What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-11-13 compared with 2023-11-13 · 213 added, 187 removed, 361 unchanged (53% of the section changed)

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have primarily focused on helping clients going public on the national stock exchanges and OTC Markets in the U.S.

As of the date of

this annual report, we have provided financial consulting services to SMEs in the United States, Mexico, China and Hong Kong.

As of the date of this

annual report, we have provided financial consulting services to SMEs in the United States, Mexico, China and Hong Kong.

The following

table illustrates the breakdown of our total revenue, organized by customers’ locations for the years

ended July 31, 2023 and 2022.

Percentage of Total

table illustrates the breakdown of our total revenue, organized by customers’ locations for the years ended July 31, 2024 and

Mainland China

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with Qianhai did not adversely affect Huaya, our business, financial condition, and results of operations.

January 14, 2021, the Company entered into the sales and purchase agreement (the “Sales and Purchase Agreement”) with the

majority shareholders of Leaping Group Co., Ltd.

(“LGC”) consisting

of Jiang Bo, Jiang Tao and Wang Di (collectively the “LGC Buyers”) to sell our 51.2% equity interest in LGC.

Pursuant to the

Sales and Purchase Agreement, the Company sold 10,217,230 ordinary shares of LGC in exchange for (i) 5,555,548 ordinary shares of the

Company owned by the LGC Buyers, and (ii) a cash payment of US$2,300,000 payable by January 14, 2023 at an interest rate of 10% per annum.

As of the date of this annual report, the 5,555,548 ordinary shares owned by the LGC Buyers have been returned to the Company and the

$2.3 million cash payment has not yet been received from the LGC Buyers.

For the years ended July 31, 2021 and 2020, we reported net loss

of $6.6 million and $11.0 million from discontinued operations of LGC as a separate component in the consolidated statements of operations.

In addition, for the year ended July 31, 2023, the Company provided full provision against the principal and interest aggregating approximately

$2.7 million due from the shareholders of LGC.

January 14, 2021, the Company entered into the sales and purchase agreement (the “Sales and Purchase Agreement”) with

the majority shareholders of Leaping Group Co., Ltd.

(“LGC”) consisting of Jiang Bo, Jiang Tao and Wang Di (collectively the “LGC Buyers”) to sell

our 51.2% equity interest in LGC.

Pursuant to the Sales and Purchase Agreement, the Company sold 10,217,230 ordinary shares of LGC

in exchange for (i) 5,555,548 ordinary shares of the Company owned by the LGC Buyers, and (ii) a cash payment of US$2,300,000

payable by January 14, 2023 at an interest rate of 10% per annum.

As of July 31, 2024, the 5,555,548

ordinary shares owned by the LGC Buyers have been returned to the Company and the $2.3 million cash payment has not yet been

received from the LGC Buyers.

For the years ended July 31, 2021 and 2020, we reported net loss of $6.6 million and $11.0 million

from discontinued operations of LGC as a separate component in the consolidated statements of operations.

In addition, for the year

ended July 31, 2023, the Company provided full provision against the principal and interest aggregating approximately $2.7 million

due from the shareholders of LGC.

a result of termination of the VIE agreements and sale of all our equity interests in LGC, we currently do not have a VIE structure.

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and secretarial services in North America in future.

April 16, 2024, the Company entered into a Securities Purchase Agreement (the “April 16 Purchase Agreement”) with a non-U.S

investor named in the Purchase Agreement (the “Purchaser”), pursuant to which the Company agreed to sell an aggregate of 1,092,512

newly issued ordinary shares of the Company, $0.001 par value per ordinary share (the “Ordinary Shares”) at a purchase price

of $1.23 per share (the “April 16 Private Placement”).

In connection with the Private Placement, the Company received gross

proceeds in the amount of $1,343,789.76.

April 18, 2024, the Company entered into two securities purchase agreements (the “April 18 Purchase Agreements”) in a

private placement (the “April 18 Private Placement”) of the Company’s 813,010 newly issued ordinary shares, par

value $0.001 per ordinary share, with one (1) U.S.

accredited investor, as defined under Rule 501 of Regulation D, and one (1)

investor (individually, an “Investor” and collectively, the “Investors”), at the purchase price of

$1.23 per ordinary share.

The Company received gross proceeds in the amount of $1,000,002.38 in connection with the Private

of the April 18 Purchase Agreements and April 16 Purchase Agreement contained customary representations, warranties and covenants by the

parties for offerings of similar sizes.

The Company agreed that within a reasonable time after the Closing, the Company shall file a registration

statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale by the Investors of

the purchased ordinary shares.

We are filing the registration statement of which this prospectus forms a part to satisfy this obligation.

April 29, 2024, the Company entered into a deferred salary conversion agreement (“ Deferred Salary Conversion Agreement ”)

Jun Liu, the president, chief executive officer and chairman of the board of directors of the Company.

to the Agreement, the Company agreed to issue and Mr.

Liu agreed to accept 384,478 ordinary shares (“ Deferred Salary Debt Shares ”),

$0.001 par value in lieu of an unpaid salary of $349,875 owed to Mr.

Liu at a per share price of $0.91 which was the Nasdaq consolidated

closing bid price per share of the Company’s ordinary shares on April 29, 2024.

Corporate Structure

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Competitive Strengths

We believe that the following strengths enable

us to stand out in the financial service industry and differentiate us from our competitors:

We believe that the following

strengths enable us to stand out in the financial service industry and differentiate us from our competitors:

Experienced and Highly

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following table illustrates the breakdown of our cash transfer within our organization as of the day of the year ended July

ATIF INVESTMENT LTD

ATIF Business Consulting

the completion of the transfer of equity interest in ATIF HK and termination of VIE structure, the Company doesn’t have any interest

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distribution from its own cash position or contributions from its subsidiaries.

We are a British Virgin Islands business company.

We are a British Virgin Islands

business company.

We are a business consulting company providing financial consulting services to small and medium-sized enterprises (“SMEs”).

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cooperative partner Huaya.

our inception, our revenue has been mainly generated from our going public consulting services.

In April 2020, we acquired a 51.2% equity

interest in Leaping Group Co., Ltd.

(“LGC”) and our revenue was mainly comprised of going public consulting services and event

execution and planning services for the year ended July 31, 2020.

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

interest of LGC with three individuals.

For the years ended July 31, 2021 and 2020, we reported net loss of $6.6 million and $11.0 million

from discontinued operations of LGC as a separate component in the consolidated statements of operations.

Since our inception, our revenue

has been mainly generated from our going public consulting services.

In April 2020, we acquired a 51.2% equity interest in Leaping Group

(“LGC”) and our revenue was mainly comprised of going public consulting services and event execution and planning

services for the year ended July 31, 2020.

On January 29, 2021, we completed a disposition of 51.2% of the equity interest of LGC with

three individuals.

For the years ended July 31, 2021 and 2020, we reported net loss of $6.6 million and $11.0 million from discontinued

operations of LGC as a separate component in the consolidated statements of operations.

Beginning in August 2018, to complement and facilitate

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and news platform since its acquisition, and based on our current financial condition and operating performance, our management has assessed

that the likelihood of future use of the financial and news platform is remote, and we provided full impairment on the financial and news

platform in the year ended July 31, 2020.

In China, a fast-growing economy and a positive

market environment have created many entrepreneurial and high-growth enterprises, many of which need assistance in obtaining development

funds through financing.

Due to restrictions imposed by China’s foreign exchange regulations, it is difficult for foreign capital

to enter China’s capital market.

Because of the strict listing policies and a relatively closed financial environment in mainland

China, most small to medium sized enterprises in the development stage are unable to list on domestic exchanges in China.

Therefore, many

Chinese enterprises strive to enter international capital markets through overseas listing for equity financing.

However, in China, there

is a general lack of understanding of the international capital markets, as well as a lack of professional institutions that provide overseas

going public consulting services to these companies, and many of them may not be familiar with overseas listing requirements.

that the likelihood of future use of the financial and news platform is remote, and we provided full impairment on the financial and

news platform in the year ended July 31, 2020.

In China, a fast-growing economy

and a positive market environment have created many entrepreneurial and high-growth enterprises, many of which need assistance in obtaining

development funds through financing.

Due to restrictions imposed by China’s foreign exchange regulations, it is difficult for foreign

capital to enter China’s capital market.

Because of the strict listing policies and a relatively closed financial environment in

mainland China, most small to medium sized enterprises in the development stage are unable to list on domestic exchanges in China.

many Chinese enterprises strive to enter international capital markets through overseas listing for equity financing.

However, in China,

there is a general lack of understanding of the international capital markets, as well as a lack of professional institutions that provide

overseas going public consulting services to these companies, and many of them may not be familiar with overseas listing requirements.

launched our consulting services in 2015.

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31, 2024, we have successfully helped nine Chinese enterprises to be quoted on the U.S.

OTC markets along with one client getting listed

OTC markets along with three client getting listed

on Nasdaq Stock Market and are currently assisting our other clients in their respective going public efforts.

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, by as opportunities arises.

On January 4, 2021, we announced the relocation

of our operating headquarter to California, USA, through our wholly owned subsidiary ATIF Inc., a California corporation incorporated

on October 26, 2020, 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.

As part of this relocation and to streamline the management chain and to improve management control with a goal

of lower costs, we transition the services from our variable interest entity (“VIE”), Qianhai Asia Times (Shenzhen) International

Financial Services Co., Ltd.

of our clients are Chinese companies and American companies, and we plan to expand our operations to North America such as Mexico because

we believe there is a huge market potential there.

On January 4, 2021, we announced

the relocation of our operating headquarter to California, USA, through our wholly owned subsidiary ATIF Inc., a California corporation

incorporated on October 26, 2020, 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.

As part of this relocation and to streamline the management chain and to improve management

control with a goal of lower costs, we transition the services from our variable interest entity (“VIE”), Qianhai Asia Times

(Shenzhen) International Financial Services Co., Ltd.

(“Qianhai”), to ATIF Inc.

and Huaya, and terminated the VIE agreements with Qianhai on January

Before the termination, operating revenue generated through Qianhai VIE amounted to $645,127, and net income (loss) amounted

to $(1,562,037) for the years ended July 31, 2020.

The termination of the Qianhai VIE agreements did not cause a material impairment of

our long-lived assets (primarily including fixed assets such as office furniture and equipment and automobile) because such assets only

amounted to $184,740 and $68,375 as of July 31, 2020 and 2019, respectively.

All of the fixed assets were transferred to Huaya upon termination

of the VIE agreement.

In addition, we had discussions with other business organizations to collaborate with a goal of leveraging their

resources to assist us to grow our business centers in other jurisdictions.

We believe that this streamlined management model and strategic

partnership strategy is in line with the current fast-changing and competitive business environment and will provide us with strong growth

The termination of the VIE agreement with Qianhai did not adversely affect Huaya, our business, financial condition, and results

of operations.

On January 14, 2021, the Company entered into

the Sale and Purchase Agreement with the majority shareholders of LGC consisting of Jiang Bo, Jiang Tao and Wang Di (collectively the

“LGC Buyers”) to sell all interests in LGC.

Pursuant to the Sales and Purchase Agreement, the Company sold 10,217,230 ordinary

shares of LGC in exchange for (i) 5,555,548 ordinary shares of the Company owned by the LGC Buyers, and (ii) payment by the LGC Buyers

in the amount of US$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.

and Huaya, and terminated the VIE agreements

with Qianhai on January 31, 2021.

Before the termination, operating revenue generated through Qianhai VIE amounted to $645,127, and net

income (loss) amounted to $(1,562,037) for the years ended July 31, 2020.

The termination of the Qianhai VIE agreements did not cause

a material impairment of our long-lived assets (primarily including fixed assets such as office furniture and equipment and automobile)

because such assets only amounted to $184,740 and $68,375 as of July 31, 2020 and 2019, respectively.

All of the fixed assets were transferred

to Huaya upon termination of the VIE agreement.

In addition, we had discussions with other business organizations to collaborate with

a goal of leveraging their resources to assist us to grow our business centers in other jurisdictions.

We believe that this streamlined

management model and strategic partnership strategy is in line with the current fast-changing and competitive business environment and

will provide us with strong growth capability.

The termination of the VIE agreement with Qianhai did not adversely affect Huaya, our business,

financial condition, and results of operations.

On January 14, 2021, the Company

entered into the Sale and Purchase Agreement with the majority shareholders of LGC consisting of Jiang Bo, Jiang Tao and Wang Di (collectively

the “LGC Buyers”) to sell all interests in LGC.

Pursuant to the Sales and Purchase Agreement, the Company sold 10,217,230

ordinary shares of LGC in exchange for (i) 5,555,548 ordinary shares of the Company owned by the LGC Buyers, and (ii) payment by the LGC

Buyers in the amount of US$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 the date of this

annual report, the 5,555,548 shares of ordinary shares owned by the LGC Buyers have been returned to the Company and the $2.3 million

cash payment has not yet been received from the LGC Buyers.

For the years ended July 31, 2021 and 2020, we reported net loss of $6.6 million

and $11.0 million from discontinued operations of LGC as a separate component in the consolidated statements of operations.

After completion

of the transaction, the Company shall no longer hold any shares of LGC and LGC shall no longer be subsidiary of ATIF.

The Sales and Purchase

Agreement closed on January 29, 2021.

We entered into the Sale Purchase Agreement because

we believed that due to the continued impact of COVID-19 in China, it will take longer, and additional capital will be required for traditional

entertainment and cinemas businesses like LGC to recover.

Further, in light of the Company moving its headquarter to California and transitioning

to a new business model focusing on business consulting, asset management, investment holding and media services, the Company no longer

believes that its business has synergy with LGC’s cinema advertising and cinema operation business.

Our management and LGC’s

management also had different views of LGC’s future business direction.

date of this annual report, the 5,555,548 shares of ordinary shares owned by the LGC Buyers have been returned to the Company and the

$2.3 million cash payment has not yet been received from the LGC Buyers.

For the years ended July 31, 2021 and 2020, we reported net loss

of $6.6 million and $11.0 million from discontinued operations of LGC as a separate component in the consolidated statements of operations.

After completion of the transaction, the Company shall no longer hold any shares of LGC and LGC shall no longer be subsidiary of ATIF.

The Sales and Purchase Agreement closed on January 29, 2021.

We entered into the Sale Purchase

Agreement because we believed that due to the continued impact of COVID-19 in China, it will take longer, and additional capital will

be required for traditional entertainment and cinemas businesses like LGC to recover.

Further, in light of the Company moving its headquarter

to California and transitioning to a new business model focusing on business consulting, asset management, investment holding and media

services, the Company no longer believes that its business has synergy with LGC’s cinema advertising and cinema operation business.

Our management and LGC’s management also had different views of LGC’s future business direction.

February 16, 2021, we established ATIF-1, LP (“ATIF LP”) as a private equity fund through our indirectly-wholly owned subsidiary,

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to which ATIF USA sold all of its membership interests in ATIF GP (the “Agreement”) to the Buyer for cash consideration of

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.

For the year ended July 31, 2023, the Company recorded

a gain of $56,038 from the transfer of equity interest.

On May 31, 2022, we completed the transfer of

our equity interest in ATIF HK and Huaya to Mr.

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.

For the year ended July 31, 2023, the Company recorded a gain of $56,038 from the transfer of equity interest.

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 our 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.

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

Before the disposal of ATIF HK and Huaya, operating revenue generated through Huaya amounted to $366,508 and $401,292, and net income

(loss) amounted to $(812,434) and $86,758 for the years ended July 31, 2023 and 2022 respectively.

The disposal of Huaya did not cause

a material impairment of our long-lived assets (primarily including fixed assets such as office furniture and equipment and automobile)

because it had no long-lived assets as of May 31, 2022.

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 offshore.

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

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.

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.

However, we intend to continue cooperating with Huaya in connection with the expansion and provision of our business

services in China.

Before the disposal of ATIF HK and Huaya, operating revenue generated through Huaya amounted to $366,508 and $401,292,

and net income (loss) amounted to $(812,434) and $86,758 for the years ended July 31, 2023 and 2022 respectively.

The disposal of Huaya

did not cause a material impairment of our long-lived assets (primarily including fixed assets such as office furniture and equipment

and automobile) because it had no long-lived assets as of May 31, 2022.

Marketing and Sales

We believe the success of our consulting business

requires building mutually beneficial long-term relationships with relevant and influential entities, and we have developed our main marketing

channels based on these relationships.

Since our inception, we have cultivated and maintained

cooperation with a number of city and provincial chambers of commerce and business associations in China, including the Zhejiang Chamber

of Commerce in Shenzhen and Guangdong, Shenzhen Industrial Park Association, Meixian Chamber of Commerce in Shenzhen, Wenzhou Chamber

of Commerce in Shenyang, Shenzhen Elite Chamber of Commerce, and the SME Service Platform in Northeast China.

There are no contractual

relationships between us and these organizations.

However, these local business organizations have helped our marketing efforts greatly,

due to the fact that:

(1) they have access to the information of local enterprises and often recommend and connect us with potential

We believe the success of

our consulting business requires building mutually beneficial long-term relationships with relevant and influential entities, and we have

developed our main marketing channels based on these relationships.

Since our inception, we have

cultivated and maintained cooperation with a number of city and provincial chambers of commerce and business associations in China, including

the Zhejiang Chamber of Commerce in Shenzhen and Guangdong, Shenzhen Industrial Park Association, Meixian Chamber of Commerce in Shenzhen,

Wenzhou Chamber of Commerce in Shenyang, Shenzhen Elite Chamber of Commerce, and the SME Service Platform in Northeast China.

no contractual relationships between us and these organizations.

However, these local business organizations have helped our marketing

efforts greatly, due to the fact that:

(1) they have access to the information of local enterprises and often recommend and connect

us with potential clients;

(2) they help us organize going public briefings and international financial lectures with local enterprises;

are able to utilize relationships with local government to initiate and organize government sponsored financial forums to promote and

introduce our consulting services to the local enterprises.

We also strive to maintain professional relationships

with our former and prospective clients.

Our former clients have benefited from our services and oftentimes are willing and able to introduce

prospective clients to us.

After nearly three years operating as a consulting service provider specialized in cross-border going public

services, we have developed a database consisting of former and prospective clients, using each as a resource for business connections

and social relations.

Our employees have been working in various industries

for many years, and accumulated networks of business and social relations including personal connections, corporate associations, and

governmental affiliations, which are all valuable resources through which we can potentially obtain new clients.

We are constantly seeking new and effective marketing

channels in order to grow into an international consulting company with clients and branches throughout Asia and North America.

To complement

and facilitate our growth perspectives, in 2018, we launched AT Consulting Center, we believe, it has the great potential in becoming

instrumental in our marketing efforts for continued growth of our consulting business.

In addition to our marketing efforts described

above, we also market our consulting services, through:

and (3) they are able to utilize relationships with local government to initiate and organize government sponsored financial forums

to promote and introduce our consulting services to the local enterprises.

We also strive to maintain

professional relationships with our former and prospective clients.

Our former clients have benefited from our services and oftentimes

are willing and able to introduce prospective clients to us.

After nearly three years operating as a consulting service provider specialized

in cross-border going public services, we have developed a database consisting of former and prospective clients, using each as a resource

for business connections and social relations.

Our employees have been working

in various industries for many years, and accumulated networks of business and social relations including personal connections, corporate

associations, and governmental affiliations, which are all valuable resources through which we can potentially obtain new clients.

We are constantly seeking

new and effective marketing channels in order to grow into an international consulting company with clients and branches throughout Asia

and North America.

To complement and facilitate our growth perspectives, in 2018, we launched AT Consulting Center, we believe, it has

the great potential in becoming instrumental in our marketing efforts for continued growth of our consulting business.

In addition to our marketing

efforts described above, we also market our consulting services, through:

Social media, principally WeChat and Weibo;

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Business relationships with well-known corporations and web platforms with large online traffics that can direct traffic to our website through links on their websites.

We face competition from a number of consulting

companies providing going public consulting services such as Greenpro Capital Corp., Forward Capital, and Dragon Victory, who recently

We face competition from a number of consulting companies providing

going public consulting services such as Greenpro Capital Corp., Forward Capital, and Metalpha Technology Holding Limited, who recently

entered going public consulting services in 2018.

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who often act as mere initial order takers, and then outsource a majority of services to third-party providers.

Currently, many of the going public consulting

providers in China operate on a relatively small scale, only with a few employees.

We believe that we are currently one of the few consulting

companies capable of providing comprehensive one-stop going public services to qualified enterprises.

However, due to favorable market

conditions, which may have been overheated by various Chinese government stimulus programs offered recently to encourage and reward enterprises

going public, a number of companies have entered and are entering the going public consulting business.

As such, we expect competition

will become more intense, and it is possible that we will not be able to maintain the growth rate we have achieved previously.

Currently, many of the going

public consulting providers in China operate on a relatively small scale, only with a few employees.

We believe that we are currently

one of the few consulting companies capable of providing comprehensive one-stop going public services to qualified enterprises.

due to favorable market conditions, which may have been overheated by various Chinese government stimulus programs offered recently to

encourage and reward enterprises going public, a number of companies have entered and are entering the going public consulting business.

As such, we expect competition will become more intense, and it is possible that we will not be able to maintain the growth rate we have

achieved previously.

Major Customers

majority of our clients are small to medium-sized enterprises seeking growth and expansion through going public on recognized exchanges,

and $2.5 million and $1.6 million was generated from our consulting services for the fiscal years ended July 31, 2023 and 2022, respectively.

For the year ended July 31, 2023, our clients were based in North

America and Hong Kong.

The number of our new consulting service clients was four and five for the fiscal years ended July 31, 2023 and

2022, respectively.

Due to the nature of our consulting business, which requires us to dedicate a large amount of resources to each of

our clients, we were able to generate a relatively large revenue from a small number of clients.

As a result, we had four and three clients

that accounted for more than 10% of our total revenues, for the fiscal years ended July 31, 2023 and 2022, respectively.

As we continue

to expand and grow the number of clients, we expect the risks arising from customer concentration will be mitigated accordingly.

of July 31, 2023, we had 13 full-time employees, including

1 in China and 12 in America.

None of our employees are subject to collective bargaining agreements governing their employment with us.

The majority of our clients are small to medium-sized enterprises seeking

growth and expansion through going public on recognized exchanges, and $0.6 million and $2.5 million was generated from our consulting

services for the fiscal years ended July 31, 2024 and 2023, respectively.

For the year ended July 31, 2024, our clients were based in

North America.

The number of our consulting service clients was eight and three for the fiscal years ended July 31, 2024 and 2023, respectively.

Due to the nature of our consulting business, which requires us to dedicate a large amount of resources to each of our clients, we were

able to generate a relatively large revenue from a small number of clients.

As a result, we had two and four clients that accounted for

more than 10% of our total revenues, for the fiscal years ended July 31, 2024 and 2023, respectively.

As we continue to expand and grow

the number of clients, we expect the risks arising from customer concentration will be mitigated accordingly.

As of July 31, 2024,

we had 8 full-time employees, including 1 in China and 7 in America.

None of our employees are subject to collective bargaining agreements

governing their employment with us.

We believe our employee relations are good.

We have received the approval for the following

trademark registrations:

Intellectual Property

We have received the approval

for the following trademark registrations:

Effective Date

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We also own five domain names:

ipoex.com, atifus.com, atifchina, chinacnnm.com

and dpoex.com.

are images of our trademarks:

ipoex.com, atifus.com, atifchina, chinacnnm.com and dpoex.com.

Below are images of our trademarks:

Recent Regulatory Development

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Corporate Office

Our principal executive office and production

facility is located in Lake Forest, California, USA, where we lease approximately 7237 square feet of office space and is located in 25391

Commercentre Dr.

Our principal executive office

and production facility is located in Lake Forest, California, USA, where we lease approximately 7237 square feet of office space and

is located in 25391 Commercentre Dr.

Ste 120, Lake Forest, CA 92630.

The telephone number at our principal executive office is 646-828-8710.

that these existing facilities will be adequate for our current needs and that suitable additional or alternative space will be available

in the future on commercially reasonable terms, if required.

We believe that these existing facilities will be adequate for our current needs and that suitable additional or alternative

space will be available in the future on commercially reasonable terms, if required.

Other Information

Our Internet address is www.ipoex.com.

available on our website our reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable

after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”).

the information expressly set forth in this annual report, the information contained, or referred to, on our website is not part of this

annual report.

The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information

regarding issuers, such as us, that file electronically with the SEC.

We make available on our website our reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably

practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”).

Other than the information expressly set forth in this annual report, the information contained, or referred to, on our website is not

part of this annual report.

The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and

other information regarding issuers, such as us, that file electronically with the SEC.

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 1. Business