What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-20 compared with 2025-08-20 · 97 added, 64 removed, 80 unchanged (67% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and

24 unchanged sentences

In connection with the preparation of our financial statements for

the nine months ended June 30, 2025, 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, 2025, 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

Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

The following table summarizes our operating results for three months

ended June 30, 2025 and 2024.

ended December 31, 2025 and 2024.

For the Three Months Ended

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Tongzhilian’s revenue was $ 24,905 during the three months ended

June 30, 2025.

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

services and product sales throughout the period.

Revenue during the three months ended June 30, 2025 decrease by 68%

compared to the operating revenue of $260,916 for the three months ended June 30, 2024.

For the three months ended June 30, 2025, we realized a gross profit

margin of 41%, as our gross profit amounted to $34,147.

Operating expenses for the three months ended June 30, 2025 consisted

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

Our $75,750 in operating expenses during

this period were primarily attributable to:

December 31, 2025.

All of our revenue was generated by our subsidiary Tongzhilian, which engaged solely in product sales throughout the

Revenue during the three months ended December 31, 2025 was 98% less

than the operating revenue of $1,022,105 for the three months ended December 31, 2024.

Recent revenue was primarily attributable to our

sale of products, with 100% of our revenue, or $24,905, during the three months ended December 31, 2025, derived from such sales.

the three months ended December 31, 2024, 80% of our revenue was attributable to product sales.

The cost of revenue attributable to the sale of products was

$12,806, which was our procurement cost for products sold.

Therefore, For the three months ended December 31, 2025, we realized a

gross profit margin of 49%, as our gross profit amounted to $12,099.

During the three months ended December 31, 2024, our gross

profit was $379,808.

The reasons for the 98% reduction in revenue

were twofold.

First, the current domestic economic slowdown in China has significantly dampened discretionary consumer spending.

Heightened macroeconomic uncertainty—evidenced by sharp increases in gold and silver prices—and widespread pessimism regarding

near-term geopolitical and economic conditions have led potential customers to defer or cancel non-essential expenditures, particularly

in the mid-to-high-end customized travel segment, which constitutes our core business.

In response to market changes this fiscal

year, the Company has implemented the following measures:

(1) Diversify its product offerings:

While continuing to focus on

its core customized tour services, the Company plans to introduce more affordable, value-oriented travel packages and expand collaborations

across the upstream and downstream segments of the travel ecosystem.

This multi-tiered product strategy aims to provide customers with

a broader range of options and improve conversion rates.

(2) Enhance employee training:

The Company is investing in staff

development to improve service efficiency and quality, thereby strengthening customer satisfaction and goodwill.

(3) Expand cross-industry partnerships:

Building on the successful

integration of cultural and creative products—initially introduced based on observed customer needs during tours and which received

positive feedback—the Company intends to pursue additional cross-sector collaborations.

These may include experiential offerings

such as knowledge-based workshops or educational courses, enabling the development of value-added services and incremental revenue streams

through bundled or premium offerings.

Second, following a successful initial membership

launch that generated substantial prepaid deposits from early adopters, the Company made a deliberate strategic decision to prioritize

service quality and relationship-building with existing members over aggressive new customer acquisition, given limited staffing capacity.

This focus on deepening client engagement and fostering long-term loyalty is intended to lay the foundation for sustainable recurring

revenue in future periods.

As a result of these external market pressures and internal operational

priorities, the Company recorded no tour sales and virtually no product sales during the quarter.

Operating expenses for the three months ended December 31, 2025 consisted

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

Our $132,844 in operating expenses during this period were

primarily attributable to:

$6,830 in professional fees and related expenses incurred as a result of our status as a reporting company in the United States.

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$65,007 in office expenses.

$8,584 in Rentals and leases.

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

ended June 30, 2025 was $41,718.

Months Ended June 30, 2025 Compared to Nine Months Ended June 30, 2024.

The following table summarizes our operating results for nine months

ended June 30, 2025 and 2024.

For the Nine Months Ended

Cost of revenue

Selling, general and administrative expenses

Income (lo ss) from operations

Other income(expense)

Income before provision for income taxes

Provision for income taxes

Net Income (Loss)

Tongzhilian’s revenue was $1,176,532

during the nine months ended June 30, 2025.

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

tourism services, hotel reservation services and product sales throughout the period.

Revenue during the nine months ended June 30, 2025 increase by 124%

compared to the operating revenue of $525,872 for the nine months ended June 30, 2024.

For the nine months ended June 30, 2025, we realized a gross profit

margin of 37%, as our gross profit amounted to $ 440,854.

Operating expenses for the nine months ended June 30, 2025 consisted

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

Our $333,945 in operating expenses during

this period were primarily attributable to:

$38,313 in professional fees and related expenses incurred as a result of our status as a reporting company in the United States.

$146,590 in salaries and benefits.

$121,924 in office expenses, including the $75,000 of stock compensation described above.

$27,118 in Rentals and leases.

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

ended June 30, 2025 was $9.

ended December 31, 2025 was $(120,601).

Liquidity and Capital Resources

On June 30, 2025, the Company had $249,692 in cash and cash equivalents,

a decrease of $448,615 during the nine months then ended.

On December 31, 2025, the Company had $32,914 in cash and cash equivalents,

an increase of $28,482 during the three months then ended.

The primary factors contributing to this increase in cash balance were a rise

of 15,238 in receivables from payment collection service institutions and an increase of $7,200 in customer deposits.

The Company had a working capital deficit of $(142,668) at December

Included in the liabilities is $313,539 owed to our Chief Executive Officer or to entities she controls.

If that debt is disregarded

for this purpose, our working capital at December 31, 2025 was $170,871, consisting primarily of prepayments.

We will, therefore, be able

to fund near-term operations, but will require a capital infusion to achieve growth.

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, 2025 and 2024.

For the Nine Months Ended

flows for the three months ended December 31, 2025 and 2024.

For the Years Ended

Net cash provided by (used in) operating activities

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Net cash provided by financing activities

Effect of exchange rate fluctuation on cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

During the nine months ended June 30, 2025, our operations used net

cash of $401,448.

Our financing activities during the nine months ended June 30, 2025

Effect of exchange rate fluctuation on cash, cash equivalents and restricted

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, end of

During the three months ended December 31, 2025, our operations used

net cash of $22,425.

The primary factor contributing to this decrease in cash was our net loss for the quarter.

Our use of cash was less

than our the $120,601 net loss we realized in the quarter primarily because we reduced our prepayments balance by $108,641 during the

Our financing activities during the three months ended December 31,

2025 generated $50,725.

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

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.

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.

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 98% decline in revenue during the quarter was primarily driven

by two factors.

First, weakening macroeconomic conditions in China and heightened consumer pessimism—exacerbated by rising gold

and silver prices and geopolitical uncertainty—significantly reduced demand for discretionary spending, particularly in the mid-to-high-end

customized travel segment.

Second, the Company intentionally prioritized service delivery and relationship-building with existing prepaid

members over new customer acquisition due to limited staffing capacity, resulting in minimal sales activity during the period.

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