UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended October 31, 2025

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

Commission file number: 001-42554

MARWYNN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

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

+1 949-706-9966

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

●

our goals and strategies;

●

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

●

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

●

our dividend policy;

●

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

●

our expectation regarding the use of proceeds from this offering;

●

our projected markets and growth in markets;

●

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

●

competition in our industry;

●

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

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

●

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

●

assumptions underlying or related to any of the foregoing.

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

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

MARWYNN HOLDINGS, INC.

FORM 10-Q

For the Quarterly Period Ended October 31, 2025

Table of Contents

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

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

PART II - Other Information		48

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

SIGNATURES		53

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

MARWYNN HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

	October 31, 2025 (Unaudited)			April 30, 2025

ASSETS

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

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

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

LIABILITIES AND STOCKHOLDERS’ EQUITY

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

Non-Current Liabilities

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

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

COMMITMENTS AND CONTINGENCIES

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

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

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

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

MARWYNN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(Unaudited)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

MARWYNN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

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

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

(Unaudited)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

MARWYNN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

(Unaudited)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS

Business

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

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

The Company’s business was operated by the following entities: (1) FuAn Enterprise, Inc (“FuAn”), was incorporated in the state of California on April 18, 2016. FuAn is a food and non-alcoholic beverage supply chain company that specializes in connecting businesses between different regions, particularly between Asia and the U.S. FuAn’s comprehensive supply chain services include the sourcing of Asian food, snacks, and non-alcoholic beverages, and distributing branded goods to mainstream markets, grocery stores and wholesale/warehouse clubs in the U.S. In addition, FuAn provides supply chain consulting, and market expansion support for businesses; (2) Grand Forest Cabinetry Inc (“Grand Forest”), was incorporated in the state of California, on February 22, 2021. KZS Kitchen Cabinet & Stone Inc (“KZS”), was incorporated in the state of California, on October 11, 2018, and merged with and into Grand Forest on June 1, 2024. Following the merger, all of the home improvement business is now under Grand Forest as the surviving corporation. Grand Forest is an indoor home improvement supply chain provider that focuses on providing high-quality kitchen cabinets, flooring, and home improvement products sourced from international suppliers.

Discontinued Operations - Grand Forest

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

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

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

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

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

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

Completion of the IPO

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

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

Liquidity and Going Concern

As reflected in the accompanying unaudited consolidated financial statements, the Company incurred net loss of $330,772 and $2,969,384 from continuing operations for the three and six months ended October 31, 2025, respectively, and had cash outflow from operating activities of $486,753 from continuing operations for the six months ended October 31, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of the unaudited condensed consolidated financial statements. The management plans to increase its revenue of FuAn by diversifying its markets from major mass market channels to ethnic supermarkets chains. In addition, FuAn has already finished the setup process to become a vendor to some major food distributors. The Company’s decision of disposing Grand Forest is to maximize the efficiency and profitability of its existing business of supply chain consulting, and supply chain services of sourcing Asian foods, snacks, and non-alcoholic beverages, and distributing branded goods to mainstream markets, grocery stores and wholesale / warehouse clubs in the US.

The Company had $1,361,469 cash on hand and working capital of approximately $2.09 million as of October 31, 2025. The Company has historically funded its working capital needs primarily from operations and shareholder loans. The working capital requirements are affected by the efficiency of operations and depend on the Company’s ability to increase its revenue. However, the Company may need additional cash resources in the future if the Company experiences changed business conditions or other developments and may also need additional cash resources in the future if the Company wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If it is determined that the cash requirements exceed the Company’s amounts of cash on hand, the Company may seek to issue debt or equity securities or obtain a credit facility from banks or others.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

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

Emerging Growth Company

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

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

Discontinued operations

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

Use of Estimates

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

Cash

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

Accounts Receivable, Net

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

The Company adopted ASC 326 and all related subsequent amendments thereto effective May 1, 2023, using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. The was no transition adjustment of the adoption of CECL.

Accounts receivable represent the amounts that the Company has an unconditional right to consideration, which are stated at the historical carrying amount net of allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including historical losses, the age of the receivable balance, the customer’s historical payment patterns, its current credit-worthiness and financial condition, and current market conditions and economic trends. Accounts are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. There was no allowance for credit losses related to continuing operations as of October 31, 2025 and April 30, 2025.

Property and Equipment, Net

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

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

Impairment of Long-Lived Assets

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

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

Income Tax

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

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

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

Revenue Recognition

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

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

Revenue from food and beverage sales

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

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

Consulting services revenue

Consulting services revenue primarily consists of service income from providing supply chain and brand management services proposals and solutions to customers to help them optimize their inventory management and product distribution strategy, to reduce delivery times, shipping costs and diversify distribution channels. The Company’s contracts with customers for supply chain and brand management services are fixed-price contracts. The Company also believes that it serves as a principal in this type of transaction because it has the latitude in establishing prices with customers, and is responsible for bearing the related costs to complete the designated services. It normally takes a few months up to one year to complete the designated services. Revenue is recognized over the service period.

Sales Returns and Allowances

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

Disaggregation of Revenue

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

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

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

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

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

Cost of Revenues

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

Shipping and Handling Costs

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

Operating Expenses

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

Segment Information

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

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

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

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

Capital expenditure	$	-		$	-		$	-

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

Capital expenditure	$	-		$	-		$	-

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

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

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

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

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

Fair Value of Financial Instruments

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

●

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

●

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

●

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

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

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

Leases

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

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

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

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

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

Statement of Cash Flows

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

Related Parties and Transactions

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

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

Share-based Compensation

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

Earnings (loss) per Common Stock

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

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

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

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

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

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

Commitments and Contingencies

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

Concentration of Credit Risk

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

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

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

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

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

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

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

Recent Accounting Pronouncements

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

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

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

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

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

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquirer in the Acquisition of a Variable Interest Entity. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting period within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 18) and Revenue from contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim reporting period within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

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

The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s unaudited condensed financial statement presentation or disclosures.

NOTE 3 — DISCONTINUED OPERATIONS

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

NOTE 4 — ACCOUNTS RECEIVABLE, NET

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

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

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

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

NOTE 5 — NOTE RECEIVABLE

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

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

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

NOTE 6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

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

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

⁽ⁱ⁾

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

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

⁽ⁱⁱⁱ⁾

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

NOTE 7 — PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

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

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

NOTE 8 — INTANGIBLE ASSETS, NET

Intangible asset, net consisted of the following:

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

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

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

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

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

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

NOTE 9 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

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

NOTE 10 — LEASE

Operating lease

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

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

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

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

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

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

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

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

NOTE 11 — INCOME TAXES

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

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

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

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

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

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

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

	Six months ended October 31, 2025 (unaudited)		Six months ended October 31, 2024 (unaudited)
Current:
Federal income tax expense	$	1,655	$	1,609
State income tax expense		1,528		1,485
Deferred:
Federal income tax expense		—		—
State income tax expense		—		—
Total income tax expense	$	3,183	$	3,094

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

	Six months ended October 31, 2025 (unaudited)			Six months ended October 31, 2024 (unaudited)
Federal statutory rate		(21.0	)%		(21.0	)%
State statutory rate, net of effect of state income tax deductible to federal income tax		(6.98	)%		(6.98	)%
Permanent difference – penalties, interest, and others		0.11	%		0.94	%
Valuation allowance		27.98	%		27.44	%
Effective tax rate		0.11	%		0.40	%

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

	October 31, 2025 (unaudited)			April 30, 2025
Deferred tax assets:
Operating lease liabilities, net of ROU	$	218		$	303
Finance lease liabilities, net of ROU		-			-
NOL		179,138			122,022
Valuation allowance		(177,129	)		(120,098	)
Deferred tax assets, net	$	2,227		$	2,227

Uncertain tax positions

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of October 31, 2025 and April 30, 2025, the Company had $15,314 and $12,131 accrued interest and penalties related to understated income tax payments, respectively. For the three months ended October 31, 2025 and 2024, the Company recorded $1,675 and $1,568 of interest and penalties related to understated income tax payments, respectively. For the six months ended October 31, 2025 and 2024, the Company recorded $3,183 and $3,094 of interest and penalties related to understated income tax payments, respectively.

NOTE 12 — RELATED PARTY TRANSACTIONS

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

Due from a related party

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

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

NOTE 13 — STOCKHOLDERS’ EQUITY

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

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

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

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

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

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

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

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

Initial public offering (the “IPO”)

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

The IPO closed on March 14, 2025, and the Company received net proceeds of approximately $7.16 million, after deducting underwriting discounts and commissions and estimated IPO offering expenses payable by the Company.

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

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

	Number of Warrants		Exercise Price		Weighted Average Remaining Contractual Term in Years
Outstanding as of April 30, 2025		100,000	$	4.80		4.95
Exercisable as of April 30, 2025		—	$	—		—
Granted		—		—		—
Exercised		—		—		—
Forfeited		—		—		—
Expired		—		—		—
Outstanding as of October 31, 2025 (unaudited)		100,000	$	4.80		4.45
Exercisable as of October 31, 2025 (unaudited)		—	$	—		—

Stock Purchase Agreement

On October 28, 2025, the Company entered into and closed a stock purchase agreement with certain investors, pursuant to which the subscribers agreed, subject to the terms and conditions of the agreement, to purchase an aggregate of 3,140,800 shares of common stock, par value $0.001 per share, at a purchase price of $0.45 per Share, for aggregate gross proceeds of approximately $1,413,360.

As of October 31, 2025 and April 30, 2025, total number of shares of common stock issued and outstanding was 20,194,804 shares and 17,054,004, respectively, at par value of $0.001 per share; total number of shares of preferred stock issued and outstanding was 135,000 shares. The number of authorized and outstanding common stock were retrospectively applied as if the transaction occurred at the beginning of the period presented.

Shares-based compensation

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

The grant-date fair value of the stock options awarded to directors was $351,500, total compensation expense related to these options will be recognized on a straight-line basis over the three-year vesting period. For the three and six months ended October 31, 2025, the Company recognized $29,292 and $58,584 share-based compensation expense for the options to the three directors. As of October 31, 2025 and April 30, 2025, unrecognized compensation expense related to these options was $202,836 and $261,420, respectively.

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

	Number of Stock Options		Exercise Price		Weighted Average Remaining Contractual Term in Years
Outstanding as of April 30, 2025		93,000	$	1.61		9.23
Exercisable as of April 30, 2025		—	$	—		—
Granted		—		—		—
Exercised		—		—		—
Forfeited		—		—		—
Expired		—		—		—
Outstanding as of October 31, 2025 (unaudited)		93,000	$	1.61		8.73
Exercisable as of October 31, 2025 (unaudited)		62,000	$	1.61		8.73

NOTE 14 — SUBSEQUENT EVENTS

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

On November 19, 2025, the board of directors of Marwynn approved to explore and expand Company’s supply-chain management operations to include sourcing, logistics coordination, trading facilitation, documentation management, and commercial operations related to electronic waste and recyclable materials, without engaging in any physical processing, dismantling, recycling, or hazardous operations (“E-Waste Reverse Supply Chain Business”).

On November 19, 2025, the board of directors approved the formation of a wholly owned subsidiary to operate within the electronic waste supply chain business (“E-Waste Reverse Supply Chain Business”). The subsidiary, EcoLoopX Corporation, was incorporated in the state of California on November 25, 2025, and is intended to provide non-operational supply chain services. It will not engage in any physical processing, dismantling, recycling, or hazardous materials handling. Instead, its activities will be limited to coordination, sourcing, logistics management, documentation facilitation, vendor and partner engagement, and compliance support. The Company believes that concentrating its resources in the food and beverage and expanding into the e-waste reverse supply chain business sector will better align with its long-term growth objectives and enhance its ability to capture emerging market opportunities.

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

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

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

Forward-Looking Statements

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

Business Overview and Recent Development

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

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

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

On October 27, 2025, the Company entered into a Securities Purchase Agreement to sell all of the issued and outstanding equity interests of Grand Forest to a third-party buyer (the “Transaction”). Our stockholders have approved the Transaction, and pending the completion of the Transaction, Grand Forest will cease to be a subsidiary of the Company. As of the date hereof, Grand Forest remains a wholly-owned subsidiary of the Company. See “Risk Factors” under Part II - Item 1A Risk Factors for a discussion of the potential risks associated with the Transaction and the Company’s post-Transaction operations. The Company anticipates that the transaction will be completed prior to the end of December 31, 2025.

On November 19, the board of directors approved the formation of a wholly owned subsidiary to operate within the electronic waste supply chain business (“E-Waste Reverse Supply Chain Business”). The subsidiary, EcoLoopX Corporation, was incorporated in the state of California on November 25, 2025, and is intended to provide non-operational supply chain services. It will not engage in any physical processing, dismantling, recycling, or hazardous materials handling. Instead, its activities will be limited to coordination, sourcing, logistics management, documentation facilitation, vendor and partner engagement, and compliance support. The Company believes that concentrating its resources in the food and beverage and expanding into the e-waste reverse supply chain business sector will better align with its long-term growth objectives and enhance its ability to capture emerging market opportunities.

Business Trends and Uncertainties

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

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

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

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

We are also entering the E-Waste Reverse Supply Chain Business, which focuses on coordination, sourcing, logistics management, documentation facilitation, vendor and partner engagement, and compliance support related to discarded electronic products. The Company will not engage in any physical processing, dismantling, recycling, or hazardous materials handling. Although we will not handle e-waste directly, this business line may still be subject to evolving environmental regulations, data security laws, and global commodity pricing pressures. We are actively evaluating operational and regulatory risks, and exploring long-term strategies for scalable and compliant growth in this area.

Key Factors that Affect Our Results of Operations

Operating cost increase after initial public offering

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

Competition

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

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

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

International Trade Policies

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

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

Revenues from contining operations

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

	For the three months ended October 31,
	2025				2024				Variance
		USD	Percent			USD	Percent			Amount	Percent
Sale of Food and Beverage	$	-	-%		$	-	-	%	$	-	-	%
Consulting Services		43,750	100	%		43,750	100	%		-	-	%
Total Revenues	$	43,750	100	%	$	43,750	100.00	%	$	-	-	%

Sales of food and beverage

There was no revenue from sales of food and beverage accounted for the three months ended October 31, 2025 and 2024, respectively. We are actively seeking new retailers and working with them to introduce new products that are less sensitive to the tariff tensions between the U.S. and China.

We also plan to increase our revenue by diversifying our markets from major mass market channels to ethnic supermarkets chains. In addition, we already finished the setup process to become a vendor to some major food distributors. Our decision of disposing Grand Forest is to maximize the efficiency and profitability of its existing business of supply chain consulting, and supply chain services of sourcing Asian foods, snacks, and non-alcoholic beverages, and distributing branded goods to mainstream markets, grocery stores and wholesale / warehouse clubs in the US.

Consulting services

Revenue from consulting services accounted for 100% and 100% of total revenues for the three months ended October 31, 2025 and 2024, respectively. Revenue from consulting services remained relatively consistent for the three months ended October 31, 2025 compared to the three months ended October 31, 2024. We started our consulting services business in March 2024 through providing supply chain and brand management services proposals and solutions to customers to help them optimize their inventory management and product distribution strategy, to reduce delivery times, shipping costs and diversify distribution channels.

Costs of Revenues associated with contining operations

We incur our costs from (i) sale of food and beverage, and (ii) consulting services.

Cost of revenues from sale of food and beverage was nil for the three months ended October 31, 2025 and 2024, as there were no sales for food and beverage. Our cost of revenues from sale of food and beverage primarily includes inventory costs, storage and freight costs.

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

Results of Operations

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

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

	For the three months ended October 31,
	2025			% of Revenues			2024			% of Revenues			Dollar Increase (Decrease)			Percent Increase (Decrease)
Revenues, net	$	43,750			100.00	%	$	43,750			100.00	%	$	-			-	%
Cost of revenues		-			-	%		-			-	%		-			-	%
Gross profit		43,750			100.00	%		43,750			100.00	%		-			-	%
Selling expenses		(37,800	)		(86.40	)%		(25,000	)		(57.14	)%		(12,800	)		51.20	%
General and administrative expenses		(354,736	)		(810.83	)%		(265,240	)		(606.26	)%		(89,496	)		33.74	%
Total operating expenses		(392,536	)		(897.23	)%		(290,240	)		(663.41	)%		(102,296	)		35.25	%
Loss from operations		(348,786	)		(797.23	)%		(246,490	)		(563.41	)%		(102,296	)		41.50	%
Total other income, net		19,689			45.00	%		-			-	%		19,689			100.00	%
Loss before income tax provision		(329,097	)		(752.22	)%		(246,490	)		(563.41	)%		(82,607	)		33.51	%
Income tax provision		(1,675	)		(3.83	)%		(1,568	)		(3.58	)%		(107	)		6.82	%
Net loss to the Company from continuing operations		(330,772	)		(756.05	)%		(248,058	)		(566.99	)%		(82,714	)		33.34	%
Net income (loss) to the Company from discontinued operations, net of tax		(565,515	)		(1,292.61	)%		133,687			305.57	%		(699,202	)		(523.01	)%
Net loss	$	(896,287	)		(2,048.66	)%	$	(114,371	)		(261.42	)%	$	(781,916	)		683.67	%

Revenues from continuing operations

Revenues for the three months ended October 31, 2025 and 2024 were $43,750 and $43,750, respectively, mainly from the consulting services we provided.

Cost of revenues associated with continuing operations

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

For the three months ended October 31,

2025

2024

Variance

USD

Percent

USD

Percent

Amount

Percent

Sale of Food and Beverage

Consulting Services

Total Cost of Revenues

Cost of revenues for the three months ended October 31, 2025, and 2024 was nil, respectively.

Gross profit and gross margin associated with continuing operations

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

	For the three months ended October 31,
	2025					2024
	Gross profit		Profit Margin to Total Revenues			Gross profit		Profit Margin to Total Revenues
Sale of Food and Beverage	$	-		-	%	$	-		-	%
Consulting Services		43,750		100.00	%		43,750		100.00	%
Gross Profit and Gross Margin	$	43,750		100.00	%	$	43,750		100.00	%

Selling expenses associated with continuing operations

Our selling expenses were $37,800 for the three months ended October 31, 2025, as compared to $25,000 for the three months ended October 31, 2024, representing an increase of $12,800, or 51.20%. The increase in the selling expenses was mainly due to (1) increased payroll expenses of $12,500, or 50.00% due to increased hourly pay rate, and (2) slightly increased postage and shipping expenses of $300, or 100.00% as compared to the same period in 2024 resulting from shipping costs incurred for sending product samples for exploring new products for customers. Selling expenses accounted for 86.40% and 57.14% of our total revenues for the three months ended October 31, 2025 and 2024, respectively.

General and administrative expenses associated with continuing operations

Our general and administrative expenses were $354,736 for the three months ended October 31, 2025, as compared to $265,240 for the three months ended October 31, 2024, reflecting an increase of $89,496 or 33.74%. The increase in general and administrative expenses was mainly due to increased professional fee by $54,957 or 34.57% as compared to the same period of 2024, resulting from increased audit, accounting and consulting expenses as a result of being a public company, increased rent expense by $24,186, or 169.95% as compare to the same period of 2024, and increased insurance expenses by $36,234, or 100.00% as compared to the same period in 2024, which was mainly due to increased director and officer insurance expenses. The increased general administrative expenses were partly offset by decreased payroll expenses by $35,645 or 81.20% as compared to the same period in 2024, the decrease was mainly from decreased number of employees of FuAn, and decreased meal and entertainment expenses by $3,164 or 100.00% as compared to the same period of 2024 for the purpose of saving the Company’s operating costs.

General and administrative expenses accounted for 810.83% and 606.26% of our total revenues for the three months ended October 31, 2025 and 2024, respectively.

Other income (expenses), net

Other income was $19,689 and nil for the three months ended October 31, 2025 and 2024, respectively.

Net loss from continuing operations

We had a net loss from continuing operations of $330,772 for the three months ended October 31, 2025, compared to $248,058 for the three months ended October 31, 2024, representing an increase of $82,714, or 33.34%. The increase in our net loss from continuing operations was mainly due to increased operating expenses as described above.

Net income (loss) from discontinued operations

We had a loss from discontinued operations of $565,515 for the three months ended October 31, 2025, compared to an income from discontinued operations of $133,687 for the three months ended October 31, 2024, representing a decrease of $699,202, or 523.01%.

Net loss

As a result of the above, we had a net loss of $896,287 for the three months ended October 31, 2025, compared to a net loss of $114,371 for the three months ended October 31, 2024, an increase of net loss of $781,916 or 683.67%, which was mainly resulting from increased audit, accounting and consulting fee, and insurance expense.

Six Months Ended October 31, 2025 compared to Six Months Ended October 31, 2024

Revenues from continuing operations

	For the six months ended October 31,
	2025					2024					Variance
	USD		Percent			USD		Percent			Amount			Percent
Sale of Food and Beverage	$	-		-	%	$	44,886		32.79	%	$	(44,886	)		(100.00	)%
Consulting Services		85,000		100.00	%		91,988		67.21	%		(6,988	)		(7.60	)%
Total Revenues	$	85,000		100.00	%	$	136,874		100.00	%	$	(51,874	)		(37.90	)%

Sales of food and beverage

Sales of food and beverage accounted for nil and 32.79% of total sales for the six months ended October 31, 2025 and 2024, respectively. Sales of food and beverage decreased by $44,886 or 100.00% from $44,886 for the six months ended October 31, 2024 to nil for the six months ended October 31,2025. The decrease in our sales was primarily due to cease of the purchase orders from Costco. We are actively seeking new retailers and working with them to introduce new products that are less sensitive to the tariff tensions between the U.S. and China.

Consulting services

Revenue from consulting services accounted for 100.00% and 67.21% of total revenues for the six months ended October 31, 2025 and 2024, respectively. Revenue from consulting services decreased by $6,988, or 7.60% from $91,988 for the six months ended October 31, 2024 to $85,000 for the six months ended October 31, 2025. We started our consulting services business in March 2024 through providing supply chain and brand management services proposals and solutions to customers to help them optimize their inventory management and product distribution strategy, to reduce delivery times, shipping costs and diversify distribution channels.

Costs of Revenues associated with continuing operations

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

	For the six months ended October 31,
	2025					2024					Variance
	USD		Percent			USD		Percent			Amount			Percent
Sale of Food and Beverage	$	-		-	%	$	23,733		52.87	%	$	(23,773	)		(100.00	)%
Consulting Services		52		0.06	%		25,548		27.77	%		(25,496	)		(99.80	)%
Total Cost of Revenues	$	52		0.06	%	$	49,281		36.00	%	$	(49,229	)		(99.89	)%

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

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

Results of Operations

Comparison of the six months ended October 31, 2025 and 2024

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

	For the six months ended October 31,
	2025			% of Revenues			2024			% of Revenues			Dollar Increase (Decrease)			Percent Increase (Decrease)
Revenues, net	$	85,000			100.00	%	$	136,874			100.00	%	$	(51,874	)		(37.90	)%
Cost of revenues		(52	)		(0.06	)%		(49,281	)		(36.00	)%		49,229			(99.89	)%
Gross profit		84,948			99.94	%		87,593			64.00	%		(2,645	)		(3.02	)%
Selling expenses		(1,314,168	)		(1,546.08	)%		(60,616	)		(44.29	)%		(1,253,552	)		2,068.02	%
General and administrative expenses		(1,752,811	)		(2,062.13	)%		(807,751	)		(590.14	)%		(945,060	)		117.00	%
Total operating expenses		(3,066,979	)		(3,608.21	)%		(868,367	)		(634.43	)%		(2,198,612	)		253.19	%
Loss from operations		(2,982,031	)		(3,508.27	)%		(780,774	)		(570.43	)%		(2,201,257	)		281.93	%
Total other income, net		15,830			18.62	%		-			-	%		15,830			100.00	%
Loss before income tax provision		(2,966,201	)		(3,489.65	)%		(780,774	)		(570.43	)%		(2,185,427	)		279.91	%
Income tax provision		(3,183	)		(3.74	)%		(3,094	)		(2.26	)%		(89	)		2.88	%
Net loss from continuing operations		(2,969,384	)		(3,493.39	)%		(783,868	)		(572.69	)%		(2,185,516	)		278.81	%
Net income (loss) from discontinued operations, net of tax		(646,656	)		(760.77	)%		340,968			249.11	%		(987,624	)		(289.65	)%
Net loss	$	(3,616,040	)		(4,254.16	)%	$	(442,900	)		(323.58	)%	$	(3,173,140	)		716.45	%

Revenues from continuing operations

Revenues for the six months ended October 31, 2025 and 2024 were $85,000 and $136,874, respectively, a decrease of $51,874 or 37.90%. The decrease of revenues was primarily attributed to decreased sale of food imports and distribution by $44,886 and decreased consulting services by $6,988.

Cost of revenues associated with continuing operations

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

	For the six months ended October 31,
	2025					2024					Variance
	USD		Percent			USD		Percent			Amount			Percent
Sale of Food and Beverage	$	-		-	%	$	23,733		52.87	%	$	(23,733	)		(100.00	)%
Consulting Services		52		0.06	%		25,548		52.03	%		(25,496	)		(99.80	)%
Total Cost of Revenues	$	52		0.06	%	$	49,281		36.00	%	$	(49,229	)		(99.89	)%

Cost of revenues for the six months ended October 31, 2025, and 2024 was $52 and $49,281, respectively, a decrease of $49,229 or 99.89%. The decrease in cost of revenues in the same period of 2025 was primarily attributed to decreased cost from sale of food and beverage by $23,733, or 100.00% and decreased cost from consulting service by $25,496, or 99.80%. Cost of revenues for sale of food and beverage as a percentage of total revenues was 0.00% and 52.87%, respectively, for the six months ended October 31, 2025 and 2024. Cost of revenues for consulting services as a percentage of total revenues was 0.06% and 52.03%, respectively, for the six months ended October 31, 2025 and 2024.

Gross profit and gross margin associated with continuing operations

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

	For the six months ended October 31,
	2025					2024
	Gross profit		Profit Margin to Total Revenues			Gross profit		Profit Margin to Total Revenues
Sale of food and beverage	$	-		-	%	$	21,153		15.45	%
Consulting services		84,948		99.94	%		66,440		48.54	%
Gross profit and gross margin	$	84,948		99.94	%	$	87,593		64.00	%

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

	For the six months ended October 31,
	2025			2024
Sale of food and beverage		-	%		47.13	%
Consulting services		99.94	%		72.23	%

The gross profit for the six months ended October 31, 2025 and 2024 was $84,948 and $87,593, respectively, a decrease of $2,645 or 3.02%. The blended gross profit margin was 99.94% for the six months ended October 31, 2025 compared with 64.00% for the same period in 2024. Gross profit for sale of food and beverage decreased by 100.00% for the six months ended October 31, 2025 due to no sales to Costco. Gross profit for consulting services increased by 27.86% for the six months ended October 31, 2025.

Selling expenses associated with continuing operations

Our selling expenses were $1,314,168 for the six months ended October 31, 2025, compared to $60,616 for the six months ended October 31, 2024, representing an increase of $1,253,552, or 2,068.02%. The increase in the selling expenses was mainly due to (1) increased advertising and marketing expenses of $1,239,500, or 11,804.76%. To attract new customers, increase our market share and improve operation efficiency, we entered into several consulting agreements for business development, market expansion, supply chain management, and strategic financial plan and support advisory services, (2) increased payroll expenses of $12,500, or 119.05% due to increased hourly pay rate, and (3) slightly increased shipping expenses of $1,552, or 14.78% as compared to the same period in 2024 resulting from shipping costs incurred for sending product samples for exploring new products for customers. Selling expenses accounted for 1,546.08% and 44.29% of our total revenues for the six months ended October 31, 2025 and 2024, respectively.

General and administrative expenses associated with continuing operations

Our general and administrative expenses were $1,752,811 for the six months ended October 31, 2025, compared to $807,751 for the six months ended October 31, 2024, reflecting an increase of $945,060 or 117.00%. The increase in general and administrative expenses was mainly due to increased professional fee by $928,935 or 178.70% as compared to the same period of 2024, resulting from increased audit, accounting and consulting expenses as a result of being a public company, and increased insurance expenses by $72,469, or 100.00% as compared to the same period in 2024, which was mainly due to increased director and officer insurance expenses. The increased general administrative expenses were partly offset by decreased payroll expenses by $58,475 or 57.94% as compared to the same period in 2024, the decrease was mainly from decreased number of employees of FuAn, and decreased meal and entertainment expenses by $34,875 or 99.95% as compared to the same period of 2024 for the purpose of saving the Company’s operating costs.

General and administrative expenses accounted for 2,062.13% and 590.14% of our total revenues for the six months ended October 31, 2025 and 2024, respectively.

Other income (expenses), net

Other income were $15,830 for the six months ended October 31, 2025, compared to other income of nil for the six months ended October 31, 2024. For the six months ended October 31, 2025, other income mainly consisted of other income of $ 2,803 and interest income of $ 20,612, which was partly offset with other expenses of $6,832, and interest expense of $753.

Net loss from continuing operations

We had a net loss from continuing operations of $2,969,384 for the six months ended October 31, 2025, compared to $783,868 for the six months ended October 31, 2024, representing an increase of $2,185,516, or 278.81%. The increase in our net loss from continuing operations was mainly due to increased operating expenses as described above.

Income (loss) from discontinued operations

We had a net loss from discontinued operations of $646,656 for the six months ended October 31, 2025, compared to a net income from discontinued operations of $340,968 for the six months ended October 31, 2024, representing a decrease net income of $987,624, or 289.65%.

Net loss

As a result of the above, we had a net loss of $3,616,040 for the six months ended October 31, 2025, compared to a net loss of $442,900 for the six months ended October 31, 2024, representing an increase of net loss of $3,173,140 or 716.45%. The increase was mainly resulting from decreased revenue and increased audit, accounting and consulting fee, and insurance expense.

Liquidity and Capital Resources

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

In assessing our liquidity, we monitor and analyze our cash on-hand, our ability to generate sufficient revenue sources, the collection of our accounts receivable, our ability to obtain additional financial support in the future, and our operating and capital expenditure commitments. As reflected in our unaudited condensed consolidated financial statements, we had cash balance of approximately $1.36 million as of October 31, 2025. We also had accounts receivable, net balance of approximately $0.17 million as of October 31, 2025, among which approximately $15,000 or 8.7% has been collected as of the date of this report.

Our working capital amounted to approximately $2.09 million as of October 31, 2025. Currently, we are working to improve our liquidity and capital sources primarily through cash flows from operation, debt financing, and financial support from our principal stockholder. In order to fully implement our business plan and sustain continued growth, we may also seek equity financing from outside investors.

However, as reflected in the accompanying unaudited condensed consolidated financial statements, the Company had net loss from continuing operations of approximately $2.97 million and net loss from discontinued operations of approximately $0.65 million for the six months ended October 31, 2025 and cash outflow from operating activities from continuing operations of approximately $0.49 million and cash inflow from operating activities from discontinued operations of approximately $0.15 million for the six months ended October 31, 2025. The management plans to increase its revenue of FuAn by diversifying its markets from major mass market channels to ethnic supermarkets chains. The Company expects to increase sales through FuAn’s distribution channels in the near future. The Company’s decision of disposing Grand Forest is to maximize the efficiency and profitability of its existing business of supply chain consulting, and supply chain services of sourcing Asian foods, snacks, and non-alcoholic beverages, and distributing branded goods to mainstream markets, grocery stores and wholesale / warehouse clubs in the US.

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

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

	Six Months Ended October 31
	2025			2024
Net cash used in operating activities for continuing operations	$	(486,753	)	$	(1,062,390	)
Net cash provided by operating activities for discontinued operations		149,343			390,405
Net cash used in operating activities		(337,410	)		(682,541	)
Net cash used in investing activities for continuing operations		(330,000	)		-
Net cash used in investing activities for discontinued operations		(11,900	)		(1,748	)
Net cash used in investing activities		(341,900	)		(1,748	)
Net cash provided by (used in) financing activities for continuing operations		1,607,213			(501	)
Net cash used in financing activities for discontinued operations		(658,461	)		(619,442	)
Net cash provided by (used in) financing activities		948,752			(619,943	)
Increase (decrease) in cash		269,442			(1,293,676	)
Cash, beginning of the period		1,261,874			1,364,780
Cash, end of the period	$	1,531,316		$	71,104

Net cash used in operating activities

Net cash outflow from operating activities from continuing operations decreased by $575,637 for the six months ended October 31, 2025 comparing with the six months ended October 31, 2024, mainly resulting from (a) decreased cash outflow on prepaid expenses and other current assets by $2,640,170, (b) decreased payment on deferred IPO costs by $618,910, (c) decreased cash outflow on advance to vendor by $181,805, (d) decreased cash outflow on deferred revenue by $50,385, which was partly offset by (e) increased outstanding accounts receivable by $777,886, and (f) increased net loss from continuing operations of $2,185,516 with adding-back of non-cash adjustments to net loss by 72,773.

Net cash provided by operating activities from discontinued operations was $149,343 and $390,405 for the six months ended October 31, 2025 and 2024, respectively.

Net cash used in investing activities

Net cash used in investing activities from continuing operations was $330,000 for the six months ended October 31, 2025, compared to nil for the same period in 2024. The net cash used in investing activities in 2025 mainly consisted of loans made to Bio Essence Pharmaceutical totaling $330,000.

Net cash used in investing activities from discontinued operations was $11,900 and $1,748 for the six months ended October 31, 2025 and 2024, respectively.

Net cash used in financing activities

Net cash provided by financing activities from continuing operations was $1,607,213 for the six months ended October 31, 2025, compared to net cash used in financing activities of $501 for the six months ended October 31, 2024. The net cash provided by financing activities in 2025 mainly consisted of repayment of loan from shareholder of $193,853 and proceeds from issuance of common stock of $1,413,360. The net cash used in financing activities in 2024 mainly consisted of loan to shareholder of $501.

Net cash used in financing activities from discontinued operations was $658,461 and $619,442 for the six months ended October 31, 2025 and 2024, respectively.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

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

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

Critical Accounting Estimates

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

Critical Accounting Policies

Accounts Receivable, Net

Revenue Recognition

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

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

Revenue from food and beverage sales

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

Consulting services revenue

Sales Returns and Allowances

For food and beverage, the Company accrues estimated sales returns based on past experience and current trend of product sales. There was no allowance for sales returns for continuing operations as of October 31, 2025 and April 30, 2025. As of October 31, 2025 and April 30, 2025, the allowance for sales returns for discontinued operations were $171,905 and $205,988, respectively.

Income Tax

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

Recently Issued Accounting Pronouncements

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4 - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the quarter ended October 31, 2025.

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

Change in Internal Control over Financial Reporting

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

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A – RISK FACTORS

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

Risks Related to the Grand Forest Disposal Transaction

On October 27, 2025, Marwynn Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Reli Home Décor Inc., a California corporation (the “Buyer”), solely for the purposes of selling all of the shares it owns in its wholly owned subsidiary, Grand Forest Cabinetry Inc., a California corporation (“Grand Forest”). The transactions contemplated herein is referred to as “Transaction”.

The announcement and pendency of the Transaction, whether or not consummated, may adversely affect The Company’s business.

The announcement and pendency of the Transaction, whether or not consummated, may adversely affect the trading price of the Company’s common stock, its business or its relationships with customers, suppliers and employees. In addition, pending the completion of the Transaction, the Company may be unable to attract and retain key personnel and the focus and attention of the company’s management and employee resources may be diverted from operational matters during the pendency of the Transaction.

The Company cannot be sure if or when the Transaction will be completed.

The closing of the Transaction is subject to the satisfaction or waiver of various conditions. The Company cannot guarantee that the closing conditions set forth in the Securities Purchase Agreement will be satisfied. If the Company is unable to satisfy the closing conditions in the Buyer’s favor or if other mutual closing conditions are not satisfied, the Buyer will not be obligated to complete the Transaction. In the event that the Transaction is not completed, the announcement of the termination of the Securities Purchase Agreement may adversely affect the trading price of the Company’s common stock, its business and operations or its relationships with customers, suppliers and employees.

If the Transaction is not completed, the Company’s Board of Directors, in discharging its fiduciary obligations to the Company’s stockholders, may evaluate other strategic alternatives that may be available, which such alternatives may not be as favorable to the Company as the Transaction.

The Company’s stockholders will not receive any of the proceeds of the Transaction.

The proceeds from the Transaction will be paid directly to the Company. As discussed elsewhere in this information statement, the Company’s Board of Directors has not made any definitive plans with respect to the use of proceeds from the Transaction. If the Transaction is consummated, the Company expects that it may use all or a portion of the proceeds from the transaction to, among other things: (i) repay outstanding indebtedness, (ii) reinvest into its remaining businesses, or (iii) pursue strategic acquisitions. The amounts and timing of the Company’s actual expenditures, however, will depend upon numerous factors, and the Company may find it necessary or advisable to use portions of the proceeds from the Transaction for different or presently non-contemplated purposes.

The Company’s management will have broad discretion over the use of proceeds from the Transaction and could spend the proceeds in ways that do not improve its results of operations or enhance the value of its common stock. The failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect on the Company’s business or cause the price of its common stock to decline.

The Company’s operations will be curtailed and the Company will have limited sources of revenue following the Transaction, which may negatively impact the value and liquidity of the Company’s common stock.

Upon the closing of the Transaction, the size of the Company’s business operations will be reduced and its sources of revenue will be limited to its Food Supply Chain Business. Although the Company’s Board of Directors may use a portion of the proceeds from the Transaction to support the business operations remaining following the Transaction, there can be no assurance that the Company will be successful at carrying out the operations of its remaining businesses or that it will be successful at generating revenue. A failure by the Company to secure additional sources of revenue following the closing of the Transaction could negatively impact the value and liquidity of its common stock.

The Company will continue to incur the expense of complying with public company reporting requirements following the closing of the Transaction.

After the Transaction, the Company will continue to be required to comply with the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), even though compliance with such reporting requirements is economically burdensome.

The Company may be delisted from the Nasdaq following the consummation of the Transaction.

The Company’s SEC reporting obligations as a public company will not be impacted as a result of the closing of the Transaction and, following the completion of the Transaction, the Company expects that its common stock will continue to be listed on the Nasdaq Capital Market. However, it is not possible to predict the trading price of the Company’s common stock following the closing of the Transaction or the impact that the Transaction may have on the Company’s remaining business.

In order to maintain the listing of the Company’s common stock on the Nasdaq, the Company’s common stock must comply with certain continued listing requirements, including having:

●

at least two registered and active market makers, one of which may be a market maker entering a stabilizing bid;

●

a minimum bid price of at least $1.00 per share;

●

at least 300 total holders (including both beneficial holders and holders of record, but excluding any holder who is directly or indirectly an executive officer, director or the beneficial holder of more than 10% of the total shares outstanding); and

●

at least 500,000 publicly held shares with a market value of at least $1.0 million (excluding any shares held directly or indirectly by officers, directors or any person who is the beneficial owner of more than 10% of the total shares outstanding).

The Company must also meet at least one of the following continued listing standards:

●

stockholders’ equity of at least $2.5 million;

●

market value of the Company’s common stock of at least $35 million; or

●

net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years.

The Company believes that it will continue to meet NASDAQ’s continued listing requirements following the completion of the Transaction. No assurances, however, can be given that the Company will continue to satisfy these requirements as some of these requirements are outside of the Company’s direct control, such as the bid price of its common stock, the number of holders of its common stock and the value of its publicly held shares. If the Company is unable to meet these requirements, NASDAQ may take action to delist the Company’s common stock. In such a case, the Company may appeal NASDAQ’s determination to delist its common stock, but such appeal may not be successful.

If the Company’s common stock is delisted from NASDAQ, the Company expects that its common stock would begin trading on the over-the-counter markets. The delisting of the Company’s common stock could result in a reduction in its trading price and would substantially limit the liquidity of the Company’s common stock. In addition, delisting could materially adversely impact the Company’s ability to raise capital or pursue strategic restructuring, refinancing or other transactions. Delisting from NASDAQ could also have other negative results, including the potential loss of confidence by institutional investors.

The Company, and not its stockholders, will receive the proceeds from the Transaction. The Company’s Board of Directors has not made any definitive plans with respect to the use of proceeds from the Transaction. If the Transaction is consummated, the Company expects that it may use all or a portion of the proceeds from the transaction to, among other things: (i) repay outstanding indebtedness, (ii) reinvest into its remaining businesses, or (iii) pursue strategic acquisitions. The amounts and timing of the Company’s actual expenditures, however, will depend upon numerous factors, and the Company may find it necessary or advisable to use portions of the proceeds from the Transaction for different or presently non-contemplated purposes.

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

Unregistered Sales of Equity Securities

On October 28, 2025, Marwynn Holdings, Inc. (the “Company”) entered into and closed a stock purchase agreement (the “Agreement”) with certain investors (collectively, the “Subscribers”), pursuant to which the Subscribers agreed, subject to the terms and conditions of the Agreement, to purchase an aggregate of 3,140,800 shares of common stock, par value $0.001 per share (the “Shares”), at a purchase price of $0.45 per Share, for aggregate gross proceeds of approximately $1,413,360 (the “Offering”). Each Subscriber has represented that it is an accredited investor within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (“Securities Act”), and has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of the Subscriber’s purchase as contemplated by the Agreement. The Shares to be issued under the Agreements are made in reliance on the exemption from registration afforded by Regulation S as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.

Use of Proceeds from Our Initial Public Offering

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

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

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 - MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 - OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

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

ITEM 6 - EXHIBITS

The following exhibits are filed as part of this Report.

Exhibit No.		Description of Exhibit
2.1		Securities Purchase Agreement Entered into Between the Company and Reli Home Décor Inc., Dated October 27, 2025 (Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 28, 2025)
10.1		Form of Stock Purchase Agreement (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 29, 2025)
31.1		Section 302 Certification – Chief Executive Officer
31.2		Section 302 Certification – Chief Financial Officer
32.1*		Section 906 Certification – Chief Executive Officer
32.2*		Section 906 Certification – Chief Financial Officer
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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

SIGNATURES

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

Dated: December 22, 2025	MARWYNN HOLDINGS, INC.

	By:	/s/ Yin Yan
	Name:	Yin Yan
	Title:	Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Shengnan Xu
	Name:	Shengnan Xu
	Title:	Chief Financial Officer
		(Principal Financial Officer)

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Marwynn Holdings, Inc. 10-Q