What changed in this filing

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Item 9A. Controls and Procedures

2024-11-13 compared with 2023-11-13 · 1044 added, 1163 removed, 750 unchanged (75% of the section changed)

CONTROLS AND PROCEDURES

Controls and Procedures

Under the supervision and with the participation

of our management, including our chief executive officer and chief financial officer, we carried out an evaluation of the effectiveness

of our disclosure controls and procedures, which is defined in Rules 13a-15(e) of the Exchange Act, as of July 31, 2023.

Based on that evaluation, our management has concluded that, as of July 31, 2023, our disclosure controls and procedures were not

effective in ensuring that the information required to be disclosed by us in the reports that we file and furnish under the Exchange Act

was recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and that

the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated

to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding

required disclosure.

Our conclusion is based on the fact that we do not have sufficient full-time accounting and financial reporting personnel

with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, to address complex U.S.

Disclosure Controls and Procedures

the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we carried

out an evaluation of the effectiveness of our disclosure controls and procedures, which is defined in Rules 13a-15(e) of the

Exchange Act, as of July 31, 2024.

Based on that evaluation, our management has concluded that, as of July 31, 2024, our disclosure

controls and procedures were not effective in ensuring that the information required to be disclosed by us in the reports that we file

and furnish under the Exchange Act was recorded, processed, summarized, and reported, within the time periods specified in the SEC’s

rules and forms, and that the information required to be disclosed by us in the reports that we file or submit under the Exchange

Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate,

to allow timely decisions regarding required disclosure.

Our conclusion is based on the fact that we do not have sufficient full-time

accounting and financial reporting personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording

of transactions, to address complex U.S.

GAAP accounting issues and the related disclosures under U.S.

In addition, there was a lack of sufficient documented financial closing

procedure and a lack of risk assessment in accordance with COSCO 2013 framework.

Our management is currently in the process of evaluating

the steps necessary to remediate the ineffectiveness, such as (i) hiring more qualified accounting personnel with relevant U.S.

and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control

framework, and (ii) implementing regular and continuous U.S.

GAAP accounting and financial reporting training programs for our accounting

and financial reporting personnel, and (iii) establishing an internal audit function and standardizing the Company’s semi-annual

and year-end closing and financial reporting processes.

In addition, there was a

lack of sufficient documented financial closing procedure and a lack of risk assessment in accordance with COSCO 2013 framework.

Our management

is currently in the process of evaluating the steps necessary to remediate the ineffectiveness, such as (i) hiring more qualified

accounting personnel with relevant U.S.

GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function

and to set up a financial and system control framework, and (ii) implementing regular and continuous U.S.

GAAP accounting and financial

reporting training programs for our accounting and financial reporting personnel, and (iii) establishing an internal audit function and

standardizing the Company’s semi-annual and year-end closing and financial reporting processes.

Management’s Annual Report on Internal Control over Financial

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under

the Exchange Act.

In assessing our internal control over financial reporting, prior to the offering in April 2019, we have been a

private company with limited accounting personnel and other resources to address our internal controls and procedures.

Our independent

registered public accounting firm, has not conducted an audit of our internal control over financial reporting.

However, in connection

with the audits of our consolidated financial statements for the year ended July 31, 2023, we identified four “material weaknesses”

in our internal control over financial reporting.

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

In assessing our internal control over financial reporting, prior

to the offering in April 2019, we have been a private company with limited accounting personnel and other resources to address our

internal controls and procedures.

Our independent registered public accounting firm, has not conducted an audit of our internal control

over financial reporting.

However, in connection with the audits of our consolidated financial statements for the year ended July 31,

2024, we identified four “material weaknesses” in our internal control over financial reporting.

We did not have sufficient personnel with appropriate levels of accounting knowledge and experience to address complex U.S.

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We have not established sufficient risk assessment in accordance with the requirement of COSCO 2013 Framework;

We did not have sufficient documented financial closing policies and procedures.

A material weakness is a deficiency, or a combination

of deficiencies, within the meaning of PCAOB Auditing Standard AS 2201, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected

on a timely basis.

We have hired additional accounting staffs and are in the progress of improving our system security environment and

conducting regular backup plan and penetration testing to ensure the network and information security.

In addition, we plan to address

the weaknesses identified above by implementing the following measures:

Furthermore, we are in the process of implementing

a number of measures to address the first to third material weakness that has been identified, including:

We did not have sufficient documentations and

descriptions on journal entries;

material weakness is a deficiency, or a combination of deficiencies, within the meaning of PCAOB Auditing Standard AS 2201, in internal

control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial

statements will not be prevented or detected on a timely basis.

We have hired additional accounting staffs and are in the progress of

improving our system security environment and conducting regular backup plan and penetration testing to ensure the network and information

In addition, we plan to address the weaknesses identified above by implementing the following measures:

we are in the process of implementing a number of measures to address the first to third material weakness that has been identified, including:

hiring more qualified accounting personnel with relevant U.S.

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with the establishment of our internal audit function.

However, we cannot assure you that we will remediate

our material weaknesses in a timely manner.

we cannot assure you that we will remediate our material weaknesses in a timely manner.

Attestation Report of the Registered Public

Accounting Firm

This annual report on Form 10-K does not

include an attestation report of our registered public accounting firm regarding the effectiveness of the Company’s internal control

over financial reporting, as such report is not required due to the Company’s status as a smaller reporting company.

annual report on Form 10-K does not include an attestation report of our registered public accounting firm regarding the effectiveness

of the Company’s internal control over financial reporting, as such report is not required due to the Company’s status as

a smaller reporting company.

Changes in Internal Control over Financial

Except as disclosed above, there have been no

changes in our internal controls over financial reporting that occurred during fiscal quarter ended July 31, 2023 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

as disclosed above, there have been no changes in our internal controls over financial reporting that occurred during fiscal year ended

July 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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THAT PREVENTS INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

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Directors, Executive Officers and Significant Employees

The following table and text

set forth the names and ages of our current directors, executive officers and significant employees as of the date of this annual report.

Our Board of Directors is comprised of five (5) members.

following table and text set forth the names and ages of our current directors, executive officers and significant employees as of the

date of this annual report.

Our Board of Directors is comprised

of five (5) members.

President, Chief Executive Officer, Chairman and Director

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Business Experience

Jun Liu has been our director since June 2019,

our President and Chairman since July 2020 and our Chief Executive Officer since August 2021, also having previously served as our

Chief Executive Officer from June 2019 to July 2020.

Jun Liu has been

our director since June 2019, our President and Chairman since July 2020 and our Chief Executive Officer since August 2021,

also having previously served as our Chief Executive Officer from June 2019 to July 2020.

Since November 2015, Mr.

Liu has served as the President and Director of Asian

Equity Exchange Group Co., Ltd., a subsidiary of a U.S.

public company Asia Equity Exchange Group, Inc.

a corporation that develops and manufactures software solutions for equity market.

Liu served as the Chairman of the Board of

Directors, President, and CEO of AEEX from July 2015 to September 2017.

From December 2000 to December 2001, he served as the

head of marketing for the South China Branch of Alibaba.

Liu has served

as the President and Director of Asian Equity Exchange Group Co., Ltd., a subsidiary of a U.S.

public company Asia Equity Exchange

(“AEEX”), a corporation that develops and manufactures software solutions for equity market.

served as the Chairman of the Board of Directors, President, and CEO of AEEX from July 2015 to September 2017.

From December

2000 to December 2001, he served as the head of marketing for the South China Branch of Alibaba.

Liu received his Ph.D.

in International Finance from Camden University

in 2015 and his bachelor’s degree in Applied Physics from the Harbin Institute of Technology in 1998.

Liu has over 20

years of enterprise management experience and served in management positions at Fortune 500 companies.

Liu is well qualified to serve

on our board of directors based on his management experience and prior executive experience serving in public and private companies.

Yue Ming has been our Chief Financial

Officer (“CFO”) and director since August 2021.

in International

Finance from Camden University U.S.A.

in 2015 and his bachelor’s degree in Applied Physics from the Harbin Institute of Technology

Liu has over 20 years of enterprise management experience and served in management positions at Fortune 500 companies.

Liu is well qualified to serve on our board of directors based on his management experience and prior executive experience serving in

public and private companies.

Yue Ming has been

our Chief Financial Officer (“CFO”) and director since August 2021.

She has served as our accountant since August 1, 2018.

Prior to joining the

Company, she was employed by Asia Equity Exchange Group, Inc.

and acted as financial manager from December 1, 2014 to July 31, 2018.

Ming started her accounting career at Shenzhen Huitian Accounting Firm on July 1, 2009 after she graduated from Central China Normal University

where she majored in international trade.

Ming has more than 10 years of corporate finance and accounting experience.

above and Ms.

Prior to joining the Company, she was employed by Asia Equity Exchange Group, Inc.

and acted as financial manager from December 1, 2014

to July 31, 2018.

Ming started her accounting career at Shenzhen Huitian Accounting Firm on July 1, 2009 after she graduated from

Central China Normal University where she majored in international trade.

Ming has more than 10 years of corporate finance and accounting

Based on the above and Ms.

Ming’s experience in finance and accounting, we believe that Ms.

Ming is well qualified to serve on our board of directors.

Kwong Sang Liu has served as our independent

director since April 2019.

Ming is well qualified to

serve on our board of directors.

Kwong Sang Liu has

served as our independent director since April 2019.

Since May 1997, Mr.

Liu has managed K.S.

Liu & Company, CPA Limited, a company he founded.

Liu & Company, CPA

Limited, a company he founded.

He is currently a non-executive director in a number of Hong Kong Stock Exchange listed companies.

Liu graduated with honors

from the Hong Kong Polytechnic University with a bachelor’s degree in Accountancy in 1997 and obtained a Master of Business Administration

degree from the University of Lincoln, England in 2002.

He is a chartered tax advisor of the Institute of Chartered Accountants in England

and Wales, the Association of Chartered Certified Accountants, the Institute of Financial Accountants of the United Kingdom, the Institute

of Public Accountants of Australia, the Institute of Certified Public Accountants of Hong Kong, the Taxation Institute of Hong Kong, and

the Society of Registered Financial Planners.

Liu has been a practicing accountant in Hong Kong for over 20 years specializing in

audit, taxation and corporate financial advisory.

graduated with honors from the Hong Kong Polytechnic University with a bachelor’s degree in Accountancy in 1997 and obtained a Master

of Business Administration degree from the University of Lincoln, England in 2002.

He is a chartered tax advisor of the Institute of Chartered

Accountants in England and Wales, the Association of Chartered Certified Accountants, the Institute of Financial Accountants of the United

Kingdom, the Institute of Public Accountants of Australia, the Institute of Certified Public Accountants of Hong Kong, the Taxation Institute

of Hong Kong, and the Society of Registered Financial Planners.

Liu has been a practicing accountant in Hong Kong for over 20 years

specializing in audit, taxation and corporate financial advisory.

Based on the above qualifications and Mr.

Liu’s experience in finance and accountancy,

the Company believes Mr.

Liu’s experience in

finance and accountancy, the Company believes Mr.

Liu is qualified to be on the Board.

Yongyuan Chen has served as our independent

director since April 2019.

Yongyuan Chen has

served as our independent director since April 2019.

He is currently the director of China Commercial Law Co.

Australia Pty Limited specializing in foreign

investment, merger, and acquisition and intellectual property laws.

He received a bachelor’s degree in international law from Jilin

University of China in 1986, a Master’s degree in international economic law from Renmin University of China in 1988, and a Doctor’s

degree in law from the University of Sydney in 2002.

He formerly served as legal counsel of the Ministry of Foreign Economic Relations

and Trade, China National Technology Import and Export Corporation, and chief of the Policy and Regulation Division of Shenzhen Science

and Technology Bureau.

Australia Pty Limited

specializing in foreign investment, merger, and acquisition and intellectual property laws.

He received a bachelor’s degree in international

law from Jilin University of China in 1986, a Master’s degree in international economic law from Renmin University of China in 1988,

and a Doctor’s degree in law from the University of Sydney in 2002.

He formerly served as legal counsel of the Ministry of Foreign

Economic Relations and Trade, China National Technology Import and Export Corporation, and chief of the Policy and Regulation Division

of Shenzhen Science and Technology Bureau.

From April 2011, Mr.

Chen has worked as senior partner at Guangdong Huashang Law Firm, Sydney Branch.

Chen has worked as senior partner at Guangdong Huashang Law

Firm, Sydney Branch.

Chen has been a practicing lawyer in China and Australia for over 20 years.

The Board believes that Mr.

Chen’s extensive experience

and legal background qualifies him to serve on the Board.

Lei Yang has served as our independent

director since August 2021.

She received her first master’s degree in Information Management from Nanjing University in 2004, and

her second master’s degree in Accounting from Bentley University in 2010.

Yang is certified by the American Institute of Certified

Public Accountants.

Yang has 17 years working experience in several Fortune 500 companies, engaged in business analysis, internal

audit, and financial management, etc.

She received her first master’s degree in Information Management from Nanjing University in

2004, and her second master’s degree in Accounting from Bentley University in 2010.

Yang is an American Institute of Certified

Public Accountants Certified and an economist.

extensive experience and legal background qualifies him to serve on the Board.

Yang has served as our independent director since August 2021.

She received her first master’s degree in Information Management

from Nanjing University in 2004, and her second master’s degree in Accounting from Bentley University in 2010.

Yang is certified

by the American Institute of Certified Public Accountants.

Yang has 17 years working experience in several Fortune 500 companies,

engaged in business analysis, internal audit, and financial management, etc.

She received her first master’s degree in Information

Management from Nanjing University in 2004, and her second master’s degree in Accounting from Bentley University in 2010.

is an American Institute of Certified Public Accountants Certified and an economist.

Based on the above qualifications and Ms.

Yang’s experience in management, the Board

experience in management, the Board believes Ms.

Yang is well qualified to serve on the Board.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past

ten years, none of our directors or executive officers were involved in any of the following:

(1) any bankruptcy petition filed by or

against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two

years prior to that time;

(2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic

violations and other minor offenses);

(3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,

of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement

in any type of business, securities or banking activities;

and (4) being found by a court of competent jurisdiction (in a civil action),

the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment

has not been reversed, suspended or vacated.

the best of our knowledge, during the past ten years, none of our directors or executive officers were involved in any of the following:

(1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at

the time of the bankruptcy or within two years prior to that time;

(2) any conviction in a criminal proceeding or being subject to a pending

criminal proceeding (excluding traffic violations and other minor offenses);

(3) being subject to any order, judgment, or decree, not

subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending

or otherwise limiting his involvement in any type of business, securities or banking activities;

and (4) being found by a court of competent

jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities

or commodities law, and the judgment has not been reversed, suspended or vacated.

Family Relationships and Arrangements

None of the directors or executive officers have

a family relationship as defined in Item 401 of Regulation S-K.

of the directors or executive officers have a family relationship as defined in Item 401 of Regulation S-K.

Code of Business Conduct and Ethics for

Employees, Executive Officers, and Directors

We adopted a code of business conduct and ethics

(the “Code of Conduct”) on December 11, 2018, which is applicable to all of our employees, executive officers and directors.

The Code of Conduct is available at the Investors Relations section of our website at https://ir.atifchina.com/.

Information contained

on or accessible through this website is not a part of this Annual Report, and the inclusion of such website address in this Annual Report

is an inactive textual reference only.

Any amendments to the Code of Conduct, or any waivers of its requirements, are expected to be

disclosed on its website to the extent required by applicable rules and exchange requirements.

adopted a code of business conduct and ethics (the “Code of Conduct”) on December 11, 2018, which is applicable to all of

our employees, executive officers and directors.

The Code of Conduct is available at the Investors Relations section of our website at

https://ir.atifchina.com/.

Information contained on or accessible through this website is not a part of this Annual Report, and the inclusion

of such website address in this Annual Report is an inactive textual reference only.

Any amendments to the Code of Conduct, or any waivers

of its requirements, are expected to be disclosed on its website to the extent required by applicable rules and exchange requirements.

Delinquent Section 16(a) Reports

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Board Practices

Pursuant to our amended and restated articles

of association, the minimum number of directors shall consist of not less than one person unless otherwise determined by resolution of

directors or resolution or shareholders and by filing an amended version of the articles of association at the BVI Registry of Corporate

affairs approving such change.

Unless removed or re-appointed, each director shall be appointed for a term fixed by the resolution of

members or resolution of directors appointing the director.

to our amended and restated articles of association, the minimum number of directors shall consist of not less than one person unless

otherwise determined by resolution of directors or resolution or shareholders and by filing an amended version of the articles of association

at the BVI Registry of Corporate affairs approving such change.

Unless removed or re-appointed, each director shall be appointed for a

term fixed by the resolution of members or resolution of directors appointing the director.

Controlled Company

Jun Liu beneficially owns approximately 54.7%

of the aggregate voting power of our outstanding ordinary shares.

As a result, we are deemed a “controlled company” for the

purpose of the Nasdaq listing rules and are permitted to elect to rely on certain exemptions from the obligations to comply with

certain corporate governance requirements, including:

Jun Liu beneficially owns approximately 47.4% of the aggregate voting power of our outstanding ordinary shares.

As a result, we are deemed

a “controlled company” for the purpose of the Nasdaq listing rules and are permitted to elect to rely on certain exemptions

from the obligations to comply with certain corporate governance requirements, including:

the requirement that our director nominees be selected or recommended solely by independent directors;

the requirement that we have a nominating and corporate governance committee and a compensation committee that are composed entirely of independent directors with a written charter addressing the purposes and responsibilities of the committees.

Although we do not intend to rely on the controlled

company exemptions under the Nasdaq listing rules even though we are deemed a controlled company, we could elect to rely on these

exemptions in the future, and if so, you would not have the same protection afforded to shareholders of companies that are subject to

all of the corporate governance requirements of Nasdaq.

we do not intend to rely on the controlled company exemptions under the Nasdaq listing rules even though we are deemed a controlled

company, we could elect to rely on these exemptions in the future, and if so, you would not have the same protection afforded to shareholders

of companies that are subject to all of the corporate governance requirements of Nasdaq.

Board of Directors

Our board of directors consist of five directors

as of the date of this annual report.

Our board of directors is responsible for establishing broad corporate policies and for overseeing

our overall performance.

Our board of directors reviews significant developments affecting us and acts on other matters requiring its

board of directors consist of five directors as of the date of this annual report.

Our board of directors is responsible for establishing

broad corporate policies and for overseeing our overall performance.

Our board of directors reviews significant developments affecting

us and acts on other matters requiring its approval.

Duties of Directors

Under British Virgin Islands law, our directors

owe fiduciary duties both at common law and under statute, including a statutory duty to act honestly, in good faith and with a view to

our best interests.

When exercising powers or performing duties as a director, our directors also have a duty to exercise the care, diligence

and skills that a reasonable director would exercise in comparable circumstances, taking into account without limitation the nature of

the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him.

exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree to the company

acting in a manner that contravenes our amended and restated memorandum and articles of association or the BVI Act.

In fulfilling their

duty of care to us, our directors must ensure compliance with our amended and restated memorandum and articles of association.

the right to seek damages if a duty owed by our directors is breached.

British Virgin Islands law, our directors owe fiduciary duties both at common law and under statute, including a statutory duty to act

honestly, in good faith and with a view to our best interests.

When exercising powers or performing duties as a director, our directors

also have a duty to exercise the care, diligence and skills that a reasonable director would exercise in comparable circumstances, taking

into account without limitation the nature of the company, the nature of the decision and the position of the director and the nature

of the responsibilities undertaken by him.

In exercising the powers of a director, the directors must exercise their powers for a proper

purpose and shall not act or agree to the company acting in a manner that contravenes our amended and restated memorandum and articles

of association or the BVI Act.

In fulfilling their duty of care to us, our directors must ensure compliance with our amended and restated

memorandum and articles of association.

We have the right to seek damages if a duty owed by our directors is breached.

The functions and powers of

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Terms of Directors and Executive Officers

Each of our directors holds office until a successor

has been duly elected and qualified unless the director was appointed by the board of directors, in which case such director holds office

until the next following annual meeting of shareholders at which time such director is eligible for reelection.

All of our executive officers

are appointed by and serve at the discretion of our board of directors.

Our current directors were re-elected by our shareholders at our

2023 Annual General Meeting, which was held on July 28, 2023, until the next shareholders meeting and until their successors are duly

elected and qualified.

of our directors holds office until a successor has been duly elected and qualified unless the director was appointed by the board of

directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director

is eligible for reelection.

All of our executive officers are appointed by and serve at the discretion of our board of directors.

current directors were re-elected by our shareholders at our 2024 Annual General Meeting, which was held on July 26, 2024, until the next

shareholders meeting and until their successors are duly elected and qualified.

Qualification

There is currently no shareholding qualification

for directors.

is currently no shareholding qualification for directors.

Board Composition, Committees and Independence

Under the rules of NASDAQ, “independent”

directors must make up a majority of a listed company’s Board of Directors.

In addition, applicable NASDAQ rules require that, subject

to specified exceptions, each member of a listed company’s audit and compensation committees be independent within the meaning of

the applicable NASDAQ rules.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange

Our Board has undertaken a review of the independence

of each director and considered whether any director has a material relationship with us that could compromise the director’s ability

to exercise independent judgment in carrying out his or her responsibilities.

As a result of this review, our Board determined that Messrs.

Under the rules of NASDAQ,

“independent” directors must make up a majority of a listed company’s Board of Directors.

In addition, applicable NASDAQ

rules require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent

within the meaning of the applicable NASDAQ rules.

Audit committee members must also satisfy the independence criteria set forth in Rule

10A-3 under the Exchange Act.

Our Board has undertaken a

review of the independence of each director and considered whether any director has a material relationship with us that could compromise

the director’s ability to exercise independent judgment in carrying out his or her responsibilities.

As a result of this review,

our Board determined that Messrs.

Kwong Sang Liu and Yongyuan Chen, and Ms.

Lei Yang are independent directors as defined in the listing standards of NASDAQ and SEC rules

and regulations.

Lei Yang are independent directors as defined in the listing

standards of NASDAQ and SEC rules and regulations.

A majority of our directors are independent, as required under applicable NASDAQ rules.

As required under applicable

NASDAQ rules, our independent directors will meet in regularly scheduled executive sessions at which only independent directors are present.

As required under applicable NASDAQ rules, our independent directors will meet in regularly scheduled executive sessions at which only

independent directors are present.

Committees of the Board of Directors

We have established three committees under the

board of directors:

We have established three

committees under the board of directors:

an audit committee, a compensation committee, and a nominating and corporate governance committee.

We have adopted

a charter for each of the three committees.

We have adopted a charter for each of the three committees.

Copies of the charters for each committee are available at http://ir.atifchina.com.

Each committee’s

members and functions are described below.

Each committee’s members and functions are described below.

Audit Committee .

Our audit committee consists

audit committee consists of Messrs.

Kwong Sang Liu and Yongyuan Chen, and Ms.

Kwong Sang Liu is the chairman of our audit committee.

We have determined

Kwong Sang Liu is the chairman of our audit

We have determined that Messrs.

Kwong Sang Liu and Yongyuan Chen, and Ms.

Lei Yang satisfy the “independence” requirements of Section 5605(a)(2) of

the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act.

Our board also has determined that Mr.

Liu qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within

the meaning of the Nasdaq Listing Rules.

The audit committee oversees our accounting and financial reporting processes and the audits

of the financial statements of our company.

Lei Yang satisfy the “independence” requirements

of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act.

Our board also

has determined that Mr.

Kwong Sang Liu qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses

financial sophistication within the meaning of the Nasdaq Listing Rules.

The audit committee oversees our accounting and financial reporting

processes and the audits of the financial statements of our company.

The audit committee is responsible for, among other things:

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monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation Committee.

Our compensation

committee consists of Messrs.

Our compensation committee consists of Messrs.

Kwong Sang Liu and Yongyuan Chen, and Ms.

Lei Yang is the chairman of our compensation committee.

Lei Yang is the

chairman of our compensation committee.

We have determined that Messrs.

Kwong Sang Liu and Yongyuan Chen, and Ms.

Lei Yang satisfy the “independence” requirements

of Section 5605(a)(2) of the NASDAQ Listing Rules and Rule 10A-3 under the Securities Exchange Act.

The compensation

committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our

directors and executive officers.

Our chief executive officer may not be present at any committee meeting during which his compensation

is deliberated.

Lei Yang satisfy the

“independence” requirements of Section 5605(a)(2) of the NASDAQ Listing Rules and Rule 10A-3 under the

Securities Exchange Act.

The compensation committee assists the board in reviewing and approving the compensation structure, including

all forms of compensation, relating to our directors and executive officers.

Our chief executive officer may not be present at any committee

meeting during which his compensation is deliberated.

The compensation committee is responsible for, among other things:

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programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.

Nominating and Corporate Governance Committee.

and Corporate Governance Committee.

Our nominating and corporate governance committee currently consists of Messrs.

Kwong Sang Liu and Yongyuan Chen, and Ms.

Kwong Sang Liu

and Yongyuan Chen, and Ms.

Yongyuan Chen is the chairman of our nominating and corporate governance committee.

Kwong Sang Liu and Yongyuan Chen, and

Lei Yang satisfy the “independence” requirements of Section 5605(a)(2) of the NASDAQ Listing Rules and

Rule 10A-3 under the Securities Exchange Act.

The nominating and corporate governance committee assists the board of directors in

selecting individuals qualified to become our directors and in determining the composition of the board and its committees.

The nominating

and corporate governance committee is responsible for, among other things:

Sang Liu and Yongyuan Chen, and Ms.

Lei Yang satisfy the “independence” requirements of Section 5605(a)(2) of the

NASDAQ Listing Rules and Rule 10A-3 under the Securities Exchange Act.

The nominating and corporate governance committee assists

the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and

its committees.

The nominating and corporate governance committee is responsible for, among other things:

identifying and recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy;

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Director Qualifications

In accordance with its charter, our nominating

and corporate governance committee develops and recommends to our board of directors appropriate criteria, including desired qualifications,

expertise, skills and characteristics, for selection of new directors and periodically reviews the criteria adopted by our board of directors

and, if appropriate, recommends changes to such criteria.

accordance with its charter, our nominating and corporate governance committee develops and recommends to our board of directors appropriate

criteria, including desired qualifications, expertise, skills and characteristics, for selection of new directors and periodically reviews

the criteria adopted by our board of directors and, if appropriate, recommends changes to such criteria.

Board Diversity

Our board of directors desires to seek members

from diverse professional backgrounds who combine a strong professional reputation and knowledge of our business and industry with a reputation

for integrity.

Our board of directors does not have a formal policy with respect to diversity and inclusion but is in process of establishing

a policy on diversity.

Diversity of experience, expertise and viewpoints is one of many factors the nominating and corporate governance

committee considers when recommending director nominees to our board of directors.

Further, our board of directors is committed to actively

seeking highly qualified women and individuals from minority groups to include in the pool from which new candidates are selected.

board of directors also seeks members that have experience in positions with a high degree of responsibility or are, or have been, leaders

in the companies or institutions with which they are, or were, affiliated, but may seek other members with different backgrounds, based

upon the contributions they can make to our company.

We believe that our current board composition

reflects our commitment to diversity in the areas of gender and professional background.

Our board of directors desires

to seek members from diverse professional backgrounds who combine a strong professional reputation and knowledge of our business and industry

with a reputation for integrity.

Our board of directors does not have a formal policy with respect to diversity and inclusion but is in

process of establishing a policy on diversity.

Diversity of experience, expertise and viewpoints is one of many factors the nominating

and corporate governance committee considers when recommending director nominees to our board of directors.

Further, our board of directors

is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which new candidates

are selected.

Our board of directors also seeks members that have experience in positions with a high degree of responsibility or are,

or have been, leaders in the companies or institutions with which they are, or were, affiliated, but may seek other members with different

backgrounds, based upon the contributions they can make to our company.

We believe that our current

board composition reflects our commitment to diversity in the areas of gender and professional background.

Board Diversity Matrix (as of November 1,

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Indemnification Agreements

We executed a standard form of indemnification

agreement (“Indemnification Agreement”) with each of our Board members and executive officers (each, an “Indemnitee”).

Pursuant to and subject to the terms, conditions

and limitations set forth in the Indemnification Agreement, we agreed to indemnify each Indemnitee, against any and all expenses incurred

in connection with proceedings relating to the Indemnitee’s service as our officer and or director, or is or was serving at our

request as a director or officer of another corporation, partnership, joint venture, or other entity or enterprise but only if the Indemnitee

acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interest, and in the case of a criminal

proceeding, had no reasonable cause to believe that his conduct was unlawful.

In addition, the indemnification provided in the indemnification

agreement is applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven.

Additionally, the Indemnification

Agreement establishes processes and procedures for indemnification claims, advancement of expenses and costs and contribution obligations.

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

including 1 in China and 12 in America.

The table below sets forth the numbers of employees by functions as of July 31, 2023

We executed a standard form

of indemnification agreement (“Indemnification Agreement”) with each of our Board members and executive officers (each, an

“Indemnitee”).

Pursuant to and subject to

the terms, conditions and limitations set forth in the Indemnification Agreement, we agreed to indemnify each Indemnitee, against any

and all expenses incurred in connection with proceedings relating to the Indemnitee’s service as our officer and or director, or

is or was serving at our request as a director or officer of another corporation, partnership, joint venture, or other entity or enterprise

but only if the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interest, and

in the case of a criminal proceeding, had no reasonable cause to believe that his conduct was unlawful.

In addition, the indemnification

provided in the indemnification agreement is applicable whether or not negligence or gross negligence of the Indemnitee is alleged or

Additionally, the Indemnification Agreement establishes processes and procedures for indemnification claims, advancement of expenses

and costs and contribution obligations.

of July 31, 2024, we had approximately 8 full-time employees, including 1 in China and 7 in America.

The table below sets forth

the numbers of employees by functions as of July 31, 2024:

Executive Office

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Marketing Department

There is no labor union.

We believe our relations with our employees

is no labor union.

We believe our relations with our employees are good.

EXECUTIVE COMPENSATION

Compensation for our Named Executive Officers

The following table sets forth certain information

with respect to compensation for the fiscal years ended July 31, 2023 and July 31, 2022 earned by or paid to our chief executive

officer and principal executive officer, our principal financial officer, and our other most highly compensated executive officer.

The following table sets forth

certain information with respect to compensation for the fiscal years ended July 31, 2024 and July 31, 2023 earned by or paid to

our chief executive officer and principal executive officer, our principal financial officer, and our other most highly compensated executive

Name and Principal Position

Nonqualified Deferred

President and Chairman of ATIF, CEO of ATIF

Yue Ming ****

Liu was appointed as our president and chairman of our Board on July 10, 2020, and appointed as our CEO on August 4, 2021.

Chi was appointed as our CEO on July 10, 2020 ceased to be our CEO on August 4, 2021.

Cheng ceased to be our CFO on August 4, 2021.

Ming was appointed as our CFO On August 4, 2021.

We are required by PRC laws and regulations to

make contributions equal to certain percentages of each employee’s salary for his or her retirement benefit, medical insurance benefits,

housing funds, unemployment, and other statutory benefits.

We paid retirement and similar benefits for our executive officers for the

fiscal years ended July 31, 2023 and 2022.

Jun Liu was appointed as our president and chairman of our Board on July 10, 2020, and appointed as our CEO on August 4, 2021.

Yue Ming was appointed as our CFO On August 4, 2021.

We are required by PRC laws

and regulations to make contributions equal to certain percentages of each employee’s salary for his or her retirement benefit,

medical insurance benefits, housing funds, unemployment, and other statutory benefits.

We paid retirement and similar benefits for our

executive officers for the fiscal years ended July 31, 2024 and 2023.

Benefit Plans

We do not have any profit sharing plan or similar

plans for the benefit of our officers, directors or employees.

We do not have any profit

sharing plan or similar plans for the benefit of our officers, directors or employees.

However, we may establish such plan in the future.

Equity Compensation Plan Information

We do not have any equity compensation plan or

similar plans for the benefit of our officers, directors or employees.

However, we may establish such plan in the future.

We do not have any equity

compensation plan or similar plans for the benefit of our officers, directors or employees.

However, we may establish such plan in the

Outstanding Equity Awards as of July 31, 2024

We had no outstanding equity awards as of July

We had no outstanding equity

awards as of July 31, 2024.

Nonqualified Deferred Compensation

named executive officers did not participate in, nor earn any benefits under, a nonqualified deferred compensation plan during the fiscal

year ended July 31, 2023.

Our named executive officers

did not participate in, nor earn any benefits under, a nonqualified deferred compensation plan during the fiscal year ended July 31, 2024.

Hedging or Offsetting Against Compensatory

have adopted a policy that our employees (including officers) and directors shall not purchase securities or other financial instruments,

or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity

securities granted as compensation to, or held directly or indirectly by, those persons.

also have adopted a formal claw-back policy for the recovery of incentive-based executive compensation erroneously awarded to executive

officers based on misstated financial reporting measures once Nasdaq’s listing standards .

We have adopted a policy that

our employees (including officers) and directors shall not purchase securities or other financial instruments, or otherwise engage in

transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities granted

as compensation to, or held directly or indirectly by, those persons.

We also have adopted a formal

claw-back policy for the recovery of incentive-based executive compensation erroneously awarded to executive officers based on misstated

financial reporting measures once Nasdaq’s listing standards.

Employment Agreements and Arrangements

Pursuant to employment agreements, the form of

which is filed as Exhibit 10.3 to our F-1 registration statement filed with the SEC on December 11, 2018, we agree to employ

each of our executive officers for a specified time period, which will be renewed upon both parties’ agreement thirty days before

the end of the current employment term, and payment of cash compensation and benefits became payable when we became a public reporting

company in the US.

We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive

officer, including but not limited to the commitments of any serious or persistent breach or non-observance of the terms and conditions

of the employment, conviction of a criminal offense, willful disobedience of a lawful and reasonable order, fraud or dishonesty, receipt

of bribery, or severe neglect of his or her duties.

An executive officer may terminate his or her employment at any time with a one-month

prior written notice.

Each executive officer has agreed to hold, both during and after the employment agreement expires, in strict confidence

and not to use or disclose to any person, corporation or other entity without written consent, any confidential information.

Our employment agreement with Fang Cheng, our

former CFO, was for a term of three years beginning on October 1, 2018, and provided for an annual salary of $27,700, the payment

of which commenced when we became a public reporting company in the US.

For the year ended July 31, 2021, we paid salary and welfare expenses

of $32,900 with Fang Cheng.

On August 4, 2021, Fang Cheng resigned as our CFO, her employment agreement was terminated with immediate

Our employment agreement with Jun Liu, our President

and Former CEO, is for a term of three years beginning on June 6, 2019, and provides for an annual salary of $240,000.

2020, we amended our employment agreement with Jun Liu to clarify that he had ceased to be employed as our CEO and had been appointed

as our president.

On August 4, 2021, we amended our employment agreement with Jun Liu to include his appointment as the chief executive

Our employment agreement with Pishan Chi, our

former CEO, was for a term of three years beginning on July 10, 2020, and provides for an annual salary of US$30,700.

ended July 31, 2021, we paid salary and welfare expenses of $36,400 with Pishan Chi.

On August 4, 2021, Pishan Chi resigned as our CEO.

Our employment agreement with Yue Ming, our CFO,

is for a term of three years beginning on August 9,2021, and provides for an annual salary of US$30,240.

Pursuant to employment agreements,

the form of which is filed as Exhibit 10.3 to our F-1 registration statement filed with the SEC on December 11, 2018, we agree

to employ each of our executive officers for a specified time period, which will be renewed upon both parties’ agreement thirty

days before the end of the current employment term, and payment of cash compensation and benefits became payable when we became a public

reporting company in the US.

We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts

of the executive officer, including but not limited to the commitments of any serious or persistent breach or non-observance of the terms

and conditions of the employment, conviction of a criminal offense, willful disobedience of a lawful and reasonable order, fraud or dishonesty,

receipt of bribery, or severe neglect of his or her duties.

An executive officer may terminate his or her employment at any time with

a one-month prior written notice.

Each executive officer has agreed to hold, both during and after the employment agreement expires, in

strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information.

Our employment agreement with

Jun Liu, our President and Former CEO, is for a term of three years beginning on June 6, 2019, and provides for an annual salary

On July 10, 2020, we amended our employment agreement with Jun Liu to clarify that he had ceased to be employed as our

CEO and had been appointed as our president.

On August 4, 2021, we amended our employment agreement with Jun Liu to include his appointment

as the chief executive officer.

On February 29, 2024, we entered into a new employment agreement for

a term of three years beginning on February 1, 2024 with Jun Liu which provides for a monthly salary of $1.

On April 29, 2024, the Company

entered into a deferred salary conversion agreement (“Deferred Salary Conversion Agreement”) with Mr.

Jun Liu, the president,

chief executive officer and chairman of the board of directors of the Company.

Pursuant 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.

Our employment agreement with

Yue Ming, our CFO, is for a term of three years beginning on August 9,2021, and provides for an annual salary of US$36,566.

Other Benefits

Our employees are eligible to participate in various

employee benefit plans, including medical, dental, and vision care plans, flexible spending accounts for health and dependent care, life,

accidental death and dismemberment, disability, and paid time off.

Director Compensation

The following table sets forth information concerning

the compensation of non-employee directors for services rendered for the year ended July 31, 2023.

Jun Liu and Yue Ming are our executive

officers and employees and are not included in the table.

Our employees are eligible

to participate in various employee benefit plans, including medical, dental, and vision care plans, flexible spending accounts for health

and dependent care, life, accidental death and dismemberment, disability, and paid time off.

Non-Employee Director Compensation

The following table sets forth

information concerning the compensation of non-employee directors for services rendered for the year ended July 31, 2024.

Yue Ming are our executive officers and employees and are not included in the table.

All compensation earned by Mr.

Ming for services rendered in their

capacity as our executive officers and employees, is included under the heading in this section titled “Compensation for our Named

Executive Officers.” Mr.

services rendered in their capacity as our executive officers and employees, is included under the heading in this section titled “Compensation

for our Named Executive Officers.” Mr.

Ming received no compensation for their service as a director.

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Yongyuan Chen

Emerging Growth Company Status

We are an “emerging growth company,”

as defined in the JOBS Act.

As an emerging growth company we are exempt from certain requirements related to executive compensation, including

the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total

compensation of our President and Chief Executive Officer to the median of the annual total compensation of all of our employees, each

as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Act.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with

respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Ordinary Shares as of the date

of this annual report.

The following table sets forth

information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Ordinary Shares

as of the date of this annual report.

each of our directors and executive officers who beneficially own our Ordinary Shares;

each person known to us to own beneficially more than 5.0% of our Ordinary Shares.

Beneficial ownership includes

voting or investment power with respect to the securities.

Except as indicated below, and subject to applicable community property laws,

the persons named in the table have sole voting and investment power with respect to all Ordinary Shares shown as beneficially owned by

Percentage of beneficial ownership of each listed person is based on 9,627,452 Ordinary Shares outstanding as of November 13, 2023.

Information with respect to beneficial ownership

has been furnished by each director, officer, or beneficial owner of 5% or more of our Ordinary Shares.

Beneficial ownership is determined

in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities.

In computing the number of Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Ordinary

Shares underlying options, warrants, or convertible securities held by each such person that are exercisable or convertible within 60

days of the date of this annual report are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of

any other person.

Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws,

all persons listed have sole voting and investment power for all Ordinary Shares shown as beneficially owned by them.

Beneficial ownership includes voting or investment power with respect

to the securities.

Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole

voting and investment power with respect to all Ordinary Shares shown as beneficially owned by them.

Percentage of beneficial ownership

of each listed person is based on 11,917,452 Ordinary Shares outstanding as of November 12, 2024.

Information with respect to

beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our Ordinary Shares.

ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment

power with respect to securities.

In computing the number of Ordinary Shares beneficially owned by a person listed below and the percentage

ownership of such person, Ordinary Shares underlying options, warrants, or convertible securities held by each such person that are exercisable

or convertible within 60 days of the date of this annual report are deemed outstanding, but are not deemed outstanding for computing the

percentage ownership of any other person.

Except as otherwise indicated in the footnotes to this table, or as required by applicable community

property laws, all persons listed have sole voting and investment power for all Ordinary Shares shown as beneficially owned by them.

Ordinary Shares

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Eno Group Limited

otherwise indicated, the business address of each of the individuals is 25391 Commercentre Dr., Ste 200, Lake Forest, CA.

Liu, our President, Chief Executive Officer and Chairman, may be deemed to beneficially own 5,268,330 ordinary shares (as adjusted to

reflect the Reverse Split), which consists of (i) 3,440,860 ordinary shares, or approximately 35.7%, through his 100% ownership

of Tianzhen Investments Limited, (ii) 1,820,000 ordinary shares, or approximately 18.9%, which are held indirectly through a voting rights

proxy agreement with Eno Group Limited, which was assigned to Tianzhen Investments Limited.

And (iii) 7,470 ordinary shares directly

Unless otherwise indicated, the business address of each of the individuals is 25391 Commercentre Dr., Ste 120, Lake Forest, CA.

(2) Jun Liu, our President, Chief Executive Officer and Chairman, may be

deemed to beneficially own 5,693,972 ordinary shares (as adjusted to reflect the Reverse Split), which consists of (i) 3,472,024ordinary

shares, or approximately 29.14%, through his 100% ownership of Tianzhen Investments Limited, (ii) 1,820,000 ordinary shares, or approximately

15.3%, which are held indirectly through a voting rights proxy agreement with Eno Group Limited, which was assigned to Tianzhen Investments

And (iii) 391,948 ordinary shares directly held by Mr.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS AND DIRECTOR INDEPENDENCE

with related parties

The following includes a summary of certain relationships

and transactions, including transactions since August 1, 2020 to July 31, 2022 and any currently proposed transactions, to which we were

or are to be a participant, in which (1) the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) one percent (1%)

of the average of our total assets for the last two completed fiscal years, and (2) any of our directors, executive officers or holders

of more than five percent (5%) of our capital stock, or any affiliate or member of the immediate family of the foregoing persons, had

or will have a direct or indirect material interest other than compensation and other arrangements that are described under the section

Transaction with related parties

The following includes a summary

of certain relationships and transactions, including transactions since August 1, 2022 to July 31, 2024 and any currently proposed transactions,

to which we were or are to be a participant, in which (1) the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii)

one percent (1%) of the average of our total assets for the last two completed fiscal years, and (2) any of our directors, executive officers

or holders of more than five percent (5%) of our capital stock, or any affiliate or member of the immediate family of the foregoing persons,

had or will have a direct or indirect material interest other than compensation and other arrangements that are described under the section

titled “Executive Compensation.”

We had no transactions with Huaya, which is owned

Pishan Chi, our employee and former CEO during the fiscal year 2023.

In May 2022, we were engaged by Huaya to provide consulting

services, which amounted to revenues of $762,000 from Huaya.

As of July 31, 2023 and 2022, we had account receivable of $nil and $762,000

due from Huaya.

From September 16, 2022 to March 15, 2024, we

lended a total of $100,000 loans to Huaya with interest-free and unsecured.

As of July 31, 2023 and 2022, we had a loan receivable of

$40,539 and $nil from Huaya.

In November 2022, we were engaged by Asia International

Securities Exchange Co., Ltd.(“AISE”), which is wholly owned by Mr.

Jun Liu, our Chief Executive Officer, which amounted to

revenues of $1,300,000 from AISE.

During the fiscal year ended July 31, 2022, we had no transactions with AISE.

As of July 31, 2023 and

2022, we had account receivable of $600,000 and $nil due from AISE.

During fiscal year 2023, we borrowed a total of

$1,950,285 loans from AISE with interest-free and unsecured.

As of July 31, 2023 and 2022, we had a loan payable of $729,968 and $nil

Nature of relationships with related parties

The table below sets forth the major related parties

and their relationships with the Company, with which the Company entered into transactions during the years ended July 31, 2024 and

2023, or recorded balances as of July 31, 2024 and 2023:

Relationship with the Company

The Chief Executive Officer of the Company

Wholly owned by Mr.

Pishan Chi, the former Chief Executive Officer of the Company

Asia International Securities Exchange Co., Ltd.

Wholly owned by Mr.

Zachary Group LLC (“Zachary Group”)

Wholly owned by Mr.

Transactions with related parties

As of July 31,

Provision of consulting services to related parties

Asia International Securities Exchange Co., Ltd.

In June 2022, the Company entered into an office

lease agreement with Zachary Group.

Pursuant to the agreement, the Company would lease the office space for a lease term of 5 years,

matured in May 2027.

The monthly rental fee was $20,000, payable on a monthly basis.

On March 1, 2024, the Company and Zachary Group modified

the lease agreement to reduce the lease term and office space.

The modified agreement was for a lease term of 2 years through February

2026, and monthly rental fee was $3,000, payable on a monthly basis.

For the year ended July 31, 2024 and 2023, the Company recorded rental

expenses of $95,000 and $240,000, respectively.

In April 2024, the Company made a three-month

loan of $300,000 to Mr.

The loan was interest free and was fully repaid in July 2024.

On April 29, 2024, the Company entered into a

deferred salary conversion agreement (“Deferred Salary Conversion Agreement”) with Mr.

Jun Liu, the president, chief executive

officer and chairman of the board of directors of the Company.

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

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.

During the year ended July 31, 2024, the Company

also made a prepayment of $900,000 to Asia International Securities Exchange Co., Ltd.

for security purchase.

However the transaction

was subsequently canceled.

The Company expected to collect the prepayments before November 30, 2024.

For the year ended July 31, 2023, the Company

make a loan of $100,000 to Huaya to support its operations.

The loan was interest free and was repayable on demand.

year ended July 31, 2024 and 2023, Huaya made repayments of $40,539 and $59,461 to the Company.

Related Person Transactions Policy

We plan to adopt a new written related person

transactions policy that sets forth our policies and procedures regarding the identification, review, consideration, and oversight of

“related person transactions.” For purposes of policy only, a “related person transaction” is a transaction, arrangement,

or relationship (or any series of similar transactions, arrangements or relationships) in which we or any of our subsidiaries are participants

involving an amount, as long as we are a SEC smaller reporting company, that exceeds the lesser of (a) $120,000 or (b) 1% of the average

of our total assets for the last two completed fiscal years, in which any “related person” has a material interest.

We plan to adopt a new written

related person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration, and

oversight of “related person transactions.” For purposes of policy only, a “related person transaction” is a transaction,

arrangement, or relationship (or any series of similar transactions, arrangements or relationships) in which we or any of our subsidiaries

are participants involving an amount, as long as we are a SEC smaller reporting company, that exceeds the lesser of (a) $120,000 or (b)

1% of the average of our total assets for the last two completed fiscal years, in which any “related person” has a material

Transactions involving compensation

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controlled by such persons.

Under the policy, the related person in question

or, in the case of transactions with a holder of more than 5% of any class of our voting securities, an officer with knowledge of a proposed

transaction, must present information regarding the proposed related person transaction to our audit committee (or, where review by our

audit committee would be inappropriate, to another independent body of our board of directors) for review.

To identify related person

transactions in advance, we will rely on information supplied by our executive officers, directors and certain significant shareholders.

In considering related person transactions, our audit committee will take into account the relevant available facts and circumstances,

which may include, but are not limited to:

Under the policy, the related

person in question or, in the case of transactions with a holder of more than 5% of any class of our voting securities, an officer with

knowledge of a proposed transaction, must present information regarding the proposed related person transaction to our audit committee

(or, where review by our audit committee would be inappropriate, to another independent body of our board of directors) for review.

identify related person transactions in advance, we will rely on information supplied by our executive officers, directors and certain

significant shareholders.

In considering related person transactions, our audit committee will take into account the relevant available

facts and circumstances, which may include, but are not limited to:

the risks, costs, and benefits to us;

impact on a director’s independence in the event the related person is a director, immediate family member of a director or an

entity with which a director is affiliated;

the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

the terms of the transaction;

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Director Independence

A majority of our Board of Directors are independent

directors, see the discussion above under the section “Item 10.

Directors, Executive Officers and Corporate Governance–Board

Composition, Committees and Independence.”

A majority of our Board of

Directors are independent directors, see the discussion above under the section “Item 10.

Directors, Executive Officers and Corporate

Governance–Board Composition, Committees and Independence.”

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Auditor

For the years ended July 31, 2023 and 2022, the

Company’s independent public accounting firm was ZH CPA, LLC (“ZH CPA”).

For the years ended July 31,

2024 and 2023, the Company’s independent public accounting firm was ZH CPA, LLC (“ZH CPA”).

Fees Paid to Principal Independent Registered

Public Accounting Firm

The aggregate fees billed by our Independent Registered

Public Accounting Firm, for the years ended July 31, 2023 and 2022 are as follows:

The aggregate fees billed

by our Independent Registered Public Accounting Firm, for the years ended July 31, 2024 and 2023 are as follows:

For the Fiscal Years Ended

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All Other Fees(4)

fees represent fees for professional services provided in connection with the audit of our annual financial statements and the review

of our quarterly financial statements and those services normally provided in connection with statutory or regulatory filings or engagements

including comfort letters, consents and other services related to SEC matters.

This information is presented as of the latest practicable

date for this annual report.

Audit fees represent fees for professional services provided in connection with the audit of our annual financial statements and the review of our quarterly financial statements and those services normally provided in connection with statutory or regulatory filings or engagements including comfort letters, consents and other services related to SEC matters.

This information is presented as of the latest practicable date for this annual report.

Audit-related fees represent fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and not reported above under “Audit Fees.”

ZH CPA did not provide us with tax compliance, tax advice or tax planning services.

All other fees include fees billed by our independent auditors for products or services other than as described in the immediately preceding three categories.

No such fees were incurred during the fiscal years ended July 31, 2023 and 2022.

CPA did not provide us with tax compliance, tax advice or tax planning services.

(4) All other fees include fees billed by our independent

auditors for products or services other than as described in the immediately preceding three categories.

No such fees were incurred during

the fiscal years ended July 31, 2024 and 2023.

Policy on Audit Committee Pre-Approval of Audit

and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

The policy of our audit committee is to pre-approve

all audit and non-audit services provided by ZH CPA, LLC, our independent registered public accounting firm, including audit services,

audit-related services, tax services and other services as described above.

Our independent registered public accounting firm

and management are required to periodically report to the audit committee regarding the extent of services provided by our independent

registered public accounting firm in accordance with this preapproval, and the fees for the services performed to date.

All of the services relating to the fees described

in the table above were approved by our audit committee.

The policy of our audit committee

is to pre-approve all audit and non-audit services provided by ZH CPA, LLC, our independent registered public accounting firm, including

audit services, audit-related services, tax services and other services as described above.

Our independent registered

public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided

by our independent registered public accounting firm in accordance with this preapproval, and the fees for the services performed to date.

All of the services relating

to the fees described in the table above were approved by our audit committee.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) Financial Statements

Financial Statements and Report of Independent

Registered Public Accounting Firms are set forth on pages F-1 through F-28 of this report.

Financial Statements and Report

of Independent Registered Public Accounting Firms are set forth on pages F-1 through F-28 of this report.

(2) Financial Statement Schedules

All schedules have been omitted because the required information is

included in the financial statements or notes thereto or because they are not required.

All schedules have been omitted because the required

information is included in the financial statements or notes thereto or because they are not required.

(3) Exhibits:

The exhibits required by Item 601 of Regulation S-K are listed in subparagraph

(b) The following exhibits are filed as part of this Annual Report.

The exhibits required by Item 601 of Regulation

S-K are listed in subparagraph (b) below.

(b) The following exhibits are filed as part of

this Annual Report.

of Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.1

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of subsidiaries of the Registrant

Consent of ZH CPA, LLC

Certification

8 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

of Claw Back Policy

Code of Business Conduct and Ethics

Form of Claw Back Policy

XBRL Instance Document

8 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 or

15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

November 13, 2024

4 unchanged sentences

( Principal Financial Officer )

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

Chief Executive Officer and Chairman of the Board

20 unchanged sentences

of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

To the Board of Directors and Stockholders of

ATIF Holdings Limited

Opinion on the Financial Statements

We have audited the accompanying

consolidated balance sheets of ATIF Holdings Limited and its subsidiaries (the “Company”) as of July 31, 2023 and 2022, and

the related consolidated statements of income(loss), comprehensive income(loss), stockholders’ equity, and cash flows for each

of the years in the two-year period ended July 31, 2023, and the related notes (collectively referred to as the financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of July 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended

July 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

The Company’s ability to Continue

as a Going Concern

The accompanying consolidated

financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated

financial statements, the Company has incurred significant losses and negative cash flows from operating activities.

These conditions

raise substantial doubt about its ability to continue as a going concern.

Management’s evaluation of the events and conditions

and plans regarding these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

We have audited the accompanying consolidated

balance sheets of ATIF Holdings Limited and its subsidiaries (the “Company”) as of July 31, 2024 and 2023, and the related

consolidated statements of income(loss), comprehensive income(loss), stockholders’ equity, and cash flows for each of the years

in the two-year period ended July 31, 2024, and the related notes (collectively referred to as the financial statements).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2024

and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended July 31, 2024, in conformity

with accounting principles generally accepted in the United States of America.

The Company’s ability to Continue as a Going Concern

The accompanying

consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in

Note 2 to the consolidated financial statements, the Company has incurred significant losses and negative cash flows from operating

These conditions raise substantial doubt about its ability to continue as a going concern.

Management’s evaluation

of the events and conditions and plans regarding these matters are also described in Note 2.

The consolidated financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial

statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits

in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance

about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is

not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

These consolidated financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing

procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and

performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts

and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that

our audits provide a reasonable basis for our opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters are matters

arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ ZH CPA, LLC

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November 13, 2024

1600 Broadway, Suite 1600, Denver, CO, 80202,

1.303.386.7224 Fax:

1.303.386.7101 Email:

admin@zhcpa.us

ATIF HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEETS

HOLDINGS LIMITED

BALANCE SHEETS

As of July 31,

5 unchanged sentences

Due from a related party

Due from buyers of Leaping Group Corporation (“LGC”) (Note 6)

Prepaid expenses and other current assets

Total current assets

Long-term investment

Property and equipment, net

1 unchanged sentence

Right-of- use assets, net

LIABILITIES AND EQUITY

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

6 unchanged sentences

Operating lease liabilities, noncurrent

Long-term payable

TOTAL LIABILITIES

SHAREHOLDERS’ EQUITY

Ordinary shares, $ 0.001 par value, 100,000,000,000 shares authorized, 11,917,452 shares and 9,627,452 shares issued and outstanding as of July 31, 2024 and 2023, respectively

3 unchanged sentences

( 27,666,624 )

Total ATIF Holdings Limited Stockholders’ equity

Noncontrolling interest

TOTAL LIABILITIES AND EQUITY

* Retrospectively restated due to five for one reverse stock split, see Note 17.

The accompanying notes are an integral part

of these consolidated financial statements.

ATIF HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

Total Shareholders’ Equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

accompanying notes are an integral part of these consolidated financial statements.

HOLDINGS LIMITED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Years Ended

1 unchanged sentence

Revenues – a related party

Cost of revenues

Operating expenses:

1 unchanged sentence

General and administrative expenses

Provision against accounts receivable due from a related party

(Reversal of provision) provision against accounts receivable due from a related party

Total operating expenses

3 unchanged sentences

Interest income, net

Other income (expenses), net

Other (expenses) income, net

Provision against due from buyers of LGC

( 2,654,767 )

Gain (loss) from investment in trading securities

( 2,432,107 )

(Loss) gain from investment in trading securities

Gain from disposal of subsidiaries and VIE

6 unchanged sentences

Income tax provision

( 2,882,299 )

( 3,371,099 )

Net loss attributable to non-controlling interests

Net loss attributable to ATIF Holdings Limited

( 2,882,299 )

( 2,910,394 )

Other comprehensive income (loss):

Total foreign currency translation adjustment

Comprehensive loss

( 2,882,299 )

( 3,370,289 )

comprehensive loss attributable to non-controlling interests

Comprehensive loss attributable to ATIF Holdings Limited

Net loss and comprehensive loss

$ ( 3,191,524 )

1 unchanged sentence

Loss Per share – basic and diluted

Weighted Average Shares Outstanding*

Basic and diluted

Retrospectively restated due to five for one reverse stock split, see Note 17.

The accompanying notes are an integral part

of these consolidated financial statements.

ATIF HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED JULY 31, 2023 AND 2022

Weighted Average Shares Outstanding – Basic and diluted

accompanying notes are an integral part of these consolidated financial statements.

HOLDINGS LIMITED

STATEMENTS OF CHANGES IN EQUITY

THE YEARS ENDED JULY 31, 2024 AND 2023

Ordinary Share

Comprehensive

Additional Paid in

Noncontrolling

Balance at July 31, 2022

$ ( 22,055,433 )

$ ( 175,220 )

Issuance of ordinary shares pursuant to exercise of warrants

Issuance of ordinary shares as fractional shares of reverse stock split*

Withdrawal of investment by a limited partner of ATIF LP (Note 1)

( 3,000,000 )

Appropriation of investment gain to the limited partner of ATIF LP (Note 1)

Net loss for the year

( 2,910,394 )

( 3,371,099 )

Foreign currency translation adjustment

Reclassification of statutory reserve and accumulated other comprehensive loss

Disposal of ATIF GP

Balance at July 31, 2023

$ ( 24,784,325 )

$ ( 369,045 )

Net loss for the year

( 2,882,299 )

Disposal of ATIF GP

Issuance of ordinary shares pursuant to a private placement

Issuance of ordinary shares to settle payroll payable due to a management

Waive of liabilities by a related party

Balance at July 31, 2024

$ ( 27,666,624 )

* Retrospectively restated due to five for one reverse stock split, see Note 17.

The accompanying notes are an integral part

of these consolidated financial statements.

ATIF HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

accompanying notes are an integral part of these consolidated financial statements.

HOLDINGS LIMITED

STATEMENTS OF CASH FLOWS

For the Years Ended

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Amortization of right-of-use assets

Loss from early termination of an operating lease

Provision against due from buyers of LGC

Provision against accounts receivable due from a related party

(Reversal of provision) provision against accounts receivable due from a related party

Loss from disposal of property and equipment

(Gain) loss from investment in trading securities

Loss (gain) from investment in trading securities

Loss from disposal of a subsidiary

2 unchanged sentences

Accounts receivable – a related party

Due from buyers of Leaping Group Corporation

Prepaid expenses and other current assets

10 unchanged sentences

Payment for investment in trading securities

( 1,437,944 )

Proceeds from redemption of trading securities

Investment in an equity investee

Proceeds from disposal of investment in an equity investee

Loans to a related party

Prepayment made to a related party

Collection of loans from a related party

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

( 1,579,955 )

1 unchanged sentence

Borrowings from a related party

Withdrawal of capital contribution limited partners of ATIF LP

( 3,000,000 )

Payment of investment gains to the limited partner of ATIF LP

Proceeds from exercise of warrants

Net cash provided by (used in) financing activities

( 1,960,946 )

Effect of exchange rate changes on cash

Net decrease in cash

( 1,144,115 )

Proceeds from issuance of ordinary shares pursuant to a private placement

Net cash provided by financing activities

Net increase (decrease) in cash

( 1,144,115 )

6 unchanged sentences

Right-of-use assets obtained in exchange for operating lease obligations

The accompanying notes are an integral part

of these consolidated financial statements.

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION

ATIF Holdings Limited (“ATIF” or the

“Company”), formerly known as Eternal Fairy International Limited and Asia Times Holdings Limited, was incorporated under

the laws of the British Virgin Islands (“BVI”) on January 5, 2015, as a holding company to develop business opportunities

in the People’s Republic of China (the “PRC” or “China”).

The Company adopted its current name on March 7,

The Company is primarily engaged in providing business advisory and financial consulting services to small and medium-sized enterprise

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 the State of California of the United States, respectively.

On April 25, 2022, the Company established ATIF

Investment Limited (“ATIF Investment”) under the laws of BVI.

On December 22, 2021, ATIF Inc.

established ATIF BD LLC (“ATIF

BD”) under the laws of California of the United States.

Enter into a sales agreement of ATIF GP

21, 2021, the Company incorporated ATIF-1 GP, LLC (“ATIF GP”) under the laws of Delaware of the United States.

a wholly owned subsidiary of the Company, and focuses on fund management business.

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

Issuance of ordinary shares to settle payroll payable due to a management

Waive of liabilities by a related party

Disposal of right-of-use assets with decrease of operating lease obligations

accompanying notes are an integral part of these consolidated financial statements.

HOLDINGS LIMITED

TO CONSOLIDATED FINANCIAL STATEMENTS

1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Holdings Limited (“ATIF” or the “Company”), formerly known as Eternal Fairy International Limited and Asia Times

Holdings Limited, was incorporated under the laws of the British Virgin Islands (“BVI”) on January 5, 2015, as a holding

company to develop business opportunities in the People’s Republic of China (the “PRC” or “China”).

Company adopted its current name on March 7, 2019.

The Company is primarily engaged in providing business advisory and financial

consulting services to small and medium-sized enterprise customers.

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 the State of California of the United States, respectively.

On April 25, 2022, the Company established ATIF Investment Limited (“ATIF Investment”) under the laws of BVI.

22, 2021, ATIF Inc.

established ATIF BD LLC (“ATIF BD”) under the laws of California of the United States.

into a sales agreement of ATIF GP

January 21, 2021, the Company incorporated ATIF-1 GP, LLC (“ATIF GP”) under the laws of Delaware of the United States.

GP is a wholly owned subsidiary of the Company, and focuses on fund management business.

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.

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The investment manager for the fund is ATIF Inc.

On August 1, 2022, the

Company entered into a sales agreement with a third party, pursuant to which the Company sold all of its equity interest in ATIF GP at

the cost of $ 50,000 .

The management believed the disposition does not represent a strategic shift because it is not changing the way it

is running its consulting business.

August 1, 2022, the Company entered into a sales agreement with a third party, pursuant to which the Company sold all of its equity interest

in ATIF GP at the cost of $ 50,000 .

The management believed the disposition does not represent a strategic shift because it is not changing

the way it is running its consulting business.

The Company has not shifted the nature of its operations.

The termination is not accounted

as discontinued operations in accordance with ASC 205-20.

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.

of ATIF HK and Huaya

May 20, 2022, the Company entered into a share transfer agreement with Mr.

Pishan Chi, pursuant to which the Company transferred all

of its equity interest in ATIF HK and its wholly owned subsidiary, Huaya to Mr.

Chi at $nil consideration.

Chi was the Company’s

former Chief Executive Officer for the period from July 10, 2020 through August 4, 2021.

The transfer of equity interest was closed on

May 31, 2022.

transfer of equity interest in ATIF HK and Huaya was for the purpose of mitigation of restrictions on China-based companies raising capital

offshore by the PRC government.

Upon the transfer of ATIF HK and Huaya, the Company would continue its effort to provide financial consulting

services to clients from North America and other areas.

The management believed the disposition does not represent a strategic shift

because it is not changing the way it is running its business.

The Company has not shifted the nature of its operations, not is it exiting

the North America market, which is the Company’s major geographic market area.

The termination is not accounted as discontinued

operations in accordance with ASC 205-20.

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.

Disposal of ATIF HK and Huaya

On May 20, 2022, the Company entered into a share

transfer agreement with Mr.

Pishan Chi, pursuant to which the Company transferred all of its equity interest in ATIF HK and its wholly

owned subsidiary, Huaya to Mr.

Chi at $ nil consideration.

Chi was the Company’s former Chief Executive Officer for the period

from July 10, 2020 through August 4, 2021.

The transfer of equity interest was closed on May 31, 2022.

The transfer of equity interest in ATIF HK and

Huaya was for the purpose of mitigation of restrictions on China-based companies raising capital offshore by the PRC government.

the transfer of ATIF HK and Huaya, the Company would continue its effort to provide financial consulting services to clients from North

America and other areas.

The management believed the disposition does not represent a strategic shift because it is not changing the way

it is running its business.

The Company has not shifted the nature of its operations, not is it exiting the North America market, which

is the Company’s major geographic market area.

The termination is not accounted as discontinued operations in accordance with ASC

205-20 (see Note 5).

As of July 31, 2023, the Company’s consolidated

financial statements reflect the operating results of the following entities:

Name of Entity

Incorporation

Principal Activities

of July 31, 2024, the Company’s consolidated financial statements reflect the operating results of the following entities:

Name of Entity Date of

Incorporation Place of

Incorporation % of

Ownership Principal Activities

Parent company:

ATIF Holdings Limited (“ATIF”)

January 5, 2015

British Virgin Islands

Investment holding

ATIF Holdings Limited (“ATIF”) January 5, 2015 British Virgin Islands Parent Investment holding

Wholly owned subsidiaries of ATIF

October 26, 2020

Consultancy and information technology support

ATIF Investment LLC (“ATIF Investment”)

April 25, 2022

Consultancy and information technology support

December 22, 2021

100% owned by ATIF USA

Consultancy and information technology support

October 6, 2022

100% owned by ATIF USA

Consultancy and information technology support

October 6, 2022

100% owned by ATIF USA

Consultancy and information technology support

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – LIQUIDITY and GOING CONCERN

For 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 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.

(“ATIF USA”) October 26, 2020 USA 100% Consultancy and information technology support

ATIF Investment LLC (“ATIF Investment”) April 25, 2022 BVI 100% Consultancy and information technology support

ATIF BD December 22, 2021 USA 100% owned by ATIF USA Consultancy and information technology support

ATIF BC October 6, 2022 USA 100% owned by ATIF USA Consultancy and information technology support

ATIF BM October 6, 2022 USA 100% owned by ATIF USA Consultancy and information technology support

HOLDINGS LIMITED

TO CONSOLIDATED FINANCIAL STATEMENTS

2 – LIQUIDITY and GOING CONCERN

the years ended July 31, 2024 and 2023, the Company reported a net loss of approximately $ 3.2 million and $ 2.9 million, respectively,

and operating cash outflows approximately $ 0.1 million and $ 2.3 million.

In assessing the Company’s ability to continue as a going

concern, the Company monitors and analyzes its cash and its ability to generate sufficient cash flow in the future to support its operating

and capital expenditure commitments.

Because of losses from operations, cash out from operating activities, and the requirement of additional

capital to fund our current operating plan at July 31, 2024, these factors indicate the existence of an uncertainty that raises substantial

doubt about the Company’s ability to continue as a going concern.

As of July 31, 2024, the Company had cash of $ 1.2

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 accompanying consolidated financial statements have

been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course

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.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

The consolidated

financial statements of the Company include the accounts of the Company and its subsidiaries.

All intercompany balances and transactions

have been eliminated upon consolidation.

Noncontrolling Interests

As of July 31, 2022, the non-controlling interest

represent minority shareholders’ 76.6 % ownership interest in ATIF LP, over which the Company had 23.4 % and acted as an investment

manager through ATIF GP, its wholly owned subsidiary.

The Company had non-controlling interest of $( 369,045 ) as of July 31, 2022.

On August 1, 2022, the Company sold all of its

equity interest in ATIF GP.

As of July 31, 2023, the Company had no noncontrolling interests.

Use of Estimates

In preparing the consolidated financial statements

in conformity with U.S.

GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses

during the reporting period.

These estimates are based on information as of the date of the consolidated financial statements.

estimates required to be made by management include, but are not limited to, the valuation of accounts receivable, useful lives of property

and equipment and intangible assets, the recoverability of long-lived assets, revenue recognition, provision necessary for contingent

liabilities and realization of deferred tax assets.

Actual results could differ from those estimates.

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (continued)

Cash and Cash Equivalents

Cash includes cash on hand and demand deposits

in accounts maintained with commercial banks.

The Company considers all highly liquid investment instruments with an original maturity

of three months or less from the date of purchase to be cash equivalents.

The Company maintains all of its bank accounts in the United

Accounts Receivable, net

Accounts receivable are presented net of allowance

for doubtful accounts.

The Company usually determines the adequacy of reserves for doubtful accounts based on individual account analysis

and historical collection trends.

The Company establishes a provision for doubtful receivables when there is objective evidence that the

Company may not be able to collect amounts due.

The allowance is based on management’s best estimates of specific losses on individual

exposures, as well as a provision on historical trends of collections.

The provision is recorded against accounts receivables balances,

with a corresponding charge recorded in the consolidated statements of operations and comprehensive loss.

Delinquent account balances

are written off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.

As of July 31, 2023 and 2022, the Company had no allowance against doubtful accounts receivable.

Investment in Trading Securities

million, short-term investment in trading securities of $ 0.4 million, due from a related party of $ 0.9 million and accounts receivables

of $ 0.2 million due from a related party, which were highly liquid.

On the other hand, the Company had current liabilities of $ 1.0 million.

The Company’s cash on hand could well cover the current liabilities.

The Company’s ability to continue as a going concern

is dependent on management’s ability to successfully execute its business plan, which includes increasing revenue while controlling

operating cost and expenses to generate positive operating cash flows and obtain financing from outside sources.

accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of

assets and satisfaction of liabilities in the ordinary course of business.

The financial statements do not include any adjustments relating

to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result

from the outcome of the uncertainties described above.

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation and Principles of Consolidation

accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the

United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission

consolidated financial statements of the Company include the accounts of the Company and its subsidiaries.

All intercompany balances

and transactions have been eliminated upon consolidation.

preparing the consolidated financial statements in conformity with U.S.

GAAP, management makes estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting period.

These estimates are based on information as of the date

of the consolidated financial statements.

Significant estimates required to be made by management include, but are not limited to, the

valuation of accounts receivable, useful lives of property and equipment and intangible assets, the recoverability of long-lived assets,

revenue recognition, provision necessary for contingent liabilities and realization of deferred tax assets.

Actual results could differ

from those estimates.

HOLDINGS LIMITED

TO CONSOLIDATED FINANCIAL STATEMENTS

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

and Cash Equivalents

includes cash on hand and demand deposits in accounts maintained with commercial banks.

The Company considers all highly liquid investment

instruments with an original maturity of three months or less from the date of purchase to be cash equivalents.

The Company maintains

all of its bank accounts in the United States.

Receivable, net

August 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No.

2016-13, Financial Instruments-Credit Losses

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective

transition method.

ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result

in more timely recognition of credit losses.

Upon adoption, the Company changed the impairment model to utilize a forward-looking current

expected credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost and

receivables resulting from the application of ASC 606, including contract assets.

The adoption of the guidance had no impact on the allowance

for credit losses for accounts receivable.

to the Company’s adoption of ASU 2016-13, accounts receivable are presented net of allowance for doubtful accounts.

usually determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends.

The Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be able to collect

The allowance is based on management’s best estimates of specific losses on individual exposures, as well as a provision

on historical trends of collections.

The provision is recorded against accounts receivables balances, with a corresponding charge recorded

in the condensed consolidated statements of operations and comprehensive loss.

Delinquent account balances are written off against the

allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.

the adoption of ASU 2016-13, The Company maintains an allowance for credit losses and records the allowance for credit losses as an offset

to accounts receivable and the estimated credit losses charged to the allowance is classified as “General and administrative expenses”

in the consolidated statements of operations and comprehensive loss.

The Company uses loss-rate methods to estimate allowance

for credit loss.

The Company assesses collectability by reviewing accounts receivable on an individual basis because the Company had

limited customers and each of them has difference characteristics, primarily based on business line and geographical area.

In determining

the amount of the allowance for credit losses, the Company multiplied the loss rate with the amortized cost of accounts receivable.

loss rate refers to the corporate default rate published by credit rating companies, which considers current economic conditions, reasonable

and supportable forecasts of future economic conditions.

Delinquent account balances are written-off against the allowance for credit

losses after management has determined that the likelihood of collection is not probable.

For the year ended July 31, 2024, the

Company did not provide allowance for credit losses.

in Trading Securities

Equity securities not accounted for using the

4 unchanged sentences

in trading securities” and subsequently measure the investments at fair value.

The Company made a gain of $ 192,102 and a loss of

$ 2,432,107 from investment in trading securities for the years ended July 31, 2023 and 2022.

Property and Equipment, net

Property and equipment are stated at cost.

straight-line depreciation method is used to compute depreciation over the estimated useful lives of the assets, as follows:

The Company recognized a loss of $ 381,370 and a gain

of $ 192,102 from investment in trading securities for the years ended July 31, 2024 and 2023.

HOLDINGS LIMITED

TO CONSOLIDATED FINANCIAL STATEMENTS

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

and Equipment, net

and equipment are stated at cost.

The straight-line depreciation method is used to compute depreciation over the estimated useful lives

of the assets, as follows:

Furniture, fixtures and equipment

Transportation vehicles

Expenditures for maintenance and repairs, which

do not materially extend the useful lives of the assets, are charged to expense as incurred.

Expenditures for major renewals and betterments

which substantially extend the useful life of assets are capitalized.

The cost and related accumulated depreciation of assets retired

or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of operations and

comprehensive loss as other income or expenses.

Intangible assets, net

The Company capitalizes certain platform and software

development costs related to the consulting services during the application development stage.

The costs related to preliminary project

activities and post-implementation activities are expensed as incurred.

Capitalized software development costs are depreciated on a straight-line

basis over the estimated useful life of 4 years.

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (continued)

Long-term investments

In accordance with ASC 321-10 “Investments

– Equity Securities”, the Company elects to record equity investments in a privately held company, over which the Company

did not have control or exercise significant influence, using the measurement alternative at cost, less impairment, with subsequent adjustments

for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer.

Equity investment in a privately held company

accounted for using the measurement alternative is subject to periodic impairment reviews.

The Company’s impairment analysis considers

both qualitative and quantitative factors that may have a significant effect on the fair value of these equity securities, including consideration

of the impact of the COVID-19 pandemic.

As of July 31, 2022, the Company did not record

impairment loss against the long-term investments.

For the year ended July 31, 2023, the Company sold its long-term investments and had

no long-term investments as of July 31, 2023.

Impairment of Long-lived Assets

Long-lived assets, including plant and equipment

and intangible with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse

change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable.

The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate

and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds

expected from disposition of the asset, if any, are less than the carrying value of the asset.

If an impairment is identified, the Company

would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available

and appropriate, to comparable market values.

For the years ended July 31, 2023 and 2022,

the Company did not record impairment against long-lived assets, respectively.

Fair Value of Financial Instruments

ASC 825-10 requires certain disclosures regarding

the fair value of financial instruments.

Fair value is defined as the price that would be received to sell an asset or paid to transfer

a liability in an orderly transaction between market participants at the measurement date.

A three-level fair value hierarchy prioritizes

the inputs used to measure fair value.

The hierarchy requires entities to maximize the use of observable inputs and minimize the use of

unobservable inputs.

The three levels of inputs used to measure fair value are as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

Level 3 – inputs to the valuation methodology are unobservable.

value of investment in trading securities are based on quoted prices in active markets.

The carrying amounts of the Company’s other

financial instruments including cash and cash equivalents, accounts receivable, deposits, due from buyers of LGC and other current assets,

accounts payable, and accrued expenses and other current liabilities approximate their fair values because of the short-term nature of

these assets and liabilities.

For lease liabilities, fair value approximates their carrying value at the year-end as the interest rates

used to discount the host contracts approximate market rates.

For the year end July 31, 2023, there are no transfers between different

levels of inputs used to measure fair value

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (continued)

Revenue Recognition

The Company recognizes revenue in accordance with

ASC 606 Revenue from Contracts with Customers (“ASC 606”).

To determine revenue recognition for contracts

with customers, the Company performs the following five steps:

(i) identify the contract with the customer, (ii) identify the

performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that

it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance

obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

The Company recognizes revenue when it transfers

its goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange.

for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred.

for major renewals and betterments which substantially extend the useful life of assets are capitalized.

The cost and related accumulated

depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated

statements of operations and comprehensive loss as other income or expenses.

Company capitalizes certain platform and software development costs related to the consulting services during the application development

The costs related to preliminary project activities and post-implementation activities are expensed as incurred.

Capitalized software

development costs are depreciated on a straight-line basis over the estimated useful life of 4 years .

of Long-lived Assets

assets, including plant and equipment and intangible with finite lives are reviewed for impairment whenever events or changes in circumstances

(such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying

value of an asset may not be recoverable.

The Company assesses the recoverability of the assets based on the undiscounted future cash

flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to

result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of

If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based

on a discounted cash flows approach or, when available and appropriate, to comparable market values.

the years ended July 31, 2024 and 2023, the Company did not record impairment against long-lived assets, respectively.

HOLDINGS LIMITED

TO CONSOLIDATED FINANCIAL STATEMENTS

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Value of Financial Instruments

825-10 requires certain disclosures regarding the fair value of financial instruments.

Fair value is defined as the price that would

be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

A three-level fair value hierarchy prioritizes the inputs used to measure fair value.

The hierarchy requires entities to maximize

the use of observable inputs and minimize the use of unobservable inputs.

The three levels of inputs used to measure fair value are as

Level 1 – inputs

to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – inputs

to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for

identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived

from or corroborated by observable market data.

Level 3 – inputs

to the valuation methodology are unobservable.

Fair value of investment in trading securities are based on quoted

prices in active markets.

The carrying amounts of the Company’s other financial instruments including cash and cash equivalents,

accounts receivable, deposits, due from and due to related parties, other current assets, accounts payable, and accrued expenses and other

current liabilities approximate their fair values because of the short-term nature of these assets and liabilities.

For lease liabilities

and long-term payable, fair value approximates their carrying value at the year-end as the interest rates used to discount the host contracts

approximate market rates.

For the year end July 31, 2024 and 2023, there are no transfers between different levels of inputs used to measure

Company recognizes revenue in accordance with ASC 606 Revenue from Contracts with Customers (“ASC 606”).

determine revenue recognition for contracts with customers, the Company performs the following five steps:

(i) identify the contract

with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including

variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction

price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the

performance obligation.

Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which

the Company expects to be entitled in such exchange.

For the years ended July 31, 2024 and 2023, the

Company primarily generated revenues from consulting services to customers who would like to go public.

The Company provides various consulting services

to its members, especially to those who have the intention to be publicly listed in the stock exchanges in the United States and other

As of July 31, 2024, the Company

had uncompleted performance obligation s of $ 400,000 .

Company provides various consulting services to its members, especially to those who have the intention to be publicly listed in the

stock exchanges in the United States and other countries.

The Company categorizes its consulting services into three Phases:

Phase I consulting services primarily include

due diligence review, market research and feasibility study, business plan drafting, accounting record review, and business analysis and

recommendations.

Management estimates that Phase I normally takes about three months to complete based on its past experience.

Phase II consulting services primarily include

reorganization, pre-listing education and tutoring, talent search, legal and audit firm recommendation and coordination, VIE contracts

and other public-listing related documents review, merger and acquisition planning, investor referral and pre-listing equity financing

source identification and recommendations, and independent directors and audit committee candidate’s recommendation.

estimates that Phase II normally takes about eight months to complete based on its past experience.

III consulting services primarily include shell company identification and recommendation for customers expecting to become publicly listed

through reverse merger transaction;

I consulting services primarily include due diligence review, market research and feasibility study, business plan drafting, accounting

record review, and business analysis and recommendations.

Management estimates that Phase I normally takes about three months to complete

based on its past experience.

II consulting services primarily include reorganization, pre-listing education and tutoring, talent search, legal and audit firm recommendation

and coordination, VIE contracts and other public-listing related documents review, merger and acquisition planning, investor referral

and pre-listing equity financing source identification and recommendations, and independent directors and audit committee candidate’s

recommendation.

Management estimates that Phase II normally takes about eight months to complete based on its past experience.

III consulting services primarily include shell company identification and recommendation for customers expecting to become publicly

listed through reverse merger transaction;

assistance in preparation of customers’ public filings for IPO or reverse merger transactions;

63 unchanged sentences

POLICIES (continued)

Foreign Currency Translation

The functional currency for ATIF is the U.S Dollar

For the year ended July 31, 2023, the Company operates its business through ATIF Inc, and no foreign currency translation

was recorded for the year ended July 31, 2023.

For the year ended July 31, 2022, the Company

primarily operates its business through ATIF Inc, ATIF HK and Huaya, and the latter two entities were disposed of on May 31, 2022.

Company’s consolidated financial statements have been translated into US$.

Assets and liabilities accounts are translated

using the exchange rate at each reporting period end date.

Equity accounts are translated at historical rates.

Income and expense accounts

are translated at the average rate of exchange during the reporting period.

The resulting translation adjustments are reported under other

comprehensive income (loss).

Gains and losses resulting from the translations of foreign currency transactions and balances are reflected

in the results of operations.

The RMB is not freely convertible into foreign

currency and all foreign exchange transactions must take place through authorized institutions.

No representation is made that the RMB

amounts could have been, or could be, converted into US$ at the rates used in translation.

The following table outlines the currency exchange

rates that were used in creating the consolidated financial statements in this report:

Foreign currency

Comprehensive loss

Comprehensive loss consists of two components,

net loss and other comprehensive income.

The foreign currency translation gain or loss

resulting from translation of the financial statements expressed in RMB to US$ is reported in other comprehensive income in the consolidated

statements of operations and comprehensive loss.

Operating Leases

14 unchanged sentences

basis over the lease term.

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (continued)

Government grants

Government grants include

cash subsidies from various government agencies received by the subsidiaries of the Company.

Government grants are recognized as other

income when all conditions attached to the grants are fulfilled and recorded in the unaudited condensed consolidated statements of operations

and comprehensive loss.

For the fiscal years ended July 31, 2024 and 2023, the Company received Employee Retention Tax Credit of

$ 51,896 and $ nil from Internal Review Service (“IRS”) of the United States.

Statement of Cash Flows

1 unchanged sentence

Cash Flows,” cash flows from the Company’s operations are formulated based upon the local currencies.

As a result, amounts

related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes

in the corresponding balances on the balance sheets.

Segment reporting

12 unchanged sentences

service business.

Reclassification

items in the financial statements of comparative period have been reclassified to conform to the financial statements for the current

period, primarily for the effects of reverse split of the Company’s ordinary shares (see Note 17 for detail) and reclassification

of both statutory reserve and accumulated other comprehensive loss to accumulated losses.

Commitments and Contingencies

15 unchanged sentences

Risks and Uncertainty

As of July 31, 2023, the Company held cash and

cash equivalents of $ 346,903 deposited in the banks located in the U.S., which were insured by FDIC up to $ 250,000 , and held cash and

cash equivalents of $ 259,119 deposited in the investment bank accounts located in the U.S.

which are not insured by FDIC.

of July 31, 2024, the Company held cash and cash equivalents of $ 395,506 deposited in the banks located in the U.S., which were insured

by FDIC up to $ 250,000 , and held cash and cash equivalents of $ 841,409 deposited

in the investment bank accounts located in the U.S.

and cash and cash equivalents of $ 12,461 deposited in an investment bank accounts

located in Singapore, which are not insured by FDIC.

Concentration risk

3 unchanged sentences

its customers’ creditworthiness and its ongoing monitoring of outstanding balances.

Company has a concentration of its revenues and receivables with

specific customers.

For the year ended July 31, 2023, three customers accounted for 53 %, 24 % and 22 % of the Company’s consolidated

revenue, respectively.

For the year ended July 31, 2022, three customers accounted for 46 %, 30 % and 22 % of the Company’s consolidated

revenue, respectively.

As of July 31, 2023, two customers accounted for

54 % and 46 % of the Company’s consolidated accounts receivable, respectively.

The Company has a concentration of its revenues

and receivables with specific customers.

For the year ended July 31, 2024, two customers accounted for 40 % and 32 % of the Company’s

consolidated revenue, respectively.

For the year ended July 31, 2023, three customers accounted for 53 %, 25 % and 22 % of the Company’s

consolidated revenue, respectively.

As of July 31, 2024, one related party customer

accounted for 100 % of the Company’s consolidated accounts receivable, respectively.

As of July 31, 2023, two customers accounted

for 54 % and 46 % of the Company’s consolidated accounts receivable, respectively.

For the years ended July 31, 2024 and 2023, substantially

11 unchanged sentences

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13,

Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held

at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

This replaces the

existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost.

2016-13 was subsequently amended by Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit

Losses, Accounting Standards Update 2019-04 Codification Improvements to Topic 326, Financial Instruments—Credit Losses,

Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , and Accounting Standards Update 2019-05, Targeted Transition

For public entities, ASU 2016-13 and its amendments are effective for fiscal years, and interim periods within those fiscal

years, beginning after December 15, 2019.

For all other entities, this guidance and its amendments will be effective for fiscal years

In December 2023, the FASB issued ASU 2023-09,

which is an update to Topic 740, Income Taxes.

The amendments in this update related to the rate reconciliation and income taxes

paid disclosures improve the transparency of income tax disclosures by requiring (1) adding disclosures of pretax income (or loss)

and income tax expense (or benefit) to be consistent with U.S.

Securities and Exchange Commission (the “SEC”) Regulation S-X

210.4-08(h), Rules of General Application — General Notes to Financial Statements:

Income Tax Expense, and (2) removing

disclosures that no longer are considered cost beneficial or relevant.

For public business entities, the amendments in this Update are

effective for annual periods beginning after December 15, 2024.

For entities other than public business entities, the amendments

are effective for annual periods beginning after December 15, 2025.

Early adoption is permitted for annual financial statements that

have not yet been issued or made available for issuance.

The amendments in this update should be applied on a prospective basis.

Retrospective

application is permitted.

The Company is in the process of evaluating the impact of ASU 2023-09 on the consolidated financial statements.

In October 2023, the FASB issued ASU 2023-06,

Disclosure Improvements — Codification Amendments in Response to SEC’s Disclosure Update and Simplification Initiative

which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows — Overall, 250-10

Accounting Changes and Error Corrections — Overall, 260-10 Earnings Per Share — Overall, 270-10

Interim Reporting — Overall, 440-10 Commitments — Overall, 470-10 Debt — Overall, 505-10

Equity — Overall, 815-10 Derivatives and Hedging — Overall, 860-30 Transfers and Servicing — Secured

Borrowing and Collateral, 932-235 Extractive Activities — Oil and Gas — Notes to Financial Statements, 946-20

Financial Services — Investment Companies — Investment Company Activities, and 974-10 Real Estate — Real

Estate Investment Trusts — Overall.

The amendments represent changes to clarify or improve disclosure and presentation

requirements of the above subtopics.

Many of the amendments allow users to more easily compare entities subject to the SEC’s existing

disclosures with those entities that were not previously subject to the SEC’s requirements.

Also, the amendments align the requirements

in the codification with the SEC’s regulations.

For entities subject to existing SEC disclosure requirements or those that must

provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with

the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K.

Early adoption is not allowed.

For all other entities, the amendments will be effective two years later from the date of the SEC’s removal.

The Company is

in the process of evaluating the impact of ASU 2023-06 on the consolidated financial statements.

In March 2023, the FASB issued new accounting

guidance, ASU 2023-01, for leasehold improvements associated with common control leases, which is effective for fiscal years

beginning after December 15, 2023, including interim periods within those fiscal years.

Early application will be permitted for all

entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

As an emerging growth

company, the Company plans to adopt this guidance effective August 1, 2023.

The Company does not expect the adoption of ASU 2016-13

will have a material impact on its consolidated financial statements.

In November 2019, the FASB issued ASU 2019-10,

“Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)” (“ASU

ASU 2019-10 (i) provides a framework to stagger effective dates for future major accounting standards and (ii) amends

the effective dates for certain major new accounting standards to give implementation relief to certain types of entities.

Specifically,

ASU 2019-10 changes some effective dates for certain new standards on the following topics in the FASB Accounting Standards Codification

(a) Derivatives and Hedging (ASC 815) – now effective for fiscal years beginning after December 15, 2020 and interim

periods within fiscal years beginning after December 15, 2021;

(b) Leases (ASC 842) – now effective for fiscal years beginning

after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021;

— Credit Losses (ASC 326) – now effective for fiscal years beginning after December 15, 2022, including interim periods

within those fiscal years;

and (d) Intangibles — Goodwill and Other (ASC 350) – now effective for fiscal years beginning

after December 15, 2022, including interim periods within those fiscal years.

The Company does not expect the cumulative effect resulting

from the adoption of this guidance will have a material impact on its consolidated financial statements.

Early adoption is permitted for both

interim and annual financial statements that have not yet been made available for issuance.

The new guidance introduced two issues:

and conditions to be considered with leases between related parties under common control and accounting for leasehold improvements.

goals for the new issues are to reduce the cost associated with implementing and applying Topic 842 and to promote diversity in practice

by entities within the scope when applying lease accounting requirements.

The Company assessed that the adoption of ASU 2023-01 had

no significant impact on the consolidated financial statements.

Recently issued ASUs by the FASB, except for the

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – TRANSFER OF EQUITY INTEREST

August 1, 2022, the Company entered into a sales agreement with a third party, pursuant to which the Company sold all of its equity interest

in ATIF GP at cash consideration of $ 50,000 .

Because the transfer

of equity of interest occurred on the first day of the year of 2023, ATIF GP did not contribute any revenues or net income (loss) to the

The Company determines that the transfer of equity

interest in ATIF GP did not have a major effect on its operations and financial results.

The Company also determines the transfer of equity

interest does not represent a strategic shift because it is not changing the way the Company operates its consulting services.

The 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.

the year ended July 31, 2023, the Company recorded a gain of $ 56,038 from

the transfer of equity interest as a component of “other income (expenses), net” in the consolidated statements of operations and

comprehensive loss.

NOTE 5 – TRANSFER OF EQUITY INTEREST

IN ATIF HK AND HUAYA

To mitigate the potential risks arising from the

PRC government provision of new guidance to and restrictions on China-based companies raising capital offshore, the Company closed transfer

of equity interest in ATIF HK and Huaya with Mr.

Pishan Chi for nil consideration on May 31, 2022.

The disposition of ATIF HK and Huaya

did not discontinue the Company’s public listing related consulting service business, as the Company would focus it continuous efforts

on provision consulting service business to clients based in North America and other areas.

There were no penalties or non-compete agreements

derived from the disposition.

For the period from August 1, 2021 through May

31, 2022, operating revenue generated through ATIF HK and Huaya amounted to $ 864,102 , and net loss amounted to $( 871,958 ), respectively.

The revenues and net loss accounted for 52 % and 26 %, respectively, of consolidated revenue and net loss for the year ended July 31, 2022.

As of May 31, 2022, net asset deficits of ATIF HK and Huaya amounted to $( 1,050,745 ), the abstract amount accounted for 24 % of the

consolidated net assets of the Company as of July 31, 2022.

The Company determines that the transfer of equity

interest in ATIF HK and Huaya did not have a major effect on its operations and financial results.

The Company also determines the transfer

of equity interest does not represent a strategic shift because it is not changing the way the Company operates its consulting services.

The Company does not shift the nature of its business, not does it exit North America market, which is the major geographic market area

of the Company’s business.

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

For the year ended July 31, 2022, the Company

recorded a gain of $ 1,043,052 from the transfer of equity interest as a component of “other income (expenses), net” in the

consolidated statements of operations and comprehensive loss.

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – DUE FROM BUYERS OF LGC

29, 2021, the Company completed a disposition of 51.2 % of the equity interest of LGC.

The Company sold all of its shares of LGC to

Jiang Bo, Jiang Tao and Wang Di (collectively, the “Buyers”) in exchange for (i) 5,555,548 ordinary shares ( 1,111,110 ordinary

shares retrospectively restated for accounting purposes for effect of reverse stock split on August 30, 2021) of the Company owned by

the Buyers and (ii) payment by the Buyers in the amount of $ 2,300,000 plus interest at an interest rate of 10 % per annum on

the unpaid amount if the principal amount of $ 2,300,000 is not paid by January 14, 2022.

31, 2022, the principal and accrued and unpaid interest amounted to $ 2,654,767 .

All principal and accrued and unpaid interest shall be

due on January 14, 2023.

However the buyers of LGC failed to make payments to the Company.

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.

NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT

6 unchanged sentences

These prepayments are typically expensed over the period when the services are performed.

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT,

5 unchanged sentences

For the year ended July 31, 2024, the Company

disposed vehicles with original value of $ 132,670 and net book value of $ 111,940 , and other equipment with original value of $ 15,471 and

net book value of $ 9,762 .

The Company received proceeds of $ 72,000 , and recognized loss of $ 49,702 on disposal of property and equipment.

did not dispose of property and equipment.

For the year ended July 31, 2023, the Company disposed vehicles with original value of $ 132,670

and net book value of $ 111,940 , and other equipment with original value of $ 15,471 and net book value of $ 9,762 .

The Company received

proceeds of $ 72,000 , and recognized loss of $ 49,702 on disposal of property and equipment.

Depreciation expense was $ 38,677 and $ 58,805 for

3 unchanged sentences

As of July 31,

Financial and lease platform

accumulated amortization

3 unchanged sentences

NOTE 7 – INVESTMENTS IN TRADING SECURITIES

of July 31, 2023 and 2022, the balance of investments in trading securities represented certain equity securities of listed companies

purchased through various open market transactions by the Company during the relevant periods.

The investments are initially recorded

at cost, and subsequently measured at fair value with the changes in fair value recorded in other income (expenses), net in the consolidated

statement of operations and comprehensive loss.

For the years ended July 31, 2023 and 2022, the Company recorded an increase in fair value

of $ 192,102 and a decrease in fair value of $ 2,432,107 , respectively.

Investments in trading securities consisted of

the following:

As of July 31,

Trading securities invested by ATIF

Trading securities invested by ATIF LP

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – LONG-TERM INVESTMENTS

For the years ended July 31, 2022, the long-term

investment represented equity investment without readily determinable fair value measured at measurement alternative.

For the year ended

July 31, 2023, the Company sold the long-term investments at cost, and the Company had no long-term investments as of July 31, 2023.

As of July 31, 2023 and 2022, the long-term investments

consisted of the following:

As of July 31,

Solarever Tecnologia de America S.A.

(“Solarever”) (a)

Armstrong Logistic Inc.

(“Armstrong”) (b)

(a) In April 2022, ATIF Investment entered into an equity investment agreement with Solarever, pursuant to which the Company would make investment of $ 2 million in exchange of 5.25 % equity interest in Solarever.

The investment was solely used to cover professional and legal fees during going public by Solarever.

As of July 31, 2022, ATIF Investment made investment of $ 185,000 and acquired 0.49 % equity interest in Solarever.

The Company accounted for the investment

in privately held company using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price

changes resulting from orderly transactions for identical or similar investments of the same issuer.

As of July 31, 2022, the Company

did not identify orderly transactions for similar investments of the investee, or any impairment indicators, and the Company did not record

upward or downward adjustments or impairment against the investment.

(b) In May 2022, ATIF Investment entered into an equity investment agreement with Armstrong, pursuant to which the Company would make investment of $ 2 million in exchange of 12 % equity interest in Armstrong.

The investment was solely used to cover professional and legal fees during going public by Armstrong.

As of July 31, 2022, ATIF Investment made investment of $ 150,000 and acquired 0.90 % equity interest in Armstrong.

The Company accounted for the investment

in privately held company using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price

changes resulting from orderly transactions for identical or similar investments of the same issuer.

As of July 31, 2022, the Company

did not identify orderly transactions for similar investments of the investee, or any impairment indicators, and the Company did not record

upward or downward adjustments or impairment against the investment.

As of July 31, 2024 and 2023, the balance of investments

in trading securities represented certain equity securities of listed companies purchased through various open market transactions by

the Company during the relevant periods.

The investments are initially recorded at cost, and subsequently measured at fair value with

the changes in fair value recorded in other income (expenses), net in the consolidated statement of operations and comprehensive loss.

For the years ended July 31, 2024 and 2023, the Company recorded a decrease in fair value of $ 381,370 and an increase in fair value of

$ 192,102 , respectively.

ATIF HOLDINGS LIMITED

1 unchanged sentence

NOTE 8 – OPERATING LEASES

Company leases offices space under non-cancelable operating leases, with lease terms ranging between 14 months to 60 months.

year ended July 31, 2023, the Company entered into a car lease arrangement with a third party lessor with lease term of 48 months.

Company’s lease agreements do not contain any material residual value guarantees

or material restrictive covenants.

Rent expense for the years ended July 31, 2023 and 2022 was $ 497,746 and $ 460,649 , respectively.

of July 31, 2024, the Company leases offices space under one non-cancelable operating lease with a related party lessor (Note 11).

During the year ended July 31, 2024, the Company modified the office lease arrangement, pursuant to which the remaining lease term

was modified from 38 months to 24 months, and the office space

During the year ended July 31, 2024, the Company

early terminated a car lease arrangement, and recognized losses of $ 62,282 arising from early termination in the consolidated statements

of operations comprehensive loss.

The losses of $ 62,282 was comprised of $ 7,690 arising from the derecognition of operating

right-of-use assets and operating lease liabilities, and $ 54,592 arising from penalties.

During the year ended July 31, 2023, the

Company entered into a car lease arrangement with a third party lessor with lease term of 48 months.

The Company’s lease agreements do not

contain any material residual value guarantees or material restrictive covenants.

Rent expenses for the years ended July 31, 2024

and 2023 were $ 240,771 and $ 497,746 , respectively.

Effective August 1, 2019, the Company adopted

25 unchanged sentences

Weighted average discount rate 8.50 % 4.90 %

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – OPERATING LEASES (continued )

The following is a schedule of maturities of lease

5 unchanged sentences

Present value of lease liabilities

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 – ACCRUED EXPENSES AND OTHER

CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

NOTE 9 – ACCOUNTS PAYABLE, ACCRUED EXPENSES

AND OTHER CURRENT LIABILITIES, AND OTHER LONG-TERM LIABILITIES

Accounts payable, accrued expenses and other current liabilities consisted

of the following:

As of July 31,

Accounts payable, accrued expenses and other current liabilities:

Accrued litigation fee, current (a)

Investment securities payable

Due to a third party

Accrued legal consulting expenses

Accrued payroll expenses

Other long-term liabilities:

Accrued litigation fee, noncurrent (a)

September 24, 2024, the Company and Boustead Securities, LLC (“Boustead”) entered into a settlement agreement, pursuant to

which the Company would compensate Boustead in the amount of $ 1,000,000 (Note 14).

The compensation is payable in three instalments,

with first instalment of $ 250,000 payable with execution of settlement agreement, the second instalment of $ 500,000 payable before March

1, 2025, and the final instalment of $ 250,000 payable before December 31, 2025.

Accordingly, the Company recorded accrued litigation

fees of $ 750,000 as current liabilities, and the remaining $ 250,000 as noncurrent liabilities.

NOTE 10 – DEFERRED REVENUE

3 unchanged sentences

As of July 31, 2024 and 2023, the Company had deferred

revenues of $ 70,000 and $ 90,785 , respectively.

revenues of $ nil and $ 70,000 , respectively.

For the years ended July 31, 2024 and 2023, $ 70,000

and $ nil of advance from customer balance as of July 31, 2022 and 2021 were recognized as revenues in the year ended July 31, 2023 and

2022, respectively.

and $ 20,785 of advance from customer balance as of July 31, 2023 and 2022 were recognized as revenues in the year ended July 31, 2024

and 2023, respectively.

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – RELATED PARTY TRANSACTIONS

3 unchanged sentences

2023, or recorded balances as of July 31, 2024 and 2023:

Relationship with the Company

Wholly owned by Mr.

Name Relationship with the Company

Jun Liu The Chief Executive Officer of the Company

Huaya Wholly owned by Mr.

Pishan Chi, the former Chief Executive Officer of the Company

1 unchanged sentence

Wholly owned by Mr.

Jun Liu, the Chief Executive Officer of the Company

Zachary Group LLC (“Zachary Group”) Wholly owned by Mr.

2) Transactions with related parties

2 unchanged sentences

Asia International Securities Exchange Co., Ltd.

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 – RELATED PARTY

TRANSACTIONS (CONTINUED)

June 2022, the Company entered into an office lease agreement with Zachary Group.

Pursuant to the agreement, the Company would lease

the office space for a lease term of 5 years , matured in May 2027.

The monthly rental fee was $ 20,000 , payable on a monthly

On March 1, 2024, the Company and Zachary Group modified the lease agreement to reduce the lease term and office space.

agreement was for a lease term of 2 years through February 2026, and monthly rental fee was $ 3,000 , payable on a monthly basis.

year ended July 31, 2024 and 2023, the Company recorded rental expenses of $ 95,000 and $ 240,000 , respectively.

In April 2024, the Company made a three-month

loan of $ 300,000 to Mr.

The loan was interest free and was fully repaid in July 2024.

On April 29, 2024, the Company entered into a

deferred salary conversion agreement (“Deferred Salary Conversion Agreement”) with Mr.

Jun Liu, the president, chief executive

officer and chairman of the board of directors of the Company.

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

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.

For the year ended July 31, 2023, the Company

make a loan of $ 100,000 to Huaya to support its operations.

The loan was interest free and was repayable on demand.

year ended July 31, 2024 and 2023, Huaya made repayments of $ 40,539 and $ 59,461 to the Company.

Balances with related parties

5 unchanged sentences

Other receivable:

* As of July 31, 2023, the balance due from related parties

were repayable on demand.

The Company expected to collect the outstanding receivables from related parties before July 31, 2024.

(a) During the year ended July 31, 2023, the Company provided full provision of $ 762,000 against accounts

receivable due from Huaya because the management assessed the collection was remote.

Asia International Securities Exchange Co., Ltd.

(a) During the year ended July 31, 2024, the Company also made a prepayment of $ 900,000 to Asia International Securities Exchange Co., Ltd.

for security purchase.

However the transaction was subsequently canceled.

The Company expected to collect the prepayments before November 30, 2024.

(b) During the year ended July 31, 2023, the Company provided full provision of $ 762,000 against accounts receivable due from Huaya because the management assessed the collection was remote.

For the year ended July 31, 2024, Huaya paid salaries of $ 19,103 on behalf of the Company, and the Company reversed provision of $ 19,103 against accounts receivable due from Huaya.

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – RELATED PARTY

TRANSACTIONS ( continued )

As of July 31, 2024 and 2023, the balances due

3 unchanged sentences

Asia International Securities Exchange Co., Ltd.

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In April 2024, Asia International Securities

Exchange Co., Ltd.

waived debts of $ 712,258 due from the Company.

The forgiveness of liabilities was considered as a contribution

from the principal shareholder and recorded as additional paid-in capital.

NOTE 12 – TAXES

6 unchanged sentences

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 August 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.

The PRC Corporate Income Tax (“CIT”)

is calculated based on the taxable income determined under the applicable CIT Law and its implementation rules, which became effective

on January 1, 2008.

CIT Law imposes a unified income tax rate of 25 % for all resident enterprises in China, including both domestic

and foreign invested enterprises.

Huaya qualifies as a Small and Low Profit Enterprise, and is subject to a preferential EIT of 10 % for

the period from August 1, 2021 through May 31, 2022 when the Company transferred its equity interests in Huaya.

For the US jurisdiction, ATIF Inc., ATIF BC, ATIF

BM, ATIF GP, ATIF LP and ATIF BD are subject to federal and state income taxes on its business operations.

The federal tax rate is 21 %

and state tax rate is 8.84 %.

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

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

Act”), which both were passed in 2020, no material impact on the Company is expected based on the analysis.

The Company will

continue to monitor the potential impact going forward.

BM, ATIF BD are subject to federal and state income taxes on its business operations.

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

The Company also evaluated the impact from the recent tax reforms in the United States, including the Coronavirus Aid, Relief,

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

which both were passed in 2020, no material impact on the Company is expected based on the analysis.

The Company will continue to

monitor the potential impact going forward.

For the year ended July 31, 2024, the Company

incurred current income tax expenses of $ 3,300 , all of which was state income tax expenses.

For the year ended July 31, 2023, the Company

incurred current income tax expenses of $ 31,200 , including federal income tax expenses of $ 22,800 and state income tax expenses of $ 8,400 ,

respectively.

For the year ended July 31, 2022, the Company did not incur income tax expenses.

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 – TAXES (continued)

The following table reconciles the statutory federal

5 unchanged sentences

Permanent difference on non-deductible expenses

Permanent difference on non-taxable income

Utilization of net operation losses brought forward

1 unchanged sentence

Effective tax rate

Deferred tax assets

The Company’s deferred tax assets (liabilities)

are comprised of the following:

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 – TAXES (continued)

tax assets and liabilities

The Company’s deferred tax assets and

liabilities are comprised of the following:

As of July 31,

3 unchanged sentences

Gross deferred tax assets

Operating lease

Property, equipment and others

Gross deferred tax liabilities

Gross deferred tax assets, net of gross deferred tax liabilities

valuation allowance

22 unchanged sentences

Uncertain tax positions

Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions.

step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely

than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any.

step is to measure the tax benefit as the largest amount that is more than 50 % likely of being realized upon settlement.

penalties related to uncertain tax positions are recognized and recorded as necessary in the provision for income taxes.

the case of transfer pricing issues, the statute of limitation is ten years.

The Company accounts for uncertainty in income

taxes using a two-step approach to recognizing and measuring uncertain tax positions.

The first step is to evaluate the tax position for

recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained

on audit, including resolution of related appeals or litigation processes, if any.

The second step is to measure the tax benefit as the

largest amount that is more than 50 % likely of being realized upon settlement.

Interest and penalties related to uncertain tax positions

are recognized and recorded as necessary in the provision for income taxes.

In the case of transfer pricing issues, the statute of limitation

is ten years.

There is no statute of limitation in the case of tax evasion.

There were no uncertain tax positions as of July 31, 2023 and 2022 and the Company does not believe that its unrecognized tax benefits

will change over the next twelve months.

There were no uncertain tax positions as of July 31, 2024

and 2023 and the Company does not believe that its unrecognized tax benefits will change over the next twelve months.

ATIF HOLDINGS LIMITED

2 unchanged sentences

Ordinary shares

The Company was incorporated under the laws of

the British Virgin Islands on January 5, 2015.

Prior to the Reorganization, the Company was authorized to issue up to 100,000,000

ordinary shares with par value of $ 0.0004 per share and 50,000,000 shares were issued at par value.

On August 21, 2018, the Company

amended its Memorandum of Association and passed corporate authorizations to redeem and cancel the 50,000,000 issued shares and simultaneously

increased the number of the authorized shares to 100,000,000,000 and increased the par value of each share to $ 0.001 .

In connection with

the cancellation of the 50,000,000 shares, the Company issued 50,000 shares to the controlling shareholders at $0.001 per share.

Reverse stock split

On August 23, 2021, we completed a five (5) for

one (1) reverse stock split (the “Reverse Split”) of our issued and outstanding ordinary shares, par value $ 0.001 per share.

From a BVI legal perspective, the Reverse Split applied to the issued shares of the Company on the date of the Reverse Split and does

not have any retroactive effect on the Company’s shares prior that date.

However, for accounting purposes only (with no BVI legal

effect), references to our ordinary shares in this annual report are stated as having been retroactively adjusted and restated to give

effect to the Reverse Split, as if the Reverse Split had occurred by the relevant earlier date.

From a BVI legal perspective, the Reverse Split

applied to the issued shares of the Company on the date of the Reverse Split and does not have any retroactive effect on the Company’s

shares prior that date.

However, for accounting purposes only (with no BVI legal effect), references to our ordinary shares in this annual

report are stated as having been retroactively adjusted and restated to give effect to the Reverse Split, as if the Reverse Split had

occurred by the relevant earlier date.

In connection with the Reverse Split, the Company

issued 6,076 ordinary shares as fractional shares in September 2021.

In October 2021, the investors, who subscribed

for ordinary shares in the registered direct offering closed in November 2020, exercised warrants to purchase 389,855 ordinary shares

at cash consideration of $ 1,068,203 .

In January 2022, these investors also cashlessly exercised warrants to purchase 70,131 ordinary shares.

As of July 31, 2023 and 2022, the Company had

a total of 9,627,452 and 9,627,452 ordinary shares issued and outstanding.

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 – EQUITY (continued)

Statutory reserve and restricted net assets

Huaya, the Company’s subsidiary incorporated

the PRC, is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus

reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”).

Appropriations to the statutory surplus reserve are required to be at least 10 % of the after-tax net income determined in accordance with

PRC GAAP until the reserve is equal to 50 % of the entity’s registered capital.

Appropriations to the discretionary surplus reserve

are made at the discretion of the Board of Directors.

The statutory reserve may be applied against prior year losses, if any, and may

be used for general business expansion and production or increase in registered capital, but are not distributable as cash dividends.

The payment of dividends by entities organized

in China is subject to limitations, procedures and formalities.

Regulations in the PRC currently permit payment of dividends only out

of accumulated profits as determined in accordance with accounting standards and regulations in China.

The results of operations reflected

in the consolidated financial statements prepared in accordance with U.S GAAP may differ from those in the statutory financial statements

of the WFOEs and VIEs.

Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated

by State Administration of Foreign Exchange.

In light of the foregoing restrictions, Huaya

is restricted in its ability to transfer their net assets to the Company.

Foreign exchange and other regulations in the PRC may further

restrict its subsidiary in the PRC from transferring funds to the Company in the form of dividends, loans and advances.

As of July 31, 2023 and 2022, the statutory

reserve balance of $ 355,912 were reclassified to accumulated losses, and total restricted net assets of the Company was $ nil due to the

disposal of Huaya in May 2022 (Note 5).

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of July 31, 2023, the Company had a total of

9,627,452 ordinary shares issued and outstanding.

On April 23, 2024, the Company issued an aggregate

1,905,522 ordinary shares to three investors, at the purchase price of $ 1.23 per ordinary share.

The Company raised gross proceeds

of $ 2,343,792 from the private placements.

The difference of $ 2,341,886 between the par value of ordinary shares and the gross proceeds

were recorded as additional paid-in capital.

On April 30, 2024, the Company issued and Mr.

Jun Liu agreed to accept 384,478 ordinary shares to settle accrued payroll expenses due to Mr.

Liu (Note 11).

The difference

of $ 349,491 between the par value of ordinary shares and carrying amount of accrued payables is recorded as additional paid in capital.

As of July 31, 2024, the Company had a total of

11,917,452 ordinary shares issued and outstanding.

Additional paid-in capital

As of July 31, 2023, the Company had additional

paid-in capital of $ 29,196,350 .

As mentioned in Note 13 – Equity - ordinary

shares , the Company had an increase in additional paid-in capital $ 2,341,886 and $ 349,491 , respectively, from issuance of shares in

private placements and to settle accrued payable due to Mr.

the year ended July 31, 2024, the Company entered into an agreement with Asia International Securities Exchange Co., Ltd., which waived

debts of $ 712,258 due from the Company.

The forgiveness of liabilities was considered as a contribution from the principal shareholder

and recorded as additional paid-in capital.

As of July 31, 2024, the Company had additional paid-in

capital of $ 32,599,985 .

NOTE 14 – CONTIGENCIES

4 unchanged sentences

Legal costs incurred in connection with loss contingencies are expensed as incurred.

Pending Legal Proceeding with Boustead Securities, LLC (“Boustead”)

Legal Proceeding with Boustead Securities,

LLC (“Boustead”)

On May 14, 2020, Boustead filed a lawsuit

1 unchanged sentence

was separately engaged as the exclusive financial advisor to provide financial advisory services to the Company and LGC.

In April 2020, the Company acquired 51.2 % equity interest in LGC

after LGC terminated its efforts to launch an IPO on its own.

Boustead alleged that the acquisition transaction between the Company and

LGC was entered into during the tail period of the exclusive agreement between Boustead and the Company, and therefore deprived Boustead

of compensation that Boustead would otherwise have been entitled to receive under its exclusive agreement with the Company and LGC.

Boustead is attempting to recover from the Company an amount equal to a percentage of the value of the transaction it conducted with LGC.

In April 2020, the Company acquired 51.2 %

equity interest in LGC after LGC terminated its efforts to launch an IPO on its own.

Boustead alleged that the acquisition transaction

between the Company and LGC was entered into during the tail period of the exclusive agreement between Boustead and the Company, and therefore

deprived Boustead of compensation that Boustead would otherwise have been entitled to receive under its exclusive agreement with the Company

Therefore, Boustead is attempting to recover from the Company an amount equal to a percentage of the value of the transaction

it conducted with LGC.

ATIF HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 – CONTIGENCIES (continued)

Boustead’s Complaint alleges four causes

42 unchanged sentences

ATIF filed its opposition to that Motion on October

The hearing on the motion was held on November 8, 2023, during which

the arbitrator extended the hearing to February 29, 2024.

The arbitrator also established December 15, 2023, as the deadline for Boustead

to submit its reply regarding the contract interpretation issues raised by the Company.

Simultaneously, the Company was granted until

February 12, 2024, to present its response brief.

Our management believes it is premature to assess

and predict the outcome of this pending arbitration.

The hearing on the motion was held on November 8, 2023, during which the arbitrator extended the hearing to February 29, 2024.

The arbitrator also established December 15, 2023, as the deadline for Boustead to submit its reply regarding the contract interpretation

issues raised by the Company.

Simultaneously, the Company was granted until February 12, 2024, to present its response brief.

September 24, 2024, the Company and Boustead entered into a settlement agreement, pursuant to which the Company shall pay a total amount

of $ 1,000,000 to Boustead.

The payment is made in three instalments, the first instalment of $ 250,000 is payable upon execution of the

settlement agreement, the second instalment of $ 500,000 is payable before March 1, 2025, and the final instalment of $ 250,000 is payable

before December 31, 2025.

Pending Legal Proceeding with J.P Morgan Securities

On December 22, 2023, J.P Morgan Securities LLC

(“JPMS”) filed a lawsuit in the Superior Court of California, County of Orange, bearing Case Number 30-2023-01369978-CU-FR-CJC

against ATIF Holdings Limited (“Holdings”), ATIF Inc., ATIF-1 GP, LLC (ATIF-1 GP”), and two officers of Holdings and

ATIF Inc., Jun Liu and Zhiliang “Ian” Zhou, alleging and asserting that it is entitled to recover $ 5,064,160 in damages

plus interest and attorneys’ fees relating to a stock transaction by ATIF-1 GP.

The parties have agreed to attempt to mediate the dispute before proceeding

to litigation.

A mediation was held on May 6, 2024, but the parties could not come to a resolution.

The Defendants’ time to

respond to the lawsuit was May 20, 2024.

On May 15, 2024, the Defendants filed a Petition with the Superior Court of California seeking

to compel arbitration under the operative agreements and stay the underlying State Court action.

On or about August 16, 2024, the parties

agreed that JPMS and ATIF-1 GP, LLC would submit any disputes between the two of them only, to FINRA arbitration, and stay the California

state court case pending such arbitration.

At this time, the management is still in the process of evaluating the claims and defenses.

NOTE 15 – SUBSEQUENT EVENTS

In connection with the legal proceeding with Boustead

(Note 14), on September 24, 2024, the Company and Boustead entered into a settlement agreement, pursuant to which the Company shall pay

a total amount of $ 1,000,000 to Boustead.

The payment is made in three instalments, the first instalment of $ 250,000 is payable upon execution

of the settlement agreement, the second instalment of $ 500,000 is payable before March 1, 2025, and the final instalment of $ 250,000 is

payable before December 31, 2025.

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 9A. Controls and Procedures