What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-12-23 compared with 2024-12-12 · 554 added, 523 removed, 157 unchanged (87% of the section changed)

Financial Statements

TECHNOLOGY HOLDINGS INC

CONSOLIDATED BALANCE SHEETS

(All amounts shown in U.S.

NEXT TECHNOLOGY HOLDING INC.

CONDENSED CONSOLIDATED

BALANCE SHEETS

(All amounts shown

September 30,

Current assets:

2 unchanged sentences

Accounts receivable-third parties, net

Total current assets

Amount due from related parties

Total current

Non-current assets:

Investment in associate company

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

9 unchanged sentences

no par value;

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

Accumulated other comprehensive loss

6,976,410 and 2,625,130 issued and outstanding on September 30, 2024 and December 31, 2023 respectively

Retained Earnings /(Accumulated

3 unchanged sentences

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

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

NEXT TECHNOLOGY HOLDING INC.

CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

September 30,

Total service revenue

1 unchanged sentence

Operating expenses

General and administrative

Total operating expenses

Loss from operations

Other income/(loss)

( 8,423,621 )

Profit/ (loss) before income taxes

General and administrative expense

( 1,242,128 )

*Income tax credit/(expenses)

Total operating expenses

( 1,242,128 )

Net profit/ (loss) from continuing operation

(Loss)/ Profit from operations

( 1,242,128 )

Other income/(loss)

( 14,406,397 )

( 14,406,396 )

Net profit/ (loss) from discontinued operation

Profit/ (loss) before income taxes

( 13,412,061 )

( 13,714,836 )

Comprehensive income

*Net profit/ (loss)

Income tax expenses

( 2,666,078 )

Net profit/ (loss) from continuing operation

$ ( 13,412,061 )

$ ( 13,714,836 )

Other comprehensive income

Foreign currency translation adjustment

Total comprehensive

profit/ (loss)

Net profit/ (loss) from

discontinued operation

( 1,552,178 )

Total comprehensive profit/ (loss)

$ ( 13,110,669 )

$ ( 15,267,014 )

Earnings /(Loss)

per share, basic and diluted from continuing operation

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 )

Weighted-average shares

outstanding, basic and diluted

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

NEXT TECHNOLOGY HOLDING INC.

CONDENSED CONSOLIDATED

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Three months ended September 30, 2024

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

Net profit for the period

Gain from discontinued operation

Balance as of September 30, 2024

Nine months ended September 30, 2024

Balance as of December 31, 2023

1 unchanged sentence

Stock issued during the period

Foreign currency translation adjustment

Net profit for the period

Gain from discontinued operation

Balance as of September 30, 2024

Three months ended September 30, 2023

Balance as of June 30, 2023

* 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

$ ( 3,871,203 )

Loss from discontinued operation

( 1,077,744 )

Stock issued during the period

Gain from discontinued operation

Net loss for the period

1 unchanged sentence

( 13,412,061 )

Balance as of June 30, 2023

Balance as of September 30, 2023

$ ( 16,981,872 )

months ended June 30, 2023

Nine months ended September 30, 2023

Comprehensive

2 unchanged sentences

$ ( 310,576 )

Stock issued during the period

Foreign currency translation adjustment

5 unchanged sentences

( 13,714,836 )

Balance as of June 30, 2023

Balance as of September 30, 2023

$ ( 16,981,872 )

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

The accompanying notes are an integral part

of these unaudited condensed consolidated f inancial statements.

NEXT TECHNOLOGY HOLDING INC.

CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

Nine months Ended

September 30,

Cash flows from operating activities:

1 unchanged sentence

$ ( 13,714,836 )

Fair value gain from digital assets

Fair value (gain)/loss from digital assets

( 17,899,568 )

Loss from discontinued operation

Gain/ (loss) from discontinued operation

( 1,552,178 )

8 unchanged sentences

( 11,886,808 )

Net cash flows used in discontinued

operating activities

Net cash flows used in operating activities

Net cash flows used in discontinued operating

Net cash flows (used in)/ provided by operating

Cash flow from Investing activities:

Prepayment for digital assets

( 12,125,500 )

Digital assets

( 24,990,000 )

Net cash flows used in investing activities

( 37,115,500 )

Cash flow from financing activities:

1 unchanged sentence

Proceeds from stock issuances

Net cash flows from financing activities

Net cash flows from discontinued activities

Net cash flows provided

2 unchanged sentences

Change in cash and cash equivalents:

Cash and cash equivalents, beginning

Cash and cash equivalents, beginning of

Cash and cash equivalents, end of period

2 unchanged sentences

Cash paid for taxes

* 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:

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

NEXT TECHNOLOGY HOLDING INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS

Next Technology Holding 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 financing 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

Digital asset

1 unchanged sentence

digital asset

Balance on December 31, 2023

1 unchanged sentence

Fair value change during the period

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 )

Deferred tax liabilities

Total liabilities

$ ( 583,610 )

Accumulated profit

Consolidated statement of cash flows for the six months period

ended June 30,2024

Previously Reported (Not reviewed)

Cash flows from operating activities:

Deferred tax liabilities

Cash flows from financing activities:

Shareholders’ loan

$ ( 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.

Balance on September 30, 2024

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 nine months ended September 30, 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 September 30, 2024, the results of its operations for the nine months ended September 30, 2024 and 2023, and its cash flows for the

nine months ended September 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.

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.

Bitcoin meets these criteria.

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:

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 period.

The following table summarizes the Company’s

digital asset holdings as of:

September 30,

Approximate number of bitcoins held

1 unchanged sentence

Gain on digital assets during the period/year

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

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.

As of September 30, 2024, the Company had approximately

833 bitcoins which had a carrying value of approximately $ 53.04 million.

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”)

Functional Currency

The Company’s principal countries of operations

are USA and Hong Kong.

The accompanying condensed consolidated financial statements are presented in US$ and the functional currency

of the Company is US$.

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 owned entity under ASC 323.

Consolidation

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

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;

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

however, actual results could differ from these estimates.

accounting estimates include the allowance for expected credit loss, valuation of deferred tax assets, and certain accrued liabilities

such as contingent liabilities.

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

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

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.

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.

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.

In determining the amount of the allowance

for credit losses, the Company considers historical collection history based on past due status, the current aging of receivables, customer-specific

credit risk factors including their current financial condition, current market conditions, and probable future economic conditions which

inform adjustments to historical loss patterns.

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.

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.

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

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.

(Loss) Per Share

(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:

Net Profit/ (Loss)

( 6,927,209 )

$ ( 302,775 )

Weighted-average common shares outstanding

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 September 30, 2024, there were no potentially

dilutive shares.

September 30,

Statement of Operations

Summary Information:

Weighted-average common

shares outstanding - basic and diluted

Earnings/ (loss) per share,

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,

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 acquiring and holding

of bitcoin and providing AI-enabled software development services for industrial and other customers.

As of and for the period ended September 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.

NOTE 5 – CASH AND CASH EQUIVALENTS

As of September 30, 2024, the Company held cash

in bank in the amount of $ 668,387 , which consists of the following:

September 30,

Bank Deposits- Outside USA

NOTE 6 – DIGITAL ASSETS

As of September 30, 2024, digital assets holdings

are as follows:

September 30,

Opening balance

Purchase of BTC

Fair value gain from digital assets

Ending balance

As of September 30, 2024, the Company held approximately

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

For the nine months ended September 30, 2024 and for the year ended December 31, 2023, the

Company recognized fair value gain of $ 17,899,568 and $ 10,147,576 on digital assets respectively.

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

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.

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.

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;

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).

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.

NOTE 7 – ACCOUNTS RECEIVABLE

As of September 30, 2024, accounts receivable

are related to the services fee from customers as follows:

September 30,

Accounts Receivable

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

The Company does not require collateral for accounts

7 unchanged sentences

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

on September 28, 2023, the Company entered into a BTC Trading Contract (the “BTC Contract”) with an autonomous organization

NOTE 8 – PREPAYMENTS

As of September 30, 2024, prepayments consist

of the following:

September 30,

Prepayment for digital assets

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.

4 unchanged sentences

or otherwise have 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

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

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.

Please see “Note 15 – Subsequent Events”

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

“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.

NOTE 9 – INVESTMENT

As of June 30, 2024, investment consists of

the following:

As of September 30, 2024, investment consist

of the following:

September 30,

Investment in an associate company

9 unchanged sentences

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.

NOTE 10 – AMOUNT DUE TO RELATED PARTIES

September 30,

Related parties payable

Amount due to shareholders

Director fee payable

The related party balance of $ 282,533 represented

advances from former shareholders for the Company’s daily operation.

As of September 30, 2024, the amount due to shareholders

of $ 300,055 represented advances and professional expenses paid on behalf by Shareholders, which consist of audit fees, lawyers’

fee and other professional expenses.

As of September 30, 2024, the director fee payable

of $ 896,000 represented the accrual of director fees from the appointment date to September 30, 2024.

The amount due to related parties are interest

free, unsecured and have no fixed repayment period.

NOTE 11 – ACCOUNT PAYABLES

As of September 30, 2024 and December 31, 2023, account

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

September 30,

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.

NOTE 12 – OTHER PAYABLES

As of September 30, 2024, other payables consist

of unpaid professional fee as follows:

September 30,

Professional fees

Professional fee payables of $ 1,082,500 comprise

outstanding legal fees in relation to shareholders’ litigation, BTC consultant fee and listing compliance fee owing to professional

NOTE 13 – SHAREHOLDERS’ EQUITY

The Company has an unlimited number of authorized

ordinary shares and has issued 6,976,410 shares with no par value as of September 30, 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.

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

to effect 1 for 185 reverse stock split (“Reverse Stock Split”).

The total issued and outstanding shares of the Company’s

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

September 2023, there 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 February 2020, 1,666,666 shares were issued

at $ 3 per share to 2 new shareholders.

On July 10, 2020, the Company issued another 26,000 shares at $ 3 per share to 2 new shareholders

and the total outstanding shares has increased to 101,766,666 shares.

On September 15, 2020, the Wyoming Secretary

of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 3 for 1 forward stock

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.

On June 9, 2023, the Wyoming Secretary of State

approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 1 for 185 reverse stock split

(“Reverse Stock Split”).

The total issued and outstanding shares of the Company’s common stock decreased from 195,057,503

to 1,054,530 shares, with the par value unchanged at zero.

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

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

December 31, 2023.

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

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

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’

On April 9, 2024, an addition of 411,280 shares

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

share based on average price of last 10 trading days.

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

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

The amount due to related parties is interest free,

unsecured and has no fixed repayment period.

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

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

equity as follows:

1 unchanged sentence

Conversion price:

Number of shares converted:

Financial impact of conversion:

6 unchanged sentences

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

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

$ 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.

As of September 30, 2024, the Company’s

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

NOTE 14 – INCOME TAXES

3 unchanged sentences

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

There are several subsidiaries incorporated in

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

The Company is currently conducting certain operations

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

NOTE 15 – SUBSEQUENT EVENTS

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

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

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.

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 .

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.

There were no subsequent events noted from the

end of September 30, 2024 to the date of this report.

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