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$1.34-3.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibits, Financial Statement Schedules
| (a) | Financial Statements and Financial Statement Schedules. |
| (1) | Financial Statement |
The following financial statements of the Company, and the Report of Independent Registered Public Accounting Firm, are included in this Report:
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 6907) | F-2 |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 7154) | F-3 |
| Consolidated Balance Sheets as of April 30, 2026 and 2025 | F-4 |
| Consolidated Statements of Operations for the Years Ended April 30, 2026 and 2025 | F-5 |
| Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended April 30, 2026 and 2025 | F-6 |
| Consolidated Statements of Cash Flows for the Years Ended April 30, 2026 and 2025 | F-7 |
| Notes to the Consolidated Financial Statements | F-8 |
| (2) | Financial Statement Schedules |
All schedules have been omitted because the required information is included in the financial statements or notes thereto or because they are not required.
| (3) | Exhibits |
The exhibits required by Item 601 of Regulation S-K are listed in subparagraph (b) below.
| (b) | Exhibits Schedule |
The following exhibits are filed with this Report:
| Exhibit No. | Description |
| 2.1 | Securities Purchase Agreement Entered into Between the Company and Reli Home Décor Inc., Dated October 27, 2025 (Incorporated herein by reference to Exhibit 2.1 to the Issuer’s current report on Form 8-K, filed with the SEC on October 28, 2025) |
| 3.1 | Amended and Restated Articles of Incorporation (Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025) |
| 3.2 | Amended and Restated Bylaws (Incorporated herein by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on February 18, 2025) |
| 3.3 | Second Amended and Restated Articles of Incorporation (Incorporated herein by reference to Exhibit 3.1 to the Issuer’s current report on Form 8-K, filed with the SEC on December 23, 2025) |
| 4.1 | Specimen Stock Certificate Evidencing the Shares of Common Stock (Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025) |
| 4.2 | Form of The Representative’s Warrant Agreement (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 14, 2025) |
| 4(vi) | Description of Securities (Incorporated herein by reference to Exhibit 4(vi) to the Issuer’s annual report on Form 10-K, filed with the SEC on August 8, 2025) |
| 10.1 | Form of Independent Director Agreement (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025) |
| 10.2† | Form of Indemnification Agreement (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025) |
| 10.3 | Form of Lock-Up Agreement (Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025) |
| 10.4† | 2024 Amended and Restated Equity Incentive Plan (Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025) |
| 10.5 | Form of Nonqualified Stock Option Agreement (Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025) |
| 10.6 | Unsecured Promissory Note Between H&S Construction and Grand Forest Cabinetry, Inc in the Amount of $103,463 (Incorporated herein by reference to Exhibit 10.6 to the Registrant’s Registration Statement, as amended, on Form S-1 filed with the SEC on February 18, 2025) |
| 10.7 | Unsecured Promissory Note Between Fulai Wang and Grand Forest Cabinetry, Inc in the Amount of $250,000 (Incorporated herein by reference to Exhibit 10.7 to the Registrant’s Registration Statement, as amended, on Form S-1 filed with the SEC on February 18, 2025) |
| 10.8 | Unsecured Promissory Note Between Sen Zhong and Grand Forest Cabinetry, Inc in the Amount of $572,481 (Incorporated herein by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025) |
| 10.9 | Unsecured Promissory Note Between Hong Le Liang and Grand Forest Cabinetry, Inc in the Amount of $292,825 (Incorporated herein by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025) |
| 10.10 | Lease Agreement between Stevens Creek Plaza, LLC and KZS Kitchen Cabinet and Stone, Inc., dated June 25, 2019 and renewed on January 22, 2025 (Incorporated herein by reference to Exhibit 10.10 to the Issuer’s annual report on Form 10-K, filed with the SEC on August 8, 2025) |
| 10.11 | Lease Agreement between Dzyne Technologies LLC and FuAn Enterprise, Inc., dated January 19, 2024 (Incorporated herein by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025) |
| 10.12 | Lease Agreement between Prologis Targeted U.S. Logistics Fund, L.P. and KZS Kitchen Cabinet and Stone, Inc., dated March 20, 2023 (Incorporated herein by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025) |
| 10.13 | Form of Subscription Agreement dated April 24, 2024 (Incorporated herein by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025) |
| 10.14 | Form of Stock Purchase Agreement (Incorporated herein by reference to Exhibit 10.1 to the Issuer’s current report on Form 8-K, filed with the SEC on October 29, 2025) |
| 14.1 | Code of Business Conduct and Ethics (Incorporated herein by reference to Exhibit 14.1 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025) |
| 19.1 | Insider Trading Compliance Program and Insider Trading Policy (Incorporated herein by reference to Exhibit 19.1 to the Issuer’s annual report on Form 10-K, filed with the SEC on August 8, 2025) |
| 21.1 | List of Subsidiaries (Incorporated herein by reference to Exhibit 21.1 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025) |
| 23.1 | Consent of Golden Eagle CPAs LLC, Independent Registered Public Accounting Firm |
| 23.2 | Consent of Enrome LLP, Independent Registered Public Accounting Firm |
| 31.1 | Section 302 Certification – Chief Executive Officer |
| 31.2 | Section 302 Certification – Chief Financial Officer |
| 32.1* | Section 906 Certification – Chief Executive Officer |
| 32.2* | Section 906 Certification – Chief Financial Officer |
| 97.1 | Clawback Policy (Incorporated herein by reference to Exhibit 99.4 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on February 18, 2025) |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| † | Indicates management contract or compensatory plan. |
| * | These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act or the Exchange Act, irrespective of any general incorporation language in any filings. |
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