Quanome Technologies, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-42140 Lakeside Holding Limited (Exact name of registrant as specified in its charter) Nevada 82-1978491 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1475 Thorndale Avenue , Suite A Itasca , Illinois 60143 (Address of principal executive offices) (Zip Code) (224) 446-9048 (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 Common Stock, par value US$0.0001 per share LSH The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No As of the date of this report, the Registrant had 7,500,000 shares of common stock outstanding. Lakeside Holding Limited FORM 10-Q For the Quarterly Period Ended December 31, 2024 INDEX Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements 1 Unaudited Condensed Consolidated Balance Sheets 1 Unaudited Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) 2 Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity 3 Unaudited Condensed Consolidated Statements of Cash Flows 4 Notes to Unaudited Condensed Consolidated Financial Statements 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 37 Item 3. Quantitative and Qualitative Disclosures About Market Risk 52 Item 4. Controls and Procedures 53 PART II. OTHER INFORMATION Item 1. Legal Proceedings 54 Item 1A. Risk Factors 54 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 54 Item 3. Defaults Upon Senior Securities 54 Item 4. Mine Safety Disclosures 54 Item 5. Other Information 54 Item 6. Exhibits 55 Signatures 56 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 PART I. FINANCIAL INFORMATION Item 1. Financial Statements LAKESIDE HOLDING LIMITED CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) As of December 31, 2024 ( unaudited) As of June 30, 2024 (audited) ASSETS CURRENT ASSETS Cash $ 1,123,414 $ 123,550 Accounts receivable – third parties, net 1,645,774 2,082,152 Accounts receivable – related party, net 207,293 763,285 Prepayment and other receivable 49,476 - Contract assets 31,388 129,506 Inventory, net 10,328 - Due from related parties 682,980 441,279 Loan to a third party 686,697 - Total current assets 4,437,350 3,539,772 NON-CURRENT ASSETS Investment in other entity 15,741 15,741 Property and equipment at cost, net of accumulated depreciation 514,073 344,883 Intangible asset, net 418,867 - Right of use operating lease assets 4,074,617 3,471,172 Right of use financing lease assets 110,998 37,476 Deferred tax asset - 89,581 Deferred offering costs - 1,492,798 Deposit and prepayment 265,480 202,336 Total non-current assets 5,399,776 5,653,987 TOTAL ASSETS $ 9,837,126 $ 9,193,759 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payables – third parties $ 1,233,142 $ 1,161,858 Accounts payables – related parties 71,557 227,722 Accrued liabilities and other payables 1,244,501 1,335,804 Current portion of obligations under operating leases 2,203,766 1,186,809 Current portion of obligations under financing leases 48,865 37,619 Loans payable, current 609,935 746,962 Dividend payable - 98,850 Tax payable 79,825 79,825 Due to shareholders - 1,018,281 Total current liabilities 5,491,591 5,893,730 NON-CURRENT LIABILITIES Loans payable, non-current 174,846 136,375 Deferred tax liabilities 104,717 - Obligations under operating leases, non-current 2,339,439 2,506,402 Obligations under financing leases, non-current 80,252 17,460 Total non-current liabilities 2,699,254 2,660,237 TOTAL LIABILITIES $ 8,190,845 $ 8,553,967 Commitments and Contingencies EQUITY Common stocks, $ 0.0001 par value, 200,000,000 shares authorized, 7,500,000 and 6,000,000 issued and outstanding as of December 31, 2024 and June 30, 2024, respectively 750 600 Subscription receivable - ( 600 ) Additional paid-in capital 4,942,791 642,639 Accumulated other comprehensive income ( 9,214 ) 2,972 Deficits ( 3,288,046 ) ( 5,819 ) Total equity 1,646,281 639,792 TOTAL LIABILITIES AND EQUITY $ 9,837,126 $ 9,193,759 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 LAKESIDE HOLDING LIMITED CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Six Months Ended December 31, Three Months Ended December 31, 2024 2023 2024 2023 Revenue from cross-border freight solutions – third party $ 6,702,063 $ 8,639,983 $ 3,102,276 $ 4,585,696 Revenue from cross-border freight solutions – related parties 756,994 424,596 275,227 330,407 Revenue from distribution of pharmaceutical products – third parties 218,086 - 218,086 - Total revenue 7,677,143 9,064,579 3,595,589 4,916,103 Cost of revenue from cross-border freight solutions – third party 6,153,994 6,329,650 3,159,709 3,424,053 Cost of revenue from cross-border freight solutions – related party 921,050 1,022,877 356,320 427,541 Cost of revenue from pharmaceutical products – related parties 121,791 - 121,791 - Total cost of revenue 7,196,835 7,352,527 3,637,820 3,851,594 Gross profit (loss) 480,308 1,712,052 ( 42,231 ) 1,064,509 Operating expenses: Selling expenses 54,488 — 54,488 — General and administrative expenses 3,749,059 1,840,831 1,911,853 985,053 Loss from deconsolidation of a subsidiary — 73,151 — — Provision (reversal) of allowance for expected credit loss 1,956 49,591 ( 10,881 ) ( 2,531 ) Total operating expenses 3,805,503 1,963,573 1,955,460 982,522 Income (loss) from operations ( 3,325,195 ) ( 251,521 ) ( 1,997,691 ) 81,987 Other income Other income, net 201,541 88,449 91,753 41,500 Interest expense ( 68,992 ) ( 53,864 ) ( 40,882 ) ( 31,079 ) Total other income 132,549 34,585 50,871 10,421 (Loss) income before income taxes ( 3,192,646 ) ( 216,936 ) ( 1,946,820 ) 92,408 Income tax expense (credit) 89,581 26,125 — 28,184 Net (loss) income ( 3,282,227 ) ( 243,061 ) ( 1,946,820 ) 64,224 Less: net loss attributable to non-controlling interest — ( 3,025 ) — — Net (loss) income attributable to the Company ( 3,282,227 ) ( 240,036 ) ( 1,946,820 ) 64,224 Other comprehensive (loss) income: Foreign currency translation income ( 12,186 ) 3,122 ( 25,179 ) — Comprehensive (loss) income ( 3,294,413 ) ( 239,939 ) ( 1,971,999 ) 64,224 Less: comprehensive loss attributable to non-controlling interest — ( 3,119 ) — — Comprehensive (loss) income attributable to the Company $ ( 3,294,413 ) $ ( 236,820 ) $ ( 1,971,999 ) $ 64,224 ( Loss) earnings per share – basic and diluted $ ( 0.44 ) $ ( 0.04 ) $ ( 0.26 ) $ 0.01 Weighted Average Shares Outstanding – basic and diluted 7,500,000 6,000,000 7,500,000 6,000,000 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 LAKESIDE HOLDING LIMITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2024 AND 2023 (UNAUDITED) For The Three Months Ended December 31, 2023 Common Shares Amount Subscription Receivable Additional Paid in Capital Retained Earnings (Deficits) Accumulated Other Comprehensive Income (Loss) Non- controlling Interest Total Balance at September 30, 2023 6,000,000 $ 600 $ ( 600 ) $ 642,639 $ ( 84,827 ) $ 2,972 $ — $ 560,784 Net income — — — — 64,224 — — 64,224 Balance at December 31, 2023 6,000,000 $ 600 $ ( 600 ) $ 642,639 $ ( 20,603 ) $ 2,972 $ — $ 625,008 For The Six Months Ended December 31, 2023 Common Shares Amount Subscription Receivable Additional Paid in Capital Retained Earnings (Deficits) Accumulated Other Comprehensive Income (Loss) Non- controlling Interest Total Balance at June 30, 2023 6,000,000 $ 600 $ ( 600 ) $ — $ 862,072 $ ( 244 ) $ ( 7,068 ) $ 854,760 Net income (loss) for the period — — — — ( 240,036 ) — ( 3,025 ) ( 243,061 ) Termination of S Corporation upon reorganization — — — 642,639 ( 642,639 ) — — — Deconsolidation of a subsidiary — — — — — — 10,187 10,187 Foreign currency translation adjustment — — — — — 3,216 ( 94 ) 3,122 Balance at December 31, 2023 6,000,000 $ 600 $ ( 600 ) $ 642,639 $ ( 20,603 ) $ 2,972 $ — $ 625,008 For The Three Months Ended December 31, 2024 Common Shares Amount Subscription Receivable Additional Paid in Capital Retained Earnings (Deficits) Accumulated Other Comprehensive Income (Loss) Total Balance at September 30, 2024 7,500,000 $ 750 $ — $ 4,942,791 $ ( 1,341,226 ) $ 15,965 $ 3,618,280 Net loss — — — — ( 1,946,820 ) — ( 1,946,820 ) Foreign currency translation adjustment — — — — — ( 25,179 ) ( 25,179 ) Balance at December 31, 2024 7,500,000 $ 750 $ — $ 4,942,791 $ ( 3,288,046 ) $ ( 9,214 ) $ 1,646,281 For The Six Months Ended December 31, 2024 Common Shares Amount Subscription Receivable Additional Paid in Capital Retained Earnings (Deficits) Accumulated Other Comprehensive Income (Loss) Total Balance at June 30, 2024 6,000,000 $ 600 $ ( 600 ) $ 642,639 $ ( 5,819 ) $ 2,972 $ 639,792 Paid in capital — — 600 — — — 600 Net loss — — — — ( 3,282,227 ) — ( 3,282,227 ) Initial public offering, net of share issuance costs 1,500,000 150 — 4,300,152 — — 4,300,302 Foreign currency translation adjustment — — — — — ( 12,186 ) ( 12,186 ) Balance at December 31, 2024 7,500,000 $ 750 $ — $ 4,942,791 $ ( 3,288,046 ) $ ( 9,214 ) $ 1,646,281 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 LAKESIDE HOLDING LIMITED CONDENSSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Six Months Ended December 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 3,282,227 ) $ ( 243,061 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation – G&A 50,804 35,991 Depreciation – cost of revenue 36,328 36,328 Amortization and interest expense of operating lease assets 989,003 439,142 Depreciation of right-of-use finance assets 15,480 14,385 Provision of allowance for expected credit loss 1,956 49,591 Deferred tax expense 89,581 26,125 Loss from derecognition of shares in subsidiary — 73,151 Changes in operating assets and liabilities: Accounts receivable – third parties 424,648 ( 479,056 ) Accounts receivable – related parties 565,766 ( 192,609 ) Contract assets 98,118 ( 27,169 ) Inventories, net ( 10,328 ) — Due from related parties ( 241,702 ) 40,740 Prepayment, other deposit ( 112,620 ) ( 23,269 ) Accounts payables – third parties 28,285 539,542 Accounts payables – related parties ( 156,165 ) 241,721 Accrued expense and other payables 312,722 122,547 Operating lease liabilities ( 742,649 ) ( 396,263 ) Net cash (used in) provided by operating activities ( 1,933,000 ) 257,836 Cash flows from investing activities: Purchase of furniture and equipment ( 36,072 ) — Payment for leasehold improvement ( 75,008 ) — Net cash payment for asset acquisition ( 552,721 ) — Loan to a third party ( 686,697 ) — Payment made for investment in other entity — ( 29,906 ) Net cash outflow from deconsolidation of a subsidiary (Appendix A) — ( 48,893 ) Net cash used in investing activities ( 1,350,498 ) ( 78,799 ) Cash flows from financing activities: Proceeds from loans 195,000 225,000 Repayment of loans ( 339,914 ) ( 185,856 ) Repayment of equipment and vehicle loans ( 55,877 ) ( 59,708 ) Principal payment of finance lease liabilities ( 14,964 ) ( 13,429 ) Payment for deferring offering cost — ( 140,000 ) Advances from Hupan Pharmaceutical prior to acquisition 276,365 Proceeds from initial public offering, net of share issuance costs 5,351,281 — Advanced to related parties ( 311,185 ) — Proceeds from shareholders — 158,455 Repayment to shareholders ( 805,345 ) — Net cash provided by (used in) financing activities 4,295,361 ( 15,538 ) Effect of exchange rate changes on cash ( 11,999 ) 3,216 Net increase in cash 999,864 166,715 Cash, beginning of the period 123,550 174,018 Cash, end of the period $ 1,123,414 $ 340,733 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for income tax $ — $ — Cash paid for interest $ 45,953 $ 15,503 SUPPLEMENTAL SCHEDULE OF NON-CASH IN INVESTING AND FINANCING ACTIVITIES Deferred offering costs within due to shareholders $ — $ 500,826 Deferred offering costs within accrued expense and other payables $ — $ 241,176 Additions to property and equipment included in loan payable $ 102,235 — Additions to leasehold improvement and furniture and fixture through account payable $ 42,803 $ — Settlement of due to shareholder and advance to related party $ 311,185 $ — NON-CASH ACTIVITIES Right of use assets obtained in exchange for operating lease obligations $ 1,445,498 $ — Right of use assets obtained in exchange for finance lease obligation $ 89,003 $ 19,982 APPENDIX A – Net cash outflow from deconsolidation of a subsidiary Working capital, net $ 29,812 Investment in other entity recognized ( 15,741 ) Elimination of NCl at deconsolidation of a subsidiary 10,187 Loss from deconsolidation of a subsidiary ( 73,151 ) Cash $ ( 48,893 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 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 1,500,000 shares of its common stock at an IPO price of $ 4.50 per share for aggregate gross proceeds of approximately $ 6.75 million from the offering (Note 14). In connection with the offering, the Company’s common shares began trading on the Nasdaq Capital Market under the trading symbol “LSH.” As of December 31, 2024, 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 August 28, 2023 Nevada 100 % Holding company Subsidiaries/companies with ownership American Bear Logistics Corp. (“ABL Chicago”) February 5, 2018 Illinois 100 % Logistics services Sichuan Hupan Jincheng Enterprise Management Co., Ltd (“Sichuan Hupan”)* July 10, 2024 Sichuan, China 100 % Exploring business opportunities in China Hupan Pharmaceutical (Hubei) Co., Ltd (“Hupan Pharmaceutical”)** November 21, 2024 Hubei, China 100 % Medical Injection and Pharmaceutical Distributor Wuhan Hupan New Energy Technology limited Co., Ltd (“Hupan New Energy”) December 12, 2024 Wuhan, China 80 % by Hupan Pharmaceutical Dormant Wuhan Ruixinda Technology Limited Co., Ltd (“Wuhan Ruixinda”) December 20, 2024 Wuhan, China 51 % by Hupan New Energy Dormant * On July 10, 2024, the Company incorporated a wholly-owned subsidiary, Sichuan Hupan Jincheng Enterprise Management Co., Ltd, in China. The Company is actively exploring the potential business opportunities in mainland China. ** On November 5, 2024, Sichuan Hupan entered into an equity transfer agreement (the “Equity Transfer Agreement”), through which the Company acquired 100 % of the equity interests in Hupan Pharmaceutical , a comprehensive pharmaceutical distribution and supply chain service provider, for a total consideration of $ 0.6 million (see Note 19). The transaction was completed on November 21, 2024. 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. 5 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION (cont.) Reorganization (continued) Prior to the Reorganization, Mr. Henry Liu, the Chairman of the Board and Chief Executive Officer (“CEO”), and Mr. Shuai Li, the President, each owned 50 % equity interest of the ABL Chicago (collectively, the “Controlling Group”). On September 23, 2023, the Controlling Group transferred their 100 % equity interest in ABL Chicago to the Company for a consideration of $ 1,000 . Upon this Reorganization, the Company ultimately owns 100 % equity interest of ABL Chicago. As part of the series of reorganization transactions to be completed before the offering, a 120-for-1 share split was conducted by the Company on March 29, 2024. After the share split, the issued share capital of the Company consists of $ 600 divided into 6,000,000 common shares, par value of $ 0.0001 each. 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 consolidated financial statements in accordance with ASC 805-50-45-5. On July 1, 2024, the Company closed its IPO of 1,500,000 shares of its common stock at an IPO price of $ 4.50 per share for aggregate gross proceeds of approximately $ 6.75 million from the offering. The total net proceeds to the Company from the IPO, after deducting discounts, expense allowance, and expenses, were approximately $ 5.79 million (Note 12). As at July 1, 2024, 7,500,000 shares of common stock are issued and outstanding. As of the date of this report, the Controlling Group collectively holds 76.0 % equity interest of the Company through H&L Logistics International LLC which holds 36.0 % equity interest of the Company, and Jiushen Transport LLC, which holds 40.0 % equity interest of the Company. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Lakeside Holding Limited and its wholly owned subsidiaries (collectively the “Company”). In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these unaudited condensed consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”) requires the use of management estimates. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2024. 6 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Use of estimates and assumptions In preparing the 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 condensed consolidated financial statements. Significant accounting estimates required to be made by management include allowance for credit losses, the percentage of performance obligation completed at the reporting period. 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 consist 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”) and in mainland China, which are insured by the People’s Bank of China Financial Stability Department (“FSD”) while there is a RMB 500,000 deposit insurance limit for a legal entity’s aggregated balance at each bank. As of December 31, 2024 and June 30, 2024, the Company had approximately $ 1.1 million and $ 0.1 million of cash in banks, most held in the banks located in the mainland of China and in the United States, respectively. Most of cash balance as of December 31, 2024 and June 30, 2024 are denominated in RMB and USD, respectively. 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 the allowance for credit losses. For those past due balances over one year and other higher risk receivables identified by the Company are reviewed individually for collectability. 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. Loss-rate approach is based on the historical loss rates and expectations of future conditions. The Company writes off potentially uncollectible accounts receivable against the allowance for credit losses if it is determined that the amounts will not be collected. As of December 31, 2024 and June 30, 2024, the Company recorded the allowance of credit loss of $ 56,022 and $ 54,066 , respectively. 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 or solutions. 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. 7 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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 using the cost method of accounting. Under the cost method of accounting, the investment is measured at cost, adjusted for observable price changes and 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 December 31, 2024 and June 30, 2024, the Company’s investment in ABL Wuhan amounted to $ 15,741 and no impairment charges was recorded. 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 7 years Machinery equipment 5 years Vehicles 5 years Leasehold improvement Lesser of the lease term or estimated useful lives of the assets 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 condensed consolidated statements of income (loss) and other comprehensive income (loss). Intangible Assets, net Intangible assets consist primarily of business license purchased from a third-party. It grants the Company the right of selling and distributing pharmaceutical products and solutions. 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 5 years. Accounts payable The account payables are derived from logistic services and forwarding service providers. The balances arise from logistics services provider are usually settled within 7 to 30 days. 8 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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. No impairment charge was recognized for the three and six months ended December 31, 2024 and 2023, respectively. Deferred offering costs Pursuant to ASC 340-10-S99-1, incremental offering costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. These costs include legal fees related to the registration drafting and counsel, consulting fees related to the registration preparation, audit fees, SEC filing and print related costs and exchange listing costs. The deferred offering costs are offset against additional paid-in capital upon receipts of the capital raised at IPO closing date. 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. 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 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 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 consolidated statements of operations and cash flows. 9 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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. 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 and cash equivalent, accounts receivable from third parties and related parties, amount due from related parties, due to shareholders, other receivables, contract assets, loan receivable balance from a third party, accounts payable, other payables, dividend payable and accrued expenses and other current liabilities approximate fair value due to their short-term nature. For lease liabilities 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 December 31, 2024 and June 30, 2024. 10 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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 The Company generates revenue from providing cross-border ocean and airfreight solutions. No practical expedients were used when adoption ASC606. Revenue recognition policies are as follow: 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 are departed 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. 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. 11 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 During the three and six months ended December 31, 2024, the Company started to generate 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 when control of goods is transferred to the customers upon goods delivered to the customers and acceptance 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. 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. The Company’s disaggregation of revenues for three months ended December 31, 2024 and 2023 is disclosed as below: By service/product type For the three months ended December 31, 2024 2023 Cross-border ocean freights solutions $ 1,374,805 $ 1,813,001 Cross-border airfreights solutions 2,002,698 3,103,102 Distribution of pharmaceutical products 218,086 - Total revenue $ 3,595,589 $ 4,916,103 For the three months ended December 31, 2024 2023 Timing of revenue recognition: Service transferred over time $ 3,377,503 $ 4,916,103 Product sales at a point in time 218,086 - Total revenue $ 3,595,589 $ 4,916,103 12 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Disaggregation of revenues (cont.) By customer geographic location For the three months ended December 31, 2024 2023 Asia-based customers $ 2,968,288 $ 2,602,745 U.S.-based customers 627,301 2,313,358 Total revenue $ 3,595,589 $ 4,916,103 The Company’s disaggregation of revenues for six months ended December 31, 2024 and 2023 is disclosed as below: By service type For the six months ended December 31, 2024 2023 Cross-border ocean freights solutions $ 3,211,396 $ 3,516,658 Cross-border airfreights solutions 4,247,661 5,547,921 Distribution of pharmaceutical products 218,086 - Total revenue $ 7,677,143 $ 9,064,579 For the six months ended December 31, 2024 2023 Timing of revenue recognition: Services transferred over time $ 7,459,057 $ 9,064,579 Product sales at a point in time 218,086 - Total revenue $ 7,677,143 $ 9,064,579 By customer geographic location For the six months ended December 31, 2024 2023 Asia-based customers $ 5,777,923 $ 4,296,968 U.S.-based customers 1,899,220 4,767,611 Total revenue $ 7,677,143 $ 9,064,579 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. 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. 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, freights arrangement charges and other overhead cost allocation. 13 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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, travelling and entertainment, bank charges, legal and professional fees, insurance expenses and other office expenses. 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 100 % of the first 3 % of the employee’s compensation contributed and 50 % of contributions exceeding 3 % of eligible compensation, not to exceed 5 % of the total eligible compensation. The employees’ voluntary contributions and the Company’s matching contributions are 100 % vested immediately. The Company adopted the 401(k) benefit plan from April 2022. The expense related to matching employees’ contributions was $ 6,896 and $ 7,456 for the three months ended December 31, 2024 and 2023, respectively. The expense related to matching employees’ contributions was $ 15,878 and $ 14,052 for the six months ended December 31, 2024 and 2023, respectively. 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 and six months ended December 31, 2024 and 2023, employee welfare contribution expenses amounted to approximately $ 11,225 , $ nil , $ 11,225 and $ nil , respectively. 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 13 %, depending on the type of products sold or services provided. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in taxes payable. All of the VAT returns filed by the Company’s subsidiaries in PRC remain subject to examination by the tax authorities for five years from the date of filing. 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 December 31, 2024 and 2023, the Company recognized rental income amounted to $ 87,227 and $ 30,300 , respectively. For the six months ended December 31, 2024 and 2023, the Company recognized rental income amounted to $ 188,294 and $ 80,683 , respectively. 14 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Income taxes Before the Reorganization, the Company has elected to be taxed as an S Corporation for federal and state income tax purposes. As an S Corporation, the Company is not subject to federal income tax and state tax in Illinois. 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 4.95 % of the taxpayer’s net income for the taxation year. The S corporation making the election is liable for paying the PTE tax, and the shareholders will receive credit for the amount of PTE tax credit paid but shall be liable to pay any remaining tax based on their share of the pass-through entity’s income and credits. Illinois also taxes 1.5 % replacement tax on S corporation’s net taxable income and franchise tax based on the corporation’s paid-in-capital for the 12 months prior to the annual report filing date. The franchise tax is not applicable for the Company. After the Reorganization, the Company is subjected to U.S. federal income tax at 21 % and the 7.0 % state tax and the 2.5 % replacement tax in the state of Illinois. The Company’s PRC subsidiary is 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 a unified 25 % enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. 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 December 31, 2024 and June 30, 2024, the Company did not have a liability for unrecognized tax benefits. It is the Company’s policy to includes 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 10% of their after-tax profit to the general reserve in accordance with the PRC accounting standards and regulations. The allocation to the general reserve will cease if such reserve has reached to 50% of the registered capital of respective company. These reserves can only be used for specific purposes and are not transferable to the Company in form of loans, advances, or cash dividends. There is no such regulation of providing statutory reserve in United States. 15 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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. 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. Foreign currency transactions Our reporting currency is the U.S. dollar. The functional currency of our operations, except for Lakeside Sichuan and Hupan Pharmaceutical, is the U.S. dollar. The functional currency of Lakeside Sichuan and Hupan Pharmaceutical is the RMB. The assets, liabilities, revenues, and expenses of Lakeside Sichuan and Hupan Pharmaceutical are remeasured in accordance with ASC 830. For the period ended December 31, 2024, assets and liabilities of Lakeside Sichuan and Hupan Pharmaceutical are translated into U.S. dollars based upon exchange rates prevailing at the end of each period. Revenues and expenses of Lakeside Sichuan 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 consolidated financial statements in this report: December 31, 2024 Balance sheet items, except for equity accounts US$ 1 =RMB 7.2993 Items in the statements of income and cash flows US$ 1 =RMB 7.1767 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. 16 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 and cash equivalents, accounts receivable, contract assets, other receivable, loan receivable balance from a third party and amounts due 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 500,000 deposit insurance limit for a legal entity’s aggregated balance at each bank. As of December 31, 2024 and June 30, 2024, one bank account exceeded the insured limit. To limit the exposure to credit risk relating to deposits, the Company primarily places cash deposits with large financial institutions in the mainland China. The Company also has the bank accounts at financial institutions in the United States, where there is $ 250,000 standard deposit insurance coverage limit per depositor, per FDIC-insured bank and per ownership category. As of December 31, 2024 and June 30, 2024, no bank balance exceeded the insured limit. To limit the exposure to credit risk relating to deposits, the Company primarily places cash deposits with large financial institutions in the United States. 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. Due from related parties’ balances and loan receivable balance from a third party are monitored on an ongoing basis with the result that the Company’s exposure to impairment is not significant. As of December 31, 2024 and June 30, 2024, none of the Company’s due from related parties and loan receivable balance from a third party are impaired. b. Foreign exchange risk Our subsidiary in PRC has 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. 17 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Concentrations and risks (cont.) c. Interest rate risk 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 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 rates and 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. 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 analyze its cash flow position, its ability to generate sufficient revenue sources in the future and its operating and capital expenditure commitments. The Company is historically funded the working capital needs primarily from operations, loans, as well as shareholder advances to the Company. The Company will use the capital from its offering closed in July 2024 to fund the further working capital needs. 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 November 2023, the FASB issued ASU No. 2023-07, “Improvements to Reportable Segment Disclosures” (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. Management is currently evaluating the provisions of this ASU and expect to adopt them for the year ending June 30, 2025. In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures” (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income tax paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will likely result in the required additional disclosures being included in the Company’s consolidated financial statements, once adopted. 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 consolidated balance sheets, statements of income (loss) and comprehensive income (loss) and statements of cash flows. 18 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 3 — ACCOUNTS RECEIVABLE, NET Accounts receivable, net consists of the following: December 31, 2024 June 30, 2024 Accounts receivable – third-party customers $ 1,697,459 $ 2,122,107 Less: allowance for credit loss – third-party customers ( 51,685 ) ( 39,955 ) Accounts receivable from third-party customers, net $ 1,645,774 $ 2,082,152 Add: accounts receivable – related party customers $ 211,630 $ 777,396 Less: allowance for credit loss – related party customers ( 4,337 ) ( 14,111 ) Total accounts receivable, net $ 207,293 $ 763,285 Approximately $ 0.2 million or 78.3 % of the accounts receivable balance from related party customers has been collected as of the report date. Approximately $ 1.2 million or 70.8 % of the accounts receivable balance from third party customers has been collected as of the report date. The movement of allowance for credit loss for the six months ended December 31, 2024 and the year ended June 30, 2024 is as follows: December 31, 2024 June 30, 2024 Beginning balance $ 54,066 $ 25,909 Addition of provision 1,956 28,157 Ending balance $ 56,022 $ 54,066 The Company recorded reversal allowance for credit loss of $ 10,881 and $ 2,531 for the three months ended December 31, 2024 and 2023, respectively. The Company recorded addition of allowance for credit loss of $ 1,956 and $ 49,591 for the six months ended December 31, 2024 and 2023, respectively. NOTE 4 — INVENTORIES, NET Inventories, net consists of the following: December 31, 2024 June 30, 2024 Finished goods $ 10,328 $ - Less: inventory allowance - - Inventories, net $ 10,328 $ - 19 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 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 $ 2 million at a fixed interest rate of 4.35 % per annum with a maturity date of twelve months. There is no pledge and guarantee from the third party and the loan is on demand and can be called by the Company. The loan balance was $ 686,697 and $ nil as of December 31, 2024 and June 30, 2024, respectively, and interest income receivable from the third party as of December 31, 2024 and 2023 are nil and nil , respectively. NOTE 6 — PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: December 31, 2024 June 30, 2024 Furniture and Fixtures $ 61,093 $ 49,887 Machinery equipment 292,064 281,230 Vehicles 455,882 324,267 Leasehold improvement 184,709 82,050 Subtotal 993,748 737,434 Less: accumulated depreciation ( 479,675 ) ( 392,551 ) Property and equipment, net $ 514,073 $ 344,883 Depreciation expense recorded in general and administrative expense was $ 32,809 and $ 17,995 for the three months ended December 31, 2024 and 2023, respectively. Depreciation expense recorded in cost of revenue was $ 18,164 and $ 18,163 for the three months ended December 31, 2024 and 2023, respectively. Depreciation expense recorded in general and administrative expense was $ 50,804 and $ 35,991 for the six months ended December 31, 2024 and 2023, respectively. Depreciation expense recorded in cost of revenue was $ 36,328 and $ 36,328 for the six months ended December 31, 2024 and 2023, respectively. NOTE 7 — INTANGIBLE ASSETS, NET Net intangible assets consists of the following: December 31, 2024 June 30, 2024 License $ 418,867 $ - Less: accumulated amortization - - Intangible asset, net $ 418,867 $ - On November 5, 2024, the Company purchased a license of pharmaceutical distribution in Mainland China through its acquisition of 100 % equity interest in Hupan Pharmaceutical. The Company recognized the distribution license as an intangible asset of $ 418,867 based on the assessment of fair value at the purchase date (see Not 18), adjusted by deferred taxes recorded on temporary book/tax differences in an asset acquisition using the simultaneous equations method. The transaction was closed on November 21, 2024. No impairment and amortization expense recognised for the three and six months ended December 31, 2024 and 2023, respectively. 20 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 8 — 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. As of December 31, 2024 and June 30, 2024, balance of lease liabilities was $ 4,543,205 and $ 3,693,211 , respectively. The Company recognized additional operating lease liabilities of $ 849,994 as result of entering into three new operating lease agreements for the six months ended December 31, 2024. The ROU asset was recognized at the discount rate of 10.25 % for one lease with a lease term of 1.6 years in the U.S., 4.42 % for another lease with a lease term of 2 years in China and 4.42 % for another lease with a lease term of 5 years in China, resulting in a total of $ 1,445,498 on the commencement date. As of December 31, 2024, the Company recognized additional finance lease liabilities of $ 74,038 as result of entering into two new finance lease agreements for the six months ended December 31, 2024. The ROU asset was recognized at the discount rate of 9.75 % and 10.75 % for both two leases with a lease term of 5 years in the U.S., resulting in a total of $ 89,003 on the commencement date. Total operating lease expenses on offices, warehouses, and warehouse equipment for the three months ended December 31, 2024 and 2023 were $ 522,281 and $ 219,571 , respectively. Total operating lease expenses on offices, warehouses, and warehouse equipment for the six months ended December 31, 2024 and 2023 were $ 989,003 and $ 439,142 , respectively. Total finance lease expenses on warehouse machinery and equipment for the three months ended December 31, 2024 and 2023 were $ 9,415 and $ 7,436 , respectively. Depreciation of finance lease right-of-use assets were $ 7,886 and $ 7,053 for the three months ended December 31, 2024 and 2023, respectively. Total finance lease expenses on warehouse machinery and equipment for the six months ended December 31, 2024 and 2023 were $ 17,431 and $ 15,099 , respectively. Depreciation of finance lease right-of-use assets were $ 15,480 and $ 14,385 for the six months ended December 31, 2024 and 2023, respectively. The following table includes supplemental cash flow and non-cash information related to leases: For the six months ended December 31, 2024 2023 Cash paid of amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 742,649 $ 396,263 Operating cash flows from finance leases $ 1,951 $ 714 Financing cash flows from finance leases $ 14,964 $ 13,429 Right-of-use assets obtained in exchange for lease obligations: Finance lease liabilities $ 89,003 $ 19,982 Operating lease liabilities $ 1,445,498 $ — 21 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 8 — LEASES (cont.) The weighted average remaining lease terms and discount rates for all of operating lease and finance leases is as follows: December 31, 2024 June 30, 2024 Weighted-average remaining lease term (years): Operating lease 2.86 years 3.05 years Finance lease 3.54 years 1.31 years Weighted average discount rate: Operating lease 7.04 % 6.30 % Finance lease 9.11 % 6.51 % The following is a schedule of maturities of operating and finance lease liabilities as of December 31, 2024: Operating leases Twelve months ending December 31, Repayment 2025 $ 2,439,066 2026 1,140,961 2027 583,160 2028 604,290 2029 283,950 Total future minimum lease payments 5,051,427 Less: imputed interest ( 508,222 ) Total operating lease liabilities $ 4,543,205 Financing leases Twelve months ending December 31, Repayment 2025 $ 56,205 2026 30,909 2027 21,656 2028 21,656 2029 18,046 Total future minimum lease payments 148,472 Less: imputed interest ( 19,355 ) Total finance lease liabilities $ 129,117 22 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 9 — ACCRUED LIABILITIES AND OTHER PAYABLES Accrued liabilities and other payables comprise the following amounts relating to the operation of the Company December 31, 2024 June 30, 2024 Credit card payables $ 459,441 $ 235,673 Payroll liabilities 288,233 120,379 Accrued expense (a) 341,519 435,019 Other payables (b) 155,308 544,733 Total $ 1,244,501 $ 1,335,804 Note (a): The balance mainly consists of accrued interest of $ 199,519 and $ 175,019 and accrued professional fee of $ 142,000 and $ 260,000 as of December 31, 2024 and June 30, 2024, respectively. (b): The balance mainly consists of payable related to initial offering cost of $ 100,000 and $ 541,819 as of December 31, 2024 and June 30, 2024, respectively. NOTE 10 — 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: December 31, 2024 June 30, 2024 Equipment loans $ 58,834 $ 84,357 Vehicle loans 218,164 146,283 Other loans 507,783 652,697 Total 784,781 883,337 Less: loan payable, current ( 609,935 ) ( 746,962 ) Loan payable, non-current $ 174,846 $ 136,375 Equipment loans On December 7, 2020, the Company entered into an equipment loan with Toyota Commercial Finance for a principal amount of $ 48,033 at a fixed interest rate of 3.99 % per annum with a maturity date of December 1, 2025 . The loan balance was $ 10,387 and $ 15,427 as of December 31, 2024 and June 30, 2024, respectively. On March 9, 2021, the Company entered into an equipment loan with Toyota Commercial Finance for a principal amount of $ 12,700 at a fixed interest rate of 3.99 % per annum with a maturity date of July 6, 2025 . The loan balance was $ 1,980 and $ 3,642 as of December 31, 2024 and June 30, 2024, respectively. On April 7, 2021, the Company entered into an equipment loan with Toyota Commercial Finance for a principal amount of $ 12,700 at a fixed interest rate of 3.99 % per annum with a maturity date of July 6, 2025 . The loan was guaranteed by Mr. Henry Liu, the Chairman of the Board and CEO. The loan balance was $ 1,980 and $ 3,642 as of December 31, 2024 and June 30, 2024, respectively. 23 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 10 — LOANS PAYABLE (cont.) On June 4, 2021, the Company entered into an equipment loan with Toyota Commercial Finance for a principal amount of $ 26,800 at a fixed interest rate of 3.79 % per annum with a maturity date of June 3, 2025 . The loan balance was $ 3,576 and $ 7,085 as of December 31, 2024 and June 30, 2024, respectively. On June 14, 2021, the Company entered into an equipment loan with Toyota Commercial Finance for a principal amount of $ 20,724 at a fixed interest rate of 6 % per annum with a maturity date of August 06, 2024 . The loan balance was $ nil and $ 1,252 as of December 31, 2024 and June 30, 2024, respectively. On July 13, 2021, the Company entered into an equipment loan with Toyota Commercial Finance for a principal amount of $ 8,465 at a fixed interest rate of 6 % per annum with a maturity date of June 30, 2024 . The loan balance was $ nil and $ 256 as of December 31, 2024 and June 30, 2024, respectively. On September 28, 2021, the Company entered into another equipment loan with Toyota Commercial Finance for a principal amount of $ 23,600 at a fixed interest rate of 3.54 % per annum with a maturity date of June 30, 2024 . The loan balance was $ nil and $ 690 as of December 31, 2024 and June 30, 2024, respectively. On February 21, 2023, the Company entered into an equipment loan with Toyota Commercial Finance for a principal amount of $ 29,705 at a fixed interest rate of 7.90 % per annum with a maturity date of February 20, 2027 . The loan balance was $ 17,244 and $ 20,823 as of December 31, 2024 and June 30, 2024, respectively. On June 10, 2021, the Company entered into an equipment loan with Amur Equipment Finance for a principal amount of $ 41,239 at a fixed interest rate of 13.92 % per annum with a maturity date of June 9, 2026 . The loan is personally guaranteed by Henry Liu, the Chairman of the Board and CEO. The loan term was 5 years . The loan balance was $ 14,479 and $ 18,972 as of December 31, 2024 and June 30, 2024, respectively. On September 9, 2021, the Company entered into an equipment loan with Hatachi Capital America Corp. for a principal amount of $ 28,450 at a fixed interest rate of 9.49 % per annum with a maturity date of March 15, 2026 . The loan balance was $ 9,188 and $ 12,569 as of December 31, 2024 and June 30, 2024, respectively. The Company made the total principal repayments of $ 11,768 and $ 16,082 in connection with the above equipment loans during the three months ended December 31, 2024 and 2023, respectively. Interest expenses for the above-mentioned equipment loans amounted to $ 1,416 and $ 2,423 during the three months ended December 31, 2024 and 2023, respectively. The Company made the total principal repayments of $ 25,523 and $ 31,906 in connection with the above equipment loans during the six months ended December 31, 2024, and 2023, respectively. Interest expenses for the above-mentioned equipment loans amounted to $ 3,056 and $ 5,105 for the six months ended December 31, 2024 and 2023, respectively. Vehicle loans On May 20, 2020, the Company entered into a vehicle loan with BMW Financial Services for a principal amount of $ 77,844 at a fixed interest rate of 0.9 % per annum with a maturity date of June 4, 2025 . The loan balance was $ 7,943 and $ 15,853 as of December 31, 2024 and June 30, 2024, respectively. On July 29, 2021, the Company entered into a vehicle loan with AutoNation Honda O’Hare for a principal amount of $ 41,851 at a fixed interest rate of 1.90 % per annum with a maturity date of August 10, 2025 . The loan was guaranteed by Mr. Henry Liu, the Chairman of the Board and CEO. The loan balance was $ 7,197 and $ 12,540 as of December 31, 2024 and June 30, 2024, respectively. 24 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 10 — LOANS PAYABLE (cont.) On June 3, 2022, the Company entered into a vehicle loan with Tesla, Inc. for a principal amount of $ 101,050 at a fixed interest rate of 3.24 % per annum with a maturity date of June 18, 2027 . The loan balance was $ 52,604 and $ 62,630 as of December 31, 2024 and June 30, 2024, respectively. On January 23, 2023, the Company entered into a vehicle loan with Tesla, Inc. for a principal amount of $ 68,540 at a fixed interest rate of 5.34 % per annum with a maturity date of February 9, 2029 . The loan balance was $ 49,973 and $ 55,259 as of December 31, 2024 and June 30, 2024, respectively. On October 4, 2024, the Company entered into a vehicle loan with Tesla, Inc. for a principal amount of $ 102,235 at a fixed interest rate of 9.14 % per annum with a maturity date of October 18, 2030 . The loan balance was $ 100,447 and $ nil as of December 31, 2024 and June 30, 2024, respectively. The Company made the total principal repayments of $ 16,119 and $ 13,947 in connection with the above vehicle loans during the three months ended December 31, 2024 and 2023, respectively. Interest expenses for the above-mentioned above vehicle loans amounted to $ 3,136 and $ 1,595 during the three months ended December 31, 2024 and 2024, respectively. The Company made the total principal repayments of $ 30,354 and $ 27,801 in connection with the above vehicle loans during the six months ended December 31, 2024, and 2023, respectively. Interest expenses for the above-mentioned equipment loans amounted to $ 4,444 and $ 3,283 for the six months ended December 31, 2024 and 2023, respectively. Other loans December 31, 2024 June 30, 2024 Loan A $ 120,000 $ 150,000 Loan B — 200,000 Loan C 50,000 50,000 Loan D 125,000 175,000 Loan E 46,158 77,697 Loan F 125,000 — Loan G 41,625 — Total $ 507,783 $ 652,697 (a) The Company entered a loan of $ 300,000 with an unrelated party on March 1, 2022. The loan is unsecured, with a fixed interest of 15 % per annum and payable on monthly basis, for 6 months period and matured on September 1, 2022 . On September 1, 2022, both parties agreed to extend the loan’s principal payment term to on demand. (b) The Company entered a loan of $ 200,000 with an unrelated party on July 26, 2021. The loan is unsecured, with no interest bearing for 6 months period and matured on January 25, 2022 . The Company paid a principal of $ 100,000 during the year ended June 30, 2021 and both parties agreed to extend the remaining principal balance of $ 100,000 payment term to on demand. On April 8, 2024, the Company entered another loan of $ 100,000 with the same party. The loan is unsecured, with no interest bearing for a 6-month period and matured on September 7, 2024 . The Company has made repayment of $ 200,000 during the six months ended December 31, 2024. 25 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 10 — LOANS PAYABLE (cont.) (c) The Company entered a loan agreement of 50,000 with an employee on October 27, 2021. The loan is non-interest bearing, for a 12-month period, and matured on October 26, 2022 . On October 26, 2022, both parties agreed to extend the loan term to on demand. (d) The Company entered a loan agreement of $ 100,000 with an unrelated party on July 3, 2023. The loan is non-interest bearing, for a 6-month period. On April 10, 2024, the Company entered another loan agreement of $ 75,000 with same party. The loan is non-interest bearing, for a 6-month period, and matured on September 9, 2024 . The Company made repayment of $ 50,000 during the six months ended December 31, 2024. Both parties agreed to extend the remaining principal balance of $ 125,000 payment term to on demand (e) The Company entered a loan of $ 125,000 with an unrelated party on August 17, 2023. The loan is personally guaranteed by Henry Liu, the Chairman of the Board and CEO, with a fixed interest of 16.00 % per annum for 24 months period and matured on August 16, 2025 . The monthly payment is $ 6,120 blending of interest and principal. (f) On October 16, 2024, the Company entered a loan of $ 150,000 with an unrelated party. The loan is personally guaranteed by Henry Liu, the Chairman of the Board and CEO, with a fixed interest of 33.37 % per annum and payable on monthly basis, for 12 months period and matured on October 16, 2025 . The monthly payment is $ 16,250 for the first six months and $ 13,250 for the remaining six months blending of interest and principal. (g) The Company entered a loan of $ 45,000 with an unrelated party on November 5, 2024. The loan is personally guaranteed by Henry Liu, the Chairman of the Board and CEO, with a fixed interest of 24.16 % per annum and payable on monthly basis, for 12 months period and matured on November 5, 2025 . The monthly payment is $ 4,259 blending of interest and principal. The Company made the total principal repayments of $ 74,458 and $ 18,360 in connection with the above other loans during the three months ended December 31, 2024 and 2023, respectively. Interest expenses for the above-mentioned other loans amounted to $ 21,550 and $ 24,367 during the three months ended December 31, 2024 and 2023, respectively. The Company made the total principal repayments of $ 339,914 and $ 42,258 in connection with the above other loans during the six months ended December 31, 2024 and 2023, respectively. Interest expenses for the above-mentioned other loans amounted to $ 38,064 and $ 42,451 for the six months ended December 31, 2024 and 2023, respectively. The repayment schedule for the Company’s loans is as follows: Twelve months ending December 31, Vehicle loans Equipment loans Others Total 2025 $ 72,858 45,295 535,306 653,459 2026 57,636 16,393 — 74,029 2027 46,662 1,448 — 48,110 2028 35,689 — — 35,689 2029 24,517 — — 24,517 2030 18,571 — — 18,571 Total undiscounted borrowings 255,933 63,136 535,306 854,375 Less: imputed interest ( 37,769 ) ( 4,302 ) ( 27,523 ) ( 69,594 ) Total $ 218,164 58,834 507,783 784,781 26 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 11 — GENERAL AND ADMINISTRATIVE EXPENSES For the six months ended December 31, 2024 2023 Payroll expense $ 1,712,110 $ 1,022,328 Staff benefit expense 278,004 198,917 Professional expense 556,126 32,337 Travelling and entertainment 411,649 159,993 Office expense 255,022 164,164 Lease expense 151,806 38,191 Insurance 125,131 6,948 Other expense 99,412 54,398 Repair and maintenance 73,492 90,227 Depreciation expense 50,804 35,991 Advertising 22,770 24,329 Motor expense 9,725 12,367 Bank charges 1,880 641 Management fee 1,128 — Total $ 3,749,059 $ 1,840,831 For the three months ended December 31, 2024 2023 Payroll expense $ 952,968 $ 558,315 Staff benefit expense 113,588 91,674 Professional expense 216,012 14,802 Travelling and entertainment 285,541 87,900 Other expense 33,475 38,211 Office expense 88,513 93,965 Lease expense 87,681 19,094 Insurance 51,448 2,205 Repair and maintenance 33,535 47,286 Depreciation expense 32,809 17,995 Advertising 11,084 6,146 Motor expense 3,934 7,078 Bank charges 1,265 382 Total $ 1,911,853 $ 985,053 27 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 12 — RELATED PARTY TRANSACTIONS The relationship of related parties is summarized as follow: Name of Related Party Relationship to the Company Mr. Henry Liu Chairman of the Board, CEO, and an ultimate shareholder of the Company Mr. Shuai Li President, and an ultimate shareholder of the Company Weship Transport Inc. (“Weship”) Controlled by Mr. Henry Liu American Bear Logistics (Wuhan) Co., Ltd. (“ABL Wuhan”) The Company owns 5% of equity interest American Bear Logistics (Shenzhen) Co., Ltd. (“ABL Shenzhen”) 100% owned subsidiary of ABL Wuhan LLL Intermodal Inc. (“Intermodal”) Controlled by Mr. Henry Liu ABL LAX LLC. (“ABL LAX”) Controlled by Mr. Henry Liu and Mr. Shuai Li a) Summary of balances with related parties Due from related parties consist of mainly the accumulated rent, storage fees and the salaries of contractors charged from the following parties: December 31, 2024 June 30, 2024 Due from Weship $ 618,057 $ 422,742 Due from Intermodal 18,537 18,537 Due from ABL LAX LLC. 46,386 — Total $ 682,980 $ 441,279 The Company has collected approximately $ 142,112 from Weship as of the report date, and is planning to collect the remaining receivable balance from two related parties by the end of June 2025. b) Summary of balances payable to related parties December 31, 2024 June 30, 2024 Account payable to Weship $ 55,982 $ 175,172 Account payable to ABL Wuhan 10,000 52,000 Account payable to Intermodal 5,575 550 Total $ 71,557 $ 227,722 28 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 12 — RELATED PARTY TRANSACTIONS (cont.) c) Summary of balances receivable from related parties December 31, 2024 June 30, 2024 Account receivable from Weship $ 30,791 $ 32,435 Account receivable from ABL Shenzhen 160,042 — Account receivable from ABL Wuhan 20,797 744,961 Total $ 211,630 $ 777,396 The Company has collected approximately $ 0.2 million from the related parties as of the report date. d) Summary of related parties’ transactions For the three months ended December 31, 2024 2023 Revenue from Weship $ 330 $ 24,926 Revenue from ABL Wuhan $ 22,379 $ 305,481 Revenue from ABL Shenzhen $ 252,518 $ — Cost of revenue charged by Weship $ 169,098 $ 304,756 Rental income from Weship $ 81,542 $ 19,500 Cost of revenue charged by Intermodal $ 168,544 $ 122,785 Cost of revenue charged by ABL Wuhan $ 18,678 $ — For the six months ended December 31, 2024 2023 Revenue from Weship $ 1,762 $ 28,067 Revenue from ABL Wuhan $ 447,206 $ 396,529 Revenue from ABL Shenzhen $ 308,026 — Cost of revenue charged by Weship $ 515,113 $ 764,191 Rental income from Weship $ 178,854 $ 56,383 Cost of revenue charged by Intermodal $ 341,009 $ 246,961 Cost of revenue charged by ABL Wuhan $ 64,928 $ 11,725 During the three and months ended December 31, 2024 and 2023, the Company had the following transactions with its related parties — Weship, ABL Wuhan, ABL Shenzhen and Intermodal (a) The Company provides logistic forwarding services to Weship, ABL Wuhan and ABL Shenzhen and charges Weship, ABL Wuhan and ABL Shenzhen at its regular market rate for the services provided. (b) Weship is one of the Company’s vendors for truck delivery service. (c) The Company subleased portion of its warehouse space to Weship for rental income. The Company subleased its warehouse in Chicago to Weship in July 2023 and again for the period from January 2024 to December 2024. The Company also subleased another warehouse in Los Angeles beginning in August 2023 and ending in October 2024. (d) Intermodal is one of the Company’s vendors for truck delivery service. (e) ABL Wuhan provides labor force and certain cross-border freight consolidation and forwarding services and is one of our cross-border freight consolidation and forwarding service providers. 29 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 12 — RELATED PARTY TRANSACTIONS (cont.) e) Due to shareholders December 31, 2024 June 30, 2024 Due to shareholders, end $ — $ ( 1,018,281 ) The balance with the shareholders is unsecured, interest free, and due on demand. The Company had balance of due to shareholder Henry Liu of $ nil and $ 986,923 and Shuai Li of $ nil and $ 31,358 as of December 31, 2024 and June 30, 2024, respectively. f) Dividend payable to shareholders December 31, 2024 June 30, 2024 Dividend payable to Mr. Henry Liu $ — $ ( 27,056 ) Dividend payable to Mr. Shuai Li — ( 71,794 ) Total $ — $ ( 98,850 ) No non-taxable dividend was declared to shareholders for the three and six months ended December 31, 2024. As of December 31, 2024, dividends payable of $ 98,850 was offset against balances due from shareholders. g) Salaries and employee benefits paid to major shareholders For the three months ended December 31, 2024 2023 Mr. Henry Liu $ 11,262 $ 25,573 Mr. Shuai Li 12,905 25,705 Total $ 24,167 $ 51,278 For the six months ended December 31, 2024 2023 Mr. Henry Liu $ 33,785 $ 55,395 Mr. Shuai Li 38,715 56,208 Total $ 72,500 $ 111,603 30 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 13 — 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 4.95 % of the taxpayer’s net income for the taxable year. The S corporation making the election is liable for paying the PTE tax, and the shareholders will receive credit for the amount of PTE tax credit paid but shall be liable to pay any remaining tax based on their share of the pass-through entity’s income and credits. Illinois also taxes 1.5 % replacement tax on S corporation’s net taxable income. 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 28 % in each period, representing a U.S. federal income tax rate of 21.0 % and 7 % state income tax for Illinois. Also, as a C Corporation, the Company is subjected to Illinois State replacement tax at rate of 2.5 % and no PTE tax is applicable. The Company’s PRC subsidiary, is governed by the income tax laws of the PRC and is subjected to 25 % of the preferential tax rate. 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 $ 17,894 increase to the net deferred tax assets to $ 50,877 and an increase to the provision for income taxes of $ 17,894 during the three months ended December 31, 2023. As of December 31, 2024 and June 30, 2024, 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 December 31, 2024 and 2023, 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 six months ended December 31, 2024 and 2023 consists of the following: For the six months ended December 31, 2024 2023 Current income tax expense $ — $ — Deferred income tax expense 89,581 8,231 Deferred state tax adjustment – change of tax rates — 17,894 Total income tax expense $ 89,581 $ 26,125 31 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 13 — TAXES (cont.) The following table reconciles the statutory tax rate to the Company’s effective tax the six months ended December 31, 2024 and 2023: For the six months ended December 31, 2024 2023 Loss before tax $ ( 3,192,646 ) $ ( 216,936 ) Statutory state tax rate 21 % 21 % Income tax recovery at the federal statutory rate ( 670,456 ) ( 45,557 ) Illinois state tax/PET tax recovery ( 200,066 ) ( 15,186 ) Illinois replacement tax recovery ( 71,452 ) ( 5,423 ) Change in valuation allowance 1,048,676 — Tax benefit as S corporate — 92,291 Tax effect on other tax jurisdiction ( 17,121 ) — Total income tax expense $ 89,581 $ 26,125 The provision for income tax for the three months ended December 31, 2024 and 2023 consists of the following: For the three months ended December 31, 2024 2023 Current income tax expense $ — $ — Deferred income tax expense — 28,184 Total income tax expense $ — $ 28,184 The following table reconciles the statutory tax rate to the Company’s effective tax the three months ended December 31, 2024 and 2023: For the three months ended December 31, 2024 2023 (Loss) income before tax $ ( 1,946,820 ) $ 92,408 Statutory state tax rate 21 % 21 % Income tax (recovery) expense at the federal statutory rate ( 408,832 ) 19,406 Illinois state tax/PET tax (recovery) expense ( 120,596 ) 6,468 Illinois replacement tax (recovery) expense ( 43,070 ) 2,310 Change in valuation allowance 585,198 — Tax effect on other tax jurisdiction ( 12,700 ) — Total income tax expense $ — $ 28,184 The Company’s deferred tax assets and liabilities consist of the following: December 31, 2024 June 30, 2024 Deferred tax assets: Allowance for credit loss $ 17,087 $ 16,490 Lease liability – operating 1,292,066 1,126,429 Lease liability – financing 39,381 16,799 Non-capital loss carried forward 882,515 - Valuation allowance ( 1,048,677 ) - Total deferred tax assets $ 1,182,372 $ 1,159,718 Deferred tax liabilities: Right of use assets – operating ( 1,148,518 ) ( 1,058,707 ) Right of use assets – financing ( 33,854 ) ( 11,430 ) Intangible asset - license ( 104,717 ) - Total deferred tax liabilities ( 1,287,089 ) ( 1,070,137 ) Deferred tax (liability) assets, net $ ( 104,717 ) $ 89,581 32 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 14 — 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 50,000 shares of common stock with par value of $ 0.0001 . 50,000 shares of common stocks of the Company were issued on August 28, 2023. On October 25, 2023, the Company amended its Articles of Incorporation to increase its number of authorized common stocks from 50,000 shares to 200,000,000 shares. On March 29, 2024, a 120-for-1 share split was conducted by the Company. After the share split and as of the date of this report, the issued share capital of the Company consists of $ 600 divided into 6,000,000 common shares, par value of $ 0.0001 each. On July 1, 2024, the Company closed its IPO of 1,500,000 shares of its common stock at an IPO price of $ 4.50 per share for aggregate gross proceeds of approximately $ 6.75 million from the offering. The total net proceeds to the Company from the IPO, after deducting discounts, expense allowance, and issuance expenses of a total of $ 1.0 million, were approximately $ 5.35 million. As of December 31, 2024 and June 30, 2024, 7,500,000 and 6,000,000 common shares were issued and outstanding, respectively, with par value of $ 0.0001 . Additional Paid-in Capital The Company transferred its accumulated retained earnings as of September 23, 2023 from retained earnings to additional paid-in capital as the original owners’ contribution to the capital of the Company upon the Reorganization and the termination of S corporation for ABL Chicago. For the period ended December 31, 2024, the Company closed its IPO and net proceed from offering, deducted by the IPO deferring cost and par value was transferred to additional paid-in capital. Representative’s Warrants Pursuant to the Underwriting Agreement, the Company issued to the Representative and its designee warrants (the “Representative’s Warrants”) to purchase 75,000 shares of common stock. The Representative’s Warrants are exercisable at a per share exercise price of $ 4.50 equal to IPO price and are exercisable at any time and from time to time, in whole or in part, during the period commencing on December 30, 2024 and terminating on June 30, 2029. Neither the Representative’s Warrants nor any of the shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by any person, for a period of six months immediately following the commencement of sales of the offering. 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 $ 159,000 , which was considered a direct cost of IPO and included in additional paid-in capital. The fair value has been estimated using the Black-Scholes pricing model with the following weighted-average assumptions: market value of underlying share of $ 4.00 , risk free rate of 4.3 %, expected term of five years ; exercise price of the warrants of $ 4.5 , volatility of 61 %; and expected future dividends of nil . As of December 31, 2024, 75,000 warrants in connection with IPO funding was outstanding, with an exercise price of $ 4.5 and remaining life of 4.50 years. 33 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 15 — EARNINGS (LOSS) PER SHARE For the three and six months ended December 31, 2024, the Company has no stock option issued and its warrants are considered to be antidilutive. Thus, no impact on diluted earnings per share. For the three and six months ended December 31, 2023, the Company has no stock options and warrants issued and no impact on diluted earnings per share. For the three months ended December 31, 2024 2023 Net (loss) income attributable to the Company $ ( 1,946,820 ) $ 64,224 Weighted average number of common shares outstanding – Basic and Diluted 7,500,000 6,000,000 (Loss) earnings per share – Basic and Diluted $ ( 0.26 ) $ 0.01 For the six months ended December 31, 2024 2023 Net loss attributable to the Company $ ( 3,282,227 ) $ ( 240,036 ) Weighted average number of common shares outstanding – Basic and Diluted 7,500,000 6,000,000 Loss per share – Basic and Diluted $ ( 0.44 ) $ ( 0.04 ) NOTE 16 — CONCENTRATIONS RISK The Company had two and two third-party customers individually generated over 10% of the Company’s total revenue for the six months ended December 31, 2024 and 2023, respectively. The Company had no and no related-party customer individually generated over 10% of the Company’s total revenue for the six months ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and June 30, 2024, the Company had one and one third-party customers and no and one related-party customer individually represented over 10% of account receivables, respectively. The Company had no and no third-party suppliers individually represented over 10% of the Company’s cost of revenue for six months ended December 31, 2024 and 2023, respectively. The Company had no and one related-party suppliers individually represented over 10% of the Company’s cost of revenue for six months ended December 31, 2024 and 2023, respectively. The Company had three and one third-party supplier and no and one related-party supplier represented over 10% of the Company’s accounts payable as of December 31, 2024 and June 30, 2024, respectively. 34 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 17 — SEGMENT REPORTING 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. Management of the Company concludes that it has two reporting segments listed as below for the six months ended December 31, 2024. The Company and its subsidiaries are located either in the U.S. or China. The Company is primarily engaged in the business of providing customized cross-border freight solutions in the U.S. and distribution of pharmaceutical products in China. For the six months ended December 31, 2023, the Company’s CEO reviews consolidated results when making decisions about allocating resources and assessing performance of the Company, rather than by service types or customer geographic location; hence the Company concluded it has only one reporting segment. The summary of key information by segments for the six months ended December 31, 2024 was as follows: Cross-border freight solutions (U.S.) Pharmaceutical distribution (China) Others Total for the six months ended December 31, 2024 Revenue from external customers $ 6,702,063 $ 218,086 $ – $ 6,920,149 Revenue from related parties $ 756,994 $ – $ – $ 756,994 Cost of revenue $ 7,075,044 $ 121,791 $ – $ 7,196,835 Gross profit $ 384,013 $ 96,295 $ – $ 480,308 Depreciation & amortization $ 86,685 $ 447 $ – $ 87,132 Income tax provision $ 89,581 $ – $ – $ 89,581 Capital expenditure $ 181,963 $ 74,351 $ – $ 256,314 Long-lived assets $ 4,582,950 $ 816,826 $ – $ 5,399,776 Segment assets $ 7,092,574 $ 1,949,879 $ 794,673 $ 9,837,126 Segment loss $ ( 2,129,585 ) $ ( 334,567 ) $ ( 818,075 ) $ ( 3,282,227 ) 35 LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 18 — COMMITMENTS AND CONTINGENCIES Contractual Commitments As of December 31, 2024, 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 $ 5,051,427 $ 2,439,066 $ 1,724,121 $ 888,240 $ — Finance lease obligations 148,472 56,205 52,565 39,702 — Construction-in-progress project 87,491 54,548 32,943 — — Vehicle loans 255,933 72,858 104,298 60,206 18,571 Equipment loans 63,136 45,295 17,841 — — Other loans 535,306 535,306 — — — Total $ 6,141,765 $ 3,203,278 $ 1,931,768 $ 988,148 $ 18,571 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 consolidated financial position or results of operations or liquidity as of December 31, 2024 and June 30, 2024. NOTE 19 — 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 100 % of the equity interests in Hupan Pharmaceutical (Hubei) Co., Ltd (“Hupan Pharmaceutical”), a pharmaceutical distribution and supply chain service provider headquartered in Wuhan, China. 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 4.0 million (US$ 552,730 ). 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. The following table summarizes the fair value of the identifiable assets: Amount Cash $ 552,730 Payable to Hupan Pharmaceutical ( 276,365 ) Net consideration $ 276,365 Assets acquired and liabilities assumed: Cash acquired 9 Intangible assets – license of pharmaceutical distribution 418,867 Other payables ( 37,794 ) Deferred tax liabilities ( 104,717 ) Total net assets acquired $ 276,365 The Company recorded impairment of intangible assets of nil and nil , respectively, for the three and six months ended December 31, 2024 and 2023 NOTE 20 — SUBSEQUENT EVENTS The Company evaluated all events and transactions that occurred after December 31, 2024 up through the date the Company issued these condensed consolidated financial statements, and unless disclosed below, there are not any material subsequent events that require disclosure in these condensed consolidated financial statements. 36 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report. This discussion and other parts of this report contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in these forward-looking statements. 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. Since inception and as of December 31, 2024, we had served over 300 customers to fulfill over 48,000 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. Since inception and as of December 31, 2024, we had collaborated with almost all major global ocean and air carriers to forward 33,800 TEU of container loads and 59,600 tons of air cargo. As of December 31, 2024, 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 December 31, 2024, 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 $46.5 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 December 31, 2024, we had fulfilled over 48,000 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. During the three and six months ended December 31, 2024, we had a new business segment through acquired 100% equity interest of Hupan Pharmaceutical, a comprehensive pharmaceutical distribution and supply chain service provider headquartered in Wuhan, China with verticals in brand promotion and healthcare technology support. We have partnered with some pharmaceutical manufacturers to supply infusion fluids, which are our major pharmaceutical products sold and distributed during this quarter. For the six months ended December 31, 2024 and 2023, our total revenues amounted to $7.7 million and $9.1 million, respectively, and our gross profit amounted to $0.5 million and $1.7 million during the same periods, respectively. For the three months ended December 31, 2024 and 2023, our revenues amounted to $3.6 million and $4.9 million, respectively, and our gross profit amounted to negative $0.04 million and $1.1 million during the same periods, respectively. 37 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. Since inception and as of December 31, 2024, we had served over 300 customers to fulfill over 48,000 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. 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. 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. 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. 38 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. 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 medial 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 also comprises cost of pharmaceutical products from manufacturers, freight arrangement charges and other overhead costs. Selling Expenses . Our selling expenses primarily include salaries expense of sales team engaged in developing potential customers and maintaining customer relationships. General and Administrative Expenses . Our general and administrative expenses primarily include salaries and staff benefits, repair and maintenance expenses, depreciation on property and equipment, lease expenses, 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, if any. Interest Expenses . Our interest expenses primarily consist of the interest expenses incurred for finance leases, 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. 39 Results of Operations The following table summarizes the results of condensed consolidated statements of operations and comprehensive income (unaudited) for the three and six months ended December 31, 2024 and 2023 in U.S. dollars. Six Months Ended December 31, Three Months Ended December 31, 2024 2023 2024 2023 Revenue from cross-border freight solutions – third party $ 6,702,063 $ 8,639,983 $ 3,102,276 $ 4,585,696 Revenue from cross-border freight solutions – related parties 756,994 424,596 275,227 330,407 Revenue from distribution of pharmaceutical products - third parties 218,086 - 218,086 - Total revenue 7,677,143 9,064,579 3,595,589 4,916,103 Cost of revenue from cross-border freight solutions – third party 6,153,994 6,329,650 3,159,709 3,424,053 Cost of revenue from cross-border freight solutions – related party 921,050 1,022,877 356,320 427,541 Cost of revenue from pharmaceutical products - related parties 121,791 - 121,791 - Total cost of revenue 7,196,835 7,352,527 3,637,820 3,851,594 Gross profit (loss) 480,308 1,712,052 (42,231 ) 1,064,509 Operating expenses: Selling expenses 54,488 — 54,488 — General and administrative expenses 3,749,059 1,840,831 1,911,853 985,053 Loss from deconsolidation of a subsidiary — 73,151 — — Provision (reversal) of allowance for expected credit loss 1,956 49,591 (10,881 ) (2,531 ) Total operating expenses 3,805,503 1,963,573 1,955,460 982,522 Income (loss) from operations (3,325,195 ) (251,521 ) (1,997,691 ) 81,987 Other income Other income, net 201,541 88,449 91,753 41,500 Interest expense (68,992 ) (53,864 ) (40,882 ) (31,079 ) Total other income 132,549 34,585 50,871 10,421 (Loss) income before income taxes (3,192,646 ) (216,936 ) (1,946,820 ) 92,408 Income tax expense (credit) 89,581 26,125 — 28,184 Net (loss) income (3,282,227 ) (243,061 ) (1,946,820 ) 64,224 Less: net loss attributable to non-controlling interest — (3,025 ) — — Net (loss) income attributable to the Company (3,282,227 ) (240,036 ) (1,946,820 ) 64,224 Other comprehensive (loss) income: Foreign currency translation income (12,186 ) 3,122 (25,179 ) — Comprehensive (loss) income (3,294,413 ) (239,939 ) (1,971,999 ) 64,224 Less: comprehensive loss attributable to non-controlling interest — (3,119 ) — — Comprehensive(loss) income attributable to the Company $ (3,294,413 ) $ (236,820 ) $ (1,971,999 ) $ 64,224 ( Loss) earnings per share – basic and diluted $ (0.44 ) $ (0.04 ) $ (0.26 ) $ 0.01 Weighted Average Shares Outstanding – basic and diluted 7,500,000 6,000,000 7,500,000 6,000,000 40 For the Three Months Ended December 31, 2024 Compared to the Three Months Ended December 31, 2023 The following table summarizes our consolidated results of operations and percentages of certain items in relation to total revenues for the three months ended December 31, 2024 and 2023, 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 December 31, 2024 2023 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 $ 1,374,805 38.2 % $ 1,813,001 36.9 % $ (438,196 ) (24.2 )% Cross-border airfreight solutions 2,002,698 55.7 % 3,103,102 63.1 % (1,100,404 ) (35.5 )% Subtotal 3,377,503 93.9 % 4,916,103 100.0 % (1,538,600 ) (31.3 )% Revenue from distribution of pharmaceutical products 218,086 6.1 % - - 218,086 NA Total revenues 3,595,589 100.0 % 4,916,103 100.0 % (1,320,514 ) (26.9 )% Cost of revenues – cross-border freight solution 3,516,029 97.8 % 3,851,594 78.3 % (335,565 ) (8.7 )% Cost of revenues –pharmaceutical products 121,791 3.4 % - - 121,791 NA Total cost of revenues 3,637,820 101.2 % 3,851,594 78.3 % (213,774 ) (5.6 )% Gross profit – cross-border freight solution (138,526 ) (3.9 )% 1,064,509 21.7 % (1,203,035 ) (113.0 )% Gross profit –pharmaceutical products 96,295 2.7 % - - 96,295 NA Total gross (loss) profit $ (42,231 ) (1.2 )% $ 1,064,509 21.7 % $ (1,106,740 ) (104.0 )% Revenues Our total revenues from cross-border freight solutions decreased by $1.5 million, or 31.3%, from $4.9 million for the three months ended December 31, 2023, to $3.4 million for the three months ended December 31, 2024. The decrease was primarily driven by a significant decline in volume we handled from our cross-border airfreight solutions. Revenues from our cross-border airfreight solutions decreased by $1.1 million or 35.5%, from $3.1 million in the three months ended December 31, 2023, to $2.0 million in the three months ended December 31, 2024. The decrease was primarily due to a decrease in the volume of cross-border air freight processed, from approximately 8,217 tons for the three months ended December 31, 2023, to approximately 4,459 tons for the three months ended December 31, 2024. Some of our customers reduced their orders and uncertainty in political regulations regarding tariffs, leading to a significant decline in our revenue. Revenues from our cross-border ocean freight solutions decreased by $0.4 million, or 24.2%, from $1.8 million in the three months ended December 31, 2023, to $1.4 million in the three months ended December 31, 2024. This reduction was primarily due to a decrease in the volume of cross-border ocean freights processed and forwarded, dropping from 1,330 TEU in the three months ended December 31, 2023, to 1,046 TEU in the three months ended December 31, 2024. Additionally, a slowdown in consumer spending and business investments, impacted by overall economic downturn, reduced the demand for imported goods, leading to lower container volumes. 41 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 December 31, 2024, our total revenue from pharmaceutical product distribution amounted to $0.2 million, compared to no revenue from this segment in the same period of the prior year. We anticipate a lower revenue in the next quarter in the competitive and uncertain economic environment. Despite of decreasing air freight volume and the upcoming new rules to curtail small package and low value shipment from China to the U.S., we are committed to exploring new customers opportunities while maintaining strong relationship with existing customers. We believe that the ongoing trend toward online shopping highlights the need for timely and competitively priced deliveries to end consumers. Revenues by Customer Geographic For the three months ended December 31, 2024 2023 Revenues Amount % of total Revenues Amount % of total Revenues Amount Increase (Decrease) Percentage Increase (Decrease) Revenue from cross-border freight solutions Asia-based customers $ 2,750,202 76.5 % $ 2,602,745 52.9 % $ 147,457 5.7 % U.S.-based customers 627,301 17.4 % 2,313,358 47.1 % (1,686,057 ) (72.9 )% 3,377,503 93.9 % 4,916,103 100.0 % (1,538,600 ) (31.3 )% Revenue from distribution of pharmaceuticals Asia-based customers 218,086 6.1 % - - 218,086 N/A Total revenues $ 3,595,589 100.0 % $ 4,916,103 100.0 % $ (1,320,514 ) (26.9 )% Revenues from cross-border freight solutions for the Asia-based customers increased by $0.1 million, or 5.7%, from $2.6 million in the three months ended December 31, 2023, to $2.8 million in the three months ended December 31, 2024. Revenues from cross-border freight solutions for the U.S.-based customers decreased by $1.7 million, or 72.9%, from $2.3 million in the three months ended December 31, 2023 to $0.6 million in the same period in 2024. The increase in revenues from Asia-based customers in the three months ended December 31, 2024, was driven by a surge in volume from a new Aisa-based customer since June 2024, which was partly offset by decrease in shipments volume from Asia-based customers serving large e-commerce platforms due to the discussion on the amendment of de minimis rule. The decrease in revenue from the U.S.-based customers in the three months ended December 31, 2024, compared to the same period in 2023, was primarily due to our strategic shift toward Asia-based e-commerce customers, in addition to the overall decline in revenue discussed earlier. Additionally, one-off special projects with larger shipment volumes from U.S. customers were completed in the three months ended December 31, 2023, with no comparable projects in the same period in 2024. Our customers for the distribution of pharmaceutical products are based in China, as we specifically target the Chinese market. For the three months ended December 31, 2024, our total revenue from pharmaceutical product distribution amounted to $0.2 million, compared to no revenue from this segment in the same period of the prior year. 42 Cost of Revenues A breakdown of our cost of revenues for the three months ended December 31, 2024 and 2023 is as follows: For the three months ended December 31, Amount Increase Percentage Increase 2024 2023 (Decrease) (Decrease) Cost of revenue from cross-border freight solutions Transportation and delivery costs $ 1,401,927 $ 1,562,128 $ (160,201 ) (10.3 )% Warehouse service charges 867,098 980,896 (113,798 ) (11.6 )% Custom declaration and terminal charges 583,471 879,869 (296,398 ) (33.7 )% Freight arrangement charges 128,205 125,314 2,891 2.3 % Overhead cost 535,328 303,387 231,941 76.5 % Subtotal 3,516,029 3,851,594 (335,565 ) (8.7 )% Cost of revenue from distribution of pharmaceuticals Cost of goods sold 121,791 - 121,791 NA Total cost of revenue $ 3,637,820 $ 3,851,594 $ (213,774 ) (5.6 )% Our cost of revenues from cross-border freight solutions decreased by $0.3 million, or 8.7%, from $3.9 million in the three months ended December 31, 2023, to $3.5 million in the three months ended December 31, 2024. The increase in cost of revenues was mainly due to the combined effects of: (i) a decrease in transportation and delivery costs, including trucking, drayage, chassis rental, freight and delivery cost during the three months ended December 31, 2024, which was primarily due to a reduction in delivery service provided to customers. However, our reduction in transportation and delivery costs are significantly lower than the decline in revenue, due to high inflation in gasoline and labor cost over past year. Additionally, the forwarding service for airfreights have strict timing requirements, preventing us from fully utilizing the capacity of each delivery, often resulting in trucks operating at half capacity; (ii) a decrease in custom declaration and terminal charges, consisting of customs fees, handling charges, and entry service fees charged by ports and terminals during the three months ended December 31, 2024, resulting from a drop in volume of cross-border freight we handled, particularly airfreight, during the same period; (iii) a decrease in our warehouse service charges, mainly representing labor costs at our regional warehousing and distribution centers during the three months ended December 31, 2024. This was due to a reduction in staffing costs related to unpacking shipments into smaller packages. We gradually reduced the warehouse labor shifts; however, adjusting to new labor schedules takes time; (iv) no material change in freight arrangement charges, mainly representing scheduling and booking fees for cross-border ocean freight during the three months ended December 31, 2024, primarily due to increased business for cross boarder shipping from the U.S. to China; and (v) an increase in overhead costs, mainly comprising warehouse and equipment lease expenses, utilities, depreciation of property and equipment, and other direct costs during the three months ended December 31, 2024. The warehouse and equipment lease expenses increased significantly, from $ 255,654 in the three months ended December 31, 2023, to $499,021 in the three months ended December 31, 2024. The increase was primarily because we had two more warehouse lease agreements during the three months ended December 31, 2024, compared to the same period last year. These agreements were negotiated before the significant decline in our revenue. To mitigate costs and improve our gross profit margin, we plan to sublease one of the warehouse at Chicago in the next fiscal quarter. 43 Gross Profit (loss) Our overall gross loss was $42,231 in the three months ended December 31, 2024, compared to gross profit of $1,064,509 in same period last year. The gross loss occurred primarily due to two key factors. First, there was a significant decrease in revenue due to stricter enforcement on the de minimis shipments regulations for the six months ended December 31, 2024. Second, despite this decline in revenue, the company’s fixed overhead costs remained high. These costs, such as rent and warehouse labour are not easily adjusted in the short term. As a result, the fixed overhead costs could not be covered by the ordinary gross margin, leading to a gross loss for the period. Additionally, while other cost of revenue decreased in line with lower revenue, the reduction in costs lagged behind due to time constraints. Our gross margin of cross-border freight business remains a lower but positive number by not taking fixed overhead cost into consideration. Our gross margin of distribution of pharmaceutical was 44.2% for the three months ended December 31, 2024. It is a new business segment during current quarter and thus no gross margin was noted compared to same period in prior year. Selling Expenses Our selling expenses amounted to $54,488 for the three months ended December 31, 2024, compared to nil for the same period in 2023. The increase was primarily driven by salaries for our sales team, which were incurred as part of the new pharmaceutical product business launched during the current quarter. General and Administrative Expenses Our general and administrative expenses increased by $0.9 million, or 94.1%, from $1.0 million in the three months ended December 31, 2023, to $1.9 million in the three months ended December 31, 2024. These expenses represented 53.2% and 20.0% of our total revenues for the three months ended December 31, 2024 and 2023, respectively. The increase was primarily attributed to higher salary and employee benefit expenses and professional fee operating as a listed company. Our salaries and employee benefits expenses increased by $0.4 million, or 64.1%, from $0.6 million in the three months ended December 31, 2023, to $1.1 million in the three months ended December 31, 2024. Our salaries and employee benefits expenses represented 55.8% and 66.0% of our total general and administrative expenses for the three months ended December 31, 2024 and 2023, respectively. The increase was mainly due to the recruitment of additional sales, customer services, and back-office support personnel to support our business growth in first half of 2024, along with the salary expenses associated with the two new subsidiaries in China. For our salaries and employee benefits expenses, (i) our payroll expenses increased by $0.4 million, or 70.7%, from $0.6 million in the three months ended December 31, 2023, to $1.0 million in the three months ended December 31, 2024, and (ii) our employee benefit expenses, which mainly consist of 401(k) company contribution, employee defined contribution plan in China, meal allowance and health insurance expenses, increased by $21,914, or 23.9%, from $91,674 in the three months ended December 31, 2023, to $113,588 in the three months ended December 31, 2024, representing 5.9% and 9.3% of our total general and administrative expenses for the three months ended December 31, 2024 and 2023, respectively. The increase was mainly due to rising employee health insurance premiums. Our professional fee increased by $0.2 million, or 1,359.3%, from $14,802 in the three months ended December 31, 2023, to $216,012 in the three months ended December 31, 2024. Our professional fee represented 11.3% and 1.5% of our total general and administrative expenses for the three months ended December 31, 2024 and 2023, respectively. The increase was primarily due to audit fee, legal fee, consulting expense, investor-related expenses and financial reporting service fees for the three months ended December 31, 2024. In the three months ended December 31, 2023, most of the expenses directly related to offering that were not included in professional fees, as they were accounted for as deferred initial public offering assets. Our traveling and entertainment expense increased by $0.2 million, or 224.8%, from $87,900 in the three months ended December 31, 2023, to $285,541 in the three months ended December 31, 2024. Our traveling and entertainment expense represented 14.9% and 8.9% of our total general and administrative expenses for three months ended December 31, 2024 and 2023, respectively. The increase was mainly due to higher entertainment and gift expenses related to networking with our business partners as we started a new business through the new subsidiary acquired. 44 Other Income, Net Our other income, net, increased by $50,253, or 121.1%, from $41,500 in the three months ended December 31, 2023, to $91,753 in the three months ended December 31, 2024. The increase was primarily becuase we did not rent out part of our warehouse space to our related party, Weship, during the three months ended December 31, 2023. Interest Expenses Our interest expenses for the three months ended December 31, 2024, remained relatively stable compared to same period in last year. Income (Loss) Before Income Taxes We had loss before income taxes of $1.9 million for the three months ended December 31, 2024, compared to income before income taxes of $92,408 for the three months ended December 31, 2023. We were in a loss position before income taxes for the three months ended December 31, 2024, primarily attributable to the net effects of: (i) the decrease in gross profit, (ii) the rise in operating expenses; and (iii) the increase in other income for the three months ended December 31, 2024 as mentioned above. Income Tax Expense We had income tax expense of $nil and $28,184 in the three months ended December 31, 2024 and 2023, respectively. We did not have current income tax provision in the three months ended December 31, 2024, due to net operating loss, and we recognized a net deferred income tax asset of $585,197 due to temporary differences recognized and net operating loss carried forward. We also recognized a valuation allowance of $585,197 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 income tax expense of $nil in the three months ended December 31, 2024. We did not have current income tax provision in the three months ended December 31, 2023, due to net loss, however, we recognized a deferred income tax asset of $71,909, due to temporary differences recognized and a deferred income tax expense of $28,184 due to temporary differences recognized. Net Income (Loss) As a result of the foregoing, we had a net loss of $1.9 million and a net income of $64,224 for the three months ended December 31, 2024 and 2023, respectively. For the Six Months Ended December 31, 2024 Compared to the Six Months Ended December 31, 2023 The following table summarizes our consolidated results of operations and percentages of certain items in relation to total revenues for the six months ended December 31, 2024 and 2023, 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 six months ended December 31, 2024 2023 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 $ 3,211,396 41.8 % $ 3,516,658 38.8 % $ (305,262 ) (8.7 )% Cross-border airfreight solutions 4,247,661 55.4 % 5,547,921 61.2 % (1,300,260 ) (23.4 )% Subtotal 7,459,057 97.2 % 9,064,579 100.0 % (1,605,522 ) (17.7 )% Revenue from distribution of pharmaceutical products 218,086 2.8 % - - 218,086 NA Total revenues 7,677,143 100.0 % 9,064,579 100.0 % (1,387,436 ) (15.3 )% Cost of revenues – cross-border solution 7,075,044 92.2 % 7,352,527 81.1 % (277,483 ) (3.8 )% Cost of revenues –pharmaceutical products 121,791 1.5 % - - 121,791 NA Total cost of revenues 7,196,835 93.7 % 7,352,527 81.1 % (155,692 ) (2.1 )% Gross profit – cross-border freight solution 384,013 5.0 % 1,712,052 18.9 % (1,328,039 ) (77.6 )% Gross profit –pharmaceutical products 96,295 1.3 % - - 96,295 NA Gross profit $ 480,308 6.3 % $ 1,712,052 18.9 % $ (1,231,744 ) (71.9 )% 45 Revenues Our total revenues from cross-border freight solution decreased by $1.6 million, or 17.7%, from $9.1 million for the six months ended December 31, 2023, to $7.5 million for the six months ended December 31, 2024. The decrease was primarily driven by a significant decline in volume we handled from our cross-border airfreight solutions. Revenues from our cross-border airfreight solutions decreased by $1.3 million or 23.4%, from $5.5 million in the six months ended December 31, 2023, to $4.2 million in the six months ended December 31, 2024. The decrease was primarily due to a decrease in the volume of cross-border air freight processed, from approximately 16,034 tons for the six months ended December 31, 2023, to approximately 11,732 tons for the six months ended December 31, 2024. Some of our customers reduced their orders and uncertainty in political regulations regarding tariffs, leading to a significant decline in our revenue. Revenues from our cross-border ocean freight solutions decreased by $0.3 million, or 8.7%, from $3.5 million in the six months ended December 31, 2023, to $3.2 million in the six months ended December 31, 2024. This growth was primarily due to a decrease in the volume of cross-border ocean freights processed and forwarded, dropping from 2,620 TEU in the six months ended December 31, 2023, to 2,476 TEU in the six months ended December 31, 2024. Additionally, a slowdown in consumer spending and business investments, impacted by overall economic downturn, reduced the demand for imported goods, leading to lower container volumes. 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 six months ended December 31, 2024, our total revenue from pharmaceutical product distribution amounted to $0.2 million, compared to no revenue from this segment in the same period of the prior year. Revenues by Customer Geographic For the six months ended December 31, 2024 2023 Revenues Amount % of total Revenues Amount % of total Revenues Amount Increase (Decrease) Percentage Increase (Decrease) Revenue from cross-border freight solutions Asia-based customers $ 5,559,837 72.5 % $ 4,296,968 47.4 % $ 1,262,869 29.4 % U.S.-based customers 1,899,220 24.7 % 4,767,611 52.6 % (2,868,391 ) (60.2 )% 7,459,057 97.2 % 9,064,579 100.0 % (1,605,522 ) (17.7 )% Revenue from distribution of pharmaceuticals Asia-based customers 218,086 2.8 % - - 218,086 N/A Total revenues $ 7,677,143 100.0 % $ 9,064,579 100.0 % $ (1,387,436 ) (15.3 )% Revenues from cross-border freight solutions for the Asia-based customers increased by $1.3 million, or 29.4%, from $4.3 million in the six months ended December 31, 2023, to $5.6 million in the six months ended December 31, 2024. Revenues from cross-border freight solutions for the U.S.-based customers decreased by $2.9 million, or 60.2%, from $4.8 million in the six months ended December 31, 2023 to $1.9 million in the same period in 2024. 46 The increase in revenues from Asia-based customers in the six months ended December 31, 2024, was driven by a surge in volume from a new Aisa-based customer since June 2024, which was partly offset by decrease in shipments volume from Asia-based customers serving large e-commerce platforms due to the discussion on the amendment of de minimis rule. The decrease in revenue from the U.S.-based customers in the six months ended December 31, 2024, compared to the same period in 2023, was primarily due to our strategic shift toward Asia-based e-commerce customers, in addition to the overall decline in revenue discussed earlier. Additionally, one-off special projects with larger shipment volumes from U.S. customers were completed in the six months ended December 31, 2023, with no comparable projects in the same period in 2024. Our customers for the distribution of pharmaceutical products are based in China, as we specifically target the Chinese market. For the six months ended December 31, 2024, our total revenue from pharmaceutical product distribution amounted to $0.2 million, compared to no revenue from this segment in the same period of the prior year. Cost of Revenues A breakdown of our cost of revenues for the six months ended December 31, 2024 and 2023 is as follows: For the six months ended December 31, Amount Increase Percentage Increase 2024 2023 (Decrease) (Decrease) Cost of revenue from cross-border freight solutions Transportation and delivery costs $ 3,035,817 $ 3,523,139 $ (487,322 ) (13.8 )% Warehouse service charges 1,637,200 1,693,810 (56,610 ) (3.3 )% Custom declaration and terminal charges 1,025,095 1,300,192 (275,097 ) (21.2 )% Freight arrangement charges 292,545 228,492 64,053 28.0 % Overhead cost 1,084,387 606,894 477,493 78.7 % Subtotal 7,075,044 7,352,527 (277,483 ) (3.8 )% Cost of revenue from distribution of pharmaceuticals Cost of goods sold 121,791 - 121,791 NA Total cost of revenue $ 7,196,835 $ 7,352,527 $ (155,692 ) (2.1 )% Our cost of revenues decreased by $0.2 million, or 2.1%, from $7.4 million in the six months ended December 31, 2023, to $7.2 million in the six months ended December 31, 2024. The decrease in cost of revenues was mainly due to the combined effects of: (i) a decrease in transportation and delivery costs, including trucking, drayage, chassis rental, freight and delivery cost during the six months ended December 31, 2024, which was primarily due to a reduction in delivery service provided to customers. However, our reduction in transportation and delivery costs are significantly lower than the decline in revenue, due to high inflation in gasoline and labor cost over past year. Additionally, the forwarding service for airfreights have strict timing requirements, preventing us from fully utilizing the capacity of each delivery, often resulting in trucks operating at half capacity; (ii) a decrease in our warehouse service charges, mainly representing labor costs at our regional warehousing and distribution centers during the six months ended December 31, 2024, due to decrease in staff cost in connection with unpackaging shipment into small packages. We gradually reduced the warehouse labor shifts; however, adjusting to new labor schedules takes time; (iii) a decrease in custom declaration and terminal charges, consisting of customs fees, handling charges, and entry service fees charged by ports and terminals during the six months ended December 31, 2024，resulting from a drop in volume of cross-border freight we handled, particularly airfreight, during the same period.; (iv) an increase in freight arrangement charges, mainly representing scheduling and booking fees for cross-border ocean freight during the six months ended December 31, 2024, primarily due to increased business for cross boarder shipping from the U.S. to China; and (v) an increase in overhead costs, mainly comprising warehouse and equipment lease expenses, utilities, depreciation of property and equipment, and other direct costs during the six months ended December 31, 2024. The warehouse and equipment lease expenses increased significantly, from $527,759 in the six months ended December 31, 2023, to $1,002,820 in the six months ended December 31, 2024. The increase was primarily we had two more warehouse lease agreements during the three months ended December 31, 2024, compared to the same period last year. These agreements were negotiated before the significant decline in our revenue. To mitigate costs and improve our gross profit margin, we plan to sublease one of the warehouse at Chicago in the next fiscal quarter. 47 Gross Profit Our overall gross profit decreased by $1.2 million, or 71.9%, from $1.7 million in the six months ended December 31, 2023, to $0.5 million in the six months ended December 31, 2024. Our gross margin of cross-border freight solution was 5.1% for the six months ended December 31, 2024, compared to 18.9% for the six months ended December 31, 2023. The decline in gross margin was primarily attributable to (i) revenue from the airfreight and ocean freight solution decreased to a greater extend to decrease in our cost of revenue, such as transportation and delivery cost, warehouse services, custom declaration and terminal charges, and (ii) increased overhead costs allocated, as discussed above. Our gross margin of distribution of pharmaceutical was 44.2% for the six months ended December 31, 2024. It is a new business segment during current quarter and thus no gross margin was noted compared to same period in prior year. Selling Expenses Our selling expenses amounted to $54,488 for the six months ended December 31, 2024, compared to nil for the same period in 2023. The increase was primarily driven by salaries for our sales team, which were incurred as part of the new pharmaceutical product business launched during the current quarter. General and Administrative Expenses Our general and administrative expenses increased by $1.9 million, or 103.7%, from $1.8 million in the six months ended December 31, 2023, to $3.7 million in the six months ended December 31, 2024. These expenses represented 48.8% and 20.3% of our total revenues for the six months ended December 31, 2024 and 2023, respectively. The increase was primarily attributed to higher salary and employee benefit expenses, professional fee, office expense and traveling, insurance expense and entertainment expense: Our salaries and employee benefits expenses increased by $0.8 million, or 63.0%, from $1.2 million in the six months ended December 31, 2023, to $2.0 million in the six months ended December 31, 2024. Our salaries and employee benefits expenses represented 53.1% and 66.3% of our total general and administrative expenses for the six months ended December 31, 2024 and 2023, respectively. The increase was mainly due to (i) the recruitment of additional sales, customer services, and back-office support personnel to support our business in first half 2024, and (ii) salaries of management and operation team for our new business in China. For our salaries and employee benefits expenses, (i) our payroll expenses increased by $0.7 million, or 67.5%, from $1.0 million in the six months ended December 31, 2023, to $1.7 million in the six months ended December 31, 2024, and (ii) our employee benefit expenses, which mainly consist of 401(k) company contribution, employee defined contribution plan in China, meal allowance and health insurance expenses, increased by $0.1 million, or 39.8%, from $0.2 million in the six months ended December 31, 2023, to $0.3 million in the six months ended December 31, 2024, representing 7.4% and 10.8% of our total general and administrative expenses for the six months ended December 31, 2024 and 2023, respectively. The increase was mainly due to rising employee health insurance premiums. Our professional fee increased by $0.5 million, or 1,619.8%, from $32,337 in the six months ended December 31, 2023, to $556,126 in the six months ended December 31, 2024. Our professional fee represented 14.8% and 1.8% of our total general and administrative expenses for the six months ended December 31, 2024 and 2023, respectively. The increase was primarily due to audit fee, legal fee, consulting expense, investor-related expenses and financial reporting service fees for the six months ended December 31, 2024. In the six months ended December 31, 2023, most of the expenses directly related to offering that were not included in professional fees, as they were accounted for as deferred initial public offering assets. Our insurance expense increased by $0.1 million, or 1,701.0%, from $6,948 in the six months ended December 31, 2023, to $125,131 in the six months ended December 31, 2024. The increase was primarily due to purchasing insurance premiums for our directors and officers, as we became a public company in July 2024. Our traveling and entertainment expense represented 11.0% and 8.7% of our total general and administrative expenses for six months ended December 31, 2024 and 2023, respectively. The increase was mainly due to higher entertainment and gift expenses related to networking with our business partners as well as more business trips during recent quarter. 48 Other Income, Net Our other income, net, increased by $0.1 million, or 127.9%, from $0.1 million in the six months ended December 31, 2023, to $0.2 million in the six months ended December 31, 2024. The increase was primarily due to renting out part of our warehouse space to our related party, Weship, for an additional five months during the six months ended December 31, 2024. Interest Expenses Our interest expenses increased by $15,128, or 28.1%, from $53,864 in the six months ended December 31, 2024, to $68,992 in the six months ended December 31, 2024. Increase interest expense was mainly due to late credit card payments. Loss Before Income Taxes We had loss before income taxes of $3.2 million and $0.2 million for the six months ended December 31, 2024 and 2023. Our loss before income taxes increased primarily attributable to the net effects of: (i) the decrease in gross profit, (ii) the rise in operating expenses; and (iii) the increase in other income for the six months ended December 31, 2024 as mentioned above. Income Tax Expense We had income tax expense of $89,581 and $26,125 in the six months ended December 31, 2024 and 2023, respectively. We did not have current income tax provision in the six months ended December 31, 2024, due to net operating loss, and we recognized a deferred income tax asset of $959,094 due to temporary differences recognized and net operating loss carried forward. We also recognized a valuation allowance of $1,048,675 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 income tax expense of $89,581 in the six months ended December 31, 2024. We did not have current income tax provision in the six months ended December 31, 2023, due to net loss, however, we recognized a deferred income tax asset of $8,231, due to temporary differences recognized and a deferred income tax expense of $17,894 due to the change from an S Corporation to a C Corporation upon the completion of our reorganization on September 23, 2023. Net Loss As a result of the foregoing, we had a net loss of $3.3 million and $0.2 million for the six months ended December 31, 2024 and 2023, respectively. Liquidity and Capital Resources As of December 31, 2024, we had a cash and cash equivalent balance of $1.1 million. Our current assets were $4.4 million, and our current liabilities were $5.4 million, resulting in a current ratio of 0.81:1 and a negative working capital of $1.1 million. Total stockholders’ equity as of December 31, 2024 was $1.6 million. As of December 31, 2024 and June 30, 2024, we had accounts receivable net of allowance of $1.9 million and $2.8 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 the accounts receivable, as of December 31, 2024 and June 30, 2024, we provided a credit loss allowance of $56,022 and $54,066, respectively. In assessing our liquidity, we monitor and analyze our cash on hand, our ability to generate sufficient revenue sources in the future, and our operating and capital expenditure commitments. Historically, we have funded our working capital needs primarily through operations, loans, 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 or execution of customer contracts, and the timing of accounts receivable collections. 49 Cash Flows The following table sets forth summary of our cash flows for the periods indicated: For the six months ended December 31, 2024 2023 Net cash (used in) provided by operating activities $ (1,933,000 ) $ 257,836 Net cash used in investing activities (1,350,498 ) (78,799 ) Net cash provided by (used in) financing activities 4,295,361 (15,538 ) Effect of exchange rate changes on cash (11,999 ) 3,216 Net increase in cash and cash equivalent 999,864 166,715 Cash, beginning of the period 123,550 174,018 Cash, end of the period $ 1,123,414 $ 340,733 Operating Activities Net cash used in operating activities was $1,933,000 in the six months ended December 31, 2024, including net loss of $3,282,227, adjusted for non-cash items for $1,183,152 and changes in working capital of positive $166,075. The non-cash items primarily included $989,003 amortization and interest expense of operating lease assets, $87,132 depreciation included in G&A and cost of revenue, $15,480 depreciation of right-of-use finance assets and $1,956 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 $424,648 and $565,766 in accounts receivable — third parties and related parties, respectively, due to a decrease of revenues near period end and an increase of $312,722 in accrued expense and other payable, partially offset by an increase in prepayment of $112,620, a decrease of $742,649 in operating lease liabilities and a decrease of $156,165 in accounts payable — related parties. Net cash provided by operating activities was $257,836 for the six months ended December 31, 2023, including net loss of $243,061, adjusted for non-cash items for $674,713, and changes in working capital of negative $173,816. The non-cash items primarily included $439,142 non-cash operating lease expense, $72,319 depreciation and amortization, $49,591 from provision of allowance for expected credit loss, and impacted by a loss of $73,151 from deconsolidation of a subsidiary. The adjustments for changes in working capital mainly included (i) an increase of $192,609 in accounts receivable — related parties, (ii) an increase of $479,056 in accounts receivable — third parties reflecting the impact of revenue growth combined with the timing of payments to third party providers, related parties and collections from clients on net working capital and (iii) an increase of $27,169 in contract assets, partially offset by (i) an increase of $539,542 in accounts payable — third parties, (ii) an increase of $241,721 in accounts payable — related parties and (iii) an increase of $122,547 in accrued expenses and other payables. The $2,190,836 increase in cash used in operating activities in the six months ended December 31, 2024 compared to the prior year was primarily due to an increase in net loss of $3,039,166 in the six months ended December 31, 2024 compared to same period in the prior year, partly offset by an increase of $339,891 in cash flow from working capital due to timing of vendor payments, client payments and related parties payment. Investing Activities Net cash used in investing activities was $1,350,498 and $78,799 for the six months ended December 31, 2024 and 2023, respectively. Net cash used in investing activities for the six months ended December 31, 2024, was primarily attributable to net cash payment of $552,721 for intangible assets through acquisition of 100% equity interest in Hupan Pharmaceutical and we had a loan of $686,697 to a third party. We also purchased property and equipment, conducted office renovation for our operation of subsidiaries in Mainland China. On August 4, 2023, we reduced our unpaid registered capital contribution in our investee company in China, namely ABL Wuhan, and concurrently, the third-party shareholders increased their registered capital contribution accordingly. Following this change, the third-party shareholders own 80% of equity interest and we own 20% of equity interest in ABL Wuhan. Consequently, ABL Wuhan ceased to be the Company’s subsidiary after August 4, 2023. Therefore, we had cash outflow of $48,893 upon deconsolidation of a subsidiary and payment for registered capital of $29,906 during the six months ended December 31, 2023. 50 Financing Activities Net cash provided by financing activities was $4,295,361 for the six months ended December 31, 2024, compared to net cash used in financing activities of $15,538 for same period in prior year, respectively. The increase in net cash provided by financing activities was mainly due to the net proceeds of $5,351,281 from the offering and proceeds from loan borrowing of $195,000 and a loan from a third party of $276,365, partly offset by repayment of $805,345 to shareholders and loans repayment of $339,914 during the six months ended December 31, 2024. The net cash provided by financing activities for the six months ended December 31, 2023, mainly due to the proceeds from loans of $225,000 that we borrowed, and net proceeds from shareholders by $158,455, partially offset by repayment of loans, vehicle loans and equipment loans of $245,564, and the payment for deferred offering cost of 140,000. Capital Expenditures 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 $256,314 and $nil in the six months ended December 31, 2024 and 2023, 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, working capitals loans from stockholders. Commitments and Contractual Obligations As of December 31, 2024, 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 $ 5,051,427 $ 2,439,066 $ 1,724,121 $ 888,240 $ — Finance lease obligations 148,472 56,205 52,565 39,702 — Construction-in-progress project 87,491 54,548 32,943 — — Vehicle loans 255,933 72,858 104,298 60,206 18,571 Equipment loans 63,136 45,295 17,841 — — Other loans 535,306 535,306 — — — Total $ 6,141,765 $ 3,203,278 $ 1,931,768 $ 988,148 $ 18,571 Off-Balance Sheet Commitments and Arrangements There were no off-balance sheet arrangements as of and for the six months ended December 31, 2024 and 2023, that have, or that in the opinion of management are likely to have, a current or future material effect on our financial condition or results of operations. Critical Accounting Policies and Estimates We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. Although there were no material changes made to the accounting estimates and assumptions in the past two years, we continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Despite the fact that the management determines there are no critical accounting estimates, the most significant estimates relate to allowance for credit losses, for which we are required to estimate the collectability of accounts receivable, and contract asset relating to shipment in transit. 51 The estimates were based on a number of factors including historical experience, the age of the accounts receivable balances, the credit quality of customers, current and reasonably expected future economic conditions, and other factors that may affect our ability to collect from customers. 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 it provides. 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. While our significant accounting policies are more fully described in Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements, we believe that there were no critical accounting policies that affect the preparation of 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. In November 2023, the FASB issued ASU No. 2023-07, “Improvements to Reportable Segment Disclosures” (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. Management is currently evaluating the provisions of this ASU and expect to adopt them for the year ending June 30, 2025. In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures” (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income tax paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will likely result in the required additional disclosures being included in the Company’s consolidated financial statements, once adopted. 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 consolidated balance sheets, statements of income (loss) and comprehensive income (loss) and statements of cash flows. 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. 52 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 December 31, 2024, 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. 53 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 $1.9 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 None . 54 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 December 31, 2024. Exhibit Number Description 3.1 Articles of Incorporation of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024). 3.2 Certificate of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024). 3.3 Bylaws of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024). 4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on May 14, 2024). 10.1 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024). 10.2 Form of Employment Agreement between the Registrant and Executive Officers (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024). 10.3 Lease Agreement, effective as of February 16, 2021, between American Bear Logistics Corp. and Prologis Targeted U.S. Logistics Fund, L.P. (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024). 10.4 Southlake Business Park Office/Warehouse Lease Agreement, dated as of January 11, 2021, between American Bear Logistics Corp. and Southlake Industrial, L.P. (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024). 10.5 Lease Agreement, effective as of March 12, 2024, between American Bear Logistics Corp. and Morris Clifton Associates I, LLC (incorporated by reference to Exhibit 10.6 to the annual report on Form 10-K (File No. 001-42140), filed with the SEC on September 30, 2024). 10.6 Lease Agreement, effective as of July 18, 2024, between American Bear Logistics Corp. and Liberty Property Limited Partnership (incorporated by reference to Exhibit 10.7 to the annual report on Form 10-K (File No. 001-42140), filed with the SEC on September 30, 2024). 10.7 First Amendment to Lease Agreement, effective as of August 11, 2024, between American Bear Logistics Corp. and Liberty Property Limited Partnership (incorporated by reference to Exhibit 10.8 to the quarterly report on Form 10-Q (File No. 001-42140), filed with the SEC on November 14, 2024). 10.8 English Translation of the Equity Transfer Agreement, dated November 5, 2024, entered into among Hubei Haoyaoshi Zhenghe Pharmacy Chain Co., Ltd, Hubei Huayao Pharmaceutical Co., Ltd., and Sichuan Hupan Jincheng Enterprise Management Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Form 8-K (File No. 001-42140), filed with the SEC on November 8, 2024). 31.1 Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer. 31.2 Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer. 32.1# Section 1350 Certifications of Chief Executive Officer. 32.2# Section 1350 Certifications of Chief Financial Officer. 101 Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). # 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. 55 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: February 14, 2025 By: /s/ Henry Liu Henry Liu Chairman and Chief Executive Officer 56