What changed in this filing

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Item 1. Financial Statements

2026-03-17 compared with 2025-12-23 · 562 added, 319 removed, 423 unchanged (68% of the section changed)

2 unchanged sentences

dollars, except for numbers of shares or as otherwise noted)

October 31, 2025

January 31, 2026

April 30, 2025

Current Assets:

Cash and cash

$ 105,508,149

Cash and cash equivalents

Accounts receivable

Amount due from related

Current Assets

Non-Current Asset:

Amount due from related party

Other receivables

Total Current Assets

Non-Current Asset:

$ 172,131,241

AND SHAREHOLDERS’ EQUITY

Property, plant and equipment, net

Development costs

Intangible assets, net

Goodwill and intangible assets

Total Non-Current Asset

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:

Account payable

Accrued expenses

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Amount due to related party

taxes payable

Current Liabilities

Income taxes payable

Total Current Liabilities

Total Liabilities

Commitments and Contingencies

SHAREHOLDERS’ EQUITY

Common stock, par value $ 0.001 ,

1,000,000,000 shares

authorized as of both October 31, 2025 and April 30, 2025;

and 18,981,535

and 291,261 *

shares issued and outstanding as of October 31, 2025 and April 30, 2025, respectively

Common stock, par value $ 0.001 , 1,000,000,000 shares authorized as of both January 31, 2026 and April 30, 2025;

and 42,142,432 and 291,261 * shares issued and outstanding as of January 31, 2026 and April 30, 2025, respectively

Additional paid-in capital

deficit)/Retained earnings

(Accumulated deficit)/Retained earnings

( 29,308,593 )

Total AiRWA, Inc.

shareholders’

Non-controlling

shareholders’ equity

LIABILITIES AND SHAREHOLDERS’ EQUITY

Non-controlling interest

Total Shareholders’ Equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 199,882,840

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accompanying notes are an integral part of these consolidated financial statements.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

THE SIX-MONTH AND THREE-MONTH PERIODS ENDED OCTOBER 31, 2025 AND 2024

STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)/INCOME

THE NINE-MONTH AND THREE-MONTH PERIODS ENDED JANUARY 31, 2026 AND 2025

dollars, except for numbers of shares or as otherwise noted)

the Six-Month

the Three-Month

For the Three-Month

For the Nine-Month

COST OF REVENUE

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Selling and marketing expenses

and administrative expenses

Operating Expenses

General and administrative expenses

Total Operating Expenses

OPERATING (LOSS)/INCOME

NON-OPERATING INCOME

Gain/(loss) on financial assets at fair value

through profit or loss

Interest Income

Total Non-Operating Income/(Loss)

Total Non-Operating Income

NON-OPERATING EXPENSE

Share guarantee (income)/expense

Non-Operating Expense/(Income)

NET INCOME FROM OPERATIONS

BEFORE INCOME TAX EXPENSE

Loss on financial assets at fair value through profit or loss

Share guarantee income/(loss)

Change in fair value of derivative liability

Total Non-Operating Expense

NET (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAX EXPENSE

Income tax expense

NET INCOME/(LOSS)

NET INCOME ATTRIBUTABLE TO NON-CONTROLLING

NET INCOME ATTRIBUTABLE

TO CONTROLLING INTEREST

Net income/(loss) per

share – basic

Net income/(loss) per share – diluted

( 1,250,762 )

NET (LOSS)/INCOME

NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST

NET INCOME/(LOSS) TO CONTROLLING INTEREST

Net (loss)/income per share - basic

Net (loss)/income per share - diluted

Weighted average common shares outstanding - basic

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STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

THE SIX-MONTH PERIODS ENDED OCTOBER 31, 2025 AND 2024

THE NINE-MONTH PERIODS ENDED JANUARY 31, 2026 AND 2025 AND

FOR THE THREE-MONTH

PERIODS ENDED JANUARY 31, 2026 AND 2025

dollars, except for numbers of shares or as otherwise noted)

Other Comprehensive Income

Deficit/ (Retained

Shareholders’

Paid-in Capital

(Accumulated deficit) / Retained earning

Shareholders’ Equity

Non-Controlling Interest

Total Shareholders’ Equity

Balance as of May 1, 2024

$ 176,801,473

$ ( 167,387,028 )

Reverse merger adjustment

Stock-based compensation

Net income for the period

Balance as of January 31, 2025

Balance as of November 1, 2024

Reverse merger adjustment

Stock-based compensation

Net income/(loss)for the period

Balance as of January 31, 2025

Balance as of May 1, 2025

Stock issued for:

Acquisition/Contingent Consideration

Exercise of warrants

Private Placement

At-the-market transaction

Allotment of share

Fractional adjustment in reverse split

Change in comprehensive income

Net loss for the period

( 930,084,680 )

Increase of shareholdings of a subsidiary

( 34,855,348 )

Balance as of - July 31, 2024

( 1,142,160 )

( 35,997,508 )

Stock issued for:

Exercise of warrants

Change in comprehensive income

Net loss for the period

Balance as of - January 31, 2026

$ 215,883,762

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$ 187,547,349

Balance as of -October 31, 2024

$ 187,547,349

Balance as of - May 1, 2025

Net income for the period

Net income (loss) for the

as of - July 31, 2025

Balance as of November 1, 2025

$ 191,380,857

$ ( 26,944,058 )

$ 165,385,865

$ 191,380,857

$ ( 26,944,058 )

$ 165,385,865

Stock issued for:

Private Placement

At-the-market transaction

Fractional adjustment in reverse split

( 930,084,680 )

Allotment of share

Increase of shareholdings of a subsidiary

Net loss for the period

( 1,615,516 )

1 unchanged sentence

( 1,615,516 )

Net (loss)/income

( 1,615,516 )

Net income for the period

Balance as of - October 31, 2025

( 1,615,516 )

Balance as of - January 31, 2026

$ 215,883,762

2 unchanged sentences

$ 187,547,349

$ 215,883,762

$ ( 29,308,593 )

$ 187,547,349

accompanying notes are an integral part of these consolidated financial statements.

STATEMENTS OF CASH FLOWS

THE SIX-MONTH PERIODS ENDED OCTOBER 31, 2025 AND 2024

THE NINE-MONTH PERIODS ENDED JANUARY 31, 2026 AND 2025

dollars, except for numbers of shares or as otherwise noted)

the Six-Month Period Ended

CASH FLOW FROM OPERATING

Adjustments to reconcile

net income to net cash used in operating activities

For the Nine-Month Period Ended

CASH FLOW FROM OPERATING ACTIVITIES

Net (loss)/income

$ ( 576,359 )

Adjustments to reconcile net income to net cash used in operating activities

Amortization expense

Gain on financial assets

at fair value through profit or loss

Changes in assets and liabilities,

net of acquired amounts

Loss on financial assets at fair value through profit or loss

Change in fair value of derivative liability

Stock-based compensation

Changes in assets and liabilities, net of acquired amounts

Accounts receivable

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Other receivables

( 6,510,001 )

( 1,757,342 )

Prepayments and deposits

( 4,359,341 )

Accounts payable and accrued

taxes payable

cash (used in)/provided by operating activities

( 31,889,746 )

CASH FLOW FROM INVESTING

to investment in subsidiary

Accounts payable

Accrued expenses

Income taxes payable

Other payable

Net cash (used in)/provided by operating activities

CASH FLOW FROM INVESTING ACTIVITY

Payment to investment in subsidiary

( 165,797,198 )

cash used in investing activity

Net cash used in investing activity

( 165,797,198 )

CASH FLOW FROM FINANCING

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from private placement

Proceeds from ATM offering

Proceeds from exercise

of warrants for cash

Amount due from related

due to related party

cash provided by financing activities

Effect of exchange rate

fluctuations on cash and cash equivalents

Proceeds from AMT offering

Proceeds from direct offer

Proceeds from issue of share

Amount due from related party

Amount due to related party

Net cash provided by financing activities

Effect of exchange rate fluctuations on cash and cash equivalents

NET INCREASE IN CASH

AND CASH EQUIVALENTS - BEGINNING OF PERIOD

AND CASH EQUIVALENTS - END OF PERIOD

$ 105,508,149

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS - END OF PERIOD

SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION

Increase of shareholdings of a subsidiary

accompanying notes are an integral part of these consolidated financial statements.

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OF EQUITY METHOD INVESTMENTS

incorporation

of incorporation

of direct or indirect ownership

Subsidiaries:

Enterprise Management Co., Limited

owned by the Company

Holdings Limited

of Seychelles

owned by the Company

End-to-End Solutions

(“Lazex”) was incorporated under the laws of the State of Nevada on October 12, 2015.

From 2019 through 2021, Lazex

acquired various entities related to the manufacture and distribution of the Slinger Bag Launcher, a portable tennis ball, padel tennis

ball, and pickleball launcher.

acquired various entities related to the manufacture and distribution of the Slinger Bag Launcher, a portable tennis ball, padel ball,

and pickleball launcher.

In 2019, Lazex changed its name to Slinger Bag Inc.;

in 2022 Slinger Bag Inc.

changed its name to Connexa

Sports Technologies Inc.;

changed its name to Connexa Sports

Technologies Inc.;

and on September 30, 2025, Connexa Sports Technologies Inc.

changed its name to AiRWA, Inc.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND NATURE OF BUSINESS (cont.)

March 18, 2024, the Company entered into a share purchase agreement (the “Purchase Agreement”) and a share exchange agreement

(the “Exchange Agreement”) to acquire 70 % of Yuanyu Enterprise Management Co., Limited (“YYEM”) from Mr.

Zhou, the sole shareholder of YYEM (the “YYEM Seller”) for a combined $ 56 million (the “Acquisition”).

million of this amount was paid in cash pursuant to the Purchase Agreement, and the balance was required to be paid in shares pursuant

to the Exchange Agreement following approval by shareholders and by Nasdaq.

The Exchange Agreement also called for an inducement payment

to the Company of $ 5 million by YYEM.

approved the transaction on November 18, 2024, and the closing of the Acquisition took place on November 21.

As a result of this transaction,

a change of control was effected.

The shareholders of YYEM became the owners of approximately 75.3 % of the issued and outstanding shares

of common stock, and five directors were appointed by the YYEM Seller to replace the prior directors who had resigned.

Slinger Bag Americas

Inc., the Company’s wholly owned subsidiary prior to the closing, was sold to a newly established Florida limited liability company

called J&M Sports LLC (“J&M”), owned by several former directors and officers of the Company, as required by the

Exchange Agreement.

In receiving substantially all of the then-existing assets of the Company at the closing, J&M also became responsible

for all past and future liabilities related to the Slinger Bag business.

transactions were accounted for as a “reverse acquisition” since they occurred immediately following the consummation of

the transaction through which the shareholders and management of YYEM gained effective control of the combined company.

The management

of the Company is drawn predominantly from YYEM.

accounting purposes, YYEM was deemed to be the accounting acquirer in the transaction, and the Company, the legal acquirer, was deemed

to be the accounting acquiree.

consolidated financial statements represent a continuation of the consolidated financial statements of YYEM and reflect the following:

assets and liabilities of YYEM were recognized and measured in the consolidated statement of financial position at their carrying

amounts before the Acquisition.

identifiable assets and liabilities of the Company were recognized and measured in the consolidated financial statements at their

acquisition-date fair values.

retained earnings and other equity balances recognized in the consolidated financial statements are the retained earnings and other

equity balances of YYEM immediately before the Acquisition.

amount recognized as issued equity interest in the consolidated financial statements was determined by adding the issued equity of

YYEM outstanding immediately before the Acquisition to the fair value of the purchase consideration of the acquisition.

value of the purchase consideration is based on the fair value of the Company at the completion date.

However, the equity structure

appearing in the consolidated financial statements reflects the equity structure of the Company, including the equity instruments

issued by the Company to effect the Acquisition.

November 21, 2024, the Company acquired 70 % of Yuanyu Enterprise Management Co., Limited (“YYEM”) from Mr.

Hongyu Zhou, the

sole shareholder of YYEM for a combined $ 56 million (the “Acquisition”), paid partly in cash and partly in shares.

transaction, the shareholders of YYEM became the controlling shareholders of the Company and appointed new directors to the Board.

Bag Americas Inc., the Company’s wholly owned subsidiary prior to the closing, was sold, taking with it responsibility for all

past and future liabilities related to the Slinger Bag business.

transaction was accounted for as a “reverse acquisition”, so for accounting purposes, YYEM was deemed to be the accounting

acquirer in the transaction, and the Company, the legal acquirer, was deemed to be the accounting acquiree.

consolidated financial statements represent a continuation of the consolidated financial statements of YYEM.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND NATURE OF BUSINESS (cont.)

consolidated statement of comprehensive income for the financial year ended April 30, 2025 reflects that of the YYEM for the full

period together with the post-acquisition results of the Company.

comparative figures presented in the consolidated financial statements are those of YYEM.

the closing of the Acquisition and the disposal of the Slinger Bag business, YYEM has been the sole operating subsidiary of the Company.

On October 22, 2025, the Company entered into a share purchase agreement with Hongyu Zhou, now the Chairman of the Company, to acquire

from him the 30% of the share capital of YYEM that it did not already own for $ 36,000,000 , payable in cash, resulting in YYEM becoming

a wholly owned subsidiary of the Company.

Established in November 2021, YYEM is based in Hong Kong and operates in the emerging love

and marriage market sector.

YYEM’s mission is to empower global connections through innovative matchmaking technology.

advanced patents and other proprietary technology which it licenses out, and it is using this intellectual property to develop an AI-powered

matchmaking platform to license to partners worldwide, enabling them to create localized matchmaking experiences tailored to their specific

markets and cultures.

The Company believes YYEM’s pioneering technology has the power to transform the matchmaking industry, leading

to greater success for YYEM’s licensees and their clients, and ultimately leading to more people finding successful life partnerships.

the closing of the Acquisition and the disposal of the Slinger Bag business, YYEM was the sole operating subsidiary of the Company.

October 22, 2025, the Company entered into a share purchase agreement with Mr.

Zhou, now the Chairman of the Company, to acquire from

him the 30 % of the share capital of YYEM that it did not already own for $ 36,000,000 , payable in cash, resulting in YYEM becoming a wholly

owned subsidiary of the Company.

in November 2021, YYEM is based in Hong Kong and operates primarily in the emerging love and marriage market sector.

YYEM’s mission

is to empower global connections through innovative matchmaking technology.

YYEM owns advanced patents and other proprietary technology

which it licenses out, and it is using this intellectual property to develop an AI-powered matchmaking platform to license to partners

worldwide, enabling them to create localized matchmaking experiences tailored to their specific markets and cultures.

The Company believes

YYEM’s pioneering technology has the power to transform the matchmaking industry, leading to greater success for YYEM’s licensees

and their clients, and ultimately leading to more people finding successful life partnerships.

August 2025, the Company signed a $500 million joint venture agreement to form AiRWA Exchange, a digital asset exchange focused on the

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step toward bridging the gap between conventional financial systems and the emerging decentralized economy.

and thus the Company’s, revenue model is currently based on licensing fees with its partners, which the Company intends to bolster

through the development or acquisition of additional patents.

Through YYEM, the Company generated royalties of $ 6 million for the six-month

period ended October31, 2025.

was registered in Hong Kong on November 11, 2021.

Its business purpose is to provide technology services.

YYEM’s registered office

is located at Room 4, 16/F, Ho King Commercial Centre, 2-16 Fayuen Street, Mongkok, Kowloon, Hong Kong.

January 30, 2026, the Company entered into a share purchase agreement with various sellers to acquire all the share capital of Aberfeldy

Holdings Limited, a Seychelles holding company owning 100 % of 26 Rafael Sdn.

Bhd., a Malaysian operating company (the “Target Subsidiary”),

for $ 140,000,000 , payable in cash.

Target Subsidiary is an AI-specialist company providing end-to-end full-cycle services designed to empower enterprises to transition

seamlessly from raw data to intelligent applications.

Its business is structured around five interconnected AI-related modules, together

forming a closed-loop system in which data generation, model refinement, and operational feedback continuously reinforce one another.

Its services are tailored to specialist industries such as healthcare, industrial manufacturing and autonomous driving.

date, the Company’s revenue model has largely been a function of YYEM’s licensing fees with its partners, which the Company

may bolster through the development or acquisition of additional patents.

Through YYEM, the Company generated royalties of $ 7.25 million

for the nine-month period ended January 31, 2026.

Going forward, the joint venture’s RWA exchange and the Target Subsidiary’s

AI-specialist operations may contribute a larger proportion of the Company’s revenue.

details of all prior operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, Slinger Bag Limited, and

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The adoption of this guidance had no impact on the allowance for credit losses

for accounts receivable as of October 31, 2025.

for accounts receivable as of January 31, 2026.

Company maintains an allowance for credit losses, recorded as an offset to accounts receivable.

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that collection is not probable.

the three-month and six-month periods ended October 31, 2025 and 2024, the Company did not record any expected credit losses against

the three-month and nine-month periods ended January 31, 2026 and 2025, the Company did not record any expected credit losses against

accounts receivable.

assets acquired separately are measured on initial recognition at cost.

The cost of intangible assets acquired as additional paid-in

capital is the fair value at the date of acquisition.

Each intangible asset with a finite life is subsequently amortized over the useful

economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired.

The amortization

period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each year end.

Prepayments and Other Receivables

Prepayments and other receivables are mainly prepayments to vendors, prepaid expenses paid to service providers, advances to employees,

and other deposits.

Management regularly reviews the aging of such balances and changes in payment and realization trends and records

allowances when management believes that the collection of amounts due is at risk.

Accounts considered uncollectable are written off

against allowances after exhaustive efforts at collection are made.

As of January 31, 2026 and 2025, no allowance for credit losses provided

against prepayments and other receivables was recorded.

and Equipment, Net

plant and equipment are tangible assets which the Company holds for its own use and which are expected to be used for more than one year.

An item of property, plant and equipment is recognized as an asset when it is probable that future economic benefits associated with

the item will flow to the Company, and the cost of the item can be measured reliably.

Property, plant and equipment are initially measured

Cost includes all of the expenditures which are directly attributable to the acquisition or construction of the asset, including

the capitalization of borrowing costs on qualifying assets and adjustments in respect of hedge accounting, where appropriate.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

incurred subsequently for major services, additions to or replacements of parts of property and equipment are capitalized if it is probable

that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably.

servicing costs are expensed as incurred.

Subsequent to initial recognition, property and equipment are measured at cost less accumulated

depreciation and any accumulated impairment losses.

of an asset commences when the asset is available for use as intended by management.

Depreciation is charged to write off the asset’s

carrying amount over its estimated useful life to its estimated residual value, using a method that best reflects the pattern in which

the asset’s economic benefits are consumed by the Group.

Depreciation is not charged to an asset if its estimated residual value

exceeds or is equal to its carrying amount.

Depreciation of an asset ceases at the earlier of the date that the asset is classified as

held for sale or derecognized.

estimated useful lives of property and equipment have been assessed as follows:

OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

and equipment

hardware and software

consolidated financial statements include the operations of acquired businesses from the date of the acquisitions.

Company accounts for business combinations using the acquisition method of accounting in accordance with U.S.

The cost of the business

combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments

Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortized

as part of the effective interest, and costs to issue equity which are included in shareholders’ equity.

contingent consideration is included in the cost of the business combination at fair value as at the date of acquisition.

changes to the assets, liability or equity which arise as a result of the contingent consideration are not affected against goodwill

unless they are valid measurement period adjustments.

all subsequent changes to the fair value of contingent consideration that is deemed to be an asset or liability is recognized in consolidated statements of operations and comprehensive (loss)/income, in accordance with ASC 360.

Contingent consideration that is classified as equity

is not remeasured, and its subsequent settlement is accounted for within shareholders’ equity.

acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of ASC 350, Intangibles

— Goodwill and Other (“ASC 350”), are recognized at their fair values at acquisition date, except for non-current

assets (or disposal groups) that are classified as held for sale in accordance with ASC 360-1-45, Long-Lived Assets Classified as

Held for Sale or Gains or Losses in Continuing Operations , which are recognized at fair value less costs to sell.

liabilities are only included in the identifiable liabilities of the acquiree where there is a present obligation at the acquisition

acquisition, the acquiree’s assets and liabilities are reassessed in terms of classification and are reclassified where the classification

is inappropriate for the Company’s reporting purposes.

This excludes lease agreements and insurance contracts whose classification

remains as per their inception date.

Non-controlling

interests in the acquiree are measured on an acquisition-by-acquisition basis either at fair value or at the non-controlling interests’

proportionate share in the recognized amounts of the acquiree’s identifiable net assets.

This treatment applies to non-controlling

interests which are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in

the event of liquidation.

All other components of non-controlling interests are measured at their acquisition date fair values unless

another measurement basis is required by U.S.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

cases where the Company held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to

fair value as of the acquisition date.

The measurement to fair value is included in profit or loss for the year.

Where the existing shareholding

was classified as an available-for-sale financial asset, the cumulative fair value adjustments recognized previously to other comprehensive

income and accumulated in shareholders’ equity are recognized in profit or loss as a reclassification adjustment.

is determined as the consideration paid, plus the fair value of any shares held prior to obtaining control, plus non-controlling interest

and less the fair value of the identifiable assets and liabilities of the acquiree.

If, in the case of a bargain purchase, the result

of this formula is negative, then the difference is recognized directly in profit or loss.

is not amortized but is tested on an annual basis for impairment.

If goodwill is assessed to be impaired, that impairment is not subsequently

intangible asset is recognized when it is probable that the expected future economic benefits that are attributable to the asset will

flow to the entity and the cost of the asset can be measured reliably.

Intangible assets are initially recognized at cost, less any accumulated

amortization and any impairment losses.

Changes in the expected useful life or the expected pattern of consumption of future economic

benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes

in accounting estimates.

useful life of intangible assets has been assessed as follows:

OF ESTIMATED USEFUL LIVES OF INTANGIBLE ASSETS

relationships

developed software costs are recognized as an intangible asset when:

is technologically feasible to complete the asset so that it will be available for use or

is an intention to complete and use or sell it;

is an ability to use or sell it;

will generate probable future economic benefits;

are available technical, financial, and other resources to complete the development and to

use or sell the asset;

expenditure attributable to the asset during its development can be measured reliably.

begins when development is complete and the asset is available for use.

Development costs are amortized based on a useful life of five

intangible assets and development costs

connection with an acquisition, the Company recognizes identifiable intangible assets acquired at their estimated fair values as of the

acquisition date.

Where the acquired business historically has capitalized certain internally developed software costs as “development

costs,” the Company, in accordance with purchase accounting, records acquired software-related intangible assets (commonly referred

to as developed technology) at fair value as of the acquisition date.

The preliminary amount presented above reflects information available

at the acquisition date and will be updated when the valuation is finalized.

intangible assets are amortized on a straight-line basis over their estimated useful lives, which are reviewed periodically.

In connection

with the Aberfeldy acquisition, the Company recognized identifiable intangible assets, such as customer relationships and intellectual

property (including developed technology related to the acquired software platform), at their estimated acquisition-date fair values.

These finite-lived intangible assets will be amortized over their estimated useful lives on a straight-line basis.

Because the acquisition

occurred on January 30, 2026, amortization expense related to acquired intangible assets was immaterial for the period presented and

will commence in the subsequent quarter.

Acquisition-related

costs, such as legal, accounting, valuation, and other professional fees, are expensed as incurred and are not included in consideration

of long-lived assets

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is shorter than the Company had originally estimated.

When these events occur, the Company evaluates the impairment by comparing carrying

value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual

If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes

an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets.

Impairment charge recognized

for the three-month and six-month periods ended October 31, 2025 and 2024 was nil .

When these events occur, the Company evaluates the impairment by comparing the

carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and

their eventual disposition.

If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets,

the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets.

Impairment charge recognized for the three-month and nine-month periods ended January 31, 2026 and 2025 was nil .

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

party and related-party transactions

parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly,

parties and related-party transactions

parties, which can be a corporation or individual, are considered to be related if one party has the ability, directly or indirectly,

to control the other party or exercise significant influence over the other party in making financial and operating decisions.

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free-market dealings may not exist.

Representations about transactions with related parties, if made, shall not imply that the related

party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations

Representations about transactions with related parties, if made, shall not imply that the related-party

transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations

can be substantiated.

1 unchanged sentence

related-party nature.

payable consist of amounts owed to suppliers, vendors, and service providers for goods and services received in the ordinary course of

Such amounts are recorded at invoice value, or at management’s estimate of amounts due when invoices have not yet been

received, and are classified as current liabilities.

Due to the short-term nature of these obligations, the carrying value of accounts

payable approximates their fair value.

expenses consist of liabilities for goods and services that have been received or provided but not yet paid as of the balance sheet date,

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on the amount that would currently be required to replace an asset.

Company’s financial instruments consist of cash and cash equivalents and accounts receivable.

The carrying amount of these financial

instruments approximates fair value due to their short-term maturity.

Company’s financial instruments consist of cash and cash equivalents, accounts receivable, investments, deposits, amounts due

from or to related parties, other receivables accounts payable, accrued expenses, and other payables.

carrying amounts of these financial instruments approximates their fair value due to their short-term maturity.

discussed in Note 8, the Company holds a Level 1 investment in a Hong Kong company that has a quoted market price.

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provided to the customers.

Company’s cost of revenue consists primarily of amortization charges of intangible assets, in particular technology rights, which are directly

attributable to the revenue.

Company also provides digital marketing solution services related to performance advertising across diversified advertising channels

(e.g., Google, Meta, etc.).

Services typically include:

(i) marketing strategy and planning;

(ii) platform account setup and media placement;

(iii) production of advertising creative (including video and other content);

and (iv) ongoing campaign monitoring, analytics, optimization,

and reporting.

from the Company’s performance advertising services is recognized over time because customers simultaneously receive and consume

the benefits of the Company’s performance as the Company performs the services.

Company derives revenue from customized AI agent project services, tool licensing subscriptions, and data value-added operations.

Company recognizes such revenue in accordance with ASC 606 in an amount that reflects the consideration the Company expects to receive

when control of the promised goods or services is transferred to customers.

Revenue from customized AI agent project services and data

value-added operations is generally recognized over time as services are performed, using either the right-to-invoice practical expedient

for contracts billed based on services provided or an input method based on labor hours or costs incurred for fixed-fee arrangements.

Revenue from tool licensing subscriptions is recognized ratably over the subscription term as customers receive continuous access to

the Company’s tools, updates, and support services.

Amounts billed in advance are recorded as contract liabilities.

Company’s cost of revenue consists primarily of amortization charges of intangible assets, in particular, technology rights, which

are directly attributable to the revenue.

advertising revenue, cost of revenues consists primarily of (i) media placement and platform consumption costs incurred to obtain advertising

inventory and related platform services from third-party digital advertising platforms, and (ii) fees paid to third-party cooperating

platforms and service providers used to deliver, operate, measure, and optimize customer advertising campaigns (for example, ad networks,

demand-side platforms, data or measurement providers, tracking and verification services, and other campaign execution tools).

Company generally invoices customers for media and service fees in connection with performance advertising arrangements..

and administrative expenses

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liability of the members could be changed if an adjustment in the Company’s income is ultimately sustained by the taxing authorities.

Company accounts for share-based compensation in accordance with ASC 718, Compensation — Stock Compensation .

Under the fair

value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the

award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

and contingencies

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costs incurred in connection with loss contingencies are expensed as incurred.

For the six months ended October 31, 2025 and 2024, the

For the nine months ended January 31, 2026 and 2025, the

Company did not have any material legal claims or litigation that, individually or in the aggregate, could have a material adverse impact

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to shareholders.

280, Segment Reporting , (“ASC 280”), establishes standards for companies to report in their financial statements information

about operating segments, products, services, geographic areas, and major customers.

on the criteria established by ASC 280, the Company’s Chief Executive Officer, who reviews consolidated results when making decisions

about allocating resources and assessing performance of the Company.

As a whole and hence, the Company has only one reportable segment.

The Company does not distinguish between markets or segments for the purpose of internal reporting.

Substantially all of the Company’s

long-lived assets are located in the PRC, no geographical segments are presented.

An operating segment is a component of the Company

that engages in business activities from which it may earn revenue and incur expenses and is identified on the basis of the internal financial

reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources

and assess performance of the segment.

In accordance with ASC 280, Segment Reporting, operating segments

are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the

chief operating decision maker (the “CODM”) in deciding how to allocate resources and in assessing performance.

The Company’s

revenue segments have similar economic characteristics, and they are managed as a single business unit.

The Company uses the “management

approach” in determining reportable operating segments.

The management approach considers the internal organization and reporting

used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s

reportable segments.

The Company’s CODM reviews consolidated results when making decisions about allocating resources and assessing

performance of the Company.

The Company has determined that there is only one reportable operating segment.

from external customers by major product and service category for the nine months ended January 31, 2026 was as follows:

FROM EXTERNAL CUSTOMERS BY MAJOR PRODUCT AND SERVICE

Product and service category

Revenue (USD)

Royalty income

Advertising income

Total revenue

from external customers by geographic area for the nine months ended January 31, 2026 was as follows:

FROM EXTERNAL CUSTOMERS BY GEOGRAPHIC AREA

Geographic area

Revenue (USD)

United Kingdom

United States

OF MAJOR CUSTOMERS

Major Customers

Revenue (USD)

accounting pronouncements

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

November 2024, the FASB issued ASU 2024-03, “Reporting Comprehensive Income — Expense Disaggregation Disclosures,”

which focuses on improving the disclosures about a public business entity’s expenses and addresses requests from investors for

more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization,

and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development).

ASU 2024-03 is

effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15,

November 2024, the Financial Accounting Standards Board (the “FASB”) issued ASU 2024-03, “Reporting Comprehensive Income

— Expense Disaggregation Disclosures,” which focuses on improving the disclosures about a public business entity’s

expenses and addresses requests from investors for more detailed information about the types of expenses (including purchases of inventory,

employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A,

and research and development).

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and for interim

reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting the standard and does not expect that the

adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.

The Company is currently evaluating the impact of adopting

the standard 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.

November 2024, the FASB issued ASU 2024-04, Debt — Debt with Conversion and Other Options (Subtopic 470-20):

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January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation

Disclosures.” The amendment in ASU 2025-01 amends the effective date of ASC 2024-03 to clarify that all public business entities

are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting

Disclosures .

The amendment in ASU 2025-01 amends the effective date of ASC 2024-03 to clarify that all public business entities are

required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting

periods beginning after December 15, 2027.

Early adoption of is permitted.

Early adoption is permitted.

The Company is currently evaluating the impact of this amendment

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guidance will have a material impact on its financial position, results of operations, or cash flows.

In May 2025, the FASB issued ASU 2025-04, Compensation

— Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications to Share-Based Consideration

Payable to a Customer .

The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and

The amendments are effective for annual reporting periods, including interim periods 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.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

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does not expect adoption of this standard to have a material impact on its financial statements.

December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11,

Interim Reporting (Topic 270):

Improvements to Interim Disclosure Requirements .

The standard clarifies disclosure requirements

for interim financial statements and is effective for interim periods beginning after December 15, 2026.

December 2025, FASB issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270):

Improvements to

Interim Disclosure Requirements .

The standard clarifies disclosure requirements for interim financial statements and is effective

for interim periods beginning after December 15, 2026.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.

The Company is currently evaluating the impact of

this guidance on its condensed consolidated financial statements.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Company does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a

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to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONCENTRATIONS OF RISK

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OF CONCENTRATIONS OF CREDIT RISK

January 31, 2026

April 30, 2025

Concentration of customer risk

2 unchanged sentences

Company is exposed to credit risk primarily through its cash and cash equivalents, accounts receivable, and revenue concentration.

of October 31, 2025 and April 30, 2025, the Company held cash and cash equivalents of $ 105,508,149 and $ 54,744 , respectively, substantially

of January 31, 2026 and April 30, 2025, the Company held cash and cash equivalents of $ 35,711,613 and $ 54,744 , respectively, substantially

all of which were maintained with major financial institutions that management believes to have high credit quality.

receivable totaled $ 12,188,719 and $ 15,388,701 as of October 31, 2025 and April 30, 2025, respectively, and are derived from customer

receivable totaled $ 16,252,613 and $ 15,388,701 as of January 31, 2026 and April 30, 2025, respectively, and are derived from customer

transactions.

The Company’s accounts receivable and revenue are concentrated among three major customers, which together accounted

for approximately 100 % of total accounts receivable and total revenue for the six-month periods ended, and the three-month periods ended, October 31, 2025 and October 31,

for approximately 83 % and 100 % of total accounts receivable and 100 % and 100 % total revenue for the nine-month periods ended January

31, 2026 and 2025 respectively.

Company monitors the creditworthiness of these customers on an ongoing basis and establishes allowances for expected credit losses when

INTANGIBLE ASSETS

rights are stated at cost less accumulated amortization and impairment losses.

Amortization is calculated on a straight-line basis over

their estimated useful lives of five years .

SCHEDULE OF ACQUISITION AND AMORTIZATION OF INTANGIBLE ASSETS

of Acquisition of Intangible Asset – Technology Right

Yuan metaverse Marriage and Love social platform

secure shopping

creative base system

transaction method of payment with QR code

Multifunctional

network information security server

of things trade follow up method

information management control

scene video automatic production system

chat method and other storage media

recognition and other methods

processing method and other storage media

TO THE CONSOLIDATED FINANCIAL STATEMENTS

INTANGIBLE ASSETS (cont.)

of Amortization of Intangible Asset – Technology Right

Accumulated amortization

( 5,863,441 )

of Intangible Asset – Technology Right as of October 31, 2025

of Amortization of Intangible Asset – Technology Right

Accumulated amortization

( 4,374,980 )

of Intangible Asset – Technology Right as of April 30, 2025

expense for the six months ended October 31, 2025 and 2024 was approximately $ 1,488,462 and $ 1,488,462 respectively.

These amounts are

included in cost of revenue in the consolidated statements of operations and comprehensive income.

REVENUE – SEGMENT REPORTING BY GEOGRAPHIC REGION

following represents the Company’s revenue segmented by geographic region for the six months ended October 31, 2025 and 2024.

SCHEDULE OF REVENUE

SEGMENT REPORTING BY GEOGRAPHIC REGION

United Kingdom

United States of America

ACCOUNTS RECEIVABLE

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OF ACCOUNTS RECEIVABLE

October 31, 2025

January 31, 2026

April 30, 2025

of October 31, 2025 and April 30, 2025, all accounts receivable were due from third-party customers.

Accounts receivable

of January 31, 2026 and April 30, 2025, all accounts receivable were due from third-party customers.

The provisions for credit losses

were nil as of October 31, 2025 and April 30, 2025.

were nil as of January 31, 2026 and April 30, 2025.

of January 31, 2026, the Company had deposits totaling $ 4,104,162

consisting primarily of refundable advance payments made to marketing and advertising service providers, as well as a

refundable advance payment made to a technology development vendor in Malaysia.

These deposits related to ongoing operations and

business expansion activities and would be applied against future services or refunded in accordance with the terms of the related

As of March 16, 2026, $ 4,000,000 of such deposits had been refunded to the Company, and the remaining $ 104,162 is

expected to be refunded in April 2026.

of January 31, 2026, the Company had prepayments totaling $ 259,018 including advance payments for services and rental prepayments under

existing lease agreements.

These amounts will be recognized as expenses over the applicable periods.

OF PREPAYMENTS

January 31, 2026

April 30, 2025

Prepaid rental

Total Prepayments

OTHER RECEIVABLES

of January 31, 2026, the Company had $ 1,460,150

of other receivables, primarily consisting of amounts due from another company for payments made on such company’s

Such receivables are non-interest-bearing and are not loan receivables.

The Company expects to collect the outstanding balance in April 2026.

SCHEDULE OF OTHER RECEIVABLES

January 31, 2026,

April 30, 2025

A mount due from third party

Loan interest receivable

TO THE CONSOLIDATED FINANCIAL STATEMENTS

represents a quoted investment in Brightstar Technology Group Co., Ltd.

as of October 31, 2025, a company listed on the Hong Kong Stock

as of January 31, 2026, a company listed on the Hong Kong Stock

The contributor of this investment has provided a downside guarantee to ensure a minimum value.

5 unchanged sentences

guarantee income”.

of October 31, 2025, the Company had deposits totaling $ 25,313,776 The Company’s deposits primarily consist of refundable advance payments

made to marketing and advertising service providers, as well as a refundable advance payment made to a technology development vendor in

These deposits relate to ongoing operations and business expansion activities and will be applied against future services or

refunded in accordance with the terms of the related agreements.

Management will continue to assess the Company’s business strategy and

options in light of evolving market opportunities and circumstances and will adjust its plans or business strategy and the deployment

of its working capital as it deems most appropriate and advantageous to the Company’s.

of October 31, 2025, the Company had prepayments totaling $ 5,885,200

including advance payments for services and rental prepayments

under existing lease agreements.

These amounts will be recognized as expenses over the applicable periods.

OTHER RECEIVABLES

As of October 31, 2025, the Company had other receivables

of $ 10,003,838 primarily representing interest-bearing

loans to third parties.

Interest income is recognized on the accrual basis in accordance with the contractual terms of the underlying

loan agreements.

Management will continue to assess the Company’s business strategy and options in light of evolving market opportunities

and circumstances and will adjust its plans or business strategy and the deployment of its working capital as it deems most appropriate

and advantageous to the Company.

SCHEDULE OF OTHER RECEIVABLES

October 31, 2025

April 30, 2025

Loans to third parties

Loan interest receivable

DEVELOPMENT COSTS

costs represent capitalized costs related to the development of the Company’s AI-enabled software solutions, including AI &

International Trade, AI & Finance, AI & Customer Service, AI & Digital Employee, AI & Smart Education, and AI & Intelligent

OF DEVELOPMENT COSTS

AI & International Trade

AI & Customer Service

AI & Digital Employee

AI & Smart Education

AI & Intelligent Medicine

Accumulated Amortization

Development costs, net

There was no amortization expense for

the nine months ended January 31, 2026 and 2025, as the Aberfeldy acquisition took place just one day before the end of the quarter.

A mortization

expense for the three-month period ended January 31, 2026 and 2025 was also nil .

Company evaluates capitalized development costs for impairment whenever events or changes in circumstances indicate that the carrying

amount may not be recoverable.

If impairment indicators exist, the Company measures and recognizes an impairment loss to the extent the

carrying amount exceeds the asset’s fair value.

INTANGIBLE ASSETS, NET

rights are stated at cost less accumulated amortization and impairment losses.

Amortization is calculated on a straight-line basis over

such technology rights’ estimated useful lives of five years .

SCHEDULE OF ACQUISITION AND AMORTIZATION OF INTANGIBLE ASSETS

Schedule of Acquisition of Intangible Asset – Technology Right

Hey Yuan metaverse Marriage and Love social platform

Shangou secure shopping

Xinjudi creative base system

Safe transaction method of payment with QR code

Multifunctional network information security server

Internet of things trade follow up method

Retail information management control

Live scene video automatic production system

Video chat method and other storage media

Speech recognition and other methods

Data processing method and other storage media

TO THE CONSOLIDATED FINANCIAL STATEMENTS

INTANGIBLE ASSETS, NET (cont.)

Schedule of Amortization of Intangible Asset – Technology Right

Accumulated amortization

( 6,607,672 )

Net value of Intangible Asset – Technology Right as of January 31, 2026

Schedule of Amortization of Intangible Asset – Technology Right

Accumulated amortization

( 4,374,980 )

Net value of Intangible Asset – Technology Right as of April 30, 2025

expense for the nine-month periods ended January 31, 2026 and 2025 was approximately $ 2,232,693

and $ 2,232,693

respectively.

expense for the three-month periods ended January 31, 2026 and 2025 was approximately $ 744,230

These amounts are included in cost of revenue in the consolidated statements of operations and comprehensive

(loss)/income.

PROPERTY AND EQUIPMENT, NET

and equipment, net, consist of the following:

OF PROPERTY AND EQUIPMENT, NET

Office Equipment

accumulated depreciation

Property and Equipment, net

depreciation expense was recorded for the nine-month periods ended January 31, 2026 and 2025, as the Aberfeldy acquisition took place

just one day before the end of the quarter.

expense was also nil for the three-month periods ended January 31, 2026 and 2025.

BUSINESS COMBINATIONS — ADDITIONAL DETAILS REGARDING ACQUIRED INTANGIBLE ASSETS

is allocated to the Company’s cash-generating units.

The recoverable amounts of these cash- generating units have been determined

based on value-in-use calculations.

Other assumptions included in value-in-use calculations are closely linked to entity-specific key

performance indicators

connection with the acquisition of Aberfeldy Holdings Limited and its subsidiary, the Company recognized goodwill of $ 21,514,838 ,

representing the excess of the consideration transferred over the estimated fair value of net identifiable assets acquired and

liabilities assumed.

This goodwill is primarily attributable to expected synergies from combining operations, anticipated future growth

opportunities, and the assembled workforce and other benefits that do not qualify for separate recognition as identifiable

intangible assets.

connection with the acquisition, the Company recognized identifiable intangible assets at their estimated acquisition-date fair values,

relationships:

● Intellectual

property (IP):

$ 47,361,629 (primarily acquired developed technology/software and other acquired

TO THE CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS COMBINATIONS — ADDITIONAL DETAILS REGARDING ACQUIRED INTANGIBLE ASSETS (cont.)

intangible assets are finite-lived and are amortized on a straight-line basis over their estimated useful lives, which are reviewed periodically.

the acquisition occurred on January 30, 2026, amortization expense related to acquired intangible assets was immaterial for the period

presented and will commence in the subsequent quarter.

OF AMORTIZATION EXPENSE RELATED TO ACQUIRED INTANGIBLE ASSETS

Customer relationships

Intellectual property

Total goodwill and other intangible assets

$ 123,179,742

REVENUE — SEGMENT REPORTING BY GEOGRAPHIC REGION

following shows the Company’s revenue segmented by geographic region for the nine-month periods and three-month periods ended

January 31, 2026 and 2025.

OF REVENUE SEGMENT REPORTING BY GEOGRAPHIC REGION

For the nine months ended January 31, 2026

For the nine months ended January 31, 2025

For the three

January 31, 2026

For the three

January 31, 2025

United Kingdom

United States of America

OF REVENUE BY STREAM

Revenue Stream

January 31, 2026

January 31, 2025

For the three

January 31, 2026

For the three

January 31, 2025

Royalty Income

TO THE CONSOLIDATED FINANCIAL STATEMENTS

AMOUNT DUE FROM RELATED PARTY

4 unchanged sentences

with related party

January 31, 2026

April 30, 2025

Amount due from related party

Amount due to related party

balances of $ 2,670,000 and $ 2,827,528 as of October 31, 2025 and April 30, 2025, respectively, represent amounts receivable from a director

balances of $ 2,906,193 and $ 2,827,528 as of January 31, 2026 and April 30, 2025, respectively, represent amounts receivable from a director

under the downside guarantee arrangement relating to the Company’s investment in Brightstar Technology Group Co., Ltd.

4 unchanged sentences

this receivable to be fully settled in the normal course of business.

balances of $ 784,091 and $ 775,406 as of October 31, 2025 and April 30, 2025, respectively, represent amounts payable to a director for

balances of $ 784,091 and $ 775,406 as of January 31, 2026 and April 30, 2025, respectively, represent amounts payable to a director for

expenses paid on behalf of the Company.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

ACCOUNTS PAYABLE

The Company’s accounts

payable balances were as follows:

OF ACCOUNTS PAYABLE

January 31, 2026

April 30, 2025

Accounts payable

of January 31, 2026 and April 30, 2025, all accounts payable were due to third-party suppliers.

ACCRUED EXPENSES

following is a summary of accrued expenses as of October 31, 2025 and April 30, 2025, respectively.

following is a summary of accrued expenses as of January 31, 2026 and April 30, 2025, respectively.

SCHEDULE OF ACCRUED EXPENSES

Accrued salaries and benefits –

January 31, 2026

April 30, 2025

Accrued salaries and benefits – management

Accrued signing bonus

4 unchanged sentences

SHAREHOLDERS’ EQUITY

Company has 1,000,000,000 shares

of common stock authorized with a par value of $ 0.001

As of October 31, 2025 and 2024, the Company had

shares of common stock issued and outstanding, respectively

(on a split-adjusted basis).

Company has 1,000,000,000 shares of common

stock authorized, with a par value of $ 0.001

As of January 31, 2026 and April 30, 2025, the Company had 42,142,432

shares of common stock issued and outstanding, respectively (on a split-adjusted basis).

TO THE CONSOLIDATED FINANCIAL STATEMENTS

9 unchanged sentences

consisting of a share and two warrants), the private placement raised $ 4,600,000 for the Company.

the period from August 1, 2025 through October 31, 2025, apart from the private placement, the Company issued 39,268

shares to round up fractional shares as part of a reverse stock split of the Company’s common stock at a ratio of 1-for-50 ,

which became effective on October 27, 2025 (the “Reverse Stock Split”).

In this period, the Company also sold 18,290,063

shares in “at the market offerings”, generating gross proceeds of $ 175,614,186 (approximately $ 168,576,574 after the payment of commission, fees and expenses).

share figures in these financial statements and notes are adjusted to reflect the Reverse Stock Split except where stated otherwise.

the period from August 1, 2025 through October 31, 2025, apart from the private placement, the Company issued 39,268 shares

to round up fractional shares as part of a reverse stock split of the Company’s common stock at a ratio of 1-for-50 ,

which became effective on October 27, 2025.

In this period, the Company also sold 18,290,063 shares

in “at the market offerings,” generating net proceeds of $ 168,576,574 .

All share figures in these financial statements and notes are adjusted

to reflect this reverse stock split.

For the period from November 1, 2025 through January 31, 2026, the Company sold 3,516,625 shares in at-the-market

offerings, generating net proceeds of $ 3,977,941 .

In December 2025, the Company sold 15,382,378 shares in a direct offering, generating

net proceeds of $ 14,773,528 .

And in January 2026, the Company allotted 4,215,000 shares to Mr.

Zhou, generating net proceeds of $ 5,774,550 .

COMMITMENTS AND CONTINGENCIES

Company was not subject to any legal proceedings during the six months ended October 31, 2025, and there are currently no legal proceedings,

Company was not subject to any legal proceedings during the nine months ended January 31, 2026, and there are currently no legal proceedings,

to which it is a party, which could have a material adverse impact on its financial position, results of operations, or liquidity.

SUBSEQUENT EVENTS

the month of November 2025, the Company sold 3,516,625 shares under its ATM facility, generating $ 3,604,594 of gross proceeds ($ 3,485,598

after the payment of commission, fees and expenses).

December 22, 2025, the Company closed a registered direct offering, selling 15,382,378 shares at $ 1.02 and raising

$ 15,689,990 (approximately $ 14,773,528 after the payment of commission, fees and expenses).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements