Antiaging Quantum Living Inc.
For the period ended Mar 31, 2026. Filed Jul 14, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Jul 14, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2025-03-31; filed 2025-07-02.
0001641172-25-017604
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2026-03-31; filed 2026-07-14.
0001493152-26-033212
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 32 previous paragraphs and 59 current paragraphs.
21 unchanged; 10 reworded; 27 added; 1 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 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 (27)
Current report
During the fiscal year ended March 31, 2026, the Company initiated a strategic transition to shift its core business model away from third-party agency and technical platform operations to focus exclusively on the supply and distribution of proprietary brand health products and therapy services. Pursuant to board authorization in June 2025, the Company ceased its online platform technical operation support and maintenance services in staggered phases, concluding in September 2025 and January 2026.
Current report
We view this transition as a vital strategic pivot to enhance our brand value and establish long-term control over our product supply chain. However, this shift materially impacts our near-term consolidated financial results and the comparability of our historical financial statements to future periods.
Current report
During the years ended March 31, 2026 and 2025, the Company generated revenues of $1,034,385 and $817,898, respectively. Of this total, $711,607 (or 68.8%) in FY 2026 and $817,898 (or 100%) in FY 2025 was derived from our historical online platform technical operation support and maintenance services. The increase in revenue was primarily driven by the introduction of new therapy services and health/beauty product sales in FY 2026. As part of a strategic transition during the year, the Company ceased its historical online platform services to focus entirely on therapy services (which generated $141,828 in FY 2026)and proprietary health/beauty products (which generated $180,950 in FY 2026).
Current report
Historically, the delivery of our technical and platform services did not utilize dedicated, standalone operational teams or separate infrastructure. Instead, these services were supported by highly integrated, centralized corporate resources, including shared administrative personnel, centralized accounting and sales teams, and shared server infrastructure.
Current report
Following the cessation of the technical services, the Company has retained these shared personnel and infrastructural resources in their entirety. We have repurposed these assets to support the expansion and scaling of our continuing proprietary health products and therapy service lines. Consequently, while our consolidated revenues will materially decrease in the near term due to the loss of the technical service revenue, our general and administrative (G&A) expenses and overall operating cost structure will not experience a proportional decrease.
Current report
Because these centralized resources have been retained and absorbed by our continuing operations, and should expect near-term margin compression as our retained organizational overhead is now supported by a smaller, albeit strategically refocused, revenue base.
Current report
Historically, the Company has financed its operations and alleviated working capital deficiencies primarily through advances from a principal shareholder and director. While there is no formal written commitment or binding agreement in place, the shareholder has historically provided necessary funding and has indicated the intent to continue providing financial support to fund the Company’s operations and meet its obligations as they become due.
Current report
Promissory Notes and November 2025 Assignments and Amendments
Current report
During fiscal 2025 and continuing into fiscal 2026, the Company funded a portion of its operations through the issuance of several promissory notes to multiple lenders. These included: (i) a note issued to Barry Wan in the principal amount of $428,789.50; (ii) a note issued to New Lite Ventures LLC in the principal amount of $29,571.00; (iii) two notes originally issued by the Company’s PRC subsidiaries, Antiaging Doctor Hangzhou Holding Ltd. and Dao Ling Doctor (Zhejiang) Health Management Limited, to Hemeihui E-Commerce Co., Ltd., in the principal amounts of $538,568.00 and $287,174.00, respectively; and (iv) a note issued to Tairan Baohe Insurance Sales Co., Ltd. in the principal amount of $383,598.00. The Tairan Baohe note was subsequently repaid in full and is no longer outstanding.
Current report
On November 25, 2025, the Company entered into four separate Assignment and Amendment of Promissory Note agreements with respect to the outstanding notes other than the repaid Tairan Baohe note. Under these agreements, each applicable noteholder assigned its rights and interests in the notes to either Atlantic Equity Holdings Inc. or Empire Street Capital Inc., and the notes were amended to provide for the automatic conversion of the outstanding principal balances into shares of the Company’s Class A Common Stock at a fixed conversion price of $0.30 per share. No additional proceeds were received by the Company in connection with these amendments, assignments, or conversions. Upon the issuance of the conversion shares, the applicable notes were deemed fully satisfied and extinguished.
Current report
Historically, the Company has financed its operations and alleviated working capital deficiencies primarily through advances from a principal shareholder and director. While there is no formal written commitment or binding agreement in place, the shareholder has historically provided necessary funding and has indicated the intent to continue providing financial support to fund the Company’s operations and meet its obligations as they become due.
Current report
Revenue Recognition
Current report
Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company determines revenue recognition by applying the following steps: 1) identification of the contract, or contracts, with a customer; 2) identification of the performance obligations in the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the performance obligations in the contract; and 5) recognition of revenue when, or as, we satisfy a performance obligation.
Current report
Sales of goods
Current report
The Company generates revenue from the sale of health and beauty products, dietary supplements, and proprietary branded health foods. Goods are sold directly to consumers through the Company’s mobile application (“App”) and physical retail stores, as well as distributed wholesale to third-party e-commerce platforms and partners. In January 2026, the Company began transitioning its business model to become a primary product supplier of proprietary brands to enhance its control over the health and wellness supply chain.
Current report
A formal contract is established when a customer places an order. The Company’s single performance obligation is the delivery of the ordered goods. The transaction price is generally fixed at the time of the order. Revenue is recognized at a point in time when the goods are delivered to (or physically purchased at) retail stores, drop-shipped, and accepted by the customer, as control transfers at that time.
Current report
The Company’s policy allows for product returns, which are treated as variable consideration. Provisions for estimated sales returns are assessed and adjusted at the end of each reporting period based on historical return rates and experience, which are generally immaterial. The Company records contract liabilities, such as customer advances, when payments are received prior to the delivery and acceptance of goods.
Current report
Offline physical therapy services
Current report
The Company provides offline physical therapy and related health services through its physical retail stores. Customers may purchase these services on a single-use (pay-on-demand) basis or through multi-session package deals that are valid for a one-year period. A formal contract is established upon payment.
Current report
For single-use services, the Company has a single performance obligation to provide the therapy session. Revenue is recognized at a point in time when the service is rendered to the customer.
Current report
For multi-session package deals, the Company has a stand-ready obligation to provide services over the one-year validity period. Payments received in advance are initially recorded as contract liabilities (customer advances). Revenue is recognized over time as the services are utilized by the customer.
Current report
During the systems transition period for the year ended March 31, 2026, precise customer-level usage tracking was limited. Consequently, management utilized a critical accounting estimate to determine the proportional performance of these obligations based on a sample of available historical usage records applied to cohorts of contracts grouped by payment date. Management applies a constraint to these estimates to ensure it is highly probable that a significant reversal of cumulative revenue recognized will not occur. Revenue is recognized ratably based on this constrained estimate, with any remaining unconstrained balance recognized when the rights legally expire at the end of the one-year period. Changes to these estimation methods could materially impact the timing of revenue recognition.
Current report
Prior to January 2026, the Company provided technical operation support and maintenance services for online platforms, ensuring platform functionality, continuous availability, and technical support for end-users.
Current report
Revenue from these services was recognized ratably over each service period as the services were rendered, or upon completion of the service, depending on the nature of the arrangement. Billing frequency varied (e.g., weekly, monthly, quarterly, or upon completion) as specified in the respective contracts. Service fees were determined based on contract terms and structured as fixed fees, milestone-based pricing, or as a percentage of gross transaction value (GTV) generated from the customer’s e-commerce platform. Each billing period or completed service cycle represented a distinct performance obligation, with revenue recognized upon completion and invoicing. The major direct cost of providing these services was wages and salaries. In instances where payments were received in advance, they were recorded as contract liabilities (deferred revenue) until the services were delivered.
Current report
Effective January 2026, the Company formally ceased providing these technical operation support and maintenance services. Because these services were supported by highly integrated, centralized corporate resources that have been retained by the Company, the cessation of this service line does not qualify for presentation as a discontinued operation.
Current report
Principal vs. Agent Consideration
Current report
For each revenue stream, the Company is a principal because it controls the specified goods or services before they are transferred to the customer. As a principal, the Company is primarily responsible for fulfilling the contractual obligations, has discretion in establishing the price, and bears the risk of inventory or service provision until completion; therefore, revenue is recognized on a gross basis for each active revenue stream.
Removed paragraphs (1)
Previous report
The increase in the working capital was primarily driven by the conversion of certain due on demand debts into long-term notes payable, along with increases in other receivables and current assets. Additionally, there was a rise in accounts receivable and advances to suppliers offset by decrease in operating lease liabilities which impacted available cash.
Reworded paragraphs (10)
Previous wording
Cost of revenues was $389,381 and $771 for the years ended March 31, 2025 and 2024, respectively. Gross profit increased to $428,517 (gross margin of 52.4%) for the year ended March 31, 2025, as compared to gross profit of $6,728 (gross margin of 89.7%) for the year ended Macrh3 1, 2024. The change in gross margin is primarily due to the shift in revenue streams and the commencement of the new technical support and maintenance services business in 2025, which carries a different cost structure.
Current wording
Cost of revenues was $332,262 and $389,381 for the years ended March 31, 2026 and 2025, respectively. Gross profit increased to $702,123 (gross margin of 67.9%) for the year ended March 31, 2026, as compared to gross profit of $428,517 (gross margin of 52.4%) for the year ended March 31, 2025. Gross margin improved from 52.4% to 67.9% primarily because our new therapy services and proprietary products carry higher profit margins compared to the labor-intensive technical operation support and maintenance services we provided in FY 2025.
Previous wording
The Company incurred operating expenses of $1,218,476 and $419,745 for the years ended March 31, 2025 and 2024, respectively. The increase in operating expenses was mainly due to the increase in rental expenses and employee wages and benefits, relating to the Company’s initiative for business expansion and additional revenue stream. The Company also incurred start-up costs such as cloud hosting expenses, development and maintenance costs in pursuit of its business plan.
Current wording
The Company incurred operating expenses of $1,537,524 and $1,218,476 for the years ended March 31, 2026 and 2025, respectively. Operating expenses generally consists of rent and facility expenses, wages and salaries, legal and professional fees. The increase in operating expenses was mainly due to the increase in rental and facility costs.
Previous wording
For the year ended March 31, 2025, the Company received renovation subsidy of $69,471, which was recognized as other income, along with interest income of $79.
Current wording
For the year ended March 31, 2026, the Company had gain from extinguishment of liability of $10,771, in addition to interest income of $163 and subsidy income of $3,480, as compared to year ended March 31, 2025, the Company received renovation subsidy of $69,471 in addition to interest income of $79.
Previous wording
For the year ended March 31, 2025, our net loss was $720,409 comparing to a net loss of $412,971 for the year ended March 31, 2024. The increase in net loss is mainly due to the increased operating expenses.
Current wording
For the year ended March 31, 2026, our net loss was $837,646 compared to a net loss of $720,409 for the year ended March 31, 2025. The increase in net loss is mainly due to the increased operating expenses.
Previous wording
As of March 31, 2025, we had an accumulated deficit of $1,409,712 and working capital of $132,689, compared to accumulated deficit of $689,303 and a working capital deficit of $647,227 as of March 31, 2024.
Current wording
As of March 31, 2026, we had an accumulated deficit of $2,247,358 and working capital deficit of $459,038, compared to accumulated deficit of $1,409,712 and a working capital of $132,689 as of March 31, 2025. The decrease in the working capital was primarily driven by a $460,000 increase in due to related parties.
Previous wording
The Company’s net loss was partially offset by non-cash expenses, including $144,271 in depreciation and amortization, and $330,671 in amortization related to right-of-use (ROU) assets, mainly associated with leased office and retail spaces and leasehold improvements.
Current wording
The Company’s net loss was partially offset by non-cash expenses which primarily included $134,792 in depreciation and amortization, and $332,320 in amortization related to right-of-use (ROU) assets associated with leased office and retail spaces and leasehold improvements. Operating cash activities was further impacted by an $216,624 increase in inventories and a $92,753 increase in advances to suppliers, which were partially offset by a $317,479 increase in accounts payables and accrued expense, resulting in net cash used in operating activities for the years ended March 31, 2026.
Previous wording
During the years ended March 31, 2025 and 2024, the Company purchased fixed assets and intangible assets totaling $63,345 and $224,248, respectively.
Current wording
During the years ended March 31, 2026 and 2025, the Company purchased fixed assets and intangible assets totaling $162,434 and $63,345, respectively.
Previous wording
During the years ended March 31, 2025 and 2024, the Company received advances of $364,303 and $616,866 from related parties for working capital purposes, which shareholders are prepared to provide additional funding as needed. The Company also borrowed $803,734 and $423,209 from an unrelated third party during the years ended March 31, 2025 and 2024, respectively. On December 31, 2024, a total of $1,284,103 debt owed to related party and third party were converted into long-term notes payable, representing a non-cash financing activity. On March 31, 2025, the Company entered into Tripartite Debt Assignment Agreements with Mr. Barry Wan (a related party) and the unrelated third-party original lender, pursuant to which certain loans and notes totaling $1,216,440 were legally assigned to Mr. Wan.
Current wording
On December 31, 2024, a total of $1,284,103 debt owed to related party and third party were converted into long-term notes payable, representing a non-cash financing activity. On March 31, 2025, the Company entered into Tripartite Debt Assignment Agreements with Mr. Barry Wan (a related party) and the unrelated third-party original lender, pursuant to which certain loans and notes totaling $1,216,440 were legally assigned to Mr. Wan.
Previous wording
As of March 31, 2025, we held approximately $370,549 in cash and cash equivalents. Our liabilities are primarily funded by shareholder loans and unrelated parties’ loans, which do not require immediate repayment. Operations are continuing as usual, and management is committed to implementing expense control measures in the near term to support liquidity.
Current wording
As of March 31, 2026, we held approximately $503,486 in cash and cash equivalents. Our liabilities are primarily funded by shareholder loans and unrelated parties’ loans, which do not require immediate repayment. Operations are continuing as usual, and management is committed to implementing expense control measures in the near term to support liquidity.
Previous wording
During the years ended March 31, 2025 and 2024, the Company generated revenues of $817,898 and $7,499, respectively. The increase in revenue was primarily due to the launch and provision of online platform technical operation support and maintenance services, which accounted for the entire revenue for the year; as compared to $nil in same period in 2024. In contrast, revenue for the year ended March 31, 2024, which was derived from health and beauty product sales and online advertising in the amount of $7,499. The Company did not generate any revenue from health and beauty product sales and online advertising for the year ended March 31, 2025.
Current wording
Online platform technical operation support and maintenance services
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
During the years ended March 31, 2026 and 2025, the Company received advances of $460,000 and $364,303 from related parties for working capital purposes, which shareholders are prepared to provide additional funding as needed. The Company also borrowed $nil and $803,734 from an unrelated third party during the years ended March 31, 2026 and 2025, respectively.