Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended: April 30, 2026

OR

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

For the transition period from _____________ to ____________

Commission File Number: 333-218733

VITANOVA LIFE SCIENCES CORPORATION

(Exact name of Registrant as specified in its charter)

39 E Broadway, Suite 603

New York, NY 10002

(Address of principal executive offices) (Zip Code)

+1 (516) 886-8888

(Registrant’s telephone number, including area code)

YIJIA GROUP CORP.

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

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

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates, as of the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $24,121,860 based on the closing price of the common stock as reported on the OTCID Basic Market.

As of July 28, 2026, the Registrant had 8,337,454 shares of common stock, $0.001 par value, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

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

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

The information contained in this Annual Report includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.

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

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

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

PART I

Item 1. Business.

General

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

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

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

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

During the year ended April 30, 2026, we started new product line of sale of healthy food products like olive juice, white sesame oil, aloe vera drink, etc.

Corporate History and Structure

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

On November 9, 2023, the Company founded NutriPeak Trading Corporation, a wholly owned subsidiary incorporated in Nevada.

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

Our organizational chart is below:

November 2025 Change of Share Capital

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

November 2025 Series A Preferred Stock

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

January 2026 Reverse stock split

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

Our Brands and Product Strategy

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

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

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

Other Business Activities – Consulting

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

Other Business Activities – Sale of Healthy Food Products

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

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

Sales and Marketing

Our targeted, consumer-driven marketing strategy has been key to building our brands and driving revenue growth. The Company utilizes a multi-channel sales and marketing strategy to increase brand visibility, broaden consumer reach, and support revenue growth. Products are promoted through direct-to-consumer channels, livestreaming platforms, retail partners, and wellness service networks, with a focus on science-based communication and targeted outreach to consumers seeking science-informed wellness supplement solutions.

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

Management believes this diversified approach enables the Company to effectively engage both online and offline consumers and supports scalable expansion in the United States and internationally.

Research and Development

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

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

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

Competition

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

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

Government Regulations

The U.S. Food and Drug Administration

Dietary Supplements and Foods

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

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

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

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

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

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

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

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

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

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

Federal Trade Commission

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

Foreign

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

Human Capital Resources

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

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

Insurance

As of the date of this Annual Report, we do not maintain product liability insurance, clinical trial insurance, key person insurance, business interruption insurance or other material commercial insurance coverage. We may seek to obtain one or more forms of insurance coverage in the future as our operations grow and financial resources permit; however, there can be no assurance that we will be able to obtain such coverage on commercially reasonable terms or at all.

Additional Information

We are a reporting issuer, subject to the Exchange Act. Our Quarterly Reports, Annual Reports, and other filings can be obtained from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549. You may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

Item 1A. Risk Factors.

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

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

RISK

Item 2. Properties.

Our property is located at 31 Lakeland Ave, Babylon, New York 11702, where we lease about 700 square feet of storage space. The lease for this storage is on a month-to-month basis. We consider our storage space to be adequate for our current needs. We believe that other suitable storage space would be available if we move to a different location upon the expiration of our current lease.

Our principal executive offices are located at 39 E Broadway, Suite 603, New York, NY 10002. Our telephone number is +1 (516) 886-8888.

Item 3. Legal Proceedings.

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

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

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

Market Information

Our common stock is traded on the OTCID Basic Market maintained by the OTC Markets Group, Inc., under the symbol “VNOV.” Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

Holders

There were 61 record holders of the Company’s common stock as of July 28, 2026. This figure does not include holders of shares registered in “street name” or persons, partnerships, associates, corporations or other entities identified in security position listings maintained by depositories.

Dividends

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

Recent Sales of Unregistered Equity Securities

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

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 6. [Reserved]

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

The following discussion of our results of operations and cash flows for the years ended April 30, 2026 and 2025, and financial conditions as of April 30, 2026, and 2025 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Form 10-K.

Forward looking statement notice

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

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

Corporate Overview

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

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

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

The Company provides consulting advisory services in management, business, accounting and finance services; and provides dietary supplement and healthy food products to domestic and international customers.

Results of Operations

We currently provide supplying dietary supplement and food products to domestic and international customers.

The following table sets forth certain operational data for the years ended April 30, 2026 and 2025:

Revenue

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

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

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

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

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

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

Cost of revenue

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

During the years ended April 30, 2026 and 2025, the following vendor accounted for 10% or more of our purchases:

Gross profit

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

Sales and distribution expenses

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

Personnel and benefit costs

We incurred personnel and benefit costs of $170,293 and $201,608 for the years ended April 30, 2026 and 2025, respectively. Personnel and benefit costs decreased by $31,315, or 16%, is primarily attributable to decreased salaries of our key management personnel.

General and administrative expenses

We incurred general and administrative expenses of $733,795 and $158,122 for the years ended April 30, 2026 and 2025, respectively. General and administrative expenses increased by $575,673, or 364% is primarily attributable to the increase in the legal and professional fees, as well as increased stock compensation expense during the fiscal year ending April 30, 2026.

Other income (expense)

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

Net income

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

Liquidity and capital resources

On April 30, 2026, we had total current assets of $2,430,523, which consisted primarily of $1,597,217 in cash, $726,743 in accounts receivable, $105,613 in inventories and $950 in other current assets. We had total current liabilities of $395,781, which consisted of $208,813 in accounts payable, $78,959 in accrued expenses and other current liabilities and $108,009 in income tax payable.

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

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

Cash Flows

The following table sets forth a summary of our cash flows for the years ended:

Operating Activities

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

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

Financing Activities

For the year ended April 30, 2026, net cash provided by financing activities was $0.

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

Limited operating history; need for additional capital

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

Off-Balance Sheet Arrangements

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

Contractual Obligations and Commercial Commitments

We have no contractual obligations and commercial commitments as of April 30, 2026.

Critical Accounting Policies and Estimates

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

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

Revenue recognition

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

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

Each of the sale and distribution of dietary supplement and food products segment has only one performance obligation under the fixed-fee arrangements. Revenue is recognized from the sale of the Company’s dietary supplement and food products when control of the products is transferred to the customer, which is at a point in time. The Company fulfills its obligation to deliver when the products are available to the customer at the Company’s premises or at the designated place, i.e. the warehouse, at which point title and risk of loss pass to the customer. Customers are responsible for all transportation costs, risk of loss, and any other costs from that point onward. 

Credit Losses

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

Accounts Receivable, Net

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

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

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

Item 8. Consolidated Financial Statements and Supplementary Data

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

VITANOVA LIFE SCIENCES CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

VitaNova Life Sciences Corporation

New York

Opinion on the Consolidated Financial Statements

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

Basis for Opinion

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

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

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

Critical Audit Matter

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

/s/ Simon & Edward, LLP

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

PCAOB ID: 2485

Los Angeles County, California

July 29, 2026

VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES

(Formerly Yijia Group Corp.)

CONSOLIDATED BALANCE SHEETS

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

VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES

(Formerly Yijia Group Corp.)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED APRIL 30, 2026 AND 2025

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

VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES.

(Formerly Yijia Group Corp.)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED APRIL 30, 2026 AND 2025

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

VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES

(Formerly Yijia Group Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED APRIL 30, 2026 AND 2025
 

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

VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES

(Formerly Yijia Group Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS