AIRWA INC. 10-K

ITEM 8. FINANCIAL STATEMENTS The financial statements and supplementary financial information required by this Item 8 are set forth immediately below and are incorporated herein by reference. 51 AiRWA INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS CONTENTS PAGE REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 6907 ) F-2 CONSOLIDATED BALANCE SHEETS AS OF APRIL 30, 2026 AND 2025 F-3 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) FOR THE YEARS ENDED APRIL 30, 2026 AND 2025 F-4 CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED APRIL 30, 2026 AND 2025 F-5 CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE YEARS ENDED APRIL 30, 2026 AND 2025 F-6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of AiRWA Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of AiRWA Inc. and its subsidiaries (the “Company”) as of April 30, 2026 and 2025, and the related consolidated statements of operations and comprehensive income(loss), changes in shareholders’ equity, and cash flow for each of the years ended April 30, 2026 and 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2026 and 2025, and the results of its operations and its cash flow for each of the years ended April 30, 2026 and 2025, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosure in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. As discussed in Note 14 to the consolidated financial statements, on January 30, 2026, the Company completed the acquisition of 100% of the outstanding shares of Aberfeldy Holdings Limited, the holding company that owns Rafael AI Sdn. Bhd. (known at the time as 26 Rafael Sdn. Bhd.), for consideration of $140.0 million. In connection with the business combination, the Company recorded various intangible assets, which included development costs and customer relationship assets with provisional fair values of $54.8 million and $42.0 million, respectively. We identified the evaluation of the provisional fair values of the development costs and customer relationships assets as a critical audit matter. A high degree of subjective auditor judgment was required to evaluate the significant assumptions, specifically: revenue growth rates and the discount rate applied in the valuation of the development costs; and follow-on revenue, profitability, customer attrition rate and the discount rate applied in the valuation of the customer relationship assets. Changes in these assumptions could have a significant effect on the fair values. Additionally, the evaluation of the customer attrition rate and discount rates required specialized skills and knowledge. The following are the primary procedures we performed to address this critical audit matter: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s business combination process. This included controls related to the determination of revenue growth rates and the discount rate for development costs as well as controls related to follow-on revenue, profitability, the customer attrition rate, and the discount rate for customer relationship assets. We evaluated revenue growth rates for development costs and follow-on revenue and profitability for customer relationships assets, by comparing them to the acquiree’s historical results and relevant industry data. And we involved valuation professionals with specialized skills and knowledge who assisted in assessing the attrition rate by comparing it to historic customer attrition rates of the acquiree; analyzing the discount rates by comparing them to independently developed ranges of discount rates using publicly available market data for comparable entities; and assessing revenue growth and margins by comparing past projections to actual performance. /s/ Enrome LLP We have served as the Company’s auditor since 2025. Singapore September 21, 2026 F- 2 AiRWA INC. CONSOLIDATED BALANCE SHEETS (Amounts in U.S. dollars, except for numbers of shares or as otherwise noted) As of As of April 30, 2026 April 30, 2025 ASSETS Current Assets: Cash and cash equivalents $ 12,780,208 $ 54,744 Investment - 1,382,857 Accounts receivable 17,997,211 15,388,701 Amount due from related party - 2,827,528 Contract costs 6,548,813 - Right-of-use asset 3,679 - Digital assets 19,245,771 - Deposits 310,576 - Prepayments 1,234,161 - Other receivables 1,341,413 2,742,329 Total Current Assets 59,461,832 22,396,159 Non-Current Assets: Property and equipment, net 1,297,703 - Goodwill 58,320,569 - Intangible assets, net 91,275,497 10,509,635 Total Non-Current Assets 150,893,769 10,509,635 TOTAL ASSETS $ 210,355,601 $ 32,905,794 LIABILITIES AND SHAREHOLDERS’ EQUITY LIABILITIES Current Liabilities: Accounts payable $ 4,992,442 $ - Accrued expenses 3,453,832 2,428,131 Contract liabilities 10,802,800 - Amount due to related party - 775,406 Income taxes payable - 3,283,634 Total Current Liabilities 19,249,074 6,487,171 Non-Current Liabilities Deferred tax liabilities 20,542,972 - Total Non-Current Liabilities 20,542,972 - Total Liabilities 39,792,046 6,487,171 Commitments and contingency - - SHAREHOLDERS’ EQUITY Common stock, $ 0.001 par value; 1,000,000,000 shares authorized; approximately 52,678 and 364 shares issued and outstanding as of April 30, 2026 and 2025, respectively. 52 - Additional paid-in capital 182,000,909 19,153,349 (Accumulated deficit) retained earnings ( 11,437,406 ) 6,123,114 Total AiRWA Inc. shareholders’ equity 170,563,555 25,276,463 Non-controlling interest - 1,142,160 Total Shareholders’ Equity 170,563,555 26,418,623 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 210,355,601 $ 32,905,794 The accompanying notes are an integral part of these consolidated financial statements. F- 3 AiRWA INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) (Amounts in U.S. dollars, except for numbers of shares or as otherwise noted) For the Years Ended April 30, 2026 April 30, 2025 REVENUE $ 25,807,289 $ 12,818,182 COST OF REVENUE 22,469,620 2,976,923 GROSS PROFIT 3,337,669 9,841,259 OPERATING EXPENSES Selling and marketing expenses 746,230 - General and administrative expenses 8,714,244 3,261,402 Total Operating Expenses 9,460,474 3,261,402 OPERATING (LOSS)/INCOME ( 6,122,805 ) 6,579,857 NON-OPERATING INCOME Overprovision of prior year income tax 3,283,634 - Shares guarantee income 427,818 330,480 Interest income 72,735 65,367 Total Non-Operating Income 3,784,187 395,847 NON-OPERATING EXPENSE Amortization of intangible assets ( 4,505,038 ) Impairment of intangible assets ( 7,532,712 ) - Loss on write-off of investment ( 955,038 ) - Impairment loss – amount due from a director ( 2,582,505 ) - Impairment loss – other receivables ( 300,000 ) - Loss on investments at fair value, net ( 427,818 ) ( 330,484 ) Total Non-Operating Expense ( 16,303,111 ) ( 330,484 ) NET (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAX EXPENSE ( 18,641,729 ) 6,645,220 Income tax benefit/(expense) 1,081,209 ( 2,011,773 ) NET (LOSS)/INCOME ( 17,560,520 ) 4,633,447 NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST - ( 1,142,160 ) NET (LOSS)/INCOME ATTRIBUTABLE TO CONTROLLING INTEREST $ ( 17,560,520 ) $ 3,491,287 Net (loss)/income per share - basic $ ( 752.73 ) 10,842.51 Net (loss)/income per share - diluted $ ( 752.73 ) 10,842.51 Weighted average common shares outstanding - basic 23,329 322 Weighted average common shares outstanding - diluted 23,329 322 The accompanying notes are an integral part of these consolidated financial statements. F- 4 AiRWA INC. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Amounts in U.S. dollars, except for numbers of shares or as otherwise noted) Total Common Stock Additional Paid-In Retained AiRWA Inc. shareholders’ Non- Controlling Total Shareholders’ Shares Amount Capital Earnings equity Interest Equity Balance as of - May 1, 2024 - - $ 19,096,282 $ 2,626,394 $ 21,722,676 $ - $ 21,722,676 Reverse merger adjustment 364 - ( 5,433 ) 5,433 - - - Stock-based compensation - - 62,500 - 62,500 - 62,500 Net income for the year - - - 3,491,287 3,491,287 1,142,160 4,633,447 Balance as of - April 30, 2025 364 - 19,153,349 6,123,114 $ 25,276,463 $ 1,142,160 $ 26,418,623 Balance 364 - 19,153,349 6,123,114 $ 25,276,463 $ 1,142,160 $ 26,418,623 Stock issued upon exercise of warrants 59 - 368 - 368 - 368 Private placement 500 1 4,599,999 - 4,600,000 - 4,600,000 At-the-market-transaction 27,258 27 172,554,487 - 172,554,514 - 172,554,514 Direct offering 19,228 19 14,773,509 - 14,773,528 - 14,773,528 Allotment of share 5,269 5 5,774,545 - 5,774,550 - 5,774,550 Acquisition of non-controlling interest - - ( 34,855,348 ) ( 34,855,348 ) ( 1,142,160 ) ( 35,997,508 ) Net loss - - - ( 17,560,520 ) ( 17,560,520 ) - ( 17,560,520 ) Net income (loss) - - - ( 17,560,520 ) ( 17,560,520 ) - ( 17,560,520 ) Balance as of - April 30, 2026 52,678 $ 52 $ 182,000,909 $ ( 11,437,406 ) $ 170,563,555 $ - $ 170,563,555 Balance 52,678 $ 52 $ 182,000,909 $ ( 11,437,406 ) $ 170,563,555 $ - $ 170,563,555 The accompanying notes are an integral part of these consolidated financial statements. F- 5 AiRWA INC. CONSOLIDATED STATEMENTS OF CASH FLOW (Amounts in U.S. dollars, except for numbers of shares or as otherwise noted) 2026 2025 CASH FLOW FROM OPERATING ACTIVITIES Net (loss)/income $ ( 17,560,520 ) $ 4,633,447 Adjustments to reconcile net (loss)/income to net cash used in operating activities Amortization expense on intangible assets 8,484,275 2,976,923 Depreciation of property and equipment 305,603 - Depreciation of Right-of-use asset 159 Interest expense on lease liability 30 - Change in fair value of derivative liability - 4 Shares and warrants issued for services - 62,500 Loss on Financial Assets at FVTPL 427,818 330,480 Deferred income tax benefit ( 1,081,209 ) - Overprovision of income tax payable ( 3,283,634 ) - Impairment of intangible assets credit loss expense 7,532,712 - Loss on write-off of investment 955,038 - Impairment loss - amount due from related party 2,582,505 - Impairment loss - other receivable 300,000 - Changes in assets and liabilities, net of acquired amounts Accounts receivables ( 1,600,710 ) ( 12,115,974 ) Other receivables 576,852 - Prepayments and deposits ( 735,374 ) ( 586,668 ) Digital assets ( 19,245,771 ) - Contract costs ( 3,826,935 ) - Account payable 4,992,442 - Accrued expenses 849,714 2,308,127 Contract liabilities 4,401,800 - Lease liabilities ( 30 ) Income taxes payable ( 4,930,236 ) 2,011,773 Total adjustments ( 3,294,951 ) ( 5,012,835 ) Net cash used in operating activities ( 20,855,471 ) ( 379,388 ) CASH FLOW FROM INVESTING ACTIVITIES Payment of increase in investment in subsidiary ( 36,000,000 ) - Payment of acquisition of investment in subsidiaries ( 128,122,025 ) Net cash used in investing activities ( 164,122,025 ) - CASH FLOW FROM FINANCING ACTIVITIES Proceeds from private placement 4,600,000 - Proceeds from At-the-market transaction 172,554,514 - Proceeds from exercise of warrants for cash 368 - Proceeds from direct offering 14,773,528 - Proceeds from issue of shares 5,774,550 - Amount due from related party - ( 330,480 ) Amount due to related party - 725,261 Net cash provided by financing activities 197,702,960 394,781 NET INCREASE IN CASH 12,725,464 15,393 CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 54,744 39,351 CASH AND CASH EQUIVALENTS - END OF YEAR $ 12,780,208 $ 54,744 The accompanying notes are an integral part of these consolidated financial statements. F- 6 AiRWA INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1. ORGANIZATION AND NATURE OF BUSINESS SCHEDULE OF EQUITY METHOD INVESTMENTS Entity Date of incorporation/ acquisition Place of incorporation Percentage of direct or indirect ownership Principal activities Subsidiaries: Yuanyu Enterprise Management Co., Limited November 11, 2021 Hong Kong 100 % owned by the Company Technology licensing Aberfeldy Holdings Limited January 30, 2026 Republic of Seychelles 100 % owned by the Company Holding company 26 Rafael Sdn. Bhd. January 30, 2026 Malaysia 100 % owned by the Company Data-to-AI, End-to-End Solutions Lazex Inc. (“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 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.; and on September 30, 2025, Connexa Sports Technologies Inc. changed its name to AiRWA, Inc. On 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. By this transaction, the shareholders of YYEM became the controlling shareholders of the Company and appointed new directors to the Board. Slinger 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. This 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. The consolidated financial statements represent a continuation of the consolidated financial statements of YYEM. Following the closing of the Acquisition and the disposal of the Slinger Bag business, YYEM was the sole operating subsidiary of the Company. On October 22, 2025, the Company entered into a share purchase agreement with Mr. Zhou, the then 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 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 has licensed out, enabling licensees to create localized matchmaking experiences tailored to their specific markets and cultures. On account of economic challenges faced by the Company’s licensees, the agreements generating royalty income were terminated in the course of fiscal year 2026, but the Company continues to believe in the merits of this business model and is seeking replacement customers. On August 25, 2025, the Company announced a joint venture for the establishment of an RWA-focused exchange, which would initially focus on tokenized U.S. equities. Following that announcement, development proceeded with partial funding and with successful test runs settling trades of tokenized U.S. equities. However, after the end of the Company’s fiscal year, to protect the Company in the wake of media reports that the Company’s joint venture partner was experiencing significant financial and legal problems, management terminated the joint venture agreement, delivering formal notice on September 18, 2026. On January 30, 2026, the Company entered into and closed on a share purchase agreement with various sellers to acquire all the share capital of Aberfeldy Holdings Limited, a Seychelles holding company owning 100 % of Rafael AI Sdn. Bhd. (then known as 26 Rafael Sdn. Bhd.), a Malaysian operating company (“Rafael AI”), for $ 140,000,000 , paid in USDT. Rafael AI provides “data-to-AI” end-to-end solutions, which are 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. F- 7 On July 30, 2026, after the end of fiscal year 2026, the Company completed the acquisition of Hongkong Best Life Trade Co., Limited. For further details of this acquisition, please refer to Note 20, Subsequent Events. Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below. Principles of consolidation The accompanying consolidated financial statements include the consolidated financial statements of the Company and its wholly owned subsidiaries. A subsidiary is an entity over which the Company has control. Control is achieved when the Company (i) has power over the investee (including when the Company directly or indirectly controls more than 50% of the voting power or when the Company has the power to appoint or remove the majority of the members of the board of directors, to cast a majority of votes at board meetings, or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders); (ii) is exposed to, or has rights to, variable returns from its involvement with the investee; and (iii) has the ability to use its power to affect those returns. A subsidiary is consolidated from the date on which the Company obtains control. The Company reassesses whether it controls an investee if facts and circumstances indicate changes to one or more of the three elements of control listed above. All inter-company balances and transactions are eliminated upon consolidation. The results of subsidiary acquired are recorded in the consolidated statements of operations from the effective date of acquisition, as appropriate. All significant transactions and balances between the Company and its subsidiaries have been eliminated. Use of estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Foreign currency The Company’s reporting currency is the U.S. dollar (USD). The functional currencies of its subsidiaries is also the U.S. dollar . The determination of the respective functional currency is based on the criteria set out by ASC 830, Foreign Currency Matters. Transactions denominated in currencies other than in the functional currency are translated into the functional currency using the exchange rates prevailing at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the applicable exchange rates at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains or losses arising from foreign currency transactions are included in the consolidated statements of operations and comprehensive income/(loss). F- 8 Cash and cash equivalents For accounting purposes, cash and cash equivalents are all considered to be highly liquid investments with a maturity of three months or less at the time of purchase. Accounts receivable Accounts receivable are recorded at the gross billing amount less an allowance for any uncollectible accounts due from customers. Accounts receivable do not bear interest. Since July 1, 2022, the Company early adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective transition method. ASU 2016-13 replaced the existing incurred loss impairment model with an expected loss methodology, resulting in more timely recognition of credit losses. Upon adoption, the Company changed its impairment model to utilize a forward-looking current expected credit loss (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost and receivables resulting from the application of ASC 606, including contract assets. The adoption of this guidance had no impact on the allowance for credit losses for accounts receivable as of April 30, 2026. The Company maintains an allowance for credit losses, recorded as an offset to accounts receivable. Estimated credit losses charged to the allowance are classified as “General and administrative expenses” in the consolidated statements of operations and comprehensive income/(loss). The Company assesses collectability by reviewing accounts receivable aging schedules. In determining the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the balances, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the ability to collect from customers. Delinquent account balances are written off against the allowance after management determines that collection is not probable. For the years ended April 30, 2026 and 2025, the Company did not record any expected credit losses against accounts receivable. Deposits, Prepayments and Other Receivables Deposits, prepayments and other receivables primarily consist of prepayments to vendors and service providers, advances to employees, refundable deposits, and other receivables. Prepayments are recognized as assets when payments are made in advance of the receipt of goods or services and are expensed when the related goods or services are received. The Company evaluates deposits and other receivables that represent financial assets measured at amortized cost for expected credit losses in accordance with ASC Topic 326, Financial Instruments—Credit Losses . The allowance for credit losses reflects management’s estimate of expected credit losses over the contractual life of the financial assets and is based on relevant available information, including historical collection experience, current conditions, and reasonable and supportable forecasts, as applicable. Changes in the allowance are recognized as credit loss expense in the consolidated statements of operations. Balances are written off against the allowance when they are deemed uncollectible. As of April 30, 2026 and 2025, the Company recorded an allowance for credit losses of $ 300,000 and nil , respectively, against other receivables. Operating leases The Company accounts for operating leases following ASC 842, Leases (“Topic 842”). The Company, through its subsidiary, leases its offices, which are classified as operating leases in accordance with Topic 842. Operating leases are required to record in the balance sheet as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date, and (3) initial direct costs for any expired or existing leases as of the adoption date. The Company has elected the short-term lease exemption for the lease terms that are 12 months or less. F- 9 At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract is or contains a lease, the Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset, and whether it has the right to control the use of the asset. The right-of-use assets and related lease liabilities are recognized at the lease commencement date. The Company recognizes operating lease expenses on a straight-line basis over the lease term and had no finance leases for any of the periods stated herein. The right-of-use of asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received. All right-of-use assets are reviewed for impairment annually. There was no impairment for right-of-use lease assets as of April 30, 2026 and 2025. Investments The Company accounts for equity securities in accordance with ASC Topic 321, Investments—Equity Securities . Equity securities with readily determinable fair values are measured at fair value at each reporting date, with realized and unrealized gains and losses resulting from changes in fair value recognized in earnings. For equity securities without readily determinable fair values that do not qualify for the equity method of accounting, the Company may elect the measurement alternative permitted under ASC Topic 321. Under the measurement alternative, such investments are measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company evaluates such investments at each reporting period for impairment and for observable transactions that may require an adjustment to the carrying amount. Upon the sale, disposal, or other derecognition of an investment, the related carrying amount is removed from the consolidated balance sheet, and any resulting gain or loss is recognized in earnings. Investment gains and losses are presented within other income/(expense) in the consolidated statements of operations and comprehensive income/(loss). Development Costs The Company applies the principles of FASB ASC Topic 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. At Rafael AI, the Company has invested significant capital into the research and development of new products and features. The Company has adopted the “tested working model” approach to establish technological feasibility for its products. Under this approach, the Company does not consider a product in development to have passed the technological feasibility milestone until the Company has completed a model of the product that contains essentially all the functionality and features of the final product and has tested the model to ensure that it works as expected. The Company capitalizes costs related to the development of software to be sold, leased, or otherwise marketed as and when it believes such software has met the “tested working model” threshold. Development costs continue to be capitalized until the related software is released. The Company considers the following factors in determining whether costs can be capitalized: the nature of the relevant market; the uncertainty regarding a product’s revenue-generating potential; its lack of control over distribution channels, where applicable; and its historical practice of canceling products at that stage of the development process. After products and features are released, all product maintenance costs are expensed. F- 10 The Company also applies the principles of FASB ASC Topic 350-40, Accounting for the Cost of Computer Software Developed or Obtained for Internal Use (“ASC 350-40”). ASC 350-40 requires that software development costs incurred before the preliminary project stage be expensed as incurred. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the functions intended. Capitalized software development costs, whether for software developed to be sold, leased, or otherwise marketed or for internal use, are generally amortized over a 5 five-year useful life. For the years ended April 30, 2026 and 2025, the Company capitalized software development costs as more fully described in Note 11, Intangible Assets, net . Property and Equipment, Net Property 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 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 and equipment are initially measured at cost. Cost includes all the expenditure which is 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. Expenditure incurred subsequently for major services, or for 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. Day-to-day 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. Depreciation 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. The estimated useful lives of property and equipment have been assessed as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Category Depreciation Method Useful Life Furniture and fixtures Straight line 5 years Machinery and equipment Straight line 5 years Acquisition These consolidated financial statements include the operations of acquired businesses from the date of the acquisitions. Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, estimated replacement costs and future expected cash flow from acquired advertiser or publisher relationships, acquired technology, acquired patents. Management’s estimates of fair value are based on assumptions believed to be reasonable but which are inherently uncertain and unpredictable, and, as a result, actual results may differ from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects the Company’s amortization expense, as acquired finite-lived intangible assets are amortized over their useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. F- 11 Goodwill Goodwill represents the excess of purchase consideration over the acquisition date amounts of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity as a result of the Company’s acquisitions of interests in its subsidiaries. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. In accordance with ASC 350, the Company may first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors such as macroeconomic conditions, industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations, business plans and strategies of the reporting unit. Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed. The Company may also bypass the qualitative assessment and proceed directly to perform the quantitative impairment test. The Company adopted ASU 2017-04, Intangibles—Goodwill and Other (Topic 350: Simplifying the Test for Goodwill Impairment). After adopting this guidance, the Company performs the quantitative impairment test by comparing the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, the amount by which the carrying amount exceeds the reporting unit’s fair value is recognized as impairment. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, allocation of assets, liabilities, and goodwill to reporting units, and determination of the fair value of each reporting unit. For the years ended April 30, 2026 and 2025, no goodwill impairment charges were recorded. Intangible assets, net Intangible assets are stated at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are initially recognized at their estimated fair values as of the acquisition date in accordance with ASC Topic 805, Business Combinations . The Company’s finite-lived intangible assets are amortized over their estimated useful lives. The method of amortization reflects the pattern in which the economic benefits of the intangible assets are expected to be consumed. If such pattern cannot be reliably determined, the Company uses the straight-line method. The estimated useful lives and amortization methods are reviewed at each reporting period, and changes in estimated useful lives or amortization methods are accounted for prospectively as changes in accounting estimates. The estimated useful lives of the Company’s intangible assets are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF INTANGIBLE ASSETS Category Useful Life Development costs 5 years Customer relationships 5 years The Company reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability is assessed by comparing the carrying amount of the asset or asset group with the undiscounted future cash flow expected to result from its use and eventual disposition. If the carrying amount is not recoverable, an impairment loss is measured as the amount by which the carrying amount exceeds its fair value. Internally developed software costs are recognized as an intangible asset when: ● it is technologically feasible to complete the asset so that it will be available for use or sale; F- 12 ● there is an intention to complete and use or sell it; ● there is an ability to use or sell it; ● it will generate probable future economic benefits; ● there are available technical, financial, and other resources to complete the development and to use or sell the asset; and ● the expenditure attributable to the asset during its development can be measured reliably. Amortization begins when development is complete and the asset is available for use. Development costs are amortized based on a useful life of five years . Acquisition-related costs Acquisition-related costs, such as legal, accounting, valuation, and other professional fees, are expensed as incurred and are not included in consideration transferred. Digital Assets The Company’s digital assets consist primarily of U.S. dollar-denominated stablecoins, mainly USDT, which is designed to maintain a value of approximately one U.S. dollar per token and is generally redeemable on a one-to-one basis for U.S. dollars. The Company holds these digital assets primarily for treasury management and settlement purposes. USDT is accounted for as a financial instrument on the consolidated balance sheets. The Company evaluates the contractual terms and rights associated with each digital asset, including whether the Company has an enforceable right to redeem the digital asset directly with the issuer for U.S. dollars. Based on the Company’s evaluation, the Company does not maintain a direct account with the applicable issuers and does not have an unconditional contractual right to redeem the digital assets directly with the issuers. The Company generally realizes the value of its digital assets through transactions conducted on third-party digital asset platforms. Accordingly, the Company accounts for its digital assets under ASC Subtopic 350-60, Intangibles—Goodwill and Other—Crypto Assets. Digital assets are measured at fair value as of each reporting date, with changes in fair value recognized in net income. Digital assets are presented separately as “digital assets” in the consolidated balance sheets. Realized and unrealized gains and losses are included in “other income/(expense), net” in the consolidated statements of operations and comprehensive income. The Company’s digital assets were maintained in a corporate account with Ju.com, a third-party digital asset trading platform, until we withdrew our remaining deposits to terminate the relationship on August 10, 2026. The Company did not directly control the private keys associated with the digital assets held through the platform. Accordingly, the Company was exposed to third-party custodial and counterparty risks, including cybersecurity incidents, unauthorized access, suspension of withdrawals, platform insolvency, and regulatory actions. Contract Liabilities A contract liability is recognized when the Company receives consideration from a customer, or the consideration is unconditionally due, before the Company transfers goods or services to the customer. Contract liabilities are recognized as revenue when the Company satisfies the related performance obligation. The recorded contract liabilities include advance payments and billings in excess of revenue recognized. Contract liabilities are reported on a contract-by-contract basis at the end of each reporting period. F- 13 Contract Costs The Company capitalizes costs incurred to fulfill a contract when such costs (i) relate directly to a contract or anticipated contract, (ii) generate or enhance resources that will be used in satisfying future performance obligations, and (iii) are expected to be recovered. These costs primarily consist of direct labor, direct materials, and allocations of directly attributable overhead. Capitalized contract fulfillment costs are amortized on a straight-line basis over the expected period of benefit, which is consistent with the pattern of transfer of goods or services to which the asset relates. Amortization expense is recorded in cost of revenue in the accompanying consolidated statements of operations and comprehensive income/(loss). The Company assesses the carrying amount of capitalized contract costs for impairment at each reporting period. An impairment loss is recognized in the period in which it is identified, to the extent that the carrying amount of the asset exceeds the expected remaining consideration for the related contract, less any costs expected to be incurred in fulfilling the contract. Impairment of long-lived assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change in market conditions that will impact the future use of the assets) indicate that the carrying value may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flow expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flow 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. Related party and related-party transactions Related parties, which can be a corporation or individual, are considered to be related if the 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. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, 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 can be substantiated. It is not, however, practical to determine the fair value of amounts due to or from related parties due to their related-party nature. Accounts payable Accounts payable consist of amounts owed to suppliers, vendors, and service providers for goods and services received in the ordinary course of business. 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. Accrued expenses Accrued expenses consist of liabilities for goods and services that have been received or provided but not yet paid as of the balance sheet date, including payroll and related expenses, interest, professional fees, and other operating costs. Accruals are based on management’s best estimates and are adjusted to actual amounts when the obligations are invoiced or settled. F- 14 Fair value of financial instruments The Company measures fair value in accordance with ASC 820, Fair Value Measurement. ASC 820 establishes a three-level fair value hierarchy based on the inputs used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Other inputs that are directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity. ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: Market Approach — Uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. Income Approach — Uses valuation techniques to convert future amounts to a single present value, based on current market expectations about those future amounts. Cost Approach — Based on the amount that would currently be required to replace an asset. The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, deposits, other receivables, accounts payable, and certain accrued liabilities. The carrying amounts of these financial instruments approximate their fair values due to their short-term maturities. The Company’s digital assets are measured at fair value on a recurring basis. Certain identifiable assets acquired and liabilities assumed in a business combination are measured at fair value on a non-recurring basis as of the acquisition date in accordance with the acquisition method described in Note 15, Business Combinations. Transfers between levels of the fair value hierarchy, if any, are recognized as of the date of the event or change in circumstances giving rise to the transfer. The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, other receivables, amounts due from and due to related parties, accounts payable, and accrued expenses approximate their respective fair values due to the short-term nature of these financial instruments. There were no transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy during the years ended April 30, 2026 and 2025. In connection with the acquisition of Aberfeldy Holdings Limited, certain identifiable intangible assets acquired, including customer relationships and intellectual property, were measured at fair value on a non-recurring basis as of the acquisition date. Such fair value measurements were based on valuation techniques that utilized significant unobservable inputs and were classified within Level 3 of the fair value hierarchy. See Note 15, Business Combinations . The following table presents the Company’s assets measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE ASSETS MEASURED ON RECURRING BASIS Fair Value Measurements as of April 30, 2026 Level 1 Level 2 Level 3 Total Digital assets, at fair value $ 19,245,771 $ - $ - $ 19,245,771 Total $ 19,245,771 $ - $ - $ 19,245,771 Fair Value Measurements as of April 30, 2025 Level 1 Level 2 Level 3 Total Digital assets, at fair value $ - $ - $ - $ - Revenue recognition Revenue represents the amount of consideration the Company is entitled to upon the transfer of promised goods or services in the ordinary course of the Company’s activities and is recorded net of VAT. The Company adopts the five steps for the revenue recognition: (i) identify the contracts 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 entity satisfies a performance obligation. Consistent with the criteria of ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when performance obligations are satisfied by transferring control of a promised good or service to a customer. For performance obligations that are satisfied at a point in time, the Company also considers the following indicators to assess whether control of a promised good or service is transferred to the customer: (i) right to payment; (ii) legal title; (iii) physical possession; (iv) significant risks and rewards of ownership; and (v) acceptance of the good or service. Royalty income In the case of royalty income, the Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled for its products and services. Accounts receivables are recorded when the right to consideration becomes unconditional. The Company’s terms and conditions vary by customer and typically provide net 90-day terms. The Company receives royalty income in the form of license fees from customers for the use of the Company’s technology rights by the customers. Royalty income is recognized over time when the Company’s technology rights are used by the customers in accordance with the terms and conditions of the relevant license agreement. Revenue is recognized by the Company not only when invoices have been signed and confirmed by customers but also at the end of each year over the term of the relevant license agreements as the service is provided to the customers. F- 15 Advertising revenue The Company generates revenue from sales of various forms of advertising on streaming content by way of advertisement displays or the integration of promotion activities in content to be streamed. Advertising contracts are signed to establish the different contract prices for different advertising scenarios, consistent with the advertising period. The Company enters into advertising contracts directly with the advertisers or the third-party advertising agencies that represent advertisers. For the contracts that involve third-party advertising agencies, the Company acts as principal as the Company is responsible for fulfilling the promise of providing advertising services and has the discretion in establishing the price for the specified advertisement. Under a framework contract, the Company receives separate purchase orders from advertising agencies before the broadcast. Accordingly, each purchase order is identified as a separate performance obligation, containing a bundle of advertisements that are substantially the same and that have the same pattern of transfer to the customer. Where collectability is reasonably assured, revenue is recognized monthly over the service period of the purchase order. For contracts signed directly with the advertisers, the Company commits to display a series of advertisements which are substantially the same or similar in content and transfer pattern, and the display of the whole series of advertisements is identified as the single performance obligation under the contract. The Company satisfies its performance obligations over time by measuring the progress toward the display of the whole series of advertisements in a contract, and advertising revenue is recognized over time based on the number of advertisements displayed. Payment terms and conditions vary by contract types, and terms typically include a requirement for payment within a period from six to nine months. Both direct advertisers and third-party advertising agencies are generally billed at the end of the display period and require the Company to issue invoices in order to make their payments. AI revenue The Company acquired Rafael AI Sdn. Bhd. (“Rafael AI”, known at the time as 26 Rafael Sdn. Bhd.) on January 30, 2026. Rafael AI generates revenue from the sale of customized “data-to-AI” end-to-end solutions directly to customers, which qualifies as software. Rafael AI is the sole legal and beneficial owner of the software, and enters into contracts with its customers as a principal in the transactions. The sale of customized “data-to-AI” end-to-end solutions is considered a distinct product as the product is highly integrated, interdependent, and interrelated. The customers cannot use any component on a standalone basis to obtain economic benefits. The contracts contain a single performance obligation, which is to deliver a complete integrated software solution to its customers in exchange for consideration, and the performance obligation is satisfied when the customers obtain control upon completion and delivery of all software deliverables. The customers do not simultaneously receive and consume benefits as the Company performs the contracts, and do not control the software during development. The software has no alternative use, and Rafael AI does not have an enforceable right to payment for partial performance. The terms of pricing and payment stipulated in the contract are fixed, without variable consideration, significant financing component, non-cash consideration, and consideration payable to customers. Upon delivery of products, Rafael AI does not accept product returns or refunds except for quality issues, but it has obligations to issue refunds when the product has not been delivered. Rafael AI typically provides a one-year warranty for products delivered. Revenue is recognized when the control of the products has been transferred to customers. The transfer of control is considered complete when products have been accepted and received by customers. Amounts received in advance are recorded as contract liabilities, which are recognized as revenue when the relevant products are delivered and accepted by the customer. This activity falls within the scope of ASC 606. Principal vs agent consideration To determine whether revenue should be reported based on the gross or net transaction price to customers, the Company must determine whether it is acting as principal in its sales to customers. An entity acts as principal if it controls a good or service before it is transferred to the customer. Key indicators that the Company uses in evaluating its role in these sales transactions include, but are not limited to, the following: ● The underlying contract terms and conditions between the various parties to the transaction; F- 16 ● Which party is primarily responsible for fulfilling the promise to provide the specified good or service; and ● Which party has discretion in establishing the price for the specified good or service. The Company has discretion in establishing the price for the specified good or service, and, based on an evaluation of the above indicators, the Company has determined that it acts as the principal to its customers and thus reports its revenue on a gross basis. Cost of revenue For royalty income, the Company’s cost of revenue consists primarily of amortization charges of intangible assets, in particular, technology rights, which are directly attributable to the revenue. For advertising revenue, cost of revenue 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). For AI services, cost of revenue consists primarily of salaries, amortization charges of intangible assets, and depreciation of property and equipment, which are directly attributable to the revenue. The Company generally invoices customers for media and service fees in connection with performance advertising arrangements. Selling and marketing expenses Selling and marketing expenses primarily consist of personnel-related costs, office expenses, travel expenses, rent, utilities, and other marketing-related expenses. General and administrative expenses General and administrative expenses primarily consist of salaries and benefits for employees involved in general corporate functions, professional fees for external legal, accounting, and other consulting services, travel expenses, and other general office and administrative expenses. Income taxes The Company has adopted ASC 740, Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Prior to its acquisition by the Company, YYEM was a limited liability company incorporated in Hong Kong. YYEM is subject to Hong Kong profits tax on its assessable profits arising in or derived from Hong Kong. Provision for Hong Kong profits tax is made based on the estimated assessable profit of YYEM in accordance with applicable tax laws and regulations in Hong Kong. The tax positions taken by YYEM may be subject to examination by the Hong Kong Inland Revenue Department, and any adjustments resulting from such examination could affect the amount of tax expense and liabilities recognized in the financial statements. Rafael AI is subject to income taxes in Malaysia under applicable Malaysian tax laws. Following its acquisition by the Company, Rafael AI’s results are included in the Company’s consolidated income tax provision from the acquisition date. Provisional income tax payments made by Rafael AI are recorded as prepaid income taxes until applied against its final income tax liabilities and do not, by themselves, represent income tax expense. Commitments and contingency From time to time, the Company may be a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amounts can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. For the years ended April 30, 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 on the Company’s financial position, results of operations, or cash flow. F- 17 Earnings per share Basic earnings per share are calculated by dividing income available to shareholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. All common stock equivalents such as shares to be issued for the conversion of warrants were excluded from the calculation of diluted earnings per share as the effect is anti-dilutive. Basic net income per share is computed by dividing net income attributable to ordinary shareholders, after considering accretions to redemption value and deemed dividends on preferred shares, by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their respective participating rights. The Company’s preferred shares are considered participating securities because they participate in undistributed earnings on an as-if-converted basis. The preferred shares have no contractual obligation to fund or otherwise absorb the Company’s losses. Accordingly, any undistributed net income is allocated on a pro rata basis to ordinary and preferred shares, whereas any undistributed net loss is allocated to ordinary shares only. Diluted net income per share is calculated by dividing net income attributable to ordinary shareholders, as adjusted for the accretion and allocation of net income related to preferred shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of shares issuable upon the conversion of preferred shares and convertible loans using the if-converted method, and ordinary shares issuable upon the vesting of restricted shares or exercise of outstanding share options, using the treasury stock method based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. Ordinary equivalent shares are excluded from the denominator of the diluted earnings per share calculation when their inclusion would be anti-dilutive. Comprehensive income The Company applies ASC 220, Comprehensive Income, with respect to reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is defined to include all changes in equity of the Company during a period arising from transactions and other events and circumstances except those resulting from investments by shareholders and distributions to shareholders. Segment reporting 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. F- 18 Recent accounting pronouncements The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flow, or disclosure. In November 2024, the FASB issued ASU 2024-03, Reporting Comprehensive Income—Expense Disaggregation Disclosures, which focuses on improving disclosure 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, G&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, 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, or cash flow. In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20: Induced Conversions of Convertible Debt Instruments) . The amendments provide guidance on accounting for induced conversions of convertible debt instruments. 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 for entities that have adopted the amendments in ASU 2020-06. 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 flow. In January 2025, the FASB issued ASU 2025-01, “ Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. ” 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 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 flow. In March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122 . The amendments are effective immediately and must be applied on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flow. In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity . The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. 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 flow. 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 Topic 606. 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 these amendments and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flow. 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 . These 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 yet 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 flow. F- 19 In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other (Topic 350: Internal-Use Software) . The standard simplifies the accounting for internal-use software costs and is effective for fiscal years beginning after December 15, 2026. The Company does not expect adoption of this standard to have a material impact on its financial position, results of operations, or cash flow. In December 2025, FASB issued ASU 2025-11, Interim Reporting (Topic 270: Improvements to Interim Disclosure Requirements) . This 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 and does not believe that it will have a material effect on the Company’s financial position, results of operations, or cash flow. In April 2026, the FASB issued ASU 2026-01, which provides guidance on the initial measurement of paid-in-kind dividends on equity-classified preferred stock. The amendments require such dividends to be initially measured based on the paid-in-kind dividend rate stated in the preferred stock agreement. The amendments are effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual reporting periods. Early adoption is permitted. The Company does not currently have equity-classified preferred stock with paid-in-kind dividend provisions and therefore does not expect the adoption of this guidance to have a material effect on its financial position, results of operations, or cash flow. In May 2026, the FASB issued ASU 2026-02, which establishes accounting and disclosure guidance for environmental credits and environmental credit obligations. For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual reporting periods. Early adoption is permitted. The Company does not currently have material environmental credits or environmental credit obligations and does not expect the adoption of this guidance to have a material effect on its financial position, results of operations, or cash flow. The Company has reviewed other recently issued accounting pronouncements and does not believe that the adoption of such pronouncements is expected to have a material effect on its consolidated financial statements or related disclosure. Note 3: CONCENTRATIONS OF RISK Concentration of customer risk The Company’s three largest customers (together with their respective affiliates) accounted for approximately 44 %, 26 %, and 30 % of total accounts receivable as of April 30, 2025, respectively, and approximately 44 %, 17 % and 16 % of total accounts receivable as of April 30, 2026, respectively. The Company’s largest customer (together with its affiliate) accounted for 44 % and 44 % of total receivables for the years ended April 30, 2025 and 2026, respectively. The following table sets forth a summary of single customers who represent 10% or more of the Company’s total accounts receivable: SCHEDULE OF CONCENTRATIONS OF CREDIT RISK As of April 30, 2026 As of April 30, 2025 Customer A 44 % 44 % Customer B 17 % 26 % Customer C 14 % 30 % Customer D 16 % 0 % Concentration of customer risk 16 % 0 % Concentration of credit risk The Company is exposed to credit risk primarily through its cash and cash equivalents, accounts receivable, and revenue concentration. As of April 30, 2026 and 2025, the Company held cash and cash equivalents of $ 12,780,208 and $ 54,744 , substantially all of which were maintained with major financial institutions that management believes to have high credit quality. F- 20 Accounts receivable totaled $ 17,997,211 and $ 15,388,701 as of April 30, 2026 and April 30, 2025 respectively, and are derived from customer transactions. The Company’s revenue was concentrated among several major customers. For the year ended April 30, 2026, three customers each accounted for more than 10% of total revenue, representing approximately 30 %, 15 %, and 14 % of total revenue, respectively. For the year ended April 30, 2025, three customers accounted for approximately 42 %, 33 %, and 25 % of total revenue, respectively. The Company monitors the creditworthiness of these customers on an ongoing basis and establishes allowances for expected credit losses when necessary. Note 4: ACCOUNTS RECEIVABLE Accounts receivable consisted of the following: SCHEDULE OF ACCOUNTS RECEIVABLE As of As of April 30, 2026 April 30, 2025 Accounts receivable $ 17,997,211 $ 15,388,701 As of April 30, 2026 and 2025, all accounts receivable were due from third-party customers. The provisions for credit losses were nil as of April 30, 2026 and 2025. As of the date of this report, $ 14.5 million of the accounts receivable outstanding as of April 30, 2026 had been collected. Note 5 : DEPOSITS As of April 30, 2026, the Company had deposits totaling $ 310,576 , 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. The Company’s deposits were nil as of April 30, 2025. The deposits as of April 30, 2026, 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 agreements. Note 6 : PREPAYMENTS As of April 30, 2026, the Company had prepayments totaling $ 1,234,161 including advance payments and rental prepayments under existing lease agreements. These amounts will be recognized as expenses over the applicable periods. SCHEDULE OF PREPAYMENTS As of As of April 30, 2026 April 30, 2025 Advance tax payment in Malaysia 805,545 - Prepaid rental 428,616 - Total Prepayments 1,234,161 - Note 7 : OTHER RECEIVABLES As of April 30, 2026, the Company had $ 1,341,413 of other receivables, primarily consisting of amounts due from another company for payments made on such company’s behalf. Such receivables are non-interest-bearing and are not loan receivables. The Company expects to collect the outstanding balance by December 2026. SCHEDULE OF OTHER RECEIVABLES As of April 30, 2026 As of April 30, 2025 Amount due from third party $ 1,302,482 $ 2,662,718 Loan interest receivable 38,931 79,611 Total $ 1,341,413 $ 2,742,329 F- 21 Note 8: CONTRACT COSTS AND LIABILITIES Contract costs Contract costs consist of costs to obtain and fulfill a contract. Costs to fulfill a contract primarily consist of salaries and related costs, amortization of intangible assets, and depreciation of property and equipment in developing customized “data-to-AI” solutions for customers where such costs are expected to be recovered under existing contracts. Contract costs are recognized as a cost of revenue upon transfer of the customized “data-to-AI” solutions to customers. The movement of contract costs was as follows: SCHEDULE OF CONTRACT COSTS 2026 2025 For the Years Ended April 30, 2026 2025 Beginning $ - $ - Contract costs acquired in business combination 2,721,877 Cost of revenue ( 7,283,717 ) - Costs accumulation 11,110,653 - Ending $ 6,548,813 $ - Contract liabilities The Company acquired Aberfeldy Holdings Limited (“Aberfeldy”) on January 30, 2026. In accordance with ASC 805 and ASU 2021-08, the Company recognized and measured the contract liabilities assumed from Aberfeldy in accordance with ASC 606, Revenue from Contracts with Customers, as if the Company had originated the contracts at the acquisition date. The contract liabilities assumed represent amounts received up front from customers for customized “data-to-AI” solutions for which the underlying services had not yet been delivered at the acquisition date. The Company had no contract liabilities from its own operations prior to the acquisition of Aberfeldy. As the Company delivers the related services to customers, the acquired contract liabilities are reclassified to revenue. All performance obligations related to these contract liabilities are expected to be satisfied within one year. The following table provides information about the Company’s contract liabilities arising from contracts with customers. SCHEDULE OF CONTRACT LIABILITIES ARISING FROM CONTRACTS WITH CUSTOMERS 2026 2025 For the Years Ended April 30, 2026 2025 Beginning $ - - Contract liabilities assumed in business combination 6,401,000 Revenue ( 6,587,700 ) - Collections from customers 10,989,500 - Ending $ 10,802,800 - The Company’s remaining performance obligations represent the amount of the transaction price for which service has not been performed. As of April 30, 2026, the aggregate amount of the transaction price allocated for the remaining performance obligations amounted to $ 10,802,800 . The Company expects to recognize revenue of $ 10,802,800 arising from contract liabilities as of April 30, 2026, for the financial year ending April 30, 2027. F- 22 Note 9 : INVESTMENT The Company previously recorded an investment in Brightstar Technology Group Co., Ltd. (“Brightstar”), whose shares are listed on The Stock Exchange of Hong Kong Limited. During the year ended April 30, 2026, following a reassessment of the investment and the related accounting treatment, the Company wrote off the carrying amount of the investment and recognized a loss of $ 955,038 . The loss was included in “Loss on write-off of investment” within other income (expense) in the consolidated statements of operations and comprehensive income/(loss). As of April 30, 2026, no amount related to the investment in Brightstar was recognized in the consolidated balance sheet. Note 10 : DIGITAL ASSETS The Company’s digital assets consisted primarily of USDT, stablecoins designed to maintain a value of approximately one U.S. dollar per token. As of April 30, 2026 and 2025, the fair value of the Company’s digital assets was $ 19,245,771 and nil , respectively. The Company determined the fair value of its digital assets based on quoted prices in the principal market accessible to the Company as of the applicable reporting date. Changes in the fair value of the Company’s digital assets were not material during the years ended April 30, 2026 and 2025. Accordingly, the Company recognized no material gains or losses related to its digital assets during the years presented. Note 11: INTANGIBLE ASSETS, NET The Company’s intangible assets consisted of the following: SCHEDULE OF INTANGIBLE ASSETS As of April 30, 2026 As of April 30, 2025 Technology rights $ 14,884,615 $ 14,884,615 Acquired Development costs, gross 54,792,136 - Customer relationships, gross 41,990,714 $ - Less: accumulated amortization ( 12,859,256 ) ( 4,374,980 ) Less: accumulated impairment ( 7,532,712 ) - Intangible Assets, net $ 91,275,497 $ 10,509,635 F- 23 Intangible Assets The Company’s finite-lived intangible assets consist of development costs and customer relationships. These intangible assets are amortized on a straight-line basis over their estimated useful lives of five years . The Company reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During the year ended April 30, 2026, the Company recognized an impairment loss of approximately $ 7,532,712 related to its intangible assets. This loss was included in “Impairment of intangible assets” in the consolidated statements of operations and comprehensive income/(loss). Acquired Intangible Assets On January 30, 2026, in connection with the acquisition of Aberfeldy, the Company recognized acquired intangible assets consisting of a $ 54,792,136 fair value adjustment related to development costs and $ 41,990,714 related to customer relationships. These acquired intangible assets are finite-lived and are amortized on a straight-line basis over an estimated useful life of five years . Amortization expense related to these acquired intangible assets was approximately $ 5,507,352 for the period from the acquisition date through April 30, 2026. As of April 30, 2026, the net carrying amount of these acquired intangible assets was $ 91,275,497 . See Note 14, Business Combinations for additional information regarding the acquisition and the allocation of the purchase consideration. SCHEDULE OF BUSINESS COMBINATION FOR ADDITIONAL INFORMATION Estimated amortization For the years ended April 30 Estimated amortization 2027 $ 19,356,570 2028 19,356,570 2029 19,356,570 2030 19,356,570 2031 13,849,217 Total $ 91,275,497 Note 12: PROPERTY AND EQUIPMENT, NET Property and equipment, net, consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET As of April 30, 2026 As of April 30, 2025 Beginning - - Office equipment acquired in business combination $ 2,725,735 $ - Less: Accumulated depreciation ( 1,428,032 ) - Property and Equipment, net $ 1,297,703 $ - Depreciation expense for the years ended April 30, 2026 and 2025 was $ 305,603 and nil , respectively. The depreciation expense for the year ended April 30, 2026, represents depreciation recognized from the acquisition date of January 30, 2026, through April 30, 2026. F- 24 Note 13 : REVENUE The following represents the Company’s revenue segmented by geographic region for the years ended April 30, 2026 and 2025. SCHEDULE OF REVENUE SEGMENT REPORTING BY GEOGRAPHIC REGION Geographic Region For the year ended April 30, 2026 For the year ended April 30, 2025 Geographic Region For the year ended April 30, 2026 For the year ended April 30, 2025 Hong Kong $ 4,738,500 $ 5,340,909 United States of America 2,000,000 4,272,727 United Kingdom 1,500,000 3,204,546 Singapore 13,734,989 - Malaysia 1,333,800 - Taiwan 651,700 - Philippines 180,000 - Vietnam 888,300 - Brazil 780,000 - Total $ 25,807,289 $ 12,818,182 The following represents the Company’s revenue segmented by revenue stream for the years ended April 30, 2026 and 2025. SCHEDULE OF REVENUE BY STREAM Revenue Stream For the year ended April 30, 2026 For the year ended April 30, 2025 Royalty income $ 7,250,000 $ 12,818,182 Advertising 11,969,589 - AI services 6,587,700 - Total $ 25,807,289 $ 12,818,182 Note 14: BUSINESS COMBINATIONS Acquisition of Aberfeldy Holdings Limited On January 30, 2026, the Company completed the acquisition of 100 % of the outstanding shares of Aberfeldy Holdings Limited, the holding company that owns Rafael AI, a Malaysia-based provider of data-to-AI end-to-end solutions., for a consideration of $ 140.0 million. The following table summarizes the provisional purchase price allocation and fair value of the assets and liabilities acquired in this business acquisition: SCHEDULE OF PURCHASE CONSIDERATION PPA Amount Book net assets / pre-acquisition equity $ 6,520,762 Development costs 54,792,136 Customer relationships 41,990,714 Less: Deferred tax liabilities ( 21,624,181 ) Net identifiable assets 81,679,431 Goodwill 58,320,569 Purchase consideration $ 140,000,000 Included within the intangible assets was a provisional amount of $ 96.8 million of separately identifiable intangible assets, net comprising development costs and customer relationships, with the additional effect of a deferred tax liability of $ 21.6 million arising from book and tax basis differences generated upon the acquisition. F- 25 The provisional fair value of development costs identified amounted to $ 54.8 million and was estimated using the Multi-Period Excess Earnings Method. Significant assumptions included: (i) expectations for the profitability and future after-tax cash flows arising from the acquired business; (ii) an annual obsolescence factor of 14.3% per annum; (iii) an overall discount rate of 16.0% for the acquired business; and (iv) a risk premium of 0.5% of the development costs. Development costs are amortized over their expected useful economic life of five years. The fair value of customer relationships identified was a provisional amount of $ 42.0 million and was estimated using the Multi-Period Excess Earnings Method. Significant assumptions included: (i) expectations for the profitability and future after-tax cash flows arising from the follow-on revenue from customer relationships that existed on the acquisition date over their estimated lives; (ii) an overall discount rate of 16.0% for the acquired business; and (iii) a risk premium of 0.5% of the customer relationships. Customer relationships are being amortized over their expected useful economic life of five years. As of the date these consolidated financial statements are issued, the purchase accounting related to the acquisition is incomplete because the evaluation necessary to assess the fair values of certain intangible assets acquired is still in process. As such, the above balances may be adjusted in a future period as the valuation is finalized, and these adjustments may be material to the consolidated financial statements. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The goodwill recognized is primarily attributable to expected synergies from combining the operations of the Company and the acquired business, anticipated future growth opportunities, the assembled workforce, and other benefits that do not qualify for separate recognition as identifiable assets. Goodwill is not amortized and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of the applicable reporting unit is less than its carrying amount. Note 15: ACCRUED EXPENSES The following is a summary of accrued expenses as of April 30, 2026 and April 30, 2025, respectively. SCHEDULE OF ACCRUED EXPENSES As of April 30, 2026 As of April 30, 2025 Accrued salaries and benefits – management $ 1,015,000 $ 477,500 Accrued signing bonus 300,000 300,000 Accrued success fee 1,000,000 1,000,000 Amount due from bank - 2,488 Accrued directors’ fees 36,538 150,000 Accrued professional fees 849,339 498,143 Accrued salaries and benefits – employees 252,897 - Accrued utilities expenses 58 - Total $ 3,453,832 $ 2,428,131 Note 16: AMOUNT DUE FROM RELATED PARTY Nature of relationships with related party SCHEDULE OF AMOUNT DUE FROM RELATED PARTY Name Relationship with the Company Hongyu Zhou Shareholder and director of the Company Transaction with related party Name As of April 30, 2026 As of April 30, 2025 Amount due from related party Hongyu Zhou $ - $ 2,827,528 Amount due to related party Hongyu Zhou $ - $ 775,406 The amount due from related party as of April 30, 2025, represented amounts receivable from Mr. Zhou under a downside guarantee arrangement relating to the Company’s investment in Brightstar Technology Group Co., Ltd. Under the guarantee arrangement, Mr. Zhou was obligated to compensate the Company for any decline in the fair value of the investment below the guaranteed amount upon sale of the investment. Compensation arising under the guarantee arrangement was recognized as shares guarantee income. The Company recognized shares guarantee income of approximately $ 427,818 and $ 330,480 for the years ended April 30, 2026 and 2025, respectively. The Company recognized an impairment loss of approximately $ 2,582,505 related to the amount due from the director during the year ended April 30, 2026. As of April 30, 2026, no amount remained due from the related party. The amount due to related party as of April 30, 2025, represented expenses paid by Mr. Zhou on behalf of the Company. As of April 30, 2026, no amount remained due to the related party. Note 17: TAXATION A reconciliation between the Company’s actual provision for income taxes and the provision calculated under the Hong Kong and Malaysia statutory rate are as follows: Income/(Loss) Before Income Taxes Income/(loss) before income taxes was as follows: SCHEDULE OF INCOME LOSS BEFORE INCOME TAXES For the Year Ended For the Year Ended Description April 30, 2026 April 30, 202 5 United States $ ( 7,182,814 ) ( 2,302,780 ) Foreign ( 11,458,915 ) 8,948,000 Loss before income taxes $ ( 18,641,729 ) 6,645,220 F- 26 Provision for Income Taxes The components of the provision for income taxes were as follows: SCHEDULE OF COMPONENTS OF PROVISION FOR INCOME TAXES For the Year Ended April 30, 2026 For the Year Ended April 30, 2025 Current: U.S. federal and state $ - $ - Foreign - ( 2,011,773 ) Total current income tax expense - ( 2,011,773 ) Deferred: U.S. federal and state 1,081,209 - Foreign - - Total deferred income tax benefit 1,081,209 - Income tax benefit/(expense) $ 1,081,209 $ ( 2,011,773 ) During the year ended April 30, 2026, the Company reversed $ 3,283,634 of previously recorded income tax payable as a result of overprovison of tax payable. The reversal was recognized as other income and, accordingly, is included in loss before income taxes. Effective Income Tax Rate Reconciliation A reconciliation of the income tax benefit computed at the U.S. federal statutory income tax rate of 21 % to the Company’s actual income tax expense for the year ended April 30, 2026 is as follows: SCHEDULE OF EFFECTIVE RATE OF RECONCILIATION OF INCOME TAX BENEFIT Description Amount Rate Income tax benefit at U.S. federal statutory rate $ ( 3,774,439 ) 21.0 % Foreign tax effects 34,613 ( 0.2 )% Tax effect of losses for which no tax benefit was recognized 2,658,617 ( 22.7 )% Income tax benefit $ ( 1,081,209 ) ( 6.46 )% The Company’s effective income tax rate differed from the U.S. federal statutory income tax rate primarily because no tax benefit was recognized for losses incurred in certain jurisdictions and the Company’s Malaysian operations are subject to a statutory corporate income tax rate of 24 %. Uncertain Tax Positions As of April 30, 2026 and 2025, the Company had no material unrecognized tax benefits. The Company recognizes interest and penalties related to uncertain tax positions, if any, as a component of income tax expense. Note 18: SHAREHOLDERS’ EQUITY Common Stock Issuances The Company is authorized to issue 1,000,000,000 shares of common stock, par value $ 0.001 per share. On May 18, 2026, and August 17, 2026, the Company effected reverse stock splits of its common stock at ratios of 1-for-40 and 1-for-20 , respectively. The reverse stock splits did not change the par value of the Company’s common stock or the number of authorized shares. All share and per-share amounts presented in these consolidated financial statements and accompanying notes have been retrospectively adjusted to reflect the reverse stock splits for all periods presented, unless otherwise indicated. F- 27 After giving retrospective effect to the reverse stock splits, the Company had approximately 52,678 and 364 shares of common stock issued and outstanding as of April 30, 2026 and 2025, respectively. SCHEDULE OF RETROSPECTIVE EFFECT TO REVERSE STOCK SPLITS Transaction Split-Adjusted Shares Issued Proceeds Private placement 500 $ 4,600,000 At-the-market offerings 27,258 172,554,514 Exercise of warrants / other common stock issuances 59 368 Registered direct offering 19,228 14,773,528 Share allotment 5,269 5,774,550 Total 52,314 $ 197,702,960 The Company’s common stock outstanding reconciles as follows: SCHEDULE OF COMMON STOCK OUTSTANDING RECONCILES Shares Shares outstanding as of April 30, 2025, as retrospectively adjusted 364 Shares issued during the year ended April 30, 2026, as retrospectively adjusted 52,314 Shares outstanding as of April 30, 2026 52,678 At the time of the respective transactions and prior to giving effect to the subsequent reverse stock splits: ● the private placement consisted of 20,000,000 units at $ 0.23 per unit and generated gross proceeds of $ 4,600,000 ; ● the Company sold common stock pursuant to its at-the-market offering program and generated aggregate gross proceeds of approximately $ 172.6 million; ● the registered direct offering consisted of 15,382,378 shares at $ 1.02 per share and generated net proceeds of $ 14,773,528 ; and ● the Company issued 4,215,000 shares of common stock at $ 1.37 per share for proceeds of $ 5,774,550 . The historical share and per-share amounts in the preceding paragraph are presented on the basis applicable at the time of the respective transactions and have not been adjusted for subsequent reverse stock splits. Reverse Stock Split during the Year On October 27, 2025, the Company effected a 1-for-50 reverse stock split of its common stock. The reverse stock split reduced the number of issued and outstanding shares of common stock without changing the par value per share or the number of authorized shares. Fractional shares were treated in accordance with the terms of the applicable reverse stock split. All share and per-share amounts in these notes and the accompanying consolidated financial statements, unless otherwise indicated, have been retrospectively adjusted for this reverse stock split and for the reverse stock splits that occurred subsequent to the financial year end. (See Note 20, Subsequent Events. ) Note 19: CONTINGENCIES AND COMMITMENTS The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The outcomes of such proceedings cannot be predicted with certainty; however, the Company does not anticipate that the final outcome of any such matter will have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flow, taken as a whole. As of April 30, 2026, the Company is not a party to any material legal or administrative proceedings. F- 28 Note 20: SUBSEQUENT EVENTS On May 15, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company, as amended, with the Secretary of State of the State of Delaware, to effect a reverse stock split of the Common Stock at a ratio of 1-for-40 (the “May Reverse Split”), which became effective on May 18, 2026. Every forty shares of the Company’s issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in par value per share. No fractional shares were issued in connection with the May Reverse Split. Stockholders at the participant level of the Depository Trust Company who otherwise would have been entitled to a fraction of one share as a result of the May Reverse Split instead received one whole share of Common Stock in lieu of such fractional share. The May Reverse Split did not otherwise modify any rights or preferences of the Company’s Common Stock. The Common Stock began trading on a split-adjusted basis on the Nasdaq Capital Market at market open on May 18, 2026. On July 30, 2026, after the end of fiscal year 2026, the Company completed the acquisition of 97% of Hongkong Best Life Trade Co., Limited (“Best Life”), an international trading company, by paying $ 30 million in USDT toward the $ 50 million base purchase price, with the balance due within 90 days and earn-outs payable if Best Life achieves certain performance milestones. Best Life is a cross-border consumer-goods distribution and e-commerce business, leveraging direct brand sourcing, import expertise, bonded warehousing, platform operations, offline retail access, and select private-label development to sell Japanese and other international consumer products across China and other overseas markets. It has in place business relationships with prominent brand owners and manufacturers upstream and with e-commerce platforms, supermarkets, specialty retailers, and online resellers downstream. While Best Life historically has focused on Asia, it has recently launched an international expansion program to the UK, the U.S., Canada, and New Zealand. On August 15, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to effect a reverse stock split of the Common Stock at a ratio of 1-for-20 (the “August Reverse Split”), which became effective on August 17, 2026. Every twenty shares of the Company’s issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in par value per share. No fractional shares were issued in connection with the August Reverse Split. Stockholders at the participant level of the Depository Trust Company who would have otherwise been entitled to a fraction of one share as a result of the August Reverse Split instead received one whole share of Common Stock in lieu of such fractional share. The August Reverse Split did not otherwise modify any rights or preferences of the Company’s Common Stock. The Common Stock began trading on a split-adjusted basis on the Nasdaq Capital Market at market open on August 17, 2026. F- 29 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.