What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-07-10 compared with 2026-04-10 · 201 added, 199 removed, 659 unchanged (38% of the section changed)

3 unchanged sentences

Dollars, except share data or otherwise stated)

OF FEBRUARY 28, 2026 AND AUGUST 31, 2025

February 28, 2026

OF MAY 31, 2026 AND AUGUST 31, 2025

August 31, 2025

28 unchanged sentences

and 27,180,631 shares issued and outstanding

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

as at May 31, 2026 and August 31, 2025 *

Additional paid in capital

7 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

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.

2 unchanged sentences

Dollars, except share data or otherwise stated)

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

February 28, 2026

February 28, 2025

February 28, 2026

February 28, 2025

THE THREE AND NINE MONTH PERIODS ENDED MAY 31, 2026 AND 2025

Three months ended

Six months ended

February 28, 2026

February 28, 2025

February 28, 2026

February 28, 2025

Nine months ended

Cost of revenue

9 unchanged sentences

( 7,125,007 )

Interest income / (expenses)

Total other income

Interest income/(expense)

Total other income/(expense)

Loss from operation before income taxes

13 unchanged sentences

( 2,930,598 )

Other comprehensive (loss)/income:

( 6,879,047 )

Other comprehensive income/(loss):

Foreign currency translation adjustment

14 unchanged sentences

Basic and diluted

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.

2 unchanged sentences

Dollars, except share data or otherwise stated)

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

other comprehensive

THE THREE AND NINE MONTH PERIODS ENDED MAY 31, 2026 AND 2025

Additional paid in

Accumulated other

comprehensive

Non-controlling

3 unchanged sentences

Issuance of common stock for consulting service

Fraction shares issued due to reverse stock

Fraction shares issued due to reverse stock split

Foreign currency translation adjustment

10 unchanged sentences

$ ( 747,992 )

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

Foreign currency translation adjustment

( 1,117,824 )

( 1,186,838 )

Balance as of May 31, 2025

$ ( 46,280,904 )

$ ( 129,114 )

$ ( 838,514 )

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.

other comprehensive

Additional paid in

Accumulated other comprehensive

Non-controlling

7 unchanged sentences

$ ( 1,037,347 )

Foreign currency translation adjustment

( 1,004,278 )

Balance as of February 28, 2026

$ ( 55,945,881 )

$ ( 154,197 )

$ ( 1,143,564 )

$ ( 55,945,881 )

$ ( 154,197 )

$ ( 1,143,564 )

Foreign currency translation adjustment

( 1,013,436 )

Balance as of February

( 1,078,217 )

Balance as of May 31, 2026

$ ( 56,959,317 )

3 unchanged sentences

$ ( 159,196 )

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

$ ( 1,196,269 )

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.

2 unchanged sentences

Dollars, except share data or otherwise stated)

THE SIX MONTHS PERIODS ENDED FEBRUARY 28, 2026 AND 2025

February 28, 2026

February 28, 2025

THE NINE MONTHS PERIODS ENDED MAY 31, 2026 AND 2025

Cash flows from operating activities

2 unchanged sentences

Adjustments for non-cash income and expenses:

Stock based compensation

Stock based expense

Changes in operating assets and liabilities:

8 unchanged sentences

$ ( 900,095 )

$ ( 738,395 )

Cash flows from investing activity

2 unchanged sentences

Cash flows from financing activities

Amounts due to shareholders

Loan from shareholders

Payments of hire purchase

1 unchanged sentence

Net cash generated from financing activities

Net in crease in cash

and cash equivalents

Net decrease in cash and cash equivalents

Effect of exchange rate changes

4 unchanged sentences

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

THE THREE AND NINE MONTHS ENDED MAY 31, 2026 AND 2025

1 – ORGANIZATION AND BUSINESS OPERATIONS

24 unchanged sentences

Enlarged Share Capital”):

December 20, 2021, Dr.

Low and Chan Kok Wei entered into a share exchange agreement with WKL Eco Earth Holdings Pte Ltd (“WKL

Eco Earth Holdings”), pursuant to which Dr.

Low and Chan Kok Wei agreed to sell all their ordinary shares of WKL Green Energy

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

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

20, 2021, Dr.

Low and Chan Kok Wei entered into a share exchange agreement with WKL Eco Earth Holdings Pte Ltd (“WKL Eco Earth

Holdings”), pursuant to which Dr.

Low and Chan Kok Wei agreed to sell all their ordinary shares of WKL Green Energy Sdn Bhd

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

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

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

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

December 20, 2021, Dr.

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.

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.

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.

On 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.

On December 20, 2021, Tan

Soon Hock, Ivan Oh Joon Wern and certain relevant interest holders (“Relevant Interest Holders”) entered into an investment

exchange agreement with WKL Eco Earth Holdings, pursuant to which Tan Soon Hock, Ivan Oh Joon Wern and the Relevant Interest Holders

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

WKL Eco Earth Holdings in consideration for the allotment and issuance of 7,037,762 EvoAir Shares, 2,520,000 EvoAir Shares and in

aggregate 6,001,794 EvoAir shares, respectively, or approximately 6.91 %, 2.48 % and in aggregate 5.90 %, respectively, of the Then

Enlarged Share Capital.

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

20, 2021, Dr.

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

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.

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

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$ 2.50 , as follows:

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

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

Ang Lee Kim Jane, who is a “non-U.S.

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

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

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

gross proceeds were $ 185,185 .

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

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 .

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

Wong Hon Wai who is a “non-U.S.

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The gross proceeds were $ 12,500 .

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

that it was a “non-U.S.

On October 25, 2022, the

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

Persons” as defined in Securities Act.

On the same date, the Company entered into Regulation

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

defined in Regulation D of the Securities Act.

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

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

D investors, respectively, 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 .

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

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

Securities Act.

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

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

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

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

The gross proceeds in aggregate were $ 361,553 .

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

that it was a “non-U.S.

On February 20, 2023, the

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

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

Pursuant to the share subscription

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

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

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

Pursuant to the share subscription agreements, the Company agreed

to issue and sell in aggregate, (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 .

The gross proceeds in aggregate were $ 144,443 .

July 13, 2023, the Company entered into Regulation S share subscription agreements with 31 investors, each of whom represented that

it was a “non-U.S.

On July 13, 2023, the Company

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

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

Pursuant to the share subscription agreements,

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

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

Stock at a per share purchase price of $ 2.50 .

Pursuant to the share subscription agreements, the Company agreed

to issue and sell in aggregate, (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 .

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

that it was a “non-U.S.

On September 7, 2023, the

Company entered into Regulation S share subscription agreements with 71 investors, each of whom represented that it was a “non-U.S.

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

Pursuant to the share subscription

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

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

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

Pursuant to the share subscription agreements, the Company agreed

to issue and sell in aggregate, 365,164 shares of Common Stock to the Regulation S investors, at a per share purchase price of $ 2.50

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

price of $ 2.50 .

The gross proceeds in aggregate were approximately $ 912,889 .

November 21, 2023, the Company entered into a Regulation S share subscription agreement with Wong Chun Shoong who represented that

he was a “non-U.S.

On November 21, 2023, the

Company entered into a Regulation S share subscription agreement with Wong Chun Shoong who represented that he was a “non-U.S.

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

Pursuant to the share subscription agreement,

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

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

a per share purchase price of $ 2.50 .

Pursuant to the share subscription agreement, the Company agreed

to issue and sell in aggregate, 8,658 shares of Common Stock to the Regulation S investors, at a per share purchase price of $ 2.50

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

price of $ 2.50 .

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

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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.

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

6 unchanged sentences

3 – GOING CONCERN

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

States of America (“U.S.

GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation

of liabilities in the normal course of business.

The Company has not yet established a sustainable ongoing source of revenue sufficient

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

of February 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.

Company’s financial statements as of May 31, 2026 are prepared using generally accepted accounting principles in the United States

of America (“U.S.

GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities

in the normal course of business.

The Company has not yet established a sustainable ongoing source of revenue sufficient to cover its

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

of May 31, 2026 and August 31, 2025, the Company had an accumulated deficit of $ 56,959,317 and $ 54,028,719 , respectively.

incurred a net loss of $ 1,078,217 and $ 1,186,838 for the three months ended May 31, 2026 and 2025, respectively, and $ 3,121,210 for the

nine months ended May 31, 2026 compared to $ 7,100,730 for the nine months ended May 31, 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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Key initiatives include:

of Product Offerings:

Product Offerings:

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

Geographical Expansion:

Penetrating new markets to drive revenue growth.

Diversification:

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

label and licensing opportunities.

Profitability:

Revenue Diversification:

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

opportunities.

Improved Profitability:

Achieving economies of scale through operational efficiencies and growth.

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in the financial statements.

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.

As of May 31, 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.

Currency Translation

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all past due balances are reviewed individually for collectability.

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

An account receivable is written off after all collection efforts

Recoveries of receivables previously written off are recorded when received.

Interest is not charged on past due accounts.

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.

of May 31, 2026 , and August 31, 2025, our net accounts receivable totaled $ 34,402 and $ 56,235 ,

respectively, after deducting allowances for credit losses of $ 26,497 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

and machineries

and equipment

Plant and machineries

Office equipment

Furniture and equipment

and maintenance costs are charged to expense as incurred.

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revenue on the balance sheet.

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

and $ 11,005 , respectively.

As of May 31, 2026, and August 31, 2025, the Company recorded a deferred revenue balance of $ 25,929 and

$ 11,005 , respectively.

Offering Costs

8 unchanged sentences

The Company deferred $ 3,233,652 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.

costs as of May 31, 2026 and 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

We 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 May

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

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an orderly transaction between market participants at the measurement date.

Financial assets are marked to bid prices , and financial liabilities

are marked to offer prices.

Financial assets are marked to bid prices, and financial

liabilities are marked to offer prices.

Fair value measurements do not include transaction costs.

A fair value hierarchy is used to prioritize the

quality and reliability of the information used to determine fair values.

Categorization within the fair value hierarchy is based on

the lowest level of input that is significant to the fair value measurement.

The fair value hierarchy is defined in the following three

A fair value hierarchy is used to prioritize

the quality and reliability of the information used to determine fair values.

Categorization within the fair value hierarchy is based

on the lowest level of input that is significant to the fair value measurement.

The fair value hierarchy is defined in the following

three categories:

Quoted market prices in active markets for identical assets or liabilities.

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stock that could share in the earnings of the Company.

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

as options or warrants, currently issued and outstanding.

As of May 31, 2026, the Company has no potentially dilutive securities, such as

options or warrants, currently issued and outstanding.

Issued Accounting Pronouncements

2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07,

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.

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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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.

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.

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

February 28, 2026

August 31, 2025

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PREPAYMENTS AND OTHER RECEIVABLES

February 28, 2026

August 31, 2025

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PLANT AND EQUIPMENT

February 28, 2026

August 31, 2025

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Property, plant, and equipment, net

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

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

expense for the nine months ended May 31, 2026, was $ 93,738 .

Depreciation expense for the nine months ended May 31, 2025, was $ 84,729 .

8 – INTANGIBLE ASSETS

below table summarizes the identifiable intangible assets as of February

below table summarizes the identifiable intangible assets as of May

31, 2026 and August 31, 2025:

SUMMARY OF INTANGIBLE

February 28, 2026

August 31, 2025

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Intangible assets, net

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

expenses for intangible assets for the nine months ended May 31, 2026, and 2025 were $ 1,909,276 and $ 2,707,257 respectively.

9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

2 unchanged sentences

PAYABLES ACCRUALS AND OTHER PAYABLE

February 28, 2026

August 31, 2025

3 unchanged sentences

due to shareholders

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

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

until the successful uplisting or terms mutually between the parties.

The Company reported amounts due to shareholders of

and $ 2,436,407

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

as of May 31, 2026, and August 31, 2025, respectively.

11 STOCKHOLDERS’ EQUITY

6 unchanged sentences

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 s in consideration for their services in relation to the proposed initial

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

public offering.

3 unchanged sentences

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

Therefore, as of May 31, 2026, and August 31, 2025, the Company

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

22 unchanged sentences

BETWEEN THE STATUTORY TAX RATE AND THE ACTUAL PROVISION

February 28, 2026

August 31, 2025

February 28, 2026

August 31, 2025

4 unchanged sentences

SCHEDULE OF COMPONENTS OF NET DEFERRED

February 28, 2026

August 31, 2025

4 unchanged sentences

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

Company had net operating loss carry forwards for tax purposes of approximately $ 57,000,000 as of May 31, 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

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.

13 ROU ASSET AND LEASES

22 unchanged sentences

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.

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 during the year ended August 31, 2025.

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

1 unchanged sentence

AND OPERATING LEASE LIABILITIES

February 28, 2026

August 31, 2025

2 unchanged sentences

Operating lease liabilities

Operating lease liabilities non-current

Operating lease liabilities current

Total lease liabilities

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

of May 31, 2026, the remaining maturities of lease liabilities were as follows:

SCHEDULE OF MATURITIES

9 unchanged sentences

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

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

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

As of May 31, 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 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

in these consolidated financial statements.

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to May 31, 2026, to the date these

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

these consolidated financial statements.

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

What changed 10-Q

Item 1. Financial Statements