Quarterly Report for Quarter Ending March 31, 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 March 31, 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

China

Office: +86(0472) 510 4980

(Address, including zip code, and telephone number, including area code,

of Registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
None		None		Not Applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐		Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12 b-2 of the Act). Yes ☐ No ☒

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of the date of filing of this report, there were outstanding 30,005,016 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.	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.	9

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

	Page
Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and June 30, 2023	F-1
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended March 31, 2024 and 2023 (Unaudited)	F-2
Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Three and Nine Months Ended March 31, 2024 and 2023 (Unaudited)	F-3
Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2024 and 2023 (Unaudited)	F-4
Notes to Consolidated Financial Statements (Unaudited)	F-5 - F-15

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

		March 31, 2024			June 30, 2023
		(Unaudited)
Assets
Current Assets:
Cash and cash equivalents		$	1,883,261			$	1,136,562
Other receivables			107,322				107,042
Prepayments			225,725				68,341
Inventories			-				820
Total current assets			2,216,308				1,312,765
Property and equipment, net			325,438				152,719
Intangible asset, net			-				3,828
Right-of-use assets			-				13,470
Total assets		$	2,541,746			$	1,482,782
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
Accounts payable		$	632,610			$	1,044,247
Deferred revenue			1,135,696				588,335
Accrued expenses			51,220				90,858
Due to related parties			2,245				104,611
Security deposits			-				54,992
Other payables			50,838				84,015
Operating lease liabilities, current			-				6,579
Other current liabilities			249,012				72,909
Total current liabilities			2,121,621				2,046,546
Operating lease liabilities, less current portion			-				6,891
Total liabilities			2,121,621				2,053,437
Stockholders' Equity (Deficit):
Preferred stock; $0.001 par value, 30,000,000 shares authorized, noshares issued and outstanding at March 31, 2024 and June 30, 2023			-				-
Common stock; $0.001 par value, 500,000,000 shares authorized; 30,005,016 and 30,005,008 shares issued and outstanding at March 31, 2024 and June 30, 2023, respectively			30,005				30,005
Additional paid-in capital			7,246,729				7,246,729
Accumulated deficit			(6,940,630	)			(7,885,080	)
Accumulated other comprehensive income			61,912				66,389
Total stockholders' equity (deficit) attributable to common stockholders			398,016				(541,957	)
Non-controlling interests			22,109				(28,698	)
Total stockholders' equity (deficit)			420,125				(570,655	)
Total liabilities and equity(deficit)		$	2,541,746			$	1,482,782

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

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

		For the Three Months Ended March 31,			For the Nine Months Ended March 31,
		2024			2023			2024			2023
Revenues:
Service revenue		$	53,807			$	279,457			$	327,653			$	751,780
Product revenue			-				-				-				5,789
Commission revenue			1,736,277				681				5,390,407				2,326
Total revenue, net			1,790,084				280,138				5,718,060				759,895
Cost of revenue:
Cost of service			38,597				118,516				143,347				299,603
Cost of product			-				-				-				177
Total cost of revenues			38,597				118,516				143,347				299,780
Gross profit			1,751,487				161,622				5,574,713				460,115
Selling, general and administrative expenses			1,032,623				634,143				4,026,082				1,424,759
Income (loss) from operations			718,864				(472,521	)			1,548,631				(964,644	)
Other income (expense), net			(9,603	)			1,213				(144,825	)			1,744
Income (loss) before provision for income taxes			709,261				(471,308	)			1,403,806				(962,900	)
Income tax expense			191,292				-				408,265				-
Net income (loss)			517,969				(471,308	)			995,541				(962,900	)
Less: net income (loss) attributable to non-controlling interests			6,425				(40,501	)			51,091				(94,522	)
Net income (loss) attributable to common stockholders		$	511,544			$	(430,807	)		$	944,450			$	(868,378	)
Comprehensive income (loss):
Net income (loss)		$	517,969			$	(471,308	)		$	995,541			$	(962,900	)
Foreign currency translation adjustment			(10,118	)			(7,394	)			(4,761	)			14,963
Comprehensive income (loss)			507,851				(478,702	)			990,780				(947,937	)
Less: comprehensive income (loss) attributable to non-controlling interests			6,344				(41,181	)			50,807				(93,109	)
Comprehensive income (loss) attributable to the common stockholders		$	501,507			$	(437,521	)		$	939,973			$	(854,828	)
Basic and diluted income (loss) per share		$	0.017			$	(0.014	)		$	0.031			$	(0.029	)
Weighted average number of shares outstanding-basic and diluted			30,005,016				30,000,008				30,005,016				30,000,008

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

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 2023

(UNAUDITED)

		Common stock			Additional						Accumulated Other			Total			Non-
		Number of Shares			Amount			Paid-in Capital			Accumulated Deficit			Comprehensive Loss			Stockholder' Deficit			controlling Interest			Total Deficit
Balance at June 30, 2022			30,000,008			$	30,000			$	6,862,234			$	(7,845,991	)		$	24,971			$	(928,786	)		$	(93,553	)		$	(1,022,339	)
Net loss			-				-				-				(280,648	)			-				(280,648	)			(34,784	)			(315,432	)
Foreign currency translation adjustment			-				-				-				-				57,191				57,191				6,766				63,957
Balance at September 30, 2022			30,000,008				30,000				6,862,234				(8,126,639	)			82,162				(1,152,243	)			(121,571	)			(1,273,814	)
Net loss			-				-				-				(156,923	)			-				(156,923	)			(19,237	)			(176,160	)
Foreign currency translation adjustment			-				-				-				-				(36,927	)			(36,927	)			(4,673	)			(41,600	)
Balance at December 31, 2022			30,000,008			$	30,000			$	6,862,234			$	(8,283,562	)		$	45,235			$	(1,346,093	)		$	(145,481	)		$	(1,491,574	)
Net loss			-				-				-				(430,807	)			-				(430,807	)			(40,501	)			(471,308	)
Foreign currency translation adjustment			-				-				-				-				(6,714	)			(6,714	)			(680	)			(7,394	)
Balance at March 31, 2023			30,000,008			$	30,000			$	6,862,234			$	(8,714,369	)		$	38,521			$	(1,783,614	)		$	(186,662	)		$	(1,970,276	)

		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, 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	)
Adjustment for the reverse stock split			8				-				-				-				-				-				-				-
Net income (loss)			-				-				-				148,689				-				148,689				34,139				182,828
Foreign currency translation adjustment			-				-				-				-				6,779				6,779				(274	)			6,505
Balance at December 31, 2023			30,005,016			$	30,005			$	7,246,729			$	(7,452,174	)		$	71,949			$	(103,491	)		$	15,765			$	(87,726	)
Net income (loss)			-				-								511,544				-				511,544				6,425				517,969
Foreign currency translation adjustment			-				-								-				(10,037	)			(10,037	)			(81	)			(10,118	)
Balance at March 31, 2024			30,005,016			$	30,005			$	7,246,729			$	(6,940,630	)		$	61,912			$	398,016			$	22,109			$	420,125

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 Nine Months Ended March 31,
		2024			2023
Cash Flows from Operating Activities
Net income (loss)		$	995,541			$	(962,900	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation			75,937				51,071
Amortization			-				1,282
Operating lease expense			35,644				57,687
Changes in operating assets and liabilities:
Other receivables			217				10,776
Prepayments			(192,880	)			(78,131	)
Inventories			832				848
Due from related parties			2,843				(9,758	)
Accounts payable			(417,694	)			224,965
Deferred revenue			546,243				585,035
Accrued expenses			(40,178	)			(26,813	)
Due to related parties			(105,225	)			374,589
Security deposits			(54,992	)			27,188
Other payables			(34,084	)			260,836
Payment of operating lease liabilities			-				(21,633	)
Other current liabilities			176,285				12,900
Net cash provided by operating activities			988,489				507,942
Cash Flows from Investing Activities
Purchase of property, plant and equipment			(248,874	)			(69,584	)
Purchase of intangible asset			-				(5,769	)
Net cash used in investing activities			(248,874	)			(75,353	)
Cash Flows from Financing Activities
Repayment of short-term borrowing from third party			-				(138,450	)
Net cash used in Financing Activities			-				(138,450	)
Effect of exchange rate fluctuation on cash and cash equivalents			7,084				(6,189	)
Net increase in cash and cash equivalents			746,699				287,950
Cash and cash equivalents, beginning of period			1,136,562				356,672
Cash and cash equivalents, end of period		$	1,883,261			$	644,622
Supplemental disclosure of cash flow information
Cash paid for income taxes		$	408,265			$	-
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 AND NINE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 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. Initially acting in a principal capacity, the Company provided customers comprehensive and high-quality preventive healthcare solutions including a wide range of preventive healthcare services, including disease screening healthcare treatment, healthcare products and other services through a network of third-party healthcare service providers. In June 2023, the Company began to engage in agent sales of preventive healthcare solutions on behalf of third-party providers and earn commissions revenue.

On September 21, 2023, the Company implemented a 1-for-10 reverse split of its outstanding common stock, effective at the close of business on September 26, 2023. The accompanying financial statements have been adjusted to retroactively reflect this reverse stock split.

Longduoduo's subsidiaries include:

●

Longduoduo Company Limited (Hong Kong)("Longduoduo HK"), which was established on July 26, 2021 under the laws of Hong Kong. On October 26, 2021, Longduoduo issued 30,000,008 shares of its common stock to the original shareholders of Longduoduo HK, in exchange for 100% of the outstanding shares of Longduoduo HK (the "Share Exchange").

●

Longduoduo Health Technology Company Limited("Longduoduo Health Technology"), a privately held Limited Company registered in Inner Mongolia, China on August 20, 2020. On August 16, 2021, Longduoduo HK acquired 100% of the ownership of Longduoduo Health Technology from the original shareholders of Longduoduo Health Technology.

●	Inner Mongolia Qingguo Health Consulting Company Limited("Qingguo"), a privately held Limited Company registered in Inner Mongolia, China on June 18, 2020. On September 8, 2020, Longduoduo Health Technology acquired 90% of the ownership of Qingguo from the original shareholders of Qingguo.

●	Inner Mongolia Rongbin Health Consulting Company Limited("Rongbin"), a privately held Limited Company registered in Inner Mongolia, China on March 18, 2021. Longduoduo Health Technology has controlled 80% of the ownership of Rongbin since it was established.

●	Inner Mongolia Chengheng Health Consulting Company Limited("Chengheng"), a privately held Limited Company registered in Inner Mongolia, China on April 9, 2021. Longduoduo Health Technology has controlled 80% of the ownership of Chengheng since it was established.

●	Inner Mongolia Tianju Health Consulting Company Limited("Tianju"), a privately held Limited Company registered in Inner Mongolia, China on July 5, 2021. Longduoduo Health Technology has controlled 51% of Tianju since inception.

The transactions summarized above are treated in the Company's financial statements as a corporate restructuring (reorganization) of entities under common control, as each of the seven entities have at all times been under the control of Mr. Zhang Liang. Therefore, in accordance with ASC 805-50-45-5, the current capital structure has been retroactively presented in prior periods as if such structure existed at that time, and the entities under common control are presented on a combined basis for all periods. Since all of the subsidiaries were under common control for all periods presented, the results of these subsidiaries are included in the Company's financial statements for all periods presented.

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 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 years ended June 30, 2023 and June 30, 2022, the Company had net income(loss) of $21,085 and $(7,563,565), respectively. 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. At March 31, 2024, the Company had cash of $ 1,883,261, working capital of $94,687, and stockholders' equity of $420,125. For the nine months ended March 31, 2024, the Company had net income of $995,541. 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").

Interim Financial Information

The unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These financial statements should be read in conjunction with the audited financial statements as of and for the year ended June 30, 2023, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements as of and for the year ended June 30, 2023.

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 March 31, 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 AND NINE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 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.

The exchange rates used for foreign currency translation are as follows:

				For the Nine Months Ended March 31,
				2024			2023
				(USD to RMB/ USD to HKD)			(USD to RMB/ USD to HKD)
Assets and liabilities		period end exchange rate			7.2221/7.8253				6.8680/7.8498
Revenue and expenses		period weighted average			7.2008/7.8195				6.9339/7.8362

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$69,000). As of March 31, 2024 and June 30, 2023, the Company had $1,170,932 and $606,483 cash in excess of the insured amount, respectively.

For the nine months ended March 31, 2024, 94.3 % of commission revenue was attributable to the Company's introduction of customers to a single service provider. For the nine months ended March 31, 2023, no customer accounted for more than 10% of revenue.

For the nine months ended March 31, 2024 and 2023, the Company had four major suppliers that accounted for over 10% of its total cost of revenue.

		For the Nine Months Ended March 31,
		2024			2023
		Cost of revenue			Percentage of Cost of revenue			Cost of revenue			Percentage of Cost of revenue
Supplier A		$	29,454				21	%		$	110,993				37	%
Supplier B			51,302				36	%			57,587				19	%
Supplier C			43,478				30	%			53,500				18	%
Supplier D			8,278				6	%			45,009				15	%

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 banks as of March 31, 2024 and June 30, 2023.

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 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 estimated useful lives for property and equipment categories are as follows:

Office equipment and furniture		3-5 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 were, 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 nine months ended March 31, 2024 and 2023.

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, security deposits and other payables. As of March 31, 2024 and June 30, 2023, the carrying values of these financial instruments approximated their fair values due to the short-term maturity of these instruments.

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 2023

(UNAUDITED)

K. Segment information and geographic data

The Company is operating in one segment in accordance with the accounting guidance in FASB ASC Topic 280, Segment Reporting. The company's revenues are from customers in the People's Republic of China ("PRC"). Substantially all assets of the Company are located in the PRC.

L. Revenue recognition

The Company adopted FASB ASC Section 606 - Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sales of products and services by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

The Company recognizes revenue when the amount of revenue can be reliably measured, it is probable that economic benefits will flow to the entity, and specific criteria have been met for each of the Company's activities as described below.

Service and Product Revenue

The Company sells healthcare packages, including healthcare consulting services and healthcare products. Customers may purchase a healthcare services package, or healthcare services combined with nutritional products. Currently all sales of products are bundled with healthcare services. The combination of services and products are generally capable of being distinct and accounted for as separate performance obligations. For the sale of healthcare packages that include services and products, the Company allocates revenues based on their relative selling prices.

The Company sells a healthcare service package to a customer, which represents the rights to services purchased by the Company. The delivery of a healthcare service package to a customer represents a separate performance obligation. The Company's policy is to recognize service revenue at that time when the healthcare service package has been sold, ownership and risk of loss have been transferred to the customer, and the service has been provided. Accordingly, revenue is recognized at the point in time when the service is provided. Service revenue is recognized when the healthcare service package has been delivered to the customer and there are no remaining performance obligations.

Management regularly reviews the sales returns and allowances based on historical experience. Any subsequent sales returns and cancellations are recognized upon notification from the customers. The liability for sales returns and allowances relating to the sale of healthcare service packages amounted to $891 and $15,406 as of March 31, 2024 and June 30, 2023, respectively. Management's provision for sales returns and allowances was 1.14% and 1.3%, respectively, of the total service revenue for the nine months ended March 31, 2024 and March 31, 2023.

Product revenue results from the sale of healthcare and nutritional products, including Collagen peptide, Calcium tablets and other products. The Company recognizes revenue when the product has been delivered and ownership and risk of loss have been transferred to the customer. The Company accepts returns provided the products are well packaged and can be resold. Management regularly reviews the sales returns and allowances based on historical experience. The liability for sales returns and allowances relating to the sale of healthcare products amounted to $0 and $229 as of March 31, 2024 and June 30, 2023, respectively. Management's provision for sales returns and allowances was 0% and 1.77%, respectively, of the total product revenue for the nine months ended March 31, 2024 and March 31, 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 Statements 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 AND NINE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 2023

(UNAUDITED)

M. Advertising and promotion

Advertising and promotion costs, which are expensed as incurred, were $2,667,233 and $539,836 for the nine months ended March 31, 2024 and March 31, 2023, respectively.

N. 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.

O. 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 March 31, 2024 and June 30, 2023, the Company was not party to any contract to issue shares.

P. Recently adopted accounting pronouncements

We do not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company's consolidated financial position, statements of operations and cash flows.

NOTE 3. PREPAYMENTS

Prepayments represent payments in advance to suppliers for expenses, equipment, leasing and products. As of March 31, 2024 and June 30, 2023 prepayments were $225,725 and $68,341, respectively.

On February 8, 2024, the Company executed an engagement letter with Network 1 Financial Services, Inc ("Network 1"). The letter provides for Network 1 to act as an underwriter of a proposed offering of ordinary shares of the Company. The Company delivered $100,000 cash to Network 1 in February 2024 as an advance to be applied towards an Accountable Expense Allowance of up to $225,000 to be paid to Network 1. The $100,000 advance is included in "Prepayments" in the Consolidated Balance Sheet at March 31, 2024.

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 2023

(UNAUDITED)

NOTE 4. PROPERTY AND EQUIPMENT

At March 31, 2024 and June 30, 2023, property and equipment, at cost, consisted of:

		March 31,			June 30,
		2024			2023
Office equipment and furniture		$	432,484			$	204,645
Leasehold improvements			15,867				72,026
Total			448,351				276,671
Accumulated depreciation			(122,913	)			(123,952	)
Total property and equipment, net		$	325,438			$	152,719

The Company recorded depreciation expense of $37,234 for the three months ended March 31, 2024, of which $32,835 was recorded as operating expense and $4,399 was recorded as cost of revenue. The Company recorded depreciation expense of $75,937 for the nine months ended March 31, 2024, of which $68,106 was recorded as operating expense and $7,831 was recorded as cost of revenue.

The Company recorded depreciation expense of $16,898 for the three months ended March 31, 2023, of which $14,743 was recorded as operating expense and $2,155 was recorded as cost of revenue. The Company recorded depreciation expense of $51,071 for the nine months ended March 31, 2023, of which $45,362 was recorded as operating expense and $5,709 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		March 31, 2024			June 30, 2023
Zhang Liang		$	2,245			$	69,419
Zhou Hongxiao			-				35,192
Total		$	2,245			$	104,611

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. Zhou Hongxiao is the CEO and a director of Longduoduo. These advances due to related parties are unsecured, repayable on demand, and bear no interest.

NOTE 6. INCOME TAXES

United States

Longduoduo is subject to the U.S. corporation tax rate of 21%.

Hong Kong

Longduoduo HK was incorporated in Hong Kong and is subject to Hong Kong profits tax. Longduoduo HK is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived from Hong Kong. The applicable statutory tax rate is 16.5%. The Company did not have any income (loss) subject to the Hong Kong profits tax.

China

Longduoduo Health Technology and subsidiaries are subject to a 25% standard enterprise income tax in the PRC. The Company accrued $408,265 of PRC income tax for the nine months ended March 31, 2024. There was no provision for income taxes for the nine months ended March 31, 2023.

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 2023

(UNAUDITED)

A summary of income (loss) before income taxes for domestic and foreign locations for the three and nine months ended March 31, 2024 and 2023 is as follows:

		For the Three Months Ended March 31,
		2024			2023
United States		$	(48,021	)		$	(32,008	)
Foreign			757,282				(439,300	)
Income (loss) before income taxes		$	709,261			$	(471,308	)

		For the Nine Months Ended March 31,
		2024			2023
United States		$	(183,687	)		$	(124,397	)
Foreign			1,587,493				(838,503	)
Income (loss) before income taxes		$	1,403,806			$	(962,900	)

The difference between the U.S. federal statutory income tax rate and the Company's effective tax rate was as follows:

		For the Nine Months Ended March 31,
		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 Nine Months Ended March 31,
		2024			2023
Income tax (benefit) at PRC statutory rate			25	%			(25	)%
Utilization of net operating loss carry forward			(1	)%			-
PRC valuation allowance			2	%			25	%
Other			-				-
Income tax (benefit) at PRC effective rate			26	%			(0	)%

For the nine months ended March 31, 2023, the Company did not recognize deferred tax assets since at that time it did not appear more likely than not that it would realize such deferred taxes. The deferred tax would apply to Longduoduo in the U.S. and Longduoduo Health Technology and subsidiaries in China.

As of March 31, 2024, Longduoduo Health Technology and its subsidiaries have total net operating loss carry forwards of approximately $504,699 in the PRC that expire through 2028. Due to the uncertainty of utilizing these carry forwards, the Company provided a 100% allowance on all deferred tax assets of approximately $126,175 and $87,494 related to its operations in the PRC as of March 31, 2024 and June 30, 2023, respectively. The PRC valuation allowance increased by $38,681 and $209,904 for the nine months ended March 31, 2024 and March 31, 2023, respectively.

The Company incurred losses from its United States operations during the nine months ended March 31, 2024 of approximately $183,687. 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 $209,902 and $171,327 against the deferred tax assets related to the Company's United States operations as of March 31, 2024 and June 30, 2023, respectively, because the deferred tax benefits of the net operating loss carry forwards in the United States are not more likely than not to be utilized. The US valuation allowance increased by approximately $38,574 and $26,123 for the nine months ended March 31, 2024, and March 31, 2023, respectively.

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 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

In April 2021, Qingguo entered into an operating cooperation agreement with Hohhot Aihua Traditional Chinese Medicine Hospital. Under the terms Qingguo was able to use office space (approximately 700 square meters) free of charge during the period between April 1, 2021 to March 31, 2026. On May 27, 2022, the agreement was amended to provide for the lease of this office space under a non-cancellable operating lease agreement. Under terms of the lease agreement, from May 27, 2022, Qingguo was committed to make lease payments of approximately $9,295 per year for 1 year. On August 31, 2023, the lease agreement was terminated.

On July 2, 2022 the Company leased a staff dormitory under a non-cancellable operating lease agreement with a third party, Xi Ling. Under the terms of the agreement, the Company was committed to make total lease payments of $20,561, or RMB 150,000, with lease payments of $6,854 per year for the lease period from July 2, 2022 to July 2, 2025. On June 30, 2023, the agreement was terminated.

On April 4, 2023, Chengheng leased office space (approximately 957 square meters) under an operating lease agreement with Jinrong Holding (Hainan) Group Co., LTD. Inner Mongolia branch. Under the terms of the agreement as supplemented October 3, 2023, Chengheng was committed to make lease payments of approximately $7,062, or RMB 50,000, from January 1, 2024 to March 31, 2024. On April 1, 2024, Chengheng entered into a lease agreement with Ding Jun. Under the terms of the new lease, Chengheng is able to use office space (approximately 451 square meters) free of charge during the period from April 1, 2024 to May 31, 2024. After lessor completes the decoration of the office space, the parties are to sign a new lease agreement.

On August 31, 2023, Qingguo leased office space (approximately 482 square meters) under an operating lease agreement with Inner Mongolia Chuangfuhui Enterprise Management Co., Ltd. Under the terms of the agreement, Qingguo is committed to make lease payments of approximately $30,157 (RMB 220,000) for the period between September 10, 2023 and September 10, 2024.

Leases with an initial term of 12 months or less are not recorded on the balance sheet. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company did not combine lease and non-lease components.

Most leases do not include options to renew. The exercise of lease renewal options has to be agreed to by the lessors. The depreciable life of assets and leasehold improvements are limited by the term of the respective leases, unless there is a transfer of title or a purchase option reasonably certain of exercise. Lease expense is recognized on a straight-line basis over the term of the lease. Lease expense related to noncancelable operating leases was $0 and $57,687 for the nine months ended March 31, 2024 and 2023, respectively.

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

		March 31, 2024			June 30, 2023
Assets
Operating lease right of use assets		$	-			$	13,470
Liabilities
Operating lease liabilities - current		$	-			$	6,579
Operating lease liabilities - non-current			-				6,891
Total Operating lease liabilities		$	-			$	13,470

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 2023

(UNAUDITED)

NOTE 8. CONTINGENCIES

Contingencies

Certain conditions may exist as of the date the consolidated financial statements are issued which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company's management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

The Company was not subject to any material loss contingency as of March 31, 2024 and June 30, 2023.

NOTE 9. STOCKHOLDERS' EQUITY (DEFICIT)

On February 20, 2023, the Company issued 5,000 common shares (valued at $384,500) to Kang Liping (Chief Financial Officer of the Company) as compensation.

On September 21, 2023, the Company filed with the Nevada Secretary of State a Certificate of Change Pursuant to NRS 78.209. The Certificate of Change provided for a 1-for-10 reverse split of the Registrant's outstanding common stock effective at the close of business on September 26, 2023. The Certificate of Change did not change the number of authorized shares of Common Stock, which remains 500,000,000 shares. No fractional shares were issued in connection with the reverse stock split; any fractional shares that resulted from the reverse split were rounded up to the nearest whole share. The accompanying financial statements have been adjusted to retroactively reflect this reverse stock split.

NOTE 10. BASIC AND DILUTED EARNINGS PER SHARE

Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares comprise shares issuable upon the exercise of share-based awards, using the treasury stock method. The reconciliation of the numerators and denominators of the basic and diluted earnings per share computations is shown as follows:

		For the Three Months Ended March 31,
		2024			2023
Numerator:
Net Income (loss) attributable to common stockholders		$	511,544			$	(430,807	)
Denominator:
Basic and diluted weighted-average number of shares outstanding			30,005,016				30,000,008
Net income (loss) per share:
Basic and diluted		$	0.017			$	(0.014	)

LONGDUODUO COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 2023

(UNAUDITED)

		For the Nine Months Ended March 31,
		2024			2023
Numerator:
Net income (loss) attributable to common stockholders		$	944,450			$	(868,378	)
Denominator:
Basic and diluted weighted-average number of shares outstanding			30,005,016				30,000,008
Net income (loss) per share:
Basic and diluted		$	0.031			$	(0.029	)

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 March 31, 2024, respectively.

As of March 31, 2024 and June 30, 2023, the non-controlling interests in the consolidated balance sheet was $22,109 and ($28,698), respectively.

For the three months ended March 31, 2024, the comprehensive income attributable to common stockholders and non-controlling interests were $501,507 and $6,344, respectively. For the nine months ended March 31, 2024, the comprehensive income attributable to common stockholders and non-controlling interests were $939,973 and $50,807, respectively.

For the three months ended March 31, 2023, the comprehensive loss attributable to common stockholders and non-controlling interests were $437,521 and $41,181, respectively. For the nine months ended March 31, 2023, the comprehensive loss attributable to common stockholders and non-controlling interests were $854,828 and $93,109, respectively.

NOTE 12. SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date on 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 and nine months ended March 31, 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

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

The following table shows key components of the unaudited results of operations during the three months ended March 31, 2024 and March 31, 2023:

		For the Three Months Ended
		March 31,
		2024			2023			Change
		(Unaudited)			(Unaudited)			$			%
Total revenue		$	1,790,084			$	280,138			$	1,509,946				539	%
Cost of revenue			38,597				118,516				(79,919	)			(67	)%
Gross Profit			1,751,487				161,622				1,589,865				984	%
Total operating expenses			1,032,623				634,143				398,480				63	%
Income (loss) from operations			718,864				(472,521	)			1,191,385				(252	)%
Other income (expense), net			(9,603	)			1,213				(10,816	)			(892	)%
Income (loss) before income taxes			709,261				(471,308	)			1,180,569				(250	)%
Income tax			191,292				-				191,292				n/a
Net Income (Loss)		$	517,969			$	(471,308	)		$	989,277				(210	)%

During the three months ended March 31, 2024, our revenue was $1,790,084, of which $53,807 was attributable to the sale of healthcare services and healthcare products, primarily derived from sales of "Immunological Ozonated Autohemotherapy", "Meridian-regulating and Consciousness-restoring Iatrotechnics", "Assay", "PRP" and other healthcare services. The remaining $1,736,277 of revenue was commission revenue that arose from a contract the Company made in June 2023 to act as sales agent for a single healthcare provider. From June of 2023, the Company focused its marketing on the sales of preventive healthcare solutions provided by our contractor. Since the contractor is responsible for providing all services, we recorded our portion of the customer payments as a commission on sales of the contractor's services. As of March 31, 2024, we operated through five entities: Longduoduo Health Technology, Tianju, Qingguo, Rongbin and Chengheng, which are established in Ordos, Ulanqab, Huhhot, Baotou and Ordos, respectively, four of the ten largest cities in Inner Mongolia, China.

There is no direct cost that we incur when we refer a customer to our contractor. Therefore, cost of revenue on our Statements of Operations consists entirely of the cost we incur when our subsidiaries provide healthcare services for our customers and the cost of purchasing products.

During the three months ended March 31, 2024, our cost of revenue was $38,597, with the result that our gross profit was $1,781,487, a gross margin of more than 98%. Gross margin at that level was sufficient to operate profitably. However, we realized only $517,969 in income from operations for the three months ended March 31, 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.

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 March 31, 2024 increased by $398,480 when compared to the three months ended March 31, 2023, primarily attributable to:

●	$634,316 in advertising and promotion expenses incurred during the three months ended March 31, 2024, compared to $308,990 recorded during the three months ended March 31, 2023.

●	$171,901 in office expenses during the three months ended March 31, 2024, compared to $77,501 during the three months ended March 31, 2023. The increase was mainly attributable to the fact that the growth of business has led to an increase in daily expenses.

As described above, our net income for the three months ended March 31, 2024 was $517,969, compared to a net loss of $471,308 for the three months ended March 31, 2023.

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 March 31, 2024 and 2023, foreign currency translation adjustments of $(10,118) and $(7,394), respectively, have been reported as other comprehensive (loss) in the consolidated statement of operations and comprehensive income (loss).

Nine Months Ended March 31, 2024 Compared to Nine Months Ended March 31, 2023

The following table shows key components of the unaudited results of operations during the nine months ended March 31, 2024 and 2023:

		For the Nine Months Ended
		March 31,
		2024			2023			Change
		(Unaudited)			(Unaudited)			$			%
Total revenue		$	5,718,060			$	759,895			$	4,958,165				652	%
Cost of revenue			143,347				299,780				(156,433	)			(52	)%
Gross Profit			5,574,713				460,115				5,114,598				1112	%
Total operating expenses			4,026,082				1,424,759				2,601,323				183	%
Income (loss) from operations			1,584,631				(964,644	)			2,513,275				(261	)%
Other income (expense), net			(144,825	)			1,744				(146,569	)			(8404	)%
Income (loss) before income taxes			1,403,806				(962,900	)			2,366,706				(246	)%
Income tax			408,265				-				408,265				n/a
Net Income (Loss)		$	995,541			$	(962,900	)		$	1,958,441				(203	)%

During the nine months ended March 31, 2024, our revenue was total $5,718,060, of which $327,653 was attributable to the sale of healthcare services and healthcare products, primarily derived from sales of "Immunological Ozonated Autohemotherapy", "Meridian-regulating and Consciousness-restoring Iatrotechnics", "Assay", "PRP" and other healthcare services. The remaining $5,390,407 of revenue was commission revenue that arose from a contract the Company made in June 2023 to act as sales agent for a single healthcare provider. From June of 2023, the Company focused its marketing on the sales of preventive healthcare solutions provided by our contractor. Since the contractor is responsible for providing all services, we recorded our portion of the customer payments as a commission on sales of the contractor's services. As of March 31, 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, four of the ten largest cities in Inner Mongolia, China.

There is no direct cost that we incur when we refer a customer to our contractor. Therefore, cost of revenue on our Statements of Operations consists entirely of the cost we incur when our subsidiaries provide healthcare services for our customers and the cost of purchasing products. During the nine months ended March 31, 2024, our cost of revenue was $143,347, with the result that our gross profit was $5,574,713, a gross margin of more than 97%. Gross margin at that level was sufficient to operate profitably. However, we realized only $995,541 in income from operations for the nine months ended March 31, 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.

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 nine months ended March 31, 2024 increased by $2,601,323, primarily attributable to:

●	$2,667,233 in advertising and promotion expenses incurred during the nine months ended March 31, 2024, compared to $539,836 recorded during the nine months ended March 31, 2023.

●	$494,416 in salaries and benefit expenses in the nine months ended March 31, 2024, compared to $476,436 during the nine months ended March 31, 2023.

●	$599,169 in office expenses during the nine months ended March 31, 2024, compared to $228,133 during the nine months ended March 31, 2023. The increase was mainly attributable to the fact that the growth of business has led to an increase in daily expenses.

As described above, our net income for the nine months ended March 31, 2024 was $995,541, compared to a net loss of $962,900 for the nine months ended March 31, 2023.

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 nine months ended March 31, 2024 and 2023, foreign currency translation adjustments of $(4,761) and $14,963, 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 March 31, 2024, the Company had $1,883,261 in cash and cash equivalents. On the same date, we had a working capital of only $94,687, primarily because we had received $1,135,696 from customers as deposits for future services but used the majority of the deposited sum to pay ongoing expenses and so had only $225,725 in prepayments on our March 31, 2024 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. 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.

Cash Flows

The following unaudited table summarizes our cash flows for the nine months ended March 31, 2024 and 2023.

		For the Nine Months Ended March 31,
		2024			2023
		(Unaudited)			(Unaudited)			Change
Net cash provided by operating activities		$	988,489			$	507,942			$	489,936
Net cash used in investing activities			(248,874	)			(75,353	)			(173,521	)
Net cash used in financing activities			-				(138,450	)			138,450
Effect of exchange rate fluctuation on cash and cash equivalents			7,084				(6,189	)			3,884
Net increase in cash and cash equivalents			746,699				287,950				458,749
Cash and cash equivalents, beginning of period			1,136,562				356,672				779,890
Cash and cash equivalents, end of period		$	1,883,261			$	644,622			$	1,283,639

Net Cash Provided by Operating Activities

For the nine months ended March 31, 2024, our operating activities provided $988,4899 cash, compared to $507,942 provided by operating activities during the nine months ended March 31, 2023. The cash inflow that we realized during the nine months ended March 31, 2024 was primarily due to recording net income of $995,541 and receiving $546,243 in deposits by customers for future services, from which we used $417,694 to reduce accounts payable and $105,225 to pay off loans made to us by related parties.

Net Cash Used in Investing Activities

Net cash used in investing activities for the nine months ended March 31, 2024 was $248,874, compared to $75,353 for the nine months ended March 31, 2023. The cash was used in both periods for the purchase of fixed assets.

Net Cash Used in Financing Activities

Net cash provided by financing activities for the nine months ended March 31, 2024 was $nil, compared to $138,450 for the nine months ended March 31, 2023, which was the proceeds of a loan from a third party.

Trends, Events and Uncertainties

The COVID-19 pandemic has had a significant adverse impact and created many uncertainties related to our business, and we expect that it will continue to do so. The Company is experiencing challenges in sales, which have increased the Company's financial uncertainty. Our future business outlook and expectations are very uncertain due to the impact of the COVID-19 pandemic and are very difficult to quantify. It is difficult to assess or predict the impact of this unprecedented event on our business, financial results or financial condition. Factors that will impact the extent to which the COVID-19 pandemic affects our business, financial results and financial condition include: the duration, spread and severity of the pandemic; the actions taken to contain the virus or treat its impact, including government actions to mitigate the economic impact of the pandemic; and how quickly and to what extent normal economic and operating conditions can resume, including whether any future outbreaks interrupt the economic recovery.

The U.S. government, including the SEC, has made statements and taken actions that have led to changes in relations between the U.S. and China, and will impact companies with connections to the United States or China. Those actions by the U.S. government included imposing several rounds of tariffs affecting certain products manufactured in China and imposing sanctions and restrictions in relation to China. Actions by the SEC included issuing statements indicating that it would make enhanced review of companies with significant China-based operations. It is unknown whether and to what extent new legislation, executive orders, tariffs, laws or regulations will be adopted, or the effect that any such actions would have on U.S.-domiciled companies with significant connections to China, our industry or on us. Any unfavorable government policies on cross-border relations, including increased scrutiny on companies with significant China-based operations, capital controls or tariffs, may affect our ability to raise capital and the market price of our shares. If any new legislation, executive orders, tariffs, laws and/or regulations are implemented, if existing trade agreements are renegotiated or if the U.S. or Chinese governments take retaliatory actions due to the recent U.S.-China tensions, such changes could have an adverse effect on our business, financial condition and results of operations, our ability to raise capital and the market price of our shares. Changes in United States and China relations and/or regulations may adversely impact our business, our operating results, our ability to raise capital and the market price of our shares.

Other than the factors listed above we do not know of any trends, events or uncertainties that have had or are reasonably expected to have a material impact on our net sales or revenues or income from continuing operations.

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 March 31, 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 March 31, 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, 2023, as filed with the SEC on November 14, 2023.

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

During the quarter ended March 31, 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 March 31, 2024.

Item 3. Defaults upon Senior Securities.

Not applicable

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information.

During the quarter ended March 31, 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		May 9, 2024
Zhou Hongxiao		(Principal Executive Officer)
/s/ Kang Liping		Chief Financial Officer		May 9, 2024
Kang Liping		(Principal Financial and Accounting Officer)

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