ATIF Holdings Ltd
For the period ended Apr 30, 2025. Filed Jun 6, 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.
Apr 30, 2025 · Filed Jun 6, 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 2025-01-31; filed 2025-03-13.
0001213900-25-023696
Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of OperationsCurrent report: 10-Q
Period ended 2025-04-30; filed 2025-06-06.
0001213900-25-052099
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 61 previous paragraphs and 64 current paragraphs.
35 unchanged; 26 reworded; 2 added; 0 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 3 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 (2)
Current report
As of the date of this report, and in alignment with our long-term optimism about the Bitcoin (BTC) industry, we have begun our strategic expansion into the BTC sector with a five-year plan to accumulate 1,000 BTC through a combination of direct purchases and mining operations. We have tentatively selected West Texas as the primary location for our planned mining operations, driven by several key factors including Texas' favorable regulatory environment for digital asset mining, abundant and affordable land, and a well-developed, deregulated electricity market with competitive power costs. We have also engaged an industry professional to be responsible for the operation of the BTC business. As of the date of this report the Company has purchased 0.19 BTC in the open market. In the future, we plan to recruit more professionals and allocate more resources to further expand and develop this business.
Current report
In February 2025, we issued and sold 1,580,000 ordinary shares at a price of US$1 per share, and pre-funded warrants to purchase up to 887,553 Ordinary Shares, and in a concurrent private placement, restricted warrants to purchase an aggregate of up to 2,467,553 Ordinary Shares to certain non-affiliated institutional investors for gross proceeds of US$2.5 million. We recorded net proceeds of approximately $2.1 million.
Reworded paragraphs (26)
Previous 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.
Current wording
For the three months ended April 30, 2025 and 2024, we provided consulting services to one customer. For the nine months ended April 30, 2025 and 2024, we provided consulting services to two and four customers, respectively, 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 $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.
Current wording
Our total revenue generated from consulting services amounted to $0.25 million and $0.2 million for the three months ended April 30, 2025 and 2024, respectively. Our total revenue generated from consulting services amounted to $0.45 million and $0.35 million for the nine months ended April 30, 2025 and 2024, respectively.
Previous 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.
Current wording
***Revenues.***Our total revenue increased by $50,000, or 25%, from $0.2 million for the three months ended April 30, 2024, to $0.25 million for the three months ended April 30, 2025.
Previous 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.
Current wording
For the three months ended April 30, 2025, we provided IPO assistance services to one customer and recognized revenues of $0.25 million. For the three months ended April 30, 2024, we provided IPO assistance services to one customer and recognized revenues of $0.2 million.
Previous wording
***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 wording
***Selling expenses.***Our selling expenses primarily consisted of advertising and promotion expenses. For the three months ended April 30, 2025, our selling expenses was $nil, representing a decrease of $86,000, or 100%, from $86,000 for the three months ended April 30, 2024. The decrease was primarily due to a decrease of amortization expenses of for TV promotion videos.
Previous wording
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 wording
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 decreased by $0.2 million, or 31%, from approximately $0.6 million for the three months ended April 30, 2024, to $0.4 million for the three months ended April 30, 2025. The decrease was primarily due to decrease of payroll expenses from the compensation adjustments following changes in executive leadership roles.
Previous wording
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 wording
***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 April 30, 2025 and 2024, we recorded an investment loss of approximately $1.4 million and $0.3 million, respectively.
Previous 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.
Current wording
Net income (loss). As a result of foregoing, net loss was approximately $1.6 million for the three months ended April 30, 2025, an increase of loss of approximately $0.8 million from net loss of $0.8 million for the three months ended April 30, 2024.
Previous wording
Comparison of Operation Results for the Six Months ended January 31, 2025 and 2024
Current wording
Comparison of Operation Results for the Nine Months ended April 30, 2025 and 2024
Previous wording
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 wording
The following table summarizes the results of our operations for the nine months ended April 30, 2025 and 2024, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such periods.
Previous wording
***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 wording
***Revenues.***Our total revenue increased by $0.1 million from $0.35 million for the nine months ended April 30, 2024, to $0.45 million in nine months ended April 30, 2025.
Previous wording
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 wording
During the nine months ended April 30, 2025, we provided IPO assistance services to two customers and recognized revenues of $0.45 million. For the nine months ended April 30, 2024, we provided IPO assistance services to four customers and recognized revenues of $0.35 million.
Previous wording
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 wording
Selling expenses. Our selling expenses primarily consisted of advertising and promotion expenses. For the nine months ended April 30, 2025, our selling expenses was $120,000, representing a decrease of $131,000, or 52%, from $251,000 for the nine months ended April 30, 2024. The decrease was primarily due to a decrease of amortization expenses for TV promotion videos.
Previous wording
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 wording
As a percentage of sales, our absolute amount of selling expenses were 27% and 72% of our total revenues for the nine months ended April 30, 2025 and 2024, respectively.
Previous 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.
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 $1.8 million in the nine months ended April 30, 2024 to approximately $1.4 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
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 wording
As a percentage of sales, our general and administrative expenses were 309% and 521% of our total revenues for the nine months ended April 30, 2025 and 2024, respectively.
Previous 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.
Current wording
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 nine months ended April 30, 2025 and 2024, we recorded an investment loss of approximately $2.5 million and $0.3 million, respectively.
Previous wording
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.
Current wording
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 nine months ended April 30, 2025 and 2024, we did not recognized income tax expenses.
Previous wording
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 wording
Net loss. As a result of foregoing, net loss was approximately $3.9 million for the nine months ended April 30, 2025, an increase of loss of approximately $2.1 million from net loss of $1.8 million for the nine months ended April 30, 2024.
Previous 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.
Current wording
For the nine months ended April 30, 2025 and 2024, we reported a net loss of approximately $3.9 million and $1.8 million, respectively, and operating cash outflows approximately $2.1 million and approximately $0.08 million. In assessing the ability to continue as a going concern, we monitor and analyze cash and our ability to generate sufficient cash flow in the future to support our 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 April 30, 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 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.
Current wording
As of April 30, 2025, we had cash of approximately $6.7 million, short-term investments in trading securities of approximately $1.1 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 $0.3 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 $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.
Current wording
Net cash used in operating activities was approximately $2.1 million in nine months ended April 30, 2025. Net cash used in operating activities was primarily comprised of net loss of approximately $3.9 million, adjusted for loss of approximately $2.5 million from investment in trading securities, and net changes in our operating assets and liabilities, principally comprising of a decrease of $0.05 million in accounts receivable and a decrease of approximately $0.9 million in accounts payable, accrued expenses and other current liabilities because we paid litigation liabilities of approximately $0.8 million.
Previous 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.
Current wording
Net cash used in operating activities was $84,188 in the nine months ended April 30, 2024. Net cash used in operating activities was primarily comprised of net loss of approximately $1.8 million, adjusted for loss from investment of trading securities of approximately $0.3 million, and net changes in our operating assets and liabilities, principally comprising of (i) a decrease of accounts receivable of approximately $0.5 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, (ii) a decrease of prepaid expenses and other current assets of approximately $0.2 million due to amortization of prepaid advertising service fees, and (iii) an increase of accrued expenses and other current liabilities of approximately of $0.2 million as a result of accrual of payroll expenses and legal service fees.
Previous 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.
Current wording
Net cash provided by investing activities was $0.7 million for the nine months ended April 30, 2025, primarily consisting of net proceeds from investment in trading securities of approximately $0.4 million and net collection of borrowings from a related party of $0.3 million.
Previous 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.
Current wording
Net cash used in investing activities was approximately $0.7 million in the nine months ended April 30, 2024, primarily used in investment in trading securities of approximately $0.4 million and loans made to related parties of approximately $0.3 million.
Previous wording
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.
Current wording
Net cash provided by financing activities was approximately $6.9 million in the nine months ended April 30, 2025, which represented proceeds from issuance of ordinary shares.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Net cash provided by financing activities was approximately $2.3 million in the nine months ended April 30, 2024, which represented proceeds from issuance of ordinary shares.