Marwynn Holdings, Inc.

Previous wording

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. As discussed in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations, intentions, or projections, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under Part II - Item 1A Risk Factors of this Report, in the “Risk Factors” section of our annual report on Form 10-K for the fiscal year ended April 30, 2025 and in the audited consolidated financial statements and notes included therein (collectively, the “2025 Annual Report”), as well as in our unaudited condensed consolidated financial statements and the related notes included in this Report. Pursuant to Instruction 2 to paragraph (b) of Item 303 of Regulation S-K promulgated by the SEC, in preparing this discussion and analysis, we have presumed that readers have access to and have read the disclosure under the same heading contained in the 2025 Annual Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Current wording

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. As discussed in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations, intentions, or projections, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under Part II - Item 1A Risk Factors of this Report, in the “Risk Factors” section of our annual report on Form 10-K for the fiscal year ended April 30, 2025 and in the audited consolidated financial statements and notes included therein (collectively, the “2025 Annual Report”), as well as in our unaudited condensed consolidated financial statements and the related notes included in this Report. Pursuant to Instruction 2 to paragraph (b) of Item 303 of Regulation S-K promulgated by the SEC, in preparing this discussion and analysis, we have presumed that readers have access to and have read the disclosure under the same heading contained in the 2025 Annual Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Previous wording

On November 19, the board of directors approved the formation of a wholly owned subsidiary to operate within the electronic waste supply chain business (“E-Waste Reverse Supply Chain Business”). The subsidiary, EcoLoopX Corporation, was incorporated in the state of California on November 25, 2025, and is intended to provide non-operational supply chain services. It will not engage in any physical processing, dismantling, recycling, or hazardous materials handling. Instead, its activities will be limited to coordination, sourcing, logistics management, documentation facilitation, vendor and partner engagement, and compliance support. The Company believes that concentrating its resources in the food and beverage and expanding into the e-waste reverse supply chain business sector will better align with its long-term growth objectives and enhance its ability to capture emerging market opportunities.

Current wording

On November 19, 2025, the board of directors approved the formation of a wholly owned subsidiary to operate within the electronic waste supply chain business (“E-Waste Reverse Supply Chain Business”). The subsidiary, EcoLoopX Corporation, was incorporated in the state of California on November 25, 2025, and provides non-operational supply chain services. It does not engage in any physical processing, dismantling, recycling, or hazardous materials handling. Instead, its activities are limited to coordination, sourcing, logistics management, documentation facilitation, vendor and partner engagement, and compliance support. The Company believes that concentrating its resources in the food and beverage and expanding into the e-waste reverse supply chain business sector will better align with its long-term growth objectives and enhance its ability to capture emerging market opportunities.

Previous wording

During the first quarter of 2025, the United States has introduced trade policy actions that have increased import tariffs across a wide range of countries at various rates, including on product imports from almost all countries and individualized higher tariffs on certain other countries, such as China. Some of these tariff announcements have since been followed by announcements of limited exemptions and temporary pauses. Our current business relies heavily on international supply chains and imported products. This dependence exposes us to risks associated with shifting global trade policies, tariffs, and geopolitical tensions, particularly in the Asia-Pacific region, and could negatively impact affect our business in multiple ways, including increased costs of our products. These tariffs have introduced additional volatility into our procurement and logistics operations and may increase our cost of goods sold.

Current wording

During 2025 and continuing into 2026, the United States has introduced trade policy actions that have increased import tariffs across a wide range of countries at various rates, including on product imports from almost all countries and individualized higher tariffs on certain other countries, such as China. Some of these tariff announcements have since been followed by announcements of limited exemptions and temporary pauses. In February 2026, the U.S. Supreme Court invalidated tariffs predicated on the International Emergency Economic Powers Act (IEEPA), ruling that such taxing authority rests with Congress. In response, the administration has transitioned to alternative statutory frameworks, such as Section 122, while continuing to maintain Section 232 and Section 301 duties. This shifting landscape remains characterized by a complex series of temporary surcharges, targeted exemptions, and ongoing litigation regarding importer refunds. Our current food and non-alcohol beverage business relies heavily on international supply chains and imported products. This dependence exposes us to risks associated with shifting global trade policies, tariffs, and geopolitical tensions, particularly in the Asia-Pacific region, and could negatively impact affect our business in multiple ways, including increased costs of our products. These tariffs have introduced additional volatility into our procurement and logistics operations and may increase our cost of goods sold.

Previous wording

For our food and non-alcoholic beverage supply chain business, we have temporarily paused certain imports from China and are actively pursuing alternative sourcing strategies, including domestic suppliers and international partners in lower-risk regions. In addition, trade-related disruptions—such as shipping delays, port congestion, or container shortages—can create further uncertainty and may require expedited shipping or last-minute procurement efforts at elevated cost. While these changes are intended to mitigate future exposure, they may result in near-term transitional costs, logistical inefficiencies, and supplier onboarding challenges. Diversifying our supply base can also increase production and transportation costs and introduce operational complexity. We are actively working with Costco and other retailers to introduce new products that are less sensitive to the tariff tensions between the U.S. and China. However, there can be no assurance that these efforts will be successful or that such measures will fully offset the challenges posed by current trade policies.

Current wording

For our food and non-alcoholic beverage supply chain business, we have temporarily paused certain imports from China and are actively pursuing alternative sourcing strategies, including domestic suppliers and international partners in lower-risk regions. While we have temporarily paused imports from China, future sourcing decisions may change depending on market conditions, supplier availability, and trade policies. In addition, trade-related disruptions—such as shipping delays, port congestion, or container shortages—can create further uncertainty and may require expedited shipping or last-minute procurement efforts at elevated cost. While these changes are intended to mitigate future exposure, they may result in near-term transitional costs, logistical inefficiencies, and supplier onboarding challenges. Diversifying our supply base can also increase production and transportation costs and introduce operational complexity. During the quarter ended January 31, 2026, we had two primary vendors located in Taiwan and New Zealand. As we continue to expand our business operations and develop relationships with new suppliers and retail partners, we may encounter additional risks associated with supplier reliability, product quality control, logistics coordination, and regulatory compliance across multiple jurisdictions. Our expansion efforts may also require increased working capital, new operational infrastructure, and additional personnel, which could increase our operating expenses. We are actively working with Costco and other retailers to introduce new products that are less sensitive to the tariff tensions between the U.S. and China. However, there can be no assurance that these efforts will be successful or that such measures will fully offset the challenges posed by current trade policies.

Previous wording

We are closely monitoring the fluid nature of proposed tariffs and any impact they may have on our operations and will continue to monitor macroeconomic conditions and evaluate the financial and operational impact of ongoing trade policy shifts. These risks could intensify depending on future developments and we are actively incorporating these considerations into our future operation planning, including assessing pricing actions, cost-control measures, and long-term sourcing strategies.

Current wording

We continue monitoring the fluid nature of proposed tariffs and any impact they may have on our operations and will continue to monitor macroeconomic conditions and evaluate the financial and operational impact of ongoing trade policy shifts. These risks could intensify depending on future developments and we are actively incorporating these considerations into our future operation planning, including assessing pricing actions, cost-control measures, and long-term sourcing strategies.

Previous wording

Current uncertainties about increases in tariffs of imported products from countries may have an adverse effect on our operations. In April 2025, the U.S. government increased import tariffs across a wide range of countries at various rates, including on product imports from almost all countries and individualized higher tariffs on certain countries. Based on the tariffs enacted and currently in effect, we anticipate incurring incremental tariff costs, additional costs that we may incur on products shipped to our customers, and costs as a result of pauses on certain of our product imports, in particular products from China. We expect to offset the impact of the enacted tariffs on our revenues with supply chain adjustments, sources of supply or manufacturing locations, and additional cost savings actions. For our food and non-alcoholic beverage supply chain business, we have temporarily paused certain imports from China and are actively pursuing alternative sourcing strategies, including domestic suppliers and international partners in lower-risk regions. We are actively working with Costco and our other customers to introduce new products that are less sensitive to the tariff tensions between the U.S. and China. However, if other additional tariffs are adopted, we would incur additional tariff costs that could be material. We are actively evaluating the potential impacts of these proposed tariffs, as well as our ability to mitigate their related impacts, this may affect our revenue and cost of revenues.

Current wording

Current uncertainties about increases in tariffs of imported products from countries may have an adverse effect on our operations. Throughout 2025 and into early 2026, the United States implemented expansive trade policy actions, significantly increasing import tariffs on a global scale. In February 2026, the U.S. Supreme Court invalidated tariffs predicated on the International Emergency Economic Powers Act (IEEPA), ruling that such taxing authority rests with Congress. In response, the administration has transitioned to alternative statutory frameworks, such as Section 122, while continuing to maintain Section 232 and Section 301 duties. Based on the tariffs enacted and currently in effect, we anticipate incurring incremental tariff costs, additional costs that we may incur on products shipped to our customers, and costs as a result of pauses on certain of our product imports, in particular products from China. We expect to offset the impact of the enacted tariffs on our revenues with supply chain adjustments, sources of supply or manufacturing locations, and additional cost savings actions. For our food and non-alcoholic beverage supply chain business, we have temporarily paused certain imports from China and are actively pursuing alternative sourcing strategies, including domestic suppliers and international partners in lower-risk regions. We are actively working with Costco and our other customers to introduce new products that are less sensitive to the tariff tensions between the U.S. and China. During the quarter ended January 31, 2026, we had two new food-supply vendors from Taiwan and New Zealand. However, if other additional tariffs are adopted, we would incur additional tariff costs that could be material. We are actively evaluating the potential impacts of these proposed tariffs, as well as our ability to mitigate their related impacts, this may affect our revenue and cost of revenues.

Previous wording

We derive our revenues from (i) sale of food and beverage, and (ii)** **consulting services. The following table presents our revenues by product and service types and as percentage of our total revenues for the periods presented.

Current wording

We derive our revenues from (i) sale of food and beverage, (ii)** **consulting services, and (iii) sale of recyclable e-waste materials. The following table presents our revenues by product and service types and as percentage of our total revenues for the periods presented.

Previous wording

There was no revenue from sales of food and beverage accounted for the three months ended October 31, 2025 and 2024, respectively. We are actively seeking new retailers and working with them to introduce new products that are less sensitive to the tariff tensions between the U.S. and China.

Current wording

There were $340,192 and $579,960 from sales of food and beverage accounted for the three months ended January 31, 2026 and 2025, respectively. We are actively seeking new retailers and working with them to introduce new products that are less sensitive to the tariff tensions between the U.S. and China.

Previous wording

Revenue from consulting services accounted for 100% and 100% of total revenues for the three months ended October 31, 2025 and 2024, respectively. Revenue from consulting services remained relatively consistent for the three months ended October 31, 2025 compared to the three months ended October 31, 2024. We started our consulting services business in March 2024 through providing supply chain and brand management services proposals and solutions to customers to help them optimize their inventory management and product distribution strategy, to reduce delivery times, shipping costs and diversify distribution channels.

Current wording

There were $43,749 and $43,749 from consulting services accounted for 3.16% and 7.01% of total revenues for the three months ended January 31, 2026 and 2025, respectively. Revenue from consulting services remained relatively consistent for the three months ended January 31, 2026 compared to the three months ended January 31, 2025. We started our consulting services business in March 2024 through providing supply chain and brand management services proposals and solutions to customers to help them optimize their inventory management and product distribution strategy, to reduce delivery times, shipping costs and diversify distribution channels.

Previous wording

We incur our costs from (i) sale of food and beverage, and (ii) consulting services.

Current wording

We incur our costs from (i) sale of food and beverage, (ii) consulting services, and (iii) sale of recyclable e-waste materials.

Previous wording

Cost of revenues from sale of food and beverage was nil for the three months ended October 31, 2025 and 2024, as there were no sales for food and beverage. Our cost of revenues from sale of food and beverage primarily includes inventory costs, storage and freight costs.

Current wording

Cost of revenues from sale of food and beverage was $270,666 and $328,182 for the three months ended January 31, 2026 and 2025, respectively. Our cost of revenues from sale of food and beverage primarily includes inventory costs, storage and freight costs.

Previous wording

Cost of revenues associated with our consulting services was immaterial and primarily consisted of labor costs.

Current wording

Cost of revenue from consulting service was $58,746 and $50,900 for the three months ended January 31, 2026 and 2025, respectively. Cost of revenues associated with our consulting services was immaterial and primarily consisted of labor costs.

Previous wording

The following table summarizes our consolidated results of operations and as percentage of our total revenues for the period presented.

Current wording

The following table summarizes our unaudited condensed consolidated results of operations and as percentage of our total revenues for the period presented.

Previous wording

Our selling expenses were $37,800 for the three months ended October 31, 2025, as compared to $25,000 for the three months ended October 31, 2024, representing an increase of $12,800, or 51.20%. The increase in the selling expenses was mainly due to (1) increased payroll expenses of $12,500, or 50.00% due to increased hourly pay rate, and (2) slightly increased postage and shipping expenses of $300, or 100.00% as compared to the same period in 2024 resulting from shipping costs incurred for sending product samples for exploring new products for customers. Selling expenses accounted for 86.40% and 57.14% of our total revenues for the three months ended October 31, 2025 and 2024, respectively.

Current wording

Our selling expenses were $14 for the three months ended January 31, 2026, as compared to $25,722 for the three months ended January 31, 2025, representing an decrease of $25,708, or 99.95%. The decrease in the selling expenses was mainly due to (1) decreased payroll expenses of $25,000, or 100.00% due to decreased number of salespersons, and (2) slightly decreased postage and shipping expenses of $708, or 98.06% as compared to the same period in 2025 resulting from decreased shipping costs incurred for sending product samples for exploring new products for customers. Selling expenses accounted for 0.001% and 4.12% of our total revenues for the three months ended January 31, 2026 and 2025, respectively.

Previous wording

Our general and administrative expenses were $1,752,811 for the six months ended October 31, 2025, compared to $807,751 for the six months ended October 31, 2024, reflecting an increase of $945,060 or 117.00%. The increase in general and administrative expenses was mainly due to increased professional fee by $928,935 or 178.70% as compared to the same period of 2024, resulting from increased audit, accounting and consulting expenses as a result of being a public company, and increased insurance expenses by $72,469, or 100.00% as compared to the same period in 2024, which was mainly due to increased director and officer insurance expenses. The increased general administrative expenses were partly offset by decreased payroll expenses by $58,475 or 57.94% as compared to the same period in 2024, the decrease was mainly from decreased number of employees of FuAn, and decreased meal and entertainment expenses by $34,875 or 99.95% as compared to the same period of 2024 for the purpose of saving the Company’s operating costs.

Current wording

Our general and administrative expenses were $635,248 for the three months ended January 31, 2026, as compared to $134,823 for the three months ended January 31, 2025, reflecting an increase of $500,425 or 371.17%. The increase in general and administrative expenses was mainly due to increased professional fee by $340,941 or 608.88% as compared to the same period of 2025, resulting from increased consulting expenses for business development and financial advisory services, increased bad debt expense by $43,749 or 100.00% as compare to the same period of 2025, increased rent expense by $24,186, or 169.95% as compare to the same period of 2025, resulting from new office lease of Marwynn, increased insurance expenses by $24,643, or 100.00% as compared to the same period in 2025, which was mainly due to increased director and officer insurance expenses and increased director compensation expense for our directors and officers by $59,291 or 100% as compared to the same period in 2025.

Previous wording

Net income (loss) from discontinued operations

Current wording

Net income (loss) from continuing operations

Previous wording

We had a net loss from continuing operations of $2,969,384 for the six months ended October 31, 2025, compared to $783,868 for the six months ended October 31, 2024, representing an increase of $2,185,516, or 278.81%. The increase in our net loss from continuing operations was mainly due to increased operating expenses as described above.

Current wording

We had a net loss from continuing operations of $548,336 for the three months ended January 31, 2026, compared to net income from continuing operations of $80,226 for the three months ended January 31, 2025, representing an increase net loss of $628,562, or 783.49%. The increase in our net loss from continuing operations was mainly due to increased operating expenses and decreased gross profit as described above.

Previous wording

We had a loss from discontinued operations of $565,515 for the three months ended October 31, 2025, compared to an income from discontinued operations of $133,687 for the three months ended October 31, 2024, representing a decrease of $699,202, or 523.01%.

Current wording

We had a loss from discontinued operations of nil for the period from November 1, 2025 to the period ended December 31, 2025, compared to a loss from discontinued operations of $56,808 for the three months ended January 31, 2025, representing a decrease loss of $56,808, or 100.00%.

Previous wording

As a result of the above, we had a net loss of $896,287 for the three months ended October 31, 2025, compared to a net loss of $114,371 for the three months ended October 31, 2024, an increase of net loss of $781,916 or 683.67%, which was mainly resulting from increased audit, accounting and consulting fee, and insurance expense.

Current wording

As a result of the above, we had a net loss of $548,336 for the three months ended January 31, 2026, compared to a net income of $23,418 for the three months ended January 31, 2025, an increase of net loss of $571,754 or 2,441.52%, which was mainly resulting from increased consulting fee, insurance expense and decreased gross profit.

Previous wording

We derive our revenues from (i) sale of food and beverage, and (ii)** **consulting services. The following table presents our revenues by product and service types and as percentage of our total revenues for the periods presented.

Current wording

We derive our revenues from (i) sale of food and beverage, (ii)** **consulting services and (iii) sale of recyclable e-waste materials. The following table presents our revenues by product and service types and as percentage of our total revenues for the periods presented.

Previous wording

Sales of food and beverage accounted for nil and 32.79% of total sales for the six months ended October 31, 2025 and 2024, respectively. Sales of food and beverage decreased by $44,886 or 100.00% from $44,886 for the six months ended October 31, 2024 to nil for the six months ended October 31,2025. The decrease in our sales was primarily due to cease of the purchase orders from Costco. We are actively seeking new retailers and working with them to introduce new products that are less sensitive to the tariff tensions between the U.S. and China.

Current wording

Sales of food and beverage accounted for 23.16% and 82.15% of total sales for the nine months ended January 31, 2026 and 2025, respectively. Sales of food and beverage decreased by $284,654 or 45.56% from $624,846 for the nine months ended January 31, 2025 to $340,192 for the nine months ended January 31,2026. The decrease in our sales was primarily due to decease of the purchase orders from Costco. We are actively seeking new retailers and working with them to introduce new products that are less sensitive to the tariff tensions between the U.S. and China.

Previous wording

Revenue from consulting services accounted for 100.00% and 67.21% of total revenues for the six months ended October 31, 2025 and 2024, respectively. Revenue from consulting services decreased by $6,988, or 7.60% from $91,988 for the six months ended October 31, 2024 to $85,000 for the six months ended October 31, 2025. We started our consulting services business in March 2024 through providing supply chain and brand management services proposals and solutions to customers to help them optimize their inventory management and product distribution strategy, to reduce delivery times, shipping costs and diversify distribution channels.

Current wording

Revenue from consulting services accounted for 8.76% and 17.85% of total revenues for the nine months ended January 31, 2026 and 2025, respectively. Revenue from consulting services decreased by $6,988, or 5.15% from $135,737 for the nine months ended January 31, 2025 to $128,749 for the nine months ended January 31, 2026. We started our consulting services business in March 2024 through providing supply chain and brand management services proposals and solutions to customers to help them optimize their inventory management and product distribution strategy, to reduce delivery times, shipping costs and diversify distribution channels.

Previous wording

Costs of Revenues associated with contining operations

Current wording

Costs of Revenues associated with continuing operations

Previous wording

We incur our costs from (i) sale of food and beverage, and (ii) consulting services. The following table presents our costs of revenues as percentage of its corresponding revenue for the periods presented.

Current wording

We incur our costs from (i) sale of food and beverage, and (ii) consulting services, and (iii) sale of recyclable e-waste materials. The following table presents our costs of revenues as percentage of its corresponding revenue for the periods presented.

Previous wording

Cost of revenues from sale of food and beverage decreased by $23,773, or 100.00% from $23,773 for the six months ended October 31, 2024, to nil for the six months ended October 31, 2025. Our cost of revenues from sale of food and beverage primarily includes inventory costs, storage and freight costs. The decrease in our cost of revenues for sale of food and beverage was mainly due to cease of purchase orders from Costco, we did not have any orders from Costco for the six months ended October 31, 2025 and 2024.

Current wording

Cost of revenues from sale of food and beverage decreased by $81,248, or 23.09% from $351,914 for the nine months ended January 31, 2025, to $270,666 for the nine months ended January 31, 2026. Our cost of revenues from sale of food and beverage primarily includes inventory costs, storage and freight costs. The decrease in our cost of revenues for sale of food and beverage was mainly due to decrease sale of food and beverage for the nine months ended January 31, 2026 and 2025.

Previous wording

The following table summarizes our consolidated results of operations and as percentage of our total revenues for the period presented.

Current wording

The following table summarizes our unaudited condensed consolidated results of operations and as percentage of our total revenues for the period presented.

Previous wording

Revenues for the six months ended October 31, 2025 and 2024 were $85,000 and $136,874, respectively, a decrease of $51,874 or 37.90%. The decrease of revenues was primarily attributed to decreased sale of food imports and distribution by $44,886 and decreased consulting services by $6,988.

Current wording

Revenues for the nine months ended January 31, 2026 and 2025 were $1,468,941 and $760,583, respectively, an increase of $708,358 or 93.13%. The increase of revenues was primarily attributed to increased sale of recyclable e-waste materials by $1,000,000, partially offset by decreased sale of food imports and distribution by $284,654, and decreased consulting services by $6,988.

Previous wording

Cost of revenues for the six months ended October 31, 2025, and 2024 was $52 and $49,281, respectively, a decrease of $49,229 or 99.89%. The decrease in cost of revenues in the same period of 2025 was primarily attributed to decreased cost from sale of food and beverage by $23,733, or 100.00% and decreased cost from consulting service by $25,496, or 99.80%. Cost of revenues for sale of food and beverage as a percentage of total revenues was 0.00% and 52.87%, respectively, for the six months ended October 31, 2025 and 2024. Cost of revenues for consulting services as a percentage of total revenues was 0.06% and 52.03%, respectively, for the six months ended October 31, 2025 and 2024.

Current wording

Cost of revenues for the nine months ended January 31, 2026, and 2025 was $1,300,338 and $428,362, respectively, an increase of $871,976 or 203.56%. The increase in cost of revenues in the same period of 2026 was primarily attributed to increased cost form sale of recyclable e-waste materials by $970,874, or 100.00%, partially offset by decreased cost from sale of food and beverage by $81,248, or 23.09% and decreased cost from consulting service by $17,650, or 23.09%. Cost of revenues for sale of food and beverage as a percentage of total revenues was 79.56% and 56.32%, respectively, for the nine months ended January 31, 2026 and 2025. Cost of revenues for consulting services as a percentage of total revenues was 45.67% and 56.32%, respectively, for the nine months ended January 31, 2026 and 2025. Cost of revenues for sale of recyclable e-waste materials as a percentage of total revenues was 97.09% and nil, respectively, for the nine months ended January 31, 2026 and 2025.

Previous wording

The gross profit for the six months ended October 31, 2025 and 2024 was $84,948 and $87,593, respectively, a decrease of $2,645 or 3.02%. The blended gross profit margin was 99.94% for the six months ended October 31, 2025 compared with 64.00% for the same period in 2024. Gross profit for sale of food and beverage decreased by 100.00% for the six months ended October 31, 2025 due to no sales to Costco. Gross profit for consulting services increased by 27.86% for the six months ended October 31, 2025.

Current wording

The gross profit for the nine months ended January 31, 2026 and 2025 was $168,603 and $332,221, respectively, a decrease of $163,618 or 49.25%. The blended gross profit margin was 11.48% for the nine months ended January 31, 2026 compared with 43.68% for the same period in 2025. Gross profit for sale of food and beverage decreased by 74.53% for the nine months ended January 31, 2026 due to no sales to Costco. Gross profit for consulting services increased by 17.98% for the nine months ended January 31, 2026. Gross profit from the sale of recyclable materials increased by 100.0% for the nine months ended January 31, 2026, primarily driven by new business that commenced in January 2026.

Previous wording

Our selling expenses were $1,314,168 for the six months ended October 31, 2025, compared to $60,616 for the six months ended October 31, 2024, representing an increase of $1,253,552, or 2,068.02%. The increase in the selling expenses was mainly due to (1) increased advertising and marketing expenses of $1,239,500, or 11,804.76%. To attract new customers, increase our market share and improve operation efficiency, we entered into several consulting agreements for business development, market expansion, supply chain management, and strategic financial plan and support advisory services, (2) increased payroll expenses of $12,500, or 119.05% due to increased hourly pay rate, and (3) slightly increased shipping expenses of $1,552, or 14.78% as compared to the same period in 2024 resulting from shipping costs incurred for sending product samples for exploring new products for customers. Selling expenses accounted for 1,546.08% and 44.29% of our total revenues for the six months ended October 31, 2025 and 2024, respectively.

Current wording

Our selling expenses were $1,314,182 for the nine months ended January 31, 2026, compared to $86,338 for the nine months ended January 31, 2025, representing an increase of $1,227,844, or 1,422.14%. The increase in the selling expenses was mainly due to (1) increased advertising and marketing expenses of $1,239,500, or 11,804.76%. To attract new customers, increase our market share and improve operation efficiency, we entered into several consulting agreements for business development, market expansion, supply chain management, and strategic financial plan and support advisory services, (2) slightly increased shipping expenses of $844, or 100.72% as compared to the same period in 2025 resulting from shipping costs incurred for sending product samples for exploring new products for customers, which was partly offset by decreased payroll expenses of $12,500, or 16.67%. Selling expenses accounted for 89.46% and 11.35% of our total revenues for the nine months ended January 31, 2026 and 2025, respectively.

Previous wording

Our general and administrative expenses were $354,736 for the three months ended October 31, 2025, as compared to $265,240 for the three months ended October 31, 2024, reflecting an increase of $89,496 or 33.74%. The increase in general and administrative expenses was mainly due to increased professional fee by $54,957 or 34.57% as compared to the same period of 2024, resulting from increased audit, accounting and consulting expenses as a result of being a public company, increased rent expense by $24,186, or 169.95% as compare to the same period of 2024, and increased insurance expenses by $36,234, or 100.00% as compared to the same period in 2024, which was mainly due to increased director and officer insurance expenses. The increased general administrative expenses were partly offset by decreased payroll expenses by $35,645 or 81.20% as compared to the same period in 2024, the decrease was mainly from decreased number of employees of FuAn, and decreased meal and entertainment expenses by $3,164 or 100.00% as compared to the same period of 2024 for the purpose of saving the Company’s operating costs.

Current wording

Our general and administrative expenses were $2,388,059 for the nine months ended January 31, 2026, compared to $942,574 for the nine months ended January 31, 2025, reflecting an increase of $1,445,485 or 153.36%. The increase in general and administrative expenses was mainly due to increased professional fee by $1,269,719 or 220.44% as compared to the same period of 2025, resulting from increased consulting expenses for financial advisory services and increased legal expense related to disposal of subsidiary, increased rent expense by $70,926 or 100.00% as compared to the same period in 2025, resulting from new office lease of Marwynn, increased director compensation expense by $117,875 or 100.00% as compared to the same period in 2025, and increased insurance expenses by $97,112, or 100.00% as compared to the same period in 2025, which was mainly due to increased directors and officers insurance expenses. The increased general administrative expenses were partly offset by decreased payroll expenses by $50,380 or 36.07% as compared to the same period in 2025, the decrease was mainly from decreased gross pay of one of employees of FuAn, decreased subcontract labor cost by $27,000 or 100.00% as compared to the same period of 2025, and decreased meal and entertainment expenses by $34,874 or 99.95% as compared to the same period of 2025 for the purpose of saving the Company’s operating costs.

Previous wording

Other income were $15,830 for the six months ended October 31, 2025, compared to other income of nil for the six months ended October 31, 2024. For the six months ended October 31, 2025, other income mainly consisted of other income of $ 2,803 and interest income of $ 20,612, which was partly offset with other expenses of $6,832, and interest expense of $753.*** ***

Current wording

Other income were $31,319 for the nine months ended January 31, 2026, compared to other expenses of $2,283 for the nine months ended January 31, 2025. For the nine months ended January 31, 2026, other income mainly consisted of other income of $2,803, and interest income of $36,347 which was partly offset with other expenses of $6,874, and interest expense of $957. For the nine months ended January 31, 2025, other expenses mainly consisted of other expenses of $2,168 and interest expense of $115.

Previous wording

We had a net loss from continuing operations of $330,772 for the three months ended October 31, 2025, compared to $248,058 for the three months ended October 31, 2024, representing an increase of $82,714, or 33.34%. The increase in our net loss from continuing operations was mainly due to increased operating expenses as described above.

Current wording

We had a net loss from continuing operations of $3,517,720 for the nine months ended January 31, 2026, compared to $703,642 for the nine months ended January 31, 2025, representing an increase of $2,814,078, or 399.93%. The increase in our net loss from continuing operations was mainly due to increased operating expenses and decreased gross profit as described above.

Previous wording

We had a net loss from discontinued operations of $646,656 for the six months ended October 31, 2025, compared to a net income from discontinued operations of $340,968 for the six months ended October 31, 2024, representing a decrease net income of $987,624, or 289.65%.

Current wording

We had a net loss from discontinued operations of $646,656 for the period from May 1, 2025 to December 22, 2025, compared to a net income from discontinued operations of $284,160 for the nine months ended January 31, 2025, representing a decrease net income from discontinued operations of $930,816, or 327.57%.

Previous wording

As a result of the above, we had a net loss of $3,616,040 for the six months ended October 31, 2025, compared to a net loss of $442,900 for the six months ended October 31, 2024, representing an increase of net loss of $3,173,140 or 716.45%. The increase was mainly resulting from decreased revenue and increased audit, accounting and consulting fee, and insurance expense.

Current wording

As a result of the above, we had a net loss of $4,164,376 for the nine months ended January 31, 2026, compared to a net loss of $419,482 for the nine months ended January 31, 2025, representing an increase of net loss of $3,744,894 or 892.74%. The increase was mainly resulting from increased legal and consulting fee, and insurance expense and decreased gross profit.

Previous wording

In assessing our liquidity, we monitor and analyze our cash on-hand, our ability to generate sufficient revenue sources, the collection of our accounts receivable, our ability to obtain additional financial support in the future, and our operating and capital expenditure commitments. As reflected in our unaudited condensed consolidated financial statements, we had cash balance of approximately $1.36 million as of October 31, 2025. We also had accounts receivable, net balance of approximately $0.17 million as of October 31, 2025, among which approximately $15,000 or 8.7% has been collected as of the date of this report.

Current wording

In assessing our liquidity, we monitor and analyze our cash on-hand, our ability to generate sufficient revenue sources, the collection of our accounts receivable, our ability to obtain additional financial support in the future, and our operating and capital expenditure commitments. As reflected in our unaudited condensed consolidated financial statements, we had cash balance of approximately $0.30 million as of January 31, 2026. We also had accounts receivable, net balance of approximately $0.22 million as of January 31, 2026, among which approximately none has been collected as of the date of this report.

Previous wording

Our working capital amounted to approximately $2.09 million as of October 31, 2025. Currently, we are working to improve our liquidity and capital sources primarily through cash flows from operation, debt financing, and financial support from our principal stockholder. In order to fully implement our business plan and sustain continued growth, we may also seek equity financing from outside investors.

Current wording

Our working capital amounted to approximately $2.15 million as of January 31, 2026. Currently, we are working to improve our liquidity and capital sources primarily through cash flows from operation, debt financing, and financial support from our principal stockholder. In order to fully implement our business plan and sustain continued growth, we may also seek equity financing from outside investors.

Previous wording

However, as reflected in the accompanying unaudited condensed consolidated financial statements, the Company had net loss from continuing operations of approximately $2.97 million and net loss from discontinued operations of approximately $0.65 million for the six months ended October 31, 2025 and cash outflow from operating activities from continuing operations of approximately $0.49 million and cash inflow from operating activities from discontinued operations of approximately $0.15 million for the six months ended October 31, 2025. The management plans to increase its revenue of FuAn by diversifying its markets from major mass market channels to ethnic supermarkets chains. The Company expects to increase sales through FuAn’s distribution channels in the near future. The Company’s decision of disposing Grand Forest is to maximize the efficiency and profitability of its existing business of supply chain consulting, and supply chain services of sourcing Asian foods, snacks, and non-alcoholic beverages, and distributing branded goods to mainstream markets, grocery stores and wholesale / warehouse clubs in the US.

Current wording

However, as reflected in the accompanying unaudited condensed consolidated financial statements, the Company had net loss from continuing operations of approximately $3.52 million for the nine months ended January 31, 2026 and net loss from discontinued operations of approximately $0.65 million for the period ended December 22, 2025 and cash outflow from operating activities from continuing operations of approximately $1.30 million for the nine months ended January 31, 2026 and cash inflow from operating activities from discontinued operations of approximately $0.20 million for the period ended December 22, 2025. The management plans to increase its revenue of FuAn by diversifying its markets from major mass market channels to ethnic supermarkets chains. The Company expects to increase sales through FuAn’s distribution channels in the near future. The Company’s decision of disposing Grand Forest is to maximize the efficiency and profitability of its existing business of supply chain consulting, and supply chain services of sourcing Asian foods, snacks, and non-alcoholic beverages, and distributing branded goods to mainstream markets, grocery stores and wholesale / warehouse clubs in the US.

Previous wording

The Company has historically funded its working capital needs primarily from operations. The working capital requirements are affected by the efficiency of operations and depend on the Company’s ability to increase its revenue. The working capital requirements are affected by the efficiency of operations and depend on the Company’s ability to increase its revenue. However, the Company may need additional cash resources in the future if the Company experiences changed business conditions or other developments and may also need additional cash resources in the future if the Company wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If it is determined that the cash requirements exceed the Company’s amounts of cash on hand, the Company may seek to issue debt or equity securities or obtain a credit facility. Based on above reasons, there is a substantial doubt about the Company’s ability to continue as a going concern for the next 12 months from the issuance of the consolidated financial statements.

Current wording

The Company has historically funded its working capital needs primarily from operations. The working capital requirements are affected by the efficiency of operations and depend on the Company’s ability to increase its revenue. The working capital requirements are affected by the efficiency of operations and depend on the Company’s ability to increase its revenue. However, the Company may need additional cash resources in the future if the Company experiences changed business conditions or other developments and may also need additional cash resources in the future if the Company wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If it is determined that the cash requirements exceed the Company’s amounts of cash on hand, the Company may seek to issue debt or equity securities or obtain a credit facility. Based on above reasons, there is a substantial doubt about the Company’s ability to continue as a going concern for the next 12 months from the issuance of the unaudited condensed consolidated financial statements.

Previous wording

The following table summarizes our cash flows for the six months ended October 31,2025 and 2024, respectively.

Current wording

The following table summarizes our cash flows for the nine months ended January 31,2026 and 2025, respectively.