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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended August 31, 2012
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _______________
	Commission file number 000-54321

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~China~~For ~~Bilingual~~the ~~Technology~~fiscal &year ~~Education~~ended ~~Group~~August ~~Inc.~~31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0001-470129

VisitIQ Corp.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)		68-0678185 (I.R.S. Employer Identification No.)
Nevada	86-2465117
No. 2 Longbao Street Xiaodian Zone, Taiyuan City Shanxi Province, P.R. China (Address of principal executive offices)		030031 (Zip Code)
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
729 N. Washington Ave., Suite 600,	55401
Minneapolis, Minnesota
(Address of Principal Executive Offices)	(Zip Code)

~~Registrant’s~~(763) ~~telephone number, including area code 86~~200-~~351-7963988~~7994

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common ~~Stock~~stock, ~~Par~~par ~~Value~~value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ~~Yeso Nox~~Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ~~Yeso Nox~~Yes ☒ No ☐

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. ~~Yesx Noo~~Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files).~~YesxNoo~~ Yes ☐ No ☒

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant is ~~delinquent~~a ~~filers~~large ~~pursuant~~accelerated tofiler, ~~Item~~an ~~405~~accelerated offiler, ~~Regulation~~a Snon-Kaccelerated (§filer, ~~229.405~~a ofsmaller ~~this~~reporting ~~chapter) is not contained herein~~company, ~~and~~or ~~will~~an ~~not~~emerging begrowth company. ~~contained,~~See to the ~~best~~definitions of ~~registrant’s~~“large ~~knowledge~~accelerated filer,” in“accelerated ~~definitive~~filer,” ~~proxy~~“smaller orreporting company,” ~~information~~and ~~statements~~“emerging ~~incorporated~~growth bycompany” ~~reference~~ in ~~Part~~Rule ~~III~~12b-2 of ~~this~~the ~~Form~~Exchange ~~10-K or any amendment to this Form 10-K~~Act. o

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an☐ ~~accelerated~~Accelerated filer, a☐ ~~non~~Non-accelerated filer, or☒ aSmaller ~~smaller~~ reporting company~~. See~~ ~~the~~☒ ~~definitions~~Emerging ofgrowth ~~“large accelerated filer,” “accelerated filer” and “smaller reporting~~ company” ~~in Rule 12b-2 of the Exchange Act.~~☐

~~Large~~If ~~accelerated~~an ~~filer~~emerging ogrowth ~~Accelerated~~company, ~~filer~~indicate by ocheck ~~Non-accelerated~~mark ~~filer~~if othe ~~(Do~~registrant has elected not ~~check~~to ifuse athe ~~small~~extended ~~reporting~~transition ~~company~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) ~~Smaller~~of ~~reporting~~the ~~company~~Exchange xAct. ☐

Indicate by check mark whether the registrant has isfiled a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule~~its ~~12b-2~~management’s assessment of the ~~Act~~effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. ~~Yeso~~7262(b)) ~~Nox~~by the registered public accounting firm that prepared or issued its audit report. ☐

~~The~~If ~~aggregate~~securities ~~market~~are ~~value~~registered ofpursuant ~~the~~to Section ~~voting~~12(b) ~~and~~of ~~non-voting~~the ~~common~~Act, ~~equity~~indicate ~~held~~ by ~~non-affiliates~~check ~~computed~~mark bywhether ~~reference to~~ the ~~price~~financial atstatements ~~which~~of the ~~common~~registrant ~~stock~~included ~~was~~in ~~last~~the ~~sold~~filing ~~as of~~ reflect the ~~last~~correction ~~business day~~ of ~~the~~an ~~registrant’s~~error ~~most~~to ~~recently~~previously ~~completed~~issued ~~second~~financial ~~fiscal quarter was $4,801,205~~statements. ☐

AsIndicate by check mark whether any of ~~November~~those error ~~28,~~corrections ~~2012,~~are ~~there~~restatements ~~were~~that ~~30,069,629~~required ~~shares~~a recovery analysis of ~~Common~~incentive-based ~~Stock,~~compensation ~~par~~received ~~value~~by ~~$0.001~~any ~~per~~of ~~share,~~the ~~outstanding~~registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

~~DOCUMENTS~~Indicate ~~INCORPORATED~~by BYcheck ~~REFERENCE:~~mark ~~NONE~~whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of February 28, 2025, the last business day of the registrant's second quarter of fiscal year 2025, based on the closing price of $0.35 for the registrant's common stock, as reported on the OTC Markets Pink Sheets, was approximately $234,000. The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of February 28, 2026, the last business day of the registrant's most recently completed second quarter of fiscal year 2026, based on the closing price of $1.00 for the registrant's common stock, as reported on the OTC Markets Pink Sheets, was approximately $670,000. Shares of common stock beneficially owned by each executive officer, director and holder of more than 10% of the shares of common stock have been excluded in that such persons may be deemed to be affiliates.

~~Table~~As of ~~Contents~~April 30, 2026, there were 2,133,236 shares of the registrant’s common stock outstanding.

~~CHINA~~TABLE ~~BILINGUAL~~OF ~~TECHNOLOGY & EDUCATION GROUP INC.~~CONTENTS

Table of Contents

		Page

Special Note Regarding Forward-Looking Statements		4

PART I

Item 1.	Business	7
Item 1A.	Risk Factors	22
Item 1B.	Unresolved Staff Comments	41
Item 1C.	Cybersecurity	42
Item 2.	Properties	43
Item 3.	Legal Proceedings	43
Item 4.	Mine Safety Disclosures	43

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	43
Item 6.	[Reserved]	44
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	57
Item 8.	Financial Statements and Supplementary Data	58
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	80
Item 9A.	Controls and Procedures	80
Item 9B.	Other Information	81
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	81

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	82
Item 11.	Executive Compensation	84
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	87
Item 13.	Certain Relationships and Related Transactions, and Director Independence	88
Item 14.	Principal Accountant Fees and Services	90

PART IV

Item 15.	Exhibits and Financial Statement Schedules	91
Item 16.	Form 10-K Summary	93
Signatures		94

		Page
	PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	12
Item 1B.	Unresolved Staff Comments.	20
Item 2.	Properties.	20
Item 3.	Legal Proceedings.	21
Item 4.	Mine Safety Disclosure.	21
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	21
Item 6.	Selected Financial Data.	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	28
Item 8.	Financial Statements and Supplementary Data.	F-1
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	29
Item 9B.	Other Information.	29
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	30
Item 11.	Executive Compensation.	34
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	36
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	37
Item 14.	Principal Accountant Fees and Services.	37
	PART IV
Item 15.	Exhibits and Financial Statement Schedules.	38

~~Table~~MARKET ofAND ~~Contents~~INDUSTRY DATA

~~PART~~Information Icontained in this Annual Report concerning the market and the industry in which we compete, including our market position, general expectations of market opportunity and market size, is based on information from various third-party sources, assumptions made by us based on such sources and our knowledge of the markets for our services and solutions. Any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information.

~~Forward~~The industry in which we operate is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this Annual Report are subject to change based on various factors, including those described in the section entitled “Risk Factors -~~Looking~~ Risks ~~Statements~~Related to Our Business and Our Industry” and elsewhere in this Annual Report.

Forward-looking statements in this report, including without limitation, statements related to China Bilingual Technology & Education Group Inc.’s (“China Bilingual”) plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) China Bilingual’s plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of China Bilingual.; (ii) China Bilingual’s plans and results of operations will be affected by China Bilingual’s ability to manage growth; and (iii) other risks and uncertainties indicated from time to time in China Bilingual’s filings with the Securities and Exchange Commission (“SEC”).

In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this report.

Factors that might affect our forward-looking statements include, among other things:

● overall economic and business conditions; ● the demand for our services; ● competitive factors in the industries in which we compete; ● changes in tax requirements (including tax rate changes, new tax laws and revised tax law interpretations); ● the outcome of litigation and governmental proceedings; ● interest rate fluctuations and other changes in borrowing costs; ● other capital market conditions, including availability of funding sources; ● potential impairment of our indefinite-lived intangible assets and/or our long-lived assets; and ● changes in government regulations related to the education industry.

ITEM 1. BUSINESS.

China Bilingual Technology & Education Group Inc. (the “Company”, “we”, “us” or “our”) is an education company that owns and operates high-quality K-12 private boarding schools in the People’s Republic of China (the “PRC”). The Company established school operations in 1998 and currently operates three schools encompassing kindergarten, elementary, middle and high school levels with approximately 14,583 students and 1,876 faculty and staff for the 2012-2013 school year. The Company’s schools are located in Shanxi and Sichuan Provinces and provide students with an innovative and high-quality education with a focus on fluency and cultural skills in both Chinese and English, as well as a strong core curriculum. The schools regularly rank among the top schools in their respective regions for college entrance exam scores and national college entrance rates. The Company’s schools have earned excellent teaching reputations and are recognized for the success of their students and strong faculty. As the PRC experiences rapid industrialization and economic growth, the government is focused on education as a means to increase worker productivity and raise the standard of living. Parents in the PRC’s new middle and upper classes are sending their children to receive private school education to give them an advantage in the PRC’s increasingly competitive workforce. The Company’s sector in education is not subject to corporate income tax in the PRC, and the Company anticipates its growth will come from both organic growth through increased enrollment and expansion of its business model and teaching methods into new schools, which may be acquired by the Company.

The Company was incorporated in the State of Nevada on March 31, 2009 under the name Designer Export, Inc. On June 30, 2010, the Company changed its name to China Bilingual Technology & Education Group Inc.

On June 30, 2010, the Company entered into a Share Exchange Agreement (“Agreement”) with Kahibah Limited (“KL”), a British Virgin Islands (“BVI”) corporation and its shareholders. According to this Agreement, the Company acquired all the issued and outstanding shares of KL. The Company issued 26,100,076 shares of its common stock, after giving effect to the cancellation of 7,748,343 shares on June 30, 2010, to KL’s shareholders in exchange for 100% of the shares of KL. After the closing of the transaction, the Company had a total of 30,000,005 shares of common stock issued and outstanding, with KL’s shareholders owning 87% of the total issued and outstanding shares of the Company’s common stock, and the balance held by those who held shares of the Company’s common stock prior to the closing of the exchange. This transaction resulted in KL’s shareholders obtaining a majority voting interest in the Company. All shares are shown effective of a 2.582781 forward stock split as of July 14, 2010.

~~Table~~SPECIAL ofNOTE ~~Contents~~REGARDING FORWARD-LOOKING STATEMENTS

~~The~~Certain ~~acquisition~~statements ofin KLthis ~~and~~Annual ~~the~~Report may ~~operations~~constitute of“forward-looking ~~its~~statements” ~~subsidiaries~~for ~~were~~purposes ~~accounted~~of ~~for~~the asfederal asecurities ~~reverse~~laws. ~~merger~~Our ~~(“Merger”)~~forward-looking statements include, ~~whereby~~but KLare isnot ~~the~~limited ~~continuing~~to, ~~entity~~statements ~~for~~regarding ~~financial~~our ~~reporting~~or ~~purposes~~our ~~and~~management isteam’s ~~deemed~~expectations, ~~for~~hopes, ~~accounting purposes~~beliefs, tointentions or bestrategies ~~the~~regarding ~~acquirer of~~ the ~~Company~~future. In ~~accordance~~addition, ~~with~~any ~~the~~statements ~~applicable~~that ~~accounting~~refer ~~guidance~~to ~~for~~projections, ~~accounting~~forecasts ~~for~~or ~~the~~other ~~business~~characterizations of ~~combination~~future asevents aor ~~reverse merger~~circumstances, KLincluding isany ~~deemed~~underlying ~~to have undergone a recapitalization~~assumptions, ~~whereby~~are KLforward-looking isstatements. ~~deemed~~The towords ~~have~~“anticipate,” “believe,” ~~issued~~“can,” ~~common~~“contemplate,” ~~stock~~“continue,” to“could,” ~~the~~“estimate,” “expect,” ~~Company’s~~“forecast,” ~~common~~“intend,” ~~equity~~“may,” ~~holders. Accordingly~~“might,” ~~although~~“plan,” “possible,” ~~the~~“potential,” ~~Company~~“predict,” as“project,” ~~KL’s~~“seek,” ~~parent~~“should,” “target,” ~~company~~“will,” ~~was~~“would” ~~deemed~~and tosimilar ~~have~~expressions ~~legally~~may ~~acquired~~identify KLforward-looking statements, but ~~in accordance with~~ the ~~applicable~~absence ~~accounting~~of ~~guidance~~these ~~for~~words ~~accounting~~does ~~for~~not ~~the~~mean ~~transaction~~that as a ~~reverse~~statement ~~merger~~is ~~and~~not reforward-~~capitalization,~~looking. KLForward-looking isstatements ~~the~~in ~~surviving~~this ~~entity~~Annual Report ~~for~~may ~~accounting~~include, ~~purposes~~be, ~~and~~statements ~~its assets and liabilities are recorded at their historical carrying amounts with no goodwill or other intangible assets recorded as a result of the accounting merger with the Company.~~about:

As● ~~part~~our ofmarket the acquisition, the Company changed its name to China Bilingual Technology & Education Group Inc. Share and per share amounts stated have been retroactively adjusted to reflect the acquisition. The accompanying financial statements present the historical financial condition, results of operations and cash flows of KL and its operating subsidiaries prior to the recapitalization.opportunity;

~~The~~● ~~historical~~our ~~consolidated~~growth ~~financial statements of the Company are those of KL~~strategy, ~~and~~including ofour ~~the~~plan ~~consolidated~~to ~~entities. The~~rapidly ~~consolidated~~increase ~~financial statements of~~ the ~~Company~~number ~~presented for the years ended August 31, 2012 and 2011, the eight months ended August 31, 2011 and the year ended December 31, 2010 included the financial statements~~ of ~~China~~customer ~~Bilingual,~~relationships ~~KL,~~we ~~KL’s~~have ~~subsidiary~~in ~~Taiyuan Taiji Industry Development Co., Ltd. (“Taiyuan Taiji”), a wholly-foreign owned enterprise (“WFOE”) under~~ the ~~laws~~coming ofyears the PRC, which owns 95% of the registered capital of Shanxi Taiji Industry Development Co., Ltd. (“Shanxi Taiji”), an equity joint venture company organized under the laws of the PRC. Shanxi Taiji owns all of the registered capital of Shanxi Modern Bilingual School (“Shanxi North Campus”) and ~~Sichuan~~our ~~Guang’an~~ability ~~Experimental~~to ~~High~~rapidly ~~School~~scale ~~(“Sichuan~~our ~~Guang’an~~business ~~School”),~~model ~~both~~to ~~private~~meet ~~non-enterprise~~customer ~~entities incorporated under the laws of the PRC, collectively the “Subsidiaries.”~~demand;

~~Since~~● ~~the~~our ~~ownership~~ability ofto KLexecute ~~and~~our ~~its~~business ~~Subsidiaries was substantially the same~~plan, ~~the~~which ~~merger~~may ~~with~~be ~~each~~affected ~~was~~by, ~~accounted~~among ~~for~~other ~~as a transfer of equity interests between entities under common control~~things, ~~whereby~~competition ~~the acquirer recognized the assets~~ and ~~liabilities~~our ofability ~~each Subsidiary transferred at their carrying amounts. The reorganization was treated similar~~ to ~~the~~grow ~~pooling of interest method with carry over basis. Accordingly, the financial statements for KL~~ and ~~its~~manage ~~Subsidiaries~~growth ~~have been combined for all periods presented~~profitably, ~~similar~~maintain torelationships awith ~~pooling~~customers of interest. The reorganization of entities under common control was retrospectively applied to the financial statements of all prior periods when the financial statements are issued for a period that includes the date the transaction occurred. Intercompany transactions and ~~balances~~retain ~~are~~our ~~eliminated~~key ~~in consolidations.~~employees;

On● ~~August 31,~~technological ~~2011,~~advancements ~~the~~being ~~Company’s~~pursued ~~entered~~by ~~into~~our anengineering Equity Transfer Agreement and purchased all of the outstanding equity of Shanxi Rising Education Investment Company Limited (the “Investment Company”) from the equity holders (the “Sellers”) for a total purchase consideration of RMB 690,000,000 (approximately $108,226,806). The net present value of the total fair value consideration transferred equals RMB 650,000,000 (approximately $102,565,721), of which RMB 370,217,933 (approximately $55,444,697) has been paid. Under the terms of the Equity Transfer Agreement the balance of the purchase price is to be paid over three years in three scheduled payments as follows: (See Note 20 – Business Combination for additional details on the Equity Transfer Agreement.)team;

1)● ~~RMB~~our ~~119,782,067~~ability ~~(approximately $18,900,822)~~ to beservice ~~paid~~and bycomply ~~August~~with ~~31,~~our ~~2012, but was paid on September 3, 2012~~indebtedness;

2)● ~~RMB~~our ~~100,000,000~~ability ~~(or~~to ~~RMB~~raise ~~87,589,800,~~financing ~~approximately~~in ~~$13,821,094,~~the ~~net of discount) by August 31, 2013, and~~future;

3)● ~~RMB~~whether ~~100,000,000~~our ~~(or~~existing ~~RMB~~cash ~~93,849,000,~~will ~~approximately~~be ~~$14,808,754,~~sufficient ~~net~~to offund ~~discount)~~our byoperating ~~August~~expenses ~~31,~~requirements ~~2014.~~and our ability to continue as a going concern;

~~The~~● ~~net~~the ~~present~~potential ~~value~~for ofour ~~the~~business ~~payments~~development isefforts ~~discounted~~to atmaximize the ~~Company’s~~potential ~~then~~value ~~current financing interest rate~~ of ~~6.84%.~~our portfolio;

~~The~~● ~~Investment~~regulatory ~~Company,~~developments ~~a limited liability company established under the laws of the PRC, is an education company that owns and operates a K-12 private boarding school~~ in ~~Jinzhong City, Shanxi Province of~~ the ~~PRC,~~United ~~encompassing~~States ~~kindergarten, primary~~ and ~~secondary~~foreign education. The Investment Company was established in 2001 and it has share capital of RMB 70,000,000. It is the parent company of Shanxi Rising School (the "Rising School"), founded 2002, which currently serves over 5,400 students from its location in Shanxi Province, the PRC. The Rising School is now known by the Company as the “Shanxi South Campus.”countries;

~~The~~● ~~acquisition~~our ofexpectations ~~the~~regarding ~~Investment~~our ~~Company~~strategic ~~has~~realignment been accounted for as a business combination under Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The total purchase consideration of RMB 690,000,000 has been allocated to the net tangible and ~~intangible~~related ~~assets acquired and liabilities assumed based on their estimated fair values as of August 31, 2011. As of the balance sheet date, August 31, 2011, the exchange rate to the US Dollar was RMB 6.3755.~~initiatives;

~~Prior~~● toour ~~closing~~capital ~~the~~requirements Equity Transfer Agreement, the Company became involved in the operations of the Shanxi South Campus in the spring of 2011. With the consent of the Investment Company, the Company assisted in the operations, accounting and ~~promotion~~needs ~~of the school to attract more and better students~~ for ~~the~~additional 2011-2012 school year. Some of these responsibilities included collecting prepaid tuition, room & board and other school fees (“School Fees”) in advance of the school year, which combined with better operations, higher tuition rates and an increase in enrollment led to an increase in deferred revenue at August 31, 2011. The Company’s involvement at the Shanxi South Campus was under the direction of Investment Company management until it assumed control of the Investment Company on August 31, 2011, in accordance with the Equity Transfer Agreement.financing;

●

our expected financial performance;

●

our expectations concerning costs of revenue; and

●

our expectations regarding engineering and development costs, as well as selling, administrative, interest and marketing expenses.

The forward-looking statements contained in this Annual Report are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section entitled “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the impact of macroeconomic factors and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~Table~~SUMMARY OF ofRISK ~~Contents~~FACTORS

~~For~~Our ~~the~~business ~~purpose of preparing the consolidated financial statement, the total purchase price~~ is ~~allocated~~ subject to ~~the~~risks ~~Company’s~~of ~~net~~which ~~tangible~~you ~~assets~~should ~~acquired~~be ~~and~~aware ~~liabilities~~before ~~assumed~~making asan ofinvestment ~~August 31, 2011~~decision. The ~~adjustments~~risks ~~record~~described ~~the~~below ~~purchase~~are ~~price~~a ~~allocation~~summary ~~entries as~~ of ~~August 31, 2011, including allocation of fair values of~~ the principal risks associated ~~tangible~~with ~~assets,~~an ~~intangible~~investment ~~assets~~in ~~and~~us ~~acquired liabilities, to eliminate the Company's historical equity balances~~ and toare ~~record~~not the ~~estimated~~only ~~use~~risks ofwe ~~cash~~face. toYou ~~fund~~should ~~the~~carefully ~~cash~~consider ~~portion~~these ofrisk factors, the ~~acquisition. The~~risk ~~adjustments~~factors ~~also~~described ~~include certain decreases~~ in ~~intercompany~~Part ~~balances eliminated in consolidation. Accordingly~~I, ~~the~~Item ~~fair~~1A ~~value~~ of ~~assets~~this ~~acquired~~Annual Report, and ~~liabilities assumed may be materially impacted by~~ the ~~results~~other ofreports ~~the~~and ~~Company’s~~documents ~~on-going~~that ~~operations~~we ~~after~~have ~~the~~filed ~~date of~~ with the ~~Equity Transfer Agreement~~SEC.

~~The~~Summary ~~Company undertakes to meet the market demands for primary and secondary educational needs through the operations~~ of ~~private~~Risk ~~boarding schools within the PRC. The following chart shows the Company structure:~~Factors

●

Our success and revenue growth depends on our ability to add and retain customers.

●

We often have long sales cycles, which can result in significant time between initial contact with a potential customer and execution of a customer agreement, making it difficult to project when, if at all, we will generate revenue from those customers.

●

We may experience fluctuations in our operating results, which could make our future operating results difficult to compare and predict.

●

If we do not manage our growth effectively, the quality of our platform and solutions may suffer, and our business, operating results and financial condition may be adversely affected.

●

Our industry is intensely competitive, and if we do not effectively compete against current and future competitors or fail to innovate and make the right investment decisions in our product offerings and platform, our business, operating results and financial condition could be harmed.

●

Acquisitions or strategic investments could be difficult to identify and integrate, divert the attention of management and disrupt our business, dilute stockholder value and adversely affect our business, operating results and financial condition.

●

The technology industry is subject to increasing scrutiny that could result in U.S. federal or state government actions that could negatively affect our business.

●

Our business and the effectiveness of our platform depends on our ability to collect and use data online. New consumer tools, regulatory restrictions and potential changes to web browsers and mobile operating systems all threaten our ability to collect such data, which could harm our operating results and financial condition and adversely affect the demand for our products and solutions.

●

Actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements could adversely affect our business, results of operations and financial condition.

●

Any unfavorable publicity or negative public perception of current data collection practices could result in additional regulations which may impact the effectiveness of our data cloud and platform.

●

A significant inadvertent disclosure or breach of confidential and/or personal information we process, or a security breach of our or our customers’, suppliers’ or other partners’ IT Systems could be detrimental to our business, reputation, financial performance and results of operations.

●

We depend on third-party data providers to operate our business, the disruption of which could adversely affect our business, operating results and financial condition.

●

If we fail to detect or prevent fraud or malware intrusion on our platform, devices, or systems, or into the systems or devices of our customers and their consumers, publishers could lose confidence in our platform, and we could face legal claims and regulatory investigations, any of which could adversely affect our business, operating results and financial condition.

~~Table~~● Any actual or perceived failure to comply with evolving regulatory frameworks around the development and use of ~~Contents~~artificial intelligence could adversely affect our business, results of operations, and financial condition.

~~Overview~~● We will need additional capital in the future to meet our financial obligations and to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to meet our financial obligations and grow our business.

● The ~~Company~~impact ~~continues to carry~~ on ~~the~~our business ofand ~~Shanxi~~financial ~~Taiji,~~condition ~~our~~of ~~PRC~~incurring ~~operating~~additional ~~entity,~~debt asor ~~our~~issuing ~~sole~~new ~~line~~debt ofor ~~business~~equity securities.

~~Shanxi~~● ~~Taiji~~Catastrophic ~~owns~~events ~~all~~such ofas ~~the~~pandemics, ~~registered~~hurricanes, ~~capital~~wildfires, oftornadoes, ~~Shanxi~~earthquakes, ~~Modern Bilingual School~~flooding, adroughts ~~private~~and ~~non-enterprise~~power ~~entity~~outages, ~~incorporated~~and ~~under~~business ~~the laws of the PRC~~ and ~~Sichuan~~operational ~~Guang’an~~interruption ~~Experimental~~by ~~School, a private non~~man-~~enterprise~~made ~~entity~~problems ~~incorporated~~such ~~under~~as ~~the laws of the PRC. Since its inception~~war, ~~Shanxi~~conflicts ~~Taiji has striven to meet the market demands for kindergarten, primary~~ and ~~secondary~~acts ~~educational needs through the establishment~~ of ~~Shanxi Modern Bilingual School and Sichuan Guang’an Experimental School~~terrorism.

~~After~~● ~~the~~We ~~Transaction,~~may ~~Shanxi~~issue ~~Taiji~~additional ~~also~~equity ~~owns~~or ~~all~~debt ~~the~~securities ~~registered~~in ~~capital of~~ the ~~Investment~~future ~~Company,~~in aorder ~~PRC~~to ~~company,~~raise ~~which~~capital. inAdditional ~~turn~~issuances ~~holds 100%~~ of ~~the~~equity ~~Shanxi~~securities ~~Rising~~would ~~School,~~dilute ~~a private non-enterprise entity incorporated under~~ the ~~PRC~~investment ~~laws,~~of ~~providing~~our ~~kindergarten, primary~~current stockholders and ~~secondary~~could ~~school~~cause ~~education~~the inmarket ~~Jinzhong~~price ~~City,~~of ~~Shanxi~~our ~~Province~~common ofstock ~~the~~to ~~PRC~~decline.

Shanxi Modern Bilingual School - North Campus

Shanxi North Campus was established in 1998 by Shanxi Taiji, approved by the Taiyuan Bureau of Education. The school offers upper-middle and high school in one full-time boarding school. It has a good school learning environment with a campus covering 38 acres and 1.4 million square feet of buildings in Taiyuan City, Shanxi. The school has three academic buildings, an administration building, four student apartment buildings, two cafeterias, six teacher residential buildings, a multi-functional arts gymnasium and a high-standard polyurethane plastic 400-meters circular track field, many standard basketball courts and a large children’s playground.

The school is equipped with:

· audio-visual language teaching facilities;

· multimedia amphitheater;

· modern computer classrooms, which allow us to teach remotely;

· physics, chemistry, and biology laboratories;

· library; and

· reading, art and music rooms

Since its inception, the number of students enrolled in our school has increased steadily over the years from nine students at inception in 1998 to approximately 4,893 enrolled students for the 2012 – 2013 school year. Our capacity at the Shanxi North Campus is approximately 6,000 students. The enrollment structure at the Shanxi North Campus changed for this school year so that the campus now accommodates our senior-middle school and high school students. With the addition of our Shanxi South Campus we have transferred our junior-middle school students and primary school students to the new Shanxi South Campus to divide the grade levels between the two campuses. The two campuses are approximately 15 kilometers apart.

The number of staff at the Shanxi North Campus is 785, all of which are full-time, including 40 individuals in the management and administration, 364 teachers and 381 staff members in support. Currently the school has 4,893 students in approximately 132 classes.

The school has received numerous accolades for excellence in teaching. The Taiyuan Bureau of Education awarded our school its “Special Award” for high school education and teaching quality and "Comprehensive Excellence Award", “Junior Secondary Education Teaching Quality Prize" and the "Excellence Award." Other honors the school has earned over the past few years include the "Taiyuan Excellence High School," and "High School Graduation Exam Prize." The school has also been awarded the "Outstanding Private Middle School in Shanxi Province", "Green School in Shanxi Province," "National Children's Computer Examination Training Points" and "Model School in Information Technology in Shanxi Province," and "National Creative Writing Experimental School."

Shanxi Modern Bilingual School - South Campus (formerly known as Shanxi Rising School, acquired August 31, 2011)

Shanxi South Campus was established in 2002 under the name of Shanxi Rising School. The school offers kindergarten, elementary and junior-middle school in one full-time boarding school. The school has a good learning environment with a campus covering 82 acres and 2.2 million square feet of buildings in Jinzhong City, Shanxi (approximately 15 kilometers south of the Company’s Shanxi North Campus). The teaching, administration and residential buildings are all equipped according to the highest national standard.

The school is equipped with:

· lecture classrooms;

· multimedia classrooms;

· special classrooms for art and music;

· metaphase and nature laboratory;

· computer room;

· arts center;

· network center;

· library and reading room; and

· instrument and equipment store house.

~~Table~~PART ~~of Contents~~I

~~The~~Item ~~number of the school’s existing staff is 794, all of which are full-time, including 32 individuals in the management and administration, 388 teachers and 374 staff members in support~~1. ~~Currently the school has approximately 6,836 students in 138 classes~~Business. ~~The campus has a capacity for 10,000 students.~~

The school has attained encouraging success in the teaching area. In the entrance examination to senior-middle school in 2011, the school was ranked second in more than 200 middle schools in Taiyuan City. Moreover, the school’s students have won numerous awards for academics and arts achievements.Overview

~~Sichuan~~VisitIQ ~~Guang~~Corp., a Nevada corporation, historically invested in early-stage companies that were deemed to have the potential for high growth. VisitIQ Corp.’s main investment is in VisitIQ, LLC, a Delaware limited liability company, which provides an ~~School~~identity intelligence and activation solution for audience data that enables marketing campaign personalization, higher sales conversions, and increased ROI of digital marketing initiatives.

~~Sichuan~~We ~~Guang’an~~have ~~School~~invested ~~was~~nearly ~~established~~$10 inmillion ~~2002~~into the bydevelopment ~~Shanxi~~of ~~Taiji,~~our ~~approved~~Artificial byIntelligence ~~the~~(“AI”)-driven ~~Guang’an~~go-to-market ~~Bureau~~(“GTM”) ~~of Education~~platform. ~~The~~This ~~school~~platform includes ~~was~~solutions ~~originally~~for ~~established~~audience byidentification, ~~the~~enrichment, ~~local~~expansion, ~~government~~attribution asand acampaign ~~high school~~activation, ~~but~~and ~~the~~is ~~Company~~used ~~assumed~~by ~~operational~~marketing agencies, ~~control~~major ~~prior~~brands toand ~~the~~enterprises ~~school~~across ~~opening so that~~ the ~~region~~globe ~~would~~to ~~have~~curb anrising ~~established~~data ~~private~~costs, ~~boarding~~overcome ~~school~~restrictive ~~operator. The~~data ~~school now offers kindergarten~~monopolies, ~~elementary, middle~~ and ~~high~~meet demand ~~school~~for inpersonalization ~~one~~of ~~full-time~~marketing ~~boarding~~content ~~school. It has a good school learning environment with a tree-lined campus covering 23 acres~~ and ~~750,000~~messaging ~~square~~across ~~feet~~marketing ~~of buildings in Guang’an, Sichuan~~channels. We ~~have two academic buildings~~VisitIQ, anLLC’s ~~administrative~~primary ~~building,~~focus ~~four~~going forward ~~student~~will ~~apartments,~~be ~~four~~on ~~teacher~~continued ~~apartment~~development ~~buildings,~~of ~~two~~its ~~cafeterias,~~intelligence anand ~~audio-visual~~targeting ~~technology building (also for the library)~~platform, aand ~~large-scale~~uncovering ~~indoor~~new ~~sports~~ways ~~center,~~to aincorporate ~~high~~AI-~~standard~~driven efficiencies ~~polyurethane~~into ~~plastic~~the ~~400-meters~~marketing ~~circular track field,~~ and ~~many~~sales ~~standard basketball courts and a large children’s playground~~workflow. ~~All school equipment meets provincial-level high school’s standards.~~

~~The~~Marketing ~~school~~teams isare ~~equipped~~seeing ~~with:~~the modern GTM landscape shift under their feet. AI-driven search experiences have collapsed organic visibility across the internet. Zero-click search has removed the very behavior marketing teams previously relied upon to generate inbound demand. Paid acquisition costs continue to rise as platforms consolidate inventory and shrink signal availability. Most website visitors remain anonymous, most campaigns waste marketing dollars on the wrong audiences, and most brands have no practical way to understand who has visited their website, what they want, or whether they are actively in a buying cycle.

·VisitIQ ~~modern~~solves ~~art~~this ~~rooms;~~problem by delivering a unified, AI-driven targeting platform that sits across the entire GTM stack—continuously enriching data, clarifying ICPs, identifying high-intent prospects and delivering audiences directly into the execution tools companies already use to run their GTM efforts.

·VisitIQ’s ~~science~~AI ~~labs~~models, identity assets, and automation logic enable the platform to generate high-precision audiences in real time. Our AI models support ICP generation, lookalike matching, behavioral prediction, and the vectorization of signals tied to movement, intent and lifestyle attributes. These models draw from a combination of customer-supplied inputs, VisitIQ-curated datasets, and partner signals, giving the platform matching and scoring capabilities that extend well beyond traditional marketing tools. Collectively, these models, identity frameworks, and data-processing methods form the technical foundation of the VisitIQ platform.

~~· multimedia network classroom~~7

·The aVisitIQ ~~language lab;~~Platform

·VisitIQ is built to plug directly into the demand generation and campaign execution workflows already used by companies. Our platform analyzes external behavioral signals alongside a ~~high~~brand’s ~~specification~~own ~~amphitheater;~~customer and prospect data, surfaces salient patterns and generates conversion-ready audiences that can be activated in minutes. The outcome is simple and deliberate: marketers run more precise, higher-converting campaigns without adding extra software, manual list work or operational overhead. By replacing guesswork with real-time targeting intelligence, VisitIQ improves match rates, lowers customer acquisition costs, and increases the return on every marketing dollar spent.

·The ~~music,~~VisitIQ ~~dance~~AI ~~and , piano rooms;~~Story

·AI ~~400~~drives ~~meters~~every ~~circular~~major ~~track~~function of VisitIQ. At the core of the product is an AI-based search and ~~field;~~identification engine that analyzes customer data, website behavior and market signals to determine who a company’s real buyers are and how those buyers behave across digital and physical environments. Instead of relying on static filters or prebuilt segments, VisitIQ evaluates live data to surface the patterns that actually define a brand’s ICP.

·The ~~basketball~~platform’s ~~courts~~machine-learning models process customer, ~~volleyball~~prospect ~~courts~~and visitor data at scale to rank audiences based on similarity to high-value segments and ~~badminton~~their ~~courts~~likelihood to engage or convert. Movement patterns, device activity, browsing behavior, and engagement signals are converted into vectorized representations that the system can search, combine, and score. This gives VisitIQ the ability to identify intent, lifestyle indicators, location-based tendencies, and cross-platform interactions with a level of specificity that traditional marketing systems cannot match.

~~The~~Marketers ~~number~~interact ofwith ~~the~~these ~~school’s~~capabilities through ~~existing~~a ~~staff~~natural-language isinterface ~~240,~~that ~~all~~allows them to “talk” to their targeting platform. Instead of ~~which~~building ~~are~~SQL queries ~~full-time,~~or ~~including~~relying 15on ~~individuals~~technical inteams, users can ask the ~~management~~platform ~~and~~to ~~administration~~identify an ICP, ~~115~~find ~~teachers~~more ~~and~~people ~~110~~like ~~staff~~a ~~members~~specific segment, show who is demonstrating buying intent, or create a geo-filtered audience in ~~support~~plain language. ~~Currently~~The result is an AI-driven workflow that removes complexity from the ~~school~~targeting ~~has~~process ~~approximately~~while ~~2,855~~giving ~~students~~marketing inteams 63direct ~~classes~~access to the intelligence they need to run more precise campaigns.

~~The~~AI-Driven ~~Sichuan~~Audience Guang’an School has consistently ranked as the number one school in the region for the rate of college entrance of students. The students of Sichuan Guang’an School have won numerous awards for academics and art achievement at the nationalTargeting, ~~provincial,~~Core Targeting ~~municipal~~Capabilities ~~level, as well as other types of competitions. The school has won awards for college entrance exam scores~~ and education quality from the local and provincial government including “College Entrance Examination Growth Award", awarded by the National Education Ministry; "Key Lessons Experimental School", and named "Huaying Private Education Advanced High School”, first prize in the quality of education. The school is the only local school employing qualified foreign teachers, and it is the region’s first large-scale private education school.Workflows

~~All~~Marketers have always struggled to reach the right audiences, and, with the decline in organic search traffic due to the emergence of ~~our~~AI-powered ~~schools~~search, ~~feature~~that ~~expert~~task ~~administration~~has become increasingly challenging. The core of VisitIQ is an AI-driven targeting platform that replaces guesswork with clarity. Instead of relying on static personas, ~~excellent~~outdated ~~teaching~~CRM ~~team~~records, ~~small~~or ~~class~~broad ~~sizes~~demographic filters, ~~bilingual~~VisitIQ ~~education~~analyzes real behavior, real identity, real intent, and areal ~~modern~~movement ~~learning~~patterns ~~environment~~to surface the audiences that are most likely to convert. Features of VisitIQ’s targeting platform include:

~~Competition~~● Identity Resolution & Visitor Identification. VisitIQ transforms anonymous website traffic into known contacts using privacy-compliant identity resolution. Browsing activity, device signals and third-party attributes are stitched into enriched profiles that marketers can immediately use in paid, email and CRM campaigns.

~~The~~● ~~PRC~~ICP ~~education industry is highly competitive~~Builder. ~~Competition~~VisitIQ’s ~~among educational institutions is primarily~~ AI-driven byICP ~~location,~~Builder ~~courses,~~tool ~~research~~analyzes ~~capability~~hundreds ~~and~~of ~~reputation.~~customer Inattributes ~~all~~to ofdefine the ~~geographical~~traits ~~areas~~shared inby ~~which~~a wecompany’s ~~operate~~highest-value orcustomers ~~expect~~and towebsite ~~operate~~visitors, ~~there~~replacing ~~are~~manual ~~other~~research ~~educational institutions, training centers~~ and ~~other~~static ~~education~~personas ~~providers,~~with ~~which~~high-value ~~provide~~ICPs ~~services comparable to those~~ that weare ~~offer~~updated ~~or expect to offer. Competition between PRC educational institutions has intensified~~ in ~~recent~~real ~~years~~time ~~due to the increase in private educational institutions~~ and ~~extra-curricular~~automatically ~~training~~finding ~~centers~~new ~~that~~prospects ~~allow~~whose ~~students~~attributes tomirror ~~choose~~those ~~the~~of ~~educational institutions and courses they would like to attend~~ICPs.

7● Buyer Intent Intelligence (PulseIQ). The platform’s PulseIQ feature analyzes billions of behavioral signals across 50 categories and more than 40,000 topics to identify buyers actively researching relevant topics, allowing marketers to leverage real-time intent signals to prioritize outreach to prospects most likely to convert.

~~Table of Contents~~8

In● ~~general,~~Geo-Targeting ~~educational~~(GeoIQ). ~~institutions~~The ~~compete~~GeoIQ ~~within~~feature ~~the~~uses ~~communities~~offline ~~they~~movement ~~serve~~signals ~~based~~to onidentify ~~the~~where ~~teaching~~prospects ~~quality and specialty of the teachers~~live, ~~enrollment rate~~work, ~~reputation~~shop, ~~the physical condition of their facilities~~ and ~~teaching~~travel, ~~equipment.~~unlocking Wehyper-local ~~strive~~campaigns tothat ~~distinguish~~combine ~~the~~digital ~~educational institutions we operate based on the quality provided~~ and ~~our~~physical ~~ability to attract and retain teachers with varied specialties~~behavior. ~~We strive to maintain and improve the level of enrollment and to provide quality facilities and teaching services.~~

~~Our~~● ~~schools~~Activation ~~emphasize the bilingual education model~~Engine. WeOur ~~integrate~~Activation ~~English~~Engine ~~teaching~~pushes ~~across~~every ~~our~~audience, ~~entire~~instantly ~~curriculum~~ and ~~integrate~~automatically, itdirectly into the ~~students’~~channels ~~daily~~GTM ~~lives.~~teams Wealready ~~maintain~~use awith ~~staff~~no offiles, ~~foreign~~lists, ~~teachers~~exports, toor ~~teach~~operational ~~not~~overhead ~~only language skills but also cultural skills~~required. ~~Our~~ ~~teachers~~Audiences ~~and~~can ~~staff~~be ~~are~~pushed ~~well-paid~~instantly ~~with~~into anmajor ~~average~~advertising ~~age~~platforms ~~of 35~~(e.g., ~~Over~~LinkedIn, ~~80%~~Meta, ofGoogle, ~~our~~X ~~teachers~~and ~~are national~~TikTok), ~~provincial~~CRM systems, ~~municipal~~ and ~~district~~marketing ~~subject~~automation ~~leaders~~tools (e.g., ~~the~~HubSpot, ~~backbone~~Marketo ofand ~~teaching~~MailChimp). inVisitIQ ~~the~~also ~~PRC~~supports -traditional ~~considered~~channels ~~teaching~~including ~~experts~~direct mail.

WeOne-click ~~face~~activation ~~competition~~of ~~from domestic and international education service providers that are seeking~~ campaigns to ~~acquire~~channels ~~and~~GTM ~~operate~~teams ~~educational~~use ~~institutions~~most inallows the ~~PRC. We~~deployment ~~expect competition for attractive opportunities to intensify because~~ of ~~the~~marketing ~~continued~~campaigns ~~privatization~~within ofminutes, ~~the~~not ~~education~~days, ~~industry in the PRC~~ and ~~the~~eliminates ~~difficulty in setting up new educational institutions in~~ the ~~PRC,~~need ~~which~~for campaign ~~requires~~activation ~~approval~~teams ~~from the local Bureau of Education~~ or ~~the~~technical ~~Ministry of Education of the PRC~~support. ~~Other~~Our ~~competitors,~~platform ~~such~~also assupports ~~high-end~~activation ~~standalone,~~directly ~~private~~into ~~educational~~major ~~institutions~~programmatic ecosystems and ~~training~~DSPs. ~~centers~~By ~~that~~feeding ~~cater~~these toDSPs ~~high~~real identity-~~income~~backed ~~consumers~~audiences—ICPs, ~~and~~lookalikes, ~~foreign~~intent ~~expatriates~~segments, ~~have emerged primarily as a result of the increasing affluence of the Chinese population. These standalone private educational institutions~~ and ~~training~~geo-defined ~~centers~~cohorts—VisitIQ dramatically ~~are~~improves ~~managed~~their bybidding ~~both~~efficiency ~~foreign~~ and ~~domestic~~reduces ~~high~~wasted ~~school, college and university operators~~spending.

~~Government~~Instead ~~Approvals~~of relying on broad third-party segments or probabilistic targeting, these VisitIQ programmatic partners receive precise, high-intent audiences that originate from actual behavior and ~~Regulations~~verified identity. This allows brands to run smarter open-web campaigns, execute CTV marketing and display buys with greater accuracy, and unify targeting across all channels while keeping programmatic activation inside the same seamless workflow.

~~General~~GTM ~~Regulatory~~Acceleration ~~Environment~~& Campaign Execution

~~The~~VisitIQ ~~PRC’s~~gives ~~education~~marketers ~~industry~~insight isbefore marketing ~~regulated~~dollars byare ~~various government agencies~~committed, ~~mainly~~allowing ~~including~~them ~~the Ministry of Education (the “MOE”). The MOE has branch offices across the PRC~~ to ~~oversee~~launch ~~the~~faster, ~~education~~target ~~industry~~more atprecisely ~~the provincial, municipal~~ and ~~county~~focus ~~levels,~~investment ~~which~~on ~~together with~~ the ~~MOE~~audiences wemost likely ~~refer~~ to ~~as the Education Authorities~~convert. ~~These~~It ~~Education~~improves ~~Authorities,~~GTM ~~together~~execution ~~with~~by other relevant government agencies, such as the Ministry of Civil Affairs (“MCA”) and Ministry of Labor and Social Security have promulgated rules and regulations relating to the establishment, licensing and operation of educational institutions, the licensing, administration and management of educational staff and the taxation of educational services and incomes.through:

~~Operation~~● Increasing Speed to Market. Identification and activation of ~~Private~~high-intent ~~Schools~~audiences earlier than competitors.

~~Level~~● ROI Maximization. Prioritization of ~~Approval~~segments showing the strongest buying signals.

~~Pursuant~~● toCreative the Law of the People’s Republic of China on Promotion of Private Education promulgated by the Standing Committee of the Ninth National People’s Congress of the PRC which became effective on September 1, 2003, and the Implementation Rules to the Law of the People’s Republic of China on Promotion of Private Education issued by the State Council which became effective on April 1, 2004, each private school must obtain a private funded school education permit from the relevant education authority in order to conduct business as an education service providerOptimization. ~~Private~~Adjustment schools providing certifications, pre-school education, education for self-study aid and other academic education shall be subject to approval by the Education Authorities. The Education Authorities under the local people’s governments at or above the county level shall be responsible for the work relating to private schools of ~~academic~~messaging ~~education~~ in ~~their~~real ~~own~~time ~~administrative~~based ~~region.~~on ~~The~~behavioral administrative departments for labor and social security and the relevant departments under the local people’s governments at or above the county level shall respectively be responsible for the work relating to private schools of non-academic education which means occupational qualification training and occupational skill training within the scope of their dutiesfeedback. For degree education, (i) establishment of colleges is preliminarily examined by education authorities at the provincial level, and then is examined and approved by the government of the provincial level; (ii) establishment of universities for bachelor or higher degrees is preliminarily examined by education authorities of the provincial level, and then is examined and approved by MOE; (iii) establishment of senior high schools, vocational middle schools and technical secondary schools is preliminarily examined by Education Authorities of the county level, and then is examined and approved by educational authorities of the municipal level and shall be delivered to the government of the municipal level and educational authorities of the provincial level for reference; (iv) establishment of junior middle schools and primary schools is examined and approved by Education Authorities of the county level and shall be delivered to Education Authorities of the municipal level for reference. A duly approved private school will be granted a permit for operating a private school, and shall be registered with the MCA or its local counterparts as a privately run non-enterprise institution. Each of our schools has obtained the permit for operating a private school and has been registered with the relevant local counterpart of the MCA.

8● Advanced Retargeting. Movement beyond pixel-only retargeting with enriched identity and context.

~~Table~~● Journey Mapping. Understanding of ~~Contents~~visitor navigation and score engagement patterns.

~~Expansion~~● ofReduced ~~Business~~Customer Acquisition Cost. Focusing spending on the audiences most likely to convert.

~~Pursuant~~● ~~to the Implementation Rules to the Law of the People’s Republic of China on Promotion of Private Education issued by the State Council in 2004, private schools and government~~Territory-~~run~~Level ~~schools shall share equal legal status, and the State safeguards the autonomy of the private schools~~Targeting. ~~The~~Equipping ~~State~~regional ~~protects~~teams ~~the~~with ~~lawful rights and interests of the sponsors~~live, principals, teachers and staff members of private schools. Prospectors and advertisements of private schools shall be approved by relevant examination and approval authorities. Upon the approval of its prospectors and advertisements, the private school enjoys its independent right of recruiting students and enjoys the equal recruiting right as governmenthigh-~~run~~intent ~~schools~~account ~~of the same kind~~lists. The private schools may make plans on the scope, standard and method of recruiting students independently. Private schools shall abide by the relevant regulations with respect to recruiting college-level or above students. In addition, operation of a private school is highly regulated. For example, the types and amounts of fees charged by a private school providing certifications shall be approved by the governmental pricing authority and be publicly disclosed. Thus, for a private school to expand its business, it has some discretionary power, but it must abide by a procedure under which, any increase in recruitment of students or increase in fees must be approved in advance by the relevant authorities.

~~Levels~~AI ~~and~~Targeting ~~Grades~~Platform of(Stack ~~schools~~Integration Layer)

~~Subject~~At to the ~~Education~~core ~~Law~~ of ~~the~~VisitIQ ~~People’s~~is ~~Republic~~an ofAI ~~China~~targeting platform ~~issued~~designed byto ~~the~~sit ~~eighth~~across ~~National~~the ~~People’s~~entire ~~Congress~~GTM instack ~~1995,~~and ~~schools~~unify of the ~~basic~~signals ~~education~~companies ~~system~~generate ~~are~~across ~~divided~~their ~~into~~customer-facing ~~four levels including infant school education, primary education, secondary education and higher education~~systems. The ~~Accordingly,~~platform ~~based~~ingests ondata ~~the~~from ~~four~~CRM ~~levels~~systems, ~~there~~ad ~~are the following kinds of schools: nursery school~~platforms, ~~primary school~~websites, ~~junior~~mobile ~~middle school~~apps, ~~senior~~offline ~~high~~movement ~~school,~~sources and ~~university.~~partner ~~Nursery school~~datasets, then ~~primary~~normalizes ~~school~~ and ~~junior~~stitches ~~middle~~those ~~school~~signals ~~represent~~into ~~compulsory~~a ~~education.~~continuously ~~With~~improving ~~respect~~identity ~~to universities, there are several kinds of college degrees: bachelor degree, master degree and doctorate degree~~record. ~~And~~Every ~~for~~contact ~~different levels of private schools, there are different approval authorities. The State Council~~ and ~~all~~account ~~local~~is ~~people’s government at different levels shall supervise and manage the educational work according to the principle of management by different levels and division of labor~~ enriched with individual responsibility. Secondary and lower education shall be managed by the local people’s government under the leadership of the State Council. Higher education shall be managed by the State Council and the people’s government of the provincedemographic, ~~autonomous region or municipality directly under the central government. Besides the basic education system~~firmographic, ~~the state adopts a vocational education system and an adult education system. The people’s government at different levels~~technographic, ~~relevant administrative departments~~behavioral, ~~enterprises~~intent and ~~institutions~~geo-specific ~~shall adopt measures to develop and ensure for citizens vocational school education or vocational training in various forms. Meanwhile~~attributes, nocreating ~~organization or individual may establish or operate~~ a ~~school~~dynamic orprofile ~~any~~that updates ~~other~~automatically ~~institution~~as ofnew ~~education~~information ~~for~~appears ~~profit-making~~anywhere ~~purposes. However, private schools may be operated for “reasonable returns,” as described~~ in ~~more~~the ~~detail~~GTM ~~below~~ecosystem.

~~School~~This ~~Privatization~~unified data layer enables more precise orchestration across marketing, sales and customer-facing teams. VisitIQ can trigger outbound sequences, paid media activation, ABM workflows and personalized messaging when predefined thresholds are met—such as spikes in intent, geo-based movements, or multi-session website engagement. Because all GTM operations receive the same real-time targeting intelligence, companies can coordinate programs more efficiently, eliminate conflicting data sources and reduce the operational overhead normally required to synchronized multiple platforms. The result is a single, AI-driven foundation that improves the accuracy, speed and effectiveness of every downstream system that relies on customer and prospect data.

Although no definitive regulation has been promulgated with respect to the privatization of government-run schools, the PRC government has announced a series of regulations and policies to encourage private schools and Sino-foreign-run schools. The Standing Committee of the Ninth National People’s Congress issued Law of the People’s Republic of China on Promotion of Private Schools to encourage social funds to invest in the education industry in 2002. To implement the above law, the State Council issued the Implementation Rules to the Law of the People’s Republic of China on Promotion of Private Schools in 2004. In order to encourage foreign funds to invest in the PRC education industry and strengthen international exchange and cooperation in the field of education, the State Council also issued Regulations of the People’s Republic of China on Chinese-Foreign Schools in 2003. National Development and Reform Commission and Ministry of Commerce jointly modified Catalogue of Foreign Investment Industries in 2007, in which there are encouraged education industry, restricted education industry and prohibited education industry. The encouraged education industry is a higher-degree educational institution (only limited to joint venture or cooperative), the restricted education industry is a common senior high school education mechanism (only limited to joint venture or cooperative) and the prohibited education industry is a compulsory education and military, police, political and other kinds of education that are of a special nature in the PRC.9

~~Special~~Data ~~tax~~Control ~~rules~~& ~~applicable to preferential tax treatment and non-preferential tax treatment for privately-run schools~~Governance

~~Private~~VisitIQ ~~schools~~is ~~are~~designed ~~divided~~to ~~into~~deliver ~~three~~precise targeting ~~categories:~~while ~~private~~maintaining ~~schools~~the ~~established~~controls ~~with~~marketers ~~donated~~need ~~funds;~~to ~~private~~protect ~~schools~~brand ~~that~~integrity ~~require~~and ~~reasonable~~avoid ~~returns~~inappropriate outreach. The platform automatically suppresses inactive, out-of-market, or geographically irrelevant contacts to prevent wasted spending and ~~private~~ensure ~~schools~~campaigns remain ~~that~~aligned dowith ~~not~~audience ~~require~~expectations. ~~reasonable~~All ~~returns~~audience generation operates under the same standards companies apply to their first-party data, so marketers can scale execution without introducing new risks.

The ~~Law~~platform ofuses ~~the~~privacy-compliant ~~People’s~~enrichment methods ~~Republic~~and ofavoids ~~China~~cookie-based ontracking, ~~Promotion~~ensuring ~~of Private Schools prescribes principally~~ that private schools enjoy the preferential tax treatment polices regulated by the State. And the Implementation Rules to the Law of the People’s Republic of China on Promotion of Private Schools prescribes furtheridentity, ~~that~~behavioral ~~the private schools established by donation~~ and ~~the private schools whose investors do not ask for reasonable rewards of investment may enjoy the same preferential tax and other preferential treatments as the government~~geo-~~run~~based ~~schools.~~signals ~~And for private schools whose investors ask for reasonable rewards of investment, its preferential tax treatment policies~~ are ~~jointly~~handled ~~formulated~~within byframeworks that ~~the~~respect ~~finance department~~consent, ~~tax~~evolving ~~department~~global norms and ~~other~~applicable ~~related~~privacy ~~administrative~~laws. ~~departments~~Rather ofthan ~~the~~requiring ~~State~~customers ~~Council.~~to Toredesign ~~date,~~their ~~however~~workflows, VisitIQ noautomatically ~~regulations~~adapts ~~have~~its ~~been~~targeting ~~promulgated~~logic byto ~~the~~changing ~~relevant~~data-usage ~~authorities in this regard~~standards.

9VisitIQ also includes enterprise-grade governance features such as access permissions, suppression management, and audit logging. These controls give marketing, compliance, and information-security teams clear visibility into how data is being used and how audiences are being modified. The result is a targeting system that enhances precision and performance while maintaining the safeguards necessary for responsible, brand-safe campaign execution.

~~Table of Contents~~Workflows

~~Notwithstanding~~VisitIQ ~~whether~~fits adirectly ~~school~~into isthe ~~state~~workflows most ormarketers ~~privately-owned,~~already ~~the~~use. ~~preferential~~The ~~local~~platform ~~tax~~ingests ~~treatments~~data ~~include:~~from ~~business~~any ~~tax~~source—e.g., ~~urban~~CRM ~~maintenance~~records, ~~and~~website ~~construction tax~~traffic, ~~extra~~customer ~~charges~~lists, e-commerce ~~for~~activity—and ~~education,~~standardizes ~~enterprise~~it ~~income~~automatically. ~~tax~~Once loaded, ~~house~~VisitIQ ~~property~~resolves ~~tax,~~anonymous ~~deed~~visitors ~~tax,~~and ~~land-use~~enriches ~~tax~~each record with hundreds of ~~cities~~demographic, firmographic, behavioral and ~~towns~~geo-based attributes, ~~stamp~~turning ~~tax~~partial or anonymous inputs into complete, ~~etc~~marketable profiles.

1.As ~~With~~enriched ~~respect~~records toaccumulate, VisitIQ identifies the ~~business~~patterns ~~tax~~ and ~~enterprise~~traits ~~income~~that ~~tax:~~define ~~(i) the proceeds from educational services provided by~~ a ~~degree~~company’s ~~educational~~true ~~school will be exempted from business tax; (ii) the proceeds from students working during school term will be exempted from business tax; (iii) the proceeds from technology development~~ICP, ~~technology~~and ~~transfer~~then orexpands ~~relevant technological consultant or services provided by school will be exempted from business tax; (iv)~~ the ~~proceeds~~audience ~~from caring services provided~~ by afinding ~~kindergarten~~additional prospects orwho ~~nursing~~mirror ~~school~~high-value ~~will~~customers. beMarketers ~~exempted~~can ~~from~~refine ~~business~~these ~~tax;~~audiences ~~(v) the proceeds from~~ further~~-study~~ ~~classes~~using ~~or training classes held by a government~~real-~~run~~time ~~preliminary~~intent ~~school,~~signals ~~secondary~~and ~~school or higher school (not including subordinate enterprises) will be exempted from business tax; (vi) the proceeds from the operation of an enterprise owned wholly by a government~~geo-~~run~~location intelligence ~~vocational~~to ~~school~~surface ~~will~~prospects beactively ~~exempted from business tax~~researching, ~~and~~visiting ~~for~~key ~~the proceeds from the operation of an enterprise owned by a privately-run vocational school~~locations, ~~the business tax is not exempted; (vii) donation to education careers from a taxpayer contributed through non-profit social entities~~ or ~~state~~exhibiting ~~organs~~high ~~will~~purchase be exempted from income tax; (viii) the proceeds from an educational institution in accordance with regulations of non-profit income under Enterprise Income Tax Law will be exempted from income tax; and (ix) individual income tax derived from interest of savings deposit of education will be exemptedreadiness.

2.When ~~With~~audiences ~~respect~~are ~~to the house property tax~~ready, ~~land-use~~VisitIQ ~~tax~~activates them ofinstantly ~~cities~~across ~~and~~paid ~~towns~~media platforms, ~~stamp~~email ~~tax: (i) house or land of all kinds of schools~~systems, ~~kindergartens~~CRM ortools ~~nursing~~and ~~schools~~traditional ~~invested~~channels—eliminating bythe ~~state~~manual orlist work ~~enterprises~~and ~~will~~operational bedelays ~~exempted~~that ~~from~~normally ~~house~~slow ~~property~~campaign ~~tax~~execution. orThe ~~land-use~~result ~~tax;~~is ~~and~~a ~~(ii) the~~streamlined ~~writing~~workflow ~~papers~~that ~~signed~~moves byfrom ~~property~~raw ~~owners~~ data to ~~denote~~live ~~the~~campaigns ~~property~~with tofar ~~schools~~less ~~will be exempted from stamp tax~~friction.

~~3. With respect to farm land occupation tax: the farm land approved for schools or nursing schools will be exempted from farm land occupation tax.~~10

~~Restrictions~~The onVisitIQ ~~Foreign~~Workflow ~~Ownership~~and Marketecture

~~The~~Our ~~PRC~~Market has been gradually relaxing the restrictions on domestic private investment in private schools since 1978. From 1978-1992, the development of private schools was in an early stage; from 1992-1997, the development of private schools was in a fast-development stage; and since 1997, the development of private schools have been in a regulatory development stage. The private school system has become an important and necessary part of the PRC education system. In 2003, the State Council promulgated the Regulations of the People’s Republic of China on Operating Chinese-Foreign Schools, and MOE issued the Implementing Rules for the Regulations on Operating Chinese-foreign Schools, or the Implementing Rules, which encourage substantive cooperation between overseas educational organizations with relevant qualifications and experience in providing high-quality education and PRC educational organizations to jointly operate various types of schools in the PRC, with such cooperation in the areas of higher education and occupational education being encouraged. Chinese-foreign cooperative schools are not permitted, however, to engage in compulsory education and military, police, political and other kinds of education that are of a special nature in the PRC.Opportunity

~~The~~Estimates establishment of a Chinese-foreign joint venture educational institution in the PRC requires approvals from different levels of government, which are difficult to obtain. An application for establishing a Chinese-foreign cooperatively-run school offering higher education for academic qualifications at or above the regular university education shall be subject to examination and ~~approval of~~ the ~~MOE;~~market ~~an application for establishing a Chinese- foreign cooperatively-run school offering specialized higher education or higher education for non-academic qualifications shall be subject to examination~~ and ~~approval~~industry ofinformation ~~the~~provided ~~people’s~~below ~~government~~have ofbeen ~~the~~derived ~~province,~~from ~~autonomous~~multiple ~~region~~public sources oraccumulated ~~municipality~~by ~~directly under the Central Government where the proposed school is to be located~~management. AnFor ~~application~~more ~~for establishing a Chinese-foreign cooperatively-run school offering secondary education for academic qualifications~~information, ~~programs~~see of“Market ~~tutoring self-taught students for examinations, programs offering supplementary teaching of school courses~~ and ~~pre-school~~Industry ~~education~~Data” ~~shall~~at ~~be subject to examination and approval of~~ the ~~education~~beginning ~~administrative department~~ of this ~~the~~Annual ~~people’s government of the province, autonomous region or municipality directly under the Central Government where the proposed school is to be located~~Report. An application for establishing a Chinese-foreign cooperatively-run school offering vocational technical training shall be subject to examination and approval of the labor administrative department of the people’s government of the province, autonomous region or municipality directly under the Central Government where the proposed school is to be located.

~~All~~VisitIQ ofis the ~~equity~~intelligence ~~interests~~layer inthat sits ~~Taiyuan~~upstream ~~Taiji are owned by KL directly. Taiyuan Taiji owns 95%~~ of ~~the~~CDPs ~~equity~~Marketing ~~interests~~Automation in(MA) ~~Shanxi~~tools ~~Taiji~~and ~~directly.~~Demand ~~All~~Side ofPlatforms ~~the~~(DSPs)—turning ~~registered~~real-world ~~capital~~behavior ~~of Shanxi North Campus~~ and ~~Sichuan~~buying signals ~~Guang’an~~into ~~School~~highly ~~are~~targeted, ~~owned~~identity-backed byaudiences ~~Shanxi~~that ~~Taiji.~~can ~~All~~be ofactivated ~~the~~immediately ~~registered~~across ~~capital~~any ofgo-to-market ~~the Shanxi South Campus are owned by the Investment Company, which is 100% owned by Shanxi Taiji~~stack.

~~Licensing~~As ~~Requirements~~organic search traffic weakens and targeting constraints increase, marketers need reliable ways to find net-new buyers and launch targeted campaigns faster, without depending on first-party data. And VisitIQ is that solution.

~~Each~~Market ~~educational~~Disruption ~~institution~~& in the PRC is required to obtain a private funded school education permit (a “Education Permit”), from the relevant local Education Authority. To obtain an Education Permit, a private school must submit an application to its relevant Education Authority to demonstrate that it (i) has obtained a permit for setting up the educational institution from the relevant Educational Authority; (ii) is in compliance with certain basic operational standards for a legal person pursuant to the PRC Company Law; (iii) is in proper corporate form with proper name, organizational structure and premises; (iv) has adequate funds and meets certain minimum facility and personnel requirements promulgated by MOE; (v) has proper bylaws; and (vi) is capable of bearing civil liabilities independently. In addition, private schools are permitted to conduct only those business activities within the approved business scope established by the relevant Education Authority.Timing

10Three simultaneous shifts in the go-to-market landscape are breaking legacy targeting, and forcing brands to find new, scalable sources of audience and demand.

~~Table~~1. ofAI ~~Contents~~Search Decimating Organic Traffic (NOW)

We● ~~have~~Gartner, ~~regulatory~~Inc. ~~approvals~~predicts ~~from~~50% ~~the~~reduction ~~education commissions~~ in ~~the~~organic ~~Shanxi~~search ~~and~~traffic Sichuan Provinces (which have the authority to issue and regulate education permits) which constitute the requisite private funded school education permits for the establishment of private schools in price bureau of the provinces, approvals for charging fees from local pricing regulatory authorities and all of the necessary permits, registrations, licenses and/or approvals required by ~~the local government authority to operate.~~2026

~~Organizations~~● ~~and~~Google ~~Activities~~AI ofOverviews ~~Private~~+ ~~Schools~~ChatGPT Search eliminating website visits

~~According~~● toBrands ~~the~~need ~~Law~~alternative ofaudience ~~the~~sources ~~People’s Republic of China on Promotion of Private schools, a private school shall set up an executive council, a board of directors or other forms of decision-making bodies of the school.~~immediately

~~The executive council or the board of directors of the school shall be composed of the sponsors or their representatives, the principal, and the representatives of the teachers and staff members~~2. ~~More than one~~Third-~~third~~Party ofCookie ~~the~~Deprecation council members or directors shall, at least, have five years’ education or teaching experience each. The executive council or the board of directors of the school shall be composed of not less than five persons, with one of them serving as chairman of the council or board. The list of the names of the chairman and members of the council or the chairman of the board and directors shall be submitted to the examination and approval authority for the record.(2024-2025)

~~The~~● ~~executive~~$300B+ ~~council~~cookie-dependent orad ~~the~~spend ~~board~~needs ofnew ~~directors~~targeting of a school shall exercise the following functions and powers: (i) to appoint and dismiss the principal; (ii) to amend the articles of association of the school and formulate rules and regulations of the school; (iii) to make development plans and approve annual work plans; (iv) to raise funds for running the school, and examine and verify the budgets and final accounts; (v) to decide on the size and the wage standards of the teachers and staff members; (vi) to decide on the division, merging and termination of the school; and (vii) to decide on other important matters.methods

~~The~~● ~~chairman~~Privacy ofregulations ~~the~~accelerating ~~executive~~shift ~~council or the board of directors or the principal of a private school shall serve as the legal representative of the school. A private school shall, in reference~~ to ~~the qualifications for the principal of a government~~behavioral/first-~~run~~party school of the same grade and category, appoint its principal, and the age limit may appropriately be extended both ways, and the appointment shall be reported to the examination and approval authority for verification and approval.data

~~The~~3. principal of a private school shall be in charge of education, teaching and administration of the school, and exercise the following functions and powers: (i) to carry out the decisions made by the executive council, board of directors or any other form of decisionFirst-~~making~~Party ~~body;~~Data (ii) to put into execution the development plans, draw up the annual work plans and financial budgets, and formulate the rules and regulations of the school; (iii) to appoint and dismiss staff members of the school, and give rewards and impose punishments; (iv) to make arrangements for education, teaching and scientific research and ensure the quality of education and teaching; (v) to be responsible for the daily work of school administration; and (vi) other powers delegated by the executive council, the board of directors or any other form of decision-making body of the school.Gap

A● ~~private~~CDPs ~~school~~only ~~may,~~cover onexisting the basis of relevant classifications, the length of schooling and academic performance and in accordance with the relevant regulations of the State, issue academic credentials, certificates for completing a course or qualification certificates of training to the students it enrolls. Students who receive training in vocational skills may be awarded vocational qualification certificates of the State when they are considered qualified by the vocational skills appraisal authority approved by the State. A private school shall, in accordance with law, ensure that the teachers and staff members participate in democratic management and supervision through the representative assembly of the teachers and staff members with the teachers as the main body, or through other forms. Teachers and staff members of a private school shall, in accordance with the Trade Union Law, have the right to form trade union organizations to protect their lawful rights and interests.customers

We● ~~believe~~Market ~~that~~needs ~~Shanxi~~behavioral ~~North~~intelligence ~~Campus,~~on ~~Shanxi~~prospective ~~South Campus and Sichuan Guang’an School currently operate in compliance with the relevant regulations.~~customers

~~Ownership~~Competitive ~~of Foreign Entities by PRC Residents~~Position

~~The~~VisitIQ’s ~~PRC~~competitive ~~State~~position ~~Administration~~comes from ofbeing ~~Foreign Exchange, or SAFE, issued a public notice, or~~ the ~~SAFE~~upstream ~~Notice,~~intelligence inlayer ~~October~~that ~~2005~~converts ~~regarding~~real-world ~~the~~behavior ~~use~~into ~~of special purpose vehicles~~identity-backed, oractivation-ready ~~SPVs,~~audiences ~~by PRC residents seeking offshore financing to fund investments in~~ across the ~~PRC.~~GTM ~~The SAFE Notice requires PRC residents to register with and receive approvals from SAFE in connection with offshore investment activities~~stack. The SAFE Notice provides that each PRC resident who is an ultimate controller of the offshore company must complete the prescribed registration procedure with the relevant local branch of SAFE prior to establishing or assuming control of an offshore company for the purpose of transferring to that offshore company assets of or equity interest in a PRC enterprise.

11VisitIQ’s Unique Moat:

~~Table~~● ofUp ~~Contents~~to 15 billion daily behavioral signals (not reliant on website traffic)

~~The~~● notice applies retroactively. As a result, PRC residents who have established or acquired control of these SPVs that have made onshore investments in the PRC were required to complete the relevant overseas investment foreign exchange registration procedures by March 31, 2006. These PRC residents must also amend the registration with the relevant SAFE branch in the following circumstances: (i) the PRC residents have completed the injection of equity investment or assets of a domestic company into the SPV; (ii) the overseas funding of the SPV has been completed; or (iii) there is a material change in the capital of the SPV. If we are deemed an SPV under the SAFE Notice, we would be required to comply with the approval and registration requirements under the SAFE Notice. As of date of this report, our PRC shareholders have not registered their ownership interests in us with SAFE because our PRC shareholders believe that the SAFE Notice is not applicable to them. In the event SAFE holds a different view from that of our shareholders, failure of our PRC shareholders to comply with these registration requirements may subject them to fines or legal sanctions or limit the ability of Shanxi Taiji to obtain or update its foreign exchange registration certificate with SAFE, which may in turn subject us to fines or legal sanctions, restrict our crossMulti-~~border~~graph ~~investment~~architecture ~~activities~~connecting orbehavior ~~limit Shanxi Taiji ability~~ to ~~distribute dividends to us.~~identity

~~Regulations~~● onReal-time ~~Foreign~~signals ~~Currency~~vs. ~~Exchange~~stale third-party data

~~Under~~● the Foreign Currency Administration Rules promulgated by the State Council in 1996 and last revised on August 5, 2008 and various other regulations issued by SAFE, and other relevant PRC government authorities, Renminbi is convertible into other currencies for the purpose of current account items, such as trade related receipts and payments, interest and dividends. The conversion of Renminbi into other currencies and remittance of the converted foreign currency outside the PRC for the purpose of capital account items, such as direct equity investments, loans and repatriation of investment, requires the prior approval from SAFE or its local office. Payments for transactions that take place within the PRC must be made in Renminbi. PRC companies may repatriate foreign currency payments received from abroad subject to SAFE’s requirements. ForeignPrivacy-~~invested~~compliant ~~enterprises~~(aggregated may retain foreign currency in accounts with designated foreign exchange banks. Domestic enterprises may convert all of their foreign currency current account proceeds into Renminbi. Capital investments by the Company into Taiyuan Taiji will be considered capital account items, which are subject to rigorous regulations and controls in the PRC. Payments for international equipment will be considered current account items, which only need to satisfy certain documentary and procedural requirements of the foreign exchange regulations.signals)

~~Regulations on Dividend Distribution~~11

~~The~~Key ~~principal~~Differentiators ~~regulations~~vs. ~~governing dividend distributions by wholly foreign owned enterprises and Sino-foreign equity joint ventures include~~Competition:

•● ~~The~~Bombora: ~~Wholly Foreign Owned Enterprise Law (1986), as amended; • The Wholly Foreign Owned Enterprise Law Implementing Rules (1990), as amended; • The Sino~~IP-~~foreign Equity Joint Venture Enterprise Law (1979)~~based, asB2B ~~amended; and • The Sino-foreign Equity Joint Venture Enterprise Law Implementing Rules (1983)~~only, asrequires ~~amended.~~website traffic

~~Under~~● ~~these~~6sense ~~regulations,~~/ ~~wholly~~ZoomInfo: ~~foreign~~Enterprise ~~owned~~ABM ~~enterprises and Sino-foreign equity joint ventures in the PRC may pay dividends~~ only ~~out of their accumulated profits~~, ~~if any~~expensive, determined in accordance with PRC accounting standards and regulations. Additionally, before paying dividends to their shareholders, these foreign-invested enterprises are required to set aside at least 10% of their profits each year, if any, to fund certain reserve funds until the amount of the cumulative total reserve funds reaches 50% of the relevant company’s registered capital. Accordingly, our wholly-owned subsidiary, Taiyuan Taiji is allowed to distribute dividends to us only after having set aside the required amount of its profits into the reserve funds as required under applicable PRC laws and regulations.firmographic

~~Employees~~● LiveRamp / Oracle: Legacy cookie-based, privacy concerns

We● ~~have~~CDPs ~~approximately 1~~(Segment,~~876~~ ~~employees,~~mParticle): ~~all~~Activation ofplatforms; ~~which~~VisitIQ ~~are~~is full-time consisting of approximately 57 in corporate management and staff positions, 87 individuals in school management and administration, 867 teachers and 865 support staff members. None of our employees are represented by a labor union. We intend to hire additional employees on an as-needed basis during the ~~next~~data ~~12 months.~~source

~~ITEM~~Blue ~~1A.~~Ocean: ~~RISK~~Behavioral intelligence ~~FACTORS~~infrastructure that sits upstream of all activation platforms

~~There~~Market are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operation may be materially adversely affected. In such case, the trading price of our common stock could decline and investors could lose all or part of their investment.Overview

12Total Current Addressable Market: $15B

~~Table~~● ofGlobal ~~Contents~~Advertising Agencies $13.3B

~~Risks~~● ~~Relating~~Global toMarketing ~~Our~~Technology ~~Business and Industry~~$1.7B

IfReflects wethe ~~are~~current ~~unable~~AI-driven tofeature set: ~~continue~~Identity toResolution, ~~attract~~ICP ~~course~~Generation, ~~participants~~Audience toBuilding, ~~enroll~~Intent-Based inTargeting, ~~our courses~~Geotargeting, ~~our revenues may decline~~ and weCampaign ~~may not be able to maintain profitability.~~Activation

~~The~~Phase ~~success~~2 ofAddressable ~~our~~Market: business depends primarily on the number of enrollments in our schools and the amount of tuition that we can charge. Therefore, our ability to continue to attract course students to enroll in our courses and maintain revenue growth is critical to the continued success and growth of our business. This in turn will depend on several factors, including our ability to develop new courses and enhance existing courses to respond to changes in market trends and demands of students, to effectively market our schools to a broader base of prospective course participants, to train and retain qualified lecturers and tutors, to develop additional high-quality educational content and to respond to competitive pressures. If we are unable to increase our enrollments in some of our relatively new courses and generate sufficient tuition to exceed the incremental costs associated with developing and delivering such new courses, we may be unable to maintain substantial revenue growth.$115B

~~Failure~~Expands materially because the planned feature set moves VisitIQ beyond identity, targeting, and activation into a true marketing operations layer. This layer will generate messaging and calls to ~~attract~~action, propose and ~~retain~~allocate ~~qualified~~budget, ~~personnel~~activate to essentially any programmatic platform including CRM and marketing ~~experienced~~automation ~~senior~~systems, ~~management~~and ~~could~~measure ~~disrupt~~performance ~~our~~in ~~operations~~real time with ROI analysis. In practical terms, that scope shift pulls VisitIQ closer to the media-spend control loop of plan, deploy, optimize, and ~~adversely~~measure, ~~affect~~not ~~our~~just ~~business~~the tooling layer. It also automates meaningful portions of work typically performed by copywriters, campaign managers, marketing operations, marketing analysts, and email ~~competitiveness~~and digital marketers.

~~Our~~Phase ~~continuing~~3 ~~success~~Addressable isMarket: dependent, to a large extent, on our ability to attract and retain qualified personnel and experienced senior management. If one or more of our senior management team members are unable or unwilling to continue to work for us, we may not be able to replace them within a reasonable period of time or at all, and our business may be severely disrupted, our financial condition and results of operations may be materially and adversely affected and we may incur additional expenses in recruiting and training additional personnel. If any of our senior management joins a competitor or forms a competing business, our business may be severely disrupted.$270B-340B

WeExpands ~~have been~~again ~~operating~~because ~~under~~the ~~our~~planned capabilities ~~current~~move ~~ownership~~VisitIQ ~~structure~~into ~~for~~an aend-to-end, ~~limited~~autonomous ~~time which~~campaign ~~may~~production, ~~make~~execution itand ~~difficult~~optimization ~~for~~system. ~~you~~This includes workflow design, full copywriting, full asset creation including images, video, and landing pages, call to ~~evaluate~~action ~~our~~development, automatic ~~business~~campaign balancing, real-time audience refinement, and ~~prospects~~always-on remarketing and retargeting. Functionally, this shifts VisitIQ from a targeting and activation layer into the system that creates, runs, and optimizes the work. This expands the addressable spend beyond a marketing technology tool into a larger portion of digitally measurable, dynamically optimizable media budgets.

WeStrategic ~~acquired~~Risks ~~all~~& of the issued and outstanding capital of Kahibah Limited in June 2010. Shanxi North Campus and Sichuan Guang'an School commenced operations in 1998 and 2002, respectively. We acquired the Shanxi South Campus on August 31, 2011 and the school commenced operations in 2002. Accordingly, we have a limited history for our operation upon which you can evaluate the viability and sustainability of our business and its acceptance by students. Our present and future competitors may have longer operating histories, larger student enrollments, larger teams of professional staff and greater financial, technical, marketing and other resources.Mitigations

WeAs ~~are~~VisitIQ ~~dependent~~scales, on the ~~Shanxi~~main ~~North~~risks ~~Campus,~~concentrate around ~~Shanxi~~big-tech ~~South~~competition, ~~Campus~~privacy and ~~Sichuan~~regulatory ~~Guang’an~~shifts, ~~School~~macro-driven ~~for~~budget ~~all~~pressure, ~~of our revenues. Any adverse development relating to any of these schools could materially~~ and ~~adversely~~execution ~~affect~~speed—each ~~our~~with ~~future~~clear mitigation ~~results~~plans ofalready ~~operations~~in motion.

Shanxi North Campus, Shanxi South Campus and Sichuan Guang’an School account for all of our revenue. Unless we are successful in acquiring control of and operating other educational institutions, all of our revenue will continue to be derived from these three schools. As a result, any development that has a material adverse effect on one or more of these schools may have a material adverse effect upon our business and financial performance, including developments such as the following:

Risk	Mitigation
Big tech competition	12-24 month speed advantage; become data layer, not activation layer
Privacy regulations	Privacy-first architecture; aggregated signals
Economic downturn	Position as cost-saver vs. traffic loss; essential infrastructure
Execution gap ($3.2M* → $6.5M)	Hire 10-15 AEs; enterprise pricing; leverage strategic/Arena partners

·* ~~any~~As ~~reduction~~of inAugust ~~student~~31, ~~enrollment~~2025. atAs ~~any~~ of ~~these~~April ~~educational~~30, 2026, ~~institutions;~~Current ARR was $5.0M.

~~· any increase in competition from other schools; and~~12

·Our ~~the~~Growth ~~failure to attract and retain high quality teaching staff in our schools.~~Strategy

WeVisitIQ’s ~~may~~growth ~~lose~~strategy ~~market~~focuses on ~~share~~expanding adoption across agencies, enterprises and ~~our~~integrated ~~profitability~~product ~~may~~partners, besupported ~~materially~~by continued AI investment and ~~adversely~~deeper vertical ~~affected,~~specialization. ifAgencies weremain ~~fail~~a tocore ~~compete~~growth ~~effectively~~driver; ~~with~~VisitIQ ~~our~~fits ~~present~~cleanly into their service model and ~~future~~directly ~~competitors~~enhances the orperformance toand ~~adjust~~revenue ~~effectively~~potential toof ~~changing~~the ~~market~~campaigns ~~conditions~~they run for clients. As agencies adopt and ~~trends~~standardize VisitIQ for GTM execution, usage naturally scales across additional clients, increasing monthly resolution volumes, and expanding seat licensing.

WeEnterprise ~~face~~growth ~~competition~~is ~~from~~driven ~~providers~~by ofthe ~~online~~platform’s ability ~~vocational/career education, training, and expect~~ to ~~face~~replace ~~increasing~~manual ~~competition~~targeting ~~from~~work, ~~existing~~accelerate ~~competitors~~GTM ~~and~~execution ~~new market entrants in the traditional education. The provision of professional education~~ and ~~test~~reduce ~~preparation~~acquisition ~~courses~~costs ~~over~~at ~~the Internet is a relatively recent concept~~scale. ~~Although~~Most ~~traditional~~enterprise ~~classroom~~accounts adopt ~~instruction~~VisitIQ isin ~~generally~~phases—beginning ~~viewed as a more accepted method, online education is increasingly apparent as an acceptable means of receiving training and instruction. We therefore compete~~ with ~~providers~~identity ofresolution ~~online education institutions~~ and ~~training~~ICP ~~centers~~development, inthen ~~the~~layering ~~various~~intent ~~subject areas for which we offer courses. In addition~~data, ~~due to low barriers to entry for Internet~~geo-~~based~~intelligence and ~~businesses,~~activation wecapabilities ~~expect~~as tointernal ~~face~~teams ~~increasing~~see ~~competition~~the ~~from~~lift ~~both~~in ~~existing~~efficiency ~~domestic competitors~~ and ~~new~~conversion ~~entrants on the online education side~~rates. WeThis ~~may~~phased ~~face~~adoption ~~increased~~model ~~competition~~creates predictable ~~from~~expansion ~~international~~within ~~competitors~~each ~~that~~account ~~cooperate with local businesses to provide services based on the foreign partners’ technology~~ and ~~experience~~increases ~~developed~~long-term incontract ~~their home markets~~value.

IfIntegrated wepartnerships ~~fail~~represent toa ~~develop~~parallel channel ~~and~~for ~~introduce~~scalable ~~new~~distribution. ~~courses,~~VisitIQ ~~services~~can ~~and~~be ~~products~~embedded ~~that~~within ~~meet~~CMS ~~our~~platforms, ~~target~~e-commerce ~~customers’~~systems, ~~expectations~~CRMs, orpodcasting ~~adopt~~platforms, media ~~new~~players ~~technologies~~and ~~important~~CTV environments to ~~our~~enrich ~~business,~~user ~~our~~experiences ~~competitive~~or ~~position~~create ~~and~~new ~~ability~~monetization tolayers ~~generate~~for ~~revenues~~partners. ~~may~~These beintegrations extend ~~materially~~VisitIQ’s reach without additional sales overhead and ~~adversely~~generate ~~affected~~recurring, high-margin revenue.

~~Our~~Vertical ~~core~~expansion ~~business~~offers isanother ~~centered~~lever for onsustained ~~acquiring~~growth. ~~control~~Industries ofsuch ~~schools~~as ~~that provide kindergarten~~automotive, ~~primary~~consumer ~~school~~goods, secondary school and high school educations in urban communities. As the growing trend toward urbanization is expected to result in more people seeking job and career advancement opportunities in urban arease-commerce, ~~the~~real ~~development of new courses~~estate, ~~services~~franchising and ~~products is subject to risks~~ brick-and-mortar retail ~~uncertainties.~~benefit ~~Unexpected~~directly ~~technical,~~from ~~operational,~~VisitIQ’s ~~logistical,~~ability ~~regulatory~~to oridentify ~~other~~anonymous ~~problems could delay or prevent the introduction of one or more of new courses~~visitors, ~~service~~surface or products. Moreover, we cannot assure you that any of these courses, products and services will match the quality or popularity of those developed by our competitors, achieve widespread market acceptance or generate the desired level of income. The technology used in internet and valuehigh-~~added~~intent ~~telecommunications~~buyers ~~services~~ and ~~products~~activate inlocalized targeting ~~general, and in online education services in particular, has evolved a lot in recent years~~campaigns. ~~The~~Tailoring ~~online~~capabilities ~~course providers seek~~ to ~~satisfy~~ the ~~demand~~specific ofpurchase ~~self-taught~~cycles ~~learners for high-level education~~ and ~~part-time~~data ~~workers~~patterns ~~seeking time flexibility. Providers~~ of ~~traditional~~each ~~education~~vertical ~~may~~deepens ~~lose part of the target course participants, if they fail to anticipate~~ adoption and ~~adapt~~creates todefensible ~~such~~market ~~technological changes~~positions.

~~Table~~VisitIQ also intends to expand its geographic footprint outside the United States, with a particular focus on establishing a presence in key European markets. EMEA represents a strong opportunity for privacy-compliant audience intelligence platforms, as marketers in the region face heightened regulatory pressures and reduced access to traditional targeting signals. VisitIQ’s deterministic identity resolution, AI-based ICP modeling, and real-time behavioral intelligence are designed to operate within modern data-protection frameworks, making the platform well-positioned for international growth. As part of ~~Contents~~this expansion, VisitIQ plans to deliver localized data partnerships, region-specific audience taxonomies, and multilingual AI interfaces to support adoption across the EU and the broader EMEA region.

Finally, VisitIQ will continue expanding ~~Risks~~activation ~~Relating~~endpoints toacross ~~Regulation~~emerging ofchannels—including ~~Our~~SMS, ~~Business~~programmatic, CTV, retail media networks and tofuture ~~Our~~advertising formats. ~~Structure~~Each additional activation path increases the platform’s strategic value, strengthens its position as the central targeting layer across the GTM stack, and drives higher usage and contract value over time.

~~The~~Continued ~~education~~investment ~~sector,~~ in ~~which~~AI ~~all~~is a central component of ~~our~~VisitIQ’s ~~business~~growth isstrategy. ~~conducted~~Enhancements in identity resolution, isbehavioral ~~subject~~prediction, tomovement-signal ~~extensive~~vectorization and ~~regulation~~natural-language ininterfaces ~~the~~increase ~~PRC~~VisitIQ’s differentiation relative to CDPs, data brokers and ~~our~~legacy ~~ability~~targeting tosystems still ~~conduct~~built ~~business~~on isstatic, ~~highly~~list-based ~~dependent~~methods. onThese ~~our~~innovations ~~compliance~~strengthen ~~with~~performance, ~~these~~reduce ~~regulatory~~customer ~~frameworks~~churn, and expand the platform’s addressable market.

~~The~~Our ~~PRC~~Products ~~government regulates all aspects of the education sector, including licensing of parties to perform various services, pricing of tuition~~ and other fees, curriculum content, standards for the operations of schools and learning centers associated with foreign participation. The laws and regulations applicable to the education sector are in some aspects vague and uncertain, and often lack detailed implementing regulations. These laws and regulations are subject to change, and new laws and regulations may be adopted, some of which may have retroactive application or have a negative effect on our business. For example, in 2003, the PRC government adopted a new regulatory framework for Chinese-foreign cooperation in education. This new framework may encourage institutions with more experience, better reputations, greater technological know-how and larger financial resources than we have to compete against us and limit our growth. In addition, because the PRC government and the public view the conduct of educational institutions as a vital social service, there is considerable ongoing scrutiny of the education sector and its participants.Pricing

WeVisitIQ ~~must~~offers ~~comply~~a ~~with~~simple, ~~PRC’s~~subscription-based pricing ~~extensive~~model ~~regulations~~designed onto ~~private~~make ~~and~~high-precision ~~foreign~~audience ~~participation~~targeting inaccessible ~~the~~to ~~education~~organizations ~~sector,~~of ~~which~~every ~~has~~size—from ~~caused~~small us agencies to ~~adopt~~enterprise-scale ~~complex~~marketing ~~structural~~teams. ~~arrangements~~The ~~with~~platform ~~our~~is ~~PRC~~packaged ~~subsidiary~~into ~~and~~four ~~PRC~~tiers ~~affiliated~~that ~~entity.~~align Ifwith the ~~relevant~~natural ~~PRC~~progression ~~authorities~~of ~~decide~~how ~~our~~customers adopt ~~structural~~VisitIQ: ~~arrangements~~(a) doour ~~not~~Starter ~~comply~~tier with ~~these~~identity ~~restrictions~~resolution, we(b) ~~would~~our beBasic ~~precluded~~tier ~~from~~expanding ~~conducting~~into ~~some~~ICP ordevelopment ~~all~~and ofaudience building, (c) our ~~current~~Advance ~~business~~tier, layering intent and geo-intelligence, and finally (d) our Professional tier activating campaigns across all channels with AI-driven automation.

~~Although~~Each ~~our~~tier ~~corporate~~includes ~~structure~~a ~~and~~fixed ~~business~~monthly ~~are~~allotment of ~~designed~~resolutions, tolookalike ~~comply~~generation, ~~with the limitations on foreign investment~~ and ~~participation~~activation ~~in the education sector~~capabilities, wewith ~~cannot~~higher ~~assure~~levels ~~you~~adding ~~that~~more weconcurrent ~~will~~ICPs, ~~not~~additional betargeting modules, ~~found~~expanded toactivation beoptions ~~in violation of any current or future PRC laws~~ and ~~regulations.~~direct ~~There~~conversational ~~are~~AI ~~substantial uncertainties regarding the interpretation and application of PRC laws and regulations~~access. IfAll wetiers ~~or our PRC subsidiary or PRC affiliated entity~~ are ~~found~~delivered toas beself-service orSoftware toas ~~have~~a Service ~~been~~(“SaaS”) insubscriptions ~~violation~~with ofno ~~PRC~~long-term ~~laws~~commitments ~~or regulations limiting foreign ownership or participation in the education sector~~required, ~~the~~allowing ~~relevant~~customers ~~regulatory~~to ~~authorities~~scale ~~have~~usage ~~broad~~as ~~discretion~~their inGTM needs ~~dealing with such violation, including but not limited to:~~evolve.

•Our ~~levying~~Product ~~fines and confiscating illegal income; • requiring us to discontinue all or a portion of our business; and/or • revoking business licenses.~~Roadmap

~~Any~~VisitIQ’s ofproduct ~~these~~roadmap oris ~~similar~~centered on ~~actions~~expanding ~~could~~the ~~cause~~platform’s ~~significant~~AI-driven ~~disruption~~capabilities to ~~our~~support ~~business~~end-to-end ~~operations~~marketing orexecution ~~render~~within usa ~~unable~~unified environment. Over the next several product cycles, VisitIQ plans to ~~conduct~~deepen ~~all~~its orautomation layers—extending beyond audience generation into integrated campaign strategy, content creation and cross-channel asset development. These enhancements will allow marketers and agencies to design full campaigns from a ~~substantial~~single ~~portion~~prompt, ofsupported ~~our~~by ~~business~~AI-driven ~~operations~~audience identification, custom messaging, creative asset production (i.e., text, image, audio, video) and seamless activation across all major advertising and marketing automation platforms. VisitIQ’s long-term goal is to increase marketing self-sufficiency, reduce reliance on walled-garden systems and give organizations greater control over their own first-party and third-party data ecosystems.

~~The~~VisitIQ ~~preferential~~expect ~~tax~~these ~~treatment~~upcoming ~~status~~enhancements—combined with ofplanned ~~the~~international ~~educational~~expansion, ~~institutions~~as wedescribed ~~operate~~above—substantially ~~places~~increase ~~limitations~~VisitIQ’s ontotal ~~our~~addressable ~~ability~~market over tothe ~~freely~~next ~~operate~~24 ~~our~~months. ~~business,~~According ~~including~~to ~~limitations~~internal onmodeling, ~~pricing~~the ~~and~~global ~~our~~opportunity ~~ability~~expands tosignificantly ~~withdraw~~as ~~profits~~the platform evolves from a ~~the~~targeting ~~educational~~intelligence ~~institutions~~layer weinto ~~operate~~a ~~for~~broader ~~distribution~~AI-assisted tomarketing ~~shareholders~~system orcapable ~~for~~of ~~use~~handling inaudience ~~other~~selection, ~~parts~~creative ofgeneration, strategy ~~our~~development, ~~business~~and activation. ~~The~~As ~~educational~~reflected ~~institutions~~in wethe ~~operate~~roadmap, ~~may~~we ~~incur~~expect ~~additional~~the ~~costs~~Total ifAddressable ~~they~~Market ~~seek~~(“TAM”) to grow ~~convert~~from totoday’s ~~non~~demand-~~preferential~~generation ~~tax~~and ~~treatment~~targeting ~~status~~market ~~and~~into wea ~~cannot~~multi-hundred-billion-dollar ~~assure~~opportunity ~~you~~as ~~that~~VisitIQ ~~the~~begins to ~~educational~~automate ~~institutions~~larger weportions ~~operate~~of ~~will~~the bedigital ~~able~~marketing workflow across small to ~~retain~~medium-sized ~~their~~businesses ~~preferential~~(“SMB”), ~~tax~~mid-market, enterprise, ~~treatment~~agency ~~status~~and integrated technology partners.

The educational institutions we operate are classified as educational institutions with preferential tax treatment, entitling them to certain tax benefits including exemption from income, turnover and property taxes. However, as a result of their preferential tax treatment status, the educational institutions we operate are prohibited from setting prices for educational services and accommodations above certain price thresholds set by the PRC government and are required to reinvest distributable profits into operations rather than being allowed to distribute profits as investment returns to the educational institutions’ owners. As a result, the educational institutions we operate are limited in the prices they may charge for educational services and accommodations and may not distribute their profits to Shanxi Taiji. These restrictions limit the financial returns the educational institutions we operate may achieve and prevent Shanxi Taiji from receiving profits from the educational institutions for investment in other high schools, acquisitions of other high schools and universities or use in other parts of its business. The only fees we anticipate that Shanxi Taiji will be able to receive from the educational institutions we operate are service fees to be paid by the educational institutions for technical services, investment and management consulting services provided by Shanxi Taiji to the educational institutions we operate. As a result, for as long as the educational institutions we operate retain their preferential tax treatment status, Shanxi Taiji will be unable to use the profits from the operations of the educational institutions it owns for reinvestment in or expansion of its business (other than reinvestment of the funds in the educational institutions from which the profits were derived) or for distribution to its shareholders. Accordingly, we anticipate that at some point in the future Shanxi Taiji will convert the educational institutions we operate to non-preferential tax treatment entities to enable it to distribute their profits to Shanxi Taiji for use in other parts of its business. We are not able to predict the time of such conversion at this time. Factors to be considered in determining whether to undertake this conversion include, our ability to acquire control of additional educational institutions, the pace at which we are able to acquire control of additional educational institutions, our competitive position in the education industry in the PRC and any negative impact the increase in tax expense will have on the network of educational institutions’ operating margins. Potential problems related to the conversion decision include, but are not limited to, Shanxi Taiji’s ability to obtain the necessary regulatory approvals for such a conversion. The conversion of the educational institutions we operate from entities that receive preferential tax treatment to entities that do not receive preferential tax treatment may result in an increase in the price of educational services provided by the network educational institutions in order to mitigate the effect of increased taxes and maintain the same profit margin. Any increase in prices for our services may result in the loss of price sensitive students. If the educational institutions we operate are converted into entities that do not receive preferential tax treatment entities, they will only be able to pay to Shanxi Taiji profits that have been generated from and after the date of conversion. An educational institution that does not receive preferential tax treatment is permitted to set its own pricing schemes and may distribute profits to its investors, but is required to pay corporate income taxes in the PRC. As a result, if Shanxi Taiji converts the educational institutions we operate to entities that do not receive preferential tax treatment, the educational institutions we operate will be less competitive against the state-sponsored high schools, colleges and universities which receive preferential tax treatment, as they will be required to pay income taxes on the their profits from and after the date of conversion. At the time of conversion, those educational institutions will become subject to corporate income tax in the PRC and we will be required to make payments to the local governments. A change in laws or a failure by one of the educational institutions we operate to satisfy the requirements of maintaining preferential tax treatment status may cause one or more of the educational institutions we operate to lose preferential tax treatment status. As a result, we cannot assure you that the educational institutions we operate or expect to operate will continue to qualify as preferential tax treatment entities and enjoy this preferential tax treatment in the future. We also cannot assure you that the laws will remain the same and that Shanxi Taiji will be able to convert the educational institutions we operate to non-preferential tax treatment entities at times that are desirable for our business. A loss of preferential tax treatment status by any of the educational institutions we operate before the desired time, or an inability to convert any of the educational institutions we operate to non-preferential tax treatment status at the desired time, may have a material adverse effect on our business, competitive position, cash flows, financial condition, results of operations and prospects.14

14Our Customers

~~Table~~VisitIQ serves organizations that depend on precise audience identification and targeting to drive measurable revenue outcomes, including marketing agencies, enterprise marketing teams, and integrated product partners. While these customers operate across different industries and business models, they share common requirements: the need to identify high-value audiences, understand buyer behavior in real time, and activate campaigns efficiently across multiple channels using their existing marketing infrastructure. VisitIQ is designed to function as a unified targeting and intelligence layer that supports these needs regardless of ~~Contents~~company size, industry vertical or go-to-market motion. Currently, a substantial majority of VisitIQ’s revenue—more than 90%—is derived from marketing agencies, where the platform aligns closely with agency service models and client delivery workflows. Agencies use VisitIQ to improve campaign performance, demonstrate ROI and expand service offerings without increasing operational complexity. Over the mid-term, VisitIQ intends to reduce its reliance on the agency vertical as a percentage of total revenue, with a target mix of approximately 60% agency-derived revenue and 40% from enterprise customers and integrated product partners. This diversification strategy reflects the Company’s focus on expanding direct enterprise adoption and scaling white-label and embedded partnerships, which allow VisitIQ’s targeting capabilities to be distributed through third-party platforms while supporting long-term, recurring revenue growth.

~~The~~Target PRC’s economic, political and social conditions, as well as governmental policies, could affect the financial markets in the PRC and our liquidity and access to capital and our ability to operate our business.Markets

~~The~~● ~~PRC~~Marketing ~~economy~~Agencies. ~~differs~~Agencies ~~from~~use ~~the~~VisitIQ ~~economies~~to ofimprove ~~most~~campaign ~~developed~~performance ~~countries~~and inexpand ~~many~~their ~~respects,~~service ~~including~~offerings ~~the~~without ~~amount~~adding ofheadcount ~~government~~or ~~involvement,~~operational ~~level~~overhead. ofThe ~~development,~~platform ~~growth~~defines ~~rate,~~a ~~control~~client’s ofICP ~~foreign~~using ~~exchange~~real visitor and ~~allocation~~customer ofbehavior, ~~resources.~~identifies ~~While~~anonymous ~~the~~website ~~PRC~~traffic ~~economy~~and ~~has~~uncovers ~~experienced~~new ~~significant~~audiences ~~growth~~that ~~over~~closely ~~the~~resemble ~~past,~~a ~~growth~~client’s ~~has~~best ~~been~~converters. ~~uneven,~~Agencies ~~both~~also ~~geographically~~layer in intent and ~~among~~geo-based ~~various~~signals ~~sectors~~to oftarget ~~the~~consumers ~~economy.~~actively ~~The~~researching ~~PRC~~a ~~government~~category ~~has~~or ~~implemented~~showing ~~various~~relevant ~~measures~~real-world tomovement ~~encourage~~patterns. ~~economic~~Because ~~growth~~VisitIQ ~~and~~activates ~~guide~~directly ~~the~~into ~~allocation~~paid ofmedia, ~~resources.~~CRM, ~~Some~~and ofautomation ~~these~~platforms, ~~measures~~agencies ~~benefit~~can ~~the~~execute ~~overall~~campaigns ~~PRC~~faster ~~economy,~~and ~~but~~with ~~may~~higher ~~also~~precision—turning ~~have~~targeting aintelligence ~~negative~~into ~~effect~~measurable onROI usand additional revenue opportunities.

~~The~~● ~~PRC~~Enterprises. ~~economy~~Enterprises ~~has~~adopt ~~been~~VisitIQ ~~transitioning from a planned economy~~ to areduce ~~more~~acquisition ~~market-oriented economy. Although the PRC government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform~~costs, ~~the~~accelerate ~~reduction~~pipeline ~~of state ownership of productive assets~~ and ~~the~~replace ~~establishment~~manual oftargeting ~~improved~~work ~~corporate~~with ~~governance~~real-time inaudience ~~business enterprises, a substantial portion of productive assets in the PRC are still owned by the PRC government~~intelligence. InThe ~~addition,~~platform ~~the~~provides ~~PRC~~an ~~government continues~~ up-to-date, ~~play~~behavior-driven aICP ~~significant~~that ~~role~~reflects inactual ~~regulating~~customer ~~industry~~patterns, ~~development~~rather bythan ~~imposing~~static ~~industrial policies~~personas. ~~The~~Enterprises ~~PRC~~can ~~government~~resolve ~~also~~concerns ~~exercises~~related ~~significant~~to ~~control~~anonymous ~~over~~website ~~the PRC economic growth through the allocation of resources~~visitors, ~~controlling~~create ~~payment of foreign currency~~AI-generated ~~denominated~~lookalikes ~~obligations, setting monetary policy~~ and ~~providing~~prioritize ~~preferential~~prospects ~~treatment~~demonstrating tostrong ~~particular~~purchase ~~industries~~intent or ~~companies~~relevant geo-behavior. ~~Since~~With ~~late~~direct ~~2003,~~activation ~~the~~into ~~PRC~~existing ~~government implemented a number of measures~~CRMs, ~~such~~marketing asautomation ~~raising~~tools ~~bank reserves against deposit rates to place additional limitations on the ability of commercial banks to make loans~~ and ~~raise~~paid ~~interest~~media ~~rates~~platforms, inenterprise ~~order~~teams tocan ~~slow~~scale ~~down~~precise ~~specific~~campaigns ~~segments~~across ofmarkets ~~the PRC economy which it believed to be overheating. These actions, as well as future actions~~ and ~~policies~~channels ofwith ~~the~~fewer ~~PRC~~steps ~~government, could materially affect our liquidity~~ and ~~access~~greater ~~to capital and our ability to operate our business~~efficiency.

~~The~~● ~~PRC~~Integrated ~~legal~~Product ~~system is a civil law system based on written statutes~~Partners. ~~Unlike~~VisitIQ ~~common~~supports ~~law systems, it is~~ a ~~system~~wide inrange ~~which decided legal cases have little precedential value. In 1979, the PRC government began to promulgate a comprehensive system~~ of ~~laws~~integrated ~~and~~product ~~regulations~~partners ~~governing~~who ~~economic~~embed ~~matters~~targeting inintelligence ~~general.~~directly ~~The~~into ~~overall~~their ~~effect~~own ~~of legislation over the past 33 years has significantly enhanced the protections afforded to various forms of foreign investment in the PRC~~solutions. ~~Our PRC subsidiary, Taiyuan Taiji, is a wholly foreign~~E-~~owned~~commerce ~~enterprise~~systems ~~which~~use isVisitIQ anto ~~enterprise~~identify ~~incorporated~~anonymous inshoppers ~~the PRC~~ and ~~wholly-owned~~enrich bycustomer ~~foreign~~records; ~~investors.~~CMS ~~Taiyuan~~and ~~Taiji~~website isplatforms ~~subject~~offer toVisitIQ ~~laws~~as ~~and~~a ~~regulations~~plugin ~~applicable~~ to ~~foreign~~define ~~investment~~ICPs inand ~~the~~expand ~~PRC~~audiences; inmedia ~~general~~players and ~~laws~~streaming ~~and~~platforms ~~regulations~~use ~~applicable~~VisitIQ to ~~wholly~~identify ~~foreign-owned~~viewers ~~enterprises~~or inlisteners ~~particular. However, these laws, regulations~~ and ~~legal~~build ~~requirements~~content-based ~~change~~profiles; ~~frequently,~~CRMs and ~~their~~marketing ~~interpretation~~automation ~~and~~systems ~~enforcement~~integrate ~~involve~~VisitIQ ~~uncertainties. For example, we may have~~ to ~~resort~~improve tosegmentation ~~administrative~~ and ~~court~~outbound ~~proceedings to enforce the legal protection that we enjoy either by law or contract~~performance. ~~However,~~In ~~since~~each ~~PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms~~case, itVisitIQ ~~may~~acts beas ~~more~~an ~~difficult~~embedded tointelligence ~~evaluate~~layer ~~the~~that ~~outcome~~enhances ofproduct ~~administrative~~value and ~~court~~unlocks ~~proceedings~~new ~~and~~monetization ~~the level of legal protection we enjoy than in more developed legal systems~~opportunities.

~~Recent~~Industry ~~regulations~~Vertical relating to offshore investment activities by PRC residents may increase the administrative burden we face and create regulatory uncertainties that could restrict our overseas and cross-border investment activity, and a failure by our shareholders who are PRC residents to make any required applications and filings pursuant to such regulations may prevent us from being able to distribute profits and could expose us and our PRC resident shareholders to liability under PRC law.Solutions

~~The~~● ~~PRC~~Automotive. ~~National~~VisitIQ ~~Development~~identifies ~~and~~active ~~Reform~~automobile ~~Commission,~~buyers ~~or NDRC~~earlier, ~~and~~unmasks ~~SAFE~~website ~~recently~~activity, ~~promulgated~~clarifies ~~regulations~~buyer ~~that~~profiles ~~require PRC residents~~ and ~~PRC~~triggers ~~corporate~~personalized ~~entities~~campaigns tobased ~~register~~on ~~with~~online research and ~~obtain~~geo-movement ~~approvals~~near ~~from~~dealerships ~~relevant PRC government authorities in connection with their direct~~ or ~~indirect~~competitor ~~offshore investment activities~~lots. ~~These regulations apply to our shareholders who are PRC residents and may apply to any offshore acquisitions that we make in the future.~~

~~Under~~● ~~the~~Consumer ~~SAFE regulations, PRC residents who make, or have previously made, direct or indirect investments in offshore companies will be required to register those investments~~Goods. InThe ~~addition,~~platform ~~any~~reveals ~~PRC~~anonymous ~~resident who is a direct or indirect shareholder of an offshore company is required to file with the local branch of SAFE~~shoppers, ~~with~~builds ~~respect~~real-time ~~to that offshore company~~ICPs, ~~any~~generates ~~material change involving capital variation~~lookalikes, ~~such~~detects ~~as an increase or decrease~~ in-category ~~capital,~~intent ~~transfer~~and oractivates ~~swap~~cross-channel ofcampaigns shares, merger, division, long term equity or debt investment or creation of any security interest over the assets located in the PRC. If any PRC shareholder fails to make the required SAFE registration, the PRC subsidiaries of that ~~offshore~~drive ~~parent~~both ~~company~~online ~~may~~purchases ~~be prohibited from distributing their profits~~ and ~~the proceeds from any reduction~~ in-store ~~capital, share transfer or liquidation, to their offshore parent company, and the offshore parent company may also be prohibited from injecting additional capital into their PRC subsidiaries~~demand. ~~Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.~~

~~The~~● ~~tuition~~e-Commerce. ~~charged~~VisitIQ bytransforms ~~the~~browsing ~~educational~~data, ~~institutions~~abandoned ~~are~~carts ~~all~~and ~~subject~~unidentified tosessions ~~price~~into ~~controls~~enriched ~~administered~~profiles. byReal-time ~~the~~intent ~~PRC government,~~ and ~~our~~geo-signals ~~revenue~~enable istimely ~~highly~~promotions, ~~dependent~~retargeting onand ~~the~~personalized ~~level~~offers ofthat ~~these~~increase ~~tuition charges~~conversions.

Our revenue comes primarily from the tuition revenue from our schools, and the tuition charges are subject to price controls administered by various price control offices. In light of the substantial increase in tuitions and other education-related fees in the PRC in recent years, the PRC’s price control authorities may impose stricter price control on tuition charges in the future. If the tuition charges, upon which our revenue depends, were to be decreased or if they were not to be increased in line with increases in our costs because of the actions of PRC’s administrative price controls, our revenue and profitability would be adversely affected. We cannot assure you that all of the educational institutions will not be found to be in violation of any requirement regarding the tuition charges. The failure by the educational institutions to comply with applicable laws and regulations could subject them to administrative penalties such as fines, which will adversely affect our business and operation.15

~~The~~● ~~PRC~~Franchise. ~~tax~~Franchise ~~authorities~~systems ~~may~~identify ~~require~~local usdemand, tosurface ~~pay~~active ~~additional~~shoppers, ~~taxes~~build inlocation-specific ~~connection~~ICPs, ~~with~~and ~~our~~activate ~~acquisitions~~high-intent, ofgeo-targeted ~~offshore~~campaigns ~~entities~~to ~~that~~drive ~~conducted~~in-store ~~their~~visits ~~PRC~~and ~~operations~~regional ~~through their affiliates in the PRC~~growth.

~~Our~~● ~~operations~~Real ~~and transactions are subject to review by the PRC tax authorities pursuant to relevant PRC laws and regulations~~Estate. ~~However,~~VisitIQ ~~these~~identifies ~~laws,~~homebuyers ~~regulations~~ and ~~legal~~sellers ~~requirements~~earlier ~~change frequently, and their interpretation and enforcement involve uncertainties. For example,~~ in the ~~case~~research ~~of some of our acquisitions of offshore entities that conducted their PRC operations through their affiliates in the PRC~~cycle, webuilds ~~cannot~~lifestyle-driven assure you that the PRC tax authorities will not require us to pay additional taxes in relation to such acquisitions. In the event that the sellers failed to pay any taxes required under PRC law in connection with these transactionsICPs, ~~the~~surfaces ~~PRC~~high-intent ~~tax~~prospects ~~authorities~~and ~~might~~activates ~~require~~targeted uscampaigns tobased ~~pay~~on ~~the~~neighborhood ~~tax~~visits, ~~together~~search ~~with~~behaviors ~~late-payment interest~~ and ~~penalties~~relocation patterns.

~~Restrictions~~● onBrick-and-Mortar ~~currency~~Retail. ~~exchange~~Retailers ~~may~~convert ~~limit~~online ~~our~~interest ~~ability~~into store traffic through anonymous visitor resolution, ICP building, intent detection, and geo-movement targeting tied to ~~utilize~~malls, ~~our~~shopping ~~revenues~~districts ~~effectively~~and competitor locations.

~~Substantially~~Competitive all of our revenues and operating expenses are denominated in Renminbi. The Renminbi is currently convertible under the “current account”, which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account”, which includes foreign direct investment and loans. Currently, Taiyuan Taiji may purchase foreign exchange for settlement of “current account transactions”, including payment of dividends to us, without the approval of the State Administration of Foreign Exchange. However, we cannot assure you that the relevant PRC governmental authorities will not limit or eliminate our ability to purchase foreign currencies in the future. Since a significant amount of our future revenues will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize revenues generated in Renminbi to fund our business activities outside the PRC, if any, or expenditures denominated in foreign currencies. Foreign exchange transactions under the capital account are still subject to limitations and require approvals from, or registration with, the State Administration of Foreign Exchange and other relevant PRC governmental authorities. This could affect Taiyuan Taiji’s ability to obtain foreign exchange through debt or equity financing, including by means of loans or capital contributions from us.Landscape

~~Appreciation~~The orcompetitive ~~depreciation~~landscape in the value of the Renminbi relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Since July 2005, the Renminbi is nofragmented across ~~longer~~intent ~~pegged solely to the U.S. dollar. Instead~~providers, itidentity ~~is reported to be pegged against a basket of currencies~~platforms, ~~determined by the PRC~~CDPs, ~~against~~and ~~which~~data ~~it can rise or fall by as much as 0.3%~~ brokers—each ~~day.~~strong ~~This change~~ in policy has resulted in the gradual increase in the value of the Renminbi against the U.S. dollar over time. As of August 31, 2012, US$1.00 = Renminbi 6.3374. The Renminbi may appreciate or depreciate significantly in value against the U.S. dollar in the long term, depending on the fluctuation of the basket of currencies against which it is currently valued or it may be permitted to enter into a ~~full~~slice ~~float, which may also result in a significant appreciation or depreciation~~ of the ~~Renminbi~~problem ~~against~~but ~~the~~missing ~~U.S.~~an upstream ~~dollar.~~system ~~Fluctuations~~that incontinuously ~~the~~discovers ~~exchange rate will also affect the relative value of any dividend we issue in the future which will be exchanged into U.S. dollars~~ and ~~earnings~~activates ~~from and the value of any U.S. dollar~~net-~~denominated~~new ~~investments~~audiences ~~we make~~ in ~~the~~real ~~future~~time.

15The closest competitors fall into three categories, each with fundamental limitations:

~~Table~~(1) ofB2B ~~Contents~~intent data providers like Bombora (~$100M revenue) and 6sense ($200M+ revenue) that rely on IP-based signals from B2B websites only, limiting them to account-level insights and requiring website traffic that AI search is eliminating;

~~Very~~(2) ~~limited~~Identity ~~hedging~~resolution ~~transactions~~platforms like ~~are~~LiveRamp ~~available~~($500M inrevenue) ~~the~~and ~~PRC~~Oracle toData ~~reduce~~Cloud ~~our~~that ~~exposure~~depend toon ~~exchange~~legacy ~~rate~~cookie-based ~~fluctuations.~~infrastructure Tofacing ~~date,~~privacy weregulation headwinds have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. We do not intend to enter into any hedging transactions. Even if we may decide to enter into hedging transactions in the future, the availability and ~~effectiveness~~lack ofreal-time ~~these~~behavioral ~~hedges~~signals; ~~may be limited~~ and we may not be able to successfully hedge our exposure at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency.

We(3) ~~may~~Third-party bedata ~~negatively~~marketplaces that ~~affected~~syndicate bystale, ~~the~~aggregated ~~recent~~data ~~global~~purchased ~~financial~~from ~~market~~multiple ~~and~~sources ~~economic~~rather ~~crisis~~than capturing fresh intent signals daily.

The recent global financial crisis has adversely affected the United States and other world economies. Although the PRC Government has adopted increasingly flexible macroeconomic policies, including an announced fiscal stimulus package, aimed at offsetting the slowdown brought about by the global financial crisis, as the financial crisis has broadened and intensified, the growth of the PRCVisitIQ’s ~~overall~~up ~~economy~~to ~~has~~15 ~~been~~billion ~~negatively~~daily behavioral ~~impacted.~~signals Inprocessed ~~addition,~~through ~~the~~its ~~ongoing~~multi-graph ~~global~~architecture ~~financial~~create ~~crisis affecting the banking system and financial markets has resulted in~~ a ~~severe~~defensible ~~tightening~~moat—capturing inintent ~~credit~~before ~~markets~~website visits occur, aoperating ~~low~~across ~~level~~both ofB2B ~~liquidity in many financial markets~~ and ~~increased~~B2C ~~volatility in credit and equity~~ markets~~. If these conditions continue or worsen~~, ~~our cost of borrowing may increase~~ and itdelivering ~~may~~person-level ~~become~~(not ~~more~~just ~~difficult~~IP ~~to obtain financing for our operations~~ or ~~investments,~~household-level) ~~which~~intelligence in ~~may adversely affect our business operations and implementation of our growth strategy~~real-time.

IfThis ~~the~~positions ~~educational~~VisitIQ ~~institutions~~as webehavioral ~~operate~~intelligence infrastructure ~~are~~rather ~~unable~~than a point solution, enabling the company to ~~obtain~~partner ~~necessary~~with ~~governmental~~rather ~~approvals~~than ~~for~~compete ~~their~~against ~~expansion~~activation ~~plans,~~platforms like ~~our~~CDPs ~~business~~(Segment, mParticle) and ~~our~~demand-side ~~prospects~~platforms ~~for~~(The ~~growing~~Trade ~~our~~Desk) ~~business~~that ~~may~~need beupstream ~~adversely~~data ~~affected~~sources.

InThe ~~the~~company’s ~~PRC,~~12-24 ~~high~~month ~~schools,~~technical lead ~~colleges~~before orenterprise ~~universities~~marketing ~~expansion~~technology ~~plans~~vendors ~~may~~(Salesforce, ~~require governmental approval in advance. For example~~Adobe, ~~the~~Oracle) ~~educational~~can ~~institutions~~replicate wethis ~~operate~~capability ~~may~~represents ~~need~~a tocritical window ~~obtain governmental approval~~ to ~~add~~establish ~~additional~~category ~~educational~~leadership ~~facilities~~in ~~and~~“post-AI-search” toaudience ~~purchase and spread educational product~~intelligence, ~~such~~where asthe ~~reference~~$300B+ ~~books and multi~~cookie-~~media~~dependent advertising ~~study~~market ~~materials.~~must Iffind ~~the~~alternative ~~educational~~targeting ~~institutions~~methods weand ~~operate~~brands ~~are~~desperately ~~unable~~need tobehavioral ~~obtain~~data ~~the~~that ~~necessary~~doesn’t ~~governmental~~rely on ~~approvals~~collapsing toorganic ~~expand~~website ~~the operations of the educational institutions we operate, our ability to generate additional revenue through the expansion of educational services and facilities will be limited~~traffic.

~~Delay~~Customer orData ~~failure in obtaining necessary approvals and building ownership certificates for the buildings of the educational institutions we operate may have an adverse impact on our business and operations.~~Platforms

~~Our~~CDPs ~~future~~unify ~~success~~customer ~~substantially~~data ~~depends~~and onmaintain ~~our~~a persistent ~~ability~~customer ~~to significantly expand the facilities of the educational institutions we operate necessary to accommodate increasing student enrollments. However~~record, ~~the~~but ~~expansion~~they ofare ~~the~~not ~~facilities~~built ~~of educational institutions we operate may be constrained by the lack of land~~ to ~~develop~~identify ~~new~~anonymous ~~buildings~~visitors or ~~the~~surface ~~lack~~high-intent ofbuyers. ~~funds~~Their tovalue ~~construct~~is in ordata ~~acquire~~storage ~~new~~and ~~buildings~~organization, ~~although all required building permits were obtained in connection with construction of the buildings. Building ownership certificates for the newly constructed buildings may~~ not ~~yet~~demand ~~have been obtained~~discovery. ~~Although~~VisitIQ ~~there~~enhances isCDPs ~~no legal requirement that educational institutions obtain these ownership certificates~~ by asupplying ~~specific~~identity ~~date~~resolution, ~~the~~behavior-backed ICPs, ~~failure~~lookalike toaudiences, ~~obtain~~and ~~these certificates will preclude educational institutions from mortgaging these properties until such certificates are obtained. Future buildings to be constructed may require a certain~~ real-time ~~period~~intent ~~after their completion to obtain the building ownership certificate. Although educational institutions have secured the land use rights over the land occupied by these buildings~~ and ~~have~~geo ~~invested~~signals—turning instatic ~~the~~profiles ~~construction~~into ofactionable ~~these~~targeting ~~buildings, we cannot assure you that educational institutions will obtain these certificates in a timely manner, or at all~~intelligence. ~~Any delay or failure in obtaining necessary approvals to maintain the legitimate use of educational institutions buildings may have an adverse impact on our business and operations.~~

~~Compliance~~Marketing ~~with~~Automation ~~rules and requirements applicable to public companies may cause us to incur increased costs, which may negatively affect our results of operations.~~Platforms

AsMarketing aautomation ~~U.S.~~systems ~~public~~manage ~~company~~emails, lifecycle wemessaging ~~will~~and ~~incur~~triggered ~~significant legal~~workflows, ~~accounting~~but ~~and~~are ~~other~~limited ~~expenses~~by ~~that~~their wereliance ~~did~~on ~~not~~imported ~~incur~~lists asand aprebuilt ~~private company~~segments. InThey ~~addition,~~do not ~~the~~determine ~~Sarbanes-Oxley~~who ~~Act,~~should asbe ~~well~~targeted asor ~~rules~~when. ~~subsequently~~VisitIQ ~~implemented~~strengthens bythese ~~the~~platforms ~~SEC,~~by ~~has~~feeding ~~required~~them ~~changes~~continuously inrefreshed ~~corporate~~audiences—ICPs, lookalikes, ~~governance~~intent-based ~~practices~~segments, ofand ~~U.S.~~geo-filtered ~~public~~groups—allowing ~~companies.~~campaigns ~~We expect these rules and regulations~~ to ~~increase~~execute ~~our~~with ~~legal,~~higher ~~accounting~~precision and ~~financial~~significantly less ~~compliance~~operational ~~costs~~work.

In addition, our administrative staff has been required to perform additional tasks. We have adopted additional internal controls and disclosure controls and procedures, adopted an insider trading policy and bear all of the internal and external costs of preparing and distributing periodic public reports in compliance with our obligations under the securities laws.16

~~Furthermore, changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes~~Demand-~~Oxley~~Side ~~Act~~Platforms and related regulations implemented by the Securities and Exchange Commission, are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. We are currently evaluating and monitoring developments with respect to new and proposed rules and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.(DSPs)

16DSPs optimize media buying, but their performance depends on the quality of the audiences provided to them. These DSPs cannot independently determine which prospects are most likely to convert. VisitIQ improves DSP efficiency by supplying identity-backed, high-intent audiences derived from real behavior, movement patterns and website activity, increasing return on advertising spending without changing how the DSP operates.

~~Table~~Data ofBrokers ~~Contents~~and Enrichment Providers

WeTraditional ~~will~~data ~~also~~brokers ~~incur~~offer ~~additional~~demographic, firmographic, ~~costs~~or ~~associated~~inferred ~~with~~interest ~~our~~data, ~~public~~but ~~company~~it ~~reporting~~is ~~requirements~~static, generalized and not tied to current buyer behavior. WeThese ~~are~~providers also ~~currently~~do ~~evaluating~~not ~~and~~identify ~~monitoring~~anonymous ~~developments~~traffic ~~with~~or ~~respect~~detect toreal-time ~~these~~intent. ~~new~~VisitIQ ~~rules,~~builds ~~and~~on weenrichment ~~cannot~~data ~~predict~~by oradding ~~estimate~~live ~~the~~identity ~~amount~~resolution, intent ofmapping, ~~additional~~and ~~costs~~movement-based weintelligence, ~~may~~transforming ~~incur~~enrichment orfrom ~~the~~a ~~timing~~static ofattribute ~~such~~set ~~costs~~into a dynamic source of targeting precision.

~~Changes~~VisitIQ’s Positioning in ~~U.S.~~the GTM ~~generally accepted accounting principles may impact our reported financial results of operations.~~Ecosystem

~~Our~~VisitIQ ~~consolidated~~is ~~financial~~not ~~statements~~a ~~are~~CDP, ~~prepared~~automation intool, DSP ~~accordance~~or ~~with~~enrichment Uvendor.S. ~~generally~~Instead, ~~accepted~~VisitIQ ~~accounting~~is ~~principles~~the ~~(“GAAP”).~~intelligence Alayer ~~change~~that inenhances ~~accounting~~all ~~standards~~of orthem. ~~practices~~By ~~can~~identifying ~~have~~who athe ~~significant~~right ~~effect~~audiences are ~~on our reported results~~ and ~~may~~when ~~even~~they ~~affect~~are ~~our~~most ~~reporting~~likely ofto ~~transactions~~convert, ~~completed~~VisitIQ ~~before~~enhances the ~~change~~performance ~~is effective. New accounting pronouncements and varying interpretations~~ of ~~accounting~~existing ~~pronouncements~~marketing ~~have~~technology ~~occurred~~systems ~~and~~rather than ~~are~~replacing ~~likely to occur in the future~~them. ~~Changes~~This topositioning ~~existing~~differentiates ~~rules~~VisitIQ orfrom ~~the~~both ~~questioning~~legacy oftools ~~current~~and ~~practices~~point ~~may~~solutions: ~~adversely~~it ~~affect~~is ~~our~~the ~~reported~~real-time ~~financial~~targeting platform ~~results~~that orpowers the ~~way~~entire weGTM ~~conduct our business~~stack.

InOur ~~June~~Competitive 2009, the FASB issued Accounting Standards Codification 810-10, “Consolidation—Overall” (“ASC 810-10”, previously SFAS 167, “Amendments to FASB Interpretation No. 46(R)”). This accounting standard is effective for our fiscal year beginning January 1, 2010. This accounting standard eliminates exceptions of the previously issued pronouncement related to consolidation of qualifying special purpose entities, contains new criteria for determining the primary beneficiary, and increases the frequency of required reassessments to determine whether a company is the primary beneficiary of a variable interest entity.Advantage

~~You~~VisitIQ’s ~~may~~competitive ~~face~~advantage ~~difficulties~~comes from its ability to identify the right audiences in ~~protecting~~real ~~your~~time ~~interests~~and ~~because~~activate wethem ~~conduct~~instantly ~~all~~across ofany ~~our~~marketing ~~operations~~channel. inThe ~~the~~platform continuously ~~PRC~~generates ~~and~~ live, data-backed ICPs to reflect who a brand’s most ofvaluable ~~our~~buyers ~~officers~~actually ~~reside~~are, inand it resolves anonymous website visitors with high accuracy, transforming invisible traffic into actionable opportunities. AI-driven lookalike modeling expands a company’s reach by identifying new prospects who mirror the ~~PRC~~behaviors, attributes, and conversion patterns of top customers.

WeReal-time ~~conduct~~intent ~~all~~signals ofhighlight ~~our~~individuals actively ~~operations~~researching inrelevant ~~the~~products ~~PRC. All~~or ~~of our officers~~competitors, ~~except~~while ~~our~~movement-based ~~Chief~~geo-targeting ~~Financial~~provides ~~Officer,~~a ~~reside~~layer inof ~~and~~offline ~~most~~intelligence that ofpinpoints ~~the~~shoppers ~~assets~~based ofon ~~those~~venue ~~persons~~visits, ~~are~~travel ~~located~~patterns inor ~~the~~local ~~PRC~~behavior. AsAll aof ~~result,~~this itintelligence ~~may~~becomes beexecutable ~~difficult~~through one-click, orcross-channel ~~impossible~~activation, ~~for~~allowing ~~you~~marketers to ~~bring~~launch anhigh-precision ~~action~~campaigns ~~against~~the usmoment inan ~~the~~audience ~~PRC~~is created. ~~Even~~Underpinning the ifentire ~~you~~platform ~~are~~is ~~successful~~a inprivacy-first ~~bringing~~data angovernance ~~action~~framework ofthat ~~this~~respects ~~kind~~consent, ~~you~~avoids ~~still~~cookies, ~~may~~enforces ~~not~~audience besuppression and ~~able~~maintains toenterprise-grade ~~enforce~~controls afor ~~judgment~~compliant, ~~against~~responsible ~~our~~data ~~assets or the assets of our directors and officers~~usage.

~~Risks~~Research ~~Related~~& ~~to our Securities~~Development

AsVisitIQ’s aR&D ~~result~~organization ofis building the ~~Merger,~~world’s most KLcomprehensive ~~became~~behavioral aintelligence ~~subsidiary~~infrastructure, ofprocessing ~~ours~~up ~~and since we are subject~~ to ~~the~~15 ~~reporting~~billion ~~requirements~~daily ofsignals ~~federal~~through ~~securities~~a ~~laws,~~multi-graph ~~this~~architecture that ~~can~~enables ~~be expensive and may divert resources from other projects~~real-time, ~~thus~~privacy-compliant ~~impairing~~audience ~~its~~discovery ~~ability~~independent toof ~~grow~~website traffic.

AsOur acore ~~result~~technological ofadvantage ~~the~~lies ~~Merger,~~in KLthree ~~became~~breakthrough capabilities athat ~~subsidiary~~competitors ofcannot ~~ours~~easily and, accordingly, is subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other federal securities laws, including compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC (including reporting of the Merger) and furnishing audited reports to stockholders will cause our expenses to be higher than they would have been if KL had remained privately held and did not consummate the Merger.replicate:

It(1) ~~may~~a bestreaming ~~time~~signal ~~consuming,~~processing ~~difficult~~pipeline that ~~and~~ingests ~~costly for us to develop~~ and ~~implement~~analyzes ~~the~~behavioral ~~internal~~data ~~controls~~in ~~and~~under ~~reporting~~60 ~~procedures~~minutes ~~required~~versus by the ~~Sarbanes~~24-~~Oxley~~72 ~~Act. We~~hour ~~will~~batch ~~need~~cycles toof ~~hire~~legacy ~~additional~~intent ~~financial~~providers ~~reporting~~like Bombora, (2) ~~internal~~a ~~controls~~multi-dimensional ~~and~~graph ~~other~~database ~~finance~~that ~~personnel~~simultaneously inqueries ~~order~~across tobehavioral, ~~develop~~identity, ~~and~~geographic, ~~implement appropriate internal controls~~ and ~~reporting~~temporal dimensions ~~procedures. If~~at wepetabyte ~~are~~scale ~~unable to comply~~ with ~~the internal controls requirements of the Sarbanes~~sub-~~Oxley~~500ms ~~Act~~latency, ~~then~~and (3) weprivacy-preserving ~~may~~identity ~~not~~resolution becustomers ~~able~~achieving up to ~~obtain~~85%+ ~~the~~match ~~independent~~rates ~~accountant~~without ~~certifications~~leveraging ~~required by such act~~PII, ~~which~~enabling ~~may~~customer compliance ~~preclude us from keeping our filings~~ with ~~the~~GDPR, ~~SEC~~CCPA, ~~current~~ and ~~interfere~~emerging ~~with~~regulations ~~the~~while ~~ability~~maintaining ofperson-level ~~investors~~targeting ~~to trade our securities and for our shares to continue to be quoted on the OTC Bulletin Board or to list on any national securities exchange~~precision.

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.17

~~Effective~~This ~~internal~~technical ~~control~~foundation isrepresents ~~necessary~~a ~~for~~2-3 usyear todevelopment lead ~~provide~~that ~~reliable~~creates ~~financial~~our ~~reports~~primary ~~and~~competitive ~~prevent fraud. If we cannot provide reliable financial reports or prevent fraud~~moat, weas ~~may~~evidenced ~~not~~by ~~be able to manage~~ our ~~business~~95% asannualized ~~effectively~~gross asretention werate ~~would if an effective control environment existed,~~ and ~~our~~annualized ~~business~~109% ~~and~~net retention ~~reputation with investors may be harmed. As a result~~rate, ~~our small size~~ and ~~any~~the ~~current~~computational ~~internal~~infeasibility ~~control~~of ~~deficiencies~~replicating ~~may adversely affect~~ our ~~financial~~query ~~condition,~~performance ~~results~~on oftraditional ~~operation~~relational ~~and~~databases ~~access to capital. We have not performed an in~~or single-~~depth~~graph ~~analysis to determine if historical un-discovered failures of internal controls exist, and may in the future discover areas of our internal control that need improvement~~architectures.

~~Public~~Our ~~company~~R&D ~~compliance~~roadmap ~~may~~focuses ~~make~~on itfour ~~more~~strategic ~~difficult~~priorities over tothe ~~attract~~next ~~and~~18 ~~retain officers and directors.~~months:

~~The~~(1) ~~Sarbanes-Oxley~~Signal ~~Act~~expansion ~~and~~from ~~rules~~up ~~implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these rules and regulations~~ to ~~increase~~15 ~~our~~billion ~~compliance costs in 2012 and beyond and~~ to ~~make~~20+ ~~certain~~billion ~~activities~~daily ~~more~~signals ~~time~~by ~~consuming~~integrating ~~and~~CTV/streaming ~~costly. As a public company~~video, wepodcast also expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a resultlistening, ~~it may be more difficult for us to attract~~ and ~~retain~~connected ~~qualified~~device ~~persons~~behaviors towhile ~~serve~~expanding on our ~~board~~Pulse oftaxonomy ~~directors~~from ~~or as executive officers~~40,000 ~~and~~ to ~~maintain~~100,000+ ~~insurance~~topics atusing ~~reasonable~~ML-driven ~~rates~~discovery, ~~or at all.~~

17(2) Enterprise platform capabilities including Snowflake-native data sharing, self-service APIs, and multi-tenant account management to unlock $10K-50K/month platform contracts versus current $500/month subscriptions,

~~Table~~(3) ofPredictive ~~Contents~~AI layer delivering propensity scores (purchase intent, churn risk), automated lookalike audiences, and natural language query interfaces that transform VisitIQ from descriptive behavioral data into prescriptive intelligence, and

~~Because~~(4) weEcosystem ~~became~~integration ~~public~~with bymajor ~~means~~CDPs of(Segment, amParticle), ~~reverse~~DSPs ~~merger~~(The Trade Desk, weGoogle ~~may~~DV360), ~~not~~and beuniversal ~~able~~ID frameworks (Unified ID 2.0, RampID) to ~~attract~~become ~~the~~essential ~~attention~~infrastructure ofrather ~~major~~than ~~brokerage~~a ~~firms~~point solution.

~~There~~With ~~may~~9 beengineers ~~risks~~(38% ~~associated~~of ~~with~~headcount) usand R&D ~~becoming~~representing ~~public~~nearly ~~through~~30% ~~a “reverse merger.” Securities analysts~~ of ~~major~~current ~~brokerage~~spend ~~firms~~(targeting ~~may~~20-25% ~~not~~at ~~provide~~$30M ~~coverage~~ARR), ofour ustechnology ~~since~~investments ~~there~~are isdesigned ~~no incentive~~ to ~~brokerage~~reach technical ~~firms~~escape tovelocity ~~recommend~~in the ~~purchase~~12-24 ofmonth ~~our~~window ~~common~~before ~~stock. No~~Salesforce, ~~assurance~~Adobe, ~~can~~and beOracle ~~given~~build ~~that~~competing ~~brokerage~~solutions, ~~firms~~positioning VisitIQ ~~will,~~as ineither ~~the~~a ~~future,~~strategic ~~want~~acquisition totarget ~~conduct~~($600M-900M ~~any~~at ~~offerings~~$60M onARR) ~~behalf~~or ofthe ~~our~~category-defining independent platform in post-~~Merger~~AI-search behavioral ~~company~~intelligence.

~~Our~~Regulatory ~~stock price may be volatile.~~Matters

~~The~~VisitIQ ~~market~~is ~~price~~subject to a number of ~~our~~U.S. federal ~~common~~and ~~stock~~state islaws ~~likely~~and regulations that involve matters central to beits ~~highly~~business. ~~volatile~~These laws and regulations may involve privacy, data protection and information security, intellectual property, competition, consumer protection, taxation, anti-bribery, anti-money laundering and corruption, economic or other trade prohibitions or sanctions or securities law compliance or other subjects. Many of the laws and regulations to which VisitIQ is subject are still evolving and being tested in courts and could ~~fluctuate~~be ~~widely~~interpreted and applied in ~~response~~a tomanner ~~various~~that ~~factors~~is inconsistent across jurisdictions and may also be inconsistent with VisitIQ’s current policies and practices, ~~many~~any or all of which could harm its business. In addition, the application and interpretation of these laws and regulations often are ~~beyond~~ambiguous ~~our~~or ~~control~~inconsistent, ~~including~~particularly in the ~~following:~~new and rapidly evolving industry in which VisitIQ operates, and the extent they apply to VisitIQ is at times unclear. Further, the impact of these laws and regulations may disproportionately affect VisitIQ’s business in comparison to its peers in the technology sector that have greater resources. Any failure or perceived failure by VisitIQ or the third parties we work with to comply with these laws and regulations may subject VisitIQ to, among other things, private litigation, regulatory investigations and enforcement actions, sanctions, civil and criminal liability, and constraints on its ability to continue to operate. Because global laws and regulations have continued to develop and evolve rapidly, it is possible that VisitIQ may not be, or may not have been, compliant with each such applicable law or regulation.

·VisitIQ ~~changes~~is also subject to a variety of U.S. state privacy laws. These laws impose a number of requirements on covered businesses and give state residents certain rights related to their personal information, including the right to access and delete their personal information, to receive detailed information about how their personal information is used and shared, and to opt out of certain sharing or uses of their personal information. While these laws are, in ~~our~~many ~~industry;~~ways, substantially similar, there are variations in the obligations they impose on covered businesses, and they may be interpreted differently in the future by government officials.

~~· competitive pricing pressures;~~18

·VisitIQ also faces increasingly stringent data protection laws and regulations outside of the United States. For example, in connection with our ~~ability~~planned expansion into European markets, VisitIQ anticipates being subject to ~~obtain~~both ~~working~~the ~~capital~~European ~~financing;~~and UK General Data Protection Regulation (“GDPR”), which impose stringent operational requirements for entities processing personal information and penalties for non-compliance that include bans on processing personal data and fines of up to €20 million (or £17.5 million under UK GDPR) or 4% of the non-compliant company’s annual global revenues, whichever is greater.

·For ~~additions~~additional information about VisitIQ’s approach to laws and regulations relating to privacy, data protection and information security, please see the section titled “Risk Factors-Risks Related to Data Collection and Security, Intellectual Property and Technology Industry Regulations.” Many of these laws and regulations are subject to change and uncertain interpretation, and could result in investigations, claims, changes to VisitIQ’s business practices, increased cost of operations and declines in user growth, retention, or ~~departures~~engagement, any of ~~key~~which ~~personnel;~~could significantly harm our business.

·Data ~~limited “public float” following the Merger~~Privacy, inSecurity ~~the~~& ~~hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;~~Compliance

·VisitIQ ~~sales~~operates ofon ~~our~~a ~~common~~“privacy-first” architecture ~~stock;~~designed to meet evolving regulatory requirements, industry expectations, and customer risk standards. Our products are built to maximize marketing performance without compromising consumer trust or compliance obligations. The following principles guide our approach:

~~· our ability to execute our business plan;~~Privacy-By-Design

·VisitIQ ~~operating~~develops ~~results~~all ~~that~~data ~~fall~~products ~~below~~and platform ~~expectations;~~features using a privacy-by-design methodology. This includes data minimization, transparent processing practices, clear consumer opt-out mechanisms and strict internal controls around how data is collected, used and retained. Each new feature undergoes a privacy and compliance review to ensure alignment with applicable U.S. and international regulations. The platform avoids reliance on third-party cookies, prioritizes deterministic and permission-based data sources and uses industry-standard methods for identity resolution and enrichment.

·Data ~~loss~~Collection of& ~~any strategic relationship;~~Use

·VisitIQ ~~regulatory~~collects ~~developments;~~data from websites, mobile apps, public sources, data compilers and commercial partners. This may include identity attributes, demographic information, behavioral patterns, movement data, digital engagement signals, device identifiers, inferred characteristics and consumer interest categories. This data supports the construction of audience intelligence, identity graphs, lookalike models, buyer-intent signals and geo-based targeting layers used across digital and traditional marketing channels. Information may also be used to validate, enhance and maintain internal systems, support product development, and provide fraud-prevention capabilities. VisitIQ does not collect data for purposes unrelated to marketing, nor does it use sensitive categories in ways prohibited by law or industry standards.

·Consumer ~~economic and other external factors;~~Controls

·Consumers ~~period~~may opt out of VisitIQ’s marketing database at any time using the “Do Not Sell My Personal Information” link on its website. Opt-out requests remove an individual’s data from active marketing use and place it on a suppression list to~~-period~~ ~~fluctuations~~prevent inreintroduction. ~~our~~California residents ~~financial~~receive ~~results;~~additional rights under the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act (“CPRA”), including the right to access personal information, request deletion of data collected directly from them and opt out of the sale or sharing of personal information. VisitIQ verifies consumer identity before fulfilling requests to prevent unauthorized access. VisitIQ does not knowingly collect data from individuals under the age of 16 without appropriate legal consent.

·Security ~~inability~~Architecture ~~to develop or acquire new or needed technology.~~

InVisitIQ ~~addition~~employs an enterprise-grade security architecture designed to protect data at rest and in transit. Core controls include encryption, ~~the~~hashing, ~~securities~~tokenization, ~~markets~~network-level firewalls, ~~have~~access-control ~~from~~policies, ~~time~~multi-factor toauthentication, ~~time~~logging ~~experienced~~and ~~significant~~monitoring ~~price~~systems, and ~~volume~~routine ~~fluctuations~~security ~~that~~reviews. Production and development environments are ~~unrelated~~separated toand ~~the~~access ~~operating~~is ~~performance~~granted ofbased ~~particular~~on ~~companies~~least-privilege principles. ~~These~~ ~~market~~Although ~~fluctuations~~no ~~may~~system can ~~also~~guarantee ~~materially~~absolute ~~and~~protection ~~adversely~~from ~~affect~~cyberattacks, ~~the~~VisitIQ ~~market~~invests ~~price~~in ofsecurity ~~our~~infrastructure, ~~common~~vendor ~~stock~~assessments and continuous monitoring to minimize risk and maintain data integrity.

~~We have not paid dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock.~~19

WeGovernance have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

~~Our~~Data ~~shares~~governance ofis ~~common~~embedded ~~stock~~directly ~~are~~into VisitIQ’s ~~very~~platform ~~thinly~~and ~~traded~~internal workflows. VisitIQ maintains suppression lists, audit logs, change-tracking records, permissions-based user access and ~~the~~defined ~~price~~review ~~may~~procedures. ~~not~~All ~~reflect~~data ~~our~~updates, ~~value~~enrichment routines and ~~there~~outbound ~~can~~data beflows nofollow ~~assurance~~structured ~~that~~governance policies ~~there~~supporting ~~will~~accuracy, beaccountability anand ~~active~~responsible ~~market~~use. ~~for~~Enterprise ~~our~~customers ~~shares~~may ofapply ~~common~~custom ~~stock~~permissioning, ~~either~~review ~~now~~workflows and ordata-access inconfigurations ~~the~~to ~~future~~align VisitIQ with their own compliance frameworks. Governance controls also ensure data partners and service providers comply with contractual privacy obligations.

~~Our~~Global ~~shares~~Regulatory ofCompliance common stock are very thinly traded, only a small percentage of our common stock is available to be traded and is held by a small number of holders and the price, if traded, may not reflect our actual or perceived value. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. The market liquidity will be dependent on the perception of our operating business, among other things. We will take certain steps including utilizing investor awareness campaigns, press releases, road shows and conferences to increase awareness of our business and any steps that we might take to bring us to the awareness of investors may require we compensate consultants with cash and/or stock. There can be no assurance that there will be any awareness generated or the results of any efforts will result in any impact on our trading volume. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business and trading may be at an inflated price relative to the performance of our company due to, among other things, availability of sellers of our shares. If a market should develop, the price may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms or clearing firms may not be willing to effect transactions in the securities or accept our shares for deposit in an account. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of low priced shares of common stock as collateral for any loans.

18VisitIQ adheres to the requirements of CCPA, CPRA, and other applicable U.S. state privacy laws. The company also supports best-effort compliance with GDPR and other international regulations governing data processing, consumer rights, and cross-border data movement. Internal policies align with industry standards for consent management, data retention, purpose limitation, opt-out processing, and security controls. As global privacy frameworks evolve, VisitIQ updates its data practices, contractual terms, and internal processes to ensure continued compliance.

~~Table~~Our ofEmployees ~~Contents~~and Human Capital Resources

~~There~~As isof ~~currently~~August 31, 2025, VisitIQ had a ~~limited~~total of ~~liquid~~24 ~~trading~~employees ~~market~~and ~~for~~independent ~~our~~contractors. ~~common~~As ~~stock~~of April 30, 2026, VisitIQ had a total of 22 employees and weindependent ~~cannot~~contractors. The ~~ensure~~decrease ~~that~~reflects ~~one~~operational ~~will~~systemic ~~ever~~efficiencies. ~~develop~~VisitIQ orsupplements beits ~~sustained~~workforce with contractors and consultants.

To ~~date~~our ~~there~~knowledge, ~~has~~none ~~been~~of aVisitIQ’s employees ~~limited~~is ~~trading~~represented ~~market~~by ~~for~~a ~~our~~labor ~~common~~union ~~stock. We~~or ~~cannot~~covered ~~predict~~by ~~how~~a ~~liquid~~collective ~~the~~bargaining ~~market for our common stock might become~~agreement. We ~~anticipate~~VisitIQ ~~having~~has ~~our~~not ~~common~~experienced ~~stock~~any ~~continue~~work stoppages, toand beit ~~quoted~~considers ~~for~~its ~~trading~~relations onwith ~~the~~its ~~OTC~~employees ~~Bulletin~~to ~~Board, however, we cannot~~ be ~~sure~~good. ~~that~~VisitIQ’s ~~such~~human ~~quotations~~capital ~~will~~resources ~~continue. As~~objectives ~~soon~~ include, as isapplicable, ~~practicable~~identifying, ~~we anticipate applying for listing of our common stock on either the NYSE Amex~~recruiting, ~~The NASDAQ Capital Market or other national securities exchange~~retaining, ~~assuming~~incentivizing ~~that~~and weintegrating ~~can~~our ~~satisfy~~existing ~~the~~and ~~initial~~new ~~listing standards for such exchange~~employees. We ~~currently~~The doprincipal purposes ~~not~~of ~~satisfy~~VisitIQ’s ~~the~~equity ~~initial~~incentive ~~listing~~plan ~~standards,~~are ~~and cannot ensure that we will be able~~ to ~~satisfy~~attract, ~~such~~retain ~~listing~~and ~~standards~~reward orpersonnel ~~that~~through ~~our common stock will be accepted for listing on any such exchange. Should we fail to satisfy~~ the ~~initial~~granting ~~listing standards~~ of ~~such~~share-based compensation ~~exchanges,~~awards orin ~~our~~order ~~common~~to ~~stock~~increase isstockholder ~~otherwise~~value ~~rejected for listing~~ and ~~remain listed on~~ the ~~OTC~~success ~~Bulletin~~of ~~Board~~VisitIQ orby ~~suspended~~motivating ~~from~~such ~~the~~individuals ~~OTC~~to ~~Bulletin~~perform to ~~Board,~~ the ~~trading~~best ~~price~~ of ~~our~~their ~~common~~abilities ~~stock could suffer~~ and ~~the~~achieve ~~trading~~VisitIQ’s ~~market for our common stock may be less liquid and our common stock price may be subject to increased volatility~~objectives.

~~Furthermore,~~Intellectual for companies whose securities are traded in the OTC Bulletin Board, it is more difficult (1) to obtain accurate quotations, (2) to obtain coverage for significant news events because major wire services generally do not publish press releases about such companies, and (3) to obtain needed capital.Property

~~Our~~We ~~common~~have ~~stock~~a ~~may~~portfolio beof ~~deemed~~registered aU.S. trademark ~~“penny~~applications ~~stock~~and registrations,” ~~which~~including ~~would~~VISITID ~~make~~and itVISITIQ. ~~more~~In ~~difficult~~addition, ~~for~~we enter into confidentiality agreements and invention or work product assignment agreements with employees and contractors involved in the development of our ~~investors~~proprietary intellectual property. We intend to ~~sell~~pursue ~~their~~additional ~~shares~~intellectual property protection to the extent we believe it would be beneficial and cost effective.

Our common stock may be subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The penny stock rules generally apply to companies whose common stock is not listed on The NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.20

~~Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.~~Facilities

IfVisitIQ’s ~~our~~principal ~~stockholders~~office ~~sell~~is ~~substantial~~located at ~~amounts~~729 ofN ~~our~~Washington ~~common stock in the public market~~Ave, ~~the~~Suite ~~expiration of any statutory holding period~~600, ~~under Rule 144~~Minneapolis, itMN ~~could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall~~55401. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

~~Because~~VisitIQ ~~our~~believes ~~directors~~that ~~and~~its ~~executive~~facilities ~~officers~~ are suitable ~~among~~to ~~our~~meet ~~largest~~its ~~stockholders,~~current ~~they~~needs. ~~can~~VisitIQ ~~exert~~intends ~~significant~~to ~~control~~expand ~~over~~its ~~our~~facilities ~~business~~or ~~and~~add ~~affairs~~new facilities as it grows, and ~~have~~it ~~actual~~believes that suitable additional or ~~potential~~alternative ~~interests~~space ~~that~~will ~~may~~be ~~depart~~available ~~from~~on ~~those~~commercially ofreasonable ~~our~~terms ~~other~~as ~~stockholders~~needed to accommodate any such growth.

~~Our~~Corporate directors and executive officers will own or control a significant percentage of the common stock following the Merger. Additionally, the holdings of our directors and executive officers may increase in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted or if they otherwise acquire additional shares of our common stock. Following the Merger, our Chairman and Chief Executive Officer, Ren Zhiqing, beneficially owns 20,400,000 shares of our common stock, or a total of approximately 68% of the voting power of all our outstanding shares of stock. The interests of such persons may differ from the interests of our other stockholders. As a result, in addition to their board seats and offices, such persons will have significant influence over and control all corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders may vote, including the following actions:Information

·The Company was incorporated in the State of Nevada on March 31, 2009 under the name Designer Export, Inc. On June 30, 2010, in connection with a reverse merger transaction, the Company changed its name to ~~elect~~China orBilingual ~~defeat~~Technology & Education Group Inc. The Company ceased filing reports with the SEC ~~election~~in of2012 ~~our~~and ~~directors;~~appears to have ceased operations at that time and its corporate charter was revoked. From 2016 to 2018, the Company was subject to a Nevada Court Custodianship Proceeding and, in April 2017, the Company changed its name to Capstone Technologies Group, Inc. On March 31, 2020, the Company was placed into a custodianship.

·In January 2021, shares of the Company were purchased by a current investor in the Company from the former custodian, triggering a change in control and the resignation of the custodian from all positions with the Company. In 2021 and 2022, the Company invested in preferred stock and debt instruments of DrivenIQ Corporation (“DrivenIQ”). In 2024, the Company foreclosed upon the assets of DrivenIQ in connection with DrivenIQ’s default on certain debt instruments issued to ~~amend~~the orCompany. ~~prevent~~In ~~amendment~~connection with the foreclosure, the Company formed VisitIQ, LLC which assumed the assets of ~~our~~DrivenIQ ~~Certificate~~foreclosed upon by the Company and assumed approximately $2,570,000 of ~~Incorporation~~DrivenIQ liabilities. orIn ~~By-laws;~~March 2025, the Company changed its name to “VisitIQ Corp.”

·The toCompany’s ~~effect~~principal oroffice ~~prevent~~is located aat ~~merger~~729 N Washington Ave, ~~sale~~Suite of600, ~~assets~~Minneapolis, MN 55401. Our website address is https://visitiq.io. Information contained on our website or ~~other~~connected ~~corporate~~thereto ~~transaction;~~does not constitute part of, and is not incorporated by reference into, this Annual Report.

~~· to control the outcome of any other matter submitted to our stockholders for vote.~~21

InItem ~~addition,~~1A. ~~such~~Risk persons’ stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock priceFactors.

19In addition to the other information set forth in this Annual Report on Form 10-K, you should carefully consider the risks and uncertainties described below, which could materially adversely affect our business, operating results, financial condition, and cash flow.

~~Table~~Risks ofRelated ~~Contents~~to Our Business and Our Industry

Our success and revenue growth depends on our ability ~~ITEM~~to ~~1B.~~add ~~UNRESOLVED~~and ~~STAFF~~retain ~~COMMENTS~~customers.

~~Not~~Our ~~applicable~~success is dependent on regularly adding new customers and increasing our existing customers’ usage of our platform and added features. Our customers may also choose to decrease their overall marketing spend for any reason, including if they do not believe they are generating a sufficient return on their marketing spend. Further, we may not be successful at educating and training our new and existing customers on how to use our platform.

~~ITEM~~Accordingly, 2.we ~~PROPERTIES~~must continually work to win new customers and educate and retain existing customers, increase their usage of our platform and capture a larger share of their marketing spend.

~~All~~We ~~land~~are insubject ~~the PRC is owned by the government and cannot be sold~~ to ~~any~~payment-related risks ~~individual~~if orcustomers ~~entity. Instead~~dispute, ~~the~~do ~~government~~not ~~grants~~pay ortheir ~~allocates landholders a "land use right~~invoices," ~~which~~or wedecrease ~~sometimes~~their ~~refer~~amount ~~to informally as land ownership. There are four methods to acquire land use rights in the PRC: (1) grant~~ of ~~the~~spend ~~right~~due to ~~use~~unforeseen ~~land;~~downturns (2) assignment of the right to use land; (3) lease of the right to use land; and (4) allocated land use rights. In comparison with Western common law concepts, granted land use rights are similar to life estates and allocated land use rights are in ~~some~~their ~~ways similar to leaseholds~~financial condition. ~~Granted~~Any ~~land~~decreases ~~use~~or ~~rights~~significant ~~are~~delays ~~provided by the government~~ in ~~exchange~~payments ~~for~~could ahave ~~grant fee, and carry the rights to pledge, mortgage, lease, and transfer within the term of the grant. Land is granted for~~ a ~~fixed~~material ~~term,~~adverse ~~generally~~effect 70on ~~years~~our ~~for residential use~~business, 50operating ~~years for industrial use,~~ results and 40financial ~~years for commercial and other use~~condition. ~~The~~These ~~term~~risks ismay ~~renewable in theory. Unlike the typical case in Western nations, granted land must~~ be ~~used~~heightened ~~for~~during ~~the~~economic ~~specific~~downturns ~~purpose~~or ~~for~~customer ~~which~~impacts itfrom ~~was~~such ~~granted. Allocated land use rights are generally provided by the government for an indefinite period (usually to state-owned entities) and cannot be pledged~~downturns, ~~mortgaged,~~including supply ~~leased,~~chain disruptions or ~~transferred by the user~~shortages. ~~Allocated land can be reclaimed by the government at any time. Allocated land use rights may be converted into granted land use rights upon the payment of a grant fee to the government.~~

~~Shanxi~~We ~~Taiji~~may ~~holds~~become involved in disputes with our customers over the ~~certificate~~operation of ~~ownership~~our platform, the terms of ~~property~~our agreements or our billings for purchases made by them through our platform. In the past, certain customers have sought to slow their payments to us or been forced into filing for bankruptcy protection, resulting in delay or cancelation of their pending payments to us. In certain cases, customers have been unable to timely make payments, and we have suffered losses. Certain of our contracts with marketing agencies state that if their customer does not pay the ~~PRC~~agency, the agency is not liable to us, and we must seek payment solely from their customer, a type of arrangement called sequential liability. Contracting with these agencies, which ~~indicates:~~in some cases have or may develop higher-risk credit profiles, may subject us to greater credit risk than if we were to contract directly with the customer.

Certificate No.	How Held	Location	Purpose	Area (sq. m.)	Reg. Date
Shanxi North Campus
Bing Govt. Land (2000) No. 00048	Granted	18 Longbao Street Taiyuan, Shanxi	For Education	19,865	May 2002
Bing Govt. Land (2000) No. 00047	Granted	18 Longbao Street Taiyuan, Shanxi	For Education	28,502	May 2002
Bing Govt. Land (2006) No. 20196	Allocated	18 Longbao Street Taiyuan, Shanxi	For Education	44,251	September 2006
Bing Govt. Land (2000) No. 20087	Allocated	40 Double Tower South Road Taiyuan, Shanxi	For Dormitory	6,763	February 2006
Shanxi South Campus
Jing Kai Govt. Land (2007) No. 0206005	Allocated	108 State Road south, Yu tai Road, Jinzhong, Shanxi	For Education	8,399	April 2007
Jing Kai Govt. Land (2007) No. 0206004	Allocated	108 State Road south, Yu tai Road, Jinzhong, Shanxi	For Education	38,399	April 2007
Jing Kai Govt. Land (2008) No. 0206010	Granted	108 State Road south, Yu tai Road, Jinzhong, Shanxi	For Education	113,983	August 2006
Jing Kai Govt. Land (2009) No. 0206002	Allocated	108 State Road south, Yu tai Road, Jinzhong, Shanxi	For Education	141,040	April 2009
Jing Kai Govt. Land (2008) No. 0206011	Granted	108 State Road south, Yu tai Road, Jinzhong, Shanxi	For Education	8,609	September 2008
Sichuan Guang’an School
China registered (2002) No. 1437	Allocated	Shanhe Duan, Guanghua St. Huaying City, Sichuan	For Education	81,549	July 2002
China registered (2004) No. 1505	Allocated	Shanhe Duan, Guanghua St. Huaying City, Sichuan	For Education & Dormitory	7,911	November 2004

If we are unable to collect customers’ fees on a timely basis or at all, we could incur write-offs for bad debt, which could have a material adverse effect on our business, operating results and financial condition for the periods in which the write-offs occur. In the future, bad debt may exceed reserves for such contingencies, and our bad debt exposure may increase over time. Even if we are not paid by our customers on time or at all, we may still be obligated to pay for the inventory we have purchased for our customers’ marketing campaigns, and consequently, our results of operations and financial condition would be adversely impacted.

20We may experience fluctuations in our operating results which could make our future operating results difficult to compare and predict. Consequently, we may not be able to meet our expectations or those of securities analysts and investors.

~~Table~~Our quarterly and annual operating results have fluctuated in the past, and we expect our future operating results to fluctuate due to a variety of ~~Contents~~factors, many of which are beyond our control. Our liquidity and revenue can fluctuate quarter to quarter as certain of our customers have seasonal marketing activity. In addition, the varying nature of our pricing mix between periods, customers and products may also make it more difficult for us to forecast our future operating results. Further, these factors may make it more difficult to make comparisons between prior, current and future periods. As a result, period-to-period comparisons of our operating results should not be relied upon as an indication of our future performance.

~~ITEM 3. LEGAL PROCEEDINGS~~22

~~From~~In ~~time to time~~addition, ~~we may become involved in various lawsuits and legal proceedings which arise in~~ the ~~ordinary~~following ~~course~~factors ofmay ~~business.~~cause ~~We are currently not a party to any legal proceeding and are not aware of any legal claims that we believe will have a material adverse effect on~~ our ~~business, financial condition or~~ operating results. to fluctuate:

~~ITEM~~● 4.changes ~~MINE~~in ~~SAFETY~~our ~~DISCLOSURE~~pricing policies, the pricing policies of our competitors and the pricing or availability of data or other third-party services;

~~Not~~● ~~applicable.~~ the seasonal budgeting cycles and internal marketing budgeting and strategic purchasing priorities of our customers;

~~PART~~● IIour ability to retain and attract top talent;

~~ITEM~~● 5.our ~~MARKET~~ability ~~FOR~~to ~~COMMON~~anticipate ~~EQUITY~~or ~~AND~~respond ~~RELATED~~to ~~STOCKHOLDER~~changes ~~MATTERS~~in the competitive landscape, or improvements in the functionality of competing solutions that reduce or eliminate one or more of our competitive advantages;

~~Our~~● ~~common~~our ~~stock~~ability ~~has been quoted on the OTC Bulletin Board under the symbol CBLY.OB since July 29, 2010. Prior~~ to ~~July~~maintain ~~29,~~and ~~2010,~~expand ~~there was no active market for~~ our ~~common~~relationships ~~stock.~~with ~~Trading~~data ofcenters ~~our~~and ~~common~~strategic ~~stock~~third-party ~~commenced~~technology ~~on September 28~~vendors, ~~2010. As~~who ofprovide ~~November~~floor 28space, ~~2012~~bandwidth, ~~there~~cooling ~~were~~and 56physical ~~holders~~security ofservices ~~record~~on ofwhich our ~~common~~platform ~~stock according to our transfer agent records.~~ operates;

~~The~~● ~~following~~our ~~table~~ability ~~sets~~to ~~forth~~successfully ~~the~~expand ~~high and low bid prices for~~ our ~~common~~business stock for the periods indicated, as reported by the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.internationally;

Year Ended August 31, 2012	High Price		Low Price
1st Quarter Ended November 30, 2011	$	2.65	$	0.51
2nd Quarter Ended February 28, 2012	$	2.25	$	0.55
3rd Quarter Ended May 31, 2012	$	1.05	$	0.31
4th Quarter Ended August 31, 2012	$	1.03	$	0.51

●

the emergence of significant privacy, data protection, security or other threats, regulations or requirements applicable to our business and shifting views and behaviors of consumers concerning use of data and data privacy;

Year Ended August 31, 2011	High Price		Low Price
1st Quarter Ended November 30, 2010	$	4.40	$	3.04
2nd Quarter Ended February 28, 2011	$	4.00	$	2.50
3rd Quarter Ended May 31, 2011	$	3.82	$	1.30
4th Quarter Ended August 31, 2011	$	3.25	$	1.05

●

general economic and market conditions, including as a result of changes in U.S. trade policies, such as new or increased tariffs and retaliatory responses from other countries, and the resulting impact on our customers’ businesses;

~~The~~● ~~last~~extraordinary ~~reported~~expenses, ~~sales~~such ~~price~~as oflitigation ~~our~~or ~~common~~other ~~stock~~dispute-related onsettlement ~~the~~payments; ~~OTC Bulletin Board on November 28, 2012 was $0.45 per share.~~and

~~The~~● ~~Securities~~future ~~and~~accounting ~~Exchange~~pronouncements ~~Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share~~ or ~~with~~changes an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in ~~penny~~our ~~stocks~~accounting ~~and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased~~policies. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

~~Description~~Any one of ~~Securities~~the factors referred to above or herein or the cumulative effect of any combination of factors referred to above or herein may result in our operating results that are below our expectations and the expectations of securities analysts and investors, or may result in significant fluctuations in our quarterly and annual operating results, including fluctuations in our key performance indicators (“KPIs”). This variability and unpredictability could result in our failure to meet our business plan or the expectations of securities analysts or investors for any period. In addition, a significant percentage of our operating expenses are fixed in nature in the short term and based on forecasted revenue trends. Accordingly, in the event of revenue shortfalls, we are generally unable to mitigate the negative impact on our results of operations in the short term.

~~Common~~If ~~Stock~~we do not manage our growth effectively, the quality of our platform and solutions may suffer, and our business, operating results and financial condition may be adversely affected.

WeThe ~~are~~planned ~~authorized~~growth toin ~~issue~~our ~~75,000,000~~business ~~shares~~may place ofdemands ~~common~~on ~~stock~~our infrastructure and our operational, ~~$0.001~~managerial, ~~par~~administrative ~~value~~and ~~per~~financial ~~share~~resources. As Our success will depend on the ability of ~~November~~ ~~28,~~our ~~2012 there~~management ~~were~~to 30manage growth effectively. Among other things,~~069,629~~ ~~common~~this ~~shares~~will ~~issued~~require ~~and~~us ~~outstanding.~~at various times to:

~~The~~● ~~holders~~strategically ofinvest ~~our~~in ~~common stock have equal ratable rights to dividends from funds legally available if and when declared by~~ the ~~Company’s~~development ~~board of directors~~ and ~~are~~enhancement ~~entitled to share ratably in all~~ of our ~~assets~~platform available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription or conversion rights and ~~there~~data ~~are~~center ~~no redemption or sinking fund provisions or rights. Our common stock holders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.~~infrastructure;

~~All~~● ~~shares~~improve ofcoordination ~~common~~among ~~stock~~our ~~now~~engineering, ~~outstanding are fully paid for and non-assessable. Our Articles of Incorporation~~product, ~~Bylaws~~operations and ~~the~~other ~~applicable~~support statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities. All material terms of our common stock have been addressed in this section.organizations;

~~Holders~~● ofmanage ~~shares~~multiple ofrelationships ~~our~~with ~~common~~various ~~stock do not have cumulative voting rights~~partners, ~~which~~customers ~~means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose,~~ and, inother ~~that~~third ~~event, the holders of the remaining shares will not be able to elect any of the Company’s directors.~~parties;

21● develop our operating, administrative, legal, financial and accounting systems and controls; and

~~Table~~● recruit, hire, train and retain personnel, especially those possessing extensive engineering skills and experience in complex technologies and data sciences, of ~~Contents~~which there is limited supply and increasing demand.

~~Preferred~~If ~~Stock~~we do not manage our growth well, the efficacy and performance of our platform may suffer, which could harm our reputation, reduce demand for our platform and solutions and have an adverse effect on our business, operating results and financial condition.

AsOur ofindustry ~~November~~is ~~28,~~intensely ~~2012~~competitive, and if we ~~are~~do not ~~authorized~~effectively compete against current and future competitors or fail to ~~issue~~innovate ~~shares~~and ofmake ~~preferred~~the ~~stock~~right investment decisions in our product offerings and platform, our business, operating results and financial condition could be harmed.

~~Dividends~~Our industry is intensely competitive. To sustain and grow our revenue, we must continuously respond to the different trends driving our industry.

~~The~~There ~~Company~~ has ~~not~~also ~~paid~~been ~~any~~rapid ~~cash~~evolution ~~dividends~~and consolidation toin ~~common~~the ~~stock~~marketing ~~shareholders. The~~technology ~~declaration~~industry, ofand ~~any~~we ~~future~~expect ~~cash~~this ~~dividends~~trend isto atcontinue. ~~the~~Larger ~~discretion~~companies oftypically ~~the~~have ~~Company’s~~more assets ~~board~~to ofpurchase ~~directors~~emerging ~~and~~companies ~~depends upon~~or ~~the Company’s earnings~~technologies, ifwhich ~~any,~~gives ~~the~~them ~~Company’s~~a ~~capital~~competitive ~~requirements~~edge. ~~and~~If ~~financial~~we ~~position,~~are ~~the~~not ~~Company’s~~able ~~general~~to ~~economic~~effectively ~~conditions,~~compete with ~~and~~these ~~other~~consolidated ~~pertinent~~companies, ~~conditions. It~~we ismay ~~the~~not ~~Company’s~~be ~~present~~able ~~intention not~~ to ~~pay~~maintain ~~any~~our ~~cash~~market ~~dividends~~share inand ~~the~~may ~~foreseeable~~experience ~~future,~~a ~~but~~reduction ~~rather to reinvest earnings, if any,~~ in ~~the~~our ~~Company’s business operations~~revenue.

~~Warrants~~23

AsOur industry is subject to rapid and frequent changes in technology, evolving customer needs and the frequent introduction of ~~November~~new 28and enhanced offerings by our competitors, making ~~2012~~it intensely competitive. To sustain and grow our revenue, we must continuously respond to the different trends driving our industry. We must regularly make investment decisions regarding offerings and technology to maintain the technological competitiveness of our products and platform and meet customer demand and evolving industry standards. As we continue to grow and attract a broader customer base, we will have noto ~~outstanding~~invest ~~warrants~~more time and effort to ~~purchase~~maintain ~~shares~~a certain level of ~~the~~performance ~~Company’s~~in ~~common~~our ~~stock~~products and platform.

~~Options~~The complexity and uncertainty regarding the development of new technologies and the extent and timing of market acceptance of innovative products and solutions create difficulties in maintaining this competitiveness. The success of any enhancement or new solution depends on many factors, including timely completion, adequate quality testing, appropriate introduction and market acceptance. If our competitors are able to orientate their product to meet the specific needs of a particular industry better than us, they may be able to amass market share faster than us and by consequence, reduce our current and future revenues.

AsWithout the timely introduction of ~~November~~new products, 28solutions and enhancements, ~~2012~~our offerings could become technologically or commercially obsolete over time, or we ~~have~~may be norequired ~~outstanding~~to ~~options~~make unanticipated and costly changes to ~~purchase~~our ~~shares~~platform ~~the~~or ~~Company~~business model, in which case our revenue and operating results would suffer. New customer demands, superior competitive offerings or new industry standards could require us to make unanticipated and costly changes to our platform or business model. If we fail to enhance our current products and solutions or fail to develop new products to adapt to our rapidly changing industry or to evolving customers’s ~~common~~needs, ~~stock~~demand for our platform could decrease, and our business, operating results and financial condition may be adversely affected.

~~Transfer~~Our ~~Agent~~success depends on our ability to retain key members of our management team, and on our ability to hire, train, retain and motivate new employees.

Our ~~transfer~~success ~~agent~~depends isupon ~~Island~~the ~~Stock~~continued service ~~Transfer~~of members of our senior management team and other key employees. We do not maintain “key person” insurance for any member of our senior management team or any of our other key employees. Our senior management and key personnel are all employed on an at-will basis, ~~15500~~which ~~Roosevelt~~means ~~Boulevard~~that they could terminate their employment with us at any time, ~~Suite~~for ~~301~~any reason and without notice. As a result, ~~Clearwater~~we may be unable to retain them, FLwhich ~~33760~~could make it difficult to operate our business, cause us to lose expertise or know-how and increase our recruitment and training costs.

~~Recent~~Our ~~Sales~~success also depends on our ability to hire, train, retain and motivate new employees. We have incurred stock-based compensation expense and will continue to incur stock-based compensation expense in future years as a result of ~~Unregistered~~our ~~Securities~~VisitIQ Corp. 2025 Incentive Award Plan (the “Incentive Plan”), under which we grant time-based stock option awards. Competition for employees in our industry can be intense, and we compete for experienced personnel with many companies that have greater resources than we have. We believe that there is significant competition for sales personnel with the sales skills and technical knowledge that we require. Our ability to achieve growth in revenue in the future will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of sales personnel with relevant industry knowledge and strong selling skills.

OnAcquisitions ~~June~~or ~~16,~~strategic ~~2012,~~investments could ~~the~~be ~~Company~~difficult ~~issued~~to ~~55,101~~identify ~~shares~~and ofmay ~~previously~~divert ~~accrued~~the ~~restricted~~attention ~~common~~of ~~stock~~management ~~accounted~~and ~~for~~disrupt asour ~~stock based compensation including 29~~business,~~191~~ ~~shares~~dilute tostockholder ~~its~~value ~~Chief~~and adversely ~~Financial~~affect ~~Officer,~~our 2business,~~955~~ ~~shares~~operating ~~each~~results ~~to two of its independent directors, Dora Dong~~ and ~~Jun Zhang, and 20,000 shares to its~~ financial ~~controller~~condition.

~~The~~As ~~above-mentioned~~part ~~securities~~of ~~were~~our ~~not~~growth ~~registered~~strategy, ~~under~~we ~~the~~may acquire ~~Securities~~or ~~Act~~invest ofin ~~1933. The~~other ~~issuance~~businesses, ofassets ~~these~~or ~~shares~~technologies ~~was~~that ~~exempt~~are ~~from~~complementary ~~registration~~to and fit within our strategic goals. Acquisitions are inherently risky and if they fail, they can result in ~~part~~costly ~~pursuant~~remediating tosteps ~~Regulation~~such Sas litigation and ~~Regulation~~divesture. DAny ~~under~~acquisition or investment may divert the ~~Securities~~attention ~~Act~~of management and require us to use significant amounts of ~~1933~~cash, issue dilutive equity securities or incur debt. The anticipated benefits of any acquisition or investment may not be realized, and inwe ~~part~~may ~~pursuant~~be exposed to ~~Section~~unknown risks, ~~4(2)~~any of ~~the~~which ~~Securities~~could ~~Act~~adversely ofaffect ~~1933.~~our business, operating results and financial condition, including risks arising from:

~~ITEM~~● 6.ineffectiveness ~~SELECTED~~or ~~FINANCIAL~~incompatibility ~~DATA~~of acquired technologies or solutions;

~~Not applicable.~~24

22● potential loss of key employees of the acquired businesses;

~~Table~~● inability to maintain key business relationships and reputations of ~~Contents~~the acquired businesses;

~~ITEM~~● 7.diversion ~~MANAGEMENT'S~~of ~~DISCUSSION~~management ~~AND~~attention ~~ANALYSIS~~from OFother ~~FINANCIAL~~business ~~CONDITION AND RESULTS OF OPERATIONS~~concerns;

~~You~~● ~~should~~litigation ~~read~~arising ~~the~~from ~~following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and~~ the ~~related~~acquisition ~~notes included elsewhere in this document. The following discussion contains forward-looking statements. The words~~ or phrases “would be,” “will allow,” “expect to”, “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” or similar expressions are intended to identify forward-looking statements. Such statements include, among others, those statements concerning our expected financial performance, our corporate strategy and operational plans. Actual results could differ materially from those projected in the ~~forward-looking~~activities ~~statements as a result~~ of ~~a number of risks and uncertainties, including, among others: (a) those risks and uncertainties related to general economic conditions in~~ the ~~PRC,~~acquired ~~including regulatory factors that may affect such economic conditions; (b) whether we are able to manage our planned growth efficiently and operate profitable operations~~businesses, including ~~whether~~claims ~~our~~from ~~management~~terminated ~~will be able to identify~~employees, ~~hire~~customers, ~~train,~~former ~~retain,~~stockholders ~~motivate and manage required personnel~~ or that management will be able to successfully manage and exploit existing and potential market opportunities; (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations; and (d) whether we are able to successfully fulfill our primary requirements for cash which are explained below under “Liquidity and Capital Resources”. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or any other ~~circumstances~~third ~~after~~parties ~~the date of such statement unless required by law. For additional information regarding these risks~~ and ~~uncertainties,~~intellectual ~~see~~property “Risk Factors”. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. In addition, our consolidated financial statements and the financial data included in this document reflect the Merger and have been prepared as if our current corporate structure had been in place throughout the relevant periods.disputes;

~~Management's~~● ~~Discussion~~assumption ~~and Analysis~~ of ~~Financial~~contractual ~~Condition~~obligations ~~and~~that ~~Results~~contain ofterms ~~Operations ("MD&A") is designed to provide information~~ that isare ~~supplemental~~not ~~to,~~beneficial ~~and should be read together with, the Company’s consolidated financial statements and the accompanying notes contained in this Annual Report on Form 10-K. Information in this Item 7 is intended~~ to ~~assist the reader in obtaining an understanding of the consolidated financial statements~~us, ~~the~~require ~~changes~~us ~~in certain key items in those financial statements from year~~ to ~~year,~~license ~~the~~or ~~primary~~waive ~~factors~~intellectual ~~that~~property ~~accounted for those changes~~rights, ~~and any known trends~~ or ~~uncertainties~~increase ~~that~~our ~~the~~risk ~~Company is aware~~ of ~~that may have a material effect on the Company’s future performance, as well as how certain accounting principles affect the consolidated financial statements. MD&A includes the following sections:~~liability;

·● ~~Highlights~~weak, ~~and~~ineffective, ~~Executive~~or ~~Summary~~incomplete data privacy compliance strategies by the acquired company resulting in our inability to use acquired data assets;

·● ~~Results~~failure ofto ~~Operations—an~~accurately ~~analysis~~forecast of the ~~Company’s~~financial ~~consolidated~~or ~~results~~other ofbusiness ~~operations,~~impacts ~~for~~of ~~the~~an ~~period~~acquisition; ~~presented in the consolidated financial statements~~and

·● ~~Liquidity~~implementation ~~and~~or ~~Capital~~remediation ~~Resources—an analysis~~ of ~~the~~effective ~~effect of the Company’s operating~~controls, ~~financing~~procedures and ~~investing~~policies ~~activities~~for onacquired ~~the Company’s liquidity and capital resources~~businesses.

·To ~~Off-Balance~~fund ~~Sheet~~acquisitions, ~~Arrangements—a~~we ~~discussion~~may pay cash, which would diminish our cash reserves, or issue additional shares of ~~such~~our ~~commitments~~common stock, which could dilute current stockholders’ holdings in our company. Borrowing to fund an acquisition would result in increased fixed obligations and ~~arrangements~~could also subject us to covenants or other restrictions that could limit our ability to effectively run our business.

·We ~~Critical~~may ~~Accounting~~be ~~Policies~~adversely ~~and~~affected ~~Estimates—a~~by ~~discussion~~the effects of ~~accounting policies that require significant judgments and estimates~~inflation.

~~Highlights~~Inflation has the potential to adversely affect our liquidity, business, operating results and ~~Executive~~financial ~~Summary~~condition by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, weakening exchange rates and other similar effects. As a result of inflation, we have experienced, and may continue to experience, cost increases. Measures to mitigate inflationary impacts may not be effective, or there could be a difference between the timing of when these beneficial actions impact our results of operations and when increased costs due to inflation are incurred.

~~China~~Our ~~Bilingual~~business ~~Technology & Education Group Inc. (the “Company”, “we”, “us” or “our”)~~ is ansubject ~~education~~to ~~company that owns and operates high-quality K-12 private boarding schools in~~ the ~~People’s Republic~~ risk of ~~China~~catastrophic ~~(the~~events ~~“PRC”).~~such ~~The~~as ~~Company~~pandemics, ~~established~~hurricanes, ~~school~~wildfires, ~~operations in 1998 and currently operates three schools encompassing kindergarten~~tornadoes, ~~elementary~~earthquakes, ~~middle~~extreme ~~and~~weather ~~high school levels with approximately 14~~events,~~583~~ ~~students and 1~~flooding,~~876~~ ~~faculty~~ droughts and ~~staff~~power ~~for~~outages, ~~the 2012-2011 school year. The Company’s schools are located in Shanxi~~ and ~~Sichuan~~to ~~Provinces~~business and ~~provide~~operational ~~students~~interruption ~~with~~by ~~an innovative and high~~man-~~quality~~made ~~education~~problems ~~with~~such ~~a focus on fluency and cultural skills in both Chinese and English,~~ as well as a strong core curriculum. The schools regularly rank among the top schools in their respective regions for college entrance exam scores and national college entrance rates. The Company’s schools have earned excellent teaching reputations and are recognized for the success of their students and strong faculty. As the PRC experiences rapid industrialization and economic growthwar, ~~the~~conflicts ~~government is focused on education as a means to increase worker productivity~~ and ~~raise the standard of living~~terrorism. Parents in the PRC’s new middle and upper classes are sending their children to receive private school education to give them an advantage in the PRC’s increasingly competitive workforce. The Company’s sector in education is not subject to corporate income tax, and the Company anticipates its growth will come from both organic growth through increased enrollment and expansion of its business model and teaching methods into new schools, which may be acquired by the Company.

~~The~~Our ~~Company~~business ~~was~~is ~~incorporated~~vulnerable into ~~the~~damage ~~State~~or interruption from pandemics, hurricanes, wildfires, tornadoes, earthquakes, extreme weather events, flooding, droughts, power outages, telecommunications failures, terrorist attacks, acts of ~~Nevada~~war, human errors, break-ins and similar events. A significant natural disaster could have a material adverse effect on ~~March~~our 31business, ~~2009~~operating ~~under~~results, and financial condition, and our insurance coverage may be insufficient to compensate us for losses that we may incur. Climate change and other environmental and social pressures are expected to increase the ~~name~~frequency ~~Designer~~and ~~Export~~intensity of certain such events, ~~Inc~~as well as contribute to chronic changes (such as changes to water levels and meteorological and hydrological patterns) that may result in similar risks. On ~~June~~As 30we rely heavily on our data center facilities, ~~2010~~computer and communications systems and the Internet to conduct our business and provide high-quality customer service, any disruptions of the ~~Company~~foregoing ~~changed~~could ~~its~~negatively ~~name~~impact our ability to ~~China~~run ~~Bilingual~~our ~~Technology~~business &and ~~Education~~either ~~Group~~directly ~~Inc~~or indirectly disrupt publishers’ and partners’ businesses, which could have an adverse effect on our business, operating results, and financial condition.

23Pandemics, or other health crises could have a material negative impact on economic and market conditions around the world, which could have a significant negative impact on our and our customers, suppliers’ or other partners’ business, operating results, and financial condition. Further, actual or threatened war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty could have a similar effect on our and our customers, suppliers’ or other partners’ business, financial condition or growth strategy.

~~Table of Contents~~25

~~Results~~If we are not able to maintain and enhance our reputation and brand recognition, our business, financial conditions and results of ~~Operations~~operations will be harmed.

~~Operation~~We ~~Results~~believe that maintaining and enhancing our reputation and brand recognition is critical to our relationships with existing subscribing customers and our ability to attract new subscribing customers. The promotion of our brand may require us to make substantial investments and we anticipate that, as our market becomes increasingly competitive, these marketing initiatives may become increasingly difficult and expensive. Our marketing activities may not be successful or yield increased revenue, and to the extent that these activities yield increased revenue, the increased revenue may not offset the expenses we incur, and our results of operations could be harmed. In addition, any factor that diminishes our reputation or that of our management, including failing to meet the expectations of our customers, could make it substantially more difficult for us to attract new customers. Similarly, because our subscribing customers often act as references for us with prospective new customers, any existing customer that questions the ~~Years~~quality ~~Ended~~of ~~August~~our 31work or that of our employees could impair our ability to secure additional new customers. If we do not successfully maintain and enhance our reputation and brand recognition with our customers, ~~2012~~our business may not grow and ~~2011~~we could lose these relationships, which would harm our business, financial condition, and results of operations.

~~Revenues~~We may not be able to add new customers, retain existing customers, or increase sales to existing customers, which could adversely affect our business, results of operations, and financial condition.

~~During~~We ~~the year ended August 31~~derive, ~~2012,~~and weexpect ~~had~~to ~~total~~continue ~~revenues~~to ~~of $42~~derive,~~200,354,~~ the ansignificant ~~increase~~majority of ~~$16,780,838~~our orrevenue ~~66.0%~~from asthe ~~compared~~sale ~~to total revenues~~ of ~~$25,419,516~~subscriptions ~~during~~to ~~the~~our ~~year~~platform. ~~ended~~Our ~~August~~business ~~31,~~and ~~2011. The~~our ~~revenue~~ growth ~~was~~are ~~primarily~~dependent on ~~attributable~~our ability to ~~the~~continue ~~acquisition~~to ofattract ~~our~~and ~~third~~acquire ~~school~~new ~~campus~~customers –while ~~the~~retaining ~~Shanxi~~existing ~~South~~customers ~~School,~~and ~~which~~expanding ~~led~~both totheir ~~an increase in enrollment~~ usage of ~~4,718~~our ~~students~~platform ~~for~~and the ~~2011-~~products ~~2012~~we ~~school~~sell ~~year from approximately 9,200 students~~ to ~~13,918 students~~them. WeThe ~~also~~demand ~~increased~~for our ~~average~~products ~~full-fare~~may ~~tuition~~be ~~by $226 or 7.2% to $3~~inhibited,~~352~~ ~~per~~and ~~student~~we ~~for~~may ~~the~~be ~~2011~~unable –to ~~2012~~grow ~~school~~our business ~~year~~and ~~from~~customer $3base,~~126~~ ~~per student~~ for ~~the~~a ~~2010~~number –of ~~2011~~reasons, ~~school year. The school year typically runs from September 1 through August 31 and corresponds to the fiscal year end on August 31. The Company recognizes prepaid school fees (~~including ~~tuition~~, ~~room~~but &not ~~board~~limited ~~and other school fees, herein after "School Fees") evenly over the twelve month period.~~to:

~~Cost~~● our failure to develop or offer new or enhanced products or features in a timely manner that keeps pace with new technologies, competitor offerings, and the evolving needs of ~~Revenue~~our customers;

~~During~~● ~~the~~difficulties ~~year~~providing ~~ended August 31, 2012, our cost of revenue was $23,839,738 (56.5% of revenues), an increase of $13,667,132~~ or ~~134.4%~~maintaining asa ~~compared~~high tolevel ~~cost~~ of ~~revenue~~customer ~~of $10~~satisfaction,~~172,606~~ ~~(40.0%~~which ofcould ~~revenues)~~cause ~~during the year ended August 31, 2011. The increase in cost of revenue was primarily the result of an increase in costs in connection with the acquisition of~~ our ~~third~~existing ~~campus~~customers and the increase in enrollment of approximately 4,681 students. The third campus acquired on August 31, 2011 was previously underutilized and our overall capacity utilization rate decreased from over 90% for our two schools during the year ended August 31, 2011 to ~~approximately~~cancel ~~66%~~or ~~for~~decrease ~~the~~their ~~three~~subscriptions ~~schools~~or ~~during~~stop ~~the~~referring ~~year~~prospective ~~ended~~customers ~~August 31, 2012. The Company continues~~ to work toward increasing the capacity utilization of all three schools, which lowers the fixed costs per student based on higher enrollment. The increased costs for the year ended August 31, 2012 was from increased teacher and staff salaries to support the increased enrollment, as well as $3.6 million in depreciation and amortization expense allocated to cost of revenue primarily associated with the approximately $108.2 million acquisition of the third campus.us;

~~General~~● ~~and~~increases ~~Administrative~~in ~~Expenses~~our customer churn, decreases in our customer renewals or our failure to convert customers from lower tiers to higher tier priced subscriptions;

~~During~~● ~~the~~perceived ~~year~~or ~~ended~~actual ~~August~~security, 31availability, ~~2012~~integrity, ~~general~~privacy, ~~and administrative expenses was $3~~reliability,~~140,188,~~ ~~an increase of $1~~quality,~~394,999~~ or ~~79.9%~~compatibility asproblems ~~compared~~with toour $1platform,~~745,189~~ ~~for~~including ~~the~~unscheduled ~~year ended August 31~~downtime, ~~2011. General and administrative expense increased due to the increase in administrative overhead expenses~~outages, ~~costs~~or ofsecurity ~~operating as a public company and $1.0 million in depreciation and amortization expense allocated to general and administrative expenses, all primarily associated with the newly acquired third campus.~~breaches;

~~Interest~~● ~~Expense~~changes in search engine ranking algorithms or in search terms used by potential customers;

~~Interest~~● ~~expense~~our ~~was~~inability ~~$5,631,405 for the year ended August 31, 2012, an increase of $5,535,834 or 5,792.4% as compared~~ to ~~$95,571~~market ~~for~~our ~~the~~platform ~~year ended August 31, 2011. The increase~~ in ~~interest expense was~~ a ~~result~~cost-effective ofmanner ~~the~~to ~~financing~~new ~~for~~customers ~~the~~or ~~acquisition~~to of our ~~third~~existing ~~school,~~customers ~~comprising~~due ~~$2,246,955~~to inchanges ~~interest on a bank loan of RMB 100,000,000 (approximately $15.9 million) obtained by the Company~~ in ~~August 2011 and $3~~regulation,~~384,450~~ onor ~~the~~changes ~~accretion of the implied interest~~ in the ~~long-term~~enforcement ~~and short-term portion~~ of ~~the~~existing ~~payable~~regulation, -that ~~acquisition~~would ~~resulting~~affect ~~from~~our ~~the~~marketing ~~fair~~or ~~value~~pricing ~~discount recorded as interest expense based on the payment plan to the seller.~~practices;

~~Earnings~~● ~~Before~~unexpected ~~Interest,~~increases ~~Taxes,~~in ~~Depreciation~~the ~~and~~costs ~~Amortization~~of ~~(“EBITDA”)~~acquiring new customers;

~~EBITDA~~● ~~was~~our ~~$19,707,649~~ability ~~for the year ended August 31, 2012, an increase of $5,146,908 or 35.3% compared~~ to ~~$14,560,741~~expand ~~for~~into ~~the~~new ~~year~~industry ~~ended~~verticals ~~August~~and ~~31,~~use ~~2011. The~~cases; ~~increase was primarily attributable to the increase in revenues as a result of the increase in total enrollment of 4,681 students for the year ended August 31, 2012.~~and

~~Net~~● ~~Income~~our ability to expand into new geographic regions.

AsIn aorder ~~result~~for ofus ~~the~~to ~~factors~~sustain ~~described~~demand ~~above,~~for ~~net~~our products ~~income~~and ~~attributable~~maintain toor ~~shareholders~~increase ~~was~~our $9revenue growth,~~645,628~~ ~~for~~it ~~the~~is ~~year~~important ~~ended~~that ~~August~~our ~~31,~~customers ~~2012,~~renew aand/or ~~decrease~~expand their subscriptions. Most of $3our customers’ subscriptions with us are month-to-month,~~787,126~~ and they therefore have no obligation to renew their subscriptions or 28maintain their usage levels.2% asSome ~~compared to~~of ~~$13,432,754~~our ~~for~~customers ~~the~~have ~~year~~elected ~~ended~~not ~~August~~to ~~31,~~renew ~~2011.~~their ~~The~~subscriptions ~~decrease~~with ~~between~~us in the ~~periods~~past, ~~resulted~~and ~~primarily~~it is ~~from~~difficult ~~the~~to ~~increase~~accurately inpredict ~~interest~~long-term ~~expense~~customer retention. Further, ~~depreciation~~to ~~and~~achieve ~~amortization~~continued ~~associated~~growth, ~~with~~we ~~the~~must ~~acquisition~~not ofonly maintain our ~~third~~relationships ~~school.~~with ~~Total~~our ~~interest~~existing customers, ~~depreciation~~but ~~and~~expand ~~amortization,~~our ~~primarily~~commercial ~~associated~~relationships with ~~the~~our ~~acqusition~~existing ofcustomers ~~the~~and ~~third~~encourage them ~~school,~~to ~~was~~increase ~~$10,062,021~~usage of our platform.

~~Basic~~In order to increase our sales to new and existing ~~diluted~~customers, ~~earnings~~we ~~per~~may ~~share~~need ~~(“EPS”)~~to ~~decreased~~significantly ~~$0.13~~expand our selling and marketing operations, including our sales force and third-party referral and marketing agency partners, and continue to $0dedicate significant resources to selling and marketing programs, both domestically and internationally.32 ~~per~~We ~~share~~rely ~~for~~on ~~the~~our ~~year~~marketing ~~ended~~agency ~~August~~partners 31to provide certain services to our customers, ~~2012~~as ~~from~~well as $0refer new customers to our platform.45 ~~per~~Our ~~share~~ability ~~for~~to ~~the~~increase ~~year~~our ~~ended~~customer ~~August~~base 31and achieve broader market acceptance of our platform will depend, ~~2011~~in ~~due~~part, on our ability to ~~the~~effectively ~~decrease~~organize, infocus, ~~net~~and ~~income~~train our selling and marketing personnel, attract new marketing agency partners and retain existing marketing agency partners.

2426

~~Table~~Any failure to continue to attract new customers, retain existing customers or increase usage of ~~Contents~~our platform by existing customers could have a material adverse effect on our business, results of operations, and financial condition.

~~Comprehensive~~The ~~Income~~estimates of market opportunity and forecasts of market growth included in this Annual Report may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, or at all.

~~The~~Market ~~functional~~opportunity ~~currency~~estimates ofand ~~the~~growth forecasts ~~Company~~included isin ~~Chinese~~this ~~Renminbi~~Annual ~~(“RMB”),~~Report ~~but~~are wesubject ~~report~~to ~~our~~significant ~~results~~uncertainty inand ~~U.S.~~are ~~Dollars.~~based ~~The~~on ~~conversion~~assumptions ofand ~~our~~estimates ~~accounts~~which may ~~from~~not ~~RMB~~prove to Ube accurate.S. ~~Dollars~~The ~~results~~estimates inand ~~translation~~forecasts ~~adjustments.~~included Asin athis ~~result,~~Annual weReport ~~achieved~~relating ato ~~currency~~size ~~translation~~and ~~adjustment~~expected ~~gain~~ growth of ~~$252,324~~our ~~during~~target ~~the~~market ~~year~~may ~~ended~~prove ~~August~~to ~~31,~~be ~~2012,~~inaccurate. aEven ~~decrease~~if ofthe ~~$1,447,493~~markets orin ~~85.2%~~which aswe ~~compared~~compete tomeet ~~a gain~~the ofsize ~~$1,699,817~~estimates ~~during~~and ~~the~~growth ~~year~~forecasts included ~~ended~~in ~~August~~this 31Annual Report, ~~2011.~~our ~~Our~~business ~~comprehensive~~may ~~income~~not ~~was $9,897,952~~grow ~~for~~at ~~the~~similar ~~year~~rates, ~~ended~~or ~~August~~at ~~31,~~all. ~~2012,~~Our agrowth ~~decrease~~is ofsubject $5to many factors,~~234,619~~ including orour ~~34.6%~~success asin ~~compared~~implementing toour ~~$15~~business strategy,~~132,571~~ ~~for~~which ~~the~~is ~~year~~subject ~~ended~~to ~~August~~many ~~31,~~risks ~~2011~~and uncertainties.

~~Liquidity~~AI and ~~Capital~~Machine ~~Resources~~Learning are emerging technologies and involve significant risks and uncertainties.

AsThe fields of ~~August~~AI ~~31, 2012, our cash~~ and ~~cash~~machine ~~equivalents~~learning ~~were~~(“ML”) are ~~$30,410,983. Our~~characterized ~~principle~~by ~~source~~rapid oftechnological ~~liquidity~~advancements ~~comes~~and ~~from~~are ~~deferred~~subject ~~School~~to ~~Fees~~significant ~~from~~risks ~~students~~and ~~who attend our schools~~uncertainties. ~~The~~Our ~~Company~~operations ~~collects tuition in advance of the school year~~ and future ~~therefore~~success ~~has~~are nosubstantially ~~accounts~~dependent ~~receivable. We~~on ~~also use~~ our ~~other~~ability ~~current~~to ~~assets~~develop, ~~balance of $4~~integrate,~~078,038~~ toand ~~finance~~effectively ~~school~~utilize ~~related~~AI ~~activities~~and asML ~~advances~~technologies. Given orthe ~~prepayment~~experimental ~~for~~nature ~~the~~of ~~purchase~~these oftechnologies, ~~school~~we ~~and~~face ~~boarding~~challenges related ~~materials for the day-~~to~~-day~~ ~~operations of~~ the ~~school. Based~~design, ~~on our current operating plan~~development, weand ~~believe~~practical ~~that~~implementation of ~~our~~AI ~~existing~~and ~~resources,~~ML ~~including~~algorithms. ~~cash~~These ~~flow~~technologies ~~generated~~are ~~from~~also ~~operations~~subject asto ~~well~~evolving asindustry ~~available~~standards, ~~bank~~regulatory ~~loans~~constraints, ~~will~~and bemay ~~sufficient~~give rise to ~~meet~~ethical ~~our working capital requirement for our current operations~~ and ~~any~~legal ~~prepaid~~considerations ~~tuition~~that ~~obligations.~~could Inaffect ~~August~~their ~~2012~~utilization ~~we repaid our one-year bank loan~~ and ~~replaced~~public ~~it with an $11,045,539 three-year bank loan at a 7~~acceptance.~~38%~~ ~~interest rate. The Company also has $4~~Furthermore,~~550,762~~ inthe ~~related~~complexity of ~~party~~AI ~~debt from its Chairman, which is non-interest bearing~~ and ~~may~~ML besystems ~~renewed~~increases at the ~~Company’s~~risk ~~option. The Company’s installment payment~~ of ~~$18,900,822~~unforeseen ~~for~~operational ~~the~~failures ~~acquisition~~and of the ~~Shanxi~~potential ~~South~~for ~~Campus~~biased ~~(Short-term~~or ~~payable~~incorrect ~~acqusition) was due on August 31~~outputs, ~~2012,~~which could ~~but~~lead ~~was~~to ~~paid~~reputational ~~from~~harm ~~our~~or ~~cash balance on September 3, 2012~~liability. ~~The~~ ~~Company~~There ~~has~~is ~~collected~~also ~~substantially~~the ~~all~~possibility ofthat ~~its prepaid tuition for~~ the ~~2012~~AI –and ~~2013~~ML ~~school~~models ~~year~~we ~~and~~develop ~~recorded~~may itnot perform as aexpected ~~liability~~when ~~under~~deployed ~~deferred~~in ~~school~~real-world ~~fees~~scenarios, ofwhich ~~$45,902,425. Based~~could onhinder our ~~profit~~product ~~margin~~offerings and ~~available~~impact ~~debt~~our ~~sources,~~competitiveness wein ~~believe~~the market. weInvestors ~~have~~should ~~sufficient~~be ~~cash~~aware tothat ~~operate~~ our ~~business. We~~investment ~~are~~in ~~also~~these ~~considering~~technologies ~~alternatives~~may ~~for~~not ~~longer-term~~yield ~~outside~~the ~~financing~~intended ofresults, ~~debt~~and ~~or equity based on~~ the ~~asset strength of our balance sheet. In order~~ failure to ~~fully~~effectively ~~implement~~address ~~our~~these ~~business~~risks ~~plan~~ and ~~continue~~uncertainties ~~our~~may ~~growth,~~materially ~~however,~~and weadversely ~~will~~affect ~~require additional capital either from~~ our ~~shareholders~~business ~~or from outside sources, although there is no assurance that we will be able to obtain additional capital at suitable terms if~~ and ~~when~~operational ~~it is needed~~results.

~~Cash~~The ~~Flows~~risk ~~from~~of ~~Operating~~non-compliance ~~Activities~~with laws and regulations, including, but not limited to, the risk of changes to laws and regulations, could adversely affect our business.

~~Cash~~Our ~~provided~~business is regulated by ~~operating~~numerous ~~activities~~governmental agencies ~~increased~~and ~~$10,557,558~~other orregulatory 67bodies.5% toViolations ~~$26,205,622~~of ~~for~~these ~~the~~laws ~~year~~and ~~ended~~regulations ~~August~~could ~~31,~~result ~~2012~~in ~~compared~~fines toor ~~$15,648,064~~penalties ~~provided~~or byother ~~operating~~sanctions which ~~activities~~could ~~for~~have ~~the~~a ~~year~~material ~~ended~~adverse ~~August~~impact ~~31,~~on ~~2011~~our business. ~~The~~Additionally, ~~increase~~our ~~was~~ability ~~primarily attributable~~ to ~~the~~operate ~~increase~~and ofgrow ~~$3,441,955~~our inbusiness ~~deferred~~depends on ~~school~~laws ~~fees~~ and ~~the~~regulations ~~decrease~~that ofgovern ~~$5,805,743~~the infrequency ~~operating~~bands ~~advances~~and/or ~~accounted~~orbital ~~for~~locations ~~under~~we ~~other~~operate ~~current~~in ~~assets,~~or asmay ~~well~~operate asin ~~the addition of non-cash items of $4,487,221~~ in ~~depreciation~~the ~~and amortization~~future.

~~Cash~~These ~~Flows~~laws and regulations are subject to the administrative and political process and do change from ~~Investing~~time ~~Activities~~to time. We may be affected by changes to government leadership and policy changes resulting from new leaders. We have been subject to such changes in the past and may be subject to such changes in the future and those changes may negatively impact us, including but not limited to, the addition of new regulations, the modification or rescission of past regulations which may be favorable and the increase or decrease of government programs which us or our subscribers may be recipients. Our business could suffer a material adverse impact if laws and regulations change and we are not able to adapt to these changes efficiently.

~~Cash~~Additionally, ~~used~~we inare ~~investing~~subject ~~activities~~to ~~decreased~~emerging and ~~$18,511,437~~evolving orregulatory ~~95.1%~~requirements toand ~~$963,997~~frameworks ~~for~~regarding ~~the~~environmental, ~~year~~social ~~ended~~and ~~August~~governance 31matters, ~~2012~~including, asbut ~~compared~~not limited to ~~$19~~,~~475,434~~ ~~used~~potential innew or revised disclosure rules proposed by the ~~year~~SEC ~~ended~~and ~~August~~recently ~~31,~~enacted ~~2011~~or proposed legislation in jurisdictions such as California. The ~~decrease~~ultimate inscope ~~cash~~of ~~used~~these inregulations ~~investing~~may ~~activities~~change ~~resulted~~as ~~from~~they ~~the~~are ~~decrease~~finalized, ~~from~~and ~~the~~they ~~business~~may ~~combination~~not ~~associated~~be ~~with~~uniform ~~the~~across jurisdictions. ~~acquisition~~Meeting these obligations may require significant investments of ~~the~~time, ~~Shanxi~~capital ~~South~~and ~~Campus~~personnel.

~~Cash Flow from Financing Activities~~27

~~Cash~~Risks ~~used~~Related ~~in financing activities increased $18,425,840 or 218.9%~~ to ~~$10,004,901~~Our ~~for the years ended August 31~~Indebtedness, ~~2012~~Liquidity as compared to $8,420,939 provided by the year ended August 31, 2011. The increase in cash used in financing activities resulted from paying off the short-term bank loan, paying down related party payables and ~~the~~Financial Position ~~seller loan for the acquisition of the Shanxi South School.~~

~~The~~We ~~following~~will isneed aadditional ~~summary~~capital ofin the future to meet our ~~cash~~financial ~~flows~~obligations ~~provided~~and byto ~~(used~~pursue ~~in)~~our ~~operating~~business objectives. Additional capital may not be available on favorable terms, ~~investing~~or at all, ~~and~~which ~~financing~~could ~~activities~~compromise ~~during~~our ~~the~~ability ~~periods~~to ~~indicated:~~meet our financial obligations and grow our business.

	Years Ended August 31,
	2012		2011
			(Unaudited)
Cash at beginning of period	$	15,090,521	$	10,891,487
Net cash provided by operating activities		26,205,622		15,648,064
Net cash used in investing activities		(963,997)		(19,475,434)
Net cash provided by (used in) financing activities		(10,004,901)		8,420,939
Effect of exchange rate changes on cash		83,738		(394,535	)
Cash at end of period	$	30,410,983	$	15,090,521

We will need to raise additional capital to fund operations in the future or to finance acquisitions or other business objectives. Such additional capital may not be available on favorable terms or at all. Currently, we rely on financing from our largest stockholder, Arena Investors, L.P. (together with its affiliates, “Arena”), to conduct our operations and pursue our business objectives. Lack of sufficient capital resources could significantly limit our ability to meet our financial obligations or to take advantage of business and strategic opportunities. Any additional capital raised through the sale of equity or convertible debt securities would dilute stock ownership, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, we may be required to delay, reduce the scope of, or eliminate material parts of our business strategy, including potential additional acquisitions or development of new technologies and geographic expansion.

25Risks Related to Certain Tax Matters

~~Table~~Our ofability ~~Contents~~to use our net operating loss carryforwards and certain other tax attributes may be limited.

~~Plan~~We have incurred substantial net operating losses (“NOLs”) during our history. Under the rules of ~~Operations~~Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership over a rolling three-year period, the corporation’s ability to use its pre-change NOLs and other pre-change tax attributes to offset its post-change taxable income may be limited. The applicable rules generally focus on changes in ownership among stockholders considered by the rules as owning, directly or indirectly, 5% or more of the stock of a corporation, as well as changes in ownership arising from new issuances of stock by the corporation. We may experience ownership changes in the future as a result of future changes in our stock ownership, some of which changes may be outside our control. Similar provisions of state tax law may also apply to our state NOLs. As a result, if we earn net taxable income, our ability to use our pre-change NOL carryforwards to offset post-change taxable income may be subject to limitations. For these reasons, we may not be able to utilize a material portion of our NOLs and other tax attributes, which could adversely affect our future cash flows.

AsRisks ~~described~~Related ~~herein, the Company completed the Equity Transfer Agreement dated August 31, 2011 for the acquisition of the Shanxi South Campus, formerly known as the Shanxi Rising School. We expect~~ to ~~continue~~Public toReporting ~~expand~~Matters ~~our~~and ~~enrollment~~an ~~base utilizing the excess capacity at our existing schools~~ Investment in ~~addition to marketing and expanding enrollment at the Shanxi South Campus.~~ Our ~~strategy~~Common isStock to leverage our strong academic reputation to develop additional business. We are also actively seeking opportunities to expand our business that we consider accretive to earnings. We intend to grow our business model through the acquisition of existing schools to increase our total enrollment. In order to fully implement our business plan and continue our growth, however, we will require additional capital either from our shareholders or from outside sources, although there is no assurance that we will be able to obtain additional capital at suitable terms if and when it is needed.

~~Off-Balance~~We ~~Sheet~~may ~~Arrangements~~issue additional equity or debt securities in the future in order to raise capital. Additional issuances of equity securities would dilute the investment of our current stockholders and could cause the market price of our common stock to decline, and we may also expend substantial funds to satisfy a portion of our tax withholding and remittance obligations that arise upon the vesting and/or settlement of certain of our option awards, which may have an adverse effect on our financial condition and results of operations.

WeIssuing additional doequity ~~not~~securities ~~have~~to ~~any~~finance ~~off-balance~~future ~~sheet~~developments ~~arrangements~~and acquisitions instead of incurring additional debt would dilute the interests of our existing stockholders. Further, ~~financings~~sales of a substantial number of shares of our common stock, particularly sales by our directors, executive officers and significant stockholders, or ~~other~~the ~~relationships~~perception that these sales might occur, could depress the market price of our common stock and impair our ability to raise additional capital through the sale of equity. Our directors, executive officers and employees and, in certain instances, contractors, hold shares of common stock subject to outstanding options, time-based and performance-based option awards under our Incentive Plan. Those shares and the shares reserved for future issuance under our Incentive Plan are ~~currently~~and ~~material~~will orbecome ~~reasonably~~eligible ~~likely~~for sale in the public market, subject to certain legal and contractual limitations. We cannot be ~~material~~certain towhether and how many restricted stock units will satisfy their performance-based vesting conditions. Further, certain holders of our ~~financial~~common ~~position~~stock have rights, subject to certain conditions, to require us to file registration statements covering their shares or ~~results~~to include their shares in registration statements that we may file for ourselves or our stockholders. We are unable to predict the effect that such sales related to the foregoing may have on the prevailing market price of ~~operations~~our common stock.

~~Critical Accounting Policies and Estimates~~28

The ~~discussion~~nature ~~and analysis~~ of ~~the~~our ~~Company’s~~business ~~results of operations and liquidity and capital resources are based on~~ requires the ~~Company’s~~application ~~consolidated financial statements, which have been prepared in accordance with GAAP. In connection with the preparation~~ of ~~consolidated~~accounting ~~financial~~guidance ~~statements,~~that ~~the~~requires ~~Company~~management ~~is required~~ to make ~~assumptions and~~ estimates ~~about future events,~~ and ~~apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures~~assumptions. ~~The~~Reported ~~assumptions,~~results ~~estimates~~under ~~and~~GAAP may ~~judgments~~vary ~~included~~from ~~within~~key ~~these~~metrics ~~estimates~~used ~~are based on historical experience, current trends and other factors the Company believes~~ to bemeasure ~~relevant~~our ~~at the time the consolidated financial statements were prepared~~business. ~~On a regular basis~~Additionally, ~~the~~changes in accounting ~~policies,~~guidance ~~assumptions,~~may ~~estimates~~cause ~~and~~us ~~judgments are reviewed~~ to ~~ensure~~experience greater ~~that~~volatility ~~the consolidated financial statements are presented fairly and~~ in ~~accordance~~our ~~with~~quarterly ~~GAAP. However, because future events~~ and ~~their~~annual ~~effects cannot be determined with certainty, actual~~ results ~~could differ from the assumptions and estimates, and such differences could be material~~.

~~The~~We ~~preparation~~prepare ofour consolidated financial statements to inconform ~~conformity~~to ~~with~~United ~~GAAP~~States ~~requires~~Generally ~~the~~Accepted ~~Company~~Accounting toPrinciples ~~make estimates and assumptions~~(“GAAP”). These ~~estimates~~accounting ~~and~~principles ~~assumptions~~are ~~affect~~subject to ~~the~~interpretation ~~reported~~by ~~amounts of assets and liabilities and~~ the ~~disclosures~~SEC, ofFinancial ~~contingent~~Accounting ~~assets~~Standards ~~and~~Board ~~liabilities as of the date of the financial statements~~(“FASB”), and ~~the~~various ~~reported~~bodies ~~amounts~~formed ofto ~~revenues~~ interpret and ~~expenses~~create ~~during~~accounting ~~the~~rules ~~reporting~~and ~~periods~~regulations. ~~Significant~~Accounting ~~estimates and assumptions are used for~~standards, ~~but~~such ~~are~~as ~~not~~ASC ~~limited~~606—Revenue ~~to:~~from ~~(1) asset~~Contracts ~~impairments (2) revenue recognition. Future events and their effects cannot be predicted~~ with ~~certainty~~Customers, or ~~and~~the ~~accordingly,~~guidance ~~accounting~~relating ~~estimates~~to ~~require~~interpretation ~~the~~and ~~exercise~~adoption of ~~judgment.~~standards ~~The~~could ~~accounting~~have ~~estimates~~a ~~used~~significant ineffect ~~the~~on ~~preparation~~our ~~of the consolidated~~ financial ~~statements~~results ~~will~~and could ~~change~~affect asour ~~new~~business. ~~events occur~~Additionally, asthe ~~more~~FASB ~~experience is acquired, as additional information is obtained~~ and as the ~~Company’s~~SEC ~~operating~~are ~~environment~~focused ~~changes.~~on ~~The~~the ~~Company~~integrity ~~evaluates~~of ~~and~~financial ~~updates~~reporting, ~~these assumptions~~ and ~~estimates~~our onaccounting policies anare ~~ongoing~~subject ~~basis and may employ outside experts~~ to ~~assist~~scrutiny ~~with~~by ~~these~~regulators ~~evaluations.~~and ~~Actual results could differ from~~ the ~~estimates that have been used~~public.

~~Significant~~We ~~accounting~~cannot ~~policies~~predict ~~are~~the ~~discussed~~impact inof ~~Note 3, Summary~~future changes ofto ~~Significant~~accounting ~~Accounting~~principles ~~Policies,~~or toour ~~the~~related ~~accompanying~~accounting ~~consolidated~~policies on our financial statements going forward. ~~The~~In ~~Company~~addition, ~~believes~~were we ~~the~~to ~~following~~change our accounting ~~policies~~estimates ~~are~~our ~~the~~reported ~~most~~revenue ~~critical~~and toresults ~~aid~~of inoperations ~~fully~~could ~~understanding~~be ~~and~~significantly ~~evaluating~~impacted. ~~the~~If ~~Company’s~~we ~~reported~~are unsuccessful ~~financial~~in ~~results,~~adapting asto ~~they~~the ~~require~~requirements ~~management~~of toany ~~make~~new ~~difficult~~standard, ~~subjective~~then orwe ~~complex~~may ~~judgments,~~experience ~~and~~greater tovolatility ~~make~~in ~~estimates~~our ~~about~~quarterly ~~the~~and annual ~~effect~~results, ofwhich ~~matters~~may ~~that~~cause ~~are~~our ~~inherently~~stock ~~uncertain~~price to decline.

~~Impairment~~In ~~analysis~~addition, ~~for~~GAAP ~~long-lived~~requires ~~assets~~management to make estimates and ~~intangible~~assumptions ~~assets~~that affect the amounts reported in the consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Such estimates and assumptions are, by their nature, subject to substantial risks and uncertainties and factors may arise over time that lead us to change our methods, estimates, and judgments. Changes in those methods, estimates, and judgments could significantly affect our results of operations.

~~The~~If ~~Company’s~~we ~~long-lived~~fail ~~assets~~to ~~and~~maintain ~~other~~an ~~assets~~effective system ~~(consisting~~ of ~~property~~disclosure ~~and~~controls ~~equipment~~ and ~~purchased~~internal ~~intangible~~control ~~assets)~~over ~~are~~financial ~~reviewed for impairment in accordance with the guidance of the FASB Topic ASC 360~~reporting, ~~“Property,~~our ~~Plant,~~ability and Equipment”, and FASB ASC Topic 205 “Presentation of Financial Statements”. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to beproduce ~~held~~timely and ~~used~~accurate isfinancial statements ~~measured~~or bycomply awith ~~comparison~~applicable ofregulations ~~the~~could ~~carrying amount of an asset to the future undiscounted cash flows expected to~~ be ~~generated by the asset. If such asset is considered to be~~ impaired~~, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value~~. ~~Impairment~~ evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Through August 31, 2012, the Company had not experienced impairment losses on its long-lived assets.

26Ensuring that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. We may have a need for additional resources within the accounting and finance functions due to the increasing need to produce timely financial information and to ensure the level of segregation of duties customary for a U.S. public company. We continue to reassess the sufficiency of finance personnel in response to these increasing demands and expectations.

~~Table~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our ~~Contents~~financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management does not expect that our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company will have been detected. We have in the past experienced, and may in the future experience material weaknesses in our internal control over financial reporting. Our failure to remediate these material weaknesses and maintain effective internal control over financial reporting could result in material misstatements in our financial statements, the inability to timely report our financial condition or results of operations, investors losing confidence in our reported financial information and our stock price being adversely affected.

~~Revenue~~Anti-takeover ~~Recognition~~provisions contained in our charter documents and Nevada law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.

InWe ~~accordance~~are ~~with~~a ~~the~~Nevada ~~Securities~~corporation and ~~Exchange~~the ~~Commission’s~~anti-takeover provisions ~~(“SEC”)~~of ~~Staff~~the ~~Accounting~~Nevada ~~Bulletin~~Revised ~~(“SAB”)~~Statutes ~~Topic~~may 13discourage, ~~Revenue Recognition~~delay, ~~the~~or ~~Company~~prevent ~~recognizes~~a ~~revenues~~change ~~when~~in itcontrol isby ~~realized~~prohibiting orus ~~realizable~~from ~~and~~engaging in ~~earned. The~~a ~~Company~~business ~~records~~combination ~~revenues~~with ~~when~~an ~~the~~interested ~~following~~stockholder ~~four~~for ~~fundamental~~a ~~criteria~~period ~~under~~of ~~SAB~~three ~~104~~years ~~are~~after ~~met:~~the ~~(i)~~person ~~persuasive~~becomes ~~evidence of~~ an ~~arrangement~~interested ~~exists~~stockholder, even ~~(ii)~~if ~~delivery~~a ~~has~~change ~~occurred~~in orcontrol ~~services~~would ~~have~~be ~~been~~beneficial ~~rendered,~~to ~~(iii)~~our ~~the~~existing ~~price~~stockholders. toAn ~~the~~interested ~~customer~~stockholder is ~~fixed~~a orperson ~~determinable~~who, ~~and~~together with ~~(iv)~~the ~~collection~~affiliates ofand ~~the~~associates, ~~resulting~~beneficially ~~receivable~~owns is(or ~~reasonably~~within ~~assured. Payments~~the ~~received~~prior ~~before~~two ~~all~~years, ofdid ~~the~~beneficially ~~relevant~~own) ~~criteria~~ten ~~for~~percent ~~revenue~~or ~~recognition~~more of ~~are~~the ~~satisfied~~Company’s ~~are~~capital ~~recorded~~stock asentitled ~~prepaid~~to ~~tuition~~vote.

Revenues consist primarily of tuition and fees derived from providing meals and housing for students living on campus. Revenues from tuition and fees are recognized pro-rata (on a straight-line basis) over the relevant period attended by the student of the applicable grade or program. The school year runs September 1 through August 31 and prepaid tuition is recognized over the twelve-month period. If a student withdraws from a course or program within three months after the school year starts, the paid but unearned portion of the student’s tuition is 67% refunded. If a student withdraws after the first three months in a school year, no tuition will be refunded. As a result, the Company has recorded prepaid tuition as a current liability on the consolidated balance sheet in the event a student withdraws from school and the Company has to return a portion of the prepaid tuition. In past years there were minimal students who withdrew from a course or program before the end of a school year.29

~~The~~In ~~Company~~addition, ~~normally~~our ~~receives~~Second ~~prepaid~~Amended ~~tuition~~ and ~~fees~~Restated Articles ~~from~~of ~~students~~Incorporation at(our ~~their~~“charter”) ~~initial~~and ~~admission~~bylaws (our “bylaws”) may discourage, delay, or ~~before~~prevent a ~~the~~change ~~start~~in ofour ~~the~~management ~~school~~or ~~year~~control onover ~~September~~us 1that stockholders may consider favorable. ~~Some~~Our ~~students~~charter ~~will~~and ~~benefit~~our ~~from~~bylaws a(i) ~~discount~~authorize the issuance of ~~fees~~“blank ifcheck” ~~they~~preferred ~~prepay~~stock ~~tuition~~that ~~for~~could ~~two~~be toissued ~~three~~by ~~years~~our Board of ~~school~~Directors ~~term.~~(“Board”) to ~~Prepaid~~thwart ~~tuition~~a istakeover ~~the~~attempt; ~~portion~~(ii) ofprovide ~~payments~~that ~~received~~vacancies ~~but~~on ~~not~~our ~~earned~~Board ~~and~~may isbe ~~reflected~~filled asby athe ~~current~~directors ~~liability~~then in ~~the~~office, ~~accompanying~~and ~~consolidated~~(iii) provide ~~balance~~that ~~sheets~~the asBoard ~~such~~shall ~~amounts~~have ~~are~~the ~~expected~~power to beamend ~~earned~~or modify the Bylaws, ~~but~~subject ~~may~~to beshareholders’ ~~refundable~~ability ~~within~~to repeal or change the ~~next~~Bylaws ~~year~~by a majority vote.

~~Management~~Risks ~~has~~Related ~~discussed~~to ~~the~~Our ~~development~~Financial ~~and~~Position ~~selection of these critical accounting policies with the Board of Directors~~ and ~~the~~Need ~~Board~~for ~~has reviewed the disclosures presented above relating to them.~~Additional Capital

~~ITEM~~We ~~7A.~~are ~~QUANTITATIVE~~an ~~AND~~early-stage ~~QUALITATIVE~~company ~~DISCLOSURES~~with ~~ABOUT~~a ~~MARKET~~history ~~RISK~~of operating losses and may not maintain profitability in the future.

~~Not~~We ~~applicable~~experienced net losses of $8.2 million and $10.7 million for the years ended August 31, 2025 and 2024, respectively. We anticipate incurring losses and negative cash flow for the next several quarters as we continue to invest in our sales and marketing programs in an effort to build our subscription revenue to a point that we are profitable. These investments may not result in increased revenue or growth in our business.

27Revenue growth and growth in our customer base may not be sustainable, and we may not achieve sufficient revenue to achieve or maintain profitability. We may incur significant losses in the future for a number of reasons, including due to the other risks described in this Annual Report, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. As a result, our losses may be larger than anticipated, we may incur significant losses for the foreseeable future, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could make it difficult for them to evaluate our current business and our future prospects and have a material adverse effect on our business, financial condition and results of operations.

~~Table~~We ofexpect ~~Contents~~to require additional capital to fund our operations in the near-term, and this capital might not be available on acceptable terms, if at all.

We expect that we will need to engage in ~~ITEM~~additional 8financings to fund our operations and satisfy our obligations in the near-term as well as to respond to business challenges and opportunities. ~~FINANCIAL~~Accordingly, ~~STATEMENTS~~we expect we will need to engage in equity or debt financings to secure additional funds, including seeking additional capital from public or private offerings of our equity or debt securities, or electing to borrow additional amounts under new credit lines or from other sources. We may also seek to raise additional capital, including from offerings of our equity or debt securities on an opportunistic basis when we believe there are suitable opportunities.

~~Russell~~If E.we ~~Anderson,~~raise ~~CPA~~additional ~~Russ~~funds ~~Bradshaw,~~through ~~CPA~~future issuances ~~William~~of R.equity ~~Denney,~~or ~~CPA~~convertible ~~Sandra~~debt ~~Chen~~securities, ~~CPA~~our ~~5296~~existing S.stockholders ~~Commerce~~could Drsuffer ~~Suite~~significant ~~300 Salt Lake City~~dilution, ~~Utah~~and ~~84107~~any ~~USA~~new ~~(T)~~equity securities ~~801.281.4700~~we ~~(F)~~issue ~~801.281.4701~~could ~~Suite~~have Arights, ~~5/F~~preferences ~~Max~~and ~~Share~~privileges ~~Center~~superior ~~373~~to ~~Kings~~those ~~Road North Point Hong Kong (T) 852.21.555.333 (F) 852.21.165.222 abcpas.net REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To The Board~~ of ~~Directors~~holders ~~and Stockholders~~ of ~~China~~our ~~Bilingual~~common ~~Technology & Education Group, Inc~~stock. ~~Taiyuan~~Any ~~Shanxi,~~debt ~~China~~financing that Wewe ~~have~~may ~~audited~~secure in the ~~accompanying~~future ~~consolidated~~could ~~balance~~involve ~~sheets~~restrictive ofcovenants ~~China~~relating ~~Bilingual~~to ~~Technology~~our &capital ~~Education~~raising ~~Group,~~activities ~~Inc. (the Company) as of August 31, 2012~~ and ~~2011,~~other financial and ~~the~~operational ~~related consolidated statements of operations and comprehensive income~~matters, ~~cash~~which ~~flows,~~may ~~and~~make ~~changes~~it inmore ~~stockholders’~~difficult ~~equity~~ for ~~the~~us ~~year~~to ~~ended~~obtain ~~August~~additional ~~31,~~capital ~~2012, the eight months ended August 31, 2011~~ and ~~the~~to ~~year~~pursue ~~ended~~business ~~December 31~~opportunities, including ~~2010.~~potential ~~These consolidated financial statements are the responsibility of the Company's management~~acquisitions. ~~Our responsibility is to express an opinion on these consolidated financial statements based on our audits.~~ We ~~conducted~~may ~~our~~not ~~audits~~be inable ~~accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits~~ to obtain ~~reasonable~~additional ~~assurance~~financing ~~about~~on ~~whether~~terms ~~the~~favorable ~~consolidated financial statements are free of material misstatement. The company is not required~~ to ~~have~~us, ~~nor~~if ~~were~~at weall. ~~engaged~~Our ability to ~~perform,~~raise anadditional ~~audit~~capital ofwhen ~~its~~needed ~~internal~~may ~~control~~be ~~over~~adversely ~~financial~~affected ~~reporting.~~by ~~Our~~external ~~audits~~factors ~~included~~beyond ~~consideration~~our ~~of internal~~ control, ~~over~~including ~~financial~~changes ~~reporting as a basis for designing audit procedures that are appropriate~~ in the ~~circumstances~~political climate, ~~but~~geopolitical ~~not~~actions, ~~for~~changes ~~the~~in ~~purpose~~market ofinterest ~~expressing~~rates, anmarket ~~opinion~~volatility onin the ~~effectiveness~~trading ofprices ~~the~~for ~~company's~~our common ~~internal~~stock ~~control~~and ~~over~~other ~~financial~~technology ~~reporting. Accordingly~~companies, wea ~~express~~recession, nodepression, ~~such~~high ~~opinion.~~inflation Anor ~~audit~~other ~~also~~sustained ~~includes~~adverse ~~examining,~~market ~~on a test basis~~event, and ~~evidence supporting~~ the ~~amounts~~outbreak ~~and~~of ~~disclosures~~epidemic indisease. ~~the~~As ~~financial~~disclosed ~~statements,~~in ~~assessing~~“Management’s ~~the~~Discussion ~~accounting principles used~~ and ~~significant~~Analysis ~~estimates~~– ~~made~~Liquidity byand Capital ~~management~~Resources”, asArena ~~well~~has ascommitted ~~evaluating~~to ~~the~~funding ~~overall~~operations ~~financial~~through ~~statement~~December ~~presentation.~~29, We2026 ~~believe~~and ~~that~~Decathlon ~~our~~has ~~audits~~provided ~~provide~~ a secured ~~reasonable~~financing ~~basis~~of ~~for~~up ~~our~~to ~~opinion~~$2,200,000. InIf ~~our~~we ~~opinion,~~are ~~the~~unable ~~consolidated financial statements referred~~ to ~~above~~obtain ~~present~~adequate ~~fairly,~~financing inor ~~all~~financing ~~material~~on ~~respects,~~terms ~~the~~satisfactory ~~financial~~to ~~position~~us after ofDecember ~~China Bilingual Technology & Education Group~~29, ~~Inc. as of August 31~~2026, ~~2012~~we ~~and~~may ~~2011,~~not ~~and~~be ~~the~~able ~~results~~to ofcontinue ~~its~~ operations. ~~and~~If ~~its~~we ~~cash~~are ~~flows~~otherwise ~~for~~unable ~~the~~to ~~year~~obtain ~~ended~~additional ~~August~~financing when ~~31,~~we ~~2012~~require it, ~~the~~our ~~eight~~ability ~~months~~to ~~ended~~respond ~~August~~to ~~31,~~business ~~2011~~challenges and ~~the~~opportunities ~~year~~could ~~ended~~be ~~December~~significantly 31impaired, ~~2010,~~and inour ~~conformity~~business may ~~with~~be ~~accounting~~adversely ~~principles generally accepted in the United States of America~~affected. ~~s/Anderson Bradshaw PLLC Salt Lake City, Utah November 29, 2012~~

28 30

~~Table~~We ofhave ~~Contents~~historically invested in engineering and development efforts that further enhance our products. Such investments may affect our operating results and liquidity, and, if the return on these investments is lower or develops more slowly than we expect, our revenue and operating results may suffer.

~~Index~~We have historically invested in engineering and development efforts that further enhance our products. These investments involve significant time, risks and uncertainties, including the risk that the expenses associated with these investments may affect our margins, operating results and liquidity and that such investments may not generate sufficient revenues to ~~Consolidated~~offset ~~Financial~~liabilities ~~Statements~~assumed and expenses associated with these new investments. If we do not achieve the benefits anticipated from these investments, if the achievement of these benefits is delayed, our business, operating results and prospects may be materially adversely affected.

CONSOLIDATED BALANCE SHEETS AS OF AUGUST 31, 2012 AND 2011	F–1
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED AUGUST 31, 2012 and 2011 (unaudited)	F–2
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE EIGHT MONTHS ENDED AUGUST 31, 2011 AND FOR THE YEAR ENDED DECEMBER 31, 2010.	F-3
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS AUGUST 31, 2012 and 2011 (unaudited)	F-4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE FOR THE EIGHT MONTHS ENDED AUGUST 31,2011 AND FOR THE YEAR ENDED DECEMBER 31, 2010	F–6
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY	F–7
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED AUGUST 31, 2012 and 2011 (unaudited)	F–8
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE EIGHT MONTHS ENDED AUGUST 31,2011 AND FOR THE YEAR ENDED DECEMBER 31, 2010	F–9
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED AUGUST 31, 2012 AND 2011, FOR THE EIGHT MONTHS ENDED AUGUST 31,2011, AND FOR THE YEAR ENDED DECEMBER 31, 2010	F–10

Risks Related to Data Collection and Security, Intellectual Property and Technology Industry Regulations

~~F-1~~The technology industry is subject to increasing scrutiny that could result in U.S. government actions that could negatively affect our business.

~~Table~~We may face claims relating to the information or content that is made available through our platform. Though we contractually require our customers to represent that they will follow our policies with respect to all information or content they upload to our systems, we may be exposed to potential liability if our customers do not abide by such policies. In particular, the nature of ~~Contents~~our business may expose us to claims related to defamation, dissemination of misinformation or news hoaxes, discrimination, harassment, intellectual property right infringement, rights of publicity and privacy, personal injury torts, laws regulating hate speech or other types of content, and breach of contract, among others. The technology industry is subject to intense media, political and regulatory scrutiny, including on issues related to antitrust and artificial intelligence, which exposes us to government investigations, legal actions and penalties. For instance, various regulatory agencies, including competition and consumer protection authorities, have active proceedings and investigations concerning multiple technology companies on antitrust and other issues. If we become subject to such investigations, we could be liable for substantial fines and penalties, be required to change our products or alter our business operations, receive negative publicity, or be subject to civil litigation, all of which could harm our business. Lawmakers also have proposed new laws and regulations, and modifications to existing laws and regulations, that affect the activities of technology companies such as the recent efforts to eliminate or modify Section 230 of the Communications Decency Act. If such laws and regulations are enacted or modified, they could negatively impact us, even if they are not specifically intended to affect our company. In addition, the introduction of new products, expansion of our activities in certain jurisdictions, or other actions that we may take may subject us to additional laws, regulations and other scrutiny. The increased scrutiny of certain acquisitions in the technology industry also could affect our ability to enter into strategic transactions of our own or to acquire other businesses.

~~China~~Compliance ~~Bilingual~~with ~~Technology~~new &or ~~Education~~modified ~~Group~~laws ~~Inc~~and regulations could increase the cost of conducting our business, limit the opportunities to increase our revenues, or prevent us from offering certain products and services. While we have adopted policies and ~~Subsidiaries~~procedures designed to ensure compliance with applicable laws and regulations, there can be no assurance that our employees, contractors or agents will not violate such laws and regulations. If we are found to have violated laws and regulations, it could materially adversely affect our reputation, financial condition and operating results. We also could be harmed by government investigations, litigation, or changes in laws and regulations directed at our customers, business partners, or suppliers in the technology industry that would have the effect of limiting our ability to do business with those entities. There can be no assurance that our business will not be materially adversely affected, individually or in the aggregate, by the outcomes of such investigations, litigation or changes to laws and regulations in the future.

~~Consolidated Balance Sheets~~31

	August 31, 2012		August 31, 2011
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	30,410,983	$	15,090,521
Inventory		-		3,489
Other current assets		4,078,038		9,606,682
Total Current Assets		34,489,021		24,700,692
LONG-TERM ASSETS:
Property, plant and equipment, net		82,250,434		84,120,568
Land use rights, net		48,118,088		48,950,660
Deposit paid for long-term assets		-		18,778
Total Long-Term Assets		130,368,522		133,090,006
TOTAL ASSETS	$	164,857,543	$	157,790,698
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	165,743	$	48,824
Short-term payable-acquisition		32,721,915		22,560,426
Due to related parties		4,550,762		7,842,522
Other Payables		951,468		333,202
Refundable deposits		134,661		795,848
Deferred school fees		45,902,425		39,498,972
Home purchase down payment		919,458		878,668
Short-term bank loan		-		15,685,044
Accrued expenses and other current liabilities		1,026,225		908,268
Total Current Liabilities		86,372,657		88,551,774
LONG-TERM LIABILITIES:
Long-term bank loan		11,045,539		-
Long-term payable-acquisition		14,808,754		26,602,306
TOTAL LIABILITIES		112,226,950		115,154,080
STOCKHOLDERS’ EQUITY:
Common Stock, $0.001par value; 75,000,000 shares authorized; 30,069,629, 30,014,528 issued and outstanding as of August 31, 2012 and 2011		30,070		30,015
Additional paid in capital		163,389		67,421
Retained earnings		49,746,368		40,100,740
Accumulated other comprehensive income		2,690,766		2,438,442
TOTAL STOCKHOLDERS’ EQUITY		52,630,593		42,636,618
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	164,857,543	$	157,790,698

Our business and the effectiveness of our platform depends on our ability to collect and use online data. New tools used by consumers to limit data collection, regulatory restrictions and potential changes to web browsers and mobile operating systems affect our ability to collect such data, which could harm our operating results and financial condition.

The ~~accompanying~~ability ~~notes~~of our platform to deliver high quality solutions to our customers is based on our technology’s capability to derive relevant, actionable insights from the data that we ingest into our systems and our ability to execute marketing programs across digital channels such as email, social media, website and other touchpoints to engage consumers. The principal way that we collect individual data is directly from the consumers when they register or interact with our platform (such as the DISQUS commenting system), or with partners’ services. We also use various tracking technologies, both proprietary and those provided through third-party suppliers in order to connect to individuals across marketing channels for the purpose of targeting consumers and delivering campaigns. The future of these ~~consolidated~~and other ~~financial~~digital ~~statements~~data ~~are~~collection practices is evolving, with some prominent companies in the industry recently announcing that they will implement their own individual data collection tools and phase out others. This approach may or may not be compatible with our current operations in those channels and platforms. It is yet to be determined if there will be an ~~integral~~industry-wide ~~part~~framework for targeting consumers in a digital environment. Furthermore, regulatory and legislative actions may influence which data collection tools are permitted in various jurisdictions and may further restrict our data collection efforts. Without this incremental data, we may not have sufficient insight into the consumer’s activity to provide some of ~~these~~our ~~balance~~current ~~sheets~~tools, which may impact our capacity to execute our customers’ programs efficiently and effectively.

FConsumers can, with increasing ease, implement technologies that limit our ability to collect and use data to track and deliver our solutions across different marketing channels and platforms. Various digital tracking tools may be deleted or blocked by consumers. The most commonly used internet browsers also allow consumers to modify their browser settings to block first-2party cookies (placed directly by the publisher or website owner that the consumer intends to interact with), which are not affected by changes from web browsers and operating systems, or third-party cookies (placed by parties that do not have direct relationship with the consumer), which some browsers may block by default. Mobile devices using Android and iOS operating systems limit the ability of cookies, or similar technology, to track consumers while they are using applications other than their web browser on the device. Even if cookies and ad blockers do not ultimately have an adverse effect on our business, investor concerns about the utility and robustness of these tracking technologies could limit demand for our stock and cause its price to decline.

~~Table~~We also partner with third-party data suppliers and publishers. When we purchase or license from third-party data suppliers, we are dependent upon our ability to obtain such data on commercially reasonable terms and in compliance with applicable regulations. If a substantial number of ~~Contents~~data suppliers were to withdraw or withhold their data from us, or if we had to terminate our ties with data suppliers either due to commercial or regulatory reasons, our ability to provide products to our customers could be materially adversely impacted, which could result in decreased revenues and operating results. We cannot provide assurance that we will be successful in maintaining our relationships with these external data source providers or that we will be able to continue to obtain data from them on acceptable terms or at all. Furthermore, we cannot provide assurance that we will be able to obtain data from alternative sources if our current sources become unavailable.

~~China Bilingual Technology & Education Group Inc. and Subsidiaries~~32

~~Consolidated~~Actual ~~Statements~~or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements could adversely affect our business, results of ~~Operations~~operations, and financial condition and the price of our common stock.

	For the Years Ended August 31,
	2012			2011
				(Unaudited )
REVENUES		42,200,354			25,419,516
COST OF REVENUES		23,839,738			10,172,606
GROSS PROFIT		18,360,616			15,246,910
OPERATING EXPENSES
General and Administrative Expenses		3,140,188			1,745,189
TOTAL OPERATING EXPENSES		3,140,188			1,745,189
INCOME FROM OPERATIONS		15,220,428			13,501,721
OTHER INCOME (EXPENSE)
Interest Income		56,605			26,604
Interest Expense		(5,631,405	)		(95,571	)
NET INCOME BEFORE INCOME TAXES	$	9,645,628		$	13,432,754
INCOME TAX EXPENSE		-			-
NET INCOME	$	9,645,628		$	13,432,754
Earnings per Common Share:
Basic	$	0.32		$	0.45
Diluted	$	0.32		$	0.45
Weighted Average Common Shares Outstanding:
Basic		30,094,205			30,010,932
Diluted		30,094,205			30,010,932

The global data protection landscape is rapidly evolving, and we are or may become subject to numerous state, federal and foreign laws, requirements and regulations governing the collection, use, disclosure, retention, and security of personal information. Implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards, or perception of their requirements may have on our business. This evolution may create uncertainty in our business, affect our ability to operate in certain jurisdictions or to collect, store, transfer use and share personal information, necessitate the acceptance of more onerous obligations in our contracts, result in liability or impose additional costs on us. The cost of compliance with these laws, regulations and standards is high and is likely to increase in the future. Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, our internal policies and procedures or our contracts governing our processing of personal information could result in negative publicity, government investigations and enforcement actions, claims by third parties and damage to our reputation, any of which could have a material adverse effect on our operations, financial performance and business.

In the U.S., numerous state laws impose standards relating to the privacy, security, transmission and breach reporting of personal information. Such laws and regulations are subject to interpretation by various courts and other governmental authorities, thus creating potentially complex compliance issues for us, our customers and our strategic partners. For example, the CCPA creates individual privacy rights for California consumers and imposes privacy and security obligations on entities handling personal information. The ~~accompanying~~CCPA ~~notes~~provides for civil penalties for violations, as well as a private right of action for data breaches suffered as a result of the business’s violation of the duty to ~~consolidated~~implement ~~financial~~and ~~statements~~maintain reasonable security procedures and practices, and this may lead to breach litigation. Further, as amended by the California Privacy Rights Act, the CCPA imposes additional data protection obligations on covered businesses, including additional consumer rights processes, limitations on data uses, audit requirements for higher risk data, and opt outs for certain uses of sensitive data. It also created a new California data protection agency authorized to issue substantive regulations, which could result in increased privacy and information security enforcement. Similar laws are annow ~~integral~~in ~~part~~effect and enforceable in other states. Additionally, state regulators may exercise greater scrutiny regarding the collection and processing of personal information for purposes of online advertising, marketing, and analytics. These laws and their requirements could have a material adverse effect on our financial performance, and any liability from failure to comply with the requirements of these ~~statements~~laws could adversely affect our financial condition.

~~F-3~~Furthermore, the Federal Trade Commission (“FTC”) and many state Attorneys General continue to enforce federal and state consumer protection laws against companies for online collection, use, dissemination and security practices that appear to be unfair or deceptive. The FTC sees failure to take appropriate steps to keep consumers’ personal information secure as constituting unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act. The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. The FTC has in recent years conducted enforcement actions against other companies that created new precedents that may require us to adjust our business practices. Future FTC enforcement actions against marketing companies could result in more material impacts to us.

~~Table~~Our communications with consumers are also subject to certain laws and regulations, including the Controlling the Assault of ~~Contents~~Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act of 2003, the Telephone Consumer Protection Act of 1991 (the “TCPA”), and the Telemarketing Sales Rule and analogous state laws, that could expose us to significant damages awards, fines and other penalties that could materially impact our business. For example, the TCPA imposes various consumer consent requirements and other restrictions in connection with certain telemarketing activity and other communication with consumers by phone, fax or text message. The FTC and the Federal Communications Commission have been active in expanding regulatory and enforcement activities related to TCPA-covered practices. State laws in Connecticut and Maryland created additional requirements and penalties for violations relating to telemarketing and SMS marketing. Numerous class-action suits under federal and state laws have been filed in recent years against companies who conduct telemarketing and/or SMS texting programs, with many resulting in multi-million-dollar settlements to the plaintiffs. Any future such litigation against us could be costly and time-consuming to defend. In particular, the TCPA and related state laws impose significant restrictions on the ability to make telephone calls or send text messages to mobile telephone numbers without the prior consent of the person being contacted. The CAN-SPAM Act and the Telemarketing Sales Rule and analogous state laws also impose various restrictions on marketing conducted using email, telephone, fax or text message. Additional laws, regulations, and standards covering marketing, advertising, and other activities conducted by telephone, email, mobile devices, and the internet may be or become applicable to our business, such as the Communications Act, the Federal Wiretap Act, the Electronic Communications Privacy Act, and similar state consumer protection and communication privacy laws, such as California’s Invasion of Privacy Act. As laws and regulations, including FTC enforcement, rapidly evolve to govern the use of these communications and marketing platforms, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations could adversely impact our business, financial condition and results of operations or subject us to fines or other penalties.

~~China Bilingual Technology & Education Group Inc. and Subsidiaries~~33

~~Consolidated~~New ~~Statements~~requirements relating to automated, browser-based, or one-stop opt-out mechanisms (“OOMs”) such as the Global Privacy Control, the forthcoming opt-out mechanism for data brokers established under the California Delete Act, or other OOMs that will be established in the future may result in significantly larger numbers of ~~Operations~~consumers opting out of having their data used for marketing purposes versus historical averages. This could result in VisitIQ having less access to consumer data, impacting performance of our services or resulting in loss of business.

	For the Eight Months Ended August 31,2011			For the Year Ended December 31, 2010
REVENUES	$	17,297,051		$	24,367,395
COST OF REVENUES		6,558,876			10,841,190
GROSS PROFIT		10,738,175			13,526,205
OPERATING EXPENSES
General and Administrative Expenses		1,214,060			1,593,386
TOTAL OPERATING EXPENSES		1,214,060			1,593,386
INCOME FROM OPERATIONS		9,524,115			11,932,819
OTHER INCOME (EXPENSE)
Interest Income		15,516			33,262
Interest Expense		(95,571	)		-
NET INCOME BEFORE INCOME TAXES		9,444,060			11,966,081
INCOME TAX EXPENSE		-			-
NET INCOME	$	9,444,060		$	11,966,081
Earnings per Common Share:
Basic	$	0.31		$	0.43
Diluted	$	0.31		$	0.43
Weighted Average Common Shares Outstanding:
Basic		30,008,014			28,044,698
Diluted		30,008,014			28,044,698

Increased scrutiny regarding the use of such technologies and the use of personal data for online advertising practices, together with adverse rulings on these issues, even if not directly against us, may have a direct impact on our ability to continue to collect and process personal data for the services that we provide and could adversely impact our business activities. Changes proposed by providers of major browsers to eliminate or restrict the usage of third-party cookies to track user behaviors, and to allow users to limit the collection of certain data generally or from specified websites, could impair our ability to collect user information, including personal data and usage information, that helps us provide more targeted advertising to our current and prospective consumers. The effectiveness of our platform relies in part on our ability to collect and use online data, so these changes could adversely affect our business.

~~The~~Our ~~accompanying~~data-driven ~~notes~~platform may also be subject to ~~consolidated~~laws ~~financial~~and ~~statements~~evolving ~~are~~regulations anregarding ~~integral~~the ~~part~~use of ~~these~~artificial ~~statements~~intelligence and machine learning, controlling for data bias, and antidiscrimination. For example, in addition to enforcing Section 5 of the Federal Trade Commission Act of 1914, the FTC enforces the Fair Credit Reporting Act, and the Equal Credit Opportunity Act. These laws prohibit unfair and deceptive practices, including use of biased algorithms in artificial intelligence. If federal or state regulators were to determine that the type of data we collect, the process we use for collecting this data or how we use it unfairly discriminates against some groups of people, laws and regulations could be interpreted or implemented to prohibit or restrict our collection or use of this data. Additionally, existing and future laws, and evolving attitudes about privacy protection may impair our ability to collect, use, and maintain data points of sufficient type or quantity to develop and train our artificial intelligence algorithms.

~~F-4~~Although we work to comply with applicable laws, regulations and standards, our contractual obligations and other legal obligations, these requirements are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another or other legal obligations with which we must comply. Any failure or perceived failure by us or our employees, representatives, contractors, consultants, collaborators, or other third parties to comply with such requirements or adequately address privacy and security concerns, even if unfounded, could result in the imposition of significant civil and/or criminal penalties, damage in our reputation, private litigation, and restrictions on data processing.

~~Table of Contents~~34

~~China~~Our ~~Bilingual~~intellectual ~~Technology~~property &rights may ~~Education~~be ~~Group~~difficult ~~Inc.~~to enforce and ~~Subsidiaries~~protect, which could enable others to copy or use aspects of our technology without compensating us, thereby eroding our competitive advantage and having an adverse effect on our business, results of operations and financial condition.

~~Consolidated~~Our ~~Statements~~proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of ~~Comprehensive~~our ~~Income~~technology without compensating us, thereby eroding our competitive advantage and harming our business. Our success depends, in part, on our ability to protect proprietary methods and technologies that we develop or otherwise acquire, so that we can prevent others from using our inventions and proprietary information. If we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology and our business might be adversely affected.

		For the Years Ended August 31,
		2012		2011
				(Unaudited )
NET INCOME	$	9,645,628	$	13,432,754
Foreign currency translation, net of tax		252,324		1,699,817
COMPREHENSIVE INCOME	$	9,897,952	$	15,132,571

Policing unauthorized use of our technology is difficult. In addition, the laws of some foreign countries may not be as protective of intellectual property rights as those of the U.S., and mechanisms for enforcement of our proprietary rights in such countries may be inadequate. If we are unable to protect our proprietary rights (including in particular, the proprietary aspects of our platform) we may find ourselves at a competitive disadvantage to others who have not incurred the same level of expense, time and effort to create and protect their intellectual property.

~~The~~We ~~accompanying~~rely ~~notes~~upon a combination of trade secrets, third-party confidentiality and non-disclosure agreements, additional contractual restrictions on disclosure and use, and trademark and other intellectual property laws to ~~consolidated~~establish ~~financial~~and ~~statements~~protect ~~are~~our anproprietary ~~integral~~technology ~~part~~and intellectual property rights. Establishing trade secret, copyright, trademark, domain name and patent protection can be difficult and expensive, and the laws, procedures and restrictions may provide only limited protection. It may be possible for unauthorized third parties to copy or reverse engineer aspects of ~~these~~our ~~statements~~technology or otherwise obtain and use information that we regard as proprietary, or to develop technologies similar or superior to our technology or design around our proprietary rights, despite the steps we have taken to protect our proprietary rights. Our contracts with our employees and contractors that relate to intellectual property issues generally restrict the use of our confidential information solely in connection with our products. However, theft or misuse of our proprietary information could occur by employees or contractors who have access to our technology.

FOur wholly owned subsidiary, VisitIQ, LLC currently owns trademark registrations and applications for the VISITIQ and VISITID names and other product-5related marks in the United States. We have also registered numerous internet domain names related to our business. We also rely on copyright laws to protect computer programs related to our platform and our proprietary technologies.

~~Table~~Any unfavorable publicity or negative public perception of ~~Contents~~current data collection practices could in the future harm our business, results of operations, financial condition and the price of our common stock, including from additional regulations which may impact the effectiveness of our data cloud and platform.

~~China~~The ~~Bilingual~~growth ~~Technology~~of &the ~~Education~~digital ~~Group~~marketing ~~Inc~~industry has led to increased scrutiny from consumer groups, government agencies and news organizations. Negative publicity about the digital marketing industry as a whole or about an individual actor, regardless of the accuracy, could harm our business, results of operations and ~~Subsidiaries~~financial condition, and negatively affect the price of our common stock. For example, in recent years, consumer advocates, mainstream media and elected officials have increasingly and publicly criticized the digital marketing industry for its collection, storage and use of data. Furthermore, government agencies have recently been, and may continue to be, more active in regulating and enforcing rules that relate to the collection, use, sharing and disclosure of data.

~~Consolidated Statements of Comprehensive Income~~35

	For the Eight Months Ended August 31,2011		For the Year Ended December 31, 2010
NET INCOME	$	9,444,060	$	11,966,081
Foreign currency translation, net of tax		1,432,623		801,583
COMPREHENSIVE INCOME	$	10,876,683	$	12,767,664

As we process transactions through our platform, we collect large amounts of data about consumers and advertisements that we place. Further, we collect data on consumers that does not directly identify the individual (although considered personal information under the CCPA and other U.S. laws, GDPR, and other laws), including browser, device location and characteristics, online browsing behavior, exposure to and interaction with advertisements, and inferential data about purchase intentions and preferences. Data providers also send us proprietary data, including data about consumers. We aggregate this data and analyze it in order to enhance our product, including the pricing, placement and scheduling of advertisements. Evolving regulatory standards could place restrictions on the collection, management, aggregation and use of the types of data we collect, which could result in a material increase in the cost of collecting or otherwise obtaining certain kinds of data and could limit the ways in which we may use or disclose data. Any new and unforeseen regulatory limitations on our operations could impair our ability to deliver effective solutions to our customers, which could adversely affect our business, operating results and financial condition.

~~The~~A ~~accompanying~~significant ~~notes~~inadvertent todisclosure or ~~consolidated~~breach ~~financial~~of ~~statements~~confidential ~~are~~and/or anpersonal ~~integral~~information ~~part~~we may be deemed to process, or a security breach of ~~these~~our ~~statements~~or our customers’, suppliers’, or other partners’ IT Systems could be detrimental to our business, reputation, financial performance and results of operations.

FIn addition to internal technology, including proprietary software, databases, and other intellectual property, we also rely on computer hardware purchased or leased from, software licensed from, content licensed from and services provided by a variety of third parties, which include databases, operating systems, virtualization software, tax requirement content and geolocation content and services (collectively, “IT Systems”). The nature of our business means that we process large databases of information, including maintaining and storing large databases of such information, not only on our own behalf, but also on our customers’ and others’ behalf. As a result, we face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems, and personal and confidential information. Such risks include the misappropriation of data by malicious insiders or unauthorized third parties, or other data breaches. Such parties could attempt to gain entry to our or our vendor’s IT Systems (including by gaining employment at VisitIQ) for the purpose of stealing data, including confidential information or personal information, or breaching our security systems or other IT Systems. In particular, we (and certain of our third-6party providers), like other organizations, especially in the digital marketing industry and marketing technology industry, are routinely subject to attempts by such threat actors (e.g., cybersecurity threats, attempted data privacy breaches, or other incidents), which if successful, may result in either threatened or actual exposure leading to unauthorized access, disclosure and misuse of confidential information, personal information or other information regarding customers, suppliers, partners, vendors, employees, or our company and business. Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools, including artificial intelligence, that circumvent security controls, evade detection and remove forensic evidence. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems or information.

~~Table~~Even where we have invested in industry standard security, a breach may be due to employee error, malfeasance, system errors or vulnerabilities, including vulnerabilities of ~~Contents~~our customers, vendors, suppliers, their products, or otherwise. Third parties may also attempt to fraudulently induce employees to disclose sensitive information or credentials that permit access to sensitive information through a process known as social engineering. This includes disclosing data such as usernames, passwords or other information to gain access to our customers’ data or our data, including intellectual property and other confidential information. Employee-related risks are increased by remote and hybrid working arrangements at our company (and at third-party providers) which increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks. Third parties and threat actors also may attempt to extort us through a ransomware or other similar form of attack by encrypting information IT Systems, rendering our IT Systems inoperable, or stealing intellectual property, confidential information, personal information, or other sensitive data, and demanding payment in return. Techniques used to obtain unauthorized access to, or sabotage IT Systems, change frequently, grow more complex over time, and often are not recognized until launched against a target. Given the unpredictability of the timing, nature and scope of cybersecurity attacks and other security-related incidents, our technology may fail to adequately secure the data, including confidential information and personal information we maintain, and we cannot entirely eliminate the risk of improper or unauthorized access to or disclosure of such data, other security events that impact the integrity or availability of such data, or our IT Systems and operations and any data contained in such systems and operations. We may incur significant costs in protecting against or remediating such events, including cyber-attacks. Any security breach could result in operational disruptions that impair our ability to meet our customers’ requirements, which could result in decreased revenue. We carry insurance comparable to our industry. However, we cannot guarantee that our insurance coverage will be sufficient to cover all costs and liabilities incurred in relation to a security breach, or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

~~China Bilingual Technology & Education Group Inc. and Subsidiaries~~36

~~Consolidated~~Whether ~~Statement~~there is an actual or a perceived breach of ~~Changes~~our security, our reputation could suffer irreparable harm, causing our current and prospective customers to reject our products in ~~Stockholders'~~the ~~Equity~~future, deterring data suppliers from supplying us data or customers from uploading their data on our platform, or changing customers’ behaviors and use of our technology. Further, we could be forced to expend significant resources in response to a security breach, including those expended in notifying individuals and providing mitigating solutions, repairing system damage, increasing cyber security protection costs by deploying additional personnel and protection technologies, and litigating and resolving legal claims or governmental inquiries and investigations, all of which could divert the attention of our management and key personnel away from our business operations.

								Accumulated
					Additional			Other				Total
	Common Stock				Paid-In			Comprehensive		Retained		Stockholders'
	Shares		Amount		Capital			Income		Earnings		Equity (Deficit)
Balance, December 31, 2009		26,100,076	$	26,100	$	23,900		$	204,236	$	18,690,599	$	18,944,835
Recapitalization		3,899,929		3,900		(3,900	)		-		-		-
Foreign currency translation adjustment		-		-		-			801,583		-		801,583
Net Income		-		-		-			-		11,966,081		11,966,081
Balance, December 31, 2010		30,000,005	$	30,000	$	20,000		$	1,005,819	$	30,656,680	$	31,712,499
Stock Based Compensation		14,523		15		47,421			-		-		47,436
Foreign currency translation adjustment		-		-		-			1,432,623		-		1,432,623
Net Income		-		-		-			-		9,444,060		9,444,060
Balance, August 31, 2011		30,014,528	$	30,015	$	67,421		$	2,438,442	$	40,100,740	$	42,636,618
Stock Based Compensation		55,101		55		95,968			-		-		96,023
Foreign currency translation adjustment		-		-		-			252,324		-		252,324
Net Income		-		-		-			-		9,645,628		9,645,628
Balance, August 31, 2012		30,069,629	$	30,070	$	163,389		$	2,690,766	$	49,746,368	$	52,630,593

We depend on third-party data providers, systems and technologies to operate our business, the disruption of which could adversely affect our business, operating results and financial condition.

~~The~~Any ~~accompanying~~damage ~~notes~~to or failure of our IT Systems generally would prevent us from operating our business. We rely on data centers and third-party technology vendors in order to operate ~~these~~our ~~consolidated~~business, ~~financial~~and ~~statements~~we host our company-owned infrastructure at third-party data centers. We are also dependent on third-party providers to provide industry standard protection against potential damages such as cyber intrusions, natural disasters, criminal acts and technical maintenance. In the event of damage or interruption to IT Systems, it is unlikely that we would be appropriately compensated for the reputational harm that such an ~~integral~~interruption ~~part~~would create regardless of ~~these~~any ~~balance~~damages ~~sheets~~we may recover from such third parties or any insurance policy in place. This would in turn reduce our revenue, subject us to liability and may cause us to lose customers, any of which could materially adversely affect our business.

FAdditionally, improving our platform’s infrastructure and expanding its capacity in anticipation of growth in new channels and formats, as well as implementing technological enhancements to our platform to improve its efficiency and cost-7effectiveness are key components of our business strategy, and if our third-party data centers are unable to keep up with our growing needs for capacity, this could have an adverse effect on our business. Any changes in the service levels at our third-party data centers or any errors, service interruptions, defects, disruptions, or other performance problems could adversely affect our reputation, expose us to liability, cause us to lose customers, or otherwise adversely affect our business, operating results and financial condition. Any errors, bugs or defects in such IT Systems could result in errors or a failure of our solutions, which could harm our business. Additionally, we cannot ensure that these third-party leases or licenses, or support for such leased or licensed products and technologies, will continue to be available to us on commercially reasonable terms, if at all. We cannot be certain that our suppliers or licensors are not infringing the intellectual property rights of others or that our suppliers and licensors have sufficient rights to the technology in all jurisdictions in which we may operate. In the future, we might need to license other hardware, software, content or services to enhance our products and meet evolving customer requirements. Any inability to license or otherwise obtain such hardware or software could result in a reduction in functionality, or errors or failures of our products, until equivalent technology is either developed by us or, if available, is identified, obtained through purchase or license, and integrated into our solutions, any of which may reduce demand for our solutions and increase our expenses. In addition, third-party licenses may expose us to increased risks, including risks associated with the integration of new technology, the diversion of resources from the development of our own proprietary technology, and our inability to generate revenue from new technology sufficient to offset associated acquisition and maintenance costs, all of which may increase our expenses and harm our results of operations.

~~Table of Contents~~37

~~China~~If ~~Bilingual~~we ~~Technology~~fail &to ~~Education~~detect ~~Group~~or ~~Inc.~~prevent fraud or malware intrusion on our platform, devices, or systems, or into the systems or devices of our customers and ~~Subsidiaries~~their consumers, publishers could lose confidence in our platform, and we could face legal claims and regulatory investigations, any of which could adversely affect our business, operating results and financial condition.

~~Consolidated~~We ~~Statements~~may be the target of ~~Cash~~fraudulent ~~Flows~~or malicious activities undertaken by persons seeking to use our platform for improper purposes. For example, someone may attempt to divert or artificially inflate customer purchases through our platform or attempt to disrupt or divert the operation of the systems and devices of our publishers and their consumers in order to misappropriate information, generate fraudulent billings or stage cyberattacks, or other unauthorized or illicit purposes. Those activities could also introduce malware through our platform in order to commandeer or gain access to confidential information or personal information. We use third-party tools and proprietary technology to identify non-human traffic and malware, and we may reduce or terminate relationships with customers that we find to be engaging in such activities. However, there can be no assurance that our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information. Perpetrators of fraudulent impressions and malware frequently change their tactics and may become more sophisticated over time, requiring both us and third parties to improve processes for assessing the quality of publisher inventory and controlling fraudulent activity. In the meantime, new or changing data privacy laws (in particular outside the EU and the U.S.) could potentially interfere with the data collection required in order to detect fraud. If we fail to detect or prevent fraudulent or malicious activity of this sort, our reputation could be damaged, customers may contest payment, demand refunds or fail to give us future business, or we could face legal claims or investigations from customers or regulators. Even if we are not directly involved in fraud or malicious activity, any sustained failures of others in our industry to adequately detect and prevent fraud could generate the perception that digital marketing is unsafe and lead our customers to avoid digital marketing products like ours.

~~(In~~The USstandards ~~Dollars)~~that private entities and inbox service providers adopt in the future to regulate the use and delivery of email may interfere with the effectiveness of our platform and our ability to conduct business.

	For The Years Ended August 31,
	2012			2011
				Unaudited
Cash flows from operating activities:
Net income	$	9,645,628		$	13,432,754
Depreciation of property and equipment		3,359,844			906,701
Amortization of land use rights		1,127,377			152,319
Stock based compensation		105,361			105,449
Changes in operating assets and liabilities:
Adjustments in net cash (used in) provided by operating activities
Other current assets		5,588,956			(216,787	)
Inventories		3,511			129,951
Accounts payable		116,679			(91,023	)
Other payables		616,545			(1,302,400	)
Accrued expenses		103,663			418,063
Refundable deposits		(666,277)			(743,761	)
Deferred school fees		6,168,811			2,726,856
Home purchase		35,524			129,942
Net cash provided by (used in) operating activities		26,205,622			15,648,064
Cash flows from investing activities:
Deposits - long term assets		-			(18,230	)
Fixed asset additions		(963,997	)		(223,111	)
Business combination		-			(16,021,106)
Advances to related parties receivables		-			(3,212,987)
Net cash used in investing activities		(963,997	)		(19,475,434)
Cash flows from financing activities:
Payments on acquisition payables		(1,928,508	)			-
(Repayments) of related party loans payables		(3,340,423	)		-
Proceeds debt		11,050,596			8,420,939
(Repayments) short term debt		(15,786,566	)		-
Net cash provided by (used in) financing activities		(10,004,901	)		8,420,939
Effect of exchange rate changes on cash		83,738			(394,535	)
Net increase (decrease) in cash and cash equivalents		15,320,462			4,199,034
Cash and cash equivalents, beginning of year		15,090,521			10,891,487
Cash and cash equivalents, end of year	$	30,410,983		$	15,090,521
Supplemental disclosures of cash flow information:
Cash paid for interest	$	2,211,530		$	95,571
Cash paid for taxes	$	-		$	-
Non cash investing and financing activities:
Long-term bank loan	$	-		$	-
Related party loan	$	-		$	7,842,522
Short-term bank loan	$	-		$	15,685,044
Short-term payable – acquisition	$	-		$	22,560,426
Long-term payable – acquisition	$	-		$	26,602,306
Deposit-long-term asset transfer to fixed asset	$	18,230		$	-

Our business is dependent on email services for promoting our customers’ brands, products and services. Other private entities often advocate standards of conduct or practices that significantly exceed current legal requirements and classify certain solicitations that comply with current legal requirements as impermissible “spam.” Some of these entities maintain “blacklists” of companies and individuals, and the websites, inbox service providers and IP addresses associated with those entities or individuals that do not adhere to those standards of conduct or practices for commercial solicitations that the blacklisting entity believes are appropriate. If a company’s IP addresses are listed by a blacklisting entity, emails sent from those addresses may be blocked if they are sent to any internet domain or internet address that subscribes to the blacklisting entity’s service or uses its blacklist.

~~The accompanying notes to consolidated financial statements are an integral part of these statements.~~38

~~F-8~~From time to time, some of our IP addresses have become, and we expect will continue to be, listed with one or more blacklisting entities due to the messaging practices of our customers and other users. We may be at an increased risk of having our IP addresses blacklisted due to our scale and volume of emails processed, compared to our smaller competitors. While the overall percentage of such email solicitations that our individual customers send may be at or below reasonable standards, the total aggregate number of all emails that we process on behalf of our customers may trigger increased scrutiny from these blacklisting entities. There can be no guarantee that we will be able to successfully remove ourselves from those lists. Because we fulfill email delivery on behalf of our customers, blacklisting of this type could undermine the effectiveness of our customers’ transactional email, email marketing programs and other email communications, all of which could have a material negative impact on our business, financial condition and results of operations.

~~Table~~Inbox service providers can also block emails from reaching their users. While we continually improve our own technology and work closely with inbox service providers to maintain our deliverability rates, the implementation of ~~Contents~~new or more restrictive policies by inbox service providers may make it more difficult to deliver our customers’ emails, particularly if we are not given adequate notice of a change in policy or struggle to update our platform to comply with the changed policy in a reasonable amount of time. In addition, some inbox service providers categorize as “promotional” emails that originate from email service providers and, as a result, direct them to an alternate or “tabbed” section of the recipient’s inbox. If inbox service providers materially limit or halt the delivery of our customers’ emails, or if we fail to deliver our customers’ emails in a manner compatible with inbox service providers’ email handling or authentication technologies or other policies, or if the open rates of our customers’ emails are negatively impacted by the actions of inbox service providers to categorize emails, then customers may question the effectiveness of our platform and cancel their accounts.

~~China~~Additionally, ~~Bilingual~~changes ~~Technology~~in &the ~~Education~~laws ~~Group~~or ~~Inc~~regulations that limit our ability to send such communications or impose additional requirements upon us in connection with sending such communications would also materially adversely impact our business. For example, Canada’s Anti-Spam Legislation (“CASL”) prohibits email marketing without the recipient’s consent, with limited exceptions. In addition, electronic marketing and ~~Subsidiaries~~privacy requirements in the EU are highly restrictive and differ greatly from those currently in force in the U.S., which could cause fewer individuals in the EU to subscribe to our marketing messages and drive up our costs and risk of regulatory oversight and fines if we are found to be non-compliant. These restrictions could prevent us from obtaining enough data to produce effective marketing results for our customers in these markets. Our use of email and other messaging services to send communications to consumers may also result in legal claims against us, for which we may incur increased expenses, and if successful might result in fines and orders with costly reporting and compliance obligations or might limit or prohibit our ability to send emails or other messages. We also rely on social networking messaging services to send communications and to encourage consumers to send communications. Changes to the terms of these social networking services to limit promotional communications, any restrictions that would limit our ability or our customers’ ability to send communications through their services, disruptions or downtime experienced by these social networking services or decline in the use of or engagement with social networking services by our customers’ end consumers could materially and adversely affect our business, financial condition and operating results.

~~Consolidated Statements of Cash Flows~~39

~~(In~~Risks USRelated ~~Dollars)~~to Ownership of Our Common Stock

	For the Eight Months Ended August 31, 2011			For the Year Ended December 31, 2010
Cash flows from operating activities:
Net income	$	9,444,060		$	11,966,081
Depreciation of property and equipment		651,674			965,795
Amortization of land use rights		102,434			148,637
Stock based compensation		105,449			18,000
Changes in operating assets and liabilities:
Adjustments in net cash (used in) provided by operating activities
Other current assets		(2,515,705	)		(845,830	)
Inventories		108,421			(19,948	)
Accounts payable		(90,525	)		(94,450	)
Other payables		(16,873	)		126,057
Accrued expenses		(64,765	)		(234,874	)
Refundable deposits		(347,269	)		(1,076,964	)
Deferred school fees		9,139,176			(1,712,385	)
Home purchase		23,168			146,457
Net cash provided by (used in) operating activities		16,539,245			9,386,576
Cash flows from investing activities:
Deposits - long term assets		(18,389	)		(8,618,441	)
Fixed asset additions		(225,055	)		(191,953	)
Business combination		(16,021,106	)		-
Proceeds from related parties receivables		-			3,062,969
Net cash used in investing activities		(16,264,550	)		(5,747,425	)
Cash flows from financing activities:
Repayments from related party loans		-			(1,215,691	)
Loans-other		8,420,939			-
Net cash provided by (used in) financing activities		8,420,939			(1,215,691	)
Effect of exchange rate changes on cash		1,081,677			122,666
Net increase (decrease) in cash and cash equivalents		9,777,311			2,546,126
Cash and cash equivalents, beginning of year		5,313,210			2,767,084
Cash and cash equivalents, end of year	$	15,090,521		$	5,313,210
Supplemental disclosures of cash flow information:
Cash paid for interest	$	95,571		$	-
Cash paid for taxes	$	-		$	-
Non cash investing and financing activities:
Related party loan	$	7,842,522		$	-
Short-term bank loan	$	15,685,044		$	-
Short-term payable – acquisition	$	22,560,426		$	-
Long-term payable – acquisition	$	26,602,306		$	-
Deposit paid for long-term assets	$	(8,782,894	)	$	-

We do not anticipate paying any cash dividends in the foreseeable future.

~~The~~We ~~accompanying~~have ~~notes~~never todeclared ~~consolidated~~or ~~financial~~paid ~~statements~~cash ~~are~~dividends, and we do not anticipate paying cash dividends in the foreseeable future. Therefore, you should not rely on an ~~integral~~investment ~~part~~in our common stock as a source for any future dividend income. Our Board has complete discretion as to whether to declare dividends. Even if our Board decides to declare and pay dividends, the timing, amount and form of ~~these~~future ~~statements~~dividends, if any, will depend on our future results of operations and cash flow, our capital requirements, our financial condition, contractual restrictions and other factors deemed relevant by our Board.

~~F-9~~Because our common stock does not trade on a national securities exchange, the prices of our common stock may be more volatile and lower than if we were listed.

~~Table~~Our common stock trades on the OTC PINK (the “OTCPK”) operated by OTC Markets Group Inc. This market is not a national securities exchange. While our common stock trading has been relatively active, generally the OTCPK does not have the same level of ~~Contents~~activity as a national securities exchange like Nasdaq. Most institutions will not purchase a security unless it is on a national securities exchange. In addition, they do not purchase stocks that trade below $5.00 per share. We may, in the future, take certain steps, including utilizing investor awareness campaigns, press releases, road shows and conferences to increase awareness of our business and any steps that we might take to bring us to the awareness of investors may require we compensate consultants with cash and/or stock. There can be no assurance that there will be any awareness generated or the results of any efforts will result in any impact on our trading volume. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business and trading may be at an inflated price relative to the performance of our company due to, among other things, availability of sellers of our shares.

~~China~~Our ~~Bilingual~~common ~~Technology~~stock &is ~~Education~~deemed ~~Group~~a ~~Inc.~~“penny stock,” ~~and~~which ~~Subsidiaries~~makes it more difficult for our investors to sell their shares.

~~Notes~~Our common stock is subject to the ~~Consolidated~~“penny stock” ~~Financial~~rules ~~Statements~~adopted under Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). The penny stock rules generally apply to companies whose common stock trades at less than $5.00 per share, subject to specific exceptions. Such exceptions include among others any equity security listed on a national securities exchange and any equity security issued by an issuer that has (i) net tangible assets of at least $2,000, if such issuer has been in continuous operation for three years, (ii) net tangible assets of at least $5,000, if such issuer has been in continuous operation for less than three years, or (iii) average annual revenue of at least $6,000 for the last three years. The “penny stock” designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce its liquidity.

~~For~~Moreover, as a result of apparent regulatory pressure from the ~~Years~~SEC ~~Ended August~~and 31the Financial Industry Regulatory Authority, ~~2012~~a growing number of broker-dealers decline to permit investors, or otherwise make it difficult, to purchase and ~~2011~~sell “penny stocks.” The “penny stock” designation may have a depressive effect upon our common stock price. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. Because our common stock is subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

~~NOTE~~General 1Risk ~~-NATURE OF BUSINESS~~Factors

~~Description~~If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our stock, or if our results of ~~Business~~operations do not meet their expectations, our stock price and trading volume could decline.

~~China~~The ~~Bilingual~~trading ~~Technology~~market &for ~~Education~~our ~~Group~~securities will ~~Inc.~~be ~~(the~~influenced ~~“Company”),~~by isthe anresearch ~~education~~and ~~company~~reports that ~~owns~~securities ~~and~~or ~~operates~~industry ~~high-quality~~analysts ~~K-12~~publish ~~private~~about ~~boarding~~us ~~schools~~or inour ~~China.~~business ~~The~~(or ~~Company~~the ~~established~~absence of ~~school~~such ~~operations~~research inor ~~1998~~reports). ~~and~~If ~~currently~~one ~~operates~~or ~~three~~more ~~schools~~of ~~encompassing~~these ~~kindergarten,~~analysts ~~elementary,~~cease ~~middle~~coverage ~~and~~of ~~high~~our ~~school~~Company ~~levels.~~or ~~The~~fail ~~Company’s~~to ~~schools~~publish ~~are~~reports ~~located~~on us regularly, we could lose visibility in ~~Shanxi~~the ~~and~~financial ~~Sichuan~~markets, ~~Provinces~~which ~~and focus~~in onturn ~~fluency~~could ~~and~~cause ~~cultural~~our ~~skills~~stock inprice ~~both~~or ~~Chinese~~trading ~~and~~volume ~~English~~to decline. Moreover, if asone ~~well~~or as more of the ~~PRC core~~analysts ~~curriculum. The~~who ~~Company’s~~cover ~~sector~~us indowngrade ~~education~~recommendations isregarding our stock, or if our results of operations do not meet ~~subject~~their toexpectations, ~~corporate~~our ~~income~~stock ~~tax~~price incould ~~the~~decline ~~PRC~~and such decline could be material.

~~Control by Principal Shareholders~~40

~~The~~We ~~Company’s~~have ~~directors,~~identified ~~executive~~material weaknesses ~~officers~~in ~~and~~our ~~their~~internal ~~affiliates~~control orover ~~related~~financial ~~parties,~~reporting. ~~own~~If ~~beneficially~~we ~~and~~fail into ~~the~~remediate ~~aggregate,~~these ~~the~~material ~~majority~~weaknesses, ofor ~~the~~if ~~voting~~we ~~power~~experience additional ofmaterial ~~the~~weaknesses ~~outstanding~~in ~~shares of~~ the ~~common~~future ~~stock~~or ofotherwise ~~the~~fail ~~Company.~~to ~~Accordingly,~~maintain ~~the~~effective ~~directors,~~internal ~~executive~~control ~~officers~~over ~~and~~financial ~~their~~reporting in ~~affiliates~~the future, ifwe ~~they~~may ~~voted~~not ~~their~~be ~~shares~~able ~~uniformly,~~to ~~would~~accurately ~~have~~or ~~the~~timely ~~ability~~report toour ~~control~~financial ~~the~~condition ~~approval~~or results of ~~most corporate actions~~operations, ~~including~~which ~~increasing~~may ~~the~~adversely affect ~~authorized~~investor ~~capital~~confidence ~~stock~~in ofus ~~the Company~~ and ~~the dissolution~~, ~~merger~~as ora ~~sale~~result, of the ~~Company's~~value ~~assets~~of orour ~~business~~common stock.

~~Financial~~As ~~Statements~~a ~~Presented~~public company, we are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. We are required to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. The process of designing and implementing internal controls over financial reporting is time consuming, costly, and complicated. If during the evaluation and testing process, we identify one or more material weaknesses in our internal control over financial reporting or determine that existing material weaknesses have not been remediated, our management will be unable to assert that our internal control over financial reporting is effective. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to our internal controls or the level at which our internal controls are documented, designed, implemented, or reviewed. If we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports and the valuation of our common stock could be adversely affected.

~~The~~Under ~~consolidated~~the supervision and with the participation of our management, including our principal executive officer and principal financial ~~statements~~and accounting officer, we conducted an evaluation of the ~~Company~~effectiveness ~~have~~of ~~been~~our ~~prepared~~internal control over financial reporting as of August 31, 2025, as such term is defined in ~~accordance~~Rules ~~with~~13a-15(f) and 15d-15(f) under the Exchange Act. Based upon their evaluation, our principal executive officer and principal financial and accounting ~~principles~~officer, ~~generally~~concluded ~~accepted~~that our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the ~~United~~Exchange ~~States~~Act) were not effective as of ~~America~~August ~~(“US~~31, ~~GAAP”)~~2025 due to the existence of material weaknesses.

~~The~~Remediation ~~Company~~measures ~~was~~are ~~incorporated~~time-consuming on in the ~~State~~Company’s offinancial ~~Nevada~~and onoperational ~~March~~resources. ~~31,~~In ~~2009~~order ~~under~~to improve the ~~name~~effectiveness ~~Designer~~of ~~Export,~~its ~~Inc. On~~internal ~~June~~control ~~30,~~over financial ~~2010~~reporting, the Company ~~changed~~will ~~its~~need ~~name~~to continue to ~~China~~expend ~~Bilingual~~resources, ~~Technology~~including &accounting-related ~~Education~~costs ~~Group~~and ~~Inc~~management oversight.

OnWe ~~June~~cannot ~~30,~~provide ~~2010,~~assurance that the ~~Company~~measures ~~entered~~we ~~into~~have ataken ~~Share~~to ~~Exchange~~date ~~Agreement~~and ~~(the~~may ~~“Agreement”)~~take ~~with~~in ~~Kahibah~~the ~~Limited~~future ~~(“KL”),~~will aprevent ~~British~~or ~~Virgin~~avoid ~~Islands~~potential ~~(“BVI”)~~future ~~corporation~~material ~~and~~weaknesses. The ~~its~~effectiveness ~~shareholders.~~of ~~According~~our tointernal ~~this~~control ~~Agreement,~~over ~~the~~financial ~~Company~~reporting ~~acquired~~is ~~all~~subject ~~the~~to ~~issued~~various ~~and~~inherent ~~outstanding~~limitations, ~~shares~~including ofcost limitations, ~~KL.~~judgments ~~The~~used ~~Company~~in ~~issued~~decision 26making,~~100,076~~ ~~shares~~assumptions ofabout ~~its~~the ~~common~~likelihood ~~stock~~of future events, ~~after~~the ~~giving~~possibility ~~effect~~of tohuman error and the ~~cancellation~~risk of ~~7,748,343~~fraud. ~~shares~~If onwe ~~June~~are ~~30,~~unable ~~2010,~~ to ~~KL’s~~remediate ~~shareholders~~the inmaterial ~~exchange~~weaknesses ~~for~~or ~~100%~~identify ofadditional ~~the~~material ~~shares~~weaknesses ofin ~~KL. After~~ the future, ~~closing~~our ofability ~~the~~to ~~transaction~~record, ~~the~~process ~~Company~~and ~~had~~report afinancial ~~total~~information ~~of 30~~accurately,~~000,005~~ ~~shares~~and ofto ~~common~~prepare ~~stock~~financial ~~issued~~statements ~~and~~within the ~~outstanding,~~time ~~with~~periods ~~KL’s~~required ~~shareholders~~by ~~owning~~the ~~87%~~SEC, ofcould ~~the~~be ~~total~~adversely ~~issued~~affected ~~and~~which, ~~outstanding~~in ~~shares~~turn, ofmay ~~the~~adversely ~~Company’s~~affect ~~common~~our ~~stock,~~reputation and business and the ~~balance~~market ~~held~~price byof ~~those~~the ~~who~~common ~~held~~stock. ~~shares~~In ofaddition, ~~the~~any ~~Company’s~~such ~~common~~failures ~~stock~~could ~~prior~~result toin ~~the~~litigation ~~closing~~or ofregulatory actions by the SEC ~~exchange.~~or ~~This~~other ~~transaction~~regulatory ~~resulted~~authorities, inloss ~~KL’s~~of ~~shareholders~~investor ~~obtaining~~confidence, adelisting ~~majority~~of ~~voting~~our ~~interest~~securities inand ~~the~~harm ~~Company.~~to ~~All~~our ~~shares~~reputation ~~are~~and ~~shown~~financial condition, ~~effective~~or diversion of afinancial ~~2.582781~~and ~~forward~~management ~~stock~~resources ~~split~~from asthe operation of ~~July~~our ~~14, 2010~~business.

~~The~~Item acquisition of KL and the operations of its subsidiaries were accounted for as a reverse merger, whereby KL is the continuing entity for financial reporting purposes and is deemed, for accounting purposes, to be the acquirer of the Company1B. In ~~accordance~~Unresolved ~~with~~Staff the applicable accounting guidance for accounting for the business combination as a reverse merger, KL is deemed to have undergone a recapitalization, whereby KL is deemed to have issued common stock to the Company’s common equity holdersComments. Accordingly, although the Company, as KL’s parent company, was deemed to have legally acquired KL, in accordance with the applicable accounting guidance for accounting for the transaction as a reverse merger and re-capitalization, KL is the surviving entity for accounting purposes and its assets and liabilities are recorded at their historical carrying amounts with no goodwill or other intangible assets recorded as a result of the accounting merger with the Company.

AsNot ~~part of the acquisition, the Company changed its name to China Bilingual Technology & Education Group Inc~~applicable. Share and per share amounts stated have been retroactively adjusted to reflect the acquisition. The accompanying financial statements present the historical financial condition, results of operations and cash flows of KL and its operating subsidiaries prior to the recapitalization.

The historical consolidated financial statements of the Company are those of KL, and of the consolidated entities. The consolidated financial statements of the Company presented for the years ended August 31, 2012 and 2011, the eight months ended August 31, 2011 and the year ended December 31, 2010 include the financial statements of China Bilingual, KL, KL’s subsidiary Taiyuan Taiji Industry Development co., Ltd. (“Taiyuan Taiji”), a wholly-foreign owned enterprise (“WFOE”) under the laws of the Peoples Republic of China (“PRC”), which owns 95% of the registered capital of Shanxi Taiji Industry Development Co., Ltd. (“Shanxi Taiji”), an equity joint venture company organized under the laws of the PRC. The remaining 5% ownership of Shanxi Taiji is owned by Ms. Ren Baiv, the sister of the Company's Chairman, Mr. Ren Ziging. The 5% ownership is held by Ms. Ren Baiv on behalf of Taiynan Taiji in accordance with local Chinese regulations, therefor no non-controlling interest is recognized. Shanxi Taiji owns all of the registered capital of Shanxi Modern Bilingual School (“Shanxi North Campus”) and Sichuan Guang’an Experimental High School (“Sichuan Guang’an School”), both private non-enterprise entities incorporated under the laws of the PRC, collectively the “Subsidiaries.”41

~~F-10~~Item 1C. Cybersecurity.

~~Table~~We recognize the critical importance of ~~Contents~~maintaining the trust and confidence of all our stakeholders. Cybersecurity risk is managed as part of our broader technology and operational oversight, with involvement from our executive leadership team.

~~Since~~As ~~the~~one ~~ownership~~ of ~~KL and its Subsidiaries was substantially~~ the ~~same,~~critical elements ~~the merger with each was accounted for as a transfer~~ of ~~equity~~our ~~interests~~overall ~~between~~risk ~~entities~~management ~~under common control~~approach, ~~whereby~~our ~~the~~cybersecurity ~~acquirer~~program ~~recognized~~is ~~the~~focused ~~assets~~on ~~and liabilities of each Subsidiary transferred at their carrying amounts. The reorganization was treated similar to~~ the ~~pooling~~following ofkey interest method with carry over basis. Accordingly, the financial statements for KL and its Subsidiaries have been combined for all periods presented, similar to a pooling of interest. The reorganization of entities under common control was retrospectively applied to the financial statements of all prior periods when the financial statements are issued for a period that includes the date the transaction occurred. Intercompany transactions and balances are eliminated in consolidations.areas:

OnRisk ~~August 31, 2011, the Company’s entered into an Equity Transfer Agreement~~ Management and purchased all of the outstanding equity of Shanxi Rising Education Investment Company Limited (the “Investment Company”) from the equity holders (the “Sellers”) for a total purchase consideration of RMB 690,000,000 (approximately $108,226,806). The net present value of the total fair value consideration transferred equals RMB 650,000,000 (approximately $102,565,721), of which RMB 370,217,933 (approximately $55,444,697) has been paid. Under the terms of the Equity Transfer Agreement the balance of the purchase price is to be paid over three years in three scheduled payments as follows: (See Note 20 – Business Combination for additional details on the Equity Transfer Agreement.)Strategy

1)Our ~~RMB~~approach ~~119,782,067~~to ~~(approximately~~cybersecurity focuses ~~$18~~on maintaining the confidentiality,~~900~~ integrity,~~822)~~ toand beavailability ~~paid~~of byour ~~August~~systems 31through technical safeguards, ongoing ~~2012~~monitoring, ~~but~~and ~~was~~operational ~~paid~~response processes. Cybersecurity practices are implemented and maintained by internal personnel and are adjusted based on ~~September~~system 3changes, ~~2012~~observed risks, and incident response activities.

2)Governance ~~RMB 100,000,000 (or RMB 87,589,800, approximately $13,821,094, net of discount) by August 31, 2013,~~ and Oversight

3)Cybersecurity ~~RMB~~oversight is ~~100,000,000~~managed ~~(or~~by ~~RMB~~executive ~~93,849,000,~~leadership. ~~approximately~~Day-to-day ~~$14,808,754,~~cybersecurity ~~net~~operations ofare ~~discount)~~overseen by ~~August~~the 31Chief Technology Officer (CTO). The Chief Executive Officer (CEO), ~~2014~~who serves on the Board, receives updates regarding cybersecurity matters as appropriate.

~~The~~Incident ~~net~~Monitoring, Response, ~~present~~and ~~value of the payments is discounted at the Company’s then current financing interest rate of 6.84%.~~Reporting

~~The Investment Company~~We maintain processes to identify, ~~a limited liability company established under the laws of the PRC~~investigate, ~~is an education company that owns~~ and ~~operates~~respond ato ~~K-12~~cybersecurity ~~private~~incidents ~~boarding~~affecting ~~school~~our ~~in Jinzhong City, Shanxi Province of the PRC, encompassing kindergarten, primary and secondary education~~systems. ~~The~~When ~~Investment~~incidents ~~Company was established in 2001 and it has share capital of RMB 70~~occur,~~000,000.~~ Itrelevant information is ~~the~~escalated ~~parent~~to ~~company~~executive ofleadership ~~Shanxi~~based ~~Rising~~on ~~School (~~the ~~"Rising~~nature ~~School"),~~and ~~founded~~severity ~~2002,~~of ~~which currently serves over 5,400 students from its location in Shanxi Province, PRC. The Rising School is now known by~~ the ~~Company as the “Shanxi South Campus~~incident.”

~~The~~Information ~~acquisition~~shared with ofour ~~the~~executive ~~Investment~~leadership ~~Company~~team ~~has been accounted for as a business combination under Accounting Standards Codification Topic 805,~~includes: Business Combinations (“ASC 805”). The total purchase consideration of RMB 690,000,000 has been allocated to the net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of August 31, 2011. As of the balance sheet date, August 31, 2011, the exchange rate to the US Dollar was RMB 6.3755.

~~Prior~~● toA ~~closing~~description ~~the Equity Transfer Agreement, the Company became involved in the operations~~ of the ~~Shanxi~~incident ~~South Campus in the spring of 2011. With the consent of the Investment Company, the Company assisted in the operations, accounting~~ and ~~promotion~~how ofit the school to attract more and better students for the 2011-2012 school year. Some of these responsibilities included collecting prepaid tuition, room & board and other school fees (“School Fees”) in advance of the school year, which combined with better operations, higher tuition rates and an increase in enrollment led to an increase in deferred revenue at August 31, 2011. The Company’s involvement at the Shanxi South Campus was ~~under the direction of Investment Company management until it assumed control of the Investment Company on August 31, 2011, in accordance with the Equity Transfer Agreement.~~identified

~~For~~● ~~the purpose of preparing the consolidated financial statement~~Systems, ~~the total purchase price is allocated to the Company’s net tangible assets acquired and liabilities assumed as of August 31~~services, ~~2011. The~~or ~~adjustments~~data record the purchase price allocation entries as of August 31, 2011, including allocation of fair values of the associated tangible assets, intangible assets and acquired liabilities, to eliminate the Company's historical equity balances and to record the estimated use of cash to fund the cash portion of the acquisition. The adjustments also include certain decreases in intercompany balances eliminated in consolidation. Accordingly, the fair value of assets acquired and liabilities assumed may be materially impacted by the results of the Company’s on-going operations after the date of the Equity Transfer Agreement.affected

~~F-11~~● Preliminary assessment of scope and severity

~~Table~~● ofMitigation ~~Contents~~actions taken or underway

~~Principles~~● ofOperational ~~Consolidation~~impact and recovery status

~~The~~Our ~~condensed~~executive ~~consolidated~~leadership team determines whether ~~financial~~and ~~statements~~how ~~include~~such ~~the~~matters ~~accounts~~are ofcommunicated ~~China~~to ~~Bilingual~~our ~~Technology & Education Group Inc~~Board. ~~and the following subsidiaries:~~

Subsidiaries	State and Countries Registered In	% Ownership
Kahibah Limited	British Virgin Island		100	%
Taiyuan Taiji Industry Development Co., Ltd.	People’s Republic of China		100	%
Shanxi Taiji Industrial Development Co., Ltd.(i)	People’s Republic of China		95	%
Shanxi Modern Bilingual School (ii)	People’s Republic of China		100	%
Sichuan Guang’an Experimental High School (iii)	People’s Republic of China		100	%
Shanxi Rising Education Investment Company Ltd. (iv)	People’s Republic of China		100	%
Shanxi Rising School (v)	People’s Republic of China		100	%

Technical Safeguards

~~(i) Shanxi~~We ~~Taiji~~deploy ~~Industrial~~technical safeguards ~~Development~~designed ~~Co.,~~to ~~Ltd.~~protect ~~was~~our ~~incorporated~~information ~~as a limited liability company on July 25~~systems, ~~1997~~which ~~under~~may ~~PRC~~include ~~law.~~access ~~It is currently 95% owned by Taiyuan Taiji and 5% owned by Ms. Ren Baiv. On November 25~~controls, ~~2009,~~network KLsecurity ~~entered into a share exchange agreement to sell the remaining 5% ownership to Ms. Ren Baiv. Ms. Ren Baiv is the sister of Mr. Ren Zhiqing~~measures, ~~the~~system ~~Company’s Chief Executive Officer. At December 31~~monitoring, and ~~2010~~malware Msprotection. ~~Ren~~These ~~Baiv~~safeguards ~~paid~~are 1maintained and ~~million~~updated ~~Renminbi (“RMB”)~~ as part of ~~the~~ongoing ~~capital~~system ~~contribution~~operations. The 5% ownership is held by Ms. Ren Baiv on behalf of the Taiyuan Taiji in accordance with local Chinese regulations, therefore no non-controlling interest is recognized. Shanxi Taiji is an equity joint venture under the laws of the PRC. The Shanxi North Campus, Modern Bilingual School and Sichuan Guang’an Experimental High School (the “Schools”) hold the requisite governmental licenses to provide private educational services within their province in China. Each province sets its own licensing criteria and duration following the general guidelines established by the national government for education standards.

~~(ii) Shanxi Modern Bilingual School (the “Shanxi North School”) was established in 1998 by Shanxi Taiji. It operates as a private K~~Third-12Party ~~boarding school on a 38 acre campus in Taiyuan City, Shanxi Province. The Shanxi School holds a three year provincial license to be renewed May, 2013.~~Considerations

~~(iii) Sichuan~~We utilize third-party service ~~Guang’an~~providers ~~Experimental~~to ~~High~~support ~~School~~certain ~~(the~~aspects ~~“Sichuan~~of ~~Guang’an~~our ~~School”)~~operations. ~~was~~Access ~~established in 2002~~ by ~~Shanxi~~third ~~Taiji. It~~parties ~~operates~~to asinternal asystems ~~private~~is ~~K-12~~managed ~~boarding~~and ~~school~~limited where ~~on a 23 acre campus in Guang’an~~applicable, ~~Sichuan~~and ~~Province. The~~security ~~Sichuan~~considerations ~~Guang'an School~~are ~~holds~~evaluated ain ~~four~~connection ~~year~~with ~~provincial~~the ~~license~~use ~~currently~~of ~~submitted~~such ~~for renewal~~providers.

(iv) Shanxi Rising Education Investment Company Ltd. (the “Investment Company”) was established in 2001 to own and operate private boarding schools in the PRC. The Investment Company has share capital of RMB 70,000,000. It is the parent company of one school, the Shanxi Rising School, which was acquired by the Company on August 31, 2011. The Investment Company has no operations other than its ownership of the Shanxi Rising School.42

~~(v) Shanxi~~Risk Rising School (the “Shanxi South School”) was established in 2002 by the Investment Company as a private boarding school encompassing kindergarten, primary and secondary education located in the Shanxi Province of the PRC. The school has been assimilated in the operation of the Company and re-branded as the Shanxi South School operating as a private K-12 boarding school on an 82 acre campus comprised of over 2.3 million square feet of facilities, including 18 dormitories with capacity for 10,000 students, academic classrooms, gymnasium, theatre, natatorium, cafeteria and other administrative and academic buildings. The Shanxi South School holds a four year provincial license to be renewed April 2015.Disclosure

~~All~~As ~~significant~~of ~~intercompany~~the ~~accounts~~date ~~and~~of this ~~transactions~~filing, we are not aware of any cybersecurity incidents that have ~~been~~materially ~~eliminated~~affected inor ~~consolidation~~are reasonably likely to materially affect our business, results of operations, or financial condition.

~~NOTE~~Although 2we are subject to ongoing and evolving cybersecurity threats, we are not aware of any material risks from cybersecurity threats in the fiscal year ending August 31, 2025 or thereafter that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. For more information on our cybersecurity risks, see "Risk Factors- Risks Related to Data Collection and Security, Intellectual Property and Technology Industry Regulations – ~~USE~~“A significant OFinadvertent ~~ESTIMATES~~disclosure or breach of confidential and/or personal information we may be deemed to process, or a security breach of our or our customers’, suppliers’, or other partners’ IT Systems could be detrimental to our business, reputation, financial performance and results of operations."

~~The~~Item preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods2. Measurement, estimates and assumptions are used for, but not limited to, the selection of the useful lives of property and equipment, impairment of long-lived assets, fair values and revenue recognitionProperties. Management makes these estimates using the best information available at the time the estimates are made; however, actual results, when ultimately realized, could differ from those estimates. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

~~F-12~~Not applicable.

~~Table~~Item of3. ~~Contents~~Legal Proceedings.

~~NOTE~~From 3time –to ~~SUMMARY~~time, OFwe ~~SIGNIFICANT~~are ~~ACCOUNTING~~involved ~~POLICIES~~in various legal proceedings arising from the normal course of business activities. Except for the proceeding below, the Company is not currently a party to any other legal proceedings the outcome of which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on its business, financial condition, and results of operations.

~~This~~On ~~summary~~March 3, 2025, plaintiff Intersect Technologies, LLC (“Intersect”) filed an amended complaint in the U.S. District Court in the District of ~~significant~~Delaware against ~~accounting~~us ~~policies~~alleging breach of contract and certain other causes of action against us related to the ~~Company~~business isof ~~presented~~DrivenIQ and the transfer of substantially all the assets of DrivenIQ to ~~assist~~us in ~~understanding~~connection with the ~~Company’s~~foreclosure ~~consolidated~~sale. ~~financial~~Intersect ~~statements. The~~sought ~~consolidated~~to ~~financial~~recover its ~~statements~~actual and ~~notes~~punitive ~~are~~damages ~~representations~~to of the ~~Company’s~~extent ~~management~~by law, which isit ~~responsible~~alleged ~~for~~was ~~their~~in ~~integrity~~excess ~~and~~of ~~objectivity~~$75,000. ~~These~~ ~~accounting~~In ~~policies~~February ~~conform~~2026, towe USentered into ~~GAAP~~settlement ~~and~~discussions ~~have~~with ~~been~~Intersect ~~consistently~~in ~~applied~~connection inwith this matter. On May 18, 2026, the ~~preparation~~parties ofreached an agreement-in-principle settling the ~~consolidated~~matter, ~~financial~~with ~~statements~~our insurance carrier covering our settlement costs.

InItem June 2009, the Financial Accounting Standards Board (“FASB”) established the Accounting Standards Codification (“ASC”) 105-10 (formerly Statement of Financial Accounting Standards (“SFAS”) No4. ~~168,~~Mine ~~The~~Safety FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles, a replacement of ASB ASC 105-10 establishes the FASB ASC as the source of authoritative accounting principles recognized by the FASB to be applied in preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“US GAAP”)Disclosures. ~~The adoption of this standard had no impact on the Company’s consolidated financial statements.~~

~~(a) Fair~~Not ~~Value of Financial Instruments~~applicable.

~~The~~PART Company applies the provisions of accounting guidance, FASB ASC Topic 820 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of August 31, 2012 and 2011, the fair value of cash and cash equivalents, other receivables, accounts payable, short term bank loans, and other payables approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates except for related party debt or receivables for which it is not practicable to estimate fair value.II

~~Effective~~Market ~~April~~Information 1,for ~~2009,~~Common ~~the FASB ASC Topic 820, Fair Value Measurement and Disclosure, requires disclosures about fair value of financial instruments in quarterly reports as well as in annual reports.~~ Stock

~~The~~Our ~~FASB~~common ~~ASC~~stock ~~Topic~~is currently ~~820~~quoted ~~clarifies~~on ~~the~~OTCPK ~~definition~~under ofthe ~~fair~~symbol ~~value~~“VIIQ”. ~~for~~Our ~~financial~~common ~~reporting,~~stock ~~establishes~~was apreviously ~~framework~~traded ~~for~~on ~~measuring~~OTCPK ~~fair~~under ~~value and requires additional disclosures about~~ the ~~use of fair value measurements~~symbol “CATG”.

Various inputs are considered when determining the fair value of the Company’s financial instruments. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three broad levels listed below:43

~~Level~~Holders 1of ~~– observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets.~~Record

~~Level~~As 2of –August ~~other~~31, ~~significant~~2025, there ~~observable~~were ~~inputs~~67 ~~(including~~holders ~~quoted~~of ~~prices~~record ~~for~~of ~~similar~~our ~~securities,~~common ~~interest~~stock. ~~rates~~As of April 30, ~~credit~~2026, ~~risks~~there were 67 holders of record of our common stock. Because some of our shares of common stock are held by brokers and other institutions on behalf of stockholders, ~~etc~~we are unable to estimate the total number of beneficial owners of our common stock represented by these record holders.).

~~Level~~Dividend ~~3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair market value of financial instruments).~~Policy

~~The~~We ~~Company’s~~have ~~adoption~~never ofdeclared or ~~FASB~~paid ~~ASC~~cash ~~Topic~~dividends ~~820~~on ~~did~~our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not ~~have~~anticipate apaying ~~material~~any ~~impact~~dividends on our common stock in the ~~Company’s~~foreseeable ~~consolidated~~future. Any future determination to declare dividends will be made at the discretion of our Board, subject to applicable laws and the terms of our indebtedness, and will depend on our financial ~~statements~~condition, operating results, capital requirements, general business conditions, and other factors that our Board may deem relevant.

~~The~~Securities ~~carrying~~Authorized ~~value~~for ofIssuance ~~financial~~Under Equity ~~assets~~Compensation and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a nonrecurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The Company had no financial assets and/or liabilities carried at fair value on a recurring basis at August 31, 2012 and 2011.Plans

The ~~availability~~Board ofhas ~~inputs~~currently authorized ~~observable~~10,000,000 inshares ~~the~~of ~~market~~common ~~varies~~stock ~~from~~for ~~instrument~~issuance tounder ~~instrument and depends on a variety of factors including~~ the ~~type~~Incentive ofPlan. During ~~instrument, whether~~ the ~~instrument~~year isended ~~actively traded~~August 31, ~~and other characteristics particular to the transaction. For many financial instruments~~2025, ~~pricing inputs are readily observable in the market~~7,230,000 ~~the~~option ~~valuation~~awards ~~methodology~~were ~~used is widely accepted by market participants~~granted, ~~and~~all ~~the~~of ~~valuation~~which ~~does~~were ~~not~~outstanding ~~require~~as ~~significant~~of ~~management~~August ~~discretion~~31, 2025. ~~For~~As ~~other~~of ~~financial~~April ~~instruments~~30, ~~pricing~~2026, ~~inputs~~7,252,910 ~~are~~option ~~less~~awards ~~observable~~were ingranted, ~~the~~all ~~market~~of ~~and~~which ~~may~~were ~~require management judgment~~outstanding.

~~F-13~~Sales of Unregistered Securities

~~Table of Contents~~None.

~~(b) Cash~~Use ~~and~~of ~~Cash Equivalents~~Proceeds.

~~For purposes of the consolidated statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents~~None. There are no restrictions to cash at August 31, 2012. A substantial amount of the Company’s cash is held in bank accounts in the PRC and is not protected by the Federal Deposit Insurance Corporation (“FDIC”) insurance or any other similar insurance. Given the current economic environment and the financial conditions of the banking industry there is a risk that deposits may not be readily available. Cash held in the PRC amounted to $30,408,830 and $15,088,156 at August 31, 2012 and 2011, respectively. The PRC places limitations on expatriating cash out of the country, which may limit the Company’s ability to pay dividends.

~~(c) Impairment~~Issuer Purchases of ~~Long-Lived~~Equity ~~Assets~~Securities

The Company’s long-lived assets and other assets (consisting of property and equipment and purchased land use rights) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment, and FASB ASC Topic 205, Presentation of Financial StatementsNone. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial position. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Through August 31, 2012, the Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that demand for the Company’s services will continue, which could result in an impairment of long-lived assets in the future.

~~(d) Income~~Item ~~taxes~~6. Reserved

OnItem ~~March~~7. ~~16, 2007, the PRC National People~~Management’s ~~Congress~~Discussion ~~passed~~and ~~the~~Analysis ~~PRC Enterprise Income Tax Law (“New EIT Law”) which became effective on January 1, 2008. Pursuant to the New EIT Law, a unified enterprise income tax rate~~ of ~~25%~~Financial ~~and~~Condition ~~unified tax deduction standards will be applied consistently to both domestic-invested enterprises~~ and ~~foreign-invested~~Results ~~enterprises~~of Operations.

~~Shanxi~~The ~~Taiji,~~following ~~Taiyuan~~discussion ~~Taiji~~ and ~~the~~analysis provides ~~Investment~~information ~~Company are~~which ~~taxed~~our ~~pursuant~~management tobelieves ~~the~~is ~~New~~relevant ~~EIT~~to ~~Law~~an ~~with~~assessment aand ~~unified~~understanding ~~enterprise~~of ~~income~~our ~~tax~~results ~~rate~~ of ~~25%.~~operations and ~~Shanxi~~financial ~~Taiji,~~condition. ~~Taiyuan~~The ~~Taiji~~discussion ~~and~~should ~~the~~be ~~Investment~~read ~~Company~~in ~~did~~conjunction ~~not~~with ~~pay~~our ~~any~~audited ~~income~~consolidated financial ~~taxes~~statements included ~~during~~elsewhere ~~the~~in ~~years~~this ~~ended~~Annual ~~August~~Report. ~~31,~~This ~~2012~~discussion ~~and~~contains ~~2011,~~forward-looking ~~the~~statements ~~eight~~based ~~months~~upon ~~ended~~our ~~August~~current 31expectations, estimates ~~2011~~ and ~~for the year ended December 31~~projections, ~~2010~~and ~~due~~involves tonumerous ~~net~~risks ~~losses~~and ~~experienced in the past reporting periods~~uncertainties. ~~The~~Actual ~~three~~results ~~entities~~ may ~~apply~~differ ~~the~~materially ~~past~~from ~~periods’~~those ~~net operating losses to futures years’ profits~~ contained in ~~order~~any toforward-looking ~~reduce~~statements ~~tax~~due ~~liability. Since Shanxi Taiji~~to, ~~Taiyuan~~among ~~Taiji~~other ~~and Investment Company have minimal business operations~~considerations, the ~~three~~matters ~~entities~~discussed ~~are unlikely to have profits~~ in ~~future~~the ~~periods.~~sections Astitled a“Risk Factors” ~~result, all deferred tax assets~~ and ~~liabilities~~“Special ~~are~~Note ~~deminimus,~~Regarding ~~and~~Forward-Looking ~~management would have a 100% valuation allowance for all deferred tax assets~~Statements.”

The Company has three subsidiaries registered as private schools (the “school-subsidiaries”), which are not subject to income taxes determined in accordance with the Law for Promoting Private Education (2003) and school-subsidiaries registered as private schools not requiring reasonable returns (similar to a not-for-profit entity) are treated as public schools and are generally not subject to enterprise income taxes. Therefore, the school-subsidiaries are tax exempt, including Shanxi North Campus, Shanxi South Campus and Sichuan Guangan School.44

~~Kahibah~~Overview Limited is exempt from income tax on all sources of income pursuant to the tax law in the British Virgin Islands. However, pursuant and subsequent to the reverse merger, the parent company in the U.S. may pay tax in future years.

~~Deferred~~VisitIQ ~~tax~~is ~~assets~~an ~~and~~AI-powered ~~liabilities~~campaign ~~are~~targeting engine ~~recognized~~that ~~for~~gives ~~the~~marketers, ~~future~~agencies, ~~tax~~and ~~consequences~~enterprise ~~attributable~~ go-to-market ~~differences~~(GTM) ~~between~~teams the ~~financial~~ability ~~statement~~to ~~carrying~~find, ~~amounts~~define, ~~of existing assets~~ and ~~liabilities~~activate ~~and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in~~ the ~~years~~audiences most inlikely ~~which those temporary differences are expected~~ to ~~be recovered or settled~~convert. The ~~effect~~platform onidentifies ~~deferred~~anonymous ~~taxes~~website ofvisitors, agenerates ~~change~~real-time inIdeal ~~tax~~Customer ~~rates~~Profiles is(ICPs), builds ~~recognized~~high-precision inlookalike ~~income~~audiences, indetects ~~the period that includes the enactment date. Deferred income tax expense represents the change during the period~~ in-market ~~the~~behavior, ~~deferred~~maps ~~tax assets and liabilities. The components of the deferred tax assets and liabilities are individually classified as current or non~~real-~~current~~world ~~based~~movement onpatterns, ~~their characteristics. Deferred tax assets~~ and ~~liabilities~~activates ~~are~~every ~~reduced~~audience across bypaid ~~a valuation allowance when~~media, ~~in the opinion of management~~email, ~~it is more likely than not that some portion or all of the deferred tax assets will not be realized. A provision has not been made at August 31~~CRM, ~~2012~~ and ~~2011~~marketing ~~and~~automation ~~December~~platforms—while ~~31,~~integrating ~~2010~~seamlessly ~~for~~with ~~U.S.~~existing ~~or additional foreign withholding taxes of undistributed earnings of foreign subsidiaries because it is the present intention of management~~ go-to-market workflows ~~reinvest the undistributed earnings indefinitely in foreign operations. Generally, such earnings become subject to U.S. tax upon the remittance of dividends~~ and ~~under certain other circumstances~~tools. ~~It is not practicable to estimate the amount of deferred tax liability on such undistributed earnings.~~

FVisitIQ is needed by GTM teams now more than ever, because the modern go-14to-market landscape has shifted under their feet. AI-driven search experiences have collapsed organic visibility across the web. Zero-click search has removed the very behavior relied on to generate inbound demand. Paid acquisition costs continue to rise as platforms consolidate inventory and shrink signal availability. Most website visitors remain anonymous, most campaigns waste spend on the wrong audiences, and most brands have no practical way to understand who is on their site, what they want, or whether they’re actively in a buying cycle.

~~Table~~VisitIQ ofsolves ~~Contents~~this problem by delivering a unified, AI-driven targeting layer that sits across the entire go-to-market stack - continuously enriching data, clarifying ICPs, identifying high-intent prospects, and delivering audiences directly into the execution tools companies already use to run their GTM efforts.

~~The~~Recent Company recognizes that virtually all tax positions in the PRC are not free of some degree of uncertainty due to tax law and policy changes by the government. However, the Company cannot reasonably quantify political risk factors and thus must depend on guidance issued by current government officials.Developments

~~Based~~Recent onFinancing ~~all known facts~~ and ~~circumstances~~Capital ~~and~~Structure Transactions current tax law, the Company believes that the total amount of unrecognized tax benefits as of August 31, 2012 and 2011 and December 31, 2010, are not material to its results of operations, financial condition or cash flows. The Company also believes that the total amount of unrecognized tax benefits as of August 31, 2012 and 2011 and December 31, 2010, if recognized, would not have a material effect on its effective tax rate. The Company further believes that there are no tax positions for which it is reasonably possible, based on the current PRC tax law and policy, that the unrecognized tax benefits will significantly increase or decrease over the next twelve months producing, individually or in the aggregate, a material effect on the Company’s results of operations, financial condition or cash flows as of August 31, 2012 and 2011 and December 31, 2010, but the tax years are still open for examination.

As more fully described in the notes to the audited consolidated financial statements included elsewhere in this Annual Report, in October 2024, the Company entered into a note purchase agreement with Arena, pursuant to which the Company issued to Arena a convertible promissory note (ethe “October Note”) ~~Revenue~~ ~~Recognition~~with a principal amount of $1,333,333. The October Note was issued with an original issue discount and ~~Deferred~~resulted ~~School~~in gross ~~Fees~~proceeds to the Company of $1,200,000. In April 2025, the October Note, and the related accrued interest, was converted into 3,903,065 shares of Series B Convertible Preferred Stock. In November 2024 we completed a capital restructuring to simplify our capital structure whereby convertible notes payable and warrants were exchanged for Series B Convertible Preferred Stock. Additionally, in April 2025 and November 2025, we signed convertible note agreements with our largest shareholder of convertible preferred stock, Arena, which has provided the Company with approximately $3.75 million of funding to date. In November 2025, we also received a $391,000 investment from our main outsourced technology development partner into our Series C Convertible Preferred Stock. The investment was comprised of $80,000 of cash and cancellation of approximately $311,000 in outstanding payables to this vendor.

~~Revenues~~In ~~consist~~March ~~primarily of tuition~~2026, ~~room & board and other fees (~~the ~~"School~~Company, ~~Fees") derived~~VisitIQ, ~~from providing meals~~ LLC and ~~housing~~Vern ~~for~~Hanzlik, ~~students~~as ~~living~~a onkey ~~campus.~~person ~~Revenues~~of ~~from School~~the ~~Fees are~~Company, ~~recognized~~entered ~~pro-rata~~into ~~(on~~ a ~~straight-line~~Revenue ~~basis)~~Loan ~~over~~and ~~the~~Security ~~relevant~~Agreement, ~~period~~dated ~~attended~~March by26, ~~the~~2026 ~~student of~~ (the “Revenue ~~applicable~~Loan ~~grade or program. The school year typically runs September 1 through August 31~~ and ~~deferred~~Security ~~School~~Agreement”) ~~Fees~~with ~~are~~Decathlon ~~recognized~~Alpha ~~over~~V, ~~the twelve-month period~~L.P. If(“Decathlon”) arelating ~~student~~to ~~withdraws from~~ a ~~course~~secured financing orof ~~program within three months after~~ $2,200,000 (the ~~school~~“Revenue ~~year~~Loan ~~starts~~Amount”), ~~the~~with ~~paid~~$1,000,000 ~~but~~being ~~unearned~~advanced ~~portion~~to of the ~~student’s~~Company ~~School~~upon ~~Fees~~execution of ~~is 67% refunded. If a student withdraws after~~ the ~~first~~Revenue ~~three~~Loan ~~months~~and inSecurity aAgreement ~~school~~and ~~year,~~one noor ~~School~~more ~~Fees~~addition ~~will~~advances beavailable ~~refunded.~~for ~~As a result,~~ the ~~Company~~remainder ~~has~~of ~~recorded deferred School Fees as a current liability on~~ the ~~consolidated~~Revenue ~~balance~~Loan ~~sheet~~Amount available into the ~~event~~Company aupon ~~student~~request, ~~withdraws~~provided ~~from~~that ~~school and~~ the Company has tosatisfied ~~return~~all aconditions ~~portion~~with ofrespect ~~the~~to ~~deferred~~such ~~School Fees~~advance. ~~In past years there were minimal students who withdrew from a course or program before the end of a school year.~~

The ~~Company~~Revenue ~~normally~~Loan ~~receives~~and ~~deferred School~~Security ~~Fees~~Agreement requires ~~from~~monthly ~~students~~payments atof ~~their~~Fixed ~~initial~~Payment ~~admission~~Amounts or(as ~~before~~set ~~the~~forth ~~start~~in of the ~~school~~Revenue ~~year~~Loan onand ~~September~~Security 1.Agreement) Aswith ~~of August 31, 2012,~~ all ~~students~~outstanding advances atand the ~~North~~Interest ~~and~~(as ~~South~~defined ~~Campuses~~in ~~are~~them ~~required~~Revenue ~~to fully prepay~~Loan ~~school~~and ~~fees~~Security atAgreement) ~~the~~being ~~beginning~~due ofat ~~the~~maturity ~~school~~on ~~year~~March ~~by September 1~~26, ~~2012~~2030 ~~for~~(unless accelerated ~~the~~upon ~~2012-2013~~a ~~school~~change ~~year.~~of Atcontrol or the ~~Sichuan~~occurrence ~~Campus~~of ~~students~~other ~~are~~events ~~required~~of todefault). ~~fully~~Interest ~~prepay~~does ~~school~~not ~~fees~~accrue ~~for~~on ~~the~~advance(s) ~~first~~pursuant to ~~semester~~the atLoan ~~the~~Agreement, ~~beginning~~rather ofa ~~the~~minimum ~~school~~amount ~~year~~of byInterest ~~September~~(as 1,defined ~~and~~in the ~~second~~Loan ~~semester~~Agreement) ~~must~~is bedue ~~fully~~pursuant ~~prepaid~~to ~~before~~ the ~~beginning~~terms of the Loan ~~second~~Agreement. ~~semester~~The byRevenue ~~March~~Loan ~~1. In~~and ~~prior~~Security ~~periods~~Agreement ~~this~~further ~~policy~~provides ~~was~~for ~~not~~the ~~fully~~payment ~~enforced.~~of ~~Some~~fees ~~students~~by ~~will~~the ~~benefit~~Borrower ~~from~~and aincludes ~~discount~~customary representations ofand ~~fees~~warranties, ifindemnification ~~they~~provisions, ~~prepay~~covenants ~~School~~and ~~Fees~~events ~~for~~of ~~two~~default. toSubject ~~three~~in ~~years~~some ofcases ~~school~~to ~~term.~~cure ~~Deferred~~periods, amounts ~~School~~outstanding ~~Fees~~and isotherwise ~~the~~due ~~portion~~under ofthe ~~payments~~Revenue ~~received~~Loan ~~but~~and ~~not~~Security ~~earned~~Agreement ~~and~~may isbe ~~reflected~~accelerated asfor atypical ~~current~~defaults ~~liability~~including, but ~~under~~not ~~deferred~~limited ~~School~~to, ~~Fees in~~ the ~~accompanying~~failure ~~consolidated~~to ~~balance~~make ~~sheets~~when asdue ~~such~~payments, ~~amounts~~the ~~are~~failure ~~expected~~ to beperform ~~earned~~any covenant, ~~but~~the ~~may~~inaccuracy beof ~~refundable~~representations and ~~within~~warranties, and the ~~next~~occurrence ~~year~~of debtor-relief proceedings.

~~Below~~In isconnection awith ~~schedule~~the ofRevenue ~~deferred~~Loan ~~School~~and Security ~~Fees as~~Agreement, ofthe ~~August~~Company, 31VisitIQ, ~~2012~~LLC, ~~expected~~Decathlon toand beArena ~~recognized~~also entered into ~~revenue~~a ~~over~~Subordination ~~twelve~~Agreement ~~months for~~ (the ~~next~~“Subordination Agreement”), ~~year~~dated ~~ended~~March ~~August~~26, 312026, ~~(corresponds~~pursuant to ~~school~~which ~~year~~Arena –subordinated ~~September~~all 1security ~~through~~interests ~~August~~or ~~31)~~liens ~~and~~that ~~thereafter~~Arena asmay ~~follows:~~have in the property of the Company or VisitIQ, LLC to Decathlon.

Twelve Month Period Ended August 31	August 31, 2012		August 31, 2011
2012	$	-	$	36,651,052
2013		42,898,207		1,627,048
2014		2,009,646		1,220,872
Thereafter		994,572		-
Total	$	45,902,425	$	39,498,972

~~(f) Foreign~~Trends and ~~Currency~~Other ~~Translation~~Factors Affecting Our Business

~~The~~We believe ~~Company’s~~that ~~principal~~our ~~country~~performance ~~of operations is The PRC. The financial position~~ and ~~results~~future ofsuccess ~~operations~~depend ofon ~~the~~many ~~Company~~factors ~~are~~that ~~determined~~present ~~using~~significant ~~the~~opportunities ~~local~~for ~~currency~~us ~~(“Renminbi~~but oralso pose ~~RMB”)~~risks asand ~~the~~challenges, ~~functional~~including ~~currency. The~~those ~~results~~discussed ofbelow ~~operations~~and ~~denominated~~ in ~~foreign currency are translated at~~ the ~~average~~section ~~rate~~ of ~~exchange~~this ~~during~~Annual ~~the~~Report ~~reporting~~titled ~~period~~“Risk Factors.”

~~Assets~~We regularly ~~and~~evaluate ~~liabilities~~several ~~denominated~~metrics, inincluding ~~foreign currencies at~~ the ~~balance~~metrics ~~sheet~~presented ~~date~~in ~~are translated at~~ the ~~exchange~~table ~~rates~~below, ~~prevailing~~to atmeasure ~~the~~our ~~balance~~performance, ~~sheet~~identify ~~date. The~~trends affecting ~~results~~our ofbusiness, ~~operations~~prepare ~~are~~financial ~~translated~~projections, ~~from~~make ~~Renminbi~~strategic todecisions USand ~~Dollar~~establish atperformance ~~the~~goals ~~weighted~~for ~~average~~compensation and ~~rate~~we ofperiodically ~~exchange~~review ~~during~~and ~~the~~revise ~~reporting~~these ~~period. The~~metrics ~~registered~~to ~~equity~~reflect ~~capital~~changes ~~denominated~~ in ~~the~~our ~~functional currency is translated at the historical rate of exchange at the time of capital contribution~~business. All translation adjustments resulting from the translation of the financial statements into the reporting currency (“US Dollars”) are dealt with as a component of accumulated other comprehensive income.

F-15

	2025		2024

Bookings for the year ended August 31	$	4,379,609	$	593,999
Data revenue for the year ended August 31		2,212,601		2,059,174
Gross profit for the year ended August 31		1,428,369		(1,184	)

~~Table~~Bookings are ofdefined ~~Contents~~as a contracted future platform license in contracted dollars.

~~Translation adjustments net of tax totaled $252,324 and $1,699,817, for the year ended August 31, 2012 and 2011, respectively.~~Customer Concentration

~~Translation~~During the ~~adjustments~~year ~~net~~ended ofAugust ~~tax~~31, ~~totaled $1~~2025,~~432,623,~~ ~~for~~three ~~the~~customers ~~eight~~accounted ~~months~~for ~~ended~~29%, ~~August~~15% ~~31,~~and ~~2011,~~11% ~~translation~~of ~~adjustments~~consolidated ~~net~~revenue. As of ~~tax~~August ~~totaled~~31, ~~$801~~2025,~~583,~~ these three customers accounted for ~~the~~61% ~~years~~of ~~ended~~consolidated ~~December~~accounts 31receivable, ~~2010, respectively~~net.

AsDuring the ofyear ended August 31, ~~2012 and 2011~~2024, ~~the~~one ~~exchange~~customer ~~rate~~accounted tofor ~~the~~22% ~~U.S.~~of ~~Dollar~~consolidated ~~was RMB 6~~revenue.~~3374~~ As ~~and~~of ~~RMB~~August ~~6.3755~~31, ~~respectively. The~~2024, ~~average~~three ~~exchange~~customers, inclusive ~~rate~~of ~~for~~ the ~~year~~customer ~~ended~~with ~~August~~the 31revenue concentration, ~~2012~~accounted ~~and~~for ~~2011~~54% ~~was~~of ~~RMB~~consolidated ~~6.3345~~accounts ~~and RMB 6.5673~~receivable, ~~respectively~~net.

AsContinued Investment ofand ~~December 31, 2010, the exchange rate to the U.S. Dollar was RMB 6.6227. The average exchange rate for the eight months ended August 31, 2011 was RMB 6.5106.~~Innovation

~~(g) Comprehensive~~We continue ~~Income~~to invest in our platform by working to develop innovative solutions to address our customers’ needs and focus on our customers identifying the most impactful areas for advancement. We believe this process has contributed significantly to our increases in bookings and customer growth. We believe that continued investments in our products are important to our future growth and, as a result, we expect our software development costs to continue to increase, which may adversely affect our near-term liquidity.

~~The~~Macroeconomic Conditions ~~Company reports comprehensive income in accordance with FASB ASC Topic 220, Comprehensive Income, which established standards for reporting~~ and ~~displaying~~Other ~~comprehensive~~World ~~income and its components in a financial statement that is displayed with the same prominence as other financial statements.~~Events

~~Total~~General economic ~~comprehensive~~and ~~income~~political isconditions ~~defined~~such as ~~all changes in stockholders' equity during a period~~recessions, ~~other~~interest ~~than those resulting from investments by and distributions to stockholders (i.e.~~rates, ~~issuance~~fuel ~~of equity securities and dividends). Generally~~prices, ~~for the Company~~inflation, ~~total~~foreign ~~comprehensive income equals net income plus or minus adjustments for~~ currency ~~translation. Total~~fluctuations, ~~comprehensive~~international tariffs, ~~income~~social, ~~represents~~political ~~the~~and ~~activity~~economic ~~for~~risks aand ~~period~~acts ~~net~~ of ~~related~~war ~~tax~~or ~~and~~terrorism ~~was $9~~(including,~~897,952~~ ~~and~~for ~~$15~~example,~~132,571,~~ ~~for~~ the ~~years~~ongoing ~~ended~~military ~~August~~conflicts in ~~31,~~Israel ~~2012~~ and ~~2011,~~in ~~respectively. Total~~Ukraine ~~comprehensive income was $10,876,683~~ and ~~$12,767,664, for~~ the ~~eight~~economic ~~months~~sanctions ~~ended~~related ~~August 31~~thereto), ~~2011~~have ~~and~~added ~~for~~uncertainty ~~the~~in ~~year~~timing ~~ended~~of ~~December~~customer ~~31, 2010, respectively~~orders.

~~While~~See “Risk ~~total~~Factors - Risks ~~comprehensive~~Related ~~income~~to isOur ~~the~~Business ~~activity~~and inIndustry-Our abusiness ~~period and~~ is ~~largely~~subject ~~driven~~to ~~by net earnings in that period, accumulated other comprehensive income or loss (“AOCI”) represents~~ the ~~cumulative~~risk ~~balance~~ of ~~other~~catastrophic events ~~comprehensive~~such ~~income~~ as ofpandemics, ~~the~~hurricanes, ~~balance~~wildfires, ~~sheet~~tornadoes, ~~date. For the Company~~earthquakes, ~~AOCI~~extreme isweather ~~primarily~~events, ~~the~~flooding, ~~cumulative~~droughts ~~balance~~and ~~related~~power outages, and to ~~the~~business ~~currency~~and ~~adjustments~~operational ~~and~~interruption ~~increased~~by ~~comprehensive~~man-made ~~income~~problems ~~and~~such ~~equaled~~as $2war,~~690,766~~ conflicts and ~~$2,438,442,~~terrorism” asand of“We may ~~August~~be ~~31,~~adversely ~~2012~~affected ~~and~~by ~~2011,~~the ~~respectively~~effects of inflation.”

~~(h) Concentrations,~~Components of ~~Risks,~~Results ~~and~~of ~~Uncertainties~~Operations

All of the Company’s operations are located in the PRC. There can be no assurance that the Company will be able to successfully continue to provide the services offered and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general economic conditions, teacher salaries, competition, governmental and political conditions, and changes in regulations. Because the Company is dependent on trade in the PRC, the Company is subject to various additional political, economic and other uncertainties. Among other risks, the Company’s operations will be subject to risk of restrictions on transfer of funds, domestic and international customs, changing taxation policies, foreign exchange restrictions, and political and governmental regulations.Revenue

~~(i) Advertising~~Revenues arise primarily from the Company’s proprietary AI-driven technology platform, which is named VisitIQ, via subscription fees and volume-based utilization fees.

The Company expenses the cost of advertising as incurred or, as appropriate, the first time the advertising takes place. Advertising costs for the years ended August 31, 2012 and 2011, the eight months ended August 31, 2011, and the year ended December 31, 2010 were not significant.46

~~(j) Research~~We also offer media activation services to our customers and ~~Development~~this service consists of the fees charged for the Company’s management of media campaigns for customers, and the activation of the data to the related media campaign.

~~The Company expenses the cost~~ Cost of research and development as incurred. Research and development costs for the years ended August 31, 2012 and 2011, the eight months ended August 31, 2011, and the year ended December 31, 2010 were not significant.Sales

~~(k) Basic~~Our cost of sales is largely related to the costs of our customer data that drives our technology platform, the hosting fees for that data and ~~diluted~~our ~~earnings~~platform, ~~per~~and ~~share~~other costs related to maintaining our platform and its responsiveness.

Earnings per share is calculated in accordance with the ASC Topic 260, Earnings Per Share. Basic earnings per share is calculated dividing net earnings available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is based on the assumption that all dilutive convertible shares, stock options, warrants Legal and ~~other~~Professional equity awards were converted or exercised during the period. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.Fees

FLegal and professional fees relate mainly to fees paid to our lawyers in connection with various financing agreements our other capital structure-16related items, in addition to fees paid to our auditors and tax accountants.

~~Table of Contents~~Personnel Expenses

~~Basic~~Personnel expenses ~~and~~consist ~~diluted~~primarily ~~earnings~~of ~~per~~salaries ~~share were $0.32~~ and ~~$0.32~~related ~~per~~personnel ~~share~~costs ~~and $0.45 and $0.45 per share, respectively~~ for ~~the~~individuals ~~year~~working ~~ended~~on ~~August~~our ~~31, 2012 and 2011~~team.

~~Basic~~ General and ~~diluted~~Administrative earnings per share were $0.31 and $0.31 per share, for the eight months ended August 31, 2011. Basic and diluted earnings per share were $0.43 and $0.43 per share, for the year ended December 31, 2010. Expenses

~~(l) Statement~~General and administrative expenses consist primarily of ~~Cash~~our ~~Flows~~insurance expense, non-capitalized software costs, general corporate costs, and rent.

In accordance with ASC Topic 230, Statement of Cash Flows, cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rates. As a result, amounts related to assets Selling and ~~liabilities~~Marketing ~~reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.~~Expenses

~~(m) Reclassification~~Sales and marketing expenses consist primarily of costs related to advertising, marketing promotions, and travel costs.

~~Certain reclassifications have been made to the 2011~~ Depreciation and ~~2010~~Amortization ~~consolidated financial statements to conform to the 2012 consolidated financial statement presentation. These reclassifications had no effect on net income as previously reported.~~Expenses

~~(n) Accounting~~Depreciation and ~~Pronouncements~~amortization expenses primarily relate to the amortization of our capitalized software development costs, which are expensed over a period of 3 years.

~~Accounting~~Credit Loss Standards Update (“ASU”) ASU No. 2010-09 (ASC Topic 855), which amends Subsequent Events Recognition and Disclosures, ASU No. 2009-16 (ASC Topic 860), which amends Accounting for Transfer of Financial Assets, ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-08, Earnings per Share, ASU No. 2009-12(ASC Topic 820), Investments in Certain Entities That Calculate Net Asset Value per Share, and various other ASU’s No. 2009-2 through ASU No. 2012-07 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant, except for ASU 2011-05 (ASC Topic 220, Comprehensive Income) which will affect the presentation of Comprehensive Income and is effective for periods after December 15, 2011 and early adoption is allowed.Expenses

~~Other~~Credit loss ~~accounting~~expenses ~~standards~~relate ~~have~~to ~~been issued or proposed by~~ the ~~FASB~~expense orincurred ~~other~~when ~~standard-setting~~accounts ~~bodies~~receivable ~~that do not require adoption until a future date and~~ are ~~not~~considered ~~expected~~ to ~~have~~be ~~a material impact on the Company’s financial statements~~uncollectable.

~~NOTE~~Stock-Based Compensation ~~4 – INVENTORY~~Expenses

~~Inventories~~Stock-based compensation ~~are~~expenses ~~stated~~relate atprimarily to the ~~lower~~Company’s ofmajority ~~cost,~~stockholder ~~determined~~entering oninto a ~~weighted~~consulting ~~average~~agreement ~~basis,~~with orthe Company. ~~net~~As ~~realizable~~payment ~~value. Net~~under ~~realizable~~this ~~value~~consulting isagreement, the ~~estimated~~stockholder ~~selling~~was ~~price~~allowed into ~~the~~convert ~~ordinary~~42,814,596 ~~course~~shares of ~~business. The~~their ~~Company’s~~Series B ~~inventories~~Convertible ~~are~~Preferred ~~typically~~Stock ~~school~~into ~~supplies~~57,086,261 ~~used~~shares inof ~~the~~Series ~~normal~~C ~~course~~Convertible ofPreferred ~~business~~Stock. ~~When~~The ~~inventories~~Company ~~are~~determined ~~consumed,~~the ~~their~~fair value ~~carrying~~of ~~amounts~~the ~~are~~Series ~~expensed~~C inConvertible Preferred Stock received as consideration under the ~~year~~consulting ~~used. Write-downs~~agreement ~~for~~was ~~declines~~approximately in$2,528,000 greater ~~net~~than ~~realizable~~the fair value orof ~~for~~the ~~losses~~Series ofB ~~inventories~~Convertible ~~are~~Preferred ~~recognized~~Stock at the conversion date and recorded this excess amount as anStock-based compensation expense in the ~~year~~consolidated statements of ~~impairment~~operations. orAdditionally, ~~loss~~the ~~occurs. Inventories~~Company ~~consisted~~incurred ofapproximately $419,000 ~~the~~in ~~following:~~stock-based compensation expense for stock option awards granted to employees, contractors, Directors and Board advisors.

	August 31, 2012			August 31, 2011
Course materials	$	-		$	-
Low consumable items		6,524			6,485
Low consumable tools	$	6,524		$	6,485
Less: Inventory provision*		(6,524	)		(2,996)
Total	$	-		$	3,489

*Impairment Losses ~~The~~on ~~inventory~~Equity ~~provision is an inventory allowance for aged or obsolete inventory items.~~Investments

~~F-17~~Impairment losses in the year ended August 31, 2024 were related to an investment the Company had in an entity where the Company determined that there was a partial impairment and reduced the recorded amount by $16,000.

~~Table~~Loss on Disposition of ~~Contents~~Software Assets

~~NOTE~~During the 5year -ended ~~PREPAYMENT~~August ~~AND~~31, ~~OTHER~~2024, ~~CURRENT~~the ~~ASSETS~~Company recorded a loss of approximately $377,000 related to the disposition of capitalized software that was no longer being used by the Company.

~~Prepayment and other current assets consisted of the following:~~Interest Expense

	August 31, 2012		August 31, 2011
Cash – individual bank accounts	$	3,216,850	$	8,734,422
Advances to suppliers		568,324		737,741
Other prepaid		-		66,710
Other receivables		292,864		67,809
Total	$	4,078,038	$	9,606,682

Interest expense primarily consists of interest incurred and amortization of original issue discount under our outstanding convertible debt agreements.

~~Cash – individual bank accounts, is for funds advanced to employees for the purchase of school and boarding related~~Interest income materials for the day-to-day operations of the school. Advances to suppliers are primarily advances for travel and other related expenses. The other prepaid and other receivables are primarily for certain operating requirements of the school.

~~NOTE~~Interest income 6of –approximately ~~DUE~~$19,000 TOwas ~~RELATED~~recorded ~~PARTIES~~during the year ended August 31, 2024 related to interest received on a certain investment the Company had at that time.

	August 31, 2012		August 31, 2011
Ren Zhiqing (i)	$	4,550,762	$	7,842,522
Total	$	4,550,762		7,842,522

Gain on Exchange of Convertible Notes Payable for Series B Convertible Preferred Stock

~~(i)~~The Company ~~Ren~~recorded ~~Zhiqing is the president and~~ a ~~director~~gain ofon the ~~Company,~~exchange ~~as well as the majority controlling shareholder~~ of ~~the~~a ~~Company.~~non-related ~~The~~party’s ~~amounts~~convertible ~~due~~debt to ~~Ren~~Series ~~Zhiqing~~B asConvertible ofPreferred ~~August 31~~Stock, calculated ~~2012~~as ~~and~~the ~~2011,~~difference ~~represent~~between ~~loans to~~ the ~~Company,~~carrying ~~which~~amount ~~are~~of ~~unsecured,~~this ~~interest-free~~debt and ~~payable~~accrued ~~to Ren Zhiqing~~interest, ~~primarily~~in ~~used~~comparison ~~for~~to ~~paying~~ the ~~equity~~estimated ~~holders~~ valuation of the ~~Investment~~Series ~~Company~~B asConvertible ~~part~~Preferred ofStock ~~the~~received ~~Equity~~upon ~~Transfer Agreement dated August 31, 2011~~conversion.

~~NOTE~~Loss Recognized 7upon –Dissolution ~~LAND~~of ~~USE RIGHTS, NET~~DrivenIQ

~~Land~~The Company ~~use~~recorded ~~rights,~~a ~~net~~loss ~~consisted~~on the dissolution of ~~the~~this ~~following:~~entity in June 2025.

	August 31, 2012			August 31, 2011
Cost of land use rights	$	50,161,574		$	49,861,806
Less: Accumulated amortization		(2,043,486	)		(911,146	)
Land use rights, net	$	48,118,088		$	48,950,660

Income Taxes

~~Amortization~~The Company recorded income tax expense of $19,890 for ~~years~~the year ended August 31, ~~2012~~2025, ~~and~~which ~~2011~~related ~~was~~to $1temporary differences. No provision for,~~127,377~~ ~~and~~or ~~$152~~benefit from,~~319,~~ ~~respectively. Amortization~~income ~~expense~~taxes was recorded for the ~~eight~~year ~~months~~ ended August 31, ~~2011~~2024. ~~was~~Due ~~$102~~to the level of historical losses,~~434~~ we ~~and~~maintain ~~for~~a ~~year~~full ~~ended~~valuation ~~December~~allowance on the deferred tax assets as of August 31, ~~2010~~2025 ~~was~~and ~~$148~~2024 against U.S. federal and state deferred tax assets as we have concluded as of August 31,~~637,~~ ~~respectively~~2025 and 2024 it is more likely than not that these deferred tax assets will not be realized.

~~Amortization expense for the next five years and thereafter is as follows~~48

2013	$	1,127,377
2014		1,127,377
2015		1,127,377
2016		1,127,377
2017		1,127,377
Thereafter		42,481,203
Total		48,118,088

Results of Operations

~~F-18~~Comparison of the Years Ended August 31, 2025 and 2024:

~~Table~~The following table summarizes our historical results of ~~Contents~~operations and as a percentage of revenue for the periods presented:

NOTE 8 - PROPERTY AND EQUIPMENT, NET

	Years Ended August 31,
	2025					2024					Change			%
Data revenue		2,212,601		83.9	%	$	2,059,174		68.7	%	$	153,427			7.5	%
Media activation revenue		423,129		16.1	%		938,797		31.3	%		(515,668	)		-54.9	%
Total revenue		2,635,730		100.0	%		2,997,971		100.0	%		(362,241	)		-12.1	%

Data cost of sales		1,058,993		40.2	%		2,021,102		67.4	%		(962,109	)		-47.6	%
Media activation cost of sales		148,368		5.6	%		978,053		32.6	%		(829,686	)		-84.8	%
Total cost of sales		1,207,361		45.8	%		2,999,155		100.0	%		(1,791,794	)		-59.7	%

Gross profit (loss)		1,428,369		54.2	%		(1,184	)	0.0	%		1,429,554			54.2	%

Expenses
Legal and professional fees		417,010		15.8	%		1,493,084		49.8	%		(1,076,074	)		-72.1	%
Personnel expenses		3,119,626		118.4	%		3,938,737		131.4	%		(819,111	)		-20.8	%
General and administrative costs		540,366		20.5	%		670,723		22.4	%		(130,357	)		-19.4	%
Sales & marketing expenses		73,014		2.8	%		93,153		3.1	%		(20,139	)		-21.6	%
Depreciation and amortization expense		1,461,665		55.5	%		1,304,905		43.5	%		156,759			12.0	%
Credit losses expense		187,004		7.1	%		220,293		7.3	%		(33,289	)		-15.1	%
Stock-based compensation expense - primarily related party		2,947,578		111.8	%		—		0.0	%		2,947,578			N/A
Impairment losses on equity investments		—		0.0	%		16,000		0.5	%		(16,000	)		-100.0	%
Loss on disposition of software assets		—		0.0	%		377,111		12.6	%		(377,111	)		-100.0	%
Total operating expenses		8,746,262		331.8	%		8,114,006		270.6	%		632,256			7.8	%

Other income (expense)
Interest expense		(775,731	)	-29.4	%		(2,609,918	)	-87.1	%		1,834,187			-70.3	%
Interest income		—		0.0	%		18,774		0.6	%		(18,774	)		-100.0	%
Gain on exchange of convertible notes payable for preferred stock		442,638		16.8	%		—		0.0	%		442,638			N/A
Loss recognized upon dissolution of DrivenIQ		(481,717	)	-18.3	%		—		0.0	%		(481,717	)		N/A
Net loss before allowance for income taxes		(8,132,703	)	-308.6	%		(10,706,334	)	-357.1	%		2,573,631			-24.0	%

Income tax expense		19,890		0.8	%		—		0.0	%		19,890			N/A

Net loss		(8,152,593	)	-309.3	%		(10,706,334	)	-357.1	%	$	2,553,741			-23.9	%

~~Property and equipment, net consisted of the following:~~Revenue

	August 31, 2012			August 31, 2011
Buildings	$	83,567,268		$	82,145,505
Transportation equipment		1,014,036			1,007,976
Furniture & education equipment		8,090,748			7,988,188
Kitchen equipment		963,322			957,565
Computer & software		872,596			867,381
Total cost	$	94,507,970		$	92,966,615
Less: Accumulated depreciation		(12,257,536	)		(8,846,047	)
Property and equipment, net	$	82,250,434		$	84,120,568

Total revenue for the years ended August 31, 2025 and 2024 was approximately $2,636,000 and $2,998,000, respectively. Total revenue for the year ended August 31, 2025 decreased by approximately $362,000, or 12.1%, from the year ended August 31, 2024, primarily driven by a decrease in media activation revenue as the Company has been focused on growing its subscription base for the data revenue line.

~~For~~Cost of the years ended August 31, 2012 and 2011, depreciation expense was $3,359,844 and $906,701, respectively. For the eight months ended August 31, 2011 and for the year ended December 31, 2010, depreciation expense was $651,674 and $965,795, respectively.Revenue

~~Property~~The following ~~and~~table ~~equipment~~presents ~~are located at~~ the ~~Company’s~~Cost three school locations in Shanxi and Sichuan Provinces in the PRC and are recorded at cost less accumulated depreciation. Depreciation and amortization are calculated using the straight-line method over the expected useful life of ~~the~~Sales ~~asset,~~disaggregated ~~after~~by ~~the asset is placed in~~ service. ~~Major~~type, ~~repairs~~as ~~and~~well ~~betterments~~as ~~that significantly extend original useful lives or improve productivity are capitalized and depreciated over~~ the ~~period~~percentage ~~benefited. Maintenance and repairs are generally expensed as incurred. When property and equipment are retired or otherwise disposed~~ of, ~~the~~total ~~related~~ cost ~~and~~of ~~accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations~~revenue.

The estimated useful lives for each major category of fixed assets are as follows:

	Years Ended August 31,
	2025				2024				Change			%
Data cost of sales	$	1,058,993	87.7	%	$	2,021,102	67.4	%	$	(962,109	)		-47.6	%
Media activation cost of sales		148,368	12.3	%		978,053	32.6	%		(829,686	)		-84.8	%
Total cost of sales	$	1,207,361	100.0	%	$	2,999,155	100.0	%	$	(1,791,794	)		-59.7	%

Description	Useful Lives
Buildings	40 years
Transportation Equipment	10 years
Kitchen Equipment	5 years
Furniture, Education Equipment, Computers	3 years

Total cost of sales for the years ended August 31, 2025 and 2024 was approximately $1,207,000 and $2,999,000, respectively, a decrease of approximately $1,792,000, or 59.7%.

~~NOTE 9 – DEPOSIT PAID FOR LONG-TERM ASSETS~~49

~~The~~We continue ~~deposit~~to ~~balance~~focus ~~paid~~on ~~for~~controlling ~~long~~our ~~term~~data ~~assets~~and hosting costs as ofour ~~August~~data ~~31,~~customers ~~2011~~and ~~was~~revenue aincrease ~~good-faith,~~by ~~refundable~~working ~~deposit~~with ~~paid~~our vendors to ~~begin~~secure ~~preliminary~~longer-term ~~negotiations toward the acquisition of the Investment Company~~agreements.

~~NOTE~~Gross Profit 10(Loss) ~~- OTHER PAYABLE~~

~~Other~~Total gross ~~payables~~profit ~~included~~(loss) ~~traveling~~was approximately $1,428,000 and $(1,000) for the ~~related~~years ~~expenses~~ended ~~incurred~~August by31, ~~employees~~2025 onand ~~behalf~~2024, respectively. As a percentage of revenue, the ~~Company~~gross margin was 54.2% ~~These~~and ~~amounts~~(0.0)% ~~are~~for ~~unsecured~~the years ended August 31, ~~non-interest~~2025 ~~bearing~~and 2024, respectively. The higher gross profit for the year ended August 31, 2025 was primarily attributable to a focused effort on reducing cost of sales and ~~generally~~creating a ~~are~~cost ~~short~~structure ~~term~~that was more fixed in nature as revenue increased.

~~NOTE~~Our gross 11profit –is ~~HOME~~primarily ~~PURCHASE~~influenced ~~DOWN~~by ~~PAYMENT~~the costs associated with the acquisition of the consumer data that fuels our technology platform, as well as the average selling price of our platform.

According to the Company’s Employee Welfare Policy, the Company may sign a home purchase agreement with teachers which would allow teachers to purchase home property at a discounted market rate. Pursuant to the home purchase agreement between the Company Legal and ~~teachers,~~Professional ~~teachers were given the right to purchase a home property upon their 8th year of service. There were two payment options:~~Fees

~~(1)~~Legal and ~~one-time~~professional ~~full~~fees ~~payment~~were ofapproximately ~~the home purchase price based on the signed agreement; or (2) RMB 20~~$417,000 ~~down~~and payment with remaining balance to be paid in 8 equal annual installments until their 8th year of service. Those teachers who selected option (2) would be charged an interest of 7% if they do not make payment on time during the 8 year period. If teachers resign or leave the school for any reasons$1,493,000 ~~they will be entitled to a refund based on the terms of the home purchase agreement. There were minimal refunds~~ for the years ended August 31, ~~2012~~2025 and ~~2011~~2024, ~~the~~respectively. ~~eight months ended August 31, 2011 and~~ During the year ended ~~December~~August 31, ~~2010. For accounting purposes~~2025, ~~cash~~there ~~received~~was ~~from~~a ~~teachers~~decrease ~~through~~of ~~payment options (~~$1),076,000 ~~and~~in ~~(2)~~legal and ~~late~~professional ~~interest~~fees ~~payments~~as ~~are~~a ~~recorded~~result asof ~~deposits~~lower atfees ~~the~~related to ~~time~~debt ofissuance ~~receipt.~~as ~~The~~well ~~Company~~as ~~recognizes~~lower ~~profit~~legal ~~when~~costs ~~the~~related ~~sale~~to ispersonnel ~~consummated~~termination events.

The Company records the home purchase transactions in accordance to the deposit method pursuant to FASB ASC Topic 360-20, Real Estate Sales. Under the deposit method, the seller does not recognize any profit, does not record notes receivable, and continues to report in its financial statements the property which has been assumed by the buyer. Cash received from the buyer, including the initial investment and subsequent collections of principal and interest, is reported as a deposit. Interest collected that is subject to refund and is included in the deposit account before a sale is consummated is accounted for as part of buyer’s initial investment at the time the sale is consummated. There were no apartments sold for the years ended August 31, 2012 and 2011, the eight months ended August 31, 2011 and the year ended December 31, 2010, and as such the Company recognized no income from selling apartments. As of August 31, 2012 and 2011, December 31, 2010, home deposits were $919,458, $878,668 and $823,095, respectively.Personnel Expenses

~~F-19~~Personnel expenses were approximately $3,120,000 and $3,939,000 for the years ended August 31, 2025 and 2024, respectively. During the year ended August 31, 2025, there was a decrease of $819,000 in personnel expenses primarily due to a reduction in the number of individuals at the Company and a reduction in severance costs from the year ended August 31, 2024.

~~Table~~General and ofAdministrative ~~Contents~~Expenses

~~NOTE~~General and 12administrative –expenses ~~ACCRUED~~were ~~EXPENSES~~approximately ~~AND~~$540,000 ~~OTHER~~and ~~CURRENT~~$671,000 ~~LIABILITIES~~for the years ended August 31, 2025 and 2024, respectively. During the year ended August 31, 2025, there was a decrease of $131,000 in general and administrative expenses due to a focused effort on reducing expenses in non-core business areas.

~~Accrued expenses~~ Selling and ~~other~~Marketing ~~current liabilities consisted of the following:~~Expenses

	August 31, 2012		August 31, 2011
Accrued payroll	$	702,338	$	624,351
Individual tax withholding		7,159		6,184
Other accrued expenses		316,728		277,733
Total	$	1,026,225	$	908,268

Our sales and marketing efforts were consistent for the years ended August 31, 2025 and 2024, so sales and marketing expenses were approximately $73,000 and $93,000 for the years ended August 31, 2025 and 2024, respectively.

~~NOTE~~Depreciation and 13Amortization ~~– STOCK BASED COMPENSATION~~Expenses

~~The~~Depreciation and ~~Chief~~amortization ~~Financial~~expenses ~~Officer~~were isapproximately ~~entitled to receive~~ $61,462,000 ~~per~~and ~~month in cash compensation for his services, as well as a stock award of~~ $61,305,000 ~~per~~for ~~month in shares of~~ the ~~Company’s~~years ~~restricted common stock, which vest on a quarterly basis. During the twelve months~~ ended August 31, ~~2012,~~2025 ~~the Chief Financial Officer earned~~ and ~~was vested in 88~~2024,~~240~~ ~~shares~~respectively. The ofincrease ~~restricted~~in ~~common~~depreciation ~~stock~~and asamortization ~~part~~costs offor ~~his~~the ~~consideration. As~~year ofended August 31, ~~2012,~~2025 ~~the~~was ~~Company~~due ~~has~~to ~~accrued~~higher ~~74,067~~software ~~shares~~development costs ofand ~~restricted~~the ~~common~~amortization ~~stock~~of tothese ~~be issued to its Chief Financial Officer~~costs.

~~Two~~Credit Loss of the Company’s independent directors are entitled to each receive $9,000 annually in cash compensation for their services, as well as a stock award of $9,000 annually in shares of the Company’s restricted common stock, which vests on a quarterly basis. During the twelve months ended August 31, 2012, the two independent directors collectively earned and were vested in 20,877 shares of restricted common stock as part of their consideration. As of August 31, 2012, the Company has accrued 18,516 shares of restricted common stock to be issued to two of its independent directors.Expenses

~~The~~Credit loss ~~financial~~expenses ~~controller~~were isapproximately ~~entitled to receive RMB 20~~$187,000 ~~(approximately~~and ~~USD~~ $3220,~~138)~~000 ~~per month in cash compensation~~ for ~~her services, as well as a stock award of 5,000 shares of~~ the ~~Company’s~~years ~~restricted common stock, which vest on a quarterly basis. During the twelve months~~ ended August 31, ~~2012,~~2025 ~~the financial controller earned~~ and ~~was vested in 20~~2024,~~000~~ ~~shares of restricted common stock as part of her consideration~~respectively. As ofThe ~~August~~decrease was ~~31,~~due ~~2012, the Company has accrued 18,333 shares of restricted common stock~~ to beimproved ~~issued~~contract togovernance ~~its~~and ~~financial~~collections ~~controller~~processes.

OnStock-Based Compensation June 16, 2012, the Company issued 55,101 shares of previously accrued restricted common stock accounted for as stock based compensation to its Chief Financial Officer, independent directors and financial controller.Expenses

~~The~~There was ~~above~~no stock-~~mentioned~~based ~~securities~~compensation plan prior to fiscal year 2025. Stock-based compensation expenses were ~~not~~approximately ~~registered~~$2,948,000 and ~~under~~$0 for the ~~Securities~~years ~~Act~~ended ofAugust ~~1933~~31, 2025 and 2024, respectively. ~~The~~ ~~issuance~~Approximately $2,528,000 of ~~these~~this ~~shares~~expense during the year ended August 31, 2025 was ~~exempt~~related ~~from~~to ~~registration~~a consulting agreement with the Company’s largest stockholder, as described in ~~part~~the ~~pursuant~~section above and the notes to ~~Regulation~~the Saudited consolidated financial statements included elsewhere in this Annual Report. Approximately $419,000 of this expense was related to stock-based compensation expense for stock option awards granted to employees, contractors, Directors and ~~Regulation~~Board Dadvisors, under the ~~Securities~~Incentive ~~Act~~Plan, the details of ~~1933~~which ~~and~~are described in ~~part~~the ~~pursuant~~notes to ~~Section~~the ~~4(2)~~audited ofconsolidated ~~the~~financial statements ~~Securities~~included ~~Act~~elsewhere in this Annual Report, as well as in Part III of ~~1933~~this filing.

~~NOTE 14 – REFUNDABLE DEPOSITS~~50

~~Students~~Impairment Losses ~~were~~on ~~previously~~Equity required to pay a housing deposit at their initial admissions. The Company has changed this policy and no longer requires a deposit and returns any previous deposit upon graduation. As of August 31, 2012 and 2011, refundable deposits were $134,661 and $795,848, respectively.Investments

~~NOTE~~Impairment losses 15in –the ~~SHORT-TERM~~year ~~BANK~~ended ~~LOAN~~August 31, 2024 were related to an investment the Company had in an entity where the Company determined that there was a partial impairment and reduced the recorded amount by $16,000.

The Company’s subsidiary Shanxi Taiji borrowed RMB 100,000,000 (approximately $15,685,044) from a finance company under a one-year term from August 16, 2011 due August 15, 2012 at a 14.0% interest rate, interest-only payable quarterly. The loan was repaid Loss on ~~August~~Disposition ~~15,~~of ~~2012.~~Software Assets

~~F-20~~During the year ended August 31, 2024, the Company recorded a loss of approximately $377,000 related to the disposition of capitalized software that was no longer being used by the Company.

~~Table of Contents~~Interest Expense

~~NOTE~~Interest expense 16was –approximately ~~LONG-TERM~~$776,000 ~~BANK~~and ~~LOAN~~$2,607,000 for the years ended August 31, 2025 and 2024, respectively. The decrease in interest expense between years is related to the decrease in the outstanding convertible note agreements to which this interest expense relates.

The Company’s subsidiary Shanxi South School borrowed RMB 70,000,000 (approximately $11,045,539) from a bank under a three-year loan from August 16, 2012 due August 15, 2015 at a 7.38% interest rate, interest-only payable quarterly. Interest income

~~NOTE~~Interest income 17of –approximately ~~TAXES~~$19,000 was recorded during the year ended August 31, 2024 related to interest received on certain investment the Company had at that time.

~~Enterprise~~Gain on ~~Income~~Exchange ~~Tax~~of ~~(“EIT”)~~Convertible Notes Payable for Series B Convertible Preferred Stock

~~Effective~~The Company ~~January~~recorded 1,a ~~2007,~~gain on the ~~Company~~conversion ~~adopted~~of ~~ASC~~a ~~740~~non-~~10,~~related ~~Accounting~~party’s ~~for~~exchange ~~Uncertainty~~of intheir ~~Income~~convertible ~~Taxes~~debt ~~(formerly~~to ~~“FIN~~Series ~~48”,~~B anConvertible Preferred ~~interpretation~~Stock ofin ~~FASB~~the ~~statement~~amount ~~No.~~of ~~109)~~approximately $443,000, ~~Accounting~~calculated ~~for~~as ~~Income~~the ~~Taxes.~~difference ~~The~~between ~~interpretation addresses~~ the ~~determination~~carrying amount of ~~whether~~this ~~tax~~debt and ~~benefits~~accrued ~~claimed~~interest, orin ~~expected~~comparison to bethe ~~claimed~~estimated onvaluation aof ~~tax~~the ~~return~~Series ~~should~~B beConvertible ~~recorded~~Preferred inStock ~~the~~received ~~financial~~upon ~~statements~~conversion.

~~Under~~Loss Recognized ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ~~ultimate~~Dissolution ~~settlement. ASC 740-10 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As~~ of ~~August 31, 2012 and 2011, and December 31, 2010, the Company does not have a liability for unrecognized tax benefits.~~DrivenIQ

The Company’s ~~estimated~~recorded ~~income~~a ~~tax~~loss ~~savings~~on ~~for~~ the ~~years~~dissolution ~~ended~~of ~~August~~this ~~31,~~entity ~~2012~~of ~~and~~approximately ~~2011 are summarized as follows:~~ $482,000.

	For the Years Ended August 31,
	2012		2011
Tax savings	$	2,411,407		3,358,188

Income Taxes

~~Had~~The Company ~~the~~recorded ~~Company’s~~income tax ~~exemption~~expense ~~not~~of ~~been~~$19,890 infor the ~~place~~year ended August 31, 2025, which related to temporary differences. No provision for, or benefit from, income taxes was recorded for the ~~years~~year ended August 31, ~~2012~~2024. We will continue to review our conclusions about the appropriate amount of the valuation allowance on a quarterly basis. If we were to generate profits in our fiscal 2026 and ~~2011~~beyond, the ~~Company~~U.S. ~~estimates~~valuation allowance position could be reversed in the ~~following~~foreseeable ~~pro-forma~~future. ~~financial~~We ~~statement~~expect ~~impact:~~a benefit to be recorded in the period the valuation allowance reversal is recorded and a higher effective tax rate in periods following the valuation allowance reversal.

	For the Years Ended August 31,
	2012			2011
Net income before tax provision, as reported	$	9,645,628		$	13,432,754
Less tax provision exempted		(2,411,407	)		(3,358,188	)
Pro-forma net income	$	7,234,221		$	10,074,566

Liquidity and Capital Resources

~~The~~As of ~~Company’s~~August ~~estimated~~31, ~~income~~2025 ~~tax~~and ~~savings~~2024, we had approximately $108,000 and $386,000 in cash, respectively, and negative cash flows from operations of approximately $2,620,000 and $4,684,000 for the ~~eight~~years ~~months~~ ended August 31, ~~2011~~2025 and ~~the~~2024, ~~year~~respectively. ~~ended~~Our ~~December~~business 31requires cash for operating activities, ~~2010~~including ~~are~~salaries ~~summarized~~and aswages ~~follows:~~paid to our employees, consumer data acquisition costs, general and administrative expenses, and others.

		For the Eight Months Ended August 31, 2011				For the Year Ended December 31, 2010
Tax savings		$	2,361,015				2,991,520

We expect that we will need to engage in additional financings to fund our operations and satisfy our obligations in the near-term as well as to respond to business challenges and opportunities, including the need to provide working capital, develop new features and enhance our products. We may also seek to raise additional capital, including from offerings of our equity or debt securities, on an opportunistic basis when we believe there are suitable opportunities for doing so. Arena has committed to providing additional funding through December 29, 2026. Without such additional funding, we may not be able to continue operations.

Had the Company’s tax exemption not been in the place for the eight months ended August 31, 2011 and the year ended December 31, 2010, the Company estimates the following pro-forma financial statement impact:51

	For the Eight Months Ended August 31, 2011			For the Year Ended December 31, 2010
Net income before tax provision, as reported	$	9,444,060		$	11,966,081
Less tax provision exempted		(2,361,015	)		(2,991,520	)
Pro-forma net income	$	7,083,045		$	8,974,561

More generally, our ability to meet our cash requirements depends on, among other things, our operating performance, competitive and industry developments, and financial market conditions, all of which are significantly affected by business, financial, economic, political, and other factors, many of which we may not be able to control or influence. To the extent that our actual operating results or other developments differ from our expectations, our liquidity could be adversely affected.

~~The~~April 2025 ~~Company’s~~Convertible operating subsidiaries are tax exempt, since primary and secondary education is not subject to income tax in the PRC. As such, the Company and its subsidiaries have no deferred tax asset or liability. The Company does not anticipate any change in the current PRC regulations regarding the tax exemption for its education sector.Notes

FOn April 17, 2025, the Company, along with its wholly-21owned subsidiary, VisitIQ, LLC, entered into a note purchase agreement (the “April Note Purchase Agreement”) with Arena, pursuant to which, the Company may issue senior secured convertible promissory notes in the aggregate principal amount of $2,222,222 for a purchase price of $2,000,000 to affiliates of Arena (the “April 2025 Convertible Notes”).

~~Table~~In connection with the April Note Purchase Agreement, VisitIQ Corp. has issued April Convertible Notes in the aggregate principal amount of ~~Contents~~$2,222,222 for a purchase price of $2,000,000 to affiliates of Arena. The April 2025 Convertible Notes were issued by the Company to the affiliates of Arena on April 17, 2025 and bear interest at 12.0% per annum. The April 2025 Convertible Notes mature on April 17, 2026 and are secured by a Security Agreement, dated as of October 24, 2024, as amended by that certain first amendment thereto, dated as of April 17, 2025, made by the affiliates of Arena, the Company and VisitIQ, LLC (the “Security Agreement”). The April 2025 Convertible Notes are convertible into shares of Series C Convertible Preferred Stock at the option of the holder, subject to certain conditions, and, in any case, on the Maturity Date or upon liquidation of the Company.

~~NOTE~~November 2025 18Convertible ~~– EARNING PER SHARE~~Notes

~~FASB~~On November ~~ASC~~10, ~~Topic~~2025, ~~260~~the Company, ~~Earnings~~along ~~Per~~with ~~Share~~its wholly-owned subsidiary, ~~requires~~VisitIQ, LLC, entered into a ~~reconciliation~~note ofpurchase agreement (the “November ~~numerator~~Note ~~and~~Purchase ~~denominator~~Agreement”) ofwith Arena, pursuant to which, the ~~basic~~Company ~~earnings~~may ~~per~~issue ~~share~~senior secured convertible promissory notes up to the aggregate principal amount of $1,944,444 for a purchase price of $1,750,000 to affiliates of Arena (~~EPS)~~the ~~computations~~“November 2025 Convertible Notes”).

~~Basic~~In connection ~~earnings~~with ~~per~~the ~~share~~November ~~are~~Note ~~computed~~Purchase byAgreement, ~~dividing~~the ~~income~~Company ~~available~~has toissued ~~common~~November ~~shareholders~~2025 byConvertible ~~the~~Notes ~~weighted-average~~in ~~number~~aggregate principal amount of ~~common~~$1,944,444 ~~shares~~for ~~outstanding~~a ~~during~~purchase ~~the~~price ~~period~~of $1,750,000 to affiliates of Arena. ~~Diluted~~The ~~earnings~~November ~~per~~2025 ~~share~~Convertible isNotes ~~computed~~were ~~similar~~issued by the Company to ~~basic~~the ~~earnings~~affiliates ~~per~~of ~~share~~Arena ~~except~~in ~~that~~multiple ~~the~~closings ~~denominator~~on isNovember ~~increased~~10, to2025, ~~include~~November ~~the~~26, ~~number~~2025, ofDecember ~~additional~~23, ~~common~~2025, ~~shares~~January 8, ~~that~~2026, ~~would~~February ~~have~~3, ~~been~~2026 ~~outstanding~~and ifMarch 9, 2026. Each of the ~~potential~~November ~~common~~2025 ~~shares~~Convertible ~~had~~Notes ~~been~~bear ~~issued~~interest at 12.0% per annum. The November 2025 Convertible Notes mature one year from the date of issuance and ifare secured by the ~~additional~~collateral ~~common~~set ~~shares~~forth ~~were~~in ~~dilutive~~the Security Agreement. ~~There~~The ~~were~~November no2025 ~~potentially~~Convertible ~~dilutive~~Notes ~~securities~~are ~~for~~convertible ~~the~~into ~~years~~shares ~~ended~~of ~~August~~Series ~~31,~~C ~~2012~~Convertible ~~and~~Preferred ~~2011,~~Stock at the ~~eight~~option of ~~months~~the ~~ended~~holder, ~~August~~subject ~~31,~~to ~~2011~~certain conditions, and, in any case, on the ~~year~~Maturity ~~ended~~Date ~~December~~or ~~31,~~upon ~~2010~~liquidation of the Company.

~~The~~March 2026 ~~following table sets forth the computation of basic and diluted net income per share:~~Financing

	For The Years Ended August 31,
	2012		2011
Net income	$	9,645,628	$	13,432,754
Basic weighted average outstanding shares of common stock		30,094,205		30,010,932
Diluted weighted average common stock and stock equivalents		30,094,205		30,010,932
Earnings per share:
Basic	$	0.32	$	0.45
Diluted	$	0.32	$	0.45

In March 2026, the Company, VisitIQ, LLC and Vernon Hanzlik, as a key person of the Company, entered into the Revenue Loan and Security Agreement relating to a secured financing of $2,200,000, with $1,000,000 being advanced to the Company upon execution of the Revenue Loan and Security Agreement and one or more addition advances available for the remainder of the Revenue Loan Amount available to the Company upon request, provided that the Company has satisfied all conditions with respect to such advance.

	For The Eight Months Ended August 31, 2011		For The Year Ended December 31, 2010
Net income	$	9,444,060	$	11,966,081
Basic weighted average outstanding shares of common stock		30,008,014		28,044,698
Diluted weighted average common stock and stock equivalents		30,008,014		28,044,698
Earnings per share:
Basic	$	0.31	$	0.43
Diluted	$	0.31	$	0.43

The Revenue Loan and Security Agreement requires monthly payments of Fixed Payment Amounts (as set forth in the Revenue Loan and Security Agreement) with all outstanding advances and the Interest (as defined in the Revenue Loan and Security Agreement) being due at maturity on March 26, 2030 (unless accelerated upon a change of control or the occurrence of other events of default). Interest does not accrue on advance(s) pursuant to the Loan Agreement, rather a minimum amount of Interest (as defined in the Loan Agreement) is due pursuant to the terms of the Loan Agreement. The Revenue Loan and Security Agreement further provides for the payment of fees by the Borrower and includes customary representations and warranties, indemnification provisions, covenants and events of default. Subject in some cases to cure periods, amounts outstanding and otherwise due under the Revenue Loan and Security Agreement may be accelerated for typical defaults including, but not limited to, the failure to make when due payments, the failure to perform any covenant, the inaccuracy of representations and warranties, and the occurrence of debtor-relief proceedings.

~~NOTE 19 – EMPLOYEE RETIREMENT BENEFITS AND POST RETIREMENT BENEFITS~~52

~~According~~In connection towith the ~~Shanxi~~Revenue Loan and ~~Sichuan~~Security ~~Provincial~~Agreement, ~~regulations~~the onCompany, ~~state~~VisitIQ, ~~pension program~~LLC, ~~both~~Decathlon ~~employees~~ and ~~employers~~Arena ~~have~~also toentered ~~contribute~~into ~~toward pensions. The pension contributions range from 2% to 8% that was contributed by individuals (employees) and~~ the Subordination ~~Company~~Agreement, ispursuant ~~required~~ to ~~make~~which ~~contributions~~Arena tosubordinated ~~the~~all ~~state~~security ~~retirement~~interests ~~plan~~or ~~based~~liens onthat ~~20%~~Arena ofmay ~~the~~have ~~employees’ monthly basic salaries. Employees~~ in the ~~PRC are entitled to retirement benefits calculated with reference to their basic salaries on retirement and their length~~ property of ~~service~~the inCompany ~~accordance~~or ~~with~~VisitIQ, aLLC ~~government managed benefits plan. The PRC government is responsible for the benefit liability~~ to ~~these retired employees~~Decathlon.

~~During~~Cash Flow the years ended August 31, 2012 and 2011, the Company contributed $257,418 and $248,647 in pension contributions, respectively. During the eight months ended August 31, 2011 and during the year ended December 31, 2010, the Company contributed $176,981 and $214,997 in pension contributions, respectively.Summary

~~NOTE~~The following 20table –summarizes ~~BUSINESS~~our ~~COMBINATION~~cash -flows ~~EQUITY~~for ~~TRANSFER~~the ~~AGREEMENT~~years ended August 31, 2025 and 2024:

On August 31, 2011, the Company completed the acqusition of the equity interests in Shanxi Rising Education Investment Company, Limited (the “Investment Company”) from its equity holders (the “Sellers”) for a total purchase consideration of RMB 690,000,000 (approximately $108,226,806) under the terms of the Equity Transfer Agreement, (the “Acquisition”). The Acquisition has been accounted for as a business combination under Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The total purchase consideration of RMB 690,000,000 has been discounted to its net present value and allocated to the net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values of August 31, 2011. As of the balance sheet date, August 31, 2011, the exchange rate to the US Dollar was RMB 6.3755.

	Years Ended August 31,
	2025			2024			Change

Net cash used in operating activities	$	(2,619,662	)	$	(4,684,082	)	$	2,064,420
Net cash used in investing activities		(662,638	)		(1,103,813	)		441,175
Net cash provided by financing activities		3,003,859			5,324,453			(2,320,595	)

~~F-22~~Operating Activities

~~Table~~Net cash used in operating activities for the year ended August 31, 2025 was approximately $2,620,000; consisting primarily of ~~Contents~~a net loss of $8,153,000, offset by cash provided from net operating assets of approximately $695,000 and net non-cash charges of approximately $4,838,000. The cash provided from operating assets was primarily comprised of increased accrued interest of approximately $461,000 and accounts payable and accrued liabilities of approximately $376,000, partially offset by a decrease in deferred revenue and accounts receivable of approximately $76,000 and $73,000, respectively. The noncash charges primarily consisted of stock-based compensation expense of approximately $2,948,000, depreciation and amortization of approximately $1,462,000, loss on dissolution of DrivenIQ of $482,000, and amortization of debt discount of $315,000, partially offset by a gain recognized on debt exchange for preferred stock of $443,000.

~~Description~~Net cash used in operating activities for the year ended August 31, 2024 was approximately $4,684,000; consisting primarily of ~~Acqusition~~a net loss of $10,706,000, offset by cash provided from net operating assets of $2,657,000, and non-cash charges of $3,365,000. The cash provided from operating assets was primarily comprised of increased accrued interest of $1,263,000, accounts payable and accrued liabilities of $969,000, and deferred revenue of $109,000 and a decrease in accounts receivable of $309,000. The noncash charges primarily consisted of amortization of debt discount of $1,317,000, depreciation and amortization of $1,305,000, loss on disposition of a software asset of $377,000, and settlement of a lease liability with an equity method investment of $256,000.

OnWe expect ~~August 31,~~our ~~2011,~~cash ~~the~~used ~~Company’s~~in ~~entered~~operating ~~into~~activities anto Equity Transfer Agreement and purchased all of the outstanding equity of Shanxi Rising Education Investment Company Limited (the “Investment Company”) from the equity holders (the “Sellers”) for a total purchase consideration of RMB 690increase,~~000,000~~ ~~(approximately~~driven ~~$108,226,806). The~~by ~~net~~reduction present value of the total fair value consideration transferred equals RMB 650,000,000 (approximately $102,565,721), of which RMB 370,217,933 (approximately $55,444,697) has been paid. Under the terms of the Equity Transfer Agreement the balance of the purchase price is to be paid over three years in ~~three~~net ~~scheduled payments as follows:~~losses.

~~1) RMB 119,782,067 (approximately $18,900,822) to be paid by August 31, 2012, but was paid on September 3rd, 2012~~Investing Activities

2)Net cash ~~RMB~~used ~~100~~in investing activities during the year ended August 31,~~000,000~~ ~~(or~~2025 ~~RMB~~was 87$663,~~589~~000,~~800,~~ ~~approximately~~consisting of $131,~~821~~288,~~094,~~000 ~~net~~ of ~~discount)~~capitalized software development costs, partially offset by ~~August~~payments ~~31,~~received ~~2013,~~on ~~and~~a note receivable of $625,000.

3)Net cash ~~RMB~~used ~~100~~in investing activities during the year ended August 31,~~000,000~~ ~~(or~~2024 ~~RMB~~was 93$1,~~849~~104,000, ~~approximately~~consisting of $141,~~808~~073,~~754,~~000 ~~net~~of capitalized software development costs and issuance of ~~discount)~~notes byreceivable ~~August~~of $31, ~~2014~~000.

~~The~~We expect ~~net~~our ~~present~~capital ~~value~~expenditures ofto ~~the~~increase ~~payments~~in is2026 ~~discounted~~compared atto ~~the~~2025 ~~Company’s~~as ~~then~~we ~~current~~continue ~~financing~~to ~~interest~~advance ~~rate~~our oftechnology 6platform with our external development partner.~~84%.~~

The Investment Company is an education company that owns and operates a K-12 private boarding school in the PRC, encompassing kindergarten, primary and secondary education. The Investment Company was established in 2001 and it has share capital of RMB 70,000,000. It is the parent company of Shanxi Rising School (the "Rising School"), founded 2002, which currently serves over 5,400 students from its location in Shanxi Province, PRC. The Rising School is now known by the Company as the “Shanxi South Campus.”53

Prior to closing the Equity Transfer Agreement, the Company became involved in the operations of the Shanxi South Campus in the spring of 2011. With the consent of the Investment Company, the Company assisted in the operations, accounting and promotion of the school to attract more and better students for the 2011-2012 school year. Some of these responsibilities included collecting prepaid School Fees in advance of the school year, which combined with better operations, higher tuition ratesFinancing Activities and an increase in enrollment led to an increase in deferred revenue at August 31, 2011. Company’s involvement was under the direction of Investment Company management until it assumed control of the Shanxi South Campus on August 31, 2011, in accordance with the Equity Transfer Agreement.

~~NOTE~~Net cash 21provided –by ~~UNAUDITED~~financing ~~PRO~~activities ~~FORMA~~during ~~RESULTS~~the year ended August 31, 2025 was $3,004,000, consisting of issuance of convertible notes payable of $3,200,000, partially offset by $112,000 of payments on other notes payable and $84,000 of payments on insurance financing arrangements.

~~Unaudited~~Net cash ~~pro~~provided ~~forma~~by ~~results~~financing ofactivities ~~operations~~during ~~after giving effect to certain adjustments resulting from~~ the ~~acquisition~~year ~~of the Investment Company, as described herein, were as follows for the twelve months~~ ended August 31, ~~2011~~2024 aswas if$5,324,000, ~~the~~consisting ~~business~~of ~~combinations~~issuance ~~had~~of ~~occurred~~convertible notes atpayable ~~the~~with ~~beginning~~common ofstock ~~the period presented~~warrants.

	For the Year Ended August 31, 2011
(in thousands, except for earnings per share data)	(Unaudited)
Sales	$	32,625
Net income	$	12,693
Earnings per share, basic and diluted	$	0.42

We expect cash provided by financing activities to increase by issuing new equity or incurring new debt to continue and expand operations. Our future cash requirements and the adequacy of available funds will depend on many factors, including our operating performance, competitive and industry developments, and financial market conditions.

~~The~~Off-Balance Sheet pro forma data is provided for informational purposes only and does not purport to be indicative of the results which would have actually been obtained if the combinations had been effectuated at the beginning of the period presented, or of those results which may be obtained in the future.Arrangements

~~NOTE~~As of 22August –31, ~~CORRECTION~~2025 OFand ~~IMMATERIAL~~2024, ~~ERRORS~~we did not have any off-balance sheet arrangements.

The Company also made an immaterial correction of errors in its consolidated financial statements as of and for the balance sheet ended August 31, 2011. The Company used 14% instead of 6.84% for the fair value discount rate, which resulted in improperly recording fixed assets, land use rights, short-term payable acquisition and long-term payable acquisition. The consolidation of balance sheet resulted in an increase to fixed assets of $2,162,226 and to land use rights of $3,167,081, and an increase to short-term payable acquisition of $1,383,107 and an increase to long-term payable acquisition of $3,946,200. The following is a summary presentation of corrections made to the Company’s consolidated balance sheet as of August 31, 2011 previously filed on Form 10-K.Contractual Obligations

~~F-23~~None.

~~Table~~Recent Accounting ~~of Contents~~Pronouncements

	August 31, 2011				August 31, 2011
	As Reported		Correction		As Adjusted
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	15,090,521	$	-	$	15,090,521
Inventory		3,489	-		3,489
Due from related parties		-	-		-
Other current assets		9.606,682	-		9,606,682
Total Current Assets		24,700,692	-		24,700,692
LONG-TERM ASSETS:
Property, plant and equipment, net		81,958,342		2,162,226	84,120,568
Land use rights, net		45,783,579		3,167,081	48,950,660
Deposit paid for long-term assets		18,778	-		18,778
Total Long-Term Assets		127,760,699		5,329,307	133,090,006
TOTAL ASSETS	$	152,461,391	$	5,329,307	$	157,790,698

For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see Note 3, Summary of Significant Accounting Policies, in the notes to the audited consolidated financial statements in this Annual Report.

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts Payable	$	48,824	-		$	48,824
Short-term payable-acquisition		21,177,319		1,383,107		22,560,426
Due to related parties		7,842,522	-			7,842,522
Other Payables		333,202	-			333,202
Refundable deposits		795,848	-			795,848
Prepaid School Fees		39,498,972	-			39,498,972
Home purchase down payment		878,668	-			878,668
Short-term bank loan		15,685,044	-			15,685,044
Accrued expenses and other current liabilities		908,268	-			908,268
Total Current Liabilities		87,168,667		1,383,107		88,551,774
LONG-TERM LIABILITIES:
Long-term bank loan	$		$		$	-
Long-term payable-acquisition		22,656,106		3,946,200		26,602,306
TOTAL LIABILITIES		109,824,773		3,946,200		115,154,080
STOCKHOLDERS’ EQUITY:
Common Stock, $0.001par value; 75,000,000 shares authorized; 30,069,624, 30,014,528 issued and outstanding as of August 31, 2012 and 2011		30,015	-			30,015
Additional paid in capital		67,421	-			67,421
Retained earnings		40,100,740	-			40,100,740
Accumulated other comprehensive income		2,438,442	-			2,438,442
			-
TOTAL STOCKHOLDERS’ EQUITY		42,636,618		-		42,636,618
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	152,461,391		5,329,307	$	157,790,698

Implications of Being a Smaller Reporting Company

~~NOTE~~We are ~~23–SUBSEQUENT~~a ~~EVENTS~~“smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited consolidated financial statements.

~~Management~~We will ~~has~~remain ~~evaluated~~a ~~subsequent~~smaller ~~events~~reporting ~~from~~company ~~August~~and ~~31,~~may ~~2012~~take ~~and~~advantage ~~has~~of ~~concluded~~certain noscaled ~~events~~disclosures ~~need~~available to besmaller ~~reported~~reporting companies until the last day of the fiscal year in which (a) the market value of our voting and nonvoting common stock held by non-affiliates equals or exceeds $250.0 million measured on the last business day of that year’s second fiscal quarter and (b) our annual revenue equals or exceeds $100.0 million during ~~this~~the ~~period,~~most ~~except~~recently completed fiscal year or our voting and nonvoting common stock held by non-affiliates equals or exceeds $700.0 million measured on the ~~following:~~last business day of that year’s second fiscal quarter.

OnCritical Accounting ~~September~~Policies 3,and ~~2012~~Significant ~~the Company paid RMB 119,782,067 (approximately $18,900,822) under the terms of the Equity Transfer Agreement for the acqusition of the Shanxi South School, which was due on August 31, 2012.~~Estimates

OnOur discussion ~~September~~and ~~10,~~analysis ~~2012~~of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. We evaluated the ~~Company~~development ~~borrowed~~and ~~RMB~~selection ~~50,000,000~~of ~~(approximately~~our ~~$7,896,275)~~critical ~~from~~accounting apolicies and ~~bank~~estimates ~~under~~and believe that the following involve a ~~one-year~~higher ~~loan~~degree ~~due~~of ~~September~~judgement 9or complexity and are most significant to reporting our results of operations and financial position and are therefore discussed as critical. The following critical accounting policies reflect the most significant estimates and judgements used in the preparation of our consolidated financial statements. Actual results could differ materially from those estimates and assumptions, ~~2013~~and atthose adifferences 7could be material to our consolidated financial statements.2% ~~interest~~We ~~rate~~re-evaluate our estimates on an ongoing basis. For information on our significant accounting policies, refer ~~interest~~to ~~only~~Note ~~payable~~3, ~~quarterly~~Summary of Significant Accounting Policies, included in the notes to the consolidated financial statements in this Annual Report.

~~F-24~~Revenue Recognition

~~Table~~Revenues arise primarily from the Company’s proprietary AI-driven technology platform, which is named VisitIQ, via subscription fees, volume-based utilization fees, and fees for media activation services designed to maximize the customers’ use of ~~Contents~~its proprietary technology platform. Revenues are recognized when control of these services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

~~Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE~~54

~~None.~~The Company determines revenue recognition through the following steps:

~~Item~~● ~~9A.~~Identification ~~Controls~~of ~~and~~the ~~Procedures~~contract, or contracts, with a customer.

~~Evaluation~~● Identification of ~~Disclosure~~the ~~Controls~~performance ~~and~~obligations ~~Procedures~~in the contract.

We● ~~maintain~~Determination ~~"disclosure controls and procedures," as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act~~ of ~~1934 (~~the ~~"Exchange~~transaction Act"), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosureprice. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As● ofAllocation ~~August 31, 2012, we carried out an evaluation, under the supervision and with the participation~~ of ~~our Chief Executive Officer, Ren Zhiquing, and Chief Financial Officer, Michael Toups, of~~ the ~~effectiveness~~transaction ofprice the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ~~ensure~~the ~~that~~performance ~~information~~obligations ~~required to be disclosed by us~~ in ~~our periodic reports is recorded, processed, summarized and reported, within~~ the time periods specified for each report and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosurecontract.

~~Management’s~~● ~~Annual~~Recognition ~~Report~~of onrevenue ~~Internal~~when ~~Control~~performance ~~over~~obligations ~~Financial~~have ~~Reporting~~been satisfied.

~~Management~~At contract isinception, ~~responsible~~the ~~for~~Company ~~establishing~~assesses ~~and~~the ~~maintaining~~services ~~adequate~~promised ~~internal~~in ~~control~~the ~~over~~contracts ~~financial~~with ~~reporting.~~customers ~~Internal~~and ~~control~~identifies ~~over~~a ~~financial~~performance ~~reporting~~obligation for iseach ~~defined~~promise into ~~Rule~~transfer ~~13a-15(f)~~to ~~or 15d-15(f) promulgated under~~ the ~~Securities~~customer ~~Exchange Act of 1934 as~~ a ~~process~~service ~~designed by,~~ (or ~~under~~bundle ~~the supervision~~ of, ~~the~~services) ~~Company's~~that ~~principal~~is ~~executive~~distinct. ~~and~~To ~~principal~~identify ~~financial officers and effected by~~ the ~~Company's~~performance ~~board of directors~~obligations, ~~management and other personnel, to provide reasonable assurance regarding~~ the ~~reliability~~Company ofconsiders ~~financial~~all ~~reporting and~~ the ~~preparation~~services ofpromised ~~financial statements for external purposes~~ in ~~accordance~~the ~~with~~contract ~~accounting~~regardless ~~principles~~of ~~generally~~whether ~~accepted~~they inare ~~the~~explicitly ~~United~~stated ~~States~~or ofare ~~America~~implied by ~~and~~customary ~~includes~~business ~~those policies and procedures that:~~practices.

·The transaction ~~Pertain~~price tois the ~~maintenance~~amount of ~~records~~consideration that the Company is entitled to in ~~reasonable~~exchange ~~detail~~for ~~accurately~~transferring ~~and~~services ~~fairly~~to ~~reflect~~a customer. Further, for the ~~transactions~~contracts ~~and~~having ~~dispositions~~multiple performance obligations, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The relative standalone selling price (“SSP”) is determined based on the terms of the ~~assets~~contract and requires judgment. The transaction price for a contract excludes any amounts collected on behalf of third parties, in cases where the ~~company;~~Company acts as an agent. Payment terms are typically 30 days. As such, the Company does not have any significant financing components.

·When the ~~Provide~~Company ~~reasonable~~enters ~~assurance~~into ~~that~~multiple ~~transactions~~contracts ~~are~~with ~~recorded~~a assingle ~~necessary~~counterparty, tothe ~~permit~~Company ~~preparation~~will ofcombine ~~financial~~contracts ~~statements~~and inaccount ~~accordance~~for ~~with~~them as ~~accounting~~a ~~principles~~single ~~generally~~contract ~~accepted~~when inone ~~the~~or ~~United~~more ~~States~~ of ~~America~~the ~~and~~following ~~that~~criteria ~~receipts~~are ~~and~~met: ~~expenditures~~(i) of the ~~Company~~contracts are ~~being~~negotiated ~~made~~with ~~only~~a insingle ~~accordance~~commercial objective, ~~with~~(ii) ~~authorizations~~consideration ofto ~~management~~be ~~and~~paid ~~directors~~in one contract depends on the terms of the ~~Company;~~other contract, and (iii) services promised are a single performance obligation.

·Data revenue ~~Provide~~relates ~~reasonable~~to ~~assurance~~fees ~~regarding~~paid ~~prevention~~for oruse ~~timely~~of ~~detection~~the ofCompany’s ~~unauthorized~~proprietary ~~acquisition,~~platform and includes subscription-based and usage-based service offerings. Subscriptions are recognized as revenue ratably during the period that the customer has access to use orthe ~~disposition~~Company’s platform. Fees charged to customers based on usage of the ~~company'~~Company’s ~~assets~~platform ~~that~~are ~~could~~based ~~have~~on aper-record ~~material~~charges ~~effect~~and are recognized as revenue over time based on actual usage in the ~~financial~~period. ~~statements~~The Company’s standard contract periods are for one year and are non-cancellable.

~~Because~~Media activation ofrevenue ~~its~~relates ~~inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness~~ to ~~future~~the ~~periods~~fees ~~are~~charged ~~subject~~for to the ~~risk~~Company’s ~~that~~management ~~controls may become inadequate because~~ of ~~changes~~media incampaigns ~~conditions~~for customers, orand ~~that~~ the ~~degree~~ activation of ~~compliance with~~ the ~~policies~~data ~~or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined~~ to bethe ~~effective~~related ~~can~~media ~~provide~~campaign ~~only reasonable assurance with respect to financial statement preparation~~ and ~~presentation.~~are ~~Because~~recognized ofat the ~~inherent~~point ~~limitations~~ of ~~internal~~delivery control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the ~~financial~~related ~~reporting~~performance ~~process~~obligation. ~~Therefore,~~The Company’s itstandard iscontract ~~possible~~periods toare ~~design~~for ~~into~~one ~~the~~year ~~process~~and ~~safeguards~~are ~~to reduce, though not eliminate, this risk~~non-cancellable.

~~Management~~When customers ~~assessed~~pay ~~the~~fees ~~effectiveness~~in ofadvance ~~the Company's internal control over financial reporting as~~ of ~~August 31, 2012. In making this assessment, management used~~ the ~~criteria~~specified ~~set~~period ~~forth by the Committee~~ of ~~Sponsoring~~use ~~Organizations~~ of the ~~Treadway~~platform, ~~Commission~~those infees ~~Internal~~paid ~~Control-Integrated~~in ~~Framework.~~advance ~~Based~~are onrecorded ~~its assessment, management concluded that,~~ as ofdeferred revenue ~~August~~in ~~31, 2012,~~ the Company'’s ~~internal~~consolidated ~~control~~balance ~~over~~sheets ~~financial~~and ~~reporting was~~recognized ~~effective~~as ~~based~~revenue onwhen ~~those criteria. For~~ the ~~year~~performance ~~ended~~obligation ~~August~~is ~~31, 2012, the Company’s management annual report on internal control over financial reporting was not subject to attestation by its independent auditors~~satisfied.

29Sales and other taxes collected from customers that are remitted to governmental authorities are excluded from revenue.

~~Table of Contents~~Stock-Based Compensation

~~Changes~~The Company compensates certain key employees, contractors, Directors and Board advisors through incentive stock options (the “Option Awards”). Grants of Option Awards are measured at the grant-date fair value of the award. The Company estimates the grant-date fair value using the Black-Scholes-Merton option-pricing model. Option Awards have only time-based vesting criteria. The Company recognizes compensation expense for these Option Awards in ~~Internal~~the ~~Control~~consolidated statements of operations over ~~Financial~~the ~~Reporting~~vesting period.

During the fiscal year ended August 31, 2012, we have taken additional measures to strengthen our financial controls, which have included training for our accounting staff and allocating financial and human resources to support our internal control structure. We have also plan to contract with an outside consulting firm to further assist the Company in our Sarbanes Oxley (“SOX”) compliance and internal controls. The Company continues its process of SOX compliance, including mapping, testing, analysis and assessment. The Company's efforts are designed to address our internal controls for financial reporting and to strengthen our overall control environment. Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that disclosure controls or internal controls over financial reporting will prevent all errors, even as the aforementioned remediation measures are implemented and further improved to address all deficiencies. The design of any system of controls is based in part upon certain assumptions about likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.55

~~The~~Fair Value implementation of our internal controls is on-going, has required substantial expenditures, and could distract our officers and employees from the operation of our business. However, 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 the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.Measurements

~~Item~~The Company’s 9Baccounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring or nonrecurring basis adheres to the FASB fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. ~~Other~~The ~~Information~~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:

~~None.~~● Level 1 is defined as observable inputs such as quoted prices in active markets for identical assets;

~~PART~~● ~~III~~Level 2 is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

~~ITEM~~● ~~10.~~Level ~~DIRECTORS~~3 is defined as unobservable inputs in which little or no market data exists, ~~EXECUTIVE~~therefore ~~OFFICERS~~requiring ~~AND~~an ~~CONTROL~~entity ~~PERSONS~~to develop its own assumptions.

The level ~~executive~~in ~~officers~~the ~~and~~fair ~~directors~~value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The carrying amounts of cash, accounts receivable, accounts payable, accrued expenses, and other financial working capital items approximate their fair value at August 31, 2025 and 2024, due to the short ~~Company~~maturity ~~are:~~nature of these items.

Name	Age	Positions with the Company
Dr. Ren Zhiqing	55	Chairman and Chief Executive Officer
Pan Mingxiao	36	Executive Vice President and Director
Ren Xudong	29	Vice President and Secretary
Michael Toups	47	Chief Financial Officer
Dora Dong	52	Director
Dr. Jun Zhang	48	Director
Ying Fengmei	59	Director

Basis of Presentation of Financial Information

~~All~~The consolidated ~~directors~~financial ~~hold~~statements ~~office~~have ~~until~~been prepared assuming that the ~~next~~Company ~~annual~~will ~~meeting~~continue as a going concern which contemplates continuation of ~~our~~operations, ~~shareholders~~realization of assets and ~~until~~payment ~~their~~of ~~successors~~liabilities ~~have~~in ~~been~~the ~~elected~~ordinary ~~and~~course ~~qualify~~of business. ~~Officers~~As ~~serve~~shown atin the accompanying ~~pleasure~~consolidated financial statements, the Company has incurred a net loss of approximately $8,153,000 and negative cash flows from operations of approximately $2,620,000 for the ~~Board~~year ended August 31, 2025. In addition, the Company has negative working capital of ~~Directors~~approximately $3,749,000 as of August 31, 2025. The Company’s ability to continue as a going concern is dependent on meeting various obligations as they become due with cash generated from operations and/or through raising capital and ultimately achieving sustained profitable operations. In November 2025, the Company signed a convertible note payable agreement with its majority stockholder in the total amount of approximately $1,950,000.

~~Ren~~During its ~~Zhiqing~~fiscal year ending August 31, ~~Chairman~~2026, ofmanagement ~~the~~is ~~Board~~operating to a plan that includes an increase in bookings, revenue and ~~Chief~~gross margin ~~Executive~~sufficient ~~Officer.~~to ~~Dr.~~allow ~~Ren~~the ~~has~~Company ~~been~~to fund operations. Management believes the ~~Chief~~Company ~~Executive~~will ~~Officer~~be able to continue to operate in its present form as a result of ~~Shanxi~~the ~~Taiji~~additional ~~Industrial~~investments ~~Development~~received Cofrom investors and the increased gross profit and cash flows from operations. However, ~~Ltd.~~no ~~since~~assurance ~~its~~can ~~formation~~be given that management’s actions will result in ~~1997~~sustained profitable operations. ~~Previously,~~If hemanagement ~~was~~is ~~the~~not ~~president~~successful ofwith ~~Shanxi~~its ~~Modern~~plan, ~~Trade~~anticipated hires can be delayed and ~~Economics~~other ~~Institute~~planned ~~(1993~~expenses tocan ~~1997),~~be removed from its plan to a ~~privately~~level ~~funded~~necessary ~~college.~~to Hemaintain ~~also~~positive ~~served~~cash asflow. ~~head~~If ofmanagement ~~the~~is ~~China~~not ~~Yinjing~~successful ~~News~~with ~~Agency~~its plans, ~~Shanxi~~there is ~~Branch~~a ~~(1989~~possibility that the Company may need to ~~1993),~~secure ~~and~~additional ~~was~~funding afrom ~~contributing~~its ~~writer~~majority ~~for~~stockholder or other investors. The Company’s majority stockholder has represented in writing that it has the ~~China~~intent ~~Economic~~and ~~News~~ability ~~Agency~~to ~~(1986~~provide additional funding if necessary to ~~1989).~~allow ~~Dr.~~the ~~Ren~~Company ~~earned~~to ~~his~~continue ~~medical~~normal ~~degree~~business operations for at least twelve months from the ~~Shanxi~~date ~~College~~of issuance of ~~Traditional~~these ~~Chinese~~consolidated ~~Medicine~~financial statements.

Pan Mingxiao, Executive Vice President and Director. Mr. Pan has been an officer and director of Shanxi Taiji Industrial Development Co., Ltd since 2004. Previously, he was the Chief Financial Officer of Shanxi Modern Bilingual School and he has over 15 years’ experience in the education field. Mr. Pan earned his Bachelor’s degree from Peking University.56

~~Ren Xudong, Vice President and Secretary~~Item 7A. ~~Mr.~~Quantitative ~~Ren has been an officer of Shanxi Taiji Industrial Development Co., Ltd since 2010 in operations management~~ and ~~corporate~~Qualitative ~~communications.~~Disclosures ~~Previously,~~About heMarket was involved in Kia Motors management training and entrepreneurial activities from 2008 to 2010. Mr. Ren earned his Bachelor’s degree in Mathematics in 2006 from Imperial College in London and earned his Master’s degree in Risk ~~Management from Imperial College in 2007~~.

30We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.

~~Table of Contents~~57

~~Michael Toups, Chief Financial Officer~~Item 8. ~~Mr.~~ ~~Toups was appointed Chief~~ Financial ~~Officer~~Statements ~~in June 2010. Mr. Toups is an accounting~~ and ~~corporate~~Supplementary ~~finance executive with over 20 years of experience in senior management with specialties in business strategy, M&A and international trade~~Data. He has middle-market corporate finance experience across a variety of industries as both principal and advisor and has served in roles as the CFO, COO, and director of private and publicly traded companies. Mr. Toups expertise includes PCAOB audits, SEC reporting and Sarbanes-Oxley compliance. He is also well-versed in Chinese business practices and has directed strategic business planning for Asia-based companies for over 12 years. Mr. Toups also currently serves as the CFO of Longwei Petroleum Investments Holding Limited, a Taiyuan, Shanxi Province, PRC-based petroleum distributor listed on the NYSE MKT. Since June 2012, Mr. Toups has served as a member of the board of directors and special committee member of First Surgical Partners, Inc., a US-based healthcare company. From December 2010 to December 2011 he served as a member of the board of directors of Lotus Pharmaceuticals, a Beijing China-based manufacturer of pharmaceutical products. Most recently Mr. Toups served as Director of Asia Investment Banking, Midtown Partners & Co. from December 2007 to July 2010 and as the CFO and director of Nork Lighting, a China-based manufacturer and the largest retailer of high-end residential lighting products in China from December 2007 to July 2010. From May 2009 to May 2011, he served as the president and director of Stone Harbor Investments, Inc., a small business consulting company. From January 2001 to December 2007, he served as president and owner of Peak Crown, a consulting company for the import of products from Asia and financial services. Mr. Toups holds an MBA in Finance from the University of Notre Dame and a BBA in Finance from Texas Christian University.

~~Dora~~INDEX TO ~~Dong,~~CONSOLIDATED ~~Director. Ms.~~FINANCIAL Dong is an entrepreneur and business leader who works to promote trade and commerce between the US and China. Since July 2000, Ms. Dong has been a member of the board of directors of the Silicon Valley Chinese American Computer and Commerce Association. She served as the association’s CFO from July 2006 to July 2008 and is currently serving as its Vice President since 2008. Since May 2009, Ms. Dong has served as the President of New Continental - USA in Silicon Valley. Since September 2009, Ms. Dong has also served as the Chairman of Suzhou New Continental Education Consulting Company Ltd. in China. Additionally, Ms. Dong has served as a committee member of Suzhou Overseas Chinese Association since May 2010 and was appointed to such position by the government in Suzhou City, China. Since January 2011, Ms. Dong has served as a director of China Bilingual Technology & Education Group, Inc. in Taiyuan City, China. From July 2010 to June 2011, Ms. Dong served on the board of directors of Worldwide Energy & Manufacturing USA, Inc., an international solar manufacturing and engineering firm with multiple factories in China and sales worldwide. Ms. Dong received her Bachelor of Science Degree in Business Administration from John F. Kennedy University in 1990. Ms. Dong’s qualifications to serve as an independent director of the Company are based on her financial management experience in public and private companies in senior level corporate strategic management position combined with her CFO background with the Silicon Valley Chinese American Computer and Commerce Association. Moreover, Ms. Dong and her affiliated organization have been continuing to build the strong relationship with both government and business leaderships in the USA and PRC. As consideration for her service as a member of the board of directors, Ms. Dong is entitled to receive $9,000 per year and a restricted stock grant in the amount of $9,000 per year.STATEMENTS

Dr. Jun Zhang, Director. On January 6, 2011, Dr. Jun Zhang was appointed to the board of directors of the Company. Dr. Zhang is a well-recognized academic and research leader. His original research work in the field of pharmaceuticals has been cited as breakthroughs by academic journals and industry news. Dr. Zhang received his PhD from the University of New Mexico in 2001. Dr. Zhang holds two US patents, has published more than 30 peer-reviewed research articles, acts as the editorial board member of two international journals, and reviews research articles for more than 20 international publications. Dr. Zhang is frequently invited to chair and speak at international conferences and is an advisor for the World Academy of Developing Countries. Dr. Zhang’s qualifications to serve as an independent director of the Company are based on his experience as an academic and research leader. As consideration for his service as a member of the board of directors, Dr. Zhang is entitled to receive $9,000 per year and a restricted stock grant in the amount of $9,000 per year.

Report of Independent Registered Public Accounting Firm (PCAOB #0542)		59
Consolidated Balance Sheets as of August 31, 2025 and 2024		62
Consolidated Statements of Operations for the Years ended August 31, 2025 and 2024		63
Consolidated Statements of Stockholders’ Deficit for the Years Ended August 31, 2025 and 2024		64
Consolidated Statements of Cash Flows for the Years ended August 31, 2025 and 2024		65
Notes to Consolidated Financial Statements		66

Ying Fengmei, Director. On January 6, 2011, Ying Fengmei was appointed to the board of directors of the Company. Ms. Fengmei is an economist and finance professional who has worked as an independent consultant to China-based companies since 2003 to assist them with their business planning and financial operations. From 1993 to 2003 Ms. Ying served as the General Manager of the Shanghai Foreign Economic Corporation and from 1987 to 1993 she served as the Vice Plant Manager of the Shanghai Yuzhou Electric Tool Plant. Ms. Ying is a 1986 graduate from the business school of Shanghai Jiao Tong University, one of China’s oldest and most prestigious universities. Ms. Ying is a certified economist. Ms. Ying qualifications to serve as an independent director of the Company are based on her business dealings as an economist and finance professional who works with China-based companies. 58

~~Family~~REPORT OF ~~Relationships~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~There are no family relationships between or among~~ To the ~~above~~Stockholders ~~directors, executive officers or persons nominated or charged by us to become directors or executive officers, except for the following: Mr. Ren Zhiqing, our Chairman~~ and ~~Chief Executive Officer, is~~ the ~~father~~Board of ~~Mr. Ren Xudong, our Vice President and Secretary, and the cousin~~ Directors of ~~Mr.~~VisitIQ ~~Pan Mingxiao, Executive Vice President and Director~~Corp.

31Opinion on the Financial Statements

~~Table~~We have audited the accompanying consolidated balance sheets of ~~Contents~~VisitIQ Corp. and Subsidiary (the “Company”) as of August 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ deficit and cash flows for each of the years in the two-year period ended August 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

~~Conflicts~~Basis for ~~of Interest~~Opinion

~~Certain~~These financial ~~potential~~statements ~~conflicts~~are the responsibility of ~~interest~~the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are ~~inherent~~a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the ~~relationships~~U.S. ~~between~~federal ~~our~~securities ~~officers~~laws and ~~directors~~the applicable rules and usregulations of the Securities and Exchange Commission and the PCAOB.

~~From~~We conducted ~~time to time, one or more of~~ our ~~affiliates~~audits ~~may~~in ~~form~~accordance orwith ~~hold~~the anstandards ~~ownership~~of ~~interest~~the inPCAOB. ~~and/or~~Those ~~manage~~standards ~~other~~require ~~businesses~~that ~~both~~we ~~related~~plan and ~~unrelated~~perform to the ~~type~~audits to ofobtain ~~business~~reasonable ~~that~~assurance weabout ~~own~~whether ~~and~~the ~~operate. These~~financial ~~persons~~statements ~~expect~~are tofree ~~continue~~of tomaterial ~~form~~misstatement, ~~hold~~whether andue ~~ownership~~to ~~interest in and/~~error or ~~manage~~fraud. ~~additional~~The ~~other~~Company ~~businesses~~is ~~which~~not ~~may~~required ~~compete~~to ~~with~~have, ~~our~~nor ~~business~~were ~~with~~we ~~respect~~engaged to ~~operations~~perform, ~~including~~an ~~financing~~audit ~~and~~of ~~marketing,~~its ~~management~~internal ~~time~~control ~~and~~over ~~services~~financial reporting. ~~and~~As ~~potential~~part ~~customers.~~of ~~These~~our ~~activities~~audits, ~~may~~we ~~give~~are ~~rise~~required to ~~conflicts~~obtain ~~between~~an orunderstanding ~~among the interests~~ of usinternal ~~and~~control ~~other~~over ~~businesses~~financial ~~with~~reporting, ~~which~~but not ~~our~~for ~~affiliates~~the ~~are~~purpose ~~associated. Our~~of ~~affiliates~~expressing ~~are~~an inopinion noon ~~way~~the ~~prohibited~~effectiveness ~~from~~of ~~undertaking~~the ~~such~~Company’s ~~activities,~~internal ~~and~~control ~~neither~~over usfinancial ~~nor~~reporting. Accordingly, ~~our~~we ~~shareholders~~express ~~will~~no ~~have any right to require participation in~~ such ~~other activities~~opinion.

~~Further,~~Our audits ~~because~~included weperforming ~~intend~~procedures to ~~transact~~assess ~~business~~the ~~with~~risks ~~some~~of material misstatement of ~~our~~the ~~officers~~financial statements, ~~directors~~whether ~~and~~due ~~affiliates,~~to error asor ~~well~~fraud, asand ~~with~~performing ~~firms~~procedures inthat ~~which~~respond ~~some~~to ofthose ~~our~~risks. ~~officers,~~Such ~~directors~~procedures orincluded ~~affiliates~~examining, ~~have~~on a ~~material~~test ~~interest~~basis, ~~potential~~evidence regarding ~~conflicts~~the ~~may~~amounts ~~arise~~and ~~between~~disclosures in the ~~respective~~financial ~~interests~~statements. ofOur usaudits also included evaluating the accounting principles used and ~~these~~significant ~~related~~estimates ~~persons~~made orby ~~entities. We~~the ~~believe~~Company, ~~that~~as ~~such~~well ~~transactions~~as ~~will~~evaluating bethe ~~effected~~overall onpresentation ~~terms~~of atthe ~~least~~financial asstatements. We ~~favorable~~believe tothat usour asaudits ~~those~~provide ~~available~~a ~~from~~reasonable ~~unrelated~~basis ~~third~~for ~~parties~~our opinion.

~~With~~Critical Audit respect to transactions involving real or apparent conflicts of interest, we have adopted policies and procedures which require that: (i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval, (ii) the transaction be approved by a majority of our disinterested outside directors, and (iii) the transaction be fair and reasonable to us at the time it is authorized or approved by our directors.Matters

~~Our~~The ~~policies~~critical ~~and~~audit ~~procedures~~matters ~~regarding~~communicated below ~~transactions~~are ~~involving~~matters ~~potential~~arising ~~conflicts~~from ofthe ~~interest~~current ~~are~~period ~~not~~audit inof ~~writing. We~~the ~~understand~~financial statements that itwere ~~will~~communicated beor ~~difficult~~required to ~~enforce~~be ~~our~~communicated to ~~policies~~the ~~and~~Board ~~procedures~~of Directors and ~~will~~that: ~~rely~~(1) ~~and~~relate ~~trust~~to ~~our~~accounts ~~officers~~or ~~and~~disclosures ~~directors~~that are material to ~~follow~~the ~~our~~financial ~~policies~~statements and ~~procedures. We~~(2) involved ~~will~~our ~~implement~~especially ~~our~~challenging, ~~policies~~subjective, ~~and~~or ~~procedures~~complex byjudgments. ~~requiring~~The ~~the~~communication ~~officer~~of orcritical ~~director~~audit ~~who~~matters isdoes not alter in ~~compliance~~any ~~with~~way our ~~policies~~opinion ~~and~~on ~~procedures~~the tofinancial ~~remove~~statements, ~~himself/herself~~taken as a whole, and we are not, by communicating the ~~other~~critical ~~officers~~audit ~~and~~matters below, ~~directors~~providing ~~will~~separate ~~decide~~opinions ~~how~~on tothe ~~implement~~critical audit matters or on the ~~policies~~accounts ~~and~~or ~~procedures,~~disclosures ~~accordingly~~to which they relate.

~~Involvement in Legal Proceedings~~59

~~To the best~~ Valuation of ~~our~~Series ~~knowledge,~~B ~~during~~Convertible ~~the~~Preferred ~~past ten years~~Stock, ~~none~~Series ofC ~~the~~Convertible ~~following~~Preferred occurred with respect to a present or former director or executive officer of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any orderStock, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and ~~(4)~~Stock-Based being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.Compensation

~~Director~~As described ~~Independence~~in Notes 8, 9, 12 and 13 to the financial statements, the Company recorded transactions during the year ended August 31, 2025 that required valuations of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, options to purchase common stock, and related party consulting expense recorded as a component of stock-based compensation expense. These valuations also affected the Company’s accounting for the exchange of convertible debt, and the related gain on exchange of convertible debt recognized in the consolidated statement of operations, for the year ended August 31, 2025.

~~Our~~We identified ~~Board~~these ofvaluations ~~Directors~~as ~~has~~a ~~determined~~critical ~~that~~audit ~~currently~~matter ~~Ms.~~because ~~Dora~~auditing ~~Dong,~~these ~~Ms.~~valuations ~~Ying~~involved ~~Fengmei~~challenging, subjective and complex Drauditor judgment. ~~Jun~~In ~~Zhang~~particular, ~~qualify~~the asauditing ~~“independent”~~involved asevaluating complex agreements and the ~~term~~significant isinputs and assumptions used in ~~Item~~the ~~407~~valuation ofmodels, ~~Regulation~~and ~~S-K~~the asCompany’s ~~promulgated~~accounting byfor the ~~SEC~~related ~~and~~exchange inof ~~the~~convertible ~~listing~~notes ~~standards~~payable ofand ~~The~~warrants for ~~Nasdaq~~Series B Convertible Preferred Stock ~~Market,~~transactions ~~Inc.~~in –conformity ~~Marketplace~~with ~~Rule~~accounting ~~5605(a)(2)~~principles generally accepted in the United States of America.

~~Board~~The primary ~~Leadership~~procedures ~~Structure~~we ~~and~~performed ~~Role~~to inaddress ~~Risk~~this ~~Oversight~~critical audit matter included:

~~Although~~● weObtained ~~have~~an ~~not~~understanding ~~adopted~~of ainternal ~~formal~~processes ~~policy on whether the Chairman~~ and ~~Chief~~controls ~~Executive~~related ~~Officer~~to ~~positions should be separate or combined, we have traditionally determined that it is in~~ the ~~best~~valuation ~~interests~~ of ~~the~~Series ~~Company~~B ~~and~~Convertible ~~its~~Preferred ~~shareholders~~Stock, toSeries ~~combine~~C ~~these~~Convertible ~~roles.~~Preferred ~~Dr.~~Stock, ~~Ren~~stock ~~Zhiqing~~option ~~has~~awards, ~~served as Chairman~~ and ~~Chief Executive Officer of~~ the ~~Company~~related ~~since~~party ~~the~~consulting ~~Merger.~~arrangement ~~Due~~recorded toas ~~the~~a ~~small~~component ~~size and early stage~~ of ~~the~~stock-based ~~Company,~~compensation ~~we believe it is currently most effective to have the Chairman and Chief Executive Officer positions combined~~expense.

~~Our~~● ~~board~~Evaluated ofthe ~~directors~~terms isof ~~primarily~~the ~~responsible~~underlying ~~for~~agreements ~~overseeing~~and ~~our~~assessed ~~risk~~the ~~management~~appropriateness ~~processes,~~of ~~and~~the ~~acts~~Company’s asaccounting ~~our~~for ~~audit~~the ~~committee. The~~exchange ~~board~~ of ~~directors~~convertible ~~receives~~notes ~~and~~for ~~reviews~~Series ~~periodic~~B ~~reports~~Convertible ~~from~~Preferred ~~management~~Stock, ~~auditors, legal counsel,~~ and ~~others,~~the asrelated ~~considered~~gain ~~appropriate~~on ~~regarding~~the ~~our~~exchange, ~~company’s~~the ~~assessment~~conversion of ~~risks.~~Series ~~The~~B ~~board~~Convertible ofPreferred ~~directors~~Stock ~~focuses~~into onSeries ~~the~~C ~~most~~Convertible ~~significant~~Preferred ~~risks facing our Company and our Company’s general risk management strategy~~Stock, and ~~also ensure that risks undertaken by our Company are consistent with~~ the ~~board’s~~related ~~appetite~~consulting ~~for~~expense ~~risk.~~recorded ~~While~~as ~~the~~a ~~board~~component ~~oversees~~of ~~our~~stock-based ~~Company’s risk management~~compensation, ~~management~~and ~~is responsible for day~~stock-~~to-day~~based ~~risk~~compensation ~~management~~expense ~~processes.~~in Weconformity ~~believe~~with ~~this~~accounting ~~division~~principles ofgenerally ~~responsibilities~~accepted isin the ~~most~~United ~~effective~~States ~~approach~~of ~~for addressing the risks facing our Company and that our board leadership structure supports this approach~~America.

32● Assessed the significant inputs and assumptions used in management’s valuation analyses and, with the assistance of our internal valuation specialist, evaluated the appropriateness of the valuation methodologies and models used by management.

~~Table~~● Verified the mathematical accuracy of ~~Contents~~the valuation calculations and the resulting amounts recorded in mezzanine equity, stockholders’ deficit, stock-based compensation expense, and the gain on exchange of convertible debt.

~~Meetings~~● ~~and~~Evaluated ~~Committees~~the adequacy of the ~~Board~~Company’s ofdisclosures ~~Directors~~in Notes 8, 9, 12 and 13 related to these items.

~~Our~~Impairment Analysis ~~board~~ of ~~directors~~Internally ~~held~~Developed no formal meetings during the most recently completed fiscal year ended August 31, 2012. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the State of Nevada and our bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.Software

~~Code~~As described in Note 3 to the financial statements, the Company evaluates its internally developed software intangible asset for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. During the year ended August 31, 2025, the Company identified impairment triggering events, including net losses and negative cash flows from operations, and performed a recoverability analysis using estimated undiscounted future cash flows. The Company concluded that no impairment existed as of ~~Ethics~~August 31, 2025.

OnWe identified ~~January~~the ~~21,~~impairment ~~2011,~~analysis weof ~~adopted~~internally adeveloped ~~Code~~software ofas ~~Ethics~~a ~~for~~critical ~~our~~audit ~~principal~~matter ~~executive~~as ~~officers~~auditing ~~and senior~~ management~~. The~~’s recoverability ~~Code~~analysis ofinvolved ~~Ethics is~~challenging, ~~designed~~subjective ~~to deter wrongdoing~~ and ~~promote~~complex ~~honest~~judgments ~~and~~related ~~ethical~~to ~~conduct;~~the ~~full~~cash ~~and~~flow ~~fair~~forecasts ~~disclosure~~used in ~~reports and documents submitted to~~ the analysis, ~~SEC;~~including ~~compliance~~assumptions ~~with~~regarding ~~applicable~~future ~~governmental~~revenues ~~laws, rules~~ and ~~regulations;~~operating ~~and the prompt internal reporting of violations of the code to appropriate persons by our senior management~~expenses. ~~Our Code of Ethics is available on our corporate website at http://ir.stockpr.com/china~~

Filing Compare · VisitIQ Corp.