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]

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, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 A ...

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]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Exact Name of Registrant as Specified in Its Charter) FORM 10-Q | British Virgin Islands | Not Applicable | | --- | --- | | (State of Other Jurisdiction of | (I.R.S. Employer | | Incorporation or Organization) | Identification No.) | | 25391 Commercentre Dr., Ste 200, Lake Forest, CA | 92630 | | (Address of Principal Executive Offices) | (ZIP Code) | ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1 ...

Revenue Growth - Total revenue increased by $0.8 million, or 47%, from $1.7 million in fiscal year 2022 to $2.5 million in fiscal year 2023[202]. - Revenue from third parties was $1,150,000 for the year ended July 31, 2023, representing a 27% increase from $905,310 in 2022[206]. - Revenue from related parties increased by $538,000, or 71%, from $762,000 in 2022 to $1,300,000 in 2023[206]. Profitability - Gross profit rose to $2,450,000 in 2023, a 143% increase from $1,007,310 in 2022[206]. - The company reported a net loss of $2,882,299 for the year ended July 31, 2023, a decrease of $488,800, or 14%, from the previous year[206]. - The company reported a net loss of $2.9 million for the year ended July 31, 2023, a decrease from a net loss of $3.4 million in the previous fiscal year[224]. Expenses Management - Selling expenses decreased by $362,291, or 64%, from $569,529 in 2022 to $207,238 in 2023[210]. - General and administrative expenses decreased by $409,735, or 15%, from $2,651,361 in 2022 to $2,241,626 in 2023[212]. Cash Flow and Liquidity - Operating cash outflows from continuing operations were approximately $2.3 million for the year ended July 31, 2023, compared to $0.1 million in the prior year[226]. - As of July 31, 2023, the company had cash of $0.6 million and accounts receivable of $0.6 million, with current liabilities totaling $1.5 million[227]. - Net cash used in operating activities was $2.3 million for the fiscal year ended July 31, 2023, primarily due to the net loss and adjustments for provisions against receivables[233]. - Net cash provided by investing activities was $0.4 million in fiscal year 2023, mainly from the disposal of investments and collection of loans[235]. - Net cash provided by financing activities was $0.7 million in fiscal year 2023, sourced from borrowings from a related party[237]. Future Outlook and Plans - The company plans to expand operations to other Asian countries, including Malaysia, Vietnam, and Singapore, while continuing to focus on the North American market[200]. - The company plans to support future operations primarily through cash generated from operations and cash on hand, but may need to raise additional funds[225]. Going Concern and Dividends - The company reported a working capital deficit and indicated uncertainty regarding its ability to continue as a going concern[228]. - The company has not declared or paid any cash dividends to shareholders and does not plan to do so in the near future[230]. Taxation - The federal tax rate for the company's U.S. subsidiaries is 21%, with a state tax rate of 8.84%[223]. Other Achievements - The company successfully assisted three Chinese enterprises to be quoted on the U.S. OTC markets since its inception[200]. Provisions - The company provided a full provision of $2,654,767 against balances due from buyers of LGC for the year ended July 31, 2023[214].

Financial Performance - Total revenues for the three months ended April 30, 2023, were $100,000, a decrease of 61.8% compared to $261,925 for the same period in 2022[19] - Operating expenses for the three months ended April 30, 2023, were $701,934, an increase of 17.3% from $598,620 in the same period of 2022[19] - The net loss attributable to ATIF Holdings Limited for the three months ended April 30, 2023, was $335,770, compared to a net income of $228,316 for the same period in 2022[19] - The company reported a comprehensive loss of $335,770 for the three months ended April 30, 2023, compared to a comprehensive income of $269,055 for the same period in 2022[19] - For the nine months ended April 30, 2023, net income was $362,696 compared to a net loss of $1,992,933 for the same period in 2022[23] - The company reported a net loss of $335,770 for the three months ended April 30, 2023, compared to a net income of $228,316 for the same period in 2022[20] - Cash flows from operating activities resulted in a net cash used of $1,361,108 for the nine months ended April 30, 2023, compared to a net cash used of $283,267 for the same period in 2022[23] - The company had a cash balance of $467,586 at the end of April 30, 2023, down from $1,306,038 at the end of April 30, 2022[23] Assets and Liabilities - Total current assets as of April 30, 2023, were $6,672,023, an increase of 11.4% from $5,992,460 as of July 31, 2022[18] - Total liabilities as of April 30, 2023, were $3,383,237, a decrease of 10.6% from $3,784,348 as of July 31, 2022[18] - Total assets decreased from $5,733,173 at April 30, 2022, to $4,784,348 at April 30, 2023[20] - The Company had cash of $0.5 million as of April 30, 2023, against current liabilities of $2.6 million[30] - The balance of due from buyers of LGC as of April 30, 2023, was $2,654,767, which includes principal of $2,300,000 and interest of $354,767[74] - The balance due to third parties increased to $1,092,828 as of April 30, 2023, from $500,000 as of July 31, 2022, indicating a significant rise of 118.6%[87] Cash and Liquidity - Cash and cash equivalents as of April 30, 2023, were $467,586, reflecting a decrease from previous periods[18] - As of April 30, 2023, the company had cash of $0.5 million, down from $1.8 million as of July 31, 2022, indicating a significant decrease in liquidity[62] - The Company expects to collect consulting service fees of $3.3 million over the next 12 months from four service-in-progress agreements[30] - The Company intends to finance future working capital requirements through cash generated from operating activities and equity financings[31] Operational Insights - The company anticipates future sales and profitability to be influenced by its ability to develop and introduce new products and services[16] - The company plans to expand its sales and marketing capabilities and may consider acquisitions in the future[16] - The company has experienced operating cash outflows of $1.4 million for the nine months ended April 30, 2023, compared to $0.3 million for the same period in 2022[28] - The management believes that the Company will continue as a going concern for the next 12 months despite uncertainties regarding cash flows[30] - The Company operates primarily through ATIF Inc. following the disposal of ATIF HK and Huaya on May 31, 2022[56] Revenue Concentration - For the three months ended April 30, 2023, one customer accounted for 100% of the company's consolidated revenue, compared to 97% for the same period in 2022, highlighting a high concentration risk[66] - For the nine months ended April 30, 2023, four customers accounted for 28%, 28%, 26%, and 17% of the company's consolidated revenue, compared to two customers accounting for 63% and 32% in the same period in 2022[67] - The company plans to transition its consulting services from PRC-based customers to more international customers to mitigate revenue concentration risks[69] Legal Matters - Boustead's litigation against the Company is currently in the pleadings stage, with the Company believing it is premature to predict the outcome[109] - The United States District Court for the Southern District of New York granted the Company's motion to dismiss Boustead's first amended complaint on August 25, 2021[107] - Boustead filed a second amended complaint on December 28, 2021, alleging only breach of contract[107] - The Court denied the Company's motion to dismiss the second amended complaint on July 6, 2022[108] - The Company filed a motion to compel arbitration of Boustead's claims in California on August 3, 2022, with briefing concluding on August 23, 2022[108] - Boustead is seeking a default judgment against LGC, but the Court has not ruled on this request[108] - The Company filed a motion to dismiss Boustead's second amended complaint on January 18, 2022[107] - Boustead's amended complaint asserts the same four causes of action against the Company and LGC as its original complaint[106] - The Court allowed Boustead to amend its causes of action against the Company regarding breach of contract and tortious interference[107] - The Company is currently evaluating its response to Boustead's motion for leave[109] Depreciation and Amortization - Depreciation and amortization expenses for the nine months ended April 30, 2023, were $109,967, compared to $136,516 for the same period in 2022[23] - Depreciation expense for the three months ended April 30, 2023, was $16,656, compared to $13,765 for the same period in 2022, indicating an increase in asset depreciation[76] - The company's intangible assets as of April 30, 2023, were valued at $93,331, down from $153,331 as of July 31, 2022, reflecting a decrease in intangible asset value[77] Lease Obligations - Operating lease expenses for the three months ended April 30, 2023, were $121,655, compared to $101,580 for the same period in 2022, representing an increase of approximately 19.9%[83] - Total lease cost for the nine months ended April 30, 2023, was $181,414, a decrease of 51.4% from $372,820 in the same period of 2022[83] - Right-of-use assets, net, decreased to $1,170,495 as of April 30, 2023, from $1,383,464 as of July 31, 2022, reflecting a decline of approximately 15.4%[85] - Total operating lease liabilities decreased to $1,225,937 as of April 30, 2023, from $1,418,310 as of July 31, 2022, a reduction of about 13.5%[85] - The weighted average remaining lease term as of April 30, 2023, was 3.48 years, down from 3.95 years as of July 31, 2022[86] - The total future minimum rentals under non-cancellable operating lease arrangements as of April 30, 2023, were $193,459, with $64,486 due for the three months ending July 31, 2023[86]