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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Mark One

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File No. 000-55260

MAKINGORG, INC.

(Exact name of registrant as specified in its charter)

Nevada

6770

39-2079723

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

19th Floor, No. 9 Shangqingsi Road,Yuzhong District,

Chongqing, China

+86-023-6330810

(Address and telephone number of principal executive offices)

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

None

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

Common Stock, $0.001 par value

Indicate by checkmark whether the issuer: (1) has 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-K (§229.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-Q or any amendment to this Form 10-Q. ☐

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

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

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

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class	Outstanding as of July 24, 2024
Common Stock: $0.001	35,540,000

PART 1	FINANCIAL INFORMATION

Item 1	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations and Comprehensive Loss	4
	Consolidated Statements of Change in Stockholders’ Deficit	5
	Consolidated Statements of Cash Flows	6
	Notes to the Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17

PART II.	OTHER INFORMATION

Item 1	Legal Proceedings	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3	Defaults Upon Senior Securities	18
Item 4	Mine safety disclosures	18
Item 5	Other Information	18
Item 6	Exhibits	19
	Signatures	20

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PART I.

FINANCIAL INFORMATION

Item 1. Financial Statements.

MAKINGORG, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	June 30, 2023			December 31, 2022
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	15,587		$	23,852
Accounts receivable – related party		-			32,334
Inventories		27			-
Advances to vendor and others		42,999			41,314
Total Current Assets		58,613			97,500

Right-of-use assets - operating leases		50,398			24,587

Total Assets	$	109,011		$	122,087

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Interest payable	$	164,000		$	152,000
Accrued liabilities		19,818			17,109
Lease liabilities - operating leases		31,006			23,681
Due to related party		387,918			387,918

Total Current Liabilities		602,742			580,708

Long-Term Liabilities
Convertible note payable, noncurrent	$	200,000		$	200,000
Lease liabilities – operating lease, noncurrent		21,690			5,501
Total Long-term Liabilities		221,690			205,501

Total Liabilities	$	824,432		$	786,209

Stockholders’ Deficit
Preferred stock, par value $0.001; 50,000,000 shares authorized, zero shares issued and outstanding		-			-
Common stock, par value $0.001; 150,000,000 shares authorized, 35,540,000 shares issued and outstanding		35,540			35,540
Additional paid-in capital		583,882			583,882
Accumulated other comprehensive loss		(6,130	)		(4,882	)
Accumulated deficit		(1,328,713	)		(1,278,662	)
Total Stockholders’ Deficit		(715,421	)		(664,122	)

Total Liabilities and Stockholders’ Deficit	$	109,011		$	122,087

See accompanying notes to unaudited consolidated financial statements.

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MAKINGORG, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	For the three months ended June 30,						For the six months ended June 30,
	2023			2022			2023			2022
Net Sales-Related Party	$	12,058		$	-		$	12,058		$	-
Cost of Sales		(6,138	)		-			(6,138	)		-
Gross Profit		5,920			-			5,920			-

OPERATING EXPENSES
Selling, general and administrative		15,891			15,465			22,124			39,425
Professional fees		12,739			13,952			21,849			31,545
TOTAL OPERATING EXPENSES		28,630			29,417			43,973			70,970

LOSS FROM OPERATIONS		(22,710	)		(29,417	)		(38,053	)		(70,970	)

OTHER INCOME (EXPENSE)
Interest income		1			102			5			102
Interest expense		(6,004	)		(6,000	)		(12,004	)		(12,000	)
Other income		-			-			1			-
TOTAL OTHER EXPENSES, NET		(6,003	)		(5,898	)		(11,998	)		(11,898	)

LOSS BEFORE INCOME TAX		(28,713	)		(35,315	)		(50,051	)		(82,868	)

Income tax		-			-			-			-

NET LOSS	$	(28,713	)	$	(35,315	)	$	(50,051	)	$	(82,868	)

OTHER COMPREHENSIVE ITEM:
Foreign currency translation loss		(1,490	)		(7,406	)		(1,248	)		(7,105	)

TOTAL COMPREHENSIVE LOSS	$	(30,203	)	$	(42,721	)	$	(51,299	)	$	(89,973	)

NET LOSS PER COMMON SHARE: BASIC AND DILUTED	$	(0.001	)	$	(0.001	)	$	(0.001	)	$	(0.002	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED		35,540,000			35,540,000			35,540,000			35,540,000

See accompanying notes to unaudited consolidated financial statements.

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MAKINGORG, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

							Accumulated
					Additional		Other						Total
	Common Stock				Paid-in		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Capital		Income			Deficit			Deficit
Balance, December 31, 2021		35,540,000	$	35,540	$	583,882	$	6,266		$	(1,162,307	)	$	(536,619	)

Foreign currency translation loss		-		-		-		(7,105	)		-			(7,105	)

Net loss		-		-		-		-			(82,868	)		(82,868	)

Balance, June 30, 2022 (Unaudited)		35,540,000	$	35,540	$	583,882	$	(839	)	$	(1,245,175	)	$	(626,592	)

Balance, December 31, 2022		35,540,000	$	35,540	$	583,882	$	(4,882	)	$	(1,278,662	)	$	(664,122	)

Foreign currency translation loss		-		-		-		(1,248	)		-			(1,248	)

Net loss		-		-		-		-			(50,051	)		(50,051	)

Balance, June 30, 2023 (Unaudited)		35,540,000	$	35,540	$	583,882	$	(6,130	)	$	(1,328,713	)	$	(715,421	)

See accompanying notes to unaudited consolidated financial statements.

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MAKINGORG, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the six months ended June 30,
	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(50,051	)	$	(82,868	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use assets		(28,265	)		-
Lease liabilities		26,087
Changes in assets and liabilities:
Accounts receivable – related party		32,266			-
Inventory		(28	)		-
Prepaid expenses and other current assets		(3,693	)		(810	)
Interest payable		12,000			12,000
Accrued liabilities		3,617			7,202
CASH FLOWS USED IN OPERATING ACTIVITIES		(8,067	)		(64,476	)

CASH FLOWS FROM FINANCING ACTIVITIES
Loan from related party		-			1,500
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		-			1,500

EFFECT OF EXCHANGE RATE CHANGES ON CASH		(198	)		(3,241	)

NET CHANGE IN CASH AND CASH EQUIVALENTS		(8,265	)		(66,217	)
Cash and cash equivalents, beginning of periods		23,852			108,356
Cash and cash equivalents, end of periods	$	15,587		$	42,139

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

See accompanying notes to unaudited consolidated financial statements.

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MAKINGORG, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

MakingORG, Inc. (“MakingORG”) was incorporated under the laws of the State of Nevada on August 10, 2012. The trading symbol is “CQCQ” and the fiscal year end is December 31. On October 20, 2016, MakingORG filed documents registering its intention to transact interstate business in the state of California. On November 29, 2016, MakingORG incorporated HK Feng Wang Group Limited (“HKFW”) under the laws of Hong Kong. On August 22, 2017, HKFW incorporated Chongqing Beauty Kenner Biotechnology Co., Ltd (“CBKB”) under the laws of the People’s Republic of China (“PRC”).

MakingORG, Inc. and its subsidiaries (“the Company”) purchase Acer truncatum bunge seed oil from China, outsource to third party to manufacture Acer truncatum bunge related health products, and sell to end users and distributors in the United States and PRC.

In January 2020, the World Health Organization declared an outbreak of the coronavirus (“COVID-19”) to be a Public Health Emergency of International Concern, subsequently declared COVID-19 a global pandemic, and recommended containment and mitigation measures worldwide on March 11, 2020. The Company experienced some adverse impacts on its business in the PRC Segment, such as limited access to its staff in the PRC and restrictions on business travel within the PRC and between USA and PRC. The pandemic created global economic uncertainties and led to negative impact on the financial markets. The extent of the COVID-19 impact to the Company depends on numerous factors and developments related to COVID-19. Consequently, the business of the Company dropped significantly in the past years. The federal COVID-19 Public Health Emergency declaration in the U.S. ended in May 2023, and COVID-19 restrictions have been lifted in many locations globally. We do not expect future material economic consequences from the COVID-19 pandemic.

NOTE 2 – GOING CONCERN

Pursuant to ASU 2014-15, the Company has assessed its ability to continue as a going concern for a period of one year from the date of the issuance of these consolidated financial statements. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year from the financial statement issuance date. The accompanying consolidated financial statements have been prepared in conformity with the generally accepted accounting principle, which contemplate continuation of the Company as a going concern. The Company currently suffered recurring loss from operations, generated negative cash flow from operating activities and has an accumulated deficit and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt as to its ability to continue as a going concern. These consolidated financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company had a net loss of $50,051 for the six months ended June 30, 2023, respectively. In addition, the Company had an accumulated deficit of $1,328,713 and $1,278,662 as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023 and December 31, 2022, the Company has its current liabilities exceed its current assets resulting in negative working capital of $493,731 and 458,621, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital. The Company’s consolidated financial statements do not include any adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management anticipates that the Company will be dependent, in the near future, on additional investment capital to fund operating expenses. The Company may seek additional funding through additional issuance of common stock and/or borrowings from financial institutions or the majority shareholder to support its normal business operations. In light of management’s efforts, there is no assurance that the Company will be successful in this or any of its endeavors or become financially viable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K/A. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Company’s Form 10-K/A filed on October 23, 2023, have been omitted.

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Principles of Consolidation

The Company’s unaudited consolidated financial statements include the accounts of MakingORG, and its wholly owned subsidiaries, HKFW and CBTB. All intercompany transactions and balances were eliminated in consolidation.

Use of Estimates

The preparation of unaudited consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Company’s unaudited consolidated financial statement date and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Revenue Recognition

The Company adopted Topic 606, Revenue from Contracts with Customers, using the modified retrospective transition method on January 1, 2018. In general, the Company’s performance obligation is to transfer it products to its end user or distributor. Revenues from product sales are recognized when the customer obtains control of the Company’s finished goods product, which occurs at a point in time, typically upon delivery to the customer.

As of June 30, 2023 and 2022, the Company generates revenue of $12,058 and $0, respectively. The Company generates revenue from sales of acer truncatum-bunge-related health products, such as Nervonic Acid Oil, coffee and tea by its wholly-owned subsidiary in China. The Company evaluated its product sales contracts and determined that those contracts are generally capable of being distinct and accounted for as separate performance obligations. Performance obligation is satisfied at point of time when products delivered to customers.

Shipping and handling costs paid by the Company are included in the cost of sales.

Recently Issued Accounting Pronouncement Adopted

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses”. The standard, including subsequently issued amendments (ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10 and ASU 2019-11), requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU No. 2016-13 effective on January 1, 2023. Adoption of the new standard did not have impact on the Company’s consolidated financial statements or financial disclosure since there was no accounts receivable balance as of January 1, 2023.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (ASC 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers,” as if the acquirer had originated the contracts. Under current accounting standards, contract assets and contract liabilities acquired in a business combination are to be recorded at fair value using the ASC 805 measurement principle. ASU 2021-08 is effective for fiscal years and interim reporting periods within those fiscal years beginning after December 15, 2022. The adoption of ASU 2021-08, effective January 1, 2023, did not have an impact on the financial condition, results of operations, cash flows and disclosures of the Company.

Recently Issued Accounting Pronouncement Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amended guidance is effective for fiscal years beginning after December 15, 2024. The guidance can be applied either prospectively or retrospectively. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to our consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

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NOTE 4 – ADVANCES TO VENDOR AND OTHERS

Advances to vendor and others include primarily deposit for packaging materials. As of June 30, 2023 and December 31, 2022, advances to supplier and others were $42,999 and $41,314, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

Due to Related Party

For the six months ended June 30, 2023 and 2022, the Company’s sole officer loaned the Company $0 and $1,500, respectively. As of June 30, 2023 and December 31, 2022, the Company was obligated to the officer, for an unsecured, non-interest-bearing demand loan with a balance of $387,918.

Sales to Related Party

For the six months ended June 30, 2023 and 2022, the net sales to Entity A were $12,058 and $0, accounting for 100% of the sales the Company generated, respectively. Accounts receivable due from Entity A were $0 and $32,334 as of June 30, 2023 and December 31, 2022, respectively.

Lease Agreement

On March 1, 2022, the Company entered into a lease agreement with Chongqing Fengpu Wanjia Biotechnology Co., Ltd for the period from March 1, 2022 to February 28, 2023. The Company renewed the lease and has been leasing the property for RMB20,000 per month with the lease expiring on February 28, 2025. See Note 8 Lease for more information about the lease.

NOTE 6 – BUSINES CONCENTRATION AND RISKS

Concentration of Risk

The Company maintains cash with banks in the USA, People’s Republic of China (“PRC” or “China”), and Hong Kong. Should any bank holding cash become insolvent, or if the Company is otherwise unable to withdraw funds, the Company would lose the cash with that bank; however, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. In China, a depositor has up to RMB500,000 insured by the People’s Bank of China Financial Stability Bureau (“FSD”). In Hong Kong, a depositor has up to HKD500,000 insured by Hong Kong Deposit Protection Board (“DPB”). In the United States, the standard insurance amount is $250,000 per depositor in a bank insured by the Federal Deposit Insurance Corporation (“FDIC”).

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. As of June 30, 2023 and December 31, 2022, $15,587 and $23,852 balances of the Company’s cash and cash equivalents, were all insured, respectively.

With respect to accounts receivable, the Company generally does not require collateral and does not have an allowance for doubtful accounts. No uncollectible accounts receivable in the past years.

Major customer

For the six months ended June 30, 2023 and 2022, total sales to Entity A – the 100% customer, were $12,058 and $0, accounted for 100.0% of the sales the Company recognized, respectively. Accounts receivable due from Entity A were $0 and $32,334 as of June 30, 2023 and December 31, 2022, which accounted for 100.0% of the accounts receivable of the Company, respectively.

Major vendors

For the six months ended June 30, 2023 and 2022, the Company purchased $6,138 and $0, respectively, from its vendor. It accounted for 100.0% of total purchase of the Company for the six months ended June 30 2023 and 2022, respectively.

NOTE 7 – CONVERTIBLE NOTE PAYABLE

On September 1, 2016, the Company entered into a Convertible Note Agreement in the principal amount of $200,000 with an unrelated party for two years. The note bears interest at 12% per annum and the holder is able to convert all unpaid interest and principal into common shares at $3.50 per share. The interest expense was due every six months commencing on March 1, 2017 until the principal amount of this convertible note is paid in full.

On September 1, 2018 and 2019, the Company entered into two Amended and Restated 12% Convertible Promissory Notes for one year with no consideration. The Company recognized a discount on the note of $40,000 and $54,000 at the amended agreement dates, respectively. Since the conversion feature of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

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On September 1, 2020, the convertible note agreement was extended to September 1, 2022 with no additional consideration. On September 1, 2022, the Company signed an amended and restated 12% convertible promissory note. Pursuant to the amended convertible promissory note, both parties agreed to extend the convertible note agreement to September 1, 2024 with no additional consideration. The Company recognized nil discount on the note at the amended agreement date.

The Company recognized interest expense related to the convertible note of $12,000 and $12,000 for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022, net balance of the convertible note amounted to $200,000.

NOTE 8 – LEASE

On March 1, 2022, the Company entered into a lease agreement with Chongqing Fengpu Wanjia Biotechnology Co., Ltd for the period from March 1, 2022 to February 28, 2023. Pursuant to the lease agreement, monthly rent was lowered to RMB20,000 (approximately $3,200), payable by the 5^th of each month with the first two-month rent free. The lease was for a one-year term and the Company had the priority to renew the lease. The Company renewed the lease and has been leasing the property since February 28, 2023 for RMB20,000 per month. The lease expires on February 28, 2025. Leases is classified as operating at the inception of the lease and ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the lease terms of the commencement date with 5.80% incremental borrowing rate used. The lease does not contain any residual value guarantees or material restrictive covenants.

The components of lease expense consist of the following:

		Six Months Ended June 30,
	Classification	2023		2022
Operating lease cost	SG&A expense	$	11,106	$	21,512

Net lease cost		$	11,106	$	21,512

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Balance sheet information related to leases consists of the following:

Assets	Classification	June 30, 2023			December 31, 2022

Operating lease ROU assets	Right-of-use assets	$	50,398		$	24,587

Total leased assets		$	50,398		$	24,587
Liabilities

Operating lease liabilities	Current portion	$	31,006		$	23,681
	Long-term portion		21,690			5,501
Total lease liabilities		$	52,696		$	29,182

Weighted average remaining lease term
Operating leases			1.67			1.17

Weighted average discount rate
Operating leases			5.80	%		5.25	%

Cash flow information related to leases consists of the following:

	Six Months Ended June 30,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	8,666	$	18,527
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		7,470		-

Future minimum lease payment under non-cancellable lease as of June 30, 2023 are as follows:

Ending December 31,	Operating Leases
2023	$	16,543
2024		33,087
2025		5,514
Total lease payments	$	55,144
Less: Interest		(2,448	)
Present value of lease liabilities	$	52,696

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NOTE 9 – INCOME TAXES

The Company accounts for income taxes under ASC 740, “Income Taxes”. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. It also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all deferred tax assets will not be realized.

The Company is subject to taxation in the United States and certain state jurisdictions. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 21% to the net loss before provision for income taxes. HKFW in Hong Kong are governed by the Inland Revenue Ordinance Tax Law of Hong Kong, and are generally subject to a profits tax at the rate of 16.5% on the estimated assessable profits. CBNB in the PRC is governed by the Income Tax Law of the PRC concerning the private enterprises, which are generally subject to tax at 25% on income reported in the statutory financial statements after appropriated adjustments. PRC also give tax discount to small enterprise whose annual taxable income exceeding 1 million but not exceeding 3 million.

The Company’s income tax expense is mainly contributed by its subsidiary in PRC.

In addition, the 2017 Tax Act also creates a new requirement that certain income (i.e., Global Intangible Low-Taxed Income (“GILTI”)) earned by controlled foreign corporations (“CFCs”) must be included currently in the gross income of the CFCs’ U.S. shareholder income. GILTI is the excess of the shareholder’s net CFC tested income over the net deemed tangible income return, which is currently defined as the excess of (1) 10 percent of the aggregate of the U.S. shareholder’s pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expense taken into account in the determination of net CFC-tested income. The Company has elected to recognize the tax on GILTI as a period expense in the period the tax is incurred. For the three and six months ended June 30, 2023 and 2022, no GILTI tax obligation existed and the GILTI tax expense was $0.

There was no income tax provision for the six months ended June 30, 2023 and 2022.

Net deferred tax assets consist of the following components as of:

	June 30, 2023			December 31, 2022
Deferred tax asset:
Net operating loss carry forwards	$	198,224		$	185,149
Valuation allowance		(198,224	)		(185,149	)
Net deferred tax asset	$	-		$	-

Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards of approximately $458,700, will carry indefinitely for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years. Tax filings for the Company for the years after 2018 are available for examination by state tax jurisdictions and federal tax purposes.

NOTE 10 – SEGMENT REPORTING

The Company operates in one industry segment, selling Acer truncatum bunge related health products through its wholly owned subsidiary in China. As of June 30, 2023 and December 31, 2022, the subsidiary had amounts of $92,366 and $99,840 respectively, in total assets, excluding inter-company balances, and it generated $12,058 and $0 for the six months ended June 30, 2023 and 2022, respectively, in revenue. There was no revenue generated from inter-company transactions.

NOTE 11– SUBSEQUENT EVENT

The Company has evaluated all subsequent events through the date the unaudited consolidated financial statements were issued and determine that there were no subsequent events or transactions that require recognition or disclosures in the unaudited consolidated financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

As used in this Form 10-Q, references to “MakingORG”,” the “Company,” “we,” “our” or “us” refer to MakingORG, Inc. and subsidiaries unless the context otherwise indicates.

Forward-Looking Statements

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

Plan of Operation

Our sole officer and director intends to sell Acer truncatum bunge related health product in the United States and PRC, In the future, the Company may pursue business opportunities, acquisitions, business combinations, joint ventures, or other agreements with businesses in our industry or elsewhere. At this time, we have no plan, proposal, agreement, understanding or arrangement to acquire or merge with any specific business or company, and the Company has not identified any specific business or company for investigation and evaluation. No member of management or promoter of the Company has had any material discussions with any other company with respect to any acquisition of that company.

We will not restrict our search for another target company to any specific business, industry or geographical location, and the Company may participate in a business venture of virtually any kind or nature. The discussion of the proposed plan of operation under this caption and throughout this Quarterly Report is purposefully general and is not meant to be restrictive of the Company’s virtually unlimited discretion to search for and enter into potential business opportunities.

The following discussion should be read in conjunction with the unaudited interim financial statements contained in this Report and in conjunction with the Company’s Form 10-K/A filed on October 23, 2023. Results for interim periods may not be indicative of results for the full year.

Critical Accounting Policies and Estimates

There have been no material impacts to our accounting estimates as of June 30, 2023 and December 31, 2022, or the results for the six months ended June 30, 2023 and 2022, from the COVID-19 pandemic. The federal COVID-19 Public Health Emergency declaration in the U.S. ended in May 2023, and COVID-19 restrictions have been lifted in many locations globally. We do not expect future material economic consequences from the COVID-19 pandemic.

Recent Accounting Pronouncements reflected in the Consolidated and Combined Financial Statements

The preparation of unaudited consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the unaudited consolidated financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.

As with most companies doing business in China, our operations were affected by the ongoing COVID-19 pandemic. The ultimate disruption that may result from the pandemic is uncertain, but it had material adverse impact on our financial positions, operations and cash flows. The federal COVID-19 Public Health Emergency declaration in the U.S. ended in May 2023, and COVID-19 restrictions have been lifted in many locations globally. We do not expect future material economic consequences from the COVID-19 pandemic.

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Results of Operations

For the three months ended June 30, 2023 and 2022

	Three Months Ended June 30,
	2023			2022			Change			Percent
Net Sales	$	12,058		$	-		$	12,058			100	%
Cost of Sales		6,138			-			6,138			100	%
Gross Profit		5,920			-			5,920			100	%

Operating expenses:
Selling, general and administrative		15,891			15,465			426			3	%
Professional fees		12,739			13,952			(1,213	)		-9	%
Total operating expenses		28,630			29,417			(787	)		-3	%

Loss from operations		(22,710	)		(29,417	)		6,707			-23	%

Other income (expenses):
Interest income		1			102			(101	)		-99	%
Interest expense		(6,004	)		(6,000	)		(4	)	-		%
Total other income (expenses)		(6,003	)		(5,898	)		(105	)		2	%

Loss before income taxes		(28,713	)		(35,315	)		6,602			-19	%
Income tax expense		-			-			-			-	%

Net loss	$	(28,713	)	$	(35,315	)	$	6,602			-19	%

Net sales, cost of sales and gross profit

Unaudited consolidated net sales for the three months ended June 30, 2023 and 2022 was $12,058 and $0, respectively. The cost of sales for the three months ended June 30, 2023 and 2022 was $6,138 and $0, respectively, resulting in a gross profit of $5,920 and $0 for the three months ended June 30, 2023 and 2022, respectively. The net sales increase was due to the increase of related party sales in PRC after COVID19.

Total operating expenses

For the three months ended June 30, 2023, total operating expenses were $28,630, which consisted of professional fee of $12,739, China salary, office expenses and rent expense of $15,891. For the three months ended June 30, 2022, total operating expenses were $29,417, which consisted of professional fee of $13,952. Rent expenses in China of $5,504, office and other expenses in China of $10,387. Total operating expenses decreased $787, or 3%, primarily as a result of the decrease in professional fees of $1,213 or 9% and other G&A expenses of $426 or 3% in China for the three months ended June 30, 2023 compared with the three months ended June 30, 2022. Main reason of the decrease was the business recovery in China need more time in China.

Total other income (expenses)

For the three months ended June 30, 2023, total other expenses were $6,003, which consisted of interest expense of $6,004, and interest income of $1. for the three months ended June 30, 2022, the Company had total other expenses of $5,898, which consists of interest income of $102, interest expense of $6,000.

Net loss

For the three months ended June 30, 2023, the Company had a net loss of $28,713, a $6,602 or 19% decrease of loss as compared with the net loss of $35,315 for the three months ended June 30, 2022. The decrease in net loss was predominantly due to the reasons stated above.

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For the six months ended June 30, 2023 and 2022

	Six Months Ended June 30,
	2023			2022			Change			Percent
Net Sales	$	12,058		$	-		$	12,058			100	%
Cost of Sales		6,138			-			6,138			100	%
Gross Profit		5,920			-			5,920			100	%

Operating expenses:
Selling, general and administrative		22,124			39,425			(17,301	)		-44	%
Professional fees		21,849			31,545			(9,696	)		-31	%
Total operating expenses		43,973			70,970			(26,997	)		-38	%

Loss from operations		(38,053	)		(70,970	)		32,917			-46	%

Other income (expenses):
Interest income		1			102			(101	)		-99	%
Interest expense		(12,000	)		(12,000	)		-			-	%
Other income		1			-			1			100	%
Total other income (expenses)		(11,998	)		(11,898	)		(100	)		-1	%
Interest expense
Losses before income taxes		(50,051	)		(82,868	)		32,817			-40	%
Income tax expense		-			-			-			-	%

Net losses	$	(50,051	)	$	(82,868	)	$	32,817			-40	%

Net sales, cost of sales and gross profit

The Company’s consolidated net sales for the six months ended June 30, 2023 and 2022 were $12,058 and $0, respectively. The cost of sales for the six months ended June 30, 2023 and 2022 were $6,138 and $0, respectively, resulting in a gross profit of $5,920 and $0 for the six months ended June 30, 2023 and 2022, respectively. The net sales increase was due to the increase of related party sales in PRC after the COVID19 in the second quarter of 2023.

Total operating expenses

For the six months ended June 30, 2023, total operating expenses were $43,973, which consisted of professional fees of $21,849, China salary of $11,297, China office and other expenses of $6,521 and rent expenses of $2,324, and expenses of $982 in U.S. For the six months ended June 30, 2022, total operating expenses were $70,970, which consisted of professional fees of $31,545, China salary and China office expense of $21,713 and rent expense of $17,712. Total operating expenses for the six months ended June 30, 2023 decreased $26,997 or 38% compared with the six months ended June 30 2022. The reason is due to the less operating activities caused by COVID19 break out in 2023.

Total other income (expenses)

For the six months ended June 30, 2023, the Company had other expenses of $11,998, which consists of interest income of $1, other income of $1 and interest expenses of $12,000. For the six months ended June 30, 2022, the Company had other expenses of $11,898, which consists of interest income of $102, interest expenses of 12,000.

Net loss

For the six months ended June 30, 2023, the Company had a net loss of $50,051, a decrease of net loss of $32,817 or 40% compared with the net loss of $82,868 for the six months ended June 30, 2022. The decrease in net loss was predominantly due to the reasons stated above.

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Liquidity and Capital Resources

As of June 30, 2023, the Company had cash and cash equivalents and total assets of $15,587 and $109,011, respectively. As of the said date, the Company has total liabilities of $824,432, of which $200,000 is due to convertible note payable and $387,918 was due to our sole officer and director as an unsecured, non-interest-bearing demand loan. As of June 30, 2023, and December 31, 2022, the Company had negative working capital amount of $493,731 and $458,621, respectively.

Other than an oral agreement with Ms. Cui to fund the expenses of the Company, we currently have no agreements, arrangements or understandings with financial institution or any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.

Cash Flows from Operating Activities

For the six months ended June 30, 2023, net cash flows used in operating activities was $8,067 resulting from a net loss of $50,051, a decrease caused by amortization of right-of-use assets of $28,265, increased caused by accounts receivable of $32,266, interest payable of $12,000 and accrued liabilities of $3,617, offset by the increase caused by lease liabilities of $26,087, prepaid expenses of $3,693 and inventory of $28. For the six months ended June 30, 2022, net cash flows used in operating activities was $64,476 resulting from a net loss of $82,868, an increase in prepaid expenses and other current assets of $810, an increase in accrued liabilities of $7,202, increase of interest payable of $12,000.

Cash Flows from Investing Activities

For the six months ended June 30, 2023 and 2022, there was no cash flow from investing activities.

Cash Flows from Financing Activities

For the six months ended June 30, 2023 and 2022, advances from the Company’s sole officer and director provided were $0 and $1,500, respectively.

Going Concern Consideration

As of June 30, 2023, the Company had an accumulated deficit of $1,328,713 and its current liabilities exceeded its current assets, resulting in a negative working capital of $493,731. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital. The Company’s unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

These unaudited consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to repay its debt obligations, to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company may seek additional funding through additional issuance of common stock and/or borrowings from financial institutions or the majority shareholder to support its normal business operations. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Convertible Note Payable

On September 1, 2016, the Company entered into a Convertible Note Agreement in the principal amount of $200,000 with an unrelated party. The note bears interest at 12% per annum and the holder is able to convert all unpaid interest and principal into common shares at $3.50 per share. The note matures on September 1, 2018. The Company recognized a discount on the note of $38,857 at the agreement date. The interest expense was due every six months commencing on March 1, 2017 until the principal amount of this convertible note is paid in full.

On September 1, 2018, the Company entered into an Amended and Restated 12% Convertible Promissory Note. Pursuant to an Amended and Restated 12% Convertible Promissory Note, both parties agreed to extend a Convertible Note Agreement to September 1, 2019 with no additional consideration. The Company recognized a discount on the note of $40,000 at the amended agreement date.

On September 1, 2019, the Company entered into an amended and restated 12% convertible promissory note. Pursuant to the amended convertible promissory note, both parties agreed to extend the convertible note agreement to September 1, 2020 with no additional consideration. The Company recognized a discount on the note of $54,400 at the amended agreement date. Since the conversion feature of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

On September 1, 2020, the Company entered into an amended and restated 12% convertible promissory note. Pursuant to the amended convertible promissory note, both parties agreed to extend the convertible note agreement to September 1, 2022 with no additional consideration. The Company recognized a discount on the note of $0 at the amended agreement date.

On September 1, 2022, the Company entered into an amended and restated 12% convertible promissory note. Pursuant to the amended convertible promissory note, both parties agreed to extend the convertible note agreement to September 1, 2024 with no additional consideration.

The Company recognized interest expense related to the convertible note of $12,000 and $12,000, respectively, for the six months ended June 30, 2023 and 2022. As of June 30, 2023, and December 31, 2022, net balances of the convertible note were $200,000 and $200,000, respectively.

Operating Lease

The Company has operating lease for its office in China. Rental expenses for the six months ended June 30, 2023 and 2022 were $8,253 and $2,485, respectively. As of June 30, 2023, the remaining lease term was 20 months. Total future minimum annual lease payments under operating lease were as follows:

Ending June 30,	Operating Leases
Remaining of 2023	$	16,543
2024		33,087
2025		5,514
Total lease payments	$	55,144
Less: Interest		(2,448	)
Total lease payments	$	52,696

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

As a smaller reporting company, we are not required to provide the information required by this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, including our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act as of the end of the period covered by this report. Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Based on that evaluation, as of June 30, 2023, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the period covered by this report.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Item 1A. Risk Factors.

As a smaller reporti0ng company, we are not required to provide the information required by this item.

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

Unregistered Sales of Equity Securities

None.

Purchases of equity securities by the issuer and affiliated purchasers

None.

Use of Proceeds

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits

31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

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

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MakingORG, Inc.

Dated: July 25, 2024	By:	/s/ Juanzi Cui
		Name: Juanzi Cui President, Chief Executive Officer and Chief Financial Officer (principal executive officer and principal financial and accounting officer)

MAKINGORG, INC. 10-Q