ATIF Holdings Ltd

ATIF Holdings Limited (the "Company") operates as a British Virgin Islands business company, primarily offering business advisory and financial consulting services to small and medium-sized enterprises (SMEs) ¹. The Company's core business model revolves around providing comprehensive "going public" consulting services, assisting SMEs in becoming public companies on suitable markets and exchanges ². Revenue is generated from fixed consulting fees charged in installments, with fees ranging from $800,000 to $2,500,000 based on technical complexity and client conditions ³. The Company also has a strategic expansion into the Bitcoin (BTC) sector, initiated in June 2025, with a five-year plan to accumulate 1,000 BTC through direct purchases and mining operations ⁴. As of the date of the report, the Company has purchased 0.19 BTC in the open market ⁵.

The Company's consulting services are structured into three phases. Phase I involves due diligence, market research, business plan drafting, accounting review, and business analysis, typically taking about three months ⁶. Phase II focuses on streamlining business models, pre-listing education, talent search, legal and audit firm coordination, and financing assistance, estimated to take about eight months ⁷. Phase III involves assisting with public filings, investor presentations, negotiations with third parties, and exchange listing processes, with completion timing difficult to estimate due to external factors ⁸. Revenue from Phase I and II services is recognized ratably over their estimated completion periods, while Phase III revenue is recognized upon the completion of the reverse merger or IPO transaction ⁹. The Company has successfully helped nine Chinese enterprises to be quoted on the U.S. OTC markets and three clients listed on Nasdaq Stock Market ¹⁰.

For the fiscal year ended July 31, 2025, the Company reported total revenue of $1,200,000 ¹¹, an increase of 94% from $620,000 in fiscal year 2024 ¹². The net loss for fiscal year 2025 was approximately $4,597,998 ¹³, an increase of 44% from a net loss of $3,191,524 in fiscal year 2024 ¹⁴. Basic and diluted EPS for fiscal year 2025 was $(5.57) ¹⁵, compared to $(5.61) in fiscal year 2024 ¹⁶. Cash and cash equivalents as of July 31, 2025, were approximately $8,950,771 ¹⁷, with accounts receivable of approximately $750,000 ¹⁸ and short-term investments in trading securities of approximately $116,557 ¹⁹. Total current liabilities were approximately $775,944 ²⁰. The Company's stockholders' equity as of July 31, 2025, was $9,663,475 ²¹.

Year-over-year, total revenue increased by approximately $0.6 million, or 94%, from $0.6 million in fiscal year 2024 to $1.2 million in fiscal year 2025, primarily due to increased consulting services to clients in Hong Kong and Singapore ²². Selling expenses decreased by approximately $0.2 million, or 64%, from $0.3 million in fiscal year 2024 to $0.1 million in fiscal year 2025, mainly due to a decrease in amortization expenses for TV promotion videos ²³. General and administrative expenses decreased by $0.4 million, or 15%, from $2.3 million in fiscal year 2024 to $1.9 million in fiscal year 2025, primarily due to payroll adjustments following executive leadership changes ²⁴. Loss from investment in trading securities increased significantly from approximately $0.4 million in fiscal year 2024 to approximately $3.6 million in fiscal year 2025 ²⁵.

During the fiscal year ended July 31, 2025, the AT Consulting Center stopped its operation as the Company's business focus shifted to regions outside mainland China ²⁶. In June 2025, the Company began its strategic expansion into the BTC sector ²⁷. The Company also completed several financing activities, including issuing and selling 212,222 ordinary shares for gross proceeds of $4.8 million in January 2025 ²⁸, and 87,778 ordinary shares and pre-funded warrants for gross proceeds of $2.5 million in February 2025 ²⁹. In July 2025, the Company issued 5,434,782 ordinary shares to non-U.S. investors for gross proceeds of $2 million ³⁰. On June 30, 2025, the board approved a 1-for-18 reverse share split, effective August 8, 2025, reducing outstanding shares from approximately 18.2 million to 1.01 million ³¹. The Company also settled a lawsuit with Boustead Securities, LLC for $1,000,000, with payments scheduled in three installments ³².

The Company has initiated a strategic expansion into the Bitcoin (BTC) sector in June 2025, driven by long-term optimism about the industry ³³. This expansion includes a five-year plan to accumulate 1,000 BTC through a combination of direct purchases and mining operations ³⁴. West Texas has been tentatively selected as the primary location for planned mining operations, citing favorable regulatory environment for digital asset mining, abundant and affordable land, and a well-developed, deregulated electricity market with competitive power costs ³⁵. The Company has engaged an industry professional to manage the BTC business and plans to recruit more professionals and allocate additional resources to further develop this business ³⁶. As of the date of the report, the Company has purchased 0.19 BTC in the open market ³⁷.

The Company's operational outlook includes a continued focus on increasing revenue while controlling operating costs and expenses to generate positive operating cash flows ³⁸. The Company plans to obtain financing from outside sources as needed to fund its current operating plan ³⁹. In terms of workforce strategy, the Company expects to continue investing significant resources in hiring and retaining a deep talent pool of financial consultancy professionals to support its growth ⁴⁰. The Company is also in the process of implementing measures to address identified material weaknesses in internal control, including hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience, implementing regular training programs, and establishing an internal audit function ⁴¹.

Planned capital allocation includes using net proceeds from a recent offering of up to 9,000,000 units, each consisting of one ordinary share and one warrant, for an aggregate purchase price of approximately $29.34 million, for working capital or other general corporate purposes ⁴². The warrants are exercisable immediately upon issuance at an initial exercise price of $4.89 per share for cash and expire five years from issuance ⁴³. The Company currently intends to retain any future earnings to finance the operation and expansion of its business and does not expect to declare or pay any dividends in the foreseeable future ⁴⁴.

Management has explicitly flagged several structural headwinds and execution risks. The Company has a limited operating history in the BTC sector, which may make it difficult to evaluate its business and prospects ⁴⁵. The viability of its new business model is difficult to assess due to insufficient experience in addressing potential operational risks ⁴⁶. The launch of the Bitcoin-related business could cause disruptions and adversely affect business, results of operations, and financial condition ⁴⁷. Bitcoin is a highly volatile asset, and fluctuations in its price are likely to influence financial results, with a hypothetical 50% increase or decrease in Bitcoin's fair value impacting net income for the nine months ended September 30, 2025, by approximately $135.1 million ⁴⁸. The Company also faces the constant challenge of identifying and recruiting new clients for its non-recurring going public consulting services ⁴⁹.

The Company faces substantial doubt about its ability to continue as a going concern due to recurring net losses and negative cash flows from operating activities ⁵⁰. There is a risk of delisting from NASDAQ if the Company fails to comply with continued listing requirements, specifically the minimum stockholders' equity requirement of $2,500,000 ⁵¹. The Company's business is heavily dependent on a limited number of clients, and the loss of any large client could materially and adversely affect its business, financial condition, and results of operations ⁵². The financial consulting market is characterized by low barriers to entry, leading to increasing competition that could negatively impact revenues and profit margins ⁵³. The Company is exposed to significant volatility in the price of Bitcoin, which could adversely affect its financial results, with a hypothetical 50% fluctuation impacting net income by approximately $135.1 million ⁵⁴. Furthermore, the Company's cash and cash equivalents, totaling $8,319,947 ⁵⁵, are largely held in a single financial institution in the United Arab Emirates, which is not insured by the FDIC, exposing the Company to credit risk ⁵⁶. The Company also faces risks related to potential liability for unpaid taxes, including interest and penalties, if taxing authorities determine underpayments ⁵⁷.

Management's message to shareholders emphasizes a strategic shift towards international markets and the Bitcoin sector, while acknowledging the inherent risks of a limited operating history in new business lines. Dr. Kamran Khan, the Chief Executive Officer, Chairman, and Director, receives a monthly salary of $10,000 ⁵⁸. Shibin Yu, the Chief Financial Officer and Director, also receives a monthly salary of $10,000 ⁵⁹. The Company has a five-year plan to accumulate 1,000 BTC through direct purchases and mining operations ⁶⁰, with West Texas tentatively selected for mining due to its favorable regulatory environment and competitive power costs ⁶¹. Management is committed to increasing revenue and controlling operating costs to achieve positive operating cash flows ⁶², and plans to invest in hiring and retaining financial consultancy professionals ⁶³. The Company does not intend to pay dividends for the foreseeable future, instead retaining earnings to finance business expansion ⁶⁴.