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~~September 3130, 2020

☐ 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: 333-153575

Xiamen Lutong International Travel Agency Co. Ltd.

(Exact name of registrant as specified in its charter)

Nevada		26-150752
(State or other jurisdiction		(IRS Employer ~~Identification No.)~~
of incorporation or organization)		Identification No.)
20F, Longhai Fortune Center 42 Ziwei Road, Shima Town Zhangzhou, Fujian, People’s Republic of China		363199
(Address of principal executive offices)		(Zip Code)

+86 596-6565220

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

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

As of ~~May~~November 1413, 2020, there were 58,167,600 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements		3ii
PART I – FINANCIAL INFORMATION		41
Item 1.	Financial Statements	41
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	149
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1511
Item 4.	Controls and Procedures	1611
PART II – OTHER INFORMATION		1712
Item 1.	Legal Proceedings	1712
Item 1A.	Risk Factors	1712
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1712
Item 3.	Defaults Upon Senior Securities	1712
Item 4.	Mine Safety Disclosures	1712
Item 5.	Other Information	1712
Item 6.	Exhibits	1712
SIGNATURES		1713

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report, including, without limitation, statements under the heading "“Management'’s Discussion and Analysis of Financial Condition and Results of Operations," ” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (“Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words "“believes,"” "“estimates,~~" "~~” “anticipates,"” "“expects,"” "“intends,~~" "~~” “plans,"” "“may,"” "“will,~~" "~~” “potential,"” "“projects,"” "“predicts,"” "“continues," ” or "“should,"” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management'’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:

·● our ability to establish our business in China and implement our business plan;

·● acceptance of the services that we expect to market;

·● our ability to retain key employees;

·● adverse changes in general market conditions for travel services in China, including as a result of the novel coronavirus epidemic in China or any recurrences of such epidemic;

·● our ability to continue as a going concern; and

·● our ability to adapt to changes in foreign, cultural, political and financial market conditions which could impair our future operations and financial performance.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading "“Risk Factors" ” in our periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described in our periodic reports are not exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.

3ii

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Xiamen Lutong International Travel Agency Co. Ltd. Condensed Balance Sheets
	March 31,			June 30,
		2020 (Unaudited)			2019 (Audited)
ASSETS
Current Assets:
Cash	$	—		$	—
Total Current Assets		—			—
Total Assets	$	—		$	—
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable and accrued expenses	$	136,120		$	123,443
Note payable to related party		256,132			256,132
Due to related party		—			—
Total Liabilities		392,252			379,575
Stockholders’ Deficit:
Preferred stock, $0.001 par value; 20,000,000 shares authorized;
no shares outstanding and outstanding		—			—
Common stock, $0.001 par value; 150,000,000 shares authorized;
58,167,600 and 58,167,600 shares issued and outstanding, respectively		58,168			58,168
Additional paid-in capital		8,736,918			8,706,438
Accumulated deficit		(9,187,338	)		(9,144,181	)
Total Stockholders’ Deficit		(392,252	)		(379,575	)
Total Liabilities and Stockholders’ Deficit	$	—		$	—

Xiamen Lutong International Travel Agency Co. Ltd.

Condensed Balance Sheets

	September 30,			June 30,
	2020 (Unaudited)			2020 (Audited)
ASSETS
Current Assets:
Cash	$	-		$	-
Total Current Assets		-			-

Total Assets	$	-		$	-

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Accounts payable and accrued expenses	$	144,368		$	147,077
Note payable to related party		256,132			256,132

Total Liabilities		400,500			403,209

Stockholders’ Deficit:
Preferred stock, $0.001 par value; 20,000,000 shares authorized; no shares outstanding and outstanding		-			-
Common stock, $0.001 par value; 150,000,000 shares authorized; 58,167,600 and 58,167,600 shares issued and outstanding		58,168			58,168
Additional paid-in capital		8,765,716			8,749,016
Accumulated deficit		(9,225,084	)		(9,210,393	)
Total Stockholders’ Deficit		(400,500	)		(403,209	)

Total Liabilities and Stockholders’ Deficit	$	-		$	-

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

Xiamen Lutong International Travel Agency Co. Ltd. ~~Condensed Statement of Operations~~

	For the Three Months Ended								For the Nine Months Ended
	March 31,								March 31,
	2020				2019				2020			2019
	(Unaudited)				(Unaudited)				(Unaudited)			(Unaudited)
Revenue:
Income		$	—			$	—		$	—		$	—
Operating Expenses:
General & administrative expenses			6,500				7,050			23,948			21,998
Total operating expenses			6,500				7,050			23,948			21,998
Loss from operations			(6,500	)			(7,050	)		(23,948	)		(21,998	)
Other expense:
Interest expense			(6,403	)			(6,403	)		(19,209	)		(19,209	)
Total other expense			(6,403	)			(6,403	)		(19,209	)		(19,209	)
Loss before income taxes			(12,903	)			(13,453	)		(43,157	)		(41,207	)
Provision for income taxes			—				—			—			—
Net loss		$	(12,903	)		$	(13,453	)		(43,157	)		(41,207	)
Basic & diluted net loss per share			*				*			*			*
Weighted average number of ordinary shares-basic and diluted			58,167,600				58,167,600			58,167,600			58,167,600

Condensed Statement of Operations

	For The Three Months Ended September 30,
	2020			2019
	(Unaudited)			(Unaudited)
Revenues		-			-

Operating expenses:
General and administrative expenses		8,288			8,723
Total operating expenses		8,288			8,723

Loss from operations		(8,288	)		(8,723	)

Other expenses:
Interest expenses		6,403			6,403
Total other expenses		6,403			6,403

Loss before income taxes		(14,691	)		(15,126	)

Income taxes expense		-			-

Net loss		(14,691	)		(15,126	)

Basic & diluted net income per share		*			*

Weighted average number of ordinary shares-basic and diluted		58,167,600			58,167,600

* Less than $0.01

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

Xiamen Lutong International Travel Agency Co. Ltd. Condensed Statements of Cash Flows
	For The Nine Months Ended
	March 31,
	2020 (Unaudited)			2019 (Unaudited)
Cash flows from operating activities:
Net loss	$	(43,157	)	$	(41,207	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities:
Accounts payable		12,677			7,307
Net cash used in operating activities		(30,480	)		(33,900	)
Cash flows from investing activities:		—			—
Cash flows from financing activities:
Advances from related parties		—			—
Capital contributions from shareholder		30,480			33,900
Net cash provided by financing activities		30,480			33,900
Net decrease in cash		—			—
Cash, beginning of period		—			—
Cash, end of period	$	—		$	—
Supplemental cash flow information
Cash paid for interest expense, net of capitalized interest		—			—
Cash paid for income tax		—			—

Xiamen Lutong International Travel Agency Co. Ltd.

Condensed Statements of Cash Flows

	For The Three Months Ended
	September 30,
	2020 (Unaudited)			2019 (Unaudited)
Cash flows from operating activities:

Net loss	$	(14,691	)	$	(15,126	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities:
Accounts payable and accrued liabilities		(2,709	)		(1,354	)
Net cash used in operating activities		(17,400	)		(16,480	)

Cash flows from investing activities:		-			-

Cash flows from financing activities:
Capital contributions from shareholder		17,400			16,480

Net cash provided by financing activities		17,400			16,480

Net decrease in cash		-			-

Cash, beginning of period		-			-

Cash, end of period	$	-		$	-

Supplemental cash flow information
Cash paid for interest expense, net of capitalized interest		-			-
Cash paid for income tax		-			-

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

Xiamen Lutong International Travel Agency Co. Ltd.

Condensed Statements of Changes in Shareholders’ Equity

(US$, except share data and per share data, or otherwise noted)

For the ~~Nine~~Three Months ended ~~March~~September 3130, ~~2020~~2019

	Shares		Shares amount		Additional paid-in capital		Accumulated Deficit			Total equity
Balance as of July 1, 2019		58,167,600		58,168		8,706,438		(9,144,181	)		(379,575	)
Net loss								(4315,~~157~~126	)		(4315,~~157~~126	)
Contributions from shareholders		-		-		3016,480		-			3016,480
Balance as of March 31, 2020 (unaudited)		58,167,600		58,168		8,736,918		(9,187,338	)		(392,252	)
Balance as of September 30, 2019 (unaudited)		58,167,600		58,168		8,772,918		(9,159,307	)		(378,221	)

For the Three Months ended ~~March~~September 3130, 2020

	Shares		Shares amount		Additional paid-in capital		Accumulated Deficit			Total equity
Balance as of January 1, 2020 (unaudited)		58,167,600		58,168		8,729,418		(9,174,435	)		(386,849	)
Balance as of July 1, 2020		58,167,600		58,168		8,749,016		(9,210,393	)		(403,209	)
Net loss								(1214,~~903~~691	)		(1214,~~903~~691	)
Contributions from shareholders		-		-		717,~~500~~400		-			717,~~500~~400
Balance as of March 31, 2020 (unaudited)		58,167,600		58,168		8,736,918		(9,187,338	)		(392,252	)
Balance as of September 30, 2020 (unaudited)		58,167,600		58,168		8,766,416		(9,225,084	)		(400,500	)

~~For the Nine Months ended March 31, 2019~~4

	Shares		Shares amount		Additional paid-in capital		Accumulated Deficit			Total equity
Balance as of July 1, 2018		58,167,600		58,168		8,665,488		(9,078,092	)		(354,436	)
Net loss								(41,207	)		(41,207	)
Contributions from shareholders		-		-		33,900		-			33,900
Balance as of March 31, 2019 (unaudited)		58,167,600		58,168		8,699,388		(9,119,299	)		(361,743	)

Xiamen Lutong International Travel Agency Co. Ltd.
Notes to the Condensed Financial Statements
September 30, 2020

For the Three Months ended March 31, 2019

	Shares		Shares amount		Additional paid-in capital		Accumulated Deficit			Total equity
Balance as of January 1, 2019 (unaudited)		58,167,600		58,168		8,687,988		(9,105,846	)		(359,690	)
Net loss								(13,453	)		(13,453	)
Contributions from shareholders		-		-		11,400		-			11,400
Balance as of March 31, 2019 (unaudited)		58,167,600		58,168		8,699,388		(9,119,299	)		(361,743	)

Xiamen Lutong International Travel Agency Co. Ltd. Notes to the Condensed Financial Statements March 31, 2020

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Xiamen Lutong International Travel Agency Co., Ltd. (formerly Highlight Networks, Inc., the “Company”) was formed on June 21, 2007 as a Nevada corporation. The Company has a June 30 year-end. The Company has been a shell company since June 18, 2015 as disclosed on its Form 8-K filed on January 27, 2017. The Company currently does not have operations, revenue or any assets. For the period from June 18, 2015 to the date of this filing, the Company did not have any operating activities.

On January 29, 2018, pursuant to a Stock Purchase Agreement (the “SPA”), the Company’s majority shareholder, Jose R. Mayorquin sold 57,000,000 ~~shares~~ shares of common stock of the Company to a Chinese ~~entity~~company, Xiamen Lutong International Travel Agency Co., Ltd. (“China Xiamen Lutong”). China Xiamen Lutong subsequently transferred the 98% ownership of the Company to Longhai Yougoubao Network Technology Co. Ltd., a Chinese company (“Longhai”). China Xiamen Lutong and Longhai are companies commonly controlled by the Company’s sole director, Qiyi Zheng. After the transaction, Longhai held 98% of the voting interest of the Company, based on 58,167,600 shares ~~outstanding~~ outstanding as of the date hereof. The transaction has resulted in a change in control of the Company and Longhai became the majority ~~shareholder~~ shareholder and related party of the Company.

On March 8, 2018, the Company incorporated a wholly-owned subsidiary, Xiamen Lutong International Travel Agency Co., Ltd., in the State of Nevada (“Nevada Xiamen Lutong Sub”) for the sole purpose of changing the Company’s name to Xiamen Lutong International Travel Agency Co., Ltd. Pursuant to an agreement and plan of merger, dated March 29, 2018, between the Company and the Nevada Xiamen Lutiong Sub (“Plan of Merger”), the Nevada Xiamen Lutong Sub was merged with and into the Company and the Company’s name was changed to “Xiamen Lutong International Travel Agency Co., Ltd.” On April 12, 2018, the Company filed the Articles of Merger with the Secretary of State of Nevada. The market effective date for such name change was May 14, 2018.

The Company plans to offer packaged tours and other travel-related services in the People’s Republic of China, initially in Fujian province, with a focus on developing, promoting and executing organized tours through its travel service stores. The packaged tours offer the benefits of pre-arranged itineraries, transportations, accommodations, entertainments, meals and tour guide services and cover domestic as well as international destinations.

The Company plans to offer its travel products and services through its travel service stores as well as its website. The Company also plans to offer other travel-related services comprised mainly of sales of tourist attraction tickets, visa application services, financial services, hotel booking services, air ticketing services, train ticketing services, bus ticketing services, car rental services and insurance services. The Company will earn a commission or service fee on these services.

The Company has been evaluating the ~~optimal~~ optimal approaches to implement these plans, including through mergers and acquisitions of other travel agencies in China. The ~~Company~~ Company was assessing a number of potential merger targets in China during late 2019 and early 2020. This work has been suspended due to the COVID -19 pandemic outbreak as travel agencies throughout the world have been significantly impacted by this pandemic. The extent of the impact of COVID -19 pandemic on the Company’s ability to execute on its business plans and initiatives will depend upon the developments of the pandemic, including the duration and spread of ~~the~~ COVID -19 and lockdown restrictions imposed by the respective global governments and oversight bodies, and tourists’ confidence over local and oversea travels after the pandemic. All of these are factors are uncertain and cannot be easily estimated given the novelty of ~~the~~COVID-19 ~~coronavirus~~ and the ~~facts~~rapidly ~~and~~evolving ~~the~~nature of ~~world is still going through~~ the pandemic. Given the dynamic nature of pandemic ~~situation~~, the Company cannot reasonably estimate the ~~impacts~~impact ~~the~~of COVID -19 on the Company’s timeline to implement its business plan. Until the Company is able to implement its business plan, the Company will remain a shell company.

The Company’s principal executive offices are located at 20F, Longhai Fortune Center, 42 Ziwei Road, Shima Town, Zhangzhou City, Fujian Province, China.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending June 30, ~~2020~~2021. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended June 30, ~~2019~~2020.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and expenses during the reporting period. Actual results could differ from those estimates. The Company currently does not have significant estimates and assumptions.

Stock-Based Compensation

The Company will follow Accounting Standards Codification (“ASC”) 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company has adopted the provisions of Accounting Standards Codification (“ASC”) 260. The Company currently does not have significant estimates and assumptions.

~~Earnings (Loss) per Share~~Stock-Based Compensation

~~Net~~The Company ~~loss~~will ~~per~~follow ~~common~~ASC ~~share~~718-10, Stock isCompensation, ~~computed~~which ~~pursuant~~addresses the accounting for transactions in which an entity exchanges toits ~~ASC~~equity ~~260-10-45.~~instruments ~~Basic~~for ~~and~~goods ~~diluted~~or ~~net~~services, ~~income~~with ~~per~~a ~~common~~primary focus on transactions in which an entity obtains employee services in share-based ~~has~~payment ~~been~~transactions. ~~calculated~~ASC by718-10 ~~dividing~~requires measurement of the ~~net~~cost ~~income~~of employee services received in exchange for an award of equity instruments based on the ~~period~~grant-date by fair value of the ~~basic~~award ~~and~~(with ~~diluted~~limited ~~weighted~~exceptions). ~~average~~Incremental ~~number~~compensation costs arising from subsequent modifications of ~~common~~awards ~~shares~~after ~~outstanding.~~the ~~There~~grant ~~were~~date nomust ~~dilutive~~be ~~shares~~recognized. ~~outstanding~~The asCompany ofhas ~~March~~not adopted a stock ~~31,~~option ~~2020~~plan and ~~June~~has ~~30,~~not ~~2019~~granted any stock options.

Loss per Share

Net loss per common share is computed pursuant to ASC 260-10-45. Basic and diluted net income per common share has been calculated by dividing the net income for the period by the basic and diluted weighted average number of common shares outstanding. There were no dilutive shares outstanding as of September 30, 2020 and 2019.

Taxation

Current income taxes are provided on the basis of net profit for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.

Deferred income taxes are 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 comprehensive income in the period of the enactment of the change.

The 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 Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense.

There were no current and future income ~~tax~~ tax provision recorded for the three ~~and nine~~ months ended ~~March~~September 3130, 2020 and 2019 since the Company is a shell company and did not generate any revenues in ~~the~~these two fiscal periods.

Subsequent Events

The Company follows the guidance in ASC 855-10-50 for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to Accounting Standards Update (“ASU”) 2010-09 of the Financial Accounting Standards Board (“FASB”) ASC, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.

Recent Accounting Pronouncements

The Company has reviewed the following recent accounting pronouncements and concluded that they were either not applicable or had no impact to the Company’s financial statements:

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. GAAP and International Financial Reporting Standards (“IFRS”). ~~An entity has the option to apply~~ ~~the~~The transition provisions ofin ~~ASU~~ASC ~~2014-09~~Topic ~~either~~606 ~~retrospectively~~require tothat ~~each~~a ~~prior~~public ~~reporting~~business ~~period~~entity ~~presented~~and orcertain ~~retrospectively~~other ~~with~~specified ~~the~~entities ~~cumulative~~adopt ASC ~~effect~~Topic of606 ~~initially applying this standard recognized at the date of initial application. ASU 2014-09 is effective~~ for ~~fiscal~~annual ~~years and~~reporting ~~interim~~ periods ~~within those years~~ beginning after December 15, 2017, ~~and~~including ~~early~~interim ~~adoption~~reporting isperiods ~~permitted~~within ~~but~~that ~~not earlier than~~reporting ~~the original effective date of December 15, 2016~~period. ~~The~~All ~~most~~other ~~significant~~entities ~~aspect~~are ofrequired ~~our evaluation of Topic 606 relates~~ to ~~ASU~~adopt ~~No. 2016-08,~~ASC ~~Revenue from Contracts with Customers (~~Topic 606): ~~Principal~~for ~~versus~~annual ~~Agent~~reporting ~~Considerations~~periods ~~(Reporting~~beginning ~~Revenue~~after ~~Gross~~December ~~versus Net).~~15, ~~This implementation guidance discusses principal versus agent considerations~~ 2018, and ~~gross~~interim ~~versus net revenue~~ reporting, ~~including specific~~periods ~~indicators~~within toannual ~~assist~~reporting inperiods ~~the~~beginning ~~determination~~after ofDecember ~~whether~~15, ~~we control a specified good or service before it is transferred to the customer~~2019. The ~~new~~amendment ~~standard~~ is not applicable to the Company since the Company is ~~still~~ a shell company and does not generate revenue.

10In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which became effective January 1, 2020. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a group recognizes an allowance based on the estimate of expected credit loss. The adoption of the standard does not have an impact on the Company’s financial statements.

In November ~~August 2014~~2016, the FASB issued ASU ~~2014~~2016-1518, ~~Presentation~~ Statement of ~~Financial~~Cash ~~Statements—Going~~Flows ~~Concern~~(Topic 230) (~~Subtopic~~“ASU ~~205~~2016-4018”)~~—Disclosure~~. ofThis ~~Uncertainties~~ASU ~~about~~affects all anentities ~~Entity’s~~that ~~Ability to~~have ~~Continue~~restricted ascash or restricted cash equivalents and are required to present a ~~Going~~statement ~~Concern~~of cash flows under Topic 230. ASU ~~2014~~2016-1518 ~~provides~~requires ~~guidance~~that ~~regarding~~a ~~management’s~~statement ~~responsibility~~of tocash ~~(i) evaluate whether~~flows ~~there~~explain isthe ~~substantial~~change ~~doubt~~during ~~about~~the anperiod ~~organization’s~~in ~~ability~~the tototal ~~continue~~of ascash, acash equivalents, ~~going~~and ~~concern~~amounts ~~and~~generally ~~(ii) provide related~~described ~~footnote~~as ~~disclosures~~restricted cash or restricted cash equivalents. ~~ASU~~This ~~2014-15~~update isbecame effective for fiscal years beginning after December 15, 2018, and interim periods within ~~those~~fiscal years beginning after December 15, 2019, ~~2016.~~and Weearly ~~adopted~~adoption ~~ASU~~is ~~2014-15~~permitted asin ofany ~~January 1,~~interim ~~2017~~or annual period. The ~~adoption~~Company ofadopted ~~ASU~~the ~~2014-15~~guidance for its fiscal year beginning July 1, 2020 and the adoption does not have an impact on to the Company’s ~~financial~~statement ~~statements~~of cash flows as the Company does not have restricted cash or restricted cash equivalents.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance will impact the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified the need for a valuation allowance on deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The accounting for other financial instruments, such as loans, investments in debt securities, and financial liabilities not under the fair value option is largely unchanged. The standard is effective for public business entities for annual periods (and interim periods within those annual periods) beginning after December 15, 2017. We adopted this standard as of July 1, 2018. The adoption of the standard does not have an impact on the Company’s financial statements.7

In February 2016, FASB issued ASU No. 2016–02, “Leases (Topic 842)”, ASC 842, and subsequently amended the guidance relating largely to transition considerations under the standard in July 2018. The new guidance, which creates new accounting and reporting guidelines for leasing arrangements, requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for public business entities for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842) Codification Improvements, which further clarifies the determination of fair value of the underlying asset by lessors that are not manufacturers or dealers and modifies transition disclosure requirements for changes in accounting principles and other technical updates. The amendments in ASU 2019-01 amend Topic 842 and the effective date of those amendments is for fiscal years beginning December 15, 2019, and interim periods within those fiscal years for public business entities. For all other entities, ASC 842 is effective for annual periods beginning after December 15, 2020. The adoption of the standard does not have an impact on the Company’s financial statements.

Early adoption is permitted. The Company does not expect that the adoption of the standard to have an impact on the Company’s financial statements.

In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which will be effective January 1, 2020. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a Group recognizes an allowance based on the estimate of expected credit loss. The Company does not expect that the adoption of the standard to have an impact on the Company’s financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. We adopted this standard as of July 1, 2018. The adoption of the standard does not have an impact on the Company’s financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) (“ASU 2016-18”). This ASU affects all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This update will become effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, and early adoption is permitted in any interim or annual period. The adoption of the guidance does not have impact to the Company’s statement of cash flows as the Company does not have restricted cash or restricted cash equivalents.

In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EIFT Meeting and Rescission of Prior SEC Staff Announcement and Observer Comments. The transition provisions in ASC Topic 606 require that a public business entity and certain other specified entities adopt ASC Topic 606 for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. All other entities are required to adopt ASC Topic 606 for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The amendment is not applicable to the Company since the Company is still a shell company and does not generate revenue.

NOTE 3 - RELATED PARTY TRANSACTIONS AND NOTES PAYABLE

As of ~~March~~September 3130 and June 30, 2020, the Company had a total outstanding principal and accrued interest of $256,132 and $~~123~~136,~~555~~361, and $256,132 and $129,958, respectively, due to Longhai. The unsecured promissory note bears an interest of 10% per annum and is payable on demand. The accrued interests as of ~~March~~September ~~31,~~30 ~~2020~~ and June 30, ~~2019~~ 2020 were recorded and included in “Accounts Payable and Accrued Expenses” on the balance sheets.

During the ~~three and nine months ended March 31~~year, ~~2020,~~ the Company also received total capital contributions in the amount of $717,~~500~~400 ~~and $30,480, respectively,~~ from its principal shareholder, Longhai, for working capital uses.

NOTE 4 - GOING CONCERN

The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern,” which assumes that the Company will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.

Several conditions and events raise substantial doubt as to the Company’s ability to continue as a “going concern.” As of ~~March~~September 3130, 2020, the Company had an accumulated deficit of $9,~~187~~225,~~338,~~084 and a working capital deficit and did not have revenues. The Company requires additional financing in order to finance its business activities on an ongoing basis. The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in the pursuit of business opportunities. The Company is depending on financing from its principal shareholder to meet its minimal operating expenses. As the Company is a shell company, its operating expenses are limited. Management believes that the financing from its ~~principal~~ substantial shareholder and its continued efforts in pursing business combination will provide them with the opportunity to continue as a “going concern.”

These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern.” While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If the Company were unable to continue as a “going concern,” ~~then~~ then substantial adjustments would be necessary to the reported amounts of its liabilities, the reported expenses and the balance ~~sheet~~ sheet classifications used.

NOTE 5 – SHARE CAPITAL

There were no transactions of common stock, warrants and stock options during the three months ~~and nine months~~ ended ~~March~~September 3130, 2020 and 2019, respectively.

NOTE 6 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date when the financial statements were issued, and determined that no subsequent events occurred that would require adjustment to or disclosure in the financial statements.

138

~~Item~~ITEM 2. ~~Management~~MANAGEMENT’sS ~~Discussion~~DISCUSSION ~~and~~AND ~~Analysis~~ANALYSIS ofOF ~~Financial~~FINANCIAL ~~Condition~~CONDITION ~~and~~AND ~~Results~~RESULTS ofOF ~~Operations~~OPERATIONS

The following discussion and analysis of our results of operations and financial condition should be read together with our unaudited condensed financial statements and the notes thereto, which are included elsewhere in this report and our Annual Report on Form 10-K for the year ended June 30, ~~2019~~ 2020 (the “Annual Report”) filed with SEC. Our financial statements have been prepared in accordance with U.S. GAAP. In addition, our financial statements and the financial information included in this report reflect our organizational transactions and have been prepared as if our current corporate structure had been in place throughout the relevant periods.

Overview

We were incorporated under the name “Highlight Networks, Inc.” in the state of Nevada on June 21, 2007. Our original business plan was to engage in the business of planning, development and operation of both private and public access wireless broadband networks using WiFi (IEEE 802.11) and WiMAX (IEEE 802.16) wireless technologies. In 2013, we commenced a new business venture in recycling, refining, metals trading and assisting in metal recovery, with a focus on precious metals refining from electronic waste.

On June 5, 2015, we experienced a change of control as a result of the purchase of 98% of our issued and outstanding capital stock from Infanto Holding Corp. by Legacy International Holdings Group, LLC and Allied Crown Enterprises Limited. Our then operating subsidiary, EZ Recycling, Inc., was spun off and as a result we reverted to the shell company status.

On January 29, 2018, pursuant to a stock purchase agreement dated January 26, 2018, Xiamen Lutong International Travel Agency Co., Ltd. purchased 57,000,000 shares of our common stock from our then majority shareholder, Jose R. Mayorquin, representing 98% of the voting securities of our company. Following this change of control, we changed our name to Xiamen Lutong International Travel Agency Co., Ltd. and changed our business plan to engage in travel businesses in the People’s Republic of China (the “PRC”).

From June 2015 to date, we had no business operations, revenues or assets and have been a shell company as defined by Rule 405 of the Securities Act of 1933, as amended.

We plan to offer packaged tours and other travel-related services in the PRC, initially in Fujian province, with a focus on developing, promoting and executing organized tours through our travel service stores. The packaged tours offer the benefits of pre-arranged itineraries, transportations, accommodations, entertainments, meals and tour guide services and cover domestic as well as international destinations.

We plan to offer our travel products and services through our travel service stores as well as our website.

We also plan to offer other travel-related services comprised mainly of sales of tourist attraction tickets, visa application services, financial services, hotel booking services, air ticketing services, train ticketing services, bus ticketing services, car rental services and insurance services. We will earn a commission or service fee on these services.

We are presently evaluating the optimal corporate and legal structures in China necessary to establish our business there and as a U.S. publicly listed and reporting company. We are also assessing the impact of the ~~novel~~COVID-19 ~~coronavirus~~ epidemic in China and globally on our business plans. We may establish our business in whole or in part by acquiring existing businesses or assets owned by our majority shareholder or his affiliates. We do not have an established timetable to implement these plans, and until we do, we will remain a shell company.

149

Results of Operations for the Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2020 ~~Compared~~and ~~to Same Period of~~ 2019

Revenues

There was no revenue for the three ~~and~~ ~~nine~~ months ended ~~March~~September 3130, 2020 and 2019.

General and Administrative Expense

During the three months ended ~~March~~ 31September 30, 2020 and 2019, we incurred $68,~~500~~288 and $78,~~050~~723 of general and administrative expenses, respectively. ~~During the nine-months~~ ~~ended~~Our ~~March 31, 2020 and 2019, we incurred $23,948 and $21,998 of~~ general and administrative expenses, ~~respectively. Our general and administrative expenses~~ primarily consisted of auditor fees, accounting fees, ~~legal fees~~ and ~~filing~~legal fees, which are routine costs associated with a public company for financial reporting requirements.

Other Expense

During the three months ended ~~March~~ 31September 30, 2020 and 2019, we incurred $6,403 and $6,403 of interest expenses, respectively. ~~During the nine months ended March 31, 2020 and 2019, we incurred $19,209 and $19,209 of interest expenses, respectively.~~ The interest expenses were solely related to the note payable due to a related party.

Net Loss

For the three months ended ~~March 31~~September 30, 2020 and 2019, we had a net loss of $1214,~~903~~691 and $1315,~~453~~126, respectively.

For the nine months ended March 31, 2020 and 2019, we had a net loss of $43,157 and $41,207, respectively.

Liquidity and Capital Resources

~~Net cash used in operating activities was $30,480~~Cash ~~for~~Flows ~~the~~from ~~nine~~Operating months ended March 31, 2020, compared to net cash used in operating activities of $33,900 for the same period ended March 31, 2019, represented an decrease of $3,420 in the net cash outflow in operating activities. Since we are a shell company, cash used in operating activities were fully funded by our controlling shareholder as is reflected in the accompanying condensed statements of cash flows.Activities

AsNet cash ofused ~~March~~in 31operating activities was $17,400 for the three months ended September 30, 2020, wecompared ~~had~~to ~~a total~~net ~~outstanding~~cash ~~principal~~used ~~and~~in ~~accrued~~operating activities ~~interest~~ of $~~256~~16,~~132~~480 ~~and~~for ~~$123,555,~~the ~~respectively,~~same ~~due~~period toended ~~Longhai~~September 30, 2019. ~~The~~Since ~~unsecured~~we ~~promissory note~~are ~~bears~~a anshell ~~interest~~company, ofcash ~~10%~~used ~~per~~in ~~annum~~operating ~~and~~activities were fully funded by our principal stockholder as is ~~payable~~reflected onin ~~demand~~the accompanying condensed statements of cash flows.

Cash Flows from Financing Activities

Net cash provided by financing activities for the three months ended September 30, 2020 and 2019 was $17,400 and $16,480, respectively, which represented the amounts contributed by our principal stockholder to support the our operations.

As of September 30, 2020, we had a total outstanding principal and accrued interest of $256,132 and $136,361, respectively, due to Longhai. The unsecured promissory note bears an interest of 10% per annum and is payable on demand.

Our future capital requirements will depend on numerous factors, including, but not limited to, the establishment and development of our travel services in China. We have relied on financing from our principal stockholder and expect to continue to depend on financing from our principal stockholder to meet our current minimal operating expenses. As we are a start-up company, our operating expenses are limited and discretional based on the availability of its funds. Management believes that the financing from our principal stockholder will continue to support our planned operations over the next 12 months.

In connection with our business plan, management anticipates operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses will be funded primarily by debt or equity financings from our principal stockholder. However, there is no assurance that such funds will be available or available on acceptable terms. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Commitments and Capital Expenditures

We presently have no material commitments for capital expenditures.

Critical Accounting Policies Involving Management Estimates and Assumptions

Our discussion and analysis of our financial condition and results of operations is based on our financial statements. In preparing our financial statements in conformity with U.S. GAAP, we must make a variety of estimates that affect the reported amounts and related disclosures.

Deferred Tax Valuation Allowance

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. Income tax expense is the total of tax payable for the period and the change during the period in deferred tax assets and liabilities.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March~~September 3130, 2020. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective due to the material weakness identified below due to our limited resources:

•● Lack of proper segregation of duties; and

•● Lack of a formal control process that provides for multiple levels of supervision and review.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal controls over financial reporting that occurred during our fiscal quarter ended ~~March 31~~September 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

1611

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

We are a smaller reporting company and accordingly we are not required to provide information required by this Item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

Not applicable.

Item 6.

Exhibits.

Number		Description

2.1		Plan and Agreement of Merger between the Company and Xiamen Lutong International Travel Agency Co., Ltd., dated March 29, 2018., incorporated by reference to Exhibit 2.1 to 8-K, filed with the Commission on April 20, 2018.

3.1		Articles of Incorporation, incorporated by reference to Exhibit 3.1 to Form S-1, filed with the Commission on September 18, 2008.

3.2		Bylaws, incorporated herein by reference to Exhibit 3.2 to Form S-1, filed with the Commission on September 18, 2008.

3.3		Certificate of Amendment to the Articles of Incorporation, incorporated by reference to Exhibit 3.1 to Form 8-A12B, filed with the Commission on November 21, 2011.

3.4		Certificate of Amendment to the Articles of Incorporation, incorporated by reference to Exhibit 3.1 to 8-K, filed with the Commission on January 25, 2018.

3.5		Articles of Merger of Xiamen Lutong International Travel Agency Co., Ltd. into the Company, dated April 12, 2018, incorporated by reference to Exhibit 3.1 to 8-K, filed with the Commission on April 20, 2018.

3.6		Certificate of Correction to the Articles of Merger of Highlight Networks, Inc. filed with the Secretary of State of the State of Nevada on May 4, 2018. Incorporated by reference to Exhibit 3.1 to 8-K/A, filed with the Commission on May 10, 2018.

31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** Furnished herewith.

1712

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.

	Xiamen Lutong International Travel Agency Co. Ltd.
Dated: May 15, 2020	By:	/s/ Zhenhui Huang
Dated: November 13, 2020	By:	/s/ Zhenhui Huang
		Name: Zhenhui Huang
		Title: President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

1813

Filing Compare · Xiamen Lutong International Travel Agency Co., Ltd.