VitaNova revenue jumps, margins shrink to 9%
VNOV grew quarterly revenue over 200% on new food products but saw margins compress, losses widen and internal-control weaknesses persist.
VitaNova Life Sciences Corporation (VNOV) reported a sharp revenue increase but lower profitability for the quarter ended July 31, 2026. Revenue rose to $321,576 from $103,899 a year earlier, driven mainly by the new healthy food products line, which contributed $234,576 of sales.
Despite higher sales, gross profit fell to $30,521 from $68,781 and gross margin dropped to 9% from 66%, as food products carried only about a 3% margin and dietary supplement sales declined. Net loss widened to $123,101 from $46,301, and cash from operating activities decreased to $6,965 from $263,811.
The company ended the quarter with $1,604,182 in cash, total assets of $2,239,335, and total liabilities of $311,656, with no preferred stock outstanding and 8,337,454 common shares issued and outstanding. Management identified material weaknesses in internal control, including the absence of an audit committee and insufficient qualified accounting personnel, though it believes current cash and operating cash flows will cover working capital needs for the next 12 months.
Positive
- Revenue grew 210% year over year to $321,576, driven by the new healthy food products segment contributing $234,576.
- VNOV reported $1,604,182 in cash and total current assets of $2,223,297 versus total liabilities of $311,656, and management believes liquidity is sufficient for the next 12 months.
- The company has expanded its structure with two new wholly owned subsidiaries in 2026 focused on healthy food products and raw materials, supporting diversification of operations.
Negative
- Gross margin dropped from 66% to 9%, as lower-margin healthy food products and weaker supplement sales reduced profitability despite higher revenue.
- Net loss increased to $123,101 from $46,301, and operating cash flow fell to $6,965 from $263,811, indicating weaker earnings quality.
- Customer and vendor concentration is high, with the top three customers providing 91% of revenue and two vendors supplying 100% of purchases during the quarter.
- Management reported material weaknesses in internal control, including no audit committee and insufficient qualified accounting personnel, which could increase the risk of future misstatements.
- Gross profit declined to $30,521 from $68,781, reflecting pressure on margins as the new food product line generated only about a 3% profit margin.
Filing Explained
20,000 CFO and 130,000 CEO shares remain unissued and could dilute holders if issued after the completed reverse split.
A Form 10-Q is an unaudited quarterly report; this filing reports VitaNova Life Sciences Corporation’s financial and control information for the quarter ended
The company’s 1-for-3 reverse stock split became effective on
The filing reports
If those shares are issued, they would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes. Separately, three customers generated
Key Figures
Key Terms
reverse stock split financial
current expected credit loss financial
segment reporting financial
deferred tax assets financial
material weaknesses financial
fair value hierarchy financial
Earnings Snapshot
FAQ
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How did VNOV’s revenue perform in the quarter ended July 31, 2026?
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What is VNOV’s gross margin and how did it change year over year?
What is VNOV’s liquidity position as of July 31, 2026?
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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)
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
| (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
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
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 ☐ |
Accelerated filer ☐ |
☒ |
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
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No
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 July 31, 2026 and April 30, 2026 | 4 | |
| Unaudited Condensed Consolidated Statements of Operations for the Three Months ended July 31, 2026 and 2025 | 5 | |
| Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended July 31, 2026 and 2025 | 6 | |
| Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months ended July 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 | 29 |
| Item 1A | Risk Factors | 29 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 29 |
| Item 3. | Defaults Upon Senior Securities | 29 |
| Item 4. | Mine Safety Disclosures | 29 |
| Item 5. | Other Information | 29 |
| Item 6. | Exhibits | 30 |
| Signatures | 31 | |
| 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
| July 31, 2026 | April 30, 2026 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Noncurrent assets: | ||||||||
| Deferred tax assets | ||||||||
| Total noncurrent 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 | ||||||||
| Preferred Stock, $ | ||||||||
| Common Stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Shares to be issued | ||||||||
| Retained earnings | ||||||||
| Total Shareholders’ Equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 4 |
VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES
(Formerly Yijia Group Corp.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND 2025
| Three Months ended July 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue, net | $ | $ | ||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Personnel and benefit costs | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Income from operations | ( | ) | ( | ) | ||||
| Income tax expense | ( | ) | ( | ) | ||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) per share - basic | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares outstanding - basic | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 5 |
VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES
(Formerly Yijia Group Corp.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND 2025
| Preferred Stock | Common Stock | Additional paid in | Shares to be | Retained | Total shareholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | issued | earnings | equity | |||||||||||||||||||||||||
| Balance as of May 1, 2026 | $ | – | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net loss for the period | – | – | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of July 31, 2026 | $ | – | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Balance as of May 1, 2025 | $ | – | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net loss for the period | – | – | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of July 31, 2025 | $ | – | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 6 |
VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES
(Formerly Yijia Group Corp.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND 2025
| Three Months ended July 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Prepayment | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Deferred revenue | ||||||||
| Income tax payable | ||||||||
| Net cash provided by operating activities | ||||||||
| 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 consolidated financial statements.
| 7 |
VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES
(Formerly Yijia Group Corp.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS
VitaNova Life Sciences Corporation (“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 dietary supplement and food products to domestic and international customers, and occasionally provides consulting advisory services in management, business, accounting and finance services.
On June 6, 2023, the Company’s major shareholder and director, Barry Sytner entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Xianchang Ma (“Mr. Ma”), pursuant to which Barry Sytner sold 5,066,250 shares of common stock of the Company to Mr. Ma, constituting approximately 86.3% of the issued and outstanding shares of the Company as of May 2, 2023, for a total consideration of $470,562, derived from the purchaser’s personal funds. The Securities Purchase Agreement was closed on June 14, 2023. Following the closing of the securities purchase transaction, Mr. Ma acquired a beneficial interest in 5,066,250 shares of common stock of the Company constituting approximately 86.3% of the issued and outstanding shares of the Company as of May 2, 2023 and constituting a change of control of the Company.
On September 12, 2023, Ms. Caihong Qu, Mr. Xianchang Ma’s sole heir, was inherited and allocated 5,066,250 shares of the Company’s common stock at a consideration of nil through operation of law. Upon completion of this transfer, Ms. Qu possessed 5,066,250 shares of common stock of the Company constituting approximately 86.3% of the issued and outstanding shares of the Company as of September 12, 2023, which constituted another change of control of the Company at that time.
On November 9, 2023, the Company founded Nutripeak Trading Corporation (“NTC”), a wholly owned subsidiary incorporated in Nevada. NTC was established with the purpose of marketing and supplying dietary supplement products.
On March 6, 2026, the Company established VitaNova Global Foods Corporation (“VGFC”) as a wholly owned subsidiary incorporated in Nevada. VGFC was established with the purpose of marketing and supplying healthy food products.
On June 17, 2026, the Company established World Q Corporation (“WQC”) as a wholly owned subsidiary incorporated in Nevada. WQC was established with the purpose of marketing and supplying raw materials used in dietary supplement products. WQC had not commenced operations as of the date of this report date.
The details of the Company’s subsidiaries are described below:
| Schedule of details of company subsidiary | ||||||
| Name | Place of incorporation and kind of legal entity | Principal activities and place of operation | Effective interest Held | |||
| 8 |
VNOV and its subsidiaries are hereinafter referred to as the “Company”.
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 accompanying consolidated financial statements were retroactively reflected this reverse stock split for the periods presented.
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, 2026 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 July 31, 2026 are not necessarily indicative of the results to be expected for the entire fiscal year ending April 30, 2027 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, 2026, filed with the SEC on July 29, 2026.
Principles of Consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
Use of Estimates and Assumptions
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 periods. These estimates and judgments include, but are not limited to, revenue recognition, allowance for credit losses, inventory impairment allowance, and deferred taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual amounts may differ from the estimated amounts, such differences are not likely to be material.
Cash
Cash is carried at cost and represents cash on hand and demand deposits placed with banks or other financial institutions.
| 9 |
Credit Losses
On May 1, 2024, the Company adopted ASU 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments(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, creditworthiness of customers and debtors, current economic 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. There was no material transition adjustment upon adoption of CECL. The Company’s accounts receivables, advance to vendors and other current assets in the balance sheet are within the scope of Accounting Standards Codification (“ASC”) Topic 326.
Accounts Receivable, Net
Accounts receivable arises from the sale of
products on trade credit terms and are presented net of allowance for credit losses. The allowance for credit losses is based on
management’s assessment of the collectability of outstanding accounts receivable, including consideration of historical
collection experience, current economic conditions, and specific customer circumstances. The Company periodically evaluates the
collectability of its accounts receivable and records an allowance when credit losses are expected. All provisions for the allowance
for credit losses are included as a component of general and administrative expenses in the accompanying consolidated statements of
income. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. Delinquent
account balances are written-off against the allowance for credit losses after management has determined that the likelihood of
collection is not probable. Subsequent recoveries of amounts previously written off are credited to earnings in the period
recovered. Additionally, the Company ships products only when collection of payment is considered probable. At July 31, 2026 and
April 30, 2026, the allowance for credit losses was $
Inventories
Inventories primarily consist of finished dietary supplement products which are stated at the lower of cost or net realizable value. Cost of inventories is determined using the first-in, first-out method and includes all costs to acquire and other costs to bring the inventories to their present location and condition. The Company takes ownership, risks, and rewards of the products purchased.
Inventories are written down to estimated net realizable value, which could be impacted by certain factors including historical usage, expected demand, anticipated sales price, new product development schedules, product obsolescence, and other factors. The Company continuously evaluates the recoverability of the Company’s inventories, and inventory provisions are recorded in the consolidated statements of operations and comprehensive income. The Company did not record write-down of potentially obsolete or slow-moving inventories or lower of cost or market adjustment for the three months ended July 31, 2026 and 2025.
Segment Reporting
Financial Accounting Standards Board (“FASB”) ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the method a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manners in which management disaggregates a company. The Company’s management has determined that the Company’s current operations constitute two reportable segments in accordance with ASC 280: 1) sale and distribution of dietary supplement segment, and 2) wholesale and trading of food products segment. All of the Company’s operations and assets are located in the United States.
| 10 |
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606 when control of goods transfers to customers in an amount that reflects the consideration expected to be received. The Company applies the five-step model prescribed by ASC 606, which requires the Company to: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the performance obligations are satisfied.
Currently, the Company operates in two business segments sale-distribution of dietary supplement and wholesale and trading of food products segment.
Each segment has only one performance obligation under the fixed-fee arrangements. Revenue is recognized from the sale of the Company’s dietary supplement and food products when control of the products is transferred to the customer, which is at a point in time. The Company fulfills its obligation to deliver when the products are available to the customer at the Company’s premises or at the designated place, 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.
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 July 31, | ||||||||||
| Type of products or services | Timing of revenue recognition | 2026 | 2025 | |||||||
| Other | Services transferred over time | $ | $ | |||||||
| Sales of dietary supplement | Goods transferred at a point in time | |||||||||
| Sales of food products | Goods transferred at a point in time | |||||||||
| TOTAL | $ | $ | ||||||||
Cost of Revenues
Cost of revenues, which are directly attributable to the sale of dietary supplement products and healthy food products, primarily consists of purchase costs of merchandise and food.
Income Taxes
The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
| 11 |
Under the provisions of FASB ASC Topic 740, when tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.
The Company did not have any unrecognized tax positions or benefits and there was no effect on the financial condition or results of operations for the three months ended July 31, 2026 and 2025. The Company and its subsidiaries are subject to local and various foreign tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax jurisdictions.
Earnings per Share (EPS)
The Company calculates loss per share in accordance
with ASC Topic 260, “Earnings per Share.” Basic EPS is computed by dividing net income by the weighted average number of common
shares outstanding for the period. Diluted EPS is computed similar to basic net income 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 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, 2026 and 2025, the Company had
Stock Based Compensation
Pursuant to ASU 2018-07, the Company follows ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee or non-employee), are measured at grant-date fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant.
Related Parties
Parties, which can be a corporation or individual, are considered to be related if the entities have the ability, directly or indirectly, to control the other party or exercise significant influence over the 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.
| 12 |
Fair Value Measurement
The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
| · | Level 1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets; | |
| · | Level 2: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and | |
| · | Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. |
The carrying value of cash, amount due to a related party and other current assets approximates its fair value due to their short-term nature of these financial instruments.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not been issued or made available for issuance. The Company recently adopted the amendments effective May 1, 2026. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations, or cash flows.
Recently Issued Accounting Pronouncements
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 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.
| 13 |
In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 18) and Revenue from contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim reporting period within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
NOTE 3 — SEGMENT REPORTING
Currently, the Company has two reportable business segments: sale and distribution of dietary supplement and wholesale and trading of food products segment.
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 July 31, 2026 | ||||||||||||
| Healthy Food Products | Dietary Supplement | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Sale of dietary supplement products | $ | $ | $ | |||||||||
| Sale of healthy food products | ||||||||||||
| Total revenue | ||||||||||||
| Cost of revenue: | ||||||||||||
| Sale of dietary supplement products | ( | ) | ( | ) | ||||||||
| Sale of healthy food products | ( | ) | ( | ) | ||||||||
| Total cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Operating Expenses | ||||||||||||
| Personal and benefit costs | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Segment income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| 14 |
| Three Months ended July 31, 2025 | ||||||||||||
| Dietary Supplement | Other | 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 | ||||||||||||
| Personal and benefit costs | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Segment income (loss) | $ | $ | ( | ) | $ | ( | ) | |||||
All of the Company’s revenue were generated in the USA during the three months ended July 31, 2026 and 2025.
NOTE 4 — ACCOUNTS RECEIVABLE NET
| Schedule of accounts receivable allowance for credit losses | ||||||||
| July 31, 2026 | April 30, 2026 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for expected credit losses | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
For the three months ended July 31, 2026 and
April 30, 2026, there were $
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.
| 15 |
NOTE 5 — INVENTORIES
Inventories comprised of the following:
| Schedule of inventories | ||||||||
| July 31, 2026 | April 30, 2026 | |||||||
| Finished goods | $ | $ | ||||||
For the three months ended July 31, 2026 and
April 30, 2026,
NOTE 6－ INCOME TAX
The Company and its subsidiaries are subject to 21% federal corporate income tax rate in US and 6.5% New York state corporate income tax rate. There is no state income tax for Nevada state.
The income tax provision for the three months ended July 31, 2026 and 2025, consists of the following:
| Schedule of income tax provision | ||||||||
| Three Months ended July 31, | ||||||||
| 2026 | 2025 | |||||||
| Federal | ||||||||
| Current | $ | $ | ||||||
| Deferred | ||||||||
| State | ||||||||
| Current | ||||||||
| Deferred | ||||||||
| Income tax provision | $ | $ | ||||||
As of July 31, 2026 and April 30, 2026, the Company’s net deferred tax assets are as follows:
| Schedule of deferred tax assets | ||||||||
| As of July 31, 2026 | As of April 30, 2026 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss | $ | $ | ||||||
| Bad debt expense | ||||||||
| Total deferred tax assets | ||||||||
| Less: valuation allowance | ( | ) | ||||||
| Deferred tax assets, net | $ | $ | ||||||
| 16 |
The valuation allowance for deferred tax assets
as of July 31, 2026 and April 30, 2026 was $
A reconciliation of the consolidated federal and state statutory income tax rate to the Company’s effective tax rate as a percentage of income before income taxes for the three months ended July 31, 2026 and 2025, consists of the following:
| Schedule of reconciliation of income tax rate | ||||||||||||||||
| Three Months ended July 31, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Statutory federal income tax rate | $ | ( | ) | ( | ) | $ | ( | ) | ( | ) | ||||||
| State statutory income tax rate, net of effect of state income tax deductible to federal income tax | ||||||||||||||||
| Deferred tax asset | ||||||||||||||||
| Change in valuation allowance | ( | ) | ( | ) | ||||||||||||
| Permanent difference | ||||||||||||||||
| Adjustment to current year taxes | ||||||||||||||||
| Effective income tax rate | $ | $ | ||||||||||||||
NOTE 7 — SHAREHOLDERS’ EQUITY
Preferred Stock
The Company is authorized to issue
Common Stock
The Company is authorized to issue
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 accompanying consolidated financial statements were retroactively reflected the reverse stock split for the periods presented.
On January 8, 2024, the Company granted 1,667
common stocks issuable per month in total of
| 17 |
On April 30, 2026, the Company’s Board of
Directors granted
As of July 31, 2026, the Company had
NOTE 8 — 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 | |
| Lawrence Yan (“Mr. Yan”) | Chief Executive Officer of NTC |
On January 8, 2024, the Company granted 1,667
common stocks issuable per month in total of
During the three months ended July 31, 2026 and
2025, Mr. Robert received compensation of $
During the three months ended July 31, 2026 and
2025, Ms. Kelly received compensation of $
During the three months ended July 31, 2026 and
2025, Mr. Niu received compensation of nil and $
During the three months ended July 31, 2026 and
2025, Mr. Yan received compensation of $
NOTE 9 — 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 July 31, 2026 and April 30, 2026, $
| 18 |
| (b) | Major customers |
For the three months ended July 31, 2026 and 2025, the individual customers who accounted for 10% of the Company’s revenue and its outstanding accounts receivable balance at period-end date:
| Schedule of concentrations risk | ||||||||||||||||
| For the Three Months ended July 31, 2026 | As of July 31, 2026 | |||||||||||||||
| Revenues | Percentage of revenues | Accounts receivable | ||||||||||||||
| Customer D | $ | $ | ||||||||||||||
| Customer E | ||||||||||||||||
| Customer F | ||||||||||||||||
| TOTAL | $ | Total | $ | |||||||||||||
| For the Three Months ended July 31, 2025 | As of July 31, 2025 | |||||||||||||
| Revenues | Percentage of revenues | Accounts receivable | ||||||||||||
| Customer A | $ | $ | ||||||||||||
| Customer B | ||||||||||||||
| Customer C | ||||||||||||||
| TOTAL | $ | Total | $ | |||||||||||
| (b) | Major vendors |
For the three months ended July 31, 2026 and 2025, the following vendors accounted for 10% or more of the Company’s purchases and its outstanding accounts payable balance at period-end date:
| Schedule of concentrations risk | ||||||||||||
| For the Year ended July 31, 2026 | As of July 31, 2026 | |||||||||||
| Vendor | Purchases | Percentage of purchases | Accounts payable | |||||||||
| Vendor A | $ | $ | ||||||||||
| Vendor B | ||||||||||||
| TOTAL | $ | $ | ||||||||||
For the three months ended July 31, 2025, there is no single vendor who accounted for more than 10% of the Company’s purchases.
NOTE 10 — COMMITMENTS AND CONTINGENCIES
As of July 31, 2026, the Company has no commitments or contingencies.
NOTE 11 — 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 consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after July 31, 2026, up to the date that the consolidated financial statements were available to be issued.
| 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, 2026 (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
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
VitaNova Life Sciences Corporation (“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 “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.
On November 9, 2023, the Company founded Nutripeak Trading Corporation (“NTC”), a wholly owned subsidiary incorporated in Nevada. NTC was established with the purpose of marketing and supplying dietary supplement products.
On March 6, 2026, the Company established VitaNova Global Foods Corporation (“VGFC”) as a wholly owned subsidiary incorporated in Nevada. VGFC was established with the purpose of marketing and supplying healthy food products.
On June 17, 2026, the Company established World Q Corporation (“WQC”) as a wholly owned subsidiary incorporated in Nevada. WQC was established with the purpose of marketing and supplying raw materials used in dietary supplement products. WQC did not have any operations yet as of this report date.
The Company mainly provides dietary supplement and healthy food products to domestic and international customers.
| 20 |
Results of Operations
We currently supply dietary supplement and food products to domestic and international customers.
The following table sets forth certain operational data for the three months ended July 31, 2026 and 2025:
| For the Three Months ended July 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | 321,576 | $ | 103,899 | ||||
| Cost of revenue | (291,055 | ) | (35,118 | ) | ||||
| Gross profit | 30,521 | 68,781 | ||||||
| Total operating expenses | (152,683 | ) | (101,221 | ) | ||||
| Loss from operations | (122,162 | ) | (32,440 | ) | ||||
| Total other income (expense) | – | – | ||||||
| Loss before income tax | (122,162 | ) | (32,440 | ) | ||||
| Income tax expenses | (939 | ) | (13,861 | ) | ||||
| Net loss | $ | (123,101 | ) | $ | (46,301 | ) | ||
Revenue
We generated revenues of $321,576 and $103,899 for the three months ended July 31, 2026 and 2025, respectively. Our major customers are located in the United States of America. Our revenue significantly increased by $217,677, or 210% due to the fast growth of our new healthy food products line.
During the three months ended July 31, 2026 and 2025, the nature of businesses and segment was shown as below:
Currently, the Company has two reportable business segments: sale and distribution of dietary supplement and wholesale and trading of food products segment.
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 July 31, 2026 | ||||||||||||
| Healthy Food Products | Dietary Supplement | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Sale of dietary supplement products | $ | – | $ | 87,000 | $ | 87,000 | ||||||
| Sale of healthy food products | 234,576 | – | 234,576 | |||||||||
| Total revenue | 234,576 | 87,000 | 321,576 | |||||||||
| Cost of revenue: | ||||||||||||
| Sale of dietary supplement products | – | (63,180 | ) | (63,180 | ) | |||||||
| Sale of healthy food products | (227,875 | ) | – | (227,875 | ) | |||||||
| Total cost of revenue | (227,875 | ) | (63,180 | ) | (291,055 | ) | ||||||
| Gross profit | 6,701 | 23,820 | 30,521 | |||||||||
| Operating Expenses | ||||||||||||
| Personal and benefit costs | (20,883 | ) | (16,969 | ) | (37,852 | ) | ||||||
| General and administrative | (78,884 | ) | (35,947 | ) | (114,831 | ) | ||||||
| Total operating expenses | (99,767 | ) | (52,916 | ) | (152,683 | ) | ||||||
| Segment loss | $ | (93,066 | ) | $ | (29,096 | ) | $ | (122,162 | ) | |||
| 21 |
| For the Three Months ended July 31, 2025 | ||||||||||||
| Dietary Supplement Segment | Other | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Consulting service income | $ | – | $ | 4,225 | $ | 4,225 | ||||||
| Sale of dietary supplement products | 99,674 | – | 99,674 | |||||||||
| Total revenue | 99,674 | 4,225 | 103,899 | |||||||||
| Cost of revenue: | ||||||||||||
| Consulting service income | – | – | – | |||||||||
| Sale of dietary supplement products | (35,118 | ) | – | (35,118 | ) | |||||||
| Total cost of revenue | (35,118 | ) | – | (35,118 | ) | |||||||
| Gross profit | 64,556 | 4,225 | 68,781 | |||||||||
| Operating expenses: | ||||||||||||
| Personal and benefit costs | (11,740 | ) | (23,188 | ) | (34,928 | ) | ||||||
| General and administrative | (2,414 | ) | (63,879 | ) | (66,293 | ) | ||||||
| Total operating expenses | (14,154 | ) | (87,067 | ) | (101,221 | ) | ||||||
| Segment income (loss) | $ | 50,402 | $ | (82,842 | ) | $ | (32,440 | ) | ||||
All of the Company’s revenue were generated in the USA during the three months ended July 31, 2026 and 2025.
During the three months ended July 31, 2026 and 2025, the following customers accounted for 10% or more of our total net revenues:
| For the Three Months ended July 31, 2026 | As of July 31, 2026 | |||||||||||
| Revenues | Percentage of revenues | Accounts receivable | ||||||||||
| Customer D | $ | 128,300 | 40% | $ | – | |||||||
| Customer E | 87,000 | 27% | – | |||||||||
| Customer F | 76,300 | 24% | – | |||||||||
| TOTAL | $ | 291,600 | 91% | $ | – | |||||||
| Three months ended July 31, 2025 | As of July 31, 2025 | |||||||||||
| Revenue | Percentage of revenue | Accounts receivable | ||||||||||
| Customer A | $ | 45,000 | 43% | $ | – | |||||||
| Customer B | 35,630 | 34% | – | |||||||||
| Customer C | 19,043 | 18% | – | |||||||||
| Total | $ | 99,673 | 95% | $ | – | |||||||
| 22 |
Cost of revenue
Cost of revenue as a percentage of net revenue was approximately 91% and 34% for the three months ended July 31, 2026 and 2025, respectively. Cost of revenue increased by $255,937, or 729% is attributable to the business growth of healthy food product line.
During the three months ended July 31, 2026 and 2025, the following vendors accounted for 10% or more of our purchases:
| For the Year ended April 30, 2026 | As of April 30, 2026 | |||||||||||
| Vendor | Purchases | Percentage of purchases | Accounts payable | |||||||||
| Vendor A | $ | 364,000 | 75% | $ | – | |||||||
| Vendor B | 122,736 | 25% | 23,993 | |||||||||
| TOTAL | $ | 486,736 | 100% | $ | 23,993 | |||||||
For the three months ended July 31, 2025, there is no single vendor who accounted for more than 10% of the Company’s purchases.
Gross profit
For the three months ended July 31, 2026 and 2025, gross profit was $30,521 and $68,781, respectively, and the gross profit margin was 9% and 66%, respectively. Gross profit decreased by $38,260, or 56% is primarily attributable to the decrease in sales of dietary supplement products which normally have higher profit margin. During the three months ended July 31, 2026, our new product line of food products like olive juice, white sesame oil, aloe vera drink, etc., the profit margin for food products was lower, approximately at 3% due to our effort of marketing and promoting our new products by providing lower selling price to attract customers.
Personnel and benefit costs
We incurred personnel and benefit costs of $37,852 and $34,928 for the three months ended July 31, 2026 and 2025, respectively. Personnel and benefit costs increased by $2,924, or 8%, which was at a relatively stable level of personnel and benefit costs during the period.
General and administrative expenses
We incurred general and administrative expenses of $114,831 and $66,293 for the three months ended July 31, 2026 and 2025, respectively. General and administrative expenses increased by $48,538, or 73% for the three months ended July 31, 2026, compared to the same periods in 2025, is primarily attributable to the increase in the legal and professional fees.
Net loss
As a result of the factors described above, we reported a net loss of $123,101 and $46,301 for the three months ended July 31, 2026 and 2025, respectively.
| 23 |
Liquidity and capital resources
On July 31, 2026, we had total current assets of $2,223,297, which consisted primarily of $1,604,182 in cash, $316,871 in accounts receivable, $301,294 in inventories and $950 in other current assets. We had total current liabilities of $311,656, which consisted of $122,805 in accounts payable, $79,903 in accrued expenses and other current liabilities and $108,948 in income tax payable.
On April 30, 2026, we had total current assets of $2,430,523, which consisted primarily of $1,597,217 in cash, $726,743 in accounts receivable, $105,613 in inventories and $950 in other current assets. We had total current liabilities of $395,781, which consisted of $208,813 in accounts payable, $78,959 in accrued expenses and other current liabilities and $108,009 in income tax payable.
In assessing our liquidity, management monitors and analyzes the Company’s cash on-hand, its ability to generate sufficient revenue sources in the future, and its operating and capital expenditure commitments. We have funded our working capital, operations and other capital requirements primarily by cash flow from operations. Cash is required to pay purchase costs for inventory, rental expenses, salaries, income taxes, and other operating expenses. Management has considered the historical experience, the economy, trends in the industry, the expected collectability of our accounts receivable and the realization of the inventories as of July 31, 2026 and April 30, 2026. We believe that our current cash and cash flows provided by operating activities will be sufficient to meet our working capital needs for our existing business in the next 12 months from the date of the issuance date of the financial statements. We may also seek additional financing, to the extent needed, and there can be no assurance that such financing will be available on favorable terms, or at all. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.
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.
Cash Flows
The following table sets forth a summary of our cash flows for the three months ended:
| For the Three Months ended July 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities | $ | 6,965 | $ | 263,811 | ||||
Operating Activities
For the three months ended July 31, 2026, net cash provided by operating activities was $6,965, which consisted primarily of a net loss of $123,101, decrease in outstanding accounts receivable of $409,872, increase in accrued expenses and other current liabilities of $944, and increase in income tax payable of $939. The amounts were partially offset by increase in inventories of $195,681 and decrease in outstanding accounts payable of $86,008.
For the three months ended July 31, 2025, net cash provided by operating activities was $263,811, which consisted primarily of a net loss of $46,301, decrease in outstanding accounts receivable of $252,669, decrease in inventories of $35,118, increase in deferred revenue of $10,775, increase in other current liabilities of $406, increase in accounts payable and accrued expenses of $7,366 and increase in income tax payable of $13,861. The amounts were partially offset by increase in prepayment of $10,083.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are 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.
| 24 |
Contractual Obligations and Commercial Commitments
We have no contractual obligations and commercial commitments as of July 31, 2026.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. These estimates and judgments include, but are not limited to, revenue recognition, allowance for credit losses, inventory impairment allowance, and deferred taxes. 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.
We have also identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management’s subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. We believe the following accounting policies are critical in the preparation of our financial statements.
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606 when control of goods transfers to customers in an amount that reflects the consideration expected to be received. The Company applies the five-step model prescribed by ASC 606, which requires the Company to: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the performance obligations are satisfied.
Currently, the Company operates in two business segments - sale and distribution of dietary supplement and wholesale and trading of food products segment.
Each of the sale and distribution of dietary supplement and food products segment has only one performance obligation under the fixed-fee arrangements. Revenue is recognized from the sale of the Company’s dietary supplement and food products when control of the products is transferred to the customer, which is at a point in time. The Company fulfills its obligation to deliver when the products are available to the customer at the Company’s premises or at the designated place, 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.
Credit Losses
On May 1, 2024, the Company adopted ASU 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments(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, creditworthiness of customers and debtors, current economic 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. There was no material transition adjustment upon adoption of CECL. The Company’s accounts receivables, advance to vendors and other current assets in the balance sheet are within the scope of Accounting Standards Codification (“ASC”) Topic 326.
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Accounts Receivable, Net
Accounts receivable arises from the sale of products on trade credit terms and are presented net of allowance for credit losses. The allowance for credit losses is based on management’s assessment of the collectability of outstanding accounts receivable, including consideration of historical collection experience, current economic conditions, and specific customer circumstances. The Company periodically evaluates the collectability of its accounts receivable and records an allowance when credit losses are expected. All provisions for the allowance for credit losses are included as a component of general and administrative expenses in the accompanying consolidated statements of income. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. Delinquent account balances are written-off against the allowance for credit losses after management has determined that the likelihood of collection is not probable. Subsequent recoveries of amounts previously written off are credited to earnings in the period recovered. Additionally, the Company ships products only when collection of payment is considered probable. At July 31, 2026 and April 30, 2026, the allowance for credit losses was $61,366 and $61,366, respectively.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not been issued or made available for issuance. The Company recently adopted the amendments effective May 1, 2026. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations, or cash flows.
Recently Issued Accounting Pronouncements
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 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 May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 18) and Revenue from contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim reporting period within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
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In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not been issued or made available for issuance. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.
| 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 July 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. | We do not have an Audit Committee - While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities; and | |
| 2. | Insufficient qualified accounting personnel and resources possessing the requisite knowledge of U.S. GAAP for daily accounting operations, payroll administration, and financial reporting. |
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 July 31, 2026.
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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 evaluating the appointment of additional directors with appropriate financial expertise, and engaging or hiring additional qualified accounting personnel. 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.
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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 July 31, 2026,
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| 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. |
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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 September 14, 2026.
| VitaNova Life Sciences Corporation | ||
| By: | /s/ Rose Kelly | |
| Rose Kelly, Chief Executive Officer | ||
| By: | /s/ Steve Niu | |
| Steve Niu, Chief Financial Officer | ||
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