Financial Analysis

The following table provides information about disaggregated revenue from continuing operations by product or service type: For the years ended April 30 2026 2025 Revenue from food and beverage sales $ 570,368 $ 624,846 Revenue from consulting services 672,498 179,487 Revenue from recyclable e-waste materials sales 3,000,000 - Total revenues $ 4,242,866 $ 804,333

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NOTE 11 INCOME TAXES Marwynn is a Nevada holding company subject to 21% corporate federal income tax rate. There is no state income tax rate because no state income tax is levied in Nevada. Marwynn is a holding company and does not have active operations as of April 30, 2026. FuAn and EcoLoopX were incorporated in the State of California, and are subject to 21% corporate federal income tax rate and 8.84% California state income tax rate. NexaCore was incorporated in the State of Delaware and did not have any operation yet. Marwynn, FuAn, EcoLoopX and NexaCore file separate corporate income tax returns. For the years ended April 30, 2026, and 2025, the provision for income taxes consisted of the following: Year ended April 30, 2026 Year ended April 30, 2025 Current: Federal income tax expense $ 29,793 $ 3,210 State income tax expense 14,014 2,963 Deferred: Federal income tax expense State income tax expense Total income tax expense $ 43,807 $ 6,173 The following table reconciles the Companys effective income tax rate for the years ended April 30, 2026 and 2025: Year ended April 30, 2026 Year ended April 30, 2025 Federal statutory rate 21.0 % 21.0 % State statutory rate, net of effect of state income tax deductible to federal income tax 6.98 % 6.98 % Permanent difference penalties, interest, and others (0.27 )% (0.28 )% Valuation allowance (29.07 )% (27.84 )% Effective tax rate (1.36 )% (0.14 )% Deferred tax assets and liabilities are recognized for the expected future tax cons …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 10 LEASE Operating lease On January 19, 2024, FuAn entered into a sublease agreement with the landlord to lease an office in Irvine, California with a lease term of 27 months. The lease commenced on February 1, 2024, and will expire on April 30, 2026. The monthly rental payment is $3,825 for the period from February 1, 2024 to January 31, 2025, $3,978 for the period from February 1, 2025 to January 31, 2026, and $4,137 for the period from February 1, 2026 to April 30, 2026. Total lease expenses from continuing operations amounted to $47,132 and $47,132 for the years ended April 30, 2026 and 2025, respectively. Total lease expenses from discontinued operations amounted to $1.17 million and $1.17 million for the years ended April 30, 2026 and 2025, respectively. The Companys ROU assets and lease liabilities are recognized using an effective interest rate of 10.50%, which was determined using the Companys incremental borrowing rate. As of April 30, 2026 and 2025, the average remaining term of the lease is 0 years and 1.0 years, respectively. The Companys operating ROU assets and lease liabilities were as follows: April 30, 2026 April 30, 2025 Operating ROU: Operating lease right-of-use assets $ 94,441 $ 94,441 Less: accumulated amortization of ROU assets (94,441 ) (49,845 ) ROU assets, net $ - $ 44,596 Operating lease liabilities: Operating lease liabilities, current $ - $ 45,677 Operating lease liabilities, non-current - - Total lease liabilities $ - $ 45,677 On March 15, …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the JOBS Act), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements Codification Amendments in Response to the SECs Disclosure Update and Simplification Initiative. The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The ASU was issued in response to the SECs August 2018 final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated. The guidance in ASU 2023-06 is intended to align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities. The amendments introduced by ASU 2023-06 are effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. If, by June 30, 2027, the SEC has not removed the applicable requirements from its existing regulations, the pending content of th …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

NOTE 12 RELATED PARTY TRANSACTIONS The Companys related party transactions from continuing operations consisted of the following: Due from a related party Name of Related Party Nature Relationship April 30, 2026 April 30, 2025 Yin Yan Other receivable Chief Executive Officer (CEO) and owned 81% of equity interest of FuAn (before reorganization) and owns 40% of common shares and 100% of preferred shares of Marwynn $ 193,853 Total $ $ 193,853 As of April 30, 2025, due from a related party was the advances payment that the Company paid to the related party. On May 20, 2025, the Company received the full repayment from this related party. As of April 30, 2026, there was no balance of due from a related party for continuing operations. Related party lease On March 15, 2025, the Company entered into a 12-month operating lease agreement for the Companys office space located in Irvine, California with The Propitious Irvine LLC, an entity for which the Companys Chief Financial Officer, Shengnan Xu, is also the member of Propitious Irvine LLC. The lease commenced on March 15, 2025. Monthly lease payments are $5,458. On March 14, 2026, the Company entered another 12-months lease for the same location commencing on March 15, 2026 with the monthly rental payment of $5,458. …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The accompanying consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All inter-company balances and transactions are eliminated upon consolidation. Emerging Growth Company The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with ne …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

NOTE 14 SUBSEQUENT EVENTS The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the consolidated financial statements were issued and determined the Company did not have any material subsequent event that needs to be disclosed. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

The following table provides information about disaggregated revenue from continuing operations by product or service type: For the three months ended October 31 2025 2024 (Unaudited) (Unaudited) Revenue from food and beverage sales $ - $ - Revenue from consulting services 43,750 43,750 Total revenues $ 43,750 $ 43,750 For the six months ended October 31 2025 2024 (Unaudited) (Unaudited) Revenue from food and beverage sales $ - $ 44,886 Revenue from consulting services 85,000 91,988 Total revenues $ 85,000 $ 136,874

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NOTE 11 INCOME TAXES Marwynn is a Nevada holding company subject to 21% corporate federal income tax rate. There is no state income tax rate because no state income tax is levied in Nevada. Marwynn is a holding company and does not have active operations as of October 31, 2025. FuAn and Grand Forest were incorporated in the State of California, and are subject to 21% corporate federal income tax rate and 8.84% California state income tax rate. Marwynn, FuAn and Grand Forest file separate corporate income tax returns instead of a consolidated income tax return. For the three months ended October 31, 2025, and 2024, the provision for income taxes consisted of the following: Three months ended October 31, 2025 (unaudited) Three months ended October 31, 2024 (unaudited) Current: Federal income tax expense $ 838 $ 816 State income tax expense 837 752 Deferred: Federal income tax expense State income tax expense Total income tax expense $ 1,675 $ 1,568 The following table reconciles the Companys effective income tax rate for the six months ended October 31, 2025 and 2024: Three months ended October 31, 2025 (unaudited) Three months ended October 31, 2024 (unaudited) Federal statutory rate (21.0 )% (21.0 )% State statutory rate, net of effect of state income tax deductible to federal income tax (6.98 )% (6.98 )% Permanent difference penalties, interest, and others 0.51 % 2.10 % Valuation allowance 27.98 % 26.52 % Effective tax rate 0.51 % 0.64 % For the six months ended October 31, …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 10 LEASE Operating lease On January 19, 2024, FuAn entered into a sublease agreement with the landlord to lease an office in Irvine, California with a lease term of 27 months. The lease commenced on February 1, 2024, and will expire on April 30, 2026. The monthly rental payment is $3,825 for the period from February 1, 2024 to January 31, 2025, $3,978 for the period from February 1, 2025 to January 31, 2026, and $4,137 for the period from February 1, 2026 to April 30, 2026. Total lease expenses from continuing operations amounted to $11,783 and $11,783 for the three months ended October 31, 2025 and 2024, respectively. Total lease expenses from continuing operations amounted to $23,566 and $23,566 for the six months ended October 31, 2025 and 2024, respectively. Total lease expenses from discontinued operations amounted to $292,009 and $292,009 for the three months ended October 31, 2025 and 2024, respectively. Total lease expenses from discontinued operations amounted to $584,018 and $584,018 for the six months ended October 31, 2025 and 2024, respectively. The Companys ROU assets and lease liabilities are recognized using an effective interest rate of 10.50%, which was determined using the Companys incremental borrowing rate. As of October 31, 2025 and April 30, 2025, the average remaining term of the lease is 0.5 years and 1.0 years, respectively. The Companys operating ROU assets and lease liabilities were as follows: October 31, 2025 (unaudited) April 30, 2025 Opera …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the JOBS Act), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements Codification Amendments in Response to the SECs Disclosure Update and Simplification Initiative. The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The ASU was issued in response to the SECs August 2018 final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated. The guidance in ASU 2023-06 is intended to align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities. The amendments introduced by ASU 2023-06 are effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. If, by June 30, 2027, the SEC has not removed the applicable requirements from its existing regulations, the pending content of th …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

NOTE 12 RELATED PARTY TRANSACTIONS The Companys related party transactions from continuing operations consisted of the following: Due from a related party Name of Related Party Nature Relationship October 31, 2025 (unaudited) April 30, 2025 Yin Yan Other receivable Chief Executive Officer (CEO) and owned 81% of equity interest of FuAn (before reorganization) and owns 40% of common shares and 100% of preferred shares of Marwynn $ 193,853 Total $ $ 193,853 As of April 30, 2025, due from a related party was the advances payment that the Company paid to the related party. On May 20, 2025, the Company received the full repayment from this related party. As of October 31, 2025, there was no balance of due from a related party for continuing operations. …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information with the instructions to the Quarterly Report on Form 10-Q and Article 8 Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes for the years ended April 30, 2025 and 2024 included in the Companys Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on August 8, 2025. In the opinion of management, all adjustments, consisting of normal accruals, considered necessary for a fair presentation of the interim financial statements have been included. Results for the three and six months ended October 31, 2025 are not necessarily indicative of the results that may be expected for the year ending April 30, 2026. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions are eliminated in the consolidation. Emerging Growth Company The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by t …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

NOTE 14 SUBSEQUENT EVENTS The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the unaudited condensed consolidated financial statements were issued and determined the Company has following subsequent event that needs to be disclosed. On November 19, 2025, the board of directors of Marwynn approved to explore and expand Companys supply-chain management operations to include sourcing, logistics coordination, trading facilitation, documentation management, and commercial operations related to electronic waste and recyclable materials, without engaging in any physical processing, dismantling, recycling, or hazardous operations (E-Waste Reverse Supply Chain Business). On November 19, 2025, the board of directors approved the formation of a wholly owned subsidiary to operate within the electronic waste supply chain business (E-Waste Reverse Supply Chain Business). The subsidiary, EcoLoopX Corporation, was incorporated in the state of California on November 25, 2025, and is intended to provide non-operational supply chain services. It will not engage in any physical processing, dismantling, recycling, or hazardous materials handling. Instead, its activities will be limited to coordination, sourcing, logistics management, documentation facilitation, vendor and partner engagement, and compliance support. The Company believes that concentrating its resources in the food and beverage and ex …

SubsequentEventsTextBlock · excerpt; the full note is in the filing