Revenue Performance - Total revenues for the three months ended October 31, 2025, were $43,750, consistent with the same period in 2024, with no revenue from food and beverage sales[176]. - Revenue from consulting services accounted for 100% of total revenues for both the three months ended October 31, 2025, and 2024, indicating stability in this segment[180]. - Revenues for the three months ended October 31, 2025, and 2024 were both $43,750, indicating no growth in consulting services revenue[185]. - Revenues for the six months ended October 31, 2025, were $85,000, a decrease of $51,874 or 37.90% from $136,874 in 2024[206]. - Revenue from consulting services decreased by $6,988, or 7.60%, from $91,988 in 2024 to $85,000 in 2025, now accounting for 100.00% of total revenues[200]. - Total revenues for the six months ended October 31, 2025, were significantly impacted by a 100% decrease in sales from food and beverage, resulting in a total cost of revenues of $52, compared to $49,281 in 2024, a variance of 99.89%[210]. Operating Expenses - Selling expenses increased by $12,800, or 51.20%, from $25,000 in 2024 to $37,800 in 2025, accounting for 86.40% of total revenues in 2025[190]. - General and administrative expenses rose by $89,496, or 33.74%, from $265,240 in 2024 to $354,736 in 2025, representing 810.83% of total revenues in 2025[191][192]. - Total operating expenses for the six months ended October 31, 2025, were $3,066,979, an increase of $2,198,612 or 253.19% from $868,367 in 2024[205]. - Selling expenses surged to $1,314,168 for the six months ended October 31, 2025, reflecting an increase of 2,068.02% from $60,616 in 2024, primarily due to increased advertising and marketing expenses[212]. - General and administrative expenses rose to $1,752,811, an increase of 117.00% from $807,751 in 2024, driven by higher professional fees and insurance costs[213]. Net Loss - The net loss from continuing operations increased by $82,714, or 33.34%, from $248,058 in 2024 to $330,772 in 2025[194]. - The net loss for the three months ended October 31, 2025, was $896,287, compared to a net loss of $114,371 in 2024, an increase of $781,916 or 683.67%[196]. - The net loss for the six months ended October 31, 2025, was $3,616,040, compared to a net loss of $442,900 in 2024, an increase of $3,173,140 or 716.45%[205]. - For the six months ended October 31, 2025, the company reported a net loss of $3,616,040, an increase of 716.45% compared to a net loss of $442,900 for the same period in 2024[218]. Cash Flow - The company had a cash balance of approximately $1.36 million as of October 31, 2025, with accounts receivable net balance of approximately $0.17 million, of which only 8.7% had been collected[220]. - Net cash used in operating activities from continuing operations was $(486,753) for the six months ended October 31, 2025, a decrease in outflow compared to $(1,062,390) in 2024[225]. - The company reported net cash provided by financing activities of $1,607,213 for the six months ended October 31, 2025, compared to a net cash used of $501 in 2024, mainly from common stock issuance[229]. - The company had net cash used in investing activities of $330,000 for the six months ended October 31, 2025, primarily for loans made to Bio Essence Pharmaceutical[228]. Strategic Initiatives - The company has temporarily paused food and beverage imports from China and is pursuing alternative sourcing strategies to mitigate tariff impacts[167]. - The company plans to diversify its market focus from major mass market channels to ethnic supermarket chains to increase revenue[179]. - The company is actively working with Costco and other retailers to introduce new products that are less sensitive to U.S.-China tariff tensions[167]. - The company is entering the E-Waste Reverse Supply Chain Business, focusing on coordination and logistics management without engaging in physical processing[165]. Risks and Economic Conditions - The company faces risks from increased import tariffs and trade policy uncertainties, which could affect costs and operational efficiency[166]. - The company is monitoring macroeconomic conditions and evaluating the financial impact of ongoing trade policy shifts on its operations[168]. Accounting Policies - The Company adopted the current expected credit loss (CECL) methodology effective May 1, 2023, which requires estimating credit losses for the remaining estimated life of financial assets[234]. - As of October 31, 2025, the allowance for credit losses for discontinued operations was $557,201, with no allowance for continuing operations[236]. - Revenue is recognized when a customer obtains control of promised goods or services, following the five-step model prescribed under ASC 606[237]. - The Company derives revenues primarily from two segments: food and beverage supply chain services and consulting services related to brand management[238]. - Revenue from food and beverage sales is recognized at the point of delivery, net of sales returns and allowances, with no allowance for sales returns for continuing operations as of October 31, 2025[240][243]. - Consulting services revenue is recognized over the service period, which typically ranges from a few months to one year[242]. - The Company uses the asset and liability method for income taxes, recognizing deferred tax assets and liabilities based on enacted tax rates expected to apply in future periods[244]. - The Company is currently evaluating the impact of several recently issued accounting standards, including ASU 2024-03 and ASU 2025-01, but does not expect them to have a material impact on financial statements[250][251]. - The Company has no transition adjustment related to the adoption of CECL, indicating a smooth transition to the new accounting standard[235]. - The Company does not believe that any other recently issued guidance would have a material impact on its financial statement presentation or disclosures[256].

As filed with the Securities and Exchange Commission on November 24, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MARWYNN HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Nevada 5141 99-1867981 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 12 Chrysler Unit C I ...

Revenue Performance - Total revenues for the three months ended July 31, 2025, decreased by $498,649 or 17.54% to $2,343,959 compared to $2,842,608 for the same period in 2024[164]. - Revenues for the three months ended July 31, 2025, were $2,343,959, a decrease of $498,649 or 17.54% compared to $2,842,608 in 2024, primarily due to decreased sales in food imports and indoor home improvement products[176]. - Revenue from consulting services decreased by $6,989 or 14.49% to $41,250 in Q1 2025, representing 1.76% of total revenues[168]. - Sales of food and beverage accounted for nil in Q1 2025, a decrease of $44,886 or 100% from $44,886 in Q1 2024, primarily due to the cessation of purchase orders from Costco[166]. - Sales of indoor home improvement products decreased by $446,774 or 16.25% to $2,302,709 in Q1 2025, accounting for 98.24% of total sales[167]. Cost and Profitability - Cost of revenues decreased by $94,940 or 6.57%, from $1,444,553 in 2024 to $1,349,613 in 2025, attributed to a 100% decrease in food and beverage sales costs and a 3.27% decrease in indoor home improvement products costs[180]. - Gross profit for the three months ended July 31, 2025, was $994,346, a decrease of $403,709 or 28.88% from $1,398,055 in 2024, with a gross margin of 42.42% compared to 49.18% in 2024[183]. - The company reported a 100% decrease in gross profit from food and beverage sales due to no sales to Costco in 2025[183]. Expenses - Selling expenses surged to $1,436,730 in 2025, an increase of $1,279,001 or 810.89% from $157,729 in 2024, primarily due to increased advertising and marketing expenses[184]. - General and administrative expenses rose to $2,271,863, reflecting an increase of $801,701 or 54.53% from $1,470,162 in 2024, driven by higher professional fees and insurance expenses[185]. Net Loss and Financial Health - The net loss for the three months ended July 31, 2025, was $2,719,753, an increase of $2,391,222 or 727.85% from a net loss of $328,531 in 2024, mainly due to decreased revenue and increased expenses[190]. - The company reported a net loss of approximately $2.72 million for the three months ended July 31, 2025, with cash outflow from operating activities of approximately $0.10 million[196]. - There is substantial doubt about the company's ability to continue as a going concern for the next 12 months due to potential cash requirements exceeding available cash[197]. Cash Flow and Liquidity - The liquidity assessment indicates that the company has funded its operations through equity financing, borrowing, and cash flow from operations[191]. - As of July 31, 2025, the company had a cash balance of approximately $0.21 million and accounts receivable net balance of approximately $1.09 million, with 28.1% or approximately $0.3 million collected[192][195]. - The company's working capital amounted to approximately $0.95 million as of July 31, 2025, with plans to improve liquidity through operational cash flows and potential equity financing[195]. - Net cash used in operating activities decreased by $891,460 for the three months ended July 31, 2025, compared to the same period in 2024, primarily due to a decrease in cash outflow on inventory and prepaid expenses[200]. - Net cash used in investing activities was $690,000 for the three months ended July 31, 2025, compared to $5,000 for the same period in 2024, mainly due to loans made to Bio Essence[201]. - Net cash used in financing activities was $952,754 for the three months ended July 31, 2025, compared to $71,469 for the same period in 2024, primarily due to increased repayment to related parties[202]. Strategic Initiatives - The company is actively pursuing alternative sourcing strategies for food and beverage products due to increased tariffs, including domestic suppliers and international partners in lower-risk regions[154]. - Increased tariffs on imports from Vietnam and other Southeast Asian countries may lead to higher product prices and operational costs for indoor home improvement products[155]. - The company is negotiating with vendors to absorb some of the increased tariff costs and is considering raising product prices to cover these costs[155]. - The company plans to diversify its markets and expand sales through ethnic supermarket chains and customized products, particularly targeting southern California[196]. Contractual and Accounting Matters - FuAn's revenue from food and beverage sales is recognized on a gross basis, with all contracts being fixed price contracts[216]. - Revenue from sales of indoor home improvement products is recognized at the point of sale, with control transferred either at pickup or delivery[218]. - Consulting services revenue is recognized over the service period, primarily consisting of supply chain and brand management services[219]. - The Company estimates future sales returns based on historical data, with the allowance for sales returns as of July 31, 2025, amounting to $205,988[221]. - The Company accounts for shipping and handling as fulfillment activities, not as a separate performance obligation[218]. - The Company utilizes a two-step approach for recognizing uncertain income tax positions, evaluating if the position is likely to be sustained on audit[224]. - The Company is currently evaluating the impact of ASU 2024-03, which requires disaggregation of certain expense captions in financial statements, effective after December 15, 2026[228]. - The Company does not believe that any recently issued guidance will have a material impact on its financial statements[230]. - The Company’s contracts for consulting services are fixed-price contracts, indicating a principal role in establishing prices[219]. - The Company’s revenue from food products is reported net of sales returns and allowances, ensuring accurate financial reporting[217].

Financial Performance - The company reported a significant operating loss, indicating a need for additional funding to support existing operations and product commercialization [21] - The company has incurred significant operating losses and may need additional funding to support existing operations and new product commercialization [21] - The company is facing increased tariffs on imported products, particularly from China, which may adversely affect future operating results [21] - Increased tariffs imposed by the U.S. government on certain imported products may negatively impact future operating results [21] - The company faces risks from unfavorable macroeconomic conditions in the U.S., which may adversely affect its financial condition and results of operations [21] Revenue Dependence - The company’s revenue is heavily dependent on a single customer, which poses a risk to financial stability [24] - A substantial percentage of the company's revenue is dependent on one customer, indicating potential vulnerability in its revenue stream [24] Supply Chain Management - Supply chain management remains a critical focus, with potential risks associated with vendor relationships and product availability impacting future operations [21] - The company’s product supply chain is essential and subject to risks associated with demands, forecasting, and supplier relationships [21] - The company is dependent on a limited number of suppliers for its indoor home improvement business, which poses risks to its operations [26] - The company’s operations may be adversely affected by disruptions in logistics services or poor handling of products by third-party providers [24] Market Strategy - The company anticipates continued growth in its brand portfolio, which is crucial for maintaining market share and profitability [21] - The company is exploring new product development and market expansion strategies to enhance revenue streams [18] Regulatory Compliance - The company is committed to maintaining compliance with regulatory requirements to avoid potential legal liabilities [24] Operational Risks - The company operates in a low-margin industry, making it vulnerable to inflationary pressures that could impact profitability [24] - The company operates in a low-margin industry, where inflation or deflation can significantly impact profitability [24] - The company is subject to various risks related to international operations, including geopolitical events that may affect consumer confidence [21] - The company is exposed to risks inherent in international operations, which may affect sales and profitability [21] Share Structure - The company has a multi-class share structure, which may influence stock price volatility and investor attractiveness [26] - The company’s management has broad discretion in using funds raised from its initial public offering, which may not enhance operational results [26]

Revenue Performance - Total revenues for the three months ended January 31, 2025, were $2,704,760, a decrease of 5.48% from $2,861,579 in the same period of 2024[157]. - Revenue for the three months ended January 31, 2025, was $2,704,760, a decrease of $156,819 or 5.48% compared to $2,861,579 in 2024[172]. - Total revenues for the nine months ended January 31, 2025, were $8,198,563, a decrease of $355,613 or 4.16% compared to $8,554,176 for the same period in 2024[197]. - Sales of food and beverages decreased by $1,659,631 or 72.65%, accounting for 7.62% of total sales in 2025 compared to 26.71% in 2024[188]. - Sales of home remodeling products increased by $1,168,281 or 18.63%, representing 90.72% of total sales for the nine months ended January 31, 2025[189]. - Revenue from consulting services was $135,737 for the nine months ended January 31, 2025, a 100% increase from nil in 2024[190]. Cost and Profit Analysis - Cost of revenues increased by $93,483 or 6.26%, from $1,493,502 in 2024 to $1,586,985 in 2025, primarily due to increased costs from indoor home improvement products and consulting services[176]. - Gross profit decreased by $250,302 or 18.30%, from $1,368,077 in 2024 to $1,117,775 in 2025, with a gross margin of 41.33% compared to 47.81% in 2024[178]. - Gross profit for the nine months ended January 31, 2025, was $3,774,952, a slight decrease of $11,718 or 0.31% from $3,786,670 in 2024[196]. - Cost of revenues for the nine months ended January 31, 2025, was $4,423,611, a decrease of $343,895 or 7.21% from $4,767,506 in 2024[201]. - Cost of revenues from the sale of food and beverages decreased by $871,181 or 71.23%, while costs for home remodeling products increased by $450,839 or 12.72%[201]. Expenses Overview - Selling expenses increased by $6,352 or 4.01%, from $158,527 in 2024 to $164,879 in 2025, primarily due to increased payroll and shipping expenses[179]. - General and administrative expenses rose by $140,374 or 17.32%, from $810,473 in 2024 to $950,847 in 2025, accounting for 35.15% of total revenues[182]. - Selling expenses decreased by $93,803 or 16.28% to $482,538 for the nine months ended January 31, 2025, primarily due to reduced shipping expenses by $18,694 or 52.88% and decreased sales commission expenses by $199,417 or 99.46%[204]. - General and administrative expenses increased by $1,262,477 or 55.05% to $3,555,609 for the nine months ended January 31, 2025, driven by increased payroll expenses by $559,031 or 87.49% and professional fees by $499,108 or 473.51%[205][206]. Net Income and Loss - Net income for the three months ended January 31, 2025, was $23,418, a decrease of $256,526 or 91.63% compared to $279,944 in 2024[171]. - Net loss for the nine months ended January 31, 2025, was $419,482, a decrease of net income of $1,069,332 or 164.55% compared to net income of $649,850 in 2024[210]. Cash Flow and Working Capital - Cash balance as of January 31, 2025, was approximately $0.23 million, with accounts receivable of approximately $1.06 million, of which approximately $0.3 million or 26.26% has been collected[212]. - Net cash outflow from operating activities was $280,712 for the nine months ended January 31, 2025, compared to cash inflow of $783,410 in 2024, reflecting a decrease of $1,064,122[221]. - Net cash used in investing activities was $56,772 for the nine months ended January 31, 2025, compared to $393,655 in 2024, primarily for the purchase of fixed assets[222]. - Net cash used in financing activities was $795,462 for the nine months ended January 31, 2025, compared to net cash provided of $111 in 2024, mainly due to repayment of bank loans and related party debts[224]. - Total working capital amounted to approximately $1.2 million as of January 31, 2025[215]. Strategic Initiatives - The company raised gross proceeds of $8,200,000 from its IPO, which will be used for supply chain enhancements, business expansion, and working capital[145][147][146]. - The company is actively pursuing alternative sourcing strategies due to increased import tariffs, particularly on products from China, which may impact costs and logistics[148][149]. - The company is working with Costco to introduce new products that are less sensitive to tariff tensions, although the success of these efforts remains uncertain[149][159]. - The company plans to increase revenue by diversifying markets and expanding its sales force in southern California, with ongoing discussions with regional distributors[217]. - The company is working with large food distributors in Asia to introduce more authentic premium Asian foods to the U.S.[198]. Accounting and Financial Reporting - The Company adopted the current expected credit loss (CECL) methodology effective May 1, 2023, which requires an estimate of credit losses for the remaining estimated life of financial assets[231]. - As of January 31, 2025, and April 30, 2024, the Company had an allowance for credit losses of $32,339 and $24,698, respectively[233]. - The allowance for sales returns as of January 31, 2025, and April 30, 2024, amounted to $205,988[241]. - Revenue is recognized from two primary business segments: food and beverage supply chain services and indoor home improvement products[236]. - Revenue from food and beverage sales is recognized at the point of delivery, with all contracts being fixed price[237]. - Revenue from indoor home improvement products is recognized when control of merchandise is transferred to the customer, either at the point of sale or upon delivery[239]. - The Company utilizes a two-step approach for recognizing uncertain income tax positions, evaluating if the position is likely to be sustained on audit[244]. - The Company does not expect the adoption of ASU 2023-09 to have a material impact on its financial statements and disclosures[247]. - The Company has elected the extended transition period for complying with new accounting standards under the JOBS Act, delaying adoption until applicable to private companies[245]. - The Company maintains allowances for doubtful accounts based on historical experience and various assumptions regarding collectability[230].

As filed with the U.S. Securities and Exchange Commission on February 18, 2025. Registration No. 333-284245 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ AMENDMENT No.1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________________________ MARWYNN HOLDINGS, INC. Yin Yan Chief Executive Officer c/o Marwynn Holdings, Inc. 12 Chrysler Unit C Irvine, CA 92618 949-706-9966 (Name, Address, Including Zip Code, and T ...

As filed with the U.S. Securities and Exchange Commission on January 13, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________________________ MARWYNN HOLDINGS, INC. (Exact name of registrant as specified in its charter) ______________________________________ | Nevada | 5141 | 99-1867981 | | --- | --- | --- | | (State or other jurisdictio ...