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6-K 1 ea0247950-6k_golden.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

 

Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

 

For the months of July 2025

 

Commission File Number: 001-41425

 

金太阳健康科技集团有限公司

(Translation of registrant’s name into English) 

Golden Sun Health Technology Group Limited

 

Room 503, Building C2, No. 1599

Xinjinqiao Road, Pudong New Area

Shanghai, China

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 


 

EXPLANATORY NOTE

 

Completion of Acquisition or Disposition of Assets

 

On July 30, 2025, Wenzhou Lilong Network Technology Co., Ltd (温州利龙网络科技有限公司)(formally, Wenzhou Lilong Logistics Services Co., Ltd. (温州利龙后勤服务有限公司)) (the “Purchaser”), an indirectly wholly-owned subsidiary of Golden Sun Health Technology Group Limited (the “Company), closed the previously disclosed transaction pursuant to the Share Purchase Agreement (the “SPA”) with Zhao Dongfang and Lin Suifang (collectively, the “Seller”).

 

Pursuant to the SPA, the Seller sold to the Purchaser all of the issued and outstanding shares of Zhejiang Oulong Cultural and Tourism Industry Development Co., Ltd, formerly known as Kaiye (Wenzhou) Water Project Development Co., Ltd (“Kaiye (Wenzhou)”) (浙江欧龙文旅产业发展有限公司, 原名:凯烨(温州)水上项目开发有限公司) (the “Zhejiang Oulong”), a company duly incorporated and existing under the laws of the People’s Republic of China, established on July 2, 2020. Pursuant to the SPA, the total consideration is $5,000,000, which would be paid in three installments. On March 1, 2024, all parties agreed to amend the consideration to $6,155,951 (RMB43.2 million). As previously disclosed in the Company’s annual report on Form 20-F filed with the Securities and Exchange Commission on February 14, 2025, the Company had paid $3,602,000 as of September 30, 2023. As of July 30, 2025, total payments made amounted to $5,517,719. The remaining balance in the amount of $638,232 will be paid within 180 days following the completion of the registration of the transfer of the shares with the relevant authorities in China.

 

The acquisition of Zhejiang Oulong constituted a significant acquisition for purposes of Rule 3.05 of Regulation S-X, as Zhejiang Oulong met the significant subsidiary investment test. Accordingly, the Company is furnishing the audited financial statements of the acquired business and unaudited pro forma financial information required in connection with its acquisition of Zhejiang Oulong. 

 

The Company hereby incorporates by reference into its Registration Statement on Form F-1 (Registration No. 333-285857, the “Resale F-1”) the information contained in this Report on Form 6-K, including the audited financial statements of Zhejiang Oulong Cultural and Tourism Industry Development Co., Ltd. and the related unaudited pro forma condensed combined financial information furnished as Exhibits 99.1 and 99.2 hereto.

 

The following information includes forward-looking projections of the operating results of Zhejiang Oulong for the fiscal years ending September 30, 2025 and 2026. These projections are presented for illustrative purposes only and do not reflect pro forma financial information under Article 11 of Regulation S-X. Actual results may differ materially due to a variety of factors discussed under “Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended September 30, 2024, the Company’s Resale F-1.

 

Projected Financial Summary (unaudited; translated at an exchange rate of 7.2043 RMB/USD)

 

RMB in thousands   FY2025 Estimate     FY2026 Estimate  
Revenue   ¥ 4,144     ¥ 4,558  
Cost of Sales   ¥ 3,315     ¥ 3,647  
Gross Profit   ¥ 829     ¥ 912  
Selling Expenses   ¥ 15     ¥ 17  
G&A Expenses   ¥ 180     ¥ 195  
Operating Income   ¥ 634     ¥ 700  
Income Tax   ¥ 32     ¥ 35  
Net Income   ¥ 602     ¥ 665  

 

1 


 

USD Equivalent (at 7.2043)   FY2025 Estimate     FY2026 Estimate  
Revenue   $ 575,212     $ 632,733  
Cost of Sales   $ 460,170     $ 506,187  
Gross Profit   $ 115,042     $ 126,547  
Selling Expenses   $ 2,082     $ 2,290  
G&A Expenses   $ 24,985     $ 27,095  
Operating Income   $ 87,975     $ 97,161  
Income Tax   $ 4,399     $ 4,858  
Net Income   $ 83,576     $ 92,303  

 

Note: The above presented projections are based on management's current expectations regarding operating performance, cost structure, and general market conditions. These assumptions are inherently uncertain and may be affected by external factors including regulatory developments, market demand, supply chain logistics, and macroeconomic conditions.

 

About Golden Sun

 

Established in 1997 and headquartered in Shanghai, China, Golden Sun Health Technology Group Limited, formerly known as Golden Sun Education Group Limited, is primarily a provider of tutorial services in China with over twenty years of experience in educational services that focus on the development of each of its student’s strengths and potential, and the promotion of life-long skills and interests in learning. As a holding company, the Company conducts operations through operating subsidiaries which are incorporated in the PRC. The Company has over twenty-five years of experience providing educational services that focus on the development of each of our student’s strengths and potential, and the promotion of life-long skills and interests in learning. The operating entities operate tutorial centers for children and adults, one educational company that partners with high schools to offer language classes to their students, and one logistic and consulting services company.

 

Since 2023, the Company started implementing a strategic transition endeavoring to establish its own wellness brands and an e-commerce platform that will be used to promote and sell wellness products.

  

Additionally, in August 2024 the Company embarked on the next stage of the Company’s ongoing business transformation, by entering into a joint venture named Shanghai Fuyang Cultural Tourism Development Co., Ltd, aiming to capitalize on the rapidly growing cultural tourism sector in China.

 

The expansion undertaken since 2023 is expected to further diversify the Company’s revenue streams while leveraging its years of expertise in education sector.

 

For more information, visit the Company’s filings with the SEC and the Company’s website at ir.jtyjyjt.com.

 

Forward-Looking Statements

 

Certain statements in this announcement are forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's annual report and other filings with the U.S. Securities and Exchange Commission.

 

2 


 

Exhibits    
99.1   Audited financial statements of Zhejiang Oulong Cultural and Tourism Industry Development Co., Ltd. as of and for the fiscal years ended September 30, 2024 and 2023
     
99.2   Unaudited pro forma condensed combined financial statements of Golden Sun Health Technology Group Limited and Zhejiang Oulong Cultural and Tourism Industry Development Co., Ltd. as of as of and for the fiscal years ended September 30, 2024

 

3 


 

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.

 

  Golden Sun Health Technology Group Limited
     
  By:  /s/ Xueyuan Weng
    Name:   Xueyuan Weng
    Title: Chief Executive Officer

 

Date: July 30, 2025

 

 

4

 

EX-99.1 2 ea024795001ex99-1_golden.htm AUDITED FINANCIAL STATEMENTS OF ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD. AS OF AND FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2024 AND 2023

Exhibit 99.1

 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

 

AUDITED FINANCIAL STATEMENTS

 

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

 

    Page
     
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 6783)   F-2
     
Balance Sheets as of September 30, 2024 and 2023 (Audited)   F-3
     
Statements of Operations and Comprehensive (Loss) Income for the Years Ended September 30, 2024 and 2023 (Audited)   F-4
     
Statements of Changes in Shareholders’ Equity for the Years Ended September 30, 2024 and 2023 (Audited)   F-5
     
Statements of Cash Flows for the Years Ended September 30, 2024 and 2023 (Audited)   F-6
     
Notes to the Financial Statements (Audited)   F-7–F-18

 

F-1


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the shareholders and the board of directors of Zhejiang Oulong Cultural and Tourism Industry Development Co., Ltd

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Zhejiang Oulong Cultural and Tourism Industry Development Co., Ltd (the “Company”) as of September 30, 2024 and 2023, the related statements of operations and comprehensive (loss) income, changes in shareholders’ equity, and cash flows for the years ended September 30, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the years ended September 30, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

 

Explanatory Paragraph - Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses from operations, has accumulated deficits and experience negative cash flows from operating activities. These factors raise substantial doubts about the Company's ability to continue as a going concern. Management's plans in regard to these matters are described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the United States federal securities laws. and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Assentsure PAC

 

Singapore

July 28 2025

PCAOB ID Number 6783

 

F-2


 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

BALANCE SHEETS

 

    September 30,     September 30,  
    2024     2023  
ASSETS                
CURRENT ASSETS:                
Cash and cash equivalents   $ 30,482     $ 1,326  
Accounts receivable, net     -       7,477  
Due from a related party     209,577       66,606  
Prepayments and other current assets     62,090       7,487  
TOTAL CURRENT ASSETS     302,149       82,896  
                 
NON-CURRENT ASSETS:                
Property and equipment, net     1,484,960       991  
Deferred tax assets     2,340       -  
TOTAL NON-CURRENT ASSETS     1,487,300       991  
TOTAL ASSETS   $ 1,789,449     $ 83,887  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
CURRENT LIABILITIES:                
Accounts payable   $ 120,144     $ 73,810  
Deferred revenue     -       4,412  
Taxes payable     15       2,073  
Loan payable     285,032       -  
Accrued expenses and other liabilities     712       685  
TOTAL CURRENT LIABILITIES     405,903       80,980  
                 
TOTAL LIABILITIES     405,903       80,980  
                 
COMMITMENTS AND CONTINGENCIES                
                 
SHAREHOLDERS’ EQUITY:                
Share capital     1,415,228       1,415,228  
Subscription receivables     -       (1,415,228 )
(Accumulated deficit) retained earnings     (40,305 )     3,007  
Accumulated other comprehensive gain (loss)     8,623       (100 )
TOTAL SHAREHOLDERS’ EQUITY     1,383,546       2,907  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   $ 1,789,449     $ 83,887  

 

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

 

F-3


 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

 

   

For the years ended

September 30,

 
    2024     2023  
Revenues   $ 123,309     $ 166,889  
Cost of revenues     109,307       130,105  
Gross profit     14,002       36,784  
                 
Operating expenses:                
Selling expenses     214       -  
General and administrative expenses     51,129       33,520  
Total operating expenses     51,343       33,520  
(Loss) income from operations     (37,341 )     3,264  
                 
Other expense:                
Other expense, net     (8,251 )     (164 )
Total other expense, net     (8,251 )     (164 )
                 
(Loss) income before income taxes     (45,592 )     3,100  
                 
Income taxes (benefit) expense     (2,280 )     90  
                 
Net (loss) income     (43,312 )     3,010  
Other comprehensive income (loss)                
Foreign currency translation adjustment     8,723       (98 )
Comprehensive (loss) income   $ (34,589 )   $ 2,912  

 

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

 

F-4


 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

    Share     Subscription     (Accumulated deficit)
retained
   

Accumulated

other

comprehensive

    Total Shareholders’ (deficit)  
    capital     receivables     earnings     gain (loss)     equity  
Balance at October 1, 2022   $ 1,415,228     $ (1,415,228 )   $ (3 )   $ (2 )   $ (5 )
Net income     -       -       3,010       -       3,010  
Foreign currency translation adjustments     -       -       -       (98 )     (98 )
Balance at September 30, 2023   $ 1,415,228     $ (1,415,228 )   $ 3,007     $ (100 )   $ 2,907  
Net loss     -       -       (43,312 )     -       (43,312 )
Capital contribution by a shareholder     -       1,415,228       -       -       1,415,228  
Foreign currency translation adjustments     -       -       -       8,723       8,723  
Balance at September 30, 2024   $ 1,415,228     $ -     $ (40,305 )   $ 8,623     $ 1,383,546  

 

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

 

F-5


 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

STATEMENTS OF CASH FLOWS

  

   

For the years ended

September 30,

 
    2024     2023  
Cash flows from operating activities:            
Net (loss) income   $ (43,312 )   $ 3,010  
Adjustments to reconcile net (loss) income to net cash provided by operating activities:                
Depreciation     72,437       55  
Accrued interest     33       -  
Deferred tax benefit     (2,280 )     -  
Allowance for credit losses     6,996       -  
Changes in operating assets and liabilities:                
Accounts receivable     576       154,647  
Prepayments and other current assets     (52,898 )     (7,487 )
Accounts payable     42,280       (52,867 )
Deferred revenue     (4,468 )     4,412  
Due from related party     (136,691 )     (97,853 )
Taxes payable     (2,083 )     (2,304 )
Accrued expenses and other liabilities     -       685  
Net cash (used in) provided by operating activities     (119,410 )     2,298  
                 
Cash flows from investing activity                
Purchase of property and equipment     (1,517,913 )     (1,046 )
Net cash used in investing activity     (1,517,913 )     (1,046 )
                 
Cash flows from financing activities:                
Capital contribution by shareholders     1,415,228       -  
Loan proceeds from third party     277,612       -  
Net cash provided by financing activities     1,692,840       -  
                 
Effect of exchange rates changes on cash and cash equivalents     (26,361 )     (106 )
Net increase in cash and cash equivalents     29,156       1,146  
Cash and cash equivalents, beginning of year     1,326       180  
Cash and cash equivalents, end of year   $ 30,482     $ 1,326  
                 
Supplemental cash flow disclosures:                
Cash paid for income tax   $ -     $ 87  

 

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

 

F-6


 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

 

Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION

 

Zhejiang Oulong Cultural and Tourism Industry Development Co., Ltd (“Oulong” or the “Company"), formerly named as Kaiye (Wenzhou) Water Project Development Co., Ltd, was incorporated on July 2, 2020. The Company is engaged in waterfront tourism with online and offline operations, water sports development in the People's Republic of China (the “PRC”).

 

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Preparation

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules.  

 

Uses of estimates

 

The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to revenue recognition, estimating the useful lives of long-lived assets, valuation assumptions in performing asset impairment tests of long-lived assets and allowance for credit losses. Actual results could differ from those estimates, and as such, differences may be material to the financial statements.

 

Cash and cash equivalents

 

Cash and cash equivalents consist of cash on hand and demand deposits placed with banks or other financial institutions which are unrestricted and immediately available for withdrawal and use and have original maturities less than three months.

 

Fair value of financial instruments

 

ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

 

Level 3 — inputs to the valuation methodology are unobservable.

 

Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, due from a related party, other current assets, accounts payable, loan payable, accrued expenses and other liabilities, approximates their recorded values due to their short-term maturities.

 

F-7


 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

 

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Accounts receivable, net

 

Accounts receivables are recognized and carried at original invoiced amount less an estimated allowance for credit losses. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires the Company to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. The Company adopted this guidance effective from October 1, 2022. The Company establishes a provision for credit losses based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated statements of operations and comprehensive loss. Delinquent account balances are written-off against the allowance for credit losses after management has determined that the likelihood of collection is not probable. For the years ended September 30, 2024 and 2023, the Company recorded $7,182 and $nil additional allowance for credit loss against account receivable respectively. As of September 30, 2024 and 2023, the Company recorded $7,182 and $nil of allowance for credit loss respectively.

 

Prepayment and other current assets

 

Prepayment and other current assets primarily consist of advances to vendors for purchasing goods or services, receivable from property leasing and others. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. The Company considers the assets to be impaired if the collectability of the advance becomes doubtful. The Company uses the aging method to estimate the allowance for uncollectible balances. The allowance is also based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections and utilizations. Actual amounts received or utilized may differ from management’s estimate of credit worthiness and the economic environment. Other receivables are written off against the allowances only after exhaustive collection efforts. No provision for credit losses was recorded as of September 30, 2024 and 2023, respectively.  

 

Property and equipment, net

 

Property and equipment are recorded at cost less accumulated depreciation. Depreciation is provided in the amounts sufficient to depreciate the cost of the related assets over their estimated useful life using the straight-line method, as follows:

 

      Estimated
useful life
 
Office equipment     3 years  
Buildings     20 years  

 

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the statements of income and other comprehensive income in other income or expenses. 

 

Impairment of long-lived assets

 

Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment charge was recognized for the years ended September 30, 2024 and 2023, respectively.

 

F-8


 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

 

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue recognition

 

Revenue is the transaction price the Company expects to be entitled to in exchange for the promised goods or services in a contract in the common course of the Company’s activities and is recorded net of value-added tax (“VAT”). The Company applies ASU 2014-09, Revenue from Contracts with Customers —ASC  Topic 606 (“ASC 606”) for its revenue recognition for all periods presented. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:

 

Step 1: Identify the contract(s) with a customer;

 

Step 2: Identify the performance obligations in the contract;

 

Step 3: Determine the transaction price including variable consideration to the extent that it is probable that a significant future reversal will not occur;

 

Step 4: Allocate the transaction price to the respective performance obligations in the contract; and

 

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation;

 

The Company primarily generates revenue through sales of tourism and sport products and providing construction service. Revenue recognition policies for each type of revenue stream are as follows

 

(1) Revenue from product sales

 

Product sales revenue is generally recognized at the point in time when control is transferred to customers, which typically occurs upon delivery, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services and is recorded net of value-added tax (“VAT”). Product sale contracts typically include a single performance obligation and there are no rights of return. The transaction price is based on the fixed contractual price with the customer. Revenue from product sales are recognized at point in time when control is transferred, which typically happens upon customer’s receipts of goods purchased with their signatures.

 

(2) Revenue from engineering construction

 

The Company’s revenues from engineering construction are normally under fixed-price contracts that may last from one to three months. These contracts require the Company to perform construction services including project planning, project design, installation of hardware and equipment and configuration based on customers’ specific needs, which requires significant customization. Upon completion, customer acceptance is generally required. The Company identifies a single performance obligation for the engineering construction contracts, which include a series of integrated services of project planning, project design, installation of hardware and equipment, and configuration. Revenue is recognized over the contract term using an input method under which the percentage of revenue to be recognized for a given project is measured by the estimates of the extent of progress towards project completion. Such contracts provide that the customer accept completion of progress to date and compensate the Company for services rendered, which may be measured in terms of costs incurred, units installed, or some other measure of progress. Application of the input method requires the use of estimates of costs to be incurred for the performance of the contract. Contract costs include all direct material costs, direct labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, and all costs associated with operation of equipment. The cost estimation process is based upon the professional knowledge and experience of the Company’s engineers, project managers and financial professionals. Management conducts periodic reviews to assess the contract’s schedule, performance, technical matters and estimated cost at completion. When changes in estimated contract costs are identified, such revisions may result in current period adjustments to operations applicable to performance in prior periods.

 

F-9


 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

 

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue recognition (continued)

 

Disaggregation of revenue

 

For the years ended September 30, 2024 and 2023, the disaggregation of revenue by major revenue stream is as follows:

 

   

For the years ended

September 30,

 
    2024     2023  
Category of Revenue:            
Product sales revenue recognized point in time   $ 50,314     $ 162,975  
Engineering construction revenue recognized over time     72,995       3,914  
Total   $ 123,309     $ 166,889  

 

Contract liabilities

 

Contract liabilities are presented as deferred revenue in the balance sheets, which mainly represents payment received from customers in advance of completion of performance obligations under a contract. The balance of deferred revenue is recognized as revenue upon the completion of performance obligations. As of September 30, 2024 and 2023, the balance of deferred revenue amounted to $nil and $4,412, respectively. All of which have been recognized as revenue during the Company’s following fiscal year.

 

Cost of revenues

 

Cost of revenues includes the cost of materials and goods purchased, which primarily consists of direct material costs, personnel-related costs, purchasing costs and overhead associated.

 

Value added tax (“VAT”)

 

Revenue represents the invoiced value of goods and services, net of VAT. The VAT is based on gross sales price and VAT rates range up to 13%, depending on the type of products sold or service provided. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in taxes payable. All of the VAT returns filed by the Company in the PRC remain subject to examination by the tax authorities for five years from the date of filing.

 

Rental income

 

As a lessor, the Company leases its commercial property through the short-term lease arrangements (one year or less). Under these arrangements, in exchange for providing the commercial property, the Company earns fixed rental payment over the lease term. The lease is classified as an operating lease due to short term nature and the rental revenue is recognized over the lease term. The depreciation of the commercial cleaning robots is recorded as corresponding cost.

 

F-10


 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

 

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Income taxes

 

Current income taxes are provided on the basis of income/(loss) for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are provided using the assets and liabilities method. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. The effect on deferred taxes of a change in tax rates is recognized in the statement of operations and comprehensive loss in the period of change. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more-likely-than-not that some portion of, or all of the deferred tax assets will not be realized 

 

The guidance on accounting for uncertainties in income taxes prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Guidance was also provided on recognition of deferred tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Significant judgment is required in evaluating the Company’s uncertain tax positions and determining its provision for income taxes. The Company recognizes interests and penalties, if any, under accrued expenses and other current liabilities on its balance sheet and under other expenses in its statement of operations and comprehensive income. The Company did not recognize any interest and penalties associated with uncertain tax positions for the years ended September 30,2024 and 2023. As of September 30, 2024 and 2023, the Company did not have any significant unrecognized uncertain tax positions

 

Foreign currency translation

 

The functional currency of the Company is the local currency of the county in which it operates. The Company’s financial statements are reported using U.S. Dollars. The results of operations and the statements of cash flows denominated in foreign currencies are translated at the average rates of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect on that date. The equity denominated in the functional currencies is translated at the historical rates of exchange at the time of capital contributions. Because cash flows are translated based on the average translation rates, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component in accumulated other comprehensive income included in statements of changes in equity. Gains and losses from foreign currency transactions are included in the statement of income and comprehensive income.

 

Since the Company operates primarily in the PRC, the Company’s functional currency is the Chinese Yuan (“RMB”). The Company’s financial statements have been translated into the reporting currency of U.S. Dollars (“$”). The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in the translation.

 

The following table outlines the currency exchange rates that were used in creating the combined and financial statements in this report:

 

     

For the years ended

September 30,

 
      2024       2023  
Period Ended RMB: USD exchange rate     $1=RMB7.0176       $1=RMB7.2960  
Period Average RMB: USD exchange rate     $1=RMB7.2043       $1=RMB7.0533  

 

F-11


 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

 

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Related parties

 

Related parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly, or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

Statutory reserves

 

The Company is required to make appropriations to certain non-distributable reserve funds. In accordance with the Company Laws of the PRC, the Company registered as PRC domestic company must take appropriations from its after-tax profit as determined under the PRC GAAP to non-distributable reserve funds including a statutory surplus fund and a discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of after tax profits as determined under the PRC GAAP. Appropriation is not required if the surplus fund has reached 50% of the registered capital of the Company. Appropriation to the discretionary surplus fund is made at the discretion of the Company. The use of the general reserve fund, statutory surplus fund and discretionary surplus fund are restricted to the off-setting of losses or increasing capital of the respective company. All these reserves are not allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation. As of September 30, 2024 and 2023, no statutory reserves was made due to the Company has not generated any surplus.

 

Warranty

 

The Company generally provides standard warranties on its product sold or projects constructed. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations. The Company accrues estimated future warranty costs and charges to cost of revenues in the period that the related revenue is recognized. These estimates are established based on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. Management believes that the warranty accrual is appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the accrual.

 

Commitments and Contingencies

 

In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially 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 remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

 

F-12


 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

 

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Concentrations of risks

 

(a) Concentration of customers and suppliers 

 

For the year ended September 30, 2024, two customers accounted for 53.1% and 33.5% of the Company’s total revenue. Two customers accounted for 59.5% and 40.5% of the Company’s total accounts receivable as of September 30, 2024.

 

For the year ended September 30, 2023, three customers accounted for 51.1%, 16.2% and 11.2% of the Company’s total revenue. Two customers accounted for 55.0% and 37.4% of the Company’s total accounts receivable as of September 30, 2023.

  

For the year ended September 30, 2024, three vendors accounted for 31.7%, 23.5% and 22.9% of the Company’s total purchases. Two vendors accounted for 47.0%, and 46.5% of the Company’s accounts payable as of September 30, 2024.

 

For the year ended September 30, 2023, three vendors accounted for 33.2%, 22.3% and 15.5% of the Company’s total purchases. Two vendors accounted for 73.6%, and 26.4% of the Company’s accounts payable as of September 30, 2023.

 

(b) Concentration of credit risk

 

Assets that potentially subject the Company to a significant concentration of credit risk primarily consist of cash and cash equivalents, accounts receivable, amount due from a related party and other current assets. The maximum exposure of such assets to credit risk is their carrying amounts as at the balance sheet dates. As of September 30, 2024 and 2023, the aggregate amount of cash of $30,474 and $1,318, respectively, was held at major financial institutions in the PRC, where there is a RMB500,000 deposit insurance limit for a legal entity’s aggregated balance at each bank. To limit the exposure to credit risk relating to deposits, the Company primarily places cash and cash equivalents with reputable financial institutions and performs ongoing credit evaluation on a timely manner. The Company conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Company establishes an accounting policy to provide for allowance for credit losses based on the individual customer’s and supplier’s financial condition, credit history, and the current economic conditions.

 

(c) Foreign currency risk

 

The Company’s transactions are denominated in RMB and assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.

 

It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. The change in the value of the RMB relative to the U.S. dollar may affect the Company’s financial results reported in the U.S. dollar terms without giving effect to any underlying changes in the Company’s business or results of operations. Currently, the Company’s assets, liabilities, revenues and costs are denominated in RMB. To the extent that the Company needs to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company.

 

F-13


 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

 

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Risks and uncertainties

 

The Company has operations in China. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. The Company believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.

 

The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to regional wars, geopolitical tensions, natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could potentially and significantly disrupt the Company’s operations.

 

Recent accounting pronouncements 

 

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

 

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections—Overall, 260-10 Earnings Per Share—Overall, 270-10 Interim Reporting—Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities—Oil and Gas—Notes to Financial Statements, 946-20 Financial Services—Investment Companies—Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all entities, the amendments will be effective two years later from the date of the SEC’s removal. On November 27, 2023, the FASB issued ASU 2023-07. The amendments improve reportable segment disclosure requirements. Main provisions include: (1) significant segment expenses—public entities are required to disclose significant segment expenses by reportable segment by reportable segment if they are regularly provided to the CODM and included in each reported measure of segment profit or loss; (2) other segment items—public entities are required to disclose other segment items by reportable segment. Such a disclosure would constitute the difference between deferred revenues less the significant expenses (disclosed) less reported segment profit or loss; (3) multiple measures of a segment’s profit or loss—public entities may disclose more than one measure of segment profit or loss used by the CODM, provided that at least one of the reported measures includes the segment profit or loss measure that is most consistent with GAAP measurement principles; (4) CODM-related disclosures—disclosure of the CODM’s title and position is required on an annual basis, as well as an explanation of how the CODM uses the reported measure(s); (5) entities with a single reportable segment—public entities must apply all of the ASU’s disclosure requirements, as well as all existing segment disclosure and reconciliation requirements in ASC 280; (6) recasting of prior-period segment information—recasting is required if segment information regularly provided to the CODM is changed in a manner that causes the identification of significant segment expenses to change. The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023. Early adoption is permitted. A public entity should apply the amendments in this update retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of the amendments on its consolidated financial statements.

 

F-14


 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

 

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is also permitted. This ASU will result in additional required disclosures when adopted, where applicable.

 

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2025. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. Once adopted, this ASU will result in additional disclosures.

 

In March 2024, the FASB issued ASU 2024-02, “Codification Improvements – Amendments to Remove References to the Concept Statements” (“ASU 2024-02”). ASU 2024-02 contains amendments to the FASB Accounting Standards Codification that remove references to various FASB Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this guidance on Financial Statements.

 

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s balance sheets, statements of operation and comprehensive income and statements of cash flows.

 

Note 3 — LIQUIDITY AND GOING CONCERN

 

In assessing its liquidity and the significant doubt about its ability to continue as a going concern, the Company monitors and analyzes the cash on hand, its ability to generate sufficient revenue sources in the future and our operating and capital expenditure commitments. For the year ended September 30, 2024, the Company had net loss of $43,312 and net cash used in operating activities of $119,410 . As of September 30, 2024, the Company had negative working capital of $103,754. These factors raised substantial doubt about the Company’s ability to continue as a going concern.

 

The Company monitors and analyzes its cash and cash equivalent, future revenue-generating capabilities, and operating and capital expenditure commitments. Historically, the Company has primarily funded its working capital needs through operations, property rental income, and shareholder advances. It plans to continue relying on these sources in the near term to maintain sufficient working capital. Currently, the Company holds certain properties that generate annual contractual rental income of approximately $51,300 (RMB360,000). Management believes that existing cash reserves and projected cash flows will be adequate to meet the Company’s anticipated cash needs for at least the next 12 months from the date of this report. However, should there be changes in business conditions, strategic opportunities, or other developments, additional cash resources may be required. In such circumstances, the Company may consider raising funds through debt or equity financing or securing a credit facility.

 

F-15


 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

 

Note 4 — ACCOUNTS RECEIVABLE, NET

 

Accounts receivable, net consisted of the following:

 

    September 30,
2024
    September 30,
2023
 
Accounts receivable   $ 7,182     $ 7,477  
Less: allowance for credit losses     (7,182 )     -  
Accounts receivable, net   $ -     $ 7,477  

 

Movement of provision for account receivable’s allowance for credit losses

 

    September 30,
2024
    September 30,
2023
 
Beginning balance   $ -     $                -  
Provision     6,996       -  
Foreign exchange translation effect     186       -  
Ending balance   $ 7,182     $ -  

 

Note 5 — PREPAYMENTS AND OTHER CURRENT ASSETS

 

Prepayments and other current assets, net consisted of the following:

 

    September 30,
2024
    September 30,
2023
 
Advance to employees   $ -     $ 3,714  
Prepaid VAT     23,615       -  
Rental receivable     38,475       -  
Others     -       3,773  
Prepayment and other current assets   $ 62,090     $ 7,487  

 

Note 6 — PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net, consist of the following:

 

    September 30,
2024
    September 30,
2023
 
Office equipment   $ 1,086     $ 1,046  
Building     1,558,296       -  
Subtotal     1,559,382       1,046  
Less: accumulated depreciation     (74,422 )     (55 )
Property and equipment, net   $ 1,484,960     $ 991  

 

Depreciation expenses for the years ended September 30, 2024 and 2023 amounted to $72,437 and $55, respectively.

 

Note 7 — LOAN PAYABLE

 

On September 9, 2024, the Company borrowed unsecured working capital loan of $284,998 from a third party with 0.2% interest rate per annum and maturity on December 31, 2024. As of September 30, 2024, the total principal and interest balance was $285,032. This loan has been fully repaid as of December 31, 2024.

 

F-16


 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

 

Note 8 — RELATED Y BALANCES AND TRANSACTIONS 

  

Due from a related party

 

Due from a related party amounted to $209,577 and $66,606 as of September 30, 2024 and 2023, respectively, representing the balance of funds advanced to Dongfang Zhao, the shareholder of the Company, for immediate business and travel advance on behalf of the Company. The balance has been collected as of January 24, 2025, subsequently.

 

Note 9 — TAXES

 

(a) Corporate Income Taxes (“CIT”)

 

Under the Enterprise Income Tax (“EIT”) Law of PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on a case-by-case basis. The Company is subject to statutory 25% income tax rate.

 

The PRC tax system is subject to substantial uncertainties. There can be no assurance that changes in PRC tax laws or their interpretation or their application will not subject the Company to substantial PRC taxes in the future.

 

i) The components of the income tax provision are as follows:

 

    For the years ended
September 30,
 
    2024     2023  
Current income tax   $ -     $ 90  
Deferred income tax     (2,280 )     -  
Total income taxes (benefit)/expense   $ (2,280 )   $ 90  

 

ii) The following table reconciles PRC statutory rates to the Company’s effective tax rate:

 

    For the years ended September 30,  
    2024     2023  
(Benefit) income expense computed based on PRC statutory rate   $ (11,398 )   $ 775  
Non-deductible (non-taxable) items and others     9,118       (685 )
Income taxes (benefit)   $ (2,280 )   $ 90  

 

iii) The following table summarizes deferred tax assets resulting from differences between financial accounting basis and tax basis of assets and liabilities:

 

    September 30,
2024
    September 30,
2023
 
Deferred tax assets:            
Net operating loss carry-forward   $ 1,981     $                  -  
Allowance for credit losses     359       -  
Total deferred tax assets   $ 2,340     $ -  

 

F-17


 

ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

 

Note 9 — TAXES (CONTINUED)

 

(b) Taxes payable

 

Taxes payable consists of the following: 

 

   

September 30,

2024

   

September 30,

2023

 
Value-added tax payable   $                 -     $ 2,073  
Other taxes payable     15       -  
Total taxes payable   $ 15     $ 2,073  

 

According to the PRC Tax Administration and Collection Law, the statute of limitation is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitation is extended to five years under special circumstances where the underpayment of taxes is more than RMB100. In the case of transfer pricing issues, the statute of limitation is 10 years. There is no statute of limitation in the case of tax evasion. As of September 30, 2024, the tax years ended December 31, 2019 through December 31, 2023 for the Company remain open for statutory examination by PRC tax authorities. 

 

Note 10 — SHAREHOLDERS’ EQUITY

 

Share Capital

 

The Company was incorporated under the laws of the People's Republic of China on July 2, 2020, and 1,415,228 ordinary shares were issued on the same date.

 

Subscription Receivables

 

In connection with the issuance of 1,415,228 ordinary shares on July 2, 2020, the Company received total proceeds of $1,415,228 from shareholders by December 15, 2023.

 

Note 11 — COMMITMENTS AND CONTINGENCIES

 

Contingencies

 

From time to time, the Company is subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. As of September 30, 2024, the Company has no material outstanding litigations.

 

Note 12 — SUBSEQUENT EVENTS

 

On April 10, 2023, the shareholders of the Company entered into a Share Purchase Agreement (“SPA”) with Wenzhou Lilong Network Technology Co., Ltd. (formerly named as Wenzhou Lilong Logistics Services Co., Ltd. “Lilong Technology”). According to the terms of the SPA, Lilong Technology will acquire a 100% equity interest in the Company from its shareholders. The transaction was completed on July 22, 2025

 

F-18

 

EX-99.2 3 ea024795001ex99-2_golden.htm UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF GOLDEN SUN HEALTH TECHNOLOGY GROUP LIMITED AND ZHEJIANG OULONG CULTURAL AND TOURISM INDUSTRY DEVELOPMENT CO., LTD. AS OF AS OF AND FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2024

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

On April 10, 2023, Wenzhou Lilong Network Technology Co., Ltd (formally named as Wenzhou Lilong Logistics Services Co., Ltd), an indirectly wholly-owned subsidiary of Golden Sun Health Technology Group Limited (the “Company”), signed a share purchase agreement (“SPA”) to purchase 100% equity interest of Zhejiang Oulong Cultural and Tourism Industry Development Co., Ltd (the “Oulong”) from its original shareholders consisting of a third party and Ms. Zhao Dongfang (the “Acquisition”).. Ms. Zhao Dongfang was a minority shareholder of the Company, holding approximately 3.4% of its equity shares. As of the date of this report, Ms. Zhao Dongfang holds 100 shares of the Company. The Oulong is a provider of waterfront tourism projects especially water sports projects development. Pursuant to the agreement amended on March 1, 2024, the total consideration is $6,155,951 (RMB43.2 million). On July 30, 2025, the Acquisition was closed.

 

The unaudited pro forma condensed combined statement of financial position is based on the individual historical consolidated statement of financial position of the Oulong and the Company, prepared in accordance with the United States of America (“U.S. GAAP”), as of September 30, 2024, and has been prepared to reflect the effect of the Acquisition as if it had occurred on October 1, 2023. The unaudited pro forma condensed combined statement of comprehensive loss for the year ended September 30, 2024, gives effect to the Acquisition as if it had occurred on October 1, 2023, the beginning of the Company’s fiscal year. The historical condensed combined financial information has been adjusted to give effect to pro forma events that are: 1) directly attributable to the Acquisition; 2) factually supportable; and 3) with respect to the statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information were prepared in accordance with Article 11 of U.S. Securities and Exchange Commission Regulation S-X. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial information have been made, as further described in the accompanying notes.

 

The unaudited pro forma condensed combined financial information is derived from and should be read in conjunction with the Oulong’s historical audited financial statements for the year ended September 30, 2024, included as Exhibit 99.2 to the Report of Foreign Private Issuer on Form 6-K furnished to the SEC by the Company on July 31, 2025, the Company’s historical audited financial statements for the year ended September 30, 2024 included in the Company’s Annual Report on Form 20-F filed to the SEC on February 14, 2025.

 

The unaudited pro forma combined condensed financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have resulted had the Acquisition described above been consummated at the dates indicated, nor is it necessarily indicative of the results of operations which may be realized in the future. Furthermore, the unaudited pro forma combined condensed financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies.

 

 


 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2024

(Expressed in U.S. dollar, except for the number of shares)

 

    A     B                  
    Oulong     The Company     Pro Forma         Pro Forma  
    2024     2024     Adjustments     Notes   Combined  
ASSETS                                    
CURRENT ASSETS:                                    
Cash and cash equivalents   $ 30,482     $ 839,622     $ (638,232 )    (5)   $ 231,872  
Accounts receivable, net     -       50,765       -           50,765  
Contract assets     -       563,583       -           563,583  
Inventories     -       375,881       -           375,881  
Due from a related party     209,577       -       -           209,577  
Acquisition deposit     -       5,517,719       (5,517,719 )   (5)     -  
Prepayments and other current assets     62,090       3,005,505       (4,275 )   (8)     3,063,320  
TOTAL CURRENT ASSETS     302,149       10,353,075       (6,160,226 )         4,494,998  
NON CURRENTASSETS:                                    
Property, equipment and intangible assets, net     1,484,960       211,672       1,797,548     (1)(2)     3,494,180  
Long-term investments     -       4,617,863       -           4,617,863  
Operating lease right-of-use assets, net     -       702,453       -           702,453  
Deferred tax assets     2,340       -       -           2,340  
Goodwill     -       -       2,979,575     (5)     2,979,575  
Prepayments and other non-current assets     -       1,198,406       -           1,198,406  
TOTAL NON CURRENTASSETS     1,487,300       6,730,394       4,777,123           12,994,817  
TOTAL ASSETS   $ 1,789,449     $ 17,083,469     $ (1,383,103 )       $ 17,489,815  
LIABILITIES AND EQUITY                                    
CURRENT LIABILITIES:                                    
Long-term bank loans - current portion   $ -     $ 1,567,487     $ -         $ 1,567,487  
Accounts payable     120,144       1,408,467       -           1,528,611  
Deferred revenue     -       4,123,849       -           4,123,849  
Accrued expenses and other liabilities     712       1,231,128       (4,275 )   (8)     1,227,565  
Refund liabilities     -       323,671       -           323,671  
Loan from third parties     285,032       447,914       -           732,946  
Operating lease liabilities-current     -       246,809       -           246,809  
Taxes payable     15       4,223,538       -           4,223,553  
TOTAL CURRENT LIABILITIES     405,903       13,572,863       (4,275 )         13,974,491  
                                     
NON CURRENTLIABILITIES:                                    
Operating lease liabilities-non-current     -       409,703       -           409,703  
Deferred tax liability     -       -       89,877     (3)(4)     89,877  
Long-term bank loans - non-current portion     -       1,766,986       -           1,766,986  
Due to a related party     -       854,271       -           854,271  
Long-term loan from third party     -       68,275       -           68,275  
TOTAL NON CURRENTLIABILITIES     -       3,099,235       89,877           3,189,112  
TOTAL LIABILITIES     405,903       16,672,098       85,602           17,163,603  
                                     
COMMITMENTS AND CONTINGENCIES                                    
                                     
EQUITY:                                    
Class A ordinary shares     -       7,890       -           7,890  
Class B ordinary shares     -       2,015       -           2,015  
Additional paid in capital     1,415,228       19,450,741       (1,415,228 )   (6)     19,450,741  
Statutory reserves     -       1,007,027       -           1,007,027  
Accumulated deficit     (40,305 )     (18,541,751 )     (44,854 )   (6)     (18,626,910 )
Accumulated other comprehensive loss     8,623       (1,208,386 )     (8,623 )   (6)     (1,208,386 )
TOTAL SHAREHOLDERS’ EQUITY     1,383,546       717,536       (1,468,705 )         632,377  
Non-controlling interests     -       (306,165 )     -           (306,165 )
TOTAL EQUITY     1,383,546       411,371       (1,468,705 )         326,212  
TOTAL LIABILITIES AND EQUITY   $ 1,789,449     $ 17,083,469     $ (1,383,103 )       $ 17,489,815  

 

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED SEPTEMBER 30, 2024

(Expressed in U.S. dollar, except for the number of shares)

 

    A     B                  
    Oulong     The Company     Pro Forma         Pro Forma  
    2024     2024     Adjustments     Notes   Combined  
Revenues   $ 123,309     $ 10,159,020     $ -         $ 10,282,329  
Cost of revenues     109,307       7,796,239       -           7,905,546  
Gross profit     14,002       2,362,781       -           2,376,783  
                                     
Operating expenses:                                    
Selling expenses     214       762,451       -           762,665  
General and administrative expenses     51,129       4,163,160       (88,295 )   (2)(7)(9)     4,125,994  
Total operating expenses     51,343       4,925,611       (88,295 )         4,888,659  
Loss from operations     (37,341 )     (2,562,830 )     88,295           (2,511,876 )
                                     
Other income (expense):                                    
Interest expense, net     -       (243,530 )     -           (243,530 )
Investment loss     -       (816,472 )     -           (816,472 )
Other expense, net     (8,251 )     (327,403 )     1,346     (7)(9)     (334,308 )
Total other income (expense), net     (8,251 )     (1,387,405 )     1,346           (1,394,310 )
                                     
Loss before income taxes     (45,592 )     (3,950,235 )     89,641           (3,906,186 )
                                     
Income taxes (benefit) provision     (2,280 )     18,617       4,482     (4)     20,819  
Net loss     (43,312 )     (3,968,852 )     85,159           (3,927,005 )
                                     
Less: net loss attributable to non-controlling interests     -       (262,686 )     -           (262,686 )
Net loss attributable to the Company   $ (43,312 )   $ (3,706,166 )   $ 85,159         $ (3,664,319 )
                                     
Net loss     (43,312 )     (3,968,852 )     85,159           (3,927,005 )
Other comprehensive loss                                    
Foreign currency translation adjustments     8,723       3,958       -           12,681  
Comprehensive loss     (34,589 )     (3,964,894 )     85,159           (3,914,324 )
Less: comprehensive loss attributable to non-controlling interests     -       (271,363 )     -           (271,363 )
Comprehensive loss attributable to the Company   $ (34,589 )   $ (3,693,531 )   $ 85,159         $ (3,642,961 )
                                     
Weighted average number of shares outstanding                                    
Basic and diluted     -       1,980,944       -           1,980,944  
Loss per share                                    
Basic and diluted   $ -     $ (1.87 )   $ -         $ (1.85 )

 

3


 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Note 1 - Basis of presentation

 

The unaudited pro forma condensed combined statement of operations for the year ended September 30, 2024, was derived from Oulong’s historical audited financial statements for the year ended September 30, 2024, included as Exhibit 99.2 to the Report of Foreign Private Issuer on Form 6-K furnished to the SEC by the Company on July 28, 2025, the Company’s historical audited financial statements for the year ended September 30, 2024 included in the Company’s Annual Report on Form 20-F filed to the SEC on February 14, 2025.

 

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting in accordance with the provisions of ASC 805, Business Combinations, with the Company determined to be the acquirer under this guidance. In the unaudited pro forma condensed combined balance sheet, the purchase consideration associated with the Acquisition has been allocated to the assets acquired and liabilities assumed, based upon their respective fair values as of the Acquisition Date. Any excess of the purchase consideration over the fair value of identified tangible and intangible assets acquired and liabilities assumed is recognized as goodwill. Management believes the estimated fair values utilized for the assets acquired and liabilities assumed are based on reasonable estimates and assumptions. The fair values are subject to adjustment for up to one year after the Acquisition Date as additional information is obtained.

 

Information has been prepared based on these preliminary estimates, and the final amounts recorded may differ materially from the information presented. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Acquisition.

 

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. The pro forma adjustments reflecting the consummation of the Acquisition are based on certain currently available information and certain assumptions and methodologies that the Company believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. The Company believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Acquisition based on information available to management and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

 

The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or balance sheets that might have been achieved for the periods presented, nor is it necessarily indicative of the future results of the combined company.

 

The unaudited pro forma condensed combined financial information does not necessarily reflect what the combined company’s financial condition or results of operations would have been had the transactions occurred on the dates indicated. The unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual balance sheets and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

 

4


 

Note 2 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

 

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction, or Transaction Accounting Adjustments, and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur, or Management’s Adjustments. The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

 

Note 3 - Pro Forma Adjustments

 

The following describes the pro forma adjustments related to the Acquisition, that have been made in the accompanying unaudited pro forma condensed combined statements of operations for the year ended September 30, 2024, giving effect to the Acquisition as if it had been consummated on October 1, 2023, all of which are based on preliminary estimates that could change significantly as additional information is obtained:

 

(a) The preliminary purchase price allocation is as follows

 

Cash paid   $ 5,517,719  
Purchase consideration payable     638,232  
Total consideration   $ 6,155,951  
         
Assets and liability acquired        
Cash   $ 30,482  
Due from a related party     209,577  
Prepaid expenses and other current assets, net     62,090  
Property, plant and equipment, net     3,372,149  
Goodwill     2,979,575  
Deferred tax assets     2,340  
Accounts payable     (120,144 )
Accrued expenses and other liabilities     (712 )
Loan from third party     (285,032 )
Taxes payable     (15 )
Deferred tax liability     (94,359 )
Net asset   $ 6,155,951  

 

The pro forma adjustments give effect to the forward acquisition accounting, and specifically:

 

(1) to recognize $1,887,189 additional fair value identified on property, plant and equipment.

 

(2) To recognize the related $89,641 depreciation expense for additional fair value identified on property, plant and equipment with a twenty-year useful life. for the year ended September 30, 2024

 

(3) To recognize $94,359 deferred tax liabilities associated with the additional fair value identified on the property, plant and equipment.

 

(4) To recognized the related deferred tax recovery of $4,482 associated with depreciation expense for additional fair value identified on property, plant and equipment for the year.

 

(5) To recognize goodwill of $2,979,575 from the acquisition

 

(6) Represents the consolidation equity elimination upon consolidation of Oulong and the payment of purchase consideration

 

(7) To eliminate intercompany transactions of $16,657 for the year ended September 30, 2024.

 

(8) To eliminate intercompany balance of $4,275 outstanding for the year ended September 30, 2024.

 

(9) To reclass $18,003 depreciation expense for the property, plant and equipment from other income, net to general and administrative expenses after the acquisition.

 

5