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Antiaging Quantum Living Inc.

For the period ended Jun 30, 2026. Filed Aug 14, 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.

Jun 30, 2026 · Filed Aug 14, 2026

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-12-31; filed 2026-02-13.

0001493152-26-006710

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

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-14.

0001493152-26-038392

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 40 previous paragraphs and 35 current paragraphs.

14 unchanged; 9 reworded; 12 added; 15 removed; 2 previous and 0 current paragraphs rearranged.

Tables are not compared: 2 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 (12)

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 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 three months ended June 30, 2026 and 2025, the Company generated revenues of $730,117 and $291,438, respectively, representing an increase of $438,679. This overall increase, as well as the complete shift in revenue mix, is a direct result of our previously disclosed strategic transition. For the three months ended June 30, 2025, our revenue consisted entirely of legacy online platform services. In the current year period ended June 30, 2026, those legacy services were completely phased out, and our revenue was generated entirely from our new core business model: proprietary health/beauty products ($743,969) and therapy services ($(13,852).

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 in fiscal year ended March 31, 2026, 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.
Removed paragraphs (15)

Previous report

On July 1, 2019, Lansdale Inc., the principal stockholder of the Company (“Seller”) and an entity controlled by the Company’s former President, Mr. Wanjun Xie, entered into a Stock Purchase Agreement (the “Agreement”) with Dazhong 368 Inc., (the “Buyer”), pursuant to which, a total of 9,000,000 shares of Class A common stock of the Company were transferred to the Buyer, representing approximately 90% of the Company’s issued and outstanding shares of Class A common stock, resulting in a change of the control of the Company. Mr. Dingshan Zhang was appointed as the President and CEO of the Company on the same date.

Previous report

On April 10, 2023, Mr. Barry Wan acquired control of 29,215,000 restricted shares of Class A common stock (the “Purchased Shares”) of the Company, representing approximately 97% of the Company’s total issued and outstanding common stock from Dazhong 368 Inc and Sophia 33 Inc, two New York corporations controlled by the Company’s then President, Chief Executive Officer and sole director, Dingshan Zhang (the former President) pursuant to the terms of a Stock Purchase Agreement by and among the parties thereto (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, Mr. Wan paid an aggregate purchase price of four hundred thousand dollars ($400,000.00) to Mr. Zhang in exchange for the purchased shares. The foregoing transaction resulted in a change of control of the Company, with Mr. Wan acquiring 97% of the Company’s outstanding Class A common stock held through New Lite Ventures LLC, a New York LLC. Both before and after the transactions, the Company had 29,995,000 shares of its Class A common stock outstanding.

Previous report

In connection with the transaction, on April 10, 2023, Mr. Dingshan Zhang resigned from all positions he held with the Company. On April 10, 2023, Ms. Jing Wan was appointed by our majority shareholder as our Chief Executive Officer, Chief Financial Officer, President and Director. On June 16, 2023, Mr. Barry Wan consented to act as the new Chief Executive Officer and Chief Financial Officer after Ms. Jing Wan resigned. The Company changed its name to Antiaging Quantum Living Inc. on June 14, 2023.

Previous report

The change in control with respect to the Company was effectuated to better reflect its new business direction, with the intention of acquiring businesses involved in healthcare management and insurance services.

Previous report

In line with this expansion, the Company established AAQL Inc. AAQL HK Limited Dao Ling Doctor Hangzhou, Dao Ling Doctor Zhejiang, and Dao Ling Doctor Huzhou entities.

Previous report

On July 25, 2024, the Board of Directors of the Company approved the appointment of J&S Associate PLT to be the new independent registered public accounting firm for the financial period ending June 30, 2024. This appointment addressed the vacancy created by the resignation of PWN LLP as the Company’s former independent registered public accounting firm.

Previous report

On September 6, 2024, the holders of a majority of the issued and outstanding voting securities of the Company approved an amendment to its Certificate of Incorporation increase in the number of authorized shares of common stock of the Company from thirty million (30,000,000) shares of common stock, par value $0.001 per share, to six billion (6,000,000,000) shares of common stock, par value $0.00001 per share (the “Authorized Capital Increase”). Upon the effectiveness of the Authorized Capital Increase, the shares of common stock will be categorized as follows: 1,200,000,000 Class A shares, 1,200,000,000 Class B shares, 1,200,000,000 Class C shares, 1,200,000,000 Class D shares, and 1,200,000,000 Class E shares. On the same day, the Certificate of Amendment to the Certificate of Incorporation of the Company was filed with New York State Department effectuating the Authorized Capital Increase.

Previous report

During the three months ended December 31, 2025 and 2024, the Company generated revenues of $340,292 and $154,471, respectively. The increase in revenue was primarily due to continued growth of the Company’s online platform technical operation support and maintenance services for the period which commenced in 2024. In addition, the Company’s subsidiary Anti-Aging Care LLC began limited operations during the three months ended December 31, 2025 which contributed to the overall increase in revenues for the current period.

Previous report

For the three months ended December 31, 2025 and 2024, the Company’s other income was $126 and $69,660, respectively, which often consisted of interest income. For the three months ended December 31, 2024, the Company received a renovation subsidy of $69,646 in addition to interest income, which was recognized as other income.

Previous report

For the three months ended December 31, 2025, our net loss was $272,168 comparing to a net loss of $129,154 for the three months ended December 31, 2024. The increase in net loss is mainly due to the lower gross margin with an increase in operating expenses due to the shift in revenue streams.

Previous report

During the nine months ended December 31**,2025, and 2024, the Company generated revenues of $1,021,894 and $529,714, respectively. The increase in revenue was primarily due to continued growth of the Company’s online platform technical operation support and maintenance services for the period, which commenced in 2024 for which accounted for the entire revenue for the current period. In addition, the Company’s subsidiary Anti-Aging Care LLC began limited operations during the three months ended December 31,**2025 which contributed to the overall increase in revenues for the current period.

Previous report

Cost of revenues was $258,777 and $19,698 for the nine months ended December 31**,2025, and 2024, respectively. Gross profit increased to $763,117 (gross margin of 74.68%) for the nine months ended December 31,2025, as compared to gross profit of 510,016 (gross margin of 96.28%) for the nine months ended December 31,**2024.

Previous report

The change in gross margin is primarily due to the shift in revenue streams to technical support and maintenance services business, which carries a different cost structure.

Previous report

During the nine months ended December 31, 2025, the Company completed a series of assignment and amendment agreements pursuant to which outstanding promissory notes were automatically converted into shares of the Company’s Class A common stock. The conversion eliminated the Company’s outstanding debt obligations under the promissory notes. The transaction did not result in any cash inflows or outflows and was recorded as a non-cash financing activity.

Previous report

The decrease in the working capital was primarily driven by the increases in accounts payables and accrued expenses and due to related parties, which impacted available cash.
Reworded paragraphs (9)

Previous wording

Cost of revenues was $136,380 and $5,160 for the three months ended December 31, 2025 and 2024, respectively. Gross profit increased to $203,912 (gross margin of 59.92%) for the three months ended December 31, 2025, as compared to gross profit of $149,311 (gross margin of 96.66%) for the three months ended December 31, 2024. The change in gross margin is primarily due to the shift in revenue streams to technical support and maintenance services business, which carries a different cost structure.

Current wording

Cost of revenues was $417,227 and $56,706 for the three months ended June 30, 2026 and 2025, respectively. Gross profit increased to $312,890 (gross margin of 42.85%) for the three months ended June 30, 2026, as compared to gross profit of $234,732 (gross margin of 80.54%) for three months ended June 30, 2025. However, gross margin decreased from 80.54% to 42.9% primarily because of our strategic transition away from high-margin online platform services to the sale of physical health and beauty products which the direct costs are associated with purchased inventory from our suppliers.

Previous wording

The Company incurred operating expenses of $476,151 and $348,125 for the three months ended December 31, 2025 and 2024, respectively. The increase in operating expenses was mainly due to the increase rental and facility costs.

Current wording

The Company incurred operating expenses of $635,966 and $372,935 for the three months ended June 30, 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 nine months ended December 31, 2025 and 2024, the Company’s other income was $11,026 and $69,707, respectively. For the nine months ended December 31, 2025, the Company had gain from extinguishment of liability of $10,684 in addition to interest income. For the nine months ended December 31, 2024, the Company received a renovation subsidy of $69,646 in addition to interest income, which was recognized as other income.

Current wording

For the three months ended June 30, 2026, the Company had interest income of $39 and subsidy income of $4,528, as compared to the three months ended June 30, 2025, the Company received renovation subsidy of $10,810 in addition to interest income of $21.

Previous wording

For the nine months ended December 31**,2025, our net loss was $467,138 comparing to a net loss of $540,808 for the nine months ended December 31,**2024. The decrease in net loss is mainly due to the increased revenues.

Current wording

For the three months ended June 30, 2026, our net loss was $318,509 compared to a net loss of $133,372 for the three months ended June 30, 2025. The increase in net loss is mainly due to the increased operating expenses.

Previous wording

As of December 31, 2025, we had an accumulated deficit of $1,876,850 and working capital deficit of $113,526, compared to accumulated deficit of $1,409,712 and a working capital of $132,689 as of March 31, 2025.

Current wording

As of June 30, 2026, we had an accumulated deficit of $2,565,867 and working capital deficit of $477,410, compared to accumulated deficit of $2,247,358 and a working capital deficit of $459,038 as of March 31, 2026. The increase in the working capital was primarily driven by a $712,859 increase in accounts receivables.

Previous wording

The Company’s net loss was partially offset by non-cash expenses, including $123,690 in depreciation and amortization, and $297,416 in amortization related to right-of-use (ROU) assets, mainly associated with leased office and retail spaces and leasehold improvements. Additionally, an increase of accounts payables and accrued expense of $238,545 and an increase in inventories of $101,884 affected net cash used in operating activities for the nine months ended December 31, 2025.

Current wording

The Company’s net loss was partially offset by non-cash expenses which primarily included $10,291 in depreciation and amortization, and $54,176 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 increase of $121,528 in inventories, increase in accounts receivable of $712,859, and a $74,686 decrease in advances to suppliers, which were partially offset by a $63,763 decrease in accounts payables and a $342,224 decrease in operating lease liabilities, resulting in net cash used in operating activities of $471,684 for the three months ended June 30, 2026.

Previous wording

During the nine months ended December 31, 2025 and 2024, the Company purchased fixed assets totaling $162,417 and $44,835, respectively.

Current wording

During the three months ended June 30, 2026 and 2025, the Company purchased fixed assets and intangible assets totaling $nil and $1,089, respectively.

Previous wording

During the nine months ended December 31**,**2025 and 2024, the Company received advances of $460,000 and $232,488 from related parties for working capital purposes, which shareholders are prepared to provide additional funding as needed. The Company also received proceeds from loans and notes of $416,777 for the nine months ended December 31, 2024.

Current wording

During the three months ended June 30, 2026 and 2025, the Company received advances of $nil and $220,000 from related parties for working capital purposes, which shareholders are prepared to provide additional funding as needed. The Company also borrowed $573,126 and $nil from an unrelated third party during the three months ended June 30, 2026 and 2025, respectively.

Previous wording

As of December 31, 2025, we held approximately $936,910 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 June 30, 2026, we held approximately $608,100 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.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Results of Operation for the nine months ended December 31, 2025 and 2024

Previous report — wording carried elsewhere

The Company incurred operating expenses of $1,224,781 and $1,120,531 for the nine months ended December 31**,**2025 and 2024, respectively. The increase in operating expenses was mainly due to the increase in rental and facility costs.