VitaNova Life Sciences (VNOV) boosts sales but swings to loss
VitaNova Life Sciences Corporation reported sharply higher sales but moved into a small loss for the quarter and nine months ended January 31, 2026. Revenue reached $709,625 for the quarter and $1,240,639 for nine months, increases of 130% and 75% driven by its dietary supplement segment. Gross profit rose, but margins narrowed as cost of revenue grew faster than sales and general and administrative expenses climbed to $405,339 for nine months, largely from higher legal and professional fees. The company posted net losses of $44,362 for the quarter and $54,853 year‑to‑date, compared with profits a year earlier, and recorded an effective tax rate above the statutory level. Cash improved to $1,168,904 with operating cash flow of $386,094, and shareholders’ equity was $1,853,831 with 8,337,454 common shares outstanding as of March 11, 2026. Management highlights continued material weaknesses in internal controls and a high dependence on a few customers and a single vendor, while also noting a recent name change, a 1‑for‑3 reverse stock split, and formation of a new wholly owned subsidiary, VitaNova Global Foods Corporation.
Positive
- Rapid revenue growth: Nine-month revenue increased to $1,240,639 from $708,913 (up 75%), driven mainly by the dietary supplement segment, which contributed $1,225,639 of sales and $580,896 of segment income.
- Improved cash generation: Net cash provided by operating activities was $386,094 for the nine months ended January 31, 2026, compared with net cash used of $286,363 in the prior-year period, boosting cash to $1,168,904.
Negative
- Profitability deterioration: The company swung from net income of $50,414 to a net loss of $54,853 for the nine months, as higher cost of revenue and a 216% increase in general and administrative expenses pressured earnings.
- High concentration and control risks: A small number of customers generated over 55.9% of nine-month revenue, a single vendor supplied 100% of purchases, and management reports continuing material weaknesses in internal controls and financial reporting oversight.
Insights
Strong top-line growth from supplements is offset by higher costs, taxes, and concentration risks.
VitaNova Life Sciences is pivoting toward its dietary supplement business, which drove nine-month revenue up 75% to $1,240,639. Segment data show dietary supplements generating $1,225,639 of sales and $580,896 of segment income, while consulting services remain small and loss-making.
However, cost of revenue rose faster than sales, compressing gross margin to 52% from 59% year over year. General and administrative expenses more than tripled to $405,339, largely from legal and professional fees, pushing the company to a nine-month net loss of $54,853 despite higher gross profit.
On the balance sheet, cash increased to $1,168,904 and operating activities provided $386,094, improving liquidity with current liabilities of $457,975. Yet customer concentration is high—over 55.9% of nine-month revenue came from three customers—and one vendor accounted for 100% of purchases. Management also discloses ongoing material weaknesses in internal controls, including lack of an effective audit committee, which could affect future reporting quality.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
For the transition period from __________ to __________
Commission File Number:
(Exact name of registrant as specified in its charter)
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| (Address of principal executive offices) | (Zip Code) |
Tel: +1-
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered |
| N/A | N/A |
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.
Indicate by check mark whether the registrant
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of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 ” large accelerated filer “, “accelerated filer”, “non-accelerated filer”, “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ |
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☒ |
Emerging growth company |
Smaller reporting 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
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The number of shares of the issuer’s common
stock issued and outstanding was
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Financial Statements | 3 |
| Unaudited Condensed Consolidated Balance Sheets as of January 31, 2026 and April 30, 2025 | 4 | |
| Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months ended January 31, 2026 and 2025 | 5 | |
| Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended January 31, 2026 and 2025 | 6 | |
| Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months ended January 31, 2026 and 2025 | 7 | |
| Notes to the Unaudited Condensed Consolidated Financial Statements | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 27 |
| Item 4. | Controls and Procedures | 27 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 28 |
| Item 1A | Risk Factors | 28 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 28 |
| Item 3. | Defaults Upon Senior Securities | 28 |
| Item 4. | Mine Safety Disclosures | 28 |
| Item 5. | Other Information | 28 |
| Item 6. | Exhibits | 28 |
| Signatures | 29 | |
| 2 |
PART I – FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
The accompanying interim consolidated financial statements of VitaNova Life Sciences Corporation (the “Company”, “we”, “us” or “our”) have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.
The interim consolidated financial statements are condensed and should be read in conjunction with the Company’s latest annual consolidated financial statements.
In the opinion of management, the consolidated financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
| 3 |
VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES
(Formerly Yijia Group Corp.)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| January 31, 2026 | April 30, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Advances to vendors | ||||||||
| Inventories | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Income tax payable | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and Contingencies | – | – | ||||||
| Shareholders’ equity: | ||||||||
| Series A Preferred Stock, $ | ||||||||
| Common Stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Shares to be issued – | ||||||||
| Retained earnings | ||||||||
| Total Shareholders’ Equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these interim unaudited consolidated financial statements.
| 4 |
VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES
(Formerly Yijia Group Corp.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2026 AND 2025 (UNAUDITED)
| Three months ended January 31, | Nine months ended January 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue, net | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Sales and distribution expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Personnel and benefit costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income from operations | ||||||||||||||||
| Other income (expense): | ||||||||||||||||
| Other income | ||||||||||||||||
| Interest expenses | ( | ) | ( | ) | ||||||||||||
| Total other expenses, net | ( | ) | ( | ) | ||||||||||||
| Income before income tax | ||||||||||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Income (loss) per share, basic and diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted average number of shares outstanding, basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these interim unaudited consolidated financial statements.
| 5 |
VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES
(Formerly Yijia Group Corp.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2026 AND 2025 (UNAUDITED)
| * | Common Stock | |||||||||||||||||||||||
No. of Shares | Amount | Additional capital | Shares to be issued | Retained
earnings (accumulated deficit) | Total shareholders’ equity | |||||||||||||||||||
| Balance as of May 1, 2025 | $ | $ | $ | $ | ||||||||||||||||||||
| Net loss for the period | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||
| Balance as of July 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net income for the period | – | – | – | – | ||||||||||||||||||||
| Balance as of October 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Fractional shares from reverse split | – | – | – | – | – | |||||||||||||||||||
| Net loss for the period | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||
| Balance as of January 31, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Balance as of May 1, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Share-based compensation – 5,000 shares | – | – | – | – | ||||||||||||||||||||
| Net loss for the period | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||
| Balance as of July 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Share-based compensation – 5,000 shares | – | – | – | – | ||||||||||||||||||||
| Net income for the period | – | – | – | – | ||||||||||||||||||||
| Balance as of October 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Share-based compensation – 5,000 shares | – | – | – | – | ||||||||||||||||||||
| Net income for the period | – | – | – | – | ||||||||||||||||||||
| Balance as of January 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||
| * |
The accompanying notes are an integral part of these interim unaudited consolidated financial statements.
| 6 |
VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES
(Formerly Yijia Group Corp.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JANUARY 31, 2026 AND 2025 (UNAUDITED)
| Nine months ended January 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustment to reconcile net income (loss) used in operating activities: | ||||||||
| Interest expenses | ||||||||
| Share-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventories | ( | ) | ( | ) | ||||
| Accounts receivable | ( | ) | ||||||
| Advances to vendors | ( | ) | ||||||
| Other current assets | ( | ) | ||||||
| Accounts payable | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Income tax payable | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from financing activity: | ||||||||
| Interest paid | ( | ) | ||||||
| Proceeds from a related party | ||||||||
| Net cash provided by financing activity | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
The accompanying notes are an integral part of these interim unaudited consolidated financial statements.
| 7 |
VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES
(Formerly Yijia Group Corp.)
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS
Yijia Group Corp. (“the Company”) was incorporated on January 25, 2017 under the laws of the State of Nevada, United States of America, formerly known as Soldino Group Corp. On October 7, 2025, the Company changed the name of the Company to VitaNova Life Sciences Corporation (the “Name Change”) effective on January 9, 2026. In connection with the Name Change, the ticker symbol of the Company’s common stock changed to “VNOV” (the “VNOV”).
The Company provides consulting advisory services in management, business, accounting and finance services; and provides dietary supplement products to domestic and international customers.
The details of the Company’s subsidiary are described below:
| Schedule of details of company subsidiary | ||||||||
| Name |
Place of incorporation and kind of legal entity |
Principal activities and place of operation |
|
Particulars of issued/ registered share capital |
|
Effective interest Held | ||
VNOV and its subsidiary are hereinafter referred to as the “Company”.
On January 27, 2026, the Company's
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The unaudited condensed consolidated financial statements are presented in US dollars, which is the Company’s functional currency.
In the opinion of management, the condensed balance sheet as of April 30, 2025 which has been derived from audited consolidated financial statements and these unaudited condensed consolidated financial statements reflect all normal and considered necessary to state fairly the results for the periods presented. The results for the period ended January 31, 2026 are not necessarily indicative of the results to be expected for the entire fiscal year ending April 30, 2026 or for any future period.
These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended April 30, 2025, filed with the SEC on July 24, 2025.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiary. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
| 8 |
Use of Estimates and Assumptions
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Significant areas for which management uses estimates include:
| · | sales returns at point in time and allowances; | |
| · | inventory; | |
| · | income tax valuation allowances |
These estimates require the use of judgment as future events, and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary.
Revenue Recognition
| · | identify the contract with a customer; | |
| · | identify the performance obligations in the contract; | |
| · | determine the transaction price; | |
| · | allocate the transaction price to performance obligations in the contract; and | |
| · | recognize revenue as the performance obligation is satisfied. |
Currently, the Company operates in two business segments.
The Consulting Service Segment mainly provides consulting advisory services in management, business, accounting and finance; and the Dietary Supplement Segment mainly provides dietary supplement products.
The sale and distribution of dietary supplement products has only one performance obligation under the fixed-fee arrangements. Revenue is recognized from the sale of the Company’s dietary supplement products when control of the products is transferred to the customer.
Under Ex Works (“EXW”) shipping terms, the Company fulfills its obligation to deliver when the products are available to the customer at the Company’s premises, i.e. the warehouse, at which point title and risk of loss pass to the customer. Customers are responsible for all transportation costs, risk of loss, and any other costs from that point onward.
Revenue is earned from the rendering of consulting advisory services to customers. The Company recognizes services revenue over the period in which such services are performed and billed to the customer, pursuant to the fulfillment of service terms in the agreement.
| 9 |
Disaggregation of Revenue
The following table provides information about disaggregated revenue from customers into the nature of the products and services provided, and the related timing of revenue recognition:
| Schedule of disaggregated revenue | ||||||||||||||||||
| For the three months ended January 31, |
For the nine months ended January 31, |
|||||||||||||||||
| Type of products or services | Timing of revenue recognition | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Consultancy service fee income | over the service period | $ | $ | $ | $ | |||||||||||||
| Sales of dietary supplement products | a point in time | |||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||
Recent Accounting Standard Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this amended guidance on May 1, 2025 and concluded there is no significant impact on the footnotes to its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amended guidance is effective for fiscal years beginning after December 15, 2024. The guidance can be applied either prospectively or retrospectively. The Company adopted the amended guidance on May 1, 2025 and concluded there was no impact on its consolidated financial statements.
Accounting Standards Issued but Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”), and in January 2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of adopting the new disclosure requirements.
Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the unaudited condensed consolidated balance sheets, statements of operations and cash flows.
| 10 |
NOTE 3 — SEGMENT REPORTING
Currently, the Company has two reportable business segments:
| (i) | Consulting Service Segment, mainly provides consulting advisory services in management, business, accounting and financial services; and |
| (ii) | Dietary supplement Segment, mainly provides dietary supplement products. |
In the following table, revenue is disaggregated by primary major product line, including a reconciliation of the disaggregated revenue with the reportable segments.
| Schedule of reconciliation of the disaggregated revenues | ||||||||||||
| Three Months ended January 31, 2026 | ||||||||||||
| Dietary Supplement Segment | Consulting Service Segment | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Consulting service income | $ | $ | ||||||||||
| Sale of dietary supplement products | ||||||||||||
| Total revenue | ||||||||||||
| Cost of revenue: | ||||||||||||
| Consulting service income | ||||||||||||
| Sale of dietary supplement products | ( | ) | ( | ) | ||||||||
| Total cost of revenue | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||
| Operating Expenses | ||||||||||||
| Sales and distribution expenses | ||||||||||||
| Personal and benefit costs | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Segment income (loss) | $ | $ | ( | ) | $ | |||||||
| 11 |
| Nine Months ended January 31, 2026 | ||||||||||||
| Dietary Supplement Segment | Consulting Service Segment | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Consulting service income | $ | $ | ||||||||||
| Sale of dietary supplement products | ||||||||||||
| Total revenue | ||||||||||||
| Cost of revenue: | ||||||||||||
| Consulting service income | ||||||||||||
| Sale of dietary supplement products | ( | ) | ( | ) | ||||||||
| Total cost of revenue | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||
| Operating Expenses | ||||||||||||
| Sales and distribution expenses | ( | ) | ( | ) | ||||||||
| Personal and benefit costs | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Segment income (loss) | $ | $ | ( | ) | $ | |||||||
| Three Months ended January 31, 2025 | ||||||||||||
| Dietary Supplement Segment | Consulting Service Segment | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Consulting service income | $ | $ | ||||||||||
| Sale of dietary supplement products | ||||||||||||
| Total revenue | ||||||||||||
| Cost of revenue: | ||||||||||||
| Consulting service income | ||||||||||||
| Sale of dietary supplement products | ( | ) | ( | ) | ||||||||
| Total cost of revenue | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||
| Operating Expenses | ||||||||||||
| Selling and distribution | ( | ) | ( | ) | ||||||||
| Personal and benefit costs | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Segment income (loss) | $ | $ | ( | ) | $ | |||||||
| 12 |
| Nine Months ended January 31, 2025 | ||||||||||||
| Dietary Supplement Segment | Consulting Service Segment | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Consulting service income | $ | $ | $ | |||||||||
| Sale of dietary supplement products | ||||||||||||
| Total revenue | ||||||||||||
| Cost of revenue: | ||||||||||||
| Consulting service income | ||||||||||||
| Sale of dietary supplement products | ( | ) | ( | ) | ||||||||
| Total cost of revenue | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||
| Operating Expenses | ||||||||||||
| Selling and distribution | ( | ) | ( | ) | ||||||||
| Personal and benefit costs | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Segment income (loss) | $ | $ | ( | ) | $ | |||||||
The revenues below are based on the countries in which the customers are located. Summarized financial information concerning the geographic segments is shown in the following tables:
| Schedule of geographic segments | ||||||||||||||||
| Three Months ended January 31, | Nine Months ended January 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| China | $ | $ | $ | $ | ||||||||||||
| Hong Kong | ||||||||||||||||
| United States of America | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| 13 |
NOTE 4 — ACCOUNTS RECEIVABLE
| Schedule of accounts receivable allowance for credit losses | ||||||||
| January 31, 2026 | April 30, 2025 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for expected credit losses | ||||||||
| Total | $ | $ | ||||||
For the three and nine months ended January 31,
2026 and 2025,
The Company generally conducts its business with creditworthy third parties. The Company determines, on a continuing basis, the probable losses and an allowance for expected credit losses, based on several factors including internal risk ratings, customer credit quality, payment history, historical bad debt/write-off experience and forecasted economic and market conditions. Accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.
NOTE 5 — INVENTORIES
Inventories comprised of the following:
| Schedule of inventories | ||||||||
| January 31, 2026 | April 30, 2025 | |||||||
| Finished goods | $ | $ | ||||||
For the three and nine months ended January 31,
2026 and 2025,
| 14 |
NOTE 6－ INCOME TAX EXPENSE
The income tax provision for the nine months ended January 31, 2026 and 2025, consists of the following:
| Schedule of income tax provision | ||||||||
| Nine Months ended January 31, | ||||||||
| 2026 | 2025 | |||||||
| Federal | ||||||||
| Current | $ | $ | ||||||
| Deferred | ||||||||
| State | ||||||||
| Current | ||||||||
| Deferred | ||||||||
| Income tax provision | $ | $ | ||||||
The deferred tax assets as of January 31, 2026
and April 30, 2025 were $
A reconciliation of the federal income tax rate to the Company’s effective tax rate for the nine months ended January 31, 2026 and 2025, consists of the following:
| Schedule of reconciliation of income tax rate | ||||||||
| Nine months ended January 31, | ||||||||
| 2026 | 2025 | |||||||
| Statutory federal income tax rate | ||||||||
| Deferred tax asset | ( | ) | ( | ) | ||||
| Change in valuation allowance | ||||||||
| Adjustment to current year taxes | ||||||||
| Effective Tax Rate | ||||||||
The effective tax rate differs from the statutory tax rate of 21% for the nine months ended January 31, 2026 and 2025, primarily due to the adjustment to current year taxes and valuation allowance on the deferred tax assets.
| 15 |
NOTE 7 — RELATED PARTY BALANCES AND TRANSACTIONS
Nature of relationships with related parties
| Name of related party | Relationship with the Company | |
| Rose Kelly (“Ms. Kelly”) | Chief Executive Officer and Director of the Company | |
| Robert M. Kelly (Mr. Robert”) | Family member of Ms. Kelly | |
| Steve Niu (“Mr. Niu”) | Chief Financial Officer of the Company |
On January 8, 2024, the Company granted 5,000
common stocks issuable per month in total of
During the three and nine months ended January
31, 2026, Mr. Robert received compensation of $
During the three and nine months ended January
31, 2026, Ms. Kelly received compensation of $
During the three and nine months ended January
31, 2026, Mr. Niu received compensation of $
NOTE 8 — CONCENTRATIONS OF RISK
The Company is exposed to the following concentrations of risk:
| (a) | Cash |
The Company maintains cash with banks in the United
States of America (“USA”). Should any bank holding cash become insolvent, or if the Company is otherwise unable to withdraw
funds, the Company would lose the cash with that bank; however, the Company has not experienced any losses in such accounts and believes
it is not exposed to any significant risks on its cash in bank accounts. In the United States, the standard insurance amount is $
Financial instruments that potentially subject
the Company to significant concentrations of credit risk are cash. As of January 31, 2026 and April 30, 2025, $
| 16 |
| (a) | Major customers |
For the three and nine months ended January 31, 2026, the individual customers who accounted for 10% of the Company’s revenue and its outstanding receivables balance at period-end rates, as presented as follows:
| Schedule of concentrations risk | ||||||||||||
| Three months ended January 31, 2026 |
As of January 31, 2026 |
|||||||||||
| Customer | Revenue | Percentage of revenue |
Accounts receivable |
|||||||||
| Customer A | $ | $ | ||||||||||
| Customer B | ||||||||||||
| Customer D | ||||||||||||
| Total | $ | $ | ||||||||||
| Nine months ended January 31, 2026 |
As of January 31, 2026 |
|||||||||||
| Customer | Revenue | Percentage of revenue |
Accounts receivable |
|||||||||
| Customer A | $ | $ | ||||||||||
| Customer B | ||||||||||||
| Customer C | ||||||||||||
| Total | $ | $ | ||||||||||
These customers are located in the United States of America and Hong Kong.
| 17 |
For the three and nine months ended January 31, 2025, the individual customers who accounted for 10% of the Company’s revenue and its outstanding receivables balance at period-end rates, as presented as follows:
| Three months ended January 31, 2025 |
As of January 31, 2025 |
|||||||||||
| Customer | Revenue |
Percentage of revenue |
Accounts receivable |
|||||||||
| Customer C | $ | $ | ||||||||||
| Customer D | ||||||||||||
| Customer E | ||||||||||||
| Total | $ | $ | ||||||||||
| Nine months ended January 31, 2025 |
As of January 31, 2025 |
|||||||||||
| Customer | Revenue |
Percentage of revenue |
Accounts receivable |
|||||||||
| Customer A | $ | $ | ||||||||||
| Customer B | ||||||||||||
| Customer C | ||||||||||||
| Customer D | ||||||||||||
| Total | $ | $ | ||||||||||
These customers are located in Hong Kong, China and the United States of America.
| (b) | Major vendors |
For the three and nine months ended January 31,
2026, there is one vendor who accounted for
For the three and nine months ended January 31,
2025, there is one vendor who accounted for
| 18 |
NOTE 9 — COMMITMENTS AND CONTINGENCIES
As of January 31, 2026, the Company has no commitments or contingencies.
NOTE 10 — SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after January 31, 2026, up to the date that the unaudited condensed consolidated financial statements were available to be issued.
In March 2026, the Company established VitaNova Global Foods Corporation as a wholly owned subsidiary.
| 19 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our results of operations and financial condition should be read together with our unaudited condensed consolidated financial statements and the notes thereto, which are included elsewhere in this report and our Annual Report on Form 10-K for the fiscal year ended April 30, 2025 (the “Annual Report”) filed with SEC. Our financial statements have been prepared in accordance with U.S. GAAP. In addition, our financial statements and the financial information included in this report reflect our organizational transactions and have been prepared as if our current corporate structure had been in place throughout the relevant periods.
Forward looking statement notice
Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
Corporate Overview
Yijia Group Corp. (“the Company”) was incorporated on January 25, 2017 under the laws of the State of Nevada, United States of America, formerly known as Soldino Group Corp. On October 7, 2025, the Company proposed to change the name of the Company to VitaNova Life Sciences Corporation (“the Company”) (the “Name Change”), and the Name Change was effectuated on January 9, 2026. In connection with the Name Change, the ticker symbol of the Company’s common stock changed to “VNOV.” On January 27, 2026, the Company's 1-for-3 reverse stock split of its common stock became effective, pursuant to which each holder of common stock received one share for every three shares held.
The Company provides consulting advisory services in management, business, accounting and finance services; and provides dietary supplement products to domestic and international customers.
Meanwhile, the Company continues to look for other opportunities which could potentially increase the profits of the Company in 2026.
| 20 |
Results of Operations
We currently provide business consulting services and market and supply dietary supplement products to domestic and international customers.
The following table sets forth certain operational data for the three and nine months ended January 31, 2026 and 2025:
| Three Months Ended January 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | 709,625 | $ | 308,318 | ||||
| Cost of revenue | (393,282 | ) | (119,006 | ) | ||||
| Gross profit | 316,343 | 189,312 | ||||||
| Total operating expenses | (269,612 | ) | (80,438 | ) | ||||
| Income from operation | 46,731 | 108,874 | ||||||
| Other expense, net | – | (617 | ) | |||||
| Income before income tax | 46,731 | 108,257 | ||||||
| Income tax expense | (91,093 | ) | (35,279 | ) | ||||
| Net (loss) income | $ | (44,362 | ) | $ | 72,978 | |||
| Nine Months Ended January 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | 1,240,639 | $ | 708,913 | ||||
| Cost of revenue | (594,712 | ) | (290,594 | ) | ||||
| Gross profit | 645,927 | 418,319 | ||||||
| Total operating expenses | (532,466 | ) | (292,259 | ) | ||||
| Income from operation | 113,461 | 126,060 | ||||||
| Other income (expense), net | 120 | (2,442 | ) | |||||
| Income before income tax | 113,581 | 123,618 | ||||||
| Income tax expense | (168,434 | ) | (73,204 | ) | ||||
| Net (loss) income | $ | (54,853 | ) | $ | 50,414 | |||
| 21 |
Revenue
For the three and nine months ended January 31, 2026, we generated revenues of $709,625 and $1,240,639, respectively. For the comparative three and nine months ended January 31, 2025, we generated revenues of $308,318 and $708,913, respectively. Our major customers are located in Hong Kong and the United States of America. Our revenue significantly increased by $401,307 and $531,726, or 130% and 75%, respectively due to the commencement of business of the dietary supplement products segment.
During the three and nine months ended January 31, 2026 and 2025, the nature of businesses and segment was shown as below:
Currently, the Company has two reportable business segments:
| (i) | Consulting Service Segment, mainly provides consulting advisory services in management business, accounting and financial services; and |
| (ii) | Dietary Supplement Segment, mainly provides dietary supplement healthcare products. |
In the following table, revenue is disaggregated by primary major product line, including a reconciliation of the disaggregated revenue with the reportable segments.
| Three Months ended January 31, 2026 | ||||||||||||
| Dietary Supplement Segment | Consulting Service Segment | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Consulting service income | $ | – | $ | 4,286 | 4,286 | |||||||
| Sale of dietary supplement products | 705,339 | – | 705,339 | |||||||||
| Total revenue | 705,339 | 4,286 | 709,625 | |||||||||
| Cost of revenue: | ||||||||||||
| Consulting service income | – | – | – | |||||||||
| Sale of dietary supplement products | (393,282 | ) | – | (393,282 | ) | |||||||
| Total cost of revenue | (393,282 | ) | – | (393,282 | ) | |||||||
| Gross profit | 312,057 | 4,286 | 316,343 | |||||||||
| Operating Expenses | ||||||||||||
| Sales and distribution expenses | – | – | – | |||||||||
| Personal and benefit costs | (11,782 | ) | (38,230 | ) | (50,012 | ) | ||||||
| General and administrative | (1,910 | ) | (217,690 | ) | (219,601 | ) | ||||||
| Total operating expenses | (13,692 | ) | (255,920 | ) | (269,612 | ) | ||||||
| Segment income (loss) | $ | 298,365 | $ | (251,634 | ) | $ | 46,731 | |||||
| 22 |
| Nine Months ended January 31, 2026 | ||||||||||||
| Dietary Supplement Segment | Consulting Service Segment | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Consulting service income | $ | – | $ | 15,000 | 15,000 | |||||||
| Sale of dietary supplement products | 1,225,639 | – | 1,225,639 | |||||||||
| Total revenue | 1,225,639 | 15,000 | 1,240,639 | |||||||||
| Cost of revenue: | ||||||||||||
| Consulting service income | – | – | – | |||||||||
| Sale of dietary supplement products | (594,712 | ) | – | (594,712 | ) | |||||||
| Total cost of revenue | (594,712 | ) | – | (594,712 | ) | |||||||
| Gross profit | ||||||||||||
| Operating Expenses | ||||||||||||
| Sales and distribution expenses | (2,900 | ) | – | (2,900 | ) | |||||||
| Personal and benefit costs | (35,261 | ) | (88,967 | ) | (124,228 | ) | ||||||
| General and administrative | (11,870 | ) | (393,468 | ) | (405,338 | ) | ||||||
| Total operating expenses | (50,031 | ) | (482,435 | ) | (532,466 | ) | ||||||
| Segment income (loss) | $ | 580,896 | $ | (467,435 | ) | $ | 113,461 | |||||
| Three Months ended January 31, 2025 | ||||||||||||
| Dietary Supplement Segment | Consulting Service Segment | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Consulting service income | $ | – | $ | 7,000 | $ | 7,000 | ||||||
| Sale of dietary supplement products | 301,318 | – | 301,318 | |||||||||
| Total revenue | 301,318 | 7,000 | 308,318 | |||||||||
| Cost of revenue: | ||||||||||||
| Consulting service income | – | – | – | |||||||||
| Sale of dietary supplement products | (119,006 | ) | – | (119,006 | ) | |||||||
| Total cost of revenue | (119,006 | ) | – | (119,006 | ) | |||||||
| Gross profit | 182,312 | 7,000 | 189,312 | |||||||||
| Operating Expenses | ||||||||||||
| Selling and distribution | (300 | ) | – | (300 | ) | |||||||
| Personal and benefit costs | (11,942 | ) | (37,529 | ) | (49,471 | ) | ||||||
| General and administrative | (4,734 | ) | (25,933 | ) | (30,667 | ) | ||||||
| Total operating expenses | (16,976 | ) | (63,462 | ) | (80,438 | ) | ||||||
| Segment income (loss) | $ | 165,336 | $ | (56,462 | ) | $ | 108,874 | |||||
| 23 |
| Nine Months ended January 31, 2025 | ||||||||||||
| Dietary Supplement Segment | Consulting Service Segment | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Consulting service income | $ | – | $ | 10,838 | $ | 10,838 | ||||||
| Sale of dietary supplement products | 698,075 | – | 698,075 | |||||||||
| Total revenue | 698,075 | 10,838 | 708,913 | |||||||||
| Cost of revenue: | ||||||||||||
| Consulting service income | – | – | – | |||||||||
| Sale of dietary supplement products | (290,594 | ) | – | (290,594 | ) | |||||||
| Total cost of revenue | (290,594 | ) | – | (290,594 | ) | |||||||
| Gross profit | 407,481 | 10,838 | 418,319 | |||||||||
| Operating Expenses | ||||||||||||
| Selling and distribution | (7,489 | ) | – | (7,489 | ) | |||||||
| Personal and benefit costs | (48,404 | ) | (108,019 | ) | (156,423 | ) | ||||||
| General and administrative | (17,701 | ) | (110,646 | ) | (128,347 | ) | ||||||
| Total operating expenses | (73,594 | ) | (218,665 | ) | (292,259 | ) | ||||||
| Segment income (loss) | $ | 333,887 | $ | (207,827 | ) | $ | 126,060 | |||||
The revenues presented below are based on the countries in which the customers are located. Summarized financial information concerning the geographic segments is shown in the following tables:
| Three Months ended January 31, | Nine Months ended January 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| China | $ | – | $ | 7,000 | $ | – | $ | 86,200 | ||||||||
| Hong Kong | 199,250 | 105,000 | 199,250 | 305,773 | ||||||||||||
| United States of America | 510,375 | 196,318 | 1,041,389 | 316,760 | ||||||||||||
| Total | $ | 709,625 | $ | 308,318 | $ | 1,240,639 | $ | 708,913 | ||||||||
Cost of revenue
Cost of revenue as a percentage of net revenue was approximately 55% and 48% for the three and nine months ended January 31, 2026, respectively. Cost of revenue as a percentage of net revenue was approximately 39% and 41% for the three and nine months ended January 31, 2025, respectively. Cost of revenue increased by $274,276 and $304,118, or 230% and 105%, respectively for the three and nine months ended January 31, 2026.
| 24 |
Gross profit
For the three months ended January 31, 2026 and 2025, the gross profit was $316,343 and $189,312, respectively, and the gross profit margin was 45% and 61%, respectively. For the nine months ended January 31, 2026 and 2025, the gross profit was $645,927 and $418,319, respectively, and the gross profit margin was 52% and 59%, respectively. The increase in gross profit for the periods ended January 31, 2026, compared to the same periods in 2025, is primarily attributable to the more types of dietary supplement products were sold.
Personnel and benefit costs
We incurred personnel and benefit costs of $50,012 and $49,471 for the three months ended January 31, 2026 and 2025, respectively. We incurred personnel and benefit costs of $124,228 and $156,423 for the nine months ended January 31, 2026 and 2025, respectively. The decrease in personnel and benefit costs for the period ended January 31, 2026, compared to the same period in 2025, is primarily attributable to the decrease in the salaries of key management personnel.
General and administrative expenses
We incurred general and administrative expenses of $219,601 and $30,667 for the three months ended January 31, 2026 and 2025, respectively. General and administrative expenses increased by $188,934 or 616% for the three months ended January 31, 2026 compared to the same periods in 2025. We incurred general and administrative expenses of $405,339 and $128,347 for the nine months ended January 31, 2026 and 2025, respectively. General and administrative expenses increased by $276,992 or 216% compared to the same period in 2025. The increase in general and administrative expenses is primarily attributable to an increase in legal and professional fees.
Net loss
As a result of the factors described above, we reported net (loss) income of $(44,362) and $72,978 for the three months ended January 31, 2026 and 2025, respectively. For the nine months ended January 31, 2026 and 2025, the Company has a net (loss) income of $(54,853) and $50,414, respectively.
Liquidity and capital resources
On January 31, 2026, we had total current assets of $2,311,806, which consisted primarily of $1,168,904 in cash, $1,004,442 in accounts receivable, $4,583 in prepayment, $130,436 in inventories and $3,441 in other current assets. We had total current liabilities of $457,975, which consisted of $108,978 in accounts payable, $81,951 in accrued expenses and other current liabilities and $267,046 in income tax payable.
On April 30, 2025, we had total current assets of $2,256,251, which consisted primarily of $782,810 in cash, $1,266,951 in accounts receivable, $158,802 in advances to vendor, $44,247 in inventories and $3,441 in other current assets. We had total current liabilities of $347,567, which consisted of $60,065 in accounts payable and accrued expenses, $820 in other current liabilities and $286,682 in income tax payable.
We have never paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.
| 25 |
Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated:
| Nine Months ended January 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by (used in) operating activities | $ | 386,094 | $ | (286,363 | ) | |||
| Net cash provided by financing activities | – | 98,500 | ||||||
Operating Activities
For the nine months ended January 31, 2026, net cash provided by operating activities was $386,094 which consisted primarily of a net loss of $54,853, decrease in accounts receivable of $262,509, decrease in advances to vendor of $158,802, increase in other current liabilities of $2,830, increase in accounts payable of $108,978 and accrued expenses of $18,236. The amounts were partially offset by increase in inventories of $86,189, increase in prepayment of $4,583 and decrease in income tax payable of $19,636.
For the nine months ended January 31, 2025, net cash used in operating activities was $286,363 which consisted primarily of a net income of $50,414, increase in accounts receivable of $54,018, increase in advances to vendor of $210,912, increase in inventories of $53,854, decrease in other current liabilities of $5,507 and decrease in income tax payable of $29,056. The amounts were partially offset by adjusted non-cash item consisting of share-based compensation of $2,000, interest expense of $2,938, decrease in other current assets of $2,638 and increase in accounts payable and accrued expenses of $8,995.
Financing Activities
For the nine months ended January 31, 2026, net cash provided by financing activities was $0.
For the nine months ended January 31, 2025, net cash provided by financing activities was $98,500, which consisted primarily of proceed from a related party of $99,000 and interest paid of $500.
Off-Balance Sheet Arrangements
As of January 31, 2026, the Company did not have any off-balance sheet arrangements that had or were reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Contractual Obligations and Commercial Commitments
We had no contractual obligations and commercial commitments as of January 31, 2026.
| 26 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
None.
| ITEM 4. | CONTROLS AND PROCEDURES |
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2026. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and (2) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as of January 31, 2026.
Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
To address these material weaknesses, management has initiated steps to strengthen oversight and financial reporting processes, including implementing more formal procedures for preparing and reviewing period-end financial statements and disclosures. We expect that once these measures are fully implemented and operating for a sufficient period, we will remediate the identified weaknesses.
Changes in Internal Controls over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We are aware that any system of controls, however well designed and operated, can only provide reasonable, and not absolute, assurance that the objectives of the system are met, and that maintenance of disclosure controls and procedures is an ongoing process that may change over time.
| 27 |
PART II – OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
| ITEM 1A. | RISK FACTORS |
The information to be reported under this Item is not required for smaller reporting companies.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
None.
| ITEM 5. | OTHER INFORMATION |
During the quarter ended January 31, 2026, no
director or officer
| ITEM 6. | EXHIBITS |
The following exhibits are included as part of this report by reference:
| 3.1 | Articles of Incorporation (incorporated by reference to Form S-1 filed on June 14, 2017) | |
| 3.2 | Certificate of Amendment to the Articles of Incorporation (incorporated by reference to Form 8-K filed on November 26, 2018) | |
| 3.3 | Certificate of Amendment, dated January 9, 2026 (incorporated by reference to Form 8-K filed on January 13, 2026) | |
| 3.4 | Certificate of Amendment, dated November 12, 2025 (incorporated by reference to Form 8-K filed on January 13, 2026) | |
| 3.5 | Certificate of Correction, dated November 21, 2025 (incorporated by reference to Form 8-K filed on January 13, 2026) | |
| 3.6 | Certificate of Designation, dated November 21, 2025 (incorporated by reference to Form 8-K filed on January 13, 2026) | |
| 3.7 | Bylaws (incorporated by reference to Form S-1 filed on June 14, 2017) | |
| 31.1* | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
| 31.2* | Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
| 32.1** | Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2** | Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 (embedded within the Inline XBRL document) |
| * | Filed herewith. | |
| ** | Furnished herewith and not to be incorporated by reference into any filing of VitaNova Life Sciences Corporation under the Securities Act or the Exchange Act whether made before or after the date of this Quarterly Report. |
| 28 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on March 16, 2026.
| VitaNova Life Sciences Corporation | ||
| By: | /s/ Rose Kelly | |
| Rose Kelly, Chief Executive Officer | ||
| By: | /s/ Steve Niu | |
| Steve Niu, Chief Financial Officer | ||
| 29 |
FAQ
How did VitaNova Life Sciences (VNOV) perform financially for the nine months ended January 31, 2026?
What drove VitaNova Life Sciences (VNOV) revenue growth in the latest quarter and year-to-date?
Why did VitaNova Life Sciences (VNOV) report a net loss despite higher sales?
What is the liquidity position of VitaNova Life Sciences (VNOV) as of January 31, 2026?
Does VitaNova Life Sciences (VNOV) face significant customer or supplier concentration risks?
What corporate changes did VitaNova Life Sciences (VNOV) make during the period?
What internal control issues does VitaNova Life Sciences (VNOV) disclose?
