UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: April 30, ~~2025~~2026

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____________ to ____________

Commission File Number: 333-218733

~~YIJIA~~VITANOVA ~~GROUP~~LIFE ~~CORP.~~SCIENCES CORPORATION

(Exact name of ~~small~~Registrant ~~business issuer~~ as specified in in its charter)

Nevada		35-2583762
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

39 E Broadway, Suite 603, ~~New York, NY 10002~~

New York, NY 10002

(Address of principal executive offices) (Zip Code)

+1 (516) 886-~~919-869-0279~~8888

(Registrant’s telephone number, including area code)

~~N/A~~YIJIA GROUP CORP.

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: None.

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant include in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates, as of the last business day of the registrant’s most recently completed second fiscal quarter, ~~cannot~~was beapproximately ~~determined~~$24,121,860 asbased noon ~~quotation~~the ~~was~~closing ~~posted~~price onof the ~~OTC~~common ~~Markets~~stock ~~under~~as reported on the ~~symbol~~OTCID ~~(“YJGJ”)~~Basic Market.

As of July 1728, ~~2025~~2026, the Registrant had 258,~~012~~337,~~270~~454 shares of common stock, $0.001 par value, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS		ii
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	38
Item 1B.	Unresolved Staff Comments	38
Item 1C.	Cybersecurity	38
Item 2.	Properties	38
Item 3.	Legal Proceedings	38
Item 4.	Mine Safety Disclosures	38
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	49
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	5
Item 6.	[Reserved]	9
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	9
Item 8.	Financial Statements and Supplementary Data	13
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	14
Item 8.	Financial Statements and Supplementary Data	17
Item 9A.	Controls and Procedures	14
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	18
Item 9B.	Other Information	15
Item 9A.	Controls and Procedures	18
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	15
Item 9B.	Other Information	19
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	19
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1620
Item 11.	Executive Compensation	1822
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2024
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2025
Item 14.	Principal Accountant Fees and Services	2126
PART IV
Item 15.	Exhibit and Financial Statement Schedules	2227
Item 16.	Form 10-K Summary	2228
SIGNATURES		2329

In this Annual Report on Form 10-K (this “Annual Report”), unless otherwise stated or as the context otherwise requires, references to “~~Yijia~~VitaNova ~~Group~~Life ~~Corp.~~Sciences Corporation,” “~~Yijia~~VitaNova,” “~~YJGJ~~VNOV,” the “Company,” “we,” “us,” “our” and similar references refer to ~~Yijia Group~~VitaNova ~~Corp.~~Life Sciences Corporation, a Nevada corporation. Our logo and other trademarks or service marks of the Company appearing in this Annual Report are the property of ~~Yijia~~VitaNova ~~Group~~Life ~~Corp.~~Sciences Corporation This Annual Report also contains registered marks, trademarks and trade names of other companies. All other trademarks, registered marks and trade names appearing in this Annual Report are the property of their respective holders.

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

The information contained in this Annual Report includes some statements that are not purely historical and that are “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”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.

In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

For a discussion of the risks, uncertainties, and assumptions that could affect our future events, developments or results, you should carefully review the “Risk Factors” set forth under “Item 1. Business” below. In light of these risks, uncertainties and assumptions, the future events, developments or results described by our forward-looking statements herein could turn to be materially different from those we discuss or imply.

PART I

Item 1. Business.

The Company was incorporated on January 25, 2017 under the laws of the State of Nevada. On November 15, 2018, the Company changed its name to Yijia Group Corp. The Company is in good standing in the State of Nevada and in any jurisdiction where it is qualified to do business.General

We are a U.S. focused consumer health, beauty and lifestyle company that develops, acquires, markets and sells branded nutritional supplements, functional beverages and complementary lifestyle products.

Our dietary supplement operations are consolidated and commercialized through NutriPeak Trading Corporation (“NTC”), a wholly owned subsidiary formed in November 2023. NTC was established with the purpose of marketing and supplying dietary supplement products. Since November 2023, substantially all of the Company’s operations have been conducted through NTC. NTC is organized to develop a two tier portfolio of products: an advanced, science-oriented line intended to support general cellular and cognitive wellness and a mass market line optimized for high velocity e-commerce and marketplace channels. Our stated commercial strategy emphasizes an asset light operating model in which product strategy, formulation oversight, brand management and regulatory compliance are conducted internally, while production, packaging and fulfillment are performed by qualified third party contract manufacturers and logistics partners.

Currently, we primarily operate under a Business-to-Business (“B2B”) commercial model, working with regional distributors and channel partners to leverage their existing traffic resources and sales infrastructures for rapid market expansion. Our partners primarily rely on diversified online traffic channels, including Douyin Cross-border, Weidian Cross-border, and direct-to-consumer sales in the United States, to drive scaled sales growth and enhance overall market penetration.

Starting from July 30, 2021, the Company commenced its operation in the rendering of business consulting service to domestic and international customers. The Company provides consulting services to its clients with regards to funding and other financial matters.

~~On November~~During ~~9, 2023,~~ the ~~Company~~year ~~founded~~ended ~~Nutripeak~~April ~~Trading~~30, ~~Corporation~~2026, awe ~~wholly~~started ~~owned~~new ~~subsidiary~~product ~~incorporated~~line inof sale ~~Nevada.~~of ~~Nutripeak~~healthy ~~Trading Corporation~~food ~~was~~products ~~established~~like ~~with~~olive ~~the~~juice, ~~purpose~~white ofsesame ~~marketing~~oil, ~~and~~aloe ~~supplying~~vera ~~healthcare~~drink, ~~products~~etc.

Corporate ~~Organization~~History ~~Chart~~and Structure

~~Our~~We ~~products~~were incorporated on January 25, 2017, under the laws of the State of Nevada, United States of America, formerly known as Soldino Group Corp. On November 15, 2018, the Company changed its name to Yijia Group Corp. On January 9, 2026, the Company changed its name to VitaNova Life Sciences Corporation, and the ticker symbol of the Company’s common stock changed to “VNOV.”

~~Our~~On ~~core~~November ~~products~~9, ~~are anti-aging~~2023, ~~products~~the ~~that~~Company ~~increase~~founded ~~NAD+~~NutriPeak ~~levels.~~Trading ~~By boosting NAD+ levels~~Corporation, ~~these~~a ~~products~~wholly ~~can~~owned ~~promote~~subsidiary ~~anti-aging,~~incorporated ~~enhance~~in ~~energy metabolism, improve cognitive function, and strengthen cellular repair capabilities~~Nevada.

~~Our~~On ~~services~~March 6, 2026, the Company founded VitaNova Global Foods Corporation (“VGFC”), a wholly owned subsidiary incorporated in Nevada. VGFC was established with the purpose of marketing and supplying healthy food products.

~~In addition to offering anti-aging products, our company provides professional health consultation services.~~ Our ~~health~~organizational ~~advisors can offer personalized health advice and~~chart ~~recommend~~is ~~supplements tailored to each customer's needs. We design customized nutrition and wellness plans based on customers' physical conditions, health goals, and lifestyle habits.~~below:

Our company also provides consulting advisory services in management business, accounting and finance services.

~~Revenue~~November 2025 ~~Stream~~Change of Share Capital

~~The~~On November 12, 2025, the Company ~~currently~~filed ~~earns~~a ~~revenues~~Certificate ~~from~~of Amendment to the ~~following~~Articles of Incorporation to increase the number of authorized shares of Common Stock ~~segments~~and to authorize the issuance of blank check preferred stock. In particular, the total number of shares of capital stock that the Company is authorized to issue was increased to 210,000,000, consisting of 200,000,000 shares of Common Stock, and 10,000,000 shares of initially undesignated preferred stock, par value $0.001 per share (the “Preferred Stock”).

~~The Consulting Service Segment mainly provides consulting~~November ~~advisory~~2025 ~~services~~Series inA ~~management~~Preferred ~~business, accounting and finance services; and the Healthcare Segment mainly provides healthcare products and health consultation services to customers.~~Stock

On November 21, 2025, the Company filed a Certificate of Designation (the “Certificate of Designation”), pursuant to which the Company designated 3,000,000 shares of its authorized Preferred Stock as shares of Series A Preferred Stock. The Certificate of Designation sets forth the powers, preferences, rights, qualifications, limitations and restrictions of the Series A Preferred Stock.

January 2026 Reverse stock split

On January 27, 2026, the Company’s 1-for-3 reverse stock split of its common stock became effective, pursuant to which each holder of common stock received one share for every three shares held.

Our Brands and Product Strategy

Our consumer-health operations are managed through a dual-brand structure consisting of GeneCode^® and AMZ^®. This structure enables the Company to address distinct consumer segments within the global dietary supplement industry while sharing research, manufacturing, and marketing infrastructure. The approach is intended to promote scalability, consistent quality, and efficient allocation of resources.

The Company’s dual-brand system combines a science-oriented platform with a high-volume functional-nutrition line. Both brands operate under unified oversight from the Company’s product-development and regulatory-compliance teams.

Brand

Strategic Role

Market Focus

GeneCode^®

GeneCode^® is positioned as a wellness brand offering formulations developed through an internal review process that considers publicly available nutritional-science literature, ingredient-level research, and supplier technical data. This process is intended to support responsible ingredient selection and general-wellness product design. GeneCode^® formulations are designed solely to support normal physiological functions such as routine energy metabolism, general vitality, and overall well-being.

GeneCode^® targets consumers seeking wellness-oriented formulations informed by commonly discussed nutritional-science topics and publicly available ingredient-level information, which we reference internally for formulation context only and do not treat as evidence of the safety or effectiveness of our finished products. These studies are referenced internally for formulation context only and do not evaluate or validate the Company’s finished products. GeneCode^® products are not clinically tested and are not intended to diagnose, treat, cure, or prevent any disease.

AMZ^®

AMZ® serves as the Company’s functional-nutrition line, offering practical, accessible dietary-supplement formulations intended to support routine nutritional needs and daily-wellness maintenance. The brand emphasizes broad consumer reach, value accessibility, and lifestyle-oriented product design, while operating under the same manufacturing and regulatory compliance oversight as the GeneCode® line.

AMZ^® is tailored to consumers seeking everyday nutritional support delivered through familiar, functional-nutrition categories such as metabolic balance, digestive wellness, and general vitality. AMZ^® does not incorporate scientific-positioning language and is marketed strictly within the boundaries of U.S. dietary-supplement regulations.

We believe this structure allows the Company to pursue differentiated marketing and pricing strategies while maintaining common manufacturing standards and supply-chain partners. We believe each brand contributes distinct value: GeneCode^® enhances the Company’s science-informed formulation processes and focuses on ingredients with well-characterized nutritional roles. AMZ® expands reach within everyday functional-nutrition categories, including metabolic support, digestive wellness and general vitality supplements, through accessible pricing and broad e-commerce exposure. Together, we believe the dual-brand system enables diversified consumer coverage while maintaining a consistent compliance framework and operational efficiencies.

Other Business Activities – Consulting

In addition to developing and selling nutritional supplements under our GeneCode® and AMZ® brands, we also maintain a small consulting business that provides general business-advisory and administrative support services to third parties. These services have historically included basic business-management assistance, operational consulting, and related administrative support.

Other Business Activities – Sale of Healthy Food Products

During the year ended April 30, 2026, we started new product line of sale of healthy food products like olive juice, white sesame oil, aloe vera drink, etc. VitaNova Global Foods Corporation, a wholly-owned subsidiary incorporated in the State of Nevada, was formed to develop and expand the Company’s food trading business, including the sourcing, distribution, import and export of healthy food products and related supply chain activities.

Although the food trading business generated meaningful revenue shortly after its launch, management views this business primarily as source of revenue and cash flow to support the Company’s broader operations.

Sales and Marketing

Our ~~company~~targeted, ~~employs various~~consumer-driven ~~sales~~marketing ~~and~~strategy ~~marketing~~has ~~strategies~~been key to ~~promote~~building our ~~anti-aging~~brands ~~products.~~and Wedriving ~~utilize~~revenue ~~e-commerce~~growth. ~~platforms,~~The ~~our~~Company ~~own~~utilizes ~~website,~~a ~~brick~~multi-channel sales and~~-mortar~~ marketing ~~stores~~strategy to increase brand visibility, ~~social~~broaden ~~media~~consumer reach, and ~~direct~~support ~~sales~~revenue growth. ~~This~~Products ~~multi~~are promoted through direct-~~channel~~to-consumer channels, ~~approach~~livestreaming ~~ensures~~platforms, ~~that~~retail ~~consumers~~partners, ~~with~~and ~~different~~wellness ~~shopping~~service ~~habits~~networks, ~~can~~with ~~access~~a ~~our anti~~focus on science-~~aging~~based ~~products~~communication and ~~truly~~targeted outreach ~~experience~~to ~~their~~consumers ~~benefits~~seeking science-informed wellness supplement solutions.

~~Competition~~The Company leverages social media, KOL and influencer collaborations, and community-driven content to strengthen brand trust and improve customer acquisition efficiency. It also works with regional wellness providers and selected retail distributors to expand offline presence. The upcoming subscription platform is expected to enhance customer retention, increase purchase frequency, and contribute to recurring revenue.

InManagement ~~response~~believes ~~to intense market~~this ~~competition,~~diversified ~~our~~approach ~~company~~enables ~~focuses~~the onCompany ~~continuous~~to ~~product~~effectively ~~innovation~~engage ~~and~~both ~~development.~~online ~~We strengthen our brand through advertising, participation in trade shows,~~ and ~~sponsoring~~offline ~~public~~consumers ~~welfare projects. We also build alliances with hospitals, clinics,~~ and ~~health~~supports ~~management~~scalable ~~institutions. Flexible~~expansion ~~pricing~~in ~~strategies, including promotions, coupons, and discounts, are employed to attract customers. Expanding into international~~the ~~markets~~United ~~reduces~~States ~~reliance on a single market~~ and ~~opens up new opportunities~~internationally. ~~These initiatives enable us to navigate the competitive landscape effectively.~~

Number of Employees

Other than our officers, the Company currently has [1] full-time employee. We currently have people ready to fill positions as soon as they are needed in both office staff and work force roles.

Research and Development

WeOur ~~have~~R&D activities focus on reviewing publicly available scientific literature, supplier-provided technical information, and accepted nutritional-science frameworks to inform ingredient selection, safety evaluations, and formulation design. All our products are marketed solely as dietary supplements intended to support general health and wellness and are not ~~incurred~~intended to diagnose, treat, cure, or prevent any disease. We ~~research~~do not conduct clinical trials on our finished products, and ~~development~~no ~~costs~~scientific publication referenced in our R&D process evaluates or validates the ~~fiscal~~clinical ~~years~~performance, ~~ended~~efficacy, ~~April~~or 30therapeutic effect of any formulation. Our R&D review is limited to evaluating regulatory compliance, ~~2025~~ingredient safety and ~~2024~~general formulation considerations.

As part of our formulation process, we review peer-reviewed, ingredient-level scientific literature addressing the general biological roles of nutritional compounds commonly used in dietary supplements. This literature is used only to guide internal decisions regarding ingredient selection, dosage ranges, and nutritional rationale. Our review includes research in fields such as nutritional biochemistry, cellular-energy metabolism, botanical-extract characterization, and general wellness. These studies are not relied upon to claim any therapeutic or clinical effect on our products.

Publicly available nutritional, botanical, and scientific literature is widely referenced within the dietary-supplement industry to describe general ingredient categories, historical usage, and broad scientific context. From time to time, we may review such publicly available materials as part of our internal product-development process to better understand common ingredient classifications and industry practices. These materials are not relied upon to evaluate, substantiate, or imply any effect of our finished products, nor do we represent that any external literature applies to, supports, or assesses our formulations. Our products have not been clinically tested, and we do not claim that any scientific topic discussed in external literature demonstrates or suggests the efficacy, biological effect, or health impact of our products.

Competition

The U.S. nutritional supplements retail industry is a large and highly fragmented industry with few barriers to entry. We compete against other domestic and international manufacturers, specialty retailers, mass merchants, multi-level marketing organizations, mail-order and direct-to-consumer companies, and e-commerce companies. This market is highly sensitive to the introduction of new products, which may rapidly capture a significant share of the market. Certain of our competitors may have significantly greater financial, technical and marketing resources than we do, and may be able to adapt to changes in consumer preferences more quickly, devote greater resources to the marketing and sale of their products, or generate greater brand recognition. In addition, our competitors may be more effective and efficient in introducing new products.

Although there are many competing products on the market across our product categories, we believe that the our brands are strengthened by formulations developed using a science-informed approach and internal review of publicly available research without claiming clinical proof of effectiveness. In response to intense market competition, our company focuses on continuous product innovation and development. We strengthen our brand through advertising, participation in trade shows, and sponsoring public welfare projects. Flexible pricing strategies, including promotions, coupons, and discounts, are employed to attract customers. Expanding into international markets reduces reliance on a single market and opens up new opportunities. These initiatives enable us to navigate the competitive landscape effectively.

Government Regulations

The U.S. Food and Drug Administration

Dietary Supplements and Foods

The Dietary Supplement Health and Education Act of 1994 (“DSHEA”) amended the Federal Food, Drug, and Cosmetic Act (the “FD&C Act”) to establish a framework governing the composition, safety, labeling, manufacturing, and marketing of dietary supplements. Generally, under the FD&C Act, dietary ingredients (i.e., vitamins; minerals; herbs or other botanicals; amino acids; or dietary substances for use by humans to supplement the diet by increasing total dietary intake; or any concentrate, metabolite, constituent, extract or combination of any of the above) that were marketed in the United States prior to October 15, 1994 may be used in dietary supplements without notifying the FDA. “New” dietary ingredients (i.e., dietary ingredients that were not marketed in the United States before October 15, 1994) must be the subject of a new dietary ingredient notification submitted to the FDA unless the ingredient has been “present in the food supply as an article used for food” without being “chemically altered.” A new dietary ingredient notification must provide the FDA with evidence of a “history of use or other evidence of safety,” establishing that use of the dietary ingredient “will reasonably be expected to be safe,” and must be submitted to the FDA at least 75 days before the initial marketing of the new dietary ingredient. The FDA may determine that a new dietary ingredient notification does not provide an adequate basis to conclude that a dietary ingredient is reasonably expected to be safe. Such a determination could prevent the marketing of such dietary ingredients.

In 2011 and 2016, the FDA issued draft guidance setting forth recommendations for complying with the new dietary ingredient notification requirement. In March 2024, the FDA issued final guidance regarding New Dietary Ingredient Notification (“NDIN”) procedures and timeframes, finalizing the corresponding portions of its 2016 revised draft guidance and certain related questions. Other portions of the 2016 revised draft guidance remain in draft form. Although FDA guidance is non-binding and does not establish legally enforceable responsibilities, and companies are free to use an alternative approach if the approach satisfies the requirements of applicable laws and regulations, FDA guidance is a strong indication of the FDA’s view on the topic discussed in the guidance, including its position on enforcement. We do not currently anticipate that the final guidance or the remaining portions of the draft guidance will have a material effect on our operations. As a part of our product development process, ingredients in products are vetted for compliance with the FDA’s regulations for dietary supplements. Any ingredient suspected to fall under the NDIN classification is further vetted to determine whether an NDIN is required, whether an applicable exemption is available and, if an NDIN is required, whether an appropriate notification covering the proposed conditions of use has been submitted to the FDA. Ingredients are also separately evaluated for compliance with applicable food-additive requirements, including Generally Recognized as Safe (GRAS) requirements, where applicable.

The FDA or other agencies could take actions against products or product ingredients that, in their determination, present an unreasonable health risk to consumers that would make it illegal for us to sell such products. In addition, the FDA could issue consumer warnings with respect to the products or ingredients in such products that we sell. Such actions or warnings could be based on information received through the FD&C Act-mandated reporting of serious adverse events.

The Public Health Security and Bioterrorism Preparedness and Response Act of 2002 (the “Bioterrorism Act”), enacted in 2002, is a U.S. federal law aimed at bolstering the nation’s ability to prevent, prepare for, and respond to bioterrorism and other public health emergencies. Key provisions include mandatory registration of food facilities with the FDA, prior notification of imported food shipments, recordkeeping requirements for food facilities, and the FDA’s authority to administratively detain food products posing serious health risks. This legislation enhanced food safety by facilitating better monitoring of food facilities and imports, improving traceability and recall efforts, and strengthening the FDA’s ability to respond swiftly to potential threats to public health.

In June 2007, pursuant to the authority granted by the FD&C Act as amended by DSHEA, the FDA published detailed current Good Manufacturing Practice (“cGMP”) regulations that govern the manufacturing, packaging, labeling, and holding operations of dietary supplement manufacturers. The cGMP regulations, among other things, imposed significant recordkeeping requirements on manufacturers. The cGMP requirements are in effect for all dietary supplement manufacturers, and the FDA conducts inspections of dietary supplement manufacturers pursuant to these requirements. The failure of a manufacturing facility to comply with the cGMP regulations renders products manufactured in such facility “adulterated,” and subjects such products and the manufacturer to a variety of potential FDA enforcement actions. In addition, the Food Safety Modernization Act (“FSMA”), which was enacted in January 2011, aimed to modernize and strengthen the food safety system by shifting the focus from responding to foodborne illness outbreaks to preventing them. The act granted the FDA new regulatory authority over the way foods are grown, harvested, and processed. It also required food facilities to implement preventive controls to identify and address potential hazards in their operations. FSMA represents a fundamental shift in food safety regulation, emphasizing prevention, risk-based approaches, and enhanced collaboration throughout the food supply chain, which has increased the costs of dietary ingredients and has subjected the suppliers of such ingredients to more rigorous inspections and enforcement. FSMA also requires importers of food, including dietary supplements and dietary ingredients, to conduct verification activities under the Foreign Supplier Verification Program (“FSVP”) to ensure that the food or ingredients they import meet applicable domestic requirements. The FDA applies modified FSVP requirements to importers of dietary supplements and dietary supplement components: importers subject to dietary supplement cGMPs are generally excepted from the full FSVP requirements other than the obligations to use a qualified individual and to identify the importer at entry, while importers of dietary supplements not subject to those cGMPs must follow tailored FSVP requirements.

In addition, under FSMA the FDA has adopted a Food Traceability Rule, which requires persons who manufacture, process, pack, or hold foods on the FDA’s Food Traceability List to establish and maintain a traceability plan and to keep records of specified key data elements associated with defined critical tracking events (such as initial packing, shipping, receiving, and transformation). The rule became effective January 20, 2023. The original compliance date for all persons subject to the recordkeeping requirements of the Food Traceability Rule was Tuesday, January 20, 2026. The FDA proposed to extend the compliance date for the rule by 30 months to July 20, 2028.

We take several actions to ensure that manufacturers we engage comply with the Bioterrorism Act, have implemented FSMA procedures (as applicable), and are operating under cGMPs. As is common in our industry, we rely on our third-party suppliers and manufacturers to have policies and procedures that ensure that the products they manufacture and sell to us comply with all applicable regulatory and legislative requirements. Internally, we have a set of supplier onboarding procedures that ensure that the third-party facilities are registered with the FDA and are operating a quality system up to cGMP standards for the respective product category. We make an intentional effort to engage manufacturers that have additional quality certifications and third-party audits, such as food safety certifications under the Global Food Safety Initiative (GFSI) or dietary supplement cGMP certifications audited by the National Sanitation Foundation (NSF), whenever possible. During this onboarding process, the supplier’s history is also researched for any recent recalls, warning letters, or import alerts related to their facility or products manufactured by the supplier. Additionally, each third-party manufacturer is required to enter into a quality agreement with us. This document specifically outlines responsibilities and cGMP/documentation expectations for each party. In general, we also seek representations and warranties, indemnification and/or insurance from our vendors. However, even with adequate insurance and indemnification, any claims of non-compliance could significantly damage our reputation and consumer confidence in our products. In addition, the failure of such products to comply with applicable regulatory and legislative requirements could prevent us from marketing the products or require us to recall or remove such products from the market, which in certain cases could materially and adversely affect our business, financial condition and results of operations. A removal or recall could also result in negative publicity and damage to our reputation which could reduce future demand for our products. In such case, we may attempt to offset any losses related to recalls and removals with reformulated or alternative products; however, there can be no assurance that we would be able to offset all or any portion of losses related to any future removal or recall.

The FD&C Act permits structure/function claims to be included in labels and labeling for dietary supplements without FDA pre-market approval. However, companies must have substantiation that the claims are “truthful and not misleading,” and must submit a notification with the text of the claims to the FDA no later than 30 days after marketing the dietary supplement with the claims. Permissible structure/function claims may describe how a particular nutrient or dietary ingredient affects the structure, function, or general well-being of the body, or characterize the documented mechanism of action by which a nutrient or dietary ingredient acts to maintain such structure or function. Dietary supplement labeling bearing a structure/function claim must also include the prescribed disclaimer stating that the FDA has not evaluated the claim and that the product is not intended to diagnose, treat, cure or prevent any disease. The label or labeling of a product marketed as a dietary supplement may not expressly or implicitly represent that a dietary supplement will diagnose, cure, mitigate, treat, or prevent a disease (i.e., a disease claim). If the FDA determines that a particular structure/function claim is an unacceptable disease claim that causes the product to be regulated as a drug, a conventional food claim, or an unauthorized version of a “health claim,” or, if the FDA determines that a particular claim is not adequately supported by existing scientific data or is false or misleading in any particular way, we would be prevented from using the claim and would have to update our product labels and labeling accordingly. We have an in-house regulatory team that reviews scientific literature and develops substantiation as part of the product development process to ensure the crafting of compliant structure/function claims and product positioning.

In addition, DSHEA provides that so-called “third-party literature,” e.g., “a publication, including an article, a chapter in a book, or an official abstract of a peer-reviewed scientific publication that appears in an article and was prepared by the author or the editors of the publication” supplements, when reprinted in its entirety, may be used “in connection with the sale of a dietary supplement to consumers” without the literature being subject to regulation as labeling. Such literature: (1) must not be false or misleading; (2) may not “promote” a particular manufacturer or brand of dietary supplement; (3) must present a balanced view or is displayed or presented with other such items on the same subject matter so as to present a balanced view of the available scientific information; (4) if displayed in an establishment, must be physically separate from the dietary supplements; and (5) should not have appended to it any information by sticker or any other method. If literature fails to satisfy each of these requirements, we may be prevented from disseminating such literature with our products, and any continued dissemination could subject our product to regulatory action as an illegal drug.

The FDA has broad authority to enforce the provisions of federal law applicable to dietary supplements, including powers to issue a public warning or notice of violation letter to a company, publicize information about illegal products, detain products intended for import, require the reporting of serious adverse events, require a recall of illegal or unsafe products from the market, and request the Department of Justice to initiate a seizure action, an injunction action or a criminal prosecution in United States courts.

Federal Trade Commission

The Federal Trade Commission (the “FTC”) exercises jurisdiction over the advertising of all products, including foods, dietary supplements and cosmetics, and requires that all advertising to consumers be truthful and not misleading. The FTC actively monitors the dietary supplement space and has instituted numerous enforcement actions against dietary supplement companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims or practices. These enforcement actions have resulted in consent decrees and significant monetary judgments against the companies and/or individuals involved. Regulators require a company to convey product claims clearly and accurately and further require marketers to maintain adequate substantiation for their claims. More specifically, the FTC requires such substantiation to be based upon competent and reliable scientific evidence and requires a company to have a reasonable basis for the expressed and implied product claim before it disseminates an advertisement. A reasonable basis is determined based on the claims made, how the claims are presented in the context of the entire advertisement, and how the claims are qualified. The FTC’s standard for evaluating substantiation is designed to ensure that consumers are protected from false and/or misleading claims by requiring scientific substantiation of product claims at the time such claims are first made. The failure to have this substantiation violates the Federal Trade Commission Act.

Foreign

Our products sold in foreign countries are also subject to regulation under various national, local, and international laws that include provisions governing, among other things, the formulation, manufacturing, packaging, labeling, testing, advertising, and distribution of these products within their respective categories. Some foreign entities categorize these products/formulations as “Medicines” or subsets of a medicinal category instead of as “food supplements” or “dietary supplements”, based on the regionally-specific regulations and the nature of the product. Government regulations in foreign countries may prevent or delay the introduction or require the reformulation of certain of our products.

Human Capital Resources

We recognize that attracting, motivating and retaining passionate talent at all levels is vital to continuing our success. By improving employee retention and engagement, we also improve our ability to support our customers and protect the long-term interests of our stakeholders and stockholders. We invest in our employees through continuously improving benefits and various health and wellness initiatives, and offer competitive compensation packages, working to continuously improve fairness in internal compensation practices.

As of the date of this Annual Report, we had a total of 7 full-time employees. We intend to grow our employee base in response to the demands and requirements of the business. We believe that the employer-employee relationships in our Company are positive. We have no labor union contracts.

Insurance

WeAs doof ~~not~~the ~~maintain~~date ~~insurance~~of this ~~and~~Annual Report, we do not ~~intend~~maintain toproduct ~~maintain~~liability insurance, inclinical ~~the~~trial ~~future.~~insurance, ~~Because~~key weperson doinsurance, ~~not~~business ~~have~~ interruption insurance, ifor weother ~~are~~material ~~made~~commercial ainsurance ~~party~~coverage. We may seek to ~~any~~obtain ~~action,~~one weor ~~may not~~more ~~have~~forms ~~sufficient~~of ~~funds~~insurance tocoverage ~~defend~~in the ~~litigation.~~future as Ifour ~~that~~operations ~~occurs~~grow aand ~~judgment~~financial ~~could~~resources bepermit; ~~rendered~~however, ~~against~~there uscan be no assurance that ~~could~~we ~~cause~~will usbe able to ~~cease~~obtain such coverage ~~operations~~on commercially reasonable terms or at all.

~~Government~~Additional ~~Regulation~~Information

We are ~~required~~a toreporting ~~comply~~issuer, ~~with~~subject ~~all~~to ~~regulations,~~the ~~rules~~Exchange ~~and~~Act. ~~directives~~Our ofQuarterly ~~governmental~~Reports, ~~authorities~~Annual Reports, and ~~agencies~~other ~~applicable~~filings tocan ~~the~~be ~~our~~obtained ~~services~~from ~~and~~the ~~products~~SEC’s inPublic ~~any~~Reference ~~jurisdiction~~Room inat ~~which~~100 weF ~~conduct~~Street, ~~activities~~NE., WeWashington, doDC ~~not~~20549. ~~believe~~You ~~that~~may ~~government~~also ~~regulations~~obtain ~~have~~information aon ~~material~~the ~~impact~~operation onof the ~~way~~Public weReference ~~conduct~~Room by calling ~~our~~the ~~business~~SEC at 1-800-SEC-0330. WeThe doSEC ~~not~~maintains ~~need~~an toInternet ~~receive~~site ~~any~~that ~~government~~contains ~~approvals~~reports, toproxy ~~conduct~~and ~~our~~information ~~business~~statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

Item 1A. Risk Factors.

As a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

~~Risk Management and Strategy~~RISK

We ~~acknowledge~~rely ~~the~~extensively ~~increasing~~on ~~importance~~information oftechnology systems, ~~cybersecurity~~cloud-based platforms, and third-party service providers to support our Direct-to-Consumer (“D2C”) sales model, including inour ~~today’s~~e-commerce ~~digital~~platform, order processing, online payment systems, marketing channels, and ~~interconnected~~customer-relationship ~~world~~databases. ~~Cybersecurity~~These systems are vulnerable to cybersecurity threats ~~pose~~such ~~significant~~as ~~risks~~malware, toransomware, ~~the~~phishing ~~integrity~~attacks, credential theft, denial-of-service ~~our~~attacks, ~~systems~~and other forms of unauthorized access. As a smaller reporting company, we have limited financial and personnel resources dedicated to information security. We do not maintain an in-house cybersecurity team and instead rely on external vendors for many aspects of data, protection and ~~potentially~~threat ~~impacting~~monitoring. A major cybersecurity incident could materially and adversely affect our business, results of operations, and financial condition ~~and reputation~~.

AsOur aboard ~~smaller~~of ~~reporting~~directors ~~company,~~(the we“Board” or ~~currently~~“Board doof ~~not have~~Directors”) ~~formalized~~oversees cybersecurity ~~measures,~~risks aas ~~dedicated~~part ~~cybersecurity~~of ~~team~~its orgeneral ~~specific~~risk-management ~~protocols~~framework; inhowever, ~~place~~our togovernance, reporting, ~~manage~~and ~~cybersecurity~~oversight ~~risks.~~processes ~~Our approach~~continue to ~~cybersecurity~~develop. isBecause inof ~~the~~our ~~developmental~~size ~~stage,~~ and welimited ~~have~~internal ~~not~~resources, ~~yet~~the ~~conducted~~Board ~~comprehensive~~relies ~~risk~~on ~~assessments, established an~~management ~~incident~~and ~~response plan or engaged with~~ external ~~cybersecurity~~service ~~consultants~~providers for ~~assessments~~technical ~~or services~~expertise.

~~Given~~As ~~our~~of ~~current~~the ~~stage~~date of ~~cybersecurity~~this ~~development~~Annual Report, we ~~have~~are not aware ~~experienced~~of ~~any significant~~ cybersecurity incidents ~~to date. However, we recognize~~ that ~~the~~have ~~absence~~materially ofaffected aor ~~formalized~~are ~~cybersecurity framework~~reasonably ~~may~~likely ~~leave us vulnerable~~ to ~~cyberattacks,~~materially ~~data~~affect ~~breaches~~our ~~and~~business ~~other~~strategy, ~~cybersecurity incidents. Such events could potentially lead~~results toof ~~unauthorized access to~~operations, or ~~disclosure~~financial ~~of,~~condition. ~~sensitive information~~However, ~~disrupt~~there ~~our~~can ~~business~~be ~~operations,~~no ~~result~~assurance inthat ~~regulatory~~a ~~fines~~material orcybersecurity ~~litigation costs~~incident ~~and~~will ~~negatively~~not ~~impact~~occur ~~our~~in ~~reputation among customers and partners~~the future.

WeItem ~~are in the process of evaluating our cybersecurity needs and developing appropriate measures to enhance our cybersecurity posture~~2. ~~This includes considering the engagement of external cybersecurity experts to advise on best practices, conducting vulnerability assessments and developing an incident response strategy~~Properties. ~~Our goal is to establish a cybersecurity framework that is commensurate with our size, complexity and the nature of our operations, thereby reducing our exposure to cybersecurity risks.~~

InOur ~~addition,~~property ~~the~~is ~~Board~~located ~~will~~at ~~oversee~~31 ~~any~~Lakeland ~~cybersecurity~~Ave, Babylon, ~~risk~~New ~~management~~York ~~framework~~11702, ~~and~~where awe ~~dedicated~~lease ~~committee~~about 700 square feet of ~~the~~storage ~~Board~~space. orThe anlease ~~officer~~for ~~appointed~~this bystorage ~~the~~is ~~Board~~on ~~will~~a ~~review~~month-to-month ~~and~~basis. ~~approve~~We ~~any~~consider our ~~cybersecurity~~storage space to be adequate for our current needs. We believe that other suitable storage space would be available if we move to ~~policies,~~a ~~strategies~~different ~~and~~location ~~risk~~upon ~~management~~the ~~practices~~expiration of our current lease.

~~Despite~~Our ~~our~~principal ~~efforts~~executive tooffices ~~improve~~are ~~our~~located ~~cybersecurity measures,~~at ~~there~~39 ~~can~~E beBroadway, noSuite ~~assurance~~603, ~~that~~New ~~our~~York, ~~initiatives~~NY ~~will fully mitigate the risks posed by cyber threats~~10002. ~~The~~Our ~~landscape~~telephone ofnumber ~~cybersecurity risks~~ is ~~constantly~~+1 ~~evolving,~~(516) ~~and we will continue to assess and update our cybersecurity measures in response to emerging threats~~886-8888.

Item 23. ~~Properties~~Legal Proceedings.

~~Our~~We ~~principal~~know ~~executive~~of ~~offices~~no ~~are~~material, ~~located~~existing ator 39pending legal Eproceedings ~~Broadway~~against us, ~~Suite~~nor ~~603~~are we involved as a plaintiff in any material proceeding or pending litigation, ~~New~~and ~~York~~there are no proceedings in which any of our directors, NYofficers ~~10002.~~or ~~Our~~affiliates, ~~telephone~~or ~~number~~any registered or beneficial stockholder, is ~~(919)~~an ~~869-0279~~adverse party or has a material interest adverse to our Company.

Item 34. ~~Legal~~Mine ~~Proceedings~~Safety Disclosures.

WeNot know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation, and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our Companyapplicable.

~~Item 4. Mine Safety Disclosures.~~8

~~Not~~PART ~~applicable.~~II

3Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

~~PART~~Market IIInformation

~~Item~~Our 5.common stock is traded on the OTCID Basic Market ~~for~~maintained ~~Registrant’s~~by ~~Common~~the OTC Markets Group, Inc., under the symbol “VNOV.” Over-the-counter market quotations ~~Equity~~reflect inter-dealer prices, ~~Related~~without ~~Stockholder~~retail ~~Matters~~mark-up, mark-down, or commission and ~~Issuer~~may ~~Purchases~~not ofnecessarily ~~Equity~~represent ~~Securities~~actual transactions.

~~Market Information~~Holders

~~Our~~There ~~common~~were ~~stock~~61 isrecord ~~quoted on~~holders ~~the~~of ~~Pink Open Market under~~ the Company’s ~~symbol “YJGJ.” Our~~ common stock isas ~~not~~of ~~listed~~July on28, ~~any national exchange~~2026. ~~Our~~This ~~stock~~figure isdoes ~~thinly traded~~not ~~and~~include ~~there~~holders isof ~~no active trading market developed for our~~ shares ofregistered ~~common~~in ~~stock. The following table sets forth the high and low~~“street ~~bid~~name” ~~prices~~or ~~per~~persons, ~~share of common stock for the periods indicated. Over-the-counter market quotations for our common stock reflect inter-dealer prices~~partnerships, ~~without retail mark-up~~associates, ~~mark-down~~corporations or ~~commission~~other ~~and~~entities ~~may~~identified ~~not~~in ~~necessarily~~security ~~represent~~position ~~actual~~listings ~~transactions~~maintained by depositories.

	Common Stock
	High		Low
Fiscal Year Ended April 30, 2025:
Fiscal Quarter Ended April 30, 2025	$	0.18	$	0.18
Fiscal Quarter Ended January 31, 2025	$	0.18	$	0.18
Fiscal Quarter Ended October 31, 2024	$	0.18	$	0.18
Fiscal Quarter Ended July 31, 2024	$	0.60	$	0.18
Fiscal Year Ended April 30, 2024:
Fiscal Quarter Ended April 30, 2024	$	0.60	$	0.60
Fiscal Quarter Ended January 31, 2024	$	0.60	$	0.60
Fiscal Quarter Ended October 31, 2023	$	5.00	$	0.60
Fiscal Quarter Ended July 31, 2023	$	5.00	$	3.00

Dividends

~~Holders~~We have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board deems relevant.

~~There~~Recent ~~were~~Sales ~~62 holders~~ of ~~the~~Unregistered ~~Company’s~~Equity common stock as of July 29, 2025. This figure does not include holders of shares registered in “street name” or persons, partnerships, associates, corporations or other entities identified in security position listings maintained by depositories.Securities

~~Dividends~~There is no sale of unregistered securities during the fiscal year ended April 30, 2026.

WePurchases ~~have~~of ~~not~~Equity ~~declared~~Securities ~~any~~by ~~cash dividends on our common stock since our inception and do not anticipate paying any dividends in~~ the ~~foreseeable future. We plan to retain future earnings, if~~Issuer ~~any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings~~ and ~~financial~~Affiliated ~~position and such other facts, as the Board deems relevant.~~Purchasers

~~Securities Authorized under Equity Compensation Plans~~None.

WeItem ~~do not have any equity compensation plans and, consequently, no shares are authorized for issuance under such a plan~~6. [Reserved]

~~Reports~~Item to7. ~~Stockholders~~Management’s Discussion and Analysis of Financial Condition and Results of Operation.

WeThe ~~are~~following ~~currently~~discussion ~~subject~~of toour ~~the~~results ~~information~~of operations and ~~reporting requirements~~cash offlows for the ~~Exchange~~years ~~Act~~ended April 30, 2026 and ~~will~~2025, ~~continue~~and tofinancial ~~file~~conditions ~~periodic~~as ~~reports~~of April 30, 2026, and ~~other~~2025 ~~information~~should be read in conjunction with our consolidated financial statements and the ~~SEC~~related notes included elsewhere in this Form 10-K.

4Forward looking statement notice

~~Transfer~~Statements ~~Agent~~made in this Form 10-K that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

~~The~~Financial ~~transfer~~information contained ~~agent~~in ~~and~~this ~~registrar~~report ~~for~~and ~~the~~in ~~Company’s~~our ~~common~~financial ~~stock~~statements is ~~Action~~stated ~~Stock~~in ~~Transfer~~United ~~Corporation~~States atdollars ~~2469~~and E.are ~~Fort~~prepared ~~Union~~in ~~Blvd,~~accordance ~~Suite~~with ~~214~~United ~~Salt~~States generally ~~Lake~~accepted ~~City,~~accounting ~~UT 84121~~principles. ~~The telephone number is: (801) 274-1088.~~

~~Recent Sales of Unregistered Equity Securities~~9

~~There~~Corporate ~~is no sale of unregistered securities during the fiscal year ended April 30, 2025.~~ Overview

~~Purchases~~VitaNova Life Sciences Corporation (“the Company”) was incorporated on January 25, 2017 under the laws of ~~Equity~~the ~~Securities~~State byof Nevada, United States of America, formerly known as Soldino Group Corp. On October 7, 2025, the ~~Issuer~~Company proposed to change the name of the Company to VitaNova Life Sciences Corporation (the “Name Change”), and the Name Change was effectuated on January 9, 2026. In connection with the Name Change, ~~Affiliated~~the ~~Purchasers~~ticker symbol of the Company’s common stock changed to “VNOV.” On January 27, 2026, the Company's 1-for-3 reverse stock split of its common stock became effective, pursuant to which each holder of common stock received one share for every three shares held.

~~None~~On November 9, 2023, the Company founded Nutripeak Trading Corporation (“NTC”), a wholly owned subsidiary incorporated in Nevada. NTC was established with the purpose of marketing and supplying dietary supplement products.

~~Additional~~On ~~Information~~March 6, 2026, the Company established VitaNova Global Foods Corporation (“VGFC”) as a wholly owned subsidiary incorporated in Nevada. VGFC was established with the purpose of marketing and supplying healthy food products.

WeThe ~~are~~Company ~~a reporting issuer, subject to the Exchange~~provides ~~Act.~~consulting ~~Our~~advisory ~~Quarterly~~services ~~Reports~~in management, ~~Annual Reports~~business, accounting and ~~other~~finance ~~filings~~services; ~~can~~and beprovides ~~obtained~~dietary ~~from~~supplement ~~the~~and ~~SEC’s~~healthy ~~Public Reference Room at 100 F Street,~~food ~~NE.,~~products ~~Washington, DC 20549, on official business days during the hours of 10 a.m.~~ to 3domestic ~~p.m. You may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy~~ and ~~information~~ ~~statements,~~international ~~and other information regarding issuers that file electronically with the SEC at www~~customers.~~sec.gov.~~

~~Item 7. Management’s Discussion and Analysis of Financial Condition and~~ Results of ~~Operation.~~Operations

~~The~~We ~~following~~currently ~~discussion of our results of operations~~provide ~~and~~supplying ~~cash~~dietary ~~flows~~supplement ~~for the years ended April 30, 2025~~ and ~~2024,~~food ~~and~~products ~~financial~~to ~~conditions~~domestic ~~as of April 30, 2025,~~ and ~~2024~~international ~~should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Form 10-K~~customers.

~~Forward~~The ~~looking~~following ~~statement~~table ~~notice~~sets forth certain operational data for the years ended April 30, 2026 and 2025:

Statements made in this Form 10-K that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

	For the Years ended April 30,
	2026			2025
Revenues	$	3,025,538		$	2,662,105
Cost of revenue		(2,114,949	)		(1,086,395	)
Gross profit		910,589			1,575,710
Total operating expenses		(906,988	)		(367,396	)
Income from operation		3,601			1,208,314
Total other income (expense)		2,980			(4,010	)
Income before income tax		6,581			1,204,304
Income tax expenses		(43,885	)		(353,558	)
Net income (loss)	$	(37,304	)	$	850,746

Financial information contained in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.Revenue

5We generated revenues of $3,025,538 and $2,662,105 for the years ended April 30, 2026 and 2025, respectively. Our major customers are located in Hong Kong and the United States of America. Our revenue significantly increased by $363,433, or 14% due to the fast growth of our new healthy food products line.

~~Corporate~~During ~~Overview~~the years ended April 30, 2026 and 2025, the nature of businesses and segment was shown as below:

The Company was incorporated on January 25, 2017 under the laws of the State of Nevada, United States of America, formerly known as Soldino Group Corp. On November 15, 2018, the Company changed its name to Yijia Group Corp. The Company is in good standing in the State of Nevada and in any jurisdiction where it is qualified to do business.10

~~The~~Currently, ~~Company currently engages in~~ the ~~rendering of business consulting service to domestic and international customers. The~~ Company ~~provides~~has ~~consulting~~two ~~services~~reportable ~~to its clients with regards~~business tosegments: ~~funding~~sale and ~~other~~distribution ~~financial~~of ~~matters;~~dietary supplement and ~~provides~~wholesale ~~healthcare products~~ and ~~health~~trading ~~consultation~~of ~~services~~food toproducts ~~domestic and international customers~~segment.

OnIn ~~June 6, 2023,~~ the ~~Company’s~~following ~~major shareholder and director~~table, ~~Barry~~revenue ~~Sytner~~is ~~entered~~disaggregated ~~into a securities purchase agreement (the “Securities Purchase Agreement”) with Xianchang~~by Maprimary ~~(“Mr.~~major ~~Ma”),~~product ~~pursuant to which Barry Sytner sold 5~~line,~~066,250~~ ~~shares~~including ~~of common stock of the Company to Mr. Ma, constituting approximately 86.3% of the issued and outstanding shares of the Company as of May 2, 2023, for~~ a ~~total~~reconciliation ~~consideration~~ of ~~$470,562, derived from~~ the ~~purchaser’s~~disaggregated ~~personal~~revenue funds. The Securities Purchase Agreement was closed on June 14, 2023. Following the closing, Mr. Ma acquired a beneficial interest in 5,066,250 shares of common stock of the Company constituting approximately 86.3% of the issued and outstanding shares of the Company as of May 2, 2023 and constituting the change of control of the Company. Pursuant to the Securities Purchase Agreement, Barry Sytner has resigned from all his positions with the ~~Company,~~reportable ~~and Mr~~segments. ~~Ma was appointed as the Chief Executive Officer, President, Chief Financial Officer and Director of the Company, effective from June 14, 2023.~~

Mr. Ma passed away on August 3, 2023. On September 12, 2023, Ms. Caihong Qu, Mr. Xianchang Ma’s sole heir, was allocated 5,066,250 shares of the Company’s common stock at a consideration of $Nil through operation of law. Upon completion of this transfer, Ms. Qu possessed 5,066,250 shares of common stock of the Company, constituting approximately 86.3% of the issued and outstanding shares of the Company as of September 12, 2023 and constituting control of the Company at that time. Effective September 13, 2023, the Board comprised Ms. Qiuping Lu and Mr. Ruiming Zhou. Ms. Qiuping Lu was appointed as the Chief Executive Officer, President, and Chief Financial Officer of the Company.

	Years ended April 30, 2026
	Food Products			Dietary Supplement				Other		Total
Revenue from external customers:
Consulting service income	$	–		$	–		$	15,000	$	15,000
Sale of dietary supplement products		–			1,947,620			–		1,947,620
Sale of healthy food products		1,062,918			–			–		1,062,918
Total revenue		1,062,918			1,947,620			15,000		3,025,538

Cost of revenue:
Consulting service income		–			–			–		–
Sale of dietary supplement products		–			(1,147,934	)		–		(1,147,934	)
Sale of healthy food products		(967,015	)		–			–		(967,015	)
Total cost of revenue		(967,015	)		(1,147,934	)		–		(2,114,949	)

Gross profit		95,903			799,686			15,000		910,589

Operating Expenses:
Sales and distribution expenses		–			(2,900	)		–		(2,900	)
Personal and benefit costs		(43,591	)		(126,702	)		–		(170,293	)
General and administrative		(231,778	)		(502,017	)		–		(733,795	)
Total operating expenses		(275,369	)		(631,619	)		–		(906,988	)

Segment income (loss)	$	(179,466	)	$	168,067		$	15,000	$	3,601

On November 9, 2023, the Company founded Nutripeak Trading Corporation (“NTC”), a wholly owned subsidiary incorporated in Nevada. NTC was established with the purpose of marketing and supply of healthcare products.11

On January 8, 2024, Qiuping Lu resigned from her position as the Chief Financial Officer of the Company and Dr. Steven Niu was appointed as the Chief Financial Officer by the Board.

	For the Year ended April 30, 2025
	Dietary Supplement Segment			Consulting Service Segment			Total
Revenue from external customers:
Consulting service income	$	–		$	10,838		$	10,838
Sale of dietary supplement products		2,651,267			–			2,651,267
Total revenue		2,651,267			10,838			2,662,105

Cost of revenue:
Consulting service income		–			–			–
Sale of dietary supplement products		(1,086,395	)		–			(1,086,395	)
Total cost of revenue		(1,086,395	)		–			(1,086,395	)

Gross profit		1,564,872			10,838			1,575,710

Operating expenses:
Selling and distribution		(7,666	)		–			(7,666	)
Personal and benefit costs		(57,065	)		(144,543	)		(201,608	)
General and administrative		(21,111	)		(137,011	)		(158,122	)
Total operating expenses		(85,842	)		(281,554	)		(367,396	)

Segment income (loss)	$	1,479,030		$	(270,716	)	$	1,208,314

OnThe ~~January~~below ~~30,~~revenues ~~2024,~~are ~~the~~based ~~Company~~on ~~entered into ten securities purchase agreements (~~the ~~“Purchase~~countries ~~Agreements”)~~ in ~~connection with its private offering (the “Offering”)~~which of the ~~Company’s~~customer ~~unregistered~~is ~~shares of common stock, par value $0~~located.~~001,~~ ~~with~~Summarized afinancial ~~total~~information ofconcerning ~~ten (10) investors, consisting of two (2) U.S. accredited investors, as defined under Rule 501 of Regulation D, and eight (8) non-U.S. investors (individually, an “Investor” and collectively,~~ the ~~“Investors”),~~geographic atsegments ais ~~purchase~~shown price of $0.05 per share. This Offering was being conducted on a rolling basis and there was no minimum nor maximum offering amount to close this Offering. Each of the Purchase Agreements contained customary representations, warranties and covenants by the parties, regularly applied under industry standards. Each of the Investors acknowledged and agreed that any resale of the shares issued in ~~connection with this Offering is subject to resale restrictions pursuant to~~ the ~~Securities Exchange~~following Act of 1934 and none of the shares purchased herein has been registered under the Securities Act of 1933, as amended. This Offering was closed on January 30, 2024 and the Company raised an aggregate gross proceeds of $957,051 by selling and issuing 19,141,020 shares of its common stock in this Offering.tables:

Meanwhile, the Company continues to look for other opportunities which could potentially increase the profits of the Company in the year 2025.

	For the Years ended April 30,
	2026		2025

China	$	–	$	385,718
Hong Kong		345,578		1,072,230
United States of America		2,679,960		1,204,157

	$	3,025,538	$	2,662,105

612

~~Summary~~During the years ended April 30, 2026 and 2025, the following customers accounted for 10% or more of ~~Financial~~our ~~Information~~total net revenues:

The following table sets forth certain operational data for the years ended April 30, 2025 and 2024:


	For the Year ended April 30, 2026					As of April 30, 2026
	Revenues		Percentage of revenues			Accounts receivable
Customer D	$	724,484		24%		$	85,875
Customer A		345,578		11%			188,801
Customer E		587,101		19%			146,960
TOTAL	$	1,657,072		54%	Total	$	421,636

	For the Year ended April 30,
	For the Year ended April 30, 2025							As of April 30, 2025
	2025			2024
	Revenues			Percentage of revenues				Accounts receivable
Revenues	$	2,662,105		$	570,694
Customer B	$	972,168			37%			$	494,500
Cost of revenue		(1,086,395	)		(192,983	)
Customer A		1,072,230			40%				501,512
Gross profit		1,575,710			377,711
Customer C		374,880			14%				238,208
Total operating expenses		(367,396	)		(172,082	)
TOTAL	$	2,419,278			91%		Total	$	1,234,220
Income from operation		1,208,314			205,629
Total other (expense) income		(4,010	)		105
Income before income tax		1,204,304			205,734
Income tax expenses		(353,558	)		(64,869	)
Net income		850,746			140,865

~~Currently,~~Cost ~~we commenced our operation in the rendering~~ of business consulting service and marketing and supplying healthcare products to domestic and international customers. On January 10, 2024, we entered into nine consulting agreements with non-affiliates to provide business consulting services in management business, accounting and financial services. Under the consulting agreements, we received a fixed consulting fee income. The initial term of the consulting agreements was for an initial two to three months’ period. On March 6, 2024, we commenced the marketing and supplying of healthcare products to domestic and international customers.revenue

~~Revenue~~Cost of revenue as a percentage of net revenue was approximately 70% and 41% for the years ended April 30, 2026 and 2025, respectively. Cost of revenue increased by $1,028,554, or 95% is attributable to the business growth of healthy food product line.

WeDuring ~~generated revenues of $2,662,105 and $570,694 for~~ the years ended April 30, ~~2025~~2026 and ~~2024~~2025, ~~respectively. Our major customers are located in~~ the ~~PRC, Hong Kong and the United States of~~ ~~America.~~following ~~Our~~vendor ~~revenue~~accounted ~~significantly~~for ~~increased~~10% ~~by $2,091,411,~~ or ~~366%~~more ~~due to the business growth~~ of ~~the~~our ~~healthcare products segment.~~purchases:

During the years ended April 30, 2025 and 2024, the nature of businesses and segment was shown as below:

	For the Year ended April 30, 2026					As of April 30, 2026
Vendor	Purchases		Percentage of purchases			Accounts payable
Vendor A	$	891,350		41%		$	72,828
Vendor B		736,000		34%			–
Vendor C		317,800		15%			110,060
Vendor D		231,014		11%			–
TOTAL	$	2,176,164		100%	Total:	$	182,888

Currently, the Company has two reportable business segments:

For the Year ended
April 30, 2025

As of April 30, 2025

Vendor

Purchases

Percentage
of purchases

Accounts
payable

Vendor A

966,422

86%

Total:

–

(i) Consulting Service Segment, mainly provides consulting advisory services in management business, accounting and financial services; and (ii) healthcare Segment, mainly provides healthcare products and healthcare consultation services to the customers.13

7Gross profit

InFor the ~~following~~years ~~table~~ended April 30, ~~revenue~~2026 isand ~~disaggregated~~2025, gross profit was $910,589 and $1,575,710, respectively, and the gross profit margin was 30% and 59%, respectively. Gross profit decreased by ~~primary~~$665,121, ~~major~~or 42% is primarily attributable to the decrease in sales of dietary supplement products which normally have higher profit margin. During the year ended April 30, 2026, we started new product line of sale of food products like olive juice, ~~including~~white asesame ~~reconciliation~~oil, ofaloe vera drink, etc., however, the ~~disaggregated~~profit ~~revenue~~margin ~~with~~for ~~the~~food ~~reportable~~products ~~segments~~was lower, approximately at 10% due to our effort of marketing and promoting our new products by providing lower selling price to attract customers.

	For the Year ended April 30, 2025
	Healthcare Segment			Consulting Service Segment			Total
Revenue from external customers:
Consulting service income	$	–		$	10,838		$	10,838
Sale of healthcare products		2,651,267			–			2,651,267
Total revenue		2,651,267			10,838			2,662,105
Cost of revenue:
Consulting service income		–			–			–
Sale of healthcare products		(1,086,395	)		–			(1,086,395	)
Total cost of revenue		(1,086,395	)		–			(1,086,395	)
Gross profit		1,564,872			10,838			1,575,710
Operating expenses:
Selling and distribution		(7,666	)		–			(7,666	)
Personal and benefit costs		(57,065	)		(144,543	)		(201,608	)
General and administrative		(21,111	)		(137,011	)		(158,122	)
Total operating expenses		(85,842	)		(281,554	)		(367,396	)
Segment income (loss)	$	1,479,030		$	(270,716	)	$	1,208,314

Sales and distribution expenses

	For the Year ended April 30, 2024
	Healthcare Segment			Consulting Service Segment			Total
Revenue from external customers:
Consulting service income	$	–		$	26,100		$	26,100
Sale of healthcare products		544,594			–			544,594
Total revenue		544,594			26,100			570,694
Cost of revenue:
Consulting service income		–			–			–
Sale of healthcare products		(192,983	)		–			(192,983	)
Total cost of revenue		(192,983	)		–			(192,983	)
Gross profit		351,611			26,100			377,711
Operating expenses:
Selling and distribution		(22,383	)		(300	)		(22,683	)
Personal and benefit costs		(15,653	)		(46,993	)		(62,646	)
General and administrative		(4,673	)		(82,080	)		(86,753	)
Total operating expenses		(42,709	)		(129,373	)		(172,082	)
Segment income (loss)	$	308,902		$	(103,273	)	$	205,629

We incurred sales and distribution expenses of $2,900 and $7,666 for the fiscal years ended April 30, 2026 and 2025, respectively. Sales and distribution expenses decreased by $4,766, or 62% is primarily attributable to the decrease in advertising expenses for dietary supplement products.

8Personnel and benefit costs

~~The~~We ~~below~~incurred ~~revenues~~personnel ~~are~~and benefit ~~based~~costs onof ~~the~~$170,293 ~~countries~~and in$201,608 ~~which~~ for the ~~customer~~years isended ~~located~~April 30, 2026 and 2025, respectively. ~~Summarized~~Personnel ~~financial~~and ~~information~~benefit ~~concerning~~costs ~~the~~decreased by ~~geographic~~$31,315, ~~segments~~or 16%, is ~~shown~~primarily inattributable ~~the~~to ~~following~~decreased ~~tables:~~salaries of our key management personnel.

	For the Year ended April 30,
	2025		2024
China	$	385,718	$	411,100
Hong Kong		1,072,230		81,745
United States of America		1,204,157		77,849
	$	2,662,105	$	570,694

General and administrative expenses

~~During~~We incurred general and administrative expenses of $733,795 and $158,122 for the years ended April 30, ~~2025~~2026 and ~~2024~~2025, ~~the~~respectively. General and administrative ~~following~~expenses ~~customers~~increased ~~accounted~~by ~~for~~$575,673, 10or 364% oris ~~more~~primarily ofattributable ~~our~~to ~~total~~the ~~net~~increase ~~revenues:~~in the legal and professional fees, as well as increased stock compensation expense during the fiscal year ending April 30, 2026.

	For the Year ended April 30, 2025					April 30, 2025
	Revenues		Percentage of revenues			Accounts receivable
NOVA BIOLAB	$	972,168		37%		$	494,500
Hong Kong Wansushe NG International		1,072,230		40%			501,512
Tianjin Nuoan International Trade Co., Ltd		374,880		14%			238,208
TOTAL	$	2,419,278		91%	Total	$	1,234,220

Other income (expense)

	For the Year ended April 30, 2024					April 30, 2025
	Revenues		Percentage of revenues			Accounts receivable
Tianjin Nuoan International Trade Co., Ltd	$	385,000		67%		$	–
Hong Kong Wansusheng International Trade Co., Limited		81,745		14%			–
TOTAL	$	466,745		81%	Total	$	–

We reported other income (expense) of $2,980 and $(4,010) for the fiscal years ended April 30, 2026 and 2025, respectively, the decrease in other expense during the fiscal year ending April 30, 2026 was primarily attributable to decreased interest expenses.

9Net income

~~Cost~~As a result of ~~revenue~~the factors described above, we reported a net loss of $37,304 and a net income of $850,746 for the years ended April 30, 2026 and 2025, respectively.

~~Cost~~Liquidity ofand ~~revenue as a percentage of net revenue was~~capital ~~approximately 41% for the fiscal year ended April 30, 2025. Cost of revenue increased by $893,412 or 463%, is exclusively attributable to the business growth of healthcare product segment.~~resources

~~During~~On ~~the~~April ~~year~~30, ~~ended~~2026, ~~April~~we had 30total current assets of $2,430,523, ~~2025~~which consisted primarily of $1,597,217 ~~the~~in ~~following~~cash, $726,743 in accounts receivable, $105,613 in ~~vendor~~inventories ~~accounted~~and ~~for~~$950 ~~10%~~in orother ~~more~~current assets. We had total current liabilities of ~~our~~$395,781, ~~purchases:~~which consisted of $208,813 in accounts payable, $78,959 in accrued expenses and other current liabilities and $108,009 in income tax payable.

For the Year ended April 30, 2025

April 30, 2025

Vendor

Purchases

Percentage of purchases

Accounts payable

Universal E-Commerce Inc.

966,422

86%

Total:

–

On April 30, 2025, we had total current assets of $2,256,251, which consisted primarily of $782,810 in cash, $1,266,951 in accounts receivable, $158,802 in advances to vendor, $44,247 in inventories and $3,441 in other current assets. We had total current liabilities of $347,567, which consisted of $60,065 in accounts payable and accrued expenses, $820 in other current liabilities and $286,682 in income tax payable.

~~During~~We have ~~the~~never ~~year~~paid ~~ended~~dividends ~~April~~on 30our Common Stock. Our present policy is to apply cash to investments in product development, ~~2024~~acquisitions or expansion; consequently, ~~the~~we ~~following vendor~~do ~~accounted~~not ~~for~~expect ~~10%~~to orpay ~~more~~dividends ofon ~~our~~Common ~~purchases:~~Stock in the foreseeable future.

For the Year ended April 30, 2024

April 30, 2024

Vendor

Purchases

Percentage of purchases

Accounts payable

Advanced Supplements LLC

177,592

92%

Total:

–

~~Gross~~Cash ~~profit~~Flows

WeThe ~~achieved~~following atable ~~gross~~sets ~~profit~~forth ofa ~~$1,575,710~~summary ~~and~~of ~~$377,711~~our cash flows for the ~~fiscal~~ years ended ~~April 30, 2025 and 2024, respectively. Gross profit increased by $1,165,571, or 309% is primarily attributable to the increase in sales of healthcare products.~~:

Sales and distribution expenses

	For the Years ended April 30,
	2026		2025
Net cash provided by operating activities	$	814,407	$	192,774
Net cash used in financing activities	$	–	$	(3,000	)

WeOperating incurred sales and distribution expenses of $7,666 and $22,683 for the fiscal years ended April 30, 2025 and 2024, respectively. Sales and distribution expenses decreased by $15,017, or 66% is primarily attributable to the decrease in advertising expenses aligned with the newly healthcare products.Activities

~~Personnel~~For the year ended April 30, 2026, net cash provided by operating activities was $814,407 which consisted primarily of a net loss of $37,304, adjusted for non-cash charges, including a deferred tax asset of $16,038, share-based compensation of $179,400 and ~~benefit~~bad ~~costs~~debt expense of $61,366, decrease in accounts receivable of $478,842, decrease in advances to vendor of $158,802, increase in other current liabilities of $2,491, increase in accounts payable of $208,813 and increase in accrued expenses of $18,074. The amounts were partially offset by increase in inventories of $61,366 and decrease in income tax payable of $178,673.

WeFor ~~incurred~~the ~~personnel~~year ~~and~~ended ~~benefit~~April ~~costs~~30, 2025, net cash provided by operating activities was $192,774 which consisted primarily of a net income of $~~201~~850,~~608 and~~746, a decrease in inventory of $6288,~~646~~626, ~~for~~a ~~the~~decrease in ~~fiscal~~other ~~years~~current ~~ended~~assets ~~April~~of 30$2,638, ~~2025~~a ~~and~~decrease ~~2024~~in advances to vendor of $302,068, ~~respectively.~~an ~~Personnel~~increase ~~and~~in ~~benefit~~income ~~costs~~tax ~~increased~~payable of $221,813. The amounts were partially offset by adjusted non-cash item consisted of interest expense of $~~138~~4,~~962~~506, orshare-based ~~222%~~compensation of $2,000, increase isin ~~primarily~~accounts ~~attributable~~receivables toof ~~the~~$1,266,951, ~~increase~~decrease in ~~the~~other ~~salaries~~current liabilities of ~~key~~$7,482 ~~management~~and ~~personnel~~decrease in accounts payable and accrued expenses of $684.

~~General~~Financing ~~and administrative expenses~~Activities

WeFor ~~incurred general and administrative expenses of $158,122 and $86,753 for~~ the year ~~fiscal years~~ ended April 30, ~~2025 and 2024~~2026, ~~respectively.~~net ~~General~~cash ~~and administrative expenses increased by~~provided ~~$71,369,~~by orfinancing ~~82%~~activities iswas ~~primarily attributable to the increase in the legal and professional fees and salaries and wages during the year~~$0.

10For the year ended April 30, 2025, net cash used in financing activities was $3,000, which consisted of repayment to related parties of $3,000.

~~Other~~Limited ~~(expense)~~operating ~~income~~history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We ~~reported~~are ~~other~~in ~~(expense)~~a ~~income~~start-up stage of ~~$(4,010)~~operations and have generated limited revenues since ~~$105~~inception. ~~for~~We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment ~~fiscal~~of ~~years~~a ~~ended~~new ~~April~~business 30enterprise, ~~2025~~including ~~and~~limited ~~2024,~~capital ~~respectively,~~resources ~~which~~and ~~the~~possible ~~increase~~cost inoverruns ~~other~~due ~~expense~~to ~~was~~price ~~primarily~~and ~~attributable~~cost increases toin ~~interest~~services ~~expenses~~and products.

~~Net~~Off-Balance ~~income~~Sheet Arrangements

AsThe aCompany ~~result~~does ofnot ~~the~~have ~~factors~~any ~~described~~off-balance ~~above,~~sheet ~~we reported~~arrangements that have or are reasonably likely to have a ~~net~~current ~~income~~or offuture ~~$850~~effect on the Company's financial condition,~~746~~ ~~and~~changes ~~$140~~in financial condition,~~865~~ revenues ~~for~~or ~~the~~expenses, ~~year~~results ~~ended~~of ~~April~~operations, 30liquidity, ~~2025~~capital ~~and~~expenditures ~~2024~~or capital resources.

~~Liquidity~~Contractual Obligations and ~~capital~~Commercial ~~resources~~Commitments

OnWe ~~April~~have ~~30,~~no ~~2025,~~contractual weobligations ~~had total current assets of $2,256,251, which consisted primarily of $782,810 in cash, $1,266,951 in accounts receivables, $44,247 in inventories, $158,802 in advances to vendor~~ and ~~$3,441~~commercial incommitments ~~other~~as ~~current assets. We had total current liabilities~~ of ~~$347,567, which consisted of $60,065 in accounts payable~~April ~~and accrued expenses~~30, ~~$820 in other current liabilities and $286,682 in income tax payable~~2026.

On April 30, 2024, we had total current assets of $1,192,858, which consisted primarily of $593,036 in cash, $132,873 in inventories, $460,870 in advances to vendor and $6,079 in other current assets. We had total current liabilities of $136,920, which consisted of $60,749 in accounts payable and accrued expenses, $8,302 in other current liabilities, $3,000 due to related parties and $64,869 in income tax payable.15

WeCritical ~~have~~Accounting ~~never~~Policies ~~paid~~and dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.Estimates

~~Cash~~The ~~Flows~~preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. These estimates and judgments include, but are not limited to, revenue recognition, allowance for credit losses, inventory impairment allowance, and deferred taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual amounts may differ from the estimated amounts, such differences are not likely to be material.

~~The~~We ~~following~~have ~~table~~also ~~sets~~identified ~~forth~~certain aaccounting ~~summary~~policies that are significant to the preparation of our ~~cash flows~~financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the ~~years~~presentation ~~ended:~~of our financial condition and results of operations and require management's subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. We believe the following accounting policies are critical in the preparation of our financial statements.

	For the Years ended April 30,
	2025			2024
Net cash used in operating activities	$	192,774		$	(375,880	)
Net cash provided by financing activities	$	(3,000	)	$	960,188

Revenue recognition

~~Operating~~The ~~Activities~~Company recognizes revenue in accordance with ASC Topic 606 when control of goods transfers to customers in an amount that reflects the consideration expected to be received. The Company applies the five-step model prescribed by ASC 606, which requires the Company to: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the performance obligations are satisfied.

~~For~~Currently, the ~~year~~Company ~~ended~~operates ~~April 30, 2025, net cash used~~ in two business ~~operating~~segments activities was $192,774 which consisted primarily of a net income of $850,746, a decrease in inventory of $88,626, a decrease in other current assets of $2,638, a decrease in advances to vendor of $302,068, an increase in income tax payable of $221,813. The amounts were partially offset by adjusted non-~~cash~~ ~~item~~sale ~~consisted~~and ofdistribution ~~interest expense~~ of ~~$4,506,~~dietary ~~share-based~~supplement ~~compensation of $2,000, increase in accounts receivables of $1,266,951, decrease in other current liabilities of $7,482~~ and ~~decrease~~wholesale ~~in accounts payable~~ and ~~accrued~~trading ~~expenses~~ of ~~$684~~food products segment.

~~For~~Each of the ~~year~~sale ~~ended~~and ~~April~~distribution ~~30,~~of ~~2024,~~dietary ~~net~~supplement and ~~cash~~food ~~used~~products ~~in operating~~segment ~~activities~~has ~~was~~only ~~$375,880~~one ~~which~~performance ~~consisted~~obligation ~~primarily~~under ofthe afixed-fee ~~net~~arrangements. ~~income~~Revenue is recognized from the sale of the ~~$140,865,~~Company’s andietary ~~increase~~supplement inand ~~inventory~~food products when control of ~~$132,873,~~the anproducts ~~increase in~~is ~~advances~~transferred to ~~vendor~~the ~~of $460~~customer,~~870,~~ ~~and~~which ~~increase~~is at a point in ~~other~~time. ~~current~~The ~~assets~~Company offulfills ~~$6,079.~~its ~~The~~obligation ~~amounts~~to ~~were~~deliver ~~partially~~when ~~offset~~the byproducts ~~adjusted~~are ~~non-cash~~available to the customer at the Company’s premises ~~item~~or ~~consisted~~at ofthe ~~share-based~~designated ~~compensation~~place, ofi.e. $1the warehouse,~~000,~~ ~~increase~~at inwhich ~~accounts~~point ~~payable~~title and ~~accrued~~risk ~~expenses~~ of ~~$8,906,~~loss ~~increase~~pass into ~~other~~the ~~current~~customer. Customers are responsible ~~liabilities~~for all transportation costs, risk of $8loss,~~302,~~ and ~~increase~~any inother ~~income~~costs ~~tax~~from ~~payable~~that ofpoint ~~$64,869~~onward.

1116

~~Financing~~Credit ~~Activities~~Losses

~~For~~On May 1, 2024, the ~~year~~Company ~~ended~~adopted ~~April~~ASU 2016-13 Financial 30Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments(ASC 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, ~~2025~~creditworthiness of customers and debtors, ~~net~~current ~~cash~~economic ~~used~~conditions, inand reasonable and supportable ~~financing~~forecasts ~~activities~~and ~~was~~generally $3applies to financial assets measured at amortized cost,~~000~~ including loan receivables and held-to-maturity debt securities, ~~which~~and ~~consisted~~some ~~repayment~~off-balance sheet credit exposures such as unfunded commitments to ~~related~~extend ~~parties~~credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. In addition, CECL made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and does not believe that it is more likely than not they will be required to sell. There was no material transition adjustment upon adoption of $3CECL. The Company’s accounts receivables,~~000~~ advance to venders and other current assets in the balance sheet are within the scope of Accounting Standards Codification (“ASC”) Topic 326.

~~For~~Accounts ~~the year ended April 30~~Receivable, ~~2024,~~Net ~~net cash provided by financing activities was $960,188, which consisted primarily of proceed from private offering of $957,051 and advances from related parties of $3,137.~~

~~Limited~~Accounts ~~operating~~receivable ~~history;~~arises ~~need~~from the sale of products on trade credit terms and are presented net of allowance for ~~additional~~credit losses. The allowance for credit losses is based on management’s ~~capital~~assessment of the collectability of outstanding accounts receivable, including consideration of historical collection experience, current economic conditions, and specific customer circumstances. The Company periodically evaluates the collectability of its accounts receivable and records an allowance when credit losses are expected. All provisions for the allowance for credit losses are included as a component of general and administrative expenses in the accompanying consolidated statements of income. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. Delinquent account balances are written-off against the allowance for credit losses after management has determined that the likelihood of collection is not probable. Subsequent recoveries of amounts previously written off are credited to earnings in the period recovered. Additionally, the Company ships products only when collection of payment is considered probable. At April 30, 2026 and 2025, the allowance for credit losses was $61,366 and $0, respectively.

There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations and Commercial Commitments

We have no contractual obligations and commercial commitments as of April 30, 2025.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management's subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following accounting policies are critical in the preparation of our financial statements.

Revenue recognition

ASC 606, Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied.

The Company also follows the guidance provided in ASC 606, Revenue from Contracts with Customers, for determining whether the Company is the principal or an agent in arrangements with customers that involve another party that contributes to the provision of services and sales of goods to customers. In these instances, the Company determines whether it has promised to provide the goods or services itself (as principal) or to arrange for the specified goods to be provided by another party (as an agent). This determination is a matter of judgment that depends on the facts and circumstances of each arrangement.

The Company derives its revenue from consulting service income and marketing and supplying of healthcare products.

Where the Company acts as a principal, it sells its products directly to restaurants, retailers and individual consumers through its distributor channels. The Company considers Sales Agreement to be a contract with the customer. Customer confirmations are executed at the time an order is placed. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), when the services are rendered, or the products are dispatched or picked up by customer. As a result, the Company has a present and unconditional right to payment and record the amount due from the customer in accounts receivable. For each contract, the Company considers the promise to transfer products to be the only identified performance obligation. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled.

For the years ended April 30, 2025 and 2024, the Company’s sales of healthcare products are recognized at a point in time for its roles as principal, whereas consulting service fee income is recognized when services are transferred over time.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not required under Regulation S-K for “smaller reporting companies.”

Item 8. Consolidated Financial Statements and Supplementary Data

Our audited consolidated financial statements are set forth in this Annual Report beginning on page F-1.

1317

~~YIJIA~~VITANOVA ~~GROUP~~LIFE ~~CORP.~~SCIENCES CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID No: 2485)	F-2
Consolidated Balance Sheets as of April 30, 2025 and 2024	F-3
Consolidated Balance Sheets as of April 30, 2026 and 2025	F-3
Consolidated Statements of Operations for the Years ended April 30, 2025 and 2024	F-4
Consolidated Statements of Operations for the Years ended April 30, 2026 and 2025	F-4
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Years ended April 30, 2025 and 2024	F-5
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Years ended April 30, 2026 and 2025	F-5
Consolidated Statements of Cash Flows for the Years ended April 30, 2025 and 2024	F-6
Consolidated Statements of Cash Flows for the Years ended April 30, 2026 and 2025	F-6
Notes to Consolidated Financial Statements	F-7 to F-1819

F-1

	17506 Colima Road, Ste 101,
	City of Industry, CA 91748
	Tel: +1 (626) 581-0818
	Fax: +1 (626) 581-0809

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

~~Yijia~~VitaNova ~~Group~~Life ~~Corp.~~Sciences Corporation

New York

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated ~~balance~~ balance sheets of ~~Yijia~~VitaNova ~~Group~~Life ~~Corp.~~Sciences Corporation and subsidiary (the “Company”) as of April 30, ~~2025~~2026 and ~~2024~~2025, the related consolidated statements of operation, stockholders’ equity, and cash flows for the year in the period ended April 30, ~~2025~~2026 and ~~2024~~2025, and the related notes. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at April 30, ~~2025~~2026 and ~~2024~~2025, and the results of its operations and its cash flows the year in the period ended April 30, 2026 ~~2025~~ and ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Simon & Edward, LLP

We have served as the Company’s auditor since 2024.

PCAOB ID: 2485

Los Angeles County, California

July 2429, ~~2025~~2026

F-2

~~YIJIA~~VITANOVA ~~GROUP~~LIFE ~~CORP.~~SCIENCES CORPORATION AND SUBSIDIARIES

(Formerly Yijia Group Corp.)

CONSOLIDATED BALANCE SHEETS

	April 30,		April 30,
	April 30, 2026		April 30, 2025
	2025		2024
ASSETS
Current assets:
Cash	$	~~782~~1,~~810~~597,217	$	~~593~~782,~~036~~810
Accounts receivable		1,266,951		–
Accounts receivable, net		726,743		1,266,951
Inventories		44,247		132,873
Advance to vendors		–		158,802
Advances to vendor		158,802		460,870
Inventories		105,613		44,247
Other current assets		~~3,441~~950		63,~~079~~441
Total current assets		2,~~256~~430,~~251~~523		12,~~192~~256,~~858~~251
TOTAL ASSETS	$	2,256,251	$	1,192,858
Noncurrent assets:
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Deferred tax assets		16,038		–
Total noncurrent assets		16,038		–
TOTAL ASSETS	$	2,446,561	$	2,256,251
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	60,065	$	60,749
Accounts payable	$	208,813	$	–
Other current liabilities		820		8,302
Accrued expenses and other current liabilities		78,959		60,885
Amounts due to related parties		–		3,000
Income tax payable		108,009		286,682
Income tax payable		286,682		64,869
Total current liabilities		395,781		347,567
Total current liabilities		347,567		136,920
TOTAL LIABILITIES		395,781		347,567
TOTAL LIABILITIES		347,567		136,920
Commitments and Contingencies		–		–
Commitments and contingencies		–		–
Shareholders' equity
Shareholders’ equity (deficit):
Preferred Stock, $0.001 par value; 10,000,000 shares authorized including 3,000,000 shares Series A Preferred Stock designated; nil shares issued and outstanding		–		–
Common stock, $0.001 par value; 75,000,000 shares authorized; 25,012,270 shares issued and outstanding as of April 30, 2025 and 2024, respectively		25,012		25,012
Common Stock, $0.001 par value; 200,000,000 shares authorized; 8,337,454 shares issued and outstanding		8,337		8,337
Additional paid-in capital		1,~~012~~029,~~971~~646		1,~~012~~029,~~971~~646
Shares to be issued – 20,000 shares of common stock		3,000		1,000
Shares to be issued		182,400		3,000
Retained earnings		~~867~~830,~~701~~397		16867,~~955~~701
Total Shareholders’ Equity		1,908,684		1,055,938
Total Shareholders' Equity		2,050,780		1,908,684
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,256,251	$	1,192,858
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,446,561	$	2,256,251

~~See~~The accompanying notes to ~~the~~are an integral part of these consolidated financial statements.

F-3

~~YIJIA~~VITANOVA ~~GROUP~~LIFE ~~CORP.~~SCIENCES CORPORATION AND SUBSIDIARIES

(Formerly Yijia Group Corp.)

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years ended April 30,
	2025			2024
Revenue, net	$	2,662,105		$	570,694
Cost of revenue		(1,086,395	)		(192,983	)
Gross profit		1,575,710			377,711
Operating expense:
Sales and distribution expenses		(7,666	)		(22,683	)
Personnel and benefit costs		(201,608	)		(62,646	)
General and administrative expenses		(158,122	)		(86,753	)
Total operating expenses		(367,396	)		(172,082	)
Income from operations		1,208,314			205,629
Other (expense) income:
Interest expense		(4,506	)		–
Sundry income		496			105
Total other (expense) income		(4,010	)		105
Income before income tax		1,204,304			205,734
Income tax expense		(353,558	)		(64,869	)
NET INCOME	$	850,746		$	140,865
Income per share, basic and diluted	$	0.03		$	0.01
Weighted average number of shares outstanding, basic and diluted		25,012,270			10,643,395

FOR THE YEARS ENDED APRIL 30, 2026 AND 2025

See accompanying notes to the consolidated financial statements.


	For the Years ended April 30,
	2026			2025

Revenue, net	$	3,025,538		$	2,662,105

Cost of revenue		(2,114,949	)		(1,086,395	)

Gross profit		910,589			1,575,710

Operating expenses
Sales and distribution expenses		(2,900	)		(7,666	)
Personnel and benefit costs		(170,293	)		(201,608	)
General and administrative expenses		(733,795	)		(158,122	)
Total operating expenses		(906,988	)		(367,396	)

Income from operations		3,601			1,208,314

Other income (expenses)
Interest expense		–			(4,506	)
Sundry income		2,980			496
Total other income (expenses), net		2,980			(4,010	)

Income before income tax		6,581			1,204,304

Income tax expense		(43,885	)		(353,558	)

Net income (loss)	$	(37,304	)	$	850,746

Net income (loss) per share, basic	$	(0.004	)	$	0.10
Weighted average number of shares outstanding - basic		8,337,454			8,337,454

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

F-4

~~YIJIA~~VITANOVA ~~GROUP~~LIFE ~~CORP~~SCIENCES CORPORATION AND SUBSIDIARIES.

~~CONSOLIDATED~~(Formerly ~~STATEMENTS~~Yijia OFGroup ~~CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT~~Corp.)

	Common stock
	No. of shares		Amount		Additional paid-in capital		Shares to be issued		Retained earnings (accumulated deficit)			Total shareholders’ equity (deficit)
Balance as of April 30, 2023		5,871,250	$	5,871	$	58,824	$	–	$	(123,910	)	$	(59,215	)
Forgiveness of related party’s debt		–		–		16,237		–		–			16,237
Shares issued under the private placements		19,141,020		19,141		937,910		–		–			957,051
Share-based compensation – 20,000 shares		–		–		–		1,000		–			1,000
Net income for the year		–		–		–		–		140,865			140,865
Balance as of April 30, 2024		25,012,270	$	25,012	$	1,012,971	$	1,000	$	16,955		$	1,055,938
Share-based compensation – shares		–		–		–		2,000		–			2,000
Net income for the year		–		–		–		–		850,746			850,746
Balance as of April 30, 2025		25,012,270	$	25,012	$	1,012,971	$	3,000	$	867,701		$	1,908,684

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

~~See~~FOR ~~accompanying~~THE ~~notes to~~YEARS ~~the~~ENDED ~~consolidated~~APRIL ~~financial~~30, ~~statements.~~2026 AND 2025


	Preferred Stock				Common Stock				Additional							Total
	Shares		Amount		Shares		Amount		paid in capital		Shares to be issued		Retained earnings			shareholders' equity
Balance as of April 30, 2024		–	$	–		8,337,454	$	8,337	$	1,029,646	$	1,000	$	16,955		$	1,055,938

Share-based compensation		–		–		–		–		–		2,000		–			2,000
Net income for the year		–		–		–		–		–		–		850,746			850,746

Balance as of April 30, 2025		–		–		8,337,454		8,337		1,029,646		3,000		867,701			1,908,684

Share-based compensation		–		–		–		–		–		179,400		–			179,400
Net loss for the year		–		–		–		–		–		–		(37,304	)		(37,304	)

Balance as of April 30, 2026		–	$	–		8,337,454	$	8,337	$	1,029,646	$	182,400	$	830,397		$	2,050,780

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

F-5

~~YIJIA~~VITANOVA ~~GROUP~~LIFE ~~CORP.~~SCIENCES CORPORATION AND SUBSIDIARIES

(Formerly Yijia Group Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years ended April 30,
	2025			2024
Cash flows from operating activities:
Net income	$	850,746		$	140,865
Adjustments to reconcile net income used in operating activities:
Interest expense		4,506			–
Share-based compensation		2,000			1,000
Change in operating assets and liabilities:
Inventories		88,626			(132,873	)
Accounts receivable		(1,266,951	)		–
Advances to vendor		302,068			(460,870	)
Other current assets		2,638			(6,079	)
Accounts payable and accrued liabilities		(5,190	)		8,906
Other current liabilities		(7,482	)		8,302
Income tax payable		221,813			64,869
Net cash generated from (used in) operating activities		192,774			(375,880	)
Cash flows from financing activities:
Proceeds from private placement		–			957,051
(Repayment to) advances from related parties		(3,000	)		3,137
Net cash (used in) provided by financing activities		(3,000	)		960,188
NET CHANGE IN CASH		189,774			584,308
CASH, BEGINNING OF YEAR		593,036			8,728
CASH, END OF YEAR	$	782,810		$	593,036
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	–		$	–
Income taxes paid	$	–		$	–
Non-cash investing and financing activities:
Forgiveness of related party’s debt	$	–		$	16,237

FOR THE YEARS ENDED APRIL 30, 2026 AND 2025

See accompanying notes to the consolidated financial statements.


	For the Years ended April 30,
	2026			2025

Cash flows from operating activities:
Net income (loss)	$	(37,304	)	$	850,746
Adjustment to reconcile net income provided by operating activities:
Interest expenses		–			4,506
Share-based compensation		179,400			2,000
Deferred tax assets		(16,038	)		–
Bad debt expense		61,366			–
Changes in operating assets and liabilities:
Inventories		(61,366	)		88,626
Accounts receivable		478,842			(1,266,951	)
Advance to vendor		158,802			302,068
Other current assets		2,491			2,638
Accounts payable		208,813			(5,190	)
Accrued expenses and other current liabilities		18,074			(7,482	)
Income tax payable		(178,673	)		221,813
Net cash provided by operating activities		814,407			192,774

Cash flows from financing activities:
Repayment to related parties		–			(3,000	)
Net cash used in financing activities		–			(3,000	)

Net change in cash		814,407			189,774

Cash, beginning of year		782,810			593,036

Cash, end of year	$	1,597,217		$	782,810
		–
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	–		$	–
Income taxes paid	$	238,596		$	–

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

F-6

~~YIJIA~~VITANOVA ~~GROUP~~LIFE ~~CORP.~~SCIENCES CORPORATION AND SUBSIDIARIES

~~NOTES~~(Formerly TOYijia ~~THE~~Group ~~CONSOLIDATED FINANCIAL STATEMENTS~~Corp.)

~~NOTE~~NOTES 1TO ~~－ ORGANIZATION~~CONSOLIDATED ~~AND NATURE OF BUSINESS~~FINANCIAL STATEMENTS

~~Yijia~~NOTE ~~Group~~1 ~~Corp.~~— ORGANIZATION ~~(“the~~AND ~~Company” or “YJGJ”)~~NATURE ~~was~~OF ~~incorporated on January 25, 2017 under the laws of the State of Nevada, United States of America, formerly known as Soldino Group Corp.~~BUSINESS

~~The~~VitaNova Life Sciences Corporation (“the Company”) ~~has~~was ~~currently~~incorporated ~~commenced~~on ~~its~~January ~~operation in~~25, 2017 under the ~~rendering~~laws of ~~consulting~~the ~~advisory~~State ~~services~~of inNevada, ~~management~~United ~~business~~States of America, ~~accounting~~formerly ~~and~~known ~~finance~~as Soldino ~~services;~~Group ~~and~~Corp. ~~provides~~On ~~healthcare~~October ~~products and~~7, ~~health~~2025, ~~consultation~~the ~~services~~Company changed the name of the Company to ~~domestic~~VitaNova ~~and~~Life ~~international~~Sciences ~~customers~~Corporation (the “Name Change”) effective on January 9, 2026. In connection with the Name Change, the ticker symbol of the Company’s common stock changed to “VNOV” (the “VNOV”).

OnThe ~~June~~Company 6,provides ~~2023,~~dietary ~~the~~supplement ~~Company’s major shareholder~~ and ~~director, Barry Sytner entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Xianchang~~food Maproducts ~~(“Mr. Ma”), pursuant~~ to ~~which~~domestic ~~Barry~~and ~~Sytner~~international ~~sold 5~~customers,~~066,250~~ ~~shares of common stock of the Company to Mr. Ma, constituting approximately 86.3% of the issued~~ and ~~outstanding~~occasionally ~~shares~~provides ofconsulting ~~the~~advisory ~~Company~~services as of May 2, 2023, for a total consideration of $470,562, derived from the purchaser’s personal funds. The Securities Purchase Agreement was closed on June 14, 2023. Following the closing of the securities purchase transaction, Mr. Ma acquired a beneficial interest in 5management,~~066,250~~ ~~shares of common stock of the Company constituting approximately 86.3% of the issued and outstanding shares of the Company as of May 2~~business, ~~2023 and constituting a change of control of the~~accounting ~~Company. Pursuant to the Securities Purchase Agreement, Barry Sytner has resigned from all his positions with the Company,~~ and ~~Mr.~~finance ~~Ma was appointed as the Chief Executive Officer, President, Chief Financial Officer and Director of the Company, effective June 14, 2023~~services.

~~Mr.~~On MaJune ~~passed away on August 3~~6, 2023~~. On September 12~~, ~~2023,~~the ~~Ms. Caihong Qu, Mr. Xianchang Ma~~Company’s ~~sole~~major ~~heir,~~shareholder and ~~was allocated 5~~director,~~066,250~~ ~~shares~~Barry ofSytner ~~the~~entered ~~Company’s~~into ~~common~~a ~~stock~~securities atpurchase ~~a consideration~~agreement of(the ~~$Nil~~“Securities ~~through~~Purchase ~~operation~~Agreement”) ofwith ~~law~~Xianchang Ma (“Mr. ~~Upon~~Ma”), ~~completion~~pursuant ofto ~~this~~which ~~transfer,~~Barry ~~Ms.~~Sytner Qusold ~~possessed~~ 5,066,250 shares of common stock of the Company ~~constituting~~to Mr. Ma, constituting approximately 86.3% of the issued and outstanding shares of the Company as of ~~September~~May 122, 2023, ~~which~~for ~~constituted another~~a ~~change~~total consideration of ~~control~~$470,562, ofderived from the ~~Company~~purchaser’s atpersonal ~~that time~~funds. ~~Effective~~The ~~September~~Securities 13Purchase Agreement was closed on June 14, 2023,. Following the ~~Board~~closing ~~comprised~~of ~~Ms.~~the securities ~~Qiuping~~purchase Lutransaction, ~~and~~ Mr. ~~Ruiming~~Ma acquired a beneficial interest in 5,066,250 shares of common stock of the Company constituting ~~Zhou.~~approximately Ms86.3% ~~Qiuping~~of Luthe ~~was~~issued ~~appointed~~and asoutstanding shares of the ~~Chief~~Company ~~Executive~~as ~~Officer,~~of ~~President~~May 2, 2023 and ~~Chief~~constituting ~~Financial~~a ~~Officer~~change of ~~the~~control of the Company.

On ~~November~~September 912, 2023, Ms. Caihong Qu, Mr. Xianchang Ma’s sole heir, was inherited and allocated 5,066,250 shares of the Company’s ~~founded~~common ~~Nutripeak~~stock at a consideration of nil through ~~Trading~~operation ~~Corporation~~of ~~(“NTC”)~~law. Upon completion of this transfer, aMs. ~~wholly~~Qu ~~owned~~possessed ~~subsidiary~~5,066,250 ~~incorporated~~shares inof ~~Nevada~~common stock of the Company constituting approximately 86.3% ~~NTC~~of ~~was~~the ~~established~~issued ~~with~~and outstanding shares of the ~~purpose~~Company as of ~~marketing~~September 12, 2023, which constituted another change of control of the ~~and~~Company ~~supplying~~at ~~healthcare~~that ~~products~~time.

On ~~January~~November 309, ~~2024~~2023, the Company ~~entered~~founded ~~into ten~~Nutripeak ~~securities~~Trading ~~purchase~~Corporation ~~agreements~~ (~~the~~ “~~Purchase Agreements~~NTC”) ~~in connection with its private offering (the “Offering”) of the Company’s unregistered shares of common stock~~, ~~par value $0.001, with~~ a ~~total~~wholly ofowned ~~ten~~subsidiary ~~(10)~~incorporated ~~investors,~~in ~~consisting of two (2) U~~Nevada.S. ~~accredited~~NTC investors, as defined under Rule 501 of Regulation D, and eight (8) non-U.S. investors (individually, an “Investor” and collectively, the “Investors”), at a purchase price of $0.05 per share. This Offering was ~~being~~established conducted on a rolling basis and there was no minimum nor maximum offering amount to close this Offering. Each of the Purchase Agreements contained customary representations, warranties and covenants by the parties, regularly applied under industry standards. Each of the Investors acknowledged and agreed that any resale of the shares issued in connection with ~~this Offering is subject to resale restrictions pursuant to~~ the ~~Securities Exchange~~purpose ~~Act~~ of ~~1934 and none of the shares purchased herein has been registered under the Securities Act of 1933, as amended. This Offering~~marketing ~~was closed on January 30, 2024~~ and ~~the~~supplying ~~Company~~dietary ~~raised~~supplement ~~an aggregate gross proceeds of $957,051 by selling and issuing 19,141,020 shares of its common stock in this Offering~~products.

~~F-7~~On March 6, 2026, the Company established VitaNova Global Foods Corporation (“VGFC”) as a wholly owned subsidiary incorporated in Nevada. VGFC was established with the purpose of marketing and supplying healthy food products.

The details of the Company’s subsidiary are described below:

Schedule of details of company subsidiary
Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	~~Particulars~~Effective ofinterest ~~issued/ registered share capital~~Held	~~Effective interest Held~~
Nutripeak Trading Corporation (“NTC”)	State of Nevada, United States of America, Corporation	Marketing and supplying healthcare products	100 shares of common stock, par value $1 per share	100%
NutriPeak Trading Corporation (“NTC”)	State of Nevada, United States of America, Corporation	Marketing and supplying dietary supplement products	100%
VitaNova Global Foods Corporation (“VGFC”)	State of Nevada, United States of America, Corporation	Marketing and supplying healthy food products	100%

~~YJGJ and its subsidiary are hereinafter referred to as (the “Company”).~~F-7

~~NOTE~~VNOV 2and ~~－ SUMMARY~~its OFsubsidiaries ~~SIGNIFICANT~~are ~~ACCOUNTING~~hereinafter ~~POLICIES~~referred to as the “Company”.

On January 27, 2026, the Company's 1-for-3 reverse stock split of its common stock became effective, pursuant to which each holder of common stock received one share for every three shares held. The accompanying consolidated financial statements were retroactively reflected this reverse stock split for the periods presented.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The financial statements are presented in US dollars, which is the Company’s functional currency.

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiary. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

Reclassifications

Certain amounts on the prior year’s consolidated balance sheets, consolidated statements of operations and cash flows were reclassified to conform to current-year presentation, with no effect on ending stockholders’ equity.

Use of Estimates and Assumptions

The preparation of ~~financial~~the ~~statements~~Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts ~~reported~~of inassets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and ~~accompanying~~expenses during ~~notes~~the reporting periods. ~~Actual~~These estimates and judgments include, but are not limited to, revenue recognition, allowance for credit losses, inventory impairment allowance, and deferred taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, the results ~~could~~of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual amounts may differ from ~~those~~the ~~estimates~~estimated amounts, such differences are not likely to be material.

Significant areas for which management uses estimates include:

· sales returns at point in time and allowances; · inventory; · income tax valuation allowances

These estimates require the use of judgment as future events, and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary.

F-8

Segment Reporting

Accounting Standards Codification (“ASC”) Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements. Currently, the Company has two business segments consisted of consulting service segment and healthcare segment operating in the United States of America.

Cash

Cash is carried at cost and represents cash on hand and demand deposits placed with banks or other financial institutions.

Credit Losses

On May 1, 2024, the Company adopted ASU 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments(ASC 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, creditworthiness of customers and debtors, current economic conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. In addition, CECL made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and does not believe that it is more likely than not they will be required to sell. There was no material transition adjustment upon adoption of CECL. The Company’s accounts receivables, advance to venders and other current assets in the balance sheet are within the scope of Accounting Standards Codification (“ASC”) Topic 326.

F-8

Accounts Receivable, Net

Accounts receivable arises from the sale of products on trade credit terms and are presented net of allowance for credit losses. The allowance for credit losses is based on management’s assessment of the collectability of outstanding accounts receivable, including consideration of historical collection experience, current economic conditions, and specific customer circumstances. The Company periodically evaluates the collectability of its accounts receivable and records an allowance when credit losses are expected. All provisions for the allowance for credit losses are included as a component of general and administrative expenses in the accompanying consolidated statements of income. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. Delinquent account balances are written-off against the allowance for credit losses after management has determined that the likelihood of collection is not probable. Subsequent recoveries of amounts previously written off are credited to earnings in the period recovered. Additionally, the Company ships products only when collection of payment is considered probable. At April 30, 2026 and 2025, the allowance for credit losses was $61,366 and $0, respectively.

Inventories

Inventories primarily consist of finished dietary ~~healthcare~~ supplement products which are stated at the lower of cost or net realizable value. Cost of inventories is determined using the first-in, first-out method and includes all costs to acquire and other costs to bring the inventories to their present location and condition. The Company takes ownership, risks, and rewards of the products purchased.

Inventories are written down to estimated net realizable value, which could be impacted by certain factors including historical usage, expected demand, anticipated sales price, new product development schedules, product obsolescence, and other factors. The Company continuously evaluates the recoverability of the Company’s inventories, and inventory provisions are recorded in the consolidated statements of operations and comprehensive income. The Company did not record write-down of potentially obsolete or slow-moving inventories or lower of cost or market adjustment for the years ended April 30, 2026 ~~2025~~ and ~~2024~~2025.

Segment Reporting

Financial Accounting Standards Board (“FASB”) ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the method a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manners in which management disaggregates a company. The Company’s management has determined that the Company’s current operations constitute two reportable segments in accordance with ASC 280: 1) sale and distribution of dietary supplement segment, and 2) wholesale and trading of food products segment. All of the Company’s operations and assets are located in the United States.

Revenue Recognition

·The Company recognizes revenue in accordance with ASC Topic 606 when control of goods transfers to customers in an amount that reflects the consideration expected to be received. The Company applies the five-step model prescribed by ASC 606, which requires the Company to: (i) identify the contract with a customer; (ii) · identify the performance obligations in the contract; ·(iii) determine the transaction price; ·(iv) allocate the transaction price to the performance obligations in the contract; and ·(v) recognize revenue when, or as, the performance ~~obligation~~obligations isare satisfied.

Currently, the Company operates in two business segments sale and distribution of dietary supplement and wholesale and trading of food products segment.

The Consulting Service Segment mainly provides consulting advisory services in management, business, accounting and finance; and the Healthcare Segment mainly provides healthcare products and health consultation services to customers.

The sale and distribution of healthcare products, such as Nicotinamide Riboside capsules, has only one performance obligation under the fixed-fee arrangements. Revenue is recognized from the sale of their healthcare products upon delivery or pick up by the customers, whereas the title and risk of loss are fully transferred to customers.

For those sales orders which are delivered by the Company, shipping term is under Ex Works (“EXW”), the Company fulfills the obligation to deliver when the products are available on their premises, i.e. the warehouse. Those customers are responsible for all transportation costs, risk of loss, and any other costs that point onward.

F-9

Each segment has only one performance obligation under the fixed-fee arrangements. Revenue is ~~earned~~recognized from the ~~rendering~~sale of ~~consulting~~the Company’s dietary supplement and food products when ~~advisory~~control ~~services~~of the products is transferred to ~~customers~~the customer, which is at a point in time. The Company ~~recognizes~~fulfills ~~services~~its ~~revenue~~obligation ~~over~~to deliver when the ~~period~~products inare ~~which~~available ~~such~~to ~~services~~the ~~are~~customer ~~performed~~at ~~and~~the ~~billed to~~Company’s premises or at the ~~customer~~designated place, ~~pursuant~~i.e. the warehouse, at which point title and risk of loss pass to the ~~fulfillment~~customer. Customers are responsible for all transportation costs, risk of ~~service~~loss, ~~terms~~and inany ~~the~~other ~~agreement~~costs from that point onward.

Disaggregation of Revenue

The following table provides information about disaggregated revenue from customers into the nature of the products and services provided, and the related timing of revenue recognition:

Schedule of disaggregated revenue
		For the Years ended April 30,
Type of products or services	Timing of revenue recognition	~~2025~~2026		~~2024~~2025
Consultancy service fee income	Services transferred over time	$	10,838	$	26,100
Other	Services transferred over time	$	15,000	$	10,838
Sales of healthcare products	Goods transferred at a point in time		2,651,267		544,594
Sales of dietary supplement	Goods transferred at a point in time		1,947,620		2,651,267
TOTAL		$	2,662,105	$	570,694
Sales of food products	Goods transferred at a point in time		1,062,918		–
TOTAL		$	3,025,538	$	2,662,105

Cost of Revenues

Cost of revenues, which are directly attributable to the sale of ~~healthcare~~dietary supplement products and healthy food products, primarily consists of purchase costs of merchandizes and food.

Income Taxes

The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company did not have any unrecognized tax positions or benefits and there was no effect on the financial condition or results of operations for the years ended April 30, 2025 and 2024. The Company and its subsidiary are subject to local and various foreign tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax jurisdictions.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the years ended April 30, 2025 and 2024.

F-10

~~Net~~Under ~~Income~~the ~~Per~~provisions ~~Share~~of FASB ASC Topic 740, when tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.

The Company ~~computes~~did ~~net~~not ~~income~~have ~~per~~any ~~share~~unrecognized intax ~~accordance~~positions ~~with~~or ~~FASB~~benefits ~~ASC~~and ~~260~~there ~~“Earnings~~was ~~per~~no ~~Share”.~~effect ~~Basic~~on ~~income~~the ~~per~~financial ~~share~~condition isor ~~computed~~results byof ~~dividing~~operations ~~net~~for ~~income available to common shareholders by~~ the ~~weighted~~years ~~average~~ended ~~number~~April of30, ~~outstanding~~2026 ~~common~~and ~~shares during the period~~2025. ~~Diluted~~The Company ~~income~~and ~~per~~its ~~share~~subsidiary ~~gives~~are ~~effect~~subject to ~~all~~local ~~diluted~~and ~~potential common~~various ~~shares~~foreign ~~outstanding~~tax ~~during the period~~jurisdictions. ~~Dilutive~~The ~~income~~Company’s ~~per~~tax ~~share~~returns ~~excludes~~remain ~~all~~open ~~potential common shares if their effect is anti-dilutive.~~subject Asto ofexamination ~~April~~by ~~30,~~major ~~2025~~tax ~~and 2024, there were no potentially dilutive debt or equity instruments issued or outstanding~~jurisdictions.

Earnings per Share (EPS)

The Company calculates loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares pertaining to warrants, stock options, and similar instruments had been issued and if the additional common shares were dilutive. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding unvested restricted stock, options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). Potential common stock that has an anti-dilutive effect (i.e., those that increase income per common stock or decrease loss per common stock) are excluded from the calculation of diluted loss per share. For the years ended April 30, 2026 and 2025, the Company had no dilutive shares.

Stock Based Compensation

Pursuant to ASU 2018-07, the Company follows ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee or non-employee), are measured at grant-date fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant.

Related Parties

Parties, which can be a corporation or individual, are considered to be related if the entities have the ability, directly or indirectly, to control the other party or exercise significant influence over the party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

F-11

Fair Value Measurement

The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

	·	Level 1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

	·	Level 2: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

	·	Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

The carrying value of cash, amount due to a related party and other current assets approximates its fair value due to their short-term nature of these financial instruments.

~~Recent~~Recently Issued Accounting ~~Standard Adopted~~Pronouncements

In ~~November~~October 2023, the FASB issued ASU No. 2023-0706, ~~Segment~~ ~~Reporting~~“Disclosure ~~(Topic 280):~~ Improvements — Codification Amendments in Response to ~~Reportable~~the ~~Segment~~SEC’s ~~Disclosures.~~Disclosure Update and Simplification Initiative.” The ~~amended~~ASU ~~guidance~~amends ~~requires~~the ~~incremental~~disclosure ~~reportable~~or ~~segment disclosures,~~presentation ~~primarily~~requirements ~~about~~related ~~significant~~to ~~segment~~various ~~expenses~~subtopics in the FASB ASC. The ASU was issued in response to the SEC’s August 2018 final amendments ~~also~~in ~~require~~Release ~~entities~~No. ~~with~~33-10532, aDisclosure ~~single~~Update ~~reportable~~and ~~segment~~Simplification tothat ~~provide~~updated and simplified ~~all~~disclosure ~~disclosures~~requirements ~~required~~that bythe ~~these~~SEC ~~amendments,~~believed ~~and~~were ~~all~~duplicative, ~~existing~~overlapping, ~~segment~~or ~~disclosures~~outdated. The ~~amendments~~guidance ~~will~~in beASU ~~applied~~2023-06 ~~retrospectively~~is intended to align ~~all~~GAAP ~~prior~~requirements ~~periods~~with ~~presented~~those inof the ~~financial~~SEC ~~statements~~ and isto ~~effective~~facilitate the application of GAAP for ~~fiscal~~all ~~years~~entities. ~~beginning~~The ~~after~~amendments ~~December~~introduced ~~15,~~by ASU 2023,-06 are ~~and~~effective ~~interim periods~~if inthe ~~fiscal~~SEC ~~years~~removes ~~beginning~~the ~~after~~related ~~December~~disclosure 15or presentation requirement from its existing regulations by June 30, ~~2024~~2027. If, by ~~with~~June ~~early~~30, ~~adoption~~2027, ~~permitted.~~the ~~The~~SEC ~~Company~~has isnot ~~currently~~removed inthe applicable requirements from its existing regulations, the ~~process~~pending content of ~~evaluating~~the associated amendment will be removed from the ~~impact~~ASC ~~this~~and ~~amended~~will ~~guidance~~not ~~may~~become ~~have~~effective onfor ~~the~~any ~~footnotes~~entities. Early adoption is permitted. The adoption of ASU 2023-06 is not expected to ~~its~~have a material impact on the Company’s consolidated financial statements or related disclosures.

FIn November 2024, the FASB issued ASU 2024-1103, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the consolidated financial statements to provide enhanced transparency into the expense captions presented on the face of the statement of income and comprehensive income. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and may be applied either prospectively or retrospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. On January 6, 2025, FASB issued ASU 2025-01 that clarifies for non-calendar year-end entities the interim effective date of Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Public business entities are required to adopt the guidance in Update 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.

~~Accounting~~In ~~Standards~~May ~~Issued~~2025, ~~but~~the ~~Not~~FASB ~~Yet~~issued ~~Adopted~~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 December 2023, the FASB issued ASU 2023~~F-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amended guidance is effective for fiscal years beginning after December 15, 2024. The guidance can be applied either prospectively or retrospectively. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to our unaudited condensed consolidated financial statements.12

~~Except~~The ~~for~~Company’s ~~the~~management ~~above-mentioned~~does ~~pronouncements,~~not ~~there~~believe ~~are~~that noany ~~new~~other recently issued, ~~accounting~~but ~~standards~~not ~~that~~yet ~~will~~effective, authoritative guidance, if currently adopted, would have a material impact on the ~~unaudited condensed consolidated balance sheets,~~ ~~statements~~Company’s offinancial ~~operations~~statement ~~and~~presentation ~~cash~~or ~~flows~~disclosures.

NOTE 3 — SEGMENT REPORTING

Currently, the Company has two reportable ~~business~~ business segments: sale and distribution of dietary supplement and wholesale and trading of food products segment.

(i) Consulting Service Segment, mainly provides consulting advisory services in management business, accounting and financial services; and (ii) Healthcare Segment, mainly provides healthcare products to customers, most of them are distributors.

In the following table, revenue is disaggregated by primary major product line, including a reconciliation of the disaggregated revenue with the reportable segments.

Schedule of reconciliation of the disaggregated revenues
	For the Year ended April 30, 2025
	Years ended April 30, 2026
	Healthcare Segment			Consulting Service Segment			Total
	Healthy Food Products			Dietary Supplement			Other			Total
Revenue from external customers:
Consulting service income	$	–		$	~~10,838~~–		$	1015,~~838~~000		$	15,000
Sale of healthcare products		2,651,267			–			2,651,267
Sale of dietary supplement products		–			1,947,620			–			1,947,620
Total revenue		2,651,267			10,838			2,662,105
Sale of healthy food products		1,062,918			–			–			1,062,918
Cost of revenue:
Total revenue		1,062,918			1,947,620			15,000			3,025,538
Consulting service income		–			–			–
Cost of revenue:
Sale of healthcare products		(1,086,395	)		–			(1,086,395	)
Consulting service income		–			–			–			–
Total cost of revenue		(1,086,395	)		–			(1,086,395	)
Sale of dietary supplement products					(1,147,934	)		–			(1,147,934	)
Gross profit		1,564,872			10,838			1,575,710
Sale of healthy food products		(967,015	)		–			–			(967,015	)
Operating expenses:
Total cost of revenue		(967,015	)		(1,147,934	)		–			(2,114,949	)
Selling and distribution		(7,666	)		–			(7,666	)
Gross profit		95,903			799,686			15,000			910,589
Personal and benefit costs		(57,065	)		(144,543	)		(201,608	)
Operating Expenses:
General and administrative		(21,111	)		(137,011	)		(158,122	)
Sales and distribution expenses		–			(2,900	)		–			(2,900	)
Total operating expenses		(85,842	)		(281,554	)		(367,396	)
Personal and benefit costs		(43,591	)		(126,702	)		–			(170,293	)
Segment income (loss)	$	1,479,030		$	(270,716	)	$	1,208,314
General and administrative		(231,778	)		(502,017	)		–			(733,795	)
Total operating expenses		(275,369	)		(631,619	)		–			(906,988	)
Segment income (loss)	$	(179,466	)	$	168,067		$	15,000		$	3,601

F-12

	For the Year ended April 30, 2024
	Healthcare Segment			Consulting Service Segment			Total
Revenue from external customers:
Consulting service income	$	–		$	26,100		$	26,100
Sale of healthcare products		544,594			–			544,594
Total revenue		544,594			26,100			570,694
Cost of revenue:
Consulting service income		–			–			–
Sale of healthcare products		(192,983	)		–			(192,983	)
Total cost of revenue		(192,983	)		–			(192,983	)
Gross profit		351,611			26,100			377,711
Operating Expenses
Selling and distribution		(22,383	)		(300	)		(22,683	)
Personal and benefit costs		(15,653	)		(46,993	)		(62,646	)
General and administrative		(4,673	)		(82,080	)		(86,753	)
Total operating expenses		(42,709	)		(129,373	)		(172,082	)
Segment income (loss)	$	308,902		$	(103,273	)	$	205,629

The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables:

Schedule of geographic segments
	For the Years ended April 30,
	2025		2024
China	$	385,718	$	411,100
Hong Kong		1,072,230		81,745
Unites States of America		1,204,157		77,849
	$	2,662,105	$	570,694

NOTE 4 － INVENTORIES

Inventories comprised of the following:

Schedule of inventories
	For the Years ended April 30,
	2025		2024
Finished goods – Gene Code NR Capsules	$	44,247	$	132,873

For the years ended April 30, 2025 and 2024, no allowance for obsolete inventories was recorded by the Company.

F-13

NOTE 5 － ADVANCES TO VENDOR

	For the Year ended April 30, 2025
	Dietary Supplement Segment			Consulting Service Segment			Total
Revenue from external customers:
Consulting service income	$	–		$	10,838		$	10,838
Sale of dietary supplement products		2,651,267			–			2,651,267
Total revenue		2,651,267			10,838			2,662,105

Cost of revenue:
Consulting service income		–			–			–
Sale of dietary supplement products		(1,086,395	)		–			(1,086,395	)
Total cost of revenue		(1,086,395	)		–			(1,086,395	)

Gross profit		1,564,872			10,838			1,575,710

Operating expenses:
Selling and distribution		(7,666	)		–			(7,666	)
Personal and benefit costs		(57,065	)		(144,543	)		(201,608	)
General and administrative		(21,111	)		(137,011	)		(158,122	)
Total operating expenses		(85,842	)		(281,554	)		(367,396	)

Segment income (loss)	$	1,479,030		$	(270,716	)	$	1,208,314

~~Advances~~The torevenues ~~vendor~~below ~~consisted~~are ofbased on the countries in which the customers are located. Summarized financial information concerning the geographic segments is shown in the following tables:

Schedule of advances to vendor
Schedule of geographic segments
	For the Years ended April 30,
	2025		2024
	2026		2025
Purchase deposit	$	158,802	$	460,870
China	$	–	$	385,718
Hong Kong		345,578		1,072,230
Unites States of America		2,679,960		1,204,157
	$	3,025,538	$	2,662,105

NOTE 6－ COMMON STOCK

Authorized shares

The Company has 75,000,000 shares of common stock authorized, par value $0.001 per share.

Issued and outstanding shares

In January 2024, the Company issued 19,141,020 shares of common stock at a cash price of $0.05 per share for the total proceeds of $957,051 in the private placement.

As of April 30, 2025 and 2024, there were 25,012,270 shares of common stock issued and outstanding.

Share-based compensation

On January 8, 2024, the Company granted 5,000 common stocks issuable per month in total of 60,000 common stocks to the Chief Financial Officer - Steve Niu at fair value of $0.05 per share, subject to vesting condition in completion of one year of service. For the years ended April 30, 2025 and 2024, the Company recognized share-based compensation in the amount of $2,000 and $1,000, respectively. As of April 30, 2025, the Company’s common stock to be issued totaled 60,000.

NOTE 7 － NET INCOME PER SHARE

Basic net income per share is computed using the weighted average number of common shares outstanding during the year. The following table sets forth the computation of basic and diluted net income per share for the years ended April 30, 2025 and 2024:

Schedule of computation of basic and diluted net income (loss) per share
	For the Years ended April 30,
	2025		2024
Net income attributable to common shareholders	$	850,746	$	140,865
Net income per share – Basic and diluted	$	0.03	$	0.01
Weighted average common shares outstanding – Basic and diluted		25,012,270		10,643,395

F-14

NOTE 8－ 4 — ~~INCOME~~ACCOUNTS RECEIVABLE ~~TAX EXPENSE~~NET

The income tax provision for the years ended April 30, 2025 and 2024, consists of the following:


	April 30, 2026			April 30, 2025

Accounts receivable	$	788,109		$	1,266,951
Less: allowance for expected credit losses		(61,366	)		–
Total	$	726,743		$	1,266,951

Schedule of income tax provision
	As of April 30,
	2025		2024
Federal
Current	$	310,699	$	64,869
Deferred		–		–
State
Current		42,859		–
Deferred		–		–
Income tax provision	$	353,558	$	64,869

For the years ended April 30, 2026 and 2025, there were $61,366 and $0 allowance of expected credit losses was recorded by the Company.

AsThe ofCompany ~~April~~generally 30conducts its business with creditworthy third parties. The Company determines, ~~2025~~on a continuing basis, the probable losses and ~~2024~~an allowance for expected credit losses, based on several factors including internal risk ratings, customer credit quality, payment history, historical bad debt/write-off experience and forecasted economic and market conditions. Accounts receivable are written off after exhaustive collection efforts occur and the ~~Company’s~~receivable ~~net~~is ~~deferred~~deemed ~~tax~~uncollectible. ~~assets~~In addition, receivable balances are asmonitored ~~follows:~~on an ongoing basis and its exposure to bad debts is not significant.

Schedule of deferred tax assets
	As of April 30,
	2025			2024
Deferred tax assets:
Net operating loss	$	102,611		$	46,969
Total deferred tax assets		102,611			46,969
Less: valuation allowance		(102,611	)		(46,969	)
Deferred tax assets, net	$	–		$	–

NOTE 5 — INVENTORIES

~~The~~Inventories ~~valuation~~comprised ~~allowance as~~ of ~~April 30, 2025 and 2024 was $102,611 and $46,969, respectively. In assessing~~ the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of April 30, 2025 and 2024. Up to six years since inception remain open for examination only by taxing authorities of US Federal and State of Nevada. The valuation allowance was attributed to Yijia Group Corp. which incurred a loss position.following:

Schedule of inventories
	April 30, 2026		April 30, 2025

Finished goods	$	105,613	$	44,247

For the years ended April 30, 2026 and 2025, no allowance for obsolete inventories was recorded by the Company.

NOTE 6 － ADVANCES TO VENDOR

Advances to vendor consisted of the following:

Schedule of advances to vendor
	For the Years ended April 30,
	2026		2025

Purchase deposit	$	–	$	158,802

F-15

ANOTE ~~reconciliation~~7－ INCOME ofTAX ~~the federal income tax rate to the Company’s effective tax rate at April 30, 2025 and 2024, consists of the following:~~EXPENSE

Schedule of reconciliation of income tax rate
	April 30,
	2025			2024
Statutory federal income tax rate		21.0%			21.0%
Deferred tax asset		(4.6%	)		20.3%
Change in valuation allowance		4.6%			(20.3%	)
Adjustment to current year taxes		4.6%			10.5%
Effective Tax Rate		25.6%			31.5%

The Company and its subsidiaries are subject to 21% federal corporate income tax rate in US and 6.5% New York state corporate income tax rate.

The ~~effective tax~~income ~~rate differs from the statutory~~ tax ~~rate~~provision ~~of 21%~~ for the years ended April 30, ~~2025~~2026 and ~~2024~~2025, ~~primarily~~consists ~~due~~of to the ~~adjustment to current year taxes and valuation allowance on the deferred tax assets.~~following:

NOTE 9 － RELATED PARTY BALANCES AND TRANSACTIONS

Schedule of income tax provision
	Years ended April 30,
	2026			2025

Federal
Current	$	5,382		$	310,699
Deferred		(12,887	)		–

State
Current		54,091			42,859
Deferred		(3,151	)		–

Income tax provision	$	43,885		$	353,558

~~Nature~~ As of ~~relationships~~April ~~with~~30, ~~related~~2026 ~~parties~~and 2025, the Company’s net deferred tax assets are as follows:

Name of related party Relationship with the Company Qiuping Lu (“Ms. Lu”) Chief Executive Officer and Director of the Company Ruiming Zhou (“Mr. Zhou”) Director of the Company Steve Niu (“Mr. Niu”) Chief Financial Officer of the Company Barry Sytner (“Mr. Sytner”) Former Director of the Company Triangle Accounting Inc. An entity controlled by Steve Niu

Schedule of deferred tax assets
	As of April 30,
	2026		2025

Deferred tax assets:
Net operating loss	$	–	$	102,611
Bad debt expense		16,038		–
Total deferred tax assets		16,038		102,611

Less: valuation allowance		–		(102,611	)
Deferred tax assets, net	$	16,038	$	–

~~Related~~The ~~party~~valuation ~~balances~~allowance ~~consisted~~for deferred tax assets as of April 30, 2026 and 2025 was $0 and $102,611, respectively. In assessing the ~~following:~~realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of April 30, 2025.

Schedule of related party balances
Name	Nature	As of April 30,
		2025		2024
Qiuping Lu	Amount due to a director	$	–	$	3,000

The valuation allowance as of April 30, 2025 was attributed to VitaNova Life Sciences Corporation which incurred a loss position.

From time to time, the Company’s directors advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.

On January 8, 2024, the Company granted 5,000 common stocks issuable per month in total of 60,000 common stocks to Mr. Niu at fair value of $0.05 per share, subject to vesting condition in completion of one year of service. For the years ended April 30, 2025 and 2024, the Company recognized share-based compensation in the amount of $2,000 and $1,000 respectively. As of April 30, 2025, the Company’s common stock issuable under share-based compensation totaled $3,000 for 60,000 shares.

On January 30, 2024, the Company issued 1,200,000 shares of common stock at a price of $0.05 per share for the proceeds of $60,000 from Ms. Lu and issued 2,201,200 shares of common stock at a price of $0.05 per share for the proceeds of $110,060 from Mr. Zhou. This Offering was closed on January 30, 2024.

F-16

InA ~~the~~reconciliation ~~ordinary course~~ of ~~business, for~~ the ~~years ended~~consolidated ~~April~~federal ~~30, 2025~~ and ~~2024,~~state statutory ~~the~~income ~~Company~~tax ~~has~~rate ~~been~~to ~~involved with transactions, either at cost or current market prices and on~~ the ~~normal commercial~~Company’s ~~terms~~effective ~~among~~tax ~~related~~rate ~~parties.~~as ~~The~~a ~~following~~percentage ~~table~~of ~~provides~~income ~~the~~before ~~transactions~~income ~~with~~taxes ~~these parties~~ for the years asended ~~presented (for~~April ~~the~~30, ~~portion~~2026 ofand ~~such~~2025, ~~years~~consists ~~that~~of ~~they~~the ~~were considered related)~~following:

Schedule of related party transactions
Schedule of reconciliation of income tax rate
Name		Nature		For the Years ended April 30,
	Years ended April 30,
				2025			2024
		2026						2025
Triangle Accounting Inc.		Professional fees		$	–		$	1,450
Statutory federal income tax rate		$	1,382			21.0%		$	252,904		21.0%
State statutory income tax rate, net of effect of state income tax deductible to federal income tax			38,866			590.6%			–		–
Deferred tax asset			–			–			(112,611	)	(9.3%	)
Change in valuation allowance			–			–			112,611		9.3%
Permanent difference			3,637			55.3%			–		–
Adjustment to current year taxes			–			–			100,654		8.3%
Effective income tax rate		$	43,885			666.9%		$	353,558		29.3%

~~Apart~~NOTE ~~from~~8 the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented.— SHAREHOLDERS’ EQUITY

~~NOTE~~Preferred ~~10 － CONCENTRATIONS OF RISK~~Stock

The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.001 per share, of which 3,000,000 shares of preferred stock have been designated as “Series A Preferred Stock.” Each share of Series A Preferred Stock shall entitle the holder to cast 20 votes, which votes shall be identical in all respects to, and counted on the same bases as, votes of shares of common stock and included in the totals for the common stock. Each share of Series A Preferred Stock is convertible at the option of the holder at any time into one share of common stock. The holders of Series A Preferred Stock shall not be entitled to receive dividends of any kind or be entitled to any liquidation preference. As of April 30, 2026 and 2025, no preferred stock has been issued and outstanding.

Common Stock

The Company is authorized to issue 200,000,000 shares of common stock, par value $0.001 per share, As of April 30, 2026 and 2025, 8,337,454 common stocks are issued and outstanding.

On January 8, 2024, the Company granted 1,667 common stocks issuable per month in total of 20,000 common stocks to the Chief Financial Officer (“CFO”) at fair value of $0.15 per share, subject to vesting condition in completion of one year of service. For the years ended April 30, 2026 and 2025, the Company recognized share-based compensation in the amount of $0 and $2,000, respectively. The shares have not been issued yet as of this reporting date.

On April 30, 2026, the Company’s Board of Directors granted 130,000 common stocks to the Company’s Chief Executive Officer (“CEO”) for her outstanding services rendered during the fiscal year ended April 30, 2026 at fair value of $1.38 per share. The Company recorded $179,400 stock compensation accordingly. The shares have not been issued yet as of this reporting date.

As of April 30, 2026, the Company had 20,000 shares to be issued to its CFO and 130,000 shares to be issued to its CEO.

F-17

NOTE 9 — RELATED PARTY BALANCES AND TRANSACTIONS

Nature of relationships with related parties

Name of related party		Relationship with the Company
Rose Kelly (“Ms. Kelly”)		Chief Executive Officer and Director of the Company
Robert M. Kelly (Mr. Robert”)		Family member of Ms. Kelly
Steve Niu (“Mr. Niu”)		Chief Financial Officer of the Company

On January 8, 2024, the Company granted 1,667 common stocks issuable per month in total of 20,000 common stocks to the Chief Financial Officer - Steve Niu, at fair value of $0.15 per share, subject to vesting conditions in completion of one year of service. For the years ended April 30, 2026 and 2025, the Company recognized share-based compensation in the amount of $0 and $2,000, respectively. As of April 30, 2026 and 2025, the Company’s common stock issuable under share-based compensation totaling $3,000 for 20,000 shares.

During the year ended April 30, 2026 and 2025, Mr. Robert received compensation of $12,000 and $0 for his service.

During the year ended April 30, 2026 and 2025, Ms. Kelly received compensation of $59,733 and $134,283 for her service.

During the year ended April 30, 2026 and 2025, Mr. Niu received compensation of $24,000 and $8,000 for his service.

NOTE 10 — CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a)

Cash

The Company maintains cash with banks in the United States of America (“USA”). Should any bank holding cash become insolvent, or if the Company is otherwise unable to withdraw funds, the Company would lose the cash with that bank; however, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. In the United States, the standard insurance amount is $250,000 per depositor in a bank insured by the Federal Deposit Insurance Corporation (“FDIC”).

Financial instruments that potentially subject the Company to significant concentrations of credit risk are cash. As of April 30, ~~2025~~2026 and ~~2024~~2025, $~~301~~627,~~267~~ 192 and $301,267 of the Company’s cash held by financial institutions were uninsured, respectively.

(ba) Major customers

For the years ended April 30, ~~2025~~2026 and ~~2024~~2025, the individual customers who ~~accounts~~accounted for 10% ~~or more~~ of the Company’s ~~revenues~~revenue and its outstanding accounts receivable ~~balances~~ asbalance at ~~year~~period-end ~~dates, are presented as follows~~date:

Schedule of concentrations risk
	For the Year ended April 30, 2025					April 30, 2025
	For the Year ended April 30, 2026					As of April 30, 2026
	Revenues		Percentage of revenues			Accounts receivable
Customer A	$	1345,~~072,230~~578		4011%		$	~~501~~188,~~512~~801
Customer B		972,168		37%			494,500
Customer D		724,484		24%			85,875
Customer C		374,880		14%			238,208
Customer E		587,010		19%			146,960
TOTAL	$	21,~~419~~657,~~278~~072		9154%	Total	$	1421,~~234,220~~636

	For the Year ended April 30, 2024					April 30, 2024
	Revenues		Percentage of revenues			Accounts receivable
Customer C	$	385,000		67%		$	–
Customer D		81,745		14%			–
TOTAL	$	466,745		81%	Total	$	–

F-17

The Company’s major customers are located in the People’s Republic of China, Hong Kong and the United States of America.

For the years ended April 30, 2025 and 2024, the following vendor accounted for 10% or more of our purchases:

Schedule of concentrations risk

For the Year ended April 30, 2025

April 30, 2025

Vendor

Purchases

Percentage of purchases

Accounts payable

Vendor A

966,422

86%

Total:

–

For the Year ended April 30, 2024

April 30, 2024

Vendor

Purchases

Percentage of purchases

Accounts payable

Vendor B

177,592

92%

Total:

–

The Company’s major vendor is located in the United States of America.

(d) Credit risk

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for expected credit losses based upon factors surrounding the credit risk of specific customers, historical trends and other information.

NOTE 11－ COMMITMENTS AND CONTINGENCIES

As of April 30, 2025 and 2024, the Company has no commitments or contingencies.

NOTE 12－ SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after April 30, 2025, up to the date that the audited consolidated financial statements were available to be issued.

On July 11, 2025, the Board of Directors of the Company approved a resolution to award 200,000 shares of the Company’s common stock to Chief Executive Officer Qiuping Lu. The award, valued at $36,000 based on the market price of $0.18 per share, was granted in recognition of her contributions to the Company.

F-18

	For the Year ended April 30, 2025					As of April 30, 2025
	Revenues		Percentage of revenues			Accounts receivable
Customer A	$	1,072,230		40%		$	501,512
Customer B		972,168		37%			494,500
Customer C		374,880		14%			238,208
TOTAL	$	2,419,278		91%	Total	$	1,234,220

(b)	Major vendors

For the years ended April 30, 2026 and 2025, the following vendor accounted for 10% or more of the Company’s purchases and its outstanding accounts payable balance at period-end date:

Schedule of concentrations risk
	For the Year ended April 30, 2026				As of April 30, 2026
Vendor	Purchases		Percentage of purchases		Accounts payable
Vendor A	$	891,350		41%	$	72,828
Vendor B		736,000		34%		–
Vendor C		317,800		15%		110,060
Vendor D		231,014		11%		–
TOTAL	$	2,176,164		100%	$	182,888

For the Year ended
April 30, 2025

As of April 30, 2025

Vendor

Purchases

Percentage
of purchases

Accounts
payable

Vendor A

966,422

86%

–

NOTE 11 — COMMITMENTS AND CONTINGENCIES

As of April 30, 2026 and 2025, the Company has no commitments or contingencies.

NOTE 12 — SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after April 30, 2026, up to the date that the consolidated financial statements were available to be issued.

F-19

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of our principal executive and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.

Management’s Annual Report on Internal ~~Controls~~Control ~~over~~Over Financial ~~Disclosure Controls and Procedures~~ Reporting

Management is ~~responsible~~ responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of April 30, ~~2025~~2026 using the criteria established in “Internal Control - Integrated Framework” issued in 2013 by the Committee of Sponsoring Organizations of the Tread way Commission ("“COSO"”). Based on this evaluation, management concluded that our internal control over financial reporting was not effective at the reasonable assurance level as of April 30, 2026, due to the material weaknesses described below.

A material weakness is a a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of April 30, ~~2025~~2026, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1. We do not have an Audit Committee –- While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. 2. We did not maintain appropriate cash controls – As of April 30, 2025, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts. 3. We did not implement appropriate information technology controls – As of April 30, 2025, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

1418

Insufficient qualified accounting personnel and resources possessing the requisite knowledge of U.S. GAAP for daily accounting operations, payroll administration, and financial reporting.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of April 30, ~~2025~~2026 based on criteria established in Internal Control- Integrated Framework issued by COSO.

System of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting ~~during~~for the ~~quarterly~~quarter ~~period~~ended ~~covered~~April by30, ~~this~~2026 ~~report~~ that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Remediation efforts to address material weaknesses in internal controls over financial reporting

Management intends to remediate these material weaknesses by evaluating the appointment of additional directors with appropriate financial expertise, and engaging or hiring additional qualified accounting personnel. The material weaknesses will not be considered remediated until the applicable controls have been implemented, have operated for a sufficient period of time and have been tested and determined to operate effectively. There can be no assurance that these remediation efforts will be completed within a specific period or will be sufficient to remediate the material weaknesses.

Item 9B. Other Information.

During the fiscal quarter ended April 30, ~~2025~~2026, no director or officer adopted or terminated any 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 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

1519

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth ~~information~~the ~~regarding~~name, age and ~~the~~position ~~members~~of each of our ~~Board~~directors and ~~our~~ executive officers as of the date of filing of this Form on 10-K:

Name	Age	Position	~~Year Commenced~~
Qiuping Lu	53	Chief Executive Officer, President and Director	2023
Rose Kelly (formerly known as Qiuping Lu)	54	Chief Executive Officer, President and Director
Ruiming Zhou	57	Director	2023
Steve Niu	63	Chief Financial Officer and Director
Steve Niu	62	Chief Financial Officer	2024

Executive Officers and Directors

~~Qiuping~~Rose LuKelly has ~~been~~served as our President, Chief ~~Executive~~ Executive Officer, and ~~Director~~a member of our Board of Directors since September 2023. Prior to joining the Company, Ms. LuKelly served as ~~the~~ Chief Executive Officer and Chief Financial Officer of China Herb Group Holdings ~~between~~from 2014 ~~and~~to 2019.

~~Ruiming~~Steve ~~Zhou~~Niu has ~~been~~served as our Chief Financial Officer since January 2024 and as a ~~Director~~member of our Board of Directors since ~~September~~ ~~2023~~February 2026. MrDr. ~~Zhou~~Niu ~~graduated~~has ~~from~~served ~~the~~as ~~First~~President ~~Vocational~~of Triangle ~~School~~Accounting, ofInc. Basince ~~Meng~~2001, ~~Inner~~where ~~Mongolia~~he specializes in U. ~~Since~~S. ~~June~~federal ~~2017~~and state taxation, heinternational taxation, and foreign income tax consulting. He has ~~been~~also ~~serving~~served as a ~~director~~professor at ~~Shandong~~Shaw ~~Tengjunxiang~~University ~~Biotechnology~~since Co2001., ~~Ltd~~Dr. Niu received a Ph.D. in Computer Information Systems in 2001 and a Master's degree in Computer Information Systems in 1998 from Carleton University in Canada. He received a Bachelor's degree in Mining Engineering from Xi'an University of Science and Technology in 1984.

~~Steve~~Compliance ~~Niu~~with ~~has been our Chief Financial~~Section ~~Officer~~16(a) ~~since~~of ~~January 2024. Dr. Steve Niu has served as~~ the ~~President~~Securities ofExchange ~~Triangle~~Act Accounting, Inc. since 2001. He specializes in U.S. federal and state taxation, international taxation, and foreign income consulting. He has also been a professor at Shaw University since 2001. He earned his Ph.D. and Master’s degree in Computer Information Systems from Carleton University, Canada, in 2001 and 1998, respectively. In 1984, he graduated from Xi’an University of ~~Science and Technology with a Bachelor’s degree in Mining Engineering.~~1934

~~Compliance~~Our ~~with~~common stock is not registered pursuant to Section 12 of the Exchange Act. Accordingly, our executive officers and directors and persons who own more than ~~16(~~10% of a) registered class of our equity securities are not subject to the ~~Securities~~beneficial ~~Exchange~~ownership ~~Act~~reporting requirements of ~~1934~~Section 16(a) of the Exchange Act.

~~Our~~Code ~~common stock is not registered pursuant to Section 12~~ of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our executive officers and directors and persons who own more than 5% of a registered class of our equity securities are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.Ethics

~~Code~~We have not adopted a written code of ~~Ethics~~business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our management team currently consists of two individuals, who also serve as our only directors, and our operations remain limited in scope. In light of the small size of our management and our limited resources, our Board has determined that a formal written code of ethics is not necessary at this time and that the cost and administrative burden of adopting and maintaining one are not currently justified. Our directors and officers are nonetheless committed to conducting our business honestly, ethically, and in compliance with applicable laws. We intend to adopt a written code of business conduct and ethics as our management team and operations grow, and to make it available as required by applicable rules at that time.

~~Our~~ Board ~~has~~Leadership ~~not~~Structure ~~adopted a written code of business conduct~~ and ~~ethics.~~Risk Oversight

Our Board ~~Leadership~~has ~~Structure~~responsibility for the oversight of our risk management processes and, ~~Risk~~either ~~Oversight~~as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board and members of senior management to enable our Board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic and reputational risk.

Our Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic and reputational risk.20

16Committees of the Board of Directors

~~Committees~~We have not yet established Compensation, Audit, and Nominations and Corporate Governance committees nor do we have an Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act. Currently, the functions of these committees are performed by our entire Board of Directors. We hope to establish these committees and appoint an Audit Committee financial expert as our business develops.

WeFamily have not yet established Compensation, Audit, and Nominations and Corporate Governance committees nor do we have an Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act. Currently, the functions of these committees are performed by our entire Board of Directors. We hope to establish these committees and appoint an Audit Committee financial expert as our business develops.Relationships

~~Family~~We ~~Relationships~~currently do not have any of our officers or directors who are related to each other.

WeCorporate ~~currently do not have any of our officers or directors who are related to each other.~~Governance

~~Corporate~~There ~~Governance~~have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.

~~There~~Involvement ~~have been no changes~~ in ~~any~~Certain ~~state~~Legal law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.Proceedings

~~Involvement~~Except inas ~~Certain~~disclosed ~~Legal~~below, ~~Proceedings~~to our knowledge, none of our current directors or executive officers has, during the past ten (10) years:

~~Except~~· asbeen ~~disclosed~~convicted ~~below,~~in a criminal proceeding or been subject to ~~our~~a ~~knowledge~~pending criminal proceeding (excluding traffic violations and other minor offenses); · had any bankruptcy petition filed by or against the business or property of the person, ~~none~~ or of ~~our~~any ~~current~~partnership, ~~directors~~corporation or business association of which he was a general partner or executive ~~officers~~officer, either at the time of the bankruptcy filing or within two (2) years prior to that time; · been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; · been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, ~~during~~suspended, or vacated; · been the ~~past~~subject ~~ten~~of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (10not including any settlement of a civil proceeding among private litigants), ~~years:~~relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or · been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

· been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); · had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time; · been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; · been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; · been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or · been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.21

17Indemnification and Limitation on Liability of Directors

~~Indemnification~~The Company’s articles of incorporation and ~~Limitation~~bylaws onprovide ~~Liability~~that, to the fullest extent permitted by the laws of the State of Nevada, any officer or director of the Company, who ~~Directors~~was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to serve at the request of the Company as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, partner or manager or similar capacity) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity. For the avoidance of doubt, the foregoing indemnification obligation includes, without limitation, claims for monetary damages against Indemnitee to the fullest extent permitted under Section 78.7502 of the Nevada Revised Statutes as in existence on the date hereof.

The ~~Company’s~~indemnification ~~articles~~provided ofshall ~~incorporation~~be from and ~~bylaws~~against ~~provide~~expenses ~~that,~~(including toattorneys’ ~~the~~fees), ~~fullest~~judgments, ~~extent~~fines ~~permitted~~and byamounts ~~the~~paid ~~laws~~in ofsettlement ~~the~~actually ~~State~~and ofreasonably ~~Nevada,~~incurred ~~any~~by the ~~officer~~indemnitee or ~~director~~on of the ~~Company,~~indemnitee’s ~~who~~behalf ~~was or~~in isconnection awith ~~party~~such ~~or is threatened to be made a party to any threatened, pending or completed~~ action, suit or proceeding, ~~whether~~and ~~civil,~~any ~~criminal~~appeal therefrom, ~~administrative~~ orbut ~~investigative,~~shall only bybe ~~reason~~provided ofif the ~~fact~~indemnitee ~~that~~acted hein orgood ~~she~~faith isand orin ~~was or has agreed to serve at the request of the Company as~~ a ~~director,~~manner ~~officer, employee or agent of~~ the ~~Company,~~indemnitee orreasonably ~~while~~believed ~~serving~~to asbe ain ~~director~~ or ~~officer~~not ofopposed ~~the Company, is or was serving or has agreed~~ to ~~serve at~~ the best ~~request~~interests of the Company ~~as a director~~, ~~officer~~and, ~~employee~~with orrespect ~~agent~~to ~~(which,~~any ~~for~~criminal ~~purposes hereof~~action, ~~shall~~suit ~~include a trustee, partner~~ or ~~manager or similar capacity) of another corporation~~proceeding, ~~partnership,~~had ~~joint~~no ~~venture,~~reasonable ~~trust,~~cause ~~employee benefit plan or other enterprise, or by reason of any action alleged~~ to ~~have~~believe ~~been taken or omitted in such capacity. For~~ the ~~avoidance of doubt, the foregoing~~indemnitee’s ~~indemnification~~conduct ~~obligation~~was ~~includes, without limitation, claims for monetary damages against Indemnitee to the fullest extent permitted under Section 78~~unlawful.~~7502 of the Nevada Revised Statutes as in existence on the date hereof.~~

~~The~~At ~~indemnification~~present, ~~provided~~there ~~shall~~is beno ~~from~~pending ~~and~~litigation ~~against~~or ~~expenses~~proceeding ~~(including~~involving ~~attorneys’~~any ~~fees)~~of our directors, ~~judgments~~officers, ~~fines~~employees ~~and~~or ~~amounts~~agents ~~paid~~where inindemnification ~~settlement~~will ~~actually~~be ~~and~~required ~~reasonably~~or ~~incurred~~permitted. ~~by the indemnitee~~Insofar oras onindemnification ~~the~~for ~~indemnitee’s~~liabilities ~~behalf~~arising inunder ~~connection~~the ~~with~~Securities ~~such~~Act ~~action,~~may ~~suit~~be orpermitted ~~proceeding~~to ~~and~~our ~~any appeal therefrom~~directors, ~~but~~officers ~~shall~~and ~~only~~controlling ~~be provided~~persons ifpursuant to the ~~indemnitee~~foregoing ~~acted~~provisions, inor ~~good~~otherwise, ~~faith~~we ~~and~~have inbeen aadvised ~~manner~~that ~~the indemnitee reasonably believed to be~~ in ~~or not opposed to~~ the ~~best~~opinion ~~interests~~ of the ~~Company,~~SEC ~~and,~~such ~~with~~indemnification ~~respect~~is toagainst public ~~any~~policy ~~criminal~~as ~~action,~~expressed ~~suit~~in orthe ~~proceeding,~~Securities ~~had~~Act noand ~~reasonable~~is, ~~cause~~therefore, ~~to believe the indemnitee’s conduct was unlawful~~unenforceable.

AtInsider ~~present,~~Trading ~~there~~Policy is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification will be required or permitted. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

~~Insider~~We ~~Trading~~do ~~Policy~~not maintain insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations applicable to us. We have failed to do so due to limited number of members of management and limited resources. We intend to adopt an insider trading policy in the near future.

WeItem do not maintain insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations applicable to us11. WeExecutive ~~have failed to do so due to limited number of members of management, limited resources, and the lack of equity awards granted to management~~Compensation. ~~We intend to adopt an insider trading policy in the near future.~~

~~Item~~The ~~11.~~following tables ~~Executive~~set ~~Compensation.~~forth certain information about compensation paid, earned or accrued for services by our current and former executive officers as of April 30, 2026 and 2025:

~~The~~Summary ~~following tables~~Compensation ~~set forth certain information about compensation paid, earned or accrued for services by our current and former executive officers as of April 30, 2025 and 2024:~~Table

Summary Compensation Table

Name and principal position	Year ended April 30th	Salary ($)		Stock Awards ($)			Total ($)
Rose Kelly, President, Chief Executive Officer and Director ⁽¹⁾	2025	$	134,283	$	–		$	134,283
	2026	$	59,733	$	179,400	⁽³⁾	$	239,133
Steve Niu, Chief Financial Officer and Director ⁽²⁾	2025	$	8,000	$	2,000		$	10,000
	2026	$	24,000	$	–		$	24,000

Name and principal position		Year ended April 30th	Salary ($)		Stock Compensation ($)		Total ($)
(1)	Ms. Kelly was appointed as Chief Executive Officer, President, Chief Financial Officer and Director in September 2023. She resigned as Chief Financial Officer in January 2024.
Qiuping Lu, President, Chief Executive Officer and Director (1)		2025	$	134,283	$	–	$	134,283
(2)	Mr. Niu was appointed as Chief Financial Officer in January 2024.
		2024	$	42,724	$	–	$	42,724
(3)	On July 11, 2025, the Board approved an award of 200,000 shares of common stock to Ms. Lu, subject to execution of an award agreement and satisfaction of the applicable condition. Before the award became effective and before the applicable condition was satisfied, the Board rescinded its approval of the award. No award agreement was executed, no shares were issued, and Ms. Kelly acquired no rights under the proposed award. Accordingly, no amount relating to the proposed award is included in the “Stock Awards” column, and no such award remained outstanding as of April 30, 2026.
Steve Niu, Chief Financial Officer (2)		2025	$	8,000	$	2,000	$	10,000
		2024	$	–	$	1,000	$	1,000
Xianchang Ma, former Chief Executive Officer, President,		2025	$	–	$	–	$	–
Chief Financial Officer and Director (3)		2024	$	–	$	–	$	–
Barry Sytner, former Chief Executive Officer and Director (4)		2025	$	–	$	–	$	–
		2024	$	–	$	–	$	–

(1)	Ms. Lu was appointed as Chief Executive Officer, President, Chief Financial Officer and Director in September 2023. She resigned as Chief Financial Officer in January 2024.
(2)	Mr. Niu was appointed as Chief Financial Officer in January 2024.
(3)	Mr. Ma became Chief Executive Officer, President, Chief Financial Officer and Director in June 2023 and served until he passed away on August 3, 2023.
(4)	Mr. Sytner became Chief Executive Officer, President, Chief Financial Officer and Director in July 2021 and resigned from all of his positions at the Company in June 2023.

18Outstanding Equity Awards at Fiscal Year-End table

~~Equity~~On ~~Awards~~January 8, 2024, the Company granted 1,667 common stocks issuable per month in total of 20,000 common stocks to the Chief Financial Officer (“CFO”) at fair value of $0.15 per share, subject to vesting condition in completion of one year of service. For the years ended April 30, 2026 and 2025, the Company recognized share-based compensation in the amount of $0 and $2,000, respectively. As of April 30, 2026, no shares of common stock have been issued.

AOn ~~total~~April of30, 602026,~~000~~ ~~shares~~the ofCompany’s ~~common~~Board ~~stock~~of Directors ~~are~~granted ~~authorized to~~130,000 becommon ~~issuable~~stocks to the Company’s Chief ~~Financial~~Executive Officer of(“CEO”) for her outstanding services rendered during the ~~Company,~~fiscal ~~Steve~~year ~~Niu~~ended April 30, ~~under~~2026 at fair value of $1.38 per share~~-based~~. The Company recorded $179,400 stock compensation accordingly. As of April 30, ~~2025~~2026, no shares of common stock have been issued.

~~Employment~~Except ~~Agreements~~as disclosed above, during fiscal year 2026, we did not grant equity awards to any of our named executive officers.

WeEmployment ~~do not have any employment or consulting agreements with our officers or directors.~~Agreements

~~Stock~~We ~~Incentive~~do ~~Plan~~not have any employment or consulting agreements with our officers or directors.

WeEmployee doPension, ~~not~~Profit ~~have~~Sharing ~~any~~or ~~stock~~other ~~incentive plans.~~Retirement Plans

~~Employee~~We ~~Pension~~do not have a defined benefit, ~~Profit~~pension ~~Sharing~~plan, profit sharing or other ~~Retirement Plans~~retirement plan, although we may adopt one or more of such plans in the future.

WeGranting doof ~~not~~Certain ~~have~~Equity aAwards ~~defined~~Close ~~benefit, pension plan, profit~~in ~~sharing~~Time orto ~~other~~the ~~retirement~~Release ~~plan, although we may adopt one or more~~ of ~~such~~Material ~~plans~~Nonpublic ~~in the future.~~Information

~~Granting~~In accordance with Item 402(x) of ~~Certain~~Regulation ~~Equity~~S-K, we ~~Awards~~are ~~Close~~providing information regarding our procedures related to the grant of certain equity awards close in ~~Time~~time to the release of material non-public information. Although we do not have a formal policy, program, or plan that requires us to award equity or equity-based compensation on specific dates, we do not grant equity awards in anticipation of the ~~Release~~release of ~~Material~~material ~~Nonpublic~~nonpublic ~~Information~~information that is likely to result in changes to the price of our common stock, and do not time the public release of such information based on award grant dates. During the last completed fiscal year, we have not made awards to any named executive officer or director during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

InDirector accordance with Item 402(x) of Regulation S-K, we are providing information regarding our procedures related to the grant of certain equity awards close in time to the release of material non-public information. Although we do not have a formal policy, program, or plan that requires us to award equity or equity-based compensation on specific dates, we do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not time the public release of such information based on award grant dates. During the last completed fiscal year, we have not made awards to any named executive officer or director during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.Compensation

~~Director~~The following table provides information regarding the total compensation that was earned by or paid to each person who served as our directors during the fiscal year ended April 30, 2026. Ms. Rose Kelly and Mr. Steve Niu are not included in the table below as their compensation information is provided in the “Summary Compensation Table” above.

The following table provides information regarding the total compensation that was earned by or paid to each person who served as our directors during the year ended April 30, 2025. Ms. Qiuping Lu, Mr. Xianchang Ma and Barry Sytner are not included in the table below as their compensation information is provided in the “Summary Compensation Table” above.

Name

Fees earned or paid in cash

($)

Stock awards

($)

Option awards

($)

Non-equity incentive plan compensation

($)

Nonqualified deferred compensation earnings

($)

All other compensation

($)

Total

($)

Ruiming Zhou ⁽¹⁾

–

Name

Fees earned or paid in cash ($)

Stock awards ($)

Option awards ($)

Non-equity incentive plan compensation ($)

Nonqualified deferred compensation earnings ($)

All other compensation ($)

Total ($)

Ruiming Zhou (1)

–

(1)	Mr. Zhou became a director of the Company in September 2023 and resigned from the Board, effective March 12, 2026.

~~(1) Mr. Zhou became a director of the Company in September 2023.~~23

19Item 12. Security Ownership of Certain Beneficial Owners and Management and related Stockholder Matters.

~~Item~~The ~~12.~~following ~~Security~~table ~~Ownership~~sets forth information as of ~~Certain~~July ~~Beneficial~~28, 2026 regarding the beneficial ownership of the Company’s common stock by each of its executive officers and directors, ~~Owners~~individually and ~~Management~~as a group and ~~related~~by ~~Stockholder~~each ~~Matters~~person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrants or options held by that person. Unless otherwise indicated, the principal address of the named officers, directors and 5% stockholders of the Company is c/o 39 E Broadway, Suite 603, New York, NY 10002.

The following table sets forth information as of July 24, 2025 regarding the beneficial ownership of the Company’s common stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrants or options held by that person. Unless otherwise indicated, the principal address of the named officers, directors and 5% stockholders of the Company is c/o 39 E Broadway, Suite 603, New York, NY 10002.

Name of Beneficial Owner	Position	Number of Shares Beneficial Owned		Percent of class ⁽¹⁾
Rose Kelly⁽²⁾	President, Chief Executive Officer and Director		546,250		6.4512%
Steve Niu⁽³⁾	Chief Financial Officer and Director		20,000		*
Officers and Directors as a Group (total of 2 persons)			566,250		6.6905%

5%+ Stockholders
Ruiming Zhou	Former Director		733,740		8.8005%
Huanai Gao			707,074		8.4807%
Shuxin Zhang			667,914		8.0110%
Huaping Lu			666,667		7.9961%
Lingtao Zeng			533,334		6.3968%
Na Wang			533,334		6.3968%
Fenfen Li			1,238,280		14.8520%
Caihong Qu			1,688,750		20.2550%
Meilin Chu			666,667		7.9961%

Name of Beneficial Owner		Position	Amount of Shares Beneficial Owned		Percent of class (1)
*	Less than 1%
Qiuping Lu		President, Chief Executive Officer and Director		1,248,750		4.99%
(1)	Percentages are based on 8,337,454 shares of common stock outstanding as of July 28, 2026. Shares that a person has the right to acquire within 60 days after July 28, 2026 are deemed outstanding for purposes of calculating that person’s percentage ownership, but not for purposes of calculating any other person’s percentage ownership.
Ruiming Zhou		Director		2,201,220		8.80%
(2)	Includes 130,000 shares of common stock that Ms. Kelly has the right to acquire within 60 days after July 28, 2026 pursuant to an award under the 2025 Equity Incentive Plan.
Steve Niu		Chief Financial Officer		–		–%
(3)	Includes 20,000 shares of common stock that Mr. Niu has the right to acquire within 60 days after July 28, 2026 pursuant to an award under the 2025 Equity Incentive Plan.
Officers and Directors as a Group (total of 2 persons)				3,449,970		13.79%
5%+ Stockholders
Huaping Lu				2,000,000		8.00%
Lingtao Zeng				1,600,000		6.40%
Na Wang				1,600,000		6.40%
Fenfen Li				3,714,840		14.85%
Caihong Qu				5,066,250		20.26%
Meilin Chu				2,000,000		8.00%

*	Less than 1%
(1)	Based upon 25,012,270 shares outstanding as of July 24, 2025.

Changes in Control

~~Changes~~There are no arrangements, to our knowledge, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in ~~Control~~a change in control of the Company.

~~There~~Securities ~~are~~Authorized noFor ~~arrangements,~~Issuance toUnder ~~our knowledge, including~~Equity ~~any~~Compensation ~~pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.~~Plans

~~Item~~On 13November 5, 2025, our board of directors and stockholders approved the 2025 Equity Incentive Plan (the “2025 Plan”). ~~Certain~~The ~~Relationships~~2025 Plan authorizes the grant of incentive stock options, non-qualified stock options, and ~~Related~~restricted ~~Transactions~~stock to our directors, officers, employees, and consultants and advisors; incentive stock options may be granted only to employees. A maximum of 5,000,000 shares of our capital stock, consisting of up to 4,000,000 shares of common stock and up to 1,000,000 shares of Series A Preferred Stock, is reserved for issuance under the 2025 Plan, subject to adjustment for stock splits, recapitalizations, and similar events. Shares underlying awards that expire, are forfeited, or are cancelled become available again for issuance. To reflect the Company’s 1-for-3 reverse stock split effected in January 2026, the number of shares of common stock reserved for issuance under the 2025 Plan was proportionately adjusted from 4,000,000 shares to 1,333,334 shares, and the number of shares of Series A Preferred Stock reserved for issuance under the 2025 Plan was proportionately adjusted from 1,000,000 shares to 333,334 shares, in each case with the resulting fractional share rounded up to the nearest whole share pursuant to the adjustment provisions of the 2025 Plan.

~~The Company has been provided free office space by its stockholder. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.~~24

~~From~~The ~~time~~2025 Plan is administered by our Board of Directors or a Compensation Committee to ~~time,~~which the ~~stockholder~~Board delegates authority. The exercise price of any option may not be less than 100% ~~and~~of ~~director~~the fair market value of the ~~Company~~underlying ~~advanced~~share ~~funds~~on the grant date (110% for an incentive stock option granted to ~~the~~a ~~Company~~holder of more than 10% of our voting power). No option is exercisable more than ten years after grant (five years for ~~working~~such ~~capital~~a ~~purpose~~greater-than-10% holder). ~~Those~~Unless the ~~advances~~administrator ~~are~~provides ~~unsecured~~otherwise, ~~non-interest~~options ~~bearing~~vest in three equal annual installments on the first three anniversaries of the grant date. The administrator may accelerate vesting of outstanding options and ~~due~~restricted stock upon a change in control. No awards may be granted on ~~demand~~or after the tenth anniversary of the effective date. The Board may amend, suspend, or terminate the 2025 Plan, subject to stockholder approval for specified changes and to preservation of outstanding award holders’ rights.

~~Apart~~The ~~from~~following ~~the~~table ~~transactions and~~provides ~~balances~~certain ~~detailed~~information with ~~elsewhere~~respect into ~~these~~our ~~accompanying~~2025 ~~financial~~equity ~~statements,~~incentive ~~the~~plan ~~Company~~as ~~has~~of noApril ~~other~~30, ~~significant or material related party transactions during the years presented~~2026.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

(a)

Weighted-average exercise price of outstanding options, warrants and rights

(b)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

(c)

Equity compensation plans approved by security holders

150,000

⁽¹⁾

–

⁽¹⁾

1,516,668

⁽²⁾

Equity compensation plans not approved by security holders

–

Total

150,000

–

1,516,668

~~Director~~(1)Column ~~Independence~~(a) includes 130,000 shares underlying stock awards granted to the Company’s Chief Executive Officer and 20,000 shares underlying stock awards granted to the Company’s Chief Financial Officer that had vested but had not been issued as of April 30, 2026. These awards have no exercise price and therefore are not reflected in column (b).

We(2) ~~have~~Includes adopted standards for director independence that correspond to NASDAQ listing standards and SEC rules. An “independent director” means a person who is not an officer or employee of the Company or its subsidiaries1, ~~or any other individual having a relationship that~~183,334 inshares ~~the opinion~~ of ~~the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. To be considered~~common ~~independent,~~stock ~~the~~and ~~Board must affirmatively determine that neither the director~~333,334 ~~nor~~shares ~~any member~~ of ~~his~~Series orA ~~her~~Preferred ~~immediate~~Stock ~~family,~~reserved ~~has~~for ~~had any~~future ~~direct~~issuance ~~or indirect material relationship with the Company within the previous three years. In addition, to be considered “independent”~~ under ~~SEC~~our ~~rules,~~2025 ~~each member of the Audit Committee may not accept, directly or indirectly, any consulting, advisory, or other compensatory fee from us, other than compensation for his or her services as a director~~Plan.

~~The~~Item ~~Board~~13. ~~considered~~Certain ~~relationships, transactions~~Relationships and~~/or~~ ~~arrangements~~Related ~~with each of the directors and concluded that none of the non-employee directors~~Transactions, ~~or any of his or her~~and ~~immediate~~Director ~~family members, has any relationship with us that would impair his or her independence~~Independence. ~~The Board has determined that each member of the Board, is not an independent director under applicable NASDAQ listing standards and SEC rules.~~

~~Item~~The 14Company has been provided free office space by its stockholder. ~~Principal~~The ~~Accountant~~management ~~Fees~~determined that such cost is nominal and ~~Services~~did not recognize the rent expense in its financial statements.

~~During~~From ~~the~~time ~~year ended~~to ~~April 30~~time, ~~2025~~the stockholder and ~~2024,~~director weof ~~engaged~~the ~~Simon~~Company &advanced ~~Edward,~~funds ~~LLP~~to ~~(“S&E”) as~~ the Company’s ~~independent~~for ~~registered~~working capital purpose. Those advances are unsecured, non-interest ~~public~~bearing ~~accounting~~and ~~firm~~due on demand.

~~For~~Except for the ~~years~~compensation ~~ended~~arrangements ~~April~~with ~~30,~~our ~~2025~~directors and executive officers described under “Executive Compensation,” and the transactions disclosed above since May 1, 2024, wethere ~~incurred~~have ~~fees~~been no transactions, asand ~~discussed~~there ~~below:~~ are no currently proposed transactions, in which the Company was or is to be a participant, the amount involved exceeded the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and any related person had or will have a direct or indirect material interest.

	Fiscal Years ended April 30,
	2025		2024
Audit Fees(1)	$	20,000	$	20,000
Audit-Related Fees(2)	$	–	$	–
Tax Fees	$	–	$	–
All Other Fees	$	–	$	–

Procedures for Approval of Related Party Transactions

(1)	Audit fees consist of fees relating to the audit of the Company’s annual consolidated financial statements and reviews of interim condensed consolidated financial statements.
(2)	Audit-related fees consisted of reviews of the Company’s registration statements, consents, and the completion of comfort letter procedures associated with the Company’s securities offerings.

Our Board is charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.

Our Board of Directors has not yet adopted pre-approval policies and procedures but considers all matters brought before it. We expect to adopt such policies and procedures after the formation of our Audit Committee.25

21Director Independence

~~PART~~Although IVour common stock is quoted on the OTCID Basic Market and we are not subject to the Nasdaq Stock Market’s listing standards, our Board has elected to evaluate director independence using the independence standards set forth in Nasdaq Listing Rule 5605(a)(2). Under those standards, an “independent director” is a person who is not an executive officer or employee of the Company and who, in the opinion of the Board, has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

~~Item~~In 15evaluating the independence of each director, the Board considered all relevant relationships, transactions and arrangements between each director, or any member of the director’s family, and the Company and its subsidiaries. ~~Exhibits;~~Based ~~Financial~~on ~~Statement~~this ~~Schedules~~review, the Board determined that none of its current directors qualifies as independent under the Nasdaq independence standards. The Board also determined that Ruiming Zhou, who served as a director during the fiscal year, did not qualify as independent under those standards.

~~The~~Item ~~following~~14. ~~documents~~Principal ~~are~~Accountant ~~filed~~Fees asand ~~part of this Annual Report:~~Services.

1.During the ~~Financial~~fiscal ~~Statements:~~year ~~The~~ended ~~following~~April ~~Financial~~30, ~~Statements~~2026 and ~~Supplementary~~2025, ~~Data~~we ofengaged ~~Yijia~~Simon ~~Group~~& ~~Corp.~~Edward, ~~and~~LLP ~~the~~(“S&E”) ~~Report~~as ofthe ~~Independent~~Company’s independent ~~Registered~~registered ~~Public~~public ~~Accounting~~accounting ~~Firm included in Part II, Item 8:~~firm.

·For ~~Consolidated Balance Sheets at April 30, 2025 and 2024; · Consolidated Statements of Operations and Other Comprehensive Income for~~ the years ended April 30, ~~2025~~2026 and ~~2024; · Consolidated Statements of Changes in Shareholders’ Equity for the years ended April 30~~2025, ~~2025~~we ~~and~~incurred ~~2024; · Consolidated Statements of Cash Flows for the years ended April 30~~fees, ~~2025~~as ~~and~~discussed ~~2024; and · Notes to Financial Statements.~~below:

2. Exhibits:

	Fiscal Years ended April 30,
	2026		2025
Audit Fees⁽¹⁾	$	43,500	$	43,500

Audit-Related Fees⁽²⁾	$	–	$	–

Tax Fees	$	–	$	–

All Other Fees	$	–	$	–

Exhibit No.		Description
(1)	Audit fees consist of fees relating to the audit of the Company’s annual consolidated financial statements and reviews of interim condensed consolidated financial statements.
3.1		Articles of Incorporation (incorporated by reference to Form S-1 filed on June 14, 2017)
(2)	Audit-related fees consisted of reviews of the Company’s registration statements, consents, and the completion of comfort letter procedures associated with the Company’s securities offerings.
3.2		Certificate of Amendment to the Articles of Incorporation (incorporated by reference to Form 8-K filed on November 26, 2018)
3.3		Bylaws (incorporated by reference to Form S-1 filed on June 14, 2017)
10.1		Consultant Agreement with SBV Workforce Management (incorporated by reference to Form 8-K filed on February 16, 2022)
10.2		Consultant Agreement with Care365 LLC (incorporated by reference to Form 8-K filed on February 16, 2022)
10.3		Form of the Purchase Agreement Pursuant to Regulation D under the Securities Act (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 5, 2024)
10.4		Form of the Purchase Agreement Pursuant to Regulation S under the Securities Act (incorporated by reference to Exhibit 10.2 to Form 8-K filed on February 5, 2024)
21.1		List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Form 10-K filed on July 29, 2024)
24.1*		Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)
31.1*		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer and President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		Interactive Data Files
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Our ~~Filed~~Board ~~herewith.~~of **Directors has ~~Furnished herewith and~~ not toyet beadopted ~~incorporated~~pre-approval bypolicies ~~reference~~and ~~into~~procedures ~~any~~but ~~filing~~considers ofall ~~Yijia~~matters ~~Group~~brought ~~Corp~~before it. ~~under~~We ~~the~~expect ~~Securities~~to ~~Act~~adopt orsuch ~~the~~policies and ~~Exchange~~procedures ~~Act whether made before or~~ after the ~~date~~formation of ~~this~~our ~~Annual~~Audit ~~Report~~Committee.

~~Item 16. Form 10-K Summary.~~26

~~None.~~PART IV

22Item 15. Exhibits; Financial Statement Schedules.

~~SIGNATURES~~The following documents are filed as part of this Annual Report:

~~Pursuant~~1. toFinancial ~~the~~Statements: ~~requirements~~The offollowing ~~Section~~Financial 13Statements orand ~~15(d) of~~Supplementary ~~the~~Data ~~Securities Exchange Act~~ of ~~1934,~~VitaNova ~~the~~Life ~~Registrant~~Sciences ~~has~~Corporation ~~duly~~and ~~caused~~the ~~this~~Report ~~report~~of toIndependent beRegistered ~~signed~~Public onAccounting ~~its~~Firm ~~behalf~~included byin ~~the~~Part ~~undersigned~~II, ~~thereunto duly~~Item ~~authorized on July 24, 2025.~~8:

~~YIJIA~~· ~~GROUP~~Consolidated ~~CORP.~~Balance ~~By:~~Sheets ~~/s/~~at ~~Qiuping~~April Lu30, ~~Qiuping~~2026 Luand 2025; · Consolidated Statements of Operations and Other Comprehensive Income for the years ended April 30, ~~Chief~~2026 ~~Executive~~and ~~Officer~~2025; · Consolidated Statements of Changes in Shareholders’ Equity for the years ended April 30, ~~President~~2026 and ~~Director~~2025; · Consolidated Statements of Cash Flows for the years ended April 30, 2026 and 2025; and · Notes to Financial Statements.

Name	Position	Date
/s/ Qiuping Lu	Chief Executive Officer, President and Director	July 24, 2025
Qiuping Lu	(Principal Executive Officer)
/s/ Steve Niu	Chief Financial Officer	July 24, 2025
Steve Niu	(Principal Financial and Accounting Officer)
/s/ Ruiming Zhou	Director	July 24, 2025
Ruiming Zhou

2.	*Exhibits*:

Exhibit No.		Description
3.1		Articles of Incorporation (incorporated by reference to Form S-1 filed on June 14, 2017)
3.2		Certificate of Amendment to the Articles of Incorporation (incorporated by reference to Form 8-K filed on November 26, 2018)
3.3		Certificate of Amendment, dated January 9, 2026 (incorporated by reference to Form 8-K filed on January 13, 2026)
3.4		Certificate of Amendment, dated November 12, 2025 (incorporated by reference to Form 8-K filed on January 13, 2026)
3.5		Certificate of Correction, dated November 21, 2025 (incorporated by reference to Form 8-K filed on January 13, 2026)
3.6		Certificate of Designation, dated November 21, 2025 (incorporated by reference to Form 8-K filed on January 13, 2026)
3.7		Bylaws (incorporated by reference to Form S-1 filed on June 14, 2017)
10.1*		2025 Equity Incentive Plan

21.1*		List of Subsidiaries of the Registrant
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.
**	Furnished herewith and not to be incorporated by reference into any filing of VitaNova Life Sciences Corporation under the Securities Act or the Exchange Act whether made before or after the date of this Annual Report.

Item 16. Form 10-K Summary.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on July 29, 2026.

	VITANOVA LIFE SCIENCES CORPORATION

	By:	/s/ Rose Kelly
		Rose Kelly, Chief Executive Officer, President and Director

	By:	/s/ Steve Niu
		Steve Niu, Chief Financial Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Name	Position	Date

/s/ Rose Kelly	Chief Executive Officer, President and Director	July 29, 2026
Rose Kelly	(Principal Executive Officer)

/s/ Steve Niu	Chief Financial Officer and Director	July 29, 2026
Steve Niu	(Principal Financial and Accounting Officer)

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