UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-42554

MARWYNN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		99-1867981
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

12 Chrysler Unit C Irvine, CA		92618
(Address of Principal Executive Offices)		Zip Code

+1 949-706-9966

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		MWYN		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files.) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “accelerated filer”, “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 20,194,804 shares of common stock, $0.001 par value, of the registrant issued and outstanding as of December 18, 2025.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report (this “Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Certain statements contained in this Report, which reflect our current views with respect to future events and financial performance, and any other statements of a future or forward-looking nature constitute “forward-looking statements” within the meaning of the federal securities laws. We intend the forward-looking statements to be covered by the applicable safe harbor under the federal securities laws. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” or the negative of these terms or other similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on the information we have when the statements are made or management’s good faith belief as of that time with respect to future events and are subject to significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

●

our goals and strategies;

●

our future business development, results of operations and financial condition;

●

expected changes in our corporate services income, costs or expenditures;

●

our dividend policy;

●

our expectations regarding demand for and market acceptance of our products and services;

●

our expectation regarding the use of proceeds from this offering;

●

our projected markets and growth in markets;

●

our potential need for additional capital and the availability of such capital;

●

competition in our industry;

●

general economic and business conditions in the markets in which we operate;

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our ability to meet the Nasdaq Capital Market continued listing requirements;

●

relevant government policies and regulations relating to our business and industry; and

●

assumptions underlying or related to any of the foregoing.

Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in the forward-looking statements due to a number of factors, including those set forth above under “Risk Factors” and elsewhere in this Report. The factors set forth above under “Risk Factors” and other cautionary statements made in this Report should be read and understood as being applicable to all related forward-looking statements wherever they appear in this Report. The forward-looking statements contained in this Report represent our judgment as of the date of this Report. We caution readers not to place undue reliance on such statements. We operate in an evolving environment where new risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this Report.

Unless the context otherwise requires, the terms “the Company,” “our Company,” “we,” “us,” and “our” refer to Marwynn Holdings, Inc., a Nevada corporation, and its consolidated subsidiaries.

MARWYNN HOLDINGS, INC.

FORM 10-Q

For the Quarterly Period Ended October 31, 2025

Table of Contents

		Page No.
PART I - Financial Information (unaudited)		1

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	47
ITEM 4.	CONTROLS AND PROCEDURES	47

PART II - Other Information		48

ITEM 1.	LEGAL PROCEEDINGS	48
ITEM 1A.	RISK FACTORS	48
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	51
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	51
ITEM 4.	MINE SAFETY DISCLOSURES	51
ITEM 5.	OTHER INFORMATION	51
ITEM 6.	EXHIBITS	52

SIGNATURES		53

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

MARWYNN HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amount in U.S. dollars, except for number of shares)

	October 31, 2025 (Unaudited)			April 30, 2025

ASSETS

Current Assets
Cash	$	1,361,469		$	871,009
Accounts receivable, net		174,999			194,999
Due from related party		-			193,853
Note receivable		330,000			-
Prepaid expenses and other current assets		631,813			2,812,675
Current assets held for sale associated with discontinued operations of Grand Forest		6,219,209			6,312,451
Total Current Assets		8,717,490			10,384,987

Non-Current Assets
Property and equipment, net		9,861			17,694
Intangible assets, net		152,083			177,083
Operating lease right-of-use assets, net		22,864			44,596
Deferred tax assets		2,227			2,227
Non-current assets held for sales associated with discontinued operations of Grand Forest		3,390,031			4,310,488
Total Non-Current Assets		3,577,066			4,552,088

TOTAL ASSETS	$	12,294,556		$	14,937,075

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts payable	$	186,121		$	9,682
Accrued expenses and other current liabilities		17,111			6,080
Operating lease liabilities – current		23,643			45,677
Income tax payable		180,775			177,592
Current liabilities held for sale associated with discontinued operations of Grand Forest		6,384,471			6,539,181
Total Current Liabilities		6,792,121			6,778,212

Non-Current Liabilities

Non-current liabilities held for sales associated with discontinued operations of Grand Forest		2,674,768			3,187,100
Total Non-Current Liabilities		2,674,768			3,187,100

Total Liabilities		9,466,889			9,965,312

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.001, 5,000,000 shares authorized; 135,000 shares and 0 shares Series A Super Voting Preferred Stock designated, issued and outstanding at October 31, 2025 and April 30, 2025, respectively		135			135
Common stock, par value $0.001, 45,000,000 shares authorized; 20,194,804 shares and 17,054,004 shares issued and outstanding at October 31, 2025 and April 30, 2025, respectively		20,195			17,054
Additional Paid-in Capital		10,400,437			8,931,634
Accumulated deficit		(7,593,100	)		(3,977,060	)
Total Stockholders’ Equity		2,827,667			4,971,763

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	12,294,556		$	14,937,075

*	Share and per share data are presented on a retroactive basis to reflect the effects of (i) 1.55-for-1 forward stock split of the common stock, and (ii) 4.5-for-1 forward stock split of the Series A Super-Voting Preferred Stock effected on September 9, 2024.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MARWYNN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amount in U.S. dollars, except for number of shares)

(Unaudited)

	For the Three Months ended October 31,						For the Six Months ended October 31,
	2025			2024			2025			2024

Revenue, net	$	43,750		$	43,750		$	85,000		$	136,874
Cost of revenue		-			-			(52	)		(49,281	)
Gross profit		43,750			43,750			84,948			87,593

Operating expenses
Selling expenses		(37,800	)		(25,000	)		(1,314,168	)		(60,616	)
General & administrative expenses		(354,736	)		(265,240	)		(1,752,811	)		(807,751	)

Total operating expenses		(392,536	)		(290,240	)		(3,066,979	)		(868,367	)

Loss from operations		(348,786	)		(246,490	)		(2,982,031	)		(780,774	)

Other income (expenses)
Other income (expenses)		20,389			-			16,583			-
Interest income (expense)		(700	)		-			(753	)		-
Total other income, net		19,689			-			15,830			-

Loss before income tax provision		(329,097	)		(246,490	)		(2,966,201	)		(780,774	)

Income tax provision		(1,675	)		(1,568	)		(3,183	)		(3,094	)

Net loss from continuing operations		(330,772	)		(248,058	)		(2,969,384	)		(783,868	)
Net income (loss) from discontinued operations, net of tax		(565,515	)		133,687			(646,656	)		340,968

Net loss	$	(896,287	)	$	(114,371	)	$	(3,616,040	)	$	(442,900	)

Net loss per common stock
Basic and diluted*	$	(0.05	)	$	(0.01	)	$	(0.21	)	$	(0.03	)
Weighted average number of common shares outstanding
Basic and Diluted**		17,190,561			15,004,004			17,122,282			15,004,004

*	Share and per share data are presented on a retroactive basis to reflect the effects of (i) 1.55-for-1 forward stock split of the common stock, and (ii) 4.5-for-1 forward stock split of the Series A Super-Voting Preferred Stock effected on September 9, 2024.

**	Earnings per share for basic and diluted weighted average shares outstanding are the same due to anti-dilutive effect resulting from the net loss for the three and six months ended October 31, 2025 and 2024.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MARWYNN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2025 AND 2024

(Amount in thousands of U.S. dollars, except for number of shares)

(Unaudited)

											Retained
									Additional		earnings			Total
	Preferred shares				Common shares				paid-in		(accumulated			stockholders’
	Shares		Amount		Shares		Amount		capital		deficit)			equity
Balance as of April 30, 2025		135,000	$	135		17,054,004	$	17,054	$	8,931,634	$	(3,977,060	)	$	4,971,763

Net loss for the period		-		-		-		-		-		(2,719,753	)		(2,719,753	)

Share-based compensation expense		-		-		-		-		29,292		-			29,292

Balance as of July 31, 2025		135,000		135		17,054,004		17,054		8,960,926		(6,696,813	)		2,281,302

Net loss for the period		-		-		-		-		-		(896,287	)		(896,287	)

Issuance of common stock		-		-		3,140,800		3,141		1,410,219		-			1,413,360

Share-based compensation expense		-		-		-		-		29,292		-			29,292

Balance as of October 31, 2025		135,000	$	135		20,194,804	$	20,195	$	10,400,437	$	(7,593,100	)	$	2,827,667

Balance as of April 30, 2024		135,000	$	135		15,004,004	$	15,004	$	2,384,891	$	421,417		$	2,821,447

Net loss		-		-		-		-		-		(328,529	)		(328,529	)

Balance as of July 31, 2024		135,000		135		15,004,004		15,004		2,384,891		92,888			2,492,918

Net loss		-		-		-		-		-		(114,371	)		(114,371	)

Balance as of October 31, 2024		135,000	$	135		15,004,004	$	15,004	$	2,384,891	$	(21,483	)	$	2,378,547

*	Share and per share data are presented on a retroactive basis to reflect the effects of (i) 1.55-for-1 forward stock split of the common stock, and (ii) 4.5-for-1 forward stock split of the Series A Super-Voting Preferred Stock effected on September 9, 2024.

MARWYNN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amount in U.S. dollars, except for number of shares)

(Unaudited)

	For the Six Months ended October 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,616,040	)	$	(442,900	)
Net income (loss) from discontinued operations		(646,656	)		340,968
Net loss from continuing operations		(2,969,384	)		(783,868	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		32,833			26,293
Amortization of operating lease right-of-use asset		-			15,916
Share-based compensation expense		58,583			-
Operating Lease Expense		23,566			-
Changes in operating assets and liabilities:
Accounts receivable		20,000			797,886
Prepaid expenses and other current assets		2,319,057			(321,113	)
Deferred IPO costs		-			(618,190	)
Advance to vendors		(138,195	)		(320,000	)
Accounts payable		176,440			190,257
Deferred revenue		-			(50,385	)
Tax payable		3,183			3,094
Accrued expenses and other current liabilities		11,032			20,670
Operating lease liabilities		(23,868	)		(22,950	)

Net cash used in operating activities from continuing operations		(486,753	)		(1,062,390	)
Net cash provided by operating activities from discontinued operations		149,343			390,405

Net Cash Used in Operating Activities		(337,410	)		(671,985	)

CASH FLOWS FROM INVESTING ACTIVITIES
Note receivable		(330,000	)		-

Net cash used in investing activities from continuing operations		(330,000	)		-
Net cash used in investing activities from discontinued operations		(11,900	)		(1,748	)

Net Cash Used in Investing Activities		(341,900	)		(1,748	)

CASH FLOWS FORM FINANCING ACTIVITIES:
Loan from (to) shareholder		193,853			(501	)
Proceeds from issuance of common stock		1,413,360			-

Net cash provided by (used in) financing activities from continuing operations		1,607,213			(501	)
Net cash used in financing activities from discontinued operations		(658,461	)		(619,442	)

Net Cash Provided by (Used in) Financing Activities		948,752			(619,943	)

Net change in cash and cash equivalents		269,442			(1,293,676	)

Cash and cash equivalents, beginning of the period		1,261,874			1,364,780

Cash and cash equivalents, end of the period	$	1,531,316		$	71,104

Less: Cash from discontinued operations end of the period	$	169,847		$	71,104
Cash from continuing operations, end of the period	$	1,361,469			-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income tax	$	-		$	155,020
Cash paid for interest	$	2,964		$	21,587

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MARWYNN HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS

Business

Marwynn Holdings, Inc. (“Marwynn” or the “Company”), through its wholly-owned subsidiaries, is primarily engaged in providing supply chain management solutions to customers in the United States of America.

Marwynn was incorporated in the state of Nevada, United States of America (“U.S.” or United States) on February 27, 2024 as a holding company with no substantial operations of its own.

The Company’s business was operated by the following entities: (1) FuAn Enterprise, Inc (“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; (2) Grand Forest Cabinetry Inc (“Grand Forest”), was incorporated in the state of California, on February 22, 2021. KZS Kitchen Cabinet & Stone Inc (“KZS”), was 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 is now under Grand Forest as the surviving corporation. Grand Forest is an indoor home improvement supply chain provider that focuses on providing high-quality kitchen cabinets, flooring, and home improvement products sourced from international suppliers.

Discontinued Operations - Grand Forest

During the second quarter of fiscal year 2026, following approval by the Board of Directors of the Company, the Company committed to a plan to dispose of Grand Forest Cabinetry Inc.

On October 27, 2025, Marwynn entered into a Securities 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. Pursuant to the Purchase Agreement, the Company has agreed to sell all 70,000 shares of common stock of Grand Forest that it owns to the Buyer for an aggregate cash purchase price of $550,000. The Closing is subject to certain customary conditions, including: (i) approval of the transaction by the Company’s board and stockholders, (ii) receipt of any required approval from Nasdaq, (iii) the absence of any court order or governmental action prohibiting the transaction, and (iv) no applicable law in effect that would make consummation of the transaction illegal. As of October 31, 2025, the transaction was not closed yet; however, the Company recorded $413,512 impairment loss as a result of this committed disposal.

The Company determined the planned sale of Grand Forest met the “held for sale” criteria and “discontinued operations” criteria in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements (“FASB ASC 205”), following approval and commitment to the disposal plan by the Board of Directors in the second quarter of fiscal year 2026. Results related to the Grand Forest are included within discontinued operations. Please refer to Note 3, Discontinued Operations for further information about the discontinued business. The Unaudited Condensed Consolidated Balance Sheet and Unaudited Condensed Consolidated Statements of Operations, as well as the notes to the Unaudited Condensed Consolidated Financial Statements, have been reclassified for all periods presented to reflect the discontinuation of Grand Forest in accordance with FASB ASC 205. The discussion in these notes to Unaudited Condensed Consolidated Financial Statements, unless otherwise stated, relates solely to the Company’s continuing operations.

As of October 31, 2025, the unaudited condensed consolidated financial statements of the Company of continuing operation include the following entities:

	Place and date of	% of ownership
Name of entities	incorporation	Direct		Indirect	Principal activities
Marwynn Holdings, Inc.	February 27, 2024, state of Nevada	Parent			Investment Holding
FuAn Enterprise, Inc.	April 18, 2016, State of California	100	%		Food and beverage supply chain and brand management services

Grand Forest Cabinetry Inc. has been classified as a discontinued operation and is presented separately in the unaudited condensed financial statements.

Completion of the IPO

On March 12, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with American Trust Investment Services, Inc., as representative of the several underwriters (the “Representative”), pursuant to which the Company issued and sold an aggregate of 2,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the initial public offering (the “Offering”) pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-284245) and a related prospectus supplements dated March 12, 2025, filed with the Securities and Exchange Commission (“Commission”). The Common Stock was sold at an offering price of $4.00 per share (the “Public Offering Price”), generating gross proceeds to the Company of $8,000,000, before deducting underwriting discounts and commissions and other estimated offering expenses. On March 14, 2025, the Company completed its IPO, and the Company received net proceeds of approximately $7.16 million, after deducting underwriting discounts and commissions and estimated IPO offering expenses payable by the Company.

On April 4, 2025, the Underwriter purchased 50,000 additional shares of the Company’s common stock, at a price of $4.00 per share (the “Over-Allotment Shares”). As a result, the Company has raised net proceeds of approximately $184,000, after underwriting discounts and commissions.

Liquidity and Going Concern

As reflected in the accompanying unaudited consolidated financial statements, the Company incurred net loss of $330,772 and $2,969,384 from continuing operations for the three and six months ended October 31, 2025, respectively, and had cash outflow from operating activities of $486,753 from continuing operations for the six months ended October 31, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of the unaudited condensed consolidated financial statements. 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’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.

The Company had $1,361,469 cash on hand and working capital of approximately $2.09 million as of October 31, 2025. 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. 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 from banks or others.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information with the instructions to the Quarterly Report on Form 10-Q and Article 8 Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes for the years ended April 30, 2025 and 2024 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on August 8, 2025. In the opinion of management, all adjustments, consisting of normal accruals, considered necessary for a fair presentation of the interim financial statements have been included. Results for the three and six months ended October 31, 2025 are not necessarily indicative of the results that may be expected for the year ending April 30, 2026. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions are eliminated in the consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Discontinued operations

On October 27, 2025, Marwynn entered into a Securities 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. A component of a reporting entity or a group of components of a reporting entity that are disposed or meet the criteria to be classified as held for sale, such as the management having the authority to approve the action, commits to a plan to sell the disposal group, should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Discontinued operations are reported when a component of an entity comprising operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity is classified as held for disposal or has been disposed of, if the component either (1) represents a strategic shift or (2) have a major impact on an entity’s financial results and operations. In the consolidated statements of operations and comprehensive loss, result from discontinued operations is reported separately from the income and expenses from continuing operations and prior periods are presented on a comparative basis. In order to present the financial effects of the continuing operations and discontinued operations, revenues and expenses arising from intra-group transactions are eliminated except for those revenues and expenses that are considered to continue after the disposal of the discontinued operations (see Note 3).

Use of Estimates

The preparation of the unaudited condensed 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 unaudited condensed 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, estimates used in the lease accounting, the allowance for credit loss, income taxes, the useful lives of long-lived assets and assumptions used in assessing impairment of long-lived assets, and stock-based compensation. 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.

Cash

Cash include cash on hand and demand deposits that are highly liquid in nature and have original maturities when purchased of three months or less. The Company’s cash is maintained at financial institutions in the United States of America. Deposits in these financial institutions may, from time to time, exceed the Federal Deposit Insurance Corporation (“FDIC”)’s federally insured limits. The standard insurance amount is $250,000 per depositor, per insured bank, for each account ownership category. The bank deposits exceeding the standard insurance amount will not be covered. As of October 31, 2025 and April 30, 2025, cash balances of continuing operations held in the banks, exceeding the standard insurance amount, are $1,111,469 and $621,009, respectively. The Company has not experienced any losses in accounts held in these financial institutions and believes it is not exposed to any risks on its cash held in these financial institutions.

Accounts Receivable, Net

On May 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (Accounting Standards Codification (“ASC”) 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. In addition, CECL made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and does not believe that it is more likely than not they will be required to sell.

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.

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. There was no allowance for credit losses related to continuing operations as of October 31, 2025 and April 30, 2025.

Property and Equipment, Net

Property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures for maintenance and repairs are expensed as incurred, while additions, renewals and improvements that extend the useful lives of property and equipment are capitalized. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts, and any resulting gain or loss is reflected in the consolidated statement of income. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives by asset classification are generally as follows:

	Estimated Useful Life
Furniture and fixtures	3 – 7 years
Office equipment	3 – 5 years
Warehouse machinery and equipment	5 – 7 years
Vehicles	5 years

Impairment of Long-Lived Assets

Long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

The Company evaluates events and changes in circumstances that could indicate the carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of those assets, the Company records an impairment charge in the period in which such a determination is made. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Based on the above analysis, no impairment loss was recognized related to these long-lived assets as of October 31, 2025 and April 30, 2025.

Income Tax

The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets also include the prior years’ net operating losses carried forward. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

The Company follows FASB ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.

The Company utilizes a two-step approach to evaluate 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 its 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.

Revenue Recognition

In accordance with ASC 606, “Revenue from Contracts with Customers,” revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these goods or services. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identifies contract(s) with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenues when (or as) it satisfies the performance obligation.

The Company derives its revenues primarily from two business segments to (i) provide food and beverage supply chain and brand management services, and (ii) consulting service related to brand management.

Revenue from food and beverage sales

FuAn sources authentic premium Asian foods from various suppliers and then distributes to customers (mainly supermarket and grocery stores) in the U.S. The Company accounts for revenue from sales of authentic premium Asian foods on a gross basis as the Company is responsible for fulfilling the promise to provide the desired authentic premium Asian foods products to customers and is subject to inventory risk before the product ownership and risk are transferred and has the discretion in establishing prices. All of FuAn’s contracts are fixed price contracts and have one single performance obligation as the promise is to transfer the individual goods to customers.

The sales transaction price is indicated in each purchase order with a Deduct from Invoice (“DFI”) discount which automatically reduces per unit cost on invoice, and payment terms are primarily set as “net 30.” The Company elects to account for shipping and handling as fulfillment activities, and not as a separate performance obligation. The Company’s revenue from sales of authentic premium Asian food products is recognized at a point in time when title and risk of loss passes and the customer accepts the goods, which generally occurs at delivery. Revenue from the sale of food products is reported net of sales returns and allowance.

Consulting services revenue

Consulting services revenue primarily consists of service income from 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. The Company’s contracts with customers for supply chain and brand management services are fixed-price contracts. The Company also believes that it serves as a principal in this type of transaction because it has the latitude in establishing prices with customers, and is responsible for bearing the related costs to complete the designated services. It normally takes a few months up to one year to complete the designated services. Revenue is recognized over the service period.

Sales Returns and Allowances

For food and beverage, the Company accrues estimated sales returns based on past experience and the current trend of product sales. There was no allowance for sales returns for continuing operations as of October 31, 2025 and April 30, 2025.

Disaggregation of Revenue

The following table provides information about disaggregated revenue from continuing operations by product or service type:

	For the three months ended October 31
	2025		2024
	(Unaudited)		(Unaudited)

Revenue from food and beverage sales	$	-	$	-
Revenue from consulting services		43,750		43,750
Total revenues	$	43,750	$	43,750

	For the six months ended October 31
	2025		2024
	(Unaudited)		(Unaudited)

Revenue from food and beverage sales	$	-	$	44,886
Revenue from consulting services		85,000		91,988
Total revenues	$	85,000	$	136,874

Cost of Revenues

Cost of revenues consists of merchandise purchase costs, warehousing labor and other costs, duty and freight-in costs, packaging costs, and labor costs associated with providing consulting services to customers.

Shipping and Handling Costs

Shipping and handling costs include costs incurred for delivery of the products to customers, and are included in selling expenses. Shipping and handling costs from continuing operations were $nil and nil for the three months ended October 31, 2025 and 2024, respectively. Shipping and handling costs from continuing operations were $nil and $116 for the six months ended October 31, 2025 and 2024, respectively.

Operating Expenses

Operating expenses primarily consist of selling expenses and general and administrative (“G&A”) expenses. Selling expenses mainly consist of advertising and marketing expenses, sales commission and showroom maintenance expenses. G&A expenses mainly consist of payroll expense, office and auto leasing, contracted labor, food testing, consulting, deprecation and insurance expenses. All costs associated with selling and general and administrative function are expensed as incurred.

Segment Information

An operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief financial officer, the Company’s chief operating decision maker (the “CODM”) in order to allocate resources and assess the performance of the segment.

In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM or decision-making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the CODM, reviews operating results by the revenue of different products. Based on management’s assessment, the Company has determined that it has two operating segments as defined by ASC 280, including sale of food and beverage, and consulting services.

The following tables present summary information by segment for the three months ended October 31, 2025 and 2024, respectively:

	For the three months ended October 31, 2025 (Unaudited)
	Sale of food and beverage			Consulting services			Total
Sales	$	-		$	43,750		$	43,750
Cost of sales		-			-			-
Operating expense		247,237			145,299			392,536
Loss from operations		(247,237	)		(101,549	)		(348,786	)
Other income, net					19,689			19,689
Income tax expense					(1,675	)		(1,675	)
Net loss	$	(247,237	)	$	(83,535	)	$	(330,772	)

Capital expenditure	$	-		$	-		$	-

	For the three months ended October 31, 2024 (Unaudited)
	Sale of food and beverage			Consulting services			Total
Sales	$	-		$	43,750		$	43,750
Cost of sales		-			-			-
Operating expense		270,758			19,482			290,240
Income (loss) from operations		(270,758	)		24,268			(246,490	)
Other income (expense), net					-			-
Income tax expense					(1,568	)		(1,568	)
Net income (loss)	$	(270,758	)	$	22,700		$	(248,058	)

Capital expenditure	$	-		$	-		$	-

The following tables present summary information by segment for the six months ended October 31, 2025 and 2024, respectively:

	For the six months ended October 31, 2025 (Unaudited)
	Sale of food and beverage			Consulting services			Total
Sales	$	-		$	85,000		$	85,000
Cost of sales		-			52			52
Operating expense		2,715,849			351,130			3,066,979
Loss from operations		(2,715,849	)		(266,182	)		(2,982,031	)
Other expense, net		-			15,830			15,830
Income tax expense		-			(3,183	)		(3,183	)
Net loss	$	(2,715,849	)	$	(253,535	)	$	(2,969,384	)

Capital expenditure	$	-		$	-		$
Total reportable assets	$	2,685,316					$	2,685,316

	For the six months ended October 31, 2024 (Unaudited)
	Sale of food and beverage			Consulting services			Total
Revenues, net	$	44,886		$	91,988		$	136,874
Cost of revenues		23,733			25,548			49,281
Operating expenses		607,636			260,731			868,3672
Loss from operations		(586,483	)		(194,291	)		(780,774	)
Income tax expense		1,015			2,079			3,094
Net loss	$	(587,498	)	$	(196,370	)	$	(783,868	)
Capital expenditure	$	—		$	—		$	—
Total reportable assets	$	1,707,120		$	—		$	1,707,120

For the three and six months ended October 31, 2025 and 2024, and as of October 31, 2025 and April 30, 2025, all of the Company’s assets are located in the United States and substantial portion of the revenue was derived from customers located in the United States.

Fair Value of Financial Instruments

The Company applies the fair value measurement accounting standard in accordance with ASC 820-10, “Fair Value Measurements and Disclosures,” whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in ASC 820-10 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels (Level 1 is the highest priority and Level 3 is the lowest priority):

●

Level 1 — Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

●

Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, or other observable inputs that can be corroborated by observable market data.

●

Level 3 — Unobservable inputs that are not supported by market data. Unobservable inputs are developed based on the best information available, which might include the Company’s own data.

Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, inventories, prepaid expenses and other current assets, short-term loan payable, accounts payable, accrued expenses and other current liabilities and deferred revenue approximate the fair value of the respective assets and liabilities as of October 31, 2025 and April 30, 2025 based upon the short-term nature of the assets and liabilities.

The Company believes that the carrying amount of long-term loan approximates its fair value at October 31, 2025 and April 30, 2025 based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rates.

Leases

Under ASC 842, “Leases,” a contract is or contains a lease when the Company has the right to control the use of an identified asset. The Company determines if an arrangement is a lease at inception of the contract, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. The commencement date of the lease is the date that the lessor makes an underlying asset available for use by the Company.

The Company determines if the lease is an operating or finance lease at the lease commencement date based upon the terms of the lease and the nature of the asset. The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Marwynn’s warehouse and office lease is classified as an operating lease, reflected in the operating lease right-of-use assets, current portion of operating lease liabilities and non-current portion of operating lease liabilities on the consolidated balance sheets. Marwynn’s equipment lease is classified as a finance lease, reflected in the property and equipment, current portion of finance lease liabilities and non-current portion of finance lease liabilities on the consolidated balance sheets.

The lease liability for both operating lease and finance lease is measured at the present value of future lease payments, discounted using the discount rate for the lease at the commencement date. As the Company is typically unable to determine the implicit rate, the Company uses an incremental borrowing rate based on the lease term and economic environment at commencement date. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU assets include adjustments for prepayments and accrued lease payments. The right-of-use (“ROU”) asset is initially measured as the amount of lease liability, adjusted for any initial lease costs, prepaid lease payments, and reduced by any lease incentives.

ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, “Property, Plant, and Equipment,” as ROU assets are long-lived nonfinancial assets.

ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU assets are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The right-of-use (“ROU”) asset is initially measured as the amount of lease liability, adjusted for any initial lease costs, prepaid lease payments, and reduced by any lease incentives. There was no impairment of the Company’s ROU assets as of October 31, 2025 and April 30, 2025.

Statement of Cash Flows

In accordance with ASC 230, “Statement of Cash Flows,” cash flows from the Company’s operations are formulated based upon the local currencies using the average exchange rate in the period. As a result, amounts related to assets and liabilities reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

Related Parties and Transactions

The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.

Parties, which can be a corporation or individual, are related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Transactions between related parties commonly occurring in the normal course of business are related party transactions. Transactions between related parties are also considered to be related party transactions even though they may not be given accounting recognition. While ASC does not provide accounting or measurement guidance for such transactions, it nonetheless requires their disclosure.

Share-based Compensation

The Company accounts for share-based compensation awards to officers, directors, employees, and for acquiring goods and services from nonemployees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the vesting period. The Company accounts for forfeitures when they occur.

Earnings (loss) per Common Stock

Basic earnings (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares pertaining to warrants, stock options, and similar instruments had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding unvested restricted stock, options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). Potential common stock that has an anti-dilutive effect (i.e., those that increase income per common stock or decrease loss per common stock) are excluded from the calculation of diluted loss per share. For the three months ended October 31, 2025 and 2024, the Company 0 dilutive share with anti-dilutive effect. For the six months ended October 31, 2025 and 2024, the Company had 31,683 and 0 dilutive share with anti-dilutive effect.

The following table sets forth the computation of basic and diluted net loss per share for the three months ended October 31, 2025 and 2024:

	For the three months ended October 31, (unaudited)
	2025			2024
Net loss attributable to the Company from continuing operations	$	(330,772	)	$	(248,058	)
Net income (loss) attributable to the Company from discontinued operations		(565,515	)		133,687
Weighted average common stock outstanding - basic		17,190,561			15,004,004
Weighted average common stock outstanding - diluted*		17,190,561			15,004,004
Net loss per share of common stock from continuing operations - basic	$	(0.02	)	$	(0.02	)
Net income (loss) per share of common stock from discontinued operations - basic	$	(0.03	)	$	0.01
Net loss per share of common stock from continuing operations - diluted	$	(0.02	)	$	(0.02	)
Net income (loss) per share of common stock from discontinued operations - diluted	$	(0.03	)	$	0.01

The following table sets forth the computation of basic and diluted net loss per share for the six months ended October 31, 2025 and 2024:

	For the six months ended October 31, (unaudited)
	2025			2024
Net loss attributable to the Company from continuing operations	$	(2,969,384	)	$	(783,868	)
Net income (loss) attributable to the Company from discontinued operations		(646,656	)		340,968
Weighted average common stock outstanding - basic		17,122,282			15,004,004
Weighted average common stock outstanding - diluted*		17,122,282			15,004,004
Net loss per share of common stock from continuing operations - basic	$	(0.17	)	$	(0.05	)
Net income (loss) per share of common stock from discontinued operations - basic	$	(0.04	)	$	0.02
Net loss per share of common stock from continuing operations - diluted	$	(0.17	)	$	(0.05	)
Net loss per share of common stock from discontinued operations -diluted	$	(0.04	)	$	0.02

*	Loss per share for basic and diluted weighted average shares outstanding are the same due to anti-dilutive effect resulting from the net loss for the three and six months ended October 31, 2025 and 2024.

Commitments and Contingencies

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. As of October 31, 2025 and April 30, 2025, the Company has no such contingencies.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of accounts and other receivables. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.

For the three months ended October 31, 2025, three customers accounted for 34%, 33% and 33% of the Company’s total revenues from continuing operations, respectively. For the three months ended October 31, 2024, three customers accounted for 34%, 33 % and 33% of the Company’s total revenues from continuing operations, respectively.

For the six months ended October 31, 2025, three customers accounted for 34%, 34% and 32% of the Company’s total revenues from continuing operations, respectively. For the six months ended October 31, 2024, three customers accounted for 57%, 21 % and 21% of the Company’s total revenues from continuing operations, respectively.

As of October 31, 2025, three customers accounted for 34%, 33% and 33% of the Company’s total outstanding accounts receivable balance from continuing operations, respectively. As of April 30, 2025, three customers accounted for 34%, 33% and 33% of the Company’s total outstanding accounts receivable balance from continuing operations, respectively.

For the three months ended October 31, 2025, the Company had no vendors accounted for more than 10% of the Company’s total purchases from continuing operations. For the three months ended October 31, 2024, the Company had no vendor accounted for more than 10% of the Company’s total purchase from continuing operations, respectively.

For the six months ended October 31, 2025, the Company had no vendors accounted for more than 10% of the Company’s total purchases from continuing operations. For the six months ended October 31, 2024, the Company had one vendor accounted for 91% of the Company’s total purchase from continuing operations, respectively.

As of October 31, 2025, one vendor accounted for 81% of the Company’s total outstanding accounts payable balance from continuing operations. As of April 30, 2025, one vendor accounted for 65% of the Company’s total outstanding accounts payable balance from continuing operations.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The ASU was issued in response to the SEC’s August 2018 final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated. The guidance in ASU 2023-06 is intended to align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities. The amendments introduced by ASU 2023-06 are effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. If, by June 30, 2027, the SEC has not removed the applicable requirements from its existing regulations, the pending content of the associated amendment will be removed from the ASC and will not become effective for any entities. Early adoption is permitted. The adoption of ASU 2023-06 is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.

On November 4, 2024, the FASB issued an ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”) to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales; selling, general, and administrative expenses; and research and development). The amendments in the ASU require disclosure in the notes to financial statements of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1. Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e). 2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same tabular disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4) Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.

In January 2025, the FASB issued ASU 2025-01 Income Statement-Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of the adoption of this standard to determine its impact on its disclosures.

In March 2025, the FASB issued ASU 2025-02—Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. The amendments in this Update are effective immediately and on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company is currently evaluating the effect of adoption of this standard to its unaudited condensed consolidated financial statements and disclosures.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquirer in the Acquisition of a Variable Interest Entity. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting period within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. 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.

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.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not been issued or made available for issuance. 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.

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.

NOTE 3 — DISCONTINUED OPERATIONS

On October 27, 2025, Marwynn entered into a Securities Purchase Agreement with Reli Home Décor Inc., solely for the purposes of selling all of the shares it owns in its wholly owned subsidiary Grand Forest. Pursuant to the Purchase Agreement, the Company has agreed to sell all 70,000 shares of common stock of Grand Forest that it owns to the Buyer for an aggregate cash purchase price of $550,000. As of October 31, 2025, the transaction was not closed yet. The Company anticipates that the transaction will be completed prior to the end of December 31, 2025.

The Company determined that the planned sale of Grand Forest met the “held for sale” criteria and “discontinued operations” criteria in accordance with FASB ASC 205 following approval and commitment to a disposal plan by the Board of Directors in the second quarter of fiscal year 2026. Accordingly, results related to Grand Forest are included within discontinued operations. The Condensed Consolidated Balance Sheet and Condensed Consolidated Statements of Operations, and the notes to the Condensed Consolidated Financial Statements, were retroactively reclassified for all periods presented to reflect the discontinuation of Grand Forest in accordance with FASB ASC 205.

The Company measured the sale of Grand Forest at the lower of carrying value or fair value less cost to sell at each reporting period. During the three months ended October 31, 2025, the Company recorded $413,512 of loss on assets held for sale based on the estimated fair value of Grand Forest at that time.

The estimated fair value as of October 31, 2025 was derived based on the 100% income approach. The discounted cash flow method, or the “DCF Method,” was used under the income approach to estimate the present value of the future economic benefits expected to be generated by the Grand Forest business based on projected cash flows.

The following table summarizes the carrying value of the assets and liabilities of the disposed group as of October 31, 2025 and April 30, 2025.

	As of October 31, 2025 (Unaudited)			As of April 30, 2025 (Unaudited)
ASSETS
Cash and Cash Equivalents	$	169,847		$	390,865
Account receivables, net		1,090,592			873,431
Inventories, net		4,634,308			4,784,269
Prepaid expenses and other current assets		324,463			263,887
Total current assets held for sale		6,219,210			6,312,452

Deferred tax assets, net		249,769			249,769
Property and equipment, net		196,315			252,809
Less: impairment allowance		(22,843	)		-
Operating lease right-of-use assets, net		3,309,018			3,753,656
Less: impairment allowance		(385,033	)		-
Finance lease right-of-use assets, net		48,440			54,253
Less: impairment allowance		(5,636	)		-

Total non-current assets held for sale		3,390,030			4,310,487

TOTAL ASSETS HELD FOR SALE	$	9,609,240		$	10,622,939

LIABILITIES
Short-term loan payable	$	100,000		$	100,000
Account Payable		4,384,491			3,875,088
Deferred revenue		612,336			-
Accrued expenses and other current liabilities		206,258			883,369
Operating lease liabilities – current		978,065			922,247
Financing lease liability – current		10,310			12,249
Income tax payable		50,019			50,019
Auto loan payable - current		9,581			12,547
Due to related parties		33,410			683,662
Total current liabilities held for sale		6,384,470			6,539,181

Operating lease liabilities – non-current		2,605,823			3,107,642
Finance lease liabilities – non-current		40,671			45,940
Auto loan payable - non-current		28,275			33,518
Total non-current liabilities held for sale		2,674,769			3,187,100


TOTAL LIABILITIES HELD FOR SALE	$	9,059,239		$	9,726,281

The following table presents the components of discontinued operations reported in the consolidated statements of operations for the three months and six months ended October 31, 2025 and 2024 (unaudited):

	For the three months ended October 31, 2025			For the three months ended October 31, 2024			For the six months ended October 31, 2025			For the six months ended October 31, 2024
Revenue, net	$	2,950,379		$	2,607,445		$	5,253,088		$	5,356,929

Cost of revenue		(1,926,209	)		(1,392,113	)		(3,275,770	)		(2,787,345	)

Gross profit		1,024,170			1,215,332			1,977,318			2,569,584

Operating expenses:
Selling expenses		(355,717	)		(134,930	)		(516,079	)		(257,043	)
General & administrative expenses		(818,088	)		(869,321	)		(1,691,876	)		(1,797,011	)
Total operating expenses		(1,173,805	)		(1,004,251	)		(2,207,955	)		(2,054,054	)

Income (loss) from operations		(149,635	)		211,081			(230,637	)		515,530

Other income (expenses):
Other income (expenses)		(949	)		(2,069	)		821			(260	)
Impairment loss		(413,512	)					(413,512	)
Interest expense		(1,419	)		(16,702	)		(3,328	)		(30,464	)
Total other expense, net		(415,880	)		(18,771	)		(416,019	)		(30,724	)

Income (loss) before income tax expense		(565,515	)		192,310			(646,656	)		484,806

Income tax expense		-			(58,623	)		-			(143,838	)

Net income (loss) from discontinued operations	$	(565,515	)	$	133,687		$	(646,656	)	$	340,968

NOTE 4 — ACCOUNTS RECEIVABLE, NET

Accounts receivable, net were $174,999 and $194,999 as of October 31, 2025 and April 30, 2025, respectively.

Accounts receivable by aging bucket as of October 31, 2025 and April 30, 2025, consisted of the following:

Accounts receivable by aging bucket	Balance as of October 31, 2025 (unaudited)		Balance as of April 30, 2025
Less than six months	$	128,750	$	131,249
Seven to nine months		43,675		43,750
Ten to twelve months		2,574		20,000
Total accounts receivable, net	$	174,999	$	194,999

As of the date of this report, subsequent collection of the outstanding accounts receivable from continuing operations as of October 31, 2025 was $15,000, and subsequent collection of the outstanding accounts receivable from continuing operations as of April 30, 2025 was $105,000.

NOTE 5 — NOTE RECEIVABLE

On May 10, 2025, the Company’s subsidiary FuAn entered into a short-term note receivable agreement with a third-party company Bio Essence Pharmaceutical Inc. (“BEP”) to lend $500,000 to Bio Essence at a fixed annual interest rate of 10% with maturity date on December 10, 2025. The Company received $170,000 repayment from BEP as of October 31, 2025.

On June 5, 2025 and July 10, 2025, the Company advanced $100,000 and $90,000, respectively, to BEP as a short-term borrowing with no interest. On August 4, 2025, the company received full repayment of $190,000 from BEP.

As of October 31,2025, the outstanding balance of note receivable was $330,000.

NOTE 6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets, consisted of the following:

	October 31, 2025 (unaudited)		April 30, 2025
Advance to vendors⁽ⁱ⁾	$	183,639	$	185,218
Security deposits⁽ⁱⁱ⁾		11,982		12,072
Prepaid service fee⁽ⁱⁱⁱ⁾		430,297		2,615,385
Others		5,895		—
Total	$	631,813	$	2,812,675

⁽ⁱ⁾

Advance to vendors represents cash paid to various vendors for inventory purchase. Advances to vendors are reviewed periodically to determine whether their carrying value has become impaired. The Company considers the assets to be impaired if the realization of the advance becomes doubtful. The Company uses the aging method to estimate the allowance for credit loss for unrealizable balances. In addition, at each reporting date, the Company generally determines the adequacy of allowance for credit loss by evaluating all available information, and then records specific allowances for those advances based on the specific facts and circumstances. As of October 31, 2025 and April 30, 2025, there was no credit loss recorded as management believed that all of the advance to vendor balances were fully realizable.

⁽ⁱⁱ⁾	Security deposits represent rental security payment to the landlords for its warehouse and office facilities, which will be refunded upon maturity of the lease.

⁽ⁱⁱⁱ⁾

Prepaid service fee represents various service agreements that the Company entered during fiscal year ended April 2025 for supply chain management service, logistics management service, market expanding and financial consulting services. The balances as of October 31, 2025, represented the unamortized remaining balance based on the agreements.

NOTE 7 — PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

	October 31, 2025 (unaudited)			April 30, 2025
Furniture and fixture	$	23,127		$	23,127
Less: accumulated depreciation		(13,266	)		(5,433	)
Property and equipment, net	$	9,861		$	17,694

Depreciation expenses from continuing operations were $3,917 and $647 for the three months ended October 31, 2025 and 2024, respectively. Depreciation expenses from continuing operations were $7,833 and $1,293 for the six months ended October 31, 2025 and 2024, respectively.

NOTE 8 — INTANGIBLE ASSETS, NET

Intangible asset, net consisted of the following:

	October 31, 2025 (unaudited)			April 30, 2025
Software	$	250,000		$	250,000
Less: accumulated amortization		(97,917	)		(72,917	)
Intangible assets, net	$	152,083		$	177,083

On November 19, 2023, the Company purchased a supply chain cloud management system from a third-party vendor at a cost of $0.25 million. This is a packaged software with multiple modules and functions, including accounting and reporting, purchase order processing and supply chain management, data gathering and analysis, etc. The Company amortizes this software over an estimated useful life of five years.

Amortization expenses for the three months ended October 31, 2025 and 2024 were $12,500 and $12,500, respectively.

Amortization expenses for the six months ended July 31, 2025 and 2024 were $25,000 and $25,000, respectively.

As of October 31, 2025, the estimated future amortization expenses of the intangible assets were as follow:

12 months ending October 31,	Amortization expenses
2026	$	50,000
2027		50,000
2028		50,000
2029		2,083
Total	$	152,083

NOTE 9 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

	October 31, 2025 (unaudited)		April 30, 2025
Payroll and payroll tax payable	$	1,911	$	2,008
Sales tax payable		-		372
Credit card payable		15,200		3,700
Total	$	17,111	$	6,080

NOTE 10 — LEASE

Operating lease

On January 19, 2024, FuAn entered into a sublease agreement with the landlord to lease an office in Irvine, California with a lease term of 27 months. The lease commenced on February 1, 2024, and will expire on April 30, 2026. The monthly rental payment is $3,825 for the period from February 1, 2024 to January 31, 2025, $3,978 for the period from February 1, 2025 to January 31, 2026, and $4,137 for the period from February 1, 2026 to April 30, 2026.

Total lease expenses from continuing operations amounted to $11,783 and $11,783 for the three months ended October 31, 2025 and 2024, respectively. Total lease expenses from continuing operations amounted to $23,566 and $23,566 for the six months ended October 31, 2025 and 2024, respectively. Total lease expenses from discontinued operations amounted to $292,009 and $292,009 for the three months ended October 31, 2025 and 2024, respectively. Total lease expenses from discontinued operations amounted to $584,018 and $584,018 for the six months ended October 31, 2025 and 2024, respectively. The Company’s ROU assets and lease liabilities are recognized using an effective interest rate of 10.50%, which was determined using the Company’s incremental borrowing rate.

As of October 31, 2025 and April 30, 2025, the average remaining term of the lease is 0.5 years and 1.0 years, respectively.

The Company’s operating ROU assets and lease liabilities were as follows:

	October 31, 2025 (unaudited)			April 30, 2025
Operating ROU:
Operating lease right-of-use assets	$	94,441			94,441
Less: accumulated amortization of ROU assets		(71,577	)		(49,845	)
ROU assets, net	$	22,864		$	44,596

Operating lease liabilities:
Operating lease liabilities, current	$	23,643		$	45,677
Operating lease liabilities, non-current		-			-
Total lease liabilities	$	23,643		$	45,677

As of October 31, 2025, future maturity of the Company’s operating lease liabilities is as follows:

Years Ending October 31,	Operating lease liabilities
2026	$	24,345
Total lease payments		24,345
Less: imputed interest		(702	)
Total lease liabilities	$	23,643

NOTE 11 — INCOME TAXES

Marwynn is a Nevada holding company subject to 21% corporate federal income tax rate. There is no state income tax rate because no state income tax is levied in Nevada. Marwynn is a holding company and does not have active operations as of October 31, 2025.

FuAn and Grand Forest were incorporated in the State of California, and are subject to 21% corporate federal income tax rate and 8.84% California state income tax rate. Marwynn, FuAn and Grand Forest file separate corporate income tax returns instead of a consolidated income tax return.

For the three months ended October 31, 2025, and 2024, the provision for income taxes consisted of the following:

	Three months ended October 31, 2025 (unaudited)		Three months ended October 31, 2024 (unaudited)
Current:
Federal income tax expense	$	838	$	816
State income tax expense		837		752
Deferred:
Federal income tax expense		—		—
State income tax expense		—		—
Total income tax expense	$	1,675	$	1,568

The following table reconciles the Company’s effective income tax rate for the six months ended October 31, 2025 and 2024:

	Three months ended October 31, 2025 (unaudited)			Three months ended October 31, 2024 (unaudited)
Federal statutory rate		(21.0	)%		(21.0	)%
State statutory rate, net of effect of state income tax deductible to federal income tax		(6.98	)%		(6.98	)%
Permanent difference – penalties, interest, and others		0.51	%		2.10	%
Valuation allowance		27.98	%		26.52	%
Effective tax rate		0.51	%		0.64	%

For the six months ended October 31, 2025, and 2024, the provision for income taxes consisted of the following:

	Six months ended October 31, 2025 (unaudited)	Six months ended October 31, 2024 (unaudited)
Current:
Federal income tax expense

SEC Form 10-Q filed by Marwynn Holdings Inc.