U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Mark One

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

For the quarterly period ended ~~February~~May 2831, 2026

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

For the transition period from ______ to _______

COMMISSION FILE NO. 333-228161

EvoAir Holdings Inc.

(Exact name of registrant as specified in its charter)

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

EvoAir Holdings Inc.

31-A2, Jalan 5/32A

6 ½ Miles, Off Jalan Kepong

52000 Kuala Lumpur, Malaysia

Tel. +603 6243 3379

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

Copies to:

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

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

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

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

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒

Emerging growth company ☒

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

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

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

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

Applicable Only to Corporate ISSUERS:

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

Class		Outstanding as of ~~April~~July 10, 2026
Common Stock, $0.001		27,180,631

EvoAir Holdings Inc.

Part I	FINANCIAL INFORMATION	3
Item 1	FINANCIAL STATEMENTS	3
Item 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2021
Item 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3031
Item 4	CONTROLS AND PROCEDURES	3031
PART II	OTHER INFORMATION	31
Item 1	LEGAL PROCEEDINGS	3132
Item 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3132
Item 3	DEFAULTS UPON SENIOR SECURITIES	3132
Item 4	MINE SAFETY DISCLOSURES	3132
Item 5	OTHER INFORMATION	3132
Item 6	EXHIBITS	3233
	SIGNATURES	3334

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EVOAIR HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

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

AS OF ~~FEBRUARY~~MAY 2831, 2026 AND AUGUST 31, 2025

	February 28, 2026			August 31, 2025
	May 31, 2026			August 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	4535,~~835~~811		$	93,329
Accounts receivable, net		5734,~~458~~402			56,235
Inventories		~~339~~310,~~937~~960			316,508
Deposit, prepayments and other receivables		6259,~~185~~561			61,676
Total current assets		~~505~~440,~~415~~734			527,748
Non-current assets
Property, plant and equipment, net		~~250~~226,~~887~~862			264,557
Operating lease right-of-use assets		6346,~~413~~456			91,408
Deferred offering cost		3,~~230~~233,~~576~~652			3,225,464
Technology-related intangible assets, net		4039,~~306~~670,~~927~~502			41,579,778
Total non-current assets		43,~~851~~177,~~803~~472			45,161,207
TOTAL ASSETS	$	4443,~~357~~618,~~218~~206		$	45,688,955
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accruals	$	~~463~~577,~~061~~456		$	548,194
Other payables		~~218~~215,~~514~~684			149,034
Deferred revenue		3125,~~812~~929			11,005
Hire purchase creditor		~~748~~-			4,852
Amounts due to shareholders		3,~~299~~544,~~033~~333			2,436,407
Operating lease liability - current		5850,~~778~~342			63,262
Total current liabilities		4,~~071~~413,~~946~~744			3,212,754
Non-current liabilities
Operating lease liabilities		~~9,670~~-			34,774
Total non-current liabilities		~~9,670~~-			34,774
TOTAL LIABILITIES		4,~~081~~413,~~616~~744			3,247,528
Commitments and contingencies (Note 14)		-			-
Shareholders’ equity
Common stock, 250,000,000 authorized; $0.001 par value, 27,180,631 and 27,180,631 shares issued and outstanding as at February 28, 2026 and August 31, 2025*		27,181			27,181
Common stock, 250,000,000 authorized; $0.001 par value, 27,180,631 and 27,180,631 shares issued and outstanding as at May 31, 2026 and August 31, 2025*		27,181			27,181
Additional paid in capital		97,492,063			97,492,063
Accumulated other comprehensive loss		(~~154~~159,~~197~~196	)		(85,598	)
Accumulated deficit		(5556,~~945~~959,~~881~~317	)		(54,028,719	)
Non-controlling interest		(1,~~143~~196,~~564~~269	)		(963,500	)
Total shareholders’ equity		4039,~~275~~204,~~602~~462			42,441,427
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4443,~~357~~618,~~218~~206		$	45,688,955

* Retroactively presented to reflect 1-for-4 reverse stock split effective on September 11, 2024.

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

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EVOAIR HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

FOR THE THREE AND ~~SIX~~NINE MONTH PERIODS ENDED ~~FEBRUARY~~MAY 2831, 2026 AND 2025

	February 28, 2026			February 28, 2025			February 28, 2026			February 28, 2025
	May 31, 2026			May 31, 2025			May 31, 2026			May 31, 2025
	Three months ended						~~Six~~Nine months ended
	February 28, 2026			February 28, 2025			February 28, 2026			February 28, 2025
	May 31, 2026			May 31, 2025			May 31, 2026			May 31, 2025
Revenue	$	67123,~~588~~574		$	7137,~~124~~306		$	88211,~~039~~613		$	~~123~~160,~~053~~359
Cost of revenue		62116,~~144~~751			708,~~066~~505			84201,~~829~~580			~~160~~168,~~176~~681
Gross profit/(loss)		56,~~444~~823			128,~~058~~801			310,~~210~~033			(378,~~123~~322	)
Operating expenses:
Selling and marketing expenses		~~3,708~~617			45,~~955~~566			4,~~095~~712			1420,~~698~~264
General and administrative expenses		1,~~006~~086,~~147~~034			1,~~271~~231,~~390~~898			23,~~042~~128,~~414~~448			57,~~864~~096,~~523~~421
Total operating expenses		1,~~009~~086,~~855~~651			1,~~276~~237,~~345~~464			23,~~046~~133,~~509~~160			57,~~879~~116,~~221~~685
Loss from operation		(1,~~004~~079,~~411~~828	)		(1,~~275~~208,~~287~~663	)		(23,~~043~~123,~~299~~127	)		(57,~~916~~125,~~344~~007	)
Other income
Interest income / (expenses)		(12	)		91			(12	)		179
Interest income/(expense)		(43	)		(32	)		(55	)		147
Other income		~~145~~1,654			221,~~208~~857			~~318~~1,972			224,~~273~~130
Total other income		133			2,299			306			2,452
Total other income/(expense)		1,611			21,825			1,917			24,277
Loss from operation before income taxes		(1,~~004~~078,~~278~~217	)		(1,~~272~~186,~~988~~838	)		(23,~~042~~121,~~993~~210	)		(57,~~913~~100,~~892~~730	)
Income tax expenses		-			-			-			-
Net loss	$	(1,~~004~~078,~~278~~217	)	$	(1,~~272~~186,~~988~~838	)	$	(23,~~042~~121,~~993~~210	)	$	(57,~~913~~100,~~892~~730	)
Less: Net loss attributable to non-controlling interests		(6564,~~258~~781	)		(6769,~~166~~014	)		(~~125~~190,~~831~~612	)		(~~152~~221,~~669~~683	)
Net loss attributable to equity holders of the Company		(~~939~~1,~~020~~013,436	)		(1,~~205~~117,~~822~~824	)		(12,~~917~~930,~~162~~598	)		(56,~~761~~879,~~223~~047	)
Other comprehensive (loss)/income:
Other comprehensive income/(loss):
Foreign currency translation adjustment		~~(156~~7,~~523~~077	)		(4103,~~532~~798	)		(~~122~~115,~~832~~755	)		14(89,~~238~~560	)
Total comprehensive loss		(1,~~095~~006,~~543~~359	)		(1,~~210~~221,~~354~~622	)		(23,~~039~~046,~~994~~353	)		(56,~~746~~968,~~985~~607	)
Less: net comprehensive income attributable to non-controlling interests		~~(40~~12,~~959~~076	)		1(21,~~302~~508	)		(5442,~~233~~157	)		12(9,~~235~~273	)
Net comprehensive loss attributable to equity holders of the Company		(1,~~054~~018,~~584~~435	)		(1,~~211~~200,~~656~~114	)		(13,~~985~~004,~~761~~196	)		(56,~~759~~959,~~220~~334	)
Net loss attributable to equity holders of the Company per common share:
Basic and diluted*		(0.0304	)		(0.04	)		(0.0711	)		(0.2226	)
Weighted average number of common shares outstanding:
Basic and diluted*		27,180,631			27,180,631			27,180,631			26,470,324
Basic and diluted		27,180,631			27,180,631			27,180,631			26,709,695

* Retroactively presented to reflect 1-for-4 reverse stock split effective on September 11, 2024.

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

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EVOAIR HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

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

FOR THE THREE AND ~~SIX~~NINE MONTH PERIODS ENDED ~~FEBRUARY~~MAY 2831, 2026 AND 2025

	shares		amount		capital		deficit			income			~~interests~~Interests			Total
	Common Stock				Additional paid in		Accumulated			Accumulated other comprehensive			Non-controlling
	Shares*		Amount		capital		deficit			income			interests			Total
	Shares		Amount		capital		deficit			income			Interests			Total
Balance as of August 31, 2024		25,685,591	$	25,686	$	91,513,818	$	(39,401,857	)	$	(48,827	)	$	(607,558	)	$	51,481,262
Issuance of common stock for consulting service		1,494,935		1,495		5,978,245		-			-			-			5,979,740
Fraction shares issued due to reverse stock split		105		-		-		-			-			-			-
Foreign currency translation adjustment		-		-		-		-			7,837			10,933			18,770
Net loss		-		-		-		(4,555,401	)		-			(85,503	)		(4,640,904	)
Balance as of November 30, 2024		27,180,631	$	27,181	$	97,492,063	$	(43,957,258	)	$	(40,990	)	$	(682,128	)	$	52,838,868
Foreign currency translation adjustment		-		-		-		-			(5,834	)		1,302			(4,532	)
Net loss		-		-		-		(1,205,822	)		-			(67,166	)		(1,272,988	)
Balance as of February 28, 2025		27,180,631	$	27,181	$	97,492,063	$	(45,163,080	)	$	(46,824	)	$	(747,992	)	$	51,561,348
Foreign currency translation adjustment		-		-		-		-			(82,290	)		(21,508	)		(103,798	)
Net loss		-		-		-		(1,117,824	)		-			(69,014	)		(1,186,838	)
Balance as of May 31, 2025		27,180,631	$	27,181	$	97,492,063	$	(46,280,904	)	$	(129,114	)	$	(838,514	)	$	50,270,712

* Retroactively presented to reflect 1-for-4 reverse stock split effective on September 11, 2024.

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

	shares		amount		capital		deficit			income			interests			Total
	Shares		amount		capital		deficit			income			Interests			Total
	Common Stock				Additional paid in		Accumulated			Accumulated other comprehensive			Non-controlling
	Shares*		Amount		capital		deficit			income			interests			Total
	Shares		Amount		capital		deficit			income			Interests			Total
Balance as of August 31, 2025		27,180,631	$	27,181	$	97,492,063	$	(54,028,719	)	$	(85,598	)	$	(963,500	)	$	42,441,427
Foreign currency translation adjustment		-		-		-		-			46,965			(13,274	)		33,691
Net loss		-		-		-		(978,142	)		-			(60,573	)		(1,038,715	)
Balance as of November 30, 2025		27,180,631	$	27,181	$	97,492,063	$	(55,006,861	)	$	(38,633	)	$	(1,037,347	)	$	41,436,403
Balance		27,180,631	$	27,181	$	97,492,063	$	(55,006,861	)	$	(38,633	)	$	(1,037,347	)	$	41,436,403
Foreign currency translation adjustment		-		-		-		-			(115,564	)		(40,959	)		(156,523	)
Net loss		-		-		-		(939,020	)		-			(65,258	)		(1,004,278	)
Balance as of February 28, 2026		27,180,631	$	27,181	$	97,492,063	$	(55,945,881	)	$	(154,197	)	$	(1,143,564	)	$	40,275,602
Balance		27,180,631	$	27,181	$	97,492,063	$	(55,945,881	)	$	(154,197	)	$	(1,143,564	)	$	40,275,602
Foreign currency translation adjustment		-		-		-		-			(4,999	)		12,076			7,077
Net loss		-		-				(1,013,436	)		-			(64,781	)		(1,078,217	)
Balance as of May 31, 2026		27,180,631	$	27,181	$	97,492,063	$	(56,959,317	)	$	(159,196	)	$	(1,196,269	)	$	39,204,462
Balance		27,180,631	$	27,181	$	97,492,063	$	(56,959,317	)	$	(159,196	)	$	(1,196,269	)	$	39,204,462

* Retroactively presented to reflect 1-for-4 reverse stock split effective on September 11, 2024.

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

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EVOAIR HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

FOR THE ~~SIX~~NINE MONTHS PERIODS ENDED ~~FEBRUARY~~MAY 2831, 2026 AND 2025

	February 28, 2026			February 28, 2025
	May 31, 2026			May 31, 2025
Cash flows from operating activities
Net loss	$	(23,~~042~~121,~~993~~210	)		(57,~~913~~100,~~892~~730	)
Adjustments for non-cash income and expenses:
Depreciation		7593,~~590~~738			5084,~~074~~729
Amortization		1,~~272~~909,~~851~~276			12,~~804~~707,~~838~~257
Stock based compensation		-			3,261,676
Stock based expense		-			3,261,676
Changes in operating assets and liabilities:
Accounts receivables		(121,~~223~~833	)		43,~~944~~419
Inventories		~~(23~~5,~~429~~548	)		7925,~~394~~026
Deposit, prepayments and advances to suppliers		~~(509~~2,115	)		2632,~~788~~624
Operating lease right-of-use assets		2744,~~995~~952			5161,~~299~~007
Accounts payable and accruals		~~(85~~29,~~133~~262	)		~~(105~~14,~~622~~162	)
Deferred revenue		2014,~~807~~924			(16,~~325~~002	)
Operating lease liabilities		(2947,~~588~~694	)		(5163,~~409~~847	)
Other payables		6966,~~480~~650			5468,~~840~~580
Net cash used in operations	$	(~~716~~980,~~152~~606	)	$	(~~738~~900,~~395~~095	)
Cash flows from investing activity
Purchase of property, plant and equipment		~~(61,920~~-	)		-(5,902	)
Cash used in investing activity	$	~~(61,920~~-	)	$	-(5,902	)
Cash flows from financing activities
Amounts due to shareholders		862,626			749,086
Loan from shareholders		1,107,926			972,045
Payments of hire purchase		(4,~~104~~852	)		(46,~~358~~003	)
Payment of deferred offering costs		(58,~~112~~188	)		-(42,454	)
Net cash generated from financing activities	$	~~853~~1,~~410~~094,886		$	~~744~~923,~~728~~588
Net increase in cash and cash equivalents		75,338			6,333
Net decrease in cash and cash equivalents		114,280			17,591
Effect of exchange rate changes		(~~122~~171,~~832~~798	)		40(89,~~143~~560	)
Cash and cash equivalents at start of period		93,329			152,985
Cash and cash equivalents at end of period		4535,~~835~~811			~~199~~81,~~461~~016

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

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EVOAIR HOLDINGS INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~FEBRUARY~~MAY 2831, 2026 AND 2025

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

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

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

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

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

(A) On December 20, 2021, Dr. Low and Chan Kok Wei entered into a share exchange agreement with WKL Eco Earth Holdings Pte Ltd (“WKL Eco Earth Holdings”), pursuant to which Dr. Low and Chan Kok Wei agreed to sell all their ordinary shares of WKL Green Energy Sdn Bhd (“WKL Green Energy”) to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global and Allegro Investment (BVI) Limited (“Allegro Investment”), a company incorporated in the British Virgin Islands (“BVI”) with 50% shareholdings held by Chan Kok Wei and Ong Bee Chen, respectively, of 24,000 shares and 6,000 EvoAir Shares, respectively, or approximately 0.02% and 0.01% of the Then Enlarged Share Capital, respectively. (B) On December 20, 2021, Dr. Low, Chan Kok Wei, Ong Bee Chen and certain sellers (“WKLEE Sellers”) entered into a share exchange agreement with WKL Eco Earth Holdings, pursuant to which Dr. Low, Chan Kok Wei, Ong Bee Chen and WKLEE Sellers agreed to sell all their ordinary shares of WKL Eco Earth Sdn Bhd (“WKL Eco Earth”) to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global, Allegro Investment and WKLEE Sellers of 49,320 EvoAir Shares, 8,280 EvoAir Shares and in aggregate 14,400 shares, respectively, or approximately 0.05%, 0.009% and in aggregate 0.014%, respectively, of the Then Enlarged Share Capital. (C) On December 20, 2021, Tan Soon Hock, Ivan Oh Joon Wern and certain relevant interest holders (“Relevant Interest Holders”) entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to which Tan Soon Hock, Ivan Oh Joon Wern and the Relevant Interest Holders agreed to sell all relevant interests in the EVOH and its subsidiaries (“EvoAir Group” or the “Group”) to WKL Eco Earth Holdings in consideration for the allotment and issuance of 7,037,762 EvoAir Shares, 2,520,000 EvoAir Shares and in aggregate 6,001,794 EvoAir shares, respectively, or approximately 6.91%, 2.48% and in aggregate 5.90%, respectively, of the Then Enlarged Share Capital. The board of directors and majority shareholders of the Company have approved the transaction. (D) On December 20, 2021, Dr. Low entered into two deeds of assignment of intellectual properties with WKL Eco Earth Holdings, in respect of Dr. Low’s patents and patent applications relating to eco-friendly air-conditioner condenser (external unit), evoairTM and the trademarks and trademark applications described in the deeds of assignment thereunder, and in respect of Dr. Low’s patents and patents applications relating to the portable air-conditioner, e-Cond EVOTM and the trademarks and trademark applications as described in the deeds of assignment thereunder (together, the “IP Assignments”). Pursuant to the IP Assignments, WKL Global, Allegro Investment and certain nominees shall be allotted and issued 63,362,756 EvoAir Shares, 14,297,259 EvoAir Shares and in aggregate 5,487,752 EvoAir Shares, respectively or approximately 62.25%, 14.05% and in aggregate 5.39%, respectively of the Then Enlarged Share Capital in consideration for the IP Assignments.

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~~EvoAir Transaction~~(D) On December 20, ~~Change~~2021, Dr. Low entered into two deeds of ~~Control~~assignment ~~Transaction~~of ~~and~~intellectual ~~Allotment~~properties ~~Transactions~~with ~~are~~WKL ~~collectively~~Eco toEarth beHoldings, ~~referred~~in respect of Dr. Low’s patents and patent applications relating to aseco-friendly air-conditioner condenser (external unit), evoairTM and the ~~“Transactions”. The~~trademarks ~~closing~~and trademark applications described in the deeds of assignment thereunder, and in respect of Dr. Low’s patents and patents applications relating to the ~~Transactions~~portable air-conditioner, e-Cond EVOTM and the trademarks and trademark applications as described in the deeds of assignment thereunder (together, the “~~Closing~~IP Assignments”). ~~occurred~~Pursuant onto ~~December~~the 20IP Assignments, ~~2021~~WKL (Global, Allegro Investment and certain nominees shall be allotted and issued 63,362,756 EvoAir Shares, 14,297,259 EvoAir Shares and in aggregate 5,487,752 EvoAir Shares, respectively or approximately 62.25%, 14.05% and in aggregate 5.39%, respectively of the ~~“Closing~~Then ~~Date”)~~Enlarged Share Capital in consideration for the IP Assignments.

~~From~~EvoAir ~~and~~Transaction, ~~after~~Change ~~the~~of ~~Closing~~Control ~~Date,~~Transaction atand ~~which~~Allotment ~~time~~Transactions ~~EvoAir~~are ~~International~~collectively ~~transferred~~to ~~its~~be ~~HVAC~~referred ~~business~~ to ~~the~~as ~~Company,~~ the ~~Company’s primary~~“Transactions”. ~~operations~~The ~~will~~closing ~~consist~~ of the ~~prior~~Transactions ~~operations~~(“Closing”) ofoccurred ~~EvoAir~~on ~~International~~December ~~and~~20, ~~its~~2021 ~~subsidiaries~~(the “Closing Date”).

~~EvoAir~~From ~~International~~and isafter ~~a company incorporated in BVI on November 17, 2021. Effective from~~ the ~~December~~Closing 20Date, ~~2021,~~at ~~it wholly owns WKL Eco Earth Holdings, a company incorporated in Singapore on July 12, 2018,~~ which intime 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~~International ~~(M)~~transferred ~~Sdn~~its ~~Bhd~~HVAC ~~(“EvoAir~~business ~~Manufacturing”)~~to onthe ~~April 19~~Company, ~~2021,~~the aCompany’s ~~Malaysian company incorporated on March 22,~~primary ~~2019,~~operations aswill ~~well~~consist asof ~~acquiring~~the ~~(d)~~prior ~~WKL~~operations ~~EcoEarth~~of 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~~International ~~wholly~~and ~~owns~~its ~~(f) Evo Air Marketing (M) Sdn Bhd (“Evo Air Marketing”), a Malaysian company incorporated on February 2, 2021~~subsidiaries.

OnEvoAir ~~June~~International ~~15,~~is ~~2022~~a company incorporated in BVI on November 17, 2021. Effective from the ~~Company~~December ~~filed~~20, 2021, it wholly owns WKL Eco Earth Holdings, a ~~Certificate~~company ofincorporated ~~Amendment~~in ~~(the~~Singapore ~~“Amendment”~~on July 12, 2018, which in turn wholly owns (a) toWKL ~~the~~Eco ~~Articles~~Earth, ofa ~~Incorporation~~Malaysian ~~with~~company ~~Nevada’s~~incorporated ~~Secretary~~on ofMay ~~State~~17, to2017, ~~change~~and ~~the~~(b) ~~name~~WKL ofGreen ~~the~~Energy, ~~Company~~a ~~from~~Malaysian ~~Unex~~company ~~Holdings~~incorporated ~~Inc~~on October 24, 2017. toWKL ~~EvoAir~~Eco Earth Holdings ~~Inc.~~acquired (~~the~~c) EvoAir Manufacturing (M) Sdn Bhd (“~~Name~~EvoAir ~~Change~~Manufacturing”) on April 19, 2021, a Malaysian company incorporated on March 22, ~~and~~2019, ~~the~~as ~~Name~~well ~~Change~~as ~~became~~acquiring ~~market~~(d) ~~effective~~WKL onEcoEarth ~~November~~Indochina 4Co Ltd (“WKL EcoEarth Indochina”), ~~2022.~~a ~~Effective~~Cambodia company incorporated on ~~November~~February 114, ~~2022~~2021, ~~the~~(e) ~~Company’s~~WKL ~~shares~~Guanzhe ~~began~~Green ~~trading~~Technology Guangzhou Co Ltd (“WKL Guanzhe”), a Chinese company incorporated on ~~under~~April ~~the~~6, ~~new~~2021. ~~ticker~~EvoAir ~~symbol~~Manufacturing wholly owns (f) Evo Air Marketing (M) Sdn Bhd (“~~EVOH~~Evo Air Marketing”), a Malaysian company incorporated on February 2, 2021.

On ~~November~~June 2115, ~~2023~~2022, the Company ~~issued~~filed ina ~~aggregate,~~Certificate ~~52,107~~of ~~shares~~Amendment (the “Amendment”) to the Articles of ~~Common~~Incorporation ~~Stock~~with Nevada’s Secretary of State to 15change ~~referral~~the ~~agents~~name of the Company from Unex Holdings Inc. to EvoAir Holdings Inc. (the “~~Referral~~Name ~~Agents~~Change”), inand ~~consideration~~the ~~for~~Name ~~their~~Change ~~referral~~became tomarket ~~the~~effective ~~Company~~on ofNovember ~~certain~~4, ~~investors~~2022. ~~Each~~Effective ~~Referral~~on ~~Agent~~November is11, a2022, ~~“non-U.S.~~the ~~Persons”~~Company’s asshares ~~defined~~began trading inunder ~~Regulation~~the Snew ticker symbol “EVOH”.

On November 21, 2023, the Company issued, in aggregate, 552,~~500~~107 shares of Common Stock to ~~two~~15 ~~individuals~~referral agents (“Referral Agents”) in consideration for ~~marketing~~their ~~services provided~~referral to the Company byof ~~Artisan~~certain ~~Creative Studio, a marketing entity based in Malaysia~~investors. Each ofReferral ~~the~~Agent ~~individuals~~ is a “non-U.S. Persons” as defined in Regulation S.

On ~~August~~November 1421, ~~2024~~2023, the ~~WKL~~Company ~~Eco~~issued, ~~Earth~~in ~~Holdings~~aggregate, ~~has~~5,500 ~~increased~~shares ~~its~~of ~~investment~~Common inStock ~~WKL~~to ~~Guanzhe~~two ~~Green~~individuals ~~Technology~~in ~~Guangzhou~~consideration Cofor ~~Ltd~~marketing ~~(China) by~~services ~~injecting~~provided anto ~~additional~~the ~~RMB2,000,000~~Company ~~into~~by ~~its~~Artisan ~~registered~~Creative ~~capital.~~Studio, ~~This~~a ~~investment~~marketing ~~has~~entity ~~resulted~~based in anMalaysia. ~~increase~~Each inof ~~WKL~~the ~~Eco~~individuals ~~Earth~~is ~~Holding’s~~a “non-U.S. ~~equity~~Persons” ~~interest~~as defined in ~~WKL~~Regulation ~~Guanzhe Green Technology to 62~~S.~~5%.~~

On ~~February~~August 614, ~~2026~~2024, the WKL Eco Earth Holdings has increased its investment in WKL Guanzhe Green Technology Guangzhou Co Ltd (China) by injecting an additional ~~RMB1~~RMB2,~~500~~000,000 into its registered capital. This investment has resulted in an increase in WKL Eco Earth Holding’s equity interest in WKL Guanzhe Green Technology to 6662.675%.

~~Round~~On 2February ~~Stockholders~~6, 2026, the WKL Eco Earth Holdings has increased its investment in WKL Guanzhe Green Technology Guangzhou Co Ltd (China) by injecting an additional RMB1,500,000 into its registered capital. This investment has resulted in an increase in WKL Eco Earth Holding’s equity interest in WKL Guanzhe Green Technology to 66.67%.

~~The~~Round ~~Company entered into a series of offerings for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $~~2~~.50,~~ ~~as follows:~~Stockholders

~~● On February 15, 2022, the~~ The Company entered into ~~certain share subscription agreement with Ms. Ang Lee Kim Jane, who is~~ a “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to issue and sell 74,074 shares of Common Stock, at a per share purchase price of $2.50, as part of a series of offerings ~~by the Company~~ for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50., ~~The~~as ~~gross proceeds were $185,185.~~follows:

8● |On ~~Page~~February 15, 2022, the Company entered into certain share subscription agreement with Ms. Ang Lee Kim Jane, who is a “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to issue and sell 74,074 shares of Common Stock, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds were $185,185.

● On June 3, 2022, the Company entered into certain share subscription agreement with Mr. Wong Hon Wai who is a “non-U.S. Persons” as defined in Regulation S of the Securities Act pursuant to which the Company agreed to issue and sell 5,000 shares of Common Stock, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds were $12,500. ● On October 25, 2022, the Company entered into Regulation S share subscription agreements with eight investors, each of whom represented that it was a “non-U.S. Persons” as defined in Securities Act. On the same date, the Company entered into Regulation D share subscription agreements with two investors, each of whom represented that it was an “Accredited Investors” as defined in Regulation D of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 129,621 shares of Common Stock to the Regulation S investors, and (ii) 15,000 shares of Common Stock to the Regulation D investors, respectively, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were $361,553. ● On February 20, 2023, the Company entered into Regulation S share subscription agreements with eleven investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 57,783 shares of Common Stock to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were $144,443. ● On July 13, 2023, the Company entered into Regulation S share subscription agreements with 31 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 250,132 shares of Common Stock to the Regulation S Investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $625,330. ● On September 7, 2023, the Company entered into Regulation S share subscription agreements with 71 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, 365,164 shares of Common Stock to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $912,889. ● On November 21, 2023, the Company entered into a Regulation S share subscription agreement with Wong Chun Shoong who represented that he was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreement, the Company agreed to issue and sell in aggregate, 8~~,658~~ ~~shares~~| of Common Stock to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $21,645.Page

~~Reverse~~ ● On June 3, 2022, the Company entered into certain share subscription agreement with Mr. Wong Hon Wai who is a “non-U.S. Persons” as defined in Regulation S of the Securities Act pursuant to which the Company agreed to issue and sell 5,000 shares of Common Stock, ~~Split~~at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds were $12,500. ● On October 25, 2022, the Company entered into Regulation S share subscription agreements with eight investors, each of whom represented that it was a “non-U.S. Persons” as defined in Securities Act. On the same date, the Company entered into Regulation D share subscription agreements with two investors, each of whom represented that it was an “Accredited Investors” as defined in Regulation D of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 129,621 shares of Common Stock to the Regulation S investors, and (ii) 15,000 shares of Common Stock to the Regulation D investors, respectively, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were $361,553. ● On February 20, 2023, the Company entered into Regulation S share subscription agreements with eleven investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 57,783 shares of Common Stock to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were $144,443. ● On July 13, 2023, the Company entered into Regulation S share subscription agreements with 31 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 250,132 shares of Common Stock to the Regulation S Investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $625,330. ● On September 7, 2023, the Company entered into Regulation S share subscription agreements with 71 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, 365,164 shares of Common Stock to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $912,889. ● On November 21, 2023, the Company entered into a Regulation S share subscription agreement with Wong Chun Shoong who represented that he was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreement, the Company agreed to issue and sell in aggregate, 8,658 shares of Common Stock to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $21,645.

OnReverse ~~April 12, 2024, the Company’s board of directors (the “Board”) unanimously resolved to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common~~ Stock~~”),~~ at a ratio of 1-for-4. Following such resolution, on September 9, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to effect the reverse stock split, with an effective time of 9:00AM. Eastern Time on September 11, 2024 (the “Reverse Stock Split~~”).~~

On April 12, 2024, the Company’s board of directors (the “Board”) unanimously resolved to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-4. Following such resolution, on September 9, |2024, ~~Page~~the Company filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to effect the reverse stock split, with an effective time of 9:00AM. Eastern Time on September 11, 2024 (the “Reverse Stock Split”).

~~Split Adjustment;~~9 ~~Treatment~~| ~~of Fractional Shares~~Page

~~As a result of the 1:4 Reverse Stock~~ Split~~, each 4 pre-split shares of Common Stock outstanding will automatically combine into one new~~ ~~share~~Adjustment; ofTreatment ~~Common Stock without any action on the part~~ of ~~the~~Fractional ~~holders, and the number of outstanding shares of Common Stock was reduced from 102,742,362 shares to 25,685,591 shares (subject to rounding up of fractional shares to the nearest whole number).~~Shares

NoAs ~~fractional~~a result of the 1:4 Reverse Stock Split, each 4 pre-split shares ~~were~~of ~~issued~~Common inStock ~~connection~~outstanding ~~with~~will automatically combine into one new share of Common Stock without any action on the ~~Reverse~~part of the holders, and the number of outstanding shares of Common Stock ~~Split.~~was ~~Fractional~~reduced from 102,742,362 shares ~~were~~to ~~rounded~~25,685,591 shares (subject to rounding up of fractional shares to the nearest whole number).

~~Share~~No ~~Issuance~~fractional shares were issued in connection with the Reverse Stock Split. Fractional shares were rounded up to the nearest whole number.

OnShare November 25, 2024, the Company issued, in aggregate, 679,516 shares of Common Stock, representing 2.5% of the issued and outstanding shares of Common Stock to certain project management consultant in consideration for their services in relation to proposed initial public offering.Issuance

On November 25, 2024, the Company issued, in aggregate, ~~815~~679,~~419~~516 shares of Common Stock, representing 32.05% of the issued and outstanding shares of Common Stock to certain ~~corporate~~project ~~and~~management ~~business~~ consultant in consideration for their ~~consulting~~ services in relation to proposed initial public offering.

~~Details~~On ofNovember 25, 2024, the Company’s ~~subsidiaries:~~issued, in aggregate, 815,419 shares of Common Stock, representing 3.0% of the issued and outstanding shares of Common Stock to certain corporate and business consultant in consideration for their consulting services.

~~SUMMARY~~Details of OFthe ~~CONSOLIDATED~~Company’s ~~SUBSIDIARIES~~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)		66.67	%
Subsidiary of EvoAir Manufacturing (M) Sdn Bhd
Evo Air Marketing (M) Sdn Bhd (Malaysia)		100	%

SUMMARY OF CONSOLIDATED SUBSIDIARIES

* Shareholding of WKL Guanzhe Green Technology Guangzhou Co Ltd (China) has increased from 62.5% to 66.67% on February 6, 2026.

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)*		66.67	%
Subsidiary of EvoAir Manufacturing (M) Sdn Bhd
Evo Air Marketing (M) Sdn Bhd (Malaysia)		100	%

~~NOTE 2~~* –Shareholding ~~CHANGE~~of OFWKL ~~CONTROL~~Guanzhe Green Technology Guangzhou Co Ltd (China) has increased from 62.5% to 66.67% on February 6, 2026.

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

~~NOTE~~Pursuant 3to –the ~~GOING~~terms ~~CONCERN~~of a share transfer agreement dated December 20, 2021, Dr. Low, the then sole executive officer and director of the Company and the owner of 2,000,000 restricted shares of the Company’s ordinary shares representing approximately 67.34% of the Company’s then issued and outstanding shares, sold his entire shareholding of the Company to WKL Global for an aggregate consideration of $100. Upon completion of the Change of Control Transaction, WKL Global then owned 2,000,000 shares, or approximately 67.34% of the Company’s then issued and outstanding shares, which resulted in a change of control of the Company.

~~The~~NOTE ~~Company’s~~3 ~~financial~~– ~~statements~~GOING as of February 28, 2026 are 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.CONCERN

AsThe ofCompany’s ~~February~~financial ~~28,~~statements ~~2026~~as ~~and~~of ~~August~~May 31, ~~2025,~~2026 ~~the~~are ~~Company~~prepared ~~had~~using angenerally ~~accumulated~~accepted ~~deficit~~accounting ofprinciples ~~$55,945,881~~in ~~and~~the ~~$54,028,719,~~United States ~~respectively~~of America (“U.S. ~~The~~GAAP”) ~~Company~~applicable ~~incurred~~to a ~~net~~going ~~loss~~concern, which contemplates the realization of ~~$1,004,278~~assets and ~~$1,272,988~~liquidation ~~for~~of liabilities in the ~~three~~normal ~~months~~course ~~ended~~of ~~February~~business. ~~28,~~The ~~2026~~Company ~~and~~has ~~2025,~~not ~~respectively,~~yet ~~and~~established ~~$2,042,993 for~~a ~~the~~sustainable ~~six~~ongoing ~~months~~source ~~ended~~of ~~February~~revenue ~~28,~~sufficient ~~2026~~to ~~compared~~cover toits operating ~~$5,913,892~~costs ~~for~~and ~~the~~allow ~~six~~it ~~months~~to ~~ended~~continue ~~February~~as ~~28,~~a ~~2025~~going concern.

10 | Page

ToAs ~~address~~of ~~these~~May ~~challenges~~31, 2026 and ~~ensure~~August 31, 2025, the Company’s ~~long-term~~had ~~viability~~an accumulated deficit of $56,959,317 ~~Management~~and ~~has~~$54,028,719, ~~developed~~respectively. The Company incurred a ~~strategic~~net ~~plan~~loss ~~focused~~of on$1,078,217 and $1,186,838 for the ~~continued~~ ~~development~~three months ended May 31, 2026 and ~~expansion~~2025, ofrespectively, ~~its~~and ~~HVAC~~$3,121,210 ~~business.~~for ~~Key~~the nine ~~initiatives~~months ~~include:~~ended May 31, 2026 compared to $7,100,730 for the nine months ended May 31, 2025.

●To address ~~Expansion~~these ofchallenges ~~Product~~and ~~Offerings:~~ensure ~~Broadening~~ the ~~range~~Company’s oflong-term ~~HVAC products to meet diverse market needs. ● Geographical Expansion: Penetrating new markets to drive revenue growth. ● Revenue Diversification: Expanding customer segments across retail~~viability, ~~commercial,~~Management ~~industrial,~~has ~~and~~developed ~~project-based~~a ~~clients,~~strategic asplan ~~well~~focused ason ~~private~~the continued ~~label~~development and ~~licensing~~expansion ~~opportunities. ● Improved Profitability: Achieving economies~~ of ~~scale~~its ~~through~~HVAC ~~operational~~business. ~~efficiencies~~Key ~~and~~initiatives ~~growth.~~include:

~~Additionally, the~~● ~~Company~~Expansion isof ~~actively~~Product ~~pursuing~~Offerings: ~~plans~~Broadening tothe ~~raise~~range ~~additional~~of ~~funding~~HVAC products to ~~support~~meet ~~operations~~diverse ~~and~~market ~~business expansion~~needs. ~~This~~● ~~includes~~Geographical ~~preparations~~ Expansion: Penetrating new markets to ~~uplist~~drive onrevenue ~~the~~growth. ~~Nasdaq~~● ~~Capital~~Revenue ~~Market~~Diversification: Expanding customer segments across retail, ~~which~~commercial, isindustrial, ~~expected~~and toproject-based ~~enhance~~clients, ~~access~~as towell ~~capital~~as private label and ~~further~~licensing ~~strengthen~~opportunities. ~~the~~● ~~Company’s~~Improved ~~financial position~~Profitability: Achieving economies of scale through operational efficiencies and growth.

~~The~~Additionally, ~~consolidated~~the ~~financials~~Company ~~have~~is ~~been~~actively ~~prepared~~pursuing ~~assuming~~plans ~~that~~to ~~the~~raise ~~Company~~additional ~~will~~funding ~~continue~~to assupport aoperations ~~going~~and ~~concern~~business ~~and~~expansion. ~~accordingly~~This ~~financial~~includes ~~statements~~preparations doto ~~not~~uplist ~~include~~on ~~any~~the ~~adjustments~~Nasdaq ~~related~~Capital toMarket, ~~the~~which ~~recoverability~~is ~~and~~expected ~~classification~~to ofenhance ~~assets~~access orto ~~the~~capital ~~amounts~~ and ~~classification~~further ofstrengthen ~~liabilities that might be necessary should~~ the Company’s ~~be unable to continue as a going concern~~financial position.

~~NOTE~~The 4consolidated –financials ~~SUMMARY~~have OFbeen ~~SIGNIFICANT~~prepared ~~ACCOUNTING~~assuming ~~POLICIES~~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.

~~Basis~~NOTE of4 ~~Presentation~~– ~~and~~SUMMARY ~~Principles~~OF ofSIGNIFICANT ~~Consolidation:~~ACCOUNTING POLICIES

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

The accompanying consolidated financial statements ~~include~~have ~~the~~been ~~accounts~~prepared ofby ~~EvoAir~~the ~~International,~~Company ~~WKL~~in ~~Eco~~accordance ~~Earth~~with ~~Holdings,~~U.S. ~~WKL~~GAAP ~~Eco~~for ~~Earth,~~financial ~~WKL Green Energy,~~information and ~~its~~pursuant ~~67.5%~~to ~~owned~~the ~~EvoAir~~applicable ~~Manufacturing~~rules ~~which~~and ~~included~~regulations aof ~~100%~~the ~~owned~~Securities ~~subsidiary, Evo Air Marketing, 55% owned WKL EcoEarth Indochina,~~ and ~~its~~Exchange ~~66.67%~~Commission ~~owned WKL Guanzhe~~(“SEC”).

~~All~~The ~~intercompany~~consolidated ~~accounts~~financial ~~and~~statements ~~transactions~~include ~~have~~the ~~been~~accounts ~~eliminated~~of inEvoAir ~~consolidation.~~International, InWKL ~~the~~Eco ~~opinion~~Earth ofHoldings, ~~the~~WKL ~~Management~~Eco Earth, ~~the~~WKL ~~accompanying~~Green ~~financial~~Energy, ~~statements~~and ~~contain~~its ~~all~~67.5% ~~adjustments~~owned ~~(consisting~~EvoAir ofManufacturing ~~normal~~which ~~and~~included ~~recurring~~a ~~accruals)~~100% ~~necessary~~owned tosubsidiary, ~~present~~Evo ~~fairly~~Air ~~all~~Marketing, ~~financial~~55% ~~statements in~~owned ~~accordance~~WKL ~~with~~EcoEarth UIndochina, and its 66.S.67% ~~GAAP~~owned WKL Guanzhe.

~~The~~All ~~non-controlling~~intercompany ~~interests~~accounts ~~are~~and ~~presented~~transactions inhave ~~the~~been ~~consolidated~~eliminated ~~balance~~in ~~sheets, separately from equity attributable to the stockholders of the Company~~consolidation. ~~Non-controlling~~In ~~interests in~~ the ~~results~~opinion of the ~~Company~~Management, ~~are presented on~~ the ~~face~~accompanying ~~of the consolidated~~ financial statements ofcontain ~~operations and~~all ~~comprehensive~~adjustments ~~loss~~(consisting ~~as an allocation~~ of ~~the~~normal ~~total~~and ~~loss~~recurring ~~for~~accruals) ~~the~~necessary ~~year~~to ~~between~~present ~~non-controlling~~fairly ~~interest~~all ~~holders~~financial ~~and~~statements in ~~the~~accordance ~~stockholders of~~with ~~the~~U.S. ~~Company~~GAAP.

~~Use~~The non-controlling interests are presented in the consolidated balance sheets, separately from equity attributable to the stockholders of the ~~Estimates~~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.

~~The~~Use ~~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 credit losses and product returns, allowance 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.Estimates

~~Fiscal~~The ~~Year~~preparation ~~End~~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 credit losses and product returns, allowance 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.

~~The Company~~11 ~~operates~~| ~~on a fiscal-year basis, with the fiscal year ending on August 31.~~Page

11Fiscal Year ~~| Page~~End

~~Cash~~The ~~and~~Company ~~Cash~~operates ~~Equivalents~~on a fiscal-year basis, with the fiscal year ending on August 31.

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

~~WKL~~The ~~Guanzhe~~Company ~~business~~considers ~~is primarily conducted in China and substantially~~ all ofhighly ~~revenue~~liquid ~~are~~investments ~~denominated~~with ina ~~RMB.~~maturity ~~The government~~ of ~~People’s Republic~~three ofmonths ~~China~~or ~~(“PRC”)~~less ~~imposes~~to ~~control~~be ~~over~~cash ~~its~~equivalents. ~~foreign~~The ~~currency~~Company ~~reserves~~places ~~in part through direct regulation of the conversion~~its ofcash ~~RMB~~with ~~into~~high ~~foreign~~credit ~~exchange~~quality ~~and~~financial ~~through restrictions on foreign trade~~institutions.

~~Comprehensive~~WKL ~~Gain~~Guanzhe orbusiness ~~Loss~~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.

~~ASC 220 “~~Comprehensive ~~Income,” establishes standards for the reporting and display of comprehensive income and its components~~ inGain ~~the~~or financial statements. As of February 28, 2026, and August 31, 2025, 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.Loss

~~Foreign~~ASC ~~Currency~~220 ~~Translation~~“Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of May 31, 2026, and August 31, 2025, 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.

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.Translation

~~Transactions~~The ~~denominated~~functional incurrency ~~currencies~~of ~~other~~Chinese ~~than~~operations ~~the~~is Chinese Renminbi, (“RMB”). The functional currency ~~are~~of ~~translated~~the ~~into~~Company’s ~~the~~Singapore operations is Singapore dollars (“SGD”). The functional currency atof the ~~exchange~~Company’s ~~rates~~Malaysia ~~prevailing~~operations is Ringgit Malaysia at(“RM”). ~~the~~Management ~~dates~~has ofadopted ~~the~~ASC ~~transaction.~~830 ~~Exchange~~“Foreign ~~gains~~Currency orMatters” ~~losses~~for ~~arising~~transactions ~~from~~that occur in foreign ~~currency~~currencies. Monetary ~~transactions~~assets denominated in foreign currencies are ~~included~~translated inusing the ~~determination of~~exchange ~~net~~rate ~~income~~prevailing ~~for~~at the ~~respective~~balance ~~periods~~sheet date. Average monthly rates are used to translate revenues and expenses.

~~Assets~~Transactions ~~and~~denominated ~~liabilities~~in ofcurrencies other than the ~~Company’s~~functional ~~operations~~currency are translated into the ~~reporting~~functional currency, ~~United States Dollars,~~ at the exchange ~~rate~~ inrates ~~effect~~ prevailing at the ~~balance sheet~~ dates. ~~Revenue~~of ~~and~~the ~~expenses~~transaction. ~~are~~Exchange ~~translated~~gains ator ~~average~~losses ~~rates~~arising infrom ~~effect~~foreign ~~during~~currency ~~the reporting periods. Equity~~ transactions are ~~recorded~~included atin the ~~historical rate when the transaction occurred. The resulting translation adjustment is reflected~~determination asof ~~accumulated~~net ~~other comprehensive~~ income, afor ~~separate component of stockholders’ equity in~~ the ~~statement~~respective ~~of stockholders’ equity~~periods.

~~Credit~~Assets ~~Losses~~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.

~~In June 2016, the FASB issued Accounting Standards Update (ASU) 2016-13, specifically Financial Instruments –~~ Credit ~~Losses (Topic~~ 326), denoted as ASC 326. This regulatory framework supersedes the incurred loss methodology with the Current Expected Credit Loss (CECL) methodology. CECL necessitates the derivation of credit loss estimates for the remaining projected life of financial assets, encompassing historical data, prevailing conditions, and substantiated forecasts. Broadly applicable to financial assets assessed at amortized cost, including trade receivables, loan receivables, and held-to-maturity debt securities, CECL also extends its purview to certain off-balance sheet credit exposures, such as unfunded commitments to extend credit. In adherence to this methodology, financial assets measured at amortized cost are to be presented on financial statements at the net amount anticipated to be collected, incorporating an allowance for credit losses as a means of accounting for the estimated credit losses. The Company adopted ASU 2016-13 on September 1, 2023, using the modified retrospective method. See below allowance for credit losses for more information.Losses

~~Accounts~~In ~~Receivable~~June ~~and~~2016, ~~Allowance~~the ~~for~~FASB issued Accounting Standards Update (ASU) 2016-13, specifically Financial Instruments – Credit Losses (Topic 326), denoted as ASC 326. This regulatory framework supersedes the incurred loss methodology with the Current Expected Credit Loss (CECL) methodology. CECL necessitates the derivation of credit loss estimates for the remaining projected life of financial assets, encompassing historical data, prevailing conditions, and substantiated forecasts. Broadly applicable to financial assets assessed at amortized cost, including trade receivables, loan receivables, and held-to-maturity debt securities, CECL also extends its purview to certain off-balance sheet credit exposures, such as unfunded commitments to extend credit. In adherence to this methodology, financial assets measured at amortized cost are to be presented on financial statements at the net amount anticipated to be collected, incorporating an allowance for credit losses as a means of accounting for the estimated credit losses. The Company adopted ASU 2016-13 on September 1, 2023, using the modified retrospective method. See below allowance for credit losses for more information.

~~Accounts receivable~~12 ~~are~~| recorded at the net value of the face amount less any allowance for expected credit loss. The allowance for expected credit loss is the Company’s best estimate of the amount of probable credit losses in our existing accounts receivable. An allowance for credit losses is recorded in the period when loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging and other factors. The Company reviews the allowance for credit losses on a regular basis, and all past due balances are reviewed individually for collectability. An account receivable is written off after all collection efforts have ceased. Recoveries of receivables previously written off are recorded when received. Interest is not charged on past due accounts.Page

AsAccounts ofReceivable ~~February 28, 2026,~~ and ~~August~~Allowance ~~31, 2025, our net accounts receivable totaled $ 57,458 and $56,235, respectively, after deducting allowances~~ for ~~credit~~Credit ~~losses of $26,977 and $25,409, respectively. The modest increase in the allowance for credit losses was attributable to foreign currency translation adjustments.~~Losses

12Accounts receivable |are ~~Page~~recorded at the net value of the face amount less any allowance for expected credit loss. The allowance for expected credit loss is the Company’s best estimate of the amount of probable credit losses in our existing accounts receivable. An allowance for credit losses is recorded in the period when loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging and other factors. The Company reviews the allowance for credit losses on a regular basis, and all past due balances are reviewed individually for collectability. An account receivable is written off after all collection efforts have ceased. Recoveries of receivables previously written off are recorded when received. Interest is not charged on past due accounts.

~~Inventories~~As of May 31, 2026, and August 31, 2025, our net accounts receivable totaled $ 34,402 and $56,235, respectively, after deducting allowances for credit losses of $26,497 and $25,409, respectively. The modest increase in the allowance for credit losses was attributable to foreign currency translation adjustments.

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.~~

WeInventories ~~value~~consist ~~inventories~~primarily ~~at the lower~~ of ~~cost~~finished orgoods, ~~net~~raw ~~realizable value. We determine the costs of inventory using the standard cost method~~materials, ~~which approximates~~and ~~actual cost based on a first~~work-in~~, first~~-~~out~~process ~~method.~~(“WIP”) ~~All~~from ~~other~~WKL ~~costs~~Eco Earth, ~~including~~WKL ~~administrative~~EcoEarth ~~costs~~Indochina, WKL ~~are~~Guanzhe, ~~expensed~~and asEvoAir ~~incurred~~Manufacturing.

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

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~~Deposit, ~~Plant~~prepayments and ~~Equipment~~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~~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.Equipment

~~SUMMARY~~Property, OFplant ~~ESTIMATED~~and ~~USEFUL~~equipment ~~LIVES~~are OFrecorded ~~ASSETS~~ 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.

			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.

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

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

~~The~~Intangible ~~Company’s~~Assets ~~intangible assets consist of patents~~ and ~~trademarks~~Other 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 straightLong-~~line~~Lived ~~method over an estimated life of 20 years for both patents and trademarks.~~Assets

~~Long-lived~~The ~~assets~~Company’s ~~are~~intangible ~~reviewed~~assets ~~for~~consist ~~impairment~~of ~~whenever~~patents ~~events~~and ortrademarks ~~changes~~related into ~~circumstances~~assignments ~~indicate the carrying amount~~ of anintellectual ~~asset~~properties ~~may~~by ~~not~~Dr. beLow ~~recoverable.~~into ~~Recoverability~~WKL ofEco ~~these~~Earth ~~assets~~Holdings isunder ~~measured~~the byIP ~~comparison~~Assignments ofas ~~their~~contemplated ~~carrying~~in ~~amounts~~Note to1. ~~future~~The ~~undiscounted~~intangible ~~cash flows the~~ assets are ~~expected to~~recorded ~~generate.~~at Iffair ~~identifiable~~market ~~intangibles~~value and are ~~considered~~amortized tousing ~~be impaired,~~ the ~~impairment~~straight-line tomethod beover ~~recognized~~an ~~equals~~estimated ~~the~~life ~~amount by which the carrying value~~ of ~~the~~20 ~~assets~~years ~~exceeds~~for ~~its~~both ~~fair~~patents ~~market~~and ~~value~~trademarks.

~~Revenue~~Long-lived ~~Recognition~~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 is~~13 ~~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.Page

~~13 | Page~~Revenue Recognition

~~The~~Revenue ~~Company~~is ~~only~~recognized ~~applies~~when ~~the~~a ~~five-step~~customer ~~model~~obtains tocontrol ~~contracts~~of ~~when~~promised itgoods or services and is ~~probable~~recognized ~~that~~in ~~the~~an ~~entity~~amount ~~will~~that ~~collect~~reflects the consideration that itan isentity ~~entitled~~ expects to receive in exchange for ~~the~~those goods or services. itIn ~~transfers~~addition, tothe standard requires disclosure of the ~~customer~~nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ~~Once~~The aCompany ~~contract~~does isnot ~~determined~~disaggregate toits revenue bestreams ~~within~~as the ~~scope~~economic offactors ~~ASC~~underlying ~~606~~the contracts are similar and provide no significant distinction. The amount of revenue atthat ~~contract~~is ~~inception,~~recorded reflects the consideration that the Company ~~reviews~~expects to receive in exchange for those goods or services. The Company applies the ~~contract~~following five-step model in order to determine ~~which~~this ~~performance~~amount: ~~obligations~~(i) identification of the ~~Company~~promised ~~must~~goods ~~deliver~~or ~~and~~services ~~which~~in the contract; (ii) determination of ~~these~~whether the promised goods or services are performance obligations, including whether they are distinct. in ~~The~~the ~~Company~~context ~~recognizes~~of asthe ~~revenues~~contract; ~~the~~(iii) ~~amount~~measurement of the transaction price, ~~that~~including isthe ~~allocated~~constraint on variable consideration; (iv) toallocation of the ~~respective~~transaction price to the performance ~~obligation~~obligations; and (v) recognition of revenue when (or as) the ~~performance~~Company ~~obligation~~satisfies each isperformance ~~satisfied~~obligation.

~~Deferred~~The ~~Revenue~~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.

~~The~~Deferred Company collects customer deposits in advance for certain business contracts. These advance payments are initially recorded as deferred revenue on the balance sheet. As of February 28, 2026, and August 31, 2025, the Company recorded a deferred revenue balance of $31,812 and $11,005, respectively.Revenue

~~Deferred~~The ~~Offering~~Company ~~Costs~~collects customer deposits in advance for certain business contracts. These advance payments are initially recorded as deferred revenue on the balance sheet. As of May 31, 2026, and August 31, 2025, the Company recorded a deferred revenue balance of $25,929 and $11,005, respectively.

~~The~~Deferred ~~Company follows the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of~~ Offering”. Deferred offering costs consist of underwriting, legal and other expenses incurred through the balance sheet date that are directly related to the intended initial public offering (“IPO”). Deferred offering costs will be charged to shareholders’ equity netted against the proceeds upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. The Company deferred $3,230,576 and $3,225,464 of offering costs as of February 28, 2026and August 31, 2025 respectively. Such costs will be deferred and offset against the offering proceeds upon the completion of the IPO.Costs

~~Leases~~The Company follows the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Deferred offering costs consist of underwriting, legal and other expenses incurred through the balance sheet date that are directly related to the intended initial public offering (“IPO”). Deferred offering costs will be charged to shareholders’ equity netted against the proceeds upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. The Company deferred $3,233,652 and $3,225,464 of offering costs as of May 31, 2026 and August 31, 2025 respectively. Such costs will be deferred and offset against the offering proceeds upon the completion of the IPO.

We have entered into operating agreements primarily for the 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 28, 2026.Leases

~~Operating~~We ~~lease~~have ~~assets~~entered ~~and~~into ~~liabilities~~operating ~~are~~agreements ~~recognized~~primarily atfor the ~~present~~office ~~value~~and offactory. ~~future~~We ~~lease~~determine ~~payments~~if asan ofarrangement ~~the~~is a lease ~~commencement~~at ~~date~~inception. ~~The interest~~ ~~rate~~For ~~used~~all toclasses ~~determine the present value~~ of ~~the~~underlying ~~future lease payments is our incremental borrowing rate~~assets, ~~because~~we ~~the~~elect ~~interest~~not ~~rate~~to ~~implicit in~~recognize ~~most~~right of ~~our~~use ~~leases~~assets isor ~~not~~lease ~~readily~~liabilities ~~determinable.~~when ~~Our~~a ~~incremental~~lease ~~borrowing~~has ~~rate~~a islease ~~estimated to approximate the interest rate on a~~term ~~collateralized~~of ~~basis~~12 ~~with~~months ~~similar~~or ~~terms~~less ~~and~~at ~~payments, and in~~ the ~~economic~~commencement ~~environments~~date ~~where the leased asset is located. Operating lease assets also include any prepaid lease payments~~ and ~~lease~~does ~~incentives.~~not ~~Our lease terms~~ include ~~periods~~an ~~under~~option ~~options~~ to ~~extend~~purchase ~~or terminate~~ the ~~lease~~underlying ~~when~~asset ~~it is reasonably certain~~ that we ~~will~~are ~~exercise~~reasonably certain ~~that~~to ~~option~~exercise. WeOperating ~~generally use the base, non-cancellable,~~ lease ~~term when determining the lease~~ assets and liabilities. ~~Operating~~are ~~lease~~included ~~expense is recognized~~ on aour ~~straight-line~~consolidated ~~basis~~balance ~~over~~sheet ~~the~~as ~~lease~~of ~~term~~May 31, 2026.

~~Our~~Operating lease ~~agreements~~assets ~~generally~~and ~~contain~~liabilities are recognized at the present value of future lease ~~and~~payments ~~non-~~as of the lease ~~components~~commencement date. ~~Non-lease~~The ~~components~~interest rate ~~primarily~~used ~~include~~to determine the present value of the future lease payments ~~for~~is ~~maintenance~~our ~~and~~incremental borrowing rate, because the interest rate implicit ~~utilities~~in most of our leases is not readily determinable. WeOur ~~combine~~incremental ~~fixed~~borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, ~~for~~and ~~non-~~in the economic environments where the leased asset is located. Operating lease assets ~~components~~also ~~with~~include ~~our~~any prepaid lease payments and ~~account~~lease ~~for~~incentives. ~~them~~Our ~~together~~lease asterms ainclude ~~single~~periods ~~lease~~under options to extend or terminate ~~component,~~the ~~which~~lease ~~increases~~when it is reasonably certain that we will exercise that option. We generally use the ~~amount~~base, ofnon-cancellable, ~~our~~lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term.

14 | Page

~~Income~~Our ~~Taxes~~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.

~~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.Taxes

The Company’s ~~practice~~utilizes isASC toTopic ~~recognize~~740, ~~interest~~“Income ~~and penalties~~Taxes,” ifwhich ~~any,~~requires ~~related~~the torecognition ~~uncertain~~of deferred tax ~~positions~~assets inand ~~income~~liabilities for the expected future tax ~~expense~~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 ~~operations~~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.

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

~~The~~Measurement ~~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:Value

~~Level~~The 1:fair ~~Quoted~~value ~~market~~of ~~prices~~a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an ~~active~~orderly ~~markets~~transaction ~~for~~between ~~identical~~market participants at the measurement date. Financial assets orare 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 21: ~~Observable~~Quoted market~~-based~~ ~~inputs~~prices orin ~~inputs~~active ~~that~~markets ~~are~~for ~~corroborated~~identical byassets ~~market~~or ~~data~~liabilities.

Level 32: ~~Unobservable~~Observable market-based inputs or inputs that are ~~not~~ corroborated by market data.

~~Earnings~~Level ~~(Loss)~~3: ~~per~~Unobservable ~~Share~~inputs that are not corroborated by market data.

~~The Company computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, “~~Earnings ~~per Share.”~~ ~~Basic earnings~~ (~~loss~~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 reflect 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 28, 2026, the Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.Share

~~Recently~~The ~~Issued~~Company ~~Accounting~~computes ~~Pronouncements~~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 reflect the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of May 31, 2026, the Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

~~In November~~Recently ~~2023,~~Issued ~~the Financial~~ Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, by introducing key amendments to enhance disclosures in public entities’ reportable segments. Notable changes include the mandatory disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), disclosure of other segment items, and requirements for consistency in reporting measures used by the CODM. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Accordingly, the Company adopted the provisions of ASU 2023-07 as of January 31, 2025. The adoption of the new standard had no impact on the Company’s financial position, results of operations or cash flows on the date of transition.Pronouncements

In ~~December~~November 2023, the Financial Accounting Standards Board (the “FASB”) issued ~~ASU~~Accounting Standards Update (“ASU”) 2023-0907, ~~Income~~Segment ~~Taxes~~Reporting (Topic ~~740~~280): Improvements to ~~Income~~Reportable ~~Tax~~Segment Disclosures, ~~which~~by ~~introduces~~introducing ~~more~~key ~~detailed requirements~~amendments ~~for~~to ~~annual~~enhance disclosures in ~~for~~public ~~income~~entities’ ~~taxes~~reportable segments. ~~The~~Notable ~~ASU~~changes ~~requires~~include ~~public~~the ~~business~~mandatory ~~entities~~disclosure toof ~~present~~significant ~~specific~~segment ~~categories~~expenses inregularly provided to the ~~income~~ ~~tax~~chief ~~rate~~operating ~~reconciliation~~decision ~~and~~maker ~~provide~~(“CODM”), ~~additional~~disclosure ~~information~~of ~~for~~other ~~reconciling~~segment items, ~~that~~and ~~meet~~requirements afor ~~quantitative~~consistency in ~~threshold.~~reporting ~~ASU~~measures ~~2023-09 also~~used ~~requires~~by ~~all~~the ~~entities~~CODM. toThe ~~disclose~~amendments ~~the~~in ~~amounts~~this ofupdate ~~income~~are ~~taxes~~effective ~~paid,~~for ~~net~~fiscal ofyears ~~refunds~~beginning ~~received,~~after ~~disaggregated~~December ~~by federal~~15, ~~state~~2023, ~~and~~ ~~foreign~~and ~~jurisdiction.~~interim ~~The~~periods ~~ASU~~within ~~is effective for~~ fiscal years beginning after December 15, 2024. ~~The~~Accordingly, the Company isadopted ~~currently~~the ~~evaluating~~provisions ~~the~~of ASU 2023-07 ~~effects,~~as ifof ~~any~~January 31, ~~that~~2025. ~~the~~The adoption of ~~ASU~~the ~~2023-09~~new ~~may~~standard ~~have~~had no impact on ~~its~~the Company’s financial position, results of operations, or cash flows, oron ~~disclosures~~the date of transition.

In ~~November~~December ~~2024~~2023, the FASB issued ASU ~~2024~~2023-0309, Income ~~Statement-Reporting~~Taxes ~~Comprehensive~~(Topic 740): Improvements to Income~~-Expense~~ ~~Disaggregation~~Tax Disclosures, ~~(Subtopic~~which introduces more detailed ~~220-40):~~requirements ~~Disaggregation~~for ofannual ~~Income~~disclosures ~~Statement~~for ~~Expenses,~~income ~~which~~taxes. The ASU requires public business entities to ~~disclose~~present specific ~~information~~categories ~~about~~in the ~~certain~~income ~~costs~~tax rate reconciliation and ~~expenses~~provide additional information for reconciling items that meet a quantitative threshold. ~~The~~ASU ~~amendments~~2023-09 also inrequires ~~this~~all ~~update~~entities ~~are~~to ~~effective~~disclose ~~for~~the ~~fiscal~~amounts ~~years~~of ~~beginning~~income ~~after~~taxes ~~December~~paid, 15net of refunds received, ~~2026~~disaggregated by federal, ~~and~~state, ~~interim~~and ~~periods~~foreign ~~within~~jurisdiction. The ASU is effective for fiscal years beginning after December 15, ~~2027~~2024. ~~Early adoption is permitted.~~ The Company is currently evaluating the effects, if any, that the adoption of ASU ~~2024~~2023-0309 may have on its financial position, results of operations, cash flows, or disclosures.

In September 2025, the FASB issued ASU 2025-06-Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which is intended to simplify the capitalization guidance for internal-use software by removing references to project stages and clarifying when the capitalizing of eligible costs is required. ASU 2025-06 is effective for annual periods beginning after December 15, ~~2027,~~| ~~and interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its disclosures.~~Page

~~There~~In ~~are~~November no2024, ~~other~~the ~~recently~~FASB issued ~~accounting~~ASU ~~pronouncements~~2024-03, ~~that~~Income ~~have~~Statement-Reporting ~~not~~Comprehensive ~~yet~~Income-Expense ~~been~~Disaggregation ~~adopted~~Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose specific information about certain costs and expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effects, if any, that the ~~Company~~adoption ~~considers~~of ~~material~~ASU to2024-03 may have on its ~~consolidated~~ financial ~~statements~~position, results of operations, cash flows, or disclosures.

In September 2025, the FASB issued ASU 2025-06-Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which is intended to simplify the capitalization guidance for internal-use software by removing references to project stages and clarifying when the capitalizing of eligible costs is required. ASU 2025-06 is effective for annual periods beginning after December 15, |2027, ~~Page~~and interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its disclosures.

~~NOTE~~There 5are ~~INVENTORIES~~no other recently issued accounting pronouncements that have not yet been adopted that the Company considers material to its consolidated financial statements.

~~Inventories~~NOTE ~~consist~~5 ~~of the following:~~INVENTORIES

~~SCHEDULE~~Inventories consist OFof ~~INVENTORIES~~the following:

	February 28, 2026		August 31, 2025
Finished goods	$	205,986	$	145,533
Raw materials and supplies		133,951		170,975
Total	$	339,937	$	316,508

SCHEDULE OF INVENTORIES

NOTE 6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES

	May 31, 2026		August 31, 2025

Finished goods	$	131,201	$	145,533
Raw materials and supplies		179,759		170,975

Total	$	310,960	$	316,508

~~Deposits,~~NOTE ~~prepayments~~6 ~~and~~DEPOSIT, ~~other~~PREPAYMENTS ~~receivables~~AND ~~consists~~OTHER ~~of the following:~~RECEIVABLES

~~SCHEDULE~~Deposits, prepayments OFand ~~DEPOSIT PREPAYMENTS~~other ~~AND~~receivables ~~OTHER~~consists ~~RECEIVABLES~~of the following:

	February 28, 2026		August 31, 2025
Deposits and Prepayments	$	55,720	$	51,055
Other receivables (Advances to suppliers)		6,465		10,621
Total	$	62,185	$	61,676

NOTE 7 PROPERTY, PLANT AND EQUIPMENT, NET

	May 31, 2026		August 31, 2025

Deposits and Prepayments	$	55,565	$	51,055
Other receivables (Advances to suppliers)		3,996		10,621

Total	$	59,561	$	61,676

~~Property,~~NOTE ~~plant~~7 PROPERTY, ~~and~~PLANT ~~equipment~~AND ~~consist~~EQUIPMENT, ~~of the following:~~NET

~~SCHEDULE OF PROPERTY~~Property, ~~PLANT~~plant, ~~AND~~and ~~EQUIPMENT~~equipment consist of the following:

	February 28, 2026			August 31, 2025
Plant and machineries	$	640,334		$	603,972
Office equipment		72,897			67,750
Vehicles		92,377			85,127
Furniture and equipment		26,818			24,479
Renovation		137,908			127,086
Property, plant and equipment gross		970,334			908,414
Less: Accumulated depreciation		(719,447	)		(643,857	)
Property, plant, and equipment, net	$	250,887		$	264,557

Depreciation expense for the six months ended February 28, 2026, was $75,590. Depreciation expense for the six months ended February 28, 2025, was $50,074.

	May 31, 2026			August 31, 2025
Plant and machineries	$	639,921		$	603,972
Office equipment		72,008			67,750
Vehicles		90,733			85,127
Furniture and equipment		26,341			24,479
Renovation		135,455			127,086
Property, plant and equipment gross		964,457			908,414
Less: Accumulated depreciation		(737,595	)		(643,857	)
Property, plant, and equipment, net	$	226,862		$	264,557

~~NOTE 8~~16 –| ~~INTANGIBLE ASSETS~~Page

~~The~~Depreciation ~~below~~expense ~~table~~for ~~summarizes~~ the ~~identifiable~~nine ~~intangible~~months ~~assets~~ended asMay ~~of February 28~~31, 2026, ~~and~~was ~~August~~$93,738. Depreciation expense for the nine months ended May 31, 2025:, was $84,729.

~~SUMMARY~~NOTE 8 OF– INTANGIBLE ASSETS

	February 28, 2026			August 31, 2025
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 technology-related intangible asset impairment		(27,511,542	)		(27,511,542	)
Adjusted carrying amount		55,636,225			55,636,225
Less: Accumulated amortization		(15,329,298	)		(14,056,447	)
Intangible assets, net	$	40,306,927		$	41,579,778

The below table summarizes the identifiable intangible assets as of May 31, 2026 and August 31, 2025:

~~Amortization expenses~~SUMMARY ~~for~~OF ~~intangible assets for the three months ended February 28, 2026, and 2025 were $1,272,851 and $1,804,838 respectively.~~INTANGIBLE ASSETS

16 | Page

	May 31, 2026			August 31, 2025

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 technology-related intangible asset impairment		(27,511,542	)		(27,511,542	)
Adjusted carrying amount		55,636,225			55,636,225
Less: Accumulated amortization		(15,965,723	)		(14,056,447	)
Intangible assets, net	$	39,670,502		$	41,579,778

~~NOTE~~Amortization 9expenses ~~ACCOUNTS~~for ~~PAYABLE~~intangible assets for the nine months ended May 31, ~~ACCRUALS~~2026, ~~AND~~and ~~OTHER~~2025 ~~PAYABLES~~were $1,909,276 and $2,707,257 respectively.

~~Accounts~~NOTE ~~payable~~9 ~~and~~ACCOUNTS ~~accruals~~PAYABLE, ~~and~~ACCRUALS, ~~other~~AND ~~payables~~OTHER ~~consist of the following:~~PAYABLES

~~SCHEDULE~~Accounts payable OFand ~~ACCOUNTS PAYABLES~~accruals, ~~ACCRUALS~~and ~~AND~~other ~~OTHER~~payables ~~PAYABLE~~consist of the following:

	February 28, 2026		August 31, 2025
Accounts payable	$	141,198	$	224,949
Accruals		321,863		323,245
Other payables		218,514		149,034
Total	$	681,575	$	697,228

NOTE 10 RELATED PARTY TRANSACTIONS

	May 31, 2026		August 31, 2025

Accounts payable	$	245,119	$	224,949
Accruals		332,338		323,245
Other payables		215,684		149,034

Total	$	793,140	$	697,228

~~Amounts~~NOTE ~~due~~10 toRELATED ~~shareholders~~PARTY TRANSACTIONS

Amounts due to shareholders are unsecured, with interest of 3% to 8% per annum accruing on a daily basis and tenure of 6 months, until the successful uplisting or terms mutually between the parties. The Company reported amounts due to shareholders of $3,299,033 and $2,436,407 as of February 28, 2026, and August 31, 2025, respectively.

~~NOTE~~Amounts 11due ~~STOCKHOLDERS’~~to ~~EQUITY~~shareholders are unsecured, with interest of 3% to 8% per annum accruing on a daily basis and tenure of 3 months to 6 months, until the successful uplisting or terms mutually between the parties. The Company reported amounts due to shareholders of $3,544,333 and $2,436,407 as of May 31, 2026, and August 31, 2025, respectively.

OnNOTE ~~December~~11 ~~16,~~STOCKHOLDERS’ ~~2021, the Company increased the authorized common stock from 75,000,000 shares with a par value of $0.001 per share to 1,000,000,000 shares with a par value of $0.001 per share.~~EQUITY

On ~~April~~December 1216, ~~2024~~2021, the Company’s ~~board~~increased ofthe ~~directors~~authorized ~~unanimously~~common ~~resolved to effect a reverse~~ stock ~~split~~from of75,000,000 ~~the~~shares ~~Company’s~~with ~~common stock,~~a par value of $0.001 per share, atto ~~a ratio of~~ 1~~-for-4. Following such resolution~~, ~~on September 9~~000, ~~2024~~000, ~~the Company filed a Certificate~~000 ofshares ~~Amendment~~ with ~~the~~a ~~Secretary~~par ofvalue ~~State~~ of ~~the~~$0.001 ~~State~~per ~~of Nevada to effect the reverse stock split, with effective on September 11, 2024~~share.

On ~~November~~April 2512, 2024, the Company’s ~~issued,~~board inof ~~aggregate,~~directors ~~679,516~~unanimously ~~shares~~resolved to effect a reverse stock split of ~~Common~~the ~~Stock~~Company’s common stock, ~~representing~~par 2value $0.5%001 ofper ~~the~~share, ~~issued~~at ~~and~~a ~~outstanding shares~~ratio of ~~Common~~1-for-4. ~~Stock~~Following such resolution, toon ~~certain~~September ~~project~~9, ~~management~~2024, ~~consultants~~the inCompany ~~consideration~~filed ~~for~~a ~~their~~Certificate of ~~services~~Amendment inwith ~~relation~~the Secretary of State of the State of Nevada to effect the ~~proposed~~reverse ~~initial public~~stock ~~offering~~split, with effective on September 11, 2024.

On November 25, 2024, the Company issued, in aggregate, ~~815~~679,~~419~~516 shares of Common Stock, representing 32.05% of the issued and outstanding shares of Common Stock, to certain project management consultants in consideration for their ~~corporate~~services ~~and~~in ~~business~~relation ~~development~~to ~~consulting~~the ~~services~~proposed initial public offering.

~~As a~~17 ~~result~~| of the 1:4 Reverse Stock Split, each 4 pre-split shares of Common Stock outstanding will automatically combine into one new share of Common Stock without any action on the part of the holders. Therefore, as of February 28, 2026, and August 31, 2025, the Company had 27,180,631 and 27,180,631 shares of its common stock issued and outstanding, respectively.Page

~~NOTE~~On 12November ~~INCOME~~25, ~~TAXES~~2024, the Company issued, in aggregate, 815,419 shares of Common Stock, representing 3.0% of the issued and outstanding shares of Common Stock in consideration for their corporate and business development consulting services.

~~The~~As ~~Company’s~~a ~~operating~~result ~~subsidiaries~~of ~~are~~the ~~governed~~1:4 byReverse ~~the~~Stock ~~Income~~Split, ~~Tax~~each ~~Law~~4 ~~(defined~~pre-split ~~hereunder),~~shares ~~which~~of ~~concerns~~Common ~~Foreign~~Stock ~~Investment~~outstanding ~~Enterprises~~will automatically combine into one new ~~and~~share ~~Foreign~~of ~~Enterprises~~Common ~~and~~Stock ~~various~~without ~~local~~any ~~income~~action ~~tax~~on ~~laws~~the ~~(“Income~~part ~~Tax~~of ~~Laws”)~~the holders. WeTherefore, ~~routinely~~as ~~undergo~~of ~~examinations~~May in31, 2026, and August 31, 2025, the ~~jurisdictions~~Company inhad ~~which~~27,180,631 weand ~~operate~~27,180,631 shares of its common stock issued and outstanding, respectively.

~~The~~NOTE ~~Company~~12 ~~has~~INCOME ~~operations in Singapore, Malaysia, Cambodia, BVI, and China that are subject to taxes in the jurisdictions in which they operate, as follows:~~TAXES

17The Company’s |operating ~~Page~~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:

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

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

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

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

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

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

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

~~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~~WKL toGuanzhe ~~the~~is ~~Company’s~~incorporated ~~net~~in ~~loss position, there was no provision for income taxes recorded~~China. AsUnder ~~a result of~~ the ~~Company’s~~current ~~losses to~~tax ~~date,~~law ~~there~~in ~~exists doubt as to~~ the ~~ultimate realization of the deferred tax assets. Accordingly~~PRC, aWKL ~~valuation~~Guanzhe ~~allowance~~is ~~equal~~subject to the ~~total~~ ~~deferred~~enterprise income tax ~~assets~~rate ~~has~~of ~~been recorded~~25%.

~~Reconciliation~~Due ~~between~~to the ~~statutory~~Company’s ~~tax~~net ~~rate~~loss toposition, ~~income~~there ~~before~~was no provision for income taxes ~~and~~recorded. As a result of the ~~actual~~Company’s ~~provision~~losses to ~~for~~date, ~~income~~there ~~taxes~~exists isdoubt as ~~follows:~~to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded.

~~SCHEDULE~~Reconciliation between OFthe ~~RECONCILIATION BETWEEN~~statutory ~~THE~~tax ~~STATUTORY~~rate ~~TAX~~to ~~RATE~~income ~~AND~~before ~~THE~~income ~~ACTUAL~~taxes ~~PROVISION~~ and the actual provision for income taxes is as follows:

	February 28, 2026			August 31, 2025
	Years Ended
	February 28, 2026			August 31, 2025
US Statutory rate		21	%		21	%
Effect of reconciling items for tax purposes		(21	)%		(21	)%
Effective income tax rate		-	%		-	%

The components of net deferred tax assets are as follows:

	May 31, 2026			August 31, 2025
	Years Ended
	May 31, 2026			August 31, 2025
US Statutory rate		21	%		21	%
Effect of reconciling items for tax purposes		(21	)%		(21	)%

Effective income tax rate		-	%		-	%

~~SCHEDULE~~18 OF| ~~COMPONENTS OF NET DEFERRED TAX ASSETS~~Page

	February 28, 2026			August 31, 2025
Net operating loss carry-forward	$	55,900,000		$	54,000,000
Less: valuation allowance		(55,900,000	)		(54,000,000	)
Net deferred tax asset		-			-

The components of net deferred tax assets are as follows:

~~The Company~~SCHEDULE ~~had~~OF ~~net~~COMPONENTS ~~operating~~OF ~~loss~~NET ~~carry forwards for tax purposes of approximately $55,900,000~~DEFERRED asTAX of February 28, 2026, and approximately $54,000,000 as of August 31, 2025, which may be available to offset future taxable income. Utilization of the net operating loss carry forwards may be subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue Code of 1986, as amended. The annual limitation may result in the expiration of net operating loss carry forwards before utilization.ASSETS

18 | Page

	May 31, 2026			August 31, 2025
Net operating loss carry-forward	$	57,000,000		$	54,000,000
Less: valuation allowance		(57,000,000	)		(54,000,000	)
Net deferred tax asset		-			-

~~NOTE~~The 13Company ~~ROU~~had ~~ASSET~~net ~~AND~~operating ~~LEASES~~loss carry forwards for tax purposes of approximately $57,000,000 as of May 31, 2026, and approximately $54,000,000 as of August 31, 2025, which may be available to offset future taxable income. Utilization of the net operating loss carry forwards may be subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue Code of 1986, as amended. The annual limitation may result in the expiration of net operating loss carry forwards before utilization.

ANOTE ~~lease~~13 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. 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 not to recognize ROU ~~assets~~ ~~and~~ASSET ~~lease~~AND ~~liabilities arising from short-term leases with initial lease terms of twelve months or less (deemed immaterial) on the accompanying consolidated balance sheets.~~LEASES

~~ROU~~A ~~assets~~lease ~~include~~is ~~any~~defined ~~prepaid~~as ~~lease~~a ~~payments~~contract ~~and~~that ~~exclude~~conveys ~~any~~the ~~lease~~right ~~incentives~~to ~~and~~control ~~initial~~the ~~direct~~use ~~costs~~of ~~incurred.~~identifiable ~~Lease~~tangible ~~expense~~property for ~~minimum~~a period of time in exchange ~~lease~~for ~~payments~~consideration. isThe ~~recognized~~Company onadopted ASC Topic 842 which primarily affected the ~~effective~~accounting ~~interest,~~treatment for operating lease agreements in which the ~~effective~~Company ~~amortization~~is onthe lessee including the ~~lease~~Company’s ~~liability~~leases of office and factory. The ~~lease~~Company ~~terms~~elected ~~may~~not ~~include~~to recognize ROU ~~options~~assets toand ~~extend~~lease orliabilities ~~terminate~~arising ~~the~~from short-term leases with initial lease ifterms itof istwelve ~~reasonably~~months ~~certain~~or ~~that~~less ~~the~~(deemed ~~Company~~immaterial) ~~will~~on the ~~exercise~~accompanying ~~that~~consolidated ~~option~~balance sheets.

~~When~~ROU ~~measuring~~assets include any prepaid lease ~~liabilities~~payments and exclude any lease incentives and initial direct costs incurred. Lease expense for ~~leases~~minimum lease ~~that~~payments ~~were~~is ~~classified~~recognized ason ~~operating~~the ~~leases~~effective interest, the ~~Company~~effective ~~discounted~~amortization on the lease ~~payments~~liability. ~~using~~The ~~its~~lease ~~estimated~~terms may include ~~incremental~~options ~~borrowing~~to ~~rate~~extend ofor ~~10%~~terminate the lease if it is reasonably certain that the Company will exercise that option.

InWhen ~~January~~measuring ~~2025,~~lease ~~the~~liabilities ~~Company~~for ~~entered~~leases ~~into~~that awere ~~supplemental~~classified ~~agreement~~as ~~amending~~operating ~~its~~leases, ~~existing~~the ~~PRC~~Company ~~factory~~discounted lease ~~agreement~~payments ~~(original~~using ~~Contract~~its estimated ~~effective~~incremental ~~from~~borrowing ~~2021)~~rate ~~with the lessor. The amendment reduces the leased area~~ of ~~the existing factory space~~10%.

~~The~~In ~~Company~~January ~~determined~~2025, ~~that~~ the ~~amendment~~Company ~~qualifies~~entered asinto a ~~lease~~supplemental ~~modification~~agreement ~~under~~amending ~~ASC~~its ~~842-10-25-8~~existing ~~because~~PRC itfactory ~~decreases~~lease ~~the~~agreement ~~scope~~(original ~~of the leased~~Contract ~~asset~~effective ~~(reduced~~from ~~factory space~~2021) ~~without granting additional rights of use, and the decrease in consideration is commensurate~~ with the ~~reduced scope,~~lessor. ~~adjusted~~The ~~for~~amendment ~~market~~reduces ~~conditions and~~ the ~~Company’s~~leased ~~circumstances.~~area ~~This modification is accounted for as a partial termination~~ of the existing ~~lease~~factory space.

The ~~amendments~~Company ~~were~~determined ~~accounted~~that ~~for~~the asamendment ~~lease~~qualifies ~~modifications~~as ~~effective~~a ~~February~~lease 1,modification ~~2025.~~under ~~Per~~ ASC 842-10-25-8, ~~the~~because ~~lease~~it ~~liability~~decreases ~~was remeasured at~~ the ~~modification~~scope ~~date as the present value~~ of the ~~revised lease payments over the remaining term, discounted using the Company’s~~leased ~~incremental~~asset ~~borrowing rate of 4.75%~~ (~~the~~reduced ~~rate~~factory ~~implicit in the lease was not readily determinable~~space). ~~The~~without ~~ROU~~granting ~~asset~~additional ~~was~~rights ~~adjusted~~of ~~proportionately to~~use, ~~reflect~~and the ~~reduction~~decrease in ~~leased~~consideration ~~area,~~is commensurate with ~~any~~the ~~difference~~reduced scope, ~~between~~adjusted ~~the~~for ~~reduction~~market inconditions and the ~~ROU~~Company’s ~~asset~~circumstances. ~~and~~This ~~the~~modification ~~lease~~is ~~liability~~accounted ~~recognized~~ for as a ~~loss~~partial termination of ~~$19,396~~the inexisting ~~net loss~~lease.

The ~~following~~amendments iswere aaccounted ~~summary~~for as lease modifications effective February 1, 2025. Per ASC 842-10-25-8, the lease liability was remeasured at the modification date as the present value of the revised lease payments over the remaining term, discounted using the Company’s incremental borrowing rate of 4.75% (the rate implicit in the lease was not readily determinable). The ROU asset was adjusted proportionately to reflect the reduction in leased area, with any difference between the reduction in the ROU asset and ~~operating~~the lease ~~liabilities:~~liability recognized as a loss of $19,396 in net loss during the year ended August 31, 2025.

~~SUMMARY~~19 OF| ~~ROU ASSET AND OPERATING LEASE LIABILITIES~~ Page

	February 28, 2026		August 31, 2025
Assets:
ROU asset	$	63,413	$	91,408
Liabilities:
Current:
Operating lease liabilities	$	58,778	$	63,262
Operating lease liabilities current	$	58,778	$	63,262
Non-current
Operating lease liabilities		9,670		34,774
Operating lease liabilities non-current		9,670		34,774
Total lease liabilities	$	68,448	$	98,036

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

~~As of~~SUMMARY ~~February~~OF ~~28,~~ROU ~~2026,~~ASSET AND ~~the~~OPERATING ~~remaining~~LEASE ~~maturities of lease liabilities were as follows:~~LIABILITIES

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

	May 31, 2026		August 31, 2025
Assets:
ROU asset	$	46,456	$	91,408

Liabilities:
Current:
Operating lease liabilities	$	50,342	$	63,262
Operating lease liabilities current	$	50,342	$	63,262
Non-current
Operating lease liabilities		-		34,774
Operating lease liabilities current		-		34,774
Total lease liabilities	$	50,342	$	98,036

	Operating lease
2026	$	58,778
2027		9,670
Total	$	68,448

As of May 31, 2026, the remaining maturities of lease liabilities were as follows:

~~NOTE 14~~SCHEDULE ~~COMMITMENTS~~OF ~~AND~~MATURITIES OF ~~CONTINGENCIES~~LEASE LIABILITIES

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of February 28, 2026, the Company is not aware of any contingent liabilities that should be reflected in the financial statements.

	Operating lease
2026	$	50,342
2027		-
Total	$	50,342

NOTE 1514 ~~SUBSEQUENT~~COMMITMENTS ~~EVENTS~~AND CONTINGENCIES

InDuring the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC ~~855~~450-~~10 Subsequent Events~~20-50, ~~the~~Contingencies. The Company ~~has~~evaluates ~~analyzed~~ its ~~operations~~exposure ~~subsequent~~ to ~~February~~the 28matter, ~~2026,~~possible legal toor settlement strategies and the ~~date these~~likelihood ~~consolidated~~of ~~financial~~an ~~statements~~unfavorable ~~were~~outcome. ~~issued,~~If ~~and~~the ~~has~~Company ~~determined~~determines that an unfavorable outcome is probable and can be reasonably estimated, it ~~does~~establishes the necessary accruals. As of May 31, 2026, the Company is not ~~have~~aware of any contingent ~~material~~liabilities ~~subsequent~~that ~~events~~should tobe ~~disclose~~ reflected in ~~these~~the ~~consolidated~~ financial statements.

19NOTE 15 |SUBSEQUENT ~~Page~~EVENTS

~~ITEM~~In 2.accordance ~~MANAGEMENT’S~~with ~~DISCUSSION~~FASB ~~AND~~ASC ~~ANALYSIS~~855-10 OFSubsequent ~~FINANCIAL~~Events, ~~CONDITION~~the ~~AND~~Company ~~RESULTS~~has OFanalyzed ~~OPERATIONS~~its operations subsequent to May 31, 2026, 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.

~~Forward-looking Statements~~20 | Page

~~This~~ITEM ~~Quarterly Report contains forward-looking statements relating to future events or our future financial performance~~2. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industryMANAGEMENT’sS ~~actual~~DISCUSSION ~~results,~~AND ~~levels~~ANALYSIS ofOF ~~activity or~~FINANCIAL ~~performance~~CONDITION toAND beRESULTS ~~materially~~OF ~~different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.~~OPERATIONS

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

InThis ~~this~~Quarterly ~~report~~Report ~~unless~~contains ~~otherwise~~forward-looking ~~specified,~~statements ~~all~~relating ~~dollar~~to ~~amounts~~future ~~are~~events ~~expressed~~or inour ~~US$~~future ~~and~~financial ~~all~~performance. ~~references~~In tosome cases, you can identify forward-looking statements by terminology such as “~~common~~may”, ~~shares~~“should”, or“intends”, “expects”, “~~common~~plans”, ~~stock~~“anticipates”, ~~refer~~“believes”, to“estimates”, ~~the~~“predicts”, ~~common~~“potential”, or ~~shares~~“continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our ~~capital~~or ~~stock~~our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

~~The~~Although ~~management’s~~we ~~discussion~~believe ~~and~~that ~~analysis~~the ofexpectations ~~our~~reflected ~~financial~~in ~~condition~~the ~~and~~forward-looking statements are reasonable, we cannot guarantee future results, levels of ~~operations~~activity ~~are~~or ~~based~~performance. ~~upon~~You ~~our~~should ~~financial~~not place undue reliance on these statements, which ~~have~~speak ~~been~~only ~~prepared~~as inof ~~accordance~~the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the U.S., ~~GAAP~~we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

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

~~EvoAir~~The ~~Holdings~~management’s ~~Inc~~discussion ~~(formerly~~and ~~Unex~~analysis ~~Holdings~~of ~~Inc.)~~our ~~(the~~financial ~~“Company”,~~condition ~~“EVOH”,~~and ~~“we”,~~results ~~“us”,~~of oroperations ~~“our”) is~~are abased ~~corporation~~upon ~~established~~our ~~under~~financial ~~the~~statements, which ~~corporation~~have ~~laws~~been prepared in ~~the~~accordance ~~State~~with ~~of Nevada,~~ U.S. ~~on February 17, 2017~~GAAP. ~~The Company has adopted an August 31 fiscal year end.~~

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

~~Pursuant~~EvoAir toHoldings ~~the~~Inc ~~terms~~(formerly ofUnex aHoldings ~~share~~Inc.) ~~transfer~~(the ~~agreement dated December 20~~“Company”, ~~2021~~“EVOH”, ~~Dr. Low~~“we”, ~~the then sole executive officer and director of the Company and the owner of 2~~“us”,~~000,000~~ ~~restricted~~or ~~shares of the Company’s ordinary shares representing approximately 67.34% of the Company’s~~“our”) ~~then~~is ~~issued~~a ~~and~~corporation ~~outstanding~~established ~~shares,~~under ~~sold his entire shareholding of~~ the ~~Company~~corporation tolaws ~~WKL~~in ~~Global for an aggregate consideration of $100. Upon completion of~~ the ~~Change~~State of ~~Control Transaction~~Nevada, ~~WKL~~U.S. ~~Global~~on ~~owned~~February 217,~~000,000~~ ~~shares, or approximately 67~~2017.~~34%~~ ofThe ~~the~~Company ~~then~~has ~~issued~~adopted ~~and~~an ~~outstanding~~August ~~ordinary~~31 ~~shares~~fiscal ofyear ~~the Company, which resulted in a change of control of the Company~~end.

On December 20, 2021, ~~several~~the ~~transactions~~Company ~~took~~and ~~place~~Dr. ~~(together,~~Low entered into the ~~“Allotment~~EvoAir ~~Transactions”)~~International ~~whereby~~Share ~~the~~Transfer ~~Company~~Agreement, ~~issued~~pursuant ~~and~~to which Dr. Low ~~allotted~~agreed into ~~aggregate~~sell ~~98,809,323~~all of his ordinary shares of EvoAir ~~Shares~~International to ~~certain~~the ~~parties~~Company for the consideration of US$100 (“EvoAir Transaction”). EvoAir OnInternational, through its subsidiaries upon completion of the ~~Allotment~~ Transactions, ~~the~~contemplated ~~total~~under ~~number~~Note of1 ~~issued~~to Financial Statements, ~~and~~is ~~outstanding~~engaged ~~EvoAir~~in ~~Shares~~the ~~were~~R&D, ~~101~~manufacturing,~~779~~ trading,~~323~~ ~~(“Then~~sale ~~Enlarged~~of ~~Share~~HVAC ~~Capital”):~~products and related services in Asia.

~~(A)~~Pursuant Onto ~~December~~the ~~20,~~terms ~~2021,~~of ~~Dr. Low and Chan Kok Wei entered into~~ a share ~~exchange~~transfer agreement ~~with~~dated ~~WKL~~December ~~Eco~~20, ~~Earth Holdings~~2021, ~~pursuant to which~~ Dr. Low, ~~and~~the ~~Chan~~then ~~Kok~~sole ~~Wei~~executive ~~agreed~~officer toand ~~sell~~director ~~all their ordinary shares~~ of ~~WKL~~the ~~Green~~Company and ~~Energy~~the toowner ~~WKL~~of ~~Eco~~2,000,000 ~~Earth~~restricted ~~Holdings~~shares inof ~~consideration for~~ the ~~allotment~~Company’s ~~and~~ordinary ~~issuance~~shares torepresenting ~~WKL~~approximately ~~Global~~67.34% ~~and~~of ~~Allegro~~the ~~Investment~~Company’s then ~~(BVI)~~issued ~~Limited~~and ~~(“Allegro~~outstanding ~~Investment”)~~shares, asold ~~company~~his ~~incorporated in~~entire ~~the~~shareholding ~~British~~of ~~Virgin~~the ~~Islands~~Company ~~with~~to ~~50%~~WKL ~~shareholding~~Global ~~held~~for byan ~~Chan~~aggregate ~~Kok~~consideration ~~Wei~~of ~~and~~$100. Upon ~~Ong~~completion ~~Bee~~of ~~Chen,~~the ~~respectively,~~Change of 24Control Transaction,~~000~~ ~~EvoAir~~WKL ~~Shares~~Global ~~and 6~~owned 2,000 ~~EvoAir Shares~~,000 ~~respectively~~shares, or approximately 067.0234% of the then issued and outstanding ~~0.01%~~ordinary shares of the ~~Then~~Company, ~~Enlarged~~which ~~Share~~resulted ~~Capital,~~in ~~respectively~~a change of control of the Company.

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

(BA) On December 20, 2021, Dr. Low, and Chan Kok Wei, ~~Ong Bee Chen and certain sellers (collectively, the “WKLEE Sellers”)~~ entered into a share exchange agreement with WKL Eco Earth Holdings, pursuant to which Dr. ~~the~~Low ~~WKLEE~~and ~~Sellers~~Chan Kok Wei agreed to sell all their ordinary shares~~, amounting~~ ~~in aggregate, 240,000 shares or 80% shareholding~~ of WKL ~~Eco~~Green ~~Earth~~Energy to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global, and Allegro Investment ~~and~~(BVI) ~~WKLEE~~Limited ~~Sellers~~(“Allegro ~~of 49~~Investment”),~~320~~ ~~EvoAir~~a ~~Shares,~~company ~~8,280~~incorporated in ~~EvoAir~~the ~~Shares~~British Virgin Islands with 50% shareholding held by Chan Kok Wei and inOng ~~aggregate~~Bee 14Chen,~~400~~ respectively, of 24,000 EvoAir Shares and 6,000 EvoAir Shares, respectively, or approximately 0.0502%, ~~0.009%~~ and ~~in aggregate~~ 0.~~014~~01%, ~~respectively,~~ of the Then Enlarged Share Capital, respectively.

~~(C) On~~21 ~~December~~| 20, 2021, Tan Soon Hock, Ivan Oh Joon Wern and certain relevant interest holders (“Relevant Interest Holders”) entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to which the Tan Soon Hock, Ivan Oh Joon Wern and the Relevant Interest Holders agreed to sell all relevant interests in the EvoAir Group to WKL Eco Earth Holdings in consideration for the allotment and issuance of 7,037,762 shares, 2,520,000 shares and in aggregate 6,001,794 shares, respectively, of the common stock of the Company, or approximately 6.91%, 2.48% and in aggregate 5.90%, respectively, of the issued and outstanding ordinary shares of the Company. The board of directors and majority shareholders of the Company have approved the transaction.Page

(DB) On December 20, 2021, Dr. Low, ~~entered~~Chan ~~into~~Kok ~~two~~Wei, ~~deeds~~Ong ofBee ~~assignment~~Chen ofand ~~intellectual~~certain ~~properties~~sellers (collectively, the “WKLEE Sellers”) entered into a share exchange agreement with WKL Eco Earth Holdings, inpursuant ~~respect of~~to ~~Dr.~~which ~~Low’s~~the ~~patents~~WKLEE ~~relating~~Sellers agreed to ~~eco-friendly~~sell ~~air-conditioner~~all ~~condenser~~their ~~(external~~ordinary ~~unit)~~shares, ~~EvoAirTM and the trademarks~~ ~~described~~amounting in ~~the~~aggregate, ~~deed of assignment thereunder~~240,000 ~~and~~shares inor ~~respect~~80% shareholding of ~~Dr.~~WKL ~~Low’s~~Eco ~~patents~~Earth ~~relating~~ to ~~the~~WKL ~~portable~~Eco ~~air-conditioner,~~Earth ~~e-Cond EVOTM~~Holdings ~~and the trademarks as described~~ in ~~the~~consideration ~~deed~~for ~~of assignments thereunder (together,~~ the ~~“IP Assignments”).~~allotment ~~Pursuant~~and issuance to ~~the IP Assignments,~~ WKL Global, Allegro Investment and ~~certain~~WKLEE ~~nominees~~Sellers ~~shall~~of ~~be allotted and issued 63~~49,~~362,756~~320 EvoAir Shares, 14 8,~~297,259~~280 EvoAir Shares and in aggregate 514,~~487,752~~ 400 EvoAir Shares, respectively, or approximately 620.2505%, 140.05009% and in aggregate 50.39014%, respectively, of the Then Enlarged Share Capital ~~in consideration for the IP Assignments~~.

~~EvoAir~~(C) ~~Transaction~~On December 20, ~~Change~~2021, ofTan ~~Control~~Soon ~~Transaction~~Hock, Ivan Oh Joon Wern and ~~Allotment~~certain ~~Transactions~~relevant ~~are~~interest ~~collectively~~holders (“Relevant Interest Holders”) entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to bewhich ~~referred~~the Tan Soon Hock, Ivan Oh Joon Wern and the Relevant Interest Holders agreed to assell all relevant interests in the ~~“Transactions”.~~EvoAir Group to WKL Eco Earth Holdings in consideration for ~~The~~the ~~closing~~allotment and issuance of 7,037,762 shares, 2,520,000 shares and in aggregate 6,001,794 shares, respectively, of the ~~Transactions~~common (stock of the ~~“Closing”)~~Company, ~~occurred~~or onapproximately ~~December~~6.91%, 202.48% and in aggregate 5.90%, ~~2021~~respectively, (of the ~~“Closing~~issued ~~Date”)~~and outstanding ordinary shares of the Company. The board of directors and majority shareholders of the Company have approved the transaction.

~~From~~(D) ~~and~~On ~~after~~December ~~the~~20, ~~Closing Date~~2021, atDr. ~~which~~Low ~~time~~entered ~~EvoAir~~into ~~International~~two ~~transferred~~deeds ~~its~~of ~~HVAC~~assignment ~~business~~of intellectual properties with WKL Eco Earth Holdings, in respect of Dr. Low’s patents relating to ~~the~~eco-friendly ~~Company~~air-conditioner condenser (external unit), EvoAirTM and the ~~Company~~trademarks described in the deed of assignment thereunder, and in respect of Dr. Low’s ~~primary~~patents relating to the portable air-conditioner, e-Cond ~~operations~~EVOTM ~~consisted~~and the trademarks as described in the deed of assignments thereunder (together, the ~~prior~~“IP ~~operations~~Assignments”). Pursuant ofto the IP Assignments, WKL Global, Allegro Investment and certain nominees shall be allotted and issued 63,362,756 EvoAir ~~International~~Shares, 14,297,259 EvoAir Shares and in aggregate 5,487,752 EvoAir Shares, respectively or approximately 62.25%, 14.05% and in aggregate 5.39%, respectively of the Then Enlarged Share Capital in consideration for the IP Assignments.

EvoAir ~~International is a company incorporated in BVI on November 17~~Transaction, ~~2021.~~Change ~~Effective~~of ~~from~~Control ~~the~~Transaction 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)~~Allotment ~~WKL~~Transactions ~~Green~~are ~~Energy~~collectively ato ~~Malaysian~~be ~~company~~referred ~~incorporated~~to onas ~~October~~the ~~24, 2017~~“Transactions”. ~~WKL Eco Earth Holdings acquired (c) EvoAir~~ ~~Manufacturing~~The onclosing ~~April~~of ~~19,~~the ~~2021,~~Transactions ~~a Malaysian company incorporated on March 22, 2019, as well as acquiring~~ (dthe “Closing”) ~~WKL~~occurred ~~EcoEarth Indochina, a Cambodia company incorporated~~ on ~~February~~December 420, 2021, (e)the ~~WKL~~“Closing ~~Guanzhe Green Technology Guangzhou, a Chinese company incorporated on April 6, 2021. EvoAir Manufacturing wholly owns (f~~Date”) ~~Evo Air Marketing, a Malaysian company incorporated on February 2, 2021~~.

OnFrom ~~June~~and ~~15,~~after ~~2022,~~ the ~~Company~~Closing ~~filed~~Date, aat ~~Certificate~~which oftime ~~Amendment~~EvoAir ~~(the~~International ~~“Amendment”)~~transferred toits ~~the~~HVAC ~~Articles~~business ~~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~~primary operations ~~began~~consisted ~~trading under~~of the ~~new~~prior ~~ticker~~operations ~~symbol~~of ~~“EVOH”~~EvoAir International.

OnEvoAir International is a company incorporated in BVI on November 2117, ~~2023,~~2021. Effective from the ~~Company~~December ~~issued~~20, 2021, it wholly owns WKL Eco Earth Holdings, a company incorporated in ~~aggregate~~Singapore on July 12, 522018,~~107~~ ~~shares~~which ofin ~~Common~~turn ~~Stock~~wholly toowns 15(a) ~~referral~~WKL ~~agents~~Eco ~~(“Referral~~Earth, ~~Agents”)~~a Malaysian company incorporated inon ~~consideration~~May ~~for~~17, ~~their~~2017, ~~referral~~and to(b) ~~the~~WKL ~~Company~~Green ofEnergy ~~certain~~a ~~investors~~Malaysian company incorporated on October 24, 2017. ~~Each~~WKL ~~Referral~~Eco ~~Agent~~Earth isHoldings acquired (c) EvoAir Manufacturing on April 19, 2021, a ~~“non-U.S.~~Malaysian ~~Persons”~~company incorporated on March 22, 2019, as ~~defined~~well as acquiring (d) WKL EcoEarth Indochina, ina ~~Regulation~~Cambodia Scompany incorporated on February 4, 2021, (e) WKL Guanzhe Green Technology Guangzhou, a Chinese company incorporated on April 6, 2021. EvoAir Manufacturing wholly owns (f) Evo Air Marketing, a Malaysian company incorporated on February 2, 2021.

On ~~November~~June 2115, ~~2023~~2022, the Company ~~issued,~~filed ina ~~aggregate,~~Certificate ~~5,500 shares~~ of ~~Common~~Amendment ~~Stock~~(the “Amendment”) to ~~two~~the ~~individuals~~Articles inof ~~consideration~~Incorporation ~~for~~with ~~marketing services~~Nevada’s ~~provided~~Secretary of State to change the name of the Company byfrom ~~Artisan~~Unex ~~Creative~~Holdings ~~Studio~~Inc. to EvoAir Holdings Inc. (the “Name Change”), and athe ~~marketing~~Name ~~entity~~Change ~~based~~became inmarket ~~Malaysia~~effective on November 4, 2022. ~~Each~~Effective ofon November 11, 2022, the ~~individuals~~Company’s isshares abegan ~~“non-U.S.~~trading ~~Persons”~~under asthe ~~defined~~new inticker ~~Regulation~~symbol S“EVOH”.

On November ~~August 14~~21, ~~2024~~2023, the ~~WKL~~Company ~~Eco~~issued ~~Earth~~in ~~Holdings~~aggregate, ~~has increased~~52,107 ~~its~~shares ~~investment~~of inCommon ~~WKL~~Stock ~~Guanzhe~~to ~~Green~~15 ~~Technology~~referral ~~Guangzhou~~agents ~~Co Ltd~~ (~~China)~~“Referral ~~by injecting an additional RMB2,000,000 into its registered~~Agents”) ~~capital.~~in ~~This~~consideration ~~investment~~for ~~has~~their ~~resulted~~referral into anthe ~~increase~~Company inof ~~WKL~~certain ~~Eco~~investors. ~~Earth~~Each ~~Holding’s~~Referral ~~equity~~Agent ~~interest~~is ina ~~WKL~~“non-U.S. ~~Guanzhe~~Persons” ~~Green~~as ~~Technology~~defined toin 62Regulation S.~~5%.~~

On November ~~February 6~~21, ~~2026~~2023, the ~~WKL~~Company ~~Eco~~issued, ~~Earth~~in ~~Holdings~~aggregate, ~~has increased~~5,500 ~~its~~shares ~~investment~~of inCommon ~~WKL~~Stock ~~Guanzhe~~to ~~Green~~two ~~Technology~~individuals ~~Guangzhou~~in Coconsideration ~~Ltd~~for ~~(China)~~marketing byservices provided ~~injecting~~to anthe ~~additional~~Company ~~RMB1,500,000~~by ~~into~~Artisan ~~its~~Creative ~~registered capital.~~Studio, ~~This~~a ~~investment~~marketing ~~has~~entity ~~resulted~~based in anMalaysia. ~~increase~~Each inof ~~WKL~~the ~~Eco~~individuals ~~Earth~~is ~~Holding’s~~a ~~equity~~“non-U.S. Persons” ~~interest~~as defined in ~~WKL~~Regulation ~~Guanzhe Green Technology to 66~~S.~~67%.~~

2122 | Page

~~Round~~On 2August ~~Stockholders~~14, 2024, the WKL Eco Earth Holdings has increased its investment in WKL Guanzhe Green Technology Guangzhou Co Ltd (China) by injecting an additional RMB2,000,000 into its registered capital. This investment has resulted in an increase in WKL Eco Earth Holding’s equity interest in WKL Guanzhe Green Technology to 62.5%.

~~The~~On ~~Company~~February ~~entered~~6, ~~into~~2026, athe ~~series~~WKL ofEco ~~offerings~~Earth ~~for~~Holdings anhas ~~aggregate~~increased ofits upinvestment toin 6WKL Guanzhe Green Technology Guangzhou Co Ltd (China) by injecting an additional RMB1,~~000~~500,000 ~~shares~~into ofits ~~Common~~registered ~~Stock~~capital. atThis ainvestment ~~per~~has ~~share~~resulted ~~purchase~~in ~~price~~an ofincrease in WKL Eco Earth Holding’s ~~$2.50,~~equity asinterest ~~follows:~~in WKL Guanzhe Green Technology to 66.67%.

● 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” (the “Investor”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to issue and sell 74,074 Shares, par value $0.001 per share, at a per share purchase price of $Round 2~~.50,~~ as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds were $185,185. ● On June 3, 2022, the Company entered into certain share subscription agreement with Mr. Wong Hon Wai who is a “non-U.S. Persons” (the “Investor”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to issue and sell 5,000 shares, par value $0.001 per share , at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds were $12,500. ● On October 25, 2022, the Company entered into Regulation S share subscription agreements with eight investors, each of whom represented that it was a “non-U.S. Persons” as defined in Securities Act. On the same date, the Company entered into Regulation D share subscription agreements with two investors, each of whom represented that it was an “Accredited Investors” as defined in Regulation D of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 129,621 shares of Common Stock, par value $0.001 per share to the Regulation S investors, and (ii) 15,000 shares of Common Stock to the Regulation D investors, respectively par value $0.001 per share, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were $361,553. ● On February 20, 2023, the Company entered into Regulation S share subscription agreements with eleven investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the agreements, the Company agreed to issue and sell in aggregate, (i) 57,783 shares of Common Stock, par value $0.001 per share to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the private placement offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were $144,443. ● On July 13, 2023, the Company entered into Regulation S share subscription agreements with 31 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the agreements, the Company agreed to issue and sell in aggregate, (i) 250,132 shares of Common Stock, par value $0.001 per share to the Regulation S Investors, at a per share purchase price of $2.50 as part of a series of the private placement offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $625,330. ● On September 7, 2023, the Company entered into Regulation S share subscription agreements with 71 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the agreements, the Company agreed to issue and sell in aggregate, 365,164 shares of Common Stock, par value $0.001 per share to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the private placement offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate was approximately $912,889. ● On November 21, 2023, the Company entered into a Regulation S share subscription agreement with Wong Chun Shoong who represented that he was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the agreement, the Company agreed to issue and sell in aggregate, 8,658 shares of Common Stock, par value $0.001 per share to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the private placement offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate was approximately $21,645.Stockholders

22The Company |entered ~~Page~~into a series of offerings for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50, as follows:

~~Reverse~~ ● 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” (the “Investor”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to issue and sell 74,074 Shares, par value $0.001 per share, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock ~~Split~~at a per share purchase price of $2.50. The gross proceeds were $185,185. ● On June 3, 2022, the Company entered into certain share subscription agreement with Mr. Wong Hon Wai who is a “non-U.S. Persons” (the “Investor”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to issue and sell 5,000 shares, par value $0.001 per share , at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds were $12,500. ● On October 25, 2022, the Company entered into Regulation S share subscription agreements with eight investors, each of whom represented that it was a “non-U.S. Persons” as defined in Securities Act. On the same date, the Company entered into Regulation D share subscription agreements with two investors, each of whom represented that it was an “Accredited Investors” as defined in Regulation D of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 129,621 shares of Common Stock, par value $0.001 per share to the Regulation S investors, and (ii) 15,000 shares of Common Stock to the Regulation D investors, respectively par value $0.001 per share, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were $361,553. ● On February 20, 2023, the Company entered into Regulation S share subscription agreements with eleven investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the agreements, the Company agreed to issue and sell in aggregate, (i) 57,783 shares of Common Stock, par value $0.001 per share to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the private placement offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were $144,443. ● On July 13, 2023, the Company entered into Regulation S share subscription agreements with 31 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the agreements, the Company agreed to issue and sell in aggregate, (i) 250,132 shares of Common Stock, par value $0.001 per share to the Regulation S Investors, at a per share purchase price of $2.50 as part of a series of the private placement offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $625,330. ● On September 7, 2023, the Company entered into Regulation S share subscription agreements with 71 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the agreements, the Company agreed to issue and sell in aggregate, 365,164 shares of Common Stock, par value $0.001 per share to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the private placement offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate was approximately $912,889.

~~On April~~23 ~~12,~~| 2024, the Company’s board of directors (the “Board”) unanimously resolved to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-4. Following such resolution, on September 9, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to effect the reverse stock split, with an effective time of 9:00AM. Eastern Time on September 11, 2024 (the “Reverse Stock Split”).Page

~~Split Adjustment;~~● ~~Treatment~~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 ~~Fractional~~the ~~Shares~~Securities Act. Pursuant to the agreement, the Company agreed to issue and sell in aggregate, 8,658 shares of Common Stock, par value $0.001 per share to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the private placement offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate was approximately $21,645.

~~As a result of the 1:4~~ Reverse ~~Stock Split, each 4 pre-split shares of Common Stock outstanding will automatically combine into one new~~ ~~share of Common~~ Stock without any action on the part of the holders, and the number of outstanding shares of Common Stock was reduced from 102,742,362 shares to 25,685,591 shares (subject to rounding up of fractional shares to the nearest whole number).Split

NoOn ~~fractional~~April ~~shares~~12, ~~were~~2024, ~~issued~~the inCompany’s ~~connection~~board ~~with~~of directors (the ~~Reverse~~“Board”) unanimously resolved to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), ~~Split~~at a ratio of 1-for-4. ~~Fractional~~Following ~~shares~~such resolution, ~~were~~on ~~rounded~~September up9, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to effect the ~~nearest~~reverse ~~whole~~stock ~~number~~split, with an effective time of 9:00AM. Eastern Time on September 11, 2024 (the “Reverse Stock Split”).

~~Share~~Split ~~Issuance~~Adjustment; Treatment of Fractional Shares

OnAs ~~November~~a ~~25,~~result ~~2024,~~of the ~~Company~~1:4 ~~issued,~~Reverse inStock ~~aggregate~~Split, ~~679,516~~each 4 pre-split shares of Common Stock, ~~representing~~outstanding ~~2.5%~~will automatically combine into one new share of Common Stock without any action on the ~~issued~~part of the holders, and the number of outstanding shares of Common Stock towas ~~certain~~reduced from ~~project~~102,742,362 ~~management~~shares ~~consultant~~to in25,685,591 ~~consideration~~shares ~~for~~(subject ~~their~~to ~~services~~rounding inup ~~relation~~of fractional shares to ~~proposed~~the ~~initial~~nearest ~~public offering~~whole number).

OnNo ~~November~~fractional ~~25,~~shares ~~2024,~~were ~~the Company~~ issued, in ~~aggregate,~~connection ~~815,419~~with ~~shares~~the ofReverse ~~Common~~ Stock, ~~representing 3~~Split.0% ofFractional ~~the issued and outstanding~~ shares ofwere ~~Common~~rounded ~~Stock~~up to ~~certain~~the ~~corporate~~nearest ~~and~~whole ~~business consultant in consideration for their consulting services.~~number

~~Plan~~Share ~~of Operation and Funding~~Issuance

WeOn ~~expect~~November ~~that~~25, ~~working~~2024, ~~capital~~the ~~requirements~~Company ~~will~~issued, ~~continue~~in toaggregate, be679,516 ~~funded~~shares ~~through~~of ~~internally~~Common ~~generated~~Stock, ~~funds~~representing ~~and~~2.5% ~~proceeds~~of ~~from~~the ~~issuances~~issued ofand outstanding ~~securities.~~shares ~~Our~~of ~~working~~Common ~~capital~~Stock ~~requirements~~to ~~are~~certain ~~expected~~project tomanagement ~~increase~~consultant in ~~line~~consideration ~~with~~for ~~the~~their ~~growth~~services ofin ~~our~~relation ~~business~~to proposed initial public offering.

~~Existing~~On ~~working~~November ~~capital proceeds from issuance of securities~~25, ~~further advances~~2024, ~~and anticipated cash flow are expected to be adequate to fund our operations over~~ the ~~next~~Company ~~twelve~~issued, ~~months.~~in ~~We have no lines of credit or other bank financing arrangements. Generally~~aggregate, ~~we have financed operations to date through internally generated funds~~815,419 ~~advances~~shares ~~and proceeds from issuance~~ of ~~securities.~~Common ~~In connection with our business plan~~Stock, ~~management~~representing ~~anticipates~~3.0% ~~additional increases in operating expenses and capital expenditures relating to: (i) research and development; (ii) expansion~~ of ~~product~~the ~~offerings;~~issued ~~(iii) geographical expansion;~~ and ~~(iv) marketing expenses. We intend to finance these expenses with~~outstanding ~~further~~shares ~~issuances~~ of ~~securities~~Common ~~and~~Stock ~~advances. Thereafter, we expect we will need~~ to ~~raise~~certain ~~additional~~corporate ~~capital~~ and ~~generate~~business ~~revenue~~consultant ~~to meet long-term operating requirements. Additional issuances of equity will result~~ in ~~dilution~~consideration tofor ~~our~~their ~~current~~consulting ~~shareholders~~services. Further, such securities might have rights, preferences, or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

23Plan of |Operation ~~Page~~and Funding

~~Results~~We expect that working capital requirements will continue to be funded through internally generated funds and proceeds from issuances of securities. ~~Operations~~Our working capital requirements are expected to increase in line with the growth of our business.

~~The~~Existing ~~following~~working ~~summary~~capital proceeds from issuance of securities, further advances, and anticipated cash flow are expected to be adequate to fund our operations ~~should~~over bethe ~~read~~next intwelve ~~conjunction~~months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through internally generated funds, advances and proceeds from issuance of securities. In connection with our ~~unaudited~~business plan, ~~condensed~~management ~~consolidated~~anticipates ~~financial~~additional ~~statements~~increases ~~for~~in operating expenses and capital expenditures relating to: (i) research and development; ~~the~~(ii) ~~three~~expansion of product offerings; (iii) geographical expansion; and ~~six~~(iv) ~~months~~marketing ~~ended~~expenses. ~~February~~We ~~28,~~intend ~~2026~~to finance these expenses with further issuances of securities and advances. Thereafter, aswe ~~compared~~expect we will need to ~~the~~raise ~~three~~additional capital and ~~six~~generate ~~months~~revenue ~~ended~~to meet ~~February~~long-term 28operating requirements. Additional issuances of equity will result in dilution to our current shareholders. Further, ~~2025~~such securities might have rights, preferences, or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

~~Three Months~~24 ~~Ended~~| ~~February 28, 2026, versus Three Months Ended February 28, 2025~~Page

	Three Months Ended February 28
	2026			2025			Changes			%
Revenue	$	67,588		$	71,124		$	(3,536	)		(5	)%
Cost of revenue		62,144			70,066			(7,922	)		(11	)%
Gross profit		5,444			1,058			4,386			415	%
Operating expenses		1,009,855			1,276,345			(266,490	)		(21	)%
Loss from operation		(1,004,411	)		(1,275,287	)		270,876			(21	)%
Other income		133			2,299			(2,166	)		(94	)%
Loss from operation before income taxes	$	(1,004,278	)	$	(1,272,988	)	$	268,710			21	%

Results of Operations

~~Revenue~~The following summary of our operations should be read in conjunction with our unaudited condensed consolidated financial statements for the three and nine months ended May 31, 2026, as compared to the three and nine months ended May 31, 2025.

~~Revenue decreased~~Three ~~modestly~~Months toEnded ~~$67,588~~May ~~in the three months ended February 28~~31, 2026 ~~from $71~~,~~124~~ inversus ~~the~~Three ~~same~~Months ~~period~~Ended ofMay ~~2025~~31, ~~a decline of 5%. The decrease was primarily attributable to lower sales volume of Ionic Nano Copper Zinc and related products, which was partially offset by growth in EvoAir air-conditioner sales,~~ 2025

We continue to build momentum through strategic distribution channels, project collaborations, private labelling and licensing models. The Group remains committed to strengthening traction of EvoAir™ and driving adoption across residential, commercial and industrial sectors.

	Three Months Ended May 31
	2026			2025			Changes			%
Revenue	$	123,574		$	37,306		$	86,268			231	%
Cost of revenue		116,751			8,505			108,246			1,273	%
Gross profit		6,823			28,801			(21,978			(76	)%
Operating expenses		1,086,651			1,237,464			(150,813	)		(12	)%
Loss from operation		(1,079,828	)		(1,208,663	)		128,835			(11	)%
Other income		1,611			21,825			(20,214	)		(93	)%
Loss from operation before income taxes	$	(1,078,217	)	$	(1,186,838	)	$	108,621			(9	)%

We remain confident in the long-term prospects of EvoAir™ and are focused on continuing to innovate and address challenges, with a view to establishing the product as a leading solution in the sustainable cooling market.Revenue

~~Cost~~Revenue increase significantly to $123,574 for the three months ended May 31, 2026 from $37,306 in the same period of ~~revenue~~2025, an increase of 231%. The growth was primarily driven by and ~~Gross~~increase ~~profit~~of in EvoAir air-conditioner sales.

~~Cost~~We ofcontinue ~~revenue decreased~~ to ~~$62,144~~build ~~from~~momentum ~~$70,066.~~through Asstrategic adistribution ~~result~~channels, ~~gross~~project ~~profit~~collaborations, ~~increased~~private ~~substantially~~labelling toand ~~$5,444~~licensing ~~from $1,058~~models. ~~This 415% improvement~~The ~~was~~Group ~~driven~~remains bycommitted ~~lower~~to ~~production~~strengthening ~~overhead~~traction ~~costs~~of ~~demonstrating~~EvoAir™ ~~improved~~and ~~cost~~driving ~~management~~adoption ~~even~~across ~~amid~~residential, ~~softer~~commercial ~~revenue~~and industrial sectors.

~~The~~We ~~cost~~remain ofconfident ~~revenue~~in ~~encompasses~~the ~~production~~long-term ~~costs~~prospects ~~and purchase~~ of ~~goods.~~EvoAir™ ~~The~~and ~~Company~~are ~~remains~~ focused on ~~further~~continuing ~~optimizing~~to ~~its~~innovate ~~cost structure~~ and ~~maintaining~~address ~~efficiencies~~challenges, aswith ita view ~~continues~~ to ~~scale~~establishing ~~its~~the ~~operations~~product ~~and~~as ~~expand~~a ~~its~~leading ~~product~~solution ~~offerings~~in the sustainable cooling market.

~~The~~Cost ~~Company~~of ~~remains~~revenue ~~focused on optimizing its cost structure~~ and ~~enhancing~~Gross operational efficiencies. As we continue to scale operations and expand our product offerings, we are positive that these efforts will improve gross margins and position the Company for profitability in the future.profit

~~Operating~~Cost ~~expenses~~of revenue increased to $116,751 from $8,505, in line with increased revenue activity. Consequently, gross profit declined to $6,823 from $28,801 in the prior period. This gross margin compression was driven by higher production and product costs associated with elevated sales volumes in the current quarter.

~~Operating~~The ~~expenses~~cost ~~decreased~~of byrevenue ~~$266,490,~~encompasses orproduction ~~21%,~~costs toand ~~$1,009,855~~purchase ~~from~~of ~~$1,276,345~~goods. The ~~reduction~~Company ~~was~~remains ~~primarily~~focused ~~due~~on tofurther ~~lower~~optimizing ~~general~~its ~~and~~cost ~~administrative~~structure ~~expenses, including decreased professional fees, compliance costs,~~ and ~~other~~maintaining ~~overheads.~~efficiencies ~~Selling and marketing expenses also declined modestly~~ as ~~the~~it ~~Company~~continues ~~continued~~ to ~~exercise~~scale ~~prudent~~its ~~cost~~operations ~~control~~and ~~while~~expand ~~supporting~~its ~~strategic~~product ~~initiatives~~offerings.

~~Key~~The ~~components~~Company ofremains ~~operating~~focused ~~expenses~~on ~~included~~optimizing ~~salaries~~its cost structure and ~~related~~enhancing ~~expenses,~~operational ~~commissions,~~efficiencies. ~~rental~~As ~~costs,~~we ~~patent~~continue ~~and~~to ~~trademark~~scale ~~application/renewal~~operations and ~~fees~~expand our product offerings, ~~professional~~we are positive that these efforts will improve gross margins and ~~compliance~~position ~~fees~~the Company for profitability in the future.

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

24Operating expenses |decreased ~~Page~~by $150,813, or 12%, to $1,086,651 from $1,237,464. The reduction was primarily due to lower general and administrative expenses, including decreased professional fees, compliance costs, and other overheads. Selling and marketing expenses also declined modestly as the Company continued to exercise prudent cost control while supporting strategic initiatives.

~~Other income~~25 | Page

~~Other~~Key ~~income~~components ~~for~~of ~~the~~operating ~~three~~expenses ~~months~~included ~~ended~~salaries ~~February~~and 28related expenses, ~~2026~~commissions, rental costs, patent and ~~2025~~trademark ~~were~~application/renewal fees, ~~not~~professional ~~material~~and compliance fees.

~~Loss~~The ~~from~~Company ~~operations~~remains ~~before~~focused ~~income~~on ~~taxes~~prudent cost management to maintain operational efficiency while supporting strategic initiatives for growth and value creation.

~~Loss~~Other ~~from operations improved by 21% to $1,004,411 from $1,275,287. After other~~ income~~, loss before income taxes improved by 21% to $1,004,278. The improvement was driven by higher gross profit and lower operating expenses, partially offset by lower other income.~~

~~While~~Other income ~~near-term~~for ~~revenue remains challenged, management is encouraged by~~ the ~~strong~~three ~~gross-profit~~months ~~improvement~~ended ~~and~~May ~~continued~~31, ~~operating-expense discipline. We remain focused on distribution expansion~~2026, ~~private labelling/licensing~~ and ~~broader~~2025 ~~adoption~~were ofnot ~~our eco-friendly HVAC solutions~~material.

~~Six~~Loss ~~Months~~from ~~Ended~~operations ~~February~~before ~~28,~~income ~~2026, versus Six Months Ended February 28, 2025~~taxes

	Six Months Ended February 28
	2026			2025			Changes			%
Revenue	$	88,039		$	123,053		$	(35,014	)		(28	)%
Cost of revenue		84,829			160,176			(75,347	)		(47	)%
Gross profit/(loss)		3,210			(37,123	)		40,333			109	%
Operating expenses		2,046,509			5,879,221			(3,832,712	)		(65	)%
Loss from operation		(2,043,299	)		(5,916,344	)		3,873,045			65	%
Other income		306			2,452			(2,146	)		(88	)%
Loss from operation before income taxes	$	(2,042,993	)	$	(5,913,892	)	$	3,870,899			65	%

Loss from operations improved by 11% to $1,079,828 from $1,208.663. After accounting for other income, the loss before income taxes improved by 21% to $1,078,217. The improvement was mainly due to lower operating expenses, partially offset by lower other income.

~~Revenue~~Management is encouraged by the strong revenue growth and continued operating-expense discipline in the third quarter. We remain focused on distribution expansion, private labelling/licensing and broader adoption of our eco-friendly HVAC solutions.

~~Revenue decreased~~Nine toMonths ~~$88,039~~Ended ~~from~~May ~~$123~~31,~~053,~~ ~~a reduction of 28%. The decline was primarily due to lower sales volumes of Ionic Nano Copper Zinc and related products~~2026, ~~which~~versus ~~was~~Nine ~~partially~~Months ~~offset~~Ended byMay ~~growth in EvoAir™ air-conditioner sales~~31, ~~we continue to expand reach via strategic distribution, project collaborations and private-labelling/licensing models, positioning the Group for future growth in the sustainable cooling market.~~2025

	Nine Months Ended May 31
	2026			2025			Changes			%
Revenue	$	211,613		$	160,359		$	51,254			32	%
Cost of revenue		201,580			168,681			32,899			20	%
Gross profit/(loss)		10,033			(8,322	)		18,355			221	%
Operating expenses		3,133,160			7,116,685			(3,983,525	)		(56	)%
Loss from operation		(3,123,127	)		(7,125,007	)		4,001,880			56	%
Other income		1,917			24,277			(22,360	)		(92	)%
Loss from operation before income taxes	$	(3,121,210	)	$	(7,100,730	)	$	3,979,520			56	%

~~Cost of revenue and Gross profit~~Revenue

~~Cost~~Revenue increased ofto ~~revenue~~$211,613 ~~decreased~~from ~~47% to~~ $84160,~~829.~~359, ~~Gross~~an ~~profit~~improvement ~~turned~~of ~~positive at~~32%. ~~$3,210~~The ~~compared~~increase ~~with~~was aprimarily ~~gross~~driven ~~loss~~by ofgrowth ~~$37~~in EvoAir™ air-conditioner sales,~~123~~ inas ~~the~~we ~~prior~~continue ~~period.~~to ~~This~~expand ~~109%~~reach ~~improvement~~via ~~was~~strategic ~~driven~~distribution, project bycollaborations ~~lower~~and ~~production~~private-labelling/licensing ~~overhead~~models, ~~costs~~positioning ~~demonstrating improved~~the ~~cost~~Group ~~management~~for ~~even~~future ~~amid~~growth ~~softer~~in ~~revenue~~the sustainable cooling market.

25We remain |confident ~~Page~~in the long-term prospects of EvoAir™ and are focused on continuing to innovate and address challenges, with a view to establishing the product as a leading solution in the sustainable cooling market.

~~The~~Cost ~~cost~~ of revenue ~~encompasses production costs~~ and ~~the~~Gross ~~purchase of goods. The Company remains focused on further optimizing its cost structure and maintaining efficiencies as it continues to scale its operations and expand its product offerings.~~profit

~~The~~Cost ~~Company~~of ~~remains~~revenue ~~focused~~increased on20% ~~optimizing~~to ~~its~~$201,580 ~~cost~~from ~~structure~~$168,681, ~~and~~in ~~enhancing~~line ~~operational~~with ~~efficiencies~~higher revenue activity. AsGross weprofit ~~continue~~improved to ~~scale~~$10,033 ~~operations~~from ~~and~~a gross ~~expand~~loss ~~our~~of ~~product offerings~~$8,322 wein ~~are~~the ~~positive~~prior ~~that~~period, ~~these~~reflecting ~~efforts~~improved ~~will~~product ~~improve~~mix ~~gross margins~~ and ~~position~~cost ~~the~~efficiency ~~Company~~gains ~~for~~achieved ~~profitability in~~through ~~the~~operational ~~future.~~enhancements

~~Operating~~The ~~expenses~~cost of revenue encompasses production costs and the purchase of goods. The Company remains focused on further optimizing its cost structure and maintaining efficiencies as it continues to scale its operations and expand its product offerings.

~~Operating expenses~~26 ~~decreased~~| substantially by $3,832,712, or 65%, to $2,046,509 from $5,879,221. The reduction was driven primarily by lower general and administrative expenses, including reduced stock-based compensation, professional fees, and other overhead costs relative to the prior period. Selling and marketing expenses also declined as the Company maintained disciplined cost control while supporting key growth initiatives.Page

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

~~Other~~Operating ~~income~~expenses decreased substantially by $3,983,525, or 56%, to $3,133,160 from $7,116,685. The reduction was driven primarily by lower general and administrative expenses, including reduced stock-based compensation, professional fees, and other overhead costs relative to the prior period. Selling and marketing expenses also declined as the Company maintained disciplined cost control while supporting key growth initiatives.

~~Other~~Key ~~income~~components ~~for~~of ~~the~~operating ~~six~~expenses ~~months~~included ~~ended~~salaries ~~February~~and 28related expenses, ~~2026~~commissions, rental costs, patent and ~~2025~~trademark ~~was~~application/renewal fees, ~~not~~professional ~~material~~and compliance fees.

~~Loss from~~Other ~~operations improved 65% to $2,043,299 from $5,916,334. Loss before~~ income ~~taxes improved 65% to $2,042,993. The improvement was driven by higher gross profit and lower operating expenses~~

~~The~~Other income ~~continued~~for ~~net~~the ~~loss~~nine ~~reflects~~months ~~strategic~~ended ~~investments~~May in31, ~~infrastructure~~2026, and ~~the~~2025 ~~lack~~was ofnot ~~full economies of scale during the growth phase~~material. ~~Management is encouraged by gross-profit turnaround and substantial operating-expense reductions.~~

~~Although~~Loss ~~revenue~~from ~~remains~~operations ~~under~~before ~~pressure~~income in the near term due to slower-than-expected market traction for our eco-friendly HVAC products, management is encouraged by the meaningful progress in gross profitability and the substantial reduction in operating expenses. These positive trends demonstrate the effectiveness of our cost optimization efforts.taxes

WeLoss ~~remain~~from ~~committed~~operations toimproved ~~expanding~~56% ~~distribution~~to ~~channels~~$3,123,127 ~~advancing~~from ~~private labeling and licensing opportunities~~$7,125,007. ~~and~~Loss ~~increasing~~before ~~adoption of~~income ~~EvoAir™~~taxes ~~solutions~~improved ~~across~~56% ~~diverse~~to ~~market segments~~$3,121,210. ~~These~~The ~~strategic~~improvement ~~initiatives, combined with ongoing operational improvements,~~was ~~are~~driven ~~expected~~by tohigher ~~support~~gross aprofit ~~return to sustainable revenue growth~~ and ~~improved~~significantly ~~financial~~lower ~~performance~~operating ~~in future periods.~~expenses

26The continued |net ~~Page~~loss reflects ongoing strategic investments in the HVAC business infrastructure. Management is encouraged by the revenue growth achievement and substantial operating-expense reductions over the nine-month period.

~~Liquidity~~Revenue growth of 32% in the nine months ended May 31, 2026 reflects improving market traction for our eco-friendly HVAC products. Management is encouraged by the improvement in gross profitability and ~~Capital~~the ~~Resources~~substantial reduction in operating expenses. These positive trends demonstrate the effectiveness of our cost optimization efforts and channel expansion strategy.

~~Working~~We ~~Capital~~remain committed to expanding distribution channels, advancing private labeling and licensing opportunities, and increasing adoption of EvoAir™ solutions across diverse market segments. These strategic initiatives, combined with ongoing operational improvements, are expected to support a return to sustainable revenue growth and improved financial performance in future periods.

	As of February 28, 2026			As of August 31, 2025			Changes			%
Current assets	$	505,415		$	527,748		$	(22,333	)		(4	)%
Current liabilities		4,071,946			3,212,754			859,192			27	%
Working capital		(3,566,531	)		(2,685,006	)		(881,525	)		(33	)%

Liquidity and Capital Resources

AsWorking of February 28, 2026, current assets decreased by $22,333, or 4%, compared to August 31, 2025. The decline was primarily due to lower cash and cash equivalents, partially offset by increases in inventories and accounts receivable.Capital

Current liabilities increased by $859,192, or 27%, mainly due to a rise in amounts due to shareholders from $2,436,407 to $3,299,033. This increase reflects continued shareholder funding to support operations during the current growth phase.

	As of May 31, 2026			As of August 31, 2025			Changes			%
Current assets	$	440,734		$	527,748		$	(87,014	)		(17	)%
Current liabilities		4,413,744			3,212,754			1,200,990			37	%
Working capital		(3,973,010	)		(2,685,006	)		(1,288,004	)		(48	)%

As a ~~result,~~of ~~the~~May ~~Company’s~~31, ~~working~~2026, ~~capital~~current ~~deficit~~assets ~~widened~~decreased toby $387,~~566~~014,~~531~~ asor ~~of February 28~~17%, ~~2026,~~ compared to ~~$2,685,006 as of~~ August 31, 2025. The ~~larger~~decline ~~deficit~~was isprimarily ~~attributable~~due to ~~ongoing~~lower ~~operational~~cash ~~investments~~ and ~~revenue~~cash ~~challenges,~~equivalents ~~only~~and ~~partially~~accounts ~~mitigated by cost control measures.~~receivable

~~Cash Flows~~27 | Page

~~Six Months~~Current ~~Ended~~liabilities ~~February~~increased 28by $1,200,990, ~~2026~~or 37%, ~~versus~~mainly ~~Six~~due ~~Months~~to ~~Ended~~a ~~February~~rise in 28amounts due to shareholders from $2,436,407 ~~2025~~to $3,544,333. This increase reflects continued shareholder funding to support operations during the current growth phase.

	February 28, 2026			February 28, 2025			Changes			%
Net cash used in operating activities	$	(716,152	)	$	(738,395	)		22,243			(3	)%
Cash flows used in investing activity		(61,920	)		-			(61,920	)		(100	)%
Cash flows generated from financing activities		853,410			744,728			108,682			15	%
Net changes in cash		(75,338	)		(6,333	)		(69,005	)		(1,090	)%

As a result, the Company’s working capital deficit widened to $3,973,010 as of May 31, 2026, compared to $2,685,006 as of August 31, 2025. The larger deficit is attributable to ongoing operational investments, only partially mitigated by improved revenue performance and cost control measures.

Cash Flows ~~from Operating Activities~~

~~Net~~Nine Months ~~cash~~Ended ~~used~~May ~~in operating activities improved slightly to $716~~31,~~152~~ ~~in the period ended February 28,~~ 2026, ~~from~~versus ~~$738,395 in~~Nine ~~the~~Months ~~comparable~~Ended ~~period~~May ~~of 2025. The cash usage primarily reflects the net loss of $2~~31,~~042,993,~~ partially offset by non-cash adjustments, including amortization of $1,272,851 and depreciation of $75,590. Favorable working-capital movements provided a partial offset, including increases in accounts payable and accruals of $83,133 and other payables of $69,480.2025

Cash Flows from Investing Activities

	May 31, 2026			May 31, 2025			Changes			%
Net cash used in operating activities	$	(980,606	)	$	(900,095	)		(80,511	)		(9	)%
Cash flows used in investing activity		-			(5,902	)		5,902			100	%
Cash flows generated from financing activities		1,094,886			923,588			171,298			19	%
Net changes in cash		114,280			17,591			96,689			550	%

~~Net~~Cash ~~cash~~Flows ~~used~~from inOperating ~~investing activities was $61,920, related to the purchase of property, plant, and equipment. There were no investing cash flows in the comparable period of 2025.~~Activities

~~Cash~~Net cash used in operating activities increased to $980,606 in the nine ~~Flows~~months ended May 31, 2026, from ~~Financing~~$900,095 ~~Activities~~in the comparable period of 2025. The cash usage primarily reflects the net loss of $3,121,210, partially offset by non-cash adjustments, including amortization of $1,909,276 and depreciation of $93,738. Favorable working-capital movements provided a partial offset, including increases in accounts receivable of $21,833, deferred revenue of $14,924, and other payables of $66,650.

~~Net~~Cash Flows ~~cash generated~~ from ~~financing~~Investing activities was $853,410, primarily from amounts due to shareholders of $862,626. This was partially offset by payments on hire purchase obligations of $4,104 and payment of deferred offering costs of $5,112.Activities

~~Overall,~~There ~~cash~~were ~~and~~no ~~cash~~investing ~~equivalents~~activities ~~decreased~~in ~~from~~the ~~$93,329~~nine asmonths ofended ~~August~~May 31, ~~2025~~2026. toNet ~~$45,835~~cash asused ofin ~~February~~investing ~~28,~~activities ~~2026.~~was ~~The~~$5,902 ~~net~~in ~~decrease~~the ~~was also~~comparable ~~affected~~period byof ~~foreign~~2025, ~~currency~~related ~~translation~~to ~~adjustments~~the purchase of ~~$122~~property,~~832~~ plant, and equipment.

~~Seasonality~~Cash Flows from Financing Activities

~~The Company’s~~Net ~~business~~cash isgenerated ~~not~~from ~~subject~~financing activities was $1,094,886, primarily from amounts due to ~~seasonality~~shareholders of $1,107,926. This was partially offset by payments on hire purchase obligations of $4,852 and payment of deferred offering costs of $8,188.

~~Off-Balance~~Overall, cash and cash equivalents decreased from $93,329 as of August 31, ~~Sheet~~2025 ~~Arrangements~~to $35,811 as of May 31, 2026.

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

27The Company’s |business ~~Page~~is not subject to seasonality.

~~Critical~~Off-Balance ~~Accounting~~Sheet ~~Policies~~Arrangements

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

~~Our revenue~~28 ~~recognition~~| policy is in compliance with ASC 606, Revenue from Contracts with Customers that revenue is recognized when a customer obtains control of promised goods and is recognized in an amount that reflects the consideration that we expect to receive in exchange for those goods. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that we expect to receive in exchange for those goods.Page

WeCritical ~~apply~~Accounting ~~the following five-step model in order to determine this amount:~~Policies

(i) identification of the promised goods and services in the contract; (ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) Revenue recognition ~~of revenue when (or as) the Company satisfies each performance obligation.~~

WeOur ~~only~~revenue ~~apply~~recognition ~~the~~policy ~~five-step~~is ~~model~~in tocompliance ~~contracts~~with ~~when~~ASC it606, isRevenue ~~probable~~from ~~that~~Contracts wewith ~~will~~Customers ~~collect~~that ~~the~~revenue ~~consideration~~is werecognized ~~are~~when a ~~entitled~~customer toobtains incontrol ~~exchange for~~of ~~the~~promised goods orand ~~services~~is werecognized ~~transfer~~in toan ~~the~~amount ~~customer.~~that ~~Once~~reflects athe ~~contract~~consideration isthat ~~determined~~we expect to bereceive in ~~within~~exchange ~~the~~for ~~scope~~those ofgoods. ~~ASC~~In ~~606 at contract inception~~addition, we ~~review~~ the ~~contract~~standard torequires ~~determine~~disclosure ~~which~~of ~~performance~~the ~~obligations~~nature, weamount, ~~must~~timing, ~~deliver~~ and ~~which~~uncertainty of ~~these~~revenue and ~~performance~~cash ~~obligations~~flows ~~are~~arising ~~distinct. We~~from ~~recognize~~contracts aswith ~~revenue~~customers. ~~the~~The amount of ~~the~~revenue ~~transaction price~~ that is ~~allocated~~recorded toreflects the ~~respective~~consideration ~~performance~~that ~~obligation~~we ~~when the performance~~expect ~~obligation is satisfied or as it is satisfied. Generally, our performance obligations are transferred~~ to ~~customers~~receive ~~at a point~~ in ~~time, typically~~exchange ~~upon delivery~~ for ~~local~~those ~~sales and upon shipment of the products for export sale~~goods.

~~For~~We ~~all~~apply ~~reporting periods, we have not disclosed~~ the ~~value~~following offive-step ~~unsatisfied~~model ~~performance~~in ~~obligations~~order ~~for~~to ~~all~~determine ~~product~~this ~~revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.~~amount:

~~Estimates~~ (i) identification of the promised goods and ~~Assumptions~~services in the contract; (ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

~~The~~We ~~preparation~~only ofapply ~~financial~~the ~~statements~~five-step inmodel ~~conformity~~to ~~with~~contracts ~~U.S.~~when ~~GAAP~~it ~~requires~~is ~~the~~probable ~~Management~~that towe ~~make~~will ~~estimates~~collect ~~and~~the ~~assumptions~~consideration ~~that~~we ~~affect~~are entitled to in exchange for the ~~reported~~goods ~~amounts~~or ofservices ~~assets~~we ~~and~~transfer ~~liabilities~~to ~~and~~ the ~~disclosure~~customer. ofOnce ~~contingent~~a ~~assets~~contract ~~and~~is ~~liabilities~~determined atto be within the ~~date~~scope of ~~the~~ASC ~~financial~~606 ~~statements~~at contract inception, ~~and~~we review the ~~reported~~contract ~~amounts~~to ofdetermine ~~sales~~which performance obligations we must deliver and ~~expenses~~which ~~during~~of ~~the~~these ~~reporting~~performance ~~periods~~obligations are distinct. We ~~Key~~recognize ~~estimates~~as inrevenue the ~~accompanying~~amount ~~unaudited~~of ~~condensed~~the ~~consolidated financial~~transaction ~~statements~~price ~~include,~~that ~~inter-alia,~~is ~~revenue~~allocated ~~recognition,~~to ~~allowances~~the ~~for~~respective ~~doubtful~~performance ~~accounts~~obligation ~~and~~when ~~product~~the ~~returns, provisions~~performance ~~for~~obligation ~~obsolete~~is ~~inventory,~~satisfied ~~valuation~~or ofas ~~long-lived~~it ~~assets~~is ~~and~~satisfied. ~~rights~~Generally, ofour ~~use~~performance ~~(“ROU”)~~obligations ~~assets~~are ~~(including~~transferred ~~lease~~to ~~liabilities),~~customers ~~and~~at a point in time, ~~deferred~~typically ~~income~~upon ~~tax~~delivery ~~asset~~for ~~valuation~~local ~~allowances.~~sales ~~The~~and ~~actual~~upon ~~results~~shipment ~~could~~of ~~differ~~the ~~materially~~products ~~from~~for ~~these~~export ~~estimates~~sale.

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

~~The~~Estimates Company’s financial statements as of February 28, 2026 are 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.Assumptions

AsThe preparation of ~~February~~financial ~~28,~~statements ~~2026~~in ~~and~~conformity ~~August~~with ~~31,~~U.S. ~~2025,~~GAAP requires the ~~Company~~Management ~~had~~to anmake ~~accumulated~~estimates ~~deficit~~and assumptions that affect the reported amounts of ~~$55,945,881and~~assets ~~$54,028,719,~~and ~~respectively.~~liabilities ~~The~~and ~~Company~~the disclosure of contingent assets and liabilities at the date of the financial statements ~~incurred~~and athe ~~net~~reported ~~loss~~amounts of ~~$1,004,278~~sales and ~~$1,272,988~~expenses ~~for~~during the ~~three~~reporting ~~months~~periods. ~~ended~~Key ~~February~~estimates ~~28,~~in ~~2026~~the ~~and~~accompanying ~~2025~~unaudited condensed consolidated financial statements include, ~~respectively~~inter-alia, revenue recognition, allowances for doubtful accounts and $2product returns,~~042,993~~ provisions for ~~the~~obsolete ~~six~~inventory, ~~months~~valuation ~~ended~~of ~~February~~long-lived ~~28,~~assets ~~2026~~and ~~compared~~rights toof $5use (“ROU”) assets (including lease liabilities),~~913,892~~ ~~for~~and deferred ~~the~~income ~~six~~tax ~~months~~asset ~~ended~~valuation ~~February~~allowances. ~~28,~~The ~~2025~~actual results could differ materially from these estimates.

~~28 | Page~~Going Concern

ToThe ~~address~~Company’s ~~these~~financial ~~challenges~~statements ~~and~~as ~~ensure~~of May 31, 2026 are prepared using generally accepted accounting principles in the ~~Company’s~~United ~~long-term~~States of ~~viability,~~America ~~Management~~(“U.S. ~~has~~GAAP”) ~~developed~~applicable to a ~~strategic~~going ~~plan~~concern, ~~focused~~which oncontemplates the ~~continued~~ ~~development~~realization of assets and ~~expansion~~liquidation of ~~its~~liabilities in ~~HVAC~~the normal course of business. ~~Key~~The ~~initiatives~~Company ~~include:~~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 ~~Expansion~~May of31, ~~Product~~2026 ~~Offerings:~~and ~~Broadening~~August 31, 2025, the ~~range~~Company ofhad ~~HVAC~~an ~~products~~accumulated todeficit ~~meet~~of ~~diverse~~$56,959,317 ~~market~~and ~~needs~~$54,028,719, respectively. ●The ~~Geographical~~Company incurred ~~Expansion:~~a ~~Penetrating~~net ~~new~~loss ~~markets~~of to$1,078,217 ~~drive~~and ~~revenue~~$1,186,838 ~~growth.~~for ●the ~~Revenue~~three ~~Diversification:~~months ~~Expanding~~ended ~~customer~~May ~~segments~~31, ~~across~~2026 ~~retail,~~and ~~commercial~~2025, ~~industrial~~respectively, and ~~project-based clients~~$3,121,210 asfor ~~well~~the nine asmonths ~~private~~ended ~~label~~May ~~and~~31, ~~licensing~~2026 ~~opportunities.~~compared ●to ~~Improved~~$7,100,730 ~~Profitability:~~for ~~Achieving~~the ~~economies~~nine ofmonths ~~scale~~ended ~~through~~May ~~operational~~31, ~~efficiencies and growth~~2025.

~~Additionally, the~~29 ~~Company~~| is actively pursuing plans to raise additional funding to support operations and business expansion. This includes preparations to uplist on the Nasdaq Capital Market, which is expected to enhance access to capital and further strengthen the Company’s financial position.Page

~~The~~To ~~consolidated~~address ~~financials~~these ~~have~~challenges ~~been~~and ~~prepared~~ensure ~~assuming that~~ the Company’s ~~will~~long-term ~~continue~~viability, asManagement ahas ~~going~~developed ~~concern~~a ~~and~~strategic ~~accordingly~~plan ~~financial~~focused ~~statements do~~on ~~not include any adjustments related to~~ the continued ~~recoverability~~development and ~~classification~~expansion of ~~assets~~its orHVAC ~~the~~business. ~~amounts~~Key ~~and~~initiatives ~~classification of liabilities that might be necessary should the Company be unable to continue as a going concern.~~include:

~~Material Commitments~~● Expansion of Product Offerings: Broadening the range of HVAC products to meet diverse market needs. ● Geographical Expansion: Penetrating new markets to drive revenue growth. ● Revenue Diversification: Expanding customer segments across retail, commercial, industrial, and project-based clients, as well as private label and licensing opportunities. ● Improved Profitability: Achieving economies of scale through operational efficiencies and growth.

WeAdditionally, ~~have~~the noCompany ~~material~~is ~~commitments~~actively aspursuing ofplans ~~February~~to 28raise additional funding to support operations and business expansion. This includes preparations to uplist on the Nasdaq Capital Market, ~~2026~~which is expected to enhance access to capital and further strengthen the Company’s financial position.

~~Recent~~The ~~Accounting~~consolidated ~~Pronouncements~~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.

~~In November~~Material 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, by introducing key amendments to enhance disclosures in public entities’ reportable segments. Notable changes include the mandatory disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), disclosure of other segment items, and requirements for consistency in reporting measures used by the CODM. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Accordingly, the Company adopted the provisions of ASU 2023-07 as of January 31, 2025. The adoption of the new standard had no impact on the Company’s financial position, results of operations or cash flows on the date of transition.Commitments

InWe December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which introduces more detailed requirements for annual disclosures for income taxes. The ASU requires public business entities to present specific categories in the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 also requires all entities to disclose the amounts of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign jurisdiction. The ASU is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the effects, if any, that the adoption of ASU 2023-09 may have onno ~~its~~material ~~financial~~commitments ~~position,~~as ~~results~~ of ~~operations,~~May ~~cash flows~~31, ~~or disclosures~~2026.

InRecent ~~November~~Accounting 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose specific information about certain costs and expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effects, if any, that the adoption of ASU 2024-03 may have on its financial position, results of operations, cash flows, or disclosures.Pronouncements

In November ~~September 2025~~2023, the Financial Accounting Standards Board (the “FASB”) issued ~~ASU~~Accounting ~~2025-06-Intangibles-Goodwill and~~Standards ~~Other~~Update (“ASU”) 2023-~~Internal-Use~~07, ~~Software~~Segment Reporting (~~Subtopic~~Topic ~~350-40~~280): ~~Targeted~~ Improvements to ~~the~~Reportable ~~Accounting~~Segment ~~for~~Disclosures, ~~Internal-Use~~by ~~Software~~introducing ~~(ASU~~key ~~2025-06),~~amendments ~~which is~~to ~~intended~~enhance todisclosures in ~~simplify~~public ~~the~~entities’ ~~capitalization~~reportable ~~guidance~~segments. ~~for~~Notable ~~internal-use~~changes ~~software~~include bythe ~~removing~~mandatory ~~references~~disclosure toof ~~project~~significant ~~stages~~segment ~~and~~expenses ~~clarifying~~regularly ~~when~~provided to the ~~capitalizing~~chief operating decision maker (“CODM”), disclosure of ~~eligible~~other ~~costs~~segment isitems, ~~required~~and requirements for consistency in reporting measures used by the CODM. ~~ASU~~The ~~2025-06~~amendments isin this update are effective for ~~annual~~fiscal ~~periods~~years beginning after December 15, ~~2027~~2023, ~~and~~ and interim periods within ~~those~~ fiscal years. ~~Early~~beginning ~~adoption~~after isDecember ~~permitted~~15, 2024. ~~The~~Accordingly, the Company isadopted in the ~~process~~provisions of ~~evaluating~~ASU 2023-07 as of January 31, 2025. The adoption of the new standard had no impact on the Company’s financial position, results of ~~this~~operations ~~new~~or ~~guidance~~cash flows on ~~its~~the ~~disclosures~~date of transition.

~~There~~In ~~are~~December no2023, ~~other~~the ~~recently~~FASB issued ~~accounting~~ASU ~~pronouncements~~2023-09, ~~that~~Income ~~have~~Taxes ~~not~~(Topic ~~yet~~740): ~~been~~Improvements ~~adopted~~to Income Tax Disclosures, which introduces more detailed requirements for annual disclosures for income taxes. The ASU requires public business entities to present specific categories in the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 also requires all entities to disclose the amounts of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign jurisdiction. The ASU is effective for fiscal years beginning after December 15, 2024. The Company ~~considers~~is ~~material~~currently toevaluating the effects, if any, that the adoption of ASU 2023-09 may have on its ~~consolidated~~ financial ~~statements~~position, results of operations, cash flows, or disclosures.

29In November |2024, ~~Page~~the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose specific information about certain costs and expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effects, if any, that the adoption of ASU 2024-03 may have on its financial position, results of operations, cash flows, or disclosures.

~~ITEM~~In 3September 2025, the FASB issued ASU 2025-06-Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which is intended to simplify the capitalization guidance for internal-use software by removing references to project stages and clarifying when the capitalizing of eligible costs is required. ~~QUANTITATIVE~~ASU ~~AND~~2025-06 ~~QUALITATIVE~~is effective ~~DISCLOSURES~~for ~~ABOUT~~annual ~~MARKET~~periods ~~RISK~~beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its disclosures.

AsThere aare ~~“smaller~~no ~~reporting~~other ~~company”~~recently asissued ~~defined~~accounting bypronouncements ~~Item~~that 10have ofnot ~~Regulation~~yet ~~S-K,~~been adopted that the Company isconsiders ~~not~~material ~~required~~ to ~~provide~~its ~~information~~consolidated ~~required~~financial ~~by this Item~~statements.

~~ITEM 4.~~30 ~~CONTROLS~~| ~~AND PROCEDURES~~Page

~~Disclosure~~ITEM ~~Controls~~ 3. ~~and~~QUANTITATIVE ~~Procedures~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~Our~~As ~~Management is responsible for establishing and maintaining~~ a ~~system~~“smaller ofreporting ~~disclosure~~company” ~~controls and procedures (~~as defined ~~in Rule 13a-14(a)(e) and 15d-14(a) under the Exchange Act) that is designed to ensure that information required to be disclosed~~ by usItem in10 ~~the~~of ~~reports~~Regulation ~~that we~~S-K, ~~file or submit under~~ the ~~Exchange~~Company ~~Act~~ is ~~recorded,~~not ~~processed,~~required ~~summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed~~ to ~~ensure~~provide ~~that~~ information required ~~to be disclosed~~ by anthis issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s Management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosureItem.

AnITEM evaluation was conducted under the supervision and with the participation of our Management of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, 20264. ~~Based~~CONTROLS onAND our Management’s evaluation under the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, our Management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.PROCEDURES

ADisclosure ~~material~~Controls ~~weakness~~and is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the assessment described above, Management identified the following control deficiencies that represent material weaknesses as at February 28, 2026:Procedures

■Our Management ~~Due~~is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-14(a)(e) and 15d-14(a) under the Exchange Act) that is designed to ~~our~~ensure ~~limited~~that ~~resources,~~information required to be disclosed by us in the reports that we dofile ~~not~~or ~~have~~submit ~~enough~~under ~~accounting~~the ~~personnel~~Exchange ~~with~~Act ~~extensive~~is ~~experience~~recorded, processed, summarized and reported, within the time periods specified in ~~maintaining~~the ~~books~~Commission’s rules and ~~records~~forms. Disclosure controls and ~~preparing~~procedures ~~financial~~include, ~~statements~~without inlimitation, ~~accordance~~controls ~~with~~and ~~U.S.~~procedures ~~GAAP~~designed ~~which~~to ~~could~~ensure ~~lead~~that information required to ~~untimely~~be ~~identification~~disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and ~~resolution~~communicated to ofthe ~~accounting~~issuer’s ~~matters~~Management, ~~inherent~~including inits ~~our~~principal executive officer or officers and principal financial ~~transactions~~officer inor ~~accordance~~officers, or ~~with~~persons ~~U.S.~~performing ~~GAAP~~similar functions, as appropriate to allow timely decisions regarding required disclosure.

■An evaluation ~~The~~was ~~Company~~conducted ~~has~~under ~~insufficient~~the ~~written~~supervision ~~policies~~and with the participation of our Management of the effectiveness of the design and operation ~~procedures~~of ~~for~~our ~~accounting~~disclosure controls and ~~financial~~procedures ~~reporting~~as of November 30, ~~which~~2024. ~~led~~Based on our Management’s evaluation under the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, our Management concluded that our disclosure controls and procedures were not effective as of such date to ~~inadequate~~ensure ~~financial~~that information ~~statement~~required ~~closing~~to ~~process~~be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

■A material ~~The~~weakness ~~Company~~is ~~has~~ a ~~lack~~control ofdeficiency, ~~segregation~~or combination of ~~duties~~control deficiencies, such that there is a ~~lack~~reasonable possibility that a material misstatement of ~~audit~~the ~~committee~~annual or ~~independent~~interim ~~governance/oversight~~financial statements will not be prevented or detected on a timely basis. In connection with the assessment described above, Management identified the following control deficiencies that represent material weaknesses as at November 30, 2024:

~~The Company~~■ ~~has~~Due ~~initiated~~ to ~~implement~~our ~~measures~~limited resources, we do not have enough accounting personnel with extensive experience in maintaining books and records and preparing financial statements in accordance with U.S. GAAP which could lead to ~~strengthen~~untimely ~~its~~identification ~~internal~~and ~~control~~resolution ~~framework,~~of ~~including:~~accounting matters inherent in our financial transactions in accordance with U.S. GAAP.

■ The Company has ~~engaged~~insufficient ~~experienced~~written ~~U.S.~~policies ~~GAAP~~and ~~consultants~~procedures tofor ~~assist with technical~~ accounting ~~matters, SEC reporting requirements,~~ and ~~the review of~~ financial ~~statements. In addition~~reporting, ~~management~~which isled enhancing the technical capabilities of the Accounting and Finance Team through targeted U.S. GAAP training, professional development programs, and knowledge-sharing initiatives. The Company is also in the process of recruiting qualified accounting and finance personnel with relevant experience to ~~strengthen~~inadequate financial ~~reporting~~statement ~~and~~closing ~~compliance capabilities~~process.

■ The Company ishas ~~developing~~ a ~~comprehensive~~lack ~~accounting~~of ~~and~~segregation ~~financial~~of ~~reporting policy and procedure manual. This manual is intended to document financial statement preparation~~duties, ~~review,~~a ~~approval,~~lack and reporting processes. Management is also enhancing internal control activities over the financial statement close process and providing training to ensure appropriate implementation and consistent application of ~~the~~ ~~policies.~~audit ~~The~~committee ~~manual~~or ~~will~~independent ~~be reviewed and updated periodically to reflect changes in applicable accounting standards, regulatory requirements, and internal practices~~governance/oversight.

The Company ~~plans~~has toinitiated ~~establish an Audit Committee, Compensation Committee, and Nomination Committee upon uplisting~~ to ~~enhance~~implement ~~corporate~~measures ~~governance and oversight. Management is reviewing and clarifying roles and responsibilities within the finance function and implementing an authorization matrix~~ to ~~improve~~strengthen ~~segregation~~its ~~of duties over financial transactions. The Company also plans to recruit additional qualified personnel and is considering establishing an~~ internal ~~audit~~control ~~function~~framework, ~~either internally or through outsourcing, to strengthen monitoring controls.~~ including:

~~Changes~~The Company has engaged experienced U.S. GAAP consultants to assist with technical accounting matters, SEC reporting requirements, and the review of financial statements. In addition, management is enhancing the technical capabilities of the Accounting and Finance Team through targeted U.S. GAAP training, professional development programs, and knowledge-sharing initiatives. The Company is also in ~~Internal~~the ~~Controls~~process of ~~over~~recruiting ~~Financial~~qualified ~~Reporting~~accounting and finance personnel with relevant experience to strengthen financial reporting and compliance capabilities.

~~There~~The ~~have~~Company ~~been~~is nodeveloping ~~changes~~a incomprehensive ~~the~~accounting ~~Company’s~~and financial reporting policy and procedure manual. This manual is intended to document financial statement preparation, review, approval, and reporting processes. Management is also enhancing internal control activities over the financial ~~reporting~~statement ~~during~~close ~~the~~process ~~three~~and ~~months~~providing ~~period~~training ~~covered~~to byensure ~~this~~appropriate implementation and consistent application of ~~Quarterly~~the ~~Report~~policies. ~~that~~The ~~have~~manual ~~materially~~will ~~affected~~be orreviewed ~~are~~and ~~reasonably~~updated ~~likely~~periodically to ~~materially~~reflect ~~affect~~changes ~~the~~in ~~Company’s~~applicable ~~internal~~accounting ~~control~~standards, ~~over~~regulatory ~~financial~~requirements, ~~reporting~~and internal practices.

30The Company |plans ~~Page~~to establish an Audit Committee, Compensation Committee, and Nomination Committee upon uplisting to enhance corporate governance and oversight. Management is reviewing and clarifying roles and responsibilities within the finance function and implementing an authorization matrix to improve segregation of duties over financial transactions. The Company also plans to recruit additional qualified personnel and is considering establishing an internal audit function, either internally or through outsourcing, to strengthen monitoring controls.

~~PART~~Changes ~~II.~~in ~~OTHER~~Internal ~~INFORMATION~~Controls over Financial Reporting

~~ITEM~~There 1.have ~~LEGAL~~been ~~PROCEEDINGS~~no changes in the Company’s internal control over financial reporting during the three months period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

We31 ~~are~~| not currently subject to any legal proceedings, and to the best of our knowledge, no such proceeding is threatened, the results of which would have a material impact on the Company’s properties, results of operations, or financial condition. Nor, to the best of our knowledge, are any of the Company’s officers or directors involved in any legal proceedings in which we are an adverse party.Page

~~ITEM~~PART 2II. ~~UNREGISTERED~~OTHER ~~SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~INFORMATION

~~The~~ITEM ~~Management~~1. isLEGAL ~~not aware of any unregistered sales of equity securities or use of proceeds.~~PROCEEDINGS

~~ITEM~~We are not currently subject to any legal proceedings, and to the best 3of our knowledge, no such proceeding is threatened, the results of which would have a material impact on the Company’s properties, results of operations, or financial condition. ~~DEFAULTS~~Nor, ~~UPON~~to ~~SENIOR~~the ~~SECURITIES~~best of our knowledge, are any of the Company’s officers or directors involved in any legal proceedings in which we are an adverse party.

NoITEM ~~senior~~2. ~~securities~~UNREGISTERED ~~were~~SALES ~~issued~~OF ~~and~~EQUITY ~~outstanding~~SECURITIES ~~during~~AND ~~the~~USE ~~three-month~~OF ~~period ended February 28, 2026~~PROCEEDS

~~ITEM~~The 4.Management ~~MINE~~is ~~SAFETY~~not ~~DISCLOSURES~~aware of any unregistered sales of equity securities and use of proceeds.

~~Not~~ITEM ~~applicable~~3. toDEFAULTS ~~our~~UPON ~~Company.~~SENIOR SECURITIES

~~ITEM~~No 5.senior ~~OTHER~~securities ~~INFORMATION~~were issued and outstanding for the period ended May 31, 2026.

~~None~~ITEM 4. MINE SAFETY DISCLOSURES

31Not applicable |to ~~Page~~our Company.

ITEM 65. ~~EXHIBITS~~OTHER INFORMATION

~~Exhibits:~~None.

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

*PreviouslyITEM ~~filed~~6. EXHIBITS

~~32 | Page~~Exhibits:

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

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

	EvoAir Holdings Inc.
Dated: April 10, 2026	By:	/s/ Low Wai Koon
		Low Wai Koon Chairman and Chief Executive Officer
Dated: April 10, 2026	By:	/s/ Ong Bee Chen
		Ong Bee Chen Chief Financial Officer

33 | Page

~~33 | Page~~SIGNATURES

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

	EvoAir Holdings Inc.

Dated: July 10, 2026	By:	/s/ Low Wai Koon
		Low Wai Koon Chairman and Chief Executive Officer

Dated: July 10, 2026	By:	/s/ Ong Bee Chen
		Ong Bee Chen Chief Financial Officer

34 | Page

Filing Compare · EvoAir Holdings Inc.