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 six months ended March 31, 2026, 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
Three
Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
The following table summarizes our operating results for three months
ended March 31, 2026 and 2025.
For the Three Months Ended
March 31,
2026
2025
Change
(Unaudited)
(Unaudited)
$
%
Revenue
$ 647
$ 71,892
$ (71,245 )
(99 )%
Cost of revenue
368
44,878
(44,510 )
(99 )%
Gross Profit
279
27,014
(26,735 )
(99 )%
Selling, general and administrative expenses
206,395
152,280
54,115
36 %
Income (lo ss) from operations
(206,116 )
(125,266 )
(80,850 )
65 %
Other income(expense)
14
-
14
-
Income before provision for income taxes
(206,102 )
(125,266 )
(80,836 )
65 %
Provision for income taxes
(414 )
-
(414 )
-
Net (Loss)
$ (205,688 )
$ (125,266 )
$ (80,422 )
64 %
2
Tongzhilian’s revenue was $ 647 during the three months ended
March 31, 2026. All of our revenue was generated by our subsidiary Tongzhilian, which engaged solely in product sales throughout the quarter.
Revenue during the three months ended March 31, 2026 decrease by 99%
compared to the operating revenue of $71,892 for the three months ended March 31, 2025. Recent revenue was primarily attributable to our
sale of products, with 100% of our revenue, or $647, during the three months ended March 31, 2026, derived from such sales. The cost of
revenue attributable to the sale of products was $368, which was our procurement cost for products sold.
For the three months ended March 31, 2026, we realized a gross profit
margin of 43%, as our gross profit amounted to $279.
In the three months ended March 31, 2026, our total revenue experienced
a significant decline of 97% when compared to the operating revenue of $ 24,905 recorded in the three months ended December 31, 2025.
This disparity can primarily be attributed to the domestic economic slowdown, shrinking household consumption and complicated international
situations, which have driven pessimistic market expectations and conservative consumer spending.
As our core business, mid-to-high-end customized travel belongs to
non-essential consumption, and has been greatly impacted with weakened customer willingness and fewer intended orders. The nearly 20-day
Spring Festival holiday also reduced effective operation time and hindered business progress.
Meanwhile, due to limited manpower, we focused on in-depth service
and loyalty improvement for existing prepaid members, and suspended new market and customer expansion. Affected by the overlapping impacts
of external consumption weakness, long holidays and internal operational adjustments, our first-quarter performance declined notably.
Operating expenses for the three months ended March 31, 2026 consisted
primarily of salaries and benefits, office expenses and rentals and leases and professional fees. Our $206,395 in operating expenses during
this period were primarily attributable to:
●
$15,357 in professional fees and related expenses incurred as a result of our status as a reporting company in the United States.
●
$53,154 in salaries and benefits,
●
$128,047 in office expenses.which included $79,920 represented by the fair value of 3,600,000 shares of the Company’s common stock that we issued to EHCLGLOBAL in exchange for investor and public relations services.
●
$8,393 in Rentals and leases.
For the reasons described above, our net loss for the three months
ended March 31, 2026 was $206,116.
Six Months
Ended March 31, 2026 Compared to Six Months Ended March 31, 2025.
The following table summarizes our operating results for six months
ended March 31, 2026 and 2025.
For the Six Months Ended
March 31,
2026
2025
Change
(Unaudited)
(Unaudited)
$
%
Revenue
$ 25,552
$ 1,094,047
$ (1,068,495 )
(98 )%
Cost of revenue
13,174
687,225
(674,051 )
(98 )%
Gross Profit
12,378
406,822
(394,444 )
(97 )%
Selling, general and administrative expenses
339,239
258,195
81,044
31 %
Income (lo ss) from operations
(326,861 )
148,627
(475,488 )
(320 )%
Other income(expense)
104
-
104
-
Income before provision for income taxes
(326,757 )
148,627
(475,384 )
(320 )%
Provision for income taxes
(468 )
106,900
(107,368 )
(100 )%
Net Income (Loss)
$ (326,289 )
$ 41,727
$ (368,016 )
(882 )%
3
Tongzhilian’s revenue was $25,552 during the six months ended
March 31, 2026. All our revenue was generated by our subsidiary Tongzhilian, which was solely derived from product sales throughout the
period.
During the six-month period ending on March 31, 2026, the revenue decreased
by 98% compared to the $1,094,047 in the six-month period ending on March 31, 2025. During the six-month period ending on March 31, 2026,
all of our revenue (totaling $25,552) came from product sales. The sales cost related to these product sales was $13,174, which is the
cost of purchasing the sold products.
For the six months ended March 31, 2026, we realized a gross profit
margin of 48%, as our gross profit amounted to $12,378.
Operating expenses for the six months ended March 31, 2026 consisted
primarily of salaries and benefits, office expenses and rentals and leases and professional fees. Our $339,239 in operating expenses during
this period were primarily attributable to:
●
$22,187 in professional fees and related expenses incurred as a result of our status as a reporting company in the United States.
●
$105,429 in salaries and benefits,
●
$193,974 in office expenses, including the $79,920 of stock compensation described above.
●
$16,737 in Rentals and leases.
Based on the above reasons, for the six-month period ending on March
31, 2026, our net loss was $326,289.00.
Liquidity and Capital Resources
On March 31, 2026, the Company had $1,710 in cash and cash equivalents,
a decrease of $2,722 during the six months then ended. The main reason for the decrease in our cash balance was an increase of $1,036
in the balance of other receivables.
The Company had a working capital deficit of $(287,288) as of March
31, 2026. Included in total liabilities is $382,088 payable to our Chief Executive Officer and entities under her control. Excluding this
related-party liability, the Company’s working capital as of March 31, 2026 would have been $94,800, consisting primarily of prepayments.
Accordingly, the Company is able to finance its near-term operating activities, but will need additional capital infusion to support future
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. 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.
4
Cash Flows
The following unaudited table summarizes our cash
flows for the six months ended March 31, 2026 and 2025.
For the Six Months Ended
March
31,
Change
2026
2025
$
Net cash provided by (used in) operating activities
$ (121,861 )
$ (285.969 )
$ (54,240 )
Net cash (used in) Investing activities
-
-
-
Net cash provided by financing activities
119,084
189,300
148,177
Effect of exchange rate fluctuation on cash and cash equivalents
1,864
(24,580 )
(26,444 )
Net increase in cash and cash equivalents
(868 )
(121,249 )
120,381
Cash and cash equivalents, beginning of period
73,368
698,307
(624,939 )
Cash and cash equivalents, end of period
$ 72,500
$ 577,058
$ (504,558 )
During the six months ended March 31, 2026, our operations used net
cash of $121,816. The main reason for the net cash outflow in the operations is that prepayments increased by $208,541, partially offset
by share-based compensation expenses of $79,920, resulting in a net cash outflow from operating activities.
Our financing activities during the six months ended March 31, 2026
generated $119,083. This reflects an additional $119,083 in interest-free loans provided to the Company by our CEO, Huang Fang, and her
affiliate entities. Our financing activities during the six months ended March 31, 2025 generated $189,300. This reflects an additional
$189,300 in interest-free loans provided to the Company 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. 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.
5
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.