What changed in this filing

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Item 1. Financial Statements

2024-12-12 compared with 2024-12-12 · 502 added, 542 removed, 178 unchanged (85% of the section changed)

Financial Statements

NEXT TECHNOLOGY HOLDINGS

CONDENSED CONSOLIDATED BALANCE SHEETS

TECHNOLOGY HOLDINGS INC

CONSOLIDATED BALANCE SHEETS

(All amounts shown in U.S.

2 unchanged sentences

Digital assets

Accounts receivable- non related parties, net

Accounts receivable-third parties, net

Total current assets

Non-current assets:

Investment in associate company

LIABILITIES AND STOCKHOLDERS’ EQUITY

2 unchanged sentences

*Amount due to related parties

**Tax payable

Other payables

6 unchanged sentences

no par value;

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

6,976,410 and 1,054,530 issued and outstanding on June 30, 2024 and December 31, 2023 respectively

Accumulated other comprehensive loss

*****Retained Earnings/(Accumulated Deficit)

**Retained Earnings /(Accumulated

( 11,634,558 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

* There is an adjustment of $263,947 in digital assets due to over-statement of its fair value of $263,947

** There is an adjustment of $4,142,759 in both tax expenses and deferred tax liabilities due to under-provision of tax expenses and an adjustment of $130,934 in tax payable.

*** There is a reclassification of $50,020 from accrued expenses to other payables and an adjustment of $520 in other payables due to error recording in other payables.

**** There is an adjustment of $12,000 in the amount due to related parties due to error recording in the amount due to related parties.

***** There is a prior year adjustment of $211,738 in FY 2023 accumulated deficit due to an increase in loss of discontinued operation in prior year.

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

NEXT TECHNOLOGY HOLDINGS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

Total stockholders’

Total liabilities

and stockholders’ equity

* There is a reclassification amount of $594,140 from amount due to related parties to equity as these related parties loans have been converted to equity.

** There is an adjustment of $10,530 in both tax expenses and deferred tax liabilities due to under-provision of tax expenses.

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

TECHNOLOGY HOLDINGS INC

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months End

Six Months End

Six Months Ended

Service revenue

2 unchanged sentences

Operating expenses

*General and administrative expense

General and administrative

Total operating expenses

Loss from operations

**Other income

Other income/(loss)

( 8,423,621 )

Profit/ (loss) before income taxes

***Income tax expenses

( 8,768,620 )

*Income tax credit/(expenses)

( 2,301,348 )

Net profit/ (loss) from continuing operation

$ ( 6,927,209 )

Net loss from discontinued operation

$ ( 136,480 )

$ ( 302,775 )

Net profit/ (loss) from discontinued operation

( 1,077,744 )

( 1,853,570 )

Comprehensive income

1 unchanged sentence

$ ( 6,927,209 )

$ ( 1,214,224 )

$ ( 2,156,345 )

Other comprehensive income

Foreign currency translation adjustment

Total comprehensive profit/(loss)

Total comprehensive

profit/ (loss)

( 6,927,209 )

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

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

*Weighted-average shares outstanding, basic and diluted

* There is an adjustment of $2 in general and administrative expenses and $8 in foreign currency translation adjustment due to rounding errors.

** There is an adjustment of $194,622 in other income due to error recording and over-statement of other income of $194,622.

*** There is an adjustment of $4,142,759 in both tax expenses and deferred tax liabilities due to under-provision of tax expenses.

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

NEXT TECHNOLOGY HOLDINGS

CONDENSED CONSOLIDATED STATEMENT OF CHANGES

IN STOCKHOLDERS’ EQUITY

Three months ended March 31, 2024

(Accumulated Deficit)/ Retained

$ ( 1,214,224 )

( 1,845,769 )

Earnings /(Loss)

per share, basic and diluted from continuing operation

Earnings /(Loss) per share, basic and diluted

from discontinued operation

Weighted-average

shares outstanding, basic and diluted

* There is an adjustment of $10,530 in tax expenses and a decrease in net profit by $10,530 due to under-provision of tax expenses.

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

TECHNOLOGY HOLDINGS INC

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

months ended June 30, 2024

Comprehensive

Balance as of March 31, 2024

Stock issued during the period

Foreign currency translation adjustment

*Net loss for the period

$ ( 6,927,209 )

Balance as of June 30, 2024

* There is an adjustment of $10,530 in tax expenses and a decrease in net profit by $10,530 due to under-provision of tax expenses.

Six months ended June 30, 2024

Comprehensive

Balance as of December 31, 2023

$ ( 11,634,558 )

Stock issued during the period

Foreign currency translation adjustment

*Net profit for the period

Balance as of June 30, 2024

* There is an adjustment

of $10,530 in tax expenses and a decrease in net profit by $10,530 due to under-provision

of tax expenses.

months ended June 30, 2023

Balance as of March 31, 2023

* Adjustment of $194,622 in other income due to error recording and over-statement of other income of $194,622 and there is an adjustment of $4,142,759 in both tax expenses due to under-provision of tax expenses.

Three months ended March 31, 2023

$ ( 2,656,979 )

Loss from discontinued operation

( 1,077,744 )

Net loss for the period

$ ( 136,480 )

Balance as of June 30, 2023

$ ( 3,871,203 )

months ended June 30, 2023

Comprehensive

4 unchanged sentences

Loss from discontinued operation

( 1,853,570 )

Net loss for the period

1 unchanged sentence

$ ( 302,775 )

Balance as of March 31, 2023

Balance as of June 30, 2023

$ ( 3,871,203 )

* There is a prior year adjustment of $211,738 in FY 2023 accumulated deficit due to an increase in loss of discontinued operation in prior year.

The accompanying notes are an integral part

of these unaudited condensed consolidated f inancial statements.

NEXT TECHNOLOGY HOLDINGS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

TECHNOLOGY HOLDINGS INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months Ended

Cash flows from operating activities:

4 unchanged sentences

Loss from discontinued operation

( 1,853,570 )

Changes in operating assets and liabilities:

1 unchanged sentence

Account payables

****Directors’ fee payable

******Tax payable

Director fee payable

Accrued expenses

Other payables

1 unchanged sentence

Net cash flows used in continued operating activities

Net cash flows used in discontinued operating activities

( 2,156,345 )

Net cash flows used in discontinued

operating activities

Net cash flows used in operating activities

1 unchanged sentence

**Shareholders’ loan

Net cash flows provided by financing activities

**Proceeds from stock issuances

Net cash flows provided

by financing activities

Effect of exchange rate changes on cash

Change in cash and cash equivalents:

Cash and cash equivalents, beginning of period

Cash and cash equivalents, beginning

Cash and cash equivalents, end of period

2 unchanged sentences

Cash paid for taxes

* There is an adjustment of $4,142,759 in both tax expenses and an adjustment of 194,622 in other income, therefore resulting in changes in net profit in operating activities.

** There is an adjustment of $194,622 in fair value gain from digital assets due to over-provision of its fair value gain.

*** There is an adjustment of $2 in account payables due to rounding error.

**** There is a reclassification of $40,000 from shareholders’ loan to directors’ fee payable in operating activities.

***** There is an adjustment of $4,142,759 in both tax expenses and deferred tax liabilities due to under-provision of tax expenses.

****** Reclassification of $130,934 from other payables to tax payable

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

NEXT TECHNOLOGY HOLDINGS

TO CONDEDSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS

Next 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.

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 include 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

We 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.

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 digital asset impairment losses during the

* There is an adjustment of $10,530 in both tax expenses and deferred tax liabilities due to under-provision of tax expenses, which also result in net profit decrease by $10,530.

** There is a reclassification amount of $594,140 from shareholders’ loan to proceeds from stock issuances as these related parties loans have been converted to equity.

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

TECHNOLOGY HOLDINGS INC

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 – NATURE OF BUSINESS

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

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 include 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.

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:

Digital asset

1 unchanged sentence

digital asset

Market Value of

Balance on December 31, 2023

1 unchanged sentence

Fair value change during the period

Balance on March 31, 2024

Restatement of previously issued financial

The Company discovered rounding errors

and accounting treatment errors in general and administrative expenses, other income, tax expenses, amount due to related parties,

deferred tax liabilities and other payables and accrued expenses during the audit review for the period ended March 31, 2024,

including rounding error of $ 2 in general and administrative expenses, over-statement of other income and digital assets,

under-provision of tax expenses and deferred tax liabilities of $ 4,142,759 , reclassification of $ 130,934 tax payable from other

payable, and adjustment of $ 12,000 in amount due to related parties for the three-month period ended March 31, 2024.

Effects of the restatement are as follows:

Consolidated statement of operation for the three-month period

ended March 31, 2024

(Not reviewed)

General and administrative expenses

$ ( 330,143 )

$ ( 330,145 )

$ ( 194,622 )

$ ( 4,142,759 )

$ ( 4,337,383 )

Consolidated statement

of operation for the three-month period ended March 31, 2023

(Not reviewed)

General and administrative expenses

$ ( 212,194 )

$ ( 166,295 )

$ ( 212,194 )

$ ( 166,295 )

Consolidated balance sheet as of March 31, 2024

(Not reviewed)

Digital assets

$ ( 263,947 )

Balance on June 30, 2024

of previously issued financial statement

Company discovered error in amount due to related parties, common stock, tax expenses and deferred tax liabilities during the audit review

for the period ended June 30, 2024 that $ 594,140 of amount due to related parties has been converted to equity and under-provision of

tax expenses and deferred tax liabilities of $ 10,530 for the six month period ended June 30, 2024.

of the restatement is as follows:

Consolidated statement of operation for the six months period

ended June 30,2024

Previously Reported (Not reviewed)

Consolidated balance sheet as of June 30,2024

Previously Reported (Not reviewed)

Amount due to related parties

$ ( 594,140 )

$ ( 1,733,732 )

Accrued expenses

Deferred tax liabilities

$ ( 4,142,759 )

$ ( 130,934 )

Other payables and accrued expenses

$ ( 1,840,000 )

$ ( 1,889,500 )

Total liabilities

$ ( 583,610 )

$ ( 4,285,173 )

$ ( 8,821,052 )

Accumulated profit

$ ( 12,461,058 )

$ ( 4,549,121 )

Consolidated balance sheet as of December 31, 2023

(Not reviewed)

Accumulated deficit

$ ( 11,422,820 )

$ ( 211,738 )

$ ( 11,634,558 )

Total shareholders’ equity

$ ( 211,738 )

Consolidated statement

of cash flows for the three-month period ended March 31, 2024

(Not reviewed)

Consolidated statement of cash flows for the six months period

ended June 30,2024

Previously Reported (Not reviewed)

Cash flows from operating activities:

$ ( 4,337,383 )

Fair value gain from digital assets

$ ( 24,214,021 )

$ ( 24,019,399 )

Deferred tax liabilities

Account payables

Directors’ fee payables

Net cash flow used in operation

Cash flows from financing activities:

Shareholders’ loan

Net cash flow provided by financing

NOTE 2 – SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Basis of Preparation of Financial Statements

The condensed consolidated financial statements

have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries.

All significant

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

The 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.

The statements and related notes have been

prepared pursuant to the rules and regulations of the Securities and Exchange Commission.

Accordingly, certain information and footnote

disclosures normally included in financial statements prepared in accordance with U.S.

GAAP have been omitted pursuant to such rules

and regulations.

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.

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.

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.

$ ( 593,506 )

Proceeds from stock issuance

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Preparation of Financial Statements

condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United

States of America (“GAAP”).

The condensed consolidated financial statements include the financial statements of the Company

and its subsidiaries.

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

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.

certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S.

GAAP have been

omitted pursuant to such rules and regulations.

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

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.

and Other - Crypto Assets

December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure

of Crypto Assets, which establishes accounting guidance for crypto assets meeting certain criteria.

Bitcoin meets these criteria.

The amendments require crypto assets to

meet the criteria to be recognized at fair value with changes recognized in net income each reporting period.

Upon adoption, a cumulative-effect

adjustment is made to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption.

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.

The following table summarizes the Company’s

digital asset holdings as of:

amendments require crypto assets to meet the criteria to be recognized at fair value with changes recognized in net income each reporting

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 period.

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

Approximate number of bitcoins held

1 unchanged sentence

Gain on digital assets during the period/ Year

of March 31, 2024, approximately 833 of the bitcoins held by the Company, which had a carrying value of approximately $ 59.2 million on

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

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 unaudited condensed consolidated balance sheets for cash and cash equivalents approximate their fair value.

Company’s cash that is held in bank accounts in Hong Kong and PRC are not protected by Federal Deposit Insurance Corporation (“FDIC”)

Foreign Currency

The Company’s principal country of operations

The accompanying condensed 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 condensed 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.

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

March 31, 2024.

of June 30, 2024, the Company had approximately 833 bitcoins which had a carrying value of approximately $ 50.7 million.

and 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.

The carrying amounts reported in the accompanying unaudited condensed 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 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

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

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 June 30, 2024.

US$ exchange rate

The balance sheet amounts, with the exception

of equity, as of March 31, 2024 and December 31, 2023 were translated at 7.22 RMB and 7.09 RMB to US$ 1.00 , respectively.

The equity accounts

were stated at their historical rates.

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 7.08 RMB to US$ 1.00 , respectively.

were also translated at average translation rates for the period and, therefore, amounts reported on the statement of cash flows

would not necessarily agree with changes in the corresponding balances on the condensed consolidated balance sheet.

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

to US$1.00, respectively.

The equity accounts were stated at their historical rates.

The average translation rates applied to statements

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.

Cash flows were also translated at average translation rates for the period and, therefore, amounts

reported on the statement of cash flows would not necessarily agree with changes in the corresponding balances on the condensed consolidated

balance sheet.

in associate company that we have significant influence but do not have control over the investee are accounted for under the equity

We will periodically review the investment for impairment.

The initial measurement and periodic subsequent adjustments of the

investment are calculated by applying the ownership percentage to the net assets or equity of the partially owed entity under ASC 323.

Consolidation

The Company’s condensed 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

Company’s condensed 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.

preparation of financial statements in conformity with US GAAP requires management to make judgement estimates and assumptions that affect

5 unchanged sentences

such as contingent liabilities.

Accounts Receivable

receivables are presented net of allowance for expected credit loss.

10 unchanged sentences

in assessing its collectability.

The Company adopted Accounting Standards Update

2016-02, Leases (Topic 842) (ASU 2016-02), and generally requires lessees to recognize operating and financing lease liabilities

and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and

uncertainty of cash flows arising from leasing arrangements.

Operating 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.

Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our condensed consolidated

balance sheets.

ROU 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.

Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments

over the lease term.

As most of the leases do not provide an implicit rate, we use the industry incremental borrowing rate based on the

information available at commencement date in determining the present value of lease payments.

We use the implicit rate when readily

determinable.

The operating lease ROU asset also includes any lease payments made and excludes lease incentives.

The lease terms may

include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Lease expense for lease

payments is recognized on a straight-line basis over the lease term.

ASU 2016-02 requires that public companies use

a secured incremental browning rate for the present value of lease payments when the rate implicit in the contract is not readily determinable.

We determine a secured rate on a quarterly basis and update the weighted average discount rate accordingly.

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.

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.

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

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 that 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 subsidiaries in Hong Kong and

Company adopted Accounting Standards Update No.

2016-02, Leases (Topic 842) (ASU 2016-02), and generally requires lessees to recognize

operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures

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.

Finance leases are included in property and equipment, other current liabilities, and other long-term

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.

Operating lease ROU assets and liabilities are recognized at commencement date

based on the present value of lease payments over the lease term.

As most of the leases do not provide an implicit rate, we use the industry

incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

We use the implicit rate when readily determinable.

The operating lease ROU asset also includes any lease payments made and excludes

lease incentives.

The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

2016-02 requires that public companies use a secured incremental browning rate for the present value of lease payments when the rate

implicit in the contract is not readily determinable.

We determine a secured rate on a quarterly basis and update the weighted average

discount rate accordingly.

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

for a software product in development.

Research and development costs associated with establishing technological feasibility are expensed

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.

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

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.

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 that the position will be sustained upon examination by the tax authorities.

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.

Company has subsidiaries 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 Department of Hong Kong and Tax Department of PRC.

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 Department

of Hong Kong and Tax Department of PRC.

(Loss) Per Share

Earnings/(Loss) 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 (loss) 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 profit periods as their effect would be anti-dilutive.

As of March 31, 2024, there were no potentially

dilutive shares.

(loss) 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 (loss) per share of common stock attributable

to common stockholders when their effect is dilutive.

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

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

Three Months Ended

Six Months Ended

Statement of Operations Summary Information:

1 unchanged sentence

( 6,927,209 )

Weighted-average common shares outstanding - basic and diluted

Earnings / (loss) per share, basic and diluted

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 non-financial items that are recognized and disclosed at fair value in the financial statements on

a non-recurring basis.

The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure

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.

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

Recent 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.

NOTE 4 – REVENUE

We are in the business of providing AI-enabled

software development services for industrial and other customers.

As of and for the period ended March 31, 2024,

there were no revenue generated from SAAS business.

NOTE 5 – CASH AND CASH EQUIVALENTS

As of March 31, 2024, the Company held cash

in bank in the amount of $ 668,388 , which consists of the following:

Bank Deposits- Outside USA

NOTE 6 – DIGITAL ASSETS

As of March 31, 2024, digital assets holdings

are as follows:

Opening balance

Purchase of BTC

Gain from digital assets

Ending balance

As of March 31, 2024, the Company held approximately

833 BTC at the total cost of $ 24,990,000 .

For the three months ended March 31, 2024 and for the year ended December 31, 2023, the

Company recognized gain of $ 24,019,399 and $ 10,147,576 on digital assets respectively.

7 – ACCOUNTS RECEIVABLE

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

$ ( 302,775 )

Weighted-average common shares outstanding

- basic and diluted

Earnings/ (loss) per share, basic

Value Measurements

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 non-financial items that are recognized and disclosed at fair value

in the financial statements on a non-recurring basis.

The guidance establishes a fair value hierarchy that prioritizes the inputs to

valuation techniques used to measure fair value.

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:

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.

2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly

or indirectly.

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.

3 – RECENT ACCOUNTING PRONOUNCEMENTS

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.

As of and for the period ended June 30, 2024,

there was no revenue generated from SAAS business.

5 – CASH AND CASH EQUIVALENTS

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

Deposits- Outside USA

6 – DIGITAL ASSETS

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

from digital assets

of June 30, 2024, the Company held 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 – ACCOUNTS RECEIVABLE

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 bad debt expense through the condensed 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.

NOTE 8 – PREPAYMENTS

As of March 31, 2024, prepayments consist of

the following:

Prepayment for digital assets

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

The Company does not require collateral for accounts

The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses.

The Company records

the allowance against bad debt expense through the condensed 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.

8 – PREPAYMENTS

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

for digital assets

As previously disclosed in a Form 8-K filed

5 unchanged sentences

None of the members of the Association Seller hold equity, serve as director or officer,

or otherwise has voting power or management rights of the Association Seller.

or otherwise have voting power or management rights of the Association Seller.

Under the BTC Contract, the Company has the

11 unchanged sentences

and no BTC Sellers owe any legal obligation to the Company in connection with the purchase and sale of BTC.

Following the execution of the BTC Contract, the Company

purchased 833 BTC from the BTC Sellers and decided to purchase an additional 1,000 BTC (the “1,000 BTC Purchase”).

December 31, 2023, the Company made a prepayment to the BTC Sellers through the Association Seller of approximately $ 12,125,500 (the

“Prepayment Amount”), representing 40 % of the total purchase price for 1000 BTC.

The prepayment was made to secure favorable

pricing and demonstrate the Company’s commitment to completing the 1,000 BTC Purchase.

This prepayment is refundable if the 1,000

BTC Purchase is not completed.

While negotiating the terms of the 1,000 BTC Purchase with the BTC Sellers, the Company decided to exercise

its right under the BTC Contract to purchase 5,000 BTC (the “5,000 BTC Purchase”), which includes the previously planned

To reflect the then price increase in BTC and finalize the transaction details of the 5,000 BTC Purchase, the Company and

the Association Seller entered into that certain Amendment Agreement (the “Amendment Agreement”) on May 2, 2024, which was

previously disclosed in a Form 8-K filed by the Company on May 6, 2024.

According to the Amendment Agreement, the Company agreed

to pay the aggregate price for the 5,000 BTC through the issuance of 40,000,000 shares of the Company’s common stock (the “Common

Stock”) valued at $ 3.75 per share, which was the closing market price of the Common Stock as of May 1, 2024 (the “Then FMV”)

and warrants to purchase 80,000,000 shares of the Common Stock with the exercise price of $ 2.6 per share (equal to 70 % of the Then FMV).

In connection with the 5,000 BTC Purchase, on May 8, 2024, the Company filed a Preliminary Information Statement on Schedule 14C (the

“Preliminary 14C”).

Subsequently, the Company decided to cease pursuing the 5,000 BTC Purchase due to the market fluctuations

in BTC and further discussions with the BTC Sellers, which was previously disclosed on a Form 8-K filed by the Company on June 26, 2024.

Despite the cancellation of the 5,000 BTC Purchase, negotiations regarding

the original 1,000 BTC Purchase continued.

The Company’s original plan was to settle the remaining 60% of the total purchase price

for 1,000 BTC through the issuance of the 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 the 1,000 BTC Purchase.

However, the Board believed in the potential long-term appreciation

As a result, it has decided to halt the 1,000 BTC Purchase and instead re-negotiate the terms with the Associate Seller to

acquire 5,167 BTC, which represents the maximum number of BTC that the Company was entitled to purchase under the BTC Contract minus

the BTC already acquired under the BTC Contract.

NOTE 9 – AMOUNT DUE TO RELATED PARTIES

Related parties payable

Amount due to shareholders

Director fee payable

The related party balance of $ 282,535 represented

advances from former shareholders for Company’s daily operation.

As of March 31, 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.

As of March 31, 2024, the director fee payable

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

amount due to related parties are interest free, unsecured and have

no fixed repayment period.

NOTE 10 – ACCOUNT PAYABLES

As of March 31, 2024 and December 31, 2023, account

payable are related to the software services fee payables to suppliers as follow:

Account payable

NOTE 11 – OTHER PAYABLES

As of March 31, 2024, other payables consist

of unpaid professional fee as follows:

Professional fees

Professional fees of $ 1,889,500 comprise outstanding legal fees in

relation to shareholders’ litigation, BTC consultant fee and listing compliance fee owing to professional parties.

NOTE 12 – SHAREHOLDERS’ EQUITY

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

On March 29, 2019, the Company issued 100,000,000

shares with no par value to thirty-three founders.

On September 3, 2019, the Company issued a total 74,000 shares at $ 3 each to 5 non-US

shareholders.

Following the execution of the BTC

Contract, the Company purchased 833 BTC from the BTC Sellers and decided to purchase an additional 1,000 BTC (the “1,000 BTC Purchase”).

As of December 31, 2023, the Company made a prepayment

to the BTC Sellers through the Association Seller of approximately $ 12,125,500 (the “Prepayment Amount”), representing 40 %

of the total purchase price for 1000 BTC.

The prepayment was made to secure favorable pricing and demonstrate the Company’s commitment

to completing the 1,000 BTC Purchase.

This prepayment is refundable if the 1,000 BTC Purchase is not completed.

While negotiating the

terms of the 1,000 BTC Purchase with the BTC Sellers, the Company decided to exercise its right under the BTC Contract to purchase 5,000

BTC (the “5,000 BTC Purchase”), which includes the previously planned 1,000 BTC.

To reflect the then price increase in BTC

and finalize the transaction details of the 5,000 BTC Purchase, the Company and the Association Seller entered into that certain Amendment

Agreement (the “Amendment Agreement”) on May 2, 2024, which was previously disclosed in a Form 8-K filed by the Company on

According to the Amendment Agreement, the Company

agreed to pay the aggregate price for the 5,000 BTC through the issuance of 40,000,000 shares of the Company’s common stock (the

“Common Stock”) valued at $3.75 per share, which was the closing market price of the Common Stock as of May 1, 2024 (the “Then

FMV”) and warrants to purchase 80,000,000 shares of the Common Stock with the exercise price of $2.6 per share (equal to 70% of

the Then FMV).

In connection with the 5,000 BTC Purchase, on May 8, 2024, the Company filed a Preliminary Information Statement on Schedule

14C (the “Preliminary 14C”).

Subsequently, the Company decided to cease pursuing the 5,000 BTC Purchase due to the market

fluctuations in BTC and further discussions with the BTC Sellers, which was previously disclosed on a Form 8-K filed by the Company on

June 26, 2024.

Despite the cancellation of the 5,000 BTC

Purchase, negotiations regarding the original 1,000 BTC Purchase continued.

The Company’s original plan was to settle the remaining

60% of the total purchase price for 1,000 BTC through the issuance of the 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 the 1,000 BTC Purchase.

However, the Board believed in

the potential long-term appreciation of the BTC.

As a result, it has decided to halt the 1,000 BTC Purchase and instead re-negotiate

the terms with the Associate Seller to acquire 5,167 BTC, which represents the maximum number of BTC that the Company was entitled to

purchase under the BTC Contract minus the BTC already acquired under the BTC Contract.

Please see “Note 15 – Subsequent Events”

for details regarding the Company’s entry of the Amended BTC Contract.

NOTE 9 – INVESTMENT

As of June 30, 2024, investment consists of

the following:

Investment in an associate company

In April 2024, there are 3,940,000 shares issued

with the total amount of $ 13,396,000 for the acquisition of 20 % of associate company.

The officers, directors and selling shareholders

of associate company are not related party and independent with each other, which are not acting in concert with others.

Investment in associate company that we have

significant influence but do not have control over the investee are accounted for under the equity method.

We will periodically review

the investment for impairment.

The initial measurement and periodic subsequent adjustments of the investment are calculated by applying

the ownership percentage to the net assets or equity of the partially owed entity under ASC 323.

10 – AMOUNT DUE TO RELATED PARTIES

parties payable

due to shareholders

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

of June 30, 2024, the amount due to shareholders of $ 13,057 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, unsecured and have no fixed repayment period.

11 – ACCOUNT PAYABLES

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

12 – OTHER PAYABLES

of June 30, 2024, other payables consist of unpaid professional fee as follows:

Professional fee payables of $ 812,500 comprise outstanding legal fees

in relation to shareholders’ litigation, BTC consultant fee and listing compliance fee owing to professional parties.

NOTE 13 – SHAREHOLDERS’

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

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

On September 3, 2019, the Company issued

a total 74,000 shares at $ 3 each to 5 non-US shareholders.

The total outstanding shares has increased to 100,074,000 shares as of December

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

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

On July 21, 2022, the Company completed uplisting

of its common stock to the Nasdaq Capital Market, and the closing of its public offering of 10,000,000 shares of common stock with the

gross proceeds of $ 40,000,000 and net proceeds of $ 37,057,176 after deducting the total offering cost of $ 2,942,824 .

The shares were

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

The shares continue to trade under the stock symbol

“WETG.” The Company’s total issued and outstanding common stock has been increased to 195,032,503 shares after the

On July 22, 2022, the Company issued 25,000 shares

of common stock to certain service providers for services in connection with the public offering, the fair value of the share was $ 477,500 .

The Company’s total issued and outstanding common stock has been increased to 195,057,503 shares in 2022.

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.

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

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

to 185,032,503 shares as of June 30, 2022.

July 21, 2022, the Company completed uplisting of its common stock to the Nasdaq Capital Market, and the closing of its public offering

of 10,000,000 shares of common stock with the gross proceeds of $ 40,000,000 and net proceeds of $ 37,057,176 after deducting the total

offering cost of $ 2,942,824 .

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

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.

July 22, 2022, the Company issued 25,000 shares of common stock to certain service providers for services in connection with the public

offering, the fair value of the share was $ 477,500 .

The Company’s total issued and outstanding common stock has been increased

to 195,057,503 shares in 2022.

June 9, 2023, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation

2 unchanged sentences

common stock decreased from 195,057,503 to 1,054,530 shares, with the par value unchanged at zero.

In September 2023, there were 1,570,600 shares

issued with the total amount of $ 12,616,454 , and the Company’s common stock issued has been increased to 2,625,130 shares as of

March 31, 2024.

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

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

In April 2024, there are 3,940,000 shares issued

with the total amount of $ 13,396,000 for the acquisition of 20 % of associate company.

On April 9, 2024, 411,280 shares were converted

to equity from loan and outstanding professional fee with the amount of $ 1,974,140 at the conversion price of $ 4.80 per share based on

average price of last 10 trading days.

These loans are related to the long outstanding salaries, professional fee, litigation lawyer

fees and BTC consultant fee paid by shareholders on behalf of the Company.

The amount due to related parties are interest free, unsecured

and have no fixed repayment terms.

Prior to the loan conversion to equity, the amount of $ 1,974,140 is recorded as current liabilities.

Subsequent to loan to equity conversion, the amount of $ 1,974,140 was converted to 411,280 shares and recorded in stockholder’

equity as follows:

Nature of loan:

Conversion price:

Financial impact of conversion:

Advance from shareholders to pay outstanding legal fee, salaries, Edgar filing fee, audit fee, which accumulated from January 2023 to March 2024.

$ 594,140 $ 4.80 123,780 shares Reclassification from amount due to related parties to equity

Accounting and compliance fee, which accumulated from January 2023 to March 2024.

$ 420,000 $ 4.80 87,500 shares Reclassification from other payables to equity

Legal advisory fee in relation to BTC transaction which accumulated from January 2023 to March 2024.

$ 480,000 $ 4.80 100,000 shares Reclassification from other payables to equity

BTC Consultant fee, which accumulated from January 2023 to March 2024.

$ 480,000 $ 4.80 100,000 shares Reclassification from other payables to equity

Total $ 1,974,140 411,280 shares

As of June 30, 2024, the Company’s common

stock issued has been increased to 6,976,410 shares.

NOTE 14 – INCOME TAXES

Company is subject to U.S.

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.

are several subsidiaries were incorporated in Hong Kong and are subject to Hong Kong profits tax at a tax rate of 16.5 %.

The Company is currently conducting its certain

operations in the PRC through its subsidiaries, which are subject to tax to 25 %.

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.

There are several subsidiaries were incorporated

in Hong Kong and are subject to Hong Kong profits tax at a tax rate of 16.5 %.

The Company is currently conducting its operations

in the PRC through its subsidiaries, which are subject to tax from 15 % to 25 %.

NOTE 15 – SUBSEQUENT EVENTS

Acquisition of Company

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 $ 3.40 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 has

been completed in end of April 2024.

Change of Company name

April 2, 2024, the Company has changed its name to Next Technology Holdings 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.

and Restated BTC Trading Contract

Amended and Restated BTC Trading Contract

On September 24, 2024, the Company and the

27 unchanged sentences

to the Cooperation Agreement, we may not be able to purchase such BTC from the Association Seller pursuant to the Amended BTC Contract.

the time when the Amended BTC Contract was signed, the Company indicated its intent to exercise the option to purchase 5,000 BTC out

of the Total BTC pursuant to the Amended BTC Contract (the “Amended 5,000 BTC Transaction”).

According to the terms of the

Amended BTC Contract, the previously-made Prepayment Amount will be applied towards the total purchase price for the Amended 5,000 BTC

Transaction and the Company will pay the remaining balance through (i) the issuance of 135,171,078 shares of Common Stock (the “Shares”)

valued at $ 1.02 per share and (ii) the issuance of warrants to purchase 294,117,647 shares of Common Stock at a nominal exercise price

(the “Warrants”).

value of $ 1.02 per share for the Shares is equal to the sum of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately

preceding the signing of the Amended BTC Contract, and (ii) $ 0.01 .

At the time when the Amended BTC Contract was

signed, the Company indicated its intent to exercise the option to purchase 5,000 BTC out of the Total BTC pursuant to the Amended BTC

Contract (the “Amended 5,000 BTC Transaction”).

According to the terms of the Amended BTC Contract, the previously-made Prepayment

Amount will be applied towards the total purchase price for the Amended 5,000 BTC Transaction and the Company will pay the remaining balance

through (i) the issuance of 135,171,078 shares of Common Stock (the “Shares”) valued at $ 1.02 per share and (ii) the issuance

of warrants to purchase 294,117,647 shares of Common Stock at a nominal exercise price (the “Warrants”).

The value of $ 1.02 per share for the Shares

is equal to the sum of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the Amended

BTC Contract, and (ii) $ 0.01 .

Using the same per value valuation, the warrants are worth approximately $ 300,000,000 .

$ 300,000,000 .

Pursuant to the Amended BTC Contract, the Company shall exercise its

option to purchase BTC thereunder prior to September 24, 2025.

While the Company’s purchase option thereunder is time-limited, the

Amended BTC Contract itself will remain in effect without a defined expiration date, unless otherwise terminated.

In the event of a breach by either party, the non-breaching party has the right

to terminate the agreement.

In such case, the breaching party will be obligated to pay a penalty of $ 18,000,000 to the non-breaching

above description of the Amended BTC Contract does not purport to be complete, and is qualified in its entirety by reference to the full

text of the Amended BTC Contract, a copy of which is attached to the Company’s Current Report on Form 8-K as Exhibit 10.1, filed

with the SEC on September 27, 2024, which is incorporated by reference herein.

on Company’s Capitalization and Stockholder Approval

issuance of securities pursuant to the Amended BTC Contract will not affect the rights of the Company’s existing stockholders,

but such issuances will have a significant dilutive effect on the Company’s existing stockholders, including the voting power of

the existing stockholders.

As of the date of this report, there were

6,976,410 issued and outstanding shares of the Common Stock.

Immediately after the issuance of the Shares (assuming no exercise of the

Warrants), there will be 142,147,488 issued and outstanding shares of the Common Stock, and the ownership percentage of the Company’s

existing stockholders in the Company will be diluted to approximately 4.91 %.

Assuming full exercise of the Warrants concurrently with

the issuance of the Shares, immediately after the issuance of the Shares, there will be 436,265,135 issued and outstanding shares of

Common Stock, and the ownership percentage of the Company’s existing stockholders in the Company will be further diluted to approximately

to Nasdaq Rule 5635(a), if an issuer intends to issue common stock or securities convertible into or exercisable for common stock, in

connection with the acquisition of stock or assets of another company, which may equal or exceed 20 % of the outstanding common stock

or voting power on a pre-transaction basis, the issuer generally must obtain the prior approval of its stockholders.

Pursuant to Nasdaq

Rule 5635(d), if an issuer intends to issue common stock or securities convertible into or exercisable for common stock, other than in

a public offering, which may equal or exceed 20 % of the outstanding common stock or voting power on a pre-transaction basis for a price

that is lower than (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of a binding

or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days

immediately preceding the signing of the binding agreement for such common stock, the issuer generally must obtain the prior approval

of its stockholders.

Shares to be issued to the Schedule I BTC Sellers in the Amended 5,000 BTC Transaction exceeds the threshold for which stockholder

approval is required under Nasdaq Rule 5635(a), and the Warrant Shares to be issued to the Schedule I BTC Sellers upon the full

exercise of the Warrants could result in the issuance of a number of shares exceeding the threshold and pricing for which

stockholder approval is required under Nasdaq 5635(d).

As such, the Company is required to obtain requisite stockholder approval for

the Amended 5,000 BTC Transaction.

disclosed in a Preliminary Information Statement on Schedule 14C filed by the Company on October 3, 2024, the Company has obtained the

requisite stockholder approval for the Amended 5,000 BTC Transaction in accordance with the Company’s articles of incorporation

and bylaws on September 24, 2024.

Pursuant to the Amended BTC Contract, the

Company shall exercise its option to purchase BTC thereunder prior to September 24, 2025.

While the Company’s purchase option thereunder

is time-limited, the Amended BTC Contract itself will remain in effect without a defined expiration date, unless otherwise terminated.

In the event of a breach by either party, the non-breaching party has the right to terminate the agreement.

In such case, the breaching

party will be obligated to pay a penalty of $ 18,000,000 to the non-breaching party.

The above description of the Amended BTC Contract

does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended BTC Contract, a copy of

which is attached to the Company’s Current Report on Form 8-K as Exhibit 10.1, filed with the SEC on September 27, 2024, which is

incorporated by reference herein.

Impact on Company’s Capitalization and

Stockholder Approval

The issuance of securities pursuant to the Amended

BTC Contract will not affect the rights of the Company’s existing stockholders, but such issuances will have a significant dilutive

effect on the Company’s existing stockholders, including the voting power of the existing stockholders.

As of the date of

this report, there were 6,976,410 issued and outstanding shares of the Common Stock .

after the issuance of the Shares (assuming no exercise of the Warrants), there will be 142,147,488 issued and outstanding shares of the

Common Stock, and the ownership percentage of the Company’s existing stockholders in the Company will be diluted to approximately

Assuming full exercise of the Warrants concurrently with the issuance of the Shares, immediately after the issuance of the Shares,

there will be 436,265,135 issued and outstanding shares of Common Stock, and the ownership percentage of the Company’s existing

stockholders in the Company will be further diluted to approximately 1.60 %.

Pursuant to Nasdaq Rule

5635(a), if an issuer intends to issue common stock or securities convertible into or exercisable for common stock, in connection with

the acquisition of stock or assets of another company, which may equal or exceed 20 % of the outstanding common stock or voting power

on a pre-transaction basis, the issuer generally must obtain the prior approval of its stockholders.

Pursuant to Nasdaq Rule 5635(d),

if an issuer intends to issue common stock or securities convertible into or exercisable for common stock, other than in a public offering,

which may equal or exceed 20 % of the outstanding common stock or voting power on a pre-transaction basis for a price that is lower than

(i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of a binding agreement;

the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding

the signing of the binding agreement for such common stock, the issuer generally must obtain the prior approval of its stockholders.

The Shares to be

issued to the Schedule I BTC Sellers in the Amended 5,000 BTC Transaction exceeds the threshold for which stockholder approval is required

under Nasdaq Rule 5635(a), and the Warrant Shares to be issued to the Schedule I BTC Sellers upon the full exercise of the Warrants could

result in the issuance of a number of shares exceeding the threshold and pricing for which stockholder approval is required under Nasdaq

As such, the Company is required to obtain requisite stockholder approval for the Amended 5,000 BTC Transaction.

As disclosed in a Preliminary

Information Statement on Schedule 14C filed by the Company on October 3, 2024, the Company has obtained the requisite stockholder approval

for the Amended 5,000 BTC Transaction in accordance with the Company’s articles of incorporation and bylaws on September 24, 2024.

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/A

Item 1. Financial Statements