What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-04-11 compared with 2025-01-17 · 261 added, 236 removed, 562 unchanged (47% of the section changed)

3 unchanged sentences

Dollars, except share data or otherwise stated)

OF NOVEMBER 30, 2024 AND AUGUST 31, 2024

and cash equivalents

prepayments and other receivables

OF FEBRUARY 28, 2025 AND AUGUST 31, 2024

February 28, 2025

August 31, 2024

Current assets

plant and equipment, net

lease right-of-use assets

offering cost

Technology-related

intangible assets, net

Cash and cash equivalents

Accounts receivable

Deposit, prepayments and other receivables

Total current assets

Non-current assets

AND SHAREHOLDERS’ EQUITY

payable and accruals

purchase creditor

due to shareholders

lease liability - current

Property, plant and equipment, net

Operating lease right-of-use assets

Deferred offering cost

Technology-related intangible assets, net

Total non-current assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Accounts payable and accruals

Other payables

Deferred revenue

Hire purchase creditor

Operating lease liabilities

Amounts due to shareholders

Operating lease liability - current

Total current liabilities

Non-current liabilities

and contingencies (Note 14)

Shareholders’

stock, 250,000,000 authorized;

value, 27,180,631 and

25,685,591 shares

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

paid in capital

other comprehensive loss

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, 27,180,631

and 25,685,591 shares issued and outstanding

as at February 28, 2025 and August 31, 2024 *

Additional paid in capital

Accumulated other comprehensive loss

Accumulated deficit

( 45,163,080 )

( 39,401,857 )

Non-controlling

shareholders’ equity

LIABILITIES AND SHAREHOLDERS’ EQUITY

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

Non-controlling interest

Total shareholders’ equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

Retroactively

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

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

2 unchanged sentences

Dollars, except share data or otherwise stated)

THE THREE MONTH ENDED NOVEMBER 30, 2024 AND 2023

and marketing expenses

and administrative expenses

THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024

Three months ended

Six months ended

February 28, 2025

February 29, 2024

February 28, 2025

February 29, 2024

Cost of revenue

Gross profit/(loss)

Operating expenses:

from operation

Selling and marketing expenses

General and administrative expenses

Total operating expenses

Loss from operation

( 1,275,287 )

( 1,519,660 )

from operation before income taxes

( 5,916,344 )

( 3,045,660 )

Interest income

Total other income

Loss from operation before income taxes

( 1,272,988 )

( 1,430,758 )

( 5,913,892 )

( 2,955,079 )

Income tax expenses

$ ( 1,272,988 )

$ ( 1,430,758 )

$ ( 5,913,892 )

$ ( 2,955,079 )

Net loss attributable to non-controlling interests

loss attributable to equity holders of the Company

Net loss attributable to equity holders of the Company

( 1,205,822 )

( 1,366,904 )

comprehensive income/(loss):

currency translation adjustment

comprehensive loss

( 5,761,223 )

( 2,811,227 )

Other comprehensive (loss)/income:

Foreign currency translation adjustment

Total comprehensive loss

( 1,210,354 )

( 1,362,984 )

( 5,746,985 )

( 2,895,308 )

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

comprehensive loss attributable to equity holders of the Company

Net comprehensive loss attributable to equity holders of the Company

( 1,211,656 )

( 1,360,611 )

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

average number of common stock outstanding:

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

( 5,759,220 )

( 2,890,142 )

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*

Retroactively

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

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

2 unchanged sentences

Dollars, except share data or otherwise stated)

THE THREE MONTHS ENDED NOVEMBER 30, 2024 AND 2023

Additional paid in

Accumulated other comprehensive

Non-controlling

THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024

Accumulated other

comprehensive

Balance as of August 31, 2023

8 unchanged sentences

( 14,967,589 )

Foreign currency translation adjustment

( 1,366,904 )

( 1,430,758 )

* Retroactively

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

Additional paid in

Accumulated other

comprehensive

Non-controlling

Balance as of August 31, 2024

Balance as of February 29, 2024

$ ( 16,334,493 )

$ ( 297,198 )

paid in capital

Accumulated deficit

comprehensive income

Shares to be issued

Balance as of August 31, 2024

$ ( 39,401,857 )

$ ( 607,558 )

Issuance of common stock for service

Issuance of common stock for consulting service

Fraction shares issued due to reverse stock split

5 unchanged sentences

( 43,957,258 )

Foreign currency translation adjustment

( 1,205,822 )

( 1,272,988 )

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

Balance as of February 28, 2025

$ ( 45,163,080 )

$ ( 747,992 )

$ ( 45,163,080 )

$ ( 747,992 )

Retroactively

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

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

2 unchanged sentences

Dollars, except share data or otherwise stated)

THE THREE MONTHS ENDED NOVEMBER 30, 2024 AND 2023

from operating activities

THE SIX MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024

February 28, 2025

February 29, 2024

Cash flows from operating activities

$ ( 5,913,892 )

( 2,955,079 )

for non-cash income and expenses:

Adjustments for non-cash income and expenses:

Stock based expense

in operating assets and liabilities:

in accounts receivables

Decrease/(increase)

in inventories

in deposits, prepayments, and advances to suppliers

in operating lease right-of-use assets

/increase in accounts payable and accruals

Increase/(decrease)

in deferred revenue

in operating lease liabilities

Increase/(decrease)

in other payables

in amounts due to shareholders

cash used in operations

Changes 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

Amounts due to shareholders

Net cash generated from/(used in) operations

$ ( 457,609 )

from investing activity

Purchase of property, plant

and equipment

Cash flows from investing activity

Purchase of property, plant and equipment

Cash used in investing activity

$ ( 107,725 )

from financing activity

Cash flows from financing activities

Payments of hire purchase

cash used in financing activity

Net decrease in cash and cash

Net cash used in financing activities

Net increase/(decrease) in cash and cash equivalents

Effect of exchange rate changes

Cash and cash equivalents

at start of period

Cash and cash equivalents

at end of period

disclosure of non-cash investing and financing information :

Common stock issued for

service in relation to Initial public offering

Cash and cash equivalents at start of period

Cash and cash equivalents at end of period

Supplemental disclosure of non-cash investing and financing information :

Common stock issued for consulting service in relation to initial public offering

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

1 unchanged sentence

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE THREE MONTHS ENDED NOVEMBER 30, 2024, AND 2023

THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2025, AND FEBRUARY 29, 2024

1 – ORGANIZATION AND BUSINESS OPERATIONS

13 unchanged sentences

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

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

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

67 unchanged sentences

Persons” as defined in Regulation S.

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

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

a marketing entity based in Malaysia.

On November 21, 2023, the Company issued,

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

Creative Studio, a marketing entity based in Malaysia.

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

Persons” as defined in Regulation S.

Persons” as defined in Regulation

2 Stockholders

56 unchanged sentences

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

Reverse Stock Split

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

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

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

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

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

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

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

Split Adjustment;

Treatment of Fractional Shares

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

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

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

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

No fractional shares were issued in connection with

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

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 % of the issued and outstanding shares of Common Stock to certain project management consultant

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

On November 25, 2024, the Company issued, in aggregate,

815,419 shares of Common Stock, representing 3.0 % of the issued and outstanding shares of Common Stock to certain corporate and business

consultant in consideration for their consulting services.

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

62.5 % on August 14, 2024.

* Shareholding of WKL

Guanzhe Green Technology Guangzhou Co Ltd (China) has increased from 55 % to 62.5 % on August 14, 2024.

2 – CHANGE OF CONTROL

6 unchanged sentences

3 – GOING CONCERN

Company’s financial statements as of November 30, 2024, is prepared using generally accepted accounting principles in the United

Company’s financial statements as of February 28, 2025, is prepared using generally accepted accounting principles in the United

States of America (“U.S.

3 unchanged sentences

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

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

had an accumulated deficit of $ 43,957,258

of February 28, 2025, and August 31, 2024, the

Company had an accumulated deficit of $ 45,163,080

and $ 39,401,857

1 unchanged sentence

The Company incurred net loss of $ 5,913,892

and $ 1,524,321

for the three months

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

The cash used in operating activities was $ 41,533

for the three months

ended November 30, 2024, and $ 103,466

for the three months

ended November 30, 2023, respectively.

It was brought to the attention of the Management to assess going concern considering all facts

and circumstances about the foreseeable future of the Company as well as its assets and liabilities on the basis that it will be able

to realize and discharge them in the normal course of business.

and $ 2,955,079 for the six months ended

February 28, 2025, and February 29, 2024, respectively.

The cash generated from operating activities was $ 10,691

for the six months ended February 28, 2025, and the cash used in operating activities was $ 457,609

for the six months ended February 29, 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

37 unchanged sentences

Key estimates in the accompanying consolidated financial

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

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

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

1 unchanged sentence

Actual results could differ materially from these estimates.

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

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

and Cash Equivalents

1 unchanged sentence

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 November 30, 2024 , and August 31, 2024 , the Company established that there are items that represented

As of February 28, 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.

28 unchanged sentences

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.

The Company adopted ASU 2016-13 on September 1, 2023, using

the modified retrospective method.

See below allowance for credit losses for more information.

6 unchanged sentences

historical experience, accounts aging and other factors.

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

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

and all past due balances are reviewed individually for collectability.

2 unchanged sentences

Interest is not charged on past due accounts.

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

expected credit loss.

of February 28, 2025 and August 31, 2024, our accounts receivable amounted to $ 57,970 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,

11 unchanged sentences

the related capitalized assets.

Property and equipment are depreciated over 5

Property and equipment are depreciated over 5 to 10 years.

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.

34 unchanged sentences

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 $ 10,012

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

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

The Company recorded $ 20,643

deferred revenue as of November 30, 2024 .

The customer payments received in advance are recorded

as deferred revenue on the balance sheet.

The deferred revenue of $ 10,012 was recorded as of August 31, 2024, with $ 9,445 recognized as revenue

for six months ended February 28, 2025.

The Company recorded $ 8,687 deferred revenue as of February 28, 2025 .

Offering Costs

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

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

Deferred offering costs consist

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

offering (“IPO”).

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

completion of the IPO.

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

be charged to operations.

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

respectively.

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

Company follows the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A —

“Expenses of Offering”.

Deferred offering costs consist of underwriting, legal and other expenses incurred through the balance

sheet date that are directly related to the intended initial public offering (“IPO”).

Deferred offering costs will be charged

to shareholders’ equity netted against the proceeds upon the completion of the IPO.

Should the IPO prove to be unsuccessful, these

deferred costs, as well as additional expenses to be incurred, will be charged to operations.

As of February 28, 2025, and August 31,

2024, the Company deferred $ 3,167,640 and $ 449,576 of offering costs, respectively.

Such costs will be deferred and will be offset against

the offering proceeds upon the completion of the IPO.

have entered into operating agreements primarily for office and factory.

2 unchanged sentences

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

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

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 the future lease payments at the lease commencement date.

43 unchanged sentences

stock that could share in the earnings of the Company.

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

as options or warrants, currently issued and outstanding.

As of February 28,

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

issued and outstanding.

Issued Accounting Pronouncements

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

1 unchanged sentence

OF INVENTORIES

November 30, 2024

February 28, 2025

August 31, 2024

4 unchanged sentences

OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

November 30, 2024

February 28, 2025

August 31, 2024

4 unchanged sentences

OF PROPERTY, PLANT AND EQUIPMENT

November 30, 2024

August 31, 2024

Plant and machineries

3 unchanged sentences

Accumulated depreciation

Property, plant and equipment, net

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

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

plant and equipment, net

expense for the six months ended February 28, 2025 ,

was $ 50,074 .

Depreciation expense for the period ended February 29, 2024 , was $ 137,106 .

8 – INTANGIBLE ASSETS

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

below table summarizes the identifiable intangible assets as of February

28, 2025 , and August 31, 2023:

SUMMARY OF INTANGIBLE ASSETS

November 30, 2024

August 31, 2024

Technology 1-Portable Air Cooler

9 unchanged sentences

Intangible assets, net

Amortization expenses for intangible

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

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

expenses for intangible assets for the three months ended February

28, 2025 , and February 29, 2024 were $ 1,804,838 and

$ 2,078,694 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

November 30, 2024

August 31, 2024

Accounts payable

Other payables

As of November 30, 2024, accruals and other payables

primarily consist of professional fees and staff claims.

10 AMOUNTS DUE TO SHAREHOLDERS

10 RELATED PARTY TRANSACTIONS

due to shareholders

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

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

reported amount due to shareholders of $ 1,951,778 and $ 1,202,692 as of February

28, 2025 , and August 31, 2024, respectively.

11 STOCKHOLDERS’ EQUITY

1 unchanged sentence

shares with a par value of $ 0.001 per share.

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

the six months period ended February 29, 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 period ended November 30, 2023, the Company issued in aggregate, 52,107 shares of Common Stock to 15 referral agents

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

the six months period ended February 29, 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

4 unchanged sentences

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

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 November 30, 2024, and August 31, 2024, the Company

Therefore, as of February 28, 2025, and August 31, 2024, the Company

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

21 unchanged sentences

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

Three Months Ended November 30,

US Statutory rate

3 unchanged sentences

SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS

November 30, 2024

August 31, 2024

Net operating loss carry-forward

3 unchanged sentences

Net deferred tax asset

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

on November 30, 2024,

and approximately $ 39,400,000 on

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

Utilization of the net operating loss carry forwards may be

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

of 1986, as amended.

Company had net operating loss carry forwards for tax purposes of approximately $ 45,200,000 at February 28, 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.

24 unchanged sentences

SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES

November 30, 2024

August 31, 2024

Operating lease liabilities current

Operating lease liabilities non

Total lease liabilities

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

Operating lease liabilities

lease liabilities

of February 28, 2025, the remaining maturities of lease liabilities were as

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Operating lease

2029 and thereafter

14 COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

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

For the period ended November 30, 2024,

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

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

For the period ended February 28, 2025, no material

changes have occurred in our estimated liabilities from those disclosed in the Commitments and Contingencies of the Notes to condensed

consolidated financial statements in our Form 10-Q.

15 SUBSEQUENT EVENTS

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

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

events to disclose in these condensed consolidated financial statements.

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to February 28, 2025, 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