What changed in this filing

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Item 1. Financial Statements

2024-08-21 compared with 2024-05-20 · 168 added, 240 removed, 267 unchanged (60% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(All amounts shown in U.S.

shown in U.S.

Current assets:

Cash and cash equivalents

Digital assets

Accounts receivable- non related parties, net

Total current assets

LIABILITIES AND STOCKHOLDERS’

and cash equivalents

receivable- non related parties, net

current assets

in associate company

AND STOCKHOLDERS’ EQUITY

due to related parties

tax liabilities

current liabilities

Account payables

Accrued expenses

Amount due to related parties

Other payables

Total current liabilities

Total liabilities

Stockholders’

Common stock;

no par value;

2,625,130 issued and outstanding at March 31, 2024 and December 31, 2023 respectively

Additional paid in capital

Accumulated other comprehensive loss

Accumulated deficits

6,976,410 issued and outstanding at June 30, 2024 and December 31, 2023 respectively

paid in capital

other comprehensive loss

profit/(deficits)

( 11,634,558 )

Total stockholders’

Total liabilities and stockholders’

stockholders’ equity

liabilities and stockholders’ equity

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

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three

Months End March 31,

For the Three

Months End March 31,

Months End June 30,

Months Ended June 30,

service revenue

Total service revenue

Cost of revenue

General and administrative

operating expenses

General and administrative expense

Total operating expenses

Loss from operations

Profit/ (loss) before income taxes

Income tax expenses

Net profit/ (loss)

Comprehensive income

Net profit/ (loss)

from operations

Other income/(loss)

( 8,423,620 )

Profit/ (loss) before

( 8,768,620 )

tax income/(expenses)

( 2,290,819 )

profit/ (loss) from continuing operation

$ ( 6,916,679 )

$ ( 166,294 )

$ ( 302,775 )

Net profit/ (loss) from

discontinued operation

( 1,853,570 )

Comprehensive

profit/ (loss)

$ ( 6,916,679 )

$ ( 942,869 )

$ ( 2,156,345 )

Other comprehensive income

Foreign currency translation adjustment

Total comprehensive profit

Profit /(Loss) per share, basic and diluted

currency translation adjustment

comprehensive profit/ (loss)

( 6,916,679 )

$ ( 942,869 )

( 1,845,769 )

Profit /(Loss) per share, basic and diluted from continuing operation

Profit /(Loss) per share, basic and diluted from discontinued operation

*Weighted-average shares outstanding, basic and diluted

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TECHNOLOGY HOLDINGS INC

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’

months ended March 31, 2024

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

months ended June 30, 2024

Comprehensive

Balance as of December 31, 2023

as of March 31, 2024

issued during the period

currency translation adjustment

profit for the period

$ ( 6,916,679 )

Foreign currency translation adjustment

Net profit for the period

Balance as of March 31, 2024

Three months ended March 31, 2023

$ ( 6,916,679 )

as of June 30, 2024

months ended June 30, 2024

Comprehensive

Balance as of December 31, 2022

as of December 31, 2023

$ ( 11,634,558 )

Foreign currency translation adjustment

Net loss for the period

issued during the period

currency translation adjustment

profit for the period

as of June 30, 2024

months ended June 30, 2023

Balance as of March 31, 2023

Loss from discontinued operation

Net loss for the period

Balance as of June 30, 2023

months ended June 30, 2023

Comprehensive

of December 31, 2022

$ ( 1,714,858 )

The accompanying notes are an integral part of these unaudited condensed consolidated f inancial statements.

$ ( 310,576 )

currency translation adjustment

from discontinued operation

( 1,853,570 )

loss for the period

$ ( 302,775 )

as of June 30, 2023

$ ( 3,871,203 )

accompanying notes are an integral part of these unaudited condensed consolidated f inancial statements.

TECHNOLOGY HOLDINGS INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months Ended

For the Six months Ended

Cash flows from operating activities:

1 unchanged sentence

Gain from digital assets

(24,214,021 )

Loss from discontinued operation

Changes in operating assets and liabilities:

1 unchanged sentence

Account payables

Director fee payable

Accrued expenses

Other payables

Deferred tax liabilities

Asset related to discontinued operation

Net cash flows used in operating activities

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potential to serve as a hedge against inflation in the long-term.

following table presents a roll-forward of our bitcoin holdings, including additional information related to our bitcoin purchases, and

digital asset impairment losses during the period:

asset original cost basis

The following

table presents a roll-forward of our bitcoin holdings, including additional information related to our bitcoin purchases, and digital

asset impairment losses during the period:

original cost basis

digital asset

Value of digital asset

number of Bitcoin held

at December 31, 2023

asset purchase

value change during the period

at March 31, 2024

Digital asset purchase

Fair value change during

Balance at June 30,

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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

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All significant inter-company transactions and balances have been eliminated in consolidation.

condensed consolidated financial statements of the Company as of and for the three months ended March 31, 2024 and 2023 are unaudited.

In the opinion of management, all adjustments (including normal recurring adjustments) that have been made are necessary to fairly present

the financial position of the Company as of March 31, 2024, the results of its operations for the three months ended March 31, 2024 and

2023, and its cash flows for the three months ended March 31, 2024 and 2023.

Operating results for the quarterly periods presented are

not necessarily indicative of the results to be expected for a full fiscal year.

condensed consolidated financial statements of the Company as of and for the six months ended June 30, 2024 and 2023 are unaudited.

the opinion of management, all adjustments (including normal recurring adjustments) that have been made are necessary to fairly present

the financial position of the Company as of June 30, 2024, the results of its operations for the six months ended June 30, 2024 and 2023,

and its cash flows for the six months ended June 30, 2024 and 2023.

Operating results for the quarterly periods presented are not necessarily

indicative of the results to be expected for a full fiscal year.

statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the

“SEC”).

Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance

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These financial statements should be read in conjunction with

the financial statements and other information included in the Company’s Annual Report on Form 10-K as filed with the SEC for the

fiscal year ended December 31, 2023.

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Company accounts for its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with

Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other.

The Company’s digital assets are

Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other.

The Company’s digital assets are

initially recorded at cost.

Subsequently, they are measured at cost, net of any impairment losses incurred since acquisition.

losses are recognized as “Digital asset impairment losses”

in the Company’s Consolidated Statement of Operations in

losses are recognized as “Digital asset impairment losses” in the Company’s Consolidated Statement of Operations in

the period in which the impairment occurs.

Gains (if any) are not recorded until realized upon sale, at which point they are presented

net of any impairment losses in the Company’s Consolidated Statements of Operations.

In determining the gain to be recognized upon

sale, the Company calculates the difference between the sales price and carrying value of the specific bitcoins sold immediately prior

following table summarizes the Company’s digital asset holdings as of:

Approximate number of bitcoins held

following table summarizes the Company’s digital asset holdings as of:

Approximate number of bitcoins

Digital assets carrying value

Gain on digital assets during the period/ Year

of March 31, 2024, approximately 833.19 of the bitcoins held by the Company, which had a carrying value of approximately $59.4 million

on the Company’s Consolidated Balance Sheets as of March 31, 2024.

and Cash Equivalents

Gain on digital assets during the period/

of June 30, 2024, approximately 833.19 of the bitcoins held by the Company, which had a carrying value of approximately $ 50.7 million

on the Company’s Consolidated Balance Sheets as of June 30, 2024 .

Cash Equivalents

Company considers all highly liquid debt instruments purchased with a maturity period of three months or less to be cash or cash equivalents.

1 unchanged sentence

their fair value.

All of the Company’s cash that is held in bank accounts in Hong Kong and PRC are not protected by Federal Deposit

Insurance Corporation (“FDIC”) insurance.

Company’s principal country of operations is the PRC.

All of the Company’s cash that is held in bank accounts in Hong Kong and PRC are not protected by Federal Deposit

Insurance Corporation (“FDIC”) insurance.

Company’s principal country of operations is the PRC.

The accompanying condensed consolidated financial statements are presented

The functional currency of the Company is US$, and the functional currency of the Company’s subsidiaries is RMB.

The condensed

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Capital accounts are translated at their historical exchange rates when the capital transactions

The resulting translation adjustments are recorded as a component of shareholders’

equity included in other comprehensive

The resulting translation adjustments are recorded as a component of shareholders’ equity included in other comprehensive

Gains and losses from foreign currency transactions are included in profit or loss.

There were no gains and losses from foreign

currency transactions from the inception to March 31, 2024.

currency transactions from the inception to June 30, 2024.

US$ exchange rate

balance sheet amounts, with the exception of equity, March 31, 2024 and December 31, 2023 were translated at 7.22 RMB and 7.09 RMB to

balance sheet amounts, with the exception of equity, June 30, 2024 and December 31, 2023 were translated at 7.22 RMB and 7.09 RMB to

US$1.00, respectively.

1 unchanged sentence

The average translation rates applied to statements

of operations and comprehensive income accounts for the period ended March 31, 2024 and year ended December 31, 2023 were 7.18 RMB and

of operations and comprehensive income accounts for the period ended June 30, 2024 and year ended December 31, 2023 were 7.18 RMB and

7.08 RMB to US$1.00, respectively.

3 unchanged sentences

Consolidation

Company’s condensed consolidated financial statements include the financial statements of the Group and subsidiaries.

All transactions

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surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

leases are included in operating lease right-of-use (“ROU”) assets and short-term and long-term lease liabilities in our

condensed consolidated balance sheets.

1 unchanged sentence

liabilities in our condensed consolidated balance sheets.

assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s

obligation to make lease payments arising from the lease.

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Development Costs

apply ASC 985-20, Software—Costs of Software to Be Sold, Leased, or Marketed, in analyzing our software development costs.

985-20 requires the capitalization of certain software development costs subsequent to the establishment of technological feasibility

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to and it is probable that the projects will meet functional requirements, costs are capitalized.

taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes”

(“ASC Topic 740”).

taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”).

this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the

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dilutive securities are excluded from the calculation of diluted EPS in profit periods as their effect would be anti-dilutive.

of March 31, 2024, there were no potentially dilutive shares.

of June 30, 2024, there were no potentially dilutive shares.

Statement of Operations Summary Information:

Net Profit/ (Loss)

$ ( 302,775 )

Weighted-average common shares outstanding - basic and diluted

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accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange

Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

are in the business of providing AI-enabled software development services for industrial and other customers.

of and for the period ended March 31, 2024, there were no revenue were generated in SAAS business during the period.

of and for the period ended June 30, 2024, there were no revenue were generated in SAAS business during the period.

5 – CASH AND CASH EQUIVALENTS

of March 31, 2024, the Company held cash in bank in the amount of $668,388, which consist of the following:

Bank Deposits- Outside USA

of June 30, 2024, the Company held cash in bank in the amount of $ 668,387 , which consist of the following:

Deposits- Outside USA

6 – DIGITAL ASSETS

of March 31, 2024, digital assets holdings are as follow:

of June 30, 2024, digital assets holdings are as follow:

Opening balance

Purchase of BTC

Gain from digital assets

Gain from digital

Ending balance

of March 31, 2024, the Company has purchase approximately 833 BTC at the total cost of $24,990,000.

For the three months ended March

31, 2024 and 2023, the Company recognized gain of $24,214,021 and $10,216,901 on digital assets respectively.

of June 30, 2024, the Company is hold approximately 833 BTC at the total cost of $ 24,990,000 .

For the six months ended June 30, 2024

and for the year ended December 31, 2023, the Company recognized gain of $ 15,595,778 and $ 10,147,576 on digital assets respectively.

7 – ACCOUNT RECEIVABLES

of March 31, 2024, accounts receivable are related to the services fee receivables from customers as follow:

Accounts Receivables

of June 30, 2024, accounts receivable are related to the services fee receivables from customers as follow:

Company does not require collateral for accounts receivable.

5 unchanged sentences

off and charged against the recorded allowance when the Company has exhausted collection efforts without success.

of March 31, 2024, prepayments consist of the following:

Digital assets

of March 31, 2024, there are prepayment of approximately $12,125,500 for the 40% prepayment of 1000 BTC, which is expected to be delivered

by May 2024 with the lock up price of $30,000 per BTC.

There is no allowance

for expected credit loss as the account receivable has been received as at reporting date.

8 – PREPAYMENTS

of June 30, 2024, prepayments consist of the following:

of June 30, 2024, there are prepayment of approximately $ 12,125,500 for the 40 % prepayment of 1000 BTC, which is expected to be delivered

by September 2024 with the lock up price of $ 30,000 per BTC.

The Company has planned to hold a special shareholders’ meeting to

purchase the remaining 5,167 BTC by issuance of new shares.

9 – AMOUNT DUE TO RELATED PARTIES

2 unchanged sentences

Director fee payable

related party balance of $282,535 represented advances from former shareholders for Company’s daily operation.

of March 31, 2024, the amount due to shareholders of $595,197 represented advances and professional expenses paid on behalf by Shareholders,

which consist of audit fees, lawyers’

fee and other professional expenses.

of March 31, 2024, the director fee payable of $844,000 represented the accrual of director fees from the appointment date to March 31,

related party balance of $ 282,535 represented advances from former shareholders for Company’s daily operation.

of June 30, 2024, the amount due to shareholders of $ 607,197 represented advances and professional expenses paid on behalf by Shareholders,

which consist of audit fees, lawyers’ fee and other professional expenses.

of June 30, 2024, the director fee payable of $ 886,000 represented the accrual of director fees from the appointment date to June 30,

amount due to related parties are interest free, no collateral and have no fixed of repayment period.

10 –ACCOUNT PAYABLES

of March 31, 2024 and December 31, 2023, account payables are related to the software services fee payables to suppliers as follow:

–ACCOUNT PAYABLES

of June 30, 2024 and December 31, 2023, account payables are related to the software services fee payables to suppliers as follow:

11 – OTHER PAYABLES

of March 31, 2024, other payables consists of unpaid professional fee as follow:

Professional fees

professional balance of $1,840,000 are included outstanding legal fees in relation to shareholders’

litigation, BTC consultant

fee and listing compliance fee owing to professional parties.

SHAREHOLDERS’

Company has an unlimited number of ordinary shares authorized, and has issued 2,625,130 shares with no par value as of March 31, 2024.

of June 30, 2024, other payables consists of unpaid professional fee as follow:

fee payables included professional balance of $ 812,500 are included outstanding legal fees in relation to shareholders’ litigation,

BTC consultant fee and listing compliance fee owing to professional parties.

12 – SHAREHOLDERS’ EQUITY

Company has an unlimited number of ordinary shares authorized, and has issued 6,976,410 shares with no par value as of June 30, 2024.

March 29, 2019, the Company has issued 100,000,000 shares with no par value to thirty-three founders.

6 unchanged sentences

26,000 shares at $ 3 per share to 2 new shareholders and the total outstanding shares has increased to 101,766,666 shares.

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.

September 21, 2020, there are 151,500 shares issued at $5 per share to 303 new shareholders, the Company’s common stock issued

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.

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

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.

3 unchanged sentences

The shares were priced at $ 4.00 per share, and the offering was conducted on a firm commitment basis.

shares continue to trade under the stock symbol “WETG.”

The Company’s total issued and outstanding common stock has

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.

1 unchanged sentence

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.

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

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 .

September, 2023, there are 1,570,600 shares issued with the total amount of $12,616,454, the Company’s common stock issued has

September, 2023, there are 1,570,600 shares issued with the total amount of $ 12,616,454 , the Company’s common stock issued has

been increased to 2,625,130 shares as of March 31, 2024.

April 2024, there are 4,351,280 shares issued with the total amount of $ 14,776,000 for the acquisition of 20 % of associate company and

loan conversion to equity, the Company’s common stock issued has been increased to 6,976,410 shares as of June 30, 2024.

13 – INCOME TAXES

Company is subject to U.S.

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14- SUBSEQUENT EVENTS

March 1,2024, the Company entered into that the share purchase agreement (the “Purchase Agreement”) with certain existing

shareholders (the “Sellers”) of Future Dao Group Holding Limited, an exempted company incorporated and existing under the

laws of the Cayman Islands(the “Target”),pursuant to which the Company agrees to purchase from the Sellers indirectly through

Next Investment Group Limited,a wholly-owned subsidiary of the Company (“Next Investment”), and the Sellers agree to sell

to Next Investment, an aggregate of 2,000 ordinary shares (the “Purchased Shares”) of the Target (the “Transaction”)

at a per share purchase price of $6,698 per share for an aggregate purchase price of $13,396,000 (the “Purchase Price”).Pursuant

to the Purchase Agreement, at the closing of the Transaction, the Company will pay the Purchase Price by issuing to the Sellers an aggregate

of 3,940,000 shares of common stock of the Company (the “Next Technology Common Stock”) based on an agreed-upon valuation

of $3.4 per share (the “Per Share Price”).

The Per Share Price is above $3.19, which is the average price per share of the

shares of common stock of the Company traded on Nasdaq Capital Market in the five trading days prior to the signing date of the Purchase

Pursuant to the Purchase Agreement, each Seller will receive its portion of the Company’s Common Stock proportionate

to the number of the Purchased Shares to be sold by such Seller to Next Investment under the Purchase Agreement, the transaction is expected

to complete in end of April 2024.

of Company name

April 2, 2024, Next Technology Holdings Inc (the “Company”) changed its name to Next Technology Holding Inc.

The name change

was made pursuant to the Wyoming Business Corporations Act, and an amendment to Article I of the Company’s Amended and Restated

Articles of Incorporation was filed with the Wyoming Secretary of State on March 18, 2024 (Amendment ID:

2024-004669585).

common stock will continue to trade on the NASDAQ Stock Market under the ticker symbol "NXTT".

Outstanding stock certificates

for shares of the company are not affected by the name change.

They continue to be valid and need not be exchanged.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements

and related notes included elsewhere in this report.

This discussion contains forward-looking statements that involve risks, uncertainties

and assumptions.

See “Cautionary Note Regarding Forward-Looking Statements.”

Our actual results could differ materially from

those anticipated in the forward-looking statements as a result of certain factors discussed elsewhere in this report.

Technology Holdings Inc (formerly known as “WeTrade Group, Inc”) was incorporated in the State of Wyoming on March 28, 2019.

We currently pursue two corporate strategies.

One business strategy is to continue providing software development services, and the other

strategy is to acquire and hold bitcoin.

provide AI-enabled software development services to our customers, which included developing, designing, and implementing various SAAS

software solutions for businesses of all types, including industrial and other businesses.

Acquisition Strategy

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.

view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin.

We have not set any specific target for

the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional

financings to purchase additional bitcoin.

overall strategy also contemplates that we 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.

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.

of Operations

of Operations for the Three months period Ended March 31, 2024 and 2023

following tables provide a comparison of a summary of our results of operations for the three months period ended March 31, 2024 and

Service revenue

Cost of Revenue

Operating Expenses:

Gain from digital assets

General and administrative expenses

Net profit/ (loss) before income tax

Income tax expense

Net profit/ (loss)

from Operations

the three-month period ended March 31, 2024 and 2023, total revenue were $nil respectively.

and Administrative Expenses

the three months period ended March 31, 2024 and 2023, general and administrative expenses were $330,143 and $212,194 respectively.

increase is mainly due to increase in BTC consulting fee during the period.

other income of $24,214,021 is mainly due to gain from digital assets during the period.

a result of the factors described above, there was a net profit of $23,883,878 and net loss of $212,194 for the period ended March 31,

2024 and 2023, respectively.

The increase in net profit is mainly due to gain from digital assets during the period.

and Capital Resources

of March 31, 2024, we had cash on hand of $668,388.

There is no change in cash held during the period.

of March 31, 2024, our cash flow used in operating activities is $40,530 for the period ended March 31, 2024 as compared to the cash

flow used in operating activities of $212,194 in prior period.

The increase was mainly due to higher loss making were made in prior period.

provided by our financing activities was $40,635 for the period ended March 31, 2024 as compared to cash provided by financing activities

The decrease is mainly due to lesser in shareholders’

advance during the period as compare to the prior period.

does not materially affect our business or the results of our operations.

Sheet Arrangements

do not have any off-balance sheet arrangements.

Accounting Policies

prepare our financial statements in accordance with generally accepted accounting principles of the United States (“GAAP”).

GAAP represents a comprehensive set of accounting and disclosure rules and requirements.

The preparation of our financial statements

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent

assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting

Our actual results could differ from those estimates.

We use historical data to assist in the forecast of our future results.

Deviations from our projections are addressed when our financials are reviewed on a monthly basis.

This allows us to be proactive in

our approach to managing our business.

It also allows us to rely on proven data rather than having to make assumptions regarding our

Accounting Pronouncements

have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements

will have a material impact on the Company financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

are a “smaller reporting company”

as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide

the information contained in this item pursuant to Item 305 of Regulation S-K.

subsequent events were occurs during the period.

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

What changed 10-Q

Item 1. Financial Statements