NASDAQ: MWYN
Marwynn Holdings, Inc.CIK 0002030522 · Wholesale-Groceries, General Line
Marwynn Holdings, Inc., or “Marwynn,” was incorporated on February 27, 2024 in Nevada, as a holding company and operates in two business segments to provide food and beverage supply chain and brand management services, and indoor home improvement products to dealers and retail customers. About this business →
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About Marwynn Holdings, Inc.
Source: Item 1 (Business) from the 10-K filed August 8, 2025. Description as filed by the company with the SEC.
Item 1. Business.
BUSINESS
Overview
Marwynn Holdings, Inc., or “Marwynn,” was incorporated
on February 27, 2024 in Nevada, as a holding company and operates in two business segments to provide food and beverage supply chain
and brand management services, and indoor home improvement products to dealers and retail customers.
Our Services and Products
Food and Beverage Supply Chain and Brand Management Solutions
FuAn is a food and beverage supply chain company that specializes in
connecting businesses between different regions, particularly between Asia and the U.S. Currently, FuAn’s comprehensive supply
chain services include the sourcing of Asian food, snacks, and non-alcoholic beverages, and distributing the branded goods to mainstream
markets, grocery stores and wholesale/warehouse clubs in the U.S. In addition, FuAn provides supply chain consulting, and market
expansion support for businesses. With our current focus on sourcing Asian foods and beverages, FuAn aims at becoming a leading importer
and distributor of premium Asian foods and beverages to the U.S. markets.
Our supply chain platform specializes in facilitating wholesale (Business-to-Business,
“B2B”) with a strong focus on food and non-alcoholic beverage products, particularly Asian food and beverages. By connecting
businesses in Asia with those in the U.S. through our wholesale channels, we enhance market reach and streamline the purchasing process.
Our supply chain platform enables businesses to easily source products, negotiate deals, and finalize transactions. Leveraging our extensive
network and expertise in international trade, we offer seamless and cost-effective supply chain solutions for businesses looking to expand
their operations and product offerings.
Read full description ↓
Typical Flow of our Supply Chain Platform
● Client Onboarding:
● We begin with an initial consultation with our business customers
to understand their needs, followed by account setup on our internal system. Our website, http://www.fuanus.com, also provides
detailed product information.
● Product Sourcing:
● Businesses browse our product catalog to select bulk products,
while we verify suppliers to ensure quality.
● We offer a wide variety of Asian food and non-alcoholic beverage
products, including specialty items that cater to specific culinary traditions and dietary preferences. Our product catalog includes
items such as Asian sauces, seasoning, snacks, ice-creams, as well as pre-cooked food, and beverages.
● Our sourcing process involves partnering with reputable suppliers
across Asia to ensure high-quality and authentic products. We conduct thorough supplier verification and quality checks to maintain our
standards.
1
● Negotiation and Ordering:
● Businesses request quotations and negotiate terms, prices,
and delivery schedules, then place bulk orders through our platform.
● Wholesalers benefit from our ability to facilitate bulk purchases,
which can reduce costs and streamline the supply chain.
● Our supply chain platform allows wholesalers to easily source
large quantities of products, negotiate favorable terms, and manage their inventory efficiently.
● Logistics Coordination; Custom and Compliance; Distribution:
● We coordinate with logistics providers to arrange transportation.
We offer comprehensive logistics and distribution services to ensure timely and reliable delivery of products to wholesalers.
● We manage the complexities of international trade by handling
all customs clearance and regulatory compliance. Our team is experienced in navigating the specific requirements for importing food and
beverage products, particularly for the U.S. market.
● We stay up-to-date with changes in import regulations and
food safety standards to maintain compliance and avoid disruptions.
● FuAn has established a robust distribution network that covers
major markets in the U.S., including mainstream grocery stores, specialty Asian markets, and foodservice distributors.
● We handle both ambient and temperature-controlled logistics
to preserve the quality and freshness of perishable goods.
● Post-Delivery Support:
● We offer quality assurance and post-delivery support with
bulk orders. Post-delivery support includes assistance with product issues, returns, and ensuring customer satisfaction.
Our comprehensive approach and deep industry expertise make us a trusted
partner for businesses looking to stand out in the competitive food and beverage industry. In addition to our comprehensive B2B services,
we provide specific services to clients who may only require certain aspects of our expertise, for example:
● Logistics and Distribution Services. We also offer
logistics services for businesses. We provide customized and efficient transportation and distribution solutions to move goods between
different regions.
● Supply Chain Consulting. We provide expert advice
and strategies to optimize supply chain processes for businesses. We work closely with clients to refine supply chain processes, improve
efficiency, and achieve cost savings through assessments and customized solutions.
● Brand Management Solutions: Our brand management solutions
include helping clients develop their brand marketing strategy, promotional planning and tracking, product placement and document processing.
We help clients review and evaluate sales and assist in decision making.
● Warehousing Solutions. We manage storage and distribution
facilities to support the flow of goods within the supply chain network. These services include inventory management, security and protection
for goods.
● Cross-Border Trade Facilitation. We help to simplify
the complexities of importing and exporting goods across international borders. Our services include customs clearance, regulatory compliance,
and the seamless movement of goods.
● Technology Integration Services. We integrate advanced
technologies into supply chain operations to enhance efficiency and visibility. Our services offer real-time tracking of shipments, data
analytics for informed decision-making, and automated processes for time savings.
2
Our Products
We purchase, distribute and sell a wide range of food and non-alcoholic
beverages through our supply chain platform. We offer the following categories of food and beverage products currently sourced from Asian
countries:
Product Category
Products
Brands
Frozen Food
Lychee Ice Cream Bar
White Rabbit Ice Cream
Japanese Kabayaki Eel Fried Rice
Thai Crispy Prawns with Spicy Sauce
Thai Garlic Basil Shrimp with Rice
Shanghai Scallion Pancakes
Buttered Flaky Pancakes
FuAn Food
White Rabbit (licensed)
FuAn Food
FuAn Food
YunWei (licensed)
YunWei (licensed)
YunWei (licensed)
Dry Groceries
Shallot Chili Sauce
Daisho
Mapo Tofu
FuAn Food
Daisho (licensed)
FuAn Food
Snacks
Cheese Puffs
Roasted Kinako Mochi Puffs
Salty Butter + Camembert Cheese Cookie
Peanut Butter Biscuits Tempeh Chips
Pasco (licensed)
Pasco (licensed)
Toyoshima (licensed)
Toyoshima (licensed)
Non-Alcoholic Beverages
Calamansi Drink
Dongbei DaBan (licensed)
Our Customers
Our customers at FuAn are primarily wholesalers in the food and beverage
industry who rely on our expertise to source premium Asian products and/or to manage their supply chains efficiently. These customers
depend on us to provide a consistent supply of high-quality food products, particularly those sourced from Asia and distributed to markets
in the U.S. We provide services for wholesalers looking for seamless logistics solutions, ensuring timely delivery and adherence
to regulatory requirements. Wholesalers benefit from our extensive network, advanced technology, and reliable inventory management.
For the year ended April 30, 2025, no customer accounted for more than
10% of the Company’s total sales. For the year ended 2024, one customer accounted for approximately 19% of the Company’s
total sales, respectively. As of April 30, 2025, three customers accounted for 63%, 54% and 10% of the Company’s total outstanding
accounts receivable balance, respectively. As of April 30, 2024, two customers accounted for 52% and 31% of the Company’s total
outstanding accounts receivable balance, respectively.
Our Industry
The information presented in this section has been derived from
either an industry report, dated August 2024, commissioned by us and prepared by Frost & Sullivan, an independent research
firm, regarding our industry, or from publicly available secondary data online sources. The following discussion contains projections
for future growth, which may not occur at the rates that are projected or at all.
Definition and Classification of Food and Beverage Products
● Food and Beverage Products refer to all edible and
drinkable products that are consumed by humans for nutritional, enjoyment, or hydration purposes. These products can be raw, processed,
or prepared and are essential for human survival and well-being. Food and Beverage Products encompass a wide range of items, including
staple foods, snacks, meals, drinks, and ingredients used in cooking and food preparation. Food and Beverage can be categorized into
packaged and unpackaged products.
● Packaged food refers to food products that are prepared,
processed, and packaged in a way that allows them to be stored for an extended period and sold to consumers in a ready-to-eat or ready-to-cook
form. These products are typically packaged in various materials such as plastic, paper, metal, or glass containers, and often have labels
providing information about ingredients, nutritional content, and expiration dates. Examples of packaged foods include: (i) snacks
and confectionery; (ii) dairy products; (iii) frozen meals and ready-to-eat dishes; (iv) canned and preserved fruits,
vegetables, and meats; (v) breakfast cereals and cereal bars; (vi) sauces, dressings, and condiments; (vii) beverages;
and (viii) others. The packaged non-alcoholic drinks include ready-to-drink teas, energy drinks, carbonated soft drinks, water,
sport drinks, juice and ready-to-drink coffee.
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● Unpackaged food, also known as fresh or whole food,
refers to food products that are sold to consumers in their raw or minimally processed form without extensive packaging. These foods
are typically sold loose or in bulk and have a shorter shelf life compared to packaged foods. Examples of non-packaged foods include:
(i) fresh fruits and vegetables; (ii) raw meat, poultry, and fish; (iii) eggs; (iv) unpackaged baked goods (e.g.,
bread from a bakery); (v) bulk grains, cereals, and legumes; (vi) fresh herbs and spices; (vii) unpackaged dairy products;
and (viii) others.
Market Size of Packaged Food and Non-alcoholic Beverage Supply Chain
and Brand Management
Based on the industry report by Frost & Sullivan, the global
market for packaged food and non-alcoholic beverage supply chain and brand management solutions has been growing steadily in recent years,
driven by the increasing complexity of supply chains, the need for efficiency and transparency, and the importance of brand differentiation
in a competitive market. The market size by revenue generated by companies providing supply chain management, brand management, and supply
chain finance solutions to the packaged food and non-alcoholic beverage industry has increased from $124.6 billion in 2019 to $149.3 billion
in 2023, representing a CAGR of approximately 4.6%.
In the longer term, the market is forecast to reach $207.3 billion
by 2028, with a CAGR of 6.6% from 2024 to 2028, supported by the continued evolution of consumer preferences, the increasing importance
of data analytics and artificial intelligence in supply chain optimization, and the growing focus on brand authenticity and customer engagement.
Source: Frost & Sullivan
Market Size of Packaged Food and Non-Alcoholic Drinks in the U.S.
Based on the industry report by Frost & Sullivan, the packaged
food and non-alcoholic drink market in the United States has experienced steady growth in recent years, driven by factors such
as changing consumer preferences, increasing disposable income, and the demand for convenient and on-the-go food options. The market has
expanded from $414.0 billion in 2019, and reached an estimated $574.4 billion in 2023, representing a compound annual growth
rate (CAGR) of approximately 8.5% between 2019 and 2023, attributed to the ongoing shifts in consumer behavior, such as the increasing
preference for healthier and functional food options, the rise of e-commerce and online grocery shopping, and the demand for premium and
specialty products.
Looking forward, the U.S. packaged food and non-alcoholic drink
market is projected to reach $815.5 billion in 2028, representing a CAGR of approximately 8% during 2024 to 2028 owing to continued
innovation in product offerings, the growing influence of social media and food culture, and the increasing demand for sustainable and
ethically sourced products.
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Source: Frost & Sullivan
Market Drivers
● Growing purchasing power of consumers in the U.S. The
significant growth of purchasing power in the U.S., is driving the demand for a wider range of authentic and innovative food and beverage
products. Particularly, during 2019 to 2023, the food and alcohol expenditures in the U.S. has increased from $2,142.9 billion
to $2,919.2 billion, representing a CAGR of approximately 8.0%. Besides, the import value of food and beverage in the U.S. has
also increased significantly from $140.4 billion to $189.2 billion, representing a CAGR of approximately 7.7%. As the U.S. economy
continues to recover and grow, many consumers, particularly millennials, Gen Z, and affluent ethnic groups such as Asian-Americans, are
increasingly willing to spend more on high-quality, premium food and beverage products that align with their values and preferences.
To capitalize on this trend, companies must develop targeted marketing and branding strategies, optimize their operations, and source
the best ingredients, often in collaboration with food and beverage supply chain and brand management solution providers.
● Increasing trade between the U.S. and Asia Pacific
Countries. Globalization and the increasing trade between the United States and Asia-Pacific countries have emerged as a significant
market driver for the food and beverage industry, creating new opportunities for companies to expand their sourcing and distribution
networks and tap into the growing demand for authentic and high-quality Asian products. From 2019 to 2023, the import value of goods
from the Asia-Pacific Economic Cooperation has increased from US$1,706.6 billion to $2,085.6, representing a CAGR of approximately
5.1% during the period. food and beverage companies that can effectively navigate the complexities of international trade and logistics,
while also leveraging the expertise of supply chain and brand management solution providers, are well-positioned to capitalize on this
trend.
● Increasing consumer demand for variety, convenience, and
unique product offerings. Over time, consumers of food and beverage are becoming more diverse and discerning in their tastes, they
are seeking out food and beverage products that offer new and exciting flavors, as well as convenient packaging and other value-added
features that fit their busy lifestyles. Companies that can effectively identify and respond to these trends, such as by offering a wide
range of authentic and high-quality products, are likely to gain a competitive edge in the market. To meet this growing demand, both
food and beverage suppliers and retailers must leverage the expertise of supply chain and brand management solution providers, who can
help them optimize their operations, streamline their distribution networks, and develop compelling brand narratives that resonate with
their target audiences. By partnering with trusted solution providers, food and beverage suppliers and retailers can position themselves
for success in an increasingly dynamic and competitive industry, where the ability to meet the ever-changing needs and preferences of
consumers is critical to long-term growth and profitability.
● Growing demand for brand management from third party service
providers. The growing demand for brand management from third-party service providers is a significant market driver in the food
and beverage industry, as suppliers increasingly recognize the value of outsourcing this critical function to specialized experts. These
service providers offer a wide range of brand management solutions, from market research and strategy development to creative design
and digital marketing, enabling food and beverage companies to focus on their core competencies while still achieving their branding
goals. By leveraging the expertise and resources of these service providers, food suppliers can gain access to cutting-edge technologies,
data-driven insights, and best practices from across the industry, helping them to stay ahead of the curve and respond quickly to changing
market conditions. As the food and beverage industry continues to evolve and become more complex, the demand for brand management from
third-party service providers is expected to grow.
5
● Surging Demand for Organic, Natural, and Minimally Processed
Food Products. The demand for organic, natural, and minimally processed food products is surging among health-conscious and environmentally-aware
consumers, who are less sensitive to price. The organic trend in the food and beverage industry has led to organic products becoming
a mainstream category. Furthermore, the growing preference for healthy foods made with natural, low-calorie, low-fat ingredients, and
free from artificial additives, GMOs, and sugar is driving the growth of the packaged food industry in the U.S. Packaged food products
like rice, pasta, noodles, snacks, and canned goods have long shelf lives, allowing consumers to stockpile them, which is boosting their
sales. Product innovation, the launch of new flavors from private label brands, and a shift from generic to premium options like gluten-free
and organic products are all contributing to increased consumption of packaged foods in the U.S., thereby driving packaged food and non-alcoholic
beverage supply chain and brand management solutions in the U.S.
● Popularity of Low/Zero Calorie and Sugar-free Carbonated
Drinks. Carbonated beverages have become a widely popular and lucrative drink option for consumers in the United States. These
fizzy, non-alcoholic drinks come in a variety of flavors such as cola, lemon, and orange, appealing to people across all age groups.
In recent years, a growing emphasis on health and wellness among consumers has led to increased demand for low-calorie and sugar-free
carbonated beverages. To adapt to these evolving consumer preferences, companies in the carbonated soft drink industry have expanded
their product portfolios and launched new offerings. For instance, in April 2022, The Coca-Cola Company, a major manufacturer of
carbonated beverages, introduced a limited-edition Coca-Cola Zero Sugar Byte product. The rising trend in low/zero calorie and sugar-free
carbonated drinks is expected to contribute to the growth in consumption of non-alcoholic drinks in the U.S.
Market Trends
● Adoption of digital technologies and data analytics in
supply chain management. Technologies such as artificial intelligence (AI), Internet of Things (IoT), and blockchain enable supply
chain management companies to collect, analyze, and act on vast amounts of data from across their supply chain networks, providing real-time
visibility into inventory levels, transportation routes, and customer demand patterns. By leveraging these insights, suppler chain management
companies can make more informed decisions about production, distribution, and marketing, while also identifying opportunities for process
improvements and cost savings. Additionally, the use of data analytics in supply chain management enables companies to better predict
and respond to potential disruptions, such as weather events or supplier failures, minimizing the impact on their operations and customers.
● Growing Focus on Sustainability and Social Responsibility
in the Supply Chain. As consumers become more aware of the environmental and social impacts of their purchasing decisions, they are
increasingly seeking out food and beverage products that are sourced and produced in a sustainable and ethical manner. This trend is
driving the adoption of eco-friendly practices, such as the use of renewable energy, sustainable packaging materials, and waste reduction
initiatives, as well as the implementation of fair labor practices and community engagement programs throughout the supply chain. Companies
that can effectively navigate the complexities of building sustainable and socially responsible supply chains, while also leveraging
the expertise of supply chain management solutions providers with strong networks in Asia, are well-positioned to capitalize on this
trend. By partnering with these providers to ensure that their products are sourced from suppliers who adhere to strict environmental
and social standards, food and beverage companies can not only meet the evolving expectations of their customers but also build stronger,
more resilient supply chain networks that are better positioned to withstand future challenges and disruptions.
● Globalization and Ethnic Cuisine Exploration of Food and
Beverage. The trend of globalization and ethnic cuisine exploration is reshaping the food and beverage industry and presents a significant
opportunity for companies that specialize in sourcing and distributing products from Asia to North America, as they can leverage their
expertise in international trade and logistics to help food and beverage brands bring authentic and innovative products to consumers.
However, navigating the complexities of international trade and regulation can be a challenge, particularly for companies that are new
to the Asia-North America trade corridor. By working with strategic partners that have extensive experience in sourcing and distributing
products from Asia, as well as in navigating the regulatory and cultural landscape of different countries, food and beverage companies
can minimize their risk and accelerate their time to market.
6
Competition
The global food and beverage supply chain and brand management solutions
market is relatively fragmented and highly competitive. There are three main competitors in our Asian food and non-alcoholic market (Royal
Asia (Tai Foong USA, Inc.), Bibigo (Schwan’s Consumer Brands, Inc.) and Anjinomoto Co., Inc.). These companies are well established,
better recognized and more experienced in operating multiple distribution locations and expanding management, and have greater marketing
and financial resources than we do.
Indoor Home Improvement Solutions
Grand Forest is an indoor home improvement supply chain provider that
focuses on providing high-quality kitchen cabinets, flooring, and home improvement products sourced from international suppliers. Grand
Forest strives to bring affordable luxury with both aesthetic and practicality to the living space. We focus on sourcing high-quality
products from reliable overseas suppliers and distributing them to customers across the U.S. We prioritize customer satisfaction
and aim to provide exceptional products and services to enhance the homes of our customers.
Currently we offer a range of cabinets that are tailored for various
spaces, including kitchens, bathrooms, and living areas. In addition, we specialize in offering a wide range of flooring, kitchen sinks,
and countertop options that cater to diverse design preferences and functional needs. Our product catalog includes various styles and
finishes, helping customers find the perfect match for their home improvement projects. In addition, Grand Forest provides various value-added
services to customers, including free consultation, free 3D design for cabinet remodeling with measurement estimates, and free installation
support, to ensure clients get the most out of our products.
We currently offer our services through a physical store located in
Union City, California, which features showrooms to display our diverse product offerings. Our product catalog is also available on our
website www.grandforestcabinets.com. By partnering with reputable suppliers and sourcing high-quality materials, we are committed
to providing products that meet high standards of quality and durability, delivering consistent quality and reliable inventory.
In addition to our core offerings, we collaborate closely with selected
customers to provide education on product selections, installations and technical support. We also hold seminars to keep clients up-to-date
on design ideas and color schemes. For customers seeking bespoke solutions, we offer tailored home improvement solutions to meet individual
preferences and requirements.
7
Our Products
We purchase, distribute and sell a wide range of indoor home improvement
products through our showroom and our website. We offer the following categories of indoor home improvement products currently all sourced
from Vietnam:
Product Category
Products
Brands
Cabinets
Artic White Cabinet
Grand Forest
Cabinets
Creme White Cabinet
Grand Forest
Countertops
Quartz Bianco Carrara 26”x110”, 3 Sides Edge Finished
Grand Forest
Countertops
Quartz Nordic Gray 26”x110”, 3 Sides Edge Finished
Grand Forest
Kitchen Sinks
Brushed Stainless Steel Undermount Sink 16G. Overall Size: 32”x19”x10”, Bowl Size: 30”x17”x10”
Grand Forest
Kitchen Sinks
Brushed Stainless Steel Undermount Single Bowl Stackable Ledge Sink 16G. Overall Size: 30”x19”x10”, Bowl Size: 28”x15-1/4”x10”
Grand Forest
Flooring
Waterproof Wood Fiber Floor
Grand Forest
Other Materials
Under Counter Rectangle Ceramic Basin
Grand Forest
Other Materials
CROWN MOLDING 3”x96”
Grand Forest
Other Materials
Engineered Marble Calacatta Oro Shower wall, 36”x84” Right Wall
Grand Forest
We import our raw materials and home improvement products from suppliers
overseas. Cabinets that are purchased from our suppliers overseas are prefabricated boards and ready-to-assemble. Such cabinets are cheaper
than pre-assembled cabinets because of savings on shipping and storage and related labor costs, and are less likely to be damaged during
transit. In addition, ready-to-assemble cabinets are flexible and can be adjusted to fit any kitchen size and configuration. The majority
of our customers purchase these cabinets as prefabricated boards without assembly, which is consistent with the preference for bulk purchases.
However, for customers who request it, we provide assembly services tailored to the client’s unique dimensions. When assembly is
provided, it is performed by our employees as part of their daily job duties, at no additional cost to the customer. Assembly services
are included within our home improvement product offerings and are not charged separately. Sales of indoor home improvement products and
any associated assembly services are not distinct; they represent combined inputs to achieve the final product delivery to the customer.
Accordingly, sales of these products and assembly services are identified as a single performance obligation.
Our Customers
At Grand Forest, our customers include homeowners, interior designers,
and dealers who seek premium home improvement products. Homeowners turn to us for high-quality cabinets, countertops, kitchen sinks, flooring,
and other materials that combine both style and durability for their renovation projects. Interior designers value our wide range of products
that cater to diverse design preferences, which helps bring their creative visions to reality. Dealers choose us for our competitive pricing,
exceptional customer service, and reliable supply chain, which help them provide top-notch products to their own customers.
Our Industry
The information presented in this section has been derived from
either an industry report, dated June, 2024, commissioned by us and prepared by Frost & Sullivan, an independent research firm,
regarding our industry, or from publicly available secondary data online sources. The following discussion contains projections for future
growth, which may not occur at the rates that are projected or at all.
Definition and Classification of Home Improvement Products
● Home improvement works generally include stone and
marble works, carpentry and joinery works, floor carpeting, decorative lighting suspended ceilings, plastering works, E&M works,
steel and metal works, installation of sanitary fittings and wares, fittings, fixture and equipment, glazing works, painting works, wall
papering, as well as other associated works.
● Home improvement materials include kitchen cabinets,
floorings and other fixtures and furniture.
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Market Size of Home Improvement in U.S.
Based on the industry report by Frost & Sullivan, the U.S. home
improvement industry has seen growth in recent years, from $314.6 billion in 2019 to $365.2 billion, driven by low interest
rates and increased time spent at home from 2019 to 2023. Surging demand for better and more convenient amenities among interior designers,
homeowners, and builders will drive increased demand for home improvement materials across the U.S. Additionally, the rising number
of private rental properties in the U.S. has significantly supported innovations and new/improved techniques for home improvement
activities. Approximately 65% of people under 35 years old in the country live in rented houses, sustaining the growth of the home
improvement market.
Growing popularity of do-it-yourself projects and shifting preference
toward eco-friendly and energy-efficient projects with advanced features has also translated into the market growth opportunities for
the home improvement industry in the U.S. Rapidly growing ecommerce opportunities enable wholesalers or manufacturers to offer numerous
options for home improvement products or materials to customers at an affordable cost. The home improvement market in the U.S. is
forecasted to reach $446.0 billion in 2028, at a CAGR of 4.1% from 2024 to 2028.
Source: Frost & Sullivan
Market Drivers
● Shortened procurement cycle and reduced costs. By shortening
the procurement cycle and reducing costs, both buyers and sellers benefit from higher profits and lower prices. In the traditional offline
sales channel, the transaction cycle includes inquiry, quotation, order, production, transportation, chartering and booking, customs
clearance and product inspection, foreign exchange collection, settlement, and write-off. And the whole process is completed by different
trading companies which not only involves a wide range of cumbersome procedures but also increases the financial costs for enterprises.
The sales process is often monopolized by importers and distributors of goods, further weakening the bargaining power of manufacturers
and reducing profits. Home improvement supply chain management solutions providers integrate the distribution channels and directly source
the products from manufacturers to retailers and end customers. Accordingly, the turnaround time and circulation layers are reduced,
thereby reducing the cost of goods, the savings in intermediate costs may allow consumers to capture more benefits, and enterprises to
reallocate resources for product development and marketing purposes.
● Surging Demand for kitchen Improvement & Additions.
The kitchen improvement and additions segment is expected to experience rapid growth in the near future driven in part by the increasing
adoption of smart kitchens due to their energy-efficient and water-efficient features such as motion-sensing water faucets and lights,
auto-dispensing washing liquid, and Bluetooth or Wi-Fi-enabled appliances. Additionally, the surging popularity of attractive colors
and designs in cabinet structures, along with increased storage capacity and fire-proof cooking countertops, may help stimulate the overall
home improvement market and the demand for Home Improvement Supply Chain Management Solutions.
● Increasing demand for localization and specialization of
supply chain management services. Home improvement supply chain management solutions providers are continually experimenting with
marketing strategies on various distribution channels to gain greater reach, conversion, and subsequent repurchase for consumers. In
particular, they leverage their industry knowledge and relationships to navigate the complexities of the supply chain, and provide specialized
services or value-added activities that manufacturers or retailers may not have the capability or resources to handle internally. In
the future, it is expected that specialized supply chain management solutions providers will continue to reinvent and adjust their services
to diverse distribution channels and local markets. Supply chain management solutions also have deep knowledge and connections within
their local markets, allowing them to better understand customer preferences and trends. They can leverage these local insights to source
and supply specialized products that cater to the specific needs of their regional customer base.
9
Market Trends
● Accelerating digitalization to reduce costs and increase
efficiency. Enterprise resource planning (“ERP”) systems and software as a service (“SaaS”) services are
increasingly used to save manpower and material resources, increase the efficiency of supply chain operations, and reduce development
costs. Through one-stop operation management solutions, such as the more mature ERP system and SaaS services, enterprises can integrate
operation process data through regular data reports, sales and inventory management, intelligent replenishment, etc., thereby reducing
communication costs. Through frequent data reporting, sales and inventory management, and intelligent replenishment, businesses may be
able to integrate operational data, save on communication costs, increase internal data transparency, and realize cost savings and efficiencies.
● The surge of home improvement and DIY projects. The
home improvement and DIY (do-it-yourself) sector has experienced a notable surge in popularity, particularly within the U.S. This
trend has been driven by several factors, including the impact of the COVID-19 pandemic, the rise of remote work, and a growing consumer
demand for more functional and enjoyable living spaces. The primary motivations behind DIY projects are maintenance, repairs, a sense
of accomplishment, and potential cost savings — all of which are underpinned by increased personal satisfaction and financial
prudence. On the other hand, social media platforms, such as YouTube and Instagram, have emerged as dominant sources of DIY inspiration
and guidance. Traditional channels, like observing renovations done at friends’ and family members’ homes, as well as home
improvement television shows, also continue to play a significant role in shaping consumer trends and preferences. The rising trend of
DIY projects presents opportunities for suppliers and retailers to optimize their supply chain management and cater to the evolving needs
of this dynamic market.
● Rapid adoption of integrated home control systems. The
rapid adoption of integrated home control systems by homeowners is a significant trend that can positively impact the home improvement
supply chain management. These advanced systems provide a centralized, user-friendly platform that combines and streamlines various home
functionalities, including lighting, audio, video, security, HVAC, and access control. The interconnectivity of these home control systems
facilitates the integration of various home improvement products, such as smart lighting, security systems, and HVAC components. Home
improvement supply chain management solutions providers could optimize their product offerings and ensure compatibility, making it easier
for homeowners to select and install complementary home improvement solutions.
Competition
The global home improvement supply chain industry is also characterized
by relative fragmentation with a large number of participants. Among them, large integrated distributors often have extensive global sourcing
channels and resource integration capabilities, and are able to provide customers with one-stop design, rich product portfolio, sourcing,
logistics and other all-round services, and thus are able to demonstrate a strong market position in the global market. Distribution companies
that specialize in specific market segments, such as high-end furniture and soft furnishings, typically possess extensive industry resources
and are capable of offering specialized sourcing and customization services to accommodate the unique requirements of each client. In
general, the market is adapting to the increasing demand of consumers, and industry participants will prioritize the development of diverse
sales channels, the maintenance of more customer relationships, and the implementation of innovative service models.
There are several competitors in our indoor home improvement supply
chain market including well-known retailers such as The Home Depot and Lowe’s. These companies are well established, more recognized
and benefit from strong brand identities, extensive distribution networks, and significant financial resources. Their larger scale of
operations allows them to negotiate better terms with suppliers, maintain competitive pricing, and offer a comprehensive range of products,
making them the preferred choice for many customers. Competing against such established companies presents challenges in terms of customer
acquisition, pricing strategies, and product differentiation. To effectively compete, we intend to enhance our brand recognition, expand
our product range, and invest in building a robust distribution network. Additionally, developing loyalty programs and innovating in customer
service will be crucial in attracting and retaining customers, allowing us to improve our market position.
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Our Strength
● Established International Presence and Network in Food
and Non-Alcoholic Beverages. We have established a strong network of strategic relationships in the United States and throughout
Asia. This international network consisting of manufacturers, suppliers, distributors, import/export brokers allows us to source, ship
and distribute a variety of food and non-alcoholic beverage products from Asia to the United States and vice versa. In the United States,
we are an authorized vendor to Costco Wholesale Corporation (“Costco”), Walmart Marketplace, and United Natural Foods, Inc.
(“UNFI”), and through our sales network, we are able to introduce more international food and non-alcoholic beverage products
to the United States. At the same time, we also source a variety of food and non-alcoholic beverage products in the United States
for sale to customers in Asian countries. As a result of our experience in shipping goods from Asia to the United States and vice
versa, we have established a strong logistic and supply chain management operation. This allows us to share our expertise to our client
in terms of cost savings.
● Expandable Distribution Network for Food and Non-Alcoholic
Beverages Reaching Customers Nationwide and Long-Standing Relationships with Retail Partners. We offer high-quality products sourced
from reliable suppliers overseas. We partner with Lineage Logistics, LLC, one of the largest cold food storage and logistics companies,
with over 450 warehouse locations internationally. Our expandable distribution network allows us to reach customers nationwide. Additionally,
we maintain strong relationships with our retail partners, with the average relationship length being approximately three (3) years
across our top partners, which includes wholesalers, warehouse clubs and retailers such as Costco, Walmart Marketplace, and UNFI.
● Industry-Leading Expertise in Supply Chain and Home Improvement
Industry. Our executive management team brings industry-leading expertise in operations, supply chain management and home improvement,
each with approximately 20 years of experience. Their deep understanding of efficient logistics, distribution solutions, and indoor
remodeling guides our success and positions us as a future leader in the industry. We also work with independent third-party customs,
freight and sales brokers who have vast experience in supply chain management.
● Robust Brand Reputation. We have a robust brand reputation
for quality and reliability, demonstrated by our long-standing relationships with top market share retailers and consistent customer
referrals.
● Expanding Omnichannel Business Positioned for Online Growth.
We believe we are well-positioned to benefit from the fast-growing e-commerce channel. We believe our online platforms allow us to
reach a broader customer base and enhance our distribution capabilities, compared to traditional supply chain management and home improvement
solutions. Grand Forest has also partnered with MegHomePlus, an online home improvement wholesaler to help build our online sales capabilities.
We are developing an online supply chain management platform that will combine our food and non-alcoholic beverages, supply chain and
home improvement platforms into a single online interface.
Our Growth Strategy
Our goal is to continue to grow our business by increasing the scale
of our current operations and expanding into new services and locations. We intend to pursue the following strategies to achieve this
goal:
Food and Beverage Supply Chain and Brand Management
● Expand our network of suppliers in Asia to increase product
variety and availability.
● Develop our digital platform for seamless communication and
transactions with clients and suppliers.
● Increase marketing efforts to promote our services to a wider
audience.
● Implement sustainability practices in our supply chain to
attract environmentally conscious clients.
● Expand our presence in the U.S. market by establishing
additional warehouse locations.
● Offer additional value-added services to maintain customer
loyalty.
● Diversify our product offerings by exploring new market trends
and consumer demands.
● Strengthen partnerships with existing clients and suppliers
through regular communication and feedback.
● Extend our reach to other international markets beyond Asia
and the U.S.
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Indoor Home Improvement Solutions
● Expand distribution networks throughout California and the
U.S. and introduce a new product line of kitchen cabinets made from sustainable materials such as bamboo.
● Launch an online store to reach a wider customer base and
open flagship showrooms in several major metropolitan areas.
● Launch a loyalty program for repeat customers and implement
a customer referral program for successful referrals.
● Increase brand awareness through strategic partnerships and
develop a mobile app for easy product browsing and ordering.
● Expand our product lines and identify additional international
suppliers to provide a greater variety of home improvements products.
● Offer a smart home automation system that integrates with
kitchen cabinets and flooring to create a futuristic living environment.
Our Intellectual Property
Intellectual property rights are important to the success of our business,
especially the indoor home improvement solutions segment. We rely on a combination of trademarks, and trade secret laws in the United States
and other jurisdictions, as well as license agreements, confidentiality procedures, non-disclosure agreements with third parties, and
other contractual protections, to protect our intellectual property rights.
As of July 25, 2024, we had one registered trademark for FuAn
in the United States and three trademark applications pending in the United States Patent and Trademark Office. We currently
do not own any patents.
Unauthorized parties may attempt to infringe our intellectual property
rights through unauthorized use, misappropriation or other means to undermine our business. Monitoring unauthorized use of our intellectual
property is practically challenging and could be costly, and we cannot be certain that the steps we have taken will prevent unauthorized
use or misappropriation of our intellectual property, including but not limited to our trademarks, logos, or designs. From time to time,
we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion
of our resources.
We own the domain name for our websites www.marwynnholdings.com,
www.fuanus.com and www.grandforestcabinets.com.
Our Corporate Information
Our principal executive office is located at c/o Marwynn Holdings,
Inc., 12 Chrysler Unit C, Irvine, CA 92618. The telephone number of our principal executive office is 949-706-9966.
Implications of Being an Emerging Growth Company
In addition, Section 107 of the JOBS Act also provides that an
emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain
accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of
this extended transition period.
We will remain an emerging growth company until the earlier of (1) the
last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total
annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means
the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the
date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References
herein to emerging growth company will have the meaning associated with it in the JOBS Act.
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Implications of Being a Smaller Reporting Company
Additionally, we are a “smaller reporting company” as defined
in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company
until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds
$250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million
during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million
as of the end of that year’s second fiscal quarter.
Implication of Being a Controlled Company
Our chairperson, chief executive officer, and President, Ms. Yin Yan,
currently controls approximately 93.89% of the aggregate voting power of our outstanding voting securities. As a result, we will be deemed
a “controlled company” within the meaning of the Nasdaq Marketplace Rule 5615(c). As a controlled company, we are
permitted and intend to elect to rely on certain exemptions from corporate governance rules of The Nasdaq Capital Market, including:
● An exemption from the rule that a majority of our board of
directors must be independent directors;
● An exemption from the rules that our compensation committee
and nominating committee be composed entirely of independent directors;
● An exemption from the rule that the compensation of our chief
executive officer must be determined or recommended solely by independent directors; and
● An exemption from the rule that our director nominees must
be selected or recommended solely by a majority of independent directors or nominations committee comprising solely of independent directors.
We have elected to rely on some of the “controlled company”
exemptions. Our nominating and corporate governance and compensation committees will not consist entirely of independent directors.
Government Regulations
FuAn
Legal compliance is important to our operations. We are required to
comply, and it is our policy to comply, with all applicable laws in the numerous jurisdictions in which we do business.
As a marketer and distributor of food products in the U.S., we are
subject to the Federal Food, Drug and Cosmetic Act and regulations promulgated thereunder by the U.S. Food and Drug Administration
(the “FDA”). The FDA regulates food safety and quality through various statutory and regulatory mandates, including manufacturing
and holding requirements for foods through good manufacturing practice regulations, hazard analysis and critical control point requirements
for certain foods, and the food and color additive approval process. The agency also specifies the standards of identity for certain foods,
prescribes the format and content of information required to appear on food product labels, regulates food contact packaging and materials,
and maintains a Reportable Food Registry for the industry to report when there is a reasonable probability that an article of food will
cause serious adverse health consequences. For certain product lines, we are also subject to the Federal Meat Inspection Act, the Poultry
Products Inspection Act, the Perishable Agricultural Commodities Act, the Packers and Stockyard Act and regulations promulgated by the
USDA to interpret and implement these statutory provisions. The USDA imposes standards for product safety, quality and sanitation through
the federal meat and poultry inspection program. The USDA reviews and approves the labeling of these products and also establishes standards
for the grading and commercial acceptance of produce shipments from our suppliers. We are also subject to the Public Health Security and
Bioterrorism Preparedness and Response Act of 2002, which imposes certain registration and record keeping requirements on facilities
that manufacture, process, pack or hold food for human or animal consumption.
The recently published and pending rules under the Food Safety Modernization
Act (“FSMA”) will significantly expand food safety requirements, including those which impact our business. Among other things,
FDA regulations implementing the FSMA require us to establish and maintain comprehensive, prevention-based controls across the food supply
chain that are both verified and validated. The FSMA also imposes new requirements for food products imported into the U.S. and provides
the FDA with mandatory recall authority.
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FuAn and our food and beverage products are also subject to state and
local regulation through such measures as the licensing of our facilities; enforcement by state and local health agencies of state and
local standards for our products; and regulation of our trade practices in connection with the sale of our products. Our facilities are
subject to regulations issued pursuant to the U.S. Occupational Safety and Health Act by the U.S. Department of Labor. These
regulations require us to comply with certain manufacturing, health and safety standards to protect employees from accidents and to establish
hazard communication programs to transmit information on the hazards of certain chemicals which may be present in products that we distribute.
Our distribution facilities must be registered with the FDA biennially
and are subject to periodic government agency inspections by the FDA and USDA. Our facilities are generally inspected at least annually
by federal and/or state authorities.
Our business and employment practices are also subject to regulation
by numerous federal, state and local regulatory agencies, including, but not limited to, the U.S. Department of Labor, which sets
employment practice standards for workers. Additionally, our business relies heavily on third-party logistics. We must ensure that our
cooperators and third-party logistics providers comply with regulations set forth by and the U.S. Department of Transportation, as
well as its agencies, the Surface Transportation Board, the Federal Highway Administration, the Federal Motor Carrier Safety Administration,
and the National Highway Traffic Safety Administration, which collectively regulate our trucking business through the regulation of operations,
safety, insurance and hazardous materials. We must comply with the safety and fitness regulations promulgated by the Federal Motor Carrier
Safety Administration, including those relating to drug and alcohol testing and hours of service. Such matters as weight and dimension
of equipment also fall under federal and state regulations. We also are subject to federal and state immigration laws, regulations and
programs that regulate our ability to hire or retain foreign employees. In addition, we are subject to the U.S. False Claims Act,
and similar state statutes, which prohibit the submission of claims for payment to the government that are false and the knowing retention
of overpayments.
Our operations are also subject to a broad range of U.S. federal,
state, and local environmental laws and regulations, as well as zoning and building regulations. Environmental laws and regulations cover
a variety of procedures, including appropriately managing wastewater and stormwater; complying with clean air laws; proper handling and
disposal of solid and hazardous wastes; and protecting against and appropriately investigating and remediating spills and releases. For
the fiscal year ended April 30, 2023, the costs of managing our compliance with environmental laws and regulations was nominal.
The U.S. Foreign Corrupt Practices Act (“FCPA”) prohibits
bribery of public officials to obtain or retain business in foreign jurisdictions. The FCPA also requires us to keep accurate books and
records and to maintain internal accounting controls to detect and prevent bribery and to ensure that transactions are properly authorized.
We have implemented appropriate policy and will continue to maintain a robust anti-corruption compliance program applicable to our operations.
For the purchase of items produced, harvested or manufactured outside
of the U.S., we are subject to applicable customs laws regarding the import and export of various products. Certain activities, including
working with customs brokers and freight forwarders, are subject to applicable regulation by U.S. Customs and Border Protection,
which is a part of the Department of Homeland Security.
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Grand Forest
We are subject to extensive and varied federal, state and local government
regulations in the jurisdictions in which we operate, including laws and regulations relating to our relationships with our associates
and customers, independent third-party installers, public health and safety, zoning, accommodations for persons with disabilities, and
fire codes. We operate each of our showrooms, stores, offices and warehouses in accordance with standards and procedures designed to comply
with all applicable laws, codes, licensing requirements and regulations. Certain of our operations and properties are also subject to
federal, state and local laws and regulations relating to the use, storage, handling, generation, transportation, treatment, emission,
release, discharge and disposal of hazardous materials, substances and wastes and relating to the investigation and cleanup of contaminated
properties, including off-site disposal locations. We do not currently incur significant costs complying with the laws and regulations
related to hazardous materials. However, we could be subject to material costs, liabilities or claims relating to compliance in the future,
especially in the event of changes in existing laws and regulations or in their interpretation, as well as the passage of new laws and
regulations.
Our suppliers are subject to the laws and regulations of their home
countries, as well as those relative to the import of their products into the United States, including, in particular, laws regulating
labor, forestry and the environment. Our suppliers are subject to periodic compliance audits, onsite visits and other reviews, as appropriate,
in efforts to ensure that they are in compliance with all laws and regulations. We also support social and environmental responsibility
among our supplier community and our suppliers agree to comply with our expectations concerning environmental, labor and health and safety
matters. Those expectations include representations and warranties that our suppliers comply with the laws, rules and regulations of the
countries in which they operate.
Products that we import into the United States are subject to
laws and regulations imposed in conjunction with such importation, including those issued and/or enforced by United States Customs
and Border Protection.
Employees and Human Capital Resources
As of April 30, 2025, we had a total of 27 full-time employees.
We believe that we maintain a satisfactory working relationship with our employees, and we have not experienced any significant labor
disputes or any difficulty in recruiting staff for our operations. None of our employees is represented by a labor union.
Function
Number of
Employees
Percentage of
Total
Number of
Employees
Warehouse
10
36 %
Accounting
2
8 %
Office/Administrative
3
12 %
Sales
8
24 %
Management
4
20 %
Total
27
100.0 %
Employee Engagement, Talent Development & Benefits. We
believe that our future success largely depends upon our continued ability to attract and retain highly skilled employees. We provide
our employees with competitive salaries and bonuses, and intend to provide opportunities for equity ownership.
Diversity, Inclusion, and Culture. Much
of our success is rooted in the diversity of our teams and our commitment to inclusion. We value diversity at all levels and continue
to focus on extending our diversity and inclusion initiatives across our entire workforce. We believe that our business benefits from
the different perspectives a diverse workforce brings, and we pride ourselves on having a strong, inclusive and positive culture based
on our shared mission and values.
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