02/20/2026 | Press release | Distributed by Public on 02/20/2026 05:19
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 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
The following table summarizes our operating results for three months ended December 31, 2025 and 2024.
| For the Three Months Ended | ||||||||||||||||
| December 31, | ||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||
| (Unaudited) | (Unaudited) | $ | % | |||||||||||||
| Revenue | $ | 24,905 | $ | 1,022,155 | $ | (997,250 | ) | (98 | )% | |||||||
| Cost of revenue | 12,806 | 642,347 | (629,541 | ) | (98 | )% | ||||||||||
| Gross Profit | 12,099 | 379,808 | (367,709 | ) | (97 | )% | ||||||||||
| Selling, general and administrative expenses | 132,844 | 105,915 | 26,929 | 25 | % | |||||||||||
| Income (loss) from operations | (120,745 | ) | 273,893 | (394,638 | ) | (144 | )% | |||||||||
| Other income(expense) | 90 | - | 90 | 0 | % | |||||||||||
| Income before provision for income taxes | (120,655 | ) | 273,893 | (394,548 | ) | (144 | )% | |||||||||
| Provision for income taxes | (54 | ) | 106,900 | (106,954 | ) | (100 | )% | |||||||||
| Net Income (Loss) | $ | (120,601 | ) | $ | 166,993 | $ | (287,594 | ) | (172 | )% | ||||||
Tongzhilian's revenue was $ 24,905 during the three months ended December 31, 2025. All of our revenue was generated by our subsidiary Tongzhilian, which engaged solely in product sales throughout the quarter.
Revenue during the three months ended December 31, 2025 was 98% less than the operating revenue of $1,022,105 for the three months ended December 31, 2024. Recent revenue was primarily attributable to our sale of products, with 100% of our revenue, or $24,905, during the three months ended December 31, 2025, derived from such sales. During the three months ended December 31, 2024, 80% of our revenue was attributable to product sales.
The cost of revenue attributable to the sale of products was $12,806, which was our procurement cost for products sold. Therefore, For the three months ended December 31, 2025, we realized a gross profit margin of 49%, as our gross profit amounted to $12,099. During the three months ended December 31, 2024, our gross profit was $379,808.
The reasons for the 98% reduction in revenue were twofold. First, the current domestic economic slowdown in China has significantly dampened discretionary consumer spending. Heightened macroeconomic uncertainty-evidenced by sharp increases in gold and silver prices-and widespread pessimism regarding near-term geopolitical and economic conditions have led potential customers to defer or cancel non-essential expenditures, particularly in the mid-to-high-end customized travel segment, which constitutes our core business.
In response to market changes this fiscal year, the Company has implemented the following measures:
| (1) | Diversify its product offerings: While continuing to focus on its core customized tour services, the Company plans to introduce more affordable, value-oriented travel packages and expand collaborations across the upstream and downstream segments of the travel ecosystem. This multi-tiered product strategy aims to provide customers with a broader range of options and improve conversion rates. |
| (2) | Enhance employee training: The Company is investing in staff development to improve service efficiency and quality, thereby strengthening customer satisfaction and goodwill. |
| (3) | Expand cross-industry partnerships: Building on the successful integration of cultural and creative products-initially introduced based on observed customer needs during tours and which received positive feedback-the Company intends to pursue additional cross-sector collaborations. These may include experiential offerings such as knowledge-based workshops or educational courses, enabling the development of value-added services and incremental revenue streams through bundled or premium offerings. |
Second, following a successful initial membership launch that generated substantial prepaid deposits from early adopters, the Company made a deliberate strategic decision to prioritize service quality and relationship-building with existing members over aggressive new customer acquisition, given limited staffing capacity. This focus on deepening client engagement and fostering long-term loyalty is intended to lay the foundation for sustainable recurring revenue in future periods.
As a result of these external market pressures and internal operational priorities, the Company recorded no tour sales and virtually no product sales during the quarter.
Operating expenses for the three months ended December 31, 2025 consisted primarily of salaries and benefits, office expenses and professional fees. Our $132,844 in operating expenses during this period were primarily attributable to:
| ● | $6,830 in professional fees and related expenses incurred as a result of our status as a reporting company in the United States. |
| ● | $52,275 in salaries and benefits, |
| ● | $65,007 in office expenses. |
For the reasons described above, our net loss for the three months ended December 31, 2025 was $(120,601).
Liquidity and Capital Resources
On December 31, 2025, the Company had $32,914 in cash and cash equivalents, an increase of $28,482 during the three months then ended. The primary factors contributing to this increase in cash balance were a rise of 15,238 in receivables from payment collection service institutions and an increase of $7,200 in customer deposits.
The Company had a working capital deficit of $(142,668) at December 31, 2025. Included in the liabilities is $313,539 owed to our Chief Executive Officer or to entities she controls. If that debt is disregarded for this purpose, our working capital at December 31, 2025 was $170,871, consisting primarily of prepayments. We will, therefore, be able to fund near-term operations, but will require a capital infusion to achieve growth.
We anticipate that our future liquidity requirements will arise from the need to fund our growth, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations plus additional funds sourced from a public offering and/or debt financing. In the near term, we expect Huang Fang, our President, to continue to provide support, if needed. We do not, however, have any formal agreement with Ms. Huang requiring her to provide financing to the Company nor any method of enforcing our expectation. Therefore, we can provide no assurances that we will be able to generate sufficient cash flows from operations and/or obtain additional financing on terms satisfactory to us, if at all.
Cash Flows
The following unaudited table summarizes our cash flows for the three months ended December 31, 2025 and 2024.
|
For the Years Ended December 31, |
Change | |||||||||||
| 2025 | 2024 | $ | ||||||||||
| Net cash provided by (used in) operating activities | $ | (22,425 | ) | $ | 58,671 | $ | (81,096 | ) | ||||
| Net cash (used in) investing activities | - | - | - | |||||||||
| Net cash provided by financing activities | 50,725 | 297,665 | (246,940 | ) | ||||||||
| Effect of exchange rate fluctuation on cash, cash equivalents and restricted cash | 934 | (31,916 | ) | 32,850 | ||||||||
| Net increase in cash, cash equivalents and restricted cash | 29,234 | 324,420 | (295,186 | ) | ||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 73,368 | 698,307 | (624,939 | ) | ||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 102,602 | $ | 1,022,727 | $ | (920,125 | ) | |||||
During the three months ended December 31, 2025, our operations used net cash of $22,425. The primary factor contributing to this decrease in cash was our net loss for the quarter. Our use of cash was less than our the $120,601 net loss we realized in the quarter primarily because we reduced our prepayments balance by $108,641 during the quarter.
Our financing activities during the three months ended December 31, 2025 generated $50,725. This represented additional interest-free loans made by our CEO, Huang Fang, and her affiliate entity.
Our financing activities during the three months ended December 31, 2024 generated $297,665. This represented additional interest-free loans made by our CEO, Huang Fang, and her affiliate entity.
Trends, Events and Uncertainties
The 98% decline in revenue during the quarter was primarily driven by two factors. First, weakening macroeconomic conditions in China and heightened consumer pessimism-exacerbated by rising gold and silver prices and geopolitical uncertainty-significantly reduced demand for discretionary spending, particularly in the mid-to-high-end customized travel segment. Second, the Company intentionally prioritized service delivery and relationship-building with existing prepaid members over new customer acquisition due to limited staffing capacity, resulting in minimal sales activity during the period.
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 condensed consolidated financial statements included in this quarterly report.