VNOV 10-K & 10-Q changes, risk factors and insider trading
VitaNova Life Sciences Corp · OTC · Wholesale-Apparel, Piece Goods & Notions · CIK 1699709 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations”
New heading “Accounts Receivable, Net”
Largest changes
“On January 30, 2024, the Company entered into ten securities purchase agreements (the “Purchase Agreements”) in connection with its private offering (the “Offering”) of the Company’s unregistered shares of common stock, par value $0.001, with a total of ten (10) investors, consisting of two (2) U.S. accredited investors, as defined under Rule 501 of Regulation D, and eight (8) non-U.S. investors (individually, an “Investor” and collectively, the “Investors”), at a purchase price of $0.05 per share. …”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
Full comparison: every changed paragraph (51)
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 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified
by by
the use of terms such as "“may,"” "“will,"” "“expect,"” "“believe,"” "“anticipate,"”
“estimate,” "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'smanagement’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.
TheVitaNova 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 NovemberOctober 15,7, 2018,2025, the Company changed
itsproposed to change the name toof Yijia Group Corp. Thethe Company isto inVitaNova goodLife standingSciences
Corporation in(the “Name Change”), and the StateName Change was effectuated on January 9, 2026. In connection with the Name Change,
the ticker symbol of Nevadathe andCompany’s incommon anystock jurisdiction where it is qualifiedchanged to “VNOV.” On January 27, 2026, the Company's 1-for-3 reverse
dostock business.split of its common stock became effective, pursuant to which each holder of common stock received one share for every three shares
held.
The Company currently engages 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; and provides healthcare products and health consultation services to domestic and international
customers.
On June 6, 2023, the Company’s major shareholder
and director, Barry Sytner entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Xianchang
Ma (“Mr. Ma”), pursuant to which Barry Sytner sold 5,066,250 shares of common stock of the Company to Mr. Ma, constituting
approximately 86.3% of the issued and outstanding shares of the Company as of May 2, 2023, for a total consideration of $470,562, derived
from the purchaser’s personal funds. The Securities Purchase Agreement was closed on June 14, 2023. Following the closing, Mr. Ma
acquired a beneficial interest in 5,066,250 shares of common stock of the Company constituting approximately 86.3% of the issued and outstanding
shares of the Company as of May 2, 2023 and constituting the change of control of the Company. Pursuant to the Securities Purchase Agreement,
Barry Sytner has resigned from all his positions with the Company, and Mr. Ma was appointed as the Chief Executive Officer, President,
Chief Financial Officer and Director of the Company, effective from June 14, 2023.
Mr. Ma passed away on August 3, 2023. On September
12, 2023, Ms. Caihong Qu, Mr. Xianchang Ma’s sole heir, was allocated 5,066,250 shares of the Company’s common stock at a
consideration of $Nil through operation of law. Upon completion of this transfer, Ms. Qu possessed 5,066,250 shares of common stock of
the Company, constituting approximately 86.3% of the issued and outstanding shares of the Company as of September 12, 2023 and constituting
control of the Company at that time. Effective September 13, 2023, the Board comprised Ms. Qiuping Lu and Mr. Ruiming Zhou. Ms. Qiuping
Lu was appointed as the Chief Executive Officer, President, and Chief Financial Officer of the Company.
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 supplysupplying ofdietary healthcaresupplement 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.
On January 8, 2024, Qiuping Lu resigned from her position
as the Chief Financial Officer of the Company and Dr. Steven Niu was appointed as the Chief Financial Officer by the Board.
On January 30, 2024, the Company entered into ten
securities purchase agreements (the “Purchase Agreements”) in connection with its private offering (the “Offering”)
of the Company’s unregistered shares of common stock, par value $0.001, with a total of ten (10) investors, consisting of two (2)
U.S. accredited investors, as defined under Rule 501 of Regulation D, and eight (8) non-U.S. investors (individually, an “Investor”
and collectively, the “Investors”), at a purchase price of $0.05 per share. This Offering was being conducted on a rolling
basis and there was no minimum nor maximum offering amount to close this Offering. Each of the Purchase Agreements contained customary
representations, warranties and covenants by the parties, regularly applied under industry standards. Each of the Investors acknowledged
and agreed that any resale of the shares issued in connection with this Offering is subject to resale restrictions pursuant to the Securities
Exchange Act of 1934 and none of the shares purchased herein has been registered under the Securities Act of 1933, as amended. This Offering
was closed on January 30, 2024 and the Company raised an aggregate gross proceeds of $957,051 by selling and issuing 19,141,020 shares
of its common stock in this Offering.
Meanwhile, the Company continues to look for other opportunities which
could potentially increase the profits of the Company in the year 2025.
Summary of Financial Information
Currently, we commenced our operation in the rendering
of business consulting service and marketing and supplying healthcare products to domestic and international customers. On January 10,
2024, we entered into nine consulting agreements with non-affiliates to provide business consulting services in management business, accounting
and financial services. Under the consulting agreements, we received a fixed consulting fee income. The initial term of the consulting
agreements was for an initial two to three months’ period. On March 6, 2024, we commenced the marketing and supplying of healthcare
products to domestic and international customers.
We generated revenues of $2,662,105$3,025,538 and $570,694$2,662,105
for for
the years ended April 30, 20252026 and 2024,2025, respectively. Our major customers are located in the PRC, Hong Kong and the United States of America.
America. Our revenue significantly increased by $2,091,411,$363,433, or 366%14% due to the businessfast growth of theour healthcarenew healthy food products segment.line.
Currently, the Company has two reportable business segments: sale and distribution of dietary supplement and wholesale and trading of food products segment.
Cost of revenue as a percentage of net revenue was
approximately 70% and 41% for the fiscal yearyears ended April 30, 2025.2026 and 2025, respectively. Cost of revenue increased by $893,412$1,028,554, or 463%,95% is
attributable exclusively attributable
to the business growth of healthcarehealthy food product segment.line.
During the yearyears ended April 30, 2026 and 2025, the
following following
vendor accounted for 10% or more of our purchases:
During the year ended April 30, 2024, the following
vendor accounted for 10% or more of our purchases:
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.
We achieved a gross profit of $1,575,710 and $377,711
for the fiscal years ended April 30, 2025 and 2024, respectively. Gross profit increased by $1,165,571, or 309% is primarily attributable
to the increase in sales of healthcare products.
We incurred sales and distribution expenses of $7,666
$2,900 and $22,683$7,666 for the
fiscal years ended April 30, 20252026 and 2024,2025, respectively. Sales and distribution expenses decreased by $15,017,$4,766, or
66% 62% is primarily attributable
to the decrease in advertising expenses alignedfor withdietary the newly healthcaresupplement products.
We incurred personnel and
benefit costs of $201,608
$170,293 and $62,646$201,608 for the fiscal years ended April 30, 20252026 and 2024,2025, respectively. Personnel and benefit costs increased decreased
by $138,962,$31,315, or 222%,
16%, is primarily attributable to the increase in thedecreased salaries of our key management personnel.
We incurred general and
administrative expenses of
$158,122 $733,795 and $86,753$158,122 for the fiscal years ended April 30, 20252026 and 2024,2025, respectively. General and administrative
expenses increased by
$71,369, $575,673, or 82%364% is primarily attributable to the increase in the legal and professional feesfees, andas salarieswell andas wagesincreased
stock compensation expense during the year.fiscal year ending April 30, 2026.
Other income (expense) income
We reported other income (expense) incomeof of$2,980 and $(4,010) and
$105. for the fiscal years ended April 30, 20252026 and 2024,2025, respectively, which the increasedecrease in other expense during the fiscal year ending April 30,
2026 was primarily attributable
to decreased interest expenses.
As a result of the factors
described above, we reported
a net loss of $37,304 and a net income of $850,746 and $140,865 for the yearyears ended April 30, 20252026 and 2024.2025, respectively.
On April 30, 2025,2026, we
had total current assets of
$2,256,251, $2,430,523, which consisted primarily of $782,810$1,597,217 in cash, $1,266,951$726,743 in accounts receivables,receivable, $44,247$105,613 in inventories, $158,802 in advances
to vendorinventories and $3,441$950 in other current assets. We had total current liabilities of $347,567,$395,781, which consisted of $60,065$208,813 in accounts payablepayable,
and$78,959 in accrued expenses,expenses $820 inand other current liabilities and $286,682$108,009 in income tax payable.
On
April 30, 2024,2025, we had total current assets of
$1,192,858, $2,256,251, which consisted primarily of $593,036$782,810 in cash, $132,873$1,266,951 in inventories,accounts
receivable, $460,870$158,802 in advances to vendorvendor, $44,247 in inventories and $6,079$3,441 in other current
current assets. We had total current liabilities of $136,920,$347,567, which consisted of $60,749$60,065 in accounts payable and accrued expenses, $8,302
$820 in other
current liabilities, $3,000 due to related partiesliabilities and $64,869$286,682 in income tax payable.
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 usedprovided
by in
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.
For the year ended April 30, 2024, net cash used in
operating activities was $375,880 which consisted primarily of a net income of $140,865, an increase in inventory of $132,873, an increase
in advances to vendor of $460,870, and increase in other current assets of $6,079. The amounts were partially offset by adjusted non-cash
item consisted of share-based compensation of $1,000, increase in accounts payable and accrued expenses of $8,906, increase in other current
liabilities of $8,302, and increase in income tax payable of $64,869.
For the year ended April 30, 2025,2026, net cash usedprovided
by in
financing activities was $3,000, which consisted repayment to related parties of $3,000.$0.
For the year ended April 30, 2024,2025, net cash providedused in
by financing activities was $960,188,$3,000, which consisted primarily of proceedrepayment from private offering of $957,051 and advances fromto related
parties of $3,137.$3,000.
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.
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. 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. CertainWe accounting estimates are particularly sensitive because of their significance to financial statements and
because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We
believe the following
accounting policies are critical in the preparation of our financial statements.
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.
ASC 606, Revenue from Contracts with Customers (“ASC
606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows
arising from the entity’s contracts to provide goods or services to customers.
The Company applies the following five steps in order
to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
The Company also follows the guidance provided in
ASC 606, Revenue from Contracts with Customers, for determining whether the Company is the principal or an agent in arrangements with
customers that involve another party that contributes to the provision of services and sales of goods to customers. In these instances,
the Company determines whether it has promised to provide the goods or services itself (as principal) or to arrange for the specified
goods to be provided by another party (as an agent). This determination is a matter of judgment that depends on the facts and circumstances
of each arrangement.
The Company derives its revenue from consulting service
income and marketing and supplying of healthcare products.
Where the Company acts as a principal, it sells its
products directly to restaurants, retailers and individual consumers through its distributor channels. The Company considers Sales Agreement
to be a contract with the customer. Customer confirmations are executed at the time an order is placed. Revenue is recognized when control
of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), when the services
are rendered, or the products are dispatched or picked up by customer. As a result, the Company has a present and unconditional right
to payment and record the amount due from the customer in accounts receivable. For each contract, the Company considers the promise to
transfer products to be the only identified performance obligation. In determining the transaction price, the Company evaluates whether
the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled.
For the years ended April 30, 2025 and 2024, the Company’s
sales of healthcare products are recognized at a point in time for its roles as principal, whereas consulting service fee income is recognized
when services are transferred over time.
What changed in the latest 10-Q
Risk Factors
The information to be reported under this Item is not required for smaller reporting companies.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Revenue Recognition”
New heading “Accounts Receivable, Net”
New heading “Recently Adopted Accounting Pronouncements”
New heading “Recently Issued Accounting Pronouncements”
Removed heading “Financing Activities”
Largest changes
“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. …”see in full comparison
“In assessing our liquidity, management monitors and analyzes the Company’s cash on-hand, its ability to generate sufficient revenue sources in the future, and its operating and capital expenditure commitments. We have funded our working capital, operations and other capital requirements primarily by cash flow from operations. Cash is required to pay purchase costs for inventory, rental expenses, salaries, income taxes, and other operating expenses. …”see in full comparison
“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. …”see in full comparison
Full comparison: every changed paragraph (55)
Forward looking statement notice
YijiaVitaNova GroupLife Corp.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 Company”)
(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'sCompany’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.
On June 17, 2026, the Company established World Q Corporation (“WQC”) as a wholly owned subsidiary incorporated in Nevada. WQC was established with the purpose of marketing and supplying raw materials used in dietary supplement products. WQC did not have any operations yet as of this report date.
The Company mainly provides
dietary consulting advisory services
in management, business, accountingsupplement and financehealthy services; and provides dietary supplementfood products to domestic and international customers.
Meanwhile, the Company continues to look for other
opportunities which could potentially increase the profits of the Company in 2026.
We currently providesupply
dietary business consulting services
and marketsupplement and supply dietary supplementfood products to domestic and international customers.
The following table sets forth certain operational
data for the three
and nine months ended JanuaryJuly 31, 2026 and 2025:
For the three and nine months ended January 31,
2026, weWe generated revenues of $709,625
$321,576 and $1,240,639,$103,899 respectively. Forfor the comparative three and nine months ended JanuaryJuly 31, 2025,
we generated revenues of $308,3182026 and $708,913,2025, respectively. Our major customers are located in Hong Kong and the United States
of America.
Our revenue significantly increased by $401,307 and $531,726,$217,677, or 130% and 75%, respectively210% due to the commencementfast growth of businessour ofnew the
dietaryhealthy supplementfood products segment.line.
During the three and nine months ended
July January
31, 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.
All of the Company’s revenue were generated in the USA during the three months ended July 31, 2026 and 2025.
During the three months ended July 31, 2026 and 2025, the following customers accounted for 10% or more of our total net revenues:
The revenues presented below are based on the
countries in which the customers are located. Summarized financial information concerning the geographic segments is shown in the following
tables:
Cost
of revenue as a percentage of net revenue was approximately 55% and 48% for the three and nine months ended January 31, 2026, respectively.
Cost of revenue as a percentage
of net revenue was approximately 39%91% and 41%34% for the three and nine months ended JanuaryJuly 31, 2026 and 2025, respectively.
Cost of revenue increased
by $274,276 and $304,118,$255,937, or 230%729% andis 105%,attributable respectively forto the threebusiness andgrowth nineof monthshealthy endedfood Januaryproduct 31, 2026.line.
During the three months ended July 31, 2026 and 2025, the following vendors accounted for 10% or more of our purchases:
For the three months ended July 31, 2025, there is no single vendor who accounted for more than 10% of the Company’s purchases.
Gross profit
For the three months ended July 31, 2026 and 2025, gross profit was $30,521 and $68,781, respectively, and the gross profit margin was 9% and 66%, respectively. Gross profit decreased by $38,260, or 56% is primarily attributable to the decrease in sales of dietary supplement products which normally have higher profit margin. During the three months ended July 31, 2026, our new product line of food products like olive juice, white sesame oil, aloe vera drink, etc., the profit margin for food products was lower, approximately at 3% due to our effort of marketing and promoting our new products by providing lower selling price to attract customers.
For the three months ended January 31, 2026 and
2025, the gross profit was $316,343 and $189,312, respectively, and the gross profit margin was 45% and 61%, respectively. For the nine
months ended January 31, 2026 and 2025, the gross profit was $645,927 and $418,319, respectively, and the gross profit margin was 52%
and 59%, respectively. The increase in gross profit for the periods ended January 31, 2026, compared to the same periods in 2025, is primarily
attributable to the more types of dietary supplement products were sold.
We incurred personnel and benefit costs of $37,852 and $34,928 for the three months ended July 31, 2026 and 2025, respectively. Personnel and benefit costs increased by $2,924, or 8%, which was at a relatively stable level of personnel and benefit costs during the period.
We incurred personnel and benefit costs of $50,012
and $49,471 for the three months ended January 31, 2026 and 2025, respectively. We incurred personnel and benefit costs of
$124,228 and $156,423 for the nine months ended January 31, 2026 and 2025, respectively. The decrease in personnel and benefit costs for
the period ended January 31, 2026, compared to the same period in 2025, is primarily attributable to the decrease in the salaries of key
management personnel.
We incurred general and
administrative expenses
of $219,601$114,831 and $30,667$66,293 for the three months ended JanuaryJuly 31, 2026 and 2025, respectively. General and
administrative expenses increased
by $188,934$48,538, or 616%73% for the three months ended JanuaryJuly 31, 20262026, compared to the same periods
in 2025. We incurred general and administrative
expenses of $405,339 and $128,347 for the nine months ended January 31, 2026 and 2025, respectively. General and administrative expenses
increased by $276,992 or 216% compared to the same period in 2025. The increase in general and administrative expenses is primarily attributable
to anthe increase in the legal and professional fees.
As a result of the factors
described above, we
reported a net (loss) income of $(44,362)$123,101 and $72,978$46,301 for the three months ended JanuaryJuly 31, 2026 and 2025, respectively. For the nine months
ended January 31, 2026 and 2025, the Company has a net (loss) income of $(54,853) and $50,414, respectively.
On JanuaryJuly 31, 2026, we
had total current assets
of $2,311,806,$2,223,297, which consisted primarily of $1,168,904$1,604,182 in cash, $1,004,442$316,871 in accounts receivable, $4,583$301,294 in
inventories prepayment, $130,436 in inventories
and $3,441$950 in other current assets. We had total current liabilities of $457,975,$311,656, which consisted of $108,978$122,805 in accounts payable,
$79,903 $81,951
in accrued expenses and other current liabilities and $267,046$108,948 in income tax payable.
On April
30, 2025,2026, we had
total current assets of $2,256,251,$2,430,523, which consisted primarily of $782,810$1,597,217 in cash, $1,266,951$726,743 in accounts receivable,
$158,802 in advances to vendor, $44,247$105,613 in inventories
and $3,441$950 in other current assets. We had
total current liabilities of $347,567,$395,781, which consisted of $60,065$208,813 in accounts payablepayable, and$78,959
in accrued expenses,expenses $820 inand other current liabilities
and $286,682$108,009 in income tax payable.
In assessing our liquidity, management monitors and analyzes the Company’s cash on-hand, its ability to generate sufficient revenue sources in the future, and its operating and capital expenditure commitments. We have funded our working capital, operations and other capital requirements primarily by cash flow from operations. Cash is required to pay purchase costs for inventory, rental expenses, salaries, income taxes, and other operating expenses. Management has considered the historical experience, the economy, trends in the industry, the expected collectability of our accounts receivable and the realization of the inventories as of July 31, 2026 and April 30, 2026. We believe that our current cash and cash flows provided by operating activities will be sufficient to meet our working capital needs for our existing business in the next 12 months from the date of the issuance date of the financial statements. We may also seek additional financing, to the extent needed, and there can be no assurance that such financing will be available on favorable terms, or at all. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.
The following
table sets
forth a summary of our cash flows for the periodsthree indicatedmonths ended:
For the ninethree months
ended JanuaryJuly 31, 2026, net
cash provided by operating activities was $386,094$6,965, which consisted primarily of a net loss of $54,853, $123,101,
decrease in outstanding accounts receivable
of $262,509, decrease in advances to vendor of $158,802,$409,872, increase in accrued expenses and other current liabilities of $2,830,$944,
and increase in accountsincome tax payable
of $108,978 and accrued expenses of $18,236.$939. The amounts were partially offset by increase in inventories of $86,189, increase in prepayment
of $4,583$195,681 and decrease in income taxoutstanding
accounts payable of $19,636.$86,008.
For the ninethree months ended January
July 31, 2025, net
cash usedprovided inby operating activities was $286,363$263,811, which consisted primarily of a net incomeloss of $50,414,$46,301, increasedecrease in
outstanding accounts receivable of
$54,018, increase$252,669, in advances to vendor of $210,912, increasedecrease in inventories of $53,854,$35,118, decreaseincrease in deferred revenue of $10,775, increase in
other current liabilities of $5,507
and decrease in income tax payable of $29,056. The amounts were partially offset by adjusted non-cash item consisting of share-based compensation
of $2,000, interest expense of $2,938, decrease in other current assets of $2,638 and$406, increase in accounts payable and accrued expenses
of $8,995.$7,366 and increase in income tax payable of $13,861.
The amounts were partially offset by increase in prepayment of $10,083.
Financing
Activities
For the
nine months ended January 31, 2026, net cash provided by financing activities was $0.
For the nine months ended January 31, 2025, net
cash provided by financing activities was $98,500, which consisted primarily of proceed from a related party of $99,000 and interest
paid of $500.
As of January
31, 2026, theThe Company diddoes not have
any off-balance sheet arrangements that hadhave or wereare 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.
We hadhave no contractual obligations and commercial
commitments as of
January July 31, 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 vendors 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 July 31, 2026 and April 30, 2026, the allowance for credit losses was $61,366 and $61,366, respectively.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not been issued or made available for issuance. The Company recently adopted the amendments effective May 1, 2026. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations, or cash flows.
Recently Issued Accounting Pronouncements
In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements — Codification Amendments in Response to the SEC’s 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 SEC’s 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 the associated amendment will be removed from the ASC and will not become effective for any entities. Early adoption is permitted. The adoption of ASU 2023-06 is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the consolidated financial statements to provide enhanced transparency into the expense captions presented on the face of the statement of income and comprehensive income. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and may be applied either prospectively or retrospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. On January 6, 2025, FASB issued ASU 2025-01 that clarifies for non-calendar year-end entities the interim effective date of Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Public business entities are required to adopt the guidance in Update 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.
In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 18) and Revenue from contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim reporting period within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not been issued or made available for issuance. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.
VNOV insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding VNOV (13F)
None of the 59 investors we track reported a position in their latest 13F.