QNME 10-Q
Quanome Technologies, Inc. (QNME)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from to .
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| The |
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. ☒
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
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
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 | ☐ |
| ☒ | 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
As of the date of this report,
the Registrant had
Lakeside Holding Limited
FORM 10-Q
For the Quarterly Period Ended September 30, 2025
INDEX
i
EXPLANATORY NOTE
As used in this Quarterly Report on Form 10-Q, unless otherwise indicated or the context otherwise requires, references to “Lakeside,” “the Company,” “we,” “us,” and “our” refer to Lakeside Holding Limited together with its consolidated subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains certain statements related to future results, or states our intentions, beliefs, and expectations or predictions for the future, all of which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent management’s expectations or forecasts of future events. Forward-looking statements are typically identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “project,” “intend,” “plan,” “probably,” “potential,” “looking forward,” “continue,” and other similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will,” and “would.” You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Forward-looking statements in this Form 10-Q may include, for example, statements concerning:
| ● | our future operating and financial performance, ability to generate positive cash flow and ability to achieve and sustain profitability; |
| ● | our competitive position; |
| ● | the sufficiency of our existing capital resources to fund our future operating expenses; |
| ● | the timing of the introduction of new solutions and services; |
| ● | the likelihood of success in and impact of litigation; |
| ● | our protection or enforcement of our intellectual property rights; |
| ● | our expectation with respect to securities, options and future markets and general economic conditions; |
| ● | our ability to keep up with rapid technological change; |
| ● | the impact of future legislation and regulatory changes on our business; and |
| ● | our anticipated use of proceeds from our initial public offering. |
Any or all of our forward-looking statements may turn out to be inaccurate, and there are no guarantees about our performance. The factors identified above are not exhaustive. We operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, readers should not place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We are under no (and expressly disclaim any) obligation to update or alter any forward-looking statement that we may make from time to time, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
ii
LAKESIDE HOLDING LIMITED
INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
F-1
LAKESIDE HOLDING LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2025 (UNAUDITED) AND JUNE 30, 2025
| As of September 30, 2025 (unaudited) | As of June 30, 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable – third parties, net of credit loss allowance of $ | ||||||||
| Accounts receivable – related party, net of credit loss allowance of $ and $ | ||||||||
| Note receivable | ||||||||
| Prepayment, deposit and other receivable – third parties | ||||||||
| Other receivable – related party | ||||||||
| Contract assets | ||||||||
| Inventories, net | ||||||||
| Right of return asset | ||||||||
| Loan receivable from related parties | ||||||||
| Loan receivable from a third party | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Long- term investment | ||||||||
| Property and equipment at cost, net of accumulated depreciation | ||||||||
| Intangible assets, net | ||||||||
| Right of use operating lease assets | ||||||||
| Right of use financing lease assets | ||||||||
| Deposit and prepayment | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payables – third parties | $ | $ | ||||||
| Accounts payables – related parties | ||||||||
| Accrued liabilities and other payables | ||||||||
| Current portion of obligations under operating leases | ||||||||
| Current portion of obligations under financing leases | ||||||||
| Loans payable, current | ||||||||
| Contract liabilities | ||||||||
| Tax payable | ||||||||
| Due to shareholders | ||||||||
| Due to a related party | ||||||||
| Convertible debts - current | ||||||||
| Refund liabilities | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Loans payable, non-current | ||||||||
| Loan payable to a related party | ||||||||
| Deferred tax liabilities | ||||||||
| Obligations under operating leases, non-current | ||||||||
| Obligations under financing leases, non-current | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| Commitments and Contingencies | ||||||||
| EQUITY | ||||||||
| Common stocks, $ | ||||||||
| Additional paid-in capital | ||||||||
| Statutory reserve | ||||||||
| Deficits | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total equity | ||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).
F-2
LAKESIDE HOLDING LIMITED
CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
AND COMPREHENSIVE INCOME (LOSS)
FOR THE PERIODS ENDED SEPTEMBER 30, 2025 AND 2024
(UNAUDITED)
| For The Three Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue from cross-border freight solutions – third party | $ | $ | ||||||
| Revenue from cross-border freight solutions – related parties | ||||||||
| Revenue from distribution of pharmaceutical products – third parties | ||||||||
| Total revenue | ||||||||
| Cost of revenue from cross-border freight solutions – third party | ||||||||
| Cost of revenue from cross-border freight solutions – related party | ||||||||
| Cost of revenue from pharmaceutical products – third parties | ||||||||
| Total cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling expenses | ||||||||
| General and administrative expenses | ||||||||
| Provision of allowance for expected credit loss | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Other income, net | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other (expense) income | ( | ) | ||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive (loss) income: | ||||||||
| Foreign currency translation gain | ||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Loss per share – basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted Average Shares Outstanding – basic and diluted | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).
F-3
LAKESIDE HOLDING LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(UNAUDITED)
| Common Shares | Amount | Subscription Receivable | Additional Paid in Capital | Deficits | Accumulated Other Comprehensive Income | Total | ||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||||||||
| Paid in capital | — | |||||||||||||||||||||||||||
| Net loss for the three months ended September 30, 2024 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Initial public offering, net of share issuance costs | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | |||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Common Shares | Amount | Additional Paid in Capital | Deficits | Accumulated Other Comprehensive Income | Statutory Reserves | Total | ||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||
| Net loss for the three months ended September 30, 2025 | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Statutory reserve | — | ( | ) | |||||||||||||||||||||||||
| Foreign currency translation gain | — | |||||||||||||||||||||||||||
| Common stock issued for consulting services | ||||||||||||||||||||||||||||
| Issuance of common shares upon exercise of Convertible note | ||||||||||||||||||||||||||||
| Issuance of common shares - Private placement | ||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).
F-4
LAKESIDE HOLDING LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024
(UNAUDITED)
| For the Three Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation – G&A | ||||||||
| Depreciation – cost of revenue | ||||||||
| Amortization of intangible asset | ||||||||
| Straight line lease expense of operating leases | ||||||||
| Depreciation of right-of-use finance assets | ||||||||
| Amortization of discount and bond issuance cost | ||||||||
| Provision of allowance for expected credit loss | ||||||||
| Deferred tax expense | ( | ) | ||||||
| Interest income | ( | ) | ||||||
| Stock-based compensation expense for consulting services | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable – third parties | ( | ) | ||||||
| Accounts receivable – related parties | ||||||||
| Note receivable | ||||||||
| Contract assets | ||||||||
| Inventories, net | ( | ) | ||||||
| Right of return assets | ||||||||
| Other receivable – related parties | ( | ) | ( | ) | ||||
| Prepayment, deposit and other receivable – third parties | ( | ) | ( | ) | ||||
| Accounts payables – third parties | ( | ) | ||||||
| Accounts payables – related parties | ( | ) | ||||||
| Contract liabilities | ||||||||
| Accrued expense and other payables | ||||||||
| Refund liabilities | ||||||||
| Tax payable | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Prepayment for system installation | ( | ) | ||||||
| Loan to related parties | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from loans | ||||||||
| Repayment of loans | ( | ) | ( | ) | ||||
| Repayment of principal of convertible debts | ( | ) | ||||||
| Repayment of equipment and vehicle loans | ( | ) | ( | ) | ||||
| Principal payment of finance lease liabilities | ( | ) | ( | ) | ||||
| Proceeds from initial public offering, net of share issuance costs | ||||||||
| Proceeds from a private placement | ||||||||
| Advance to a third party | ( | ) | ||||||
| Advances to related parties | ( | ) | ( | ) | ||||
| Proceeds from shareholders | ||||||||
| Proceeds from related party | ||||||||
| Repayment to shareholders | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash | ||||||||
| Net (decrease) increase in cash | ( | ) | ||||||
| Cash, beginning of the period | ||||||||
| Cash, end of the period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for income tax | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES | ||||||||
| Convertible notes converted to common shares | $ | $ | ||||||
| Issuance of common shares in exchange for consulting service | $ | |||||||
| Property additions included in loan payable | $ | |||||||
| Right of use assets obtained in exchange for operating lease obligations | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).
F-5
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION
Lakeside Holding Limited
(the “Company”), is a holding company established on August 28, 2023 under the laws of the State of Nevada. The Company,
acting through its subsidiary, is primarily engaged in providing customized cross-border ocean freight solutions and airfreight
solutions. On July 1, 2024, the Company closed its initial public offering (“IPO”) of
As of September 30, 2025, the Company’s subsidiaries are as follows:
| Name | Date of Incorporation/ Acquisition | Jurisdiction of Formation | Percentage of direct/indirect Economic Ownership | Principal Activities | ||||||
| Parent Company | ||||||||||
| Lakeside Holding Limited | Parent | |||||||||
| Subsidiaries/companies with ownership | ||||||||||
| American Bear Logistics Corp. (“ABL Chicago”) | ||||||||||
| Sichuan Hupan Jincheng Enterprise Management Co., Ltd (“Sichuan Hupan”) | ||||||||||
| Hupan Pharmaceutical (Hubei) Co., Ltd (“Hupan Pharmaceutical”) | ||||||||||
Reorganization
A reorganization of the legal structure was completed on September 23, 2023 (“The Reorganization”). The Reorganization involved the incorporation of Lakeside Holding Limited and the transfer the shares of American Bear Logistics Corp (“ABL Chicago”) to the Company.
Prior to the Reorganization,
Mr. Henry Liu, the Chief Executive Officer (“CEO”), and Mr. Shuai Li, the President, each owned
As part of the series of
reorganization transactions to be completed before the offering, a
F-6
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION (cont.)
Reorganization (cont.)
Before and after the Reorganization, the Company, together with its subsidiaries, is effectively controlled by the same Controlling Group, and therefore the Reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying unaudited condensed consolidated financial statements in accordance with ASC 805-50-45-5.
On July 1, 2024, the Company
closed its IPO of
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation and principles of consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied. The accompanying unaudited condensed consolidated financial statements include the financial statements of Lakeside Holding Limited and its subsidiaries. All inter-company balances and transactions have been eliminated upon consolidation.
Use of estimates and assumptions
In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the unaudited condensed consolidated financial statements. Significant accounting estimates required to be made by management include allowance for credit losses, return liabilities, percentage of performance obligation completed at the reporting period, the measurements of convertible debts with accompanying warrants. The Company evaluates its estimates and assumptions on an ongoing basis and its estimates on historical experience, current and expected future conditions and various other assumptions that management believes are reasonable under the circumstances based on the information available to management at the time these estimates and assumptions are made. Actual results and outcomes may differ significantly from these estimates and assumptions.
Cash
Cash consists of unrestricted
balances held with banks and deposits at banks or other financial institutions, which are available for withdrawal or use and have original
maturities of three months or less. The Company maintains its bank accounts in the United States, which are insured by Federal Deposit
Insurance Corporation (“FDIC”) at a limit of $
As of September 30, 2025
and June 30, 2025, the Company had approximately $
F-7
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Accounts receivable, net
Accounts receivables are
carried at the original invoiced amount less an estimated allowance for expected credit losses based on the probability of future collection.
The Company reviews its accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the
collectability of individual balances. The Company grant credit to customers, without collateral, under normal payment terms. The Company
uses a loss rate method to estimate allowance for credit losses for accounts receivable from cross-border freights solutions and aging
schedule to estimate the allowance for credit losses for accounts receivable from distribution of pharmaceutical products respectively.
Loss-rate approach is based on the historical loss rates. The Company evaluates the expected credit loss of accounts receivable
based on customer financial condition and historical collection information adjusted for current market economic conditions and forecasts
of future economic performance when appropriate. For those past due balances over
Notes receivable, net
Notes receivable represents bank acceptance notes issued by financial institutions in the People’s Republic of China (“PRC”), typically received from customers as settlement for trade receivables. These notes are payable at a specified future date and are guaranteed by the issuing bank.
As of September 30, 2025
and June 30, 2025, the Company held notes receivable totaling $
Inventories, net
Inventories are stated at the lower of cost or net realizable value, using the first-in, first out (FIFO) method. Costs include the cost of pharmaceutical products. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories. Net realizable value is estimated using selling price in the normal course of business less any costs to complete and sell products. As of September 30, 2025 and June 30, 2025, the Company did not record any inventory provision.
Investment in other entity
The Company assesses its investment in ABL Wuhan and determines that no significant influence over investee existed, as defined in ASC 323-10-15-6, and therefore accounts for the investment used the measurement alternative under ASC 321-10-35-2. Under this approach, the investment is measured at cost, and adjusted for impairments, with changes recognized in net income. The investment in other entity that does not report net asset value is subject to qualitative assessment for indicators of impairments.
On August 4, 2023, ABL
Wuhan ceased to be the Company’s subsidiary and became the Company’s long-term investment. As of September 30, 2025
and June 30, 2025, the Company’s investment in ABL Wuhan amounted to $
F-8
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Property and equipment
Property and equipment are stated at cost less accumulated depreciation. The straight-line depreciation method is used to compute depreciation over the estimated useful lives of the assets, as follows:
| Useful life | ||
| Furniture and fixtures | ||
| Machinery equipment | ||
| Vehicles | ||
| Software | ||
| Leasehold improvement |
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in other income or expenses in the unaudited condensed consolidated statements of income (loss) and other comprehensive income (loss).
Intangible Assets, net
Intangible assets consist primarily of business license acquired from asset acquisition. It grants the Company the right of selling and distributing pharmaceutical products and solutions in mainland China.
Intangible assets are stated
at cost less accumulated amortization. The license is amortized using the straight-line method over the estimated useful economic life
of
Accounts payable
The account payables are
derived from logistics and forwarding service providers and from the pharmaceutical products supplier. Balances due to logistics service
providers are typically settled within
Impairment of long-lived asset
Long-lived assets, including plant, property and equipment and intangible asset, are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. The Company reviews the impairment of its right-of-use assets and intangible asset consistent with the approach applied for its other long-lived assets. impairment charge was recognized for the three months ended September 30, 2025 and 2024, respectively.
F-9
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Asset acquisition
When an acquisition is related to a single asset or a group of similar assets, or does not meet the definition of a business combination, as the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, we account for the acquisition as an asset acquisition. In an asset acquisition, any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. Deferred taxes are recorded on temporary book/tax differences in an asset acquisition using the simultaneous equations method and adjusted the assigned value of the non-monetary assets acquired to include the deferred tax liability (see Note 21).
Leases
The Company evaluates the contracts it entered into to determine whether such contracts contain leases at inception. A contract contains a lease if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. At commencement, contracts containing a lease are further evaluated for classification as an operating or finance lease where the Company is a lessee.
Operating Leases
A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lease as an operation lease. Operating leases are included in the line items right-of-use (ROU) asset, lease liabilities, current, and lease liabilities, non-current in the unaudited condensed consolidated balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. For operating leases, the Company measures its lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or its incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The Company measures ROU assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Company begins recognizing lease expense when the lessor makes the underlying asset available to the Company. Lease expenses for lease payments are recognized on a straight-line basis over the lease term.
For leases with lease term less than one year (short-term leases), the Company has elected not to recognize a lease liability or ROU asset on its unaudited condensed consolidated balance sheet. Instead, it recognizes the lease payments as expenses on a straight-line basis over the lease term. Short-term lease costs are immaterial to its unaudited condensed consolidated statements of operations and cash flows.
Finance leases
Leases that transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as finance leases as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. Lease cost for finance leases where the Company is the lessee includes the amortization of the ROU asset, which is amortized on a straight-line basis and recorded to “Depreciation of right-of-use finance asset” and interest expense on the finance lease liability, which is calculated using the interest method and recorded to “Interest expense”. Finance lease ROU assets are amortized over the shorter of their estimated useful lives or the terms of the respective leases. If the Company is reasonably certain to exercise the option to purchase the underlying asset at the end of lease term, the finance lease ROU assets are amortized to the end of useful life of the assets on a straight-line basis.
F-10
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Related parties
The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Fair value of financial instruments
ASC 820, “Fair Value Measurements” (ASC 820) and ASC 825, “Financial Instruments” (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
| Level 1 — | Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities | |
| Level 2 — | Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |
| Level 3 — | Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
The carrying value of cash, accounts receivable from third parties and related parties, due to shareholders, other receivables, other receivable from related parties, contract assets, loan receivable balance from a third party, loan receivable from related parties, accounts payable, convertible debts - current, loan payable to a related party, other payables and accrued expenses and other current liabilities approximate fair value due to their short-term nature. For lease liabilities, loan payable to a related party and loans payable, their carrying value approximate the fair value at the year-end, as the interest rates used to discount the host contracts approximate market rates. The Company noted no transfers between levels during any of the periods presented. The Company did not have any instruments that were measured at fair value on a recurring nor non-recurring basis as of September 30, 2025 and June 30, 2025.
Convertible debts
In accordance with ASC 470,
Debt (“ASC 470”) the Company records its
F-11
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Convertible debts (cont.)
Debt issuance costs
Direct and incremental costs and original issue discounts and premiums
incurred in connection with the issuance of long-term debt are deferred and amortized to interest expense using the effective interest
method or, if the amounts approximate the effective interest method, on a straight-line basis. All debt issuance costs are presented as
a direct reduction of debt on the unaudited condensed consolidated balance sheets. Approximately $
Common stock warrants
The Company evaluates common stock warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. The Company assesses whether common stock warrants are freestanding financial instruments and whether they meet the criteria to be classified in stockholders’ equity, or classified as a liability. Where common stock warrants do not meet the conditions to be classified in equity, the Company assesses whether they meet the definition of a liability under ASC 815.
Revenue recognition
The Company adopted ASC Topic 606 “Revenue from Contracts with Customers” and all subsequent ASUs that modified ASC 606. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:
Step 1: Identify the contract (s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
F-12
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Revenue recognition (cont.)
The Company generates revenue from providing cross-border ocean and airfreight solutions and distribution of pharmaceutical products. No practical expedients were used when adoption ASC606. Revenue recognition policies are as follows:
Revenue from cross-border freights solutions
The Company provides comprehensive services in the United States for customers to transport goods from overseas to the United States and from the United States to overseas. Operating under service contracts, for goods entering the United States, after the goods arrive at a U.S. seaports or airports, the Company offers customs clearance, container unloading, storage, unpacking, packing, and transportation services to the locations specified by the customers. For customers shipping goods overseas, the Company provides cargo space arrangements, storage, packing, export customs clearance, and arranges transportation to seaports or airports for loading.
The transaction price is determined based on the range of services provided and the volume of goods. The Company considers these comprehensive services as one performance obligation since these promises are not distinct within the context of the contract, and the bundle of integrated services represents a combined output. This performance obligation is satisfied over time as customers receive the benefits of these services during the process of transporting goods from one location to another.
For goods entering the United States, the Company determines that the performance period for revenue recognition is between the pickup date and the date of completing delivery. For customers shipping goods overseas with cargo space booking service, the Company determines that the performance period for revenue recognition is between the container or cargo space confirmed date and the date of arrival at destination. For customers shipping goods overseas without cargo space booking service, the Company determines that the performance period for revenue recognition is between pickup date and the date when the goods depart from airport or port. The performance period may be estimated if the date of completing delivery or the departure date or arrival date has not occurred by the reporting date. The Company has determined that revenue recognition over the time in transit provides a reasonable estimate of the transfer of services to its customers as it depicts the pattern of the Company’s performance under the contracts with its customers. Determining the performance period and the progress of the transportation as of the reporting date requires management’s estimation and judgement, which may impact the timing of revenue recognition.
For customers with goods entering the United States, we offer customs clearance, container unloading, storage, unpacking, packing, and transportation services to customer-specified locations after the goods arrive at a U.S. seaport or airport. For customers shipping goods overseas, we provide cargo space arrangement, storage, packing, export customs clearance, and transportation to the seaport or airport for loading. The performance obligation is satisfied over time as customers receive the benefits of these services during the process of transporting goods from one location to another. As a result, we recognize revenue over time. We believe that the methodology employed is comparable to that of other global logistics companies and offers faithful depiction of the services rendered to customers.
F-13
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Revenue recognition (cont.)
Revenue from distribution of pharmaceutical products
The Company generates revenue from the distribution of pharmaceutical and medical products. The Company orders products from the manufacturer, receives and carries the product at a designated warehouse, and delivers the product directly to its customers’ warehouses or designated locations. Revenue is recognized at a point in time when control of goods is transferred to the customers upon goods delivered to the customers and accepted by the customers.
Principal and agent considerations
In the Company’s transportation business, the Company utilizes independent contractors and third-party carriers and related party carriers in the performances of some transportation services as and when needed. U.S. GAAP requires us to evaluate, using a control model, whether the Company itself promises to provide services to the customers (as a principal) or to arrange for services to be provided by another party (as an agent). Based on the Company’s evaluation using a control model, the Company determined that in all of its major business activities, it serves as a principal rather than an agent within their revenue arrangements. Revenue and the associated purchased transportation costs are both reported on a gross basis within the unaudited condensed consolidated statements of income (loss) and comprehensive income (loss).
In the Company’s distribution of pharmaceutical products business, the Company determined that in all of its major business activities, it serves as a principal rather than an agent within their revenue arrangements under the fact that the Company controls the goods before they are transferred to customers, bears inventory risk, and has discretion in establishing pricing. As a principal, the Company recognizes revenue on a gross basis within the unaudited condensed consolidated statements of income (loss) and comprehensive income (loss).
Disaggregation of revenues
The Company disaggregates its revenue from types of services providing and the customer geographic of its customers, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors.
F-14
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Revenue recognition (cont.)
The Company’s disaggregation of revenues for three months ended September 30, 2025 and 2024 is disclosed as below:
By service/product type
For the three months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cross-border ocean freights solutions | $ | $ | ||||||
| Cross-border airfreights solutions | ||||||||
| Distribution of pharmaceutical products | ||||||||
| Total revenue | $ | $ | ||||||
For the three months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Timing of revenue recognition: | ||||||||
| Service transferred over time | $ | $ | ||||||
| Product sales at a point in time | ||||||||
| Total revenue | $ | $ | ||||||
By customer geographic location
For the three months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Asia-based customers | $ | $ | ||||||
| U.S.-based customers | ||||||||
| Total revenue | $ | $ | ||||||
Contract assets
Contract assets represent
estimated amounts for which the Company has the right to consideration for the services provided while a delivery is still in-transit
and has not yet invoiced the customer. The estimated contract asset is based on the estimated completion percentage of the performance
obligation. We believe that customers simultaneously benefit from the comprehensive services we provided. Upon completion of the performance
obligations, which can vary in duration based upon the method of transport and billing the customer, these amounts become classified
within accounts receivable. As of September 30, 2025 and June 30, 2025, the Company recorded contract assets of $
F-15
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Contract liabilities
Contract liabilities represent
estimated advances received from customers. The contract liabilities are reported in a net position on a customer-by-customer basis at
the end of each reporting period. Contract liabilities are recognized when the Company receives prepayment from customers resulting from
purchase order. Contract liabilities will be recognized as revenue when the products are delivered. As of September 30, 2025 and June
30, 2025, the Company recorded contract liabilities of $
Refund liabilities and right of returned assets
Refund liabilities
represent the estimated amount of consideration expected to be refunded to customers and are recorded at the time revenue is recognized.
Refund allowances are recorded as a reduction in sales with corresponding refund liabilities, and the estimated cost of refunded inventory
is recorded as a reduction to cost of sales and an increase of right of return assets. The estimate is based on historical refund patterns,
current trends, and contractual terms. If actual results differ from the estimates, the Company revises its estimated refund liabilities
accordingly. Each period end, the Company reviews and reassesses the adequacy of its recorded refund liabilities and adjusts the amount
as necessary. As of September 30, 2025 and June 30, 2025, the Company recorded refund liabilities of $
Cost of revenues
In the Company’s transportation business, cost of revenue primarily consists of the transportation and delivery costs, warehouse service charges, custom declaration and terminal charges, freight arrangement charges and other overhead cost allocation, which includes operating and financing lease-related costs, the depreciation expenses of property and equipment, and others miscellaneous items.
In the Company’s distribution of pharmaceutical products business, cost of revenues primarily consists of cost of products.
Selling expenses
Selling expenses primarily include salaries expense, advertising expense, software expense, and traveling expense of sales team engaged in developing potential customers and maintaining customer relationships and transportation cost for selling pharmaceutical products.
General and administrative expenses
General and administrative expenses primarily include salaries and staff benefits, repair and maintenance expense, depreciation on property and equipment, lease expenses of warehouses used for administrative purpose and office premises, travelling and entertainment, bank charges, legal and professional fees, insurance expenses and other office expenses.
F-16
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
401(k) benefit plan
401(k) benefit plan
covers substantially all employees and allows voluntary employee contributions up to the annually adjusted Inland Revenue Service (“IRS”)
dollar limit. These voluntary contributions are matched equal to
Employee defined contribution plan
Full-time employees of the
Company in the PRC participate in a government-mandated multi-employer defined contribution plan pursuant to which certain pension benefits,
medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to them. Chinese labor regulations
require that the Company make contributions to the government for these benefits based on government prescribed percentage of the employee’s
salaries. The Company has no legal obligation for the benefits beyond the contributions. The total amount was expensed as incurred. For
the three months ended September 30, 2025 and 2024, employee welfare contribution expenses amounted to approximately $
Value added tax (“VAT”)
Revenue represents the invoiced
value of goods and service, net of VAT. The VAT is based on gross sales price and VAT rates range up to
Rental income
The Company subleased portion
of its offices area, warehouse and parking lots to third parties and related parties. The Company recognizes rental income over the sublease
period. For the three months ended September 30, 2025 and 2024, the Company recognized rental income amounted to $
Income taxes
The Company’s U.S.
subsidiaries are subjected to U.S. federal income tax at
F-17
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Income taxes (cont.)
The Company’s PRC subsidiaries
are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the
applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof.
Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises and Foreign Investment Enterprises
(the “FIE”) are usually subject to
Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
The Company accounts for uncertain tax positions in accordance with FASB ASC Topic No. 740, Accounting for Uncertainty in Income Taxes. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. As of September 30, 2025 and June 30, 2025, the Company did not have a liability for unrecognized tax benefits. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. The Company’s historical tax years will remain open for examination by the local authorities until the statute of limitations has passed.
Statutory reserves
The Company’s PRC subsidiaries are required to allocate at least
Comprehensive income (loss)
Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies.
F-18
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Basic and diluted earnings (loss) per share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the three months ended September 30, 2025 and 2024, the Company reported a net loss. As a result, all potentially dilutive securities, including the convertible debenture, were excluded from the calculation of diluted loss per share because their inclusion would have been antidilutive.
Foreign currency transactions
Our reporting currency is the U.S. dollar. The functional currency of our operations, except for Sichuan Hupan and Hupan Pharmaceutical, is the U.S. dollar. The functional currency of Sichuan Hupan and Hupan Pharmaceutical is the RMB. The assets, liabilities, revenues, and expenses of Sichuan Hupan and Hupan Pharmaceutical are remeasured in accordance with ASC 830. For the three months ended September 30, 2025, assets and liabilities of Sichuan Hupan and Hupan Pharmaceutical are translated into U.S. dollars based upon exchange rates prevailing at the end of the year. Revenues and expenses of Sichuan Hupan and Hupan Pharmaceutical are translated at average exchange rates during the reporting period. The resulting translation adjustment is included in accumulated other comprehensive loss.
The following table outlines the currency exchange rates that were used in creating the unaudited condensed consolidated financial statements in this report:
| September 30, 2025 | ||
| Balance sheet items, except for equity accounts | US$ | |
| Items in the statements of income and cash flows | US$ |
| September 30, 2024 | ||
| Balance sheet items, except for equity accounts | US$ | |
| Items in the statements of income and cash flows | US$ |
Commitments and contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingency liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
F-19
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Concentrations and risks
a. Concentration of credit risk
The Company estimates credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash, accounts receivable, contract assets, other receivable, other receivable from related parties, loan receivable balance from a third party and loans receivable from related parties. The Company has designed their credit policies with an objective to minimize their exposure to credit risk.
The maximum exposure of such
assets to credit risk is their carrying amounts at the balance sheet dates. The Company maintains majority of bank accounts in mainland
China, where there is a RMB
The Company also has the
bank accounts at financial institutions in the United States, where there is $
The Company has adopted a credit policy of dealing with creditworthy counterparties to mitigate the credit risk from defaults. The management team conducts credit evaluations of its customers, and generally does not require collateral or other security from them. The Company establishes an accounting policy to provide for allowance for credit loss based on the individual customer’s financial condition, credit history, and the future economic conditions. Other receivable and loan receivable from related parties are monitored on an ongoing basis with the result that the Company’s exposure to impairment is not significant. As of September 30, 2025 and June 30, 2025, none of the Company’s other receivable and loan receivable from related parties are impaired.
b. Foreign exchange risk
Our subsidiaries in PRC have functional currency in RMB. PRC subsidiaries’ expense transactions are denominated in RMB and their assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. The value of the Chinese Yuan against the U.S. dollar is affected by the changes in China and United States economic conditions. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk. Also, considering the volume of its business, the impact of foreign exchange risk is limited.
c. Interest rate risk
The interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Our exposure to interest rate risk primarily relates to the interest rates from our lessors, convertible debenture and our private lenders. The shareholder loans bear no interest. We have not been exposed to material risks due to the fact that our leasing obligations’ interest rate and the private loan’s interest are fixed at commence date of the leases and loans and we have not used any derivative financial instruments to manage our interest risk exposure. However, we cannot provide assurance that we will not be exposed to material risks due to changes in market interest rate in the future.
F-20
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Concentrations and risks (cont.)
d. Liquidity risk
Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. Our objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet our liquidity requirements at any point in time. The Company monitors and analyzes its cash flow position, its ability to generate sufficient revenue sources in the future and its operating and capital expenditure commitments. The Company typically funds the working capital needed primarily from operations, loans, shareholder advances to the Company, as well as the external financing activities.
e. Significant customers and suppliers
The Company had two third-party and no related-party customer generated over 10% of the Company’s total revenue for the three months ended September 30, 2025. The Company had two third-party customers and no related-party customer generated over 10% of the Company’s accounts receivable as of September 30, 2025.
The Company had two third-party customers and one related-party customer generated over 10% of the Company’s total revenue for the three months ended September 30, 2024. The Company had three third-parties and no related-party customer customers generated over 10% of the Company’s accounts receivable as of June 30, 2025.
The Company had one third-party supplier and no related-party supplier represented over 10% of the Company’s cost of revenue for the three months ended September 30, 2025. The Company had one third-party supplier and no related-party supplier represented over 10% of the Company’s accounts payable as of September 30, 2025.
The Company had no third-party supplier and no related-party supplier represented over 10% of the Company’s cost of revenue for the three months ended September 30, 2024. The Company had one third-party supplier and no related-party supplier represented over 10% of the Company’s accounts payable as of June 30, 2025.
Recent accounting pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Derivatives and Hedging (Topic 815), or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The guidance also requires the if-converted method to be applied for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. Adoption of the standard requires using either a retrospective or a retrospective approach. The Company has adopted ASU 2020-06 using the retrospective approach during the three months ended September 30,2025.
F-21
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Recent accounting pronouncements (cont.)
In April 2024, the Company adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which improves reportable segment disclosure requirements. The amendments require the disclosure of (1) significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss; (2) an amount for other segment items by reportable segment and a description of its composition; and (3) the title and position of the CODM and an explanation of how the CODM uses the reported measure(s). The amendments also provide disclosure requirements for interim periods and entities that have a single reportable segment. Details of segment reporting are set out in Note 2 and Note 19.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which improves income tax disclosures. The amendments require the disclosure of specific categories in rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The amendments also require disaggregated information about the amount of income taxes paid (net of refunds received), Income (or loss) from continuing operations before income tax expense (or benefit) and Income tax expense (or benefit) from continuing operations. The new guidance is required to be applied either prospectively or retrospectively. This guidance is effective for the Company for the year ending June 30, 2026. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance.
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” and issued subsequent amendment within ASU 2025-01. The amendments require disaggregation disclosure for certain expense captions presented on the face of income statement, as well as additional disclosure about selling expenses. This guidance is effective for the Company for the year ending June 30, 2028 and interim reporting periods during the year ending December 31, 2029. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance on its disclosures.
In November 2024, the FASB issued ASU 2024-04, “Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments,” which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments also clarify some specific applications of induced conversion guidance and that the guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. The new guidance is required to be applied either prospectively or retrospectively. This guidance is effective for the Company for the year ending June 30, 2027. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance.
In May 2025, the FASB issued ASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity,” which requires an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider specific factors to determine the accounting acquirer and removes the requirement that the primary beneficiary always is the acquirer for certain transactions. Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The amendments do not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance is required to be applied prospectively to any acquisition transaction that occurs after the initial application date. This guidance is effective for the Company for the year ending June 30, 2028. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance.
F-22
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Recent accounting pronouncements (cont.)
In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Scope Refinements. This update clarifies the application of derivative accounting to certain contracts and refines the guidance for share-based noncash consideration received from customers. Specifically, ASU 2025-07 introduces a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one party. It also clarifies that share-based noncash consideration from a customer should initially be accounted for under Topic 606 until the right to receive or retain such consideration becomes unconditional, at which point financial instruments guidance may apply. The amendments are effective for the Company for the year ending June 30, 2028, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-07 on its unaudited condensed consolidated financial statements and related disclosures.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of income (loss) and comprehensive income (loss) and statements of cash flows.
NOTE 3 — ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consists of the following:
| September 30, 2025 | June 30, 2025 | |||||||
| Accounts receivable – third-party customers | $ | $ | ||||||
| Less: allowance for credit loss – third-party customers | ( | ) | ( | ) | ||||
| Accounts receivable from third-party customers, net | $ | $ | ||||||
| Accounts receivable – related party customers | $ | $ | ||||||
| Less: allowance for credit loss – related party customers | ||||||||
| Total accounts receivable, net | $ | $ | ||||||
Approximately $
Approximately $
F-23
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3 — ACCOUNTS RECEIVABLE, NET (cont.)
The movement of allowance for credit loss for the three months ended September 30, 2025 and the year ended June 30, 2025 is as follows:
| September 30, 2025 | June 30, 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Provision of expected credit loss allowance | ||||||||
| Effect of foreign exchange translation | ||||||||
| Ending balance | $ | $ | ||||||
The Company recorded addition
of allowance for credit loss of $
NOTE 4 — INVENTORIES, NET
Inventories, net consists of the following:
| September 30, 2025 | June 30, 2025 | |||||||
| Finished goods | $ | $ | ||||||
| Less: inventory allowance | ||||||||
| Inventories, net | $ | $ | ||||||
The Company recorded inventory allowance of $ for the three months ended September 30, 2025.
NOTE 5 — LOAN TO A THIRD PARTY
On October 8, 2024, the Company
entered into a loan agreement with a third party for a principal amount up to $
NOTE 6 — PREPAYMENT, DEPOSIT AND OTHER RECEIVABLE – THIRD PARTY
| September 30, 2025 | June 30, 2025 | |||||||
| Prepayment and other deposits (a) | $ | $ | ||||||
| Rent deposits | ||||||||
| Advance to suppliers (b) | ||||||||
| Ending balance | ||||||||
| Less: non-current portion | ( | ) | ( | ) | ||||
| Current portion | $ | $ | ||||||
(a)
(b)
F-24
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 7 — PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:
September
30, | June 30, 2025 | |||||||
| Furniture and Fixtures | $ | $ | ||||||
| Machinery equipment | ||||||||
| Vehicles | ||||||||
| Software | ||||||||
| Leasehold improvement | ||||||||
| Subtotal | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation expense recorded
in general and administrative expense was $
NOTE 8 — INTANGIBLE ASSETS, NET
Net intangible assets consists of the following:
September
30, | June 30, 2025 | |||||||
| License | $ | $ | ||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Intangible asset, net | $ | $ | ||||||
On November 5, 2024, the
Company purchased a license of pharmaceutical distribution in Mainland China through its acquisition of
NOTE 9 — LEASES
The Company has multiple lease agreements for warehouses, warehouse machinery and equipment and offices. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
F-25
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 9 — LEASES (cont.)
Total operating lease expenses
on offices, warehouses, and warehouse equipment for the three months ended September 30, 2025 and 2024 were $
Total finance lease expenses
on warehouse machinery and equipment for the three months ended September 30, 2025 and 2024 were $
The following table includes supplemental cash flow and non-cash information related to leases:
| For the three months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash paid of amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from operating leases | $ | $ | ||||||
| Operating cash flows from finance leases | $ | $ | ||||||
| Financing cash flows from finance leases | $ | $ | ||||||
| Right-of-use assets obtained in exchange for lease obligations: | ||||||||
| Operating lease liabilities | $ | $ | ||||||
The weighted average remaining lease terms and discount rates for all of operating lease and finance leases is as follows:
September 30, 2025 | June 30, 2025 | |||||||
| Weighted-average remaining lease term (years): | ||||||||
| Operating lease | ||||||||
| Finance lease | ||||||||
| Weighted average discount rate: | ||||||||
| Operating lease | % | % | ||||||
| Finance lease | % | % | ||||||
F-26
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 9 — LEASES (cont.)
The following is a schedule of maturities of operating and finance lease liabilities as of September 30, 2025:
Operating leases
| Twelve months ending September 30, | Repayment | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total future minimum lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total operating lease liabilities | $ | |||
Financing leases
| Twelve months ending September 30, | Repayment | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total future minimum lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total finance lease liabilities | $ | |||
NOTE 10 — ACCRUED LIABILITIES AND OTHER PAYABLES
Accrued liabilities and other payables comprise the following amounts relating to the operation of the Company
| September 30, 2025 | June 30, 2025 | |||||||
| Credit card payables | $ | $ | ||||||
| Payroll liabilities | ||||||||
| Accrued expense | ||||||||
| Other payables | ||||||||
| Total | $ | $ | ||||||
F-27
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 11 — LOANS PAYABLE
The Company obtained multiple loans to finance the purchase of vehicles and warehouse machinery and obtained other loans to support its working capital needs.
The loan balance consists of the following:
| September 30, 2025 | June 30, 2025 | |||||||
| Equipment loans (a) | $ | $ | ||||||
| Vehicle loans (b) | ||||||||
| Other loans | ||||||||
| Total | ||||||||
| Less: loan payable, current | ( | ) | ( | ) | ||||
| Loan payable, non-current | $ | $ | ||||||
(a) Equipment loans
The Company made the total
principal repayments of $
(b) Vehicle loans
During the three months ended
September 30, 2025, the Company entered into a new vehicle loan with Webank for a principal amount of $
The Company made the total
principal repayments of $
F-28
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 11 — LOANS PAYABLE (cont.)
Other loans
| September 30, 2025 | June 30, 2025 | |||||||
| Loan A | $ | $ | ||||||
| Loan B | ||||||||
| Loan C | ||||||||
| Loan D | ||||||||
| Loan E | ||||||||
| Loan F | ||||||||
| Loan G | ||||||||
| Loan H | ||||||||
| Loan I | ||||||||
| Loan J | ||||||||
| Loan K | ||||||||
| Loan L | ||||||||
| Loan M | ||||||||
| Loan N | ||||||||
| Loan O | ||||||||
| Loan P | ||||||||
| Loan Q | ||||||||
| Loan R | ||||||||
| Total | $ | $ | ||||||
| (a) |
| (b) |
| (c) | The Company entered a loan agreement of $ |
On October 26, 2022, both parties agreed to extend the loan term to on demand.
F-29
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 11 — LOANS PAYABLE (cont.)
Other loans (cont.)
| (d) | The Company entered a loan agreement of $ |
On April 10, 2024, the Company entered
another loan agreement of $
The Company did not make repayment
during the three months ended September 30, 2025. Both parties agreed to extend the remaining principal balance of $
| (e) | |
| (f) | |
| (g) | |
| (h) | |
| (i) | The Company entered a loan of $
On August 11, 2025, the Company refinanced its existing loan, increasing the principal amount to $ |
| (j) | |
| (k) | |
| (l) | The Company entered a loan of $
The Company entered a new loan of $ |
F-30
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 11 — LOANS PAYABLE (cont.)
Other loans (cont.)
| (m) | |
| (n) | |
| (o) | |
| (p) | |
| (q) | |
| (r) |
The Company made the total
principal repayments of $
The repayment schedule for the Company’s loans is as follows:
| Twelve months ending September 30, | Vehicle loans |
Equipment loans |
Others | Total | ||||||||||||
| 2026 | $ | $ | $ | $ | ||||||||||||
| 2027 | ||||||||||||||||
| 2028 | ||||||||||||||||
| 2029 | ||||||||||||||||
| 2030 | ||||||||||||||||
| Total undiscounted borrowings | ||||||||||||||||
| Less: imputed interest | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total | $ | $ | $ | $ | ||||||||||||
NOTE 12 — LOAN FROM A RELATED PARTY
On March 1, 2025, the Company
entered into a loan agreement with a related party – ABL Shenzhen (see Note 15)
for a principal amount up to $
F-31
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 13 — CONVERTIBLE DEBTS
On March 5, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Investor”).
Under the Securities Purchase
Agreement, the Company agreed to issue
Pursuant to the Securities
Purchase Agreement, the Company agreed to issue, upon the consummation of the closing of each tranche, common stock purchase warrants
(“Warrants”) to the Investor, in each case to purchase a number of shares of common stock determined by dividing
The Note does not bear any
interest absent an Event of Default (as defined in the Note) and matures on June 5, 2026. Commencing on the earlier of (i) the 60-day
anniversary after the date hereof and (ii) the date on which the first Resale Registration Statement shall have been declared effective
by the Commission, the Company is required to pay to the Investor the outstanding principal balance under the Note in monthly installments,
on such date and each one (1) month anniversary thereof, in an amount equal to
On April 22, 2025, the Second
Closing of the First Tranche was consummated. The Company issued Investor Warrants to purchase
F-32
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 13 — CONVERTIBLE DEBTS (cont.)
The Company evaluated the Note with conversion features and the detachable warrant under the guidance of ASC 470-20, “Debt with Conversion and Other Options, as amended by ASU 2020-06” and ASC 815, “Derivatives and Hedging.” The Company determined that the warrant met the criteria for equity classification under ASC 815-40. Accordingly, the relative fair value of the warrant was recorded as a component of additional paid-in capital on the issuance date.
The Company determined that embedded derivative meets the definition of derivative instruments under ASC 815, Derivatives and Hedging. Following the adoption of ASU 2020-06, the Notes are recorded as a single unit within liabilities in the unaudited condensed consolidated balance sheets as the conversion features within the Notes are not derivatives that require bifurcation and the Notes do not involve a substantial premium.
The Company accounted for the host debt as a liability recorded at amortized cost under ASC 470-10, net of issuance costs and any discount that allocated to debt component.
The debt discount and issuance cost will be amortized to interest expense over the term of the Note using the effective interest method.
The Company recorded $
The Company recorded $
The relative fair value of
warrants of first closing of the first tranche was estimated using the Black-Scholes pricing model with the following weighted-average
assumptions: market value of underlying share of $
The relative fair value of
warrants of second closing of the first tranche was estimated using the Black-Scholes pricing model with the following weighted-average
assumptions: market value of underlying share of $
The Company applied the relative fair value method to allocate the proceeds from the issuance of convertible debt. The Note’s original issue discount and incurred total issuance costs were allocated to the note payable and warrants on the relative fair value basis in accordance with ASC 835-30 and ASC 470-20. The debt discount and issuance cost allocated to the loan component will be amortized to interest expense over the term of the Convertible Debts using the effective interest method.
F-33
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 13 — CONVERTIBLE DEBTS (cont.)
The initial purchaser’s
discount and debt issuance costs primarily consisted of underwriting fees, lawyers fee, investor legal fee, auditor fee and SEC registration
fee.
| Amount | Equity Component | Debt Component | ||||||||||
| Initial purchaser’s debt discount | $ | |||||||||||
| Debt issuance cost | ||||||||||||
| Total | $ | |||||||||||
The portion allocated to
debt component is amortized to interest expense using the effective interest method over the effected life of the Notes, or approximately
During the three months ended September 30, 2025, the holder of the Company’s convertible notes converted portions of the outstanding principal balance into shares of the Company’s common stock pursuant to the original terms of the respective note agreements.
The conversions occurred on multiple dates throughout the period and
resulted in the issuance of an aggregate of
The conversions were accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options, as conversions under the original terms of the agreements. Accordingly, the carrying amount of the debt, including any unamortized discount, was reclassified to equity upon conversion, and no gain or loss was recognized.
As of September 30, 2025,
the Company had $
| September 30, 2025 | June 30, 2025 | |||||||
| Long term debt | ||||||||
| Outstanding principal | $ | $ | ||||||
| Unamortized Initial Purchaser’s debt discount and debt issuance cost | ( | ) | ( | ) | ||||
| Accrued interest | ||||||||
| Net carrying amount | $ | $ | ||||||
| Convertible debts, current | $ | $ | ||||||
| Convertible debts, non-current | ||||||||
| Total | $ | $ | ||||||
The Company recognized interest expense of $
F-34
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 14 — GENERAL AND ADMINISTRATIVE EXPENSES
For
the three months ended | ||||||||
| 2025 | 2024 | |||||||
| Payroll expense | $ | $ | ||||||
| Staff benefit expense | ||||||||
| Professional expense | ||||||||
| Travelling and entertainment | ||||||||
| Office expense | ||||||||
| Lease expense | ||||||||
| Insurance | ||||||||
| Other expense | ||||||||
| Repair and maintenance | ||||||||
| Depreciation on plant property and equipment | ||||||||
| Advertising | ||||||||
| Motor expense | ||||||||
| Bank charges | ||||||||
| Amortization on intangible assets | ||||||||
| Total | $ | $ | ||||||
NOTE 15 — RELATED PARTY TRANSACTIONS
The relationship of related parties is summarized as follows:
| Name of Related Party | Relationship with the Company | |
| Mr. Henry Liu | ||
| Mr. Shuai Li | ||
| Weship Transport Inc. (“Weship”) | ||
| American Bear Logistics (Wuhan) Co., Ltd. (“ABL Wuhan”) | ||
| American Bear Logistics (Shenzhen) Co., Ltd. (“ABL Shenzhen”) | ||
| LLL Intermodal Inc. (“Intermodal”) | ||
| ABL LAX LLC. (“ABL LAX”) | ||
| ABWL Group |
F-35
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 15 — RELATED PARTY TRANSACTIONS (cont.)
a) Other receivable from related parties
Other receivable from related parties consists of balances with the parties listed below, arising from interest receivable, storage income, rental income, contractor salaries charged by related parties, other expenses paid on their behalf:
| September 30, 2025 | June 30, 2025 | |||||||
| Other receivable from Weship | $ | |||||||
| Other receivable from Intermodal | ||||||||
| Other receivable from ABL LAX | ||||||||
| Other receivable from ABWL Group | ||||||||
| Other payable to ABL Shenzhen | ( | ) | ( | ) | ||||
| Total | $ | |||||||
The Company has fully collected receivable from ABWL Group, and collected
approximately $
b)
| September 30, 2025 | June 30, 2025 | |||||||
| Account payable to Weship | $ | |||||||
| Account payable to ABL Wuhan | ||||||||
| Account payable to Intermodal | ||||||||
| Total | $ | |||||||
c)
| September 30, 2025 | June 30, 2025 | |||||||
| Accounts receivable from Weship | $ | |||||||
| Accounts receivable from ABL Shenzhen | ||||||||
| Accounts receivable from ABL LAX | ||||||||
| Accounts receivable from ABL Wuhan | ||||||||
| Total | $ | |||||||
Approximately $
F-36
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 15 — RELATED PARTY TRANSACTIONS (cont.)
d)
| September 30, 2025 | June 30, 2025 | |||||||
| Loan receivable from Weship | $ | |||||||
| Loan receivable from ABL LAX | ||||||||
| Total | $ | |||||||
The Company entered into
a loan agreement with related parties to support working capital needs. The loan bears interest at an annual rate of
e) Other payable to related parties
| September 30, 2025 | June 30, 2025 | |||||||
| Other payable to ABL Wuhan | $ | ) | $ | |||||
f) Summary of related parties’ transactions
| For the three months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue from Weship (a) | $ | $ | ||||||
| Revenue from ABL Wuhan (a) | $ | $ | ||||||
| Revenue from ABL Shenzhen (a) | $ | $ | ||||||
| Revenue from ABL LAX | $ | $ | ||||||
| Cost of revenue charged by Weship (b) | $ | $ | ||||||
| Rental income from Weship (c) | $ | $ | ||||||
| Rental income from Intermodal (d) | $ | $ | ||||||
| Cost of revenue charged by Intermodal (e) | $ | $ | ||||||
| Cost of revenue charged by ABL Wuhan (f) | $ | $ | ||||||
| Interest expense charge by ABL Shenzhen (see Note 12) | $ | $ | ||||||
During the three months ended September 30, 2025 and 2024, the Company had the following transactions with its related parties — Weship, ABL Wuhan, ABL Shenzhen, ABL LAX and Intermodal
| (a) |
| (b) |
| (c) |
| (d) | |
| (e) |
| (f) |
F-37
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 15 — RELATED PARTY TRANSACTIONS (cont.)
f)
| September 30, 2025 | June 30, 2025 | |||||||
| Due to shareholders, beginning | $ | $ | ||||||
| Addition | ||||||||
| Due to shareholders, end | $ | $ | ||||||
The balance with the shareholders
is unsecured, interest free, and due on demand. The Company had balance of due to shareholder Henry Liu of $
g)
For the three months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Mr. Henry Liu | $ | |||||||
| Mr. Shuai Li | ||||||||
| Total | $ | |||||||
NOTE 16 — TAXES
Corporate Income Taxes
Before the Reorganization,
the Company was elected to be taxed as an “S Corporation” under the provisions of the Internal Revenue Code and comparable
state income tax law. As an S Corporation, the Company is not subject to Federal income tax and Illinois State tax. Taxable income “pass
through” to the personal tax returns of the owners. However, Illinois allows subchapter S corporations to elect to pay the Pass-through Entity
(“PTE”) tax at entity level for tax years ending on or after December 31, 2021 and beginning prior to January 1,
2026. The PTE tax rate is equal to
The Company terminated its
status as a Subchapter S Corporation as of September 23, 2023, in connection with its Reorganization. As a C Corporation, the Company
combined statutory income tax rate is
Under the PRC Enterprise
Income Tax Law (the “EIT Law”), the standard enterprise income tax rate for domestic enterprises and foreign invested enterprises
is
F-38
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 16 — TAXES (cont.)
Corporate Income Taxes (cont.)
In conjunction with the termination
of the Subchapter S corporation status, the C Corporation deferred tax assets and liabilities were estimated for future tax consequences
attributable to difference between the financial statement carrying amounts of the Company’s existing assets and liabilities and
their respective tax bases. The deferred tax assets and liabilities were measured using tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of the change in tax rates resulting from becoming a C Corporation was recognized as a $
As of September 30, 2025 and June 30, 2025, the Company did not have an accrued liability for uncertain tax positions and does not anticipate recognition of any significant liabilities for uncertain tax positions during the next 12 months. For the period ended September 30, 2025 and 2024, no amounts were incurred for income tax uncertainties or interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company’s tax years since its formation remain subject to possible income tax examination by its major taxing authorities for all periods.
The provision for income tax for the three months ended September 30, 2025 and 2024 consists of the following:
| For the three months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Current income tax expense | $ | |||||||
| Deferred income tax recovery | ( | ) | ||||||
| Total income tax expense | $ | |||||||
The following table reconciles the statutory tax rate to the Company’s effective tax the three months ended September 30, 2025 and 2024:
For the three months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Loss before tax | $ | ( | ) | ( | ) | |||
| Statutory state tax rate | % | % | ||||||
| Income tax recovery at the federal statutory rate | ( | ) | ( | ) | ||||
| Illinois state tax/PET tax recovery | ( | ) | ( | ) | ||||
| Illinois replacement tax recovery | ( | ) | ( | ) | ||||
| Non-deductible expense | ||||||||
| Federal income tax | — | |||||||
| Change in valuation allowance | ||||||||
| Foreign tax rate differential | ( | ) | ||||||
| Total income tax expense | $ | |||||||
F-39
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 16 — TAXES (cont.)
Corporate Income Taxes (cont.)
The Company’s deferred tax assets and liabilities consist of the following:
| September 30, 2025 | June 30, 2025 | |||||||
| Deferred tax assets: | ||||||||
| Allowance for credit loss | $ | $ | ||||||
| Lease liability – operating | ||||||||
| Lease liability – financing | ||||||||
| Non-capital loss carried forward | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets | $ | $ | ||||||
| Deferred tax liabilities: | ||||||||
| Right of use assets – operating | $ | ( | ) | $ | ( | ) | ||
| Right of use assets – financing | ( | ) | ( | ) | ||||
| Intangible asset – license | ( | ) | ( | ) | ||||
| Total deferred tax liabilities | ( | ) | ( | ) | ||||
| Deferred tax (liability) assets, net | $ | ( | ) | $ | ( | ) | ||
As of September 30, 2025 and June 30, 2025, the accumulated tax losses
of subsidiaries incorporated in the U.S. of approximately $
NOTE 17 — STOCKHOLDERS’ EQUITY
Common Stocks
The Company was incorporated
under the laws of the State of Nevada on August 28, 2023. In accordance with the Company’s Articles of Incorporation, the
Company is authorized to issue
On October 25, 2023,
the Company amended its Articles of Incorporation to increase its number of authorized common stocks from
On March 29, 2024, a
On July 1, 2024, the Company
closed its IPO of
F-40
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 17 — STOCKHOLDERS’ EQUITY (cont.)
Common Stocks (cont.)
Private offering
On June 24, 2025, the Company
entered into a Securities Purchase Agreement with certain investors for the issuance and sale of an aggregate of
On July 16, 2025, the Company
entered into Securities Purchase Agreements with certain investors for the issuance and sale of an aggregate of
On August 4, 2025, the Company
entered into Securities Purchase Agreements with certain investors for the issuance and sale of an aggregate of
Convertible debts conversion
During the three months ended September 30, 2025, holders of the Company’s
convertible notes elected to convert an aggregate principal amount of $
Common Shares Issued for Service
On July 4, 2025, the Company
signed a consulting agreement (the “Consulting Agreement”) with FirsTrust China Ltd. (“FirsTrust”) to provide
professional consulting and advisory services to the Company for twelve months from July 7, 2025 in exchange for
On July 4, 2025, the Company
entered into a consulting agreement (the “Consulting Agreement”) with SNC Investment Group Limited (“SNC”), under
which SNC will provide strategic planning and corporate communication services to the Company for a twelve-month period beginning August
7, 2025. As compensation for these services, the Company agreed to issue
On July 21, 2025, the Company entered into a consulting agreement (the
“Consulting Agreement”) with China PINX International Investment Group Limited (“China PINX”) to provide merger
and acquisition consulting and other related service to the Company for a twelve-month period beginning July 21, 2025. Upon signing the
agreement, the Company issued
On August 1, 2025, the Company
entered into a consulting agreement (the “Consulting Agreement”) with Jolly Good River Group Limited (“Jolly”)
to provide strategic consulting services to the Company for a twelve-month period beginning August 1, 2025. As compensation for these
services, the Company agreed to issue
For the three months ended
September 30, 2025, the Company issued
As of September 30, 2025 and June 30, 2025,
F-41
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 17 — STOCKHOLDERS’ EQUITY (cont.)
Representative’s Warrants
Pursuant to the Underwriting
Agreement, the Company issued to the Representative and its designee warrants (the “Representative’s Warrants”) to
purchase
Management determined that
these warrants meet the requirements for equity classification under ASC 815-40 because they are indexed to their own shares and meet
the requirements for equity classification. The warrants were recorded at their fair value on the date of grant as a component of shareholders’
equity. The fair value of these warrants was $
As of September 30, 2025,
Common stock purchase warrants
Pursuant to the Securities Purchase Agreement, the Company agreed to issue, upon the consummation of the closing of each tranche, common stock purchase warrants (“Warrants”) to the Investor (see Note 13).
As of September 30, 2025,
As of September 30, 2025,
Statutory reserves
The Company is required to make appropriations to certain reserve funds,
comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance
with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are
required to be at least
F-42
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 18 — LOSS PER SHARE
For the three months ended September 30, 2025 and 2024, all potentially dilutive securities, including the convertible debenture and warrants, were excluded from the calculation of diluted loss per share because the Company was in a loss position. Their inclusion would have been antidilutive
For the three months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net loss attributable to the Company | $ | ( | ) | ( | ) | |||
| Weighted average number of common shares outstanding – Basic and Diluted | ||||||||
| Loss per share – Basic and Diluted | $ | ( | ) | ( | ) | |||
NOTE 19 — SEGMENT REPORTING
The Company follows Financial Accounting Standards Board (FASB”) Accounting Standards codification “ASC”) Topic 280, Segment Reporting, as amended by Accounting Standards Update (“ASU”) No.2023-07. Segment Reporting Topic 280: Improvements to Reportable Segment Disclosures, the Company continually monitors the reportable segments for changes in fact and circumstances to determine whether changes in the identification or aggregation of operating segments are necessary. An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources and assess performance of the segment.
Based on internal management
reporting and assessment, the Company concludes that it has
The summary of key information by segments for the three months ended September 30, 2025 was as follows:
| Cross-border freight solutions (U.S.) | Pharmaceutical distribution (China) | Holding | Total for year ended September 30, 2025 | |||||||||||||
| Revenue from external customers | $ | |||||||||||||||
| Revenue from related parties | $ | |||||||||||||||
| Cost of revenue | $ | |||||||||||||||
| Gross profit | $ | |||||||||||||||
| Selling expense | $ | |||||||||||||||
| General and administrative expense | $ | |||||||||||||||
| Depreciation & amortization | $ | |||||||||||||||
| Income tax provision (credit) | $ | - | ( | ) | ||||||||||||
| Long-lived assets | $ | |||||||||||||||
| Segment assets | $ | |||||||||||||||
| Segment profit (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
F-43
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 20 — COMMITMENTS AND CONTINGENCIES
Contractual Commitments
As of September 30, 2025, the Company’s contractual obligations consist of the following:
| Contractual Obligations | Total | Less than 1 year | 1 – 3 years | 3 – 5 years | More than 5 years | |||||||||||||||
| Operating lease obligations | $ | $ | ||||||||||||||||||
| Finance lease obligations | ||||||||||||||||||||
| Vehicle loans | ||||||||||||||||||||
| Equipment loans | ||||||||||||||||||||
| Other loans | ||||||||||||||||||||
| Convertible debts | ||||||||||||||||||||
| Loan payable to a related party | ||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
Contingencies
The Company may be involved in certain legal proceedings, claims and disputes arising from the commercial operations, which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the Company can give no assurances about the resolution of pending claims, litigation or other disputes and the effect such outcomes may have on the Company, the Company believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided or covered by insurance, will not have a material adverse effect on the Company’s unaudited consolidated financial position or results of operations or liquidity as of September 30, 2025.
NOTE 21 — ASSETS ACQUISITION
Hupan Pharmaceutical (Hubei) Co., Ltd acquisition
On November 5, 2024, the
Company entered into an equity transfer agreement (the “Equity Transfer Agreement”) with Hubei Haoyaoshi Zhenghe Pharmacy
Chain Co., Ltd and Hubei Huayao Pharmaceutical Co., Ltd to acquire
Pursuant to the Equity Transfer
Agreement, Sichuan Hupan will acquire the entirety of the equity interests that Hubei Haoyaoshi Zhenghe Pharmacy Chain Co., Ltd and Hubei
Huayao Pharmaceutical Co., Ltd. hold in Hupan Pharmaceutical, for a total consideration of RMB
The acquisition was accounted
for as an asset acquisition because the acquisition was related to the pharmaceutical distribution license, a single asset. The acquisition
was closed on November 21, 2024.
| Amount | ||||
| Total consideration in cash | $ | |||
| Assets acquired and liabilities assumed: | ||||
| Cash acquired | ||||
| Original paid in capital paid to Hupan Pharmaceutical | ||||
| Intangible assets – license of pharmaceutical distribution | ||||
| Other payables | ( | ) | ||
| Deferred tax liabilities | ( | ) | ||
| Total assets acquired | $ | |||
The Company recorded impairment of intangible assets of for the three months ended September 30, 2025.
F-44
LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 22 — SUBSEQUENT EVENTS
The Company evaluated all events and transactions that occurred after September 30, 2025 up through the date the unaudited condensed consolidated financial statements were issued, and unless disclosed below, there are not any material subsequent events that require disclosure in these unaudited condensed consolidated financial statements.
On October 16, 2025, the Company’s Board of Directors unanimously approved the following matters, each of which is subject to approval by the Company’s stockholders at a Special Meeting to be held after the reporting date of these financial statements:
Amendments to the Articles of Incorporation and Bylaws
| i. | To increase in Authorized Common Stock from |
| ii. | To authorize of Preferred Stock: Creation of |
| iii. | To effect a name change of the Company; |
| iv. | To reduce the voting thresholds required for stockholder proposals |
| v. | To reduce stockholder meeting quorum requirement and informal action requirement under Company’s Bylaws (the “Bylaws”) |
2025 Equity Incentive Plan
Subsequent
to the balance sheet date, the Board approved the Company’s 2025 Long-Term Incentive Plan, subject to stockholder approval. The
plan authorizes up to
Treasury Reserve Strategy
The
strategy would allow the Company to use Bitcoin and Ethereum as primary treasury reserve assets, with holdings of each cryptocurrency
limited to no more than
Capital Raising Authorization
The
Board approves the Company to issue
F-45
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. All amounts included herein with respect to the three months ended September 30, 2025 and 2024 are derived from our audited consolidated financial statements included elsewhere in this Report. Our financial statements have been prepared in accordance with the U.S. GAAP.
Overview
We are a U.S.-based integrated cross-border supply chain solution provider with a strategic focus on the Asian market including China and South Korea. We primarily provide customized cross-border ocean freight solutions and airfreight solutions in the U.S. that specifically cater to our customers’ requirements and needs in transporting goods into the U.S. We offer a wide variety of integrated services under our cross-border ocean freight solutions and cross-border airfreight solutions, including (i) cross-border freight consolidation and forwarding services, (ii) customs clearance services, (iii) warehousing and distribution services and (iv) U.S. domestic ground transportation services.
Founded in Chicago, Illinois in 2018, we are an Asian American-owned business rooted in the U.S. with in-depth understanding of both the U.S. and Asian international trading and logistics service markets. Our customers are typically Asia- and U.S.-based logistics service companies serving large e-commerce platforms, social commerce platforms and manufacturers to sell and transport consumer and industrial goods made in Asia into the U.S. As of September 30, 2025, we had served over 400 customers to fulfill over 58,500 cross-border supply chain solution orders.
We have established an extensive collaboration network of service providers, including global freight carriers for our cross-border freight consolidation and forwarding services as well as domestic ground transportation carriers for our U.S. domestic transportation services. As of September 30, 2025, we had collaborated with almost all major global ocean and air carriers to forward 37,300 TEU of container loads and 75,100 tons of air cargo. As of September 30, 2025, we had also cooperated with over 200 domestic ground transportation carriers, including almost all major U.S. domestic ground transportation carriers, on a long-term, short-term or order basis, as the case may be.
We operate three massive and hyper-busy regional warehousing and distribution centers in the U.S., in Illinois and Texas. With an aggregate gross feet area of approximately 142,484 square feet and 52 docks, our regional warehousing and distribution centers have an aggregate daily floor load of up to 3,000 cubic meters of freight. In addition to our self-operated regional centers, we maintain close contact with over 150 warehouses and distribution terminals in almost all transportation hubs in the U.S. which we have cooperated in the past to support the warehousing and distributing services of our cross-border freight in case such freight requires storage, fulfilment, transloading, palletizing, packaging or distribution in states other than Illinois and Texas. As of September 30, 2025, we had assisted with the customs clearance, in conjunction with our other service offerings, of cross-border freight of an aggregate assessed value of over $63.0 million.
Leveraging our strong cross-border supply chain service capabilities, extensive service provider network of cross-border freight carriers and U.S. domestic ground transportation carriers, massive and hyper-busy regional warehousing and distribution centers as well as deep understanding of the Asian market, we have been able to build up our brand and reputation and have achieved fast growth since our inception. As of September 30, 2025, we had fulfilled over 58,500 cross-border supply chain solution orders for freight of an aggregate assessed value of $1.0 billion, delivered to thousands of business and residential addresses in approximately 48 U.S. states.
For the three months ended 30, 2025 and 2024, our revenues amounted to $6.1 million and $4.1 million, respectively, and our gross profit amounted to $1.1 million and $0.5 million during the same periods, respectively.
1
Key Factors Affecting Our Results of Operations
We believe the most significant factors that affect our business and results of operations include the following:
Our Ability to Expand Our Customer Base
Our results of operations are dependent upon our ability to expand and maintain our customer base. As of September 30, 2025, we had served over 400 customers to fulfill over 58,500 cross-border supply chain solution orders. We will continue to expand our customer base to achieve a sustainable business growth. We aim to attract new customers and maintain our existing customers. We plan to improve the quality and expand the variety of our services to obtain more customers.
During fiscal year 2025, we introduced a new revenue stream through the distribution of pharmaceutical and medical products. Under this model, we purchase products directly from manufacturers, store them in designated warehouses, and deliver them to customers’ warehouses or other specified locations. While this business expansion creates opportunities to reach new customers in the healthcare sector. It also exposes us to additional risks compared with our traditional cross-border logistics services. These risks include heightened regulatory and compliance requirements for the handling and distribution of medical products, increased working capital exposure from holding inventory, and greater operational complexity in maintaining product quality and safety. Successfully expanding our customer base in this new segment will depend on our ability to manage these risks effectively while maintaining high service standards and compliance with applicable regulations.
Our Ability to Control Costs
Our results of operations are affected by our ability to control costs including transportation and delivery costs, warehouse service charges, custom declaration and terminal charges, freight arrangement charges and other overhead cost allocation, which may be subject to factors, including, among other things, fluctuations in wage rates, fuel prices, toll fees, and leasing costs. Effective cost-control measures have a direct impact on our financial condition and results of operations. For example, our cross-border freight carrier and U.S. domestic ground transportation carrier services providers use large quantities of fuel to operate vehicles, and therefore, hence the higher fuel cost incurred by them may causes our higher fee rates cost charged on us by such the service providers. The availability and price of fuel and third-party transportation capacity are subject to political, economic, and market factors that are beyond our control. We also incur a significant amount of costs in relation to transportation and labor. Any unexpected increase in these costs, which is subject to factors beyond our control, could adversely impact our profitability. We have adopted, and expect to adopt, additional cost control measures. However, the measures we have adopted or will adopt in the future may not be as effective as expected. If we are not able to effectively control our costs and adjust the level of fee rates based on operating costs and market conditions, our profitability and cash flow may be adversely affected.
With the introduction of our new pharmaceutical and medical product distribution business in fiscal year 2025, our cost structure has become more complex. Unlike our traditional cross-border logistics services, which are largely variable in nature, the new business requires us to hold inventory, maintain specialized warehouse conditions, and comply with more stringent product handling standards. These factors may increase fixed operating costs, including storage, insurance, and quality control expenses. Consequently, our ability to control costs in this new business segment will depend not only on fuel and labor trends but also on our efficiency in managing inventory turnover and compliance-related expenses.
We have implemented, and expect to continue adopting, additional cost-control measures to mitigate these risks. However, such measures may not always be as effective as anticipated. If we are unable to effectively control our operating costs or adjust our pricing in response to changing market conditions, our profitability and cash flows may be adversely affected.
Our Ability to Provide High-quality Services
Our results of operations depend on our ability to maintain and further enhance our service quality. Together with our network of service providers, we provide integrated cross-border ocean and air freight supply chain solutions and services to our customers. If we or our service providers are unable to provide express delivery services in a timely, reliable, safe and secure manner, our reputation and customer loyalty could be negatively affected. In additional, if our customer service personnel fail to satisfy customer needs or respond effectively to customer complaints, we may lose potential or existing customers and experience a decrease in customer orders, which could have a material adverse effect on our business, financial condition and results of operations.
2
As we expand into pharmaceutical and medical product distribution, maintaining high-quality service standards becomes even more critical. This new business line involves additional operational requirements, such as temperature-controlled storage, specialized handling, and compliance with healthcare product regulations. Any lapse in these areas could result in regulatory penalties, product spoilage, or loss of customer trust. Compared to our existing logistics operations, the consequences of service failures in this segment could be more severe, given the sensitive nature of medical products and the higher expectations of healthcare customers. Ensuring consistent service quality will therefore require enhanced employee training, strengthened supplier oversight, and continuous monitoring of compliance procedures.
Strategic Acquisitions and Investments
Our results of operations also depend on our ability to pursue strategic acquisitions and investments in expanding our global footprints, diversifying our service offerings, and advancing our technologies. We may selectively pursue mergers, acquisitions, investments, joint ventures and partnerships that we believe are strategic and complementary to our operations and technology. However, we cannot assure you that we will make prudent decisions at all times. Our ability to successfully execute or effectively operate, integrate, leverage and grow these investments or strategic partnerships could impact our results of operations and financial conditions.
In response to governmental directives and recommended safety measures, we have implemented personal safety measures at all of our facilities. However, these measures may not be sufficient to mitigate the risk of infection by COVID-19. If a significant number of our employees, or third parties performing key functions, including our chief executive officer and members of our board of directors, become ill, our business may be further adversely impacted.
The impact of COVID-19 pandemic on us in the future will depend on future developments which are highly unpredictable and beyond our control, such as the frequency, duration and severity of the resurgence of COVID-19 and the emergence of new variants, as well as the measures that may be taken by governments around the world in response to these developments, the impact of the pandemic on the global economy and the measures taken by governments to stimulate the general economy. Therefore, we cannot guarantee that the pandemic will not continue to have an adverse effect on our business and results of operations in the future, which may be material.
We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our employees, customers, service providers and stockholders.
Uncertainty and Impacts on the Recent U.S. Tarriff Policies and Regulations
Our results of operations also depend on our ability to respond with the recent tariff and other restrictions placed on imports. Since February 2025, trade between the U.S. and China has remained under tight restrictions and elevated trade barriers. While some temporary relief measures and exemptions were granted, most U.S. tariffs on Chinese goods remain in place, particularly affecting key sectors such as agriculture, automobiles, industrial materials, and consumer goods. These trade measures have significantly disrupted U.S.-China commerce, reducing exports in certain categories and forcing companies on both sides to adjust supply chains, pricing, and sourcing strategies. Despite some ongoing negotiations, the overall trade environment remains challenging and uncertain, with cross-border business continuing to face heightened costs and operational complexities.
In May 2025, the US and China agreed to a truce to lower import taxes on goods being traded between the two countries for 90 days. Under the terms of the agreement, both countries committed to pausing the imposition of new tariffs and partially rolling back existing duties on select goods, primarily in the technology, agricultural, and consumer product sectors. Although the agreement marks a major de-escalation of the trade war between the two countries, there is still a high degree of uncertainty surrounding U.S. tariff policy, how it will be implemented, and how other countries will react to it. It also remains uncertain whether increased tariffs and trade tensions will create further disruptions and uncertainties to the international trade and lead to a downturn in the global economy.
3
As of August 29, 2025, the United States has permanently eliminated the $800 de minimis threshold that previously allowed low-value shipments to enter the country duty-free. This change applies to all international shipments, regardless of value, origin, or shipping method. The decision was made to strengthen trade enforcement and address concerns over illicit trade practices. All imports, including those valued under $800, are now subject to applicable duties and taxes. These changes increase the complexity of customs processing, slow clearance times, and reduce the volume of low-value parcels traditionally handled by freight forwarders.
Moreover, increasing trade protectionism may cause an increase in (i) the cost of goods exported from regions globally, particularly from the Asia-Pacific region, (ii) the length of time required to transport goods and (iii) the risks associated with exporting goods. Such increases may further reduce the quantity of goods to be shipped, extend shipping schedules, increase voyage costs, and other associated costs, which could have an adverse impact on our customers’ business, operating results and financial condition and could thereby affect their ability to make timely payments to us and their order quantities. This could have a material adverse effect on our business, operating results, cash flows and financial condition.
We will continue to actively monitor the situation and consider strategic adaptation to maintain service levels and profitability.
Key Components of Results of Operations
Revenues. We generate revenues primarily by providing customized cross-border ocean freight solutions and airfreight solutions to customers that specifically cater to their requirements and needs in transporting goods into the U.S. Under the service agreements with our customers, we offer a wide variety of integrated services under our cross-border ocean freight solutions and cross-border airfreight solutions, including (i) cross-border freight consolidation and forwarding services, (ii) customs clearance services, (iii) warehousing and distribution services and (iv) U.S. domestic ground transportation services.
From December 2024, we started to generate revenues from the distribution of pharmaceutical and medical products. We order from the manufacturer, receive and carry the products at a designated warehouse, and deliver the products to the customers’ warehouses or designated locations.
Cost of Revenues. Our cost of revenues from customized cross-border ocean and air freight solutions mainly comprises transportation and delivery costs, warehouse service charges, custom declaration and terminal charges, freight arrangement charges and other overhead cost allocation which includes operating and financing lease-related costs, depreciation expenses of property and equipment and other miscellaneous expenses.
Our cost of revenues from the distribution of pharmaceutical and medical products comprises cost of pharmaceutical products from manufacturers.
Selling Expenses. Our selling expenses primarily include salaries expense, advertising expenses, software expense, and traveling expense of sales team engaged in developing potential customers and maintaining customer relationships and transportation cost for selling pharmaceutical products.
General and Administrative Expenses. Our general and administrative expenses primarily include salaries and staff benefits, repair and maintenance expenses, depreciation on property and equipment, amortization on intangible assets, lease expenses warehouses used for administrative purpose and office premises, travelling and entertainment expenses, bank charges, legal and professional fees, insurance expenses and other office expenses.
Other Income. Our other income primarily consists of rental income.
Interest Expenses. Our interest expenses primarily consist of the interest expenses incurred for finance leases, convertible debts, equipment loans, vehicle loans and other loans and interest for late credit card payment.
Income Tax Expenses. Our income tax expenses consist primarily of U.S. federal, state income taxes, replacement tax in the state of Illinois and PRC enterprise income tax.
4
Results of Operations
The following table summarizes the results of consolidated statements of operations and comprehensive income (loss) for the three months ended September 30, 2025 and 2024 in U.S. dollars.
| For the Three Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Amount | As % of revenue | Amount | As % of revenue | Amount Increase (Decrease) | Percentage Increase (Decrease) | |||||||||||||||||||
| Revenue from cross border freight solutions | $ | 4,761,874 | 78.1 | % | $ | 4,081,554 | 100.0 | % | $ | 680,320 | 16.7 | % | ||||||||||||
| Revenue from distribution of pharmaceutical products | 1,338,015 | 21.9 | % | - | - | 1,338,015 | N/A | |||||||||||||||||
| Total revenue | 6,099,889 | 100.0 | % | 4,081,554 | 100.0 | % | 2,018,335 | 49.5 | % | |||||||||||||||
| Cost of revenue from cross border freight solutions | 4,200,352 | 68.9 | % | 3,559,015 | 87.2 | % | 641,337 | 18.0 | % | |||||||||||||||
| Cost of revenue from pharmaceutical products | 790,770 | 13.0 | % | - | - | 790,770 | N/A | |||||||||||||||||
| Total cost of revenue | 4,991,122 | 81.8 | % | 3,559,015 | 87.2 | % | 1,432,107 | 40.2 | % | |||||||||||||||
| Gross profit from cross border freight solutions | 561,522 | 11.8 | % | 522,539 | 12.8 | % | 38,983 | 7.5 | % | |||||||||||||||
| Gross profit from pharmaceutical products | 547,245 | 40.9 | % | - | - | 547,245 | N/A | |||||||||||||||||
| Gross profit | 1,108,767 | 18.2 | % | 522,539 | 12.8 | % | 586,228 | 112.2 | % | |||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Selling expenses | 189,411 | 3.1 | % | - | - | 189,411 | N/A | |||||||||||||||||
| General and administrative expenses | 2,107,655 | 34.6 | % | 1,837,206 | 45.0 | % | 270,449 | 14.7 | % | |||||||||||||||
| Provision of allowance for expected credit loss | 83,325 | 1.4 | % | 12,837 | 0.3 | % | 70,488 | 549.1 | % | |||||||||||||||
| Total operating expenses | 2,380,391 | 39.0 | % | 1,850,043 | 45.3 | % | 530,348 | 28.7 | % | |||||||||||||||
| Loss from operations | (1,271,624 | ) | (20.8 | )% | (1,327,504 | ) | (32.5 | )% | 55,880 | (4.2 | )% | |||||||||||||
| Other income (expenses) | ||||||||||||||||||||||||
| Other income, net | 146,839 | 2.4 | % | 109,788 | 2.7 | % | 37,051 | 33.7 | % | |||||||||||||||
| Interest expense | (196,441 | ) | (3.2 | )% | (28,110 | ) | (0.7 | )% | (168,331 | ) | 598.8 | % | ||||||||||||
| Total other (expenses) income, net | (49,602 | ) | (0.8 | )% | 81,678 | 2.0 | % | (131,280 | ) | (160.7 | )% | |||||||||||||
| Loss before income taxes | (1,321,226 | ) | (21.7 | )% | (1,245,826 | ) | (30.5 | )% | (75,400 | ) | 6.1 | % | ||||||||||||
| Income taxes expense | 35,990 | 0.6 | % | 89,581 | 2.2 | % | (53,591 | ) | (59.8 | )% | ||||||||||||||
| Net loss | $ | (1,357,216 | ) | (22.2 | )% | $ | (1,335,407 | ) | (32.7 | )% | $ | (21,809 | ) | 1.6 | % | |||||||||
5
For the Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024
The following table summarizes our consolidated results of operations and percentages of certain items in relation to total revenues for the three months ended September 30, 2025 and 2024, and provides information regarding the dollar and percentage increase or (decrease) during such periods. The operating results in any historical period are not necessarily indicative of the results that may be expected for any future period.
| For the three months ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Revenues | Amount | % of total Revenues | Amount | % of total Revenues | Amount Increase (Decrease) | Percentage Increase (Decrease) | ||||||||||||||||||
| Revenue from cross-border freight solutions | ||||||||||||||||||||||||
| Cross-border ocean freight solutions | $ | 1,434,864 | 23.5 | % | $ | 1,836,591 | 45.0 | % | $ | (401,727 | ) | (21.9 | )% | |||||||||||
| Cross-border airfreight solutions | 3,327,010 | 54.5 | % | 2,244,963 | 55.0 | % | 1,082,047 | 48.2 | % | |||||||||||||||
| Subtotal | 4,761,874 | 78.1 | % | 4,081,554 | 100.0 | % | 680,320 | 16.7 | % | |||||||||||||||
| Revenue from distribution of pharmaceutical products | 1,338,015 | 21.9 | % | - | - | 1,338,015 | 100.0 | % | ||||||||||||||||
| Total revenues | 6,099,889 | 100.0 | % | 4,081,554 | 100.0 | % | 2,018,335 | 49.5 | % | |||||||||||||||
| Cost of revenues – cross-border freight solution | 4,200,352 | 68.9 | % | 3,559,015 | 87.2 | % | 641,337 | 18.0 | % | |||||||||||||||
| Cost of revenues – pharmaceutical products | 790,770 | 13.0 | % | - | - | 790,770 | 100.0 | % | ||||||||||||||||
| Total cost of revenues | 4,991,122 | 81.8 | % | 3,559,015 | 87.2 | % | 1,432,107 | 40.2 | % | |||||||||||||||
| Gross profit – cross-border freight solution | 561,522 | 11.8 | % | 522,539 | 12.8 | % | 38,983 | 7.5 | % | |||||||||||||||
| Gross profit – pharmaceutical products | 547,245 | 40.9 | % | - | - | 547,245 | 100.0 | % | ||||||||||||||||
| Total gross profit | $ | 1,108,767 | 18.2 | % | $ | 522,539 | 12.8 | % | $ | 586,228 | 112.2 | % | ||||||||||||
Revenues
Our total revenues from cross-border freight solutions increased by $0.7 million, or 16.7%, from $4.1 million for the three months ended September 30, 2024, to $4.8 million for the three months ended September 30, 2025. The increase was mainly due to increase in revenue from cross-border airfreight solutions.
Revenues from our cross-border ocean freight solutions decreased by $0.4 million, or 21.9%, from $1.8 million for the three months ended September 30, 2024, to $1.4 million for the three months ended September 30, 2025. This reduction was primarily due to a decrease in the volume of cross-border ocean freight processed and forwarded, dropping from 1,430 TEU in the three months ended September 30, 2024, to 1,331 TEU for the three months ended September 30, 2025.
6
Revenues from our cross-border airfreight solutions increased by $1.1 million or 48.2%, from $2.2 million for the three months ended September 30, 2024, to $3.3 million for the three months ended September 30, 2025. Despite our volume of cross-border air freight processed decreased, from approximately 7,273 tons for the three months ended September 30, 2024, to approximately 5,776 tons for the three months ended September 30, 2025, our revenue increased primarily due to we experienced stronger demand of value-added services, such as warehouse repackaging and related handling services, which generates higher revenue per shipment and more than offset the impact of lower freight volumes. revenue. For the three months ended September 30, 2025, revenues generated per tons increased by $267, or 86.6%, to $576 per tons, from $309 per tons for the same period in 2024.
Starting from December 2024, we established a new revenue stream through the distribution of pharmaceutical products. We procured pharmaceuticals—primarily pharmaceutical solutions—directly from manufacturers and supplied them to distributors, hospitals, and clinics. For the three months ended September 30, 2025, our total revenue from pharmaceutical product distribution amounted to $1.3 million. We did not generate any revenue from this segment in the same period of the prior year.
Revenues by Customer Geographic
| For the three months ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Revenues | Amount | % of total Revenues | Amount | % of total Revenues | Amount Increase (Decrease) | Percentage Increase (Decrease) | ||||||||||||||||||
| Revenue from cross-border freight solutions | ||||||||||||||||||||||||
| Asia-based customers | $ | 4,016,859 | 65.9 | % | $ | 2,809,636 | 68.8 | % | $ | 1,207,223 | 43.0 | % | ||||||||||||
| U.S.-based customers | 745,015 | 12.2 | % | 1,271,918 | 31.2 | % | (526,903 | ) | (41.4 | )% | ||||||||||||||
| 4,761,874 | 78.1 | % | 4,081,554 | 100.0 | % | 680,320 | 16.7 | % | ||||||||||||||||
| Revenue from distribution of pharmaceuticals | ||||||||||||||||||||||||
| Asia-based customers | 1,338,015 | 21.9 | % | - | - | 1,338,015 | 100.0 | % | ||||||||||||||||
| Total revenues | $ | 6,099,889 | 100.0 | % | $ | 4,081,554 | 100.0 | % | $ | 2,018,335 | 52.4 | % | ||||||||||||
Revenues from cross-border freight solutions for the Asia-based customers increased by $1.2 million, or 43.0%, from $2.8 million for the three months ended September 30, 2024, to $4.0 million for the three months ended September 30, 2025. Revenues from cross-border freight solutions for the U.S.-based customers decreased by $0.5 million, or 41.4%, from $1.2 million for the three months ended September 30, 2024 to $0.7 million for the same period in 2025.
The increase in revenues from Asia-based customers for the three months ended September 30, 2025 was primarily driven by strengthened relationships with key clients. The company assigned dedicated teams to manage high-value accounts, which led to an increase in their shipment volumes. In addition, revenue growth was supported by an expansion of value-added logistics services, reflecting higher demand for services such as repackaging, handling, and customized solutions.
The decrease in revenue from the U.S.-based customers for the three months ended September 30, 2025, compared to the same period in 2024, was primarily driven by a decrease in shipment volumes serving e-commerce platforms and concerns over a potential economic downturn and reduced consumer spending power in the U.S., which led to lower shipment volumes.
7
Our customers for the distribution of pharmaceutical products are located in China, as we specifically target the Chinese market. For the three months ended September 30, 2025, our total revenue from pharmaceutical product distribution amounted to $1.3 million. We did not generate any revenue from this segment in the same period of the prior year.
Cost of Revenues
A breakdown of our cost of revenues for the three months ended September 30, 2025 and 2024 is as follows:
| For the three months ended September 30, | Amount Increase | Percentage Increase | ||||||||||||||
| 2025 | 2024 | (Decrease) | (Decrease) | |||||||||||||
| Cost of revenue from cross-border freight solutions | ||||||||||||||||
| Transportation and delivery costs | $ | 1,476,989 | $ | 1,633,890 | $ | (156,901 | ) | (9.6 | )% | |||||||
| Warehouse service charges | 898,262 | 770,102 | 128,160 | 16.6 | % | |||||||||||
| Custom declaration and terminal charges | 1,127,988 | 441,624 | 686,364 | 155.4 | % | |||||||||||
| Freight arrangement charges | 121,687 | 164,340 | (42,653 | ) | (26.0 | )% | ||||||||||
| Overhead cost | 575,426 | 549,059 | 26,367 | 4.8 | % | |||||||||||
| Subtotal | 4,200,352 | 3,559,015 | 641,337 | 18.0 | % | |||||||||||
| Cost of revenue from distribution of pharmaceuticals | ||||||||||||||||
| Cost of goods sold | 790,770 | - | 790,770 | 100.0 | % | |||||||||||
| Total cost of revenue | $ | 4,991,122 | $ | 3,559,015 | $ | 1,432,107 | 40.2 | % | ||||||||
Our cost of revenues from cross-border freight solutions decreased by $0.6 million, or 18.0%, from $3.6 million for the three months ended September 30, 2024, to $4.2 million for the three months ended September 30, 2025. The decrease in cost of revenues was mainly due to the combined effects of:
| (i) | an increase in customs declaration and terminal charges, consisting of customs fees, handling charges, and entry service fees charged by ports and terminals during the three months ended September 30, 2025, resulting from an increase in the volume of cross-border freight we handled, particularly airfreight, during the same period; |
| (ii) | an increase in warehouse service charges, primarily representing labor costs at our regional warehousing and distribution centers during the three months ended September 30, 2025, was mainly driven by four factors. First, industry hourly wage rates increased during the year, leading to higher overall staffing expenses. Second, we adjusted our staffing structure by reducing regular full-time positions and increasing the use of contracted labor to improve operational flexibility in response to the lower shipping volume experienced in the current year. Third, more labor was required for unpacking shipments into smaller packages to meet customer requirements, which further contributed to the increase in warehouse labor costs. Fourth, we have one more warehouse used for the operation and increase the contract service costs at warehouses. This more flexible staffing model positions us to adjust more efficiently to future changes in shipment volume, and if volume decreases further, we expect to be able to reduce labor costs more promptly; which was partly offset by |
| (iii) | a decrease in transportation and delivery costs, including trucking, drayage, chassis rental, freight, and delivery costs during the three months ended September 30, 2025, which was primarily due to a reduction in delivery services provided to customers. More customers shifted from standard shipping services to value-added offerings such as warehouse repackaging. These services require less transportation activity and rely more on in-facility processing, which reduces our related delivery expenses. As a result, both revenue from transportation services and the associated delivery costs declined in line with the change in service; |
| (iv) | a decrease in freight arrangement charges, mainly representing scheduling and booking fees for cross-border ocean freight and airfreights from the U.S. to China, during the three months ended September 30, 2025, primarily due to a decrease in the volume of cross-border ocean arrangements, from the U.S. to China; and |
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Our cost of revenues from the distribution of pharmaceuticals was $0.8 million for the three months ended September 30, 2025. We did not generate any revenue from this segment in the same period of the prior year.
Gross Profit
Our overall gross profit was $1.1 million for the three months ended September 30, 2025, compared to $0.5 million in the same period of the prior year.
Our gross margin for cross-border freight solutions was 11.8% for the three months ended September 30, 2025, compared to 12.8% for three months ended September 30, 2024. The decrease in gross margin was primarily attributable to increased overhead costs allocated, as discussed above.
Our gross margin for the distribution of pharmaceutical was 40.9% for three months ended September 30, 2025. This is a new business segment in the current year and therefore no gross margin was reported in the same period of the prior year. The gross margin of the distribution of pharmaceutical was 56.1% for the fiscal year 2025, from the inception to June 30, 2025. This comparatively lower margin was primarily due to favorable purchase discounts offered by our suppliers, who extended these incentives to support the establishment of a long-term partnership as we entered this market as a new customer, in fiscal year 2025. Excluding the impact of the favorable purchase discounts, the gross margin for pharmaceutical distribution in fiscal year 2025 would be approximately 38.4%, which is comparable to the current quarter.
Selling Expenses
Our selling expenses amounted to $0.2 million for the three months ended September 30, 2025, compared to a nominal amount for the same period in 2024. The increase was primarily driven by the salaries for our sales team, software expenses and the advertising expense amounted to $0.2 million, both of which were incurred in connection with the launch of our new pharmaceutical distribution service during the year.
General and Administrative Expenses
Our general and administrative expenses increased by $0.3 million, or 14.7%, from $1.8 million for the three months ended September 30, 2024, to $2.1 million for the three months ended September 30, 2025. These expenses represented 34.6% and 45.0% of our total revenues for the three months ended September 30, 2025 and 2024, respectively. The increase was mainly due to increase in our professional expense and our new pharmaceutical distribution segment in the second quarter of the fiscal year ended June 30, 2025 contributed to the rise in operating costs.
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Our professional fees increased by $0.3 million, or 67.8%, from $0.3 million for the three months ended September 30, 2024, to $0.6 million for the three months ended September 30, 2025. Our professional fee represented 27.1% and 18.5% of our total general and administrative expenses for the three months ended September 30, 2025 and 2024, respectively. The increase was primarily due to advisory and consulting expenses strategic planning initiatives. These costs included external support for market assessments, financial and operational due diligence, and the development of long-term strategic plans to guide future growth.
Other Income, net
Our other income, net, increased by $37,051, or 33.7%, from $109,788 for the three months ended September 30, 2024, to $146,839 for the three months ended September 30, 2025. The increase was primarily due to increase in interest income of $60,561 in connection with a third-party loan, which was partly offset by slightly decrease in rental income by $14,945.
Interest Expenses
Our interest expenses increased by $168,331, or 598.8%, from $28,110 for the three months ended September 30, 2024, to $196,441 for the three months ended September 30, 2025. The increase in interest expense was mainly due to higher outstanding interest-bearing loans and interest expense in connection with the convertible note.
Loss Before Income Taxes
We had a net loss before income taxes of $1.3 million and $1.2 million for the three months ended September 30, 2025 and 2024, respectively. We were in a loss position before income taxes for the three months ended September 30, 2025, primarily attributable to the net effects of: (i) the rise in operating expenses, which was partly offset by an increase in gross profit due to the new business segment for the three months ended September 30, 2025 as mentioned above.
Income Tax Expense
We had income tax expenses of $35,990 and $89,581 for the three months ended September 30, 2025 and 2024, respectively. A current income tax provision of $57,979 was recognized for a subsidiary with net assessable income while no current income tax provision was recognized for subsidiaries in net operating loss for the three months ended September 30, 2025.
Based on management’s assessment of future taxable income, the Company determined that it was no longer more likely than not that sufficient future taxable income would be available to utilize the deferred tax benefits. As a result, the Company recorded a full valuation allowance against its DTAs and did not recognize any deferred tax assets. We recognized a recovery of deferred income tax credit of $21,989 due to amortization of intangible assets, resulting in a net income tax expense of $35,990 for the three months ended September 30, 2025.
We did not have current income tax provision in the three months ended September 30, 2024, due to net operating loss, and we recognized a deferred income tax asset of $373,897 due to temporary differences recognized and net operating loss carried forward. We also recognized a valuation allowance of $463,478 to write off our deferred tax asset since we are uncertain that we will be able to utilize the deferred tax asset to offset future taxable income, resulting in a net deferred tax expense of $89,581 in the three months ended September 30, 2024.
Net loss
As a result of the foregoing, we had a net loss of $1.4 million and of $1.3 million for the three months ended September 30, 2025 and 2024, respectively.
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Liquidity and Capital Resources
As of September 30, 2025, we had a cash balance of $4.5 million. Our current assets were $15.0 million, and our current liabilities were $9.8 million, resulting in a current ratio of 1.5 and positive working capital of $5.2 million. Total stockholders’ equity as of September 30, 2025 was $7.0 million.
As of September 30, 2025 and June 30, 2025, we had accounts receivable net of allowance of $3.4 million and $3.3 million, respectively. We periodically review our accounts receivable and allowance level to ensure our methodology for determining allowances is reasonable and to accrue additional allowances if necessary. For accounts receivable as of September 30, 2025 and June 30, 2025, we provided a credit loss allowance of $171,613 and $87,728, respectively.
In assessing our liquidity, we monitor and analyze our cash on hand, our ability to generate sufficient revenues sources in the future, and our operating and capital expenditure commitments. Historically, we have funded our working capital needs primarily through operations, issuances of convertible debts, private placements, loans, initial public offerings and working capital loans from stockholders. Our working capital requirements are influenced by the efficiency of our operations, the volume and dollar value of our revenue contracts, the progress in the execution of customer contracts, and the timing of accounts receivable collections.
Cash Flows
The following table sets forth summary of our cash flows for the periods indicated:
| For the periods ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (4,016,518 | ) | $ | (1,402,784 | ) | ||
| Net cash used in investing activities | (108,800 | ) | (38,279 | ) | ||||
| Net cash provided by financing activities | 3,672,316 | 4,044,402 | ||||||
| Effect of exchange rate changes on cash | 36,578 | 12,386 | ||||||
| Net increase in cash and cash equivalent | (416,424 | ) | 2,615,725 | |||||
| Cash, beginning of the period | 4,956,060 | 123,550 | ||||||
| Cash, end of the period | $ | 4,539,636 | 2,739,275 | |||||
Operating Activities
Net cash used in operating activities was $4,016,518 in the three months ended September 30, 2025, which included a net loss of $1,357,216, adjusted for non-cash items of $1,037,413 and changes in working capital deficits of $3,696,715. The non-cash items primarily included $527,261 straight line lease expense of operating leases, $359,239 stock-based compensation for consulting expenses, $50,565 depreciation included in G&A and cost of revenue, $8,600 depreciation of right-of-use finance assets, $69,602 amortization of discount and bond issuance cost, $21,371 amortization of intangible assets, $$60,561 interest income from a third party loan, $83,325 from provision of allowance for expected credit loss and a decrease of $21,989 from deferred tax liabilities. The adjustments for changes in working capital mainly included an increase of $279,024 in accounts receivable from third parties due to an increase of revenues near period end, an increase of $82,118 in other receivable – related parties, an increase in inventory of $35,452,an increase of $2,935,837 in prepayment, deposit and other receivable – third parties and a payment of $897,689 for operating lease liabilities, partially offset by a decrease of $69,662 in contract assets, an increase of $121,571 in refund liabilities, an increase of $39,445 in accounts payable to related parties, an increase of $45,114 in accounts payable to third parties, a decrease of $43,435 in accounts receivable from related parties, a decrease of $51,279 in note receivable, a decrease of $61,133 in right of return assets, an increase of $18,175 in contract liabilities, an increase of $45,704 in tax payable, and an increase of $37,887 in accrued liabilities and other payables.
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Net cash used in operating activities was $1,402,784 in the three months ended September 30, 2024, including net loss of $1,335,407, adjusted for non-cash items for $612,895 and changes in working capital of negative $680,272. The non-cash items primarily included $466,723 amortization of operating lease assets, $36,159 depreciation included in G&A and cost of revenue, $7,595 depreciation of right-of-use finance assets and $12,837 from provision of allowance for expected credit loss and a decrease of $89,581 from deferred tax asset due to recognition of valuation allowance. The adjustments for changes in working capital mainly included a decrease of $402,895 and $156,850 in accounts payable — third parties and related parties, respectively, an increase of $77,812 in due from related parties because of rental income recognized for the three months ended September 30, 2024, a decrease of $470,260 in operating lease liabilities and a decrease of $24,876 in accrued expense and other payable, partially offset by a decrease of $282,864 and $257,924 in accounts receivable — third parties and related parties, respectively, due to a decrease of revenues near the period end.
The $2,613,734 increase in cash used in operating activities for the three months ended September 30, 2025, compared to the prior year, was primarily due to an increase in advance deposits of $2.8 million to a supplier partly offset by an increase of $644,304 in accounts payable — third parties and related parties due to the timing of vendor, client, and related parties payment.
Investing Activities
Net cash used in investing activities was $108,800 and $38,279 for the three months ended September 30, 2025 and 2024, respectively. Net cash used in investing activities for the three months ended September 30, 2025, was primarily attributable to an additional loan of $108,800 to a third party. The cash used in same period of last year mainly attributable to was primarily attributable to our purchases of property and equipment and the prepayment for the installation of a security system which was still in progress as of the period ended.
Financing Activities
Net cash provided by financing activities was $3,672,316 for the three months ended September 30, 2025, compared with $4,044,402 for the same period in the prior year. The decrease was primarily due to a smaller scale of financing activities compared with the prior period. During the three months ended September 30, 2025, we generated cash inflows from loan borrowings of $1.2 million, private placements of $3.0 million, advances from related parties of $0.3 million and advance from shareholders of $0.1 million, which were partially offset by $0.3 million in principal repayments of convertible debt, loan repayments of $0.2 million, advance to a third party of $0.2 million and advance to related parties of $0.2 million. During the three months ended September 30, 2024, we had net proceeds of approximately $5,351,281 from the offering, partly offset by repayment of $879,574 to shareholders, loans repayment of $265,456 and advancement to related party of $126,227 during the three months ended September 30, 2024.
Capital Expenditure
Our capital expenditures are incurred primarily in connection with the purchase of fixed assets, including machinery and equipment, furniture and fixtures, leasehold improvement and vehicles. Our capital expenditures amounted to nil and $38,279 for the three months ended September 30, 2025 and 2024, respectively.
We expect that our capital expenditures will increase in the future as our business continues to develop and expand. We intend to fund our future capital expenditures with our existing cash balance, proceeds of loans and issuance of convertible debts and private placement offering.
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Critical Accounting Policies and Estimates
We prepare our condensed consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect our reported amounts of assets, liabilities, revenue, costs and expenses, and any related disclosures. Actual results could materially differ from those estimates. Critical accounting policy is both material to the presentation of financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on financial condition or results of operations. Accounting estimates and assumptions may become critical when they are material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on financial condition or operating performance.
Critical accounting estimates are estimates that require us to make assumptions about matters that were highly uncertain at the time the accounting estimate were made and if different estimates that we reasonably could have used in the current period, or changes in the accounting estimate that are reasonably likely occur from period to period, have a material impact on the presentation of our financial condition, changes in financial condition or results of operations. The management of the Company believes the following critical accounting estimate is the most significantly affected by judgments and assumptions used in the preparation of our consolidated financial statements:
Common Stock Warrants Instruments
The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. The Company determined, upon further review of the warrant agreement and the convertible debt agreement, that the common stock warrants are qualified for equity accounting treatment. The fair value of equity-classified warrants is estimated as of the date of issuance using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model includes various assumptions, including the fair market value of our common stock, expected life of stock options, the expected volatility and the expected risk-free interest rate, among others. These assumptions reflect our best estimates, but they involve inherent uncertainties based on market conditions generally outside our control.
Refer to Notes 2 to the consolidated financial statements included in this report for further discussion of our significant accounting policies and the effect on our consolidated financial statements.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued, see Note 2 - Summary Of Significant Accounting Policies in the note of financial statement
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company and are not required to provide the information required under this item.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.
Based upon this evaluation, our management concluded that as of September 30, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.
| ● | We are lacking adequate segregation of duties and effective risk assessment; and |
| ● | We are lacking sufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both the U.S. GAAP, and SEC guidelines. |
A material weakness is a deficiency, or a combination of deficiencies, within the meaning of PCAOB Auditing Standard AS2201, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We plan to address the weaknesses identified above by implementing the following measures:
| (i) | Continuously hiring additional accounting staffs with comprehensive knowledge of U.S. GAAP and SEC reporting requirements; |
| (ii) | Designing and implementing formal procedures and controls supporting the Company’s period-end financial reporting process, such as controls over the preparation and review of account reconciliations and disclosures in the consolidated financial statements; and |
| (iii) | Ameliorating our internal audit to assist with assessment of Sarbanes-Oxley compliance requirements and improvement of internal controls related to financial reporting. |
Changes in Internal Control over Financial Reporting
During the most recent fiscal quarter, there has not been any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be subject to legal proceedings, investigations and claims incidental to the conduct of our business. We are currently not a party to, nor are we aware of, any legal proceedings, investigations or claims which, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition or results of operations.
Item 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not required to provide the information otherwise required under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None.
Use of Proceeds from Initial Public Offering of Common Stock
On July 1, 2024, we closed our initial public offering (“IPO”), in which we sold 1,500,000 shares of common stock at a price to the public of $4.50 per share. The offer and sale of the shares in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-278416), which was declared effective by the Securities and Exchange Commission on June 27, 2024. We raised approximately $5.7 million in net proceeds after deducting underwriters’ discounts and commissions as well as offering. As of the date of this report, with the proceeds of the IPO, we used approximately $3.3 million for in marketing activities and business expansion and used approximately $2.4 million for working capital needs. We expect to use the remaining net proceeds for (i) investment in strengthening our cross-border supply chain capabilities, (ii) marketing activities to grow our customer base, (iii) strategic investments and potential mergers and acquisitions in the future, and (iv) general corporate purposes.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
| # | This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. |
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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.
| Lakeside Holding Limited | ||
| Dated: November 19, 2025 | By: | /s/ Henry Liu |
| Henry Liu | ||
| Chief Executive Officer | ||
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