Cover
Cover - shares | 6 Months Ended | |
Feb. 29, 2024 | Mar. 31, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Feb. 29, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --08-31 | |
Entity File Number | 333-228161 | |
Entity Registrant Name | EvoAir Holdings Inc. | |
Entity Central Index Key | 0001700844 | |
Entity Tax Identification Number | 98-1353613 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 31-A2, Jalan 5/32A | |
Entity Address, Address Line Two | 6 ½ Miles | |
Entity Address, Address Line Three | Off Jalan | |
Entity Address, City or Town | Kepong | |
Entity Address, Country | MY | |
Entity Address, Postal Zip Code | 52000 | |
City Area Code | 603 | |
Local Phone Number | 6243 3379 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 102,742,362 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Feb. 29, 2024 | Aug. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 137,029 | $ 779,049 |
Accounts receivable | 42,686 | 44,130 |
Inventories | 725,316 | 630,478 |
Deposit, prepayments and other receivables | 489,408 | 617,507 |
Total current assets | 1,394,439 | 2,071,164 |
Non-current assets | ||
Property, plant and equipment, net | 422,467 | 463,387 |
Operating lease right-of-use assets | 229,972 | 271,021 |
Technology-related intangible assets, net | 74,140,092 | 76,218,786 |
Total non-current assets | 74,792,531 | 76,953,194 |
TOTAL ASSETS | 76,186,970 | 79,024,358 |
Current liabilities | ||
Accounts payable and accruals | 252,741 | 170,888 |
Other payables | 27,439 | 27,487 |
Deferred revenue | 399,773 | 440,069 |
Hire purchase creditor | 7,412 | 9,224 |
Amounts due to shareholders | 439,630 | 232,095 |
Operating lease liability - current | 88,952 | 84,879 |
Total current liabilities | 1,215,947 | 964,642 |
Non-current liabilities | ||
Non-current hire purchase creditor | 8,199 | 10,531 |
Non-current operating lease liabilities | 150,962 | 198,163 |
Total non-current liabilities | 159,161 | 208,694 |
TOTAL LIABILITIES | 1,375,108 | 1,173,336 |
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 February 29, 2024 and August 31, 2023 | 102,742 | 102,311 |
Additional paid in capital | 91,436,762 | 90,371,141 |
Shares to be issued | 1,066,052 | |
Accumulated other comprehensive loss | (95,951) | (17,036) |
Accumulated deficit | (16,334,493) | (13,523,266) |
Non-controlling interest | (297,198) | (148,180) |
Total shareholders’ equity | 74,811,862 | 77,851,022 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 76,186,970 | $ 79,024,358 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Feb. 29, 2024 | Aug. 31, 2023 | Dec. 20, 2021 | Dec. 16, 2021 |
Statement of Financial Position [Abstract] | ||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 75,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 102,742,362 | 102,310,933 | 101,779,323 | |
Common stock, shares outstanding | 102,742,362 | 102,310,933 | 101,779,323 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 41,174 | $ 70,912 | $ 132,492 | $ 213,597 |
Cost of revenue | 87,075 | 88,940 | 187,401 | 251,798 |
Gross loss | (45,901) | (18,028) | (54,909) | (38,201) |
Operating expenses: | ||||
Selling and marketing expenses | 5,200 | 8,770 | 38,203 | 12,335 |
General and administrative expenses | 1,468,559 | 1,418,011 | 2,952,548 | 2,841,393 |
Total operating expenses | 1,473,759 | 1,426,781 | 2,990,751 | 2,853,728 |
Loss from operation | (1,519,660) | (1,444,809) | (3,045,660) | (2,891,929) |
Other income | ||||
Interest income | 36 | 12 | 76 | 6 |
Other income | 88,866 | 7,500 | 90,505 | 14,483 |
Total other income | 88,902 | 7,512 | 90,581 | 14,489 |
Loss from operation before income taxes | (1,430,758) | (1,437,297) | (2,955,079) | (2,877,440) |
Income tax expenses | (219) | |||
Net loss | (1,430,758) | (1,437,078) | (2,955,079) | (2,877,440) |
Less: Net loss attributable to non-controlling interests | (63,854) | (60,916) | (143,852) | (127,951) |
Net loss attributable to equity holders of the Company | (1,366,904) | (1,376,162) | (2,811,227) | (2,749,489) |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 3,920 | 7,212 | (84,081) | (10,695) |
Total comprehensive loss | (1,362,984) | (1,368,950) | (2,895,308) | (2,760,184) |
Less: net comprehensive income attributable to non-controlling interests | (2,373) | 3,495 | (5,166) | (689) |
Net comprehensive loss attributable to equity holders of the Company | $ (1,360,611) | $ (1,372,445) | $ (2,890,142) | $ (2,759,495) |
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) | $ (0.03) | $ (0.03) |
Net loss attributable to equity holders of the Company per common share - Diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.03) |
Weighted average number of common shares outstanding: | ||||
Weighted average number of common shares outstanding - Basic | 102,742,362 | 102,003,018 | 102,684,781 | 101,957,553 |
Weighted average number of common shares outstanding - Diluted | 102,742,362 | 102,003,018 | 102,684,781 | 101,957,553 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Shares to be Issued [Member] | Noncontrolling Interest [Member] | Total |
Balance at Aug. 31, 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 | 100 | 100 | |||||
Issuance of common stock for Cash | $ 150 | 373,905 | (75,000) | 299,055 | |||
Issuance of common stock for Cash, shares | 149,621 | ||||||
Foreign currency translation adjustment | (13,723) | (4,184) | (17,907) | ||||
Net loss | (1,373,327) | (67,035) | (1,440,362) | ||||
Balance at Nov. 30, 2022 | $ 102,004 | 89,499,877 | (8,838,700) | 52,157 | (129,973) | 80,685,365 | |
Balance, shares at Nov. 30, 2022 | 102,003,018 | ||||||
Balance at Aug. 31, 2022 | $ 101,854 | 89,125,872 | (7,465,373) | 65,880 | 75,000 | (58,754) | 81,844,479 |
Balance, shares at Aug. 31, 2022 | 101,853,397 | ||||||
Net loss | (2,877,440) | ||||||
Balance at Feb. 28, 2023 | $ 102,004 | 89,499,877 | (10,214,862) | 55,874 | 144,443 | (187,394) | 79,399,942 |
Balance, shares at Feb. 28, 2023 | 102,003,018 | ||||||
Balance at Nov. 30, 2022 | $ 102,004 | 89,499,877 | (8,838,700) | 52,157 | (129,973) | 80,685,365 | |
Balance, shares at Nov. 30, 2022 | 102,003,018 | ||||||
Foreign currency translation adjustment | 3,717 | 3,495 | 7,212 | ||||
Net loss | (1,376,162) | (60,916) | (1,437,078) | ||||
Issuance of common stock pursuant to share subscription agreement | 144,443 | 144,443 | |||||
Balance at Feb. 28, 2023 | $ 102,004 | 89,499,877 | (10,214,862) | 55,874 | 144,443 | (187,394) | 79,399,942 |
Balance, shares at Feb. 28, 2023 | 102,003,018 | ||||||
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 | ||||||
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 | ||||||
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, shares | 373,822 | ||||||
Net loss | $ (2,955,079) | ||||||
Balance at Feb. 29, 2024 | $ 102,742 | 91,436,762 | (16,334,493) | (95,951) | (297,198) | 74,811,862 | |
Balance, shares at Feb. 29, 2024 | 102,742,362 | ||||||
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 | ||||||
Foreign currency translation adjustment | 6,293 | (2,373) | 3,920 | ||||
Net loss | (1,366,904) | (63,854) | (1,430,758) | ||||
Balance at Feb. 29, 2024 | $ 102,742 | $ 91,436,762 | $ (16,334,493) | $ (95,951) | $ (297,198) | $ 74,811,862 | |
Balance, shares at Feb. 29, 2024 | 102,742,362 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Feb. 29, 2024 | Nov. 30, 2023 | Feb. 28, 2023 | Nov. 30, 2022 | Feb. 29, 2024 | Feb. 28, 2023 | Aug. 31, 2023 | |
Cash flows from operating activities | |||||||
Net loss | $ (1,430,758) | $ (1,524,321) | $ (1,437,078) | $ (1,440,362) | $ (2,955,079) | $ (2,877,440) | |
Adjustments for non-cash income and expenses: | |||||||
Depreciation | 137,106 | 74,828 | |||||
Amortization | 2,078,694 | 2,078,694 | |||||
Changes in operating assets and liabilities: | |||||||
Decrease in accounts receivables | 1,444 | 45,406 | |||||
(Increase)/decrease in inventories | (94,838) | 46,121 | |||||
Decrease in deposit, prepayments and advances to suppliers | 128,099 | 182,607 | |||||
Decrease in operating lease right-of-use assets | 41,049 | 118,116 | |||||
Increase/(decrease) in accounts payable and accruals | 81,853 | (105,027) | |||||
Decrease in deferred revenue | (40,296) | (56,970) | |||||
Decrease in operating lease liabilities | (43,128) | (133,636) | |||||
Decrease in other payables | (48) | (10,896) | |||||
Increase in amounts due to shareholders | 207,535 | 311,864 | |||||
Net cash used in operations | (457,609) | (326,333) | |||||
Cash flows from investing activity | |||||||
Purchase of property, plant and equipment | (96,186) | (11,754) | |||||
Cash used in investing activity | (96,186) | (11,754) | |||||
Cash flows from financing activities | |||||||
Payments of hire purchase | (4,144) | (4,365) | |||||
Proceeds from issuance of common stock | 299,055 | $ 934,534 | |||||
Proceeds from shares to be issued | 144,443 | ||||||
Proceeds from capital contribution | 100 | ||||||
Net cash (used in)/generated from financing activities | (4,144) | 439,233 | |||||
Net (decrease)/increase in cash and cash equivalents | (557,939) | 101,146 | |||||
Effect of exchange rate changes | (84,081) | (10,695) | |||||
Cash and cash equivalents at start of period | $ 779,049 | $ 152,304 | 779,049 | 152,304 | 152,304 | ||
Cash and cash equivalents at end of period | $ 137,029 | $ 242,755 | $ 137,029 | $ 242,755 | $ 779,049 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Feb. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS EvoAir Holdings Inc. (formerly Unex Holdings Inc.) (the “Company”, “EVOH”, “we”, “us”, or “our”) is a corporation established under the corporation laws in the State of Nevada, United States of America (“U.S”) on February 17, 2017. The Company has adopted an August 31 fiscal year end. On December 20, 2021, the Company and Low Wai Koon (“Dr. Low”) entered into a share transfer agreement, (the “EvoAir International Share Transfer Agreement”), pursuant to which Dr. Low agreed to sell all of his ordinary shares of EvoAir International Limited (“EvoAir International”) to the Company for a consideration of US$ 100 Pursuant to the terms of a share transfer agreement dated December 20, 2021, Dr. Low, the then sole executive officer and director of the Company and the owner of 2,000,000 0.001 67.34 100 2,000,000 67.34 On December 20, 2021, several transactions took place (together, the “Allotment Transactions”) whereby the Company issued and allotted in aggregate 98,809,323 101,779,323 (“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 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 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 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 | 6 Months Ended |
Feb. 29, 2024 | |
Change Of Control | |
CHANGE OF CONTROL | NOTE 2 – CHANGE OF CONTROL Pursuant to the terms of a share transfer agreement dated December 20, 2021, Dr. Low, the then sole executive officer and director of the Company and the owner of 2,000,000 67.34 100 2,000,000 67.34 |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Feb. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company’s financial statements as of February 29, 2024, is prepared using generally accepted accounting principles in the United States of America (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established a sustainable ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. As of February 29, 2024, and August 31, 2023, 16,334,493 and 13,523,266 respectively. The Company incurred net loss of $ 2,955,079 2,877,440 457,609 326,333 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 unaudited condensed consolidated financials have been prepared assuming that the Company will continue as a going concern and accordingly financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Feb. 29, 2024 | |
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 67.5 100 55 55 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 February 29, 2024, 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 February 29, 2024, and August 31, 2023, our accounts receivable amounted to $ 42,686 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 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 $ 440,069 101,496 399,773 . 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 February 29, 2024. Operating lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit in most of our leases is not readily determinable. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in the economic environments where the leased asset is located. Operating lease assets also include any prepaid lease payments and lease incentives. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancellable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. 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 February 29, 2024, 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. In November 2023, the FASB issued ASU 2023-07, Improvement to Reportable Segment Disclosures. This ASU aims to improve segment disclosures through enhanced disclosures about significant segment expenses. The standard requires disclosure of significant expense categories and amounts for such expenses, including those segment expenses that are regularly provided to the chief operating decision maker, easily computable from information that is regularly provided, or significant expenses that are expressed in a form other than actual amounts. This standard will be effective for the Company in Fiscal Year 2025 and is required to be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of the additional disclosure requirements on the Company’s condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, a final standard on improvements to income tax disclosures which applies to all entities subject to income taxes. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This standard will be effective for the Company in Fiscal Year 2026 and should be applied prospectively. The Company is currently evaluating the impact of the additional disclosure requirements on the Company’s condensed consolidated financial statements. 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. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Feb. 29, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 5 INVENTORIES Inventories consist of the following: SCHEDULE OF INVENTORIES February 29, 2024 August 31, 2023 Finished goods $ 277,109 $ 329,420 Raw materials and supplies 148,562 138,869 Work in progress 299,645 162,189 Total inventory on hand $ 725,316 $ 630,478 |
DEPOSIT, PREPAYMENTS AND OTHER
DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES | 6 Months Ended |
Feb. 29, 2024 | |
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 February 29, 2024 August 31, 2023 Deposits and Prepayments $ 47,132 $ 20,777 Other receivables (Advances to suppliers) 4 42 596,730 Total $ 489,408 $ 617,507 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 6 Months Ended |
Feb. 29, 2024 | |
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 February 29, 2024 August 31, 2023 Plant and machineries $ 577,079 $ 476,219 Office equipment 55,907 55,848 Vehicles 75,776 77,497 Furniture and equipment 21,790 22,285 Renovation 110,788 113,305 Property, plant and equipment gross 841,340 745,154 Less: Accumulated depreciation (418,873 ) (281,767 ) Property, plant and equipment, net $ 422,467 $ 463,387 Depreciation expense for the six months ended February 29, 2024, was $ 137,106 74,828 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Feb. 29, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 8 – INTANGIBLE ASSETS The below table summarizes the identifiable intangible assets as of February 29, 2024, and August 31, 2023: SUMMARY OF INTANGIBLE ASSETS February 29, 2024 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 (9,007,675 ) (6,928,981 ) Intangible assets, net $ 74,140,092 $ 76,218,786 Amortization expenses for intangible assets for the six months ended February 29, 2024, and February 28, 2023, were both $ 2,078,694 |
ACCOUNTS PAYABLE, ACCRUALS, AND
ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES | 6 Months Ended |
Feb. 29, 2024 | |
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 February 29, 2024 August 31, 2023 Accounts payable $ 214,341 $ 40,939 Accruals 38,400 129,949 Other payables 27,439 27,487 Total $ 280,180 $ 198,375 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Feb. 29, 2024 | |
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 3 to 6 months, or mutually between the parties 439,630 232,095 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Feb. 29, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 11 STOCKHOLDERS’ EQUITY On December 16, 2021, the Company increased the authorized common stock from 75,000,000 0.001 1,000,000,000 0.001 During the six months period ended February 28, 2023, the Company issued 149,621 0.001 2.50 374,055 6,000,000 2.50 During the six months period ended February 28, 2023, the Company also received cash proceeds of $ 144,443 57,783 During the six months period ended February 28, 2023, the Company received cash proceeds of $ 100 During the six months period ended February 29, 2024, the Company issued 373,822 2.50 934,534 During the six months period ended February 29, 2024, the Company issued in aggregate 52,107 On November 21, 2023, the Company issued, in aggregate, 5,500 As such, the Company had $ 0 As of February 29, 2024, and August 31, 2023, the Company had 102,742,362 102,310,933 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Feb. 29, 2024 | |
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 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 2023 2022 Six Months Ended, February 29, 2024 February 28, 2023 US Statutory rate 21 % 21 % Effect of reconciling items for tax purposes (21 )% (21 )% Effective income tax rate - % - % The components of net deferred tax assets are as follows: SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS February 29, 2024 August 31, 2023 Net operating loss carry-forward $ 16,330,000 $ 13,520,000 Less: valuation allowance (16,330,000 ) (13,520,000 ) Net deferred tax asset - - The Company had net operating loss carry forwards for tax purposes of approximately $ 16,330,000 13,520,000 |
ROU ASSET AND LEASES
ROU ASSET AND LEASES | 6 Months Ended |
Feb. 29, 2024 | |
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 February 29, 2024, the Company discounted lease payments using its estimated incremental borrowing rate of 10 On March 28, 2023, the Company entered into a lease termination agreement to its Cambodia office lease at #65, 1st, 2nd and 3rd Floor, Street 123, Sangkat Toul Tumpong I, Khan Chamkarman, Phnom Penh, Cambodia (the “Lease Termination”). The Lease Termination terminated the Company’s rights and obligations with respect to the leased premises on April 15, 2023. As such, the ROU assets and operating lease liabilities were remeasured, and the Company recorded a gain of $ 14,890 The following is a summary of ROU asset and operating lease liabilities: SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES February 29, 2024 August 31, 2023 Assets: ROU asset $ 229,972 $ 271,021 Liabilities: Current: Operating lease liabilities current $ 88,952 $ 84,879 Non-current Operating lease liabilities noncurrent 150,962 198,163 Total lease liabilities $ 239,914 $ 283,042 As of February 29, 2024, remaining maturities of lease liabilities were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating lease 2024 $88,952 2025 96,363 2026 50,616 2027 3,983 2028 and thereafter - Total $239,914 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Feb. 29, 2024 | |
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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Feb. 29, 2024 | |
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 February 29, 2024, 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Feb. 29, 2024 | |
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 67.5 100 55 55 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. |
Fiscal Year End | Fiscal Year End The Company operates on a fiscal year basis with the fiscal year ending on August 31. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. The Company places its cash with a high credit quality financial 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 February 29, 2024, 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 | 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 February 29, 2024, and August 31, 2023, our accounts receivable amounted to $ 42,686 and $ 44,130 , respectively, with no allowance for doubtful accounts for both periods. |
Inventories | Inventories Inventories consist primarily of finished goods, raw materials, and work-in-process (“WIP”) from WKL Eco Earth, WKL EcoEarth Indochina, WKL Guanzhe, and EvoAir Manufacturing. We value inventories at the lower of cost or net realizable value. We determine the costs of inventory using the standard cost method, which approximates actual cost based on a first-in, first-out method. All other costs, including administrative costs, are expensed as incurred. |
Deposit, prepayments, and other receivables | Deposit, prepayments, and other receivables Deposit, prepayments and other receivables are comprised of prepayments paid to vendors to initiate orders and prepaid services fees and are classified as current assets if such amounts are to be recognized within one year from the balance sheet date. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related capitalized assets. Property 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 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. |
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 $ 440,069 101,496 399,773 . |
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 February 29, 2024. Operating lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit in most of our leases is not readily determinable. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in the economic environments where the leased asset is located. Operating lease assets also include any prepaid lease payments and lease incentives. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancellable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. 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. |
Measurement of Fair Value | Measurement of Fair Value The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. |
Earnings (Loss) per Share | Earnings (Loss) per Share The Company computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of February 29, 2024, 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. In November 2023, the FASB issued ASU 2023-07, Improvement to Reportable Segment Disclosures. This ASU aims to improve segment disclosures through enhanced disclosures about significant segment expenses. The standard requires disclosure of significant expense categories and amounts for such expenses, including those segment expenses that are regularly provided to the chief operating decision maker, easily computable from information that is regularly provided, or significant expenses that are expressed in a form other than actual amounts. This standard will be effective for the Company in Fiscal Year 2025 and is required to be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of the additional disclosure requirements on the Company’s condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, a final standard on improvements to income tax disclosures which applies to all entities subject to income taxes. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This standard will be effective for the Company in Fiscal Year 2026 and should be applied prospectively. The Company is currently evaluating the impact of the additional disclosure requirements on the Company’s condensed consolidated financial statements. 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. |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Tables) | 6 Months Ended |
Feb. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF CONSOLIDATED SUBSIDIARIES | Details of the Company’s subsidiaries: SUMMARY OF CONSOLIDATED SUBSIDIARIES Subsidiaries of EVOH Attributable interest EvoAir International Limited (British Virgin Islands) 100 % Subsidiary of EvoAir International Limited WKL Eco Earth Holdings Pte Ltd (Singapore) 100 % Subsidiaries of WKL Eco Earth Holdings Pte Ltd WKL Eco Earth Sdn Bhd (Malaysia) 100 % WKL Green Energy Sdn Bhd (Malaysia) 100 % EvoAir Manufacturing (M) Sdn Bhd (Malaysia) 67.5 % WKL EcoEarth Indochina Co Ltd (Cambodia) 55 % WKL Guanzhe Green Technology Guangzhou Co Ltd (China) 55 % Subsidiary of EvoAir Manufacturing (M) Sdn Bhd Evo Air Marketing (M) Sdn Bhd (Malaysia) 100 % |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Feb. 29, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF ESTIMATED USEFUL LIVES OF ASSETS | SUMMARY OF ESTIMATED USEFUL LIVES OF ASSETS Useful lives Plant and machineries 5 years Office equipment 5 years Vehicles 5 years Furniture and equipment 10 years Renovation 10 years |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Feb. 29, 2024 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consist of the following: SCHEDULE OF INVENTORIES February 29, 2024 August 31, 2023 Finished goods $ 277,109 $ 329,420 Raw materials and supplies 148,562 138,869 Work in progress 299,645 162,189 Total inventory on hand $ 725,316 $ 630,478 |
DEPOSIT, PREPAYMENTS AND OTHE_2
DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES (Tables) | 6 Months Ended |
Feb. 29, 2024 | |
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 February 29, 2024 August 31, 2023 Deposits and Prepayments $ 47,132 $ 20,777 Other receivables (Advances to suppliers) 4 42 596,730 Total $ 489,408 $ 617,507 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Feb. 29, 2024 | |
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 February 29, 2024 August 31, 2023 Plant and machineries $ 577,079 $ 476,219 Office equipment 55,907 55,848 Vehicles 75,776 77,497 Furniture and equipment 21,790 22,285 Renovation 110,788 113,305 Property, plant and equipment gross 841,340 745,154 Less: Accumulated depreciation (418,873 ) (281,767 ) Property, plant and equipment, net $ 422,467 $ 463,387 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Feb. 29, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SUMMARY OF INTANGIBLE ASSETS | The below table summarizes the identifiable intangible assets as of February 29, 2024, and August 31, 2023: SUMMARY OF INTANGIBLE ASSETS February 29, 2024 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 (9,007,675 ) (6,928,981 ) Intangible assets, net $ 74,140,092 $ 76,218,786 |
ACCOUNTS PAYABLE, ACCRUALS, A_2
ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES (Tables) | 6 Months Ended |
Feb. 29, 2024 | |
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 February 29, 2024 August 31, 2023 Accounts payable $ 214,341 $ 40,939 Accruals 38,400 129,949 Other payables 27,439 27,487 Total $ 280,180 $ 198,375 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Feb. 29, 2024 | |
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 2023 2022 Six Months Ended, February 29, 2024 February 28, 2023 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 February 29, 2024 August 31, 2023 Net operating loss carry-forward $ 16,330,000 $ 13,520,000 Less: valuation allowance (16,330,000 ) (13,520,000 ) Net deferred tax asset - - |
ROU ASSET AND LEASES (Tables)
ROU ASSET AND LEASES (Tables) | 6 Months Ended |
Feb. 29, 2024 | |
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 February 29, 2024 August 31, 2023 Assets: ROU asset $ 229,972 $ 271,021 Liabilities: Current: Operating lease liabilities current $ 88,952 $ 84,879 Non-current Operating lease liabilities noncurrent 150,962 198,163 Total lease liabilities $ 239,914 $ 283,042 |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | As of February 29, 2024, remaining maturities of lease liabilities were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating lease 2024 $88,952 2025 96,363 2026 50,616 2027 3,983 2028 and thereafter - Total $239,914 |
SUMMARY OF CONSOLIDATED SUBSIDI
SUMMARY OF CONSOLIDATED SUBSIDIARIES (Details) | Feb. 29, 2024 |
EvoAir International Limited (British Virgin Islands) [Member] | |
Ownership percentage | 100% |
WKL Eco Earth Holdings Pte Ltd (Singapore) [Member] | EvoAir International Limited [Member] | |
Ownership percentage | 100% |
WKL Eco Earth Sdn Bhd (Malaysia) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | |
Ownership percentage | 100% |
WKL Green Energy Sdn Bhd (Malaysia) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | |
Ownership percentage | 100% |
Evo Air Manufacturing (M) Sdn Bhd (Malaysia) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | |
Ownership percentage | 67.50% |
WKLEco Earth Indochina Co Ltd (Cambodia) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | |
Ownership percentage | 55% |
WKL Guanzhe Green Technology Guangzhou Co Ltd (China) [Member] | WKL Eco Earth Holdings Pte Ltd [Member] | |
Ownership percentage | 55% |
Evo Air Marketing (M) Sdn Bhd (Malaysia) [Member] | Evo Air Manufacturing (M) Sdn Bhd [Member] | |
Ownership percentage | 100% |
ORGANIZATION AND BUSINESS OPE_3
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||||||
Nov. 21, 2023 | Sep. 07, 2023 | Jul. 13, 2023 | Feb. 20, 2023 | Oct. 25, 2022 | Jun. 03, 2022 | Feb. 15, 2022 | Dec. 20, 2021 | Feb. 29, 2024 | Feb. 28, 2023 | Aug. 31, 2023 | Dec. 16, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares issued | 101,779,323 | 102,742,362 | 102,310,933 | |||||||||
Common stock, shares outstanding | 101,779,323 | 102,742,362 | 102,310,933 | |||||||||
Shares issued | 373,822 | |||||||||||
Purchase price | $ 2.50 | |||||||||||
Gross proceeds | $ 299,055 | $ 934,534 | ||||||||||
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] | Maximum [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] | Maximum [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 | |||||||||||
Purchase price | $ 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] | 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 | 6 Months Ended | |||||
Feb. 29, 2024 | Nov. 30, 2023 | Feb. 28, 2023 | Nov. 30, 2022 | Feb. 29, 2024 | Feb. 28, 2023 | Aug. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Accumulated deficit | $ 16,334,493 | $ 16,334,493 | $ 13,523,266 | ||||
Net loss | $ 1,430,758 | $ 1,524,321 | $ 1,437,078 | $ 1,440,362 | 2,955,079 | $ 2,877,440 | |
Cash used in operating activities | $ 457,609 | $ 326,333 |
SUMMARY OF ESTIMATED USEFUL LIV
SUMMARY OF ESTIMATED USEFUL LIVES OF ASSETS (Details) | Feb. 29, 2024 |
Property, Plant and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Renovation [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | |
Feb. 29, 2024 | Aug. 31, 2023 | |
Accounts receivable | $ 42,686 | $ 44,130 |
Deferred revenue | 399,773 | $ 440,069 |
Revenue | $ 101,496 | |
Patents [Member] | ||
Estimated useful life | 20 years | |
Trademarks [Member] | ||
Estimated useful life | 20 years | |
Evo Air Manufacturing (M) Sdn Bhd [Member] | ||
Ownership percentage | 67.50% | |
Evo Air Marketing Sdn Bhd [Member] | ||
Ownership percentage | 100% | |
WKL Guanzhe Green Technology Guangzhou Co Ltd [Member] | ||
Ownership percentage | 55% | |
WKL GUANZHE GREENTECH CHINA CO LTD [Member] | ||
Ownership percentage | 55% |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Feb. 29, 2024 | Aug. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 277,109 | $ 329,420 |
Raw materials and supplies | 148,562 | 138,869 |
Work in progress | 299,645 | 162,189 |
Total inventory on hand | $ 725,316 | $ 630,478 |
SCHEDULE OF DEPOSIT PREPAYMENTS
SCHEDULE OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES (Details) - USD ($) | Feb. 29, 2024 | Aug. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deposits and Prepayments | $ 47,132 | $ 20,777 |
Other receivables (Advances to suppliers) | 4 | 596,730 |
Total | $ 489,408 | $ 617,507 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Feb. 29, 2024 | Aug. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 841,340 | $ 745,154 |
Less: Accumulated depreciation | (418,873) | (281,767) |
Property, plant and equipment, net | 422,467 | 463,387 |
Plant and Machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 577,079 | 476,219 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 55,907 | 55,848 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 75,776 | 77,497 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 21,790 | 22,285 |
Renovation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 110,788 | $ 113,305 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($) | 6 Months Ended | |
Feb. 29, 2024 | Feb. 28, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 137,106 | $ 74,828 |
SUMMARY OF INTANGIBLE ASSETS (D
SUMMARY OF INTANGIBLE ASSETS (Details) - USD ($) | Feb. 29, 2024 | Aug. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite- lived intangible assets, gross | $ 83,147,767 | $ 83,147,767 |
Less: Accumulated amortization | (9,007,675) | (6,928,981) |
Intangible assets, net | 74,140,092 | 76,218,786 |
Portable Air Cooler [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite- lived intangible assets, gross | 27,438,763 | 27,438,763 |
Condensing Unit [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite- lived intangible assets, gross | $ 55,709,004 | $ 55,709,004 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | |
Feb. 29, 2024 | Feb. 28, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 2,078,694 | $ 2,078,694 |
SCHEDULE OF ACCOUNTS PAYABLES A
SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE (Details) - USD ($) | Feb. 29, 2024 | Aug. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 214,341 | $ 40,939 |
Accruals | 38,400 | 129,949 |
Other payables | 27,439 | 27,487 |
Total | $ 280,180 | $ 198,375 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | |
Feb. 29, 2024 | Aug. 31, 2023 | |
Related Party Transactions [Abstract] | ||
Amount due to shareholders | Amounts due to shareholders are unsecured, with interest of 3% per annum and tenure of 3 to 6 months, or mutually between the parties | |
Due to related parties | $ 439,630 | $ 232,095 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Nov. 21, 2023 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 29, 2024 | Feb. 28, 2023 | Aug. 31, 2023 | Dec. 20, 2021 | Dec. 16, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 75,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Number of shares, issued | 373,822 | |||||||
Shares issued price per share | $ 2.50 | |||||||
Gross proceeds | $ 299,055 | $ 934,534 | ||||||
Proceeds from shares issued | $ 144,443 | |||||||
Number of common stock to be issued | 57,783 | |||||||
Proceeds from capital contribution | $ 100 | |||||||
Shares to be issued | $ 1,066,052 | |||||||
Common stock, shares issued | 102,742,362 | 102,310,933 | 101,779,323 | |||||
Common stock, shares outstanding | 102,742,362 | 102,310,933 | 101,779,323 | |||||
Fifteen 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 | |||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of shares, issued | 431,429 | 149,621 | ||||||
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 | |||||||
Common Stock [Member] | Series of Offerings [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock, par value | $ 0.001 | |||||||
Number of shares, issued | 149,621 | |||||||
Shares issued price per share | $ 2.50 | |||||||
Gross proceeds | $ 374,055 |
SCHEDULE OF RECONCILIATION BETW
SCHEDULE OF RECONCILIATION BETWEEN THE STATUTORY TAX RATE AND THE ACTUAL PROVISION (Details) | 6 Months Ended | |
Feb. 29, 2024 | Feb. 28, 2023 | |
Income Tax Disclosure [Abstract] | ||
US Statutory rate | 21% | 21% |
Effect of reconciling items for tax purposes | (21.00%) | (21.00%) |
Effective income tax rate |
SCHEDULE OF COMPONENTS OF NET D
SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS (Details) - USD ($) | Feb. 29, 2024 | Aug. 31, 2023 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forward | $ 16,330,000 | $ 13,520,000 |
Less: valuation allowance | (16,330,000) | (13,520,000) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 6 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Aug. 31, 2023 | |
Income tax rate percentage | 21% | 21% | |
Operating loss carryforwards | $ 16,330,000 | $ 13,520,000 | |
SINGAPORE | |||
Income tax rate percentage | 17% | ||
MALAYSIA | |||
Income tax rate percentage | 24% | ||
MALAYSIA | Evo Air Marketing M Sdn Bhd [Member] | |||
Equity method investment, ownership percentage | 100% | ||
CAMBODIA | |||
Income tax rate percentage | 20% | ||
CHINA | WKL Guanzhe Green Technology Guangzhou Co Ltd [Member] | |||
Income tax rate percentage | 25% |
SUMMARY OF ROU ASSET AND OPERAT
SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES (Details) - USD ($) | Feb. 29, 2024 | Aug. 31, 2023 |
Assets: | ||
ROU asset | $ 229,972 | $ 271,021 |
Liabilities: | ||
Operating lease liabilities current | 88,952 | 84,879 |
Operating lease liabilities noncurrent | 150,962 | 198,163 |
Total lease liabilities | $ 239,914 | $ 283,042 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) | Feb. 29, 2024 USD ($) |
Rou Asset And Leases | |
2024 | $ 88,952 |
2025 | 96,363 |
2026 | 50,616 |
2027 | 3,983 |
2028 and thereafter | |
Total | $ 239,914 |
ROU ASSET AND LEASES (Details N
ROU ASSET AND LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2023 | Feb. 29, 2024 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Estimated incremental borrowing rate | 10% | |
Lease Termination Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Gain on lease | $ 14,890 |