UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~December 3031, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ______

Commission File Number 000-56157

Antiaging Quantum Living Inc.

(Exact name of registrant as specified in its charter)

New York		47-2643986
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

~~133~~135-27 ~~39th~~38th Ave ~~Ths~~ #~~PH2A~~388

Flushing, NY 11354

(Address of Principal Executive Offices) (Zip Code)

~~917~~929-~~470~~990-~~5393~~3255

(Registrant’s telephone number, including area code)

Former address: 133-27 39th Ave Ths #PH2A

Flushing, NY 11354

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not Applicable		Not Applicable		Not Applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~February 1419, ~~2024~~2025, the registrant had 29,995,000 shares of Class A common stock outstanding.

TABLE OF CONTENTS

		~~PAGE~~	PAGE
	Note about Forward-Looking Statements	3	3
	PART I - FINANCIAL INFORMATION
Item 1	Financial Statements	4	4
	Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and June 30, 2024	5
	Condensed Consolidated Balance Sheets as of December 31, 2024 (unaudited) and March 31, 2024 (audited)		5
	Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended September 30, 2024 and 2023 (unaudited)	6
	Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended December 31, 2024 and 2023 (unaudited)		6
	Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the six months ended September 30, 2024 and 2023 (unaudited)	7
	Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the nine months ended December 31, 2024 and 2023 (unaudited)		7
	Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2024 and 2023 (unaudited)	8
	Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2024 and 2023 (unaudited)		8
	Notes to Unaudited Condensed Consolidated Financial Statements	9	9
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operation	19	21
Item 3	Quantitative and Qualitative Disclosures About Market Risk	22	24
Item 4	Controls and Procedures	22	24
	PART II - OTHER INFORMATION
Item 1	Legal Proceedings	23	25
Item 1A	Risk Factors	23	25
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	23	25
Item 3	Defaults Upon Senior Securities	23	25
Item 4	Mine Safety Disclosures	23	25
Item 5	Other Information	23	25
Item 6	Exhibits	24	26
SIGNATURES		25	27

NOTE ABOUT FORWARD-LOOKING STATEMENTS

Except for historical information, this quarterly report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this quarterly report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this quarterly report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless expressly indicated or the context requires otherwise, the terms “Antiaging,” “company,” “we,” “us,” and “our” in this document refer to Antiaging Quantum Living Inc, a New York corporation.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and March 31, 2024	5
Condensed Consolidated Balance Sheets as of December 31, 2024 (unaudited) and March 31, 2024 (audited)		5
Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended September 30, 2024 and 2023 (unaudited)	6
Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended December 31, 2024 and 2023 (unaudited)		6
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the six months ended September 30, 2024 and 2023 (unaudited)	7
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the nine months ended December 31, 2024 and 2023 (unaudited)		7
Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2024 and 2023 (unaudited)	8
Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2024 and 2023 (unaudited)		8
Notes to Unaudited Condensed Consolidated Financial Statements	~~9-18~~	9-20

ANTIAGING QUANTUM LIVING INC ~~(FKA. ACHISON INC)~~

Condensed Consolidated Balance Sheets

As of ~~September~~December 3031, 2024 and March 31, 2024

	September 30,			March 31,
	December 31,			March 31,
	2024			2024
	(Unaudited)			(Audited)
	Unaudited			Audited
ASSETS
Current Assets
Cash and cash equivalents	$	37202,~~403~~487		$	166,552
Accounts receivable, net		2924,~~333~~168			2,001
Advances to suppliers		39134,~~656~~457			27,000
Other receivables and current assets		62298,~~308~~561			28,668
Total Current Assets		~~168~~659,~~700~~673			224,221
Non-Current Assets
Property, plant and equipment, net		~~193~~151,~~886~~140			215,770
Other non-current assets		3332,~~412~~125			32,473
Operating lease right of use asset, net		~~401~~733,~~256~~522			539,946
Total Non-Current Assets		~~628~~916,~~554~~787			788,189
Total Assets		~~797~~1,~~254~~576,460			1,012,410
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses		7369,~~213~~570			64,842
Other payables		2526,~~194~~669			7,422
Due to related parties		~~765,369~~-			613,843
Taxes payable		3,~~688~~375			1,124
Advances from customers		8,475			4,345
Operating lease liabilities - current portion		~~279~~257,~~188~~663			179,872
Total Current Liabilities		1365,~~155,127~~752			871,448
Non-Current Liabilities
Operating lease liabilities - non-current		52488,~~465~~560			134,903
Other long-term liabilities		431,362			419,229
Long term notes payable		825,742			-
Total Non-Current Liabilities		483,827			554,132
Long term notes payable-related party		841,959			-
Total Liabilities		1,638,954			1,425,580
Long term notes payable		841,959			-
Other long-term liabilities		-			419,229
Total Non-Current Liabilities		2,156,261			554,132
Total Liabilities		2,522,013			1,425,580
Commitments and Contingencies		-			-
Shareholders’ Equity
Shareholders’ Equity (Deficit)
Class A Common stock, $0.00001 par value; 1,200,000,000 shares authorized, 29,995,000 shares issued and outstanding		29,995			29,995
Class B Common stock, $0.00001 par value; 1,200,000,000 shares authorized, no shares issued and outstanding		-			-
Class C Common stock, $0.00001 par value; 1,200,000,000 shares authorized, no shares issued and outstanding		-			-
Class D Common stock, $0.00001 par value; 1,200,000,000 shares authorized, no shares issued and outstanding		-			-
Class E Common stock, $0.00001 par value; 1,200,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, value		-			-
Additional paid-in capital		243,530			243,530
Accumulated loss		(1,100,957	)		(689,303	)
Accumulated deficit		(1,230,111	)		(689,303	)
Accumulated other comprehensive (loss) income		(14,268	)		2,608
Accumulated other comprehensive income		11,033			2,608
Total Shareholders’ Deficit		(~~841~~945,~~700~~553	)		(413,170	)
Total Liabilities and Shareholders’ Deficit	$	~~797~~1,~~254~~576,460		$	1,012,410

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ANTIAGING QUANTUM LIVING INC ~~(FKA. ACHISON INC)~~

Condensed Consolidated Statements of Income and Comprehensive Income

For the Three and ~~Six~~Nine ~~Months~~months ~~Ended~~ended ~~September~~December 3031, 2024 and 2023

Unaudited

	2024			2023			2024			2023
	Three Months Ended						~~Six~~Nine ~~Months~~months ~~Ended~~ended
	September 30,			September 30,			September 30,			September 30,
	December 31,			December 31,			December 31,			December 31,
	2024			2023			2024			2023
Revenues	$	173,174		$	-		$	375,243		$	1,200
Revenues, net	$	154,471		$	6,299		$	529,714		$	7,499
Cost of revenues		145,~~373~~160			-760			1419,~~538~~698			-760
Gross profit		~~158~~149,~~801~~311			-5,539			~~360~~510,~~705~~016			16,~~200~~739
Operating expenses:
Selling and marketing expense		~~100~~64,~~273~~132			-10,687			~~231~~295,~~206~~338			-10,687
General and administrative expenses		~~256~~283,~~296~~993			2491,~~378~~945			~~541~~825,~~200~~193			55147,~~305~~251
Total operating expenses		~~356~~348,~~569~~125			24102,~~378~~632			~~772~~1,~~406~~120,531			55157,~~305~~938
Loss from operations		(~~197~~198,~~768~~814	)		(2497,~~378~~093	)		(~~411~~610,~~701~~515	)		(54151,~~105~~199	)
Other income (expenses):
Interest income		2214			-2			4761			-2
Total other income		22			-			47			-
Other income, net		69,646			1			69,646			1
Loss before income tax		(197,746	)		(24,378	)		(411,654	)		(54,105	)
Total other income		69,660			3			69,707			3
Loss before income tax		(129,154	)		(97,090	)		(540,808	)		(151,196	)
Income tax expense		-			-			-			-
Net loss	$	(~~197~~129,~~746~~154	)	$	(2497,~~378~~090	)	$	(~~411~~540,~~654~~808	)	$	(54151,~~105~~196	)
Weighted average shares outstanding
Basic and diluted		29,995,000			29,995,000			29,995,000			29,995,000
Loss per share
Basic and diluted	$	(0.~~0066~~0043	)	$	(0.~~0008~~0032	)	$	(0.~~0137~~0180	)	$	(0.~~0018~~0050	)
Other comprehensive income (loss):
Net loss	$	(~~197~~129,~~746~~154	)	$	(2497,~~378~~090	)	$	(~~411~~540,~~654~~808	)	$	(54151,~~105~~196	)
Other comprehensive income (loss):
Foreign currency translation adjustment		~~(19~~25,~~151~~301	)		-(739	)		~~(16~~8,~~876~~425	)		-(739	)
Total comprehensive loss	$	(~~216~~103,~~897~~853	)	$	(2497,~~378~~829	)	$	(~~428~~532,~~530~~383	)	$	(54151,~~105~~935	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ANTIAGING QUANTUM LIVING INC ~~(FKA. ACHISON INC)~~

Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit)

For the ~~Six~~Nine ~~Months~~months ~~Ended~~ended ~~September~~December 3031, 2024 and 2023

Unaudited

	Shares		Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			(Loss)			Total
	Class A					Class B				Class C				Class D				Class E												Accumulated
	Class A Common Stock					Class B Common Stock				Class C Common Stock				Class D Common Stock				Class E Common Stock									Accumulated other
	Common Stock					Common Stock				Common Stock				Common Stock				Common Stock				Additional								other
	Number of				Number of	~~Number of~~				Number of				Number of				Number of				~~Additional~~ Paid-in		~~Accumulated~~Statutory			~~Comprehensive Income~~Accumulated			Comprehensive
	Shares		Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		~~Deficit~~Reserve			~~(Loss)~~Deficit			~~Total~~Income (Loss)			Total
Balance at March 31, 2023		29,995,000	$	29,995			-	$	-		-	$	-		-	$	-		-	$	-	$	160,230	$	~~(276,332~~-	)	$	-(276,332	)	$	~~(86,107~~-	)	$	(86,107	)
Shareholder loan cancellation																							83,300								~~83,300~~			83,300
Net loss		-		-			-		-		-		-		-		-		-		-		-		~~(29,727~~-	)		-(29,727	)		~~(29,727~~-	)		(29,727	)
Balance at June 30, 2023		29,995,000		29,995			-		-		-		-		-		-		-		-		243,530		~~(306,059~~-	)		-(306,059	)		~~(32,534~~-	)		(32,534	)
Net loss		-		-			-		-		-		-		-		-		-		-		-		~~(24,378~~-	)		-(24,378	)		~~(24,378~~-	)		(24,378	)
Balance at September 30, 2023		29,995,000		29,995			-		-		-		-		-		-		-		-		243,530		~~(330,437~~-	)		-(330,437	)		~~(56,912~~-	)		(56,912	)
Balance at March 31, 2024		29,995,000		29,995					-				-				-				-		243,530		(689,303	)		2,608			(413,170	)
Net loss		-		-			-		-		-		-		-		-		-		-		-		-			(97,090	)					(97,090	)
Net loss		-		-			-		-		-		-		-		-		-		-		-		(213,908	)		-			(213,908	)
Foreign currency translation adjustment		-		-			-		-		-		-		-		-		-		-		-		-			-			(739	)		(739	)
Foreign currency translation adjustment		-		-			-		-		-		-		-		-		-		-		-		-			2,275			2,275
Balance at December 31, 2023		29,995,000		29,995			-		-		-		-		-		-		-		-		243,530		-			(427,527	)		(739	)		(154,741	)
Balance at June 30, 2024		29,995,000		29,995			-		-		-		-		-		-		-		-		243,530		(903,211	)		4,883			(624,803	)
Balance at March 31, 2024		29,995,000		29,995			-		-		-		-		-		-		-		-		243,530		-			(689,303	)		2,608			(413,170	)
Balance		29,995,000		29,995			-		-		-		-		-		-		-		-		243,530		(903,211	)		4,883			(624,803	)
Net loss		-		-			-		-		-		-		-		-		-		-		-					(213,908	)		-			(213,908	)
Net loss		-		-			-		-		-		-		-		-		-		-		-		(197,846	)		-			(197,746	)
Foreign currency translation adjustment		-		-			-		-		-		-		-		-		-		-		-		-			-			2,275			2,275
Foreign currency translation adjustment		-		-			-		-		-		-		-		-		-		-		-		-			(19,151	)		(19,151	)
Balance at June 30, 2024		29,995,000		29,995			-		-		-		-		-		-		-		-		243,530		-			(903,211	)		4,883			(624,803	)
Balance at September 30, 2024		29,995,000	$	29,995			-	$	-		-	$	-		-	$	-		-	$	-	$	243,530	$	(1,100,957	)	$	(14,268	)	$	(841,700	)
Net loss		-		-			-		-		-		-		-		-		-		-		-		-			(197,746	)		-			(197,746	)
Balance		29,995,000	$	29,995			-	$	-		-	$	-		-	$	-		-	$	-	$	243,530	$	(1,100,957	)	$	(14,268	)	$	(841,700	)
Foreign currency translation adjustment		-		-			-		-		-		-		-		-		-		-		-		-			-			(19,151	)		(19,151	)
Balance at September 30, 2024		29,995,000		29,995			-		-		-		-		-		-		-		-		243,530		-			(1,100,957	)		(14,268	)		(841,700	)
Balance		29,995,000		29,995			-		-		-		-		-		-		-		-		243,530		-			(1,100,957	)		(14,268	)		(841,700	)
Net loss		-		-			-		-		-		-		-		-		-		-		-		-			(129,154	)		-			(129,154	)
Foreign currency translation adjustment		-		-			-		-		-		-		-		-		-				-		-			-			25,301			25,301
Balance at December 31, 2024		29,995,000	$	29,995			-	$	-		-	$	-		-	$	-		-	$	-	$	243,530		-		$	(1,230,111	)	$	11,033		$	(945,553	)
Balance		29,995,000	$	29,995			-	$	-		-	$	-		-	$	-		-	$	-	$	243,530		-		$	(1,230,111	)	$	11,033		$	(945,553	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ANTIAGING QUANTUM LIVING INC ~~(FKA. ACHISON INC)~~

Condensed Consolidated Statements of Cash Flows

For the ~~Six~~Nine ~~Months~~months ~~Ended~~ended ~~September~~December 3031, 2024 and 2023

Unaudited

	2024			2023
	Six Months Ended
	Nine months ended
	September 30,			September 30,
	December 31,			December 31,
	2024			2023
Cash flows from operating activities
Net loss	$	(~~411~~540,~~654~~808	)	$	(54151,~~105~~196	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense		71108,~~921~~180			~~157~~236
Amortization of operating lease ROU assets		~~150~~256,~~385~~749			-50,550
Impairments and write-offs of assets		27,000			-
Changes in assets and liabilities
Increase in accounts receivable		(2622,~~738~~506	)		-
Increase in advances to suppliers		(12135,~~384~~834	)		(27,554	)
Increase in due from relates parties		(429	)		-
Increase in prepaid expenses		(251,152	)		(28,423	)
Increase in other receivables and current assets		(3222,~~050~~490	)		-(34,189	)
Increase in advances from customer		4,130			134,~~630~~345
Increase in accounts payable and accrued expenses		6,883			10,017
(Decrease) increase in accounts payable		(4,028	)		9,470
Increase in other payables		19,207			-
Increase in accrued expenses and other payables		29,026			21,916
Increase in taxes payable		2,289			702
Decrease in contract liability		-			(2,800	)
Increase in operating lease liabilities		7,571			-
Decrease in operating lease liabilities		(18,000	)		(357,459	)
Net cash used in operating activities		(~~223~~567,~~158~~444	)		(60514,~~655~~402	)
Cash flows from investing activities
Purchase of fixed assets		(44,~~820~~835	)		-(153,400	)
Net cash used in investing activities		(44,~~820~~835	)		-(153,400	)
Cash flows from financing activities
Proceeds from in shareholder loan		-			115,335
Proceeds from borrowings		-			423,333
Proceeds from in related party payables		138,745			-
Proceeds from notes payable		416,777			-
Net cash provided by financing activities		138,745			115,335
Proceeds from related party payables		232,488			369,073
Net (decrease) increase of cash and cash equivalents		(129,233	)		54,680
Net cash provided by financing activities		649,265			792,406
Effect of foreign currency translation on cash and cash equivalents		84			-
Net increase of cash and cash equivalents		36,986			124,604
Effect of foreign currency translation on cash and cash equivalents		(1,051	)		690
Cash and cash equivalents – beginning		166,552			354
Cash and cash equivalents – ending	$	37202,~~403~~487		$	55125,~~034~~648
Supplementary cash flow information:
Interest paid	$	-		$	-
Non-cash financing and investing activities:
Related party debt forgiven as additional paid-in capital	$	-		$	83,300
Repayment of related party debt	$	-		$	83,300
Recognized ROU assets through lease liabilities	$	434,115		$	671,570
Conversion of loan payable to promissory note payable	$	1,138,564		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ANTIAGING QUANTUM LIVING INC (FKA. ACHISON INC)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

Antiaging Quantum Living Inc. (FKA: Achison Inc.) (the “Company”, “us”, “we” or “our”) was incorporated under the laws of the State of New York on December 29, 2014.

On July 1, 2019, Lansdale Inc, the principal stockholder of the Company (“Seller”) 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 at the same date.

On April 10, 2023, Mr. Barry Wan acquired control of 29,215,000 restricted shares of common stock (the “Purchased Shares”) of the Company, representing approximately 97% of the Company’s total issued and outstanding common stock (the “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 (“SPA”), 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 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 common stock outstanding.

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 CEO and CFO after Ms. Jing Wan resigned. The Company was renamed as Antiaging Quantum Living Inc on June 14, 2023 by the new management. The Company is an investment holding company; its primary business operations are conducted through its subsidiaries as described below.

AAQL Inc. (“BVI Holding”) was incorporated under the Laws of the British Virgin Islands to function as a holding company responsible for managing all business operations outside of the United States.

AAQL HK Limited (“Hong Kong Holding”) was incorporated under the Laws of Hong Kong as a wholly-owned subsidiary of the BVI Holding. Hong Kong Holding’s primary role is to act as a holding company overseeing business activities exclusively within the Asia-Pacific markets.

Antiaging Doctor Hangzhou Holding LTD (“Dao Ling Doctor Hangzhou”) was incorporated as a wholly-owned subsidiary of Hong Kong Holding on November 13, 2023 under the laws of the People’s Republic of China, with its principal place of business situated in Xiaoshan District, Hangzhou, Zhejiang Province. Its primary business is to provide development, operation, and management services to domestic e-commerce platform companies, offering personalized marketing plans, promotional strategies, and charging brand usage fees for the “Dao Ling Doctor” brand.

Dao Ling Doctor (Zhejiang) Health Management Limited (“Dao Ling Doctor Zhejiang”) was incorporated as a wholly-owned subsidiary of Dao Ling Doctor Hangzhou on November 30, 2023 under the laws of the People’s Republic of China, with its principal place of business situated in Hangzhou, Zhejiang Province. ~~Its primary business involves providing professional technical operation support and maintenance services to distributors of the “Dao Ling Doctor” brand, and collecting technical service fees.~~

Dao Ling Doctor (Huzhou) Health Management Limited (“Dao Ling Doctor Huzhou”) was incorporated as a wholly-owned subsidiary of Dao Ling Doctor Hangzhou on December 6, 2023 under the laws of the People’s Republic of China, with its principal place of business situated in Huzhou, Zhejiang Province. Its primary business involves providing health consulting services (excluding diagnosis and treatment services), network and information security software development and big data services, and other services.

~~Antiaging~~Anti-Aging Care LLC (“Anti-Aging Care”) was incorporated as a wholly-owned subsidiary of Antiaging Quantum Living Inc. ~~and~~on ~~its~~October ~~subsidiaries~~21, 2024 ~~are~~under ~~collectively~~the ~~referred~~laws toof asNew ~~the “Company”~~York.

The subsidiaries’ business includes e-commerce platform development and management, personalized marketing strategies, and brand licensing. It also provides technical support and maintenance for distributors, along with health consulting (excluding diagnosis and treatment), network security software development, and big data services. Through these integrated offerings, the group enhances the market presence and operational efficiency of the ‘Dao Ling Doctor’ brand.”

Antiaging Quantum Living Inc. and its subsidiaries are collectively referred to as the “Company”.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries. All significant inter-company transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. However, the results of operations included in such financial statements may not necessary be indicative of annual results.

The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on May 16, 2024

Use of Estimates

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”).

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ from those estimates and assumptions.

Functional and presentation currency

The functional currency of the Company is the currency of the primary economic environment in which the Company operates which is Chinese Yuan (“RMB”). The RMB is not freely convertible into the US dollar and may be subject to PRC currency restrictions for payments, including the distributions of dividends or retained earnings to the Company by its subsidiaries or its variable interest entities.

Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on translation of monetary items at period-end are included in income statement of the period.

For the purpose of presenting these financial statements, the Company’s assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, stockholder’s equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income (loss) in the stockholder’s equity (deficits) section of the balance sheets.

Exchange rate used for the translation as follows:

SCHEDULE OF EXCHANGE RATE

US$ to RMB	Period End		Average
September 30, 2024		7.0181		7.2015
December 31, 2024		7.2993		7.1981
March 31, 2024		7.2212		7.1533
September 30, 2023		N/A		N/A
December 31, 2023		7.0786		7.1512

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, bank deposits, and highly liquid investments with maturities of three months or less at the date of origination.

Accounts receivable, net

The Company records accounts receivable at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on aging data, historical collection experience, customer specific facts and economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Advances to Suppliers

The Company occasionally makes advances to suppliers to secure future deliveries of goods or services. These advances are recorded as assets on the balance sheet and are recognized as inventory when the related goods are received or as expenses when the related services are received. These advances primarily relate to the purchase of inventory goods to be sold.

The Company periodically reviews the recoverability of advances to suppliers and establishes allowances for potential losses when necessary.

Impairment of Other Assets

The Company has adopted Accounting Standards Codification subtopic 340-10, Other Assets (“ASC 340-10”). ASC 340-10 requires that prepaid expenses, deferred costs, and other capitalized expenditures be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates these assets for impairment periodically, or more frequently if events and circumstances warrant. Indicators of impairment may include contract cancellations, supplier bankruptcy, significant adverse changes in expected future benefits, or other factors reducing the asset’s recoverability.

The Company assesses recoverability based on the expected future benefits associated with the asset. If it is determined that the carrying value is no longer recoverable, the asset is written down to its net realizable value or zero if no recovery is expected. Impairment losses, if any, are recorded in the income statement as a charge to expense.

Impairment loss on advances to suppliers was $27,000 and $nil for the nine months ended December 31, 2024, and 2023, respectively.

Property and Equipment

Property and equipment are carried at cost net of accumulated depreciation. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset.

Property and equipment are depreciated on a straight-line basis over the following periods:

Leasehold improvements		2 years
Office furniture and equipment		3 years

Impairment of Long-Lived Assets

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve breakeven operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

There was no impairment loss on property and equipment for the ~~six~~nine months ended ~~September~~December 3031, 2024 and 2023.

Customer Advances

The Company records customer advances as liabilities when consideration is received in advance of the transfer of goods. These advances are recognized as revenue when the performance obligations associated with the advance are satisfied. These advances relate to the advance payment for orders of goods placed by the customers.

Lease

The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019.

The new leasing standard requires recognition of leases on the balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company does not recognize any leases with an initial term of 12 months or less on the balance sheets.

Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur.

Revenue Recognition

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.

Online advertising

The Company operates an online advertising platform that connects advertisers with publishers to display digital advertisements.

For the Company, revenue recognition occurs upon the following events: when a customer places an order, payment is received, and the advertisement is delivered and viewable to the end-user with no other terms and conditions.

Sales of goods

The Company operates a mobile application (“App”) through which it sells health and beauty products to customers.

For the Company, revenue recognition occurs upon the following events: when a customer places an order, payment is received, and the goods are delivered to or drop-shipped to and accepted by the customer. Provisions are made for estimated sales returns based on historical return rates and experience which are immaterial. The Company may record contract liabilities, such as customer advances, when payments are received from customers prior to delivery or acceptance of goods by customers.

Online platform technical operation support and maintenance services

The Company provides technical operation support and maintenance services for its online platforms, ensuring platform functionality, continuous availability, and technical support for end-users.

Revenue from technical operation support and maintenance services is recognized ratably over each service period as the service is provided, or upon completion of the service. Billing frequency may vary (e.g., weekly, monthly, quarterly, or upon completion), depending on the contract terms. Each billing cycle or completed service period represents a distinct performance obligation, with revenue recognized upon completion and invoicing for that period’s service.

The major direct cost of providing these services is wages and salaries, which are included in SG&A expenses. In instances where payments are received in advance, they are recorded as contract liabilities (deferred revenue) until the services are delivered.

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 revenue stream.

Selling, General and Administrative Expenses

Selling, general, and administrative expenses primarily consist of costs related to sales and marketing activities, administrative functions, and certain start-up costs.

Selling expenses include, but are not limited to, sales commissions, advertising costs, shipping and handling expenses, and costs associated with trade shows and promotional events. General and administrative expenses encompass salaries and benefits of employees not directly involved in production, rent, utilities, office supplies, legal and professional fees, other overhead costs, and certain start-up costs.

Start-up costs represent expenses associated with the establishment of new operations, including activities such as market research, product development, and initial marketing efforts.

The Company recognizes these expenses as incurred, consistently matching with the revenues generated.

Income Taxes

The Company records income tax expense using the asset-and-liability method of accounting for deferred income taxes. Under this method, deferred taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that the deferred tax assets will not be realized.

When tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in general and administrative expenses in the statements of operations.

Earnings Per Share

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

As of ~~September~~December 3031, 2024 and March 31, 2024, the Company does not have any potentially dilutive instrument.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which could result in a loss to the Company which will be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies arising from legal proceedings pending against the Company or unasserted claims that may rise from such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates it is probable a material loss will be incurred and the amount of the loss can be reasonably estimated, then the estimated loss is accrued in the Company’s financial statements. If the assessment indicates a material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Fair Value Measurements

Fair value accounting establishes a framework for measuring fair value and expands disclosure about fair value measurements. Fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

	●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.

	●	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

The Company’s financial instruments consisted of cash, accounts receivables, accounts payable, contract liabilities and loan from shareholders. The estimated fair value of those balances approximates the carrying amount due to the short maturity of these instruments.

Credit Losses on Financial Instruments

The Company recognizes credit losses on financial instruments in accordance with Accounting Standards Codification (ASC) Topic 326, Financial Instruments – Credit Losses. The Company uses the Current Expected Credit Losses (CECL) model to estimate credit losses on financial assets measured at amortized cost, as well as certain off-balance sheet credit exposures.

Under the CECL model, the estimation of credit losses involves significant judgment and estimation uncertainty. Management exercises its judgment based on historical loss experience, current economic conditions, and reasonable and supportable forecasts. Changes in these factors could have a material impact on the estimated credit losses.

Income Taxes

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred.

Recent Accounting Pronouncements

In December 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2024-03, “Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments”. The amendments in this ASU are effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of a reporting period if the entity has also adopted ASU 2020-06 for that period. The Company is evaluating the impact of the standard on its consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Disaggregation of Income Statement Expenses. The guidance primarily will require enhanced disclosures about certain types of expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 and may be applied either on a prospective or retrospective basis. The Company is evaluating the impact of the standard on its consolidated financial statements and disclosures.

In March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation. This ASU clarifies how to determine whether profits interest and similar awards should be accounted for as share-based payment arrangements. The ASU is effective in reporting periods beginning after December 15, 2024, including interim periods within the fiscal year, on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. This ASU requires annual and interim disclosure of significant segment expenses that are provided to the CODM as well as interim disclosures for all reportable segment’s profit or loss and assets. This guidance also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. This guidance is expected to improve financial reporting by providing additional information about a public company’s significant segment expenses and more timely and detailed segment information reporting throughout the fiscal period. The ASU is effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. This ASU requires greater disaggregation of information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. This ASU applies to all entities subject to income taxes and is intended to help investors better understand an entity’s exposure to potential changes in jurisdictional tax legislation and assess income tax information that affects cash flow forecasts and capital allocation decisions. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. This ASU should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its consolidated financial statements and disclosures.

There were other updates recently issued. The management does not believe that other than the disclosed above, accounting pronouncements the recently issued but not yet adopted will have a material impact on its financial position results of operations or cash flows.

NOTE 3 – GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company had an accumulated deficit of $1,~~100~~230,~~957~~111 as of ~~September~~December 3031, 2024 and ~~negative~~ working capital of $~~986~~293,~~427~~921. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds from the majority shareholder and President of the Company to eliminate inefficiencies in order to meet its anticipated cash requirements. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures and other requirements.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

NOTE 4 – ACCOUNTS RECEIVABLES

Accounts receivables, net comprised of the following:

SCHEDULE OF ACCOUNTS RECEIVABLES

	September 30, 2024		March 31, 2024
	December 31, 2024		March 31, 2024
Accounts receivables	$	2924,~~333~~168	$	2,001
Less: Allowance for doubtful accounts		-		-
Total, net	$	2924,~~333~~168	$	2,001

There was no allowance for credit loss expenses for the ~~six~~nine months ended ~~September~~December 3031, 2024 and 2023, respectively.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment, net comprised of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2024			March 31, 2024
	December 31, 2024			March 31, 2024
At Cost:
Leasehold improvements in progress	$	-		$	72,574
Leasehold improvements		~~257~~247,~~066~~163			144,532
Office furniture and equipment		1817,~~100~~959			5,997
Property plant and equipment, gross		1817,~~100~~959			5,997
Total cost		~~275~~265,~~166~~122			223,103
Less: Accumulated depreciation		(81113,~~280~~982	)		(7,333	)
Total, net	$	~~193~~151,~~886~~140		$	215,770

Depreciation expenses was $71108,~~921~~180 and $~~157~~236 for the ~~six~~nine months ended ~~September~~December 3031, 2024 and 2023, respectively.

~~NOTE 6 – LOANS PAYABLE~~16

~~The~~NOTE ~~Company~~6 ~~has~~– ~~outstanding~~LOANS ~~loans~~PAYABLE ~~payable~~AND toNOTES unrelated third parties in the amount of $431,362 and $419,229 as of September 30, 2024 and March 31, 2024, respectively. These loans are unsecured, non-interest-bearing, with a maturity date of October 19, 2026.PAYABLE

15The Company has outstanding loans payable to unrelated third parties in the amount of $nil and $419,229 as of December 31, 2024 and March 31, 2024, respectively. These loans were unsecured, non-interest-bearing, with a maturity date of October 19, 2026.

On December 31, 2024, the Company entered into a promissory note agreement totaling $825,742, modifying the terms of the existing loan agreement, including an extension of the maturity date. As a result, the balance is classified as “Notes Payable” as of December 31, 2024. The prior period balance is presented as “Loan Payables,” consistent with the classification at that time. These notes are unsecured, non-interest-bearing, with a maturity date of December 31, 2029. The outstanding notes payable to unrelated third parties were $825,742 and $nil as of as of December 31, 2024 and March 31, 2024, respectively.

On December 31, 2024, the Company formalized an agreement with certain related parties, converting existing liabilities classified as “Due to Related Parties” in the amount of $841,959 into a promissory note with a maturity date of December 31, 2029. As a result, the balance is classified as “Notes Payable” as of December 31, 2024. The prior period balance remains classified as “Due to Related Parties,” consistent with the terms in effect at that time. These notes are unsecured, non-interest-bearing, with a maturity date of December 31, 2029. The outstanding notes payable related parties were $841,959 and $nil as of as of December 31, 2024 and March 31, 2024, respectively.

NOTE 7 – RELATED PARTY TRANSACTIONS

Loan from shareholders

In August 2019, the Company borrowed $71,000 from the former President of the Company, Mr. Dingshan Zhang, which bears no interest with a maturity in December 2021. During the year ended March 31, 2022, the Company repaid $17,000 to Mr. Zhang. In May 2021 the Company borrowed an additional $5,000 from Mr. Zhang. On December 29, 2021, the Company and Mr. Zhang verbally amended the loan agreement and extended the maturity date to December 31, 2023. During the year ended March 31, 2023, the Company received an additional loan in the total amount of $24,300 from, Mr. Zhang.

Upon consummation of the change of control which resulted from that certain SPA entered into on April 10, 2023, the balance of the $83,300 shareholder loan was waived by Mr. Zhang in its entirety, which was recognized as an equity transaction with the shareholder.

~~During~~Advances ~~the six months ended September 30, 2024, the Company did not repay or received advances~~ from Mr. Wan, our President for working capital purpose. The outstanding amount due to Mr. Wan was $280,907 and $295,336 as of September 30, 2024 and March 31, 2024. The advance is unsecured, non-interest-bearing and due on demand.

During the ~~six~~nine months ended ~~September~~December 3031, 2024, the Company ~~borrowed~~did ~~funds~~not inrepay ~~the~~or ~~amount~~received ofadvances ~~$157,745~~ from ~~Tairan Baohe Insurance Sales Co., Ltd. (“Tairan”), an entity where~~ Mr. Wan’s, ~~spouse~~our isPresident ~~a shareholder,~~ for working capital purpose. The outstanding amount due to ~~Tairan~~Mr. Wan was $~~484,462~~nil and $~~318~~295,~~507~~336 as of ~~September~~December 3031, 2024 and March 31, 2024, respectively. The ~~loan~~ advance is unsecured, non-interest-bearing and due on demand. On December 31, 2024, the Company formalized a promissory note agreement for $428,790 with a maturity date of December 31, 2029.

Advances from Tairan Baohe Insurance Sales Co., Ltd. (“Tairan”)

During the nine months ended December 31, 2024, the Company borrowed funds from Tairan, an entity where Mr. Wan’s spouse is a shareholder, for working capital purpose. The outstanding amount due to Tairan was $nil and $318,507 as of December 31, 2024 and March 31, 2024, respectively. The loan was unsecured, non-interest-bearing and due on demand. On December 31, 2024, the Company formalized a promissory note agreement for $383,598 with a maturity date of December 31, 2029.

Advances from New Lite Ventures LLC (“New Living”)

During the nine months ended December 31, 2024, the Company borrowed funds from New Living, an entity where Mr. Wan is a controlling member, for working capital purpose. The amount was unsecured, non-interest-bearing and due on demand. On December 31, 2024, the Company formalized a promissory note agreement for $29,571 with a maturity date of December 31, 2029.

Promissory notes payable

Promissory notes payable related parties comprised of the following:

	December 31, 2024		March 31, 2024
Mr. Wan	$	428,790	$	-
Tairan		383,598		-
New Living		29,571		-
Total	$	841,959	$	-

All promissory notes are unsecured, non-interest-bearing, and have a maturity date of December 31, 2029.

NOTE 8 – INCOME TAX

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.

United States

Net operation losses (“NOLs”) can carry forward indefinitely up to offset 80% of taxable income after CARES Act effect on December 31, 2017. As of ~~September~~December 3031, 2024 and March 31, 2024, deferred tax assets resulted from NOLs of approximately $~~112~~126,000 and $97,000, respectively. The deferred tax asset has been fully reserved for valuation allowance as the Company believes they will most-likely-than-not ~~realize~~ realize the benefits.

Hong Kong

Companies incorporated in Hong Kong are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% on its taxable income generated from operations in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax.

PRC

Effective on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules impose a unified enterprise income tax rate of 25% on all domestic-invested enterprises and foreign investment enterprises in PRC, unless they qualify under certain limited exceptions. As such, starting from January 1, 2008, the Company’s subsidiaries in PRC are subject to an enterprise income tax rate of 25%. NOLs can typically carried forward for a certain number of years (usually five years) to offset against future taxable income. The deferred tax asset has been fully reserved for valuation allowance as the Company believes they will most-likely-than-not realize the benefits.

The following table summarizes the taxable income (loss) before income taxes by jurisdiction:

	2024			2023
	Six months Ended September 30,
	Nine months Ended December 31,
	2024			2023
United States	$	(70145,~~281~~345	)	$	(5479,~~105~~382	)
Hong Kong		-			-
China		(~~341~~395,~~373~~463	)		-(71,814	)
Total	$	(~~411~~540,~~654~~808	)	$	(54151,~~105~~196	)

The following table summarizes a reconciliation of income tax expense for operations, calculated at the statutory income tax rate to total income tax expense (benefit):

	2024			2023
	Six months Ended September 30,
	Nine months Ended December 31,
	2024			2023
Income tax expense at federal statutory rate		21.0	%		21.0	%
Income tax expense at state statutory rate		7.5	%		7.5	%
Income tax expense at PRC statutory rate		25.0	%		-25.0	%
Increases/(decreases) due to:
Foreign tax rate differential		-	%		-	%
Change in valuation allowance		(53.5	)%		(2853.5	)%
Effective tax rate		-	%		-	%

NOTE 9 – SHAREHOLDERS’ EQUITY

The Company is authorized to issued 1,200,000,000 shares of Class A common stock.

On March 28, 2023, the Company amended its article with New York State to change the authorized common shares with a par value of $0.001 to 30,000,000 shares, no preferred shares.

During the years ended March 31, 2024, a shareholder loan in the amount of $83,300 was forgiven by our former President and recorded as additional paid-in capital.

On June 6, 2024, the Company amended its article with New York State to increase the 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 shares 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.

NOTE 10 – DISAGGREGATION OF REVENUE

The Company disaggregates its revenue by major revenue streams, as the Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors.

SCHEDULE OF DISAGGREGATION OF REVENUE

	2024		2023
	Six months Ended September 30,
	Nine months Ended December 31,
	2024		2023
Online advertising	$	-	$	1,200
Sales of goods (Health and beauty products)		~~123,736~~-		-6,299
Technical operation support and maintenance services		~~251~~529,~~507~~714		-
Total	$	~~375~~529,~~243~~714	$	17,~~200~~499

NOTE 11 – LEASES

The Company has two operating leases for its office space and retail space.

Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate the present value is incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each ~~lease~~leases based primarily on its lease ~~term in PRC which is approximately~~ 4term.~~75%.~~

17Operating lease expenses were $256,750 and $53,022 for the nine months ended December 31, 2024 and 2023, respectively.

Operating lease expenses were $157,955 and $nil for the six months ended September 30, 2024 and 2023, respectively.

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

	Six months Ended September 30,
	Nine months Ended December 31,
	2024			2023
Lease cost
Operating lease cost	$	~~157~~256,~~955~~750		$	-53,022
Other Information
Cash paid for amounts included in the measurement of lease liabilities	$	-12,000		$	-359,930
Weighted average remaining lease term – operating leases (in years)		~~1.25~~3			-2
Average discount rate – operating lease		45.7588	%		-4.75	%

The supplemental balance sheet information related to leases is as follows:

	September 30, 2024		March 31, 2024
	December 31, 2024		March 31, 2024
Operating leases
Right-of-use assets	$	~~401~~733,~~256~~522	$	539,946
Operating lease liabilities	$	~~331~~746,~~653~~223	$	314,775

The undiscounted future minimum lease payment schedule as follows:

For the year ending March 31,
2025 (6 months remaining)	335,607
2025 (3 months remaining)	340,677
Thereafter	-
2026	73,080
Total undiscounted lease payments	335,607
2027	75,272
Less: interest	(3,954	)
2028	77,531
Total lease liabilities	331,653
2029	79,856
Thereafter	209,958
Total undiscounted lease payments	856,374
Less: interest	(110,151	)
Total lease liabilities	746,223

NOTE 12 – SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after ~~September~~December 3031, 2024 through the date the financial statements were issued. During the period, the Company did not have any material recognizable subsequent events required to be disclosed or adjusted as of and for the ~~six~~nine months ended ~~September~~December 3031, 2024.

1820

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

This Quarterly Report on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

Overview

Antiaging Quantum Living Inc. (FKA: Achison Inc.) (the “Company”, “us”, “we” or “our”) was incorporated under the laws of the State of New York on December 29, 2014.

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.

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.

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.

1921

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.

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.

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.

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.

Results of Operation for the three months ended ~~September~~December 3031, 2024 and 2023

	2024			2023			$ Changed			% Changed
Revenue		~~173~~154,~~174~~471			-6,299			~~173~~148,~~174~~172			~~100~~2352.0031	%
Cost of revenues		145,~~373~~160			-760			144,~~373~~400			~~100~~578.0095	%
Selling, general and administrative expenses		~~356~~348,~~569~~125			24102,~~378~~632			~~332~~245,~~191~~493			~~1362~~239.6720	%
Loss from operations		(~~197~~198,~~768~~814	)		(2497,~~378~~093	)		(~~173~~101,~~390~~721	)		~~711.26~~104,77	%
Other income (loss)		2269,660			-3			2269,657			~~100~~2321900.00	%
Net loss		(~~197~~129,~~746~~154	)		(2497,~~378~~090	)		(~~173~~32,~~368~~064	)		~~711~~33.1703	%

During the three months ended ~~September~~December 3031, 2024 and 2023, the Company generated revenue in the amount of $~~173~~154,~~174~~471 and $~~nil~~6,299, respectively. During the three months ended ~~September~~December 3031, 2024 and 2023, the Company incurred operating expenses of $~~356~~348,~~569~~125 and $24102,~~378~~632, respectively. The increase in revenues and costs are related to ~~the~~revenues ~~sales of health and beauty products which commenced since October 1, 2023. The Company also~~ generated ~~revenues~~from ~~in the amounts of $110,946 for~~ its online platform technical operation support and maintenance services during the three months ended ~~September~~December 3031, 2024.

The increase in operating expenses was mainly due to the increase in rental expenses and employee wages and benefits, which are related 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.

For the three months ended ~~September~~December 3031, 2024, ~~our~~the ~~net~~Company ~~loss~~received ~~was $197,746 comparing to~~ a ~~net~~renovation ~~loss~~subsidy of $2469,~~378~~646 ~~for~~in ~~the~~addition ~~three~~to ~~months~~interest ~~ended~~income, ~~September~~which ~~30,~~was ~~2023.~~recognized ~~The~~as ~~increase~~other ~~in net loss is mainly due to the increased operating expenses~~income.

~~Results~~For the three months ended December 31, 2024, our net loss was $129,154 comparing to a net loss of ~~Operation~~$97,090 for the ~~six~~three months ended ~~September 30~~December 31, ~~2024~~2023. ~~and~~The ~~2023~~increase in net loss is mainly due to the increased operating expenses.

	2024			2023			$ Changed			% Changed
Revenue		375,243			1,200			374,043			31170.25	%
Cost of revenues		14,538			-			14,538			100.00	%
Selling, general and administrative expenses		772,405			55,305			717,100			1296.63	%
Loss from operations		(411,701	)		(54,105	)		(357,596	)		660.93	%
Other income (loss)		47			-			47			100.00	%
Net loss		(411,654	)		(54,105	)		(357,549	)		660.84	%

Results of Operation for the nine months ended December 31, 2024 and 2023

During the six months ended September 30, 2024 and 2023, the Company generated revenue in the amount of $375,243 and $1,200, respectively. During the six months ended September 30, 2024 and 2023, the Company incurred operating expenses of $772,405 and $55,305, respectively. The increase in revenues and costs are related to the sales of health and beauty products which commenced since October 1, 2023. The Company also generated revenues in the amounts of $251,507 for its online platform technical operation support and maintenance services during the six months ended September 30, 2024.

	2024			2023			$ Changed			% Changed
Revenue		529,714			7,499			522,215			6963.80	%
Cost of revenues		19,698			760			18,938			2491.84	%
Selling, general and administrative expenses		1,120,531			157,938			962,593			604.48	%
Loss from operations		(610,515	)		(151,199	)		(459,316	)		303.78	%
Other income (loss)		69,707			3			69,704			2323466.67	%
Net loss		(540,808	)		(151,196	)		(389,612	)		257.69	%

During the nine months ended December 31, 2024, and 2023, the Company generated revenues of $529,714 and $7,499, respectively, and incurred operating expenses of $1,120,531 and $157,938, respectively. The increase in revenue and costs was primarily due to revenues generated from its online platform technical operation support and maintenance services, which was $529,714 for the nine months ended December 31, 2024, compared to $nil in same period in 2023. In contrast, revenue for the nine months ended December 31, 2023, was solely from health and beauty product sales and online advertising in the amount of $7,499.

For the ~~six~~nine months ended ~~September~~December 3031, 2024, ~~our~~the ~~net~~Company ~~loss~~received ~~was~~renovation ~~$411,654~~subsidy ~~comparing to a net loss~~ of $5469,~~105~~647, ~~for~~which ~~the~~was ~~six~~recognized ~~months~~as ~~ended~~other ~~September 30~~income, ~~2023.~~along with ~~The~~interest ~~increase in net loss is mainly due to the increased operating expenses~~income.

20For the nine months ended December 31, 2024, our net loss was $540,808 comparing to a net loss of $151,196 for the nine months ended December 31, 2023. The increase in net loss is mainly due to the increased operating expenses.

Equity and Capital Resources

As of ~~September~~December 3031, 2024, we had an accumulated deficit of $1,~~100~~230,~~957~~111; cash of $37202,~~403~~487; and a working capital ~~deficit~~ of $~~986~~293,~~427~~921, compared to accumulated deficit of $689,303; cash of $166,552 and a working capital deficit of $647,227 as of March 31, 2024.

The increase in the working capital ~~deficit~~ was primarily driven by athe ~~rise~~conversion of certain debts into long-term notes payable, along with increases in other receivables and current assets. Additionally, anthere ~~increase~~was a rise in ~~account~~ accounts receivable, ~~increased~~ advances to suppliers, ~~a increase in~~ accounts payable and accrued expenses, and ~~an increase in~~ other payables, which ~~affected~~impacted available cash.

The Company’s net loss was partially offset by non-cash expenses, including $71108,~~921~~180 in depreciation and $~~150~~256,~~385~~749 in amortization related to right-of-use (ROU) assets, mainly associated with leased office and retail spaces and leasehold improvements.

~~For~~During the ~~six~~nine months ended ~~September~~December 3031, 2024, and 2023, the Company purchased fixed assets ~~totalling~~totaling $44,~~820~~835 and $153,400, respectively. It also received advances of $~~138~~232,~~745~~488 and $369,075 from related parties for working capital., ~~These~~which ~~advances~~shareholders are ~~currently~~prepared ~~not~~to ~~due~~provide additional ~~for~~funding ~~repayment~~as needed. The Company also borrowed $416,777 and ~~the~~$423,333 ~~shareholders~~from ~~are~~unrelated ~~prepared~~third toparties ~~continue~~during ~~providing~~the nine months ended ~~funding~~December as31, ~~needed~~2024, and 2023, respectively. A total of $1,138,564 in debt was converted into long-term notes payable, representing a non-cash financing activity.

As of ~~September~~December 3031, 2024, we held approximately $37202,~~403~~487 in cash and cash equivalents ~~and did not have any outstanding bank loans~~. 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.

Going Concern Assessment

The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern. These adverse conditions are negative financial trends, specifically cash outflow from operating activities, operating losses, accumulated deficit and other adverse key financial ratios.

Management’s plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempts to consummate a business combination and to generate sufficient cash flow from its operations to meet its operating needs on a timely basis; as well as to obtain additional working capital funds as loans from the majority shareholder and the President of the Company.

2123

The unaudited condensed and consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The critical accounting policies are discussed in further detail in the notes to the unaudited financial statements appearing elsewhere in this 10-Q report. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company” we are not required to provide this information under this item pursuant to Regulation S-K.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order to allow timely consideration regarding required disclosures.

The evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Based on our management’s evaluation, our Chief Executive Officer, have concluded that as of such date, our disclosure controls were not, in design and operation, effective at a reasonable assurance level due to the material weaknesses in internal control over financial reporting. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

2224

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were material weakness in our internal controls over Financial reporting as of ~~September~~December 3031, 2024 and they were therefore not as effective as they could be to ~~ensure~~ ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The material weakness in our controls and procedure were lack of US GAAP knowledge and segregation duties. Management does not believe that any of these material weaknesses materially affected the results and accuracy of its financial statements. However, in view of this discovery of such weaknesses, management has begun a review to improve them.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended ~~September~~December 3031, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 1A. Risk Factors.

As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

2325

Item 6. Exhibits

Exhibit Number		Description of Exhibit
3.1*		Articles of Incorporation (filed as exhibit to the Form S-1 filed with the SEC on May 2, 2016)

3.2*		By-laws (filed as an Exhibit to Form S-1 filed with the SEC on May 2, 2016)

31.1**		Certification of Principal Executive Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**		Certification of Principal Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.

32.1**		Certification of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Incorporated by reference to the Company’s Registration Statement on Form S-1 as filed with the SEC on May 2, 2016.

** Filed herewith.

2426

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ANTIAGING QUANTUM LIVING INC
Date: November 14, 2024	/s/ Barry Wan
Date: February 19, 2025	/s/ Barry Wan
	Barry Wan, Chief Executive Officer
Date: November 14, 2024	/s/ Barry Wan
Date: February 19, 2025	/s/ Barry Wan
	Barry Wan, Chief Financial Officer

2527

Filing Compare · Antiaging Quantum Living Inc.