[10-Q] Marwynn Holdings, Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

Marwynn Holdings, Inc. (MWYN) reported an unaudited quarter showing a material operating loss and recent public offering proceeds. The company completed an IPO selling 2,000,000 shares at $4.00 per share, generating gross proceeds of $8.0 million and net proceeds of approximately $7.16 million after underwriting and offering expenses; a 50,000 share overallotment generated an additional net $184,000. For the three months ended July 31, 2025, Marwynn recorded a net loss of $2,714,247 (loss per share $0.16) on 17,054,004 weighted average shares, and an operating cash outflow of $95,149. Balance sheet items include inventories of $4.55 million, accounts receivable net ~$1.09 million (with a sizable allowance), a $690,000 note receivable disclosed (subsequently partly repaid), unsecured promissory notes from stockholders totaling ~$0.23 million, and lease ROU assets and liabilities recognized. Management discloses plans to grow revenue channels for subsidiaries, may seek additional financing, and notes cash concentration and uninsured bank balances previously reported.

Insights

Financial Analyst

TL;DR: IPO proceeds bolster liquidity but heavy quarterly loss and negative operating cash flow weaken near-term financial position.

Marwynn's successful IPO provided roughly $7.16 million in net proceeds, which materially improves near-term liquidity. However, the company recorded a large quarterly net loss of $2.71 million and consumed cash from operations ($95k outflow), resulting in an accumulated deficit around $2.72 million. Revenue recognition from deferred revenue ($330,449 recognized) and inventory levels ($4.55 million) suggest ongoing sales activity, but margins and operating expenses drove the loss. The company relies on unsecured shareholder notes (~$0.23 million) and plans to seek additional capital, indicating potential dilution or debt financing ahead. Key metrics investors will watch are subsequent cash collections, gross margin trends, and pace of revenue growth from planned channel expansion.

Risk Analyst

TL;DR: Material operational and liquidity risks exist despite IPO proceeds; related-party and concentration exposures are notable.

The filing discloses concentration in receivables and payables, reliance on related-party advances and unsecured promissory notes, and deferred revenue fluctuations. Cash previously exceeded FDIC limits ($514,682 at April 30, 2025) though reduced to nil at July 31, 2025, which raises custodial risk. Lease liabilities and long-term commitments are significant given negative operating results. The company also discloses potential interest and penalties related to tax positions and the intent to file amended returns. Overall, operational continuity depends on successful market diversification, collection of receivables/note repayments, and access to additional capital.

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 July 31, 2025

or

☐ 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 17,054,004 shares of common stock, $0.001 par value, of the registrant issued and outstanding as of September 15, 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;

● 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 July 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		29
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		42
ITEM 4.	CONTROLS AND PROCEDURES		42
PART II - Other Information			43
ITEM 1.	LEGAL PROCEEDINGS		43
ITEM 1A.	RISK FACTORS		43
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		43
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		44
ITEM 4.	MINE SAFETY DISCLOSURES		44
ITEM 5.	OTHER INFORMATION		44
ITEM 6.	EXHIBITS		45
SIGNATURES			46

i

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

MARWYNN HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

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

		July 31, 2025 (Unaudited)				April 30, 2025
ASSETS
Current Assets
Cash		$	213,971			$	1,261,874
Accounts receivable, net			1,086,023				1,068,430
Due from a related party			-				193,853
Inventories, net			4,552,202				4,784,269
Note receivable			690,000				-
Prepaid expenses and other current assets			786,822				3,076,561
Total Current Assets			7,329,018				10,384,987
Non-Current Assets
Property and equipment, net			232,642				270,504
Intangible assets, net			164,583				177,083
Operating lease right-of-use assets, net			3,567,250				3,798,252
Finance lease right-of-use assets, net			51,347				54,253
Deferred tax assets			251,996				251,996
Total Non-Current Assets			4,267,818				4,552,088
TOTAL ASSETS		$	11,596,836			$	14,937,075
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Short-term loan payable		$	100,000			$	100,000
Accounts payable			4,061,285				3,884,769
Deferred revenue			532,968				730,482
Accrued expenses and other current liabilities			218,967				158,969
Operating lease liabilities – current			984,569				967,924
Financing lease liability –  current			10,081				12,249
Income tax payable			229,118				227,610
Auto loan payable - current			9,581				12,547
Due to related parties			232,642				683,662
Total Current Liabilities			6,379,211				6,778,212
Non-Current Liabilities
Operating lease liabilities – non-current			2,862,091				3,107,642
Finance lease liabilities – non-current			43,335				45,940
Auto loan payable - non-current			30,897				33,518
Total Non-Current Liabilities			2,936,323				3,187,100
Total Liabilities			9,315,534				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 July 31, 2025 and April 30, 2025, respectively			135				135
Common stock, par value $0.001, 45,000,000 shares authorized; 17,054,004 shares issued and outstanding at July 31, 2025 and April 30, 2025, respectively			17,054				17,054
Additional Paid-in Capital			8,960,926				8,931,634
Accumulated deficit			(6,696,813	)			(3,977,060	)
Total Stockholders' Equity			2,281,302				4,971,763
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	11,596,836			$	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.

1

MARWYNN HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

		For the three months ended July 31,
		2025				2024
Revenues, net		$	2,343,959			$	2,842,608
Cost of revenues			(1,349,613	)			(1,444,553	)
Gross profit			994,346				1,398,055
Operating expenses
Selling expenses			(1,436,730	)			(157,729	)
General & administrative expenses			(2,271,863	)			(1,470,162	)
Total operating expenses			(3,708,593	)			(1,627,891	)
Loss from operations			(2,714,247	)			(229,836	)
Other income (expenses)
Other income (expense)			(2,036	)			1,808
Interest expense			(1,962	)			(13,762	)
Total other expenses, net			(3,998	)			(11,954	)
Loss before income tax provision			(2,718,245	)			(241,790	)
Income tax provision			(1,508	)			(86,741	)
Net loss		$	(2,719,753	)		$	(328,531	)
Net loss per common stock
Basic and diluted*		$	(0.16	)		$	(0.02	)
Weighted average number of common shares outstanding
Basic and Diluted**			17,054,004				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 months ended July 31, 2025 and 2024.

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

2

MARWYNN HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED JULY 31, 2025 AND 2024

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

																		Additional				(Accumulated deficit)				Total
		Preferred shares								Common shares								paid-in				Retained				stockholders'
		Shares				Amount				Shares				Amount				capital				earnings				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
Balance as of April 30, 2024			135,000			$	135				15,004,004			$	15,004			$	2,384,891			$	421,417			$	2,821,447
Net loss for the period			-				-				-				-				-				(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

* 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.

3

MARWYNN HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

		For the three months ended July 31,
		2025				2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(2,719,753	)		$	(328,531	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			50,362				39,965
Bad debt expense			-				(5,760	)
Amortization of operating lease right-of-use asset			303,792				299,967
Amortization of finance lease right-of-use asset			4,166				-
Share-based compensation expense			29,292				-
Deferred tax assets			-				4,127
Changes in operating assets and liabilities:
Accounts receivable			(17,593	)			460,749
Inventories			232,067				(196,002	)
Prepaid expenses and other current assets			2,289,739				(905,339	)
Deferred IPO costs			-				(342,372	)
Accounts payable			176,516				294,200
Deferred revenue			(197,513	)			4,101
Tax payable			1,508				(70,119	)
Accrued expenses and other current liabilities			59,997				52,082
Operating lease liabilities			(301,696	)			(291,414	)
Finance lease liabilities			(6,033	)			(2,263	)
Net Cash Used in Operating Activities			(95,149	)			(986,609	)
CASH FLOWS FROM INVESTING ACTIVITIES
Note receivable			(690,000	)			-
Purchase of property and equipment			-				(5,000	)
Net Cash Used in Investing Activities			(690,000	)			(5,000	)
CASH FLOWS FORM FINANCING ACTIVITIES:
Repayment of auto loan payable			(5,588	)			(5,414	)
Repayment of loan from shareholder			193,853				-
Repayment of due to related parties			(451,019	)			(66,055	)
Net Cash Used in Financing Activities			(262,754	)			(71,469	)
Net change in cash			(1,047,903	)			(1,063,078	)
Cash, beginning of the period			1,261,874				1,364,780
Cash, end of the period		$	213,971			$	301,702
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income tax		$	-			$	152,733
Cash paid for interest		$	1,963			$	12,989

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

4

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.

Prior to the reorganization described below, 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.

Reorganization

On April 29, 2024, all the stockholders of FuAn transferred all of their ownerships in FuAn and exchanged for 7,399,084 shares of Marwynn’s common stock. On April 25, 2024, all the stockholders of Grand Forest transferred all of their ownerships in Grand Forest and exchanged for 4,976,244 shares of Marwynn’s common stock. On April 25, 2024, all the stockholders of KZS transferred all of their ownerships in KZS and exchanged for 2,132,676 shares of Marwynn’s common stock. The transfer was considered as a reorganization of entities under common control under ASC 805-50-15-6, since all the stockholders of FuAn, Grand Forest and KZS became the stockholders of Marwynn and own majority equity interest of Marwynn, and Marwynn became the parent of FuAn, Grand Forest and KZS. The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.

As of July 31, 2025, the unaudited condensed consolidated financial statements of the Company 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

February 22, 2021, State of California

100

%

Sale of indoor home improvement products

5

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 consolidated financial statements, the Company had net loss of $2,719,753 for the three months ended July 31, 2025 and cash outflow from operating activities of $95,149 for the three months ended July 31, 2025. The management plans to increase its revenue of FuAn by diversifying its markets from major mass market channels to ethnic supermarkets chains. In addition, FuAn has already finished the setup process to become a vendor to some major food distributors. The Company plans to increase Grand Forest’s revenue by providing more customized products to customers. Also, Company plans to expand the market for its products to southern California. The Company had unsecured promissory notes with several stockholders with a total balance of $0.23 million as of July 31, 2025. These unsecured promissory notes are payable on demand on or after August 1, 2025, and carry no interest. In the absence of any demand, the entire principal should be due on July 31, 2029. The unsecured promissory notes were still outstanding as of this report date. Management also intends to raise additional funds by way of a private or public offering, or by obtaining loans from banks or others.

The Company had $213,971 cash on hand and working capital of approximately $0.95 million as of July 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.

Based on above reasons, there is a substantial doubt about the Company’s ability to continue as a going concern for the next 12 months from the issuance of the unaudited condensed consolidated financial statements.

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 months ended July 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.

6

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.

7

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 July 31, 2025 and April 30, 2025, cash balances held in the banks, exceeding the standard insurance amount, are $nil and $514,682, 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. As of July 31, 2025 and April 30, 2025, the Company had allowance for credit losses of $557,201.

Inventories, Net

Inventories consist of merchandise held for sale and are stated at the lower of cost or net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recorded in cost of sales in the consolidated statement of income in the period in which it occurs. For indoor home improvement products, inventory costs primarily include merchandise costs and freight in costs. No assembly labor and overhead costs are allocated to indoor home improvement products because these costs are immaterial. Grand Forest determines inventory costs using the moving weighted average cost method. FuAn determined inventory costs using First-in-First-out method (“FIFO”). The Company records reserve for estimated losses related to shrinkage and other amounts that are otherwise not expected to be fully recoverable. The Company assesses the need for valuation allowances for slow-moving, excess and obsolete inventories by estimating the net recoverable value of such goods based upon inventory category, inventory age, specifically identified items and overall economic conditions. There was no inventory allowance as of July 31, 2025 and April 30, 2025.

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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 July 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.

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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) sale of indoor home improvement products to dealers and retail customers.

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.

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Revenue from sales of indoor home improvement products

Revenues from the sale of indoor home improvement products and accessories by Grand Forest and KZS at their stores, is recognized at a point in time when control of merchandise is transferred to the customer. Merchandise can either be picked up in the store or delivered to the customer. For merchandise picked up in the store, control is transferred at the time of the sale to the customer. For merchandise delivered to the customer, control is transferred either when delivery has been completed, or when the Company has a present right to payment which, for certain merchandise, occurs upon conveyance of the merchandise to the carrier for delivery. The majority of the Company’s customers purchase bulk boards without requesting assembly services. Occasionally, the Company offers assembly service to certain customers as a value-added service solely for marketing purposes to attract customers to place the orders with the Company. The Company does not separately charge the customers for assembly services. Sales of indoor home improvement products and related assembly services are not distinct in the context of the contract with the customers, because they are inputs to deliver the combined output of delivering the products to the customers. Therefore, sales of indoor home improvement products and assembly services are identified as a single performance obligation. Grand Forest and KZS’ payment terms are primarily at the point of sale for merchandise sales. Grand Forest and KZS elected to account for shipping and handling as fulfillment activities, and not as a separate performance obligation. The Company accounts for revenue from sales of indoor home improvement products on a gross basis as the Company is responsible for fulfilling the promise to provide the desired indoor home improvement products to customers and is subject to inventory risk before the product ownership and risk are transferred and has discretion in establishing prices. All of the Company’s contracts are fixed price contracts and have one single performance obligation as the promise is to transfer the individual goods to customers. Revenue from the sale of merchandise is reported net of sales returns and allowance. Grand Forest and KZS estimate future returns based on historical return and current trend of product sales.

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 and indoor home improvement product sales, the Company accrues estimated sales returns based on past experience and the current trend of product sales. The allowance for sales returns at July 31, 2025 and April 30, 2025, amounted to $205,988 and $205,988, respectively.

Disaggregation of Revenue

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

		For the three months ended July 31
		2025				2024
		(Unaudited)				(Unaudited)
Revenue from sales
Food and beverage		$	-			$	44,886
Indoor home improvement products			2,302,709				2,749,483
Total sales revenues		$	2,302,709			$	2,794,369
Revenue from consulting services			41,250				48,239
Total revenues		$	2,343,959			$	2,842,608

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Contract Assets and Liabilities

The Company did not have contract assets as of July 31, 2025 and April 30, 2025.

Contract liabilities are recognized for contracts where payment has been received in advance of product delivery. The Company’s contract liabilities, which are reflected in its unaudited condensed consolidated balance sheets as deferred revenue of $532,968 and $730,482  as of July 31, 2025 and April 30, 2025, respectively, consist primarily of fees received from customers in advance of product delivery. These amounts represented the Company’s unsatisfied performance obligations as of the balance sheet dates. The amounts of revenue recognized for the three months ended July 31, 2025 and 2024 that were included in the deferred revenue were $330,449 and $20,951, respectively.

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 were $1,590 and $345 for the three months ended July 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 Zhifen Zhou, the Company’s chief operating decision maker (the “CODM”) in order to allocate resources and assess the performance of the segment.

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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, sale of indoor home improvement products and accessories and consulting services.

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

		For the three months ended July 31, 2025 (Unaudited)
		Sale of food and beverage				Sale of indoor home improvement products				Consulting services				Total
Revenues, net		$	-			$	2,302,709			$	41,250			$	2,343,959
Cost of revenues			-				1,349,561				52				1,349,613
Operating expenses			-				3,502,762				205,831				3,708,593
Loss from operations			-				(2,549,614	)			(164,633	)			(2,714,247	)
Other expenses, net			(2,763	)			(1,235	)			-				(3,998	)
Income tax expense (benefit)			-				-				(1,508	)			(1,508	)
Net loss		$	(2,763	)		$	(2,550,849	)		$	(166,141	)		$	(2,719,753	)
Capital expenditure		$	-			$	-			$	-			$	-
Total reportable assets		$	1,022,500			$	10,574,336			$	-			$	11,596,836

		For the three months ended July 31, 2024 (Unaudited)
		Sale of food  and beverage				Sale of indoor home improvement products				Consulting services				Total
Revenues, net		$	44,886			$	2,749,483			$	48,239			$	2,842,608
Cost of revenues			23,773				1,395,232				25,548				1,444,553
Operating expenses			138,366				1,379,100				110,425				1,627,891
Loss from operations			(117,253	)			(24,849	)			(87,734	)			(229,836	)
Other expenses, net			—				11,954				—				11,954
Income tax expense			736				85,215				790				86,741
Net income		$	(117,989	)		$	(122,018	)		$	(88,524	)		$	(328,531	)
Capital expenditure		$	—			$	5,000				—			$	5,000
Total reportable assets		$	1,357,601			$	10,873,506				—			$	12,231,107

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For the three months ended July 31, 2025 and 2024, and as of July 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 July 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 July 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.

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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 July 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.

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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 July 31, 2025 and 2024, the Company had 54,385 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 July 31, 2025 and 2024:

		For the three months ended July 31, (unaudited)
		2025				2024
Net loss for basic and diluted attributable to the Company		$	(2,719,753	)		$	(328,531	)
Weighted average common stock outstanding- Basic			17,054,004				15,004,004
Weighted average common stock outstanding-Diluted*			17,054,004				15,004,004
Net loss per share of common stock-basic		$	(0.16	)		$	(0.02	)
Net loss per share of common stock-diluted		$	(0.16	)		$	(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 months ended July 31, 2025 and 2024.

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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 July 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 July 31, 2025, one customer accounted for 13% of the Company’s total sales. For the three months ended July 31, 2024, on customer accounted for more than 10% of the Company’s total sales.

As of July 31, 2025, three customers accounted for 66%, 45% and 21% of the Company’s total outstanding accounts receivable balance, respectively. As of April 30, 2025, three customers accounted for 63%, 54% and 10% of the Company’s total outstanding accounts receivable balance, respectively.

For the three months ended July 31, 2025, the Company had three vendors accounted for 47%, 15% and 13% of the Company’s total purchases. For the three months ended July 31, 2024, the Company had four vendors accounted for 33%,18%,13% and 11% of the Company’s total purchase, respectively.

As of July 31, 2025, one vendor accounted for 73% of the Company’s total outstanding accounts payable balance. As of April 30, 2025, one vendor accounted for 78% of the Company’s total outstanding accounts payable balance.

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.

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.

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In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the consolidated financial statements to provide enhanced transparency into the expense captions presented on the face of the statement of income and comprehensive income. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and may be applied either prospectively or retrospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. On January 6, 2025, FASB issued ASU 2025-01 that clarifies for non-calendar year-end entities the interim effective date of Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Public business entities are required to adopt the guidance in Update 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.

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.

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 — ACCOUNTS RECEIVABLE, NET

Accounts receivable, net, consisted of the following at July 31, 2025 and April 30, 2025:

		July 31, 2025 (unaudited)				April 30, 2025
Accounts receivable		$	1,849,212			$	1,831,619
Less: allowance for credit losses			(557,201	)			(557,201	)
Less: sales return allowance			(205,988	)			(205,988	)
Accounts receivable, net		$	1,086,023			$	1,068,430

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

Accounts receivable by aging bucket		Balance as of July 31, 2025 (unaudited)				Balance as of April 30, 2025
Less than six months		$	581,991			$	799,760
Seven to nine months			132,252				201,912
Ten to twelve months			371,780				66,758
Total accounts receivable, net		$	1,086,023			$	1,068,430

As of the date of this report, subsequent collection of the outstanding accounts receivable as of July 31, 2025 was $305,660, and subsequent collection of the outstanding accounts receivable as of April 30, 2025 was $557,633.

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The movement of allowance for credit losses and sales return allowance is as follows:

		July 31, 2025 (unaudited)				April 30, 2025
Beginning balance		$	763,189			$	230,686
Additions (recovery) of allowance for credit loss			—				532,503
Sales return allowance			—				—
Ending balance		$	763,189			$	763,189

NOTE 4 — INVENTORIES, NET

Inventories, net, consisted of the following:

		July 31, 2025 (unaudited)				April 30, 2025
Finished goods and merchandise		$	4,552,202			$	4,784,269
Inventory valuation allowance			—				—
Total inventory, net		$	4,552,202			$	4,784,269

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. (“ Bio Essence”) to lend $500,000 to Bio Essence at a fixed annual interest rate of 10% with maturity date on December 10, 2025.

On June 5, 2025 and July 10, 2025, the Company advanced $100,000 and $90,000, respectively, to Bio Essence as a short-term borrowing with no interest. On August 4, 2025, the company received full repayment of $190,000 from Bio Essence (see Note 16).

As of July 31,2025, the outstanding balance of note receivable was $690,000.

NOTE 6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

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

		July 31, 2025 (unaudited)				April 30, 2025
Advance to vendors(i)		$	43,883			$	302,346
Security deposits(ii)			158,785				158,830
Prepaid service fee(iii)			577,496				2,615,385
Others			6,659				—
Total		$	786,822			$	3,076,561

⁽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 July 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 July 31, 2025, represented the unamortized remaining balance based on the agreements.

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NOTE 7 — PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

		July 31, 2025 (unaudited)				April 30, 2025
Furniture and fixture		$	268,069			$	268,069
Machinery and equipment			394,504				394,504
Vehicles			114,636				114,636
Subtotal			777,209				777,209
Less: accumulated depreciation			(544,567	)			(506,705	)
Property and equipment, net		$	232,642			$	270,504

Depreciation expenses were $37,862 and $27,465 for the three months ended July 31, 2025 and 2024, respectively. 

NOTE 8 — INTANGIBLE ASSETS, NET

Intangible asset, net consisted of the following:

		July 31, 2025 (unaudited)				April 30, 2025
Software		$	250,000			$	250,000
Less: accumulated amortization			(85,417	)			(72,917	)
Intangible assets, net		$	164,583			$	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 July 31, 2025 and 2024 were $12,500 and $12,500, respectively.

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

12 months ending July 31,		Amortization expenses
2026		$	50,000
2027			50,000
2028			50,000
2029			14,583
Total		$	164,583

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NOTE 9 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

		July 31, 2025 (unaudited)				April 30, 2025
Payroll and payroll tax payable		$	152,235			$	113,278
Sales tax payable			35,002				39,491
Credit card payable			31,730				6,199
Total		$	218,967			$	158,969

NOTE 10 — LOANS PAYABLE

Short-term Loan Payable

On June 9, 2020, KZS entered into a loan agreement with KZ Kitchen Cabinet & Stone, Inc., an unrelated party whereby KZS borrowed $100,000, with an annual interest rate of 4.75% payable monthly, and the loan principal to be repaid at maturity on June 9, 2025. As of the date the unaudited condensed consolidated financial statement is issued, the Company is still in the process to extend the loan term. Upon a breach of the agreement, interest will accrue at a compound rate of 10% per annum and KZ Kitchen Cabinet & Stone, Inc., may declare the unpaid principal balance together with all accrued but unpaid interest thereon and all other sums owed to it under the agreement, immediately due and payable. Following the Reorganization, this loan became an obligation of the Company.

Interest expense was $521 and $12,958 for the three months ended July 31, 2025 and 2024, respectively.

NOTE 11 — AUTO LOAN PAYABLES

On August 7, 2019, the Company entered a loan agreement with an auto dealer to purchase a vehicle. The loan has a maturity date on August 21, 2025 and bears interest at a rate of 4.79% per annum, payable monthly from September 21, 2019. During the three months ended July 31, 2025 and 2024, the company repaid $2,966 and $2,130 (including principal and interest) for this loan. On June 26, 2025, the Company repaid this loan in full. As of July 31, 2025 and April 30 2025, the outstanding balance for this loan was $nil and $2,966, respectively.

On October 4, 2024, the Company entered a loan agreement with another auto dealer to purchase a vehicle. The loan has a maturity date on October 10, 2029 and bears interest at a rate of 6.75% per annum, payable monthly from October 10, 2024. During the three months ended July 31, 2025 and 2024, the Company repaid $2,627 and nil (including principal and interest) for this loan. As of July 31, 2025 and April 30, 2025, the outstanding balance for this loan was $40,478 and $43,099, respectively.

NOTE 12 — LEASE

Operating lease

On June 25, 2019, KZS entered into a lease agreement with the landlord to lease a showroom located in a shopping center in Santa Clara, California, with a lease term of five and half years, and an option to renew the lease for another five years. The lease commenced on August 1, 2019 and will expire on January 31, 2030 including the five-year option as the Company believes it is more than likely they will exercise the lease renewal option. The Company received a six-month rent abatement, which was considered in calculating the present value of the operating lease ROU asset. The monthly rental payment is $21,168 for the period from February 1, 2020 to January 31, 2021, with a 2% rental payment increase for each year thereafter.

On February 1, 2021, KZS entered into a sublease agreement with the landlord to lease a warehouse in Union City, California, with a lease term of 30 months, commencing on March 1, 2021, and with the expiration date on August 31, 2023. The Company received a two-month rent abatement, which was considered in calculating the present value of the operating lease ROU asset. The initial monthly rental payment is $38,500 for the period from May 1, 2021 to August 31, 2021, with an approximately 3% rental payment increase starting on September 1, 2021 for each 12 months. On March 20, 2023, the Company terminated the sublease agreement and signed a new lease agreement directly with landlord to lease the same property with expanded space for a lease term of 61 months. The new lease commenced on September 1, 2023, and will expire on September 30, 2028. The Company received a one-month rent abatement, which was considered in calculating the present value of the operating lease ROU assets. The initial monthly rental payment is $70,400 for the period from October 1, 2023 to August 31, 2024, with an approximately 4% rental payment increase starting on September 1, 2024 for each 12 months thereafter.

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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 amounted to $303,792 and $299,967 for the three months ended July 31, 2025 and 2024, respectively. The Company’s ROU assets and lease liabilities are recognized using an effective interest rate of the range 3.38% to 10.50%, which was determined using the Company’s incremental borrowing rate.

For the three months ended July 31, 2025 and 2024, the average remaining term of the lease is 3.56 years and 2.10 years, respectively.

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

		July 31, 2025 (unaudited)				April 30, 2025
Operating ROU:
Operating lease right-of-use assets		$	6,038,660				6,038,660
Less: accumulated amortization of ROU assets			(2,471,410	)			(2,240,408	)
ROU assets, net		$	3,567,250			$	3,798,252
Operating lease liabilities:
Operating lease liabilities, current		$	984,569			$	967,924
Operating lease liabilities, non-current			2,862,091				3,107,642
Total lease liabilities		$	3,846,660			$	4,075,566

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

Years Ending July 31,		Operating lease liabilities
2026		$	1,230,345
2027			1,236,163
2028			1,279,831
2029			468,607
2030			151,787
Total lease payments			4,366,733
Less: imputed interest			(520,073	)
Total lease liabilities		$	3,846,660

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Finance lease

Effective August 15, 2022, the Company entered a 36-month lease with an unrelated vendor to lease a forklift with monthly payment of $804 and lease expiration date on July 15, 2025. At the lease expiration date, the Company has the option to renew on a month-to-month basis at the same monthly lease payment or purchase the equipment.

Effective January 2, 2025, the Company entered a 60-month lease with an unrelated vendor to lease a forklift with monthly payment of $1,207 and lease expiration date on January 2, 2030. At the lease expiration date, the Company has the option to purchase the equipment at $1.

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

		July 31, 2025 (unaudited)				April 30, 2025
Finance ROU:
Finance lease right-of-use assets		$	58,128			$	58,128
Less: accumulated amortization of ROU assets			(6,781	)			(3,875	)
ROU assets, net		$	51,347			$	54,253
Finance lease liabilities:
Finance lease liabilities, current		$	10,081			$	12,249
Finance lease liabilities, non-current			43,335				45,940
Total lease liabilities		$	53,416			$	58,189

The components of lease costs, lease term and discount rate with respect of the forklift lease with an initial term of more than 12 months are as follows:

		For the three months ended July 31, 2025				For the three months ended July 31, 2024
Finance lease expense		$	1,260			$	150
Weighted average remaining lease term (years) – finance leases			4.43				0.96
Weighted average discount rate - finance leases			5.50	%			5.50	%

The following is a schedule, by years, of maturities of finance lease liabilities as of July 31, 2025:

For the 12 months ending		Finance Leases
2026		$	14,480
2027			14,480
2028			14,480
2029			14,480
2030			7,240
Total undiscounted cash flows			65,159
Less: imputed interest			(11,742	)
Total finance lease liabilities		$	53,416

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NOTE 13 — 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 July 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 July 31, 2025, and 2024, the provision for income taxes consisted of the following:

		Three months ended July 31, 2025 (unaudited)				Three months ended July 31, 2024 (unaudited)
Current:
Federal income tax expense		$	817			$	55,695
State income tax expense			691				26,919
Deferred:
Federal income tax expense			—				3,097
State income tax expense			—				1,030
Total income tax expense		$	1,508			$	86,741

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

		Three months ended July 31, 2025 (unaudited)				Three months ended July 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			0.06	%			2.29	%
Valuation allowance			27.98	%			61.56	%
Effective tax rate			0.06	%			35.87	%

Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred taxes are comprised of the following:

		July 31, 2025 (unaudited)				April 30, 2025
Deferred tax assets:
Sales allowance		$	57,643			$	57,643
Bad debt expense			155,925				155,925
Operating lease liabilities, net of ROU			78,189				77,602
Finance lease liabilities, net of ROU			579				432
NOL			178,289				122,023
Valuation allowance			(177,098	)			(120,098	)
Deferred tax assets, net		$	293,527			$	293,527
Deferred tax liability:
Depreciation expense			41,531				41,531
Deferred tax assets, net of deferred tax liability		$	251,996			$	251,996

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Uncertain tax positions

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of July 31, 2025 and April 30, 2025, the Company had $13,639 and $12,131 accrued interest and penalties related to understated income tax payments, respectively. For the three months ended July 31, 2025 and 2024, the Company recorded $1,508 and $3,352 of interest and penalties related to understated income tax payments, respectively. The Company intends to file amended income tax returns for these two fiscal years with respect to these positions within the next few months.

NOTE 14 — RELATED PARTY TRANSACTIONS

The Company’s related party transactions consisted of the following:

Due from a related party

Name of Related Party		Nature		Relationship		July 31, 2025 (unaudited)				April 30, 2025
Yin Yan		Other receivable		Chief Executive Officer (“CEO”) and owned 81% of equity interest of FuAn (before reorganization) and owns 40% of common shares and 100% of preferred shares of Marwynn		$	—				193,853
Total						$	—			$	193,853

As of April 30, 2025, due from a related party was the advances payment that the Company paid to the related party. On May 20, 2025, the Company received the full repayment from this related party. As of July 31, 2025, there is no balance of due from a related party. 

Due to related parties

Name of Related Party		Nature		Relationship		July 31, 2025				April 30, 2025
Fulai Wang*		Promissory Note		Spouse of Yin Yan and owned 36% of equity interest of Grand Forest (before reorganization) and owns 12% of common shares of Marwynn			10,000				40,000
Sen Zhong*		Promissory Note		Spouse of Zhifen Zhou, owned 57% of equity interest of Grand Forest (before reorganization) and owns 19% of common shares of Marwynn			175,397				396,417
Hong Le Liang*		Promissory Note		CEO of Grand Forest and KZS, owned 7% of equity interest of Grand Forest and 67% of equity interest of KZS (before reorganization), and owns 12% of common shares of Marwynn			47,245				247,245
Total						$	232,642			$	683,662

* As of July 31, 2025, the advances were memorialized pursuant to unsecured promissory notes between Grand Forest and the holders. The unsecured promissory notes are payable on demand on or after August 1, 2025, and carry no interest. In the absence of any demand, the entire principal shall be due on July 31, 2029. The unsecured promissory notes were still outstanding as of this report date.

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NOTE 15 — STOCKHOLDERS’ EQUITY

Prior to April 2024, Grand Forest borrowed interest free funds from its stockholders as working capital and recorded such borrowings as due to related parties. On April 19, 2024, three stockholders of Grand Forest converted total of $700,000 related party other payable in exchange for 70,000 common shares of Grand Forest, which constituted 100% equity interest of Grand Forest. On April 25, 2024, theses stockholders transferred 70,000 Grand Forest shares into Marwynn in exchange for 4,976,244 common shares of Marwynn.

On April 19, 2024, one stockholder of KZS converted $100,000 related party other payable in exchange 10,000 common shares of KZS, representing 33% equity interest of KZS. On April 25, 2024, this stockholder transferred 10,000 KZS shares into Marwynn in exchange for 710,892 common shares of Marwynn. In addition, another stockholder of KZS transferred 20,000 KZS shares that he owned from original capital contribution (representing 67% equity interest of KZS) into Marwynn in exchange for 1,421,784 common shares of Marwynn.

On April 29, 2024, all the stockholders of FuAn transferred their 100% equity interest in FuAn to Marwynn in exchange for 7,399,084 common shares of Marwynn.

Marwynn was incorporated in the state of Nevada on February 27, 2024. The Company is authorized to issue 45,000,000 shares of common stock, and 5,000,000 shares of preferred stock, par value $0.001 (“Preferred Stock”), of which 135,000 shares of Preferred Stock have been designated as “Series A Super Voting Preferred Stock.” Each share of common stock is entitled to one (1) vote and each share of Series A Super Voting Preferred Stock is entitled to one thousand (1,000) votes on any matter on which action of the stockholders of the corporation is sought. The Series A Super Voting Preferred Stock will vote together with the common stock. The holders of Series A Super Voting Preferred Stock shall not be entitled to receive dividends of any kind or be entitled to any liquidation preference. The Series A Preferred Stock shall not be subject to conversion into common stock or other equity authorized to be issued by the Company. The Series A Super Voting Preferred is redeemable at the election of the holder at a redemption price of $0.001 per share.

On April 24, 2024, the Company entered a Subscription Agreement with an individual investor, pursuant to the subscription agreement, on April 30, 2024, the Company issued 186,000 common shares of Marwynn at $2.50 per share to the investor for proceeds of $300,000.

On April 24, 2024, the Company entered a Subscription Agreement with another individual investor, pursuant to the subscription agreement, on April 30, 2024, the Company issued 310,000 common shares of Marwynn at $2.50 per share to the investor for proceeds of $500,000.

On April 25, 2024, Marwynn and Marwynn’s CEO Yin Yan (also the initial major stockholder of Marwynn) entered into a Series A Super Voting Preferred Stock Purchase Agreement (“Purchase Agreement”), pursuant to the purchase agreement, Marwynn’s CEO purchased 135,000 super voting preferred stock for $30.

On September 9, 2024, the Company filed an Amended and Restated Articles of Incorporation to effect (i) 1.55-for-1 forward stock split of the Company’s common stock, and (ii) 4.5-for-1 forward stock split of the Company’s Series A Super-Voting Preferred Stock. Share and per share data in the consolidated financial statements and notes to consolidated financial statements are presented on a retroactive basis to reflect the forward stock split.

Initial public offering (the “IPO”)

On March 12, 2025, the Company entered into an underwriting agreement with American Trust Investment Services, Inc (the “Underwriter”) in connection with the Company’s IPO of 2,000,000 shares of Class A common stock, at a price of $4.00 per share, less underwriting discounts and commissions.

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The IPO closed on March 14, 2025, 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.

The Company also agreed to issue to the Representative (or its permitted assignees) a warrant (“Representative Warrant”) to purchase up to 100,000 shares of Common Stock (and up to 115,000 shares of Common Stock assuming the Representative’s option is exercised in full), which is equal to 5% of the shares sold in the Offering, exercisable for cash or on a cashless basis at a per share price equal to $4.80 per share. The Representative Warrant will be exercisable at any time, and from time to time, in whole or in part, after 180 days from March 11, 2025, and will expire on March 11, 2030. The Company accounted for the warrants issued based on the FV method under FASB ASC Topic 505, and the FV of the warrants was calculated using the Black-Scholes model under the following assumptions: life of 5 years, volatility of 100%, risk-free interest rate of 4.03% and dividend yield of 0%. The FV of the warrants issued at the grant date was $321,681. The warrants issued in this financing were classified as equity instruments.

Following is a summary of the activities of warrants for the period ended July 31, 2025:

		Number of Warrants				Exercise Price				Weighted Average Remaining Contractual Term in Years
Outstanding as of April 30, 2025			100,000			$	4.80				4.95
Exercisable as of April 30, 2025			—			$	—				—
Granted			—				—				—
Exercised			—				—				—
Forfeited			—				—				—
Expired			—				—				—
Outstanding as of July 31, 2025 (unaudited)			100,000			$	4.80				4.70
Exercisable as of July 31, 2025 (unaudited)			—			$	—				—

As of July 31, 2025 and April 30, 2025, total number of shares of common stock issued and outstanding was 17,054,004 shares, at par value of $0.001 per share; total number of shares of preferred stock issued and outstanding was 135,000 shares. The number of authorized and outstanding common stock were retrospectively applied as if the transaction occurred at the beginning of the period presented.

Shares-based compensation

On July 24, 2024, the Board of Directors granted non-qualified stock options to each of its three independent directors. Each director received options to purchase 31,000 shares of the Company’s common stock at an exercise price of $1.6129 per share. The stock options have a term of 10 years and are vested in three equal annual installments beginning on the first anniversary of the grant date, subject to continued service as a director on each applicable vesting date.

The grant-date fair value of the stock options awarded to directors was $351,500, total compensation expense related to these options will be recognized on a straight-line basis over the three-year vesting period. For the three months ended July 31, 2025, the Company recognized $29,292 share-based compensation expense for the options to the three directors. As of July 31, 2025 and April 30, 2025, unrecognized compensation expense related to these options was $232,128 and $261,420, respectively.

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Following is a summary of the activities of stock options for the three months ended July 31, 2025:

		Number of Stock Options				Exercise Price				Weighted Average Remaining Contractual Term in Years
Outstanding as of April 30, 2025			93,000			$	1.61				9.23
Exercisable as of April 30, 2025			—			$	—				—
Granted			—				—				—
Exercised			—				—				—
Forfeited			—				—				—
Expired			—				—				—
Outstanding as of July 31, 2025 (unaudited)			93,000			$	1.61				8.98
Exercisable as of July 31, 2025 (unaudited)			31,000			$	1.61				8.98

NOTE 16 — SUBSEQUENT EVENTS

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the unaudited condensed consolidated financial statements were issued and determined the Company has following subsequent events that need to be disclosed.

On August 4, 2025, the Company received full repayment of the principal amounts of $190,000 from Bio Essence for the note receivable (see Note 5).

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. As discussed in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations, intentions, or projections, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under Part II - Item 1A Risk Factors of this Report, in the “Risk Factors” section of our annual report on Form 10-K for the fiscal year ended April 30, 2025 and in the audited consolidated financial statements and notes included therein (collectively, the “2024 Annual Report”), as well as in our unaudited condensed consolidated financial statements and the related notes included in this Report. Pursuant to Instruction 2 to paragraph (b) of Item 303 of Regulation S-K promulgated by the SEC, in preparing this discussion and analysis, we have presumed that readers have access to and have read the disclosure under the same heading contained in the 2024 Annual Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties, and assumptions about us that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. References to “we”, “us”, “our,” or the “Company” are to Marwynn Holdings, Inc. and its wholly-owned operating subsidiaries, except where the context requires otherwise.

Business Overview and Recent Development

Marwynn Holdings, Inc. (“Marwynn” or the “Company”) was incorporated in the state of Nevada, United States of America (“USA”) on February 27, 2024. The Company is a holding company with no material operations of its own, Marwynn conducts substantially all its operations through its wholly-owned subsidiaries FuAn Enterprise, Inc (“FuAn”) and Grand Forest Cabinetry Inc (“Grand Forest”).

FuAn was incorporated in the state of California on April 18, 2016. FuAn is a food and non-alcoholic beverage supply chain company that specializes in connecting businesses between different regions, particularly between Asia and the U.S. FuAn’s comprehensive supply chain services include the sourcing of Asian food, snacks, and non-alcoholic beverages, and distributing branded goods to mainstream markets, grocery stores and wholesale/warehouse clubs in the U.S. In addition, FuAn provides supply chain consulting, and market expansion support for businesses. With a focus on sourcing Asian foods and non-alcoholic beverages, FuAn aims at becoming a leading importer and distributor of premium Asian foods and non-alcoholic beverages to the U.S. markets.

Grand Forest was incorporated in the state of California on February 22, 2021. Grand Forest is an indoor home improvement supply chain provider that focus on providing high-quality kitchen cabinets, flooring, and home improvement products sourced from international suppliers. Grand Forest focuses on sourcing high-quality products from reliable overseas suppliers and distributing them to customers across the U.S.

On March 12, 2025, Marwynn entered into an 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.

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The Common Stock commenced trading on The Nasdaq Capital Market on March 13, 2025 under the symbol “MWYN.” The closing of the Offering took place on March 14, 2025. The Company has been using the net proceeds from the Offering towards supply chain enhancements, business expansion, sales and distribution growth, talent development and retention, working capital, and other general corporate purposes.

On April 4, 2025, the Representative purchased 50,000 additional shares of the Company’s common stock, par value $0.001 per share, at a price of $4.00 per share (the “Over-Allotment Shares”). As a result, the Company has raised gross proceeds of approximately $200,000, in addition to the IPO gross proceeds of $8,000,000, or combined gross proceeds in this IPO of $8,200,000, before underwriting discounts and commissions and offering expenses.

Business Trends and Uncertainties

During the first quarter of 2025, the United States has introduced trade policy actions that have increased import tariffs across a wide range of countries at various rates, including on product imports from almost all countries and individualized higher tariffs on certain other countries, such as China. Some of these tariff announcements have since been followed by announcements of limited exemptions and temporary pauses. Our business relies heavily on international supply chains and imported products, including food, non-alcoholic beverages, kitchen cabinets, flooring, and other home improvement goods. This dependence exposes us to risks associated with shifting global trade policies, tariffs, and geopolitical tensions, particularly in the Asia-Pacific region, and could negatively impact affect our business in multiple ways, including increased costs of our products. These tariffs have introduced additional volatility into our procurement and logistics operations and may increase our cost of goods sold, particularly for our food and cabinetry product lines, which are more reliant on imports from affected regions.

For our food and non-alcoholic beverage supply chain business, we have temporarily paused certain imports from China and are actively pursuing alternative sourcing strategies, including domestic suppliers and international partners in lower-risk regions. In addition, trade-related disruptions—such as shipping delays, port congestion, or container shortages—can create further uncertainty and may require expedited shipping or last-minute procurement efforts at elevated cost. While these changes are intended to mitigate future exposure, they may result in near-term transitional costs, logistical inefficiencies, and supplier onboarding challenges. Diversifying our supply base can also increase production and transportation costs and introduce operational complexity. We are actively working with Costco and other retailers to introduce new products that are less sensitive to the tariff tensions between the U.S. and China. However, there can be no assurance that these efforts will be successful or that such measures will fully offset the challenges posed by current trade policies.

For our indoor home improvement products, due to the increased tariffs for products imported from Vietnam and other South East Aisa countries, we will actively negotiate with vendors for them absorbing partial burden from increased tariffs, as well as raise the prices of our products to cover increased costs. Increasing costs could slow our growth and negatively affect our financial results and operational metrics.

We are closely monitoring the fluid nature of proposed tariffs and any impact they may have on our operations and will continue to monitor macroeconomic conditions and evaluate the financial and operational impact of ongoing trade policy shifts. These risks could intensify depending on future developments and we are actively incorporating these considerations into our future operation planning, including assessing pricing actions, cost-control measures, and long-term sourcing strategies.

If tariffs escalate or global inflationary trends persist, our customers may face greater economic strain, which could in turn affect demand for our products. We remain focused on maintaining operational flexibility and adapting our supply chain to navigate these uncertainties and support long-term business performance. See “Risk Factors” discussed in our 2024 Annual Report, for additional information.

Key Factors that Affect Our Results of Operations

Operating cost increase after initial public offering

As a result of our initial public offering, we are subject to increased operating costs related to our listing on The Nasdaq Capital Market and we are subject to increased costs related to our compliance with Securities Act and Exchange Act periodic reporting annual audit expenses, the legal service expenses, and related consulting services expenses.

Competition

The supply chain industry is highly competitive, with a wide range of players offering various services such as logistics, transportation, warehousing, and distribution. Competitors range from large multinational corporations to small and medium-sized enterprises, each with their own strengths and capabilities. Supply chain disruptions often occur due to natural disasters or geopolitical events. We see talent shortage and skills gap in supply chain management. We also face regulatory compliance and trade restrictions. Security and data privacy are also concerns in global trade as well as fluctuations in exchange rates and raw material prices.

Competition for sale of food and beverages varies and includes market demand, supplier relationships, logistics and distribution, regulatory compliance and expanding into new markets. Satisfying diverse consumer preferences and staying ahead of trends are imperative.

The home remodeling business is highly competitive, fragmented, and evolving. As a result, competition for customers for our products and services from a variety of retailers, suppliers, service providers, and distributors and manufacturers that sell products directly to their respective customer bases. These competitors range from suppliers like us, to multi-channel, to exclusively online retailers. The internet facilitates competitive entry and increases the level of competition we face for customer experience, price transparency, quality, product availability and assortment, and delivery options.

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International Trade Policies

Current uncertainties about increases in tariffs of imported products from countries may have an adverse effect on our operations. In April 2025, the U.S. government increased import tariffs across a wide range of countries at various rates, including on product imports from almost all countries and individualized higher tariffs on certain countries. Based on the tariffs enacted and currently in effect, we anticipate incurring incremental tariff costs, additional costs that we may incur on products shipped to our customers, and costs as a result of pauses on certain of our product imports, in particular products from China. We expect to offset the impact of the enacted tariffs on our revenues with supply chain adjustments, sources of supply or manufacturing locations, and additional cost savings actions. For our food and non-alcoholic beverage supply chain business, we have temporarily paused certain imports from China and are actively pursuing alternative sourcing strategies, including domestic suppliers and international partners in lower-risk regions. We are actively working with Costco and our other customers to introduce new products that are less sensitive to the tariff tensions between the U.S. and China. However, if other additional tariffs are adopted, we would incur additional tariff costs that could be material. We are actively evaluating the potential impacts of these proposed tariffs, as well as our ability to mitigate their related impacts, this may affect our revenue and cost of revenues.

Three Months Ended July 31, 2025 compared to Three Months Ended July 31, 2024

Revenues

We derive our revenues from (i) sale of food and beverage, (ii) sale of indoor home improvement products, and (iii) consulting services. The following table presents our revenues by product and service types and as percentage of our total revenues for the periods presented.

		For the three months ended July 31,
		2025								2024								Variance
		USD				Percent				USD				Percent				Amount				Percent
Sale of Food and Beverage		$	-				-	%		$	44,886				1.58	%		$	(44,886	)			(100.00	)%
Sale of Indoor Home Improvement Products			2,302,709				98.24	%			2,749,483				96.72	%			(446,774	)			(16.25	)%
Consulting Services			41,250				1.76	%			48,239				1.7	%			(6,989	)			(14.49	)%
Total revenues		$	2,343,959				100	%		$	2,842,608				100.00	%		$	(498,649	)			(17.54	)%

Sales of food and beverage

Sales of food and beverage accounted for nil and 1.58% of total sales for the three months ended July 31, 2025 and 2024, respectively. Sales of food and beverage decreased by $44,886 or 100.00% from $44,886 for the three months ended July 31, 2024 to $nil for the three months ended July 31,2025. The decrease in our sales was primarily due to cease of the purchase orders from Costco, particularly in demand for White Rabbit ice creams. We are actively seeking new retailers and working with them to introduce new products that are less sensitive to the tariff tensions between the U.S. and China. We are also working with Costco on bringing more new products to their stores.

Sales of indoor home improvement products

Sales of indoor home improvement products accounted for 98.24% and 96.72% of total sales for the three months ended July 31, 2025 and 2024, respectively. Sales of indoor home improvement products decreased by $446,774, or 16.25% from $2,749,483 for the three months ended July 31, 2024 to $2,302,709 for the three months ended July 31, 2025. The decrease in our sales was mainly due to decrease of cabinets’ selling price for promoting and attracting new sales. For the three months ended July 31, 2025, we had approximately 1,715 sales orders, representing an increase of 71 sales orders, or 4.32%, compared with 1,644 sales orders for the three months ended July 31, 2024.

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Consulting services

Revenue from consulting services accounted for 1.76% and 1.70% of total revenues for the three months ended July 31, 2025 and 2024, respectively. Revenue from consulting services decreased by $6,989, or 14.49% from $48,239 for the three months ended July 31, 2024 to $41,250 for the three months ended July 31, 2025. We started our consulting services business in March 2024 through providing supply chain and brand management services proposals and solutions to customers to help them optimize their inventory management and product distribution strategy, to reduce delivery times, shipping costs and diversify distribution channels.

Costs of Revenues

We derive our costs from (i) sale of food and beverage, (ii) sale of indoor home improvement products, and (iii) consulting services. The following table presents our costs of revenues as percentage of its corresponding revenue for the periods presented.

		For the three months ended July 31,
		2025								2024								Variance
		USD				Percent				USD				Percent				Amount				Percent
Sale of Food and Beverage		$	-				-	%		$	23,773				52.96	%		$	(23,773	)			(100.00	)%
Sale of Indoor Home Improvement Products			1,349,561				58.61	%			1,395,232				50.75	%			(45,671	)			(3.27	)%
Consulting Services			52				0.13	%			25,548				52.96	%			(25,496	)			(99.80	)%
Total cost of revenues		$	1,349,613				57.58	%		$	1,444,553				50.82	%		$	(94,940	)			(6.57	)%

Cost of revenues from sale of food and beverage decreased by $23,773, or 100.00% from $23,773 for the three months ended July 31, 2024, to $nil for the three months ended July 31, 2025. Our cost of revenues from sale of food and beverage primarily includes inventory costs, storage and freight costs. The decrease in our cost of revenues for sale of food and beverage was mainly due to cease of purchase orders from Costco, we did not have any orders from Costco for the three months ended July 31, 2025 and 2024.We also had reduced storage fees and freight costs.

Cost of revenues for sale of indoor home improvement products decreased by $45,671, or 3.27%, from $1,395,232 for the three months ended July 31, 2024, to $1,349,561 for the three months ended July 31, 2025. Our cost of revenues from sale of indoor home improvement products primarily includes inventory costs, storage, freight costs, damaged product disposals and packaging. The decrease in our cost of sales for sale of indoor home improvement products was mainly due to the decrease of our sales and the decrease of damaged product disposal.

Cost of revenues associated with our consulting services was immaterial and primarily consisted of labor costs.

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Results of Operations

Comparison of the three months ended July 31, 2025 and 2024

The following table summarizes our consolidated results of operations and as percentage of our total revenues for the period presented.

		For the three months ended July 31,
		2025				% of Revenues				2024				% of Revenues				Dollar Increase (Decrease)				Percent Increase (Decrease)
Revenues, net		$	2,343,959				100.00	%		$	2,842,608				100.00	%		$	(498,649	)			(17.54	)%
Cost of revenues			(1,349,613	)			(57.58	)%			(1,444,553	)			(50.82	)%			(94,940	)			(6.57	)%
Gross profit			994,346				42.42	%			1,398,055				49.18	%			(403,710	)			(28.88	)%
Selling expenses			(1,436,730	)			(61.30	)%			(157,729	)			(5.55	)%			1,279,001				810.89	%
General and administrative expenses			(2,271,863	)			(96.92	)%			(1,470,162	)			(51.72	)%			801,701				54.53	%
Total operating expenses			(3,708,593	)			(158.22	)%			(1,627,891	)			(57.27	)%			2,080,702				127.82	%
Loss from operations			(2,714,247	)			(115.80	)%			(229,836	)			(8.09	)%			(2,484,412	)			(1,080.95	)%
Total other expenses, net			(3,998	)			(0.17	)%			(11,954	)			(0.42	)%			7,956				66.56	%
Loss before income tax provision			(2,718,245	)			(115.97	)%			(241,790	)			(8.51	)%			(2,476,455	)			(1,024.22	)%
Income tax provision (benefit)			(1,508	)			(0.06	)%			(86,741	)			(3.05	)%			85,233				(98.26	)%
Net loss		$	(2,719,753	)			(116.03	)%		$	(328,531	)			(11.56	)%		$	(2,391,222	)			(727.85	)%

Revenues

Sales for the three months ended July 31, 2025 and 2024 were $2,343,959 and $2,842,608, respectively, a decrease of $498,649 or 17.54%. The decrease of sales was primarily attributed to decreased sale of food imports and distribution by $44,886, decreased consulting services by $6,989, and decreased indoor home improvement products by $446,774.

We sold 9,119 cabinets with average selling price of $141.52 each during the three months ended July 31, 2025 compared with 11,613 cabinets with average selling price of $151.13 each during the three months ended July 31, 2024. We sold 845 boxes of flooring with average selling price of $50.25 per box during the three months ended July 31, 2025 compared with 1,594 boxes of flooring with average selling price of $50.46 per box during the three months ended July 31, 2024. We sold 2,214 pieces of engineered marble or quartz with average selling price of $197.40 per piece during the three months ended July 31, 2025 compared with 1,925 pieces of quartz with average selling price of $194.83 per piece during the three months ended July 31, 2024. Our average selling price decreased during the three months ended July 31, 2025, which was a result of our strategic change of our operations by focusing to develop wholesale customers as well as to increase our competitiveness.

Cost of revenues

The following table presents our costs of revenues by products and services provided as percentage of total cost of revenues for the periods presented.

		For the three months ended July 31,
		2025								2024								Variance
		USD				Percent				USD				Percent				Amount				Percent
Sale of Food and Beverage		$	-				-	%		$	23,773				1.64	%		$	(23,773	)			(100.00	)%
Sale of Indoor Home Improvement Products			1,349,561				99.996	%			1,395,232				96.59	%			(45,671	)			(3.27	)%
Consulting Services			52				0.004	%			25,548				1.77	%			(25,496	)			(99.80	)%
Total cost of revenues		$	1,349,613				100.00	%		$	1,444,553				100.00	%		$	(94,940	)			(6.57	)%

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Cost of revenues for the three months ended July 31, 2025, and 2024 was $1,349,613 and $1,444,553, respectively, a decrease of $94,940 or 6.57%. The decrease in cost of revenues in the same period of 2025 was primarily attributed to decreased cost from sale of food and beverage by $23,773, or 100.00%, decreased cost from indoor home improvement products by $45,671 or 3.27% and decreased cost from consulting service by $25,496, or 99.80%. Cost of revenues for sale of food and beverage as a percentage of total revenues was 0.00% and 0.84%, respectively, for the three months ended July 31, 2025 and 2024. Cost of revenues for indoor home improvement products as a percentage of total revenues was 57.58% and 49.08%, respectively, for the three months ended July 31, 2025 and 2024. Cost of revenues for consulting services as a percentage of total revenues was 0.002% and 0.90%, respectively, for the three months ended July 31, 2025 and 2024.

Gross profit and gross margin

The following table presents our gross profit and gross margin by products and services provided as percentage of total revenues for the periods presented.

		For the three months ended July 31,
		2025								2024
		Gross profit				Profit Margin to Total Revenues				Gross profit				Profit Margin to Total Revenues
Sale of food and beverage		$	-				-	%		$	21,113				0.74	%
Sale of indoor home improvement products			953,148				40.66	%			1,354,251				47.64	%
Consulting services			41,198				1.76	%			22,691				0.80	%
Gross profit and gross margin		$	994,346				42.42	%		$	1,398,055				49.18	%

The following table presents our gross margin by products and services provided as a percentage of its corresponding categories.

		For the three months ended July 31,
		2025				2024
Sale of food and beverage			-	%			47.04	%
Sale of indoor home improvement products			41.39	%			49.25	%
Consulting services			99.87	%			47.04	%

The gross profit for the three months ended July 31, 2025 and 2024 was $994,346 and $1,398,055, respectively, a decrease of $403,709 or 28.88%. The blended gross profit margin was 42.42% for three months ended July 31, 2025 compared with 49.18% for the same period in 2024. Gross profit for sale of food and beverage decreased by 100.00% for three months ended July 31, 2025 due to no sales to Costco. Gross profit for sale of indoor home improvement products decreased by 29.62% for three months ended July 31, 2025 due to decreased selling price of our cabinet products. Gross profit for consulting services increased by 81.56% for three months ended July 31, 2025 .

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Selling expenses

Our selling expenses were $1,436,730 for the three months ended July 31, 2025, as compared to $157,729 for the three months ended July 31, 2024, representing an increase of $1,279,001, or 810.89%. The increase in the selling expenses was mainly due to (1) increased advertising and marketing expenses of $1,265,169, or 8,453.62%. To attract new customers, increase our market share and improve operation efficiency, we entered into several consulting agreements for business development, market expansion, supply chain management, and strategic financial plan and support advisory services, (2) increased payroll expenses of $12,020, or 8.71% due to increased hourly pay rate, and (3) slightly increased shipping expenses of $1,245, or 360.88% as compared to the same period in 2024 resulting from shipping costs incurred for sending product samples for exploring new products for customers; the increase in selling expenses was partly offset by decreased sales commission expenses of $1,077, or 100.00%. Selling expenses accounted for 61.30% and 5.55% of our total revenues for the three months ended July 31, 2025 and 2024, respectively.

General and administrative expenses

Our general and administrative expenses were $2,271,863 for the three months ended July 31, 2025, as compared to $1,470,162 for the three months ended July 31, 2024, reflecting an increase of $801,701 or 54.53%. The increase in general and administrative expenses included decreased payroll expense, rent expenses, due and subscription expenses, meal and entertainment expenses and other expenses associated with general and administrative expenses, which was partly offset by increased professional fee, depreciation and amortization, travel expense, and insurance expense.

The increase in general and administrative expenses was mainly due to increased professional fee by $861,593 or 228.93% as compared to the same period of 2024, resulting from increased audit, accounting and consulting expenses as a result of being a public company, and increased insurance expenses by $32,774, or 216.07% as compared to the same period in 2024, which was mainly due to increased director and officer insurance expenses. The increased general administrative expenses were partly offset by decreased payroll expenses by $25,273 or 6.01% as compared to the same period in 2024, the decrease was mainly from decreased number of employees of FuAn, and decreased meal and entertainment expenses by $40,006 or 97.07% as compared to the same period of 2024 for the purpose of saving the Company’s operating costs.

General and administrative expenses accounted for 96.92% and 51.72% of our total revenues for the three months ended July 31, 2025 and 2024, respectively.

Other income (expense), net

Other expenses were $3,998 for the three months ended July 31, 2025, compared to other expenses of $11,954 for the three months ended July 31, 2024. For the three months ended July 31, 2025, other expenses mainly consisted of interest expense of $1,962, and other expenses of $3,807, which was partly offset with other income of $1,771. For the three months ended July 31, 2024, other expenses mainly consisted of interest expense of $13,762, which was partly offset by other income $1,808. 

Income tax provision

Income tax expenses were $1,508 for the three months ended July 31, 2025, representing a decrease of $85,233 or 98.26% from $86,741 income tax expense for the three months ended July 31, 2024, due to decreased taxable income of Grand Forest. Marwynn, FuAn and Grand Forest file separate income tax returns.

Net loss

As a result of the above, we had a net loss of $2,719,753 for the three months ended July 31, 2025, compared to a net loss of $328,531 for the three months ended July 31, 2024, an increase of net loss of $2,391,222 or 727.85%, which was mainly resulting from decreased revenue and increased audit, accounting and consulting fee, and insurance expense.

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Liquidity and Capital Resources

We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. We have funded our working capital, operations and other capital requirements in the past primarily by equity financing, borrowing from related parties, cash flow from operations, and bank loans.

In assessing our liquidity, we monitor and analyze our cash on-hand, our ability to generate sufficient revenue sources, the collection of our accounts receivable, our ability to obtain additional financial support in the future, and our operating and capital expenditure commitments. As reflected in our unaudited condensed consolidated financial statements, we had cash balance of approximately $0.21 million as of July 31, 2025. We also had accounts receivable, net balance of approximately $1.09 million as of July 31, 2025, among which approximately $0.3 million or 28.1% has been collected as of the date of this report.

As of July 31, 2025, we also recorded a total of approximately $0.14 million loans payable (including approximately $0.10 million short-term loan, $9,581 short-term auto loan and $30,897 long-term auto loan). We expect that we will be able to continue borrowing under our existing facilities based on past experience, our good credit history, and well-established relationship with the lenders.

As of July 31, 2025, we had a balance due to related parties of approximately $0.23 million. The balance of due to related parties was comprised of advances from our related parties and was used for working capital during our normal course of business. This due to related parties was memorialized pursuant to unsecured promissory notes between Grand Forest and the holders. The unsecured promissory notes are payable on demand on or after August 1, 2025, and carry no interest. In the absence of any demand, the entire principal shall be due on July 31, 2029.

Our working capital amounted to approximately $0.95 million as of July 31, 2025. Currently, we are working to improve our liquidity and capital sources primarily through cash flows from operation, debt financing, and financial support from our principal stockholder. In order to fully implement our business plan and sustain continued growth, we may also seek equity financing from outside investors.

However, as reflected in the accompanying unaudited condensed consolidated financial statements, the Company had net loss of approximately $2.72 million for the three months ended July 31, 2025 and cash outflow from operating activities of approximately $0.10 million for the three months ended July 31, 2025. The management plans to increase its revenue of FuAn by diversifying its markets from major mass market channels to ethnic supermarkets chains. The Company expects to increase sales through FuAn’s distribution channels in the near future. The Company plans to increase Grand Forest’s revenue by providing more customized products to current customers. Also, the Company plans to expand the market for Grand Forest’s products to southern California. The Company is discussing with Los Angeles, California-based distributors about the potential opportunity of setting up a Los Angeles regional office. . The Company believes the expanded sales force will strengthen the relationship of its long-time customers based in southern California and help to increase overall sales. The Company had unsecured promissory notes with several stockholders with a total balance of $ 0.23 million as of July 31, 2025. These unsecured promissory notes are payable on demand on or after August 1, 2025, and carry no interest. In the absence of any demand, the entire principal should be due on July 31, 2029. Management also intends to raise additional funds by way of a private or public offering, or by obtaining loans from banks or others.

The Company has historically funded its working capital needs primarily from operations. The working capital requirements are affected by the efficiency of operations and depend on the Company’s ability to increase its revenue. The working capital requirements are affected by the efficiency of operations and depend on the Company’s ability to increase its revenue. However, the Company may need additional cash resources in the future if the Company experiences changed business conditions or other developments and may also need additional cash resources in the future if the Company wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If it is determined that the cash requirements exceed the Company’s amounts of cash on hand, the Company may seek to issue debt or equity securities or obtain a credit facility. Based on above reasons, there is a substantial doubt about the Company’s ability to continue as a going concern for the next 12 months from the issuance of the consolidated financial statements.

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The following table summarizes our cash flows for the three months ended July 31,2025 and 2024, respectively.

		Three Months Ended July 31
		2025				2024
Cash used in:
Operating activities		$	(95,149	)		$	(986,609	)
Investing activities			(690,000	)			(5,000	)
Financing activities			(262,754	)			(71,469	)
Increase (Decrease) in cash			(1,047,903	)			(1,063,078	)
Cash, beginning of the period			1,261,874				1,364,780
Cash, end of the period		$	213,971			$	301,702

Net cash used in operating activities

Net cash outflow from operating activities decreased by $891,460 for the three months ended July 31, 2025 comparing with the three months ended July 31, 2024, mainly resulting from (a) increased net loss of $2,391,222 with adding-back of non-cash adjustments to net loss by 49,313, (b) decreased cash outflow on inventory by $428,069, (c) decreased cash outflow on prepaid expenses and other current assets by $3,195,078, (d) decreased payment on deferred IPO costs by $342,372, (e) decreased cash outflow on tax payable by $71,627, (f) decreased cash outflow on accrued expenses and other current liabilities by $7,915, which was partly offset by (g) increased cash outflow on operating lease liabilities by $10,282, (h) increased outstanding accounts receivable by $478,342, (i) increased cash outflow on accounts payable by $117,684, and (j) increased cash outflow on deferred revenue by $201,614.

Net cash used in investing activities

Net cash used in investing activities was $690,000 for the three months ended July 31, 2025, compared to $5,000 for the same period in 2024. The net cash used in investing activities in 2025 mainly consisted of loans made to Bio Essence totaling $690,000, comprising a $500,000 interest-bearing loan and a $190,000 non-interest-bearing advance. For the three months ended July 31, 2024, we purchased fixed assets for $5,000.

Net cash used in financing activities

Net cash used in financing activities was $952,754 for the three months ended July 31, 2025, compared to net cash used in financing activities of $71,469 for the three months ended July 31, 2024. The net cash used in financing activities in 2025 mainly consisted of increased repayment of auto loan by $5,588, increased repayment to related parties by $451,019, and increased note receivable by $690,000, which was partly offset by repayment of loan from shareholder of $193,853. The net cash used in financing activities in 2024 mainly consisted of repayment of auto loan of $5,414, and repayment to related parties of $66,055.

Debts

Loan from a third party

On June 9, 2020, KZS entered into a loan agreement with KZ Kitchen Cabinet & Stone, Inc., an unrelated party whereby KZS borrowed $100,000, with an annual interest rate of 4.75% payable monthly, and the loan principal to be repaid at maturity on June 9, 2025. Upon a breach of the agreement, interest will accrue at a compound rate of 10% per annum and KZ Kitchen Cabinet & Stone, Inc., may declare the unpaid principal balance together with all accrued but unpaid interest thereon and all other sums owed to it under the agreement, immediately due and payable. As of this report date, the Company is in the process to extend this loan.

Following the Reorganization, this loan became an obligation of the Company.

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Commitments and Contractual Obligations

The Company’s contractual obligations as of July 31, 2025, are as follows:

		Payment Due by Period
Contractual Obligations		Total				Less than 1 year				1 – 3 years				3 – 5 years				Thereafter
Operating lease liabilities		$	4,366,733			$	1,230,345			$	2,515,995			$	620,393			$	—
Financing lease liabilities			65,159				14,480				28,959				21,720				—
Loan payables			100,000				100,000				—				—				—
Auto loan payable			40,478				9,581				19,152				11,745				—
Total		$	4,572,370			$	1,354,406			$	2,564,106			$	653,858			$	—

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of July 31, 2025, April 30, 2025 and December 31, 2024.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements. These financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenue and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenue and expenses incurred during the financial reporting period. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe that the critical accounting policies as disclosed in this report reflect the more significant judgments and estimates used in preparation of our consolidated financial statements. Further, as an emerging growth company, we elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for emerging growth companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements and contained in our subsequent filings with the SEC may not be comparable to other public companies.

The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our unaudited condensed consolidated financial statements:

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Critical Accounting Estimates

The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates and judgments include, but are not limited to, revenue recognition, sales return allowance, the allowance for bad debt, valuation allowance of deferred tax assets, income taxes, the useful lives of long-lived assets and assumptions used in assessing impairment of long-lived assets. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual amounts may differ from the estimated amounts, such differences are not likely to be material.

Critical Accounting Policies

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. As of July 31, 2025 and April 30, 2025, the Company had allowance for credit losses of $557,201 and $557,201, respectively.

Inventories, Net

Inventories consist of merchandise held for sale and are stated at the lower of cost or net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recorded in cost of sales in the consolidated statement of income in the period in which it occurs. For indoor home improvement products, inventory costs primarily include merchandise costs and freight in costs. No assembly labor and overhead costs are allocated to indoor home improvement products because these costs are immaterial. Grand Forest and KZS determines inventory costs using the moving weighted average cost method. FuAn determined inventory costs using First-in-First-out method (“FIFO”). The Company records reserves for estimated losses related to shrinkage and other amounts that are otherwise not expected to be fully recoverable. The Company assesses the need for valuation allowances for slow-moving, excess and obsolete inventories by estimating the net recoverable value of such goods based upon inventory category, inventory age, specifically identified items and overall economic conditions. There was no inventory allowance as of July 31, 2025 and April 30, 2025.

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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 provide (i) food and beverage supply chain and brand management services, and (ii) indoor home improvement products to dealers and retail customers and sales of indoor home improvement products to customers.

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 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.

Revenue from sales of indoor home improvement products

Revenues from the sale of indoor home improvement products and accessories by Grand Forest and KZS at their stores, is recognized at a point in time when control of merchandise is transferred to the customer. Merchandise can either be picked up in the store or delivered to the customer. For merchandise picked up in the store, control is transferred at the time of the sale to the customer. For merchandise delivered to the customer, control is transferred either when delivery has been completed, or when the Company has a present right to payment which, for certain merchandise, occurs upon conveyance of the merchandise to the carrier for delivery. Grand Forest and KZS’ payment terms are primarily at the point of sale for merchandise sales. The majority of our customers purchase bulk boards without requesting assembly service. Occasionally, we offer assembly service to certain customers as a value-added service solely for marketing purposes to attract customers to place the orders with us. We do not separately charge the customers for assembly services. Sales of indoor home improvement products and related assembly services are not distinct in the context of the contract with the customers, because they are inputs to deliver the combined output of delivering the products to the customers. Therefore, sales of indoor home improvement products and assembly services are identified as a single performance obligation. Grand Forest and KZS elected to account for shipping and handling as fulfillment activities, and not as a separate performance obligation. The Company accounts for revenue from sales of indoor home improvement products on a gross basis as the Company is responsible for fulfilling the promise to provide the desired indoor home improvement products to customers, and is subject to inventory risk before the product ownership and risk are transferred and has discretion in establishing prices. All of the Company’s contracts are fixed price contracts and have one single performance obligation as the promise is to transfer the individual goods to customers. Revenue from the sale of merchandise is reported net of sales returns and allowance. Grand Forest and KZS estimate future returns based on historical return and current trend of product sales.

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 and indoor home improvement product sales, the Company accrues estimated sales returns based on past experience and current trend of product sales. The allowance for sales returns as of July 31, 2025 and April 30, 2025 amounted to $205,988 and $205,988, respectively.

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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 recognizing and measuring uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating our tax positions and estimating its tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. The Company includes interest and penalties related to its tax contingencies in income tax expense.

Recently Issued 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. 

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.

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In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the consolidated financial statements to provide enhanced transparency into the expense captions presented on the face of the statement of income and comprehensive income. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and may be applied either prospectively or retrospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. On January 6, 2025, FASB issued ASU 2025-01 that clarifies for non-calendar year-end entities the interim effective date of Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Public business entities are required to adopt the guidance in Update 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.

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 consolidated financial statements and disclosures.

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.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

ITEM 4 - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (together, the "Certifying Officers"), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the quarter ended July 31, 2025. Accordingly, management believes that the financial statement contained elsewhere in this Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurances with respect to financial statement preparation and presentation. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Change in Internal Control over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting during the three months ended July 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. To the best knowledge of management, there are no material legal proceedings pending against the Company.

ITEM 1A – RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risk factors set forth in the section captioned “Risk Factors” in our Form 10-K filed with the SEC on August 8, 2025 before making an investment decision. If any of the risks actually occur, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should read the section captioned “Special Note Regarding Forward-Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this Report. The risks described in the Registration Statement are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or future results. Except as set forth below, there have been no material changes to our previously reported risk factors.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

No Unregistered Sales of Equity Securities

There have been no unregistered securities sold by the Company during the period covered by this Report.

Use of Proceeds from Our Initial Public Offering

On March 14, 2025, we consummated our initial public offering (“IPO”) of 2,000,000 shares of our common stock at an offering price of $4.00 per share, for gross proceeds of $8,000,000. On April 4, 2025, we closed on the partial exercise of the over-allotment option by American Trust Investment Services, Inc., as the representative of the underwriters (the “Representative”) to purchase an additional 50,000 additional shares our common stock at the IPO price of $4.00 per share, for additional gross proceeds of $200,000. All of the shares of common stock issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 , as amended (File No: 333-284245), which was declared effective by the SEC on March 11, 2025 (the “Registration Statement”). We paid the Representative an aggregate of approximately $656,000 in underwriting discounts and commissions, and incurred offering expenses of approximately $1,000,000. No payments for such expenses were made to our directors or officers or their associates, holders of 10% or more of any class of our equity securities, or to our affiliates. 

There has been no material change in our planned use of proceeds from our IPO as described in the final prospectus filed with the SEC pursuant to Rule 424(b). As described in such final prospectus, we have used IPO proceeds to develop our supply chain management and additional functionalities of our system and expand sales and distribution channels in order to reach a broader customer base. 

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ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 - MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 - OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

During the quarter ended July 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 

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ITEM 6 - EXHIBITS

The following exhibits are filed as part of this Report.

Exhibit No.		Description of Exhibit
31.1		Section 302 Certification – Chief Executive Officer
31.2		Section 302 Certification – Chief Financial Officer
32.1*		Section 906 Certification – Chief Executive Officer
32.2*		Section 906 Certification – Chief Financial Officer
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act or the Exchange Act, irrespective of any general incorporation language in any filings.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: September 15, 2025	MARWYNN HOLDINGS, INC.
	By:	/s/ Yin Yan
	Name:	Yin Yan
	Title:	Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Zhifen Zhou
	Name:	Zhifen Zhou
	Title:	Chief Financial Officer
		(Principal Financial Officer)

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FAQ

What were Marwynn's (MWYN) IPO proceeds and net amount received?

Marwynn raised gross proceeds of $8.0 million from the IPO (2,000,000 shares at $4.00) and received approximately $7.16 million net after underwriting discounts and offering expenses; an over-allotment added about $184,000 net.

How large was Marwynn's net loss for the quarter ended July 31, 2025?

Net loss was $2,714,247 for the three months ended July 31, 2025, with basic and diluted loss per share of $0.16 based on 17,054,004 weighted average shares.

Did Marwynn generate positive operating cash flow in the quarter?

No. The company reported cash outflow from operating activities of $95,149 for the three months ended July 31, 2025.

Are there significant related-party or shareholder loans disclosed by MWYN?

Yes. The company had unsecured promissory notes with several stockholders totaling approximately $0.23 million as of July 31, 2025; these are payable on demand starting August 1, 2025 unless not demanded, in which case due July 31, 2029.

What material subsequent event related to receivables is disclosed?

As a subsequent event, the company received full repayment of $190,000 from Bio Essence on a note receivable (repayment occurred on August 4, 2025).