ATIF Holdings Ltd 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures, which is defined in Rules 13a-15(e) of the Exchange Act, as of July 31, 2022. Based on that evaluation, our management has concluded that, as of July 31, 2022, our disclosure controls and procedures were not effective in ensuring that the information required to be disclosed by us in the reports that we file and furnish under the Exchange Act was recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our conclusion is based on the fact that we do not have sufficient full-time accounting and financial reporting personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, to address complex U.S. GAAP accounting issues and the related disclosures under U.S. GAAP. In addition, there was a lack of sufficient documented financial closing procedure and a lack of risk assessment in accordance with COSCO 2013 framework. Our management is currently in the process of evaluating the steps necessary to remediate the ineffectiveness, such as (i) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework, and (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel, and (iii) establishing an internal audit function and standardizing the Company’s semi-annual and year-end closing and financial reporting processes. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. In assessing our internal control over financial reporting, prior to the offering in April 2019, we have been a private company with limited accounting personnel and other resources to address our internal controls and procedures. Our independent registered public accounting firm, has not conducted an audit of our internal control over financial reporting. However, in connection with the audits of our consolidated financial statements for the year ended July 31, 2022, we identified four “material weaknesses” in our internal control over financial reporting. ● We did not have sufficient personnel with appropriate levels of accounting knowledge and experience to address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP. Specifically, our control did not operate effectively to ensure the appropriate and timely analysis of and accounting for unusual and non-routine transactions and certain financial statement accounts; 54 ● We have not established an internal control department and had a lack of adequate policies and procedures in internal audit function to ensure that our policies and procedures have been carried out as planned; ● We have not established sufficient risk assessment in accordance with the requirement of COSCO 2013 Framework; and ● We did not have sufficient documented financial closing policies and procedures. A material weakness is a deficiency, or a combination of deficiencies, within the meaning of PCAOB Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We have hired additional accounting staffs and are in the progress of improving our system security environment and conducting regular backup plan and penetration testing to ensure the network and information security. In addition, we plan to address the weaknesses identified above by implementing the following measures: Furthermore, we are in the process of implementing a number of measures to address the first to third material weakness that has been identified, including: 1) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework; and 2) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel. Especially for the identified material weakness related to internal control, we will hire experts to improve and test our internal control and the set up a series of standard and recurring internal audit work procedures before July 2023. We schedule to will perform self-assessment of internal control effectiveness on a continuous basis, which will be led by our accounting and risk management department within year 2023. We will also hire more competent personnel and involve professional service companies to help us implement SOX 404 compliance together with the establishment of our internal audit function. However, we cannot assure you that we will remediate our material weaknesses in a timely manner. Attestation Report of the Registered Public Accounting Firm This annual report on Form 10-K does not include an attestation report of our registered public accounting firm regarding the effectiveness of the Company’s internal control over financial reporting, as such report is not required due to the Company’s status as a smaller reporting company. Changes in Internal Control over Financial Reporting Except as disclosed above, there have been no changes in our internal controls over financial reporting that occurred during fiscal quarter ended July 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTS INSPECTIONS Not applicable. 55 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors, Executive Officers and Significant Employees The following table and text set forth the names and ages of our current directors, executive officers and significant employees as of the date of this annual report. Our Board of Directors is comprised of five (5) members. Name Age Position(s) Jun Liu 46 President, Chief Executive Officer, Chairman and Director Yue Ming 35 Chief Financial Officer and Director Kwong Sang Liu 61 Independent Director Yongyuan Chen 60 Independent Director Lei Yang 42 Independent Director Business Experience Mr. Jun Liu has been our director since June 2019, our President and Chairman since July 2020 and our Chief Executive Officer since August 2021, also having previously served as our Chief Executive Officer from June 2019 to July 2020. Since November 2015, Mr. Liu has served as the President and Director of Asian Equity Exchange Group Co., Ltd., a subsidiary of a U.S. public company Asia Equity Exchange Group, Inc. (“AEEX”), a corporation that develops and manufactures software solutions for equity market. Mr. Liu served as the Chairman of the Board of Directors, President, and CEO of AEEX from July 2015 to September 2017. From December 2000 to December 2001, he served as the head of marketing for the South China Branch of Alibaba. Mr. Liu received his Ph.D. in International Finance from Camden University U.S.A. in 2015 and his bachelor’s degree in Applied Physics from the Harbin Institute of Technology in 1998. Mr. Liu has over 20 years of enterprise management experience and served in management positions at Fortune 500 companies. Mr. Liu is well qualified to serve on our board of directors based on his management experience and prior executive experience serving in public and private companies. Ms. Yue Ming has been our Chief Financial Officer (“CFO”) and director since August 2021. She has served as our accountant since August 1, 2018. Prior to joining the Company, she was employed by Asia Equity Exchange Group, Inc. and acted as financial manager from December 1, 2014 to July 31, 2018. Ms. Ming started her accounting career at Shenzhen Huitian Accounting Firm on July 1, 2009 after she graduated from Central China Normal University where she majored in international trade. Ms. Ming has more than 10 years of corporate finance and accounting experience. Based on the above and Ms. Ming’s experience in finance and accounting, we believe that Ms. Ming is well qualified to serve on our board of directors. Mr. Kwong Sang Liu has served as our independent director since April 2019. Since May 1997, Mr. Liu has managed K.S. Liu & Company, CPA Limited, a company he founded. He is currently a non-executive director in a number of Hong Kong Stock Exchange listed companies. Mr. Liu graduated with honors from the Hong Kong Polytechnic University with a bachelor’s degree in Accountancy in 1997 and obtained a Master of Business Administration degree from the University of Lincoln, England in 2002. He is a chartered tax advisor of the Institute of Chartered Accountants in England and Wales, the Association of Chartered Certified Accountants, the Institute of Financial Accountants of the United Kingdom, the Institute of Public Accountants of Australia, the Institute of Certified Public Accountants of Hong Kong, the Taxation Institute of Hong Kong, and the Society of Registered Financial Planners. Mr. Liu has been a practicing accountant in Hong Kong for over 20 years specializing in audit, taxation and corporate financial advisory. Based on the above qualifications and Mr. Liu’s experience in finance and accountancy, the Company believes Mr. Liu is qualified to be on the Board. Mr. Yongyuan Chen has served as our independent director since April 2019. He is currently the director of China Commercial Law Co. Australia Pty Limited specializing in foreign investment, merger, and acquisition and intellectual property laws. He received a bachelor’s degree in international law from Jilin University of China in 1986, a Master’s degree in international economic law from Renmin University of China in 1988, and a Doctor’s degree in law from the University of Sydney in 2002. He formerly served as legal counsel of the Ministry of Foreign Economic Relations and Trade, China National Technology Import and Export Corporation, and chief of the Policy and Regulation Division of Shenzhen Science and Technology Bureau. From April 2011, Mr. Chen has worked as senior partner at Guangdong Huashang Law Firm, Sydney Branch. Mr. Chen has been a practicing lawyer in China and Australia for over 20 years. The Board believes that Mr. Chen’s extensive experience and legal background qualifies him to serve on the Board. 56 Ms. Lei Yang has served as our independent director since August 2021. She received her first master’s degree in Information Management from Nanjing University in 2004, and her second master’s degree in Accounting from Bentley University in 2010. Ms. Yang is certified by the American Institute of Certified Public Accountants. Ms. Yang has 17 years working experience in several Fortune 500 companies, engaged in business analysis, internal audit, and financial management, etc. She received her first master’s degree in Information Management from Nanjing University in 2004, and her second master’s degree in Accounting from Bentley University in 2010. Ms. Yang is an American Institute of Certified Public Accountants Certified and an economist. Based on the above qualifications and Ms. Yang’s experience in management, the Board believes Ms. Yang is well qualified to serve on the Board. Involvement in Certain Legal Proceedings To the best of our knowledge, during the past ten years, none of our directors or executive officers were involved in any of the following: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. Family Relationships and Arrangements None of the directors or executive officers have a family relationship as defined in Item 401 of Regulation S-K. Code of Business Conduct and Ethics for Employees, Executive Officers, and Directors We adopted a code of business conduct and ethics (the “Code of Conduct”) on December 11, 2018, which is applicable to all of our employees, executive officers and directors. The Code of Conduct is available at the Investors Relations section of our website at https://ir.atifchina.com/. Information contained on or accessible through this website is not a part of this Annual Report, and the inclusion of such website address in this Annual Report is an inactive textual reference only. Any amendments to the Code of Conduct, or any waivers of its requirements, are expected to be disclosed on its website to the extent required by applicable rules and exchange requirements. Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and Annual Reports concerning their ownership, of Common Stock and other of our equity securities on Forms 3, 4, and 5, respectively. Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. For the fiscal year ended July 31, 2022, our executive officers and directors and persons who own more than 10% of a registered class of our equity securities were not subject to Section 16 of the Exchange Act. Board Practices Pursuant to our amended and restated articles of association, the minimum number of directors shall consist of not less than one person unless otherwise determined by resolution of directors or resolution or shareholders and by filing an amended version of the articles of association at the BVI Registry of Corporate affairs approving such change. Unless removed or re-appointed, each director shall be appointed for a term fixed by the resolution of members or resolution of directors appointing the director. 57 Controlled Company Mr. Jun Liu beneficially owns approximately 54.7% of the aggregate voting power of our outstanding ordinary shares. As a result, we are deemed a “controlled company” for the purpose of the Nasdaq listing rules and are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including: ● the requirement that our director nominees be selected or recommended solely by independent directors; and ● the requirement that we have a nominating and corporate governance committee and a compensation committee that are composed entirely of independent directors with a written charter addressing the purposes and responsibilities of the committees. Although we do not intend to rely on the controlled company exemptions under the Nasdaq listing rules even though we are deemed a controlled company, we could elect to rely on these exemptions in the future, and if so, you would not have the same protection afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. Board of Directors Our board of directors consist of five directors as of the date of this annual report. Our board of directors is responsible for establishing broad corporate policies and for overseeing our overall performance. Our board of directors reviews significant developments affecting us and acts on other matters requiring its approval. Duties of Directors Under British Virgin Islands law, our directors owe fiduciary duties both at common law and under statute, including a statutory duty to act honestly, in good faith and with a view to our best interests. When exercising powers or performing duties as a director, our directors also have a duty to exercise the care, diligence and skills that a reasonable director would exercise in comparable circumstances, taking into account without limitation the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree to the company acting in a manner that contravenes our amended and restated memorandum and articles of association or the BVI Act. In fulfilling their duty of care to us, our directors must ensure compliance with our amended and restated memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached. The functions and powers of our board of directors include, among others: ● appointing officers and determining the term of office of the officers; ● authorizing the payment of donations to religious, charitable, public or other bodies, clubs, funds, or associations as deemed advisable; ● exercising the borrowing powers of the company and mortgaging the property of the company; ● executing checks, promissory notes, and other negotiable instruments on behalf of the company; and ● maintaining or registering a register of relevant charges of the company. 58 Terms of Directors and Executive Officers Each of our directors holds office until a successor has been duly elected and qualified unless the director was appointed by the board of directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director is eligible for reelection. All of our executive officers are appointed by and serve at the discretion of our board of directors. Our current directors were re-elected by our shareholders at our 2022 Annual General Meeting, which was held on July 25, 2022, until the next shareholders meeting and until their successors are duly elected and qualified. Qualification There is currently no shareholding qualification for directors. Board Composition, Committees and Independence Under the rules of NASDAQ, “independent” directors must make up a majority of a listed company’s Board of Directors. In addition, applicable NASDAQ rules require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent within the meaning of the applicable NASDAQ rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Our Board has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise the director’s ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board determined that Messrs. Kwong Sang Liu and Yongyuan Chen, and Ms. Lei Yang are independent directors as defined in the listing standards of NASDAQ and SEC rules and regulations. A majority of our directors are independent, as required under applicable NASDAQ rules. As required under applicable NASDAQ rules, our independent directors will meet in regularly scheduled executive sessions at which only independent directors are present. Committees of the Board of Directors We have established three committees under the board of directors: an audit committee, a compensation committee, and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Copies of the charters for each committee are available at http://ir.atifchina.com. Each committee’s members and functions are described below. Audit Committee . Our audit committee consists of Messrs. Kwong Sang Liu and Yongyuan Chen, and Ms. Lei Yang. Mr. Kwong Sang Liu is the chairman of our audit committee. We have determined that Messrs. Kwong Sang Liu and Yongyuan Chen, and Ms. Lei Yang satisfy the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act. Our board also has determined that Mr. Kwong Sang Liu qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq Listing Rules. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. 59 Compensation Committee. Our compensation committee consists of Messrs. Kwong Sang Liu and Yongyuan Chen, and Ms. Lei Yang. Ms. Lei Yang is the chairman of our compensation committee. We have determined that Messrs. Kwong Sang Liu and Yongyuan Chen, and Ms. Lei Yang satisfy the “independence” requirements of Section 5605(a)(2) of the NASDAQ Listing Rules and Rule 10A-3 under the Securities Exchange Act. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things: ● reviewing and approving to the board with respect to the total compensation package for our most senior executive officers; ● approving and overseeing the total compensation package for our executives other than the most senior executive officers; ● reviewing and recommending to the board with respect to the compensation of our directors; ● reviewing periodically and approving any long-term incentive compensation or equity plans; ● selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and ● programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans. Nominating and Corporate Governance Committee. Our nominating and corporate governance committee currently consists of Messrs. Kwong Sang Liu and Yongyuan Chen, and Ms. Lei Yang. Mr. Yongyuan Chen is the chairman of our nominating and corporate governance committee. Messrs. Kwong Sang Liu and Yongyuan Chen, and Ms. Lei Yang satisfy the “independence” requirements of Section 5605(a)(2) of the NASDAQ Listing Rules and Rule 10A-3 under the Securities Exchange Act. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things: ● identifying and recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy; ● reviewing annually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to us; ● identifying and recommending to our board the directors to serve as members of committees; ● advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. Director Qualifications In accordance with its charter, our nominating and corporate governance committee develops and recommends to our board of directors appropriate criteria, including desired qualifications, expertise, skills and characteristics, for selection of new directors and periodically reviews the criteria adopted by our board of directors and, if appropriate, recommends changes to such criteria. 60 Board Diversity Our board of directors desires to seek members from diverse professional backgrounds who combine a strong professional reputation and knowledge of our business and industry with a reputation for integrity. Our board of directors does not have a formal policy with respect to diversity and inclusion but is in process of establishing a policy on diversity. Diversity of experience, expertise and viewpoints is one of many factors the nominating and corporate governance committee considers when recommending director nominees to our board of directors. Further, our board of directors is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which new candidates are selected. Our board of directors also seeks members that have experience in positions with a high degree of responsibility or are, or have been, leaders in the companies or institutions with which they are, or were, affiliated, but may seek other members with different backgrounds, based upon the contributions they can make to our company. We believe that our current board composition reflects our commitment to diversity in the areas of gender and professional background. Board Diversity Matrix (as of October 25, 2022) Total Number of Directors 5 Female Male Part I: Gender Identity Directors 2 3 Part II: Demographic Background Asian 2 3 Indemnification Agreements We executed a standard form of indemnification agreement (“Indemnification Agreement”) with each of our Board members and executive officers (each, an “Indemnitee”). Pursuant to and subject to the terms, conditions and limitations set forth in the Indemnification Agreement, we agreed to indemnify each Indemnitee, against any and all expenses incurred in connection with proceedings relating to the Indemnitee’s service as our officer and or director, or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, or other entity or enterprise but only if the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interest, and in the case of a criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. In addition, the indemnification provided in the indemnification agreement is applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven. Additionally, the Indemnification Agreement establishes processes and procedures for indemnification claims, advancement of expenses and costs and contribution obligations. Employees As of July 31, 2022, we had approximately 11 full-time employees, including 1 in China and 10 in America. The table below sets forth the numbers of employees by functions as of July 31, 2022 Function Number of Employees % of Total Executive Office 1 9 % Financial Department 2 18 % IPO Department 3 27 % Engineering Department 3 27 % Marketing Department 2 18 % Total 11 100 % There is no labor union. We believe our relations with our employees are good. 61 ITEM 11. EXECUTIVE COMPENSATION Compensation for our Named Executive Officers The following table sets forth certain information with respect to compensation for the fiscal years ended July 31, 2022 and July 31, 2021 earned by or paid to our chief executive officer and principal executive officer, our principal financial officer, and our other most highly compensated executive officer. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Nonequity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Jun Liu* President and Chairman of ATIF, CEO of ATIF 2022 240,000 - - - - - 4,789 244,789 2021 240,000 5,969 245,969 Pishan Chi** Former CEO of ATIF 2022 26,132 - - - - - 5,533 31,665 2021 36,400 4,337 40,737 Fang Cheng *** Former CFO of ATIF 2022 12,374 - - - - - - 12,374 2021 32,900 32,900 Yue Ming **** CFO of ATIF 2022 25,200 - - - - - 5,046 30,246 2021 29,781 4,582 34,363 * Jun Liu was appointed as our president and chairman of our Board on July 10, 2020, and appointed as our CEO on August 4, 2021. ** Pishan Chi was appointed as our CEO on July 10, 2020 ceased to be our CEO on August 4, 2021. *** Fang Cheng ceased to be our CFO on August 4, 2021. **** Yue Ming was appointed as our CFO On August 4, 2021. 62 We are required by PRC laws and regulations to make contributions equal to certain percentages of each employee’s salary for his or her retirement benefit, medical insurance benefits, housing funds, unemployment, and other statutory benefits. We paid retirement and similar benefits for our executive officers for the fiscal years ended July 31, 2021 and 2022. Benefit Plans We do not have any profit sharing plan or similar plans for the benefit of our officers, directors or employees. However, we may establish such plan in the future. Equity Compensation Plan Information We do not have any equity compensation plan or similar plans for the benefit of our officers, directors or employees. However, we may establish such plan in the future. Outstanding Equity Awards as of July 31, 2022 We had no outstanding equity awards as of July 31, 2022. Nonqualified Deferred Compensation Our named executive officers did not participate in, nor earn any benefits under, a nonqualified deferred compensation plan during the fiscal year ended July 31, 2022. Employment Agreements and Arrangements Pursuant to employment agreements, the form of which is filed as Exhibit 10.3 to our F-1 registration statement filed with the SEC on December 11, 2018, we agree to employ each of our executive officers for a specified time period, which will be renewed upon both parties’ agreement thirty days before the end of the current employment term, and payment of cash compensation and benefits became payable when we became a public reporting company in the US. We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including but not limited to the commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense, willful disobedience of a lawful and reasonable order, fraud or dishonesty, receipt of bribery, or severe neglect of his or her duties. An executive officer may terminate his or her employment at any time with a one-month prior written notice. Each executive officer has agreed to hold, both during and after the employment agreement expires, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information. Our employment agreement with Fang Cheng, our former CFO, was for a term of three years beginning on October 1, 2018, and provided for an annual salary of $27,700, the payment of which commenced when we became a public reporting company in the US. For the year ended July 31, 2021, we paid salary and welfare expenses of $32,900 with Fang Cheng. On August 4, 2021, Fang Cheng resigned as our CFO, her employment agreement was terminated with immediate effect. Our employment agreement with Jun Liu, our President and Former CEO, is for a term of three years beginning on June 6, 2019, and provides for an annual salary of $240,000. On July 10, 2020, we amended our employment agreement with Jun Liu to clarify that he had ceased to be employed as our CEO and had been appointed as our president. On August 4, 2021, we amended our employment agreement with Jun Liu to include his appointment as the chief executive officer. Our employment agreement with Pishan Chi, our former CEO, was for a term of three years beginning on July 10, 2020, and provides for an annual salary of US$30,700. For the year ended July 31, 2021, we paid salary and welfare expenses of $36,400 with Pishan Chi. On August 4, 2021, Pishan Chi resigned as our CEO. Our employment agreement with Yue Ming, our CFO, is for a term of three years beginning on August 9,2021, and provides for an annual salary of US$25,200. 63 Other Benefits Our employees are eligible to participate in various employee benefit plans, including medical, dental, and vision care plans, flexible spending accounts for health and dependent care, life, accidental death and dismemberment, disability, and paid time off. Non-Employee Director Compensation The following table sets forth information concerning the compensation of non-employee directors for services rendered for the year ended July 31, 2022. Jun Liu and Yue Ming are our executive officers and employees and are not included in the table. All compensation earned by Mr. Liu and Ms. Ming for services rendered in their capacity as our executive officers and employees, is included under the heading in this section titled “Compensation for our Named Executive Officers.” Mr. Liu and Ms. Ming received no compensation for their service as a director. Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) All other compensation ($) Total ($) Kwong Sang Liu 18,000 - - - 18,000 Yongyuan Chen 18,000 - - - 18,000 Lei Yang 14,400 - - - 14,400 Emerging Growth Company Status We are an “emerging growth company,” as defined in the JOBS Act. As an emerging growth company we are exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our President and Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Act. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Ordinary Shares as of the date of this annual report. ● each of our directors and executive officers who beneficially own our Ordinary Shares; and ● each person known to us to own beneficially more than 5.0% of our Ordinary Shares. Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Ordinary Shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person is based on 9,627,452 Ordinary Shares outstanding as of October 25, 2022. Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Ordinary Shares underlying options, warrants, or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this annual report are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all Ordinary Shares shown as beneficially owned by them. 64 Ordinary Shares Beneficially Owned Number Percent Directors and Executive Officers (1) : Jun Liu (2) 5,268,330 54.7 % Yue Ming 0 * % Kwong Sang Liu 0 * % Yongyuan Chen 0 * % Lei Yang 0 * % All directors and executive officers as a group (five persons): 5,268,330 54.7 % 5% Shareholders: Tianzhen Investments Limited 3,440,860 35.7 % Eno Group Limited 1,820,000 18.9 % * Less than 1% (1) Unless otherwise indicated, the business address of each of the individuals is 25391 Commercentre Dr., Ste 200, Lake Forest, CA. (2) Jun Liu, our President, Chief Executive Officer and Chairman, may be deemed to beneficially own 5,268,330 ordinary shares (as adjusted to reflect the Reverse Split), which consists of (i) 3,440,860 ordinary shares, or approximately 35.7%, through his 100% ownership of Tianzhen Investments Limited, (ii) 1,820,000 ordinary shares, or approximately 18.9%, which are held indirectly through a voting rights proxy agreement with Eno Group Limited, which was assigned to Tianzhen Investments Limited. And (iii) 7,470 ordinary shares directly held by Mr. Liu. 65 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Transaction with related parties The following includes a summary of certain relationships and transactions, including transactions since August 1, 2020 to July 31, 2022 and any currently proposed transactions, to which we were or are to be a participant, in which (1) the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) one percent (1%) of the average of our total assets for the last two completed fiscal years, and (2) any of our directors, executive officers or holders of more than five percent (5%) of our capital stock, or any affiliate or member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest other than compensation and other arrangements that are described under the section titled “Executive Compensation.” In May 2022, we were engaged by Huaya, which is owned by Mr Pishan Chi, our employee and former CEO, to provide consulting services, which amounted to revenues of $762,000 from Huaya. During the year ended July 31, 2021, we had no transactions with related parties. As of July 31, 2022 and 2021, we had account receivable of $762,000 and $nil due from related parties. Related Person Transactions Policy We plan to adopt a new written related person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration, and oversight of “related person transactions.” For purposes of policy only, a “related person transaction” is a transaction, arrangement, or relationship (or any series of similar transactions, arrangements or relationships) in which we or any of our subsidiaries are participants involving an amount, as long as we are a SEC smaller reporting company, that exceeds the lesser of (a) $120,000 or (b) 1% of the average of our total assets for the last two completed fiscal years, in which any “related person” has a material interest. Transactions involving compensation for services provided to us as an employee, consultant or director will not be considered related person transactions under this policy. A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of any class of our voting securities (including our common stock), including any of their immediate family members and affiliates, including entities owned or controlled by such persons. Under the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of our voting securities, an officer with knowledge of a proposed transaction, must present information regarding the proposed related person transaction to our audit committee (or, where review by our audit committee would be inappropriate, to another independent body of our board of directors) for review. To identify related person transactions in advance, we will rely on information supplied by our executive officers, directors and certain significant shareholders. In considering related person transactions, our audit committee will take into account the relevant available facts and circumstances, which may include, but are not limited to: ● the risks, costs, and benefits to us; ● the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated; ● the terms of the transaction; ● the availability of other sources for comparable services or products; ● the terms available to or from, as the case may be, unrelated third parties; and ● our audit committee will approve only those transactions that it determines are fair and in our best interests. Director Independence A majority of our Board of Directors are independent directors, see the discussion above under the section “Item 10. Directors, Executive Officers and Corporate Governance–Board Composition, Committees and Independence.” 66 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Independent Auditor For the years ended July 31, 2022 and 2021, the Company’s independent public accounting firm was ZH CPA, LLC (“ZH CPA”). Fees Paid to Principal Independent Registered Public Accounting Firm The aggregate fees billed by our Independent Registered Public Accounting Firm, for the years ended July 31, 2022 and 2021 are as follows: For the Fiscal Years Ended July 31, 2022 2021 Audit Fees(1) $ 125,000 $ 165,000 Audit-Related Fees(2) 40,000 - Tax Fees(3) - - All Other Fees(4) - - Total $ 165,000 $ 165,000 (1) Audit fees represent fees for professional services provided in connection with the audit of our annual financial statements and the review of our quarterly financial statements and those services normally provided in connection with statutory or regulatory filings or engagements including comfort letters, consents and other services related to SEC matters. This information is presented as of the latest practicable date for this annual report. (2) Audit-related fees represent fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and not reported above under “Audit Fees.” (3) ZH CPA did not provide us with tax compliance, tax advice or tax planning services. (4) All other fees include fees billed by our independent auditors for products or services other than as described in the immediately preceding three categories. No such fees were incurred during the fiscal years ended July 31, 2022 and 2021. 67 The aggregate fees billed by Friedman LLP (“Friedman”), our former Independent Registered Public Accounting Firm, for the years ended July 31, 2022 and 2021 are as follows: For the Fiscal Years Ended July 31, 2022 2021 Audit Fees(1) $ - $ - Audit-Related Fees(2) 35,000 - Tax Fees(3) - - All Other Fees(4) - - Total $ 35,000 $ - (1) Audit fees represent fees for professional services provided in connection with the audit of our annual financial statements and the review of our quarterly financial statements and those services normally provided in connection with statutory or regulatory filings or engagements including comfort letters, consents and other services related to SEC matters. This information is presented as of the latest practicable date for this annual report. (2) Audit-related fees represent fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and not reported above under “Audit Fees.” (3) Friedman did not provide us with tax compliance, tax advice or tax planning services. (4) All other fees include fees billed by our independent auditors for products or services other than as described in the immediately preceding three categories. No such fees were incurred during the fiscal years ended July 31, 2022 and 2021. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm The policy of our audit committee is to pre-approve all audit and non-audit services provided by ZH CPA, LLC, our independent registered public accounting firm, including audit services, audit-related services, tax services and other services as described above. Our independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by our independent registered public accounting firm in accordance with this preapproval, and the fees for the services performed to date. All of the services relating to the fees described in the table above were approved by our audit committee. 68 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) (1) Financial Statements The following financial statements of the Company, and report of ZH CPA, LLC, independent registered public accounting firm, are included in this report: Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB #6413, Denver, CO) F-2 Consolidated Balance Sheets as of July 31, 2022 and 2021 F-3 Consolidated Statements of Operations and Comprehensive Income (loss) for the years ended July 31, 2022 and 2021 F-4 Consolidated Statements of Changes in Stockholders’ Equity for the years ended July 31, 2022 and 2021 F-5 Consolidated Statements of Cash Flows for the years ended July 31, 2022 and 2021 F-6 Notes to Consolidated Financial Statements F-7 to F-37 (2) Financial Statement Schedules All schedules have been omitted because the required information is included in the financial statements or notes thereto or because they are not required. 69 (3) Exhibits: The exhibits required by Item 601 of Regulation S-K are listed in subparagraph (b) below. (b) The following exhibits are filed as part of this Annual Report. Exhibit No. Description 3.1 Form of Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.1 to the registration statement on Form F-1 (File No. 333-228750), as amended, initially filed with the Securities and Exchange Commission on December 11, 2018) 3.2 Amendment No. 1 to Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 1.2 to Form 6-K filed with the Securities and Exchange Commission on September 8, 2021) 3.3 Amendment No. 2 to Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 1.3 to Form 6-K filed with the Securities and Exchange Commission on September 8, 2021) 4(vi)* Description of registrant’s securities 4.1 Registrant’s Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1 (File No. 333-228750), as amended, initially filed with the Securities and Exchange Commission on December 11, 2018) 4.2 Form of Warrant (incorporated herein by reference to Exhibit 4.1 to Form 6-K filed with the Securities and Exchange Commission on November 4, 2020) 4.3 Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.2 to Form 6-K filed with the Securities and Exchange Commission on November 4, 2020) 4.4 Form of Warrant (incorporated herein by reference to Exhibit 4.18 to Form F-1 filed with the Securities and Exchange Commission on April 27, 2021) 4.5 Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.19 to Form F-1 filed with the Securities and Exchange Commission on April 27, 2021) 10.1 Agreement of Website (CNNM) Transfer dated September 20, 2018, between ATIF HK and Shenzhen Shangyuan Electronic Commerce Ltd. (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-1 (File No. 333-228750), as amended, initially filed with the Securities and Exchange Commission on December 11, 2018) 10.2# Form of Employment Agreement by and between executive officers and the Registrant (incorporated herein by reference to Exhibit 10.3 to the registration statement on Form F-1 (File No. 333-228750), as amended, initially filed with the Securities and Exchange Commission on December 11, 2018) 10.3# Form of Indemnification Agreement between directors and the Registrant (incorporated herein by reference to Exhibit 10.4 to the registration statement on Form F-1 (File No. 333-228750), as amended, initially filed with the Securities and Exchange Commission on December 11, 2018) 10.4 Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to Form 6-K filed with the Securities and Exchange Commission on November 4, 2020) 10.5 Sale and Purchase Agreement regarding issued shares of Leaping Group Co., Ltd. (incorporated herein by reference to Exhibit 99.1 to Form 6-K filed with the Securities and Exchange Commission on January 19, 2021) 10.6 Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 4.17 to Form F-1 filed with the Securities and Exchange Commission on April 27, 2021) 10.7 Consulting Agreement entered into between ATIF Holdings Limited and Massimo Motor Sports, LLC dated August 10, 2022 (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed with the Securities and Exchange Commission on August 18, 2022) 10.8* Share Transfer Agreement dated May 20, 2022 between ATIF Holdings Inc. and Pishan Chi 10.9* Sale and Purchase Agreement dated August 1, 2022 between ATIF Inc. and Asia Time (HK) International Finance Service Limited 14.1 Code of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 99.1 to the registration statement on Form F-1 (File No. 333-228750), as amended, initially filed with the Securities and Exchange Commission on December 11, 2018) 21.1* List of subsidiaries of the Registrant 23.1* Consent of Dentons (Guangzhou) LLP 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101. INS* Inline XBRL Instance Document 101. SCH* Inline XBRL Taxonomy Extension Schema Document 101. CAL* Inline XBRL Taxonomy Calculation Linkbase Document 101. DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101. LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101. PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith # Indicates management contract or compensatory plan or arrangement. ITEM 16. Form 10-K Summary None. 70 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: November 2, 2022 ATIF Holdings Limited By: /s/ Jun Liu Name: Jun Liu Title: Chief Executive Officer ( Principal Executive Officer ) By: /s/ Yue Ming Name: Yue Ming Title: Chief Financial Officer ( Principal Financial Officer ) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Jun Liu Chief Executive Officer and Chairman of the Board November 2, 2022 Jun Liu ( Principal Executive Officer ) /s/ Yue Ming Chief Financial Officer and Director November 2, 2022 Yue Ming ( Principal Financial and Accounting Officer ) /s/ Kwong Sang Liu Director November 2, 2022 Kwong Sang Liu /s/ Yongyuan Chen Director November 2, 2022 Yongyuan Chen /s/ Lei Yang Director November 2, 2022 Lei Yang 71 FINANCIAL STATEMENTS Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB # 6413 , Denver, CO) F-2 Consolidated Balance Sheets as of July 31, 2022 and 2021 F-3 Consolidated Statements of Operations and Comprehensive Income (loss) for the years ended July 31, 2022 and 2021 F-4 Consolidated Statements of Changes in Stockholders’ Equity for the years ended July 31, 2022 and 2021 F-5 Consolidated Statements of Cash Flows for the years ended July 31, 2022 and 2021 F-6 Notes to Consolidated Financial Statements F-7 to F-37 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of ATIF Holdings Limited Opinion on the Financial Statements We have audited the accompanying balance sheets of ATIF Holdings Limited and its subsidiaries (“the Company”) as of July 31, 2022 and 2021, and the related statements of income(loss), comprehensive income(loss), stockholders’ equity, and cash flows for each of the years in the two-year period ended July 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two- year period ended July 31, 2022, in conformity with accounting principles generally accepted in the United States of America. The Company’s ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred significant losses and negative cash flows from operating activities. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s evaluation of the events and conditions and plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ ZH CPA, LLC We have served as the Company’s auditor since 2021. Denver, Colorado November 2, 2022 1600 Broadway, Suite 1600, Denver, CO, 80202, USA. Phone: 1.303.386.7224 Fax: 1.303.386.7101 Email: admin@zhcpa.us F- 2 ATIF HOLDINGS LIMITED CONSOLIDATED BALANCE SHEETS As of July 31, 2022 2021 ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,750,137 $ 5,596,740 Accounts receivable – a related party 762,000 - Deposits 141,000 234,580 Investment in trading securities 33,346 1,027,509 Due from buyers of Leaping Group Corporation (“LGC”) (Note 4) 2,654,767 2,300,000 Prepaid expenses and other current assets 651,210 688,451 Total current assets 5,992,460 9,847,280 Long-term investment 335,000 - Property and equipment, net 272,700 572,027 Intangible assets, net 153,331 233,331 Right-of- use assets, net 1,383,464 745,125 TOTAL ASSETS $ 8,136,955 $ 11,397,763 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable $ 482 $ 482 Deferred revenue 90,785 370,948 Taxes payable - 58,017 Accrued expenses and other current liabilities 2,274,771 514,863 Operating lease liabilities, current 433,061 382,298 Total current liabilities 2,799,099 1,326,608 Operating lease liabilities, noncurrent 985,249 387,307 TOTAL LIABILITIES 3,784,348 1,713,915 Commitments EQUITY Ordinary shares, $ 0.001 par value, 100,000,000,000 shares authorized, 9,627,452 shares and 9,161,390 shares issued and outstanding as of July 31, 2022 and 2021, respectively * 9,627 9,161 Additional paid-in capital 29,496,350 31,428,619 Statutory reserve 355,912 355,912 Accumulated deficit ( 24,965,827 ) ( 22,055,433 ) Accumulated other comprehensive loss ( 174,410 ) ( 175,220 ) Total ATIF Holdings Limited Stockholders’ equity 4,721,652 9,563,039 Noncontrolling interest ( 369,045 ) 120,809 TOTAL LIABILITIES AND EQUITY $ 8,136,955 $ 11,397,763 * Retrospectively restated due to five for one reverse stock split, see Note 16. The accompanying notes are an integral part of these consolidated financial statements. F- 3 ATIF HOLDINGS LIMITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Years Ended July 31, 2022 2021 Revenues – third parties $ 905,310 $ 936,935 Revenues – a related party 762,000 - Revenues 1,667,310 936,935 Cost of revenues ( 660,000 ) - Gross profit 1,007,310 936,935 Operating expenses: Selling expenses 569,529 439,174 General and administrative expenses 2,651,361 2,919,675 Provision for doubtful accounts - - Impairment of long-lived assets - - Total operating expenses 3,220,890 3,358,849 Loss from operations ( 2,213,580 ) ( 2,421,914 ) Other income (expenses): Interest income, net 354,832 313 Other (expenses) income, net ( 123,296 ) ( 84,194 ) (Loss) gain from investment in trading securities ( 2,432,107 ) ( 258,738 ) Gain from disposal of subsidiaries and VIE 1,043,052 390,183 Total other (expense) income, net ( 1,157,519 ) 47,564 Loss before income taxes ( 3,371,099 ) ( 2,374,350 ) Income tax provision - - Net loss from continuing operations ( 3,371,099 ) ( 2,374,350 ) Net loss from discontinued operations - ( 6,625,898 ) Net loss ( 3,371,099 ) ( 9,000,248 ) Less: Net loss attributable to non-controlling interests 460,705 436,474 Net loss attributable to ATIF Holdings Limited ( 2,910,394 ) ( 8,563,774 ) Other comprehensive income (loss): Total foreign currency translation adjustment 810 ( 283,677 ) Comprehensive loss ( 3,370,289 ) ( 9,283,925 ) Less: comprehensive loss attributable to non-controlling interests 460,705 295,985 Comprehensive loss attributable to ATIF Holdings Limited $ ( 2,909,584 ) $ ( 8,987,940 ) Loss Per share – basic and diluted $ ( 0.31 ) $ ( 0.90 ) Loss Per share from continuing operations – basic and diluted $ ( 0.31 ) $ ( 0.26 ) Loss Per share from discontinued operations – basic and diluted $ - $ ( 0.64 ) Weighted Average Shares Outstanding* Basic and diluted 9,511,045 9,483,010 * Retrospectively restated due to five for one reverse stock split, see Note 16. The accompanying notes are an integral part of these consolidated financial statements. F- 4 ATIF HOLDINGS LIMITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED JULY 31, 2022 AND 2021 Ordinary Share Additional Paid in Statutory Accumulated Accumulated Other Comprehensive Noncontrolling Shares* Amount Capital Reserves deficit Loss interests Total Balance at July 31, 2020 9,402,935 $ 9,402 $ 30,593,370 $ 355,912 $ ( 13,491,659 ) $ ( 63,766 ) $ 17,214,483 $ 34,617,742 Cancellation of ordinary shares in connection with disposal of LGC ( 1,111,110 ) ( 1,111 ) ( 5,998,881 ) - - - - ( 5,999,992 ) Issuance of ordinary shares pursuant to registered direct offering 869,565 870 2,790,087 - - - - 2,790,957 Issuance of warrants pursuant to registered direct offering - - 744,043 - - - - 744,043 Injection from shareholders - - 3,300,000 - - - - 3,300,000 Disposal of LGC - - - - - ( 105,257 ) ( 16,516,711 ) ( 16,621,968 ) Disposal of Qianhai - - - - - 136,991 - 136,991 Net loss for the year - - - - ( 8,563,774 ) - ( 436,474 ) ( 9,000,248 ) Foreign currency translation adjustment - - - - - ( 143,188 ) ( 140,489 ) ( 283,677 ) Balance at July 31, 2021 9,161,390 $ 9,161 $ 31,428,619 $ 355,912 $ ( 22,055,433 ) $ ( 175,220 ) $ 120,809 $ 9,683,848 Issuance of ordinary shares pursuant to exercise of warrants 459,986 460 1,067,737 - - - - 1,068,197 Issuance of ordinary shares as fractional shares of reverse stock split* 6,076 6 ( 6 ) - - - - - Withdrawal of investment by a limited partner of ATIF LP (Note 1) - - ( 3,000,000 ) - - - - ( 3,000,000 ) Appropriation of investment gain to the limited partner of ATIF LP (Note 1) - - - - - - ( 29,149 ) ( 29,149 ) Net loss for the year - - - - ( 2,910,394 ) - ( 460,705 ) ( 3,371,099 ) Foreign currency translation adjustment - - - - - 810 - 810 Balance at July 31, 2022 9,627,452 $ 9,627 $ 29,496,350 $ 355,912 $ ( 24,965,827 ) $ ( 174,410 ) $ ( 369,045 ) $ 4,352,607 * Retrospectively restated due to five for one reverse stock split, see Note 16. The accompanying notes are an integral part of these consolidated financial statements. F- 5 ATIF HOLDINGS LIMITED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended July 31, 2022 2021 Cash flows from operating activities: Net loss $ ( 3,371,099 ) ( 9,000,248 ) Less: net loss from discontinued operations - 6,625,898 Net loss from continuing operations ( 3,371,099 ) ( 2,374,350 ) Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities: Depreciation and amortization 158,605 208,956 Amortization of right-of-use assets 424,400 513,082 Loss from disposal of property and equipment 39,313 - Loss (Gain) from investment in trading securities 2,432,107 258,738 Changes in operating assets and liabilities: Accounts receivable – a related party ( 762,000 ) - Due from buyers of Leaping Group Corporation ( 354,767 ) - Deposits 93,668 133,848 Prepaid expenses and other current assets 37,241 11,922 Deferred revenue ( 244,675 ) ( 178,885 ) Taxes payable ( 55,809 ) ( 643,789 ) Accrued expenses and other liabilities 1,870,108 28,412 Lease liabilities ( 414,036 ) ( 505,372 ) Net cash used in operating activities from continuing operations ( 146,944 ) ( 2,547,438 ) Net cash used in operating activities from discontinued operations - ( 119,612 ) Net cash used in operating activities ( 146,944 ) ( 2,667,050 ) Cash flows from investing activities: Purchase of property and equipment ( 101,950 ) ( 106,505 ) Proceeds from disposal of property and equipment 283,359 - Payment for investment in trading securities ( 1,437,944 ) ( 367,571 ) Investment in an equity investee ( 335,000 ) - Collection of investment deposit for life insurance contract - 1,217,456 Net cash (used in) provided by investing activities from continuing operations ( 1,591,535 ) 743,380 Net cash provided by investing activities from discontinued operations - 118,541 Net cash (used in) provided by investing activities ( 1,591,535 ) 861,921 Cash flows from financing activities: Capital contribution - 3,300,000 Withdrawal of capital contribution limited partners of ATIF LP ( 3,000,000 ) - Payment of investment gains to the limited partner of ATIF LP ( 29,149 ) - Proceeds from issuance of ordinary shares pursuant to a registered direct offering, net of issuance cost - 3,535,000 Proceeds from exercise of warrants 1,068,203 - Proceeds from related party borrowings - - Repayment of related party borrowings - - Net cash (used in) provided by financing activities from continuing operations ( 1,960,946 ) 6,835,000 Net cash used in financing activities from discontinued operations - - Net cash (used in) provided by financing activities ( 1,960,946 ) 6,835,000 Effect of exchange rate changes on cash ( 147,178 ) 138,611 Net (decrease) increase in cash from continuing operations ( 3,846,603 ) 5,187,083 Net increase (decrease) in cash from discontinued operations - ( 18,601 ) Cash from continuing operations, beginning of year 5,596,740 409,657 Cash from discontinued operations, beginning of year - 18,601 Cash, end of year $ 1,750,137 $ 5,596,740 Less: Cash from discontinued operations, end of year - - Cash from continuing operations, end of year $ 1,750,137 $ 5,596,740 Supplemental disclosure of cash flow information: Cash paid for interest expenses $ - $ - Cash paid for income tax $ - $ - Supplemental disclosure of Non-cash investing and financing activities of continuing operations Collection of ordinary shares in connection with disposal of LGC $ - $ 5,999,992 Receivable in connection with disposal of LGC $ - $ 2,300,000 Right-of-use assets obtained in exchange for operating lease obligations $ - $ 807,531 Supplemental disclosure of Non-cash investing and financing activities of discontinued operations Common shares issued for acquisition of LGC $ - $ - Debt conversion for acquisition of LGC $ - $ - Net assets acquired from LGC $ - $ - Net liabilities derecognized for termination of VIE $ - $ ( 405,823 ) Right-of-use assets obtained in exchange for operating lease obligations $ 1,062,391 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 6 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS ATIF Holdings Limited (“ATIF” or the “Company”), formerly known as Eternal Fairy International Limited and Asia Times Holdings Limited, was incorporated under the laws of the British Virgin Islands (“BVI”) on January 5, 2015, as a holding company to develop business opportunities in the People’s Republic of China (the “PRC” or “China”). The Company adopted its current name on March 7, 2019. ATIF owns 100 % equity interest of ATIF Limited (“ATIF HK”), formerly known as China Elite International Holdings Limited and Asia Times International Finance Limited, a limited liability company established in Hong Kong on January 6, 2015, and adopted its current name on March 7, 2019. ATIF HK acquired a financial and news media platform www.chinacnnm.com in September 2018. On May 20, 2015, ATIF HK incorporated Huaya Consultant (Shenzhen) Co., Ltd. (“Huaya”) as a Wholly Foreign Owned Enterprise (“WFOE”) in China. On September 5, 2018, Huaya entered into a series of contractual arrangements with the owners of Qianhai Asia Era (Shenzhen) International Financial Service Co., Ltd. (“Qianhai”), a company incorporated on November 3, 2015, under the laws of China with a registered capital of RMB 5 million (approximately $ 0.75 million), which had been fully funded in December 2017. Qianhai is primarily engaged in providing business advisory and financial consulting services to small and medium-sized enterprise customers in the PRC. Qianhai originally owned a 100 % controlled subsidiary Qianhai Asia Era (Shenzhen) International Fund Management Co., Ltd. (“Asia Era Fund”), which had limited operation since its inception on December 11, 2015. In connection with the reorganization of the legal structure for the initial public offering (“IPO”) of the Company, Asia Era Fund was spun off in two steps in August 2018 through September 2018. On January 21, 2021, the Company incorporated ATIF-1 GP, LLC (“ATIF GP”) under the laws of Delaware of the United States. ATIF GP is a wholly owned subsidiary of the Company, and focuses on fund management business. On February 16, 2021, ATIF-1, LP (“ATIF LP”) was established as a private equity fund through our indirectly-wholly owned subsidiary, ATIF-1 GP, LLC (“ATIF GP”), a Delaware limited liability company, as the general partner. As of July 31, 2022, the Company owns 76.6 % limited partner interest in ATIF, LP. The investment manager for the fund is ATIF Inc. ATIF LP manages approximately $ 1.3 million and $ 4.8 million assets under management (“AUM”) as of July 31, 2022 and 2021, respectively. For the year ended July 31, 2022, three limited partners of ATIF LP withdrew the investment of $ 3.0 million. In addition, the Company also paid investment gain of $ 29,149 to the limited partner, which was recorded as a reduction of non-controlling interest. On December 22, 2021, ATIF Inc. incorporated ATIF BD LLC (“ATIF BD”) under the laws of California of the United States. On April 25, 2022, the Company incorporated ATIF Investment Limited (“ATIF Investment”) under the laws of BVI. Disposal of ATIF HK and Huaya On May 20, 2022, the Company entered into a share transfer agreement with Mr. Pishan Chi, pursuant to which the Company transferred all of its equity interest in ATIF HK and its wholly owned subsidiary, Huaya to Mr. Chi at $ nil consideration. Mr. Chi was the Company’s former Chief Executive Officer for the period from July 10, 2020 through August 4, 2021. The transfer of equity interest was closed on May 31, 2022. The transfer of equity interest in ATIF HK and Huaya was for the purpose of mitigation of restrictions on China-based companies raising capital offshore by the PRC government. Upon the transfer of ATIF HK and Huaya, the Company would continue its effort to provide financial consulting services to clients from North America and other areas. The management believed the disposition does not represent a strategic shift because it is not changing the way it is running its business. The Company has not shifted the nature of its operations, not is it exiting the North America market, which is the Company’s major geographic market area. The termination is not accounted as discontinued operations in accordance with ASC 205-20 (see Note 6). F- 7 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (continued) Termination of VIE agreements with Qianai On February 3, 2021, the Company closed termination of its variable interest entity (“VIE”) agreements with Qianhai Asia Times (Shenzhen) International Financial Services Co., Ltd. (“Qianhai”). Upon the termination, Qianhai transferred all of its business and employees to Huaya, a wholly owned subsidiary of the Company. The termination of the Qianhai VIE agreements did not contain any penalties or non-compete agreements. Qianhai transferred all of its China-based business and employees to Huaya before termination of the VIE agreements. The termination of the VIE agreements did not discontinue our consulting service business because such services has been transferred to Huaya and ATIF Inc. to serve the clients located in China and the United States, respectively. The termination also did not cause material impairment of our long-lived assets (primarily including fixed assets such as office furniture and equipment and automobile) because all of the fixed assets have been transferred to our PRC subsidiary Huaya upon termination of the VIE agreements. The management believed the termination of Qianhai VIE agreements does not represent a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. The termination is not accounted as discontinued operations in accordance with ASC 205-20 (see Note 5). Acquisition of Leaping Group Co., Ltd. (“LGC”) On April 22, 2020, the Company completed an acquisition of 51.2 % of the equity interest of Leaping Group Co., Ltd. (“LGC”) from its original shareholders for a total consideration of approximately $ 22.92 million, including cash consideration of $ 1.85 million and issuance of 9,940,002 shares ( 1,988,000 ordinary shares retrospectively restated for accounting purposes for effect of reverse stock split on August 30, 2021) of ATIF’s common stock with fair value of approximately $ 21.07 million (see Note 4). LGC, through its subsidiaries and similar VIE contractual agreements, controls Leaping Media Group Co., Ltd. (“LMG”), an operating entity located in Shenyang, China. LMG, along with its operating subsidiaries, is engaged in the multi-channel advertising business, event planning and execution business, film production business and movie theater operating business (collectively “media business”) in China. LMG used to be one of the Company’s clients that sought business advisory services. Upon closing of the acquisition, ATIF owns 51.2 % equity interest of LGC and hereby consolidates operations of LGC. Disposition of LGC On January 29, 2021, the Company completed a disposition of 51.2 % of the equity interest of LGC. The Company sold all of its shares of LGC to Jiang Bo, Jiang Tao and Wang Di (collectively, the “Buyers”) in exchange for (i) 5,555,548 ordinary shares ( 1,111,110 ordinary shares retrospectively restated for accounting purposes for effect of reverse stock split on August 30, 2021) of the Company owned by the Buyers and (ii) payment by the Buyers in the amount of $ 2,300,000 plus interest at an interest rate of 10 % per annum on the unpaid amount if the principal amount of US$ 2,300,000 is not paid by January 14, 2022. All principal and accrued and unpaid interest shall be due on January 14, 2023. As of July 31, 2022, the principal and accrued and unpaid interest amounted to $ 2,654,767 . In accordance with ASC 205-20, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. The disposition of LGC met the criteria in paragraph 205-20-45-1E and was reported as a discontinued operation (Note 4). F- 8 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – LIQUIDITY and GOING CONCERN For the years ended July 31, 2022 and 2021, the Company reported a net loss from continuing operations of approximately $ 3.4 million and $ 2.4 million, respectively, and operating cash outflows from continuing operations of approximately $ 0.1 million and $ 2.5 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. As of July 31, 2022, the Company had cash of $ 1.8 million. On the other hand, the Company had current liabilities of $ 2.8 million. Currently the Company had three service-in-progress agreements, and expected to collect consulting service fees of $ 2.5 million for the next 12 months. The Company also had $2.7 million receivable from buyers of LGC in connection with the disposal of LGC which will be due in early 2023. In addition, due to the recent intense relationship between the U.S. and China, which has become more fragile as a result of the outbreak and spread of COVID-19, plus the tightening of U.S. legislation and public listing rules to curb some small Chinese companies to access the U.S. capital markets, an increasing number of Chinese companies are putting off or slowing down their plans for U.S. listings due to these uncertainties. Furthermore, due to the impact of COVID-19, some of our existing customers may experience financial distress or business disruptions, which could lead to potential delay or default on their payments. Any increased difficulty in collecting accounts receivable, or early termination of our existing consulting service agreements due to deterioration in economic conditions could further negatively impact our cash flows. Given these factors, our potential customers’ perception and confidence to go public in the United States has been negatively impacted and our operating revenue and cash flows may continue to underperform in the near terms. Although we had cash of $ 1.8 million as of July 31, 2022, given the above mentioned uncertainties, the management believes that the Company will continue as a going concern in the following 12 months from the date the Company’s 2022 consolidated financial statements are issued. We believe that our existing cash, together with $3.2 million that currently remains available under our $8.0 million revolving line of credit with Silicon Valley Bank (“SVB Credit Facility”), and $4.0 million available under the subordinated line of credit (“Subordinated LOC”) as of September 12, 2022, will be sufficient to meet our anticipated capital resources to fund planned operations for the next twelve (12) months. Currently, the Company intends to finance its future working capital requirements and capital expenditures from cash generated from operating activities and funds raised from equity financings. In October 2021, the Company raised proceeds of $ 1.1 million from exercise of warrants to purchase 389,855 of its ordinary shares by warrant holders who subscribed for ordinary shares in the registered direct offering closed in November 2020. The accompanying 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. F- 9 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The consolidated financial statements of the Company include the accounts of the Company and its subsidiaries. The consolidated financial statements of the Company also include the accounts of ATIF LP, for which the Company is an investment manager and has primary beneficiary over the ATIF LP. All intercompany balances and transactions have been eliminated upon consolidation. As of July 31, 2022, the Company’s consolidated financial statements reflect the operating results of the following entities: Name of Entity Date of Incorporation Place of Incorporation % of Ownership Principal Activities Parent company: ATIF Holdings Limited (“ATIF”) January 5, 2015 British Virgin Islands Parent Investment holding Wholly owned subsidiaries of ATIF ATIF Inc. (“ATIF USA”) October 26, 2020 USA 100% Consultancy and information technology support ATIF Investment LLC (“ATIF Investment”) April 25, 2022 BVI 100% Consultancy and information technology support ATIF BD LLC (“ATIF BD”) December 22, 2021 USA 100% Consultancy and information technology support ATIF-1 GP, LLC (“ATIF GP”) January 21, 2021 USA 100% Fund management ATIF-1 LP, LLC (“ATIF LP”) February 16, 2021 USA 76.6% Investment The VIE contractual arrangements Foreign investments in domestic Chinese companies that engage in private equity investment business and media business are both restricted in China under current PRC laws and regulations. Before the termination of the Qianhai VIE agreements on February 3, 2021 (see Note 5) and disposition of LGC on January 31, 2021 (see Note 4), the Company was still operating under the VIE structure and the Company’s main operating entities Qianhai and LMG are controlled through contractual arrangements in lieu of direct equity ownership by the Company or any of its subsidiaries. F- 10 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Basis of Presentation and Principles of Consolidation (continued) Risks associated with the VIE structure The Company believes that the contractual arrangements with its VIEs and respective shareholders are in compliance with PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could: ● revoke the business and operating licenses of the Company’s PRC subsidiary and VIEs; ● discontinue or restrict the operations of any related-party transactions between the Company’s PRC subsidiary and VIEs; ● limit the Company’s business expansion in China by way of entering into contractual arrangements; ● impose fines or other requirements with which the Company’s PRC subsidiary and VIEs may not be able to comply; ● require the Company or the Company’s PRC subsidiary and VIEs to restructure the relevant ownership structure or operations; or ● restrict or prohibit the Company’s use of the proceeds from the IPO to finance the Company’s business and operations in China. The Company’s ability to conduct its consulting services business may be negatively affected if the PRC government were to carry out of any of the aforementioned actions. As a result, the Company may not be able to consolidate its VIEs in its consolidated financial statements as it may lose the ability to exert effective control over the VIEs and its respective shareholders and it may lose the ability to receive economic benefits from its VIEs. The Company, however, does not believe such actions would result in the liquidation or dissolution of the Company, its PRC subsidiary, or its VIEs. The Company has not provided any financial support to the VIEs for the years ended July 31, 2021. Because the Company terminated Qianhai VIE agreements on February 3, 2021 (see Note 5) and disposed of LGC on January 31, 2021 (Note 4), the Company had no balances of VIEs included in the accompanying consolidated financial statements as of July 31, 2022 and 2021. F- 11 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Basis of Presentation and Principles of Consolidation (continued) The follow table summarized operating results of the VIEs for the period from August 1, 2021 through VIE termination date. For the period from August 1, 2020 through February 3, 2021 For the period from August 1, 2020 through January 31, 2021 Qianhai VIE LMG VIE Total Operating revenue $ 380,954 $ 2,117,551 $ 2,498,505 Income (loss) from operations $ ( 60,242 ) $ ( 1,154,067 ) $ ( 1,214,309 ) Income (loss) before income taxes $ ( 63,765 ) $ ( 1,166,287 ) $ ( 1,230,052 ) Net income (loss) $ ( 63,765 ) $ ( 1,142,160 ) $ ( 1,205,925 ) The follow table summarized cash flow information of the VIEs for the period from August 1, 2021 through VIE termination date. For the period from August 1, 2020 through February 3, 2021 For the period from August 1, 2020 through January 31, 2021 Qianhai VIE LMG VIE Total Net cash provided by (used in) operating activities $ ( 286,657 ) $ ( 119,612 ) $ ( 406,269 ) Net cash provided by (used in) investing activities $ - $ 118,541 $ 118,541 Net cash provided by (used in) financing activities $ - $ - $ - F- 12 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Noncontrolling Interests As of July 31, 2022 and 2021, the non-controlling interest represent minority shareholders’ 76.6 % and 68.8 % ownership interest in ATIF LP, over which the Company had 23.4 % and 31.2 % ownership interest and acted as an investment manager through ATIF GP, its wholly owned subsidiary. The Company had non-controlling interest of $( 369,045 ) and $ 120,809 as of July 31, 2022 and 2021. Use of Estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the valuation of accounts receivable, useful lives of property and equipment and intangible assets, the recoverability of long-lived assets, revenue recognition, provision necessary for contingent liabilities and realization of deferred tax assets. Actual results could differ from those estimates. Cash and Cash Equivalents Cash includes cash on hand and demand deposits in accounts maintained with commercial banks. The Company considers all highly liquid investment instruments with an original maturity of three months or less from the date of purchase to be cash equivalents. The Company maintains most of its bank accounts in the PRC. Accounts Receivable, net Accounts receivable are presented net of allowance for doubtful accounts. The Company usually determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends. The Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be able to collect amounts due. The allowance is based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated statements of operations and comprehensive loss. Delinquent account balances are written off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of July 31, 2022 and 2021, the Company had no allowance against doubtful accounts receivable. Investment in Trading Securities Equity securities not accounted for using the equity method are carried at fair value with changes in fair value recorded in the consolidated statements of operations and comprehensive loss, according to ASC 321 “Investments — Equity Securities”. During the years ended July 31, 2022 and 2021, the Company purchased certain publicly-listed equity securities through various open market transactions and accounted for such investments as “investment in trading securities” and subsequently measure the investments at fair value. The Company made a loss of $ 2,432,107 and $ 258,738 from investment in trading securities for the years ended July 31, 2022 and 2021. F- 13 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Property and Equipment, net Property and equipment are stated at cost. The straight-line depreciation method is used to compute depreciation over the estimated useful lives of the assets, as follows: Useful life Furniture, fixtures and equipment 3 - 5 years Transportation vehicles 5 years Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of operations and comprehensive loss as other income or expenses. Long-term investments In accordance with ASC 321-10 “Investments – Equity Securities”, the Company elects to record equity investments in a privately held company, over which the Company did not have control or exercise significant influence, using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer. Equity investment in a privately held company accounted for using the measurement alternative is subject to periodic impairment reviews. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of these equity securities, including consideration of the impact of the COVID-19 pandemic. As of July 31, 2022 and 2021, the Company did not record impairment loss against the long-term investments. Impairment of Long-lived Assets Long-lived assets, including plant and equipment and intangible with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. For the years ended July 31, 2022 and 2021, the Company did not record impairment against long-lived assets from its continuing operations, respectively. F- 14 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Fair Value of Financial Instruments ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: ● Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. ● Level 3 – inputs to the valuation methodology are unobservable. Fair value of investment in trading securities are based on quoted prices in active markets. The carrying amounts of the Company’s other financial instruments including cash and cash equivalents, deposits, due from buyers of LGC and other current assets, accounts payable, and accrued expenses and other current liabilities approximate their fair values because of the short-term nature of these assets and liabilities. For lease liabilities, fair value approximates their carrying value at the year-end as the interest rates used to discount the host contracts approximate market rates. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 Revenue from Contracts with Customers (“ASC 606”). To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. The Company currently generates its revenue from the following main sources: (1) Revenue from customer’s initial registration fee In order to engage with the Company for various consulting services, a new customer is required to pay an initial non-refundable registration fee to the Company and the Company will then post the customer’s information and profiles on its website, at which point, the Company’s performance obligations are satisfied and such registration fee is recognized as revenue. The Company does not charge additional customer profile maintenance fee after the initial posting is completed as limited effort is required for the Company to maintain such information on an on-going basis. No revenues were generated from customer’s initial registration for the years ended July 31, 2022 and 2021. F- 15 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue Recognition (continued) (2) Revenue from consulting services The Company provides various consulting services to its members, especially to those who have the intention to be publicly listed in the stock exchanges in the United States and other countries. The Company categorizes its consulting services into three Phases: Phase I consulting services primarily include due diligence review, market research and feasibility study, business plan drafting, accounting record review, and business analysis and recommendations. Management estimates that Phase I normally takes about three months to complete based on its past experience. Phase II consulting services primarily include reorganization, pre-listing education and tutoring, talent search, legal and audit firm recommendation and coordination, VIE contracts and other public-listing related documents review, merger and acquisition planning, investor referral and pre-listing equity financing source identification and recommendations, and independent directors and audit committee candidate’s recommendation. Management estimates that Phase II normally takes about eight months to complete based on its past experience. Phase III consulting services primarily include shell company identification and recommendation for customers expecting to become publicly listed through reverse merger transaction; assistance in preparation of customers’ public filings for IPO or reverse merger transactions; and assistance in answering comments and questions received from regulatory agencies. Management believes it is very difficult to estimate the timing of this phase of service as the completion of Phase III services is not within the Company’s control. Each phase of consulting services is stand-alone and fees associated with each phase are clearly identified in service agreements. Revenue from providing Phase I and Phase II consulting services to customers is recognized ratably over the estimated completion period of each phase as the Company’s performance obligations related to these services are carried out over the whole duration of each Phase. Revenue from providing Phase III consulting services to customers is recognized upon completion of the reverse merger transaction or IPO transaction when the Company’s promised services are rendered and the Company’s performance obligations are satisfied. Revenue that has been billed and not yet recognized is reflected as deferred revenue on the balance sheet. Depending on the complexity of the underlying service arrangement and related terms and conditions, significant judgments, assumptions, and estimates may be required to determine when substantial delivery of contract elements has occurred, whether any significant ongoing obligations exist subsequent to contract execution, whether amounts due are collectible and the appropriate period or periods in which, or during which, the completion of the earnings process occurs. Depending on the magnitude of specific revenue arrangements, adjustment may be made to the judgments, assumptions, and estimates regarding contracts executed in any specific period. F- 16 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue Recognition (continued) Revenue from LGC Before the disposal of 51.2 % equity interest in LGC, the Company generated revenue from Multi-Channel advertising, Event planning and execution, Movie Theater Operating and others. The revenues from these revenue streams were classified as a component of “net loss from discontinued operations” upon the close of the disposition. See Note 4. (1) Multi-Channel advertising The Company’s multi-channel advertising services include pre-movie advertisements display, elevator and supermarket advertising, and brand promotion. Most of the Company’s client contracts are individually negotiated and, accordingly, the service period and prices vary significantly. Service periods typically range from one day to one year. The Company provides advertising services over the contract period. Revenues from advertising services are recognized on straight-line basis over the contract period, which approximates the pattern of when the underlying services are performed. Prepayments for advertising services are deferred and recognized as revenue when the advertising services are rendered and the Company’s performance obligations are satisfied. The Company also provides advertising services through its regional distributors. Pursuant to advertising services distribution agreements, the Company grants the regional distributors the exclusive rights to provide local pre-movie advertising. The advertising services distribution agreements with these regional distributors typically have terms ranging from 11 to 24 months without automatic renewal provisions. Under the advertising services distribution agreements, the Company has the right to set the minimum local pre-movie advertisement prices in the movie theaters, regulate the content and quality of local pre-movie advertisements according to related laws and movie theater rules, and examine the source of local pre-movie advertisements and refuse to display advertisements from any competitors. The receipt of distribution fee is initially recorded as deferred revenue and is recognized as revenue ratably as services are rendered and the Company’s performance obligations are satisfied. (2) Event planning and execution The Company’s event planning and execution business includes planning and arrangement of events, and production of related advertising materials. From the preparation of the events to executing it typically takes no more than one week. Revenue is realized when the service is performed in accordance with the client arrangement and upon the completion of the earnings process. (3) Movie Theater Operating The Company’s movie theater operating revenues are generated primarily from box office admissions and theater food and beverage sales. Revenues of this business line are recognized when admissions and food and beverage sales are rendered at the theaters and are reported net of sales tax. The Company defers 100 % of the revenue associated with the sales of gift cards and packaged tickets until such time as the items are redeemed. F- 17 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue Recognition (continued) For the years ended July 31, 2022 and 2021, the disaggregation of revenues from continuing operations and discontinued operations was as below: For the Years Ended July 31, 2022 2021 Consulting service revenue from continuing operations* $ 1,626,102 $ 936,935 Other service revenues 41,208 - Revenues from continuing operations $ 1,667,310 $ 936,935 Revenue from discontinued operations (multi-channel advertising, event planning and execution and movie theater operation business under LGC) $ - $ 2,117,551 * The revenues generated by Qianhai, ATIF HK and Huaya were included in consulting service revenue from continuing operations, because the termination of Qianhai VIE agreement and share transfer of ATIF HK and Huaya were not accounted as discontinued operations in accordance with ASC 205-20 (see Note 5 and Note 6). Income Taxes The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. An uncertain tax position is recognized only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Company did not have unrecognized uncertain tax positions or any unrecognized liabilities, interest or penalties associated with unrecognized tax benefit as of July 31, 2022. As of July 31, 2022, all of the Company’s income tax returns for the tax years ended December 31, 2017 through December 31, 2021 remain open for statutory examination by relevant tax authorities. Value Added Tax (“VAT”) Sales revenue derived from advertising service revenues is subject to VAT. The applicable VAT rate for the Company is 3 % for Huaya. All of the VAT returns of the Company have been and remain subject to examination by the tax authorities for five years from the date of filing. Loss per Share The Company computes loss per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net loss divided by the weighted average common shares outstanding for the period. Diluted presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the years ended July 31, 2022 and 2021, there were no dilutive shares. F- 18 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Foreign Currency Translation The functional currency for ATIF is the U.S Dollar (“US$"). ATIF HK uses Hong Kong dollar as its functional currency, and Huaya uses RMB as its functional currency. For the year ended July 31, 2022, the Company primarily operates its business through ATIF Inc, ATIF HK and Huaya, and the latter two entities were disposed of on May 31, 2022. For the year ended July 31, 2021, the Company operates its business through ATIF HK and Huaya. The Company’s consolidated financial statements have been translated into US$. Assets and liabilities accounts are translated using the exchange rate at each reporting period end date. Equity accounts are translated at historical rates. Income and expense accounts are translated at the average rate of exchange during the reporting period. The resulting translation adjustments are reported under other comprehensive income (loss). Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the results of operations. The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation. The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report: May 31, 2022 July 31, 2021 Foreign currency Period-end spot rate Average rate Period-end spot rate Average rate RMB: 1USD 0.1499 0.1555 0.1547 0.1521 HKD: 1USD 0.1282 0.1282 0.1282 0.1282 Comprehensive loss Comprehensive loss consists of two components, net loss and other comprehensive income (loss). The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to US$ is reported in other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. F- 19 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Operating Leases The Company adopted ASU No. 2016-02—Leases (Topic 842) since August 1, 2019, using a modified retrospective transition method permitted under ASU No. 2018-11. This transition approach provides a method for recording existing leases only at the date of adoption and does not require previously reported balances to be adjusted. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. The standard did not materially impact the consolidated net earnings and cash flows. Upon adoption of ASC 842, the lease liabilities are recognized upon lease commencement for operating leases based on the present value of lease payments over the lease term. The right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. As the rates implicit in the lease cannot be readily determined, the incremental borrowing rates at the lease commencement date are used in determining the imputed interest and present value of lease payments. The incremental borrowing rates were determined using a portfolio approach based on the rates of interest that the Company would have to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company recognizes the single lease cost on a straight-line basis over the remaining lease term for operating leases. The Company has elected not to recognize right-of-use assets or lease liabilities for leases with an initial term of 12 months or less; expenses for these leases are recognized on a straight-line basis over the lease term. Statement of Cash Flows In accordance with ASC 230, “Statement of Cash Flows,” cash flows from the Company’s operations are formulated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Discontinued operation In accordance with ASC 205-20, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net loss separate from the net loss of continuing operations in accordance with ASC 205-20-45. F- 20 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Segment reporting The Company had four operating business lines, including Business Advisory and Consulting Services, Multi-channel Advertising Services, Event Planning and Execution Services and Movie Theater Operation Services. However, due to changes in our organizational structure associated with the LGC, which engaged in Multi-channel Advertising Services, Event Planning and Execution Services and Movie Theater Operation Services, as a discontinued operation (Note 4 – Discontinued operation), management has determined that the Company now operates in one operating segment with one reporting segment as of July 31, 2022 and 2021, which is the consulting service business. Reclassification Certain items in the financial statements of comparative period have been reclassified to conform to the financial statements for the current period, primarily for the effects of discontinued operations of LGC (see Note 4 for detail) and reverse split of the Company’s ordinary shares (see Note 16 for detail). Commitments and Contingencies In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Risks and Uncertainty (a) Credit risk Substantially all of the Company’s operating activities are transacted in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts. As of July 31, 2022, the Company held cash and cash equivalents of $ 203,403 deposited in the banks located in the U.S., which were insured by FDIC up to $ 250,000 , and held cash and cash equivalents of $ 1,546,734 deposited in the investment bank accounts located in the U.S. which are not insured by FDIC. F- 21 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (b) Concentration risk Accounts receivable are typically unsecured and derived from revenue earned from customers, thereby exposed to credit risk. The risk is mitigated by the Company’s assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances. The Company has a concentration of its revenues and receivables with specific customers. For the year ended July 31, 2022, three customers accounted for 46 %, 30 % and 22 % of the Company’s consolidated revenue, respectively. For the year ended July 31, 2021, three customers accounted for 41 %, 41 % and 11 % of the Company’s consolidated revenue, respectively. For the years ended July 31, 2022 and 2021, substantially all of the Company’s revenues was generated from providing going public related consulting services to customers. The risk is mitigated by the Company’s plan to transition its consulting services from the PRC based customers to more international customers. (c) Other risks and uncertainties The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations. The Company’s operations have been affected by the outbreak and spread of the coronavirus disease 2019 (COVID-19), which in March 2020, was declared a pandemic by the World Health Organization. The COVID-19 outbreak is causing lockdowns, travel restrictions, and closures of businesses. The Company’s businesses have been negatively impacted by the COVID-19 coronavirus outbreak to a certain extent. Due to the outbreak of COVID-19, in early February 2020, the Chinese government required the nationwide closure of many business activities in the PRC to prevent the spread of COVID-19 and protect public health. While the outbreak of COVID-19 has come under control in the PRC since the second quarter of 2020, there was a significant rise in COVID-19 cases, including the COVID-19 Delta and Omicron variant cases, in various cities in China in early 2022. The local governments of the affected cities, including certain first-tier cities in China, have reinstated certain COVID-related measures, including travel restrictions and stay-at-home orders. Some of the Company’s existing customers have experienced financial distress and disruption of business, which resulted in delay or default on their payments. Nevertheless, the continued uncertainties associated with COVID 19 may cause the Company’s revenue and cash flows to underperform in the next 12 months. A resurgence could negatively affect the execution of the going public consulting service agreements and the collection of the payments from customers. The extent of the future impact of COVID-19 is still highly uncertain and cannot be predicted as of the financial statement reporting date. F- 22 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 was subsequently amended by Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Accounting Standards Update 2019-04 Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , and Accounting Standards Update 2019-05, Targeted Transition Relief. For public entities, ASU 2016-13 and its amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. As an emerging growth company, the Company plans to adopt this guidance effective August 1, 2023. The Company is currently evaluating the impact of its pending adoption of ASU 2016-13 on its consolidated financial statements. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)” (“ASU 2019-10”). ASU 2019-10 (i) provides a framework to stagger effective dates for future major accounting standards and (ii) amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities. Specifically, ASU 2019-10 changes some effective dates for certain new standards on the following topics in the FASB Accounting Standards Codification (ASC): (a) Derivatives and Hedging (ASC 815) – now effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021; (b) Leases (ASC 842) – now effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021; (c) Financial Instruments — Credit Losses (ASC 326) – now effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years; and (d) Intangibles — Goodwill and Other (ASC 350) – now effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company does not expect the cumulative effect resulting from the adoption of this guidance will have a material impact on its consolidated financial statements. Recently issued ASUs by the FASB, except for the ones mentioned above, have no material impact on the Company’s consolidated results of operations or financial position. F- 23 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – DISCONTINUED OPERATION OF LGC On January 29, 2021, the Company completed a disposition of 51.2 % of the equity interest of LGC. The Company sold all of its shares of LGC to Jiang Bo, Jiang Tao and Wang Di (collectively, the “Buyers”) in exchange for (i) 5,555,548 ordinary shares ( 1,111,110 ordinary shares retrospectively restated for accounting purposes for effect of reverse stock split on August 30, 2021) of the Company owned by the Buyers and (ii) payment by the Buyers in the amount of $ 2,300,000 plus interest at an interest rate of 10 % per annum on the unpaid amount if the principal amount of $ 2,300,000 is not paid by January 14, 2022. As of July 31, 2022, the principal and accrued and unpaid interest amounted to $ 2,654,767 . All principal and accrued and unpaid interest shall be due on January 14, 2023 . Upon completion of the Disposition, the Company does not bear any contractual commitment or obligation to the media business or the employees of LGC, nor to the Buyers. On January 29, 2021, management was authorized to approve and commit to a plan to sell LGC, therefore the major assets and liabilities relevant to the disposal are reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes, are reported as components of net loss separate from the net loss of continuing operations in accordance with ASC 205-20-45. The following is a reconciliation of net loss of $ 5.5 million from disposition in the consolidated statements of operations and comprehensive loss: As of January 29, 2021 Share consideration of 5,555,548 ordinary shares ( 1,111,110 ordinary shares retrospectively restated for accounting purposes for effect of reverse stock split on August 30, 2021), at $ 1.08 per share ($ 5.40 per share retrospectively restated for accounting purposes for effect of reverse stock split on August 30, 2021) on January 29, 2021 $ 5,999,992 Cash consideration 2,300,000 Consideration in exchange for the disposal 8,299,992 Noncontrolling interest of LGC 16,516,711 Less: Net liabilities (comprised of assets of $ 7,804,412 and liabilities of $ 11,001,011 ) 3,196,599 28,013,302 Impairment of goodwill relating to discontinued operations ( 25,902,394 ) Impairment of intangible assets relating to discontinue operations ( 6,986,615 ) Amortization of intangible assets arising from acquisition of LGC ( 608,031 ) Net loss from disposal of discontinued operations $ ( 5,483,738 ) F- 24 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – DISCONTINUED OPERATION OF LGC (continued) The following is a reconciliation of the carrying amounts of major classes of assets and liabilities held for sale in the consolidated balance sheet as of January 29, 2021. January 29, 2021 Carrying amounts of major classes of assets held for sale: Cash $ 6,297 Accounts receivable 1,241,178 Other current assets 992,333 Property and equipment, net 2,125,388 Right of use assets 3,422,985 Other noncurrent assets 16,231 Total assets of disposal group $ 7,804,412 Carrying amounts of major classes of liabilities held for sale: Short-term borrowings $ 154,842 Taxes payable 3,618,661 Other current liabilities 3,502,209 Lease liabilities 3,725,299 Total liabilities of disposal group $ 11,001,011 The following is a reconciliation of the amounts of major classes of operations classified as discontinued operations in the consolidated statements of operations and other comprehensive loss for the years ended July 31, 2022 and 2021. For the Years Ended July 31, 2022 2021 Discontinued Operations Revenues $ - $ 2,117,551 Cost of revenues - ( 1,557,277 ) Total operating expenses - ( 1,714,341 ) Loss from operations - ( 1,154,067 ) Impairment of goodwill and property and equipment - - Total other income (expense), net - 12,220 Income tax expenses - ( 313 ) Net loss from discontinued operations, net of tax - ( 1,142,160 ) Net loss from disposal of discontinued operations - ( 5,483,738 ) Net Loss from Discontinued Operations $ - $ ( 6,625,898 ) F- 25 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – TERMINATION OF VIE AGREEMENTS WITH QIANHAI On January 4, 2021, the Company established an office in California, USA, through its wholly owned subsidiary ATIF Inc., a California corporation, and launched, in addition to the business consulting services, additional service models consisting of asset management, investment holding and media services to expand the Company’s business with a flexible business concept to achieve a goal of high growth revenue and strong profit growth. Clients located within United States will be serviced by ATIF Inc., while clients outside United States will be supported by ATIF Inc.’s business center abroad. Huaya Consultant (Shenzhen) Co., Ltd. (“Huaya”), a wholly owned subsidiary of ATIF, will serve as ATIF Inc.’s business center in PRC for clients located in the PRC. Huaya ceased to be the wholly owned subsidiary since May 31, 2022. As part of streamlining the management chain and to improve management control with a goal of lower costs, the Company transitioned the services from Qianhai to ATIF Inc. and Huaya and closed termination of the VIE agreements with Qianhai on February 3, 2021. The termination of the Qianhai VIE agreement did not discontinue the Company’s public listing related consulting service business, because such consulting service business has been transferred to Huaya to serve the client located in China and ATIF Inc. to serve the clients located within the United States. There were no penalties or non-compete agreements derived from the termination of the Qianhai VIE agreements. Qianhai transferred all of its China-based business and employees to Huaya before termination of the VIE agreement. The termination of the VIE agreement did not cause material impairment of our long-lived assets (primarily including fixed assets such as office furniture and equipment and automobile) because all of the fixed assets have been transferred to our PRC subsidiary Huaya upon termination of the VIE agreement and there were no assets held for sale or disposal. Prior to the termination, operating revenue generated through Qianhai VIE amounted to $ 645,127 , and net loss amounted to $( 1,562,037 ) for the year ended July 31, 2020, respectively, and net assets of Qianhai VIE amounted to $ 1,147,847 as of July 31, 2020. As of the date of termination, Qianhai had total assets of $ 266,235 and total liabilities of $ 656,417 , with a negative net assets of $ 0.4 million, the abstract amount accounted for 4 % of the consolidated net assets of the Company as of July 31, 2021. In addition, Qianhai generated net income of approximately $ 0.4 million, the abstract amount of which accounted for 5 % of consolidated net loss for the year ended July 31, 2021. The Company recorded a gain of $ 390,183 from the termination in the account of “other income (expenses), net” in the consolidated statements of operations and comprehensive loss. The management believed the termination of Qianhai VIE agreements does not represent a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. The termination is not accounted as discontinued operations in accordance with ASC 205-20. F- 26 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 – TRANSFER OF EQUITY INTEREST IN ATIF HK AND HUAYA To mitigate the potential risks arising from the PRC government provision of new guidance to and restrictions on China-based companies raising capital offshore, the Company closed transfer of equity interest in ATIF HK and Huaya with Mr. Pishan Chi for nil consideration on May 31, 2022. The disposition of ATIF HK and Huaya did not discontinue the Company’s public listing related consulting service business, as the Company would focus it continuous efforts on provision consulting service business to clients based in North America and other areas. There were no penalties or non-compete agreements derived from the disposition. For the period from August 1, 2021 through May 31, 2022, operating revenue generated through ATIF HK and Huaya amounted to $ 864,102 , and net loss amounted to $( 871,958 ), respectively. The revenues and net loss accounted for 52 % and 26 %, respectively, of consolidated revenue and net loss for the year ended July 31, 2022. As of May 31, 2022, net asset deficits of ATIF HK and Huaya amounted to $( 1,050,745 ), the abstract amount accounted for 24 % of the consolidated net assets of the Company as of July 31, 2022. The Company determines that the transfer of equity interest in ATIF HK and Huaya did not have a major effect on its operations and financial results. The Company also determines the transfer of equity interest does not represent a strategic shift because it is not changing the way the Company operates its consulting services. The Company does not shift the nature of its business, not does it exit North America market, which is the major geographic market area of the Company’s business. The termination is not accounted as discontinued operations in accordance with ASC 205-20. The Company recorded a gain of $ 1,043,052 from the transfer of equity interest as a component of “other income (expenses), net” in the consolidated statements of operations and comprehensive loss. NOTE 7 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets from the Company’s continuing operations consisted of the following: As of July 31, 2022 2021 Prepayment for advertising service fee (a) $ 600,000 $ 600,000 Prepaid service fees - 20,000 Prepaid insurance service fee - 58,151 Advance to vendors 10,000 10,000 Others 41,210 300 Total $ 651,210 $ 688,451 (a) Prepayment for advertising services represent the advance payments made by the Company to a third party advertising company for producing advertising contents. These prepayments are typically expensed over the period when the services are performed. NOTE 8 – PROPERTY, PLANT AND EQUIPMENT, NET Property and equipment, net, from the Company’s continuing operations, consisted of the following: As of July 31, 2022 2021 Furniture, fixtures and equipment $ 218,231 $ 187,053 Vehicles 132,670 574,606 Total 350,901 761,659 Less: accumulated depreciation ( 78,201 ) ( 189,632 ) Property and equipment, net $ 272,700 $ 572,027 Depreciation expense was $ 78,605 and $ 124,661 for the years ended July 31, 2022 and 2021, respectively. F- 27 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – INTANGIBLE ASSETS Net intangible assets from the Company’s continuing operations consisted of the following: As of July 31, 2022 2021 Financial and news platform $ 56,250 $ 56,250 Software 320,000 320,000 Total 376,250 376,250 Less: accumulated amortization ( 222,919 ) ( 142,919 ) Intangible assets $ 153,331 $ 233,331 Amortization expense was $ 80,000 and $ 80,000 for the years ended July 31, 2022 and 2021, respectively. NOTE 10 – INVESTMENTS IN TRADING SECURITIES As of July 31, 2022 and 2021, the balance of investments in trading securities represented certain equity securities of listed companies purchased through various open market transactions by the Company during the relevant periods. The investments are initially recorded at cost, and subsequently measured at fair value with the changes in fair value recorded in other income (expenses), net in the consolidated statement of operations and comprehensive loss. For the years ended July 31, 2022 and 2021, the Company recorded a decrease in fair value of $ 2,432,107 and $ 258,738 , respectively. Investments in trading securities consisted of the following: As of July 31, 2022 2021 Trading securities invested by ATIF $ 12,740 $ 871,809 Trading securities invested by ATIF LP 20,606 155,700 $ 33,346 $ 1,027,509 NOTE 11 – LONG-TERM INVESTMENT For the years ended July 31, 2022 and 2021, the long-term investment represented equity investment without readily determinable fair value measured at measurement alternative and consisted of the following: As of July 31, 2022 2021 Solarever Tecnologia de America S.A. de C.V. (“Solarever”) (a) $ 185,000 $ - Armstrong Logistic Inc. (“Armstrong”) (b) 150,000 - $ 335,000 $ - (a) In April 2022, ATIF Investment entered into an equity investment agreement with Solarever, pursuant to which the Company would make investment of $ 2 million in exchange of 5.25 % equity interest in Solarever. The investment was solely used to cover professional and legal fees during going public by Solarever. As of July 31, 2022, ATIF Investment made investment of $ 185,000 and acquired 0.49 % equity interest in Solarever. The Company accounted for the investment in privately held company using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer. As of July 31, 2022, the Company did not identify orderly transactions for similar investments of the investee, or any impairment indicators, and the Company did not record upward or downward adjustments or impairment against the investment. (b) In May 2022, ATIF Investment entered into an equity investment agreement with Armstrong, pursuant to which the Company would make investment of $ 2 million in exchange of 12 % equity interest in Armstrong. The investment was solely used to cover professional and legal fees during going public by Armstrong. As of July 31, 2022, ATIF Investment made investment of $ 150,000 and acquired 0.90 % equity interest in Armstrong. The Company accounted for the investment in privately held company using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer. As of July 31, 2022, the Company did not identify orderly transactions for similar investments of the investee, or any impairment indicators, and the Company did not record upward or downward adjustments or impairment against the investment. F- 28 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 12 – OPERATING LEASES The Company leases offices space under non-cancelable operating leases, with lease terms ranging between 14 months to 60 months. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Rent expense associated with the Company’s continuing operations for the years ended July 31, 2022 and 2021 was $ 460,649 and $ 616,113 , respectively. Effective August 1, 2019, the Company adopted the new lease accounting standard using a modified retrospective transition method, which allows the Company not to recast comparative periods presented in its consolidated financial statements. In addition, the Company elected the package of practical expedients, which allows the Company to not reassess whether any existing contracts contain a lease, to not reassess historical lease classification as operating or finance leases, and to not reassess initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. The Company combines the lease and non-lease components in determining the ROU assets and related lease obligation. Adoption of this standard resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities as disclosed below. ROU assets and related lease obligations are recognized at commencement date based on the present value of remaining lease payments over the lease term. The following table presents the operating lease related assets and liabilities recorded on the balance sheets of the Company’s continuing operations as of July 31, 2022 and 2021. As of July 31, 2022 2021 Right-of- use assets, net $ 1,383,464 $ 745,125 Operating lease liabilities, current $ 433,061 $ 382,298 Operating lease liabilities, noncurrent 985,249 387,307 Total operating lease liabilities $ 1,418,310 $ 769,605 The weighted average remaining lease terms and discount rates for all of operating leases from the Company’s continuing operations were as follows as of July 31, 2022 and 2021: As of July 31, 2022 2021 Remaining lease term and discount rate Weighted average remaining lease term (years) 3.95 2.08 Weighted average discount rate 4.90 % 4.90 % The following is a schedule of maturities of lease liabilities as of July 31, 2022 and 2021: As of July 31, 2022 2021 2022 $ - $ 409,922 2023 492,969 252,969 2024 390,468 150,468 2025 240,000 - 2026 240,000 - 2027 and thereafter 200,000 - Total lease payments 1,563,438 813,360 Less: imputed interest ( 145,128 ) ( 43,755 ) Present value of lease liabilities $ 1,418,310 $ 769,605 F- 29 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 13 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities, from the Company’s continuing operations, consisted of the following: As of July 31, 2022 2021 Investment securities payable (a) $ 1,466,490 $ - Due to a third party (b) 500,000 - Accrued legal consulting expenses 125,676 152,044 Accrued payroll expenses 51,623 48,131 Accrued legal liabilities (c) - 283,644 Others 130,982 31,044 $ 2,274,771 $ 514,863 (a) During the year ended July 31, 2022, ATIF LP borrowed certain investment securities from an investment bank as a trading strategy. As of July 31, 2022, the balance represented the fair value of investment securities owned to the investment bank. (b) The balance due to a third party represented the proceeds collected from a third party, which purchased portion of the Company’s long-term investments. As of July 31, 2022, the purchase was not closed and the Company recorded the proceeds in the account of accrued expenses and other current liabilities. (c) The balance of accrued legal liabilities represented the amount due to Huale Group Co., Limited (“Huaya”), which filed the arbitration with the Court against Huaya and requested a refund of consulting service fee in 2017. On September 25, 2020, the Court issued a final judgment ruling in favor of Huale and required Huaya to return a deposit of $ 250,000 to Huale and pay arbitration fee and counterclaim fee of $ 11,724 (RMB 81,844 ). Based on the Court ruling, the Company accrued legal liabilities of $ 261,724 for the year ended July 31, 2020. In May 2022, the Company transferred equity interest in ATIF HK and Huaya. Accordingly the Company was no longer obligated to such liabilities since then. NOTE 14 – RELATED PARTY TRANSACTIONS On May 31, 2022, Huaya became a related party of the Company upon transfer of equity interest in Huaya to Mr. Pishan Chi, who was a former CEO of the Company. In May 2022, Huaya engaged the Company to provide consulting services for its customer. For the year ended July 31, 2022, the Company recognized revenues of $ 762,000 from Huaya. As of July 31, 2022, the Company had accounts receivable of $ 762,000 due from Huaya. During the year ended July 31, 2021, the Company did not enter into transactions with related parties. F- 30 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 15 – TAXES (a) VAT, Business Tax and related surcharges Effective on September 1, 2012, a pilot program (the “Pilot Program”) for transition from the imposition of PRC business tax (“Business Tax”) to the imposition of VAT for revenues from certain industries and certain cities. On May 1, 2016, the transition from the imposition of Business Tax to the imposition of VAT, was expanded to all industries in China. Huaya qualifies as a Small and Low Profit Enterprise, and is subject to a preferential VAT of 3 % and related surcharges on VAT payable at a rate of 12 % since that date. (b) Corporate Income Taxes (“CIT”) The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled. British Virgin Islands Under the current laws of the British Virgin Islands, the Company and ATIF Investment 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. Hong Kong ATIF HK is subject to Hong Kong profits tax at a rate of 16.5 %. However, ATIF HK did not generate any assessable profits arising in or derived from Hong Kong for the fiscal years ended July 31, 2022 and 2021, and accordingly no provision for Hong Kong profits tax has been made in these periods. PRC The PRC Corporate Income Tax (“CIT”) is calculated based on the taxable income determined under the applicable CIT Law and its implementation rules, which became effective on January 1, 2008. CIT Law imposes a unified income tax rate of 25 % for all resident enterprises in China, including both domestic and foreign invested enterprises. Huaya qualifies as a Small and Low Profit Enterprise, and is subject to a preferential EIT of 10 %. F- 31 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 15 – TAXES (continued) USA For the US jurisdiction, ATIF Inc., ATIF GP, ATIF LP and ATIF BD 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 %. The Company 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 both were passed in 2020, no material impact on the Company is expected based on the analysis. The Company will continue to monitor the potential impact going forward. For the years ended July 31, 2022 and 2021, no current and deferred income tax expenses were associated with the Company’s continuing operations. The following table reconciles the statutory federal rate of 21 % for the years ended July 31, 2022 and 2021 to the Company’s effective tax rate associated with the Company’s continuing operations: For the Years Ended July 31, 2022 2021 % % Statutory federal rate 21.0 21.0 State tax rate, net of statutory federal effect 8.8 8.8 Rate differential ( 16.2 ) ( 29.5 ) Permanent difference on non-deductible expenses 0.0 0.0 Utilization of the Net Operating Loss (“NOL”) from prior years 0 . 1.3 Change in valuation allowance ( 13.6 ) ( 1.6 ) Effective tax rate 0.0 0.0 Deferred tax assets The Company’s deferred tax assets associated with its continuing operations are comprised of the following: As of July 31, 2022 2021 Deferred tax assets: Allowance for doubtful account $ 105,059 $ 105,059 Net operating loss carry forwards 1,563,354 664,208 Deferred tax assets before valuation allowance 1,668,413 769,267 Less: valuation allowance ( 1,668,413 ) ( 769,267 ) Net deferred tax assets $ - $ - The Company follows ASC 740, “Income Taxes”, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. F- 32 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 15 – TAXES (continued) The Company’s deferred tax assets primarily derived from the net operating loss (“NOL”) and allowance for doubtful accounts. For the year ended July 31, 2022 and 2021, the Company suffered net operating losses due to reduced number of customers for ATIF’s consulting service. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and reduces the carrying amount of the deferred tax assets by a valuation allowance to the extent it believes a portion or all of the deferred tax assets will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience, expectation of future income, the carry forward periods available for tax reporting purposes, and other relevant factors. As of July 31, 2022 and 2021, management believes that the realization of the deferred tax assets appears to be uncertain and may not be realizable in the near future. Therefore, a 100 % valuation allowance has been provided against the deferred tax assets. (c) Taxes Payable The Company’s taxes payable from its continuing operations consists of the following: As of July 31, 2022 2021 Value added tax payable $ - $ 18,104 Income tax payable - 39,253 Other taxes payable - 660 Total taxes payable $ - $ 58,017 Uncertain tax positions The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized and recorded as necessary in the provision for income taxes. The Company is subject to income taxes in the PRC. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB 100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. There were no uncertain tax positions as of July 31, 2022 and 2021 and the Company does not believe that its unrecognized tax benefits will change over the next twelve months. F- 33 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 – EQUITY Ordinary Shares The Company was incorporated under the laws of the British Virgin Islands on January 5, 2015. Prior to the Reorganization, the Company was authorized to issue up to 100,000,000 ordinary shares with par value of $ 0.0004 per share and 50,000,000 shares were issued at par value. On August 21, 2018, the Company amended its Memorandum of Association and passed corporate authorizations to redeem and cancel the 50,000,000 issued shares and simultaneously increased the number of the authorized shares to 100,000,000,000 and increased the par value of each share to $0.001. In connection with the cancellation of the 50,000,000 shares, the Company issued 50,000 shares to the controlling shareholders at $0.001 per share. Shares cancelled in disposition of LGC On January 29, 2021, the Company completed a disposition of 51.2 % of the equity interest of LGC. The Company sold all of its shares of LGC to Jiang Bo, Jiang Tao and Wang Di (collectively, the “Buyers”) in exchange for (i) 5,555,548 ordinary shares of the Company owned by the Buyers and (ii) payment by the Buyers in the amount of $2,300,000 (Note 4). The Company bought back and subsequently cancelled those 5,555,548 ordinary shares. Reverse stock split On August 23, 2021, we completed a five (5) for one (1) reverse stock split (the “Reverse Split”) of our issued and outstanding ordinary shares, par value $ 0.001 per share. From a BVI legal perspective, the Reverse Split applied to the issued shares of the Company on the date of the Reverse Split and does not have any retroactive effect on the Company’s shares prior that date. However, for accounting purposes only (with no BVI legal effect), references to our ordinary shares in this annual report are stated as having been retroactively adjusted and restated to give effect to the Reverse Split, as if the Reverse Split had occurred by the relevant earlier date. From a BVI legal perspective, the Reverse Split applied to the issued shares of the Company on the date of the Reverse Split and does not have any retroactive effect on the Company’s shares prior that date. However, for accounting purposes only (with no BVI legal effect), references to our ordinary shares in this annual report are stated as having been retroactively adjusted and restated to give effect to the Reverse Split, as if the Reverse Split had occurred by the relevant earlier date. In connection with the Reverse Split, the Company issued 6,076 ordinary shares as fractional shares in September 2021. In October 2021, the investors, who subscribed for ordinary shares in the registered direct offering closed in November 2020, exercised warrants to purchase 389,855 ordinary shares at cash consideration of $ 1,068,203 . In January 2022, these investors also cashlessly exercised warrants to purchase 70,131 ordinary shares. As of July 31, 2022 and 2021, the Company had a total of 9,627,452 and 9,161,390 ordinary shares issued and outstanding. F- 34 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 – EQUITY (continued) Statutory reserve and restricted net assets Huaya, the Company’s subsidiary incorporated the PRC, is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10 % of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50 % of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. The statutory reserve may be applied against prior year losses, if any, and may be used for general business expansion and production or increase in registered capital, but are not distributable as cash dividends. The payment of dividends by entities organized in China is subject to limitations, procedures and formalities. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China. The results of operations reflected in the consolidated financial statements prepared in accordance with U.S GAAP may differ from those in the statutory financial statements of the WFOEs and VIEs. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by State Administration of Foreign Exchange. In light of the foregoing restrictions, Huaya is restricted in its ability to transfer their net assets to the Company. Foreign exchange and other regulations in the PRC may further restrict its subsidiary in the PRC from transferring funds to the Company in the form of dividends, loans and advances. As of July 31, 2021, the restricted amounts as determined pursuant to PRC statutory laws totaled $ 355,912 and total restricted net assets from the Company’s continuing operations amounted to $ 962,374 , respectively. As of July 31, 2022, the statutory reserve balance was $ 355,912 , and total restricted net assets of the Company was $ nil due to the disposal of Huaya in May 2022 (Note 6). F- 35 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 17 – CONTIGENCIES From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Pending Legal Proceeding with Boustead Securities, LLC (“Boustead”) On May 14, 2020, Boustead filed a lawsuit against the Company and LGC for breaching the underwriting agreement Boustead had with each of the Company and LGC, in which Boustead was separately engaged as the exclusive financial advisor to provide financial advisory services to the Company and LGC. In April 2020, the Company acquired 51.2 % equity interest in LGC after LGC terminated its efforts to launch an IPO on its own. Boustead alleged that the acquisition transaction between the Company and LGC was entered into during the lockup period of the exclusive agreement between Boustead and LGC, and therefore deprived Boustead of compensation that Boustead would otherwise have been entitled to receive under its exclusive agreement with LGC. Therefore, Boustead is attempting to recover from the Company an amount equal to a percentage of the value of the transaction it conducted with LGC. Boustead’s Complaint alleges four causes of action against the Company, including breach of contract; breach of the implied covenant of good faith and fair dealing; tortious interference with business relationships and quantum meruit. On October 6, 2020, ATIF filed a motion to dismiss Boustead’s Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6) and 12(b)(5). On October 9, 2020, the United States District Court for the Southern District of New York directed Boustead to respond to the motion or amend its Complaint by November 10, 2020. Boustead opted to amend its complaint and filed the amended complaint on November 10, 2020. Boustead’s amended complaint asserts the same four causes of action against ATIF and LGC as its original complaint. The Company filed another motion to dismiss Boustead’s amended complaint on December 8, 2020. On August 25, 2021, the United States District Court for the Southern District of New York granted ATIF’s motion to dismiss Boustead’s first amended complaint. In its order and opinion, the United States District Court for the Southern District of New York allowed Boustead to move for leave to amend its causes of action against ATIF as to breach of contract and tortious interference with business relationships, but not breach of the implied covenant of good faith and fair dealing and quantum meruit. On November 4, 2021, Boustead filed a motion seeking leave to file a second amended complaint to amend its cause of action for Breach of Contract. The Court granted Boustead’s motion for leave and Boustead filed the second amended complaint on December 28, 2021 alleging only breach of contract and dropping all other causes of action alleged in the original complaint. On January 18, 2022, the Company filed a motion to dismiss Boustead’s second amended complaint. Boustead filed its opposition on February 1, 2022 and the Company replied on February 8, 2022. On July 6, 2022, the Court denied our motion to dismiss the second amended complaint. Thereafter, on August 3, 2022, the Company filed a motion to compel arbitration of Boustead’s claims in California. Briefing on the Company’s motion to compel concluded on August 23, 2022. The Court has yet to rule on that motion. Boustead is also seeking a default judgment against LGC and recently filed an order to show cause for default judgment against LGC. The Court has not ruled on Boustead’s request for entry of default judgment against LGC. ATIF is currently evaluating how it will respond to Boustead’s motion for leave. In sum, the Boustead litigation is currently in the pleadings stage. Our management believes it is premature to assess and predict the outcome of this pending litigation. F- 36 ATIF HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 18 – SUBSEQUENT EVENTS Enter into a new consulting agreement with a customer On August 12, 2022, the Company entered into a consulting agreement (the “Consulting Agreement”) with Massimo Motor Sports, LLC, a Texas limited liability company (“Massimo”) and with an effective date of August 10, 2022. Pursuant to the Consulting Agreement, Massimo agreed to engage the Company as an independent consultant and ATIF agreed to provide Massimo with consulting services, including but not limited to the following: (i) conducting due diligence on Massimo; (ii) assisting Massimo in identifying required suitable qualified professional service provider firms to support Massimo’s contemplated transition into a public company; (iii) working with other professional advisor parties engaged by Massimo in completing all necessary tasks required for the process of going public; (iv) assisting Massimo in identifying any person that can add value to Massimo’s strategy and business; and (v) assisting Massimo on an on-going basis in meeting public reporting requirements for six months after Massimo goes public. In exchange for the services to be provided by the Company pursuant to the Consulting Agreement, Massimo agreed to pay the Company a total of $ 800,000 , with $ 300,000 paid within five days of execution of the Consulting Agreement, another installment of $ 300,000 paid upon the Company’s completion of conducting due diligence services for Massimo, $ 100,000 paid upon the Company’s completion of assisting Massimo in the selection and negotiation of third-party institutions, and another installment of $ 100,000 paid within three days of Massimo’s successful initial public offering. Massimo further agreed to reimburse the Company under the Consulting Agreement for travel expenses in connection with the activities performed under the Consulting Agreement. Enter into a sales agreement of ATIF GP On August 1, 2022, the Company entered into a sales agreement with a third party, pursuant to which the Company sold all of its equity interest in ATIF GP at the cost of $ 50,000 . The management believed the disposition does not represent a strategic shift because it is not changing the way it is running its consulting business. The Company has not shifted the nature of its operations. The termination is not accounted as discontinued operations in accordance with ASC 205-20. F- 37