Sec Form 3/A Filing - Liu Jun @ ATIF Holdings Ltd - 2022-08-01

FORM 3/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Liu Jun 2. Issuer Name and Ticker or Trading Symbol ATIF Holdings Ltd [ ATIF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O ATIF HOLDINGS LIMITED, 25391 COMMERCENTRE DR., STE 200 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2022 (Street) LAKE FOREST, CA92630 4. If Amendment, Date Original Filed (MM/DD/YY) 08/01/2022 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares 3,440,860 I( 1 ) By Tianzhen Investments Limited( 1 )( 2 ) Ordinary Shares 57,970 D( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Liu Jun C/O ATIF HOLDINGS LIMITED 25391 COMMERCENTRE DR., STE 200 LAKE FOREST, CA92630 X X Chief Executive Officer Tianzhen Investments Ltd C/O ATIF HOLDINGS LIMITED 25391 COMMERCENTRE DR., STE 200 LAKE FOREST, CA92630 X Signatures /s/ Jun Liu 01/20/2023 Signature of Reporting Person Date /s/ Tianzhen Investments Limited, by: Jun Liu, Sole Director* 01/20/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of the Issuer's ordinary shares directly held by Tianzhen Investments Limited ("Tianzhen"). Mr. Jun Liu is the sole director and shareholder of Tianzhen and may be deemed to beneficially own such shares of ordinary shares by Tianzhen. ( 2 )Mr. Jun Liu disclaim beneficial ownership of these shares, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of such reported shares by Mr. Liu for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")or for any other purpose. ( 3 )Mr. Jun Liu directly holds 57,970 shares of the Issuer's ordinary shares. Tianzhen disclaims beneficial ownership of these shares, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of such reported shares by Tianzhen for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks: This Amendment No. 1 on Form 3/A (this "Amendment No. 1") is being filed by Mr. Jun Liu and Tianzhen to amend their Initial Statement of Beneficial Ownership of Securities on Form 3 filed on August 1, 2022, (the "Original Report"), solely to correct a clerical error in the number of ordinary shares beneficially owned by the Reporting Person at the time of filing the Original Report. *Mr. Jun Liu, is signing on behalf of (i) himself as an individual Reporting Person and (ii) Tianzhen Investments Limited, in his capacity as sole director.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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