SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September
30, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____________
to____________
Commission File Number: 333-260951
LONGDUODUO
COMPANY LIMITED
(Exact name of registrant as specified in its charter)
Nevada | | 37-2018431 |
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification Number) |
419, Floor 4, Comprehensive Building,
Second Light Hospital, Ordos Street,
Yuquan District, Hohhot,
Inner Mongolia,
China
Office: +86 (0472) 510 4980
(Address, including zip code, and telephone number,
including area code,
of Registrant’s principal executive offices)
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class |
|
Trading Symbol |
|
Name of Each Exchange on Which Registered |
None |
|
None |
|
Not Applicable |
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | | Smaller reporting company | ☒ |
| | Emerging growth company | ☒ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12 b-2 of the Act). Yes ☐ No ☒
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each
of the issuer’s classes of common stock, as of the latest practicable date.
As of the date of filing of this report, there were outstanding 30,005,008 shares
of the issuer’s common stock, par value $0.001 per share.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
LONGDUODUO COMPANY
LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE
SHEETS
| |
September 30, 2023 | | |
June 30, 2023 | |
| |
(Unaudited) | | |
| |
Assets | |
| | |
| |
Current Assets: | |
| | |
| |
Cash and cash equivalents | |
$ | 729,830 | | |
$ | 1,136,562 | |
Accounts receivable, net | |
| 2,056 | | |
| - | |
Other receivables | |
| 124,649 | | |
| 107,042 | |
Prepayments | |
| 283,440 | | |
| 68,341 | |
Inventories | |
| 129 | | |
| 820 | |
Total current assets | |
| 1,140,104 | | |
| 1,312,765 | |
Property and equipment, net | |
| 157,331 | | |
| 152,719 | |
Intangible asset, net | |
| - | | |
| 3,828 | |
Right-of-use assets | |
| - | | |
| 13,470 | |
Total assets | |
$ | 1,297,435 | | |
$ | 1,482,782 | |
| |
| | | |
| | |
Liabilities and Deficit | |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 738,013 | | |
$ | 1,044,247 | |
Deferred revenue | |
| 487,262 | | |
| 588,335 | |
Accrued expenses | |
| 67,682 | | |
| 90,858 | |
Due to related parties | |
| 26,240 | | |
| 104,611 | |
Security deposits | |
| 59,765 | | |
| 54,992 | |
Other payables | |
| 25,518 | | |
| 84,015 | |
Operating lease liabilities, current | |
| - | | |
| 6,579 | |
Other current liabilities | |
| 170,014 | | |
| 72,909 | |
Total current liabilities | |
| 1,574,494 | | |
| 2,046,546 | |
Operating lease liabilities, less current portion | |
| - | | |
| 6,891 | |
Total liabilities | |
| 1,574,494 | | |
| 2,053,437 | |
| |
| | | |
| | |
Deficit: | |
| | | |
| | |
Preferred stock; $0.001 par value, 30,000,000 shares authorized, no shares issued and outstanding at September 30, 2023 and June 30, 2023 | |
| - | | |
| - | |
Common stock; $0.001 par value, 500,000,000 shares authorized; 30,005,008 and 30,005,008 shares issued and outstanding at September 30, 2023 and June 30, 2023, respectively | |
| 30,005 | | |
| 30,005 | |
Additional paid-in capital | |
| 7,246,729 | | |
| 7,246,729 | |
Accumulated deficit | |
| (7,600,863 | ) | |
| (7,885,080 | ) |
Accumulated other comprehensive income | |
| 65,170 | | |
| 66,389 | |
Total stockholders’ deficit | |
| (258,959 | ) | |
| (541,957 | ) |
Non-controlling interests | |
| (18,100 | ) | |
| (28,698 | ) |
Total deficit | |
| (277,059 | ) | |
| (570,655 | ) |
Total liabilities and deficit | |
$ | 1,297,435 | | |
$ | 1,482,782 | |
The accompanying notes
are an integral part of these consolidated financial statements.
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS
(UNAUDITED)
| |
For the Three Months Ended
September
30, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Revenues: | |
| | |
| |
Service revenue | |
$ | 171,930 | | |
$ | 408,496 | |
Product revenue | |
| - | | |
| 5,669 | |
Commission revenue | |
| 1,415,503 | | |
| 1,398 | |
Total revenues, net | |
| 1,587,433 | | |
| 415,563 | |
Cost of revenue: | |
| | | |
| | |
Cost of service revenue | |
| 62,351 | | |
| 155,188 | |
Cost of product revenue | |
| - | | |
| 275 | |
Total cost of revenues | |
| 62,351 | | |
| 155,463 | |
Gross profit | |
| 1,525,082 | | |
| 260,100 | |
| |
| | | |
| | |
Selling, general and administrative expenses | |
| 1,090,800 | | |
| 575,534 | |
Income (loss) from operations | |
| 434,282 | | |
| (315,434 | ) |
Other income (expense), net | |
| 1,362 | | |
| 2 | |
Income (loss) before provision for income taxes | |
| 435,644 | | |
| (315,432 | ) |
Provision for income taxes | |
| 140,900 | | |
| - | |
Net income (loss) | |
| 294,744 | | |
| (315,432 | ) |
Less: net income (loss) attributable to non-controlling interests | |
| 10,527 | | |
| (34,784 | ) |
Net income (loss) attributable to common stockholders | |
$ | 284,217 | | |
$ | (280,648 | ) |
| |
| | | |
| | |
Comprehensive income (loss): | |
| | | |
| | |
Net income (loss) | |
$ | 294,744 | | |
$ | (315,432 | ) |
Foreign currency translation adjustment | |
| (1,148 | ) | |
| 63,957 | |
Comprehensive income (loss) | |
| 293,596 | | |
| (251,475 | ) |
Less: comprehensive income (loss) attributable to non-controlling interests | |
| 10,598 | | |
| (28,018 | ) |
Comprehensive income (loss) attributable to the common stockholders | |
$ | 282,998 | | |
$ | (223,457 | ) |
| |
| | | |
| | |
Basic and diluted income (loss) per share | |
$ | 0.01 | | |
$ | (0.01 | ) |
Weighted average number of shares outstanding | |
| 30,005,008 | | |
| 30,000,008 | |
The accompanying notes are an integral part
of these consolidated financial statements.
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT
FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2023 AND SEPTEMBER 30, 2022
(UNAUDITED)
| |
Common stock | | |
Additional | | |
| | |
Accumulated Other | | |
Total | | |
Non- | | |
| |
| |
Number of Shares | | |
Amount | | |
Paid-in Capital | | |
Accumulated Deficit | | |
Comprehensive Income | | |
Stockholder’ Deficit | | |
controlling Interest | | |
Total Deficit | |
Balance at June 30, 2022 | |
| 30,000,008 | | |
$ | 30,000 | | |
$ | 6,862,234 | | |
$ | (7,845,991 | ) | |
$ | 24,971 | | |
$ | (928,786 | ) | |
$ | (93,553 | ) | |
$ | (1,022,339 | ) |
Net loss | |
| - | | |
| - | | |
| - | | |
| (280,648 | ) | |
| - | | |
| (280,648 | ) | |
| (34,784 | ) | |
| (315,432 | ) |
Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| 57,191 | | |
| 57,191 | | |
| 6,766 | | |
| 63,957 | |
Balance at September 30, 2022 | |
| 30,000,008 | | |
$ | 30,000 | | |
$ | 6,862,234 | | |
$ | (8,126,639 | ) | |
$ | 82,162 | | |
$ | (1,152,243 | ) | |
$ | (121,571 | ) | |
$ | (1,273,814 | ) |
| |
Common stock | | |
Additional | | |
| | |
Accumulated Other | | |
Total | | |
Non- | | |
| |
| |
Number of
Shares | | |
Amount | | |
Paid-in Capital | | |
Accumulated Deficit | | |
Comprehensive Income | | |
Stockholder’ Deficit | | |
controlling
Interests | | |
Total Deficit | |
Balance at June 30, 2023 | |
| 30,005,008 | | |
$ | 30,005 | | |
$ | 7,246,729 | | |
$ | (7,885,080 | ) | |
$ | 66,389 | | |
$ | (541,957 | ) | |
$ | (28,698 | ) | |
$ | (570,655 | ) |
Net income (loss) | |
| - | | |
| - | | |
| - | | |
| 284,217 | | |
| - | | |
| 284,217 | | |
| 10,527 | | |
| 294,744 | |
Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,219 | ) | |
| (1,219 | ) | |
| 71 | | |
| (1,148 | ) |
Balance at September 30, 2023 | |
| 30,005,008 | | |
$ | 30,005 | | |
$ | 7,246,729 | | |
$ | (7,600,863 | ) | |
$ | 65,170 | | |
$ | (258,959 | ) | |
$ | (18,100 | ) | |
$ | (277,059 | ) |
The accompanying notes are an integral part
of these consolidated financial statements
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
For the Three Months Ended September 30, | |
| |
2023 | | |
2022 | |
Cash Flows from Operating Activities | |
| | | |
| | |
Net income (loss) | |
$ | 294,744 | | |
$ | (315,432 | ) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |
| | | |
| | |
Depreciation | |
| 15,516 | | |
| 18,290 | |
Amortization | |
| - | | |
| 325 | |
Operating lease expense | |
| 2,533 | | |
| 23,373 | |
Loss on disposal of fixed assets | |
| 3,685 | | |
| - | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| (2,073 | ) | |
| - | |
Other receivables | |
| (18,336 | ) | |
| 15,620 | |
Prepayments | |
| (219,754 | ) | |
| 18,864 | |
Inventories | |
| 693 | | |
| 1,035 | |
Due from related parties | |
| (5,073 | ) | |
| (34,390 | ) |
Accounts payable | |
| (303,001 | ) | |
| (25,457 | ) |
Deferred revenue | |
| (98,675 | ) | |
| 73,581 | |
Accrued expenses | |
| (22,989 | ) | |
| (29,680 | ) |
Due to related parties | |
| (75,333 | ) | |
| 28,899 | |
Security deposits | |
| 4,773 | | |
| 156,605 | |
Other payables | |
| (58,172 | ) | |
| 225,101 | |
Payment of operating lease liabilities | |
| - | | |
| (16,069 | ) |
Other current liabilities | |
| 98,293 | | |
| 509 | |
Net cash provided by (used in) operating activities | |
| (383,169 | ) | |
| 141,174 | |
| |
| | | |
| | |
Cash Flows from Investing Activities | |
| | | |
| | |
Purchase of property, plant and equipment | |
| (20,849 | ) | |
| (49,447 | ) |
Purchase of intangible asset | |
| - | | |
| (5,843 | ) |
Net cash used in investing activities | |
| (20,849 | ) | |
| (55,290 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities | |
| | | |
| | |
Proceeds from short-term borrowing from third party | |
| - | | |
| 37,981 | |
Net cash provided by financing activities | |
| - | | |
| 37,981 | |
| |
| | | |
| | |
Effect of exchange rate fluctuation on cash and cash equivalents | |
| (2,714 | ) | |
| (23,768 | ) |
Net increase (decrease) in cash and cash equivalents | |
| (406,732 | ) | |
| 100,097 | |
| |
| | | |
| | |
Cash and cash equivalents, beginning of period | |
| 1,136,562 | | |
| 356,672 | |
Cash and cash equivalents, end of period | |
$ | 729,830 | | |
$ | 456,769 | |
| |
| | | |
| | |
Supplemental disclosure of cash flow information | |
| | | |
| | |
Cash paid for income taxes | |
$ | - | | |
$ | - | |
Cash paid for interest expense | |
$ | - | | |
$ | - | |
The accompanying notes are an integral part
of these consolidated financial statements.
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023
AND SEPTEMBER 30, 2022
(UNAUDITED)
NOTE 1.
NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Longduoduo
Company Limited (“Longduoduo”, together as a group with Longduoduo’s subsidiaries referred to as the “Company”
or “we”) was incorporated in the State of Nevada on October 25, 2021. Initially acting in a principal capacity, the Company
provided customers comprehensive and high-quality preventive healthcare solutions including a wide range of preventive healthcare services,
including disease screening healthcare treatment, healthcare products and other services through a network of third-party healthcare service
providers. In June 2023, the Company began to engage in agent sales of preventive healthcare solutions on behalf of third-party providers
and earn commissions revenue.
On September
21, 2023, the Company implemented a 1-for-10 reverse split of its outstanding common stock, effective at the close of business on September
26, 2023. The accompanying financial statements have been adjusted to retroactively reflect this reverse stock split.
Longduoduo’s
subsidiaries include:
| ● | Longduoduo Company Limited (Hong Kong) (“Longduoduo HK”), which was established on July 26, 2021 under the laws of Hong Kong. On October 26, 2021, Longduoduo issued 30,000,008 shares of its common stock to the original shareholders of Longduoduo HK, in exchange for 100% of the outstanding shares of Longduoduo HK (the “Share Exchange”). |
| ● | Longduoduo Health Technology Company Limited (“Longduoduo Health Technology”), a privately held Limited Company registered in Inner Mongolia, China on August 20, 2020. On August 16, 2021, Longduoduo HK acquired 100% of the ownership of Longduoduo Health Technology from the original shareholders of Longduoduo Health Technology. |
| ● | Inner Mongolia Qingguo Health Consulting Company Limited (“Qingguo”), a privately held Limited Company registered in Inner Mongolia, China on June 18, 2020. On September 8, 2020, Longduoduo Health Technology acquired 90% of the ownership of Qingguo from the original shareholders of Qingguo. |
| ● | Inner Mongolia Rongbin Health Consulting Company Limited (“Rongbin”), a privately held Limited Company registered in Inner Mongolia, China on March 18, 2021. Longduoduo Health Technology has controlled 80% of the ownership of Rongbin since it was established. |
| ● | Inner Mongolia Chengheng Health Consulting Company Limited (“Chengheng”), a privately held Limited Company registered in Inner Mongolia, China on April 9, 2021. Longduoduo Health Technology has controlled 80% of the ownership of Chengheng since it was established. |
| ● | Inner Mongolia Tianju Health Consulting Company Limited (“Tianju”), a privately held Limited Company registered in Inner Mongolia, China on July 5, 2021. Longduoduo Health Technology has controlled 51% of Tianju since inception. |
The transactions
summarized above are treated in the Company’s financial statements as a corporate restructuring (reorganization) of entities under
common control, as each of the seven entities have at all times been under the control of Mr. Zhang Liang. Therefore, in accordance with
ASC 805-50-45-5, the current capital structure has been retroactively presented in prior periods as if such structure existed at that
time, and the entities under common control are presented on a combined basis for all periods. Since all of the subsidiaries were under
common control for all periods presented, the results of these subsidiaries are included in the Company’s financial statements for
all periods presented.
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023
AND SEPTEMBER 30, 2022
(UNAUDITED)
NOTE 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A.
Going concern
The accompanying
consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of business. At September 30, 2023, the Company had negative
working capital of $434,390 and negative stockholders’ equity of $277,059. For the three months ended September 30, 2023 and
September 30, 2022, the Company had net income of $294,744 and net loss of $315,432, respectively. These factors among others raise
substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The financial statements
do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities
that might be necessary should the Company be unable to continue as a going concern.
Management
plans to expand product offerings and to increase its number of customers in order to provide sufficient funds to continue operations
as a going concern. However, there is no assurance that the Company will be successful in accomplishing its plans.
B. Basis
of presentation
The accompanying
consolidated financial statements are expressed in U.S. Dollars and have been prepared on the accrual basis of accounting in accordance
with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
C. Principles
of consolidation
The consolidated
financial statements include the accounts of Longduoduo and its subsidiaries. All significant inter-company accounts and transactions
have been eliminated. The consolidated financial statements include 100% of assets, liabilities, and net income or loss of these
subsidiaries.
Longduoduo’s
subsidiaries as of September 30, 2023 are listed as follows:
Name | |
Place of Incorporation | |
Attributable equity interest % | | |
Authorized
capital | |
Longduoduo Company Limited | |
Hong Kong | |
| 100 | | |
HK$ | 10,000 | |
Longduoduo Health Technology Company Limited | |
China | |
| 100 | | |
| 0 | |
Inner Mongolia Qingguo Health Consulting Company Limited | |
China | |
| 90 | | |
| 0 | |
Inner Mongolia Rongbin Health Consulting Company Limited | |
China | |
| 80 | | |
| 0 | |
Inner Mongolia Chengheng Health Consulting Company Limited | |
China | |
| 80 | | |
| 0 | |
Inner Mongolia Tianju Health Consulting Company Limited | |
China | |
| 51 | | |
| 0 | |
D. Use
of estimates
The preparation
of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenue and expenses during the reporting periods. Management makes these estimates using the best information
available at the time the estimates are made; however, actual results could differ from those estimates. Significant items subject to
such estimates and assumptions include the inventory valuation allowance and the treatment of the shares issued. These estimates are often
based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual
results could differ from these estimates.
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023
AND SEPTEMBER 30, 2022
(UNAUDITED)
E. Functional
currency and foreign currency translation
An entity’s
functional currency is the currency of the primary economic environment in which it operates. Normally that is the currency of the environment
in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency
by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements.
The functional currency of the Company is the Chinese Renminbi (“RMB’), except the functional currency of Longduoduo HK is
the Hong Kong Dollar and the functional currency of Longduoduo is the United States Dollar (“US Dollars” or “$”).
The reporting currency of these consolidated financial statements is in US Dollars.
The financial
statements of Longduoduo’s subsidiaries, which are prepared using the RMB, are translated into the Company’s reporting currency,
the US Dollar. Assets and liabilities are translated using the exchange rate at each reporting period end date. Revenue and expenses are
translated using weighted average rates prevailing during each reporting period, and stockholders’ equity (deficit) is translated
at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive
income or expense.
Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing
at the dates of the transactions. Foreign currency exchange gains and losses resulting from these transactions are included in operations.
The exchange
rates used for foreign currency translation are as follows:
| |
| |
For the Three Months Ended
September 30, |
| |
| |
2023 | |
2022 |
| |
| |
(USD to RMB/USD to
HKD) | |
(USD to RMB/USD to
HKD) |
Assets and liabilities | |
period end exchange rate | |
7.2952/7.8314 | |
7.1128/7.8499 |
Revenue and expenses | |
period weighted average | |
7.2364/7.8243 | |
6.8456/7.8480 |
F. Concentration of credit risk
The Company
maintains cash in state-owned banks in China. In China, the insurance coverage of each bank is RMB500,000 (approximately USD$68,000).
As of September 30, 2023 and June 30, 2023, the Company had $278,897 and $606,483 cash in excess of the insured amount, respectively.
For the
three months ended September 30, 2023, 99.9% of commission revenue was attributable to the Company’s introduction of customers to
a single service provider. For the three months ended September 30, 2022, no customer accounted for more than 10% of revenue.
For the three
months ended September 30, 2023 and 2022, the Company had four major suppliers that accounted for over 10% of its total cost of revenue.
| |
For the Three Months Ended
September 30, 2023 | | |
For the Three Months Ended
September 30, 2022 | |
| |
Cost of revenue | | |
Percentage of Cost of revenue | | |
Cost of revenue | | |
Percentage of Cost of revenue | |
| |
| | |
| | |
| | |
| |
Supplier A | |
$ | 20,406 | | |
| 33 | % | |
$ | 46,250 | | |
| 30 | % |
Supplier B | |
| 19,032 | | |
| 31 | % | |
| 35,391 | | |
| 23 | % |
Supplier C | |
| 15,141 | | |
| 24 | % | |
| 31,876 | | |
| 21 | % |
Supplier D | |
| 5,423 | | |
| 9 | % | |
| 29,721 | | |
| 19 | % |
G. Cash
and cash equivalents
Cash consists
of cash on hand and bank deposits, which are unrestricted as to withdrawal and use. All highly liquid investments with original stated
maturity of three months or less are classified as cash and cash equivalents. Cash equivalents approximate or equal fair value due to
their short-term nature. The Company’s cash and cash equivalents consist of cash on hand and cash in bank as of September 30, 2023
and June 30, 2023.
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023
AND SEPTEMBER 30, 2022
(UNAUDITED)
H. Property
and equipment
Property
and equipment are stated at cost. Expenditures for maintenance and repairs are charged to operations when incurred, while additions and
betterments are capitalized. Depreciation is recorded on a straight-line basis over the useful lives of the assets. When assets are retired
or disposed, the asset’s original cost and related accumulated depreciation are eliminated from those accounts and any gain or loss
is reflected in income.
The Company
capitalizes certain costs associated with the acquisition of software. Once the software is ready for its intended use, these costs are
amortized on a straight-line basis over the software’s expected useful life.
The estimated
useful lives for property and equipment categories are as follows:
Office equipment and furniture | |
| 3 years | |
Leasehold Improvements | |
| 1-5 years | |
I. Intangible
Assets
Intangible
assets consist of software. Intangible assets are initially recognized at their respective acquisition costs. All of the Company’s
intangible assets have been determined to have finite useful lives and are, therefore, amortized using the straight-line method over their
estimated useful lives:
J. Fair
value measurements
The Company
applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Section 820, Fair Value Measurements (“ASC 820”), for fair value measurements of financial assets and financial
liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements.
ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.
Fair value
is defined as the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. In determining the fair value for the assets and liabilities required or permitted to be
recorded, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that
market participants would use when pricing the asset or liability.
ASC 820
establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy
are as follows:
Level
1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level
2: Quoted prices, other than those in Level 1, in markets that are not active, or inputs that are observable, either directly or indirectly,
for substantially the full term of the asset or liability,
Level
3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported
by little or no market activity).
There were
no transfers between level 1, level 2 or level 3 measurements for three months ended September 30, 2023 and 2022.
Financial
assets and liabilities of the Company are primarily comprised of cash and cash equivalents, accounts receivable, net, other receivables,
accounts payable, accrued expenses, due to related parties, security deposits and other payables. As of September 30, 2023 and June 30,
2023, the carrying values of these financial instruments approximated their fair values due to the short-term maturity of these instruments.
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023
AND SEPTEMBER 30, 2022
(UNAUDITED)
K. Segment
information and geographic data
The Company
is operating in one segment in accordance with the accounting guidance in FASB ASC Topic 280, Segment Reporting. The company’s
revenues are from customers in the People’s Republic of China (“PRC”). Substantially all assets of the Company are located
in the PRC.
L. Revenue
recognition
The Company
adopted FASB ASC Section 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sales
of products and services by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations
in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract;
and (5) recognize revenue when each performance obligation is satisfied.
The Company
recognizes revenue when the amount of revenue can be reliably measured, it is probable that economic benefits will flow to the entity,
and specific criteria have been met for each of the Company’s activities as described below.
Service
and Product Revenue
The Company
sells healthcare packages, including healthcare consulting services and healthcare products. Customers may purchase a healthcare services
package, or healthcare services combined with nutritional products. Currently all sales of products are bundled with healthcare services.
The combination of services and products are generally capable of being distinct and accounted for as separate performance obligations.
For the sale of healthcare packages that include services and products, the Company allocates revenues based on their relative selling
prices.
The Company
sells a healthcare service package to a customer, which represents the rights to services purchased by the Company. The delivery of a
healthcare service package to a customer represents a separate performance obligation. The Company’s policy is to recognize service
revenue at that time when the healthcare service package has been sold, ownership and risk of loss have been transferred to the customer,
and the service has been provided. Accordingly, revenue is recognized at the point in time when the service is provided. Service revenue
is recognized when the healthcare service package has been delivered to the customer and there are no remaining performance obligations.
Management
regularly reviews the sales returns and allowances based on historical experience. Any subsequent sales returns and cancellations are
recognized upon notification from the customers. The liability for sales returns and allowances relating to the sale of healthcare service
packages amounted to $5,308 and $15,406 as of September 30, 2023 and June 30, 2023, respectively. Management’s provision
for sales returns and allowances was 1% and 1.85%, respectively, of the total service revenue for the three months ended September
30, 2023 and June 30, 2023.
Product
revenue results from the sale of healthcare and nutritional products, including Collagen peptide, Calcium tablets and other products.
The Company recognizes revenue when the product has been delivered and ownership and risk of loss have been transferred to the customer.
The Company accepts returns provided the products are well packaged and can be resold. Management regularly reviews the sales returns
and allowances based on historical experience. The liability for sales returns and allowances relating to the sale of healthcare products
amounted to $0 and $229 as of September 30, 2023 and June 30, 2023, respectively. Management’s provision for sales returns
and allowances was 0% and 1.26%, respectively, of the total product revenue for the three months ended September 30, 2023 and
2022.
The Company
typically collects fees before delivery of healthcare packages. Amounts received from a customer before the delivery of the healthcare
package are recorded as deferred revenue on the Consolidated Balance Sheets.
Commission
Revenue
Commencing
in the three months ended June 30, 2023, the Company started offering in a sales agent capacity healthcare service and product packages
of a third-party provider. The third party is responsible for fulfillment of the services to the customer and the Company has no performance
commitment or liability to the customer. The Company receives deposits from the customers, remits to the third-party provider the provider’s
contracted amounts, and retains the remaining amounts as commission revenue. The commission revenue is recognized upon acceptance of the
customer contract by the third-party provider and is presented on a net basis in the Statement of Operations and Comprehensive Income
(Loss).
Cost of
Revenues
Cost of
service revenue consists primarily of the cost of healthcare service packages purchased from third party healthcare service providers
to fulfill contracts with customers.
Cost of
product revenue consists primarily of the cost of healthcare products purchased from suppliers. Cost of product revenue is recognized
when the product has been delivered to the customer.
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023
AND SEPTEMBER 30, 2022
(UNAUDITED)
M. Income
taxes
The Company
follows FASB ASC Section 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred
income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and
their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets
to the amount expected to be realized.
ASC 740-10-30
requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under
ASC 740-10-30, tax positions that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent
financial reporting period in which that threshold is met.
The application
of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves
are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings.
Therefore, the actual liability may be materially different from our estimates, which could result in the need to record additional tax
liabilities or potentially reverse previously recorded tax liabilities or the deferred tax asset valuation allowance.
As a result
of the implementation of ASC 740-10, the Company made a comprehensive review of its portfolio of tax positions in accordance with recognition
standards established by ASC 740-10. The Company recognized no material adjustments to liabilities or shareholder’s equity as a
result of the implementation.
N. Earnings
(loss) per share
The Company
computes earnings (loss) per share (“EPS”) in accordance with ASC 260, Earnings Per Share. ASC 260 requires companies
with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average
common shares outstanding during the period.
Diluted
EPS is similar to basic EPS but presents the dilutive effect on a per share basis of contracts to issue common shares (e.g., convertible
securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later.
The computation of diluted EPS includes the estimated impact of the exercise of contracts to purchase common stock using the treasury
stock method and the potential shares of converted common stock associated with the convertible debt using the if-converted method. Potential
common shares that have an anti-dilutive effect (i.e., those that increase earnings per share or decrease loss per share) are excluded
from the calculation of diluted EPS. As of September 30, 2023 and June 30, 2023, the Company was not party to any contract to issue
shares.
O. Recently
adopted accounting pronouncements
We do not
believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the
Company’s consolidated financial position, statements of operations and cash flows.
NOTE 3. PREPAYMENTS
Prepayments
represent payments in advance to suppliers for expenses, equipment, leasing and products. As of September 30, 2023 and June 30, 2023
prepayments were $283,440 and $68,341, respectively.
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023
AND SEPTEMBER 30, 2022
(UNAUDITED)
NOTE
4. PROPERTY AND EQUIPMENT
At September
30, 2023 and June 30, 2023, property and equipment, at cost, consisted of:
| |
September 30, | | |
June 30, | |
| |
2023 | | |
2023 | |
| |
| | |
| |
Office equipment and furniture | |
$ | 219,691 | | |
$ | 204,645 | |
Leasehold improvements | |
| 29,896 | | |
| 72,026 | |
Total | |
| 249,587 | | |
| 276,671 | |
Accumulated depreciation | |
| (92,256 | ) | |
| (123,952 | ) |
Total property and equipment, net | |
$ | 157,331 | | |
$ | 152,719 | |
The Company
recorded depreciation expense of $15,516 for the three months ended September 30, 2023, of which $14,016 was recorded
as operating expense and $1,500 was recorded as cost of revenue.
The Company
recorded depreciation expense of $18,290 for the three months ended September 30, 2022, of which $16,479 was recorded
as operating expense and $1,811 was recorded as cost of revenue.
NOTE
5. RELATED PARTY TRANSACTIONS
Due to
related parties
Due to related
parties consists of the following:
Name of related party | |
September 30,
2023 | | |
June 30,
2023 | |
Zhang Liang | |
$ | 19,368 | | |
$ | 69,419 | |
Zhou Hongxiao | |
| 6,872 | | |
| 35,192 | |
Total | |
$ | 26,240 | | |
$ | 104,611 | |
Zhang Liang
is the President, Chairman of the Board, director and a shareholder of Longduoduo, and Zhou Hongxiao is the CEO of Longduoduo. These advances
due to related parties are unsecured, repayable on demand, and bear no interest.
NOTE
6. INCOME TAXES
United
States
Longduoduo
is subject to the U.S. corporation tax rate of 21%.
Hong
Kong
Longduoduo
HK was incorporated in Hong Kong and is subject to Hong Kong profits tax. Longduoduo HK is subject to Hong Kong taxation on its activities
conducted in Hong Kong and income arising in or derived from Hong Kong. The applicable statutory tax rate is 16.5%. The Company
did not have any income (loss) subject to the Hong Kong profits tax.
China
Longduoduo
Health Technology and subsidiaries are subject to a 25% standard enterprise income tax in the PRC. The Company accrued $140,900 of
PRC income tax for the three months ended September 30, 2023. There was no provision for income taxes for the three months ended September
30, 2022.
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023
AND SEPTEMBER 30, 2022
(UNAUDITED)
A summary
of income (loss) before income taxes for domestic and foreign locations for the three months ended September 30, 2023 and 2022 is as follows:
| |
For the Three Months Ended September 30, | |
| |
2023 | | |
2022 | |
United States | |
$ | (33,376 | ) | |
$ | (57,410 | ) |
Foreign | |
| 469,020 | | |
| (258,022 | ) |
Total Income (loss) before income taxes | |
$ | 435,644 | | |
$ | (315,432 | ) |
The difference
between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows:
| |
For the Three Months Ended September 30, | |
| |
2023 | | |
2022 | |
Income tax (benefit) at USA statutory rate | |
| (21 | )% | |
| (21 | )% |
U.S. valuation allowance | |
| 21 | % | |
| 21 | % |
Income tax (benefit) at USA effective rate | |
| (0 | )% | |
| (0 | )% |
The
difference between the PRC statutory income tax rate and the PRC effective tax rate was as follows:
| |
For the Three Months Ended September 30, | |
| |
2023 | | |
2022 | |
Income tax (benefit) at PRC statutory rate | |
| 25 | % | |
| (25 | )% |
Utilization of net operating loss carry forward | |
| (1 | )% | |
| - | |
PRC valuation allowance | |
| 8 | % | |
| 25 | % |
Other | |
| (2 | )% | |
| - | |
Income tax (benefit) at PRC effective rate | |
| 30 | % | |
| (0 | )% |
For the
three months ended September 30, 2022, the Company did not recognize deferred tax assets since at that time it did not appear more likely
than not that it would realize such deferred taxes. The deferred tax would apply to Longduoduo in the U.S. and Longduoduo Health Technology
and subsidiaries in China.
As of September
30, 2023, Longduoduo Health Technology and its subsidiaries have total net operating loss carry forwards of approximately $496,332 in
the PRC that expire through 2028. Due to the uncertainty of utilizing these carry forwards, the Company provided a 100% allowance
on all deferred tax assets of approximately $124,083 and $87,494 related to its operations in the PRC as of September 30, 2023
and June 30, 2023, respectively. $82,148 of the PRC valuation allowance was applied to taxable income realized in the three months ended
September 30, 2023; the PRC valuation allowance increased by $65,038 for the three months ended September 30, 2022.
The Company
has incurred losses from its United States operations during the three months ended September 30, 2023 of approximately $33,376. The Company’s
United States operations consist solely of ownership of its foreign subsidiaries, and the losses arise from administration expenses. Accordingly,
management provided a 100% valuation allowance of approximately $178,336 and $171,327 against the deferred tax assets related
to the Company’s United States operations as of September 30, 2023 and June 30, 2023, respectively, because the deferred tax benefits
of the net operating loss carry forwards in the United States are not likely to be utilized. The US valuation allowance has increased
by approximately $7,009 and $12,056 for the three months ended September 30, 2023, and 2022, respectively.
The Company
is subject to examination by the Internal Revenue Service (IRS) in the United States as well as by the taxing authorities in China, where
the Company has significant business operations. The table below presents the earliest tax year that remains subject to examination
by major jurisdiction.
|
|
Earliest tax year that
remains subject to examination |
U.S. Federal |
|
June 30, 2021 |
China |
|
June 30, 2020 |
NOTE
7. LEASES
In April
2021, Qingguo entered into an operating cooperation agreement with Hohhot Aihua Traditional Chinese Medicine Hospital. Under the terms
Qingguo was able to use office space (approximately 700 square meters) free of charge during the period between April 1, 2021
to March 31, 2026. On May 27, 2022, the agreement was amended to provide for the lease of this office space under a non-cancellable operating
lease agreement. Under terms of the lease agreement, from May 27, 2022, Qingguo was committed to make lease payments of approximately
$9,295 per year for 1 year.
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023
AND SEPTEMBER 30, 2022
(UNAUDITED)
On July
2, 2022 the Company leased a staff dormitory under a non-cancellable operating lease agreement with a third party, Xi Ling. Under the
terms of the agreement, the Company was committed to make total lease payments of $20,561, or RMB 150,000, with lease payments of
$6,854 per year for the lease period from July 2, 2022 to July 2, 2025. On June 30, 2023, the agreement was terminated.
On
April 4, 2023, Chengheng leased office space (approximately 957 square meters) under an operating lease agreement with Jinrong
Holding (Hainan) Group Co., LTD. Inner Mongolia branch. Under the terms of the agreement, Chengheng is committed to make lease payments
of approximately $19,758 (RMB 144,140) for the period between April 9, 2023 and April 8, 2024.
On
August 31, 2023, Qingguo leased office space (approximately 482 square meters) under an operating lease agreement with Inner
Mongolia Chuangfuhui Enterprise Management Co., Ltd. Under the terms of the agreement, Qingguo is committed to make lease payments of
approximately $30,157 (RMB 220,000) for the period between September 10, 2023 and September 10, 2024.
Leases with
an initial term of 12 months or less are not recorded on the balance sheet. Operating lease cost is recognized as a single lease cost
on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. For lease agreements entered
into or reassessed after the adoption of Topic 842, the Company did not combine lease and non-lease components.
Most leases
do not include options to renew. The exercise of lease renewal options has to be agreed to by the lessors. The depreciable life of assets
and leasehold improvements are limited by the term of leases, unless there is a transfer of title or purchase option reasonably certain
of exercise. Lease expense is recognized on a straight-line basis over the term of the lease. Lease expense related to noncancelable operating
leases was $0 and $23,373 for the three months ended September 30, 2023 and 2022, respectively.
Balance sheet
information related to the Company’s leases is presented below:
|
|
September 30,
2023 |
|
|
June 30,
2023 |
|
Assets |
|
|
|
|
|
|
Operating lease right of use assets |
|
$ |
- |
|
|
$ |
13,470 |
|
Liabilities |
|
|
|
|
|
|
|
|
Operating lease liabilities – current |
|
$ |
- |
|
|
$ |
6,579 |
|
Operating lease liabilities – non-current |
|
|
- |
|
|
|
6,891 |
|
Total Operating lease liabilities |
|
$ |
- |
|
|
$ |
13,470 |
|
As most
of the Company’s leases do not provide an implicit rate, the Company uses 1-5 years borrowing rate from bank of 4.75%
based on the information available at commencement date in determining the present value of lease payments.
As of
September 30, 2023, the remaining minimum lease payments under the above leases (none remaining with an initial term in excess of one
year) are due as follows:
Year ending June 30, 2024 | |
$ | 32,496 | |
Year ending June 30, 2025 | |
| 5,026 | |
Total | |
$ | 37,522 | |
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023
AND SEPTEMBER 30, 2022
(UNAUDITED)
NOTE
8. CONTINGENCIES
Contingencies
Certain
conditions may exist as of the date the consolidated financial statements are issued which may result in a loss to the Company but which
will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such
contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal
proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel
evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought
or expected to be sought.
If the assessment
of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated,
then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential
material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent
liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.
Loss contingencies
considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be
disclosed.
The Company
was not subject to any material loss contingency as of September 30, 2023 and June 30, 2023.
NOTE
9. STOCKHOLDERS’ DEFICIT
On February
20, 2023, the Company issued 5,000 common shares (valued at $384,500) to Kang Liping (Chief Financial Officer of the Company)
as compensation.
On September
21, 2023, the Company filed with the Nevada Secretary of State a Certificate of Change Pursuant to NRS 78.209. The Certificate of Change
provided for a 1-for-10 reverse split of the Registrant’s outstanding common stock effective at the close of business on September
26, 2023. The Certificate of Change did not change the number of authorized shares of Common Stock, which remains 500,000,000 shares.
No fractional shares were issued in connection with the reverse stock split; any fractional shares that resulted from the reverse split
were rounded up to the nearest whole share. The accompanying financial statements have been adjusted to retroactively reflect this reverse
stock split.
NOTE
10. BASIC AND DILUTED EARNINGS PER SHARE
Basic net
income (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income
(loss) per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding
during the period. Potential common shares comprise shares issuable upon the exercise of share-based awards, using the treasury stock
method. The reconciliation of the numerators and denominators of the basic and diluted earnings per share computations is shown as
follows:
| |
For the Three Months Ended September 30, | |
| |
2023 | | |
2022 | |
Numerator: | |
| | |
| |
Net income (loss) attributable to common stockholders | |
$ | 284,217 | | |
$ | (280,648 | ) |
Denominator: | |
| | | |
| | |
Basic and diluted weighted-average number of shares outstanding | |
| 30,005,008 | | |
| 30,000,008 | |
Net income (loss) per share: | |
| | | |
| | |
Basic and diluted | |
$ | 0.01 | | |
$ | (0.01 | ) |
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023
AND SEPTEMBER 30, 2022
(UNAUDITED)
NOTE
11. NON-CONTROLLING INTERESTS
Qingguo,
Chengheng, Rongbin and Tianju are the Company’s majority-owned subsidiaries which are consolidated in the Company’s financial
statements with non-controlling interests recognized. The Company holds 90%, 80%, 80% and 51% interest of Qingguo,
Chengheng, Rongbin and Tianju as of September 30, 2023, respectively.
As of September
30, 2023 and June 30, 2023, the non-controlling interests in the consolidated balance sheet was ($18,100) and ($28,698), respectively.
For
the three months ended September 30, 2023, the comprehensive income attributable to common stockholders and non-controlling interests
were $282,998 and $10,598, respectively.
For
the three months ended September 30, 2022, the comprehensive loss attributable to common stockholders and non-controlling interests were
$223,457 and $28,018, respectively.
NOTE
12. SUBSEQUENT EVENTS
Management
has evaluated subsequent events through the date which the consolidated financial statements were available to be issued. There are no
subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
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 September 30, 2023, 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 shows key components of the
unaudited results of operations during the three months ended September 30, 2023 and 2022:
| |
For the Three Months Ended | | |
| |
| |
September 30, | | |
| |
| |
2023 | | |
2022 | | |
Change | |
| |
(Unaudited) | | |
(Unaudited) | | |
$ | | |
% | |
Total revenue | |
$ | 1,587,433 | | |
$ | 415,563 | | |
$ | 1,171,870 | | |
| 282 | % |
Cost of revenue | |
| 62,351 | | |
| 155,463 | | |
| (93,112 | ) | |
| (60 | )% |
Gross Profit | |
| 1,525,082 | | |
| 260,100 | | |
| 1,264,982 | | |
| 486 | % |
Total operating expenses | |
| 1,090,800 | | |
| 575,534 | | |
| 515,266 | | |
| 90 | % |
Income (loss) from operations | |
| 434,282 | | |
| (315,434 | ) | |
| 749,716 | | |
| (238 | )% |
Other income, net | |
| 1,362 | | |
| 2 | | |
| 1,360 | | |
| 68000 | % |
Income (Loss) before income taxes | |
| 435,644 | | |
| (315,432 | ) | |
| 751,076 | | |
| (238 | )% |
Income tax | |
| 140,900 | | |
| - | | |
| 140,900 | | |
| n/a | |
Net Income (Loss) | |
$ | 294,744 | | |
$ | (315,432 | ) | |
$ | 610,176 | | |
| (193 | )% |
During the three months
ended September 30, 2023, our revenue was total $1,587,433, of which $171,930 was attributable to the sale of healthcare services and
healthcare products, primarily derived from sales of “Immunological Ozonated Autohemotherapy”, “Meridian-regulating
and Consciousness-restoring Iatrotechnics”, “Assay”, “PRP” and other healthcare services. The remaining
$1,415,503 of revenue was commission revenue that arose from a contract the Company made in June 2023 to act as sales agent for a single
healthcare provider. From June of 2023, the Company focused its marketing on the sales of preventive healthcare solutions provided by
our contractor. Since the contractor is responsible for providing all services, we recorded our portion of the customer payments as a
commission on sales of the contractor’s services As of September 30, 2023, we operate through five entities: Longduoduo Health Technology,
Tianju, Qingguo, Rongbin and Chengheng, which are established in Ordos, Ulanqab, Huhhot, Baotou and Ordos, respectively, the four of largest
cities in Inner Mongolia of China.
There is no direct cost
that we incur when we refer a customer to our contractor. Therefore, cost of revenue on our Statements of Operations consists entirely
of the cost we incur when our subsidiaries provide healthcare services for our customers and the cost of purchasing products. During the
three months ended September 30, 2023, our cost of revenue was $62,351, with the result that our gross profit was $1,525,082, a gross
margin of more than 96%. Gross margin at that level was sufficient to operate profitably. However, we realized only $284,217 in income
from operations for the three months ended September 30, 2023 because the Company incurred significant marketing expense in connection
with establishing its brand as a new company. The Company will continue to invest heavily in advertising and promotion expenses in the
near future as it continues to establish and expand its brand and products and services.
Operating expenses consist primarily of advertising
and promotion expenses, salaries and benefits, office expenses, professional fees and depreciation and amortization. Our operating expenses
during the three months ended September 30, 2023 increased by $515,266, primarily attributable to:
| ● | $654,452
in advertising and promotion expenses incurred during the three months ended September 30, 2023, compared to $223,219 recorded during
the three months ended September 30, 2022. |
| ● | $186,651
in salaries and benefit expenses in the three months ended September 30, 2023, compared to $189,990 during the three months ended September
30, 2022. |
| ● | $203,965
in office expenses during the three months ended September 30, 2023, compared to $99,958 during the three months ended September 30,
2022. The increase was mainly attributable to the fact that the growth of business has led to an increase in daily expenses. |
As described above, our net income for the three
months ended September 30, 2023 was $294,744, compared to a net loss of $315,432 for the three months ended September 30, 2022.
Our reporting currency is the U.S. dollar. Our
local currency, the Renminbi (RMB), is our functional currency. Results of operations and cash flow are translated at average exchange
rates during the period being reported upon, and assets and liabilities are translated at the unified exchange rate as quoted by OANDA
on the balance sheet date. Translation adjustments resulting from this process are included in other comprehensive income (loss). For
the three months ended September 30, 2023 and 2022, foreign currency translation adjustments of $(1,148) and $63,957, respectively,
have been reported as other comprehensive income (loss) in the consolidated statement of operations and comprehensive income (loss).
Liquidity and Capital Resources
As of September 30, 2023, the Company had $729,830
in cash and cash equivalents. On the same date, we had a working capital deficit of $434,390, primarily because we had received $487,262
from customers as prepayment for future services and products but used the majority of the deposited sums to pay ongoing expenses and
had only $283,440 in prepayments on our September 30, 2023 balance sheet. Going forward, we will strive to achieve a better balance of
customer deposits and prepayments; but we will achieve that better balance only when profits from operations and funds from financing
are adequate to support the expansion effort that will be necessary for successful operations.
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 and raising additional funds from a public offering and/or debt financing.
We expect Zhang Liang, our President, to continue to provide support in the future, if needed. However, 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, to remain a going concern.
Cash Flows
The following unaudited table summarizes our cash
flows for the three months ended September 30, 2023 and 2022.
| |
For the Three Months Ended September 30, | | |
| |
| |
2023 | | |
2022 | | |
| |
| |
(Unaudited) | | |
(Unaudited) | | |
Change | |
Net cash provided by (used in) operating activities | |
$ | (383,169 | ) | |
$ | 141,174 | | |
$ | 256,177 | |
Net cash used in investing activities | |
| (20,849 | ) | |
| (55,290 | ) | |
| 51,737 | |
Net cash provided by financing activities | |
| - | | |
| 37,981 | | |
| 7,072 | |
Effect of exchange rate fluctuation on cash and cash equivalents | |
| (2,714 | ) | |
| (23,768 | ) | |
| (23,389 | ) |
Net increase (decrease) in cash and cash equivalents | |
| (406,732 | ) | |
| 100,097 | | |
| 291,597 | |
Cash and cash equivalents, beginning of period | |
| 1,136,562 | | |
| 356,672 | | |
| 83,556 | |
Cash and cash equivalents, end of period | |
$ | 729,830 | | |
$ | 456,769 | | |
$ | 375,153 | |
Net Cash Provided by (Used in) Operating Activities
For the three months ended September 30, 2023,
we used $383,169 cash in our operating activities, compared to $141,174 provided by operating activities for the three months ended September
30, 2022. We incurred negative cash flow in the three months ended September 30, 2023, despite recording net income, because we used $219,754
to make prepayments in anticipation of future growth and applied $303,001 to reduce our accounts payable balance. Cash provided by operations
during the three months ended September 30, 2022, notwithstanding our net loss for that period, was primarily due to $230,186 in deposits
that we received plus an increase of $225,101 in our other payables balance.
Net Cash Used in Investing Activities
Net cash used in investing activities for the
three months ended September 30, 2023 was $20,849, compared to $55,290 for the three months ended September 30, 2022. The cash was used
for the purchase of fixed assets and office decoration.
Net Cash Provided by Financing Activities
Net cash provided by financing activities for
the three months ended September 30, 2023 was $nil, compared to $37,981 for the three months ended September 30, 2022 that was the proceeds
of a loan from a third party.
Trends, Events and Uncertainties
There is substantial doubt about our ability to
continue as a going concern as a result of our lack of significant revenues and recurring losses. If we are unable to generate significant
revenue or secure additional financing, we may be required to cease or curtail our operations.
The COVID-19 pandemic has had a significant adverse
impact and created many uncertainties related to our business, and we expect that it will continue to do so. The Company is experiencing
challenges in sales, which have increased the Company’s financial uncertainty. Our future business outlook and expectations are
very uncertain due to the impact of the COVID-19 pandemic and are very difficult to quantify. It is difficult to assess or predict the
impact of this unprecedented event on our business, financial results or financial condition. Factors that will impact the extent to which
the COVID-19 pandemic affects our business, financial results and financial condition include: the duration, spread and severity of the
pandemic; the actions taken to contain the virus or treat its impact, including government actions to mitigate the economic impact of
the pandemic; and how quickly and to what extent normal economic and operating conditions can resume, including whether any future outbreaks
interrupt the economic recovery.
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.
Off-Balance Sheet Arrangements
We do not currently have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.
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 consolidated financial statements included in this annual report.
Item 3. Quantitative and Qualitative Disclosures
about Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management maintains disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
that are designed to provide reasonable assurance that the material information required to be disclosed by us in our periodic reports
filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
Under the supervision and with the participation
of our management team, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure
controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act
of 1934, as amended, as of September 30, 2023. Based on this evaluation, we concluded that our disclosure controls and procedures have
the following material weaknesses:
| ● | The
relatively small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal
control system. |
| ● | Our
internal financial staff lack expertise in identifying and addressing complex accounting issues under U.S. Generally Accepted Accounting
Principles. |
| ● | Our
Chief Financial Officer is not familiar with the accounting and reporting requirements of a U.S. public company. |
| ● | We
have not developed sufficient documentation concerning our existing financial processes, risk assessment and internal controls. |
Based on their evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that the Company’s system of disclosure controls and procedures was not effective
as of September 30, 2023 for the purposes described in this paragraph.
Changes in Internal Control over Financial
Reporting
During the period covered by this report, there
has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially
affect our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may become involved in legal
proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings
that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect
on our business, operating results, financial condition, or cash flows.
Item 1A. Risk Factors.
There have been no material changes from the risk
factors included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023, as filed with the SEC on November
14, 2023.
Item 2. Unregistered Sale of Equity Securities
and Use of Proceeds.
During the quarter ended September 30, 2023, the
Company did not complete any unregistered sales of equity securities.
The Company did not repurchase any of its equity
securities that were registered under Section 12 of the Securities Act during the quarter ended September 30, 2023.
Item 3. Defaults upon Senior Securities.
Not applicable
Item 4. Mine Safety Disclosure
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits
INDEX TO EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LONGDUODUO COMPANY LIMITED
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Zhou Hongxiao |
|
Chief Executive Officer |
|
November 20, 2023 |
Zhou Hongxiao |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Kang Liping |
|
Chief Financial Officer |
|
November 20, 2023 |
Kang Liping |
|
(Principal Financial and Accounting Officer) |
|
|
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In connection with the Quarterly Report of
Longduoduo Company Limited (the “Company”) on Form 10-Q for the period ended September 30, 2023, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Zhou Hongxiao, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:
In connection with the Quarterly Report of Longduoduo
Company Limited (the “Company”) on Form 10-Q for the period ended September 30, 2023, as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Kang Liping, Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: