−Removed: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
−Removed: audited financial statements for the years ended December 31, 2023, and 2022 are set forth on pages F-1 to F-13 immediately following
−Removed: the signature page to this annual report.
−Removed: See Item 15 for a list of the financial statements included herein.
−Removed: CONTROLS AND PROCEDURES
−Removed: Controls and Procedures
−Removed: maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information
−Removed: required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time
−Removed: periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, as appropriate,
−Removed: to allow timely decisions regarding required disclosure.
−Removed: management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual
−Removed: Based upon that evaluation, management has concluded that, as of the end of the period covered by this annual report, our disclosure
−Removed: controls and procedures were not effective.
−Removed: Report on Internal Control Over Financial Reporting
−Removed: management is responsible for establishing and maintaining adequate internal control over financial reporting.
−Removed: Our internal control system
−Removed: is a process designed to provide reasonable assurance to management and to the Board regarding the preparation and fair presentation
−Removed: of published financial statements.
−Removed: internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable
−Removed: detail, accurately and fairly reflect transactions and dispositions of assets;
−Removed: provide reasonable assurances that transactions are recorded
−Removed: as necessary to permit preparation of financial statements in accordance with U.S.
−Removed: generally accepted accounting principles and that
−Removed: receipts and expenditures are being made only in accordance with authorizations of management and our directors;
−Removed: and provide reasonable
−Removed: assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material
−Removed: effect on our financial statements.
−Removed: management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.
−Removed: In making this assessment,
−Removed: our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
−Removed: in Internal Control - Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria).
−Removed: assessment, management identified material weaknesses related to:
−Removed: (i) our internal audit functions;
−Removed: (ii) a lack of segregation of duties
−Removed: within accounting functions;
−Removed: and the lack of multiple levels of review of our accounting data.
−Removed: Based on this evaluation, our management
−Removed: concluded that as of December 31, 2023, we did not maintain effective internal control over financial reporting.
−Removed: of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Projections of any evaluation
−Removed: of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
−Removed: the degree of compliance with any policies and procedures may deteriorate.
−Removed: Due to our size and nature, segregation of all conflicting
−Removed: duties may not always be possible and may not be economically feasible.
−Removed: To the extent possible, we will implement procedures to assure
−Removed: that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals.
−Removed: With proper funding we plan on remediating the significant deficiencies identified above, and we will continue to monitor the effectiveness
−Removed: of these steps and make any changes that our management deems appropriate.
−Removed: material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board Auditing Standard No.
−Removed: combination of control deficiencies, that results in a reasonable possibility that a material misstatement of the annual or interim financial
−Removed: statements will not be prevented or detected on a timely basis.
−Removed: in Internal Control over Financial Reporting
−Removed: were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that
−Removed: has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: OTHER INFORMATION
−Removed: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
−Removed: and Executive Officers
−Removed: following table sets forth information regarding each of our current directors and executive officers:
−Removed: with the Company:
−Removed: Chief Executive
−Removed: Officer (Principal Executive Officer)
−Removed: Chief Operating Officer
−Removed: Chief Financial Officer and
−Removed: Secretary (Principal Financial and Accounting Officer)
−Removed: Director, Chairman of the
−Removed: Board, and Chair of Nominating Committee Chair
−Removed: Director and Chair of Audit
−Removed: Committee Chair
−Removed: Mahesh Thapaliya
−Removed: Director and Chair of Compensation
−Removed: Committee Chair
−Removed: of Directors and Executive Officers
−Removed: Weihong Liu, Chief Executive Officer
−Removed: Weihong Liu has more than 10 years of investment and research experience in the fields of crypto assets and blockchain technology.
−Removed: Liu has conducted in-depth analysis and strategic layout of potential investment opportunities in crypto assets.
−Removed: In addition, Mr.
−Removed: has innovative business plans in high-tech and rapidly growing artificial intelligence generated content businesses, and he has a deep
−Removed: understanding of compliance requirements, market insights, and product functionality.
−Removed: Liu has been equipped with abundant knowledge
−Removed: reserves and strong executive capability in the corporate culture construction field as well as relevant experience in building diverse
−Removed: corporate culture dissemination system.
−Removed: Mr.Liu holds a bachelor’s degree in Business Management from University of The West of
−Removed: Nan Ding, Chief Operating Officer
−Removed: Ding has over 24 years of operational management experience in industries such as cross-border investment, supply chain finance,
−Removed: equipment manufacturing, and international trade.
−Removed: From 2012 to 2023, Mr.
−Removed: Ding successively founded Japan Zhaoyuan Trading Co., Ltd.
−Removed: and Japan Toyo Trading Co., Ltd., specializing in cross-border investment and international trade of bulk commodities.
−Removed: Ding established Haimeng Tongshang Co., Ltd.
−Removed: and Haimeng New Energy Technology Co., Ltd., mainly engaged in the production
−Removed: and manufacturing of environmental protection industry and new energy equipment.
−Removed: Prior to this, Mr.
−Removed: Ding had 8 years of experience
−Removed: in municipal project engineering services.
−Removed: Ding holds a bachelor’s degree in International Economic Management from
−Removed: University of Science and Technology Beijing.
−Removed: Ken Tsang, Chief Financial Officer
−Removed: Tsang is a fellow member of Association of Chartered Certified Accountants (“ACCA”) and member of Hong Kong Institute of
−Removed: Certified Public Accountants (“HKICPA”) with more than 15 years experiences in accounting, audit and assurance services with
−Removed: several listed and private companies operating in USA, Hong Kong and Mainland China.
−Removed: He has wide variety of industries experiences, including
−Removed: property developer, hotel and property management, investment companies, licensed corporations, entertainment solution companies, finance
−Removed: lease, factoring, general trading and manufacturing.
−Removed: has extensive experiences in the capital market work and was engaged
−Removed: in several transactions and initial public offering in Hong Kong and USA.
−Removed: Tsang graduated with a bachelor’s degree at University
−Removed: of Hull, United Kingdom.
−Removed: Dong, Director, Chairman of the Board
−Removed: Lichen Dong has 15 years of work experience in the fields of investment, mergers and acquisitions, and finance, including corporate governance,
−Removed: fundraising, financial analysis, mergers and acquisitions, and complex international architecture construction.
−Removed: From 2022 to 2023, Mr.
−Removed: Dong served as a senior consultant for Future Dao Group, covering research and development of blockchain technology, clean energy application
−Removed: strategies, corporate governance, and capital restructuring and listing.
−Removed: Dong plays an indispensable role in formulating the company's
−Removed: strategic decisions, leveraging his unique business model and business acumen.
−Removed: Dong worked at a confidential information research
−Removed: center from 2019 to 2021, dedicated to promoting the application of business models that combine digital assets with physical industries.
−Removed: Dong also worked at Hanergy Holding Group and Jinko Power Group, specializing in the development and management of renewable energy
−Removed: and power generation assets.
−Removed: Dong has established various innovative investment models in the new energy industry, making outstanding
−Removed: contributions to market expansion and risk control cost control in the company's business management.
−Removed: Dong holds a bachelor's degree
−Removed: from the School of Automation and Electrical Engineering at Beijing University of Aeronautics and Astronautics, and a master's degree
−Removed: from the School of Electrical and Electronics Engineering at the University of Nottingham.
−Removed: Kian Wee, Director
−Removed: Lim Kian Wee has over 15 years of experience in the research of block-chain and algae biomass field and he will serve as an independent
−Removed: director of the Company in Dec 2023.
−Removed: From June 2015 to present, he served as senior partner in Ethereum Dapp, a company that engaged
−Removed: in computer Science management and block-chain technical consultation of virtual currency central exchange.
−Removed: From April 2005 to October
−Removed: Lim has served as block-chain and computer scientific officer and cell biology lecturer in the several universities in USA
−Removed: and Singapore .
−Removed: From March 2008 to October 2013, Mr.
−Removed: Lim has served as founder of Algae Bioresource Centre SdnBhd, a company that engaged
−Removed: in providing R&D service and consultation related to algae biofuel and algae farm.
−Removed: Lim holds a bachelor’s degree in biotechnology
−Removed: from State University of New York in 2001 and Master degree in biotechnology from University of Pennsylvania in 2002.
−Removed: He was also PHD
−Removed: Candidate from National Taiwan University in February 2013 and withdrew his candidateship in September 2014.
−Removed: Lim has more than 10
−Removed: professional publications and conference papers in the field of environmental sciences, Microalgae, biodiesel, new energy and block-chains.
−Removed: Thapaliya, Director
−Removed: Mahesh Thapaliya has over 12 years of international business work experience.
−Removed: Since 2020, he has served as the Business Director of One
−Removed: World Corporations.
−Removed: The work involves conducting business cooperation around key international projects, including infrastructure, energy,
−Removed: industrial investment, art and culture, trade, investment, and other industries.
−Removed: From 2013 to 2020, Mr Mahesh works for Banner Electric
−Removed: and SINOPAK Electric Co.
−Removed: He has extensive leadership experience in corporate technology brand marketing, internal control
−Removed: management, and corporate communication by providing services to multiple multinational corporations.
−Removed: Mahesh holds Master and Bachelor
−Removed: degree from Beihang University.
−Removed: Sun, Director
−Removed: Jianbo Sun is an entrepreneur, venture capitalist, and philanthropist with 16 years of experience in establishing, investing in, and
−Removed: operating the intelligent manufacturing industry.
−Removed: Since February 2012, Mr.
−Removed: Sun has served as the President of Orejia Group Co Limited,
−Removed: responsible for strategic planning, industrial investment, and financial financing.
−Removed: Has successful experience in business trend judgment,
−Removed: enterprise management, and capital operation.
−Removed: Prior to this, Mr.
−Removed: Sun had 3 years of industry research experience at CITIC Securities,
−Removed: with a focus on investment portfolios in energy management, real estate, construction, and agriculture.
−Removed: Sun attaches great importance
−Removed: to corporate social responsibility in business operations, actively participates in charitable and public welfare activities, has supported
−Removed: thousands of impoverished children, and has donated multiple times in large-scale natural disaster events.
−Removed: Sun holds a Bachelor's
−Removed: degree in Business Administration from the University of International Business and Economics.
−Removed: Relationships
−Removed: of the directors or executive officers at the Company have a family relationship as defined in Item 401 of Regulation S-K.
−Removed: of our directors is appointed to hold office until the next annual meeting of our shareholders, until her or her respective successor
−Removed: is elected and qualified, or until he or she resigns or is removed in accordance with the applicable provisions of Wyoming law.
−Removed: are appointed by our board of directors and hold office until removed by our board of directors or until their resignation.
−Removed: currently have a board of directors consisting of six members, a majority of whom are “independent” as defined in Nasdaq
−Removed: We expect that all current directors will continue to serve after this offering.
−Removed: The directors will be re-elected at our annual
−Removed: general meeting of shareholders.
−Removed: director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare
−Removed: the nature of his interest at a meeting of the directors.
−Removed: A general notice given to the directors by any director to the effect that
−Removed: he is a member of any specified company or firm and is to be regarded as interested in any contract which may thereafter be made with
−Removed: that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made.
−Removed: A director may vote in respect
−Removed: of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall
−Removed: be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement
−Removed: shall come before the meeting for consideration.
−Removed: have established three committees under the board of directors:
−Removed: Audit Committee, Compensation Committee and Nominating Committee.
−Removed: committee is governed by a charter approved by our board of directors.
−Removed: Copies of the charters have been submitted as exhibits to the
−Removed: registration statement of which this prospectus is a part and will be available at our investor relations website.
−Removed: Audit Committee consists of Lim Kian Wee (Chair), Dong Li Chen, and Mahesh Thapaliya.
−Removed: Each member of the Audit Committee will satisfy
−Removed: the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market and meet the independence
−Removed: standards under Rule 10A-3 under the Exchange Act.
−Removed: The Audit Committee oversees our accounting and financial reporting processes and
−Removed: the audits of the financial statements of our company.
−Removed: The Audit Committee is responsible for, among other things:
−Removed: selecting our independent
−Removed: registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by our independent
−Removed: registered public accounting firm;
−Removed: with our independent registered public accounting firm any audit problems or difficulties and management’s response and approving
−Removed: all proposed related party transactions, as defined in Item 404 of Regulation S-K;
−Removed: discussing the annual audited
−Removed: financial statements with management and our independent registered public accounting firm;
−Removed: annually reviewing and
−Removed: reassessing the adequacy of our Audit Committee charter;
−Removed: meeting separately and
−Removed: periodically with the management and our independent registered public accounting firm;
−Removed: regularly reporting to
−Removed: the full board of directors;
−Removed: reviewing the adequacy
−Removed: and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major
−Removed: financial risk exposure;
−Removed: such other matters that
−Removed: are specifically delegated to our Audit Committee by our board of directors from time to time.
−Removed: Compensation Committee consists of Sun Jian Bo, (Chair), Dong Li Chen, and Lim Kian Wee.
−Removed: Each of the Compensation Committee members satisfies
−Removed: the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market.
−Removed: Our Compensation Committee
−Removed: will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors
−Removed: and executive officers.
−Removed: No officer may be present at any committee meeting during which such officer’s compensation is deliberated
−Removed: The Compensation Committee will be responsible for, among other things:
−Removed: reviewing and approving
−Removed: to the board with respect to the total compensation package for our most senior executive officers;
−Removed: approving and overseeing
−Removed: the total compensation package for our executives other than the most senior executive officers;
−Removed: reviewing and recommending
−Removed: to the board with respect to the compensation of our directors;
−Removed: periodically reviewing
−Removed: and approving any long-term incentive compensation or equity plans;
−Removed: selecting compensation
−Removed: consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence
−Removed: from management;
−Removed: programs or similar arrangements,
−Removed: annual bonuses, employee pension and welfare benefit plans.
−Removed: Nominating Committee consists of Dong Li Chen (Chair), Lim Kian Wee and Mahesh Thapaliya.
−Removed: Each member of the Nominating Committee will
−Removed: satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market.
−Removed: The nominating
−Removed: committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition
−Removed: of the board and its committees.
−Removed: The Nominating Committee will be responsible for, among other things:
−Removed: selecting and recommending
−Removed: to the board nominees for election by the shareholders or appointment by the board;
−Removed: annually reviewing with
−Removed: the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience
−Removed: and diversity;
−Removed: making recommendations
−Removed: on the frequency and structure of board meetings and monitoring the functioning of the committees of the board;
−Removed: the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance
−Removed: with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial
−Removed: action to be taken.
−Removed: in Certain Legal Proceedings
−Removed: the best of our knowledge, none of our directors and officers has been convicted in a criminal proceeding, excluding traffic violations
−Removed: or similar misdemeanors, nor has been a party to any judicial or administrative proceeding during the past ten (10) years that resulted
−Removed: in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or
−Removed: state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without
−Removed: sanction or settlement.
−Removed: Except as set forth in our discussion below in “Related Party Transactions,” our directors and officers
−Removed: have not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant
−Removed: to the rules and regulations of the SEC.
−Removed: of Business Conduct and Ethics
−Removed: have adopted a code of business conduct and ethics applicable to our directors, officers and employees.
−Removed: Board of Directors does not have a formal policy with respect to Board nominee diversity.
−Removed: In recommending proposed nominees to the Board
−Removed: of Directors, the Nominating Committee is charged with building and maintaining a board that has an ideal mix of talent and experience
−Removed: to achieve our business objectives in the current environment.
−Removed: In particular, the Nominating Committee is focused on relevant subject
−Removed: matter expertise, depth of knowledge in key areas that are important to us, and diversity of thought, background, perspective and experience
−Removed: so as to facilitate robust debate and broad thinking on strategies and tactics pursued by us.
−Removed: following table provides certain information regarding the diversity of our Board of Directors as of the date of this annual report.
−Removed: Board Diversity
−Removed: Matrix (As of the date of this annual report)
−Removed: Country of Principal Executive
−Removed: Foreign Private Issuer
−Removed: Disclosure Prohibited Under
−Removed: Home Country Law
−Removed: Total Number of Directors
−Removed: Not Disclose Gender
−Removed: Gender Identity
−Removed: Demographic Background
−Removed: Underrepresented Individual
−Removed: in Home Country Jurisdiction
−Removed: EXECUTIVE COMPENSATION
−Removed: following table sets forth certain information with respect to compensation for the years ended December 31, 2023 and 2022, earned by
−Removed: or paid to our chief executive officer and principal executive officer, our principal financial officer, and our other most highly compensated
−Removed: executive officers whose total compensation exceeded US$2,000 (the “named executive officers”).
−Removed: and Principal Position
−Removed: Other Compensation ($)
−Removed: of December 28, 2023)
−Removed: and Secretary(as of December 13, 2023)
−Removed: and Secretary
−Removed: amounts were accrued based on his appointment date in 2023.
−Removed: Ken Tsang was appointed as the CFO of the Company on December 13,
−Removed: employment agreements with our officers generally provide employment for a specific term and set annual salaries, health insurance, pension
−Removed: insurance, paid vacation, and family leave time.
−Removed: The agreement may be terminated by either party as permitted by law.
−Removed: have entered into an employment agreement with each of Dong Li Chen, our Chairman, Lim Kian Wee, Director, Mahesh Thapaliya, Director
−Removed: and Jianbo Sun, Director.
−Removed: the terms of the agreements, Messrs.
−Removed: Tsang is entitled to receive a monthly salary of $2,000, effective from December 13, 2023, plus
−Removed: one month’s additional salary by the end of each year.
−Removed: All of these are payable in the equivalent amount of either in Hong Kong
−Removed: Dollars or Chinese Renminbi.
−Removed: Any variances are mainly due to fluctuation of currency exchange.
−Removed: December 11, 2023, we entered into a service contract with each of our directors.
−Removed: Dong Li Chen, Mr.
−Removed: Lim Kian Wee, Mr.
−Removed: Mahesh Thapaliya
−Removed: The contract has a term of two years commencing January 1, 2024 and we agree to pay $2,000 per month commencing
−Removed: January 1, 2024 plus one month’s additional payment by the end of each year.
−Removed: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: following table sets forth information with respect to beneficial ownership of our common stock as of the date of hereof by:
−Removed: Each person who is known
−Removed: by us to beneficially own more than 5% our outstanding common stock;
−Removed: Each of our director, director
−Removed: nominees and named executive officers;
−Removed: All directors and named
−Removed: executive officers as a group.
−Removed: ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power
−Removed: with respect to securities.
−Removed: In computing the number of shares of common stock beneficially owned by a person listed below and the percentage
−Removed: ownership of such person, common stock underlying options, warrants or convertible securities held by each such person that are exercisable
−Removed: or convertible within 60 days of the date of this prospectus are deemed outstanding but are not deemed outstanding for computing the
−Removed: percentage ownership of any other person.
−Removed: Except as otherwise indicated in the footnotes to this table, or as required by applicable
−Removed: community property laws, all persons listed have sole voting and investment power for all common stock shown as beneficially owned by
−Removed: Unless otherwise indicated in the footnotes, the address for each principal shareholder is in the care of our Company at No.
−Removed: 519, 05/f Block T3, Qianhai Premier Finance Centre Unit 2, Guiwan Area, Nanshan District, Shenzhen, People’s Republic of China.
−Removed: As of the date hereof, we have approximately 2,700 shareholders of record.
−Removed: Officers and Directors
−Removed: of Beneficial Ownership of Common Stock (1)
−Removed: Ownership of Common Stock (2)
−Removed: and Named Executive Officers:
−Removed: Mahesh Thapaliya
−Removed: All executive
−Removed: officers and directors as a group (7 persons)
−Removed: 5% or Greater
−Removed: Blue Rose Worldwide
−Removed: Perfect Linkage Group Limited
−Removed: Golden Genius Development
−Removed: Fubao Group Limited
−Removed: Huang Xiu Mei
−Removed: Beneficial ownership is
−Removed: determined in accordance with the rules of the SEC and includes voting or investment power with respect to the common stock.
−Removed: shares represent only common stock held by shareholders as no options are issued or outstanding.
−Removed: Calculation based on 2,625,130 shares of common
−Removed: stock issued and outstanding as of the date of this report.
−Removed: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: PARTY TRANSACTIONS
−Removed: with Related Persons
−Removed: director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material
−Removed: interest, direct or indirect, in any transaction, or proposed transaction during the last two fiscal years in which the amount involved
−Removed: in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last
−Removed: two completed fiscal years.
−Removed: PRINCIPAL ACCOUNTING FEES AND SERVICES
−Removed: reported on our Form 8-K filed April 4, 2024, we had a change of auditor from Grant Assentsure PAC to JWF Assurance for the fiscal
−Removed: year ended December 31, 2023.
−Removed: Audit Committee has ratified JWF Assurance, Independent Registered Public Accounting Firm, to audit our books, records and accounting
−Removed: for the year ended December 31, 2023.
−Removed: The Audit Committee in its discretion may select a
−Removed: registered public accounting firm at any time during the year if it determines that such a change will be in the best interests of us
−Removed: and our shareholders.
−Removed: aggregate fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements
−Removed: and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the
−Removed: principal accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
−Removed: The aggregate fees billed for professional services rendered by the principal accountant for the audit of our annual financial
−Removed: statements and review of financial statements included in our Form 10-K and other services that are normally provided by the principal
−Removed: accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
−Removed: Audit-Related Fees :
−Removed: aggregate fees billed for assurance and related services rendered by the former principal accountant that are reasonably related to the
−Removed: performance of the audit or review of our financial statements and are not reported under the previous item, Audit Fees.
−Removed: The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant
−Removed: for tax compliance, tax advice and tax planning.
−Removed: The aggregate fees billed for legal fee and services provided by the lawyers and other parties other than those disclosed
−Removed: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
−Removed: following documents are filed as part of this annual report:
−Removed: Financial Statements
−Removed: Balance Sheets at December 31, 2023 and 2022
−Removed: Statements of Operations for the year ended December 31, 2023 and 2022
−Removed: Statements of Stockholders’ Equity for the year ended December 31, 2023 and 2022
−Removed: Statements of Cash Flows for the year ended December 31, 2023 and 2022
−Removed: to the Consolidated Financial Statements
−Removed: Financial Statement
−Removed: All schedules are omitted
−Removed: because they are not applicable, or not required, or because the required information is included in the financial statements or
−Removed: notes thereto.
−Removed: and Restated Articles of Incorporation (Incorporated herein by reference to WeTrade Group Inc’s Current Report on Form 8-K
−Removed: filed with the SEC on April 3, 2024)
−Removed: Agreement between Wetrade Group Inc.
−Removed: and Ken Tsang, dated December 13, 2023 (Incorporated herein by reference to WeTrade Group Inc’s
−Removed: Current Report on Form 8- K filed with the SEC on December 13, 2023)
−Removed: Contract by and between the Registrant and Dong Li Chen (Incorporated herein by reference to WeTrade Group Inc’s Current Report
−Removed: on Form 8- K filed with the SEC on December 11, 2023 )
−Removed: Contract by and between the Registrant and Lim Kian Wee (Incorporated herein by reference to WeTrade Group Inc’s Current Report
−Removed: on Form 8- K filed with the SEC on December 11, 2023 )
−Removed: Contract by and between the Registrant and Mahesh Thapaliya (Incorporated herein by reference to WeTrade Group Inc’s Current
−Removed: Report on Form 8- K filed with the SEC on December 11, 2023 )
−Removed: Contract by and between the Registrant and Sun Jian Bo (Incorporated herein by reference to WeTrade Group Inc’s Current Report
−Removed: on Form 8- K filed with the SEC on December 11, 2023 )
−Removed: Purchase Agreement between the Company and Future Dao Group Holding Limited (Incorporated herein by reference to WeTrade Group Inc’s
−Removed: Current Report on Form 8-K filed with the SEC on March 1, 2024)
−Removed: and Purchase Agreement between the Company and unaffiliated buyer Incorporated herein by reference to WeTrade Group Inc’s Current
−Removed: Report on Form 8-K filed with the SEC on September 27, 2023)
−Removed: List of Subsidiaries
−Removed: Certification of Principal
−Removed: Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
−Removed: Certification of Principal
−Removed: Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
−Removed: Certification of Principal
−Removed: Executive Officer furnished pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Certification of Principal
−Removed: Financial Officer furnished pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Financial statements of
−Removed: NEXT TECHNOLOGY HOLDING INC for the year ended December 31, 2023 and 2022 formatted in XBRL:
−Removed: (i) the Balance Sheet;
−Removed: (ii) the Statement
−Removed: (iii) Statement of Changes in Stockholders’ Equity;
−Removed: (iv) the Statement of Cash Flows;
−Removed: and (v) the Notes to the Financial
−Removed: Statements ***
−Removed: _______________
−Removed: Filed herein.
−Removed: to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
−Removed: on its behalf by the undersigned, thereunto duly authorized.
−Removed: NEXT TECHNOLOGY HOLDING INC
−Removed: April 15, 2024
−Removed: Executive Officer
−Removed: (Principal Executive Officer)
−Removed: to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
−Removed: registrant and in the capacities and on the dates indicated.
−Removed: April 15, 2024
−Removed: Financial Officer,
−Removed: financial officer and principal accounting officer)
−Removed: FINANCIAL STATEMENTS
−Removed: Consolidated Balance Sheets at December 31, 2023 and 2022
−Removed: Consolidated Statements of Income Statement for the years ended December 31,2023 and 2022
−Removed: Consolidated Statements of Equity Statement for the years ended December 31, 2023 and 2022
−Removed: Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022
−Removed: Notes to the Consolidated Financial Statements
−Removed: NEXT TECHNOLOGY HOLDING INC
−Removed: BALANCE SHEETS
−Removed: amounts shown in U.S.
−Removed: and cash equivalents
−Removed: receivable- non related parties, net
−Removed: receivables- related parties
−Removed: related to discontinued operation
−Removed: Current Assets
−Removed: AND STOCKHOLDERS’ EQUITY
−Removed: due to related parties
−Removed: related to discontinued operation
−Removed: Current Liabilities
−Removed: Stockholders’
−Removed: no par value;
−Removed: 2,625,130 issued and outstanding at December 31, 2023 and 1,054,365 issued and outstanding at December
−Removed: Paid in Capital
−Removed: other comprehensive loss
−Removed: Stockholders’ Equity
−Removed: Liabilities and Stockholders’ Equity
−Removed: and per share amounts have been adjusted to reflect the decreased number of shares resulting from a reverse split of shares.
−Removed: accompanying notes are an integral part of these financial statements.
−Removed: NEXT TECHNOLOGY HOLDING INC
−Removed: Statements of Operations and Comprehensive Loss
−Removed: and Administrative
−Removed: from operations
−Removed: loss from continuing operation
−Removed: $ (3,173,360 )
−Removed: $ (6,793,718 )
−Removed: discontinued operation
−Removed: discontinued operation
−Removed: Comprehensive
−Removed: Foreign currency translation adjustment
−Removed: comprehensive loss
−Removed: per share - basic and diluted
−Removed: average number of shares outstanding*;
−Removed: Basic and Diluted
−Removed: and per share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from a share cancellation
−Removed: and issuance of new shares.
−Removed: accompanying notes are an integral part of these financial statements.
−Removed: NEXT TECHNOLOGY HOLDING INC
−Removed: Statements of Changes in Stockholders’ Equity
−Removed: Additional Paid in Capital Amount
−Removed: Retained Earnings
−Removed: /(Accumulated Deficits)
−Removed: Accumulated Other comprehensive income
−Removed: Total Shareholder Equity
−Removed: Balance as of December 31, 2021
−Removed: Share cancellation
−Removed: (120,418,995 )
−Removed: Sale of common shares, net of fees
−Removed: Stock compensation
−Removed: Foreign currency translation adjustment
−Removed: Loss from discontinued operation
−Removed: Net loss for the year
−Removed: Balance as of December 31, 2022
−Removed: $ (1,221,127 )
−Removed: Reverse stock split
−Removed: (194,002,973 )
−Removed: Sale of common shares, net of fees
−Removed: Foreign currency translation adjustment
−Removed: Gain from discontinued operation
−Removed: Loss from discontinued operation
−Removed: Net loss for the year
−Removed: Balance as of December 31, 2023
−Removed: $ (5,447,321 )
−Removed: and per share amounts have been adjusted to reflect the decreased number of shares resulting from a share cancellation and new share
−Removed: accompanying notes are an integral part of these financial statements.
−Removed: NEXT TECHNOLOGY HOLDING INC
−Removed: STATEMENTS OF CASH FLOWS
−Removed: the year ended December
−Removed: the year ended December
−Removed: from Operating Activities:
−Removed: $ (3,173,361 )
−Removed: $ (6,793,718 )
−Removed: discontinued operation
−Removed: discontinued operation
−Removed: fair value of digital assets
−Removed: (10,216,901 )
−Removed: in Operating Assets and Liabilities:
−Removed: (12,075,500 )
−Removed: related to discontinued operation
−Removed: (26,655,103 )
−Removed: related to discontinued operation
−Removed: cash flows provided by/ (used in) operating activities:
−Removed: (38,205,344 )
−Removed: from Investing activity:
−Removed: (24,990,000 )
−Removed: cash flow used in investing activity:
−Removed: (24,990,000 )
−Removed: from financing activities:
−Removed: from issuance of common stock
−Removed: from disposal of subsidiaries
−Removed: cash provided by financing activities:
−Removed: of exchange rate changes on cash
−Removed: in Cash and Cash Equivalents:
−Removed: and Cash Equivalents, Beginning of Year
−Removed: and Cash Equivalents, End of Year
−Removed: Cash Flow Information:
−Removed: accompanying notes are an integral part of these financial statements.
−Removed: NEXT TECHNOLOGY HOLDING INC
−Removed: known as WeTrade Group Inc)
−Removed: to Consolidated Financial Statements
−Removed: NATURE OF BUSINESS
−Removed: NEXT TECHNOLOGY HOLDING INC (Formerly known as “WeTrade Group, Inc”) (the “Company”) was incorporated in the State of
−Removed: Wyoming on March 28, 2019.
−Removed: As of December 31, 2023, the Company pursue two corporate strategies.
−Removed: One business strategy is to continue
−Removed: providing software development services, and the other strategy is to acquire and hold bitcoin.
−Removed: provide AI-enabled software development services to our customers, which included developing, designing, and implementing various SAAS
−Removed: software solutions for businesses of all types, including industrial and other businesses.
−Removed: Acquisition Strategy
−Removed: bitcoin acquisition strategy generally involves acquiring bitcoin with our liquid assets that exceed working capital requirements, and
−Removed: from time to time, subject to market conditions, issuing debt or equity securities or engaging in other capital raising transactions
−Removed: with the objective of using the proceeds to purchase bitcoin.
−Removed: view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin.
−Removed: We have not set any specific target for
−Removed: the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional
−Removed: financings to purchase additional bitcoin.
−Removed: overall strategy also contemplates that we may (i) periodically sell bitcoin for general corporate purposes, including to generate cash
−Removed: for treasury management or in connection with strategies that generate tax benefits in accordance with applicable law, (ii) enter into
−Removed: additional capital raising transactions that are collateralized by our bitcoin holdings, and (iii) consider pursuing additional strategies
−Removed: to create income streams or otherwise generate funds using our bitcoin holdings.
−Removed: believe that, due to its limited supply, bitcoin offers the opportunity for appreciation in value if its adoption increases and has the
−Removed: potential to serve as a hedge against inflation in the long-term.
−Removed: following table presents a roll-forward of our bitcoin holdings, including additional information related to our bitcoin purchases, and
−Removed: digital asset impairment losses during the period:
−Removed: Schedule of digital asset impairment losses
−Removed: asset original cost basis
−Removed: asset gain / (losses)
−Removed: asset market value
−Removed: number of Bitcoin held
−Removed: Balance at December 31, 2022
−Removed: Digital asset
−Removed: asset gain/ (loss)
−Removed: at December 31, 2023
−Removed: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
−Removed: Issued and Adopted Financial Accounting Standards
−Removed: February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02,
−Removed: Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize lease assets and lease liabilities on the balance
−Removed: sheet for those leases classified as operating leases under current U.S.
−Removed: ASU 2016-02 requires a lessee to recognize a lease liability
−Removed: and a right-of-use asset for each lease with a term longer than twelve months.
−Removed: The new guidance also requires additional qualitative
−Removed: and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases.
−Removed: The Company adopted the
−Removed: new standard effective January 1, 2022, using a modified retrospective approach and electing to use the package of practical expedients
−Removed: permitted under the transition guidance, which allows for the carry forward of historical lease classification for existing leases on
−Removed: the adoption date and does not require the assessment of existing lease contracts to determine whether the contracts contain a lease
−Removed: or initial direct costs.
−Removed: Prior periods were not retrospectively adjusted.
−Removed: Company did not have any finance lease liabilities as of the adoption date.
−Removed: There was no cumulative effect adjustment to the opening
−Removed: balance of accumulated deficit as of January 1, 2022.
−Removed: Adoption of this new guidance did not have a material impact on the consolidated
−Removed: statements of operations or cash flows.
−Removed: Standards Effective in Future Periods
−Removed: Instruments—Credit Losses
−Removed: June 2016, the FASB issued ASU No.
−Removed: 2016-13, “Financial Instruments-Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial
−Removed: Instruments (“ASU 2016-03”).” The amendments in this update introduce a new standard to replace the incurred loss impairment
−Removed: methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range
−Removed: of reasonable and supportable information to inform credit loss estimates.
−Removed: Subsequent to the initial standards, the FASB has also issued
−Removed: several ASUs to clarify specific topics.
−Removed: ASU 2016-13 is effective for the Company’s fiscal year beginning January 1, 2023.
−Removed: Company does not expect the implementation of ASU 2016-13 to have a material impact on consolidated financial statements.
−Removed: of Presentation
−Removed: consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States
−Removed: of America (“GAAP”).
−Removed: The consolidated financial statements include the financial statements of the Company and its subsidiaries.
−Removed: All significant inter-company transactions and balances have been eliminated on consolidation.
−Removed: Consolidation
−Removed: Company’s consolidated financial statements include the financial statements of the Group and subsidiaries.
−Removed: All transactions and
−Removed: balances among the Group and its subsidiaries have been eliminated upon consolidation.
−Removed: of Estimates and Assumptions
−Removed: preparation of financial statements in conformity with US GAAP requires management to make judgement estimates and assumptions that
−Removed: affect the amounts reported in the consolidated financial statements and accompanying notes.
−Removed: Management believes that the estimates used
−Removed: in preparing the financial statements are reasonable and prudent;
−Removed: however, actual results could differ from these estimates.
−Removed: accounting estimates include the allowance for doubtful accounts, useful lives of intangible asset, valuation of deferred tax assets,
−Removed: and certain accrued liabilities such as contingent liabilities.
−Removed: Value Measurements
−Removed: Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value
−Removed: measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis.
−Removed: Additionally,
−Removed: the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value
−Removed: in the financial statements on a nonrecurring basis.
−Removed: The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation
−Removed: techniques used to measure fair value.
−Removed: hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
−Removed: and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).
−Removed: The three levels of the fair
−Removed: value hierarchy are as follows:
−Removed: 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access
−Removed: at the measurement date.
−Removed: 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
−Removed: or indirectly.
−Removed: 3 inputs are unobservable inputs for the asset or liability.
−Removed: The carrying amounts of financial assets such as cash approximate their
−Removed: fair values because of the short maturity of these instruments.
−Removed: Concentrations
−Removed: of Credit Risk, Significant Customers
−Removed: Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of accounts receivable.
−Removed: Company does not require collateral for accounts receivables.
−Removed: The Company maintains an allowance for its doubtful accounts receivable
−Removed: due to estimated credit losses.
−Removed: The Company does not record the allowance against bad debt expense through the consolidated statements
−Removed: of operations, included in general and administrative expense, up to the amount of revenues recognized to date.
−Removed: Receivables are written
−Removed: off and charged against the recorded allowance when the Company has exhausted collection efforts without success.
−Removed: As of December 31,
−Removed: 2023 and 2022, accounts receivable from customers amounted to $ 1,133,116 and $ nil respectively.
−Removed: Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts.
−Removed: ASC 606 creates a five-step
−Removed: model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts
−Removed: or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction
−Removed: price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance
−Removed: obligation is satisfied.
−Removed: The Company only applies the five-step model to contracts when it is probable that the Company will collect
−Removed: the consideration it is entitled to in exchange for the services it transfers to its clients.
−Removed: and Cash Equivalents
−Removed: Company considers all highly liquid debt instruments purchased with a maturity period of three months or less to be cash or cash equivalents.
−Removed: The carrying amounts reported in the accompanying consolidated balance sheets for cash and cash equivalents approximate their fair value.
−Removed: All of the Company’s cash that is held in bank accounts in Hong Kong and PRC are not protected by Federal Deposit Insurance Corporation
−Removed: (“FDIC”) insurance.
−Removed: accompanying consolidated financial statements are presented in US$.
−Removed: The functional currency of the Company is US$, and the functional
−Removed: currency of the Company’s subsidiaries is RMB.
−Removed: The consolidated financial statements are translated into US$ from RMB at year-end
−Removed: exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses.
−Removed: Capital accounts are translated at
−Removed: their historical exchange rates when the capital transactions occurred.
−Removed: The resulting translation adjustments are recorded as a component
−Removed: of shareholders’ equity included in other comprehensive income.
−Removed: Gains and losses from foreign currency transactions are included
−Removed: in profit or loss.
−Removed: There were no gains and losses from foreign currency transactions from the inception to December 31, 2023.
−Removed: Schedule of exchange rate
−Removed: US$ exchange rate
−Removed: balance sheet amounts, with the exception of equity, December 31, 2023 and December 31, 2022 were translated at 7.09 RMB and 6.9 RMB
−Removed: to $ 1.00 , respectively.
−Removed: The equity accounts were stated at their historical rates.
−Removed: The average translation rates applied to statements
−Removed: of operations and comprehensive income (loss) accounts for the year ended December 31, 2023 and year ended December 31, 2022 were 7.08
−Removed: RMB and 6.75 RMB to $ 1.00 , respectively.
−Removed: Cash flows were also translated at average translation rates for the year and, therefore, amounts
−Removed: reported on the statement of cash flows would not necessarily agree with changes in the corresponding balances on the consolidated balance
−Removed: Development Costs
−Removed: apply ASC 985-20, Software—Costs of Software to Be Sold, Leased, or Marketed, in analyzing our software development costs.
−Removed: 985-20 requires the capitalization of certain software development costs subsequent to the establishment of technological feasibility
−Removed: for a software product in development.
−Removed: Research and development costs associated with establishing technological feasibility are expensed
−Removed: Based on our software development process, technological feasibility is established upon the completion of a working model.
−Removed: In addition, we apply this to our review of development projects related to software used exclusively for our SaaS subscription offerings.
−Removed: In these reviews, all costs incurred during the preliminary project stages are expensed as incurred.
−Removed: Once the projects have been committed
−Removed: to and it is probable that the projects will meet functional requirements, costs are capitalized.
−Removed: Company adopted Accounting Standards Update No.
−Removed: 2016-02, Leases (Topic 842) (ASU 2016-02), and generally requires lessees to recognize
−Removed: operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures
−Removed: surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.
−Removed: leases are included in operating lease right-of-use (“ROU”) assets and short-term and long-term lease liabilities in our
−Removed: consolidated balance sheets.
−Removed: Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities
−Removed: in our consolidated balance sheets.
−Removed: assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s
−Removed: obligation to make lease payments arising from the lease.
−Removed: Operating lease ROU assets and liabilities are recognized at commencement date
−Removed: based on the present value of lease payments over the lease term.
−Removed: As most of the leases do not provide an implicit rate, we use the industry
−Removed: incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
−Removed: We use the implicit rate when readily determinable.
−Removed: The operating lease ROU asset also includes any lease payments made and excludes
−Removed: lease incentives.
−Removed: The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise
−Removed: Lease expense for lease payments is recognized on a straight-line basis over the lease term.
−Removed: 2016-02 requires that public companies use a secured incremental browning rate for the present value of lease payments when the rate
−Removed: implicit in the contract is not readily determinable.
−Removed: We determine a secured rate on a quarterly basis and update the weighted average
−Removed: discount rate accordingly.
−Removed: taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”).
−Removed: this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the
−Removed: financial statement carrying amounts of existing assets and liabilities and their respective tax basis.
−Removed: Deferred tax assets and liabilities
−Removed: are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are
−Removed: expected to be recovered or settled.
−Removed: Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income
−Removed: in the period that includes the enactment date.
−Removed: 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
−Removed: uncertain tax positions taken or expected to be taken on a tax return.
−Removed: Under ASC 740, tax positions must initially be recognized in the
−Removed: financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.
−Removed: positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50 % likelihood of
−Removed: being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
−Removed: Company has a subsidiary in Hong Kong and PRC.
−Removed: The Company is subject to tax in Hong Kong and PRC jurisdictions.
−Removed: As a result of its future
−Removed: business activities, the Company will be required to file tax returns that are subject to examination by the Inland Revenue Authority
−Removed: of Hong Kong and Tax Department of PRC.
−Removed: Company currently has unlimited authorized shares of $ 0.00 par value common stock, with 2,625,130 shares issued and outstanding as of
−Removed: December 31, 2023.
−Removed: net income per share of common stock attributable to common stockholders is calculated by dividing net income attributable to common
−Removed: stockholders by the weighted-average shares of common stock outstanding for the period.
−Removed: Potentially dilutive shares, which are based
−Removed: on the weighted-average shares of common stock underlying outstanding stock-based awards, warrants, options, or convertible debt using
−Removed: the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net income per share of common
−Removed: stock attributable to common stockholders when their effect is dilutive.
−Removed: dilutive securities are excluded from the calculation of diluted EPS in loss periods as their effect would be anti-dilutive.
−Removed: of December 31, 2023 and 2022, there were no potentially dilutive shares.
−Removed: Schedule of potentially diluted shares
−Removed: of Operations Summary Information:
−Removed: $ (3,173,360 )
−Removed: Weighted-average
−Removed: common shares outstanding - basic and diluted
−Removed: loss per share, basic and diluted
−Removed: Company is in the business of providing AI-enabled software development services for industrial and other customers.
−Removed: of December 31, 2023 and 2022, we generated revenue from software development services amounting to $ 2,633,308 as follow:
−Removed: Software development and industrial SAAS business
−Removed: 4 – CASH AND CASH EQUIVALENTS
−Removed: of December 31, 2023 and 2022, the Company held cash in bank amounting to $ 668,387 which consists of the following:
−Removed: of held cash in bank in the amount
−Removed: Deposits- Outside USA
−Removed: 5 – DIGITAL ASSETS
−Removed: of December 31, 2023, digital assets holdings are as follow:
−Removed: Schedule of digital assets holdings
−Removed: value gain on digital assets
−Removed: of December 31, 2023, the Company has purchase approximately 833 BTC at the total cost of $ 24,990,000 .
−Removed: For the year ended December 31,
−Removed: 2023, the Company recognized unrealized gain of $ 10,216,901 on digital assets.
−Removed: assets are available for sales and there is no term of maturity, it will be held for less than one year and can be sold at any time.
−Removed: 6 – ACCOUNT RECEIVABLES, NET
−Removed: of December 31, 2023 and 2022, account receivables are related to the services fee receivables from customers as follow:
−Removed: of account receivable
−Removed: Company does not require collateral for accounts receivable.
−Removed: The Company maintains an allowance for its doubtful accounts receivable
−Removed: due to estimated credit losses.
−Removed: The Company records the allowance against bad debt expense through the consolidated statements of operations,
−Removed: included in general and administrative expense, up to the amount of revenues recognized to date.
−Removed: Receivables are written off and charged
−Removed: against the recorded allowance when the Company has exhausted collection efforts without success.
−Removed: 7 – PREPAYMENTS
−Removed: of December 31, 2023 and 2022, prepayments consist of the following:
−Removed: of prepayments
−Removed: of December 31, 2023, there are prepayment of approximately $ 12,125,500 for the 40 % prepayment of 1000 BTC, which is expected to be delivered
−Removed: by May 2024 with the lock up price of $ 30,000 per BTC.
−Removed: 8 – ACCOUNT PAYABLES, NET
−Removed: of December 31, 2023 and 2022, account payables are related to the software services fee payables to suppliers as follow:
−Removed: Schedule accounts payables ne t
−Removed: 9 – AMOUNT DUE TO RELATED PARTIES
−Removed: Schedule of related parties
−Removed: parties payable
−Removed: due to shareholders
−Removed: related party balance of $ 282,535 represented advances from former shareholders for Company’s daily operation.
−Removed: of December 31, 2023, the amount due to shareholders of $ 594,563 represented advances and professional expenses paid on behalf by Shareholders,
−Removed: which consist of audit fees, lawyers’ fee and other professional expenses.
−Removed: of December 31, 2023, the director fee payable of $ 804,000 represented the accrual of director fees from the appointment date to September
−Removed: amount due to related parties are interest free, no collateral and have no fixed of repayment period.
−Removed: 10 – OTHER PAYABLES
−Removed: of December 31, 2023, other payables consists of unpaid professional fee as follow:
−Removed: Schedule of Other Payables
−Removed: professional balance of $ 1,430,000 are included outstanding legal fees in relation to shareholders’ litigation, BTC consultant
−Removed: fee and listing compliance fee owing to professional parties.
−Removed: 11 – DISCONTINUED OPERATIONS
−Removed: September 29, 2023, the Company’s Board of Directors passed a resolution to dissolve the operation of WeTrade Information System
−Removed: Limited and its wholly owned subsidiaries, resulting in a loss from discontinued operation of $ 1,124,675 .
−Removed: The consideration of disposal
−Removed: of subsidiaries are based on its net asset value (“NAV”) and due to deteriorate of SAAS business and high turnover rate of
−Removed: account receivables in PRC operation.
−Removed: Loss from discontinued operations for the year ended December 31, 2023 and 2022 was as follows:
−Removed: of discontinued operations
−Removed: (loss)/profit
−Removed: and Administrative
−Removed: (12,388,143 )
−Removed: from discontinued operations before income tax
−Removed: tax (expense)/income
−Removed: discontinued operation after tax
−Removed: from discontinued operation
−Removed: $ (1,119,380 )
−Removed: $ (2,365,697 )
−Removed: major components of assets and liabilities related to discontinued operations are summarized below:
−Removed: Schedule of assets and liabilities related to discontinued operations
−Removed: and cash equivalents
−Removed: and equipment, net
−Removed: assets related to discontinued operations
−Removed: liabilities related to discontinued operations
−Removed: Company has an unlimited number of ordinary shares authorized, and has issued 195,057,503 shares with no par value as of December 31,
−Removed: March 29, 2019, the Company has issued 100,000,000 shares with no par value to thirty-three founders.
−Removed: On September 3, 2019, the Company
−Removed: has issued a total 74,000 shares at $ 3 each to 5 non-US shareholders.
−Removed: The total outstanding shares has increased to 100,074,000 shares
−Removed: as of December 31, 2019.
−Removed: February 2020, there are 1,666,666 shares were issued at $ 3 per share to 2 new shareholders.
−Removed: On July 10, 2020, the Company issued another
−Removed: 26,000 shares at $ 3 per share to 2 new shareholders and the total outstanding shares has increased to 101,766,666 shares.
−Removed: September 15, 2020, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation
−Removed: to effect 3 for 1 forward stock split .
−Removed: The total issued and outstanding shares of the Company’s common stock has been increased
−Removed: from 101,766,666 to 305,299,998 shares, with the par value unchanged at zero.
−Removed: September 21, 2020, there are 151,500 shares issued at $ 5 per share to 303 new shareholders, the Company’s common stock issued
−Removed: has been increased to 305,451,498 shares as of December 31, 2020.
−Removed: April 13, 2022, the Company and 15 Shareholders entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”),
−Removed: pursuant to which Company and the 15 Shareholders have cancelled 120,418,995 shares of Common Stock (“Cancellation Shares”).
−Removed: Upon completion of the transaction, the outstanding shares of the Company’s Common Stock has been decreased from 305,451,498 shares
−Removed: to 185,032,503 shares as of June 30, 2022.
−Removed: July 21, 2022, the Company has uplisted its common stock to the Nasdaq Capital Market, and the closing of its public offering of 10,000,000
−Removed: shares of common stock with the gross proceeds of $ 40,000,000 and net proceeds of $ 37,057,176 after deducting the total offering cost
−Removed: of $ 2,942,824 .
−Removed: The shares were priced at $ 4.00 per share, and the offering was conducted on a firm commitment basis.
−Removed: The shares continue
−Removed: to trade under the stock symbol “WETG.” The Company’s total issued and outstanding common stock has been increased
−Removed: to 195,032,503 shares after the offering.
−Removed: July 22, 2022, the Company issued 25,000 shares of common stock to certain service providers for services in connection with the public
−Removed: offering, the fair value of the share was $ 477,500 .
−Removed: The Company’s total issued and outstanding common stock has been increased
−Removed: to 195,057,503 shares as of December 31, 2022.
−Removed: June 9, 2023, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation
−Removed: to effect 1 for 185 reverse stock split (“Reverse Stock Split”).
−Removed: The total issued and outstanding shares of the Company’s
−Removed: common stock decreased from 195,057,503 to 1,054,530 shares, with the par value unchanged at zero.
−Removed: September, 2023, there are 1,570,600 shares issued with the total amount of $ 12,616,454 , the Company’s common stock issued has
−Removed: been increased to 2,625,130 shares as of September 30, 2023.
−Removed: 13 – INCOME TAXES
−Removed: Company is subject to U.S.
−Removed: Federal tax laws.
−Removed: The Company has not recognized an income tax benefit for its operating losses in the United
−Removed: States because the Company does not expect to commence active operations in the United States.
−Removed: Company is currently conducting its major operations in the Hong Kong and PRC through its subsidiaries, which are subject to tax
−Removed: from 15 % to 25 %.
−Removed: NOTE 14 – SUBSEQUENT EVENT
−Removed: March 1,2024, the Company entered into that the share purchase agreement (the “Purchase Agreement”) with certain existing
−Removed: shareholders (the “Sellers”) of Future Dao Group Holding Limited, an exempted company incorporated and existing under the
−Removed: laws of the Cayman Islands(the “Target”),pursuant to which the Company agrees to purchase from the Sellers indirectly through
−Removed: Next Investment Group Limited,a wholly-owned subsidiary of the Company (“Next Investment”), and the Sellers agree to sell
−Removed: to Next Investment, an aggregate of 2,000 ordinary shares (the “Purchased Shares”) of the Target (the “Transaction”)
−Removed: at a per share purchase price of $ 6,698 per share for an aggregate purchase price of $ 13,396,000 (the “Purchase Price”).Pursuant
−Removed: to the Purchase Agreement, at the closing of the Transaction, the Company will pay the Purchase Price by issuing to the Sellers an aggregate
−Removed: of 3,940,000 shares of common stock of the Company (the “Next Technology Common Stock”) based on an agreed-upon valuation
−Removed: of $ 3.4 per share (the “Per Share Price”).
−Removed: The Per Share Price is above $ 3.19 , which is the average price per share of the
−Removed: shares of common stock of the Company traded on Nasdaq Capital Market in the five trading days prior to the signing date of the Purchase
−Removed: Pursuant to the Purchase Agreement, each Seller will receive its portion of the Company’s Common Stock proportionate
−Removed: to the number of the Purchased Shares to be sold by such Seller to Next Investment under the Purchase Agreement, the transaction is expected
−Removed: to complete in end of April 2024.
−Removed: of Company name
−Removed: April 2, 2024, Wetrade Group Inc.
−Removed: (the “Company”) changed its name to Next Technology Holding Inc.
−Removed: The name change was made
−Removed: pursuant to the Wyoming Business Corporations Act, and an amendment to Article I of the Company’s Amended and Restated Articles
−Removed: of Incorporation was filed with the Wyoming Secretary of State on March 18, 2024 (Amendment ID:
−Removed: 2024-004669585).
−Removed: common stock will continue to trade on the NASDAQ Stock Market under the ticker symbol "NXTT".
−Removed: Outstanding stock certificates
−Removed: for shares of the company are not affected by the name change.
−Removed: They continue to be valid and need not be exchanged.
+Added: FINANCIAL STATEMENTS AND SUPPLEMENTARY
+Added: Our audited financial statements for the years
+Added: ended December 31, 2024, and 2023 are set forth on pages F-1 to F-23 immediately following the signature page to this annual report.
+Added: Item 15 for a list of the financial statements included herein.
+Added: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
+Added: ON ACCOUNTING AND FINANCIAL DISCLOSURE
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.