Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

Share Name	Share Symbol	Market	Type
Tian Ruixiang Holdings Ltd	NASDAQ:TIRX	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	-0.12	-7.64%	1.45	1.52	1.61	1.565	1.50	1.55	16,216	23:30:00

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of August 2024

Commission File Number 001-39925


	TIAN RUIXIANG Holdings Ltd

Room 1001, 10 / F, No. 25, North East Third Ring Road,

Chaoyang District, Beijing,

Chaoyang District, Beijing, People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Explanatory Note

On August 16, 2024, TIAN RUIXIANG Holdings Ltd (the “Company”) reported its financial results for the six months ended April 30, 2024. The Company hereby furnishes the following documents as exhibits to this report: “Unaudited Condensed Consolidated Financial Statements for the Six Months Ended April 30, 2024 and 2023”, and “Operating and Financial Review and Prospects”.

EXHIBIT INDEX


Exhibit No.		Description

99.1		Unaudited Condensed Consolidated Financial Statements for the Six Months Ended April 30, 2024 and 2023
99.2		Operating and Financial Review and Prospects
101		Interactive Data Files (formatted as Inline XBRL)
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	TIAN RUIXIANG Holdings Ltd

Date: August 16, 2024	By:	/s/ Sheng Xu
	Name:	Sheng Xu
	Title:	Chairman and Chief Executive Officer

Exhibit 99.1

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN U.S. DOLLARS)


	As of
	April 30, 2024		October 31, 2023
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash	$	27,456,502	$	2,383
Restricted cash		700,530		692,692
Short-term investments		—		26,797,081
Accounts receivable		7,844		18,960
Other current assets		90,333		107,508

Total Current Assets		28,255,209		27,618,624

NON-CURRENT ASSETS:
Right-of-use assets, operating leases, net		61,518		54,870
Note receivable		7,800,000		7,800,000
Interest receivable		78,000		—
Property and equipment, net		5,605		6,280
Intangible assets, net		1,766,961		—

Total Non-current Assets		9,712,084		7,861,150

Total Assets	$	37,967,293	$	35,479,774

LIABILITIES AND EQUITY

CURRENT LIABILITIES:
Acquisition payable	$	1,875,002	$	—
Operating lease liabilities		24,892		57,402
Taxes payable		626,150		623,825
Salary payable		815,449		726,330
Accrued liabilities and other payables		932,295		481,801
Due to related parties		1,310,545		1,173,510

Total Current Liabilities		5,584,333		3,062,868

NON-CURRENT LIABILITIES:
Operating lease liabilities - noncurrent portion		39,872		—

Total Non-current Liabilities		39,872		—

Total Liabilities		5,624,205		3,062,868

EQUITY:
TIAN RUIXIANG Holdings Ltd Shareholders' Equity:
Ordinary shares: $0.025 par value; 40,000,000 shares authorized;
Class A ordinary shares: $0.025 par value; 36,000,000 shares authorized; 1,372,949 and 674,949 shares issued and outstanding at April 30, 2024 and October 31, 2023, respectively		34,324		16,874
Class B ordinary shares: $0.025 par value; 4,000,000 shares authorized; 50,000 shares issued and outstanding at April 30, 2024 and October 31, 2023		1,250		1,250
Additional paid-in capital		46,361,339		44,108,774
Accumulated deficit		(10,909,039)		(8,303,691)
Statutory reserve		275,150		275,150
Accumulated other comprehensive loss		(3,420,333)		(3,681,845)
Total TIAN RUIXIANG Holdings Ltd shareholders' equity		32,342,691		32,416,512
Non-controlling interest		397		394

Total Equity		32,343,088		32,416,906

Total Liabilities and Equity	$	37,967,293	$	35,479,774

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-1

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(IN U.S. DOLLARS)


	For the Six Months Ended April 30,
	2024		2023

REVENUES	$	178,345	$	724,859

OPERATING EXPENSES
Selling and marketing		1,149,083		1,564,353
General and administrative - professional fees		390,503		735,314
General and administrative - compensation and related benefits		1,521,846		290,810
General and administrative - other		79,743		62,368

Total Operating Expenses		3,141,175		2,652,845

LOSS FROM OPERATIONS		(2,962,830)		(1,927,986)

OTHER INCOME (EXPENSE)
Interest income		348,639		468,200
Other income (expense)		22,940		(6,464)

Total Other Income, net		371,579		461,736

LOSS BEFORE INCOME TAXES		(2,591,251)		(1,466,250)

INCOME TAXES		14,098		20,003

NET LOSS	$	(2,605,349)	$	(1,486,253)

LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		(1)		—

NET LOSS ATTRIBUTABLE TO TIAN RUIXIANG HOLDINGS LTD ORDINARY SHAREHOLDERS	$	(2,605,348)	$	(1,486,253)

NET LOSS PER ORDINARY SHARE ATTRIBUTABLE TO TIAN RUIXIANG HOLDINGS LTD ORDINARY SHAREHOLDERS:
Basic and diluted	$	(2.68)	$	(2.50)

WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING:
Basic and diluted		970,721		594,901

COMPREHENSIVE LOSS:
NET LOSS	$	(2,605,349)	$	(1,486,253)
OTHER COMPREHENSIVE INCOME
Unrealized foreign currency translation gain		261,516		1,485,978
COMPREHENSIVE LOSS		(2,343,833)		(275)
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST		3		23
COMPREHENSIVE LOSS ATTRIBUTABLE TO TIAN RUIXIANG HOLDINGS LTD ORDINARY SHAREHOLDERS	$	(2,343,836)	$	(298)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Six Months Ended April 30, 2024

(IN U.S. DOLLARS)


	TIAN RUIXIANG HOLDINGS LTD SHAREHOLDERS’ EQUITY
	Ordinary Shares												Accumulated
	Class A			Class B			Additional						Other
	Number of			Number of			Paid-in		Accumulated		Statutory		Comprehensive		Non-controlling		Total
	Shares	Amount		Shares	Amount		Capital		Deficit		Reserve		Loss		Interest		Equity

Balance, October 31, 2023	674,949	$	16,874	50,000	$	1,250	$	44,108,774	$	(8,303,691)	$	275,150	$	(3,681,845)	$	394	$	32,416,906

Issuance of ordinary share for services	698,000		17,450	—		—		2,252,565		—		—		—		—		2,270,015

Net loss for the six months ended April 30, 2024	—		—	—		—		—		(2,605,348)		—		—		(1)		(2,605,349)

Foreign currency translation adjustment	—		—	—		—		—		—		—		261,512		4		261,516

Balance, April 30, 2024	1,372,949	$	34,324	50,000	$	1,250	$	46,361,339	$	(10,909,039)	$	275,150	$	(3,420,333)	$	397	$	32,343,088

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Six Months Ended April 30, 2023

(IN U.S. DOLLARS)


	TIAN RUIXIANG HOLDINGS LTD SHAREHOLDERS’ EQUITY
	Ordinary Shares								Treasury Stock								Accumulated
	Class A			Class B			Additional		Number								Other
	Number of			Number of			Paid-in		of				Accumulated		Statutory		Comprehensive		Non-controlling		Total
	Shares	Amount		Shares	Amount		Capital		Shares		Amount		Deficit		Reserve		Loss		Interest		Equity

Balance, October 31, 2022	2,527,200	$	12,636	250,000	$	1,250	$	42,663,012		(10,000)	$	—	$	(5,800,817)	$	226,253	$	(3,620,712)	$	400	$	33,482,022

Cancellation of treasury stock	—		—	—		—		—		10,000		—		—		—		—		—		—

Issuance of ordinary share for services	490,000		2,450	—		—		1,065,550		—		—		—		—		—		—		1,068,000

Shares issued for adjustment for 1:5 reverse split	7,545		38	—		—		(38)		—		—		—		—		—		—		—

Net loss for the six months ended April 30, 2023	—		—	—		—		—		—		—		(1,486,253)		—		—		—		(1,486,253)

Foreign currency translation adjustment	—		—	—		—		—		—		—		—		—		1,485,955		23		1,485,978

Balance, April 30, 2023	3,024,745	$	15,124	250,000	$	1,250	$	43,728,524		—	$	—	$	(7,287,070)	$	226,253	$	(2,134,757)	$	423	$	34,549,747

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN U.S. DOLLARS)


	For the Six Months Ended April 30,
	2024		2023

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,605,349)	$	(1,486,253)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation expense and amortization of intangible assets		30,896		1,017
Amortization of right-of-use assets		36,835		55,334
Stock-based compensation and service expense		2,270,015		1,068,000
Bad debt provision		18,073		25
Loss on disposal of property and equipment		—		735
Changes in operating assets and liabilities:
Accounts receivable		11,423		(60,321)
Security deposit		—		4,402
Interest receivable		(78,000)		262,192
Due from related party		—		1,444
Other assets		397		55,340
Taxes payable		(4,086)		24,428
Salary payable		91,969		204,189
Accrued liabilities and other payables		518,567		(8,959)
Due to related parties		3,611		683,003
Operating lease liabilities		(36,141)		(42,993)

NET CASH PROVIDED BY OPERATING ACTIVITIES		258,210		761,583

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from note receivable		—		7,500,000
Cash acquired on acquisition		77,893		—
Proceeds from sale of short-term investments		27,336,938		27,615,075

NET CASH PROVIDED BY INVESTING ACTIVITIES		27,414,831		35,115,075

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related parties' borrowings		93,794		—
Repayments of related parties' borrowings		(35,807)		—

NET CASH PROVIDED BY FINANCING ACTIVITIES		57,987		—

EFFECT OF EXCHANGE RATE ON CASH AND RESTRICTED CASH		(269,071)		84,307

NET INCREASE IN CASH AND RESTRICTED CASH		27,461,957		35,960,965

CASH AND RESTRICTED CASH - beginning of period		695,075		695,242

CASH AND RESTRICTED CASH - end of period	$	28,157,032	$	36,656,207

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	—	$	—
Income taxes	$	1,423	$	—

NON-CASH INVESTING AND FINANCING ACTIVITIES
Reissuance of treasury stock	$	—	$	25,000
Payments made by related parties on the Company's behalf	$	75,333	$	—
Accrued purchase price related to acquisition	$	1,875,002	$	—

RECONCILIATION OF CASH AND RESTRICTED CASH
Cash at beginning of period	$	2,383	$	2,508
Restricted cash at beginning of period		692,692		692,734
Total cash and restricted cash at beginning of period	$	695,075	$	695,242

Cash at end of period	$	27,456,502	$	35,923,605
Restricted cash at end of period		700,530		732,602
Total cash and restricted cash at end of period	$	28,157,032	$	36,656,207

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-5

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

TIAN RUIXIANG Holdings Ltd (“TRX” or the “Company”) is a holding company incorporated in the Cayman Islands on March 5, 2019. The Company, through a variable interest entity (“VIE”), Zhejiang Tianruixiang Insurance Broker Co., Ltd. (“TRX ZJ”), operates as a broker to sell insurance products in the People’s Republic of China (“PRC” or “China”). TRX ZJ was established on January 18, 2010 and formed three subsidiaries in PRC.

On March 20, 2019, TRX established a wholly owned subsidiary in Hong Kong, TRX Hong Kong Investment Limited (“TRX HK”), which is a holding company. On April 30, 2019, TRX HK established a Wholly Foreign-Owned Enterprise in China, Guangzhou Tianruixiang Management Consulting Co., Ltd., formerly known as Beijing Tianruixiang Management Consulting Co., Ltd. (“TRX BJ” or “WFOE”).

On February 12, 2024, TRX HK and the sole shareholder of Peak Consulting Services Limited (the “Peak Shareholder”), a private limited company formed in Hong Kong (“Peak”), entered into a sale and purchase agreement (the “Peak Agreement”), pursuant to which TRX HK, on February 29, 2024, acquired 600,000 ordinary shares of Peak representing 100% of the issued and outstanding ordinary shares of Peak in consideration of 694,445 shares of ordinary stock of the Company. Peak is a licensed insurance brokerage in Hong Kong.

On May 20, 2019, TRX BJ entered into a series of contractual arrangements, or VIE agreements with TRX ZJ and the sole equity holder of TRX ZJ, through which the Company obtained control and became the primary beneficiary of TRX ZJ for accounting purpose only under the accounting principles generally accepted in the United States of America (“U.S. GAAP”), hereinafter referred to as the Reorganization. As a result, TRX ZJ became the Company’s VIE.

On May 20, 2019, the Company completed its reorganization of the entities under the common control of two majority shareholders, Mr. Zhe Wang and Mrs. Sheng Xu, who is Mr. Zhe Wang’s wife, through their 100% controlled entities incorporated in the British Virgin Islands (“BVI”), and indirectly owned a majority of the equity interests of the Company, its subsidiaries, its VIE and the VIE’s subsidiaries prior to and after the Reorganization. The Company was established as a holding company of TRX BJ. TRX BJ is the primary beneficiary of TRX ZJ for accounting purposes only, and all of these entities are under the common control of the Company’s ultimate controlling shareholders before and after the Reorganization, which resulted in the consolidation of the Company and was accounted for as a reorganization of entities under common control at carrying value and for accounting purposes, the reorganization was accounted for as a recapitalization.

F-6

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS (continued)

The accompanying unaudited condensed consolidated financial statements reflect the activities of TRX and each of the following entities:


Name	Background	Ownership
Subsidiaries:
TRX HK	A Hong Kong company	100% owned by TRX
	Incorporated on March 20, 2019

TRX BJ	A PRC limited liability company and a wholly foreign owned enterprise	100% owned by TRX HK
	Incorporated on April 30, 2019
VIE:
TRX ZJ	A PRC limited liability company	VIE
	Incorporated on January 18, 2010
	Insurance products brokerage service and insurance related risk management service provider

VIE’s subsidiaries:
NDB Technology	A PRC limited liability company	100% owned by TRX ZJ
	Incorporated on December 1, 2016

TYDW Technology	A PRC limited liability company	100% owned by TRX ZJ
	Incorporated on December 12, 2016

Hengbang Insurance	A PRC limited liability company	99.8% owned by TRX ZJ
	Incorporated on October 27, 2015

F-7

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – BASIS OF PRESENTATION

These interim condensed consolidated financial statements are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the unaudited condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The unaudited condensed consolidated financial statements include the accounts of the Company and include the assets, liabilities, revenues and expenses of wholly owned subsidiaries, VIE and subsidiaries of the VIE over which the Company exercises control and, when applicable, entity for which the Company has a controlling financial interest or is the primary beneficiary. All inter-company accounts and transactions have been eliminated in consolidation.

Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 20-F for the year ended October 31, 2023 filed with the Securities and Exchange Commission on July 17, 2024.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the unaudited condensed consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Significant estimates during the six months ended April 30, 2024 and 2023 include the useful life of intangible assets, the assumptions used in assessing impairment of long-term assets, the fair value of the consideration given and assets acquired and liabilities assumed in the asset acquisition of Peak, the valuation of deferred tax assets and associated valuation allowances, and the valuation of stock-based compensation.

Fair Value of Financial Instruments and Fair Value Measurements

The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

●

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

●

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

F-8

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments and Fair Value Measurements (continued)

●

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

Financial instruments included in current assets and current liabilities are reported in the condensed consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.

Assets and liabilities measured at fair value on a recurring basis. Short-term investments are measured at fair value on a recurring basis. These assets are measured at fair value on an ongoing basis.

The Company did not have any short-term investment at April 30, 2024.

The following table provides these assets carried at fair value, measured as of October 31, 2023:


	Quoted Price in		Significant Other		Significant		Balance at
	Active Markets		Observable Inputs		Unobservable Inputs		October 31,
	(Level 1)		(Level 2)		(Level 3)		2023
Short-term investment	$	—	$	26,797,081	$	—	$	26,797,081

Cash

Cash include cash on hand and cash in banks, savings, deposit accounts, and all highly liquid instruments with a maturity of three months or less when purchased and money market accounts.

At April 30, 2024 and October 31, 2023, the Company’s cash balances by geographic area were as follows:


Country:	April 30, 2024				October 31, 2023
China	$	27,355,006	99.6	%	$	2,383	100.0	%
Hong Kong		101,496	0.4	%		—	—
Total cash	$	27,456,502	100.0	%	$	2,383	100.0	%

Cash in China may not be freely transferable out of the PRC because of exchange control regulations or other reasons.

Restricted Cash

In its capacity as an insurance broker, occasionally, the Company collects premiums from certain insureds and remits the premiums to the appropriate insurance carriers. Unremitted insurance premiums are held in a fiduciary capacity bank account until disbursed by the Company to the respective insurance carriers. The unremitted funds are held in a bank for a short period of time. In addition, the Company as an insurance broker is required to reserve 10% of its registered capital in cash held in an escrow bank account pursuant to the China Insurance Regulatory Commission (“CIRC”) rules and regulations. As of April 30, 2024 and October 31, 2023, restricted cash amounted to $700,530 and $692,692, respectively.

Concentration of Credit Risk and Uncertainties

The ramifications of the COVID-19 pandemic, reported to have started in December 2019 in China and spread globally, are filled with uncertainty and changing quickly.

F-9

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentration of Credit Risk and Uncertainties (continued)

The Company is operating in a rapidly changing environment so the extent to which COVID-19 impacts its business, operations and financial results from this point forward will depend on numerous evolving factors that the Company cannot accurately predict. Those factors include the following: the duration and scope of the pandemic; governmental, business and individuals’ actions to be taken in response to the pandemic.

A portion of the Company’s cash is maintained with state-owned banks within the PRC. Balances at state-owned banks within the PRC are covered by insurance up to RMB 500,000 (approximately $69,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At April 30, 2024, cash balances held in the PRC were approximately RMB 203,153,000 (approximately $28,056,000), of which, approximately RMB 202,133,000 (approximately $27,915,000) was not covered by such limited insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

We believe that there is no significant credit risk associated with cash in Hong Kong, which were held by reputable financial institutions in the jurisdiction where Peak is located. The Hong Kong Deposit Protection Board pays compensation up to a limit of Hong Kong Dollar (“HKD”) 500,000 (approximately $64,000) if the bank with which an individual/a company hold its eligible deposit fails. At April 30, 2024, cash balance of approximately HKD 611,000 (approximately $78,000) was maintained at financial institutions in Hong Kong, of which, approximately HKD 111,000 (approximately $14,000) was not insured by the Hong Kong Deposit Protection Board.

Currently, the Company’s operations are carried out in China. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in China, and by the general state of China’s economy. The Company’s operations in China are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. A portion of the Company’s sales are credit sales to customers whose ability to pay are dependent upon the prevailing industry economics; however, concentration of credit risk with respect to trade accounts receivable is limited due to short-term payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk.

Short-term Investments

Short-term investments are investments in wealth management products with underlying bonds offered by a private entity. The investments can be redeemed upon notice and their carrying values approximate their fair values. The income (loss) from sale of any investments and fair value change are recognized in the statement of operations.

The Company had short-term investments of $0 and $26,797,081 as of April 30, 2024 and October 31, 2023, respectively. Income from short term investments for the six months ended April 30, 2024 and 2023 amounted to $269,958 and $429,645, respectively, which was included in interest income on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowance for doubtful accounts for estimated losses. The Company reviews its accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. Management believes that accounts receivable is fully collectable. Therefore, no material allowance for doubtful accounts is deemed to be required on its accounts receivable at April 30, 2024 and October 31, 2023.

F-10

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Reserve for Policy Cancellations

Managements establishes the policy cancellation reserve based on historical and current data on cancellations. No allowance for cancellation has been recognized for our brokerage business as the Company estimates, based on its past experience, that the cancellation of policies rarely occurs. Any subsequent commission adjustments in connection with policy cancellations, which have been minimal to date, are recognized upon notification from the insurance carriers.

Intangible Assets

Intangible assets consist of regulatory licenses and are being amortized on a straight-line method over the estimated useful life of 10 years.

Impairment of Long-lived Assets

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value (generally, the discounted cash flows) and its book value.

There were no triggering events requiring assessment of impairment as of April 30, 2024. For the six months ended April 30, 2024 and 2023, no impairment of long-lived assets was recognized.

Revenue Recognition

The Company recognizes revenue under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

●

Step 1: Identify the contract with the customer

●

Step 2: Identify the performance obligations in the contract

●

Step 3: Determine the transaction price

●

Step 4: Allocate the transaction price to the performance obligations in the contract

●

Step 5: Recognize revenue when the company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised goods or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” goods or service (or bundle of goods or services) if both of the following criteria are met:

●

The customer can benefit from the goods or service either on its own or together with other resources that are readily available to the customer (i.e., the goods or service is capable of being distinct).

●

The entity’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the goods or service is distinct within the context of the contract).

If a goods or service is not distinct, the goods or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

F-11

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition (continued)

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

The Company’s revenue is derived from contracts with customers of provisions of insurance brokerage services. The Company does not provide any insurance agent services. The distinct performance obligation is policy placement services. Billing is controlled by the insurance carriers, therefore, the data necessary to reasonably determine the revenue amounts is made available to the Company by the insurance carriers on a monthly basis. Insurance brokerage services are considered to be rendered and completed, and revenue is recognized, at the time an insurance policy becomes effective, that is, when the signed insurance policy is in place and the premium is collected from the insured, which is confirmed by the insurance carriers with their monthly commissions statements submitted to the Company. The Company has met all the criteria of revenue recognition when the premiums are collected by it or the respective insurance carriers and not before, because collectability is not ensured until receipt of the premium. Accordingly, the Company does not accrue any commission prior to the receipt of the related premiums. Generally, at the time when the insurance policy is signed, it is difficult for us to assess the insured’s ability and intention to pay the premium due on the policy. Therefore, it is not possible for us to estimate if we will collect substantially all of the commission to which we will be entitled in exchange for our insurance brokerage services. For this reason we recognize revenue when the premiums are either collected by us or by the respective insurance carriers and not before, due to the specific practice in the industry.

No allowance for cancellation has been recognized for brokerage business, as the Company estimates, based on its past experience, that the cancellation of policies rarely occurs. Any subsequent commission adjustments in connection with policy cancellations, which have been minimal to date, are recognized upon notification from the insurance carriers. Actual commission adjustments in connection with the cancellation of policies were 0.2% and 0.6% of the total commission revenue for the six months ended April 30, 2024 and 2023, respectively.

Occasionally, certain policyholders or insureds might request the Company to assist them for claim process on their behalf with the insurance carriers. The Company generally will spend approximately an hour on the phone with the insurance carriers if such assistance is requested by the insured. Based on historical experience, claim service calls and related labor costs have been minimal. The Company did not spend time in connection with the claim process services provided to the insureds for the six months ended April 30, 2024 and 2023. Based on historical data, the transaction price does not include any element of consideration that is variable or contingent on the outcome of future events, such as policy cancellations, lapses, and volume of business or claims experience.

The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers.

Stock-based Compensation

The Company follows the provisions of Financial Accounting Standards Board (“FASB”) ASC 718, “Compensation — Stock Compensation,” which establishes accounting standards for non-employee and employee stock-based awards. Under the provisions of FASB ASC 718, the fair value of stock issued is used to measure the fair value of services received by the Company. For non-employee stock-based awards, fair value is measured based on the value of the Company’s stock on the date that the commitment for performance by the counterparty has been established. The fair value of the equity instrument is calculated and then recognized as compensation expense over the requisite performance period. For employee stock-based awards, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense with graded vesting on a straight–line basis, as specified in the stock grant, over the requisite service period for the award.

F-12

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation and Transaction

The reporting currency of the Company is the U.S. dollar (“USD”). The functional currency of the parent company, TRX, and TRX HK, is the U.S. dollar, and the functional currency of Peak is the Kong Hong dollar, and the functional currency of TRX BJ, TRX ZJ, and TRX ZJ’s subsidiaries is the Chinese Renminbi (“RMB”). For the entities whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive loss/income.

Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

All of the Company’s revenue and expense transactions are transacted in the functional currency of the operating entities. The Company does not enter into any material transactions in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.

Asset and liability accounts at April 30, 2024 was translated at HKD 7.8209 to $1.00, which was the exchange rate on the balance sheet date. Asset and liability accounts at April 30, 2024 and October 31, 2023 were translated at RMB 7.2411 to $1.00 and at RMB 7.3171 to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to unaudited condensed consolidated statements of operations and cash flows for the period from February 29, 2024 through April 30, 2024 was HKD 7.8272 to $1.00. The average translation rates applied to unaudited condensed consolidated statements of operations and cash flows for the six months ended April 30, 2024 and 2023 were RMB 7.1726 and RMB 6.9233 to $1.00, respectively.

Commitments and Contingencies

In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters. Liabilities for such contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Per Share Data

ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue ordinary stock were exercised or converted into ordinary stock or resulted in the issuance of ordinary stock that then shared in the earnings of the entity.

Basic net loss per ordinary share is computed by dividing net loss available to ordinary shareholders by the weighted average number of shares of ordinary stock outstanding during the period. Diluted net loss per ordinary share is computed by dividing net loss by the weighted average number of shares of ordinary stock, ordinary stock equivalents and potentially dilutive securities outstanding during each period. For the six months ended April 30, 2024 and 2023, potentially dilutive ordinary shares consisted of ordinary shares issuable upon the exercise of ordinary stock warrants (using the treasury stock method). Ordinary stock equivalents are not included in the calculation of diluted loss per ordinary share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact.

F-13

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Per Share Date (continued)

The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive:


	Six Months Ended April 30,
	2024	2023
Stock warrants	141,800	141,800
Potentially dilutive securities	141,800	141,800

Segment Reporting

ASC 280 “Segment reporting” establishes standards for reporting information on operating segments in interim and annual financial statements. The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”) and chairman of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company has determined that it has one reportable business segment. During the six months ended April 30, 2024 and 2023, all of the Company’s customers are in the PRC and all revenue is derived from the provision of insurance brokerage services.

Reverse Stock Split

The Company effected a one-for-five reverse stock split of its outstanding ordinary shares on May 14, 2024. All references in these unaudited condensed consolidated financial statements to shares, share prices, exercise prices, and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the reverse stock split.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (“Topic 326”). The ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which requires earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses at the time the financial asset is originated or acquired. ASU 2016-13 is effective for annual period beginning after December 15, 2022, including interim reporting periods within those annual reporting periods. The adoption of this new guidance did not have any material impact on the Company’s unaudited condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance is intended to enhance the transparency and decision - usefulness of income tax disclosures. The amendments in ASU 2023 - 09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its unaudited condensed consolidated financial statements disclosures.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its unaudited condensed consolidated financial condition, results of operations, cash flows or disclosures.

F-14

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – ACQUISITION

In order to expand the Company’s business into Hong Kong, on February 12, 2024, TRX HK and the sole shareholder of Peak Consulting Services Limited (the “Peak Shareholder”), a private limited company formed in Hong Kong (“Peak”), entered into a sale and purchase agreement (the “Peak Agreement”), pursuant to which TRX HK, on February 29, 2024, acquired 600,000 ordinary shares of Peak representing 100% of the issued and outstanding ordinary shares of Peak in consideration of 694,445 Class A ordinary shares of the Company. The shares of the Class A ordinary shares issued to the Peak Shareholder have been valued at $2.70 per share, the fair market value on transaction date.

As described in Note 1, on February 29, 2024, the Company completed its acquisition of Peak in accordance with the terms of the Peak Agreement. To determine the accounting for this transaction under ASU 2017-01, an assessment was made as to whether an integrated set of assets and activities should be accounted for as an acquisition of a business or an asset acquisition. The guidance requires an initial screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If that screen is met, the set is not a business. In connection with the acquisition, substantially all of the fair value is concentrated in regulatory licenses. As such, the acquisition has been treated as an acquisition of Peak assets and an assumption of Peak liabilities.

In connection with the acquisition, the Company did not incur any direct transaction cost. The costs of acquisition are allocated to the acquired assets and assumed liabilities based on their estimated fair values at the date of acquisition, and any excess is allocated to intangible assets (regulatory licenses). The costs of acquisition exceeded the fair value of net assets acquired by approximately $1.8 million. The Company allocated the $1.8 million excess to intangible assets (regulatory licenses).

The following summarizes total consideration transferred to the Peak Shareholder under the acquisition as well as the fair value of the assets acquired and liabilities assumed under the acquisition:


	February 29, 2024
Assets acquired:
Cash	$	77,893
Intangible assets		1,797,109
Total assets		1,875,002
Liabilities assumed:
Accrued liabilities		—
Total liabilities		—
Purchase price	$	1,875,002

The fair values of the current asset acquired and the current liabilities assumed were estimated to be equal to the carrying value on the books of the acquired entity. The acquisition cost of all other assets and liabilities acquired were allocated to those individual assets acquired and liabilities assumed, based on their estimated relative fair values.

F-15

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – INTANGIBLE ASSETS

Intangible assets consist of the valuation of identifiable intangible assets acquired (see Note 4), representing regulatory licenses. The Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value the identifiable intangible assets at the acquisition date. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets.

At April 30, 2024, intangible assets consisted of the following:


	Useful Life	April 30, 2024
Regulatory licenses	10 Years	$	1,797,109
Less: accumulated amortization			(30,148)
		$	1,766,961

For the six months ended April 30, 2024, amortization expense amounted to $30,148, which represented amortization from February 29, 2024 (the date of acquisition) to April 30, 2024. There was no comparable amortization prior to the date of acquisition.

Amortization of intangible assets attributable to future periods is as follows:


For the twelve-month period ending April 30:	Amortization amount
2025	$	179,711
2026		179,711
2027		179,711
2028		179,711
2029 and thereafter		1,048,117
	$	1,766,961

NOTE 6 – OTHER CURRENT ASSETS

At April 30, 2024 and October 31, 2023, other current assets consisted of the following:


	April 30, 2024		October 31, 2023
Recoverable VAT	$	37,484	$	38,641
Security deposit		—		17,716
Deferred tax assets		11,490		16,546
Other		41,359		34,605
	$	90,333	$	107,508

NOTE 7 – NOTE RECEIVABLE

The Company originated a note receivable to a third party in the principal amount of $7.8 million on October 31, 2023. This note has a maturity date of October 31, 2025. The note bears a fixed interest rate of 2.0% per annum. As of both April 30, 2024 and October 31, 2023, the outstanding principal balance of this note was $7,800,000 and was recorded as “Note receivable” on the accompanying consolidated balance sheets.

The interest income related to notes receivable was $78,000 and $37,808 for the six months ended April 30, 2024 and 2023, respectively, and was included in “Interest income” on the unaudited condensed consolidated statements of operations and comprehensive loss.

As of April 30, 2024 and October 31, 2023, the outstanding interest balance related to notes receivable was $78,000 and $0, respectively, and was included in “Interest receivable” on the accompanying condensed consolidated balance sheets.

F-16

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – TAXES PAYABLE

At April 30, 2024 and October 31, 2023, taxes payable consisted of the following:


	April 30, 2024		October 31, 2023
Income taxes payable	$	625,271	$	623,812
Other		879		13
	$	626,150	$	623,825

NOTE 9 – ACCRUED LIABILITIES AND OTHER PAYABLES

At April 30, 2024 and October 31, 2023, accrued liabilities and other payables consisted of the following:


	April 30, 2024		October 31, 2023
Accrued professional service fees	$	276,238	$	364,840
Expenses paid by employees on the Company’s behalf		211,441		—
Expenses paid by third party on the Company’s behalf		375,653		—
Other		68,963		116,961
	$	932,295	$	481,801

NOTE 10 – RELATED PARTY TRANSACTIONS

Borrowings from Related Parties and Interest Expense

In the six months ended April 30, 2024, the Company borrowed $93,794 from related parties for working capital needs and repaid $35,807 to such related parties. The related parties’ borrowings are short-term in nature, non-interest bearing, unsecured and repayable on demand.

In the six months ended April 30, 2023, the Company did not have any related party borrowing.

Due to Related Parties

At April 30, 2024 and October 31, 2023, due to related parties consisted of the following:


Name of related party	April 30, 2024		October 31, 2023
Baohai Xu ⁽¹⁾	$	398,213	$	321,385
Zhe Wang ⁽²⁾		124,584		120,985
Sheng Xu ⁽³⁾		100,443		110,362
Mufang Gao ⁽⁴⁾		377,298		310,771
Feng’e Feng ⁽⁵⁾		186,571		186,571
Mingxiu Luan ⁽⁶⁾		123,436		123,436
	$	1,310,545	$	1,173,510

(1)

Baohai Xu is the Company’s mangers.

(2)

Zhe Wang is the Company’s former chief executive officer and he is the spouse of Sheng Xu.

(3)

Sheng Xu is the Company’s chief executive officer and she is the spouse of Zhe Wang.

(4)

Mufang Gao is Zhe Wang’s mother.

(5)

Feng’e Feng is Sheng Xu’s mother.

(6)

Mingxiu Luan is the Company’s chief financial officer.

The balance of due to related parties represents expenses paid by these related parties on behalf of the Company. The related parties’ payable is short-term in nature, non-interest bearing, unsecured and repayable on demand.

F-17

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – EQUITY

Ordinary Shares

The Company’s outstanding share capital consists of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares shall at all times vote together as one class on all resolutions submitted to a vote by the shareholders. Each Class B ordinary share shall entitle the holder thereof to eighteen (18) votes on all matters subject to vote at general meetings of the Company, and each Class A ordinary share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company. Each Class B ordinary share is convertible into one (1) Class A ordinary share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Class B ordinary share delivering a written notice to the Company that such holder elects to convert a specified number of Class B ordinary shares into Class A ordinary shares. In no event shall Class A ordinary shares be convertible into Class B ordinary shares.

Ordinary Shares Issued for Services

During the six months ended April 30, 2024, the Company issued a total of 698,000 shares of its Class A ordinary shares pursuant to its 2023 performance incentive plans for services rendered. These shares were valued at $2,270,015, the fair market values on the grant dates using the reported closing share prices on the dates of grant, and the Company recorded share-based compensation expense of $2,270,015 for the six months ended April 30, 2024.

2021 Performance Incentive Plan

The Company filed a registration statement on Form S-8 on December 3, 2021 and reserved 200,000 Class A ordinary shares for issuance thereunder. As of April 30, 2024, the Company had issued a total of 199,440 shares of Class A ordinary stock.

2023 Performance Incentive Plan

The Company filed a registration statement on Form S-8 on July 25, 2023 and reserved 1,000,000 Class A ordinary shares for issuance thereunder. As of April 30, 2024, the Company had issued a total of 768,000 shares of Class A ordinary stock.

Warrants

Stock warrants activities during the six months ended April 30, 2024 were as follows:


	Number of Warrants	Weighted Average Exercise Price
Outstanding at October 31, 2023	141,800	$	194.29
Expired	10,800		125.00
Outstanding at April 30, 2024	131,000	$	200.00
Warrants exercisable at April 30, 2024	131,000	$	200.00

Both of the stock warrants outstanding and stock warrants exercisable at April 30, 2024 had no intrinsic value.

The following table summarizes the shares of the Company’s ordinary stock issuable upon exercise of warrants outstanding at April 30, 2024:


Warrants Outstanding				Warrants Exercisable
					Weighted
Range of					Average
Exercise		Number Outstanding	Weighted Average Remaining	Number Exercisable at	Exercise
Price		at April 30, 2024	Contractual Life (Years)	April 30, 2024	Price
$	200.00	131,000	2.11	131,000	$	200.00

F-18

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – EQUITY (continued)

Statutory Reserve and Restricted Net Assets

The Company’s PRC subsidiary, VIE and VIE’s subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. The payment of dividends by entities organized in China is subject to limitations, procedures and formalities. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China.

The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Company’s board of directors. The statutory reserve may be applied against prior year losses, if any, and may be used for general business expansion and production or increase in registered capital, but are not distributable as cash dividends.

Relevant PRC laws and regulations restrict the Company’s PRC subsidiary, VIE and VIE’s subsidiaries from transferring a portion of their net assets, equivalent to their statutory reserves and their share capital, to the Company’s shareholders in the form of loans, advances or cash dividends. Only PRC entities’ accumulated profits may be distributed as dividends to the Company’s shareholders without the consent of a third party.

As of April 30, 2024 and October 31, 2023, the restricted amounts as determined pursuant to PRC statutory laws totaled $275,150 and $275,150, respectively, and total restricted net assets amounted to $7,809,598 and $6,732,073, respectively.

Cash Transfers Between the Company, Its Subsidiaries and VIE

During the six months ended April 30, 2024, there was no cash or other assets transfer between TRX, its subsidiaries, and the VIE.

During the six months ended April 30, 2023, TRX HK transferred cash of approximately $600 to TRX BJ.

F-19

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 – COMMITMENTS AND CONTINCENGIES

Contingencies

From time to time, the Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity.

Operating Leases Commitment

The Company is a party to leases for office space. These lease agreements will expire through January 2027. Rent expense under all operating leases, included in operating expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss, amounted to approximately $34,000 and $49,000 for the six months ended April 30, 2024 and 2023, respectively.

Supplemental cash flow information related to leases for the six months ended April 30, 2024 and 2023 is as follows:


	Six Months Ended April 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows paid for operating lease	$	34,067	$	43,826
Right-of-use assets obtained in exchange for lease obligation:
Operating lease	$	67,791	$	36,361

The following table summarizes the lease term and discount rate for the Company’s operating lease as of April 30, 2024:


	Operating Lease
Weighted average remaining lease term (in years)	2.71
Weighted average discount rate	4.75	%

The following table summarizes the maturity of lease liabilities under operating lease as of April 30, 2024:


For the Twelve-month Period Ending April 30:	Operating Lease
2025	$	27,315
2026		24,069
2027		17,482
Thereafter		—
Total lease payments		68,866
Amount of lease payments representing interest		(4,102)
Total present value of operating lease liabilities	$	64,764
Current portion	$	24,892
Long-term portion		39,872
Total	$	64,764

F-20

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 – COMMITMENTS AND CONTINGENCIES (continued)

Variable Interest Entity Structure

In the opinion of the management, (i) the corporate structure of the Company is in compliance with existing PRC laws and regulations; (ii) the VIE Agreements are valid and binding, and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the business operations of WFOE, VIE and VIE’s subsidiaries are in compliance with existing PRC laws and regulations in all material respects.

However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, the Company cannot be assured that PRC regulatory authorities will not ultimately take a contrary view to the foregoing opinion of its management. If the current corporate structure of the Company or the VIE Agreements are found to be in violation of any existing or future PRC laws and regulations, the Company may be required to restructure its corporate structure and operations in the PRC to comply with changing and new PRC laws and regulations. In the opinion of management, the likelihood of loss in respect of the Company’s current corporate structure or the VIE Agreements is remote based on current facts and circumstances.

NOTE 13 – CONCENTRATIONS

Concentrations of Credit Risk

Balances at financial institutions and state-owned banks within the PRC are covered by insurance up to RMB 500,000 (approximately $69,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At April 30, 2024, cash and restricted cash balances held in the PRC are approximately $28,056,000, of which, approximately $27,915,000 were not covered by such limited insurance, respectively. The Company has not experienced any losses in accounts held in PRC’s financial institutions and believes it is not exposed to any risks on its cash and restricted cash held in the PRC’s financial institutions.

Insurance Carriers

The following table sets forth information as to each insurance carrier that accounted for 10% or more of the Company’s revenue for the six months ended April 30, 2024 and 2023.


	Six Months Ended April 30,
Carrier	2024		2023
A	49	%	*
B	15	%	*
C	15	%	*
D	*		36	%
E	*		24	%
F	*		12	%

*	Less than 10%

One insurance carrier, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable at April 30, 2024, accounted for 85.9% of the Company’s total outstanding accounts receivable at April 30, 2024.

Two insurance carriers, whose outstanding receivables accounted for 10% or more of the Company’s total outstanding accounts receivable at October 31, 2023, accounted for 89.4% of the Company’s total outstanding accounts receivable at October 31, 2023.

F-21

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 – CONCENTRATIONS (continued)

Suppliers

No supplier accounted for 10% or more of the Company’s purchase during the six months ended April 30, 2024 and 2023.

NOTE 14 – SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Reverse Stock Split

The Company effected a one-for-five reverse stock split of its outstanding ordinary shares on May 14, 2024. All references in these condensed consolidated financial statements to shares, share prices, exercise prices, and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the reverse stock split.

Ordinary Shares Issued for Services

In May and June 2024, the Company issued 200,000 shares of its Class A ordinary shares pursuant to its 2023 performance incentive plan for services rendered. These shares were valued at $548,550, the fair market values on the grant dates using the reported closing share prices on the dates of grant.

Ordinary Shares Issued for Acquisition

On May 7, 2024, pursuant to a sale and purchase agreement entered in February 2024 to acquire Peak Consulting Services Limited, the Company issued 694,445 Class A ordinary shares to Yuefu, the sole shareholder of Peak Consulting Services Limited.

Ordinary Shares Issued for Adjustment for 1:5 Reverse Split

The Company issued 66,959 shares of its Class A ordinary shares, resulting from the rounding up of the fractional shares at the one-for-five reverse stock split effected on May 14, 2024.

F-22

Exhibit 99.2

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with the unaudited financial results and statements of TIAN RUIXIANG Holdings Ltd (the “Company,” “we,” “our,” or “us”) for the six (6) months ended April 30, 2024, furnished and included with this report as Exhibit 99.1

Overview

We are a holding company incorporated in the Cayman Islands. We are not a Chinese operating company. As a holding company with no material operations of our own, we conduct our operations through the VIE, TRX ZJ, which was established in the People’s Republic of China. We do not have any equity ownership of the VIE, instead, we control and receive the economic benefits of the VIE’s business operations through the VIE Agreements, which are used to provide contractual exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the Chinese operating companies. Pursuant to the VIE Agreements, which are designed so that the operations of the VIE are solely for the benefit of WFOE and ultimately, the Company, under accounting principles generally accepted in the United States (“U.S. GAAP”), is deemed to have a controlling financial interest in, and be the primary beneficiary of the VIE for accounting purposes and must consolidate the VIE. However, the VIE Agreements have not been tested in a court of law and may not be effective in providing control over the VIE. We are, therefore, subject to risks due to the uncertainty of the interpretation and application of the laws and regulations of the PRC regarding the VIE and the VIE structure.

The VIE, TRX ZJ, and its PRC subsidiaries, operate an insurance brokerage business in China, and distribute a wide range of insurance products, which are categorized into two major groups: (1) property and casualty insurance, such as commercial property insurance, liability insurance, accidental insurance, and automobile insurance; and (2) other types of insurance, such as health insurance, life insurance, and other miscellaneous insurance. TRX ZJ acts on behalf of its customers seeking insurance coverage from insurance companies and take pride in its premium customer service.

As an insurance broker, TRX ZJ does not assume underwriting risks; it distributes insurance products underwritten by insurance companies operating in China to its individual or institutional customers. TRX ZJ is compensated for its services by commissions paid by insurance companies, typically based on a percentage of the premium paid by the insured. Commission and fee rates generally depend on the type of insurance products, the particular insurance company and the region in which the products are sold. As of the date of this report, TRX ZJ has relationships with 17 insurance companies in the PRC, and therefore is able to offer a variety of insurance products to its customers.

For the six months ended April 30, 2024, 92.5% of TRX ZJ’s total revenue was attributed to its top five insurance company partners, and the following three insurance companies each accounted for more than 10% of its total revenues: Ping An Property Insurance Co., Ltd. Hangzhou Branch, China United Property Insurance Co., Ltd. Hangzhou Branch, and China Huanong Property & Casualty Insurance Co., Ltd. accounted for 49.0%, 15.3% and 15.0% of TRX ZJ’s total revenue, respectively.

For the six months ended April 30, 2023, 85.4% of TRX ZJ’s total revenue was attributed to its top five insurance company partners, and the following three insurance companies each accounted for more than 10% of its total revenue: Ping An Property Insurance Co., Ltd. Shaoxing Branch, China Life Property Insurance Co., Ltd. Hefei Branch, and Yong An Property Insurance Co., Ltd. Hangzhou Branch accounted for 36.2%, 23.8% and 11.9%, respectively.

TRX ZJ operates 7 branches as of the date of this report. For the six months ended April 30, 2024, TRX ZJ had 194 institutional customers and 166 individual customers.

In February 2024, pursuant to a business strategy to expand our business to the Hong Kong insurance brokerage market, TRX HK acquired Peak Consulting Services Limited (“Peak”), which is a licensed insurance brokerage in Hong Kong. As of the date of this report, Peak has not generated any revenue.

Revenue Category

As a broker of insurance products, TRX ZJ derives its revenue from commissions paid by insurance carriers, typically calculated as a percentage of the premiums paid by the insured to the insurance carriers in China. TRX ZJ reports revenue net of PRC’s VAT for all the periods presented in the unaudited condensed consolidated statements of operations and comprehensive loss included in this report.

The following table illustrates the breakdown of TRX ZJ’s commissions by insurance products for the six months ended April 30, 2024 and 2023.


	Six Months Ended April 30, 2024				Six Months Ended April 30, 2023
			Percentage				Percentage
			of				of
			Total				Total
	Revenue		Revenue		Revenue		Revenue
Property and Casualty Insurance
Commercial Property Insurance	$	48,932	27.4	%	$	377,189	52.0	%
Guarantee Insurance		—	—			155,144	21.4	%
Liability Insurance		121,384	68.1	%		97,486	13.4	%
Automobile Insurance
Supplemental		2,075	1.2	%		1,226	0.2	%
Mandatory		48	0.0	%		356	0.1	%
Accidental Insurance		2,363	1.3	%		2,019	0.3	%
Other Insurances
Health Insurance		3,444	1.9	%		73,171	10.1	%
Life Insurance		99	0.1	%		1,391	0.2	%
Miscellaneous Insurances		—	—			16,877	2.3	%
Total	$	178,345	100.0	%	$	724,859	100.0	%

Critical Accounting Policies

Use of Estimates

Revenue Recognition

The Company recognizes revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

The following five steps are applied to achieve that core principle:

●

Step 1: Identify the contract with the customer

●

Step 2: Identify the performance obligations in the contract

●

Step 3: Determine the transaction price

●

Step 4: Allocate the transaction price to the performance obligations in the contract

●

Step 5: Recognize revenue when the company satisfies a performance obligation

●

If a goods or service is not distinct, the goods or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The Company’s revenue is derived from contracts with customers for provisions of insurance brokerage services. The Company does not provide any insurance agent services. The distinct performance obligation is policy placement services. Billing is controlled by the insurance carriers, therefore, the data necessary to reasonably determine the revenue amounts is made available to the Company by the insurance carriers on a monthly basis. Insurance brokerage services are considered to be rendered and completed, and revenue is recognized, at the time an insurance policy becomes effective, that is, when the signed insurance policy is in place and the premium is collected from the insured, which is confirmed by the insurance carriers with their monthly commissions statements submitted to the Company. The Company has met all the criteria of revenue recognition when the premiums are collected by it or the respective insurance carriers and not before, because collectability is not ensured until receipt of the premium. Accordingly, the Company does not accrue any commission prior to the receipt of the related premiums. Generally, at the time when the insurance policy is signed, it is difficult for us to assess the insured’s ability and intention to pay the premium due on the policy. Therefore, it is not possible for us to estimate if we will collect substantially all of the commission to which we will be entitled in exchange for our insurance brokerage services. For this reason we recognize revenue when the premiums are either collected by us or by the respective insurance carriers and not before, due to the specific practice in the industry.

No allowance for cancellations has been recognized for its brokerage services, as the Company estimates, based on its past experience, that the cancellations of policies rarely occur. Any subsequent commission adjustments in connection with policy cancellations, which have been minimal to date, are recognized upon notification from the insurance carriers. Actual commission adjustments in connection with the cancellations of policies were 0.6% and 0.6% of the total commission revenue for the six months ended April 30, 2024 and 2023, respectively.

Occasionally, certain policyholders or insureds might request the Company to assist them for claim process on their behalf with the insurance carriers. The Company generally will spend approximately an hour on the phone with the insurance carriers if such assistance is requested. Based on historical experience, claim service calls and related labor costs have been minimal. The Company did not spend time in connection with the claim process services provided to the insureds for the six months ended April 30, 2024 and 2023, respectively. Based on historical data, the transaction price does not include any element of consideration that is variable or contingent on the outcome of future events, such as policy cancellations, lapses, and volume of business or claims experience.

The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers.

Stock-based Compensation

The Company follows the provisions of FASB ASC 718, “Compensation — Stock Compensation,” which establishes accounting standards for non-employee and employee stock-based awards. Under the provisions of FASB ASC 718, the fair value of stock issued is used to measure the fair value of services received by the Company. For non-employee stock-based awards, fair value is measured based on the value of the Company’s stock on the date that the commitment for performance by the counterparty has been established. The fair value of the equity instrument is calculated and then recognized as compensation expense over the requisite performance period. For employee stock-based awards, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense with graded vesting or on a straight–line basis, as specified in the stock grant, over the requisite service period for the award.

Commitments and Contingencies

In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business that cover a wide range of matters. Liabilities for such contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Recent Accounting Pronouncements

For details of applicable new accounting standards, please, refer to Recent Accounting Pronouncements in Note 3 of our unaudited condensed consolidated financial statements in this report.

RESULTS OF OPERATIONS

This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of our future trends.

Comparison of Results of Operations for the Six Months Ended April 30, 2024 and 2023

The following table sets forth a summary of our consolidated results of operations for the six months ended April 30, 2024 and 2023.

Six Months Ended April 30,

Changes in

2024

2023

Amount

Percentage

Revenue

178,345

724,859

(546,514)

(75.4)

Operating expenses:

Selling and marketing

1,149,083

1,564,353

(415,270)

(26.5)

General and administrative

1,992,092

1,088,492

903,600

83.0

Total operating expenses

3,141,175

2,652,845

488,330

18.4

Loss from operations

(2,962,830)

(1,927,986)

(1,034,844)

53.7

Other income, net

371,579

461,736

(90,157)

(19.5)

Loss before income taxes

(2,591,251)

(1,466,250)

(1,125,001)

76.7

Income taxes

14,098

20,003

(5,905)

(29.5)

Net loss

(2,605,349)

(1,486,253)

(1,119,096)

75.3

Foreign currency translation adjustment

261,504

1,485,978

(1,224,474)

(82.4)

Comprehensive loss

(2,343,845)

(275)

(2,343,570)

852,207.3

Revenues

As a broker of insurance products, TRX ZJ derives revenue from commissions paid by insurance carriers, typically calculated as a percentage of premiums paid by the insureds to the insurance carriers in China.

Revenue for the six months ended April 30, 2024 totaled $178,345, a decrease of $546,514, or 75.4%, compared with $724,859 for the six months ended April 30, 2023. This significant decrease was primarily attributable to a significant decrease in the commissions from commercial property insurance of approximately $328,000, a decrease in the commissions from guarantee insurance of approximately $155,000, a decrease in the commissions from health insurance of approximately $70,000, and a decrease in the commissions from other miscellaneous insurance of approximately $17,000. The aforementioned decreases, mainly due to the loss of certain company partners, were partially offset by an increase in the commissions from liability insurance of approximately $24,000, which was driven by our efforts on the distribution of liability insurance products. The Company plans to expand its business into the Hong Kong insurance brokerage market in an effort to increase its revenue.

Operating Expenses

During the six months ended April 30, 2024 and 2023, operating expenses included selling and marketing expenses and general and administrative expenses.

Selling and Marketing

Selling and marketing expenses amounted to $1,149,083 for the six months ended April 30, 2024, as compared to $1,564,353 for the six months ended April 30, 2023, a decrease of $415,270, or 26.5%. The decrease was mainly attributable to a decrease in advertising costs of approximately $378,000 due to our decreased advertising activities, and a decrease in other miscellaneous items of approximately $37,000.

Our selling and marketing expenses as a percentage of revenue for the six months ended April 30, 2024 increased to 644.3% from 215.8% for the six months ended April 30, 2023. The increase was primarily attributable to a significant decrease in our revenue.

General and Administrative

General and administrative expenses amounted to $1,992,092 for the six months ended April 30, 2024, as compared to $1,088,492 for the six months ended April 30, 2023, an increase of $903,600, or 83.0%.

For the six months ended April 30, 2024 and 2023, general and administrative expenses consisted of the following:


	Six Months Ended April 30,				Changes in
	2024		2023		Amount		Percentage
Professional fees	$	391,200	$	735,314	$	(344,114)	(46.8)	%
Compensation and related benefits		1,521,846		290,810		1,231,036	423.3	%
Depreciation and amortization		30,896		1,017		29,879	2,938.0	%
Rent and related utilities		34,631		49,322		(14,691)	(29.8)	%
Others		13,519		12,029		1,490	12.4	%
	$	1,992,092	$	1,088,492	$	903,600	83.0	%

●

Professional fees primarily consisted of legal fees, audit fees, consulting fees, and other fees. For the six months ended April 30, 2024, professional fees decreased by $344,114, or 46.8%, as compared to the six months ended April 30, 2023. The decrease was mainly attributable to a decrease in professional services providers. We expect that our professional fees will remain in its current level with minimal increase in the near future.

●

For the six months ended April 30, 2024, compensation and related benefits increased by $1,231,036, or 423.3%, as compared to the six months ended April 30, 2023. The significant increase was primarily attributable to an increase in the stock-based compensation of approximately $1,270,000, reflecting the value of our Class A ordinary shares granted to our management, offset by a decrease in the management’s compensation and related benefits of approximately $39,000 resulting from the laying off our personnel. We expect that our compensation and related benefits will decrease in the near future.

●

For the six months ended April 30, 2024, depreciation and amortization increased by $29,879, or 2,938.0%, as compared to the six months ended April 30, 2023. The increase was mainly due to the increased amortization of intangible assets resulting from our Peak acquisition.

●

For the six months ended April 30, 2024, rent and related utilities decreased by $14,691, or 29.8%, as compared to the six months ended April 30, 2023. The decrease was mainly due to the decreased monthly rent driven by decreased office space.

●

Other general and administrative expenses were primarily comprised of travel and entertainment, office supplies, office decoration, bank service charge, internet service fees and miscellaneous taxes. For the six months ended April 30, 2024, other general and administrative expenses increased by $1,490, or 12.4%, as compared to the six months ended April 30, 2023.

Loss from Operations

As a result of the foregoing, for the six months ended April 30, 2024, loss from operations amounted to $2,962,830, as compared to $1,927,986 for the six months ended April 30, 2023, resulting in a change of $1,034,844, or 53.7%.

Other Income (Expense)

Other income (expense) primarily includes interest income, and miscellaneous expense and income. Other income, net, totaled $371,579 for the six months ended April 30, 2024, as compared to $461,736 for the six months ended April 30, 2023, a decrease of $90,157, or 19.5%, which was attributable to a decrease in the interest income of approximately $119,000 mainly due to our decreased investments in wealth management products with underlying bonds, offered by a private entity, and a decrease in other expense of approximately $29,000.

Income Taxes

Income taxes expense was 14,098 for the six months ended April 30, 2024, as compared to $20,003 for the six months ended April 30, 2023, a decrease of $5,905, or 29.5%. The decrease in income taxes expense was primarily attributable to a decrease in the taxable income generated by our operating entities.

Net Loss

As a result of the factors described above, our net loss was $2,605,349 for the six months ended April 30, 2024, as compared to $1,486,253 for the six months ended April 30, 2023, a change of $1,119,096, or 75.3%.

Net Loss Attributable to Non-controlling Interest

On November 7, 2017, TRX ZJ sold a 0.2% equity interest in Hengbang Insurance to two third party individuals. As of April 30, 2024, these two individuals owned in the aggregate 0.2% of the equity interests of Hengbang Insurance, which is not under the Company’s control. The net loss attributable to a non-controlling interest was $1 and $0 for the six months ended April 30, 2024 and 2023, respectively.

Net Loss Attributable to TRX Ordinary Shareholders

The net loss attributable to TRX ordinary shareholders was $2,605,348 or $2.68 per share (basic and diluted) for the six months ended April 30, 2024, as compared with $1,486,253 or $2.50 per share (basic and diluted) for the six months ended April 30, 2023, a change of $1,119,095, or 75.3%.

Foreign Currency Translation Adjustment

Our reporting currency is the U.S. dollar. The functional currency of TRX and TRX HK is the U.S. dollar, and the functional currency of Peak is the Hong Kong dollar (“HKD”), and the functional currency of TRX BJ, TRX ZJ, and TRX ZJ’s subsidiaries is the Chinese Renminbi (“RMB”). The financial statements of our subsidiaries whose functional currency is the RMB are translated to U.S. dollars using period end rates of exchange for assets and liabilities, average rate of exchange for revenue and expenses and cash flows, and at historical exchange rates for equity. Net gains and losses resulting from foreign exchange transactions are included in the results of operations. As a result of foreign currency translation, which is a non-cash adjustment, we reported a foreign currency translation gain of $261,516 and $1,485,978 for the six months ended April 30, 2024 and 2023, respectively. This non-cash income had the effect of decreasing our reported comprehensive loss.

Comprehensive Loss

As a result of our foreign currency translation adjustment, we had comprehensive loss of $2,343,833 and $275 for the six months ended April 30, 2024 and 2023, respectively.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At April 30, 2024 and October 31, 2023, we had cash and restricted cash of approximately $28,157,000 and $695,000, respectively. These funds are mainly kept in financial institutions located in China.

Under applicable PRC regulations, foreign invested enterprises, or FIEs, in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a foreign invested enterprise in China is required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its general reserves until the cumulative amount of such reserves reach 50% of its registered capital. These reserves are not distributable as cash dividends.

In addition, a majority of our businesses and assets are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts. These currency exchange control procedures imposed by the PRC government authorities may restrict the ability of our PRC subsidiary to transfer its net assets to TRX through loans, advances or cash dividends.

The current PRC Enterprise Income Tax (“EIT”) Law and its implementing rules generally provide that a 10% withholding tax applies to China-sourced income derived by non-resident enterprises for PRC enterprise income tax purposes unless the jurisdiction of incorporation of such enterprises’ shareholder has a tax treaty with China that provides for a different withholding arrangement.

The following table sets forth a summary of changes in our working capital from October 31, 2023 to April 30, 2024:


	April 30,		October 31,		Changes in
	2024		2023		Amount		Percentage
Working capital:
Total current assets	$	28,255,209	$	27,618,624	$	636,585	2.3	%
Total current liabilities		5,584,333		3,062,868		2,521,465	82.3	%
Working capital	$	22,670,876	$	24,555,756	$	(1,884,880)	(7.7)	%

Our working capital decreased by $1,884,880 to $22,670,876 at April 30, 2024 from $24,555,756 at October 31, 2023. The decrease in working capital was primarily attributable to a significant decrease in short-term investments of approximately $26,797,000 due to the sale of short-term investments in the six months ended April 30, 2024, an increase in acquisition payable of approximately $1,875,000 resulting from our Peak acquisition, an increase in salary payable of approximately $89,000, an increase in accrued liabilities and other payables of approximately $450,000 mainly driven by the increase in expenses paid by third parties on our behalf in the six months ended April 30, 2024, and an increase in due to related parties of approximately $137,000 resulting from expenses paid by our related parties on behalf of us in the six months ended April 30, 2024, offset by a significant increase in cash of approximately $27,454,000 mainly due to the sale of short-term investments resulting from our decreased investments in wealth management products with underlying bonds offered by a private entity in six months ended April 30, 2024.

Because the exchange rate conversion is different for the condensed consolidated balance sheets and the unaudited condensed consolidated statements of cash flows, the changes in assets and liabilities reflected on the unaudited condensed consolidated statements of cash flows are not necessarily identical with the comparable changes reflected on the condensed consolidated balance sheets.

Cash Flows for the Six Months Ended April 30, 2024 Compared to the Six Months Ended April 30, 2023

The following summarizes the key components of our cash flows for the six months ended April 30, 2024 and 2023:


	Six Months Ended April 30,
	2024		2023
Net cash provided by operating activities	$	258,210	$	761,583
Net cash provided by investing activities		27,414,831		35,115,075
Net cash provided by financing activities		57,987		—
Effect of exchange rate on cash and restricted cash		(269,071)		84,307
Net increase in cash and restricted cash	$	27,461,957	$	35,960,965

Net cash flow provided by operating activities for the six months ended April 30, 2024 was $258,210, which primarily reflected the non-cash items adjustment mainly consisting of stock-based compensation and service expense of $2,270,000 due to shares granted for services, and the changes in operating assets and liabilities mainly consisting of an increase in salary payable of approximately $92,000, and an increase in accrued liabilities and other payables of approximately $519,000, mainly due to the increase in expenses paid by third parties on our behalf in the six months ended April 30, 2024, offset by an increase in interest receivable of $78,000, and our consolidated net loss of approximately $2,605,000.

Net cash flow provided by operating activities for the six months ended April 30, 2023 was $761,583, which primarily reflected the non-cash items adjustment mainly consisting of amortization of right-of-use assets of approximately $55,000 and stock-based compensation and service expense of $1,068,000 due to shares granted for services, and the changes in operating assets and liabilities mainly consisting of a decrease in interest receivable of approximately $262,000 resulting from our collection of note related interest in the six months ended April 30, 2023, a decrease in other assets of approximately $55,000, an increase in salary payable of approximately $204,000, and an increase in due to related parties of approximately $683,000 driven by expenses paid by our related parties on behalf of us in the six months ended April 30, 2023, offset by an increase in accounts receivable of approximately $60,000, and our consolidated net loss of approximately $1,486,000.

Net cash flow provided by investing activities was $27,414,831 for the six months ended April 30, 2024 as compared to $35,115,075 for the six months ended April 30, 2023. During the six months ended April 30, 2024, we received cash on Peak acquisition of approximately $78,000 and received proceeds from sale of short-term investments of approximately $27,337,000. During the six months ended April 30, 2023, we received proceeds from note receivable of $7,500,000 and proceeds from sale of short-term investments of approximately $27,615,000.

Net cash flow provided by financing activities was $57,987 for the six months ended April 30, 2024. During the six months ended April 30, 2024, we received proceeds from related parties’ borrowings of approximately $94,000, offset by repayments made for related parties’ borrowings of approximately $36,000.

There was no financing activity during the six months ended April 30, 2023.

Our capital requirements for the next twelve months primarily relate to working capital requirements, including salaries, fees related to third parties’ professional services, reduction of accrued liabilities, and the development of business opportunities. These uses of cash will depend on numerous factors including our revenue, and our ability to control costs. All funds received will be expended in the furtherance of growing our business. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

●

An increase in working capital requirements to finance our current business;

●

The use of capital for development of business opportunities;

●

Addition of personnel as the business grows; and

We estimate that our available cash together with our cash flow from operations will be sufficient to meet our anticipated cash requirements for the next twelve months.

Off-Balance Sheet Arrangements

Under SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

●

Any obligation under certain guarantee contracts,

●

Any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets,

●

Any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in shareholder equity in our statement of financial position, and

●

Any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

Foreign Currency Exchange Rate Risk

Our operations are in China. Thus, our revenue and operating results have been impacted by exchange rate fluctuations between RMB and US dollars. For the six months ended April 30, 2024 and 2023, we had unrealized foreign currency translation gain of approximately $262,000 and $1,486,000, respectively, because of changes in the exchange rate.

Concentrations of Credit Risk

of which, approximately RMB 202,133,000 (approximately $27,915,000) was not covered by such limited insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

Inflation

As of the date of this report, the effect of inflation on our revenue and operating results was not significant.

Document and Entity Information	6 Months Ended
Document and Entity Information	Apr. 30, 2024
Document and Entity Information
Document Type	6-K
Document Period End Date	Apr. 30, 2024
Entity Registrant Name	TIAN RUIXIANG Holdings Ltd
Entity Central Index Key	0001782941
Current Fiscal Year End Date	--10-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Apr. 30, 2024	Oct. 31, 2023
CURRENT ASSETS:
Cash	$ 27,456,502	$ 2,383
Restricted cash	700,530	692,692
Short-term investments	0	26,797,081
Accounts receivable	7,844	18,960
Other current assets	90,333	107,508
Total Current Assets	28,255,209	27,618,624
NON-CURRENT ASSETS:
Right-of-use assets, operating leases, net	61,518	54,870
Note receivable	$ 7,800,000	$ 7,800,000
Financing Receivable, after Allowance for Credit Loss, Noncurrent, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Interest receivable	$ 78,000
Property and equipment, net	5,605	$ 6,280
Intangible assets, net	1,766,961
Total Non-current Assets	9,712,084	7,861,150
Total Assets	37,967,293	35,479,774
CURRENT LIABILITIES:
Acquisition payable	1,875,002
Operating lease liabilities	24,892	57,402
Taxes payable	626,150	623,825
Salary payable	815,449	726,330
Accrued liabilities and other payables	932,295	481,801
Due to related parties	$ 1,310,545	$ 1,173,510
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Total Current Liabilities	$ 5,584,333	$ 3,062,868
NON-CURRENT LIABILITIES:
Operating lease liabilities - noncurrent portion	39,872
Total Non-current Liabilities	39,872
Total Liabilities	5,624,205	3,062,868
TIAN RUIXIANG Holdings Ltd Shareholders' Equity:
Additional paid-in capital	46,361,339	44,108,774
Accumulated deficit	(10,909,039)	(8,303,691)
Statutory reserve	275,150	275,150
Accumulated other comprehensive loss	(3,420,333)	(3,681,845)
Total TIAN RUIXIANG Holdings Ltd shareholders' equity	32,342,691	32,416,512
Non-controlling interest	397	394
Total Equity	32,343,088	32,416,906
Total Liabilities and Equity	37,967,293	35,479,774
Class A ordinary shares
TIAN RUIXIANG Holdings Ltd Shareholders' Equity:
Ordinary shares	34,324	16,874
Class B ordinary shares
TIAN RUIXIANG Holdings Ltd Shareholders' Equity:
Ordinary shares	$ 1,250	$ 1,250

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Apr. 30, 2024	Oct. 31, 2023
Ordinary shares, par value, (per share)	$ 0.025	$ 0.025
Ordinary shares, shares authorized	40,000,000	40,000,000
Class A ordinary shares
Ordinary shares, par value, (per share)	$ 0.025	$ 0.025
Ordinary shares, shares authorized	36,000,000	36,000,000
Ordinary shares, shares issued	1,372,949	674,949
Ordinary shares, shares outstanding	1,372,949	674,949
Class B ordinary shares
Ordinary shares, par value, (per share)	$ 0.025	$ 0.025
Ordinary shares, shares authorized	4,000,000	4,000,000
Ordinary shares, shares issued	50,000	50,000
Ordinary shares, shares outstanding	50,000	50,000

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	6 Months Ended
	Apr. 30, 2024	Apr. 30, 2023
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
REVENUES	$ 178,345	$ 724,859
OPERATING EXPENSES
Selling and marketing	1,149,083	1,564,353
General and administrative - professional fees	390,503	735,314
General and administrative - compensation and related benefits	1,521,846	290,810
General and administrative - other	79,743	62,368
Impairment loss	0
Total Operating Expenses	3,141,175	2,652,845
LOSS FROM OPERATIONS	(2,962,830)	(1,927,986)
OTHER INCOME (EXPENSE)
Interest income	348,639	468,200
Other income (expense)	22,940	(6,464)
Total Other Income, net	371,579	461,736
LOSS BEFORE INCOME TAXES	(2,591,251)	(1,466,250)
INCOME TAXES	14,098	20,003
NET LOSS	(2,605,349)	(1,486,253)
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST	(1)
NET LOSS ATTRIBUTABLE TO TIAN RUIXIANG HOLDINGS LTD ORDINARY SHAREHOLDERS	$ (2,605,348)	$ (1,486,253)
NET LOSS PER ORDINARY SHARE ATTRIBUTABLE TO TIAN RUIXIANG HOLDINGS LTD ORDINARY SHAREHOLDERS:
Basic	$ (2.68)	$ (2.50)
Diluted	$ (2.68)	$ (2.50)
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING:
Basic	970,721	594,901
Diluted	970,721	594,901
COMPREHENSIVE LOSS:
NET LOSS	$ (2,605,349)	$ (1,486,253)
OTHER COMPREHENSIVE INCOME
Unrealized foreign currency translation gain	261,516	1,485,978
COMPREHENSIVE LOSS	(2,343,833)	(275)
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST	3	23
COMPREHENSIVE LOSS ATTRIBUTABLE TO TIAN RUIXIANG HOLDINGS LTD ORDINARY SHAREHOLDERS	$ (2,343,836)	$ (298)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)	Ordinary Shares Class A ordinary shares	Ordinary Shares Class B ordinary shares	Additional Paid-in Capital	Treasury Stock	Accumulated Deficit	Statutory Reserve	Accumulated Other Comprehensive Income Loss	Non-controlling Interest	Class A ordinary shares	Class B ordinary shares	Total
Balance at the beginning at Oct. 31, 2022	$ 12,636	$ 1,250	$ 42,663,012	$ (10,000)	$ (5,800,817)	$ 226,253	$ (3,620,712)	$ 400			$ 33,482,022
Balance at the beginning (in shares) at Oct. 31, 2022	2,527,200	250,000
Increase (Decrease) in Stockholders' Equity
Cancellation of treasury stock (in shares)				10,000
Net loss for the period	$ 0	$ 0	0	$ 0	(1,486,253)	0	0	0			(1,486,253)
Foreign currency translation adjustment	0	0	0	$ 0	0	0	1,485,955	23			1,485,978
Issuance of ordinary share for services	$ 2,450		1,065,550								1,068,000
Issuance of ordinary share for services (in shares)	490,000
Shares issued for adjustment for 1:5 reverse split	$ 38		(38)
Shares issued for adjustment for 1:5 reverse split (in shares)	7,545
Balance at the end at Apr. 30, 2023	$ 15,124	$ 1,250	43,728,524		(7,287,070)	226,253	(2,134,757)	423			34,549,747
Balance at the end (in shares) at Apr. 30, 2023	3,024,745	250,000
Balance at the beginning at Oct. 31, 2023	$ 16,874	$ 1,250	44,108,774		(8,303,691)	275,150	(3,681,845)	394			32,416,906
Balance at the beginning (in shares) at Oct. 31, 2023	674,949	50,000							674,949	50,000
Increase (Decrease) in Stockholders' Equity
Net loss for the period					(2,605,348)			(1)			(2,605,349)
Foreign currency translation adjustment							261,512	4			261,516
Issuance of ordinary share for services	$ 17,450		2,252,565								2,270,015
Issuance of ordinary share for services (in shares)	698,000
Balance at the end at Apr. 30, 2024	$ 34,324	$ 1,250	$ 46,361,339		$ (10,909,039)	$ 275,150	$ (3,420,333)	$ 397			$ 32,343,088
Balance at the end (in shares) at Apr. 30, 2024	1,372,949	50,000							1,372,949	50,000

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Apr. 30, 2024	Apr. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,605,349)	$ (1,486,253)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense and amortization of intangible assets	30,896	1,017
Amortization of right-of-use assets	36,835	55,334
Stock-based compensation and service expense	2,270,015	1,068,000
Bad debt provision	18,073	25
Loss on disposal of property and equipment		735
Changes in operating assets and liabilities:
Accounts receivable	11,423	(60,321)
Security deposit		4,402
Interest receivable	(78,000)	262,192
Due from related party		1,444
Other assets	397	55,340
Taxes payable	(4,086)	24,428
Salary payable	91,969	204,189
Accrued liabilities and other payables	518,567	(8,959)
Due to related parties	3,611	683,003
Operating lease liabilities	(36,141)	(42,993)
NET CASH PROVIDED BY OPERATING ACTIVITIES	258,210	761,583
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from note receivable		7,500,000
Cash acquired on acquisition	77,893
Proceeds from sale of short-term investments	27,336,938	27,615,075
NET CASH PROVIDED BY INVESTING ACTIVITIES	27,414,831	35,115,075
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related parties' borrowings	93,794
Repayments of related parties' borrowings	(35,807)
NET CASH PROVIDED BY FINANCING ACTIVITIES	57,987
EFFECT OF EXCHANGE RATE ON CASH AND RESTRICTED CASH	(269,071)	84,307
NET INCREASE IN CASH AND RESTRICTED CASH	27,461,957	35,960,965
CASH AND RESTRICTED CASH - beginning of period	695,075	695,242
CASH AND RESTRICTED CASH - end of period	28,157,032	36,656,207
Cash paid for:
Income taxes	1,423
NON-CASH INVESTING AND FINANCING ACTIVITIES
Reissuance of treasury stock		25,000
Payments made by related parties on the Company's behalf	75,333
Accrued purchase price related to acquisition	1,875,002
RECONCILIATION OF CASH AND RESTRICTED CASH
Cash at beginning of period	2,383	2,508
Restricted cash at beginning of period	692,692	692,734
CASH AND RESTRICTED CASH - beginning of period	695,075	695,242
Cash at end of period	27,456,502	35,923,605
Restricted cash at end of period	700,530	732,602
CASH AND RESTRICTED CASH - end of period	$ 28,157,032	$ 36,656,207

ORGANIZATION AND NATURE OF OPERATIONS

6 Months Ended

Apr. 30, 2024

ORGANIZATION AND NATURE OF OPERATIONS

ORGANIZATION AND NATURE OF OPERATIONS

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS (continued)

The accompanying unaudited condensed consolidated financial statements reflect the activities of TRX and each of the following entities:


Name	Background	Ownership
Subsidiaries:
TRX HK	A Hong Kong company	100% owned by TRX
	Incorporated on March 20, 2019

TRX BJ	A PRC limited liability company and a wholly foreign owned enterprise	100% owned by TRX HK
	Incorporated on April 30, 2019
VIE:
TRX ZJ	A PRC limited liability company	VIE
	Incorporated on January 18, 2010
	Insurance products brokerage service and insurance related risk management service provider

VIE’s subsidiaries:
NDB Technology	A PRC limited liability company	100% owned by TRX ZJ
	Incorporated on December 1, 2016

TYDW Technology	A PRC limited liability company	100% owned by TRX ZJ
	Incorporated on December 12, 2016

Hengbang Insurance	A PRC limited liability company	99.8% owned by TRX ZJ
	Incorporated on October 27, 2015

BASIS OF PRESENTATION

6 Months Ended

Apr. 30, 2024

BASIS OF PRESENTATION

BASIS OF PRESENTATION

NOTE 2 – BASIS OF PRESENTATION

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Apr. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Fair Value of Financial Instruments and Fair Value Measurements

●

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

●

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments and Fair Value Measurements (continued)

●

The Company did not have any short-term investment at April 30, 2024.

The following table provides these assets carried at fair value, measured as of October 31, 2023:


	Quoted Price in		Significant Other		Significant		Balance at
	Active Markets		Observable Inputs		Unobservable Inputs		October 31,
	(Level 1)		(Level 2)		(Level 3)		2023
Short-term investment	$	—	$	26,797,081	$	—	$	26,797,081

Cash

Cash include cash on hand and cash in banks, savings, deposit accounts, and all highly liquid instruments with a maturity of three months or less when purchased and money market accounts.

At April 30, 2024 and October 31, 2023, the Company’s cash balances by geographic area were as follows:


Country:	April 30, 2024				October 31, 2023
China	$	27,355,006	99.6	%	$	2,383	100.0	%
Hong Kong		101,496	0.4	%		—	—
Total cash	$	27,456,502	100.0	%	$	2,383	100.0	%

Cash in China may not be freely transferable out of the PRC because of exchange control regulations or other reasons.

Restricted Cash

Concentration of Credit Risk and Uncertainties

The ramifications of the COVID-19 pandemic, reported to have started in December 2019 in China and spread globally, are filled with uncertainty and changing quickly.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentration of Credit Risk and Uncertainties (continued)

Short-term Investments

Accounts Receivable and Allowance for Doubtful Accounts

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Reserve for Policy Cancellations

Intangible Assets

Intangible assets consist of regulatory licenses and are being amortized on a straight-line method over the estimated useful life of 10 years.

Impairment of Long-lived Assets

There were no triggering events requiring assessment of impairment as of April 30, 2024. For the six months ended April 30, 2024 and 2023, no impairment of long-lived assets was recognized.

Revenue Recognition

●

Step 1: Identify the contract with the customer

●

Step 2: Identify the performance obligations in the contract

●

Step 3: Determine the transaction price

●

Step 4: Allocate the transaction price to the performance obligations in the contract

●

Step 5: Recognize revenue when the company satisfies a performance obligation

●

If a goods or service is not distinct, the goods or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition (continued)

The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers.

Stock-based Compensation

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation and Transaction

Commitments and Contingencies

Per Share Data

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Per Share Date (continued)

The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive:


	Six Months Ended April 30,
	2024	2023
Stock warrants	141,800	141,800
Potentially dilutive securities	141,800	141,800

Segment Reporting

Reverse Stock Split

Recent Accounting Pronouncements

ACQUISITION

6 Months Ended

Apr. 30, 2024

ACQUISITION

ACQUISITION

NOTE 4 – ACQUISITION

The following summarizes total consideration transferred to the Peak Shareholder under the acquisition as well as the fair value of the assets acquired and liabilities assumed under the acquisition:


	February 29, 2024
Assets acquired:
Cash	$	77,893
Intangible assets		1,797,109
Total assets		1,875,002
Liabilities assumed:
Accrued liabilities		—
Total liabilities		—
Purchase price	$	1,875,002

INTANGIBLE ASSETS

6 Months Ended

Apr. 30, 2024

INTANGIBLE ASSETS

INTANGIBLE ASSETS

NOTE 5 – INTANGIBLE ASSETS

At April 30, 2024, intangible assets consisted of the following:


	Useful Life	April 30, 2024
Regulatory licenses	10 Years	$	1,797,109
Less: accumulated amortization			(30,148)
		$	1,766,961

Amortization of intangible assets attributable to future periods is as follows:


For the twelve-month period ending April 30:	Amortization amount
2025	$	179,711
2026		179,711
2027		179,711
2028		179,711
2029 and thereafter		1,048,117
	$	1,766,961

OTHER CURRENT ASSETS

6 Months Ended

Apr. 30, 2024

OTHER CURRENT ASSETS

OTHER CURRENT ASSETS

NOTE 6 – OTHER CURRENT ASSETS

At April 30, 2024 and October 31, 2023, other current assets consisted of the following:


	April 30, 2024		October 31, 2023
Recoverable VAT	$	37,484	$	38,641
Security deposit		—		17,716
Deferred tax assets		11,490		16,546
Other		41,359		34,605
	$	90,333	$	107,508

NOTE RECEIVABLE

6 Months Ended

Apr. 30, 2024

NOTE RECEIVABLE

NOTE RECEIVABLE

NOTE 7 – NOTE RECEIVABLE

TAXES PAYABLE

6 Months Ended

Apr. 30, 2024

TAXES PAYABLE

TAXES PAYABLE

NOTE 8 – TAXES PAYABLE

At April 30, 2024 and October 31, 2023, taxes payable consisted of the following:


	April 30, 2024		October 31, 2023
Income taxes payable	$	625,271	$	623,812
Other		879		13
	$	626,150	$	623,825

ACCRUED LIABILITIES AND OTHER PAYABLES

6 Months Ended

Apr. 30, 2024

ACCRUED LIABILITIES AND OTHER PAYABLES

ACCRUED LIABILITIES AND OTHER PAYABLES

NOTE 9 – ACCRUED LIABILITIES AND OTHER PAYABLES

At April 30, 2024 and October 31, 2023, accrued liabilities and other payables consisted of the following:


	April 30, 2024		October 31, 2023
Accrued professional service fees	$	276,238	$	364,840
Expenses paid by employees on the Company’s behalf		211,441		—
Expenses paid by third party on the Company’s behalf		375,653		—
Other		68,963		116,961
	$	932,295	$	481,801

RELATED PARTY TRANSACTIONS

6 Months Ended

Apr. 30, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 10 – RELATED PARTY TRANSACTIONS

Borrowings from Related Parties and Interest Expense

In the six months ended April 30, 2023, the Company did not have any related party borrowing.

Due to Related Parties

At April 30, 2024 and October 31, 2023, due to related parties consisted of the following:


Name of related party	April 30, 2024		October 31, 2023
Baohai Xu ⁽¹⁾	$	398,213	$	321,385
Zhe Wang ⁽²⁾		124,584		120,985
Sheng Xu ⁽³⁾		100,443		110,362
Mufang Gao ⁽⁴⁾		377,298		310,771
Feng’e Feng ⁽⁵⁾		186,571		186,571
Mingxiu Luan ⁽⁶⁾		123,436		123,436
	$	1,310,545	$	1,173,510

(1)

Baohai Xu is the Company’s mangers.

(2)

Zhe Wang is the Company’s former chief executive officer and he is the spouse of Sheng Xu.

(3)

Sheng Xu is the Company’s chief executive officer and she is the spouse of Zhe Wang.

(4)

Mufang Gao is Zhe Wang’s mother.

(5)

Feng’e Feng is Sheng Xu’s mother.

(6)

Mingxiu Luan is the Company’s chief financial officer.

EQUITY

6 Months Ended

Apr. 30, 2024

EQUITY

EQUITY

NOTE 11 – EQUITY

Ordinary Shares

Ordinary Shares Issued for Services

2021 Performance Incentive Plan

2023 Performance Incentive Plan

Warrants

Stock warrants activities during the six months ended April 30, 2024 were as follows:


	Number of Warrants	Weighted Average Exercise Price
Outstanding at October 31, 2023	141,800	$	194.29
Expired	10,800		125.00
Outstanding at April 30, 2024	131,000	$	200.00
Warrants exercisable at April 30, 2024	131,000	$	200.00

Both of the stock warrants outstanding and stock warrants exercisable at April 30, 2024 had no intrinsic value.

The following table summarizes the shares of the Company’s ordinary stock issuable upon exercise of warrants outstanding at April 30, 2024:


Warrants Outstanding				Warrants Exercisable
					Weighted
Range of					Average
Exercise		Number Outstanding	Weighted Average Remaining	Number Exercisable at	Exercise
Price		at April 30, 2024	Contractual Life (Years)	April 30, 2024	Price
$	200.00	131,000	2.11	131,000	$	200.00

NOTE 11 – EQUITY (continued)

Statutory Reserve and Restricted Net Assets

Cash Transfers Between the Company, Its Subsidiaries and VIE

During the six months ended April 30, 2024, there was no cash or other assets transfer between TRX, its subsidiaries, and the VIE.

During the six months ended April 30, 2023, TRX HK transferred cash of approximately $600 to TRX BJ.

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Apr. 30, 2024

COMMITMENTS AND CONTINGENCIES.

COMMITMENTS AND CONTINGENCIES

NOTE 12 – COMMITMENTS AND CONTINCENGIES

Contingencies

Operating Leases Commitment

Supplemental cash flow information related to leases for the six months ended April 30, 2024 and 2023 is as follows:


	Six Months Ended April 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows paid for operating lease	$	34,067	$	43,826
Right-of-use assets obtained in exchange for lease obligation:
Operating lease	$	67,791	$	36,361

The following table summarizes the lease term and discount rate for the Company’s operating lease as of April 30, 2024:


	Operating Lease
Weighted average remaining lease term (in years)	2.71
Weighted average discount rate	4.75	%

The following table summarizes the maturity of lease liabilities under operating lease as of April 30, 2024:


For the Twelve-month Period Ending April 30:	Operating Lease
2025	$	27,315
2026		24,069
2027		17,482
Thereafter		—
Total lease payments		68,866
Amount of lease payments representing interest		(4,102)
Total present value of operating lease liabilities	$	64,764
Current portion	$	24,892
Long-term portion		39,872
Total	$	64,764

NOTE 12 – COMMITMENTS AND CONTINGENCIES (continued)

Variable Interest Entity Structure

CONCENTRATIONS

6 Months Ended

Apr. 30, 2024

CONCENTRATIONS

CONCENTRATIONS

NOTE 13 – CONCENTRATIONS

Concentrations of Credit Risk

Insurance Carriers

The following table sets forth information as to each insurance carrier that accounted for 10% or more of the Company’s revenue for the six months ended April 30, 2024 and 2023.


	Six Months Ended April 30,
Carrier	2024		2023
A	49	%	*
B	15	%	*
C	15	%	*
D	*		36	%
E	*		24	%
F	*		12	%

*	Less than 10%

NOTE 13 – CONCENTRATIONS (continued)

Suppliers

No supplier accounted for 10% or more of the Company’s purchase during the six months ended April 30, 2024 and 2023.

SUBSEQUENT EVENTS

6 Months Ended

Apr. 30, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS

Reverse Stock Split

Ordinary Shares Issued for Services

Ordinary Shares Issued for Acquisition

Ordinary Shares Issued for Adjustment for 1:5 Reverse Split

The Company issued 66,959 shares of its Class A ordinary shares, resulting from the rounding up of the fractional shares at the one-for-five reverse stock split effected on May 14, 2024.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Apr. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Fair Value of Financial Instruments and Fair Value Measurements

●

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

●

The Company did not have any short-term investment at April 30, 2024.

The following table provides these assets carried at fair value, measured as of October 31, 2023:


	Quoted Price in		Significant Other		Significant		Balance at
	Active Markets		Observable Inputs		Unobservable Inputs		October 31,
	(Level 1)		(Level 2)		(Level 3)		2023
Short-term investment	$	—	$	26,797,081	$	—	$	26,797,081

Cash

Cash include cash on hand and cash in banks, savings, deposit accounts, and all highly liquid instruments with a maturity of three months or less when purchased and money market accounts.

At April 30, 2024 and October 31, 2023, the Company’s cash balances by geographic area were as follows:


Country:	April 30, 2024				October 31, 2023
China	$	27,355,006	99.6	%	$	2,383	100.0	%
Hong Kong		101,496	0.4	%		—	—
Total cash	$	27,456,502	100.0	%	$	2,383	100.0	%

Cash in China may not be freely transferable out of the PRC because of exchange control regulations or other reasons.

Restricted Cash

Concentration of Credit Risk and Uncertainties

The ramifications of the COVID-19 pandemic, reported to have started in December 2019 in China and spread globally, are filled with uncertainty and changing quickly.

Short-term Investments

Accounts Receivable and Allowance for Doubtful Accounts

Reserve for Policy Cancellations

Intangible Assets

Intangible Assets

Intangible assets consist of regulatory licenses and are being amortized on a straight-line method over the estimated useful life of 10 years.

Impairment of Long-lived Assets

Impairment of Long-lived Assets

There were no triggering events requiring assessment of impairment as of April 30, 2024. For the six months ended April 30, 2024 and 2023, no impairment of long-lived assets was recognized.

Revenue Recognition

●

Step 1: Identify the contract with the customer

●

Step 2: Identify the performance obligations in the contract

●

Step 3: Determine the transaction price

●

Step 4: Allocate the transaction price to the performance obligations in the contract

●

Step 5: Recognize revenue when the company satisfies a performance obligation

●

If a goods or service is not distinct, the goods or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition (continued)

The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers.

Stock-based Compensation

Foreign Currency Translation and Transaction

Foreign Currency Translation and Transaction

Per Share Data

The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive:


	Six Months Ended April 30,
	2024	2023
Stock warrants	141,800	141,800
Potentially dilutive securities	141,800	141,800

Segment Reporting

Reverse Stock Split

Reverse Stock Split

Recent Accounting Pronouncements

Commitment and Contingencies

Commitments and Contingencies

ORGANIZATION AND NATURE OF OPERATIONS (Tables)

6 Months Ended

Apr. 30, 2024

ORGANIZATION AND NATURE OF OPERATIONS

Summary of subsidiaries, VIE and VIE's subsidiaries


Name	Background	Ownership
Subsidiaries:
TRX HK	A Hong Kong company	100% owned by TRX
	Incorporated on March 20, 2019

TRX BJ	A PRC limited liability company and a wholly foreign owned enterprise	100% owned by TRX HK
	Incorporated on April 30, 2019
VIE:
TRX ZJ	A PRC limited liability company	VIE
	Incorporated on January 18, 2010
	Insurance products brokerage service and insurance related risk management service provider

VIE’s subsidiaries:
NDB Technology	A PRC limited liability company	100% owned by TRX ZJ
	Incorporated on December 1, 2016

TYDW Technology	A PRC limited liability company	100% owned by TRX ZJ
	Incorporated on December 12, 2016

Hengbang Insurance	A PRC limited liability company	99.8% owned by TRX ZJ
	Incorporated on October 27, 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Apr. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Summary of assets carried at fair value

The following table provides these assets carried at fair value, measured as of October 31, 2023:


	Quoted Price in		Significant Other		Significant		Balance at
	Active Markets		Observable Inputs		Unobservable Inputs		October 31,
	(Level 1)		(Level 2)		(Level 3)		2023
Short-term investment	$	—	$	26,797,081	$	—	$	26,797,081

Summary of cash balances by geographic area


Country:	April 30, 2024				October 31, 2023
China	$	27,355,006	99.6	%	$	2,383	100.0	%
Hong Kong		101,496	0.4	%		—	—
Total cash	$	27,456,502	100.0	%	$	2,383	100.0	%

Summary of securities excluded from diluted per share


	Six Months Ended April 30,
	2024	2023
Stock warrants	141,800	141,800
Potentially dilutive securities	141,800	141,800

ACQUISITION (Tables)

6 Months Ended

Apr. 30, 2024

ACQUISITION

Schedule of fair value of the assets acquired and liabilities assumed under the acquisition


	February 29, 2024
Assets acquired:
Cash	$	77,893
Intangible assets		1,797,109
Total assets		1,875,002
Liabilities assumed:
Accrued liabilities		—
Total liabilities		—
Purchase price	$	1,875,002

INTANGIBLE ASSETS (Tables)

6 Months Ended

Apr. 30, 2024

INTANGIBLE ASSETS

Summary of intangible assets


	Useful Life	April 30, 2024
Regulatory licenses	10 Years	$	1,797,109
Less: accumulated amortization			(30,148)
		$	1,766,961

Summary of amortization of intangible assets attributable to future periods


For the twelve-month period ending April 30:	Amortization amount
2025	$	179,711
2026		179,711
2027		179,711
2028		179,711
2029 and thereafter		1,048,117
	$	1,766,961

OTHER CURRENT ASSETS (Tables)

6 Months Ended

Apr. 30, 2024

OTHER CURRENT ASSETS

Summary of other current assets


	April 30, 2024		October 31, 2023
Recoverable VAT	$	37,484	$	38,641
Security deposit		—		17,716
Deferred tax assets		11,490		16,546
Other		41,359		34,605
	$	90,333	$	107,508

TAXES PAYABLE (Tables)

6 Months Ended

Apr. 30, 2024

TAXES PAYABLE

Summary of taxes payable


	April 30, 2024		October 31, 2023
Income taxes payable	$	625,271	$	623,812
Other		879		13
	$	626,150	$	623,825

ACCRUED LIABILITIES AND OTHER PAYABLES (Tables)

6 Months Ended

Apr. 30, 2024

ACCRUED LIABILITIES AND OTHER PAYABLES

Summary of accrued liabilities and other payables


	April 30, 2024		October 31, 2023
Accrued professional service fees	$	276,238	$	364,840
Expenses paid by employees on the Company’s behalf		211,441		—
Expenses paid by third party on the Company’s behalf		375,653		—
Other		68,963		116,961
	$	932,295	$	481,801

RELATED PARTY TRANSACTIONS (Tables)

6 Months Ended

Apr. 30, 2024

RELATED PARTY TRANSACTIONS

Summary of related party transactions

At April 30, 2024 and October 31, 2023, due to related parties consisted of the following:


Name of related party	April 30, 2024		October 31, 2023
Baohai Xu ⁽¹⁾	$	398,213	$	321,385
Zhe Wang ⁽²⁾		124,584		120,985
Sheng Xu ⁽³⁾		100,443		110,362
Mufang Gao ⁽⁴⁾		377,298		310,771
Feng’e Feng ⁽⁵⁾		186,571		186,571
Mingxiu Luan ⁽⁶⁾		123,436		123,436
	$	1,310,545	$	1,173,510

EQUITY (Tables)

6 Months Ended

Apr. 30, 2024

EQUITY

Schedule of stock warrants activities


	Number of Warrants	Weighted Average Exercise Price
Outstanding at October 31, 2023	141,800	$	194.29
Expired	10,800		125.00
Outstanding at April 30, 2024	131,000	$	200.00
Warrants exercisable at April 30, 2024	131,000	$	200.00

Summary of shares of the company's ordinary stock issuable upon exercise of warrants outstanding


Warrants Outstanding				Warrants Exercisable
					Weighted
Range of					Average
Exercise		Number Outstanding	Weighted Average Remaining	Number Exercisable at	Exercise
Price		at April 30, 2024	Contractual Life (Years)	April 30, 2024	Price
$	200.00	131,000	2.11	131,000	$	200.00

COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Apr. 30, 2024

COMMITMENTS AND CONTINGENCIES.

Schedule of supplemental cash flow information related to leases


	Six Months Ended April 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows paid for operating lease	$	34,067	$	43,826
Right-of-use assets obtained in exchange for lease obligation:
Operating lease	$	67,791	$	36,361

Schedule of lease term and discount rate for the company's operating lease

The following table summarizes the lease term and discount rate for the Company’s operating lease as of April 30, 2024:


	Operating Lease
Weighted average remaining lease term (in years)	2.71
Weighted average discount rate	4.75	%

Schedule of maturity of lease liabilities under operating lease


For the Twelve-month Period Ending April 30:	Operating Lease
2025	$	27,315
2026		24,069
2027		17,482
Thereafter		—
Total lease payments		68,866
Amount of lease payments representing interest		(4,102)
Total present value of operating lease liabilities	$	64,764
Current portion	$	24,892
Long-term portion		39,872
Total	$	64,764

CONCENTRATIONS (Tables)

6 Months Ended

Apr. 30, 2024

CONCENTRATIONS

Summary of concentration of risk


	Six Months Ended April 30,
Carrier	2024		2023
A	49	%	*
B	15	%	*
C	15	%	*
D	*		36	%
E	*		24	%
F	*		12	%

*	Less than 10%

ORGANIZATION AND NATURE OF OPERATIONS (Details)			6 Months Ended
ORGANIZATION AND NATURE OF OPERATIONS (Details)	Feb. 12, 2024 shares	May 20, 2019 shareholder	Apr. 30, 2024 subsidiary	Feb. 29, 2024 shares
ORGANIZATION AND NATURE OF OPERATIONS
Number of majority shareholders \| shareholder		2
Controlled entities incorporated (as a percent)		100.00%
Peak Consulting Services Limited
ORGANIZATION AND NATURE OF OPERATIONS
Number of ordinary shares acquired	600,000			600,000
Percentage of issued and outstanding ordinary shares acquired	100.00%			100.00%
Consideration in shares	694,445
TRX, ZJ
ORGANIZATION AND NATURE OF OPERATIONS
Number of subsidiaries formed \| subsidiary			3

ORGANIZATION AND NATURE OF OPERATIONS - Activities of TRX (Details)	Apr. 30, 2024
TRX HK
ORGANIZATION AND NATURE OF OPERATIONS
Ownership interest held	100.00%
TRX BJ
ORGANIZATION AND NATURE OF OPERATIONS
Ownership interest held	100.00%
NDB Technology
ORGANIZATION AND NATURE OF OPERATIONS
Ownership interest held	100.00%
TYDW Technology
ORGANIZATION AND NATURE OF OPERATIONS
Ownership interest held	100.00%
Hengbang Insurance
ORGANIZATION AND NATURE OF OPERATIONS
Ownership interest held	99.80%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value measurements (Details) - USD ($)	Apr. 30, 2024	Oct. 31, 2023
Fair value measurements
Short-term investments	$ 0	$ 26,797,081
Level 2
Fair value measurements
Short-term investments		$ 26,797,081

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash balances by geographic area (Details)	6 Months Ended	12 Months Ended
	Apr. 30, 2024 USD ($)	Oct. 31, 2023 USD ($)	Apr. 30, 2024 HKD ($)
Country:
Percentage of concentrations of credit risk	100.00%	100.00%
Total cash	$ 27,456,502	$ 2,383
China
Country:
Percentage of concentrations of credit risk	99.60%	100.00%
Total cash	$ 27,355,006	$ 2,383
Hong Kong
Country:
Percentage of concentrations of credit risk	0.40%
Total cash	$ 101,496		$ 611,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted cash (Details) - USD ($)	Apr. 30, 2024	Oct. 31, 2023	Apr. 30, 2023	Oct. 31, 2022
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	$ 700,530	$ 692,692	$ 732,602	$ 692,734
Funds held in an escrow bank account
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	$ 700,530	$ 692,692

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of credit risk and uncertainties (Details)	6 Months Ended
	Apr. 30, 2024 USD ($)	Apr. 30, 2024 CNY (¥)	Apr. 30, 2024 CNY (¥)	Apr. 30, 2024 HKD ($)	Oct. 31, 2023 USD ($)
Effects of Reinsurance [Line Items]
General insurance expense \| ¥		¥ 500,000
Cash and due from banks	$ 27,456,502				$ 2,383
PRC
Effects of Reinsurance [Line Items]
General insurance expense	69,000	¥ 500,000
Cash and due from banks	28,056,000		¥ 203,153,000
Limited insurance	27,915,000		¥ 202,133,000
Hong Kong
Effects of Reinsurance [Line Items]
Cash and due from banks	101,496			$ 611,000
Insurance not covered on cash balances	14,000			$ 111,000
Hong Kong \| Minimum
Effects of Reinsurance [Line Items]
Cash and due from banks	78,000
Insurance not covered on cash balances	$ 14,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Short-term Investments (Details) - USD ($)	6 Months Ended	12 Months Ended
	Apr. 30, 2024	Oct. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Short-term investments	$ 0	$ 26,797,081
Gain from short term investments	$ 269,958	$ 429,645

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance for doubtful accounts (Details)	6 Months Ended
	Apr. 30, 2024 USD ($)
Reserve for Policy Cancellations
Allowance for cancellation	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenues (Details) - USD ($)	6 Months Ended
	Apr. 30, 2024	Apr. 30, 2023
Disaggregation of Revenue [Line Items]
Total Revenues	$ 178,345	$ 724,859
Commissions
Disaggregation of Revenue [Line Items]
Actual commission adjustments in connection with the cancellation of policies	0.20%	0.60%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment of Long-lived Assets (Details)	6 Months Ended
	Apr. 30, 2024 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimated useful lives of intangible assets	10 years
Impairment loss	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of securities excluded from diluted per share (Details) - shares	6 Months Ended
	Apr. 30, 2024	Apr. 30, 2023
NET LOSS PER ORDINARY SHARE ATTRIBUTABLE TO TIAN RUIXIANG HOLDINGS LTD ORDINARY SHAREHOLDERS:
Potentially dilutive securities	141,800	141,800
Stock warrants
NET LOSS PER ORDINARY SHARE ATTRIBUTABLE TO TIAN RUIXIANG HOLDINGS LTD ORDINARY SHAREHOLDERS:
Potentially dilutive securities	141,800	141,800

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment reporting (Details)		6 Months Ended	12 Months Ended
	May 14, 2024	Apr. 30, 2024 segment	Oct. 31, 2023 segment
Segment Reporting
Reportable business segments		1	1
Reverse Stock Split
Reverse stock split ratio	5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Translation and Transaction (Details)	3 Months Ended	6 Months Ended
	Apr. 30, 2024	Apr. 30, 2024	Apr. 30, 2023	Oct. 31, 2023
China
Foreign Currency Translation
Closing translation rates	7.2411	7.2411		7.3171
Average translation rates		7.1726	6.9233
Hong Kong
Foreign Currency Translation
Closing translation rates	7.8209	7.8209
Average translation rates	7.8272

ACQUISITION (Details) - Peak Consulting Services Limited - USD ($)	Feb. 29, 2024	Feb. 12, 2024
ACQUISITION
Number of ordinary shares acquired	600,000	600,000
Percentage of issued and outstanding ordinary shares acquired	100.00%	100.00%
Consideration in shares		694,445
Intangibles from acquisition	$ 1,797,109
Assets acquired:
Cash	77,893
Intangible assets	1,797,109
Total assets	1,875,002
Purchase price	$ 1,875,002
Class A ordinary shares
ACQUISITION
Consideration in shares	694,445
Share price	$ 2.70

INTANGIBLE ASSETS (Details)	6 Months Ended
INTANGIBLE ASSETS (Details)	Apr. 30, 2024 USD ($)
INTANGIBLE ASSETS
Estimated useful lives of intangible assets	10 years
INTANGIBLE ASSETS
Regulatory licenses	$ 1,797,109
Less: accumulated amortization	(30,148)
Intangible assets, net	1,766,961
Amortization expense	$ 30,148

INTANGIBLE ASSETS - Future periods (Details)	Apr. 30, 2024 USD ($)
Amortization of intangible assets.
2025	$ 179,711
2026	179,711
2027	179,711
2028	179,711
2029 and thereafter	1,048,117
Total	$ 1,766,961

OTHER CURRENT ASSETS (Details) - USD ($)	Apr. 30, 2024	Oct. 31, 2023
OTHER CURRENT ASSETS
Recoverable VAT	$ 37,484	$ 38,641
Security deposit		17,716
Deferred tax assets	11,490	16,546
Other	41,359	34,605
Other current assets	$ 90,333	$ 107,508

NOTE RECEIVABLE (Details) - Notes Receivable - USD ($)	6 Months Ended
NOTE RECEIVABLE (Details) - Notes Receivable - USD ($)	Apr. 30, 2024	Apr. 30, 2023	Oct. 31, 2023
NOTE RECEIVABLE
Principal amount			$ 7,800,000
Interest rate (in percent)	2.00%
Outstanding principal balance	$ 7,800,000		7,800,000
Interest income	78,000	$ 37,808
Outstanding interest balance	$ 78,000		$ 0

TAXES PAYABLE (Details) - USD ($)	Apr. 30, 2024	Oct. 31, 2023	Oct. 31, 2022
TAXES PAYABLE
Income taxes payable	$ 625,271		$ 623,812
Other	879		13
Total taxes payable	$ 626,150	$ 623,825	$ 623,825

ACCRUED LIABILITIES AND OTHER PAYABLES (Details) - USD ($)	Apr. 30, 2024	Oct. 31, 2023	Oct. 31, 2022
ACCRUED LIABILITIES AND OTHER PAYABLES
Accrued professional service fees	$ 276,238		$ 364,840
Expenses paid by employees on the Company's behalf	211,441
Expenses paid by third party on the Company's behalf	375,653
Other	68,963		116,961
Accrued liabilities and other payables	$ 932,295	$ 481,801	$ 481,801

RELATED PARTY TRANSACTIONS - Borrowings from related parties and interest expense (Details)	6 Months Ended
	Apr. 30, 2024 USD ($)
RELATED PARTY TRANSACTIONS
Proceeds from related parties' borrowings	$ 93,794
Repayments made for related parties' borrowings	35,807
Borrowings from Related Parties and Interest Expense
RELATED PARTY TRANSACTIONS
Proceeds from related parties' borrowings	93,794
Repayments made for related parties' borrowings	$ 35,807

RELATED PARTY TRANSACTIONS - Related party transactions (Details) - USD ($)	Apr. 30, 2024	Oct. 31, 2023	Oct. 31, 2022
RELATED PARTY TRANSACTIONS
Due to related parties	$ 1,310,545	$ 1,173,510
Related party
RELATED PARTY TRANSACTIONS
Due to related parties	1,310,545		$ 1,173,510
Related party \| Baohai Xu
RELATED PARTY TRANSACTIONS
Due to related parties	398,213		321,385
Related party \| Zhe Wang
RELATED PARTY TRANSACTIONS
Due to related parties	124,584		120,985
Related party \| Sheng Xu
RELATED PARTY TRANSACTIONS
Due to related parties	100,443		110,362
Related party \| Mufang Gao
RELATED PARTY TRANSACTIONS
Due to related parties	377,298		310,771
Related party \| Feng'e Feng
RELATED PARTY TRANSACTIONS
Due to related parties	186,571		186,571
Related party \| Mingxiu Luan
RELATED PARTY TRANSACTIONS
Due to related parties	$ 123,436		$ 123,436

EQUITY (Details) - USD ($)	6 Months Ended
EQUITY (Details) - USD ($)	Apr. 30, 2024	Oct. 31, 2023	Jul. 25, 2023	Apr. 30, 2023	Dec. 03, 2021
EQUITY
Ordinary shares, par value, (per share)	$ 0.025	$ 0.025
China
EQUITY
Restricted amounts as determined pursuant to PRC statutory laws		$ 275,150		$ 275,150
Total restricted net assets	$ 7,809,598	$ 6,732,073
2023 Performance Incentive Plan
EQUITY
Shares issued	698,000
Fair market value of shares issued	$ 2,270,015
Stock-based compensation expense	$ 2,270,015
Class A ordinary shares
EQUITY
Common stock, voting rights	one
Common stock, conversion basis	no
Ordinary shares, par value, (per share)	$ 0.025	$ 0.025
Ordinary shares, shares issued	1,372,949	674,949
Class A ordinary shares \| 2021 Performance Incentive Plan
EQUITY
Common stock, capital shares reserved					200,000
Ordinary shares, shares issued	199,440
Class A ordinary shares \| 2023 Performance Incentive Plan
EQUITY
Common stock, capital shares reserved			1,000,000
Ordinary shares, shares issued	768,000
Class B ordinary shares
EQUITY
Common stock, voting rights	eighteen
Common stock, conversion basis	one
Ordinary shares, par value, (per share)	$ 0.025	$ 0.025
Ordinary shares, shares issued	50,000	50,000
Subsidiary in Hong Kong, the VIE and the VIE's subsidiary
EQUITY
Amount of cash transferred	$ 600

EQUITY - Stock warrants activities (Details) - Warrant	6 Months Ended
EQUITY - Stock warrants activities (Details) - Warrant	Apr. 30, 2024 USD ($) $ / shares shares
Number of Warrants
Outstanding of beginning balance \| shares	141,800
Expired \| shares	10,800
Outstanding of ending balance \| shares	131,000
Warrants exercisable at October 31, 2022 \| shares	131,000
Weighted Average Exercise Price
Outstanding of beginning balance \| $ / shares	$ 194.29
Expired \| $ / shares	125.00
Outstanding of ending balance \| $ / shares	200.00
Warrants exercisable at October 31, 2022 \| $ / shares	$ 200.00
Intrinsic value \| $	$ 0

EQUITY - Shares of the Company ordinary stock issuable upon exercise of warrants outstanding (Details) - Warrant - $ / shares	6 Months Ended
	Apr. 30, 2024	Oct. 31, 2023
EQUITY
Warrants Outstanding, Exercise Price	$ 200.00	$ 194.29
Warrants Outstanding	131,000	141,800
Weighted Average Remaining Contractual Life (Years)	2 years 1 month 9 days
Warrants Exercisable	131,000
Warrants Exercisable, Weighted Average Exercise Price	$ 200.00

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	6 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Apr. 30, 2024	Apr. 30, 2023
COMMITMENTS AND CONTINGENCIES.
Rent expense	$ 34,000	$ 49,000
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows paid for operating lease	34,067	43,826
Right-of-use assets obtained in exchange for lease obligation:
Operating lease	$ 67,791	$ 36,361

COMMITMENTS AND CONTINGENCIES - Lease term and discount rate (Details)	Apr. 30, 2024
COMMITMENTS AND CONTINGENCIES.
Weighted average remaining lease term (in years)	2 years 8 months 15 days
Weighted average discount rate	4.75%

COMMITMENTS AND CONTINGENCIES - Maturities of lease liabilities under operating lease (Details) - USD ($)	Apr. 30, 2024	Oct. 31, 2023
Maturity of lease liabilities
2025	$ 27,315
2026	24,069
2027	17,482
Total lease payments	68,866
Amount of lease payments representing interest	(4,102)
Total present value of operating lease liabilities	64,764
Operating lease liabilities
Current portion	24,892	$ 57,402
Long-term portion	39,872
Total present value of operating lease liabilities	$ 64,764

CONCENTRATIONS - Concentrations of credit risk (Details)	Apr. 30, 2024 USD ($)	Apr. 30, 2024 CNY (¥)	Apr. 30, 2024 HKD ($)	Oct. 31, 2023 USD ($)	Apr. 30, 2023 USD ($)	Oct. 31, 2022 USD ($)
Concentration Risk
Cash and restricted cash balances	$ 28,157,032			$ 695,075	$ 36,656,207	$ 695,242
Total cash	27,456,502			2,383
China
Concentration Risk
Insurance covered for balances at financial institutions and banks	69,000	¥ 500,000
Maximum limit for balances with banks covered under insurance \| ¥		¥ 500,000
Cash and restricted cash balances	28,056,000
Total cash	27,355,006			$ 2,383
Insurance not covered on cash balances	27,915,000
Hong Kong
Concentration Risk
Total cash	101,496		$ 611,000
Insurance not covered on cash balances	14,000		$ 111,000
Hong Kong \| Minimum
Concentration Risk
Total cash	78,000
Insurance not covered on cash balances	$ 14,000

CONCENTRATIONS - Insurance carriers (Details) - item	6 Months Ended		12 Months Ended
CONCENTRATIONS - Insurance carriers (Details) - item	Apr. 30, 2024	Apr. 30, 2023	Oct. 31, 2023
Supplier Concentration Risk
Concentration Risk
Number of suppliers	0	0
Revenue \| Customer concentration \| A
Concentration Risk
Concentration of risk	49.00%
Concentration of risk		0.00%
Revenue \| Customer concentration \| B
Concentration Risk
Concentration of risk	15.00%
Concentration of risk		0.00%
Revenue \| Customer concentration \| C
Concentration Risk
Concentration of risk		0.00%
Concentration of risk	15.00%
Revenue \| Customer concentration \| D
Concentration Risk
Concentration of risk	0.00%	36.00%
Revenue \| Customer concentration \| E
Concentration Risk
Concentration of risk	0.00%	24.00%
Revenue \| Customer concentration \| F
Concentration Risk
Concentration of risk	0.00%	12.00%
Accounts Receivable \| Customer concentration
Concentration Risk
Number of insurance carriers	1		2
Concentration of risk	85.90%		89.40%

SUBSEQUENT EVENTS (Details) - USD ($)			2 Months Ended	6 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($)	May 14, 2024	May 07, 2024	Jun. 30, 2024	Apr. 30, 2024	Apr. 30, 2023
SUBSEQUENT EVENTS
Value of shares issued for services				$ 2,270,015	$ 1,068,000
Subsequent events
SUBSEQUENT EVENTS
Reverse stock split	one-for-five
Subsequent events \| Class A ordinary shares
SUBSEQUENT EVENTS
Number of shares issued for services	66,959
Reverse stock split	one-for-five
Subsequent events \| Class A ordinary shares \| Consulting Services Ltd
SUBSEQUENT EVENTS
Number of shares issued		694,445
Subsequent events \| Class A ordinary shares \| 2023 Performance Incentive Plan
SUBSEQUENT EVENTS
Value of shares issued for services			$ 548,550
Number of shares issued for services			200,000

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TIRX Tian Ruixiang Holdings Ltd