UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended: June 30, 2024
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ____________ to _____________
NEXT TECHNOLOGY HOLDINGS INC |
(Exact name of small business issuer as specified in its charter) |
Wyoming | | |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Tax. I.D. No.) |
Room
519, 05/F Block T3
Qianhai
Premier Finance Centre Unit 2
Guiwan
Area, Nanshan District, Shenzhen
(Address
of Principal Executive Offices)
(86)
158 2117 2322
(Registrant’s
Telephone Number, Including Area Code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated Filer | ☐ | Smaller Reporting Company | ☒ |
Emerging growth company | ☐ | | |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
☒
As
of September 20, 2024, there were 6,976,410 shares of common stock outstanding.
TABLE
OF CONTENTS
Explanatory
Note
Next
Technology Holding Inc (Formerly known as WeTrade Group Inc. (the “Company”)) is filing this Amendment (the “Amendment”)
to the Quarterly Report on Form 10-Q for the period ended June 30, 2024, originally filed with the Securities and Exchange Commission
on August 22, 2024 (the “Original Filing”), to amend our consolidated financial statements.
This
Form 10-Q/A is being filed to revise the accounting policy and disclosures in relation to the Digital assets, prepayment of digital
assets and investment in associate company.
In
accordance with applicable SEC rules, this Amendment includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley
Act of 2002, as amended, from our Chief Executive Officer and Chief Financial Officer.
Except
as described above, this Form 10-Q/A does not amend, update or change any other items or disclosures contained in the Original Filing,
and accordingly, this Form 10-Q/A does not reflect or purport to reflect any information or events occurring after the original filing
date of the Original Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Form 10-Q/A should
be read in conjunction with the Original Filing and the Company’s other filings with the SEC
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities
Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking
statements are generally located in the material set forth under the heading “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” but may be found in other locations as well. These forward-looking statements are subject
to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different
from the results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these
statements.
We
identify forward-looking statements by use of terms such as “may,” “will,” “expect,” “anticipate,”
“estimate,” “hope,” “plan,” “believe,” “predict,” “envision,”
“intend,” “will,” “continue,” “potential,” “should,” “confident,”
“could” and similar words and expressions, although some forward-looking statements may be expressed differently. You should
be aware that our actual results could differ materially from those contained in the forward-looking statements.
Forward-looking
statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties
and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information
expressed or implied by the forward-looking statements in this report. These factors include, among others:
|
● |
our
ability to execute on our growth strategies; |
|
|
|
|
● |
our
ability to find manufacturing partners on favorable terms; |
|
|
|
|
● |
declines
in general economic conditions in the markets where we may compete; |
|
|
|
|
● |
our
anticipated needs for working capital; and |
Where
we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed
to have a reasonable basis.
Forward-looking
statements speak only as of the date of this report or the date of any document incorporated by reference in this report. Except to the
extent required by applicable law or regulation, we do not undertake any obligation to update forward-looking statements to reflect events
or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
PART I
– FINANCIAL INFORMATION
Item
1. Financial Statements
NEXT
TECHNOLOGY HOLDINGS INC
CONDENSED
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(All amounts shown in U.S. Dollars) | |
As of June 30, 2024 | | |
As of December 31, 2023 (Audited) | |
| |
| | |
| |
ASSETS | |
| | |
| |
Current assets: | |
| | |
| |
Cash and cash equivalents | |
$ | 668,387 | | |
$ | 668,387 | |
Digital assets | |
| 50,733,354 | | |
| 35,137,576 | |
Accounts receivable-third parties, net | |
| 1,130,665 | | |
| 1,133,117 | |
Prepayments | |
| 12,125,500 | | |
| 12,125,500 | |
Total current assets | |
| 64,657,906 | | |
| 49,064,580 | |
| |
| | | |
| | |
Non-current assets: | |
| | | |
| | |
Investment in associate company | |
| 13,396,000 | | |
| - | |
Total assets | |
| 78,053,906 | | |
$ | 49,064,580 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Account payables | |
| 924,127 | | |
| 926,456 | |
Amount due to related parties | |
| 1,181,592 | | |
| 1,693,098 | |
Tax payable | |
| 130,934 | | |
| 130,942 | |
Other payables | |
| 812,500 | | |
| 1,600,000 | |
Total current liabilities | |
| 3,049,153 | | |
| 4,350,496 | |
| |
| | | |
| | |
Non-current liabilities: | |
| | | |
| | |
Deferred tax liabilities | |
| 2,301,348 | | |
| — | |
Total liabilities | |
| 5,350,501 | | |
| 4,350,496 | |
| |
| | | |
| | |
Stockholders’ equity: | |
| | | |
| | |
Common stock; no par value; 6,976,410 and 1,054,530 issued and outstanding at June 30, 2024 and December 31, 2023 respectively | |
| 71,718,790 | | |
| 56,348,650 | |
Accumulated other comprehensive loss | |
| (113 | ) | |
| (8 | ) |
Retained Earnings /(Accumulated Deficits) | |
| 984,728 | | |
| (11,634,558 | ) |
Total stockholders’ equity | |
| 72,703,405 | | |
| 44,714,084 | |
| |
| | | |
| | |
Total liabilities and stockholders’ equity | |
$ | 78,053,906 | | |
$ | 49,064,580 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NEXT
TECHNOLOGY HOLDINGS INC
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| |
For
the Three Months End
June 30, 2024 |
| |
For
the Three Months End
June 30, 2023 |
| |
For
the Six Months End June 30, 2024 |
| |
For
the Six Months Ended June 30, 2023 |
|
Revenue: | |
| |
| |
| |
|
Service
revenue | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
Total
service revenue | |
| — | | |
| — | | |
| — | | |
| — | |
Cost
of revenue | |
| — | | |
| — | | |
| — | | |
| — | |
Gross
Profit | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | |
Operating
expenses | |
| | | |
| | | |
| | | |
| | |
General
and administrative expense | |
| (344,999 | ) | |
| (136,480 | ) | |
| (675,144 | ) | |
| (302,775 | ) |
Total
operating expenses | |
| (344,999 | ) | |
| (136,480 | ) | |
| (675,144 | ) | |
| (302,775 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss
from operations | |
| (344,999 | ) | |
| (136,480 | ) | |
| (675,144 | ) | |
| (302,775 | ) |
Other
income/(loss) | |
| (8,423,621 | ) | |
| — | | |
| 15,595,778 | | |
| — | |
Profit/
(loss) before income taxes | |
| (8,768,620 | ) | |
| (136,480 | ) | |
| 14,920,634 | | |
| (302,775 | ) |
Income
tax credit/(expenses) | |
| 1,841,411 | | |
| — | | |
| (2,301,348 | ) | |
| — | |
| |
| | | |
| | | |
| | | |
| | |
Net
profit/ (loss) from continuing operation | |
$ | (6,927,209 | ) | |
$ | (136,480 | ) | |
$ | 12,619,286 | | |
$ | (302,775 | ) |
Net
profit/ (loss) from discontinued operation | |
| — | | |
| (1,077,744 | ) | |
| — | | |
| (1,853,570 | ) |
| |
| | | |
| | | |
| | | |
| | |
Comprehensive
income | |
| | | |
| | | |
| | | |
| | |
Net
profit/ (loss) | |
$ | (6,927,209 | ) | |
$ | (1,214,224 | ) | |
$ | 12,619,286 | | |
$ | (2,156,345 | ) |
Other
comprehensive income | |
| | | |
| | | |
| | | |
| | |
Foreign
currency translation adjustment | |
| — | | |
| — | | |
| (105 | ) | |
| 310,576 | |
| |
| | | |
| | | |
| | | |
| | |
Total
comprehensive profit/ (loss) | |
| (6,927,209 | ) | |
$ | (1,214,224 | ) | |
$ | 12,619,181 | | |
| (1,845,769 | ) |
| |
| | | |
| | | |
| | | |
| | |
Earnings /(Loss) per share, basic and diluted from continuing operation | |
$ | (0.99 | ) | |
$ | (0.13 | ) | |
$ | 2.74 | | |
$ | (0.29 | ) |
Earnings /(Loss) per share, basic and diluted from discontinued operation | |
| — | | |
| (1.02 | ) | |
| — | | |
| (1.76 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted-average shares outstanding, basic and diluted | |
| 6,976,410 | | |
| 1,054,530 | | |
| 4,609,505 | | |
| 1,054,530 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NEXT
TECHNOLOGY HOLDINGS INC
CONDENSED
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
Three
months ended June 30, 2024
| |
Common Stock | | |
Retained | | |
Accumulated Other Comprehensive | | |
Total Shareholder | |
| |
Shares | | |
Amount | | |
Earnings | | |
Loss | | |
Equity | |
Balance as of March 31, 2024 | |
| 2,625,130 | | |
$ | 56,348,650 | | |
$ | 7,911,937 | | |
$ | (113 | ) | |
$ | 64,260,474 | |
Stock issued during the period | |
| 4,351,280 | | |
| 15,370,140 | | |
| — | | |
| — | | |
| 15,370,140 | |
Foreign currency translation adjustment | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Net loss for the period | |
| — | | |
| — | | |
$ | (6,927,209 | ) | |
| — | | |
$ | (6,927,209 | ) |
Balance as of June 30, 2024 | |
| 6,976,410 | | |
$ | 71,718,790 | | |
$ | 984,728 | | |
$ | (113 | ) | |
$ | 72,703,405 | |
Six
months ended June 30, 2024
| |
Common Stock | | |
(Accumulated Deficit)/
Retained | | |
Accumulated Other Comprehensive | | |
Total Shareholder | |
| |
Shares | | |
Amount | | |
Earnings | | |
Loss | | |
Equity | |
Balance as of December 31, 2023 | |
| 2,625,130 | | |
$ | 56,348,650 | | |
$ | (11,634,558 | ) | |
$ | (8 | ) | |
$ | 44,714,084 | |
Stock issued during the period | |
| 4,351,280 | | |
| 15,370,140 | | |
| — | | |
| — | | |
| 15,370,140 | |
Foreign currency translation adjustment | |
| — | | |
| — | | |
| — | | |
| (105 | ) | |
| (105 | ) |
Net profit for the period | |
| — | | |
| — | | |
$ | 12,619,286 | | |
| — | | |
$ | 12,619,286 | |
Balance as of June 30, 2024 | |
| 6,976,410 | | |
$ | 71,718,790 | | |
$ | 984,728 | | |
$ | (113 | ) | |
$ | 72,703,405 | |
Three
months ended June 30, 2023
| |
Common Stock | | |
Accumulated | | |
Total Shareholder | |
| |
Shares | | |
Amount | | |
Deficits | | |
Equity | |
Balance as of March 31, 2023 | |
| 1,054,530 | | |
$ | 43,732,196 | | |
$ | (2,656,979 | ) | |
$ | 41,075,217 | |
Loss from discontinued operation | |
| — | | |
| — | | |
| (1,077,744 | ) | |
| (1,077,744 | ) |
Net loss for the period | |
| — | | |
| — | | |
$ | (136,480 | ) | |
$ | (136,480 | ) |
Balance as of June 30, 2023 | |
| 1,054,530 | | |
$ | 43,732,196 | | |
$ | (3,871,203 | ) | |
$ | 39,860,993 | |
Six
months ended June 30, 2023
| |
Common Stock | | |
Accumulated | | |
Accumulated Other Comprehensive | | |
Total Shareholder | |
| |
Shares | | |
Amount | | |
Deficits | | |
Income | | |
Equity | |
Balance as of December 31, 2022 | |
| 1,054,530 | | |
$ | 43,732,196 | | |
$ | (1,714,858 | ) | |
$ | (310,576 | ) | |
$ | 41,706,762 | |
Foreign currency translation adjustment | |
| — | | |
| — | | |
| — | | |
| 310,576 | | |
| 310,576 | |
Loss from discontinued operation | |
| — | | |
| — | | |
| (1,853,570 | ) | |
| — | | |
| (1,853,570 | ) |
Net loss for the period | |
| — | | |
| — | | |
$ | (302,775 | ) | |
| — | | |
$ | (302,775 | ) |
Balance as of June 30, 2023 | |
| 1,054,530 | | |
$ | 43,732,196 | | |
$ | (3,871,203 | ) | |
$ | — | | |
$ | 39,860,993 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NEXT
TECHNOLOGY HOLDINGS INC
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
For the Six months Ended | | |
For the Six months Ended | |
| |
June 30, 2024 | | |
June 30, 2023 | |
Cash flows from operating activities: | |
| | | |
| | |
Net Profit/ (loss) | |
$ | 12,619,286 | | |
$ | (302,775 | ) |
Fair value gain from digital assets | |
| (15,595,778 | ) | |
| — | |
Loss from discontinued operation | |
| — | | |
| (1,853,570 | ) |
| |
| | | |
| | |
Changes in operating assets and
liabilities: | |
| | | |
| | |
Accounts receivables | |
| 2,452 | | |
| — | |
Account payables | |
| (2,329 | ) | |
| — | |
Director fee payable | |
| 82,000 | | |
| — | |
Accrued expenses | |
| 49,500 | | |
| — | |
Tax payables | |
| (8 | ) | |
| — | |
Other payables | |
| 543,000 | | |
| — | |
Deferred tax liabilities | |
| 2,301,348 | | |
| — | |
Net cash flows used in continued operating activities | |
| (529 | ) | |
| (2,156,345 | ) |
Net cash flows used in discontinued
operating activities | |
| — | | |
| 1,508,093 | |
Net cash flows used in operating activities | |
| (529 | ) | |
| (648,252 | ) |
| |
| | | |
| | |
Cash flow from financing activities: | |
| | | |
| | |
Shareholders’ loan | |
| (593,506 | ) | |
| 318,000 | |
Proceeds from stock issuances | |
| 594,140 | | |
| — | |
Net cash
flows provided by financing activities | |
| 634 | | |
| 318,000 | |
| |
| | | |
| | |
Effect of exchange rate changes on cash | |
| (105 | ) | |
| 310,576 | |
| |
| | | |
| | |
Change in cash and cash equivalents: | |
| — | | |
| (19,676 | ) |
| |
| | | |
| | |
Cash and cash equivalents, beginning
of period | |
$ | 668,387 | | |
$ | 22,926 | |
| |
| | | |
| | |
Cash and cash equivalents, end
of period | |
$ | 668,387 | | |
$ | 3,250 | |
| |
| | | |
| | |
Supplemental cash flow information: | |
| | | |
| | |
Cash paid for interest | |
$ | — | | |
$ | — | |
Cash paid for taxes | |
$ | — | | |
$ | — | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NEXT
TECHNOLOGY HOLDINGS INC
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
1 – NATURE OF BUSINESS
Business
Next
Technology Holdings Inc (Formerly known as WeTrade Group, Inc) was incorporated in the State of Wyoming on March 28, 2019. We currently
pursue two corporate strategies. One business strategy is to continue providing software development services, and the other strategy
is to acquire and hold bitcoin.
Software
development
We
provide AI-enabled software development services to our customers, which included developing, designing, and implementing various SAAS
software solutions for businesses of all types, including industrial and other businesses.
Bitcoin
Acquisition Strategy
Our
bitcoin acquisition strategy generally involves acquiring bitcoin with our liquid assets that exceed working capital requirements, and
from time to time, subject to market conditions, issuing debt or equity securities or engaging in other capital raising transactions
with the objective of using the proceeds to purchase bitcoin.
We
view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin. We have not set any specific target for
the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional
financings to purchase additional bitcoin.
This
overall strategy also contemplates that we may (i) periodically sell bitcoin for general corporate purposes, including to generate cash
for treasury management or in connection with strategies that generate tax benefits in accordance with applicable law, (ii) enter into
additional capital raising transactions that are collateralized by our bitcoin holdings, and (iii) consider pursuing additional strategies
to create income streams or otherwise generate funds using our bitcoin holdings.
We
believe that, due to its limited supply, bitcoin offers the opportunity for appreciation in value if its adoption increases and has the
potential to serve as a hedge against inflation in the long-term.
The
following table presents a roll-forward of our bitcoin holdings, including additional information related to our bitcoin purchases, and
digital asset impairment losses during the period:
| |
Digital asset original cost basis | | |
Gain from digital asset | | |
Market Value of digital asset | | |
Approximate number of Bitcoin held | |
Balance at December 31, 2023 | |
| 24,990,000 | | |
| 10,147,576 | | |
| 35,137,576 | | |
| 833 | |
Digital asset purchase | |
| - | | |
| - | | |
| - | | |
| - | |
Fair value change during the period | |
| - | | |
| 15,595,778 | | |
| 15,595,778 | | |
| - | |
Balance at June 30, 2024 | |
| 24,990,000 | | |
| 25,743,354 | | |
| 50,733,354 | | |
| 833 | |
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 six months ended June 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 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.
The
statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the
“SEC”). 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 this criteria. The
amendments require crypto assets meeting the criteria to be recognized at fair value with changes recognized in net income each reporting
period. Upon adoption, a cumulative-effect adjustment is made to the opening balance of retained earnings as of the beginning of the
annual reporting period of adoption. ASU 2023-08 is effective for fiscal years beginning after December 15, 2024, including interim periods
within those fiscal years. Early adoption is permitted. The Company has early applied ASU 2023-08 and measured crypto assets (presented
as digital assets) at fair value with changes recognized in net income this period.
The
following table summarizes the Company’s digital asset holdings as of:
| |
June 30, 2024 | | |
December 31, 2023 | |
Approximate number of bitcoins held | |
| 833 | | |
| 833 | |
Digital assets carrying value | |
$ | 50,733,354 | | |
$ | 35,137,576 | |
Gain on digital assets during the period/ Year | |
$ | 15,595,778 | | |
$ | 10,147,576 | |
As
of June 30, 2024, the Company had approximately 833 bitcoins which had a carrying value of approximately $50.7 million.
Cash
and Cash Equivalents
The
Company considers all highly liquid debt instruments purchased with a maturity period of three months or less to be cash or cash equivalents.
The carrying amounts reported in the accompanying unaudited condensed consolidated balance sheets for cash and cash equivalents approximate
their fair value. All of the Company’s cash that is held in bank accounts in Hong Kong and PRC are not protected by Federal Deposit
Insurance Corporation (“FDIC”) insurance.
Foreign
Currency
The
Company’s principal country of operations is the PRC. The accompanying condensed consolidated financial statements are presented
in US$. The functional currency of the Company is US$, and the functional currency of the Company’s subsidiaries is RMB. The condensed
consolidated financial statements are translated into US$ from RMB at year-end exchange rates as to assets and liabilities and average
exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions
occurred. The resulting translation adjustments are recorded as a component of shareholders’ equity included in other comprehensive
income. Gains and losses from foreign currency transactions are included in profit or loss. There were no gains and losses from foreign
currency transactions from the inception to June 30, 2024.
| |
June 30, 2024 | | |
December 31, 2023 | |
RMB: US$ exchange rate | |
| 7.22 | | |
| 7.09 | |
The
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.
Investment
Investment
in associate company that we have significant influence but do not have control over the investee are accounted for under the equity
method. We will periodically review the investment for impairment. The initial measurement and periodic subsequent adjustments of the
investment are calculated by applying the ownership percentage to the net assets or equity of the partially owed entity under ASC 323.
Consolidation
The
Company’s condensed consolidated financial statements include the financial statements of the Group and subsidiaries. All transactions
and balances among the Group and its subsidiaries have been eliminated upon consolidation.
Use
of Estimates
The
preparation of financial statements in conformity with US GAAP requires management to make judgement estimates and assumptions that affect
the amounts reported in the condensed consolidated financial statements and accompanying notes. Management believes that the estimates
used in preparing the financial statements are reasonable and prudent; however, actual results could differ from these estimates. Significant
accounting estimates include the allowance for expected credit loss, valuation of deferred tax assets, and certain accrued liabilities
such as contingent liabilities.
Accounts
Receivable
Accounts
receivables are presented net of allowance for expected credit loss. The Company uses specific identification in providing for bad debts
when facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial
conditions of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may
be required.
The
Company maintains an allowance for expected credit loss which reflects its best estimate of amounts that potentially will not be collected.
The Company determines the allowance for expected credit loss on general basis taking into consideration various factors including but
not limited to historical collection experience and credit-worthiness of the customers as well as the age of the individual receivables
balance. Additionally, the Company makes specific bad debt provisions based on any specific knowledge the Company has acquired that might
indicate that an account is uncollectible. The facts and circumstances of each account may require the Company to use substantial judgment
in assessing its collectability.
Leases
The
Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), and generally requires lessees to recognize
operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures
surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.
Operating
leases are included in operating lease right-of-use (“ROU”) assets and short-term and long-term lease liabilities in our
condensed consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term
liabilities in our condensed consolidated balance sheets.
ROU
assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s
obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date
based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, we use the industry
incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
We use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes
lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise
that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
ASU
2016-02 requires that public companies use a secured incremental browning rate for the present value of lease payments when the rate
implicit in the contract is not readily determinable. We determine a secured rate on a quarterly basis and update the weighted average
discount rate accordingly.
Software
Development Costs
We
apply ASC 985-20, Software—Costs of Software to Be Sold, Leased, or Marketed, in analyzing our software development costs. ASC
985-20 requires the capitalization of certain software development costs subsequent to the establishment of technological feasibility
for a software product in development. Research and development costs associated with establishing technological feasibility are expensed
as incurred. Based on our software development process, technological feasibility is established upon the completion of a working model.
In addition, we apply this to our review of development projects related to software used exclusively for our SaaS subscription offerings.
In these reviews, all costs incurred during the preliminary project stages are expensed as incurred. Once the projects have been committed
to and it is probable that the projects will meet functional requirements, costs are capitalized.
Income
Tax
Income
taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under
this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities
are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are
expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the
financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax
positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
The
Company has subsidiaries in Hong Kong and PRC. The Company is subject to tax in Hong Kong and PRC jurisdictions. As a result of its future
business activities, the Company will be required to file tax returns that are subject to examination by the Inland Revenue Department
of Hong Kong and Tax Department of PRC.
Earnings/
(Loss) Per Share
Earnings/
(loss) per share of common stock attributable to common stockholders is calculated by dividing net income attributable to common stockholders
by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the weighted-average
shares of common stock underlying outstanding stock-based awards, warrants, options, or convertible debt using the treasury stock method
or the if-converted method, as applicable, are included when calculating diluted net income (loss) per share of common stock attributable
to common stockholders when their effect is dilutive.
Potential
dilutive securities are excluded from the calculation of diluted EPS in profit periods as their effect would be anti-dilutive.
As
of June 30, 2024, there were no potentially dilutive shares.
| |
Three
Months Ended | | |
Three
Months Ended | | |
Six
Months Ended | | |
Six
Months Ended | |
| |
For
the period June 30, 2024 | | |
For
the period June 30, 2023 | | |
For
the period June 30, 2024 | | |
For
the period June 30, 2023 | |
Statement
of Operations Summary Information: | |
| | |
| | |
| | |
| |
Net
Profit/ (Loss) | |
| (6,927,209 | ) | |
| (136,480 | ) | |
$ | 12,619,286 | | |
$ | (302,775 | ) |
Weighted-average common shares outstanding - basic and diluted | |
| 6,976,410 | | |
| 1,054,530 | | |
| 4,609,505 | | |
| 1,054,530 | |
Earnings/ (loss) per share, basic and diluted | |
| (0.99 | ) | |
| (0.13 | ) | |
$ | 2.74 | | |
$ | (0.29 | ) |
Fair
Value Measurements
The
Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value
measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally,
the Company adopted guidance for fair value measurement related to non-financial items that are recognized and disclosed at fair value
in the financial statements on a non-recurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value.
The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair
value hierarchy are as follows:
Level
1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access
at the measurement date.
Level
2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly.
Level
3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their
fair values because of the short maturity of these instruments.
NOTE
3 – RECENT ACCOUNTING PRONOUNCEMENTS
Recent
accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
NOTE
4 – REVENUE
We
are in the business of providing AI-enabled software development services for industrial and other customers.
As
of and for the period ended June 30, 2024, there were no revenue generated from SAAS business.
NOTE
5 – CASH AND CASH EQUIVALENTS
As
of June 30, 2024, the Company held cash in bank in the amount of $668,387, which consist of the following:
| |
June
30, 2024 | | |
December 31,
2023 | |
Bank
Deposits- Outside USA | |
$ | 668,387 | | |
$ | 668,387 | |
NOTE
6 – DIGITAL ASSETS
As
of June 30, 2024, digital assets holdings are as follow:
| |
June
30, 2024 | | |
December 31,
2023 | |
Opening
balance | |
$ | 35,137,576 | | |
$ | — | |
Purchase
of BTC | |
| — | | |
| 24,990,000 | |
Gain
from digital assets | |
| 15,595,778 | | |
| 10,147,576 | |
Ending
balance | |
$ | 50,733,354 | | |
$ | 35,137,576 | |
As
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
7 – ACCOUNTS RECEIVABLE
As
of June 30, 2024, accounts receivable are related to the services fee from customers as follow:
| |
June
30, 2024 | | |
December 31,
2023 | |
Accounts
Receivable | |
$ | 1,130,665 | | |
$ | 1,133,117 | |
The
Company does not require collateral for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable
due to estimated credit losses. The Company records the allowance against bad debt expense through the condensed consolidated statements
of operations, included in general and administrative expense, up to the amount of revenues recognized to date. Receivables are written
off and charged against the recorded allowance when the Company has exhausted collection efforts without success. There is no allowance
for expected credit loss as the accounts receivable has been received as at reporting date.
NOTE
8 – PREPAYMENTS
As
of June 30, 2024, prepayments consist of the following:
| |
June
30, 2024 | | |
December 31,
2023 | |
Digital
assets | |
$ | 12,125,500 | | |
$ | 12,125,500 | |
As previously disclosed in a Form 8-K filed
on September 28, 2023, the Company entered into a BTC Trading Contract (the “BTC Contract”) with an autonomous organization
(the “Association Seller”), which supports its members in the sale of BTC. While the Association Seller provides services
to facilitate the sale of BTC by its members, it does not exert control over them by ownership or contract, nor does it make decisions
for its members relating to the sale of BTC. None of the members of the Association Seller hold equity, serve as director or officer,
or otherwise has voting power or management rights of the Association Seller.
Under the BTC Contract, the Company has the
right to purchase up to 6,000 BTC from the members of the Association Seller (each, a “BTC Seller”) at a locked price of
$30,000/BTC over a 12-month period, with payment to be made in the form of cash or the Company’s shares. 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 of approximately $12,125,500, 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 1000 BTC Purchase is not completed. While negotiating the terms of the 1,000 BTC Purchase with the BTC Sellers,
the Company decided to exercise its right under the BTC Contract to purchase 5,000 BTC (the “5,000 BTC Purchase”), which
includes the previously planned 1,000 BTC. To reflect the then price increase in BTC and finalize the transaction details of the 5,000
BTC Purchase, the Company and the Association Seller entered into that certain Amendment Agreement (the “Amendment Agreement”)
on May 2, 2024, which was previously disclosed in a Form 8-K filed by the Company on May 6, 2024.
According to the Amendment Agreement, the
Company agreed to pay the aggregate price for the 5,000 BTC through the issuance of 40,000,000 shares of the Company’s common stock
(the “Common Stock”) valued at $3.75 per share, which was the closing market price of the Common Stock as of May 1, 2024
(the “Then FMV”) and warrants to purchase 80,000,000 shares of the Common Stock with the exercise price of $2.6 per share
(equal to 70% of the Then FMV). In connection with the 5,000 BTC Purchase, on May 8, 2024, the Company filed a Preliminary Information
Statement on Schedule 14C (the “Preliminary 14C”). Subsequently, the Company decided to cease pursuing the 5,000 BTC Purchase
due to the market fluctuations in BTC and further discussions with the BTC Sellers, which was previously disclosed on a Form 8-K filed
by the Company on June 26, 2024.
Despite the cancellation of the 5,000 BTC
Purchase, negotiations regarding the original 1,000 BTC Purchase continued. The remaining 60% of the total purchase price for 1,000 BTC
will be settled 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 1,000 BTC Purchase. The Company expects to issue shares that will represent approximately
62% of the Company’s then outstanding capitalization immediately after such issuance to pay off the remaining 60% of the total
purchase price for 1,000 BTC. The 1,000 BTC Purchase is anticipated to close in the last quarter of 2024.
Despite that the Company expects to issue
shares in the 1,000 BTC Purchase that will represent approximately 62% of the Company’s then outstanding capitalization immediately
after such issuance, the Company does not expect the 1,000 BTC Purchase to result in a change of control of the Company. To the knowledge
of the Company, no BTC Seller with which the Company is currently negotiating owns any shares of the Company’s capital stock as
of the date of this report. In addition, no such single BTC Seller is expected or allowed to acquire 20% or more shares or voting power
of the Company as a result of the 1,000 BTC Purchase. It is also understood that each BTC Seller is independent with each other and not
acting in concert with others.
The existing shareholders of the Company are expected to experience
significant dilution in their ownership percentage of the Company as a result of the 1,000 BTC Purchase.
NOTE 9 – INVESTMENT
As of June 30, 2024, investment consist of
the following:
| |
June 30,
2024 | | |
December 31,
2023 | |
| |
| | | |
| | |
Investment in an associate company | |
$ | 13,396,600 | | |
$ | - | |
In April 2024, there are 3,940,000 shares
issued with the total amount of $13,396,000 for the acquisition of 20% of associate company. The officers, directors and selling shareholders
of associate company are not related party and independent with each other, which are not acting in concert with others.
Investment in associate company that we have
significant influence but do not have control over the investee are accounted for under the equity method. We will periodically review
the investment for impairment. The initial measurement and periodic subsequent adjustments of the investment are calculated by applying
the ownership percentage to the net assets or equity of the partially owed entity under ASC 323.
NOTE
10 – AMOUNT DUE TO RELATED PARTIES
| |
June 30,
2024 | | |
December 31,
2023 | |
| |
| | |
| |
Related
parties payable | |
$ | 282,535 | | |
$ | 282,535 | |
Amount
due to shareholders | |
| 13,057 | | |
| 606,563 | |
Director
fee payable | |
| 886,000 | | |
| 804,000 | |
| |
$ | 1,181,592 | | |
$ | 1,693,098 | |
The
related party balance of $282,535 represented advances from former shareholders for Company’s daily operation.
As
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.
As
of June 30, 2024, the director fee payable of $886,000 represented the accrual of director fees from the appointment date to June 30,
2024.
The
amount due to related parties are interest free, unsecured and have no fixed of repayment period.
NOTE
11 – ACCOUNT PAYABLES
As
of June 30, 2024 and December 31, 2023, account payables are related to the software services fee payables to suppliers as follow:
| |
June
30, 2024 | | |
December 31,
2023 | |
Account
payables | |
$ | 924,127 | | |
$ | 926,456 | |
NOTE
12 – OTHER PAYABLES
As
of June 30, 2024, other payables consists of unpaid professional fee as follow:
| |
June
30, 2024 | | |
December 31,
2023 | |
Professional
fees | |
$ | 812,500 | | |
$ | 1,600,000 | |
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’ EQUITY
The
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.
On
March 29, 2019, the Company has issued 100,000,000 shares with no par value to thirty-three founders. On September 3, 2019, the Company
has issued a total 74,000 shares at $3 each to 5 non-US shareholders. The total outstanding shares has increased to 100,074,000 shares
as of December 31, 2019.
In
February 2020, there are 1,666,666 shares were issued at $3 per share to 2 new shareholders. On July 10, 2020, the Company issued another
26,000 shares at $3 per share to 2 new shareholders and the total outstanding shares has increased to 101,766,666 shares.
On
September 15, 2020, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation
to effect 3 for 1 forward stock split. The total issued and outstanding shares of the Company’s common stock has been increased
from 101,766,666 to 305,299,998 shares, with the par value unchanged at zero.
On
September 21, 2020, there are 151,500 shares issued at $5 per share to 303 new shareholders, the Company’s common stock issued
has been increased to 305,451,498 shares as of December 31, 2020.
On
April 13, 2022, the Company and 15 shareholders entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”),
pursuant to which Company and the 15 Shareholders have cancelled 120,418,995 shares of Common Stock (“Cancellation Shares”).
Upon completion of the transaction, the outstanding shares of the Company’s Common Stock has been decreased from 305,451,498 shares
to 185,032,503 shares as of June 30, 2022.
On
July 21, 2022, the Company completed uplisting of its common stock to the Nasdaq Capital Market, and the closing of its public offering
of 10,000,000 shares of common stock with the gross proceeds of $40,000,000 and net proceeds of $37,057,176 after deducting the total
offering cost of $2,942,824. The shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. The
shares continue to trade under the stock symbol “WETG.” The Company’s total issued and outstanding common stock has
been increased to 195,032,503 shares after the offering.
On
July 22, 2022, the Company issued 25,000 shares of common stock to certain service providers for services in connection with the public
offering, the fair value of the share was $477,500. The Company’s total issued and outstanding common stock has been increased
to 195,057,503 shares in 2022.
On
June 9, 2023, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation
to effect 1 for 185 reverse stock split (“Reverse Stock Split”). The total issued and outstanding shares of the Company’s
common stock decreased from 195,057,503 to 1,054,530 shares, with the par value unchanged at zero.
In
September, 2023, there are 1,570,600 shares issued with the total amount of $12,616,454, the Company’s common stock issued has
been increased to 2,625,130 shares as of March 31, 2024.
In
April 2024, there are 3,940,000 shares issued with the total amount of $13,396,000 for the acquisition of 20% of associate company and
411,280 shares were issued for the amount of $1,974,140 loan conversion to equity, the Company’s common stock issued has been increased
to 6,976,410 shares as of June 30, 2024.
NOTE
14 – INCOME TAXES
The
Company is subject to U.S. Federal tax laws. The Company has not recognized an income tax benefit for its operating losses in the United
States because the Company does not expect to commence active operations in the United States.
There
are several subsidiaries were incorporated in Hong Kong and are subject to Hong Kong profits tax at a tax rate of 16.5%.
The
Company is currently conducting its certain operations in the PRC through its subsidiaries, which are subject to tax from 15% to 25%.
NOTE
15 – SUBSEQUENT EVENTS
No
subsequent events ocurred during the period.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements
and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties
and assumptions. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially from
those anticipated in the forward-looking statements as a result of certain factors discussed elsewhere in this report.
Business
Next
Technology Holdings Inc (formerly known as “WeTrade Group, Inc”) was incorporated in the State of Wyoming on March 28, 2019.
We currently pursue two corporate strategies. One business strategy is to continue providing software development services, and the other
strategy is to acquire and hold bitcoin.
Software
development
We
provide AI-enabled software development services to our customers, which included developing, designing, and implementing various SAAS
software solutions for businesses of all types, including industrial and other businesses.
Bitcoin
Acquisition Strategy
Our
bitcoin acquisition strategy generally involves acquiring bitcoin with our liquid assets that exceed working capital requirements, and
from time to time, subject to market conditions, issuing debt or equity securities or engaging in other capital raising transactions
with the objective of using the proceeds to purchase bitcoin.
We
view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin. We have not set any specific target for
the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional
financings to purchase additional bitcoin.
This
overall strategy also contemplates that we may (i) periodically sell bitcoin for general corporate purposes, including to generate cash
for treasury management or in connection with strategies that generate tax benefits in accordance with applicable law, (ii) enter into
additional capital raising transactions that are collateralized by our bitcoin holdings, and (iii) consider pursuing additional strategies
to create income streams or otherwise generate funds using our bitcoin holdings.
We
believe that, due to its limited supply, bitcoin offers the opportunity for appreciation in value if its adoption increases and has the
potential to serve as a hedge against inflation in the long-term.
Results
of Operations
Results
of Operations for the Six months period Ended June 30, 2024 and 2023
The
following tables provide a comparison of a summary of our results of operations for the six months period ended June 30, 2024 and 2023.
| |
For
the period June 30, 2024 | | |
From
the period June 30, 2023 | |
Revenue: | |
| | |
| |
Service
revenue | |
$ | — | | |
$ | — | |
Cost
of Revenue | |
| — | | |
| — | |
Gross
profit | |
| — | | |
| — | |
Operating
Expenses: | |
| | | |
| | |
Gain
from digital assets | |
| 15,595,778 | | |
| — | |
General
and administrative expenses | |
| (675,144 | ) | |
| (302,775 | ) |
Net
profit/ (loss) before income tax | |
| 14,920,634 | | |
| (302,775 | ) |
Income
tax expenses | |
| (2,301,348 | ) | |
| — | |
Net
profit/ (loss) | |
| 12,619,286 | | |
| (302,775 | ) |
Revenue
from Operations
For
the six-month period ended June 30, 2024 and 2023, total revenue were $nil respectively.
General and
Administrative Expenses
For
the six months period ended June 30, 2024 and 2023, general and administrative expenses were $675,144 and $302,775 respectively. The
increase is mainly due to increase in BTC consulting fee during the period.
Other Income
The
other income of $15,595,778 is mainly due to gain from digital assets during the period.
Net Profit
As
a result of the factors described above, there was a net profit of $12,619,286 and net loss of $302,775 for the period ended June 30,
2024 and 2023, respectively. The increase in net profit is mainly due to gain from digital assets during the period.
Results
of Operations for the Three months period Ended June 30, 2024 and 2023
The
following tables provide a comparison of a summary of our results of operations for the three months period ended June 30, 2024 and 2023.
| |
For
the period June 30, 2024 | | |
From
the period June 30, 2023 | |
Revenue: | |
| | |
| |
Service
revenue | |
$ | — | | |
$ | — | |
Cost
of Revenue | |
| — | | |
| — | |
Gross
profit | |
| — | | |
| — | |
Operating
Expenses: | |
| | | |
| | |
Loss
from digital assets | |
| (8,423,621 | ) | |
| — | |
General
and administrative expenses | |
| (344,999 | ) | |
| (136,480 | ) |
Net
profit/ (loss) before income tax | |
| (8,768,620 | ) | |
| (136,480 | ) |
Income
tax income | |
| 1,841,411 | | |
| — | |
Net
loss | |
| (6,927,209 | ) | |
| (136,480 | ) |
Revenue
from Operations
For
the three-month period ended June 30, 2024 and 2023, total revenue were $nil respectively.
General and
Administrative Expenses
For
the three months period ended June 30, 2024 and 2023, general and administrative expenses were $344,999 and $136,480 respectively. The
increase is mainly due to increase in BTC consulting fee during the period.
Other loss
The
other loss of $8,423,621 is mainly due to loss from digital assets during the period.
Net loss
As
a result of the factors described above, there was a net loss of $6,927,209 and net loss of $136,480 for the period ended June 30, 2024
and 2023, respectively. The increase in net loss is mainly due to loss from digital assets during the period.
Liquidity
and Capital Resources
As of June 30,
2024, we had cash on hand of $668,387. There is no change in cash held during the period.
Operating
activities
As of June 30,
2024, our cash flow used in operating activities is $529 for the period ended June 30, 2024 as compared to the cash flow used in operating
activities of $648,252 in prior period. The decrease was mainly due to increase in deferred tax liabilities during the period.
Financing
activities
Cash provided
by our financing activities was $634 for the period ended June 30, 2024 as compared to cash provided by financing activities of $318,000.
The decrease is mainly due to lesser in shareholders’ advance during the period as compare to the prior period.
Inflation
Inflation
does not materially affect our business or the results of our operations.
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements.
Critical
Accounting Policies
We
prepare our financial statements in accordance with generally accepted accounting principles of the United States (“GAAP”).
GAAP represents a comprehensive set of accounting and disclosure rules and requirements. The preparation of our financial statements
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting
period. Our actual results could differ from those estimates. We use historical data to assist in the forecast of our future results.
Deviations from our projections are addressed when our financials are reviewed on a monthly basis. This allows us to be proactive in
our approach to managing our business. It also allows us to rely on proven data rather than having to make assumptions regarding our
estimates.
Recent
Accounting Pronouncements
We
have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements
will have a material impact on the Company financial statements.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We
are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide
the information contained in this item pursuant to Item 305 of Regulation S-K.
ITEM
4. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures.
The
management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s
internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer
and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the
Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
With
respect to the period ended June 30, 2024, under the supervision and with the participation of our management, we conducted an evaluation
of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
promulgated under the Securities Exchange Act of 1934.
Based
upon our evaluation regarding the period ended June 30, 2024, the Company’s management, including its Principal Executive Officer,
has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and
lack of ability to have multiple levels of transaction review. Material weaknesses noted are lack of an audit committee, lack of a majority
of outside directors on the board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal
controls and procedures; and management is dominated by two individuals, without adequate compensating controls. However, management
believes the financial statements and other information presented herewith are materially correct.
Our
management assessed the effectiveness of our internal control over financial reporting as of June 30, 2024. In making this assessment,
our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in Internal Control - Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria). Based on our assessment, management
identified material weaknesses related to: (i) our internal audit functions; (ii) a lack of segregation of duties within accounting functions;
and the lack of multiple levels of review of our accounting data. Based on this evaluation, our management concluded that as of June
30, 2024, we did not maintain effective internal control over financial reporting.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with any policies and procedures may deteriorate. Due to our size and nature, segregation of all conflicting
duties may not always be possible and may not be economically feasible. To the extent possible, we will implement procedures to assure
that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals.
With proper funding we plan on remediating the significant deficiencies identified above, and we will continue to monitor the effectiveness
of these steps and make any changes that our management deems appropriate.
A
material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board Auditing Standard No. 5) or
combination of control deficiencies, that results in a reasonable possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that
has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART
II – OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
Since
mid-September 2023, Mr. Zheng Dai, Mr. Pijun Liu, and certain individuals under their control (the “Unauthorized Persons”)
had been falsely and repeatedly holding themselves out as representing and/or authorized to represent the Company. For example, the Unauthorized
Persons caused to be filed certain current reports on Forms 8-K dated September 28, 2023 and October 10, 2023, in which they purported
to appoint new officers and directors. These filings were false and should be disregarded.
On
September 28, 2023, a derivative lawsuit was filed by certain purported shareholders affiliated with the Unauthorized Persons in the
United States District Court for the District of Wyoming against certain officers and directors of the Company, seeking control of the
Company. This case was dismissed without prejudice on October 18, 2023.
On
October 18, 2023, the same individuals who filed the above-described derivative suit filed a direct action against the Company in the
Chancery Court of the State of Wyoming (the “Chancery Court”), again seeking control of the Company. The Company responded
to the lawsuit, sought a temporary restraining order restraining the plaintiff-shareholders and their affiliates (including the Unauthorized
Persons) from claiming be in control of the Company.
On
November 7, 2023, the Chancery Court issued a temporary restraining order substantially restraining the plaintiff-shareholders and their
affiliates from claiming to act on behalf of the Company. The lawsuit remains pending as at reporting date.
On
November 30, 2023, the Company responded to plaintiffs’ arguments that they controlled the Company, pointing out that plaintiffs’
case (Mr. Dai Zheng and his affiliates) was largely built upon forged signatures and other fabricated materials. In response, the plaintiffs
withdrew their opposition to the Company’s request for an injunction.
On
January 5, 2024, the Chancery Court entered a preliminary injunction order (attached hereto). Specifically, the order restrained Mr.
Dai Zheng and his affiliates from the following conduct:
(i)
acting as or holding themselves out as majority shareholders, directors, executives, or employees of the Company and its affiliates;
(ii)
making any attempts to contact the SEC, Nasdaq, government authorities, or make any filing or press release on behalf of the Company;
(iii)
making any attempts to change the board composition and executive team;
(iv)
disseminating false statements regarding the Company and its leadership;
(v)
making any attempts to contact the Company’s service providers, including auditors, stock transfer agents, and filing agents;
(vi)
making any attempts to issue the Company’s shares.
ITEM
1A. RISK FACTORS
We
are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide
the information contained in this item.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
No
senior securities were issued and outstanding during the six months ended June 30, 2024.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable to our Company.
ITEM
5. OTHER INFORMATION
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. The total issued and outstanding shares of the Company’s common stock decreased from 195,057,503
to 1,054,364 shares, with the par value unchanged at zero.
The
Reverse Stock Split is intended to more expediently enable the Company to regain compliance to achieve a minimum bid price of $1.00 per
share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). As
a result of the Reverse Stock Split, every one-for-one hundred and eighty-five (185) shares of the Company’s Common Stock then
issued and outstanding will automatically, and without any action of the Company or any holder thereof, be combined, converted, and changed
into one (1) validly issued and non-assessable share of Common Stock. No fractional shares will be issued to any shareholder, and in
lieu of issuing any such fractional shares, the fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest
whole share of Common Stock.
In September,
2023, there are 1,570,600 shares issued with the total amount of $12,616,454, the Company’s common stock issued has been increased
to 2,625,130 shares as of March 31, 2024. In April 2024, there are 4,351,280 shares issued with the total amount of $14,776,000 for the
acquisition of 20% of associate company and loan conversion to equity, the Company’s common stock issued has been increased to
6,976,410 shares as of June 30, 2024.
ITEM
6. EXHIBITS
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
NEXT
TECHNOLOGY HOLDINGS INC |
|
|
|
Date:
September 20, 2024 |
By: |
/s/
Wei Hong Liu |
|
|
Wei
Hong Liu |
|
|
Chief
Executive Officer |
|
|
/s/
Ken Tsang |
|
|
Ken
Tsang |
|
|
Chief
Financial Officer |
23
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I, Liu Wei Hong, Director and Chief Executive
Officer of Next Technology Holdings Inc. (the “Company”), do hereby certify, in connection with Quarterly Report on Form 10-Q/A
for the quarter ended June 30, 2024 (the “Report”) of the Company, the undersigned, in the capacity and on the date indicated
below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
I, Ken Tsang, Director and Chief Financial Officer
of Next Technology Holdings Inc . (the “Company”), do hereby certify, in connection with Quarterly Report on Form 10-Q/A for
the quarter ended June 30, 2024 (the “Report”) of the Company, the undersigned, in the capacity and on the date indicated
below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: