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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Mark One

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~May~~November 3130, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

COMMISSION FILE NO. 333-228161

EvoAir Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada	98-1353613	8713
(State or Other Jurisdiction of	IRS Employer	Primary Standard Industrial
Incorporation or Organization)	Identification Number	Classification Code Number

EvoAir Holdings Inc.

31-A2, Jalan 5/32A

6 ½ Miles, Off Jalan Kepong

52000 Kuala Lumpur, Malaysia

Tel. +603 6243 3379

(Address and telephone number of registrant’s executive office)

Copies to:

Lawrence Venick, Esq.
Loeb & Loeb LLP
2206-19 Jardine House
1 Connaught Place, Central
Hong Kong SAR
Tel: +852.3923.1111
Fax: +852.3923.1100

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years:

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

Applicable Only to Corporate ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class		Outstanding as of ~~July~~January 913, ~~2024~~2025
Common Stock, $0.001		~~102~~27,~~742~~180,~~362~~631

EvoAir Holdings Inc.

Part I	FINANCIAL INFORMATION
Item 1	FINANCIAL STATEMENTS	3
Item 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
Item 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2628
Item 4	CONTROLS AND PROCEDURES	2628
PART II	OTHER INFORMATION
Item 1	LEGAL PROCEEDINGS	2729
Item 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2729
Item 3	DEFAULTS UPON SENIOR SECURITIES	2729
Item 4	MINE SAFETY DISCLOSURES	2729
Item 5	OTHER INFORMATION	2729
Item 6	EXHIBITS	2830
	SIGNATURES	2931

2 | Page

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EVOAIR HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In U.S. Dollars, except share data or otherwise stated)

AS OF ~~MAY~~NOVEMBER 3130, 2024 AND AUGUST 31, ~~2023~~ 2024

	May 31, 2024			August 31, 2023
	November 30, 2024			August 31, 2024
	~~(Unaudited)~~	(Unaudited)		~~(Audited)~~	(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	45149,~~502~~732		$	~~779~~152,~~049~~985
Accounts receivable		5677,~~777~~585			4462,~~130~~914
Inventories		~~735~~409,~~470~~185			~~630~~460,~~478~~047
Deposit, prepayments and other receivables		~~469~~100,~~853~~632			~~617~~114,~~507~~806
Total current assets		1737,~~307,602~~134			2790,~~071,164~~752
Non-current assets
Property, plant and equipment, net		~~378~~306,~~072~~756			~~463~~357,~~387~~778
Operating lease right-of-use assets		~~209~~172,~~670~~672			~~271~~199,~~021~~647
Deferred offering cost		~~449~~3,~~576~~167,640			-449,576
Technology-related intangible assets, net		7350,~~100~~578,~~745~~939			7651,~~218~~481,~~786~~358
Total non-current assets		7454,~~138~~226,~~063~~007			7652,~~953~~488,~~194~~359
TOTAL ASSETS	$	7554,~~445~~963,~~665~~141		$	7953,~~024~~279,~~358~~111
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accruals	$	~~227~~226,~~472~~516		$	~~170~~267,~~888~~900
Other payables		21158,~~229~~077			2795,~~487~~831
Deferred revenue		~~391~~20,~~437~~643			~~440~~10,~~069~~012
Hire purchase creditor		78,~~472~~512			98,~~224~~758
Amounts due to shareholders		~~756~~1,~~682~~528,155			~~232~~1,~~095~~202,692
Operating lease liability - current		91100,~~658~~478			8499,~~879~~445
Total current liabilities		12,~~495~~042,~~950~~381			~~964~~1,~~642~~684,638
Non-current liabilities
Non-current hire purchase creditor		6,398			10,531
Hire purchase creditor		2,220			4,320
Non-current operating lease liabilities		127,015			198,163
Operating lease liabilities		79,672			108,891
Total non-current liabilities		~~133~~81,~~413~~892			~~208~~113,~~694~~211
TOTAL LIABILITIES		12,~~629~~124,~~363~~273			1,~~173~~797,~~336~~849
Commitments and contingencies (Note 14)		-			-
Shareholders’ equity
Common stock, 1,000,000,000 authorized; $0.001 par value, 102,742,362 and 102,310,933 shares issued and outstanding as at May 31, 2024 and August 31, 2023		102,742			102,311
Common stock, 250,000,000 authorized; $0.001 par value, 27,180,631 and 25,685,591 shares issued and outstanding as at November 30, 2024 and August 31, 2024*		27,181			25,686
Additional paid in capital		9197,~~502~~492,~~360~~063			9091,~~371~~513,~~141~~818
Shares to be issued		-			1,066,052
Accumulated other comprehensive loss		(40,990	)		(48,827	)
Accumulated other comprehensive loss		(190,036	)		(17,036	)
Accumulated deficit		(43,957,258	)		(39,401,857	)
Accumulated deficit		(17,227,187	)		(13,523,266	)
Non-controlling interest		(682,128	)		(607,558	)
Non-controlling interest		(371,577	)		(148,180	)
Total shareholders’ equity		52,838,868			51,481,262
Total shareholders’ equity		73,816,302			77,851,022
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	54,963,141		$	53,279,111
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	75,445,665		$	79,024,358

~~The accompanying~~* ~~footnotes~~Retroactively ~~are~~restated anto ~~integral~~reflect ~~part~~1-for-4 ofshare ~~these~~consolidation ~~unaudited~~effective ~~condensed~~on ~~consolidated~~September ~~financial~~11, ~~statements~~2024.

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

3 | Page

EVOAIR HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In U.S. Dollars, except share data or otherwise stated)

FOR THE THREE ~~AND~~MONTH ~~NINE MONTHS~~ ENDED ~~MAY~~NOVEMBER 3130, 2024 AND 2023

	‎May 31, 2024			‎May 31, 2023			‎May 31, 2024			‎May 31, 2023
	November 30, 2024			November 30, 2023
	Three months ended						Nine months ended
Revenue	$	51,929			91,318
	‎May 31, 2024			‎May 31, 2023			‎May 31, 2024			‎May 31, 2023
Cost of revenue		90,110			100,326
Revenue	$	89,616			165,726		$	222,108		$	379,323
Gross loss		(38,181	)		(9,008	)
Cost of revenue		56,741			124,647			244,142			376,445
Operating expenses:
Gross profit/(loss)		32,875			41,079			(22,034	)		2,878
Selling and marketing expenses		9,743			33,003
Operating expenses:
General and administrative expenses		4,593,133			1,483,989
Selling and marketing expenses		23,646			8,744			61,849			21,079
Total operating expenses		4,602,876			1,516,992
General and administrative expenses		984,048			1,459,409			3,936,596			4,300,802
Loss from operation		(4,641,057	)		(1,526,000	)
Total operating expenses		1,007,694			1,468,153			3,998,445			4,321,881
Other income
Loss from operation		(974,819	)		(1,427,074	)		(4,020,479	)		(4,319,003	)
Interest income		88			40
Other income/(expense)
Other income		65			1,639
Interest income(expense)		(32	)		5			44			11
Total other income		153			1,679
Other income		410			(86,354	)		90,915			(71,871	)
Loss from operation before income taxes		(4,640,904	)		(1,524,321	)
Total other income/(expense)		378			(86,349	)		90,959			(71,860	)
Income tax expenses		-			-
Loss from operation before income taxes		(974,441	)		(1,513,423	)		(3,929,520	)		(4,390,863	)
Net loss	$	(4,640,904	)	$	(1,524,321	)
Income tax expenses		-			-			-			-
Less: Net loss attributable to non-controlling interests		(85,503	)		(79,998	)
Net loss	$	(974,441	)	$	(1,513,423	)	$	(3,929,520	)	$	(4,390,863	)
Net loss attributable to equity holders of the Company		(4,555,401	)		(1,444,323	)
Less: Net loss attributable to non-controlling interests		(81,747	)		(61,768	)		(225,599	)		(189,719	)
Other comprehensive income/(loss):
Net loss attributable to equity holders of the Company		(892,694	)		(1,451,655	)		(3,703,921	)		(4,201,144	)
Foreign currency translation adjustment		18,770			(88,001	)
Other comprehensive income/(loss):
Total comprehensive loss		(4,536,631	)		(1,532,324	)
Foreign currency translation adjustment		(86,717	)		(50,873	)		(170,798	)		(61,568	)
Less: net comprehensive income/(loss) attributable to non-controlling interests		10,933			(2,793	)
Total comprehensive loss		(979,411	)		(1,502,528	)		(3,874,719	)		(4,262,712	)
Net comprehensive loss attributable to equity holders of the Company		(4,547,564	)		(1,529,531	)
Less: net comprehensive income attributable to non-controlling interests		7,368			(396	)		2,202			293
Net loss attributable to equity holders of the Company per common share:
Net comprehensive loss attributable to equity holders of the Company		(986,779	)		(1,502,132	)		(3,876,921	)		(4,263,005	)
Basic and diluted		(0.18	)		(0.06	)
Net loss attributable to equity holders of the Company per common share:
Weighted average number of common stock outstanding:
Basic and diluted		(0.01	)		(0.01	)		(0.04	)		(0.04	)
Basic and diluted*		25,766,929			25,654,769
Weighted average number of common shares outstanding:
Basic and diluted		102,742,362			102,006,158			102,704,115			101,973,933

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

4 | Page

EVOAIR HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

(In U.S. Dollars, except share data or otherwise stated)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~MAY~~NOVEMBER 3130, 2024 AND 2023

	Common Stock				Additional paid in			Accumulated			Accumulated Other Comprehensive			Shares to be			Non- controlling
	shares		amount		capital			deficit			income			be issued			interests			Total
	shares		amount		capital			deficit			income			issued			interests			Total
	Common Stock				Additional paid in			Accumulated			Accumulated other comprehensive			Shares to			Non-controlling
Balance as of August 31, 2022		101,853,397	$	101,854	$	89,125,872		$	(7,465,373	)	$	65,880		$	75,000		$	(58,754	)	$	81,844,479
	Shares*		Amount		capital			deficit			loss			be issued			interests			Total
Capital contribution		-		-		100			-			-			-			-			100
Balance as of August 31, 2023		25,577,734	$	25,578	$	90,447,874		$	(13,523,266	)	$	(17,036	)	$	1,066,052		$	(148,180	)	$	77,851,022
Issuance of common stock for Cash		149,621		150		373,905			-			-			(75,000	)		-			299,055
Issuance of common stock for cash		93,455		94		934,504			-			-			(934,598	)		-			-
Foreign currency translation adjustment		-		-		-			-			(13,723	)		-			(4,184	)		(17,907	)
Issuance of common stock for service		14,402		14		131,440			-			-			(131,454	)		-			-
Net loss		-		-		-			(1,373,327	)		-			-			(67,035	)		(1,440,362	)
Foreign currency translation adjustment		-		-		-			-			(85,208	)		-			(2,793	)		(88,001	)
Balance as of November 30, 2022		102,003,018	$	102,004	$	89,499,877		$	(8,838,700	)	$	52,157		$	-		$	(129,973	)	$	80,685,365
Net loss		-		-		-			(1,444,323	)		-			-			(79,998	)		(1,524,321	)
Issuance of common stock pursuant to share subscription agreement		-		-		-			-			-			144,443			-			144,443
Balance as of November 30, 2023		25,685,591	$	25,686	$	91,513,818		$	(14,967,589	)	$	(102,244	)	$	-		$	(230,971	)	$	76,238,700
Foreign currency translation adjustment		-		-		-			-			3,717			-			3,495			7,212
Net loss		-		-		-			(1,376,162	)		-			-			(60,916	)		(1,437,078	)
Balance as of February 28, 2023		102,003,018	$	102,004	$	89,499,877		$	(10,214,862	)	$	55,874		$	144,443		$	(187,394	)	$	79,399,942
Issuance of common stock for Cash		57,783		58		144,385			-			-		$	480,888			-			625,331
Capital contribution		-		-		(62,885	)		-			15,542			-			204,498			157,155
Foreign currency translation adjustment		-		-		-			-			(51,269	)		-			396			(50,873	)
Net loss		-		-		-			(1,451,655	)		-			-			(61,768	)		(1,513,423	)
Balance as of May 31, 2023		102,060,801	$	102,062	$	89,581,377		$	(11,666,517	)	$	20,147		$	625,331		$	(44,268	)	$	78,618,132

	Common Stock				Additional paid in		Accumulated			Accumulated Other Comprehensive			Shares to be			Non- controlling
	shares		amount		capital		deficit			income			issued			interests			Total
Balance as of August 31, 2023		102,310,933	$	102,311	$	90,371,141	$	(13,523,266	)	$	(17,036	)	$	1,066,052		$	(148,180	)	$	77,851,022
Issuance of common stock for Cash		373,822		374		934,181		-			-			(934,555	)		-			-
Issuance of common stock for service		57,607		57		131,440		-			-			(131,497	)		-			-
Foreign currency translation adjustment		-		-		-		-			(85,208	)		-			(2,793	)		(88,001	)
Net loss		-		-		-		(1,444,323	)		-			-			(79,998	)		(1,524,321	)
Balance as of November 30, 2023		102,742,362	$	102,742	$	91,436,762	$	(14,967,589	)	$	(102,244	)	$	-		$	(230,971	)	$	76,238,700
Foreign currency translation adjustment		-		-		-		-			6,293			-			(2,373	)		3,920
Net loss		-		-		-		(1,366,904	)		-			-			(63,854	)		(1,430,758	)
Balance as of February 29, 2023		102,742,362	$	102,742	$	91,436,762	$	(16,334,493	)	$	(95,951	)	$	-		$	(297,198	)	$	74,811,862
Balance		102,742,362	$	102,742	$	91,436,762	$	(16,334,493	)	$	(95,951	)	$	-		$	(297,198	)	$	74,811,862
Capital contribution		-		-		65,598		-			-			-			-			65,598
Foreign currency translation adjustment		-		-		-		-			(94,085	)		-			7,368			(86,717	)
Net loss		-		-		-		(892,694	)		-			-			(81,747	)		(974,441	)
Balance as of May 31, 2024		102,742,362	$	102,742	$	91,502,360	$	(17,227,187	)	$	(190,036	)	$	-		$	(371,577	)	$	73,816,302
Balance		102,742,362	$	102,742	$	91,502,360	$	(17,227,187	)	$	(190,036	)	$	-		$	(371,577	)	$	73,816,302

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

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


	Common Stock				Additional paid in		Accumulated			Accumulated other comprehensive			Non-controlling
	shares		amount		capital		deficit			loss			interests			Total

Balance as of August 31, 2024		25,685,591	$	25,686	$	91,513,818	$	(39,401,857	)	$	(48,827	)	$	(607,558	)	$	51,481,262
Balance		25,685,591	$	25,686	$	91,513,818	$	(39,401,857	)	$	(48,827	)	$	(607,558	)	$	51,481,262
Issuance of common stock for service		1,494,935		1,495		5,978,245		-			-			-			5,979,740
Fraction shares issued due to reverse stock split		105		-		-		-			-			-			-
Foreign currency translation adjustment		-		-		-		-			7,837			10,933			18,770
Net loss		-		-		-		(4,555,401	)		-			(85,503	)		(4,640,904	)
Balance as of November 30, 2024		27,180,631	$	27,181	$	97,492,063	$	(43,957,258	)	$	(40,990	)	$	(682,128	)	$	52,838,868
Balance		27,180,631	$	27,181	$	97,492,063	$	(43,957,258	)	$	(40,990	)	$	(682,128	)	$	52,838,868

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

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

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EVOAIR HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. Dollars, except share data or otherwise stated)

FOR THE ~~NINE~~THREE MONTHS ENDED ~~MAY~~NOVEMBER 3130, 2024 AND 2023

	May 31, 2024			May 31, 2023
	November 30, 2024			November 30, 2023
Cash flows from operating activities
Net loss	$	(34,~~929~~640,~~520~~904	)		(41,~~390~~524,~~863~~321	)
Adjustments for non-cash income and expenses:
Depreciation		~~187~~29,~~729~~166			~~126~~95,~~139~~369
Amortization		3902,~~118,041~~419			31,~~118~~039,~~041~~347
Property, plant and equipment impairment and abandonments		-			21,387
Stock based expense		3,261,676			-
Changes in operating assets and liabilities:
(Increase)/decrease in accounts receivables		(12,647	)		11,928
Increase in accounts receivables		(14,671	)		(7,490	)
(Increase)/decrease in inventories		(104,992	)		25,532
Decrease/(increase) in inventories		50,862			(54,528	)
Decrease in deposit, prepayments and advances to suppliers		147,654			205,213
Decrease in deposits, prepayments, and advances to suppliers		14,174			122,057
Decrease in operating lease right-of-use assets		6126,~~351~~975			~~148~~17,~~286~~590
Increase/(decrease) in accounts payable and accruals		56,584			(74,641	)
(Decrease) /increase in accounts payable and accruals		(41,384	)		118,749
Decrease in deferred revenue		(48,632	)		(69,922	)
Increase/(decrease) in deferred revenue		10,631			(49,986	)
Decrease in operating lease liabilities		(6428,~~369~~186	)		(~~165~~18,~~987~~518	)
Decrease in other payables		(6,258	)		(14,152	)
Increase/(decrease) in other payables		62,246			(8,387	)
Increase in amounts due to shareholders		~~524~~325,~~587~~463			~~303~~166,~~123~~652
Net cash used in operations	$	(7041,~~472~~533	)	$	(~~755~~103,~~916~~466	)
Cash flows from investing activity
Purchase of property, plant and equipment		~~(102,414~~-	)		(29107,~~473~~725	)
Cash used in investing activity	$	(102,414	)	$	(29,473	)
Net cash used in investing activity	$	-		$	(107,725	)
Cash flows from financing activities
Cash flows from financing activity
Payments of hire purchase		(52,~~885~~346	)		(61,~~570~~972	)
Payment of offering costs		(449,576	)		-
Net cash used in financing activity	$	(2,346	)	$	(1,972	)
Proceeds from issuance of common stock		-			443,498
Net decrease in cash and cash equivalents		(43,879	)		(213,163	)
Proceeds from shares to be issued		-			625,331
Effect of exchange rate changes		40,626			(88,001	)
Proceeds from capital contribution		65,598			157,255
Cash and cash equivalents at start of period		152,985			779,049
Net cash (used in)/generated from financing activities	$	(389,863	)	$	1,219,514
Cash and cash equivalents at end of period		149,732			477,885
Net (decrease)/increase in cash and cash equivalents		(562,749	)		434,125
Supplemental disclosure of non-cash investing and financing information :
Effect of exchange rate changes		(170,798	)		(61,568	)
Common stock issued for service in relation to Initial public offering	$	2,718,064		$	-
Cash and cash equivalents at start of period		779,049			152,304
Cash and cash equivalents at end of period		45,502			524,861

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

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EVOAIR HOLDINGS INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~MAY~~NOVEMBER 3130, 2024, AND 2023

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

EvoAir Holdings Inc. (formerly Unex Holdings Inc.) (the “Company”, “EVOH”, “we”, “us”, or “our”) is a corporation established under the corporation laws in the State of Nevada, United States of America (“U.S”) on February 17, 2017. The Company has adopted an August 31 fiscal year end.

On December 20, 2021, the Company and Low Wai Koon (“Dr. Low”) entered into a share transfer agreement, (the “EvoAir International Share Transfer Agreement”), pursuant to which Dr. Low agreed to sell all of his ordinary shares of EvoAir International Limited (“EvoAir International”) to the Company for a consideration of US$100 (“EvoAir Transaction”). EvoAir International, through its subsidiaries upon completion of the Transactions (defined hereunder), is engaged in the research and development (“R&D”), manufacturing, trading, sale of heating, ventilation and air conditioning (“HVAC”) products and related services in Asia.

Pursuant to the terms of a share transfer agreement dated December 20, 2021, Dr. Low, the then sole executive officer and director of the Company and the owner of 2,000,000 restricted shares of common stock, with par vaue of $0.001 per share (“Common Stock”) of the Company (“EvoAir Shares”) representing approximately 67.34% of the Company’s then issued and outstanding shares, sold his entire shareholding of the Company to WKL Global Limited (“WKL Global”) for an aggregate consideration of $100 (“Change of Control Transaction”). Upon completion of the Change of Control Transaction, WKL Global owned 2,000,000 shares, or approximately 67.34% of the then issued and outstanding ordinary shares of the Company, which resulted in a change of control of the Company.

On December 20, 2021, several transactions took place (together, the “Allotment Transactions”) whereby the Company issued and allotted in aggregate 98,809,323 ordinary shares of ~~Common~~common ~~Stock~~stock to certain parties. On completion of the Allotment Transactions, the total number of issued and outstanding shares of ~~Common~~common ~~Stock~~stock of the Company were 101,779,323 (“Then Enlarged Share Capital”):

(A) On 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”) 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. (B) 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. (C) 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 ~~EvoAir~~EVOH ~~International~~ 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. (D) On December 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), evoairTM 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 EVOTM 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.

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~~(D) On December 20~~EvoAir Transaction, ~~2021,~~Change ~~Dr. Low entered into two deeds~~ of ~~assignment~~Control ofTransaction ~~intellectual~~and ~~properties~~Allotment ~~with~~Transactions ~~WKL~~are ~~Eco~~collectively ~~Earth~~to ~~Holdings,~~be inreferred ~~respect of Dr. Low’s patents and patent applications relating~~ to ~~eco-friendly~~as ~~air-conditioner condenser (external unit), evoairTM and~~ the ~~trademarks~~“Transactions”. The ~~and~~closing ~~trademark applications described in the deeds~~ of ~~assignment thereunder, and in respect of Dr. Low’s patents and patents applications relating to~~ the ~~portable~~Transactions ~~air-conditioner, e-Cond EVOTM and the trademarks and trademark applications as described in the deeds of assignment thereunder~~ (~~together, the~~ “~~IP Assignments~~Closing”). ~~Pursuant~~occurred toon ~~the~~December ~~IP Assignments~~20, ~~WKL~~2021 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~~“Closing ~~Enlarged Share Capital in consideration for the IP Assignments~~Date”).

EvoAir Transaction, Change of Control Transaction and Allotment Transactions are collectively referred to as the “Transactions”. The closing of the Transactions (“Closing”) occurred on December 20, 2021 (the “Closing Date”).

From and after the Closing Date, at which time EvoAir International transferred its HVAC business to the Company, the Company’s primary operations will consist of the prior operations of EvoAir International and its subsidiaries.

EvoAir International is a company incorporated in BVI on November 17, 2021. Effective from the December 20, 2021, it wholly owns WKL Eco Earth Holdings, a company incorporated in Singapore on July 12, 2018, which in turn wholly owns (a) WKL Eco Earth, a Malaysian company incorporated on May 17, 2017, and (b) WKL Green Energy, a Malaysian company incorporated on October 24, 2017. WKL Eco Earth Holdings acquired (c) EvoAir Manufacturing (M) Sdn Bhd (“EvoAir Manufacturing”) on April 19, 2021, a Malaysian company incorporated on March 22, 2019, as well as acquiring (d) WKL EcoEarth Indochina Co Ltd (“WKL EcoEarth Indochina”), a Cambodia company incorporated on February 4, 2021, (e) WKL Guanzhe Green Technology Guangzhou Co Ltd (“WKL Guanzhe”), a Chinese company incorporated on April 6, 2021. EvoAir Manufacturing wholly owns (f) Evo Air Marketing (M) Sdn Bhd (“Evo Air Marketing”), a Malaysian company incorporated on February 2, 2021.

On June 15, 2022, the Company filed a Certificate of Amendment (the “Amendment”) to the Articles of Incorporation with Nevada’s Secretary of State to change the name of the Company from Unex Holdings Inc. to EvoAir Holdings Inc. (the “Name Change”), and the Name Change became market effective on November 4, 2022. Effective on November 11, 2022, the Company’s shares began trading 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. 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. Each of the individuals is a “non-U.S. Persons” as defined in Regulation S.

Round 2 Stockholders

The Company entered into a series of offerings for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50, as follows:

	●	On February 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. The gross proceeds were $185,185.

	●	On June 3, 2022, the Company entered into certain share subscription agreement with Mr. Wong Hon Wai who is a “non-U.S. Persons” as defined in Regulation S of the Securities Act pursuant to which the Company agreed to issue and sell 5,000 shares of Common Stock, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds were $12,500.

	●	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. The gross proceeds in aggregate were $361,553.

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● 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. The gross proceeds in aggregate were $144,443. ● 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. The gross proceeds in aggregate were approximately $625,330. ● 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. The gross proceeds in aggregate were approximately $912,889. ● 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. 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 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.

Details of the Company’s subsidiaries:

SUMMARY OF CONSOLIDATED SUBSIDIARIES

Subsidiaries of EVOH	Attributable interest
EvoAir International Limited (British Virgin Islands)		100	%
Subsidiary of EvoAir International Limited
WKL Eco Earth Holdings Pte Ltd (Singapore)		100	%
Subsidiaries of WKL Eco Earth Holdings Pte Ltd
WKL Eco Earth Sdn Bhd (Malaysia)		100	%
WKL Green Energy Sdn Bhd (Malaysia)		100	%
EvoAir Manufacturing (M) Sdn Bhd (Malaysia)		67.5	%
WKL EcoEarth Indochina Co Ltd (Cambodia)		55	%
WKL Guanzhe Green Technology Guangzhou Co Ltd (China)		55	%
WKL Guanzhe Green Technology Guangzhou Co Ltd (China)*		62.5	%
Subsidiary of EvoAir Manufacturing (M) Sdn Bhd
Evo Air Marketing (M) Sdn Bhd (Malaysia)		100	%

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

NOTE 2 – CHANGE OF CONTROL

Pursuant to the terms of a share transfer agreement dated December 20, 2021, Dr. Low, the then sole executive officer and director of the Company and the owner of 2,000,000 restricted shares of the Company’s ordinary shares representing approximately 67.34% of the Company’s then issued and outstanding shares, sold his entire shareholding of the Company to WKL Global for an aggregate consideration of $100. Upon completion of the Change of Control Transaction, WKL Global then owned 2,000,000 shares, or approximately 67.34% of the Company’s then issued and outstanding shares, which resulted in a change of control of the Company.

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NOTE 3 – GOING CONCERN

The Company’s financial statements as of ~~May~~November 3130, 2024, is prepared using generally accepted accounting principles in the United ~~States~~ 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.

As of ~~May~~November 3130, 2024, and August 31, ~~2023~~2024, the Company had an accumulated deficit of $1743,~~227~~957,~~187~~ 258 and $1339,~~523~~401,~~266~~ 857 respectively. The Company incurred net loss of $34,~~929~~640,~~520~~ 904 and $ $41,~~390~~524,~~863~~ 321 for the ~~nine~~three months ended ~~May~~November 3130, 2024, and November 30, 2023, respectively. The cash used in operating activities was $7041,~~472 and $755,916~~ 533 for the ~~nine~~three months ended ~~May~~November 3130, 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.

~~With~~To ~~the~~address ~~development~~these ofchallenges ~~HVAC~~and ~~business~~ensure ~~(“HVAC Business”) pursuant to~~ the ~~Transactions~~Company’s ~~(defined~~long-term ~~in Note 1)~~viability, ~~the~~ Management ~~believes~~has ~~that~~developed ~~the~~a ~~actions~~strategic toplan befocused ~~taken~~on by the ~~Management to further implement the business plans for the HVAC Business~~ ~~including~~continued ~~expansion~~development inand ~~product offerings, geographical~~ expansion, ~~generate revenue through expansion~~ of ~~revenue~~its ~~streams~~HVAC and customer base (retail, commercial, industrial, projects as well as private label and licensing clientele), improvement of profitability by achieving economies of scale provide the opportunity for the Company to continue as a going concernbusiness. InKey ~~addition,~~initiatives the Company is also working on raising additional funding in conjunction with the Company’s plan to uplist on Nasdaq Capital Market (“Uplisting”) to finance the operations as well as business expansion.include:

~~The unaudited~~● ~~condensed~~Expansion ~~consolidated~~of ~~financials~~Product ~~have~~Offerings: ~~been~~Broadening ~~prepared~~the ~~assuming~~range ~~that~~of ~~the~~HVAC ~~Company~~products ~~will~~to ~~continue~~meet asdiverse amarket ~~going~~needs. ~~concern~~● ~~and~~Geographical ~~accordingly financial~~Expansion: ~~statements~~Penetrating donew ~~not~~markets ~~include~~to ~~any~~drive ~~adjustments~~revenue ~~related~~growth. to● ~~the~~Revenue ~~recoverability~~Diversification: ~~and~~Expanding ~~classification~~customer ofsegments ~~assets~~across orretail, ~~the~~commercial, ~~amounts~~industrial, and ~~classification of~~project-based ~~liabilities~~clients, ~~that~~as ~~might~~well beas ~~necessary~~private ~~should~~label ~~the~~and ~~Company~~licensing beopportunities. ~~unable~~● toImproved ~~continue~~Profitability: asAchieving aeconomies ~~going~~of ~~concern~~scale through operational efficiencies and growth.

Additionally, the Company is actively pursuing plans to raise additional funding to support operations and business expansion. This includes preparations to uplist on the Nasdaq Capital Market, which is expected to enhance access to capital and further strengthen the Company’s financial position.

The consolidated financials have been prepared assuming that the Company will continue as a going concern and accordingly financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation:

The accompanying ~~unaudited condensed~~ consolidated financial statements have been prepared by the Company in accordance with U.S. GAAP for financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the accounts of EvoAir International, WKL Eco Earth Holdings, WKL Eco Earth, WKL Green Energy, and its 67.5% owned EvoAir Manufacturing which included a 100% owned subsidiary, Evo Air Marketing, 55% owned WKL EcoEarth Indochina, and its 5562.5% owned WKL Guanzhe.

All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Management, the accompanying financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly all financial statements in accordance with U.S. GAAP.

The non-controlling interests are presented in the consolidated balance sheets, separately from equity attributable to the stockholders of the Company. Non-controlling interests in the results of the Company are presented on the face of the consolidated statements of operations and comprehensive loss as an allocation of the total loss for the year between non-controlling interest holders and the stockholders of the Company.

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Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. Key estimates in the accompanying consolidated financial statements include, among others, revenue recognition, allowances for doubtful accounts and product returns, provisions 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.

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Fiscal Year End

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. The Company places its cash with a high credit quality financial institution.

WKL Guanzhe business is primarily conducted in China and substantially all of revenue are denominated in RMB. The government of People’s Republic of China (“PRC”) imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade.

Comprehensive Gain or Loss

ASC 220 “Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of ~~May~~November 3130, 2024, and August 31, ~~2023~~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.

Foreign Currency Translation

The functional currency of Chinese operations is Chinese Renminbi, (“RMB”). The functional currency of the Company’s Singapore operations is Singapore dollars (“SGD”). The functional currency of the Company’s Malaysia operations is Ringgit Malaysia (“RM”). Management has adopted ASC 830 “Foreign Currency Matters” for transactions that occur in foreign currencies. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses.

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

Assets and liabilities of the Company’s operations are translated into the reporting currency, United States Dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’ equity.

~~Accounts~~Credit ~~Receivable and Allowance for Doubtful Accounts~~Losses

~~Accounts~~In ~~receivable~~June ~~are~~2016, ~~recorded~~the atFASB ~~the~~issued ~~net~~Accounting ~~value~~Standards ofUpdate ~~face~~(ASU) ~~amount~~2016-13, ~~less~~specifically ~~any~~Financial ~~allowance~~Instruments ~~for~~– ~~expected~~Credit ~~credit~~Losses ~~loss~~(Topic 326), ~~The~~denoted ~~allowance~~as ~~for~~ASC ~~expected~~326. ~~credit loss~~This isregulatory framework supersedes the ~~Company’s~~incurred ~~best~~loss ~~estimate~~methodology ofwith the ~~amount~~Current ofExpected ~~probable~~Credit ~~credit~~Loss ~~losses~~(CECL) methodology. inCECL ~~our~~necessitates ~~existing~~the ~~accounts~~derivation ~~receivable.~~of Ancredit ~~allowance~~loss estimates for ~~doubtful~~ ~~accounts~~the isremaining ~~recorded~~projected inlife ~~the~~of ~~period~~financial ~~when~~assets, ~~loss~~encompassing historical isdata, ~~probable~~prevailing ~~based~~conditions, onand ansubstantiated ~~assessment~~forecasts. ofBroadly ~~specific~~applicable ~~evidence~~to ~~indicating~~financial ~~troubled~~assets ~~collection~~assessed at amortized cost, ~~historical~~including ~~experience~~trade receivables, ~~accounts~~loan ~~aging~~receivables, and ~~other~~held-to-maturity ~~factors.~~debt ~~The~~securities, ~~Company~~CECL ~~reviews~~also ~~the~~extends ~~allowance~~its ~~for~~purview ~~expected~~to ~~credit~~certain ~~loss on~~off-balance asheet ~~regular~~credit ~~basis~~exposures, ~~and~~such ~~all~~as ~~past~~unfunded ~~due~~commitments ~~balances~~to extend credit. In adherence to this methodology, financial assets measured at amortized cost are ~~reviewed~~to ~~individually~~be ~~for~~presented ~~collectability.~~on Anfinancial ~~account~~statements ~~receivable~~at isthe ~~written~~net ~~off~~amount ~~after~~anticipated ~~all~~to be collected, incorporating an allowance ~~collection~~for ~~effort~~credit ~~has~~losses ~~ceased.~~as ~~Recoveries~~a means of ~~receivables~~accounting ~~previously~~for ~~written~~the ~~off~~estimated ~~are~~credit ~~recorded~~losses. The ~~when~~Company ~~received~~adopted ASU 2016-13 on September 1, 2023, using the modified retrospective method. ~~Interest~~See isbelow ~~not~~allowance ~~charged~~for ~~on past~~credit ~~due~~losses ~~accounts~~for more information.

As of May 31, 2024, and August 31, 2023, our accounts receivable amounted to $56,777 and $44,130, respectively, with no allowance for expected credit loss for both periods.

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Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recorded at the net value of the face amount less any allowance for expected credit loss. The allowance for expected credit loss is the Company’s best estimate of the amount of probable credit losses in our existing accounts receivable. An allowance for credit losses is recorded in the period when loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging and other factors. The Company reviews the allowance for expected credit loss on a regular basis, and all past due balances are reviewed individually for collectability. An account receivable is written off after all collection effort has ceased. Recoveries of receivables previously written off are recorded when received. Interest is not charged on past due accounts.

As 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.

Inventories

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

~~Inventories~~We ~~are~~value ~~recognized~~inventories at the lower of cost or net realizable value. We determine the costs of inventory using the standard cost method, which approximates actual cost based on a first-in, first-out method. All other costs, including administrative costs, are expensed as incurred.

Deposit, ~~prepayments~~Prepayments, and ~~other~~Other ~~receivables~~Receivables

Deposit, prepayments and other receivables are comprised of prepayments paid to vendors to initiate orders and prepaid services fees and are classified as current assets if such amounts are to be recognized within one year from the balance sheet date.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost ~~less accumulated depreciation~~. Depreciation is computed using the straight-line method over the estimated useful lives of the related capitalized assets. Property ~~plant~~ and equipment are depreciated over 5 to 10 years.

	Useful lives
Plant and machineries		5 years
Office equipment		5 years
Vehicles		5 years
Furniture and equipment		10 years
Renovation		10 years

Repair and maintenance costs are charged to expense as incurred. At the time of retirement or other disposition of property, plant and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.

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Intangible Assets and Other Long-Lived Assets

The Company’s intangible assets consist of patents and trademarks related to assignments of intellectual properties by Dr. Low into WKL Eco Earth Holdings under the IP Assignments as contemplated in Note 1. The intangible assets are recorded at fair market value and are amortized using the straight-line method over an estimated life of 20 years for both patents and trademarks.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value.

Revenue Recognition

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company does not disaggregate its revenue streams as the economic factors underlying the contracts are similar and provide no significant distinction. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

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The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Deferred Revenue

The Company collects deposits from customers in advance for some business contracts. The customer payments received in advance are ~~recorded~~ recorded as deferred revenue on the balance sheet. The deferred revenue of $~~440~~10,~~069~~012 was recorded as of August 31, ~~2023~~2024, with $239,~~332~~293 recognized as revenue for ~~nine~~three months ended ~~May~~November 3130, 2024. The Company ~~recognized~~recorded $~~391~~20,~~437~~643 deferred revenue as of ~~May~~November 3130, 2024.

Deferred Offering Costs

~~Deferred~~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 ~~include~~consist of ~~specific~~underwriting, ~~incremental~~legal ~~costs~~and other expenses incurred through the balance sheet date that are directly ~~attributable~~related to the ~~Company’s~~intended initial public offering (“IPO”). Deferred offering ofcosts ~~securities~~will inbe ~~conjunction~~charged ~~with~~to shareholders’ equity netted against the ~~Upliting.~~proceeds upon the ~~Deferred~~completion ~~offering~~of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, ~~exclude~~as ~~management~~well ~~salaries~~as oradditional ~~other~~expenses ~~general~~to be incurred, will be charged to operations. As of November 30, 2024, and ~~administrative~~August ~~expenses~~31, 2024, the Company deferred $3,167,640 and $449,576 of offering costs, respectively. ~~These~~Such costs ~~are~~will ~~being~~be deferred and will be ~~charged~~offset against the ~~gross~~offering proceeds upon the completion of the ~~offering~~IPO.

Leases

We have entered into operating agreements primarily for office and factory. 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~~November 3130, 2024.

Operating lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit in most of our leases is not readily determinable. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in the economic environments where the leased asset is located. Operating lease assets also include any prepaid lease payments and lease incentives. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancellable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term.

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Our lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. We combine fixed payments for non-lease components with our lease payments and account for them together as a single lease component, which increases the amount of our lease assets and liabilities.

Income Taxes

The Company utilizes ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

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The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations.

Measurement of Fair Value

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in 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. 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 categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Earnings (Loss) per Share

The Company computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of ~~May~~November 3130, 2024, the Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Recently Issued Accounting Pronouncements

In ~~August~~November ~~2020~~2023, the FASB issued ASU ~~2020~~2023-0607, ~~Debt~~Improvement –to ~~Debt~~Reportable ~~with~~Segment ~~Conversion~~Disclosures. ~~and~~This ~~Other~~ASU ~~Options~~aims ~~(Subtopic~~to ~~470-20)~~improve ~~and~~segment ~~Derivatives and Hedging~~disclosures –through ~~Contracts~~enhanced indisclosures ~~Entity’s~~about ~~Own~~significant ~~Equity~~segment ~~(Subtopic 815-40)~~expenses. ~~This~~The ~~ASU~~standard ~~reduces~~requires ~~the~~disclosure ~~number~~ of ~~accounting~~significant ~~models~~expense ~~for~~categories ~~convertible debt~~and ~~instruments~~amounts ~~and~~for ~~convertible~~such ~~preferred~~expenses, ~~stock~~including ~~and~~those ~~amends~~segment ~~the~~expenses ~~guidance~~that ~~for~~are ~~the~~regularly ~~derivatives~~provided ~~scope~~to ~~exception~~the ~~for~~chief ~~contracts~~operating indecision anmaker, ~~entity’s~~easily ~~own~~computable ~~equity~~from toinformation ~~reduce~~that ~~form-over-substance-based~~is ~~accounting~~regularly ~~conclusions.~~provided, Inor ~~addition,~~significant ~~this~~expenses ~~ASU~~that ~~improves~~are ~~and~~expressed ~~amends~~in ~~the~~a ~~related~~form ~~earnings per~~other ~~share~~than ~~guidance.~~actual amounts. This standard ~~becomes~~will be effective for the Company ~~beginning~~in onFiscal ~~October~~Year 1,2025 ~~2024.~~and ~~Adoption~~ is ~~either~~required ato ~~modified~~be ~~retrospective method~~applied orretrospectively ato ~~fully~~all ~~retrospective~~prior ~~method~~periods presented ofin ~~transition~~the financial statements. The Company ~~adopted~~is ~~this~~currently ~~guidance~~evaluating ~~effective~~the ~~September~~impact 1,of ~~2023, and~~ the ~~adoption of~~additional ~~this~~disclosure ~~standard~~requirements ~~did not have a material impact~~ on ~~its~~the Company’s consolidated financial statements.

In ~~November~~December 2023, the FASB issued ASU 2023-0709, ~~Improvement~~Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures., ~~This~~a ~~ASU~~final ~~aims~~standard on improvements to ~~improve~~income ~~segment~~tax disclosures ~~through~~which ~~enhanced~~applies ~~disclosures~~to ~~about~~all ~~significant~~entities ~~segment~~subject ~~expenses~~to income taxes. The standard requires ~~disclosure~~disaggregated ofinformation ~~significant~~about ~~expense~~a ~~categories~~reporting ~~and~~entity’s ~~amounts~~effective ~~for~~tax ~~such~~rate ~~expenses,~~reconciliation ~~including~~as ~~those~~well ~~segment~~as ~~expenses~~information ~~that~~on ~~are~~income ~~regularly~~taxes ~~provided~~paid. toThe ~~the~~standard ~~chief~~is ~~operating~~intended ~~decision~~to ~~maker,~~benefit ~~easily computable~~investors ~~from~~by ~~information~~providing more ~~that~~detailed isincome ~~regularly~~tax ~~provided,~~disclosures ~~or significant expenses~~ that ~~are~~would ~~expressed~~be useful in amaking ~~form~~capital ~~other~~allocation ~~than actual amounts~~decisions. This standard will be effective for the Company in Fiscal Year ~~2025~~2026 and isshould ~~required to~~ be applied ~~retrospectively to all prior periods presented in the financial statements~~prospectively. The Company is currently evaluating the impact of the additional disclosure requirements on the Company’s ~~condensed~~ consolidated financial statements.

In 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 condensed consolidated financial statements.

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Other 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.

NOTE 5 INVENTORIES

Inventories consist of the following:

SCHEDULE OF INVENTORIES

	May 31, 2024		August 31, 2023
	November 30, 2024		August 31, 2024
Finished goods	$	~~300~~259,~~917~~919	$	~~329~~334,~~420~~917
Raw materials and supplies		~~170~~149,~~157~~266		~~138~~125,~~869~~130
Work in progress		264,396		162,189
Total	$	409,185	$	460,047
Total inventory on hand	$	735,470	$	630,478

NOTE 6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES

Deposit, prepayments, and other receivables consists of the following:

	May 31, 2024		August 31, 2023
	November 30, 2024		August 31, 2024
Deposits and Prepayments	$	4516,~~914~~925	$	2033,~~777~~406
Other receivables (Advances to suppliers)		~~423~~83,~~939~~707		~~596~~81,~~730~~400
Total	$	~~469~~100,~~853~~632	$	~~617~~114,~~507~~806

NOTE 7 PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant, and equipment consist of the following:

	May 31, 2024			August 31, 2023
	November 30, 2024			August 31, 2024
Plant and machinery	$	575,803		$	476,219
Plant and machineries	$	587,273		$	601,405
Office equipment		5659,~~720~~836			5561,~~848~~143
Vehicles		7680,~~391~~905			7783,~~497~~239
Furniture and equipment		2123,~~967~~265			2223,~~285~~936
Renovation		~~111~~118,~~687~~288			~~113~~121,~~305~~700
Property, plant and equipment gross		~~842~~869,~~568~~567			~~745~~891,~~154~~423
Less: Accumulated depreciation		(~~464~~562,~~496~~811	)		(~~281~~533,~~767~~645	)
Property, plant and equipment, net	$	~~378~~306,~~072~~756		$	~~463~~357,~~387~~778

Depreciation expense for the ~~nine~~three months ended ~~May~~November 3130, 2024, was $~~187~~29,~~729,~~166. ~~and~~Depreciation expense for the ~~nine~~three months ended November ~~May 31~~30, 2023, it was $~~126~~95,~~139~~369.

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NOTE 8 – INTANGIBLE ASSETS

The below table summarizes the identifiable intangible assets as of ~~May~~November 3130, 2024, and August 31, 2023:

SUMMARY OF INTANGIBLE ASSETS

	May 31, 2024			August 31, 2023
	November 30, 2024			August 31, 2024
Technology 1-Portable Air Cooler	$	27,438,763		$	27,438,763
Technology 1- Portable Air Cooler	$	27,438,763		$	27,438,763
Technology 2-Condensing Unit		55,709,004			55,709,004
Technology 2- Condensing Unit		55,709,004			55,709,004
Finite- lived intangible assets, gross		83,147,767			83,147,767
Less: Accumulated amortization		(10,047,022	)		(6,928,981	)
Less: Technology-related intangible asset impairment		(20,580,040	)		(20,580,040	)
Intangible assets, net	$	73,100,745		$	76,218,786
Adjusted carrying amount		62,567,727			62,567,727
Less: Accumulated amortization		(11,988,788	)		(11,086,369	)
Intangible assets, net	$	50,578,939		$	51,481,358

Amortization expenses for intangible assets for the ~~nine~~three months ended ~~May~~November 3130, 2024 was $902,419. Amortization expenses ~~and~~for ~~2023~~intangible assets for the three months ended November 30, ~~were~~2023 ~~both~~was $31,~~118~~039,~~041~~347.

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NOTE 9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

Accounts payable, accruals, and other payables consist of the following:

	May 31, 2024		August 31, 2023
	November 30, 2024		August 31, 2024
Accounts payable	$	~~185~~113,~~190~~521	$	40154,~~939~~854
Accruals		42112,~~282~~995		~~129~~113,~~949~~046
Other payables		21158,~~229~~077		2795,~~487~~831
Total	$	~~248~~384,~~701~~593	$	~~198~~363,~~375~~731

~~NOTE~~As of November 30, 2024, accruals and other payables 10primarily ~~RELATED~~consist ~~PARTY~~of ~~TRANSACTIONS~~professional fees and staff claims.

~~Amounts~~NOTE ~~due~~10 toAMOUNTS ~~shareholders~~DUE TO SHAREHOLDERS

Amounts due to shareholders are unsecured, with interest of 3% per annum and tenure of 6 months, or mutually ~~agreed~~ between the parties. The Company reported amount due to shareholders of $~~756~~1,~~682~~ 528,155 and $~~232~~1,~~095~~202,692 as of ~~May~~November 3130, 2024, and August 31, ~~2023~~2024, respectively.

NOTE 11 STOCKHOLDERS’ EQUITY

On December 16, 2021, the Company increased the authorized common stock from 75,000,000 shares with a par value of $0.001 per share to 1,000,000,000 shares with a par value of $0.001 per share.

During the ~~nine~~three months period ended ~~May~~November 3130, 2023, the Company issued ~~207~~373,~~404~~822 shares of Common Stock, at a per share purchase price of $2.50 ~~for~~ ~~gross proceeds of $518,498,~~ as ~~part of a series of offerings by~~ the ~~Company~~Offering for angross ~~aggregate~~proceeds of ~~up to 6~~$934,~~000,000~~534 ~~shares of~~received ~~Common~~in ~~Stock~~the atfiscal ayear ~~per~~ended ~~share~~August ~~purchase price of $2~~31,2023.~~50 (“Offering”).~~

During the ~~nine~~three months period ended ~~May~~November 3130, 2023, the Company ~~received~~issued ~~gross~~in ~~proceeds of $625~~aggregate,~~330 for~~ ~~250~~52,~~132~~ 107 shares toof beCommon ~~issued~~Stock ~~during~~to ~~the~~15 ~~nine~~referral ~~months~~agents in ~~period~~consideration ~~ended~~for ~~May~~their ~~31,~~referral ~~2024~~to asthe ~~part~~Company of ~~the~~certain ~~Offering~~investors.

During the nine months period ended May 31, 2023, the Company received cash proceeds of $157,255 from capital contribution.

During 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 for gross proceeds of $934,555, as part of the Offering.

As such, the Company had $0 shares to be issued on May 31, 2024.

During 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.

During the nine months period ended May 31, 2024, 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.

As of May 31, 2024, and August 31, 2023, the Company had 102,742,362 and 102,310,933 shares of its common stock issued and outstanding, respectively.

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On April 12, 2024, the Company’s board of directors unanimously resolved to effect a reverse stock split of the Company’s common stock, par value $0.001 per share, at a ratio of 1-for-4. Following such resolution, on September 9, 2024, the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada to effect the reverse stock split, with effective on September 11, 2024.

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 the 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 in consideration for their corporate and business development consulting services.

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. Therefore, as of November 30, 2024, and August 31, 2024, the Company had 27,180,631 and 25,685,591 shares of its common stock issued and outstanding, respectively.

NOTE 12 INCOME TAXES

The Company’s operating subsidiaries are governed by the Income Tax Law (defined hereunder), which concerns Foreign Investment Enterprises and Foreign Enterprises and various local income tax laws (“Income Tax Laws”). We routinely undergo examinations in the jurisdictions in which we operate.

The Company has operations in Singapore, Malaysia, Cambodia, BVI, and China that are subject to taxes in the jurisdictions in which they operate, as follows:

Singapore

WKL Eco Earth Holdings is incorporated in Singapore, and under the current tax laws of Singapore, its standard corporate income tax rate is 17%.

Malaysia

WKL Eco Earth, WKL Green Energy and Evoair Manufacturing (including its 100% subsidiary Evo Air Marketing) are incorporated in Malaysia and are subject to common corporate income tax rate at 24%.

Cambodia

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

BVI

EvoAir International is incorporated in BVI, and a BVI Business Company is exempt from the BVI income tax.

China

WKL Guanzhe is incorporated in China. Under the current tax law in the PRC, WKL Guanzhe is subject to the enterprise income tax rate of 25%.

Due to the Company’s net loss position, there was no provision for income taxes recorded. As a result of the Company’s losses to date, there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded.

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Reconciliation between the statutory tax rate to income before income taxes and the actual provision for income taxes is as follows:

	2024			2023
	Nine Months Ended May 31,
	Three Months Ended November 30,
	2024			2023
US Statutory rate		21	%		21	%
Effect of reconciling items for tax purposes		(21	)%		(21	)%
Effective income tax rate		-	%		-	%

The components of net deferred tax assets are as follows:

	May 31, 2024			August 31, 2023
	November 30, 2024			August 31, 2024
Net operating loss carry-forward	$	1744,~~230~~000,000		$	1339,~~520~~400,000
Less: valuation allowance		(1744,~~230~~000,000	)		(1339,~~520~~400,000	)
Net deferred tax asset		-			-

17The Company |had ~~Page~~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. The annual limitation may result in the expiration of net operating loss carry forwards before utilization.

The Company had net operating loss carry forwards for tax purposes of approximately $17,230,000 at May 31, 2024, and approximately $13,520,000 at August 31, 2023, 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.

NOTE 13 ROU ASSET AND LEASES

A lease is defined as a contract that conveys the right to control the use of identifiable tangible property for a period of time in exchange for consideration. OnThe ~~February 28, 2022, the~~ Company adopted ASC Topic 842 which primarily affected the accounting treatment for operating lease agreements in which the Company is the lessee including the Company’s leases of office and factory. The Company elected to not recognize ROU assets and lease liabilities arising from short-term leases with initial lease terms of twelve months or less (deemed immaterial) on the accompanying consolidated balance sheets.

ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on the effective interest, the effective amortization on the lease liability. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.

When measuring lease liabilities for leases that were classified as operating leases ~~as of May 31~~, ~~2024,~~ the Company discounted lease payments using its estimated incremental borrowing rate of 10%.

On March 28, 2023, the Company entered into a lease termination agreement to its Cambodia office lease at #65, 1st, 2nd and 3rd Floor, Street 123, Sangkat Toul Tumpong I, Khan Chamkarman, Phnom Penh, Cambodia (the “Lease Termination”). The Lease Termination terminated the Company’s rights and obligations with respect to the leased premises on April 15, 2023. As such, the ROU assets and operating lease liabilities were remeasured, and the Company recorded a gain of $14,890 as a component of operating expenses for the year ended August 31, 2023. No impairment of the ROU assets was deemed to have occurred.

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

	May 31, 2024		August 31, 2023
	November 30, 2024		August 31, 2024
Assets:
ROU asset	$	~~209~~172,~~670~~672	$	~~271~~199,~~021~~647
Liabilities:
Current:
Operating lease liabilities current	$	91100,~~658~~478	$	8499,~~879~~445
Non-current
Operating lease liabilities non current		~~127~~79,~~015~~672		~~198~~108,~~163~~891
Total lease liabilities	$	~~218~~180,~~673~~150	$	~~283~~208,~~042~~336

As of ~~May~~November 3130, 2024, ~~the~~ remaining maturities of lease liabilities were as follows:

	~~Operating lease~~	Operating lease
2025	$	91100,~~658~~478
2026		8862,~~327~~873
2027		3816,~~688~~799
2028		-
2029 and thereafter		-
Total	$	~~218~~180,~~673~~150

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NOTE 14 COMMITMENTS AND CONTINGENCIES

~~Litigation~~In the normal course of business, we are subject to the effects of certain contractual stipulations, events, transactions, and ~~Claims~~laws and regulations that may, at times, require the recognition of liabilities. We establish estimated liabilities when the associated costs 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.

On October 8, 2021, a filing (the “Filing”) was made with the Kuala Lumpur High Court by a reseller (the “Reseller”) of the Company’s INCU ionic nano copper solution (the “Solution”) and the Reseller’s related party (together with the Reseller, the “Plaintiffs”).

The Reseller was authorized by WKL Eco Earth’s sole distributor of the Solution (the “WKL Distributor”) to resell the Solution together with a diffuser with a capacity of not more than 1000ml through a tripartite agreement (the “Tripartite Agreement”) entered into between (a) the Reseller, (b) the WKL Distributor and (c) a solution packaging company (the “Packaging Company”). WKL Eco Earth was not a party to the Tripartite Agreement and did not directly authorize or engage the Reseller in the resale of the Solution.

In the Filing, the Plaintiffs claimed against (i) WKL Eco Earth; (ii) Dr. Low; (iii) Chan Kok Wei, (iv) the Packaging Company and (v) two directors of the Packaging Company for loss and damages arising from an alleged breach of contract, defamation and tort of inducement. The Plaintiffs also alleged that pursuant to the Tripartite Agreement, WKL Eco Earth was prohibited from selling the Solution to any party other than the WKL Distributor and allow for the resale of the Solution by the Plaintiffs without limitation, and that the Plaintiffs were not confined in their resale of the Solution to a diffuser with a capacity of not more than 1000ml.

On April 9, 2024, a notice of withdrawal was filed with the Kuala Lumpur High Court, whereby it was agreed upon both the Reseller and the Company that the Reseller withdraws their claims in the Filing without liberty to file afresh and with no order as to costs, and that the Company withdraws its counterclaim against the Reseller without liberty to file afresh and with no order as to costs

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. The outcome of the above case very much depends on the evidence produced and the weight of the Court places on the evidence. As it stands, WKL has a probability of success in its Counterclaim against the parties. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

NOTE 15 SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to ~~May~~November 3130, 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.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Statements

This Quarterly Report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the ~~United States~~U.S., we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

In this report unless otherwise specified, all dollar amounts are expressed in ~~United~~US$ ~~States dollars~~ and all references to “common shares” or “common stock” refer to the common shares of our capital stock.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP.

General Overview

EvoAir Holdings Inc (formerly Unex Holdings Inc.) (the “Company”, “EVOH”, “we”, “us”, or “our”) is a corporation established under the corporation laws in the State of Nevada, U.S. on February 17, 2017. The Company has adopted an August 31 fiscal year end.

On December 20, 2021, the Company and Dr. Low entered into the “EvoAir International Share Transfer Agreement, pursuant to which Dr. Low agreed to sell all of his ordinary shares of EvoAir International to the Company for the consideration of US$100 (“EvoAir Transaction”). EvoAir International, through its subsidiaries upon completion of the Transactions contemplated under Note 1 ofto ~~the~~ Financial Statements, is engaged in the R&D, manufacturing, trading, sale of HVAC products and related services in Asia.

Pursuant to the terms of a share transfer agreement dated December 20, 2021, Dr. Low, the then sole executive officer and director of the Company and the owner of 2,000,000 restricted shares of the Company’s ordinary shares representing approximately 67.34% of the Company’s then issued and outstanding shares, sold his entire shareholding of the Company to WKL Global for an aggregate consideration of $100. Upon completion of the Change of Control Transaction, WKL Global owned 2,000,000 shares, or approximately 67.34% of the then issued and outstanding ordinary shares of the Company, which resulted in a change of control of the Company.

~~EvoAir~~On ~~International is a company incorporated in the BVI on November 17, 2021. Effective from the~~ December 20, 2021, ~~it wholly~~several ~~owns~~transactions ~~WKL~~took ~~Eco~~place ~~Earth Holdings~~(together, athe ~~company~~“Allotment ~~incorporated~~Transactions”) inwhereby ~~Singapore~~the onCompany ~~July~~issued ~~12,~~and allotted ~~2018, which~~ in ~~turn~~aggregate ~~wholly owns (a) WKL Eco Earth~~98, ~~a Malaysian company incorporated on May 17~~809,323 ~~2017,~~EvoAir ~~and~~Shares ~~(b)~~to ~~WKL~~certain ~~Green Energy a Malaysian company incorporated on October 24, 2017~~parties. ~~WKL Eco~~On ~~Earth~~completion ~~Holdings~~of ~~acquired~~the ~~(c)~~Allotment ~~EvoAir Manufacturing on April 19~~Transactions, ~~2021,~~the atotal ~~Malaysian~~number ~~company~~of ~~incorporated on March 22, 2019, as well as~~issued ~~acquiring~~and ~~(d)~~outstanding ~~WKL~~EvoAir ~~EcoEarth~~Shares ~~Indochina,~~were ~~a Cambodia company incorporated on February 4~~101, ~~2021~~779,323 (e)“Then ~~WKL~~Enlarged ~~Guanzhe~~Share ~~Green Technology Guangzhou, a Chinese company incorporated on April 6, 2021. EvoAir Manufacturing wholly owns (f~~Capital”) ~~Evo Air Marketing, a Malaysian company incorporated on February 2, 2021.~~:

(A) On December 20, 2021, Dr. Low and Chan Kok Wei entered into a share exchange agreement with WKL Eco Earth Holdings, pursuant to which Dr. Low and Chan Kok Wei agreed to sell all their ordinary shares of 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 with 50% shareholding held by Chan Kok Wei and Ong Bee Chen, respectively, of 24,000 EvoAir Shares and 6,000 EvoAir Shares, respectively, or approximately 0.02% and 0.01% of the Then Enlarged Share Capital, respectively.

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(B) On December 20, 2021, Dr. Low, Chan Kok Wei, Ong Bee Chen and certain sellers (collectively, the “WKLEE Sellers”) entered into a share exchange agreement with WKL Eco Earth Holdings, pursuant to which the WKLEE Sellers agreed to sell all their ordinary shares, amounting in aggregate, 240,000 shares or 80% shareholding of 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 EvoAir Shares, respectively, or approximately 0.05%, 0.009% and in aggregate 0.014%, respectively, of the Then Enlarged Share Capital.

(C) 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 the Tan Soon Hock, Ivan Oh Joon Wern and the Relevant Interest Holders agreed to sell all relevant interests in the EvoAir Group to WKL Eco Earth Holdings in consideration for the allotment and issuance of 7,037,762 shares, 2,520,000 shares and in aggregate 6,001,794 shares, respectively, of the common stock of the Company, or approximately 6.91%, 2.48% and in aggregate 5.90%, respectively, of the issued and outstanding ordinary shares of the Company. The board of directors and majority shareholders of the Company have approved the transaction.

(D) On December 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 relating to eco-friendly air-conditioner condenser (external unit), EvoAir^TM and the trademarks described in the deed of assignment thereunder, and in respect of Dr. Low’s patents relating to the portable air-conditioner, e-Cond EVO^TMand the trademarks as described in the deed of assignments 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.

EvoAir Transaction, Change of Control Transaction and Allotment Transactions are collectively to be referred to as the “Transactions”. The closing of the Transactions (the “Closing”) occurred on December 20, 2021 (the “Closing Date”).

From and after the Closing Date, at which time EvoAir International transferred its HVAC business to the Company, the Company’s primary operations consisted of the prior operations of EvoAir International.

EvoAir International is a company incorporated in BVI on November 17, 2021. Effective from the December 20, 2021, it wholly owns WKL Eco Earth Holdings, a company incorporated in Singapore on July 12, 2018, which in turn wholly owns (a) WKL Eco Earth, a Malaysian company incorporated on May 17, 2017, and (b) WKL Green Energy a Malaysian company incorporated on October 24, 2017. WKL Eco Earth Holdings acquired (c) EvoAir Manufacturing on April 19, 2021, a Malaysian company incorporated on March 22, 2019, as well as acquiring (d) WKL EcoEarth Indochina, a Cambodia company incorporated on February 4, 2021, (e) WKL Guanzhe Green Technology Guangzhou, a Chinese company incorporated on April 6, 2021. EvoAir Manufacturing wholly owns (f) Evo Air Marketing, a Malaysian company incorporated on February 2, 2021.

~~Results~~On November 21, 2023, the Company issued in aggregate, 52,107 shares of ~~Operations~~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.

~~The~~On ~~following~~November ~~summary~~21, of2023, ~~our~~the ~~operations~~Company ~~should~~issued, bein ~~read~~aggregate, in5,500 ~~conjunction~~shares ~~with~~of ~~our~~Common ~~unaudited~~Stock ~~condensed~~to ~~consolidated~~two ~~financial~~individuals ~~statements~~in consideration for marketing services ~~the~~provided ~~three~~to ~~and~~the ~~nine~~Company ~~months~~by ~~ended~~Artisan ~~May~~Creative 31Studio, ~~2024,~~a asmarketing ~~compared~~entity tobased in Malaysia. Each of the ~~three~~individuals ~~and~~is ~~nine~~a ~~months~~“non-U.S. Persons” ~~ended~~as ~~May~~defined ~~31,~~in ~~2023~~Regulation S.

Three Months Ended May 31, 2024, versus Three Months Ended May 31, 2023

	Three Months Ended May 31
	2024			2023			Changes			%
Revenue	$	89,616		$	165,726		$	(76,110	)		(46	)%
Cost of revenue		56,741			124,647			(67,906	)		(54	)%
Gross profit		32,875			41,079			(8,204	)		(20	)%
Operating expenses		1,007,694			1,468,153			(460,459	)		(31	)%
Loss from operation		(974,819	)		(1,427,074	)		(452,255	)		(32	)%
Other income/(expense)		378			(86,349	)		86,727			100	%
Loss from operation before income taxes	$	(974,441	)	$	(1,513,423	)		(538,982	)		(36	)%

The Company generated revenues of $89,616 in the three months ended May 31, 2024, as compared to $165,726 in the three months ended May 31, 2023, a decrease in revenue of $76,110. The decline in revenue mainly due to decrease in sales of eco-friendly air-conditioners.

Being first mover in launching EvoAirTM, first-of-its-kind eco-friendly air-conditioner with granted patent or utility model/patent or utility model pending HECS system proprietary system, the Group faced both opportunities and challenges. In the course of applying for some of the certifications, safety and performance testing, the relevant authorities/ organizations faced the challenges in assigning our products in the appropriate category under conventional air-conditioner regime. There are instances whereby some of these authorities/ organizations do not possess the relevant equipment to conduct testings. It took a lot of education, discussions, deliberations and working with the authorities/ organizations to work out solutions to resolve compliance and testing matters. On the positive note, one of the authorities advised us to apply under a new category, ‘Hybrid Air Conditioner. The duration of the application processes were longer than that of typical certifications and testing for conventional air-conditioners.

Being a first mover, notwithstanding many of our corporate clients who were impressed and showed keen interest in our products, EvoAirTM, many of them took a few months to conduct study on their own accord on performance and the energy savings of our products. The Company is building up its traction for the EvoAirTM hybrid air-conditioners for both residentials and commercial/ industrial units through distribution channels, projects, building and businesses as well as private labelling and licensing model.

During the financial period, EvoAir Manufacturing entered into an OEM supply agreement (the “OEM Agreement”) with Tadmonsori Holdings Sdn Bhd (“THSB”) pursuant to which the parties have agreed for THSB to purchase certain products (the “Products”) from EvoAir Manufacturing to resell directly under THSB’s branding, trademark, graphics, packaging designs and artwork, with the insertion of the words “Powered by EvoAir” inserted at the back of each Product, to THSB end user customers. The OEM Agreement will be renewable on a three-year basis, and upon the execution of the Agreement, THSB shall have made a minimum order of 3,000 units of the Products upon signing of the OEM Agreement, and to target a total sales turnover of 105,000,000 Malaysia Ringgit (approximately US$22,522,522, as calculated at the Foreign Exchange Rate of US$1 = 4.6620 Malaysia Ringgit on December 8, 2023, as published in H.10 statistical release of the United States Federal Reserve Board) over 3 years from January 1, 2024 to December 31, 2026.

The cost of revenue was $56,741, or 63% of revenue, for the three months ended May 31, 2024, as compared to $124,647, or 75% of revenue, in the same financial period in 2023. The decline in cost of revenue for the comparative figures is in line with the drop in sales for the eco-friendly air-conditioner products. Cost of revenues includes production costs and purchases of goods.

Gross profit was $32,875, or a gross profit margin of 37% for the three months ended May 31, 2024, as compared to gross profit of $41,079 in the same financial period in 2023, or a gross profit margin of 25%. The increase in gross profit margin for the comparative figures was attributable to decrease in some of the production costs components such as freight charges.

Operating expenses were $1,007,694 for the three months ended May 31, 2024, compared to $1,468,153 in the corresponding period in 2023, a decrease of $460,459. The decrease in operating expenses was not primarily due to the decrease in general and administrative expenses since the IPO-related offering cost was capitalized.

Other income increased significantly mainly due to $82,389 realized foreign exchange gain from amount due to shareholders wires.

The loss from operation before income taxes for the three months ended May 31, 2024, was $974,441, compared to $1,513,423 for the corresponding period in 2023. The continuous net loss is attributable to EVOH and its subsidiaries (“Group” or “EvoAir Group”)’s focused effort in creating the infrastructure and resources to meet its business expansion needs and lack of economies of scale.

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~~Nine~~Round ~~Months~~2 ~~Ended May 31, 2024, versus Nine Months Ended May 31, 2023~~Stockholders

	Nine Months Ended May 31
	2024			2023			Changes			%
Revenue	$	222,108			379,323			(157,215	)		(41	)%
Cost of revenue		244,142			376,445			(132,303	)		(35	)%
Gross (loss)/profit		(22,034	)		2,878			(24,912	)		(866	)%
Operating expenses		3,998,445			4,321,881			(323,436	)		(7	)%
Loss from operation		(4,020,479	)		(4,319,003	)		(298,524	)		(7	)%
Other income/(expense)		90,959			(71,860	)		162,819			227	%
Loss from operation before income taxes	$	(3,929,520	)		(4,390,863	)		(461,343	)		(11	)%

The Company entered into a series of offerings for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50, as follows:

~~The~~ ● On February 15, 2022, the Company ~~generated~~entered ~~revenues~~into certain share subscription agreement with Ms. Ang Lee Kim Jane, who is a “non-U.S. Persons” (the “Investor”) 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, par value $~~222~~0.001 per share,~~108~~ 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 was $185,185. ● On June 3, 2022, the Company entered into certain share subscription agreement with Mr. Wong Hon Wai who is a “non-U.S. Persons” (the “Investor”) as defined in Regulation S of the ~~nine~~Securities ~~months~~Act ~~ended~~of ~~May~~1933, 31as amended (the “Securities Act”) pursuant to which the Company agreed to issue and sell 5,000 ~~2024~~shares, par value $0.001 per share , at a per share purchase price of $2.50, as ~~compared~~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 $~~379~~2.50. The gross proceeds was $12,~~323~~500. ● 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 ~~nine~~same ~~months~~date, ~~ended~~the ~~May 31~~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, par value $0.001 per share to the Regulation S investors, and (ii) 15,000 shares of Common Stock to the Regulation D investors, respectively par value $0.001 per share, 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. ● On February 20, 2023, the Company entered into Regulation S share subscription agreements with eleven investors, each of whom represented that it was a ~~decrease~~“non-U.S. Persons” as defined in ~~revenue~~Regulation S of the Securities Act. Pursuant to the agreements, the Company agreed to issue and sell in aggregate, (i) 57,783 shares of Common Stock, par value $~~157~~0.001 per share to the Regulation S investors,~~215~~ at a per share purchase price of $2.50 as part of a series of the private placement 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 ~~decline~~gross proceeds in ~~revenue~~aggregate ~~mainly~~was ~~due~~$144,443. ● 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 ~~decrease~~the agreements, the Company agreed to issue and sell in ~~sales~~ aggregate, (i) 250,132 shares of ~~eco~~Common Stock, par value $0.001 per share to the Regulation S Investors, at a per share purchase price of $2.50 as part of a series of the private placement 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 was approximately $625,330. ● 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-~~friendly~~U.S. ~~air~~Persons” as defined in Regulation S of the Securities Act. Pursuant to the agreements, the Company agreed to issue and sell in aggregate, 365,164 shares of Common Stock, par value $0.001 per share to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the private placement 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 was approximately $912,889. ● 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-~~conditioners~~U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the agreement, the Company agreed to issue and sell in aggregate, 8,658 shares of Common Stock, par value $0.001 per share to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the private placement 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 was approximately $21,645.

~~Being first~~Reverse ~~mover~~Stock in launching EvoAirTM, first-of-its-kind eco-friendly air-conditioner with granted patent or utility model/patent or utility model pending HECS system proprietary system, the Group faced both opportunities and challenges. In the course of applying for some of the certifications, safety and performance testing, the relevant authorities/ organizations faced the challenges in assigning our products in the appropriate category under conventional air-conditioner regime. There are instances whereby some of these authorities/ organizations do not possess the relevant equipment to conduct testings. It took a lot of education, discussions, deliberations and working with the authorities/ organizations to work out solutions to resolve compliance and testing matters. On the positive note, one of the authorities advised us to apply under a new category, ‘Hybrid Air Conditioner. The duration of the application processes were longer than that of typical certifications and testing for conventional air-conditioners.Split

~~Being a~~On ~~first~~April ~~mover~~12, ~~notwithstanding~~2024, ~~many~~the Company’s board of ~~our~~directors (the ~~corporate~~“Board”) ~~clients~~unanimously ~~who~~resolved ~~were~~to ~~impressed~~effect ~~and~~a ~~showed~~reverse ~~keen~~stock ~~interest~~split inof ~~our~~the ~~products,~~Company’s ~~EvoAirTM~~common stock, ~~many~~ ofpar ~~them~~value ~~took~~$0.001 aper share ~~few~~(the ~~months~~“Common toStock”), ~~conduct~~at ~~study~~a onratio ~~their~~of ~~own~~1-for-4. ~~accord~~Following such resolution, on ~~performance~~September ~~and~~9, 2024, the ~~energy~~Company ~~savings~~filed a Certificate of ~~our~~Amendment ~~products.~~(the ~~The~~“Certificate ~~Company is~~of ~~building~~Amendment”) upwith ~~its~~the ~~traction~~Secretary ~~for~~of ~~the~~State ~~EvoAirTM~~of ~~hybrid~~the ~~air-conditioners~~State ~~for~~of ~~both~~Nevada ~~residentials~~to ~~and~~effect ~~commercial/~~the ~~industrial~~reverse ~~units~~stock ~~through~~split, ~~distribution~~with ~~channels,~~an ~~projects,~~effective ~~building~~time ~~and~~of ~~businesses~~9:00AM. asEastern ~~well~~Time ason ~~private~~September ~~labelling~~11, ~~and~~2024 ~~licensing~~(the ~~model~~“Reverse Stock Split”).

~~During the~~Split ~~financial~~Adjustment; ~~period,~~Treatment EvoAir Manufacturing entered into an OEM supply agreement (the “OEM Agreement”) with Tadmonsori Holdings Sdn Bhd (“THSB”) pursuant to which the parties have agreed for THSB to purchase certain products (the “Products”) from EvoAir Manufacturing to resell directly under THSB’s branding, trademark, graphics, packaging designs and artwork, with the insertion of ~~the~~Fractional words “Powered by EvoAir” inserted at the back of each Product, to THSB end user customers. The OEM Agreement will be renewable on a three-year basis, and upon the execution of the Agreement, THSB shall have made a minimum order of 3,000 units of the Products upon signing of the OEM Agreement, and to target a total sales turnover of 105,000,000 Malaysia Ringgit (approximately US$22,522,522, as calculated at the Foreign Exchange Rate of US$1 = 4.6620 Malaysia Ringgit on December 8, 2023, as published in H.10 statistical release of the United States Federal Reserve Board) over 3 years from January 1, 2024 to December 31, 2026.Shares

~~Cost of~~As ~~revenue~~a ~~was~~result ~~$244,142 or 110%~~ of ~~revenue~~the ~~for~~1:4 ~~the~~Reverse ~~nine~~Stock ~~months~~Split, ~~ended~~each ~~May~~4 pre-split ~~31,~~shares ~~2024,~~of asCommon ~~compared~~Stock tooutstanding ~~$376,445~~will orautomatically ~~99%~~combine ofinto ~~revenue~~one innew ~~the same~~share ~~financial~~of ~~period~~Common inStock ~~2023.~~without ~~The~~any ~~decline~~action inon ~~cost~~the part of ~~revenue~~the ~~for~~holders, and the ~~comparative~~number ~~figures~~of isoutstanding inshares ~~line~~of ~~with~~Common ~~the~~Stock ~~drop~~was inreduced ~~sales~~from ~~for~~102,742,362 ~~the eco-friendly~~shares ~~air~~to ~~conditioner~~25,685,591 ~~products.~~shares ~~Cost~~(subject to ofrounding ~~revenues~~up ~~includes~~of ~~production~~fractional ~~costs~~shares ~~and~~to ~~purchases~~the ofnearest ~~goods~~whole number).

~~Gross loss~~No ~~was~~fractional ~~$22,034~~shares orwere ~~negative~~issued ~~gross~~in ~~profit~~connection ~~margin of 10% for the nine months ended May 31, 2024, as compared to gross profit of $2,878~~with in the ~~same~~Reverse ~~financial~~Stock ~~period in 2023 or gross profit margin of 1%~~Split. ~~The~~Fractional ~~decrease~~shares inwere ~~gross~~rounded ~~profit~~up ~~and gross margin is mainly due~~ to the ~~higher~~nearest ~~cost~~whole of revenue from manufacturing and related costs and the lack of economy of scale during the commercialization stage. The Company anticipates an improvement in income and gross profit margin with the improvement of revenue streams from the distributor and dealership model, projects, and private labeling and licensing model. number

~~Operating expenses~~Share were $3,998,445 for the nine months ended May 31, 2024, compared to $4,321,881 in the corresponding period in 2023, a decrease of $323,436. The decrease in operating expenses was not primarily due to the decrease in general and administrative expenses since the IPO-related offering cost was capitalized.Issuance

~~Other income~~On ~~increased~~November ~~significantly~~25, ~~mainly~~2024, ~~due~~the toCompany ~~$82~~issued,~~389~~ ~~realized~~in ~~foreign~~aggregate, 679,516 ~~exchange~~shares ~~gain~~of ~~from~~Common Stock, representing 2.5% of the ~~amount~~issued ~~due~~and tooutstanding ~~shareholders’~~shares ~~wires. In~~of ~~the~~Common ~~corresponding~~Stock ~~period~~to certain project management consultant in ~~2023,~~consideration itfor ~~was~~their ~~primarily~~services ~~realized~~in ~~foreign~~relation ~~exchange~~to ~~loss~~proposed initial public offering.

~~The loss~~On ~~from~~November ~~operation~~25, ~~before~~2024, ~~income taxes for~~ the ~~nine~~Company ~~months ended May 31~~issued, ~~2024,~~in ~~was $3~~aggregate,~~929~~ 815,~~520~~419 asshares ~~compared~~of toCommon $4Stock,~~390,863~~ ~~for~~representing ~~the~~3.0% ~~corresponding period~~of inthe ~~2023.~~issued ~~The~~and ~~continuous~~outstanding ~~net~~shares ~~loss~~of isCommon ~~attributable~~Stock to ~~the~~certain ~~Group’s~~corporate ~~focused effort in creating the infrastructure~~ and ~~resources~~business toconsultant ~~meet~~in ~~the~~consideration ~~business~~for ~~expansion~~their ~~needs~~consulting ~~of the Group as well as the lack of economies of scale~~services.

Liquidity and Capital Resources

Working Capital

	As of			As of
	May 31, 2024			August 31, 2023		Changes			%
Current assets	$	1,307,602		$	2,071,164	$	(763,562	)		(37	)%
Current liabilities		1,495,950			964,642		531,308			55	%
Working capital		(188,348	)		1,106,522		(1,294,870	)		(117	)%

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AsPlan ~~at May 31, 2024, our company’s current liabilities stood at $1,495,950, which included accounts payable and accruals~~ of ~~$227,472, other~~Operation ~~payables of $21,229, current portion hire purchase creditor $7,472, amount due to shareholders $756,682, current portion operating lease liabilities of $91,658~~ and ~~the deferred revenue of $391,437.~~Funding

AsWe atexpect ~~May~~that ~~31,~~working ~~2024~~capital ~~our~~requirements ~~company~~will ~~had~~continue ato ~~deficit~~be ~~working~~funded ~~capital~~through ofinternally ~~$188,348~~generated ~~compared~~funds ~~with~~and ~~the~~proceeds ~~positive~~from ~~working~~issuances ~~capital~~ of ~~$1,106,522 as at~~ ~~August 31, 2023~~securities. ~~The~~Our ~~drop in~~ working capital ~~for~~requirements ~~the~~are ~~comparative~~expected ~~figures was mainly attributable~~ to ~~the decrease in cash proceeds from issuance of common stock or capital contribution, decrease in deposits, prepayments and other receivables,~~ increase in ~~accounts~~line ~~payable and~~with ~~accruals and~~ the ~~increase~~growth inof ~~amount~~our ~~owing to shareholders~~business.

~~Cash~~Existing ~~Flows~~working capital, proceeds from issuance of securities, further advances, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through internally generated funds, advances and proceeds from issuance of securities. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) research and development; (ii) expansion of product offerings; (iii) geographical expansion; and (iv) marketing expenses. We intend to finance these expenses with further issuances of securities and advances. Thereafter, we expect we will need to raise additional capital and generate revenue to meet long-term operating requirements. Additional issuances of equity will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

~~Nine~~Results ~~Months~~of ~~Ended May 31, 2024, versus Nine Months Ended May 31, 2023~~Operations

	May 31, 2024			May 31, 2023			Changes			%
Cash flows used in operating activities	$	(70,472	)		(755,916	)		685,444			(91	)%
Cash flows used in investing activity		(102,414	)		(29,473	)		(72,941	)		247	%
Cash flows (used in) generated from financing activities		(389,863	)		1,219,514			(1,609,377	)		(132	)%
Net changes in cash		(562,749	)		434,125			(996,874	)		(230	)%

The 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.

~~The~~Three ~~Company’s~~Months ~~cash~~Ended ~~and~~November ~~cash equivalents stood at $45~~30,~~502~~ ~~as of May 31,~~ 2024~~. Cash used in operating activities for the nine months ended May 31~~, ~~2024,~~versus ~~was~~Three ~~$70,472.~~Months ~~This~~November ~~resulted primarily from a net loss of $3~~30,~~929,520,~~ which was offset by depreciation of $187,729, amortization of $3,118,041, decrease in operating lease right-of-use assets of $61,351, decrease in operating leases liabilities of $64,369, increase in inventories of $104,992, decrease in deferred revenue of $48,632, decrease in deposit, prepayment and other receivables of $147,654, increase in accounts receivable of $12,647, increase in accounts payable and accruals of $56,584, increase in amounts due to shareholders of $524,587 and decrease in other payables of $6,2582023.

Cash used in investing resulted from the purchase of property plant and equipment amounting to $102,414 for the nine months ending May 31, 2024.

	Three Months Ended
	November 30,
	2024			2023			Changes			%
Revenue	$	51,929		$	91,318		$	(39,389	)		(43	)%
Cost of revenue		90,110			100,326			(10,216	)		(10	)%
Gross loss		(38,181	)		(9,008	)		(29,173	)		(324	)%
Operating expenses		4,602,876			1,561,992			3,085,884			203	%
Loss from operation		(4,641,057	)		(1,526,000	)		(3,115,057	)		(204	)%
Other income		153			1,679			(1,526	)		(91	)%
Loss from operation before income taxes	$	(4,640,904	)	$	(1,524,321	)		(3,116,583	)		(204	)%

Cash used in financing activities resulted from hire purchase payments amounting to $5,885, payments of offering costs amounting to $449,576 and proceeds from capital contribution amounting to $65,598 during the nine months ended May 31, 2024.Revenue

The 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 system.

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

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

In 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.

Despite 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.

We 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.

Cost of revenue

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.

Gross loss

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 2023. 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.

Operating expenses

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.

Key components of operating expenses included salaries and related expenses, commissions, rental costs, patent and trademark application/renewal fees, professional and compliance fees.

The Company remains focused on prudent cost management to maintain operational efficiency while supporting strategic initiatives for growth and value creation.

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Other income

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

Loss from operations before income taxes

The Company reported a loss from operations before income taxes of $4,640,904 for the three months ended November 30, 2024, compared to $1,524,321 in the corresponding period in 2023.

The 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 the bottom line.

Management 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.

Liquidity and Capital Resources

Working capital

	As of			As of
	November 30, 2024			August 31, 2024			Changes			%
Current assets	$	737,134		$	790,752		$	(53,618	)		(7	)%
Current liabilities		2,042,381			1,684,638			357,743			21	%
Working capital		(1,305,247	)		(893,886	)		(411,361	)		(46	)%

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

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

As 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.

Cash flows

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

	November 30, 2024			November 30, 2023			Changes			%
Cash flows used in operating activities	$	(41,533	)	$	(103,466	)		61,933			60	%
Cash flows used in investing activity		-			(107,725	)		107,725			100	%
Cash flows used in financing activity		(2,346	)		(1,972	)		(374	)		(19	)%
Net changes in cash		(43,879	)		(213,163	)		169,284			79	%

The 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 $62,246.

Cash 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.

25 | Page

Seasonality

The Company’s business is not subject to seasonality.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report on Form 10-Q, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

23 | Page

Critical Accounting Policies

Revenue recognition

Our revenue recognition policy is in compliance with ASC 606, Revenue from Contracts with Customers that revenue is recognized when a customer obtains control of promised goods and is recognized in an amount that reflects the consideration that we expect to receive in exchange for those goods. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that we expect to receive in exchange for those goods. ~~We apply the following five-step model in order to determine this amount:~~

We apply the following five-step model in order to determine this amount:

(i)	identification of the promised goods and services in the contract;

(ii)	determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii)	measurement of the transaction price, including the constraint on variable consideration;

(iv)	allocation of the transaction price to the performance obligations; and

(v)	recognition of revenue when (or as) the Company satisfies each performance obligation.

We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, we review the contract to determine which performance obligations we must deliver and which of these performance obligations are distinct. We recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, our performance obligations are transferred to customers at a point in time, typically upon delivery for local sales and upon shipment of the products for export sale.

For all reporting periods, we have not disclosed the value of unsatisfied performance obligations for all product revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.

~~Estimates and~~26 ~~Assumptions~~| Page

InEstimates ~~preparing our unaudited condensed consolidated financial statements, we use estimates~~ and assumptions that affect the reported amounts and disclosures. Our estimates are often based on complex judgments, probabilities and assumptions that we believe to be reasonable, but that are inherently uncertain and unpredictable. We are also subject to other risks and uncertainties that may cause actual results to differ from estimated amounts. Significant estimates in 2024 and 2023 include the assumptions used to value tax liabilities, derivative financial instruments, the estimates of the allowance for deferred tax assets, the accounts receivable allowance, impairment of intangible assets and long-lived assets and inventory write-offs.

~~Due~~The topreparation ~~the~~of ~~COVID-19~~financial ~~pandemic,~~statements ~~there~~in ~~has~~conformity ~~been~~with ~~uncertainty~~U.S. ~~and~~GAAP ~~disruption~~requires in the ~~global~~Management ~~economy~~to make estimates and ~~financial~~assumptions ~~markets~~that ~~which~~affect the ~~could~~reported ~~impact~~amounts ~~our estimates~~of assets and ~~assumptions.~~liabilities Weand ~~have~~the ~~assessed~~disclosure ~~the~~of ~~impact~~contingent assets and ~~are~~liabilities ~~not~~at ~~aware~~the date of ~~any~~the ~~specific~~financial ~~events~~statements and orthe ~~circumstances~~reported ~~that~~amounts ~~required~~of ansales ~~update to~~and ~~our~~expenses ~~estimates~~during ~~and~~the ~~assumptions~~reporting orperiods. ~~materially~~Key ~~affected~~estimates in the ~~carrying~~accompanying ~~value~~unaudited ofcondensed ~~our~~consolidated financial ~~assets~~statements orinclude, ~~liabilities~~inter-alia, asrevenue ofrecognition, ~~the~~allowances ~~date~~for ofdoubtful ~~issuance~~accounts ofand product returns, provisions ~~this~~for ~~Quarterly~~obsolete ~~Report~~inventory, onvaluation ~~Form~~of 10long-Q.lived ~~These~~assets ~~estimates~~and ~~may~~rights ~~change~~of asuse ~~new~~(“ROU”) ~~events~~assets ~~occur~~(including lease liabilities), and deferred ~~additional~~income ~~information~~tax isasset ~~obtained~~valuation allowances. Actual results could differ materially from these estimates ~~under different assumptions or conditions~~.

~~24 | Page~~Going concern

~~Going~~The ~~Concern~~Company’s financial statements as of November 30, 2024, 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.

As of ~~May~~November 3130, 2024, and August 31, ~~2023~~2024, the Company had an accumulated deficit of $1743,~~227~~957,~~187~~ 258 and $1339,~~523~~401,~~266~~857 respectively. The Company incurred net loss of $34,~~929~~640,~~520~~904 and $ $41,~~390~~524,~~863~~321 for the ~~nine~~three months ended ~~May~~November 3130, 2024, and November 30, 2023, respectively. The cash used in operating activities was $7041,~~472~~533 ~~and $755,916~~ for the ~~nine~~three months ended ~~May~~November 3130, 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.

~~With~~To ~~the~~address ~~development~~these ofchallenges aand ~~HVAC~~ensure ~~Business~~the ~~contemplated~~Company’s ~~under~~long-term ~~the Transactions~~viability, ~~the~~ Management ~~believes~~has ~~that~~developed ~~the~~a ~~actions~~strategic toplan befocused ~~taken~~on by the ~~Management~~continued todevelopment ~~further~~and ~~implement the business plans for the HVAC Business including~~ expansion ~~in product offerings, geographical expansion, generate revenue through expansion~~ of ~~revenue~~its ~~streams~~HVAC and customer base (retail, commercial, industrial, projects as well as private label and licensing clientele), improvement of profitability by achieving economies of scale provide the opportunity for the Company to continue as a going concernbusiness. InKey ~~addition,~~initiatives ~~the Company is also working on raising additional funding in conjunction with the Company’s plan to uplisting on Nasdaq Capital Market to finance the operations as well as business expansion.~~include:

~~Material~~Additionally, ~~Commitments~~the Company is actively pursuing plans to raise additional funding to support operations and business expansion. This includes preparations to uplist on the Nasdaq Capital Market, which is expected to enhance access to capital and further strengthen the Company’s financial position.

WeThe consolidated financials have nobeen ~~material~~prepared ~~commitments~~assuming that the Company will continue as a going concern and accordingly financial statements do not include any adjustments related to the recoverability and classification of ~~May~~assets ~~31,~~or ~~2024~~the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Recent~~Material ~~Accounting Pronouncements~~commitments

~~Except~~We ~~for~~have ~~rules~~no ~~and~~material ~~interpretive~~commitments ~~releases~~as of ~~the~~November ~~SEC under the authority of federal securities laws and a limited number of grandfathered standards~~30, ~~the~~ ~~ASC is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company~~2024. ~~Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.~~

InRecent August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related earnings per share guidance. This standard becomes effective for the Company beginning on October 1, 2024. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company adopted this guidance effective September 1, 2023, and the adoption of this standard did not have a material impact on its consolidated financial statements.pronouncements

In 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 ~~condensed~~ consolidated financial statements.

2527 | Page

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our Management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-14(a)(e) and 15d-14(a) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s Management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our Management of the effectiveness of the design and ~~operation~~ operation of our disclosure controls and procedures as of ~~May~~November 3130, 2024. Based on our Management’s evaluation under the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, our Management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the assessment described above, Management identified the following control deficiencies that represent material weaknesses as at ~~May~~November 3130, 2024:

■

Due to our limited resources, we do not have enough accounting personnel with extensive experience in maintaining books and records and preparing financial statements in accordance with U.S. GAAP which could lead to untimely identification and resolution of accounting matters inherent in our financial transactions in accordance with U.S. GAAP.

■	The Company has insufficient written policies and procedures for accounting and financial reporting, which led to inadequate financial statement closing process.

■	The Company has a lack of segregation of duties, a lack of audit committee or independent governance/oversight.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the three months period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

2628 | Page

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~On October~~We 8,are ~~2021~~not currently subject to any legal proceedings, aand ~~filing~~to (the ~~“Filing”)~~best of ~~was~~our ~~made~~knowledge, ~~with~~no such proceeding is threatened, the ~~Kuala~~results ~~Lumpur~~of ~~High~~which ~~Court~~would byhave a ~~reseller~~material ~~(the~~impact ~~“Reseller”) of~~on the Company’s ~~INCU~~properties, results ~~ionic~~of ~~nano~~operations, ~~copper~~or ~~solution~~financial (condition. Nor, to the ~~“Solution”)~~best ~~and~~of our knowledge, are any of the ~~Reseller~~Company’s ~~related~~officers ~~party~~or ~~(together~~directors ~~with~~involved ~~the~~in ~~Reseller,~~any ~~the~~legal ~~“Plaintiffs”)~~proceedings in which we are an adverse party.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Management is not aware of any unregistered sales of equity securities and use of proceeds.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No senior securities were issued and outstanding during the three-month period ended ~~May~~November 3130, 2024

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibits:

10.1 ~~Stock~~Certificate ~~Purchase~~of ~~Agreement~~Amendment, ~~dated~~filed ~~February~~with 26the Secretary of State of Nevada on September 9, ~~2021~~2024* 10.2 Share Transfer Agreement between Low Wai Koon and Unex Holdings Inc., dated December 20, 2021* 10.3 Share Transfer Agreement between Low Wai Koon and WKL Global Limited, dated December 20, 2021* 10.4 Share Transfer Agreement between Low Wai Koon and EvoAir International Limited, dated December 20, 2022* 10.5 Form of Share Exchange Agreement between certain sellers and WKL Eco Earth Holdings Pte. Ltd. whereby Unex Holdings Inc. is the Issuer, dated December 20, 2021* 10.6 Form of Share Exchange Agreement between certain sellers and WKL Eco Earth Holdings Pte. Ltd. whereby Unex Holdings Inc. is the Issuer, dated December 20, 2022* 10.7 Form of Investment Exchange Agreement between certain Seller and WKL Eco Earth Holdings Pte. Ltd. whereby Unex Holdings Inc. is the Issuer, dated December 20, 2021* 10.8 Form of Deed of Assignment between Low Wai Koon and WKL Eco Earth Holdings Pte Ltd, dated December 20, 2021* 10.9 Form of Deed of Assignment between Low Wai Koon and WKL Eco Earth Holdings Pte Ltd, dated December 20, 2021* 10.10 Form of Subscription Agreement between Ang Lee Kim Jane and Unex Holdings Inc., dated February 15, 2022* 10.11 Form of Subscription Agreement between Wong Hon Wai and Unex Holdings Inc., dated June 3, 2022* 10.12 Supplemental Agreement between Wong Hon Wai and Unex Holdings Inc., dated October 19, 2022* 10.13 Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated October 25, 2022* 10.14 Form of Subscription Agreement between Regulation D Investors and Unex Holdings Inc., dated October 25, 2022* 10.15 Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated July 13, 2023* 10.16 Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated September 7, 2023* 10.17 Form of Subscription Agreement between Regulation S Investor and EvoAir Holdings Inc., dated November 21, 2023* 10.18 OEM Supply Agreement dated December 12, 2023* 31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 101. INS Inline XBRL Instance Document 101. SCH Inline XBRL Taxonomy Extension Schema Document 101. CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101. DEF Inline XBRL Taxonomy Extension Definition Document 101. LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101. PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Previously filed

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EvoAir Holdings Inc.
Dated: July 11, 2024	By:	/s/ Low Wai Koon
Dated: January 17, 2025	By:	/s/ Low Wai Koon
		Low Wai Koon President and Chief Executive Officer
		Low Wai Koon Chairman and Chief Executive Officer
Dated: July 11, 2024	By:	/s/ Ong Bee Chen
Dated: January 17, 2025	By:	/s/ Ong Bee Chen
		Ong Bee Chen Chief Financial Officer

2931 | Page

Filing Compare · EvoAir Holdings Inc.