Next Technology Holding Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure. Our management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report. Based upon that evaluation, management has concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were not effective. Management Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is a process designed to provide reasonable assurance to management and to the Board regarding the preparation and fair presentation of published financial statements. Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of management and our directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria). Based on our assessment, management identified material weaknesses related to: (i) lack of US GAAP expertise in finance team; (ii) lack of US GAAP expertise in finance team; (iii) a lack of segregation of duties within accounting functions; and the lack of multiple levels of review of our accounting data. Based on this evaluation, our management concluded that as of December 31, 2024, we did not maintain effective internal control over financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with any policies and procedures may deteriorate. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. To the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals. With proper funding we plan on remediating the significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate. A material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board Auditing Standard No. 5) or combination of control deficiencies, that results in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 33 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE. Directors and Executive Officers The following table sets forth information regarding each of our current directors and executive officers: Name: Age: Positions with the Company: Weihong Liu 31 Chief Executive Officer (Principal Executive Officer) Nan Ding 45 Chief Operating Officer Eve Chan 41 Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) Hongliang Liu 37 Chief Technical Officer Lichen Dong 39 Director, Chairman of the Board, and Chair of Nominating Committee Tian Yang 28 Director and Chair of Audit Committee Mahesh Thapaliya 40 Director Jianbo Sun 39 Director and Chair of Compensation Committee Background of Directors and Executive Officers Mr. Weihong Liu, Chief Executive Officer Mr. Weihong Liu has more than 10 years of investment and research experience in the fields of crypto assets and blockchain technology. Mr. Liu has conducted in-depth analysis and strategic layout of potential investment opportunities in crypto assets. In addition, Mr. Liu has innovative business plans in high-tech and rapidly growing artificial intelligence generated content businesses, and he has a deep understanding of compliance requirements, market insights, and product functionality. Mr. Liu has been equipped with abundant knowledge reserves and strong executive capability in the corporate culture construction field as well as relevant experience in building diverse corporate culture dissemination system. Mr. Liu holds a bachelor’s degree in Business Management from University of The West of England. Mr. Nan Ding, Chief Operating Officer Mr. Ding has over 24 years of operational management experience in industries such as cross-border investment, supply chain finance, equipment manufacturing, and international trade. From 2012 to 2023, Mr. Ding successively founded Japan Zhaoyuan Trading Co., Ltd. and Japan Toyo Trading Co., Ltd., specializing in cross-border investment and international trade of bulk commodities. From 2007 to 2012, Mr. Ding established Haimeng Tongshang Co., Ltd. and Haimeng New Energy Technology Co., Ltd., mainly engaged in the production and manufacturing of environmental protection industry and new energy equipment. Prior to this, Mr. Ding had 8 years of experience in municipal project engineering services. Mr. Ding holds a bachelor’s degree in International Economic Management from University of Science and Technology Beijing. Ms. Eve Chan, Chief Financial Officer Ms. Eve Chan is a member of Certified Public Accountants Australia with more than 15 years of experiences in accounting, audit and corporate experiences with several listed and private companies operating in USA, Hong Kong and Singapore. She has experience in a wide variety of industries, including Bitcoin mining, property development, property management, investment companies, general trading and manufacturing. Ms. Chan graduated with a bachelor’s degree from University of Sydney in 2005. From August 2018 to October 2022, Ms. Chan served as Assistant Vice President at RHB Investment Bank Limited, and was principally responsible for advising on corporate restructuring for private and public companies in Hong Kong, Singapore, and Malaysia. From November 2022 to September 2024, Ms. Chan served as Financial Controller at X Capital Investment PTE. LTD., responsible for accounting and financial affairs, corporate financing and compliance. 34 Hongliang Liu, Chief Technical Officer Dr. Liu, age 37, is a distinguished technical visionary with over a decade of experience in system development and software management. His expertise spans a wide array of cutting-edge fields, with a particular emphasis on SaaS (Software-as-a-Service) and next-generation MaaS (Model-as-a-Service) solutions, leveraging AI/ML models to drive enterprise digital transformation. Dr. Liu most recently served as a Technical Expert in the R&D division of Chint Group Corp. since 2022, where he spearheaded multiple high-priority initiatives and delivered groundbreaking solutions that set new industry benchmarks. Prior to this, from 2017 to 2021, he held the position as a Postdoctoral Researcher and Technical Lead at Ningshui Group, where he drove the development of advanced technologies and led his team to achieve significant breakthroughs. Dr. Liu obtained his Doctor of Philosophy degree (Ph.D.) in Electrical Engineering from the University of Technology of Compiègne, a prestigious member of the Sorbonne University Group in France, in 2017. His academic and professional achievements have earned him multiple patents, and enabled him to play a pivotal role in shaping industry standards through his contributions to standardization committees. Lichen Dong, Director, Chairman of the Board Mr. Lichen Dong has 15 years of work experience in the fields of investment, mergers and acquisitions, and finance, including corporate governance, fundraising, financial analysis, mergers and acquisitions, and complex international architecture construction. From 2022 to 2023, Mr. Dong served as a senior consultant for Future Dao Group, covering research and development of blockchain technology, clean energy application strategies, corporate governance, and capital restructuring and listing. Mr. Dong plays an indispensable role in formulating the company’s strategic decisions, leveraging his unique business model and business acumen. Mr. Dong worked at a confidential information research center from 2019 to 2021, dedicated to promoting the application of business models that combine digital assets with physical industries. Mr. Dong also worked at Hanergy Holding Group and Jinko Power Group, specializing in the development and management of renewable energy and power generation assets. Mr. Dong has established various innovative investment models in the new energy industry, making outstanding contributions to market expansion and risk control cost control in the company’s business management. Mr. Dong holds a bachelor’s degree from the School of Automation and Electrical Engineering at Beijing University of Aeronautics and Astronautics, and a master’s degree from the School of Electrical and Electronics Engineering at the University of Nottingham. Tian Yang, Director Mr. Tian Yang is an experienced and innovative marketing and communication professional, proficient in leveraging internet and AI technologies to create exceptional value in brand marketing, product promotion, and corporate communication. This expertise enables him to drive substantial growth and optimization for businesses in complex and dynamic market environments through his extensive leadership experience. The investment strategy plans he has led have been frequently cited as case studies by renowned business schools, benefiting the business growth and brand expansion of thousands of high-quality companies. Mr. Yang holds a bachelor’s degree in communication from Beijing Information Science and Technology University. Mahesh Thapaliya, Director Mr. Mahesh Thapaliya has over 12 years of international business work experience. Since 2020, he has served as the Business Director of One World Corporations. The work involves conducting business cooperation around key international projects, including infrastructure, energy, industrial investment, art and culture, trade, investment, and other industries. From 2013 to 2020, Mr. Mahesh works for Banner Electric Co. Ltd. and SINOPAK Electric Co. Ltd. He has extensive leadership experience in corporate technology brand marketing, internal control management, and corporate communication by providing services to multiple multinational corporations. Mr. Mahesh holds Master and Bachelor degree from Beihang University. 35 Jianbo Sun, Director Mr. Jianbo Sun is an entrepreneur, venture capitalist, and philanthropist with 16 years of experience in establishing, investing in, and operating the intelligent manufacturing industry. Since February 2012, Mr. Sun has served as the President of Orejia Group Co Limited, responsible for strategic planning, industrial investment, and financial financing. Has successful experience in business trend judgment, enterprise management, and capital operation. Prior to this, Mr. Sun had 3 years of industry research experience at CITIC Securities, with a focus on investment portfolios in energy management, real estate, construction, and agriculture. Mr. Sun attaches great importance to corporate social responsibility in business operations, actively participates in charitable and public welfare activities, has supported thousands of impoverished children, and has donated multiple times in large-scale natural disaster events. Mr. Sun holds a Bachelor’s degree in Business Administration from the University of International Business and Economics. Family Relationships None of the directors or executive officers at the Company have a family relationship as defined in Item 401 of Regulation S-K. Election of Officers Each of our directors is appointed to hold office until the next annual meeting of our shareholders, until his or her respective successor is elected and qualified, or until he or she resigns or is removed in accordance with the applicable provisions of Wyoming law. Our officers are appointed by our board of directors and hold office until removed by our board of directors or until their resignation. Board of Directors We currently have a board of directors consisting of four members, all of whom are “independent” as defined in Nasdaq Rule 5605. We expect that all current directors will continue to serve after this offering. The directors will be re-elected at our annual general meeting of shareholders. A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the directors. A general notice given to the directors by any director to the effect that 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 that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall 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 shall come before the meeting for consideration. Board Committees We have established three committees under the board of directors: Audit Committee, Compensation Committee and Nominating Committee. Each committee is governed by a charter approved by our board of directors. 36 Audit Committee Our Audit Committee consists of Tian Yang (Chair), Lichen Dong, Jianbo Sun, and Mahesh Thapaliya. Each member of the Audit Committee will satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market and meet the independence standards under Rule 10A-3 under the Exchange Act. The Audit Committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The Audit Committee is responsible for, among other things: ● selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by our independent registered public accounting firm; ● reviewing with our independent registered public accounting firm any audit problems or difficulties and management’s response and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K; ● discussing the annual audited financial statements with management and our independent registered public accounting firm; ● annually reviewing and reassessing the adequacy of our Audit Committee charter; ● meeting separately and periodically with the management and our independent registered public accounting firm; ● regularly reporting to the full board of directors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposure; and ● such other matters that are specifically delegated to our Audit Committee by our board of directors from time to time. Compensation Committee Our Compensation Committee consists of Jianbo Sun, (Chair), Lichen Dong, Tian Yang and Mahesh Thapaliya. Each of the Compensation Committee members satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market. Our Compensation Committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. No officer may be present at any committee meeting during which such officer’s compensation is deliberated upon. The Compensation Committee will be responsible for, among other things: ● reviewing and approving to the board with respect to the total compensation package for our most senior executive officers; ● approving and overseeing the total compensation package for our executives other than the most senior executive officers; ● reviewing and recommending to the board with respect to the compensation of our directors; ● periodically reviewing and approving any long-term incentive compensation or equity plans; ● selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and ● programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans. 37 Nominating Committee Our Nominating Committee consists of Lichen Dong (Chair), Jianbo Sun, Tian Yang and Mahesh Thapaliya. Each member of the Nominating Committee will satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market. The nominating committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The Nominating Committee will be responsible for, among other things: ● selecting and recommending to the board nominees for election by the shareholders or appointment by the board; ● annually reviewing with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; ● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and ● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. Involvement in Certain Legal Proceedings To the best of our knowledge, none of our directors and officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has been a party to any judicial or administrative proceeding during the past ten (10) years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Related Party Transactions,” our directors and officers have not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC. Code of Business Conduct and Ethics We have adopted a code of business conduct and ethics applicable to our directors, officers and employees. A copy of such code of conduct and ethics is available on our website at: http://www.nxtttech.com/h-col-120.html. Insider Trading Policy We have adopted an insider trading policy for directors, officers and employees of the Company that govern the purchase, sale and/or other dispositions of the Company’s securities and other securities by our directors, executive officers, employees and any member of his or her immediate family living in his or her household. A copy of such policy is filed hereto as Exhibit 19.1 and is incorporated herein by this reference. 38 Enforceability Given that most of our executives officers and current directors are based in the People’s Republic of China and/or Hong Kong, it may be difficult, if not impossible, to acquire jurisdiction over these persons in the event that a lawsuit is initiated against us and/or our officers and directors by a stockholder or group of stockholders in the United States. Also, it may be difficult to enforce judgments obtained in the U.S. courts based on civil liability provisions of the U.S. federal securities laws against us and/or our officers and directors who do not currently reside in the U.S. or have substantial assets in the U.S. In addition, there is uncertainty as to whether the courts of the People’s Republic of China would recognize or enforce judgements of U.S. courts against us, or such officers and directors predicted upon the civil liability provisions of the securities laws of the U.S. or any state. Board Diversity The Board of Directors does not have a formal policy with respect to Board nominee diversity. In recommending proposed nominees to the Board of Directors, the Nominating Committee is charged with building and maintaining a board that has an ideal mix of talent and experience to achieve our business objectives in the current environment. In particular, the Nominating Committee is focused on relevant subject matter expertise, depth of knowledge in key areas that are important to us, and diversity of thought, background, perspective and experience so as to facilitate robust debate and broad thinking on strategies and tactics pursued by us. The following table provides certain information regarding the diversity of our Board of Directors as of the date of this annual report. Board Diversity Matrix (As of the date of this annual report) Country of Principal Executive Offices: China Foreign Private Issuer No Disclosure Prohibited Under Home Country Law No Total Number of Directors 4 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 0 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction — LGBTQ+ — ITEM 11. EXECUTIVE COMPENSATION The following table sets forth certain information with respect to compensation for the years ended December 31, 2024 and 2023, earned by or paid to our chief executive officer and principal executive officer, our principal financial officer, and our other most highly compensated executive officers whose total compensation exceeded US$2,000 (the “named executive officers”). 39 Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Non-Equity Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Weihong Liu 2024 22,000 - - - - - 22,000 (1) CEO 2023 - - - - - - - Hechun Wei (2) 2024 - - - - - - Former CEO 2023 24,000 - - - - - 24,000 Eve Chan 2024 4,000 - - - - - 4,000 (3) CFO and Secretary 2023 - - - - - - Ken Tsang 2024 18,000 - - - - - 18,000 (4) Former CFO and Secretary 2023 2,000 - - - - - 2,000 Annie Huang (5) 2024 - - - - - - - Former CFO and Secretary 2023 24,000 - - - - - 24,000 Nan Ding 2024 24,000 - - - - - 24,000 COO 2023 - - - - - - - (1) Such amounts were accrued based on his appointment date in 2024. Mr. Weihong Liu was appointed as the CEO of the Company on January 31, 2024. (2) Mr. Hechun Wei was appointed as the CEO of the Company on December 21, 2022, and resigned from his position on December 28, 2023. (3) Such amounts were accrued based on her appointment date in 2024. Ms. Eve Chan was appointed as the CFO of the Company on October 21, 2024. (4) Such amounts were accrued based on his appointment date in 2024. Ms. Mr. Ken Tsang was appointed as the CFO of the Company on December 13, 2023, and resigned from his position on October 21, 2024. (5) Ms. Annie Huang was appointed as the CFO of the Company on November 29, 2022, and resigned from her position on December 13, 2023. Employment Agreements Our employment agreements with our officers generally provide employment for a specific term and set annual salaries, health insurance, pension insurance, paid vacation, and family leave time. The agreement may be terminated by either party as permitted by law. We have entered into an employment agreement with each of Lichen Dong, our Chairman, Tian Yang, Director, Mahesh Thapaliya, Director and Jianbo Sun, Director. Director Compensation The following table sets forth compensation information with respect to our non-executive directors during our fiscal year ended December 31, 2024. 40 Name Fees earned or paid in cash ($) Stock Awards ($) Option Awards ($) Non-equity incentive plan compensation ($) Change in pension value and nonqualified deferred compensation earnings All Other Compensation ($) Total ($) Lichen Dong 60,000 - - - - - 60,000 Tian Yang 10,000 - - - - - 10,000 (1) Mahesh Thapaliya 24,000 - - - - - 24,000 Jianbo Sun 24,000 - - - - - 24,000 (1) Such amounts were accrued based on his appointment date in 2024. Mr. Tian Yang was appointed as a director of the Company on August 9, 2024. The initial term on employment agreements shall automatically be extended on a yearly basis unless either party gives written notice to the other party 60 days prior to the expiration of the initial term stating that such party does not wish to extend the agreement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information with respect to beneficial ownership of our common stock as of the date of hereof by: ● Each person who is known by us to beneficially own more than 5% our outstanding common stock; ● Each of our director, director nominees and named executive officers; and ● All directors and named executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of shares of common stock beneficially owned by a person listed below and the percentage ownership of such person, common stock underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed outstanding but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all common stock shown as beneficially owned by them. Unless otherwise indicated in the footnotes, the address for each principal shareholder is in the care of our Company at No. Room 519, 05/f Block T3, Qianhai Premier Finance Centre Unit 2, Guiwan Area, Nanshan District, Shenzhen, People’s Republic of China. As of the date hereof, we have approximately 345 shareholders record on the book. 41 Executive Officers and Directors Amount of Beneficial Ownership of Common Stock (1) Percentage Ownership of Common Stock (2) Directors and Named Executive Officers: Weihong Liu - - Eve Chan - - Nan Ding - - Lichen Dong - - Tian Yang - - Mahesh Thapaliya - - Jianbo Sun - - All executive officers and directors as a group (7 persons) - - 5% or Greater Shareholders GLORIOUS SKYLINE LIMITED 1,250,950 17.93 % (1) Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the common stock. All shares represent only common stock held by shareholders as no options are issued or outstanding. (2) Calculation based on 6,976,410 shares of common stock issued and outstanding as of December 31, 2024. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE RELATED PARTY TRANSACTIONS Transactions with Related Persons No director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction during the last two fiscal years in which the amount involved 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 two completed fiscal years. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Our auditor for the fiscal year ended December 31, 2024, is JWF Assurance PAC. The Audit Committee has ratified JWF Assurance PAC, Independent Registered Public Accounting Firm, to audit our books, records and accounting for the year ended December 31, 2024. The aggregate fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows: Year Audit Fees Audit Related Fees Total Fees 2023 $ 170,000 $ 57,500 $ 227,500 2024 $ 249,500 $ 22,000 $ 271,500 Audit Fees : The aggregate fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K and other services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for those fiscal years. Audit-Related Fees : The aggregate fees billed for assurance and related services rendered by the former principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the previous item, Audit Fees. 42 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES The following documents are filed as part of this annual report: (1) Financial Statements ● Consolidated Balance Sheets at December 31, 2024 and 2023 ● Consolidated Statements of Operations and Comprehensive loss for the year ended December 31, 2024 and 2023 ● Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2024 and 2023 ● Consolidated Statements of Cash Flows for the year ended December 31, 2024 and 2023 ● Notes to the Consolidated Financial Statements (2) Financial Statement Schedules All schedules are omitted because they are not applicable, or not required, or because the required information is included in the financial statements or notes thereto. (3) Exhibits Exhibit No. Description 3.1 Amended and Restated Articles of Incorporation (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2024) 3.2 Second Amended Bylaws (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2023) 10.1 Employment Agreement by and between the Company and Weihong Liu (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2024) 10.2 Employment Agreement by and between the Company and Eve Chan (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2024) 10.3 Employment Agreement by and between the Company and Nan Ding (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2024) 10.4 Employment Agreement by and between the Company and Hongliang Liu (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2025) 10.5* Employment Agreement by and between the Company and Lichen Dong 10.6* Employment Agreement by and between the Company and Tian Yang 10.7 * Employment Agreement by and between the Company and Mahesh Thapaliya 10.8 * Employment Agreement by and between the Company and Jianbo Sun 19.1* Insider Trading Policy 21.1* List of Subsidiaries 43 31.1* Certification of Principal 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 Act of 2002 31.2* Certification of Principal 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 Act of 2002 32.1* Certification of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97* Company’s Compensation Recovery Policy 101 Financial statements of Next Technology Group Inc for the year ended December 31, 2024 and 2023 formatted in XBRL: (i) the Balance Sheet; (ii) the Statement of Income; (iii) Statement of Changes in Stockholders’ Equity; (iv) the Statement of Cash Flows; and (v) the Notes to the Financial Statements *** 101.INS Inline XBRL Instance Document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* * Filed herein. 44 SIGNATURES Pursuant 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 on its behalf by the undersigned, thereunto duly authorized. NEXT TECHNOLOGY HOLDING INC Dated: March 27, 2025 By: /s/ Liu Wei Hong Liu Wei Hong Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Dated: March 27, 2025 By: /s/ Eve Chan Eve Chan Chief Financial Officer, (Principal financial officer and principal accounting officer) 45 FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm-JWF Assurance PAC(PCAOB ID: 7095) F-2 Consolidated Balance Sheets at December 31, 2024 and 2023 F-3 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31,2024 and 202 3 F-4 Consolidated Statements of Change in Stockholders’ Equity for the years ended December 31, 2024 and 2023 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F-6 Notes to the Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Next Technology Holding Inc (Formerly known as “WeTrade Group, Inc.”) Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Next Technology Holding Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), consolidated statement of changes in stockholders’ equity, and consolidated statement of cash flows for each of the two years in the period ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /S/ JWF Assurance PAC We have served as the Company’s auditor since 2024. JWF Assurance PAC Singapore March 27, 2025 PCAOB ID Number 7095 F- 2 NEXT TECHNOLOGY HOLDING INC CONSOLIDATED BALANCE SHEETS (All amounts shown in U.S. Dollars) As of December 31, 2024 2023 Restated (a) ASSETS Current assets: Cash and cash equivalents $ 668,387 $ 668,387 Digital assets 78,322,430 35,137,576 Accounts receivable, net 1,800,000 1,000,000 Prepayments 12,125,500 12,125,500 Total current assets 92,916,317 48,931,463 Non-current assets: Investment in associate company - - Total non-current assets - - Total assets $ 92,916,317 $ 48,931,463 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 730,000 $ 800,000 Amount due to related parties 972,000 1,692,672 Income tax payable 130,415 130,415 Other payable 1,221,337 1,600,000 Total current liabilities 3,053,752 4,223,087 Non-current liabilities: Deferred tax liabilities 8,234,503 - Total non-current liabilities 8,234,503 - Total liabilities $ 11,288,255 $ 4,223,087 Stockholders’ Equity: Common stock: no par value; 6,976,410 and 2,625,130 issued and outstanding on December 31, 2024 and 2023, respectively* 71,718,790 56,348,650 Retained earnings/(accumulated deficit) 9,909,272 ( 11,640,274 ) Total Stockholders’ Equity $ 81,628,062 $ 44,708,376 Total Liabilities and Stockholders’ Equity $ 92,916,317 $ 48,931,463 (a) In July 2024, the Company dissolved its subsidiary, WeTrade Technology (Shanghai) Co., Ltd. in the PRC, which qualified as a discontinued operation under ASC 205-20. The Company retrospectively adjusted the above comparative consolidated balance sheets in prior year. (Note 17) * Share and per share amounts have been retroactively adjusted to reflect the reverse stock split effective from June 9, 2023 and issuance of new shares in September 2023. The accompanying notes are an integral part of these financial statements. F- 3 NEXT TECHNOLOGY HOLDING INC CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (All amounts in US$, except share data) For the year ended December 31, 2024 2023 Restated (a) Revenue:   Service revenue (including related party amounting of nil and nil for the fiscal year ended December 31, 2024 and 2023) $ 1,800,000 $ 2,500,000 Cost of revenue (including related party amounting of nil and nil for the fiscal year ended December 31, 2024 and 2023) ( 730,000 ) ( 1,070,864 ) Gross Profit 1,070,000 1,429,136 Operating expenses General and administrative expenses ( 1,086,804 ) ( 2,666,238 ) Total operating expenses ( 1,086,804 ) ( 2,666,238 ) Loss from operations ( 16,804 ) ( 1,237,102 ) Impairment of long-term investment ( 13,396,000 ) - Other income, net 43,190,557 4,387,976 Income before income taxes $ 29,777,753 $ 3,150,874 Income tax expense ( 8,234,503 ) ( 130,415 ) Net income from continuing operation 21,543,250 3,020,459 Net income/(loss) from discontinued operation 6,296 ( 12,945,875 ) Total comprehensive income/(loss) $ 21,549,546 $ ( 9,925,416 ) Net income per share, basic and diluted from continuing operation 3.7 2.0 Net income/(loss) per share, basic and diluted from discontinued operation - ( 8.4 ) Weighted average number of shares outstanding*; Basic and diluted 5,775,647 1,541,650 (a) In July 2024, the Company dissolved its subsidiary, WeTrade Technology (Shanghai) Co., Ltd. in the PRC, which qualified as a discontinued operation under ASC 205-20. The Company retrospectively adjusted the above comparative consolidated statements of operations and comprehensive income (loss) in prior year. (Note 17) * Share and per share amounts have been retroactively adjusted to reflect the reverse stock split effective from June 9, 2023 and issuance of new shares in September 2023. The accompanying notes are an integral part of these financial statements. F- 4 NEXT TECHNOLOGY HOLDING INC CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the Years Ended December 31, 2024 and 2023 (All amounts in US$, except share data) Common Share (Accumulated Deficits)/ Retained Accumulated Other Comprehensive Total Shareholder Shares* Amount Earnings Income Equity Balance as of December 31, 2022 1,054,530 $ 43,732,196 $ ( 1,714,858 ) $ ( 310,576 ) $ 41,706,762 Stock issued during the year 1,570,600 12,616,454 - - 12,616,454 Foreign currency translation adjustment (restated (a) ) - - - 310,576 310,576 Net income for the year (restated (a) ) - - 3,020,459 - 3,020,459 Loss from discontinued operation (restated (a) ) - - ( 12,945,875 ) - ( 12,945,875 ) Balance as of December 31, 2023 (restated (a) ) 2,625,130 $ 56,348,650 $ ( 11,640,274 ) $ - $ 44,708,376 Issuance of ordinary shares to advisors and former executives 411,280 1,974,140 1,974,140 Issuance of ordinary shares for the acquisition of an associate company 3,940,000 13,396,000 13,396,000 Net income for the year - - 21,543,250 - 21,543,250 Gain from discontinued operation - - 6,296 - 6,296 Balance as of December 31, 2024 6,976,410 $ 71,718,790 $ 9,909,272 $ - $ 81,628,062 (a) In July 2024, the Company dissolved its subsidiary, WeTrade Technology (Shanghai) Co., Ltd. in the PRC, which qualified as a discontinued operation under ASC 205-20. The Company retrospectively adjusted the above comparative statements of change in stockholders’ equity in prior year. (Note 17) * Share and per share amounts have been retroactively adjusted to reflect the reverse stock split effective from June 9, 2023 and issuance of new shares in September 2023. The accompanying notes are an integral part of these financial statements. F- 5 NEXT TECHNOLOGY HOLDING INC CONSOLIDATED STATEMENTS OF CASH FLOWS (All amounts in US$, except share data) For the year ended December 31, 2024 2023 Restated (a) Cash Flows from Operating Activities: Net income from continuing operation $ 21,543,250 $ 3,020,459 Net income/ (loss) from discontinued operation 6,296 ( 12,945,875 ) Fair value gain on digital asset ( 43,184,854 ) ( 10,147,576 ) Impairment of long-term investment 13,396,000 - Deferred tax expenses 8,234,503 - Loss on amount due from a related party - 5,805,500 Changes in Operating Assets and Liabilities: Accounts receivable ( 800,000 ) ( 1,000,000 ) Prepaid expenses - 50,000 Accounts payable ( 70,000 ) 800,000 Tax payable - 130,415 Director fee payable 168,000 34,000 Other payable 706,805 1,550,000 Net cash flows used in continued operating activities: - ( 12,703,077 ) Net cash flows provided by discontinued operating activities: - 32,909,276 Net cash flows provided by operating activities: - 20,206,199 Cash flow from Investing activities: Prepayment for digital assets - ( 12,125,500 ) Acquisition for digital assets - ( 24,990,000 ) Net cash flow used in continued investing activities: - ( 37,115,500 ) Net cash flows provided by discontinued investing activities: - 4,500,000 Net cash flows used in investing activities: - ( 32,615,500 ) Cash flow from financing activities: Proceeds from issuance of common stock - 12,616,454 Loans from former executives - 438,308 Net cash provided by continued financing activities - 13,054,762 Net cash provided by discontinued financing activities: - - Net cash provided by continued financing activities: - 13,054,762 Change in Cash and Cash Equivalents: - 645,461 Cash and Cash Equivalents, Beginning of Year 668,387 22,926 Cash and Cash Equivalents, End of Year $ 668,387 $ 668,387 Supplemental Cash Flow Information: Cash paid for interest $ - $ - Cash paid for income taxes $ - $ - Supplemental disclosure of non-cash financing activities: Repayment of other payable through issuance of common stock $ 1,380,000 $ - Repayment of former executives through issuance of common stock $ 594,140 $ - Received of operating assets and repayment of liabilities through former executives $ 477,817 $ 438,308 (a) In July 2024, the Company dissolved its subsidiary, WeTrade Technology (Shanghai) Co., Ltd. in the PRC, which qualified as a discontinued operation under ASC 205-20. The Company retrospectively adjusted the above comparative statements of cash flows in prior year. (Note 17) The accompanying notes are an integral part of these financial statements. F- 6 Next Technology Holding Inc (Formerly known as WeTrade Group Inc) Notes to Consolidated Financial Statements NOTE 1 – NATURE OF BUSINESS Next Technology Holding Inc (Formerly known as “WeTrade Group, Inc”) (the “Company”) was incorporated in the State of Wyoming on March 28, 2019 . As of December 31, 2024, the Company pursue two corporate strategies. One business strategy is to continue providing software development services, and the other strategy is to acquire and hold Bitcoin. Software development The Company provides AI-enabled software development services to our customers, which includes developing, designing, and implementing various SAAS software solutions for businesses of all types, including industrial and other businesses. Bitcoin Acquisition Strategy The Company’s Bitcoin acquisition strategy generally involves acquiring Bitcoin with our liquid assets that exceed working capital requirements, and from time to time, subject to market conditions, issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase Bitcoin. The Company views our Bitcoin holdings as held for trading and expect to continue to accumulate Bitcoin, when its price is low and expect to sell when its price is high. The Company has not established any specific targets for the amount of Bitcoin it aims to hold or sell. The Company will continue to monitor market conditions in determining whether to engage in additional financing to purchase additional Bitcoin if the Company expect its price will be continue to rise. This overall strategy also contemplates that the Company may (i) periodically sell Bitcoin for general corporate purposes, including to generate cash for treasury management or in connection with strategies that generate tax benefits in accordance with applicable law, (ii) enter into additional capital raising transactions that are collateralized by our Bitcoin holdings, and (iii) consider pursuing additional strategies to create income streams or otherwise generate funds using our Bitcoin holdings. The Company believe that, due to its limited supply, Bitcoin offers the opportunity for appreciation in value if its adoption increases and has the potential to serve as a hedge against inflation in the long-term. The following table provides a reconciliation of our Bitcoin holdings, along with additional details regarding the Company’s Bitcoin purchases and the fair value changes in digital asset during the year: Digital asset original cost basis Fair value change in digital asset Digital asset fair value Number of Bitcoin held Balance on December 31, 2022 - - - - Digital asset purchase $ 24,990,000 - $ 35,137,576 833 Fair value gain on digital asset - $ 10,147,576 - - Balance on December 31, 2023 $ 24,990,000 $ 10,147,576 $ 35,137,576 833 Fair value gain on digital asset - $ 43,184,854 $ 43,184,854 - Balance on December 31, 2024 $ 24,990,000 $ 53,332,430 $ 78,322,430 833 F- 7 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. (b) Consolidation The Company’s consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. (c) Use of Estimates and Assumptions The preparation of financial statements in conformity with US GAAP requires management to make judgement estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management believes that the estimates used in preparing the financial statements are reasonable and prudent; however, actual results could differ from these estimates. Significant accounting estimates include the allowance for expected credit loss, valuation of deferred tax assets, and certain accrued liabilities such as contingent liabilities. (d) Fair Value Measurements The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. F- 8 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (e) Functional Currency and Foreign Currency Translation The accompanying consolidated financial statements are presented in US$. The functional currency of the Company and the Company’s subsidiaries is the United States dollar (“US$”). Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Financial assets and liabilities denominated in other than the functional currency are re-measured at the balance sheet date exchange rate. The resulting exchange differences are recorded in the consolidated statements of comprehensive loss as foreign exchange related gain / loss. (f) Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with a maturity period of three months or less to be cash or cash equivalents. The carrying amounts reported in the accompanying consolidated balance sheets for cash and cash equivalents approximate their fair value. All of the Company’s cash that is held in bank accounts in Hong Kong are not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance. (g) Goodwill and Other - Crypto Assets In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which establishes accounting guidance for crypto assets meeting certain criteria. Bitcoin meets these criteria. The amendments require crypto assets to meet the criteria to be recognized at fair value with changes recognized in net income each reporting period. Upon adoption, a cumulative-effect adjustment is made to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. ASU 2023-08 is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The Company has early applied ASU 2023-08 and measured crypto assets (presented as digital assets) at fair value with changes recognized as “other income” in net income this period. The following table summarizes the Company’s digital assets holdings as of: December 31, 2024 December 31, 2023 Approximate number of bitcoins held 833 833 Digital assets carrying value $ 78,322,430 $ 35,137,576 Gain on digital assets during the year $ 43,184,854 $ 10,147,576 As of December 31,2024, the Company had approximately 833 bitcoins which had a carrying value of approximately $ 78.32 million. F- 9 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (h) Accounts receivable, net Accounts receivable represents those receivables derived in the ordinary course of business, net of an allowance for any potentially uncollectible amounts. The Company makes estimates of expected credit and collectability trends for the allowance for credit losses based upon its assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions that may vary by geography, customer-type, or industry sub-vertical, and other factors that may affect its ability to collect from customers. Expected credit losses are recorded as general and administrative expenses on our consolidated statements of comprehensive loss. Although the Company has historically not experienced significant credit losses, they may experience increasing credit loss risks from accounts receivable in future periods if its customers are adversely affected by economic pressures or uncertainty associated with local or global economic recessions, or other customer-specific factors, and actual experience in the future may differ from their past experiences or current assessment. As of December 31, 2024 and 2023, accounts receivable from customers amounted to $ 1,800,000 and $ 1,000,000 respectively, there is no allowance provided as the receivables has been received as of audit report date. (i) Investment in associate company Investment in associate companies, where the company has significant influence but do not control the investee, is accounted for using the equity method. In accordance with ASC Topic 323 (“ASC 323”), “Investments—Equity Method and Joint Ventures,” the Company applies the equity method of accounting to its investment in entities over which it can exercise significant influence but does not hold a majority equity interest or control. Under this method, the initial investment is recorded at cost, and the carrying amount is subsequently adjusted to recognize the Company’s share of the investee’s net income or loss. Additionally, any dividends received from the associate reduce the carrying amount of the investment. the Company evaluates these investments for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Any impairment losses deemed other-than-temporary are recognized in the consolidated financial statements. Management regularly evaluates the impairment of these investments based on performance and financial position of the investee as well as other evidence of market value. Such evaluation includes, but is not limited to, reviewing the investee’s cash position, recent financing, projected and historical financial performance, cash flow forecasts and financing needs. An impairment loss is recognized in earnings equal to the excess of the investment’s cost over its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value would then become the new cost basis of investment. The Company evaluates the equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when determining whether an investment has been other than temporarily impaired, includes, but not limited to, the length of the time and the extent to which the market value has been less than cost, the financial performance and near term prospect of the investee, and the Company’s intent and ability to retain the investment until the recovery of its cost. An impairment loss on the equity method investments is recognized in earnings when the decline in value is determined to be other-than-temporary. F- 10 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (j) Revenue Recognition The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. Software development revenue recognition Revenue recognition for software development are recognized based on the completion method. The Company recognize revenue of software development when software development services are completed and rendered to our customers in an amount that reflect in the contract the Company expect to be entitled to for the software development services. (k) Software Development Costs The Company apply ASC 985-20, Software—Costs of Software to Be Sold, Leased, or Marketed, in analyzing our software development costs. ASC 985-20 requires the capitalization of certain software development costs subsequent to the establishment of technological feasibility for a software product in development. Research and development costs associated with establishing technological feasibility are expensed as incurred. Based on our software development process, technological feasibility is established upon the completion of a working model. In addition, the Company apply this to our review of development projects related to software used exclusively for our SaaS subscription offerings. In these reviews, all costs incurred during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the projects will meet functional requirements, costs are capitalized. (l) General and administrative expenses General and administrative expenses also consist of (i) salary and welfare for general and administrative personnel, (ii) office expense, (iii) professional service fees and others. (m)Income Tax Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. F- 11 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company has a subsidiary in Hong Kong and BVI. The Company is subject to tax in Hong Kong and BVI jurisdictions. As a result of its future business activities, the Company will be required to file tax returns that are subject to examination by the Inland Revenue Authority of Hong Kong. (n) Capital Structure The Company currently has unlimited authorized shares of $ 0.00 par value common stock, with 6,976,410 and 2,625,130 shares issued and outstanding as of December 31, 2024 and 2023. (o) Related parties Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation. (p) Dividends Dividends are recognized when declared. No dividends were declared for the years ended December 31, 2024 and 2023, respectively. The Company does not have any present plan to pay any dividends on ordinary shares in the foreseeable future. The Company currently intends to retain the available funds and any future earnings to operate and expand its business. (q) Leases In accordance with ASC Topic 842, Leases (“ASC 842”), the Company, using the modified retrospective transition approach through a cumulative-effect adjustment in the period of adoption rather than retrospectively adjusting prior periods and the package of practical expedients, categorizes leases with contractual terms longer than twelve months as either operating or finance lease. However, the Company has no finance leases for any of the periods presented. Right-of-use (“ROU”) assets represent the Company’s rights to use underlying assets for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term, reduced by lease incentives received, plus any initial direct costs, using the discount rate for the lease at the commencement date. As the implicit rate in lease is not readily determinable for the Company’s operating leases, the Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. the Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. the Company accounts for lease and non-lease components separately. F- 12 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (r) Earning / (loss) Per Share Basic net income per share of common stock attributable to common stockholders is calculated by dividing net income attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based awards, warrants, options, or convertible debt using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net income per share of common stock attributable to common stockholders when their effect is dilutive. (s) Commitments and Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations and shareholder lawsuits. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. (t) Recently Issued and Adopted Financial Accounting Standards In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. The Company adopted ASU 2023-07 during the year ended December 31, 2024. See Note 14 Segment and Geographic Information in the accompanying notes to the consolidated financial statements for further detail. F- 13 NOTE 3 – CASH AND CASH EQUIVALENTS As of December 31, 2024 and 2023, the Company held cash in bank amounting to $ 668,387 which consists of the following: December 31, 2024 December 31, 2023 Bank Deposits- Outside USA $ 668,387 $ 668,387 NOTE 4 – DIGITAL ASSETS As of December 31, 2024 and 2023, digital assets holdings are as follows: December 31, 2024 December 31, 2023 Opening balance $ 35,137,576 $ - Purchase of BTC - 24,990,000 Fair value gain on digital assets 43,184,854 10,147,576 Ending balance $ 78,322,430 $ 35,137,576 During the year ended December 31, 2023, the Company acquired 833 Bitcoin (BTC) at a total cost of $ 24,990,000 . For the year ended December 31, 2023 and 2024, the Company recognized unrealized gain of $ 10,147,576 and $ 43,184,854 , respectively, which are recorded under "Other Income" in the consolidated financial statements. As of December 31, 2024, the Company recognized unrealized gain of $ 53,332,430 on digital assets which is included in fair value gain on digital assets. The Company computed gains and losses on BTC based on specific identification measurement, which is based on the difference between the cost of BTC held in end of each reporting period and the lowest bid quoted (unadjusted) prices in end of each reporting period. Digital assets are available for sales and there is no term of maturity, it will be held for trading and can be sold at any time. The Company expects to continue to accumulate Bitcoin, when its price is low and expect to sell when its price is high. BTC Trading Contract As previously disclosed in a Form 8-K filed on September 28, 2023, the Company entered into a BTC Trading Contract (the “BTC Contract”) with an autonomous organization (the “Association Seller”), which supports its members in the sale of BTC. While the Association Seller provides services to facilitate the sale of BTC by its members, it does not exert control over them by ownership or contract, nor does it make decisions for its members relating to the sale of BTC. None of the members of the Association Seller hold equity, serve as director or officer, or otherwise have voting power or management rights of the Association Seller. F- 14 Under the BTC Contract, the Company has the right to purchase up to 6,000 BTC from the members of the Association Seller (each, a “BTC Seller”) through the Association Seller at a locked price of $ 30,000 /BTC over a 12-month period commencing on September 25, 2023, with payment to be made in the form of cash or the Company’s shares. Although the BTC Contract states that the Association Seller (Party B) “owns the virtual currency”, to our knowledge, this statement was mistakenly made. As of the date of the BTC Contract, it were the individual members of the Association Seller, not the Association Seller itself, who own the BTC to be sold under the BTC Contract. The Company believe the Association Seller will coordinate with its members to fulfill the Company’s purchase of BTC, however, the Company cannot guarantee that the Company will be able to purchase BTC from the BTC Sellers. The BTC Contract was entered into solely between the Company and the Association Seller and no BTC Sellers owe any legal obligation to the Company in connection with the purchase and sale of BTC. Following the execution of the BTC Contract, the Company purchased 833 BTC from the BTC Sellers and decided to purchase an additional 1,000 BTC (the “ 1,000 BTC Purchase”). As of December 31, 2023, the Company made a prepayment to the BTC Sellers through the Association Seller of approximately $ 12,125,500 (the “Prepayment Amount”), representing 40 % of the total purchase price for 1000 BTC. The prepayment was made to secure favorable pricing and demonstrate the Company’s commitment to completing the 1,000 BTC Purchase. This prepayment is refundable if the 1,000 BTC Purchase is not completed. While negotiating the terms of the 1,000 BTC Purchase with the BTC Sellers, the Company decided to exercise its right under the BTC Contract to purchase 5,000 BTC (the “5,000 BTC Purchase”), which includes the previously planned 1,000 BTC. To reflect the then price increase in BTC and finalize the transaction details of the 5,000 BTC Purchase, the Company and the Association Seller entered into that certain Amendment Agreement (the “Amendment Agreement”) on May 2, 2024, which was previously disclosed in a Form 8-K filed by the Company on May 6, 2024. According to the Amendment Agreement, the Company agreed to pay the aggregate price for the 5,000 BTC through the issuance of 40,000,000 shares of the Company’s common stock (the “Common Stock”) valued at $ 3.75 per share, which was the closing market price of the Common Stock as of May 1, 2024 (the “Then FMV”) and warrants to purchase 80,000,000 shares of the Common Stock with the exercise price of $ 2.6 per share (equal to 70 % of the Then FMV). In connection with the 5,000 BTC Purchase, on May 8, 2024, the Company filed a Preliminary Information Statement on Schedule 14C (the “Preliminary 14C”). Subsequently, the Company decided to cease pursuing the 5,000 BTC Purchase due to the market fluctuations in BTC and further discussions with the BTC Sellers, which was previously disclosed on a Form 8-K filed by the Company on June 26, 2024. Amended and Restated BTC Trading Contract On September 24, 2024, the Company and the Association Seller entered into an Amended and Restated BTC Trading Contract (the “Amended BTC Contract”), which amended and restated the BTC Contract. Under the Amended BTC Contract, the Company is entitled to purchase up to 5,167 BTC (the “Total BTC”) from the BTC sellers set forth on Schedule I to the Amended BTC Contract (the “Schedule I BTC Sellers”) through the Association Seller at a purchase price of US$ 30,000 per BTC (subject to an additional purchase price by issuance of warrants to purchase shares of Common Stock at a nominal exercise price as described below) over a 12-month period commencing on the date of the Amended BTC Contract. The purchase price for the Total BTC will be paid by the Company in cash or shares of Common Stock. Although the Amended BTC Contract states that the Association Seller (Party B) “owns the virtual currency”, to our knowledge, this statement was mistakenly made. As of the date of the Amended BTC Contract, it were the Schedule I BTC Sellers who are the individual members of the Association Seller, not the Association Seller itself, who own the BTC to be sold under the Amended BTC Contract. F- 15 NOTE 4 – DIGITAL ASSETS (CONTINUED) To our knowledge, the Association Seller entered into a cooperation agreement with each Schedule I BTC Sellers (the “Cooperation Agreement”) on the same day when the Amended BTC Contract was entered. Under the Cooperation Agreement, each Schedule I BTC Seller agrees to transfer a specified number of BTC (as set forth in the Cooperation Agreement) to a BTC wallet address designated by the Association Seller for the transactions contemplated under the Amended BTC Contract. Completion of the Acquisition At the time when the Amended BTC Contract was signed, the Company indicated its intent to exercise the option to purchase 5,000 Bitcoin out of the Total BTC pursuant to the Amended BTC Contract (the “Amended 5,000 BTC Transaction”). According to the terms of the Amended BTC Contract, the previously-made prepayment amount of $ 12,125,500 was applied towards the total purchase price for the Amended 5,000 BTC Transaction and the Company paid the remaining balance through (i) the issuance of 135,171,078 shares of Common Stock (the “Shares”) valued at $ 1.02 per share and (ii) the issuance of warrants to purchase 294,117,647 shares of Common Stock at a nominal exercise price of nil (the “Warrants”, and the shares issuable under the Warrants, the “Warrant Shares”). Using the same per share valuation, the Warrants were worth approximately $ 300,000,000 . The exercise period for each Warrant is five (5) years from the initial exercise of such Warrant. On March 12, 2025, the Company consummated the Amended 5,000 BTC Transaction pursuant to which the Company acquired 5,000 Bitcoin and in exchange it issued the Shares and the Warrants. Concurrently with the issuance of the Warrants, the Schedule I BTC Sellers indicated to the Company of their intent to immediately exercise the Warrants to purchase all of the Warrant Shares thereunder. Accordingly, the Company issued to each Schedule I BTC Seller the respective Warrant Shares at the Closing Date. The total outstanding shares of the Company increased to 436,265,135 shares on the same date. As of the transaction date, the market price is $ 0.34 per share and total consideration for acquisition of 5,000 Bitcoin is $ 158.08 million. As of the completion date of this acquisition, the market price of Bitcoin had increased to $ 83,085 per BTC. Consequently, the total value of the Company′s Bitcoin holdings reached to $ 415.43 million. The acquisition represents a significant step in the Company’s digital asset strategy. NOTE 5 – PREPAYMENTS As of December 31, 2024 and 2023, prepayments consist of the following: December 31, 2024 December 31, 2023 Prepayment for digital assets $ 12,125,500 $ 12,125,500 As of December 31, 2024, a prepayment of approximately $ 12,125,500 , representing 40 % of the total purchase price for 1000 BTC, has been made. For details, please refer to “NOTE 4 – DIGITAL ASSETS–BTC Trading Contract”. F- 16 NOTE 6 – ACCOUNTS RECEIVABLE, NET As of December 31, 2024 and 2023, accounts receivable are related to the services fee receivable from customers as follows: December 31, 2024 December 31, 2023 Restated Accounts Receivable $ 1,800,000 $ 1,000,000 Less: Allowance for credit loss - - Accounts Receivable, net $ 1,800,000 $ 1,000,000 The Company does not require collateral for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses. The Company records the allowance against expected credit loss expense through the consolidated statements of operations, included in general and administrative expenses, up to the amount of revenues recognized to date. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success. NOTE 7 – INVESTMENT As of December 31, 2024, investment consist of the following: December 31, 2024 December 31, 2023 Investment in an associate company $ 13,396,000 $ - Impairment of the investment ( 13,396,000 ) - $ - $ - In April 2024, there are 3,940,000 shares issued with the total amount of $ 13,396,000 for the acquisition of 20 % of associate company. The officers, directors and selling shareholders of associate company are not related party and independent with each other, which are not acting in concert with others. Investment in associate company that the Company has significant influence but do not have control over the investee are accounted for under the equity method. The Company periodically review the investment for impairment. The initial measurement and periodic subsequent adjustments of the investment are calculated by applying the ownership percentage to the net assets or equity of the partially owed entity under ASC 323. The Company has conducted an impairment test on this long-term equity investment in accordance with ASC323 and has fully provided for impairment losses. F- 17 NOTE 8 – AMOUNT DUE TO RELATED PARTIES December 31, 2024 December 31, 2023 Restated Director fee payable $ 972,000 $ 804,000 Amount due to former executives - 606,137 Related parties payable - 282,535 Total $ 972,000 $ 1,692,672 As of December 31, 2024 and 2023, the director fee payable of $ 972,000 and $ 804,000 represented the accrual of director fees from the appointment date to December 31, 2024. As of December 31, 2024 and 2023, the amount due to former executives of nil and $ 606,137 represented advances and professional expenses paid on behalf by former executives, which consist of audit fees, lawyers’ fee and other professional expenses. As of December 31, 2024 and 2023, the amount due to related parties is nil and $ 282,535 , respectively. The amount due to related parties are interest-free and have no fixed terms of repayment. On April 10, 2024, the Company settled $ 594,140 of other payables owed to former executives by issuing 123,780 shares. An additional $ 11,997 was waived as part of the settlement. NOTE 9 – OTHER PAYABLES As of December 31, 2024 and 2023, other payable consist of unpaid professional fee as follow: December 31, 2024 December 31, 2023 Professional fees and operating expenses (1) $ 460,985 $ 1,600,000 Short term loans (2) 760,352 - Total $ 1,221,337 $ 1,600,000 (1): The professional fees balance of $ 460,985 and $ 1,600,000 as of December 31, 2024 and 2023 included outstanding legal fees in relation to shareholders’ litigation, BTC consultant fee, audit fee, listing compliance fee owing to professional parties and operating expenses. (2): The Company borrowed funds from former executives and a third party to cover daily operational expenses. The payable is unsecured, interest-free, and is expected to be repaid either in cash or through the issuance of the Company’s common stock, subject to mutual agreement between the parties. Repayment is anticipated to occur once the bank accounts are restored to normal operating status. F- 18 NOTE 10 – SHAREHOLDERS’ EQUITY The Company has an unlimited number of authorized ordinary shares and has issued 6,976,410 shares with no par value as of December 31, 2024. On March 29, 2019, the Company issued 100,000,000 shares with no par value to thirty-three founders. On September 3, 2019, the Company issued a total 74,000 shares at $ 3 each to 5 non-US shareholders. The total outstanding shares has increased to 100,074,000 shares as of December 31, 2019. In February 2020, 1,666,666 shares were issued at $ 3 per share to 2 new shareholders. On July 10, 2020, the Company issued another 26,000 shares at $ 3 per share to 2 new shareholders and the total outstanding shares has increased to 101,766,666 shares. On September 15, 2020, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 3 for 1 forward stock split . The total issued and outstanding shares of the Company’s common stock has been increased from 101,766,666 to 305,299,998 shares, with the par value unchanged at zero. On September 21, 2020, there are 151,500 shares issued at $ 5 per share to 303 new shareholders, the Company’s common stock issued has been increased to 305,451,498 shares as of December 31, 2020. On April 13, 2022, the Company and 15 shareholders entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”), pursuant to which Company and the 15 Shareholders have cancelled 120,418,995 shares of Common Stock (“Cancellation Shares”). Upon completion of the transaction, the outstanding shares of the Company’s Common Stock has been decreased from 305,451,498 shares to 185,032,503 shares as of June 30, 2022. On July 21, 2022, the Company completed uplisting of its common stock to the Nasdaq Capital Market, and the closing of its public offering of 10,000,000 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 of $ 2,942,824 . The shares were priced at $ 4.00 per share, and the offering was conducted on a firm commitment basis. The shares continue to trade under the stock symbol “WETG.” The Company’s total issued and outstanding common stock has been increased to 195,032,503 shares after the offering. On July 22, 2022, the Company issued 25,000 shares of common stock to certain service providers for services in connection with the public offering, the fair value of the share was $ 477,500 . The Company’s total issued and outstanding common stock has been increased to 195,057,503 shares in 2022. On June 9, 2023, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 1 for 185 reverse stock split (“Reverse Stock Split”). The total issued and outstanding shares of the Company’s common stock decreased from 195,057,503 to 1,054,530 shares, with the par value unchanged at zero. In September 2023, there were 1,570,600 shares issued with the total amount of $ 12,616,454 , and the Company’s common stock issued has been increased to 2,625,130 shares as of December 31, 2023. In April 2024, there are 3,940,000 shares issued with the total amount of $ 13,396,000 for the acquisition of 20 % of associate company. F- 19 NOTE 10 – SHAREHOLDERS’ EQUITY (CONTINUED) On April 9, 2024, an addition of 411,280 shares were converted to equity from loan and outstanding professional fee with the amount of $ 1,974,140 at the conversion price of $ 4.80 per share based on average price of last 10 trading days. These loans are related to the long outstanding salaries, professional fee, litigation lawyer fees and BTC consultant fee paid by former executives on behalf of the Company. The amount due to related parties is interest free, unsecured and has no fixed repayment period. Prior to the loan conversion to equity, the amount of $ 1,974,140 is recorded as current liabilities. Subsequent to loan to equity conversion, the amount of $ 1,974,140 was converted to 411,280 shares and recorded in stockholders’ equity as follows: Nature of loan: Amount: Conversion price: Number of shares converted: Financial impact of conversion: Advance from shareholders to pay outstanding legal fee, salaries, Edgar filing fee, audit fee, which accumulated from January 2023 to March 2024. $ 594,140 $ 4.80 123,780 shares Reclassification from amount due to related parties to equity Accounting and compliance fee, which accumulated from January 2023 to March 2024. $ 420,000 $ 4.80 87,500 shares Reclassification from other payables to equity Legal advisory fee in relation to BTC transaction which accumulated from January 2023 to March 2024. $ 480,000 $ 4.80 100,000 shares Reclassification from other payables to equity BTC Consultant fee, which accumulated from January 2023 to March 2024. $ 480,000 $ 4.80 100,000 shares Reclassification from other payables to equity Total $ 1,974,140 411,280 shares As of December 31, 2024, the Company’s common stock issued has been increased to 6,976,410 shares. In March 2025, there are 135,171,078 shares and 294,117,647 warrants issued with the total amount of $ 158.08 million for acquisition of 5,000 Bitcoin. Concurrently with the issuance of the Warrants, the Schedule I BTC Sellers indicated to the Company of their intent to immediately exercise the Warrants to purchase all of the Warrant Shares thereunder. Accordingly, the Company issued to each Schedule I BTC Seller the respective Warrant Shares at the Closing Date. On March 12, 2025, the total outstanding shares of the Company increased to 436,265,135 shares. F- 20 NOTE 11. REVENUE The Company is in the business of providing AI-enabled software development services for industrial and other customers. As of December 31, 2024 and 2023, the Company generated revenue from software development services amounting to $ 1,800,000 and $ 2,500,000 as follow: For the year ended December 31, 2024 2023 Restated AI Software development and industrial SAAS business $ 1,800,000 $ 2,500,000 NOTE 12 – INCOME TAXES The Company is subject to U.S. Federal tax laws at a tax rate of 21 %. There is one subsidiary incorporated in Hong Kong and are subject to Hong Kong profits tax at a tax rate of 16.5 %. The Company owns a subsidiary incorporated in the British Virgin Islands (BVI). Under the current tax laws of BVI, the subsidiary is not subject to income. The following table reconciles the statutory rate to the Company’s effective tax rate: For the year ended December 31, 2024 2023 US Statutory income tax rates 21.0 % 21.0 % Changes in valuation allowance 6.7 % ( 16.9 )% 27.7 % 4.1 % Composition of income tax expense The current and deferred portions of income tax expense included in the consolidated statements of comprehensive loss are as follows: For the year ended December 31, 2024 2023 Current income tax expense $ - $ 130,415 Deferred income tax expense 8,234,503 - Total $ 8,234,503 $ 130,415 F- 21 Note 13 – BASIC AND DILUTED NET INCOME (LOSS) PER SHARE Basic loss per share and diluted loss per share have been calculated in accordance with ASC 260 on computation of earnings per share for the years ended December 31, 2024 and 2023 as follows: Potential dilutive securities are excluded from the calculation of diluted EPS in loss periods as their effect would be anti-dilutive. For the year ended December 31, 2024 2023 Restated Statement of Operations Summary Information: Net income from continued operation $ 21,543,250 $ 3,020,459 Weighted-average common shares outstanding - basic and diluted 5,775,647 1,541,650 Net income per share, basic and diluted from continued operation $ 3.7 $ 2.0 Net income/(loss) from discontinued operation $ 6,296 $ ( 12,945,875 ) Weighted-average common shares outstanding - basic and diluted 5,775,647 1,541,650 Net income/(loss) per share, basic and diluted from discontinued operation $ - $ ( 8.4 ) As of December 31, 2024 and 2023, there were no potentially dilutive shares. NOTE 14- SEGMENT INFORMATION The Company operates as one operating segment. The Company's chief operating decision maker ("CODM") is its co-chief executive officers, who review financial information presented on a consolidated basis. The CODM uses consolidated net income to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating decisions, such as the determination of the rate at which the Company seeks to grow net income and the allocation of budget between cost of revenues and general and administrative expenses. NOTE 15 – COMMITMENTS AND CONTINGENCIES The Company did not have any significant capital or other commitments or guarantees or contingencies as of December 31, 2024 and 2023. NOTE 16– SUBSEQUENT EVENTS On March 12, 2025, the Company issued to the Schedule I BTC Sellers their respective portions of 135,171,078 Shares and Warrants to purchase 294,117,647 shares of common stock pursuant to the terms of the Amended BTC Contract. This issuance was made as part of the consummation of the Amended 5,000 BTC Transaction. The exercise period for each Warrant is five (5) years from the initial exercise of such Warrant and the exercise price of such Warrant is nil . Concurrently with the issuance of the Warrants, the Schedule I BTC Sellers indicated to the Company of their intent to immediately exercise the Warrants to purchase all of the 294,117,647 shares of common stock thereunder. Accordingly, the Company issued to each Schedule I BTC Seller the respective Warrant Shares on the same date. Pursuant to the Amended BTC Contract, the aggregate purchase price for the 5,000 Bitcoin in the Amended 5,000 BTC is $ 150.00 million. The Company applied a previously-made prepayment amount of $ 12,125,500 toward the purchase price, and shares of the Company’s common stock issued in the Amended 5,000 BTC Transaction were valued at $ 1.02 per share. As of the transaction date, the market price is $ 0.34 per share and total consideration for acquisition of 5,000 Bitcoin is $ 158.08 million. F- 22 As of the completion date of this acquisition, the market price of Bitcoin had increased to $ 83,085 per BTC. Consequently, the total value of the Company′s Bitcoin holdings reached to $ 415.43 million. The acquisition represents a significant step in the Company’s digital asset strategy. NOTE 17 – DISCONTINUED OPERATIONS On September 29, 2023, the Company’s Board of Directors passed a resolution to dispose “WeTrade Information System Limited” and its wholly owned subsidiaries for total consideration of $ 4,500,000 . The consideration for disposal of subsidiaries is based on its net asset value (“NAV”) and due to deterioration of SAAS business and high turnover rate of accounts receivable in PRC operation. Loss from discontinued operations for the year ended December 31, 2023 were as follows: For the year ended December 31, 2023 Service revenue $ 593,808 Cost of revenue ( 989,206 ) Gross loss ( 395,398 ) Operating expenses: General and Administrative ( 11,992,740 ) Operations Loss ( 12,388,138 ) Other expenses ( 92,458 ) Loss from discontinued operations before income tax ( 12,480,596 ) Income tax expense ( 31,733 ) Loss from discontinued operation after tax ( 12,512,329 ) Loss from discontinued operation $ ( 12,512,329 ) The following tables provides information for loss on disposal of discontinued operation for the year ended December 31, 2023. These amounts reflect the closing balance sheet of the discontinued operation upon the closing of the sale in September 2023. September 29, 2023 Total consideration, net of transaction costs $ 4,500,000 Total net assets value of discontinued business ( 4,933,548 ) Disposal of discontinued operation $ ( 433,548 ) On June 21, 2024, the Company’s board of directors passed a resolution to approve the termination of all operations in the PRC. In July 2024, the Company proceeded to dissolve its subsidiary “WeTrade Technology (Shanghai) Co., Ltd.”, in the PRC. Net income from discontinued operations for the year ended December 31, 2024 is nil . The transaction qualified as a discontinued operation under ASC 205-20. The Company retrospectively adjusted the above comparative consolidated financial statements in prior year. The following tables provides information for loss on disposal of discontinued operation for the year ended December 31, 2024. These amounts reflect the closing balance sheet of the discontinued operation upon the closing of the sale in July 2024. July 18, 2024 Total consideration, net of transaction costs $ - Total net assets value of discontinued business ( 6,296 ) Disposal of discontinued operation $ 6,296 F-23