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Summary of Significant Accounting Policies | 9 Months Ended
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Jan. 31, 2026
Summary of Significant Accounting Policies [Abstract] |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information with the instructions to the Quarterly Report on Form 10-Q and Article 8 Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes for the years ended April 30, 2025 and 2024 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on August 8, 2025. In the opinion of management, all adjustments, consisting of normal accruals, considered necessary for a fair presentation of the interim financial statements have been included. Results for the three and nine months ended January 31, 2026 are not necessarily indicative of the results that may be expected for the year ending April 30, 2026. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions are eliminated in the consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates and judgments include, but are not limited to, revenue recognition, sales return allowance, estimates used in the lease accounting, the allowance for credit loss, income taxes, the useful lives of long-lived assets and assumptions used in assessing impairment of long-lived assets, and stock-based compensation. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual amounts may differ from the estimated amounts, such differences are not likely to be material. Cash and cash equivalents Cash include cash on hand and demand deposits that are highly liquid in nature and have original maturities when purchased of three months or less. The Company’s cash is maintained at financial institutions in the United States of America. Deposits in these financial institutions may, from time to time, exceed the Federal Deposit Insurance Corporation (“FDIC”)’s federally insured limits. The standard insurance amount is $250,000 per depositor, per insured bank, for each account ownership category. The bank deposits exceeding the standard insurance amount will not be covered. As of January 31, 2026 and April 30, 2025, cash balances of continuing operations held in the banks, exceeding the standard insurance amount, are $45,826 and $621,009, respectively. The Company has not experienced any losses in accounts held in these financial institutions and believes it is not exposed to any risks on its cash held in these financial institutions. Accounts Receivable, Net On May 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (Accounting Standards Codification (“ASC”) 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. In addition, CECL made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and does not believe that it is more likely than not they will be required to sell. The Company adopted ASC 326 and all related subsequent amendments thereto effective May 1, 2023, using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. The was no transition adjustment of the adoption of CECL. Accounts receivable represents the amounts that the Company has an unconditional right to consideration, which are stated at the historical carrying amount net of allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including historical losses, the age of the receivable balance, the customer’s historical payment patterns, its current credit-worthiness and financial condition, and current market conditions and economic trends. Accounts are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company had $43,749 and nil allowance for credit losses related to continuing operations as of January 31, 2026 and April 30, 2025, respectively. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures for maintenance and repairs are expensed as incurred, while additions, renewals and improvements that extend the useful lives of property and equipment are capitalized. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts, and any resulting gain or loss is reflected in the unaudited condensed consolidated statement of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives by asset classification are generally as follows:
|  | Estimated Useful Life |
Furniture and fixtures |  | 3 – 7 years |
Office equipment |  | 3 – 5 years |
Impairment of Long-Lived Assets Long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. The Company evaluates events and changes in circumstances that could indicate the carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of those assets, the Company records an impairment charge in the period in which such a determination is made. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Based on the above analysis, no impairment loss was recognized related to these long-lived assets as of January 31, 2026 and April 30, 2025. Income Tax The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets also include the prior years’ net operating losses carried forward. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. The Company follows FASB ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. The Company utilizes a two-step approach to evaluate measure uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating its tax positions and estimating its tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. The Company includes interest and penalties related to its tax contingencies in income tax expense. Revenue Recognition In accordance with ASC 606, “Revenue from Contracts with Customers,” revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these goods or services. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identifies contract(s) with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenues when (or as) it satisfies the performance obligation. The Company derives its revenues primarily from three business segments to (i) provide food and beverage supply chain and brand management services, (ii) consulting service related to brand management, and (iii) sale of recyclable e-waste materials. Revenue from food and beverage sales FuAn sources authentic premium Asian foods from various suppliers and then distributes to customers (mainly supermarket and grocery stores) in the U.S. The Company accounts for revenue from sales of authentic premium Asian foods on a gross basis as the Company is responsible for fulfilling the promise to provide the desired authentic premium Asian foods products to customers and is subject to inventory risk before the product ownership and risk are transferred and has the discretion in establishing prices. All of FuAn’s contracts are fixed price contracts and have one single performance obligation as the promise is to transfer the individual goods to customers. The sales transaction price is indicated in each purchase order with a Deduct from Invoice (“DFI”) discount which automatically reduces per unit cost on invoice, and payment terms are primarily set as “net 30.” The Company elects to account for shipping and handling as fulfillment activities, and not as a separate performance obligation. The Company’s revenue from sales of authentic premium Asian food products is recognized at a point in time when title and risk of loss passes and the customer accepts the goods, which generally occurs at delivery. Revenue from the sale of food products is reported net of sales returns and allowance. Consulting services revenue Consulting services revenue primarily consists of service income from providing supply chain and brand management services proposals and solutions to customers to help them optimize their inventory management and product distribution strategy, to reduce delivery times, shipping costs and diversify distribution channels. The Company’s contracts with customers for supply chain and brand management services are fixed-price contracts. The Company also believes that it serves as a principal in this type of transaction because it has the latitude in establishing prices with customers, and is responsible for bearing the related costs to complete the designated services. It normally takes a few months up to one year to complete the designated services. Revenue is recognized over the service period. Revenue from recyclable e-waste materials sales Revenue from recyclable e-waste materials consists primarily of sales of recyclable and recycled items, including metals, plastics, paper, electronic waste, and processed feedstock, to traders and downstream commercial customers. Currently, the Company’s customers for these transactions are primarily located in Hong Kong. The Company is in the process of expanding its customer base and is actively developing relationships with potential customers in the United States.. The Company recognizes revenue on a gross basis as it acts as the principal in these arrangements. The Company obtains control of the materials prior to transfer, has discretion in establishing pricing, and bears inventory risk before control is transferred to the customer. Customer contracts are generally fixed-price arrangements and typically include a single performance obligation of selling of the e-waste materials. Revenue is recognized at a point in time when control of the materials transfers to the customer, which generally occurs upon delivery in accordance with the contractual shipping terms. Customer contracts generally do not include variable consideration, material rights of return, or significant financing components. Sales Returns and Allowances For food and beverage, the Company accrues estimated sales returns based on past experience and the current trend of product sales. There was no allowance for sales returns for continuing operations as of January 31, 2026 and April 30, 2025. Disaggregation of Revenue The following table provides information about disaggregated revenue from continuing operations by product or service type:
|  | For the three months ended January 31 |
|  | 2026 |  |  | 2025 |
|  | (unaudited) |  |  | (unaudited) |
Revenue from food and beverage sales |  | $ | 340,192 |  |  | $ | 579,960 |
Revenue from consulting services |  |  | 43,749 |  |  |  | 43,749 |
Revenue from recyclable e-waste materials sales |  |  | 1,000,000 |  |  |  | - |
Total revenues |  | $ | 1,383,941 |  |  | $ | 623,709 |
|  | For the nine months ended January 31 |
|  | 2026 |  |  | 2025 |
|  | (unaudited) |  |  | (unaudited) |
Revenue from food and beverage sales |  | $ | 340,192 |  |  | $ | 624,846 |
Revenue from consulting services |  |  | 128,749 |  |  |  | 135,737 |
Revenue from recyclable e-waste materials sales |  |  | 1,000,000 |  |  |  | - |
Total revenues |  | $ | 1,468,941 |  |  | $ | 760,583 |
Cost of Revenues Cost of revenues consists of merchandise purchase costs, labor and other costs, duty and freight-in costs, packaging costs, processing and sorting costs, and labor costs associated with providing consulting services to customers. Shipping and Handling Costs Shipping and handling costs include costs incurred for delivery of the products to customers, and are included in selling expenses. Shipping and handling costs from continuing operations were $1,681 and $722 for the three months ended January 31, 2026 and 2025, respectively. Shipping and handling costs from continuing operations were $1,681 and $838 for the nine months ended January 31, 2026 and 2025, respectively. Operating Expenses Operating expenses primarily consist of selling expenses and general and administrative (“G&A”) expenses. Selling expenses mainly consist of advertising and marketing expenses, sales commission and showroom maintenance expenses. G&A expenses mainly consist of payroll expense, office and auto leasing, contracted labor, food testing, consulting, deprecation and insurance expenses. All costs associated with selling and general and administrative function are expensed as incurred. Segment Information An operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief financial officer, the Company’s chief operating decision maker (the “CODM”) in order to allocate resources and assess the performance of the segment. In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM or decision-making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the CODM, reviews operating results by the revenue of different products. Based on management’s assessment, the Company has determined that it has three operating segments as defined by ASC 280, including sale of food and beverage, consulting services and sale of e-waste materials. The following tables present summary information by segment for the three months ended January 31, 2026 and 2025, respectively:
|  | For the three months ended January 31, 2026 (unaudited) |
|  | Sale of food and beverage |  |  | Consulting services |  |  | Sale of e-waste materials |  |  | Total |
Sales |  | $ | 340,192 |  |  | $ | 43,749 |  |  | $ | 1,000,000 |  |  | $ | 1,383,941 |
Cost of sales |  |  | 270,666 |  |  |  | 58,746 |  |  |  | 970,874 |  |  |  | 1,300,286 |
Operating expenses |  |  | 146,649 |  |  |  | 55,500 |  |  |  | 433,113 |  |  |  | 635,262 |
Loss from operations |  |  | (77,123 | ) |  |  | (70,497 | ) |  |  | (403,987 | ) |  |  | (551,607 | )
Other income (expense), net |  |  | 22,720 |  |  |  | (7,231 | ) |  |  | - |  |  |  | 15,489 |
Income tax provision |  |  | (5,674 | ) |  |  | 1,036 |  |  |  | (7,580 | ) |  |  | (12,218 | )
Net loss |  | $ | (60,077 | ) |  | $ | (76,692 | ) |  | $ | (411,567 | ) |  | $ | (548,336 | )
Capital expenditure |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
|  | For the three months ended January 31, 2025 (unaudited) |
|  | Sale of food and beverage |  |  | Consulting services |  |  | Total |
Sales |  | $ | 579,960 |  |  | $ | 43,749 |  |  | $ | 623,709 |
Cost of sales |  |  | 328,182 |  |  |  | 50,899 |  |  |  | 379,081 |
Operating expense |  |  | 131,893 |  |  |  | 28,652 |  |  |  | 160,545 |
Income (loss) from operations |  |  | 119,885 |  |  |  | (35,802 | ) |  |  | 84,083 |
Other expense, net |  |  | (1,876 | ) |  |  | (407 | ) |  |  | (2,283 | )
Income tax provision |  |  | (2,820 | ) |  |  | 1,246 |  |  |  | (1,574 | )
Net income (loss) |  | $ | 115,189 |  |  | $ | (34,963 | ) |  | $ | 80,226 |
Capital expenditure |  | $ | - |  |  | $ | - |  |  | $ | - |
The following tables present summary information by segment for the nine months ended January 31, 2026 and 2025, respectively:
|  | For the nine months ended January 31, 2026 (unaudited) |
|  | Sale of food and beverage |  |  | Consulting services |  |  | Sale of e-waste materials |  |  | Total |
Sales |  | $ | 340,192 |  |  | $ | 128,749 |  |  | $ | 1,000,000 |  |  | $ | 1,468,941 |
Cost of sales |  |  | 270,666 |  |  |  | 58,798 |  |  |  | 970,874 |  |  |  | 1,300,338 |
Operating expenses |  |  | 2,862,498 |  |  |  | 406,630 |  |  |  | 433,113 |  |  |  | 3,702,241 |
Loss from operations |  |  | (2,792,972 | ) |  |  | (336,679 | ) |  |  | (403,987 | ) |  |  | (3,533,638 | )
Other income, net |  |  | 22,720 |  |  |  | 8,599 |  |  |  | - |  |  |  | 31,319 |
Income tax provision |  |  | (5,674 | ) |  |  | (2,147 | ) |  |  | (7,580 | ) |  |  | (15,401 | )
Net loss |  | $ | (2,775,926 | ) |  | $ | (330,227 | ) |  | $ | (411,567 | ) |  | $ | (3,517,720 | )
Capital expenditure |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
Total reportable assets |  | $ | 1,701,082 |  |  | $ | 1,032,487 |  |  | $ | 29,086 |  |  | $ | 2,762,655 |
|  | For the nine months ended January 31, 2025 (unaudited) |
|  | Sale of food and beverage |  |  | Consulting services |  |  | Total |
Revenues, net |  | $ | 624,846 |  |  | $ | 135,737 |  |  | $ | 760,583 |
Cost of revenues |  |  | 351,915 |  |  |  | 76,447 |  |  |  | 428,362 |
Operating expenses |  |  | 739,530 |  |  |  | 289,382 |  |  |  | 1,028,912 |
Loss from operations |  |  | (466,599 | ) |  |  | (230,092 | ) |  |  | (696,691 | )
Other expenses, net |  |  | (1,876 | ) |  |  | (407 | ) |  |  | (2,283 | )
Income tax expense |  |  | (3,835 | ) |  |  | (833 | ) |  |  | (4,668 | )
Net loss |  | $ | (472,310 | ) |  | $ | (231,332 | ) |  | $ | (703,642 | )
Capital expenditure |  | $ | — |  |  | $ | — |  |  | $ | — |
Total reportable assets |  | $ | 1,536,226 |  |  | $ | — |  |  | $ | 1,536,226 |
As of January 31, 2026 and April 30, 2025, all of the Company’s assets are located in the United States. For the nine and three months ended January 31, 2026, the Company generate revenue from the U.S. was $382,727 and $354,775 and from Hong Kong and China was $1,086,214 and $1,029,166, respectively. For the nine and three months ended January 31, 2025, the Company generate revenue from the U.S. was $623,710 and $594,543 and from Hong Kong and China was $136,873 and $29,166, respectively. Fair Value of Financial Instruments The Company applies the fair value measurement accounting standard in accordance with ASC 820-10, “Fair Value Measurements and Disclosures,” whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in ASC 820-10 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels (Level 1 is the highest priority and Level 3 is the lowest priority):
| ● | Level 1 — Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.
| ● | Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, or other observable inputs that can be corroborated by observable market data.
| ● | Level 3 — Unobservable inputs that are not supported by market data. Unobservable inputs are developed based on the best information available, which might include the Company’s own data.
Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, inventories, prepaid expenses and other current assets, short-term loan payable, accounts payable, accrued expenses and other current liabilities and deferred revenue approximate the fair value of the respective assets and liabilities as of January 31, 2026 and April 30, 2025 based upon the short-term nature of the assets and liabilities. The Company believes that the carrying amount of long-term loan approximates its fair value at January 31, 2026 and April 30, 2025 based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rates. Leases Under ASC 842, “Leases,” a contract is or contains a lease when the Company has the right to control the use of an identified asset. The Company determines if an arrangement is a lease at inception of the contract, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. The commencement date of the lease is the date that the lessor makes an underlying asset available for use by the Company. The Company determines if the lease is an operating or finance lease at the lease commencement date based upon the terms of the lease and the nature of the asset. The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Marwynn’s warehouse and office lease is classified as an operating lease, reflected in the operating lease right-of-use assets, current portion of operating lease liabilities and non-current portion of operating lease liabilities on the unaudited condensed consolidated balance sheets. Marwynn’s equipment lease is classified as a finance lease, reflected in the property and equipment, current portion of finance lease liabilities and non-current portion of finance lease liabilities on the consolidated balance sheets. The lease liability for both operating lease and finance lease is measured at the present value of future lease payments, discounted using the discount rate for the lease at the commencement date. As the Company is typically unable to determine the implicit rate, the Company uses an incremental borrowing rate based on the lease term and economic environment at commencement date. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU assets include adjustments for prepayments and accrued lease payments. The right-of-use (“ROU”) asset is initially measured as the amount of lease liability, adjusted for any initial lease costs, prepaid lease payments, and reduced by any lease incentives. ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, “Property, Plant, and Equipment,” as ROU assets are long-lived nonfinancial assets. ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU assets are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The right-of-use (“ROU”) asset is initially measured as the amount of lease liability, adjusted for any initial lease costs, prepaid lease payments, and reduced by any lease incentives. There was no impairment of the Company’s ROU assets as of January 31, 2026 and April 30, 2025. Statement of Cash Flows In accordance with ASC 230, “Statement of Cash Flows,” cash flows from the Company’s operations are formulated based upon the local currencies using the average exchange rate in the period. As a result, amounts related to assets and liabilities reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Related Parties and Transactions The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards. Parties, which can be a corporation or individual, are related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Transactions between related parties commonly occurring in the normal course of business are related party transactions. Transactions between related parties are also considered to be related party transactions even though they may not be given accounting recognition. While ASC does not provide accounting or measurement guidance for such transactions, it nonetheless requires their disclosure. Share-based Compensation The Company accounts for share-based compensation awards to officers, directors, employees, and for acquiring goods and services from nonemployees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the vesting period. The Company accounts for forfeitures when they occur. Earnings (loss) per Common Stock Basic earnings (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares pertaining to warrants, stock options, and similar instruments had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding unvested restricted stock, options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). Potential common stock that has an anti-dilutive effect (i.e., those that increase income per common stock or decrease loss per common stock) are excluded from the calculation of diluted loss per share. For the three months ended January 31, 2026 and 2025, the Company 0 dilutive share with anti-dilutive effect. For the nine months ended January 31, 2026 and 2025, the Company had 15,984 and 0 dilutive share with anti-dilutive effect. The following table sets forth the computation of basic and diluted net loss per share for the three months ended January 31, 2026 and 2025:
|  | For the three months ended January 31, (unaudited) |
|  | 2026 |  |  | 2025 |
Net (loss) income attributable to the Company from continuing operations |  | $ | (548,336 | ) |  | $ | 80,226 |
Net loss attributable to the Company from discontinued operations |  |  | - |  |  |  | (56,808 | )
Weighted average common stock outstanding - basic |  |  | 20,194,804 |  |  |  | 15,004,004 |
Weighted average common stock outstanding - diluted |  |  | 20,194,804 | * |  |  | 15,004,004 |
Net (loss) income per share of common stock from continuing operations - basic |  | $ | (0.03 | ) |  | $ | 0.00 |
Net loss per share of common stock from discontinued operations - basic |  | $ | - |  |  | $ | (0.00 | )
Net (loss) income per share of common stock from continuing operations - diluted |  | $ | (0.03 | ) |  | $ | 0.00 |
Net loss per share of common stock from discontinued operations - diluted |  | $ | - |  |  | $ | (0.00 | )
The following table sets forth the computation of basic and diluted net loss per share for the nine months ended January 31, 2026 and 2025:
|  | For the nine months ended January 31, (unaudited) |
|  | 2026 |  |  | 2025 |
Net loss attributable to the Company from continuing operations |  | $ | (3,517,720 | ) |  | $ | (703,642 | )
Net (loss) income attributable to the Company from discontinued operations |  |  | (646,656 | ) |  |  | 284,160 |
Weighted average common stock outstanding - basic |  |  | 18,146,456 |  |  |  | 15,004,004 |
Weighted average common stock outstanding - diluted |  |  | 18,146,456 | * |  |  | 15,004,004 |
Net loss per share of common stock from continuing operations - basic |  | $ | (0.19 | ) |  | $ | (0.05 | )
Net (loss) income per share of common stock from discontinued operations - basic |  | $ | (0.04 | ) |  | $ | 0.02 |
Net loss per share of common stock from continuing operations - diluted |  | $ | (0.19 | ) |  | $ | (0.05 | )
Net loss per share of common stock from discontinued operations -diluted |  | $ | (0.04 | ) |  | $ | 0.02 |
* | Loss per share for basic and diluted weighted average shares outstanding are the same due to anti-dilutive effect resulting from the net loss for the three and nine months ended January 31, 2026. There were no diluted shares outstanding for the three and nine months ended January 31, 2026.
Commitments and Contingencies Certain conditions may exist as of the date the unaudited condensed consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. As of January 31, 2026 and April 30, 2025, the Company has no such contingencies. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist primarily of accounts and other receivables. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable. For the three months ended January 31, 2026, three customers accounted for 72%, 15% and 10% of the Company’s total revenues from continuing operations, respectively. For the three months ended January 31, 2025, one customer accounted for 93% of the Company’s total revenues from continuing operations, respectively. For the nine months ended January 31, 2026, two customers accounted for 68% and 14% of the Company’s total revenues from continuing operations, respectively. For the nine months ended January 31, 2025, one customer accounted for 76% of the Company’s total revenues from continuing operations, respectively. As of January, 31, 2026, four customers accounted for 26 %, 26%, 26% and 22% of the Company’s total outstanding accounts receivable balance from continuing operations, respectively. As of April 30, 2025, three customers accounted for 34%, 33% and 33% of the Company’s total outstanding accounts receivable balance from continuing operations, respectively. For the three months ended January 31, 2026, three vendors accounted for 75% 15%, and 10% of the Company’s total purchases from continuing operations. For the three months ended January 31, 2025, the Company had one vendor accounted for 100% of the Company’s total purchase from continuing operations, respectively. For the nine months ended January 31, 2026, three vendors accounted 75%, 15%, and 10% of the Company’s total purchases from continuing operations. For the nine months ended January 31, 2025, the Company had two vendors accounted for 76% and 12% of the Company’s total purchase from continuing operations, respectively. As of January 31, 2026, no vendor accounted for more than 10% of the Company’s total outstanding accounts payable balance from continuing operations. As of April 30, 2025, one vendor accounted for 65% of the Company’s total outstanding accounts payable balance from continuing operations. Recent Accounting Pronouncements The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The ASU was issued in response to the SEC’s August 2018 final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated. The guidance in ASU 2023-06 is intended to align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities. The amendments introduced by ASU 2023-06 are effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. If, by June 30, 2027, the SEC has not removed the applicable requirements from its existing regulations, the pending content of the associated amendment will be removed from the ASC and will not become effective for any entities. Early adoption is permitted. The adoption of ASU 2023-06 is not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements or related disclosures. On November 4, 2024, the FASB issued an ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”) to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales; selling, general, and administrative expenses; and research and development). The amendments in the ASU require disclosure in the notes to financial statements of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1. Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e). 2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same tabular disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4. Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures. In January 2025, the FASB issued ASU 2025-01 Income Statement-Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of the adoption of this standard to determine its impact on its disclosures. In March 2025, the FASB issued ASU 2025-02—Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. The amendments in this Update are effective immediately and on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company is currently evaluating the effect of adoption of this standard to its unaudited condensed consolidated financial statements and disclosures. In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquirer in the Acquisition of a Variable Interest Entity. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting period within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows. In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 18) and Revenue from contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim reporting period within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows. In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not been issued or made available for issuance. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s unaudited condensed financial statement presentation or disclosures.

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