Maison Solutions Inc.
For the period ended Jan 31, 2026. Filed Mar 17, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jan 31, 2026 · Filed Mar 17, 2026
MSS$1.06+8.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-10-31; filed 2025-12-22.
0001213900-25-124433
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-01-31; filed 2026-03-17.
0001213900-26-029204
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 200 previous paragraphs and 201 current paragraphs.
137 unchanged; 59 reworded; 5 added; 3 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
Income tax expense (benefit) was $50,393 for the three months ended January 31, 2026, a decrease of $67,312 from income taxes benefit of $16,919 for the three months ended January 31, 2025.
Current report
On February 12, 2026, the Company and its insurance company entered into a settlement agreement to settle the above class actions for a total cash payment of $2,650,000. After applying insurance coverage, the Company’s portion of the settlement payment is $1,300,000.
Current report
On February 12, 2026, the Company and its insurance company entered into a settlement agreement to settle the above derivative cases for $400,000 in attorney's fees and accepted an action plan of reform for a period of 5 years.
Current report
On July 10, 2025, Maison Solutions Inc. received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last 30 consecutive business days, the bid price for the Company’s Class A common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). On January 7, 2026, at the Company’s request, the Nasdaq staff issued a letter confirming that the Company is eligible for an additional 180 calendar period, or until July 6, 2026, to regain compliance with the Minimum Bid Price Requirement.
Current report
The Company continues to actively monitor the bid price for shares of its Class A common stock and is considering all available options to resolve the deficiency prior to the expiration of the Extended Compliance Period, including a potential reverse split.
Removed paragraphs (3)
Previous report
On October 4, 2023, we entered into an Underwriting Agreement with Joseph Stone Capital, LLC in connection with the Company’s initial public offering (the “IPO”) of 2,500,000 shares of Class A common stock, par value $0.0001, at a price of $4.00 per share, less underwriting discounts and commissions. The IPO closed on October 10, 2023, and the Company received net proceeds of approximately $8.72 million, after deducting underwriting discounts and commissions and estimated IPO offering expenses payable by the Company.
Previous report
On November 22, 2023, we entered into certain securities purchase agreements (the “Securities Purchase Agreements”) with certain investors (the “PIPE Investors”). Pursuant to the Securities Purchase Agreements, we sold an aggregate of 1,190,476 shares of the Company’s Class A common stock, par value $0.0001 per share, to the PIPE Investors at a per share purchase price of $4.20 (the “PIPE Offering”). The PIPE Offering closed on November 22, 2023. We received net proceeds of approximately $4.60 million, after deducting investment banker’s discounts and commissions and offering expenses payable by the Company.
Previous report
The Company and Defendants believe the allegations in both complaints are without merit and intend to defend each suit vigorously. It is reasonably possible that a loss may be incurred; however, the possible range of losses is not reasonably estimable given the pending status of the cases.
Reworded paragraphs (59)
Previous wording
On June 27, 2023, we invested $1,440,000 for 40% equity interest in HKGF Market of Arcadia, LLC (“HKGF Arcadia”), a supermarket in the city of Arcadia, California, to further expand our footprint to new neighborhood. On December 6, 2023, we invested an additional $360,000 for another 10% equity interest in HKGF Arcadia. On February 1, 2024, the Company and JC Business Guys, Inc., the only other member of HKGF Arcadia (“JC Business Guys”), entered into a third amendment to the operating agreement of HKGF Arcadia to decrease our percentage equity interest in HKGF Arcadia to 49% and increase JC Business Guy’s percentage equity interest to 51%. As a result of the amendment, we made an additional investment of $62,000. During the three and six months ended October 31, 2025, the Company recorded nil and $848,493 impairment charges for its investments in HKGF Market of Arcadia due to the Company’s plan of closing the supermarket business in this location.
Current wording
On June 27, 2023, we invested $1,440,000 for 40% equity interest in HKGF Market of Arcadia, LLC (“HKGF Arcadia”), a supermarket in the city of Arcadia, California, to further expand our footprint to new neighborhood. On December 6, 2023, we invested an additional $360,000 for another 10% equity interest in HKGF Arcadia. On February 1, 2024, the Company and JC Business Guys, Inc., the only other member of HKGF Arcadia (“JC Business Guys”), entered into a third amendment to the operating agreement of HKGF Arcadia to decrease our percentage equity interest in HKGF Arcadia to 49% and increase JC Business Guy’s percentage equity interest to 51%. As a result of the amendment, we made an additional investment of $62,000. During the three and nine months ended January 31, 2026, we recorded nil and $848,493 impairment charges for our investments in HKGF Market of Arcadia. On January 31, 2026, Maison sold its 49% ownership interest in HKGF Market of Arcadia to the existing shareholder for $1.
Previous wording
The inflation rate for the United States was 3.0% for the six months ended October 31, 2025, 2.6% for the six months ended October 31, 2024 according to Bureau of Labor Statistics. Inflation increased our purchase costs, occupancy costs, and payroll costs.
Current wording
The inflation rate for the United States was 2.4% for the nine months ended January 31, 2026, 3.0% for the nine months ended January 31, 2025 according to Bureau of Labor Statistics. Inflation increased our purchase costs, occupancy costs, and payroll costs.
Previous wording
As of October 31, 2025, we had approximately 334 employees including employees from our newly acquired subsidiary, Lee Lee, which is based in the State of Arizona. Our employees are not unionized nor, to our knowledge, are there any plans for them to unionize. We have never experienced a strike or significant work stoppage. We consider our employee relations to be good. Minimum wage rates in some states have recently increased. For example, in California, the minimum wage was $16.00 per hour in 2024 and increased to $16. 50 per hour starting from January 1, 2025; in Arizona, the minimum wage was $14.35 per hour in 2024, and increased to $14.70 per hour starting from January 1, 2025. Our payroll and payroll tax expenses were $3.04 million and $3.89 million for the three months ended October 31, 2025 and 2024, respectively. Our payroll and payroll tax expenses were $6.87 million and $7.33 million for the six months ended October 31, 2025 and 2024, respectively.
Current wording
As of January 31, 2026, we had approximately 329 employees including employees from our newly acquired subsidiary, Lee Lee, which is based in the State of Arizona. Our employees are not unionized nor, to our knowledge, are there any plans for them to unionize. We have never experienced a strike or significant work stoppage. We consider our employee relations to be good. Minimum wage rates in some states have recently increased. For example, in California, the minimum wage was $16.50 per hour in 2025 and increased to $16.90 per hour starting from January 1, 2026; in Arizona, the minimum wage was $14.70 per hour in 2025, and increased to $15.15 per hour starting from January 1, 2026. Our payroll and payroll tax expenses were $3.75 million and $3.26 million for the three months ended January 31, 2026 and 2025, respectively. Our payroll and payroll tax expenses were $10.62 million and $10.59 million for the nine months ended January 31, 2026 and 2025, respectively.
Previous wording
Maison believes that a centralized and efficient vendor and supply management system is the key to profitability. Maison has major vendors, including Lawrence Wholesale, Lucky Taro Total, Connex All Produce Total, and Gulf Cost Sea Trade Crop. For the three months ended October 31, 2025, these four suppliers accounted for 11.59%, 9.38%, 6.95% and 4.70% of the Company’s total purchases, respectively. For the six months ended October 31, 2025, these four suppliers accounted for 11.05%, 6.52%, 4.83% and 5.23% of the Company’s total purchases, respectively. For the three and six months ended October 31, 2024, Maison has major vendors, including Lawrence Wholesale, XHJC Holding Inc, K.C. Produce, and Bach Cuc. For the three months ended October 31, 2024, these four suppliers accounted for 14.23%, 6.84%, 6.60% and 6.39% of the Company’s total purchases, respectively. For the six months ended October 31, 2024, these four suppliers accounted for 11.66%, 8.78%, 5.51% and 8.83% of the Company’s total purchases, respectively. Maison believes that its centralized vendor management enhances its negotiating power and improves its ability to manage vendor payables.
Current wording
Maison believes that a centralized and efficient vendor and supply management system is the key to profitability. Maison has major vendors, including Lawrence Wholesale, Lucky Taro Total, Connex All Produce Total, and Gulf Cost Sea Trade Crop. For the three months ended January 31, 2026, these four suppliers accounted for 12.46%, 7.70%, 6.94% and 6.21% of the Company’s total purchases, respectively. For the nine months ended January 31, 2026, these four suppliers accounted for 11.53%, 6.92%, 5.54% and 5.56% of the Company’s total purchases, respectively. For the three and nine months ended January 31, 2025, Maison has major vendors, including Lawrence Wholesale, XHJC Holding Inc, K.C. Produce, and Bach Cuc. For the three months ended January 31, 2025, these four suppliers accounted for 5.39%, 2.20%, 3.21% and 6.30% of the Company’s total purchases, respectively. For the nine months ended January 31, 2025, these four suppliers accounted for 9.21%, 6.24%, 4.60% and 7.81% of the Company’s total purchases, respectively. Maison believes that its centralized vendor management enhances its negotiating power and improves its ability to manage vendor payables.
Previous wording
From time to time, Maison conducts maintenance on the fixtures and equipment for its stores. Any maintenance or renovations could interrupt the operation of our stores and result in a decline in customer volume. Significant maintenance or renovation would affect our operations and operating results. Meanwhile, improving the store environment can also attract more customers and lead to an increase in sales. Maison focused on improving and renovating our stores. We spent $0.23 million for the three months ended October 31, 2025 for repairs and maintenance and supermarket renovation, an increase of $0.09 million compared to $0.14 million for the three months ended October 31, 2024. We spent $0.47 million for the six months ended October 31, 2025 for repairs and maintenance and supermarket renovation, a decrease of $0.04 million compared to $0.43 million for the six months ended October 31, 2024.
Current wording
From time to time, Maison conducts maintenance on the fixtures and equipment for its stores. Any maintenance or renovations could interrupt the operation of our stores and result in a decline in customer volume. Significant maintenance or renovation would affect our operations and operating results. Meanwhile, improving the store environment can also attract more customers and lead to an increase in sales. Maison focused on improving and renovating our stores. We spent $0.18 million for the three months ended January 31, 2026 for repairs and maintenance and supermarket renovation, a decrease of $0.01 million compared to $0.19 million for the three months ended January 31, 2025. We spent $0.65 million for the nine months ended January 31, 2026 for repairs and maintenance and supermarket renovation, an increase of $0.03 million compared to $0.62 million for the nine months ended January 31, 2025.
Previous wording
As reflected in the accompanying unaudited consolidated financial statements, for the six months ended October 31, 2025, the Company had a net loss of $5,973,499 from continuing operation. The Company had an accumulated deficit of $8.2 million and negative working capital of $4.19 million as of October 31, 2025.
Current wording
As reflected in the accompanying unaudited consolidated financial statements, for the nine months ended January 31, 2026, the Company had a net loss of $11,187,992 from continuing operation. The Company had an accumulated deficit of $13.4 million and negative working capital of $6.21 million as of January 31, 2026.
Previous wording
The Company believes that its cash on hand and operating cash flows will be sufficient to fund its operations over at least the next 12 months from the date of issuance of these financial statements. 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.** **
Current wording
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.** **
Previous wording
Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out method, and are valued at the lower of cost and net realizable value. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category. The Company records inventory shrinkage based on historical data and management’s estimates and provided a reserve for inventory shrinkage for the three and six months ended October 31, 2025 and 2024. The Company provided a reserve for inventory shrinkage of $6,084 and $110,229 for the three months ended October 31, 2025 and 2024, respectively. The Company provided a reserve for inventory shrinkage of $221,678 and $314,833 for the six months ended October 31, 2025 and 2024, respectively.
Current wording
Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out method, and are valued at the lower of cost and net realizable value. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category. The Company records inventory shrinkage based on historical data and management’s estimates and provided a reserve for inventory shrinkage for the three and nine months ended January 31, 2026 and 2025. The Company provided a reserve for inventory shrinkage (reversal) of $(31,114) and $27,639 for the three months ended January 31, 2026 and 2025, respectively. The Company provided a reserve for inventory shrinkage of $190,564 and $342,472 for the nine months ended January 31, 2026 and 2025, respectively.
Previous wording
The Company’s contract liability related to gift cards was $631,610 and $701,929 as of October 31, 2025 and April 30, 2025, respectively.
Current wording
The Company’s contract liability related to gift cards was $591,454 and $701,929 as of January 31, 2026 and April 30, 2025, respectively.
Previous wording
Instruments classified as derivative liability is remeasured using the Black-Scholes model at each reporting period (or upon reclassification) and the change in fair value is recorded on the consolidated statement of operations. The Company had derivative liability of $2,462,150 and $1,004,230 as of October 31, 2025 and April 30, 2025, respectively.
Current wording
Instruments classified as derivative liability is remeasured using the Black-Scholes model at each reporting period (or upon reclassification) and the change in fair value is recorded on the consolidated statement of operations. The Company had derivative liability of $3,278,000 and $1,004,230 as of January 31, 2026 and April 30, 2025, respectively.
Previous wording
The following is the change in derivative liability for the six months ended October 31, 2025:
Current wording
The following is the change in derivative liability for the nine months ended January 31, 2025:
Previous wording
During the three and six months ended October 31, 2025, the Company purchased digital assets. The table below summarizes the amounts shown on the Company’s consolidated balance sheet as of October 31, 2025.
Current wording
During the three and nine months ended January 31, 2026, the Company purchased digital assets. The table below summarizes the amounts shown on the Company’s consolidated balance sheet as of January 31, 2026.
Previous wording
Our net revenues were approximately $27.6 million for the three months ended October 31, 2025, a decrease of approximately $1.7 million or 5.9%, from approximately $29.4 million for the three months ended October 31, 2024. The decrease in net revenues was driven by decreased sales of Maison Monterey Park by $0.8 million, decreased sales of Maison Monrovia by $0.1 million, which was partly offset by increased sales of Maison San Gabriel by $0.3 million and increased sales of Lee Lee stores by $0.5 million, as compared to the three months ended October 31, 2024. Our California-based supermarkets contributed $8.8 million in revenue during the three months ended October 31, 2025, a decrease of approximately $1.2 million, as compared to the three months ended October 31, 2024. The $1.3 million decrease was mainly due to high competition from nearby Asian supermarkets because there are too many supermarkets including Asia supermarkets in the surrounding area of our stores. For the three months ended October 31, 2025 and 2024, revenue for Maison El Monte were nil and $1,668,193, respectively. We closed our Maison El Monte store on June 7, 2025 due to its continuous loss as well as our ongoing commitment to improve its profitability and support sustainable growth.
Current wording
Our net revenues were approximately $29.5 million for the three months ended January 31, 2026, a decrease of approximately $2.8 million or 8.6%, from approximately $32.3 million for the three months ended January 31, 2025. The decrease in net revenues was driven by decreased sales of Maison Monterey Park by $1.1 million, decreased sales of Maison Monrovia by $0.3 million, decreased sales of Maison San Gabriel by $0.6 million and decreased sales of Lee Lee stores by $0.8 million, as compared to the three months ended January 31, 2025. Our California-based supermarkets contributed $8.8 million in revenue during the three months ended January 31, 2026, a decrease of approximately $2.0 million, as compared to the three months ended January 31, 2025. The $2.0 million decrease was mainly due to high competition from nearby Asian supermarkets because there are too many supermarkets including Asia supermarkets in the surrounding area of our stores. For the three months ended January 31, 2026 and 2025, revenue for Maison El Monte were nil and $1,829,292, respectively. We closed our Maison El Monte store on June 7, 2025 due to its continuous loss as well as our ongoing commitment to improve its profitability and support sustainable growth.
Previous wording
Cost of revenues includes cost of supermarket product sales and occupancy costs, which are store rent expense, depreciation for store property and equipment, inventory shrinkage costs and store supplies. The depreciation expense comes from machinery & equipment, such as refrigerators, water heaters, forklifts, and freezers and furniture & fixtures, such as metal shelves, shopping carts, and LED lights. Shrinkage costs are different for different types of products. For example, fruits and vegetables have a high allowance rate during the receiving and display process. The seafood and meat departments have a low allowance rate because the non-fresh products can freeze and sell for the same price or even higher price after being cut or sliced. The cost of revenues decreased by $0.3 million, from $21.5 million for the three months ended October 31, 2024, to approximately $21.2 million for the three months ended October 31, 2025. The decrease in cost of revenues was mainly from Maison Monrovia, Maison San Gabriel and Maison Monterey Park by $0.2 million, $0.3 million and $ 0.6 million respectively, resulting from decreased sales in these stores, which was partly offset by increased cost of revenues from Lee Lee stores by $0.8 million. For the three months ended October 31, 2025 and 2024, Cost of revenue for Maison El Monte were nil and $1,402,060, respectively.
Current wording
Cost of revenues includes cost of supermarket product sales and occupancy costs, which are store rent expense, depreciation for store property and equipment, inventory shrinkage costs and store supplies. The depreciation expense comes from machinery & equipment, such as refrigerators, water heaters, forklifts, and freezers and furniture & fixtures, such as metal shelves, shopping carts, and LED lights. Shrinkage costs are different for different types of products. For example, fruits and vegetables have a high allowance rate during the receiving and display process. The seafood and meat departments have a low allowance rate because the non-fresh products can freeze and sell for the same price or even higher price after being cut or sliced. The cost of revenues decreased by $3.3 million, from $25.3 million for the three months ended January 31, 2025, to approximately $22.0 million for the three months ended January 31, 2026. The decrease in cost of revenues was mainly from Maison Monrovia, Maison San Gabriel and Maison Monterey Park by $0.2 million, $0.5 million and $ 0.9 million respectively, and decreased cost of revenues from Lee Lee stores by $1.6 million, resulting from decreased sales in these stores. For the three months ended January 31, 2026 and 2025, Cost of revenue for Maison El Monte were nil and $1,333,950, respectively.
Previous wording
Gross profit was approximately $6.5 million and $7.9 million for the three months ended October 31, 2025 and 2024, respectively. Gross margin was 23.4% and 26.9% for the three months ended October 31, 2025 and 2024, respectively. Our supermarkets’ sales profit margins decreased by 3.5% for the three months ended October 31, 2025 compared to the three months ended October 31, 2024. The decrease in our gross profit was mainly due to the increase of cost of goods sold due to inflation while we kept our products’ selling price at a constant level or with a minimum increase for certain products in order to be competitive. For the three months ended October 31, 2025 and 2024, gross profit for Maison El Monte were nil and $266,133, respectively.
Current wording
Gross profit was approximately $7.5 million and $7.0 million for the three months ended January 31, 2026 and 2025, respectively. Gross margin was 25.5% and 21.8% for the three months ended January 31, 2026 and 2025, respectively. Our supermarkets’ sales profit margins increased by 3.7% for the three months ended January 31, 2026 compared to the three months ended January 31, 2025. The increase in our gross profit was mainly due to the increase of cost of goods sold resulting from the inflation while we kept our products’ selling price at a constant level or with a minimum increase for certain products in order to be competitive. For the three months ended January 31, 2026 and 2025, gross profit for Maison El Monte were nil and $495,342, respectively.
Previous wording
Total operating expenses were approximately $7.8 million for the three months ended October 31, 2025, an increase of approximately $0.8 million, compared to approximately $7.0 million for the three months ended October 31, 2024. Total operating expenses as a percentage of revenues were 28.3% and 23.7% for the three months ended October 31, 2025 and 2024, respectively.
Current wording
Total operating expenses were approximately $10.4 million for the three months ended January 31, 2026, an increase of approximately $4.5 million, compared to approximately $5.9 million for the three months ended January 31, 2025. Total operating expenses as a percentage of revenues were 35.1% and 18.1% for the three months ended January 31, 2026 and 2025, respectively.
Previous wording
The increase in operating expenses was primarily attributable to the increase in general and administrative expenses during the three months ended October 31, 2025 was primarily due to stock compensation expense increased by $1.1 million, which was partly offset by decreased professional expense by $98,725, decreased bad debt expense by $64,014, decreased office supplier by $63,615 and decreased office expense by $77,233.
Current wording
The increase in operating expenses was primarily attributable to the increase in general and administrative expenses during the three months ended January 31, 2026 was primarily due to stock compensation expense increased by $0.8 million, increased bad debt expense by $1.9 million, increase office supplies by $0.2 million, increase professional fee by $1.8 million, which was partly offset by decreased insurance expense by $0.1 million, decreased uniform service expense by $0.1 million.
Previous wording
The increase in operating expense was partially offset by decrease in selling expenses during the three months ended October 31, 2025 was primarily due to decreased payroll and employee benefits by $356,335, which was partly offset by increase in bank service charge by $78,698, increase in utilities expenses by $58,887 and increase in other G&A expenses by $58,644.
Current wording
The increase in operating expense was partially offset by decrease in selling expenses during the three months ended January 31, 2026, was primarily due to decreased property tax by $61,474, which was partly offset by increased delivery fee by $15,420.
Previous wording
For the three months ended October 31, 2025 and 2024, total operating expenses for Maison El Monte were $7,646 and $521,063, respectively.
Current wording
For the three months ended January 31, 2026 and 2025, total operating expenses for Maison El Monte were $nil and $124,437, respectively.
Previous wording
Other expenses were $3,324,260 for the three months ended October 31, 2025 compared to other expenses of $189,395 for the three months ended October 31, 2024. For the three months ended October 31, 2025, other expenses mainly consisted of 1) change in fair value of derivative liability of $35,914, 2) loss on note conversion of $2,694,951, 3) unrealized loss on digital assets investment of $882,404, which was partly offset by other income of $289,009, was mainly from providing comprehensive consulting services focusing on enhancing operational efficiency, optimizing resource allocation, and supporting overall business growth to other non-related supermarkets.
Current wording
Other expenses were $1,624,446 for the three months ended January 31, 2026 compared to other income of $157,596 for the three months ended January 31, 2025. For the three months ended January 31, 2026, other expenses mainly consisted of 1) change in fair value of derivative liability of $992,094, 2) investment loss from the investment of an liquor wholesale company for $75,000, 3) unrealized loss on digital assets investment of $982,337, which was partly offset by other income of $424,985, was mainly from providing comprehensive consulting services focusing on enhancing operational efficiency, optimizing resource allocation, and supporting overall business growth to other non-related supermarkets.
Previous wording
For the six months ended October 31, 2024, other expenses mainly consisted of investment loss from equity method investment of $433,077, which was partly offset by other income of $46,450.
Current wording
For the three months ended January 31, 2025, other expenses mainly consisted of investment loss from equity-method investment of HKGF market of Arcadia for $71,023, which was partly offset by other income of $228,619.
Previous wording
For the three months ended October 31, 2025 and 2024, other income for Maison El Monte were $248,683 and $3,104, respectively. For the three months ended October 31, 2025, other income mainly consisted of rent income of $240,000.
Current wording
For the three months ended January 31, 2026 and 2025, other expenses for Maison El Monte were $199 and $3,104, respectively. For the three months ended October 31, 2025, other income mainly consisted of rent income of $3,701.
Previous wording
Interest expense was $1,272,729 for the six months ended October 31, 2025, an increase of $855,599 from $417,130 for the six months ended October 31, 2024. For the six months ended October 31, 2025, the interest expense was for the SBA loans, bank loan, convertible note and note payable arising from the acquisition of Lee Lee. For the six months ended October 31, 2024, the interest expense was for the SBA loans and note payable arising from the acquisition of Lee Lee.
Current wording
Interest expense was $718,833 for the three months ended January 31, 2026, an increase of $454,055 from $264,778 for the three months ended January 31, 2025. For the three months ended January 31, 2026, the interest expense was for the SBA loans, bank loan and convertible note. For the three months ended January 31, 2025, the interest expense was for the SBA loans and note payable arising from the acquisition of Lee Lee.
Previous wording
For the three months ended October 31, 2025 and 2024, interest expense for Maison El Monte were $4,230 and $4,306, respectively.
Current wording
For the three months ended January 31, 2026 and 2025, interest expense for Maison El Monte were $84 and $4,281, respectively.
Previous wording
We generated net loss from discontinued operation Maison El Monte of $584,462 and $701,442 for the six months ended October 31, 2025 and 2024, respectively.
Current wording
We generated net loss from discontinued operation Maison El Monte of $183 and $92,386 for the three months ended January 31, 2026 and 2025, respectively.
Previous wording
Net loss attributable to the Company from continuing operation was $5,212,923 for the three months ended October 31, 2025, an increase of net loss of $5,150,765, or 8,286.6%, from a net loss of $62,158 attributable to the Company for the three months ended October 31, 2024. This was mainly attributable to the reasons discussed above, which included a decrease in gross profit by $1,433,815, increased loss on note conversion by $2,694,951, increased unrealized loss on digital assets investment by $882,404 and increased operating expenses by $849,500.
Current wording
Net loss attributable to the Company from continuing operation was $5,214,493 for the three months ended January 31, 2026, an increase of net loss of $6,318,642, or 572.3%, from a net income of $1,104,149 attributable to the Company for the three months ended January 31, 2025. This was mainly attributable to the reasons discussed above, which included an increased loss on change in fair value of derivative liability by $992,094, increased unrealized loss on digital assets investment by $982,337, increased interest expense by $454,055 and increased operating expenses by $4,500,457.
Previous wording
Results of Operations for the Six Months Ended October 31, 2025 and 2024
Current wording
Results of Operations for the Nine Months Ended January 31, 2026 and 2025
Previous wording
*** ***Our net revenues were approximately $54.8 million for the six months ended October 31, 2025, a decrease of approximately $2.7 million or 4.8%, from approximately $57.5 million for the six months ended October 31, 2024. The decrease in net revenues was driven by decreased sales of Maison Monterey Park by $1.6 million, decreased sales of Maison Monrovia by $0.4 million, decreased sales of Maison San Gabriel by $0.6 million and decreased sales of Lee Lee stores by $0.2 million, as compared to the six months ended October 31, 2024. Our California-based supermarkets contributed $17.5 million in revenue during the six months ended October 31, 2025, a decrease of approximately $2.6 million, as compared to the six months ended October 31, 2024. The $2.6 million decrease was mainly due to high competition from nearby Asian supermarkets because there are too many supermarkets including Asia supermarkets in the surrounding area of our stores. For the six months ended October 31, 2025 and 2024, revenue for Maison El Monte were $753,579 and $3,139,482, respectively. We closed our Maison El Monte store on June 7, 2025 due to its continuous loss as well as our ongoing commitment to improve its profitability and support sustainable growth.
Current wording
Our net revenues were approximately $84.3 million for the nine months ended January 31, 2026, a decrease of approximately $5.5 million or 6.1%, from approximately $89.8 million for the nine months ended January 31, 2025. The decrease in net revenues was driven by decreased sales of Maison Monterey Park by $2.7 million, decreased sales of Maison Monrovia by $0.7 million, decreased sales of Maison San Gabriel by $1.2 million and decreased sales of Lee Lee stores by $0.9 million, as compared to the nine months ended January 31, 2025. Our California-based supermarkets contributed $26.2 million in revenue during the nine months ended January 31, 2026, a decrease of approximately $4.6 million, as compared to the nine months ended January 31, 2025. The $4.6 million decrease was mainly due to high competition from nearby Asian supermarkets because there are too many supermarkets including Asia supermarkets in the surrounding area of our stores. For the nine months ended January 31, 2026 and 2025, revenue for Maison El Monte were $753,579 and $4,968,775, respectively. We closed our Maison El Monte store on June 7, 2025 due to its continuous loss as well as our ongoing commitment to improve its profitability and support sustainable growth.
Previous wording
Cost of revenues includes cost of supermarket product sales and occupancy costs, which are store rent expense, depreciation for store property and equipment, inventory shrinkage costs and store supplies. The depreciation expense comes from machinery & equipment, such as refrigerators, water heaters, forklifts, and freezers and furniture & fixtures, such as metal shelves, shopping carts, and LED lights. Shrinkage costs are different for different types of products. For example, fruits and vegetables have a high allowance rate during the receiving and display process. The seafood and meat departments have a low allowance rate because the non-fresh products can freeze and sell for the same price or even higher price after being cut or sliced. The cost of revenues increased by $0.3 million, from $41.5 million for the six months ended October 31, 2024, to approximately $41.8 million for the six months ended October 31, 2025. The increase in cost of revenues was mainly from increased cost of revenues from Lee Lee stores by $2.5 million which was partly offset by decreased cost of revenues from our three California based supermarket by $2.3 million. For the six months ended October 31, 2025 and 2024, Cost of revenue for Maison El Monte were $767,419 and $2,745,358, respectively.
Current wording
Cost of revenues includes cost of supermarket product sales and occupancy costs, which are store rent expense, depreciation for store property and equipment, inventory shrinkage costs and store supplies. The depreciation expense comes from machinery & equipment, such as refrigerators, water heaters, forklifts, and freezers and furniture & fixtures, such as metal shelves, shopping carts, and LED lights. Shrinkage costs are different for different types of products. For example, fruits and vegetables have a high allowance rate during the receiving and display process. The seafood and meat departments have a low allowance rate because the non-fresh products can freeze and sell for the same price or even higher price after being cut or sliced. The cost of revenues decreased by $3.0 million, from $66.8 million for the nine months ended January 31, 2025, to approximately $63.8 million for the nine months ended January 31, 2026. The decrease in cost of revenues was mainly from decreased cost of revenues from our three California based supermarket by $3.8 million, which was partly offset by increased cost of revenues from Lee Lee stores by $0.8 million . For the nine months ended January 31, 2026 and 2025, Cost of revenue for Maison El Monte were $767,419 and $4,079,309, respectively.
Previous wording
Gross profit was approximately $13 million and $16 million for the six months ended October 31, 2025 and 2024, respectively. Gross margin was 23.7% and 27.9% for the six months ended October 31, 2025 and 2024, respectively. Our supermarkets’ sales profit margins decreased by 4.1% for the six months ended October 31, 2025 compared to the six months ended October 31, 2024. The decrease in our gross profit was mainly due to the increase cost of goods sold due to inflation. For the six months ended October 31, 2025 and 2024, gross profit (loss) for Maison El Monte were $(13,840) and $394,124, respectively. We sold products in Maison El Monte store at a big discount due to the closure of the store.
Current wording
Gross profit was approximately $20.6 million and $23.1 million for the nine months ended January 31, 2026 and 2025, respectively. Gross margin was 24.4% and 25.7% for the nine months ended January 31, 2026 and 2025, respectively. Our supermarkets’ sales profit margins decreased by 1.3% for the nine months ended January 31, 2026 compared to the nine months ended January 31, 2025. The decrease in our gross profit was mainly due to increased cost of goods sold resulting from the inflation. For the nine months ended January 31, 2026 and 2025, gross profit (loss) for Maison El Monte were $(13,840) and $889,466, respectively. We sold products in Maison El Monte store at a big discount due to the closure of the store.
Previous wording
Total operating expenses were approximately $14.2 million for the six months ended October 31, 2025, an increase of approximately $1.2 million, compared to approximately $13.0 million for the six months ended October 31, 2024. Total operating expenses as a percentage of revenues were 25.9% and 22.6% for the six months ended October 31, 2025 and 2024, respectively.
Current wording
Total operating expenses were approximately $24.5 million for the nine months ended January 31, 2026, an increase of approximately $5.7 million, compared to approximately $18.9 million for the nine months ended January 31, 2025. Total operating expenses as a percentage of revenues were 29.1% and 21.0% for the nine months ended January 31, 2026 and 2025, respectively.
Previous wording
The increase in operating expenses was primarily attributable to the increase in general and administrative expenses during the six months ended October 31, 2025 was primarily due to stock compensation expense increased by $1.1 million and increased other G&A expenses by $0.3 million, which was partly offset decreased professional expense by $0.3 million.
Current wording
The increase in operating expenses was primarily attributable to the increase in general and administrative expenses during the nine months ended January 31, 2026, was primarily due to stock compensation expense increased by $1.9 million, increased bad debt expense by $1.9 million, increased professional expense by $1.4 million, increased office expense by $0.2 million, increased repair and maintenance by $29,667 and increased loan service expense by $74,554.
Previous wording
The increase in selling expenses during the six months ended October 31, 2025 was primarily due to increased bank service fees by $132,422, increased computer expense by $28,323, increased delivery expense by $48,816, which was partly offset by decreased utilities expense by $65,449.
Current wording
The increase in selling expenses during the nine months ended January 31, 2026 was primarily due to increased bank service fees by $53,741, increased computer expense by $16,637 and increased auto expense by $10,348.
Previous wording
For the six months ended October 31, 2025 and 2024, total operating expenses for Maison El Monte were $322,507 and $1,084,578, respectively.
Current wording
For the nine months ended January 31, 2026 and 2025, total operating expenses for Maison El Monte were $322,507 and $1,651,665, respectively.
Previous wording
Other expenses were $3,366,675 for the six months ended October 31, 2025 compared to other expense of $386,627 for the six months ended October 31, 2024. For the six months ended October 31, 2025, other expenses mainly consisted of 1)investment loss of $848,493 from HKGF Arcadia, 2) loss on note conversion of $2,694,951, 3) unrealized loss on digital assets investment of $882,404, which was partly offset by change in fair value of derivative liability of $273,990 and other income of $785,183, which was mainly the $0.56 million consulting income from providing comprehensive consulting services focusing on enhancing operational efficiency, optimizing resource allocation, and supporting overall business growth to other non-related supermarkets.
Current wording
Other expenses were $4,991,121 for the nine months ended January 31, 2026 compared to other expense of $229,031 for the nine months ended January 31, 2025. For the nine months ended January 31, 2026, other expenses mainly consisted of 1) investment loss of $923,493, 2) change in fair value of derivative liability of $3,413,055, 3) unrealized loss on digital assets investment of $1,864,741, which was partly offset by other income of $1,210,168, which was mainly from the $0.98 million consulting income from providing comprehensive consulting services focusing on enhancing operational efficiency, optimizing resource allocation, and supporting overall business growth to other non-related supermarkets.
Previous wording
For the three months ended October 31, 2024, other expenses mainly consisted of investment loss from equity method investment of $226,274, which was partly offset by other income of $36,879.
Current wording
For the nine months ended January 31, 2025, other expenses mainly consisted of investment loss from equity method investment of $504,100, which was partly offset by other income of $275,069.
Previous wording
For the six months ended October 31, 2025, other expenses for Maison El Monte were $238,115. For the six months ended October 31,2024, other income for Maison El Monte were $7,208. For the six months ended October 31, 2025, other expenses mainly consisted of loss on disposal of store assets of $489,380, which was partly offset by other income by $260,150.
Current wording
For the nine months ended January 31, 2026, other expenses for Maison El Monte were $238,115. For the nine months ended January 31,2025, other income for Maison El Monte were $7,788. For the nine months ended January 31, 2026, other expenses mainly consisted of loss on disposal of store assets of $489,380, which was partly offset by other income by $260,150.
Previous wording
Interest expense was $620,320 for the three months ended October 31, 2025, an increase of $382,246 from $238,074 for the three months ended October 31, 2024. For the three months ended October 31, 2025, the interest expense was for the SBA loans, bank loan, convertible note and note payable arising from the acquisition of Lee Lee. For the three months ended October 31, 2024, the interest expense was for the SBA loans and note payable arising from the acquisition of Lee Lee.
Current wording
Interest expense was $1,991,562 for the nine months ended January 31, 2026, an increase of $1,309,654 from $681,908 for the nine months ended January 31, 2025. For the nine months ended January 31, 2026, the interest expense was for the SBA loans, bank loan, convertible note and note payable arising from the acquisition of Lee Lee. For the nine months ended January 31, 2025, the interest expense was for the SBA loans and note payable arising from the acquisition of Lee Lee.
Previous wording
For the six months ended October 31, 2025 and 2024, interest expense for Maison El Monte were $8,885 and $8,637, respectively.
Current wording
For the nine months ended January 31, 2026 and 2025, interest expense for Maison El Monte were $8,969 and $12,918, respectively.
Previous wording
Income tax expense was $231,867 for the six months ended October 31, 2025, a decrease of $957,898 from income taxes expense of $1,189,765 for the six months ended October 31, 2024. The decrease in income tax expense was mainly due to the taxable loss from Maison parent company, decreased taxable income for Maison Monterey Park supermarket, and increased taxable loss for our other two California-based supermarkets.
Current wording
Income tax expense was $282,260 for the nine months ended January 31, 2026, a decrease of $890,586 from income taxes expense of $1,172,846 for the nine months ended January 31, 2025. The decrease in income tax expense was mainly due to the taxable loss from Maison parent company, decreased taxable income for Maison Monterey Park supermarket, and increased taxable loss for our other two California-based supermarkets.
Showing the first 40 of 59 pairs. Open the source sections for the rest.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Income tax benefit was $88,676 for the three months ended October 31, 2025, a decrease of $649,661 from income taxes expense of $560,985 for the three months ended October 31, 2024. The decrease in income tax expense was mainly due to the net loss from Maison parent company, decreased taxable income for Maison Monterey Park supermarket, and increased taxable loss for our other two California-based supermarkets.