Marwynn Holdings, Inc 10-K for FY2026

Marwynn Holdings, Inc. (MWYN)

10-K 2026-07-30 For: 2026-04-30

Added on July 30, 2026

About this 10-K

Marwynn Holdings, Inc filed this 10-K on July 30, 2026, covering the fiscal year ended April 30, 2026 (FY2026).

Headline figures

Fiscal year ended April 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $4.24M; up 427.5% from $804.33K a year earlier
Net loss: $3.92M; compared with a net loss of $4.4M a year earlier
Diluted EPS: -$0.21; compared with -$0.29 a year earlier

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Nevada		99-1867981
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2955 Main Street, Ste 100A Irvine, CA		92614
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		MWYN		The Nasdaq Stock Market LLC

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

		Page
	PART I	1
Item 1	Business	1
Item 1A	Risk Factors	8
Item 1B	Unresolved Staff Comments	32
Item 1C	Cybersecurity	32
Item 2	Properties	34
Item 3	Legal Proceedings	34
Item 4	Mine Safety Disclosures	34

	PART II	35

Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	35
Item 6	[Reserved]	35
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	48
Item 8	Consolidated Financial Statements and Supplementary Data	48
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	48
Item 9A	Controls and Procedures	48
Item 9B	Other Information	49
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	49

	PART III	50

Item 10	Directors, Executive Officers and Corporate Governance	50
Item 11	Executive Compensation	56
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	60
Item 13	Certain Relationships and Related Transactions and Director Independence	63
Item 14	Principal Accountant Fees and Services	65

	PART IV

Item 15	Exhibits and Financial Statement Schedules	66
Item 16	Form 10-K Summary	68

	●	Direct physical sorting, dismantling, and mechanical shredding of end-of-life electronics and batteries.

	●	High-purity chemical and mechanical separation to extract commodity-grade battery feedstock.

	●	Upstream aggregation and multi-jurisdictional sourcing of enterprise IT assets and distributors.

	●	Comprehensive hazardous materials regulatory compliance, logistics tracking, and cross-border environmental documentation management.

Facility		Address		Space (square feet)				Expiration Date
Headquarter and principal executive offices		2955 Main Street, Ste 100A, Irvine, CA 92614			2,799			March 15^th2027

	For the years ended April 30,
	2026					2025					Variance
	USD		Percent			USD		Percent			Amount			Percent
Sale of Food and Beverage	$	570,368		13.44	%	$	624,846		77.68	%	$	(54,478	)		(8.72	)%
Consulting Services		672,498		15.85	%		179,487		22.32	%		493,011			274.68	%
Sale of Recyclable E-waste Materials		3,000,000		70.71	%		-		-	%		3,000,000			100.00	%
Total Revenues	$	4,242,866		100.00	%	$	804,333		100.00	%	$	3,438,533			427.50	%

	For the years ended April 30,
	2026			% of Revenues			2025			% of Revenues			Dollar Increase (Decrease)			Percent Increase (Decrease)
Revenues, net	$	4,242,866			100.00	%	$	804,333			100.00	%	$	3,438,533			427.50	%
Cost of revenues		(3,592,391	)		(84.67	)%		(428,578	)		(53.28	)%		(3,163,813	)		738.21	%
Gross profit		650,475			15.33	%		375,755			46.72	%		274,720			73.11	%
Selling expenses		(1,251,738	)		(29.50	)%		(1,392,569	)		(173.13	)%		140,831			(10.11	)%
General and administrative expenses		(2,678,602	)		(63.13	)%		(3,337,421	)		(414.93	)%		658,819			(19.74	)%
Total operating expenses		(3,930,340	)		(92.63	)%		(4,729,990	)		(588.06	)%		799,650			(16.91	)%
Loss from operations		(3,279,865	)		(77.30	)%		(4,354,235	)		(541.35	)%		1,074,370			(24.67	)%
Total other income (expense), net		50,386			1.19	%		(5,096	)		(0.63	)%		55,482			(1,088.74	)%
Loss before income tax provision		(3,229,479	)		(76.12	)%		(4,359,331	)		(541.98	)%		1,129,852			(25.92	)%
Income tax provision		(43,807	)		(1.03	)%		(6,173	)		(0.77	)%		(37,634	)		609.65	%
Net loss from continuing operations		(3,273,286	)		(77.15	)%		(4,365,504	)		(542.75	)%		1,092,218			(25.02	)%
Net loss from discontinued operations, net of tax		(646,656	)		(15.24	)%		(32,973	)		(4.10	)%		(613,683	)		1,861.17	%
Net loss	$	(3,919,942	)		(92.39	)%	$	(4,398,477	)		(546.85	)%	$	478,535			(10.88	)%

	For the years ended April 30,
	2026			2025
Sale of Food and Beverage		3.31	%		46.72	%
Consulting Services		80.92	%		46.72	%
Sale of Recyclable E-waste Materials		2.91	%		-	%

	Years Ended April 30
	2026			2025
Net cash used in operating activities for continuing operations	$	(1,745,973	)	$	(6,443,160	)
Net cash provided by operating activities for discontinued operations		198,788			1,170,926
Net cash used in operating activities		(1,547,185	)		(5,272,234	)
Net cash used in investing activities for continuing operations		(580,000	)		(13,080	)
Net cash used in investing activities for discontinued operations		(207,224	)		(56,772	)
Net cash used in investing activities		(787,224	)		(69,852	)
Net cash provided by financing activities for continuing operations		1,607,213			6,264,359
Net cash used in financing activities for discontinued operations		(382,428	)		(1,025,179	)
Net cash provided by financing activities		1,224,785			5,239,180
Decrease in cash		(1,109,624	)		(102,906	)
Cash, beginning of the period		1,261,874			1,364,780
Cash, end of the period	$	152,250		$	1,261,874

Name	Age	Position
Executive Officers
Yin Yan⁽²⁾⁽³⁾	50	Chairperson of the Board, Chief Executive Officer and President
Shengnan Xu⁽³⁾	38	Director, Chief Financial Officer and Secretary
Tuan Tran	52	Chief Operating Officer

Board of Directors (Non-Employee)
Eric Newlan⁽¹⁾	64	Independent Director
Dandan Wang^(1)(2)(3)	56	Independent Director
Dvisha Patel⁽¹⁾⁽²⁾	33	Independent Director

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Stocks Award ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Yin Yan*		2025		120,000		—		—		—		—		120,000
Chairperson, Chief Executive Officer and President		2026		120,000				—		—		—		120,000
Shengnan Xu		2025		—		—		—		—		—		—
Director, Chief Financial Officer and Secretary		2026		101,000		—		—		—		—		101,000
Zhifen Zhou**		2025		101,000		--		--		--		--		101,000
Former Director, Chief Financial Officer and Secretary		2026		—		--		--		--		--		—
Tuan Tran*		2025		100,000		—		—		—		—		100,000
Chief Operating Officer		2026		63,269.26		—		—		—		—		63,269.26

*	Paid by FuAn.
**	Paid by Grand Forest. Zhifen Zhou resigned as our director, chief financial officer and secretary on September 16, 2025.

Name and Address of Beneficial Owner⁽¹⁾	Number of Shares of Common Stock			% of Common Stock			Number of Shares of Preferred Stock		% of Preferred Stock			% of Total Voting Power
Officers and Directors
Yin Yan (Chairperson, Chief Executive Officer, and President)		5,993,255			29.68	%		135,000		100	%		90.85	%
Shengnan Xu (Director, Chief Financial Officer and Secretary)		—	⁽²⁾		—	%		—		—			—	%
Eric Newlan (Director)		20,667	⁽³⁾		0.10	%		—		—			0.01	%
Dandan Wang (Director)		20,667	⁽³⁾		0.10	%		—		—			0.01	%
Dvisha Patel (Director)		20,667	⁽³⁾		0.10	%		—		—			0.01	%
All directors and executive officers as a group (5 individuals)		6,055,256			29.98	%		135,000		100	%		90.85	%

Five Percent Stockholders
Yin Yan (Chairperson, Chief Executive Officer, and President)		5,993,255			29.68	%		135,000		100	%		90.85	%

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(A))
Equity compensation plans approved by security holders (1)		93,000	⁽¹⁾	$	1.61		-	⁽²⁾
Equity compensation plans not approved by security holders		-			-		-
Total		-			-		-

Name of Related Party	Nature	Relationship	As of April 30, 2026		As of April 30, 2025		As of April 30, 2024		As of April 30, 2023
Sen Zhong	Other receivable	Spouse of Zhifen Zhou and stockholder of Marwynn	$	—	$	—	$	—	$	—
Yin Yan	Other payable	Chairperson, chief executive officer, president, stockholder of Marwynn, and spouse of Fulai Wang		—		—		500		—
Fulai Wan	Promissory Note	Spouse of Yin Yan and stockholder of Marwynn		—		40,000		250,000		550,000
Zhifen Zhou	Other payable	Prior director, chief financial officer, secretary, and spouse of Sen Zhong		—		—		273		18,847
Sen Zhong	Promissory Note	Spouse of Zhifen Zhou and stockholder of Marwynn		—		396,417		572,481		130,900
Hong Le Liang	Promissory Note	Chief executive officer of Grand Forest and stockholder of Marwynn		—		247,245		292,825		422,825
American Chef Kitchen LLC	Other payable	An entity controlled by Zhifen Zhou		—		—		—		200,000
H&S Construction	Promissory Note	An entity controlled by Hong Le Liang		—		—		103,463		64,344
JaoFong Inc.	Other payable	An entity controlled by Hong Le Liang		—		—		—		1,298,984
Total			$	—	$	683,662	$	1,219,542	$	2,685,900

	Fiscal Year Ended April 30,
	2026		2025
Audit Fees(1)	$	180,000	$	170,000
Audit-Related Fees(2)		-		-
Tax Fees(3)		-		-
All Other Fees(4)		-		-
Total Fees	$	180,000	$	170,000

		Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 6907)		F-2

Report of Independent Registered Public Accounting Firm (PCAOB ID: 7154)		F-3

Consolidated Balance Sheets as of April 30, 2026 and 2025		F-4

Consolidated Statements of Operations for the Years Ended April 30, 2026 and 2025		F-5

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended April 30, 2026 and 2025		F-6

Consolidated Statements of Cash Flows for the Years Ended April 30, 2026 and 2025		F-7

Notes to the Consolidated Financial Statements		F-8

Exhibit No.		Description
2.1		Securities Purchase Agreement Entered into Between the Company and Reli Home Décor Inc., Dated October 27, 2025 (Incorporated herein by reference to Exhibit 2.1 to the Issuer’s current report on Form 8-K, filed with the SEC on October 28, 2025)
3.1		Amended and Restated Articles of Incorporation (Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025)
3.2		Amended and Restated Bylaws (Incorporated herein by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on February 18, 2025)
3.3		Second Amended and Restated Articles of Incorporation (Incorporated herein by reference to Exhibit 3.1 to the Issuer’s current report on Form 8-K, filed with the SEC on December 23, 2025)
4.1		Specimen Stock Certificate Evidencing the Shares of Common Stock (Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025)
4.2		Form of The Representative’s Warrant Agreement (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 14, 2025)
4(vi)		Description of Securities (Incorporated herein by reference to Exhibit 4(vi) to the Issuer’s annual report on Form 10-K, filed with the SEC on August 8, 2025)
10.1		Form of Independent Director Agreement (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025)
10.2†		Form of Indemnification Agreement (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025)
10.3		Form of Lock-Up Agreement (Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025)
10.4†		2024 Amended and Restated Equity Incentive Plan (Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025)
10.5		Form of Nonqualified Stock Option Agreement (Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025)
10.6		Unsecured Promissory Note Between H&S Construction and Grand Forest Cabinetry, Inc in the Amount of $103,463 (Incorporated herein by reference to Exhibit 10.6 to the Registrant’s Registration Statement, as amended, on Form S-1 filed with the SEC on February 18, 2025)
10.7		Unsecured Promissory Note Between Fulai Wang and Grand Forest Cabinetry, Inc in the Amount of $250,000 (Incorporated herein by reference to Exhibit 10.7 to the Registrant’s Registration Statement, as amended, on Form S-1 filed with the SEC on February 18, 2025)
10.8		Unsecured Promissory Note Between Sen Zhong and Grand Forest Cabinetry, Inc in the Amount of $572,481 (Incorporated herein by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025)
10.9		Unsecured Promissory Note Between Hong Le Liang and Grand Forest Cabinetry, Inc in the Amount of $292,825 (Incorporated herein by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025)
10.10		Lease Agreement between Stevens Creek Plaza, LLC and KZS Kitchen Cabinet and Stone, Inc., dated June 25, 2019 and renewed on January 22, 2025 (Incorporated herein by reference to Exhibit 10.10 to the Issuer’s annual report on Form 10-K, filed with the SEC on August 8, 2025)

10.11		Lease Agreement between Dzyne Technologies LLC and FuAn Enterprise, Inc., dated January 19, 2024 (Incorporated herein by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025)
10.12		Lease Agreement between Prologis Targeted U.S. Logistics Fund, L.P. and KZS Kitchen Cabinet and Stone, Inc., dated March 20, 2023 (Incorporated herein by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025)
10.13		Form of Subscription Agreement dated April 24, 2024 (Incorporated herein by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025)
10.14		Form of Stock Purchase Agreement (Incorporated herein by reference to Exhibit 10.1 to the Issuer’s current report on Form 8-K, filed with the SEC on October 29, 2025)
14.1		Code of Business Conduct and Ethics (Incorporated herein by reference to Exhibit 14.1 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025)
19.1		Insider Trading Compliance Program and Insider Trading Policy (Incorporated herein by reference to Exhibit 19.1 to the Issuer’s annual report on Form 10-K, filed with the SEC on August 8, 2025)
21.1		List of Subsidiaries (Incorporated herein by reference to Exhibit 21.1 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025)
23.1		Consent of Golden Eagle CPAs LLC, Independent Registered Public Accounting Firm
23.2		Consent of Enrome LLP, Independent Registered Public Accounting Firm
31.1		Section 302 Certification – Chief Executive Officer
31.2		Section 302 Certification – Chief Financial Officer
32.1*		Section 906 Certification – Chief Executive Officer
32.2*		Section 906 Certification – Chief Financial Officer
97.1		Clawback Policy (Incorporated herein by reference to Exhibit 99.4 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025)
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 (formatted as Inline XBRL and contained in Exhibit 101).

	MARWYNN HOLDINGS, INC.

July 30, 2026	By:	/s/ Yin Yan
	Name:	Yin Yan
	Title:	Chief Executive Officer

Name	Title	Date

/s/ Yin Yan	Chairman and Chief Executive Officer and	July 30, 2026
Yin Yan	Director (Principal Executive Officer)

/s/ Shengnan Xu	Chief Financial Officer and Director	July 30, 2026
Shengnan Xu	(Principal Financial and Accounting Officer)

/s/ Eric Newlan	Director	July 30, 2026
Eric Newlan

/s/ Dandan Wang	Director	July 30, 2026
Dandan Wang

/s/ Dvisha Patel	Director	July 30, 2026
Dvisha Patel

	April 30, 2026			April 30, 2025

ASSETS

Current Assets
Cash and cash equivalents	$	152,250		$	871,009
Accounts receivable, net		764,562			194,999
Due from related party		-			193,853
Note receivables		830,000			-
Prepaid expenses and other current assets		1,133,125			2,812,675
Total Current Assets		2,879,937			4,072,536

Non-Current Assets
Property and equipment, net		3,298			17,694
Intangible assets, net		127,083			177,083
Operating lease right-of-use assets, net		-			44,596
Deferred tax assets		-			2,227
Total Non-Current Assets		130,381			241,600

ASSETS FROM DISCONTINUED OPERATIONS		-			10,622,939

TOTAL ASSETS	$	3,010,318		$	14,937,075

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts payable	$	-		$	9,682
Accrued expenses and other current liabilities		210,425			6,080
Operating lease liabilities – current		-			45,677
Income tax payable		217,545			177,592
Total Current Liabilities		427,970			239,031

LIABILITIES FROM DISCONTINUED OPERATIONS		-			9,726,281

Total Liabilities		427,970			9,965,312

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.001, 5,000,000 shares authorized; 135,000 shares Series A Super Voting Preferred Stock designated, issued and outstanding at April 30, 2026 and 2025		135			135
Common stock, par value $0.001, 45,000,000 shares authorized; 20,194,804 shares and 17,054,004 shares issued and outstanding at April 30, 2026 and 2025, respectively		20,195			17,054
Additional Paid-in Capital		10,459,020			8,931,634
Accumulated deficit		(7,897,002	)		(3,977,060	)
Total Stockholders’ Equity		2,582,348			4,971,763

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,010,318		$	14,937,075

	For the Years end ended April 30,
	2026			2025

Revenue, net	$	4,242,866		$	804,333
Cost of revenue		(3,592,391	)		(428,578	)
Gross profit		650,475			375,755

Operating expenses
Selling expenses		(1,251,738	)		(1,392,569	)
General & administrative expenses		(2,678,602	)		(3,337,421	)

Total operating expenses		(3,930,340	)		(4,729,990	)

Loss from operations		(3,279,865	)		(4,354,235	)

Other income (expenses)
Other expenses		(4,504	)		(3,806	)
Interest income (expense)		54,890			(1,290	)
Total other income (expenses), net		50,386			(5,096	)

Loss before income tax		(3,229,479	)		(4,359,331	)

Income tax provision		(43,807	)		(6,173	)

Net loss from continuing operations		(3,273,286	)		(4,365,504	)
Net loss from discontinued operations		(646,656	)		(32,973	)

Net loss	$	(3,919,942	)	$	(4,398,477	)

Net loss per common stock
Basic and diluted*	$	(0.21	)	$	(0.29	)
Weighted average number of common shares outstanding
Basic and Diluted**		18,645,916			15,284,826

									Additional		Retained earnings			Total
	Preferred shares				Common shares				paid-in		(accumulated			stockholders’
	Shares		Amount		Shares		Amount		capital		deficit)			equity
Balance as of April 30, 2024 *		135,000	$	135		15,004,004	$	15,004	$	2,384,891	$	421,417		$	2,821,447

Net loss		-		-		-		-		-		(4,398,477	)		(4,398,477	)

Share-based compensation expense		-		-		-		-		90,080		-			90,080

Issuance of common stock		-		-		2,050,000		2,050		6,456,663					6,458,713

Balance as of April 30, 2025		135,000		135		17,054,004		17,054		8,931,634		(3,977,060	)		4,971,763

Net loss		-		-		-		-		-		(3,919,942	)		(3,919,942	)

Stock-based compensation		-		-		-		-		117,167		-			117,167

Issuance of common stock		-		-		3,140,800		3,141		1,410,219		-			1,413,360

Balance as of April 30, 2026		135,000		135		20,194,804		20,195		10,459,020		(7,897,002	)		2,582,348

		Estimated Useful Life
Furniture and fixtures		3 – 7 years
Office equipment		3 – 5 years

	For the years ended April 30
	2026		2025

Revenue from food and beverage sales	$	570,368	$	624,846
Revenue from consulting services		672,498		179,487
Revenue from recyclable e-waste materials sales		3,000,000		-
Total revenues	$	4,242,866	$	804,333

	For the year ended April 30, 2026
	Sale of food and beverage			Consulting services			Sale of e-waste materials			Total
Sales	$	570,368		$	672,498		$	3,000,000		$	4,242,866
Cost of sales		551,482			128,288			2,912,621			3,592,391
Operating expenses		528,355			622,963			2,779,022			3,930,340
Loss from operations		(509,469	)		(78,753	)		(2,691,643	)		(3,279,865	)
Other income (expense), net		23,123			27,263			-			50,386
Income tax provision		(9,686	)		(11,421	)		(22,700	)		(43,807	)
Net loss	$	(496,032	)	$	(62,911	)	$	(2,714,343	)	$	(3,273,286	)

Capital expenditure	$	-		$	-		$	-		$	-
Total reportable assets		404,677			477,138			2,128,503			3,010,318

	For the year ended April 30, 2025
	Sale of food and beverage			Consulting services			Total
Sales	$	624,846		$	179,487		$	804,333
Cost of sales		332,941			95,637			428,578
Operating expense		3,674,492			1,055,498			4,729,990
Loss from operations		(3,382,587	)		(971,648	)		(4,354,235	)
Other expense, net		(3,959	)		(1,137	)		(5,096	)
Income tax provision		(4,795	)		(1,378	)		(6,173	)
Net loss	$	(3,391,341	)	$	(974,163	)	$	(4,365,504	)

Capital expenditure	$	-		$	-		$	-
Total reportable assets	$	3,351,436		$	962,700		$	4,314,136

	As of December 22, 2025 (unaudited)		As of April 30, 2025 (unaudited)
ASSETS
Cash and Cash Equivalents	$	195,324	$	390,865
Account receivables, net		858,242		873,431
Inventories, net		5,332,898		4,784,269
Prepaid expenses and other current assets		295,338		263,887
Total current assets		6,681,802		6,312,452

Deferred tax assets, net		249,769		249,769
Property and equipment, net		164,379		252,809
Operating lease right-of-use assets, net		2,841,442		3,753,656
Finance lease right-of-use assets, net		41,768		54,253
Total non-current assets		3,297,358		4,310,487

TOTAL ASSETS	$	9,979,160	$	10,622,939

LIABILITIES
Short-term loan payable	$	100,000	$	100,000
Account Payable		5,213,167		3,875,088
Accrued expenses and other current liabilities		679,840		883,369
Operating lease liabilities – current		997,311		922,247
Financing lease liability – current		10,465		12,249
Income tax payable		74,751		50,019
Auto loan payable - current		9,581		12,547
Due to related parties		4,698		683,662
Total current liabilities		7,089,813		6,539,181

Operating lease liabilities – non-current		2,500,340		3,107,642
Finance lease liabilities – non-current		32,368		45,940
Auto loan payable – non-current		33,020		33,518
Total non-current liabilities		2,565,728		3,187,100

TOTAL LIABILITIES	$	9,655,541	$	9,726,281

	For the period from May 1, 2025 to December 22, 2025			For the year ended April 30, 2025
Revenue, net	$	6,702,808		$	10,301,027

Cost of revenue		(4,437,066	)		(5,973,905	)

Gross profit		2,265,742			4,327,122

Operating expenses:
Selling expenses		(544,246	)		(465,598	)
General & administrative expenses		(2,156,748	)		(3,872,822	)
Total operating expenses		(2,700,994	)		(4,338,420	)

Loss from operations		(435,252	)		(11,298	)

Other income (expenses):
Other income (expenses)		(1,770	)		1,128
Impairment loss		(413,512	)		-
Gain on disposal		226,381			-
Interest expense		(4,140	)		(31,906	)
Total other expenses, net		(193,040	)		(30,778	)

Loss before income tax expense		(628,293	)		(42,076	)

Income tax provision		(18,363	)		9,103

Net loss from discontinued operations, net of tax	$	(646,656	)	$	(32,973	)

	As of April 30, 2026		As of April 30, 2025
Accounts receivable, gross	$	812,497	$	194,999
Less: allowance for credit losses		47,935		-
Total accounts receivable, net	$	764,562	$	194,999

	2026		2025
Allowance for credit losses, beginning of the year	$	-	$	-
Add: credit losses during the year		47,935		-
Allowance for credit losses, end of the year	$	47,935	$	-

Accounts receivable by aging bucket	Balance as of April 30, 2026			Balance as of April 30, 2025
Less than six months	$	681,248		$	131,249
Seven to nine months		41,250			43,750
Ten to twelve months		89,999			20,000
Total gross accounts receivable		812,497			194,999
Allowance for doubtful accounts		(47,935	)		-
Total accounts receivable, net	$	764,562		$	194,999

	April 30, 2026		April 30, 2025
Advance to vendors⁽ⁱ⁾	$	599,800	$	185,218
Security deposits⁽ⁱⁱ⁾		3,000		12,072
Prepaid service fee⁽ⁱⁱⁱ⁾		476,000		2,615,385
Accrued interest receivable^(iv)		39,180		—
Others		15,145		—
Total	$	1,133,125	$	2,812,675