ATIF Holdings Ltd
For the period ended Jan 31, 2025. Filed Mar 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jan 31, 2025 · Filed Mar 13, 2025
AUC$6.56+5.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-10-31; filed 2024-12-19.
0001213900-24-110341
Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of OperationsCurrent report: 10-Q
Period ended 2025-01-31; filed 2025-03-13.
0001213900-25-023696
Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 47 previous paragraphs and 61 current paragraphs.
30 unchanged; 15 reworded; 11 added; 2 removed; 0 previous and 5 current paragraphs rearranged.
Tables are not compared: 2 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
Comparison of Operation Results for the Three Months ended January 31, 2025 and 2024
Current report
***Selling expenses.***Our selling expenses primarily consisted of advertising and promotion expenses. For the three months ended January 31, 2025, our selling expenses was $48,000, representing a decrease of $45,000, or 48%, from $93,000 for the three months ended January 31, 2024. The decrease was primarily due to a decrease of amortization expenses of $45,000 for TV promotion videos.
Current report
Comparison of Operation Results for the Six Months ended January 31, 2025 and 2024
Current report
***Revenues.***Our total revenue increased by $50,000 from approximately $0.2 million for the six months ended January 31, 2024, to $0.2 million in six months ended January 31, 2025.
Current report
Selling expenses. Our selling expenses primarily consisted of advertising and promotion expenses. For the six months ended January 31, 2025, our selling expenses was $120,000, representing a decrease of $45,000, or 27%, from $165,000 for the six months ended January 31, 2024. The decrease was primarily due to a decrease of amortization expenses for TV promotion videos.
Current report
As a percentage of sales, our absolute amount of selling expenses were 60% and 110% of our total revenues for the six months ended January 31, 2025 and 2024, respectively.
Current report
As a percentage of sales, our general and administrative expenses were 476% and 793% of our total revenues for the six months ended January 31, 2025 and 2024, respectively.
Current report
Net loss. As a result of foregoing, net loss was approximately $2.3 million for the six months ended January 31, 2025, an increase of loss of approximately $1.3 million from net loss of $1.0 million for the six months ended January 31, 2024.
Current report
In January 2025, we issued and sold 3,820,000 ordinary shares to certain non-affiliated institutional investors at a price of US$1.25 per share for gross proceeds of US$4.8 million. We recorded net proceeds of approximately $4.8 million.
Current report
Financing Activities
Current report
Net cash provided by financing activities was approximately $4.8 million in the six months ended January 31, 2024, which represented proceeds from issuance of ordinary shares.
Removed paragraphs (2)
Previous report
General and administrative expenses. Our 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 three months ended October 31, 2024.
Previous report
The unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.
Reworded paragraphs (15)
Previous wording
For the three months ended October 31, 2024 and 2023, we provided consulting services to none and three customers, respectively, which primarily engaged the Company to provide consulting services relating to going public in the US through IPO, reverse merger and acquisition. From April 2022 through the date of this report, the Company entered into consulting agreements with nine customers, among which three are based in the North America.
Current wording
For the three and six months ended January 31, 2025 and 2024, we provided consulting services to one customer, which primarily engaged the Company to provide consulting services relating to going public in the US through IPO, reverse merger and acquisition.
Previous wording
Our total revenue generated from consulting services amounted to $nil and approximately $0.1 million for the three months ended October 31, 2024 and 2023, respectively.
Current wording
Our total revenue generated from consulting services amounted to $0.2 million and approximately $25,000 for the three months ended January 31, 2025 and 2024, respectively. Our total revenue generated from consulting services amounted to $0.2 million and approximately $0.2 million for the six months ended January 31, 2025 and 2024, respectively.
Previous wording
***Revenues.***Our total revenue decreased by approximately $0.1 million, or 100%, from approximately $0.1 million for the three months ended October 31, 2023, to $nil in for the three months ended October 31, 2024.
Current wording
***Revenues.***Our total revenue increased by approximately $0.2 million, or 700%, from $25,000 for the three months ended January 31, 2024, to $0.2 million in for the three months ended January 31, 2025.
Previous wording
For the three months ended October 31, 2024, we did not provided services to customers and did not recognize revenues. For the three months ended October 31, 2023, we provided certain IPO assistance services to three customers and recognized revenues of $0.1 million.
Current wording
For the three months ended January 31, 2025, we provided IPO assistance services to one customer and recognized revenues of $0.2 million. For the three months ended January 31, 2024, we provided IPO assistance services to one customer and recognized revenues of $25,000.
Previous wording
***Gain (loss) from investment in trading securities.***Loss from investment in trading securities represented fair value changes from investment in trading securities, which was measured at market price. For the three months ended October 31, 2024 and 2023, we recorded an investment gain of approximately $0.1 million and an investment loss of approximately $0.1 million, respectively.
Current wording
***Loss (gain) from investment in trading securities.***Loss (gain) from investment in trading securities represented fair value changes from investment in trading securities, which was measured at market price. For the three months ended January 31, 2025 and 2024, we recorded an investment loss of approximately $1.3 million and an investment gain of approximately $0.1 million, respectively.
Previous wording
ATIF Inc, ATIF BD, ATIF BC and ATIF BM were established in the U.S and are subject to federal and state income taxes on its business operations. The federal tax rate is 21% and state tax rate is 8.84%. We also evaluated the impact from the recent tax reforms in the United States, including the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and Health and Economic Recovery Omnibus Emergency Solutions Act (“HERO Act”), which were both passed in 2020, No material impact on the ATIF US is expected based on our analysis. We will continue to monitor the potential impact going forward.
Current wording
ATIF Inc, ATIF BD, ATIF BC and ATIF BM were established in the U.S and are subject to federal and state income taxes on their business operations. The federal tax rate is 21% and state tax rate is 8.84%. ATIF BD, a corporation registered in Delaware is subject to a franchise tax. We also evaluated the impact from the recent tax reforms in the United States, including the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and Health and Economic Recovery Omnibus Emergency Solutions Act (“HERO Act”), which were both passed in 2020, No material impact on the ATIF US is expected based on our analysis. We will continue to monitor the potential impact going forward.
Previous wording
For the three months ended October 31, 2024 and 2023, we did not recognized income tax expenses.
Current wording
For the three months ended January 31, 2025 and 2024, we did not recognize income tax expenses.
Previous wording
Net income (loss). As a result of foregoing, net loss was approximately $0.4 million for the three months ended October 31, 2024, a decrease of approximately $0.2 million from net loss of $0.6 million for the three months ended October 31, 2023.
Current wording
Net income (loss). As a result of foregoing, 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.
Previous wording
Our general and administrative expenses primarily consisted of salary and welfare expenses of management and administrative team, professional expenses, office expenses, operating lease expenses. The decrease in general and administrative expenses was primarily due to a decrease of approximately $0.2 million in payroll expenses because we adjusted monthly payroll expenses to Mr. Jun Liu from $20,000 to $1 since February 2024, and a decrease of approximately $0.1 million in office expenses.
Current wording
General and administrative expenses. Our general and administrative expenses primarily consisted of salary and welfare expenses of management and administrative team, office expenses, operating lease expenses, and professional fees such as audit and legal fees. Our general and administrative expenses decreased from approximately $1.2 million in the six months ended January 31, 2024 to approximately $1.0 million in the same period of 2025, which was primarily due to decrease of payroll expenses from the compensation adjustments following changes in executive leadership roles.
Previous wording
For the three months ended October 31, 2024 and 2023, the Company reported a net loss of approximately $0.4 million and $0.6 million, respectively, and operating cash outflows approximately $0.8 million and operating cash inflows of approximately $0.2 million. In assessing the Company’s ability to continue as a going concern, the Company monitors and analyzes its cash and its ability to generate sufficient cash flow in the future to support its operating and capital expenditure commitments. Because of a history of net losses from operations, cash out from operating activities, and the requirement of additional capital to fund our current operating plan at October 31, 2024, these factors indicate the existence of an uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern.
Current wording
For the six months ended January 31, 2025 and 2024, we reported a net loss of approximately $2.3 million and $1.0 million, respectively, and operating cash outflows approximately $1.2 million and approximately $0.02 million. In assessing the ability to continue as a going concern, we monitors and analyzes cash and our ability to generate sufficient cash flow in the future to support its operating and capital expenditure commitments. Because of a history of net losses from operations, cash out from operating activities, and the requirement of additional capital to fund our current operating plan at January 31, 2025, these factors indicate the existence of an uncertainty that raises substantial doubt about our ability to continue as a going concern.
Previous wording
As of October 31, 2024, the Company had cash of approximately $0.5 million, short-term investments in trading securities of approximately $4.2 million, due from a related party of $0.9 million and accounts receivables of $0.2 million due from a related party, which were highly liquid. On the other hand, the Company had current liabilities of approximately $0.6 million. The Company’s cash and short-term investments in trading securities could well cover the current liabilities. 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 cost and expenses to generate positive operating cash flows and obtain financing from outside sources.
Current wording
As of January 31, 2025, we had cash of approximately $5.3 million, short-term investments in trading securities of approximately $2.8 million and due from a related party of $0.6 million, which were highly liquid. On the other hand, we had current liabilities of approximately $0.8 million. The cash and short-term investments in trading securities could well cover the current liabilities. Our 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 cost and expenses to generate positive operating cash flows and obtain financing from outside sources.
Previous wording
Net cash used in operating activities was approximately $0.8 million in three months ended October 31, 2024. Net cash used in operating activities was primarily comprised of net loss of approximately $0.4 million, adjusted for gain of approximately $0.1 million from investment in trading securities, and net changes in our operating assets and liabilities, principally comprising of a decrease of approximately $0.4 million in accounts payable, accrued expenses and other current liabilities because we paid litigation liabilities of approximately $0.3 million.
Current wording
Net cash used in operating activities was approximately $1.2 million in six months ended January 31, 2025. Net cash used in operating activities was primarily comprised of net loss of approximately $2.3 million, adjusted for loss of approximately $1.1 million from investment in trading securities, and net changes in our operating assets and liabilities, principally comprising of a decrease of $0.2 million in accounts receivable and a decrease of approximately $0.5 million in accounts payable, accrued expenses and other current liabilities because we paid litigation liabilities of approximately $0.3 million.
Previous wording
Net cash provided by operating activities was $0.2 million in the three months ended October 31, 2023. Net cash used in operating activities was primarily comprised of net loss of $0.6 million, adjusted for a loss of $0.1 million from investment in trading securities, and net changes in our operating assets and liabilities, principally comprising of (i) a increase of accounts receivable of $0.6 million due from a related party because we collected outstanding balance from the related party; (ii) a decrease of $57,030 in prepaid expenses and other current assets because we amortized prepaid promotion expenses in the amount of $72,000; (iii) a decrease of $70,000 in deferred revenues because the customers terminated agreements with the Company and the Company would not refund the advances from customers; and (iv) a decrease of $83,842 in accrued expenses and other current liabilities.
Current wording
Net cash used in operating activities was $17,413 in the six months ended January 31, 2024. Net cash used in operating activities was primarily comprised of net loss of approximately $1.0 million, adjusted for amortization of right of use assets of approximately $0.2 million, and net changes in our operating assets and liabilities, principally comprising of (i) a decrease of accounts receivable of approximately $0.2 million and $0.6 million, respectively, due from third party customers and related party customers as a result of collection of consulting fees from customers.
Previous wording
Net cash provided by investing activities was $9,016 for the three months ended October 31, 2024, primarily consisting of proceeds of $9,016 from redemption of investment in trading securities.
Current wording
Net cash provided by investing activities was $0.4 million for the six months ended January 31, 2025, primarily consisting of net collection of borrowings from a related party of $0.3 million.
Previous wording
Net cash used in investing activities was $0.4 million in the three months ended October 31, 2023, primarily consisting of payments of $0.4 million as investments in trading securities.
Current wording
Net cash used in investing activities was approximately $0.4 million in the six months ended January 31, 2024, primarily used in investment in trading securities of approximately $0.4 million.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
General and administrative expenses. Our general and administrative expenses primarily consisted of salary and welfare expenses of management and administrative team, professional expenses, office expenses, operating lease expenses. Our general and administrative expenses increased by $23,281, or 5%, from approximately $0.5 million for the three months ended January 31, 2024, to $0.5 million for the three months ended January 31, 2025.
Current report — wording carried from elsewhere
The following table summarizes the results of our operations for the six months ended January 31, 2025 and 2024, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such periods.
Current report — wording carried from elsewhere
During the six months ended January 31, 2025, we provided IPO assistance services to one customer and recognized revenues of $0.2 million. For the six months ended January 31, 2024, we provided certain IPO assistance services to four customers and recognized revenues of $150,000.
Current report — wording carried from elsewhere
Loss from investment in trading securities. Loss from investment in trading securities represented fair value changes from investment in trading securities, which was measured at market price. For the six months ended January 31, 2025 and 2024, we recorded an investment loss of approximately $1.1 million and $28,374, respectively.
Current report — wording carried from elsewhere
Income taxes. We are incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, we are not subject to tax on income or capital gains in the British Virgin Islands. Additionally, upon payments of dividends to the shareholders, no British Virgin Islands withholding tax will be imposed. ATIF Inc, ATIF BD, ATIF BC and ATIF BM were established in the U.S and are subject to federal and state income taxes on its business operations. The federal tax rate is 21% and state tax rate is 8.84%. We also evaluated the impact from the recent tax reforms in the United States, including the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and Health and Economic Recovery Omnibus Emergency Solutions Act (“HERO Act”), which were both passed in 2020, No material impact on the ATIF US is expected based on our analysis. We will continue to monitor the potential impact going forward. For the six months ended January 31, 2025 and 2024, we did not recognized income tax expenses.