Financial Performance - Total revenues for the three months ended January 31, 2025, were $200,000, a significant increase from $25,000 in the same period of 2024, representing an increase of 700%[20] - The net loss for the six months ended January 31, 2025, was $2,270,531, compared to a net loss of $1,033,101 for the same period in 2024, indicating a 120% increase in losses[20] - Loss from operations for the three months ended January 31, 2025, was $350,797, a decrease from $547,516 in the same period of 2024, showing a reduction of 36%[20] - The company reported a loss per share of $0.16 for the three months ended January 31, 2025, compared to a loss per share of $0.04 for the same period in 2024[20] - For the six months ended January 31, 2025, the Company reported a net loss of approximately $2.3 million, compared to a net loss of $1.0 million for the same period in 2024, indicating a 130% increase in losses year-over-year[33] - Net loss was approximately $1.9 million for the three months ended January 31, 2025, an increase of loss of approximately $1.5 million from net loss of $0.4 million for the three months ended January 31, 2024[126] - Net loss for the six months ended January 31, 2025, was approximately $2.3 million, an increase of loss of approximately $1.3 million from net loss of $1.0 million for the six months ended January 31, 2024[136] Cash and Assets - Cash and cash equivalents increased to $5,269,690 as of January 31, 2025, up from $1,249,376 as of July 31, 2024, reflecting a growth of 320%[18] - Total current assets rose to $8,640,046 as of January 31, 2025, compared to $2,898,748 as of July 31, 2024, marking an increase of 197%[18] - The total shareholders' equity increased to $7,869,118 as of January 31, 2025, from $1,753,754 as of July 31, 2024, representing a growth of 348%[18] - As of January 31, 2025, the Company had cash of approximately $5.3 million and short-term investments in trading securities of approximately $2.8 million, which could cover current liabilities of approximately $0.8 million[35] - Cash at the end of the period was approximately $5.3 million, with current liabilities of approximately $0.8 million, indicating sufficient liquidity to cover current obligations[140] Share Issuance - The company issued 3,820,000 ordinary shares during the period, raising $4,774,895 in proceeds[23] - The Company issued and sold 3,820,000 ordinary shares at a price of $1.25 per share in January 2025, resulting in gross proceeds of $4.8 million[34] - The company entered into a securities purchase agreement to sell 3,820,000 ordinary shares for gross proceeds of approximately $4.7 million, with a purchase price of $1.25 per share[79] Revenue Concentration and Services - For the three and six months ended January 31, 2025, one customer accounted for 100% of the Company's consolidated revenue, highlighting significant revenue concentration risk[60] - The Company plans to mitigate revenue concentration risks by transitioning its consulting services from PRC-based customers to more international customers[62] - The Company operates in one reporting segment, which is the consulting service business, as of January 31, 2025[57] - The company generated total revenue from consulting services of $0.2 million for the three months ended January 31, 2025, compared to approximately $25,000 for the same period in 2024, indicating a significant increase[114] - For the six months ended January 31, 2025, total revenue from consulting services remained at approximately $0.2 million, consistent with the same period in 2024[114] Legal Matters - A settlement agreement with Boustead Securities, LLC requires the company to pay a total of $1,000,000, with the first installment of $250,000 due upon execution of the agreement[101] - The company is currently facing a lawsuit from J.P. Morgan Securities LLC, claiming $5,064,160 in damages related to a stock transaction[102] - The company is currently involved in a lawsuit filed by J.P Morgan Securities LLC, claiming $5,064,160 in damages related to a stock transaction[164] - The company is in the process of evaluating claims and defenses related to the lawsuit with J.P Morgan Securities LLC, which has led to mediation attempts[165] - Boustead's lawsuit claims damages of $1,000,000, with payments structured in three installments: $250,000 paid on September 24, 2024, $500,000 due by February 27, 2025, and the final $250,000 payable before December 31, 2025[163] Expenses - Selling expenses decreased by $45,000, or 48%, from $93,000 for the three months ended January 31, 2024, to $48,000 for the three months ended January 31, 2025[121] - General and administrative expenses increased by $23,281, or 5%, from approximately $0.5 million for the three months ended January 31, 2024, to approximately $0.5 million for the three months ended January 31, 2025[122] - Selling expenses for the six months ended January 31, 2025, were $120,000, representing a decrease of $45,000, or 27%, from $165,000 for the six months ended January 31, 2024[131] - Rent expenses for the three months ended January 31, 2025, were $3,000, significantly lower than $120,692 for the same period in 2024[77] Investments and Fair Value - For the three months ended January 31, 2025, the Company recognized a loss of $1,286,722 from investments in trading securities, compared to a gain of $80,670 for the same period in 2024[40] - For the six months ended January 31, 2025, the Company recognized a loss of $1,138,564 from investments in trading securities, compared to a loss of $28,734 for the same period in 2024[40] - The company reported a decrease in fair value of investments of $1,286,722 for the three months ended January 31, 2025, compared to an increase of $80,670 for the same period in 2024[74] - As of January 31, 2025, the fair value of 7,850,000 ordinary shares granted as a capital contribution was $2,570,090[73] Internal Controls and Compliance - The company has concluded that its disclosure controls and procedures were not effective as of January 31, 2025, due to insufficient qualified accounting personnel and lack of documented financial closing procedures[151] - The company is implementing steps to remediate the ineffectiveness of its disclosure controls, including hiring qualified accounting personnel and establishing an internal audit function[151] - There have been no changes in internal controls over financial reporting that materially affected the company during the three months ended January 31, 2025[152] - The company is not currently a party to any legal or arbitration proceeding that would materially affect its business, operating results, cash flows, or financial condition, except for the disclosed litigation[154] - The company has not identified any critical accounting policies and estimates that affect the preparation of its financial statements[149] - The company is not required to provide quantitative and qualitative disclosures about market risk as a smaller reporting company[150] Strategic Focus - The company has shifted its geographic focus from China to North America, emphasizing assistance to mid and small companies in becoming public on U.S. capital markets[112] - The company has established a new office in California and expanded its service models to include asset management and media services[111] - The company has provided consulting services to one customer primarily focused on going public in the U.S. through IPO, reverse merger, and acquisition[113] Tax and Accounting Standards - The company has implemented a 100% valuation allowance against its deferred tax assets due to uncertainty regarding their realization[90] - The company is actively monitoring the potential impact of recent U.S. tax reforms, with no material impact expected based on current analysis[88] - The company is evaluating the impact of recent accounting standards updates on its consolidated financial statements[69]

LAKE FOREST, Calif., Feb. 04, 2025 (GLOBE NEWSWIRE) -- ATIF Holdings Limited (Nasdaq: ZBAI) (the “Company”), a Lake Forest-based business consulting company that specializes in providing professional IPO, M&A advisory and post-IPO compliance services to small and medium-sized companies seeking to go public on a stock exchange in the United States, today announced that it has entered into definitive agreements with an institutional investor for the purchase and sale of its ordinary shares, par value $0.001 p ...

Financial Performance - Revenues for the three months ended October 31, 2024, were $125,000, a decrease from $31 in the same period of 2023[23]. - Total operating expenses decreased to $521,109 for the three months ended October 31, 2024, down from $781,779 in the same period of 2023, reflecting a reduction of approximately 33.3%[23]. - Net loss for the three months ended October 31, 2024, was $367,074, compared to a net loss of $625,463 for the same period in 2023, indicating an improvement of approximately 41.3%[23]. - The company reported a loss per share of $0.03 for the three months ended October 31, 2024, compared to a loss per share of $0.06 for the same period in 2023[23]. - For the three months ended October 31, 2024, the Company reported a net loss of approximately $0.4 million, compared to a net loss of $0.6 million for the same period in 2023, indicating a 33.33% improvement in net loss year-over-year[32]. - Total revenue from consulting services decreased to $nil for the three months ended October 31, 2024, down from approximately $0.1 million for the same period in 2023, representing a 100% decrease[112][120]. Assets and Liabilities - Total current assets increased to $5,785,278 as of October 31, 2024, compared to $2,898,748 as of July 31, 2024, representing a growth of approximately 99.5%[21]. - Cash and cash equivalents decreased to $457,764 as of October 31, 2024, from $1,249,376 as of July 31, 2024, a decline of approximately 63.3%[21]. - Total liabilities decreased to $886,838 as of October 31, 2024, from $1,258,834 as of July 31, 2024, representing a reduction of approximately 29.5%[21]. - Shareholders' equity increased to $4,997,680 as of October 31, 2024, compared to $1,753,754 as of July 31, 2024, reflecting a growth of approximately 185.5%[21]. - As of October 31, 2024, the Company had cash of approximately $0.5 million and short-term investments in trading securities of approximately $4.2 million, which could cover current liabilities of approximately $0.6 million[33]. Cash Flow - Operating cash outflows for the three months ended October 31, 2024, were approximately $0.8 million, while the previous year had operating cash inflows of approximately $0.2 million, reflecting a significant change in cash flow dynamics[32]. - Cash at the end of the period on October 31, 2024, was approximately $0.5 million, with current liabilities of approximately $0.6 million[130]. Investments and Securities - The Company recognized a gain of $148,158 and a loss of $109,404 from investments in trading securities for the three months ended October 31, 2024, and 2023, respectively[42]. - Loss from investment in trading securities was approximately $0.1 million for the three months ended October 31, 2023, compared to a gain of approximately $0.1 million for the same period in 2024[124]. Operational Changes and Future Plans - The Company plans to transition its consulting services from PRC-based customers to more international customers to mitigate revenue concentration risks[66]. - The Company has shifted its geographic focus from China to North America, emphasizing assistance to mid and small companies in becoming public on U.S. capital markets[110]. - The Company plans to expand operations to other Asian countries, including Malaysia, Vietnam, and Singapore, while maintaining a focus on the North American market[110]. Legal and Compliance Issues - The company is currently involved in a lawsuit filed by J.P. Morgan Securities LLC, claiming $5,064,160 in damages related to a stock transaction[157]. - The company is evaluating claims and defenses related to the lawsuit with J.P. Morgan Securities LLC, and mediation efforts have been attempted[158]. - A settlement agreement was reached with Boustead, requiring the company to pay a total of $1,000,000 in three installments, with the first installment of $250,000 due upon execution of the agreement[156]. - The court has granted Boustead leave to amend its complaint, focusing solely on breach of contract claims[152]. - The company filed a motion to compel arbitration in response to Boustead's claims, which has been granted by the court[153]. Management and Internal Controls - The Company’s ability to continue as a going concern is dependent on management's ability to successfully execute its business plan, which includes increasing revenue while controlling operating costs[33]. - The Company has a history of net losses from operations and cash outflows from operating activities, raising substantial doubt about its ability to continue as a going concern[32]. - The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business[34]. - As of October 31, 2024, the company's disclosure controls and procedures were deemed ineffective due to insufficient full-time accounting and financial reporting personnel[143]. - The company is in the process of hiring qualified accounting personnel and implementing training programs to strengthen financial reporting functions[143]. - The company has established a plan to implement regular U.S. GAAP accounting training for its personnel to address compliance issues[143]. - The company is working on establishing an internal audit function and standardizing financial reporting processes[143].

IRVINE, Calif., Dec. 18, 2024 /PRNewswire/ -- New Century Logistics (BVI) Limited ("New Century")(NASDAQ: NCEW), consulted by ATIF Holdings Limited (NASDAQ: ZBAI, "ZBAI"), is having its initial public offering on the Nasdaq Exchange. New Century is offering of 1,500,000 shares at the open offer price of $4.00 per share to the public, and is about to raise $6,000,000.New Century Logistics (BVI) Limited is a freight forwarding service provider founded and based in Hong Kong. We provide air and ocean export an ...

LAKE FOREST, Calif., Dec. 17, 2024 (GLOBE NEWSWIRE) -- ATIF Holdings Limited (NASDAQ: ATIF, the "Company" or "ATIF") announced today that the Company will be changing its ticker symbol from “ATIF” to “ZBAI”. Effective on or around Thursday, December 18, 2024, the Company’s Ordinary Shares will trade on Nasdaq under the new symbol “ZBAI”. No action is required by existing shareholders with respect to the ticker symbol change. The Company’s Ordinary Shares will continue to be listed on Nasdaq and the CUSIP w ...

LAKE FOREST, Calif., Dec. 17, 2024 (GLOBE NEWSWIRE) -- ATIF Holdings Limited (NASDAQ: ATIF, the "Company" or "ATIF") announced today that the Company will be changing its ticker symbol from "ATIF" to "ZBAI". Effective on or around Thursday, December 18, 2024, the Company's Ordinary Shares will trade on Nasdaq under the new symbol "ZBAI". No action is required by existing shareholders with respect to the ticker symbol change. The Company's Ordinary Shares will continue to be listed on Nasdaq and the CUSIP w ...

LAKE FOREST, Calif, Dec. 13, 2024 (GLOBE NEWSWIRE) -- ATIF Holdings Limited (NASDAQ: ATIF, the "Company" or "ATIF") announced today that the Company plans on changing its Nasdaq ticker symbol from "ATIF" to "ZBAI". The Company plans to announce the date and detailed plans for the official stock ticker symbol change by the end of December 2024.  No actions will be required by existing shareholders with respect to the planned ticker symbol change. The Company's Ordinary Shares will continue to be listed on Na ...

LAKE FOREST, Calif, Dec. 13, 2024 (GLOBE NEWSWIRE) -- ATIF Holdings Limited (NASDAQ: ATIF, the "Company" or "ATIF") announced today that the Company plans on changing its Nasdaq ticker symbol from “ATIF” to “ZBAI”. The Company plans to announce the date and detailed plans for the official stock ticker symbol change by the end of December 2024.  No actions will be required by existing shareholders with respect to the planned ticker symbol change. The Company’s Ordinary Shares will continue to be listed on Na ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of Each Class Trading Symbol(s) Name of each exchange on which registered Ordinary Shares ATIF The Nasdaq Stock Market FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38876 ATIF Holdings Limited (Exact name of registrant as ...

IRVINE, Calif., July 21, 2024 /PRNewswire/ -- ATIF Holdings Limited (NASDAQ: ATIF, the "Company" or "ATIF") announced that its subsidiary ATIF Business Management LLC has entered into a listing advisory services agreement with two U.S. based technology companies. ATIF is expected to receive 2% of equity in shares from each company as service fee.Under the terms of the agreement, the Company will provide the clients with IPO advisory services and lead the clients' IPO process through the company's team and t ...