| DISCONTINUED OPERATIONS |
NOTE 3 — DISCONTINUED OPERATIONS On October 27, 2025, Marwynn entered into a Securities Purchase Agreement with Reli Home Décor Inc., solely for the purposes of selling all of the shares it owns in its wholly owned subsidiary Grand Forest. Pursuant to the Purchase Agreement, the Company has agreed to sell all 70,000 shares of common stock of Grand Forest that it owns to the Buyer for an aggregate cash purchase price of $550,000. The transaction was closed on December 22, 2025. The Company recorded $226,381 gain on disposal of the subsidiary, which was different between the selling price of $550,000 and the carrying value of the net assets of $323,619 of the disposal entity. As of April 30, 2026, the Company received total payment of $550,000. The Consolidated Balance Sheet and Consolidated Statements of Operations, and the notes to the Consolidated Financial Statements, were retroactively reclassified for all periods presented to reflect the discontinuation of Grand Forest in accordance with FASB ASC 205. The following table summarizes the carrying value of the assets and liabilities of the disposed group as of December 22, 2025 and April 30, 2025. | | | As of December 22, 2025 (unaudited) | | | As of April 30, 2025 (unaudited) | | | ASSETS | | | | | | | | Cash and Cash Equivalents | | $ | 195,324 | | | $ | 390,865 | | | Account receivables, net | | | 858,242 | | | | 873,431 | | | Inventories, net | | | 5,332,898 | | | | 4,784,269 | | | Prepaid expenses and other current assets | | | 295,338 | | | | 263,887 | | | Total current assets | | | 6,681,802 | | | | 6,312,452 | | | | | | | | | | | | | Deferred tax assets, net | | | 249,769 | | | | 249,769 | | | Property and equipment, net | | | 164,379 | | | | 252,809 | | | Operating lease right-of-use assets, net | | | 2,841,442 | | | | 3,753,656 | | | Finance lease right-of-use assets, net | | | 41,768 | | | | 54,253 | | | Total non-current assets | | | 3,297,358 | | | | 4,310,487 | | | | | | | | | | | | | TOTAL ASSETS | | $ | 9,979,160 | | | $ | 10,622,939 | | | | | | | | | | | | | LIABILITIES | | | | | | | | | | Short-term loan payable | | $ | 100,000 | | | $ | 100,000 | | | Account Payable | | | 5,213,167 | | | | 3,875,088 | | | Accrued expenses and other current liabilities | | | 679,840 | | | | 883,369 | | | Operating lease liabilities – current | | | 997,311 | | | | 922,247 | | | Financing lease liability – current | | | 10,465 | | | | 12,249 | | | Income tax payable | | | 74,751 | | | | 50,019 | | | Auto loan payable - current | | | 9,581 | | | | 12,547 | | | Due to related parties | | | 4,698 | | | | 683,662 | | | Total current liabilities | | | 7,089,813 | | | | 6,539,181 | | | | | | | | | | | | | Operating lease liabilities – non-current | | | 2,500,340 | | | | 3,107,642 | | | Finance lease liabilities – non-current | | | 32,368 | | | | 45,940 | | | Auto loan payable – non-current | | | 33,020 | | | | 33,518 | | | Total non-current liabilities | | | 2,565,728 | | | | 3,187,100 | | | | | | | | | | | | | TOTAL LIABILITIES | | $ | 9,655,541 | | | $ | 9,726,281 | | The following table presents the components of discontinued operations reported in the consolidated statements of operations for the periods from May 1, 2025 to December 22, 2025 and for the year ended April 30, 2025 (unaudited): | | | For the period from May 1, 2025 to December 22, 2025 | | | For the year ended April 30, 2025 | | | Revenue, net | | $ | 6,702,808 | | | $ | 10,301,027 | | | | | | | | | | | | | Cost of revenue | | | (4,437,066 | ) | | | (5,973,905 | ) | | | | | | | | | | | | Gross profit | | | 2,265,742 | | | | 4,327,122 | | | | | | | | | | | | | Operating expenses: | | | | | | | | | | Selling expenses | | | (544,246 | ) | | | (465,598 | ) | | General & administrative expenses | | | (2,156,748 | ) | | | (3,872,822 | ) | | Total operating expenses | | | (2,700,994 | ) | | | (4,338,420 | ) | | | | | | | | | | | | Loss from operations | | | (435,252 | ) | | | (11,298 | ) | | | | | | | | | | | | Other income (expenses): | | | | | | | | | | Other income (expenses) | | | (1,770 | ) | | | 1,128 | | | Impairment loss | | | (413,512 | ) | | | - | | | Gain on disposal | | | 226,381 | | | | - | | | Interest expense | | | (4,140 | ) | | | (31,906 | ) | | Total other expenses, net | | | (193,040 | ) | | | (30,778 | ) | | | | | | | | | | | | Loss before income tax expense | | | (628,293 | ) | | | (42,076 | ) | | | | | | | | | | | | Income tax provision | | | (18,363 | ) | | | 9,103 | | | | | | | | | | | | | Net loss from discontinued operations, net of tax | | $ | (646,656 | ) | | $ | (32,973 | ) |
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