What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-02-14 compared with 2024-08-13 · 65 added, 59 removed, 82 unchanged (60% of the section changed)

27 unchanged sentences

In connection with the preparation of our financial statements for

the nine months ended June 30, 2024, there was no accounting estimate made which was (a) subject to a high degree of uncertainty and (b)

material to our results.

the three months ended December 31, 2024, there was no accounting estimate made which was (a) subject to a high degree of uncertainty

and (b) material to our results.

Results of Operations

The following table summarizes our operating results for three and

nine months ended June 30, 2024.

Three Months Ended

Nine Months Ended

The following table summarizes our operating results for three months

ended December 31, 2024 and 2023.

For the Three Months Ended

Cost of revenue

Selling, general and administrative expenses

Income from operations

Income (lo ss) from operations

Other income(expense)

1 unchanged sentence

Provision for income taxes

Three Months Ended June 30, 2024

Tongzhilian’s revenue was $260,916 during the three months ended

June 30, 2024.

The revenue was attributable to four tours developed by Tongzhilian in concert with our suppliers.

We realized a gross

profit of 65%, primarily a result of a cultural feature tour.

Nevertheless, we will not have a predictable gross profit until we have

sold a significant number of tours.

Operating expenses for the three months ended June 30, 2024 consisted

primarily of salaries and benefits, office expenses, professional fees and rentals and leases.

Our $71,006 in operating expenses during

this period were primarily attributable to:

$12,663 in professional fees and related expenses incurred in connection with the Company’s administrative operations in the United States.

$42,222 in salaries and benefits,

For the reasons described above, our net income for the three months

ended June 30, 2024 was $93,679.

Nine Months Ended June 30, 2024

Tongzhilian’s revenue was $525,872 during the nine months ended

June 30, 2024.

Revenue was attributable to seven tours developed by Tongzhilian in concert with our suppliers.

We realized a gross profit

of 52%, The significant gross profit margin is attributed to a cultural feature tour developed by Tongzhilian in concert with our supplier,

Hainan Jintongyuan.

Five suppliers provide services for our tours.

Tongzhilian sells tours both directly and through sales agents, with

54% of revenue being derived from two primary sales agents.

For each tour we functioned as the principal, paying our agents a fixed

percentage of the settlement price or a fixed quote, determining the price to external parties, and carrying responsibility for contract

Tongzhilian exercises control over the sale price of tours it develops with our suppliers.

Tongzhilian determines its varying

gross profit margins based on the content of the travel products.

For all these reasons, we record our revenue from the tours on a principal

Operating expenses for the nine months ended June 30, 2024 consisted

primarily of salaries and benefits, office expenses, professional fees and rentals and leases.

Our $251,140 in operating expenses during

this period were primarily attributable to:

Net Income (Loss)

Tongzhilian’s revenue was $1,022,155 during the three months

ended December 31, 2024.

All our revenue was generated by our subsidiary Tongzhilian, which provided its cultural tourism services and

product sales throughout the year, and added hotel reservation services during the first quarter of the 2025 fiscal year.

Revenue during the three months ended December 31, 2024 increase by

725% compared to the operating revenue of $123,970 for the three months ended December 31, 2023.

Recent revenue was primarily attributable

to our sale of products, with 80% of our revenue, or $818,319, during the three months ended December 31, 2024, derived from such sales.

The cost of revenue attributable to the sale of products was $515,842, which was our procurement cost for products sold.

During the three months ended December 31, 2024, the remaining 20%

of Tongzhilian’s revenue – i.e.

$203,836 - arose from its sale of tourism services and hotel reservation services.

of service revenue was $126,505, primarily attributable to the costs associated with engaging tour suppliers.

For the three months ended December 31, 2024, we realized a gross profit

margin of 37%, as our gross profit amounted to $379,808.

Operating expenses for the three months ended December 31, 2024 consisted

primarily of salaries and benefits, office expenses and professional fees.

Our $105,915 in operating expenses during this period were

primarily attributable to:

$18,582 in professional fees and related expenses incurred as a result of our status as a reporting company in the United States.

1 unchanged sentence

$28,997 in office expenses.

$26,345 in rentals and leases.

For the reasons described above, our net income for the nine months

ended June 30, 2024 was $16,277.

For the reasons described above, our net income for the three months

ended December 31, 2024 was $166,993.

Liquidity and Capital Resources

On December 31, 2024, the Company had $1,022,727 in cash and cash equivalents,

an increase of $324,420 during the three months then ended.

The primary cause of the increase in our cash balance was an increase of $290,842

in the balance of our CEO’s loan to Tongzhilian.

The loan from Huang Fang, our CEO, also increased our working capital from a deficit

of $16,711 at September 30, 2024 to working capital of $116,078 at December 31, 2024.

We anticipate that our future liquidity requirements will arise from

the need to fund our growth, pay current obligations and future capital expenditures.

The primary sources of funding for such requirements

are expected to be cash generated from operations plus additional funds sourced from a public offering and/or debt financing.

term, we expect Huang Fang, our President, to continue to provide support, if needed.

We do not, however, have any formal agreement with

Huang requiring her to provide financing to the Company nor any method of enforcing our expectation.

Therefore, we can provide no

assurances that we will be able to generate sufficient cash flows from operations and/or obtain additional financing on terms satisfactory

to us, if at all.

The following unaudited table summarizes our cash

flows for the nine months ended June 30, 2024.

Nine Months Ended

Net cash (used in) operating activities

flows for the three months ended December 31, 2024 and 2023.

For the Years Ended

Net cash provided by (used in) operating activities

Net cash (used in) Investing activities

4 unchanged sentences

Cash and cash equivalents, end of period

During the nine months ended June 30, 2024, our operations used net

cash of $45,141.

Our use of cash exceeded our net income of $16,277 during the nine months period primarily because we increased Prepayments

During the nine months ended June 30, 2024, our investing activities

resulted in a net cash outflow of $3,719.

primarily due to the acquisition of fixed assets.

Our financing activities during the nine months ended June 30, 2024

generated $226,294, consisting of $60,000 contributed by Huang Fang to fund our shareholders’ subscriptions and $166,294 interest-free

loan from Huang Fang and her affiliate entity.

During the three months ended December 31, 2024, our operations provided

net cash of $58,671.

The primary factors contributing to this increase in cash was our net income for the quarter.

These benefits were

partially offset, however, by the effects of a membership program that we initiated during the last fiscal year, in which we offered members

discounts on tours in exchange for their deposit of funds to be applied to future tours and product purchases.

At September 30, 2024 the

deposits totaled $461,946 and were recorded on our balance sheet at “Advances from Customers”.

During the three months ended

December 31, 2024, the balance of our Advances from Customers account fell by $153,915 as customers applied their deposits to the purchase

This use of prepayments to fund current sales resulted in a reduction in the cash provided by our operations during the three

months ended December 31, 2024.

Our financing activities during the three months ended December 31,

2024 generated $297,665.

This represented additional interest-free loans made by our CEO, Huang Fang, and her affiliate entity.

three months ended December 31, 2023, our financing activities generated $97,822, consisting of a $37,822 interest-free loan from Huang

Fang and her affiliate entity and a $60,000 contributed by Huang Fang to fund our shareholders’ subscriptions.

Trends, Events and Uncertainties

4 unchanged sentences

the Company’s new strategy will be successful.

As of June 30, 2024, a stable customer base has not been established yet.

government, including the SEC, has made statements and taken

31 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis