Next Technology Holding Inc. 10-Q/A

Item 1. Financial Statements NEXT TECHNOLOGY HOLDINGS INC CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (All amounts shown in U.S. Dollars) As of March 31, 2024 As of December 31, 2023 (audited) Restated Restated ASSETS Current assets: Cash and cash equivalents $ 668,387 $ 668,387 *Digital assets 59,156,975 35,137,576 Accounts receivable- non related parties, net 1,130,664 1,133,117 Prepayments 12,125,500 12,125,500 Total current assets 73,081,526 49,064,580 Total assets 73,081,526 $ 49,064,580 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Account payables 924,127 926,456 ****Amount due to related parties 1,733,732 1,693,098 **Tax payable 130,934 130,942 ***Other payables 1,889,500 1,600,000 Total current liabilities 4,678,293 4,350,496 Non-current liabilities: **Deferred tax liabilities 4,142,759 - Total liabilities 8,821,052 4,350,496 Stockholders’ equity: Common stock; no par value; 2,625,130 issued and outstanding on March 31, 2024 and December 31, 2023 respectively 56,348,650 56,348,650 Accumulated other comprehensive loss ( 113 ) ( 8 ) *****Retained Earnings/(Accumulated Deficit) 7,911,937 ( 11,634,558 ) Total stockholders’ equity 64,260,474 44,714,084 Total liabilities and stockholders’ equity $ 73,081,526 $ 49,064,580 * 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. 1 NEXT TECHNOLOGY HOLDINGS INC CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) For the Three Months End March 31, 2024 For the Three Months End March 31, 2023 Restated Restated Revenue: Service revenue $ — $ — Total service revenue — — Cost of revenue — — Gross Profit — — Operating expenses *General and administrative expense ( 330,145 ) ( 166,295 ) Total operating expenses ( 330,145 ) ( 166,295 ) Loss from operations ( 330,145 ) ( 166,295 ) **Other income 24,019,399 — Profit/ (loss) before income taxes 23,689,254 ( 166,295 ) ***Income tax expenses ( 4,142,759 ) — Net profit/ (loss) from continuing operation $ 19,546,495 $ ( 166,295 ) Net loss from discontinued operation — ( 775,826 ) Comprehensive income Net profit/ (loss) $ 19,546,495 $ ( 942,121 ) Other comprehensive income *Foreign currency translation adjustment ( 105 ) 310,576 Total comprehensive profit/(loss) $ 19,546,390 $ ( 631,545 ) Earnings /(Loss) per share, basic and diluted from continuing operation $ 7.45 $ ( 0.16 ) Earnings /(Loss) per share, basic and diluted from discontinued operation — ( 0.74 ) *Weighted-average shares outstanding, basic and diluted 2,625,130 1,054,530 * 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. 2 NEXT TECHNOLOGY HOLDINGS INC CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) Three months ended March 31, 2024 Common Stock Additional Paid in (Accumulated Deficit)/ Retained Accumulated Other Comprehensive Total Shareholder Shares Amount Capital Earnings Income Equity (Restated) Balance as of December 31, 2023 2,625,130 $ — $ 56,348,650 $ ( 11,634,558 ) $ ( 8 ) $ 44,714,084 Foreign currency translation adjustment — — — — ( 105 ) ( 105 ) *Net profit for the period — — — $ 19,546,495 — $ 19,546,495 Balance as of March 31, 2024 2,625,130 $ — $ 56,348,650 $ 7,911,937 $ ( 113 ) $ 64,260,474 * 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 Common Stock Additional Paid in Accumulated Accumulated Other Comprehensive Total Shareholder Shares Amount Capital Deficits Income Equity (Restated) Balance as of December 31, 2022 1,054,530 $ — $ 43,732,196 $ ( 1,714,858 ) $ ( 310,576 ) $ 41,706,762 Foreign currency translation adjustment — — — — 310,576 310,576 *Loss from discontinued operation — — — ( 775,826 ) — ( 775,826 ) Net loss for the period — — — $ ( 166,295 ) — $ ( 166,295 ) Balance as of March 31, 2023 1,054,530 $ — $ 43,732,196 $ ( 2,656,979 ) $ — $ 41,075,217 * 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. 3 NEXT TECHNOLOGY HOLDINGS INC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three months Ended For the Three months Ended March 31, 2024 March 31, 2023 (Restated) Cash flows from operating activities: *Net Profit/ (loss) $ 19,546,495 $ ( 166,295 ) **Fair value gain from digital assets ( 24,019,399 ) — Loss from discontinued operation — ( 775,826 ) Changes in operating assets and liabilities: Accounts receivables 2,452 — ***Account payables ( 2,328 ) — ****Directors’ fee payable 40,000 — ******Tax payable ( 9 ) — ******Other payables 289,500 — *****Deferred tax liabilities 4,142,759 — Net cash flows used in continued operating activities ( 530 ) ( 942,121 ) Net cash flows used in discontinued operating activities — 430,349 Net cash flows used in operating activities ( 530 ) ( 511,772 ) Cash flow from financing activities: ****Shareholders loan 635 186,000 Net cash flows provided by financing activities 635 186,000 Effect of exchange rate changes on cash ( 105 ) 310,576 Change in cash and cash equivalents: — ( 15,196 ) Cash and cash equivalents, beginning of period $ 668,387 $ 22,926 Cash and cash equivalents, end of period $ 668,387 $ 7,730 Supplemental cash flow information: Cash paid for interest $ — $ — 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. 4 NEXT TECHNOLOGY HOLDINGS INC NOTES TO CONDEDSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 – NATURE OF BUSINESS 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. 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 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 bitcoin. 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. 5 The following table presents a roll-forward of our bitcoin holdings, including additional information related to our bitcoin purchases, and digital asset impairment losses during the period: Digital asset original cost basis Gain from digital asset Market Value of digital asset Approximate number of Bitcoin held Balance on December 31, 2023 24,990,000 10,147,576 35,137,576 833 Digital asset purchase - - - - Fair value change during the period - 24,019,399 24,019,399 - Balance on March 31, 2024 24,990,000 34,166,975 59,156,975 833 Restatement of previously issued financial statement 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 Previously Reported (Not reviewed) Adjustment As Restated General and administrative expenses $ ( 330,143 ) $ ( 2 ) $ ( 330,145 ) Other income $ 24,214,021 $ ( 194,622 ) $ 24,019,399 Tax expenses $ - $ ( 4,142,759 ) $ ( 4,142,759 ) Net profit $ 23,883,878 $ ( 4,337,383 ) $ 19,546,495 Consolidated statement of operation for the three-month period ended March 31, 2023 Previously Reported (Not reviewed) Adjustment As Restated General and administrative expenses $ ( 212,194 ) $ 45,899 $ ( 166,295 ) Net loss $ ( 212,194 ) $ 45,899 $ ( 166,295 ) Consolidated balance sheet as of March 31, 2024 Previously Reported (Not reviewed) Adjustment As Restated Digital assets $ 59,420,922 $ ( 263,947 ) $ 59,156,975 Total assets $ 73,345,474 $ ( 263,947 ) $ 73,081,526 Amount due to related parties $ ( 1,721,732 ) $ ( 12,000 ) $ ( 1,733,732 ) Accrued expenses $ ( 50,020 ) $ 50,020 $ - Deferred tax liabilities $ - $ ( 4,142,759 ) $ ( 4,142,759 ) Tax payable $ - $ ( 130,934 ) $ ( 130,934 ) Other payables and accrued expenses $ ( 1,840,000 ) $ ( 49,500 ) $ ( 1,889,500 ) Total liabilities $ ( 4,535,879 ) $ ( 4,285,173 ) $ ( 8,821,052 ) Accumulated profit $ ( 12,461,058 ) $ ( 4,549,121 ) $ 7,911,937 Total equity $ 68,809,595 $ ( 4,549,121 ) $ 64,260,474 6 Consolidated balance sheet as of December 31, 2023 Previously Reported (Not reviewed) Adjustment As Restated Accumulated deficit $ ( 11,422,820 ) $ ( 211,738 ) $ ( 11,634,558 ) Total shareholders’ equity $ 44,925,822 $ ( 211,738 ) $ 44,714,084 Consolidated statement of cash flows for the three-month period ended March 31, 2024 Previously Reported (Not reviewed) Adjustment As Restated Cash flows from operating activities: Net profit $ 23,883,878 $ ( 4,337,383 ) $ 19,546,495 Fair value gain from digital assets $ ( 24,214,021 ) $ 194,622 $ ( 24,019,399 ) Deferred tax liabilities $ - $ 4,142,759 $ 4,142,759 Account payables $ ( 2,329 ) $ 2 $ ( 2,327 ) Directors’ fee payables $ - $ 40,000 $ 40,000 Net cash flow used in operation expenses $ ( 40,530 ) $ 40,000 $ ( 530 ) Cash flows from financing activities: Shareholders’ loan $ 40,635 $ ( 40,000 ) $ 635 Net cash flow provided by financing activities 40,635 $ ( 40,000 ) $ 635 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. 7 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. Bitcoin meets these criteria. The amendments require crypto assets to meet the criteria to be recognized at fair value with changes recognized in net income each reporting period. Upon adoption, a cumulative-effect adjustment is made to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. ASU 2023-08 is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The Company has early applied ASU 2023-08 and measured crypto assets (presented as digital assets) at fair value with changes recognized in net income this year. The following table summarizes the Company’s digital asset holdings as of: March 31, 2024 December 31, 2023 Approximate number of bitcoins held 833 833 Digital assets carrying value $ 59,156,975 $ 35,137,576 Gain on digital assets during the period/ Year $ 24,019,399 $ 10,147,576 As 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. 8 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. 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. Foreign Currency The Company’s principal country of operations is the PRC. 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. 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 March 31, 2024. March 31, 2024 December 31, 2023 RMB: US$ exchange rate 7.22 7.09 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. 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. 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 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 condensed 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. Accounts Receivable Accounts receivables are presented net of allowance for expected credit loss. The Company uses specific identification in providing for bad debts when facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial conditions of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may be required. The Company maintains an allowance for expected credit loss which reflects its best estimate of amounts that potentially will not be collected. The Company determines the allowance for expected credit loss on general basis taking into consideration various factors including but not limited to historical collection experience and credit-worthiness of the customers as well as the age of the individual receivables balance. Additionally, the Company makes specific bad debt provisions based on any specific knowledge the Company has acquired that might indicate that an account is uncollectible. The facts and circumstances of each account may require the Company to use substantial judgment in assessing its collectability. 9 Leases The 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. 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. 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. 10 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 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 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. Earnings / (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. For the period March 31, 2024 For the period March 31, 2023 (Restated) (Restated) Statement of Operations Summary Information: Net Profit/ (Loss) $ 19,546,495 $ ( 166,295 ) Weighted-average common shares outstanding - basic and diluted 2,625,130 1,054,530 Earnings / (loss) per share, basic and diluted $ 7.45 $ ( 0.16 ) 11 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 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. 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. 12 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: March 31, 2024 December 31, 2023 Bank Deposits- Outside USA $ 668,387 $ 668,387 NOTE 6 – DIGITAL ASSETS As of March 31, 2024, digital assets holdings are as follows: March 31, 2024 December 31, 2023 (Restated) (Restated) Opening balance $ 35,137,576 $ — Purchase of BTC — 24,990,000 Gain from digital assets 24,019,399 10,147,576 Ending balance $ 59,156,975 $ 35,137,576 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. NOTE 7 – ACCOUNTS RECEIVABLE As of March 31, 2024, accounts receivable are related to the services fee receivable from customers as follow: March 31, 2024 December 31, 2023 Accounts Receivable $ 1,130,664 $ 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 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. 13 NOTE 8 – PREPAYMENTS As of March 31, 2024, prepayments consist of the following: March 31, 2024 December 31, 2023 Prepayment for digital assets $ 12,125,500 $ 12,125,500 As previously disclosed in a Form 8-K filed on September 28, 2023, the Company entered into a BTC Trading Contract (the “BTC Contract”) with an autonomous organization (the “Association Seller”), which supports its members in the sale of BTC. While the Association Seller provides services to facilitate the sale of BTC by its members, it does not exert control over them by ownership or contract, nor does it make decisions for its members relating to the sale of BTC. None of the members of the Association Seller hold equity, serve as director or officer, or otherwise has voting power or management rights of the Association Seller. Under the BTC Contract, the Company has the right to purchase up to 6,000 BTC from the members of the Association Seller (each, a “BTC Seller”) through the Association Seller at a locked price of $30,000/BTC over a 12-month period commencing on September 25, 2023, with payment to be made in the form of cash or the Company’s shares. Although the BTC Contract states that the Association Seller (Party B) “owns the virtual currency”, to our knowledge, this statement was mistakenly made. As of the date of the BTC Contract, it were the individual members of the Association Seller, not the Association Seller itself, who own the BTC to be sold under the BTC Contract. We believe the Association Seller will coordinate with its members to fulfill the Company’s purchase of BTC, however, we cannot guarantee that the Company will be able to purchase BTC from the BTC Sellers. The BTC Contract was entered into solely between the Company and the Association Seller and no BTC Sellers owe any legal obligation to the Company in connection with the purchase and sale of BTC. Following the execution of the BTC Contract, the Company purchased 833 BTC from the BTC Sellers and decided to purchase an additional 1,000 BTC (the “1,000 BTC Purchase”). As of December 31, 2023, the Company made a prepayment to the BTC Sellers through the Association Seller of approximately $ 12,125,500 (the “Prepayment Amount”), representing 40 % of the total purchase price for 1000 BTC. The prepayment was made to secure favorable pricing and demonstrate the Company’s commitment to completing the 1,000 BTC Purchase. This prepayment is refundable if the 1,000 BTC Purchase is not completed. While negotiating the terms of the 1,000 BTC Purchase with the BTC Sellers, the Company decided to exercise its right under the BTC Contract to purchase 5,000 BTC (the “5,000 BTC Purchase”), which includes the previously planned 1,000 BTC. To reflect the then price increase in BTC and finalize the transaction details of the 5,000 BTC Purchase, the Company and the Association Seller entered into that certain Amendment Agreement (the “Amendment Agreement”) on May 2, 2024, which was previously disclosed in a Form 8-K filed by the Company on May 6, 2024. According to the Amendment Agreement, the Company agreed to pay the aggregate price for the 5,000 BTC through the issuance of 40,000,000 shares of the Company’s common stock (the “Common Stock”) valued at $ 3.75 per share, which was the closing market price of the Common Stock as of May 1, 2024 (the “Then FMV”) and warrants to purchase 80,000,000 shares of the Common Stock with the exercise price of $ 2.6 per share (equal to 70 % of the Then FMV). In connection with the 5,000 BTC Purchase, on May 8, 2024, the Company filed a Preliminary Information Statement on Schedule 14C (the “Preliminary 14C”). Subsequently, the Company decided to cease pursuing the 5,000 BTC Purchase due to the market fluctuations in BTC and further discussions with the BTC Sellers, which was previously disclosed on a Form 8-K filed by the Company on June 26, 2024. 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. 14 NOTE 9 – AMOUNT DUE TO RELATED PARTIES March 31, 2024 December 31, 2023 (Restated) (Restated) Related parties payable $ 282,535 $ 282,535 Amount due to shareholders 607,197 606,563 Director fee payable 844,000 804,000 $ 1,733,732 $ 1,693,098 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. The 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: December 31, 2023 December 31, 2023 Account payable $ 924,127 $ 926,456 NOTE 11 – OTHER PAYABLES As of March 31, 2024, other payables consist of unpaid professional fee as follows: March 31, 2024 December 31, 2023 Professional fees $ 1,889,500 $ 1,600,000 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. 15 NOTE 12 – SHAREHOLDERS’ EQUITY The 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. 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. On July 21, 2022, the Company completed uplisting of its common stock to the Nasdaq Capital Market, and the closing of its public offering of 10,000,000 shares of common stock with the gross proceeds of $ 40,000,000 and net proceeds of $ 37,057,176 after deducting the total offering cost of $ 2,942,824 . The shares were priced at $ 4.00 per share, and the offering was conducted on a firm commitment basis. The shares continue to trade under the stock symbol “WETG.” The Company’s total issued and outstanding common stock has been increased to 195,032,503 shares after the offering. On July 22, 2022, the Company issued 25,000 shares of common stock to certain service providers for services in connection with the public offering, the fair value of the share was $ 477,500 . The Company’s total issued and outstanding common stock has been increased to 195,057,503 shares in 2022. On June 9, 2023, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 1 for 185 reverse stock split (“Reverse Stock Split”). The total issued and outstanding shares of the Company’s common stock decreased from 195,057,503 to 1,054,530 shares, with the par value unchanged at zero. In September 2023, there were 1,570,600 shares issued with the total amount of $ 12,616,454 , and the Company’s common stock issued has been increased to 2,625,130 shares as of March 31, 2024. 16 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. 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 certain operations in the PRC through its subsidiaries, which are subject to tax to 25 %. NOTE 14 – SUBSEQUENT EVENTS 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 $ 3.40 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 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, 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. Amended and Restated BTC Trading Contract On September 24, 2024, the Company and the Association Seller entered into an Amended and Restated BTC Trading Contract (the “Amended BTC Contract”), which amended and restated the BTC Contract. Under the Amended BTC Contract, the Company is entitled to purchase up to 5,167 BTC (the “Total BTC”) from the BTC sellers set forth on Schedule I to the Amended BTC Contract (the “Schedule I BTC Sellers”) through the Association Seller at a purchase price of US$30,000 per BTC (subject to an additional purchase price by issuance of warrants to purchase shares of Common Stock at a nominal exercise price as described below) over a 12-month period commencing on the date of the Amended BTC Contract. The purchase price for the Total BTC will be paid by the Company in cash or shares of Common Stock. Although the Amended BTC Contract states that the Association Seller (Party B) “owns the virtual currency”, to our knowledge, this statement was mistakenly made. As of the date of the Amended BTC Contract, it were the Schedule I BTC Sellers who are the individual members of the Association Seller, not the Association Seller itself, who own the BTC to be sold under the Amended BTC Contract. To our knowledge, the Association Seller entered into a cooperation agreement with each Schedule I BTC Sellers (the “Cooperation Agreement”) on the same day when the Amended BTC Contract was entered. Under the Cooperation Agreement, each Schedule I BTC Seller agrees to transfer a specified number of BTC (as set forth in the Cooperation Agreement) to a BTC wallet address designated by the Association Seller for the transactions contemplated under the Amended BTC Contract. While we believe the Association Seller will be able to coordinate with its members to fulfill the Company’s purchase of BTC if the Company so decides, we cannot guarantee that the Company will successfully acquire BTC pursuant to the Amended BTC Contract. The Amended BTC Contract was entered into solely between the Company and the Association Seller and no Schedule I BTC Sellers owe any legal obligation to the Company in connection with the purchase and sale of BTC. Furthermore, as the Company is not a party to the Cooperation Agreement, it cannot enforce the terms of the Cooperation Agreement against any Schedule I BTC Sellers should such Schedule I BTC Sellers do not perform their obligations under the Cooperation Agreement. For example, if a Schedule I BTC Seller does not transfer its committed BTC to the Association Seller pursuant to the Cooperation Agreement, we may not be able to purchase such BTC from the Association Seller pursuant to the Amended BTC Contract. 17 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 . 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. 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 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; 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. 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 5635(d). 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. 18