UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March ~~December~~ 31, ~~2023~~ 2024

☐ 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 333-214469

CAMBELL INTERNATIONAL HOLDING CORP.

(~~FORMELY~~ FORMERLY BITMIS CORP.)

(Exact name of registrant as specified in its charter)

Nevada		98-1310024
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1-17-1 Zhaojia Road

Xinglongtai District
Panjin City, Liaoning Province

People’s Republic of China

(Address of principal executive offices, Zip Code)

+86 15842767931

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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, smaller reporting company, or an emerging growth company. See 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 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~February 5~~May 20, 2024, there were 7,250,750 common shares issued and outstanding.

CAMBELL INTERNATIONAL HOLDING CORP.

FORMERLY BITMIS CORP.

QUARTERLY REPORT ON FORM 10-Q

Table of Contents

		Page
PART I	FINANCIAL INFORMATION:	1
Item 1.	Financial Statements (Unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3533
Item 4.	Controls and Procedures	3533
PART II	OTHER INFORMATION:	3634
Item 1	Legal Proceedings	3634
Item 1A	Risk Factors	3634
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3634
Item 3.	Defaults Upon Senior Securities	3634
Item 4.	Mine Safety Disclosures	3634
Item 5.	Other Information	3634
Item 6.	Exhibits	3634

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CAMBELL INTERNATIONAL HOLDING

FORMERLY BITMIS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~DECEMBER~~MARCH 31, ~~2023~~2024 AND JUNE 30, 2023

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

	December 31, 2023			June 30, 2023
	March 31, 2024			June 30, 2023
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	~~122~~65,~~315~~934		$	286,272
Accounts receivable, net of $59,259 and $58,021 allowance for doubtful accounts as of December 31, 2023 and June 30, 2023, respectively		194,425			25,444
Accounts receivable, net of $58,271 and $58,021 allowance for doubtful accounts as of March 31, 2024 and June 30, 2023, respectively		137,898			25,444
Prepayments		92105,~~492~~326			107,613
Other receivables		~~320~~312,~~901~~120			36,740
Amounts due from related parties		19,~~629~~301			19,219
Inventory		~~320~~235,~~460~~587			369,327
Total current assets		1876,~~070,222~~166			844,615
NON-CURRENT ASSETS
Property, plant and equipment, net		3630,~~649~~640			48,806
Total non-current assets		3630,~~649~~640			48,806
TOTAL ASSETS	$	1906,~~106,871~~806		$	893,421
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	78,~~098~~490		$	16,541
Advance from customers		~~488~~428,~~843~~199			347,429
Amounts due to related parties		32,~~256~~787,~~530~~617			3,421,327
Payroll payable		1323,~~021~~854			16,212
Tax payable		3540,~~042~~472			44,416
Other payables		248,~~817~~593			63,651
Total current liabilities		3,~~803~~337,~~351~~225			3,909,576
TOTAL LIABILITIES	$	3,~~803~~337,~~351~~225		$	3,909,576
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ DEFICIT
Preferred shares, par value $0.001, 10,000,000 shares authorized, 10,000,000 and 0 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively		10,000			10,000
Preferred shares, par value $0.001, 10,000,000 shares authorized, 10,000,000 and 10,000,000 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively		10,000			10,000
Common shares, par value $0.001; 75,000,000 shares authorized, 6,250,750 and 6,250,750 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively		6,251			6,251
Common shares, par value $0.001; 75,000,000 shares authorized, 6,250,750 and 6,250,750 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively		6,251			6,251
Common shares to be issued, par value $0.001; 1,000,000 and 1,000,000 shares to be issued as of December 31, 2023 and June 30, 2023, respectively		1,000			1,000
Common shares to be issued, par value $0.001; 1,000,000 and 1,000,000 shares to be issued as of March 31, 2024 and June 30, 2023, respectively		1,000			1,000
Subscription receivable		(17,251	)		(17,251	)
Accumulated deficit		(2,~~918~~697,~~799~~464	)		(3,296,036	)
Accumulated other comprehensive income		~~222~~267,~~319~~045			279,881
Total Shareholders’ Deficit		(2,~~696~~430,~~480~~419	)		(3,016,155	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	1906,~~106,871~~806		$	893,421

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

CAMBELL INTERNATIONAL HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE INCOME (LOSS)

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

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

(Unaudited)

	For the six months ended December 31,
	For the three months ended March 31,						For the nine months ended March 31,
	2023			2022
	2024			2023			2024			2023
REVENUES	$	~~868~~456,~~445~~177		$	~~286~~54,~~273~~647		$	1,324,622		$	340,920
COST OF REVENUES		~~399~~140,~~191~~498			~~232~~39,~~648~~994			539,689			272,641
GROSS PROFIT		~~469~~315,~~254~~679			5314,~~625~~653			784,933			68,279
OPERATING EXPENSES
Selling expenses		126,~~684~~667			19,~~231~~383			19,351			10,614
General and administrative expenses		~~116~~90,~~820~~159			~~307~~105,~~162~~084			206,979			412,247
Total operating expenses		~~129~~96,~~504~~826			~~308~~114,~~393~~467			226,330			422,861
INCOME (LOSS) FROM OPERATIONS		~~339~~218,~~750~~853			(~~254~~99,~~768~~814	)		558,603			(354,582	)
OTHER INCOME (EXPENSE), NET
Other incomes		392,~~242~~486			~~24,950~~1001			41,728			25,952
Other expenses		(~~1,755~~4	)		~~(4,896~~-	)		(1,759	)		(4,898	)
Total other income net		372,~~487~~482			201,~~054~~001			39,969			21,054
NET INCOME (LOSS) BEFORE INCOME TAX		~~377~~221,~~237~~335			(~~234~~98,~~714~~813	)		598,572			(333,528	)
Income tax expense		-			-			-			-
NET INCOME (LOSS)		~~377~~221,~~237~~335			(~~234~~98,~~714~~813	)		598,572			(333,528	)
Other comprehensive income:
Other comprehensive income (loss):
Foreign currency translation income		(57,562	)		297,306
Foreign currency translation income (loss)		44,726			(10,921	)		(12,836	)		286,385
Total comprehensive income		319,675			62,592
Total comprehensive income (loss)	$	266,061		$	(109,734	)	$	585,736		$	(47,143	)
Weighted average number of ordinary shares outstanding - basic and diluted		7,250,750			7,250,750			7,250,750			7,250,750
Net earning (loss) per share-basic and diluted	$	0.0503		$	(0.0301	)	$	0.08		$	(0.05	)

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

CAMBELL INTERNATIONAL HOLDING CORP.

FORMERLY BITMIS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(EXPRESSED IN U.S. DOLLAR, EXCEPT FOR THE NUMBER OF SHARES)

(Unaudited)

	Preferred shares				Common shares				Common shares to be issued										Accumulated other
	Number of				Number of				Number of				Subscription			Accumulated			comprehensive
	shares		Amount		shares		Amount		shares		Amount		receivable			Deficit			income			Total
Balance, June 30, 2023		10,000,000	$	10,000		6,250,750	$	6,251		1,000,000	$	1,000	$	(17,251	)	$	(3,296,036	)	$	279,881		$	(3,016,155	)
Net income		-		-		-		-		-		-		-			~~377~~598,~~237~~572			-			~~377~~598,~~237~~572
Foreign currency translation adjustment		-		-		-		-		-		-		-			-			(5712,~~562~~836	)		(5712,~~562~~836	)
Balance, December 31, 2023		10,000,000	$	10,000		6,250,750	$	6,251		1,000,000	$	1,000	$	(17,251	)	$	(2,918,799	)	$	222,319		$	(2,696,480	)
Balance, March 31, 2024		10,000,000	$	10,000		6,250,750	$	6,251		1,000,000	$	1,000	$	(17,251	)	$	(2697,464	)	$	267,045		$	(2,430,419	)

	Preferred shares				Common shares						Common shares to be issued											Accumulated other
	Ordinary shares				Additional						Accumulated other
	Number of				Number of						Number of					Subscription			Accumulated			comprehensive
	Number				paid-in			Accumulated			comprehensive
	shares		Amount		shares			Amount			shares		Amount			receivable			Deficit			income		Total
	of shares		Amount		capital			deficit			income		Total
Balance, June 30, 2022		106,~~000~~250,~~000~~750	$	106,~~000~~251	$	(6,~~250,750~~251	)	$	6(2,~~251~~200,149	)	$	126,~~000,000~~132	$	1(2,~~000~~174,017	)	$	~~(17,251~~	)	$	~~(2,200,149~~	)	$	~~26,132~~	$	~~(2,174,017~~	)
Net loss		-		-		-			-			-		-			-			(234,714	)		-		(234,714	)
Reverse acquisition recapitalization		1,000,000		1,000		(1,000	)		-			-		-
Foreign currency translation adjustment		-		-		-			-			-		-			-			-			297,306		297,306
Net loss		-		-		-			(333,528	)		-		(333,528	)
Balance, December 31, 2022		10,000,000	$	10,000		6,250,750		$	6,251			1,000,000	$	1,000		$	(17,251	)	$	(2,434,863	)	$	323,438	$	(2,111,425	)
Foreign currency translation adjustment		-		-		-			-			286,385		286,385
Balance, March 31, 2023		7,250,750	$	7,251	$	(7,251	)	$	(2,533,677	)	$	312,517	$	(2,221,160	)

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

CAMBELL INTERNATIONAL HOLDING CORP.

FORMERLY BTMIS HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Expressed in U.S. dollars)

(Unaudited)

	December 31, 2023			December 31, 2022
	March 31,			March 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	~~377~~598,~~237~~572		$	(~~234~~333,~~714~~528	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		56,~~175~~793			1725,~~167~~862
Changes in operating assets and liabilities:
Accounts receivables		(165,300	)		-
Accounts receivable, net		(112,361	)		(26,448	)
Other receivables		(~~278~~275,~~096~~259	)		~~631~~855,~~451~~363
Prepayments		172,~~091~~749			(6754,~~864~~061	)
Inventory		55135,~~684~~344			(~~331~~325,~~250~~141	)
Accounts payable		(98,~~613~~123	)		(50,~~391~~408	)
Advance from customers		~~131~~79,~~507~~289			(6,~~362~~387,~~606~~705	)
Payroll payable		(37,~~471~~573	)		1(21,~~753~~556	)
Tax payable		(104,~~129~~134	)		(48,~~555~~939	)
Other payables		(6115,~~032~~334	)		(34,~~800~~024,~~399~~516	)
Net cash provided by (used in) operating activities		59415,~~053~~109			(10,~~201~~351,~~408~~077	)
CASH FLOWS FROM INVESTING ACTIVITIES
Disposal (purchase) of property, plant and equipment		711,~~777~~585			(1,~~170~~171	)
Cash provided by (used in) investing activities		7,777			(1,170	)
Net cash provided by (used in) investing activities		11,585			(1,171	)
CASH FLOWS FROM FINANCIING ACTIVITIES
Proceeds from advances from related parties		-			10,210,570
(Repayment to) proceeds from related parties		(648,487	)		3,083,308
Repayment to related parties		(233,322	)		-
Repayment from related parties		-			7,014,447
Cash (used in) provided by financing activities		(233,322	)		10,210,570
Net cash (used in) provided by financing activities		(648,487	)		10,097,755
EFFECT OF EXCHANGE RATE ON CASH		21,~~535~~455			~~186~~183,~~027~~659
NET CHANGE IN CASH		(163,957	)		194,019
NET CHANGE IN CASH AND CASH EQUIVALENTS		(220,338	)		(70,834	)
CASH AT BEGINNING OF PERIOD		286,272			204,004
CASH AT END OF PERIOD	$	~~122~~65,~~315~~934		$	~~398~~133,~~023~~170
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Income taxes	$	-		$	-
Interest	$	-		$	-

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

CAMBELL INTERNATIONAL HOLDING CORP.

FORMERLY BITMIS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. dollars)

(Unaudited)

1. ORGANIZATION AND BUSINESS

Cambell ~~Interntaionl~~ International Holding Corp. (formerly known as Bitmis Corp.), via the PRC affiliated entity Liaoning Kangbaier Biotechnology Development Co., Ltd. (“Liaoning Kangbaier”), engages in the research and development of extraction processes of natural β -carotene, and the planting and harvesting of raw materials as well as the production, distribution, marketing and ~~sales~~sale of natural β -carotene health food products.

On December 30, 2022, the Company entered into a share exchange agreement (“Share Exchange Agreement”) with (i) Cambell International Holding Limited (“Cambell International”) which indirectly wholly owns Liaoning Kangbaier, a limited liability company incorporated in the British Virgin Islands on September 23, 2020; and (ii) the shareholders of Cambell International (the “Cambell Shareholders”) to acquire all the issued and outstanding capital stock of Cambell International in exchange for the issuance to the Cambell Shareholders of an aggregate of 1,000,000 shares (the “Shares”) of the Company’s common stock and the transfer by Ms. Yuan Xiaoyan, the original controlling shareholder of the Company, to the Cambell Shareholders of 9,000,000 shares of our series A preferred stock owned by her (“Reverse Acquisition”). The Reverse Acquisition was closed on December 30, 2022.

Contractual Arrangements

The Company, through its wholly-owned foreign subsidiary, WFOE in the PRC, Baijiakang (LiaoNing) Health Information Consulting Service Co., Ltd., entered into a series of contractual arrangements with Liaoning Kangbaier (collectively known as “the VIE”) and its respective shareholders that enable the Company to (1) have power to direct the activities that most significantly affects the economic performance of the VIE, and (2) receive the economic benefits of the VIE that could be significant to the VIE. As PRC laws and regulations prohibit and restrict foreign ownership of business in certain industries, while it has not been definitely determined by the Company that operates in an industry that is subject to such constraints over foreign ownership, the Company’s management has elected to operates its business, primarily through the VIE to mitigate the risk of being subject to such regulation. As such, Liaoning Kangbaier is controlled through contractual arrangements in lieu of direct equity ownership by the Company or any of its subsidiaries. The material terms of the VIE Agreements are summarized as follows:

Consulting Service Agreement

Pursuant to the terms of the Exclusive Consulting and Service Agreement dated November 27 2022, between Baijiakang Consulting and Kangbaier Liaoning (the “Consulting Service Agreement”), Baijiakang Consulting is the exclusive consulting and service provider to Kangbaier Liaoning to provide business-related software research and development services; design, installation, and testing services; network equipment support, upgrade, maintenance, monitor, and problem-solving services; employees training services; technology development and sublicensing services; public relations services; market investigation, research, and consultation services; short to medium term marketing plan-making services; compliance consultation services; marketing events and membership related activities planning and organizing services; intellectual property permits; equipment and rental services; and business-related management consulting services. Pursuant to the Consulting Service Agreement, the service fee is the remaining amount after Kangbaier Liaoning’s profit before tax in the corresponding year deducts Kangbaier Liaoning’s losses, if any, in the previous year, the necessary costs, expenses, taxes, and fees incurred in the corresponding year, and the withdraws of the statutory provident fund. Kangbaier Liaoning agreed not to transfer its rights and obligations under the Consulting Service Agreement to any third party without prior written consent from Baijiakang Consulting. In addition, Baijiakang Consulting may transfer its rights and obligations under the Consulting Service Agreement to Baijiakang Consulting’s affiliates without Kangbaier Liaoning’s consent, but Baijiakang Consulting shall notify Kangbaier Liaoning of such transfer. This Agreement is valid for a term of 10 years subject to any extension requested by Baijiakang Consulting unless terminated by Baijiakang Consulting unilaterally prior to the expiration.

Business Operation Agreement

Pursuant to the terms of the Business Operation Agreement dated November 27, 2022, among Baijiakang Consulting, Kangbaier Liaoning and the shareholders of Kangbaier Liaoning (the “Business Operation Agreement”), Kangbaier Liaoning has agreed to subject the operations and management of its business to the control of Baijiakang Consulting. According to the Business Operation Agreement, Kangbaier Liaoning is not allowed to conduct any transactions that has substantial impact upon its operations, assets, rights, obligations and personnel without the Baijiakang Consulting’s written approval. The shareholders of Kangbaier Liaoning and Kangbaier Liaoning will take Baijiakang Consulting’s advice on appointment or dismissal of directors, employment of Kangbaier Liaoning’s employees, regular operation, and financial management of Kangbaier Liaoning. The shareholders of Kangbaier Liaoning have agreed to transfer any dividends, distributions or any other profits that they receive as the shareholders of Kangbaier Liaoning to Baijiakang Consulting without consideration. The Business Operation Agreement is valid for a term of 10 years or longer upon the request of Baijiakang Consulting prior to the expiration thereof. The Business Operation Agreement might be terminated earlier by Baijiakang Consulting with a 30-day written notice.

Proxy Agreement

Pursuant to the terms of the Proxy Agreements dated November 27, 2022, among Baijiakang Consulting, and the shareholders of Kangbaier Liaoning (each, the “Proxy Agreement”, collectively, the “Proxy Agreements”), each shareholder of Kangbaier Liaoning has irrevocably entrusted his/her shareholder rights as Kangbaier Liaoning’s shareholder to Baijiakang Consulting , including but not limited to, proposing the shareholder meeting, accepting any notices with regard to the convening of shareholder meeting and any other procedures, conducting voting rights, and selling or transferring the shares held by such shareholder, for 10 years or earlier if the Business Operation Agreement was terminated for any reasons.

Equity Disposal Agreement

Pursuant to the terms of the Equity Disposal Agreement dated November 27, 2022, among Baijiakang Consulting, Kangbaier Liaoning, and the shareholders of Kangbaier Liaoning (the “Equity Disposal Agreement”), the shareholders of Kangbaier Liaoning granted Baijiakang Consulting or its designees an irrevocable and exclusive purchase option (the “Option”) to purchase Kangbaier Liaoning’s all or partial equity interests and/or assets at the lowest purchase price permitted by PRC laws and regulations. The option is exercisable at any time at Baijiakang Consulting’s discretion in full or in part, to the extent permitted by PRC law. The shareholders of Kangbaier Liaoning agreed to give Kangbaier Liaoning the total amount of the exercise price as a gift, or in other methods upon Baijiakang Consulting’s written consent to transfer the exercise price to Kangbaier Liaoning. The Equity Disposal Agreement is valid for a term of 10 years or longer upon the request of Baijiakang Consulting.

Equity Pledge Agreement

Pursuant to the terms of the Equity Pledge Agreement dated November 27, 2022, among Baijiakang Consulting and the shareholders of Kangbaier Liaoning (the “Pledge Agreement”), the shareholders of Kangbaier Liaoning pledged all of their equity interests in Kangbaier Liaoning to Baijiakang Consulting, including the proceeds thereof, to guarantee Kangbaier Liaoning’s performance of its obligations under the Business Operation Agreement, the Consulting Service Agreement and the Equity Disposal Agreement (each, aan “Agreement”, ” collectively, the “Agreements”). If Kangbaier Liaoning or its shareholders breach its respective contractual obligations under any ~~Agreements~~Agreement, or cause to occur one of the events ~~regards~~regarded as an event of default under any ~~Agreements~~Agreement, Baijiakang Consulting, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interest in Kangbaier Liaoning. During the term of the Pledge Agreement, the pledged equity interests cannot be transferred without Baijiakang Consulting’s prior written consent. The Pledge ~~Agreements~~Agreement is valid until all the obligations due under the Agreements have been fulfilled.

Based on these contractual arrangements, the Company consolidates the VIE in accordance with SEC Regulation S-X Rule 3A-02 and Accounting Standards Codification (“ASC”) topic 810 (“ASC 810”), Consolidation.

The accompanying consolidated financial statements reflect the activities of each of the following entities of the Company:

Name	Background		Ownership
Cambell International	●	A ~~United~~Nevada, ~~State~~U.S.A. ~~company~~corporation	Holding company
Holding Limited	●	Principal activities: Investment holding
Win&win Industrial	●	A British Virgin Islands company	100%
Development Limited	●	Principal activities: Investment holding
BJK Holding Group Limited	● ●	A Hong Kong company Principal activities: Investment holding	100%
	●	Principal activities: Investment holding
Baijiakang (LiaoNing) Health Information Consulting	● ●	A PRC limited liability company and deemed a wholly foreign-invested enterprise Principal activities: Consultancy and information technology support	100%
Baijiakang (LiaoNing) Health Information Consulting	●	A PRC limited liability company and deemed a wholly foreign-invested enterprise	100%
Service Co., Ltd
Service Co., Ltd	●	Principal activities: Consultancy and information technology support
LiaoNing KangBaiEr	●	A PRC limited liability company	VIE by contractual
Biotechnology	●	Incorporated on September 22, 2015	arrangements
Development Co., Ltd.	●	Principal activities: research and development of extraction processes of natural β -carotene, the planting and harvesting of raw materials as well as the production, distribution, marketing, and ~~sales~~sale of natural β -carotene health food products.
Doron KangBaier	●	A PRC limited liability company	100% owned by
Biotechnology Co.LTD	●	Principal activities: research and support	LiaoNing KangBaiEr
LiaoNing BaiJiaKang	●	A PRC limited liability company	100% owned by
Health Technology Co.LTD	●	Principal activities: promotion and support	LiaoNing KangBaiEr

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

The unaudited interim condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of ~~December~~March 31, ~~2023~~2024, and results of operations and cash flows for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023. The unaudited interim condensed consolidated balance sheet as as of ~~December~~March 31, ~~2023~~2024 has been derived from the audited financial statements at that date but does not include all the information and ~~footnotes~~ footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial ~~statements~~ statements as of and for the years ended ~~December~~March 31, ~~2023~~2024 and June 30, ~~2022~~2023, and related notes included in the Company’s audited ~~consolidated~~ consolidated financial statements.

Principle of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries, and the VIE. All inter-company transactions and balances are eliminated upon consolidation.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.

In assessing the Company’s liquidity, the Company monitors and analyzes its cash and cash equivalents and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. As of ~~December~~March 31, ~~2023~~2024, the Company’s current liabilities exceeded ~~the~~its current assets by $2,~~733~~461,~~129~~059, and its accumulated deficit was $2,~~918~~697,~~799~~464. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

In evaluating if there is substantial doubt about the ability to continue as a going concern, the Company ~~are~~is trying to alleviate the going concern risk through (1) increasing cash generated from operations by controlling operating expenses, (2) financing from domestic banks and other financial institutions, and (3) equity or debt financing. The Company has certain plans to mitigate these adverse conditions and to increase ~~the~~its liquidity.

On an on-going basis, the Company will also receive financial support commitments from the Company’s related parties.

These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Liquidity

The Company had a working deficit of $ 2,~~733~~461,~~129~~059 as of ~~December~~March 31, ~~2023~~2024, a decrease of $ ~~331~~603,~~832~~ 902 from a working deficit of $ 3,064,961 as of June 30, 2023. As of ~~December~~March 31, ~~2023 and~~2024 and June 30, 2023, the Company’s cash was $ ~~122~~65,~~315~~ 934 and $286,272, respectively.

The Company’s primary need for liquidity ~~stems~~ stems from its need to fund working capital requirements of the Company’s businesses, its capital expenditures and its general operations, including debt repayment. The Company has historically financed its operations through loans from directors and shareholders, and other third party. The Company routinely monitors current and expected operational requirements and financial market conditions to evaluate the use of available financing sources. In addition, the existing major shareholder committed not to request ~~for~~ repayment of the amount ~~due~~ due to shareholders by ~~December~~March 31, ~~2023~~2024. Considering the existing working capital position and the ability to access debt funding sources, ~~the~~ the management believes that the Company’s operations and borrowing resources are sufficient to provide for its current and foreseeable capital requirements to support its ongoing operations for the next twelve months.

Use of Estimates

The preparation of these consolidated financial statements requires management of the Company to make estimates and judgments that affect the reported amounts of assets including application of discount on long-term other receivables with present value, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based 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. Actual results may differ from these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its consolidated financial statements.

In March 2020 the World Health Organization (“WHO”) declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic ~~has~~ negatively impacted the global economy, workforces, and customers, and created significant volatility and disruption of financial markets. In early May 2023, the WHO International Health Regulations Emergency Committee (the “Committee”) announced that the Public Health Emergency of International Concern should end because of declining Covid-19 related hospitalizations and deaths and high levels of immunity in the population. The Committee “advised that it is time to transition to long-term management of the Covid-19 pandemic” and the WHO Director-General concurred. However, the pandemic still may impact the Company’s future estimates including, but not limited to, our allowance for doubtful accounts, inventory valuations, fair value measurements, and asset impairment charges. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on its business or results of operations at this time. The Company plans to continue to monitor the level of Covid-19 cases, which may still be considered a threat in the long term because the virus continues to evolve and spread.

InVIE early May 2023, the World Health Organization International Health Regulations Emergency Committee announced that the Public Health Emergency of International Concern (the “Committee”) should end because of declining Covid-19 related hospitalizations and deaths and high levels of immunity in the population. The Committee “advised that it is time to transition to long-term management of the Covid-19 pandemic” and the WHO Director-General concurred. The Company plans to continue to monitor the level of Covid-19 cases, which may still be considered a threat in the long term because the virus continues to evolve and spread.Consolidation

~~VIE~~For ~~Consolidation~~the consolidated VIEs, management made evaluations of the relationships between the Company and the VIEs and the economic benefit flow of contractual arrangements with the VIEs. In connection with such evaluation, management also took into account the fact that, as a result of such contractual arrangements, the Company controls the shareholders’ voting interests in these VIEs. As a result of such evaluation, management concluded that the Company is the primary beneficiary of its consolidated VIEs.

~~For~~PRC ~~the~~laws ~~consolidated~~and ~~VIEs,~~regulations ~~management~~prohibit ~~made~~or ~~evaluations~~restrict offoreign ~~the~~ownership ~~relationships~~of ~~between~~companies ~~the~~that ~~Company~~operate ~~and~~Internet ~~the~~information ~~VIEs~~ and ~~the~~content, ~~economic~~Internet ~~benefit~~access, ~~flow~~online ofgames, ~~contractual~~mobile, ~~arrangements~~value ~~with~~added ~~the VIEs. In connection~~telecommunications ~~with~~and ~~such~~certain ~~evaluation,~~other ~~management~~businesses ~~also~~in ~~took~~which ~~into~~the ~~account~~Company ~~the~~is ~~fact~~engaged ~~that,~~or ascould abe ~~result~~deemed ofto ~~such~~be ~~contractual~~engaged. ~~arrangements~~Consequently, the Company ~~controls~~conducts certain ~~the~~of ~~shareholders’~~its ~~voting~~operations ~~interests~~and businesses in ~~these~~the PRC through its VIEs. AsThe aCompany ~~result~~consolidates ofin ~~such~~its ~~evaluation,~~consolidated ~~management~~financial ~~concluded~~statements ~~that~~all of the VIEs of which the Company is the primary ~~beneficiary~~ ~~of its consolidated VIEs~~beneficiary.

PRC laws and regulations prohibit or restrict foreign ownership of companies that operate Internet information and content, Internet access, online games, mobile, value added telecommunications and certain other businesses in which the Company is engaged or could be deemed to be engaged. Consequently, the Company conducts certain of its operations and businesses in the PRC through its VIEs. The Company consolidates in its consolidated financial statements all of the VIEs of which the Company is the primary beneficiary.9

9The following financial information of the Company’s consolidated VIEs (including subsidiary of VIEs) is included in the accompanying consolidated financial statements:

The following financial information of the Company’s consolidated VIEs (including subsidiary of VIEs) is included in the accompanying consolidated financial statements:

	March 31, 2024		June 30, 2023
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	65,934	$	286,272
Accounts receivable, net of $58,271 and $58,021 allowance for doubtful accounts as of March 31, 2024 and June 30, 2023, respectively		137,898		25,444
Prepayments		105,326		107,613
Other receivables		312,120		36,740
Amounts due from related parties		19,301		19,219
Inventory		235,587		369,327
Total current assets		876,166		844,615

NON-CURRENT ASSETS
Property, plant and equipment, net		30,640		48,806
Total non-current assets		30,640		48,806

TOTAL ASSETS	$	906,806	$	893,421

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	8,490	$	16,541
Advance from customers		428,199		347,429
Amounts due to related parties		2,787,617		3,421,327
Payroll payable		23,854		16,212
Tax payable		40,472		44,416
Other payables		48,593		63,651
Total current liabilities		3,337,225		3,909,576

TOTAL LIABILITIES		3,337,225		3,909,576

	December 31, 2023		June 30, 2023
	For the nine months ended March 31,
	(Unaudited)
	2024		2023
ASSETS
	(Unaudited)		(Unaudited)
CURRENT ASSETS
Gross profit	$	784,933	$	68,279
Cash	$	122,315	$	286,272
Net income (loss)	$	598,572	$	(333,528	)
Accounts receivable, net of $59,259 and $58,021 allowance for doubtful accounts as of December 31, 2023 and June 30, 2023, respectively		194,425		25,444
Prepayments		92,492		107,613
Other receivables		320,901		36,740
Amounts due from related parties		19,629		19,219
Inventory		320,460		369,327
Total current assets		1,070,222		844,615
NON-CURRENT ASSETS
Property, plant and equipment, net		36,649		48,806
Total non-current assets		36,649		48,806
TOTAL ASSETS	$	1,106,871	$	893,421
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	7,098	$	16,541
Advance from customers		488,843		347,429
Amounts due to related parties		3,256,530		3,421,327
Payroll payable		13,021		16,212
Tax payable		35,042		44,416
Other payables		2,817		63,651
Total current liabilities		3,803,351		3,909,576
TOTAL LIABILITIES		3,803,351		3,909,576

	For the six months ended December 31,
	2023		2022
	(Unaudited)		(Unaudited)
Gross profit	$	469,254	$	53,625
Net income (loss)	$	377,237	$	(234,714	)

Fair Value of Financial Instruments

~~Fair~~U.S. ~~Value~~GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of ~~Financial~~financial ~~Instruments~~instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is:

~~U.S.~~Level ~~GAAP~~1 ~~establishes a three~~-~~tier~~ ~~hierarchy~~observable ~~to prioritize the~~ inputs ~~used~~that ~~in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires~~reflect anquoted ~~entity~~prices to(unadjusted) ~~maximize~~for ~~the~~identical ~~use~~assets ofor ~~observable~~liabilities ~~inputs~~in ~~and~~active ~~minimize the use of unobservable inputs when measuring fair value~~markets. ~~The three-tier fair value hierarchy is:~~

Level 12 - ~~observable~~include other inputs that ~~reflect quoted~~ ~~prices~~are ~~(unadjusted)~~directly ~~for identical assets~~ or ~~liabilities~~indirectly observable in ~~active~~the ~~markets~~market place.

Level 23 - ~~include~~unobservable ~~other~~ inputs ~~that~~ which are ~~directly or~~supported ~~indirectly~~by ~~observable~~little inor ~~the~~no market ~~place~~activity.

~~Level~~The 3carrying -value ~~unobservable~~of ~~inputs~~the ~~which~~Company’s ~~are~~financial instruments, ~~supported~~including cash, accounts receivable, other current assets, accounts payable, and accruals and other payable approximate their byfair ~~little~~value ordue noto ~~market~~their ~~activity~~short maturities.

~~The~~In ~~carrying~~accordance ~~value~~with ofASC ~~the~~825, ~~Company’s~~for ~~financial~~investments in financial instruments, ~~including~~with ~~cash,~~a ~~accounts~~variable ~~receivable,~~interest ~~other~~rate ~~current~~indexed to performance of underlying assets, ~~accounts~~the ~~payable,~~Company elected the fair value method at the date of initial recognition and ~~accruals~~carried these investments at fair value. Changes in the fair value are reflected in the accompanying consolidated statements of operations and comprehensive loss as other ~~payable~~income ~~approximate~~(expense). ~~their~~ To estimate fair value, ~~due~~the Company refers to the ~~their~~quoted ~~short~~rate ~~maturities~~of return provided by banks at the end of each period using the discounted cash flow method. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements.

InAs ~~accordance with ASC 825, for investments in financial instruments with a variable interest rate indexed to performance~~ of ~~underlying~~March ~~assets~~31, ~~the~~2024 ~~Company elected the fair value method at the date of initial recognition~~ and ~~carried~~June these investments at fair value. Changes in the fair value are reflected in the accompanying consolidated statements of operations and comprehensive loss as other income (expense). To estimate fair value30, ~~the Company refers to~~2023, the ~~quoted rate of return provided by banks at the end of each period using the discounted cash flow method. The~~ Company ~~classifies~~had ~~the valuation~~no ~~techniques~~investments ~~that~~in ~~use~~financial ~~these inputs as Level 2 of fair value measurements~~instruments.

~~As of December 31, 2023 and June 30, 2023, the Company had no investments in financial instruments.~~10

10Cash

Cash consists of cash on hand and at banks and highly liquid investments that are unrestricted from withdrawal or use and that have original maturities of three months or less when purchased.

Cash ~~consists~~denominated ofin ~~cash~~RMB onwith ~~hand~~a U.S. dollar equivalent of $65,934 and $286,272 at ~~banks~~March 31, 2024 and ~~highly~~ ~~liquid~~June ~~investments~~30, 2023, respectively, were held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies. In addition, these balances are ~~unrestricted~~not ~~from~~covered ~~withdrawal~~by orinsurance. ~~use~~While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. The Company, its subsidiaries and ~~which~~VIE have ~~original~~not ~~maturities~~experienced ofany ~~three~~losses ~~months~~in orsuch ~~less~~accounts ~~when~~and do not believe the cash is exposed to any significant ~~purchased~~risk.

~~Cash~~Accounts ~~denominated in RMB with a U.S. dollar equivalent of $122~~Receivable,~~315~~ ~~and~~Net ~~$286,272 as of December 31, 2023~~ and ~~June~~Allowance ~~30, 2023, respectively, were held in accounts at financial institutions located~~for inDoubtful the PRC‚ which is not freely convertible into foreign currencies. In addition, these balances are not covered by insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. The Company, its subsidiaries and VIE have not experienced any losses in such accounts and do not believe the cash is exposed to any significant risk.Accounts

Accounts ~~Receivable~~receivable represents the revenue earned from the customers not yet collected. The carrying value of accounts receivable is reduced by an allowance that reflects the Company’s best estimate of the amounts that will not be collected. Account balances are charged off against the provision after all means of collection have been exhausted and the likelihood of collection is not probable. Since the year ended June 30, ~~Net~~2022, the Company adopted ASU 2016- 13, “Financial Instruments - Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and ~~Allowance~~other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for doubtful accounts, which replaces the previous incurred loss impairment model. The Company’s ~~Doubtful~~estimation ~~Accounts~~of allowance for doubtful accounts considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and supportable forecasts of future economic conditions, as well as an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. The Company assesses collectibility by pooling receivables that have similar risk characteristics and evaluates receivables individually when specific receivables no longer share those risk characteristics. For receivables evaluated individually, when it is determined that foreclosure is probable or when the debtor is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. The balance of allowance of March 31, 2024 and June 30, 2023 were $58,271 and $58,021, respectively.

Accounts receivable represents the revenue earned from the customers not yet collected. The carrying value of accounts receivable is reduced by an allowance that reflects the Company’s best estimate of the amounts that will not be collected. Account balances are charged off against the provision after all means of collection have been exhausted and the likelihood of collection is not probable. For the year ended June 30, 2022, the Company adopted ASU 2016- 13, “Financial Instruments - Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for doubtful accounts, which replaces the previous incurred loss impairment model. The Company’s estimation of allowance for doubtful accounts considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and supportable forecasts of future economic conditions, as well as an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. The Company assesses collectibility by pooling receivables that have similar risk characteristics and evaluates receivables individually when specific receivables no longer share those risk characteristics. For receivables evaluated individually, when it is determined that foreclosure is probable or when the debtor is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. The balance of allowance of December 31, 2023 and June 30, 2023 were $59,259 and $58,021, respectively.Inventory

Inventory primarily consists of (i) raw materials, primarily ingredients such as carrots; (ii) finished goods, primarily β-carotene series products including carrot juice, carrot meal, and carrot noodles; and (iii) miscellaneous, such as packages.

~~Inventory~~Inventories ~~primarily~~are ~~consists~~stated at the lower of 1cost or net realizable value (market value). The cost of raw materials~~, primarily~~ ~~ingredients~~is ~~such~~determined ason ~~carrots,~~the 2)basis of weighted average. The cost of finished goods, is ~~primarily~~determined ~~β-carotene~~on ~~series~~the ~~products~~basis ~~including~~of ~~carrot~~weighted ~~juice,~~average ~~carrot meal~~ and ~~carrot~~comprises ~~noodle~~direct materials, direct labor and 3)an ~~miscellaneous~~appropriate ~~such~~proportion asof ~~packages~~overhead.

~~Inventories~~Net ~~are~~realizable ~~stated~~value atis ~~the~~based ~~lower~~on ofestimated ~~cost or~~selling ~~net~~prices ~~realizable~~less ~~value~~selling ~~(market~~expenses ~~value).~~and ~~The~~any ~~cost~~further ofcosts ~~raw~~expected ~~materials~~to isbe ~~determined~~incurred onfor ~~the~~completion. ~~basis~~Adjustments ofto ~~weighted~~reduce ~~average.~~the ~~The~~ cost of ~~finished goods~~inventory isto ~~determined~~net onrealizable ~~the~~value ~~basis~~are ofmade, ~~weighted~~if ~~average~~required, ~~and~~for ~~comprises~~estimated ~~direct~~excess, ~~materials~~obsolescence, ~~direct~~or ~~labor~~impaired ~~and an appropriate proportion of overhead~~balances.

~~Net~~Property, ~~realizable~~Plant ~~value is based on estimated selling prices less selling expenses~~ and any further costs expected to be incurred for completion. Adjustments to reduce the cost of inventory to net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances.Equipment

Property, ~~Plant~~plant and ~~Equipment~~equipment, net is recorded at cost less accumulated depreciation and accumulated impairment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

Property, plant and equipment, net is recorded at cost less accumulated depreciation and accumulated impairment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

	Useful
Categories	Lives (Years)
Furniture and equipment		3
Machinery		5
Motor vehicles		4

	Useful Lives
Categories	(Years)
Furniture and equipment		3
Machinery		5
Motor vehicles		4

Expenditure for maintenance and repairs is expended as incurred.

~~Expenditure~~The ~~for~~gain ~~maintenance~~or ~~and~~loss ~~repairs~~on the disposal of equipment is ~~expended~~the difference between the net sales proceeds and the lower of the carrying value or fair value less cost to sell the relevant assets asand ~~incurred~~is recognized in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

The gain or loss on the disposal of equipment is the difference between the net sales proceeds and the lower of the carrying value or fair value less cost to sell the relevant assets and is recognized in general and administrative expenses in the consolidated statements of operations and comprehensive loss.11

11Impairment of Long-lived Assets

~~Impairment~~In accordance with ASC 360-10-35, the Company reviews the carrying values of ~~Long~~long-lived ~~Assets~~assets, including property and equipment with finite lives and intangible assets subject to amortization, 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 recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. No impairment has been recorded by the Company as of March 31, 2024 and June 30, 2023.

InRevenue accordance with ASC 360-10-35, the Company reviews the carrying values of long-lived assets, including property and equipment with finite lives and intangible assets subject to amortization, 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 recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. No impairment has been recorded by the Company as of December 31, 2023 and June 30, 2023.Recognition

Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue ~~Recognition~~from Contracts with Customers, which replaced ASC Topic 605, using the modified retrospective method of adoption.

~~Effective~~The ~~January~~Company 1,recognizes ~~2018~~revenues when its customer obtains control of promised goods, in an amount that reflects the consideration which the Company ~~adopted~~expects to receive in exchange for those ~~ASC~~goods. ~~Topic~~The ~~606,~~Company ~~Revenue~~recognizes ~~from~~revenues ~~Contracts~~following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with ~~Customers,~~a customer; ~~which~~(ii) ~~replaced~~identify ~~ASC~~the ~~Topic~~performance ~~605~~obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the ~~modified~~five-step ~~retrospective~~model ~~method~~under the new guidance and confirmed that there were no differences in the pattern of revenue recognition. Hence, the Company’s accounting for revenue remains substantially unchanged. There were no cumulative effect adjustments for service contracts in place prior to the adoption. The effect from the adoption of ASC Topic 606 was not material to the Company’s consolidated financial statements.

The Company ~~recognizes~~applies ~~revenues~~judgment ~~when its customer obtains control of promised goods,~~ in andetermining ~~amount that reflects~~ the ~~consideration which the Company expects to receive in exchange for those~~ ~~goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(~~customer’s) ~~with~~ability ~~a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract;~~ and ~~(v)~~intention ~~recognize revenues when (or as) the Company satisfies the performance obligation. The application of the five-step model~~ to ~~the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption~~pay, ~~the~~which ~~Company~~is ~~evaluated~~based ~~its~~on ~~revenue~~a ~~recognition~~variety ~~policy for all revenue streams within the scope~~ of ~~the~~factors ~~ASU~~including ~~under previous standards and using~~ the ~~five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition. Hence, the Company~~customer’s ~~accounting~~historical ~~for revenue remains substantially unchanged. There were no~~payment ~~cumulative effect adjustments for service contracts in place prior to the adoption~~experience. ~~The effect from the adoption of ASC Topic 606 was not material to the Company’s consolidated financial statements.~~

~~The~~Judgment ~~Company~~is ~~applies~~used ~~judgment~~ in determining: (1) whether the ~~customer’s~~financing ~~ability~~component ~~and~~in ~~intention~~the tosales ~~pay~~agreement is significant and, ~~which~~if isso, (2) the discount rate used in calculating the significant financing component. The Company assesses the significance of the financing component based on athe ~~variety~~timing of ~~factors~~payments ~~including~~agreed to by the parties to the contract that provides the customer’s ~~historical~~with ~~payment~~a significant benefit of financing. If determined to be significant, the Company adjusts ~~experience~~the promised amount of consideration for the effects of the time value of money.

Judgment is also used in ~~determining:~~assessing ~~(1)~~ whether the ~~financing~~long-term ~~component~~accounts inreceivable ~~the~~results ~~sales~~in ~~agreement~~variable isconsideration ~~significant~~ and, if so, ~~(2)~~ the ~~discount~~amount ~~rate~~to ~~used~~be included in ~~calculating~~ the ~~significant~~transaction ~~financing component~~price. The Company applies ~~assesses~~ the ~~significance~~portfolio ofapproach ~~the~~to ~~financing~~estimating ~~component based on~~ the ~~timing~~amount of ~~payments~~variable ~~agreed~~consideration toin bythese ~~the~~arrangements ~~parties~~using to the ~~contract~~most ~~that~~likely ~~provides~~amount ~~the~~method that ~~customer~~is ~~with~~based aon ~~significant benefit of financing. If determined to be significant,~~ the Company’s ~~adjusts the~~historical ~~promised~~collection ~~amount~~experience ofunder ~~consideration~~similar ~~for the effects of the time value of money~~arrangements.

~~Judgment~~Based ison ~~also~~the ~~used~~above insignificant ~~assessing~~judgments, ~~whether~~ the ~~long-term~~financing ~~accounts receivable results in variable consideration and~~component, ifarising ~~so,~~from the ~~amount~~long-term toaccounts bereceivable ~~included~~was inrecognized ~~the~~as ~~transaction~~financing ~~price.~~revenue ~~The~~over ~~Company applies~~ the ~~portfolio~~time ~~approach to estimating the amount~~ of ~~variable~~payment. ~~consideration~~There was inno ~~these~~financing ~~arrangements~~revenue ~~using~~for the ~~most~~nine ~~likely~~months ~~amount~~ended ~~method that~~March is31, ~~based~~2024 onand ~~the~~2023, ~~Company’s historical collection experience under similar arrangements~~respectively.

~~Based~~The onCompany ~~the~~is ~~above~~in ~~significant~~traditional ~~judgments,~~production ~~the~~business ~~financing~~operation ~~component,~~and ~~arising~~its ~~from~~performance obligation is delivery of the ~~long-term~~products ~~accounts~~to ~~receivable~~customers ~~was~~with ~~recognized~~agreed astime ~~financing~~and ~~revenue~~location. ~~over~~Customers sign on the delivery ~~time~~note ofas ~~payment~~acceptance. ~~There was~~The notypical ~~financing~~payment ~~revenue~~term ~~for~~is ~~the~~either ~~six~~advance ~~months~~payment ~~ended~~or ~~December~~agreed-upon ~~31,~~credit ~~2023~~term after delivery of products. There is no warranty and ~~2022,~~return ~~respectively~~policy for the customers.

The Company is in traditional production business operation and its performance obligation is delivery of the products to customers with agreed time and location. Customers sign on the delivery note as acceptance. The typical payment term is either advance payment or agreed-upon credit term after delivery of products. There is no warranty and return policy for the customers.12

12There are two revenue streams within the Company’s operations: (1) sales of health products which constitutes the majority of the revenues, and (2) franchise fee, offering the right to promote the corporate business under the name of the Company.

There are two revenue streams within the Company’s operations: (1) sales of health products which constitutes the majority of the revenues, and (2) franchise fee, offering the right to promote the corporate business under the name of the Company.

	For the Nine Months Ended
	2024		2023
	Sales		Sales
Health product sales	$	1,268,062	$	340,920
Franchise fee		56,560		-
Total revenues	$	1,324,622		340,920

	For the six months ended December 31
	2023		2022
	Sales		Sales
Health product sales	$	831,586	$	286,273
Franchise fee		36,859		-
Total revenues	$	868,445	$	286,273

There is no variable consideration and non-cash consideration agreed with the customers. The transaction price is fixed and allocated to the agreed product, the only performance obligation. The revenue is recognized at a point in time once the Company has determined that the customers have obtained control over the products. Control is typically deemed to have been transferred to the customers when the performance obligation is fulfilled, usually at the time of delivery, at the net sales price (transaction price).

There is no ~~variable~~contract ~~consideration~~asset ~~and~~that ~~non-cash consideration agreed with~~ the ~~customers.~~Company ~~The~~has right ~~transaction~~to ~~price~~consideration isin ~~fixed~~exchange ~~and~~for ~~allocated to~~ the ~~agreed~~ product, ~~the~~sales ~~only~~that ~~performance obligation. The revenue is recognized at a point in time once~~ the Company has ~~determined that the customers have obtained control over the products. Control is typically deemed to have been~~ transferred to ~~the~~ customers. ~~when~~Such ~~the~~right ~~performance obligation~~ is ~~fulfilled,~~not ~~usually at the time~~conditional ofon ~~delivery,~~something atother than the ~~net~~passage ~~sales~~of ~~price (transaction price)~~time.

~~There~~The isstandard nowarranty ~~contract~~included ~~asset~~in ~~that~~ the ~~Company~~price ~~has~~of ~~right~~the toproducts ~~consideration~~is inan ~~exchange~~assurance-type warranty for ~~the~~a ~~product~~period ~~sales~~not ~~that~~to ~~the~~exceed ~~Company~~one ~~has~~year ~~transferred~~from tothe ~~customers.~~point ~~Such~~when ~~right~~the iscustomers ~~not~~have ~~conditional~~obtained control onover ~~something~~the ~~other~~products, ~~than~~and the ~~passage~~nature of ~~time~~tasks under the warranty only remedying defective product. It is not considered as a distinct performance obligation.

~~The~~Practical ~~standard~~expedients ~~warranty included in the price of the products is an assurance-type warranty for a period not to exceed one year from the point when the customers have obtained control over the products,~~ and ~~the nature of tasks under the warranty only remedying defective product. It is not considered as a distinct performance obligation.~~exemption

~~Practical~~The ~~expedients~~Company elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects that, upon the inception of revenue contracts, the period between when the Company transfers its promised deliverables to its customers and when ~~exemption~~the customers pay for those deliverables will be more than one year.

~~The~~Advertising Company elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects that, upon the inception of revenue contracts, the period between when the Company transfers its promised deliverables to its customers and ~~when~~ ~~the~~Promotional ~~customers pay for those deliverables will be more than one year.~~Expenses

Advertising costs are expensed as incurred and included ~~Promotional~~in ~~Expenses~~selling expenses. Advertising costs amounted to $14,191 and $8,446 for the nine months ended March 31, 2024 and 2023, respectively.

~~Advertising~~Income ~~costs are expensed as incurred and included in selling expenses. Advertising costs amounted to $7,601 and $308 for the six months ended December 31, 2023 and 2022, respectively.~~Tax

~~Income~~The ~~Tax~~Company’s subsidiaries in China were subject to the income tax laws of the relevant tax jurisdiction. The Company accounts for income tax in accordance with U.S. GAAP.

~~The~~Current ~~Company’s~~income ~~subsidiaries~~taxes inare ~~China~~provided ~~were~~on the basis ~~subject~~of tonet ~~the~~profit ~~income~~(loss) ~~tax~~for ~~laws~~financial ofreporting ~~the~~purposes, ~~relevant~~adjusted ~~tax~~for ~~jurisdiction.~~income ~~The~~and ~~Company~~expense ~~accounts~~items ~~for~~which are not assessable or deductible for income tax purposes, in accordance with ~~U.S.~~the ~~GAAP~~regulations of the relevant tax jurisdictions.

~~Current~~Deferred income taxes are ~~provided~~recognized onfor temporary differences between the ~~basis~~ tax bases of ~~net~~assets ~~profit~~and ~~(loss)~~liabilities ~~for~~and ~~financial~~their ~~reporting~~reported ~~purposes~~amounts in the consolidated financial statements, ~~adjusted~~net ~~for~~operating loss ~~income~~carry forwards and ~~expense~~credits. ~~items~~Deferred ~~which~~tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not ~~assessable~~that some portion or ~~deductible~~all ~~for income~~of the deferred tax ~~purposes,~~assets will not be realized. Current income taxes are provided in accordance with the ~~regulations~~laws of the relevant taxing authorities. Deferred tax ~~jurisdictions~~assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations and comprehensive loss in the period of the enactment of the change.

Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations and comprehensive loss in the period of the enactment of the change.13

13The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry.

~~The~~An ~~Company~~uncertain ~~considers~~tax ~~positive~~position ~~and~~is ~~negative~~recognized ~~evidence when~~as ~~determining whether~~ a ~~portion~~benefit only orif ~~all~~it ofis ~~its deferred tax assets will~~ “more likely than not” bethat ~~realized. This assessment considers, among other matters,~~ the ~~nature,~~tax ~~frequency~~position ~~and~~would ~~severity~~be ofsustained ~~current~~in ~~and~~a ~~cumulative~~tax ~~losses~~examination, ~~forecasts~~with ofa ~~future~~tax ~~profitability, the duration~~examination ofbeing ~~statutory~~presumed ~~carry-forward~~to ~~periods, its experience with tax attributes expiring unused, and its tax planning strategies~~occur. The ~~ultimate realization~~amount ofrecognized ~~deferred tax assets~~ is ~~dependent~~the ~~upon~~largest ~~its~~amount ~~ability~~of totax ~~generate~~benefit ~~sufficient~~that ~~future~~is ~~taxable~~greater ~~income~~than 50% ~~within~~likely ~~the~~of ~~carry-forward~~being realized ~~periods~~upon ~~provided~~examination. ~~for~~For ~~in the~~ tax ~~law~~positions ~~and~~not ~~during~~meeting the ~~periods~~“more inlikely ~~which~~than ~~the~~not” ~~temporary~~test, ~~differences~~no ~~become~~tax ~~deductible.~~benefit ~~When~~is ~~assessing~~recorded. ~~the~~Penalties ~~realization~~and ofinterest ~~deferred~~incurred ~~tax~~related ~~assets,~~to ~~the~~underpayment ~~Company has considered possible sources~~ of ~~taxable~~ income ~~including~~tax ~~(i)~~are ~~future~~classified ~~reversals~~as ofincome ~~existing~~tax ~~taxable temporary~~expense ~~differences,~~in ~~(ii)~~the ~~future~~period ~~taxable~~incurred. ~~income~~PRC ~~exclusive~~tax ofreturns ~~reversing~~filed in ~~temporary~~2024 ~~differences~~ and ~~carry-forwards,~~2023 ~~(iii)~~are ~~future~~subject ~~taxable income~~to ~~arising~~examination ~~from~~by ~~implementing~~any applicable tax ~~planning~~authorities. ~~strategies,~~The ~~and~~Company ~~(iv)~~had ~~specific~~no ~~known~~uncertain ~~trend~~tax ofposition ~~profits~~for ~~expected~~the tonine months beended ~~reflected~~March ~~within~~31, ~~the industry~~2024 and 2023.

AnValue ~~uncertain~~Added tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized upon examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns filed in 2023 and 2022 are subject to examination by any applicable tax authorities. The Company had no uncertain tax position for the six months ended December 31, 2023 and 2022.Tax

~~Value~~The ~~Added~~Company ~~Tax~~was subject to VAT at the rate of 13% and related surcharges on revenue generated from selling products for the nine months ended March 31, 2024 and 2023. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities.

~~The~~Earnings ~~Company~~Per was subject to VAT at the rate of 13% and related surcharges on revenue generated from selling products for the six months ended December 31, 2023 and 2022. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities.Share

~~Earnings~~The ~~Per~~Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying consolidation financial statements, basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.

~~The~~Diluted ~~Company has adopted ASC Topic 260, “Earnings per Share,” (“~~EPS”) ~~which~~includes ~~requires presentation of basic EPS on~~ the ~~face~~effect offrom ~~the income statement for all entities with~~potential ~~complex~~issuance ~~capital structures and requires a reconciliation~~ of ~~the~~ordinary ~~numerator and denominator of the basic EPS computation~~shares. InThere ~~the~~was ~~accompanying consolidation~~no ~~financial~~potentially ~~statements,~~dilutive ~~basic earnings per~~ share isto ~~computed~~be byissued ~~dividing~~during ~~net income by~~ the ~~weighted~~nine ~~average~~months ~~number~~ended ofMarch ~~shares of~~31, ~~common~~2024 ~~stock~~and ~~outstanding during the period~~2023.

~~Diluted~~Related ~~EPS includes the effect from potential issuance of ordinary shares. There was no potentially dilutive share to be issued during the six months ended December 31, 2023 and 2022.~~Parties

The Company adopted ASC 850, Related ~~Parties~~Party Disclosures, for the identification of related parties and disclosure of related party transactions.

~~The~~Foreign ~~Company~~Currency ~~adopted ASC 850, Related Party Disclosures, for the identification of related parties~~ and ~~disclosure~~Foreign ofCurrency ~~related party transactions.~~Translation

~~Foreign~~The ~~Currency~~functional currency of the Company is the Chinese Yuan (“RMB”), as their functional currencies. 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 ~~Foreign~~cash. ~~Currency~~Management’s ~~Translation~~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~~Foreign ~~functional~~ currency oftransactions ~~the~~denominated ~~Company~~in ~~is the~~currencies ~~Chinese~~other ~~Yuan~~than ~~(“RMB”),~~the asfunctional ~~their~~currency ~~functional~~are ~~currencies.~~translated Aninto ~~entity’s~~the functional currency isusing the ~~currency~~exchange ofrates prevailing at the ~~primary economic~~dates ~~environment~~of inthe transactions. ~~which~~Monetary itassets ~~operates,~~and ~~normally~~liabilities ~~that~~denominated isin ~~the~~foreign ~~currency~~currencies ofat the ~~environment~~balance insheet ~~which~~date ~~the~~are ~~entity~~re-measured ~~primarily~~at ~~generates~~the ~~and~~applicable ~~expends~~rates ~~cash.~~of ~~Management’s~~exchange ~~judgment~~in iseffect ~~essential~~at tothat ~~determine~~date. ~~the~~Gains ~~functional~~and ~~currency~~losses byresulting ~~assessing~~from ~~various~~foreign ~~indicators,~~currency ~~such~~re-measurement asare ~~cash flows,~~included ~~sales~~in ~~price~~the ~~and~~statements of ~~market,~~operations ~~expenses, financing~~ and ~~inter-company~~comprehensive ~~transactions and arrangements~~loss.

Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the statements of operations and comprehensive loss.14

14The consolidated financial statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Shareholders’ equity accounts are translated using the historical exchange rates at the date the entry to shareholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the consolidated balance sheets.

~~The~~Translation ~~consolidated~~of ~~financial~~amounts ~~statements~~from ~~are~~RMB ~~presented in U.S. dollars. Assets and liabilities are translated~~ into U.S. dollars ~~at the current exchange rate in effect at the balance sheet date,~~ ~~and~~has ~~revenues~~been ~~and~~made ~~expenses are translated~~ at the ~~average~~following ~~of the~~ exchange rates in effect during the reporting period. Shareholders’ equity accounts are translated using the historical exchange rates at the date the entry to shareholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the consolidated balance sheets.:

Translation of amounts from RMB into U.S. dollars has been made at the following exchange rates:

Balance sheet items, except for equity accounts
March 31, 2024			RMB7.2203 to $1
June 30, 2023			RMB7.2258 to $1

Income statement and cash flows items
For the nine months ended March 31, 2024			RMB7.2193 to $1
For the nine months ended March 31, 2023			RMB6.9761 to $1

Balance sheet items, except for equity accounts
December 31, 2023		RMB7.0999 to $1
June 30, 2023		RMB7.2258 to $1
Income statement and cash flows items
For the six months ended December 31, 2023		RMB7.2347 to $1
For the six months ended December 31, 2022		RMB6.9784 to $1

Segment reporting

~~Segment~~The Company’s management reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company’s long-lived assets are substantially all located in the PRC and substantially all of the Company’s revenues are derived from within the PRC. Therefore, no geographical segments are presented.

~~The~~Commitments ~~Company’s management reviews the consolidated results when making decisions about allocating resources~~ and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company’s long-lived assets are substantially all located in the PRC and substantially all of the Company’s revenues are derived from within the PRC. Therefore, no geographical segments are presented.Contingencies

~~Commitments~~In the normal course of business, the Company is subject to contingencies, including legal proceedings and ~~Contingencies~~claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.

InRecent ~~the~~Accounting normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.Pronouncements

~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~is an emerging growth company (“EGC”) as defined by the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an EGC can take advantage of extended transition periods for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the extended transition periods. However, this election will not apply should the Company cease to be classified as an EGC.

~~The~~In ~~Company~~June is2017, anthe ~~emerging~~FASB ~~growth~~issued ~~company~~ASU 2016-13, Financial Instruments - Credit Losses (~~“EGC”~~Topic 326) as: ~~defined~~The byamendments ~~the~~in ~~Jumpstart~~this ~~Our~~Update ~~Business~~require ~~Startups~~a ~~Act~~financial asset (~~“JOBS~~or ~~Act”~~a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The ~~JOBS~~amendments ~~Act~~broaden ~~provides~~the information that an ~~EGC~~entity must ~~can~~consider ~~take~~in ~~advantage~~developing ~~of extended~~its ~~transition~~expected ~~periods~~credit loss estimate for ~~complying~~assets ~~with~~measured ~~new~~either collectively or ~~revised~~individually. ~~accounting~~The ~~standards.~~use ~~This~~of ~~allows~~forecasted information anincorporates ~~EGC~~more totimely ~~delay~~information ~~adoption~~in the estimate of ~~certain~~expected ~~accounting~~credit loss, which will be more decision useful to users ~~standards~~of ~~until~~the ~~those~~financial statements. In November 2019, the FASB issued ASU 2019-10 which defers the effective dates for the credit losses, derivatives and lease standards ~~would~~for ~~otherwise~~certain ~~apply~~companies. toThe ~~private~~deferred effective date for credit losses is January 1, 2023 for calendar-year end companies which are “smaller reporting companies”, non-SEC filers and all other companies including not-for-profit companies and employee benefit plans. The ~~Company~~deferral ~~elected~~for tothe ~~take~~derivatives ~~advantage~~and oflease standards is only applicable to the ~~extended~~companies ~~transition~~which are not public business ~~periods~~entities. ~~However,~~The Company adopted this ~~election~~guidance ~~will~~on ~~not~~January ~~apply~~1, ~~should~~2023 and determined that the ~~Company~~adoption ~~cease~~of tothis beguidance ~~classified~~does asnot anhave ~~EGC~~material impacts on its consolidated financial statements and related disclosures.

In June 2017, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. In November 2019, the FASB issued ASU 2019-10 which defers the effective dates for the credit losses, derivatives and lease standards for certain companies. The deferred effective date for credit losses is January 1, 2023 for calendar-year end companies which are “smaller reporting companies”, non-SEC filers and all other companies including not-for-profit companies and employee benefit plans. The deferral for the derivatives and lease standards is only applicable to the companies which are not public business entities. The Company adopted this guidance on January 1, 2023 and determined that the adoption of this guidance does not have material impacts on its consolidated financial statements and related disclosures.15

15On December 18, 2019, the FASB issued ASU No. 2019-12, Income taxes (Topic 740), Simplifying the Accounting for Income Taxes. This guidance amends ASC Topic 740 and addresses several aspects including 1) evaluation of step-up tax basis of goodwill when there is not a business combination, 2) policy election to not allocate consolidated taxes on a separate entity basis to entities not subject to income tax, 3) accounting for tax law changes or rates during interim periods, 4) ownership changes from equity method investment to subsidiary or vice versa, 5) elimination of exception to intraperiod allocation when there is gain in discontinued operations and a loss from continuing operations, 6) treatment of franchise taxes that are partially based on income. The guidance is effective for calendar year-end public entities on January 1, 2021 and other entities on January 1, 2022. The Company adopted this guidance on July 1, 2021 and determined that the adoption of this guidance does not have material impacts on its consolidated financial statements and related disclosures.

OnIn ~~December~~October 182020, ~~2019,~~ the FASB issued ASU ~~No. 2019~~2020-1210, “Codification ~~Income~~Improvements”. ~~taxes~~The ~~(Topic~~amendments ~~740),~~in ~~Simplifying~~this ~~the~~Update ~~Accounting~~represent ~~for~~changes ~~Income~~to ~~Taxes.~~clarify ~~This~~the ~~guidance~~Codification ~~amends~~or ~~ASC~~correct ~~Topic 740 and addresses several~~unintended ~~aspects~~application ~~including 1) evaluation~~ of ~~step-up~~guidance ~~tax~~that ~~basis~~are ~~of goodwill when there is~~ not aexpected ~~business combination, 2) policy election~~ to ~~not~~have ~~allocate consolidated taxes on~~ a ~~separate~~significant ~~entity~~effect ~~basis~~on tocurrent ~~entities not subject to income tax, 3)~~ accounting ~~for~~practice ~~tax~~or ~~law~~create ~~changes~~a orsignificant ~~rates during~~administrative ~~interim~~cost ~~periods,~~to 4)most ~~ownership~~entities. ~~changes~~The ~~from~~amendments ~~equity~~in ~~method~~this ~~investment~~Update toaffect ~~subsidiary~~a orwide ~~vice~~variety ~~versa, 5) elimination~~ of ~~exception~~Topics ~~to intraperiod allocation when there is gain~~ in ~~discontinued~~the ~~operations~~Codification and aapply ~~loss~~to ~~from~~all ~~continuing~~reporting ~~operations,~~entities within 6)the ~~treatment~~scope of ~~franchise~~the ~~taxes~~affected ~~that~~accounting ~~are partially based on income~~guidance. ~~The~~ASU ~~guidance~~2020-10 is effective for ~~calendar~~the ~~year-end~~Company ~~public~~for ~~entities~~fiscal onyears ~~January~~beginning 1after December 15, 2021 and ~~other~~interim ~~entities~~periods onwithin ~~January 1~~fiscal years beginning after December 15, 2022. The ~~Company~~amendments ~~adopted~~in this ~~guidance~~Update onshould ~~July~~be 1,applied ~~2021~~retrospectively. The ~~and~~Company ~~determined~~does ~~that~~not expect the adoption of this ~~guidance~~standard ~~does~~to ~~not~~ have a material ~~impacts~~ impact on its consolidated financial statements ~~and related disclosures~~.

InThe ~~October~~Company ~~2020,~~does ~~the~~not ~~FASB~~believe ~~issued~~other ~~ASU~~recently ~~2020-10,~~issued ~~“Codification~~but ~~Improvements”.~~not ~~The~~yet ~~amendments~~effective inaccounting ~~this~~standards, ~~Update~~if ~~represent~~currently ~~changes~~adopted, towould ~~clarify the Codification or correct unintended application of guidance that are not expected to~~ have a ~~significant~~material effect on ~~current accounting practice or create a significant administrative cost to most entities. The amendments in this Update affect a wide variety of Topics in~~ the ~~Codification~~Company’s ~~and~~consolidated ~~apply to all reporting entities~~balance ~~within~~sheets, ~~the~~consolidated ~~scope~~statements of ~~the~~income ~~affected accounting guidance. ASU 2020-10 is effective for the Company for fiscal years beginning after December 15, 2021~~ and ~~interim~~consolidated ~~periods~~statements ~~within fiscal years beginning after December 15, 2022. The amendments in this Update should be applied retrospectively. The Company does not expect the adoption~~ of ~~this~~cash ~~standard to have a material impact on its consolidated financial statements~~flows.

~~The~~3. ~~Company~~ACCOUNTS ~~does not believe other recently issued but not yet effective accounting standards~~RECEIVABLE, ~~if currently adopted, would have a material effect on the Company’s consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows.~~NET

3.Accounts ~~ACCOUNTS~~receivable ~~RECEIVABLE,~~consist ~~NET~~of the following:

Accounts receivable consist of the following:

	March 31, 2024			June 30, 2023

Accounts receivable		196,169			83,465
Less: allowance for doubtful accounts		(58,271	)		(58,021	)
Accounts receivable, net		137,898			25,444

	December 31, 2023			June 30, 2023
Accounts receivable	$	253,684		$	83,465
Less: allowance for doubtful accounts		(59,259	)		(58,021	)
Accounts receivable, net	$	194,425		$	25,444

The following table sets forth the movement of allowance for doubtful accounts:

	March 31, 2024		June 30, 2023

Beginning	$	58,021	$	62,804
Exchange rate difference		250		(4,783	)
Balance	$	58,271	$	58,021

	December 31, 2023		June 30, 2023
Beginning	$	58,021	$	62,804
Exchange rate difference		1,238		(4,783	)
Balance	$	59,259	$	58,021

4. PREPAYMENTS

4.Prepayments ~~PREPAYMENTS~~consist of the following:

Prepayments consist of the following:

	March 31, 2024		June 30, 2023
Prepayments for inventory	$	105,326	$	107,613
Prepayments	$	105,326	$	107,613

	December 31, 2023		June 30, 2023
Prepayments for inventory	$	92,492	$	107,613
Prepayments	$	92,492	$	107,613

165. OTHER RECEIVABLS

5.Other ~~OTHER~~receivables ~~RECEIVABLS~~consists of the following:

Other receivables consists of the following:

	March 31, 2024		June 30, 2023
Receivables from third party companies	$	276,997	$	-
Loans receivable from employees		35,123		36,740
Other receivables	$	312,120	$	36,740

	December 31, 2023		June 30, 2023
Receivables from third party companies		281,694	$	36,740
Loans receivable from employees		39,207		-
Other receivables	$	320,901	$	36,740

Receivables from third party companies are interest free and due on demand. Loans receivable from employees are interest free and due on demand.

~~Receivables from third party companies are interest free and due on demand~~6. ~~Loans receivable from employees are interest free and due on demand.~~ INVENTORY

6.Inventory ~~INVENTORY~~consisted of the following:

Inventory consisted of the following:

	March 31, 2024		June 30, 2023
Raw materials, parts, and components	$	92,027	$	294,030
Finished goods		141,589		69,908
Miscellaneous supplies		1,971		5,389
Inventory	$	235,587	$	369,327

	December 31, 2023		June 30, 2023
Raw materials, parts, and components	$	221,968	$	294,030
Finished goods		96,291		69,908
Miscellaneous supplies		2,201		5,389
Inventory	$	320,460	$	369,327

7. PROPERTY, PLANT AND EQUIPMENT, NET

~~7. PROPERTY~~Property, ~~PLANT~~plant ~~AND~~and ~~EQUIPMENT~~equipment, ~~NET~~net consisted of the following:

Property, plant and equipment, net consisted of the following:

	March 31, 2024			June 30, 2023

Vehicle	$	18,017		$	17,940
Office equipment		18,758			67,370
Machinery, equipment, and tools		78,392			77,104
Total		115,167			162,414
Less: accumulated depreciation		(84,527	)		(113,608	)
Property, plant and equipment, net	$	30,640		$	48,806

	December 31, 2023			June 30, 2023
Vehicle	$	18,323		$	17,940
Office equipment		19,076			67,370
Machinery, equipment, and tools		79,721			77,104
Total		117,120			162,414
Less: accumulated depreciation		(80,471	)		(113,608	)
Property, plant and equipment, net	$	36,649		$	48,806

Depreciation expenses charged to the consolidated statements of operations and comprehensive loss for the nine months ended March 31, 2024 and 2023 were $6,793 and $25,862, respectively.

~~Depreciation~~8. ~~expenses~~ADVANCE ~~charged~~FROM ~~to the consolidated statements of operations and comprehensive loss for the six months ended December 31, 2023 and 2022 were $5,175 and $17,167, respectively.~~CUSTOMERS

8.Changes ~~ADVANCE~~in ~~FROM~~advance ~~CUSTOMERS~~from customers is as follows:

Changes in advance from customers as follows:

	March 31,			June 30,
	2024			2023

Advance from clients, beginning of the period	$	347,429		$	6,668,713
Revenue deferred during the period		155,677			8,274
Returned of revenue deferred in prior periods		-			(6,239,928	)
Recognition of revenue deferred in prior periods		(74,907	)		(89,630	)
Advance from clients, end of the period	$	428,199		$	347,429

	December 31,			June 30,
	2023			2023
Advance from clients, beginning of the period	$	347,429		$	6,668,713
Revenue deferred during the period		705,084			8,274
Returned of revenue deferred in prior periods		-			(6,239,928	)
Recognition of revenue deferred in prior periods		(563,670	)		(89,630	)
Advance from clients, end of the period	$	488,843		$	347,429

The Company returned $6,239,928 advance from customers, resulting from the termination of a new health product business plan due to an increase in COVID-19 cases in China after the government’s removal of COVID-19 prevention mandates during our fiscal year ended June 30, 2023.

The Company returned $6,239,928 advance from customers, resulting from the termination of new health product business plan by the national infection by the government’s removal of COVID-19 prevention for the year ended June 30, 2023.17

179. OTHER PAYABLES

9.Other ~~OTHER~~payables ~~PAYABLES~~consist of the following:

Other payables consist of the following:

	March 31, 2024		June 30, 2023

Accruals	$	48,593	$	63,651
Other payables	$	48,593	$	63,651

	December 31, 2023		June 30, 2023
Accruals	$	2,817	$	63,651
Other payables	$	2,817	$	63,651

10. AMOUNTS DUE FROM AND DUE TO RELATED PARTIES

10. AMOUNTS DUE FROM AND DUE TO RELATED PARTIES

	Note	March 31, 2024		June 30, 2023
Amounts due from related parties:
Duolun Kangbaier Biotechnology Co. LTD	(a)	$	1,108	$	1,103
Panjin Kangying Health Food Co., LTD	(a)		138		138
Liaoning Baijiakang Health Technology Co. LTD	(a)		50		50
Ms. Xiuhua Sun	(b)		13,850		13,791
Mr. Mingkai Cao	(c)		4,155		4,137
Total		$	19,301	$	19,219

Amounts due to related parties:
Panjin Double Eagle Green Health Food Co. LTD	(d)		133,019		132,450
Panjin Double Eagle Weishi Green Health Food Co. LTD	(d)		122,655		127,259
Suzhou Weixuan Information Technology Co., LTD	(e)		-		20,686
Ms. Xiuzhi Sun	(f)		2,531,943		3,140,932
Total		$	2,787,617	$	3,421,327

	Note	December 31, 2023		June 30, 2023
Amounts due from related parties:
Duolun Kangbaier Biotechnology Co. LTD	(a)	$	1,127	$	1,103
Panjin Kangying Health Food Co., LTD	(a)		141		138
Liaoning Baijiakang Health Technology Co. LTD	(a)		51		50
Ms. Xiuhua Sun	(b)		14,085		13,791
Mr. Mingkai Cao	(c)		4,225		4,137
Total		$	19,629	$	19,219
Amounts due to related parties:
Panjin Double Eagle Green Health Food Co. LTD	(d)		135,275		132,450
Panjin Double Eagle Weishi Green Health Food Co. LTD	(d)		126,126		127,259
Suzhou Weixuan Information Technology Co., LTD	(e)		21,127		20,686
Ms. Xiuzhi Sun	(f)		2,974,002		3,140,932
Total		$	3,256,530	$	3,421,327

(a)	These companies are controlled by the Chief Executive Officer, Chief Financial Officer, and controlling shareholder of the Company, Ms. Xiuzhi Sun. The amount is due on demand, interest-free and unsecured.

(ab) ~~These~~Ms. ~~companies~~Xiuhua ~~are~~Sun ~~controlled~~is bythe sibling of Ms. Xiuzhi Sun, the Chief Executive Officer, ~~and~~ Chief Financial Officer, asand ~~well~~controlling ~~as the~~ shareholder of the Company. The amount is due on demand, interest-free, and unsecured. (c) Mr. Mingkai Cao is family member of Ms. Xiuzhi Sun, the Chief Executive Officer, Chief Financial Officer, and controlling shareholder of the Company. The amount is due on demand, interest-free and unsecured. (d) These companies are controlled by the Chief Executive Officer, Chief Financial Officer, and controlling shareholder of the Company, Ms. Xiuzhi Sun. Such balances are interest free, unsecured, and due on demand without an agreement. The Company’s office located in the PRC was provided by Panjin Double Eagle Green Health Food Co. LTD free of charge.

(be) ~~Ms.~~The ~~Xiuhua~~company ~~Sun~~ is ~~the~~controlled ~~sibling~~by of Ms. ~~Xiuzhi~~Jing ~~Sun~~Li, ~~the~~daughter ~~Chief Executive Officer and Chief Financial Officer, as well as the shareholder~~ of ~~the Company. The amount is due on demand, interest-free and unsecured. (c) Mr. Mingkai Cao is family member of~~ Ms. Xiuzhi Sun~~, the Chief Executive Officer and Chief Financial Officer, as well as the shareholder of the Company~~. The amount is due on demand, interest~~-free~~ ~~and unsecured. (d) These companies are controlled by the Chief Executive Officer and Chief Financial Officer, as well as the shareholder of the Company, Ms. Xiuzhi Sun. Such balances are interest~~ free, ~~unsecured,~~ and ~~due demand without an agreement~~unsecured. ~~Office located in PRC of the Company was provided by Panjin Double Eagle Green Health Food Co. LTD free for charge.~~

(ef) ~~The~~Ms. ~~company~~Xiuzhi Sun is ~~controlled~~the byChief ~~Ms.~~Executive ~~Jing~~Officer, LiChief Financial Officer, ~~daughter~~and controlling shareholder of the Company. The amount due to Ms. Xiuzhi Sun. ~~The~~is ~~amount~~interest isfree, unsecured, and due on demand, ~~interest-free~~without ~~and~~an ~~unsecured~~agreement. The Company used the funds borrowed from Ms. Xiuzhi Sun to fund its operations.

(f) Ms. Xiuzhi Sun is the Chief Executive Officer and Chief Financial Officer, as well as the shareholder of the Company. As of December 31, 2023, Amount due to Ms. Xiuzhi Sun that is interest free, unsecured, and due demand without an agreement. The Company used the funds borrowed from Ms. Xiuzhi Sun to fund its operations.18

1811. INCOME TAXES

~~11.~~The ~~INCOME~~Company ~~TAXES~~is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.

~~The~~United ~~Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.~~States

~~United~~Cambell International is incorporated in the State of Nevada and is subject to U.S. federal tax. The federal corporate income tax rate is 21%. Corporate entities are required to file state income taxes in accordance with the applicable state corporate income regulations.

~~Cambell~~British ~~International~~Virgin is incorporated in the State of Nevada and is subject to the U.S. federal tax. The federal corporate income tax rate is 21%. Corporate entities are required to file state income taxes in accordance with the applicable state corporate income regulations.Islands

Win&win Industrial is incorporated in the British Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law. In addition, no British Virgin Islands withholding tax will be imposed upon payment of dividends by this entity to its shareholders.

~~Win&win~~Hong Industrial are incorporated in the British Virgin Islands and not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.Kong

BJK Holding Group was incorporated in Hong Kong and is subject to the Hong Kong profits tax rate of 16.5%.

~~BJK Holding Group was incorporated in Hong Kong and is subject to the Hong Kong profits tax rate at 16.5%.~~PRC

~~PRC~~Under the Enterprise Income Tax (“EIT”) Law, which has been effective since January 1, 2008, domestic enterprises and foreign invested enterprises (the “FIEs”) are subject to a unified 25% enterprise income tax rate, except for certain entities that are entitled to tax holidays.

~~Under~~For the ~~Enterprise~~nine ~~Income~~months ~~Tax~~ended ~~(“EIT”) Law,~~March ~~which has been effective since January 1~~31, ~~2008,~~2024 ~~domestic enterprises~~ and ~~foreign~~2023, a ~~invested~~reconciliation ~~enterprises~~of (the ~~“FIEs”)~~income ~~are subject~~tax tobenefit adetermined ~~unified~~at ~~25%~~the ~~enterprise~~statutory income tax rate, ~~except~~to ~~for~~the ~~certain~~Company’s ~~entities~~income ~~that~~taxes ~~are~~is ~~entitled~~as ~~to tax holidays.~~follows:

For the six months ended December 31, 2023 and 2022, a reconciliation of the income tax benefit determined at the statutory income tax rate to the Company’s income taxes is as follows:

	For the nine months ended March 31,
	2024			2023
Income (loss) before income taxes	$	598,572		$	(333,528	)
United States statutory income tax rate		21	%		21	%
Income tax credit computed at statutory corporate income tax rate		125,700			(70,041	)
Reconciling items:
Non-deductible expenses		1,124			1,705
Change in valuation allowance		(126,824	)		68,336
Income tax expense	$	-		$	-

	For the six months ended December 31,
	2023			2022
Loss before income taxes	$	377,237		$	(234,714	)
United States statutory income tax rate		21	%		21	%
Income tax credit computed at statutory corporate income tax rate		79,220			(49,290	)
Reconciling items:
Non-deductible expenses		771			340
Change in valuation allowance		(79,991	)		48,950
Income tax expense	$	-		$	-

The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the nine months ended March 31, 2024 and 2023, the Company had no unrecognized tax benefits.

~~The~~12. ~~Company~~CHINA ~~evaluates~~CONTRIBUTION the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions for the six months ended December 31, 2023 and 2022, the Company had no unrecognized tax benefits.PLAN

12The Company participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical, and other welfare benefits are provided to employees. Chinese ~~CHINA~~labor ~~CONTRIBUTION~~regulations ~~PLAN~~require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond its monthly contributions.

The Company participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond their monthly contributions.19

1913. CONCENTRATIONS AND CREDIT RISK

~~13. CONCENTRATIONS AND CREDIT RISK~~(a) Concentrations

~~(a)~~In ~~Concentrations~~the nine months ended March 31, 2024, three customers accounted for over 73.10% of the Company’s revenues. In the nine months ended March 31, 2023, one customer accounted for over 56.73% of the Company’s revenues. No other customer accounts for more than 10% of the Company’s revenue in the nine months ended March 31, 2024 and 2023.

InAs ~~the~~of ~~six~~March ~~months ended December~~ 31, ~~2023~~2024, ~~three~~ four customers accounted for ~~over 83.67~~ 100% of the Company’s ~~revenues~~accounts receivable. InAs ~~the~~of ~~six~~June ~~months ended December 31~~30, ~~2022~~2023, ~~two~~ ~~customers~~one customer accounted ~~for~~ ~~over~~for 7789.8597% of the Company’s ~~revenues~~accounts receivable, respectively. No other customer accounts for more than 10% of the Company’s ~~revenue in the~~accounts ~~six~~receivable ~~months~~as ~~ended~~of ~~December~~March 31, ~~2023~~2024and ~~and~~June ~~2022~~30, 2023.

As of ~~December~~March 31, ~~2023~~2024, one supplier ~~two customer~~ accounted for ~~100~~ 79.94% of the Company’s accounts ~~receivable~~ payable. As of June 30, 2023, two suppliers ~~one customer~~ accounted for 89 73.9772% of the Company’s accounts ~~receivable~~ payable. No other ~~customer~~supplier accounts for ~~more than~~ over 10% of the Company’s accounts ~~receivable~~payable as of ~~December~~March 31, 2024 ~~2023~~ and June 30, 2023.

As(b) Credit of December 31, 2023, one supplier accounted for 97.23% of the Company’s accounts payable. As of June 30, 2023, two suppliers accounted for 73.72% of the Company’s accounts payable. No other supplier accounts for over 10% of the Company’s accounts payable as of December 31, 2023 and June 30, 2023.risk

~~(b)~~Financial ~~Credit~~instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of March 31, 2024 and June 30, 2023, substantially all of the Company’s cash was held by major financial institutions located in the PRC, which management believes are of high credit quality.

~~Financial~~For ~~instruments~~the ~~that~~credit ~~potentially~~risk ~~subject the~~related ~~Company~~ to atrade ~~significant~~accounts receivable, ~~concentration~~which ofare ~~credit~~unsecured ~~risk~~in ~~consist~~nature, ~~primarily~~the ofCompany ~~cash.~~performs Asongoing ofcredit ~~December~~evaluations ~~31,~~of ~~2023~~its customers and, ~~June~~if 30necessary, ~~2023, substantially~~maintains ~~all~~reserves offor ~~the~~potential ~~Company’s~~credit ~~cash~~losses. ~~were~~Historically, ~~held~~such bylosses ~~major~~have ~~financial~~been ~~institutions~~within ~~located~~management’s inexpectations; however, there is the extremely ~~PRC,~~remote ~~which~~chance ~~management~~that ~~believes~~all ~~are~~trade ofreceivables ~~high~~may ~~credit quality~~become uncollectible.

For the credit risk related to trade accounts receivable, which are unsecured in nature, the Company performs ongoing credit evaluations of its customers and, if necessary, maintains reserves for potential credit losses14. ~~Historically,~~COMMITMENTS ~~such~~AND ~~losses have been within management’s expectations; however, there is the extremely remote chance that all trade receivables may be become uncollectible.~~CONTINGENCIES

~~14. COMMITMENTS AND CONTINGENCIES~~Contingencies

~~Contingencies~~ In the ordinary course of business, the Company may be subject to certain legal proceedings, claims, and disputes that arise from its business operations. 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 March 31, 2024, the Company had no outstanding lawsuits or claims.

~~In the ordinary course of business, the Company may be subject to certain legal proceedings, claims and disputes that arise from the business operations~~15. ~~Although~~SUBSEQUENT 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 December 31, 2023, the Company had no outstanding lawsuits or claims.EVENT

~~15.~~The ~~SUBSEQUENT~~Company ~~EVENT~~evaluated all events and transactions that occurred after March 31, 2024 up through the date of these financial statements and has determined that there are no material subsequent events to disclose in these consolidated financial statements.

~~The~~16. ~~Company~~CONDENSED ~~evaluated all~~FINANCIAL ~~events~~INFORMATION ~~and~~OF ~~transactions that occurred after December 31, 2023 up through the date financial statements on [ ],~~THE ~~2024,~~PARENT ~~there are no material subsequent events to disclose in these consolidated financial statements.~~COMPANY

~~16.~~The ~~CONDENSED~~Company ~~FINANCIAL~~performed ~~INFORMATION~~a OFtest ~~THE~~on the restricted ~~PARENT~~net ~~COMPANY~~assets of the consolidated subsidiaries in accordance with the United States Securities and Exchange Commission’s Regulation S-X, Rule 408 (e) (3) “General Notes to Financial Statements”, and it was concluded that the Company needed to only disclose the financial information for the parent company.

The ~~Company~~consolidated ~~performed~~subsidiaries adid ~~test~~not onpay ~~the restricted~~any ~~net~~dividends ~~assets~~to of the ~~consolidated~~Company ~~subsidiaries~~for inthe ~~accordance~~periods ~~with~~presented. ~~the~~Certain ~~United~~information ~~States~~included ~~Securities~~in the financial and ~~Exchange~~footnote ~~Commission’s~~disclosures ~~Regulation~~were generally ~~S-X,~~statements ~~Rule~~prepared ~~408~~in ~~(e)~~accordance ~~(3)~~with ~~“General~~U.S. ~~Notes~~GAAP towhich ~~Financial~~have ~~Statements”,~~been condensed and itomitted. ~~was~~These ~~concluded~~statements ~~that~~should ~~the~~be ~~Company~~read ~~needed~~in toconjunction with ~~only~~the ~~disclose~~ notes to the consolidated financial ~~information~~statements ~~for~~of the ~~parent company~~Company.

The ~~consolidated~~financial ~~subsidiaries~~information ~~did~~of ~~not~~the ~~pay~~parent ~~any~~company ~~dividends~~has tobeen ~~the~~prepared ~~Company~~using ~~for~~ the ~~periods~~same ~~presented.~~accounting ~~Certain~~policies ~~information~~as ~~included~~set out in the ~~financial~~Company’s ~~and~~consolidated ~~footnote~~financial ~~disclosures were generally~~ statements ~~prepared~~except inthat ~~accordance~~the parent ~~with~~company ~~U.S.~~used ~~GAAP~~the ~~which~~equity ~~have~~method ~~been~~to ~~condensed~~account ~~and~~for ~~omitted.~~investments ~~These statements should be read~~ in ~~conjunction with~~its ~~the notes to the consolidated financial statements of the Company~~subsidiaries.

The financial information of the parent company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the parent company used the equity method to account for investments in its subsidiaries.20

20CONDENSED PARENT COMPANY BALANCE SHEETS

CONDENSED PARENT COMPANY BALANCE SHEETS

	March 31, 2024			June 30, 2023
Non-current assets
Investment in subsidiary	$	-		$	-

Total assets	$	-		$	-

LIABILITIES AND SHAREHOLDERS’ DEFICIT		-			-

Total liabilities	$	-		$	-

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ DEFICIT
Preferred shares, par value $0.001, 10,000,000 shares authorized, 10,000,000 and 10,000,000 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively		10,000			10,000
Common shares, par value $0.001; 75,000,000 shares authorized, 6,250,750 and 6,250,750 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively		6,251			6,251
Common shares to be issued, par value $0.001; 1,000,000 and 1,000,000 shares to be issued as of March 31, 2024 and June 30, 2023, respectively		1,000			1,000
Shares subscription receivables		(17,251	)		(17,251	)
Accumulated deficits		-			-
Accumulated other comprehensive loss		-			-
Total shareholders’ deficit		-			-

Total liabilities and shareholders’ deficit	$	-		$	-

	December 31, 2023			June 30, 2023
Non-current assets
Investment in subsidiary	$	-		$	-
Total assets	$	-		$	-
LIABILITIES AND SHAREHOLDERS’ DEFICIT		-			-
Total liabilities	$	-		$	-
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ DEFICIT
Preferred shares, par value $0.001, 10,000,000 shares authorized, 10,000,000 and 0 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively		10,000			10,000
Common shares, par value $0.001; 75,000,000 shares authorized, 6,250,750 and 6,250,750 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively		6,251			6,251
Common shares to be issued, par value $0.001; 1,000,000 and 1,000,000 shares to be issued as of December 31, 2023 and June 30, 2023, respectively		1,000			1,000
Shares subscription receivables		(17,251	)		(17,251	)
Accumulated deficits		-			-
Accumulated other comprehensive loss		-			-
Total shareholders’ deficit		-			-
Total liabilities and shareholders’ deficit	$	-		$	-

CONDENSED PARENT COMPANY STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

CONDENSED PARENT COMPANY STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	For the Nine Months Ended March 31,
	2024		2023
INCOME (LOSS) FROM SUBSIDIARIES	$	598,572		(333,528	)

NET INCOME (LOSS)		598,572		(333,528	)
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS		-		-
COMPREHENSIVE INCOME (LOSS)	$	598,572		(333,528	)

	For the six months ended December 31,
	2023		2022
INCOME (LOSS) FROM SUBSIDIARIES	$	377,237	$	(234,714	)
NET INCOME (LOSS)		377,237		(234,714	)
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS		-		-
COMPREHENSIVE INCOME (LOSS)	$	377,237	$	(234,714	)

CONDENSED PARENT COMPANY STATEMENTS OF CASH FLOWS

CONDENSED PARENT COMPANY STATEMENTS OF CASH FLOWS

	For the nine months ended March 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	598,572			(333,528	)
Adjustments to reconcile net loss to cash used in operating activities:
Equity (income) loss of subsidiary		(598,572	)		333,528
Net cash used in operating activities		-			-

CHANGES IN CASH		-			-

CASH, beginning of period		-			-

CASH, end of period	$	-		$	-

	For the six months ended December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	377,237		$	(234,714	)
Adjustments to reconcile net loss to cash used in operating activities:
Equity (income) loss of subsidiary		(377,237	)		234,714
Net cash used in operating activities		-			-
CHANGES IN CASH		-			-
CASH, beginning of period		-			-
CASH, end of period	$	-		$	-

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Forward Looking Statement Notice

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q and our financial statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended June 30, 2023 (the “2023 Form 10-K”).

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “potential,” “believes,” “seeks,” “hopes,” “estimates,” “should,” “may,” “will,” “with a view to” and variations of these words or similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rates; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission. For more information, see our discussion of risk factors located at Part I, Item 1A of our 2023 Form 10-K.

Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Financial information contained in this ~~quarterly~~Quarterly ~~report~~Report and in our unaudited interim financial statements is stated in United States dollars and ~~are~~is prepared in accordance with United States generally accepted accounting principles.

OVERVIEW

Corporate History and Structure

Cambell International Holding Corp., formerly known as Bitmis Corp.

Bitmis Corp. was ~~founded~~incorporated in the State of ~~Nevada~~ Nevada on June 6, 2016. The Company originally intended to commence operations in the business of consulting in Thailand, but it was not successful. Thus, the Company became dormant in July 2020.

Custodianship. On April 12, 2022, the Eighth Judicial District Court in Clark County, Nevada Case No: A-22-849683-B appointed Custodian Ventures LLC, a Wyoming limited liability company of which Mr. David Lazar was managing member (“Custodian Ventures”), as the Company’s custodian. Upon Custodian Ventures’ appointment, all of the remaining former officers and directors of the Company resigned.

David Lazar, 31, a private investor, served as CEO and Chairman of the Company commencing December 9, 2021.

2022 Transaction. On September 22, 2022, as a result of a private transaction (the “2022 Transaction”), 10,000,000 shares of the Company’s series A preferred stock, $0.001 par value per share, were transferred from Custodian Ventures to Xiaoyan Yuan (the “Purchaser”) for a cash consideration of $430,000 constituting personal funds of the Purchaser. As a result, the Purchaser became the holder of 90% of the voting rights of the issued and outstanding share capital of the Company.

On September 22, 2022, David Lazar resigned from all of his positions with the Company. Concurrently, and effective on the date of the transfer, Xiaoyan Yuan consented to act as the Company’s Chief Executive Officer, President, Chief Financial Officer, and sole director and also assumed the positions of Secretary and Treasurer.

Share Exchange with Cambell International Holding Limited. On December 30, 2022, we entered into a share exchange agreement (“Share Exchange Agreement”) with (i) Cambell International Holding Limited (“Cambell International”), a limited liability company incorporated in the British Virgin Islands on September 23, 2020; (ii) the shareholders of Cambell International (the “Cambell Shareholders”); and (iii) Ms. Xiaoyan Yuan, the holder of all of our outstanding shares of preferred stock, to acquire all the issued and outstanding capital stock of Cambell International in exchange for the issuance to the Cambell Shareholders of an aggregate of 1,000,000 shares (the “Shares”) of our common stock and the transfer by Ms. Yuan to the Cambell Shareholders of 9,000,000 shares of our series A preferred stock owned by her (“Reverse Acquisition”). The Reverse Acquisition was closed on December 30, 2022.

Amendments to Articles of Incorporation

Name Change to Campbell International Holding Corp. Effective as of May 25, 2023, our Board of Directors and majority consenting shareholders signed a joint written consent (the “Campbell Joint Written Consent”), approving an amendment to our articles of incorporation to change our name and trading symbol. The Campbell Joint Written Consent was approved by all members of the Board of Directors and by a majority of our shareholders holding of record an aggregate of 10,406,400 shares of our common stock.

On June 29, 2023, an amendment to the articles of incorporation was filed with the Nevada Secretary of State (the “Campbell Certificate of Amendment”) to effect the change of name from “Bitmis Corp.” to “Campbell International Holding Corp.” (the “Campbell Company Name Change”). On July 10, 2023, the Company also filed an issuer notification form with FINRA (the “Issuer Notification”) reflecting the Campbell Company Name Change and requesting a change in its trading symbol from “BITM” to “KAFC” or such other trading symbol as may be available. The Campbell Certificate of Amendment to the Corporation’s Articles of Incorporation was effective as of the date of acceptance by the Secretary of State of the State of Nevada or June 29, 2023.

The foregoing description of the Campbell Certificate of Amendment and Campbell Joint Written Consent do not purport to be complete and are qualified in their entirety by reference to the full text of the Campbell Certificate of Amendment and Campbell Joint Written Consent, which were filed as Exhibit 3.1 and Exhibit 99.1, respectively, to the Current Report on Form 8-K with the Securities and Exchange Commission on July 11, 2023.

Name Change to Cambell International Holding Corp. Effective as of July 19, 2023, our Board of Directors and majority consenting shareholders signed a joint written consent (the “Cambell Joint Written Consent”), approving an amendment to the articles of incorporation to change the name of the Company and the Company’s trading symbol. The Cambell Joint Written Consent was approved by all members of our Board of Directors and by the majority of our shareholders holding of record an aggregate of 10,406,400 shares of our common stock.

On July 25, 2023, a further amendment to our articles of incorporation was filed with the Nevada Secretary of State to effect the change of name from “Campbell International Holding Corp.” to “Cambell International Holding Corp.” (the “Cambell Certificate of Amendment”). The Cambell Certificate of Amendment to our articles of incorporation was effective as of the date of acceptance by the Secretary of State of the State of Nevada on July 25, 2023.

The foregoing description of the Cambell Certificate of Amendment and Cambell Joint Written Consent do not purport to be complete and are qualified in their entirety by reference to the full text of the Cambell Certificate of Amendment and Cambell Joint Written Consent, which were filed as Exhibit 3.1 and Exhibit 99.1 to the Current Report on Form 8-K with the Securities and Exchange Commission on August 10, 2023.

Current Corporate Structure

Following the consummation of the Reverse Acquisition, we engage in the research and development of extraction processes of natural β -carotene, the planting and harvesting of raw materials, and the production, distribution, marketing, and ~~sales~~sale of natural β -carotene health food products. Natural β -carotene is a safe source of vitamin A which is an essential ~~nurturant~~nutrient important for vision, growth, cell division, reproduction, and immunity as well as containing antioxidant properties which offer protection from diabetes, heart disease, and cancer.

The Company owns 100% of the issued and outstanding capital stock of Cambell International Holding Limited, which was incorporated on September 23, 2020 under the law of the British Virgin Islands. Cambell International Holding Limited is a holding company holding the following entities:

Win&win Industrial Development Limited	●	A British Virgin Islands company	100%
(“Win&win”)	●	Principal activities: investment holding
BJK Holding Group Limited	●	A Hong Kong company	100%
(“BJK Holding”)	●	Principal activities: investment holding
Baijiakang (LiaoNing) Health Information Consulting Service Co., Ltd	●	A PRC limited liability company and deemed a wholly foreign-invested enterprise	100%
(“Baijiakang Consulting”)	●	Principal activities: consultancy and information technology support
LiaoNing KangBaiEr Biotechnology Development Co., Ltd.	●	A PRC limited liability company	VIE by contractual arrangements
(“Liaoning Kangbaier”)	●	Incorporated on September 22, 2015
	●	Principal activities: research and development of extraction processes of natural β - carotene, the planting and harvesting of raw materials, and the production, distribution, marketing, and ~~sales~~sale of natural β -carotene health food products.
Doron KangBaier Biotechnology Co.	●	A PRC limited liability company	100% owned by LiaoNing KangBaiEr
LTD (“Doron”)	●	Principal activities: research and support
LiaoNing BaiJiaKang Health Technology	●	A PRC limited liability company	100% owned by LiaoNing
Co. LTD (“Liaoning”)	●	Principal activities: promotion and support	KangBaiEr

The following diagram illustrates our corporate structure as of the date of this Quarterly Report:

Contractual Arrangements among WFOE, Liaoning Kangbaier and Liaoning Kangbaier’s Shareholders

Liaoning Kangbaier Biotechnology Development Co., Ltd

Liaoning Kangbaier Biotechnology Development Co., Ltd. (“Liaoning Kangbaier”), the VIE, was formed under the laws of the PRC on September 22, 2015. We operate our research, development, production and marketing business of natural B-carotene based nutritional products through Liaoning Kangbaier and its wholly owned subsidiaries, Doron Kangbaier Biotechnology Co. Ltd. and Liaoning BaiJiaKang Health Technology Co. Ltd., in China.

Pursuant to PRC law, each entity formed under PRC law must have a business scope as submitted to the Administration for Market Regulation or its local counterpart. Depending on the particular business scopes, approval by the relevant competent regulatory agencies may be required prior to commencement of business operations. Since the sole business of our WFOE is to provide Liaoning Kangbaier with technical support, consulting services and other management services relating to its day-to-day business operations and management in exchange for a service fee approximately equal to all pre-tax profits of Liaoning Kangbaier and its subsidiaries (minus any accumulated losses (if any) of Liaoning Kangbaier and its subsidiaries in the previous fiscal year, and the amount required for operating funds, expenditures, taxes and other statutory contributions in any particular fiscal year), such business scope is appropriate under PRC law. Liaoning Kangbaier, on the other hand, is also able to, pursuant to its business scope, conduct the business of manufacturing nutritional products. Liaoning Kangbaier is approved by the Market Regulation Bureau of Panjin to engage in its business.

We control Liaoning Kangbaier through a series of contractual arrangements, or “VIE Agreements,” which are described ~~under “Contractual Arrangements among WFOE, Liaoning Kangbaier and Liaoning Kangbaier Shareholders~~below.” The VIE Agreements are designed so that the operations of the VIE are solely for the benefit of the WFOE and ultimately, the Company. As such, under U.S. GAAP, the Company is deemed to have a controlling financial interest in, and be the primary beneficiary of, the VIE for accounting purposes only and must consolidate the ~~VIE because we meet the conditions~~ ~~under U.S. GAAP to consolidate the~~ VIE.

While we do not have any equity interest in our consolidated affiliated entities, we have been and are expected to continue to be dependent on them to operate our business as long as there is limitation or prohibition in the interpretation and application by local governments of regulations concerning foreign investments in companies such as our consolidated affiliated entities. We rely on our consolidated affiliated entities to maintain or renew their respective qualifications, licenses or permits necessary for our business in China. We believe that under the VIE Agreements, we have substantial control over our consolidated affiliated entities and their respective shareholders to renew, revise or enter into new contractual arrangements prior to the expiration of the current arrangements on terms that would enable us to continue to operate our business in China after the expiration of the current arrangements, or pursuant to certain amendments and changes of the current applicable PRC laws, regulations and rules on terms that would enable us to continue to operate our business in China legally. While we currently do not anticipate any changes to PRC laws in the near future that may impact our ability to carry out our business in China, no assurances can be made in this regard. For a detailed description of the risks associated with our corporate structure and the contractual arrangements that support our corporate structure, see “Item 1A. Risk Factors - Risks Relating to our Commercial Relationship with our VIE” in our 2023 Annual Report filed with the SEC on October 20, 2023.

The following is a summary of the VIE Agreements among the WFOE, Liaoning Kangbaier and Liaoning Kangbaier’s Shareholders.

On November 27, 2022, Baijiakang Consulting, Liaoning Kangbaier and Liaoning Kangbaier’s Shareholders entered into a series of contractual agreements for Liaoning Kangbaier to qualify as a variable interest entity or VIE (the “VIE Agreements”). The VIE Agreements consist of the following:

(1)

Consulting Service Agreement

(2)

Business Operation Agreement

(3)

Proxy Agreement

(4)

Equity Disposal Agreement

(5)

Equity Pledge Agreement

Consulting Service Agreement. Pursuant to the terms of the Exclusive Consulting and Service Agreement dated November 27, 2022, between Baijiakang Consulting and Liaoning Kangbaier (the “Consulting Service Agreement”), Baijiakang Consulting is the exclusive consulting and service provider to Liaoning Kangbaier to provide business-related software research and development services; design, installation, and testing services; network equipment support, upgrade, maintenance, monitor, and problem-solving services; employees training services; technology development and sublicensing services; public relations services; market investigation, research, and consultation services; short to medium term marketing plan-making services; compliance consultation services; marketing events and membership related activities planning and organizing services; intellectual property permits; equipment and rental services; and business-related management consulting services. Pursuant to the Consulting Service Agreement, the service fee is the remaining amount after Liaoning Kangbaier’s profit before tax in the corresponding year deducts Liaoning Kangbaier’s losses, if any, in the previous year, the necessary costs, expenses, taxes, and fees incurred in the corresponding year, and the withdraws of the statutory provident fund. Liaoning Kangbaier agreed not to transfer its rights and obligations under the Consulting Service Agreement to any third party without prior written consent from Baijiakang Consulting. In addition, Baijiakang Consulting may transfer its rights and obligations under the Consulting Service Agreement to Baijiakang Consulting’s affiliates without Liaoning Kangbaier’s consent, but Baijiakang Consulting shall notify Liaoning Kangbaier of such transfer. This Agreement is valid for a term of 10 years subject to any extension requested by Baijiakang Consulting unless terminated by Baijiakang Consulting unilaterally prior to the expiration.

Business Operation Agreement. Pursuant to the terms of the Business Operation Agreement dated November 27, 2022, among Baijiakang Consulting, Liaoning Kangbaier, and the shareholders of Liaoning Kangbaier (the “Business Operation Agreement”), Liaoning Kangbaier has agreed to subject the operations and management of its business to the control of Baijiakang Consulting. According to the Business Operation Agreement, Liaoning Kangbaier is not allowed to conduct any transactions that has substantial impact upon its operations, assets, rights, obligations, and personnel without the Baijiakang Consulting’s written approval. The shareholders of Liaoning Kangbaier and Liaoning Kangbaier will take Baijiakang Consulting’s advice on appointment or dismissal of directors, employment of Liaoning Kangbaier’s employees, regular operation, and financial management of Liaoning Kangbaier. The shareholders of Liaoning Kangbaier have agreed to transfer any dividends, distributions, or any other profits that they receive as the shareholders of Liaoning Kangbaier to Baijiakang Consulting without consideration. The Business Operation Agreement is valid for a term of 10 years or longer upon the request of Baijiakang Consulting prior to the expiration thereof. The Business Operation Agreement may be terminated earlier by Baijiakang Consulting with a 30-day written notice.

Proxy Agreement. Pursuant to the terms of the Proxy Agreements dated November 27, 2022, among Baijiakang Consulting, and the shareholders of Liaoning Kangbaier (each, the “Proxy Agreement”, collectively, the “Proxy Agreements”), each shareholder of Liaoning Kangbaier has irrevocably entrusted his/her shareholder rights as Liaoning Kangbaier’s shareholder to Baijiakang Consulting, including but not limited to, proposing the shareholder meeting, accepting any notices with regard to the convening of shareholder meeting and any other procedures, conducting voting rights, and selling or transferring the shares held by such shareholder, for 10 years or earlier if the Business Operation Agreement was terminated for any reasons.

Equity Disposal Agreement. Pursuant to the terms of the Equity Disposal Agreement dated November 27, 2022, among Baijiakang Consulting, Liaoning Kangbaier, and the shareholders of Liaoning Kangbaier (the “Equity Disposal Agreement”), the shareholders of Liaoning Kangbaier granted Baijiakang Consulting or its designees an irrevocable and exclusive purchase option (the “Option”) to purchase Liaoning Kangbaier’s all or partial equity interests and/or assets at the lowest purchase price permitted by PRC laws and regulations. The option is exercisable at any time at Baijiakang Consulting’s discretion in full or in part, to the extent permitted by PRC law. The shareholders of Liaoning Kangbaier agreed to give Liaoning Kangbaier the total amount of the exercise price as a gift, or in other methods upon Baijiakang Consulting’s written consent to transfer the exercise price to Liaoning Kangbaier. The Equity Disposal Agreement is valid for a term of 10 years or longer upon the request of Baijiakang Consulting.

Equity Pledge Agreement. Pursuant to the terms of the Equity Pledge Agreement dated November 27, 2022, among Baijiakang Consulting and the shareholders of Liaoning Kangbaier (the “Pledge Agreement”), the shareholders of Liaoning Kangbaier pledged all of their equity interests in Liaoning Kangbaier to Baijiakang Consulting, including the proceeds thereof, to guarantee Liaoning Kangbaier’s performance of its obligations under the Business Operation Agreement, the Consulting Service Agreement and the Equity Disposal Agreement (each, an “Agreement”, collectively, the “Agreements”). If Liaoning Kangbaier or its shareholders breach its respective contractual obligations under any Agreements, or cause to occur one of the events regards as an event of default under any Agreements, Baijiakang Consulting, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interest in Liaoning Kangbaier. During the term of the Pledge Agreement, the pledged equity interests cannot be transferred without Baijiakang Consulting’s prior written consent. The Pledge Agreement is valid until all the obligations due under the Agreements have been fulfilled.

The foregoing summaries of the VIE Agreements do not purport to be complete and are subject to, and qualified in their entirety by, the respective VIE Agreement, which are filed as Exhibits 10.2 through 10.6 to the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on January 11, 2023.

See “~~Condensed Consolidating Schedule,” below and “~~Item 1. Financial Statements ~~and Supplementary Data - Consolidated Financial Statements and Footnotes”~~.”

CURRENT BUSINESS OPERATIONS

Our Products and Markets

We, through our China-based VIE, Liaoning Kangbaier and its subsidiaries, produce, market, and sell natural β -carotene-based health products. Natural β -carotene is a safe source of vitamin A and has high nutritional and medicinal value. A substantial amount of scientific research data, obtained through clinical trials at home and abroad have verified that natural β -carotene plays a significant role in supplementing vitamin A, acts as an antioxidant, maintains cell vitality, assists in cancer prevention, vision protection, blood glucose regulation, body immunity improvement, intestinal microecological protection, cardiovascular and cerebrovascular disease prevention, may delay the effects of aging, and provides other physical benefits.

Natural β -carotene is widely used in the health food, health products, dietary supplements, cosmetics and feed industries, and the global market application scale is steadily growing. According to Technavio data, the global β -carotene market size reached $370 million in 2015 and reached $460 million in 2020, with a compound annual growth rate of 4.5%. The market size is expected to reach $650 million by 2026.

We have developed a natural β -carotene series of health products, including natural β -carrot juice, natural β -carrot powder, and natural β -carotene noodles. In the future, we plan to develop a variety of other forms of carotene products, such as carotene milk, carotene biscuits, carotene jelly, carotene enzyme, and others, so that carotene products will become a staple of the Chinese diet.

As of ~~December~~March 31, ~~2023~~2024, we owned 25,000 mu of ~~carrot~~ carrot planting base, with an annual output of 125,000 tons of carrots. For the ~~quarters~~nine month ended ~~December~~March 31, ~~2023~~2024 and ~~December~~March 31, ~~2022~~2023, our gross revenue is $~~868~~1,~~445~~324,622 and $~~286~~340,~~273~~920, respectively. The market repeat purchase rate is 80%. According to the consumer satisfaction ~~survey~~ survey in recent years, the satisfaction index of carotene series products is relatively high. According to consumer feedback, the product is is excellent in improving vision, digestion, and immunity and in reducing the pain of chemoradiotherapy. Our products are mainly sold in in the form of ~~solid~~solids and liquid drinks.

Our β -Carotene Products

The following are some of our products:

Our main products are β-carotene series products. In order to introduce our products to the public quickly and widely, we have developed and designed various forms of products, such as liquid, powder, and pasta, taking into account the convenience of product transportation, appearance, and portability and catering to the different preferences of consumers. The amount of carotene in these different forms of products is slightly different. Our Natural Beta carotene drink contains 4mg of beta carotene per 100ml; the powdered beta-carotene content was ≥24.5mg per 100g.

While we strictly control the quality of our products, we will also continue to enrich the product categories. We will target the mass consumer market, covering different groups such as infants, young and middle-aged, and the elderly. In the next step, through the establishment of cooperation with China Polypeptide Industry Group, based on the cooperation of clear protein polypeptide powder, we are committed to the development of peptide products and other new products with carrot-based raw materials. In the future, through international product certification, we intend to enter the global market.

The Baijiakang Healthy Lifestyle Supermarket Concept

The Baijiakang Healthy Lifestyle Supermarket, offered as a franchise, is intended to serve the middle-aged and elderly residents in the community by providing a comprehensive platform for one-stop shopping, physiotherapy, integrated health evaluation and consultation, health therapy, health education, and related health services. The goal is to meet the basic needs of the residents for a healthy life including natural β -carotene series products. Each store is equipped with professional health testing instruments, so that customers can participate in health evaluations and consultations. A personal profile is created for each member, recording their personal health data in detail, which, together with an analysis of the results by health testing instruments, can provide health-related disease prevention recommendations and suggest health-related products.

BaiJiaKang APP (www.baijiakang.wx.chinakbegf.com), provides technical support for offline stores and enables customers to register free as “members” through the mobile link, purchase goods, and enjoy other benefits. The mobile link also connects supply chains, distributors, franchisees, allied merchants, and other users with sales volume, customers, distributors, revenue, channels, and valuable customers, Win&win, a sense of community, and an inter-connected system.

We will provide pre-sales and after-sales tracking, maintenance, feedback, and emergency response services for store members. A consumer satisfaction evaluation system is employed to continuously improve our customers’ shopping experience, strengthen customer retention and increase customers’ repurchase rate.

2928

RESULTS OF OPERATIONS

~~Six~~Nine months ended ~~December~~March 31, ~~2023~~2024 compared to ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023

The following table sets forth key components of our results of operations during the ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023, both in dollars and as a percentage of our revenue.

	Six Months ended December 31,
	Nine Months ended March 31,
	2023						2022
	2024						2023
	Amount			of Revenue			Amount			of Revenue
Revenues	$	~~868~~1,~~445~~324,622			100.00	%		~~286~~340,~~273~~920			100.00	%
Cost of revenues		(~~399~~539,~~191~~689	)		(4540.9774	)%		(~~232~~272,~~648~~641	)		(8179.2797	)%
Gross profit		~~469~~784,~~254~~933			5459.0326	%		5368,~~625~~279			1820.7303	%
Operating expenses
Selling expenses		(1219,~~684~~351	)		(1.46	)%		(110,~~231~~614	)		(03.4311	)%
General and administrative expenses		(~~116~~206,~~820~~979	)		(1315.4563	)%		(~~307~~412,~~162~~247	)		(~~107~~120.3092	)%
Income (loss) from operations		~~339~~558,~~750~~603			3942.1217	%		(~~254~~354,~~768~~582	)		(89104.00	)%
Other Income (expense)
Other incomes		3941,~~242~~728			43.5215	%		2425,~~950~~952			87.7261	%
Other expenses		(1,~~755~~759	)		(0.2013	)%		(4,~~896~~898	)		(1.7144	)%
Net income (loss) before taxes		~~377~~598,~~237~~572			4345.4419	%		(~~234~~333,~~714~~528	)		(8197.9983	)%
Income tax expenses		-			-			-			-
NET INCOME (LOSS)	$	377,237			43.44	%		(234,714	)		(81.99	)%
Net income (loss)		598,572			45.19	%		(333,528	)		(97.83	)%

Revenues. Our revenues were $~~868~~1,~~445~~ 324,622 for the ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024, representing an increase of $~~582~~983,~~172~~702 or ~~203~~288.54% from $~~286~~340,~~273~~920 for the ~~six~~nine months ended ~~December~~ March 31, ~~2022~~2023. There are two revenue streams within the Company’s operations: (1) normal product sales of carotene which ~~constitutes~~ constitutes the majority of the revenues, and (2) franchise ~~fee~~fees, recognized averagely over the contract period. The increase in revenues between the nine months ended March 31, 2023 and the nine months ended March 31, 2024 was mainly due to ~~product volumes~~expansion ~~and~~of ~~types~~sales ~~increased~~channels ~~rapidly~~and retail asstores ~~the~~that ~~recovering~~sell of the ~~economic~~Company’s ~~market~~products. ~~after~~Consequently, the ~~release~~sales ~~from~~volumes ~~COVID-19~~increased rapidly during the ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024, compared to the corresponding period in the prior year. ~~Moreover~~In addition, the Company started recognizing franchise ~~fee~~fees ~~for~~ during the ~~three~~nine months ended ~~December~~March 31, ~~2023~~2024.

The following table summarizes our revenues by revenue ~~streams~~stream for the ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023:

	Six Months ended December 31,
	Nine Months ended March 31,
	2023		2022
	2024		2023
	Sales	~~Sales~~	Sales	~~Sales~~
Normal product sales	$	~~831~~1,~~586~~268,062	$	~~286~~340,~~273~~920
Others		36,859		-
Franchise fees		56,560		-
Total revenues	$	~~868~~1,~~445~~324,622	$	~~286~~340,~~273~~920

Cost of revenues. Our cost of revenues was $~~399~~539,~~191~~689 for the ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024 compared to $~~232~~272,~~648~~641 for the same period last year. Cost of ~~revenue~~ revenues refers to the ~~cost~~costs of material and labor ~~cost~~, direct material, and overhead costs. The increase was in line with the increase in revenue.

Gross profit and gross margin. Our gross profit was $~~469~~784,~~254~~933 for the ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024, compared with a gross profit of $5368,~~625~~ 279 for the same period last year. The gross margin increased from 1820.7303% during ~~2022~~2023 to 5459.0326% during ~~2023~~2024. The increase was in line with the business rise.

Selling expenses. As shown below, our selling expenses consist primarily of compensation and benefits to our sales department and other expenses incurred in connection with general operations. Our selling expenses increased by $8,737 to $19,351 for the nine months ended March 31, 2024, from $10,614 for the same period in 2023. The increase was primarily due to a $5,745 increase in advertising fees for the nine months ended March 31, 2024, which is in line with the rise in revenues.

	March 31, 2024					March 31, 2023					Fluctuation
	Amount		Proportion			Amount		Proportion			Amount		Proportion
Advertising fee		14,191		73.33	%		8,446		79.57	%		5,745		68.02	%
Others		5,160		26.67	%		2,168		20.43	%		2,992		138.01	%
Total selling expenses	$	19,351		100.00	%	$	10,614		100.00	%	$	8,737		82.32	%

General and administrative expenses. As shown below, our general and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional fees and other expenses incurred in connection with general operations. Our general and administrative expenses decreased by $205,268 to $206,979 for the nine months ended March 31, 2024, from $412,247 for the same period in 2023. The decrease was mainly due to a $127,561 reduction in professional fees, as the Company engaged many third party consultants for its listing activities during the nine months ended March 31, 2023 that were not needed during the nine months ended March 31, 2024, and a $54,552 reduction in salary and social insurance, resulting from a reduction in staff by 11 employees.

	March 31, 2024					March 31, 2023					Fluctuation
	Amount		Proportion			Amount		Proportion			Amount			Proportion
Salary and social insurance	$	106,772		51.58	%	$	161,324		39.13	%	$	(54,552	)		(33.82	)%
Business entertainment		2,811		1.36	%		21,793		5.29	%		(18,982	)		(87.10	)%
Depreciation		6,793		3.28	%		14,272		3.46	%		(7,479	)		(52.40	)%
Office expenses		24,549		11.86	%		15,464		3.75	%		9,085			58.75	%
Professional fee		53,961		26.07	%		181,522		44.03	%		(127,561	)		(70.27	)%
Travel fee		2,580		1.25	%		7,293		1.77	%		(4,713	)		(64.62	)%
Other		9,513		4.60	%		10,579		2.57	%		(1,066	)		(10.08	)%
Total general and administrative expenses	$	206,979		100.00	%	$	412,247		100.00	%	$	(205,268	)		(49.79	)%

Income tax expense. Our income tax expense was nil for the nine months ended March 31, 2024 and 2023.

Net income or loss. As a result of the cumulative effect of the factors described above, our net income was $598,572 for the nine months ended March 31, 2024 compared to a net loss of $333,528 for the nine months ended March 31, 2023.

Three months ended March 31, 2024 compared to three months ended March 31, 2023

The following table summarizes our revenues by revenue streams for the three months ended March 31, 2024 and 2023:

	Three Months ended March 31,
	2024						2023
	Amount			of Revenue			Amount			of Revenue
Revenues		456,177			100.00	%		54,647			100.00	%
Cost of revenues		(140,498	)		(30.80	)%		(39,994	)		(73.19	)%
Gross profit		315,679			69.20	%		14,653			26.81	%
Operating expenses
Selling expenses		(6,667	)		(1.46	)%		(9,383	)		(17.16	)%
General and administrative expenses		(90,159	)		(19.76	)%		(105,084	)		(192.30	)%
Income (loss) from operations		218,853			47.98	%		(99,814	)		(182.65	)%

Other Income (expense)
Other incomes		2,486			0.54	%		1,001			1.83	%
Other expenses		(4	)		(0.001	)%		-			-
Net income (loss) before taxes		221,335			48.52	%		(98,813	)		(180.82	)%
Income tax expenses		-			-			-			-
Net income (loss)		221,335			48.52	%		(98,813	)		(180.82	)%

Revenues. Our revenues were $456,177 for the three months ended March 31, 2024 representing an increase of $401,530 or 734.77% from $54,647 for the three months ended March 31, 2023. There are two revenue streams within the Company’s operations: (1) normal product sales of carotene which constitutes the majority of the revenues, and (2) franchise fees, recognized averagely over the contract period. The increase in revenues for the three months ended March 31, 2024 was mainly due to expansion of sales channels and an increase in the number of retail stores that sell the Company’s products. Consequently, the sales volumes increased rapidly during the three months ended March 31, 2024, compared to the corresponding period in the prior year. In addition, the Company recognized franchise fees for the three months ended March 31, 2024, but not for the three months ended March 31, 2023.

~~Selling~~The ~~expenses.~~following Astable ~~shown~~summarizes ~~below,~~ our ~~selling~~revenues ~~expenses consist primarily of compensation and benefits to our selling department and other expenses incurred in connection with general operations. Our selling expenses increased~~ by ~~$11,453~~revenue tostream ~~$12,684~~ for the ~~six months ended December 31, 2023 from $1,231 for~~ ~~the~~three ~~same period 2022. The increase was primarily due to the advertising fee increased by $7,292 for the six~~ months ended ~~December~~March 31, ~~2023,~~ as2024 inand ~~line with the rise of revenue.~~2023:

	December 31, 2023					December 31, 2022					Fluctuation
	Three Months ended March 31,
	Amount		Proportion			Amount		Proportion			Amount		Proportion
	2024		2023
Advertising fee	$	7,601		59.93	%	$	309		25.10		$	7,292		2,359.87	%
	Sales		Sales
Others		5,083		40.07	%		922		74.90	%		4,161		451.30	%
Normal product sales	$	436,476	$	54,647
Total selling expenses	$	12,684		100.00	%	$	1,231		100.00	%	$	11,453		930.38	%
Franchise fees		19,701		-
Total revenues	$	456,177	$	54,647

~~General~~Cost ~~and administrative expenses. As shown below, our general and administrative expenses consist primarily~~ of ~~compensation and benefits to our general management, finance and administrative staff, professional fees and other expenses incurred in connection with general operations~~revenues. Our ~~general and administrative~~ ~~expenses~~cost ~~decreased~~of byrevenues ~~$190,342~~was to $~~116~~140,~~820~~498 for the ~~six~~three months ended ~~December~~March 31, ~~2023~~2024 ~~from~~compared to $~~307~~39,~~162~~994 for the same period inlast ~~2022~~year. ~~The~~Cost ~~decrease~~of ~~was~~revenues ~~mainly~~refers ~~due~~ to the ~~decline~~costs of ~~$140,628~~material onand ~~professional fee~~labor, asdirect ~~the~~material ~~Company~~and ~~engaged~~overhead ~~with~~costs. ~~many~~The ~~third~~increase ~~party~~was ~~consultants~~in ~~for~~line ~~listing~~with ~~activities during~~ the ~~six~~increase in ~~months last year, and decline of $47,349 on salary and social insurance, resulting from cut down 11 headcount~~revenues.

	December 31, 2023					December 31, 2022					Fluctuation
	Amount		Proportion			Amount		Proportion			Amount			Proportion
Salary and social insurance	$	72,820		62.34	%	$	120,169		39.12	%	$	(47,349	)		(39.40	)%
Business entertainment		1,928		1.65	%		6,448		2.10	%		(4,520	)		(70.10	)%
Depreciation and amortization		5,175		4.43	%		9,455		3.08	%		(4,280	)		(45.27	)%
Office expenses		18,615		15.93	%		10,989		3.58	%		7,626			69.40	%
Professional fee		7,445		6.37	%		148,073		48.20	%		(140,628	)		(94.97	%
Travel fee		1,969		1.69	%		2,999		0.98	%		(1,030	)		(34.34	)%
Other		8,868		7.59	%		9,029		2.94	%		(161	)		(1.78	%
Total general and administrative expenses	$	116,820		100.00	%	$	307,162		100.00	%	$	(190,342	)		(61.97	)%

Gross profit and gross margin. Our gross profit was $ 315,679 for the three months ended March 31, 2024 compared with a gross profit of $14,653 for the same period last year. The gross profit margin increased from 26.81% during 2023 to 69.20% during 2024. The increase was in line with the business rise.

~~Income~~Selling ~~tax~~expenses. As ~~expense~~shown below, our selling expenses consist primarily of compensation and benefits to our sales department and other expenses incurred in connection with general operations. Our ~~income~~selling ~~tax expense~~expenses ~~was~~decreased ~~nil~~by $2,716 to $6,667 for the ~~six~~three months ended ~~December~~March 31, 2024 from $9,383 for the same period in 2023, ~~and~~resulting ~~2022~~from fewer promotional activities during 2024.

Net income (loss). As a result of the cumulative effect of the factors described above, our net income was $377,237for the six months ended December 31, 2023 and a net loss $234,714 for the six months ended December 31, 2022.

	March 31, 2024					March 31, 2023					Fluctuation
	Amount		Proportion			Amount		Proportion			Amount			Proportion
Advertising fee		6,590		98.85	%		8,137		86.72	%		(1,547	)		(19.01	)%
Others		77		1.15	%		1,246		13.28	%		(1,169	)		(93.82	)%
Total selling expenses	$	6,667		100.00	%	$	9,383		100.00	%	$	(2,716	)		(28.95	)%

General and administrative expenses. As shown below, our general and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional fees and other expenses incurred in connection with general operations. Our general and administrative expenses decreased by $14,925 to $90,159 for the three months ended March 31, 2024 from $105,084 for the same period in 2023. The decrease was mainly due to the $14,461reduction in business entertainment that was attributable to having fewer employees during 2024.

	March 31, 2024					March 31, 2023					Fluctuation
	Amount		Proportion			Amount		Proportion			Amount			Proportion
Salary and social insurance	$	33,952		37.66	%	$	41,155		39.16	%	$	(7,203	)		(17.50	)%
Business entertainment		883		0.98	%		15,344		14.60	%		(14,461	)		(94.25	)%
Depreciation		1,618		1.79	%		4,817		4.58	%		(3,199	)		(66.41	)%
Office expenses		5,934		6.58	%		4,475		4.26	%		1,459			32.60	%
Professional fee		46,516		51.59	%		33,449		31.83	%		13,067			39.07	%
Travel fee		611		0.68	%		4,294		4.09	%		(3,683	)		(85.77	)%
Other		645		0.72	%		1,550		1.48	%		(905	)		(58.39	)%
Total general and administrative expenses	$	90,159		100.00	%	$	105,084		100.00	%	$	(14,925	)		(14.20	)%

Income tax expense. Our income tax expense was nil for the three months ended March 31, 2024 and 2023.

Net income (loss). As a result of the cumulative effect of the factors described above, our net income was $221,335 for the three months ended March 31, 2024 compared to a net loss of $98,813 for the three months ended March 31, 2023.

Three months ended December 31, 2023 compared to three months ended December 31, 2022

The following table summarizes our revenues by revenue streams for the three months ended December 31, 2023 and 2022:

	Three Months ended December 31,
	2023						2022
	Amount			of Revenue			Amount			of Revenue
Revenues	$	519,817			100.00	%		218,238			100.00	%
Cost of revenues		(206,371	)		(39.70	)%		(168,515	)		(77.22	)%
Gross profit		313,446			60.30	%		49,723			22.78	%
Operating expenses
Selling expenses		(2,777	)		(0.53	)%		(290	)		(0.13	)%
General and administrative expenses		(60,253	)		(11.60	)%		(232,033	)		(106.32	)%
Income (loss) from operations		250,416			48.17	%		(182,600	)		(83.67	)%
Other Income (expense)
Other incomes		2,279			0.44	%		16,802			7.70	%
Other expenses		(2	)		-			(4,896	)		(2.24	)%
Net income (loss) before taxes		252,693			48.61	%		(170,694	)		(78.21	)%
Income tax expenses		-			-			-
NET INCOME (LOSS)	$	252,693			48.61	%		(170,694	)		(78.21	)%

Revenues. Our revenues were $519,817 for the three months ended December 31, 2023 representing an increase of $301,579 or 138% from $218,238 for the three months ended December 31, 2022. There are two revenue streams within the Company’s operations: (1) normal product sales of carotene which constitutes the majority of the revenues, and (2) franchise fee, recognized averagely over the contract period. The increase was mainly due to product volumes and types increased rapidly as the recovering of the economic market after the release from COVID-19 during the three months ended December 31, 2023. Moreover, the Company started recognizing franchise fee for the three months ended December 31, 2023 as well.

The following table summarizes our revenues by revenue streams for the three months ended December 31, 2023 and 2022:

	Three months ended December 31,
	2023		2022
	Sales		Sales
Normal product sales	$	491,010	$	218,238
Franchise fees		28,807		-
Total revenues	$	519,817	$	218,238

Cost of revenues. Our cost of revenues was $206,371 for the three months ended December 31, 2023 compared to $168,515 for the same period last year. Cost of revenue refers to the cost of material and labor cost, direct material and overhead costs. The increase was in line with the revenue.

Gross profit and gross margin. Our gross profit was $313,446 for the three months ended December 31, 2023 compared with a gross profit of $49,723 for the same period last year. The gross profit margin increased from 22.78% during 2022 to 60.30% during 2023. The increase was in line with the business rise.

Selling expenses. As shown below, our selling expenses consist primarily of compensation and benefits to our sales department and other expenses incurred in connection with general operations. Our selling expenses increased by $2,487 to $2,777 for the three months ended December 31, 2023 from $290 for the same period in 2022. The increase was primarily due to the advertising fee increased by $1,746 for the three months ended December 31, 2023, as in line with the rise of revenue.

	December 31, 2023					December 31, 2022					Fluctuation
	Amount		Proportion			Amount		Proportion			Amount		Proportion
Advertising fee	$	2,036		73.32	%		290		100.00	%	$	1,746		602.14	%
Others		741		26.68	%		-		-			741		-
Total selling expenses	$	2,777		100.00	%		290		100.00	%	$	2,487		857.68	%

General and administrative expenses. As shown below, our general and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional fees and other expenses incurred in connection with general operations. Our general and administrative expenses decreased by $171,780 to $60,253 for the three months ended December 31, 2023 from $232,033 for the same period in 2022. The decrease was mainly due to the decline of $135,500 on professional fee, as the Company engaged with many third party consultants for listing activities during the three months last year, and decline of $32,307 on salary and social insurance, resulting from cut down 10 headcount.

	December 31, 2023					December 31, 2022					Fluctuation
	Amount		Proportion			Amount		Proportion			Amount			Proportion
Salary and Social Insurance	$	44,688		74.17	%		76,995		33.18	%	$	(32,307	)		(41.96	)%
Business entertainment		777		1.29	%		4,062		1.75	%		(3,285	)		(80.87	)%
Depreciation and amortization		1,617		2.68	%		4,623		1.99	%		(3,006	)		(65.02	)%
Office expenses		6,473		10.74	%		1,438		0.62	%		5,035			350.25	%
Professional fee		951		1.58	%		136,451		58.81	%		(135,500	)		(99.30	)%
Travel fee		609		1.01	%		1,453		0.63	%		(844	)		(58.07	)%
Other		5,138		8.53	%		7,011		3.02	%		(1,873	)		(26.72	)%
Total general and administrative expenses	$	60,253		100.00	%		232,033		100.00	%	$	(171,780	)		(74.03	)%

Income tax expense. Our income tax expense was nil for the three months ended December 31, 2023 and 2022, respectively.

Net income (loss). As a result of the cumulative effect of the factors described above, our net income was $252,693 for the three months ended December 31, 2023 compared to net income/ a net loss of $170,694 for the three months ended December 31, 2022.

Liquidity and Capital Resources

The Company’s primary need for liquidity stems from its need to fund working capital requirements of ~~the~~its ~~Company’s~~ businesses, its capital expenditures, and its general operations, ~~including~~ including debt repayment. The Company has historically financed its operations through short-term and long-term commercial bank loans from Chinese banks, ~~as well as~~ its ongoing operating activities, byand ~~using funds from~~ loans from directors, ~~and~~ shareholders, and other third ~~party~~ parties. The Company routinely monitors current and expected operational requirements and financial market conditions to evaluate the use of available financing sources. Considering the existing working capital position and the ability to access debt funding sources, management believes that the Company’s operations and borrowing resources are sufficient to provide for its current and foreseeable capital requirements to support its ongoing operations for the next twelve months.

The following table sets forth a summary of the Company’s cash flows for the periods indicated:

	For the Six Months Ended
	For the Nine Months Ended
	December 31,
	March 31,
	2023			2022
	2024			2023
Net cash provided by (used in) operating activities	$	59415,~~053~~109		$	(10,~~201~~351,~~408~~077	)
Net cash provided by (used in) investing activities		711,~~777~~585			(1,~~170~~171	)
Net cash (used in) provided by financing activities	$	(~~233~~648,~~322~~487	)	$	10,~~210~~097,~~570~~755

Operating Activities

Net cash provided by operating activities was $59415,~~053~~109 for the ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024, as compared to ~~net cash used in operating activities was~~ $10,~~201~~351,~~408~~077 ~~for the six months ended December 31, 2022. The~~ net cash ~~provided~~used byin operating activities for the ~~six~~nine months ended ~~December~~March 31, 2023 ~~was mainly due to our net income of $377,237, an increase in accounts receivable of $165,300 and an increase in other receivables of$278,096~~. The net cash provided by operating activities for the six months ended December 31, 2022 was mainly due to our net loss of $ 234,714, a decrease in advance from customers of $ 6,362,606 , a decrease in other payables of $3,800,399.

The net cash provided by operating activities for the nine months ended March 31, 2024 was mainly due to our net income of $598,572, an increase in advances from customers of $79,289, and a decrease in inventory of $135,344, partially offset by an increase in other receivables of $ 275,259. The net cash used in operating activities for the nine months ended March 31, 2023 was mainly due to our net loss of $ 333,528, a decrease in advances from customers of $6,387,705, and a decrease in other payables of $4,024,516, partially offset by a decrease in other receivables of $855,363.

Investing Activities

Net cash provided by investing activities was $711,~~777~~585 for the ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024, as compared to $1,~~170~~171 net cash used in investing activities for the nine ~~six~~ months ended ~~December~~ March 31, ~~2022~~2023. The net cash provided by investing activities was mainly attributable to disposal of property and equipment for the ~~six~~ nine months ended ~~December~~March 31, ~~2023. The~~2024, and the net cash used in investing activities was mainly attributable to purchase of property ~~and~~ and equipment for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023.

Financing Activities

Net cash used in financing activities was $~~233~~648,~~322~~ 487 for the ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024, as compared to $10,~~210~~097,~~570~~755 net cash provided by financing activities for the ~~six~~nine months ended ~~December~~ March 31, ~~2022~~2023. The net cash used in financing activities was mainly attributable to ~~repayment~~repayments of amounts owed to related parties ~~for~~during the ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024. The net cash provided by financing activities was mainly attributable to advances from related parties and repayments from related parties for the ~~six~~ nine months ended ~~December~~March 31, ~~2022~~2023.

Contractual Obligations

The Company had no short-term and long-term bank loans as of ~~December~~March 31, ~~2023~~2024 and ~~June~~March 3031, 2023.

Off-Balance Sheet Transactions

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies

We regularly evaluate the accounting policies and estimates that we use to make budgetary and financial statement assumptions. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

See Note 2 to the financial statements included herewith.

Recent Accounting Pronouncements

See Note 2 to the financial statements included herewith.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~December~~March 31, ~~2023~~2024. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Controls over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

3533

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.

ITEM 1A. RISK FACTORS

Not Applicable

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITES

None

ITEM 4. MINE SAFETY DISCLOSURES.

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

The following exhibits are included as part of this report:

31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended*
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 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).*

*	Filed herewith

3634

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 in the City of Beijing, China on ~~February~~May 20, 2024.

	CAMBELL INTERNATIONAL HOLDING CORP., formerly known as BITMIS CORP.
February 20, 2024	By:	/s/ Sun Xiuzhi
May 20, 2024	By:	/s/ Sun Xiuzhi
Date		Sun Xiuzhi, Chief Executive Officer
		(Principal Executive Officer)
February 20, 2024	By:	/s/ Sun Xiuzhi
May 20, 2024	By:	/s/ Sun Xiuzhi
Date		Sun Xiuzhi, Chief Financial Officer
		(Principal Financial and Accounting Officer)

3735

Filing Compare · CAMBELL INTERNATIONAL HOLDING CORP.