[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)

Revenue and Growth - Total revenue from consulting services increased to $1.6 million for the year ended July 31, 2022, compared to $0.9 million for the year ended July 31, 2021, representing a growth of approximately 78%[274] - Total revenue increased by $730,375, or 78%, from $936,935 in fiscal year 2021 to $1,667,310 in fiscal year 2022, primarily due to the completion of more phases of consulting services[283] - Revenue from related parties was $762,000, contributing significantly to the overall revenue growth[283] - The company anticipates limited revenue growth from consulting services due to tightened U.S. legislation affecting IPOs by small Chinese companies[285] Client Base and Market Strategy - The company provided consulting services to three customers in both fiscal years 2022 and 2021, indicating a stable client base despite external challenges[273] - The company plans to expand operations to other Asian countries, including Malaysia, Vietnam, and Singapore, to diversify its client base[272] - The company has entered into consulting agreements with five new customers since April 2022, four of which are based in North America, indicating a strategic focus on this market[273] Financial Performance - Gross profit for fiscal year 2022 was $1,007,310, an increase of $70,375, or 8%, compared to the previous year[283] - Selling expenses rose by $130,355, or 30%, from $439,174 in fiscal year 2021 to $569,529 in fiscal year 2022[287] - General and administrative expenses decreased by $268,314, or 9%, from $2,919,675 in fiscal year 2021 to $2,651,361 in fiscal year 2022[288] - The net loss for fiscal year 2022 was $3,371,099, a decrease of $5,629,149, or 63%, from a net loss of $9,000,248 in fiscal year 2021[293] Investment and Cash Flow - The establishment of ATIF-1, LP as a private equity fund managed approximately $1.3 million in assets under management as of July 31, 2022, down from $4.8 million in 2021[266] - Net cash used in operating activities was $0.1 million for the fiscal year ended July 31, 2022, primarily due to a net loss of $3.4 million and an increase in accounts receivable of $0.8 million[302] - Net cash used in investing activities was $1.6 million in fiscal year 2022, mainly from the purchase of investments totaling $1.7 million, offset by $0.2 million from the disposal of property and equipment[305] - Net cash used in financing activities was $2.0 million in fiscal year 2022, primarily due to a payment of $3.0 million to limited partners, partially offset by proceeds of $1.1 million from warrant exercises[306] - Cash at the end of the year was $1,750,137, a significant decrease from $5,596,740 at the beginning of the year[301] Market Challenges - The trade disputes between China and the U.S. have negatively impacted customer confidence, leading to a low volume of new consulting service customers[276] - The company has faced intense market competition, with competitors having more resources, which may impact future growth[278] - The company relies heavily on attracting and retaining key personnel to sustain growth and maintain core competencies in financial consulting[280] Tax and Valuation - The total valuation allowance for deferred tax assets increased from $997,378 in 2021 to $1,668,413 in 2022, indicating a belief that certain subsidiaries may not generate sufficient taxable income in the near future[312] - The company did not have any significant unrecognized uncertain tax positions as of July 31, 2022, and 2021[313] Investment Losses - Loss from investment in trading securities increased significantly to $2,432,107 in fiscal year 2022 from $258,738 in fiscal year 2021, representing an increase of 840%[289] - The company reported a loss of $2,432,107 from investments in trading securities for the year ended July 31, 2022, compared to a loss of $258,738 in 2021[314]

Financial Performance - The company reported a net loss of $6.6 million and $11.0 million from discontinued operations of Leaping Group Co., Ltd. for the years ended July 31, 2021, and 2020, respectively [156]. - The company recognized an estimated loss of approximately $6.1 million from the sale of its interest in LGC, which was completed on January 29, 2021 [162]. - Consulting service revenues generated were $0.9 million, $0.6 million, and $3.1 million for the fiscal years ended July 31, 2021, 2020, and 2019, respectively [195]. - For the year ended July 31, 2021, three customers accounted for 41%, 41%, and 11% of the company's consolidated revenue, indicating a significant customer concentration risk [488]. Business Expansion and Strategy - The company plans to expand its consulting services to include Chinese domestic exchanges and the Stock Exchange of Hong Kong, following new listing rules announced in April 2018 [170]. - The company aims to establish a specialized team for SEHK consulting listing services to attract more clients [170]. - The company intends to invest in new complementary business ventures to create additional sources of revenue [172]. - The company plans to expand its operations throughout Asia, having established a network of third-party service providers to support its consulting services [185]. - The company has a strategy to mitigate customer concentration risks as it continues to grow its client base, with three clients accounting for more than 10% of total revenues in the fiscal years ended July 31, 2021, 2020, and 2019 [195]. Consulting Services - The company launched AT Consulting Center in 2018 to meet the growing demand for financial consulting services in China [172]. - The consulting fees for going public services range from $1 million to $2.5 million, based on the complexity and conditions of each client [193]. - The "Becoming Public" program for enterprise clients is offered at a fee of $20,000, covering various aspects of capital markets [212]. - The consulting services provided to WKG for its IPO are currently limited to due diligence work and preliminary planning [205]. - The consulting service agreement with Caiz Optronics Corp. was valued at $1 million, with $42,000 charged for due diligence work completed [203]. - Agrecoe, a biotechnology company, has a $1 million consulting service agreement for its IPO, with services currently limited to due diligence [204]. Acquisitions and Investments - The company completed the acquisition of approximately 51.2% of Leaping Group Co., Ltd. on April 22, 2020, in exchange for the satisfaction of a debt of $1.85 million and the issuance of shares [181]. - The intended acquisition of Sino-fortune Securities Limited was terminated in June 2020 due to delays in the approval process caused by COVID-19, resulting in a refund of HK$1.0 million (approximately $0.13 million) after deducting a default penalty [180]. - The company acquired CNNM, a news and media online platform with over 10 million registered users, but has not generated any revenue from it since acquisition, resulting in a full impairment loss of $0.4 million for the year ended July 31, 2020 [174]. Legal and Regulatory Compliance - The company is currently involved in ongoing legal proceedings, including an arbitration case where it is obligated to pay $250,000 to Huale Group and bear arbitration fees of $11,724 [232]. - The company has accrued legal liabilities of $261,724 for the year ended July 31, 2020, related to the arbitration award [232]. - The company is facing increased competition in the going public consulting market, with new entrants due to favorable market conditions [228]. - The company is subject to potential sanctions by PRC regulatory agencies if it fails to obtain necessary approvals for its IPO, which could adversely affect its operations and financial condition [261]. - The company must comply with relevant PRC regulations on foreign investment and foreign debt management when repatriating funds raised after offshore financing [263]. Intellectual Property - The company has received trademark registrations for several brands, including "IPOEX," with effective dates ranging from 2017 to 2021 [239]. - The company is in the process of registering the "IPOEX" trademark in Korea [239]. - The PRC Trademark Law grants a term of 10 years to registered trademarks, which can be renewed for another 10 years upon request [251]. - The company holds copyrights in various works, including written works, music, and software, as per the Copyright Law of the PRC [255]. Employment and Operations - As of July 31, 2021, the company had 24 full-time employees, with no collective bargaining agreements in place [229]. - The company has entered into written employment contracts with all employees, complying with relevant PRC laws [286]. - Social insurance fees have been deposited in full for all employees since June 2019, in compliance with regulations [288]. Financial Reporting and IPO - The company completed its IPO in April 2019, issuing 414,935 ordinary shares at a price of $25.00 per share, raising approximately $10,373,360, with net proceeds of $9,558,243 after expenses [491]. - IPO-related expenses totaled approximately $1,440,680, including $720,253 in underwriting commissions and $720,427 in other costs [492]. - As of July 31, 2019, the company utilized approximately $3,624,851 of the IPO net proceeds for various purposes, including $793,609 for daily operations and $1,452,792 for investment in financial instruments [493]. - In June 2020, the company filed a registration statement to offer securities with an aggregate offering price of up to $50,000,000 [494]. - In January 2021, the company filed a registration statement for the resale of 947,826 ordinary shares related to outstanding warrants, with no proceeds received from the sale by selling shareholders [495]. - In April 2021, the company filed a registration statement to offer ordinary shares and warrants with an aggregate offering price of up to $15,000,000 [495]. - On August 12, 2021, the company approved a 5-for-1 reverse stock split, reducing the number of outstanding ordinary shares from 45,806,952 to approximately 9,161,390 [497].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: July 31, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of e ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ...