10-Q - EVOH - Equibles

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

Forthe quarterly period ended ### May 31, 2023

☐

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

EvoAirHoldings Inc.

(Exact name of registrant as specified in its charter)

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

EvoAir

Holdings Inc.

31-A2,Jalan 5/32A

6½ Miles, Off Jalan Kepong

52000Kuala Lumpur, Malaysia

Tel.

+603 6243 3379

(Addressand 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 June 27, 2023
Common<br> Stock, $0.001	102,060,801

EvoAirHoldings Inc.

Part<br> I	FINANCIAL INFORMATION
Item<br> 1	FINANCIAL STATEMENTS (UNAUDITED)	3
Item<br> 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
Item<br> 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23
Item<br> 4	CONTROLS AND PROCEDURES	23
PART<br> II	OTHER INFORMATION
Item<br> 1	LEGAL PROCEEDINGS	24
Item<br> 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24
Item<br> 3	DEFAULTS UPON SENIOR SECURITIES	24
Item<br> 4	MINE SAFETY DISCLOSURES	24
Item<br> 5	OTHER INFORMATION	24
Item<br> 6	EXHIBITS	24
	SIGNATURES	25

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PART

I. FINANCIAL INFORMATION

ITEM

FINANCIAL STATEMENTS

EVOAIR

HOLDINGS INC.

UNAUDITED

CONDENSED CONSOLIDATED BALANCE SHEETS

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

AS

OF MAY 31, 2023 AND AUGUST 31, 2022

			August 31,<br> <br>2022
			(Audited)
ASSETS
Current assets
Cash and cash equivalents	524,861		$	152,304
Accounts receivable	74,032			85,960
Inventories	593,464			618,996
Deposit, prepayments and other receivables	626,453			831,666
Total current assets	1,818,810			1,688,926
Non-current assets
Property, plant and equipment, net	484,702			602,755
Operating lease right-of-use assets	293,734			442,020
Technology-related intangible assets, net	77,258,134			80,376,175
Total non-current assets	78,036,570			81,420,950
TOTAL ASSETS	79,855,380		$	83,109,876
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accruals	141,970		$	216,830
Income tax payable	219			-
Other payables	17,828			31,980
Deferred revenue	443,150			513,072
Hire purchase creditor	1,906			10,135
Amounts due to shareholders	305,425			2,301
Operating lease liability	83,991			117,686
Total current liabilities	994,489			892,004
Non-current liabilities
Hire purchase creditor	19,866			18,207
Operating lease liabilities	222,894			355,186
Total non-current liabilities	242,760			373,393
TOTAL LIABILITIES	1,237,249			1,265,397
Commitments and contingencies (Note 14)	-			-
Shareholders’ equity
Common stock, 1,000,000,000 authorized; 0.001 par value, 102,060,801 and 101,853,397 shares issued and outstanding as at May 31, 2023 and August 31, 2022	102,062			101,854
Additional paid in capital	89,581,377			89,125,872
Shares to be issued	625,330			75,000
Accumulated other comprehensive income	20,147			65,880
Accumulated deficit	(11,666,517	)		(7,465,373	)
Non-controlling interest	(44,268	)		(58,754	)
Total shareholders’ equity	78,618,131			81,844,479
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	79,855,380		$	83,109,876

All values are in US Dollars.

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

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EVOAIR

HOLDINGS INC.

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

FOR

THE THREE AND NINE MONTHS ENDED MAY 31, 2023 AND 2022

	Three months ended						Nine months ended
	May 31,<br> <br>2023			May 31,<br> <br>2022			May 31,<br> <br>2023			May 31,<br> <br>2022
Revenue	$	165,726		$	194,954		$	379,323		$	1,306,717
Cost of revenue		124,647			173,842			376,445			1,075,841
Gross profit		41,079			21,112			2,878			230,876
Operating expenses:
Selling and marketing expenses		8,744			11,015			21,079			35,417
General and administrative expenses		1,459,409			1,429,608			4,300,802			3,218,342
Total operating expenses		1,468,153			1,440,623			4,321,881			3,253,759
Loss from operation		(1,427,074	)		(1,419,511	)		(4,319,003	)		(3,022,883	)
Other income/(expense)
Interest income/(expense)		5			(154	)		11			(1,005,799	)
Other (expense)/income		(86,354	)		(9,691	)		(71,871	)		27,596
Total other expenses		(86,349	)		(9,845	)		(71,860	)		(978,203	)
Loss from operation before income taxes		(1,513,423	)		(1,429,356	)		(4,390,863	)		(4,001,086	)
Income tax credit		-			-			-			-
Net loss	$	(1,513,423	)	$	(1,429,356	)	$	(4,390,863	)	$	(4,001,086	)
Less: Net loss attributable to non-controlling interests		(61,768	)		(136,034	)		(189,719	)		(327,707	)
Net loss attributable to equity holders of the Company		(1,451,655	)		(1,293,322	)		(4,201,144	)		(3,673,379	)
Other comprehensive (loss)/income:
Foreign currency translation adjustment		(50,873	)		(43,838	)		(61,568	)		155,415
Total comprehensive loss		(1,502,528	)		(1,337,160	)		(4,262,712	)		(3,517,964	)
Less: net comprehensive income/(loss) attributable to non-controlling interests		396			(58,476	)		(293	)		(82,674	)
Net comprehensive loss attributable to equity holders of the Company		(1,502,132	)		(1,395,636	)		(4,263,005	)		(3,600,638	)
Net loss attributable to equity holders of the Company per common share:
Basic and diluted		(0.01	)		(0.01	)		(0.04	)		(0.08	)
Weighted average number of common shares outstanding:
Basic and diluted		102,006,158			101,788,985			101,973,553			48,812,267

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

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EvoAir

HOLDINGS INC.

UNAUDITED

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

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

FOR

THE THREE AND NINE MONTHS ENDED MAY 31, 2023 AND 2022

	shares		amount		capital			deficit			income			issued			interests			Total
	Common Stock				Additional<br> <br>paid in			Accumulated			Accumulated<br> <br>other<br> <br>comprehensive			Shares<br> <br>to be			Non-<br> <br>controlling
	shares		amount		capital			deficit			income			issued			interests			Total
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
Capital contribution		-		-		100			-			-			-			-			100
Issuance of common stock pursuant to capital raising		149,621		150		373,905			-			-			(75,000	)		-			299,055
Foreign currency translation adjustment		-		-		-			-			(13,723	)		-			(4,184	)		(17,907	)
Net loss		-		-		-			(1,373,327	)		-			-			(67,035	)		(1,440,362	)
Balance as of November 30, 2022		102,003,018	$	102,004	$	89,499,877		$	(8,838,700	)	$	52,157		$	-		$	(129,973	)	$	80,685,365
Foreign currency translation adjustment		-		-		-			-			3,717			-			3,495			7,212
Issuance of common stock pursuant to share subscription agreement		-		-		-			-			-			144,443			-			144,443
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
Foreign currency translation adjustment		-		-		-			-			(51,269	)		-			396			(50,873	)
Issuance of common stock for cash		57,783		58		144,385			-			-			(144,443	)		-			-
Issuance of common stock pursuant to share subscription agreement		-		-		-			-			-			625,330			-			625,330
Capital contribution by non-controlling interests		-		-		(62,885	)		-			15,542			-			204,498			157,155
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		$	625,330		$	(44,268	)	$	78,618,131

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

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EvoAir

HOLDINGS INC.

UNAUDITED

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

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

FOR

THE THREE AND NINE MONTHS ENDED MAY 31, 2023 AND 2022

	Common Stock				Additional<br> <br>paid in			Accumulated			Accumulated<br> <br>other<br> <br>comprehensive			Shares<br> <br>to be			Non-<br> <br>controlling
	shares		amount		capital			deficit			income			issued			interests			Total
Balance as of August 31, 2021		2,970,000	$	2,970	$	2,890,471		$	(2,233,496	)	$	5,696		$	861,883		$	167,967		$	1,695,491
Foreign currency translation adjustment		-		-		-			-			168,590			-			19,013			187,603
Net loss		-		-		-			(275,208	)		-			-			(108,124	)		(383,332	)
Balance as of November 30, 2021		2,970,000	$	2,970	$	2,890,471		$	(2,508,704	)	$	174,286		$	861,883		$	78,856		$	1,499,762
Foreign currency translation adjustment		-		-		-			-			6,466			-			5,185			11,651
Beneficial conversion feature on financial liability -convertible bonds		-		-		1,005,645			-			-			-			-			1,005,645
Issuance of common stock for convertible bonds		1,116,055		1,116		996,088			-			10,795			-			-			1,007,999
Issuance of common stock pursuant to share exchange agreement		102,000		102		(102	)		-			-			-			-			-
Issuance of common stock for technology-related intangible assets		83,147,767		83,148		83,064,619			-			-			-			-			83,147,767
Issuance of common stock pursuant to capital raising		14,443,501		14,444		847,439			-			-			(861,883	)		-			-
Net loss		-		-		-			(2,104,849	)		-			-			(83,549	)		(2,188,398	)
Balance as of February 28, 2022		101,779,323	$	101,780	$	88,804,160		$	(4,613,553	)	$	191,547		$	-		$	492		$	84,484,426
Balance		101,779,323	$	101,780	$	88,804,160		$	(4,613,553	)	$	191,547		$	-		$	492		$	84,484,426
Foreign currency translation adjustment		-		-		-			-			(102,314	)		-			58,476			(43,838	)
Issuance of common stock for cash		74,074		74		185,111			-			-			-			-			185,185
Net loss		-		-		-			(1,293,322	)		-			-			(136,034	)		(1,429,356	)
Balance as of May 31, 2022		101,853,397	$	101,854	$	88,989,271		$	(5,906,875	)	$	89,233		$	-		$	(77,066	)	$	83,196,417
Balance		101,853,397	$	101,854	$	88,989,271		$	(5,906,875	)	$	89,233		$	-		$	(77,066	)	$	83,196,417

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

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

FOR

THE NINE MONTHS ENDED MAY 31, 2023 AND 2022

	May 31,<br> <br>2023			May 31,<br> <br>2022
Cash flows from operating activities
Net loss	$	(4,390,863	)		(4,001,086	)
Adjustments for non-cash income and expenses:
Depreciation		126,139			59,987
Amortization		3,118,041			1,778,828
Property, plant and equipment impairment and abandonments		21,387			-
Changes in operating assets and liabilities:
Beneficial conversion feature of convertible bonds		-			1,005,645
Decrease in accounts receivable		11,928			66,824
Decrease/(Increase) in inventories		25,532			(408,290	)
Decrease in deposit, prepayments and other receivables		205,213			194,879
Decrease in operating lease right-of-use assets		148,286			-
Decrease in accounts payable and accruals		(74,641	)		(514,333	)
Decrease in deferred revenue		(69,922	)		-
Decrease in operating lease liabilities		(165,987	)		(22,321	)
(Decrease)/Increase in other payables		(14,152	)		848,576
Increase/(Decrease) in amounts due to shareholders		303,124			(31,746	)
Net cash used in operating activities	$	(755,915	)	$	(1,023,037	)
Cash flows from investing activity
Purchase of property, plant and equipment		(29,473	)		(566,734	)
Cash used in investing activity	$	(29,473	)	$	(566,734	)
Cash flows from financing activities
Payments of hire purchase		(6,570	)		-
Proceeds from issuance of common stock		443,498			-
Proceeds from shares to be issued		625,330			-
Proceeds from capital contribution		157,255			185,185
Net cash generated from financing activities	$	1,219,513		$	185,185
Net increase/(decrease) in cash and cash equivalents		434,125			(1,404,586	)
Effect of exchange rate changes		(61,568	)		155,415
Cash and cash equivalents at start of year		152,304			1,714,890
Cash and cash equivalents at end of year		524,861			465,719
Supplemental disclosure of non-cash investing and financing information:
Common stock issued for technology-related intangible assets	$	-		$	83,147,767
Common stock issued for convertible bonds	$	-		$	1,007,999
Right-of-use assets obtained in exchange for operating lease obligations	$	-		$	525,381

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 NINE MONTHS ENDED MAY 31, 2023, AND 2022

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 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 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 stock to certain parties. On completion of the Allotment Transactions, the total number of issued and outstanding shares of common stock of the Company were 101,779,323 (“Enlarged Share Capital”):

(A)	On<br> December 20, 2021, Dr. Low and Chan Kok Wei entered into a share exchange agreement with WKL Eco Earth Holdings Pte Ltd (“WKL<br> Eco Earth Holdings”), pursuant to which Dr. Low and Chan Kok Wei agreed to sell all their ordinary shares of WKL Green Energy<br> Sdn Bhd (“WKL Green Energy”) to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global<br> Limited and Allegro Investment (BVI) Limited of 24,000 shares and 6,000 shares of common stock, respectively, or approximately 0.02%<br> and 0.01% of the Enlarged Share Capital, respectively.
(B)	On<br> December 20, 2021, Dr. Low, Chan Kok Wei, Ong Bee Chen and certain sellers (“WKLEE Sellers”) entered into a share exchange<br> agreement with WKL Eco Earth Holdings, pursuant to which Dr. Low, Chan Kok Wei, Ong Bee Chen and WKLEE Sellers agreed to sell all<br> their ordinary shares of WKL Eco Earth Sdn Bhd (“WKL Eco Earth”) to WKL Eco Earth Holdings in consideration for the allotment<br> and issuance to WKL Global Limited, Allegro Investment (BVI) Limited and WKLEE Sellers of 49,320 shares, 8,280 shares and in aggregate<br> 14,400 shares, respectively, of the common stock of the Company, or approximately 0.05%, 0.009% and in aggregate 0.014%, respectively,<br> of the Enlarged Share Capital.
(C)	On<br> December 20, 2021, Tan Soon Hock, Ivan Oh Joon Wern and certain relevant interest holders (“Relevant Interest Holders”)<br> entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to which Tan Soon Hock, Ivan Oh Joon Wern and<br> the Relevant Interest Holders agreed to sell all relevant interests in the EVOH and its subsidiaries (“EvoAir Group”<br> or the “Group”) to WKL Eco Earth Holdings in consideration for the allotment and issuance of 7,037,762 shares, 2,520,000<br> shares and in aggregate 6,001,794 shares, respectively, of the common stock of the Company, or approximately 6.91%, 2.48% and in<br> aggregate 5.90%, respectively, of the Enlarged Share Capital. The board of directors and majority shareholders of the Company have<br> approved the transaction.
(D)	On<br> December 20, 2021, Dr. Low entered into two deeds of assignment of intellectual properties with WKL Eco Earth Holdings, in respect<br> of Dr. Low’s patents and patent applications relating to eco-friendly air-conditioner condenser (external unit), evoair^TM^and the trademarks and trademark applications described in the deeds of assignment thereunder, and in respect of Dr. Low’s<br> patents and patents applications relating to the portable air-conditioner, e-Cond EVO^TM^ and the trademarks and trademark<br> applications as described in the deeds of assignment thereunder (together, the “IP Assignments”). Pursuant to the IP<br> Assignments, WKL Global Limited, Allegro Investment (BVI) Limited and certain nominees shall be allotted and issued 63,362,756 shares,<br> 14,297,259 shares and in aggregate 5,487,752 shares, respectively of the Company’s common stock or approximately 62.25%, 14.05%<br> and in aggregate 5.39%, respectively of the Enlarged Share Capital in consideration for the IP Assignments.

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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 will consist of the prior operations of EvoAir International and its subsidiaries.

EvoAir International is a company incorporated in the British Virgin Islands (“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”.

Detailsof the Company’s subsidiaries:

SUMMARY

OF CONSOLIDATED SUBSIDIARIES

Subsidiaries of EVOH
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	%
Subsidiary of EvoAir Manufacturing (M) Sdn Bhd
Evo Air Marketing (M) Sdn Bhd (Malaysia)	100	%

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 Limited 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.

NOTE

3 – GOING CONCERN

The Company’s financial statements as of May 31, 2023, is prepared using generally accepted accounting principles in the U.S. (“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 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 31, 2023 and August 31, 2022, the Company had an accumulated deficit of $11,666,517 and $7,465,373 respectively. The Company incurred net loss of $4,390,863 and $4,001,086 for nine months ended May 31, 2023 and May 31, 2022, respectively. The cash used in operating activities were $755,915 and $1,023,037 for the nine months ended May 31, 2023 and May 31, 2022, 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.

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With the injection of a viable business into the Company (“HVAC Business”) contemplated under the Transactions (defined in Note 1), the Management believes that the actions to be taken by the Management to further implement the business plans for the HVAC Business including expansion in product offerings, geographical expansion, generate revenue through expansion of revenue streams 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 concern. In addition, the Company is also working on raising additional funding to finance the operations as well as business expansion.

The unaudited condensed consolidated financial statements 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

Basisof Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Group 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

unaudited condensed consolidated financial statements include the accounts of EvoAir International, WKL Eco Earth Holdings and its subsidiaries namely (i) 100% owned WKL Eco Earth, (ii) 100% owned WKL Green Energy, (iii) 67.5% owned EvoAir Manufacturing (which includes its wholly owned subsidiary Evo Air Marketing), (iv) 55% owned WKL EcoEarth Indochina, and (v) 55% owned WKL Guanzhe.

As WKL Eco Earth and WKL Green Energy were under common control at the time of the Transactions, it is required under U.S. GAAP to account for this common control acquisition in a manner similar to the pooling of interest method of accounting. Under this method of accounting, the Company’s condensed consolidated balance sheets as of May 31, 2023 and August 31, 2022, reflect WKL Eco Earth and WKL Green Energy on a historical carryover basis in the assets and liabilities instead of reflecting the fair market value of the assets and liabilities.

All intercompany accounts and transactions have been eliminated on 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 unaudited condensed consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interests in the results of the Company are presented on the face of the unaudited condensed consolidated statements of operations and comprehensive loss as an allocation of the total loss for the year between non-controlling interest holders and the shareholders of the Company.

Useof Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the 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 unaudited condensed consolidated financial statements include, inter-alia, 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.

FiscalYear End

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

Cashand 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 institutions.

WKL Guanzhe’s business is primarily conducted in China and substantially all of its revenue is denominated in Chinese Renminbi (“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.

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ComprehensiveGain 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 31, 2023 and May 31, 2022, the Company established that there are items that represented components of comprehensive income and, therefore, has included a statement of comprehensive income/loss in the financial statements.

ForeignCurrency Translation

The functional currency of Chinese operations is 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”). The 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 revenue and expenses.

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing on 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 (“US$”), 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/loss, a separate component of shareholders’ equity in the statement of changes in equity/deficit.

AccountsReceivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the net value of face amount less any allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in our existing accounts receivable. An allowance for doubtful accounts 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 doubtful accounts 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 May 31, 2023, and August 31, 2022, our accounts receivable amounted to $74,032 and $85,960, respectively, with no allowance for doubtful accounts for both periods.

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.

We value 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 and Other 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. 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.

SUMMARY

OF ESTIMATED USEFUL LIVES OF ASSETS

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

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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.

IntangibleAssets and Other Long-Lived Assets

The Company’s intangible assets consist of patents, trademarks, patent and trademark applications including patents, trademarks, patent and trademark applications 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.

RevenueRecognition

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.

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 revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

DeferredRevenue

The

Company collects deposits from customers in advance for some business contracts. The customer payments received in advance are recorded as deferred revenue on the balance sheet. The Company recognized $443,150, and $513,072 deferred revenue as of May 31, 2023, and August 31, 2022, respectively.

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 ROU 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 unaudited condensed consolidated balance sheet as of May 31, 2023, and August 31, 2022.

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 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.

IncomeTaxes

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 unaudited condensed 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. 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.

Measurementof 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 31, 2023, the Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

RecentlyIssued Accounting Pronouncements

Except for rules and interpretive releases of the SEC under the authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. 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.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 adds a current expected credit loss (“CECL”) impairment model to U.S. GAAP that is based on expected losses rather than incurred losses. Modified retrospective adoption is required with any cumulative-effect adjustment recorded to retained earnings as of the beginning of the period of adoption. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within the year of adoption. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not expect the application of the CECL impairment model to have a significant impact on its allowance for uncollectible amounts for accounts receivable.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. This ASU should be applied prospectively to acquisitions occurring on or after the effective date of December 15, 2022, and early adoption is permitted.

The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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NOTE

5 INVENTORIES

Inventories consist of the following:

SUMMARY

OF INVENTORIES

	May 31,<br> <br>2023		August 31,<br> <br>2022
Finished goods	$	300,528	$	385,102
Raw materials and supplies		149,862		162,820
WIP		143,074		71,074
Total inventories on hand	$	593,464	$	618,996

NOTE

6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES

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

SCHEDULE

OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

	May 31,<br> <br>2023		August 31,<br> <br>2022
Deposits and prepayment	$	28,287	$	61,270
Other receivables (Advances to suppliers)		598,166		770,396
Total	$	626,453	$	831,666

NOTE

7 PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant, and equipment consist of the following:

SCHEDULE

OF PROPERTY, PLANT AND EQUIPMENT

	May 31,<br> <br>2023			August 31,<br> <br>2022
Plant and machineries	$	463,501		$	464,019
Office equipment		56,284			55,587
Vehicles		77,933			71,860
Furniture and equipment		22,410			26,577
Renovation		113,942			134,309
Property plant and equipment gross		734,070			752,352
Less: Accumulated depreciation		(249,368	)		(149,597	)
Property, plant and equipment, net	$	484,702		$	602,755

Depreciation

expense for the year ended August 31, 2022 was $95,158. Depreciation expenses for the nine months ended May 31, 2023 was $126,139. During the nine months period ended May 31, 2023, there are property, plant and equipment with net book value of $21,387 impaired and abandoned due to termination of tenancy.

NOTE

8 – INTANGIBLE ASSETS

The below table summarizes the identifiable intangible assets as of May 31, 2023 and August 31, 2022:

SUMMARY

OF INTANGIBLE ASSETS

	May 31,<br> <br>2023			August 31,<br> <br>2022
Technology 1- Portable Air Cooler	$	27,438,763		$	27,438,763
Technology 2- Condensing Unit		55,709,004			55,709,004
Finite- lived intangible assets, gross		83,147,767			83,147,767
Less: Accumulated amortization		(5,889,633	)		(2,771,592	)
Intangible assets, net	$	77,258,134		$	80,376,175

Amortization

expense for the year ended August 31, 2022 was $2,771,592. Amortization expenses for the nine months ended May 31, 2023 was $3,118,041.

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NOTE

9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

Account payables and accruals, and other payables consist of the following:

SCHEDULE

OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE

	May 31,<br> <br>2023		August 31,<br> <br>2022
Accounts payable	$	57,331	$	110,782
Accruals		84,639		106,048
Other payables		17,828		31,980
Total	$	159,798	$	248,810

NOTE

10 RELATED PARTY TRANSACTIONS

Amountsdue to shareholders

Amounts

due to shareholders are non-interest bearing, unsecured, have no fixed repayment term, and are not evidenced by any written agreement. The Company reported amount due to shareholders of $305,425 and $2,301 as of May 31, 2023 and August 31, 2022, respectively.

EcoAwareness Sdn Bhd

Eco Awareness Sdn Bhd is related to a common shareholder. Eco Awareness Sdn Bhd was our main distributor for E-cond^Life^ product. Eco Awareness Sdn Bhd has been re-designated as distributor in October 2022.

The sales generated from Eco Awareness Sdn Bhd amounted to $Nil and $172,475 during the nine months ended May 31, 2023 and May 31, 2022, respectively. The accounts receivable from Eco Awareness Sdn Bhd amounted to $Nil as of both May 31, 2023 and August 31, 2022.

The purchases from Eco Awareness Sdn Bhd amounted to $Nil and $71,162 during the nine months ended May 31, 2023 and May 31, 2022, respectively. The accounts payable due to Eco Awareness Sdn Bhd amounted to $Nil as of both May 31, 2023, and August 31, 2022.

NOTE

11 SHAREHOLDERS’ 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 months ended May 31, 2022, the Company issued 1,116,055 shares of common stock in connection with the conversion of $1,007,999 in principal related to its convertible bonds.

During

the nine months ended May 31, 2022, the Company issued 83,147,767 shares of common stock in connection with Dr. Low’s two deeds of assignments of intellectual properties.

During

the nine months ended May 31, 2022, the Company issued 14,443,501 shares of common stock pursuant to investment exchange agreement with relevant interest holders in relation to capital raising undertaken by WKL Eco Earth Holdings in prior years.

During

the nine months period ended May 31, 2022, the Company issued 30,000 shares of common stock pursuant to share agreement with WKL Eco Earth Holdings for acquisition of WKL Green Energy and issued 72,000 shares of common stock pursuant to share exchange agreement for the acquisition of WKL Eco Earth.

During

the nine months period ended May 31, 2023, the Company issued 207,404 shares of common stock, par value $0.001 per share at a per share purchase price of $2.50 for gross proceeds of $443,498, 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.

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, 2023, the Company also received cash proceeds of $625,330 from 250,131 shares to be issued, and those shares were not issued as of the report date.

As

of May 31, 2023, and May 31, 2022, the Company had 102,060,801 and 101,853,397 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, which concerns Foreign Investment Enterprises and Foreign Enterprises and various local income tax laws (“the Income Tax Laws”). We routinely undergo examinations in the jurisdictions in which we operate.

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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.

The components of net deferred tax assets are as follows:

SCHEDULE

OF COMPONENTS ON NET DEFERRED TAX ASSET

	May 31,<br> <br>2023			August 31,<br> <br>2022
Net operating loss carry-forward	$	11,670,000		$	7,470,000
Less: valuation allowance		(11,670,000	)		(7,470,000	)
Net deferred tax asset		-			-

The

Company had net operating loss carry forwards for tax purposes of approximately $11,670,000 as of May 31, 2023, and approximately $7,470,000 as of August 31, 2022, 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 ASSETS 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. On 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 offices and factories. 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, 2023 and August 31, 2022, 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 nine months ended May 31, 2023. No impairment of the ROU assets was deemed to have occurred.

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

SUMMARY

OF ROU ASSET AND OPERATING LEASE LIABILITIES

	May 31,<br> <br>2023		August 31,<br> <br>2022
Assets:
ROU assets	$	293,734	$	442,020
Liabilities:
Current:
Operating lease liabilities	$	83,991	$	117,686
Non-current:
Operating lease liabilities		222,894		355,186
Total lease liabilities	$	306,885	$	472,872

As of May 31, 2023, remaining maturities of lease liabilities were as follows:

SCHEDULE

OF MATURITIES OF LEASE LIABILITIES

	Operating lease
2023	$	83,991
2024		93,401
2025		90,023
2026		39,470
2027 and thereafter		-
Total	$	306,885

NOTE

14 COMMITMENTS AND CONTINGENCIES

Litigationand Claims

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.

The Company believes the claims are without merit and will defend itself against the claims.

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.

NOTE

15 SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to May 31, 2023, to the date these unaudited condensed consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements, except as follows:

The

Company received gross proceeds of $394,365 on July 4, 2023 from capital raising. Those shares have yet to be issued to the investors as of the Report Date.

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ITEM

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-lookingStatements

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 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 US$ 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.

GeneralOverview

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 to 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 International is a company incorporated in the British Virgin Islands 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.

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Resultsof Operations

The following summary of our operations should be read in conjunction with our unaudited condensed consolidated financial statements for the three and nine months ended May 31, 2023, as compared to the three and nine months ended May 31, 2022.

ThreeMonths Ended May 31, 2023, versus Three Months Ended May 31, 2022

	Three Months Ended
	May 31,
	2023			2022			Changes			%
Revenue	$	165,726		$	194,954		$	(29,228	)		(15	)%
Cost of revenue		124,647			173,842			(49,195	)		(28	)%
Gross profit		41,079			21,112			19,967			95	%
Operating expenses		1,468,153			1,440,623			27,530			2	%
Loss from operation		(1,427,074	)		(1,419,511	)		7,563			1	%
Other expenses		(86,349	)		(9,845	)		76,504			777	%
Loss from operation before income taxes	$	(1,513,423	)	$	(1,429,356	)		84,067			6	%

The Company generated revenues of $165,726 in the three months ended May 31, 2023, as compared to $194,954 in the three months ended May 31 2022, a decrease in revenue of $29,228. The decline in revenue is mainly due to the decrease in sales in air purifier products as a result of rollback of preventative measures taken by businesses and public from spreading infection as the World. The Company is building up its traction for the evoair^TM^ hybrid air-conditioners for both residentials and industrial units.

Cost of revenue was $124,647 or 75% of revenue for the three months ended May 31, 2023, as compared to $173,842 or 89% of revenue in the same financial period in 2022. The decline in cost of revenue is in line with the decrease in sales for the air purifier products. Cost of revenues includes production costs and purchases of goods.

Gross profit was $41,079 or gross profit margin of 25% for the three months ended May 31, 2023, as compared to gross profit of $21,112 in the same financial period in 2022 or 11% of revenue. The increase in gross profit margin was attributable to the sales of new products, which contributed to a higher gross profit margin. The Company anticipates improvement of income and gross profit margin with the improvement of revenue streams from distributor and dealership model, projects as well as private labeling and licensing model.

Operating expenses were $1,468,153 for the three months ended May 31, 2023, compared to $1,440,623 in the corresponding period in 2022, an increase of $27,530. The change in operating expenses was not significant.

The loss from operation before income taxes for the three months ended May 31, 2023 was $1,513,423 as compared to $1,429,356 for the corresponding period in 2022. The continuous net loss is attributable to the Group’s focused effort in creating the infrastructure and resource to meet the business expansion needs of the Group’s as well as lack of economies of scale.

NineMonths Ended May 31, 2023, versus Nine Months Ended May 31, 2022

	Nine Months Ended
	May 31,
	2023			2022			Changes			%
Revenue	$	379,323		$	1,306,717		$	(927,394	)		(71	)%
Cost of revenue		376,445			1,075,841			(699,396	)		(65	)%
Gross profit		2,878			230,876			(227,998	)		(99	)%
Operating expenses		(4,321,881	)		(3,253,759	)		1,068,122			33	%
Loss from operation		(4,319,003	)		(3,022,883	)		1,296,120			43	%
Other expense		(71,860	)		(978,203	)		(906,343	)		(93	)%
Loss from operation before income taxes	$	(4,390,863	)	$	(4,001,086	)		389,777			10	%

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The Company generated revenues of $379,323 in the nine months ended May 31, 2023, as compared to $1,306,717 in the nine months ended May 31, 2022, a decrease in revenue of $927,394. The drop in revenue is mainly due to the decrease in sales in air purifier products as a result of rollback of preventative measures taken by businesses and public from spreading infection as the World and society progresses towards living with Covid-19. The Company is building up its traction for the evoair^TM^ hybrid air-conditioners for both residentials and industrial units.

Cost of revenue was $376,445 or 99% of revenue for the nine months ended May 31, 2023 as compared to $1,075,841 or 82% of revenue in the same financial period in 2022. The decline in cost of revenue is in line with the drop in sales for the air purifier products. Cost of revenues includes production costs and purchases of goods.

Gross profit was $2,878 or gross profit margin of 1% for the nine months ended May 31, 2023 as compared to gross profit of $230,876 in the same financial period in 2022 or 18% of revenue. The decline in gross profit margin was attributable to the drop in sales of air purifier products, of which the product range contributed higher gross profit margin. Besides, the decrease of gross profit is mainly due to the Company commercialized evoair^TM^products with higher cost of revenue from manufacturing and related costs as well as lack of economy of scale during commercialization stage. The Company anticipates improvement of income and gross profit margin with the improvement of revenue streams from distributor and dealership model, projects as well as private labeling and licensing model.

Operating expenses were $4,321,881 for the nine months ended May 31, 2023 compared to $3,253,759 in the corresponding period in 2022, an increase of $1,068,122. The increase in operating expenses were mainly due to the commencement of amortization of intangible assets starting from January 2022.

The loss from operation before income taxes for the nine months ended May 31, 2023 was $4,390,863 as compared to $4,001,086 for the corresponding period in 2022. The continuous net loss is attributable to the Group’s focused effort in creating the infrastructure and resource to meet the business expansion needs of the Group’s as well as lack of economies of scale.

Liquidityand Capital Resources

WorkingCapital

	As of May 31,		As of August 31,
	2023		2022		Changes		%
Current assets	$	1,818,810	$	1,688,926	$	129,884		8	%
Current liabilities		994,489		892,004		102,485		11	%
Working capital		824,321		796,922		27,399		3	%

As at 31 May, 2023, increase of current assets mainly due to additional cash received from the capital raising activities for the 9 months period ended May 31, 2023.

As at May 31, 2023, increase in current liabilities mainly due to loan from shareholders of $305,425.

As at May 31, 2023 our company had a positive working capital of $824,321 compared with the positive working capital of $796,922 as at August 31, 2022. The increase in working capital was mainly attributable to the increase in cash from issuance of common stock and capital contribution.

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CashFlows

NineMonths Ended May 31, 2023, versus Nine Months Ended May 31, 2022

	May 31,			May 31,
	2023			2022			Changes			%
Cash<br> flows used in operating activities	$	(755,915	)	$	(1,023,037	)		(267,122	)		(26	)%
Cash<br> flows used in investing activity		(29,473	)		(566,734	)		(537,261	)		(95	)%
Cash<br> flows generated from financing activities		1,219,513			185,185			1,034,328			559	%
Net<br> changes in cash		434,125			(1,404,586	)		1,838,711			131	%

The Company’s cash and cash equivalents stood at $524,861 as of May 31, 2023. Cash used in operating activities for the nine months ended May 31, 2023, was $755,915. This resulted primarily from a net loss of $4,390,863 which was offset by depreciation of $126,139, amortization of $3,118,041, property, plant and equipment impairment and abandonments of $21,387, decrease in operating lease right-of-use assets of $148,286, decrease in operating leases liabilities of $165,987, decrease in inventories of $25,532, decrease in deferred revenue of $69,922, decrease in deposit, prepayment and other receivables of $205,214, decrease in accounts receivable of $11,928, decrease in accounts payable and accruals of $74,641, increase in amounts due to shareholders of $303,124, and decrease in other payables of $14,152.

Cash used in investing activity resulted from purchase of property plant and equipment amounting to $29,473 for the nine months ended May 31, 2023 which is lesser than comparative figure mainly due to most property plant and equipment being acquired during start up period.

Cash generated from financing activities resulted from the proceeds from capital raising amounting to $443,498, proceeds from share to be issued amounting to $625,330, proceeds from capital contribution amounting to $157,255 and payments of hire purchase amounting to $6,570 during the nine months ended May 31, 2023.

Seasonality

The Company’s business is not subject to seasonality.

Off-BalanceSheet 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.

CriticalAccounting Policies

Revenuerecognition

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:

(i)	identification<br> of the promised goods and services in the contract;
(ii)	determination<br> of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the<br> contract;
(iii)	measurement<br> of the transaction price, including the constraint on variable consideration;
(iv)	allocation<br> of the transaction price to the performance obligations; and
(v)	recognition<br> 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.

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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.

Estimatesand Assumptions

GoingConcern

As of May 31, 2023 and August 31, 2022, the Company had an accumulated deficit of $11,666,517 and $7,465,373 respectively. The Company incurred net loss of $4,390,863 and $4,001,086 for nine months ended May 31, 2023 and May 31, 2022, respectively. The cash used in operating activities were $755,915 and $1,023,037 for the nine months ended May 31, 2023 and May 31, 2022, 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 the injection of a HVAC Business contemplated under the Transactions in Note 1 to the Financial Statements, the Management believes that the actions to be taken by the Management to further implement the business plans for the HVAC Business including expansion in product offerings, geographical expansion, generate revenue through expansion of revenue streams 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 concern. In addition, the Company is also working on raising additional funding to finance the operations as well as business expansion.

The unaudited condensed 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.

MaterialCommitments

We have no material commitments as of May 31, 2023.

RecentAccounting Pronouncements

Except for rules and interpretive releases of the SEC under the authority of federal securities laws and a limited number of grandfathered standards, the ASC is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. 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.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 adds the CECL impairment model to U.S. GAAP that is based on expected losses rather than incurred losses. Modified retrospective adoption is required with any cumulative-effect adjustment recorded to retained earnings as of the beginning of the period of adoption. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within the year of adoption. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not expect the application of the CECL impairment model to have a significant impact on its allowance for uncollectible amounts for accounts receivable.

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ITEM

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

CONTROLS AND PROCEDURES

DisclosureControls 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 of our disclosure controls and procedures as of May 31, 2023. 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 at May 31, 2023:

●	Due<br> to our limited resources, we do not have enough accounting personnel with extensive experience in maintaining books and records and<br> preparing financial statements in accordance with U.S. GAAP which could lead to untimely identification and resolution of accounting<br> matters inherent in our financial transactions in accordance with U.S. GAAP.
●	The<br> Company has insufficient written policies and procedures for accounting and financial reporting, which led to inadequate financial<br> statement closing process.
●	The<br> Company has a lack of segregation of duties, a lack of audit committee or independent governance/oversight.

Changesin 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.

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PART

II. OTHER INFORMATION

ITEM

LEGAL PROCEEDINGS

The Company believes the claims are without merit and will defend itself against the claims.

ITEM

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

DEFAULTS UPON SENIOR SECURITIES

No senior securities were issued and outstanding during the three-month period ended May 31, 2023.

ITEM

MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM

OTHER INFORMATION

None.

ITEM

EXHIBITS

Exhibits:

10.1 Stock Purchase Agreement dated February 26, 2021*
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 Wong Hon Wai and Unex Holdings Inc., dated June 3, 2022*
10.11 Supplemental Agreement between Wong Hon Wai and Unex Holdings Inc., dated October 19, 2022*
10.12 Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated October 25, 2022*
10.13 Form of Subscription Agreement between Regulation D Investors and Unex Holdings Inc., dated October 25, 2022*
10.14 Form of Subscription Agreement between Regulation S Investors and EvoAir Holdings Inc.*
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)
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.<br> INS XBRL Instance Document
101.<br> SCH XBRL Taxonomy Extension Schema Document
101.<br> CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.<br> DEF XBRL Taxonomy Extension Definition Document
101.<br> LAB XBRL Taxonomy Extension Label Linkbase Document
101.<br> PRE XBRL Taxonomy Extension Presentation Linkbase 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<br> Holdings Inc.
Dated:<br> July 14, 2023	By:	/s/ Low Wai Koon
		Low<br> Wai Koon<br><br> <br>President<br> and Chief Executive Officer
Dated:<br> July 14, 2023	By:	/s/ Ong Bee Chen
		Ong<br> Bee Chen<br><br> <br>Chief<br> Financial Officer

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Exhibit31.1

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

I, Low Wai Koon, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of EvoAir Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	EvoAir<br> Holdings Inc.
July<br> 14, 2023	By:	/s/ Low Wai Koon
	Name:	Low<br> Wai Koon
	Title:	President<br> and Chief Executive Officer

Exhibit31.2

Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

I, Ong Bee Chen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of EvoAir Holdings Inc.;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	EvoAir<br> Holdings Inc.
July<br> 14, 2023	By:	/s/ Ong Bee Chen
	Name:	Ong<br> Bee Chen
	Title:	Chief<br> Financial Officer

Exhibit32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of EvoAir Holdings Inc. (the “Company”) on Form 10-Q for the quarter ended May 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Low Wai Koon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

July<br> 14, 2023	By:	/s/ Low Wai Koon
	Name:	Low<br> Wai Koon
	Title:	President<br> and Chief Executive Officer

Exhibit32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of EvoAir Holdings Inc. (the “Company”) on Form 10-Q for the quarter ended May 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ong Bee Chen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

July<br> 14, 2023	By:	/s/ Ong Bee Chen
	Name:	Ong<br> Bee Chen
	Title:	Chief<br> Financial Officer