Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and
results of operations are based upon our condensed consolidated financial statements and the notes thereto included elsewhere in this
Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.
The preparation of such financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,
revenues, and expenses. On an ongoing basis, we evaluate these estimates, including those related to useful lives of real estate assets,
bad debts, impairment, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that
are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ
from those estimates.
Application of Critical Accounting Policies
The discussion and analysis of the Company’s financial condition
and results of operations is based upon its condensed consolidated financial statements, which have been prepared in accordance with United
States generally accepted accounting principles. The preparation of these financial statements requires us to make significant estimates
and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. These items are monitored and analyzed by management for changes in facts and circumstances, and material changes in
these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. The Company bases
its estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual
results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.
In connection with the preparation of our financial statements for
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 months
ended December 31, 2024 and 2023.
For the Three Months Ended
December 31,
2024
2023
Change
(Unaudited)
(Unaudited)
$
%
Revenue
$ 1,022,155
$ 123,970
$ 898,185
725 %
Cost of revenue
642,347
75,839
566,508
747 %
Gross Profit
379,808
48,131
331,677
689 %
Selling, general and administrative expenses
105,915
100,433
5,482
5 %
Income (lo ss) from operations
273,893
(52,302 )
326,195
(624 )%
Other income(expense)
-
(107 )
107
(100 )%
Income before provision for income taxes
273,893
(52,409 )
326,302
(632 )%
Provision for income taxes
106,900
85
106,815
125,665 %
Net Income (Loss)
$ 166,993
$ (52,494 )
$ 219,487
(418 )%
2
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. The cost
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.
●
$49,018 in salaries and benefits,
●
$28,997 in office expenses.
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. In the near
term, we expect Huang Fang, our President, to continue to provide support, if needed. We do not, however, have any formal agreement with
Ms. 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.
3
Cash Flows
The following unaudited table summarizes our cash
flows for the three months ended December 31, 2024 and 2023.
For the Years Ended
December 31,
Change
2024
2023
$
Net cash provided by (used in) operating activities
$ 58,671
$ (53,291 )
$ 111,962
Net cash (used in) Investing activities
-
(3,717 )
3,717
Net cash provided by financing activities
297,665
97,822
199,843
Effect of exchange rate fluctuation on cash and cash equivalents
(31,916 )
721
(32,637 )
Net increase in cash and cash equivalents
324,420
41,535
282,885
Cash and cash equivalents, beginning of period
698,307
-
698,307
Cash and cash equivalents, end of period
$ 1,022,727
$ 41,535
$ 981,192
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
of products. 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. For the
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
The Company is expanding its product offerings to include more products.
In addition, our marketing personnel are developing new customers with the intention of building a stable base of customers. In this
manner, the Company hopes to increase sales to support the future operations and development of the Company. There is no guarantee that
the Company’s new strategy will be successful.
The U.S. government, including the SEC, has made statements and taken
actions that have led to changes in relations between the U.S. and China, and will impact companies with connections to the United States
or China. Those actions by the U.S. government included imposing several rounds of tariffs affecting certain products manufactured in
China and imposing sanctions and restrictions in relation to China. Actions by the SEC included issuing statements indicating that it
would make enhanced review of companies with significant China-based operations. It is unknown whether and to what extent new legislation,
executive orders, tariffs, laws or regulations will be adopted, or the effect that any such actions would have on U.S.-domiciled companies
with significant connections to China, our industry or on us. Any unfavorable government policies on cross-border relations, including
increased scrutiny on companies with significant China-based operations, capital controls or tariffs, may affect our ability to raise
capital and the market price of our shares. If any new legislation, executive orders, tariffs, laws and/or regulations are implemented,
if existing trade agreements are renegotiated or if the U.S. or Chinese governments take retaliatory actions due to the recent U.S.-China
tensions, such changes could have an adverse effect on our business, financial condition and results of operations, our ability to raise
capital and the market price of our shares. Changes in United States and China relations and/or regulations may adversely impact our business,
our operating results, our ability to raise capital and the market price of our shares.
Other than the factors listed above we do not
know of any trends, events or uncertainties that have had or are reasonably expected to have a material impact on our net sales or revenues
or income from continuing operations.
4
Recent Accounting Pronouncements
There were no recent accounting pronouncements that we expect to have
a material effect on the Company’s financial position or results of operations. Please refer to Note 2 of our condensed consolidated
financial statements included in this quarterly report.
Item 3. Quantitative and Qualitative Disclosures
about Market Risk.
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.