Next Technology Holding Inc. 10-K/A

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Our audited financial statements for the years ended December 31, 2023, and 2022 are set forth on pages F-1 to F-17 immediately following the signature page to this annual report. See Item 15 for a list of the financial statements included herein. ITEM 9. 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. 24 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, 2023. 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, 2023, 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 9A. OTHER INFORMATION None 25 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: Liu Wei Hong 30 Chief Executive Officer (Principal Executive Officer) Ding Nan 44 Chief Operating Officer Ken Tsang 43 Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) Dong Li Chen 38 Director, Chairman of the Board, and Chair of Nominating Committee Lim Kian Wee 43 Director and Chair of Audit Committee Mahesh Thapaliya 39 Director Jianbo Sun 38 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. Mr. Ken Tsang, Chief Financial Officer Mr. Tsang is a fellow member of Association of Chartered Certified Accountants (“ACCA”) and member of Hong Kong Institute of Certified Public Accountants (“HKICPA”) with more than 15 years experiences in accounting, audit and assurance services with several listed and private companies operating in USA, Hong Kong and Mainland China. He has wide variety of industries experiences, including property developer, hotel and property management, investment companies, licensed corporations, entertainment solution companies, finance lease, factoring, general trading and manufacturing. Mr. Tsang also has extensive experiences in the capital market work and was engaged in several transactions and initial public offering in Hong Kong and USA. Mr. Tsang graduated with a bachelor’s degree at University of Hull, United Kingdom. 26 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. Lim Kian Wee, Director Mr. Lim Kian Wee has over 15 years of experience in the research of block-chain and algae biomass field and he will serve as an independent director of the Company in Dec 2023. From June 2015 to present, he served as senior partner in Ethereum Dapp, a company that engaged in computer Science management and block-chain technical consultation of virtual currency central exchange. From April 2005 to October 2014, Mr. Lim has served as block-chain and computer scientific officer and cell biology lecturer in the several universities in USA and Singapore. From March 2008 to October 2013, Mr. Lim has served as founder of Algae Bioresource Centre SdnBhd, a company that engaged in providing R&D service and consultation related to algae biofuel and algae farm. Mr. Lim holds a bachelor’s degree in biotechnology from State University of New York in 2001 and Master degree in biotechnology from University of Pennsylvania in 2002. He was also PHD Candidate from National Taiwan University in February 2013 and withdrew his candidateship in September 2014. Mr. Lim has more than 10 professional publications and conference papers in the field of environmental sciences, Microalgae, biodiesel, new energy and block-chains. 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. 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. 27 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 six members, a majority 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. Copies of the charters have been submitted as exhibits to the registration statement of which this prospectus is a part and will be available at our investor relations website. Audit Committee Our Audit Committee consists of Lim Kian Wee (Chair), Dong Li Chen, 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; 28 ● 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 Sun Jian Bo, (Chair), Dong Li Chen, and Lim Kian Wee. 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. Nominating Committee Our Nominating Committee consists of Dong Li Chen (Chair), Lim Kian Wee 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; 29 ● 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. 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+ — 30 ITEM 11. EXECUTIVE COMPENSATION The following table sets forth certain information with respect to compensation for the years ended December 31, 2023 and 2022, 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$2,000 (the “named executive officers”). Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) All Other Compensation ($) Total ($) Hechun Wei 2023 24,000 - - - 24,000 CEO (as of December 28, 2023) 2022 2,000 - - - 2,000 Annie Huang 2023 24,000 - - - 24,000 CFO and Secretary(as of December 13, 2023) 2022 4,000 - - - 4,000 Ken Tsang 2023 2,000 - - - 2,000 (1) CFO and Secretary 2022 - - - - - (1) Such amounts were accrued based on his appointment date in 2023. Mr. Ken Tsang was appointed as the CFO of the Company 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 Dong Li Chen, our Chairman, Lim Kian Wee, Director, Mahesh Thapaliya, Director and Jianbo Sun, Director. Under the terms of the agreements, Messrs. Ken Tsang is entitled to receive a monthly salary of $2,000, effective from December 13, 2023, plus one month’s additional salary by the end of each year. All of these are payable in the equivalent amount of either in Hong Kong Dollars or Chinese Renminbi. Any variances are mainly due to fluctuation of currency exchange. Director Compensation On December 11, 2023, we entered into a service contract with each of our directors. Mr. Dong Li Chen, Mr. Lim Kian Wee, Mr. Mahesh Thapaliya and Mr. Sun Jian Bo. The contract has a term of two years commencing January 1, 2024 and we agree to pay $2,000 per month commencing January 1, 2024 plus one month’s additional payment by the end of each year. 31 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 3,200 shareholders of record. Executive Officers and Directors Amount of Beneficial Ownership of Common Stock (1) Percentage Ownership of Common Stock (2) Directors and Named Executive Officers: Liu Wei Hong - - Ken Tsang - - Ding Nan - - Dong Li Chen - - Lim Kian Wee - - Mahesh Thapaliya - - Sun Jian Bo - - All executive officers and directors as a group (7 persons) - 5% or Greater Shareholders Blue Rose Worldwide Limited 231,164 8.81 % Perfect Linkage Group Limited 231,164 8.81 % Golden Genius Development Limited 245,012 9.33 % Fubao Group Limited 245,011 9.33 % Huang Xiu Mei 256,849 9.78 % * Less than 1%. (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 2,625,130 shares of common stock issued and outstanding as of December 31, 2023. 32 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 As reported on our Form 8-K filed April 4, 2024, we had a change of auditor from Assentsure PAC to JWF Assurance PAC for the fiscal year ended December 31, 2023. 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, 2023. The Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change will be in the best interests of us and our shareholders. 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 Tax Fees All Other Fees Total Fees 2022 $ 235,000 $ 43,500 $ 12,000 $ 0 $ 290,500 2023 $ 170,000 $ 57,500 $ 12,000 $ 1,430,000 $ 1,669,500 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. Tax Fees : The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning. All Other Fees : The aggregate fees billed for legal fee and services provided by the lawyers and other parties other than those disclosed above. 33 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, 2023 and 2022 ● Consolidated Statements of Operations and Comprehensive loss for the year ended December 31, 2023 and 2022 ● Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2023 and 2022 ● Consolidated Statements of Cash Flows for the year ended December 31, 2023 and 2022 ● 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 34 Exhibit No. Description 3.1 Amended and Restated Articles of Incorporation (Incorporated herein by reference to WeTrade Group Inc’s Current Report on Form 8-K filed with the SEC on April 3, 2024) 10.1 Employment Agreement between Wetrade Group Inc. and Ken Tsang, dated December 13, 2023 (Incorporated herein by reference to WeTrade Group Inc’s Current Report on Form 8-K filed with the SEC on December 13, 2023) 10.2 Service Contract by and between the Registrant and Dong Li Chen (Incorporated herein by reference to WeTrade Group Inc’s Current Report on Form 8-K filed with the SEC on December 11, 2023) 10.3 Service Contract by and between the Registrant and Lim Kian Wee (Incorporated herein by reference to WeTrade Group Inc’s Current Report on Form 8-K filed with the SEC on December 11, 2023) 10.4 Service Contract by and between the Registrant and Mahesh Thapaliya (Incorporated herein by reference to WeTrade Group Inc’s Current Report on Form 8-K filed with the SEC on December 11, 2023) 10.5 Service Contract by and between the Registrant and Sun Jian Bo (Incorporated herein by reference to WeTrade Group Inc’s Current Report on Form 8-K filed with the SEC on December 11, 2023) 10.6 Shares Purchase Agreement between the Company and Future Dao Group Holding Limited (Incorporated herein by reference to WeTrade Group Inc’s Current Report on Form 8-K filed with the SEC on March 1, 2024) 10.7 Sales and Purchase Agreement between the Company and unaffiliated buyer Incorporated herein by reference to WeTrade Group Inc’s Current Report on Form 8-K filed with the SEC on September 27, 2023) 21.1* List of Subsidiaries 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, 2023 and 2022 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. 35 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: September 9, 2024 By: /s/ Weihong Liu 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: September 9, 2024 By: /s/ Ken Tsang Ken Tsang Chief Financial Officer, (Principal financial officer and principal accounting officer) 36 FINANCIAL STATEMENTS Auditor’s opinion F-2 to F-3 Consolidated Balance Sheets at December 31, 2023 and 2022 F-4 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31,2023 and 2022 F-5 Consolidated Statements of Change in Stockholders’ Equity for the years ended December 31, 2023 and 2022 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 F-7 Notes to the Consolidated Financial Statements F-8 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, 2023, the related consolidated statements of operations and comprehensive loss, consolidated statement of changes in stockholders’ equity, and consolidated statement of cash flows for the year ended December 31, 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, 2023 and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. We also audited adjustments to the 2022 consolidated financial statements relating to discontinued operations as described in Note 11. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the Company’s 2022 consolidated financial statements other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2022 consolidated financial statements as a whole. 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 June 21, 2024 PCAOB ID Number 7095 F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors WeTrade Group, Inc. Opinion on the Financial Statements We have audited, before the effects of the adjustments relating to discontinued operations described in Note 11, the accompanying consolidated balance sheets of WeTrade Group, Inc. and subsidiaries (the “Company”) as of December 31, 2022, the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year ended December 31, 2022 and the related notes (collectively referred to as the “consolidated financial statements”) (the consolidated financial statements before the effects of the adjustments discussed in Note 11 are not presented herein). In our opinion, the consolidated financial statements, before the effects of the adjustments relating to discontinued operations described in Note 11, present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. We were not engaged to audit, review or apply any procedures to the adjustments relating to discontinued operations described in Note 11, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by JWF Assurance PAC. 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/ Assenture PAC We have served as the Company’s auditor in 2023. Assentsure PAC Singapore July 14, 2023 PCAOB ID Number 6783 F- 3 NEXT TECHNOLOGY HOLDING INC CONSOLIDATED BALANCE SHEETS (All amounts shown in U.S. Dollars) As of December 31, 2023 As of December 31, 2022 ASSETS Current Assets: Cash and cash equivalents $ 668,387 $ 22,926 Digital assets 35,137,576 - Accounts receivable- non related parties, net 1,133,117 - Other receivables- related parties - 5,805,500 Prepayments 12,125,500 50,000 Assets related to discontinued operation - 40,644,600 Total Current Assets 49,064,580 46,523,026 Total Assets: $ 49,064,580 $ 46,523,026 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 926,456 $ - Tax payables 130,942 - Amount due to related parties 1,693,098 1,220,365 Other payables 1,600,000 50,000 Liabilities related to discontinued operation - 3,545,899 Total Current Liabilities 4,350,496 4,816,264 Total Liabilities 4,350,496 4,816,264 Stockholders’ Equity: Common Stock; no par value; 2,625,130 issued and outstanding at December 31, 2023 and 1,054,365 issued and outstanding at December 31, 2022* - - Additional paid in capital 56,348,650 43,732,196 Accumulated other comprehensive loss ( 8 ) ( 310,576 ) Accumulated deficit ( 11,634,558 ) ( 1,714,858 ) Total Stockholders’ Equity 44,714,084 41,706,762 Total Liabilities and Stockholders’ Equity $ 49,064,580 $ 46,523,026 The accompanying notes are an integral part of these financial statements. F- 4 NEXT TECHNOLOGY HOLDING INC CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the year ended December 31, 2023 For the year ended December 31, 2022 Revenue: Service revenue $ 2,633,308 $ - Cost of Revenue ( 1,198,033 ) - Gross Profit 1,435,275 - Operating Income/ (Expenses): General and Administrative ( 2,666,662 ) ( 6,793,718 ) Fair value gain on digital asset 10,147,576 - Profit from operations 8,916,189 ( 6,793,718 ) Other income 45,900 - Other expenses ( 5,805,500 ) - Profit/(Loss) before income tax 3,156,589 ( 6,793,718 ) Income tax expenses ( 130,412 ) - Net profit/(loss) from continuing operation $ 3,026,177 $ ( 6,793,718 ) Net loss from discontinued operation ( 12,945,877 ) ( 2,365,697 ) Comprehensive income Net loss ( 9,919,700 ) ( 9,159,415 ) Foreign currency translation adjustment ( 8 ) - Total comprehensive loss ( 9,919,708 ) ( 9,159,415 ) Net Income/(loss) per share Continuing operation- basic and diluted $ 1.9 $ ( 5.6 ) Discontinued operation - basic and diluted ( 8.4 ) ( 1.9 ) Weighted average number of shares outstanding*; Basic and Diluted 1,541,650 1,208,057 * Share and per share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from a reverse stock split effective from June 15, 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 CHANGES IN STOCKHOLDERS’ EQUITY Common Share Additional Paid in Capital Retained Earnings/ (Accumulated Accumulated Other comprehensive Total Shareholder Shares* Amount Amount Deficit) income Equity Balance as of December 31, 2021 1,651,089 - 6,197,520 7,444,557 898,497 14,540,574 Share cancellation ( 650,748 ) - - - - - Sale of common shares, net of fees 54,054 - 37,057,176 - - 37,057,176 Stock compensation 135 - 477,500 - - 477,500 Foreign currency translation adjustment - - - - ( 1,209,073 ) ( 1,209,073 ) Loss from discontinued operation ( 2,365,697 ) ( 2,365,697 ) Net loss for the year - - - ( 6,793,718 ) - ( 6,793,718 ) Balance as of December 31, 2022 1,054,530 - 43,732,196 $ ( 1,714,858 ) $ ( 310,576 ) $ 41,706,762 Sale of common shares, net of fees 1,570,600 - 12,616,454 - - 12,616,454 Foreign currency translation adjustment - - - - 310,568 310,568 Loss from discontinued operation - - - ( 12,945,877 ) - ( 12,945,877 ) Net profit for the year - - - 3,026,177 - 3,026,177 Balance as of December 31, 2023 2,625,130 $ - 56,348,650 $ ( 11,634,558 ) ( 8 ) $ 44,714,084 * Share and per share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from a reverse stock split effective from June 15, 2023 and issuance of new shares in September 2023 . The accompanying notes are an integral part of these financial statements. F- 6 NEXT TECHNOLOGY HOLDING INC CONSOLIDATED STATEMENTS OF CASH FLOWS For the year ended December 31, 2023 For the year ended December 31, 2022 Cash Flows from Operating Activities: Net profit/(loss) $ 3,026,177 $ ( 6,793,718 ) Loss from discontinued operation ( 12,945,877 ) ( 2,365,697 ) Fair value gain on digital asset ( 10,147,576 ) - Loss on amount due from a related party 5,805,500 - Changes in Operating Assets and Liabilities: Accounts receivable ( 1,133,116 ) - Prepaid expenses 50,000 ( 50,000 ) Accounts payable 926,457 - Accrued expenses - ( 39,832 ) Tax payables 130,944 - Director fee payable 34,000 402,000 Other payables 1,550,000 50,000 Net cash flows used in continued operating activities: ( 12,703,491 ) ( 8,797,247 ) Net cash flows provided by/(used in) discontinued operating activities: 32,598,698 ( 29,006,097 ) Net cash flows provided by/(used in) operating activities: 19,895,207 ( 37,803,344 ) Cash flow from Investing activity: Prepayment for digital assets ( 12,125,500 ) - Digital assets ( 24,990,000 ) - Net cash flow used in continued investing activity: ( 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 39,345,676 Related party loan 438,732 182,365 Net cash provided by continued financing activities 13,055,186 39,528,041 Net cash provided by discontinued financing activities: - - Net cash provided by continued financing activities: 13,055,186 39,528,041 Effect of exchange rate changes on cash 310,568 ( 2,318,364 ) Change in Cash and Cash Equivalents: 645,461 ( 593,667 ) Cash and Cash Equivalents, Beginning of Year 22,926 616,593 Cash and Cash Equivalents, End of Year $ 668,387 $ 22,926 Supplemental Cash Flow Information: Cash paid for interest $ - $ - Cash paid for taxes $ - $ - The accompanying notes are an integral part of these financial statements. F- 7 Next Technology Holding Inc (Formerly known as WeTrade Group Inc) Notes to Consolidated Financial Statements December 31, 2023 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, 2023, 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 We provide 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 Our 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. We view 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. We have not set any specific target for the amount of Bitcoin we seek to hold and sell, and we will continue to monitor market conditions in determining whether to engage in additional financings to purchase additional Bitcoin if the company expect its price will be continue to rise. This 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. We 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 presents a roll-forward of our Bitcoin holdings, including additional information related to our Bitcoin purchases, and fair value change 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 at December 31, 2022 - - - - Digital asset purchase 24,990,000 - 35,137,576 833 Fair value gain on Digital asset - 10,147,576 - - Balance at December 31, 2023 24,990,000 10,147,576 35,137,576 833 F- 8 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Recently Issued and Adopted Financial Accounting Standards 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 this criteria. The amendments require crypto assets meeting 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 in net income this year. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current U.S. GAAP. ASU 2016-02 requires a lessee to recognize a lease liability and a right-of-use asset for each lease with a term longer than twelve months. The new guidance also requires additional qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases. The Company adopted the new standard effective January 1, 2022, using a modified retrospective approach and electing to use the package of practical expedients permitted under the transition guidance, which allows for the carry forward of historical lease classification for existing leases on the adoption date and does not require the assessment of existing lease contracts to determine whether the contracts contain a lease or initial direct costs. Prior periods were not retrospectively adjusted. There was no cumulative effect adjustment to the opening balance of accumulated deficit as of January 1, 2022. Adoption of this new guidance did not have a material impact on the consolidated statements of operations or cash flows. Financial Instruments—Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-03”)”, with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. F- 9 Basis of Presentation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated on consolidation. Consolidation The Company’s consolidated financial statements include the financial statements of the Group and subsidiaries. All transactions and balances among the Group and its subsidiaries have been eliminated upon consolidation. 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. 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- 10 Concentrations of Credit Risk, Significant Customers The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of accounts receivable. The Company does not require collateral for accounts receivables. The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success. As of December 31, 2023 and 2022, accounts receivable from customers amounted to $ 1,133,116 and $ nil respectively, there is no allowance provided as the receivables has been received as of audit report date. 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 we expect to be entitled to for the software development services. 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 and PRC are protected by Bank Deposit Insurance Corporation insurance. Foreign Currency The accompanying consolidated financial statements are presented in US$. The functional currency of the Company is US$, and the functional currency of the Company’s subsidiaries is RMB. The consolidated financial statements are translated into US$ from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The resulting translation adjustments are recorded as a component of shareholders’ equity included in other comprehensive income. 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 December 31, 2023. Year ended December 31, 2022 2022 RMB: US$ exchange rate 7.08 6.9 The balance sheet amounts, with the exception of equity, as of December 31, 2023 and December 31, 2022 were translated at 7.09 RMB and 6.9 RMB to $ 1.00 , respectively. The equity accounts were stated at their historical rates. The average translation rates applied to statements of operations and comprehensive income (loss) accounts for the year ended December 31, 2023 and year ended December 31, 2022 were 7.08 RMB and 6.75 RMB to $ 1.00 , respectively. Cash flows were also translated at average translation rates for the year and, therefore, amounts reported on the statement of cash flows would not necessarily agree with changes in the corresponding balances on the consolidated balance sheet. Software Development Costs We 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, we 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. F- 11 Digital Assets The Company determines the fair value of its Bitcoin on a recurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for Bitcoin (Level 1 inputs). 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. 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 PRC. The Company is subject to tax in Hong Kong and PRC 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 and Tax Department of PRC. Capital Structure The Company currently has unlimited authorized shares of $ 0.00 par value common stock, with 2,625,130 shares issued and outstanding as of December 31, 2023. Profit/ (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. Potential dilutive securities are excluded from the calculation of diluted EPS in loss periods as their effect would be anti-dilutive. As of December 31, 2023 and 2022, there were no potentially dilutive shares. Year ended December 31, 2023 2022 Statement of Operations Summary Information: Net profit/ (loss) from continued operation $ 3,026,177 $ ( 6,793,718 ) Weighted-average common shares outstanding - basic and diluted 1,541,650 1,208,057 Net profit/ (loss) per share, basic and diluted from continued operation $ 1.9 $ ( 5.6 ) Net profit/ (loss) from discontinued operation $ ( 12,945,877 ) $ ( 2,365,697 ) Weighted-average common shares outstanding - basic and diluted 1,541,650 1,208,057 Net loss per share, basic and diluted from discontinued operation $ ( 8.4 ) $ ( 1.9 ) NOTE 3. REVENUE The Company is in the business of providing AI-enabled software development services for industrial and other customers. As of December 31, 2023 and 2022, we generated revenue from software development services amounting to $ 2,633,308 as follow: 2023 2022 US$ US$ AI Software development and industrial SAAS business 2,633,308 - Total: 2,633,308 - F- 12 NOTE 4 – CASH AND CASH EQUIVALENTS As of December 31, 2023 and 2022, the Company held cash in bank amounting to $ 668,387 which consists of the following: December 31, 2023 December 31, 2022 Bank Deposits-USA $ - 22,926 Bank Deposits- Outside USA 668,387 - 668,387 22,926 NOTE 5 – DIGITAL ASSETS As of December 31, 2023, digital assets holdings are as follow: December 31, 2023 December 31, 2022 Opening balance $ — $ — Purchase of BTC 24,990,000 — Fair value gain on digital assets 10,147,576 — Ending balance $ 35,137,576 $ — As of December 31, 2023, the Company has purchased 833 BTC at the total cost of $ 24,990,000 . For the year ended December 31, 2023, the Company recognized unrealized gain of $ 10,147,576 on digital assets. The Company recognized unrealized gain of $10,147,576 on digital assets which is included in fair value gain on digital asset. 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. We expect to continue to accumulate Bitcoin, when its price is low and expect to sell when its price is high. NOTE 6 – ACCOUNTS RECEIVABLE, NET As of December 31, 2023 and 2022, accounts receivable are related to the services fee receivable from customers as follows: December 31, 2023 December 31, 2022 Accounts Receivable $ 1,133,117 $ - $ 1,133,117 $ - 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 expense, 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. There is no allowance for expected credit loss as the accounts receivable has been received as at reporting date. F- 13 NOTE 7 – PREPAYMENTS As of December 31, 2023 and 2022, prepayments consist of the following: December 31, 2023 December 31, 2022 Digital assets $ 12,125,500 $ - Others - 50,000 $ 12,125,500 $ 50,000 As of December 31, 2023, a prepayment of approximately $ 12,125,500 , representing 40 % of the total purchase price for 1000 BTC, has been made. The remaining 60 % of the total purchase price for 1000 BTC will be settled (the “BTC Transaction”) through the issuance of the Company’s common stock at a per share price based on the average market price over a five-day period immediately prior to the date of the completion of BTC Transaction. The Company is currently negotiating with independent third-party BTC owners (each, a “BTC Seller”) and expects to issue shares that will represent approximately 62 % of the Company’s then outstanding capitalization immediately after such issuance to pay off the remaining 60 % of the total purchase price for 1000 BTC. The BTC Transaction is anticipated to close in the last quarter of 2024. Despite that the Company expects to issue shares in the BTC Transaction that will represent approximately 62 % of the Company’s then outstanding capitalization immediately after such issuance, the Company does not expect the BTC Transaction to result in a change of control of the Company. To the knowledge of the Company, no BTC Seller with which the Company is currently negotiating owns any shares of the Company’s capital stock as of the date of this report. In addition, no such single BTC Seller is expected or allowed to acquire 20 % or more shares or voting power of the Company as a result of the BTC Transaction. It is also understood that each BTC Seller is independent with each other and not acting in concert with others. The existing shareholders of the Company are expected to experience significant dilution in their ownership percentage of the Company as a result of the BTC Transaction. NOTE 8 – ACCOUNTS PAYABLE, NET As of December 31, 2023 and 2022, accounts payable are related to the software services fee payable to suppliers as follows: December 31, 2023 December 31, 2022 Accounts payable $ 926,456 $ - $ 926,456 $ - NOTE 9 – AMOUNT DUE TO RELATED PARTIES As of December 31, 2023 As of December 31, 2022 Director fee payable $ 804,000 $ 770,000 Related parties payable 282,535 282,535 Amount due to shareholders 606,563 167,831 889,098 450,366 Total amount due to related parties $ 1,693,098 $ 1,220,366 The related party balance of $ 282,535 represented advances from former shareholders for Company’s daily operation. As of December 31, 2023, the amount due to shareholders of $ 606,563 represented advances and professional expenses paid on behalf by shareholders, which consist of audit fees, lawyers’ fee and other professional expenses. As of December 31, 2023, the director fee payable of $ 804,000 represented the accrual of director fees from the appointment date to September 30, 2023. The amount due to related parties are interest free and have no fixed terms of repayment. F- 14 NOTE 10 – OTHER PAYABLES As of December 31, 2023, other payables consist of unpaid professional fee as follow: December 31, 2023 December 31, 2022 Professional fees $ 1,600,000 $ — The professional fees balance of $ 1,600,000 included outstanding legal fees in relation to shareholders’ litigation, BTC consultant fee, audit fee and listing compliance fee owing to professional parties. NOTE 11 – 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 and 2022 were as follows: For the year ended December 31 2023 For the year ended December 31 2022 Revenue: Service revenue $ 593,808 $ 11,671,335 Cost of revenue ( 989,206 ) ( 9,695,290 ) Gross (loss)/profit ( 395,398 ) 1,976,045 Operating expenses: General and Administrative 11,992,740 5,061,329 Operations Loss ( 12,388,138 ) ( 3,085,284 ) Other expenses ( 92,458 ) 636,934 Loss from discontinued operations before income tax ( 12,480,596 ) ( 2,448,350 ) Income tax (expense)/income ( 31,733 ) 82,653 Loss from discontinued operation after tax ( 12,512,329 ) ( 2,365,697 ) Loss from discontinued operation $ ( 12,512,329 ) $ ( 2,365,697 ) 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. 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 ) F- 15 The major components of assets and liabilities related to discontinued operations are summarized below: December 31, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ - $ 20,002,569 Accounts receivable - 7,377,801 Loan receivables - 1,614,840 Prepayments - 10,342,718 Property and equipment, net - 992,444 Intangible asset - 23,188 Other receivables - 291,040 Total assets related to discontinued operations 40,644,600 Accounts payable $ - $ 425,053 Other payables - 3,120,846 Total liabilities related to discontinued operations $ - $ 3,545,899 NOTE 12 – EQUITY The Company has an unlimited number of ordinary shares authorized, and has issued 195,057,503 shares with no par value as of December 31, 2022. On March 29, 2019, the Company has issued 100,000,000 shares with no par value to thirty-three founders. On September 3, 2019, the Company has 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, there are 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. F- 16 On July 21, 2022, the Company has uplisted its common stock to the Nasdaq Capital Market, and the closing of its public offering of 10,000,000 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 “NXTT.” 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 as of December 31, 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, 1,570,600 shares were issued for a consideration of $ 12,616,454 . The Company’s common stock issued has been increased to 2,625,130 shares as of December 31, 2023. NOTE 13 – INCOME TAXES The Company is subject to U.S. Federal tax laws. The Company has not recognized an income tax benefit for its operating losses in the United States because the Company does not expect to commence active operations in the United States. The Company is currently conducting its major operations in the Hong Kong and PRC through its subsidiaries, which are subject to tax from 16.5 % to 25 %. NOTE 14 – CONTINGENCIES AND COMMITMENT There is no contingencies and commitment during the year. NOTE 15 – SUBSEQUENT EVENT Acquisition of Company On March 1,2024, the Company entered into a 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 Agreement. 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 has been completed in end of April 2024. Change of Company name Effective April 2, 2024, Wetrade Group 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). Our 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. F- 17