What changed in this filing

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Item 1. Financial Statements

2024-11-14 compared with 2024-08-14 · 341 added, 346 removed, 772 unchanged (47% of the section changed)

2 unchanged sentences

BALANCE SHEETS

September 30,

Current assets:

26 unchanged sentences

Accounts payable and accrued expenses

Accounts payable and accrued expenses – related party

Accounts payable and accrued expenses

related party

Accrued payroll and other employee costs

19 unchanged sentences

Shareholders’ equity:

Preferred shares ($ 0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding as of June 30, 2024 and December 31, 2023)

Preferred shares ($ 0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding as of September 30, 2024 and December 31, 2023)

Common shares ($ 0.0001 par value, 200,000,000 shares authorized;

20,864,144 and 20,842,690 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively)

20,864,144 and 20,842,690 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)

Additional paid-in capital

11 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

the Three Months

Ended June 30,

the Six Months

Ended June 30,

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Cost of revenues

6 unchanged sentences

( 1,787,745 )

( 1,467,122 )

( 2,190,159 )

Other income (expenses):

1 unchanged sentence

Changes in fair value of investment in warrants

Loss on sale of warrants

( 3,970,628 )

Interest income

3 unchanged sentences

( 1,057,826 )

Income (loss) before income tax provision

( 2,709,117 )

Income (loss) before income tax provision

( 2,521,720 )

( 1,697,083 )

Income tax expense (benefit)

Income tax expense

Net income (loss)

1 unchanged sentence

( 1,755,942 )

( 3,689,120 )

net loss attributable to non-controlling interests

2 unchanged sentences

$ ( 1,336,731 )

$ ( 3,284,450 )

Other comprehensive income (loss):

7 unchanged sentences

$ ( 1,418,834 )

$ ( 3,290,474 )

Net income (loss) per common share attributable to HeartCore Enterprises, Inc.

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

Comprehensive Income

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Comprehensive

Shareholders’

2 unchanged sentences

Common Shares

Accumulated Other

Total HeartCore Enterprises, Inc.

Comprehensive Income

Comprehensive

Shareholders’

14 unchanged sentences

( 2,211,118 )

Distribution of dividends

Foreign currency translation adjustment

Distribution of dividends

Stock-based compensation

1 unchanged sentence

( 18,047,919 )

HeartCore Enterprises, Inc.

Net income (loss)

Foreign currency translation adjustment

Distribution of dividends

Stock-based compensation

Balance, September 30, 2024

$ ( 6,990,113 )

Common Shares

Comprehensive

4 unchanged sentences

$ ( 10,573,579 )

Foreign currency

translation adjustment

of common shares for acquisition of subsidiary

Non-controlling

interest arising from acquisition of subsidiary

March 31, 2023

Net income (loss)

Foreign currency translation adjustment

Issuance of common shares for acquisition of subsidiary

Non-controlling interest arising from acquisition of subsidiary

Stock-based compensation

Balance, March 31, 2023

( 8,691,290 )

( 1,022,846 )

Foreign currency translation adjustment

Stock-based compensation

Balance, June 30, 2023

( 9,603,090 )

income (loss)

( 9,603,090 )

Foreign currency

translation adjustment

June 30, 2023

( 2,307,220 )

( 2,541,133 )

Net income (loss)

( 2,307,220 )

( 2,541,133 )

Foreign currency translation adjustment

Stock-based compensation

Balance, September 30, 2023

$ ( 11,910,310 )

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months

For the Nine Months

Ended September 30,

Cash flows from operating activities:

3 unchanged sentences

Depreciation and amortization expenses

Loss (gain) on disposal of property and equipment

Amortization of debt issuance costs

Non-cash lease expense

Gain on termination of lease

Loss (gain) on termination of lease

Deferred income taxes

Stock-based compensation

Marketable securities received as noncash consideration

Warrants received as noncash consideration

( 12,969,683 )

( 4,009,335 )

Changes in fair value of investments in marketable securities

Changes in fair value of investment in warrants

Loss on disposal of property and equipment

( 1,631,700 )

Loss on sale of warrants

Changes in assets and liabilities:

2 unchanged sentences

Accounts payable and accrued expenses

Accounts payable and accrued expenses – related party

Accounts payable and accrued expenses

related party

Accrued payroll and other employee costs

9 unchanged sentences

Purchases of property and equipment

Prepayment for property and equipment

Proceeds from disposal of property and equipment

Advance on note receivable

7 unchanged sentences

Payments for finance leases

Proceeds from short-term debt

Proceeds from short-term and long-term debts

Repayment of short-term and long-term debts

6 unchanged sentences

Net cash flows used in financing activities

( 1,529,441 )

Effect of exchange rate changes

7 unchanged sentences

Non-cash investing and financing transactions:

Finance lease right-of-use assets obtained in exchange for finance lease liabilities

Operating lease right-of-use assets obtained in exchange for operating lease liabilities

Insurance premium financing

Remeasurement of operating lease liabilities and right-of-use assets due to lease modification

Liabilities assumed in connection with purchase of property and equipment

Insurance premium financing

Common shares issued for acquisition of subsidiary

14 unchanged sentences

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.

As a result, HeartCore Japan became a wholly-owned

operating subsidiary of the Company.

share exchange on July 16, 2021 has been accounted for as a recapitalization between entities under common control since the same controlling

34 unchanged sentences

common control since the same controlling shareholders controlled the two entities before and after the transaction.

In April 2024, HeartCore Financial incorporated a branch office, HeartCore Financial, Inc.

– Japan Branch Office

(“HeartCore Financial – Japan”), in Japan.

HeartCore Financial – Japan is engaged in the business of providing

financial consulting services.

USA, HeartCore Japan, Sigmaways, Sigmaways B.V., Sigmaways Technologies, HeartCore Financial, HeartCore Capital Advisors, HeartCore Luvina and HeartCore

Financial – Japan are hereafter referred to as the Company.

April 2024, HeartCore Financial incorporated a branch office, HeartCore Financial, Inc.

– Japan Branch Office (“HeartCore

Financial – Japan”), in Japan.

HeartCore Financial – Japan is engaged in the business of providing financial consulting

USA, HeartCore Japan, Sigmaways, Sigmaways B.V., Sigmaways Technologies, HeartCore Financial, HeartCore Capital Advisors, HeartCore Luvina

and HeartCore Financial – Japan are hereafter referred to as the Company.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

15 unchanged sentences

be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2023.

Correction of Error in Previously Issued Financial

During the review of the Company’s consolidated

financial statements for the six months ended June 30, 2024, the Company identified an error in the consolidated statement of cash flows

in the consolidated financial statements for the three months ended March 31, 2024 due to a misclassification between operating and investing

activities for the net proceeds received from sale of warrants, and corrected such error through a cumulative out-of-period adjustment

in the consolidated statement of cash flows for the six months ended June 30, 3024.

The change in prepaid expenses and change in other

liabilities in the operating cash flows for the three months ended March 31, 2024 should have been $ 102,028 and $ 60,658 , respectively,

but was stated as $ ( 3,257,972 ) and $ 5,060,658 , respectively, resulting in net cash flows provided by operating activities overstated by

$ 1,640,000 .

Concurrently, the Company failed to include net proceeds from sale of warrants included in the investing activities of $ 1,640,000 ,

resulting in net cash flows provided by investing activities understated by $ 1,640,000 in the consolidated statement of cash flows for

the three months ended March 31, 2024.

The error had no impact on the consolidated balance sheet, statement of operations and comprehensive income (loss) and statement of changes

in shareholders’ equity.

In accordance with the SEC’s Staff Accounting Bulletin Nos.

99 and 108 (SAB 99 and SAB 108), the Company evaluated

this error and, based on analysis of quantitative and qualitative factors, determined that the error is not material to the previously

issued financial statements and the cumulative out-of-period adjustment for the correction of this error is not material to the financial

statements for the six months ended June 30, 2024.

Therefore, as permitted by SAB108, the Company corrected such error in the current

filing through a cumulative out-of-period adjustment in the consolidated statement of cash flows for the six months ended June 30, 3024.

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

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SCHEDULE OF CHANGES IN ASSET RETIREMENT OBLIGATIONS

September 30,

Beginning balance

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feasibility have not been significant and all software development costs have been expensed as incurred.

the six months ended June 30, 2024 and 2023, software development costs expensed as incurred amounted to $ 200,402 and $ 119,232 , respectively.

the nine months ended September 30, 2024 and 2023, software development costs expensed as incurred amounted to $ 307,931 and $ 289,303 ,

respectively.

These software development costs were included in the research and development expenses.

7 unchanged sentences

The marketable

securities 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).

securities were obtained through stocks of its customers as noncash consideration from consulting services and 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).

in Equity Securities

1 unchanged sentence

net asset value.

Investment in equity securities is accounted for using a measurement alternative, under which this investment is

measured at cost, adjusted for observable price changes and impairments, with changes recognized in other income (expenses).

Investment in equity securities is classified as long-term if the Company anticipates to dispose of the investment over one year

after the date of receipt based on information available as of the date the unaudited consolidated financial statements are issued.

The Company did not recognize any impairment loss on investment in equity securities for the six months ended June 30,

Investment in SAFE

Investment in SAFE represents investment in a

privately held entity that does not have a readily determinable fair value or report net asset value through

a simple agreement for future equity (“SAFE”).

Investment in equity securities is accounted for using a measurement alternative, under which this investment is measured

at cost, adjusted for observable price changes and impairments, with changes recognized in other income (expenses).

Investment in equity

securities is classified as long-term if the Company anticipates to dispose of the investment over one year after the date of receipt

based on information available as of the date the unaudited consolidated financial statements are issued.

The Company did not recognize

any impairment loss on investment in equity securities for the nine months ended September 30, 2024.

in SAFE represents investment in a privately held entity that does not have a readily determinable fair value or report net asset value

through a simple agreement for future equity (“SAFE”).

Investment in SAFE is accounted for using a measurement alternative,

under which this investment is measured at cost, adjusted for observable price changes and impairments, with changes recognized in

other income (expenses).

Investment in SAFE is classified as long-term if the Company anticipates the equity financing or

dissolution or liquidity event prescribed in the SAFE to take place over one year after the date of receipt based on information

available as of the date the unaudited consolidated financial statements are issued.

The Company did not recognize any impairment

loss on investment in SAFE for the six months ended June 30, 2024.

under which this investment is measured at cost, adjusted for observable price changes and impairments, with changes recognized in other

income (expenses).

Investment in SAFE is classified as long-term if the Company anticipates the equity financing or dissolution or liquidity

event prescribed in the SAFE to take place over one year after the date of receipt based on information available as of the date the

unaudited consolidated financial statements are issued.

The Company did not recognize any impairment loss on investment in SAFE for the

nine months ended September 30, 2024.

asset represents the customer relationship acquired from business acquisition of Sigmaways and its subsidiaries.

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to be impaired and written down to its fair value.

There were no impairments of these assets during the six months ended June 30, 2024

There were no impairments of these assets during the nine months ended September 30,

2024 and 2023.

represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination.

3 unchanged sentences

Currency Translation

functional currency of HeartCore Japan, HeartCore Capital Advisors and HeartCore Financial – Japan is the Japanese Yen

The functional currency of HeartCore USA, HeartCore Financial and Sigmaways is the United States Dollar

The functional currency of Sigmaways B.V.

functional currency of HeartCore Japan, HeartCore Capital Advisors and HeartCore Financial – Japan 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”).

The functional currency of HeartCore Luvina is the Vietnam Dong

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

The resulting exchange differences are recorded in the unaudited consolidated statements of operations and

comprehensive income (loss).

reporting currency of the Company is the US$, and the accompanying unaudited consolidated financial statements have been expressed

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

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 within the unaudited consolidated

statements of changes in shareholders’ equity.

The functional currency of Sigmaways Technologies is the Canada Dollar (“CAD”).

The functional currency of HeartCore Luvina is the Vietnam Dong (“VND”).

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 and comprehensive income (loss).

reporting currency of the Company is the US$, and the accompanying unaudited consolidated financial statements have been expressed in

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 within the unaudited consolidated statements of changes

in shareholders’ equity.

Company recognizes revenues under ASC Topic 606, “Revenue from Contracts with Customers”.

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and allowances, which is inherently uncertain, may differ from the Company’s estimates.

If the Company determines that actual or expected

returns or allowances are significantly higher or lower than the reserves it established, it would record a reduction or increase, as

appropriate, to revenues in the period in which it makes such a determination.

If the Company determines that actual or

expected returns or allowances are significantly higher or lower than the reserves it established, it would record a reduction or increase,

as appropriate, to revenues in the period in which it makes such a determination.

Reserves for customer refunds are included within other

current liabilities or other non-current liabilities on the consolidated balance sheets.

At a minimum, the Company reviews and refines

these estimates on a quarterly basis.

current liabilities on the consolidated balance sheets.

At a minimum, the Company reviews and refines these estimates on a quarterly

timing of revenue recognition may differ from the timing of invoicing to the customers.

1 unchanged sentence

do not include a significant financing component.

The Company records a contract asset, which is included in accounts receivable, current or non-current, in the

consolidated balance sheets, when revenues are recognized prior to invoicing.

The Company factors certain accounts receivable upon or

after the performance obligation is being met.

The Company records deferred revenue in 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, 2024 and 2023 that were included

in the opening deferred revenue balance was approximately $ 1.5 million and $ 1.3 million, respectively.

The Company records a contract asset, which is included in accounts receivable, current

or non-current, in the consolidated balance sheets, when revenues are recognized prior to invoicing.

The Company factors certain accounts

receivable upon or after the performance obligation is being met.

The Company records deferred revenue in 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 nine months ended September 30, 2024 and 2023

that were included in the opening deferred revenue balance was approximately $ 1.8 million and $ 1.5 million, respectively.

Disaggregation

2 unchanged sentences

The Company’s disaggregation of revenues

by revenue stream for the three and six months ended June 30, 2024 and 2023 is as following:

by revenue stream for the three and nine months ended September 30, 2024 and 2023 is as following:

SCHEDULE OF DISAGGREGATION OF REVENUES

the Three Months

Ended June 30,

the Six Months

Ended June 30,

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Revenues from on-premise software

6 unchanged sentences

Company’s disaggregation of revenues by product/service is as following:

the Three Months

Ended June 30,

the Six Months

Ended June 30,

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Revenues from customer experience management platform

6 unchanged sentences

Total revenues

of June 30, 2024 and 2023, and for the periods then ended, the majority of the long-lived assets (excluding intangible asset) and revenues generated were attributed to the Company’s operation in Japan.

of September 30, 2024 and 2023, and for the periods then ended, the majority of the long-lived assets (excluding intangible asset) and

revenues generated were attributed to the Company’s operation in Japan.

Concentration

4 unchanged sentences

of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.

For the six months ended June 30, 2024, customer A represents 13.7 % of

the Company’s total revenues.

For the six months ended June 30, 2023, customer B, C and D represent 18.2 %, 12.8 % and 11.8 %, respectively,

of the Company’s total revenues.

For the six months ended June 30, 2024, no vendor accounts for more than

10% of the Company’s total purchases.

For the six months ended June 30, 2023, vendor A and B represent 60.9 % and 22.7 %, respectively,

of the Company’s total purchases.

the nine months ended September 30, 2024, customer A represents 49.3 % of the Company’s total revenues.

For the nine months ended

September 30, 2023, customer B and C represent 14.2 % and 13.6 %, respectively, of the Company’s total revenues.

the nine months ended September 30, 2024, no vendor accounts for more than 10% of the Company’s total purchases.

For the nine months

ended September 30, 2023, vendor A, B, C and D represent 26.4 %, 26.2 %, 22.1 % and 15.9 %, respectively, of the Company’s total purchases.

Company accounts for stock-based compensation awards in accordance with ASC Topic 718, “Compensation – Stock Compensation”.

15 unchanged sentences

is subsequently carried at fair value with changes in fair value reflected in earnings.

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).

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).

value is determined based upon the guidance of ASC Topic 820, “Fair Value Measurements and Disclosures”, and generally are

16 unchanged sentences

or liabilities.

of June 30, 2024 and December 31, 2023, 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.

measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 are summarized below (also see NOTE 6):

OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Value Measurements as of June 30, 2024

Prices in Active Markets for Identical

in marketable securities

investment in warrants

Value Measurements as of December 31, 2023

Prices in Active Markets for Identical

in marketable securities

investment in warrants

of September 30, 2024 and December 31, 2023, 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.

measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 are summarized below (also see NOTE 6):

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Fair Value Measurements as of September 30, 2024

Quoted Prices in Active Markets for Identical

Assets (Level 1)

Significant Other

Fair Value at

September 30,

Investments in marketable securities

Long-term investment in warrants

Fair Value Measurements as of December 31, 2023

Quoted Prices in Active Markets for Identical

Assets (Level 1)

Significant Other

Fair Value at

Investments in marketable securities

Long-term investment in warrants

Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting

Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments,

primarily through enhanced disclosures about significant segment expenses.

2023-09 is effective for public companies for annual

reporting periods beginning after December 15, 2023, on a retrospective basis.

November 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through

enhanced disclosures about significant segment expenses.

2023-07 is effective for public companies for annual reporting periods

beginning after December 15, 2023, on a retrospective basis.

Early adoption is permitted.

The Company is currently evaluating

the impact of this ASU on its unaudited consolidated financial statements and related disclosures.

The Company is currently evaluating the impact

of this ASU on its unaudited consolidated financial statements and related disclosures.

December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvement to

Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate

reconciliation and income taxes paid information.

2023-09 is effective for public companies for annual reporting periods beginning

after December 15, 2024, on a prospective basis.

For all other entities, it is effective for annual reporting periods beginning after

December 15, 2025, on a prospective basis.

Early adoption is permitted.

The Company is currently evaluating the impact of this ASU on

its unaudited consolidated financial statements and related disclosures.

Improvement to Income Tax Disclosures, to enhance the transparency

and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information.

2023-09 is effective for public companies for annual reporting periods beginning after December 15, 2024, on a prospective basis.

For all other entities, it is effective for annual reporting periods beginning after December 15, 2025, on a prospective basis.

adoption is permitted.

The Company is currently evaluating the impact of this ASU on its unaudited consolidated financial statements

and related disclosures.

3 – ACCOUNTS RECEIVABLE

1 unchanged sentence

SCHEDULE OF ACCOUNTS RECEIVABLE NET

September 30,

Accounts receivable – non-factored

10 unchanged sentences

SCHEDULE OF PREPAID EXPENSES

September 30,

Prepayments to software and consulting services vendors

2 unchanged sentences

Prepaid insurance premium

Referral fee paid in advance

5 – RELATED PARTY TRANSACTIONS

of June 30, 2024 and December 31, 2023, the Company has a due to related party balance of $ 140 and $ 1,476 , respectively, from Sumitaka

Yamamoto, the Chief Executive Officer (“CEO”) and major shareholder of the Company.

of September 30, 2024 and December 31, 2023, the Company has a due to related party balance of $ 1,438 and $ 1,476 , 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, 2024, the Company repaid to the related party for operating expenses

During the nine months ended September 30, 2024, the Company repaid to the related party for operating expenses

the related party paid on behalf of the Company in a net amount of $ 7 .

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 .

of June 30, 2024 and December 31, 2023, the Company has a loan receivable balance of $ 185,769 and $ 227,704 , respectively, from Heartcore

During the nine months ended September 30, 2023, the related party

paid operating expenses on behalf of the Company and received the payments in a net amount of $ 7,562 .

of September 30, 2024 and December 31, 2023, the Company has a loan receivable balance of $ 190,206 and $ 227,704 , respectively, from Heartcore

Technology Inc., a company controlled by the CEO of the Company.

1 unchanged sentence

balance is unsecured, bears an annual interest of 1.475 %, and requires repayments in installments starting from February 2022.

the six months ended June 30, 2024 and 2023, the Company received repayments of $ 21,166 and $ 23,715 , respectively, from this related

During the six months ended June 30, 2024, the Company engaged Luvina Software Joint Stock Company, the non-controlling

interest shareholder of HeartCore Luvina, for software development and other support services in the amount of $ 31,590 .

As of June 30, 2024

and December 31, 2023, the Company has an accounts payable and accrued expenses balance of $ 21,579 and nil , respectively, to this

related party.

the nine months ended September 30, 2024 and 2023, the Company received repayments of $ 31,457 and $ 34,823 , respectively, from this related

the nine months ended September 30, 2024, the Company engaged Luvina Software Joint Stock Company, the non-controlling interest shareholder

of HeartCore Luvina, for software development and other support services in the amount of $ 150,516 .

As of September 30, 2024 and December

31, 2023, the Company has an accounts payable and accrued expenses balance of $ 28,772 and nil , respectively, to this related party.

6 – INVESTMENTS

Investment in SAFE

On April 17, 2024, the Company entered into a simple agreement for future equity (“ SAFE”) for $ 350,000 with Heart-Tech Health, Inc.

(“Heart-Tech”), a non-related company, in exchange for

the right to be issued certain shares of Heart-Tech’s preferred stock in connection with Heart-Tech’s future equity financing,

at a 15 % discount to the price per share of the preferred stock sold in the equity financing, subject to a pre-determined valuation cap.

Alternatively, upon a dissolution or liquidity

event such as a change in control or an initial public offering, the Company is entitled to receive a portion of $ 350,000 .

April 17, 2024, the Company entered into a simple agreement for future equity (“SAFE”) for $ 350,000 with Heart-Tech Health,

(“Heart-Tech”), a non-related company, in exchange for the right to be issued certain shares of Heart-Tech’s preferred

stock in connection with Heart-Tech’s future equity financing, at a 15 % discount to the price per share of the preferred stock

sold in the equity financing, subject to a pre-determined valuation cap.

Alternatively, upon a dissolution or liquidity event such as

a change in control or an initial public offering, the Company is entitled to receive a portion of $ 350,000 .

As of September 30, 2024,

the Company recorded the investment of $ 350,000 as an investment in SAFE on the consolidated balance sheet.

3 unchanged sentences

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.

On July 27, 2023, the Company entered into a note exchange agreement with the promissory

note issuer to convert all of the promissory note principal amount and accrued interest into 600,000 shares of common shares of the promissory

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.

On July 27, 2023, the Company entered into a note exchange agreement with the promissory note issuer to convert

all of the promissory note principal amount and accrued interest into 600,000 shares of common shares of the promissory note issuer.

Company received warrants from its customers as noncash consideration from consulting services.

6 unchanged sentences

interest rate for the term of the warrants exercise.

following table summarizes the Company’s investment in warrants activities for the six months ended June 30, 2024 and 2023:

following table summarizes the Company’s investment in warrants activities for the nine months ended September 30, 2024 and 2023:

SCHEDULE OF INVESTMENT IN WARRANTS ACTIVITY

For the Six Months Ended

For the Nine Months Ended

September 30,

Fair value of investment in warrants at beginning of the period

1 unchanged sentence

Changes in fair value of investment in warrants

( 1,237,707 )

Warrants converted to marketable securities

( 6,443,276 )

( 1,257,868 )

Warrants sold *

( 9,610,628 )

Fair value of investment in warrants at end of the period

February 29, 2024, the Company entered into a warrants transfer agreement with a non-related company to sell partial of the warrants

it received from a customer (“Consulting Customer”) as noncash consideration from consulting services for $ 9,000,000

The warrants to be transferred are exercisable only upon its Consulting Customer’s consummation of the Merger with a

special purpose acquisition company or the occurrence of other fundamental events defined in the warrant agreement it had with the

Consulting Customer.

The Company completed its sale of warrants in September 2024 and recorded $ 3,970,628

in loss on sale of warrants from this transaction.

in Marketable Securities

Company’s investments in marketable securities represent stocks received upon the exercise of warrants described above.

registered for public sale with readily determinable fair values, and are measured at quoted prices on a recurring basis at the end of

The following table summarizes the Company’s investments in marketable securities activities for the six months ended

June 30, 2024 and 2023:

Company’s investments in marketable securities represent stocks received from its customers as noncash consideration from consulting

services and stocks received upon the exercise of warrants described above.

They are registered for public sale with readily determinable

fair values, and are measured at quoted prices on a recurring basis at the end of the period.

The following table summarizes the Company’s

investments in marketable securities activities for the nine months ended September 30, 2024 and 2023:

SCHEDULE OF INVESTMENTS IN MARKETABLE SECURITIES

For the Six Months Ended

For the Nine Months Ended

September 30,

Fair value of investments in marketable securities at beginning of the period

Marketable securities received as noncash consideration

Warrants converted to marketable securities

10 unchanged sentences

interest rate would be 10 % per annum for any amount that is unpaid when due.

As of the date of this report, the Company did not receive

the first annual payment from the promissory note issuer.

8 – PROPERTY AND EQUIPMENT, NET

1 unchanged sentence

SCHEDULE OF PROPERTY AND EQUIPMENT NET

Leasehold improvements

Machinery and equipment

and equipment

accumulated depreciation

Property and equipment, net

expenses are $ 56,196 and $ 40,472 for the six months ended June 30, 2024 and 2023, respectively.

and equipment, net

expenses are $ 83,534 and $ 70,200 for the nine months ended September 30, 2024 and 2023, respectively.

9 – INTANGIBLE ASSET, NET

1 unchanged sentence

SCHEDULE OF INTANGIBLE ASSETS

September 30,

Customer relationship

accumulated amortization

( 1,062,500 )

Intangible asset, net

expenses are $ 318,750 and $ 265,625 for the six months ended June 30, 2024 and 2023, respectively.

of June 30, 2024, the future estimated amortization cost for intangible asset is as follows:

expenses are $ 478,125 and $ 425,000 for the nine months ended September 30, 2024 and 2023, respectively.

of September 30, 2024, the future estimated amortization cost for intangible asset is as follows:

SCHEDULE OF AMORTIZATION INTANGIBLE ASSET

3 unchanged sentences

as operating leases.

It has also entered into a lease for office equipment, and two leases for vehicles, one of which was terminated

in September 2023, and these leases were classified as finance leases.

Right-of-use assets of these finance leases in the amount of $ 69,106

and $ 85,613 are included in property and equipment, net as of June 30, 2024 and December 31, 2023, respectively.

The Company has also entered into a lease for office equipment and it was terminated in March 2024, and two leases

for vehicles, one of which was terminated in September 2023, and these leases were classified as finance leases.

Right-of-use assets

of these finance leases in the amount of $ 70,432 and $ 85,613 are included in property and equipment, net as of September 30, 2024 and

December 31, 2023, respectively.

lease expenses for lease payments are recognized on a straight-line basis over the lease term.

2 unchanged sentences

following an effective interest rate method.

Leases with initial term of twelve months or less are not recorded in the consolidated

balance sheets.

Leases with initial term of twelve months or less are not recorded in the consolidated balance

components of lease costs are as follows:

SCHEDULE OF LEASE COSTS

For the Six Months Ended

For the Nine Months Ended

September 30,

Finance lease costs

6 unchanged sentences

OF SUPPLEMENTAL INFORMATION RELATED TO COMPANY’S LEASES

For the Six Months Ended

For the Nine Months Ended

September 30,

Cash paid for amounts included in the measurement of lease liabilities:

2 unchanged sentences

Financing cash flows from finance leases

Finance lease right-of-use assets obtained in exchange for finance lease liabilities

Operating lease right-of-use assets obtained in exchange for operating lease liabilities

Remeasurement of operating lease liabilities and right-of-use assets due to lease modification

Weighted average remaining lease term (years)

4 unchanged sentences

Operating leases

of June 30, 2024, the future maturity of lease liabilities is as follows:

of September 30, 2024, the future maturity of lease liabilities is as follows:

SCHEDULE OF FINANCE LEASE AND OPERATING LEASE FUTURE MATURITY OF LEASE LIABILITIES

10 unchanged sentences

The security deposits amount to $ 336,117 and $ 348,428

as of June 30, 2024 and December 31, 2023, respectively.

11 – OTHER LIABILITIES

as of September 30, 2024 and December 31, 2023, respectively.

11 – OTHER CURRENT LIABILITIES

current liabilities consist of the following:

OF OTHER CURRENT LIABILITIES

September 30,

Accrued consumption taxes

Advance received for warrants sale *

Total other current liabilities

February 29, 2024, the Company entered into a warrants transfer agreement with a non-related company to sell partial of the warrants

it received from a customer (“Consulting Customer”) as noncash consideration from consulting services for $ 9,000,000

The Company received

during the six months ended

June 30, 2024 and recorded it in other current liabilities as the warrants to be transferred are exercisable upon its Consulting Customer’s

consummation of the Merger with a special purpose acquisition company or the occurrence of other fundamental events defined in the warrant

agreement it had with the Consulting Customer.

Other non-current liabilities consist of the following:

OF OTHER NON-CURRENT LIABILITIES

Asset retirement obligations

Customer refund liability *

Total other non-current liabilities

On June 28, 2024, the Company entered into a

settlement agreement with a customer, pursuant to which the consulting service agreement with the customer was terminated and the

Company will refund $ 500,000

to the customer in August 2025.

Total other current liabilities

June 28, 2024, the Company entered into a settlement agreement with a customer, pursuant to which the consulting service agreement

with the customer was terminated and the Company will refund $ 500,000 to the customer in August 2025.

12 – FACTORING LIABILITY

the subsidiary acquired by the Company in February 2023, entered into a Factoring and Security Agreement (the “Factoring Agreement”)

the subsidiary acquired by the Company in February 2023, entered into a factoring and security agreement (“Factoring Agreement”)

with The Southern Bank Company, an unrelated factor (the “Factor”), in 2017, for the purpose of factoring certain accounts

13 unchanged sentences

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 Company may terminate the Factoring Agreement with sixty days’

written notice to the Factor and is subject to certain early termination fee.

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.

of June 30, 2024 and December 31, 2023, there was $ 320,759 and $ 562,767 borrowed and outstanding under the Factoring Agreement, respectively.

of September 30, 2024 and December 31, 2023, there was $ 305,472 and $ 562,767 borrowed and outstanding under the Factoring Agreement,

respectively.

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, 2024 and 2023, the Company recorded $ 30,786 and $ 41,611 in interest

expenses related to the Factoring Agreement, respectively.

During the nine months ended September 30, 2024 and 2023, the Company recorded $ 38,706 and $ 54,790 in interest expenses related to the

Factoring Agreement, respectively.

13 – INSURANCE PREMIUM FINANCING

3 unchanged sentences

interest rate of 16.04 % for ten months from February 1, 2023, payable in ten monthly installments of principal and interest.

As of June 30, 2024 and December 31, 2023, the balances of the insurance

premium financing were $ 112,488 and nil , respectively.

During the six months ended June 30, 2024 and 2023, the Company recorded $ 7,044

and $ 18,033 , respectively, in interest expenses related to the insurance premium financing.

of September 30, 2024 and December 31, 2023, the balances of the insurance premium financing were $ 65,392 and nil , respectively.

the nine months ended September 30, 2024 and 2023, the Company recorded $ 10,380 and $ 25,988 , respectively, in interest expenses related

to the insurance premium financing.

Company’s short-term debt represents a loan borrowed from a financial institution as follows:

3 unchanged sentences

Balance as of

September 30, 2024

Balance as of

6 unchanged sentences

Banks/Financial

Original Amount

Balance as of

Corporate bond issued through Resona Bank, Limited

September 30, 2024

bond issued through Resona Bank, Limited

JPY 100,000,000 (b)(d)

1/10/2019 – 1/10/2024

Loans with banks and financial institutions

Resona Bank, Limited

JPY 50,000,000 (b)(c)

12/29/2017 – 12/29/2024

Resona Bank, Limited

JPY 10,000,000 (b)(c)

9/30/2020 – 9/30/2027

Resona Bank, Limited

with banks and financial institutions

Bank, Limited

JPY 50,000,000

Bank, Limited

JPY 10,000,000

Bank, Limited

JPY 40,000,000 (b)(c)

9/30/2020 – 9/30/2027

Resona Bank, Limited

Bank, Limited

JPY 20,000,000 (b)(c)

11/13/2020 – 10/31/2027

Sumitomo Mitsui Banking Corporation

JPY 100,000,000 (b)

12/28/2018 – 7/1/2024

Sumitomo Mitsui Banking Corporation

Mitsui Banking Corporation

JPY 100,000,000

Mitsui Banking Corporation

JPY 10,000,000 (b)(c)

12/30/2019 – 12/30/2026

Sumitomo Mitsui Banking Corporation

Mitsui Banking Corporation

JPY 10,000,000 (b)(c)

10/4/2023 – 9/30/2028

Sumitomo Mitsui Banking Corporation

Mitsui Banking Corporation

JPY 10,000,000 (b)(c)

10/4/2023 – 9/30/2028

The Shoko Chukin Bank, Ltd.

Shoko Chukin Bank, Ltd.

JPY 50,000,000

7/27/2020 – 6/30/2027

The Shoko Chukin Bank, Ltd.

Shoko Chukin Bank, Ltd.

JPY 30,000,000

7/25/2023 – 6/30/2028

Interbank Offered Rate +

Japan Finance Corporation

Finance Corporation

JPY 80,000,000

11/17/2020 – 11/30/2027

Higashi-Nippon Bank

Higashi-Nippon

JPY 30,000,000 (b)

3/31/2022 – 3/31/2025

Higashi-Nippon Bank

Higashi-Nippon

JPY 30,000,000 (b)(c)

10/11/2023 – 9/30/2028

First Home Bank

$ 350,000 (e)

4/18/2019 – 4/18/2029

Wall Street Journal U.S.

Prime Rate + 2.750 %

Street Journal U.S.

Small Business Administration

$ 350,000 (e)

5/30/2020 – 5/30/2050

Aggregate outstanding principal balances

outstanding principal balances

unamortized debt issuance costs

current portion

Non-current portion

debts are guaranteed by Sumitaka Yamamoto, the Company’s CEO and major shareholder.

2 unchanged sentences

debts are guaranteed by Prakash Sadasivam, CEO of Sigmaways and CSO of the Company, and secured by all assets of Sigmaways.

Interest expense for short-term debt and long-term debts was $ 2,929 and

$ 32,942 , respectively, for the six months ended June 30, 2024.

Interest expense for short-term debt and long-term debts was nil and $ 22,810 ,

respectively, for the six months ended June 30, 2023.

of June 30, 2024, future minimum principal payments for long-term debts are as follows:

expense for short-term debt and long-term debts was $ 3,245 and $ 52,763 , respectively, for the nine months ended September 30, 2024.

expense for short-term debt and long-term debts was nil and $ 44,295 , respectively, for the nine months ended September 30, 2023.

of September 30, 2024, future minimum principal payments for long-term debts are as follows:

SCHEDULE OF FUTURE MINIMUM LOAN PAYMENTS

16 unchanged sentences

Luvina is a company incorporated in Vietnam in November 2023.

It is subject to standard income tax rate at 20 % with respect to the

taxable income.

It is subject to standard income tax rate at 20 % with respect to the taxable

Company conducts its major businesses in Japan and is subject to tax in this jurisdiction.

3 unchanged sentences

are imposed by the national, prefectural and municipal governments, and in the aggregate result in an effective statutory tax rate of

approximately 34.59 % for the six months ended June 30, 2024 and 2023.

the six months ended June 30, 2024 and 2023, the Company’s income tax expense (benefit) are as follows:

approximately 34.59 % for the nine months ended September 30, 2024 and 2023.

the nine months ended September 30, 2024 and 2023, the Company’s income tax expense are as follows:

SCHEDULE OF INCOME TAX EXPENSES

For the Six Months Ended

Income tax expense (benefit)

$ ( 152,330 )

The effective tax rate was 3.97 % and 4.78 % for the six months ended June

30, 2024 and 2023, respectively.

For the Nine Months Ended

September 30,

Income tax expense

effective tax rate was 1.01 % and ( 3.47 )% for the nine months ended September 30, 2024 and 2023, respectively.

16 – STOCK-BASED COMPENSATION

August 6, 2021, the Board of Directors and shareholders 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.

under which 2,400,000 shares of common shares are authorized for issuance.

February 3, 2023, the Company awarded options to purchase 100,000 shares of common shares pursuant to the 2021 Plan at an exercise price

2 unchanged sentences

expiration date on February 3, 2033 .

On August 25, 2023, the Company awarded options to purchase 2,000 shares of common shares pursuant to the

2021 Plan at an exercise price of $ 1.10 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 25,

August 1, 2023, the Board of Directors of the Company approved a 2023 Equity Incentive Plan (the “2023 Plan”), under which

2,000,000 shares of common shares are authorized for issuance.

No shares were issued pursuant to the 2023 Plan as of June 30, 2024.

following table summarizes the stock options activity and related information for the six months ended June 30, 2024 and 2023:

No shares were issued pursuant to the 2023 Plan as of September 30, 2024.

following table summarizes the stock options activity and related information for the nine months ended September 30, 2024 and 2023:

SCHEDULE OF STOCK OPTION ACTIVITY

As of January 1, 2023

As of June 30, 2023

As of September 30, 2023

As of January 1, 2024

As of June 30, 2024

Vested and exercisable as of June 30, 2024

Company calculated the fair value of options granted in the six months ended June 30, 2023 using the Black-Scholes model.

As of September 30, 2024

Vested and exercisable as of September 30, 2024

Company calculated the fair value of options granted in the nine months ended September 30, 2023 using the Black-Scholes model.

assumptions used in the valuation include expected volatility, risk-free interest rate, dividend yield and expected exercise term.

the three and six months ended June 30, 2024, the Company recognized stock-based compensation related to options of $ 40,597 and $ 111,044 ,

the three and nine months ended September 30, 2024, the Company recognized stock-based compensation related to options of $ 73,457 and

$ 184,501 , respectively.

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.

The outstanding unamortized stock-based compensation related to options was $ 266,230 (which will

be recognized through December 2025) as of June 30, 2024.

For the three and nine months ended September 30, 2023, the Company recognized stock-based compensation related

to options of $ 144,306 and $ 479,122 , respectively.

The outstanding unamortized stock-based compensation related to options was $ 192,773

(which will be recognized through December 2025) as of September 30, 2024.

Stock Units (“RSUs”)

3 unchanged sentences

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, 2024 and 2023:

following table summarizes the RSUs activity for the nine months ended September 30, 2024 and 2023:

SCHEDULE OF RESTRICTED STOCK UNITS

Weighted Average

Grant Date Fair

Value Per Share

Unvested as of January 1, 2023

Unvested as of June 30, 2023

Unvested as of September 30, 2023

Unvested as of January 1, 2024

Unvested as of June 30, 2024

the three and six months ended June 30, 2024, the Company recognized stock-based compensation related to RSUs of $ 15,445 and $ 36,710 ,

Unvested as of September 30, 2024

the three and nine months ended September 30, 2024, the Company recognized stock-based compensation related to RSUs of $ 15,615 and $ 52,325 ,

respectively.

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.

The outstanding unamortized stock-based compensation related to RSUs was $ 64,400 (which will be recognized

through February 2026) as of June 30, 2024.

For the three and nine months ended September 30, 2023, the Company recognized stock-based compensation related to RSUs

of $ 29,000 and $ 788,577 , respectively.

The outstanding unamortized stock-based compensation related to RSUs was $ 48,785 (which will be

recognized through February 2026) as of September 30, 2024.

17 – SHAREHOLDERS’ EQUITY

4 unchanged sentences

of VND 1,646.4 million in cash, equivalent to $ 67,195 , from the non-controlling shareholder of the subsidiary.

On March 29, 2024, the Board of Directors

approved a dividend declaration of $ 0.02

per share of common share for the shareholders of record

March 29, 2024, the Board of Directors approved a dividend declaration of $ 0.02 per share of common share for the shareholders of record

at the close of business on April 26, 2024.

The dividends in the amount of $ 417,283 were paid on May 3, 2024.

of June 30, 2024 and December 31, 2023, there were 20,864,144 and 20,842,690 shares of common shares issued and outstanding, respectively.

preferred shares were issued and outstanding as of June 30, 2024 and December 31, 2023.

July 22, 2024, the Board of Directors approved a dividend declaration of $ 0.02 per share of common share for the shareholders of record

at the close of business on August 19, 2024.

The dividends in the amount of $ 417,283 were paid on August 26, 2024.

of September 30, 2024 and December 31, 2023, there were 20,864,144 and 20,842,690 shares of common shares issued and outstanding, respectively.

preferred shares were issued and outstanding as of September 30, 2024 and December 31, 2023.

18 – NET INCOME (LOSS) PER SHARE

6 unchanged sentences

the calculation of diluted income (loss) per share if their effect would be anti-dilutive.

computation of basic and diluted net income (loss) per share for the three and six months ended June 30, 2024 and 2023 is as follows:

computation of basic and diluted net income (loss) per share for the three and nine months ended September 30, 2024 and 2023 is as follows:

SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

the Three Months

Ended June 30,

the Six Months

Ended June 30,

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Net income (loss) per share – basic and diluted

3 unchanged sentences

$ ( 1,336,731 )

$ ( 3,284,450 )

Weighted average number of common shares outstanding used in calculating net income (loss) per share

Net income (loss) per share – basic and diluted

the three and six months ended June 30, 2024 and 2023, 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.

the three and nine months ended September 30, 2024 and 2023, 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.

19 – BUSINESS COMBINATION

29 unchanged sentences

The Company did not recognize any impairment

loss on goodwill for the six months ended June 30, 2024 and 2023.

NOTE 20 – SUBSEQUENT EVENT

On July 22, 2024, the Board of Directors

of the Company declared a cash dividend of $ 0.02 per share of the Company’s common shares to be paid on August 26, 2024 to

shareholders of record as of August 19, 2024.

loss on goodwill for the nine months ended September 30, 2024 and 2023.

20 – SUBSEQUENT EVENTS

October 1, 2024, the Company granted 69,653 RSUs pursuant to the 2023 Plan to four executives of the Company.

The RSUs were fully vested

upon issuance.

October 8, 2024, the Company entered into share transfer agreements with multiple third parties to sell 2,304 stocks obtained

through exercise of stock warrants of a consulting service customer for approximately $ 400,000 .

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

What changed 10-Q

Item 1. Financial Statements