MWYN 10-K & 10-Q changes, risk factors and insider trading

Our management team lacks significant operational experience in the big data AI platform and battery recycling industries, and our failure to successfully manage our entry into these markets could have a material adverse effect on our business, financial condition, and results of operations.

Historically, our core business has not involved big data artificial intelligence infrastructure, e-waste recycling, or the industrial production of black mass. Consequently, our executive officers and management team have limited direct experience managing the unique technical, regulatory, and commercial challenges inherent in these specific sectors. Developing a big data AI platform hub and scaling battery processing facilities require highly specialized knowledge. If our management is unable to effectively adapt to these new operational demands, or if we fail to attract and retain qualified technical personnel and industry experts, our expansion efforts could be severely restricted. Any failure to successfully execute our strategy in these new markets could lead to a material adverse effect on our business, financial condition, and results of operations.

We operate in the highly competitive markets of food and beverage supply chain management, big data AI platform hubs, e-waste recycling, and black mass production, and we expect to incur substantial losses without generating significant near-term revenue due to recent expansions.

We face intense competition across all of our targeted operating segments. The big data AI platform sector is dominated by well-capitalized technology companies with established infrastructure and stable cooperations among partners, while the e-waste and battery recycling markets include both legacy processors and rapidly growing specialized firms with advanced or patented processing technologies. Similarly, the food and beverage supply chain industry is highly fragmented and competitive. We anticipate incurring significant upfront capital expenditures and operating expenses to build out our AI infrastructure and physical battery processing capabilities. Because these development cycles are highly capital-intensive and time-consuming, we do not anticipate generating material revenue or achieving substantial commercial milestones from these new business lines in the near term. If we cannot compete effectively, secure necessary market share, or successfully manage operations across these diverse segments, we may never achieve profitability.

We currently hold no patents for our big data AI platform or battery processing technologies, which limits our ability to protect our intellectual property and exposes us to intense competition and potential infringement claims.

To date, we have not acquired or developed any patents covering our artificial intelligence infrastructure, e-waste reverse supply chain processes, or “black mass” production methods. The markets for AI and advanced battery processing are characterized by rapid technological change and are dominated by competitors with extensive and established intellectual property portfolios. Without formal patent protection, we must rely entirely on unpatented proprietary know-how and trade secrets, and we may be unable to prevent competitors from reverse-engineering or independently developing technologies and business models that are similar or superior to ours. Furthermore, as we expand into these heavily patented fields, we face a heightened risk of inadvertently infringing upon the intellectual property rights of established technology companies or legacy recyclers. Any claims of infringement against us, regardless of their merit, could result in costly litigation, force us to pay substantial royalties, or require us to cease utilizing critical technologies, which would have a material adverse effect on our business and results of operations.

Our business model portfolio includes fundamentally unrelated industries with no material operational synergies, which may divide management’s attention, strain our financial resources, and create significant inefficiencies.

Following our planned expansions, our operations will span three distinct and unrelated sectors: food and beverage supply chain management, AI platform hubs, and hazardous battery recycling for black mass production. These distinct business lines do not share overlapping customer bases, supply chains, technical requirements, or regulatory frameworks. Consequently, we do not anticipate realizing any material operational or financial synergies among them. Managing such disparate operations requires widely divergent expertise and the appropriate allocation of capital across entirely separate markets. This highly fragmented organizational structure may severely distract our management team, spread our financial and operational resources too thinly, and prevent us from competing effectively against those competitors that are exclusively focused on a single industry. If we cannot effectively manage the complexities and resource demands of these divided operations, our overall business, financial condition, and results of operations will be materially adversely affected.

We have an evolving business model, which increases the complexity of our business.

Our business model has evolved in the past and continues to do so. In prior years we have added additional types of services and product offerings and in some cases, we have modified or discontinued those offerings. We intend to continue to try to offer additional types of products or services, and we do not know whether any of them will be successful. From time to time we have also modified aspects of our business model relating to our product mix. We do not know whether these or any other modifications will be successful. The additions and modifications to our business have increased the complexity of our business and placed significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions. Future additions to or modifications of our business are likely to have similar effects. Further, any new business or website we launch that is not favorably received by the market could damage our reputation or our brand. The occurrence of any of the foregoing could have a material adverse effect on our business.

Until we are profitable, we will need to raise additional capital in order to fund our operations in furtherance of our business plan. The proposed financing may include shares of common stock, shares of preferred stock, warrants to purchase shares of common stock or preferred stock, debt securities, units consisting of the foregoing securities, equity investments from strategic development partners or some combination of each. Any additional equity financings may be financially dilutive to, and will be dilutive from an ownership perspective to, our stockholders, and such dilution may be significant based upon the size of such financing. Additionally, we cannot assure that such funding will be available on a timely basis, in needed quantities, or on terms favorable to us, if at all.

You may experience future dilution as a result of future equity offerings.

In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at varying prices. We cannot predict whether future issuances of shares of our common stock or the availability of shares for resale in the open market will decrease the market price per share of our common stock. We are not restricted from issuing additional shares of common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive shares of common stock. Sales of a substantial number of shares of our common stock in the public market or the perception that such sales might occur, including, for example, sales under an “at the market offering” (the “ATM Offering”) as defined in Rule 415 under the Securities Act, could materially adversely affect the market price of the shares of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of any future stock issuances reducing the market price of our common stock and diluting their stock holdings in us.

Additionally, we expect to continue expanding our operations through the growth of our subsidiaries, including NexaCore and EcoloopX, the development of new products and services, the leasing and operation of warehouse and manufacturing facilities, strategic acquisitions, and the expansion of our customer base and workforce. Our ability to successfully execute these initiatives will require us to effectively manage operational complexity, recruit and retain qualified personnel, integrate new technologies and acquired businesses, expand our internal controls and information systems, and maintain effective financial, legal, compliance, and administrative processes.

As our business grows, we expect to incur additional operating expenses and capital expenditures related to personnel, technology infrastructure, manufacturing facilities, logistics operations, cybersecurity, and regulatory compliance. If our management systems, operational processes, or internal controls fail to scale efficiently with our growth, we could experience operational disruptions, reduced productivity, higher costs, customer dissatisfaction, delays in project execution, or difficulties integrating acquisitions and new business lines.

In addition, our growth strategy depends on our ability to identify qualified employees, secure adequate financing when needed, establish effective management systems, maintain relationships with customers and strategic partners, and successfully execute our expansion plans. There can be no assurance that we will be able to achieve these objectives in a timely or cost-effective manner.

Any failure to effectively manage our anticipated growth could materially and adversely affect our business, financial condition, results of operations, cash flows, and the value of our common stock.

Our future success depends on our ability to develop, maintain, and expand our operating platforms, technology offerings, and commercial relationships.

Our growth strategy is centered on expanding our operating businesses and technology platforms, including EcoloopX’s electronic waste recycling and critical minerals recovery operations and NexaCore’s artificial intelligence and AI-enabled energy solutions. Our ability to compete successfully depends on our ability to continue developing these businesses, expand our service offerings, maintain strong customer and supplier relationships, attract strategic partners, and enhance our reputation in the markets we serve.

We expect to continue investing in new technologies, operational capabilities, strategic acquisitions, and business development initiatives. There can be no assurance that these investments will achieve the anticipated commercial acceptance or generate the expected financial returns. Our customers may choose competing technologies or service providers, market demand may evolve differently than anticipated, or we may be unable to successfully commercialize new products or services.

In addition, our reputation and market recognition are important to attracting customers, suppliers, strategic partners, and acquisition opportunities. Any deterioration in our reputation resulting from operational issues, cybersecurity incidents, product performance, regulatory matters, customer dissatisfaction, or negative publicity could adversely affect our ability to compete and grow.

If we are unable to successfully expand our operating platforms, commercial capabilities, and market presence, our business, financial condition, results of operations, and future prospects could be materially adversely affected.

Our operations depend on the availability of feedstock, equipment, components, logistics services, and third-party suppliers, and disruptions in our supply chain could adversely affect our business.

Our subsidiaries, including EcoloopX and NexaCore Technologies, rely on a network of suppliers, logistics providers, equipment manufacturers, technology vendors, and service providers to support our operations. EcoloopX depends on the timely availability of electronic waste, end-of-life batteries, recyclable materials, processing equipment, warehouse facilities, transportation services, and related industrial supplies. NexaCore Technologies relies on cloud infrastructure providers, software vendors, hardware manufacturers, semiconductor suppliers, and other technology partners to develop and deliver its artificial intelligence and AI-enabled energy solutions.

Our ability to meet customer demand depends on maintaining reliable sources of supply, accurately forecasting operational requirements, effectively managing inventory, coordinating logistics, and maintaining productive relationships with suppliers and business partners. Disruptions resulting from supplier capacity constraints, transportation delays, labor shortages, geopolitical events, natural disasters, inflation, tariffs, trade restrictions, cybersecurity incidents, or the financial instability of suppliers may increase costs, delay customer deliveries, postpone facility construction or equipment installation, interrupt manufacturing operations, or reduce product availability.

In addition, as we expand our warehouse operations, manufacturing facilities, and processing capacity, we will need to effectively manage inventory levels, warehouse operations, procurement activities, and distribution networks. Failure to accurately forecast demand or effectively manage our supply chain could result in excess inventory, inventory shortages, increased operating costs, reduced margins, lost sales opportunities, or customer dissatisfaction.

If we are unable to maintain a reliable and efficient supply chain or establish and preserve long-term relationships with key suppliers, equipment manufacturers, technology vendors, logistics providers, and feedstock suppliers, our business, financial condition, results of operations, and growth strategy could be materially adversely affected.

Our business is subject to fluctuations in commodity prices, operating costs, and inflation, which could adversely affect our profitability and results of operations.

Our operations are subject to changes in the prices of commodities, raw materials, energy, transportation, labor, and other operating inputs. EcoloopX’s recycling and black mass production business depends on the availability and cost of electronic waste, end-of-life batteries, processing equipment, utilities, warehouse facilities, transportation services, and skilled labor. The market value of recovered materials, including lithium, nickel, cobalt, copper, aluminum, graphite, and other critical minerals, may fluctuate significantly due to changes in global supply and demand, geopolitical developments, technological advancements, government policies, and macroeconomic conditions.

NexaCore Technologies is also exposed to increases in operating costs associated with software development, cloud computing infrastructure, artificial intelligence platforms, data center services, semiconductor components, and highly skilled technical personnel. Inflationary pressures, wage increases, higher energy costs, increased interest rates, supply chain disruptions, or rising technology infrastructure costs may increase our operating expenses and reduce our operating margins.

Our ability to maintain profitability depends, in part, on our ability to effectively manage costs, improve operational efficiency, negotiate favorable commercial terms with customers and suppliers, and adjust pricing when market conditions permit. Competitive market conditions, long-term customer contracts, or rapidly changing market dynamics may limit our ability to pass increased costs on to customers in a timely manner or at all.

In addition, periods of sustained inflation, economic uncertainty, or recession may reduce customer capital expenditures, delay investment decisions, decrease demand for our products and services, and increase financing costs associated with our growth strategy. Conversely, significant declines in commodity prices may reduce the value of recovered materials produced by EcoloopX, negatively affecting revenue and profitability.

If we are unable to effectively manage fluctuations in commodity prices, operating costs, inflationary pressures, or changing market conditions, our business, financial condition, results of operations, cash flows, and future growth prospects could be materially adversely affected.

We have experienced a significant decline in revenue within our FuAn business segment, which could materially and adversely affect our business, financial condition, and results of operations.

A significant portion of the our total revenue is generated by a single customer, Golden Honest Trading Limited, which purchased waste recycled copper materials from EcoLoopX. Sales to this customer totaled $3.0 million, representing approximately 71% of the Company’s total revenue. The remaining 29% of total sales was contributed by six customers associated with the FuAn business segment, of which, two customers accounted for 13% of total sales, primarily from the import and distribution of frozen lamb from New Zealand and mochi products from Taiwan.

Revenue within our FuAn business segment has recently declined significantly by 9% compared to fiscal year 2025. If we are unable to stabilize and recover the revenue in the FuAn segment, or if we lose Golden Honest Trading Limited, experience a reduction in their purchase volumes, or face adverse changes in their financial condition, our business will suffer. Our ability to generate sustainable revenue depends heavily on maintaining these relationships or rapidly diversifying our customer base and product lines, and we cannot assure you that we will be successful in doing so.

We have a limited operating history and face significant risks related to our new EcoloopX business strategy, including substantial capital requirements, facility construction and feedstock procurement challenges, commodity price volatility, regulatory compliance, and intense industry competition.

EcoloopX is in the early stages of executing its business strategy. While management has identified significant opportunities within the electronic waste recycling and battery materials recovery industries, the Company’s operating history remains limited. There can be no assurance that EcoloopX will successfully execute its business plan, achieve projected revenue levels, or generate sustainable profitability.

As such, our inability to execute on our proposed business plan may have a material adverse effect on our results of operations and financial condition.

Failure on the parts of recycling and processing partners to comply with applicable laws and regulation may disrupt e-waste reverse supply chain which may have a material adverse effect on our results of operations and financial condition. Our planned expansion into the production of “black mass” will significantly increase our regulatory burden and direct operational risks.

Electronic waste materials may be subject to federal, state, and international environmental and hazardous materials regulations. At present, EcoLoopX provides non-operational supply chain services and does not engage in any physical processing, dismantling, recycling, or hazardous materials handling. EcoLoopX currently functions as an asset-light supply chain integrator thatconnects upstream e-waste generators, such as electronics distributors, IT asset disposition providers, and enterprise users, with licensed downstream processors, recyclers, and refiners in the United States and Asia. As such, our current model relies on third-party licensed refiners, recycling and processing partners to comply with applicable laws and regulations, and for processors, recyclers and refiners in Asia, cross-border shipments of e-waste may be affected by export controls, customs requirements, or international environmental agreements. Failure on the parts of those refiners, recycling and processing partners to comply with applicable laws and regulation may disrupt e-waste reverse supply chain which may have a material adverse effect on our results of operations and financial condition.

In April 2026, the Company announced plans to expand EcoLoopX beyond supply chain integration to include the direct physical processing and production of “black mass.” These proposed operations involve the direct handling, storage, transportation, and processing of certain parts of lithium-ion batteries. These activities will subject us directly to complex federal, state, and local environmental and safety laws governing hazardous waste and chemical exposure. Securing and maintaining the necessary environmental permits for this expansion will require significant capital and time. Any failure to strictly comply with these regulatory frameworks could result in material fines, facility shutdowns, or remediation liabilities. Furthermore, future changes in environmental laws regarding battery disposal or black mass refining could force us to materially alter our processing operations, increasing our capital expenditures and delaying our timeline to operation.

The economic value of recyclable materials is partially influenced by commodity prices such as copper, lithium, nickel, and cobalt.

Our e-waste reverse supply chain business relies on the economic value of recyclable materials is partially influenced by commodity prices such as copper, lithium, nickel, and cobalt. Sharp fluctuations in copper, lithium, nickel, and cobalt prices may have a material adverse effect on our results of operations and financial condition.

Our ability to generate revenue depends on securing reliable sources of electronic waste materials.

Our ability to generate revenue depends on securing reliable sources of electronic waste materials. Increased demand for e-waste recycling and high competition for raw materials can cause shortages, impacting operating capacity, and may have a material adverse effect on our results of operations and financial condition.

Growth of our EcoLoopX platform depends in part on the development of battery recycling and circular economy markets.

Marwynn Holdings, Inc., or “Marwynn,” was incorporated on February 27, 2024 in Nevada, as a holding company. We currently operate, or are developing operations, in three principal business areas: (i) electronic waste recycling (“E-waste Business”) through EcoLoopX Corporation (“EcoLoopX”); (ii) advanced artificial intelligence application development and related infrastructure solutions (“AI & Infrastructure Services”) through NexaCore Technologies, Inc. (“NexaCore”); and (iii) food and non-alcoholic beverage supply chain and brand management services through FuAn Enterprise, Inc. (“FuAn”).

As part of our business diversification strategy, we incorporated EcoLoopX on November 25, 2025. Its current strategy is to develop direct e-waste recycling operations and the capability to produce “black mass,” an intermediate material derived from processed lithium-ion batteries that may contain recoverable metals such as lithium, nickel, cobalt and copper.

On June 9, 2026, EcoLoopX hired Frank Xu as its sales director. Mr. Xu is responsible for diversifying EcoLoopX’s e-waste collection channels, developing corporate business-to-business electronic disposal networks, and supporting business development initiatives throughout the United States. Currently, EcoLoopX purchases scrapped copper from e-waste recycling plants for sale.

AI and Infrastructure Services

On March 27, 2026, we incorporated NexaCore to explore opportunities involving advanced artificial intelligence application development and related infrastructure solutions, which we refer to as our “AI & Infrastructure Services.” NexaCore remains in the development stage, and we are continuing to evaluate potential technologies, projects, commercial relationships and business models in this sector.

Food and Beverage Services

Through FuAn, we provide food and beverage supply chain and brand management services in the United States. FuAn was incorporated in California on April 18, 2016 and historically focused on sourcing authentic premium Asian foods, snacks and non-alcoholic beverages, distributing branded products in the U.S. market, and providing related brand management services.

Beginning in early 2025, increased tariffs on goods imported from China adversely affected FuAn’s traditional sourcing model. In response, we began transitioning our product portfolio from imported Asian food and beverage products toward domestically sourced products. This transition remains ongoing.

Recent Development

On October 27, 2025, the Company entered into a Securities Purchase Agreement (the “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. On December 22, 2025, the Company completed the sale of all of its equity interests of Grand Forest to the Buyer. Following the sale of Grand Forest, the Company is no longer an indoor home improvement supply chain provider.

On November 25, 2025, the Company incorporated EcoLoopX Corporation to explore and develop our E-waste Business. On June 9, 2026, the Company hired Frank Xu as Sales Director for EcoLoopX to focus on diversifying its e-waste collection channels, building out corporate B2B electronic disposal networks, and supporting business development initiatives throughout the United States.

On March 27, 2026, the Company incorporated Nexacore Technologies, Inc. to explore and develop our business for AI & Infrastructure Services.

As a result, for our Food and Beverage Services, we are actively pursuing alternative sourcing strategies and diversifying our supply base. During the quarter ended April 30, 2026, we had two primary vendors located in Taiwan and New Zealand. As we continue to try to expand our business operations and develop relationships with new suppliers and retail partners, we may encounter additional risks associated with supplier reliability, product quality control, logistics coordination, and regulatory compliance across multiple jurisdictions. Our expansion efforts may also require increased working capital, new operational infrastructure, and additional personnel, which could increase our operating expenses.

As our growth strategy develops, we have reallocated its strategic emphasis toward an energy and technology-focused business. See “Risk Factors” for additional information.

We face intense competition across all of our targeted operating segments. The big data AI platform sector is dominated by well-capitalized technology companies with established infrastructure and stable cooperations among partners, while the e-waste and battery recycling markets include both legacy processors and rapidly growing specialized firms with advanced or patented processing technologies. Similarly, the food and beverage supply chain industry is highly fragmented and competitive. We anticipate incurring significant upfront capital expenditures and operating expenses to build out our AI infrastructure and physical battery processing capabilities. Because these development cycles are highly capital-intensive and time-consuming, we do not anticipate generating material revenue or achieving substantial commercial milestones from these new business lines in the near term.

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Within the e-waste segment specifically, the e-waste reverse supply chain industry is highly competitive and includes established recycling companies, third-party logistics providers, environmental service firms, and specialized supply chain coordinators. Key participants range from large integrated waste management companies such as Waste Management, Inc. and Republic Services, Inc. to dedicated e-waste recyclers such as Sims Lifecycle Services. In addition, smaller regional operators and logistics-focused service providers compete for vendor relationships and compliance-driven contracts.

Revenues from continuing operations

Sales of Recyclable Materials (part of our E-Business Services)

Revenue from sales of recyclable materials accounted for 70.71% and nil of total revenues for the years ended April 30, 2026 and 2025, respectively. Revenue from sales of recyclable materials increased by $3,000,000, or 100% from nil for the year ended April 30, 2025 to $3,000,000 for the year ended April 30, 2026. We started our recyclable service in January 2026 through focusing on coordination, sourcing, logistics management, documentation facilitation, vendor and partner engagement, and compliance support related to discarded electronic products.

Costs of Revenues associated with continuing operations

Our cost of revenue from sale of recyclable materials was $2,912,621 and nil for the years ended April 30, 2026 and 2025, respectively. Our cost of revenues from sale of recyclable e-waste materials primarily consisted of purchasing recyclable materials.

Revenues from continuing operations

Cost of revenues associated with continuing operations

Selling expenses associated with continuing operations

Our general and administrative expenses were $2,678,602 for the year ended April 30, 2026, compared to $3,337,421 for the year ended April 30, 2025, reflecting a decrease of $658,821 or 19.74%. The decrease in general and administrative expenses was mainly due to decreased professional fee by $1,008,073 or 37.99% as compared to the same period of 2025, resulting from decreased consulting expenses for financial advisory services, decreased travel expense by $78,943 or 94.36%, decreased meal and entertainment expenses by 44,633 or 99.96%, decreased subcontract labor cost by $32,500 or 100.00%, and decreased payroll expenses by $104,470 or 59.91%, which was mainly from decreased gross pay of one of employees of FuAn. The decreased general administrative expenses were partly offset by increased legal expense related to disposal of subsidiary by $357,212 or 1,378.35%, increased rent expense by $78,988 or 105.77% resulting from new office lease of Marwynn, increased director compensation expense by $64,857 or 41.76%, and increased insurance expenses by $82,749, or 217.32%, which was mainly due to increased directors and officers insurance expenses. General and administrative expenses accounted for 63.13% and 414.93% of our total revenues for the years ended April 30, 2026 and 2025, respectively.

Use of Certain Defined Terms

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

Unless we indicate otherwise or unless the context otherwise requires, all information in this report reflects the adjustment for the (i) 1.55-for-1 forward stock split of our common stock effected on September 9, 2024, 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 our initial public offering.

Overview

Marwynn Holdings, Inc., or “Marwynn,” was incorporated on February 27, 2024 in Nevada, as a holding company. We currently operate, or are developing operations, in three principal business areas: (i) electronic waste recycling (“E-waste Business”) through EcoLoopX Corporation (“EcoLoopX”); (ii) advanced artificial intelligence application development and related infrastructure solutions (“AI & Infrastructure Services”) through NexaCore Technologies, Inc. (“NexaCore”); and (iii) food and non-alcoholic beverage supply chain and brand management services through FuAn Enterprise, Inc. (“FuAn”).

E-Waste Business

As part of our business diversification strategy, we incorporated EcoLoopX on November 25, 2025. Its current strategy is to develop direct e-waste recycling operations and the capability to produce “black mass,” an intermediate material derived from processed lithium-ion batteries that may contain recoverable metals such as lithium, nickel, cobalt and copper.

On June 9, 2026, EcoLoopX hired Frank Xu as its sales director. Mr. Xu is responsible for diversifying EcoLoopX’s e-waste collection channels, developing corporate business-to-business electronic disposal networks, and supporting business development initiatives throughout the United States. Currently, EcoLoopX purchases scrapped copper from e-waste recycling plants for sale.

EcoLoopX’s proposed E-waste Business includes:

AI and Infrastructure Services

On March 27, 2026, we incorporated NexaCore to explore opportunities involving advanced artificial intelligence application development and related infrastructure solutions, which we refer to as our “AI and Infrastructure Services.” NexaCore remains in the development stage, and we are continuing to evaluate potential technologies, projects, commercial relationships and business models in this sector. As a part of this initiative, we intend to engage in the following:

As of the date of this filing, our AI and Infrastructure Services are in the exploration and development stage and are not yet fully operational.

Food and Beverage Services

Through FuAn, we provide food and beverage supply chain and brand management services in the United States. FuAn was incorporated in California on April 18, 2016 and historically focused on sourcing authentic premium Asian foods, snacks and non-alcoholic beverages, distributing branded products in the U.S. market, and providing related brand management services.

Beginning in early 2025, increased tariffs on goods imported from China adversely affected FuAn’s traditional sourcing model. In response, we began transitioning our product portfolio from imported Asian food and beverage products toward domestically sourced products. This transition remains ongoing. The Company continues to operate its traditional international trading business; however, it has reallocated its strategic emphasis toward an energy-focused business.

Corporate Reorganization and Discontinued Home Improvement Business

Prior to the reorganization described below, our business was operated by the following entities: (1) FuAn, which was incorporated in the state of California on April 18, 2016, and is primarily engaged in sourcing authentic premium Asian foods, snacks and non-alcoholic beverages, distributing the branded goods in the U.S. market, and providing brand management services; and (2) Grand Forest Cabinetry Inc (“Grand Forest”), incorporated in the state of California on February 22, 2021, and KZS Kitchen Cabinet & Stone Inc (“KZS”), 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 were conducted under Grand Forest, which was engaged in the sale of high-quality indoor home improvement products sourced from international suppliers.

On April 29, 2024, Yin Yan (our chairperson, chief executive officer and president, and spouse of Fulai Wang), Fubao Wang, Xiangjing Wu, Gang Wu, Dan Yu, and Qiang Zhang, as the stockholders of FuAn, entered into a share exchange agreement with Marwynn to transfer all of their ownership in FuAn for 7,399,080 shares of common stock of Marwynn (“FuAn Transaction”). On April 25, 2024, Hong Le Liang, Sen Zhong (spouse of Zhifen Zhou, our former chief financial officer, secretary and director) and Fu Lai Wang (spouse of Yin Yan, our chairperson, chief executive officer and president), as the stockholders of Grand Forest, entered into a share exchange agreement with Marwynn to transfer all of their ownership in Grand Forest for 4,976,244 shares of common stock of Marwynn (“Grand Forest Transaction”). On April 25, 2024, Hong Le Liang and Jiechun Wu, as the stockholders of KZS, entered into a share exchange agreement with Marwynn to transfer all of their ownership in KZS for 2,132,676 shares of common stock of Marwynn (“KZS Transaction”). On April 30, 2024, the FuAn Transaction, Grand Forest Transaction and KZS Transaction closed, and Marwynn issued a total of 14,508,004 shares of its common stock to the stockholders of FuAn, Grand Forest and KZS. As a result of the share exchanges, all the stockholders of FuAn, Grand Forest and KZS became the stockholders of Marwynn and Marwynn became the parent of FuAn, Grand Forest and KZS (the “Reorganization”).

In an effort to consolidate the operation of the home improvement business, on June 1, 2024, KZS merged with and into Grand Forest with Grand Forest being the surviving entity (the “Merger”). Following the Merger, all of the home improvement business was housed under Grand Forest. Grand Forest remained a wholly-owned subsidiary of Marwynn until its sale in 2025.

Recent Events and Developments

On October 27, 2025, the Company entered into a Securities Purchase Agreement (the “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 Cabinetry Inc., a California corporation (“Grand Forest”). Grand Forest is engaged in the business of indoor home improvement supply chain management. On December 22, 2025, the Company completed the sale of all of its equity interests of Grand Forest to the Buyer. Following the sale of Grand Forest, the Company is no longer an indoor home improvement supply chain provider.

On November 25, 2025, the Company incorporated EcoLoopX Corporation to explore and develop our E-waste Business. On June 9, 2026, the Company hired Frank Xu as Sales Director for EcoLoopX to focus on diversifying its e-waste collection channels, building out corporate B2B electronic disposal networks, and supporting business development initiatives throughout the United States.

On March 27, 2026, the Company incorporated Nexacore Technologies, Inc. to explore and develop our business for AI & Infrastructure Services.

During 2025 and continuing into 2026, the United States has introduced trade policy actions that have increased import tariffs across a wide range of countries at various rates. Our current food and non-alcohol beverage business relies on international supply chains and imported products. This dependence exposes us to risks associated with shifting global trade policies, tariffs, and geopolitical tensions and may increase our cost of goods sold.

As our growth strategy develops, we have reallocated our strategic emphasis toward an energy and technology-focused business. See “Risk Factors” for additional information.

We face intense competition across all of our targeted operating segments. The big data AI platform sector is dominated by well-capitalized technology companies with established infrastructure and stable cooperations among partners, while the e-waste and battery recycling markets include both legacy processors and rapidly growing specialized firms with advanced or patented processing technologies. Similarly, the food and beverage supply chain industry is highly fragmented and competitive. We anticipate incurring significant upfront capital expenditures and operating expenses to build out our AI infrastructure and physical battery processing capabilities. Because these development cycles are highly capital-intensive and time-consuming, we do not anticipate generating material revenue or achieving substantial commercial milestones from these new business lines in the near term.

Revenues from continuing operations

Revenues from continuing operations

Cost of revenues for the three months ended July 31, 2026 and 2025 was $855,285 and $52, respectively, an increase of $855,233 or 1,644,678.85%. The increase in cost of revenues in the same period of 2026 was primarily attributed to increased cost from sale of recyclable e-waste materials by $542,105,increased cost in sale of food and beverage by $299,880, and increased cost in consulting service by $13,248, or 25,476.92%. Cost of revenues for sale of food and beverage as a percentage of total revenues was 27.50% and nil, respectively, for the three months ended July 31, 2026 and 2025. Cost of revenues for consulting services as a percentage of total revenues was 1.22% and 0.13%, respectively, for the three months ended July 31, 2026 and 2025. Cost of revenues for sale of recyclable e-waste materials as a percentage of total revenues was 49.71% and nil, respectively, for the three months ended July 31, 2026 and 2025.