Marwynn Holdings, Inc.
For the period ended Apr 30, 2026. Filed Jul 30, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Jul 30, 2026
MWYN$1.42+2.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2025-04-30; filed 2025-08-08.
0001213900-25-073744
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2026-04-30; filed 2026-07-30.
0001213900-26-083383
Item 7. 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 119 previous paragraphs and 119 current paragraphs.
49 unchanged; 23 reworded; 46 added; 45 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 8 previous and 7 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 (46)
Current report
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Current report
Marwynn Holdings, Inc., or “Marwynn,” was incorporated on February 27, 2024 in Nevada, as a holding company. We currently operate, or are developing operations, in three principal business areas: (i) electronic waste recycling (“E-waste Business”) through EcoLoopX Corporation (“EcoLoopX”); (ii) advanced artificial intelligence application development and related infrastructure solutions (“AI & Infrastructure Services”) through NexaCore Technologies, Inc. (“NexaCore”); and (iii) food and non-alcoholic beverage supply chain and brand management services through FuAn Enterprise, Inc. (“FuAn”).
Current report
As part of our business diversification strategy, we incorporated EcoLoopX on November 25, 2025. Its current strategy is to develop direct e-waste recycling operations and the capability to produce “black mass,” an intermediate material derived from processed lithium-ion batteries that may contain recoverable metals such as lithium, nickel, cobalt and copper.
Current report
On June 9, 2026, EcoLoopX hired Frank Xu as its sales director. Mr. Xu is responsible for diversifying EcoLoopX’s e-waste collection channels, developing corporate business-to-business electronic disposal networks, and supporting business development initiatives throughout the United States. Currently, EcoLoopX purchases scrapped copper from e-waste recycling plants for sale.
Current report
On March 27, 2026, we incorporated NexaCore to explore opportunities involving advanced artificial intelligence application development and related infrastructure solutions, which we refer to as our “AI & Infrastructure Services.” NexaCore remains in the development stage, and we are continuing to evaluate potential technologies, projects, commercial relationships and business models in this sector.
Current report
Food and Beverage Services
Current report
Through FuAn, we provide food and beverage supply chain and brand management services in the United States. FuAn was incorporated in California on April 18, 2016 and historically focused on sourcing authentic premium Asian foods, snacks and non-alcoholic beverages, distributing branded products in the U.S. market, and providing related brand management services.
Current report
Beginning in early 2025, increased tariffs on goods imported from China adversely affected FuAn’s traditional sourcing model. In response, we began transitioning our product portfolio from imported Asian food and beverage products toward domestically sourced products. This transition remains ongoing.
Current report
Recent Development
Current report
On October 27, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Reli Home Décor Inc., a California corporation (the “Buyer”), solely for the purposes of selling all of the shares it owns in its wholly owned subsidiary, Grand Forest. On December 22, 2025, the Company completed the sale of all of its equity interests of Grand Forest to the Buyer. Following the sale of Grand Forest, the Company is no longer an indoor home improvement supply chain provider.
Current report
On November 25, 2025, the Company incorporated EcoLoopX Corporation to explore and develop our E-waste Business. On June 9, 2026, the Company hired Frank Xu as Sales Director for EcoLoopX to focus on diversifying its e-waste collection channels, building out corporate B2B electronic disposal networks, and supporting business development initiatives throughout the United States.
Current report
On March 27, 2026, the Company incorporated Nexacore Technologies, Inc. to explore and develop our business for AI & Infrastructure Services.
Current report
As a result, for our Food and Beverage Services, we are actively pursuing alternative sourcing strategies and diversifying our supply base. During the quarter ended April 30, 2026, we had two primary vendors located in Taiwan and New Zealand. As we continue to try 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.
Current report
As our growth strategy develops, we have reallocated its strategic emphasis toward an energy and technology-focused business. See “Risk Factors” for additional information.
Current report
We face intense competition across all of our targeted operating segments. The big data AI platform sector is dominated by well-capitalized technology companies with established infrastructure and stable cooperations among partners, while the e-waste and battery recycling markets include both legacy processors and rapidly growing specialized firms with advanced or patented processing technologies. Similarly, the food and beverage supply chain industry is highly fragmented and competitive. We anticipate incurring significant upfront capital expenditures and operating expenses to build out our AI infrastructure and physical battery processing capabilities. Because these development cycles are highly capital-intensive and time-consuming, we do not anticipate generating material revenue or achieving substantial commercial milestones from these new business lines in the near term.
Current report
Within the e-waste segment specifically, the e-waste reverse supply chain industry is highly competitive and includes established recycling companies, third-party logistics providers, environmental service firms, and specialized supply chain coordinators. Key participants range from large integrated waste management companies such as Waste Management, Inc. and Republic Services, Inc. to dedicated e-waste recyclers such as Sims Lifecycle Services. In addition, smaller regional operators and logistics-focused service providers compete for vendor relationships and compliance-driven contracts.
Current report
Revenues from continuing operations
Current report
Sales of Recyclable Materials (part of our E-Business Services)
Current report
Revenue from sales of recyclable materials accounted for 70.71% and nil of total revenues for the years ended April 30, 2026 and 2025, respectively. Revenue from sales of recyclable materials increased by $3,000,000, or 100% from nil for the year ended April 30, 2025 to $3,000,000 for the year ended April 30, 2026. We started our recyclable service in January 2026 through focusing on coordination, sourcing, logistics management, documentation facilitation, vendor and partner engagement, and compliance support related to discarded electronic products.
Current report
Costs of Revenues associated with continuing operations
Current report
Our cost of revenue from sale of recyclable materials was $2,912,621 and nil for the years ended April 30, 2026 and 2025, respectively. Our cost of revenues from sale of recyclable e-waste materials primarily consisted of purchasing recyclable materials.
Current report
Results of Operations
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Revenues from continuing operations
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Cost of revenues associated with continuing operations
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The gross profit for the years ended April 30, 2026 and 2025 was $650,475 and $375,755, respectively, an increase of $274,720 or 73.11%. The blended gross profit margin was 15.34% for the year ended April 30, 2026 compared with 46.72% for the same period in 2025. Gross profit for sale of food and beverage decreased by 93.53% for the year ended April 30, 2026. Gross profit for consulting services increased by 549.03% for the year ended April 30, 2026. Gross profit from the sale of recyclable materials increased by 100.0% for the year ended April 30, 2026, primarily driven by new business that commenced in January 2026.
Current report
Selling expenses associated with continuing operations
Current report
Our selling expenses were $1,251,738 for the year ended April 30, 2026, compared to $1,392,569 for the year ended April 30, 2025, representing a decrease of $140,831, or 10.11%. The decrease in the selling expenses was mainly due to (1) decreased payroll expenses of $100,000, or 100.00%, (2) decreased trade shows expenses of $30,479, or 100.00%, and (3) a slight decrease in advertising and marketing expenses of $10,500, or 0.83%. The decrease was no significant, as the Company maintained a constant level of spending on advertising, marketing, and consulting services to support business development, market expansion, supply chain management, and strategic financial planning. Selling expenses accounted for 29.50% and 173.13% of our total revenues for the years ended April 30, 2026 and 2025, respectively.
Current report
General and administrative expenses associated with continuing operations
Current report
Our general and administrative expenses were $2,678,602 for the year ended April 30, 2026, compared to $3,337,421 for the year ended April 30, 2025, reflecting a decrease of $658,821 or 19.74%. The decrease in general and administrative expenses was mainly due to decreased professional fee by $1,008,073 or 37.99% as compared to the same period of 2025, resulting from decreased consulting expenses for financial advisory services, decreased travel expense by $78,943 or 94.36%, decreased meal and entertainment expenses by 44,633 or 99.96%, decreased subcontract labor cost by $32,500 or 100.00%, and decreased payroll expenses by $104,470 or 59.91%, which was mainly from decreased gross pay of one of employees of FuAn. The decreased general administrative expenses were partly offset by increased legal expense related to disposal of subsidiary by $357,212 or 1,378.35%, increased rent expense by $78,988 or 105.77% resulting from new office lease of Marwynn, increased director compensation expense by $64,857 or 41.76%, and increased insurance expenses by $82,749, or 217.32%, which was mainly due to increased directors and officers insurance expenses. General and administrative expenses accounted for 63.13% and 414.93% of our total revenues for the years ended April 30, 2026 and 2025, respectively.
Current report
Other income (expenses), net
Current report
Net loss from continuing operations
Current report
We had a net loss from continuing operations of $3,273,286 for the year ended April 30, 2026, compared to $4,365,504 for the year ended April 30, 2025, representing a decrease of $1,092,218, or 25.02%. The increase in our net loss from continuing operations was mainly due to decreased operating expenses and increased gross profit as described above.
Current report
Loss from discontinued operations
Current report
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 loss from discontinued operations of $32,973 for the year ended April 30, 2025, representing an increase in net loss from discontinued operations of $613,683, or 1,861.17%.
Current report
Net loss
Current report
However, as reflected in the accompanying consolidated financial statements, the Company had net loss from continuing operations of approximately $3.27 million for the year ended April 30, 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 $1.75 million for the year ended April 30, 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.
Current report
Net cash provided by operating activities from discontinued operations was $198,788 and $1,170,926 for the year ended April 30, 2026 and 2025.
Current report
Net cash used in investing activities from continuing operations was $580,000 for the year ended April 30, 2026, compared to $13,080 for the same period in 2025. The net cash used in investing activities from continuing operations in 2026 mainly consisted of loans made to Bio Essence Pharmaceutical totaling $330,000, loans made to Valemi Inc. totaling $500,000 and other receivable on discontinued subsidiary of $300,000 , which was partly offset by receivable from disposal of subsidiary of $550,000. The net cash used in investing activities from continuing operations in 2025 mainly consisted of purchase of furniture and fixtures of $13,080.
Current report
Net cash used in investing activities from discontinued operations was $207,224 and $56,772 for the year ended April 30, 2026 and 2025.
Current report
Net cash used in financing activities from discontinued operations was $382,428 and $1,025,179 for the year ended April 30, 2026 and 2025.
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Removed paragraphs (45)
Previous report
Marwynn Holdings, Inc. (“Marwynn” or the “Company”) was incorporated in the state of Nevada on February 27, 2024. The Company is a holding company with no material operations of its own, Marwynn conducts substantially all its operations through its wholly-owned subsidiaries FuAn Enterprise, Inc (“FuAn”) and Grand Forest Cabinetry Inc (“Grand Forest”).
Previous report
FuAn was incorporated in the state of California on April 18, 2016. FuAn is a food and non-alcoholic beverage supply chain company that specializes in connecting businesses between different regions, particularly between Asia and the U.S. FuAn’s comprehensive supply chain services include the sourcing of Asian food, snacks, and non-alcoholic beverages, and distributing branded goods to mainstream markets, grocery stores and wholesale/warehouse clubs in the U.S. In addition, FuAn provides supply chain consulting, and market expansion support for businesses. With a focus on sourcing Asian foods and non-alcoholic beverages, FuAn aims at becoming a leading importer and distributor of premium Asian foods and non-alcoholic beverages to the U.S. markets.
Previous report
Grand Forest was incorporated in the state of California on February 22, 2021. Grand Forest is an indoor home improvement supply chain provider that focus on providing high-quality kitchen cabinets, flooring, and home improvement products sourced from international suppliers. Grand Forest focuses on sourcing high-quality products from reliable overseas suppliers and distributing them to customers across the U.S.
Previous report
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.
Previous report
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.
Previous report
If tariffs escalate or global inflationary trends persist, our customers may face greater economic strain, which could in turn affect demand for our products. We remain focused on maintaining operational flexibility and adapting our supply chain to navigate these uncertainties and support long-term business performance. See “Risk Factors” under Part II, Item 1A of this report for more information.
Previous report
The supply chain industry is highly competitive, with a wide range of players offering various services such as logistics, transportation, warehousing, and distribution. Competitors range from large multinational corporations to small and medium-sized enterprises, each with their own strengths and capabilities. Supply chain disruptions often occur due to natural disasters or geopolitical events. We see talent shortage and skills gap in supply chain management. We also face regulatory compliance and trade restrictions. Security and data privacy are also concerns in global trade as well as fluctuations in exchange rates and raw material prices.
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Competition for sale of food and beverage varies and includes market demand, supplier relationships, logistics and distribution, regulatory compliance and expanding into new markets. Satisfying diverse consumer preferences and staying ahead of trends are imperative.
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The home remodeling business is highly competitive, fragmented, and evolving. As a result, competition for customers for our products and services from a variety of retailers, suppliers, service providers, and distributors and manufacturers that sell products directly to their respective customer bases. These competitors range from suppliers like us, to multi-channel, to exclusively online retailers. The internet facilitates competitive entry and increases the level of competition we face for customer experience, price transparency, quality, product availability and assortment, and delivery options.
Previous report
Revenues
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Sales of indoor home improvement products
Previous report
Sales of indoor home improvement products accounted for 92.76% and 72.38% of total sales for the years ended April 30, 2025 and 2024, respectively. Sales of indoor home improvement products increased by $1,673,040, or 19.39% from $8,627,987 for the year ended April 30, 2024 to $10,301,027 for the year ended April 30, 2025. The increase in our sales was mainly due to the addition of new products and increased sales orders for cabinets as a result of our efforts to expand our wholesale business. For the year ended April 30, 2025, we had total sales orders of approximately 6,420 pieces, an increase of 1,712 sales orders or 36.36%, compared with 4,708 sales orders in the year ended April 30, 2024.
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Costs of Revenues
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Cost of revenues for sale of indoor home improvement products increased by $1,124,007, or 23.18%, from $4,849,898 for the year ended April 30, 2024, to $5,973,905 for the year ended April 30, 2025. Our cost of revenues from sale of indoor home improvement products primarily includes inventory costs, storage, freight costs, damaged product disposals and packaging. The increase in our cost of sales for sale of indoor home improvement products was mainly due to the increase in our sales despite having decreased inventory purchase price and freight costs. Average purchase price for cabinets was $100 — $110 each for the year ended April 30, 2025 compared with $100 — $110 each for the year ended April 30, 2024. Average purchase price for flooring was $32 per box for the year ended April 30, 2025 compared with $32 per box for the year ended April 30, 2024. Average purchase price for marble and quartz was approximately $20 less per piece in the year ended April 30, 2025 compared with April 30, 2024.
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Revenues
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We imported and distributed new products with total revenue of $624,846 during the year ended April 30, 2025. We are working with a few large food distributers and vendors in Asia to bring more authentic premium Asia foods to the U.S.
Previous report
We sold 38,567 cabinets with average selling price of $149.30 each during the year ended April 30, 2025 compared with 30,828 cabinets with average selling price of $171.28 each during the year ended April 30, 2024. We sold 5,516 boxes of flooring with average selling price of $44.69 per box during the year ended April 30, 2025 compared with 5,730 boxes of flooring with average selling price of $47.97 per box during the year ended April 30, 2024. We sold 9,325 pieces of engineered marble or quartz with average selling price of $187.87 per piece during the year ended April 30, 2025 compared with 5,782 pieces of quartz with average selling price of $229.57 per piece during the year ended April 30, 2024. Our average selling price decreased significantly during the year ended April 30, 2025, which was a result of our strategic change of our operations by focusing to develop wholesale customers starting from fiscal year 2024. Selling price to wholesale customers was significantly lower than the selling price to retail customers but the sales quantity for each order was usually larger.
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Cost of revenues
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The gross profit for the years ended April 30, 2025 and 2024 was $4,702,877 and $5,335,601, respectively, a decrease of $632,724 or 11.86%. The blended gross profit margin was 42.35% for 2025 compared with 44.76% for 2024. Gross profit for sale of food and beverage decreased by 80.14% in 2025 due to decreased sales to Costco. Gross profit for sale of indoor home improvement products increased by 14.53% in 2025 due to our expansion of wholesale business, for which we offered more discounts to our wholesale customers. Gross profit for consulting services decreased by 4.18% in 2025.
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Selling expenses
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Our selling expenses were 1,858,167 for the year ended April 30, 2025, as compared to $737,121 for the year ended April 30, 2024, representing an increase of $1,121,046, or 152.08%. The increase in the selling expenses was mainly due to 1) increased advertising and marketing expenses by $1,228,441 or 2,455.65%, in order to attract new customers, increase our market share and improve operation efficiency, we entered a few consulting agreements for business development, market expansion, supply chain management, and strategic financial plan and support advisory services, and 2) increased payroll expenses by $143,682 or 36.83% due to increased employees; which was partly offset by 1) decreased shipping expenses by $33,479 or 90.92% as compared to the same period in 2024 resulting from significantly decreased sales to Costco, and 2) decreased sales commission expenses by $224,488 or 99.52%. Selling expenses accounted for 16.73% and 6.18% of our total revenues for the years ended April 30, 2025 and 2024, respectively.
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General and administrative expenses
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Our general and administrative expenses were $7,210,243 for the year ended April 30, 2025, as compared to $3,207,995 for the year ended April 30, 2024, reflecting an increase of $4,002,248 or 124.76%. The increase in general and administrative expenses included increased payroll expense, professional fee, rent expenses, depreciation and amortization, travel expense, bad debt expense, insurance expense and meal and entertainment expenses, which was partly offset by decreased products testing fee.
Previous report
The payroll expense increased by $472,597 or 46.01% as compared to the same period in 2024, the increase was mainly from increased number of employees and increased hourly rate, which was adjusted to respond to the general inflation in US. Professional fee increased by $2,593,653 or 2,151.18% as compared to the same period in 2024, resulting from audit, accounting and consulting related costs. Rent expense increased by $175,128 or 12.94% as compared to the same period in 2024, which was mainly due to the initiation of the Company’s new office and warehouse lease in 2024. Travel expenses increased by $47,983, or 81.10%, compared to the same period in 2024, primarily due to increased travel activities for business development. Insurance expenses increased by $11,647, or 20.42% as compared to the same period in 2024, which was mainly due to the increased director and officer insurance expenses. Meal and entertainment expenses increased by $26,498 or 75.85% as compared to the same period of 2024 for establishing and enhancing customer relations. Depreciation and amortization expenses increased by $52,943 or 37.00%, as compared to the same period of 2024, which was mainly due to the purchase of fixed asset and acquisition of intangible assets. Bad debt expenses increased by $569,637 or 1,53400% as compared to the same period of 2024. The increase in general and administrative expenses was partly offset by decreased products testing fee by $41,175 or 100.00% as compared to the same period of last year.
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General and administrative expenses accounted for 64.93% and 26.91% of our total revenues for the years ended April 30, 2025 and 2024, respectively.
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Other income (expense), net
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Income tax provision
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Income tax benefit were $2,930 for the year ended April 30, 2025, representing a decrease of $366,665 or 100.81% from $363,735 income tax expense for the year ended April 30, 2024, due to decreased taxable income of Grand Forest. Marwynn, FuAn and Grand Forest file separate income tax returns.
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Net income (loss)
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As of April 30, 2025, we also recorded a total of approximately $0.15 million loans payable (including approximately $0.1 million short-term loan, $12,547 short-term auto loan and $33,518 long-term auto loan). We expect that we will be able to continue borrowing under our existing facilities based on past experience, our good credit history, and well-established relationship with the lenders.
Previous report
As of April 30, 2025, we had due to related parties balance of approximately $0.68 million. The balance of due to related parties was comprised of advances from our related parties and was used for working capital during our normal course of business. This due to related parties was memorialized pursuant to unsecured promissory notes between Grand Forest and the holders. The unsecured promissory notes are payable on demand on or after August 1, 2025, and carry no interest. In the absence of any demand, the entire principal shall be due on July 31, 2029.
Previous report
However, as reflected in the accompanying consolidated financial statements, the Company had net loss of approximately $4.40 million for the year ended April 30, 2025 and cash outflow from operating activities of approximately $5.27 million for the year ended April 30, 2025. The management plans to increase its revenue of FuAn by diversifying its markets from major mass market channels to ethnic supermarkets chains. In addition, FuAn has already finished the setup process to become a vendor to some major food distributors. The Company expects to increase sales through its distribution channels in the next quarter. The Company plans to increase Grand Forest’s revenue by providing more customized products to current customers. Also, the Company plans to expand the market for its products to southern California. The Company is discussing with Los Angeles, California-based distributors about the potential opportunity of setting up a Los Angeles regional office. The Company believes the expanded sales force will strengthen the relationship of its long-time customers based in southern California and help to increase overall sales. The Company had unsecured promissory notes with several stockholders with a total balance of $ 0.68 million as of April 30, 2025. These unsecured promissory notes are payable on demand on or after August 1, 2025, and carry no interest. In the absence of any demand, the entire principal should be due on July 31, 2029. Management also intends to raise additional funds by way of a private or public offering, or by obtaining loans from banks or others.
Previous report
Net cash used in investing activities was $69,852 for the year ended April 30, 2025, compared to $377,950 in 2024. For the year ended April 30, 2025, we purchased fixed assets for $69,852. For the year ended April 30,2024, we purchased fixed assets for $127,950, and acquisition of intangible assets for $250,000.
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Debts
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Loan from third party
Previous report
On June 9, 2020, KZS entered into a loan agreement with KZ Kitchen Cabinet & Stone, Inc., an unrelated party whereby KZS borrowed $100,000, with an annual interest rate of 4.75% payable monthly, and the loan principal to be repaid at maturity on June 9, 2025. Upon a breach of the agreement, interest will accrue at a compound rate of 10% per annum and KZ Kitchen Cabinet & Stone, Inc., may declare the unpaid principal balance together with all accrued but unpaid interest thereon and all other sums owed to it under the agreement, immediately due and payable. As of this report date, the Company is in the process to extend this loan.
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Following the Reorganization, this loan became an obligation of the Company.
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Commitments and Contractual Obligations
Previous report
The Company’s contractual obligations as of April 30, 2025, are as follows:
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Reworded paragraphs (23)
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 business relies heavily on international supply chains and imported products, including food, non-alcoholic beverages, kitchen cabinets, flooring, and other home improvement goods. 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, particularly for our food and cabinetry product lines, which are more reliant on imports from affected regions.
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. Our current food and non-alcohol beverage business relies on international supply chains and imported products. This dependence exposes us to risks associated with shifting global trade policies, tariffs, and geopolitical tensions and may increase our cost of goods sold.
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. We are actively working with 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 year ended April 30, 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, (ii) sale of indoor home improvement products, and (iii)** **consulting services. The following table presents our revenue 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, part of our E-Waste Business. 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 5.63% and 26.07% of total sales for the years ended April 30, 2025 and 2024, respectively. Sales of food and beverage decreased by $2,482,737 or 79.89% from $3,107,583 for the year ended April 30, 2024 to $624,846 for the year ended April 30,2025. The decrease in our sales was primarily due to significantly reduced purchase orders from Costco, one of our largest customers, particularly in demand for White Rabbit ice cream. 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. We are also working with Costco on bringing more new products to their stores.
Current wording
Sales of food and beverage accounted for 13.44% and 77.68% of total sales for the years ended April 30, 2026 and 2025, respectively. Sales of food and beverage decreased by $54,478 or 8.72% from $624,846 for the year ended April 30, 2025 to $570,368 for the year ended April 30, 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
Sales from consulting services accounted for 1.61% and 1.55% of total revenues for the years ended April 30, 2025 and 2024, respectively. Revenue from consulting services decreased by $5,513, or 2.98% from $185,000 for the year ended April 30, 2024 to $179,487 for the year ended April 30, 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 15.85% and 22.32% of total revenues for the years ended April 30, 2026 and 2025, respectively. Revenue from consulting services increased by $493,011, or 274.68% from $179,487 for the year ended April 30, 2025 to $672,498 for the year ended April 30, 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
We derive our costs from (i) sale of food and beverage, (ii) sale of indoor home improvement products, and (iii) 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 (part of our E-Business Services). 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 $1,304,642, or 79.67% from $1,637,583 for the year ended April 30, 2024, to $332,941 for the year ended April 30, 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 decreased sales volume resulting from decreased purchase orders from Costco, we did not have any orders from Costco for the year ended April 30, 2025 while we had 43 orders from Costco for the year ended April 30, 2024. We also had reduced storage fees and freight costs. The average purchase price for White Rabbit ice cream was $18.00 per case for the year ended April 30, 2024.
Current wording
Cost of revenues from sale of food and beverage increased by $218,541, or 65.64% from $332,941 for the year ended April 30, 2025, to $551,482 for the year ended April 30, 2026. Our cost of revenues from sale of food and beverage primarily includes inventory costs, storage and freight costs. The increase in our cost of revenues for sale of food and beverage was mainly due to higher purchase costs of food and beverage products for the year ended April 30, 2026.
Previous wording
Comparison of the year ended April 30, 2025 and 2024
Current wording
Comparison of the years ended April 30, 2026 and 2025
Previous wording
Sales for the years ended April 30, 2025 and 2024 were $11,105,360 and $11,920,570, respectively, a decrease of $815,210 or 6.84%. The decrease of sales in 2025 was primarily attributed to decreased sale of food imports and distribution by $2,482,737 and decreased consulting services by $5,513, which was partly offset by increased indoor home improvement products by $1,673,040.
Current wording
Revenues for the years ended April 30, 2026 and 2025 were $4,242,866 and $804,333, respectively, an increase of $3,438,533 or 427.50%. The increase of revenues was primarily attributed to increased sale of recyclable e-waste materials by $3,000,000 and consulting services by $493,011, partially offset by decreased sale of food imports and distribution by $54,478.
Previous wording
Cost of revenues for the year ended April 30, 2025, and 2024 was $6,402,483 and $6,584,969, respectively, a decrease of $182,486 or 2.77%. The decrease in cost of revenues in 2025 was primarily attributed to decreased cost from sale of food and beverage by $1,304,642, or 79.67%, which was partly offset by increased cost from indoor home improvement products by $1,124,007 or 23.18%. Cost of revenues for sale of food and beverage as a percentage of total revenues was 3.00% and 13.74%, respectively, for the years ended April 30, 2025 and 2024. Cost of revenues for indoor home improvement products as a percentage of total revenues was 53.79% and 40.69%, respectively, for the years ended April 30, 2025 and 2024. Cost of revenues for consulting services as a percentage of total revenues was 0.86% and 0.82%, respectively, for the years ended April 30, 2025 and 2024.
Current wording
Cost of revenues for the years ended April 30, 2026 and 2025 was $3,592,391 and $428,578, respectively, an increase of $3,163,813 or 738.21%. The increase in cost of revenues in the same period of 2026 was primarily attributed to increased cost from sale of recyclable e-waste materials by $2,912,621, or 100.00%, increased cost in sale of food and beverage by $218,541, or 65.64%, and increased cost in consulting service by $32,651, or 34.14%. Cost of revenues for sale of food and beverage as a percentage of total revenues was 13.00% and 41.39%, respectively, for the years ended April 30, 2026 and 2025. Cost of revenues for consulting services as a percentage of total revenues was 3.02% and 11.89%, respectively, for the years ended April 30, 2026 and 2025. Cost of revenues for sale of recyclable e-waste materials as a percentage of total revenues was 68.65% and nil, respectively, for the years ended April 30, 2026 and 2025.
Previous wording
Gross profit and gross margin
Current wording
Gross profit and gross margin associated with continuing operations
Previous wording
Other expenses was $35,874 for the year ended April 30, 2025, compared to other expenses of $28,675 for the year ended April 30, 2024. For the year ended April 30, 2025, other expenses mainly consisted of interest expense of $33,196, and other expenses of $5,562, which was partly offset with other income of $2,884. For the year ended April 30, 2024, other expenses mainly consisted of interest expense of $27,835, other expense of $1,581, which was partly offset by other income $741.
Current wording
Other income were $50,386 for the year ended April 30, 2026, compared to other expenses of $5,096 for the year ended April 30, 2025. For the year ended April 30, 2026, other income mainly consisted of other income of $2,803, and interest income of $55,847, which was partly offset with other expenses of $7,307, and interest expense of $957. For the year ended April 30, 2025, other expenses mainly consisted of other expenses of $3,830 and interest expense of $1,290, which was partly offset with other income of $24.
Previous wording
As a result of the above, we had a net loss of $4,398,477 for the year ended April 30, 2025, compared to net income $998,075 for the year ended April 30, 2024, a decrease of net income of $5,396,552 or 540.70%, which was mainly resulting from decreased revenue and increased audit, accounting and consulting fee, rent expense and payroll costs.
Current wording
As a result of the above, we had a net loss of $3,919,942 for the year ended April 30, 2026, compared to a net loss of $4,398,477 for the year ended April 30, 2025, representing a decrease of net loss of $478,535 or 10.88%. The decrease was mainly resulting from decreased professional fee and increased 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 consolidated financial statements, we had cash balance of approximately $1.26 million as of April 30, 2025. We also had accounts receivable balance of approximately $1 million as of April 30, 2025, among which approximately $299,789 or 28.1% 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 consolidated financial statements, we had cash balance of $152,250 as of April 30, 2026. We also had accounts receivable, net balance of $764,562 as of April 30, 2026, among which $50,000 has been collected as of the date of this report.
Previous wording
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. Based on the current operating plan, management believes that the above-mentioned measures collectively will provide sufficient liquidity for our Company to meet its future liquidity and capital requirements for at least 12 months from the issuance date of the consolidated financial statements.
Current wording
Our working capital amounted to approximately $2.45 million as of April 30, 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
The following table summarizes our cash flows for the years ended April 30,2025 and 2024, respectively.
Current wording
The following table summarizes our cash flows for the years ended April 30,2026 and 2025, respectively.
Previous wording
Net cash provided by (used in) operating activities
Current wording
Net cash used in operating activities
Previous wording
Net cash outflow from operating activities increased by $6,321,044 for the year ended April 30, 2025 comparing with the year ended April 30, 2024, mainly resulting from a) decreased net income by $5,396,552 with add-back of non-cash adjustments to net loss by 673,242, b) increased cash outflow on inventory by $427,152, c) increased cash outflow on prepaid expenses and other current assets by $3,176,394, d) increased cash outflow on tax payable by $637,548, e) increased cash outflow on operating lease liabilities by $259,680, f) increased cash outflow on accrued expenses and other current liabilities by $58,951, which was partly offset by g) decreased cash outflow on accounts receivable by $834,563, and h) increased cash inflow from account payable by $2,121,959.
Current wording
Net cash outflow from operating activities from continuing operations decreased by $4,697,187 for the year ended April 30, 2026 comparing with the year ended April 30, 2025, mainly resulting from (a) decreased net loss from continued operations of $478,535 with adding back of non-cash adjustments to net loss by 82,527, (b) decreased cash outflow on prepaid expenses and other current assets by $5,067,718, (c) decreased cash outflow on finance lease liabilities by $1,176,744, (d) decreased cash outflow on accrued expense and other current liabilities by $238,675, (e) decreased cash outflow on income tax payable by $138,001 and (f) decreased cash outflow on advance from customers by $50,385, which was partly offset by (a) increased cash outflow on advance to vendors by $599,800, (b) increased cash outflow on accounts receivable by $1,377,884, (c) decreased cash inflow on operating lease liabilities by $1,166,187, and (d) increased cash outflow on accounts payable by $5,210.
Previous wording
Net cash provided by financing activities was $5,239,180 for the year ended April 30, 2025, compared to net cash provided in financing activities of $614,445 for the year ended April 30, 2024. The net cash provided by financing activities in 2025 mainly consisted of increase of new auto loan of $47,906 and proceeds from issuance of common stock of $6,458,713, which was partly offset by repayment of bank loan of $500,000, loan to shareholder of $193,853, repayment to related parties of $535,881, and repayment of auto loan of $37,705. The net cash provided by financing activities in 2024 mainly consisted of proceeds from issuance of common and preferred stock of $800,030 and proceeds from bank loan of $500,000, which was partly offset by repayment to stockholders of $666,358 and repayment of auto loan payable of $19,227.
Current wording
Net cash provided by financing activities from continuing operations was $1,607,213 for the year ended April 30, 2026, compared to net cash provided by financing activities from continuing operations of $6,264,359 for the year ended April 30, 2026. The net cash provided by financing activities from continuing operations in 2026 mainly consisted of repayment of loan from shareholder of $193,853 and proceeds from issuance of common stock of $1,413,360. The net cash provided by financing activities from continuing operations in 2025 mainly consisted of proceeds from issuance of common stock of $6,458,713 but offset with loan to shareholder of $194,354.
Previous wording
The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates and judgments include, but are not limited to, revenue recognition, sales return allowance, the allowance for bad debt, valuation allowance of deferred tax assets, income taxes, the useful lives of long-lived assets and assumptions used in assessing impairment of long-lived assets. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual amounts may differ from the estimated amounts, such differences are not likely to be material.
Current wording
The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates and judgments include, but are not limited to, revenue recognition, sales return allowance, the allowance for credit losses, valuation allowance of deferred tax assets, income taxes, the useful lives of long-lived assets and assumptions used in assessing impairment of long-lived assets. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual amounts may differ from the estimated amounts, such differences are not likely to be material.
Previous wording
Accounts receivable represent the amounts that the Company has an unconditional right to consideration, which are stated at the historical carrying amount net of allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including historical losses, the age of the receivable balance, the customer’s historical payment patterns, its current credit-worthiness and financial condition, and current market conditions and economic trends. Accounts are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of April 30, 2025 and 2024, the Company had allowance for credit losses of $557,201 and $24,698, respectively.
Current wording
Accounts receivable represent the amounts that the Company has an unconditional right to consideration, which are stated at the historical carrying amount net of allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including historical losses, the age of the receivable balance, the customer’s historical payment patterns, its current credit-worthiness and financial condition, and current market conditions and economic trends. Accounts are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of April 30, 2026 and 2025, the allowance for credit losses related to continuing operations were $47,935 and nil, respectively. As of December 22, 2025 and April 30, 2025, the allowance for credit losses for discontinued operations were $557,201 and $557,201, respectively.
Previous wording
The Company derives its revenues primarily from two business segments to provide (i) food and beverage supply chain and brand management services, and (ii) indoor home improvement products to dealers and retail customers and sales of indoor home improvement products to customers.
Current wording
The Company derives its revenues primarily from three business segments to provide (i) food and beverage supply chain and brand management services, (ii) Consulting service related to brand management and (iii) sale of recyclable e-waste materials.
Previous wording
For food and beverage and indoor home improvement product sales, the Company accrues estimated sales returns based on past experience and current trend of product sales. The allowance for sales returns as of April 30, 2025 and 2024 amounted to $205,988 and $205,988, respectively.
Current wording
For food and beverage, the Company accrues estimated sales returns based on past experience and current trend of product sales. There was no allowance for sales returns for continuing operations as of April 30, 2026 and 2025. As of December 22, 2025 and April 30, 2025, the allowance for sales returns for discontinued operations were 205,988 and $205,988, respectively.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Net cash used in financing activities
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Our working capital amounted to approximately $3.61 million as of April 30, 2025.
Previous report — wording carried elsewhere
Net cash provided by financing activities