Marwynn Holdings, Inc.
For the period ended Jul 31, 2026. Filed Sep 14, 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.
Jul 31, 2026 · Filed Sep 14, 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-Q
Period ended 2026-01-31; filed 2026-03-17.
0001213900-26-028659
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-07-31; filed 2026-09-14.
0001213900-26-099746
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 155 previous paragraphs and 131 current paragraphs.
59 unchanged; 35 reworded; 37 added; 45 removed; 16 previous and 0 current paragraphs rearranged.
Tables are not compared: 13 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 (37)
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Use of Certain Defined Terms
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Unless otherwise indicated or the context otherwise requires and for purposes of this report only, references to:
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Unless we indicate otherwise or unless the context otherwise requires, all information in this report reflects the adjustment for the (i) 1.55-for-1 forward stock split of our common stock effected on September 9, 2024, and (ii) 4.5-for-1 forward stock split of our Series A Super Voting Preferred Stock effected on September 9, 2024 for the purpose of our initial public offering.
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Overview
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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”).
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E-Waste Business
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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.
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EcoLoopX’s proposed E-waste Business includes:
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AI and Infrastructure Services
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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 and 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. As a part of this initiative, we intend to engage in the following:
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As of the date of this filing, our AI and Infrastructure Services are in the exploration and development stage and are not yet fully operational.
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Food and Beverage Services
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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. The Company continues to operate its traditional international trading business; however, it has reallocated its strategic emphasis toward an energy-focused business.
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Corporate Reorganization and Discontinued Home Improvement Business
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Prior to the reorganization described below, our business was operated by the following entities: (1) FuAn, which was incorporated in the state of California on April 18, 2016, and is primarily engaged in sourcing authentic premium Asian foods, snacks and non-alcoholic beverages, distributing the branded goods in the U.S. market, and providing brand management services; and (2) Grand Forest Cabinetry Inc (“Grand Forest”), incorporated in the state of California on February 22, 2021, and KZS Kitchen Cabinet & Stone Inc (“KZS”), incorporated in the state of California on October 11, 2018 and merged with and into Grand Forest on June 1, 2024. Following the merger, all of the home improvement business were conducted under Grand Forest, which was engaged in the sale of high-quality indoor home improvement products sourced from international suppliers.
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On April 29, 2024, Yin Yan (our chairperson, chief executive officer and president, and spouse of Fulai Wang), Fubao Wang, Xiangjing Wu, Gang Wu, Dan Yu, and Qiang Zhang, as the stockholders of FuAn, entered into a share exchange agreement with Marwynn to transfer all of their ownership in FuAn for 7,399,080 shares of common stock of Marwynn (“FuAn Transaction”). On April 25, 2024, Hong Le Liang, Sen Zhong (spouse of Zhifen Zhou, our former chief financial officer, secretary and director) and Fu Lai Wang (spouse of Yin Yan, our chairperson, chief executive officer and president), as the stockholders of Grand Forest, entered into a share exchange agreement with Marwynn to transfer all of their ownership in Grand Forest for 4,976,244 shares of common stock of Marwynn (“Grand Forest Transaction”). On April 25, 2024, Hong Le Liang and Jiechun Wu, as the stockholders of KZS, entered into a share exchange agreement with Marwynn to transfer all of their ownership in KZS for 2,132,676 shares of common stock of Marwynn (“KZS Transaction”). On April 30, 2024, the FuAn Transaction, Grand Forest Transaction and KZS Transaction closed, and Marwynn issued a total of 14,508,004 shares of its common stock to the stockholders of FuAn, Grand Forest and KZS. As a result of the share exchanges, all the stockholders of FuAn, Grand Forest and KZS became the stockholders of Marwynn and Marwynn became the parent of FuAn, Grand Forest and KZS (the “Reorganization”).
Current report
In an effort to consolidate the operation of the home improvement business, on June 1, 2024, KZS merged with and into Grand Forest with Grand Forest being the surviving entity (the “Merger”). Following the Merger, all of the home improvement business was housed under Grand Forest. Grand Forest remained a wholly-owned subsidiary of Marwynn until its sale in 2025.
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Recent Events and Developments
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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 Cabinetry Inc., a California corporation (“Grand Forest”). Grand Forest is engaged in the business of indoor home improvement supply chain management. 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.
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On March 27, 2026, the Company incorporated Nexacore Technologies, Inc. to explore and develop our business for AI & Infrastructure Services.
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As our growth strategy develops, we have reallocated our strategic emphasis toward an energy and technology-focused business. See “Risk Factors” for additional information.
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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.
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Revenues from continuing operations
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Sales of Recyclable Materials (part of our E-Waste Business)
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Revenues from continuing operations
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Our general and administrative expenses were $319,309 for the three months ended July 31, 2026, compared to $1,398,075 for the three months ended July 31, 2025, reflecting a decrease of $1,078,766 or 77.16%. The decrease in general and administrative expenses was mainly due to decreased professional fee by $1,018,990 or 82.52% as compared to the same period of 2025, resulting from decreased consulting expenses for financial advisory services, decreased insurance expense by $25,473 or 70.30%, which was mainly due to decreased directors and officers insurance expenses, decreased rent expense by $16,553 or 58.79%, decreased payroll expense by $11,005 or 36.68%, decreased depreciation and amortization expense by $3,480 or 21.20%, decreased office expense by $5,710 or 50.78%, and decreased other general and administrative expenses by $6,958 or 58.79%. The decreased general administrative expenses were partly offset by increased director compensation expense by $7,500 or 100.00%, increased travel expense by $1,180 or 100.00%, and increased bank service fee by $723 or 1,013.82%. General and administrative expenses accounted for 29.28% and 3,389.27% of our total revenues for the three months ended July 31, 2026 and 2025, respectively.
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Loss from discontinued operations
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Net cash used in operating activities from discontinued operations was nil and $4,498 for the three months ended July 31, 2026 and 2025.
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Net cash provided by (used in) investing activities
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Net cash provided by investing activities from continuing operations was $28,903 for the three months ended July 31, 2026, compared to net cash used in investing activities from continuing operations of $690,000 for the same period in 2025. The net cash provided by investing activities from continuing operations in the current period mainly consisted of $30,000 collections on note receivables, which was partly offset by purchase of furniture and fixtures of $1,097. The net cash used in investing activities from continuing operations in the same period of prior year mainly consisted of loans made to a third-party company Bio Essence Pharmaceutical Inc. (“BEP”) totaling $690,000, comprising a $500,000 interest-bearing loan and a $190,000 non-interest-bearing advance.
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There was no cash used in investing activities from discontinued operations for the three months ended July 31, 2026 and 2025.
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Net cash provided by (used in) financing activities
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Net cash used in financing activities from discontinued operations was nil and $456,607 for the three months ended July 31, 2026 and 2025.
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In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the consolidated financial statements to provide enhanced transparency into the expense captions presented on the face of the statement of income and comprehensive income. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and may be applied either prospectively or retrospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. On January 6, 2025, FASB issued ASU 2025-01 that clarifies for non-calendar year-end entities the interim effective date of Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Public business entities are required to adopt the guidance in Update 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.
Removed paragraphs (45)
Previous report
Marwynn Holdings, Inc. (“Marwynn” or the “Company”) was incorporated in the state of Nevada, United States of America (“USA”) 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.
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FuAn Enterprise, Inc (“FuAn”), a subsidiary of Marwynn, 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.
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On November 19, 2025, the board of directors approved the formation of a wholly owned subsidiary to operate within the electronic waste supply chain business (“E-Waste Reverse Supply Chain Business”). The subsidiary, EcoLoopX Corporation, was incorporated in the state of California on November 25, 2025, and provides non-operational supply chain services. It does not engage in any physical processing, dismantling, recycling, or hazardous materials handling. Instead, its activities are limited to coordination, sourcing, logistics management, documentation facilitation, vendor and partner engagement, and compliance support. The Company believes that concentrating its resources in the food and beverage and expanding into the e-waste reverse supply chain business sector will better align with its long-term growth objectives and enhance its ability to capture emerging market opportunities.
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On February 10, 2026, we issued a press release announcing the signing of a non-binding Letter of Intent (“LOI”) to acquire a 51% equity interest in DJ Mex Corp. (“DJ Mex”), a U.S.-based operator specializing in electronic-waste sourcing, logistics coordination, and recyclable materials trading. Following our due diligence, in March 2026, the Company decided not to pursue the acquisition of DJ Mex.
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We continue monitoring the fluid nature of proposed tariffs and any impact they may have on our operations and will continue to monitor macroeconomic conditions and evaluate the financial and operational impact of ongoing trade policy shifts. These risks could intensify depending on future developments and we are actively incorporating these considerations into our future operation planning, including assessing pricing actions, cost-control measures, and long-term sourcing strategies.
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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” discussed in our 2024 Annual Report, for additional information.
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We are also entering the E-Waste Reverse Supply Chain Business, which focuses on coordination, sourcing, logistics management, documentation facilitation, vendor and partner engagement, and compliance support related to discarded electronic products. The Company will not engage in any physical processing, dismantling, recycling, or hazardous materials handling. Although we will not handle e-waste directly, this business line may still be subject to evolving environmental regulations, data security laws, and global commodity pricing pressures. We are actively evaluating operational and regulatory risks, and exploring long-term strategies for scalable and compliant growth in this area.** **
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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 beverages 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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Current uncertainties about increases in tariffs of imported products from countries may have an adverse effect on our operations. Throughout 2025 and into early 2026, the United States implemented expansive trade policy actions, significantly increasing import tariffs on a global scale. In February 2026, the U.S. Supreme Court invalidated tariffs predicated on the International Emergency Economic Powers Act (IEEPA), ruling that such taxing authority rests with Congress. In response, the administration has transitioned to alternative statutory frameworks, such as Section 122, while continuing to maintain Section 232 and Section 301 duties. Based on the tariffs enacted and currently in effect, we anticipate incurring incremental tariff costs, additional costs that we may incur on products shipped to our customers, and costs as a result of pauses on certain of our product imports, in particular products from China. We expect to offset the impact of the enacted tariffs on our revenues with supply chain adjustments, sources of supply or manufacturing locations, and additional cost savings actions. For our food and non-alcoholic beverage supply chain business, we have temporarily paused certain imports from China and are actively pursuing alternative sourcing strategies, including domestic suppliers and international partners in lower-risk regions. We are actively working with Costco and our other customers to introduce new products that are less sensitive to the tariff tensions between the U.S. and China. During the quarter ended January 31, 2026, we had two new food-supply vendors from Taiwan and New Zealand. However, if other additional tariffs are adopted, we would incur additional tariff costs that could be material. We are actively evaluating the potential impacts of these proposed tariffs, as well as our ability to mitigate their related impacts, this may affect our revenue and cost of revenues.
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There were $43,749 and $43,749 from consulting services accounted for 3.16% and 7.01% of total revenues for the three months ended January 31, 2026 and 2025, respectively. Revenue from consulting services remained relatively consistent for the three months ended January 31, 2026 compared to the three months ended January 31, 2025. We started our consulting services business in March 2024 through providing supply chain and brand management services proposals and solutions to customers to help them optimize their inventory management and product distribution strategy, to reduce delivery times, shipping costs and diversify distribution channels.
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Sales ofrecyclable e-waste materials
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Revenues for the three months ended January 31, 2026 and 2025 were $1,383,941 and $623,709, respectively, an increase of $760,232 or 121.89%. The increase of revenue was primarily attributed to increased sale of recyclable e-waste materials by $1,000,000, partially offset by decreased sale of food imports and distribution by $239,768.
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Cost of revenues for the three months ended January 31, 2026, and 2025 was $1,300,286 and $379,081, respectively. The increase in cost of revenues was primarily attributable to higher costs associated with the Company’s new operating segment of recyclable e-waste materials, which commenced operations in January 2026.
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Our general and administrative expenses were $635,248 for the three months ended January 31, 2026, as compared to $134,823 for the three months ended January 31, 2025, reflecting an increase of $500,425 or 371.17%. The increase in general and administrative expenses was mainly due to increased professional fee by $340,941 or 608.88% as compared to the same period of 2025, resulting from increased consulting expenses for business development and financial advisory services, increased bad debt expense by $43,749 or 100.00% as compare to the same period of 2025, increased rent expense by $24,186, or 169.95% as compare to the same period of 2025, resulting from new office lease of Marwynn, increased insurance expenses by $24,643, or 100.00% as compared to the same period in 2025, which was mainly due to increased director and officer insurance expenses and increased director compensation expense for our directors and officers by $59,291 or 100% as compared to the same period in 2025.
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The increased general administrative expenses were partly offset by decreased subcontract labor cost by $9,000 or 100.00% as compared to the same period in 2025, the decrease was mainly from no contract labor in 2026.
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General and administrative expenses accounted for 45.90% and 21.62% of our total revenues for the three months ended January 31, 2026 and 2025, respectively.
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Other income was $15,489 for the three months ended January 31, 2026. Other expenses were $2,283 for the three months ended January 31, 2025.The increase in other income was mainly due to the increase of interest income.
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Net income (loss) from continuing operations
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We had a net loss from continuing operations of $548,336 for the three months ended January 31, 2026, compared to net income from continuing operations of $80,226 for the three months ended January 31, 2025, representing an increase net loss of $628,562, or 783.49%. The increase in our net loss from continuing operations was mainly due to increased operating expenses and decreased gross profit as described above.
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Net loss from discontinued operations
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Net income (loss)
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Nine Months Ended January 31, 2026 compared to Nine Months Ended January 31, 2025
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Sales of food and beverage
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Sales of food and beverage accounted for 23.16% and 82.15% of total sales for the nine months ended January 31, 2026 and 2025, respectively. Sales of food and beverage decreased by $284,654 or 45.56% from $624,846 for the nine months ended January 31, 2025 to $340,192 for the nine months ended January 31,2026. The decrease in our sales was primarily due to decease of the purchase orders from Costco. We are actively seeking new retailers and working with them to introduce new products that are less sensitive to the tariff tensions between the U.S. and China.
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Consulting services
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Sales of recyclable materials
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Cost of revenues from sale of food and beverage decreased by $81,248, or 23.09% from $351,914 for the nine months ended January 31, 2025, to $270,666 for the nine months ended January 31, 2026. Our cost of revenues from sale of food and beverage primarily includes inventory costs, storage and freight costs. The decrease in our cost of revenues for sale of food and beverage was mainly due to decrease sale of food and beverage for the nine months ended January 31, 2026 and 2025.
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Results of Operations
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Comparison of the nine months ended January 31, 2026 and 2025
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The gross profit for the nine months ended January 31, 2026 and 2025 was $168,603 and $332,221, respectively, a decrease of $163,618 or 49.25%. The blended gross profit margin was 11.48% for the nine months ended January 31, 2026 compared with 43.68% for the same period in 2025. Gross profit for sale of food and beverage decreased by 74.53% for the nine months ended January 31, 2026 due to no sales to Costco. Gross profit for consulting services increased by 17.98% for the nine months ended January 31, 2026. Gross profit from the sale of recyclable materials increased by 100.0% for the nine months ended January 31, 2026, primarily driven by new business that commenced in January 2026.
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Our selling expenses were $1,314,182 for the nine months ended January 31, 2026, compared to $86,338 for the nine months ended January 31, 2025, representing an increase of $1,227,844, or 1,422.14%. The increase in the selling expenses was mainly due to (1) increased advertising and marketing expenses of $1,239,500, or 11,804.76%. To attract new customers, increase our market share and improve operation efficiency, we entered into several consulting agreements for business development, market expansion, supply chain management, and strategic financial plan and support advisory services, (2) slightly increased shipping expenses of $844, or 100.72% as compared to the same period in 2025 resulting from shipping costs incurred for sending product samples for exploring new products for customers, which was partly offset by decreased payroll expenses of $12,500, or 16.67%. Selling expenses accounted for 89.46% and 11.35% of our total revenues for the nine months ended January 31, 2026 and 2025, respectively.
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Our general and administrative expenses were $2,388,059 for the nine months ended January 31, 2026, compared to $942,574 for the nine months ended January 31, 2025, reflecting an increase of $1,445,485 or 153.36%. The increase in general and administrative expenses was mainly due to increased professional fee by $1,269,719 or 220.44% as compared to the same period of 2025, resulting from increased consulting expenses for financial advisory services and increased legal expense related to disposal of subsidiary, increased rent expense by $70,926 or 100.00% as compared to the same period in 2025, resulting from new office lease of Marwynn, increased director compensation expense by $117,875 or 100.00% as compared to the same period in 2025, and increased insurance expenses by $97,112, or 100.00% as compared to the same period in 2025, which was mainly due to increased directors and officers insurance expenses. The increased general administrative expenses were partly offset by decreased payroll expenses by $50,380 or 36.07% as compared to the same period in 2025, the decrease was mainly from decreased gross pay of one of employees of FuAn, decreased subcontract labor cost by $27,000 or 100.00% as compared to the same period of 2025, and decreased meal and entertainment expenses by $34,874 or 99.95% as compared to the same period of 2025 for the purpose of saving the Company’s operating costs.
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General and administrative expenses accounted for 162.57% and 123.93% of our total revenues for the nine months ended January 31, 2026 and 2025, respectively.
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Other income (expenses), net
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Income (loss) from discontinued operations
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We had a net loss from discontinued operations of $646,656 for the period from May 1, 2025 to December 22, 2025, compared to a net income from discontinued operations of $284,160 for the nine months ended January 31, 2025, representing a decrease net income from discontinued operations of $930,816, or 327.57%.
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As a result of the above, we had a net loss of $4,164,376 for the nine months ended January 31, 2026, compared to a net loss of $419,482 for the nine months ended January 31, 2025, representing an increase of net loss of $3,744,894 or 892.74%. The increase was mainly resulting from increased legal and consulting fee, and insurance expense and decreased gross profit.
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Net cash provided by operating activities from discontinued operations was $198,788 and $767,410 for the period ended December 22, 2025 and nine months ended January 31, 2025, respectively.
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Net cash used in investing activities from continuing operations was $880,000 for the nine months ended January 31, 2026, compared to nil for the same period in 2025. The net cash used in investing activities 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 $250,000.
Showing the first 40 of 45 passages. Open the source sections for the rest.
Reworded paragraphs (35)
Previous wording
On December 22, 2025, the Company completed the sale of all of its equity interests of Grand Forest Cabinetry Inc. (“Grand Forest”) to a third-party buyer. Following the sale of Grand Forest, the Company is no longer indoor home improvement supply chain provider.
Current wording
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.
Previous wording
During 2025 and continuing into 2026, the United States has introduced trade policy actions that have increased import tariffs across a wide range of countries at various rates, including on product imports from almost all countries and individualized higher tariffs on certain other countries, such as China. Some of these tariff announcements have since been followed by announcements of limited exemptions and temporary pauses. In February 2026, the U.S. Supreme Court invalidated tariffs predicated on the International Emergency Economic Powers Act (IEEPA), ruling that such taxing authority rests with Congress. In response, the administration has transitioned to alternative statutory frameworks, such as Section 122, while continuing to maintain Section 232 and Section 301 duties. This shifting landscape remains characterized by a complex series of temporary surcharges, targeted exemptions, and ongoing litigation regarding importer refunds. Our current food and non-alcohol beverage business relies heavily on international supply chains and imported products. This dependence exposes us to risks associated with shifting global trade policies, tariffs, and geopolitical tensions, particularly in the Asia-Pacific region, and could negatively impact affect our business in multiple ways, including increased costs of our products. These tariffs have introduced additional volatility into our procurement and logistics operations and may increase our cost of goods sold.
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
For our food and non-alcoholic beverage supply chain business, we have temporarily paused certain imports from China and are actively pursuing alternative sourcing strategies, including domestic suppliers and international partners in lower-risk regions. While we have temporarily paused imports from China, future sourcing decisions may change depending on market conditions, supplier availability, and trade policies. In addition, trade-related disruptions—such as shipping delays, port congestion, or container shortages—can create further uncertainty and may require expedited shipping or last-minute procurement efforts at elevated cost. While these changes are intended to mitigate future exposure, they may result in near-term transitional costs, logistical inefficiencies, and supplier onboarding challenges. Diversifying our supply base can also increase production and transportation costs and introduce operational complexity. During the quarter ended January 31, 2026, we had two primary vendors located in Taiwan and New Zealand. As we continue to expand our business operations and develop relationships with new suppliers and retail partners, we may encounter additional risks associated with supplier reliability, product quality control, logistics coordination, and regulatory compliance across multiple jurisdictions. Our expansion efforts may also require increased working capital, new operational infrastructure, and additional personnel, which could increase our operating expenses. We are actively working with Costco and other retailers to introduce new products that are less sensitive to the tariff tensions between the U.S. and China. However, there can be no assurance that these efforts will be successful or that such measures will fully offset the challenges posed by current trade policies.
Current wording
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 July 31, 2026, we had one primary vendor located in the U.S. 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.
Previous wording
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 wording
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.
Previous wording
Cost of revenues associated with continuing operations
Current wording
Uncertainty regarding tariffs on imported products and changes in U.S. trade policies may have an adverse effect on our operations. Tariffs may increase our procurement costs and disrupt our supply chain, particularly with respect to products sourced from China. We are seeking to mitigate these effects through alternative sourcing arrangements and other cost-saving measures, although these efforts may not fully offset the increased costs or supply disruptions. 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. During the quarter ended July 31, 2026, we added one new food-supply vendor from the U.S. However, if additional tariffs are adopted, we would incur additional tariff costs that could be material. We are actively evaluating changes in tariffs and our ability to mitigate their effects on our revenue and cost of revenues.
Previous wording
We derive our revenues from (i) sale of food and beverage, (ii)** **consulting services, and (iii) sale of recyclable e-waste materials. The following table presents our revenues by product and service types and as percentage of our total revenues for the periods presented.
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
There were $340,192 and $579,960 from sales of food and beverage accounted for the three months ended January 31, 2026 and 2025, respectively. We are actively seeking new retailers and working with them to introduce new products that are less sensitive to the tariff tensions between the U.S. and China.
Current wording
Sales of food and beverage accounted for 41.27% and nil of total sales for the three months ended July 31, 2026 and 2025, respectively. We are actively seeking new retailers and working with them to introduce new products that are less sensitive to the tariff tensions between the U.S. and China.
Previous wording
Revenue from consulting services accounted for 8.76% and 17.85% of total revenues for the nine months ended January 31, 2026 and 2025, respectively. Revenue from consulting services decreased by $6,988, or 5.15% from $135,737 for the nine months ended January 31, 2025 to $128,749 for the nine months ended January 31, 2026. We started our consulting services business in March 2024 through providing supply chain and brand management services proposals and solutions to customers to help them optimize their inventory management and product distribution strategy, to reduce delivery times, shipping costs and diversify distribution channels.
Current wording
Revenue from consulting services accounted for 6.42% and 100.00% of total revenues for the three months ended July 31, 2026 and 2025, respectively. Revenue from consulting services increased by $28,750, or 69.70% from $41,250 for the three months ended July 31, 2025 to $70,000 for the three months ended July 31, 2026. We started our consulting services business in March 2024 through providing supply chain and brand management services proposals and solutions to customers to help them optimize their inventory management and product distribution strategy, to reduce delivery times, shipping costs and diversify distribution channels.
Previous wording
Revenue from sales of recyclable materials accounted for 68.08% and nil of total revenues for the nine months ended January 31, 2026 and 2025, respectively. Revenue from sales of recyclable materials increased by $1,000,000, or 100% from nil for the nine months ended January 31, 2025 to $1,000,000 for the nine months ended January 31, 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 wording
Revenue from sales of recyclable materials accounted for 52.31% and nil of total revenues for the three months ended July 31, 2026 and 2025, respectively. Revenue from sales of recyclable materials increased by $570,445, from nil for the three months ended July 31, 2025 to $570,445 for the three months ended July 31, 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.
Previous wording
We incur our costs from (i) sale of food and beverage, and (ii) consulting services, and (iii) sale of recyclable e-waste materials. The following table presents our costs of revenues as percentage of its corresponding revenue for the periods presented.
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-Waste Business). 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 was $270,666 and $328,182 for the three months ended January 31, 2026 and 2025, respectively. Our cost of revenues from sale of food and beverage primarily includes inventory costs, storage and freight costs.
Current wording
Cost of revenues from sale of food and beverage was $299,880 and nil for the three months ended July 31, 2026 and 2025, respectively. Our cost of revenues from sale of food and beverage primarily includes inventory costs, storage and freight costs.
Previous wording
Cost of revenue from consulting service was $58,746 and $50,900 for the three months ended January 31, 2026 and 2025, respectively. Cost of revenues associated with our consulting services was immaterial and primarily consisted of labor costs.
Current wording
Cost of revenues from consulting services was $13,300 and $52 for the three months ended July 31, 2026 and 2025, respectively. Cost of revenues associated with our consulting services was immaterial and primarily consisted of labor costs.
Previous wording
Our cost of revenue from sale of recyclable materials was $970,874 and nil for the nine months ended January 31, 2026 and 2025, respectively. Our cost of revenues from sale of recyclable e-waste materials primarily consisted of purchasing recyclable materials.
Current wording
Our cost of revenue from sale of recyclable materials was $542,105 and nil for the three months ended July 31, 2026 and 2025, respectively. Our cost of revenues from sale of recyclable e-waste materials primarily consisted of purchasing recyclable materials.
Previous wording
Revenues for the nine months ended January 31, 2026 and 2025 were $1,468,941 and $760,583, respectively, an increase of $708,358 or 93.13%. The increase of revenues was primarily attributed to increased sale of recyclable e-waste materials by $1,000,000, partially offset by decreased sale of food imports and distribution by $284,654, and decreased consulting services by $6,988.
Current wording
Revenues for the three months ended July 31, 2026 and 2025 were $1,090,445 and $41,250, respectively, an increase of $1,049,195 or 2,543.50%. The increase of revenues was primarily attributed to increased sale of recyclable e-waste materials by $570,445, increased sale of food imports and distribution by $450,000 and increased consulting services by $28,750.
Previous wording
The following table presents our costs of revenues by products and services provided as percentage of total cost of revenues for the periods presented.
Current wording
The following table presents our costs of revenues by products and services provided as a percentage of total revenues for the periods presented.
Previous wording
Cost of revenues for the nine months ended January 31, 2026, and 2025 was $1,300,338 and $428,362, respectively, an increase of $871,976 or 203.56%. The increase in cost of revenues in the same period of 2026 was primarily attributed to increased cost form sale of recyclable e-waste materials by $970,874, or 100.00%, partially offset by decreased cost from sale of food and beverage by $81,248, or 23.09% and decreased cost from consulting service by $17,650, or 23.09%. Cost of revenues for sale of food and beverage as a percentage of total revenues was 79.56% and 56.32%, respectively, for the nine months ended January 31, 2026 and 2025. Cost of revenues for consulting services as a percentage of total revenues was 45.67% and 56.32%, respectively, for the nine months ended January 31, 2026 and 2025. Cost of revenues for sale of recyclable e-waste materials as a percentage of total revenues was 97.09% and nil, respectively, for the nine months ended January 31, 2026 and 2025.
Current wording
Cost of revenues for the three months ended July 31, 2026 and 2025 was $855,285 and $52, respectively, an increase of $855,233 or 1,644,678.85%. 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 $542,105,increased cost in sale of food and beverage by $299,880, and increased cost in consulting service by $13,248, or 25,476.92%. Cost of revenues for sale of food and beverage as a percentage of total revenues was 27.50% and nil, respectively, for the three months ended July 31, 2026 and 2025. Cost of revenues for consulting services as a percentage of total revenues was 1.22% and 0.13%, respectively, for the three months ended July 31, 2026 and 2025. Cost of revenues for sale of recyclable e-waste materials as a percentage of total revenues was 49.71% and nil, respectively, for the three months ended July 31, 2026 and 2025.
Previous wording
The gross profit for the three months ended January 31, 2026 and 2025 was $83,655 and $244,628, respectively, a decrease of $160,973 or 65.80%. The blended gross profit margin was 6.04% for the three months ended January 31, 2026 compared with 39.22% for the same period in 2025. Gross profit for sale of food and beverage decreased by 72.39% for the three months ended January 31, 2026 due to no sales to Costco. Gross profit for consulting services decreased by 109.74% for the three months ended January 31, 2026. Gross profit from the sale of recyclable e-waste materials increased by 100.0% for the three months ended January 31, 2026, primarily driven by new business that commenced in January 2026.
Current wording
The gross profit for the three months ended July 31, 2026 and 2025 was $235,160 and $41,198, respectively, an increase of $193,962 or 470.80%. The blended gross profit margin was 21.57% for the three months ended July 31, 2026 compared with 99.87% for the same period in 2025, the decreased blended gross profit margin was due to lower profit margin from our food and beverage sector and E-waste materials sector. Gross profit for sale of food and beverage increased by 100.00% for the three months ended July 31, 2026. Gross profit for consulting services increased by 37.63% for the three months ended July 31, 2026. Gross profit from the sale of recyclable materials increased by 100.00% for the three months ended July 31, 2026, primarily driven by new business that commenced in January 2026.
Previous wording
Our selling expenses were $14 for the three months ended January 31, 2026, as compared to $25,722 for the three months ended January 31, 2025, representing an decrease of $25,708, or 99.95%. The decrease in the selling expenses was mainly due to (1) decreased payroll expenses of $25,000, or 100.00% due to decreased number of salespersons, and (2) slightly decreased postage and shipping expenses of $708, or 98.06% as compared to the same period in 2025 resulting from decreased shipping costs incurred for sending product samples for exploring new products for customers. Selling expenses accounted for 0.001% and 4.12% of our total revenues for the three months ended January 31, 2026 and 2025, respectively.
Current wording
Our selling expenses were nil for the three months ended July 31, 2026, compared to $1,276,368 for the three months ended July 31, 2025, representing a decrease of $1,276,368, or 100.00%. The decrease in the selling expenses was mainly due to (1) decreased payroll expenses of $25,000, or 100.00%, (2) decreased shipping expenses of $1,368, or 100.00%, and (3) decrease in advertising and marketing expenses of $1,250,000, or 100.00%. The decrease was primarily due to the Company’s reduced selling and marketing activities during the three months ended July 31, 2026, as the Company focused on other business priorities and did not incur significant expenses related to advertising, marketing, shipping, or sales personnel during the period. Selling expenses accounted for nil and 3,094.23% of our total revenues for the three months ended July 31, 2026 and 2025, respectively.
Previous wording
Other income were $31,319 for the nine months ended January 31, 2026, compared to other expenses of $2,283 for the nine months ended January 31, 2025. For the nine months ended January 31, 2026, other income mainly consisted of other income of $2,803, and interest income of $36,347 which was partly offset with other expenses of $6,874, and interest expense of $957. For the nine months ended January 31, 2025, other expenses mainly consisted of other expenses of $2,168 and interest expense of $115.
Current wording
Other income were $17,852 for the three months ended July 31, 2026, compared to other expenses of $3,860 for the three months ended July 31, 2025. For the three months ended July 31, 2026, other income mainly consisted of interest income of $25,364, which was partly offset with other expenses of $4,012, and interest expense of $3,500. For the three months ended July 31, 2025, other expenses mainly consisted of other expenses of $3,807 and interest expense of $53.
Previous wording
We had a net loss from continuing operations of $3,517,720 for the nine months ended January 31, 2026, compared to $703,642 for the nine months ended January 31, 2025, representing an increase of $2,814,078, or 399.93%. The increase in our net loss from continuing operations was mainly due to increased operating expenses and decreased gross profit as described above.
Current wording
We had a net loss from continuing operations of $108,927 for the three months ended July 31, 2026, compared to $2,638,613 for the three months ended July 31, 2025, representing a decrease of $2,529,686, or 95.87%. The decrease in our net loss from continuing operations was mainly due to decreased operating expenses and increased gross profit as described above.
Previous wording
We had a loss from discontinued operations of nil for the period from November 1, 2025 to the period ended December 31, 2025, compared to a loss from discontinued operations of $56,808 for the three months ended January 31, 2025, representing a decrease loss of $56,808, or 100.00%.
Current wording
We had a net loss from discontinued operations of nil for the three months ended July 31, 2026, compared to a net loss from discontinued operations of $81,140 for the three months ended July 31, 2025, representing a decrease in net loss from discontinued operations of $81,140, or 100.00%.
Previous wording
As a result of the above, we had a net loss of $548,336 for the three months ended January 31, 2026, compared to a net income of $23,418 for the three months ended January 31, 2025, an increase of net loss of $571,754 or 2,441.52%, which was mainly resulting from increased consulting fee, insurance expense and decreased gross profit.
Current wording
As a result of the above, we had a net loss of $108,927 for the three months ended July 31, 2026, compared to a net loss of $2,719,753 for the three months ended July 31, 2025, representing a decrease of net loss of $2,610,826 or 95.99%. The decrease was mainly resulting from decreased operating expenses 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 unaudited condensed consolidated financial statements, we had cash balance of approximately $0.30 million as of January 31, 2026. We also had accounts receivable, net balance of approximately $0.22 million as of January 31, 2026, among which approximately none has been collected as of the date of this report.
Current wording
In assessing our liquidity, we monitor and analyze our cash on-hand, our ability to generate sufficient revenue sources, the collection of our accounts receivable, our ability to obtain additional financial support in the future, and our operating and capital expenditure commitments. As reflected in our unaudited condensed consolidated financial statements, we had cash balance of $3,541 as of July 31, 2026. We also had accounts receivable, net balance of $1,310,880 as of July 31, 2026, among which $126,318 has been collected as of the date of this report.
Previous wording
Our working capital amounted to approximately $2.15 million as of January 31, 2026. Currently, we are working to improve our liquidity and capital sources primarily through cash flows from operation, debt financing, and financial support from our principal stockholder. In order to fully implement our business plan and sustain continued growth, we may also seek equity financing from outside investors.
Current wording
Our working capital amounted to approximately $2.38 million as of July 31, 2026. Currently, we are working to improve our liquidity and capital sources primarily through cash flows from operation, debt financing, and financial support from our principal stockholder. In order to fully implement our business plan and sustain continued growth, we may also seek equity financing from outside investors.
Previous wording
However, as reflected in the accompanying unaudited condensed consolidated financial statements, the Company had net loss from continuing operations of approximately $3.52 million for the nine months ended January 31, 2026 and net loss from discontinued operations of approximately $0.65 million for the period ended December 22, 2025 and cash outflow from operating activities from continuing operations of approximately $1.30 million for the nine months ended January 31, 2026 and cash inflow from operating activities from discontinued operations of approximately $0.20 million for the period ended December 22, 2025. The management plans to increase its revenue of FuAn by diversifying its markets from major mass market channels to ethnic supermarkets chains. The Company expects to increase sales through FuAn’s distribution channels in the near future. The Company’s decision of disposing Grand Forest is to maximize the efficiency and profitability of its existing business of supply chain consulting, and supply chain services of sourcing Asian foods, snacks, and non-alcoholic beverages, and distributing branded goods to mainstream markets, grocery stores and wholesale / warehouse clubs in the US.
Current wording
However, as reflected in the accompanying unaudited condensed consolidated financial statements, the Company had net loss from continuing operations of approximately $108,927 for the three months ended July 31, 2026 and cash outflow from operating activities from continuing operations of approximately $327,612 for the three months ended July 31, 2026. 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. In addition, the Company started the e-waste reverse supply chain business through its new subsidiary EcoLoopX during fiscal year 2026, to better align with its long-term growth objectives and enhance its ability to capture emerging market opportunities. The Company also recently incorporated NexaCore on March 27, 2026, focusing on providing AI computing infrastructure, high-performance computing (“HPC”), and cloud infrastructure services.
Previous wording
The Company has historically funded its working capital needs primarily from operations. The working capital requirements are affected by the efficiency of operations and depend on the Company’s ability to increase its revenue. The working capital requirements are affected by the efficiency of operations and depend on the Company’s ability to increase its revenue. However, the Company may need additional cash resources in the future if the Company experiences changed business conditions or other developments and may also need additional cash resources in the future if the Company wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If it is determined that the cash requirements exceed the Company’s amounts of cash on hand, the Company may seek to issue debt or equity securities or obtain a credit facility. Based on above reasons, there is a substantial doubt about the Company’s ability to continue as a going concern for the next 12 months from the issuance of the unaudited condensed consolidated financial statements.
Current wording
The Company has historically funded its working capital needs primarily from operations and shareholder loans. The working capital requirements are affected by the efficiency of operations and depend on the Company’s ability to increase its revenue. The working capital requirements are affected by the efficiency of operations and depend on the Company’s ability to increase its revenue. However, the Company may need additional cash resources in the future if the Company experiences changed business conditions or other developments and may also need additional cash resources in the future if the Company wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If it is determined that the cash requirements exceed the Company’s amounts of cash on hand, the Company may seek to issue debt or equity securities or obtain a credit facility. Based on above reasons, there is a substantial doubt about the Company’s ability to continue as a going concern for the next 12 months from the issuance of the unaudited condensed consolidated financial statements.
Previous wording
The following table summarizes our cash flows for the nine months ended January 31,2026 and 2025, respectively.
Current wording
The following table summarizes our cash flows for the three months ended July 31,2026 and 2025, respectively.
Previous wording
Net cash outflow from operating activities from continuing operations increased by $254,275 for the nine months ended January 31, 2026 comparing with the nine months ended January 31, 2025, mainly resulting from (a) increased net loss from continued operations of $2,814,78 with adding back of non-cash adjustments to net loss by 150,630, (b) increased cash outflow on advance to vendors by $501,382, (c) increased outstanding accounts receivable by $862,885, and (d) decreased cash inflow on accounts payable by $71,550, which was partly offset by (a) decreased cash outflow on prepaid expenses and other current assets by $2,739,771, (b) decreased payment on deferred IPO costs by $697,750, (c) decreased cash outflow on accrued expense and other current liabilities by $246,561, (d) decreased cash outflow on income tax payable by $111,900, and (e) decreased cash outflow on deferred revenue by $50,385.
Current wording
Net cash outflow from operating activities from continuing operations increased by $236,961 for the three months ended July 31, 2026 comparing with the three months ended July 31, 2025, mainly resulting from (a) decreased net loss from continuing operations of $2,529,686 with a decrease in non-cash adjustments to net loss of $15,243, (b) decreased cash inflow on accounts receivable of $550,068, (c) decreased cash inflow on prepaid expenses and other current assets by $2,008,071, (d) decreased cash inflow on accounts payable by $167,729, (e) decreased cash inflow on accrued expense and other current liabilities by $75,735, which was partly offset by (f) increased cash inflow on income tax payable by $38,285 and (g) decreased cash outflow on operating lease liabilities by $11,914.
Previous wording
Net cash provided by financing activities from continuing operations was $1,607,213 for the nine months ended January 31, 2025, compared to net cash used in financing activities of $14,289 for the nine months ended January 31, 2025. The net cash provided by financing activities 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 used in financing activities in 2025 mainly consisted of loan to shareholder of $38,501 but offset with changes in bank overdraft of $24,212.
Current wording
Net cash provided by financing activities from continuing operations was $150,000 for the three months ended July 31, 2026, compared to net cash provided by financing activities from continuing operations of $209,641 for the three months ended July 31, 2025. The net cash provided by financing activities from continuing operations in the current period mainly consisted of loan from others of $200,000, which was partly offset by repayment of this loan of $50,000. The net cash provided by financing activities from continuing operations in the same period of prior year mainly consisted of repayment of loan from shareholder of $193,853 and bank overdraft of $15,788.
Previous wording
The Company adopted ASC 326 and all related subsequent amendments thereto effective May 1, 2023, using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. The was no transition adjustment of the adoption of CECL.
Current wording
The Company adopted ASC 326 and all related subsequent amendments thereto effective May 1, 2023, using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. There was no transition adjustment of the adoption of CECL.
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 January 31, 2026 and April 30, 2025, the allowance for credit losses related to continuing operations were $43,749 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.
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 July 31, 2026 and April 30, 2026, the allowance for credit losses related to continuing operations were $47,935 and $47,935, 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
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 January 31, 2026 and April 30, 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.
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 July 31,2026 and April 30, 2026. As of December 22, 2025 and April 30, 2025, the allowance for sales returns for discontinued operations were 205,988 and $205,988, respectively.
Previous wording
The Company utilizes a two-step approach to recognizing and measuring uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating our tax positions and estimating its tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. The Company includes interest and penalties related to its tax contingencies in income tax expense.
Current wording
The Company utilizes a two-step approach to recognize and measure uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating our tax positions and estimating its tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. The Company includes interest and penalties related to its tax contingencies in income tax expense.
Previous wording
In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 18) and Revenue from contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim reporting period within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
Current wording
In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 718) and Revenue from contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim reporting period within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
Previous wording
The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s unaudited condensed financial statement presentation or disclosures.
Current wording
The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.
Rearranged previous paragraphs (16)
Previous report — wording carried elsewhere
We also plan to increase our revenue by diversifying our markets from major mass market channels to ethnic supermarkets chains. In addition, we already finished the setup process to become a vendor to some major food distributors. Our decision of disposing Grand Forest is to maximize the efficiency and profitability of its existing business of supply chain consulting, and supply chain services of sourcing Asian foods, snacks, and non-alcoholic beverages, and distributing branded goods to mainstream markets, grocery stores and wholesale / warehouse clubs in the US.
Previous report — wording carried elsewhere
There were $1,000,000 from sales of recyclable e-waste materials for the three months ended January 31, 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.
Previous report — wording carried elsewhere
We incur our costs from (i) sale of food and beverage, (ii) consulting services, and (iii) sale of recyclable e-waste materials.
Previous report — wording carried elsewhere
Cost of revenue from sale of recyclable e-waste materials was $970,874 for the three months ended January 31, 2026. Our cost of revenues from sale of recyclable materials primarily consisted of purchasing recyclable materials.
Previous report — wording carried elsewhere
We derive our revenues from (i) sale of food and beverage, (ii)** **consulting services and (iii) sale of recyclable e-waste materials. The following table presents our revenues by product and service types and as percentage of our total revenues for the periods presented.
Previous report — wording carried elsewhere
Costs of Revenues associated with continuing operations
Previous report — wording carried elsewhere
Cost of revenues associated with our consulting services was immaterial and primarily consisted of labor costs.
Previous report — wording carried elsewhere
The following table summarizes our unaudited condensed consolidated results of operations and as percentage of our total revenues for the period presented.
Previous report — wording carried elsewhere
The following table presents our costs of revenues by products and services provided as percentage of total cost of revenues for the periods presented.
Previous report — wording carried elsewhere
Gross profit and gross margin associated with continuing operations
Previous report — wording carried elsewhere
The following table presents our gross profit and gross margin by products and services provided as percentage of total revenues for the periods presented.
Previous report — wording carried elsewhere
The following table presents our gross margin by products and services provided as a percentage of its corresponding categories.
Previous report — wording carried elsewhere
Selling expenses associated with continuing operations
Previous report — wording carried elsewhere
General and administrative expenses associated with continuing operations
Previous report — wording carried elsewhere
Net cash used in investing activities
Previous report — wording carried elsewhere
Net cash used in financing activities