Cover
Cover | 3 Months Ended |
Nov. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 3 |
Entity Registrant Name | EvoAir Holdings Inc. |
Entity Central Index Key | 0001700844 |
Entity Tax Identification Number | 36-4838886 |
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 Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 122 East 42nd Street |
Entity Address, Address Line Two | 18th Floor |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10168 |
City Area Code | 212 |
Local Phone Number | 947-7200 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 | Aug. 31, 2022 |
Current assets | |||
Cash and cash equivalents | $ 477,885 | $ 779,049 | $ 152,304 |
Accounts receivable | 51,620 | 44,130 | 85,960 |
Inventories | 685,006 | 630,478 | 618,996 |
Deposit, prepayments and other receivables | 495,450 | 617,507 | 831,666 |
Total current assets | 1,709,961 | 2,071,164 | 1,688,926 |
Non-current assets | |||
Property, plant and equipment, net | 475,743 | 463,387 | 602,755 |
Operating lease right-of-use assets | 253,431 | 271,021 | 442,020 |
Technology-related intangible assets, net | 75,179,439 | 76,218,786 | 80,376,175 |
Total non-current assets | 75,908,613 | 76,953,194 | 81,420,950 |
TOTAL ASSETS | 77,618,574 | 79,024,358 | 83,109,876 |
Current liabilities | |||
Accounts payable and accruals | 289,637 | 170,888 | 216,830 |
Other payables | 19,100 | 27,487 | 31,980 |
Deferred revenue | 390,083 | 440,069 | 513,072 |
Hire purchase creditor | 7,548 | 9,224 | 10,135 |
Amounts due to shareholders | 398,747 | 232,095 | 2,301 |
Operating lease liability - current | 87,912 | 84,879 | 117,686 |
Total current liabilities | 1,193,027 | 964,642 | 892,004 |
Non-current liabilities | |||
Non-current hire purchase creditor | 10,235 | 10,531 | 18,207 |
Non-current operating lease liabilities | 176,612 | 198,163 | 355,186 |
Total non-current liabilities | 186,847 | 208,694 | 373,393 |
TOTAL LIABILITIES | 1,379,874 | 1,173,336 | 1,265,397 |
Commitments and contingencies (Note 14) | |||
Shareholders’ equity | |||
Common stock, 1,000,000,000 authorized; $0.001 par value, 102,742,362 and 102,310,933 shares issued and outstanding as at November 30, 2023 and August 31, 2023 | 102,742 | 102,311 | 101,854 |
Additional paid in capital | 91,436,762 | 90,371,141 | 89,125,872 |
Shares to be issued | 1,066,052 | 75,000 | |
Accumulated other comprehensive loss | (102,244) | (17,036) | 65,880 |
Accumulated deficit | (14,967,589) | (13,523,266) | (7,465,373) |
Non-controlling interest | (230,971) | (148,180) | (58,754) |
Total shareholders’ equity | 76,238,700 | 77,851,022 | 81,844,479 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 77,618,574 | $ 79,024,358 | $ 83,109,876 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2023 | Aug. 31, 2023 | Aug. 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 | $ 0.001 | |
Common stock, shares issued | 102,742,362 | 102,310,933 | 101,853,397 | 101,779,323 | ||
Common stock, shares outstanding | 102,742,362 | 102,310,933 | 101,853,397 | 101,779,323 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 91,318 | $ 142,685 | $ 388,038 | $ 1,190,616 |
Cost of revenue | 100,326 | 162,858 | 424,189 | 952,228 |
Gross loss | (9,008) | (20,173) | (36,151) | 238,388 |
Operating expenses: | ||||
Selling and marketing expenses | 33,003 | 3,565 | 33,531 | 41,171 |
General and administrative expenses | 1,483,989 | 1,423,382 | 6,063,488 | 4,814,868 |
Total operating expenses | 1,516,992 | 1,426,947 | 6,097,019 | 4,856,039 |
Loss from operation | (1,526,000) | (1,447,120) | (6,133,170) | (4,617,651) |
Other income/(expense) | ||||
Interest income/(expense) | 40 | (6) | (11) | (1,005,498) |
Other income | 1,639 | 6,983 | (184,192) | 66,522 |
Total other income | 1,679 | 6,977 | (184,203) | (938,976) |
Loss from operation before income taxes | (1,524,321) | (1,440,143) | (6,317,373) | (5,556,627) |
Income tax expenses | 219 | |||
Net loss | (1,524,321) | (1,440,362) | (6,317,373) | (5,556,627) |
Less: Net loss attributable to non-controlling interests | (79,998) | (67,035) | 259,480 | 324,750 |
Net loss attributable to equity holders of the Company | (1,444,323) | (1,373,327) | (6,057,893) | (5,231,877) |
Other comprehensive income: | ||||
Foreign currency translation adjustment | (88,001) | (17,907) | (77,381) | 87,731 |
Total comprehensive loss | (1,532,324) | (1,391,234) | (6,135,274) | (5,144,146) |
Less: net comprehensive income attributable to non-controlling interests | 5,535 | 27,547 | ||
Less: net comprehensive income attributable to non-controlling interests | (2,793) | (4,184) | ||
Net comprehensive loss attributable to equity holders of the Company | $ (1,529,531) | $ (1,387,050) | $ (6,129,739) | $ (5,116,599) |
Net loss attributable to equity holders of the Company per common share: | ||||
Net loss attributable to equity holders of the Company per common share - Basic | $ (0.01) | $ (0.01) | $ (0.06) | $ (0.08) |
Net loss attributable to equity holders of the Company per common share - Diluted | $ (0.01) | $ (0.01) | $ (0.06) | $ (0.08) |
Weighted average number of common shares outstanding: | ||||
Weighted average number of common shares outstanding - Basic | 102,623,762 | 101,868,154 | 102,023,515 | 62,181,538 |
Weighted average number of common shares outstanding - Diluted | 102,623,762 | 101,868,154 | 102,023,515 | 62,181,538 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Equity - 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 | ||||||
Beneficial conversion feature on financial liability -Convertible bonds | 1,005,645 | 1,005,645 | |||||
Capital contribution | 129,363 | 70,482 | 199,845 | ||||
Issuance of common stock for convertible bonds | $ 1,116 | 1,003,326 | $ 1,004,442 | ||||
Issuance of common stock for convertible bonds, shares | 1,116,055 | 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 Intellectual Assets | $ 83,148 | 83,064,619 | 83,147,767 | ||||
Issuance of common stock for Intellectual Assets, shares | 83,147,767 | ||||||
Issuance of common stock for Cash | $ 14,518 | 1,032,550 | (786,883) | 260,185 | |||
Issuance of common stock for Cash, shares | 14,517,575 | ||||||
Foreign currency translation adjustment | 60,184 | 27,547 | 87,731 | ||||
Net loss | (5,231,877) | (324,750) | (5,556,627) | ||||
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 | $ 150 | 373,905 | (75,000) | $ 299,055 | |||
Issuance of common stock for Cash, shares | 149,621 | 30,000 | |||||
Foreign currency translation adjustment | (13,723) | (4,184) | $ (17,907) | ||||
Net loss | (1,373,327) | (67,035) | (1,440,362) | ||||
Capital contribution | 100 | 100 | |||||
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 | ||||||
Capital contribution | 101,998 | 164,519 | 266,517 | ||||
Issuance of common stock for Cash | $ 457 | 1,143,271 | 991,052 | $ 2,134,780 | |||
Issuance of common stock for Cash, shares | 457,536 | 427,536 | |||||
Foreign currency translation adjustment | (82,916) | 5,535 | $ (77,381) | ||||
Net loss | (6,057,893) | (259,480) | (6,317,373) | ||||
Balance at Aug. 31, 2023 | $ 102,311 | 90,371,141 | (13,523,266) | (17,036) | 1,066,052 | (148,180) | 77,851,022 |
Balance, shares at Aug. 31, 2023 | 102,310,933 | ||||||
Issuance of common stock for Cash | $ 431 | 1,065,621 | (1,066,052) | ||||
Issuance of common stock for Cash, shares | 431,429 | 373,822 | |||||
Foreign currency translation adjustment | (85,208) | (2,793) | $ (88,001) | ||||
Net loss | (1,444,323) | (79,998) | (1,524,321) | ||||
Balance at Nov. 30, 2023 | $ 102,742 | $ 91,436,762 | $ (14,967,589) | $ (102,244) | $ (230,971) | $ 76,238,700 | |
Balance, shares at Nov. 30, 2023 | 102,742,362 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Cash flows from operating activities | ||||
Net loss | $ (1,524,321) | $ (1,440,362) | $ (6,317,373) | $ (5,556,627) |
Adjustments for non-cash income and expenses: | ||||
Depreciation | 95,369 | 35,126 | 132,170 | 95,158 |
Amortization | 1,039,347 | 1,065,646 | 4,157,389 | 2,854,953 |
Beneficial conversion feature of convertible bonds | 1,005,645 | |||
Property, plant and equipment impairment and abandonments | 21,387 | |||
Changes in operating assets and liabilities: | ||||
(Increase)/decrease in accounts receivables | (7,490) | 18,303 | 41,830 | 41,842 |
(Increase)/decrease in inventories | (54,528) | 71,438 | (11,482) | (476,477) |
Decrease in deposit, prepayments, and advances to suppliers | 122,057 | 183,110 | 214,159 | 407,895 |
Decrease in operating lease right-of-use assets | 17,590 | 5,553 | 170,999 | (525,381) |
Increase/(decrease) in accounts payable and accruals | 118,749 | (82,046) | (45,942) | 104,936 |
Decrease in deferred revenue | (49,986) | (79,530) | (73,003) | 86,295 |
Decrease in operating lease liabilities | (18,518) | (30,785) | (189,830) | 472,872 |
Decrease in other payables | (8,387) | (10,669) | (4,493) | (1,098) |
Increase in amounts due to shareholders | 166,652 | |||
Increase /(Decrease) in amounts due to related parties | 229,794 | (50,180) | ||
Net cash used in operating activities | (103,466) | (264,216) | (1,674,395) | (1,540,167) |
Cash flows from investing activity | ||||
Purchase of property and equipment | (107,725) | (1,044) | (14,189) | (561,315) |
Cash used in investing activity | (107,725) | (1,044) | (14,189) | (561,315) |
Cash flows from financing activities | ||||
Payments of hire purchase | (1,972) | (2,066) | (8,587) | (5,308) |
Proceeds from issuance of common stock | 299,055 | 1,068,728 | 185,185 | |
Proceeds from shares to be issued | 1,066,052 | 75,000 | ||
Proceeds from capital contribution | 100 | 266,517 | 199,845 | |
Net cash (used in)/generated from financing activities | (1,972) | 297,089 | 2,392,710 | 454,722 |
Net (decrease)/increase in cash and cash equivalents | (213,163) | 31,829 | 704,126 | (1,646,760) |
Effect of exchange rate changes | (88,001) | (17,907) | (77,381) | 84,174 |
Cash and cash equivalents at start of period | 779,049 | 152,304 | 152,304 | 1,714,890 |
Cash and cash equivalents at end of period | $ 477,885 | $ 166,226 | 779,049 | 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 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 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 (“EvoAir Transaction”). EvoAir International, through its subsidiaries upon completion of the Transactions (defined hereunder), is engaged in the research and development (“R&D”), manufacturing, trading, sale of heating, ventilation and air conditioning (“HVAC”) products and related services in Asia. Pursuant to the terms of a share transfer agreement dated December 20, 2021, Dr. Low, the then sole executive officer and director of the Company and the owner of 2,000,000 restricted shares of common stock, with par vaue of $ 0.001 per share (“Common Stock”) of the Company (“EvoAir Shares”) representing approximately 67.34 % of the Company’s then issued and outstanding shares, sold his entire shareholding of the Company to WKL Global Limited (“WKL Global”) for an aggregate consideration of $ 100 (“Change of Control Transaction”). Upon completion of the Change of Control Transaction, WKL Global owned 2,000,000 shares, or approximately 67.34 % of the then issued and outstanding ordinary shares of the Company, which resulted in a change of control of the Company. On December 20, 2021, several transactions took place (together, the “Allotment Transactions”) whereby the Company issued and allotted in aggregate 98,809,323 ordinary shares of common 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 (“Then Enlarged Share Capital”): (A) On December 20, 2021, Dr. Low and Chan Kok Wei entered into a share exchange agreement with WKL Eco Earth Holdings Pte Ltd (“WKL Eco Earth Holdings”), pursuant to which Dr. Low and Chan Kok Wei agreed to sell all their ordinary shares of WKL Green Energy Sdn Bhd (“WKL Green Energy”) to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global and Allegro Investment (BVI) Limited (“Allegro Investment”), a company incorporated in the British Virgin Islands (“BVI”) with 50 % shareholdings held by Chan Kok Wei and Ong Bee Chen, respectively, of 24,000 shares and 6,000 EvoAir Shares, respectively, or approximately 0.02 % and 0.01 % of the Then Enlarged Share Capital, respectively. (B) On December 20, 2021, Dr. Low, Chan Kok Wei, Ong Bee Chen and certain sellers (“WKLEE Sellers”) entered into a share exchange agreement with WKL Eco Earth Holdings, pursuant to which Dr. Low, Chan Kok Wei, Ong Bee Chen and WKLEE Sellers agreed to sell all their ordinary shares of WKL Eco Earth Sdn Bhd (“WKL Eco Earth”) to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global, Allegro Investment and WKLEE Sellers of 49,320 EvoAir Shares, 8,280 EvoAir Shares and in aggregate 14,400 shares, respectively, or approximately 0.05 %, 0.009 % and in aggregate 0.014 %, respectively, of the Then Enlarged Share Capital. (C) On December 20, 2021, Tan Soon Hock, Ivan Oh Joon Wern and certain relevant interest holders (“Relevant Interest Holders”) entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to which Tan Soon Hock, Ivan Oh Joon Wern and the Relevant Interest Holders agreed to sell all relevant interests in the 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 EvoAir Shares, 2,520,000 EvoAir Shares and in aggregate 6,001,794 EvoAir shares, respectively, or approximately 6.91 %, 2.48 % and in aggregate 5.90 %, respectively, of the Then Enlarged Share Capital. The board of directors and majority shareholders of the Company have approved the transaction. (D) On December 20, 2021, Dr. Low entered into two deeds of assignment of intellectual properties with WKL Eco Earth Holdings, in respect of Dr. Low’s patents and patent applications relating to eco-friendly air-conditioner condenser (external unit), evoair TM TM 63,362,756 EvoAir Shares, 14,297,259 EvoAir Shares and in aggregate 5,487,752 EvoAir Shares, respectively or approximately 62.25 %, 14.05 % and in aggregate 5.39 %, respectively of the Then Enlarged Share Capital in consideration for the IP Assignments. EvoAir Transaction, Change of Control Transaction and Allotment Transactions are collectively to be referred to as the “Transactions”. The closing of the Transactions (“Closing”) occurred on December 20, 2021 (the “Closing Date”). From and after the Closing Date, at which time EvoAir International transferred its HVAC business to the Company, the Company’s primary operations will consist of the prior operations of EvoAir International and its subsidiaries. EvoAir International is a company incorporated in BVI on November 17, 2021. Effective from the December 20, 2021, it wholly owns WKL Eco Earth Holdings, a company incorporated in Singapore on July 12, 2018, which in turn wholly owns (a) WKL Eco Earth, a Malaysian company incorporated on May 17, 2017, and (b) WKL Green Energy, a Malaysian company incorporated on October 24, 2017. WKL Eco Earth Holdings acquired (c) EvoAir Manufacturing (M) Sdn Bhd (“EvoAir Manufacturing”) on April 19, 2021, a Malaysian company incorporated on March 22, 2019, as well as acquiring (d) WKL EcoEarth Indochina Co Ltd (“WKL EcoEarth Indochina”), a Cambodia company incorporated on February 4, 2021, (e) WKL Guanzhe Green Technology Guangzhou Co Ltd (“WKL Guanzhe”), a Chinese company incorporated on April 6, 2021. EvoAir Manufacturing wholly owns (f) Evo Air Marketing (M) Sdn Bhd (“Evo Air Marketing”), a Malaysian company incorporated on February 2, 2021. On June 15, 2022, the Company filed a Certificate of Amendment (the “Amendment”) to the Articles of Incorporation with Nevada’s Secretary of State to change the name of the Company from Unex Holdings Inc. to EvoAir Holdings Inc. (the “Name Change”), and the Name Change became market effective on November 4, 2022. Effective on November 11, 2022, the Company’s shares began trading under the new ticker symbol “EVOH”. Round 2 Stockholders The Company entered into a series of offerings for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $ 2.50 , as follows: ● On February 15, 2022, the Company entered into certain share subscription agreement with Ms. Ang Lee Kim Jane, who is a “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to issue and sell 74,074 shares of Common Stock, at a per share purchase price of $ 2.50 , as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $ 2.50 . The gross proceeds were $ 185,185 . ● On June 3, 2022, the Company entered into certain share subscription agreement with Mr. Wong Hon Wai who is a “non-U.S. Persons” as defined in Regulation S of the Securities Act pursuant to which the Company agreed to issue and sell 5,000 shares of Common Stock, at a per share purchase price of $ 2.50 , as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $ 2.50 . The gross proceeds were $ 12,500 . ● On October 25, 2022, the Company entered into Regulation S share subscription agreements with eight investors, each of whom represented that it was a “non-U.S. Persons” as defined in Securities Act. On the same date, the Company entered into Regulation D share subscription agreements with two investors, each of whom represented that it was an “Accredited Investors” as defined in Regulation D of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 129,621 shares of Common Stock to the Regulation S investors, and (ii) 15,000 shares of Common Stock to the Regulation D investors, respectively, at a per share purchase price of $ 2.50 , as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $ 2.50 . The gross proceeds in aggregate were $ 361,553 . ● On February 20, 2023, the Company entered into Regulation S share subscription agreements with eleven investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 57,783 shares of Common Stock to the Regulation S investors, at a per share purchase price of $ 2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $ 2.50 . The gross proceeds in aggregate were $ 144,443 . ● On July 13, 2023, the Company entered into Regulation S share subscription agreements with 31 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 250,132 shares of Common Stock to the Regulation S Investors, at a per share purchase price of $ 2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $ 2.50 . The gross proceeds in aggregate were approximately $ 625,330 . ● On September 7, 2023, the Company entered into Regulation S share subscription agreements with 71 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, 365,164 shares of Common Stock to the Regulation S investors, at a per share purchase price of $ 2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $ 2.50 . The gross proceeds in aggregate were approximately $ 912,889 . ● On November 21, 2023, the Company entered into a Regulation S share subscription agreement with Wong Chun Shoong who represented that he was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreement, the Company agreed to issue and sell in aggregate, 8,658 shares of Common Stock to the Regulation S investors, at a per share purchase price of $ 2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $ 2.50 . The gross proceeds in aggregate were approximately $ 21,645 . 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 % | 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 $ 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 common stock, with par vaue of $ 0.001 of the 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 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 (“Then Enlarged Share Capital”): (A) On December 20, 2021, Dr. Low and Chan Kok Wei entered into a share exchange agreement with WKL Eco Earth Holdings Pte Ltd (“WKL Eco Earth Holdings”), pursuant to which Dr. Low and Chan Kok Wei agreed to sell all their ordinary shares of WKL Green Energy Sdn Bhd (“WKL Green Energy”) to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global Limited and Allegro Investment (BVI) Limited (“Allegro Investment”), a company incorporated in the British Virgin Islands with 50 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, Allegro Investment 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”. Round 2 Stockholders The Company entered into a series of offerings for an aggregate of up to 6,000,000 2.50 ● On February 15, 2022, the Company entered into certain share subscription agreement with Ms. Ang Lee Kim Jane, who is a “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to issue and sell 74,074 2.50 6,000,000 2.50 185,185 ● On June 3, 2022, the Company entered into certain share subscription agreement with Mr. Wong Hon Wai who is a “non-U.S. Persons” as defined in Regulation S of the Securities Act pursuant to which the Company agreed to issue and sell 5,000 2.50 6,000,000 2.50 12,500 ● On October 25, 2022, the Company entered into Regulation S share subscription agreements with eight investors, each of whom represented that it was a “non-U.S. Persons” as defined in Securities Act. On the same date, the Company entered into Regulation D share subscription agreements with two investors, each of whom represented that it was an “Accredited Investors” as defined in Regulation D of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 129,621 15,000 2.50 6,000,000 2.50 361,553 ● On February 20, 2023, the Company entered into Regulation S share subscription agreements with eleven investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 57,783 2.50 6,000,000 2.50 144,443 ● On July 13, 2023, the Company entered into Regulation S share subscription agreements with 31 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 250,132 2.50 6,000,000 2.50 625,330 ● On September 7, 2023, the Company entered into Regulation S share subscription agreements with 71 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, 365,164 2.50 6,000,000 2.50 912,889 ● On November 21, 2023, the Company entered into a Regulation S share subscription agreement with Wong Chun Shoong who represented that he was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreement, the Company agreed to issue and sell in aggregate, 8,658 2.50 6,000,000 2.50 21,645 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 | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 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 restricted shares of the Company’s ordinary shares representing approximately 67.34 % of the Company’s then issued and outstanding shares, sold his entire shareholding of the Company to WKL Global for an aggregate consideration of $ 100 . Upon completion of the Change of Control Transaction, WKL Global then owned 2,000,000 shares, or approximately 67.34 % of the Company’s then issued and outstanding shares, which resulted in a change of control of the Company. | 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 | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GOING CONCERN | NOTE 3 – GOING CONCERN The Company’s financial statements as of November 30, 2023, is prepared using generally accepted accounting principles in the United States of America (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established a sustainable ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. As of November 30, 2023, and August 31, 2023, the Company had an accumulated deficit of $ 14,967,589 and $ 13,523,266 respectively. The Company incurred net loss of $ 1,524,321 and $ $ 1,440,362 for the three months ended November 30, 2023, and November 30, 2022, respectively. The cash used in operating activities was $ 103,466 and $ 264,216 for the three months ended November 30, 2023, and November 30, 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 development of HVAC business (“HVAC Business”) pursuant to 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 in conjunction with the Company’s plan to uplist on Nasdaq Capital Market/ NYSE American LLC to finance the operations as well as business expansion. The 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 3 – GOING CONCERN The Company’s financial statements as of August 31, 2023, is prepared using generally accepted accounting principles in the United States of America (“U.S. GAAP”) As of August 31, 2023, and August 31, 2022, the Company had an accumulated deficit of $ 13,523,266 and $ 7,465,373 6,057,893 5,231,877 1,674,395 1,540,167 FYE With the injection of HVAC business into the Company (“HVAC Business”) pursuant to the Transactions (defined in Note 1 The 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 | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 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 Company in accordance with U.S. GAAP for financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of EvoAir International, WKL Eco Earth Holdings, WKL Eco Earth, WKL Green Energy, and its 67.5 % owned EvoAir Manufacturing which included a 100 % owned subsidiary, Evo Air Marketing, 55 % owned WKL EcoEarth Indochina, and its 55 % owned WKL Guanzhe. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Management, the accompanying financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly all financial statements in accordance with U.S. GAAP. The non-controlling interests are presented in the consolidated balance sheets, separately from equity attributable to the stockholders of the Company. Non-controlling interests in the results of the Company are presented on the face of the consolidated statements of operations and comprehensive loss as an allocation of the total loss for the year between non-controlling interest holders and the stockholders of the Company. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. Key estimates in the accompanying consolidated financial statements include, among others, revenue recognition, allowances for doubtful accounts and product returns, provisions for obsolete inventory, valuation of long-lived assets and Rights of Use (“ROU”) assets (including lease liabilities), and deferred income tax asset valuation allowances. Actual results could differ materially from these estimates. 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 institution. WKL Guanzhe business is primarily conducted in China and substantially all of revenue are denominated in RMB. The government of People’s Republic of China (“PRC”) imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. Comprehensive Gain or Loss ASC 220 “Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of November 30, 2023, and August 31, 2023, the Company established that there are items that represented components of comprehensive income and, therefore, has included a statement of comprehensive income in the financial statements. Foreign Currency Translation The functional currency of Chinese operations is Chinese Renminbi, (“RMB”). The functional currency of the Company’s Singapore operations is Singapore dollars (“SGD”). The functional currency of the Company’s Malaysia operations is Ringgit Malaysia (“RM”). Management has adopted ASC 830 “Foreign Currency Matters” for transactions that occur in foreign currencies. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States Dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’ equity. Accounts 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 November 30, 2023, and August 31, 2023, our accounts receivable amounted to $ 51,620 and $ 44,130 , 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 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 and trademarks related to assignments of intellectual properties by Dr. Low into WKL Eco Earth Holdings under the IP Assignments as contemplated in Note 1. The intangible assets are recorded at fair market value and are amortized using the straight-line method over an estimated life of 20 years for both patents and trademarks. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company does not disaggregate its revenue streams as the economic factors underlying the contracts are similar and provide no significant distinction. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Deferred Revenue The Company collects deposits from customers in advance for some business contracts. The customer payments received in advance are recorded as deferred revenue on the balance sheet. The deferred revenue of $ 440,069 was recorded as of August 31, 2023, with $ 49,972 recognized as revenue for three months ended November 30, 2023. The Company recognized $ 390,083 deferred revenue as of November 30, 2023 . Leases We have entered into operating agreements primarily for office and factory. We determine if an arrangement is a lease at inception. For all classes of underlying assets, we elect not to recognize right of use assets or lease liabilities when a lease has a lease term of 12 months or less at the commencement date and does not include an option to purchase the underlying asset that we are reasonably certain to exercise. Operating lease assets and liabilities are included on our consolidated balance sheet as of November 30, 2023. Operating lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit in most of our leases is not readily determinable. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in the economic environments where the leased asset is located. Operating lease assets also include any prepaid lease payments and lease incentives. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancellable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. Our lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. We combine fixed payments for non-lease components with our lease payments and account for them together as a single lease component, which increases the amount of our lease assets and liabilities. Income Taxes The Company utilizes ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. 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 November 30, 2023, the Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related earnings per share guidance. This standard becomes effective for the Company beginning on October 1, 2024. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company adopted this guidance effective September 1, 2023, and the adoption of this standard did not have a material impact on its consolidated financial statements. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. | NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation: The accompanying 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 consolidated financial statements include the accounts of EvoAir International, WKL Eco Earth Holdings, WKL Eco Earth, WKL Green Energy, and its 67.5 100 55 55 pursuant to 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, EVOH’s consolidated balance sheets as of August 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 in consolidation. In the opinion of the Management, the accompanying financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly all financial statements in accordance with U.S. GAAP. The non-controlling interests are presented in the consolidated balance sheets, separately from equity attributable to the stockholders of the Company. Non-controlling interests in the results of the Company are presented on the face of the consolidated statements of operations and comprehensive loss as an allocation of the total loss for the year between non-controlling interest holders and the stockholders of the Company. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. Key estimates in the accompanying consolidated financial statements include, among others, revenue recognition, allowances for doubtful accounts and product returns, provisions for obsolete inventory, valuation of long-lived assets and Rights of Use (“ROU”) assets (including lease liabilities), and deferred income tax asset valuation allowances. Actual results could differ materially from these estimates. 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 institution. WKL Guanzhe business is primarily conducted in China and substantially all of revenue are denominated in RMB. The government of People’s Republic of China (“PRC”) imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. Comprehensive Gain or Loss ASC 220 “Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of August 31, 2023, and August 31, 2022, the Company established that there are items that represented components of comprehensive income and, therefore, has included a statement of comprehensive income in the financial statements. Foreign Currency Translation The functional currency of Chinese operations is Chinese Renminbi, (“RMB”). The functional currency of the Company’s Singapore operations is Singapore dollars (“SGD”). The functional currency of the Company’s Malaysia operations is Ringgit Malaysia (“RM”). Management has adopted ASC 830 “Foreign Currency Matters” for transactions that occur in foreign currencies. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States Dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’ equity. Accounts 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 August 31, 2023, and August 31, 2022, our accounts receivable amounted to $ 44,130 and $ 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 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 and trademarks related to assignments of intellectual properties by Dr. Low into WKL Eco Earth Holdings under the IP Assignments as contemplated in Note 1. The intangible assets are recorded at fair market value and are amortized using the straight-line method over an estimated life of 20 years 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 revenues the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Deferred Revenue The Company collects deposits from customers in advance for some business contracts. The customer payments received in advance are recorded as deferred revenue on the balance sheet. The deferred revenue of $ 513,072 110,134 440,069 56,806 recognized as revenue as of the report date. Leases We have entered into operating agreements primarily for office and factory. We determine if an arrangement is a lease at inception. For all classes of underlying assets, we elect not to recognize right of use assets or lease liabilities when a lease has a lease term of 12 months or less at the commencement date and does not include an option to purchase the underlying asset that we are reasonably certain to exercise. Operating lease assets and liabilities are included on our consolidated balance sheet as of August 31, 2023. Operating lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit in most of our leases is not readily determinable. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in the economic environments where the leased asset is located. Operating lease assets also include any prepaid lease payments and lease incentives. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancellable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. Our lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. We combine fixed payments for non-lease components with our lease payments and account for them together as a single lease component, which increases the amount of our lease assets and liabilities. Income Taxes The Company utilizes ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. 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 August 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 | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
INVENTORIES | NOTE 5 INVENTORIES Inventories consist of the following: SCHEDULE OF INVENTORIES November 30, 2023 August 31, 2023 Finished goods $ 296,717 $ 329,420 Raw materials and supplies 157,704 138,869 Work in progress 230,585 162,189 Total inventory on hand $ 685,006 $ 630,478 | NOTE 5 INVENTORIES Inventories consist of the following: SUMMARY OF INVENTORIES August 31, 2023 August 31, 2022 Finished goods $ 329,420 $ 385,102 Raw materials and supplies 138,869 162,820 Work in progress 162,189 71,074 Total inventory on hand $ 630,478 $ 618,996 |
DEPOSIT, PREPAYMENTS AND OTHER
DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 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 November 30, 2023 August 31, 2023 Deposits and Prepayments $ 122,364 $ 20,777 Other receivables (Advances to suppliers) 373,086 596,730 Total $ 495,450 $ 617,507 | NOTE 6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES Deposit, prepayments, and other receivables consists of the following: SCHEDULE OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES August 31, 2023 August 31, 2022 Deposits and Prepayment 20,777 61,270 Other receivables (Advances to suppliers) 596,730 770,396 Total 617,507 831,666 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 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 November 30, 2023 August 31, 2023 Plant and machineries $ 584,500 $ 476,219 Office equipment 56,191 55,848 Vehicles 77,170 77,497 Furniture and equipment 22,191 22,285 Renovation 112,827 113,305 Property, plant and equipment gross 852,879 745,154 Less: Accumulated depreciation (377,136 ) (281,767 ) Property, plant and equipment, net $ 475,743 $ 463,387 Depreciation expense for the three months ended November 30, 2022, was $ 35,126 . Depreciation expense for the year ended November 30, 2023, was $ 95,369 . | NOTE 7 PROPERTY, PLANT AND EQUIPMENT, NET Property, plant, and equipment consist of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT August 31, 2023 August 31, 2022 Plant and machineries $ 476,219 $ 464,019 Office equipment 55,848 55,587 Vehicles 77,497 71,860 Furniture and equipment 22,285 26,577 Renovation 113,305 134,309 Property plant and equipment gross 745,154 752,352 Less: Accumulated depreciation (281,767 ) (149,597 ) Property, plant and equipment, net $ 463,387 $ 602,755 Depreciation expense for the year ended August 31, 2022, was $ 95,158 132,170 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | NOTE 8 – INTANGIBLE ASSETS The below table summarizes the identifiable intangible assets as of November 30, 2023, and August 31, 2023: SUMMARY OF INTANGIBLE ASSETS November 30, 2023 August 31, 2023 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 (7,968,328 ) (6,928,981 ) Intangible assets, net $ 75,179,439 $ 76,218,786 Amortization expenses for intangible assets for the three months ended November 30, 2023, and November 30, 2022 were $ 1,039,347 and $ 1,065,646 respectively. | NOTE 8 – INTANGIBLE ASSETS The below table summarizes the identifiable intangible assets as of August 31, 2023, and August 31, 2022: SUMMARY OF INTANGIBLE ASSETS August 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 (6,928,981 ) (2,771,592 ) Intangible assets, net $ 76,218,786 $ 80,376,175 Amortization expense for intangible assets for the year ended August 31, 2022, was $ 2,771,592 4,157,389 |
ACCOUNTS PAYABLE, ACCRUALS, AND
ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 31, 2023 | |
Payables and Accruals [Abstract] | ||
ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES | NOTE 9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES Accounts payable and accruals, and other payables consist of the following: SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE November 30, 2023 August 31, 2023 Accounts payable $ 232,964 $ 40,939 Accruals 56,673 129,949 Other payables 19,100 27,487 Total $ 308,737 $ 198,375 | NOTE 9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES Accounts payable and accruals, and other payables consist of the following: SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE August 31, 2023 August 31, 2022 Accounts payable $ 40,939 $ 110,782 Accruals 129,949 106,048 Other payables 27,487 31,980 Total $ 198,375 $ 248,810 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 31, 2023 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 10 RELATED PARTY TRANSACTIONS Amounts due to shareholders Amounts due to shareholders are unsecured, with interest of 3% per annum and tenure of 6 months, or mutually between the parties . The Company reported amount due to shareholders of $ 398,747 and $ 232,095 as of November 30, 2023, and August 31, 2023, respectively. | 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 $ 232,095 2,301 Eco Awareness Eco Awareness Eco Awareness Life Eco Awareness The sales generated from Eco Awareness Nil 22,903 Eco Awareness Nil The purchases from Eco Awareness Nil 15,904 Eco Awareness Nil |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 31, 2023 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 11 STOCKHOLDERS’ EQUITY On December 16, 2021, the Company increased the authorized common stock from 75,000,000 shares with a par value of $ 0.001 per share to 1,000,000,000 shares with a par value of $ 0.001 per share. During the three months period ended November 30, 2022, the Company issued 119,621 shares of common stock, par value $ 0.001 per share at a per share purchase price of $ 2.50 for gross proceeds of $ 299,055 , 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 three months period ended November 30, 2022, the Company also issued 30,000 shares of common stock, for gross proceeds of $ 75,000 received during the 3 months ended August 31, 2022. As such, the Company had $ 0 shares to be issued on November 30, 2022. During the three months period ended November 30, 2022, the Company received cash proceeds of $ 100 from capital contribution. During the three months period ended November 30, 2023, the Company issued 373,822 shares of Common Stock at a per share purchase price of $ 2.50 as the Offering for gross proceeds of $ 934,534 received in the fiscal year ended August 31,2023. During the three months period ended November 30, 2023, the Company issued in aggregate, 52,107 shares of Common Stock to 15 referral agents in consideration for their referral to the Company of certain investors. On November 21, 2023, the Company issued, in aggregate, 5,500 shares of Common Stock to two individuals in consideration for marketing services provided to the Company by Artisan Creative Studio, a marketing entity based in Malaysia. As such, the Company had $ 0 shares to be issued on November 30, 2023. As of November 30, 2023, and August 31, 2023, the Company had 102,742,362 and 102,310,933 shares of its common stock issued and outstanding, respectively. | NOTE 11 STOCKHOLDERS’ EQUITY On December 16, 2021, the Company has increased the authorized common stock from 75,000,000 0.001 1,000,000,000 0.001 During the year ended August 31, 2022, the Company issued 1,116,055 1,004,442 During the year ended August 31, 2022, the Company issued 83,147,767 During FYE 14,443,501 During FYE 30,000 72,000 During FYE 74,074 0.001 2.50 185,185 6,000,000 2.50 During FYE 199,845 75,000 30,000 During the FYE 2023 the Company issued 427,536 2.50 1,068,728 During the FYE 2023, the Company received cash proceeds of $ 934,534 373,822 2.50 500 As of August 31, 2023, and August 31, 2022, the Company had 102,310,933 101,853,397 |
INCOME TAXES
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 12 INCOME TAXES The Company’s operating subsidiaries are governed by the Income Tax Law (defined hereunder), which concerns Foreign Investment Enterprises and Foreign Enterprises and various local income tax laws (“Income Tax Laws”). We routinely undergo examinations in the jurisdictions in which we operate. The Company has operations in Singapore, Malaysia, Cambodia, BVI, and China that are subject to taxes in the jurisdictions in which they operate, as follows: Singapore WKL Eco Earth Holdings is incorporated in Singapore, and under the current tax laws of Singapore, its standard corporate income tax rate is 17 %. Malaysia WKL Eco Earth, WKL Green Energy and Evoair Manufacturing (including its 100 % subsidiary Evo Air Marketing) are incorporated in Malaysia and are subject to common corporate income tax rate at 24 %. Cambodia WKL EcoEarth Indochina is incorporated in Cambodia, and under the current tax laws of Cambodia, its standard corporate tax rate is 20 %. BVI EvoAir International is incorporated in BVI, and a BVI Business Company is exempt from the BVI income tax. China WKL Guanzhe is incorporated in China. Under the current tax law in the PRC, WKL Guanzhe is subject to the enterprise income tax rate of 25 %. Due to the Company’s net loss position, there was no provision for income taxes recorded. As a result of the Company’s losses to date, there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded. Reconciliation between the statutory tax rate to income before income taxes and the actual provision for income taxes is as follows: SCHEDULE OF RECONCILIATION BETWEEN THE STATUTORY TAX RATE AND THE ACTUAL PROVISION Three Months Ended November 30, 2023 2022 US Statutory rate 21 % 21 % Effect of reconciling items for tax purposes (21 )% (21 )% Effective income tax rate - % - % The components of net deferred tax assets are as follows: SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS November 30, 2023 August 31, 2023 Net operating loss carry-forward $ 14,960,000 $ 13,520,000 Less: valuation allowance (14,960,000 ) (13,520,000 ) Net deferred tax asset - - The Company had net operating loss carry forwards for tax purposes of approximately $ 14,960,000 at November 30, 2023, and approximately $ 13,520,000 at August 31, 2023, which may be available to offset future taxable income. Utilization of the net operating loss carry forwards may be subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue Code of 1986, as amended. The annual limitation may result in the expiration of net operating loss carry forwards before utilization. | NOTE 12 INCOME TAXES The Company’s operating subsidiaries are governed by the Income Tax Law, which is concerning Foreign Investment Enterprises and Foreign Enterprises and various local income tax laws (“the Income Tax Laws”). We are routinely undergoing 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. Reconciliation between the statutory tax rate to income before income taxes and the actual provision for income taxes is as follows: SCHEDULE OF RECONCILIATION BETWEEN THE STATUTORY TAX RATE AND THE ACTUAL PROVISION Twelve Months Ended August 31, 2023 2022 US Statutory rate 21 % 21 % Effect of reconciling items for tax purposes (21 )% (21 )% Effective income tax rate - % - % The components of net deferred tax assets are as follows: SCHEDULE OF COMPONENTS ON NET DEFERRED TAX ASSET August 31, 2023 August 31, 2022 Net operating loss carry-forward $ 13,520,000 $ 7,470,000 Less: valuation allowance (13,520,000 ) (7,470,000 ) Net deferred tax asset - - The Company had net operating loss carry forwards for tax purposes of approximately $ 13,520,000 7,470,000 |
ROU ASSET AND LEASES
ROU ASSET AND LEASES | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 31, 2023 | |
Rou Asset And Leases | ||
ROU ASSET AND LEASES | NOTE 13 ROU ASSET AND LEASES A lease is defined as a contract that conveys the right to control the use of identifiable tangible property for a period of time in exchange for consideration. 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 office and factory. The Company elected to not recognize ROU assets and lease liabilities arising from short-term leases with initial lease terms of twelve months or less (deemed immaterial) on the accompanying consolidated balance sheets. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on the effective interest, the effective amortization on the lease liability. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. When measuring lease liabilities for leases that were classified as operating leases as of November 30, 2023, the Company discounted lease payments using its estimated incremental borrowing rate of 10 %. On March 28, 2023, the Company entered into a lease termination agreement to its Cambodia office lease at #65, 1st, 2nd and 3rd Floor, Street 123, Sangkat Toul Tumpong I, Khan Chamkarman, Phnom Penh, Cambodia (the “Lease Termination”). The Lease Termination terminated the Company’s rights and obligations with respect to the leased premises on April 15, 2023. As such, the ROU assets and operating lease liabilities were remeasured, and the Company recorded a gain of $ 14,890 as a component of operating expenses for the year ended August 31, 2023. No impairment of the ROU assets was deemed to have occurred. The following is a summary of ROU asset and operating lease liabilities: SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES November 30, 2023 August 31, 2023 Assets: ROU asset $ 253,431 $ 271,021 Liabilities: Current: Operating lease liabilities current $ 87,912 $ 84,879 Non-current Operating lease liabilities noncurrent 176,612 198,163 Total lease liabilities $ 264,524 $ 283,042 As of November 30, 2023, remaining maturities of lease liabilities were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating lease 2024 $ 87,912 2025 94,376 2026 66,212 2027 16,024 2028 and thereafter - Total $ 264,524 | NOTE 13 ROU ASSET AND LEASES A lease is defined as a contract that conveys the right to control the use of identifiable tangible property for a period of time in exchange for consideration. 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 office and factory. The Company elected to not recognize ROU assets and lease liabilities arising from short-term leases with initial lease terms of twelve months or less (deemed immaterial) on the accompanying consolidated balance sheets. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on the effective interest, the effective amortization on the lease liability. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. When measuring lease liabilities for leases that were classified as operating leases as of August 31, 2023, 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 The following is a summary of ROU asset and operating lease liabilities: SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES August 31, 2023 August 31, 2022 Assets: ROU asset $ 271,021 $ 442,020 Liabilities: Current: Operating lease liabilities , current $ 84,879 $ 117,686 Non-current Operating lease liabilities , noncurrent 198,163 355,186 Total lease liabilities $ 283,042 $ 472,872 As of August 31, 2023, remaining maturities of lease liabilities were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating lease 2024 $ 84,880 2025 95,314 2026 75,035 2027 27,813 2028 and thereafter - Total $ 283,042 |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Aug. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 14 CONCENTRATIONS Revenues For the years ended August 31, 2023, and 2022, the following customers comprised more than 10% of total sales: SCHEDULE OF CUSTOMERS AND VENDORS For the years August 31, 2023 August 31, 2022 Customer #1 18 % - Customer #2 - 27 % Customer #3 - 13 % * Accounted for less than 10% for the year. Accounts receivable As of the years ended August 31, 2023, and 2022, the following customers comprised more than 10% of total accounts receivable: SCHEDULE OF CUSTOMERS AND VENDORS For the year ended August 31, 2023 August 31, 2022 Customer #1 11 % * Customer #2 10 % - * Customer #3 - 12 % Customer #4 - 14 % Customer #5 - 19 % * Accounted for less than 10% for the year end. Purchases For the years ended August 31, 2023, and 2022, the following vendors comprised more than 10% of total purchases: SCHEDULE OF CUSTOMERS AND VENDORS For the years August 31, 2023 August 31, 2022 Vendor #1 32 % 18 % Vendor #2 18 % - Vendor #3 - 15 % Vendor #4 - 15 % Vendor #5 - 37 % * Accounted for less than 10% for the year. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 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. The outcome of the above case very much depends on the evidence produced and the weight of the Court places on the evidence. As it stands, WKL has a probability of success in its Counterclaim against the parties. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. | NOTE 15 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. The outcome of the above case very much depends on the evidence produced and the weight of the Court places on the evidence. As it stands, WKL has a probability of success in its Counterclaim against the parties. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 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 November 30, 2023, to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements, except as follow: On December 12, 2023, EvoAir Manufacturing entered into an OEM supply agreement (the “Agreement”) with Tadmonsori Holdings Sdn Bhd (“THSB”) pursuant to which the parties have agreed for THSB to purchase certain products (the “Products”) from EvoAir Manufacturing to resell directly under THSB’s branding, trademark, graphics, packaging designs and artwork, with the insertion of the words “Powered by EVOAIR” inserted at the back of each Product, to THSB end user customers. The Agreement will be renewable on a three-year basis, and upon the execution of the Agreement, THSB shall have made a minimum order of 3,000 units of the Products upon signing of the Agreement, and to target a total sales turnover of 105,000,000 22,522,522 | NOTE 16 SUBSEQUENT EVENTS In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to August 31, 2023, to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements, except as follow: On September 7, 2023, the Company entered into Regulation S share subscription agreements with 71 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended. Pursuant to the Regulation S SPAs, the Company agreed to issue and sell in aggregate, 365,164 0.001 2.50 6,000,000 2.50 912,889 On November 21, 2023, the Company entered into Regulation S share subscription with one Regulation S Investor, who represented that he was a “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended. Pursuant to the Regulation S SPA, the Company agreed to issue and sell in aggregate, 8,658 0.001 2.50 6,000,000 2.50 21,645 On November 21, 2023, the Company issued in aggregate, 52,107 On November 21, 2023, the Company issued in aggregate, 5,500 On December 12, 2023, EvoAir Manufacturing entered into an OEM supply agreement (the “Agreement”) with Tadmonsori Holdings Sdn Bhd (“THSB”) pursuant to which the parties have agreed for THSB to purchase certain products (the “Products”) from EvoAir Manufacturing to resell directly under THSB’s branding, trademark, graphics, packaging designs and artwork, with the insertion of the words “Powered by EVOAIR” inserted at the back of each Product, to THSB end user customers. The Agreement will be renewable on a three-year basis, and upon the execution of the Agreement, THSB shall have made a minimum order of 3,000 units of the Products upon signing of the Agreement, and to target a total sales turnover of 105,000,000 22,522,522 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 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 Company in accordance with U.S. GAAP for financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of EvoAir International, WKL Eco Earth Holdings, WKL Eco Earth, WKL Green Energy, and its 67.5 % owned EvoAir Manufacturing which included a 100 % owned subsidiary, Evo Air Marketing, 55 % owned WKL EcoEarth Indochina, and its 55 % owned WKL Guanzhe. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Management, the accompanying financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly all financial statements in accordance with U.S. GAAP. The non-controlling interests are presented in the consolidated balance sheets, separately from equity attributable to the stockholders of the Company. Non-controlling interests in the results of the Company are presented on the face of the consolidated statements of operations and comprehensive loss as an allocation of the total loss for the year between non-controlling interest holders and the stockholders of the Company. | Basis of presentation and principles of consolidation: The accompanying 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 consolidated financial statements include the accounts of EvoAir International, WKL Eco Earth Holdings, WKL Eco Earth, WKL Green Energy, and its 67.5 100 55 55 pursuant to 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, EVOH’s consolidated balance sheets as of August 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 in consolidation. In the opinion of the Management, the accompanying financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly all financial statements in accordance with U.S. GAAP. The non-controlling interests are presented in the consolidated balance sheets, separately from equity attributable to the stockholders of the Company. Non-controlling interests in the results of the Company are presented on the face of the consolidated statements of operations and comprehensive loss as an allocation of the total loss for the year between non-controlling interest holders and the stockholders of the Company. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. Key estimates in the accompanying consolidated financial statements include, among others, revenue recognition, allowances for doubtful accounts and product returns, provisions for obsolete inventory, valuation of long-lived assets and Rights of Use (“ROU”) assets (including lease liabilities), and deferred income tax asset valuation allowances. Actual results could differ materially from these estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. Key estimates in the accompanying consolidated financial statements include, among others, revenue recognition, allowances for doubtful accounts and product returns, provisions for obsolete inventory, valuation of long-lived assets and Rights of Use (“ROU”) assets (including lease liabilities), and deferred income tax asset valuation allowances. Actual results could differ materially from these estimates. |
Fiscal Year End | Fiscal Year End The Company operates on a fiscal year basis with the fiscal year ending on August 31. | 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 institution. WKL Guanzhe business is primarily conducted in China and substantially all of revenue are denominated in RMB. The government of People’s Republic of China (“PRC”) imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. The Company places its cash with a high credit quality financial institution. WKL Guanzhe business is primarily conducted in China and substantially all of revenue are denominated in RMB. The government of People’s Republic of China (“PRC”) imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. |
Comprehensive Gain or Loss | 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 November 30, 2023, and August 31, 2023, the Company established that there are items that represented components of comprehensive income and, therefore, has included a statement of comprehensive income in the financial statements. | 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 August 31, 2023, and August 31, 2022, the Company established that there are items that represented components of comprehensive income and, therefore, has included a statement of comprehensive income in the financial statements. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of Chinese operations is Chinese Renminbi, (“RMB”). The functional currency of the Company’s Singapore operations is Singapore dollars (“SGD”). The functional currency of the Company’s Malaysia operations is Ringgit Malaysia (“RM”). Management has adopted ASC 830 “Foreign Currency Matters” for transactions that occur in foreign currencies. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States Dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’ equity. | Foreign Currency Translation The functional currency of Chinese operations is Chinese Renminbi, (“RMB”). The functional currency of the Company’s Singapore operations is Singapore dollars (“SGD”). The functional currency of the Company’s Malaysia operations is Ringgit Malaysia (“RM”). Management has adopted ASC 830 “Foreign Currency Matters” for transactions that occur in foreign currencies. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States Dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’ equity. |
Accounts 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 November 30, 2023, and August 31, 2023, our accounts receivable amounted to $ 51,620 and $ 44,130 , respectively, with no allowance for doubtful accounts for both periods. | 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 August 31, 2023, and August 31, 2022, our accounts receivable amounted to $ 44,130 and $ 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. | 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. | 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 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. | 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 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 and trademarks related to assignments of intellectual properties by Dr. Low into WKL Eco Earth Holdings under the IP Assignments as contemplated in Note 1. The intangible assets are recorded at fair market value and are amortized using the straight-line method over an estimated life of 20 years for both patents and trademarks. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value. | Intangible Assets and Other Long-Lived Assets The Company’s intangible assets consist of patents and trademarks related to assignments of intellectual properties by Dr. Low into WKL Eco Earth Holdings under the IP Assignments as contemplated in Note 1. The intangible assets are recorded at fair market value and are amortized using the straight-line method over an estimated life of 20 years 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 revenues the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. | 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 revenues the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. |
Deferred Revenue | 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 deferred revenue of $ 440,069 was recorded as of August 31, 2023, with $ 49,972 recognized as revenue for three months ended November 30, 2023. The Company recognized $ 390,083 deferred revenue as of November 30, 2023 . | 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 deferred revenue of $ 513,072 110,134 440,069 56,806 recognized as revenue as of the report date. |
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 right of use assets or lease liabilities when a lease has a lease term of 12 months or less at the commencement date and does not include an option to purchase the underlying asset that we are reasonably certain to exercise. Operating lease assets and liabilities are included on our consolidated balance sheet as of November 30, 2023. Operating lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit in most of our leases is not readily determinable. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in the economic environments where the leased asset is located. Operating lease assets also include any prepaid lease payments and lease incentives. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancellable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. 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. | Leases We have entered into operating agreements primarily for office and factory. We determine if an arrangement is a lease at inception. For all classes of underlying assets, we elect not to recognize right of use assets or lease liabilities when a lease has a lease term of 12 months or less at the commencement date and does not include an option to purchase the underlying asset that we are reasonably certain to exercise. Operating lease assets and liabilities are included on our consolidated balance sheet as of August 31, 2023. Operating lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit in most of our leases is not readily determinable. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in the economic environments where the leased asset is located. Operating lease assets also include any prepaid lease payments and lease incentives. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancellable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. 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 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. | Income Taxes The Company utilizes ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. 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. | 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 November 30, 2023, the Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding. | 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 August 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 In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related earnings per share guidance. This standard becomes effective for the Company beginning on October 1, 2024. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company adopted this guidance effective September 1, 2023, and the adoption of this standard did not have a material impact on its consolidated financial statements. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. | 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) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 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 % | 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) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 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 | 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) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
SCHEDULE OF INVENTORIES | Inventories consist of the following: SCHEDULE OF INVENTORIES November 30, 2023 August 31, 2023 Finished goods $ 296,717 $ 329,420 Raw materials and supplies 157,704 138,869 Work in progress 230,585 162,189 Total inventory on hand $ 685,006 $ 630,478 | Inventories consist of the following: SUMMARY OF INVENTORIES August 31, 2023 August 31, 2022 Finished goods $ 329,420 $ 385,102 Raw materials and supplies 138,869 162,820 Work in progress 162,189 71,074 Total inventory on hand $ 630,478 $ 618,996 |
DEPOSIT, PREPAYMENTS AND OTHE_2
DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES (Tables) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 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 November 30, 2023 August 31, 2023 Deposits and Prepayments $ 122,364 $ 20,777 Other receivables (Advances to suppliers) 373,086 596,730 Total $ 495,450 $ 617,507 | Deposit, prepayments, and other receivables consists of the following: SCHEDULE OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES August 31, 2023 August 31, 2022 Deposits and Prepayment 20,777 61,270 Other receivables (Advances to suppliers) 596,730 770,396 Total 617,507 831,666 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 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 November 30, 2023 August 31, 2023 Plant and machineries $ 584,500 $ 476,219 Office equipment 56,191 55,848 Vehicles 77,170 77,497 Furniture and equipment 22,191 22,285 Renovation 112,827 113,305 Property, plant and equipment gross 852,879 745,154 Less: Accumulated depreciation (377,136 ) (281,767 ) Property, plant and equipment, net $ 475,743 $ 463,387 | Property, plant, and equipment consist of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT August 31, 2023 August 31, 2022 Plant and machineries $ 476,219 $ 464,019 Office equipment 55,848 55,587 Vehicles 77,497 71,860 Furniture and equipment 22,285 26,577 Renovation 113,305 134,309 Property plant and equipment gross 745,154 752,352 Less: Accumulated depreciation (281,767 ) (149,597 ) Property, plant and equipment, net $ 463,387 $ 602,755 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SUMMARY OF INTANGIBLE ASSETS | The below table summarizes the identifiable intangible assets as of November 30, 2023, and August 31, 2023: SUMMARY OF INTANGIBLE ASSETS November 30, 2023 August 31, 2023 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 (7,968,328 ) (6,928,981 ) Intangible assets, net $ 75,179,439 $ 76,218,786 | The below table summarizes the identifiable intangible assets as of August 31, 2023, and August 31, 2022: SUMMARY OF INTANGIBLE ASSETS August 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 (6,928,981 ) (2,771,592 ) Intangible assets, net $ 76,218,786 $ 80,376,175 |
ACCOUNTS PAYABLE, ACCRUALS, A_2
ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES (Tables) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 31, 2023 | |
Payables and Accruals [Abstract] | ||
SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE | Accounts payable and accruals, and other payables consist of the following: SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE November 30, 2023 August 31, 2023 Accounts payable $ 232,964 $ 40,939 Accruals 56,673 129,949 Other payables 19,100 27,487 Total $ 308,737 $ 198,375 | Accounts payable and accruals, and other payables consist of the following: SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE August 31, 2023 August 31, 2022 Accounts payable $ 40,939 $ 110,782 Accruals 129,949 106,048 Other payables 27,487 31,980 Total $ 198,375 $ 248,810 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
SCHEDULE OF RECONCILIATION BETWEEN THE STATUTORY TAX RATE AND THE ACTUAL PROVISION | Reconciliation between the statutory tax rate to income before income taxes and the actual provision for income taxes is as follows: SCHEDULE OF RECONCILIATION BETWEEN THE STATUTORY TAX RATE AND THE ACTUAL PROVISION Three Months Ended November 30, 2023 2022 US Statutory rate 21 % 21 % Effect of reconciling items for tax purposes (21 )% (21 )% Effective income tax rate - % - % | Reconciliation between the statutory tax rate to income before income taxes and the actual provision for income taxes is as follows: SCHEDULE OF RECONCILIATION BETWEEN THE STATUTORY TAX RATE AND THE ACTUAL PROVISION Twelve Months Ended August 31, 2023 2022 US Statutory rate 21 % 21 % Effect of reconciling items for tax purposes (21 )% (21 )% Effective income tax rate - % - % |
SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS | The components of net deferred tax assets are as follows: SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS November 30, 2023 August 31, 2023 Net operating loss carry-forward $ 14,960,000 $ 13,520,000 Less: valuation allowance (14,960,000 ) (13,520,000 ) Net deferred tax asset - - | The components of net deferred tax assets are as follows: SCHEDULE OF COMPONENTS ON NET DEFERRED TAX ASSET August 31, 2023 August 31, 2022 Net operating loss carry-forward $ 13,520,000 $ 7,470,000 Less: valuation allowance (13,520,000 ) (7,470,000 ) Net deferred tax asset - - |
ROU ASSET AND LEASES (Tables)
ROU ASSET AND LEASES (Tables) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 31, 2023 | |
Rou Asset And Leases | ||
SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES | The following is a summary of ROU asset and operating lease liabilities: SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES August 31, 2023 August 31, 2022 Assets: ROU asset $ 271,021 $ 442,020 Liabilities: Current: Operating lease liabilities , current $ 84,879 $ 117,686 Non-current Operating lease liabilities , noncurrent 198,163 355,186 Total lease liabilities $ 283,042 $ 472,872 | |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | As of November 30, 2023, remaining maturities of lease liabilities were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating lease 2024 $ 87,912 2025 94,376 2026 66,212 2027 16,024 2028 and thereafter - Total $ 264,524 | As of August 31, 2023, remaining maturities of lease liabilities were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating lease 2024 $ 84,880 2025 95,314 2026 75,035 2027 27,813 2028 and thereafter - Total $ 283,042 |
SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES | The following is a summary of ROU asset and operating lease liabilities: SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES November 30, 2023 August 31, 2023 Assets: ROU asset $ 253,431 $ 271,021 Liabilities: Current: Operating lease liabilities current $ 87,912 $ 84,879 Non-current Operating lease liabilities noncurrent 176,612 198,163 Total lease liabilities $ 264,524 $ 283,042 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
SCHEDULE OF CUSTOMERS AND VENDORS | For the years ended August 31, 2023, and 2022, the following customers comprised more than 10% of total sales: SCHEDULE OF CUSTOMERS AND VENDORS For the years August 31, 2023 August 31, 2022 Customer #1 18 % - Customer #2 - 27 % Customer #3 - 13 % * Accounted for less than 10% for the year. |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
SCHEDULE OF CUSTOMERS AND VENDORS | As of the years ended August 31, 2023, and 2022, the following customers comprised more than 10% of total accounts receivable: SCHEDULE OF CUSTOMERS AND VENDORS For the year ended August 31, 2023 August 31, 2022 Customer #1 11 % * Customer #2 10 % - * Customer #3 - 12 % Customer #4 - 14 % Customer #5 - 19 % * Accounted for less than 10% for the year end. |
Purchases [Member] | Supplier Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
SCHEDULE OF CUSTOMERS AND VENDORS | For the years ended August 31, 2023, and 2022, the following vendors comprised more than 10% of total purchases: SCHEDULE OF CUSTOMERS AND VENDORS For the years August 31, 2023 August 31, 2022 Vendor #1 32 % 18 % Vendor #2 18 % - Vendor #3 - 15 % Vendor #4 - 15 % Vendor #5 - 37 % * Accounted for less than 10% for the year. |
SUMMARY OF CONSOLIDATED SUBSIDI
SUMMARY OF CONSOLIDATED SUBSIDIARIES (Details) | Nov. 30, 2023 | Aug. 31, 2023 |
EvoAir International Limited (British Virgin Islands) [Member] | ||
Ownership percentage | 100% | 100% |
WKL Eco Earth Holdings Pte Ltd (Singapore) [Member] | EvoAir International Limited [Member] | ||
Ownership percentage | 100% | 100% |
WKL Eco Earth Sdn Bhd (Malaysia) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | ||
Ownership percentage | 100% | 100% |
WKL Green Energy Sdn Bhd (Malaysia) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | ||
Ownership percentage | 100% | 100% |
Evo Air Manufacturing (M) Sdn Bhd (Malaysia) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | ||
Ownership percentage | 67.50% | 67.50% |
WKLEco Earth Indochina Co Ltd (Cambodia) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | ||
Ownership percentage | 55% | 55% |
WKL Guanzhe Green Technology Guangzhou Co Ltd (China) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | ||
Ownership percentage | 55% | 55% |
Evo Air Marketing (M) Sdn Bhd (Malaysia) [Member] | Evo Air Manufacturing (M) Sdn Bhd [Member] | ||
Ownership percentage | 100% | 100% |
ORGANIZATION AND BUSINESS OPE_3
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Nov. 30, 2023 | Nov. 21, 2023 | Sep. 07, 2023 | Jul. 13, 2023 | Feb. 20, 2023 | Oct. 25, 2022 | Jun. 03, 2022 | Feb. 15, 2022 | Dec. 20, 2021 | Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | Dec. 16, 2021 | Dec. 15, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares issued | 102,742,362 | 101,779,323 | 102,742,362 | 101,853,397 | 102,310,933 | 101,853,397 | ||||||||||
Common stock, shares outstanding | 102,742,362 | 101,779,323 | 102,742,362 | 101,853,397 | 102,310,933 | 101,853,397 | ||||||||||
Shares issued | 0 | 373,822 | 30,000 | 427,536 | ||||||||||||
Purchase price | $ 2.50 | $ 2.50 | $ 2.50 | |||||||||||||
Gross proceeds | $ 299,055 | $ 75,000 | $ 1,068,728 | $ 185,185 | ||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued for services | 500 | |||||||||||||||
Shares issued | 373,822 | |||||||||||||||
Purchase price | $ 2.50 | |||||||||||||||
Gross proceeds | $ 21,645 | $ 912,889 | ||||||||||||||
Ms Ang Lee Kim Jane [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 74,074 | |||||||||||||||
Purchase price | $ 2.50 | |||||||||||||||
Gross proceeds | $ 185,185 | |||||||||||||||
Ms Ang Lee Kim Jane [Member] | Maximum [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 6,000,000 | |||||||||||||||
Mr Wong Hon Wai [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 5,000 | |||||||||||||||
Purchase price | $ 2.50 | |||||||||||||||
Gross proceeds | $ 12,500 | |||||||||||||||
Mr Wong Hon Wai [Member] | Maximum [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 6,000,000 | |||||||||||||||
Investor One [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 129,621 | |||||||||||||||
Investor Two [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 15,000 | |||||||||||||||
Eight Investors [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Purchase price | $ 2.50 | |||||||||||||||
Gross proceeds | $ 361,553 | |||||||||||||||
Eight Investors [Member] | Maximum [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 6,000,000 | |||||||||||||||
Eleven Investors [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 57,783 | |||||||||||||||
Purchase price | $ 2.50 | |||||||||||||||
Gross proceeds | $ 144,443 | |||||||||||||||
Eleven Investors [Member] | Maximum [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 6,000,000 | |||||||||||||||
Thirty One Investors [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 250,132 | |||||||||||||||
Purchase price | $ 2.50 | |||||||||||||||
Gross proceeds | $ 625,330 | |||||||||||||||
Thirty One Investors [Member] | Maximum [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 6,000,000 | |||||||||||||||
Seventy One Investors [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 365,164 | |||||||||||||||
Purchase price | $ 2.50 | |||||||||||||||
Gross proceeds | $ 912,889 | |||||||||||||||
Seventy One Investors [Member] | Subsequent Event [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 365,164 | |||||||||||||||
Purchase price | $ 2.50 | |||||||||||||||
Gross proceeds | $ 912,889 | |||||||||||||||
Seventy One Investors [Member] | Maximum [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 6,000,000 | |||||||||||||||
Seventy One Investors [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 6,000,000 | |||||||||||||||
Wong Chun Shoong [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 8,658 | |||||||||||||||
Purchase price | $ 2.50 | |||||||||||||||
Gross proceeds | $ 21,645 | |||||||||||||||
Wong Chun Shoong [Member] | Subsequent Event [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 8,658 | |||||||||||||||
Purchase price | $ 2.50 | |||||||||||||||
Gross proceeds | $ 21,645 | |||||||||||||||
Wong Chun Shoong [Member] | Maximum [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 6,000,000 | |||||||||||||||
Wong Chun Shoong [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 6,000,000 | |||||||||||||||
Allotment Transactions [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Common stock, shares issued | 98,809,323 | |||||||||||||||
Round 2 Stockholders Offerings [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Shares issued | 6,000,000 | 6,000,000 | ||||||||||||||
Purchase price | $ 2.50 | $ 2.50 | $ 2.50 | |||||||||||||
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 | |||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||
Ownership percentage | 67.34% | |||||||||||||||
Sale of stock price per share | $ 100 | |||||||||||||||
Share Exchange Agreement [Member] | Chan Kok Wei [Member] | WKL Global Limited [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Ownership percentage | 50% | |||||||||||||||
Share Exchange Agreement [Member] | Ong Bee Chen [Member] | WKL Global Limited [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Ownership percentage | 50% | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
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 | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accumulated deficit | $ 14,967,589 | $ 13,523,266 | $ 7,465,373 | |
Net loss | 1,444,323 | $ 1,373,327 | 6,057,893 | 5,231,877 |
Cash used in operating activities | 103,466 | 264,216 | 1,674,395 | 1,540,167 |
Net loss | $ 1,524,321 | $ 1,440,362 | $ 6,317,373 | $ 5,556,627 |
SUMMARY OF ESTIMATED USEFUL LIV
SUMMARY OF ESTIMATED USEFUL LIVES OF ASSETS (Details) | Nov. 30, 2023 | Aug. 31, 2023 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years | 10 years |
Renovation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2023 | Aug. 31, 2023 | Aug. 31, 2022 | |
Accounts receivable | $ 51,620 | $ 44,130 | $ 85,960 |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Property, Plant and Equipment [Member] | ||
Deferred revenue recognized | $ 440,069 | $ 513,072 | |
Revenue | 49,972 | 110,134 | |
Revenue recognized | 56,806 | ||
Deferred revenue | $ 390,083 | $ 440,069 | |
Patents [Member] | |||
Estimated useful life | 20 years | 20 years | |
Trademarks [Member] | |||
Estimated useful life | 20 years | 20 years | |
Evo Air Manufacturing (M) Sdn Bhd [Member] | |||
Ownership percentage | 67.50% | 67.50% | |
Evo Air Marketing Sdn Bhd [Member] | |||
Ownership percentage | 100% | 100% | |
WKL Guanzhe Green Technology Guangzhou Co Ltd [Member] | |||
Ownership percentage | 55% | 55% | |
WKL GUANZHE GREENTECH CHINA CO LTD [Member] | |||
Ownership percentage | 55% | 55% |
SUMMARY OF INVENTORIES (Details
SUMMARY OF INVENTORIES (Details) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 | Aug. 31, 2022 |
Inventory Disclosure [Abstract] | |||
Finished goods | $ 296,717 | $ 329,420 | $ 385,102 |
Raw materials and supplies | 157,704 | 138,869 | 162,820 |
Work in progress | 230,585 | 162,189 | 71,074 |
Total inventory on hand | $ 685,006 | $ 630,478 | $ 618,996 |
SCHEDULE OF DEPOSIT PREPAYMENTS
SCHEDULE OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES (Details) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 | Aug. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Deposits and Prepayments | $ 122,364 | $ 20,777 | $ 61,270 |
Other receivables (Advances to suppliers) | 373,086 | 596,730 | 770,396 |
Total | $ 495,450 | $ 617,507 | $ 831,666 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 | Aug. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | $ 852,879 | $ 745,154 | $ 752,352 |
Less: Accumulated depreciation | (377,136) | (281,767) | (149,597) |
Property, plant and equipment, net | 475,743 | 463,387 | 602,755 |
Plant and Machinery [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 584,500 | 476,219 | 464,019 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 56,191 | 55,848 | 55,587 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 77,170 | 77,497 | 71,860 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 22,191 | 22,285 | 26,577 |
Renovation [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | $ 112,827 | $ 113,305 | $ 134,309 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 95,369 | $ 35,126 | $ 132,170 | $ 95,158 |
SUMMARY OF INTANGIBLE ASSETS (D
SUMMARY OF INTANGIBLE ASSETS (Details) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 | Aug. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | |||
Finite- lived intangible assets, gross | $ 83,147,767 | $ 83,147,767 | $ 83,147,767 |
Less: Accumulated amortization | (7,968,328) | (6,928,981) | (2,771,592) |
Intangible assets, net | 75,179,439 | 76,218,786 | 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 | 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 | $ 55,709,004 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expenses | $ 1,039,347 | $ 1,065,646 | $ 4,157,389 | $ 2,771,592 |
SCHEDULE OF ACCOUNTS PAYABLES A
SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE (Details) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 | Aug. 31, 2022 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 232,964 | $ 40,939 | $ 110,782 |
Accruals | 56,673 | 129,949 | 106,048 |
Other payables | 19,100 | 27,487 | 31,980 |
Total | $ 308,737 | $ 198,375 | $ 248,810 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2023 | Aug. 31, 2023 | Aug. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Due to related parties | $ 398,747 | $ 232,095 | $ 2,301 |
Amount due to shareholders | Amounts due to shareholders are unsecured, with interest of 3% per annum and tenure of 6 months, or mutually between the parties | ||
Eco Awareness Sdn Bhd [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Sale of stock, consideration received on transaction | 22,903 | ||
Accounts receivable, sales | |||
Issuance of stock, purchase of assets | 15,904 | ||
Accounts payable |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||
Nov. 30, 2023 | Nov. 21, 2023 | Sep. 07, 2023 | Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | Oct. 26, 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 | 1,000,000,000 | 75,000,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 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 | $ 1,004,442 | ||||||||||||
Number of shares, issued | 0 | 373,822 | 30,000 | 427,536 | |||||||||
Shares issued price per share | $ 2.50 | $ 2.50 | $ 2.50 | ||||||||||
Proceeds from issuance of common stock | $ 299,055 | $ 75,000 | $ 1,068,728 | 185,185 | |||||||||
Proceeds from capital contribution | $ 100 | 266,517 | 199,845 | ||||||||||
Proceeds from shares issued | $ 75,000 | ||||||||||||
Number of common stock to be issued | 30,000 | ||||||||||||
Gross proceeds | $ 934,534 | ||||||||||||
Common stock, shares issued | 102,742,362 | 102,742,362 | 101,853,397 | 102,310,933 | 101,853,397 | 101,779,323 | |||||||
Common stock, shares outstanding | 102,742,362 | 102,742,362 | 101,853,397 | 102,310,933 | 101,853,397 | 101,779,323 | |||||||
Number of shares to be issued | 0 | ||||||||||||
15 Referral Agents [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of shares, issued | 52,107 | ||||||||||||
Two Individuals [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of shares issued, service | 5,500 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of shares, issued | 373,822 | ||||||||||||
Shares issued price per share | $ 2.50 | ||||||||||||
Proceeds from issuance of common stock | $ 21,645 | $ 912,889 | |||||||||||
Number of shares issued, service | 500 | ||||||||||||
Subsequent Event [Member] | 15 Referral Agents [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of shares, issued | 52,107 | ||||||||||||
Subsequent Event [Member] | Two Individuals [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of shares issued, service | 5,500 | ||||||||||||
Common Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Issuance of common stock for convertible bonds, shares | 1,116,055 | ||||||||||||
Issuance of common stock for convertible bonds | $ 1,116 | ||||||||||||
Number of shares, issued | 431,429 | 149,621 | 457,536 | 14,517,575 | |||||||||
Shares issued price per share | $ 2.50 | ||||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of shares, issued | 6,000,000 | 6,000,000 | |||||||||||
Shares issued price per share | $ 2.50 | $ 2.50 | |||||||||||
Common Stock [Member] | Series of Offerings [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Number of shares, issued | 119,621 | 74,074 | |||||||||||
Shares issued price per share | $ 2.50 | $ 2.50 | $ 2.50 | ||||||||||
Proceeds from issuance of common stock | $ 299,055 | $ 185,185 | |||||||||||
Common Stock [Member] | Investment Exchange Agreement [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of shares, issued | 14,443,501 | ||||||||||||
Common Stock [Member] | Share Exchange Agreement [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of shares, issued | 30,000 | ||||||||||||
Issuance of common stock for cash, shares | 72,000 | ||||||||||||
Common Stock [Member] | Dr. Low [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of shares, issued | 83,147,767 |
SCHEDULE OF RECONCILIATION BETW
SCHEDULE OF RECONCILIATION BETWEEN THE STATUTORY TAX RATE AND THE ACTUAL PROVISION (Details) | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
US Statutory rate | 21% | 21% | 21% | 21% |
Effect of reconciling items for tax purposes | (21.00%) | (21.00%) | (21.00%) | (21.00%) |
Effective income tax rate |
SCHEDULE OF COMPONENTS ON NET D
SCHEDULE OF COMPONENTS ON NET DEFERRED TAX ASSET (Details) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 | Aug. 31, 2022 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carry-forward | $ 14,960,000 | $ 13,520,000 | $ 7,470,000 |
Less: valuation allowance | (14,960,000) | (13,520,000) | (7,470,000) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Income tax rate percentage | 21% | 21% | 21% | 21% |
Operating loss carryforwards | $ 14,960,000 | $ 13,520,000 | $ 7,470,000 | |
SINGAPORE | ||||
Income tax rate percentage | 17% | 17% | ||
MALAYSIA | ||||
Income tax rate percentage | 24% | 24% | ||
MALAYSIA | Evo Air Marketing M Sdn Bhd [Member] | ||||
Equity method investment, ownership percentage | 100% | 100% | ||
CAMBODIA | ||||
Income tax rate percentage | 20% | 20% | ||
CHINA | WKL Guanzhe Green Technology Guangzhou Co Ltd [Member] | ||||
Income tax rate percentage | 25% | 25% |
SUMMARY OF ROU ASSET AND OPERAT
SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES (Details) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 | Aug. 31, 2022 |
Assets: | |||
ROU asset | $ 253,431 | $ 271,021 | $ 442,020 |
Liabilities: | |||
Operating lease liabilities current | 87,912 | 84,879 | 117,686 |
Operating lease liabilities noncurrent | 176,612 | 198,163 | 355,186 |
Total lease liabilities | $ 264,524 | $ 283,042 | $ 472,872 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 |
Rou Asset And Leases | ||
2025 | $ 94,376 | $ 84,880 |
2026 | 66,212 | 95,314 |
2027 | 16,024 | 75,035 |
2027 | 27,813 | |
2028 and thereafter | ||
Total | 264,524 | $ 283,042 |
2024 | 87,912 | |
2028 and thereafter |
ROU ASSET AND LEASES (Details N
ROU ASSET AND LEASES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Estimated incremental borrowing rate | 10% | 10% | ||
Operating expenses | $ 1,516,992 | $ 1,426,947 | $ 6,097,019 | $ 4,856,039 |
Lease Termination Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Operating expenses | 14,890 | |||
Gain on lease | $ 14,890 |
SCHEDULE OF CUSTOMERS AND VENDO
SCHEDULE OF CUSTOMERS AND VENDORS (Details) | 12 Months Ended | |||
Aug. 31, 2023 | Aug. 31, 2022 | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 18% | [1] | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 27% | [1] | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 13% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 11% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | [2] | 10% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 12% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | [2] | 14% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Five [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 19% | |||
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | [3] | 32% | 18% | |
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | [3] | 18% | ||
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor Three [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 15% | |||
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor Four [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 15% | |||
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor Five [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 37% | |||
[1]Accounted for less than 10% for the year.[2]Accounted for less than 10% for the year end.[3]Accounted for less than 10% for the year. |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 | Aug. 31, 2022 |
Subsequent Events [Abstract] | |||
Finished goods | $ 296,717 | $ 329,420 | $ 385,102 |
Raw materials and supplies | 157,704 | 138,869 | 162,820 |
Work in progress | 230,585 | 162,189 | 71,074 |
Total inventory on hand | $ 685,006 | $ 630,478 | $ 618,996 |
SCHEDULE OF COMPONENTS OF NET D
SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS (Details) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 | Aug. 31, 2022 |
Subsequent Events [Abstract] | |||
Net operating loss carry-forward | $ 14,960,000 | $ 13,520,000 | $ 7,470,000 |
Less: valuation allowance | (14,960,000) | (13,520,000) | (7,470,000) |
Net deferred tax asset |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 12, 2023 | Dec. 08, 2023 USD ($) | Dec. 08, 2023 MYR (RM) | Nov. 30, 2023 $ / shares shares | Nov. 21, 2023 USD ($) $ / shares shares | Sep. 07, 2023 USD ($) $ / shares shares | Nov. 30, 2023 USD ($) $ / shares shares | Nov. 30, 2022 USD ($) shares | Aug. 31, 2022 USD ($) $ / shares | Aug. 31, 2023 USD ($) $ / shares shares | Aug. 31, 2022 USD ($) $ / shares | Dec. 16, 2021 $ / shares | Dec. 15, 2021 $ / shares | |
Subsequent Event [Line Items] | |||||||||||||
Issuance of common stock for Cash, shares | 0 | 373,822 | 30,000 | 427,536 | |||||||||
Common stock par value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Shares issued price per share | $ / shares | $ 2.50 | $ 2.50 | $ 2.50 | ||||||||||
Gross proceeds from the offering | $ | $ 299,055 | $ 75,000 | $ 1,068,728 | $ 185,185 | |||||||||
15 Referral Agents [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Issuance of common stock for Cash, shares | 52,107 | ||||||||||||
Two Individuals [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of shares issued for services | 5,500 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Issuance of common stock for Cash, shares | 373,822 | ||||||||||||
Shares issued price per share | $ / shares | $ 2.50 | ||||||||||||
Gross proceeds from the offering | $ | $ 21,645 | $ 912,889 | |||||||||||
Number of shares issued for services | 500 | ||||||||||||
Foreign currency transaction | $ 22,522,522 | RM 105,000,000 | |||||||||||
Foreign currency transactions description | The Agreement will be renewable on a three-year basis, and upon the execution of the Agreement, THSB shall have made a minimum order of 3,000 units of the Products upon signing of the Agreement, and to target a total sales turnover of 105,000,000 Malaysia Ringgit (approximately US$22,522,522, as calculated at the Foreign Exchange Rate of US$1 = 4.6620 Malaysia Ringgit on December 8, 2023, as published in H.10 statistical release of the United States Federal Reserve Board) over 3 years from January 1, 2024 to December 31, 2026. | ||||||||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Issuance of common stock for Cash, shares | 6,000,000 | 6,000,000 | |||||||||||
Shares issued price per share | $ / shares | $ 2.50 | $ 2.50 | |||||||||||
Subsequent Event [Member] | Investor [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Issuance of common stock for Cash, shares | 8,658 | 365,164 | |||||||||||
Common stock par value per share | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Shares issued price per share | $ / shares | $ 2.50 | ||||||||||||
Subsequent Event [Member] | 15 Referral Agents [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Issuance of common stock for Cash, shares | 52,107 | ||||||||||||
Subsequent Event [Member] | Two Individuals [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of shares issued for services | 5,500 |