HeartCore Enterprises, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______, 20___, to _____, 20___. Commission File Number 001-41272 HeartCore Enterprises, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 87-0913420 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 1-2-33 , Higashigotanda , Shinagawa-ku Tokyo , Japan (Address of Principal Executive Offices) (Zip Code) (206) 385-0488 , ext. 100 (Registrant’s Telephone Number, Including Area Code) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each Exchange on which Registered Common Stock HTCR The Nasdaq Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of August 14, 2023, there were 20,842,690 shares of outstanding common stock, par value $0.0001 per share, of the registrant. HeartCore Enterprises, Inc. Contents Page PART I – FINANCIAL INFORMATION Item 1. Financial Statements F-1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 3 Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 Item 4. Controls and Procedures 14 PART II – OTHER INFORMATION Item 1. Legal Proceedings 15 Item 1A. Risk Factors 15 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15 Item 3. Defaults Upon Senior Securities 15 Item 4. Mine Safety Disclosures 15 Item 5. Other Information 15 Item 6. Exhibits 16 Signatures 17 2 Item 1. Financial Statements. HEARTCORE ENTERPRISES, INC. CONSOLIDATED BALANCE SHEETS June 30, December 31, 2023 2022 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 4,238,741 $ 7,177,326 Accounts receivable 2,812,337 551,064 Investments in marketable securities 1,028,846 - Prepaid expenses 878,539 538,230 Note receivable 300,000 - Due from related party 43,782 48,447 Other current assets 79,339 220,070 Total current assets 9,381,584 8,535,137 Non-current assets: Property and equipment, net 331,389 203,627 Operating lease right-of-use assets 2,275,506 2,644,957 Intangible asset, net 4,834,375 - Goodwill 3,276,441 - Long-term investments in warrants 2,917,574 - Deferred tax assets 238,783 263,339 Security deposits 339,052 244,395 Long-term loan receivable from related party 200,849 246,472 Other non-current assets 69 661 Total non-current assets 14,414,038 3,603,451 Total assets $ 23,795,622 $ 12,138,588 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 1,194,222 $ 497,742 Accrued payroll and other employee costs 561,698 360,222 Due to related party 4,250 402 Current portion of long-term debts 548,297 697,877 Insurance premium financing 239,785 - Factoring liability 328,967 - Operating lease liabilities, current 262,063 291,863 Finance lease liabilities, current 7,386 19,294 Income tax payables 109,625 2,747 Deferred revenue 2,375,063 1,724,519 Other current liabilities 262,267 53,027 Total current liabilities 5,893,623 3,647,693 Non-current liabilities: Long-term debts 1,324,383 1,123,735 Operating lease liabilities, non-current 2,066,343 2,421,054 Finance lease liabilities, non-current - 459 Deferred tax liabilities 1,353,625 - Other non-current liabilities 124,936 138,018 Total non-current liabilities 4,869,287 3,683,266 Total liabilities 10,762,910 7,330,959 Shareholders’ equity: Preferred shares ($ 0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively) - - Common shares ($ 0.0001 par value, 200,000,000 shares authorized; 20,842,690 and 17,649,886 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively) 2,083 1,764 Additional paid-in capital 19,258,681 15,014,607 Accumulated deficit ( 9,603,090 ) ( 10,573,579 ) Accumulated other comprehensive income 372,296 364,837 Total HeartCore Enterprises, Inc. shareholders’ equity 10,029,970 4,807,629 Non-controlling interest 3,002,742 - Total shareholders’ equity 13,032,712 4,807,629 Total liabilities and shareholders’ equity $ 23,795,622 $ 12,138,588 The accompanying notes are an integral part of these unaudited consolidated financial statements. F- 1 HEARTCORE ENTERPRISES, INC. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) 2023 2022 2023 2022 For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Revenues $ 5,095,373 $ 2,670,297 $ 13,829,523 $ 4,946,298 Cost of revenues 3,586,938 1,337,296 6,688,004 2,392,652 Gross profit 1,508,435 1,333,001 7,141,519 2,553,646 Operating expenses: Selling expenses 488,062 728,836 1,056,704 934,754 General and administrative expenses 2,447,887 1,850,315 5,133,094 4,319,248 Research and development expenses 39,608 417,228 119,232 525,487 Total operating expenses 2,975,557 2,996,379 6,309,030 5,779,489 Income (loss) from operations ( 1,467,122 ) ( 1,663,378 ) 832,489 ( 3,225,843 ) Other income (expenses): Changes in fair value of investments in marketable securities ( 229,022 ) - ( 229,022 ) - Changes in fair value of investments in warrants ( 27,258 ) - 166,107 - Interest income 18,665 9,091 50,270 10,549 Interest expenses ( 42,614 ) ( 17,590 ) ( 82,454 ) ( 28,861 ) Other income 109,800 8,777 124,001 25,450 Other expenses ( 7,297 ) ( 31,562 ) ( 36,754 ) ( 55,224 ) Total other expenses ( 177,726 ) ( 31,284 ) ( 7,852 ) ( 48,086 ) Income (loss) before income tax provision ( 1,644,848 ) ( 1,694,662 ) 824,637 ( 3,273,929 ) Income tax expense (benefit) ( 622,002 ) 8,979 39,446 8,163 Net income (loss) ( 1,022,846 ) ( 1,703,641 ) 785,191 ( 3,282,092 ) Less: net loss attributable to non-controlling interest ( 111,046 ) - ( 185,298 ) - Net income (loss) attributable to HeartCore Enterprises, Inc. $ ( 911,800 ) $ ( 1,703,641 ) $ 970,489 $ ( 3,282,092 ) Other comprehensive income: Foreign currency translation adjustment 30,533 219,360 5,499 299,413 Total comprehensive income (loss) ( 992,313 ) ( 1,484,281 ) 790,690 ( 2,982,679 ) Less: comprehensive loss attributable to non-controlling interest ( 110,716 ) - ( 187,258 ) - Comprehensive income (loss) attributable to HeartCore Enterprises, Inc. $ ( 881,597 ) $ ( 1,484,281 ) $ 977,948 $ ( 2,982,679 ) Net income (loss) per common share attributable to HeartCore Enterprises, Inc. Basic $ ( 0.04 ) $ ( 0.09 ) $ 0.05 $ ( 0.18 ) Diluted $ ( 0.04 ) $ ( 0.09 ) $ 0.05 $ ( 0.18 ) Weighted average common shares outstanding Basic 20,842,690 18,936,829 19,959,333 18,105,698 Diluted 20,842,690 18,936,829 19,959,333 18,105,698 The accompanying notes are an integral part of these unaudited consolidated financial statements. F- 2 HEARTCORE ENTERPRISES, INC. UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 Number of Shares Amount Paid-in Capital Number of Shares Amount Accumulated Deficit Comprehensive Income (Loss) Equity (Deficit) Common Shares Additional Treasury Shares Accumulated Other Total Shareholders’ Number of Shares Amount Paid-in Capital Number of Shares Amount Accumulated Deficit Comprehensive Income (Loss) Equity (Deficit) Balance, December 31, 2021 15,546,454 $ 1,554 $ 3,350,779 - $ - $ ( 3,896,113 ) $ ( 15,172 ) - - $ ( 558,952 ) Net loss - - - - - ( 1,578,451 ) - ( 1,578,451 ) Foreign currency translation adjustment - - - - - - 80,053 80,053 Issuance of common shares for cash 3,096,000 310 13,643,969 - - - - 13,644,279 Issuance of common shares from exercise of share options 273,489 27 ( 11 ) - - - - 16 Stock-based compensation - - 422,164 - - - - -- - 422,164 Balance, March 31, 2022 18,915,943 1,891 17,416,901 - - ( 5,474,564 ) 64,881 - - - 12,009,109 Net loss - - - - - ( 1,703,641 ) - ( 1,703,641 ) Foreign currency translation adjustment - - - - - - 219,360 219,360 Stock-based compensation 83,333 8 466,654 - - - - 466,662 Repurchase of common shares - - - ( 558,809 ) ( 1,336,762 ) - - - - ( 1,336,762 ) Balance, June 30, 2022 18,999,276 $ 1,899 $ 17,883,555 ( 558,809 ) $ ( 1,336,762 ) $ ( 7,178,205 ) $ 284,241 - - $ 9,654,728 Number of Shares Amount Paid-in Capital Accumulated Deficit Comprehensive Income Shareholders’ Equity Non-controlling Interest Shareholders’ Equity Common Shares Additional Accumulated Other Total HeartCore Enterprises, Inc. Total Number of Shares Amount Paid-in Capital Accumulated Deficit Comprehensive Income Shareholders’ Equity Non-controlling Interest Shareholders’ Equity Balance, December 31, 2022 17,649,886 $ 1,764 $ 15,014,607 $ ( 10,573,579 ) $ 364,837 $ 4,807,629 $ - $ 4,807,629 Net income (loss) - - - 1,882,289 - 1,882,289 ( 74,252 ) 1,808,037 Foreign currency translation adjustment - - - - ( 22,744 ) ( 22,744 ) ( 2,290 ) ( 25,034 ) Issuance of common shares for acquisition of subsidiary 2,500,000 250 3,149,750 - - 3,150,000 - 3,150,000 Non-controlling interests arising from acquisition of subsidiary - - - - - - 3,190,000 3,190,000 Stock-based compensation 692,804 69 915,159 - - 915,228 - 915,228 Balance, March 31, 2023 20,842,690 2,083 19,079,516 ( 8,691,290 ) 342,093 10,732,402 3,113,458 13,845,860 Beginning balance, value 20,842,690 2,083 19,079,516 ( 8,691,290 ) 342,093 10,732,402 3,113,458 13,845,860 Net loss - - - ( 911,800 ) - ( 911,800 ) ( 111,046 ) ( 1,022,846 ) Foreign currency translation adjustment - - - - 30,203 30,203 330 30,533 Stock-based compensation - - 179,165 - - 179,165 - 179,165 Balance, June 30, 2023 20,842,690 $ 2,083 $ 19,258,681 $ ( 9,603,090 ) $ 372,296 $ 10,029,970 $ 3,002,742 $ 13,032,712 Ending balance, value 20,842,690 $ 2,083 $ 19,258,681 $ ( 9,603,090 ) $ 372,296 $ 10,029,970 $ 3,002,742 $ 13,032,712 The accompanying notes are an integral part of these unaudited consolidated financial statements. F- 3 HEARTCORE ENTERPRISES, INC. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS 2023 2022 For the Six Months Ended June 30, 2023 2022 Cash flows from operating activities: Net income (loss) $ 785,191 $ ( 3,282,092 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization expenses 306,097 46,688 Amortization of debt issuance costs 1,316 2,768 Non-cash lease expense 155,301 143,845 Deferred income taxes ( 75,240 ) 14,167 Stock-based compensation 1,094,393 888,826 Warrants received as noncash consideration ( 4,009,335 ) - Changes in fair value of investments in marketable securities 229,022 - Changes in fair value of investments in warrants ( 166,107 ) - Changes in assets and liabilities: Accounts receivable ( 596,312 ) ( 344,779 ) Prepaid expenses 1,245 ( 266,030 ) Other assets 23,277 ( 5,516 ) Accounts payable and accrued expenses ( 8,359 ) 281,567 Accrued payroll and other employee costs 124 175,246 Due to related party 4,214 5,448 Operating lease liabilities ( 147,035 ) ( 148,125 ) Finance lease liabilities - ( 288 ) Income tax payables 106,625 ( 8,756 ) Deferred revenue 810,639 596,762 Other liabilities 116,382 ( 193,598 ) Net cash flows used in operating activities ( 1,368,562 ) ( 2,093,867 ) Cash flows from investing activities: Purchases of property and equipment ( 180,451 ) ( 30,963 ) Advance on note receivable ( 300,000 ) - Repayment of loan provided to related party 23,715 21,508 Payment for acquisition of subsidiary, net of cash acquired ( 724,910 ) - Net cash flows used in investing activities ( 1,181,646 ) ( 9,455 ) Cash flows from financing activities: Proceeds from initial public offering, net of issuance cost - 13,602,554 Proceeds from issuance of common shares prior to initial public offering - 220,572 Repurchase of common shares - ( 1,336,762 ) Payments for finance leases ( 11,243 ) ( 24,189 ) Proceeds from long-term debt - 258,087 Repayment of long-term debts ( 411,923 ) ( 469,166 ) Repayment of insurance premium financing ( 149,250 ) ( 167,955 ) Net proceeds from factoring arrangement 328,967 - Payments for debt issuance costs ( 448 ) ( 1,030 ) Payment for mandatorily redeemable financial interest - ( 430,489 ) Net cash flows provided by (used in) financing activities ( 243,897 ) 11,651,622 Effect of exchange rate changes ( 144,480 ) ( 221,960 ) Net change in cash and cash equivalents ( 2,938,585 ) 9,326,340 Cash and cash equivalents - beginning of the period 7,177,326 3,136,839 Cash and cash equivalents - end of the period $ 4,238,741 $ 12,463,179 Supplemental cash flow disclosure: Interest paid $ 40,083 $ 28,025 Income taxes paid $ - $ 3,013 Non-cash investing and financing transactions: Payroll withheld as repayment of loan receivable from employees $ - $ 12,034 Liabilities assumed in connection with purchase of property and equipment $ 2,199 $ 9,676 Share repurchase liability settled by issuance of common shares $ - $ 16 Deferred offering costs recognized against the proceeds from the offering $ - $ 178,847 Insurance premium financing $ 389,035 $ 388,538 Common shares issued for acquisition of subsidiary $ 3,150,000 $ - Investments in warrants converted to marketable securities $ 1,257,868 $ - The accompanying notes are an integral part of these unaudited consolidated financial statements. F- 4 HEARTCORE ENTERPRISES, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS HeartCore Enterprises, Inc. (“HeartCore USA” or the “Company”), a holding company, was incorporated under the laws of the State of Delaware on May 18, 2021. On July 16, 2021, the Company executed a Share Exchange Agreement with certain shareholders of HeartCore Co., Ltd. (“HeartCore Japan”), a company that was incorporated in Japan on June 12, 2009. Pursuant to the terms of the Share Exchange Agreement, the Company issued 15,999,994 shares of its common shares to the shareholders of HeartCore Japan in exchange for 10,706 shares out of 10,984 shares of common shares issued by HeartCore Japan, representing approximately 97.5 % of HeartCore Japan’s outstanding common shares. On February 24, 2022, the Company purchased the remaining 278 shares of common shares of HeartCore Japan. As a result, HeartCore Japan became a wholly-owned operating subsidiary of the Company. The share exchange on July 16, 2021 has been accounted for as a recapitalization between entities under common control since the same controlling shareholders controlled these two entities before and after the transaction. The consolidation of the Company and its subsidiary has been accounted for at historical cost and prepared on the basis as if the transaction had become effective as of the beginning of the earliest period presented in the accompanying unaudited consolidated financial statements. The Company, via its wholly-owned operating subsidiary, HeartCore Japan, is mainly engaged in the business of developing and sales of comprehensive software. Beginning from early 2022, HeartCore USA is engaged in business of providing consulting services to Japanese companies with intention to go public in the United States capital market. On September 6, 2022, HeartCore USA entered into a share exchange and purchase agreement (“Sigmaways Agreement”) to acquire 51% of the outstanding shares of Sigmaways, Inc. (“Sigmaways”), a company incorporated under the laws of the State of California in April 2006, and its wholly-owned subsidiaries, Sigmaways B.V. and Sigmaways Technologies Ltd. (“Sigmaways Technologies”). Sigmaways B.V. was incorporated in Netherlands in November 2019. Sigmaways Technologies was incorporated in Canada in August 2020. Sigmaways and its wholly-owned subsidiaries are primarily engaged in the business of developing and sales of software in the United States. The acquisition was closed on February 1, 2023. In January 2023, HeartCore USA incorporated a wholly-owned subsidiary, HeartCore Financial, Inc. (“HeartCore Financial”), under the laws of the State of Delaware. HeartCore Financial is engaged in the business of providing financial consulting services. In February 2023, HeartCore USA incorporated a wholly-owned subsidiary, HeartCore Capital Advisors, Inc. (“HeartCore Capital Advisors”), in Japan. HeartCore Capital Advisors is engaged in the business of providing financial consulting services to Japanese companies. HeartCore USA, HeartCore Japan, Sigmaways, Sigmaways B.V., Sigmaways Technologies, HeartCore Financial and HeartCore Capital Advisors are hereafter referred to as the Company. F- 5 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. These unaudited interim consolidated financial statements do not include all of the information and disclosure required by the U.S. GAAP for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments consisting of normal recurring nature considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2022. Use of Estimates In preparing the unaudited consolidated financial statements in conformity U.S. GAAP, the management is required to make certain 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 available as of the date of the unaudited consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the allowance for credit losses, useful lives of property and equipment, the impairment of long-lived assets and goodwill, valuation of stock-based compensation, valuation allowance of deferred tax assets, implicit interest rate of operating and financing leases, valuation of asset retirement obligations, valuation of investments in warrants, revenue recognition and purchase price allocation with respect to business combination. Actual results could differ from those estimates. COVID-19 While the duration and extent of the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the extent and effectiveness of containment actions, it has already had an adverse effect on the global economy and the lasting effects of the pandemic continue to be unknown. The Company may experience customer losses, including due to bankruptcy or customers ceasing operations, which may result in delays in collections or an inability to collect accounts receivable from these customers. The extent to which COVID-19 may continue to impact the Company’s financial condition, results of operations, or liquidity continues to remain uncertain, and as of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or an adjustment to the carrying value of the Company’s assets or liabilities. These estimates may change, as new events occur and additional information is obtained, which will be recognized in the unaudited consolidated financial statements as soon as they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s unaudited consolidated financial statements. F- 6 Asset Retirement Obligations Pursuant to the lease agreements for the office space, the Company is responsible to restore these spaces back to its original statute at the time of leaving. The Company recognizes an obligation related to these restorations as asset retirement obligation included in other non-current liabilities in the consolidated balance sheets, in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) Topic 410, “Asset Retirement Obligation Accounting”. The Company capitalizes the associated asset retirement cost by increasing the carrying amount of the related property and equipment. The following table presents changes in asset retirement obligations: SCHEDULE OF CHANGES IN ASSET RETIREMENT OBLIGATIONS June 30, December 31, 2023 2022 Beginning balance $ 138,018 $ 155,666 Accretion expense 223 459 Foreign currency translation adjustment ( 13,305 ) ( 18,107 ) Ending balance $ 124,936 $ 138,018 Software Development Costs Software development costs are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon completion of a detailed program design or the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized and amortized over the economic life of the related products. The Company’s software development costs incurred subsequent to achieving technological feasibility have not been significant and all software development costs have been expensed as incurred. In the six months ended June 30, 2023 and 2022, software development costs expensed as incurred amounted to $ 119,232 and $ 525,487 , respectively. These software development costs were included in the research and development expenses. Investments in Warrants Investments in warrants represent stock warrants of its consulting service customers and are not registered for public sale. The warrants are measured at fair value and any changes in fair value are recognized in other income (expenses). Investments in warrants are classified as long-term if the maturity is over one year. Investments in Marketable Securities Investments in marketable securities represent equity securities registered for public sale with readily determinable fair value. The marketable securities as of June 30, 2023 were obtained through exercise of stock warrants of its consulting service customers and measured at fair value with changes in fair value recognized in other income (expenses). Intangible Asset, Net Intangible asset represents the customer relationship acquired from business acquisition of Sigmaways and its subsidiaries. The acquired intangible asset is recognized and measured at fair value at the time of acquisition and is amortized on a straight-line basis over the estimated economic useful life of the respective assets. The estimated useful life of the customer relationship is 8 years. Impairment of Long-Lived Assets Other Than Goodwill Long-lived assets with finite lives, primarily property and equipment, operating lease right-of-use assets and intangible asset, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. There were no impairments of these assets during the six months ended June 30, 2023 and 2022. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. In accordance with ASC Topic 350, “Intangibles – Goodwill and Others”, goodwill is subject to at least an annual assessment for impairment or more frequently if events or changes in circumstances indicate that an impairment may exist, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis. Foreign Currency Translation The functional currency of HeartCore Japan and HeartCore Capital Advisors is the Japanese Yen (“JPY”). The functional currency of HeartCore USA, HeartCore Financial and Sigmaways is the United States Dollar (“US$”). The functional currency of Sigmaways B.V. is the Euro (“EUR”). The functional currency of Sigmaways Technologies is the Canada Dollar (“CAD”). Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited consolidated statements of operations. F- 7 The reporting currency of the Company is the US$, and the accompanying unaudited consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statements”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of changes in shareholders’ equity. Revenue Recognition The Company recognizes revenues under ASC Topic 606, “Revenue from Contracts with customers”. To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract(s) 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. Revenue amount represents the invoiced value, net of value-added taxes and applicable local government levies. The Company currently generates its revenues from the following main sources: Revenues from On-Premise Software Licenses for on-premise software provide the customer with a right to use the software as it exists when made available to the customer. The Company provides on-premise software in the form of both perpetual licenses and term-based licenses which grant the customers with the right for a specified term. Revenues from on-premise licenses are recognized upfront at the point in time when the software is made available to the customer. Licenses for on-premise software are typically sold to the customer with maintenance and support services in a bundle. Revenues under the bundled arrangements are allocated based on the relative standalone selling prices (“SSP”) of on-premise software and maintenance and support service. The SSP for maintenance and support services is estimated based upon observable transactions when those services are sold on a standalone basis. The SSP of on-premise software is typically estimated using the residual approach as the Company is unable to establish the SSP for on-premise licenses based on observable prices given the same products are sold for a broad range of amounts (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence. Revenues from Maintenance and Support Services Maintenance and support services provided with software licenses consist of trouble shooting, technical support and the right to receive unspecified software updates when and if available during the subscription. Revenues from maintenance and support services are recognized over time as such services are performed. Revenues for consumption-based services are generally recognized as the services are performed and accepted by the customers. Revenues from Software as a Service (“SaaS”) The Company’s software is available for use as hosted application arrangements under subscription fee agreements without licensing the rights of the software to the customers. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company’s solution is made available to the customer. The subscription contracts are generally one year or less in length. F- 8 Revenues from Software Development and Other Miscellaneous Services The Company provides customers with software development and support services pursuant to their specific requirements, which primarily compose of consulting, integration, training, custom application, and workflow development. The Company also provides other miscellaneous services, such as 3D Space photography. The Company generally recognizes revenue at a point in time when control is transferred to the customers and the Company is entitled to the payment, which is when the promised services are delivered and accepted by the customers. Revenues from Customized Software Development and Services The Company’s customized software development and services revenues primarily include revenues from providing software development solutions and other support services to its customers. The contract pricing is at stated billing rates per hour. These contracts are generally short-term in nature and not longer than one year in duration. For services provided under the contract that result in the transfer of control over time, the underlying deliverable in the contract is owned and controlled by the customer and does not create an asset with an alternative use to the Company. The Company recognizes revenue on rate per hour contracts based on the amount billable to the customer, as the Company has the right to invoice the customer in an amount that directly corresponds with the value to the customer of the Company’s performance to date. Revenues from Consulting Services The Company provides public listing related consulting services to customers pursuant to the specific requirements prescribed in the contracts, which primarily include communicating with intermediary parties, preparing required documents related to the initial public offering and supporting the listing process. The consulting service contracts are generally less than one year in length and normally include both cash and noncash consideration. Cash consideration is paid in installment payments and is recognized in revenue over the period of the contract by reference to progress toward complete satisfaction of that performance obligation. Noncash consideration is in the form of warrants of the customers and is measured at fair value at contract inception. Noncash consideration that is variable for reasons other than only the form of the consideration is included in the transaction price, but is subject to the constraint on variable consideration. The Company assesses the estimated amount of the variable noncash consideration at contract inception and subsequently, to determine when and to what extent it is probable that a significant reversal in the amount of cumulative revenues recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved. Only when the significant revenues reversal is concluded probable of not occurring can variable consideration be included in revenues. Based on evaluation of likelihood and magnitude of a reversal in applying the constraint, the variable noncash consideration is recognized in revenues until the underlying uncertainties have been resolved. The timing of revenue recognition may differ from the timing of invoicing to the customers. The Company has determined that its contracts do not include a significant financing component. The Company records a contract asset, which is included in accounts receivable on the consolidated balance sheets, when revenue is recognized prior to invoicing. The Company factors certain accounts receivable upon or after the performance obligation is being met. The Company records deferred revenue on the consolidated balance sheets when revenues are recognized subsequent to cash collection for an invoice. Deferred revenue is reported net of related uncollected deferred revenue in the consolidated balance sheets. The amount of revenues recognized during the six months ended June 30, 2023 and 2022 that were included in the opening deferred revenues balance was approximately $ 1.3 million and $ 1.1 million, respectively. Disaggregation of Revenues The Company disaggregates its revenues from contracts by service types, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenues and cash flows are affected by economic factors. The Company’s disaggregation of revenues for the three and six months ended June 30, 2023 and 2022 is as following: SCHEDULE OF DISAGGREGATION OF REVENUES 2023 2022 2023 2022 For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Revenues from on-premise software $ 704,268 $ 716,532 $ 1,061,189 $ 1,518,133 Revenues from maintenance and support services 874,725 727,277 1,576,199 1,572,616 Revenues from software as a service (“SaaS”) 177,529 103,250 348,573 229,904 Revenues from software development and other miscellaneous services 406,455 674,883 1,086,796 1,177,290 Revenues from customized software development and services 2,294,953 - 3,926,572 - Revenues from consulting services 637,443 448,355 5,830,194 448,355 Total revenues $ 5,095,373 $ 2,670,297 $ 13,829,523 $ 4,946,298 F- 9 The Company’s disaggregation of revenues by product/service is as following: 2023 2022 2023 2022 For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Revenues from customer experience management platform $ 1,725,872 $ 1,831,166 $ 3,292,309 $ 3,586,219 Revenues from process mining 188,555 118,320 290,756 384,808 Revenues from robotic process automation 127,283 149,031 213,469 247,417 Revenues from task mining 95,679 98,558 202,767 185,435 Revenues from customized software development and services 2,294,953 - 3,926,572 - Revenues from consulting services 637,443 448,355 5,830,194 448,355 Revenues from others 25,588 24,867 73,456 94,064 Total revenues $ 5,095,373 $ 2,670,297 $ 13,829,523 $ 4,946,298 As of June 30, 2023 and 2022, and for the periods then ended, substantially all of the long-lived assets (excluding intangible asset) and the majority of revenues generated were attributed to the Company’s operation in Japan. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist primarily of accounts and other receivables. The Company usually does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable. For the six months ended June 30, 2023, customer C, D and E represent 18.2 %, 12.8 % and 11.8 %, respectively, of the Company’s total revenues. For the six months ended June 30, 2022, customer A and B represent 12.9 % and 10.4 %, respectively, of the Company’s total revenues. For the six months ended June 30, 2023, vendor A and B represent 22.7 % and 60.9 %, respectively, of the Company’s total purchases. For the six months ended June 30, 2022, vendor A and B represent 44.5 % and 29.8 %, respectively, of the Company’s total purchases. Stock-based Compensation The Company accounts for stock-based compensation awards in accordance with ASC Topic 718, “Compensation – Stock Compensation”. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the unaudited consolidated statements of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period or vesting period. The Company records forfeitures as they occur. F- 10 Business Combinations The Company accounts its business combinations using the acquisition method of accounting in accordance with ASC Topic 805. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible asset acquired and non-controlling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses are expensed as incurred. Consideration transferred in a business combination is measured at the fair value as of the date of acquisition. Where the consideration in an acquisition includes contingent consideration, and the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and is recorded as a liability. It is subsequently carried at fair value with changes in fair value reflected in earnings. In a business combination achieved in stages, the Company remeasures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition-date fair value and the remeasurement gain or loss, if any, is recognized in the unaudited consolidated statements of operations and comprehensive income (loss). Fair value is determined based upon the guidance of ASC Topic 820, “Fair Value Measurements and Disclosures,” and generally are determined using Level 2 inputs and Level 3 inputs. The determination of fair value involves the use of significant judgments and estimates. The Company utilizes the assistance of a third-party valuation appraiser to determine the fair value as of the date of acquisition. Fair Value Measurements The Company performs fair value measurements in accordance with ASC Topic 820. 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. ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset’s or a liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC Topic 820 establishes three levels of inputs that may be used to measure fair value: ● Level 1: quoted prices in active markets for identical assets or liabilities; ● Level 2: inputs other than Level 1 that are observable, either directly or indirectly; or ● Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. As of June 30, 2023 and December 31, 2022, the carrying values of current assets, except for investments in marketable securities, and current liabilities approximated their fair values reported in the consolidated balance sheets due to the short-term maturities of these instruments. Investments in Warrants The Company received warrants from its customers as noncash consideration from consulting services. The warrants are not registered for public sale and are measured at fair value at contract inception. The Company’s investments in warrants are measured on a recurring basis and carried on the balance sheet at an estimated fair value at the end of the period. The valuation of investments in warrants was determined using a Black-Scholes model of value based upon the stock price, exercise price, expected volatility, time to maturity, and a risk-free interest rate for the term of the warrants exercise. Such valuations are classified within Level 3 of the fair value hierarchy. The following table summarizes the Company’s investments in warrants activity for the six months ended June 30, 2023 and 2022: SCHEDULE OF INVESTMENTS IN WARRANTS 2023 2022 For the Six Months Ended June 30, 2023 2022 Fair value of investments in warrants at beginning of the period $ - $ - Warrants received as noncash consideration 4,009,335 - Changes in fair value of investments in warrants 166,107 - Investments in warrants converted to marketable securities ( 1,257,868 ) - Fair value of investments in warrants at end of the period $ 2,917,574 $ - Investments in Marketable Securities The Company’s investments in marketable securities registered for public sale with readily determinable fair value are measured at quoted prices on a recurring basis at the end of the period. Marketable securities are classified within Level 1 of the fair value hierarchy. The following table summarizes the Company’s investments in marketable securities activity for the six months ended June 30, 2023 and 2022: SCHEDULE OF INVESTMENTS IN MARKETABLE SECURITIES 2023 2022 For the Six Months Ended June 30, 2023 2022 Fair value of investments in marketable securities at beginning of the period $ - $ - Investments in warrants converted to marketable securities 1,257,868 - Changes in fair value of investments in marketable securities ( 229,022 ) - Marketable securities sold - - Fair value of investments in marketable securities at end of the period $ 1,028,846 $ - F- 11 Recent Accounting Pronouncements New Accounting Pronouncements Recently Adopted In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 was further amended in November 2020 by ASU No. 2020-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). As a result, ASC Topic 326, “Financial Instruments – Credit Losses” is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2020. For all other entities, it is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As the Company is an “emerging growth company” and elects to apply for the new and revised accounting standards at the effective date for a private company, the Company adopted ASU No. 2016-13 on January 1, 2023 and the adoption did not have a material impact on the Company’s unaudited consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, “Revenue from Contracts with Customers”. This ASU is expected to improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU No. 2021-08 on January 1, 2023 and the adoption did not have a material impact on the Company’s unaudited consolidated financial statements. New Accounting Pronouncements Not Yet Effective The Company has reviewed all other recently issued accounting pronouncements and concluded they were either not applicable or not expected to have a material impact on the Company’s unaudited consolidated financial statements. NOTE 3 — ACCOUNTS RECEIVABLE Accounts receivable consists of the following: SCHEDULE OF ACCOUNTS RECEIVABLE NET June 30, December 31, 2023 2022 Accounts receivable – non-factored $ 2,483,370 $ 551,064 Accounts receivable – factored with recourse 328,967 - Accounts receivable, gross 2,812,337 551,064 Less: allowance for credit losses - - Accounts receivable $ 2,812,337 $ 551,064 NOTE 4 — PREPAID EXPENSES Prepaid expenses consist of the following: SCHEDULE OF PREPAID EXPENSES June 30, December 31, 2023 2022 Prepayments to software vendors $ 157,782 $ 162,046 Prepaid marketing and consulting fees 161,338 99,770 Prepaid subscription fees 113,173 113,685 Prepaid insurance premium 319,133 66,023 Others 127,113 96,706 Total $ 878,539 $ 538,230 F- 12 NOTE 5 — NOTE RECEIVABLE On May 2, 2023, the Company purchased a $ 300,000 promissory note from a non-related company. The note bears an interest rate of 8 % per annum and matures on the earlier of 1) the date of the closing of capital-raising transactions in the amount of $ 300,000 or more consummated by the promissory note issuer, 2) the date on which the promissory note issuer completes its initial public offering on the Nasdaq Capital Market or New York Stock Exchange, or 3) 180 days following the note issuance. The interest rate would be 12 % per annum for any amount that is unpaid when due. NOTE 6 — RELATED PARTY TRANSACTIONS As of June 30, 2023 and December 31, 2022, the Company has a due to related party balance of $ 4,250 and $ 402 , respectively, from Sumitaka Yamamoto, the Chief Executive Officer (“CEO”) and major shareholder of the Company. The balance is unsecured, non-interest bearing and due on demand. During the six months ended June 30, 2023, the related party paid operating expenses on behalf of the Company and received the payments in a net amount of $ 4,214 . During the six months ended June 30, 2022, the related party paid operating expenses on behalf of the Company and received the payments in a net amount of $ 5,448 . As of June 30, 2023 and December 31, 2022, the Company has a loan receivable balance of $ 244,631 and $ 294,919 , respectively, from Heartcore Technology Inc., a company controlled by the CEO of the Company. The loan was made to the related party to support its operation. The balance is unsecured, bears an annual interest of 1.475 %, and requires repayments in installments starting from February 2022. During the six months ended June 30, 2023 and 2022, the Company received repayments of $ 23,715 and $ 21,508 , respectively, from this related party. During the period from January 1, 2022 through January 13, 2022, the Company completed a private placement, in which it issued 30,000 shares of common shares at a purchase price of $ 2.50 per share to the officers of the Company for an aggregate amount of $ 75,000 . NOTE 7 — PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT NET June 30, December 31, 2023 2022 Leasehold improvements $ 272,711 $ 298,637 Machinery and equipment 518,022 316,827 Vehicle 96,237 106,490 Software 147,350 163,049 Subtotal 1,034,320 885,003 Less: accumulated depreciation ( 702,931 ) ( 681,376 ) Property and equipment, net $ 331,389 $ 203,627 Depreciation expenses were $ 40,472 and $ 46,688 for the six months ended June 30, 2023 and 2022, respectively. NOTE 8 — INTANGIBLE ASSET, NET Intangible asset, net is as follows: SCHEDULE OF INTANGIBLE ASSETS June 30, December 31, 2023 2022 Customer relationship $ 5,100,000 $ - Less: accumulated amortization ( 265,625 ) - Intangible asset, net $ 4,834,375 $ - Amortization expenses were $ 265,625 and nil for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the future estimated amortization cost for intangible asset is as follows: SCHEDULE OF AMORTIZATION INTANGIBLE ASSET Estimated Year Ended December 31, Amortization Remaining of 2023 $ 318,750 2024 637,500 2025 637,500 2026 637,500 2027 637,500 Thereafter 1,965,625 Total $ 4,834,375 F- 13 NOTE 9 — LEASES The Company has entered into three leases for its office space, which were classified as operating leases. It has also entered into two leases for office equipment, one of which was terminated in June 2022, and a lease for a vehicle, and these leases were classified as finance leases. Right-of-use assets of these finance leases in the amount of $ 6,506 and $ 18,335 are included in property and equipment, net as of June 30, 2023 and December 31, 2022, respectively. Operating lease expenses for lease payments are recognized on a straight-line basis over the lease term. Finance lease costs include amortization, which are recognized on a straight-line basis over the expected life of the leased assets, and interest expenses, which are recognized following an effective interest rate method. Leases with initial term of twelve months or less are not recorded on the consolidated balance sheets. The components of lease costs are as follows: SCHEDULE OF LEASE COSTS 2023 2022 For the Six Months Ended June 30, 2023 2022 Finance lease costs Amortization of right-of-use assets $ 10,902 $ 21,972 Interest on lease liabilities 86 288 Total finance lease costs 10,988 22,260 Operating lease costs 176,809 164,513 Total lease costs $ 187,797 $ 186,773 F- 14 The following table presents supplemental information related to the Company’s leases: SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO THE COMPANY’S LEASES 2023 2022 For the Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 86 $ 288 Operating cash flows from operating leases 164,317 168,793 Financing cash flows from finance leases 11,243 24,189 Weighted average remaining lease term (years) Finance leases 0.3 1.3 Operating leases 8.7 9.6 Weighted average discount rate (per annum) Finance leases 1.32 % 1.32 % Operating leases 1.32 % 1.32 % As of June 30, 2023, the future maturity of lease liabilities is as follows: SCHEDULE OF FINANCE LEASE AND OPERATING LEASE FUTURE MATURITY OF LEASE LIABILITIES Year Ended December 31, Finance Lease Operating Lease Remaining of 2023 $ 7,144 $ 148,105 2024 259 286,340 2025 - 286,340 2026 - 286,340 2027 - 286,340 Thereafter - 1,178,973 Total lease payments 7,403 2,472,438 Less: imputed interest ( 17 ) ( 144,032 ) Total lease liabilities 7,386 2,328,406 Less: current portion ( 7,386 ) ( 262,063 ) Non-current lease liabilities $ - $ 2,066,343 Pursuant to the operating lease agreements, the Company made security deposits to the lessors. The security deposits amounted to $ 339,052 and $ 244,395 as of June 30, 2023 and December 31, 2022, respectively. F- 15 NOTE 10 — FACTORING LIABILITY Sigmaways, the newly acquired subsidiary of the Company, entered into a Factoring and Security Agreement (the “Factoring Agreement”) with The Southern Bank Company, an unrelated factor (the “Factor”), in 2017, for the purpose of factoring certain accounts receivable. Under the terms of the Factoring Agreement, the Company may offer for sale, and the Factor may purchase in its sole discretion, certain accounts receivable of the Company (the “Purchased Receivable”). The Factoring Agreement provided for a maximum of $ 850,000 in Purchased Receivable. Selected accounts receivable is submitted to the Factor, and the Company receives 90 % of the face value of the accounts receivable by wire transfer. Upon payment by the customers, the remainder of the amount due is received from the Factor after deducting certain fees. The Factoring Agreement specifies that eligible accounts receivable is factored with recourse. Under the terms of the recourse provision, the Company is required to reimburse the Factor, upon demand, for Purchased Receivable that is not paid on time by the customers. The performance of all obligations and payments to the Factor is personally guaranteed by Prakash Sadasivam, CEO of Sigmaways and Chief Strategy Officer (“CSO”) of the Company, and secured by all Sigmaways’ now owned and hereafter assets and any sums maintained by the Factor that are identified as payable to the Company. The Factoring Agreement has an initial term of twelve months and automatically renews for successive twelve-month renewal periods unless terminated pursuant to the terms of the Factoring Agreement. The Company may terminate the Factoring Agreement with sixty days’ written notice to the Factor and is subject to certain early termination fee. The Factoring Agreement contained covenants that are customary for accounts receivable-based factoring agreements and also contained provisions relating to events of default that are customary for agreements of this type. As of June 30, 2023, there was $ 328,967 borrowed and outstanding under the Factoring Agreement. There are various fees charged by the Factor, including initial discount purchase fee, factoring fee and interest expense. During the six months ended June 30, 2023, the Company recorded $ 41,611 in interest expense related to the Factoring Agreement. NOTE 11 — INSURANCE PREMIUM FINANCING In January 2023, the Company entered into an insurance premium financing agreement with BankDirect Capital Finance for $ 389,035 at an annual interest rate of 16.04 % for ten months from February 1, 2023, payable in ten monthly installments of principal and interest. In February 2022, the Company entered into an insurance premium financing agreement with BankDirect Capital Finance for $ 388,538 at an annual interest rate of 12.80 % for nine months from February 1, 2022, payable in nine monthly installments of principal and interest. As of June 30, 2023 and December 31, 2022, the balance of the insurance premium financing was $ 239,785 and nil , respectively. During the six months ended June 30, 2023 and 2022, the interest incurred was $ 18,033 and $ 14,185 , respectively. F- 16 NOTE 12 — LONG-TERM DEBTS The Company’s long-term debts included bond payable and loans borrowed from banks and other financial institutions, which consist of the following: SCHEDULE OF LONG-TERM DEBTS Name of Financial Institutions Original Amount Borrowed Loan Duration Annual Interest Rate Balance as of June 30, 2023 Balance as of December 31, 2022 Bond payable Corporate bond issued through Resona Bank, Limited JPY 100,000,000 (a)(c) 1/10/2019 – 1/10/2024 0.430 % $ 137,941 $ 228,956 Loans with banks and other financial institutions Resona Bank, Limited JPY 50,000,000 (a)(b) 12/29/2017 – 12/29/2024 0.675 % 74,005 113,677 Resona Bank, Limited JPY 10,000,000 (a)(b) 9/30/2020 – 9/30/2027 0.000 % 41,886 52,705 Resona Bank, Limited JPY 40,000,000 (a)(b) 9/30/2020 – 9/30/2027 0.000 % 167,543 210,822 Resona Bank, Limited JPY 20,000,000 (a)(b) 11/13/2020 – 10/31/2027 1.600 % 85,413 107,227 Sumitomo Mitsui Banking Corporation JPY 100,000,000 (a) 12/28/2018 – 12/28/2023 1.475 % 68,846 165,237 Sumitomo Mitsui Banking Corporation JPY 10,000,000 (a)(b) 12/30/2019 – 12/30/2026 1.975 % 34,498 44,532 The Shoko Chukin Bank, Ltd. JPY 30,000,000 9/28/2018 – 8/31/2023 1.200 % 6,414 34,343 The Shoko Chukin Bank, Ltd. JPY 50,000,000 7/27/2020 – 6/30/2027 1.290 % 200,014 253,377 Japan Finance Corporation JPY 80,000,000 11/17/2020 – 11/30/2027 0.210 % 353,128 442,036 Higashi-Nippon Bank JPY 30,000,000 (a) 3/31/2022 – 3/31/2025 1.400 % 120,008 177,669 First Home Bank $ 350,000 (d) 4/18/2019 – 4/18/2029 Wall Street Journal U.S. Prime Rate + 2.750 % 239,875 - U.S. Small Business Administration $ 350,000 (d) 5/30/2020 – 5/30/2050 3.750 % 350,000 - Aggregate outstanding principal balances 1,879,571 1,830,581 Less: unamortized debt issuance costs ( 6,891 ) ( 8,969 ) Less: current portion ( 548,297 ) ( 697,877 ) Non-current portion $ 1,324,383 $ 1,123,735 (a) These debts are guaranteed by Sumitaka Yamamoto, the Company’s CEO and major shareholder. (b) These debts are guaranteed by Tokyo Credit Guarantee Association, and the Company has paid guarantee expenses for these debts. (c) The bond is guaranteed by Resona Bank, Limited. (d) These debts are guaranteed by Prakash Sadasivam, CEO of Sigmaways and CSO of the Company, and secured by all assets of Sigmaways. Interest expense for long-term debts was $ 22,810 and $ 14,676 for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, future minimum loan payments are as follows: SCHEDULE OF FUTURE MINIMUM LOAN PAYMENTS Year Ended December 31, Loan Payment Remaining of 2023 $ 295,810 2024 433,421 2025 271,417 2026 258,793 2027 226,359 Thereafter 393,771 Total $ 1,879,571 F- 17 NOTE 13 — INCOME TAXES United States HeartCore USA, Sigmaways and HeartCore Financial, incorporated in the United States, are subject to federal income tax at 21 % statutory tax rate with respect to the profit generated from the United States. Netherlands Sigmaways B.V. is a company incorporated in Amsterdam in Netherlands in November 2019. The first EUR200,000 of taxable income will be taxed at 19% and the remaining taxable income will be taxed at statutory tax rate of 25.80% . Canada Sigmaways Technologies is a company incorporated in British Columbia in Canada in August 2020. It is subject to income tax on income arising in, or derived from, the tax jurisdiction in British Columbia it operates. The basic federal rate of Part I tax is 38 % of taxable income, 28 % after federal tax abatement. After the general tax reduction, the net federal tax rate is 15 %. The provincial and territorial lower and higher tax rates in British Columbia are 2 % and 12 %, respectively. Japan The Company conducts its major businesses in Japan and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the local tax authority. Income taxes in Japan applicable to the Company are imposed by the national, prefectural, and municipal governments, and in the aggregate resulted in an effective statutory tax rate of approximately 34.59 % and 30.62 % for the six months ended June 30, 2023 and 2022, respectively. For the six months ended June 30, 2023 and 2022, the Company’s income tax expense are as follows: SCHEDULE OF INCOME TAX EXPENSES 2023 2022 For the Six Months Ended June 30, 2023 2022 Current $ 114,686 $ ( 1,464 ) Deferred ( 75,240 ) 9,627 Income tax expense $ 39,446 $ 8,163 The effective tax rate was 4.78 % and ( 0.25 ) % for the six months ended June 30, 2023 and 2022, respectively. F- 18 NOTE 14 – STOCK-BASED COMPENSATION Options In May 2016, the Company granted 507 units stock options to its employees each to acquire one share of common shares of HeartCore Japan (an equivalent of approximately 1,494 shares of common shares of HeartCore USA) at JPY 10 (approximately $ 0.09 ) each. All options are exercisable upon issuance with a repurchase provision before the completion of the Company’s initial public offering, which serves as a vesting condition. All employees that were granted these stock options had early exercised their stock options in 2016 prior to the vesting of the related stock options. As of November 3, 2021, 324 units of the options were forfeited, and the CEO of the Company has repurchased and held the shares issued related to the early exercise of such stock options on behalf of the Company. On November 3, 2021, the Company redeemed 484,056 shares (equivalent to 324 shares of common shares of HeartCore Japan) from the CEO of the Company. The consideration received for the remaining early exercised options was recorded by the Company as a share repurchase liability included in other current liabilities in the consolidated balance sheet with JPY 1,830 (approximately $ 16 ) as of December 31, 2021. The shares issued related to the early exercise of the above-mentioned stock options were not considered outstanding as of December 31, 2021. On February 14, 2022, the 183 units of stock options were vested upon the completion of the Company’s initial public offering and the Company recognized stock-based compensation of $ 11,005 during the six months ended June 30, 2022. In the same period, the share repurchase liability of $ 16 was settled by issuance of 273,489 shares of common shares (equivalent to 183 shares of common shares of HeartCore Japan) from exercise of stock options. The following table summarizes the Company’s stock option activity for the stock options issued in 2016 for the six months ended June 30, 2022: SCHEDULE OF UNVESTED STOCK OPTION Number of Stock Options Issued and unvested as of January 1, 2022 183 Vested and exercised 183 Issued and unvested as of June 30, 2022 - On August 6, 2021, the Board of Directors and stockholders of the Company approved a 2021 Equity Incentive Plan (the “2021 Plan”), under which 2,400,000 shares of common shares are authorized for issuance. On December 25, 2021, the Company awarded options to purchase 1,534,500 shares of common shares at an exercise price of $ 2.50 per share to various officers, directors, employees and consultants of the Company. The options vest on each annual anniversary of the date of issuance, in an amount equal to 25 % of the applicable shares of common shares, with the expiration date on December 25, 2031 . On August 2, 2022, the Company awarded options to purchase 2,000 shares of common shares at an exercise price of $ 2.94 per share to an employee of the Company. The options vest on each annual anniversary of the date of issuance, in an amount equal to 25 % of the applicable shares of common shares, with the expiration date on August 2, 2032 . On August 9, 2022, the Company awarded options to purchase 14,500 shares of common shares at an exercise price of $ 2.48 per share to three prior employees of the Company. The options are fully vested and exercisable on the grant date, with the expiration date on August 9, 2026 . On February 3, 2023, the Company awarded options to purchase 100,000 shares of common shares at an exercise price of $ 1.17 per share to an employee of the Company. The options vest 50 % on the grant date and February 1, 2024, respectively, with the expiration date on February 3, 2033 . F- 19 The following table summarizes the stock options activity and related information for the six months ended June 30, 2023 and 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Term (Years) Intrinsic Value As of January 1, 2022 1,534,500 $ 2.50 9.99 $ - Granted - - - - Exercised -         - - - Forfeited - - - - As of June 30, 2022 1,534,500 $ 2.50 9.49 $ - As of January 1, 2023 1,466,500 $ 2.50 8.94 $ - Granted 100,000 1.17 9.61 - Exercised -         - - - Forfeited ( 2,000 ) 2.50 - - As of June 30, 2023 1,564,500 $ 2.42 8.52 $ 26,000 Vested and exercisable as of June 30, 2023 426,500 $ 2.34 8.44 $ 13,000 The Company calculated the fair value of options granted in the six months ended June 30, 2023 using the Black-Scholes model. Significant assumptions used in the valuation include expected volatility, risk-free interest rate, dividend yield and expected exercise term. For the three and six months ended June 30, 2023, the Company recognized stock-based compensation related to options of $ 150,481 and $ 334,816 , respectively. For the three and six months ended June 30, 2022, the Company recognized stock-based compensation related to options of $ 284,938 and $ 577,750 , respectively. The outstanding unamortized stock-based compensation related to options was $ 730,897 (which will be recognized through August 2026) as of June 30, 2023. Restricted Stock Units (“RSUs”) On February 9, 2022, the Company entered into executive employment agreements with five executives and granted 85,820 RSUs pursuant to the 2021 Plan. The RSUs vest on each annual anniversary of the date of the employment agreement, in an amount equal to 25 % of the applicable shares of common shares. The fair value of the RSUs at grant date was $ 424,809 . On February 25, 2022, the Company entered into a service agreement with a marketing company to purchase 6-month marketing services and granted 83,333 RSUs. The RSUs were issued and vested on May 15, 2022. The fair value of the RSUs at grant date was $ 224,999 . On March 22, 2023, the Company entered into agreements with employees and service providers of Sigmaways and granted 671,350 RSUs pursuant to the 2021 Plan. The RSUs were fully vested upon issuance. The fair value of the RSUs at grant date was $ 691,491 . The following table summarizes the RSUs activity for the six months ended June 30, 2023 and 2022: SCHEDULE OF RESTRICTED STOCK UNITS Number of RSUs Weighted Average Grant Date Fair Value per Share Unvested as of January 1, 2022 - $ - Granted 169,153 3.84 Vested ( 83,333 ) 2.70 Forfeited - - Unvested as of June 30, 2022 85,820 $ 4.95 Unvested as of January 1, 2023 85,820 $ 4.95 Granted 671,350 1.03 Vested ( 692,805 ) 1.15 Forfeited - - Unvested as of June 30, 2023 64,365 $ 4.95 For the three and six months ended June 30, 2023, the Company recognized stock-based compensation related to RSUs of $ 28,684 and $ 759,577 , respectively. For the three and six months ended June 30, 2022, the Company recognized stock-based compensation related to RSUs of $ 181,724 and $ 311,076 , respectively. The outstanding unamortized stock-based compensation related to RSUs was $ 159,110 (which will be recognized through February 2026) as of June 30, 2023. F- 20 NOTE 15 – SHAREHOLDERS’ EQUITY The Company was authorized to issue 200,000,000 shares of common shares, par value of $ 0.0001 per share, and 20,000,000 shares of preferred shares, par value of $ 0.0001 per share. During the period from January 1, 2022 through January 13, 2022, the Company issued 96,000 shares of common shares at a purchase price of $ 2.50 per share for aggregate net proceeds of $ 220,572 in a private placement, including 30,000 shares of common shares issued to the officers of the Company. On February 14, 2022, the Company completed its initial public offering on the NASDAQ Capital Market under the symbol of “HTCR”. The Company offered 3,000,000 common shares at $ 5.00 per share. Net proceeds raised by the Company from the initial public offering amounted to $ 13,724,167 after deducting underwriting discounts and commissions and other offering expenses. The Company has deferred costs of $ 300,460 directly attributed to the offering, among which $ 178,847 offering costs were paid and deferred as of December 31, 2021. Those costs were charged against the proceeds from the offering. On February 14, 2022, 273,489 shares of common shares were issued from exercise of stock options by settling share repurchase liability of $ 16 (also see NOTE 14). On May 15, 2022, 83,333 shares of restricted shares were issued to a marketing company as compensation of services received (also see NOTE 14). Share Repurchase Program On June 1, 2022, the Board of Directors approved a share repurchase program (“2022 Share Repurchase Program”), pursuant to which the Company is authorized to repurchase up to $ 3.5 million of its outstanding common shares. The timing and amount of repurchases under the program are determined by the Company’s management based on its evaluation of market conditions and other factors. This program has no set termination date and may be suspended or discontinued by at any time. During the period from June 1, 2022 through June 30, 2022, the Company repurchased 558,809 shares of common shares at an average price of $ 2.39 per share totaling approximately $ 1.3 million (including commissions) under the 2022 Share Repurchase Program. On February 1, 2023, 2,500,000 shares of common shares were issued for the acquisition of 51 % of the outstanding shares of Sigmaways and its subsidiaries with fair value of $ 3,150,000 (also see NOTE 17). As of June 30, 2023 and December 31, 2022, there were 20,842,690 and 17,649,886 shares of common shares issued and outstanding, respectively. No preferred shares were issued and outstanding as of June 30, 2023 and December 31, 2022. NOTE 16 – NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is calculated on the basis of weighted average outstanding common shares. Diluted net income (loss) per share is computed on the basis of basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, RSUs and other dilutive securities. Common shares equivalents are determined by applying the treasury stock method to the assumed conversion of share repurchase liability to common shares related to the early exercised stock options and unvested RSUs, and are not included in the calculation of diluted income (loss) per share if their effect would be anti-dilutive. The computation of basic and diluted net income (loss) per share for the three and six months ended June 30, 2023 and 2022 is as follows: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE 2023 2022 2023 2022 For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Net income (loss) per share - basic and diluted: Numerator: Allocation of net income (loss) attributable to HeartCore Enterprises, Inc. common shareholders used in calculating net income (loss) per common share $ ( 911,800 ) $ ( 1,703,641 ) $ 970,489 $ ( 3,282,092 ) Net income (loss) attributable to common shareholders ( 911,800 ) ( 1,703,641 ) 970,489 ( 3,282,092 ) Denominator: Weighted average number of common shares outstanding used in calculating net income (loss) per share 20,842,690 18,936,829 19,959,333 18,105,698 Denominator used for net income (loss) per share 20,842,690 18,936,829 19,959,333 18,105,698 Net income (loss) per share - basic and diluted $ ( 0.04 ) $ ( 0.09 ) $ 0.05 $ ( 0.18 ) For the three and six months ended June 30, 2023 and 2022, the weighted average common shares outstanding are the same for basic and diluted net income (loss) per share calculations, as the inclusion of common share equivalents would have an anti-dilutive effect. F- 21 NOTE 17 – BUSINESS COMBINATION On September 6, 2022, HeartCore USA entered into a share exchange and purchase agreement (“Sigmaways Agreement”) to acquire 51 % of the outstanding shares of Sigmaways, Inc. (“Sigmaways”), a company incorporated under the laws of the State of California, and its subsidiaries. The Sigmaways Agreement was further amended on December 23, 2022 and February 1, 2023, respectively, and the transaction was closed on February 1, 2023. Sigmaways and its subsidiaries are primarily engaged in the business of developing and sales of software in the United States. The Company aimed to expand the business of software development and sales in the United States through this acquisition. The purchase consideration was $ 4,150,000 , consisted of $ 1,000,000 in cash and 2,500,000 shares of common shares of the Company with fair value of $ 3,150,000 at the closing date. The total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities and non-controlling interest based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Amounts recorded in the business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. The purchase price was allocated on the acquisition date as follows: SCHEDULE OF BUSINESS PURCHASE PRICE ALLOCATION Amount Current assets $ 2,066,683 Acquired intangible asset 5,100,000 Non-current assets 47,979 Current liabilities ( 1,146,900 ) Deferred tax liabilities ( 1,428,000 ) Non-current liabilities ( 576,203 ) Goodwill 3,276,441 Non-controlling interest ( 3,190,000 ) Total purchase consideration $ 4,150,000 The results of operations, financial position and cash flows of Sigmaways and its subsidiaries have been included in the Company’s unaudited consolidated financial statements since the date of acquisition. Sigmaways and its subsidiaries contributed revenues and net loss of $ 3,926,572 and $ 378,159 , respectively, to the Company from February 1, 2023 to June 30, 2023. Pro forma results of operations for the business combination have not been presented because they are not material to the unaudited consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2023 and 2022. The Company’s policy is to perform its annual impairment testing on goodwill for its reporting unit on December 31 of each fiscal year or more frequently if events or changes in circumstances indicate that an impairment may exist. The Company did not recognize any impairment loss on goodwill during the six months ended June 30, 2023. NOTE 18 - SUBSEQUENT EVENTS On July 25, 2023, the Company obtained a five-year term loan in the amount of JPY 30,000,000 (approximately $ 207,000 ) from the Shoko Chukin Bank, Ltd., with a floating interest rate of Tokyo Interbank Offered Rate plus 1.950 % per annum. F- 22 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a safe harbor for forward-looking statements made by or on behalf of HeartCore Enterprises, Inc. (the “Company”). The Company and its representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this report and other filings with the Securities and Exchange Commission (“SEC”) and in our reports and presentations to stockholders or potential stockholders. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-looking statements include risks and uncertainties and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties can be found in Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as the same may be updated from time to time, including in Part II, Item 1A, “Risk Factors,” of this Quarterly Report on Form 10-Q. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, it is not possible to foresee or identify all factors that could have a material effect on the future financial performance of the Company. The forward-looking statements in this report are made on the basis of management’s assumptions and analyses, as of the time the statements are made, in light of their experience and perception of historical conditions, expected future developments and other factors believed to be appropriate under the circumstances. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this Quarterly Report on Form 10-Q and the information incorporated by reference in this Quarterly Report on Form 10-Q to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. Business Overview We are a leading software development company based in Tokyo, Japan. We provide software through two business units. The first business unit includes a customer experience management business that has been in existence for 12 years. Our customer experience management platform (the “CXM Platform”) includes marketing, sales, service and content management systems, as well as other tools and integrations, that enable companies to attract and engage customers throughout the customer experience. We also provide education, services and support to help customers be successful with our CXM Platform. The second business unit is a digital transformation business which provides customers with robotics process automation, process mining and task mining to accelerate the digital transformation of enterprises. We also have an ongoing technology innovation team to develop software that supports the narrow needs of large enterprise customers. On September 6, 2022, HeartCore Enterprises, Inc. (the “Company”) entered into a share exchange and purchase agreement (“Sigmaways Agreement”) to acquire 51% of the outstanding shares of Sigmaways, a company incorporated under the laws of the State of California and is engaged in the business of developing and sales of software in the United States. The acquisition closed on February 1, 2023. During 2022, we started the GO IPO consulting business, which supports Japanese companies seeking to list on Nasdaq and NYSE in the United States. As of August 14, 2023, we have entered into consulting agreements with 10 companies to assist them in their IPO process, whereby we are entitled to receive from each company a consulting fee ranging from $350,000 to $900,000 and warrants or Japanese acquisition rights to purchase 1% to 4% of the fully-diluted share capital of such companies that is exercisable on certain dates at an exercise price of $0.01 or JPY1 per share. The revenue from the GO IPO business helped to offset the decline in sales in the CX and DX divisions. In the first quarter of 2023, we formed HeartCore Financial, Inc. and HeartCore Capital Advisors, Inc. as a part of our Go IPO consulting business. 3 We have made significant investments in our sales and marketing efforts globally. As of June 30, 2023, our sales and marketing organization was comprised of 16 employees, including our field sales organization, which maintains a physical sales presence in the Japanese software market. Using our go-to-market strategy, we believe we have made significant contributions in Japan and have established a diversified revenue and customer base. As of June 30, 2023, our combined business units (customer experience management business unit and digital transformation business unit) had 923 total customers in Japan. Recent Developments rYojbaba Inc. Consulting Agreement On April 4, 2023 (the “rYojbaba Effective Date”), the Company entered into a Consulting and Services Agreement (the “rYojbaba Consulting Agreement”) by and between the Company and rYojbaba Inc., a Japanese corporation (“rYojbaba”). Pursuant to the terms of the rYojbaba Consulting Agreement, the Company agreed to provide rYojbaba certain services, including the following (collectively, the “rYojbaba Services”): (i) Assistance with the selection and negotiation of terms for a law firm, underwriter and auditing firm for rYojbaba; (ii) Assisting in the preparation of documentation for internal controls required for an initial public offering of de-SPAC or other rYojbaba Fundamental Transaction (as defined in the rYojbaba Consulting Agreement) by rYojbaba; (iii) Providing support services to remove problematic accounting accounts upon listing; (iv) Translation of requested documents into English; (v) Attend and, if requested by rYojbaba, lead meetings with rYojbaba’s management and employees; (vi) Provide rYojbaba with support services related to rYojbaba’s NASDAQ listing; (vii) Conversion of accounting data from Japanese standards to U.S. GAAP; (viii) Support for rYojbaba’s negotiations with the audit firm; (ix) Assist in the preparation of S-1 or F-1 filings; (x) Creation of English web page; and (xi) Preparing an investor presentation/deck and executive summary of rYojbaba’s operations. In providing the rYojbaba Services, the Company will not render legal advice or perform accounting services, and will not act as an investment advisor or broker/dealer. Pursuant to the terms of the rYojbaba Consulting Agreement, the parties agreed that the Company will not provide the following services, among others: negotiation of the sale of rYojbaba’s securities; participation in discussions between rYojbaba and potential investors; assisting in structuring any transactions involving the sale of rYojbaba’s securities; pre-screening of potential investors; due diligence activities; nor providing advice relating to valuation of or financial advisability of any investments in rYojbaba. Pursuant to the terms of the rYojbaba Consulting Agreement, rYojbaba agreed to compensate the Company as follows in return for the provision of the rYojbaba Services during the eight-month term: (a) $500,000, to be paid as follows: (i) $200,000 on the rYojbaba Effective Date; (ii) $150,000 on the three-month anniversary of the rYojbaba Effective Date; and (iii) $150,000 on the date that rYojbaba first files a Form S-1, Form F-1, Form S-4, Form F-4 or any similar or replacement form with the SEC with respect to any transaction which is reasonably expected to result in the rYojbaba Trigger Date (as defined in the rYojbaba Warrant); and (b) Issuance by rYojbaba to the Company of a warrant (the “rYojbaba Warrant”), deemed fully earned and vested as of the rYojbaba Effective Date, to acquire a number of shares of capital stock of rYojbaba, to initially be equal to 3% of the fully diluted share capital of rYojbaba as of the rYojbaba Effective Date, subject to adjustment as set forth in the rYojbaba Consulting Agreement and the rYojbaba Warrant. 4 For any services performed by the Company beyond the rYojbaba Term (as hereinafter defined), rYojbaba will compensate the Company for rYojbaba Services at the rate of $150 per hour, based on the hours spent by personnel of the Company. The term of the rYojbaba Consulting Agreement will continue until eight months after the rYojbaba Effective Date, unless sooner terminated in accordance with the terms of the rYojbaba Consulting Agreement (the “rYojbaba Term”). The rYojbaba Consulting Agreement may be terminated at any time by either party upon notice to the other party. rYojbaba Warrant As provided in the rYojbaba Consulting Agreement, on the rYojbaba Effective Date, rYojbaba issued the rYojbaba Warrant to the Company. Pursuant to the terms of the rYojbaba Warrant, the Company may, at any time (i) on or after the earlier of the date that either (a) rYojbaba completes its first initial public offering of stock in the U.S. resulting in any class of rYojbaba’s stock being listed for trading on any tier of Nasdaq, the NYSE or the NYSE American; (b) rYojbaba consummates a merger or other transaction with a SPAC wherein rYojbaba becomes a subsidiary of the SPAC; or (c) rYojbaba undertakes any other rYojbaba Fundamental Transaction (the “rYojbaba Trigger Date”); and (ii) on or prior to the close of business on the tenth anniversary of the rYojbaba Trigger Date, exercise the rYojbaba Warrant to purchase 3,000 shares of rYojbaba’s common stock, which represents 3% of rYojbaba’s issued and outstanding common stock as of the rYojbaba Trigger Date, for an exercise price per share of $0.01, subject to adjustment as provided in the rYojbaba Warrant. The number of shares for which the rYojbaba Warrant will be exercisable will be automatically adjusted on the rYojbaba Trigger Date to be 3% of the fully diluted number and class of shares of capital stock of rYojbaba as of the rYojbaba Trigger Date, following completion of the transactions which caused the rYojbaba Trigger Date to be achieved. The rYojbaba Warrant contains a 9.99% equity blocker. ZEROSPO Note Purchase Agreement On May 2, 2023, the Company entered into a Note Purchase Agreement by and between the Company and ZEROSPO. Pursuant to the terms of the Note Purchase Agreement, ZEROSPO agreed to issue and sell to the Company, and the Company agreed to purchase, a promissory note in the principal amount of $300,000 (the “ZEROSPO Note”). Pursuant to the terms of the ZEROSPO Note, ZEROSPO agreed to pay to the Company $300,000 and to pay interest on the outstanding principal amount at the rate of 8% per annum. To the extent not earlier paid, the principal amount and all accrued interest will be due and payable on the ZEROSPO Maturity Date (as hereinafter defined) or earlier in the event of an event of default as provided in the ZEROSPO Note. The “ZEROSPO Maturity Date” means the earlier of: (i) The date of the closing of capital-raising transactions consummated by ZEROSPO via the issuance of any debt securities or equity securities of ZEROSPO or any of its affiliates which results in gross proceeds to ZEROSPO or any of its affiliates of $300,000 or more; (ii) The date on which ZEROSPO completes a transaction pursuant to which its ordinary shares are listed for trading on The Nasdaq Capital Market, or any related exchange, including the NASDAQ Global Market, or on the New York Stock Exchange or any related securities exchange, including the NYSE American; and (iii) The date which is 180 days following May 2, 2023. ZEROSPO may, at its sole option, prepay the ZEROSPO Note and any accrued interest thereunder in whole or in part at any time. In the event that any amount due under the ZEROSPO Note is not paid as and when due, such amounts will accrue interest at the rate of 12% per year, simple interest, non-compounding, until paid. Private Placement On May 29, 2023, the Company entered into a Common Stock Sales Agreement (the “Sutter Agreement”) by and between the Company and Sutter Securities, Inc. (the “Sales Agent”). Pursuant to the terms of the Sutter Agreement, the parties agreed that, from time to time during the term of the Sutter Agreement, the Company would issue and sell through the Sales Agent common stock of the Company having an aggregate offering price of up to $5,000,000 (the “Placement Shares”). The issuance and sale of the Placement Shares to or through the Sales Agent will be effected pursuant to the Company’s effective shelf registration statement (File No. 333-270503), which was declared effective on April 12, 2023 (the “Registration Statement”). The Company filed a prospectus supplement to the Registration Statement relating to the offering of the Placement Shares pursuant to the Agreement. 5 Upon notification by the Company that it wishes to issue and sell the Placement Shares through the Sales Agent, as provided in the Sutter Agreement, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable laws, rules and regulations, including rules of The Nasdaq Stock Market (“Nasdaq”), for the period specified in the notice, to sell such shares up to the amount specified by the Company and otherwise in accordance with the terms of the notice. Subject to the terms of the notice, the Sales Agent may sell such shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended. The Sales Agent has the right by giving notice as specified in the Sutter Agreement at any time to terminate the Sutter Agreement if (i) any Material Adverse Change (as defined in the Sutter Agreement), or any development that could reasonably be expected to result in a Material Adverse Change has occurred that, in the reasonable judgment of the Sales Agent, may materially impair the ability of the Sales Agent to sell the shares under the Sutter Agreement, (ii) the Company shall have failed, refused or been unable to perform any agreement on its part to be performed hereunder; provided, however, in the case of any failure of the Company to deliver (or cause another person to deliver) certain certifications, opinions, or letters, the Sales Agent’s right to terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than 30 days from the date such delivery was required, (iii) any other condition of the Sales Agent’s obligations under the Sutter Agreement is not fulfilled, or (iv) any suspension or limitation of trading in the shares under the Sutter Agreement or in securities generally on Nasdaq shall have occurred (including automatic halt in trading pursuant to market-decline triggers, other than those in which solely program trading is temporarily halted), or a major disruption of securities settlements or clearing services in the United States shall have occurred, or minimum prices for trading have been fixed on Nasdaq. In addition, each of the Company and the Sales Agent has the right, by giving 10 days’ notice as specified in the Sutter Agreement, to terminate the Sutter Agreement in its sole discretion at any time after the date of the Sutter Agreement. Unless earlier terminated, the Sutter Agreement will automatically terminate upon the earlier to occur of (i) issuance and sale of all of the Placement Shares to or through the Sales Agent on the terms and subject to the conditions set forth in the Sutter Agreement, and (ii) the expiration of the Registration Statement on the third anniversary of the initial effective date of the Registration Statement pursuant to Rule 415(a)(5) under the Securities Act. The Sutter Agreement contains certain covenants, representations and warranties customary for an agreement of this type. The Company has not received any fund from Sutter Agreement as of the date of this filing. Appointment of Heather Neville as a Director On May 30, 2023, the Board of Directors (the “Board”) of HeartCore Enterprises, Inc. (the “Company”) expanded the size of the Board from eight persons to nine persons, and named Heather Marie Neville to serve as a member of the Board, to fill the vacancy created by the increase in the size of the Board. Neville Director Agreement On June 1, 2023, the Company and Ms. Neville entered into a Director Agreement. The Director Agreement provides that Ms. Neville will be compensated as follows: ● Ms. Neville will be paid the sum of $60,000 annually for her service as a director of the Company, to be paid $15,000 each calendar quarter, payable within five business days of the end of each calendar quarter, and with such amount for any partial calendar quarter being appropriately prorated. During the term of the Director Agreement, the Company will reimburse Ms. Neville for all reasonable out-of-pocket expenses incurred by her in attending any in-person meetings, provided that Ms. Neville complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses in excess of $500) must be approved in advance by the Company. The Director Agreement contains customary confidentiality provisions, and customary provisions related to Company ownership of intellectual property conceived or made by Ms. Neville in connection with the performance of her duties under the Director Agreement (i.e., a “work-made-for-hire” provision). 6 The Director Agreement provides that, during the term (which continues as long as Ms. Neville is serving as a director of the Company), Ms. Neville is entitled to indemnification and insurance coverage for officers’ liability, fiduciary liability and other liabilities arising out of her position with the Company in any capacity, in an amount not less than the highest amount available to any other director, and such coverage and protections, with respect to the various liabilities as to which Ms. Neville has been customarily indemnified prior to termination of employment, shall continue for at least six years following the end of the term. Any indemnification agreement entered into between the Company and Ms. Neville will continue in full force and effect in accordance with its terms following the termination of the applicable agreement. The Director Agreement contains customary representations and warranties by Ms. Neville, relating to the Director Agreement, and contains other customary miscellaneous provisions relating to waivers, assignments, third party rights, survival of provisions following termination, severability, notices, waiver of jury trials and other provisions. Financial Overview For the three months ended June 30, 2023 and 2022, we generated revenues of $5,095,373 and $2,670,297, respectively, and reported net loss of $1,022,846 and $1,703,641, respectively. For the six months ended June 30, 2023 and 2022, we generated revenues of $13,829,523 and $4,946,298, respectively, and reported net income of $785,191 and net loss of $3,282,092, respectively, and cash flows used in operating activities of $1,368,562 and $2,093,867, respectively. As noted in our unaudited consolidated financial statements, as of June 30, 2023, we had an accumulated deficit of $9,603,090. Results of Operations Comparison of Results of Operations for the Three Months Ended June 30, 2023 and 2022 The following table summarizes our operating results as reflected in our unaudited statements of operations during the three months ended June 30, 2023 and 2022, respectively, and provides information regarding the dollar and percentage increase (or decrease) during such periods. For the Three Months Ended June 30, 2023 2022 Variance % of % of % of Amount Revenues Amount Revenues Amount Revenues Revenues $ 5,095,373 100.0 % $ 2,670,297 100.0 % $ 2,425,076 90.8 % Cost of Revenues 3,586,938 70.4 % 1,337,296 50.1 % 2,249,642 168.2 % Gross Profit 1,508,435 29.6 % 1,333,001 49.9 % 175,434 13.2 % Operating expenses: Selling expenses 488,062 9.6 % 728,836 27.3 % (240,774 ) -33.0 % General and administrative expenses 2,447,887 48.0 % 1,850,315 69.3 % 597,572 32.3 % Research and development expenses 39,608 0.8 % 417,228 15.6 % (377,620 ) -90.5 % Total operating expenses 2,975,557 58.4 % 2,996,379 112.2 % (20,822 ) -0.7 % Loss from operations (1,467,122 ) -28.8 % (1,663,378 ) -62.3 % 196,256 -11.8 % Other expenses (177,726 ) -3.5 % (31,284 ) -1.2 % (146,442 ) 468.1 % Loss before income tax provision (1,644,848 ) -32.3 % (1,694,662 ) -63.5 % 49,814 -2.9 % Income tax expense (benefit) (622,002 ) -12.2 % 8,979 0.3 % (630,981 ) -7027.3 % Net loss (1,022,846 ) -20.1 % (1,703,641 ) -63.8 % 680,795 -40.0 % Less: net loss attributable to non-controlling interest (111,046 ) -2.2 % - - (111,046 ) -100.0 % Net loss attributable to HeartCore Enterprises, Inc. $ (911,800 ) -17.9 % $ (1,703,641 ) -63.8 % $ 791,841 -46.5 % 7 Revenues Our total revenues increased by $2,425,076, or 90.8%, to $5,095,373 for the three months ended June 30, 2023 from $2,670,297 for the three months ended June 30, 2022, mainly attributable to (i) an increased revenue of $2,294,953 from customized software development and services as a result of acquisition of Sigmaways and its subsidiaries on February 1, 2023; (ii) an increased revenue of $189,088 from GO IPO consulting services as the Company obtained more IPO consulting customers in 2023. Cost of Revenues Our total costs of revenues increased by $2,249,642, or 168.2%, to $3,586,938 for the three months ended June 30, 2023 from $1,337,296 for the three months ended June 30, 2022, in light of the increase in sales in GO IPO consulting services and customized software development and services. Gross Profit Our total gross profit increased by $175,434, or 13.2%, to $1,508,435 for the three months ended June 30, 2023 from $1,333,001 for the three months ended June 30, 2022, mainly attributable to (i) the increased gross profit of $336,870 from maintenance and support services, as we terminated some subcontractors in supporting service, as part of our effect to reduce costs; (ii) the increased gross profit of $485,731 from customized software development and services as a result of acquisition of Sigmaways and its subsidiaries on February 1, 2023; offset by (iii) the decreased gross profit of $387,651 from sales of on-premise software, as we incurred costs of approximately $184,000 to purchase third-party software to be included in the CMS sale, per certain customers’ request in the current period; and (iv) the decreased gross profit of $236,103 from GO IPO consulting services. Our overall gross profit margin decreased by 20.3% to 29.6% for the three months ended June 30, 2023, from 49.9% for the three months ended June 30, 2022. Selling Expenses Our selling expenses decreased by $240,774, or 33.0%, to $488,062 for the three months ended June 30, 2023 from $728,836 for the three months ended June 30, 2022, primarily attributable to a decrease of $371,413 in advertising expense, as the company spent heavily on IR and PR in the U.S. immediately after listing in Nasdaq in early 2022; offset by an increase of $82,002 in stock-based compensation for sales staff. As a percentage of revenues, our selling expenses accounted for 9.6% and 27.3% of our total revenues for the three months ended June 30, 2023 and 2022, respectively. General and Administrative Expenses Our general and administrative expenses increased by $597,572, or 32.3%, to $2,447,887 for the three months ended June 30, 2023 from $1,850,315 for the three months ended June 30, 2022, primarily attributable to (i) an increase of $546,302 in salaries and welfare due to a company-wide wage increase and additional staffs employed by Sigmaways and its subsidiaries; (ii) an increase of $114,129 in office, utility and other expenses, an increase of $154,542 in depreciation and amortization expenses, and an increase of $65,125 in rent expenses, mostly due to the acquisition of Sigmaways and its subsidiaries as well as the overall business expansion; offset by (iii) a decrease of $383,879 in stock-based compensation as the Company awarded options and RSUs to employees and service providers in early 2022 when the Company finished going public. As a percentage of revenues, general and administrative expenses were 48.0% and 69.3% of our revenues for the three months ended June 30, 2023 and 2022, respectively. Research and Development Expenses Our research and development expenses decreased by $377,620, or 90.5%, to $39,608 for the three months ended June 30, 2023 from $417,228 for the three months ended June 30, 2022, primarily attributable to the decrease in outsourcing expenses relating to the development of a high quality 12K VR camera and related data compression system, which was completed in June 2022. 8 As a percentage of revenues, research and development expenses were 0.8% and 15.6% of our revenues for the three months ended June 30, 2023 and 2022, respectively. Other Expenses Our other expenses primarily include changes in fair value of investments in marketable securities, changes in fair value of investments in warrants, interest income generated from bank deposits, interest expense for bank loans and bonds, other income, and other expenses. Our other expenses increased by $146,442, or 468.1%, to $177,726 in the three months ended June 30, 2023 from $31,284 in the three months ended June 30, 2022, primarily attributable to a decrease of $229,022 in changes in fair value of investments in marketable securities and a decrease of $27,258 in changes in fair value of investments in warrants, offset by an increase of $101,023 in other income, primarily attributable to the CMS development subsidy granted by the Japanese government. Income Tax Expense (Benefit) Our income tax benefit was $622,002 in the three months ended June 30, 2023, as compared to the income tax expense of $8,979 in the three months ended June 30, 2022, as the Company started to consider net operating losses carried forward from previous years in the current period income tax calculation and recognized an income tax benefit in the current period to offset the income tax expense recognized in the prior quarter. Net Loss As a result of the foregoing, we reported a net loss of $1,022,846 for the three months ended June 30, 2023, representing a $680,795, or 40.0%, decreased from a net loss of $1,703,641 for the three months ended June 30, 2022. Net Loss Attributable to Non-controlling Interest We owned 51% equity ownership interest of Sigmaways and its subsidiaries as of June 30, 2023. Accordingly, we recorded net loss attributable to the non-controlling interest of $111,046 in the three months ended June 30, 2023. Net Loss Attributable to HeartCore Enterprises, Inc. As a result of the foregoing, we reported a net loss attributable to HeartCore Enterprises, Inc. of $911,800 for the three months ended June 30, 2023, representing a $791,841 or 46.5%, decreased from a net loss attributable to HeartCore Enterprises, Inc. of $1,703,641 for the three months ended June 30, 2022. Comparison of Results of Operations for the Six Months Ended June 30, 2023 and 2022 The following table summarizes our operating results as reflected in our unaudited statements of operations during the six months ended June 30, 2023 and 2022, respectively, and provides information regarding the dollar and percentage increase (or decrease) during such periods. For the Six Months Ended June 30, 2023 2022 Variance % of % of % of Amount Revenues Amount Revenues Amount Revenues Revenues $ 13,829,523 100.0 % $ 4,946,298 100.0 % $ 8,883,225 179.6 % Cost of Revenues 6,688,004 48.4 % 2,392,652 48.4 % 4,295,352 179.5 % Gross Profit 7,141,519 51.6 % 2,553,646 51.6 % 4,587,873 179.7 % Operating expenses: Selling expenses 1,056,704 7.6 % 934,754 18.9 % 121,950 13.0 % General and administrative expenses 5,133,094 37.1 % 4,319,248 87.3 % 813,846 18.8 % Research and development expenses 119,232 0.9 % 525,487 10.6 % (406,255 ) -77.3 % Total operating expenses 6,309,030 45.6 % 5,779,489 116.8 % 529,541 9.2 % Income (loss) from operations 832,489 6.0 % (3,225,843 ) -65.2 % 4,058,332 -125.8 % Other expenses (7,852 ) -0.1 % (48,086 ) -1.0 % 40,234 -83.7 % Income (loss) before income tax provision 824,637 5.9 % (3,273,929 ) -66.2 % 4,098,566 -125.2 % Income tax expense 39,446 0.3 % 8,163 0.2 % 31,283 383.2 % Net income (loss) 785,191 5.6 % (3,282,092 ) -66.4 % 4,067,283 -123.9 % Less: net loss attributable to non-controlling interest (185,298 ) -1.4 % - - (185,298 ) -100.0 % Net income (loss) attributable to HeartCore Enterprises, Inc. $ 970,489 7.0 % $ (3,282,092 ) -66.4 % $ 4,252,581 -129.6 % 9 Revenues Our total revenues increased by $8,883,225, or 179.6%, to $13,829,523 for the six months ended June 30, 2023 from $4,946,298 for the six months ended June 30, 2022, mainly attributable to (i) the increased revenue of $5,381,839 from GO IPO consulting services as the Company obtained more IPO consulting customers in 2023 and received warrants from its customers as noncash consideration from consulting services; (ii) the increased revenue of $3,926,572 from customized software development and services as a result of acquisition of Sigmaways and its subsidiaries on February 1, 2023; offset by (iii) the decreased revenue of $456,944 in revenue from sales of on-premise software, primarily due to the weak perform of a significant distributor in the current period. Cost of Revenues Our total costs of revenues increased by $4,295,352, or 179.5%, to $6,688,004 for the six months ended June 30, 2023 from $2,392,652 for the six months ended June 30, 2022, in light of the increase in sales in GO IPO consulting services and customized software development and services. Gross Profit Our total gross profit increased by $4,587,873, or 179.7%, to $7,141,519 for the six months ended June 30, 2023 from $2,553,646 for the six months ended June 30, 2022, mainly attributable to (i) the increased gross profit of $4,282,835 from GO IPO consulting services as the Company obtained more IPO consulting customers in 2023 and received warrants from its customers as noncash consideration from consulting services; (ii) the increased gross profit of $709,607 from customized software development and services as a result of acquisition of Sigmaways and its subsidiaries on February 1, 2023; offset by (iii) the decreased gross profit of $914,590 from sales of on-premise software due to the overall market competition. Our overall gross profit margin remained 51.6% for the six months ended June 30, 2023 and 2022. Selling Expenses Our selling expenses increased by $121,950 or 13.0%, to $1,056,704 for the six months ended June 30, 2023 from $934,754 for the six months ended June 30, 2022, primarily attributable to an increase of $403,378 in stock-based compensation for sales staff, offset by the decrease of $340,712 in advertising expenses, as the company spent heavily on IR and PR in the U.S. immediately after listing in Nasdaq in early 2022. As a percentage of revenues, our selling expenses accounted for 7.6% and 18.9% of our total revenues for the six months ended June 30, 2023 and 2022, respectively. General and Administrative Expenses Our general and administrative expenses increased by $813,846, or 18.8%, to $5,133,094 for the six months ended June 30, 2023 from $4,319,248 for the six months ended June 30, 2022, primarily attributable to (i) an increase of $576,859 in salaries and welfare, an increase of $310,796 in office, utility and other expenses, an increase of $250,646 in depreciation and amortization expenses, and an increase of $115,807 in rent expenses, mostly due to the acquisition of Sigmaways and its subsidiaries as well as the overall business expansion; offset by (ii) a decrease of $271,771 in listing-related expenses as we finished the process of going public in early 2022; and (iii) a decrease of $281,522 in stock-based compensation as the Company awarded options and RSUs to employees and service providers in early 2022 when the Company finished going public. As a percentage of revenues, general and administrative expenses were 37.1% and 87.3% of our revenues for the six months ended June 30, 2023 and 2022, respectively. Research and Development Expenses Our research and development expenses decreased by $406,255, or 77.3%, to $119,232 for the six months ended June 30, 2023 from $525,487 for the six months ended June 30, 2022, primarily attributable to the decrease in outsourcing expenses relating to the development of a high quality 12K VR camera and related data compression system, which was completed in June 2022, offset by an increase of $57,839 in stock-based compensation for research and development staff. As a percentage of revenues, research and development expenses were 0.9% and 10.6% of our revenues for the six months ended June 30, 2023 and 2022, respectively. 10 Other Expenses Our other expenses primarily include changes in fair value of investments in marketable securities and changes in fair value of investments in warrants, interest income generated from bank deposits, interest expense for bank loans and bonds, other income, and other expenses. Our other expenses decreased by $40,234, or 83.7%, to $7,852 in the six months ended June 30, 2023 from $48,086 in the six months ended June 30, 2022, primarily attributable to (i) an increase of $166,107 in changes in fair value of investments in warrants; (ii) an increase of $98,551 in other income, primarily attributable to the CMS development subsidy granted by the Japanese government; offset by (iii) a decrease of $229,022 in changes in fair value of investments in marketable securities. Income Tax Expense Our income tax expense was $39,446 in the six months ended June 30, 2023, as compared to $8,163 in the six months ended June 30, 2022, mainly due to the net income before income tax of $824,637 in the current period, as compared to a net loss before income tax of $3,273,929 in the prior period. Net Income (Loss) As a result of the foregoing, we reported a net income of $785,191 for the six months ended June 30, 2023, representing a $4,067,283, or 123.9%, increase from a net loss of $3,282,092 for the six months ended June 30, 2022. Net Loss Attributable to Non-controlling Interest We owned 51% equity ownership interest of Sigmaways and its subsidiaries as of June 30, 2023. Accordingly, we recorded net loss attributable to the non-controlling interest of $185,298 in the six months ended June 30, 2023. Net Income (Loss) Attributable to HeartCore Enterprises, Inc. As a result of the foregoing, we reported a net income attributable to HeartCore Enterprises, Inc. of $970,489 for the six months ended June 30, 2023, representing a $4,252,581, or 129.6%, increase from a net loss attributable to HeartCore Enterprises, Inc. of $3,282,092 for the six months ended June 30, 2022. Liquidity and Capital Resources As of June 30, 2023, we had $4,238,741 in cash, as compared to $7,177,326 as of December 31, 2022. As of June 30, 2023, our working capital was $3,487,961, as compared to $4,887,444 as of December 31, 2022. We also had $2,812,337 in accounts receivable as of June 30, 2023. Our accounts receivable primarily includes balance due from customers for our on-premise software sold and services provided to and accepted by customers, as well as Sigmaways’s accounts receivable related to customized software development and services. The following table sets forth summary of our cash flows for the periods indicated: For the Six Months Ended June 30, 2023 2022 Net cash flows used in operating activities $ (1,368,562 ) $ (2,093,867 ) Net cash flows used in investing activities (1,181,646 ) (9,455 ) Net cash flows provided by (used in) financing activities (243,897 ) 11,651,622 Effect of exchange rate changes (144,480 ) (221,960 ) Net change in cash and cash equivalents (2,938,585 ) 9,326,340 Cash and cash equivalents, beginning of the period 7,177,326 3,136,839 Cash and cash equivalents, end of the period $ 4,238,741 $ 12,463,179 Operating Activities Net cash flows used in operating activities was $1,368,562 for the six months ended June 30, 2023, as compared to $2,093,867 net cash flows used in operating activities for the six months ended June 30, 2022, primarily consisting of the following: ● Net income of $785,191 for the six months ended June 30, 2023. ● Changes in fair value of investments in warrants of $166,107 and warrants received as non-cash consideration of $4,009,335 as two of our IPO consulting customers completed the IPO during the current period and we recognized investments in warrants and remeasured the fair value at the period end. ● An increase of $596,312 in accounts receivable in light of the increase in revenues. ● Offset by an increase of $810,639 in deferred revenue, due to the upfront payment received for long-term service contracts. ● Offset by stock-based compensation of $1,094,393 for the six months ended June 30, 2023, as we granted equity rewards to our employees and service providers in the first quarter of 2023. ● Offset by depreciation and amortization expenses of $360,097, mainly because we acquired Sigmaways and its subsidiaries on February 1, 2023 and recognized amortization expense for the intangible asset identified through the acquisition. ● Offset by the loss from changes in fair value of investments in marketable securities of $229,022 due to the decrease in customers’ stock price from the warrant exercise date to the balance sheet date. ● Offset by an increase of $106,625 in income tax payables as we generated more taxable income in the current period. 11 Investing Activities Net cash flows used in investing activities amounted to $1,181,646 for the six months ended June 30, 2023, as compared to net cash flows used in investing activities of $9,455 for the six months ended June 30, 2022 . Net cash flows used in investing activities for the six months ended June 30, 2023 primarily consisted of (i) payment for acquisition of Sigmaways and its subsidiaries, net of cash acquired, of $724,910; (ii) advance on notes receivable of $300,000; and (iii) purchases of property and equipment of $180,451. Financing Activities Net cash flows used in financing activities amounted to $243,897 for the six months ended June 30, 2023, as compared to net cash flows provided by financing activities of $11,651,622 for the six months ended June 30, 2022. Net cash flows used in financing activities primarily consisted of repayment of $411,923 for long-term debts, and repayment of $149,250 for insurance premium financing, offset by the net proceeds of $328,967 from the factoring arrangement. Contractual Obligations Lease commitment The Company has entered into three leases for its office space, which were classified as operating leases. It has also entered into two leases for office equipment, one of which was terminated in June 2022, and a lease for a vehicle, and these leases were classified as finance leases. As of June 30, 2023, future minimum lease payments under the non-cancelable lease agreements are as follows: Year Ended December 31, Finance Leases Operating Leases Remaining of 2023 $ 7,144 $ 148,105 2024 259 286,340 2025 - 286,340 2026 - 286,340 2027 - 286,340 Thereafter - 1,178,973 Total lease payments 7,403 2,472,438 Less: imputed interest (17 ) (144,032 ) Total lease liabilities 7,386 2,328,406 Less: current portion (7,386 ) (262,063 ) Non-current lease liabilities $ - $ 2,066,343 Long-Term Debts The Company’s long-term debts included bond payable and loans borrowed from banks and other financial institutions. As of June 30, 2023, future minimum loan payments are as follows: Loan Year Ended December 31, Payment Remaining of 2023 $ 295,810 2024 433,421 2025 271,417 2026 258,793 2027 226,359 Thereafter 393,771 Total $ 1,879,571 Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of June 30, 2023. 12 Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based upon our unaudited consolidated financial statements. These financial statements are prepared in accordance with the generally accepted accounting principles in the United States (“U.S. GAAP”), which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenues and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenues and expenses incurred during the financial reporting period. We continue to evaluate the estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed herein reflect the more significant judgments and estimates used in preparation of our unaudited consolidated financial statements. Business Combinations We account for business combinations using the acquisition method, which requires management to estimate the fair value of the tangible assets, liabilities, identifiable intangible asset and non-controlling interest, and to properly allocate purchase price consideration to the individual assets acquired, liabilities assumed and non-controlling interest. Goodwill is measured as the excess amount of consideration transferred. The allocation of the purchase price utilizes significant estimates and assumptions in determining the fair values of identifiable assets acquired, liabilities assumed and non-controlling interest, especially with respect to intangible asset. These estimates are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset and are reviewed by consulting with third-party valuation appraisers. The purchase price allocation for business acquisitions contains uncertainties because it requires management’s judgment. The fair value of the intangible asset is estimated using the income approach using the multi-period excess earnings method. Management applies significant judgement related to this fair value method, which included the selection of an expected EBITDA margin assumption for the forecast period, and discount rate assumptions. These significant assumptions are based on company specific information and projections, which are not observable in the market (except for the discount rate assumption) and, therefore, are considered Level 2 and Level 3 measurements. These significant assumptions are forward-looking and could be affected by future changes in economic and market conditions. The accounting for business combinations is a critical accounting estimate because it requires estimates and judgement in assessing the future cash flows of the acquired business, the fair value of non-controlling interest, and the allocation of the future cash flows to identifiable intangible assets, in determining the fair value for assets and liabilities. Revenue Recognition The Company recognizes revenues under ASC Topic 606, “Revenue from Contracts with customers”. To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract(s) 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. Revenue amount represents the invoiced value, net of value-added taxes and applicable local government levies. The Company currently generates its revenues from the following main sources: Revenues from On-Premise Software Licenses for on-premise software provide the customer with a right to use the software as it exists when made available to the customer. The Company provides on-premise software in the form of both perpetual licenses and term-based licenses which grant the customers with the right for a specified term. Revenues from on-premise licenses are recognized upfront at the point in time when the software is made available to the customer. Licenses for on-premise software are typically sold to the customer with maintenance and support services in a bundle. Revenues under the bundled arrangements are allocated based on the relative standalone selling prices (“SSP”) of on-premise software and maintenance and support service. The SSP for maintenance and support services is estimated based upon observable transactions when those services are sold on a standalone basis. The SSP of on-premise software is typically estimated using the residual approach as the Company is unable to establish the SSP for on-premise licenses based on observable prices given the same products are sold for a broad range of amounts (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence. 13 Revenues from Maintenance and Support Services Maintenance and support services provided with software licenses consist of trouble shooting, technical support and the right to receive unspecified software updates when and if available during the subscription. Revenues from maintenance and support services are recognized over time as such services are performed. Revenues for consumption-based services are generally recognized as the services are performed and accepted by the customers. Revenues from Software as a Service (“SaaS”) The Company’s software is available for use as hosted application arrangements under subscription fee agreements without licensing the rights of the software to the customers. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company’s solution is made available to the customer. The subscription contracts are generally one year or less in length. Revenues from Software Development and Other Miscellaneous Services The Company provides customers with software development and support services pursuant to their specific requirements, which primarily compose of consulting, integration, training, custom application, and workflow development. The Company also provides other miscellaneous services, such as 3D Space photography. The Company generally recognizes revenue at a point in time when control is transferred to the customers and the Company is entitled to the payment, which is when the promised services are delivered and accepted by the customers. Revenues from Customized Software Development and Services The Company’s customized software development and services revenues primarily include revenues from providing software development solutions and other support services to its customers. The contract pricing is at stated billing rates per hour. These contracts are generally short-term in nature and not longer than one year in duration. For services provided under the contract that result in the transfer of control over time, the underlying deliverable in the contracts is owned and controlled by the customer and does not create an asset with an alternative use to the Company. The Company recognizes revenue on rate per hour contracts based on the amount billable to the customer, as the Company has the right to invoice the customer in an amount that directly corresponds with the value to the customer of the Company’s performance to date. Revenues from Consulting Services The Company provides public listing related consulting services to customers pursuant to the specific requirements prescribed in the contracts, which primarily include communicating with intermediary parties, preparing required documents related to the initial public offering and supporting the listing process. The consulting service contracts are generally less than one year in length and normally include both cash and noncash consideration. Cash consideration is paid in installment payments and is recognized in revenue over the period of the contract by reference to progress toward complete satisfaction of that performance obligation. Noncash consideration is in the form of warrants of the customers and is measured at fair value at contract inception. Noncash consideration that is variable for reasons other than only the form of the consideration is included in the transaction price, but is subject to the constraint on variable consideration. The Company assesses the estimated amount of the variable noncash consideration at contract inception and subsequently, to determine when and to what extent it is probable that a significant reversal in the amount of cumulative revenues recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved. Only when the significant revenues reversal is concluded probable of not occurring can variable consideration be included in revenues. Based on evaluation of likelihood and magnitude of a reversal in applying the constraint, the variable noncash consideration is recognized in revenues until the underlying uncertainties have been resolved. The timing of revenue recognition may differ from the timing of invoicing to the customers. The Company has determined that its contracts do not include a significant financing component. The Company records a contract asset, which is included in accounts receivable on the consolidated balance sheets, when revenue is recognized prior to invoicing. The Company factors certain accounts receivable upon or after the performance obligation is being met. The Company records deferred revenue on the consolidated balance sheets when revenues are recognized subsequent to cash collection for an invoice. Deferred revenue is reported net of related uncollected deferred revenue in the consolidated balance sheets. The amount of revenues recognized during the six months ended June 30, 2023 and 2022 that were included in the opening deferred revenues balance was approximately $1.3 million and $1.1 million, respectively. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 4. CONTROLS AND PROCEDURES The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2023. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2023, the Company’s disclosure controls and procedures were not effective, for the same reason as previously disclosed under Item 9A. “Controls and Procedures” in our Annual Report on Form 10-K for our fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 31, 2023. Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 14 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS From time to time, we are involved in various claims and legal actions arising in the ordinary course of business. To the knowledge of our management, there are no legal proceedings currently pending against us which we believe would have a material effect on our business, financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened. ITEM 1A. RISK FACTORS As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as updated from time to time. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES There have been no defaults in any material payments during the covered period. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION (a) None. (b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K. 15 ITEM 6. EXHIBITS Exhibit Number Description of Document 10.1 Consulting and Services Agreement, dated as of April 4, 2023, by and between the registrant and rYojbaba Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on April 12, 2023). 10.2 Common Stock Purchase Warrant, dated April 4, 2023, issued by rYojbaba Inc. to the registrant. (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on April 12, 2023). 10.3 Note Purchase Agreement, dated as of May 2, 2023, by and between the registrant and ZEROSPO (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 8, 2023). 10.4 Promissory Note, dated as of May 2, 2023, issued by ZEROSPO in favor of the registrant (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 8, 2023). 10.5 Common Stock Sales Agreement, dated as of May 29, 2023, by and between the registrant and Sutter Securities, Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 31, 2023) 10.6 Director Agreement, dated as of June 1, 2023, by and between the registrant and Heather Marie Neville (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 5, 2023) 31.1* Rule 13a-14(a) Certification of Principal Executive Officer. 31.2* Rule 13a-14(a) Certification of Principal Financial Officer. 32.1** Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Principal Executive Officer and Principal Financial Officer. 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith. 16 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereto duly authorized. HEARTCORE ENTERPRISES, INC. Dated: August 14, 2023 By: /s/ Sumitaka Yamamoto Sumitaka Yamamoto Chief Executive Officer and President (principal executive officer) Dated: August 14, 2023 By: /s/ Qizhi Gao Qizhi Gao Chief Financial Officer (principal financial officer and principal accounting officer) 17