What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-04-11 compared with 2025-01-17 · 178 added, 148 removed, 269 unchanged (55% of the section changed)

103 unchanged sentences

share purchase price of $2.50.

The gross proceeds was $185,185.

The gross proceeds were $185,185.

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

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purchase price of $2.50.

The gross proceeds was $12,500.

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

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

The gross proceeds in aggregate was $144,443.

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

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

The gross proceeds in aggregate was approximately

The gross proceeds in aggregate were approximately

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

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The gross proceeds in aggregate was 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 Operation and Funding

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following summary of our operations should be read in conjunction with our unaudited condensed consolidated financial statements for

the three months ended November 30, 2024, as compared to the three months ended November 30, 2023.

Months Ended November 30, 2024, versus Three Months November 30, 2023.

Three Months Ended

Cost of revenue

Operating expenses

Loss from operation

Loss from operation before income taxes

the three and six months ended February 28, 2025, as compared to the three and six months ended February 29, 2024.

Three Months Ended February

28, 2025, versus Three Months February 28, 2024.

profit/(loss)

from operation

from operation before income taxes

$ (1,272,988 )

$ (1,430,758 )

Group generated revenues of $51,929 in the three months ended November 30, 2024, as compared to $91,318 in the three months ended November

30, 2023, a decrease in revenue of $39,389.

This decline was primarily driven by a reduction in sales of our eco-friendly air-conditioning

units, particularly our flagship product, EvoAir™, which is a pioneering hybrid air-conditioner designed with a proprietary HECS

the first mover in the eco-friendly air-conditioning market, the Group encountered both significant opportunities and challenges during

The EvoAir™ air-conditioner, which is either granted a patent or utility model pending, presented unique challenges related

to its certifications and testings.

Specifically, while working with relevant authorities and organizations to apply for the necessary

safety and performance certifications and approvals, the Group encountered difficulties in having our product appropriately categorized

within the existing frameworks for conventional air conditioners.

In certain cases, the authorities lacked the equipment or resources

to conduct the required tests.

these challenges, the Group actively engaged in educating and collaborating with these organizations to resolve compliance and testing

A positive outcome of this effort was the recommendation from one of the authorities to apply under a newly established category:

‘Hybrid Air Conditioners.’ However, this process, due to its novelty, was more time-consuming than the typical certification

processes for traditional air-conditioning systems.

addition to certification challenges, the adoption of EvoAir™ by corporate clients also experienced delays.

While the Group received

significant interest from several corporate clients who were impressed with the product’s potential for energy savings and performance,

many of them undertook additional studies to evaluate the long-term benefits of EvoAir™.

This independent research and assessment

by potential customers resulted in extended decision-making timelines.

these hurdles, the Group remains optimistic about the long-term potential of EvoAir™.

We are steadily building momentum and expanding

the product’s reach across various markets, including residential, commercial, and industrial sectors.

This is being achieved through

the development of strategic distribution channels, project collaborations, and private labelling and licensing models.

The Group remains

committed to strengthening the traction of EvoAir™ and driving its adoption across diverse market segments, positioning ourselves

for future growth in the emerging eco-friendly air-conditioning space.

The Group generated revenues of $71,124 in the three

months ended February 28, 2025, as compared to $41,174 in the three months ended February 29, 2024, an increase in revenue of $29,950.

This increase was primarily driven by the sale of Ionic Nano Copper Zinc solution, an airborne disinfectant product.

We are steadily building momentum

and expanding the product’s reach across various markets, including residential, commercial, and industrial sectors.

being achieved through the development of strategic distribution channels, project collaborations, and private labelling and

licensing models.

The Group remains committed to strengthening the traction of EvoAir™ air-conditioner and driving its

adoption across diverse market segments, positioning ourselves for future growth in the emerging eco-friendly air-conditioning

remain confident in the long-term prospects of EvoAir™ and are focused on continuing to innovate and address challenges, with a

view to establishing the product as a leading solution in the sustainable cooling market.

For the three months ended November 30, 2024, cost

of revenue decreased to $90,110, or 174% of revenue, compared to $100,326 or 110% in the same period in 2023.

This decrease was primarily

attributed to a decline in sales.

The cost of revenue encompasses production costs and

purchase of goods.

While the cost of revenue as a percentage of revenue is higher due to the fixed nature of certain operational costs,

the Company remains focused on further optimizing its cost structure and maintaining efficiencies as it continues to scale its operational

and expand its product offering.

For the three months ended November 30, 2024, the

Company reported a gross loss of $31,181 or a gross loss margin of 74%, compared to a gross loss of $9,008 or 10% in the same period in

This change was driven by the fixed nature of certain operational costs, which did not scale with the decline in revenue.

The Company remains focused on optimizing its cost

structure and enhancing operational efficiencies.

As we continue to scale operations and expand our product offerings, we are positive

that these efforts will improve gross margins and position the Company for profitability in the future.

For the three months ended November 30, 2024, operating

expenses amounted to $4,602,876, compared to $1,516,992 in the same period in 2023, reflecting an increase of $3,085,884.

This increase was primarily driven by a $3,261,676 rise in stock-based compensation, partially offset by a reduction in technology-related

intangible asset amortization following the impairment of intangible assets in the year ended August 31, 2024.

the three months ended February 28, 2025, cost of revenue increased to $70,066, or 99% of revenue, compared to $87,075 or 211% in the

same period in 2024.

The significant decrease in the cost of revenue as a percentage of sales was primarily driven by the lower production

costs of the Ionic Nano Copper Zinc solution.

cost of revenue encompasses production costs and purchase of goods.

The Company remains focused on further optimizing its cost structure and maintaining

efficiencies as it continues to scale its operational and expand its product offering.

profit/(loss)

the three months ended February 28, 2025, the Company reported a gross profit of $1,058 or a gross margin of 1%, compared to a gross

loss of $45,901 or 111% in the same period in 2024.

The significant improvement in gross profit margin was primarily driven by the better

margins achieved from the sale of the Ionic Nano Copper Zinc solution, which has contributed positively to our overall profitability.

Company remains focused on optimizing its cost structure and enhancing operational efficiencies.

As we continue to scale operations and

expand our product offerings, we are positive that these efforts will improve gross margins and position the Company for profitability

in the future.

the three months ended February 28, 2025, operating expenses amounted to $1,276,345, compared to $1,473,759 in the same period in 2024,

reflecting a decrease of $197,414.

This decrease was primarily driven by a reduction in technology-related intangible asset amortization

following the impairment of intangible assets in the year ended August 31, 2024.

components of operating expenses included salaries and related expenses, commissions, rental costs, patent and trademark application/renewal

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and value creation.

income for the three months ended November 30, 2024, and 2023 were not material.

Loss from operations before income taxes

Company reported a loss from operations before income taxes of $4,640,904 for the three months ended November 30, 2024, compared to

income for the three months ended February 28, 2025, and February 29, 2024 were not material.

from operations before income taxes

Company reported a loss from operations before income taxes of $1,273,148 for the three months ended February 28, 2025, compared to $1,430,758

in the corresponding period in 2024.

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moving forward.

Months Ended February 28, 2025, versus Six Months February 28, 2024.

from operation

from operation before income taxes

$ (5,913,892 )

$ (2,955,079 )

The Group generated revenues of $123,053 in the six

months ended February 28, 2025, as compared to $132,492 in the six months ended February 29, 2024, a slight decrease in revenue of $9,439.

The movement of revenue was attributable to the reduction in sale decline in EvoAir™ air-conditioner offset by the performance

of Ionic Nano Copper Zinc solution, an airborne disinfectant product.

While the reduction in EvoAir™ air-conditioner

sales impacted overall revenue, the growth in sales of the Ionic Nano Copper Zinc solution provided a partial cushion, contributing positively

to the Group’s financial performance.

The Group remains focused on driving the adoption of both products, and efforts to enhance the performance

of EvoAir™ are ongoing, alongside continued expansion of the Ionic Nano Copper Zinc solution’s market presence.

We are confident that strategic initiatives in both

product segments will enable the Group to regain momentum and drive growth in the coming quarters.

We are steadily building momentum and

expanding the product’s reach across various markets, including residential, commercial, and industrial sectors.

This is being

achieved through the development of strategic distribution channels, project collaborations, and private labelling and licensing models.

The Group remains committed to strengthening the traction of EvoAir™ and driving its adoption across diverse market segments, positioning

ourselves for future growth in the emerging eco-friendly air-conditioning space.

are confident that strategic initiatives in both product segments will enable the Group to regain momentum and drive growth in the coming

For the six months ended February 28, 2025, cost of

revenue increased to $160,176, or 130% of revenue, compared to $187,401 or 141% in the same period in 2024.

This change in cost of revenue is consistent with the change in sales.

cost of revenue encompasses production costs and purchase of goods.

The Company remains focused on further optimizing its cost structure and maintaining

efficiency as it continues to scale its operational and expand its product offering.

the six months ended February 28, 2025, the Company reported a gross loss of $37,123 or a gross loss margin of 30%, compared to a gross

loss of $54,909 or 41% in the same period in 2024.

The improvement in gross loss margin was primarily driven by the better margins achieved from the sale of the Ionic Nano Copper Zinc solution.

Company remains focused on optimizing its cost structure and enhancing operational efficiencies.

As we continue to scale operations and

expand our product offerings, we are positive that these efforts will improve gross margins and position the Company for profitability

in the future.

the six months ended February 28, 2025, operating expenses amounted to $5,879,221, compared to $2,952,751 in the same period in 2024,

reflecting an increase of $2,888,470.

This increase was primarily driven by a $3,261,676 rise in stock-based compensation, partially

offset by a reduction in technology-related intangible asset amortization following the impairment of intangible assets in the year ended

August 31, 2024.

components of operating expenses included salaries and related expenses, commissions, rental costs, patent and trademark application/renewal

fees, professional and compliance fees.

Company remains focused on prudent cost management to maintain operational efficiency while supporting strategic initiatives for growth

and value creation.

income for the six months ended February 28, 2025, and February 29, 2024 were not material.

from operations before income taxes

Company reported a loss from operations before income taxes of $5,913,892 for the six months ended February 28, 2025, compared to $2,955,079

in the corresponding period in 2024.

continued net loss is primarily attributable to the Company’s strategic investments in building the necessary infrastructure and

resources to support its business expansion objectives.

Additionally, the lack of economies of scale during this growth phase has impacted on

the bottom line.

remains confident that these investments will position the Company for long-term growth and profitability as it scales operations and

capitalizes on emerging opportunities.

Strategies to enhance operational efficiencies and achieve economies of scale are key priorities

moving forward.

and Capital Resources

November 30, 2024

February 28, 2025

August 31, 2024

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Working capital

of November 30, 2024, the decrease in current assets was mainly due to the decrease in cash and cash equivalents and inventories.

of November 30, 2024, the increase in current liabilities was mainly due to the increase in amount due to shareholders of $325,463.

of November 30, 2024, our company had a working capital deficit of $1,305,247, compared with $893,886 as of August 31, 2024.

Management is actively monitoring the Company’s

liquidity position and is evaluating strategic initiatives to enhance working capital, including improving cash flow, optimizing inventory

management, and considering various funding alternatives.

These efforts are aimed at ensuring the Company’s long-term financial stability

and strengthening its ability to support ongoing operations and growth initiatives.

Months Ended November 30, 2024, versus Three Months Ended November 30, 2023

November 30, 2024

November 30, 2023

Cash flows used in operating activities

Cash flows used in investing activity

Cash flows used in financing activity

Net changes in cash

Company’s cash and cash equivalents stood at $149,732 as of November 30, 2024.

Cash used in operating activities for the three

months ended November 30, 2024, was $41,533.

This resulted primarily from a net loss of $4,640,904 which was offset by depreciation

of $29,166, amortization of $902,419, stock-based expense of $3,261,676, decrease in operating lease right-of-use assets of $26,975,

decrease in operating leases liabilities of $28,186, decrease in inventories of $50,862, increase in deferred revenue of $10,631,

decrease in deposit, prepayment and other receivables of $14,174, increase in accounts receivable of $14,671, decrease in accounts

payable and accruals of $41,384, increase in amounts due to shareholders of $325,463, and increase in other payables of

used in financing activity resulted in payments of hire purchase amounting to $2,346 during the three months ended November 30, 2024.

The Company continues to actively manage its cash

flow, with a focus on improving liquidity, optimizing working capital, and exploring strategic financing options to support ongoing operations

and growth initiatives.

These efforts will help ensure the Company’s financial stability and support long-term value creation.

of February 28, 2025, the decrease in current assets was mainly due to the decrease in inventories.

of February 28, 2025, the increase in current liabilities was mainly due to the increase in amount due to shareholders of $749,086.

of February 28, 2025, our company had a working capital deficit of $1,655,381, compared with $893,886 as of August 31, 2024.

Months Ended February 28, 2025, versus Six Months Ended February 29, 2024

flows provided by/(used in) operating activities

flows used in investing activity

flows used in financing activities

changes in cash

Company’s cash and cash equivalents stood at $199,461 as of February 28, 2025.

Cash provided by operating activities for the

six months ended February 28, 2025, was $10,691.

This resulted primarily from a net loss of $5,913,892 which was offset by

depreciation of $50,074, amortization of $1,804,838, stock-based expense of $$3,261,676, decrease in operating lease right-of-use

assets of $51,299, decrease in operating leases liabilities of $51,409, decrease in inventories of $79,394, decrease in deferred

revenue of $1,325, decrease in deposit, prepayment and other receivables of $26,788, decrease in accounts receivable of $4,944,

decrease in accounts payable and accruals of $105,622, increase in amounts due to shareholders of $749,086, and increase in other

payables of $54,840.

used in financing activities resulted in payments of hire purchase amounting to $4,358 during the six months ended February 28, 2025.

Company’s business is not subject to seasonality.

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deferred income tax asset valuation allowances.

Actual results could differ materially from these estimates.

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

The actual results could differ materially from these estimates.

Company’s financial statements as of February 28, 2025, is 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, 2024, and August 31, 2024, the Company had an accumulated deficit of $43,957,258 and $39,401,857 respectively.

incurred net loss of $4,640,904 and $1,524,321 for the three months ended November 30, 2024, and November 30, 2023, respectively.

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.

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

Company had an accumulated deficit of $45,163,080 and $39,401,857 respectively .

incurred net loss of $5,913,892 and $2,955,079 for the six months ended February 28, 2025, and February 29, 2024, respectively.

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.

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

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that might be necessary should the Company be unable to continue as a going concern.

have no material commitments as of November 30, 2024.

have no material commitments as of February 28, 2025.

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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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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 2. Management’s Discussion and Analysis