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 January 31, 2026

☐ 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 March 13, 2026.

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 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;

●

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 January 31, 2026

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	48
ITEM 4.	CONTROLS AND PROCEDURES	48

PART II - Other Information		49

ITEM 1.	LEGAL PROCEEDINGS	49
ITEM 1A.	RISK FACTORS	49
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	50
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	50
ITEM 4.	MINE SAFETY DISCLOSURES	50
ITEM 5.	OTHER INFORMATION	50
ITEM 6.	EXHIBITS	51

SIGNATURES		52

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

CONDENSED CONSOLIDATED BALANCE SHEETS

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

	January 31, 2026 (Unaudited)			April 30, 2025

ASSETS

Current Assets
Cash and cash equivalents	$	295,826		$	871,009
Accounts receivable, net		224,999			194,999
Other receivable		300,000			-
Due from related party		-			193,853
Note receivables		830,000			-
Prepaid expenses and other current assets		954,724			2,812,675
Total Current Assets		2,605,549			4,072,536

Non-Current Assets
Property and equipment, net		5,944			17,694
Intangible assets, net		139,583			177,083
Operating lease right-of-use assets, net		11,579			44,596
Deferred tax assets		-			2,227
Total Non-Current Assets		157,106			241,600

ASSETS FROM DISCONTINUED OPERATIONS		-			10,622,939

TOTAL ASSETS	$	2,762,655		$	14,937,075

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts payable	$	4,578		$	9,682
Accrued expenses and other current liabilities		247,308			6,080
Operating lease liabilities – current		12,207			45,677
Income tax payable		189,940			177,592
Total Current Liabilities		454,033			239,031

LIABILITIES FROM DISCONTINUED OPERATIONS		-			9,726,281

Total Liabilities		454,033			9,965,312

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.001, 5,000,000 shares authorized; 135,000 shares Series A Super Voting Preferred Stock designated, issued and outstanding at January 31, 2026 and April 30, 2025		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 January 31, 2026 and April 30, 2025, respectively		20,195			17,054
Additional Paid-in Capital		10,429,728			8,931,634
Accumulated deficit		(8,141,436	)		(3,977,060	)
Total Stockholders’ Equity		2,308,622			4,971,763

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,762,655		$	14,937,075

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

MARWYNN HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	For the Three Months ended January 31,						For the Nine Months ended January 31,
	2026			2025			2026			2025

Revenue, net	$	1,383,941		$	623,709		$	1,468,941		$	760,583
Cost of revenue		(1,300,286	)		(379,081	)		(1,300,338	)		(428,362	)
Gross profit		83,655			244,628			168,603			332,221

Operating expenses
Selling expenses		(14	)		(25,722	)		(1,314,182	)		(86,338	)
General & administrative expenses		(635,248	)		(134,823	)		(2,388,059	)		(942,574	)

Total operating expenses		(635,262	)		(160,545	)		(3,702,241	)		(1,028,912	)

Income (loss) from operations		(551,607	)		84,083			(3,533,638	)		(696,691	)

Other income (expenses)
Other expenses		(20,654	)		(2,168	)		(4,071	)		(2,168	)
Interest income (expense)		36,143			(115	)		35,390			(115	)
Total other income (expenses), net		15,489			(2,283	)		31,319			(2,283	)

Income (loss) before income tax provision		(536,118	)		81,800			(3,502,319	)		(698,974	)

Income tax provision		(12,218	)		(1,574	)		(15,401	)		(4,668	)

Net income (loss) from continuing operations		(548,336	)		80,226			(3,517,720	)		(703,642	)
Net income (loss) from discontinued operations, net of tax		-			(56,808	)		(646,656	)		284,160

Net loss	$	(548,336	)	$	23,418		$	(4,164,376	)	$	(419,482	)

Net loss per common stock
Basic and diluted*	$	(0.03	)	$	0.00		$	(0.23	)	$	(0.03	)
Weighted average number of common shares outstanding
Basic and Diluted**		20,194,804			15,004,004			18,146,456			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 nine months ended January 31, 2026.

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

MARWYNN HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2026 AND 2025

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

	Preferred shares				Common shares				Additional paid-in		Retained earnings (accumulated			Total 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

Net loss for the period		-		-		-		-		-		(548,336	)		(548,336	)

Share-based compensation expense		-		-		-		-		29,291		-			29,291

Balance as of January 31, 2026		135,000	$	135		20,194,804	$	20,195	$	10,429,728	$	(8,141,436	)	$	2,308,622

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

Net loss		-		-		-		-		-		(328,531	)		(328,531	)

Balance as of July 31, 2024		135,000		135		15,004,004		15,004		2,384,891		92,886			2,492,916

Net loss		-		-		-		-		-		(114,369	)		(114,369	)

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

Net income		-		-		-		-		-		23,418			23,418

Balance as of January 31, 2025		135,000	$	135		15,004,004	$	15,004	$	2,384,891	$	1,935		$	2,401,965

*	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.

UNAUIDTED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

	For the Nine Months ended January 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,164,376	)	$	(419,482	)
Net income (loss) from discontinued operations		(646,656	)		284,160
Net loss from continuing operations		(3,517,720	)		(703,642	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense		43,749			-
Depreciation and amortization		49,250			39,440
Share-based compensation expense		87,875			-
Change in deferred tax assets		2,227			681
Operating lease expense		35,349			27,699
Changes in operating assets and liabilities:
Accounts receivable		(73,749	)		789,136
Prepaid expenses and other current assets		2,359,334			(380,437	)
Deferred IPO costs		-			(697,750	)
Advance to vendors		(501,382	)		-
Accounts payable		(5,104	)		66,446
Deferred revenue		-			(50,385	)
Income tax payable		12,348			(99,552	)
Accrued expenses and other current liabilities		241,228			(5,333	)
Operating lease liabilities		(35,802	)		(34,425	)

Net cash used in operating activities from continuing operations		(1,302,397	)		(1,048,122	)
Net cash provided by operating activities from discontinued operations		198,788			767,410

Net Cash Used in Operating Activities		(1,103,609	)		(280,712	)

CASH FLOWS FROM INVESTING ACTIVITIES
Note receivables		(830,000	)		-
Other receivable		(300,000	)		-
Cash received from disposal of subsidiary		250,000			-

Net cash used in investing activities from continuing operations		(880,000	)		-
Net cash used in investing activities from discontinued operations		(11,900	)		(56,772	)

Net Cash Used in Investing Activities		(891,900	)		(56,772	)

CASH FLOWS FORM FINANCING ACTIVITIES:
Bank overdraft		-			24,212
Loans from (to) shareholders		193,853			(38,501	)
Proceeds from issuance of common stock		1,413,360			-

Net cash provided by (used in) financing activities from continuing operations		1,607,213			(14,289	)
Net cash used in financing activities from discontinued operations		(382,428	)		(756,961	)

Net Cash Provided by (Used in) Financing Activities		1,224,785			(771,250	)

Net change in cash and cash equivalents		(770,724	)		(1,108,734	)

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

Cash and cash equivalents, end of the period	$	491,150		$	256,046

ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS:
Cash and equivalents	$	295,826		$	480
Cash and equivalents included in discontinued operations	$	195,324		$	255,566
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income tax	$	19,163		$	312,673
Cash paid for interest	$	5,097		$	32,219

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”), which 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”), which 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. The Company disposed of Grand Forest during fiscal year 2026 and it is presented as a discontinued operation in the accompanying unaudited condensed consolidated financial statements. See “Discontinued Operations - Grand Forest” below; and (3) EcoLoopX Corporation (“EcoLoopX”), which was incorporated in the state of California on November 25, 2025, mainly engaged in e-waste reverse supply chain business. Its activities primarily include sourcing recyclable e-waste materials from suppliers and facilitating transactions with customers, as well as logistics management, documentation facilitation, and vendor and partner engagement. The Company believes the expansion 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.

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. On December 22, 2025, the Company completed the sale of all of its equity interests of Grand Forest. Following the sale of Grand Forest, the Company is no longer indoor home improvement supply chain provider.

As of January 31, 2026, 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

EcoLoopX Corporation

November 25, 2025, State of California

100

E-waste reverse supply chain

Grand Forest Cabinetry Inc. has been classified as a discontinued operation as of April 30, 2025, and for the three and nine months ended January 31, 2026 and 2025, 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 $548,336 and $3,517,720 from continuing operations for the three and nine months ended January 31, 2026, respectively, and had cash outflow from operating activities of $1,302,397 from continuing operations for the nine months ended January 31, 2026. 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 completed the disposal of Grand Forest Cabinetry Inc. during fiscal year 2026, allowing management to focus on its core supply chain consulting and food distribution business. The Company started the e-waste reverse supply chain business through its new subsidiary EcoLoopX during the three months ended January 31, 2026, to better align with its long-term growth objectives and enhance its ability to capture emerging market opportunities

The Company had $295,826 cash on hand and working capital of approximately $2.15 million as of January 31, 2026. 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 nine months ended January 31, 2026 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.

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 and cash equivalents

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 January 31, 2026 and April 30, 2025, cash balances of continuing operations held in the banks, exceeding the standard insurance amount, are $45,826 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 represents 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. The Company had $43,749 and nil allowance for credit losses related to continuing operations as of January 31, 2026 and April 30, 2025, respectively.

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 unaudited condensed consolidated statement of operations. 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

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 January 31, 2026 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 three business segments to (i) provide food and beverage supply chain and brand management services, (ii) consulting service related to brand management, and (iii) sale of recyclable e-waste materials.

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.

Revenue from recyclable e-waste materials sales

Revenue from recyclable e-waste materials consists primarily of sales of recyclable and recycled items, including metals, plastics, paper, electronic waste, and processed feedstock, to traders and downstream commercial customers. Currently, the Company’s customers for these transactions are primarily located in Hong Kong. The Company is in the process of expanding its customer base and is actively developing relationships with potential customers in the United States.. The Company recognizes revenue on a gross basis as it acts as the principal in these arrangements. The Company obtains control of the materials prior to transfer, has discretion in establishing pricing, and bears inventory risk before control is transferred to the customer. Customer contracts are generally fixed-price arrangements and typically include a single performance obligation of selling of the e-waste materials. Revenue is recognized at a point in time when control of the materials transfers to the customer, which generally occurs upon delivery in accordance with the contractual shipping terms. Customer contracts generally do not include variable consideration, material rights of return, or significant financing components.

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 January 31, 2026 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 January 31
	2026		2025
	(unaudited)		(unaudited)

Revenue from food and beverage sales	$	340,192	$	579,960
Revenue from consulting services		43,749		43,749
Revenue from recyclable e-waste materials sales		1,000,000		-
Total revenues	$	1,383,941	$	623,709

	For the nine months ended January 31
	2026		2025
	(unaudited)		(unaudited)

Revenue from food and beverage sales	$	340,192	$	624,846
Revenue from consulting services		128,749		135,737
Revenue from recyclable e-waste materials sales		1,000,000		-
Total revenues	$	1,468,941	$	760,583

Cost of Revenues

Cost of revenues consists of merchandise purchase costs, labor and other costs, duty and freight-in costs, packaging costs, processing and sorting 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 $1,681 and $722 for the three months ended January 31, 2026 and 2025, respectively. Shipping and handling costs from continuing operations were $1,681 and $838 for the nine months ended January 31, 2026 and 2025, 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 three operating segments as defined by ASC 280, including sale of food and beverage, consulting services and sale of e-waste materials.

The following tables present summary information by segment for the three months ended January 31, 2026 and 2025, respectively:

	For the three months ended January 31, 2026 (unaudited)
	Sale of food and beverage			Consulting services			Sale of e-waste materials			Total
Sales	$	340,192		$	43,749		$	1,000,000		$	1,383,941
Cost of sales		270,666			58,746			970,874			1,300,286
Operating expenses		146,649			55,500			433,113			635,262
Loss from operations		(77,123	)		(70,497	)		(403,987	)		(551,607	)
Other income (expense), net		22,720			(7,231	)		-			15,489
Income tax provision		(5,674	)		1,036			(7,580	)		(12,218	)
Net loss	$	(60,077	)	$	(76,692	)	$	(411,567	)	$	(548,336	)

Capital expenditure	$	-		$	-		$	-		$	-

	For the three months ended January 31, 2025 (unaudited)
	Sale of food and beverage			Consulting services			Total
Sales	$	579,960		$	43,749		$	623,709
Cost of sales		328,182			50,899			379,081
Operating expense		131,893			28,652			160,545
Income (loss) from operations		119,885			(35,802	)		84,083
Other expense, net		(1,876	)		(407	)		(2,283	)
Income tax provision		(2,820	)		1,246			(1,574	)
Net income (loss)	$	115,189		$	(34,963	)	$	80,226

Capital expenditure	$	-		$	-		$	-

The following tables present summary information by segment for the nine months ended January 31, 2026 and 2025, respectively:

	For the nine months ended January 31, 2026 (unaudited)
	Sale of food and beverage			Consulting services			Sale of e-waste materials			Total
Sales	$	340,192		$	128,749		$	1,000,000		$	1,468,941
Cost of sales		270,666			58,798			970,874			1,300,338
Operating expenses		2,862,498			406,630			433,113			3,702,241
Loss from operations		(2,792,972	)		(336,679	)		(403,987	)		(3,533,638	)
Other income, net		22,720			8,599			-			31,319
Income tax provision		(5,674	)		(2,147	)		(7,580	)		(15,401	)
Net loss	$	(2,775,926	)	$	(330,227	)	$	(411,567	)	$	(3,517,720	)

Capital expenditure	$	-		$	-		$	-		$	-
Total reportable assets	$	1,701,082		$	1,032,487		$	29,086		$	2,762,655

	For the nine months ended January 31, 2025 (unaudited)
	Sale of food and beverage			Consulting services			Total
Revenues, net	$	624,846		$	135,737		$	760,583
Cost of revenues		351,915			76,447			428,362
Operating expenses		739,530			289,382			1,028,912
Loss from operations		(466,599	)		(230,092	)		(696,691	)
Other expenses, net		(1,876	)		(407	)		(2,283	)
Income tax expense		(3,835	)		(833	)		(4,668	)
Net loss	$	(472,310	)	$	(231,332	)	$	(703,642	)
Capital expenditure	$	—		$	—		$	—
Total reportable assets	$	1,536,226		$	—		$	1,536,226

As of January 31, 2026 and April 30, 2025, all of the Company’s assets are located in the United States.

For the nine and three months ended January 31, 2026, the Company generate revenue from the U.S. was $382,727 and $354,775 and from Hong Kong and China was $1,086,214 and $1,029,166, respectively.

For the nine and three months ended January 31, 2025, the Company generate revenue from the U.S. was $623,710 and $594,543 and from Hong Kong and China was $136,873 and $29,166, respectively.

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 January 31, 2026 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 January 31, 2026 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 unaudited condensed 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 January 31, 2026 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 January 31, 2026 and 2025, the Company 0 dilutive share with anti-dilutive effect. For the nine months ended January 31, 2026 and 2025, the Company had 15,984 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 January 31, 2026 and 2025:

	For the three months ended January 31, (unaudited)
	2026			2025
Net (loss) income attributable to the Company from continuing operations	$	(548,336	)	$	80,226
Net loss attributable to the Company from discontinued operations		-			(56,808	)
Weighted average common stock outstanding - basic		20,194,804			15,004,004
Weighted average common stock outstanding - diluted		20,194,804	*		15,004,004
Net (loss) income per share of common stock from continuing operations - basic	$	(0.03	)	$	0.00
Net loss per share of common stock from discontinued operations - basic	$	-		$	(0.00	)
Net (loss) income per share of common stock from continuing operations - diluted	$	(0.03	)	$	0.00
Net loss per share of common stock from discontinued operations - diluted	$	-		$	(0.00	)

The following table sets forth the computation of basic and diluted net loss per share for the nine months ended January 31, 2026 and 2025:

	For the nine months ended January 31, (unaudited)
	2026			2025
Net loss attributable to the Company from continuing operations	$	(3,517,720	)	$	(703,642	)
Net (loss) income attributable to the Company from discontinued operations		(646,656	)		284,160
Weighted average common stock outstanding - basic		18,146,456			15,004,004
Weighted average common stock outstanding - diluted		18,146,456	*		15,004,004
Net loss per share of common stock from continuing operations - basic	$	(0.19	)	$	(0.05	)
Net (loss) income per share of common stock from discontinued operations - basic	$	(0.04	)	$	0.02
Net loss per share of common stock from continuing operations - diluted	$	(0.19	)	$	(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 nine months ended January 31, 2026. There were no diluted shares outstanding for the three and nine months ended January 31, 2026.

Commitments and Contingencies

Certain conditions may exist as of the date the unaudited condensed 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 unaudited condensed 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 January 31, 2026 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 January 31, 2026, three customers accounted for 72%, 15% and 10% of the Company’s total revenues from continuing operations, respectively. For the three months ended January 31, 2025, one customer accounted for 93% of the Company’s total revenues from continuing operations, respectively.

For the nine months ended January 31, 2026, two customers accounted for 68% and 14% of the Company’s total revenues from continuing operations, respectively. For the nine months ended January 31, 2025, one customer accounted for 76% of the Company’s total revenues from continuing operations, respectively.

As of January, 31, 2026, four customers accounted for 26 %, 26%, 26% and 22% 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 January 31, 2026, three vendors accounted for 75% 15%, and 10% of the Company’s total purchases from continuing operations. For the three months ended January 31, 2025, the Company had one vendor accounted for 100% of the Company’s total purchase from continuing operations, respectively.

For the nine months ended January 31, 2026, three vendors accounted 75%, 15%, and 10% of the Company’s total purchases from continuing operations. For the nine months ended January 31, 2025, the Company had two vendors accounted for 76% and 12% of the Company’s total purchase from continuing operations, respectively.

As of January 31, 2026, no vendor accounted for more than 10% 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 unaudited condensed 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. The transaction was closed on December 22, 2025. The Company recorded $226,381 gain on disposal of the subsidiary, which was different between the selling price of $550,000 and the carrying value of the net assets of $323,619 of the disposal entity. As of January 31, 2026, the Company received total payment of $250,000 and had a receivable of $300,000 was recorded as other receivable at the unaudited condensed consolidated balance sheets.

The Condensed Unaudited Consolidated Balance Sheet and Condensed Unaudited Consolidated Statements of Operations, and the notes to the Condensed Unaudited Consolidated Financial Statements, were retroactively reclassified for all periods presented to reflect the discontinuation of Grand Forest in accordance with FASB ASC 205.

The following table summarizes the carrying value of the assets and liabilities of the disposed group as of December 22, 2025 and April 30, 2025.

	As of December 22, 2025 (unaudited)			As of April 30, 2025 (unaudited)
ASSETS
Cash and Cash Equivalents	$	195,324		$	390,865
Account receivables, net		858,242			873,431
Inventories, net		5,332,898			4,784,269
Prepaid expenses and other current assets		295,338			263,887
Total current assets		6,681,802			6,312,452

Deferred tax assets, net		249,769			249,769
Property and equipment, net		187,222			252,809
Less: impairment allowance		(22,843	)		-
Operating lease right-of-use assets, net		3,226,475			3,753,656
Less: impairment allowance		(385,033	)		-
Finance lease right-of-use assets, net		47,404			54,253
Less: impairment allowance		(5,636	)		-

Total non-current assets		3,297,358			4,310,487

TOTAL ASSETS	$	9,979,160		$	10,622,939

LIABILITIES
Short-term loan payable	$	100,000		$	100,000
Account Payable		5,213,167			3,875,088
Accrued expenses and other current liabilities		679,840			883,369
Operating lease liabilities – current		997,311			922,247
Financing lease liability – current		10,465			12,249
Income tax payable		74,751			50,019
Auto loan payable - current		9,581			12,547
Due to related parties		4,698			683,662
Total current liabilities		7,089,813			6,539,181

Operating lease liabilities – non-current		2,500,340			3,107,642
Finance lease liabilities – non-current		32,368			45,940
Auto loan payable - non-current		33,020			33,518
Total non-current liabilities		2,565,728			3,187,100

TOTAL LIABILITIES	$	9,655,541		$	9,726,281

The following table presents the components of discontinued operations reported in the unaudited condensed consolidated statements of operations for the periods ended December 22, 2025 and the three months and nine months ended January 31, 2025 (unaudited):

	For the period from November 1, 2025 to December 22, 2025			For the three months ended January 31, 2025			For period from May 1, 2025 to December 22, 2025			For the nine months ended January 31, 2025
Revenue, net	$	1,449,720		$	2,081,051		$	6,702,808		$	7,437,980

Cost of revenue		(1,161,296	)		(1,207,904	)		(4,437,066	)		(3,995,249	)

Gross profit		288,424			873,147			2,265,742			3,442,731

Operating expenses:
Selling expenses		(28,168	)		(139,157	)		(544,246	)		(396,200	)
General & administrative expenses		(464,872	)		(816,024	)		(2,156,748	)		(2,613,035	)
Total operating expenses		(493,040	)		(955,181	)		(2,700,994	)		(3,009,235	)

(Loss) income from operations		(204,616	)		(82,034	)		(435,252	)		433,496

Other income (expenses):
Other income (expenses)		(2,590	)		4,395			(1,770	)		4,135
Impairment loss		-			-			(413,512	)		-
Gain on disposal		226,381			-			226,381			-
Interest expense

SEC Form 10-Q filed by Marwynn Holdings Inc.