Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

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, 2024

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: 0-56615

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)

G3-5-8016 Shui'an Town, Ruyi Headquarters Base

Hohhot Economic Development Zone

Inner Mongolia 010000

P.R. 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 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 30,005,016 shares of the issuer's common stock, par value $0.001 per share.

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.	5
Item 4.	Controls and Procedures.	5
	PART II-OTHER INFORMATION	6
Item 1.	Legal Proceedings.	6
Item 1A.	Risk Factors	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	6
Item 3.	Defaults Upon Senior Securities.	6
Item 4.	Mine Safety Disclosure	6
Item 5.	Other Information.	6
Item 6.	Exhibits.	6

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

	Page
Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and June 30, 2024	F-1
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended September 30, 2024 and 2023 (Unaudited)	F-2
Consolidated Statements of Changes in Shareholders' Equity (Deficit) for the Three Months Ended September 30, 2024 and 2023 (Unaudited)	F-3
Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2024 and 2023 (Unaudited)	F-4
Notes to Consolidated Financial Statements (Unaudited)	F-5 - F-15

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

		September 30, 2024			June 30, 2024
		(Unaudited)
Assets
Current Assets:
Cash and cash equivalents		$	849,840			$	1,404,042
Other receivables			201,248				131,376
Prepayments			162,593				124,427
Total current assets			1,213,681				1,659,845
Property and equipment, net			392,409				353,486
Right-of-use assets			47,354				50,070
Total assets		$	1,653,444			$	2,063,401
Liabilities and Equity
Current Liabilities:
Accounts payable		$	168,461			$	358,613
Deferred revenue			608,106				713,360
Accrued expenses			41,810				50,107
Due to related parties			2,299				2,233
Other payables			25,682				35,660
Operating lease liabilities, current			18,431				17,618
Other current liabilities			1,160				86,645
Total current liabilities			865,949				1,264,236
Operating lease liabilities, less current portion			19,159				18,314
Total liabilities			885,108				1,282,550
Equity (Deficit):
Preferred stock; $0.001 par value, 30,000,000 shares authorized, noshares issued and outstanding at September 30, 2024 and June 30, 2024			-				-
Common stock; $0.001 par value, 500,000,000 shares authorized; 30,005,016 shares issued and outstanding at September 30, 2024 and June 30, 2024, respectively			30,005				30,005
Additional paid-in capital			7,246,729				7,246,729
Accumulated deficit			(6,686,935	)			(6,629,632	)
Accumulated other comprehensive income			99,627				55,413
Total stockholders' equity			689,426				702,515
Non-controlling interests			78,910				78,336
Total stockholders' equity attributable to the common stockholders			768,336				780,851
Total liabilities and equity		$	1,653,444			$	2,063,401

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,
		2024			2023
Revenues:
Service revenue		$	46,595			$	171,930
Commission revenue			722,477				1,415,503
Total revenues, net			769,072				1,587,433
Cost of revenue:
Cost of service revenue			32,276				62,351
Total cost of revenues			32,276				62,351
Gross profit			736,796				1,525,082
Selling, general and administrative expenses			798,872				1,090,800
Income (loss) from operations			(62,076	)			434,282
Other income (expense), net			2,752				1,362
Income (loss) before provision for income taxes			(59,324	)			435,644
Provision for income taxes			180				140,900
Net income (loss)			(59,504	)			294,744
Less: net income (loss) attributable to non-controlling interests			(2,201	)			10,527
Net income (loss) attributable to common stockholders		$	(57,303	)		$	284,217
Comprehensive income (loss):
Net income (loss)		$	(59,504	)		$	294,744
Foreign currency translation adjustment			46,989				(1,148	)
Comprehensive income (loss)			(12,515	)			293,596
Less: comprehensive income (loss) attributable to non-controlling interests			574				10,598
Comprehensive income (loss) attributable to the common stockholders		$	(13,089	)		$	282,998
Basic and diluted income (loss) per share		$	(0.002	)		$	0.01
Weighted average number of shares outstanding			30,005,016				30,005,008

The accompanying notes are an integral part of these consolidated financial statements.

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND SEPTEMBER 30, 2023

(UNAUDITED)

		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	)

		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			30,005,016			$	30,005			$	7,246,729			$	(6,629,632	)		$	55,413			$	702,515			$	78,336			$	780,851
Net income (loss)			-				-				-				(57,303	)			-				(57,303	)			(2,201	)			(59,504	)
Foreign currency translation adjustment			-				-				-				-				44,214				44,214				2,775				46,989
Balance at September 30, 2024			30,005,016			$	30,005			$	7,246,729			$	(6,686,935	)		$	99,627			$	689,426			$	78,910			$	768,336

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,
		2024			2023
Cash Flows from Operating Activities
Net income (loss)		$	(59,504	)		$	294,744
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation			29,998				15,516
Amortization			-				-
Operating lease expense			12,463				2,533
Loss on disposal of fixed assets			-				3,685
Changes in operating assets and liabilities:
Accounts receivable			-				(2,073	)
Other receivables			(63,809	)			(18,336	)
Prepayments			(44,204	)			(219,754	)
Inventories			-				693
Due from related parties			44,390				(5,073	)
Accounts payable			(198,911	)			(303,001	)
Deferred revenue			(128,263	)			(98,675	)
Accrued expenses			(9,895	)			(22,989	)
Due to related parties			(19,440	)			(75,333	)
Security deposits			-				4,773
Other payables			(11,031	)			(58,172	)
Other current liabilities			(86,792	)			98,293
Net cash used in operating activities			(534,998	)			(383,169	)
Cash Flows from Investing Activities
Purchase of property, plant and equipment			(56,431	)			(20,849	)
Net cash used in investing activities			(56,431	)			(20,849	)
Cash Flows from Financing Activities
Proceeds from short-term borrowing from third party			-				-
Net cash provided by financing activities			-				-
Effect of exchange rate fluctuation on cash and cash equivalents			37,227				(2,714	)
Net increase (decrease) in cash and cash equivalents			(554,202	)			(406,732	)
Cash and cash equivalents, beginning of period			1,404,042				1,136,562
Cash and cash equivalents, end of period		$	849,840			$	729,830
Supplemental disclosure of cash flow information
Cash paid for income taxes		$	180			$	-
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, 2024 AND SEPTEMBER 30, 2023

(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. Acting in a principal capacity, the Company provides 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 a third-party provider 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 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 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 has 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, 2024 AND SEPTEMBER 30, 2023

(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 June 30, 2023, the Company had cash of $1,136,562, negative working capital of $733,781, and a stockholders' deficit of $570,655. For the year ended June 30, 2023, the Company had net income of $21,085. The Company's independent auditor included a going concern emphasis paragraph in its audit report for the years ended June 30, 2023 and June 30, 2022.

Commencing in the last quarter of the fiscal year ended June 30, 2023, the Company changed its business plan to focus on resale of health care services offered by its contractor. The benefits of the change were promptly realized. At June 30, 2024, the Company had cash of $1,404,042, working capital of $395,609, and stockholders' equity of $780,851. For the years ended June 30, 2024, the Company had net income of $1,363,278. As a result of the improved results, the Company's independent auditor did not include a going concern emphasis paragraph in its audit report for the year ended June 30, 2024. Although we cannot guarantee that we will continue to achieve profits in our operations, the initial results of the change in our business plan have reduced our doubts concerning the ability of the Company to continue as a going concern.

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, 2024 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, 2024 AND SEPTEMBER 30, 2023

(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.

				For the Three Months Ended September 30,
				2024			2023
				(RMB/HKD to USD)			(RMB/HKD to USD)
Assets and liabilities		period end exchange rate			7.0149/7.7702				7.2952/7.8314
Revenue and expenses		period weighted average			7.1614/7.7992				7.2364/7.8243

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$71,000). As of September 30, 2024 and June 30, 2024, the Company had $361,360 and $826,853 cash in excess of the insured amount, respectively.

For each of the three months ended September 30, 2024 and 2023, one customer accounted for 99.9% of commission revenue.

For the three months ended September 30, 2024 and 2023, the Company had three major suppliers that each accounted for over 10% of its total cost of revenue.

		For the Three Months Ended September 30, 2024			For the Three Months Ended September 30, 2023
		Cost of revenue			Percentage of Cost of revenue			Cost of revenue			Percentage of Cost of revenue
Supplier A		$	13,167				43	%		$	20,406				33	%
Supplier B			11,429				37	%			19,032				31	%
Supplier C			4,031				13	%			15,141				24	%

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, 2024 and June 30, 2024.

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND SEPTEMBER 30, 2023

(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:

Software

3 years

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 the years ended June 30, 2024 and 2023.

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND SEPTEMBER 30, 2023

(UNAUDITED)

Financial assets and liabilities of the Company are primarily comprised of cash and cash equivalents, other receivables, accounts payable, accrued expenses, due to related parties, loan from third party, security deposits and other payables. As of June 30, 2024 and 2023, the carrying values of these financial instruments approximated their fair values due to the short-term maturity of these instruments.

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 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 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 $899 and $923 as of September 30, 2024 and June 30, 2024, respectively. Management's provision for sales returns and allowances was 1.39% and 1.13%, respectively, of the total service revenue for the three months ended September 30, 2024 and 2023

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, 2024 AND SEPTEMBER 30, 2023

(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 June 30, 2024 and 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.

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND SEPTEMBER 30, 2023

(UNAUDITED)

NOTE 3. PREPAYMENTS

Prepayments represent payments in advance to suppliers for expenses, equipment, leasing and products. As of September 30, 2024 and June 30, 2024 prepayments were $162,593 and $124,427, respectively.

NOTE 4. PROPERTY AND EQUIPMENT

At September 30, 2024 and June 30, 2024, property and equipment, at cost, consisted of:

		September 30,			June 30,
		2024			2024
Office equipment and furniture		$	505,824			$	461,562
Leasehold improvements			71,932				40,506
Total			577,756				502,068
Accumulated depreciation			185,347				148,582
Total property and equipment, net		$	392,409			$	353,486

The Company recorded depreciation expense of $29,998 for the three months ended September 30, 2024, of which $27,624 was recorded as operating expense and $2,374 was recorded as cost of revenue.

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.

NOTE 5. RELATED PARTY TRANSACTIONS

Due to related parties

Due to related parties consists of the following:

Name of related party		September 30, 2024			June 30, 2024
Zhang Liang		$	2,299			$	2,233
Total		$	2,299			$	2,233

Until November 29, 2023, Zhang Liang was the President and Chairman of the Board of Longduoduo. Mr. Zhang Liang controls approximately 51% of Longduoduo's issued and outstanding common stock. 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.

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND SEPTEMBER 30, 2023

(UNAUDITED)

China

Longduoduo Health Technology and subsidiaries are subject to a 25% standard enterprise income tax in the PRC. The Company accrued $180 and $140,900 of PRC income tax for the three months ended September 30, 2024 and 2023.

A summary of income (loss) before income taxes for domestic and foreign locations for the three months ended September 30, 2024 and 2023 is as follows:

		For the Three Months Ended September 30,
		2024			2023
United States		$	(109,772	)		$	(33,376	)
Foreign			50,448				469,020
Total Income (loss) before income taxes		$	(59,324	)		$	435,644

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,
		2024			2023
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,
		2024			2023
Income tax (benefit) at PRC statutory rate			25	%			25	%
Utilization of net operating loss carry forward			0	%			(1	)%
PRC valuation allowance			(25	)%			8	%
Other			0	%			(2	)%
Income tax (benefit) at PRC effective rate			0	%			30	%

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 Longduoduo Health Technology and subsidiaries in China.

As of September 30, 2024, Longduoduo Health Technology and its subsidiaries have total net operating loss carry forwards of approximately $464,251 in the PRC that expire through 2029. Due to the uncertainty of utilizing these carry forwards, the Company provided a 100% allowance on all deferred tax assets of approximately $13,926 and $9,696 related to its operations in the PRC as of September 30, 2024 and June 30, 2024, respectively. The PRC valuation allowance has increased by $4,230 and decreased by $36,589 for the three months ended September30, 2024 and 2023, respectively.

The Company incurred losses from its United States operations during the three months ended September 30, 2024 of approximately $109,772. 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 $236,488 and $213,436 against the deferred tax assets related to the Company's United States operations as of September30, 2024 and June 30, 2024, 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 $23,052 and $7,009 for the three months ended September30, 2024, and 2023, respectively.

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND SEPTEMBER 30, 2023

(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. 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

On June 1, 2024, Chengheng leased an office space (approximately 451 square meters) under an operating lease agreement from Ding Jun. Under the terms of the agreement, Chengheng is committed to make lease payments of approximately $2,774 (RMB20,000) for the period between June 1, 2024 and May 31, 2025.

On March 10 of 2024, Longduoduo Health Technology leased office space (approximately 150 square meters) under an operating lease agreement with Liu Libao. Under the terms of the agreement, Longduoduo Health Technology is committed to make lease payments of approximately $4,160 (RMB30,000) for the period between March 10, 2024 and March 10, 2025.

On April 1 of 2024, Tianju leased office space (approximately 595 square meters) under an operating lease agreement with Han Ruijun. Under the terms of the agreement, Tianju is committed to make lease payments of approximately $19,000 (RMB137,000) annually for the period between April 1, 2024 and March 31, 2027.

On August 14, 2024, 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 $30,510 (RMB 220,000) for the period between September 10, 2024 and September 10, 2025.

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 $13,394 and $7,140 for the three months ended September 30, 2024 and 2023, respectively.

Balance sheet information related to the Company's leases is presented below:

		September 30, 2024			June 30, 2024
Assets
Operating lease right of use assets		$	47,354			$	50,070
Liabilities
Operating lease liabilities - current		$	18,431			$	17,618
Operating lease liabilities - non-current			19,159				18,314
Total Operating lease liabilities		$	37,590			$	35,932

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND SEPTEMBER 30, 2023

(UNAUDITED)

As most of the Company's leases do not provide an implicit rate, the Company uses 1-5 years borrowing rate from bank of 3.95% and 4.75% based on the information available at commencement date in determining the present value of lease payments.

Maturities of lease liabilities are as follows:

For the year ending September 30:
2025		$	19,530
2026			19,530
Total lease payments			39,060
Less: imputed interest			(1,470	)
Total lease liabilities		$	37,590

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, 2024 and June 30, 2024.

NOTE 9. STOCKHOLDERS' EQUITY

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.

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND SEPTEMBER 30, 2023

(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. 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,
		2024			2023
Numerator:
Net income (loss) attributable to common stockholders		$	(57,303	)		$	284,217
Denominator:
Basic and diluted weighted-average number of shares outstanding			30,005,016				30,005,008
Net income (loss) per share:
Basic and diluted		$	(0.002	)		$	0.01

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, 2024, respectively.

As of September 30, 2024 and June 30, 2024, the non-controlling interests in the consolidated balance sheet was $78,910 and 78,336, respectively.

For the three months ended September 30, 2024, the comprehensive income attributable to common stockholders and non-controlling interests were $(13,089) and $574, 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.

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, 2024, there was no accounting estimate made which was (a) subject to a high degree of uncertainty and (b) material to our results.

Results of Operations

The following table shows key components of the unaudited results of operations during the three months ended September 30, 2024 and 2023:

		For the Three Months Ended
		September 30,
		2024			2023			Change
		(Unaudited)			(Unaudited)			$			%
Total revenue		$	769,072			$	1,587,433			$	(818,361	)			(52	)%
Cost of revenue			32,276				62,351				(30,075	)			(48	)%
Gross Profit			736,796				1,525,082				(788,286	)			(52	)%
Total operating expenses			798,872				1,090,800				(291,928	)			(27	)%
Income (loss) from operations			(62,076	)			434,282				(496,358	)			(114	)%
Other income, net			2,752				1,362				1,390				102	%
Income (Loss) before income taxes			(59,324	)			435,644				(494,698	)			(114	)%
Income tax			180				140,900				(140,720	)			(100	)%
Net Income (Loss)		$	(59,504	)		$	294,744			$	(354,248	)			(120	)%

During the three months ended September 30, 2024, our total revenue was $769,072, of which $46,595 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 $722,477 of revenue was attributable to commissions earned by the Company from its service as sales agent for 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 September 30, 2024, we operate through five entities: Longduoduo Health Technology, Tianju, Qingguo, Rongbin and Chengheng, which are established in Ordos, Ulanqab, Huhhot, Baotou and Ordos, respectively, which include four of the largest cities in Inner Mongolia, China.

Quarter to quarter revenue fell by 52% as compared with the operating revenue of $ 1,587,433 for the three months ended September 30, 2024. The decrease was primarily attributable to the fact that Neimenggu Province was emerging from the pandemic during the three months ended September 30, 2023. A large number of customers received services during that quarter that they had earlier paid for but could not receive. This resulted in a surge in revenue during the three months ended September 30, 2023. One other important factor influencing revenue in the recent quarter is the impact of the economic environment, which has led to a decrease in customer health 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 September 30, 2024, our cost of revenue was $32,276, with the result that our gross profit from service revenue was $14,319 (a gross margin of 31%). By comparison, our gross profit from service revenue for the three months ended September 30, 2023 was $109,579, representing 63% of service revenue for that quarter.

When our net service revenue in the three months ended September 30, 2024 was combined with commission revenue (for which there is no cost of revenue), we achieved gross profit of $769,072. However, we realized a $62,076 loss from operations for the three months ended September 30, 2024 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 and amortization. Our operating expenses during the three months ended September 30, 2024 decreased by $291,928, primarily attributable to:

●

$308,910 in advertising and promotion expenses incurred during the three months ended September 30, 2024, compared to $654,452 recorded during the three months ended September 30, 2023. The decrease was primarily attributable to a tactical decision by Management to reduce marketing expense while we await an economic recovery that will fund an increase in non-essential medical expenditures. Over the longer term, we intend to continue to devote available resources to expanded advertising and promotion expense for the purpose of achieving a broader market.

●

$135,321 in salaries and benefit expenses in the three months ended September 30, 2024, compared to $186,651 during the three months ended September 30, 2023. The decrease in our labor costs was primarily caused by the company decreasing the number of employees due to adjustments in its operational policies.

●

$208,623 in office expenses during the three months ended September 30, 2024, compared to $203,965 during the three months ended September 30, 2024. Our office expenses in the three months ended September 30, 2024 were roughly equivalent to office expense in the three months ended September 30, 2023, despite the 52% reduction in revenue, because our business has matured, resulting in fixed daily expenses.

Our net loss for the three months ended September 30, 2024 was $59,504, compared to a net income of $294,744 for the three months ended September 30, 2024. For the reasons discussed above, we believe that the company will return to profitability in the next quarter or at the beginning of 2025, as the government has recently introduced many policies to promote economic recovery. But it may take some time for the situation to truly improve. Also, the company will intends to improve its operations by adjusting its operational policies.

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, 2024 and 2023, foreign currency translation adjustments of $46,989 and $(1,148), 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, 2024, the Company had $849,840 in cash and cash equivalents. On the same date, we had a working capital of only $347,732, because we had received $608,106 from customers as prepayment for future services and products but used the majority of the deposited sum to pay ongoing expenses. As a result, our September 30, 2024 balance sheet included only $162,593 of prepayments among our current assets, while recording $608,106 of deferred revenue among our current liabilities. 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 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.

Cash Flows

The following unaudited table summarizes our cash flows for the three months ended September 30, 2024 and 2023.

		For the Three Months Ended September 30,
		2024			2023
		(Unaudited)			(Unaudited)			Change
Net cash used in operating activities		$	(534,998	)		$	(383,169	)		$	(151,829	)
Net cash used in investing activities			(56,431	)			(20,849	)			(35,582	)
Effect of exchange rate fluctuation on cash and cash equivalents			37,227				(2,714	)			(39,941	)
Net decrease in cash and cash equivalents			(554,202	)			(406,732	)			(147,470	)
Cash and cash equivalents, beginning of period			1,404,042				1,136,562				267,480
Cash and cash equivalents, end of period		$	849,840			$	729,830			$	120,010

Net Cash Used in Operating Activities

For the three months ended September 30, 2024, we used $534,998 cash in our operating activities, compared to $383,169 used in operating activities for the three months ended September 30, 2023. Our use of cash in operating activities substantially exceeded our net loss of $59,504 for the three month period, primarily because we provided services valued at $128,263 to customers who had paid for the services in prior periods, thus reducing our deferred revenue balance, and we used $198,911 to reduce accounts payable.

Net Cash Used in Investing Activities

Net cash used in investing activities for the three months ended September 30, 2024 was $56,431, compared to $20,849 for the three months ended September 30, 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 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.

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, 2024. 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, 2024 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, 2024, as filed with the SEC on October 15, 2024.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

During the quarter ended September 30, 2024, 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, 2024.

Item 3. Defaults upon Senior Securities.

Not applicable

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information.

During the quarter ended September 30, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

INDEX TO EXHIBITS

Exhibit No.		Description of Exhibit
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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 14, 2024
Zhou Hongxiao		(Principal Executive Officer)
/s/ Kang Liping		Chief Financial Officer		November 14, 2024
Kang Liping		(Principal Financial and Accounting Officer)

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