SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from_____________ to____________
Commission File Number:
(Exact name of registrant as specified in its charter)
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| incorporation or organization) | Identification Number) |
P.R.
Office: +86 (
(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 | ||
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.
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).
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 | ☐ | |
| ☐ | 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
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(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
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As of the date of filing of this
report, there were outstanding
TABLE OF CONTENTS
| Page | ||
| PART I—FINANCIAL INFORMATION | 1 | |
| Item 1 | Financial Statements. | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 2 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 7 |
| Item 4. | Controls and Procedures. | 7 |
| PART II—OTHER INFORMATION | 8 | |
| Item 1. | Legal Proceedings. | 8 |
| Item 1A. | Risk Factors | 8 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 8 |
| Item 3. | Defaults Upon Senior Securities. | 8 |
| Item 4. | Mine Safety Disclosure | 8 |
| Item 5. | Other Information. | 8 |
| Item 6. | Exhibits. | 8 |
i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
1
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Other receivables | ||||||||
| Prepayments | ||||||||
| Due from related parties | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Equity | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Deferred revenue | ||||||||
| Accrued expenses | ||||||||
| Due to related parties | ||||||||
| Operating lease liabilities, current | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities, less current portion | ||||||||
| Total liabilities | ||||||||
| Equity (Deficit): | ||||||||
| Preferred stock; $ | ||||||||
| Common stock; $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total stockholders’ equity attributable to the common stockholders | ||||||||
| Non-controlling interests | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-1
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| For the Three Months Ended December 31, | For the Six Months Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues: | ||||||||||||||||
| Service revenue | $ | $ | $ | $ | ||||||||||||
| Commission revenue | ||||||||||||||||
| Total revenue, net | ||||||||||||||||
| Cost of revenue: | ||||||||||||||||
| Cost of service revenue | ||||||||||||||||
| Total cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| (Loss) income from operations | ( | ) | ( | ) | ||||||||||||
| Other income, net | ||||||||||||||||
| (Loss) income before provision for income taxes | ( | ) | ( | ) | ||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net (loss) income | ( | ) | ( | ) | ||||||||||||
| Less: net (loss) income attributable to non-controlling interests | ( | ) | ( | ) | ||||||||||||
| Net (loss) income attributable to common stockholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Comprehensive income (loss): | ||||||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||
| Comprehensive (loss) income | ( | ) | ( | ) | ||||||||||||
| Less: comprehensive (loss) income attributable to non-controlling interests | ( | ) | ( | ) | ||||||||||||
| Comprehensive (loss) income attributable to the common stockholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Basic and diluted (loss) income per share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted average number of shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-2
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
| Common stock | Additional | Accumulated Other | Total Stockholder’ | Non- | Total | |||||||||||||||||||||||||||
| Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Comprehensive Income | Equity (Deficit) | controlling Interests | Equity (Deficit) | |||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||||
| Net (loss) | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | ( | ) | ||||||||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||||
| Common stock | Additional | Accumulated Other | Total Stockholder’ | Non- | Total | |||||||||||||||||||||||||||
| Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Comprehensive Income | Equity (Deficit) | controlling Interests | Equity (Deficit) | |||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||||
| Net (loss) | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | ( | ) | ||||||||||||||||||||||||||||||
| Net (loss) | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
F-3
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Six Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||||||
| Depreciation & Amortization | ||||||||
| Operating lease expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Other receivables | ( | ) | ||||||
| Prepayments | ( | ) | ( | ) | ||||
| Due from related parties | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Deferred revenue | ( | ) | ||||||
| Accrued expenses | ||||||||
| Due to related parties | ( | ) | ||||||
| Operating lease | ( | ) | ||||||
| Other payables | ( | ) | ||||||
| Other current liabilities | ( | ) | ||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| Cash Flows from Investing Activities | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Effect of exchange rate fluctuation on cash and cash equivalents | ( | ) | ||||||
| Net (decrease) increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest expense | $ | $ | ||||||
| Supplemental disclosure of non-cash activities | ||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(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
On September 21, 2023, the Company implemented
a
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 |
| ● | LDD Technology Limited (“LDD”) was established on March 18, 2024 under the laws of British Virgin Islands. On February 19, 2025, Longduoduo issued |
| ● | LDDJK Hong Kong Limited (“LDDJK”) was established on April 9, 2024 under the laws of Hong Kong. LDD has controlled |
| ● | Beijing Julong Health Consulting Co., Limited (“Julong”) was established in Beijing, China on July 23, 2024. LDDJK has controlled |
| ● | Beijing Yihua Health Consulting Co., Limited (“Yihua”) was established in Beijing, China on March 14, 2024. On January 7, 2025, Julong acquired all the shares held by the original shareholders of Yihua, and controlled |
| ● | 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 |
| ● | 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 |
| ● | 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 |
| ● | 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 |
| ● | 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 |
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 eleven 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.
F-5
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. 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”).
B. 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
LDD Technology Limited was established on March
18, 2024 under the laws of British Virgin Islands. LDD is a holding company with no business operations of its own. On February 19, 2025,
Longduoduo issued
Longduoduo’s subsidiaries as of December 31, 2025 are listed as follows:
| Name | Place of Incorporation | Attributable equity interest % | Authorized capital | |||||||
| Longduoduo Company Limited | HK$ | |||||||||
| LDD Technology Limited | US$ | |||||||||
| LDDJK Hong Kong Limited | HK$ | |||||||||
| Beijing Julong Health Consulting Co., Limited | ||||||||||
| Beijing Yihua Health Consulting Co., Limited | ||||||||||
| Longduoduo Health Technology Company Limited | ||||||||||
| Inner Mongolia Qingguo Health Consulting Company Limited | ||||||||||
| Inner Mongolia Rongbin Health Consulting Company Limited | ||||||||||
| Inner Mongolia Chengheng Health Consulting Company Limited | ||||||||||
| Inner Mongolia Tianju Health Consulting Company Limited | ||||||||||
C. 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.
F-6
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
D. 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 and LDDJK is the Hong Kong Dollar and the functional currency of Longduoduo and LDD 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 and HKD, 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 Six Months Ended December 31, | ||||||||||
| 2025 | 2024 | |||||||||
| (USD to RMB/USD to HKD) | (USD to RMB/USD to HKD) | |||||||||
| Assets and liabilities | period end exchange rate | |||||||||
| Revenue and expenses | period weighted average | |||||||||
E. Concentration of credit risk
The Company
maintains cash in state-owned banks in China. In China, the insurance coverage per account of each bank is RMB
For each
of the six months ended December 31, 2025 and 2024, one customer accounted for
For the six months ended December 31, 2025 and 2024, the Company had one and three major suppliers that each accounted for over 10% of its total cost of revenue.
| For the Six Months Ended December 31, 2025 | For the Six Months Ended December 31, 2024 | |||||||||||||||
| Cost of revenue | Percentage of Cost of revenue | Cost of revenue | Percentage of Cost of revenue | |||||||||||||
| Supplier A | $ | % | $ | % | ||||||||||||
| Supplier B | % | % | ||||||||||||||
| Supplier C | % | % | ||||||||||||||
As of December 31, 2025 and June 30, 2025, the Company had two and three major suppliers that each accounted for over 10% of its total account payable.
| As of December 31, 2025 | As of June 30, 2025 | |||||||||||||||
| Account payable | Percentage of Account payable | Account payable | Percentage of Account payable | |||||||||||||
| Supplier D | $ | % | $ | % | ||||||||||||
| Supplier E | % | % | ||||||||||||||
| Supplier F | % | % | ||||||||||||||
| Supplier G | % | % | ||||||||||||||
| Supplier H | % | % | ||||||||||||||
F-7
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
F. 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 December 31, 2025 and June 30, 2025.
G. 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 | ||||
| Leasehold Improvements |
H. Intangible Assets
Intangible assets consist of software. Intangible
assets are initially recognized at their respective acquisition costs.
| Software |
I. 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 six months ended December 31, 2025 and 2024.
F-8
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
Financial assets and liabilities of the Company are primarily comprised of cash and cash equivalents, other receivables, due from related parties, accounts payable, due to related parties and other payables. As of December 31, 2025 and June 30, 2025, the carrying values of these financial instruments approximated their fair values due to the short-term maturity of these instruments.
J. Segment information and geographic data
The Company is operating in
K. 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 Revenue
The Company sells healthcare service packages to customers, which represent 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 delivery of the healthcare service package has been contracted for, 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 $
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, which are recorded as deferred revenue on the Consolidated Balance Sheets. The Company then 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.
F-9
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
L. 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.
M. 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.
N. 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.
F-10
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
NOTE 3. PREPAYMENTS
Prepayments
primarily include prepaid expenses, equipment, leasing and advances to suppliers. As of December 31, 2025 and June 30, 2025 prepayments
were $
NOTE 4. PROPERTY AND EQUIPMENT
As of December 31, 2025 and June 30, 2025, property and equipment, at cost, consisted of:
| December 31, | June 30, | |||||||
| 2025 | 2025 | |||||||
| Office equipment and furniture | $ | $ | ||||||
| Leasehold improvements | ||||||||
| Total | ||||||||
| Accumulated depreciation | ||||||||
| Total property and equipment, net | $ | $ | ||||||
The Company recorded depreciation expense of $
The Company recorded depreciation expense of $
The Company disposed of fully depreciated assets
with a total value of $
NOTE 5. RELATED PARTY TRANSACTIONS
Due from related parties
Due from related parties consists of the following:
| Name of related party | December 31, 2025 | June 30, 2025 | ||||||
| Zhou Hongxiao | $ | $ | ||||||
| Total | $ | $ | ||||||
Zhou Hongxiao is the CEO of the Company. The amount receivable from related parties was unsecured, repayable on demand, and bore no interest.
Due to related parties
Due to related parties consists of the following:
| Name of related party | December 31, 2025 | June 30, 2025 | ||||||
| Zhang Liang | $ | $ | ||||||
| Xu Huibo | ||||||||
| Total | $ | $ | ||||||
Mr. Zhang Liang controls approximately
Xu Huibo is the President and Chairman of the Company. These advances due to related parties are unsecured, repayable on demand, and bear no interest.
F-11
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
NOTE 6. INCOME TAXES
United States
Longduoduo
is subject to the U.S. corporation tax rate of
British Virgin Islands
The Company’s subsidiary, LDD, is incorporated in the BVI and is not subject to tax on income or capital gain. In addition, payments of dividends by LDD to its shareholders are not subject to withholding tax in the BVI.
Hong Kong
Longduoduo
HK and LDDJK are incorporated in Hong Kong and are subject to Hong Kong profits tax. Each of them is subject to Hong Kong taxation
on its activities conducted in Hong Kong and income arising in or derived from Hong Kong. From the year of assessment, 2019/2020, onwards,
Hong Kong profits tax rates are
China
Julong and
its subsidiaries are subject to a
A summary of income (loss) before income taxes for domestic and foreign locations for the three and six months ended December 31, 2025 and 2024 is as follows:
| For the Three Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| United States | $ | ( | ) | $ | ( | ) | ||
| Foreign | ( | ) | ||||||
| (Loss) income before income taxes | $ | ( | ) | $ | ||||
| For the Six Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| United States | $ | ( | ) | $ | ( | ) | ||
| Foreign | ( | ) | ||||||
| (Loss) income before income taxes | $ | ( | ) | $ | ||||
F-12
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows:
| For the Six Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Income tax (benefit) at USA statutory rate | % | % | ||||||
| U.S. valuation allowance | ( | )% | ( | )% | ||||
| Income tax (benefit) at USA effective rate | % | % | ||||||
The difference between the PRC statutory income tax rate and the PRC effective tax rate was as follows:
| For the Six Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Income tax (benefit) at PRC statutory rate | % | % | ||||||
| Utilization of net operating loss carry forward | % | ( | )% | |||||
| Tax preference | ( | )% | ( | )% | ||||
| PRC valuation allowance | ( | )% | - | % | ||||
| Income tax (benefit) at PRC effective rate | ( | )% | % | |||||
The Company did not recognize deferred tax assets since it is not more likely than not that it will realize such deferred taxes. The deferred tax would apply to Longduoduo in the U.S. and Julong and subsidiaries in China.
As of December 31,
2025, Julong and its subsidiaries had total net operating loss carry forwards of approximately $
The Company incurred losses from its United States
operations during the six months ended December 31, 2025 of approximately $
F-13
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
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.
| Earliest tax year that remains subject to examination | ||
| U.S. Federal | ||
| China |
NOTE 7. LEASES
On April 1 of 2024, Tianju leased office space
(approximately
On August 14, 2024, Qingguo leased office space
(approximately
On November 20, 2024, Chengheng leased an office
space (approximately
On March 11 of 2025, Longduoduo Health Technology
leased office space (approximately
On August 8, 2025, Chengheng leased an office
space (approximately
On July 20, 2025, Rongbin leased office space
(approximately
On August 20, 2025, Rongbin leased office space
(approximately
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 $
Balance sheet information related to the Company’s leases is presented below:
| December 31, 2025 | June 30, 2025 | |||||||
| Assets | ||||||||
| Operating lease right of use assets | $ | $ | ||||||
| Liabilities | ||||||||
| Operating lease liabilities – current | $ | $ | ||||||
| Operating lease liabilities – non-current | ||||||||
| Total Operating lease liabilities | $ | $ | ||||||
F-14
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
As most of the Company’s leases do not provide
an implicit rate, the Company uses the
Maturities of lease liabilities are as follows:
| For the years ending December 31: | ||||
| 2026 | $ | |||
| 2027 | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total lease liabilities | $ | |||
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 December 31, 2025 or June 30, 2025.
NOTE 9. STOCKHOLDERS’ EQUITY
On September 21, 2023, the Company filed with
the Nevada Secretary of State a Certificate of Change Pursuant to NRS
Share exchange under common control
On February 19, 2025, Longduoduo issued
F-15
LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
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.
| For the Three Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Numerator: | ||||||||
| Net income (loss) attributable to common stockholders | $ | ( | ) | $ | ||||
| Denominator: | ||||||||
| Basic and diluted weighted-average number of shares outstanding | ||||||||
| Net income (loss) per share: | ||||||||
| Basic and diluted | $ | ( | ) | $ | ||||
| For the Six Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Numerator: | ||||||||
| Net income (loss) attributable to common stockholders | $ | ( | ) | $ | ||||
| Denominator: | ||||||||
| Basic and diluted weighted-average number of shares outstanding | ||||||||
| Net income (loss) per share: | ||||||||
| Basic and diluted | $ | ( | ) | $ | ||||
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. As of December 31, 2025, the Company held
As of December
31, 2025 and June 30, 2025, the values of the non-controlling interests in the consolidated balance sheet were $
For the
three months ended December 31, 2025, the comprehensive loss attributable to common stockholders and non-controlling interests were $
For the
three months ended December 31, 2024, the comprehensive income attributable to common stockholders and non-controlling interests were
$
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.”
F-16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Application of Critical Accounting Policies
The discussion and analysis of the Company’s financial condition and results of operations is based upon its condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These items are monitored and analyzed by management for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.
In connection with the preparation of our financial statements for the three months ended December 31, 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
Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
The following table shows key components of the unaudited results of operations during the three months ended December 31, 2025 and 2024:
| For the Three Months Ended | ||||||||||||||||
| December 31, | ||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||
| (Unaudited) | (Unaudited) | $ | % | |||||||||||||
| Total revenue | $ | 345,265 | $ | 1,775,495 | $ | (1,430,230 | ) | (81 | )% | |||||||
| Cost of revenue | 5,271 | 28,781 | (23,510 | ) | (82 | )% | ||||||||||
| Gross Profit | 339,994 | 1,746,714 | (1,406,720 | ) | (81 | )% | ||||||||||
| Total operating expenses | 619,187 | 1,144,140 | (524,953 | ) | (46 | )% | ||||||||||
| (Loss) income from operations | (279,193 | ) | 602,574 | (881,767 | ) | (146 | )% | |||||||||
| Other income, net | 4,968 | 5,421 | (453 | ) | (8 | )% | ||||||||||
| (Loss) income before income taxes | (274,225 | ) | 607,995 | (882,220 | ) | (145 | )% | |||||||||
| Income tax | 20 | 106,396 | (106,376 | ) | (100 | )% | ||||||||||
| Net (loss) income | $ | (274,245 | ) | $ | 501,599 | $ | (775,844 | ) | (155 | )% | ||||||
2
During the three months ended December 31, 2025, our total revenue was $345,265, of which $4,103 was attributable to the sale of healthcare services, primarily derived from sales of “Immunological Ozonated Autohemotherapy”, “Meridian-regulating and Consciousness-restoring Iatrotechnics”, “Assay”, “PRP” and other healthcare services. The remaining $341,162 of revenue was attributable to commissions earned by the Company from its service as sales agent for Inner Mongolia Honghai Health Management Co., Ltd. (“Honghai”). In June of 2023, the Company began to engage in the sales agent business and focused on the sales of preventive healthcare solutions administered by Honghai, with whom we have a Sales Agency Agreement. As of December 31, 2025, we operate through five entities: Longduoduo Health Technology, Tianju, Qingguo, Rongbin, Chengheng which are established in Huhhot, Ulanqab, Huhhot, Baotou, Ordos, respectively, which include four of the largest cities in Inner Mongolia, China.
Quarter to quarter revenue fell by 81% as compared with the operating revenue of $1,775,495 for the three months ended December 31, 2024. One important factor influencing revenue in the recent quarter is the impact of the economic environment. The prevailing economic environment, characterized by waning confidence in economic prospects, has compelled consumers to adopt significantly more cautious spending behavior, curtailing discretionary expenditures. Management believes that the government has recently introduced policies to promote economic recovery, but it may take some time for the situation to truly improve. Meanwhile, as we wait for the economy to revive, the Company is implementing plans to improve its operations by adjusting its operational policies.
Cost of revenue relates solely to our service revenue, and mainly consists of our payments to the third-party healthcare service providers who perform healthcare services for our customers. During the three months ended December 31, 2025, our cost of revenue was $5,271, with our gross loss from service revenue was $1,168 (a gross margin of -28%). Healthcare service volume remained limited this quarter, with equipment depreciation of $2,329, our gross margin turned negative. By comparison, our gross profit from service revenue for the three months ended December 31, 2024 was $13,540, representing 32% of service revenue for that quarter.
When our net service revenue in the three months ended December 31, 2025 was combined with commission revenue (for which there is no cost of revenue), we achieved gross profit of $339,994. However, we realized a $279,193 loss from operations for the three months ended December 31, 2025 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.
Our operating expenses consist primarily of advertising and promotion expenses, salaries and benefits, office expenses, professional fees and depreciation. Our operating expenses during the three months ended December 31, 2025 decreased by $524,953, primarily attributable to:
| ● | $254,500 in advertising and promotion expenses incurred in the three months ended December 31, 2025, compared to $769,526 recorded in the three months ended December 31, 2024. | |
| ● | $138,302 in salaries and benefits expenses in the three months ended December 31, 2025, compared to $154,344 in the three months ended December 31, 2024. |
| ● | $154,588 in office expenses incurred during the three months ended December 31, 2025, compared to $128,358 recorded during the three months ended December 31, 2024. |
| ● | $20,648 in professional fees in the three months ended December 31, 2025, compared to $26,700 in recorded in the three months ended December 31, 2024. In both cases, the expense was primarily related to the costs incurred by the Company to establish and sustain its status as an SEC-reporting company in the United States. |
Our net loss for the three months ended December 31, 2025 was $274,245, compared to a net income of $501,599 for the three months ended December 31, 2024.
Our reporting currency is the U.S. dollar. Our functional currency is the local currency, which is the Renminbi (RMB) for our Chinese subsidiaries, the Hong Kong Dollar (HKD) for our Hong Kong subsidiaries, and the U.S. Dollar (USD) for our BVI subsidiary. Results of operations and cash flow for RMB and HKD 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 December 31, 2025 and 2024, foreign currency translation adjustments of $33,434 and $(62,057), respectively, were recognized in other comprehensive income (loss) within the consolidated statements of operations and comprehensive income (loss).
3
Six Months Ended December 31, 2025 Compared to Six Months Ended December 31, 2024
The following table shows key components of the unaudited results of operations during the six months ended December 31, 2025 and 2024:
| For the Six Months Ended | ||||||||||||||||
| December 31, | ||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||
| (Unaudited) | (Unaudited) | $ | % | |||||||||||||
| Total revenue | $ | 1,004,029 | $ | 2,544,567 | $ | (1,540,538 | ) | (61 | )% | |||||||
| Cost of revenue | 11,981 | 61,057 | (49,076 | ) | (80 | )% | ||||||||||
| Gross Profit | 992,048 | 2,483,510 | (1,491,462 | ) | (60 | )% | ||||||||||
| Total operating expenses | 1,355,655 | 1,943,012 | (587,357 | ) | (30 | )% | ||||||||||
| (Loss) income from operations | (363,607 | ) | 540,498 | (904,105 | ) | (167 | )% | |||||||||
| Other income, net | 45,294 | 8,173 | (37,121 | ) | (454 | )% | ||||||||||
| (Loss) income before income taxes | (318,313 | ) | 548,671 | (866,984 | ) | (158 | )% | |||||||||
| Income tax | 67,114 | 106,576 | (39,462 | ) | (37 | )% | ||||||||||
| Net (loss) income | $ | (385,427 | ) | $ | 442,095 | $ | (827,522 | ) | (187 | )% | ||||||
During the six months ended December 31, 2025, our total revenue was $1,004,029, of which $9,709 was attributable to the sale of healthcare services, primarily derived from sales of “Immunological Ozonated Autohemotherapy”, “Meridian-regulating and Consciousness-restoring Iatrotechnics”, “Assay”, “PRP” and other healthcare services. The remaining $994,320 of revenue was attributable to commissions earned by the Company from its service as sales agent for Inner Mongolia Honghai Health Management Co., Ltd. (“Honghai”). In June of 2023, the Company began to engage in the sales agent business and focused on the sales of preventive healthcare solutions administered by Honghai, with whom we have a Sales Agency Agreement. As of December 31, 2025, we operate through five entities: Longduoduo Health Technology, Tianju, Qingguo, Rongbin, Chengheng which are established in Huhhot, Ulanqab, Huhhot, Baotou, Ordos, respectively, which include four of the largest cities in Inner Mongolia, China.
Period to period revenue fell by 61% as compared with the operating revenue of $2,544,567 for the six months ended December 31, 2024. Important factor influencing revenue in the recent quarter is the impact of the economic environment. The prevailing economic environment, characterized by waning confidence in economic prospects, has compelled consumers to adopt significantly more cautious spending behavior, curtailing discretionary expenditures. Management believes that the government has recently introduced policies to promote economic recovery, but it may take some time for the situation to truly improve. Meanwhile, as we wait for the economy to revive, the Company is implementing plans to improve its operations by adjusting its operational policies.
Cost of revenue relates solely to our service revenue, and mainly consists of our payments to the third-party healthcare service providers who perform healthcare services for our customers. During the six months ended December 31, 2025, our cost of revenue was $11,981, with our gross loss from service revenue was $2,272 (a gross margin of -23%). Healthcare service volume remained limited this quarter; with equipment depreciation of $4,773, our gross margin turned negative. By comparison, our gross profit from service revenue for the six months ended December 31, 2024 was $27,859, representing 31% of service revenue for that quarter.
When our net service revenue in the six months ended December 31, 2025 was combined with commission revenue (for which there is no cost of revenue), we achieved gross profit of $992,048. However, we realized a $363,607 loss from operations for the six months ended December 31, 2025 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.
4
Our operating expenses consist primarily of advertising and promotion expenses, salaries and benefits, office expenses, professional fees and depreciation. Our operating expenses during the six months ended December 31, 2025 decreased by $587,357, primarily attributable to:
| ● | $568,981 in advertising and promotion expenses incurred in the six months ended December 31, 2025, compared to $1,078,436 recorded in the six months ended December 31, 2024. | |
| ● | $273,731 in salaries and benefits expenses in the six months ended December 31, 2025, compared to $289,665 in the six months ended December 31, 2024. |
| ● | $299,310 in office expenses incurred during the six months ended December 31, 2025, compared to $336,981 recorded during the six months ended December 31, 2024. The decrease was primarily attributable to a tactical decision by Management to reduce additional administrative services. |
| ● | $113,902 in professional fees in the six months ended December 31, 2025, compared to $131,700 in recorded in the six months ended December 31, 2024. In both cases, the expense was primarily related to the costs incurred by the Company to establish and sustain its status as an SEC-reporting company in the United States. |
Our net loss for the six months ended December 31, 2025 was $385,427, compared to a net income of $442,095 for the six months ended December 31, 2024.
Our reporting currency is the U.S. dollar. Our functional currency is the local currency, which is the Renminbi (RMB) for our Chinese subsidiaries, the Hong Kong Dollar (HKD) for our Hong Kong subsidiaries, and the U.S. Dollar (USD) for our BVI subsidiary. Results of operations and cash flow for RMB and HKD 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 six months ended December 31, 2025 and 2024, foreign currency translation adjustments of $47,320 and $(15,068), respectively, were recognized in other comprehensive income (loss) within the consolidated statements of operations and comprehensive income (loss).
Liquidity and Capital Resources
As of December 31, 2025, the Company held $1,543,479 in cash and cash equivalents, yet working capital was only $634,590. This divergence primarily reflects our use of customer prepayments to fund operations: of the $684,337 in deferred revenue, most was applied to ongoing expenses, leaving just $151,595 in prepayments on the 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 majority shareholder, 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.
5
Cash Flows
The following unaudited table summarizes our cash flows for the six months ended December 31, 2025 and 2024.
| For the Six Months Ended December 31, | ||||||||||||
| 2025 | 2024 | |||||||||||
| (Unaudited) | (Unaudited) | Change | ||||||||||
| Net cash (used in) provided by operating activities | $ | (105,572 | ) | $ | 280,261 | $ | (385,833 | ) | ||||
| Net cash used in investing activities | (30,088 | ) | (56,306 | ) | 26,218 | |||||||
| Effect of exchange rate fluctuation on cash and cash equivalents | 36,418 | (8,964 | ) | 45,382 | ||||||||
| Net (decrease) increase in cash and cash equivalents | (99,242 | ) | 214,991 | (314,233 | ) | |||||||
| Cash and cash equivalents, beginning of period | 1,642,721 | 1,404,042 | 238,679 | |||||||||
| Cash and cash equivalents, end of period | $ | 1,543,479 | $ | 1,619,033 | $ | (75,554 | ) | |||||
Net Cash Used in Operating Activities
For the six months ended December 31, 2025, we used $105,572 cash in our operating activities, compared to $280,261 provided by operating activities for the six months ended December 31, 2024. During the six months ended December 31, 2025, cash used in operations was lower than the $385,427 net loss, chiefly because customer deposits for future services rose by $334,494.
Net Cash Used in Investing Activities
Net cash used in investing activities for the six months ended December 31, 2025 was $30,088, compared to $56,306 for the six months ended December 31, 2024. In both periods, the cash was used for the purchase of fixed assets and office decoration.
Trends, Events and Uncertainties
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 of 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.
6
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.
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 December 31, 2025. 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 December 31, 2025 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.
7
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, 2025, as filed with the SEC on September 26, 2025.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
During the quarter ended December 31, 2025, the Company did not complete any unregistered sales of equity securities that was not reported in a Current Report on Form 8-K.
The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Act during the quarter ended December 31, 2025.
Item 3. Defaults upon Senior Securities.
Not applicable
Item 4. Mine Safety Disclosure
Not applicable.
Item 5. Other Information.
During the quarter ended December 31, 2025, no
director or officer
Item 6. Exhibits
INDEX TO EXHIBITS
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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 | February 9, 2026 | ||
| Zhou Hongxiao | (Principal Executive Officer) | |||
| /s/ Kang Liping | Chief Financial Officer | February 9, 2026 | ||
| Kang Liping | (Principal Financial and Accounting Officer) |
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