UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File No. 001-42140

Lakeside Holding Limited

(Exact name of registrant as specified in its charter)

Nevada		82-1978491
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1475 Thorndale Avenue, Suite A

Itasca, Illinois 60143

(Address of principal executive offices) (Zip Code)

(224) 446-9048

(Registrant’s telephone number, including area code)

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value US$0.0001 per share		LSH		The Nasdaq Stock Market LLC

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

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

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

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

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

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

As of the date of this report, the Registrant had 34,427,559 shares of common stock outstanding.

Lakeside Holding Limited

FORM 10-Q

For the Quarterly Period Ended March 31, 2026

INDEX

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and June 30, 2025	F-2
	Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three months and nine months ended March 31, 2026 and 2025 (unaudited)	F-3
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months and nine months ended March 31, 2026 and 2025 (unaudited)	F-4
	Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2026 and 2025 (unaudited)	F-5
	Notes to Condensed Consolidated Financial Statements (unaudited)	F-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Mine Safety Disclosures	15
Item 5.	Other Information	15
Item 6.	Exhibits	16
	Signatures	18

EXPLANATORY NOTE

As used in this Quarterly Report on Form 10-Q, unless otherwise indicated or the context otherwise requires, references to “Lakeside,” “the Company,” “we,” “us,” and “our” refer to Lakeside Holding Limited together with its consolidated subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain statements related to future results, or states our intentions, beliefs, and expectations or predictions for the future, all of which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent management’s expectations or forecasts of future events. Forward-looking statements are typically identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “project,” “intend,” “plan,” “probably,” “potential,” “looking forward,” “continue,” and other similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will,” and “would.” You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Forward-looking statements in this Form 10-Q may include, for example, statements concerning:

●

our future operating and financial performance, ability to generate positive cash flow and ability to achieve and sustain profitability;

●

our competitive position;

●

the sufficiency of our existing capital resources to fund our future operating expenses;

●

the timing of the introduction of new solutions and services;

●

the likelihood of success in and impact of litigation;

●

our protection or enforcement of our intellectual property rights;

●

our expectation with respect to securities, options and future markets and general economic conditions;

●

our ability to keep up with rapid technological change;

●

the impact of future legislation and regulatory changes on our business; and

●

our anticipated use of proceeds from our initial public offering.

Any or all of our forward-looking statements may turn out to be inaccurate, and there are no guarantees about our performance. The factors identified above are not exhaustive. We operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, readers should not place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We are under no (and expressly disclaim any) obligation to update or alter any forward-looking statement that we may make from time to time, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

LAKESIDE HOLDING LIMITED

INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and June 30, 2025	F-2
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three months and nine months ended March 31, 2026 and 2025 (unaudited)	F-3
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months and nine months ended March 31, 2026 and 2025 (unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2026 and 2025 (unaudited)	F-5
Notes to Condensed Consolidated Financial Statements (unaudited)	F-6 – F-46

F-1

LAKESIDE HOLDING LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2026 (UNAUDITED) AND JUNE 30, 2025

	As of March 31, 2026 (unaudited)			As of June 30, 2025
ASSETS
CURRENT ASSETS
Cash	$	1,300,306		$	4,814,872
Accounts receivable – third parties, net of credit loss allowance of $171,180 and $33,039		1,853,623			1,406,920
Note receivable		-			65,152
Prepayment, deposit and other receivable		5,414,243			221,993
Inventories, net		22,024			96,534
Right of return asset		126,272			141,687
Loan receivable from a third party, net of credit loss allowance of $350,000 and nil		8,329,194			11,380
Current assets from discontinued operation		-			3,520,388
Total current assets		17,045,662			10,278,926

NON-CURRENT ASSETS
Property and equipment at cost, net of accumulated depreciation		201,883			160,602
Intangible assets, net		301,328			365,440
Right of use operating lease assets, net		197,384			271,273
Deposit		34,394			38,934
Non-current assets from discontinued operation		-			3,290,286
Total non-current assets		734,989			4,126,535
TOTAL ASSETS	$	17,780,651		$	14,405,461

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payables	$	980,149		$	1,018,228
Accrued liabilities and other payables		2,000,467			1,161,864
Current portion of obligations under operating leases		78,945			108,817
Loans payable, current		184,609			262,870
Contract liabilities		3,847			15,355
Tax payable		418,328			233,078
Convertible debts - current		85,085			910,675
Refund liabilities		239,439			77,235
Current liabilities from discontinued operation		-			5,877,931
Total current liabilities		3,990,869			9,666,053

NON-CURRENT LIABILITIES
Loans payable, non-current		49,094			-
Deferred tax liabilities		4,245			83,100
Obligations under operating leases, non-current		124,480			150,823
Non-current liabilities from discontinued operation		-			1,659,800
Total non-current liabilities		177,819			1,893,723
TOTAL LIABILITIES		4,168,688			11,559,776

Commitments and Contingencies

EQUITY
Common stocks, $0.0001 par value, 200,000,000 shares authorized, 34,427,559 and 10,500,000 issued and outstanding as of March 31, 2026 and June 30, 2025, respectively		3,443			1,050
Subscription receivable		(1,427,769	)		-
Additional paid-in capital		22,681,315			8,084,275
Statutory reserve		88,662			63,416
Deficits		(8,139,106	)		(5,315,371	)
Accumulated other comprehensive income		405,418			12,315
Total equity		13,611,963			2,845,685

TOTAL LIABILITIES AND EQUITY	$	17,780,651		$	14,405,461

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

F-2

LAKESIDE HOLDING LIMITED
CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

AND COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2026 AND 2025(UNAUDITED)

	Nine Months Ended March 31,						Three Months Ended March 31,
	2026			2025			2026			2025
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenue	$	5,108,387		$	715,362		$	1,327,733		$	497,276
Cost of revenue		2,333,460			240,966			348,194			119,175
Gross profit		2,774,927			474,396			979,539			378,101

Operating expenses:
Selling expenses		1,804,797			158,117			711,553			103,629
General and administrative expenses		3,883,166			1,803,479			1,697,915			603,979
Provision of allowance for expected credit loss on accounts receivable		133,772			-			84,261			-
Provision of allowance for expected credit loss on loan receivable		350,000			-			62,000			-
Total operating expenses		6,171,735			1,961,596			2,555,729			707,608

Loss from operations		(3,396,808	)		(1,487,200	)		(1,576,190	)		(329,507	)

Other income (expense)
Other income, net		203,918			16,733			103,705			11,682
Interest expense		(149,355	)		(40,541	)		(26,733	)		(40,541	)
Total other income (expense)		54,563			(23,808	)		76,972			(28,859	)

Loss before income taxes		(3,342,245	)		(1,511,008	)		(1,499,218	)		(358,366	)
Income tax expense		110,632			18,594			29,593			18,594
Net loss from continuing operations		(3,452,877	)		(1,529,602	)		(1,528,811	)		(376,960	)

Income (loss) from discontinued operation, net of tax provision:
Loss from discontinued operation before the sale of ABL Chicago		(1,901,927	)		(2,823,421	)		(885,096	)		(693,836	)
Gain on sale of ABL Chicago		2,556,315			-			2,556,315			-
Net income (loss) from discontinued operation		654,388			(2,823,421	)		1,671,219			(693,836	)

NET (LOSS) INCOME		(2,798,489	)		(4,353,023	)		142,408			(1,070,796	)

Other comprehensive income (loss):
Foreign currency translation income (loss)		393,103			(8,603	)		188,125			3,583
Comprehensive income (loss) attributable to the Company	$	(2,405,386	)	$	(4,361,626	)	$	330,533		$	(1,067,213	)

Basic and Diluted Net Income (Loss) per Common Share
Continuing operations	$	(0.15	)	$	(0.20	)	$	(0.04	)	$	(0.05	)
Discontinued operations, net of tax	$	0.03		$	(0.38	)	$	0.05		$	(0.09	)

Weighted Average Shares Outstanding – basic and diluted		22,826,266			7,500,000			34,427,559			7,500,000

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

F-3

LAKESIDE HOLDING LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2026 AND 2025

(UNAUDITED)

	For The Three Months Ended March 31, 2025
	Common Shares		Amount		Additional Paid in Capital		Statutory Reserves		Deficits			Accumulated Other Comprehensive Income (Loss)			Total
Balance at December 31, 2024 (unaudited)		7,500,000	$	750	$	4,942,791	$	—	$	(3,288,046	)	$	(9,214	)	$	1,646,281
Net loss		—		—		—		—		(1,070,796	)		—			(1,070,796	)
Statutory reserve		—		—		—		7,014		(7,014	)		—			—
Foreign currency translation adjustment		—		—		—		—		—			3,583			3,583
Issuance of convertible note		—		—		170,720		—		—			—			170,720
Balance at March 31, 2025 (unaudited)		7,500,000	$	750	$	5,113,511	$	7,014	$	(4,365,856	)	$	(5,631	)	$	749,788

For The Nine Months Ended March 31, 2025

Common
Shares

Amount

Subscription
Receivable

Additional
Paid in
Capital

SEC Form 10-Q filed by Lakeside Holding Limited