What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2023-11-13 compared with 2022-11-02 · 310 added, 461 removed, 75 unchanged (91% of the section changed)

1 unchanged sentence

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Common Stock

Market for Ordinary shares

Our Ordinary Shares have been listed on the Nasdaq

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Holders of Record of Ordinary Shares

As of October 25, 2022, we had approximately

32 shareholders of record for our ordinary shares.

The foregoing number of shareholders of record does not include an unknown number

of shareholders who hold their shares in “street name.”

of November 13, 2023, we had approximately 29 shareholders of

record for our ordinary shares.

The foregoing number of shareholders of record does not include an unknown number of shareholders

who hold their shares in “street name.”

Dividend Policy

10 unchanged sentences

Compensation Plans.

The following “Use of Proceeds” information

relates to the registration statement on Form F-1, as amended (File Number 333-228750) for our IPO of up to 800,000 ordinary shares

(as adjusted to reflect the Reverse Split), which was declared effective by the SEC on February 8, 2019, and the registration statement

on Form F-3, as amended (File Number 333-239131) for the sale of our securities of up to an aggregate initial offering price not

to exceed $50,000,000, which was declared effective by the SEC on September 21, 2020.

In April 2019, we completed our IPO in which

we issued and sold an aggregate of 414,935 ordinary shares (as adjusted to reflect the Reverse Split) at a price of $25.00 per ordinary

shares (as adjusted to reflect the Reverse Split) for a total offering size of approximately $10,373,360.

The net proceeds raised from

the IPO were $9,558,243 after deducting underwriting commissions and the offering expenses payable by us.

Boustead Securities, LLC was

the underwriter of our IPO.

We incurred approximately $1,440,680 in expenses

in connection with our IPO, which included approximately $720,253 in underwriting commissions for the IPO and approximately $720,427

in other costs and expenses.

None of the transaction expenses included payments to directors or officers of our company or their associates,

persons owning more than 10% or more of our equity securities or our affiliates.

None of the net proceeds we received from the IPO were

paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities

or our affiliates.

As of July 31, 2022, we have used all of

the net proceeds from our IPO, including (i) $3,155,853 for daily operations, (ii) $1,452,792 for investment in financial instruments,

(iii) $1,354,579 for acquisition and related fees, (iv) $994,041 for marketing, (v) $895,651 for outsourced services, (vi) $746,853

for for purchases of fixed assets, (vii) $450,000 for securities accounts deposit, (viii) $316,567 for Online system development

and IT technology supporting expenses, and(ix) $191,908 for IPO related expenses.

In June 2020, we filed a registration statement

on Form F-3, as amended (File Number 333-239131), to offer ordinary shares, preferred shares, warrants to purchase ordinary shares,

preferred shares, debt securities, (not to exceed $10,000,000 in the aggregate), or units consisting of a combination of any or all of

these securities at an aggregate offering price of up to $50,000,000 We intend to use the net proceeds from such offerings in the manner

as disclosed in our registration statement on Form F-3, as amended (File Number 333-239131).

In January 2021, we filed a registration statement

on Form F-1, as amended (File Number 333-251924) relating to the resale of an aggregate of 947,826 ordinary shares (as adjusted for the

Reverse Split) that are issuable upon the exercise of outstanding warrants by the selling shareholders identified herein.

These warrants

were issued in connection with a private placement we completed on November 5, 2020.

We will not receive any of the proceeds from the

sale by the selling shareholders of the ordinary shares.

Upon any exercise of the warrants by payment of cash, however, we will receive

the exercise price of the warrants.

In April 2021, we filed a registration statement

on Form F-1 (File Number 333-255545) to offer ordinary shares and warrants to purchase ordinary shares not to exceed an aggregate offering

price of up to $15,000.000.

We intend to use the net proceeds from such offerings in the manner as disclosed in our registration statement

on Form F-1 (File Number 333-255545).

On August 12, 2021, our Board of Directors approved

a reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding ordinary shares, par value $0.001

per share, at a ratio of 5-for-1 so that every five (5) shares of US$0.001 par value in issue on the date of the Reverse Split was combined

into one (1) share of US$0.005 par value.

Shareholders otherwise entitled to receive a fractional share as a result of the reverse stock

split will receive a whole share in lieu of such factional share, as relevant.

Both immediately before and after completion of the

Reverse Split, the Company is and will be authorized to issue 100,000,000,000 shares of US$0.001 par value each, divided into two classes.

As a result of the Reverse Split, the Company’s issued and outstanding ordinary shares will be reduced from 45,806,952 ordinary

shares of US$0.001 par value to approximately 9,161,390 ordinary shares of US$0.005 par value each.

The par value of the ordinary shares

will be $0.001 per share after completion of the Reverse Split, as the par value of each share was amended back to US$0.001.

Recent Sales of Unregistered Securities

Sales of Unregistered Securities

In the three years preceding the filing of this

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D promulgated thereunder.

On November 6, 2020, in a private placement,

we sold to three accredited investors 869,565 Ordinary Shares and warrants to purchase a total of 869,565 Ordinary Shares at an exercise

On November 6, 2020, in a private placement, we

sold to three accredited investors 869,565 Ordinary Shares and warrants to purchase a total of 869,565 Ordinary Shares at an exercise

price of $4.60 per share which are exercisable for five years from the date of issuance.

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- MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in this Annual Report

on Form 10-K.

Some of the statements contained in the following discussion of the Company’s financial condition and results of

operations refer to future expectations or include other “forward-looking” information.

Those statements are subject to known

and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated,

including, but not limited to, those discussed in Part I, Item 1A of this report under the heading “Risk Factors,” which

are incorporated herein by reference.

See “Special Note regarding Forward-Looking Statements” included in this Report on

Form 10-K for a discussion of factors to be considered when evaluating forward-looking information detailed below.

These factors could

cause our actual results to differ materially from the forward-looking statements.

We offer financial consulting services to small and medium-sized enterprise

customers in Asia and North America.

Our goal is to become an international financial consulting company with clients and offices throughout

Since our inception in 2015, the focus of our consulting business has been providing comprehensive going public consulting services

designed to help SMEs become public companies on suitable markets and exchanges.

January 4, 2021, we established an office in California, USA, through our wholly owned subsidiary ATIF Inc., a California corporation,

and launched, in addition to our business consulting services, additional service models consisting of asset management, investment holding

and media services to expand our business with a flexible business concept to achieve a goal of high growth revenue and strong profit

August 12, 2021, our Board of Directors approved a reverse stock split (the “Reverse Split”) of our issued and outstanding

ordinary shares, par value $0.001 per share, at a ratio of 5-for-1 so that every five (5) shares of US$0.001 par value in issue on the

date of the Reverse Split was combined into one (1) share of US$0.005 par value.

Shareholders otherwise entitled to receive a fractional

share as a result of the reverse stock split will receive a whole share in lieu of such factional share, as relevant.

and after completion of the Reverse Split, the Company is and will be authorized to issue 100,000,000,000 ordinary shares of US$0.001

par value each.

As a result of the Reverse Split, the Company’s issued and outstanding ordinary shares was reduced from 45,806,952

ordinary shares of US$0.001 par value each to approximately 9,161,390 ordinary shares of par value $0.005 per share.

On August 23, 2021,

we amended our Memorandum of Association and Articles of Association in connection with our five-for-one reverse stock split to amend

the par value back to $0.001 per ordinary share.

Our ordinary shares, as adjusted per the Reverse Split, began trading on the Nasdaq

Capital Market on August 30, 2021.

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.

We own 76.6% limited partner interest in ATIF, LP.

The investment manager for the fund is

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.

addition, the Company also paid investment gain of $29,149 to the limited partner, which was recorded as a reduction of non-controlling

On August 1, 2022, ATIF USA entered into and closed a Sale and Purchase Agreement (the “Agreement”) with

Asia Time (HK) International Finance Service Limited (the “Buyer”), pursuant to which the Company sold all of its equity interest

in ATIF GP for cash consideration of US$50,000 (the “Agreement”).

The management believed the disposition does not represent

a strategic shift because it is not changing the way it is running its business.

The discussion should be read in conjunction

with the Consolidated Financial Statements and Notes thereto contained in this Annual Report on Form 10-K.

Some of the statements contained

in the following discussion of the Company’s financial condition and results of operations refer to future expectations or include

other “forward-looking” information.

Those statements are subject to known and unknown risks, uncertainties and other factors

that could cause the actual results to differ materially from those contemplated, including, but not limited to, those discussed in Part

I, Item 1A of this report under the heading “Risk Factors,” which are incorporated herein by reference.

Note regarding Forward-Looking Statements” included in this Report on Form 10-K for a discussion of factors to be considered when

evaluating forward-looking information detailed below.

These factors could cause our actual results to differ materially from the forward-looking

Business Overview

We offer financial consulting services to small

and medium-sized enterprise customers in Asia and North America.

Our goal is to become an international financial consulting company with

clients and offices throughout Asia.

Since our inception in 2015, the focus of our consulting business has been providing comprehensive

going public consulting services designed to help SMEs become public companies on suitable markets and exchanges.

On January 4, 2021, we established an office in

California, USA, through our wholly owned subsidiary ATIF Inc., a California corporation, and launched, in addition to our business consulting

services, additional service models consisting of asset management, investment holding and media services to expand our business with

a flexible business concept to achieve a goal of high growth revenue and strong profit growth.

Reverse Split

On August 12, 2021, our Board of Directors approved

a reverse stock split (the “Reverse Split”) of our issued and outstanding ordinary shares, par value $0.001 per share, at

a ratio of 1 -for-5so that every five (5) shares issued and outstanding on the date of the Reverse Split was combined into one (1) ordinary

share, US$0.005 par value.

Shareholders otherwise entitled to receive a fractional share as a result of the reverse stock split will receive

a whole share in lieu of such factional share, as relevant.

Both before and after completion of the Reverse Split, the Company is

and will be authorized to issue 100,000,000,000 ordinary shares of US$0.001 par value each.

As a result of the Reverse Split, the Company’s

issued and outstanding ordinary shares was reduced from 45,806,952 ordinary shares of US$0.001 par value each to approximately 9,161,390

ordinary shares of par value $0.005 per share.

On August 23, 2021, we amended our Memorandum of Association and Articles of Association

in connection with our one -for- five reverse stock split to amend the par value back to $0.001 per ordinary share.

Our ordinary shares,

as adjusted per the Reverse Split, began trading on the Nasdaq Capital Market on August 30, 2021.

Recent Updates

On October 6 and October

7, 2022, ATIF Inc., a wholly owned subsidiary of ATIF, established ATIF Business Consulting LLC (“ATIF BC”) and ATIF Business

Management LLC (“ATIF BM”) under the laws of California of the United States, respectively.

On August 1, 2022, ATIF

USA entered into and closed a Sale and Purchase Agreement (the “Agreement”) with Asia Time (HK) International Finance Service

Limited (the “Buyer”), pursuant to which the Company sold all of its equity interest in ATIF GP for cash consideration of

US$50,000 (the “Agreement”).

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.

The termination is not accounted as discontinued operations in accordance with ASC 205-20.

Upon the closing of the Agreement, ATIF GP

is no longer our subsidiary and ATIF USA ceased to be the investment manager of ATIF LP.

On May 31, 2022, we completed the transfer of

our equity interest in ATIF HK and Huaya to Mr.

Pishan Chi for $nil consideration.

The transfer of equity interest was to mitigate the

potential risks arising from the PRC government provision of new guidance to and restrictions on China-based companies raising capital

We determined that the transfer of our equity interest in ATIF HK and Huaya did not have a major effect on its operations and

financial results as we did not change our way of running business.

We also determined that the transfer of equity interest does not represent

a strategic shift in our business because there was no change to our operation of our consulting services.

There was no change to the

nature of our business, and did not affect our customers in North America, which is the major geographic market area of our business.

The termination is not accounted as discontinued operations in accordance with ASC 205-20.

February 3, 2021, we closed termination of our variable interest entity (“VIE”) agreements with Qianhai Asia Times (Shenzhen)

International Financial Services Co., Ltd.

(“Qianhai”) and its shareholders.

As of the date of this report, we do not, and

do not plan to use variable interest entities to execute our business plan or to conduct our China-based operations.

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 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

and there were no assets held for sale or disposal.

The termination of the Qianhai VIE agreements does not represent a strategic shift

that has (or will have) a major effect on the Company’s operations because our consulting service business as originally undertook

by Qianhai has been transferred to Huaya and ATIF Inc.

to serve the clients located in China and U.S.

respectively.

The termination of

the VIE agreements did not cause any regulatory penalties or non-compete agreements.

As a result, management concluded that the termination

of the Qianhai VIE agreements does not deemed to be a discontinued operation of our consulting service business.

On January 29, 2021, we completed the disposition of 51.2% of the equity

interest of LGC.

We sold all of our shares of LGC to Jiang Bo, Jiang Tao and Wang Di (collectively, the “Buyers”) in exchange

for (i) 1,111,110 of our ordinary shares 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.

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.

of July 31, 2022, we have one reporting segment, which is the provision of financial consulting services.

financial consulting services

launched our consulting services in 2015.

Our aim was to assist these Chinese enterprises by filling the gaps and forming a bridge between

PRC companies and overseas markets and exchanges.

We have a team of qualified and experienced personnel with legal, regulatory, and language

expertise in several overseas jurisdictions.

Our services are designed to help SMEs in China achieve their goal of becoming public companies.

We create a going public strategy for each client based on many factors, including our assessment of the client’s financial and

operational situations, market conditions, and the client’s business and financing requirements.

Since our inception and up to

the date of this report, we have successfully helped three Chinese enterprises to be quoted on the U.S.

OTC markets and are currently

assisting our other clients in their respective going public efforts.

All of our current and past clients have been Chinese companies,

and we plan to expand our operations to other Asian countries, such as Malaysia, Vietnam, and Singapore in the coming years.

For the year ended July 31, 2022 and 2021, we

provided consulting services to three customers and three customers, respectively, which primarily engaged the Company to provide consulting

services relating to going public in the US through IPO, reverse merger and acquisition.

The low volume of consulting services was due

to the recent intense tariff issues 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.

The termination is not accounted

as discontinued operations in accordance with ASC 205-20.

Upon the closing of the Agreement, ATIF GP is no longer our subsidiary and ATIF

USA ceased to be the investment manager of ATIF LP.

As of July 31, 2023,

we had one reporting segment, which is the provision of financial consulting services.

Our financial consulting services

Currently we provide consulting services to the

companies based in North America seeking listing in U.S..

We launched our consulting services in 2015.

Our aim was to assist Chinese enterprises

by filling the gaps and forming a bridge between PRC companies and overseas stock markets and exchanges.

We have a team of qualified and

experienced personnel with legal, regulatory, and language expertise in several jurisdictions outside the U.S.

Our services were designed

to help small and medium-sized enterprises (“SME”) in China achieve their goal of becoming public companies.

we shifted our geographic focus from China to North America emphasizing on helping mid and small companies in North America become public

companies on the U.S.

capital markets.

As a result, an increasing number of Chinese companies are putting off or slowing down their plans for U.S.

due to these uncertainties.

On May 31, 2022, we completed the transfer of our equity interest in ATIF HK and Huaya, through which we provided

consulting services to Chinese companies We plan to focus on providing consulting services to customers based in North America and other

areas and intend to continue cooperating with Huaya in connection with the expansion and provision of our business services in China.

From April 2022 through the date of this report, the Company entered into consulting agreements with five customers, among which four

are based in the North America.

We would create a going public strategy for each client based on many factors of such client, including

our assessment of the client’s financial and operational situations, market conditions, and the client’s business and financing

requirements.

Since our inception and up to the date of this report, we have successfully helped three Chinese enterprises to be quoted

OTC markets and are currently assisting our other clients in their respective going public efforts.

Most of our current and

past clients have been Chinese, U.S.

and Mexican companies, and we plan to expand our operations to other Asian countries, such as Malaysia,

Vietnam, and Singapore with continuing focus on the North American market in the coming years.

For the years ended July 31,

2023 and 2022, we provided consulting services to three and three customers, respectively, which primarily engaged the Company to

provide consulting services relating to going public in the US through IPO, reverse merger and acquisition.

On May 31, 2022, we completed

the transfer of our equity interest in ATIF HK and Huaya, through which we provided consulting services to Chinese companies.

to focus on providing consulting services to customers based in North America and other areas and intend to continue cooperating with

Huaya in connection with the expansion and provision of our business services in China.

From April 2022 through the date of this report,

the Company entered into consulting agreements with five customers, among which four are based in the North America.

total revenue generated from consulting services amounted to $2.5 million and $1.7 million for the years ended July 31, 2023 and 2022,

respectively.

Factors that Affect our Business

believe the following key factors may affect our consulting services:

trade disputes between China and the United States has negatively impacted our business.

the past two years, the U.S.

government has, among other actions, imposed new or higher tariffs on specified products imported from China

to penalize China for what it characterizes as unfair trade practices and China has responded by imposing new or higher tariffs on specified

products imported from the United States.

The uncertainties arising from the trade disputes between China and the United States negatively

impacted our potential customers’ confidence to go public through IPOs in the United States in fiscal year 2020 through 2022.

a result, both the number of our new going public consulting service customers and our going public consulting service revenue were kept

at low volume in fiscal year 2022 and 2021.

business success depends on our ability to acquire customers effectively.

customer acquisition channels primarily include our sales and marketing campaigns and existing customer referrals.

In order to acquire

customers, we have made significant efforts in building mutually beneficial long-term relationships with local government, academic institutions,

and local business associations.

In addition, we also market our consulting services through social media, such as WeChat or Weibo.

any of our current customer acquisition channels becomes less effective, if we are unable to continue to use any of these channels or

if we are not successful in using new channels, we may not be able to attract new customers in a cost-effective manner or convert potential

customers into active customers or even lose our existing customers to our competitors.

To the extent that our current customer acquisition

and retention efforts become less effective, our service revenue may be significantly impacted, which would have a significant adverse

effect on our revenues, financial condition, and results of operations.

consulting business faces strong market competition.

Key Factors that Affect our Business

We believe the following key factors may affect

our consulting services:

Our business success depends on our

ability to acquire customers effectively.

Our customer acquisition

channels primarily include our sales and marketing campaigns and existing customer referrals.

In order to acquire customers, we have made

significant efforts in building mutually beneficial long-term relationships with local government, academic institutions, and local business

associations.

In addition, we also market our consulting services through social media, such as WeChat and Weibo.

If any of our current

customer acquisition channels becomes less effective, we are unable to continue to use any of these channels or we are not successful

in using new channels, we may not be able to attract new customers in a cost-effective manner or convert potential customers into active

customers or even lose our existing customers to our competitors.

To the extent that our current customer acquisition and retention efforts

become less effective, our service revenue may be significantly impacted, which would have a significant adverse effect on our revenues,

financial condition, and results of operations.

Our consulting business faces strong

market competition.

are currently facing intense market competition.

2 unchanged sentences

customer acquisition and retention channels.

In light of the low barriers to entry in the financial consulting industry, we expect more

In light of the low barriers to entry into the financial consulting industry, we expect more

players to enter this market and increase the level of competition.

Our ability to differentiate our services from other competitors

will have significant impact on our business growth in the future

in PRC regulatory environment may impact our business and results of operations.

regulatory environment for the financial consulting industry in China is evolving.

Recently, many local governments have established

various subsidization schemes and policies to stimulate and encourage local business enterprises to go public, and this may stimulate

the growth of more financial consulting firms to become new players given the low barrier of entry into the financial consulting industry

As more players enter into the competition, PRC governmental authorities may publish and promulgate various new laws and rules to

regulate the financial consulting marketplace.

We have been closely tracking the development and implementation of new rules and

regulations likely to affect us.

We will continue to ensure timely compliance with any new rules and regulations and believe that

such timely compliance is essential to our growth.

To the extent that we may be required to adapt our operations to new laws and regulations,

our operating costs may increase which will impact our profitability.

business depends on our ability to attract and retain key personnel.

rely heavily on the expertise and leadership of our directors and officers to maintain our core competence.

Under their leadership, we

have been able to achieve rapid expansion and significant growth since our inception in 2015.

As our business scope increases, we expect

to continue to invest significant resources in hiring and retaining a deep talent pool of financial consultancy professionals.

to sustain our growth will depend on our ability to attract qualified personnel and retain our current staff.

of Operations

of Operation Results for the Years Ended July 31, 2022 and 2021

following table summarizes the results of our operations for the years ended July 31, 2022 and 2021, respectively, and provides

information regarding the dollar and percentage increase or (decrease) during such periods.

Our ability to differentiate our services from other competitors will

have a significant impact on our business growth in the future.

Our business depends on our ability

to attract and retain key personnel.

We rely heavily on the expertise and leadership

of our directors and officers to maintain our core competence.

Under their leadership, we have been able to achieve rapid expansion and

significant growth since our inception in 2015.

As our business scope increases, we expect to continue to invest significant resources

in hiring and retaining a deep talent pool of financial consultancy professionals.

Our ability to sustain our growth will depend on our

ability to attract qualified personnel and retain our current staff.

Results of Operations

The following table summarizes the results of

our operations for the years ended July 31, 2023 and 2022, respectively, and provides information regarding the dollar and percentage

increase or (decrease) during such periods.

For the years ended

Revenues – third parties

Revenues – related party

Revenues – a related party

Cost of revenues

2 unchanged sentences

General and administrative expenses

Provision against accounts receivable due from a related party

Total operating expenses

2 unchanged sentences

Interest income, net

Other expenses, net

Loss from investment in trading securities

Other income (expenses), net

Provision against due from buyers of LGC

Gain (loss) from investment in trading securities

Gain from disposal of subsidiaries and VIE

Total other (expense) income, net

Total other expense, net

Loss before income taxes

Income tax provision

Net loss from continuing operations

Net loss from discontinued operations

Our total revenue increased by $0.73 million, or 78%, from $0.9 million in fiscal year 2021, to $1.7 million in fiscal year 2022,

primarily attributable to completion of more phases of consulting services to customers.

Among the revenues of $1.7 million, $0.8 million

was contributed from a related party.

In July 2022, we provided consulting services to one of our related party’s customers and

earned revenues $0.8 million.

the year ended July 31, 2022, provision of our going public consulting services remained stable as compared with that of the same period

For the years ended July 31, 2022 and 2021, we provided going public services to three and three customers.

Our low-volume provision

of consulting services was mainly attributable to tightening of U.S.

legislation and public listing rules to curb some small Chinese

companies to access the U.S.

capital markets.

Accordingly an increasing number of Chinese companies are putting off or slowing down their

plans for U.S.

listings due to these uncertainties.

As a result, our potential customers’ perception and confidence to go public

through initial public offerings (“IPOs”) in the United States has been negatively impacted.

the uncertainty arising from the tightened U.S.

legislation and public listing rules to curb IPOs by small Chinese companies to

access the United States capital market, we anticipate our limited revenue growth from our consulting services and our continuous operating

net loss in the near terms.

However, we terminated VIE agreements with Qianhai and its shareholders, and we transferred equity interest

in ATIF HK and Huaya, and we aimed to provide our consulting services to more customers based in the U.S.

We also plan to hire more specialized

and talented employees in order to provide better services to our customers in the future.

We believe our competitive strengths, including

but not limited to, highly qualified professional service team with extensive experience in going public and consulting services, recognition

and reputation of our services achieved from our previous success helping our clients going public, established long-term professional

relationships with a group of well-known third-party professional providers both domestically and in the U.S., and established long-term

cooperation relationships with local chambers of commerce and associations, will help us develop more customers for our consulting services

to generate increased revenue in the long run.

April 2022 through the date of this report, we have entered into consulting service agreement with five customers, among which four are

based in the North America.

$ (2,882,299 )

$ (3,371,099 )

Our total revenue increased

by $0.8 million, or 47%, from $1.7 million in fiscal year 2022, to $2.5 million in fiscal year 2023, primarily attributable to an increase

of $0.5 million from consulting services to related parties.

The increase in revenues from related parties

was primarily because we provided consulting services to more customers on behalf of related parties.

For the year ended July 31, 2023,

we provided consulting services to two customers on behalf of a related party, while for the same period ended July 31, 2022, we provided

consulting services to one customer on behalf of a related party.

Cost of revenues.

We incurred cost

of revenues of $0.7 million in the fiscal year 2022 which was mainly incurred for direct costs including purchase of a shell company on

the over-the-counter (“OTC”) market and consulting expenses for one customer.

Selling expenses increased by $0.1 million, or 30%, from $0.4 million in fiscal year 2021 to $0.5 million in fiscal

Our selling expenses primarily consisted of outsourced service fees charged by third-party service providers, business development

expenses, potential customer referral commissions, salary and welfare expenses of our business development team, and business travel

The decrease in our selling expenses was primarily due to the following reasons:

1) an increase of $0.3 million in consulting

service fees for two consultants and marketing services for three consulting firms;

partially offset against 2) a decrease of $0.2 million

in expenses incurred by Qianhai, the VIE agreement with which was terminated in February 2021.

a percentage of sales, our selling expenses were 34% and 47% of our total revenues for the years ended July 31, 2022 and 2021, respectively.

and administrative expenses.

Our general and administrative expenses decreased by $0.3 million, or 9%, from $2.9 million in fiscal

year 2021 to $2.6 million in fiscal year 2022.

Our general and administrative expenses primarily consisted of salary and welfare expenses

of management and administrative team, office expenses, operating lease expenses, and professional fees such as audit and legal fees.

The decrease was mainly due to a decrease of professional fees of $0.4 million because our auditor and counselor decreased service fees

with termination of Qianhai VIE Agreement, partially offset against an increase of payroll and welfare expenses of $0.1 million as we

employed increasing headcount in the USA.

a percentage of sales, our general and administrative expenses were 159% and 312% of our total revenues for the years ended July 31,

2022 and 2021, respectively.

For the year ended July 31, 2022, interest income represented 1) the interest income of $0.4 million from outstanding

balance of $2.3 million due from buyers of LGC arising from the Company’s disposition of 51.2% equity interest in LGC.

rate for outstanding balance was 10% per annum, and 2) the minimal interest income from bank deposits.

of revenues of $0.7 million in the year ended July 31, 2022 which was mainly incurred for direct costs including purchase of a shell company

on the over-the-counter (“OTC”) market and consulting expenses for one customer.

For the year ended July 31, 2023, we did

not incur such expenses.

Selling expenses.

Selling expenses

decreased by $0.4 million, or 64%, from $0.6 million in year ended July 31, 2022 to $0.2 million in the same period ended July 31, 2023.

Our selling expenses primarily consisted of outsourced service fees charged by third-party service providers, business development expenses,

potential customer referral commissions, salary and welfare expenses of our business development team, and business travel expenses.

decrease in our selling expenses was primarily due to a decrease of $0.3 million in consulting expenses.

For the year ended July 31, 2023,

interest income arose from bank deposits.

from investment in trading securities.

Loss from investment in trading securities represented fair value changes from investment

in trading securities, which was measured at market price.

For the years ended July 31, 2022 and 2021, we recorded an investment

loss of $2.4 million and $0.3 million, respectively.

from disposal of subsidiaries and VIE .

For the year ended July 31, 2022, the Company reported a gain of $1.0 million from disposal

of ATIF HK and Huaya.

For the year ended July 31, 2021, the Company reported a gain of $0.4 million from termination of VIE agreement

with Qianhai.

loss from discontinued operations.

In January 2021, we completed the disposition of 51.2% of the equity interest of LGC.

results of LGC, as a discontinued operation, for the years ended July 31, 2021 are reported as components of net loss separate from the

net loss of continuing operations.

For details of composition of net loss from discontinued operations, please see Note 4 to our Consolidated

Financial Statements included with this annual report.

We are incorporated in the British Virgin Islands.

Under the current laws of the British Virgin Islands, we are not subject

to tax on income or capital gains in the British Virgin Islands.

Additionally, upon payments of dividends to the shareholders, no British

Virgin Islands withholding tax will be imposed.

HK is subject to Hong Kong profits tax at a rate of 16.5%.

However, ATIF HK did not have 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 had been

made in these periods.

the Company identified potential customers on its own and did not engage consultants to develop new customers.

Accordingly, the Company

did not incur consulting expenses for the year ended July 31, 2023.

As a percentage of sales, our selling expenses

were 8% and 34% of our total revenues for the years ended July 31, 2023 and 2022, respectively.

and administrative expenses.

Our general and administrative expenses decreased by $0.4 million,

or 15%, from $2.7 million in fiscal year 2022 to $2.2 million in fiscal year 2023.

Our general and administrative expenses primarily

consisted of salary and welfare expenses of management and administrative team, office expenses, operating lease expenses.

in general and administrative expenses was primarily because the general and administrative expenses of the year 2022 included the expenses

of $0.4 million incurred by ATIF HK and Huaya, the equity interest in which were transferred in May 2022.

As a percentage of sales, our general and administrative

expenses were 91% and 159% of our total revenues for the years ended July 31, 2023 and 2022, respectively.

Provision against due from buyers of LGC.

For the year ended July 31, 2023, the Company provided full provision of $2,654,767 against

the balances due from buyers of LGC as the management assessed it is remote to collect the outstanding balance.

The balance due from buyers

of LGC arose from our disposition of 51.2% of the equity interest of LGC in January 2021.

Provision against accounts receivable due

from a related party.

For the year ended July 31, 2023, the Company provided full provision

of $762,000 against the accounts receivable due from Huaya as the management assessed it is remote to collect the outstanding balance.

For the year ended July 31, 2023, interest income arose from bank deposits.

For the year ended July 31, 2022, interest income represented 1) the interest income of $0.4 million from outstanding balance of $2.3

million due from buyers of LGC arising from the Company’s disposition of 51.2% equity interest in LGC.

The interest rate for outstanding

balance was 10% per annum, and 2) the minimal interest income from bank deposits.

(loss ) from investment in trading securities.

Loss from investment in trading securities represented fair value changes from investment in trading securities, which was measured

at market price.

For the years ended July 31, 2023 and 2022, we recorded an investment gain of $0.2 million and a loss of $2.4 million,

respectively.

from disposal of subsidiaries .

For the year ended

July 31, 2023, the Company reported a gain of approximately $56,000 from disposal of ATIF GP.

For the year ended July 31, 2022, the Company

reported a gain of $1.0 million from disposal of ATIF HK and Huaya.

Income taxes.

We are incorporated

in the British Virgin Islands.

Under the current laws of the British Virgin Islands, we are not subject to tax on income or capital gains

in the British Virgin Islands.

Additionally, upon payments of dividends to the shareholders, no British Virgin Islands withholding tax

will be imposed.

ATIF HK is incorporated in Hong Kong and is subject

to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant

Hong Kong tax laws.

The applicable tax rate for the first HKD$2 million of assessable profits is 8.25% and assessable profits above HKD$2

million will continue to be subject to the rate of 16.5% for corporations in Hong Kong, effective from the year of assessment 2018/2019.

ATIF HK did not generate any assessable profits

arising in or derived from Hong Kong for the period from July 1, 2021 through May 31, 2022 when the Company transferred its equity interests

Accordingly no provision for Hong Kong profits tax has been made in the period.

was incorporated in the PRC.

Under the Income Tax Laws of the PRC, Huaya is subject to income tax at a rate of 10% under the preferential

tax treatment to Smaller-scale Taxpayers.

Inc, ATIF GP, ATIF LP and ATIF BD were incorporated in the U.S and are subject to federal and state income taxes on its business operations.

The federal tax rate is 21% and state tax rate is 8.84%.

We also evaluated the impact from the recent tax reforms in the United States,

including the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and Health and Economic Recovery Omnibus Emergency

Solutions Act (“HERO Act”), which were both passed in 2020, No material impact on the ATIF US is expected based on our analysis.

We will continue to monitor the potential impact going forward.

tax expense was $nil and $nil for the years ended July 31, 2022 and 2021 due to significant net operating loss in fiscal year 2022 and

tax treatment to Smaller-scale Taxpayers for the year ended July 31, 2022.

ATIF Inc, ATIF GP, ATIF LP, ATIF BD, ATIF BC and

ATIF BM were established in the U.S and are subject to federal and state income taxes on its business operations.

The federal tax rate

is 21% and state tax rate is 8.84%.

We also evaluated the impact from the recent tax reforms in the United States, including the Coronavirus

Aid, Relief, and Economic Security Act (“CARES Act”) and Health and Economic Recovery Omnibus Emergency Solutions Act (“HERO

Act”), which were both passed in 2020, No material impact on the ATIF US is expected based on our analysis.

We will continue to

monitor the potential impact going forward.

tax expense was $31,200 for the year ended July 31, 2023 because

our USA subsidiaries were making taxable income during the

year of 2023.

Income tax expense was $nil for the years ended July 31, 2022 due to significant net operating loss in fiscal year of 2022

which resulted in taxable losses.

As a result of foregoing, net loss was $3.4 million for the year ended July 31, 2022, a decrease of $5.6 million from

net loss of $9.0 million in fiscal year 2021.

and Capital Resources

As a result of foregoing,

net loss was $2.9 million for the year ended July 31, 2023, a decrease of $0.5 million from net loss of $3.4 million in fiscal year

Liquidity and Capital Resources

date, we have financed our operations primarily through cash flows from operations, working capital loans from our major shareholders,

2 unchanged sentences

operations primarily from cash generated from our operations and cash on hand.

and Going concern

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.

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.

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.

the Company had three service-in-progress agreements, and expected to generate consulting service fees of $2.5 million for the next 12

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

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.

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.

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

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.

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

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.

have not declared nor paid any cash dividends to our shareholders.

We do not plan to pay any dividends out of our restricted net assets

as of July 31, 2022.

have limited financial obligations denominated in U.S.

dollars, thus the foreign currency restrictions and regulations in the PRC on

the dividends distribution will not have a material impact on our liquidity, financial condition, and results of operations.

following table sets forth summary of our cash flows for the years indicated:

However, the Company may need to raise the cash flow from

related parties, and there is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all.

Liquidity and Going concern

the years ended July 31, 2023 and 2022, the Company reported a net loss of approximately $2.9 million

and $3.4 million, respectively, and operating cash outflows from continuing operations of approximately $2.3 million and $0.1 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, 2023, the Company had cash of $0.6

million and accounts receivables of $0.6 million due from a related party, which were highly liquid.

On the other hand, the Company had

current liabilities of $1.5 million, among which $0.7 million was due to related parties.

The balance due to related parties are payable

on demand and may be extended.

The Company’s ability to continue as a going concern is dependent on management’s ability to

successfully execute its business plan, which includes increasing revenue while controlling operating cost and expenses to generate positive

operating cash flows and obtain financing from outside sources.

Because of losses from operations, working capital

deficit, and the requirement of additional capital to fund our current operating plan at July 31, 2023, these factors indicate the existence

of an uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern.

The 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

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.

We have not declared nor paid any cash dividends

to our shareholders.

We do not plan to pay any dividends out of our restricted net assets as of July 31, 2023.

We have limited financial obligations denominated

dollars, thus the foreign currency restrictions and regulations in the PRC on the dividends distribution will not have a material

impact on our liquidity, financial condition, and results of operations.

The following table sets forth summary of our

cash flows for the years indicated:

For the Years Ended

1 unchanged sentence

$ (2,333,899 )

Net cash (used in) provided by investing activities

Net cash (used in) provided by financing activities

Net cash provided by (used in) investing activities

Net cash provided by (used in) financing activities

Effect of exchange rate change on cash

Net (decrease) increase in cash

Net decrease in cash

Cash, beginning of year

Cash, end of year

Operating Activities

Net cash used in operating activities was $2.3

1 unchanged sentence

Net cash used in operating activities was primarily comprised of net loss of $2.9 million,

adjusted for provision of $2.7 million against due from buyers of LGC, and provision of $0.8 million against accounts receivable due from

a related party, and net changes in our operating assets and liabilities, principally comprising of (i) an increase of accounts receivable

of $0.7 million due from third parties and $0.6 million due from a related party, respectively.

The increase was in line with increase

of revenues, and (ii) a decrease of accrued expenses and other current liabilities of $2.0 million as the Company was no longer liable

to an investment bank for loss making since disposal of ATIF GP.

Net cash used in operating activities was $0.1

million in fiscal year ended July 31, 2022.

Net cash used in operating activities was primarily comprised of net loss of $3.4 million,

adjusted for loss of $2.4 million from investment in trading securities, and net changes in our operating assets and liabilities, principally

1 unchanged sentence

current liabilities of $1.8 million as the Company is liable to an investment bank for loss making during the year ended July 31, 2022.

cash used in operating activities was $2.7 million in fiscal year ended July 31, 2021, consisting of the net cash used in operating

activities from continuing operations and discontinued operations of $2.6 million and $0.1 million, respectively.

Net cash used in operating

activities from continuing operations was primarily comprised of net loss from continuing operations of $2.4 million, adjusted for amortization

of right-of-use assets of $0.5 million, loss of $0.3 million from investment in trading securities, and net changes in our operating

assets and liabilities, principally comprising of a decrease of tax payable by $0.6 million and a decrease of lease liabilities of $0.5

million due to the termination of our VIE agreements with Qianhai and its shareholders, leading to the decrease of such accounts.

cash used in investing activities was $1.6 million in fiscal year 2022, primarily consisting of purchase of investment of $1.4 million

in listed equity securities, investment of $0.3 million in two equity securities, against proceeds of $0.2 million from disposal of property

and equipment.

cash provided by investing activities was $0.9 million in fiscal year 2021, primarily consisting of purchase of investment of $0.4 million

in listed equity securities, collection of investment deposit of $1.2 million for life insurance contract, against cash of $0.1 million

provided by discontinued operations.

cash used in financing activities was $2.0 million in fiscal year 2022, primarily consisting of payment of $3.0 million to three limited

partners of ATIF LP, as withdrawal of investment, partially offset by proceeds of $1.1 million in relation to exercise of warrants by

investors who subscribed for ordinary shares offered in registered direct offering which closed in November 2020.

cash provided by financing activities was $6.8 million in fiscal year 2021, primarily consisting of capital injection of $3.3 million

from ATIF LP, and capital of $3.5 million raised in a registered direct offering in November 2020.

Accounting Estimate

We prepare our audited consolidated financial statements in accordance

GAAP, which requires our management to make estimates that affect the reported amounts of assets, liabilities and disclosures

of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting

To the extent that there are material differences between these estimates and actual results, our financial condition or results

of operations would be affected.

We base our estimates on our own historical experience and other assumptions that we believe are reasonable

after taking account of our circumstances and expectations for the future based on available information.

We evaluate these estimates

on an ongoing basis.

expectations regarding the future are based on available information and assumptions that we believe to be reasonable, which together

form our basis for making judgments about matters that are not readily apparent from other sources.

Since the use of estimates is an

integral component of the financial reporting process, our actual results could differ from those estimates.

Some of our accounting policies

require a higher degree of judgment than others in their application.

We consider an accounting estimate to be critical if:

(i) the accounting

estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii)

changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could

have used in the current period, would have a material impact on our financial condition or results of operations.

When reading our audited

consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties

affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.

allowance for deferred tax assets

account for income taxes using the liability method in accordance with ASC 740, Income Taxes (“ASC 740”).

Under this method,

deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and

liabilities using enacted tax rates that will be in effect when the differences are expected to reverse.

Changes in deferred tax assets

and liabilities are recorded in earnings.

Deferred tax assets are reduced by a valuation allowance through a charge to income tax expense

when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized.

operate through our subsidiaries.

The valuation allowance is considered on an individual entity basis.

As of July 31, 2022 and 2021,

valuation allowances on deferred tax assets are provided because we believe that it is more-likely-than-not that certain of the subsidiaries

will not be able to generate sufficient taxable income in the near future, to realize the deferred tax assets carried-forwards.

of July 31, 2022 and 2021, the total valuation allowance for deferred tax assets was $1,668,413 and $997,378, respectively.

order to assess uncertain tax positions, we apply a more likely than not threshold and a two-step approach for the tax position measurement

and financial statement recognition.

Under the two-step approach, 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, 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.

we recognize interest and penalties, if any, under accrued expenses and other current

liabilities on our consolidated balance sheet and under other expenses in its consolidated statement of comprehensive loss.

31, 2022 and 2021, we did not have any significant unrecognized uncertain tax positions.

value of trading securities

measured our trading securities, which consisted of certain publicly-listed equity securities through various open market transactions,

at market value.

We reported a loss of $2,432,107 and $258,738 from investment in trading securities for the years ended July 31, 2022

Investing Activities

Net cash provided by investing activities was

$0.4 million in fiscal year 2023, primarily consisting of proceeds of $0.3 million from disposal of investments in two equity securities,

redemption of $94,799 from short-term investments, proceeds of $72,000 from disposal of property and equipment, and collection of loans

of $59,000 from a related party, partially offset against loans of $0.1 million made to a related party.

Net cash used in investing activities was $1.6

million in fiscal year 2022, primarily consisting of purchase of investment of $1.4 million in listed equity securities, investment of

$0.3 million in two equity securities, partially offset against proceeds of $0.2 million from disposal of property and equipment.

Financing Activities

Net cash provided by financing activities was

$0.7 million in fiscal year 2023, which was provided by borrowings of $0.7 million from a related party.

Net cash used in financing activities was $2.0

million in fiscal year 2022, primarily consisting of payment of $3.0 million to three limited partners of ATIF LP, as withdrawal of investment,

partially offset by proceeds of $1.1 million in relation to exercise of warrants by investors who subscribed for ordinary shares offered

in registered direct offering which closed in November 2020.

Accounting Policies and Estimate

We prepare our audited consolidated financial

statements in accordance with U.S.

GAAP, which requires our management to make estimates that affect the reported amounts of assets, liabilities

and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses

during the reporting periods.

As a result, management is required to routinely make judgments and estimates about the effects of matters

that are inherently uncertain.

Actual results may differ from these estimates under different conditions or assumptions.

Critical accounting policy is both material to

the presentation of financial statements and requires management to make difficult, subjective or complex judgments that could have a

material effect on financial condition or results of operations.

Accounting estimates and assumptions may become critical when they are

material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such

matters to change, and that have a material impact on financial condition or operating performance.

Critical accounting estimates are estimates that

require us to make assumptions about matters that were highly uncertain at the time the accounting estimate were made and if different

estimates that we reasonably could have used in the current period, or changes in the accounting estimate that are reasonably likely occur

from period to period, have a material impact on the presentation of our financial condition, changes in financial condition or results

of operations.

Due to the level of activity and lack of complex transactions, we believe there are currently no critical accounting policies

and estimates that affect the preparation of our financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

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FINANCIAL STATEMENTS AND SUPPLEMENTARY

The financial statements required by this item begin on page F-1 with

the index to financial statements followed by the financial statements.

CHANGES IN AND DISAGREEMENTS WITH

ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The financial statements required by this item

begin on page F-1 with the index to financial statements followed by the financial statements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity