NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS

Business

Marwynn Holdings, Inc. (“Marwynn” or the “Company”), through its wholly-owned subsidiaries, is primarily engaged in providing supply chain management solutions to customers in the United States of America.

Marwynn was incorporated in the state of Nevada, United States of America (“U.S.” or United States) on February 27, 2024 as a holding company with no substantial operations of its own.

The Company’s business was operated by the following entities: (1) FuAn Enterprise, Inc (“FuAn”), which 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; (2) Grand Forest Cabinetry Inc (“Grand Forest”), which was incorporated in the state of California, on February 22, 2021. KZS Kitchen Cabinet & Stone Inc (“KZS”) was incorporated in the state of California, on October 11, 2018, and merged with and into Grand Forest on June 1, 2024. Following the merger, all of the home improvement business is now under Grand Forest as the surviving corporation. Grand Forest is an indoor home improvement supply chain provider that focuses on providing high-quality kitchen cabinets, flooring, and home improvement products sourced from international suppliers. The Company disposed of Grand Forest during fiscal year 2026 and it is presented as a discontinued operation in the accompanying unaudited condensed consolidated financial statements. See “Discontinued Operations - Grand Forest” below; (3) EcoLoopX Corporation (“EcoLoopX”), which was incorporated in the state of California on November 25, 2025, mainly engaged in e-waste reverse supply chain business. Its activities primarily include sourcing recyclable e-waste materials from suppliers and facilitating transactions with customers, as well as logistics management, documentation facilitation, and vendor and partner engagement. The Company believes the expansion into the e-waste reverse supply chain business sector will better align with its long-term growth objectives and enhance its ability to capture emerging market opportunities; and (4) NexaCore Technologies, Inc. (“NexaCore”), which was incorporated in the state of Delaware on March 27, 2026, mainly engaged in providing AI computing infrastructure, high-performance computing (“HPC”), and cloud infrastructure services. NexaCore is currently in the development stage and has not generated any revenue as of the balance sheet date.

Discontinued Operations - Grand Forest

During the second quarter of fiscal year 2026, following approval by the Board of Directors of the Company, the Company committed to a plan to dispose of Grand Forest Cabinetry Inc.

On October 27, 2025, Marwynn entered into a Securities Purchase Agreement with Reli Home Décor Inc., a California corporation (the “Buyer”), 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 Closing is subject to certain customary conditions, including: (i) approval of the transaction by the Company’s board and stockholders, (ii) receipt of any required approval from Nasdaq, (iii) the absence of any court order or governmental action prohibiting the transaction, and (iv) no applicable law in effect that would make consummation of the transaction illegal. On December 22, 2025, the Company completed the sale of all of its equity interests of Grand Forest. Following the sale of Grand Forest, the Company is no longer indoor home improvement supply chain provider. Grand Forest Cabinetry Inc. has been classified as a discontinued operation for the three months ended July 31, 2025, it was presented separately as discontinued operations in the unaudited condensed consolidated financial statements.

As of July 31, 2026, the unaudited condensed consolidated financial statements of the Company of continuing operation include the following entities:

Liquidity and Going Concern

As reflected in the accompanying unaudited condensed consolidated financial statements, the Company incurred net loss of $108,927 from continuing operations for the three months ended July 31, 2026 and had cash outflow from operating activities of $327,612 from continuing operations for the three months ended July 31, 2026. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of the unaudited condensed consolidated financial statements. 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 completed the disposal of Grand Forest Cabinetry Inc. during fiscal year 2026, allowing management to focus on its core supply chain consulting and food distribution business. The Company started the e-waste reverse supply chain business through its new subsidiary EcoLoopX during fiscal year 2026, to better align with its long-term growth objectives and enhance its ability to capture emerging market opportunities. In addition, the Company recently incorporated NexaCore on March 27, 2026, focusing on providing AI computing infrastructure, high-performance computing (“HPC”), and cloud infrastructure services.

The Company had $3,541 cash on hand and working capital of approximately $2.38 million as of July 31, 2026. The Company has historically funded its working capital needs primarily from operations and shareholder loans. The working capital requirements are affected by the efficiency of operations and depend on the Company’s ability to increase its revenue. 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 from banks or others.