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Lakeside Holding Ltd

For the period ended Mar 31, 2026. Filed May 19, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 19, 2026

QNME$0.37+9.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-12-31; filed 2026-02-19.

0001213900-26-018466

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-19.

0001213900-26-059117

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 151 previous paragraphs and 131 current paragraphs.

41 unchanged; 37 reworded; 53 added; 72 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 17 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (53)

Current report

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

Current report

Prior to February 12, 2026, we operated as a U.S.-based integrated cross-border supply chain solutions provider with a strategic focus on the Asian market, including China, through ABL Chicago, and were also engaged in the distribution of pharmaceutical products in China through Hupan Pharmaceutical. On February 12, 2026, we transferred the operations of ABL Chicago to an unrelated third party, which obtained operational control and substantially all economic interests associated with the business. Following the transfer, we ceased substantive involvement in ABL Chicago’s operations. Accordingly, the operations of ABL Chicago were classified as discontinued operations in our condensed consolidated financial statements. The disposal represents a strategic shift in our business operations and allows management to further streamline resources and focus on the development and expansion of our pharmaceutical distribution business.

Current report

Our continuing operations are focused on the distribution of pharmaceutical products in China through Hupan Pharmaceutical. Revenue from continuing pharmaceutical operations was primarily derived from infusion products, specialty prescription drugs, and medical nutrition products. We procure products from manufacturers, store the products at designated warehouses, and distribute them to hospitals, distributors and other healthcare providers, primarily through agents. The Company operates within a highly regulated healthcare environment and generates revenue through sales to distributors, hospitals, and clinics.

Current report

The Company continually evaluates potential opportunities to expand and diversify its business operations. Smart Reserve Holding LTD and Smart Reserve Inc were formed in connection with the Company’s preliminary evaluation of potential opportunities relating to digital asset business activities. As of the date of this report, the Company has not commenced any such business and has not adopted any concrete operational plan relating thereto. Any future expansion initiatives may be affected by factors including market conditions, capital availability, regulatory developments, operational execution, technological requirements, and management resources.

Current report

The Company’s results of operations for the period reflect the performance of its continuing pharmaceutical distribution business, and accordingly, prior period results have been recast to present the disposed business as discontinued operations where applicable. Management evaluates the performance of the continuing operations based on revenue growth, gross margin, operating efficiency, and working capital.

Current report

The pharmaceutical industry in China is subject to extensive government regulation, including pricing controls, tendering processes, and reimbursement policies. Government initiatives, such as centralized procurement programs and healthcare reforms, may affect product pricing, sales volumes, and margin levels.

Current report

The Company relies on relationships with pharmaceutical manufacturers and suppliers for product sourcing. Changes in supply terms, pricing arrangements, or product availability may impact revenue and gross margins.

Current report

A significant portion of the Company’s sales is generated from hospitals and large distributors. Purchasing patterns, tender cycles, and changes in hospital demand or procurement policies can lead to fluctuations in revenue. During the nine months ended March 31, 2026, we have generated revenue from the distribution of pharmaceutical products from 59 customers, of which, four customers took over 10% of the revenue.

Current report

The Company operates in a competitive market with pressure from both domestic and international pharmaceutical distributors. Competitive pricing dynamics and participation in government bidding processes may compress margins.

Current report

During the nine months ended March 31, 2026, the pharmaceutical products we distribute mainly consist of infusion drugs, specialty foods, and therapeutic drugs. The profitability level of different products varies, and the proportion of various products affects our gross profit level.

Current report

The current payment term provided by us to our main customers is between 60-90 days; while the payment term from the supplier is 60 days. There is also a situation of prepaying payment to the supplier. If the accounts receivable cannot be collected in a timely manner or there are identifiable uncollectible balances, our cash flow in operating activities may be negatively affected.

Current report

As the Company operates primarily in China while reporting in United States Dollar (“USD”), fluctuations in foreign exchange rates, particularly between the Renminbi and the reporting currency, may impact reported revenue and profitability.

Current report

Our continuing operations are focused on the distribution of pharmaceutical products in China. Revenue from continuing pharmaceutical operations was primarily derived from infusion products, specialty prescription drugs, and medical nutrition products. The Company operates within a highly regulated healthcare environment and generates revenue through sales to hospitals through agent, and other healthcare providers.

Current report

On February 12, 2026, the sale of 100% of the issued and outstanding shares of ABL Chicago was duly approved and adopted by the Company’s shareholders. Accordingly, the Company consummated the transfer of the ABL Chicago business. Immediately prior to the Transaction, the Company forgave $3,402,808 of amounts due from The Company recorded a gain on the sale of the ABL Chicago business in the amount of $2,556,315 as follows:

Current report

Revenue from the distribution of pharmaceutical products increased by approximately $0.8 million, or 167.0%, from approximately $0.5 million for the three months ended March 31, 2025 to approximately $1.3 million for the three months ended March 31, 2026. This increase was primarily attributable to the continued expansion of our pharmaceutical distribution business, which commenced operations in December 2024, and reflects the early-stage growth trajectory of this segment.

Current report

The growth in revenue was mainly driven by increased sales of infusion products, which accounted for approximately 99% and 93% of total pharmaceutical distribution revenue for the three months ended March 31, 2026 and 2025, respectively. Revenue from infusion products increased by approximately $0.9 million period over period, reflecting both higher sales volume and broader market penetration.

Current report

A key contributor to this increase was the expansion of the Company’s customer base, with the number of active customers increasing from 4 to 12 during the period. This growth was supported by the Company’s dedicated sales team, which has focused on developing new customer relationships, enhancing engagement with existing customers, and participating in hospital and distributor procurement processes. As a result, the Company experienced increased order volumes and improved sales coverage across its target market.

Current report

Cost of revenue from the distribution of pharmaceutical products increased by approximately $0.2 million, or 192.2%, from approximately $0.1 million for the three months ended March 31, 2025 to approximately $0.3 million for the three months ended March 31, 2026. The increase was primarily driven by higher sales volume, consistent with the significant growth in revenue during the period as the Company continued to expand its pharmaceutical distribution operations.

Current report

Despite the increase in revenue, gross profit margin decreased from approximately 76.0% for the three months ended March 31, 2025 to approximately 73.8% for the three months ended March 31, 2026. The decline in gross margin was primarily attributable to changes in supplier incentives, specifically a reduction in purchase rebates offered by suppliers in the current period compared to the prior-year period. In the prior-year period, higher proportion of purchase rebates received from suppliers, which contributed to an elevated gross margin during the initial phase of operations. Gross margin without purchase rebate was 43.3% and 41.6% for the three months ended March 31, 2026 and 2025, respectively.

Current report

Our general and administrative expenses increased by approximately $1.1 million, or 181.1%, from approximately $0.6 million for the three months ended March 31, 2025, to approximately $1.7 million for the three months ended March 31, 2026. The increase was primarily attributable to an approximately $1.2 million increase in professional fees, partially offset by an approximately $0.1 million decrease in salaries and insurance expenses.

Current report

Our interest expenses decreased by $13,808, or 34.1%, from $40,541 for the three months ended March 31, 2025, to $26,733 for the three months ended March 31, 2026.

Current report

A current income tax provision of $26,608 was recognized for a subsidiary with net assessable income while no current income tax provision was recognized for subsidiaries in net operating loss for the three months ended March 31, 2025. We recognized a recovery of deferred income tax of $8,014 due to amortization of intangible assets, resulting in a net income tax expense of $18,594 for the three months ended March 31, 2025.*** ***

Current report

We recognized income from discontinued operations, net of tax, of approximately $1.7 million during the three months ended March 31, 2026, compared to loss from discontinued operations, net of tax, of approximately $0.7 million during the three months ended March 31, 2025, representing an increase of approximately $2.4 million. The income from discontinued operations of approximately $1.7 million for the three months ended March 31, 2026 is comprised of a gain on the sale of the ABL Chicago business of approximately $2.6 million, offset by an operational loss of approximately $0.8 million. The operational loss includes an approximately $0.8 million loss from business activities for the 43-day period ended February 12, 2026.

Current report

For the Nine Months Ended March 31, 2026 Compared to the Nine Months Ended March 31, 2025

Current report

Revenue from the distribution of pharmaceutical products increased by approximately $4.4 million, or 614.1%, from approximately $0.7 million for the nine months ended March 31, 2025 to approximately $5.1 million for the nine months ended March 31, 2026. This increase was primarily attributable to the continued expansion of our pharmaceutical distribution business, which commenced operations in December 2024, and reflects the early-stage growth trajectory of this segment.

Current report

The growth in revenue was mainly driven by increased sales of infusion products, which accounted for approximately 93% and 95% of total pharmaceutical distribution revenue for the nine months ended March 31, 2026 and 2025, respectively. Revenue from infusion products increased by approximately $4.1 million period over period, reflecting both higher sales volume and broader market penetration.

Current report

A key contributor to this increase was the expansion of the Company’s customer base, with the number of active customers increasing from 8 to 14 during the period. This growth was supported by the Company’s dedicated sales team, which has focused on developing new customer relationships, enhancing engagement with existing customers, and participating in hospital and distributor procurement processes. As a result, the Company experienced increased order volumes and improved sales coverage across its target market.

Showing the first 40 of 53 passages. Open the source sections for the rest.

Removed paragraphs (72)

Previous report

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.

Previous report

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.

Previous report

We operate three massive and hyper-busy regional warehousing and distribution centers in the U.S., in Illinois and Texas. In addition to our self-operated regional centers, we maintain close contact with 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.

Previous report

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.

Previous report

For the three months ended December 31, 2025 and 2024, our revenues amounted to approximately $7.0 million and approximately $3.6 million, respectively, and our gross profit (loss) amounted to approximately $1.9 million and approximately $(0.1) million during the same periods, respectively.

Previous report

For the six months ended December 31, 2025 and 2024, our revenues amounted to approximately $13.1 million and approximately $7.7 million, respectively, and our gross profit amounted to approximately $3.0 million and approximately $0.5 million during the same periods, respectively.

Previous report

Our results of operations are dependent upon our ability to expand and maintain our customer base. 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.

Previous report

During fiscal year 2025, we introduced a new revenue stream through the distribution of pharmaceutical and medical products. Under this model, we purchase products directly from manufacturers, store them in designated warehouses, and deliver them to customers’ warehouses or other specified locations. While this business expansion creates opportunities to reach new customers in the healthcare sector. It also exposes us to additional risks compared with our traditional cross-border logistics services. These risks include heightened regulatory and compliance requirements for the handling and distribution of medical products, increased working capital exposure from holding inventory, and greater operational complexity in maintaining product quality and safety. Successfully expanding our customer base in this new segment will depend on our ability to manage these risks effectively while maintaining high service standards and compliance with applicable regulations.

Previous report

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.

Previous report

With the introduction of our new pharmaceutical and medical product distribution business in fiscal year 2025, our cost structure has become more complex. Unlike our traditional cross-border logistics services, which are largely variable in nature, the new business requires us to hold inventory, maintain specialized warehouse conditions, and comply with more stringent product handling standards. These factors may increase fixed operating costs, including storage, insurance, and quality control expenses. Consequently, our ability to control costs in this new business segment will depend not only on fuel and labor trends but also on our efficiency in managing inventory turnover and compliance-related expenses.

Previous report

We have implemented, and expect to continue adopting, additional cost-control measures to mitigate these risks. However, such measures may not always be as effective as anticipated. If we are unable to effectively control our operating costs or adjust our pricing in response to changing market conditions, our profitability and cash flows may be adversely affected.

Previous report

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.

Previous report

As we expand into pharmaceutical and medical product distribution, maintaining high-quality service standards becomes even more critical. This new business line involves additional operational requirements, such as temperature-controlled storage, specialized handling, and compliance with healthcare product regulations. Any lapse in these areas could result in regulatory penalties, product spoilage, or loss of customer trust. Compared to our existing logistics operations, the consequences of service failures in this segment could be more severe, given the sensitive nature of medical products and the higher expectations of healthcare customers. Ensuring consistent service quality will therefore require enhanced employee training, strengthened supplier oversight, and continuous monitoring of compliance procedures.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

Uncertainty and Impacts on the Recent U.S. Tarriff Policies and Regulations

Previous report

Our results of operations also depend on our ability to respond with the recent tariff and other restrictions placed on imports. Since February 2025, trade between the U.S. and China has remained under tight restrictions and elevated trade barriers. While some temporary relief measures and exemptions were granted, most U.S. tariffs on Chinese goods remain in place, particularly affecting key sectors such as agriculture, automobiles, industrial materials, and consumer goods. These trade measures have significantly disrupted U.S.-China commerce, reducing exports in certain categories and forcing companies on both sides to adjust supply chains, pricing, and sourcing strategies. Despite some ongoing negotiations, the overall trade environment remains challenging and uncertain, with cross-border business continuing to face heightened costs and operational complexities.

Previous report

In May 2025, the US and China agreed to a truce to lower import taxes on goods being traded between the two countries for 90 days. Under the terms of the agreement, both countries committed to pausing the imposition of new tariffs and partially rolling back existing duties on select goods, primarily in the technology, agricultural, and consumer product sectors. Although the agreement marks a major de-escalation of the trade war between the two countries, there is still a high degree of uncertainty surrounding U.S. tariff policy, how it will be implemented, and how other countries will react to it. It also remains uncertain whether increased tariffs and trade tensions will create further disruptions and uncertainties to the international trade and lead to a downturn in the global economy.

Previous report

As of August 29, 2025, the United States has permanently eliminated the $800 de minimis threshold that previously allowed low-value shipments to enter the country duty-free. This change applies to all international shipments, regardless of value, origin, or shipping method. The decision was made to strengthen trade enforcement and address concerns over illicit trade practices. All imports, including those valued under $800, are now subject to applicable duties and taxes. These changes increase the complexity of customs processing, slow clearance times, and reduce the volume of low-value parcels traditionally handled by freight forwarders.

Previous report

Moreover, increasing trade protectionism may cause an increase in (i) the cost of goods exported from regions globally, particularly from the Asia-Pacific region, (ii) the length of time required to transport goods and (iii) the risks associated with exporting goods. Such increases may further reduce the quantity of goods to be shipped, extend shipping schedules, increase voyage costs, and other associated costs, which could have an adverse impact on our customers’ business, operating results and financial condition and could thereby affect their ability to make timely payments to us and their order quantities. This could have a material adverse effect on our business, operating results, cash flows and financial condition.

Previous report

We will continue to actively monitor the situation and consider strategic adaptation to maintain service levels and profitability.

Previous report

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.

Previous report

Our total revenues from cross-border freight solutions increased by approximately $1.2 million, or 35.3%, from approximately $3.4 million for the three months ended December 31, 2024, to approximately $4.6 million for the three months ended December 31, 2025. The increase was mainly due to increase in revenue from cross-border airfreight solutions.

Previous report

Revenues from our cross-border ocean freight solutions decreased by approximately $0.4 million, or 31.2%, from approximately $1.4 million for the three months ended December 31, 2024, to approximately $0.9 for the three months ended December 31, 2025. This reduction was primarily due to a decrease in the volume of cross-border ocean freight processed and forwarded, dropping from 1,046 TEU in the three months ended December 31, 2024, to 1,025 TEU for the three months ended December 31, 2025.

Previous report

Revenues from our cross-border airfreight solutions increased by approximately $1.6 million or 81.0%, from approximately $2.0 million for the three months ended December 31, 2024, to approximately $3.6 million for the three months ended December 31, 2025. The increase was primarily due to (i) increase in our volume of cross-border air freight processed from approximately 4,459 tons for the three months ended December 31, 2024, to approximately 5,365 tons for the three months ended December 31, 2025, and (ii) stronger demand of value-added services, such as warehouse repackaging and related handling services.

Previous report

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. Revenues from distribution of pharmaceutical products increased by approximately $2.2 million or 1,020.0%, from approximately $0.2 million for the three months ended December 31, 2024, to approximately $2.4 million for the three months ended December 31, 2025.* *

Previous report

Revenues from cross-border freight solutions for the Asia-based customers increased by approximately $1.3 million, or 48.8%, from approximately $2.8 million for the three months ended December 31, 2024, to approximately $4.1 million for the three months ended December 31, 2025. Revenues from cross-border freight solutions for the U.S.-based customers decreased by approximately $0.1 million, or 23.8%, from approximately $0.6 million for the three months ended December 31, 2024 to approximately $0.5 million for the same period in 2025.

Previous report

The increase in revenues from Asia-based customers for the three months ended December 31, 2025 was primarily driven by strengthened relationships with key clients. During the three months ended December 31, 2024, the Company experienced reduced volumes from Asia-based customers due to delays and temporary suspensions of certain cross-border logistics projects amid heightened U.S.–China trade tensions, particularly affecting e-commerce customers. During the three months ended December 31, 2025, project activity gradually resumed as trade conditions improved, resulting in higher revenue from Asia-based customers.

Previous report

We also assigned dedicated teams to manage high-value accounts, which led to an increase in their shipment volumes. In addition, revenue growth was supported by an expansion of value-added logistics services, reflecting higher demand for services such as repackaging, handling, and customized solutions.

Previous report

The decrease in revenue from the U.S.-based customers for the three months ended December 31, 2025, compared to the same period in 2024, was primarily driven by a decrease in shipment volumes serving e-commerce platforms and concerns over a potential economic downturn and reduced consumer spending power in the U.S., which led to lower shipment volumes.

Previous report

Our customers for the distribution of pharmaceutical products are located in China, as we specifically target the Chinese market.*** For the three months ended December 31, 2025, our total revenue from pharmaceutical product distribution amounted to approximately $2.4 million. For the three months ended December 31, 2024, our total revenue from pharmaceutical product distribution amounted to approximately $0.2 million. ***

Previous report

Our cost of revenues from the distribution of pharmaceuticals increased by approximately $1.1 million, or 880.8%, from approximately $0.1 million for the three months ended December 31, 2024, to approximately $1.2 million for the three months ended December 31, 2025.

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Reworded paragraphs (37)

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. All amounts included herein with respect to the three and six months ended December 31, 2025 and 2024 are derived from our audited consolidated financial statements included elsewhere in this Report. Our financial statements have been prepared in accordance with the U.S. GAAP.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. All amounts included herein with respect to the three and nine months ended March 31, 2026 and 2025 are derived from our unaudited condensed consolidated financial statements included elsewhere in this Report. Our financial statements have been prepared in accordance with the U.S. GAAP.

Previous wording

From December 2024, we started to generate revenues from the distribution of pharmaceutical and medical products. We order from the manufacturer, receive and carry the products at a designated warehouse, and deliver the products to the customers’ warehouses or designated locations.

Current wording

Revenues. We generate revenues primarily from the distribution of pharmaceutical and medical products since December 2024. 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.

Previous wording

Our cost of revenues from the distribution of pharmaceutical and medical products comprises cost of pharmaceutical products from manufacturers.

Current wording

Cost of Revenues. Our cost of revenues from the distribution of pharmaceutical and medical products comprises cost of pharmaceutical products from manufacturers, less discount and rebate.

Previous wording

Selling Expenses. Our selling expenses primarily include salaries expense, advertising expenses, marketing expense of a system, and traveling expense of sales team engaged in developing potential customers and maintaining customer relationships and transportation cost for selling pharmaceutical products.

Current wording

Selling Expenses. Our selling expenses primarily include salaries expense, advertising expenses, marketing expense of a system, entertainment expenses and traveling expense of sales team engaged in developing potential customers and maintaining customer relationships and transportation cost for selling pharmaceutical products.

Previous wording

Other Income. Our other income primarily consists of rental income and interest income in connection with a third-party loan.

Current wording

Other Income. Our other income primarily consists of interest income in connection with a third-party loan.

Previous wording

Interest Expenses. Our interest expenses primarily consist of the interest expenses incurred for finance leases, convertible debts, equipment loans, vehicle loans and other loans and interest for late credit card payment.

Current wording

Interest Expenses. Our interest expenses primarily consist of the interest expenses incurred for convertible debts and other loans.

Previous wording

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.

Current wording

Income Tax Expenses. Our income tax expenses consist primarily of PRC enterprise income tax.

Previous wording

We are a U.S.-based integrated cross-border supply chain solution provider with a strategic focus on the Asian market including China. 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.

Current wording

ABL Chicago is a U.S.-based integrated cross-border supply chain solution provider with a strategic focus on the Asian market including China. 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.

Previous wording

The following table summarizes the results of consolidated statements of operations and comprehensive income (loss) for the three months and six months ended December 31, 2025 and 2024 in U.S. dollars.

Current wording

The following table summarizes the results of condensed consolidated statements of operations and comprehensive income (loss) for the three months and nine months ended March 31, 2026 and 2025 in U.S. dollars.

Previous wording

Our selling expenses amounted to approximately $0.9 million for the three months ended December 31, 2025, compared to approximately $0.05 million for the same period in 2024. The increase was primarily driven by the salaries for our sales team, marketing expense of a system and the advertising expense amounted to approximately $0.7 million, both of which were incurred in connection with the launch of our new pharmaceutical distribution service during the year.

Current wording

Our selling expenses amounted to approximately $0.7 million for the three months ended March 31, 2026, compared to approximately $0.1 million for the same period in 2025. The increase was primarily driven by the salaries for our sales team, marketing expense of a system, entertainment expenses and the advertising expense amounted to approximately $0.6 million, both of which were incurred in connection with the launch of our new pharmaceutical distribution service during the year.

Previous wording

Our professional fees increased by approximately $0.5 million, or 254.2%, from approximately $0.2 million for the three months ended December 31, 2024, to approximately $0.8 million for the three months ended December 31, 2025. Our professional fee represented 34.6% and 11.3% of our total general and administrative expenses for the three months ended December 31, 2025 and 2024, respectively. The increase was primarily due to advisory and consulting expenses strategic planning initiatives. These costs included external support for market assessments, financial and operational due diligence, and the development of long-term strategic plans to guide future growth.

Current wording

Our professional fees increased by approximately $1.2 million, or 598.5%, from approximately $0.2 million for the three months ended March 31, 2025, to approximately $1.4 million for the three months ended March 31, 2026. Our professional fee represented 84.5% and 34.0% of our total general and administrative expenses for the three months ended March 31, 2026 and 2025, respectively. The increase was primarily due to advisory and consulting expenses strategic planning initiatives. These costs included external support for market assessments, financial and operational due diligence, and the development of long-term strategic plans to guide future growth.

Previous wording

Our other income, net increased by $43,788, or 47.7%, from $91,753 for the three months ended December 31, 2024, to $135,541 for the three months ended December 31, 2025. The increase was primarily due to increase in interest income of $39,491 in connection with a third-party loan.

Current wording

Our other income, net increased by $92,023, or 787.7%, from $11,682 for the three months ended March 31, 2025, to $103,705 for the three months ended March 31, 2026. The increase was primarily due to increase in interest income of $77,713 in connection with a third-party loan.

Previous wording

We had a net loss before income taxes of approximately $1.5 million and approximately $1.9 million for the three months ended December 31, 2025 and 2024, respectively. We were in a loss position before income taxes for the three months ended December 31, 2025, primarily attributable to the net effects of: (i) the rise in operating expenses, which was partly offset by an increase in gross profit due to the new business segment for the three months ended December 31, 2025 as mentioned above.

Current wording

We had a net loss before income taxes of approximately $1.5 million and approximately $0.4 million for the three months ended March 31, 2026 and 2025, respectively. We were in a loss position before income taxes for the three months ended March 31, 2026, primarily attributable to the net effects of: (i) the rise in operating expenses, which was partly offset by an increase in gross profit due to the new business segment for the three months ended March 31, 2026 as mentioned above.

Previous wording

We had income tax expenses of $45,049 and $nil for the three months ended December 31, 2025 and 2024, respectively. A current income tax provision of $46,554 was recognized for a subsidiary with net assessable income while no current income tax provision was recognized for subsidiaries in net operating loss for the three months ended December 31, 2025.

Current wording

We had income tax expense of $29,593 and $18,594 for the three months ended March 31, 2026 and 2025. A current income tax provision of $84,954 was recognized for a subsidiary with net assessable income while no current income tax provision was recognized for subsidiaries in net operating loss for the three months ended March 31, 2026.

Previous wording

Based on management’s assessment of future taxable income, the Company determined that it was no longer more likely than not that sufficient future taxable income would be available to utilize the deferred tax benefits. As a result, the Company recorded a full valuation allowance against its DTAs and did not recognize any deferred tax assets. We recognized a deferred income tax credit of $1,505 due to amortization of intangible assets, resulting in a net income tax expense of $45,049 for the three months ended December 31, 2025.

Current wording

Based on management’s assessment of future taxable income, the Company determined that it was no longer more likely than not that sufficient future taxable income would be available to utilize the deferred tax benefits. As a result, the Company recorded a full valuation allowance against its DTAs and did not recognize any deferred tax assets. We recognized a deferred income tax credit of $27,069 due to credit loss allowance and amortization of intangible assets, and a deferred income tax credit of $28,292 due to expected sales return, resulting in a net income tax credit of $55,361 for the three months ended March 31, 2026.

Previous wording

As a result of the foregoing, we had a net loss of approximately $2.9 million and of approximately $3.3 million for the six months ended December 31, 2025 and 2024, respectively.

Current wording

As a result of the foregoing, we had a net loss of approximately $1.5 million and approximately $0.4 million for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

A breakdown of our cost of revenues for the three months ended December 31, 2025 and 2024 is as follows:

Current wording

Net income (loss) from discontinued operations for the three months ended March 31, 2026 and 2025 is as follows:

Previous wording

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, 2025 and 2024, and provides information regarding the dollar and percentage increase or (decrease) during such periods. The operating results in any historical period are not necessarily indicative of the results that may be expected for any future period.

Current wording

The following table summarizes our consolidated results of operations and percentages of certain items in relation to total revenues for the nine months ended March 31, 2026 and 2025, 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.

Previous wording

Our selling expenses amounted to approximately $1.1 million for the six months ended December 31, 2025, compared to approximately $0.05 million for the same period in 2024. The increase was primarily driven by the salaries for our sales team, marketing expenses of a system and the advertising expense amounted to approximately $0.9 million, both of which were incurred in connection with the launch of our new pharmaceutical distribution service in December 2024.

Current wording

Our selling expenses amounted to approximately $1.8 million for the nine months ended March 31, 2026, compared to approximately $0.2 million for the same period in 2025. The increase was primarily attributable to the additional salaries for our sales team of approximately $0.4 million, system-related marketing expenses of approximately $0.3 million, and increased entertainment expense of approximately $0.1 million and advertising expense of approximately $0.7 million incurred in connection with the launch of our pharmaceutical distribution service.

Previous wording

Our cost of revenues from cross-border freight solutions increased by approximately $0.4 million, or 11.1%, from approximately $3.5 million for the three months ended December 31, 2024, to approximately $3.9 million for the three months ended December 31, 2025. The increase in cost of revenues was mainly due to the combined effects of:

Current wording

Our general and administrative expenses increased by approximately $2.1 million, or 115.3%, from approximately $1.8 million for the nine months ended March 31, 2025, to approximately $3.9 million for the nine months ended March 31, 2026. The increase was mainly due to an increase in our professional expense.

Previous wording

Our professional fees increased by approximately $0.8 million, or 140.2 %, from approximately $0.6 million for the six months ended December 31, 2024, to approximately $1.3 million for the six months ended December 31, 2025. Our professional fee represented 30.9% and 14.8% of our total general and administrative expenses for the six months ended December 31, 2025 and 2024, respectively. The increase was primarily due to advisory and consulting expenses strategic planning initiatives. These costs included external support for market assessments, financial and operational due diligence, and the development of long-term strategic plans to guide future growth.

Current wording

Our professional fees increased by approximately $2.0 million, or 261.6%, from approximately $0.8 million for the nine months ended March 31, 2025, to approximately $2.7 million for the nine months ended March 31, 2026. Our professional fee represented 70.0% and 41.7% of our total general and administrative expenses for the nine months ended March 31, 2026 and 2025, respectively. The increase was primarily due to advisory and consulting expenses for strategic planning initiatives. These costs included external support for market assessments, financial and operational due diligence, and the development of long-term strategic plans to guide future growth.

Previous wording

Our other income, net, increased by $80,839, or 40.1%, from $201,541 for the six months ended December 31, 2024, to $282,380 for the six months ended December 31, 2025. The increase was primarily due to increase in interest income in connection with a third-party loan.

Current wording

Our other income, net, increased by $187,185, or 1,118.7%, from $16,733 for the nine months ended March 31, 2025, to $203,918 for the nine months ended March 31, 2026. The increase was primarily due to an increase in interest income in connection with a third-party loan.

Previous wording

Our interest expenses increased by $142,567, or 348.7%, from $40,882 for the three months ended December 31, 2024, to $183,449 for the three months ended December 31, 2025. The increase in interest expense was mainly due to higher outstanding interest-bearing loans and interest expense in connection with the convertible note.

Current wording

Our interest expenses increased by $108,814, or 268.4%, from $40,541 for the nine months ended March 31, 2025, to $149,355 for the nine months ended March 31, 2026. The increase in interest expense was mainly due to interest expense in connection with the convertible note.

Previous wording

We had a net loss before income taxes of approximately $2.9 million and approximately $3.2 million for the six months ended December 31, 2025 and 2024, respectively. We were in a loss position before income taxes for the six months ended December 31, 2025, primarily attributable to the net effects of: (i) the rise in operating expenses, which was partly offset by an increase in gross profit due to the new business segment for the six months ended December 31, 2025 as mentioned above.

Current wording

We had a net loss before income taxes of approximately $3.3 million and approximately $1.5 million for the nine months ended March 31, 2026 and 2025, respectively. We were in a loss position before income taxes for the nine months ended March 31, 2026, primarily attributable to the net effects of: (i) the rise in operating expenses, which was partly offset by an increase in gross profit due to the new business segment for the nine months ended March 31, 2026 as mentioned above.

Previous wording

We had income tax expenses of $81,039 and $89,581 for the six months ended December 31, 2025 and 2024, respectively. A current income tax provision of $104,533 was recognized for a subsidiary with net assessable income while no current income tax provision was recognized for subsidiaries in net operating loss for the six months ended December 31, 2025.

Current wording

We had income tax expenses of $110,632 and $18,594 for the nine months ended March 31, 2026 and 2025, respectively. A current income tax provision of $189,487 was recognized for a subsidiary with net assessable income while no current income tax provision was recognized for subsidiaries in net operating loss for the nine months ended March 31, 2026.

Previous wording

Based on management’s assessment of future taxable income, the Company determined that it was no longer more likely than not that sufficient future taxable income would be available to utilize the deferred tax benefits. As a result, the Company recorded a full valuation allowance against its DTAs and did not recognize any deferred tax assets. We recognized a deferred income tax credit of $23,494 due to amortization of intangible assets, resulting in a net income tax expense of $81,039 for the six months ended December 31, 2025.

Current wording

Based on management’s assessment of future taxable income, the Company determined that it was no longer more likely than not that sufficient future taxable income would be available to utilize the deferred tax benefits. As a result, the Company recorded a full valuation allowance against its DTAs and did not recognize any deferred tax assets. We recognized a deferred income tax credit of $50,563 due to credit loss allowance and amortization of intangible assets, and a deferred income tax credit of $28,292 due to expected sales return, resulting in a net income tax credit of $78,855 for the nine months ended March 31, 2026.

Previous wording

As a result of the foregoing, we had a net loss of $1.6 million and of $1.9 million for the three months ended December 31, 2025 and 2024, respectively.

Current wording

As a result of the foregoing, we had a net loss of approximately $3.5 million and approximately $1.5 million for the nine months ended March 31, 2026 and 2025, respectively.

Previous wording

As of December 31, 2025, we had a cash balance of approximately $1.6 million. Our current assets were approximately $21.2 million, and our current liabilities were approximately $10.4 million, resulting in a current ratio of 2.03 and positive working capital of approximately $10.8 million. Total stockholders’ equity as of December 31, 2025 was approximately $12.2 million.

Current wording

As of March 31, 2026, we had a cash balance of approximately $1.3 million. Our current assets were approximately $17.0 million, and our current liabilities were approximately $4.0 million, resulting in a current ratio of 4.3 and working capital surplus of approximately $13.1 million. Total stockholders’ equity as of March 31, 2026 was approximately $13.6 million.

Previous wording

As of December 31, 2025 and June 30, 2025, we had accounts receivable net of allowance of approximately $4.2 million and approximately $3.3 million, respectively. We periodically review our accounts receivable and allowance level to ensure our methodology for determining allowances is reasonable and to accrue additional allowances if necessary. For accounts receivable as of December 31, 2025 and June 30, 2025, we provided a credit loss allowance of $171,609 and $87,728, respectively.

Current wording

As of March 31, 2026 and June 30, 2025, we had accounts receivable net of allowance of approximately $1.9 million and approximately $1.4 million, respectively. We periodically review our accounts receivable and allowance level to ensure our methodology for determining allowances is reasonable and to accrue additional allowances if necessary. For accounts receivable as of March 31, 2026 and June 30, 2025, we provided a credit loss allowance of $171,180 and $33,039, respectively.

Previous wording

At December 31, 2025, the carrying value of this receivable was approximately $6.6 million, net of an allowance for credit losses of $288,000. This net balance represents 32.3% of our total current assets, constituting a significant concentration of credit risk.

Current wording

As of March 31, 2026, the carrying value of this receivable was approximately $8.7 million, net of an allowance for credit losses of approximately $0.35 million. This net balance represents 49.0% of our total current assets, constituting a significant concentration of credit risk.

Previous wording

The following table sets forth summary of our cash flows for the periods indicated:

Current wording

The following table sets forth a summary of our cash flows from continuing operations for the periods indicated:

Previous wording

Net cash used in operating activities was $4,469,978 in the six months ended December 31, 2025, which included a net loss of $2,940,897, adjusted for non-cash items of $2,504,011 and changes in working capital deficits of $4,033,092. The non-cash items primarily included $1,054,794 straight-line lease expense of operating leases, $940,860 stock-based compensation for consulting expenses, $102,975 depreciation included in G&A and cost of revenue, $17,200 depreciation of right-of-use finance assets, $98,835 amortization of discount and bond issuance cost, $42,742 amortization of intangible assets, $100,052 interest income from a third party loan, $288,000 from provision of allowance for expected credit loss on loan receivable, $82,151 from provision of allowance for expected credit loss and a decrease of $23,494 from deferred tax liabilities. The adjustments for changes in working capital mainly included an increase of $932,852 in accounts receivable from third parties due to an increase of revenues near period end, an increase of $47,610 in accounts receivable – related parties, an increase in inventory of $27,802, an increase of $3,000,087 in prepayment, deposit and other receivable and a payment of $1,341,522 for operating lease liabilities, partially offset by a decrease of $50,142 in contract assets, an increase of $71,761 in refund liabilities, an increase of $135,197 in accounts payable to related parties, an increase of $404,825 in accounts payable to third parties, a decrease of $65,152 in note receivable, a decrease of $70,169 in right of return assets, an increase of $35,428 in contract liabilities, an increase of $94,806 in tax payable, and an increase of $389,301 in accrued liabilities and other payables.

Current wording

Net cash used in operating activities was $3,041,062 in the nine months ended March 31, 2026, primarily reflecting a net loss from continuing operations of $3,452,877, adjusted for non-cash items of $2,626,615 and changes in working capital deficits of $2,214,800. The non-cash items primarily included $87,881 straight-line lease expense related to operating leases, $2,089,460 stock-based compensation for consulting expenses, $37,919 depreciation, $109,753 amortization of discount and bond issuance cost, $64,112 amortization of intangible assets, $177,765 interest income from a third party loan, $350,000 from provision of allowance for expected credit loss on loan receivable, $133,772 from provision of allowance for expected credit loss on accounts receivable and a decrease of $78,855 from deferred tax liabilities. The adjustments for changes in working capital mainly included an increase of $517,421 in accounts receivable due to an increase of revenues near period end, an increase of $2,926,217 in prepayment, deposit and other receivable and a payment of $70,171 for operating lease liabilities, partially offset by an increase of $38,079 in accounts payable, a decrease of $65,152 in note receivable, an increase of $162,204 in refund liabilities, an increase of $185,250 in tax payable, and an increase of $846,065 in accrued liabilities and other payables and a decrease in inventory of $74,510.

Previous wording

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, deposit and other receivable of $112,620, a decrease of $742,649 in operating lease liabilities and a decrease of $156,165 in accounts payable — related parties.

Current wording

Net cash used in operating activities was $979,735 for the nine months ended March 31, 2025, including net loss from continuing operations of $1,529,602, adjusted for non-cash items for $109,895 and changes in working capital surplus of $439,972. The non-cash items primarily included $51,805 straight-line lease expense of operating leases, $5,152 depreciation expense, $32,056 amortization of intangible asset, $40,541 interest expense of convertible notes, $11,645 uncollected interest income from a third-party loan and a decrease of $8,014 from deferred tax asset. The adjustments for changes in working capital mainly included an increase of $807,540 in accrued expense and other payable, an increase of $299,114 in accounts payable and an increase of $42,168 in contract liabilities, partially offset by an increase of $337,288 in accounts receivable, an increase of $216,538 in inventories, an increase of $100,923 in prepayment, deposit and other receivable and a decrease of $80,709 in operating lease liabilities.

Previous wording

The $2,536,978 increase in cash used in operating activities for the six months ended December 31, 2025, compared to the prior year, was primarily due to an increase in advance deposits of $2,873,260 to supplier and an increase of $1,357,500 in accounts receivable — third parties, partly offset by a decrease of $341,330 in net loss and an increase of $667,902 in accounts payable — third parties and related parties due to the timing of vendor, client, and related parties payment.

Current wording

The $2,061,327 increase in cash used in operating activities for the nine months ended March 31, 2026, compared to the prior year, was primarily due to an increase in advance deposits of $2,825,294 to suppliers.

Previous wording

Net cash used in investing activities was $7,145,990 and $1,350,498 for the six months ended December 31, 2025 and 2024, respectively. Net cash used in investing activities for the six months ended December 31, 2025, was primarily attributable loans of $7,037,190 to a third party. The cash used in same period of last year was primarily attributable to loans to a third party of $686,697 and net cash payment for asset acquisition of $552,721.

Current wording

Net cash used in investing activities was $8,497,511 and $1,147,422 for the nine months ended March 31, 2026 and 2025, respectively. Net cash used in investing activities for the nine months ended March 31, 2026, was primarily attributable to loans of $8,497,511 to a third party. The cash used in the same period of last year was primarily attributable to net cash payments of $552,721 for intangible assets through the acquisition of 100% equity interest in Hupan Pharmaceutical and a loan of $561,901 to a third party.

Previous wording

Net cash provided by financing activities was $8,095,889 and $4,295,361 for the six months ended December 31, 2025 and 2024. The increase was primarily due to proceeds from private placement of financing activities compared with the prior period. During the six months ended December 31, 2025, we generated cash inflows from loan borrowings of $1,644,523, private placements of $7,133,492, advances from related parties of $260,144 and advance from shareholders of $174,626, which were partially offset by $399,615 in principal repayments of convertible debt, loan repayments of $597,546 and advance to related parties of $62,779. During the six months ended December 31, 2024, we had 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.

Current wording

Net cash provided by financing activities was $7,770,045 and $5,790,999 for the nine months ended March 31, 2026 and 2025. The increase was primarily due to proceeds from private placement of financing activities compared with the prior period. During the nine months ended March 31, 2026, we generated cash inflows from private placements of $8,236,231, which were partially offset by $432,948 in principal repayments of convertible debt. During the nine months ended March 31, 2025, we had due to the net proceeds of $5,351,281 from the offering and net proceeds of $755,512 from issuance of convertible note and advances of $276,365 from Hupan Pharmaceutical prior to acquisition, partly offset by repayment of $592,159 to shareholders, during the nine months ended March 31, 2025.

Previous wording

Our capital expenditures are incurred primarily in connection with the purchase of fixed assets, including machinery and equipment, furniture and fixtures, leasehold improvement and vehicles. Our capital expenditures amounted to nil and $111,080 for the six months ended December 31, 2025 and 2024, respectively.

Current wording

Our capital expenditures are incurred primarily in connection with the purchase of fixed assets, including machinery and equipment, furniture and fixtures, leasehold improvement and vehicles. Our capital expenditures amounted to nil and $32,800 for the nine months ended March 31, 2026 and 2025, respectively.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

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.