares, 8,280 EvoAir Shares and in

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

the Then Enlarged Share Capital.

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

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

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

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

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

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

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

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

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

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

2,520,000 EvoAir Shares and in aggregate 6,001,794 EvoAir shares, respectively, or

approximately 6.91 %, 2.48 % and in aggregate 5.90 %, respectively, of the Then Enlarged Share Capital.

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.

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

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

evoair TM and the trademarks and trademark applications described in the deeds of assignment thereunder, and in

respect of Dr.

Low’s patents and patents applications relating to the portable air-conditioner, e-Cond

EVO TM and the trademarks and trademark applications as described in the deeds of assignment thereunder (together,

the “IP Assignments”).

Pursuant to the IP Assignments, WKL Global, Allegro Investment and certain nominees shall be

allotted and issued 63,362,756 EvoAir Shares, 14,297,259 EvoAir Shares and in aggregate 5,487,752 EvoAir

Shares, respectively or approximately 62.25 %, 14.05 % and in aggregate 5.39 %, respectively of the Then Enlarged Share

Capital in consideration for the IP Assignments.

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

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

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

applications as described in the deeds of assignment thereunder (together, the “IP Assignments”).

Pursuant to the IP

Assignments, WKL Global, Allegro Investment and certain nominees shall be allotted and issued 63,362,756 EvoAir Shares, 14,297,259

EvoAir Shares and in aggregate 5,487,752 EvoAir Shares, respectively or approximately 62.25 %, 14.05 % and in aggregate 5.39 %, respectively

of the Then Enlarged Share Capital in consideration for the IP Assignments.

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

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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.

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.

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equity interest in WKL Guanzhe Green Technology to 62.5 %.

February 6, 2026, the WKL Eco Earth Holdings has increased its investment in WKL Guanzhe Green Technology Guangzhou Co Ltd (China) by

injecting an additional RMB 1,500,000 into its registered capital.

This investment has resulted in an increase in WKL Eco Earth Holding’s

equity interest in WKL Guanzhe Green Technology to 66.67 %.

2 Stockholders

Company entered into a series of offerings for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase

price of $ 2.50 , as follows:

Company entered into a series of offerings for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of

$ 2.50 , as follows:

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

1 unchanged sentence

Persons” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to

which the Company agreed to issue and sell 74,074 shares of Common Stock, at a per share purchase price of $ 2.50 , as part

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

price of $ 2.50 .

The gross proceeds were $ 185,185 .

which the Company agreed to issue and sell 74,074 shares of Common Stock, at a per share purchase price of $ 2.50 , as part of a series

of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $ 2.50 .

gross proceeds were $ 185,185 .

June 3, 2022, the Company entered into certain share subscription agreement with Mr.

Wong Hon Wai who is a “non-U.S.

Persons” as defined in Regulation S of the Securities Act pursuant to which the Company agreed to issue and sell 5,000 shares

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

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

as defined in Regulation S of the Securities Act pursuant to which the Company agreed to issue and sell 5,000 shares of Common Stock,

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

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

The gross proceeds were $ 12,500 .

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

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

Stock to the Regulation D investors, respectively, at a per share purchase price of $ 2.50 , as part of a series of offerings by the

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

The gross proceeds

in aggregate were $ 361,553 .

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 .

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

2 unchanged sentences

Pursuant to the share subscription

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

at 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, (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 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 .

3 unchanged sentences

Pursuant to the share subscription

agreements, the Company agreed to issue and sell in aggregate, 365,164 shares of Common Stock to the Regulation S investors,

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

agreements, the Company agreed to issue and sell in aggregate, 365,164 shares of Common Stock to the Regulation S investors, at a

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

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

4 unchanged sentences

Pursuant to the share subscription agreement,

the Company agreed to issue and sell in aggregate, 8,658 shares of Common Stock to the Regulation S investors, at a per

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

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

the Company agreed to issue and sell in aggregate, 8,658 shares of Common Stock to the Regulation S investors, at a per share purchase

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

a per share purchase price of $ 2.50 .

The gross proceeds in aggregate were approximately $ 21,645 .

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of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”), at a ratio of 1-for-4.

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.

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

1 unchanged sentence

Treatment of Fractional Shares

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).

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.

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.

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.

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:

OF CONSOLIDATED SUBSIDIARIES

SUMMARY OF CONSOLIDATED SUBSIDIARIES

Subsidiaries of EVOH

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Evo Air Marketing (M) Sdn Bhd (Malaysia)

Shareholding of WKL Guanzhe Green Technology Guangzhou Co Ltd (China) has increased from 62.5 % to 66.67 % on February 6, 2026.

2 – CHANGE OF CONTROL

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

Low, the then sole executive officer and director of the

Company and the owner of 2,000,000 restricted shares of the Company’s ordinary shares representing

approximately 67.34 % of the Company’s then issued and outstanding shares, sold his entire shareholding of the Company to

WKL Global for an aggregate consideration of $ 100 .

Upon completion of the Change of Control Transaction, WKL Global then owned

2,000,000 shares, or approximately 67.34 % of the Company’s then issued and outstanding shares, which resulted in a

change of control of the Company.

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

and the owner of 2,000,000 restricted shares of the Company’s ordinary shares representing approximately 67.34 % of the Company’s

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

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

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

3 – GOING CONCERN

Company’s financial statements as of November 30, 2025, is prepared using generally accepted accounting principles in the United

Company’s financial statements as of February 28, 2026 are prepared using generally accepted accounting principles in the United

States of America (“U.S.

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to cover its operating costs and allow it to continue as a going concern.

of November 30, 2025, and August 31, 2025, the Company had an accumulated deficit of $ 55,006,861 and $ 54,028,719 respectively.

incurred net loss of $ 1,038,715 and $ 4,640,904 for the three months ended November 30, 2025, and 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.

of February 28, 2026 and August 31, 2025, the Company had an accumulated deficit of $ 55,945,881 and $ 54,028,719 ,

respectively.

The Company incurred a net loss of $ 1,004,278 and $ 1,272,988 for the three months ended February 28, 2026 and 2025, respectively, and $ 2,042,993

for the six months ended February 28, 2026 compared to $ 5,913,892 for the six months ended February 28, 2025.

address these challenges and ensure the Company’s long-term viability, Management has developed a strategic plan focused on the

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

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

Indochina, and its 62.5 % owned WKL Guanzhe.

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

and its 66.67 % owned WKL Guanzhe.

intercompany accounts and transactions have been eliminated in consolidation.

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in the financial statements.

As of November 30, 2025, and August 31, 2025, the Company established that there are items that represented

As of February 28, 2026, and August 31, 2025, 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.

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all past due balances are reviewed individually for collectability.

An account receivable is written off after all collection effort

An account receivable is written off after all collection efforts have ceased.

Recoveries of receivables previously written off are recorded when received.

Interest is not charged on past due accounts.

of November 30, 2025, and August 31, 2025, our net accounts receivable totaled $ 22,080 and $ 56,235 , respectively, after deducting allowances

for credit losses of $ 24,860 and $ 25,409 , respectively.

The modest decrease in the allowance for credit losses was attributable to foreign

currency translation adjustments.

of February 28, 2026 , and August 31, 2025, our net accounts receivable totaled $ 57,458

and $ 56,235 , respectively, after deducting allowances for credit losses of $ 26,977 and $ 25,409 , respectively.

The modest increase in

the allowance for credit losses was attributable to foreign currency translation adjustments.

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

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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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revenue on the balance sheet.

As of November 30, 2025 and August 31, 2025, the Company recorded a deferred revenue balance of $ 29,630

As of February 28, 2026 , and August 31, 2025, the Company recorded a deferred revenue balance of $ 31,812

and $ 11,005 , respectively.

Offering Costs

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.

deferred offering costs of $ 3,225,464 as of both November 30, 2025 and August 31, 2025.

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.

We determine if an arrangement is a lease at inception.

all classes of underlying assets, we elect not to recognize right of use assets or lease liabilities when a lease has a lease term

of 12 months or less at the commencement date and does not include an option to purchase the underlying asset that we are reasonably

certain to exercise.

Operating lease assets and liabilities are included on our consolidated balance sheet as of November

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

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 $ 3,230,576 and $ 3,225,464 of offering

costs as of February 28, 2026and August 31, 2025 respectively.

Such costs will be deferred and offset against the offering proceeds

upon the completion of the IPO.

have entered into operating agreements primarily for the office and factory.

determine if an arrangement is a lease at inception.

For all classes of underlying assets, we elect not to recognize right of use

assets or lease liabilities when a lease has a lease term of 12 months or less at the commencement date and does not include an

option to purchase the underlying asset that we are reasonably certain to exercise.

Operating lease assets and liabilities are

included on our consolidated balance sheet as of February

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

rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit

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of common shares outstanding during the reporting period.

Diluted earnings per share reflects the potential dilution that could occur

Diluted earnings per share reflect the potential dilution that could occur

if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common

stock that could share in the earnings of the Company.

As of November 30, 2025, the Company has no potentially dilutive securities, such

As of February 28, 2026, the Company has no potentially dilutive securities, such

as options or warrants, currently issued and outstanding.

Issued Accounting Pronouncements

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

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.

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

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foreign jurisdiction.

The Company adopted ASU 2023-09 effective

September 1, 2025.

The adoption did not have a material effect on its financial position, results of operations, or cash flows, but resulted

in expanded disclosures in its consolidated financial statements.

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

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

In September 2025, the FASB issued ASU 2025-06 -Intangibles-Goodwill

and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which

is intended to simplify the capitalization guidance for internal-use software by removing references to project stages and clarifying

when the capitalizing of eligible costs is required.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and

interim periods within those fiscal years.

Early adoption is permitted.

The Company is in the process of evaluating the impact of this

new guidance on its disclosures.

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

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SCHEDULE OF INVENTORIES

November 30, 2025

February 28, 2026

August 31, 2025

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PREPAYMENTS AND OTHER RECEIVABLES

November 30, 2025

February 28, 2026

August 31, 2025

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PLANT AND EQUIPMENT

November 30, 2025

February 28, 2026

August 31, 2025

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Property, plant, and equipment, net

Depreciation expenses amounted to $ 27,904 and $ 19,166 for the three months ended November 30, 2025 and 2024, respectively.

expense for the six months ended February 28, 2026, was $ 75,590 .

Depreciation expense for the six months ended February 28, 2025 , was

8 – INTANGIBLE ASSETS

below table summarizes the identifiable intangible assets:

below table summarizes the identifiable intangible assets as of February

28, 2026 and August 31, 2025:

SUMMARY OF INTANGIBLE

November 30, 2025

February 28, 2026

August 31, 2025

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Intangible assets, net

Amortization expenses for intangible assets amounted to $ 636,425 and $ 902,419 for the three months ended November 30, 2025 and 2024, respectively.

expenses for intangible assets for the three months ended February 28, 2026 , and 2025 were $ 1,272,851 and $ 1,804,838 respectively.

9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

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PAYABLES ACCRUALS AND OTHER PAYABLE

February 28, 2026

August 31, 2025

Accounts payable

Other payables

10 RELATED PARTY TRANSACTIONS

due to shareholders

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 $ 2,818,747 and $ 2,436,407 as of November

30, 2025, and August 31, 2025, respectively.

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

successful uplisting or terms mutually between the parties.

The Company reported amount s

due to shareholders of $ 3,299,033

and $ 2,436,407

as of February 28, 2026, and August 31, 2025, respectively.

11 STOCKHOLDERS’ EQUITY

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shares with a par value of $ 0.001 per share.

the three months ended November 30, 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 three months ended November 30, 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.

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.

April 12, 2024, the Company’s board of directors unanimously resolved to effect a reverse stock split of the Company’s common

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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

shares of Common Stock, to certain project management consultant s in consideration for their services in relation to the proposed initial

public offering.

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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 November 30, 2025 and August 31, 2025, the Company had 27,180,631 shares of common stock issued and outstanding.

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 February 28, 2026, and August 31, 2025, the Company

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

12 INCOME TAXES

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Eco Earth Holdings is incorporated in Singapore, and under the current tax laws of Singapore, its standard corporate income tax rate

Eco Earth, WKL Green Energy and Evoair Manufacturing (including its 100 % subsidiary Evo Air Marketing) are incorporated in Malaysia

and are subject to common corporate income tax rate at 24 %.

Eco Earth, WKL Green Energy and Evoair Manufacturing (including its 100 % subsidiary Evo Air Marketing) are incorporated in Malaysia and

are subject to common corporate income tax rate at 24 %.

EcoEarth Indochina is incorporated in Cambodia, and under the current tax laws of Cambodia, its standard corporate tax rate is 20 %.

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BETWEEN THE STATUTORY TAX RATE AND THE ACTUAL PROVISION

November 30, 2025

February 28, 2026

August 31, 2025

November 30, 2025

February 28, 2026

August 31, 2025

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SCHEDULE OF COMPONENTS OF NET DEFERRED

operating loss carry-forward

February 28, 2026

August 31, 2025

Net operating loss carry-forward

valuation allowance

deferred tax asset

Company had net operating loss carry forwards for tax purposes of approximately $ 55,000,000 at

November 30, 2025, and approximately $ 54,000,000 at August 31, 2025, 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.

( 55,900,000 )

( 54,000,000 )

Net deferred tax asset

Company had net operating loss carry forwards for tax purposes of approximately $ 55,900,000

as of February 28, 2026, and approximately $ 54,000,000

as of August 31, 2025, 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

13 ROU ASSET AND LEASES

lease is defined as a contract that conveys the right to control the use of identifiable tangible property for a period of time in

exchange for consideration.

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 not to

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.

lease is defined as a contract that conveys the right to control the use of identifiable tangible property for a period of time in exchange

for consideration.

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 not to 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.

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AND OPERATING LEASE LIABILITIES

November 30, 2025

February 28, 2026

August 31, 2025

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Total lease liabilities

of November 30, 2025, the remaining maturities of lease liabilities were as follows:

of February 28, 2026, the remaining maturities of lease liabilities were as follows:

SCHEDULE OF MATURITIES

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probable and can be reasonably estimated, it establishes the necessary accruals.

As of November 30, 2025, the Company is not aware

of any contingent liabilities that should be reflected in the financial statements.

As of February 28, 2026, the Company is not aware of

any contingent liabilities that should be reflected in the financial statements.

15 SUBSEQUENT EVENTS

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to November 30, 2025, to the date

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to February 28, 2026, to the date

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

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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