Financial Performance - For the fiscal year ended July 31, 2025, the company incurred a net loss of $4.6 million, with expectations of continued losses in the near future due to a declining economic environment and regulatory uncertainties in China [39]. - The Company reported net revenue of $1.2 million for the year ended July 31, 2025, compared to $0.6 million for the previous year, while net loss increased to $4.6 million from $3.2 million [56]. - The Company’s stockholders' equity as of July 31, 2025, was $9,663,475 [53]. - The company faces substantial doubt about its ability to continue as a going concern due to operating losses and the need for additional capital [57]. - The private equity fund ATIF LP lost $1.5 million in fiscal year 2022 compared to a gain of $0.2 million in fiscal year 2021 due to significant stock market volatility [146]. Capital and Funding - As of July 31, 2025, the company had cash of approximately $9.0 million and may seek additional capital through various means, which could lead to dilution of existing stockholders' ownership [40]. - The Company entered into a Securities Purchase Agreement to sell 1,092,512 ordinary shares at $1.23 per share, generating gross proceeds of $1,343,789.76 [43]. - The Company agreed to sell 5,434,782 ordinary shares at $0.368 each, resulting in gross proceeds of $2 million from the offering [50]. - The Company plans to sell up to 9,000,000 units at $3.26 per unit, aiming for gross proceeds of approximately $29.34 million for working capital [51]. - A registered direct offering on February 4, 2025, involved selling 1,580,000 ordinary shares and pre-funded warrants for approximately $2.5 million [152]. Regulatory and Compliance Risks - The company operates in an industry that may be subject to increasing regulation by governmental agencies in China, which could impact its operations [42]. - The company is closely monitoring regulatory developments in China regarding approvals required for business operations, with significant uncertainty remaining [95]. - The Data Security Law and Cybersecurity Review Measures impose obligations on companies operating in China, which could lead to compliance challenges and operational disruptions [96][97]. - The PCAOB's ability to inspect auditors in China remains uncertain, which could impact investor confidence and lead to potential trading prohibitions on U.S. exchanges [100][102]. - The Holding Foreign Companies Accountable Act (HFCAA) was signed into law on December 18, 2020, requiring foreign companies to certify they are not controlled by foreign governments if PCAOB cannot audit them [226]. Legal Matters - Boustead's complaint against the Company includes four causes of action: breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with business relationships, and quantum meruit [69]. - The United States District Court granted ATIF's motion to dismiss Boustead's first amended complaint, allowing Boustead to amend its claims regarding breach of contract and tortious interference [71]. - A settlement agreement was reached on September 24, 2024, where the Company will pay Boustead a total of $1,000,000 in three installments [74]. - J.P Morgan Securities LLC filed a lawsuit against ATIF Holdings Limited and others for $5,064,160 in damages related to a stock transaction [75]. - The company is currently involved in arbitration proceedings with Boustead, with a hearing scheduled for February 29, 2024 [209]. Business Operations and Strategy - The company has a limited operating history since its inception in November 2015 and has faced significant risks typical of early-stage companies [35]. - The company has shifted its business focus away from mainland China, leading to the cessation of operations at the AT Consulting Center [141]. - The company aims to expand its operations to North America, including Mexico, due to perceived market potential [140]. - The company has initiated a strategic expansion into the Bitcoin sector with a five-year plan to accumulate 1,000 BTC through purchases and mining operations [103]. - The company has established multiple subsidiaries in California for business consulting, asset management, and investment services to enhance its operational capabilities [161]. Client and Revenue Concentration - The company relies heavily on a limited number of clients, which poses a risk to its revenue stability [33]. - The company expects to mitigate risks arising from customer concentration as it continues to expand its client base [187]. - The consulting fees for going public services range from $800,000 to $2,500,000 based on client needs and complexity [170]. - The company has successfully assisted nine clients to be quoted on the U.S. OTC markets and three clients listed on the U.S. Nasdaq market since its inception in 2015 [179]. Internal Controls and Management - The company plans to remedy material weaknesses in internal controls to comply with Section 404 of the Sarbanes-Oxley Act [113]. - The company may face challenges in maintaining effective internal controls, which are necessary for reliable financial reporting [113]. - The company does not intend to pay dividends for the foreseeable future, opting to retain earnings for business operations and expansion [110]. - The company has a highly qualified professional service team with an average of five years of experience in their respective fields [178]. Market Conditions - The financial consulting market is experiencing increased competition, which may negatively impact the Company's revenues and profit margins [62]. - The market price of Ordinary Shares may be volatile, influenced by factors beyond the company's control, including market fluctuations and analyst reports [117]. - Bitcoin's trading price has significantly declined in the past, with a hypothetical 50% fluctuation impacting net income by approximately $135.1 million for the nine months ended September 30, 2025 [107].

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - rYojbaba Co., Ltd. (RYOJ) increased by 134% to $5.09 - Linkage Global Inc (LGCB) rose by 101% to $3.33 - MIRA Pharmaceuticals, Inc. (MIRA) gained 87% to $2.46 - Auddia Inc. (AUUD) went up by 23% to $2.54 - SOPHiA GENETICS SA (SOPH) increased by 16% to $4.99 - J.B. Hunt Transport Services, Inc. (JBHT) rose by 13% to $157.44 - AlphaVest Acquisition Corp (ATMV) increased by 11% to $13.09 - New Era Energy & Digital, Inc. (NUAI) went up by 10% to $3.71 - Critical Metals Corp. (CRML) rose by 9% to $24.80 - Blaize Holdings, Inc. (BZAI) increased by 9% to $6.90 [3] Premarket Losers - Fossil Group, Inc. (FOSL) decreased by 40% to $2.23 - Pinnacle Food Group Limited (PFAI) fell by 25% to $3.41 - American Battery Technology Company (ABAT) declined by 22% to $6.91 - Sadot Group Inc. (SDOT) dropped by 20% to $6.15 - TechCreate Group Ltd. (TCGL) decreased by 14% to $4.14 - PMGC Holdings Inc. (ELAB) fell by 13% to $6.43 - Arcadia Biosciences, Inc. (RKDA) decreased by 13% to $4.73 - ATIF Holdings Limited (ZBAI) dropped by 11% to $9.28 - Roma Green Finance Limited (ROMA) fell by 7% to $2.62 - Australian Oilseeds Holdings Limited (COOT) decreased by 6% to $2.46 [4]

Core Viewpoint - ATIF Holdings Limited (ZBAI) has entered into a non-binding letter of intent to acquire 100% equity of Mask Global Market Co. Ltd. through the issuance of ZBAI Class A ordinary shares [1][2] Group 1: Acquisition Details - The acquisition will involve ZBAI exchanging a certain amount of Class A ordinary shares for all issued shares of Mask Global, with the final consideration to be determined based on due diligence and audited financial statements [2] - The LOI includes a 60-day exclusivity period during which neither party can negotiate with third parties regarding similar transactions [2] - Mask Global was evaluated between $450 million and $550 million in a 2023 report by Valtech, which will be considered in the final transaction [2] Group 2: Strategic Implications - The merger is expected to enhance ZBAI's global market presence, particularly in the Web2 and Web3 sectors, leveraging ZBAI's capital market platform and Mask Global's operational strengths [3] - Both CEOs expressed optimism about the merger, highlighting the growth potential and market competitiveness of Mask Global, and the broader development platform and capital support it will provide [4] Group 3: Company Backgrounds - Mask Global operates as a traditional cryptocurrency exchange, aiming to connect Web2 and Web3, and is developing a regulated all-in-one super app and wallet service [5] - ZBAI specializes in providing IPO, M&A advisory, and post-IPO compliance services to small and medium-sized companies seeking to go public in the U.S. and is exploring opportunities in the BTC sector [6]

Financial Performance - Revenues for the three months ended April 30, 2025, were $250,000, up 25% from $200,000 in the same period of 2024[20] - Net loss for the nine months ended April 30, 2025, was $3,859,571, compared to a net loss of $1,840,689 for the same period in 2024, indicating an increase in losses of approximately 109%[20] - For the nine months ended April 30, 2025, the Company reported a net loss of approximately $3.9 million, compared to a net loss of $1.8 million for the same period in 2024, indicating a 116.67% increase in losses year-over-year[32] - Net loss for the three months ended April 30, 2025, was approximately $1.6 million, an increase of $781,452, or 97%, from a net loss of $807,588 for the same period in 2024[126] - Loss before income taxes for the nine months ended April 30, 2025, was approximately $3.9 million, an increase of $2.0 million, or 110%, from $1.8 million for the same period in 2024[135] Assets and Liabilities - Total current assets increased to $8,687,975 as of April 30, 2025, compared to $2,898,748 as of July 31, 2024, representing a growth of 200%[19] - Cash and cash equivalents rose significantly to $6,681,402 as of April 30, 2025, from $1,249,376 as of July 31, 2024, marking a 435% increase[19] - Total liabilities decreased to $278,073 as of April 30, 2025, from $1,258,834 as of July 31, 2024, a reduction of approximately 78%[19] - As of April 30, 2025, the Company had cash of approximately $6.7 million and short-term investments in trading securities of approximately $1.1 million, which could cover current liabilities of approximately $0.3 million[35] Share Issuance and Capital - The company issued 5,400,000 ordinary shares during the nine months ended April 30, 2025, raising $5,456,769 in capital[22] - The Company issued and sold 3,820,000 ordinary shares at a price of $1.25 per share in January 2025, generating gross proceeds of $4.8 million[33] - In February 2025, the Company issued and sold 1,580,000 ordinary shares at a price of $1 per share, along with warrants, for gross proceeds of $2.5 million[34] - The company had 100,000,000,000 authorized ordinary shares, with 17,317,452 ordinary shares issued and outstanding as of April 30, 2025[78] Operating Expenses - The company reported total operating expenses of $1,510,918 for the nine months ended April 30, 2025, down from $2,075,577 in the same period of 2024, a decrease of approximately 27%[20] - General and administrative expenses decreased by $196,270, or 31%, from approximately $635,282 for the three months ended April 30, 2024, to $439,012 for the same period in 2025[122] - Selling expenses for the nine months ended April 30, 2025, were $120,000, a decrease of $131,000, or 52%, from $251,000 for the same period in 2024[130] - The Company incurred rent expenses of $12,000 for the nine months ended April 30, 2025, compared to $291,771 for the same period in 2024[75] Investment Losses - Loss from investment in trading securities for the nine months ended April 30, 2025, was $2,538,592, compared to a loss of $338,255 for the same period in 2024, reflecting a significant increase in losses[20] - The Company recognized a loss of $1,400,028 from investments in trading securities for the three months ended April 30, 2025, compared to a loss of $309,521 for the same period in 2024[41] - Loss from investment in trading securities increased by approximately $1.1 million, or 352%, from $309,521 for the three months ended April 30, 2024, to $1,400,028 for the same period in 2025[123] Customer Concentration - One customer accounted for 100% of the Company's consolidated revenue for the three months ended April 30, 2025, highlighting significant revenue concentration risk[60] - For the nine months ended April 30, 2025, two customers accounted for 56% and 44% of the Company's consolidated revenue, indicating a high dependency on a limited customer base[60] - As of April 30, 2025, one customer accounted for 100% of the Company's consolidated accounts receivable[61] Future Plans and Strategic Direction - The Company plans to transition its consulting services from PRC-based customers to more international customers to mitigate risks[62] - The company plans to strategically expand into the Bitcoin sector with a five-year plan to accumulate 1,000 BTC, having purchased 0.19 BTC to date[110] - The company aims to expand operations to other Asian countries, including Malaysia, Vietnam, and Singapore, while maintaining a focus on the North American market[111] Legal and Regulatory Matters - The company is facing substantial doubt about its ability to continue as a going concern due to a history of net losses and the need for additional capital[137] - A lawsuit filed by J.P. Morgan Securities LLC claims damages of $5,064,160 related to a stock transaction, with ongoing mediation efforts[103][104] - The parties involved in a dispute have agreed to mediate before litigation, with mediation held on May 6, 2024, but no resolution was reached[165] - Defendants filed a Petition on May 15, 2024, seeking to compel arbitration and stay the underlying State Court action[165] Accounting and Compliance - The company is in the process of evaluating the impact of recent accounting standards updates on its consolidated financial statements[64][65][66][67] - The company is currently evaluating steps to improve its disclosure controls and procedures, including hiring qualified accounting personnel and establishing an internal audit function[152] - The company has a 100% valuation allowance against deferred tax assets, indicating uncertainty regarding their realization[93]

Core Insights - ATIF Holdings Limited is expanding into the Bitcoin sector with a five-year plan to accumulate 1,000 BTC through direct purchases and mining operations [1][3] - The company has chosen West Texas for its mining operations due to favorable regulatory conditions, affordable land, and competitive electricity costs [1][2] - The CEO emphasized Bitcoin as a long-term store of value and a strategic asset for growth, highlighting the importance of energy efficiency and sustainable operations in their mining facilities [2] Company Strategy - The company plans to implement a hybrid approach that includes both direct acquisition of BTC in the open market and the establishment of proprietary mining facilities [1][6] - ATIF Holdings aims to optimize cost control and scalability by focusing on energy-efficient mining operations [2] Industry Context - The move into Bitcoin mining represents a significant evolution in ATIF Holdings' business model, showcasing its commitment to innovation and long-term value creation in emerging technologies [3] - The broader industry trend is towards responsible and forward-looking crypto infrastructure development, which aligns with the company's planned operations [2]

Financial Performance - Revenues for the three months ended January 31, 2025, were $200,000, a significant increase from $25,000 for the same period in 2024, marking an increase of 700%[20] - For the six months ended January 31, 2025, total revenue from consulting services remained at approximately $0.2 million, consistent with the same period in 2024[107] - Total revenue increased by approximately $0.2 million, or 700%, from $25,000 for the three months ended January 31, 2024, to $200,000 for the three months ended January 31, 2025[112] - For the six months ended January 31, 2025, total revenue increased by $50,000, or 33%, from approximately $0.15 million for the six months ended January 31, 2024, to approximately $0.2 million[122] - The company reported a loss per share of $0.16 for the three months ended January 31, 2025, compared to a loss per share of $0.04 for the same period in 2024[20] - Net loss for the six months ended January 31, 2025, was approximately $2.3 million, an increase of loss of approximately $1.3 million from net loss of $1.0 million for the six months ended January 31, 2024[128] - Net loss was approximately $1.9 million for the three months ended January 31, 2025, an increase of loss of approximately $1.5 million from net loss of $0.4 million for the three months ended January 31, 2024[119] Assets and Liabilities - Total current assets increased to $8,640,046 as of January 31, 2025, compared to $2,898,748 as of July 31, 2024, representing a growth of 197%[19] - Total liabilities decreased to $770,928 as of January 31, 2025, from $1,258,834 as of July 31, 2024, a reduction of 39%[19] - Cash and cash equivalents rose to $5,269,690 as of January 31, 2025, compared to $1,249,376 as of July 31, 2024, reflecting a growth of 320%[19] - As of January 31, 2025, the company had cash of approximately $5.3 million and short-term investments of approximately $2.8 million, which are sufficient to cover current liabilities of approximately $0.8 million[34] - Cash at the end of the period was approximately $5.3 million, with current liabilities of approximately $0.8 million, indicating sufficient liquidity to cover current obligations[132] Shareholder Activity - The company issued 3,820,000 ordinary shares, increasing total shares outstanding to 15,737,452 as of January 31, 2025, up from 11,917,452 as of July 31, 2024[23] - The company issued 3,820,000 ordinary shares at a price of $1.25 per share in January 2025, resulting in gross proceeds of $4.8 million[33] - In January 2025, the company issued and sold 3,820,000 ordinary shares at a price of $1.25 per share for gross proceeds of $4.8 million[131] - The Company has 100,000,000,000 authorized ordinary shares, with 15,737,452 shares issued and outstanding as of January 15, 2025[75] Operating Expenses - Operating expenses for the six months ended January 31, 2025, totaled $1,071,906, down from $1,354,295 for the same period in 2024, a decrease of 21%[20] - Selling expenses decreased by $45,000, or 48%, from $93,000 for the three months ended January 31, 2024, to $48,000 for the three months ended January 31, 2025[114] - General and administrative expenses increased by $23,281, or 5%, from approximately $0.5 million for the three months ended January 31, 2024, to approximately $0.5 million for the three months ended January 31, 2025[115] Cash Flow - The company experienced a net cash used in operating activities of $1,195,753 for the six months ended January 31, 2025, compared to $17,412 for the same period in 2024[25] - Net cash used in operating activities was approximately $1.2 million for the six months ended January 31, 2025, primarily due to a net loss of approximately $2.3 million[135] Legal Matters - A settlement agreement with Boustead Securities, LLC was reached, requiring the Company to pay a total of $1,000,000 in three installments, with the first installment of $250,000 due upon execution of the agreement[95] - The Company is currently facing a lawsuit from J.P. Morgan Securities LLC, claiming $5,064,160 in damages related to a stock transaction[96] - The company is currently involved in a lawsuit filed by J.P Morgan Securities LLC, claiming $5,064,160 in damages related to a stock transaction[155] - The company has agreed to mediate the dispute with J.P Morgan Securities LLC before proceeding to litigation, with mediation held on May 6, 2024[156] - The company is in the process of evaluating claims and defenses related to the lawsuit from J.P. Morgan Securities LLC[97] - The company acquired a 51.2% equity interest in Leaping Group Co., Ltd. (LGC) in April 2020, which led to a lawsuit from Boustead alleging breach of contract related to the acquisition[148] - Boustead's lawsuit seeks to recover an amount equal to a percentage of the value of the transaction conducted with LGC, claiming it was deprived of compensation due to the acquisition occurring during a lockup period[149] - The company is currently preparing for arbitration regarding the claims made by Boustead, with a hearing scheduled for February 29, 2024[153] Risk Management - The company plans to mitigate risks by transitioning its consulting services from PRC-based customers to more international customers[60] - For the three and six months ended January 31, 2025, one customer accounted for 100% of the company's consolidated revenue, highlighting a concentration risk[58] - The Company has a 100% valuation allowance against deferred tax assets due to uncertainty in realization[86] - The Company is evaluating the impact of ASU 2023-09 on its consolidated financial statements, which relates to income tax disclosures[62] - The Company is evaluating the impact of ASU 2023-06 on its consolidated financial statements, which includes amendments to various disclosure requirements[63] Internal Controls - The company has concluded that its disclosure controls and procedures were not effective as of January 31, 2025, due to insufficient qualified accounting personnel and lack of documented financial closing procedures[143] - The company is in the process of evaluating steps to remediate the ineffectiveness of its disclosure controls, including hiring qualified accounting personnel and implementing training programs[143] - The company has not reported any changes in internal controls over financial reporting that materially affected its operations during the three months ended January 31, 2025[144] - The company has not disclosed any critical accounting policies and estimates that affect the preparation of its financial statements[141] Business Strategy - The Company has shifted its geographic focus from China to North America, emphasizing assistance to mid and small companies in becoming public on U.S. capital markets[105] - The Company has established a new office in California and launched additional service models including asset management and media services[104] - The Company plans to expand operations to other Asian countries, such as Malaysia, Vietnam, and Singapore, while continuing to focus on the North American market[105] - The Company has successfully assisted nine Chinese enterprises to be quoted on the U.S. OTC markets since its inception[105]

Financial Performance - For the three months ended October 31, 2024, the company reported no revenues compared to $125,000 in the same period of 2023, indicating a significant decline [20]. - The net loss for the three months ended October 31, 2024, was $367,074, compared to a net loss of $625,463 for the same period in 2023, representing a reduction of about 41% [20]. - Total revenue for the three months ended October 31, 2024, was $nil, a decrease of approximately $0.1 million or 100% compared to $0.1 million for the same period in 2023 [102][103][110]. - Net loss for the three months ended October 31, 2024, was approximately $0.4 million, a decrease of approximately $0.2 million from a net loss of $0.6 million for the same period in 2023 [116]. - The company provided consulting services to none and three customers for the three months ended October 31, 2024, and 2023, respectively [102][110]. Operating Expenses - Total operating expenses for the three months ended October 31, 2024, were $521,109, down from $781,779 in the prior year, reflecting a decrease of approximately 33% [20]. - General and administrative expenses decreased by approximately $0.3 million, or 37%, from approximately $0.7 million for the three months ended October 31, 2023, to approximately $0.4 million for the same period in 2024 [111]. - Total operating expenses decreased by approximately $0.3 million, or 33%, from approximately $0.8 million for the three months ended October 31, 2023, to approximately $0.5 million for the same period in 2024 [108]. - Rent expenses for the three months ended October 31, 2024, were $9,000, significantly lower than $125,679 for the same period in 2023, reflecting a reduction in lease terms and space [69]. Assets and Liabilities - As of October 31, 2024, total current assets increased to $5,785,278 from $2,898,748 as of July 31, 2024, marking an increase of approximately 99% [19]. - The company had current liabilities of approximately $625,048, down from $988,417 as of July 31, 2024, a decrease of about 37% [19]. - The company's cash and cash equivalents decreased to $457,764 as of October 31, 2024, from $1,249,376 as of July 31, 2024, a decline of about 63% [19]. - As of October 31, 2024, the company held cash and cash equivalents of $114,721 in U.S. banks and $343,043 in investment bank accounts [57]. - As of October 31, 2024, prepaid expenses and other current assets totaled $50,224, a decrease of 58.9% from $122,224 as of July 31, 2024 [65]. Cash Flow - The company reported operating cash outflows of approximately $800,628 for the three months ended October 31, 2024, compared to cash inflows of approximately $195,353 in the same period of 2023 [29]. - Operating cash outflows for the three months ended October 31, 2024, were approximately $0.8 million, while there were cash inflows of approximately $0.2 million in the same period of 2023 [122]. - The net cash provided by investing activities was $9,016 for the three months ended October 31, 2024, compared to a net cash used of approximately $0.4 million in the same period of 2023 [125]. - The Company had a net decrease in cash of approximately $791,612 for the three months ended October 31, 2024, compared to a decrease of approximately $244,797 in the same period in 2023 [122]. Shareholder Equity - Shareholders' equity increased to $4,997,680 as of October 31, 2024, from $1,753,754 as of July 31, 2024, reflecting an increase of approximately 185% [19]. - The company had a capital contribution of $3,611,000 from a shareholder in the form of trading securities during the three months ended October 31, 2024 [26]. - On October 28, 2024, the Company was granted 7,850,000 ordinary shares valued at $3,730,320 as a capital contribution, subject to restrictions until March 2025 [67]. Going Concern - The company continues to face uncertainty regarding its ability to continue as a going concern due to a history of net losses and cash outflows from operating activities [29]. - The Company is currently facing uncertainties regarding its ability to continue as a going concern due to a history of net losses and cash outflows from operating activities [118]. Legal and Compliance - The Company is currently involved in legal proceedings, including a lawsuit filed by J.P. Morgan Securities LLC for $5,064,160 in damages related to a stock transaction [142]. - A settlement agreement was reached with Boustead, requiring the Company to pay a total of $1 million in three installments, with the first installment of $250,000 due upon execution of the agreement [141]. - The company filed various certifications as part of its quarterly report, including those from the Chief Executive Officer and Chief Financial Officer [31.1][31.2][32.1][32.2]. - The certifications attached to the quarterly report comply with the Sarbanes-Oxley Act of 2002, ensuring regulatory adherence [32.1][32.2]. Strategic Plans - The company plans to transition its consulting services from PRC-based customers to more international customers to mitigate risks [59]. - The company aims to expand operations to other Asian countries, such as Malaysia, Vietnam, and Singapore, while continuing to focus on the North American market [101]. - The company has successfully helped nine Chinese enterprises to be quoted on the U.S. OTC markets since its inception [101]. Accounting and Reporting - The company is evaluating the impact of recent accounting updates on its consolidated financial statements [61][62]. - The company assesses collectability of accounts receivable on an individual basis due to having limited customers with different characteristics [39]. - The Company is in the process of evaluating steps to improve its disclosure controls and procedures, including hiring qualified accounting personnel and implementing training programs [130].

Revenue Performance - Total revenue decreased by approximately $1.8 million, or 75%, from approximately $2.5 million in fiscal year 2023 to approximately $0.6 million in fiscal year 2024[220] - Revenue from third parties decreased by approximately $0.7 million, while revenue from related parties decreased by approximately $1.1 million[226] Expenses - Selling expenses increased by approximately $0.1 million, or 61%, from approximately $0.2 million in fiscal year 2023 to approximately $0.3 million in fiscal year 2024[229] - General and administrative expenses remained stable at approximately $2.3 million and $2.2 million for fiscal years 2024 and 2023, respectively[231] Net Loss - Net loss was approximately $3.2 million for the fiscal year ended July 31, 2024, an increase of $0.3 million from a net loss of $2.9 million in fiscal year 2023[238] - The company reported a net loss of approximately $3.2 million for the fiscal year 2024, adjusted for losses from trading securities and changes in operating assets and liabilities[245] Consulting Services - The company provided consulting services to eight customers in fiscal year 2024, compared to three customers in fiscal year 2023[219] Expansion Plans - The company plans to expand operations to other Asian countries, such as Malaysia, Vietnam, and Singapore, while continuing to focus on the North American market[218] Liquidity and Cash Flow - As of July 31, 2024, the company had cash of $1.2 million and current liabilities of $1.0 million, indicating sufficient liquidity to cover current obligations[241] - Net cash used in operating activities was approximately $0.1 million for the fiscal year ended July 31, 2024, compared to $2.3 million in the previous year[245][246] - Cash at the end of the fiscal year 2024 was $1,249,376, an increase from $606,022 at the end of fiscal year 2023[244] Investment Performance - The company recorded an investment loss of approximately $0.4 million for the fiscal year ended July 31, 2024, compared to an investment gain of approximately $0.2 million in fiscal year 2023[235] Financing Activities - Net cash provided by financing activities was approximately $2.3 million in fiscal year 2024, resulting from the issuance of ordinary shares in a private placement[249] Dividends - The company has not declared or paid any cash dividends to shareholders and does not plan to do so from restricted net assets as of July 31, 2024[243] Accounts Receivable and Current Assets - The decrease in accounts receivable was approximately $1.1 million, indicating improved collection from customers[245] - The company experienced a decrease in prepaid expenses and other current assets of approximately $0.3 million due to amortization of advertising service fees[245] - The increase in accrued expenses and other current liabilities was approximately $1.3 million, reflecting changes in operational liabilities[245] Accounting Policies - The company has not identified any critical accounting policies or estimates that significantly affect the preparation of its financial statements[252]

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I-FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Financial statements for April 30, 2024, show decreased liabilities, increased equity, an 85% revenue drop, and a $1.8 million net loss, with improved cash from financing but significant going concern doubts and legal risks [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of April 30, 2024, total assets decreased to $3.33 million, while total liabilities significantly reduced to $0.23 million, leading to an increase in total stockholders' equity to $3.10 million Condensed Consolidated Balance Sheet Highlights (as of April 30, 2024 vs. July 31, 2023) | Account | April 30, 2024 (Unaudited) | July 31, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $3,189,487 | $2,542,780 | | **Total Assets** | **$3,333,449** | **$3,768,570** | | **Total Current Liabilities** | $199,996 | $1,539,719 | | **Total Liabilities** | **$228,860** | **$2,229,217** | | **Total Stockholders' Equity** | **$3,104,589** | **$1,539,353** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended April 30, 2024, revenue doubled to $0.2 million, but net loss widened to $0.8 million; for the nine-month period, revenue plummeted 85% to $0.35 million, resulting in a $1.84 million net loss Operating Results for the Three Months Ended April 30 | Metric | 2024 (Unaudited) | 2023 (Unaudited) | | :--- | :--- | :--- | | Revenues | $200,000 | $100,000 | | Loss from operations | $(521,282) | $(601,934) | | Net Loss | $(807,588) | $(335,770) | | (Loss) per share | $(0.08) | $(0.03) | Operating Results for the Nine Months Ended April 30 | Metric | 2024 (Unaudited) | 2023 (Unaudited) | | :--- | :--- | :--- | | Revenues | $350,000 | $2,300,000 | | (Loss) income from operations | $(1,725,577) | $464,058 | | Net (Loss) Income | $(1,840,689) | $362,696 | | (Loss) earnings per share | $(0.19) | $0.04 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended April 30, 2024, net cash used in operations significantly decreased, while a $2.34 million private placement led to a $1.51 million net cash increase despite $0.75 million used in investing activities Cash Flow Summary for the Nine Months Ended April 30 | Activity | 2024 (Unaudited) | 2023 (Unaudited) | | :--- | :--- | :--- | | Net cash used in operating activities | $(84,188) | $(1,361,108) | | Net cash (used in) provided by investing activities | $(749,470) | $78,557 | | Net cash provided by financing activities | $2,343,792 | $0 | | **Net increase (decrease) in cash** | **$1,510,134** | **$(1,282,551)** | - Non-cash financing activities for the nine months ended April 30, 2024, included issuing shares worth **$349,875** to settle payroll and a related party waiving liabilities of **$712,258**[28](index=28&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's financial consulting business, highlight significant going concern doubts due to recurring losses, and cover customer concentration, related-party transactions, and two pending legal proceedings - The company's operations generated net losses of **$0.8 million** and **$1.8 million** for the three and nine months ended April 30, 2024, respectively, raising substantial doubt about its ability to continue as a going concern[33](index=33&type=chunk)[35](index=35&type=chunk) - The company faces significant customer concentration risk, with two customers accounting for **71%** and **17%** of revenue for the nine months ended April 30, 2024, and one customer representing **100%** of accounts receivable[64](index=64&type=chunk) - In April 2024, the company provided a **$300,000** interest-free loan to its CEO, and a related party waived **$712,258** in liabilities, recorded as additional paid-in capital[85](index=85&type=chunk)[91](index=91&type=chunk) - The company is involved in two significant legal proceedings: an arbitration with Boustead Securities, LLC scheduled for September 2024, and a lawsuit from J.P Morgan Securities LLC for over **$5 million**, for which the company is seeking to compel arbitration[107](index=107&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) [Item 2. 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 shift to North American financial consulting, an 85% revenue decrease leading to a significant net loss, and reiterates going concern doubts despite improved liquidity from financing activities [Business Overview](index=26&type=section&id=Business%20Overview) The company provides financial consulting services, primarily assisting SMEs with going public, and shifted its geographic focus from China to North America in May 2022 - The company's core business is providing comprehensive going-public consulting services to **SMEs**[112](index=112&type=chunk) - In May 2022, the company shifted its geographic focus from China to North America to help mid and small companies access U.S. capital markets[114](index=114&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) For the three months ended April 30, 2024, revenue doubled to $0.2 million, but net loss increased to $0.8 million; for the nine-month period, revenue fell 85% to $0.4 million, resulting in a $1.8 million net loss due to service phases, trading losses, and higher legal expenses Comparison of Operation Results for the Three Months Ended April 30, 2024 and 2023 | Metric | 2024 | 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenues | $200,000 | $100,000 | $100,000 | 100% | | Loss from operations | $(521,282) | $(601,934) | $(80,652) | (13)% | | Net loss | $(807,588) | $(335,770) | $471,818 | 141% | Comparison of Operation Results for the Nine Months Ended April 30, 2024 and 2023 | Metric | 2024 | 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenues | $350,000 | $2,300,000 | $(1,950,000) | (85)% | | (Loss) income from operations | $(1,725,577) | $464,058 | $(2,189,635) | (472)% | | Net (loss) income | $(1,840,689) | $362,696 | $(2,203,385) | (608)% | - The **85%** decrease in revenue for the nine-month period was due to providing different phases of listing-related consulting services compared to the prior year[134](index=134&type=chunk)[136](index=136&type=chunk) - General and administrative expenses for the nine-month period increased primarily due to a **~$0.2 million** rise in legal expenses for proceedings with Boustead Securities and J.P Morgan Securities[139](index=139&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by financing, with $2.1 million in cash, but recurring operating losses raise substantial doubt about its going concern ability, despite a $2.3 million private placement and $0.7 million debt waiver - The company reported a net loss of **$1.8 million** and operating cash outflows of **$84,188** for the nine months ended April 30, 2024, raising substantial doubt about its ability to continue as a going concern[151](index=151&type=chunk)[154](index=154&type=chunk) - As of April 30, 2024, the company had approximately **$2.1 million** in cash, with its ability to continue dependent on business plan execution and obtaining financing[153](index=153&type=chunk) - During the nine months ended April 30, 2024, the company raised approximately **$2.3 million** from a private placement and had a related party waive liabilities of approximately **$0.7 million**[153](index=153&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&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 Holdings Limited is not required to provide quantitative and qualitative disclosures about market risk[169](index=169&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of April 30, 2024, due to insufficient U.S. GAAP accounting personnel, undocumented financial closing procedures, and lack of formal risk assessment, with remediation plans underway - Management concluded that disclosure controls and procedures were not effective as of April 30, 2024[170](index=170&type=chunk) - Identified weaknesses include insufficient U.S. GAAP accounting personnel, lack of documented financial closing procedures, and absence of risk assessment per the COSO 2013 framework[170](index=170&type=chunk) - Remediation plans include hiring qualified accounting personnel, implementing U.S. GAAP training, and establishing an internal audit function[170](index=170&type=chunk) [PART II - OTHER INFORMATION](index=36&type=section&id=PART%20II-OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in two significant legal proceedings: an arbitration with Boustead Securities, LLC scheduled for September 2024, and a lawsuit from J.P. Morgan Securities LLC seeking over $5 million, with outcomes currently unpredictable - The company is in a legal dispute with Boustead Securities, LLC over an alleged breach of an underwriting agreement, with arbitration scheduled for September 9 and 10, 2024[174](index=174&type=chunk)[180](index=180&type=chunk) - J.P. Morgan Securities LLC filed a lawsuit seeking to recover **$5,064,160** in damages, for which the company has filed a petition to compel arbitration, with a hearing set for September 19, 2024[182](index=182&type=chunk)[183](index=183&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, ATIF Holdings Limited is not required to provide risk factor disclosures - The company is not required to provide risk factors as it qualifies as a smaller reporting company[184](index=184&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In April 2024, the company raised approximately $2.34 million from private placements of ordinary shares and issued 384,478 shares to its CEO to settle $349,875 in unpaid salary - In April 2024, the company raised gross proceeds of **$1,343,790** and **$1,000,003** in two separate private placements by selling ordinary shares at **$1.23 per share**[185](index=185&type=chunk)[186](index=186&type=chunk) - On April 29, 2024, the company issued **384,478** ordinary shares to CEO Jun Liu to settle **$349,875** in unpaid salary[188](index=188&type=chunk)[189](index=189&type=chunk) [Item 5. Other Information](index=38&type=section&id=Item%205.%20Other%20Information) No other information was reported for the period - None[192](index=192&type=chunk) [Item 6. Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including securities purchase agreements, a deferred salary conversion agreement, and CEO/CFO certifications

Financial Performance - Revenues for the three months ended January 31, 2024, were $25,000, a significant decrease from $1,900,000 for the same period in 2023, indicating a decline of approximately 98.7%[22] - Net loss for the six months ended January 31, 2024, was $1,033,101, compared to a net income of $698,466 for the same period in 2023, marking a shift of approximately 248.5%[26] - For the three months ended January 31, 2024, the Company reported a net loss of approximately $0.4 million, compared to a net income of approximately $0.8 million for the same period in 2023, indicating a significant decline in performance[31] - For the six months ended January 31, 2024, the Company reported a net loss of approximately $1.0 million, while for the same period in 2023, it reported a net income of approximately $0.7 million[31] - Total revenue decreased by approximately $1.9 million, from $1.9 million for the three months ended January 31, 2023, to $25,000 for the three months ended January 31, 2024, representing a 99% decrease[114][116] - For the six months ended January 31, 2024, total revenue decreased by approximately $2.0 million, from $2.2 million for the same period in 2023 to approximately $150,000, a 93% decrease[126][128] - Net loss for the three months ended January 31, 2024, was approximately $0.4 million, a change of approximately $1.2 million from net income of $0.8 million for the same period in 2023, representing a 150% decrease[124] - Net loss for the six months ended January 31, 2024, was approximately $1.0 million, a change of $1.7 million from net income of approximately $0.7 million for the same period in 2023, representing a 248% decrease[137] Assets and Liabilities - Total current assets decreased from $2,542,780 as of July 31, 2023, to $1,619,991 as of January 31, 2024, representing a decline of approximately 36.3%[19] - Total liabilities decreased from $2,229,217 as of July 31, 2023, to $1,982,467 as of January 31, 2024, reflecting a reduction of about 11.1%[20] - Total assets decreased from $3,768,570 as of July 31, 2023, to $2,488,719 as of January 31, 2024, a decline of approximately 34%[20] - Cash and cash equivalents dropped from $606,022 as of July 31, 2023, to $139,152 as of January 31, 2024, a decrease of approximately 77%[19] - Current liabilities amounted to approximately $1.5 million, with approximately $0.7 million due to related parties, raising concerns about the Company's liquidity[32] - The accumulated deficit increased from $(27,666,624) as of July 31, 2023, to $(28,699,725) as of January 31, 2024, representing a deterioration of approximately 3.7%[19] Operating Expenses - Operating expenses for the three months ended January 31, 2024, totaled $572,516, slightly higher than $566,112 for the same period in 2023, indicating a marginal increase of about 1%[22] - Selling expenses for the three months ended January 31, 2024, increased by $45,000, or 94%, to $93,000 from $48,000 for the same period in 2023[117] - Selling expenses for the six months ended January 31, 2024, increased by $112,000, or 211%, to $165,000 from $53,000 for the same period in 2023[129] - General and administrative expenses for the three months ended January 31, 2024, were approximately $479,516, a decrease of $38,596, or 7%, from $518,112 for the same period in 2023[119] - General and administrative expenses for the six months ended January 31, 2024, increased from approximately $1.1 million in 2023 to approximately $1.2 million in 2024, primarily due to increased payroll expenses[131] Cash Flow - The Company reported operating cash outflows of $17,413 for the six months ended January 31, 2024, compared to approximately $0.8 million for the same period in 2023[31] - Net cash used in operating activities for the six months ended January 31, 2024, was $17,413, compared to $754,714 for the same period in 2023, indicating a significant reduction in cash outflow[147][148] - The Company experienced a net decrease in cash of $466,870 for the six months ended January 31, 2024, compared to a decrease of $920,750 for the same period in 2023[147] Revenue Recognition - Revenue is primarily generated from consulting services for clients intending to go public, with services categorized into three phases[49][50][51] - Revenue from Phase I and Phase II consulting services is recognized ratably over the estimated completion period, while Phase III revenue is recognized upon completion of the transaction[53] - As of January 31, 2024, one customer accounted for 100% of the Company's consolidated revenue for the three months ended, compared to three customers accounting for 34%, 34%, and 32% in the same period of 2023[61] - 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% in the same period of 2023[62] Legal Proceedings - The company is currently involved in a legal proceeding with J.P. Morgan Securities LLC, which claims damages of $5,064,160 related to a stock transaction[102] - The company has a pending legal proceeding with Boustead Securities, LLC, which alleges breach of contract and is currently in arbitration[100] - The Company is involved in ongoing legal proceedings, including a lawsuit filed by Boustead, which may have material adverse effects on its business and financial condition[160][170] Future Outlook - The Company anticipates needing to raise additional capital immediately to continue funding its operations, indicating substantial doubt about its ability to continue as a going concern[33] - The Company’s ability to continue as a going concern is dependent on management's ability to successfully execute its business plan, which includes increasing revenue while controlling operating costs[143][144] - The company plans to expand operations to other Asian countries, including Malaysia, Vietnam, and Singapore, while continuing to focus on the North American market[108] Miscellaneous - The Company adopted ASU No. 2016-13 for credit loss measurement, which had no impact on the allowance for credit losses for accounts receivable upon adoption[41] - The financial statements have been prepared on a going concern basis, reflecting the Company's ability to realize assets and satisfy liabilities in the ordinary course of business[34] - The Company has established several subsidiaries, including ATIF Business Consulting LLC and ATIF Business Management LLC, to expand its business advisory and financial consulting services[27] - The Company has not declared or paid any cash dividends to shareholders and does not plan to do so from its restricted net assets as of January 31, 2024[146] - The Company is currently evaluating steps to remediate the ineffectiveness of its disclosure controls and procedures, including hiring qualified accounting personnel and implementing training programs[157] - The certifications attached to the quarterly report comply with the Sarbanes-Oxley Act of 2002[177] - The report was signed by the Chief Executive Officer and Chief Financial Officer on March 18, 2024[181][182]