As filed with the U.S. Securities and Exchange Commission on February 18, 2025.

Registration No. 333-284245

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________________

AMENDMENT No.1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

______________________________________

MARWYNN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

______________________________________

12 Chrysler Unit C
Irvine, CA 92618
949-706-9966

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

______________________________________

Yin Yan
Chief Executive Officer
c/o Marwynn Holdings, Inc.
12 Chrysler Unit C
Irvine, CA 92618
949-706-9966

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

______________________________________

Copies to:

______________________________________

Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

2,000,000 Shares of
common stock

Marwynn Holdings, Inc.

_______________________

This is a firm commitment initial public offering of shares of common stock, $0.001 par value per share, of Marwynn Holdings, Inc. (the “Company,” “Marwynn,” “we,” “our” or “us”). Prior to this offering, there has been no public market for our common stock. We anticipate that the initial public offering price of our shares will be between $4.00 and $5.00 per share. For purposes of this prospectus, the assumed initial public offering price per share is $4.50, the mid-point of the anticipated price range.

Our authorized capital stock consists of 45,000,000 shares of common stock, and 5,000,000 shares of preferred stock, par value $0.001 (“Preferred Stock”), among which 135,000 shares of Preferred Stock have been designated as “Series A Super Voting Preferred Stock.” Each share of common stock is entitled to one (1) vote and each share of Series A Super Voting Preferred Stock is entitled to one thousand (1,000) votes on any matter on which action of the stockholders of the corporation is sought. The Series A Super Voting Preferred Stock will vote together with the common stock. The holders of Series A Super Voting Preferred Stock shall not be entitled to receive dividends of any kind or be entitled to any liquidation preference. The Series A Preferred Stock shall not be subject to conversion into common stock or other equity authorized to be issued by the Company. The Series A Super Voting Preferred Stock is redeemable at the election of the holder at a redemption price of $0.001 per share. See “Description of Capital Stock” on page 87 for further details on our capital stock.

We have applied to have our common stock listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “MWYN.” There is no assurance that our listing application will be approved by the Nasdaq Capital Market. The approval of our listing on the Nasdaq Capital Market is a condition of closing this offering.

For purposes of the registration statement of which this prospectus forms a part, the assumed public offering price per share is $4.50 (the mid-point of the estimated offering price range). The actual offering price per share will be as determined between American Trust Investment Services, Inc., as representative of the underwriters (the “Representative”) and us at the time of pricing. Factors to be considered will include our historical performance and capital structure, prevailing market conditions and overall assessment of our business.

Our chairperson, chief executive officer and president, Ms. Yin Yan, beneficially owns 7,770,485 shares of common stock and all 135,000 shares of Series A Super Voting Preferred Stock. Ms. Yin Yan is expected to control approximately 93.93% of the voting power of our outstanding voting securities after the consummation of this offering, assuming the maximum number of shares of common stock offered hereby are sold (or approximately 93.74% of the voting power if the underwriters exercise their over-allotment option to purchase additional shares of our common stock in full). Approximately, 94.56% of Ms. Yin Yan’s voting power stems from her holdings of the Series A Super Voting Preferred Stock. As a result, we will be a “controlled company” within the meaning of the listing rules of the Nasdaq Capital Market.

As long as Ms. Yin Yan holds more than 50% of the Company’s voting power, she will exercise control over the management and affairs of the company and matters requiring stockholder approval, including the election of the Company’s directors. Ms. Yan, who after our initial public offering will control more than 50% of the voting power of our outstanding capital stock, will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors, as well as the overall management and direction of our company. For so long as we remain a “controlled company” under Nasdaq Marketplace Rule 5615(c), we are permitted to elect, and intend, to rely on certain exemptions from corporate governance rules of the Nasdaq Capital Market, including:

•        An exemption from the rule that a majority of our board of directors must be independent directors;

•        An exemption from the rules that our compensation committee and nominating committee be composed entirely of independent directors;

•        An exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

•        An exemption from the rule that our director nominees must be selected or recommended solely by a majority of independent directors or nominations committee comprising solely of independent directors.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 13. You should carefully consider these risk factors, as well as the information contained in this prospectus, before purchasing any of the securities offered by this prospectus.

TABLE OF CONTENTS

Through and including _______ (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with information different from or in addition to that contained in this prospectus, and we take no responsibility for any other information others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

As used in this prospectus, unless the context indicates or otherwise requires, “the Company,” “our Company,” “we,” “us,” and “our” refer to Marwynn Holdings, Inc., a Nevada corporation, and its consolidated subsidiaries.

CONVENTIONS THAT APPLY TO THIS PROSPECTUS

Unless otherwise indicated or the context otherwise requires and for purposes of this prospectus only, references to:

•        “Company,” “we,” “us,” “our” and “Marwynn” are to Marwynn Holdings, Inc., a Nevada corporation incorporated on February 27, 2024, and its consolidated subsidiaries;

•        “Frost & Sullivan” means Frost & Sullivan Limited, a business consulting firm involved in market research, analysis and growth strategy consulting;

•        “FuAn” means FuAn Enterprise, Inc., a California corporation incorporated on April 18, 2016, and a wholly-owned subsidiary of Marwynn;

•        “Grand Forest” means Grand Forest Cabinetry Inc, a California corporation incorporated on February 22, 2021, and a wholly-owned subsidiary of Marwynn;

•        “SEC” means the U.S. Securities and Exchange Commission;

•        “Securities Act” means the U.S. Securities Act of 1933, as amended;

•        “US$”, “$” and “U.S. dollars” are to the legal currency of the United States; and

•        “U.S. GAAP” are to generally accepted accounting principles in the United States.

Unless otherwise indicated, (a) information in this prospectus assumes that the Representative does not exercise its over-allotment option to purchase additional common stock, and (b) references in this prospectus to this offering are to our offering of common stock pursuant to this prospectus.

Unless we indicate otherwise or unless the context otherwise requires, all information in this prospectus assumes the adjustment for the (i) 1.55-for-1 forward stock split of our common stock, and (ii) 4.5-for-1 forward stock split of our Series A Super-Voting Preferred Stock effected on September 9, 2024 for the purpose of this offering.

Internet site addresses in this prospectus are included for reference only and the information contained in any website, including our website, is not incorporated by reference into, and does not form part of, this prospectus.

RISK FACTORS

Any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, which we believe represent certain of the material risks to our business, together with the information contained elsewhere in this prospectus, before you make a decision to invest in our common stock. Please note that the risks highlighted here are not the only ones that we may face. For example, additional risks presently unknown to us or that we currently consider immaterial or unlikely to occur could also adversely affect our business, prospects, financial condition, cash flows and results of operations in the future. If any of the following events occur or any additional risks presently unknown to us actually occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Related to our Business and Industry

The supply chain industry is highly competitive, with a wide range of companies offering various services such as logistics, transportation, warehousing, and distribution. Competitors range from large multinational corporations to small and medium-sized enterprises, each with their own strengths and capabilities. This industry is also subject to fluctuations in exchange rates and raw material prices.

We also face regulatory compliance and trade restrictions. Supply chain disruptions often occur due to natural disasters or geopolitical events. Security and data privacy are also concerns in global trade. We see talent shortage and skills gap in supply chain management.

General Operations

We have a limited operating history in our current form and limited experience selling our products. As a result of continuing investments to expand our business, we may not achieve or sustain profitability.

Marwynn Holdings, Inc. was formed as a holding company on February 27, 2024, and as a part of the Reorganization and Merger, became the parent of FuAn, which commenced its current operation in 2016, and Grand Forest, which commenced its operation in 2021. As a result, we have a limited operating history and limited experience selling our products, establishing relationships with consumers, customers, suppliers, vendors and distributors and building our brand reputation. These and other factors combine to make it more difficult for us to accurately forecast our future operating results, which in turn makes it more difficult for us to prepare accurate budgets and implement strategic plans. We expect that this uncertainty will continue to exist in our business for the foreseeable future. If we do not address these risks and uncertainties successfully, our operating results could differ materially from our estimates and forecasts, and from the expectations of investors or analysts, which could harm our business and result in a decline in the trading price of our common stock.

As a developing company, we will need to adopt and implement a plan to increase awareness of our products, secure distribution channels, and foster and strengthen our supply, manufacturing and distribution relationships. It is likely our strategic priorities will need to evolve over time and our business would be materially and adversely affected if we do not properly adapt our strategies to our changing needs and changes in the market. As our operations develop and grow, we expect to experience significant increases in our working capital requirements. Even if we obtain additional capital and achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may be unable to sustain or increase profitability and our failure to do so would adversely affect the Company’s business, including our ability to raise additional funds.

Even if this offering is successful, we may need additional funding in order to fund our existing commercial operations, commercialize new products and grow our business.

To date, we have financed our operations through loans from some of our stockholders and private placements of our equity. We have devoted substantially all our financial resources and efforts to developing our products, workforce, and supply chain. Our long-term growth and success are dependent upon our ability ultimately to expand our customer base and product offerings. There is no assurance that we will be able to generate sufficient cash from operations or access the capital we need to grow our business. Our inability to obtain additional capital could have a material adverse effect on our ability to fully implement our business plan as described herein and grow our business, to a greater extent than we can with our existing financial resources.

Based on our current business plan, we believe the net proceeds from this offering, together with our current cash and cash equivalents and cash receipts from sales, will enable us to conduct our planned operations for at least the next twelve months. If our available cash balances, net proceeds from this offering and/or anticipated cash flow from operations are insufficient to satisfy our liquidity requirements because of lower demand for our products or due to other risks described herein, we may seek to sell common stock or other securities, enter into an additional credit facility or seek another form of third-party funding, including debt financing. The amount of additional capital we may require, the timing of our capital needs and the availability of financing to fund those needs will depend on a number of factors, including our strategic initiatives and operating plans, the performance of our business and the market conditions for debt or equity financing. Although we believe various debt and equity financing alternatives will be available to us to support our working capital needs, financing arrangements on acceptable terms may not be available to us when needed. Additionally, these alternatives may require significant cash payments for interest and other costs or could be highly dilutive to our existing stockholders. Any such financing alternatives may not provide us with sufficient funds to meet our long-term capital requirements.

We may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons, including to:

•        provide for additional capacity;

•        increase our sales and marketing efforts and address competitive developments;

•        provide for supply and inventory costs;

•        fund development and marketing efforts of any future products or additional features to then-current products;

•        acquire, license or invest in new technologies such as e-commerce platform for our products;

•        acquire or invest in complementary businesses or assets; and

•        finance capital expenditures and general and administrative expenses.

Our present and future funding requirements will depend on many factors, including:

•        our ability to achieve revenue growth and improve gross margins;

•        the cost of expanding our operations and offerings, including our sales and marketing efforts;

•        the effect of competing market developments; and

•        costs related to expansion.

The various ways we could raise additional capital carry potential risks. If we raise funds by issuing equity securities, dilution to our stockholders could result. Any equity securities issued also could provide for rights, preferences, or privileges senior to those of holders of shares of our common stock. If we raise funds by issuing debt securities, those debt securities would have rights, preferences, and privileges senior to those of holders of shares of our common stock. The terms of any debt securities issued or borrowings made pursuant to a credit agreement could impose significant restrictions on our operations. If we raise additional funds through collaborations and licensing arrangements, we might be required to relinquish significant rights or grant licenses on terms that are not favorable to us.

If we fail to effectively manage our growth, our business, financial condition and operating results could be harmed.

As we continue to expand, our continued growth could strain our existing resources, and we could experience ongoing challenges, including:

•        managing our operational, administrative and financial capabilities and other resources;

•        managing our brand portfolio, including further expanding our private label offerings, products and services;

•        expanding marketing channels and deepening end customer outreaches;

•        staying abreast of the evolving industry demands and market developments and catering to consumers’ changing tastes;

•        developing and applying technologies necessary to support our expanded operations;

•        effectively managing our supply chain;

•        responding to changes in the regulatory environment;

•        exploring new market opportunities such as new monetization channels; and

•        addressing other challenges resulting from our expansion.

All efforts to address the potential challenges on our way to expansion require significant managerial, financial and human resources. We cannot assure you that we will be able to effectively or timely address operating difficulties and challenges to keep up with our growth. If we are unable to successfully address these difficulties, risks and uncertainties, our business, financial conditions and results of operations could be materially and adversely affected.

Our business depends on the continued success of our growing brand portfolio and if we fail to maintain and expand our brand portfolio, including our private label offerings, or maintain and enhance our brand recognition, our business, results of operations and prospects may be harmed.

We depend on our brand portfolio to scale our business, attract and retain our brand partners and customers. We have devoted significant resources to and incurred large amount of expenses on sourcing, maintaining, promoting and expanding our brands, we cannot assure you that these efforts will be successful. In addition, maintaining and enhancing the recognition of our brands are also key to our success, which could be affected by various factors, including the effectiveness of our brand marketing strategy, publicity about our business, quality of products offered under the brands as well as preference of consumers, certain of which are beyond our control. Any failure to maintain and expand our brand portfolio or maintain and enhance our brand recognition could have a material and adverse effect on our business, results of operations and prospects.

Our product supply chain is essential to our business and is subject to risks associated with demands, forecasting, timely supplying and warehousing, as well as maintaining relationship with our suppliers.

We largely depend on our supply chain management capabilities to minimize our inventory risks, maintain our short turnaround time and improve our operational efficiency. However, our demand forecast may not be accurate, which could result in inventory write-offs or inventory shortages. Even if we are able to make accurate demand forecast, our product supply chain may not be able to meet our demand on a timely basis due to unexpected reasons, including but not limited to delays in manufacturing. In addition, warehouses that we operate may not have sufficient capacity to process orders efficiently. Our ability to adequately store, maintain, and deliver our products is critical to our business. Keeping our food products frozen and/or refrigerated at specific temperatures maintains food safety. In the event of extended power outages, labor disruptions, natural disasters or other catastrophic occurrences, failures of the refrigeration systems in our third-party warehouses or delivery trucks, or other circumstances, our inability to store inventory at refrigerated and/or freezing temperatures could result in significant product inventory losses, as well as increased risk of food-borne illnesses and other food safety incidents. Improper handling or storage of food by a customer, without any involvement or fault of ours or our retail customers, could result in food-borne illnesses, which could result in negative publicity and harm to our brand and reputation. Further, we contract with third-party warehousing and logistics companies to conduct certain processes and operations on our behalf. Any failure by these business partners to adequately store, maintain, or transport our products could negatively impact the safety, quality and merchantability of our products and the experience of our customers. The occurrence of any of these risks could materially adversely affect our business, reputation, financial condition, and operating results.

Although we believe our supply chain has capacity to support our current operation, we cannot guarantee our supply chain will be adequate to support our expanded business in the future. Thus, if we fail to manage our supply chain in line with our business expansion, our business, prospects, financial condition and results of operations may suffer.

A shortage of qualified labor could negatively affect our business and materially reduce earnings.

The future success of our operations, including the achievement of our strategic objectives, depends on our ability, and the ability of third parties on which we rely to supply and to deliver our products, to identify, recruit, develop and retain qualified and talented individuals. As a result, any shortage of qualified labor could significantly and adversely affect our business. Employee recruitment, development and retention efforts that we or such third parties undertake may not be successful, which could result in a shortage of qualified individuals in future periods. Any such shortage could decrease our ability to effectively serve our customers and achieve our strategic objectives. Such a shortage would also likely lead to higher wages for employees (or higher costs to purchase the services of such third parties) and a corresponding reduction in our results of operations.

Unfavorable macroeconomic conditions in the U.S. may adversely affect our business, financial condition and results of operations.

Our operating results may be substantially affected by the operating and economic conditions in the regions in which we operate. Economic conditions can affect us in the following ways:

•        A reduction in discretionary spending by consumers could adversely impact sales of Asian food and non-alcoholic beverage products. Future economic conditions affecting disposable consumer income, such as employment levels, business conditions, changes in housing market conditions, the availability of consumer credit, inflation, interest rates, tax rates and fuel and energy costs, could reduce overall consumer spending.

•        Food cost and fuel cost inflation experienced by consumers can lead to reductions in the frequency of and the amount spent by consumers for our products, which could negatively impact our business by reducing demand for our customer’s products and the supply chain and distribution services we provide them.

•        Heightened uncertainty in the financial markets negatively affects consumer confidence and discretionary spending, which can cause disruptions with our customers and suppliers.

•        Liquidity issues and the inability of our customers to consistently access credit markets to obtain cash to support their operations can cause temporary interruptions in our ability to conduct day-to-day transactions involving the collection of funds from such customers.

•        Liquidity issues and the inability of suppliers to consistently access credit markets to obtain cash to support their operations can cause temporary interruptions in our ability to obtain our products and supplies needed by us in the quantities and at the prices requested.

In addition, our existing operations are primarily in the U.S. The geographic concentration of our operations creates an exposure to economic conditions in the U.S. and any financial downturn in the U.S. could materially adversely affect our financial condition and results of operations.

Global health developments and economic uncertainty resulting from pandemics, such as the COVID-19 pandemic, and governmental action related thereto, may adversely affect, our business, financial condition and results of operations.

The impact of pandemics may have an adverse impact on numerous aspects of our business, financial condition and results of operations including, our growth, product costs, supply chain disruptions, labor shortages, logistics constraints, customer demand for our products and industry demand generally, consumer spending, our liquidity, the price of our securities and trading markets with respect thereto, and the global economy and financial markets generally. We cannot predict the duration of future pandemics or future governmental regulations or legislation that may be passed as a result of ongoing or future outbreaks. The impact of pandemics and the enactment of additional governmental regulations and restrictions may further adversely impact the global economy, the food, non-alcoholic beverage and home improvement industry, and our business specifically, despite prior or future actions taken by us.

We are dependent upon the timely delivery of products from our vendors. Prolonged diminution of global supply chains may impact the availability and price stability of future food supplies, which may in turn adversely impact our business.

The global supply chain, ranging from consumer goods, electronics, and industrial raw materials to food supplies, was negatively impacted by the COVID-19 pandemic, shipping bottlenecks, and rapidly rising freight costs. We import the majority of our products. Production is widely dispersed internationally and we depend on manufacturers of our products to timely deliver these components of our inventory in quantities sufficient to meet customer demand. Any disruptions or delays in our supply chains as a result of labor shortages, commodity shortages, or inefficiencies in distribution or logistical services could cause delays in the shipment or delivery of products customers. Any prolonged diminution of global supply chains may impact the availability and price stability of supplies for our products, which may in turn adversely impact our business.

If we cannot successfully manage the unique challenges presented by international markets, we may not be successful in our international operations and our sales and profitability may be negatively impacted.

Our ability to successfully conduct supply chain operations in, and source products and materials from, international markets is affected by many of the same risks we face in our U.S. operations, as well as unique costs and difficulties of managing international operations. Our international operations, including any expansion in international markets, may be adversely affected by local laws and customs, U.S. laws applicable to foreign operations and other foreign legal and regulatory constraints, as well as political, social and economic conditions. Risks inherent in international operations also include, among others, potential adverse tax consequences; international trade disputes, trade policy changes or potential tariffs and other import-related taxes and controls; inability to sell certain products due to customs actions, including regulatory enforcement inquiries, holds, detentions, and exclusions; greater difficulty in enforcing intellectual property rights; limitations on access to ports; risks associated with the Foreign Corrupt Practices Act and local anti-bribery law compliance; geopolitical or military conflicts or acts of war such as the conflicts in Ukraine and the Middle East, as well as any related sanctions or other government or private responses; compliance with forced labor laws; compliance with environmental and responsible sourcing laws and regulations; and challenges in our ability to identify and gain access to local suppliers. For example, trade tensions between the U.S. and China have led to a series of significant tariffs on the importation of certain products. As a portion of our products are sourced, directly or indirectly, outside of the U.S., major changes in tax or trade policies, tariffs or trade relations could adversely impact the cost of, demand for, and profitability of product sales in our U.S. locations. Other countries may also change their business and trade policies in anticipation of or in response to increased import tariffs and other changes in U.S. trade policy and regulations. In addition, our operations in international markets create risk due to foreign currency exchange rates and fluctuations in those rates, which may adversely impact our sales and profitability. While the conflicts in Ukraine and the Middle East have not directly impacted the Company to date, we continue to monitor the impacts of such conflicts and their potential effects on the world economy and global supply chain which on a go-forward basis could impact our operations, sales and profitability.

Our relationships with customers may be materially diminished or terminated. The loss of customers could adversely affect our business, financial condition, and results of operations.

We have maintained long-standing relationships with a number of our customers. However, those customers could unilaterally terminate their relationship with us or materially reduce the amount of business they conduct with us at any time. Our customers may shift their purchase orders from us to other competitors due to market competition, change of customer requirements and preferences, or because of the customer’s financial condition. There is no guarantee that we will be able to maintain relationships with any of our customers on acceptable terms, or at all. The loss of a number of customers could adversely affect our business, financial condition, and results of operations.

We rely on technology in our business and any cybersecurity incident, other technology disruption or delay in implementing new technology could negatively affect our business and our relationships with customers.

We use technology in our business operations, and our ability to serve customers most effectively depends on the reliability of our technology systems. We use software and other technology systems, among other things, to generate and select orders, to make purchases, to manage warehouses and to monitor and manage our business on a day-to-day basis. Further, our business involves the storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property, including customers’ and suppliers’ personal information, private information about employees, and financial and strategic information about us and our business partners.

These technology systems are vulnerable to disruption from circumstances beyond our control, including fire, natural disasters, power outages, systems failures, security breaches, espionage, cyber-attacks, viruses, theft and inadvertent releases of information. Any such disruption to these software and other technology systems, or the technology systems of third parties on which we rely, the failure of these systems to otherwise perform as anticipated, or the theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information or intellectual property, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage, any or all of which could potentially adversely affect our customer service, decrease the volume of our business and/or result in increased costs and lower profits.

A significant cybersecurity incident involving our cybersecurity infrastructure may result from actions by our employees, suppliers, third-party administrators, or unknown third parties or through cyber-attacks. The risk of such an incident can exist whether software services are in our technology systems or are in cloud-based software services. Intrusions and other incidents have occurred, and may occur again, in our systems and in the systems of our suppliers and third-party administrators. Any such incident could result in operational impairments, significant harm to our reputation and financial losses.

A significant cybersecurity incident could affect our data framework or cause a failure to protect the personal information of our customers, suppliers or employees, or sensitive and confidential information regarding our business and could give rise to legal liability and regulatory action under data protection and privacy laws. Any such cybersecurity incident involving our or our suppliers’ cybersecurity infrastructure could have a material adverse effect on our business, results of operations and financial condition.

Further, as we pursue our strategy to grow our businesses and pursue new initiatives that improve our operations and cost structure, we are also expanding and improving our information technology, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. If we fail to assess and identify cybersecurity risks associated with new initiatives, we may become increasingly vulnerable to such risks. Information technology systems continue to evolve and, in order to remain competitive, we need to implement new technologies in a timely and efficient manner. Investments will continue to be made in attracting, retaining, and training our human capital to remain current on the ever-changing industry best practices related to information security. If our competitors implement new technologies more quickly or successfully than we do, such competitors may be able to provide lower cost or enhanced services of superior quality compared to those we provide, which could have an adverse effect on our results of operations.

We may be unable to protect or maintain our intellectual property, which could result in customer confusion, a negative perception of our brand and adversely affect our business.

We believe that our intellectual property has substantial value and has contributed significantly to the success of our business. Our trademark rights and related registrations may be challenged in the future and could be canceled or narrowed. Failure to protect our trademark rights could cause customer confusion or negatively affect customers’ perception of our brand, services and products, and eventually adversely affect our sales and profitability. Moreover, intellectual property disputes and proceedings and infringement claims may result in a significant distraction for management and significant expense, which may not be recoverable regardless of whether we are successful. Such proceedings may be protracted with no certainty of success, and an adverse outcome could subject us to liability, force us to cease use of certain trademarks or other intellectual property or force us to enter into licenses with others. Any one of these occurrences may have a material adverse effect on our business, results of operations and financial condition.

If we are unable to renew or replace our current leases on favorable terms, or any of our current leases are terminated prior to expiration of their stated terms, and we cannot find suitable alternate locations, our operations and profitability could be negatively impacted.

We currently have leases for our offices, showrooms and some of our warehouses. Our ability to re-negotiate favorable terms on an expiring lease or to negotiate favorable terms for a suitable alternate location, and our ability to negotiate favorable lease terms for additional locations, could depend on conditions in the real estate market, competition for desirable properties, our relationships with current and prospective landlords, and/or other factors that are not within our control. Any or all of these factors and conditions could negatively impact our growth and profitability.

Failure to retain our senior management and other key personnel may adversely affect our operations.

Our success is substantially dependent on the continued service of our senior management and other key personnel. These executives have been primarily responsible for determining the strategic direction of our business and for executing our growth strategy and are integral to our brand and culture, and our reputation with suppliers and customers. The loss of the services of any of these executives and other key personnel could have a material adverse effect on our business and prospects, as we may not be able to find suitable individuals to replace them on a timely basis, if at all. In addition, any such departure could be viewed in a negative light by investors and analysts, which may cause our stock price to decline. The loss of key employees could negatively affect our business.

If we are unable to attract, train and retain employees, we may not be able to grow or successfully operate our business.

The food and non-alcoholic beverage and home improvement product supply chain and distribution industry is labor intensive. Our success depends in part upon our ability to attract, train and retain a sufficient number of employees who understand and appreciate our culture and are able to represent our brand effectively and establish credibility with our business partners and customers. Our ability to meet our labor needs, while controlling wage and labor-related costs, is subject to numerous external factors, including the availability of a sufficient number of qualified persons in the work force of the regions in which we are located, unemployment levels within those regions, prevailing wage rates, changing demographics, health and other insurance costs and changes in employment legislation.

In the event of increasing wage rates, if we fail to increase our wages competitively, the quality of our workforce could decline, causing our customer service to suffer, while increasing our wages could cause our profits to decrease. If we are unable to hire and retain employees capable of meeting our business needs and expectations, our business and brand image may be impaired. Any failure to meet our staffing needs or any material increase in turnover rates of our employees may adversely affect our business, results of operations and financial condition.

Changes in and enforcement of immigration laws could increase our costs and adversely affect our ability to attract and retain qualified employees.

Federal and state governments from time to time implement immigration laws, regulations or programs that regulate our ability to attract or retain qualified foreign employees. Some of these changes may increase our obligations for compliance and oversight, which could subject us to additional costs and make our hiring process more cumbersome or reduce the availability of potential employees. Although we have implemented, and are in the process of enhancing, procedures to ensure our compliance with the employment eligibility verification requirements, there can be no assurance that these procedures are adequate and some of our employees may, without our knowledge, be unauthorized workers. The employment of unauthorized workers may subject us to fines or civil or criminal penalties, and if any of our workers are found to be unauthorized, we could experience adverse publicity that negatively impacts our brand and makes it more difficult to hire and keep qualified employees. We may be required to terminate the employment of certain of our employees who are determined to be unauthorized workers. The termination of a significant number of employees may disrupt our operations, cause temporary increases in our labor costs as we train new employees and result in adverse publicity. Our financial performance could be materially harmed as a result of any of these factors.

Potential labor disputes with employees and increases in labor costs could adversely affect our business.

A considerable amount of our operating costs are attributable to labor costs and, therefore, our financial performance is greatly influenced by increases in wage and benefit costs. As a result, we are exposed to risks associated with a competitive labor market. Rising health care costs and the nature and structure of work rules will always be important issues. Any work stoppages or labor disturbances as a result of employee dissatisfaction with their current employment terms could have a material adverse effect on our financial condition, results of operations and cash flows. We also expect that in the event of a work stoppage or labor disturbance, we could incur additional costs and face increased competition.

We may incur significant costs to comply with environmental laws and regulations, and we may be subject to substantial fines, penalties and/or third-party claims for non-compliance.

Our operations are subject to various federal, state, and local laws, rules and regulations relating to the protection of the environment, including those governing:

•        the discharge of pollutants into the air, soil, and water;

•        the management and disposal of solid and hazardous materials and wastes;

•        employee exposure to hazards in the workplace; and

•        the investigation and remediation of contamination resulting from releases of petroleum products and other regulated materials.

We may incur substantial costs, including fines or penalties and third-party claims for property damage or personal injury, as a result of any violations of environmental or workplace safety laws and regulations or releases of regulated materials into the environment. In addition, we could incur investigation, remediation and/or other costs related to environmental conditions at our currently or formerly owned or operated properties.

Litigation may materially adversely affect our business, financial condition and results of operations.

From time to time, we may be party to various claims and legal proceedings. We evaluate these claims and proceedings to assess the likelihood of unfavorable outcomes and to estimate, if probable and estimable, the amount of potential losses. Based on these assessments and estimates, we may establish reserves, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from our assessments and estimates.

Even when not merited, the defense of these lawsuits or legal proceedings, including potential securities litigation and/or other legal actions, is expensive and may divert management’s attention, and we may incur significant expenses in defending these lawsuits or legal proceedings. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some of these legal disputes may result in adverse monetary damages, penalties or injunctive relief against us, which could negatively impact our financial position, cash flows or results of operations.

The U.S. government is currently imposing increased tariffs on certain products imported into the U.S., including products imported from China, which may have an adverse impact on our future operating results.

We sell our products based on the cost of such products plus a percent markup. The U.S. government has imposed and continues to propose increased tariffs on certain products imported into the U.S., including products imported from China. Some of our imported products and imported products purchased from domestic brokers are subject to these increased tariffs and accordingly, our purchase costs have increased and may increase further. We may determine to increase our sales prices in order to pass these increased costs to our customers. In the event we determine to take such action, our customers may reduce their orders from us, which could negatively affect our profitability and operating results.

Severe weather, natural disasters and adverse climate changes, as well as the legal, regulatory or market measures being implemented to address climate change, may materially adversely affect our financial condition and results of operations.

Severe weather conditions and other natural disasters in areas where our distribution network covers or from which we obtain the products we sell may materially adversely affect our operations and our product offerings and, therefore, our results of operations. Such conditions may result in physical damage to, or temporary or permanent closure of, one or more of our distribution centers, an insufficient work force in our market regions and/or temporary disruption in the supply of products, including delays in the delivery of goods to our warehouses and/or a reduction in the availability of products in our offerings. In addition, adverse climate conditions and adverse weather patterns, such as drought or flood, that impact growing conditions and the quantity and quality of crops may materially adversely affect the availability or cost of certain products within our supply chain. Any of these factors may disrupt our businesses and materially adversely affect our financial condition, results of operations and cash flows.

There is an increased focus around the world by regulatory and legislative bodies at all levels towards policies relating to climate change and the impact of global warming, including the regulation of greenhouse gas (GHG) emissions, energy usage and sustainability efforts. Increased compliance costs and expenses due to the impacts of climate change

on our business, as well as additional legal or regulatory requirements regarding climate change or designed to reduce or mitigate the effects of carbon dioxide and other GHG emissions on the environment, may cause disruptions in, or an increase in the costs associated with, the running of our business, particularly with regard to our distribution and supply chain operations. Moreover, compliance with any such legal or regulatory requirements may require that we implement changes to our business operations and strategy, which would require us to devote substantial time and attention to these matters and cause us to incur additional costs. The effects of climate change, and legal or regulatory initiatives to address climate change, could have a long-term adverse impact on our business and results of operations.

Our business may be affected by the impacts of unfavorable geopolitical events or other market disruptions on consumer confidence and spending patterns.

Our net sales, profit, cash flows and future growth may be affected by negative local, regional, national or international political or economic trends or developments that reduce consumers’ ability or willingness to spend, including the effects of national and international security concerns such as war, terrorism or the threat thereof. Conflicts such as the Russian invasion of Ukraine in February 2022 and the financial and economic sanctions and other measures imposed by the European Union, the U.S., and other countries and organizations in response thereto create market disruption and volatility and instability in the geopolitical environment. The extent to which this or similar conflicts escalate and the resulting impact on the global market remains uncertain. We monitor such conflicts, but do not, and cannot, know if any such ongoing geopolitical conflicts will result in broader economic and security concerns or in material implications for our business. These events could have a material adverse effect on our customers, our business partners and our third-party suppliers.

Our current indebtedness may adversely affect our liquidity position and ability of future financing.

As of the date of this prospectus, we have $100,000 in third party financing (including short-term loan of of $100,000) outstanding and $1,112,051 in unsecured promissory notes to related parties outstanding, which could adversely affect our cash flow, our ability to raise additional capital or obtain financing in the future, or react to changes in business and repay other debts. We may not be able to generate a sufficient amount of cash needed to pay interest and principal on our debt facilities or refinance all or a portion of our indebtedness, due to a number of factors, including significant change of economic conditions, market competition, weather conditions, natural disaster, and failure to execute our business plan.

Food and Non-Alcoholic Beverages

Our industry is characterized by low margins, and periods of significant or prolonged inflation or deflation affect our product and operational costs, which may negatively impact our profitability.

The food and non-alcoholic beverage supply chain and distribution industry is characterized by relatively high inventory turnover with relatively low profit margins. Volatile food costs have a direct impact on our industry. During 2023, our industry experienced significantly elevated commodity and supply chain costs including the cost of labor, sourced goods, energy, fuel and other inputs necessary for the distribution of food and non-alcoholic beverage products, and elevated levels of inflation may continue or worsen and contribute to loss of revenue and gross profit margin in particular product categories. Our business and results of operations may be adversely affected if we are unable to adjust to these rising cost and inflationary pressures.

Periods of significant product cost inflation or deflation may adversely affect our results of operations if we are unable to pass on all or a portion of such product cost increases to our customers in a timely manner. In addition, periods of rapidly increasing inflation may adversely affect our business due to the impact of such inflation on discretionary spending by consumers and our limited ability to increase prices in the current, highly competitive environment.

Competition may increase in the future, which may adversely impact our margins and ability to retain customers, and make it difficult to maintain our market share, growth rate and profitability.

The Asian food and non-alcoholic beverage supply chain and distribution industry, as a whole, in the U.S. is fragmented and highly competitive, with local, regional, multi-regional distributors, and specialty competitors. With the growing demand for Asian cuisines, others are operating, or may begin operating in this niche market in the

future. Those potential competitors include: (i) national and regional foodservice distributors, (ii) local wholesalers and brokers, (iii) food retailers, and (iv) farmers’ markets. The national and regional distributors are experienced in operating multiple distribution locations and expanding management, and they have greater marketing and financial resources than we do. Even though they currently offer only a limited selection of Asian specialty foods, they may be able to devote greater resources to sourcing, promoting and selling their products if they choose to do so. Conversely, the local wholesalers and brokers are small in size with a deep understanding of local preferences, but their lack of scale results in high risk and limited growth potential.

If more competitors enter this market segment in the future, our operating results may be negatively impacted through a loss of sales, reduction in margins from competitive price changes, and/or greater operating costs, such as marketing costs, due to the increase of competition.

Disruption of relationships with vendors could negatively affect our business. Suppliers may increase product prices, which could increase our product costs.

We purchase our food and non-alcoholic beverage items and related products from directly from manufacturers. If our manufacturer fails to comply with food safety or other laws and regulations, or face allegations of non-compliance, their operations may be disrupted. We cannot assure you that we would be able to find replacement suppliers on commercially reasonable terms.

The purchase prices of our products vary from time to time, which is subject to market conditions and negotiation with our suppliers. We may not always be able to mitigate the impact of these price fluctuations, and our performance results could be adversely affected by such fluctuations.

As a food and non-alcoholic beverage distributor, it is necessary for us to maintain an inventory of products that may have declines in product pricing levels between the time we purchase the product from suppliers and the time we sell the product to customers, which could reduce the margin on that inventory, adversely affecting our results of operations.

Changes in consumer eating habits could materially and adversely affect our business, financial condition, and results of operations.

We provide supply chain and distribution services primarily related to Asian food and non-alcoholic beverage products. Changes in consumer eating habits (such as a decline in portion sizes, or a shift in preferences toward western foods) could reduce demand for our customer’s products and the services we provide them. Consumer eating habits could be affected by a number of factors, including attitudes regarding diet and health or new information regarding the health effects of consuming certain foods. If consumer eating habits change significantly, we may be required to modify or discontinue sales of certain items in our product portfolio, and we may experience higher costs and/or supply shortages associated with our efforts to accommodate those changes as our suppliers adapt to new eating preferences.

Additionally, changes in consumer eating habits may result in the enactment or amendment of laws and regulations that impact the ingredients and nutritional content of our food products, or laws and regulations requiring us to disclose the nutritional content of our food products. Compliance with these laws and regulations, as well as others regarding the ingredients and nutritional content of food products, may be costly and time-consuming. We cannot make any assurances regarding our ability to effectively respond to changes in consumer culture preference, health perceptions or resulting new laws or regulations or to adapt our product offerings to trends in eating habits.

Our operations may be adversely affected by the disruption of logistics services or poor handling of products by third party logistics service providers.

We rely on third party logistics service providers to provide a range of transportation and logistics services, including the delivery of products, some of which are perishable, to our retail stores, warehouse and/or our customers. Any failure to provide on-time delivery or failure to maintain our products in good condition during delivery may have a material adverse impact on our business operations and our reputation. In such event, we be unable to seek full recourse against the logistics service providers in default under the terms of the service contracts or enforce in full any judgments obtained.

Significant portions of our inventory are perishable and vulnerable to spoilage and other loss.

Our operations involve the storage and stocking of a wide range of products with limited shelf life. Due to unexpected material fluctuations or abnormalities in the supply and demand of our products or changes in consumers’ preferences or the introduction of new products in the market, we may experience decrease in demand and overstocking of our products. Our products may also be returned by our customers in large quantities due to, among other things, product quality issues or delayed or incorrect delivery, resulting in shelving of products that may increase the risk of obsolescence.

In addition, certain of our products require specific handling throughout the supply chain. For instance, temperature control is required in warehouse or during the transportation of frozen foods in order to maintain the safety and quality of such products. Any unexpected and adverse changes in the optimal storage conditions or poor handling of products may cause damage to or result in deterioration or contamination of our products. As such, any of the aforesaid events may result in an increased risk of inventory obsolescence.

If we fail to comply with requirements imposed by applicable law and other governmental regulations, we could become subject to lawsuits, investigations and other liabilities and restrictions on our operations that could significantly and adversely affect our business.

We are subject to regulation by various federal, state, and local governments, applicable to food safety and sanitation, ethical business practices, securities, transportation, minimum wage, overtime, other wage payment requirements, employment discrimination, immigration, and human health and safety. While we attempt to comply with all applicable laws and regulations, we cannot represent that we are in full compliance with all applicable laws and regulations or interpretations of these laws and regulations at all times or that we will be able to comply with any future laws, regulations or interpretations of these laws and regulations. If we fail to comply with applicable laws and regulations, we may be subject to investigations, criminal sanctions or civil remedies, including fines and injunctions. The cost of compliance or the consequences of non-compliance, including debarments, could have an adverse effect on our results of operations. In addition, governmental units may make changes in the regulatory frameworks within which we operate that may require us to incur substantial increases in costs in order to comply with such laws and regulations.

If the products distributed by us are alleged to have caused injury or illness, or to have failed to comply with governmental regulations, we may need to recall our products and may experience product liability claims.

We, like any other food and non-alcoholic beverage distributor, may be subject to product recalls, including voluntary recalls or withdrawals, if the products we distribute are alleged to have caused injury or illness, to have been mislabeled, misbranded, or adulterated or to otherwise have violated applicable governmental regulations. We may also choose to voluntarily recall or withdraw products that we determine do not satisfy our quality standards, whether for taste, appearance, or otherwise, in order to protect our brand and reputation. Any future product recall or withdrawal that results in substantial and unexpected expenditures, destruction of product inventory, damage to our reputation, and/or lost sales due to the unavailability of the product for a period of time, could materially adversely affect our results of operations and financial condition.

We also face the risk of exposure to product liability claims in the event that the use of products sold by us are alleged to have caused injury or illness. We cannot be sure that consumption of our products will not cause a health-related illness in the future or that we will not be subject to claims or lawsuits relating to such matters. Further, even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our corporate and brand image.

Our product liability insurance plans may not continue to be available at a reasonable cost or, if available, may not be adequate to cover all of our liabilities. We generally seek contractual indemnification and insurance coverage from parties supplying products to us, but this indemnification or insurance coverage is limited, as a practical matter, to the creditworthiness of the indemnifying party and the insured limits of any insurance provided by such suppliers. If we do not have adequate insurance or contractual indemnification available, product liability relating to defective products could materially adversely affect our results of operations and financial condition.

Increased commodity prices and availability may impact profitability.

Many of our products include ingredients such as wheat, corn, oils, sugar, and other commodities. Commodity prices worldwide have been increasing. While commodity price inputs do not typically represent the substantial majority of our product costs, any increase in commodity prices may cause our vendors to seek price increases from us. We may not be able to mitigate vendor efforts to increase our costs, either in whole or in part. In the event we are unable to mitigate potential vendor price increases, we may in turn consider raising our prices, and our customers may be deterred by any such price increases. Our profitability may be impacted through increased costs to us which may affect our gross margins, or through reduced revenue as a result of a decline in the number and average size of customer transactions.

A Substantial Percentage of Our Revenue Is Dependent on One Customer.

A large portion of our revenues is dependent on one customer, Costco Wholesale Corporation (“Costco”). For the years ended April 30, 2024, and 2023, Costco accounted for approximately 19% and 39% of our total sales, respectively. Further, we do not have a long-term purchase contract with Costco. The loss of Costco as a customer may materially and adversely affect our revenues. Additionally, a reduction in purchase orders for some or all of our products from any particular customer may materially and adversely affect our revenues. For the year ended April 30, 2024, we experienced a decrease in sales from food import and distribution compared to the year ended April 30, 2023, primarily due to a 46% reduction in purchase orders from Costco, one of our largest customers, for White Rabbit ice cream.

Home Improvement

Loss of one or more of our manufacturers or our failure to timely identify and establish relationships with new co-manufacturers could harm our business and impede our growth.

We currently rely on three of our manufacturers to provide us with our product, and the loss of Hong Sheng (Vietnam) Industry Company Limited (“Hong Sheng”) would have a material impact on our business as Hong Sheng supplies approximately sixty percent (60%) of our home improvement products. We do not have manufacturing agreements with them and are based on purchase orders. Volumes produced under each of these purchase order can fluctuate significantly based on their production capacity, and other factors, none of which are under our direct control. Any of the manufacturers with whom we do not have a written contract could seek to alter or terminate its relationship with us at any time, leaving us with periods during which we have limited or no ability to manufacture our products. If we need to replace a manufacturer, there can be no assurance that additional capacity will be available when required on acceptable terms, or at all.

An interruption in, or the loss of operations at, one or more of our manufacturers’ facilities, which may be caused by work stoppages, labor shortages, strikes or other labor unrest, production disruptions, product quality issues, local economic and political conditions, restrictive governmental actions, border closures, disease outbreaks or pandemics (such as COVID-19), the outbreak of hostilities, acts of war, terrorism, fire, earthquakes, severe weather, flooding or other natural disasters at one or more of these facilities, could delay, postpone or reduce production of some of our products, which could have a material adverse effect on our business, results of operations and financial condition until such time as such interruption is resolved or an alternate source of production is secured.

We believe there are a limited number of competent, high-quality manufacturers in the industry that meet our strict quality and control standards, and as we seek to continue to obtain additional or alternative manufacturer arrangements in the future, there can be no assurance that we would be able to do so on satisfactory terms, in a timely manner, or at all. Additionally, as we expand our operations, we will need to further develop relationships with manufacturers overseas to meet sales demand, and there can be no assurance that we will be able to successfully do so. Therefore, the loss of one or more manufacturers, any disruption or delay at a manufacturer or any failure to identify and engage new manufacturers for our products could delay, postpone or reduce production of our products, which could have a material adverse effect on our business, results of operations and financial condition.

We may be harmed by negative publicity.

We operate in highly competitive industries, and there are other companies in the market that offer similar products. We derive most of our customers through word of mouth, and we rely on the positive feedback of our customers. Thus, customer satisfaction is critical to the success of our business, as this will also result in potential referrals from our existing customers. If we fail to meet our customers’ expectations, there may be negative feedback regarding our products and/or services, which may have an adverse impact on our business and reputation. In the event we are unable to maintain a high level of customer satisfaction, or any customer dissatisfaction is inadequately addressed, our business, financial condition, results of operations and prospects may also be adversely affected.

Our reputation may also be adversely affected by negative publicity in reports, publications such as major newspapers and forums, or any other negative publicity or rumors. There is no assurance that our Group will not experience negative publicity in the future or that such negative publicity will not have a material and adverse effect on our reputation or prospects. This may result in our inability to attract new customers or retain existing customers and may in turn adversely affect our business and results of operations.

We compete with numerous home improvement manufacturers in highly competitive markets. Competition can affect customer preferences, reduce demand for our products, negatively affect our product sales mix, leverage greater financial resources, or cause us to lower prices, any or all of which could adversely affect our financial condition, liquidity or results of operation.

Our markets are highly competitive. We compete for sales of home improvement products with many manufacturers and large-sized wholesale distributors of home improvement products such as cabinets, countertops and flooring as well as with manufacturers who also produce other these products. Some of our competitors have greater financial resources than we do. Competition can reduce demand for our products, negatively affect our product sales mix or cause us to lower prices. Our customers consider our products’ performance, content and styling, as well as customer service and price when deciding whether to purchase our products. Shifting consumer preference in our highly competitive markets whether for performance, product content, styling preferences, or our inability to develop and offer new competitive performance features, could have an adverse effect on our sales. Regulatory action or new product standards could also steer consumers away from our products.

In addition, excess industry capacity for certain products in several geographic markets could lead to industry consolidation and/or increased price competition. We are also subject to potential increased price competition from overseas competitors, which may have lower cost structures.

Our failure to compete effectively through the management of our product portfolio, by meeting consumer preferences and gaining market leadership could have a material adverse effect on our financial condition, liquidity or results of operations.

If we are unable to anticipate consumer preferences and successfully develop and introduce new, innovative and updated products, we may not be able to maintain or increase our net revenues and profitability.

Our success depends on our ability to identify and originate product trends as well as to anticipate and react to changing consumer demands in a timely manner. All of our products are subject to changing consumer preferences that cannot be predicted with certainty. New products may not receive consumer acceptance as consumer preferences could shift rapidly to different types of home improvement products such as cabinets, countertops and flooring or away from these types of products altogether, and our future success depends in part on our ability to anticipate and respond to these changes. Failure to anticipate and respond in a timely manner to changing consumer preferences could lead to, among other things, lower sales and excess inventory levels, which could have a material adverse effect on our financial condition.

Potential disruptions in supplier payment terms and business operations could adversely affect our cash flow and business.

Our current home improvement business model relies significantly on favorable payment terms with our suppliers. Many of our suppliers provide us with low or no downpayment terms for delivery, and some even allow us to pay the balance due upon the sale of home improvement products. This arrangement supports our liquidity and operational flexibility. However, we could face substantial challenges if suppliers demand higher down payments or if we experience low product turnover.

Several factors could lead suppliers to change their payment terms, including:

•        Economic downturns affecting supplier liquidity;

•        Changes in supplier financial policies or ownership;

•        Increased costs of raw materials impacting supplier cash flow;

•        Supply chain disruptions or delays; and

•        Shifts in market dynamics or competitive pressures.

If suppliers demand higher down payments, we may need to use more of our cash reserves or seek additional financing. This could increase our operational costs and strain our liquidity. Additionally, lower product turnover could delay our ability to pay suppliers, damaging our relationships with them and potentially leading to supply shortages or increased costs.

Significant changes in payment terms or supply chain disruptions could impair our ability to maintain inventory levels, fulfill customer orders, and sustain business operations. This could result in decreased sales, reduced profitability, and harm to our market reputation. Any changes in these conditions could adversely affect our cash flow, business operations, financial condition, and results of operations.

Our business is subject to seasonal influences, and uncharacteristic or significant weather conditions, climate change, natural disasters, as well as other catastrophic events, could impact our operations.

Natural disasters, such as hurricanes, tropical storms, fires, floods, droughts or water scarcity, tornadoes, and earthquakes; unseasonable, unexpected or extreme weather conditions, whether as a result of climate change or otherwise; acts of terrorism or violence, including active shooter situations; public health concerns, such as pandemics and quarantines and related impacts; civil unrest; geopolitical or military conflicts or acts of war, as well as any related sanctions or other government or private responses; or similar disruptions and catastrophic events could have and have on occasion had an adverse effect on our operations or financial performance in a number of ways. These types of events can affect consumer spending and confidence and consumers’ disposable income, particularly with respect to home improvement projects. They can also adversely affect our work force and prevent employees from reaching our facilities. They can, temporarily or on a long-term basis, disrupt or disable operations of portions of our supply chain and distribution network, including causing reductions in the availability of inventory and disruption of utility services.

Furthermore, the long-term impacts of climate change, whether involving physical risks (such as extreme weather conditions) or transition risks (such as regulatory or technology changes) are expected to be widespread and unpredictable. These changes over time could affect, for example, the availability and cost of or demand for certain consumer products, commodities, and energy (including utilities), which in turn may impact our ability to procure certain goods or services for the operation of our business at the quantities and levels we consider optimal.

As a consequence of these or other catastrophic or uncharacteristic events, we may experience interruption to our operations, increased costs, changes in customer behavior or demand, or losses of property, equipment or inventory, which would adversely affect our revenue and profitability.

Uncertainty regarding the housing market, economic conditions, political and social climate, public health issues, and other factors beyond our control could adversely affect demand for our products and services, our costs of doing business, and our financial performance.

Our financial performance depends significantly on the stability of the housing and home improvement markets, as well as general economic conditions, including changes in gross domestic product. Adverse conditions in or uncertainty about these markets, the economy, or the political or social climate could adversely impact, and we believe in some cases has adversely impacted, our customers’ confidence or financial condition, causing them to decide against purchasing home improvement products and services, causing them to delay purchasing decisions, or impacting their ability to pay for products and services. Other factors beyond our control — including unemployment and foreclosure rates; interest rate fluctuations, including central banks’ actions to control inflation; inflation or deflation; fuel and other energy costs; raw material or other shortages; labor and healthcare costs; the availability of financing; the state of the credit markets, including mortgages, home equity loans and

consumer credit; changes in tax rates and policy; weather and natural disasters (including the potential impacts of climate change); acts of terrorism or violence, including active shooter situations; public health issues, including pandemics and related impacts; geopolitical or military conflicts or acts of war, as well as any related sanctions or other government or private responses; and civil unrest, could further adversely affect demand for our products and services, our costs of doing business, and our financial performance. If we experience inflation or deflation at a level beyond our ability to respond effectively, we may not be able to adjust prices to sufficiently offset the effects without negatively impacting consumer demand or margins. For example, in an effort to address inflation, central banks may raised interest rates, which may adversely impact demand, including influencing in part the shifts in consumer purchasing from big-ticket, more discretionary purchases to smaller, less discretionary purchases.

Our costs of doing business could increase as a result of changes in, expanded enforcement of, or adoption of new federal, state, local or international laws and regulations.

We are subject to various U.S. federal, state and local laws and regulations, as well as international laws and regulations, that govern numerous aspects of our business. In recent years, a number of new laws and regulations have been adopted, there has been expanded enforcement of certain existing laws and regulations by federal, state and local agencies, and the interpretation of certain laws and regulations has become increasingly complex. These laws and regulations, and related interpretations and enforcement activity, may change as a result of a variety of factors, including political, economic or social events. Changes in, expanded enforcement of, or adoption of new federal, state, local or international laws and regulations governing minimum wage or living wage requirements; the classification of exempt and non-exempt employees; the distinction between employees and contractors; other wage, labor or workplace regulations; healthcare; data privacy and cybersecurity; the sale, marketing, sourcing, and pricing of some of our products; transportation, logistics and interstate delivery operations, international trade; supply chain transparency; the sourcing of raw materials, including timber and minerals, used in our products; taxes, including changes to corporate tax rates; restrictions on carbon dioxide and other greenhouse gas emissions; competition and antitrust requirements and enforcement; ESG programs, transparency and reporting, including U.S. federal or state or international regulations; energy costs and consumption; or hazardous waste disposal and other environmental matters could increase our costs of doing business or impact our sales, operations or profitability.

In addition, regulators, customers, investors, employees, and other stakeholders are increasingly focusing on cybersecurity, data privacy, and ESG matters and related disclosures. These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses, heightened risks of litigation and enforcement actions, and increased management time and attention spent complying with or meeting such regulations and expectations. Initiatives and goals within the scope of ESG could be difficult and expensive to implement, the technologies needed to implement them may not be cost effective and may not advance at a sufficient pace, and we could be criticized or face reputational or regulatory risks regarding the accuracy, adequacy or completeness of the disclosure.

The inflation or deflation of commodity and other prices could affect our prices, demand for our products, our sales and our profit margins.

Prices of certain commodity products, including lumber and other raw materials, are historically volatile and are subject to fluctuations arising from changes in domestic and international supply and demand, inflationary or deflationary pressures, labor costs, competition, market speculation, government regulations, tariffs and trade restrictions, natural disasters, geopolitical conflicts, and periodic delays in delivery. For example, conflicts in Europe and the Middle East and the related international responses have exacerbated inflationary pressures, including causing increases in commodity prices, fuel and other energy costs, and shipping costs. Rapid and significant changes in commodity and other prices, such as changes in lumber prices, and our ability to pass them on to our customers or manage them through other processes, may affect the demand for our products, our sales and our profit margins. If product cost inflation increases beyond our ability to control our related costs, we may not be able to adjust prices to sufficiently offset the effect of the various cost increases without negatively impacting consumer demand.

Our Indoor Home Improvement Business is Dependent on a Limited Number of Suppliers.

For the year ended April 30, 2024, two vendors accounted for 43% and 10% of our total purchases, primarily in the Indoor Home Improvement business. Although we believe that we can find other vendors to obtain our supplies, the loss of any one of these vendors could immediately and adversely affect our ability to provide products to our customers.

Risks Related to Our common stock, Preferred Stock and this Offering

The offering price for our common stock may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The offering price for our common stock will be determined by negotiations between us and the underwriters and does not bear any relationship to our earnings, book value or any other indicia of value. We cannot assure you that the market price of our common stock will not decline significantly below the offering price. The financial markets in the United States and other countries have historically and may in the future experience significant price and volume fluctuations. Volatility in the price of our common stock may be caused by factors outside of our control and may be unrelated or disproportionate to changes in our results of operations.

You may experience extreme stock price volatility, including any stock-run up, unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock.

Our common stock may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. In particular, our common stock may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices, given that we will have relatively small public floats after this offering. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects.

Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. As a result of this volatility, investors may experience losses on their investment in our common stock. Furthermore, the potential extreme volatility may confuse the public perception of the value of our stock, distort the market perception of our stock price, our company’s financial performance, public image, and negatively affect the long-term liquidity of our common stock, regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our common stock and understand the value thereof.

You will experience immediate and substantial dilution in the net tangible book value of our common stock purchased.

The offering price of our common stock is substantially higher than the net tangible book value per share of our common stock. Consequently, when you purchase our common stock in the offering and upon completion of the offering, you will incur immediate dilution of $3.96 per share, based on an assumed offering price of $4.50 per share, assuming the underwriters do not exercise the over-allotment option. In addition, you may experience further dilution to the extent that additional shares of common stock are issued upon the exercise of outstanding warrants or options we may grant from time to time.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our shares of common stock, the price of our common stock and trading volume could decline.

The trading market for our common stock may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our common stock would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our common stock and the trading volume to decline.

The market price of our common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the offering price.

The offering price for our common stock will be determined through negotiations between the underwriters and us and may vary from the market price of our common stock following our offering. If you purchase our common stock in this offering, you may not be able to resell those shares at or above the offering price. The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

•        actual or anticipated fluctuations in our revenue and other operating results;

•        the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

•        actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

•        announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;

•        price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

•        lawsuits threatened or filed against us; and

•        other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business.

Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our shares of common stock.

We anticipate that we will use the net proceeds from this offering along with our existing cash and cash equivalents, to fund enhancements to our current supply chain management as well as the development of additional functionalities of our business expansion, expansion of sales and distribution channels in order to reach a broader customer base, talent development and retention, as well as for working capital and other general corporate purposes. Our management will have significant discretion as to the use of the net proceeds to us from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the market price of our shares of common stock.

As a “controlled company” within the meaning of the Nasdaq Marketplace Rule 5615(c), we intend to choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public stockholders.

Upon completion of this offering, our chairperson, chief executive officer, and President, Ms. Yin Yan, will control approximately 93.93% of the aggregate voting power of our outstanding voting securities, assuming no exercise of the over-allotment option (or 93.74% assuming full exercise of the over-allotment option), and we will be deemed a

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

•        our goals and strategies;

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

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

•        our dividend policy;

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

•        our expectation regarding the use of proceeds from this offering;

•        our projected markets and growth in markets;

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

•        competition in our industry;

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

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

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

•        assumptions underlying or related to any of the foregoing.

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

Industry and other Data

We obtained the industry, market and competitive position data in this prospectus from our own internal estimates and research as well as from industry and general publications and research, surveys by third parties, and industry report commissioned by us and prepared by Frost & Sullivan, an independent research firm, regarding our industry. Information that is based on estimates, forecasts, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information based on various factors, including those discussed in “Risk Factors.”

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the common stock we are offering will be approximately $7.66 million. If the underwriters fully exercise the over-allotment option, the net proceeds of the common stock we sell will be approximately $8.90 million. These estimates assume an initial public offering price of $4.50 per share, the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus. “Net proceeds” is what we expect to receive after deducting the underwriting discount and commission and estimated offering expenses payable by us. We intend to use the net proceeds from this offering, along with our existing cash and cash equivalents, as follows:

•        approximately $3 million, or 39.16% of the offering proceeds, to fund development of our supply chain management and additional functionalities of our system;

•        approximately $2 million, or 26.11% of the offering proceeds, to fund business expansion through strategic acquisitions and investments. As of the date of this prospectus, no acquisition target has been identified;

•        approximately $2 million, or 26.11% of the offering proceeds, to fund expansion of sales and distribution channels in order to reach a broader customer base; and

•        the remaining $0.66 million, or 8.62% of the offering proceeds, to fund talent development and retention, as well as for working capital and other general corporate purposes.

This expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering or the amounts that we will actually spend on each allocation. As a result, our management will have significant discretion in the use of any net proceeds and Investors will be relying on the judgment of our management regarding the application of the proceeds.

The principal purpose of this offering is to increase our capitalization and financial flexibility, create a public market for our common stock and thereby enable access to the public equity markets for us and our stockholders. See “Certain Relationships And Related Party Transactions — Other Related Parties Transactions.”

Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

MARKET FOR OUR COMMON STOCK AND DIVIDEND POLICY

Market for common stock

Prior to this offering, our common stock has not been traded on an established public trading market, and quotations for our common stock were not reported on any market. As a result, there has been no regular market for our common stock. As of January 6, 2025, there were 15,004,004 shares of common stock issued and outstanding held by 12 holders of record.

We intend to apply to list our common stock for trading on the Nasdaq Capital Market, under the symbol “MWYN” although there can be no assurance our listing will be approved. We cannot assure you that a liquid trading market for our common stock will develop or be sustained after this offering. You may not be able to sell your shares quickly or at the market price if trading in our common stock is not active.

Dividend Policy

We have never declared or paid any cash dividends on our common stock and we do not anticipate paying any cash dividends in the foreseeable future. Investors should not purchase our common stock with the expectation of receiving cash dividends. The payment of dividends, if any, in the future is within the discretion of our Board of Directors and will depend on our earnings, capital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to finance the development and growth of our business.

CAPITALIZATION

The following table sets forth our cash and capitalization as of October 31, 2024:

•        on an actual basis;

•        on a pro forma as adjusted basis to give effect to the sale of common stock in this offering, assuming no exercise of the underwriters’ option to purchase additional shares, at an assumed initial public offering price of $4.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the application of the proceeds therefrom as described in “Use of Proceeds.”

The information below is illustrative only, and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read the information in this table together with our financial statements and accompanying notes appearing at the end of this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Description of Capital Stock” sections of this prospectus.

____________

(1)      The capitalization table has been retroactively adjusted to reflect the effects of the (i) 1.55-for-1 forward stock split of our common stock, and (ii) 4.5-for-1 forward stock split of our Series A Super-Voting Preferred Stock effected on September 9, 2024. Excludes the 93,000 shares of common stock reserved for issuance under our 2024 Amended and Restated Equity Incentive Plan.

(2)      Reflects the sale of shares of common stock in this offering, after deducting the estimated underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us, and furthermore assuming no exercise of the over-allotment option by the underwriter. Additional paid-in capital reflects the net proceeds we expect to receive after deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us.

(3)      If the underwriters’ over-allotment option to purchase additional shares from us were to be exercised in full, pro forma (i) issued and outstanding shares of common stock would be 17,004,004, (ii) additional paid-in capital would be $11.29 million, (iii) total stockholders’ equity would be $11.28 million, and (iv) total capitalization would be $12.57 million.

The pro forma information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

DILUTION

If you purchase common stock in this offering, your interest will be diluted immediately to the extent of the difference between the assumed initial public offering price of $4.50 per share (which is the midpoint of the price range set forth on the cover page of this prospectus) and the net tangible book value per share of our common stock immediately upon the consummation of this offering.

Our historical net tangible book value as of October 31, 2024 was approximately $1,558,274, or $0.10 per share. Net tangible book value per share of our common stock represents our total tangible assets (total assets less intangible assets) less total liabilities divided by the number of shares of common stock outstanding as of that date.

Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers in this offering and the as adjusted net tangible book value per share of common stock immediately after completion of this offering. After giving effect to our sale of 2,000,000 shares of common stock in this offering at an assumed initial public offering price of $4.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting underwriters’ commissions and estimated offering expenses, our as adjusted net tangible book value as of October 31, 2024, would have been $9.22 million, or $0.54 per share. This represents an immediate increase in net tangible book value of $0.44 per share to existing stockholders and an immediate dilution in net tangible book value of $3.96 per share to purchasers of securities in this offering, as illustrated in the following table:

A $0.50 increase (or decrease) in the assumed initial public offering price of $4.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, would increase (or decrease) the as adjusted net tangible book value per share after this offering by approximately $0.05, and dilution in net tangible book value per share to new investors by approximately $0.45 per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Similarly, each 400,000 share increase in the number of shares offered by us would increase the as adjusted net tangible book value per share after this offering by $0.08 per share and decrease the dilution per share to new investors participating in this offering by $0.08 per share, and each 400,000 share decrease in the number of shares of common stock offered by us in this offering would decrease the as adjusted net tangible book value per share by $0.08 per share, and increase the dilution per share to new investors in this offering by $0.08 per share, assuming that the assumed initial public offering price per share of $4.50 remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The tables above assume no exercise by the Representative of its over-allotment option to purchase additional shares of our common stock from us in this offering. If the Representative exercises its over-allotment option in full to purchase 300,000 additional shares of common stock in this offering at the assumed offering price of $4.5 per share, the adjusted net tangible book value per share after this offering would be $0.60 per share, the increase in the adjusted net tangible book value per share to existing stockholders would be $0.50 per share and the dilution to new investors purchasing common stock in this offering would be $3.90 per share.

To the extent that outstanding exercisable over-allotment options or warrants are exercised, you may experience further dilution.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management’s discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with those statements. You should read the following discussion in conjunction with “Selected Historical Financial and Other Data” and our audited consolidated financial statements and related notes which are included elsewhere in this prospectus. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to, those described under “Risk Factors” and included in other portions of this prospectus.

Forward-Looking Statements

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

Overview

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

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

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

Key Factors that Affect Our Results of Operations

Operating cost increase after initial public offering

Following our initial public offering, we will be subject to increased operating costs related to our listing on the Nasdaq Capital Market and we are subject to increased costs related to our compliance with Securities Act and Exchange Act periodic reporting annual audit expenses, the legal service expenses, and related consulting service expenses.

Competition

The supply chain industry is highly competitive, with a wide range of players offering various services such as logistics, transportation, warehousing, and distribution. Competitors range from large multinational corporations to small and medium-sized enterprises, each with their own strengths and capabilities. Supply chain disruptions

often occur due to natural disasters or geopolitical events. We see talent shortage and skills gap in supply chain management. We also face regulatory compliance and trade restrictions. Security and data privacy are also concerns in global trade as well as fluctuations in exchange rates and raw material prices.

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

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

How to Assess Our Performance

In assessing performance, management considers a variety of performance and financial measures, including principal growth in net sales, gross profit and selling, and general and administrative expenses (“G&A expenses”). The key measures that we use to evaluate the performance of our business are set forth below.

Revenues

We derive our revenues primarily from food imports and distribution and sale of home remodeling products.

We accrue estimated sales returns based on historical results together with current product sales performance. The allowance for sales returns as of April 30 2024 and 2023, was $205,988 and $113,596, respectively. The allowance for sales returns as of October 31 2024, and 2023, was $205,988 and $113,596, respectively.

Gross Profit

We calculate gross profit as net sales less cost of sales. Gross margin represents gross profit as a percentage of net sales. The components of our cost of sales may not be identical to those of our competitors. As a result, our gross profit and gross margin may not be comparable to similar data made available by our competitors.

Selling, General and Administrative Expenses

Selling expenses mainly consist of advertising and marketing, sales commission and showroom maintenance.

G&A expenses mainly consist of payroll expense, office and auto leasing, contracted labor, food testing, consulting, deprecation and insurance.

Selected Income Statement Items

Revenues

We derive our revenues from (i) Sale of food and beverages, (ii) Sale of indoor home improvement products, and (iii) Consulting services. The following table presents our revenue by product and service types and as percentages of our total revenues for the periods presented.

Sales from food import and distribution

Sales from food import and distribution accounted for 0.82% and 22.83% of total sale for the six months ended October 31, 2024 and 2023, respectively. Sales from food import and distribution decreased by $1,254,664 from $1,299,550 for the six months ended October 31, 2023 to $44,886 for the six months ended October 31, 2024. The decrease in our sales was primarily due to significantly reduced purchase orders from Costco, one of our largest customers, particularly in demand for White Rabbit ice cream. We are in the process of a product rotation and update for White Rabbit brand products with Costco and are waiting for Costco’s approval before we can relaunch the sale of the White Rabbit brand product. We are also working with Costco on bringing more new products to their stores.

Sales from food import and distribution accounted for 26.07% and 38.95% of total sale for the years ended April 30, 2024 and 2023, respectively. Sales from food import and distribution decreased by $1,276,229 from $4,383,812 for the year ended April 30, 2023 to $3,107,583 for the year ended April 30, 2024. The decrease in our sales was primarily due to the reduced purchase orders by 46% from Costco, one of our largest customers, particularly in demand for White Rabbit ice cream.

Sales of home remodeling products

Sales of home remodeling products accounted for 97.51% and 77.17% of total sales for the six months ended October 31, 2024 and 2023, respectively. Sales of home remodeling products increased by $963,882, or 21.94% from $4,393,047 for the six months ended October 31, 2023 to $5,356,929 for the six months ended October 31, 2024. The increase in our sales was mainly due to the addition of new products and increased sales orders for cabinets as a result of our efforts to expand our wholesale business. For the six months ended October 31, 2024, we had sales orders of approximately 3,273 pieces, an increase of 977 sales orders or 42.55%, compared with 2,296 sales orders in the six months ended October 31, 2023.

Sales of home remodeling products accounted for 72.38% and 61.05% of total sales for the years ended April 30, 2024 and 2023, respectively. Sales from sale of home remodeling products increased by $1,756,343, or 25.56% from $6,871,644 for the year ended April 30, 2023 to $8,627,987 for the year ended April 30, 2024. The increase in our sales was mainly due to the addition of new product types and increased sales for cabinets as a result of our efforts to expand our wholesale business. For the year ended April 30, 2024, we had sales orders of approximately 4,708 pieces, an increase of 1,458 sales orders or 44.86%, compared with 3,250 sales orders in the year ended April 30, 2023.

Consulting services

Consulting services accounted for 1.67% and nil of total revenues for the six months ended October 31, 2024 and 2023, respectively. Revenue from consulting services increased by $91,988, or 100.00% from nil for the six months ended October 31, 2023 to $91,988 for the six months ended October 31, 2024. We started our consulting services business in March 2024 through providing supply chain and brand management services proposals and solutions to customers to help them optimize their inventory management and product distribution strategy, to reduce delivery times, shipping costs and diversify distribution channels.

Consulting services accounted for 1.55% and nil of total revenues for the years ended April 30, 2024 and 2023, respectively. Revenue from consulting services increased by $185,000, or 100.00% from nil for the year ended April 30, 2023 to $185,000 for the year ended April 30, 2024. We started our consulting services business in March 2024 through providing supply chain and brand management services proposals and solutions to customers to help them optimize their inventory management and product distribution strategy, to reduce delivery times, shipping costs and diversify distribution channels.

Costs of Revenues

Cost of revenues consists of merchandise costs, as well as freight, duty, storge and other costs to transport inventory to the Company’s warehouse. Cost of revenues also includes costs for shrinkage, damaged product disposals, packaging and distribution of the products to customers.

We derive our costs from (i) food import and distribution, and (ii) sale of home remodeling products. The following table presents our costs of revenues as percentages of its corresponding revenue for the periods presented.

Cost of revenues from food import and distribution decreased by $681,243, from $704,976 for the six months ended October 31, 2023, to $23,733 for the six months ended October 31, 2024. Our cost of revenues from food import and distribution primarily includes inventory costs, storage and freight costs. The decrease in our cost of revenues for food import and distribution was mainly due to decreased sales volume resulting from decreased purchase orders from Costco, we did not have any orders from Costco for the six months ended October 31, 2024 while we had 24 orders from Costco for the six months ended October 31, 2023. We also had reduced storage fees and freight costs. The average purchase price for White Rabbit ice cream was $18.34 per case for the six months ended October 31, 2023.

Cost of revenues from food import and distribution decreased by $954,895, from $2,592,478 for the year ended April 30, 2023, to $1,637,583 for the year ended April 30, 2024. Our cost of revenues from food import and distribution primarily includes inventory costs, storage and freight costs. The decrease in our cost of revenues for food import and distribution was mainly due to decreased sales volume, we had a total 43 orders for the year ended April 30, 2024, a decrease of 18 or 29.5% from 61 orders for the year ended April 30, 2023. We also had reduced storage fees and decreased purchase price. Average purchase price for White Rabbit ice cream was $18.00 per case for the year ended April 30, 2024 compared with $18.77 per case for the year ended April 30, 2023. Additionally, the Company secured a more cost-effective logistics provider, which provided us a lower cost of customs duties and freight costs.

Cost of revenues for sale of home remodeling products increased by $218,317, or 8.50%, from $2,569,028 for the six months ended October 31, 2023, to $2,787,345 for the six months ended October 31, 2024. Our cost of revenues from sale of home remodeling products primarily includes inventory costs, storage, freight costs, damaged product disposals and packaging. The increase in our cost of sales for sale of home remodeling products was mainly due to the increase in our sales despite having decreased inventory purchase price and freight costs. Average purchase price for cabinets was $100 — $110 each for the six months ended October 31, 2024 compared with $110 — $120 each for the six months ended October 31, 2023. Average purchase price for flooring was $32 per box for the six months ended October 31, 2024 compared with $38 per box for the six months ended October 31, 2023. Average purchase price for marble and quartz was approximately $20 less per piece in the six months ended October 31, 2024 compared with October 31, 2023.

Cost of revenues for sale of home remodeling products increased by $1,125,964, or 30.24%, from $3,723,934 for the year ended April 30, 2023, to $4,849,898 for the year ended April 30, 2024. Our cost of revenues from sale of home remodeling products primarily includes inventory costs, storage, freight costs, damaged product disposals and packaging. The increase in our cost of sales for sale of home remodeling products was mainly due to the increase in our sales volume despite having decreased inventory purchase price and freight costs. Average purchase price for cabinets was $100 – $110 each for the year ended April 30, 2024 compared with $110 – $120 each for the year ended April 30, 2023. Average purchase price for flooring was $32 per box for the year ended April 30, 2024 compared with $38 per box for the year ended April 30, 2023. Average purchase price for marble and quartz was approximately $20 less per piece in the year ended April 30, 2024 compared with April 30, 2023.

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

Selling, General and Administrative Expenses

Selling expenses mainly consist of advertising costs, promotion expenses, commission expenses, shipping and delivery expenses, showroom maintenance expenses, and payroll and related expenses for personnel engaged in selling and marketing activities. We expect our selling and marketing expenses as a percentage of total sales to modestly increase in the foreseeable future to achieve high-quality growth.

General and administrative expenses primarily consist of costs for corporate functions, including payroll and related expenses; facilities and equipment expenses such as depreciation and amortization expense, rents, professional fees and utilities costs. We expect our general and administrative expenses as a percentage of total sales to decrease in the foreseeable future as we continue to enhance overall cost control to improve operating margin.

Results of Operations

Comparison of the six months ended October 31, 2024 and 2023

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

Revenues

Sales for the six months ended October 31, 2024 and 2023 were $5,493,803 and $5,692,597, respectively, a decrease of $198,794 or 3.49%. The decrease of sales in 2024 was primarily attributed to decreased sale of food imports and distribution by $1,254,664 which was partly offset by increased home remodeling products by $963,882 and increased consulting service by $91,988,

We imported and distributed new products with total revenue of $44,886 during the six months ended October 31, 2024. We are working with a few large food distributers and vendors in Asia to bring more authentic premium Asia foods to the U.S.

We sold 24,471 cabinets with average selling price of $139.89 each during the six months ended October 31, 2024 compared with 15,842 cabinets with average selling price of $165.47 each during the six months ended October 31, 2023. We sold 3,139 boxes of flooring with average selling price of $47.39 per box during the six months ended October 31, 2024 compared with 3,695 boxes of flooring with average selling price of $46.93 per box during the six months ended October 31, 2023. We sold 4,395 pieces of engineered marble or quartz with average selling price of $195.93 per piece during the six months ended October 31, 2024 compared with 2,962 pieces of quartz with average selling price of $225.97 per piece during the six months ended October 31, 2023. Our average selling price decreased significantly during the six months ended October 31, 2024, which was a result of our strategic change of

our operations by focusing to develop wholesale customers starting from fiscal year 2024. Selling price to wholesale customers was significantly lower than the selling price to retail customers but the sales quantity for each order was usually larger.

Cost of revenues

Cost of revenues for the six months ended October 31, 2024, and 2023 was $2,836,626 and $3,274,004, respectively, a decrease of $437,378 or 13.36%. The decrease of cost of revenues in 2024 was primarily attributed to decreased cost from sale food import and distribution by $681,243 or 96.63%, resulting from decreased sales, which was partly offset by increased cost from home remodeling products by $218,317 or 8.50%. Cost of revenues for food import and distribution as a percentage of total revenues was 0.43% and 12.38%, respectively, for the six months ended October 31, 2024 and 2023. Cost of revenues for home remodeling products as a percentage of total revenues was 50.74% and 45.13%, respectively, for the six months ended October 31, 2024 and 2023. Cost of revenues associated with our consulting services was immaterial and primarily consisted of labor costs.

Gross Profit and Gross Margin

The gross profit for the six months ended October 31, 2024 and 2023 was $2,657,177 and $2,418,593 respectively, an increase of $238,584 or 9.86%. The blended gross profit margin was 48.37% for 2024 compared 42.49% for 2023. Gross profit for food import and distribution decreased by 96.44% in 2024 due to decreased sales to Costco. Gross profit for sale of home remodeling products increased by 40.87% in 2024 due to our expansion of wholesale business, for which we offered more discounts to our wholesale customers.

Selling Expenses

The following table summarizes selling expenses:

Our selling expenses were 317,659 for the six months ended October 31, 2024, as compared to $417,813 for the six months ended October 31, 2023, representing a decrease of $100,155, or 23.97%. The decrease in the selling expense was mainly due to 1) decreased shipping expenses by $22,129 or 93.16% as compared to the same period in 2023 resulting from significantly decreased sales to Costco; 2) decreased sales commission expenses by $162,583; which was partly offset by increased payroll expenses by $99,988 or 52.86% due to increased employees. Selling expenses accounted for 5.78% and 7.34% of our total revenues for the six months ended October 31, 2024 and 2023, respectively.

General and Administrative Expenses

The following table summarizes general and administrative expenses:

Our general and administrative expenses were $2,604,762 for the six months ended October 31, 2024, as compared to $1,482,659 for the six months ended October 31, 2023, reflecting an increase of $1,122,103 or 75.68%. The increase in general and administrative expenses included increased payroll expense, professional fee, rent expenses, depreciation and amortization, meal and entertainment expenses, and other expenses, which was partly offset by decreased testing fee.

The payroll expense increased by $371,015 or 79.80% as compared to the same period in 2023, the increase was mainly from increased number of employees and increased hourly rate as adjusted to reflect general inflation. Professional fee increased by $478,174 or 775.37% as compared to the same period in 2023, resulting from audit, accounting and consulting related costs. Rent expense increased by $175,338 or 29.36% as compared to the same period in 2023, which was mainly due to the initiation of the Company’s new office and warehouse lease in 2024. Meal and entertainment expenses increased by $34,976 or 290.35% as compared to the same period of 2023 for establishing and enhancing customer relations. Depreciation and Amortization expenses increased by $33,241 or 59.66%. Due and subscription increased by $15,160 or 61.07%, and office expenses increased by $2,804 or 49.51%.

General and administrative expenses accounted for 47.41% and 26.05% of our total revenues for the six months ended October 31, 2024 and 2023, respectively.

Other income (expense), net

Other expenses was $30,724 for the six months ended October 31, 2024, compared to other expenses of $7,287 for the six months ended October 31, 2023. For the six months ended October 31, 2024, other expenses mainly consisted of interest expense of $30,464, and other expenses of $3,121, which was partly offset with other income of $2,861. For the six months ended October 31, 2023, other expenses mainly consisted of interest expense of $9,251 and other expense of $959, which was partly offset with other income of $2,923.

Income tax provision

Income tax expenses were $146,932 for the six months ended October 31, 2024, representing an increase of $6,005 or 4.26% from $140,927 for the six months ended October 31, 2023, due to increased taxable income of Grand Forest. Marwynn, FuAn and Grand Forest file separate income tax return.

Net income (loss)

As a result of the above, we had a net loss of $442,900 for the six months ended October 31, 2024, compared to net income $369,906 for the six months ended October 31, 2023, a decrease of net income of $812,806 or 219.73%, which was mainly resulting from increased audit, accounting and consulting fee, rent expense and payroll costs.

Comparison of the years ended April 30, 2024 and 2023

The following table summarizes our consolidated results of operations and as percentages of our total sales for the years presented.

Revenues

Sales for the years ended April 30, 2024 and 2023 were $11,920,570 and $11,255,456, respectively, an increase of $665,114 or 5.91%. The increase of sales in 2024 was primarily attributed to increased sale of home remodeling products by $1,756,342 and increased consulting service by $185,000, which was partly offset by decreased food imports and distribution by $1,276,228.

We sold 45,124 cases of White Rabbit ice cream with average selling price of $52.10 per case during the year ended April 30, 2024 compared with 86,550 cases with average selling price of $51.48 per case during the year ended April 30, 2023. We imported and distributed new products with total revenue of $0.79 million during the year ended April 30, 2024. We are working with a few large food distributers and vendors in Asia to bring more authentic premium Asia foods to the U.S.

We sold 30,828 cabinets with average selling price of $171.28 each during the year ended April 30, 2024 compared with 13,150 cabinets with average selling price of $212.04 each during the year ended April 30, 2023. We sold 5,730 boxes of flooring with average selling price of $47.97 per box during the year ended April 30, 2024 compared with 5,356 boxes of flooring with average selling price of $53.70 per box during the year ended April 30, 2023. We sold 5,782 pieces of engineered marble or quartz with average selling price of $229.57 per piece during the year ended April 30, 2024 compared with 753 pieces of quartz with average selling price of $439.27 per piece during the year ended April 30, 2023. We did not sell any engineered marble during the year ended April 30, 2023, engineered marble has an average purchase price of $65 per piece. Our average selling price deceased significantly during the year ended April 30, 2024, which was a result of our strategic change of our operations by focusing to develop wholesale customers starting from fiscal year 2024. Selling price to wholesale customers was significantly lower than the selling price to retail customers but the sales quantity for each order was usually larger.

Cost of revenues

Cost of revenues for the years ended April 30, 2024, and 2023 was $6,584,969 and $6,316,412, respectively, an increase of $268,557 or 4.25%. The increase of cost of revenues in 2024 was primarily attributed to increased cost from sale of home remodeling products by $1,125,964 or 30.24% resulting from increased sales, which was partly offset by decreased cost from food import and distribution by $857,407 or 33.07%. Cost of revenues as a percentage of revenues for food import and distribution was 52.70% and 59.14%, respectively, for the years ended April 30, 2024 and 2023. Cost of revenues as a percentage of revenues for home remodeling products was 56.21% and 54.19%, respectively, for the years ended April 30, 2024 and 2023. Cost of revenues associated with our consulting services was immaterial and primarily consisted of labor costs.

Gross Profit and Gross Margin

The gross profit for the years ended April 30, 2024 and 2023 was $5,335,601 and $4,939,044 respectively, an increase of $396,557 or 8.03%. The blended gross profit margin was 44.76% for 2024 compared to 43.88% for 2023. Gross profit margin for food import and distribution increased by 6.44% due to decreased inventory purchase cost and freight costs. Gross profit margin for sale of home remodeling products decreased by 2.02% due to our expansion of wholesale business, for which we offered more discounts to our wholesale customers.

Selling Expenses

The following table summarizes selling expenses:

Our selling expenses were $737,121 for the year ended April 30, 2024, as compared to $1,410,225 for the year ended April 30, 2023, representing a decrease of $637,104, or 47,73%. The decrease in the selling expense was mainly due to 1) a decreased compensation expense by $325,000 or 100.00% as compared to the same period in 2023. In fiscal

year 2023, FuAn’s management decided to make a one-time payment of $325,000 to Fulai Wang, a Stockholder in the Company and spouse of Yin Yan, our chairperson, chief executive officer, and president, as compensation for assisting FuAn in securing an important vendor relationship and helping to successfully launch our products at Costco, and there was no such bonus in fiscal year 2024; 2) decreased payroll expenses by $183,197 or 31.95% as compared to the same period in 2023; 3) decreased advertising and marketing expenses by $65,259 or 56.61% as compared to the same period in 2023; 4) decreased shipping expenses by $76,123 or 67.40% as compared to the same period in 2023 as a result of overall normalization of the shipping cost domestically and internationally from the extreme high shipping and transportation costs during the post-epidemic period; 5) decreased commission expenses by $42,470; which was partly offset by increased trade show expenses by $20,441 or 378.00%. During the year ended April 30, 2024, we attended more trade shows to promote our products and attract wholesale customers instead of doing radio or newspaper and magazine advertising. Selling expenses accounted for 6.18% and 12.53% of our total revenues for the years ended April 30, 2024 and 2023, respectively.

General and Administrative Expenses

The following table summarizes general and administrative expenses:

Our general and administrative expenses were $3,207,995 for the year ended April 30, 2024, as compared to $2,513,964 for the year ended April 30, 2023, reflecting an increase of $694,031 or 27.61%. The increase in general and administrative expenses included increased payroll expense and rent expense, which was partly offset by decreased professional fees, travel expenses and insurance expenses. The payroll expense increased by $396,715 or 62.93% as compared to the same period in 2023, the increase was mainly from increased number of employees and increased hourly rate as adjusted to reflect general inflation. Rent expenses increased by $416,697 or 44.48% as compared to the same period in 2023, which was mainly due to the initiation of the Company’s new office and warehouse lease in 2024. However, the increase in the general and administrative expenses was partly offset by decreased legal and professional fees, travel expenses and insurance expenses. Legal and professional fees decreased by $79,835 or 39.84% as compared to the same period in 2023 due to decreased consulting fees. Travel expenses decreased by $33,206 or 35.95% as compared to the same period in 2023. Insurance expenses decreased by $4,600 or 7.46% as compared to the same period of 2023.

Bad debt reversal was $37,134 for the year ended April 30, 2024, compared to bad debt expense of $61,832 for the year ended April 30, 2023, a decrease of bad debt expense of $98,967 or 160.06%.

General and administrative expenses accounted for 26.91% and 22.34% of our total revenues for the years ended April 30, 2024 and 2023, respectively.

Other income (expense), net

Other expense was $28,675 for the year ended April 30, 2024, compared to other income of $14,430 for the year ended April 30, 2023. For the year ended April 30, 2024, other expenses mainly consisted of interest expense of $27,835, other expense of $1,581, which was partly offset by other income $741. For the year ended April 30, 2023, other income mainly consisted of other income of $39,035, which was partly offset by interest expense of $17,165 and other expense of $7,440.

Income tax provision

Income tax expenses were $363,735 for the year ended April 30, 2024, representing an increase of $65,852 or 22.11% from $297,883 for the year ended April 30, 2023, resulting from increased taxable income in 2024.

Net income

As a result of the above, we had a net income of $998,075 for the year ended April 30, 2024, compared to $731,402 for the year ended April 30, 2023, an increase of $266,673 or 36.46%.

Liquidity and Capital Resources

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

In assessing our liquidity, we monitor and analyze our cash on-hand, our ability to generate sufficient revenue sources, the collection of our accounts receivable, our ability to obtain additional financial support in the future, and our operating and capital expenditure commitments. As reflected in our unaudited condensed consolidated financial statements, we had cash balance of approximately $0.06 million as of October 31, 2024, and $1.4 million as of April 30, 2024, respectively. We also had accounts receivable balance of approximately $0.8 million, among which approximately $0.2 million or 21.3% has been collected as of the date of this prospectus and the remaining balance is expected to be collected by March 2025.

As of October 31, 2024, and April 30, 2024, we had inventory balance of approximately $4.5 million and approximately $4.3 million, respectively, which is expected to be sold to customers within the next six months.

As of October 31, 2024, and April 30, 2024, we also recorded a total of approximately $0.2 million loans payable (including approximately $0.1million short-term loan, $24,212 short-term auto loan and $47,107 long-term auto loan) and $0.64 million loans payable (including approximately $0.5 million short-term loan, approximately $0.1 million long-term loan and $35,865 auto loan), respectively. We expect that we will be able to continue borrowing under our existing facilities based on past experience, our good credit history, and well-established relationship with the lenders.

As of October 31, 2024, and April 30, 2024, we had taxes payable of $472,303 and $474,531, respectively, primarily due to our increased taxable income.

As of October 31, 2024, and April 30, 2024, we had due to related parties balance of approximately $1,112,051 and $1,219,541, respectively. The balance of due to related parties was comprised of advances from our related parties and was used for working capital during our normal course of business. This due to related parties was memorialized pursuant to unsecured promissory notes between Grand Forest and the holders. The unsecured promissory notes are payable on demand on or after August 1, 2025, and carry no interest. In the absence of any demand, the entire principal shall be due on July 31, 2029.

Our working capital amounted to approximately $1.4 million as of April 30, 2024, and approximately $1.2 million as of October 31, 2024, respectively.

Currently, we are working to improve our liquidity and capital sources primarily through cash flows from operation, debt financing, and financial support from our principal stockholder. In order to fully implement our business plan and sustain continued growth, we may also seek equity financing from outside investors. Based on the current

operating plan, management believes that the above-mentioned measures collectively will provide sufficient liquidity for our Company to meet its future liquidity and capital requirements for at least 12 months from the issuance date of the consolidated financial statements.

However, as reflected in the accompanying unaudited condensed consolidated financial statements, the Company had net loss of $442,900 for the six months ended October 31, 2024 and cash outflow from operating activities of $682,541 for the six months ended October 31, 2024. The management plans to increase its revenue of FuAn by diversifying its markets from major mass market channels to ethnic supermarkets chains. In addition, FuAn has already finished the setup process to become a vendor to some major food distributors. The Company expects to increase sales through its distribution channels in the next quarter. FuAn has already engaged with regional buyers at Costco on new items and is awaiting Costco’s final approval, which the Company expects to happen in the coming months. The Company plans to increase Grand Forest’s revenue by providing more customized products to current customers. Also, Company plans to expand the market for its products to southern California. The Company is discussing with Los Angeles, California-based distributors about the potential opportunity of setting up a Los Angeles regional office. The Company believes the expanded sales force will strengthen the relationship of its long-time customers based in southern California and help to increase overall sales. The Company had unsecured promissory notes with several stockholders with a total balance of $ 1.11 million as of October 31, 2024. These unsecured promissory notes are payable on demand on or after August 1, 2025, and carry no interest. In the absence of any demand, the entire principal should be due on July 31, 2029. Management also intends to raise additional funds by way of a private or public offering, or by obtaining loans from banks or others.

The Company has historically funded its working capital needs primarily from operations. The working capital requirements are affected by the efficiency of operations and depend on the Company’s ability to increase its revenue. The Company believes that its cash on hand and operating cash flows will be sufficient to fund its operations over at least the next 12 months from the date of issuance of these unaudited condensed financial statements. However, the Company may need additional cash resources in the future if the Company experiences changed business conditions or other developments and may also need additional cash resources in the future if the Company wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If it is determined that the cash requirements exceed the Company’s amounts of cash on hand, the Company may seek to issue debt or equity securities or obtain a credit facility.

The following table summarizes our cash flows for the six months ended October 31,2024 and 2023, respectively and our cash flows for the years ended April 30,2024 and 2023, respectively.

Net cash provided by (used in) operating activities

Net cash used in operating activities was $682,541 for the six months ended October 31, 2024, mainly derived from (i) net loss of $442,900, adjusted for noncash activities to net loss including adding-back operating lease expense of $599,934, depreciation and amortization expense of $88,958, and change in deferred tax assets of $(5,179); (ii) net changes in operating assets and liabilities, principally comprising of a) an increase in payment on prepaid expenses and other current assets of $769,175, b) an increase in deferred IPO costs of $618,190, c) an increase in inventory of $213,349, d) an increase in payment of operating lease liabilities of $588,460, e) an increase in payment of finance lease liabilities of $4,826, and f) an increase in payment for income tax payable of $2,909, which was partly offset by g) an increase collection of accounts receivable of $557,695, h) an increase in outstanding accounts payable of $639,655, i) an increase in payment received from deferred revenue of $62,797, and j) an increase in outstanding accrued liabilities and other payable of $13,140.

Net cash provided by operating activities was $497,767 for the six months ended October 31, 2023, mainly derived from (i) net income of $369,906, adjusted for noncash activities to net income including adding-back operating lease expense of $431,985, and depreciation and amortization expense of $55,717, (ii) net changes in operating assets and liabilities, principally comprising of a) an increase in outstanding account payable of $550,770, b) an increase in payment from deferred revenue of $75,254, c) an increase in outstanding taxes payable of $140,127 and d) an increase in accrued liabilities and other payables of $13,773, which was partly offset by e) an increase in outstanding accounts receivable of $149,625, f) an increase in payment on prepaid expense and other current assets of $449,402, g) an increase in inventory of $168,441, h) an increase in payment of operating lease liabilities of $367,982, and i) an increase in payment of finance lease liabilities of $4,826.

Net cash outflow from operating activities increased by $1,180,308 for the six months ended October 31, 2024 comparing with the six month ended October 31, 2023, mainly resulting from a) decreased net income by $812,806 with add-back of non-cash adjustments to net loss by $195,768, b) increased cash outflow on inventory by $44,908, c) increased cash outflow on prepaid expenses and other current assets by $319,773, d) increased cash outflow on deferred IPO costs by $618,190, e) increased cash outflow on operating lease liabilities by $220,478, f) decreased cash inflow on deferred revenue by $12,457, g) decreased cash inflow on tax payable by $143,036, which was partly offset by h) increased cash inflow on accounts receivable by $707,320, and i) increased cash inflow from account payable by $88,885.

Net cash provided by operating activities was $1,048,810 for the year ended April 30, 2024, mainly derived from (i) net income of $998,075, adjusted for noncash activities to net income including adding-back operating lease expense of $1,027,786, depreciation and amortization expense of $143,090, sales return allowance of $92,392, and subtracting bad debts reversal of $37,134, and change in deferred tax assets of $27,810; (ii) net changes in operating assets and liabilities, principally comprising of a) a decrease in prepaid expenses and other current assets of $287,834, b) an increase in outstanding account payable of $78,232, c) an increase in customer deposits of $155,871, d) an increase in income tax payable of $389,946 and e) an increase in accrued liabilities and other payables of $12,178, which was partly offset by f) an increase in outstanding accounts receivable of $1,057,781, g) an increase in inventory of $74,782, h) an increase in payment of operating lease liabilities of $930,337, and i) an increase in payment of finance lease liabilities of $8,750.

Net cash used in operating activities was $140,557 for the year ended April 30, 2023, mainly derived from (i) net income of $731,402, adjusted for noncash activities to net income including adding-back operating lease expense of $711,936, sales return allowance of $61,814, bad debt expense of $61,832, depreciation and amortization expense of $98,755, and change in deferred tax assets of $212,497; (ii) net changes in operating assets and liabilities, principally comprising of a) an increase in outstanding account receivable of $394,104, b) an increase in inventory of $1,858,374, c) an increase in prepaid expense and other current assets of $68,395, d) an increase in payment of operating lease liabilities of $749,600, e) an increase in payment of finance lease liabilities of $6,377 and f) a decrease in deferred revenue of $950,756, which was partly offset by g) an increase in accounts payable of $1,130,653, h) an increase in accrued liabilities and other payables of $793,574, and i) an increase in tax payable of $84,586.

Net cash inflow from operating activities increased by $1,189,367 for the year ended April 30, 2024 compared with the year ended April 30, 2023, mainly resulting from increased net income by $266,673 with changes of non-cash adjustments to net income by $51,490, decreased cash outflow on inventory by $1,783,592, decreased cash outflow on prepaid expenses and other current assets by $356,229, decreased cash outflow on deferred revenue by $1,106,627, increased cash inflow on income tax payable by $305,360, which was partly offset by increased cash outflow on accounts receivable by $663,677, increased cash outflow on operating lease liabilities by $180,737, decreased cash inflow on accounts payable by $1,052,421, and decreased cash inflow on accrued liabilities and other payable by $781,396.

Net cash used in investing activities

Net cash used in investing activities was $1,748 for the six months ended October 31, 2024, compared to $64,529 in 2023. For the six months ended October 31, 2024, we purchased fixed assets for $1,748. For the six months ended October 31, 2023, we purchased fixed assets for $64,529.

Net cash used in investing activities was $377,950 for the year ended April 30, 2024, compared to $58,290 in 2023. For the year ended April 30,2024, we purchased fixed assets for $127,950, and acquisition of intangible assets for $250,000. For the year ended April 30, 2023, we purchased of fixed assets for $58,290.

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.