Core Insights - ATIF Holdings Limited has entered into a listing advisory services agreement with two U.S.-based technology companies, expecting to receive 2% equity in shares from each as a service fee [1] - The company will provide IPO advisory services and lead the IPO process, engaging third parties for various services including audit, valuation, and investor relations [1] Company Overview - ATIF Holdings Limited is a business consulting company based in Lake Forest, specializing in IPO, M&A advisory, and post-IPO compliance services for small and medium-sized companies aiming to go public in the U.S. [3] - The company has a proven track record in delivering comprehensive U.S. IPO consulting services, primarily to clients in the U.S. but also internationally [3] - ATIF aims to simplify the complex process of going public while ensuring optimal outcomes for its clients through its comprehensive consulting services [3] - The company has received the "Golden Bauhinia Award," recognizing it as one of the "Top 10 Best Listed Companies" in the financial and securities industry in Hong Kong [3]

Financial Performance - Revenues for the three months ended April 30, 2024, were $350,000, a significant increase from $200,000 in the same period of 2023, marking a 75% growth[14] - Net loss for the three months ended April 30, 2024, was $(807,588), compared to a net loss of $(335,770) for the same period in 2023, indicating a decline in profitability[14] - For the nine months ended April 30, 2024, the company reported a net loss of approximately $1.8 million compared to a net income of approximately $0.4 million for the same period in 2023[28] - The company reported a basic and diluted loss per share of $(0.08) for the three months ended April 30, 2024, compared to $(0.03) for the same period in 2023[14] Assets and Liabilities - Total current assets increased to $3,189,487 as of April 30, 2024, compared to $2,542,780 as of July 31, 2023, representing a growth of approximately 25.5%[12] - Total liabilities decreased to $228,860 as of April 30, 2024, from $2,229,217 as of July 31, 2023, reflecting a reduction of approximately 89.8%[12] - Cash and cash equivalents rose to $2,116,156 as of April 30, 2024, up from $606,022 as of July 31, 2023, showing an increase of about 249.5%[12] - As of April 30, 2024, the company had cash of approximately $2.1 million and current liabilities of approximately $0.2 million, indicating that current assets could cover current liabilities[29] Operating Expenses - Operating expenses for the three months ended April 30, 2024, totaled $(721,282), compared to $(701,934) for the same period in 2023, representing an increase of approximately 2.8%[14] - The company experienced operating cash outflows of $84,188 for the nine months ended April 30, 2024, compared to approximately $1.4 million for the same period in 2023[28] - The company reported a net cash used in operating activities of $84,188 for the nine months ended April 30, 2024, a significant improvement from $1,361,108 in the same period of 2023[20] Equity and Share Issuance - Total stockholders' equity increased to $3,104,589 as of April 30, 2024, from $1,539,353 as of July 31, 2023, reflecting a growth of approximately 102.5%[12] - The company issued 1,905,522 ordinary shares during the period to settle payroll payable, contributing to the increase in total shares outstanding[16] - The company issued 384,478 ordinary shares to settle accrued payroll expenses of $349,875, with a fair value of $0.91 per share on April 30, 2024[83] Tax and Legal Matters - For the nine months ended April 30, 2024, the Company did not incur income tax expenses, compared to $575,056 in income tax expenses for the same period in 2023[97] - The Company has established a 100% valuation allowance against deferred tax assets due to uncertainty in their realization[99] - The Company is involved in a legal proceeding with Boustead Securities, LLC, which alleges breach of contract and seeks compensation related to a transaction with LGC[105] - J.P Morgan Securities LLC has filed a lawsuit against the Company claiming $5,064,160 in damages related to a stock transaction[110] Customer Concentration - For the three months ended April 30, 2024, one customer accounted for 100% of the Company's consolidated revenue, while for the nine months, two customers accounted for 71% and 17% of the revenue, respectively[60] - The Company’s revenue is primarily generated from consulting services related to going public, with significant reliance on a few customers[61] Future Outlook and Risks - The company anticipates future performance will be subject to various risks and uncertainties, which may impact actual results compared to forward-looking statements[8] - The company anticipates needing to raise additional capital to fund its operations, indicating uncertainty about its ability to continue as a going concern[30]

Company Overview - Armlogi Holding Corp. is a California-based provider of warehousing and logistics services, focusing on supply chain solutions related to warehouse management and order fulfillment [3] - The company operates 10 warehouses covering approximately 1,800,000 square feet, offering comprehensive one-stop warehousing and logistics services, particularly for cross-border e-commerce merchants [3] IPO Details - Armlogi is conducting an initial public offering (IPO) of 1,600,000 shares at an open offer price of $5.00 per share, aiming to raise $8,000,000 [1] - The IPO is expected to close on or about May 15, 2024, and marks the company's official trading debut on the NASDAQ [1] Leadership Insights - Jun Liu, President and CEO of ATIF, expressed excitement about Armlogi's Nasdaq listing, highlighting it as a recognition of the company's past achievements and a new starting point for future growth [2]

Financial Performance - Revenues for January 2024 were $150,000, compared to $1,900,000 in January 2023, representing a decrease of about 92.1%[14] - Net loss for January 2024 was $407,638, compared to a net income of $810,981 in January 2023, indicating a significant turnaround in performance[14] - For the six months ended January 31, 2024, the company reported a net loss of approximately $1.0 million, compared to a net income of approximately $0.7 million for the same period in 2023[27] - The company reported a net loss of $1,033,101 for the three months ended January 31, 2024, compared to a net income of $698,466 for the same period in 2023[18] - The company anticipates needing to raise additional capital immediately to continue funding its operations due to ongoing losses and working capital deficit[29] Assets and Liabilities - Total current assets decreased from $2,542,780 to $1,619,991, a decline of approximately 36.3%[12] - Total liabilities decreased from $2,229,217 to $1,982,467, a reduction of approximately 11.1%[12] - Cash and cash equivalents dropped from $606,022 to $139,152, a decline of approximately 77%[12] - Total equity decreased from $1,539,353 to $506,252, a decline of approximately 67%[12] - As of January 31, 2024, the company had cash of approximately $0.1 million and current liabilities of approximately $1.5 million, with about $0.7 million due to related parties[28] Operating Expenses - Operating expenses increased to $1,354,295 in January 2024 from $1,134,008 in January 2023, an increase of about 19.4%[14] - The company experienced a net cash used in operating activities of $17,413 for the six months ended January 31, 2024, compared to approximately $0.8 million for the same period in 2023[27] - The company reported depreciation and amortization expenses of $59,338 for the three months ended January 31, 2024[18] - Rent expense for the three months ended January 31, 2024, was $120,692, a slight decrease from $130,169 for the same period in 2023[70] Revenue Recognition and Customer Concentration - The Company recognizes revenue from consulting services ratably over the estimated completion period for Phase I and Phase II services, while Phase III revenue is recognized upon completion of the transaction[51] - For the three months ended January 31, 2024, one customer accounted for 100% of the Company's consolidated revenue, while for the same period in 2023, three customers accounted for 34%, 34%, and 32% of the revenue[59] - For the six months ended January 31, 2024, four customers accounted for 40%, 33%, 17%, and 10% of the Company's consolidated revenue, compared to 30%, 30%, 27%, and 14% for the same period in 2023[59] - The Company plans to transition its consulting services from PRC-based customers to more international customers to mitigate concentration risk[60] Tax and Deferred Tax Assets - The Company has established a 100% valuation allowance against deferred tax assets due to uncertainty in realization, primarily from net operating losses (NOL) as of January 31, 2024[95] - The Company follows ASC 740 for income taxes, recognizing deferred tax assets and liabilities based on enacted tax laws and statutory tax rates[94] - The Company periodically evaluates the likelihood of realization of deferred tax assets based on factors such as cumulative earnings experience and future income expectations[95] - The Company has not recognized any uncertain tax positions or liabilities as of January 31, 2024, and all income tax returns for the years ended December 31, 2019, through December 31, 2023, remain open for examination[55] Legal Proceedings - The Company is involved in a pending legal proceeding with Boustead Securities, LLC, regarding a breach of contract claim related to a 51.2% equity interest acquisition in LGC[100] - Boustead's lawsuit seeks recovery of an amount equal to a percentage of the value of the transaction conducted with LGC, alleging breach of contract and other claims[100] - The Company is also facing a lawsuit from J.P. Morgan Securities LLC, claiming $5,064,160 in damages related to a stock transaction by ATIF-1 GP, LLC[106] - Management believes the Company will not be liable for the claim from J.P. Morgan Securities LLC, as it sold ATIF-1 GP, LLC in August 2022[106] - Mediation for the dispute with J.P. Morgan Securities LLC is scheduled for May 6, 2024[106] Other Financial Metrics - The accumulated deficit increased from $(27,666,624) to $(28,699,725), reflecting a worsening financial position[12] - The company had accounts receivable of approximately $0.5 million and short-term investments of approximately $0.5 million as of January 31, 2024[28] - The total prepaid expenses and other current assets decreased from $429,570 as of July 31, 2023, to $300,724 as of January 31, 2024[63] - The total operating lease liabilities decreased to $818,107 as of January 31, 2024, from $1,104,909 as of July 31, 2023[73] - Accrued payroll expenses increased to $361,699 as of January 31, 2024, compared to $212,953 as of July 31, 2023[79]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to _____________ Commission File Number: 001-38876 ATIF HOLDINGS LIMITED (Exact Name of Registrant as Specified in Its Charter) British Virgin Islands Not App ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38876 ATIF Holdings Limited (Exact name of registrant as specified in its charter) British Virgin Islands Not Applicable (State or Other Jurisdiction of (I.R.S. Employer Incorporatio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol Name of exchange on which registered Ordinary Shares ATIF The Nasdaq Stock Market FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to _____________ Commission File Number: 00 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol Name of exchange on which registered Ordinary Shares ATIF The Nasdaq Stock Market FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to _____________ Commission File Number: ...

[PART I-FINANCIAL INFORMATION](index=5&type=section&id=PART%20I-FINANCIAL%20INFORMATION) [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Unaudited condensed consolidated financial statements for the three months ended October 31, 2022, show a reduced net loss, positive operating cash flow, and a going concern assessment based on expected receivables Condensed Consolidated Balance Sheet Highlights | Metric | Oct 31, 2022 ($) | July 31, 2022 ($) | | :--- | :--- | :--- | | Total Assets | $8,561,916 | $8,136,955 | | Total Liabilities | $4,252,779 | $3,784,348 | | Total Equity | $4,309,137 | $4,721,652 | Condensed Consolidated Statement of Operations (Three Months Ended Oct 31) | Metric | 2022 ($) | 2021 ($) | | :--- | :--- | :--- | | Revenues | $300,000 | $516,475 | | Loss from operations | ($267,896) | ($586,793) | | Net Loss | ($112,515) | ($899,525) | | Loss Per Share | ($0.01) | ($0.12) | Condensed Consolidated Statement of Cash Flows (Three Months Ended Oct 31) | Metric | 2022 ($) | 2021 ($) | | :--- | :--- | :--- | | Net cash from operating activities | $363,709 | ($153,135) | | Net cash from investing activities | ($242,837) | $433,770 | | Cash, end of period | $1,871,009 | $5,957,136 | - The company's management believes it can continue as a going concern for the next 12 months, despite having cash of **$1.9 million** and current liabilities of **$3.3 million**, based on expected collection of **$2.5 million** in consulting fees and a **$2.7 million** receivable from the disposal of LGC[33](index=33&type=chunk) - For the three months ended October 31, 2022, one customer accounted for **100%** of the company's consolidated revenue and **100%** of its accounts receivable from third parties[65](index=65&type=chunk) [Management's Discussion And Analysis Of Financial Condition And Results Of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20And%20Analysis%20Of%20Financial%20Condition%20And%20Results%20Of%20Operations) Management discusses the company's strategic shift to North American going-public consulting services, highlighting a 42% revenue decrease but an 87% net loss reduction due to lower expenses, and asserts sufficient liquidity based on expected receivable collections - The company has shifted its geographic focus from China to North America, aiming to help small and mid-sized companies in North America go public on U.S. capital markets[121](index=121&type=chunk) Comparison of Operations (Three Months Ended Oct 31, 2022 vs 2021) | Metric | 2022 ($) | 2021 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenues | $300,000 | $516,475 | ($216,475) | (42)% | | Selling expenses | $5,000 | $225,113 | ($220,113) | (98)% | | General & admin expenses | $562,896 | $878,155 | ($315,259) | (36)% | | Net loss | ($112,515) | ($899,525) | $787,010 | (87)% | - The decrease in selling expenses was primarily due to a **$0.2 million** reduction in consulting service fees, as the company did not engage outsourced professionals for due diligence work during the quarter[131](index=131&type=chunk) - As of October 31, 2022, the company had cash of **$1.9 million** and current liabilities of **$3.3 million**, with management asserting its ability to continue as a going concern based on expected collection of **$2.5 million** in service fees and a **$2.7 million** receivable due in early 2023[144](index=144&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, ATIF is not required to provide quantitative and qualitative disclosures about market risk[160](index=160&type=chunk) [Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of October 31, 2022, due to material weaknesses including insufficient U.S. GAAP expertise and lack of formal internal controls, with remediation plans underway - Management concluded that as of October 31, 2022, the company's disclosure controls and procedures were not effective[161](index=161&type=chunk) - Material weaknesses identified include: insufficient personnel with U.S. GAAP knowledge, lack of an internal audit function, insufficient risk assessment per the COSO 2013 framework, and a lack of documented financial closing policies[161](index=161&type=chunk)[163](index=163&type=chunk) - Remediation plans involve hiring more qualified accounting personnel, implementing U.S. GAAP training, and establishing an internal audit function with standardized procedures before July 2023[161](index=161&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) [PART II-OTHER INFORMATION](index=38&type=section&id=PART%20II-OTHER%20INFORMATION) [Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a pending breach of contract lawsuit filed by Boustead Securities, LLC, related to the acquisition of LGC, with management deeming the outcome currently unpredictable - The company is involved in a lawsuit with Boustead Securities, LLC, which alleges that ATIF's acquisition of a **51.2%** interest in LGC in April 2020 breached an exclusive underwriting agreement[169](index=169&type=chunk)[170](index=170&type=chunk) - Boustead's claims have been amended, with the current complaint alleging only breach of contract, and while the company's motion to dismiss was denied, a subsequent motion to compel arbitration is pending[172](index=172&type=chunk)[173](index=173&type=chunk) - Management believes it is premature to predict the outcome of this pending litigation[173](index=173&type=chunk) [Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide risk factor disclosures in its quarterly report - As a smaller reporting company, ATIF is not required to provide risk factor disclosures in its quarterly report[175](index=175&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This item is not applicable for the reporting period - This item is not applicable[175](index=175&type=chunk) [Defaults Upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable for the reporting period - This item is not applicable[175](index=175&type=chunk) [Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - This item is not applicable[175](index=175&type=chunk) [Other Information](index=39&type=section&id=Item%205.%20Other%20Information) This item is not applicable for the reporting period - This item is not applicable[175](index=175&type=chunk) [Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL interactive data files - The filed exhibits include CEO and CFO certifications (Rule 13a-14(a) and Section 906) and XBRL interactive data files[177](index=177&type=chunk)