What changed in this filing

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Item 1. Financial Statements

2025-07-11 compared with 2025-04-11 · 155 added, 154 removed, 669 unchanged (32% of the section changed)

3 unchanged sentences

Dollars, except share data or otherwise stated)

OF FEBRUARY 28, 2025 AND AUGUST 31, 2024

February 28, 2025

OF MAY 31, 2025 AND AUGUST 31, 2024

August 31, 2024

29 unchanged sentences

and 25,685,591 shares issued and outstanding

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

as at May 31, 2025 and August 31, 2024 *

Additional paid in capital

6 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

Retroactively

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

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

THE THREE AND NINE MONTHS ENDED MAY 31, 2025 AND 2024

Three months ended

Six months ended

February 28, 2025

February 29, 2024

February 28, 2025

February 29, 2024

Nine months ended

‎May 31, 2025

‎May 31, 2024

‎May 31, 2025

‎May 31, 2024

Cost of revenue

8 unchanged sentences

( 4,020,479 )

( 3,045,660 )

Interest income

Interest (expense)/income

Total other income

3 unchanged sentences

( 3,929,520 )

( 2,955,079 )

Income tax expenses

8 unchanged sentences

( 3,703,921 )

( 2,811,227 )

Other comprehensive (loss)/income:

Other comprehensive loss:

Foreign currency translation adjustment

3 unchanged sentences

( 3,874,719 )

( 2,895,308 )

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

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

Net comprehensive loss attributable to equity holders of the Company

2 unchanged sentences

( 3,876,921 )

( 2,890,142 )

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

8 unchanged sentences

Dollars, except share data or otherwise stated)

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

THE THREE AND NINE MONTHS ENDED MAY 31, 2025 AND 2024

Accumulated other

comprehensive

Paid in capital

Accumulated deficit

comprehensive loss

Shares to be issued

Non-controlling

Balance as of August 31, 2023

8 unchanged sentences

$ ( 14,967,589 )

$ ( 102,244 )

$ ( 230,971 )

Foreign currency translation adjustment

4 unchanged sentences

$ ( 297,198 )

Capital contribution

Foreign currency translation adjustment

Balance as of May 31, 2024

$ ( 17,227,187 )

$ ( 190,036 )

$ ( 371,577 )

Accumulated other

Paid in capital

Accumulated deficit

comprehensive income

Shares to be issued

comprehensive loss

Non-controlling

Balance as of August 31, 2024

17 unchanged sentences

$ ( 747,992 )

Foreign currency translation adjustment

( 1,117,824 )

( 1,186,838 )

Balance as of May 31, 2025

$ ( 46,280,904 )

$ ( 129,114 )

$ ( 838,514 )

$ ( 46,280,904 )

$ ( 129,114 )

$ ( 838,514 )

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.

The accompanying footnotes are an integral

part of these condensed consolidated financial statements.

HOLDINGS INC.

1 unchanged sentence

Dollars, except share data or otherwise stated)

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

February 28, 2025

February 29, 2024

THE NINE MONTHS ENDED MAY 31, 2025 AND 2024

Cash flows from operating activities

11 unchanged sentences

Other payables

Amounts due to shareholders

Net cash generated from/(used in) operations

Net cash used in operations

$ ( 900,095 )

$ ( 595,059 )

Cash flows from investing activity

1 unchanged sentence

Cash used in investing activity

$ ( 102,414 )

Cash flows from financing activities

Loan from shareholders

Payments of hire purchase

Net cash used in financing activities

Payment of deferred offering costs

Proceeds from capital contribution

Net cash generated from financing activities

Net increase/(decrease) in cash and cash equivalents

2 unchanged sentences

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

Supplemental disclosure of non-cash investing and financing

information :

Common stock issued for consulting service in related 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 AND SIX MONTHS ENDED FEBRUARY 28, 2025, AND FEBRUARY 29, 2024

THE THREE AND NINE MONTHS ENDED MAY 31, 2025, AND 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 value of $ 0.001 per share (“Common Stock”) of the Company

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

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

Control Transaction”).

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

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

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

of Control Transaction”).

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

59 unchanged sentences

under the new ticker symbol “EVOH”.

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

52,107 shares of Common Stock to 15 referral agents (“Referral Agents”) in consideration for their referral to the Company

of certain investors.

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

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

Each Referral Agent is a “non-U.S.

Persons” as defined in Regulation S.

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.

Persons” as defined

in Regulation S.

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

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

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

Persons” as defined in Regulation

Persons” as defined in Regulation S.

2 Stockholders

75 unchanged sentences

OF CONSOLIDATED SUBSIDIARIES

Subsidiaries of EVOH

Attributable interest

EvoAir International Limited (British Virgin Islands)

Subsidiary of EvoAir International Limited

WKL Eco Earth Holdings Pte Ltd (Singapore)

Subsidiaries of WKL Eco Earth Holdings Pte Ltd

WKL Eco Earth Sdn Bhd (Malaysia)

WKL Green Energy Sdn Bhd (Malaysia)

EvoAir Manufacturing (M) Sdn Bhd (Malaysia)

WKL EcoEarth Indochina Co Ltd (Cambodia)

WKL Guanzhe Green Technology Guangzhou Co Ltd (China)*

Subsidiary of EvoAir Manufacturing (M) Sdn Bhd

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.

International Limited (British Virgin Islands)

of EvoAir International Limited

Eco Earth Holdings Pte Ltd (Singapore)

of WKL Eco Earth Holdings Pte Ltd

Eco Earth Sdn Bhd (Malaysia)

Green Energy Sdn Bhd (Malaysia)

Manufacturing (M) Sdn Bhd (Malaysia)

EcoEarth Indochina Co Ltd (Cambodia)

Guanzhe Green Technology Guangzhou Co Ltd (China)*

of EvoAir Manufacturing (M) Sdn Bhd

Air Marketing (M) Sdn Bhd (Malaysia)

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

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

and $ 39,401,857

respectively .

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

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.

Company’s financial statements as of May 31, 2025, is 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, 2025, the Company had an accumulated

deficit of $ 46,280,904 and

a working capital deficiency of $ 2,084,204 .

31, 2024, the accumulated deficit was $ 39,401,857 and the working capital deficiency was $ 893,886 .

The Company incurred net loss of $ 7,100,730 and

$ 3,929,520 for

the nine months ended May 31, 2025, and 2024, respectively.

The cash used in operating activities was $ 900,095 for

the nine months ended May 31, 2025, and the cash used in operating activities was $ 595,059 for

the nine months ended May 31, 2024, respectively.

It was brought to the attention of the Management to assess going concern

40 unchanged sentences

Key estimates in the accompanying consolidated financial

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

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

tax asset valuation allowances.

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

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

valuation allowances.

Actual results could differ materially from these estimates.

11 unchanged sentences

in the financial statements.

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.

As of May 31, 2025, and August 31, 2024, the Company established that there are items that represented components

of comprehensive income and, therefore, has included a statement of comprehensive income in the financial statements.

Currency Translation

37 unchanged sentences

historical experience, accounts aging and other factors.

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

and all past due balances are reviewed individually for collectability.

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

all past due balances are reviewed individually for collectability.

An account receivable is written off after all collection effort

1 unchanged sentence

Interest is not charged on past due accounts.

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

of May 31, 2025 and August 31, 2024, our accounts receivable amounted to $ 59,495 and $ 62,914 ,

respectively, with no allowance for credit losses.

14 unchanged sentences

OF ESTIMATED USEFUL LIVES OF ASSETS

Plant and machineries

Office equipment

Furniture and equipment

and machineries

and equipment

and maintenance costs are charged to expense as incurred.

33 unchanged sentences

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

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

The customer payments received in advance are recorded

as deferred revenue on the balance sheet.

The deferred revenue of $ 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 .

Company collects customer deposits in advance for certain business contracts.

These advance payments are initially recorded as deferred

revenue on the balance sheet.

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

the nine months ended May 31, 2025.

As of May 31, 2025, the Company recorded a deferred revenue balance of $ 16,014 .

Offering Costs

7 unchanged sentences

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

As of February 28, 2025, and August 31,

As of May 31, 2025, and August 31, 2024,

the Company deferred $ 3,210,094 and $ 449,576 of offering costs, respectively.

5 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 February

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 the future lease payments at the lease commencement date.

43 unchanged sentences

stock that could share in the earnings of the Company.

As of February 28,

As of May 31,

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

issued and outstanding.

Reclassification

Certain prior year amounts have been

reclassified for consistency with the current year presentation.

These reclassifications had no effect on the reported results of operations.

Issued Accounting Pronouncements

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):

22 unchanged sentences

OF INVENTORIES

February 28, 2025

August 31, 2024

Finished goods

Raw materials and supplies

materials and supplies

6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES

1 unchanged sentence

OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

February 28, 2025

August 31, 2024

Deposits and Prepayments

Other receivables (Advances to suppliers)

and Prepayments

receivables (Advances to suppliers)

7 PROPERTY, PLANT AND EQUIPMENT, NET

1 unchanged sentence

OF PROPERTY, PLANT AND EQUIPMENT

Plant and machineries

Office equipment

Furniture and equipment

and machineries

and equipment

Property, plant and equipment gross

1 unchanged sentence

plant and equipment, net

expense for the six months ended February 28, 2025 ,

expense for the nine months ended May 31, 2025 ,

was $ 84,729 .

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

Depreciation expense for the period ended May 31, 2024 , was $ 187,729 .

8 – INTANGIBLE ASSETS

below table summarizes the identifiable intangible assets as of February

below table summarizes the identifiable intangible assets as of May

31, 2025 , and August 31, 2024:

SUMMARY OF INTANGIBLE ASSETS

Technology 1-Portable Air Cooler

Technology 2-Condensing Unit

1-Portable Air Cooler

2-Condensing Unit

Finite- lived intangible assets, gross

2 unchanged sentences

( 20,580,040 )

Adjusted carrying amount

carrying amount

Accumulated amortization

1 unchanged sentence

( 11,086,369 )

Intangible assets, net

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.

expenses for intangible assets for the nine months ended May

31, 2025 , and 2024 were $ 2,707,257 and $ 3,118,041 respectively.

9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

1 unchanged sentence

SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE

Accounts payable

Other payables

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 $ 1,951,778 and $ 1,202,692 as of February

due to shareholders are unsecured loans bearing 3% annual interest, with a six-month term or as mutually agreed by the parties.

The Company reported amount due to

shareholders of $ 2,174,737 and

$ 1,202,692 as

of May 31, 2025 ,

and August 31, 2024, respectively.

2 unchanged sentences

shares with a par value of $ 0.001 per share.

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 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.

the nine months period ended May 31, 2024, the Company issued 373,822 shares of Common Stock at a per share purchase price of $ 2.50 as

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

the nine months period ended May 31, 2024, the Company issued in aggregate 52,107 shares of Common Stock to 15 referral agents in consideration

for their referral to the Company of certain investors.

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

11 unchanged sentences

share of Common Stock without any action on the part of the holders.

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

Therefore, as of May 31, 2025, and August 31, 2024, the Company

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

21 unchanged sentences

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

US Statutory rate

Effect of reconciling items for tax purposes

Effective income tax rate

Statutory rate

of reconciling items for tax purposes

income tax rate

components of net deferred tax assets are as follows:

SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS

Net operating loss carry-forward

operating loss carry-forward

valuation allowance

1 unchanged sentence

( 39,400,000 )

Net deferred tax asset

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.

deferred tax asset

Company had net operating loss carry forwards for tax purposes of approximately $ 46,300,000 as of May 31, 2025, and approximately $ 39,400,000

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

Utilization of the net operating loss carry forwards may

27 unchanged sentences

SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES

lease liabilities

Operating lease liabilities current

Operating lease liabilities

lease liabilities

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

lease liabilities non current

lease liabilities

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

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Operating lease

14 COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

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

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

For the period ended May 31, 2025,

there were no significant changes to our estimated liabilities from those reported in the Commitments and Contingencies note of the 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 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.

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