Cover
Cover - shares | 9 Months Ended | |
May 31, 2023 | Jun. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | May 31, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --08-31 | |
Entity File Number | 333-228161 | |
Entity Registrant Name | EvoAir Holdings Inc. | |
Entity Central Index Key | 0001700844 | |
Entity Tax Identification Number | 98-1353613 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 31-A2, Jalan 5/32A | |
Entity Address, Address Line Two | 6 ½ Miles | |
Entity Address, Address Line Three | Off Jalan | |
Entity Address, City or Town | Kepong | |
Entity Address, Country | MY | |
Entity Address, Postal Zip Code | 52000 | |
City Area Code | 603 | |
Local Phone Number | 6243 3379 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 102,060,801 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | May 31, 2023 | Aug. 31, 2022 |
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 |
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 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | May 31, 2023 | Aug. 31, 2022 | May 31, 2022 | Dec. 20, 2021 | Dec. 16, 2021 | Dec. 15, 2021 |
Statement of Financial Position [Abstract] | ||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 75,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares issued | 102,060,801 | 101,853,397 | 101,853,397 | 101,779,323 | ||
Common stock, shares outstanding | 102,060,801 | 101,853,397 | 101,853,397 | 101,779,323 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | |
Income Statement [Abstract] | ||||
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 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Shares To Be Issued [Member] | Noncontrolling Interest [Member] | Total |
Balance at Aug. 31, 2021 | $ 2,970 | $ 2,890,471 | $ (2,233,496) | $ 5,696 | $ 861,883 | $ 167,967 | $ 1,695,491 |
Balance, shares at Aug. 31, 2021 | 2,970,000 | ||||||
Foreign currency translation adjustment | 168,590 | 19,013 | 187,603 | ||||
Net loss | (275,208) | (108,124) | (383,332) | ||||
Balance at Nov. 30, 2021 | $ 2,970 | 2,890,471 | (2,508,704) | 174,286 | 861,883 | 78,856 | 1,499,762 |
Balance, shares at Nov. 30, 2021 | 2,970,000 | ||||||
Balance at Aug. 31, 2021 | $ 2,970 | 2,890,471 | (2,233,496) | 5,696 | 861,883 | 167,967 | 1,695,491 |
Balance, shares at Aug. 31, 2021 | 2,970,000 | ||||||
Foreign currency translation adjustment | 155,415 | ||||||
Net loss | (4,001,086) | ||||||
Issuance of common stock for convertible bonds | $ 1,007,999 | ||||||
Issuance of common stock for Convertible Bonds, Shares | 1,116,055 | ||||||
Balance at May. 31, 2022 | $ 101,854 | 88,989,271 | (5,906,875) | 89,233 | (77,066) | $ 83,196,417 | |
Balance, shares at May. 31, 2022 | 101,853,397 | ||||||
Balance at Nov. 30, 2021 | $ 2,970 | 2,890,471 | (2,508,704) | 174,286 | 861,883 | 78,856 | 1,499,762 |
Balance, shares at Nov. 30, 2021 | 2,970,000 | ||||||
Issuance of common stock for cash | $ 14,444 | 847,439 | (861,883) | ||||
Issuance of common stock for cash, shares | 14,443,501 | ||||||
Foreign currency translation adjustment | 6,466 | 5,185 | 11,651 | ||||
Net loss | (2,104,849) | (83,549) | (2,188,398) | ||||
Beneficial conversion feature on financial liability -convertible bonds | 1,005,645 | 1,005,645 | |||||
Issuance of common stock for convertible bonds | $ 1,116 | 996,088 | 10,795 | 1,007,999 | |||
Issuance of common stock for Convertible Bonds, Shares | 1,116,055 | ||||||
Issuance of common stock pursuant to share exchange agreement | $ 102 | (102) | |||||
Issuance of common stock pursuant to share exchange agreement, Shares | 102,000 | ||||||
Issuance of common stock for technology-related intangible assets | $ 83,148 | 83,064,619 | 83,147,767 | ||||
Issuance of common stock for Intellectual Assets, Shares | 83,147,767 | ||||||
Balance at Feb. 28, 2022 | $ 101,780 | 88,804,160 | (4,613,553) | 191,547 | 492 | 84,484,426 | |
Balance, shares at Feb. 28, 2022 | 101,779,323 | ||||||
Issuance of common stock for cash | $ 74 | 185,111 | 185,185 | ||||
Issuance of common stock for cash, shares | 74,074 | ||||||
Foreign currency translation adjustment | (102,314) | 58,476 | (43,838) | ||||
Net loss | (1,293,322) | (136,034) | (1,429,356) | ||||
Balance at May. 31, 2022 | $ 101,854 | 88,989,271 | (5,906,875) | 89,233 | (77,066) | 83,196,417 | |
Balance, shares at May. 31, 2022 | 101,853,397 | ||||||
Balance at Aug. 31, 2022 | $ 101,854 | 89,125,872 | (7,465,373) | 65,880 | 75,000 | (58,754) | 81,844,479 |
Balance, shares at Aug. 31, 2022 | 101,853,397 | ||||||
Capital contribution by non-controlling interests | 100 | 100 | |||||
Issuance of common stock for cash | $ 150 | 373,905 | (75,000) | 299,055 | |||
Issuance of common stock for cash, shares | 149,621 | ||||||
Foreign currency translation adjustment | (13,723) | (4,184) | (17,907) | ||||
Net loss | (1,373,327) | (67,035) | (1,440,362) | ||||
Balance at Nov. 30, 2022 | $ 102,004 | 89,499,877 | (8,838,700) | 52,157 | (129,973) | 80,685,365 | |
Balance, shares at Nov. 30, 2022 | 102,003,018 | ||||||
Balance at Aug. 31, 2022 | $ 101,854 | 89,125,872 | (7,465,373) | 65,880 | 75,000 | (58,754) | 81,844,479 |
Balance, shares at Aug. 31, 2022 | 101,853,397 | ||||||
Issuance of common stock for cash, shares | 207,404 | ||||||
Foreign currency translation adjustment | (61,568) | ||||||
Net loss | (4,390,863) | ||||||
Balance at May. 31, 2023 | $ 102,062 | 89,581,377 | (11,666,517) | 20,147 | 625,330 | (44,268) | 78,618,131 |
Balance, shares at May. 31, 2023 | 102,060,801 | ||||||
Balance at Nov. 30, 2022 | $ 102,004 | 89,499,877 | (8,838,700) | 52,157 | (129,973) | 80,685,365 | |
Balance, shares at Nov. 30, 2022 | 102,003,018 | ||||||
Foreign currency translation adjustment | 3,717 | 3,495 | 7,212 | ||||
Net loss | (1,376,162) | (60,916) | (1,437,078) | ||||
Issuance of common stock pursuant to share subscription agreement | 144,443 | 144,443 | |||||
Balance at Feb. 28, 2023 | $ 102,004 | 89,499,877 | (10,214,862) | 55,874 | 144,443 | (187,394) | 79,399,942 |
Balance, shares at Feb. 28, 2023 | 102,003,018 | ||||||
Capital contribution by non-controlling interests | (62,885) | 15,542 | 204,498 | 157,155 | |||
Issuance of common stock for cash | $ 58 | 144,385 | (144,443) | ||||
Issuance of common stock for cash, shares | 57,783 | ||||||
Foreign currency translation adjustment | (51,269) | 396 | (50,873) | ||||
Net loss | (1,451,655) | (61,768) | (1,513,423) | ||||
Issuance of common stock pursuant to share subscription agreement | 625,330 | 625,330 | |||||
Balance at May. 31, 2023 | $ 102,062 | $ 89,581,377 | $ (11,666,517) | $ 20,147 | $ 625,330 | $ (44,268) | $ 78,618,131 |
Balance, shares at May. 31, 2023 | 102,060,801 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
May 31, 2023 | Nov. 30, 2022 | May 31, 2022 | Nov. 30, 2021 | May 31, 2023 | May 31, 2022 | Aug. 31, 2022 | |
Cash flows from operating activities | |||||||
Net loss | $ (1,513,423) | $ (1,440,362) | $ (1,429,356) | $ (383,332) | $ (4,390,863) | $ (4,001,086) | |
Adjustments for non-cash income and expenses: | |||||||
Depreciation | 126,139 | 59,987 | $ 95,158 | ||||
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 | 152,304 | 1,714,890 | 1,714,890 | ||
Cash and cash equivalents at end of year | $ 524,861 | $ 465,719 | 524,861 | 465,719 | $ 152,304 | ||
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 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
May 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | 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 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 67.34 100 2,000,000 67.34 On December 20, 2021, several transactions took place (together, the “Allotment Transactions”) whereby the Company issued and allotted in aggregate 98,809,323 101,779,323 (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 Limited and Allegro Investment (BVI) Limited of 24,000 6,000 0.02 0.01 (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 Limited, Allegro Investment (BVI) Limited and WKLEE Sellers of 49,320 8,280 14,400 0.05 0.009 0.014 (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 EVOH and its subsidiaries (“EvoAir Group” or the “Group”) to WKL Eco Earth Holdings in consideration for the allotment and issuance of 7,037,762 2,520,000 6,001,794 6.91 2.48 5.90 (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), evoair TM TM 63,362,756 14,297,259 5,487,752 62.25 14.05 5.39 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”. 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 % Subsidiary of EvoAir Manufacturing (M) Sdn Bhd Evo Air Marketing (M) Sdn Bhd (Malaysia) 100 % |
CHANGE OF CONTROL
CHANGE OF CONTROL | 9 Months Ended |
May 31, 2023 | |
Change Of Control | |
CHANGE OF CONTROL | 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 67.34 100 2,000,000 67.34 |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
May 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 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 7,465,373 4,390,863 4,001,086 755,915 1,023,037 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
May 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 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) 100 100 67.5 55 55 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. Use of 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 Fiscal Year End The Company operates on a fiscal year 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 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. 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 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. Foreign Currency 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. Accounts Receivable 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 85,960 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 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. Intangible Assets 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 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. 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. Deferred Revenue 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 $ 443,150 513,072 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. 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 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. 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 31, 2023, the Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding. Recently Issued 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. |
INVENTORIES
INVENTORIES | 9 Months Ended |
May 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 5 INVENTORIES Inventories consist of the following: SUMMARY OF INVENTORIES May 31, 2023 August 31, 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 |
DEPOSIT, PREPAYMENTS AND OTHER
DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES | 9 Months Ended |
May 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES | 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, 2023 August 31, 2022 Deposits and prepayment $ 28,287 $ 61,270 Other receivables (Advances to suppliers) 598,166 770,396 Total $ 626,453 $ 831,666 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 9 Months Ended |
May 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | NOTE 7 PROPERTY, PLANT AND EQUIPMENT, NET Property, plant, and equipment consist of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT May 31, 2023 August 31, 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 $ 95,158 126,139 21,387 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
May 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 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, 2023 August 31, 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 3,118,041 |
ACCOUNTS PAYABLE, ACCRUALS, AND
ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES | 9 Months Ended |
May 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES | 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, 2023 August 31, 2022 Accounts payable $ 57,331 $ 110,782 Accruals 84,639 106,048 Other payables 17,828 31,980 Total $ 159,798 $ 248,810 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
May 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 RELATED PARTY TRANSACTIONS Amounts due 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 2,301 Eco Awareness Sdn Bhd Eco Awareness Sdn Bhd is related to a common shareholder. Eco Awareness Sdn Bhd was our main distributor for E-cond Life The sales generated from Eco Awareness Sdn Bhd amounted to $ Nil 172,475 Nil The purchases from Eco Awareness Sdn Bhd amounted to $ Nil 71,162 Nil |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 9 Months Ended |
May 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 11 SHAREHOLDERS’ EQUITY On December 16, 2021, the Company increased the authorized common stock from 75,000,000 0.001 1,000,000,000 0.001 During the nine months ended May 31, 2022, the Company issued 1,116,055 1,007,999 During the nine months ended May 31, 2022, the Company issued 83,147,767 During the nine months ended May 31, 2022, the Company issued 14,443,501 During the nine months period ended May 31, 2022, the Company issued 30,000 72,000 During the nine months period ended May 31, 2023, the Company issued 207,404 0.001 2.50 443,498 6,000,000 2.50 During the nine months period ended May 31, 2023, the Company received cash proceeds of $ 157,255 During the nine months period ended May 31, 2023, the Company also received cash proceeds of $ 625,330 250,131 As of May 31, 2023, and May 31, 2022, the Company had 102,060,801 101,853,397 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
May 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 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. 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 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, 2023 August 31, 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 7,470,000 |
ROU ASSETS AND LEASES
ROU ASSETS AND LEASES | 9 Months Ended |
May 31, 2023 | |
Rou Assets And Leases | |
ROU ASSETS AND LEASES | 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, 1 st nd 14,890 The following is a summary of ROU assets and operating lease liabilities: SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES May 31, 2023 August 31, 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 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
May 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 COMMITMENTS AND CONTINGENCIES Litigation and 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
May 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 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 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
May 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of 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) 100 100 67.5 55 55 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. |
Use of Estimates | Use of 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 |
Fiscal Year End | Fiscal Year End The Company operates on a fiscal year basis with the fiscal year ending on August 31. |
Cash and Cash Equivalents | 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 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. |
Comprehensive Gain or Loss | 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 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. |
Foreign Currency Translation | Foreign Currency 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. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable 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 85,960 |
Inventories | 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 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 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 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. |
Intangible Assets and Other Long-Lived Assets | Intangible Assets 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 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 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. 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. |
Deferred Revenue | Deferred Revenue 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 $ 443,150 513,072 |
Leases | 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. 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 | 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 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. |
Measurement of Fair Value | 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 | 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. |
Recently Issued Accounting Pronouncements | Recently Issued 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. |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Tables) | 9 Months Ended |
May 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF CONSOLIDATED SUBSIDIARIES | 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 % Subsidiary of EvoAir Manufacturing (M) Sdn Bhd Evo Air Marketing (M) Sdn Bhd (Malaysia) 100 % |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
May 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF ESTIMATED USEFUL LIVES OF ASSETS | 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 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
May 31, 2023 | |
Inventory Disclosure [Abstract] | |
SUMMARY OF INVENTORIES | Inventories consist of the following: SUMMARY OF INVENTORIES May 31, 2023 August 31, 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 |
DEPOSIT, PREPAYMENTS AND OTHE_2
DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES (Tables) | 9 Months Ended |
May 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES | Deposit, prepayments, and other receivables consists of the following: SCHEDULE OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES May 31, 2023 August 31, 2022 Deposits and prepayment $ 28,287 $ 61,270 Other receivables (Advances to suppliers) 598,166 770,396 Total $ 626,453 $ 831,666 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 9 Months Ended |
May 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | Property, plant, and equipment consist of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT May 31, 2023 August 31, 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 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
May 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SUMMARY OF 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, 2023 August 31, 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 |
ACCOUNTS PAYABLE, ACCRUALS, A_2
ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES (Tables) | 9 Months Ended |
May 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE | Account payables and accruals, and other payables consist of the following: SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE May 31, 2023 August 31, 2022 Accounts payable $ 57,331 $ 110,782 Accruals 84,639 106,048 Other payables 17,828 31,980 Total $ 159,798 $ 248,810 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
May 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS ON NET DEFERRED TAX ASSET | The components of net deferred tax assets are as follows: SCHEDULE OF COMPONENTS ON NET DEFERRED TAX ASSET May 31, 2023 August 31, 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 - - |
ROU ASSETS AND LEASES (Tables)
ROU ASSETS AND LEASES (Tables) | 9 Months Ended |
May 31, 2023 | |
Rou Assets And Leases | |
SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES | The following is a summary of ROU assets and operating lease liabilities: SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES May 31, 2023 August 31, 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 |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | 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 |
SUMMARY OF CONSOLIDATED SUBSIDI
SUMMARY OF CONSOLIDATED SUBSIDIARIES (Details) | May 31, 2023 |
EvoAir International Limited (British Virgin Islands) [Member] | |
Ownership percentage | 100% |
WKL Eco Earth Holdings Pte Ltd (Singapore) [Member] | EvoAir International Limited [Member] | |
Ownership percentage | 100% |
WKL Eco Earth Sdn Bhd (Malaysia) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | |
Ownership percentage | 100% |
WKL Green Energy Sdn Bhd (Malaysia) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | |
Ownership percentage | 100% |
Evo Air Manufacturing (M) Sdn Bhd (Malaysia) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | |
Ownership percentage | 67.50% |
WKLEco Earth Indochina Co Ltd (Cambodia) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | |
Ownership percentage | 55% |
WKL Guanzhe Green Technology Guangzhou Co Ltd (China) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | |
Ownership percentage | 55% |
Evo Air Marketing (M) Sdn Bhd (Malaysia) [Member] | Evo Air Manufacturing (M) Sdn Bhd [Member] | |
Ownership percentage | 100% |
ORGANIZATION AND BUSINESS OPE_3
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | Dec. 20, 2021 | May 31, 2023 | Aug. 31, 2022 | May 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common stock, shares issued | 101,779,323 | 102,060,801 | 101,853,397 | 101,853,397 |
Common stock, shares outstanding | 101,779,323 | 102,060,801 | 101,853,397 | 101,853,397 |
Allotment Transactions [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common stock, shares issued | 98,809,323 | |||
WKL Global Limited [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 67.34% | |||
Shares issued for services | 2,000,000 | |||
Securities Purchase Agreement [Member] | Low Wai Koon [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Restricted stock award shares | 2,000,000 | |||
Ownership percentage | 67.34% | |||
Sale of stock price per share | $ 100 | |||
Share Exchange Agreement [Member] | WKL Eco Earth Holdings[Member] | WKL Global Limited [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 2% | |||
Number of shares issued | 24,000 | |||
Share Exchange Agreement [Member] | WKL Eco Earth Holdings[Member] | Allegro Investment Limited [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 0.01% | |||
Number of shares issued | 6,000 | |||
Share Exchange Agreement One [Member] | WKL Eco Earth Holdings[Member] | WKL Global Limited [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 0.05% | |||
Number of shares issued | 49,320 | |||
Share Exchange Agreement One [Member] | WKL Eco Earth Holdings[Member] | Allegro Investment Limited [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 0.009% | |||
Number of shares issued | 8,280 | |||
Share Exchange Agreement One [Member] | WKL Eco Earth Holdings[Member] | WKLEE Sellers [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 0.014% | |||
Number of shares issued | 14,400 | |||
Investment Exchange Agreement [Member] | Evo Air Group [Member] | Tan Soon Hock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 6.91% | |||
Number of shares issued | 7,037,762 | |||
Investment Exchange Agreement [Member] | Evo Air Group [Member] | Ivan Oh Joon Wern [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 2.48% | |||
Number of shares issued | 2,520,000 | |||
Investment Exchange Agreement [Member] | Evo Air Group [Member] | Relevant Interest Holders [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 5.90% | |||
Number of shares issued | 6,001,794 | |||
IPAssignment [Member] | WKL Eco Earth Holdings[Member] | WKL Global Limited [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 62.25% | |||
Number of shares issued | 63,362,756 | |||
IPAssignment [Member] | WKL Eco Earth Holdings[Member] | Allegro Investment Limited [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 14.05% | |||
Number of shares issued | 14,297,259 | |||
IPAssignment [Member] | WKL Edo Earth Holdindings [Member] | Certain Nominees [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 5.39% | |||
Number of shares issued | 5,487,752 | |||
EvoAir International Limited [Member] | Share Transfer Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Consideration price | $ 100 |
CHANGE OF CONTROL (Details Narr
CHANGE OF CONTROL (Details Narrative) | Dec. 20, 2021 $ / shares shares |
WKL Global Limited [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Ownership percentage | 67.34% |
Shares issued for services | 2,000,000 |
Securities Purchase Agreement [Member] | Low Wai Koon [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of shares restricted | 2,000,000 |
Ownership percentage | 67.34% |
Sale of stock price per share | $ / shares | $ 100 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
May 31, 2023 | Feb. 28, 2023 | Nov. 30, 2022 | May 31, 2022 | Feb. 28, 2022 | Nov. 30, 2021 | May 31, 2023 | May 31, 2022 | Aug. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Accumulated deficit | $ 11,666,517 | $ 11,666,517 | $ 7,465,373 | ||||||
Net loss | $ 1,513,423 | $ 1,437,078 | $ 1,440,362 | $ 1,429,356 | $ 2,188,398 | $ 383,332 | 4,390,863 | $ 4,001,086 | |
Cash used in operating activities | $ 755,915 | $ 1,023,037 |
SUMMARY OF ESTIMATED USEFUL LIV
SUMMARY OF ESTIMATED USEFUL LIVES OF ASSETS (Details) | May 31, 2023 |
Property, Plant and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Renovation [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | May 31, 2023 | Aug. 31, 2022 |
Accounts receivable | $ 74,032 | $ 85,960 |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Property, Plant and Equipment [Member] | |
Deferred revenue | $ 443,150 | $ 513,072 |
Patents [Member] | ||
Estimated useful life | 20 years | |
Trademarks [Member] | ||
Estimated useful life | 20 years | |
WKL Eco Earth Sdn Bhd (Malaysia) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | ||
Ownership percentage | 100% | |
WKL Green Energy Sdn Bhd (Malaysia) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | ||
Ownership percentage | 100% | |
Evo Air Manufacturing (M) Sdn Bhd (Malaysia) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | ||
Ownership percentage | 67.50% | |
WKLEco Earth Indochina Co Ltd (Cambodia) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | ||
Ownership percentage | 55% | |
WKL Guanzhe Green Technology Guangzhou Co Ltd (China) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | ||
Ownership percentage | 55% |
SUMMARY OF INVENTORIES (Details
SUMMARY OF INVENTORIES (Details) - USD ($) | May 31, 2023 | Aug. 31, 2022 |
Inventory Disclosure [Abstract] | ||
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 |
SCHEDULE OF DEPOSIT PREPAYMENTS
SCHEDULE OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES (Details) - USD ($) | May 31, 2023 | Aug. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deposits and prepayment | $ 28,287 | $ 61,270 |
Other receivables (Advances to suppliers) | 598,166 | 770,396 |
Total | $ 626,453 | $ 831,666 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | May 31, 2023 | Aug. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
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 |
Plant And Machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 463,501 | 464,019 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 56,284 | 55,587 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 77,933 | 71,860 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 22,410 | 26,577 |
Renovation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 113,942 | $ 134,309 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | Aug. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 126,139 | $ 59,987 | $ 95,158 |
Property, plant and equipment impairment and abandonments | $ 21,387 |
SUMMARY OF INTANGIBLE ASSETS (D
SUMMARY OF INTANGIBLE ASSETS (Details) - USD ($) | May 31, 2023 | Aug. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
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 |
Technology 1- Portable Air Cooler [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite- lived intangible assets, gross | 27,438,763 | 27,438,763 |
Technology 2- Condensing Unit [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite- lived intangible assets, gross | $ 55,709,004 | $ 55,709,004 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
May 31, 2023 | Aug. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 3,118,041 | $ 2,771,592 |
SCHEDULE OF ACCOUNTS PAYABLES A
SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE (Details) - USD ($) | May 31, 2023 | Aug. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 57,331 | $ 110,782 |
Accruals | 84,639 | 106,048 |
Other payables | 17,828 | 31,980 |
Total | $ 159,798 | $ 248,810 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | ||
May 31, 2023 | May 31, 2022 | Aug. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Due to related parties | $ 305,425 | $ 2,301 | |
Eco Awareness Sdn Bhd [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Sale of stock, consideration received on transaction | $ 172,475 | ||
Accounts receivable, sales | |||
Issuance of stock, purchase of assets | $ 71,162 | ||
Accounts payable |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
May 31, 2023 | Nov. 30, 2022 | May 31, 2022 | Feb. 28, 2022 | May 31, 2023 | May 31, 2022 | Aug. 31, 2022 | Dec. 20, 2021 | Dec. 16, 2021 | Dec. 15, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 75,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Issuance of common stock for convertible bonds, shares | 1,116,055 | |||||||||
Issuance of common stock for convertible bonds | $ 1,007,999 | $ 1,007,999 | ||||||||
Gross proceeds from common stock | $ 443,498 | |||||||||
Proceeds from capital contribution | 157,255 | 185,185 | ||||||||
Proceeds from stock plans | 625,330 | |||||||||
Stock issued | $ 83,147,767 | |||||||||
Common stock, shares issued | 102,060,801 | 101,853,397 | 102,060,801 | 101,853,397 | 101,853,397 | 101,779,323 | ||||
Common stock, shares outstanding | 102,060,801 | 101,853,397 | 102,060,801 | 101,853,397 | 101,853,397 | 101,779,323 | ||||
Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||
Issuance of common stock for convertible bonds, shares | 1,116,055 | |||||||||
Issuance of common stock for convertible bonds | $ 1,116 | |||||||||
Issuance of common stock for intellectual assets, shares | 83,147,767 | |||||||||
Stock issued during period shares new issues | 57,783 | 149,621 | 74,074 | 14,443,501 | 207,404 | |||||
Shares issued price per share | $ 2.50 | $ 2.50 | ||||||||
Gross proceeds from common stock | $ 443,498 | |||||||||
Proceeds from stock plans | 625,330 | |||||||||
Stock issued | $ 250,131 | |||||||||
Common Stock [Member] | Maximum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock issued during period shares new issues | 6,000,000 | |||||||||
Shares issued price per share | $ 2.50 | $ 2.50 | ||||||||
Common Stock [Member] | Investment Exchange Agreement [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock issued during period shares new issues | 14,443,501 | |||||||||
Common Stock [Member] | Share Exchange Agreement [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock issued during period shares new issues | 30,000 | |||||||||
Issuance of common stock for cash, shares | 72,000 | |||||||||
Dr. Low [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Issuance of common stock for intellectual assets, shares | 83,147,767 |
SCHEDULE OF COMPONENTS ON NET D
SCHEDULE OF COMPONENTS ON NET DEFERRED TAX ASSET (Details) - USD ($) | May 31, 2023 | Aug. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forward | $ 11,670,000 | $ 7,470,000 |
Less: valuation allowance | (11,670,000) | (7,470,000) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 9 Months Ended | |
May 31, 2023 | Aug. 31, 2022 | |
Operating loss carryforwards | $ 11,670,000 | $ 7,470,000 |
SINGAPORE | ||
Income tax rate percentage | 17% | |
MALAYSIA | ||
Income tax rate percentage | 24% | |
MALAYSIA | Evo Air Marketing M Sdn Bhd [Member] | ||
Equity method investment, ownership percentage | 100% | |
CAMBODIA | ||
Income tax rate percentage | 20% | |
CHINA | WKL Guanzhe Green Technology Guangzhou Co Ltd [Member] | ||
Income tax rate percentage | 25% |
SUMMARY OF ROU ASSET AND OPERAT
SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES (Details) - USD ($) | May 31, 2023 | Aug. 31, 2022 |
Rou Assets And Leases | ||
ROU assets | $ 293,734 | $ 442,020 |
Operating lease liabilities | 83,991 | 117,686 |
Operating lease liabilities | 222,894 | 355,186 |
Total lease liabilities | $ 306,885 | $ 472,872 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) | May 31, 2023 USD ($) |
Rou Assets And Leases | |
2023 | $ 83,991 |
2024 | 93,401 |
2025 | 90,023 |
2026 | 39,470 |
2027 and thereafter | |
Total | $ 306,885 |
ROU ASSETS AND LEASES (Details
ROU ASSETS AND LEASES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | Aug. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Estimated incremental borrowing rate | 10% | 10% | 10% | ||
Operating expenses | $ 1,468,153 | $ 1,440,623 | $ 4,321,881 | $ 3,253,759 | |
Lease Termination Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Operating expenses | $ 14,890 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 9 Months Ended | ||
Jul. 04, 2023 | May 31, 2023 | May 31, 2022 | |
Subsequent Event [Line Items] | |||
Proceeds from issuance of common stock | $ 443,498 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from issuance of common stock | $ 394,365 |