UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended April 30, 2025

 or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For transition period from ______ to ______

 Commission File Number: 001-41720

 Maison Solutions Inc.

 (Exact name of registrant as specified in its charter)

 Delaware

 84-2498797

 (State or other jurisdiction of

incorporation
or organization)

 (I.R.S. Employer

Identification No.)

 127 N Garfield Avenue
 Monterey Park, California

 91754

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (626) 737-5888

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Class A Common Stock, $0.0001 par value per share

 MSS

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(g)
of the Act: None.

 Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No

 Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
"large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth
company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during
the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act): Yes No

 As of October 31, 2024, the last business day of the registrant's
most recently completed second fiscal quarter, the aggregate market value of the common stock of the registrant held by non-affiliates
was approximately $ 3,415,028 based on the closing price of the registrant's Class A common stock on that date.

 As of August 12, 2025, the number of shares of the registrant's
Class A common stock, $0.0001 par value, outstanding was 17,450,476 shares, and the number of shares of Class B common stock, $0.0001
par value, outstanding was 2,240,000 shares.

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K contains "forward-looking
statements" that involve substantial risks and uncertainties. All statements other than statements of historical or current fact
included in this Annual Report on Form 10-K are forward looking statements. Forward-looking statements refer to our current expectations
and projections relating to our financial condition, results of operations, plans, objectives, strategies, future performance, and business.
You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements
may include words such as "anticipate," "assume," "believe," "can have," "contemplate,"
"continue," "could," "design," "due," "estimate," "expect," "forecast,"
"goal," "intend," "likely," "may," "might," "objective," "plan,"
"predict," "project," "potential," "seek," "should," "target,"
"will," "would" and other words and terms of similar meaning in connection with any discussion of the timing or
nature of future operational performance or other events. For example, all statements we make relating to our estimated and projected
costs, expenditures, and growth rates, our plans and objectives for future operations, growth, or initiatives, or strategies are
forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ
materially from those that we expect and, therefore, you should not unduly rely on such statements. The risks and uncertainties that could
cause those actual results to differ materially from those expressed or implied by these forward-looking statements include but are not
limited to:

 fluctuations in the demand for our products in light of changes in laws and regulations applicable to food and beverages and changes in consumer preferences;

 supply chain disruptions that could interrupt product manufacturing and increase product costs;

 our ability to source raw materials and navigate a shortage of available materials;

 our ability to compete successfully in our industry;

 the impact of earthquakes, fire, power outages, floods, pandemics and other catastrophic events, as well as the impact of any interruption by problems such as terrorism, cyberattacks, or failure of key information technology systems;

 our ability to accurately forecast demand for our products or our results of operations;

 the impact of problems relating to delays or disruptions in the shipment of our goods through operational ports;

 our ability to expand into additional foodservice and geographic markets;

 our ability to successfully design and develop new products;

 fluctuations in freight carrier costs related to the shipment of our products could have a material adverse impact on our results of operations

 the continuing effects of COVID-19 or other public health crises;

 our ability to attract and retain skilled personnel and senior management; and

 other risks and uncertainties described in Item 1A. Risk Factors of Part I of this Annual Report on Form 10-K.

 We make many of our forward-looking statements
based on our operating budgets and forecasts, which are based upon detailed assumptions. While we believe that our assumptions are reasonable,
we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that
could affect our actual results.

 See the "Risk Factors" section and
elsewhere in this Annual Report on Form 10-K for a more complete discussion of the risks and uncertainties mentioned above and for a discussion
of other risks and uncertainties we face that could cause actual results to differ materially from those expressed or implied by these
forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary
statements as well as others made in this Annual Report on Form 10-K.

 We caution you that the risks and uncertainties
identified by us may not be all of the factors that are important to you. Furthermore, the forward-looking statements included in this
Annual Report on Form 10-K are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking
statement as a result of new information, future events, or otherwise, except as required by law. You should evaluate all forward-looking
statements made by us in the context of these risks and uncertainties.

 Risk Factor Summary

 Our business is subject to a number of risks and
uncertainties, including those highlighted in the section titled "Risk Factors" in this Annual Report on Form 10-K. Some
of these principal risks include the following:

 Risks Related to Our Business

 There is no guarantee that our center-satellite model (as discussed in further detail below) will succeed.

 We may not be able to successfully implement our growth strategy on a timely basis or at all. Additionally, new stores may place a greater burden on our existing resources and adversely affect our existing business.

 The terms of our debt financing arrangements may restrict our current and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations.

 There is no guarantee that our partnership with JD US will be successful.

 Our new store base, or stores opened or acquired in the future may negatively impact our financial results in the short-term, and may not achieve sales and operating levels consistent with our mature store base on a timely basis or at all and may negatively impact our business and financial results.

 Because we have entered into a significant number of related party transactions through the course of our routine business operations, there is a risk of conflicts of interest involving our management, and that such transactions may not reflect terms that would be available from unaffiliated third parties.

 Risks Related to Our Industry

 We face competition in our industry, and our failure to compete successfully may have an adverse effect on our profitability and operating results.

 Our inability to maintain or improve levels of comparable store sales could cause our stock price to decline.

 Economic conditions that impact consumer spending could materially affect our business.

 Our inability to maintain or increase our operating margins could adversely affect the price of our Class A common stock.

 We may be unable to protect or maintain our intellectual property, including HK Good Fortune, which could result in customer confusion and adversely affect our business.

 Our success depends upon our ability to source and market new products to meet our high standards and customer preferences and our ability to offer our customers an aesthetically pleasing shopping environment.

 Our stores rely heavily on sales of perishable products. Ordering errors or product supply disruptions may have an adverse effect on our profitability and operating results.

 Products we sell could cause unexpected side effects, illness, injury or death that could result in their discontinuance or expose us to lawsuits, either of which could result in unexpected costs and damage to our reputation.

 We may experience negative effects to our reputation from real or perceived quality or health issues with our food products, which could have an adverse effect on our operating results.

 The current geographic concentration of our stores creates an exposure to local economies, regional downturns or severe weather or catastrophic occurrences that may materially and adversely affect our financial condition and results of operations.

 Energy costs are an increasingly significant component of our operating expenses and increasing energy costs, unless offset by more efficient usage or other operational responses, may impact our profitability.

 If we experience a data security breach and confidential customer information is disclosed, we may be subject to penalties and experience negative publicity, which could affect our customer relationships and have a material adverse effect on our business.

 Disruption of any significant supplier relationship could negatively affect our business.

 Our high level of fixed lease obligations could adversely affect our financial performance.

 If we are unable to renew or replace current store leases or if we are unable to enter into leases for additional stores on favorable terms, or if one or more of our current leases is terminated prior to expiration of its stated term, and we cannot find suitable alternate locations, our growth and profitability could be negatively impacted.

 We have engaged, and are likely to continue to engage, in certain transactions with related parties. These transactions are not negotiated on an arms' length basis.

 Failure to sustain customer growth or failure to maintain customer relationships, could materially and adversely affect our business and operating results.

 Failure to retain our senior management and other key personnel could negatively affect our business.

 We will require significant additional capital to fund our expanding business, which may not be available to us on satisfactory terms or at all, and even if it is available, failure to use our capital efficiently could have an adverse effect on our profitability.

 Risks Related to Regulatory Compliance and Legal Matters

 Changes in and enforcement of immigration laws could increase our costs and adversely affect our ability to attract and retain qualified store-level employees.

 Changes in U.S. trade policies could have a material adverse impact on our business.

 We, as well as our vendors, are subject to numerous federal, and local laws and regulations. Our compliance with these laws and regulations, as they currently exist or as modified in the future, may increase our costs, limit or eliminate our ability to sell certain products, raise regulatory enforcement risks not present in the past, or otherwise adversely affect our business, results of operations and financial condition.

 Risks Related to Ownership of Our Class A Common Stock

 The market for our Class A common stock is new, and we cannot assure you that an active trading market will develop for our Class A common stock.

 Future sales, or the perception of future sales, of our Class A common stock may depress the price of our Class A common stock.

 We will continue to incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to complying with public company regulations.

 Our management has limited experience managing a public company and our current resources may not be sufficient to fulfill our public company obligations.

 Our CEO, John Xu, has substantial control over us and has the ability to control the election of directors and other matters submitted to stockholders for approval, which limits your ability to influence corporate matters and may result in actions that you do not believe to be in our interests or your interests.

 We do not intend to pay cash dividends on our Class A common stock and, as a result, your only opportunity to achieve a return on your investment is if the price of our Class A common stock appreciates.

 If securities or industry analysts do not publish or cease publishing research or reports about our business or our market, or if they adversely change their recommendations regarding our Class A common stock or if our operating results do not meet their expectations, our stock price and/or trading volume could decline.

 Our future operating results may fluctuate significantly and our current operating results may not be a good indication of our future performance. Fluctuations in our quarterly financial results could affect our stock price in the future.

 Sales, or the perception of sales, of shares of our Class A common stock in the public market could adversely affect the market price of our Class A common stock and our ability to raise additional equity capital.

 If we are unable to continue to meet the Nasdaq Capital market rules for continued listing, our Class A common stock could be delisted.

 An investment in our Company may involve tax implications, and you are encouraged to consult your own tax and other advisors, as neither we nor any related party is offering any tax assurances or guidance regarding our Company or your investment.

 If we do not appropriately maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, we may be unable to accurately report our financial results and the market price of our securities may be adversely affected.

 ITEM 1. BUSINESS

 As used in this Annual Report on Form 10-K, "we,"
"us," "our," "Maison," "the Company" or "our Company" refer to Maison Solutions
Inc., a Delaware corporation, except where the context requires otherwise.

 Our Company

 We are a fast-growing, specialty grocery retailer
offering traditional Asian food and merchandise to modern U.S. consumers, in particular to the members of Asian-American communities.
We are committed to providing Asian fresh produce, meat, seafood, and other daily necessities in a manner that caters to traditional Asian-American family
values and cultural norms, while also accounting for the new and faster-paced lifestyle of younger generations and the diverse communities
in which we operate. To achieve this, we are developing a center-satellite stores network. Since our formation in July 2019,
we have acquired equity interests in three traditional Asian supermarkets in Los Angeles, California and three traditional Asian supermarkets
in the greater Phoenix and Tucson, Arizona metro areas. We have been operating these six supermarkets as center stores, which we define
as a full service store, similar to a traditional supermarket or grocery store covering a metro area, but with its own storage space to
be used as a warehouse to distribute products to the satellite stores. The center stores target traditional Asian-American family-oriented customers
with a variety of meat, fresh produce and other merchandise, while additionally stocking items which appeal to the broader community.
Our management's deep cultural understanding of our consumers' unique consumption habits drives the operation of these traditional
supermarkets.

 In addition to our traditional supermarkets, in
December 2021, we acquired a 10% equity interest in a new grocery store in a young and active community in Alhambra, California (the "Alhambra
Store"). We acquired our interest in the Alhambra Store from Grace Xu, the spouse of John Xu, our chief executive officer. We intend
to acquire the remaining 90% equity interest in the Alhambra Store. Our intention is that the Alhambra Store will serve as our first satellite
store. The satellite stores in our network will be designed to penetrate local communities and neighborhoods with larger and growing concentrations
of younger customers.

 Our merchandise includes fresh and unique produce,
meats, seafood and other groceries that are not found in mainstream supermarkets, including a variety of Asian vegetables and fruits such
as Chinese broccoli, bitter melon, winter gourd, Shanghai baby bok choy, longan and lychee; a variety of live seafood such as shrimp,
clams, lobster, geoduck, and Alaska king crab; and Chinese specialty groceries like soy sauce, sesame oil, oyster sauce, bean sprouts,
Sriracha, tofu, noodles and dried fish. With an in-house logistics team and strong relationships with local and regional farms, we
are capable of offering high-quality specialty perishables at competitive prices.

 Our customers have diverse shopping habits based
on, among other factors, their age and lifestyle. Along with creating an exciting and attractive in-store shopping experience, customers
can choose to place orders on a third-party mobile app "Freshdeals24", and an applet integrated into WeChat for either
home delivery or in-store pickups offering our customers the option of a 100% cashier-less shopping experience. Our flexible
shopping options are designed to provide customers with convenience and flexibility that best match their lifestyles and personal preferences.
We are working closely with JD.com to improve and update our online apps to continue to specifically target and attract a wider variety
of our customer base.

 While our main focus is on targeting Asian-American communities
and catering to both established Asian-American family values and the shifting needs of the younger generations, we also plan to
opportunistically address other demographics and populations.

 The success of our business is supported by a strong
core team that brings deep knowledge and experience in supermarket operations, supply chain, warehouse management and logistics as well
as e-commerce. The core team members all come from leading market players such as Freshippo (known as "Hema Shengxian" in
China), Yonghui Superstores, H-Mart and other similar industry leading supermarket retailers.

 We are exploring multi-channel solutions to
customers by leveraging our strategic partnership with JD.com, a leading online retail business in China. See " Multi-channel Initiatives "
and " Partnership with JD.com " in this section.

 Market Opportunities

 Emerging Trends in the Asian-American Grocery Market

 Whether by using technology to streamline supply
chains, unlocking the power of social media to influence shoppers, or adapting store designs to meet changing consumer behavior, the Asian-American
grocery market is finding new ways to boost sales.

 As grocers continue to battle for supremacy, catering
to a wide variety of customers and consumer demands will be a key area of focus. According to New York Times, from 1990 to 2020,
the U.S. Asian population increased from 6.6 million to 20 million people, representing a 203% increase. Asians are now
the fastest growing of the nation's four largest racial and ethnic groups based on the U.S. Census Bureau, 2022 American Community
Survey (the "2022 Census"). In addition to the population increase, the median household income of people of Asian descent
also exceeds the overall U.S. population's median household income according to the 2022 Census.

 According to Mordor Intelligence's " ETHNIC
FOODS MARKET — GROWTH, TRENDS, AND FORECASTS (2022 — 2027) ", the presence of Asian Cuisine in the
US Ethnic Food Marketspace is one of the key market trends. The forecast indicated that consumers' interest in Asian cuisines is
increasing globally, and they seek bold flavors. This trend is driven by the increasing immigrant population, as well as robust demand
from native populations.

 In the past few years, many Asian-American grocery
store chains have risen in popularity in the United States; for example, Korean chain H Mart has expanded to 66 locations across
12 states. Each store offers imported packaged goods as well as prepared foods and general merchandise. According to a study
by LoyaltyOne, Asian-Americans and other consumers looking to cook Asian cuisine are not finding what they need at
their local stores and are often turning to independent grocers for their shopping trips. Our principal competitors include 99 Ranch Market
and HMart for traditional supermarkets and Weee! for online groceries.

 Spice of Life: As the Asian-American Population Continues
to Grow, Demand for Cultural Foods will Likely Increase

 The ethnic supermarkets industry is composed of
companies that sell foods geared toward ethnically diverse populations. Industry growth is strongly supported by the quickly expanding
population of Asian Americans, one of the largest market segments in the United States. As the population of Asian Americans continues
to expand, we believe that the demand for stores like ours, which provide specialty products that cater to the Asian-American communities,
will be expanded as well.

 Putting Health & Fresh Produce First

 As modern Asian-American consumers become
more affluent, educated, and influenced by government campaigns, they are increasingly aware of the health benefits of food. Whether buying
fresh produce or choosing packaged products with clear health labelling, we believe Asian-American consumers will pay a premium for
healthy food.

 Many Asian-American retailers are offering
a range of health-focused products and adapting their marketing strategies to cater to health-conscious consumers. According
to freshfruitportal.com, fresh food and health & wellness products will feature more prominently in-store in the future
as retailers respond to changing shopping habits.

 Make Food Safer with Blockchain

 Many Asian retailers are leading the way to enhanced
food safety with exciting developments in blockchain technologies, a trend which we believe will similarly be employed by U.S. retailers.

 Walmart China's traceability system
uses state of the art blockchain and AI to track the movement of over 50% of all packaged fresh meat, 40% of packaged vegetables,
and 12.5% of seafood at each stage of the supply chain.

 As customers are increasingly conscious of the
sourcing of their food, investing in technologies which promote health and safety is a sure-fire way to build trust with customers
and boost brand loyalty. In collaboration with our current partners, including JD.com, we plan to capitalize on developments in blockchain
technologies to meet the evolving needs of our customers.

 Partner with Overseas Providers

 Asian-American consumers are prepared to look
far and wide to obtain the products they want. Retailers are partnering with overseas suppliers, fellow retailers, and even technology
companies to pull together resources and accelerate growth.

 Partnerships are helping brick and mortar retailers
to "blur the line" between online and offline retail channels. We believe that our existing partnerships, including with JD.com,
will help us to expand and strengthen both our online and offline presence.

 Lead the Charge with Online Sales

 While e-commerce only accounted for 7.4% of
all U.S. grocery sales in 2020 according to the U.S. Food and Drug Administration, the Asian grocery market has been quick to make
the most of online retail channels.

 According to a December 15, 2021 report by
NBC News, online grocery sales grew 54% in 2020, to $95.82 billion. By 2026, online sales share is projected to account for 20% of
the market. While Asian-American shoppers may prefer to handpick their favorite melon or cut of meat in-person, millions of customers
simply don't have access to Asian supermarkets or neighborhood stores because they live in parts of the country that cannot sustain
them, making online shopping an attractive and necessary alternative.

 For instance, Freshhippo uses an omni channel approach
to offer customers a seamless transition between online shopping and in-store visits to promote online sales. Customers can switch
between online and offline shopping and enjoy a consistent experience to put them in control of how they want to shop.

 Our History

 We were founded in July 2019 as Maison International,
Inc., an Illinois corporation, with our principal place of business in California. Immediately upon formation, the Company acquired three
retail Asian supermarkets in Los Angeles, California and subsequently rebranded them as "HK Good Fortune Supermarkets" or
"Hong Kong Supermarkets." In September 2021, the Company was reincorporated in the State of Delaware as a corporation
registered under the laws of the State of Delaware and renamed "Maison Solutions Inc."

 In July 2019, the Company acquired 91% of the equity interests in Maison San Gabriel and 85.25% of the equity interests in Maison Monrovia, each of which owns a HK Good Fortune Supermarket in San Gabriel, California and Monrovia, California, respectively.

 In October 2019, the Company acquired 91.67% of the equity interests in Maison El Monte, which owns a Hong Kong Supermarket in El Monte, California. The Company shut down the Maison El Monte store in June 2025. The strategic decision to close Maison El Monte store is part of the Company's ongoing commitment to improve its profitability and support sustainable growth.

 In May 2021, the Company acquired 10% of the equity interests in Dai Cheong Trading Company, Inc. ("Dai Cheong"), a wholesale business which mainly supplies foods and groceries imported from Asia, which is 100% owned by Mr. John Xu. This transaction was treated as a related party transaction.

 In December 2021, the Company acquired 10% of the equity interests in HKGF Market of Alhambra, Inc., a California corporation, and the owner of the Alhambra Store, California from Ms. Grace Xu, spouse of Mr. John Xu, our chief executive officer. This transaction was treated as a related party transaction.

 On June 30, 2022, the Company acquired 100% of the equity interests of GF Supermarket of MP, Inc. from DNL Management Inc. (51% ownership) and Ms. Grace Xu (49% ownership), spouse of Mr. John Xu, our chief executive officer. This acquisition was treated as a related party transaction.

 On April 8, 2024, AZLL, LLC, a wholly-owned subsidiary of the Company ("AZLL"), acquired 100% of the equity interests in Lee Lee Oriental Supermart, Inc. ("Lee Lee"), a three-store supermarket chain operating under the name Lee Lee International Supermarkets in the greater Phoenix and Tucson, Arizona metro areas.

 Maison was initially authorized to issue 500,000 shares
of common stock with a par value of $0.0001 per share. On September 8, 2021, the total number of authorized shares of common stock
was increased to 100,000,000 by way of a 200-for-1 stock split, among which, the authorized shares were divided in to 92,000,000 shares
of Class A common stock entitled to one (1) vote per share and 3,000,000 shares of Class B common stock entitled to
ten (10) votes per share and 5,000,000 shares of preferred stock. All shares and per share amounts used herein and in the accompanying
consolidated financial statements have been retroactively adjusted to reflect (i) the increase of share capital as if the change of share
numbers became effective as of the beginning of the first period presented for Maison Group and (ii) the reclassification of all
outstanding shares of our common stock beneficially owned by Golden Tree USA Inc. into Class B common stock, which are collectively
referred to as the "Reclassification".

 Our Center-Satellite Stores Model

 Our seven traditional retail supermarkets are set
up and operated as center stores. We intend to acquire the remaining 90% equity interest in the Alhambra Store, which we intend to have
serve as our first satellite store. The center stores mainly serve traditional family-oriented customers with a variety of fresh
produce and daily necessities at competitive prices. The satellite stores in our Center-Satellite store network will be designed
to penetrate local communities and neighborhoods with larger populations of younger customers, such as "Millennials" and "Generation
Z."

 What is the Center-Satellite Store Model?

 The Center-Satellite store model utilizes
a center store, which is a typical supermarket or grocery store in a metro area, as a central hub to not only act as a regular supermarket
but also provide logistics support to satellite/community stores in the surrounding area. This Center-Satellite store network allows
us to more easily and inexpensively expand the coverage as compared to traditional supermarket expansion. The structure increases logistical
efficiency and provides significant flexibility to serve all types of customer bases.

 A center store will serve as the main warehouse
to the surrounding community stores for grocery shopping. Groceries can usually be delivered from the suppliers to the center store first,
before needing to use outside suppliers allowing the center store to distribute to all the community stores it covers, with allocations
based on historical sales data provided by the community stores.

 The satellite stores are typically smaller than
the traditional supermarkets. The stores often are established in residential areas with large populations. The satellite stores offer
a smaller, particularly selected selection of products designed to meet the needs and desires of the community. For example, a satellite
store in a neighborhood with a higher concentration of younger consumers may offer more convenient food or social media trending products.
A satellite store established in a neighborhood filled with young professionals may feature as a Meal Solution Supermarket ("MSSM"),
where the consumers get their dinner almost instantly at a price point comparable to the cost of preparing a meal at home and lower than
dining out. We believe our satellite stores will significantly reduce the time spent on grocery shopping for customers because they will
be conveniently located and offer a carefully cultivated selection of products at an attractive price point. We expect that such time
efficiencies and price competitiveness will attract additional customers.

 Expected advantages of the Center-Satellite store
network:

 More cost efficient — Satellite stores are smaller with a cultivated selection of products designed to cater to the needs of the specific community. They are easier to maintain and establish and more cost efficient than traditional stores.

 Higher profit margin expected — Selective products with precision marketing to target a specific customer base leads to higher revenue and profit margins. We expect buyers will be willing to pay higher premiums for quality and convenience.

 Easier to set up — Because of the smaller size and carefully selected and managed inventory, establishing satellite stores at scale will require less capital and cost compared to that of a traditional store.

 More flexible — Satellite stores can be flexible in terms of their inventory and set up. Products offered by the satellite stores can vary depending on the location and the targeted customers.

 Synergies between center stores and satellite stores — One center store can power many satellite stores from a logistics perspective. The overall cost to the supply chain will be lower, and the efficiency will be higher than the traditional store network. The historic sales data of each satellite store will be leveraged to optimize supplies from the center store. Satellite stores can function as the distribution hub to achieve fast delivery and in-store pickup. Deliveries may be made from satellite stores or customers can select to pick up from the closest satellite stores. Either way, the time to hand goods to customers is significantly reduced.

 More attractive shopping experience — Consumer behavior has changed and young people are more reluctant to spend a lot of time for grocery shopping due to their fast-paced life styles. With more trending products and fast delivery or in-store pickup options, satellite stores are expected to attract young customers, who often shop more spontaneously and focus more on shopping experience rather than needs.

 Promote our "Group Buy" activities — Group Buy activities are single-day promotions designed to increase the volume of sales of a particular product while providing a discount to the consumers. We believe that because our satellite stores will be designed to target a particular customer base, customer needs or interest will often overlap and offering Group Buy promotions will effectively stimulate sales of targeted products.

 Extended Customer Reach — We believe that our model of center and satellite stores will allow us to reach a wider base of customers in a more cost-effective manner leading to reduced costs and improved margins.

 Illustration of Center-Satellite Store Layout

 Shopping Preference by Importance and Urgency

 Our Products

 Traditional Supermarkets/Center Stores

 All of our traditional supermarkets offer perishable
and non-perishable items. We put a significant focus on perishable product categories which include vegetables, seafood, fruit and
meat. In fiscal years 2025 and 2024, our perishable product categories contributed approximately 50% and 54%, respectively, to our
total net revenue in alignment with the space occupancy of perishables.

 Vegetables — All our stores receive daily deliveries of vegetables and are required to sell out all vegetables on a three to five day basis. We discount our vegetables after three days, which significantly lowers the storage cost and worn-and-torn rate and improves profitability. In addition, to lower the worn-out rate of green-leaf vegetables, due to customer rummage, we usually pack and sell such vegetables in bags. We also display and sell different kinds of vegetables according to their characteristics. For example, Chinese yams need to be displayed on wood shreds to keep them fresh, while watermelons are typically sold in pieces due to their large size.

 Fruit — Almost all of our unique fruits are seasonal offerings in which quality and price are decisive to customer traffic during peak season. These fruits are sold at higher unit prices and generally offer higher profit margins. We benefit from our long-standing relationships with farm vendors to stay competitive during peak seasons and enjoy better sourcing price and higher profit margin from fruit sales. We adopt different storage technologies based on characteristics of different fruits and vegetables. All vegetables and fruits are delivered and sold on a three to five day basis, to lower worn rate, lower human cost and keep up the high quality.

 Meat — Since we can sell more animal body parts than other mainstream grocery stores, the sales we generate from a whole pig, chicken or cow are much higher than those of mainstream groceries, resulting in higher margins on meat and meat products sales. For example, pork liver, intestines and feet, chicken hearts and feet and beef tripe, are all staples of Asian cooking that would not be offered in typical grocery stores allowing us to capture more of the value of a whole animal and leading to an increased margin on the sale of these products. We also cut and package meats for various specific purposes to cater to Asian cooking habits and styles. For example, we slice different kinds of meat specifically for hot pot cooking and then package and freeze them for quick pick-up and easy storage and use by customers. In addition, we sell meats prepared with Asian seasonings, which are ready to cook after purchase. Meats cut for specific purposes or prepared with Asian seasonings generally result in higher margins.

 Seafood — As an established procedure, our in-house merchants collect live seafood from wharfs and markets at midnight on a daily basis. Purchased seafood is immediately distributed to all retail stores via our in-house cold chain systems in which hibernation technology keeps seafood alive and ensures its freshness and quality. For different species, we maintain different water temperatures and oxygen density in their tanks and containers. Hibernation technology is widely used in the in-house cold-chain system for long distance distribution to best ensure freshness and quality. As with what we do with meats, we fillet fish for specific purposes or preseason the seafood for Asian cooking.

 With respect to non-perishables, we have over 13,000 grocery products
on our shelves ranging from cooking utensils, canned foods, Chinese and Asian seasonings and spices, to domestic and imported snacks.
Many of our imported groceries are sourced from China, Thailand and Taiwan to meet the diverse demand of not only Chinese Americans but
targeted customers originating from east and south-east Asia. In the fiscal years ended on April 30, 2025 and 2024, the non-perishable grocery
category contributed approximately 48.40 and 45.97%, respectively, to our total net sales and realized a markup of 35.13% and 35.09%,
on average, respectively.

 The Alhambra Store

 In December 2021, we acquired a 10% equity interest
in a new grocery store in Alhambra, California from Grace Xu, spouse of John Xu, our chief executive officer (the "Alhambra Store").
We intend to purchase the remaining 90% equity interest in the Alhambra Store and have the Alhambra Store serve as our first satellite
store.

 We believe, that as an MSSM, the Alhambra Store
suits the lifestyle of young customers. MSSMs focus largely on ready-to-eat food and ready-to-cook groceries. The Alhambra Store
has a built-in kitchen which offers Asian hot foods under the house brand "Chili Point Land." Ready-to-cook groceries
include frozen food as well as prewashed and pre-cut meats and vegetables.

 We believe that the Alhambra has the potential
to be a successful satellite store in the Alhambra neighborhood. The city of Alhambra has a population of approximately 83,000, approximately
52% of which is comprised of Asian Americans, according to the 2020 U.S. Census Bureau. A large portion of the consumer base within a
three-mile radius of the store is comprised of young students living in apartments and young professionals between the ages of 25 and 44,
with annual incomes between $36,000 and $120,000.

 The Alhambra store is currently designed to target
the demographic of its neighborhood. The store is located in the heart of Alhambra's Main Street, which is where young consumers
spend significant time at the many restaurants and bars within walking distance of the store.

 The Alhambra Store also carries Asian food, snacks
and other merchandise that are popular on social media to attract young customers interested in trying out new and trendy products. The
store aims to lead customers from shopping for needs to shopping for experience.

 Lee Lee Oriental Supermart, Inc.

 On April 8, 2024, AZLL, LLC, a wholly-owned subsidiary
of the Company ("AZLL"), acquired 100% of the equity interests in Lee Lee Oriental Supermart, Inc. ("Lee Lee")
for an aggregate purchase price of approximately $22.2 million, consisting of: (i) $7.0 million in cash paid immediately at the closing
of the transaction, and (ii) a senior secured note agreement with an original principal amount of approximately $15.2 million (the "Lee
Lee Acquisition") pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement"), dated April 4, 2024, by and
among AZLL, Meng Truong ("Meng Truong") and Paulina Truong ("Paulina Truong" and, together with Meng Truong, the
"Sellers"). Lee Lee is a three-store supermarket chain operating under the name Lee Lee International Supermarkets in the
greater Phoenix and Tucson, Arizona metro areas.

 Through the acquisition of Lee Lee, the Company
expanded its operations beyond California into the growing Arizona markets. We believe this strategic acquisition promotes further growth
for our brand, our mission and our commitment to serving the diverse Asian communities. The Lee Lee International Supermarket brand has
cultivated a respected reputation over its nearly three-decade presence and operations in Arizona. With a strong foothold across three
cities, Lee Lee has garnered a loyal following and has solidified its position as a trusted destination for diverse communities. We have
opted to retain Lee Lee's brand name for the three acquired stores as a strategic move to maintain the existing, loyal customer
base.

 With the addition of Lee Lee's three profitable
store locations, our store portfolio was expanded from four to now seven operating stores. We believe the Lee Lee acquisition offers
evident synergies, as the three Lee Lee stores cater to the same target demographic and offer similar product lines as our four Hong Kong
Good Fortune stores. We intend to implement certain operational improvements, including the enhancement of store operations and supply
chain centralization.

 For more information on the Lee Lee Acquisition,
please see Note 10 — " Note Payable " and Note 19 — " Acquisition of subsidiary " in the
Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

 Our Vertical Supply and Distribution Chain

 Our business model features a vertically integrated
structure covering upstream supply and downstream retail supermarkets. In December 2021, we acquired a 10% equity interest in Dai
Cheong, a wholesale business owned by our Chairman and Chief Executive Officer, John Xu, which mainly supplies foods and groceries imported
from Asia. Dai Cheong was founded in 1979 and has been working with major suppliers in Asia for over 20 years and has extensive experience
in sourcing products through a well-established sourcing system. To support its import trading business, Dai Cheong has an integrated
ecosystem of import, customs clearance and wholesale services. Dai Cheong owns three warehouses and maintains a team of professionals
selling more than 2,000 individual products. Dai Cheong primarily sells food products from all over Asia, including well-known Asian
brands such as Garden (Hong Kong), Prima Taste (Singapore), Ng Fung (Mainland China), Royal Family (Taiwan), Gold Kili (Singapore),
and other well-known Asian brands. Currently Dai Cheong supplies quality products to more than 2,000 ethnically diverse supermarkets
and wholesalers in all 50 states. Our initial investment in Dai Cheong, and our plan to acquire the remaining equity interest, is the
first step toward creating a vertically integrated supply-retail structure. Having an importer as a part of our portfolio allows
us the opportunity to offer a wider variety of products and to reap the benefits of preferred wholesale pricing

 We work with three primary suppliers. These primary suppliers accounted
for approximately 19.0% and 48.0% of our total purchases in fiscal years 2025 and 2024, respectively. We also have established, long-term relationships
with local and regional farms which grow Asian specialty vegetables and fruit and supply the most popular yet hard-to-source vegetables
and fruits directly to our supermarkets. Working with our vendors, we are able to provide fresh seasonal vegetables and fruits. Produce,
live seafood and groceries are delivered to our supermarkets on a daily basis from our farm partners and external vendors as directed
by our in-house logistics system. With three retail supermarkets located in San Gabriel, Monrovia and Monterey Park, in the Los Angeles,
California metropolitan area, and three retail supermarkets located in the Phoenix and Tucson, Arizona metro areas, we had over 3.8 million
annual transactions in the year ended April 30, 2025. In addition, our initial investment in the Alhambra Store is a key factor in our
goal to reach out to the younger community, and expand into a large market for young customers, including students.

 Our in-house logistics team is committed to
fast and reliable delivery for customers who place online orders for delivery. Our center-satellite store network gives us the ability
to set up in-store, mini-warehouses to achieve fast order fulfillment and speedy delivery. We are able to provide same-day delivery
for orders placed before noon within a five miles radius of the closest store.

 Integrated Online and Offline Services

 We started a series of online initiatives soon
after we acquired our first supermarket in 2019. Customers can choose to place orders online through a third-party mobile app, "Freshdeals24",
and an applet integrated into WeChat for the option of a 100% cashier-less shopping experience. We undertook this initiative and
designed these apps based on our awareness of the predominance of WeChat in both the Chinese American and broader Asian-American communities
and extensive research into the habits of the younger generation of customers. We are working closely with JD.com to improve and update
our online apps to continue to specifically target and attract a wider variety of our customer base.

 We integrate our online and offline retail capabilities
and use our center stores as warehouses to fulfill online orders. By managing inventory and offline resources effectively, our stores
satisfy consumers' demands in-store as well as online. We offer multiple shopping channels through integrated online and offline
operations. Customers can place orders through the third-party mobile app and applet and for either home delivery or in-store pickups.
Our flexible shopping options are aimed to provide customers with convenience and flexibility that best match their lifestyles and personal
preferences.

 Currently JD.com is developing a new mobile app
for our future stores. For more information, please see " Partnership with JD.com " below.

 Pricing Strategy

 In general, our pricing strategy is to provide
premium products at reasonable prices. We believe pricing should be based on the quality of products and the shopping experience, rather
than promotional pricing, to drive sales. Our goal is to deliver a sense of value to and foster a relationship of trust with our target
and loyal customers.

 We adopt different pricing strategies for different
food categories. For best sellers such as seafood and core produce like swimming shrimp and live crawfish, we price competitively and
aim to attract consumer traffic. For groceries department items which are usually imported and have a long shelf life, we price at a premium
(with an average markup of 35%). Due to changes in market conditions and seasonal supplies, our pricing for seafood and produce are more
volatile compared with the pricing of other categories.

 Marketing and Advertising

 We believe our unique offerings, competitive prices on popular produce,
and word-of-mouth are major drivers of store sales. In addition to word-of-mouth, we advertise our brand using in-store tastings,
in-store weekly promotion signage, cooking demonstrations and product sampling. We also promote our stores on our official website
and an electronic newsletter, and/or inserts and sales flyers in local Chinese newspapers, magazines and local radio stations on a monthly
or weekly basis. Our business is also marketed mainly on our official website, a third-party Mobile App "Freshdeals24",
and an applet integrated into WeChat. For the fiscal years ended April 30, 2025 and 2024, we recognized $79,360 and $208,000
for marketing and advertising expenses, respectively. Overall, we have utilized mixed marketing and advertising strategies to enhance
our brand recognition, to regularly communicate with our target customers, and to strengthen our ability to market new and differentiated
products.

 As we intend to establish more satellite stores
and with our new mobile app being developed, we foresee a significant increase in advertising in the future, with a focus on social media
promotion. With the younger generation being a key focus, we plan on advertising both our satellite stores and mobile app via TikTok,
YouTube and Instagram, in addition to WeChat. We also plan to invite selected Internet influencers to cover our stores, products, and
offerings.

 Competition

 Food retail is a large and highly competitive industry.
Although the Asian supermarket industry is a niche market, market participants still remain highly fragmented and unsophisticated, and
we face competition from smaller or dispersed competitors. However, with the rapid growth of the Chinese and other Asian populations in
the United States and their consumption power, other competitors may begin operating in this market in the future. Those competitors
include: (i) national conventional supermarkets, (ii) regional supermarkets, (iii) national superstores, (iv) alternative
food retailers, (v) local foods stores, (vi) small specialty stores, (vii) farmers' markets, and (viii) e-commerce /
online-only grocery stores.

 The national and regional supermarket chains have
strong experiences in operating multiple store locations and expansion management and have greater marketing or financial resources than
we do. Even though they currently offer only a limited selection of Chinese and Asian specialty foods, they may be able to devote greater
resources to sourcing, promoting and selling Chinese and other Asian products if they choose. The local food stores and markets are small
in size with a deep understanding of local preferences. Their lack of scale results in high risk and limited growth potential. In addition,
there are online Asian grocery platforms, such as Weee!, which have longer operating histories and more established reputation for online
Asian grocery shopping. However, the lack of their own offline store presence leads to a higher cost to the customers. Online-only grocery
stores rely on working with local supermarkets for supplies and that exposes them to the risk of not being able to always fulfill customer
demands when the supply is low. In addition, online-only grocery stores, by their nature, are not able to offer in-store shopping
experience, such as trying new food or cooked products in store, and in-store pick up. We believe our business model, when compared
with the online-only grocery stores, brings a more comprehensive and holistic shopping experience to the customers while maintaining
a competitive price point.

 Our Competitive Strengths

 Strong Management and Operations Team

 Our core operations team has extensive experience
in and knowledge of supermarket operations, supply chain, logistics and warehouse management as well as e-commerce. Since the acquisition
of our four original center stores in California, we have hired experienced operations and management team members both locally in the
United States and from China, including: Tao Han, who serves as our Chief Operating Officer and has more than 20 years of experience
in the retail industry with Yonghui Superstores, one of the largest chain supermarkets in China, and Freshippo (known as "Hema Shengxian"
in China), the online and offline retail platform under the Alibaba Group; and the store manager for the Alhambra Store who has 16 years
of experience in retail industry including extensive familiarity with process management practices in convenience store chains, which
transfers directly to our satellite store concept. We strategically deploy our team members in positions that best match their experience
and specialized skills.

 We established a new performance-based bonus
system. If a store meets or exceeds the pre-set Key Performance Indicator ("KPI"), the employees of that store will receive
cash bonuses. Each department needs to provide weekly performance reports, which the management teams will review. If the department meets
or exceeds the pre-set KPI, the management teams will distribute monthly cash bonuses amounting to 1% of gross revenue to the department's
staff for achievement of such performance goals.

 Cost Efficient Supply Chain

 Unlike many of our direct competitors which are
family-owned single stores, we have seven retail supermarkets with an average size of 36,000 square feet. We place orders mainly
through two primary wholesale agents which purchase products on our behalf from various vendors. Due to their large quantity purchase
position, these two wholesale agents are able to get competitive prices for a wide range of items. Similarly, due to our large purchasing
power and long-term business relationships with the two wholesale agents, even with price markups, we benefit from competitive pricing.
The price we pay to the wholesale agents is lower than the prices we would pay to each vendor directly. In addition, by dealing with only
two wholesale agents instead of approaching various vendors individually, we are saving time and costs.

 Additionally, in order to begin the process of
establishing a vertically integrated supply and distribution change, we acquired a 10% equity interest in a wholesale company, Dai Cheong,
which has been in the business of importing and exporting Chinese and Asian specialty food and groceries for over 20 years. Dai Cheong,
which is owned by our Chairman and Chief Executive Officer, John Xu, specializes in identifying products that are popular among Asian-American consumers
but rarely found in mainstream stores. Furthermore, Dai Cheong has a well-established sourcing system and has formed an ecosystem
that integrates import, customs clearance and wholesale services. Without multi-layer intermediates, our retail supermarkets are
able to set such products at competitive prices, not only securing the supply of popular products, but boosting our operation profitability
as well.

 Superior Customer Propositions

 We implement stringent quality control procedures and processes across our supply chain, from procurement to inventory and logistics to ensure daily supply of the freshest products to our customers at competitive prices. At the store level we perform three rounds of quality control to each product on a daily basis:

 1.

 At the time of delivery, our delivery specialist performs comprehensive product checks to ensure product quality. If considerable amounts of product are not in saleable condition, we will request the return of such products or credits from the suppliers.

 2.

 As we move our products onto the shelves, our staff will perform a second round of quality control checks, and we do not place products that are damaged or otherwise unfit for sale on the supermarket shelves.

 3.

 After the close of business, we bring perishable, unsold products back to storage to ensure that they remain in saleable condition, and we consistently monitor the sell-by dates on dry good products to ensure that they remain in compliance.

 We perform extensive checks on products delivered to our stores prior to accepting them and return or reject any products that are damaged or expired.

 Our distributors utilize the cold chain supply method and vacuum sealing to keep perishable products such as meat and seafood fresh from the point of origin until it reaches our stores and to limit damage caused by fluctuating temperatures, air and moisture.

 Our produce distributors perform quality control checks prior to packaging and delivery to remove any products unsuitable for sale and additionally, much of the produce we sell is grown in greenhouses under controlled conditions.

 Targeting Popular Product Trends

 With our relationships with reputable suppliers
and distribution agents, we consistently update our product offerings to ensure our catalog stays competitive in the market and to reduce
unnecessary redundancy. In collaboration with our suppliers and distribution agents we consistently monitor social media and assess store
data to identify and subsequently offer products which are popular with our target consumers.

 Employees

 As of April 30, 2025, we had approximately 378 employees. Our employees
are not unionized nor, to our knowledge, are there any plans for them to unionize. We have never experienced a strike or significant work
stoppage. We consider our employee relations to be good. Minimum wage rates in some states have recently increased. For example, in Los
Angeles, the minimum wage rose from $14 per hour from 2021 to $15.50 per hour in 2023 and increased to $16 per hour starting from January
1, 2024; in Arizona, the minimum wage was $13.85 per hour in 2023, and increased to $14.35 per hour starting from January 1, 2024. Our
payroll and payroll tax expenses were $15.0 million and $7.4 million for the year ended April 30, 2025 and 2024, respectively.

 Our Growth Strategy

 Continue Building Center Satellite Stores Network

 Operation of Center Stores — We
have a successful record of operating our existing retail supermarkets and have been able to quickly turn distressed stores into profitable
assets. Based on our understanding of the retail grocery market and our history of successfully investing in and operating our existing
retail supermarkets, we have quickly identified what we believe to be the key weaknesses of acquired stores and have taken specific actions
designed to achieve profitability, such as reducing redundant product offerings, managing fresh produce, meat and seafood inventory to
reduce waste and tailoring inventory and product selection to more accurately match the needs of the population that shop at each of our
stores. We plan to acquire additional supermarkets to expand our footprint to both the West Coast and the East Coast.

 Opening Satellite Stores — We
currently own a 10% equity interest in the Alhambra Store, which we purchased from Grace Xu, spouse of John Xu, our chief executive officer.
We intend to acquire the remaining 90% interest in the Alhambra Store and operate the Alhambra Store as our first satellite store. Since
its opening, our management team has been involved with the operations and management of the Alhambra Store, utilizing our experience
in supermarkets. The Alhambra store is situated in a community with a large population of younger customers and will serve as an important
step in our targeting of this demographic as well as our plans to expand our center-satellite store model. We plan to open our satellite
stores to penetrate local communities and neighborhoods with larger populations of younger and diverse customers. When selecting locations,
we will also consider college towns and university neighborhoods in which there is a large Asian-American student population. The
satellite stores will serve as "community retail stores", offering ready-to-eat and ready-to-cook foods and groceries.

 Multi-Channel Initiatives

 We are exploring our multi-channel initiatives
including improving our in-store shopping experience, increasing and enhancing our mobile ordering with at-home delivery and
in-store pickup and broadening our social media presence. In addition, multi-channel solutions can help realize the user's
integration, price integration, inventory integration, price integration, marketing integration and orders integration:

 User integration means establishing a unique ID for each individual consumer which allows us to integrate their shopping experience across online and offline channels, and provide standardized services for these consumers based on the data that corresponds to their ID.

 Product integration means different sales channels can form integrated management of products. This implies that when sold on various online and offline channels, the same physical good has the same commodity code, and states language for life cycle management.

 Price integration means realizing a united price basis for the same product in different online and offline channels with the capability of synchronizing price changes across all channels, providing consumers with a convenient shopping experience without a price differentiation.

 Inventory integration means the realization of inventory sharing, flexible allocation, and inventory forecasting. The integration of data and services between different channels should realize inventory sharing between online and offline multi-channels. If incoming orders reduce the inventory of one online channel, other online channels will simultaneously synchronize this information. Meanwhile, since customers put certain items into their shopping cart without checking out, a certain amount of reserve inventory will be maintained by online channels.

 Marketing integration means promotional activities, coupons, and virtual assets can be synchronized or kept independent on online and offline channels, user scenarios can be complementary to each other to cater to user needs, and online and offline channels can synchronize marketing activities to enhance momentum building.

 Order integration means the realization of routing administration, multi-dimensional combination, and intelligent order splitting. During customers' shopping process, the order and logistics processing will be completed in different channels to be grouped as the most optimal choice in terms of time and location to achieve the fastest delivery speed and the best user experience.

 Our Multi-Channel and Consumer Coverage

 Partnership with JD.com

 In April 2021, we entered into a series of
agreements with JD E-commerce America Limited ("JD US"), the U.S. subsidiary of JD.com, Inc ("JD.com"), including the Collaboration
Agreement and Intellectual Property License Agreement (each as further described below).

 Overall, we believe the collaboration with JD.com
will help us improve our business in the following areas:

 Store Digital Transformation — New stores will utilize state-of-the-art devices and equipment. The devices, including PDAs and mobile checkout devices, tag printers, and laser scanners, will give the staff flexibility while working in stores. Meanwhile, devices such as the laser scanners and tag printers will enable us to upload data digitally to the connected servers for back-end management and analysis.

 Store layouts will also be updated based on the thorough
analysis performed by JD.com through years of massive data collection and analysis. The purpose is to design the store in a scientific
way, including section arrangement, self-checkout POS locations, and shelf location deployment to optimize the in-store traffic
route and to improve the shopping experience.

 Newly-designed app that is product centric — JD.com will lead the design and implementation of a new mobile app to serve our customers both online and offline which will include flash sales, daily special promotions, ranking sales and popularity trends, providing customers with targeted recommendations and a calendar of promotional events.

 The new mobile app will support year-round promotions
based on events, holidays and products. With target customers in mind, the app is designed not only to be used as a shopping app, but
also a social platform for people to share their unique experience. The social elements include top-ranked / popular items, gourmet
sharing, review and tasting, store exploration, and product unbox reviews.

 Cloud-based server with connected data — With JD.com's help, we will move our back-end operations fully online via cloud-based servers. This will connect data from all stores together for the management to have a holistic view of performance of the brand. Traditionally, each store has its own data, limiting connectivity with other stores and making it hard for management to have a comprehensive view. The connected data will also help the Company to find and create synergies between stores, analyze data in larger scale and identify bulk order opportunities for potential price benefits. With this connected data, we believe we will be able to update inventory, sales, products, consumer traffic, logistics, and delivery stats between stores and between online and offline in real time. This will give us the opportunity not just to operate stores, but to operate a 360-degree retail business with optimizing cost efficiency.

 Smart warehousing and logistics technology — By partnering with JD.com, we will be able to use big data analytics and artificial intelligence to explore warehousing automation solutions which we believe will allow us to achieve lean management of storage, improvement of production efficiency and reduction of operating costs through the use of fully automated warehouses that require limited human intervention. For supply chains, we aim to visualize supply chain health status with the JD.com partnership. The effective adjustment of resources can be made in time to maintain the efficiency and further reduce the cost. We would also be able to optimize distribution routes and vehicle routes via continued data collection and analysis in the target areas and improve the delivery time and user satisfaction. Lastly, we would establish satellite distribution stations for different consumer groups, such as student concentrated areas. The satellite distribution stations can speed up last mile delivery.

 Introduction to more popular products — JD.com is the leading retail and e-commerce platform in China and a global ambassador for many world-renowned brands. The partnership with JD.com will allow us to introduce many boutique brand products popular in Asia to our existing and target markets. With Maison's mature retail network and the fast-growing customer base in the United States, more overseas boutique products are expected to be imported to the United States for the benefit of American consumers.

 Collaboration Agreement

 On April 19, 2021, JD US, the U.S. subsidiary of JD.com, and Maison entered into a Collaboration Agreement (the "Collaboration
Agreement"). Under the Collaboration Agreement, JD US has agreed to provide the following services to us for fees:

 Stage 0 — the Consultancy Services including: (i) consideration and assessment of our business nature; (ii) information and standards, and analysis and study of feasibility of omni channel retailing of our business; and (iii) preparation and delivery of feasibility plan of omni channel retailing of our stores;

 Stage 1 — the Initialization Services, including initializing the feasibility plan, digitalization of our stores, delivery of online retailing and e-commerce business and operational solutions for the stores with omni channels;

 Stage 2 — the Implementation Services, including product and merchandise supply chain configuration, staff training for operation and management of the digital solutions, installation and configuration of hardware, customization of software, concept design and implementation; and

 Stage 3 — the Platform Services, including providing actual operation and management of the store upon delivery and necessary support services.

 Intellectual Property License Agreement

 Simultaneously with the effectiveness of the Collaboration
Agreement, JD US and Maison entered into an Intellectual Property License Agreement (the "Intellectual Property License")
outlining certain trademarks, logos and designs, and other intellectual property rights used in connection with the retail supermarket
operations outlined in the Collaboration Agreement. Under the Intellectual Property License, JD US granted us a ten-year limited,
non-exclusive, non-transferable, non-sublicensable license in the State of California to:

 use the brand consisting of a combination of certain marks of JD.com (the "JD.com Marks") and certain marks of ours in such forms to be agreed upon by mutual written consent of us and JD US (the "Co-Brand");

 use the JD.com Marks, but only as incorporated into the Co-Brand; and

 use, copy and distribute any design or embodiment of the brand image or visual identity by which the Co-Brand will be known to the public, including any design of store layout, signage, advertising and marketing materials, consumer communications, artworks, webpages, mobile app content, and other materials that JD US may provide to us, in all cases solely in connection with our operation and promotion of our retail supermarket stores in the State of California as approved by JD US, and the products and goods and the related services offered and sold in such stores.

 Trademarks

 " HK GOOD FORTUNE SUPERMARKET"
and the stylized wording of "GOOD FORTUNE" is our self-owned trademark and was registered with the United States
Patent and Trademark Office on December 20, 2022. Such trademark is currently the brand of our four retail supermarkets located in California
and may also cover other supermarkets that we acquire in the future. We consider our trademark to be a valuable asset that diversifies
customer's value alternatives, a useful strategy to enhance profit margins and an important way to establish and protect our brand
in a competitive environment. We are not currently in any trademark disputes with any third party.

 Insurance

 We use a combination of insurance and self-insurance to
provide coverage for potential liability for worker's compensation, automobile and general liability, product liability, employee
health care benefits and other casualty and property risks. Changes in legal trends and interpretations, variability in inflation rates,
changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, insolvency or insurance
carriers, and changes in discount rates could all affect ultimate settlements of claims. We evaluate our insurance requirements on an
ongoing basis to ensure that our insurance programs maintain adequate levels of coverage.

 Regulation

 As a supermarket retailer, we are subject to numerous
health and safety laws and regulations. Our suppliers are also subject to such laws and regulations. These laws and regulations apply
to many aspects of our business, including the manufacturing, packaging, labeling, distribution, advertising, sale, quality and safety
of products we sell, as well as the health and safety of our team members and the protection of the environment. We are subject to regulation
by various government agencies, including the U.S. Food and Drug Administration (the "FDA"), the U.S. Department of Agriculture
(the "USDA"), the Federal Trade Commission (the "FTC"), the Occupational Safety and Health Administration ("OSHA"),
the Consumer Product Safety Commission (the "CPSC"), the Environmental Protection Agency (the "EPA"), as well
as various state and local agencies.

 New or revised government laws and regulations,
as well as increased enforcement by government agencies, could result in additional compliance costs and civil remedies. An example is
the FDA Food Safety Modernization Act (referred to as "FSMA"), passed in January 2011, which grants the FDA greater authority
over the safety of the national food supply. Specifically, the FSMA requires the FDA to issue regulations mandating that risk-based preventive
controls be observed by the majority of food producers. This authority applies to all domestic food facilities and, by way of imported
food supplier verification requirements, to all foreign facilities that supply food products. In addition, the FSMA requires the FDA to
establish science-based minimum standards for the safe production and harvesting of produce, requires the FDA to identify "high
risk" foods and "high risk" facilities, and instructs the FDA to set goals for the frequency of FDA inspections of such
high risk facilities as well as non-high risk facilities and foreign facilities from which food is imported into the United States.

 With respect to both food and dietary supplements,
the FSMA meaningfully augments the FDA's ability to access producer's and supplier's records. This increased access
could permit the FDA to identify areas of concern it had not previously considered to be problematic either for us, our producers or our
suppliers. The FSMA is also likely to result in enhanced tracking and tracing of food requirements and, as a result, added recordkeeping
burdens upon our producers and suppliers. In addition, under the FSMA, the FDA has the authority to inspect certifications and therefore
evaluate whether foods and ingredients from our producers and suppliers are compliant with the FDA's regulatory requirements. Such
inspections may delay the supply of certain products or result in certain products being unavailable to us for sale in our stores.

 The FDA has broad authority to enforce the provisions
of the Federal Food, Drug and Cosmetic Act applicable to the safety, labeling, manufacturing and promotion of foods, including powers
to issue a public warning letter to a company, publicize information about illegal products, institute an administrative detention of
food, request or order a recall of illegal products from the market, and request the Department of Justice to initiate a seizure action,
an injunction action or a criminal prosecution in the U.S. courts. Pursuant to the FSMA, the FDA also has the power to refuse the import
of any food that is not appropriately verified as in compliance with all FDA laws and regulations. Moreover, the FDA has the authority
to administratively suspend the registration of any facility producing food, including supplements, deemed to present a reasonable probability
of causing serious adverse health consequences.

 In connection with the marketing and advertisement
of products we sell, we could be the target of claims relating to false or deceptive advertising, including under the auspices of the
FTC and the consumer protection statutes of some states. These events could interrupt the marketing and sales of products in our stores,
severely damage our brand reputation and public image, increase the cost of products in our stores, result in product recalls or litigation,
and impede our ability to deliver merchandise in sufficient quantities or quality to our stores, which could result in a material adverse
effect on our business, financial condition and results of operations.

 We are also subject to laws and regulations more
generally applicable to retailers, including labor and employment, taxation, zoning and land use, environmental protection, workplace
safety, public health, community right-to-know and alcoholic beverage sales. Certain local regulations may limit our ability to sell
alcoholic beverages at certain times. Our stores are subject to unscheduled inspections on a regular basis, which, if violations are found,
could result in the assessment of fines, suspension of one or more needed licenses and, in the case of repeated "critical"
violations, closure of the store until a re-inspection demonstrates that we have remediated the problem. The buildings in which some
stores are located are old and therefore require greater maintenance expenditures by us in order to maintain them in compliance with applicable
building codes. If we are unable to maintain these stores in compliance with applicable building codes, we could be required by the building
department to close them. Additionally, a number of federal, state and local laws impose requirements or restrictions on business owners
with respect to access by disabled persons. Our compliance with these laws may result in modifications to our properties, or prevent us
from performing certain further renovations Furthermore, our new store openings could be delayed or prevented or our existing stores could
be impacted by difficulties or failures in our ability to obtain or maintain required approvals or licenses.

 In addition, we are subject to environmental laws
pursuant to which we could be held responsible for all of the costs relating to any contamination at our or our predecessors' past
or present facilities and at third-party waste disposal sites, regardless of our knowledge of, or responsibility for, such contamination.
We are also subject to laws governing our relationship with employees, including minimum wage requirements, overtime, working conditions,
immigration, and work permit requirements.

 As is common in our industry, we rely on our suppliers
and contract manufacturers to ensure that the products they manufacture and sell to us comply with all applicable regulatory and legislative
requirements. In general, we seek certifications of compliance, representations and warranties, indemnification and/or insurance from
our suppliers and contract manufacturers. However, even with adequate insurance and indemnification, any claims of non-compliance could
significantly damage our reputation and consumer confidence in our products. In order to comply with applicable statutes and regulations,
our suppliers and contract manufacturers have from time to time reformulated, eliminated or relabeled certain aspects of their products
and we have revised certain provisions of our sales and marketing program.

 We cannot predict the nature of future laws, regulations,
interpretations or applications, or determine what effect either additional government regulations or administrative orders, when and
if promulgated, or disparate federal, state and local regulatory schemes would have on our business in the future. They could, however,
increase our costs or require the reformulation of certain products to meet new standards, recall or discontinue certain products not
able to be reformulated, impose additional recordkeeping, expand documentation of the properties of certain products, expand or require
different labeling based on scientific substantiation.

 Corporate Information

 We were founded in July 2019 as Maison International,
Inc., an Illinois corporation, with our principal place of business in California. Immediately upon formation, the Company acquired three
retail Asian supermarkets in Los Angeles, California and subsequently rebranded them as "HK Good Fortune Supermarkets" or
"Hong Kong Supermarkets." In September 2021, the Company was reincorporated in the State of Delaware as a corporation registered
under the laws of the State of Delaware and renamed "Maison Solutions Inc."

 Our corporate headquarters are located in Monterey
Park, California. Maison has six retail supermarkets in San Gabriel, California, Monrovia, California, Monterey Park, California, Chandler,
Arizona, Peoria, Arizona and Tucson, Arizona.

 We are a "smaller reporting company"
as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or (the "Exchange Act"), and have elected to
take advantage of certain aspects of the scaled disclosure available for smaller reporting companies.

 Information
About Our Executive Officers

 Set forth below is information concerning our current
executive officers and directors.

 Name

 Age

 Position(s)

 John Xu

 President and Chief Executive Officer and Chairman of the Board

 Alexandria M. Lopez

 Chief Financial Officer and Director

 Mark Willis

 Bin Wang

 Dr. Xiaoxia Zhang

 Tao Han

 Chief Operating Officer

 There are no family relationships between our executive
officers and members of our Board.

 Backgrounds of Current Executive Officers and Directors

 Set forth below is information concerning our current
executive officers and directors identified above.

 John Xu has served as Director, President
and Chief Executive Officer of the Company since 2019. Mr. Xu has served as Director and President of J&C International Group
LLC, a cross-border investment firm since 2013. From 2009 to 2020, Mr. Xu also served as Director and President of Ideal City
Realty, LLC, a real estate investment firm. Mr. Xu has extensive experience in business operations, investment and strategic management
and retail enterprises, with a keen market sense and deep understanding of cross-border investment environment.

 We believe Mr. Xu's qualifications to serve
on our board of directors include his perspective and experience building and leading our Company as the founder and Chief Executive Officer
and his extensive experience in business, strategic development and implementation.

 Alexandria M. Lopez has served as a member
of our board of directors and has been the Chief Financial Officer of the Company since 2019. Ms. Lopez previously served as Chief Financial
Officer and Vice President of J&C International Group LLC, a position she has held from 2014 to 2023. Ms. Lopez has over 10 years
of financial and accounting experience. Ms. Lopez received a B.A. in Accounting from the University of Phoenix.

 We believe Ms. Lopez's qualifications to
serve on our board of directors include her knowledge of our Company and her extensive management experience at our Company.

 Mark Willis has served as a member of our
board of directors since June 2023. Mr. Willis is the founder and Chief Executive Officer of ParQuest Consulting, which he founded
in 2015. Mr. Willis previously served as a member of the transition team of New York City Mayor Eric Adams from 2021 to 2022. Prior
to these roles, Mr. Willis served in various roles at Morgan Stanley Wealth Management, from 1998 to 2015. Mr. Willis has a
BBA in Finance and Investments from Baruch College and an MBA with a concentration computer methodology from the Baruch College Graduate
School of Business.

 We believe Mr. Willis's qualifications to
serve on our board of directors include his substantial experience in business management and finance as well as his expertise and resources
in financial services.

 Bin Wang has served as a member of our board
of directors since June 2023. Mr. Wang is the Managing Director of Eon Capital International Ltd, a Hong Kong-incorporated corporate
advisory service company since 2007. Mr. Wang also serves as a member of the board of directors of Fly-E Group, Inc. (NASDAQ: FLYE) since
May 2024. He also acted as the Chairman and Chief Executive Officer of Alberton Acquisition Corp. (ALAC), a NASDAQ listed company from
2018 to 2020. From 2010 to 2012, he served as Independent Board Director of Sky Digital Stores Corp. (SKYC), participating in the company's
a public listing process. Mr. Wang began his financial career in 1994 with Chemical Bank, as market segment manager for developing
the bank's commercial banking business in the US domestic Asian market. He then served as Vice President and Team Leader of Chase
International Financial Services after Chemical Bank's merger into Chase in 1996 and later combination into JP Morgan Chase in 2000.
He continued his service at JP Morgan Chase with a broad range of management responsibilities in the development and growth of the bank's
international business until 2006. Mr. Wang graduated from Northwestern Polytechnic University in 1980, received his M.S. degree
in Mechanical Engineering from Xi'an Jiaotong University in 1983 and he obtained his M.A. in economics from Illinois State University
in 1992. Mr. Wang has over 30 years of management experience in financial industry and has provided his financial advisory services
to dozens of corporate clients in both the United States and Asia.

 We believe Mr. Wang's qualifications to serve
on our board of directors include his substantial experience in business management as well as his expertise and resources in financial
services.

 Dr. Xiaoxia Zhang has served as a member
of our board of directors since June 2023. Dr. Zhang serves as a consultant for a number of Chinese companies with U.S. operations, focusing
on strategy, resourcing, technology and supply chain management. Her clients include Yangfang Shengli Catering, which she helped to grow
from its origins as a street vendor to a full-industry-chain company that specializes in hala catering, food processing, packaging,
central kitchen and restaurants, and to expand its footprint in the New York and California markets. Dr. Zhang also advises Shanxi Hongtong
Fenghe Agroforestr, where she helped to develop its signature product, "Yulu Fragrant Pear", which is known as the "King
of Chinese Pears" and to streamline the company's supply chain process, increasing company efficiency and profitability. Dr.
Zhang also serves as Deputy Director at Renmin University of China Lifelong Learning Center, a position she has held since 2014. She previously
served as Chairwoman at Zhongguancun Dongsheng New Urbanization Industry Alliance from 2016 to 2020 and Vice Dean at Tianjin Bohai Urban
Development Research Institute from 2011 to 2021. Dr. Zhang received her Doctoral Degree in environment science from Peking University
in 2004.

 We believe Dr. Zhang's qualifications to
serve on our board of directors include her substantial experience in consulting and supply chain management and development as well as
her experience with growth stage companies.

 Tao Han has served as our Chief Operating
Officer since October 2023. Since October 2020, Mr. Han has served as the general manager of our stores located in San Gabriel
and Monrovia. Prior to 2020, Mr. Han has served various managerial positions in retail supermarkets for more than 10 years.
From 2017 to 2020, Mr. Han was a marketing manager for Hema Fresh in Beijing. From 2011 to 2017, Mr. Han served as administrative
manager of Yonghui Supermarket, a public retail company in China. From 2001 to 2011, he was the Head of Management of Iko-Yokato Beijing.

 Available Information

 Our Internet website is www.maisonsolutionsinc.com.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed or furnished
pursuant to Sections 13(a) and 15(d) of the Exchange Act are available, free of charge, under the Investor Relations tab of our website
as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Additionally, the SEC maintains
a website located at www.sec.gov that contains the information we file or furnish electronically with the SEC.

 ITEM 1A. RISK FACTORS

 Investing in our Class A common stock involves
a high degree of risk. Investors should carefully consider the risks described below and all of the other information set forth in this
Annual Report on Form 10-K, including our financial statements and related notes and "Management's Discussion and Analysis
of Financial Condition and Results of Operations," before deciding to invest in our Class A common stock. If any of the events or
developments described below occur, our business, financial condition, or results of operations could be materially or adversely affected.
As a result, the market price of our Class A common stock could decline, and investors could lose all or part of their investment.

 Risks Related to Our Business

 There is no guarantee that our center-satellite model
will succeed.

 We currently manage and operate seven traditional
Asian supermarkets, which will be the center stores in our center-satellite business model. We currently own a 10% equity interest
in the Alhambra Store and intend to acquire the remaining 90% of the equity interest. We intend to operate the Alhambra Store as our first
satellite store. Our center-satellite store network model is new, and we cannot guarantee that our intended center-satellite model
will succeed.

 We may not be able to successfully implement our growth strategy
on a timely basis or at all. Additionally, new stores may place a greater burden on our existing resources and adversely affect our existing
business.

 Our continued growth depends, in large part, on
our ability to open new stores and to operate those stores successfully. Successful implementation of this strategy depends upon, among
other things:

 the identification of suitable sites for store locations;

 the negotiation and execution of acceptable lease terms;

 the ability to continue to attract customers to our stores largely through favorable word-of-mouth publicity, rather than through conventional advertising;

 the hiring, training and retention of skilled store personnel;

 the identification and relocation of experienced store management personnel;

 the ability to secure and manage the inventory necessary for the launch and operation of our new stores and effective management of inventory to meet the needs of our stores on a timely basis;

 the availability of sufficient levels of cash flow or necessary financing to support our expansion; and

 the ability to successfully address competitive merchandising, distribution and other challenges encountered in connection with expansion into new geographic areas and markets.

 We, or our third-party vendors, may not be able
to adapt our distribution, management information and other operating systems to adequately supply products to new stores at competitive
prices so that we can operate the stores in a successful and profitable manner. We cannot assure you that we will continue to grow through
new store openings. Additionally, our proposed expansion will place increased demands on our operational, managerial and administrative
resources. These increased demands could cause us to operate our existing business less effectively, which in turn could cause deterioration
in the financial performance of our existing stores. Further, new store openings in markets where we have existing stores may result in
reduced sales volumes at our existing stores in those markets. If we experience a decline in performance, we may slow or discontinue store
openings, or we may decide to close stores that we are unable to operate in a profitable manner. If we fail to successfully implement
our growth strategy, including by opening new stores, our business and financial condition and operating results may be adversely affected.

 The terms of our debt financing arrangements may restrict our
current and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations.

 We are a borrower under certain bank loans and
loans from the U.S. Small Business Administration (the "SBA") in the aggregate amount of approximately $2.62 million as of
April 30, 2025. These debt financing arrangements contain, and any additional debt financing we may incur would likely contain, covenants
that restrict our ability to, among other things: grant liens; incur additional debt; pay dividends on our Class A common stock; redeem
our Class A common stock; make certain investments; engage in certain merger, consolidation or asset sale transactions; entering into
certain type of transactions with affiliates; pay subordinated debt; purchasing or carrying margin stock; make changes in nature of business;
make certain dispositions; guarantee the debts of others; and form joint ventures or partnerships.

 Further, failure to comply with the covenants under
our debt financing arrangements may have a material adverse impact on our operations. If we fail to comply with any of the covenants under
our indebtedness, and are unable to obtain a waiver or amendment, such failure may result in an event of default under our indebtedness.

 There is no guarantee that our partnership with JD US will be
successful.

 In April 2021, we entered into a series of
agreements with JD US. Under these agreements, we and JD US agreed that JD US will assist us in upgrading our store management system
and improving our product inventory with JD.com's first tier product sourcing capacity in China. We also expect to benefit from
JD.com's brand name by co-branding our new stores. However, our partnership with JD US is at a very early stage and our success
will depend on the long term cooperation with JD US. There is no guarantee that JD US will not terminate its cooperation with us
before our business cooperation comes to fruition and there is no guarantee that our business cooperation will come to a successful fruition.
Pursuant to our Collaboration Agreement with JD US, either party may terminate the Collaboration
Agreement by giving notice in writing to the other party if the other party commits a material breach of agreement or the other party
suffers an Insolvency Event (as defined in the Collaboration Agreement).

 Our new store base, or stores opened or acquired in the future,
may negatively impact our financial results in the short-term, and may not achieve sales and operating levels consistent with our
mature store base on a timely basis or at all and may negatively impact our business and financial results.

 We have actively pursued new store growth in existing
and new markets and plan to continue doing so in the future. Our growth continues to depend, in part, on our ability to open and operate
new stores successfully. New stores may not achieve sustained sales and operating levels consistent with our mature store base on a timely
basis or at all. This may have an adverse effect on our financial condition and operating results. In addition, if we acquire stores in
the future, we may not be able to successfully integrate those stores into our existing store base and those stores may not be profitable
or as profitable as our existing stores.

 We cannot assure you that our new store openings
will be successful or result in greater sales and profitability for the Company. New stores build their sales volume and their customer
base over time and, as a result, generally have lower gross margins and higher operating expenses as a percentage of net sales than our
more mature stores. There may be a negative impact on our results from a lower contribution of new stores, along with the impact of related
pre-opening and applicable store management relocation costs. Further, we have experienced in the past, and expect to experience
in the future, some sales volume transfer from our existing stores to our new stores as some of our existing customers switch to new,
closer locations. Any failure to successfully open and operate new stores in the time frames and at the costs estimated by us could result
in an adverse effect on our business and financial condition, operating results and a decline of the price of our Class A common
stock.

 Because we have entered into a significant number of related
party transactions through the course of our routine business operations, there is a risk of conflicts of interest involving our management,
and that such transactions may not reflect terms that would be available from unaffiliated third parties.

 In the course of our normal business, we have engaged
in certain transactions with our related parties which are affiliated with our Chairman and Chief Executive Officer, John Xu, and his
wife Grace Xu. In all related party transactions, there is a risk that even if the Company personnel negotiating on behalf of the Company
with the related party are striving to ensure that the terms of the transaction are arms-length, the related party's influence may
be such that the transaction terms could be viewed as favorable to that related party. We are likely to continue to engage in these transactions
as a result of existing relationships and may enter into new transactions with related parties. It is possible that we could have received
more favorable terms had these agreements been entered into with third parties. See " Certain Relationships and Related Party
Transactions " for specific information about our related party transactions.

 Security incidents and attacks on our information technology
systems could lead to significant costs and disruptions that could harm our business, financial results, and reputation.

 We rely extensively on information technology systems
to conduct our business, some of which are managed by third-party service providers. Information technology supports several aspects of
our business, including among others, product sourcing, pricing, customer service, transaction processing, financial reporting, collections
and cost management. Our ability to operate effectively on a day-to-day basis and accurately report our results depends on a solid technological
infrastructure, which is inherently susceptible to internal and external threats. We are vulnerable to interruption by power loss, telecommunication
failures, internet failures, security breaches and other catastrophic events. Exposure to various types of cyber-attacks such as malware,
computer viruses, worms or other malicious acts, as well as human error, could also potentially disrupt our operations or result in a
significant interruption in the delivery of our goods and services.

 Risks Related to Our Industry

 We face competition in our industry, and our failure to compete
successfully may have an adverse effect on our profitability and operating results.

 Food retail is a competitive industry. Our competition varies and includes
national, regional and local conventional supermarkets, national superstores, alternative food retailers, natural foods stores, smaller
specialty stores, farmers' markets, supercenters, online retailers, mass or discount retailers and membership warehouse clubs. Our
principal competitors include 99 Ranch Market and H Mart for traditional supermarkets and Weee! for online groceries. Each of these stores
competes with us on the basis of product selection, product quality, customer service, price, store format, and location, or a combination
of these factors. In addition, some competitors are aggressively expanding their number of stores or their product offerings. Many of
these competitors may have been in business longer or may have more experience operating multiple store locations or may have greater
financial or marketing resources than we do and may be able to devote greater resources to sourcing, promoting and selling their products.
As competition in certain areas intensifies or competitors open stores within close proximity to one of our stores, our results of operations
may be negatively impacted through a loss of sales, decrease in market share, reduction in margin from competitive price changes or greater
operating costs. In addition, other established food retailers could enter our markets, increasing competition for market share.

 Our inability to maintain or improve levels of comparable store
sales could cause our stock price to decline.

 We may not be able to maintain or improve the levels
of comparable store sales that we have experienced in the recent past. As a result, our operating results may decline resulting in a corresponding
decline in the market price of our Class A common stock. Our store sales may fluctuate and a variety of factors affect comparable
store sales, including:

 general economic conditions;

 the impact of new and acquired stores entering into the comparable store base;

 the opening of new stores that eroded store sales in existing areas;

 increased competitive activity;

 price changes in response to competitive factors;

 possible supply shortage;

 consumer preferences, buying trends and spending levels;

 product price inflation and deflation;

 the number and dollar amount of customer transactions in our stores;

 cycling against any year of above-average sales results;

 our ability to provide product offerings that generate new and repeat visits to our stores;

 the level of customer service that we provide in our stores;

 our price optimization initiative;

 our in-store merchandising-related activities;

 our ability to source products efficiently; and

 the number of stores we open in any period.

 Increased commodity prices and availability may impact profitability.

 Many products we sell include ingredients such
as wheat, corn, oils, milk, sugar, cocoa and other commodities. Commodity prices worldwide have been increasing due to supply chain disruptions,
the war in Ukraine or otherwise. Any increase in commodity prices may cause our vendors to seek price increases from us. We cannot assure
you that we will be able to mitigate vendor efforts to increase our costs, either in whole, or in part. In the event we are unable to
continue mitigating potential vendor price increases, we may, in turn, consider raising our prices, and our customers may be deterred
by any such price increases. Our profitability may be impacted through increased costs to us which may impact gross margins, or through
reduced revenue as a result of a decline in the number and average size of customer transactions.

 Economic conditions that impact consumer spending could materially
affect our business.

 Our results of operations may be materially affected
by changes in overall economic conditions that impact consumer confidence and spending, including discretionary spending. This risk may
be exacerbated if customers choose lower-cost alternatives in response to economic conditions. Current and/or future economic conditions
affecting disposable consumer income such as employment levels, business conditions, changes in housing market conditions, the availability
of credit, interest rates, tax rates, fuel and energy costs and other matters could reduce consumer spending. In addition, increases in
utility, fuel and commodity prices could affect our cost of doing business by increasing the cost of illuminating and operating our stores
and the transportation costs borne by our third-party service providers, which they may seek to recover through increased prices
charged to us. We may not be able to recover these rising costs through increased prices charged to our customers and these increased
prices may exacerbate the risk of customers choosing lower-cost alternatives. In addition, recent increases in inflation have directly
impacted our purchase costs, occupancy costs and payroll costs leading us to increase prices to offset these inflationary pressures. Continued
increase in inflationary pressures, combined with reduced consumer spending, could reduce gross profit margins. As a result, our business,
financial condition and results of operations could be materially and adversely affected.

 Our inability to maintain or increase our operating margins could
adversely affect the price of our Class A common stock.

 We intend to continue to increase our operating
margins through scale efficiencies, improved systems, continued cost discipline and enhancements to our merchandise offerings. If we are
unable to successfully manage the potential difficulties associated with store growth, we may not be able to capture the scale efficiencies
that we expect from expansion. If we are not able to continue to capture scale efficiencies, improve our systems, continue our cost discipline,
maintain appropriate store labor level and disciplined product selection, and enhance our merchandise offerings, we may not be able to
achieve our goals with respect to operating margins. In addition, if we do not adequately refine and improve our various ordering, tracking
and allocation systems, we may not be able to increase sales and reduce inventory shrinkage. As a result, our operating margins may remain
flat or decline, which could materially and adversely affect business, financial condition, results of operations and, in turn, the price
of our Class A common stock.

 We may be unable to protect or maintain our intellectual property,
including HK Good Fortune, which could result in customer confusion and adversely affect our business.

 We rely on a combination of trademark, trade secret,
copy right and domain name law and internal procedures and nondisclosure agreements to protect our intellectual property. We believe that
our intellectual property has substantial value and has contributed significantly to the success of our business. In particular, our trademarks,
including our registered trade name "HK GOOD FORTUNE SUPERMARKET" and registered trademarks consisting of the stylized wording
of "GOOD FORTUNE", and our domain names, including  are valuable assets that reinforce
our customers' favorable perception of our stores. However, there can be no assurance that our intellectual property rights will
be sufficient to distinguish our products and services from those of our competitors and to provide us with a competitive advantage.

 Our success depends upon our ability to source and market new
products to meet our high standards and customer preferences and our ability to offer our customers an aesthetically pleasing shopping
environment.

 Our success depends on our ability to source and
market new products that both meet our standards for quality and appeal to customers' preferences. A small number of our employees,
including our in-house merchants, are primarily responsible for both sourcing products that meet our high specifications and identifying
and responding to changing customer preferences. Failure to source and market such products, or to accurately forecast changing customer
preferences, could lead to a decrease in the number of customer transactions at our stores and a decrease in the amount customers spend
when they visit our stores. In addition, the sourcing of our products is dependent, in part, on our relationships with our vendors. If
we are unable to maintain these relationships we may not be able to continue to source products at competitive prices that both meet our
standards and appeal to our customers. We also attempt to create a pleasant and aesthetically appealing shopping experience. If we are
not successful in creating a pleasant and appealing shopping experience we may lose customers to our competitors. If we do not succeed
in maintaining good relationships with our vendors, introducing and sourcing new products that consumers want to buy or if we are unable
to provide a pleasant and appealing shopping environment or maintain our level of customer service, our sales, operating margins and market
share may decrease, resulting in reduced profitability, which could materially and adversely affect our business, financial condition
and results of operations.

 If we are unable to successfully identify market trends and react
to changing consumer preferences in a timely manner, our sales may decrease.

 We believe our success depends, in substantial
part, on our ability to:

 anticipate, identify and react to grocery and food trends and changing consumer preferences in a timely manner;

 translate market trends into appropriate, saleable product and service offerings in our stores before our competitors do; and

 develop and maintain vendor relationships that provide us access to the newest merchandise on reasonable terms.

 If we are unable to anticipate and satisfy consumer
preferences in the regions where we operate, our sales may decrease, which could have a material adverse effect on our business, financial
condition and results of operations and, in turn, the price of our Class A common stock.

 Our stores rely heavily on sales of perishable products, and
product supply disruptions may have an adverse effect on our profitability and operating results.

 We have a significant focus on perishable products.
Sales of perishable products accounted for approximately 51.4% and 54.0% of our total sales in fiscal years 2025 and 2024, respectively.
We rely on various suppliers and vendors to provide and deliver our perishable product inventory on a continuous basis. We could suffer
significant product inventory losses in the event of the loss of a major supplier or vendor, disruptions of our distribution network,
extended power outages, natural disasters such as floods, droughts, frosts, earthquakes, hurricanes and pestilences or other catastrophic
occurrences. Adverse weather conditions and natural disasters can lower crop yields and reduce crop size and quality, which in turn could
reduce the available supply of, or increase the price of, fresh produce. We have implemented certain systems to ensure our ordering is
in line with demand. We cannot assure you, however, that our ordering system will always work efficiently, in particular in connection
with the opening of new stores, which have no, or a limited, ordering history. If we were to over-order, which could result in inventory
losses, or otherwise were not able to maintain inventory suitable for our business needs, it would materially and negatively impact our
operating results.

 Products we sell could cause unexpected side effects, illness,
injury or death that could result in their discontinuance or expose us to lawsuits, either of which could result in unexpected costs and
damage to our reputation.

 There is increasing governmental scrutiny of and
public awareness regarding food safety. Unexpected side effects, illness, injury, or death caused by products we sell could result in
the discontinuance of sales of these products or prevent us from achieving market acceptance of the affected products. Such side effects,
illnesses, injuries and death could also expose us to product liability or negligence lawsuits for which we do not have adequate insurance
coverage. Any claims brought against us may exceed our existing or future insurance policy coverage or limits. Any judgment against us
that is in excess of our policy limits would have to be paid from our cash reserves, which would reduce our capital resources. The real
or perceived sale of contaminated or harmful products would cause negative publicity regarding our company, brand, or products, which
could in turn harm our reputation and net sales, and could have a material adverse effect on our business, results of operations or financial
condition and, in turn, the price of our Class A common stock.

 We may experience negative effects to our reputation from real
or perceived quality or health issues with our food products, which could have an adverse effect on our operating results.

 We could be materially and adversely affected if
consumers lose confidence in the safety and quality of products we sell. Concerns regarding the safety of our food products or the safety
and quality of our food supply chain could cause shoppers to avoid purchasing certain products from us, or to seek alternative sources
of food, even if the basis for the concern is outside of our control. In addition, adverse publicity about these concerns, whether or
not ultimately based on fact, and whether or not involving products sold at our stores, could discourage consumers from buying our products
and have an adverse effect on our operating results. Furthermore, the sale of food products entails an inherent risk of product liability
claims, product recall and the resulting negative publicity. Food products containing contaminants could be inadvertently distributed
by us and, if processing at the consumer level does not eliminate them, these contaminants could result in illness or death. We cannot
assure you that product liability claims will not be asserted against us or that we will not be obligated to perform product recalls in
the future.

 Any lost confidence on the part of our customers
would be difficult and costly to re-establish. Any such adverse effect could be exacerbated by our position in the market as a purveyor
of fresh, high-quality food products and could significantly reduce our brand value. Issues regarding the safety of any food items
sold by us, regardless of the cause, could have a substantial and materially adverse effect on our sales and operating results.

 The current geographic concentration of our stores creates an
exposure to local economies, regional downturns or severe weather or catastrophic occurrences that may materially and adversely affect
our financial condition and results of operations.

 We currently operate four of our stores in the
Los Angeles, California metropolitan area and three of our stores in the greater Phoenix and Tucson, Arizona metro areas. As a result,
our business is currently more susceptible to regional conditions than the operations of more geographically diversified competitors,
and we are vulnerable to economic downturns in those regions. Any unforeseen events or circumstances that negatively affect these areas
could materially and adversely affect our revenues and profitability. These factors include, among other things, changes in demographics,
population and employee bases, wage increases, and changes in economic conditions.

 Severe weather conditions and other catastrophic
occurrences such as earthquakes and fires in areas in which we have stores or from which we obtain products may materially and adversely
affect our results of operations. Such conditions may result in reduced customer traffic and spending in our stores, physical damage to
our stores, loss of inventory, closure of one or more of our stores, inadequate work force in our markets, temporary disruption in the
supply of products, delays in the delivery of goods to our stores and a reduction in the availability of products in our stores. Any of
these factors may disrupt our business and materially and adversely affect our business and financial condition and result of operations.

 Energy costs are an increasingly significant component of our
operating expenses and increasing energy costs, unless offset by more efficient usage or other operational responses, may impact our profitability.

 We utilize natural gas, water, sewer and electricity
in our stores and gasoline and diesel are used in trucks that deliver products to our stores. We may also be required to pay certain adjustments
or other amounts pursuant to our supply and delivery contracts in connection with increases in fuel prices. Increases in energy costs,
whether driven by increased demand, decreased or disrupted supply or an anticipation of any such events will increase the costs of operating
our stores. Our shipping costs have also increased recently due to rising fuel and freight prices, and these costs may continue to increase.
We may not be able to recover these rising costs through increased prices charged to our customers, and any increased prices may exacerbate
the risk of customers choosing lower-cost alternatives. In addition, if we are unsuccessful in attempts to protect against these
increases in energy costs through long-term energy contracts, improved energy procurement, improved efficiency and other operational
improvements, the overall costs of operating our stores will increase, which would impact our profitability, financial condition and results
of operations.

 Our business could be harmed by a failure of our information
technology, administrative or outsourcing systems.

 We rely on our information technology, administrative
and outsourcing systems to effectively manage our business data, communications, supply chain, order entry and fulfillment and other business
processes. The failure of our information technology, administrative or outsourcing systems to perform as we anticipate could disrupt
our business and result in transaction errors, processing inefficiencies and the loss of sales and customers, causing our business to
suffer. In addition, our information technology and administrative and outsourcing systems may be vulnerable to damage or interruption
from circumstances beyond our control, including fire, natural disasters, systems failures, viruses and security breaches, including breaches
of our transaction processing or other systems that could result in the compromise of confidential customer data. Any such damage or interruption
could have a material adverse effect on our business, cause us to face significant fines, customer notice obligations or costly litigation,
harm our reputation with our customers, require us to expend significant time and expense developing, maintaining or upgrading our information
technology, administrative or outsourcing systems or prevent us from paying our suppliers or employees, receiving payments from our customers
or performing other information technology, administrative or outsourcing services on a timely basis. Any material interruption in our
information systems may have a material adverse effect on our business, financial condition and operating results.

 If we experience a data security breach and confidential customer
information is disclosed, we may be subject to penalties and experience negative publicity, which could affect our customer relationships
and have a material adverse effect on our business.

 We and our customers could suffer harm if customer
information were accessed by third parties due to a security failure in our systems. The collection of data and processing of transactions
require us to receive, transmit and store a large amount of personally identifiable and transaction related data. This type of data is
subject to legislation and regulation in various jurisdictions. Recently, data security breaches suffered by well-known companies
and institutions have attracted a substantial amount of media attention, prompting state and federal legislative proposals addressing
data privacy and security. If some of the current proposals are adopted, we may be subject to more extensive requirements to protect the
customer information that we process in connection with the purchases of our products. We may become exposed to potential liabilities
with respect to the data that we collect, manage and process, and may incur legal costs if our information security policies and procedures
are not effective or if we are required to defend our methods of collection, processing and storage of personal data. Future investigations,
lawsuits or adverse publicity relating to our methods of handling personal data could adversely affect our business, results of operations,
financial condition and cash flows due to the costs and negative market reaction relating to such developments. Additionally, if we suffer
data breaches one or more of the credit card processing companies that we rely on may refuse to allow us to continue to participate in
their network, which would limit our ability to accept credit cards at our stores and could adversely affect our business and financial
condition and results of operations.

 Disruption of any significant supplier relationship could negatively
affect our business.

 We work with three primary suppliers. These primary
suppliers accounted for approximately 48.0% and 51.5% of our total purchases in fiscal years 2024 and 2023, respectively. Due to this
concentration of purchases from these primary suppliers, the cancellation of our supply arrangement with any of them or the disruption,
delay or inability of any of them to deliver products to our stores may materially and adversely affect our operating results while we
attempt to establish alternative distribution channels. If our suppliers fail to comply with food safety or other laws and regulations,
or face allegations of non-compliance, their operations may be disrupted. In addition, we also do not have agreements in writing with
these suppliers, and we may not be able to contract with them on acceptable terms or at all. We cannot assure you that we would be able
to find replacement suppliers on commercially reasonable terms if at all. The price may increase in doing business through these suppliers
which could adversely affect our business, financial condition and results of operations.

 Our reliance on relatively few vendors for the majority of our
inventory could adversely affect our ability to operate.

 We currently rely on a relatively small number of vendors to
provide us with the majority of our inventory, with three of our vendors providing approximately 40% of our total inventory in the year
ended April 30, 2025 and three of our vendors providing approximately 34% of our total inventory in the year ended April 30, 2024. These third-party vendors
are not our employees, and except for remedies available to us under our agreements with such third-party, we have limited ability
to control the amount or timing of resources that any such third-party will devote to manufacturing our supplies. If these third-party vendors
do not satisfactorily carry out their contractual duties or fail to meet expected deadlines, our inventory may not be sufficient to meet
the needs of our customers and we may lose revenue. The third parties we rely on for these services may also have relationships with other
entities, some of which may be our competitors. We often use vendors selectively for quality and cost reasons. Significant price increases,
or disruptions in the ability to obtain inventory from existing vendors, may force us to increase our prices (which we may be unable to
do) or reduce our margins, which would force us to use alternative vendors. As such, our reliance on relatively few vendors could have
an adverse effect on our business, results of operations, financial condition and prospects.

 If any of our relationships with these third parties
terminate, we may not be able to enter into arrangements with alternative third parties or do so on commercially reasonable terms. Any
change in the existing vendors we use could cause delays in the delivery of products and possible losses in revenue, which could adversely
affect our business, financial condition, and results of operations. In addition, alternative vendors may not be available, or may not
provide their products and services at similar or favorable prices. If we cannot obtain the inventory, or alternatives at similar or favorable
prices, our ability to serve our customers may be severely impacted, which could have an adverse effect on our business, financial condition,
and results of operations.

 Supply chain risks may affect our business plans.

 The products we sell are sourced from a wide variety
of domestic and international vendors. Continued supply chain disruptions or the inability to find qualified vendors and access products
that meet requisite quality and safety standards in a timely and efficient manner could adversely affect our business. Failure to adequately
source and timely ship our products to customers could lead to lost potential revenue, failure to meet customer demand, strained relationships
with customers, and diminished brand loyalty. Additionally, if the supply chain disruptions caused by the COVID-19 pandemic and/or
the war in Ukraine continue to occur, we may experience continued supply chain disruption which could result in delays in new store openings.
We expect to still be impacted by global logistics challenges in the fiscal year ending April 30, 2025.

 Our high level of fixed lease obligations could adversely affect
our financial performance.

 Our high level of fixed lease obligations will
require us to use a significant portion of cash generated by our operations to satisfy these obligations, and could adversely impact our
ability to obtain future financing to support our growth or other operational investments. We require substantial cash flows from operations
to make our payments under our operating leases, all of which provide for periodic increases in rent. If we are not able to make the required
payments under our store leases, the lenders or owners of the relevant stores could, among other things, repossess those assets, which
could adversely affect our ability to conduct our operations. Our failure to make payments under our operating leases could trigger defaults
under other leases or under agreements governing our indebtedness, which could cause the counterparties under those agreements to accelerate
the obligations due thereunder.

 If we are unable to renew or replace current store leases or
if we are unable to enter into leases for additional stores on favorable terms, or if one or more of our current leases is terminated
prior to expiration of its stated term, and we cannot find suitable alternate locations, our growth and profitability could be negatively
impacted.

 We currently lease all of our store locations.
Many of our current leases provide a unilateral option to renew for several additional rental periods at specific rental rates. Our ability
to re-negotiate favorable terms on an expiring lease or to negotiate favorable terms for a suitable alternate location, and our ability
to negotiate favorable lease terms for additional store locations, could depend on conditions in the real estate market, competition for
desirable properties, its relationships with current and prospective landlords, or other factors that are not within our control. Any
or all of these factors and conditions could negatively impact our growth and profitability.

 Legal proceedings could materially impact our business, financial
condition and results of operations.

 Our operations, which are characterized by a high
volume of customer traffic and by transactions involving a wide variety of product selections, carry a higher exposure to consumer litigation
risk when compared to the operations of companies operating in some other industries. Consequently, we may be a party to individual personal
injury, product liability, intellectual property, employment-related and other legal actions in the ordinary course of our business,
including litigation arising from food-related illness. The outcome of litigation, particularly class action lawsuits, is difficult
to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude
of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. While we maintain insurance, insurance
coverage may not be adequate, and the cost to defend against future litigation may be significant. There may also be adverse publicity
associated with litigation that may decrease consumer confidence in our business, regardless of whether the allegations are valid or whether
we are ultimately found liable. As a result, litigation may materially and adversely affect our business, financial condition, and results
of operations.

 We are currently subject to certain class action and derivative
litigation and may be subject to other litigation in the future.

 The Company, its directors, and certain officers
are currently subject to certain litigation, including securities class actions and shareholder
derivative actions, as further described in Note 18 — " Commitments and Contingencies " to the consolidated
financial statements included elsewhere in this Annual Report on Form 10-K. In the future, especially following periods of volatility
in the market price of our shares, additional purported class action or derivative complaints may be filed against us. The outcome of
any pending and potential future litigation is difficult to predict and quantify and the defense of such claims or actions can be costly.
In addition to diverting financial and management resources and general business disruption, we may suffer from adverse publicity that
could harm our brand or reputation, regardless of whether the allegations are valid or whether we are ultimately held liable. A judgment
or settlement that is not covered by or is significantly in excess of our insurance coverage for any claims, or our obligations to indemnify
the underwriters and the individual defendants, could materially and adversely affect our financial condition, results of operations and
cash flows.

 Claims under our insurance plans may differ from our estimates,
which could materially impact our results of operations.

 We use a combination of insurance and self-insurance plans
to provide for the potential liabilities for workers' compensation, general liability (including, in connection with legal proceedings
described under "— Legal proceedings could materially impact our business, financial condition and results of operations"
above), property insurance, director and officers' liability insurance, vehicle liability and team member health-care benefits.
Liabilities associated with the risks that are retained by us are estimated, in part, by considering historical claims experience, demographic
factors, severity factors and other actuarial assumptions. Our results could be materially impacted by claims and other expenses related
to such plans if future occurrences and claims differ from these assumptions and historical trends.

 Failure to sustain customer growth or failure to maintain customer
relationships could materially and adversely affect our business and operating results.

 Customer loyalty and growth are essential to our
business. Damage to our reputation or failure to anticipate the needs of our customers could diminish customer loyalty and reduce customer
activity in stores and on our e-commerce platform, which could cause our revenue income to decline and negatively impact our profitability.
In addition, if our existing and new business opportunities fail to retain our existing customers or attract new customers on a sustained
basis, then our operating results could be adversely affected.

 Failure to retain our senior management and other key personnel
could negatively affect our business.

 We are dependent upon John Xu, our Chief Executive
Officer, and a number of other senior management executives and other key personnel, who have experience in our industry and are familiar
with our business, systems and processes. These executives have been primarily responsible for determining the strategic direction of
our business and for executing our growth strategy and are integral to our brand, culture, and the reputation we enjoy with suppliers
and consumers. The loss of services of one or more of these executives or other key employees could have a material adverse effect on
our business and financial condition and results of operations. In addition, any such departure could be viewed in a negative light by
investors and analysts, which may cause our stock price to decline. We do not maintain key person insurance on any employee. In addition,
none of our key employees are subject to non-competition or non-solicitation obligations.

 If we are unable to attract, train and retain employees, we may
not be able to grow or successfully operate our business.

 The supermarket retail industry is labor intensive,
and our success depends, in part, upon our ability to attract, train and retain a sufficient number of employees who understand and appreciate
our culture and are able to represent our brand effectively and establish credibility with our business partners and consumers. Our ability
to meet our labor needs, while controlling wage and labor-related costs, is subject to numerous external factors, including the availability
of a sufficient number of qualified persons in the work force in the markets in which we are located, unemployment levels within those
markets, unionization of the available work force, prevailing wage rates, changing demographics, health and other insurance costs and
changes in employment legislation. In the event of increasing wage rates, if we fail to increase our wages competitively, the quality
of our workforce could decline, causing our customer service to suffer, while increasing our wages could cause our earnings to decrease.
If we are unable to hire and retain employees capable of meeting our business needs and expectations, our business and brand image may
be impaired. Any failure to meet our staffing needs or any material increase in turnover rates of our employees may adversely affect our
business, financial condition and results of operations.

 Prolonged labor disputes with employees and increases in labor
costs could adversely affect our business.

 Changes in federal and state minimum wage laws
and other laws relating to employee benefits, pension plans, including the Patient Protection and Affordable Care Act, could cause us
to incur additional wage and benefit costs. Increased labor costs would increase our expenses and have an adverse impact on our profitability.
In addition, any work stoppages or labor disturbances as a result of employees' dissatisfaction of their current employment terms
could have a material adverse effect on our financial condition, results of operations and cash flows. We also expect that in the event
of a work stoppage or labor disturbance, we could incur additional costs and face increased competition.

 As we grow, we may face organized labor disputes or work stoppages,
which could have an adverse impact on our operations and financial results.

 Currently, none of our employees are subject to
a collective bargaining agreement. However, as we grow and the number of employees continues to increase, it is possible that our employees
may want to negotiate collective bargaining agreements with us. If this occurs and if we are unable to negotiate acceptable contracts
with labor unions, it could result in strikes by the affected workers and thereby significantly disrupt our operations. As part of any
collective bargaining agreements, we may need to fund additional pension contributions, which would negatively impact our free cash flow.
Further, if we are unable to control health care and pension costs provided for in the collective bargaining agreements, we may experience
increased operating costs which could adversely impact on our financial results.

 We will require significant additional capital to fund our expanding
business, which may not be available to us on satisfactory terms or at all, and even if it is available, failure to use our capital efficiently
could have an adverse effect on our profitability.

 To support our expanding business and pursue our
growth strategy, we will utilize significant amounts of cash generated by our operations to pay our lease obligations, build out new store
space, purchase inventory, pay personnel, further invest in our infrastructure and facilities, and pay for the increased costs associated
with operating as a public company. We primarily depend on cash flow from operations and borrowings under our credit facility to fund
our business and growth plans. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory,
and other factors that are beyond our control. If our business does not generate sufficient cash flow from operations to fund these activities,
and sufficient funds are not otherwise available to us under our revolving credit facility, we may need additional equity or debt financing.
If such financing is not available to us, or is not available to us on satisfactory terms, our ability to operate and expand our business
or to respond to competitive pressures would be limited and we could be required to delay, significantly curtail or eliminate planned
store openings or operations or other elements of our growth strategy.

 We may incur additional indebtedness in the future, which could
adversely affect our financial health and our ability to react to changes to our business.

 We may incur additional indebtedness in the future.
Any increase in the amount of our indebtedness could require us to divert funds identified for other purposes for debt service and impair
our liquidity position. If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance all or
a portion of our indebtedness on or before maturity, sell assets, delay capital expenditures, curtail growth plans or scale back operations,
or seek additional equity investment. We do not know whether we will be able to take any of such actions on a timely basis, on terms satisfactory
to us or at all.

 Our level of indebtedness has important consequences
to you and your investment in our Class A common stock. For example, our level of indebtedness may:

 require us to use a substantial portion of our cash flow from operations to pay interest and principal on our debt, which would reduce the funds available to us for working capital, capital expenditures, growth plans and/or other general corporate purposes;

 limit our ability to pay future dividends;

 limit our ability to obtain additional financing for working capital, capital expenditures, expansion plans and other investments, which may limit our ability to implement our business strategy including both growth strategy on new store development and operational strategy in existing stores;

 heighten our vulnerability to general adverse economic conditions, downturns in our business, the food retail industry, or in the general economy and limit our flexibility in planning for, or reacting to, changes in our business and the food retail industry, which would place us at a competitive disadvantage compared to our competitors that may have less debt;

 prevent us from taking advantage of business opportunities as they arise or successfully carrying out our plans to expand our store base and product offerings.

 We cannot assure you that our business will generate
sufficient cash flow from operations or that future borrowings will be available to us in amounts sufficient to enable us to make payments
on our indebtedness or to fund our operations.

 We are dependent on third-party e-commerce platforms and on third-party
networks.

 Our success depends on our ability to attract and
retain new customers and expand our customer base. A substantial portion of our customer traffic comes from links shared by members through
our social networks and via third-party online e-commerce platforms. Any interruption to or discontinuation of our relationships
with major social network operators may severely and negatively impact our ability to continue growing our user base, thereby producing
a material adverse effect on our business. In addition, we rely on our suppliers and contract manufacturers to ensure that the products
they manufacture and sell to us are in compliance with applicable regulatory and legal requirements. While we seek representations and
warranties, indemnifications and/or insurance from our suppliers and contract manufacturers, any claims of non-compliance could significantly
damage our reputation and consumer confidence in products we sell.

 Risks Related to Regulatory Compliance and Legal Matters

 Changes in U.S. trade policies could have a material adverse
impact on our business.

 Changes in U.S. trade policies, such as the imposition
of tariffs on various goods and a potential resulting trade war in China and other countries, could have a material adverse impact on
our business. Some of our products are produced in China and other foreign countries, making the price and availability of our products
susceptible to international trade risks and other international conditions. We are unable to predict future trade policy of the United
States, China, or of any foreign countries from which we purchase goods, or the terms of any renegotiated trade agreements, or their impact
on our business. Recent trade tensions between the United States and China could directly impact the import of our products and could
have a significant adverse impact on the cost of our goods and the prices at which we offer them for sale. The adoption or expansion of
trade restrictions and tariffs, a trade war, or other governmental action related to tariffs may adversely affect our business as it may
impact the cost of and demand for our products, our overall costs, our customers, our supplies, and the world economy, which in turn could
have a material adverse effect on our business, operational results, financial position and cash flows.

 Changes in and enforcement of immigration laws could increase
our costs and adversely affect our ability to attract and retain qualified store-level employees.

 Federal and state governments from time to time
implement laws, regulations or programs that regulate our ability to attract or retain qualified employees. Some of these changes may
increase our obligations for compliance and oversight, which could subject us to additional costs and make our hiring process more cumbersome
or reduce the availability of potential employees. Although we have implemented, and are in the process of enhancing, procedures to ensure
our compliance with the employment eligibility verification requirements, there can be no assurance that these procedures are adequate
and some of our employees may, without our knowledge, be unauthorized workers. The employment of unauthorized workers may subject us to
fines or civil or criminal penalties, and if any of our workers are found to be unauthorized, we could experience adverse publicity that
negatively impacts our brand and makes it more difficult to hire and keep qualified employees. There can be no assurance that any future
audit will not require us to terminate employees and pay fines or other penalties. The termination of a significant number of employees
may disrupt our operations, cause temporary increases in our labor costs as we train new employees and result in additional adverse publicity.
Our operating results could be materially harmed as a result of any of these factors.

 We, as well as our vendors, are subject to numerous federal,
and local laws and regulations and our compliance with these laws and regulations, as they currently exist or as modified in the future,
may increase our costs, limit or eliminate our ability to sell certain products, raise regulatory enforcement risks that were not presented
in the past, or otherwise adversely affect our business, results of operations and financial condition.

 As a supermarket retailer, we are subject to numerous
health and safety laws and regulations. Our suppliers are also subject to such laws and regulations. These laws and regulations apply
to many aspects of our business, including the manufacturing, packaging, labeling, distribution, advertising, sale, quality and safety
of products we sell, as well as the health and safety of our team members and the protection of the environment. We are subject to regulation
by various government agencies, including the U.S. Food and Drug Administration (the "FDA"), the U.S. Department
of Agriculture (the "USDA"), the Federal Trade Commission (the "FTC"), the Occupational Safety and Health Administration
("OSHA"), the Consumer Product Safety Commission (the "CPSC"), the Environmental Protection Agency (the "EPA"),
as well as various state and local agencies.

 New or revised government laws and regulations,
such as the FDA Food Safety Modernization Act (referred to as "FSMA") passed in January 2011, which grants the FDA greater
authority over the safety of the national food supply as well as increased enforcement by government agencies, could result in additional
compliance costs and civil remedies. Specifically, the FSMA requires the FDA to issue regulations mandating that risk-based preventive
controls be observed by the majority of food producers. This authority applies to all domestic food facilities and, by way of imported
food supplier verification requirements, to all foreign facilities that supply food products. In addition, the FSMA requires the FDA to
establish science-based minimum standards for the safe production and harvesting of produce, requires the FDA to identify "high
risk" foods and "high risk" facilities and instructs the FDA to set goals for the frequency of FDA inspections of such
high risk facilities as well as non-high risk facilities and foreign facilities from which food is imported into the United States.

 With respect to both food and dietary supplements,
the FSMA meaningfully augments the FDA's ability to access producer's and supplier's records. This increased access
could permit the FDA to identify areas of concern it had not previously considered to be problematic either for us, our producers or our
suppliers. The FSMA is also likely to result in enhanced tracking and tracing of food requirements and, as a result, added recordkeeping
burdens upon our producers and suppliers. In addition, under the FSMA, the FDA has the authority to inspect certifications and therefore
evaluate whether foods and ingredients from our producers and suppliers are compliant with the FDA's regulatory requirements. Such
inspections may delay the supply of certain products or result in certain products being unavailable to us for sale in our stores.

 The FDA has broad authority to enforce the provisions
of the Federal Food, Drug and Cosmetic Act applicable to the safety, labeling, manufacturing and promotion of foods, including powers
to issue a public warning letter to a company, publicize information about illegal products, institute an administrative detention of
food, request or order a recall of illegal products from the market, and request the Department of Justice to initiate a seizure action,
an injunction action or a criminal prosecution in the U.S. courts. Pursuant to the FSMA, the FDA also has the power to refuse the
import of any food that is not appropriately verified as in compliance with all FDA laws and regulations. Moreover, the FDA has the authority
to administratively suspend the registration of any facility producing food, including supplements, deemed to present a reasonable probability
of causing serious adverse health consequences.

 In connection with the marketing and advertisement
of products we sell, we could be the target of claims relating to false or deceptive advertising, including under the auspices of the
FTC and the consumer protection statutes of some states. These events could interrupt the marketing and sales of products in our stores,
severely damage our brand reputation and public image, increase the cost of products in our stores, result in product recalls or litigation,
and impede our ability to deliver merchandise in sufficient quantities or quality to our stores, which could result in a material adverse
effect on our business, financial condition and results of operations.

 We are also subject to laws and regulations more
generally applicable to retailers, including labor and employment, taxation, zoning and land use, environmental protection, workplace
safety, public health, community right-to-know and alcoholic beverage sales. Certain local regulations may limit our ability to sell
alcoholic beverages at certain times. Our stores are subject to unscheduled inspections on a regular basis, which, if violations are found,
could result in the assessment of fines, suspension of one or more needed licenses and, in the case of repeated "critical"
violations, closure of the store until a re-inspection demonstrates that we have remediated the problem. The buildings in which some
stores are located are old and therefore require greater maintenance expenditures by us in order to maintain them in compliance with applicable
building codes. If we are unable to maintain these stores in compliance with applicable building codes, we could be required by the building
department to close them. Additionally, a number of federal, state and local laws impose requirements or restrictions on business owners
with respect to access by disabled persons. Our compliance with these laws may result in modifications to our properties, or prevent us
from performing certain further renovations Furthermore, our new store openings could be delayed or prevented, or our existing stores
could be impacted by difficulties or failures in our ability to obtain or maintain required approvals or licenses.

 In addition, we are subject to environmental laws
pursuant to which we could be held responsible for all of the costs relating to any contamination at our or our predecessors' past
or present facilities and at third-party waste disposal sites, regardless of our knowledge of, or responsibility for, such contamination.
We are also subject to laws governing our relationship with employees, including minimum wage requirements, overtime, working conditions,
immigration, and work permit requirements.

 As is common in our industry, we rely on our suppliers
and contract manufacturers to ensure that the products they manufacture and sell to us comply with all applicable regulatory and legislative
requirements. In general, we seek certifications of compliance, representations and warranties, indemnification and/or insurance from
our suppliers and contract manufacturers. However, even with adequate insurance and indemnification, any claims of non-compliance could
significantly damage our reputation and consumer confidence in our products. In order to comply with applicable statutes and regulations,
our suppliers and contract manufacturers have from time to time reformulated, eliminated or relabeled certain aspects of their products
and we have revised certain provisions of our sales and marketing program.

 We cannot predict the nature of future laws, regulations,
interpretations or applications, or determine what effect either additional government regulations or administrative orders, when and
if promulgated, or disparate federal, state and local regulatory schemes would have on our business in the future. They could, however,
increase our costs or require the reformulation of certain products to meet new standards, the recall or discontinuance of certain products
not able to be reformulated, additional recordkeeping, expanded documentation of the properties of certain products, expanded or different
labeling and/or scientific substantiation. Any or all of such requirements could have a material adverse effect on our business, financial
condition and results of operations.

 The effects of global climate change could present risks to our
business.

 The long-term effects of global climate change
may present both physical and transition risks. Changes in extreme weather conditions or changes in technology are expected to produce
widespread and unexpected results. These changes may impact our ability to obtain goods and services required for the success of our business.
Additionally, we face the risk of physical damage to stores and distribution or fulfillment centers due to the physical risks associated
with climate change. The transition to alternative energy sources, versus using natural gas, diesel fuel, or gasoline, may increase our
costs. The impact of these events can adversely affect our operations, financial condition, and results of operations or cash flows.

 Risks Related to Ownership of Our Class A Common Stock

 The market for our Class A common stock is new, and we cannot
assure you that an active trading market will develop for our Class A common stock.

 We completed our initial public offering in October
2023. Therefore, the market for our Class A common stock is relatively new and may experience periods of inactivity as well as significant
volatility. We cannot assure you that an orderly and liquid trading market for our Class A common stock will develop, or if it does develop,
it may not be maintained. If an active market does not develop, you may have difficulty selling your shares of our Class A common stock.
You may not be able to sell your Class A common stock quickly or at the market price if trading in our securities is not active.

 If our stock price declines, you could lose a significant part
of your investment, and we may be sued in a securities class action.

 The trading price of our Class A common stock
is likely to be volatile and will fluctuate due to broad market and industry factors including the performance and fluctuation in the
market prices or the underperformance of companies in our industry. Furthermore, securities markets may, from time to time, experience
significant price and volume fluctuations that are not reflective of our operating performance.

 The market price of our stock may be influenced
by many factors, some of which are beyond our control, including those described above in "— Risks Related to
Our Business " and the following:

 actual or anticipated fluctuations in our quarterly or annual financial results;

 delays in, or our failure to provide, financial guidance;

 the financial guidance we may provide to the public, any changes in such guidance, or our failure to meet such guidance;

 the failure of securities analysts to cover our Class A common stock;

 changes in financial estimates by securities analysts;

 the inability to meet the financial estimates of analysts who follow our Class A common stock;

 strategic actions by us or our competitors;

 actual or anticipated growth rates relative to our competitors;

 various market factors or perceived market factors, including rumors, whether or not correct, involving us or our competitors;

 fluctuations in stock market prices and trading volumes of securities of similar companies;

 announcements by us or our competitors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;

 sales, or anticipated sales, of large blocks of our stock;

 short selling of our Class A common stock by investors;

 additions or departures of key personnel;

 new store openings or entry into new markets by us or by our competitors;

 regulatory or political developments;

 changes in accounting principles or methodologies;

 litigation and governmental investigation;

 general financial market condition or events;

 economic, legal and regulatory factors unrelated to our performance;

 discussion of use or our stock price by the financial press and in online investor forum;

 variations in our quarterly operating results and those of our competitors;

 general economic and stock market conditions;

 risks related to our business and our industry, including those discussed above;

 changes in conditions or trends in our industry, markets or customers;

 terrorist acts;

 future sales of our Class A common stock or other securities;

 public evaluations of our business models and our revenues, earnings and growth potential; and

 investor perceptions of the investment opportunity associated with our Class A common stock relative to other investment alternatives.

 Furthermore, the stock markets have experienced
extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.
These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These and other factors
may cause the market price and demand for our Class A common stock to fluctuate substantially, which may limit or prevent investors
from readily selling their shares of Class A common stock and may otherwise negatively affect the price or liquidity of our Class A
common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted
securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a lawsuit against
us, we could incur substantial costs defending the lawsuit or paying for settlements or damages. Such a lawsuit could also divert the
time and attention of our management from our business.

 As a result of these factors, investors in our
Class A common stock may not be able to resell their shares at or above the price they purchased the shares for or may not be able
to resell them at all. These broad market and industry factors may materially reduce the market price of our Class A common stock,
regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A
common stock is low.

 Future sales, or the perception of future sales, of our Class A
common stock may depress the price of our Class A common stock.

 The market price of our Class A common stock
could decline significantly as a result of sales of a large number of shares of our Class A common stock in the market. The sales,
or the perception that these sales might occur, could depress the market price. These sales, or the possibility that these sales may occur,
also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

 In connection with our initial public offering,
the Company, our directors and executive officers and non-affiliate holders of 5% or greater of our Class A common stock each
agreed to lock-up restrictions, meaning that we and they and their permitted transferees are not be permitted to sell any shares
of our Class A common stock for twelve (12) months after the closing of our initial public offering, subject to certain exceptions,
without the prior joint consent of Joseph Stone Capital, LLC, the representative of the underwriters of our initial public offering ("JSC").
Although we have been advised that there is no present intention, JSC may, in its sole discretion, release all or any portion of the shares
of our Class A common stock from the restrictions in any of the lock-up agreements described above.

 Also, in the future, we may issue shares of our
Class A common stock in connection with investments or acquisitions. The amount of shares of our Class A common stock issued
in connection with an investment or acquisition could constitute a material portion of our then outstanding shares of Class A common stock.

 We will continue to incur increased costs as a result of operating
as a public company, and our management will be required to devote substantial time to complying with public company regulations.

 We historically have operated our business as a
private company. We completed our initial public offering on October 10, 2023. As a public company, we will incur additional legal, accounting,
compliance and other expenses that we did not incur as a private company. As a public company, we are obligated to file with the SEC annual
and quarterly information and other reports that are specified in Section 13 and Proxy Statements under Section 14 and other
sections of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we also
are subject to other reporting and corporate governance requirements, including certain requirements of Nasdaq, and certain provisions
of the Sarbanes-Oxley Act and the regulations promulgated thereunder, which impose significant compliance obligations upon us. As
a public company, we will need to institute a comprehensive compliance function; establish internal policies; ensure that we have the
ability to prepare financial statements that are fully compliant with all SEC reporting requirements on a timely basis; design, establish,
evaluate and maintain a system of internal controls over financial reporting in compliance with the Sarbanes-Oxley Act; involve and
retain outside counsel and accountants in the above activities and establish an investor relations function.

 The Sarbanes-Oxley Act, as well as rules subsequently
implemented by the SEC and Nasdaq, have imposed increased regulation and disclosure and required enhanced corporate governance practices
of public companies. Our efforts to comply with evolving laws, regulations and standards in this regard are likely to result in increased
administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance
activities. These changes will require a significant commitment of additional resources. We may not be successful in implementing these
requirements and implementing them could materially and adversely affect our business, results of operations and financial condition.
In addition, if we fail to implement the requirements with respect to our internal accounting and audit functions, our ability to report
our operating results on a timely and accurate basis could be impaired. If we do not implement such requirements in a timely manner or
with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC or Nasdaq. Any
such action could harm our reputation and the confidence of investors and customers in our Company and could materially and adversely
affect our business and result in the delisting of our Class A common stock with both Nasdaq and the SEC.

 Our management has limited experience managing a public company
and our current resources may not be sufficient to fulfill our public company obligations.

 As a public company, we are subject to various
regulatory requirements, including those of the SEC and Nasdaq. These requirements include record keeping, financial reporting and corporate
governance rules and regulations. Our management team has limited experience in managing a public company and, historically, has not had
the resources typically found in a public company. Our internal infrastructure may not be adequate to support our increased reporting
obligations and we may be unable to hire, train or retain necessary staff and may be reliant on engaging outside consultants or professionals
to overcome our lack of experience or employees. Our business could be adversely affected if our internal infrastructure is inadequate,
we are unable to engage outside consultants or are otherwise unable to fulfill our public company obligations.

 Our CEO, John Xu, has substantial control over us and has the
ability to control the election of directors and other matters submitted to stockholders for approval, which will limit your ability to
influence corporate matters and may result in actions that you do not believe to be in our interests or your interests.

 John Xu, our Chief Executive Officer, beneficially
owns, in the aggregate, approximately 77.93% of our outstanding Class A common stock. In addition, John Xu beneficially owns 2,240,000
shares of our Class B common stock, which carries ten votes per share. In the aggregate, John Xu beneficially owns approximately 90.34%
voting power of our outstanding common stock, including both Class A common stock and Class B common stock. As a result, John Xu is able
to exert actual control over our management and affairs and over matters requiring stockholder approval, including the election of directors,
a merger, consolidation or sale of all or substantially all of our assets and any other significant transaction.

 This concentrated control limits your ability as
a stockholder to influence corporate matters, and the interests of John Xu may not coincide with our interests or your interests. As a
result, he may take actions that you do not believe to be in our interests or your interests and that could depress the price of our Class A
common stock.

 We do not intend to pay cash dividends on our Class A common
stock and, as a result, your only opportunity to achieve a return on your investment is if the price of our Class A common stock
appreciates.

 We currently expect to retain future earnings,
if any, for use in the operation and expansion of our business and do not anticipate paying any cash dividends on our Class A common stock.
In addition, our ability to declare and pay cash dividends is restricted by our revolving credit facility. The declaration and payment
of future cash dividends to holders of our Class A common stock will be at the discretion of our board of directors and will depend
upon many factors, including our financial condition, earnings, legal requirements, and restrictions in our debt agreements and other
factors our board of directors deems relevant. As a result, capital appreciation, if any, of our Class A common stock will be your
sole source of potential gain for the foreseeable future. The market price for our Class A common stock might not exceed the price
that you originally paid for our Class A common stock.

 If securities or industry analysts do not publish or cease publishing
research or reports about our business or our market, or if they adversely change their recommendations regarding our Class A common
stock, or if our operating results do not meet their expectations, the stock price and/or trading volume of our Class A common stock could
decline.

 The trading market for our Class A common
stock will be influenced by the research and reports that industry or securities analysts, if any, may publish about us, our business
or our competitors. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, we could
lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or
more of the analysts who cover our Company downgrades our stock or if our operating results do not meet their expectations or provide
more favorable relative recommendations about our competitors, our stock price could decline.

 Our amended and restated Certificate of Incorporation contains anti-takeover provisions
that could discourage a third party from acquiring us, which could limit our shareholders' opportunity to sell their shares of Class
A common stock at a premium.

 Our amended and restated Certificate of Incorporation
contains provisions to limit the ability of others to acquire control of our Company or cause us to engage in change-of-control transactions.
These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing
market prices by discouraging third parties from seeking to obtain control of our Company in a tender offer or similar transaction. For
example, our board of directors has the authority, without further action by our shareholders, to issue shares of preferred stock in one
or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights
and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption
and liquidation preferences, any or all of which may be greater than the rights associated with our Class A common stock. Shares
of preferred stock could be issued quickly with terms calculated on a delay to prevent a change in control of our Company or make removal
of management more difficult. If our board of directors decides to issue shares of preferred stock, the price of our Class A common stock
may fall and the voting and other rights of the holders of our Class A common stock may be materially and adversely affected. In addition,
our amended and restated Certificate of Incorporation contains other provisions that could limit the ability of third parties to acquire
control of our Company or cause us to engage in a transaction resulting in a change of control.

 Our bylaws designate the Court of Chancery of the State of Delaware
as the sole and exclusive forum for certain actions, which could limit a stockholder's ability to bring a claim in a judicial forum
that it finds favorable for disputes with the Company and its directors, officers, or other employees and may discourage lawsuits with
respect to such claims.

 Unless we consent in writing to the selection of
an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought against or on behalf of the
Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee
or stockholder of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim arising pursuant
to any provision of the Delaware General Corporation Law (the "DGCL"), (iv) any action as to which the DGCL confers jurisdiction
upon the Court of Chancery of the State of Delaware, or (v) any action asserting a claim governed by the internal affairs doctrine
shall, to the fullest extent permitted by law, be the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of
the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court located within the State of
Delaware). However, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations thereunder, and as such, the exclusive jurisdiction
clauses set forth above would not apply to such suits. Furthermore, Section 22 of the Securities Act provides for concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder, and as such, the exclusive jurisdiction clauses set forth above would not apply to such suits.

 Although we believe the exclusive forum provision
benefits us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings,
this provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with
the Company and its directors, officers, or other employees and may discourage lawsuits with respect to such claims.

 Our future operating results may fluctuate significantly, and
our current operating results may not be a good indication of our future performance. Fluctuations in our quarterly financial results
could affect our stock price in the future.

 Our operating results have historically varied
from period-to-period, and we expect that they will continue to as a result of a number of factors, many of which are outside of our control.
If our quarterly financial results or our forecasts of future financial results fail to meet the expectations of securities analysts and
investors, our Class A common stock price could be negatively affected. Any volatility in our quarterly financial results may make
it more difficult for us to raise capital in the future or pursue acquisitions that involve issuances of our stock. Our operating results
for prior periods may not be effective predictors of our future performance.

 We may incur significant fluctuations in our quarterly
financial and other operating results, including fluctuations in our key metrics. This variability and unpredictability could result in
our failing to meet our internal operating plan or the expectations of securities analysts or investors for any period. If we fail to
meet or exceed such expectations for these or any other reasons, the market price of our shares could fall substantially and we could
face costly lawsuits, including securities class action suits. In addition, a significant percentage of our operating expenses are fixed
in nature and based on forecasted revenue trends. Accordingly, in the event of revenue shortfalls, we are generally unable to mitigate
the negative impact on margins in the short term.

 Limitation of liability and indemnification of officers and directors
could adversely impact investors' ability to bring claims against them.

 Our officers and directors are required to exercise
good faith and high integrity in the management of our affairs. Our Certificate of Incorporation provides, however, that our officers
and directors shall have no personal liability to us or our stockholders for damages for any breach of duty owed to us or our stockholders,
unless they breached their duty of loyalty, did not act in good faith, knowingly violated a law, or received an improper personal benefit.
Our Certificate of Incorporation and By-laws also provide for the indemnification by us of our officers and directors against any
losses or liabilities they may incur by reason of their serving in such capacities, provided that they do not breach their duty of loyalty,
act in good faith, do not knowingly violate a law, and do not receive an improper personal benefit. Additionally, we have entered into
employment agreements with our officers, which specify the indemnification provisions provided by the By-laws and provide, among
other things, that to the fullest extent permitted by applicable law, the Company will indemnify such officer against any and all losses,
expenses and liabilities arising out of such officer's service as an officer of the Company.

 Insofar as indemnification for liabilities under
the Securities Act may be permitted to directors, officers or persons controlling us under the above provisions, we have been informed
that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 Sales, or the perception of sales, of shares of our Class A
common stock by us or our existing stockholders in the public market could adversely affect the market price of our Class A common
stock and our ability to raise additional equity capital.

 As of April 30, 2025, there were 17,450,476 shares
of Class A common stock issued and outstanding. The sale of substantial amounts of shares of our Class A common stock in the public
market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A common stock. These
sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future
at a time and at a price that we deem appropriate.

 If our stockholders sell substantial amounts of
our Class A common stock in the public market upon the expiration of any statutory holding period under Rule 144, any lock-up agreement
or shares issued upon the exercise of outstanding options, warrants, or restricted stock awards could create a circumstance commonly referred
to as an "overhang" and, in anticipation of which, the market price of our Class A common stock could fall. The existence
of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing
through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

 If we are unable to continue to meet the Nasdaq Capital Market
rules for continued listing, our Class A common stock could be delisted.

 We may be unable to meet the Nasdaq Capital Market
rules for continued listing of our Class A common stock on the Nasdaq Capital Market, notably, the minimum bid price and the stockholders'
equity minimum requirements. If we fail to meet the Nasdaq Capital Market's ongoing listing criteria, our Class A common stock could
be delisted. If our Class A common stock is delisted by the Nasdaq Capital Market, our Class A common stock may be eligible for quotation
on an over-the-counter quotation system or on the pink sheets. Upon any such delisting, our Class A common stock would become subject
to the regulations of the SEC relating to the market for penny stocks. A penny stock is any equity security not traded on the Nasdaq Capital
Market that has a market price of less than $5.00 per share. The regulations applicable to penny stocks may severely affect the market
liquidity for our Class A common stock and could limit the ability of stockholders to sell such securities in the secondary market. In
such a case, an investor may find it more difficult to dispose of or obtain accurate quotations as to the market value of our Class A
common stock, and there can be no assurance that our Class A common stock will be eligible for trading or quotation on any alternative
exchanges or markets.

 Delisting from the Nasdaq Capital Market could
adversely affect our ability to raise additional financing through public or private sales of equity securities, would significantly affect
the ability of investors to trade our securities and would negatively affect the value and liquidity of our Class A common stock. Delisting
could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest
and fewer business development opportunities.

 We may become subject to "penny stock" rules, which
could damage our reputation and the ability of investors to sell their shares of Class A common stock.

 Stockholders should be aware that, according to
the Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns
of fraud and abuse. These patterns include: control of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; manipulation of prices through prearranged matching of purchases and sales and false and misleading
press releases; "boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced
sales persons; excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and the wholesale dumping of
the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable
collapse of those prices with consequent investor losses.

 Furthermore, the penny stock designation may adversely
affect the development of any public market for our shares of Class A common stock or, if such a market develops, its continuation. Broker-dealers are
required to personally determine whether an investment in penny stock is suitable for customers. Penny stocks are securities (i) with
a price of less than five dollars ($5.00) per share; (ii) that are not traded on a "recognized" national exchange; and
(iii) of an issuer with net tangible assets less than $2,000,000 (if the issuer has been in continuous operation for at least three years)
or $5,000,000 (if in continuous operation for less than three years) or with average annual revenues of less than $6,000,000 for
the last three years. Section 15(g) of the Exchange Act and Rule 15g-2 of the SEC require broker-dealers dealing
in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and
dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors
in our Class A common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be
penny stock. Rule 15g-9 of the SEC requires broker-dealers in penny stocks to approve the account of any investor for transactions
in such stocks before selling any penny stock to that investor.

 This procedure requires the broker-dealer to
(i) obtain from the investor information concerning his financial situation, investment experience and investment objectives; (ii) reasonably
determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive
a signed and dated copy of such statement from the investor confirming that it accurately reflects the investor's financial situation,
investment experience and investment objectives. Compliance with these requirements may make it more difficult for the Company's
stockholders to resell their shares of Class A common stock to third parties or to otherwise dispose of them.

 The financial and operational projections that we may make from
time to time are subject to inherent risks.

 The projections that our management may provide
from time to time (including, but not limited to, financial or operational matters) reflect numerous assumptions made by management, including
assumptions with respect to our specific as well as general business, economic, market and financial conditions and other matters, all
of which are difficult to predict and many of which are beyond our control. Accordingly, there is a risk that the assumptions made in
preparing the projections, or the projections themselves, will prove inaccurate. There will be differences between actual and projected
results, and actual results may be materially different from those contained in the projections. The inclusion of the projections in (or
incorporated by reference in) this Annual Report on Form 10-K should not be regarded as an indication that we or our management or representatives
considered or consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as
such.

 If we were to dissolve, the holders of our securities may lose
all or substantial amounts of their investments.

 If we were to dissolve as a corporation, as part
of ceasing to do business or otherwise, we may be required to pay all amounts owed to any creditors and/or preferred stockholders before
distributing any assets to the investors and/or preferred stockholders. There is a risk that, in the event of such a dissolution, there
will be insufficient funds to repay amounts owed to holders of any of our indebtedness and insufficient assets to distribute to our other
investors, in which case investors could lose their entire investment.

 An investment in our Company may involve tax implications, and
you are encouraged to consult your own tax and other advisors as neither we nor any related party is offering any tax assurances or guidance
regarding our Company or your investment.

 An investment in our Company generally involves
complex federal, state and local income tax considerations. Neither the Internal Revenue Service nor any state or local taxing authority
has reviewed the transactions described herein and may take different positions than the ones contemplated by management. You are strongly
urged to consult your own tax and other advisors prior to investing, as neither we nor any of our officers, directors, or related parties
are offering you tax or similar advice, nor are any such persons making any representations and warranties regarding such matters.

 We have identified a material weakness in our internal control
over financial reporting and may identify additional material weaknesses in the future. If we fail to remediate this material weakness
or otherwise fail to establish and maintain effective control over financial reporting, it may adversely affect our ability to accurately
and timely report our financial results and may adversely affect investor confidence and business operations.

 A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis.

 We and our independent registered public accounting
firm identified certain material weaknesses in our internal control over financial reporting in connection with the audited consolidated
financial statements for the years ended April 30, 2025 and 2024. The material weaknesses identified relate to (i) insufficient full-time
employees with the necessary levels of accounting expertise and knowledge to compile and analyze consolidated financial statements and
related disclosures in accordance with U.S. GAAP and address complex accounting issues under U.S. GAAP; (ii) the lack of timely related
party transaction monitoring and the failure to keep a related party list and keep records of related party transactions on a regular
basis; (iii) the failure to keep an up-to-date perpetual inventory control system or timely perform company-wide inventory count at or
near its fiscal year-end date. Specifically, maintaining records for inbound warehouse purchases or have specialized personnel to scan
goods into the warehouse on a timely basis; (iv) the lack of adequate policies and procedures in control environment and control activities
to ensure that the Company's policies and procedures have been carried out as planned;;(v) information technology general control
in the areas of: (1) Risk and Vulnerability Assessment; (2) Selection and Management/Monitoring of Critical Vendors; (3) System Development
and Change Management; (4) Backup Management; (5) System Security & Access: Deficiency in the Area of Audit Trail Record Control,
Password Management, Vulnerability Scanning or Penetration Testing; (6) Segregation of Duties, Privileged Access, and Monitoring Controls;
and (7) System Monitoring and Incident Management; and (vi) accounting personnel have the ability in the accounting system to prepare,
review, and post the same accounting journal entry.

 Although we continue to remediate our material
weakness, we may be unable to remediate it in a timely manner, or at all, and additional weaknesses in our disclosure controls and internal
controls over financial reporting may be discovered in the future. Any failure to remediate the material weakness or otherwise develop
or maintain effective controls or any difficulties encountered in their implementation or improvement could limit our ability to prevent
or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial
statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic
reports in addition to the maintenance requirements of Nasdaq. As a result, investors may lose confidence in our financial reporting and
our stock price may decline as a result.

 Additionally, when we cease to be an "emerging
growth company" under the federal securities laws, our independent registered public accounting firm may be required to express
an opinion on the effectiveness of our internal controls. If we are unable to confirm that our internal control over financial reporting
is effective or if our independent registered public accounting firm is unable to express an unqualified opinion on the effectiveness
of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause
the price of our Class A common stock to decline. Additionally, ineffective internal control over financial reporting could expose us
to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list,
regulatory investigations, and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

 If we do not appropriately maintain effective internal control
over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, we may be unable to accurately report our financial
results and the market price of our securities may be adversely affected.

 We are subject to reporting obligations under the
U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act, adopted rules requiring every public company
to include a management report on such company's internal control over financial reporting in its annual report, which contains
management's assessment of the effectiveness of the company's internal control over financial reporting.

 However, if we fail to maintain effective internal
control over financial reporting in the future, our management may not be able to conclude that we have effective internal control over
financial reporting at a reasonable assurance level. This could, in turn, result in the loss of investor confidence in the reliability
of our financial statements and negatively impact the trading price of our securities.

 We are a "Controlled Company" within the meaning
of the Nasdaq Stock Market Rules and, as a result, may, and intend to, rely on exemptions from certain corporate governance requirements
that provide protection to shareholders of other companies.

 We are, and will remain, a "Controlled Company"
as defined under the Nasdaq Stock Market Rules because, and as long as, our CEO, John Xu, holds more than 50% of the Company's voting
power, he will exercise control over the management and affairs of the company and matters requiring stockholder approval, including the
election of the Company's directors and the acquisition of us by a third party. For so long as we remain a controlled company under
that definition, we are permitted, and intend, to elect to rely on certain exemptions from corporate governance rules, including:

 an exemption from the rule that a majority of our board of directors must be 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 independent directors.

 As a result, you will not have the same protection
afforded to shareholders of companies that are subject to these corporate governance requirements, including that a majority of the members
of our board of directors may not be independent directors, and our nominating and corporate governance and compensation committees may
not consist entirely of independent directors. Additionally, in the event that a third party were to seek to acquire us, there can be
no guarantee, even if that third party's offer were considered beneficial, that such a transaction would be contemplated resulting
in your ability to obtain a premium for your shares being limited.

 The dual class structure of our common stock will have the effect
of concentrating voting power with our CEO John Xu and his affiliates, which may depress the market value of the Class A common stock
and will limit a stockholder or a new investor's ability to influence the outcome of important transactions, including a change
in control.

 While the economic rights of our common stock are
the same, the Class A common stock has one (1) vote per share, while Class B common stock has ten (10) votes per share. As of April 30,
2025, our Class B common stockholders represent approximately 56.2% of our voting power. Given the 10:1 voting ratio, even a significant
issuance of Class A common stock and/or a transaction involving Class A common stock as consideration, may not impact Mr. Xu's
significant majority voting position in us.

 We have enacted a dual class voting structure to
ensure the continuity of voting control in us for the foreseeable future. As a result, for the foreseeable future, Mr. Xu and his
affiliates will be able to control matters submitted to stockholders for approval, including the election of directors, amendments of
our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions.

 Mr. Xu and his affiliates may have interests
that differ from other stockholders and may vote their Class B common stock in a way with which other stockholders may disagree or
which may be adverse to such other stockholders' interests. In addition, this concentrated control will have the effect of delaying,
preventing or deterring a change in control of Maison, could deprive our stockholders of an opportunity to receive a premium for their
capital stock as part of a sale of Maison, and might have a negative effect on the market price of shares of our Class A common stock.

 We are an "emerging growth company" and the reduced
disclosure requirements applicable to emerging growth companies may make our securities less attractive to investors.

 We are an "emerging growth company"
as defined in the JOBS Act. We may remain an emerging growth company until the fiscal year ended April 30, 2028. However, if our
annual gross revenue hits $1.235 billion or our non-convertible debt issued within a three-year period or revenues exceeds
$1 billion or the market value of the shares of our Class A common stock that are held by non-affiliates exceeds $700 million
on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following
fiscal year. As an emerging growth company, we are not required to comply with the auditor attestation requirements of Section 404 of
the Sarbanes-Oxley Act, we have reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and we are exempt from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved. Additionally, as an emerging growth company, we have elected to delay the adoption
of new or revised accounting standards that have different effective dates for public and private companies until those standards apply
to private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.
As a result, potential investors may be less likely to invest in our securities.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 Not applicable.

 ITEM 1C. CYBERSECURITY

 Risk management and strategy

 We rely on our information technology to operate
our business. We have policies and processes designed to protect our information technology systems, some of which are managed by third
parties, and resolve issues in a timely manner in the event of a cybersecurity threat or incident. We seek to mitigate cybersecurity risks
through a combination of monitoring and detection activities, use of anti-malware applications, employee training, quality audits and
communication and reporting structures, among other processes. We plan to engage a third-party consultant to assist us with designing
controls and our cybersecurity risk management framework. We have not encountered cybersecurity threats or incidents that have had a material
impact on our business.

 Governance

 Our Board of Directors, which also oversees our general risk management, has specific oversight responsibility
for cybersecurity. The Board of Directors reviews and discusses with management our policies,
practices and risks related to information security and cybersecurity. Our chief financial officer has primary responsibility for assessing,
monitoring and managing cybersecurity risks. Our chief financial officer provides an update to the Board of Directors on any risks related
to cybersecurity on a quarterly basis. Our incident response plan includes notifying the Board of Directors of any material threats or
incidents that arise.

 ITEM 2. PROPERTIES

 The Company leases its current executive office,
which is located at 127 N. Garfield Avenue, Monterey Park, California 91732, which is also the location of the Maison Monterey Park store.
All of our retail supermarkets lease operating space from various third parties with which we maintain long-term leases.

 The list below details the information related
to our leases:

 Store Name

 Location

 Gross
 Sq. Ft.

 Lease End
 Date
 (including all
 renewal options)

 Good Fortune Supermarket of San Gabriel, LP

 137 S. San Gabriel Blvd., San Gabriel, CA, 91776

 25,638

 11/30/2030

 Good Fortune Supermarket of Monrovia, LP

 935 W. Duarte Road, Monrovia, CA, 91016

 25,320

 8/31/2055

 GF Supermarket of MP, Inc. (Acquisition on 6/30/2022)

 127 N. Garfield Avenue, Monterey Park, CA 91732

 31,716

 5/1/2028

 Lee Lee – Peoria Store

 7575 W. Cactus Road, Peoria, AZ 85381

 60,080

 1/31/2044

 Lee Lee – Chandler Store

 2025 N. Dobson Road, Chandler, AZ 85224

 52,224

 2/8/2049

 Lee Lee – Tucson Store

 1990 Orange Grove Road, Tucson, AZ 85704

 51,422

 12/31/2050

 We believe that our facilities are sufficient for
our current needs and operations. For more information on the Company's leases, please refer to Note 13 — " Leases "
in the notes to our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

 ITEM 3. LEGAL PROCEEDINGS

 Information regarding our legal proceedings can
be found in Note 18 — " Commitments and Contingencies " to the consolidated financial statements included in this
Annual Report on Form 10-K and is incorporated herein by reference.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Our Class A common stock is listed on the Nasdaq
Stock Market LLC under the trading symbol "MSS."

 Stockholders

 As of August 12, 2025, we had six stockholders of
record of our Class A common stock.

 Dividend Policy

 We have never declared or paid cash dividends on
our capital stock. We currently intend to retain any future earnings for use in the operation of our business and do not intend to declare
or pay any cash dividends on our Class A common stock in the foreseeable future. Any further determination to pay dividends on our capital
stock will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results
of operations, cash flows, capital requirements, general business conditions, and other factors that our board of directors considers
relevant.

 Recent Sales of Unregistered Securities

 There were no sales of unregistered securities
during the fiscal year ended April 30, 2025 other than those transactions previously reported to the SEC on our Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K.

 Issuer Purchases of Equity Securities

 The Company did not repurchase any of its outstanding
shares of Class A common stock during the fourth quarter of the fiscal year ended April 30, 2025.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

 This management's discussion and analysis
of financial condition and results of operations contains forward-looking statements that involve risks and uncertainties. See "Special
Note Regarding Forward-Looking Statements" for a discussion of the uncertainties, risks and assumptions associated with those statements.
You should read the following discussion in conjunction with our audited consolidated financial statements and related notes which are
included elsewhere in this Annual Report on Form 10-K. Our actual results may differ materially from those discussed in the forward-looking
statements as a result of various factors, including, but not limited to, those described under "Risk Factors", and included
in other portions of this Annual Report on Form 10-K.

 Cautionary Note Regarding Forward-Looking Statements

 This Annual Report on Form 10-K includes forward-looking
statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties, and assumptions about us that may cause our actual results, levels of
activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such
as "may," "should," "could," "would," "expect," "plan," "anticipate,"
"believe," "estimate," "continue," or the negative of such terms or other similar expressions. Factors
that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange
Commission ("SEC") filings. References to "we,", "us," "our," "Maison" or
the "Company" are to Maison Solutions Inc., except where the context requires otherwise.

 Overview

 We are a fast-growing, specialty grocery retailer
offering traditional Asian food and merchandise to modern U.S. consumers, in particular to members of Asian-American communities. We are
committed to providing Asian fresh produce, meat, seafood, and other daily necessities in a manner that caters to traditional Asian-American
family values and cultural norms, while also accounting for the new and faster-paced lifestyle of younger generations and the diverse
makeup of the communities in which we operate. To achieve this, we are developing a center-satellite stores network.

 Since our formation in July 2019, we have acquired
equity interests in four (4) traditional Asian supermarkets in Los Angeles, California. Since April 30, 2022, we have been operating these
supermarkets as center stores. The center stores target traditional Asian-American, family-oriented customers with a variety of meat,
fresh produce and other merchandise, while additionally stocking items which appeal to the broader community. We are operating these traditional
Asian-American, family-oriented supermarkets with our management's deep cultural understanding of our consumers' unique consumption
habits.

 In addition to the traditional supermarkets, on
December 31, 2021, we acquired a 10% equity interest in a new grocery store located in Alhambra, California, a young and active community
(the "Alhambra Store") from Mrs. Grace Xu, the spouse of Mr. John Xu, our chief executive officer ("CEO"), Chairman
and President. Our intention is to acquire the remaining 90% equity interest in the Alhambra Store and operate it as our first satellite
store. The investment in the Alhambra Store is considered a related party transaction because Mrs. Xu is the spouse of Mr. Xu, our CEO,
Chairman and President. Please refer to "Certain Relationships and Related Party Transactions" for further explanation.

 In May 2021, the Company acquired 10% of the equity
interests in Dai Cheong, a wholesale business which mainly supplies foods and groceries imported from Asia, which is owned by John Xu,
our CEO, Chairman and President. We intend to acquire the controlling ownership of Dai Cheong. By adding Dai Cheong to our portfolio,
we will take the first step toward creating a vertically integrated supply-retail structure. Having an importer as a part of our portfolio
will allow us the opportunity to offer a wider variety of products and to reap the benefits of preferred wholesale pricing.

 On June 27,
2023, we invested $1,440,000 for 40% equity interest in HKGF Market of Arcadia, LLC ("HKGF Arcadia"), a supermarket in the
city of Arcadia, California, to further expand our footprint to new neighborhood. On December 6, 2023, we invested an additional $360,000
for another 10% equity interest in HKGF Arcadia. On February 1, 2024, the Company and JC Business Guys, Inc., the only other member of
HKGF Arcadia ("JC Business Guys"), entered into a third amendment to the operating agreement of HKGF Arcadia to decrease our
percentage equity interest in HKGF Arcadia to 49% and increase JC Business Guy's percentage equity interest to 51%.

 On November
3, 2023, we incorporated a wholly-owned subsidiary, AZLL LLC ("AZLL"), in Arizona. On April 8, 2024, AZLL closed an acquisition
transaction and purchased 100% of the equity interests in Lee Lee Oriental Supermart, Inc. ("Lee Lee") for an aggregate purchase
price of approximately $22.2 million, consisting of: (i) $7.0 million in cash paid immediately at the closing of the transaction, and
(ii) a senior secured promissory note (the "Secured Note") with an original principal amount of approximately $15.2 million
pursuant to a senior secured note agreement dated April 8, 2024 and amended on October 21, 2024 (as amended, the "Senior Secured
Note Agreement"). Lee Lee is a three-store supermarket chain operating in Arizona under the name Lee Lee International Supermarkets
and specializing in ethnic groceries.

 On June 7,
2025, Maison EL Monte, Inc. entered into a lease termination agreement the lessor, pursuant to the agreement, the lessee Maison El Monte
agreed to pay the lessor a total sum of One Hundred Thousand Dollars ($100,000) as consideration for the lessor's agreement to terminate
the lease and release the lessee from all obligations and liabilities under the lease, including, but not limited to, any outstanding
rent. The Company closed Maison El Monte store accordingly. The strategic decision to close Maison El Monte store is part of the Company's
ongoing commitment to improve its profitability and support sustainable growth.

 Collaboration with JD.com

 On April 19, 2021, JD E-commerce America
Limited ("JD US"), the U.S. subsidiary of JD.com, and Maison entered into a Collaboration Agreement (the "Collaboration
Agreement") pursuant to which JD.com will provide services to Maison focused on updating in store technology through the development
of a new mobile app, the updating of new in-store technology, and revising store layouts to promote efficiency. The agreement included
a consultancy and initialization fee of $220,000, 40% of which was payable within three (3) days of effectiveness and which has been
paid, 40% of which is due within three (3) days of the completion and delivery of initialization services as outlined in the Collaboration
Agreement, and the remaining 20% is payable within three (3) days of the completion and delivery of the implementation services,
as outlined in the Collaboration Agreement. The Collaboration Agreement also included certain additional storage and implementation fees
to be determined by the parties and royalty fees, following the commercial launch of the platform developed by JD.com, of 1.2% of gross
merchandise value based on information generated by the platform. For each additional store requiring consultancy and initialization service,
an additional $50,000 will be charged for preparing the feasibility plan for such additional store. The Collaboration Agreement has an
initial term of 10 years and customary termination and indemnification provisions. Simultaneously with the effectiveness of the Collaboration
Agreement, JD US and Maison entered into an Intellectual Property License Agreement (the "IP Agreement") outlining certain
trademarks, logos and designs and other intellectual property rights used in connection with the retail supermarket operations outlined
in the Collaboration Agreement, which includes an initial term of 10 years and customary termination provisions.

 Key Factors that Affect Operating Results

 Inflation

 The inflation rate for the United States was
2.3% for the year ended April 30, 2025, 3.4% for the year ended April 30, 2024 according to Bureau of Labor Statistics. Inflation increased
our purchase costs, occupancy costs, and payroll costs.

 Operating Cost Increase After Initial Public Offering

 We historically have operated our business as a
private company. We completed our initial public offering on October 10, 2023. As a public company, we are subject to increased operating
costs related to our listing on Nasdaq, including increased costs related to our compliance with Securities Act and Exchange Act periodic
reporting, annual audit expenses, legal service expenses, and related consulting service expenses.

 Competition

 Food retail is a competitive industry. Our competition
varies and includes national, regional, and local conventional supermarkets, national superstores, alternative food retailers, natural
foods stores, smaller specialty stores, farmers' markets, supercenters, online retailers, mass or discount retailers and membership
warehouse clubs. Our principal competitors include 99 Ranch Market and H-Mart for conventional supermarkets and Weee! for online
groceries. Each of these stores competes with us based on product selection, product quality, customer service, price, store format, location,
or a combination of these factors. In addition, some competitors are aggressively expanding their number of stores or their product offerings.
Some of these competitors may have been in business longer, may have more experience operating multiple store locations, or may have greater
financial or marketing resources than us.

 As competition in certain areas intensifies or
competitors open stores within proximity to our stores, our results of operations may be negatively impacted through a loss of sales,
decrease in market share, reduction in margin from competitive price changes, or greater operating costs. In addition, other established
food retailers could enter our markets, increasing competition for market share.

 Payroll

 As of April 30, 2025, we had approximately 378
employees including employees from our newly acquired subsidiary, Lee Lee, which is based in the State of Arizona. Our employees are not
unionized nor, to our knowledge, are there any plans for them to unionize. We have never experienced a strike or significant work stoppage.
We consider our employee relations to be good. Minimum wage rates in some states have recently increased. For example, in California,
the minimum wage was $15.50 per hour in 2023 and increased to $16.50 per hour starting from January 1, 2025; in Arizona, the minimum wage
was $13.85 per hour in 2023, and increased to $14.35 per hour starting from January 1, 2024. Our payroll and payroll tax expenses were
$15.0 million and $7.4 million for the years ended April 30, 2025 and 2024, respectively.

 Vendor and Supply Management

 Maison believes that a
centralized and efficient vendor and supply management system is the key to profitability. Maison has major vendors, including Lawrence
Wholesale, BRC International Inc, XHJC Holding Inc, K.C. Produce and GF Distribution, Inc. For the year ended April 30, 2025, these five
suppliers accounted for 11%, 7%, 7%, 5%, and 4% of the Company's total purchases, respectively. For the year ended April 30, 2024,
three suppliers accounted for 26%, 15% and 7% of the Company's total purchases, respectively. Maison believes that its centralized
vendor management enhances its negotiating power and improves its ability to manage vendor payables.

 Store Maintenance and Renovation

 From time to time, Maison
conducts maintenance on the fixtures and equipment for its stores. Any maintenance or renovations could interrupt the operation of our
stores and result in a decline in customer volume. Significant maintenance or renovation would affect our operations and operating results.
Meanwhile, improving the store environment can also attract more customers and lead to an increase in sales. Maison focused on improving
and renovating our stores for the years ended April 30, 2025 and 2024. We spent $0.86 million (including $0.48 million for Lee Lee) for
the year ended April 30, 2025 for repairs and maintenance and supermarket renovation, an increase of $0.66 million compared to $0.20 for
the year ended April 30, 2024 mainly due to the acquisition of our new subsidiary Lee Lee.

 Going Concern

 As reflected in the accompanying consolidated financial statements
for the year ended April 30, 2025, the Company had a net income of $1,169,273. However, the Company had an accumulated
deficit of approximately $1.65 million and negative working capital of $9.82 million as of April 30, 2025. The Company also needs approximately
$5.64 million cash to repay Lee Lee's acquisition price by May 2026, the acquisition was completed on April 8, 2024. The working
capital requirements are affected by the efficiency of operations and depend on the Company's ability to increase its revenue. The
Company plans to increase its revenue by strengthening its sales force, providing attractive sales incentive programs, recruiting experienced
industry-related managerial personnel, increasing marketing and promotion activities, seeking suppliers with competitive price and good
quality products, opening or acquiring additional specialty supermarkets in the locations that have less-competition. If deemed necessary,
management could also seek to raise additional funds by way of admitting strategic investors, or private or public offerings, or by seeking
to obtain loans from banks or others, to support the Company's daily operation. While management of the Company believes in the
viability of its strategy to generate sufficient revenues and its ability to raise additional funds on reasonable terms and conditions,
there can be no assurances to that effect. The ability of the Company to continue as a going concern depends upon the Company's
ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds. There is no
assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the
amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. If the Company
is unable to raise additional funding to meet its working capital needs in the future, it may be forced to delay, reduce or cease its
operations.

 Critical Accounting Policy

 Related Parties

 The Company identifies
related parties, and accounts for, and discloses related party transactions in accordance with ASC Topic 850 "Related Party
Disclosures" and other relevant ASC standards. Parties are considered to be related to the Company if the parties, directly or indirectly,
through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include
principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management
and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating
policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

 Use of Estimates

 The preparation of consolidated
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements
and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates are used for, but not
limited to, useful lives of property and equipment, commitments and contingencies, inventory reserve, allowance for estimated uncollectable
accounts receivables and other receivables, impairment of long-lived assets, contract liabilities, and valuation of deferred tax
assets. Given the global economic climate and additional or unforeseen effects from the COVID-19 pandemic, these estimates have become
more challenging, and actual results could differ materially from these estimates.

 Inventories

 Inventories, consisting
of products available for sale, are primarily accounted for using the first-in, first-out method, and are valued at the lower of
cost and net realizable value. This valuation requires us to make judgments, based on currently available information, about the likely
method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable
values of each disposition category. The Company records inventory shrinkage based on historical data and management's estimates
and provided a reserve for inventory shrinkage for the fiscal years ended April 30, 2025 and 2024. The Company provided
a reserve (reversal) for inventory shrinkage of $276,900 and $(5,961) for the years ended April 30, 2025 and 2024, respectively.

 Revenue Recognition

 The Company adopted ASC
Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), from May 1, 2020 using the modified retrospective
transition approach to all contracts that did not have an impact on the beginning retained earnings on May 1, 2020. The Group's
revenue recognition policies effective on the adoption date of ASC Topic 606 are presented as below.

 In accordance with ASC
Topic 606, the Company's performance obligation is satisfied upon the transfer of goods to the customer, which occurs at the point
of sale. Revenues are recorded net of discounts, sales taxes, and returns and allowances.

 The Company sells Company
gift cards to customers. There are no administrative fees on unused gift cards and the gift cards do not have an expiration date. Gift
card sales are recorded as contract liability when sold and are recognized as revenue when either the gift card is redeemed or the likelihood
of the gift card being redeemed is remote ("gift card breakage"). The Company's gift card breakage rate is based upon
historical redemption patterns and it recognizes breakage revenue utilizing the redemption recognition method. The Company also offers
discounts on the gift cards sold to its customers. The discounts are recorded as sales discount when gift card been redeemed.

 The Company's contract
liability related to gift cards was $701,929 and $965,696 as of April 30, 2025 and 2024, respectively.

 Leases

 The Company determines
if an arrangement contains a lease at the inception of a contract under ASC Topic 842. At the commencement of each lease, management determines
its classification as an operating or finance lease. For leases that qualify as operating leases, ROU assets and liabilities are recognized
at the commencement date based on the present value of any remaining lease payments over the lease term. For this purpose, the Company
considers only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicit
rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present
value of lease payments. The ROU assets include adjustments for accrued lease payments.

 ROU assets also include
any lease payments made prior to commencement and are recorded net of any lease incentives received. The Company's lease terms may
include options to extend or terminate the lease when it is reasonably certain that it will exercise such options.

 A short-term lease
is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase
the underlying asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a short-term lease,
the Company evaluates the lease term and the purchase option. Hence, the Company does not recognize any operating lease ROU assets and
operating lease liabilities for short-term leases.

 The Company evaluates
the carrying value of ROU assets if there are indicators of impairment and review the recoverability of the related asset group. If the
carrying value of the asset group is determined to not be recoverable and is in excess of the estimated fair value, the Company will record
an impairment loss in other expenses in the consolidated statements of operations.

 The Company also subleases
certain mini stores that are within the supermarket to other parties. The Company collects security deposits and rent from these sub-lease tenants.
The rent income collected from sub-lease tenants recognized as rental income and deducted occupancy cost.

 Recently Issued Accounting Pronouncements

 Please refer to Note 2
— " Summary of significant accounting policies " for details.

 How to Assess Our Performance

 In assessing performance,
management considers a variety of performance and financial measures, including principal growth in net revenue, gross profit and selling,
and general and administrative expenses. The key measures that we use to evaluate the performance of our business are set forth below.

 Net Revenue

 Our net revenues comprise
gross revenues net of returns and discounts. We do not record sales taxes as a component of retail revenues as it is considered a pass-through conduit
for collecting and remitting sales taxes.

 Gross Profit

 We calculate gross profit
as net revenues less cost of revenues and occupancy costs. Gross margin represents gross profit as a percentage of net revenues. Occupancy
costs include store rental costs. The components of our cost of revenues and occupancy costs may not be identical to those of our competitors.
As a result, our gross profit and gross margin may not be comparable to similar data made available by our competitors.

 Cost of revenue includes
the purchase price of consumer products, inbound and outbound shipping costs, including costs related to our sorting and delivery center,
and where we are the transportation service provider. Shipping costs to receive products from our suppliers are included in our inventory
and recognized in cost of revenues upon sale of products to our customers.

 Selling, General and Administrative
Expenses

 Selling, general, and
administrative expenses primarily consist of retail operational expenses, administrative salaries and benefits costs, marketing costs,
advertising costs, and corporate overhead.

 Selling expenses mainly
consist of advertising costs, promotion expenses, and payroll and related expenses for personnel engaged in selling and marketing activities.

 General and administrative
expenses primarily consist of costs for corporate functions, including payroll and related expenses; facilities and equipment expenses,
such as depreciation and amortization expense and rent; and professional fees and litigation costs.

 Results of Operations for the Years Ended
April 30, 2025 and 2024

 2025

 2024

 Change increase (decrease)

 Net revenues

 $
 124,217,480

 $
 58,043,161

 $
 66,174,319

 114.0
 %

 Cost of revenues

 97,874,929

 46,422,064

 51,452,865

 110.8
 %

 Gross profit

 26,342,551

 11,621,097

 14,721,454

 126.7
 %

 Operating expenses

 19,718,836

 10,155,828

 9,563,008

 94.2
 %

 7,888,721

 4,169,275

 3,719,446

 89.2
 %

 27,607,557

 14,325,103

 13,282,454

 92.7
 %

 Loss from operations

 (1,265,006
)

 (2,704,006
)

 1,439,000

 53.2
 %

 Other income (expenses), net

 3,527,799

 (118,201
)

 3,646,000

 3,084.6
 %

 Interest expense, net

 (1,167,895
)

 (124,260
)

 1,043,635

 839.9
 %

 Income (loss) before income taxes

 1,094,898

 (2,946,467
)

 4,041,365

 137.2
 %

 Income tax provisions

 173,989

 440,562

 (266,573
)

 (60.5
)%

 Net income (loss) before noncontrolling interests

 920,909

 (3,387,029
)

 4,307,938

 127.2
 %

 Net loss attributable to noncontrolling interests

 (248,364
)

 (46,823
)

 (201,541
)

 (430.4
)%

 Net income (loss) attributable to Maison Solutions Inc.

 $
 1,169,273

 $
 (3,340,206
)

 $
 4,509,479

 135.0
 %

 Revenues

 2025

 2024

 Perishables

 $
 63,789,150

 $
 31,358,590

 $
 32,430,560

 103.4
 %

 Non-perishables

 60,428,330

 26,684,571

 33,743,759

 126.5
 %

 Net revenue

 $
 124,217,480

 $
 58,043,161

 $
 66,174,319

 114.0
 %

 Our net revenues were
approximately $124.2 million for the year ended April 30, 2025, an increase of approximately $66.2 million or 114.0%, from approximately
$58.0 million for the year ended April 30, 2024. The increase in net revenues was driven by the inclusion of revenues from our newly acquired
subsidiary, Lee Lee (acquired in April 2024), of $78.2 million, which was partly offset by decreased sales of Maison Monterey Park by
$2.3 million, decreased sales of Maison San Gabriel by $2.9 million, decreased sales of Maison Monrovia by $1.5 million and decreased
sales of Maison El Monte by $0.6 million, as compared to the year ended April 30, 2024. Our four California-based supermarkets contributed
$46.1 million in revenue during the year ended April 30, 2025, a decrease of approximately $7.3 million, as compared to the year ended
April 30, 2024. The $7.3 million decrease was mainly due to high competition from nearby Asian supermarkets as there are too many supermarkets
including Asia supermarkets in the surrounding area of our stores.

 Cost of Revenues

 2025

 2024

 Total cost of revenues

 $
 97,874,929

 $
 46,422,064

 $
 51,452,865

 110.8
 %

 Cost of revenues includes
cost of supermarket product sales and occupancy costs, which are store rent expense, depreciation for store property and equipment, inventory
shrinkage costs and store supplies. The depreciation expense comes from machinery & equipment, such as refrigerators, water heaters,
forklifts, and freezers and furniture & fixtures, such as metal shelves, shopping carts, and LED lights. Shrinkage costs are different
for different types of products. For example, fruits and vegetables have a high allowance rate during the receiving and display process.
The seafood and meat departments have a low allowance rate because the non-fresh products can freeze and sell for the same price
or even higher price after being cut. The cost of revenues increased by $51.5 million, from $46.4 million for the year ended April 30,
2024, to approximately $97.9 million for the year ended April 30, 2025. The increase in cost of revenues was mainly from our newly acquired
subsidiary, Lee Lee (acquired in April 2024), by $60.9 million, which was partly offset by decreased cost of revenues from our four California-based
supermarkets by $5.8 million.

 Gross Profit and Gross Margin

 Nine Months Ended January 31,

 2025

 2024

 Gross Profit

 $
 26,342,551

 $
 11,621,097

 $
 14,721,454

 126.7
 %

 Gross Margin

 21.3
 %

 20.0
 %

 -

 1.3
 %

 Gross profit was approximately
$26.3 million and $11.6 million for the years ended April 30, 2025 and 2024, respectively. Gross margin was 21.3% and 20.0% for the year
ended April 30, 2025 and 2024, respectively. Our supermarkets' sales profit margins increased by 1.3% for the year ended April 30,
2025 compared to the year ended April 30, 2024. The increase in our gross profit was mainly due to the higher gross profit from our new
acquired subsidiary Lee Lee.

 Total Operating Expenses

 2025

 2024

 Selling Expenses

 $
 19,718,836

 $
 10,155,828

 $
 9,563,008

 94.2
 %

 General and Administrative Expenses

 7,888,721

 4,169,275

 3,719,446

 89.2
 %

 Total Operating Expenses

 $
 27,607,557

 $
 14,325,103

 $
 13,282,454

 92.7
 %

 Percentage of revenue

 22.3
 %

 24.7
 %

 (2.3
)%

were approximately $27.6 million for the year ended April 30, 2025, an increase of approximately $13.3 million, compared to approximately
$14.3 million for the year ended April 30, 2024. Total operating expenses as a percentage of revenues were 22.3% and 24.7% for the years
ended April 30, 2025 and 2024, respectively. The increase in operating expenses was primarily attributable to the increase in selling
expenses, which included the increase in payroll expense, utility expense, and merchant service charges as result of the acquisition of
Lee Lee. Payroll expense increased by $7.6 million in the year ended April 30, 2025, as compared to the year ended April 30, 2024 due
to the increase of hourly rate and increased number of employees due to the acquisition of Lee Lee. Utility expenses increased by $0.9
million in the year ended April 30, 2025, as compared to the year ended April 30, 2024. Merchant service charges increased by $1.1 million
in the year ended April 30, 2025, as compared to the year ended April 30, 2024 due to increased sales from Lee Lee as describe above.

 The increase in general
and administrative expenses during the year ended April 30, 2025 was primarily due to increased office expenses of approximately $554,386,
increased professional fees by $1.2 million, increased amortization expense by $390,681 due to the new trademark acquired through the
acquisition of Lee Lee, increased insurance expense by $403,442, increased repair and maintenance expense by $648,967, and increased office
expenses and supplies by $582,033.

 Other Income (Expenses), Net

 Other income were $3,527,799 for the year ended April 30, 2025 compared
to other expense of $118,201 for the year ended April 30, 2024. For the year ended April 30, 2025, other income mainly consisted of 1)
$2,600,000 income from sale of software license of two software systems (the smart shelf display and store design software and the supply
chain management software) to four licensees for granting them the perpetual, non-exclusive and non-transferable license to utilize both
software systems, 2) change in fair value of derivative liability of $801,988, 3) consulting income of $450,000 for providing other non-related
supermarkets the comprehensive consulting services aiming at enhancing operational efficiency, optimizing resource allocation, and supporting
overall business growth, and 4) other income of $191,551, other income was partly offset by investment loss of $515,740 ($474,965 investment
loss from HKGF Arcadia and $40,775 from Alhambra Store). For the year ended April 30, 2024, other expenses mainly consisted of investment
loss from equity method investment of $538,542, which was partly offset by $383,161 employee retention credit ("ERC") received
in 2024 and other income of $37,180.

 Interest Income (Expense), Net

 Interest expense was $1,167,895 for the year ended April 30, 2025,
an increase of $1,043,635 from $124,260 for the year ended April 30, 2024. For the year ended April 30, 2025, the interest expense was
for the SBA loans and note payable arising from the acquisition of Lee Lee. For the year ended April 30, 2024, the interest expense was
for the SBA loans and the AFNB loans. The AFNB loans were repaid in full as of April 30, 2024.

 Income Taxes Provisions

 Income tax expense was
$173,989 for the year ended April 30, 2025, a decrease of $266,573 from income taxes expense of $440,562 for the year ended April 30,
2024. The decrease in income tax expense was mainly due to the net loss from Maison parent company, decreased taxable income for Maison
Monterey Park supermarket, and increased taxable loss for our other three California-based supermarkets.

 Net Income (Loss)

 Net income attributable
to the Company was $1,169,273 for the year ended April 30, 2025, an increase of $4,509,479, or 135.0%, from a $3,340,206 net loss attributable
to the Company for the year ended April 30, 2024. This was mainly attributable to the reasons discussed above, which included an increase
in gross profit by $14,721,454 mainly from Lee Lee store, and increased other income by $3,623,198, which was partly offset by increased
interest expenses by $1,043,635, and increased operating expenses by $13,282,454.

 Liquidity and Capital Resources

 Cash Flows for the Year Ended April
30, 2025 Compared to the Year Ended April 30, 2024

 As of April 30, 2025,
we had cash and cash equivalents of approximately $775,360. We had net income attributable to us of $1,169,273 for the year ended April
30, 2025, and had a working capital deficit of approximately $9.82 million as of April 30, 2025. As of April 30, 2025, the Company had
outstanding loan facilities of approximately $2.62 million SBA loans, $5.64 million secured senior note payable due to the acquisition
of Lee Lee, and $3.00 million convertible note payable.

 In assessing its liquidity,
management monitors and analyzes the Company's cash on-hand, its ability to generate sufficient revenue sources in the future,
and its operating and capital expenditure commitments. We have funded our working capital, operations and other capital requirements
in the past primarily by equity contributions from shareholders, cash flow from operations, government grants, and bank loans. Cash is
required to pay purchase costs for inventory, rental expenses, salaries, income taxes, other operating expenses and to repay debts. Our
ability to repay our current expenses and obligations will depend on the future realization of our current assets. Management has considered
the historical experience, the economy, trends in the retail grocery industry, the expected collectability of our accounts receivable
and the realization of the inventories as of April 30, 2025 and 2024. Our ability to continue to fund these items may be affected
by general economic, competitive, and other factors, many of which are outside of our control.

 On October 4, 2023, we
entered into an Underwriting Agreement with Joseph Stone Capital, LLC in connection with the Company's initial public offering
(the "IPO") of 2,500,000 shares of Class A common stock, par value $0.0001, at a price of $4.00 per share, less underwriting
discounts and commissions. The IPO closed on October 10, 2023, and the Company received net proceeds of approximately $8.72 million,
after deducting underwriting discounts and commissions and estimated IPO offering expenses payable by the Company.

 On November 22, 2023,
we entered into certain securities purchase agreements (the "Securities Purchase Agreements") with certain investors (the
"PIPE Investors"). Pursuant to the Securities Purchase Agreements, we sold an aggregate of 1,190,476 shares of the Company's
Class A common stock, par value $0.0001 per share, to the PIPE Investors at a per share purchase price of $4.20 (the "PIPE Offering").
The PIPE Offering closed on November 22, 2023. We received net proceeds of approximately $4.60 million, after deducting investment banker's
discounts and commissions and offering expenses payable by the Company.

 We plan to acquire and
open additional supermarkets, satellite stores and warehouses to expand our footprint to both the West Coast and the East Coast. To accomplish
such expansion plan, we estimate the total related capital investment and expenditures to be approximately $35 million to $40 million,
among which approximately $13 million to $16 million will be required within the next 12 months to support our preparation
and opening of new stores and acquiring additional supermarkets on the East Coast and additional regions near California. This is based
on the management's best estimate as of the date of this Report.

 We used part of the proceeds
from our IPO to support our business expansion described above. We may also seek additional financing, to the extent needed, and there
can be no assurance that such financing will be available on favorable terms, or at all. Such financing may include the use of additional
debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are
convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders. If it is
determined that the cash requirements exceed the Company's amounts of cash on hand, the Company may also seek to issue additional
debt or obtain financial support from shareholders.

 All of our business expansion
endeavors involve risks and will require significant management, human resources, and capital expenditures. There is no assurance that
the investment to be made by us as contemplated under our future expansion plans will be successful and generate the expected return.
If we are not able to manage our growth or execute our strategies effectively, or at all, our business, results of operations, and prospects
may be materially and adversely affected.

 The following table summarizes
our cash flow data for the years ended April 30, 2025 and 2024.

 Years Ended

 2025

 2024 (Restate)

 Net cash provided by (used in) operating activities

 $
 4,756,130

 $
 (3,503,146
)

 Net cash used in investing activities

 (237,355
)

 (10,132,834
)

 Net cash (used in) provided by financing activities

 (5,818,814
)

 13,140,512

 Net change in cash and restricted cash

 $
 (1,300,039
)

 $
 (495,468
)

 Operating Activities

 Net cash provided by
operating activities was approximately $4.8 million for the year ended April 30, 2025, which mainly comprised of net income of $920,909,
add-back of non-cash adjustments to net income including depreciation and amortization expense of $1,035,485, inventory impairment of
$276,900, bad debt expense of $29,493, amortization of OID and debt issuance cost of $55,417, and investment loss from 49% equity investee
HKGF Arcadia store of $474,964 and investment loss from 10% cost investee HKGF Alhambra store of $40,775. In addition, for the year ended
April 30, 2025, we had cash inflow from (i) decrease to other receivables and other current assets of $545,843, (ii) decrease to prepayments
of $824,229, (iii) decrease of inventories of $770,431, (iv) increased outstanding accounts payable of $2,657,601 (including accounts
payable from related parties of $65,767), (v) increased outstanding income tax payable of $218,890, (vi) increased operating lease liabilities
of $513,802, and (vii) increased accrued expenses and other payables of $138,581.

 However, our net cash
provided by operating activities for the year ended April 30, 2025 was impacted by deducting non-cash adjustments from net income including
change in fair value of derivative liability of $801,988 and change in deferred taxes by $88,346. In addition, for the year ended April
30, 2025, we had cash outflow from i) increased outstanding accounts receivable of $2,546,650, ii) increased accounts receivable from
related parties of $42,753, and iii) increased payment for contract liabilities of $263,768.

 Net cash used in operating
activities was approximately $3.5 million for the year ended April 30, 2024, which mainly comprised of net loss of $3,387,029, add-back
of non-cash adjustment to net loss including depreciation expense of $461,868, and investment loss from 49% equity investee HKGF Arcadia
store of $538,542. In addition, for the year ended April 30, 2024, we had cash outflow from i) increased outstanding accounts receivable
from related parties of $271,461, ii) increased prepayment to vendors of $1,716,468, iii) increased outstanding other receivables and
other current assets of $474,943, iv) increased cash outflow on security deposit of $488,717, v) payment for accounts payable of $59,633,
and vi) payment of income tax payable of $518,516.

 However, our net cash
used in operating activities for the year ended April 30, 2024 was partly offset by deducting non-cash adjustments from net loss for
reversal of bad debt of $60,000 and reversal of inventory impairment of $5,961. In addition, for the year ended April 30, 2024, we had
cash inflow from i) payment collected from accounts receivable of $203,481, ii) decrease of inventories of $914,356, iii) an increase
of accounts payable to related parties of $106,725, iv) an increase of accrued expenses and other payables of $342,592, v) an increase
of contract liabilities of $503,326, and vi) an increase of operating lease liabilities of $400,913.

 Investing Activities

 Net cash used in investing activities was $237,355
for the year ended April 30, 2025, which mainly consisted of store renovation and purchase of equipment of $175,355 and investment into
HKGF Market of Arcadia, LLC of $62,000.

 Net cash used in investing activities was approximately
$10,132,834 for the year ended April 30, 2024, which mainly consisted of store renovation and purchase of equipment of $382,132, payment
of intangible assets of $2,950,000, payment for investment into TMA Liquor Inc of $75,000, payment for 49% investment into Good Fortune
Arcadia supermarket of $1,800,000, and payment for acquisition of subsidiary Lee Lee of $7,000,000, which was partly offset by cash acquired
from acquisition of Lee-Lee of $2,074,298.

 Financing Activities

 Net cash used in financing
activities was approximately $5,818,814 for the year ended April 30, 2025, which mainly consisted of repayment for a note payable arising
from the acquisition of Lee Lee of $9,484,005, which was partially offset by increase of bank overdraft of $1,349,202 and proceeds from
a convertible note of $2,335,000.

 Net cash provided by financing activities was
approximately $13,140,512 for the year ended April 30, 2024, which mainly consisted of net proceeds from issuance of common stock of
approximately $13,313,892, bank overdraft of $97,445 and borrowing from related parties $250,000, which was partially offset by repayment
on loans payable of $370,825 million, and repayment for a note payable of $150,000.

 Debt

 U.S. Small Business Administration
(the "SBA")

 On June 15, 2020, Maison
Monrovia entered into a $150,000 Business Loan Agreement with the SBA at 3.75% annual interest rate and the maturity date on June 15,
2050.

 On June 15, 2020, Maison
San Gabriel entered into a $150,000 Business Loan Agreement with the SBA at 3.75% annual interest rate and the maturity date on June
15, 2050. On January 12, 2022, Maison San Gabriel received an extra $1,850,000 loan from the SBA at 3.75% annual interest rate and the
maturity date on June 15, 2050.

 On June 15, 2020, Maison El Monte entered into a $150,000 Business
Loan Agreement with the SBA at 3.75% annual interest rate and the maturity date on June 15, 2050. On January 6, 2022, Maison El Monte
received an extra $350,000 loan from the SBA at 3.75% annual interest rate and the maturity date on June 15, 2050.

 As of April 30, 2025 and 2024, the Company's
aggregate balance on the three SBA loans was $2,616,050 and $2,561,299, respectively.

 Senior Secured Note Payable

 On April 8, 2024, AZLL closed an acquisition transaction
and purchased 100% of the equity interests in Lee Lee for an aggregate purchase price of approximately $22.2 million, consisting of:
(i) $7.0 million in cash paid immediately at the closing of the transaction, and (ii) the Secured Note with an original principal amount
of approximately $15.2 million pursuant to the Senior Secured Note Agreement.

 Under the Senior Secured Note Agreement, the Secured
Note will accrue interest on the outstanding principal amount at an annual interest rate of five percent (5%). The payment schedule of
the principal amount of the Secured Note is as follows: (i) $2.5 million due and immediately payable on each of May 8, 2024 and June
8, 2024; (ii) $1.5 million due and immediately payable on each of September 8, 2024, October 8, 2024 and November 8, 2024; (iii) $1.0
million due and immediately payable on December 8, 2024; and (iv) approximately $4.7 million due and immediately payable on February
8, 2025. Additionally, pursuant to the terms and conditions of the Senior Secured Note Agreement, the principal amount may be adjusted
to include certain Premium Guarantees (as defined in the Senior Secured Note Agreement) if certain conditions, as set forth in the Senior
Secured Note Agreement and the Stock Purchase Agreement, are not met.

 Upon an "Event of Default" under the
Senior Secured Note Agreement, the holders of the Secured Note will have certain rights, including the right to (i) declare all of the
Obligations, as defined in the Senior Secured Note Agreement to be immediately due and payable, and (ii) resume daily operational control
of Lee Lee's operations until such time as the Obligations, as defined in the Senior Secured Note Agreement, have been satisfied.
Additionally, if an "Event of Default" occurs, the outstanding principal amount will bear interest at the simple interest
rate of 10 percent (10%) per annum, from the date of such Event of Default until all such sum are fully paid.

 On June 10, 2024, Lee Lee filed a Statement of
Conversion with the Arizona Corporation Commission (the "ACC") converting Lee Lee Oriental Supermart, Inc. into Lee Lee Oriental
Supermart, LLC, an Arizona limited liability company (the "Conversion"). Following the Conversion, AZLL filed a Statement
of Merger with the ACC, pursuant to which Lee Lee merged into AZLL, effective August 28, 2024 (the "Merger"). On September
9, 2024, AZLL filed a Statement of Division with the ACC resulting in the restoration of both Lee Lee and AZLL as separate legal entities
(the "Division"). The Conversion, the Merger and the Division are herein referred to collectively as the "Lee Lee Reorganization."

 On October 21, 2024, Lee Lee, AZLL, the Company
and the Holders entered into the First Amendment to Senior Secured Note Agreement (the "First Amendment"), which amends that
certain Senior Secured Note Agreement, dated as of April 8, 2024.Among other things, the First Amendment amends the Secured Note to (i)
reflect the Lee Lee Reorganization, (ii) modify certain cure periods pursuant to an "Event of Default" under the Secured
Note, and (iii) include certain covenants and representations with respect to the Lee Lee Reorganization. Additionally, pursuant to the
First Amendment, Lee Lee, AZLL and the Company irrevocably waive and forfeit any and all defenses, causes or remedies which may have
arisen or may arise as a result of the Lee Lee Reorganization in relation to any action or enforcement of any rights, remedies or provisions
of the Secured Note, the Security Agreement and/or otherwise at law taken by the Holders.

 On October 21, 2024, following the execution of
the First Amendment, Lee Lee, AZLL and the Holders entered into the Second Amendment to the Senior Secured Note Agreement (the "Second
Amendment"). Among other things, the Second Amendment: (i) increases the annual interest rate on the outstanding Principal Amount,
effective as of October 8, 2024, to ten percent (10%); (ii) amends the payment schedule of the principal and interest amounts to be due
every Monday of each week starting on October 14, 2024, as set forth in Exhibit A of the Second Amendment; (iii) amends the definition
of "Events of Default"; and (iv) increases the Default Rate to fourteen percent (14%) per annum. Additionally, pursuant to
the Second Amendment, upon execution of the Second Amendment, the Company paid a restructuring fee of $40,000 to the Holders.

 On March 12, 2025, we entered into a note modification
agreement dated March 12, 2025 (the "Modification Agreement") with AZLL, Lee Lee, Holders of the Secured Note, John Xu and
Grace Xu (together with the Company, the "Parties") to modify certain terms of the Note, Security Agreement and Guarantees.
Pursuant to the Modification Agreement, the Parties agreed to revise the payment schedule of the Note and extend the maturity date of
the Note to May 11, 2026 (the "Extended Maturity Date"). The Modification Agreement also provides for an additional extension
fee interest to accrue on the outstanding principal balance of the Note as of January 15, 2025 at an annual rate of eight percent (8%),
which shall become payable and immediately due on the earliest of (i) the Extended Maturity Date or (ii) immediately upon the occurrence
of any "Event of Default" under any of the Loan Documents or the Modification Agreement, as such term is defined under the
applicable Loan Document. Furthermore, the Modification Agreement includes additional "Events of Default" and remedies under
the Loan Documents, and additional covenants of the Company, among other things. The Modification Agreement increases the annual interest
rate on the outstanding Principal Amount, effective as of February 24, 2024, to twelve percent (12%). Additionally, the amount of each
Guaranty Premium shall be added to the outstanding Principal Amount of the Note as of the date Issuer's liability for payment of
the Guaranty Premium becomes fixed and shall accrue interest at the rate set forth in the Note until paid in full. The Modification stated
that no new debt or encumbrances without holders' approval. Absent Holders' prior, express written authorization, Issuer
shall not: (i) pay or incur any indebtedness outside the ordinary course of business; or (b) grant, permit or suffer the attachment of
any liens or security interests in or to any Collateral; or (c) enter into any single or series of contracts, agreements or commitments
requiring cumulative payments in excess of $10,000.00. Moreover, pursuant to the Modification Agreement, issuer shall not make any distributions
to Parent, Grantor, Guarantors or any other related party, company or entity related to the Parent, Grantor or Guarantors through any
direct or indirect ownership or control or any other financial arrangement (together, the "Related Parties"). Upon execution
of the Modification Agreement, the Company paid the Holders a $35,000 documentation fee pursuant to the terms of the Modification Agreement.

 As of April 30, 2025, the Company had an outstanding
note payable of $5,642,060 to the sellers of Lee Lee. The Company is required to repay the full amount before May 11, 2026.

 On April 8, 2024, in connection with the execution
of the Senior Secured Note Agreement, and pursuant to the Stock Purchase Agreement, AZLL entered into a guarantee (the "AZLL Guarantee")
to and for the benefit of the Sellers, pursuant to which AZLL unconditionally guarantees the payment by Lee Lee of the principal amount
of the Secured Note, as adjusted pursuant to the Secured Note and the faithful and prompt performance by Lee Lee of the conditions and
covenants of the Secured Note.

 Also on April 8, 2024, in connection with the
execution of the Senior Secured Note Agreement, and pursuant to the Stock Purchase Agreement, John Jun Xu, Chairman, Chief Executive
Officer and controlling stockholder of the Company, and Grace Xu, spouse of John Jun Xu (together with John Jun Xu, the "Xu Guarantors"),
entered into a guarantee (the "Xu Guarantee" and, together with the AZLL Guarantee, the "Guarantees") to and
for the benefit of the Sellers, pursuant to which the Xu Guarantors unconditionally guarantee the payment by Lee Lee of the principal
amount of the Secured Note, as adjusted pursuant to the Secured Note and the faithful and prompt performance by Lee Lee of the conditions
and covenants of the Secured Note.

 On October 21, 2024, AZLL entered into a First
Amendment to Guarantee of Note (the "AZLL Guarantee Amendment"), which amends the AZLL Guarantee to reflect the Lee Lee Reorganization.
Additionally, pursuant to the AZLL Guarantee Amendment, AZLL irrevocably waives any and all defenses, causes or remedies which may have
arisen or may arise as a result of the Lee Lee Reorganization in relation to any action or enforcement of any rights, remedies or provisions
of the AZLL Guarantee, the Secured Note, the Security Agreement and/or otherwise at law taken by the Holders.

 On October 21, 2024, the Xu Guarantors entered
into a First Amendment to Guarantee of Note (the "Xu Guarantee Amendment" and, together with the AZLL Guarantee Amendment,
the "Guarantee Amendments"), which amends the Xu Guarantee to reflect the Lee Lee Reorganization. Additionally, pursuant
to the Xu Guarantee Amendment, the Xu Guarantors irrevocably waive any and all defenses, causes or remedies which may have arisen or
may arise as a result of the Lee Lee Reorganization in relation to any action or enforcement of any rights, remedies or provisions of
the Xu Guarantee, the Secured Note, the Security Agreement and/or otherwise at law taken by the Holders.

 Convertible Note Payable

 On March 12, 2025, we entered into a securities
purchase agreement (the "Purchase Agreement") with an institutional investor (the "Investor" or "Holder"),
pursuant to which we agreed to issue and sell (i) a senior unsecured convertible promissory note in the aggregate original principal
amount of $3,000,000 with an original issue discount of eight and a half percent (8.5%) (the "Initial Note"), convertible
into shares (the "Conversion Shares") of Class A common stock, $0.0001 par value per share of the Company (the "Common
Stock"), and (ii) a note purchase warrant (the "Incremental Warrant"), exercisable for one or more senior unsecured
convertible promissory notes in the aggregate original principal amount of up to $6,500,000 with an original issue discount of eight
and a half percent (8.5%) and substantially in the form of the Initial Note (each an "Additional Note" and collectively,
the "Additional Notes" and together with the Initial Note, the "Notes"). On March 12, 2025 (the "Closing
Date"), we issued and sold to the Investor the Initial Note for a purchase price of $2,745,000, representing an original issue
discount of eight and a half percent (8.5%), which matures on March 12, 2027, and the Incremental Warrant, which expires on March 12,
2028. The Initial Note bears interest at a rate to 5.25% per annum and may increase to a rate of 18.00% per annum upon the occurrence
of an Event of Default (as defined in the Initial Note), for so long as such event remains uncured. Accrued interest will be paid on
a monthly basis and, at the Company's option, will either be paid in cash or paid-in-kind in shares of Common Stock, subject to
certain terms and conditions as set forth in the Initial Note.

 The Note Holder may exercise the Incremental Warrant,
in whole or in part, in increments of up to $1,500,000, but subject to a minimum increment of $250,000, at any time prior to March 12,
2028. The Incremental Warrant also provides that the Company may request that the Holder exercise the Incremental Warrant if certain terms
and conditions are satisfied as set forth in the Incremental Warrant. The aggregate exercise price to purchase the maximum aggregate principal
amount of Additional Notes issuable under the Incremental Warrant is $5,947,500, which gives effect to an original issue discount of eight
and a half percent (8.5%) for each such Additional Note issued upon the exercise of the Incremental Warrant. The Note Holder is entitled,
upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the ninetieth
(90) Trading Day following the effective date of the initial Registration Statement (the "Initial Exercise Date") and on or
prior to 5:00 p.m. (New York City time) on March 12, 2028 (the "Termination Date") but not thereafter, to subscribe for and
purchase from Maison. The incremental warrant is contingent for exercise upon effectiveness of the initial registration statement, as
of April 30, 2025, the initial registration statement was not effective yet and is under SEC review, however, the Company expects
it will meet the registration effectiveness deadline described below.

 On March 12, 2025, the Company also entered into
a registration rights agreement (the "Registration Rights Agreement") with the Investor pursuant to which the Company agreed
to register the resale of the Conversion Shares issued or issuable upon conversion of the Initial Note and any Additional Notes. The Registration
Rights Agreement requires, among other things, the Company to file an initial resale registration statement covering the Conversion Shares
with the SEC within 30 calendar days after the Closing Date. The Company is obligated to use its best efforts to have the registration
statement declared effective by the SEC as soon as practicable, but in no event later than the 60th calendar day following the Closing
Date (the "Effectiveness Deadline"). However, in the event the Company is notified by SEC that the registration statement
will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline will be accelerated to the fifth
business day following the date on which the Company is so notified if such date precedes the initial Effectiveness Deadline. In the event
the registration statement is subject to a full SEC review, or the Company is required to update the financial statements therein, which
causes the registration statement not to be declared effective by the Effectiveness Deadline, the Effectiveness Deadline will automatically
be deemed to be extended for so long as necessary, provided that the Company is using its best efforts to promptly respond to and satisfy
the requests of the SEC. During any such period, the Company will not be in default of satisfying the Effectiveness Deadline.

 Commitments and Contractual Obligations

 The following table presents
the Company's material contractual obligations as of January 31, 2025:

 Contractual Obligations

 Total

 Less than
 1 year

 1–3 years

 3–5 years

 Thereafter

 Senior secured note payable

 $
 5,642,060

 $
 4,887,094

 $
 754,966

 $
 —

 $
 —

 SBA loans

 124,424

 124,424

 2,304,990

 Convertible note payable

 3,000,000

 —

 3,000,000

 —

 —

 Operating lease obligations and others *

 38,648,721

 3,471,193

 7,009,955

 5,431,238

 22,736,335

 $
 49,906,831

 $
 8,420,499

 $
 10,889,345

 $
 5,555,662

 $
 25,041,325

 *
 exclude the lease of Maison El Monte as a result of the lease early termination on June 7, 2025

 Contingencies

 The Company is otherwise
periodically involved in various legal proceedings that are incidental to the conduct of its business, including, but not limited to,
employment discrimination claims, customer injury claims, and investigations. When the potential liability from a matter can be estimated
and the loss is considered probable, the Company records the estimated loss. Due to uncertainties related to the resolution of lawsuits,
investigations, and claims, the ultimate outcome may differ from the estimates. Although the Company cannot predict with certainty the
ultimate resolution of any lawsuits, investigations, and claims asserted against it, management does not believe any currently pending
legal proceeding to which the Company is a party will have a material adverse effect on its financial statements. Additional information
regarding our legal proceedings can be found in Note 18 — " Commitments and Contingencies " to
the consolidated financial Statements included in this Annual Report on Form 10-K and is incorporated herein by reference.

 On January 2, 2024, the
Company and our executive officers and directors, as well as Joseph Stone Capital LLC, and AC Sunshine Securities LLC, the underwriters
in the Company's initial public offering (together, the "Defendants"), were named in a class action complaint filed
in the Supreme Court of the State of New York alleging violations of Sections 11 and 15 of the Securities Act of 1933, as amended ( Ilsan
Kim v. Maison Solutions Inc., et. al, Index No. 150024/2024). As relief, the plaintiffs are seeking, among other things, compensatory
damages. On or about April 17, 2024, the parties agreed to stay the action in favor of the Rick Green matter described immediately below.

 On January 4, 2024, the
Defendants were named in a class action complaint filed in the United States District Court for the Central District of California alleging
violations of Sections 11 and 15 of the Securities Act of 1933, as amended, as well as violations of Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934, as amended ( Rick Green and Evgenia Nikitina v. Maison Solutions Inc., et. al., Case No. 2:24-cv-00063).
 As relief, the plaintiffs are seeking, among other things, compensatory damages.

 The Company and Defendants
believe the allegations in both complaints are without merit and intend to defend each suit vigorously. It is reasonably possible
that a loss may be incurred; however, the possible range of losses is not reasonably estimable given the pending status of the cases.

 On April 9, 2024, a shareholder
derivative action was brought by Shah Azad derivatively on behalf of the Company against John Xu, Tao Han, Alexandria Lopez, Bin Wang,
Mark Willis, and Xiaoxia Zhang, and the Company itself as a nominal defendant. The complaint was filed in the United States District
Court for the Central District of California, Case No. 2:24-cv-02897. On April 12, 2024, another derivative complaint was filed by Arnab
Baral in the United States District Court Central District of California, Case No. 2:24-cv-03018. The two cases have since been consolidated,
with the Azad case taking the lead. The lawsuits allege breaches of fiduciary duty, abuse of control, unjust enrichment, gross
mismanagement, waste of corporate assets, and contribution under Section 11(f) of the Securities Act and Section 21D of the Exchange
Act. The claims arise from the allegations underlying the class action securities lawsuits. On July 19, 2024, the Court ordered the Azad
case stayed until a motion to dismiss is heard in the class action securities action. The Company is not able to make a reasonable estimate
about the amount of contingent loss of these cases at current stage.

 On September 8, 2023,
a complaint was filed by former employee against Maison San Gabriel for wrongful termination and labor law violation. Maison San Gabriel
filed a general denial in November 2023. Status conference is scheduled for July 1, 2025, and final status conference is scheduled for
February 26, 2026. Trial is scheduled for March 9, 2026. In the complaint, the plaintiff's counsel asked for a range of $300,000
to $3,000,000. On August 4, 2025, both parties reached a confidential settlement agreement and release, the Company agreed to pay $25,000
to plaintiff in exchange for plaintiff's release of all claims.

 On September 3, 2024,
a claim was filed against Maison El Monte alleging violations of the Unruh Civil Rights Act and the California Disabled Persons Act for
building not having adequate access for disabilities. The case Management Conference is scheduled for January 30, 2025. On April 8, 2025,
both parties reached a confidential settlement agreement and release of claims, and the Company agreed to pay $6,000 to settle the case.

 On October 17, 2024, a complaint was filed against
HKGF Alhambra, HKGF Arcadia, Maison El Monte, Maison San Gabriel, Maison Monrovia, Maison Monterey Park and Tion Hin for unpaid invoices
of seafood purchase for $115,388.39. The case management conference is scheduled for August 4, 2025. The management is not able to estimate
the outcome of the case due to early stage of the case.

 Off-Balance Sheet Arrangements

 The Company has guaranteed
all of the loans described above, and Mr. John Xu, the Company's CEO, Chairman and President, has personally guaranteed the
loans with the SBA. The Company does not have any other off-balance sheet arrangements that either have, or are reasonably likely
to have, a current or future material effect on its financial condition.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

 As a smaller reporting company, as defined by
Rule 12b-2 of the Exchange Act, we are not required to provide the information required under this item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

 Audited Consolidated
 Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 6651)

 Consolidated Balance Sheets

 Consolidated Statements of Income

 Consolidated Statement of Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F- 1

 Report of Independent Registered Public Accounting
Firm

 To the Board of Directors and Shareholders

 Maison Solutions Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Maison Solutions Inc. (the "Company") as of April 30, 2025 and 2024, and the related consolidated statements
of operations, changes in shareholders' equity, and cash flows for each of the two years in the period ended April 30, 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, 2025 and 2024, and
the results of its operations and its cash flows for each of the two years in the period ended April 30, 2025 in conformity with accounting
principles generally accepted in the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the consolidated financial
statements, the Company has a negative working capital of approximately $9.8 million and accumulated deficit of approximately $1.6 million
as of year ended April 30, 2025. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include
any adjustments that might become necessary should the Company be unable to continue as a going concern.

 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 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 audit 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 disclosures 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.

 As discussed in Note 20 to the financial statements,
the Company restated its 2024 consolidated financial statements to correct an error in acquisition accounting. Our opinion is not modified
with respect to this matter.

 /s/ Kreit & Chiu CPA LLP

 We have served as the Company's auditor since 2022.

 Los Angeles, California

 August 14, 2024

 PCAOB Firm ID: 6651

 F- 2

AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

 As of April 30,

2025

 As of April 30,

2024 (Restated)

 ASSETS

 CURRENT ASSETS

 Cash

 $
 775,360

 $

 2,658,524

 111,874

 Accounts receivable - related parties

 472,907

 459,647

 5,754,924

 6,802,255

 Prepayments

 2,439,482

 3,263,711

 Other receivables and other current assets

 694,943

 1,240,786

 Other receivables - related parties

 128,995

 33,995

 Total current assets

 12,925,135

 13,986,566

 NON-CURRENT ASSETS

 Restricted cash

 -

 1,101

 Property and equipment, net

 2,033,932

 2,334,963

 Intangible assets, net

 7,419,812

 7,978,911

 956,008

 946,208

 Investment under cost method

 75,000

 75,000

 Investment under cost method - related parties

 203,440

 Investment under equity method

 848,493

 1,261,458

 Operating lease right-of-use assets, net

 38,058,995

 40,726,647

 14,882,849

 14,882,849.00

 Total non-current assets

 64,437,754

 68,410,577

 TOTAL ASSETS

 $
 77,362,889

 $
 82,397,143

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES

 $
 1,446,647

 $
 97,445

 7,986,255

 5,394,423

 Accounts payable - related parties

 536,373

 470,605

 Accrued expenses and other payables

 1,765,663

 1,627,082

 Other payables - related parties

 512,824

 491,586

 Income tax payable

 661,408

 442,518

 701,929

 965,696

 Operating lease liabilities, current

 4,186,193

 4,088,678

 Loan payable, current

 65,098

 Notes payable, current

 4,887,094

 15,126,065

 Total current liabilities

 22,746,598

 28,769,196

 NON-CURRENT LIABILITIES

 Long-term loan payable

 2,553,838

 2,496,201

 Security deposit from sub-tenants

 131,228

 125,114

 Operating lease liabilities, non-current

 36,763,887

 39,015,252

 Notes payable, non-current

 754,966

 Convertible notes payable, net of unamortized OID and debt issuance costs of $ 609,583

 584,199

 -

 Derivative liability

 1,004,230

 -

 Deferred tax liability, net

 1,183,914

 1,272,260

 Total non-current liabilities

 42,976,262

 42,908,827

 TOTAL LIABILITIES

 65,722,860

 71,678,023

 Commitment and contingencies (Note 18)

 STOCKHOLDER'S EQUITY

 Class A Common stock, $ 0.0001 par value, 97,000,000 shares authorized; 17,450,476 shares issued and outstanding as of April 30,2025 and 2024, respectively

 1,745

 1,745

 Class B Common stock, $ 0.0001 par value, 3,000,000 shares authorized; 2,240,000 shares issued and outstanding

 Additional paid in capital

 Accumulated deficit

 ( 1,648,223
)

 ( 2,817,495
)

 Total Maison Solutions, Inc. stockholders' equity

 11,667,269

 10,497,997

 Noncontrolling interest

 ( 27,240
)

 221,123

 Total stockholders' equity

 11,640,029

 10,719,120

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 77,362,889

 $
 82,397,143

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

 F- 3

AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF OPERATIONS

 2025

 2024

 Revenue

 $
 124,217,480

 $
 58,043,161

 Cost of goods sold

 97,874,929

 46,422,064

 Gross profit

 26,342,551

 11,621,097

 Operating expenses

 19,718,836

 10,155,828

 7,888,721

 4,169,275

 27,607,557

 14,325,103

 Loss from operations

 ( 1,265,006
)

 ( 2,704,006
)

 Non-operating income (expenses)

 Interest expense, net

 ( 1,167,895
)

 ( 124,260
)

 Investment loss

 ( 515,740
)

 ( 538,542
)

 Income from sell of software license

 2,600,000

 -

 Change in fair value of derivative liability

 801,988

 -

 Other income, net

 641,551

 420,341

 Non-operating income (expenses), net

 2,359,904

 ( 242,461
)

 Income (loss) before income taxes

 1,094,898

 ( 2,946,467
)

 Income tax expenses

 173,989

 440,562

 Net income (loss) before noncontrolling interest

 920,909

 ( 3,387,029
)

 Less: net loss attributable to noncontrolling interests

 ( 248,364
)

 ( 46,823
)

 Net income (loss) attributable to Maison Solutions, Inc.

 $
 1,169,273

 $
 ( 3,340,206
)

 Net income (loss) per share attributable to Maison Solutions, Inc.

 Basic

 $
 0.07

 $
 ( 0.19
)

 Diluted

 $
 0.07

 $
 ( 0.19
)

 Weighted average number of common stock outstanding - basic

 17,450,476

 17,913,869

 Weighted average number of common stock outstanding - diluted

 17,748,272

 17,913,869

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

 F- 4

AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 YEARS ENDED DECEMBER 31, 2025 AND 2024

 Class A

 Class B

 Additional

 Retained

 Earnings

 Total

 Common Stock

 Common Stock

 Paid-in

 (Accumulated

 Noncontrolling

 Stockholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit)

 Interests

 Equity

 Balance at April 30, 2023

 13,760,000

 $
 1,376

 2,240,000

 $

 $
 -

 $
 522,710

 $
 267,947

 $
 792,257

 Net loss

 -

 -

 -

 -

 -

 ( 3,340,206
)

 ( 46,823
)

 ( 3,387,029
)

 Issuance of common stock

 3,690,476

 -

 -

 -

 -

 13,313,892

 Balance at April 30, 2024

 17,450,476

 1,745

 2,240,000

 ( 2,817,496
)

 221,124

 10,719,120

 Net income

 -

 -

 -

 -

 -

 1,169,273

 ( 248,364
)

 920,909

 Balance at April 30, 2025

 17,450,476

 $
 1,745

 2,240,000

 $

 $

 $
 ( 1,648,223
)

 $
 ( 27,240
)

 $
 11,640,029

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

 F- 5

AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 2025

 2024
 (Restated)

 Cash flows from operating
 activities

 Net income (loss)
 before noncontrolling interest

 $
 920,909

 $
 ( 3,387,029
)

 Adjustments to reconcile
 net income (loss) to net cash provided by (used in) operating activities:

 Depreciation and amortization
 expense

 1,035,485

 461,868

 Inventory impairment (reversal)

 276,900

 ( 5,961
)

 Bad debt expense (reversal)

 29,493

 ( 60,000
)

 Investment loss

 515,740

 538,542

 Amortization of OID and
 debt issuance cost of convertible note

 55,417

 -

 Change in fair value of
 derivative liability

 ( 801,988
)

 -

 Changes in deferred taxes

 ( 88,346
)

 ( 11,698
)

 Changes in operating assets
 and liabilities:

 ( 2,546,650
)

 203,481

 Accounts receivable - related

 ( 42,753
)

 ( 271,461
)

 Inventories

 770,431

 914,356

 Prepayments

 824,229

 ( 1,716,468
)

 Other receivables and other
 current assets

 545,843

 ( 474,943
)

 ( 9,800
)

 ( 488,717
)

 2,591,834

 ( 59,633
)

 Accounts payable - related

 65,767

 106,725

 Accrued expenses and other
 payables

 138,581

 342,592

 Income tax payable

 218,890

 ( 518,516
)

 ( 263,768
)

 503,326

 Operating lease liabilities

 513,802

 400,913

 Other
 long-term payables

 6,114

 19,477

 Net
 cash provided by (used in) operating activities

 4,756,130

 ( 3,503,146
)

 Cash
 flows from investing activities

 Payment for equipment purchase

 ( 175,355
)

 ( 382,132
)

 Payment for acquisition
 of subsidiaries

 -

 ( 7,000,000
)

 Payment of intangible assets
 purchase

 -

 ( 2,950,000
)

 Cash acquired from acquisition
 of Lee Lee

 -

 Investment into TMA Liquor
 Inc

 -

 ( 75,000
)

 Investment
 into HKGF Market of Arcadia, LLC

 ( 62,000
)

 ( 1,800,000
)

 Net
 cash used in investing activities

 ( 237,355
)

 ( 10,132,834
)

 Cash
 flows from financing activities

 1,349,202

 97,445

 Borrowing from related parties

 75,989

 250,000

 Loan to related party

 ( 95,000
)

 -

 Proceeds from convertible
 note

 2,335,000

 -

 Repayment of loan payable

 -

 ( 370,825
)

 Repayment of notes payable

 -

 ( 150,000
)

 Repayment of notes payable
 arising from acquisition of Lee Lee

 ( 9,484,005
)

 -

 Net
 proceeds from issuance of common stock

 -

 13,313,892

 Net
 cash provided by (used in) financing activities

 ( 5,818,814
)

 13,140,512

 Net changes
 in cash and restricted cash

 ( 1,300,039
)

 ( 495,468
)

 Cash
 and restricted cash at the beginning of the year

 2,075,399

 2,570,867

 Cash
 and restricted cash at the end of the year

 $
 775,360

 $
 2,075,399

 Supplemental
 disclosure of cash and restricted cash

 Cash

 775,360

 $

 Restricted
 cash

 -

 1,101

 Total
 cash and restricted cash

 $
 775,360

 $
 2,075,399

 Supplemental
 disclosure of cash flow information

 Cash
 paid for interest

 $
 1,032,962

 $
 104,451

 Cash
 paid for income taxes

 $
 116,369

 $
 973,656

 Supplemental
 disclosure of non-cash investing and financing activities

 Increase
 of right-of-use assets and lease liabilities

 $
 -

 $
 10,196

 $
 -

 $
 -

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

 F- 6

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 APRIL 30, 2025 AND
2024

 1. Organization

 Maison Solutions Inc. ("Maison", the "Company",
and formerly known as "Maison International Inc.") was founded on July 24, 2019 as an Illinois corporation with its
principal place of business in California. In September 2021, the Company was redomiciled in the State of Delaware as a corporation
registered under the laws of the State of Delaware.

 Immediately upon formation, the Company acquired three retail Asian
supermarkets with two brands (Good Fortune and Hong Kong Supermarkets) in Los Angeles, California and rebranded them as "HK
Good Fortune Supermarkets." Upon completion of these acquisitions, these entities became controlled subsidiaries of the Company
(hereafter collectively referred to as "Maison Group").

 In July 2019, the Company purchased 91 % of the equity interests in Good Fortune Supermarket San Gabriel, LP ("Maison San Gabriel") and 85.25 % of the equity interests in Good Fortune Supermarket of Monrovia, LP ("Maison Monrovia"), each of which owns a Good Fortune Supermarket.

 In October 2019, the Company purchased 91.67 % of the equity interests in Super HK of El Monte, Inc. ("Maison El Monte"), which owns a Hong Kong Supermarket. The Company shut down the Maison El Monte store in June 2025. The strategic decision to close Maison El Monte store is part of the Company's ongoing commitment to improve its profitability and support sustainable growth

 On June 30, 2022, the Company purchased 100 % equity interest in GF Supermarket of MP, Inc. ("Maison Monterey Park"), the legal entity holding a supermarket in Monterey Park.

 On November 3, 2023, the Company incorporated a wholly-owned subsidiary
AZLL LLC ("AZLL") in Arizona. On April 8, 2024, AZLL closed an acquisition transaction and purchased 100 % of the equity interests
in Lee Lee Oriental Supermart, Inc ("Lee Lee") for an aggregate purchase price of approximately $ 22.2 million, consisting
of: (i) $ 7.0 million in cash paid immediately at the closing of the transaction, and (ii) a senior secured promissory note (the "Secured
Note") with an original principal amount of approximately $ 15.2 million pursuant to a senior secured note agreement dated
April 8, 2024 and amended on October 21, 2024 (as amended, the "Senior Secured Note Agreement"). Lee Lee is a three-store
supermarket chain operating in Arizona under the name Lee Lee International Supermarkets and specializing in South-East groceries.

 The Company, through its four subsidiaries, engages in the specialty
grocery retailer business. The Company is a fast-growing specialty grocery retailer offering traditional Asian food and merchandise to
U.S. consumers, in particular to Asian-American communities.

 2. Summary of significant accounting policies

 Going Concern

 As reflected in the accompanying consolidated financial
statements, for the year ended April 30, 2025, the Company had a net income of $ 1,169,273, respectively. However, the Company had an
accumulated deficit of approximately $ 1.65 million and negative working capital of $ 9.82 million as of April 30, 2025. The
Company also need approximately $ 5.64 million cash to repay Lee Lee's acquisition price by May 2026, the acquisition was
completed on April 8, 2024. The working capital requirements are affected by the efficiency of operations and depend on the
Company's ability to increase its revenue. The Company plans to increase its revenue by strengthening its sales force,
providing attractive sales incentive programs, recruiting experienced industry-related managerial personnel, increasing marketing
and promotion activities, seeking suppliers with competitive price and good quality products, opening or acquiring additional
specialty supermarkets in the locations that have less-competition. If deemed necessary, management could also seek to raise
additional funds by way of admitting strategic investors, or private or public offerings, or by seeking to obtain loans from banks
or others, to support the Company's daily operation. While management of the Company believes in the viability of its strategy
to generate sufficient revenues and its ability to raise additional funds on reasonable terms and conditions, there can be no
assurances to that effect. The ability of the Company to continue as a going concern depends upon the Company's ability to
further implement its business plan and generate sufficient revenue and its ability to raise additional funds. There is no assurance
that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the
amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. If the
Company is unable to raise additional funding to meet its working capital needs in the future, it may be forced to delay, reduce or
cease its operations.

 F- 7

 Basis of presentation

 The accompanying consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to
the rules and regulations of the Securities Exchange Commission ("SEC").

 Principles of consolidation

 The consolidated financial statements include the financial statements
of the Company and its subsidiaries and, when applicable, entities for which the Company has a controlling financial interest. All transactions
and balances among the Company and its subsidiaries have been eliminated upon consolidation.

 Noncontrolling interests

 The Company follows the Financial Accounting Standards Board's
("FASB") Accounting Standards Codification ("ASC") Topic 810, "Consolidation," governing the
accounting for and reporting of noncontrolling interests ("NCI") in partially owned consolidated subsidiaries and the loss
of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCI be treated as a separate component
of equity, not as a liability, that increases and decreases in the parent's ownership interest that leave control intact be treated
as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated
subsidiary be allocated to noncontrolling interests even when such allocation might result in a deficit balance.

 The net income attributed to NCI was separately designated in the
accompanying statements of operations. Losses attributable to NCI in a subsidiary may exceed a NCI's interests in the subsidiary's
equity. The excess attributable to NCI is attributed to those interests. NCIs shall continue to be attributed their share of losses even
if that attribution results in a deficit NCIs balance.

 As of April 30, 2025 and 2024, the Company had NCIs of $( 27,240) and
$ 221,123, respectively, which represent 9 % of the equity interest of Maison San Gabriel, 14.75 % of the equity interest of Maison
Monrovia and 8.33 % of the equity interest of Maison El Monte. For the years ended April 30, 2025 and 2024, the Company had net loss
of $ 248,364 and $ 46,823 respectively, that were attributable to NCIs.

 Use of estimates

 The preparation of consolidated financial statements in conformity
with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts
of revenues and expenses during the periods presented. Significant accounting estimates are used for, but not limited to, useful lives
of property and equipment, commitments and contingencies, inventory reserve, allowance for estimated uncollectable accounts receivable
and other receivables, impairment of long-lived assets, contract liabilities and valuation of deferred tax assets.

 F- 8

 Cash and cash equivalents

 Cash and equivalents include cash on hand, demand deposits and short-term cash
investments that are highly liquid in nature and have original maturities when purchased of three months or less. The Company's
cash is maintained at financial institutions in the United States of America. Deposits in these financial institutions may, from
time to time, exceed the Federal Deposit Insurance Corporation ("FDIC")'s federally insured limits. The standard insurance
amount is $ 250,000 per depositor, per insured bank, for each account ownership category. The bank deposits exceeding the standard
insurance amount will not be covered. As of April 30, 2025 and 2024, cash balances held in the banks, exceeding the standard insurance
amount, are $ 91,692 and $ 862,613, respectively. The Company has not experienced any losses in accounts held in these financial institutions
and believes it is not exposed to any risks on its cash held in these financial institutions.

 Restricted cash

 Restricted cash is an amount of cash deposited with banks in conjunction
with borrowings from banks. Restriction on the use of such cash and the interest earned thereon is imposed by the banks and remains effective
throughout the terms of the bank borrowings and notes payable. Restricted cash is classified as non-current assets on the Company's
consolidated balance sheets, as all the balances are not expected to be released to cash within the next 12 months. As of April
30, 2025 and 2024, the Company had restricted cash of $ nil and $ 1,101, respectively.

 Credit losses

 On May 1, 2023, the Company adopted Accounting Standards Update 2016-13 "Financial
Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments," which replaces
the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss ("CECL")
methodology.

 The Company's account receivables, prepayments, other receivables
and other current assets in the balance sheet are within the scope of ASC Topic 326. As the Company has limited customers and debtors,
the Company uses the loss-rate method to evaluates the expected credit losses on an individual basis. When establishing the loss
rate, the Company makes the assessment on various factors, including historical experience, creditworthiness of customers and debtors,
current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its
ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances
indicate that the receivable is unlikely to be collected.

 Expected credit losses are recorded as allowance for credit losses
on the consolidated statements of operations. After all attempts to collect a receivable have failed, the receivable is written off against
the allowance. In the event the Company recovers amount that is previously reserved for, the Company will reduce the specific allowance
for credit losses.

 The Company's accounts receivable arises from product sales.
The Company does not adjust its receivables for the effects of a significant financing component at contract inception if it expects
to collect the receivables in one year or less from the time of sale. The Company does not expect to collect receivables greater than
one year from the time of sale.

 The Company's policy is to maintain an allowance for potential
credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer
concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy
of these reserves. As of April 30, 2025 and 2024, there was no allowance for credit losses.

 Accounts receivable — related parties

 Accounts receivable consists primarily of receivables from related
parties on 30-day credit terms and are presented net of an allowance for estimated uncollectible amounts. The Company periodically
assesses its accounts receivable for collectability on a specific identification basis. If collectability of an account becomes unlikely,
an allowance is recorded for that doubtful account. Once collection efforts have been exhausted, the accounts receivable is written off
against the allowance. As of April 30, 2025 and 2024, the allowance for credit losses was $ 29,493 and $ nil, respectively.

 F- 9

 Prepayments

 Prepayments are mainly comprised of cash deposited and advanced to
suppliers for future inventory purchases and services to be performed. This amount is refundable and bears no interest. For any prepayments
that management determines will not be in receipts of inventories, services, or refundable, the Company recognizes an allowance account
to reserve such balances. Management reviews its prepayments on a regular basis to determine if the allowance is adequate and adjusts
the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management
has determined that the likelihood of collection is not probable. As of April 30, 2025 and 2024, the Company had made prepayments
to its vendors of $ 2,439,482 and $ 3,263,711, respectively. The Company's management continues to evaluate the reasonableness
of the allowance policy and update it if necessary.

 Other receivables and other current assets

 Other receivables and other current assets primarily include non-interest-bearing loans
of the other business entities, mainly the Company's major vendors. Management regularly reviews the aging of receivables and changes
in payment trends and records allowances when management believes collection of amounts due are at risk. Management reviews the composition
of other receivables and analyzes historical bad debts, and current economic trends to evaluate the adequacy of the reserves. Accounts
considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of April 30, 2025
and 2024, the Company did not have any bad debt allowance for other receivables.

 Inventories consisting of finished goods and products available for
sale are primarily accounted for using the first-in, first-out method. Merchandise inventories are valued at the lower of cost or
net realizable value. This valuation requires the Company to make judgments, based on currently available information, about the likely
method of disposition, such as through sales to individual customers, returns to product vendors, liquidations, and expected recoverable
values of each disposition category. The Company recorded inventory shrinkage based on the historical data and management's estimates
and provides a reserve for inventory shrinkage for the years ended April 30, 2025 and 2024. The Company provided a reserve (reversal)
for inventory shrinkage of $ 276,900 and $( 5,961) for the years ended April 30, 2025 and 2024.

 Property and equipment

 Property and equipment are stated at cost less accumulated depreciation.
Depreciation expense is computed using the straight-line method over the estimated useful lives of the individual assets.

 The following table includes the estimated useful lives of certain
of our asset classes:

 Furniture & fixtures

 5 – 10 years

 Leasehold improvements

 Shorter of the lease term or estimated useful life of the assets

 Equipment

 5 – 10 years

 Automobiles

 5 years

 The cost and related accumulated depreciation of assets sold or otherwise
retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of operations. Expenditures
for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend
the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent
events and circumstances warrant revised estimates of useful lives.

 F- 10

 Impairment of long-lived assets

 Long-lived assets, which include property and equipment, intangible
assets with finite lives, and operating lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances
indicate the carrying amount of an asset may not be recoverable.

 Recoverability of long-lived assets to be held and used is measured
by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If
the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount
by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset's
expected future discounted cash flows or market value, if readily determinable.

 The Company reviews long-lived assets for impairment whenever events
or changes in circumstances indicate that the asset's carrying amount may not be recoverable. The Company conducts its long-lived
asset impairment analyses in accordance with ASC 360-10-15, "Impairment or Disposal of Long-Lived Assets." ASC 360-10-15
requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of
the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If
the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the
amount by which the carrying amount of the asset group asset group exceeds its fair value based on discounted cash flow analysis or appraisals.
There was no impairment of long-lived assets for the years ended April 30, 2025 and 2024.

 Security deposits primarily include deposits made to the Company's
landlord for its supermarkets and office facilities. These deposits are refundable upon expiration of the lease.

 Long-term investment

 Cost method investment

 The Company accounts for investments with less than 20 % of the
voting shares and does not have the ability to exercise significant influence over operating and financial policies of the investee using
the cost method. The Company elects the measurements alternative and records investment in equity securities at the historical cost in
its consolidated financial statements and subsequently records any dividends received from the net accumulated earrings of the investee
as income. Dividends received in excess of earnings are considered a return of investment and are recorded as reduction in the cost of
the investments.

 In May 2021, the Company purchased a 10 % equity interest
in Dai Cheong Trading Company Inc. ("Dai Cheong"), a grocery trading company, for $ 162,665 from DC Holding CA, Inc.
DC Holding CA, Inc. is 100 % owned by John Xu, the Chief Executive Officer, Chairman and President of the Company. See Note 13
— " Related party balances and transactions ".

 In December 2021, the Company purchased a 10 % equity interest
in HKGF Market of Alhambra, Inc. ("HKGF Alhambra"), the legal entity holding the store for $ 40,775 from Ms. Grace Xu,
the sole shareholder of HKGF Market of Alhambra, Inc. and a related party as the spouse of Mr. John Xu, the Chief Executive Officer,
Chairman and President of the Company. See Note 13 — " Related party balances and transactions ". HKGF
Alhambra was temporarily shut down at the end of September 2024 as a result of a strategic operating decision by its management but was
later reopened on December 15, 2024. Accordingly, the Company recorded an investment loss of $ 40,775 during the year ended April
30, 2025.

 Effective on December 14, 2023, the Company purchased 10 % equity
interest in TMA Liquor Inc. ("TMA"), a liquor wholesale company, for $ 100,000. The Company paid $ 75,000 as of April
30, 2025.

 F- 11

 Equity method investment

 During the year ended April 30, 2024, the Company invested $ 1,800,000 for 49 %
equity interest in HKGF Market of Arcadia, LLC ("HKGF Arcadia"). See Note 7 — " Equity method investment ". The
Company has determined that HKGF Arcadia is not a variable interest entity ("VIE") and has evaluated its consolidation analysis
under the voting interest model with the facts that the Company does not own greater than 50 % of the outstanding voting shares,
either directly or indirectly; the Management team of HKGF Arcadia was appointed by the 51 % shareholder despite Maison and the 51 % shareholder
each appointed one director to the Board of Directors of HKGF Arcadia, the Company concluded that it should account for its investment
in HKGF Arcadia under the equity method of accounting. Under this method, the investor ("Maison") recognizes its share of
the profits and losses of the investee ("HKGF Arcadia") in the periods when these profits and losses are also reflected in
the accounts of the investee. Any profit or loss recognized by the investor appears in its income statement, any recognized profit increases
the investment recorded by the investor, while a recognized loss decreases the investment.

 Investment in equity securities is evaluated for impairment when facts
or circumstances indicate that the fair value of the long-term investments is less than its carrying value. An impairment is recognized
when a decline in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss
is other-than-temporary. These factors include, but are not limited to, the: (i) nature of the investment; (ii) cause and duration
of the impairment; (iii) extent to which fair value is less than cost; (iv) financial condition and near-term prospects
of the investments; and (v) ability to hold the security for a period sufficient to allow for any anticipated recovery in fair value.
No event had occurred and indicated that other-than-temporary impairment existed and therefore the Company did not record any impairment
charges for its investments for the years ended April 30, 2025 and 2024.

 Goodwill is the excess of purchase price and related costs over the
value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with ASC Topic 350,
"Intangibles-Goodwill and Other," goodwill is not amortized but is tested for impairment, annually or more frequently
when circumstances indicate a possible impairment may exist. Impairment testing is performed at a reporting unit level.

 In January 2017, the FASB issued ASU 2017-04, Intangibles –
Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 requires only a
one-step quantitative impairment test, whereby a goodwill impairment loss is measured as the excess of a reporting unit's carrying
amount over its fair value (not to exceed the total goodwill allocated to that reporting unit). The Company did not record any impairment
loss during the years ended April 30, 2025 and 2024.

 Leases

 The Company determines if an arrangement contains a lease at the inception
of a contract under ASC Topic 842. At the commencement of each lease, management determines its classification as an operating or
finance lease. For leases that qualify as operating leases, right-of-use ("ROU") assets and liabilities are recognized at
the commencement date based on the present value of any remaining lease payments over the lease term. For this purpose, the Company considers
only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicit rate, the
Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value
of lease payments. The ROU assets include adjustments for accrued lease payments. The ROU assets also include any lease payments made
prior to commencement and is recorded net of any lease incentives received. The Company's lease terms may include options to extend
or terminate the lease when it is reasonably certain that it will exercise such options.

 A short-term lease is defined as a lease that, at the commencement
date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably
certain to exercise. When determining whether a lease qualifies as a short-term lease, the Company evaluates the lease term and
the purchase option. Hence, the Company does not recognize any operating lease ROU assets and operating lease liabilities for short-term leases.

 The Company evaluates the carrying value of ROU assets if there are
indicators of impairment and review the recoverability of the related asset group. If the carrying value of the asset group is determined
to not be recoverable and is in excess of the estimated fair value, the Company will record an impairment loss in other expenses in the
consolidated statements of operations.

 F- 12

 The Company also subleases certain mini stores that are within the
supermarket to other parties. The Company collects security deposits and rent from these sub-lease tenants. The rent income collected
from sub-lease tenants recognized as rental income and deducted occupancy cost. Occupancy cost mainly consists of rents and common
area maintenance fees.

 Derivative liability

 A derivative is an instrument whose value is "derived"
from an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics,
including certain derivative instruments embedded in other contracts and for hedging activities.

 The Company does not invest in separable financial derivatives or
engage in hedging transactions. However, the Company entered into certain debt financing transactions as disclosed in Note 11 containing
certain conversion features that have resulted in the instruments being deemed derivatives. The Company evaluates such derivative instruments
to properly classify such instruments within equity or as liabilities in the financial statements.

 The classification of a derivative instrument is reassessed at each
reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the
date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified.

 Instruments classified as derivative liability is remeasured using
the Black-Scholes model at each reporting period (or upon reclassification) and the change in fair value is recorded on the consolidated
statement of operations. The Company had derivative liability of $ 1,004,230 as of April 30, 2025.

 Fair value of financial instruments

 The Company's financial instruments include in current assets
and current liabilities are reported in the consolidated balance sheets at cost, which approximate fair value because of the short period
of time between the origination of such instruments and their expected realization and their current market rates of interest. Fair
value measurements of nonfinancial assets and non-financial liabilities are primarily used in the impairment analysis of intangible
assets and long-lived assets.

 The Company applies the fair value measurement accounting standard
in accordance with ASC 820-10, "Fair Value Measurements and Disclosures," whenever other accounting pronouncements require
or permit fair value measurements. Fair value is an exit price, representing the amount that would be received from the sale of an asset
or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement
that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements
are required to be disclosed by level within the following fair value hierarchy:

 Level 1 – Inputs are unadjusted, quoted prices in active markets
for identical assets or liabilities at the measurement date.

 Level 2 – Inputs (other than quoted prices included in Level
1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date
and for the duration of the instrument's anticipated life. As of April 30, 2025, the Company has level 2 fair value calculations
on derivative liability.

 Level 3 – Inputs lack observable market data to corroborate
management's estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration
is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

 F- 13

 When determining fair value, whenever possible the Company uses observable
market data, and relies on unobservable inputs only when observable market data is not available.

 The following is the change in derivative liability for the year ended
April 30, 2025:

 Balance, May 1, 2024

 $

 —

 Issuance of new derivative liability

 1,806,218

 Conversions

 —

 Change in fair market value of derivative liability

 ( 801,988
)

 Balance, April 30, 2025

 $
 1,004,230

 Revenue recognition

 The Company adopted ASC Topic 606, Revenue from Contracts with
Customers ("ASC Topic 606"), from May 1, 2020, using the modified retrospective transition approach to all contracts
that did not have an impact on the beginning retained earnings on May 1, 2020. The Group's revenue recognition policies effective
on the adoption date of ASC Topic 606 are presented as below.

 In accordance with ASC Topic 606, the Company's performance
obligation is satisfied upon the transfer of goods to the customer, which occurs at the point of sale. Revenues are recorded net of discounts,
sales taxes, and returns and allowances.

 The Company sells Company gift cards to customers. There are no administrative
fees on unused gift cards, and the gift cards do not have an expiration date. Gift card sales are recorded as contract liability when
sold and are recognized as revenue when either the gift card is redeemed or the likelihood of the gift card being redeemed is remote
("gift card breakage"). The Company's gift card breakage rate is based upon historical redemption patterns, and it
recognizes breakage revenue utilizing the redemption recognition method. The Company also offers discounts on the gift cards sold to
its customers. The discounts are recorded as sales discount when gift card been redeemed. The Company's contract liability related
to gift cards was $ 701,929 and $ 965,696 as of April 30, 2025 and 2024, respectively.

 The following table summarizes disaggregated revenue from contracts
with customers by product group: perishable and non-perishable goods. Perishable product categories include meat, seafood, vegetables,
and fruit. Non-perishable product categories include grocery, liquor, cigarettes, lottery, newspaper, reusable bag, non-food, and health
products.

 Years ended

 2025

 2024

 Perishables

 $
 63,789,150

 $
 31,358,590

 Non-perishables

 60,428,330

 26,684,571

 Total revenues

 $
 124,217,480

 $
 58,043,161

 Cost of sales

 Cost of sales includes the rental expense, depreciation, the direct
costs of purchased merchandise, shrinkage costs, store supplies, and inbound shipping costs. The cost of sales is a net of vendor's
rebates and discounts.

 The Company subleases certain mini stores that are within the supermarket
to other parties. The Company collects security deposits and rents from these sub-lease tenants. The rent income collected from
sub-lease tenants are recognized as rental income reduction in rental expense.

 F- 14

 Selling expenses mainly consist of advertising costs, promotion expenses,
and payroll and related expenses for personnel engaged in selling and marketing activities. Advertising expenses, which consist primarily
of online and offline advertisements, are expensed when the services are performed. The Company's advertising expenses were $ 79,360 and
$ 208,000 for the years ended April 30, 2025 and 2024, respectively.

 General and administrative expenses mainly consist of payroll and
related costs for employees involved in general corporate functions, professional fees and other general corporate expenses, as well
as expenses associated with the use by these functions of facilities and equipment, such as rental and depreciation expenses.

 Earnings (loss) per Common Stock

 Basic earnings (loss) per common stock is computed by dividing net
income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net
income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been
outstanding if all the potential common shares pertaining to warrants, stock options, and similar instruments had been issued and if the
additional common shares were dilutive. Diluted earnings (loss) per share are based on the assumption that all dilutive convertible shares
and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding
unvested restricted stock, options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury
stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and
as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted
method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time
of issuance, if later). Potential common stock that has an anti-dilutive effect (i.e., those that increase income per common stock
or decrease loss per common stock) are excluded from the calculation of diluted loss per share. For the years ended April 30, 2025 and
2024, the Company had no dilutive shares with anti-dilutive effect.

 The following table sets forth the computation of basic and diluted
net loss per share for the years ended April 30, 2025 and 2024:

 For the years ended

 2025

 2024

 Net income (loss) for basic attributable to the Company

 $
 1,169,273

 $
 ( 3,340,206
)

 Net income (loss) for diluted attributable to the Company

 1,190,417

 ( 3,340,206
)

 Weighted average common stock outstanding- Basic

 17,450,476

 17,913,869

 Weighted average common stock outstanding-Diluted*

 17,748,272

 17,913,869

 Net loss per share of common stock-basic

 $
 0.07

 $
 ( 0.19
)

 Net loss per share of common stock-diluted

 $
 0.07

 $
 ( 0.19
)

 Concentrations of risks

 (a) Major customers

 For the years ended April 30, 2025 and 2024, the Company did not have
any customers that accounted for more than 10% of consolidated total net sales.

 (b) Major vendors

 The following table sets forth information as to the Company's
suppliers that accounted for 10% or more of the Company's total purchases for the years ended April 30, 2025 and 2024.

 April 30, 2025

 April 30, 2024

 Supplier

 Percentage of
 Total
 Purchases

 Supplier

 Percentage of
 Total
 Purchases

 A

 %

 A

 %

 B

 %

 B

 %

 C

 %

 C

 %

 F- 15

 (c) Credit risks

 Financial instruments that are potentially subject to credit risk
consist principally of accounts receivable. Accounts receivable are typically unsecured and derived from products sold to customers and
are thereby exposed to credit risk. However, the Company believes the concentration of credit risk in its accounts receivable is substantially
mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral
from customers. The Company evaluates the need for an allowance for credit losses based upon factors surrounding the credit risk of specific
customers, historical trends, and other information. Historically, the Company did not have any bad debt on its accounts receivable.

 The Company also has loan receivables to its centralized vendors occasionally.
The loan receivables are typically unsecured and exposed to credit risk. However, the Company believes that the loan receivables amount
to its centralized vendor is managed by its finance department and these centralized vendors are still providing products monthly to
the Company. The Company does not generally require collateral from the vendors. The Company also evaluates the need for an allowance
for credit losses based on upon factors surrounding the credit risks. Historically, the Company did not have any bad debt on its loan
receivables and all loan receivables been collected in subsequent period.

 Income taxes

 Income taxes are accounted for in accordance with the provisions of
ASC Topic 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax
credit carry forwards. 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. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes the enactment date. The Company's deferred tax assets
are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets
to the amount that more likely than not will be realized. In determining the need for a valuation allowance, management reviews both
positive and negative evidence, including current and historical results of operations, future income projections, and the overall prospects
of our business. Realization of the deferred tax assets is principally dependent upon achievement of projected future taxable income
offset by deferred tax liabilities. Changes in recognition or measurement are reflected in the period in which the judgment occurs.

 The Company utilizes a two-step approach to recognizing and measuring
uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if
the weight of available evidence indicates it is more likely than not the position will be sustained on audit, including resolution of
related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50 %
likely of being realized upon ultimate settlement. The Company considers many factors when evaluating our tax positions and estimating
its tax benefits, which may require periodic adjustments, and which may not accurately forecast actual outcomes. The Company includes
interest and penalties related to its tax contingencies in income tax expense.

 On March 27, 2020, the Coronavirus Aid, Relief and Economic Security
Act (the "CARES Act") was signed into law, intended to provide economic relief to those impacted by the COVID-19 pandemic.
The CARES Act, among other things, includes provisions addressing the carryback of net operating losses for specific periods, temporary
modifications to the limitations placed on the tax deductibility of net interest expenses, and technical amendments for qualified improvement
property ("QIP"). The impacts of the CARES Act are recorded as components within the Company's deferred income tax
liabilities and income tax receivable on the Company's balance sheets.

 Earnings (loss) per share

 Basic earnings (loss) per common stock is computed by dividing net
income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net
income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been
outstanding if all the potential common shares pertaining to warrants, stock options, and similar instruments had been issued and if
the additional common shares were dilutive. Diluted earnings (loss) per share are based on the assumption that all dilutive convertible
shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the
outstanding unvested restricted stock, options and warrants, and the if-converted method for the outstanding convertible instruments.
Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance,
if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the
if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period
(or at the time of issuance, if later). Potential common stock that has an anti-dilutive effect (i.e., those that increase income
per common stock or decrease loss per common stock) are excluded from the calculation of diluted loss per share. For the years ended
April 30, 2025 and 2024, the Company had no dilutive potential common stock.

 Statement of Cash Flows

 In accordance with ASC 230, "Statement of Cash Flows,"
cash flows from the Company's operations are formulated based upon the local currencies using the average exchange rate in the
period. As a result, amounts related to assets and liabilities reported on the unaudited consolidated statements of cash flows will not
necessarily agree with changes in the corresponding balances on the balance sheets.

 F- 16

 Related Parties

 The Company identifies related parties, accounts for, and discloses
related party transactions in accordance with ASC Topic 850 "Related Party Disclosures" and other relevant ASC standards.
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control,
are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management,
members of the immediate families of principal owners of the Company and its management and other parties with which the Company may
deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one
of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related
party transactions in Note 13 — " Related party balances and transactions ".

 Segment Information

 On May 1, 2024, the Company adopted ASU 2023-07, "Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures." The Company applies the "management approach" to identify
operating segments, as required by ASC 280-10-50. Under this approach, operating segments are components of the business whose operating
results are regularly reviewed by the chief operating decision maker ("CODM") to assess performance and allocate resources.
The Company's CODM is the senior executive committee, which includes the Chief Executive Officer and the Chief Financial Officer.

 The CODM manages the Company's operations as a single operating
and reportable segment, which is to sell grocery products, general merchandise, health and beauty care products, pharmacy and other items
and services in its supermarket stores. The CODM assesses segment performance and allocates resources based on net income, which is also
reported in the Company's consolidated statements of income.

 Net income is used by the CODM to evaluate the return on segment assets
and determine whether to reinvest profits in the business, fund acquisitions, or return capital to shareholders. Net income is also used
to compare actual performance against budget and to benchmark the Company's performance against industry peers. These evaluations
form the basis for internal performance assessments and management compensation decisions.

 The Company's supermarket stores are geographically based, have
similar economic characteristics, and similar expected long-term financial performance. The Company's operating segments and
reporting units are its supermarket stores, which are reported in one reportable segment. There are no segment managers who are held
accountable for operations, operating results, and plans for levels or components below the consolidated unit level. Based on qualitative
and quantitative criteria established by ASC Topic 280, "Segment Reporting", the Company considers itself to be operating
within one reportable segment.

 Recently Issued Accounting Pronouncements

 In October 2023, the FASB issued ASU No. 2023-06, "Disclosure
Improvements — Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative." The
ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The ASU was issued in response to
the SEC's August 2018 final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified
disclosure requirements that the SEC believed were duplicative, overlapping, or outdated. The guidance in ASU 2023-06 is intended to
align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities. The amendments introduced by
ASU 2023-06 are effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June
30, 2027. If, by June 30, 2027, the SEC has not removed the applicable requirements from its existing regulations, the pending content
of the associated amendment will be removed from the ASC and will not become effective for any entities. Early adoption is permitted.
The adoption of ASU 2023-06 is not expected to have a material impact on the Company's consolidated financial statements or related
disclosures.

 F- 17

 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic
740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the
rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for
fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company's management does not believe the adoption
of ASU 2023-09 will have a material impact on its financial statements and disclosures.

 In January 2025, the FASB issued ASU 2025-01 Income Statement-Reporting
Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024-03
states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026,
and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify
the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar
year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it
would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in annual
reporting period. The FASB's intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should
initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting
periods within annual reporting periods beginning after December 15, 2027.

 In November 2024, the FASB issued ASU 2024-03, Income Statement –
Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
("ASU 2024-03"), which requires the disaggregation of certain expense captions into specified categories in disclosures within
the notes to the consolidated financial statements to provide enhanced transparency into the expense captions presented on the face of
the statement of income and comprehensive income. ASU 2024-03 is effective for annual reporting periods beginning after December 15,
2026, with early adoption permitted, and may be applied either prospectively or retrospectively to financial statements issued for reporting
periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements.
On January 6, 2025, FASB issued ASU 2025-01 that clarifies for non-calendar year-end entities the interim effective date of Accounting
Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic
220-40): Disaggregation of Income Statement Expenses. Public business entities are required to adopt the guidance in Update 2024-03 in
annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December
15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.

 In March 2025, the FASB issued ASU 2025-02—Liabilities (405):
Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. The amendments in this Update are effective immediately
and on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company is currently evaluating the effect
of adoption of this standard to its consolidated financial statements and disclosures.

 The Company's management does not believe that any other recently
issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company's financial
statement presentation or disclosures.

 3. Inventories, net

 A summary of inventories, net was as follows:

 2025

 2024

 Perishables

 $
 597,993

 $
 2,406,500

 Non-perishables

 5,470,621

 4,432,545

 Reserve for inventory shrinkage

 ( 313,690
)

 ( 36,790
)

 $
 5,754,924

 $
 6,802,255

 F- 18

 Movements of reserve for inventory shrinkage were as follows:

 2025

 2024

 Beginning balance

 $
 36,790

 $
 42,750

 Provision for (reversal of) inventory shrinkage reserve

 276,900

 ( 5,960
)

 Ending Balance

 $
 313,690

 $
 36,790

 4. Prepayments

 Prepayments consisted of the following:

 2025

 2024

 Prepayment for inventory purchases

 $
 1,954,748

 $
 2,784,647

 Prepaid directors and officers ("D&O") insurance

 132,529

 130,354

 Prepaid income tax

 196,900

 193,700

 Prepaid professional service

 25,902

 25,607

 Prepaid rent

 129,403

 129,403

 Total prepayments

 $
 2,439,482

 $
 3,263,711

 As of April 30, 2025, the prepayment for inventory purchases mainly
consisted of $ 981,446 paid to GF Distribution, Inc., one of the Company's major vendors; and $ 963,302 paid to XHJC Holdings
Inc., which is the Company's new centralized vendor, and prepayment to other vendors of $ 10,000.

 As of April 30, 2024, the prepayment for inventory purchases mainly
consisted of $ 1,234,234 paid to GF Distribution, Inc., one of the Company's major vendors; and $ 1,515,065 paid to XHJC
Holdings Inc., which is the Company's new centralized vendor, and prepayment to other vendors of $ 35,348.

 5. Property and equipment, net

 Property and equipment consisted of the following:

 2025

 2024

 Furniture & Fixtures

 $
 3,225,560

 $
 3,225,560

 Equipment

 4,516,337

 4,457,856

 Leasehold Improvement

 2,386,693

 2,269,819

 Automobile

 715,948

 715,948

 Total property and equipment

 10,844,538

 10,669,183

 Accumulated depreciation

 ( 8,810,606
)

 ( 8,334,220
)

 Property and equipment, net

 $
 2,033,932

 $
 2,334,963

 F- 19

 Depreciation expenses included in the general and administrative expenses
for the years ended April 30, 2025 and 2024 were $ 43,308 and $ 26,727, respectively. Depreciation expense included in the cost of
sales for the years ended April 30, 2025 and 2024 were $ 433,078 and $ 267,269, respectively.

 6. Intangible assets

 Intangible assets consisted of the following:

 2025

 2024

 Liquid license

 $
 17,482

 $
 17,482

 Software systems (a)

 2,950,000

 2,950,000

 Trademark (b)

 5,194,000

 5,194,000

 Total intangible assets

 8,161,482

 8,161,482

 Accumulated amortization

 741,670

 182,571

 Intangible assets, net

 $
 7,419,812

 $
 7,978,911

 (a)
 Software systems

 On October 30, 2023, the Company entered a System Purchase and Implementation
Consulting Agreement with Drem Consulting Pte. Ltd. for purchasing a merchandise display planning and management system for $ 1.5 million.
The system uses advanced technology such as artificial intelligence, IoT (Internet of Things), client computing, etc. to optimize shelf
display and planning, inventory control and customer services. The system is amortized over 10 years.

 On November 22, 2023, the Company entered a Supply Chain Management
System Purchase Agreement with WSYQR Limited to purchase a supply chain management system for $ 1.45 million. The system has the
necessary software and hardware that was specifically designed for supermarkets application for the key units of 1) data synchronization
across the entire supply chain, 2) centralized order processing and fulfillment, 3) refund and return processing, 4) customer complaints
handling, and 5) distribution and delivery management and optimization. The system is amortized over 10 years.

 On March 30, 2025, the Company sold software license of above two software
to four licensees for a total of $ 2.6 million, as further described in Note 17.

 (b)
 Trademark

 Trademark mainly consisted of 1) a trademark acquired through the
acquisition of Maison Monterey Park on June 30, 2022. The fair value of the trademark from the acquisition of Maison Monterey Park
at acquisition date was $ 194,000, to be amortized over 15 years; 2)) a trademark acquired through the acquisition of Lee Lee
on April 7, 2024. The fair value of the trademark from the acquisition of Lee Lee at acquisition date was $ 5,000,000, to be amortized
over 20 years.

 The amortization expense for the years ended April 30, 2025 and 2024
was $ 559,099 and $ 168,418, respectively. Estimated amortization expense for each of the next five years from April 30, 2025 is as
follows: $ 559,099, $ 559,099, $ 559,099, $ 559,099 and $ 559,099.

 7. Equity method investment

 As of April 30, 2025, the Company had an investment of $ 1,862,000 for 49 %
interest in HKGF Market of Arcadia, LLC ("HKGF Arcadia"). The Company recorded $ 474,965 and $ 538,542 investment
loss for the years ended April 30, 2025 and 2024, respectively. As of April 30, 2025, the Company incurred accumulated investment loss
of $ 1,013,507.

 F- 20

 The following table shows the unaudited condensed balance sheet of
HKGF Arcadia as of April 30, 2025.

 2025
 (Unaudited)

 ASSETS

 Current Assets

 Cash and equivalents

 $
 12,484

 18,624

 695,719

 Total Current Assets

 726,827

 Property and equipment, net

 1,003,464

 Intangible asset, net

 27,731

 1,680,000

 167,402

 Total Assets

 $
 3,605,424

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current Liabilities

 $
 1,200,936

 Other payables

 31,323

 613,425

 49,369

 Loan from shareholder

 137,000

 Total Current Liabilities

 2,032,053

 Total Liabilities

 2,032,053

 Stockholders' Equity

 Paid in Capital

 3,800,000

 Subscription receivable

 ( 154,933
)

 Accumulated deficit

 ( 2,071,696
)

 Total Stockholders' Equity

 1,573,371

 Total Liabilities and Stockholders' Equity

 $
 3,605,424

 The following table shows the unaudited condensed statement of operations
of HKGF Arcadia for the year ended April 30, 2025, and for the period from July 1, 2023 (business starting date) to April 30, 2024.

 For the
 Year
 ended
 2025 (unaudited)

 For the
 Period from
 July 1,
 2023 to
 2024 (unaudited)

 Net Revenues

 Supermarket

 $
 7,816,698

 $
 6,513,079

 Total Revenues, Net

 7,816,698

 6,513,079

 Cost of Revenues

 Supermarket

 5,984,011

 5,027,531

 Total Cost of Revenues

 5,984,011

 5,027,531

 Gross Profit

 1,832,687

 1,485,548

 Operating Expenses

 2,826,610

 2,591,814

 Total Operating Expenses

 2,826,610

 2,591,814

 Loss from Operations

 ( 993,923
)

 ( 1,106,266
)

 Other income

 24,607

 7,200

 Loss Before Income Taxes

 ( 969,316
)

 ( 1,099,066
)

 Income Taxes

 —

 —

 Net Loss

 ( 969,316
)

 ( 1,099,066
)

 Net Loss Attributable to Maison Solutions Inc.

 $
 ( 474,965
)

 $
 ( 538,542
)

 F- 21

 8. Goodwill

 Goodwill represented the excess fair value of the assets under the
fair value of the identifiable assets owned at the closing of the acquisition of Maison Monterey Park and Lee Lee, including an assembled
workforce, which cannot be sold or transferred separately from the other assets in the business. See Note 19 — " Acquisition
of subsidiary " for additional information. As of April 30, 2025 and 2024, the Company had goodwill of $ 14,882,849 (restated,
see Note 20), consisting of $ 2,222,211 arising from Maison Monterey Park and $ 12,660,638 arising from the Lee Lee acquisition. The
Company concluded there was no impairment to the goodwill for the years ended April 30, 2025 and 2024.

 9. Accrued expenses and other payables

 Accrued expenses and other payables consisted of the following:

 2025

 2024

 Accrued payroll

 $
 1,080,510

 $
 717,389

 Accrued interest expense

 186,076

 136,388

 Accrued loss for legal matters (Note 17)

 5,128

 250,128

 Other payables

 193,907

 242,886

 Due to third parties, non-interest bearing, payable upon demand

 145,774

 161,302

 Sales tax payable

 154,268

 118,989

 Total accrued expenses and other payables

 $
 1,765,663

 $
 1,627,082

 10. Note payable

 On April 8, 2024, AZLL closed an acquisition transaction and purchased
 100 % of the equity interests in Lee Lee for an aggregate purchase price of approximately $ 22.2 million, consisting of: (i) $ 7.0 million
in cash paid immediately at the closing of the transaction, and (ii) the Secured Note with an original principal amount of approximately
$ 15.2 million pursuant to the Senior Secured Note Agreement entered into on April 8, 2024.

 Under the Senior Secured Note Agreement,
the Secured Note will accrue interest on the outstanding principal amount at an annual interest rate of five percent ( 5 %). The payment
schedule of the principal amount of the Secured Note is as follows: (i) $ 2.5 million due and immediately payable on each of May
8, 2024 and June 8, 2024; (ii) $ 1.5 million due and payable on each of September 8, 2024, October 8, 2024 and November 8, 2024;
(iii) $ 1.0 million due and immediately payable on December 8, 2024; and (iv) approximately $ 4.7 million due and immediately
payable on February 8, 2025. Additionally, pursuant to the terms and conditions of the Senior Secured Note Agreement, the principal amount
may be adjusted to include certain Premium Guarantees (as defined in the Senior Secured Note Agreement) if certain conditions, as set
forth in the Senior Secured Note Agreement and the Stock Purchase Agreement (as defined below), are not met.

 F- 22

 Upon an "Event of Default" under
the Senior Secured Note Agreement, the holders of the Secured Note will have certain rights, including the right to (i) declare all of
the obligations, as defined in the Senior Secured Note Agreement to be immediately due and payable, and (ii) resume daily operational
control of Lee Lee's operations until such time as the Obligations, as defined in the Senior Secured Note Agreement, have been
satisfied. Additionally, if an "Event of Default" occurs, the outstanding principal amount will bear interest at the simple
interest rate of 10 percent ( 10 %) per annum, from the date of such Event of Default until all such sum are fully paid.

 On June 10, 2024, Lee Lee filed a Statement of Conversion with the
Arizona Corporation Commission (the "ACC") converting Lee Lee Oriental Supermart, Inc. into Lee Lee Oriental Supermart, LLC,
an Arizona limited liability company (the "Conversion"). Following the Conversion, AZLL filed a Statement of Merger with
the ACC, pursuant to which Lee Lee merged into AZLL, effective August 28, 2024 (the "Merger"). On September 9, 2024, AZLL
filed a Statement of Division with the ACC resulting in the restoration of both Lee Lee and AZLL as separate legal entities (the "Division").
The Conversion, the Merger and the Division are herein referred to collectively as the "Lee Lee Reorganization."

 On October 21, 2024, Lee Lee, AZLL, the Company and the Holders entered
into the First Amendment to Senior Secured Note Agreement (the "First Amendment"), which amends that certain Senior Secured
Note Agreement, dated as of April 8, 2024. Among other things, the First Amendment amends the Secured Note to (i) reflect the Lee Lee
Reorganization, (ii) modify certain cure periods pursuant to an "Event of Default" under the Secured Note, and (iii) include
certain covenants and representations with respect to the Lee Lee Reorganization. Additionally, pursuant to the First Amendment, Lee
Lee, AZLL and the Company irrevocably waive and forfeit any and all defenses, causes or remedies which may have arisen or may arise as
a result of the Lee Lee Reorganization in relation to any action or enforcement of any rights, remedies or provisions of the Secured
Note, the Security Agreement and/or otherwise at law taken by the Holders.

 On October 21, 2024, following the execution of the First Amendment,
Lee Lee, AZLL and the Holders entered into the Second Amendment to the Senior Secured Note Agreement (the "Second Amendment").
Among other things, the Second Amendment: (i) increases the annual interest rate on the outstanding Principal Amount, effective as of
October 8, 2024, to ten percent ( 10 %); (ii) amends the payment schedule of the principal and interest amounts to be due every Monday
of each week starting on October 14, 2024, as set forth in Exhibit A of the Second Amendment; (iii) amends the definition of "Events
of Default"; and (iv) increases the Default Rate to fourteen percent ( 14 %) per annum. Additionally, pursuant to the Second Amendment,
upon execution of the Second Amendment, the Company paid a restructuring fee of $ 40,000 to the Holders.

 On March 12, 2025, the Company entered into a note modification agreement
dated March 12, 2025 (the "Modification Agreement") with AZLL, Lee Lee, Holders of the Secured Note, John Xu and Grace Xu
(together with the Company, the "Parties") to modify certain terms of the Note, Security Agreement and Guarantees. Pursuant
to the Modification Agreement, the Parties agreed to revise the payment schedule of the Note and extend the maturity date of the Note
to May 11, 2026 (the "Extended Maturity Date"). The Modification Agreement also provides for an additional extension fee
interest to accrue on the outstanding principal balance of the Note as of January 15, 2025 at an annual rate of eight percent (8%), which
shall become payable and immediately due on the earliest of (i) the Extended Maturity Date or (ii) immediately upon the occurrence of
any "Event of Default" under any of the Loan Documents or the Modification Agreement, as such term is defined under the applicable
Loan Document. Furthermore, the Modification Agreement includes additional "Events of Default" and remedies under the Loan
Documents, and additional covenants of the Company, among other things. The Modification Agreement increases the annual interest rate
on the outstanding Principal Amount, effective as of February 24, 2024, to twelve percent ( 12 %). Additionally, the amount of each Guaranty
Premium shall be added to the outstanding Principal Amount of the Note as of the date Issuer's liability for payment of the Guaranty
Premium becomes fixed and shall accrue interest at the rate set forth in the Note until paid in full. The Modification stated that no
new debt or encumbrances without holders' approval. Absent Holders' prior, express written authorization, Issuer shall not:
(i) pay or incur any indebtedness outside the ordinary course of business; or (b) grant, permit or suffer the attachment of any liens
or security interests in or to any Collateral; or (c) enter into any single or series of contracts, agreements or commitments requiring
cumulative payments in excess of $ 10,000.00. Moreover, pursuant to the Modification Agreement, issuer shall not make any distributions
to Parent, Grantor, Guarantors or any other related party, company or entity related to the Parent, Grantor or Guarantors through any
direct or indirect ownership or control or any other financial arrangement (together, the "Related Parties"). Upon execution
of the Modification Agreement, the Company paid the Holders a $ 35,000 documentation fee pursuant to the terms of the Modification Agreement.

 F- 23

 During the year ended April 30, 2025, the Company repaid $ 9,484,005
on this note and recorded $ 979,186 interest expense. As of April 30, 2025 and 2024, the Company had an outstanding note payable of $ 5,642,060
and $ 15,126,065, respectively, to the sellers of Lee Lee. The Company is required to repay the full amount before May 11, 2026.

 11. Convertible notes payable

 Unsecured promissory note entered on March 12, 2025

 On March 12, 2025, the Company entered into a note purchase
agreement with an investor, pursuant to which the Company issued the Investor i) an unsecured promissory note in the principal
amount of $ 3,000,000 (the "initial Note"), for $ 2,335,000 in gross proceeds and ii) a note purchase warrant, which is
exercisable for one or more Notes in the aggregate original principal amount of up to $ 6,500,000 (the "Incremental
Warrant") with an original issue discount of 8.5 % and termination date on March 12, 2028. The Note included an original issue discount ("OID") of
$ 255,000 along with debt issuance cost $ 410,000 for investor's fees, costs and other transaction expenses in connection with
the issuance of the note. The OID and debt issuance cost was recognized as debt discounts and is amortized over the term of the note
using the straight-line method. During the year ended April 30, 2025, the Company amortized $ 55,417 debt discounts to interest
expense. As of April 30, 2025, debt discounts of $ 609,583 remained which will be amortized through March 2027.

 The Initial Note is a senior unsecured obligation of the Company and
has a maturity date of March 12, 2027, which may be extended at the option of the Holder with the express written consent of the Company
pursuant to the terms of the Initial Note. The Initial Note bears interest at a rate
to 5.25 % per annum and may increase to a rate of 18.00 % per annum upon the occurrence of an Event of Default (as defined in the Initial
Note), for so long as such event remains uncured. Accrued interest will be paid on a monthly basis and, at the Company's option,
will either be paid in cash or paid-in-kind in shares of Common Stock, subject to certain terms and conditions as set forth in the Initial
Note. During the year ended April 30, 2025, the Company recorded interest expense of $ 21,144 on this note.

 The holder of the Initial Note has the right to elect at any time
to convert the Initial Note into shares of Class A common stock, so long as the aggregate number of shares of Class A common stock then
beneficially owned by the holder (together with its affiliates) would not exceed 4.99 % (the "Beneficial Ownership Limitation")
of the number of shares of Class A Common Stock outstanding immediately after giving effect to the conversion, as such percentage ownership
is determined in accordance with the terms of the Initial Note. The number of shares of Class A common stock issuable upon conversion
of the Initial Note will be determined by dividing (x) the portion of the principal, interest, or other amounts outstanding under the
Initial Note to be converted (the "Conversion Amount") by (y) the Conversion Price. The Conversion Price of the Initial Note
is initially $ 1.38 per share of Class A common stock (the "Fixed Price"). Beginning on the effective date of the initial
Registration Statement and on the same day of each successive month thereafter (each, a "Fixed Price Reset Date"), the Conversion
Price will be reduced to the lower of (i) the then-effective Fixed Price and (ii) 95 % of the lowest daily VWAP during the ten ( 10) consecutive
trading days immediately prior to such Fixed Price Reset Date (the "Variable Price"). Additionally, on any trading day on
which the aggregate trading value of the Class A common stock (as reported on Bloomberg) is equal to or greater than $ 500,000 between
4:00 a.m. and 11:00 a.m., New York time, the Conversion Price on such trading day (and only for such trading day) will be reduced to
the lowest of (i) the then effective Variable Price, (ii) the lowest price traded on such trading day until the earlier of (A) 11:00
a.m., New York time, (B) the time a conversion notice is delivered pursuant to the Initial Note, subject to the Floor Price then in effect,
and (C) the then effective Conversion Price. Upon the occurrence of an Event of Default, with respect to any Event of Default, the Alternate
Conversion Price (as defined in the Initial Note) will be equal to the lower of (i) the then effective Conversion Price and (ii) 85 %
of the lowest daily VWAP during the ten ( 10) consecutive trading days immediately prior to the date that the Selling Stockholder delivers
a conversion notice any time after the occurrence of an Event of Default.

 F- 24

 The promissory note requires the Company to maintain, or cause to be
maintained, as of the end of each Fiscal Quarter (and/or Fiscal Year, as applicable) a balance of available cash in an aggregate amount
equal to or exceeding $ 500,000 (the " Financial Test " or "Financial Covenants"). The Company did not meet
this test as of April 30, 2025, however it obtained a waiver letter from the lender. As of April 30, 2025, the outstanding balance of this
note (net of unamortized OID and debt issuance costs of $ 609,583) was $ 584,199.

 The Note Holder may exercise the Incremental Warrant,
in whole or in part, in increments of up to $ 1,500,000, but subject to a minimum increment of $ 250,000, at any time prior to March 12,
2028. The Incremental Warrant also provides that the Company may request that the Holder exercise the Incremental Warrant if certain terms
and conditions are satisfied as set forth in the Incremental Warrant. The aggregate exercise price to purchase the maximum aggregate principal
amount of Additional Notes issuable under the Incremental Warrant is $ 5,947,500, which gives effect to an original issue discount of eight
and a half percent ( 8.5 %) for each such Additional Note issued upon the exercise of the Incremental Warrant. The Note Holder is entitled,
upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the ninetieth
(90) Trading Day following the effective date of the initial Registration Statement (the "Initial Exercise Date") and on or
prior to 5:00 p.m. (New York City time) on March 12, 2028 (the "Termination Date") but not thereafter, to subscribe for and
purchase from Maison. The incremental warrant is contingent for exercise upon effectiveness of the initial registration statement, as
of April 30, 2025, the initial registration statement was not effective yet and is under SEC review, however, the Company expects it will
meet the registration effectiveness deadline described below.

 On March 12, 2025, the Company also entered into
a registration rights agreement (the "Registration Rights Agreement") with the Investor pursuant to which the Company agreed
to register the resale of the Conversion Shares issued or issuable upon conversion of the Initial Note and any Additional Notes. The Registration
Rights Agreement requires, among other things, the Company to file an initial resale registration statement covering the Conversion Shares
with the SEC within 30 calendar days after the Closing Date. The Company is obligated to use its best efforts to have the registration
statement declared effective by the SEC as soon as practicable, but in no event later than the 60th calendar day following the Closing
Date (the "Effectiveness Deadline"). However, in the event the Company is notified by SEC that the registration statement
will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline will be accelerated to the fifth
business day following the date on which the Company is so notified if such date precedes the initial Effectiveness Deadline. In the event
the registration statement is subject to a full SEC review, or the Company is required to update the financial statements therein, which
causes the registration statement not to be declared effective by the Effectiveness Deadline, the Effectiveness Deadline will automatically
be deemed to be extended for so long as necessary, provided that the Company is using its best efforts to promptly respond to and satisfy
the requests of the SEC. During any such period, the Company will not be in default of satisfying the Effectiveness Deadline.

 Derivative liability

 The convertible promissory note is convertible into a variable number
of shares of common stock. Based on the requirements of ASC 815 Derivatives and Hedging, the conversion feature represented an embedded
derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally
recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative
liability fair value are reported in operating results for each reporting period.

 The Company valued the conversion feature of the convertible note on
the date of issuance resulting in an initial liability of $ 1,806,218. Upon issuance, the Company valued the conversion feature using the
Black-Scholes option pricing model with the following assumptions: the initial conversion prices of $ 1.38, the closing stock price of
the Company's common stock on the date of valuation of $ 1.49, an expected dividend yield of 0 %, expected volatility of 100 %, risk-free
interest rate ranging of 4.01 %, and an expected term of two years.

 During the year ended April 30, 2025, there was no conversion for the
convertible note. On April 30, 2025, the derivative liability on the outstanding convertible note were revalued at $ 1,004,230 resulting
in a gain of $ 801,988 for the year ended April 30, 2025, related to the change in fair value of the derivative liability. The derivative
liability was revalued using the Black-Scholes option pricing model with the following assumptions: exercise prices of $ 1.38, the closing
stock price of the Company's common stock on the date of valuation of $ 1.00, an expected dividend yield of 0 %, expected volatility
of 100 %, risk-free interest rate of 4.01 %, and an expected term of 1.86 years.

 12. Loan payables

 A summary of the Company's
loans was listed as follows:

 Lender

 Due date

 2025

 2024

 U.S. Small Business Administration

 June 15, 2050

 2,561,299

 Total loan payables

 2,561,299

 Current portion of loan payables

 ( 62,212
)

 ( 65,098
)

 Non-current loan payables

 $
 2,553,838

 $
 2,496,201

 F- 25

 U.S. Small Business Administration (the "SBA")

 Borrower

 Due date

 2025

 2024

 Maison Monrovia

 June 15, 2050

 $
 150,000

 $
 145,071

 Maison San Gabriel

 June 15, 2050

 1,967,874

 1,933,394

 Maison El Monte

 June 15, 2050

 498,176

 482,834

 Total SBA loan payables

 $

 $
 2,561,299

 On June 15, 2020, Maison Monrovia
entered into a $ 150,000 Business Loan Agreement with the SBA at 3.75 % annual interest rate and a maturity date on June 15, 2050.

 On June 15, 2020, Maison San
Gabriel entered into a $ 150,000 Business Loan Agreement with the SBA at 3.75 % annual interest rate and a maturity date on June 15, 2050.
On January 12, 2022, Maison San Gabriel entered into an additional $ 1,850,000 Business Loan Agreement with the SBA at 3.75 % annual interest
rate and a maturity date on June 15, 2050.

 On June 15, 2020, Maison El Monte
entered into a $ 150,000 Business Loan Agreement with SBA at 3.75 % annual interest rate and a maturity date on June 15, 2050. On January
6, 2022, Maison El Monte entered into an additional $ 350,000 Business Loan Agreement with the SBA at 3.75 % annual interest rate and a
maturity date on June 15, 2050.

 Per the SBA loan agreement, all
interest payments on these three loans were deferred to December 2022. As of April 30, 2025 and 2024, the Company's aggregate balance
on the three SBA loans was $ 2,616,051 and $ 2,561,299, respectively. During the year ended April 30, 2025 and 2024, the Company made aggregate
repayment of the SBA loans of $ 156,120 and $ 156,120 (which includes principal of and interest expense).

 As of April 30, 2025, the future
minimum principal amount of loan payments to be paid by year were as follows:

 Year Ending April 30,

 Amount

 2026

 $

 2027

 2028

 2029

 2030

 Thereafter

 2,304,990

 Total

 $

 13. Related party balances and transactions

 Related party transactions

 Sales to related parties

 2025

 2024

 United Food LLC

 John Xu, the Company's Chief Executive Officer, Chairman and President, ultimately owns 24% of United Food, LLC

 $
 4,385

 $
 12,564

 HKGF Market of Arcadia, LLC

 Maison owns 49% equity interest

 288,726

 119,730

 Grantstone, Inc.

 John Xu, indirectly owns this entity with 100% ownership

 1,232

 1,232

 Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10%

 99,113

 236,681

 Total

 $
 393,456

 $
 372,598

 F- 26

 Purchases from related

 2025

 2024

 United Food, LLC

 John Xu, the Company's Chief Executive Officer, Chairman and President, ultimately owns 24% of United Food, LLC

 $
 12,223

 $
 42,257

 HKGF Market of Arcadia, LLC

 Maison owns 49% equity interest

 67,856

 52,913

 Dai Cheong Trading Co Inc.

 Import and wholesales of groceries

 John Xu, controls this entity with 90% ownership through DC Holding CA, Inc., Maison owns the remaining 10%

 787,064

 179,963

 Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10%

 42,111

 4,068

 Total

 $
 909,254

 $
 279,201

 Investment in equity purchased
from related parties

 Name of Investment Company

 Nature of Operation

 Investment percentage

 As of

2025

 As of

2024

 Dai Cheong Trading Co Inc.

 Import and wholesales of groceries

 %

 John Xu, the Company's Chief Executive Officer, Chairman and President, controls this entity with 90% ownership through DC Holding CA, Inc., Maison owns the remaining 10%

 $

 $

 %

 Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10%

 --

 40,775

 Total

 $

 $
 203,440

 F- 27

 In May 2021, the Company
purchased a 10 % equity interest in Dai Cheong Trading Company Inc., a grocery trading company, for $ 162,665 from DC Holding
CA, Inc. DC Holding CA, Inc. is owned by John Xu, the Chief Executive Officer, Chairman and President of the Company.

 In
December 2021, the Company purchased a 10 % equity interest in HKGF Market of Alhambra, Inc, the legal entity holding the
Alhambra Store (as defined below) for $ 40,775 from Ms. Grace Xu, a related party as the spouse of Mr. John Xu, the Chief
Executive Officer, Chairman and President of the Company. HKGF Market of Alhambra was temporarily shut down at the end of
September 2024 as a result of a strategic operating decision by HKGF Market of Alhambra's management but was later reopened on December 15, 2024. Accordingly, the
Company recorded $ 40,775 investment loss during the year ended April 30, 2025.

 Related party balances

 Accounts receivable — sales
to related parties

 2025

 2024

 HKGF Market of Arcadia, LLC

 Maison owns 49% equity interest

 $
 62,444

 $
 10,922

 Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10%

 19,223

 79,258

 JC Business Guys, Inc.

 Shareholder with 51% equity interest of HKGF Market of Arcadia, LLC

 66,728

 66,728

 Grantstone Inc.

 John Xu, indirectly owns this entity with 100% ownership

 11,864

 10,550

 United Food, LLC

 John Xu, ultimately owns 24% of United Food, LLC

 312,647

 292,189

 Total

 $
 472,907

 $
 459,647

 Accounts payable — purchase
from related parties

 2025

 2024

 Hong Kong Supermarket of Monterey Park, Ltd.

 Due on demand, non-interest bearing

 John Xu, controls this entity

 $
 440,166

 $
 440,166

 Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10%

 54,251

 Dai Cheong Trading Co Inc.

 Import and wholesales of groceries

 John Xu, controls this entity with 100% ownership through DC Holding CA, Inc. prior to the 10% equity interest acquisition by Maison

 41,956

 30,439

 Total

 $
 536,373

 $
 470,605

 F- 28

 Other receivables — related

 2025

 2024

 Ideal Investment

 Due on demand, non-interest bearing

 John Xu, has majority ownership of this entity

 $
 3,995

 $
 3,995

 Ideal City Capital

 Due on demand, non-interest bearing

 John Xu, has majority ownership of this entity

 30,000

 30,000

 HKGF Market of Arcadia, LLC

 Due on demand, non-interest bearing

 Maison owns 49% equity interest

 95,000

 Total

 $
 128,995

 $
 33,995

 Other payables — related

2025

2024

 John Xu

 due on demand, non-interest bearing

 The Company's Chief Executive Officer, Chairman and President

 $
 222,049

 $
 200,810

 Grace Xu

 due on demand, non-interest bearing

 Spouse of John Xu

 40,775

 40,775

 New Victory Foods Inc

 due on demand, non-interest bearing

 John Xu, owns this entity with 100% ownership

 250,000

 250,000

 Total

 $
 512,824

 $
 491,586

 14. Leases

 The Company accounted for leases
in accordance with ASU No. 2016-02, Leases (Topic 842) for all periods presented. The Company leases certain supermarkets and
office facilities from third parties. Some of the Company's leases include one or more options to renew, which are typically at
the Company's sole discretion. The Company evaluates the renewal options, and when it is reasonably certain of exercise, it will
include the renewal period in its lease term. New lease modifications result in re-measurement of the right of use ("ROU")
assets and lease liabilities. Operating ROU assets and lease liabilities are recognized at the lease commencement date, based on the present
value of lease payments over the lease term. Since the implicit rate for the Company's leases is not readily determinable, the Company
uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease
payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis,
an amount equal to the lease payments in a similar economic environment and over a similar term.

 The Company's leases mainly
consist of store rent and copier rent. The store lease detail information is listed below:

 Store

 Lease Term Due

 Maison Monrovia*

 August 31, 2055 (with extension)

 Maison San Gabriel

 November 30, 2030

 Maison El Monte**

 July 14, 2028

 Maison Monterey Park

 May 1, 2028

 Lee Lee - Peoria store

 January 31, 2044 (with extension)

 Lee Lee - Chandler store

 February 8, 2049 (with extension)

 Lee Lee - Tucson store

 December 31, 2050 (with extension)

 *
 On April 1, 2023, the Company renewed lease of Maison Monrovia for additional five years with new monthly based rent of $ 40,000 for first year and 3 % increase for each of the next four years. On July 6, 2023, the Company and the lessor entered an amendment to lease, pursuant to which the lessor will provide monthly basic rent abatement of $ 5,000 from August 1, 2023 through March 31, 2024, $ 2,500 from April 1, 2024 through March 31, 2025, and $ 1,000 from April 1, 2025 through March 31, 2026. As a result of increased monthly base rent, the Company remeasured the lease and determined the ROU and lease liability of this lease increased by $ 3.62 million for each.

 **
 Lease for Maison El Monte was terminated early on June 7, 2025. For more information, see Note 21.

 F- 29

 As of April 30, 2025, the average
remaining term of the supermarkets' store lease was 15.80 years. As of April 30, 2024, the average remaining term of the supermarkets'
store lease was 16.80 years.

 In June and November 2022, the
Company entered three leases for three copiers with terms of 63 months for each. In January 2024, Maison El Monte entered a lease for
copy with terms of 63 months. As of April 30, 2025, the average remaining term of the copier lease was 2.87 years. As of April 30, 2024,
the average remaining term of the copier lease is 3.87 years.

 The copier lease detail information
was listed below:

 Store

 Lease Term

Due

 Maison Monrovia

 January 1, 2028

 Maison San Gabriel

 January 1, 2028

 Maison Monterey Park

 August 1, 2027

 Maison El Monte

 March 10, 2029

 The Company's total lease
expenses under ASC 842 are $ 4.50 million and $ 3.22 million for the years ended April 30, 2025 and 2024, respectively. The Company's
ROU assets and lease liabilities are recognized using an effective interest rate of range from 4.5 % to 7.50 %, which was
determined using the Company's incremental borrowing rate.

 The Company's operating
ROU assets and lease liabilities were as follows:

 2025

 2024

 Operating ROU:

 ROU assets – supermarket leases

 $
 38,034,988

 $
 40,695,438

 ROU assets – copier leases

 24,007

 31,209

 Total operating ROU assets

 $
 38,058,995

 $
 40,726,647

 2025

 2024

 Operating lease obligations:

 Current operating lease liabilities

 $
 4,186,193

 $
 4,088,678

 Non-current operating lease liabilities

 36,763,887

 39,015,252

 Total lease liabilities

 $
 40,950,080

 $
 43,103,930

 F- 30

 As of
April 30, 2025, the five-year maturity of the Company's operating lease liabilities excluding the Maison El Monte lease was
as following:

 Twelve Months Ended April 30,

 Operating
 lease
 liabilities

 2026

 $
 3,471,193

 2027

 3,483,109

 2028

 3,526,846

 2029

 2,717,078

 2030

 2,714,160

 Thereafter

 49,417,541

 Total future undiscounted lease payments

 65,329,927

 Less: interest

 ( 26,681,206
)

 Present value of lease liabilities

 $
 38,648,721

 15. Stockholder's equity

 Common stock

 Maison was initially authorized
to issue 500,000 shares of common stock with a par value of $ 0.0001 per share. On September 8, 2021, the total number
of authorized shares of all classes of stock was increased to 100,000,000 by way of a 200-for-1 stock split, among
which, the authorized shares were divided into (i) 95,000,000 shares of common stock, par value of $ 0.0001 per share (the
"common stock") of which (a) 92,000,000 shares shall be a series designated as Class A common stock (the "Class
A common stock"), and (b) 3,000,000 shares shall be a series designated as Class B common stock (the "Class
B common stock"), and (ii) 5,000,000 shares of preferred stock, par value $ 0.0001 per share (the "preferred
stock"). For the Class A common stock and Class B common stock, the rights of the holders of Class A common stock and Class B common
stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one (1)
vote. Each share of Class B common stock is entitled to ten (10) votes and is convertible at any time into one share
of Class A common stock. As of April 30, 2025, John Xu, the Company's Chief Executive Officer, Chairman and President, holds
all of our outstanding shares of Class B common stock. All shares and per share amounts used herein and in the accompanying consolidated
financial statements have been retroactively adjusted to reflect (i) the increase of share capital as if the change of share numbers
became effective as of the beginning of the first period presented for Maison Group and (ii) the reclassification of all outstanding
shares of our common stock beneficially owned by Golden Tree USA Inc. into Class B common stock, which are collectively referred
to as the "Reclassification."

 Warrants

 On October 10, 2023, the Company issued the Underwriter non-redeemable
warrants (the "Underwriter Warrants") to purchase an amount equal to five ( 5 %) percent of 2,500,000 shares of Class A Common
Stock sold in the Company's initial public offering (the "IPO") on October 10, 2023. The Company issued 125,000 Underwriter
Warrants, which is exclusive of the over-allotment option, pursuant to the Underwriting Agreement. The Underwriter Warrants became exercisable
one hundred eighty (180) days after the commencement of sales of the IPO (April 1, 2024) and remain exercisable until the fifth anniversary
of the effective date of the IPO (April 1, 2029). The Company accounted for the Underwriter Warrants issued based on the fair value ("FV")
method under FASB ASC Topic 505, and the FV of the Underwriter Warrants was calculated using the Black-Scholes model under the following
assumptions: life of 5 years, volatility of 100 %, risk-free interest rate of 4.26 % and dividend yield of 0 %. The FV of the Underwriter
Warrants issued at the grant date was $ 382,484. The Underwriter Warrants issued in this financing were classified as equity instruments.

 F- 31

 Following is a summary of the activities of warrants for the year ended
April 30, 2025:

 Number of
 Warrants

 Exercise
 Price

 Weighted
 Average
 Remaining
 Contractual
 Term in
 Years

 Outstanding as of April 30, 2024

 125,000

 $
 4.80

 4.42

 Exercisable as of April 30, 2024

 —

 —

 —

 Granted

 —

 —

 —

 Exercised

 —

 —

 —

 Forfeited

 —

 —

 —

 Expired

 —

 —

 —

 Outstanding as of April 30, 2025

 125,000

 $
 4.80

 3.32

 Exercisable as of April 30, 2025

 —

 —

 —

 16. Income taxes

 Maison is a Delaware holding
company that is subject to the U.S. income tax of 21 %. Maison Monrovia and Maison San Gabriel are pass through entities whose income
or losses flow through Maison Solution's income tax return. Maison El Monte and Maison Monterey Park are Subchapter C corporation
("C-Corp") incorporated in the state of California, are subject to U.S. income tax of 21 % and California state income tax
of 8.84 %. Lee Lee was a Subchapter S corporation ("S-Corp") incorporated in the state of Arizona prior to the acquisition
by Maison, and was converted into a Limited Liability Company ("LLC") on June 10, 2024. Both the S-Corp and LLC are pass through
entities whose income or losses flow through Maison Solution's income tax return.

 The provision for income taxes
provisions consisted of the following components:

 2025

 2024

 Current:

 Federal income tax expense

 $
 166,783

 $
 312,010

 State income tax expense

 95,552

 140,250

 Deferred:

 Federal income tax benefit

 ( 75,669
)

 ( 9,136
)

 State income tax benefit

 ( 12,677
)

 ( 2,562
)

 Total

 $
 173,989

 $
 440,562

 The following is a reconciliation
of the difference between the actual (benefit) provision for income taxes and the (benefit) provision computed by applying the federal
statutory rate on income (loss) before income taxes:

 2025

 2024

 Federal statutory rate expense (benefit)

 229,929

 ( 618,758
)

 State statutory rate, net of effect of state income tax deductible to federal income tax

 ( 7,384
)

 ( 185,283
)

 Permanent difference – penalties, interest, and others

 121,442

 32,047

 Utilization of NOL

 ( 847,792
)

 --

 Change in valuation allowance

 677,794

 1,212,556

 Tax expense per financial statements

 173,989

 440,562

 F- 32

 Deferred tax assets and liabilities
are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their
respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred taxes were
comprised of the following:

 2025

 2024

 Deferred tax assets:

 Bad debt expense

 $
 75,141

 $
 66,888

 Inventory impairment loss

 78,988

 38,279

 Investment loss

 294,983

 150,684

 Lease liabilities, net of ROU

 796,543

 660,713

 NOL

 871,411

 1,125,192

 Valuation allowance

 ( 2,079,374
)

 ( 2,026,613
)

 Deferred tax assets, net

 $
 37,692

 $
 15,143

 Deferred tax liability:

 Trademark acquired at acquisition of Maison Monterey Park and Lee Lee

 $
 1,221,606

 $
 1,287,403

 Deferred tax liability, net of deferred tax assets

 $
 1,183,914

 $
 1,272,260

 As of April 30, 2025 and 2024,
Maison and Maison El Monte had approximately $ 2.05 million and $ 3.20 million, respectively, of U.S. federal NOL carryovers
available to offset future taxable income which do not expire but are limited to 80 % of income until utilized. As of April 30,
2025 and 2024, Maison and Maison El Monte had approximately $ 3.20 million and $ 3.56 million, respectively, of California state
net operating loss which can be carried forward up to 20 years to offset future taxable income. In assessing the realization
of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will
not be realized. The ultimate realization of deferred tax assets depends upon the Company's future generation of taxable income
during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.
After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization
of the deferred tax assets and has therefore established a full valuation allowance.

 The Company recorded $ 0 and
$ 10,985 of interest and penalties related to understated income tax payments for the years ended April 30, 2025 and 2024, respectively.

 As of April 30, 2025, the Company's
U.S. income tax returns filed for the year ending on December 31, 2021 and thereafter are subject to examination by the relevant taxation
authorities.

 17. Other income

 For the year ended April 30, 2025, other income mainly consisted
of 1) $ 2.6 million income from sell of software license of two software systems (the smart shelf display and store design software
and the supply chain management software) to four licensees for granting them the perpetual, non-exclusive and non-transferable
license to utilize both software systems (See Note 6), 2) $ 0.80 million from change in fair value of derivative liability of a
convertible note, 3) $ 0.45 million consulting income for providing other non-related supermarkets the comprehensive consulting
services aiming at enhancing operational efficiency, optimizing resource allocation, and supporting overall business growth, and 4)
$ 0.19 million other income.

 For the year ended April 30, 2024, other income mainly consisted of
$ 0.38 million employee retention credit ("ERC") received (after net-off with investment loss of $ 28,456). The ERC is
a tax credit for businesses that continued to pay employees while shut down due to the COVID-19 pandemic or had significant declines in
gross receipts from March 13, 2020 to December 31, 2021.

 F- 33

 18. Commitments and contingencies

 Contingencies

 The Company is otherwise periodically
involved in various legal proceedings that are incidental to the conduct of its business, including, but not limited to, employment discrimination
claims, customer injury claims, and investigations. When the potential liability from a matter can be estimated and the loss is considered
probable, the Company records the estimated loss. Due to uncertainties related to the resolution of lawsuits, investigations, and claims,
the ultimate outcome may differ from the estimates. Although the Company cannot predict with certainty the ultimate resolution of any
lawsuits, investigations, and claims asserted against it, management does not believe any currently pending legal proceeding to which
the Company is a party will have a material adverse effect on its financial statements.

 On January 2, 2024, the Company
and our executive officers and directors, as well as Joseph Stone Capital LLC, and AC Sunshine Securities LLC, the underwriters in the
Company's initial public offering (together, the "Defendants"), were named in a class action complaint filed in the
Supreme Court of the State of New York alleging violations of Sections 11 and 15 of the Securities Act of 1933, as amended ( Ilsan Kim
v. Maison Solutions Inc., et. al, Index No. 150024/2024). As relief, the plaintiffs are seeking, among other things, compensatory
damages. On or about April 17, 2024, the parties agreed to stay the action in favor of the Rick Green matter described immediately
below.

 On January 4, 2024, the Defendants
were named in a class action complaint filed in the United States District Court for the Central District of California alleging violations
of Sections 11 and 15 of the Securities Act of 1933, as amended, as well as violations of Sections 10(b) and 20(a) of the Securities Exchange
Act of 1934, as amended ( Rick Green and Evgenia Nikitina v. Maison Solutions Inc., et. al., Case No. 2:24-cv-00063). As
relief, the plaintiffs are seeking, among other things, compensatory damages.

 The Company and Defendants believe
the allegations in both complaints are without merit and intend to defend each suit vigorously. It is reasonably possible that a loss
may be incurred; however, the possible range of losses is not reasonably estimable given the pending status of the cases.

 On April 9, 2024, a shareholder
derivative action was brought by Shah Azad derivatively on behalf of the Company against John Xu, Tao Han, Alexandria Lopez, Bin Wang,
Mark Willis, and Xiaoxia Zhang, and the Company itself as a nominal defendant. The complaint was filed in the United States District Court
for the Central District of California, Case No. 2:24-cv-02897. On April 12, 2024, another derivative complaint was filed by Arnab Baral
in the United States District Court Central District of California, Case No. 2:24-cv-03018. The two cases have since been consolidated,
with the Azad case taking lead. The lawsuits allege breaches of fiduciary duty, abuse of control, unjust enrichment, gross mismanagement,
waste of corporate assets, and contribution under Section 11(f) of the Securities Act and Section 21D of the Exchange Act. The claims
arise from the allegations underlying the class action securities lawsuits. On July 19, 2024, the Court ordered the Azad case stayed until
a motion to dismiss is heard in the class action securities action. The Company is not able to make a reasonable estimate about the amount
of contingent loss of these cases at current stage.

 On September 8, 2023, a complaint
was filed by former employee against Maison San Gabriel for wrongful termination and labor law violation. Maison San Gabriel filed a general
denial in November 2023. Status conference is scheduled for July 1, 2025, and final status conference is scheduled for February 26, 2026.
Trial is scheduled for March 9, 2026. In the complaint, the plaintiff's counsel asked for a range of $ 300,000 to $ 3,000,000. On August
4, 2025, both parties reached a confidential settlement agreement and release, the Company agreed to pay $ 25,000 to plaintiff in exchange
for plaintiff's release of all claims.

 On September 3, 2024, a claim
was filed against Maison El Monte alleging violations of the Unruh Civil Rights Act and the California Disabled Persons Act for building
not having adequate access for disabilities. The case Management Conference is scheduled for January 30, 2025. On April 8, 2025, both
parties reached a confidential settlement agreement and release of claims, and the Company agreed to pay $ 6,000 to settle the case.

 F- 34

 On October 17, 2024, a complaint
was filed against HKGF Alhambra, HKGF Arcadia, Maison El Monte, Maison San Gabriel, Maison Monrovia, Maison Monterey Park and Tion Hin
for unpaid invoices of seafood purchase for $ 115,388.39. The case management conference is scheduled for August 4, 2025. The management
is not able to estimate the outcome of the case due to early stage of the case.

 Commitments

 On April 19, 2021, JD E-commerce America
Limited ("JD US") and the Company entered into a Collaboration Agreement (the "Collaboration Agreement") pursuant
to which JD.com will provide services to Maison focused on updating in store technology through the development of a new mobile app, the
updating of new in-store technology, and revising store layouts to promote efficiency. The Collaboration Agreement provided for a
consultancy and initialization fee of $ 220,000, 40 % of which was payable within three (3) days of effectiveness, 40 % of
which is due within three (3) days of the completion and delivery of initialization services (including initializing of a feasibility
plan, store digitalization, delivery of online retailing and e-commerce business and operational solutions for the Stores) as outlined
in the Collaboration Agreement, and the remaining 20 % is payable within three (3) days of the completion and delivery of the
implementation services (including product and merchandise supply chain configuration, staff training for operation and management of
the digital solutions, installation and configuration of hardware, customization of software, concept design and implementation), as outlined
in the Collaboration Agreement. The Collaboration Agreement also included certain additional storage and implementation fees to be determined
by the parties and royalty fees, following the commercial launch of the platform developed by JD US, of 1.2 % of gross merchandise
value based on information generated by the platform. For each additional store requiring Consultancy and Initialization service, an additional
$ 50,000 will be charged for preparing the feasibility plan for such additional store. The Collaboration Agreement has an initial
term of 10 years and customary termination and indemnification provisions. Simultaneously with the effectiveness of the Collaboration
Agreement, JD US and Maison entered into an Intellectual Property License Agreement (the "IP Agreement") outlining certain
trademarks, logos and designs, and other intellectual property rights used in connection with the retail supermarket operations outlined
in the Collaboration Agreement, which includes an initial term of 10 years and customary termination provisions. There are no
additional licensing fees or costs associated with the IP Agreement. As of the date of this report, there is no new progress on the collaboration
agreement with JD US.

 19. Acquisition of subsidiary

 On April 4, 2024, AZLL, an Arizona
limited liability company and a wholly-owned subsidiary of Maison, entered into a Stock Purchase Agreement (the "Stock Purchase
Agreement") with Meng Truong ("Meng Truong") and Paulina Truong ("Paulina Truong" and, together with Meng
Truong, the "Sellers"), pursuant to which AZLL purchased 100 % of the outstanding equity interests in Lee Lee from the Sellers.
The transaction closed on April 8, 2024.

 Pursuant to the Stock Purchase
Agreement, AZLL agreed to pay to the Sellers an aggregate purchase price of approximately $ 22.2 million, subject to certain adjustments
as set forth in the Stock Purchase Agreement, consisting of: (i) $ 7.0 million in cash paid immediately at the closing of the transaction,
and (ii) the Secured Note agreement with an original principal amount of approximately $ 15.2 million, subject to certain adjustments as
set forth in the Senior Secured Note Agreement. In addition, the Purchase Agreement contained customary representations and warranties,
and indemnification, non-competition, non-solicitation and confidentiality provisions.

 F- 35

 The following table summarizes
the fair values of the assets acquired and liabilities assumed at the date of acquisition. Goodwill as a result of the acquisition of
Lee Lee was calculated as follows:

 Total purchase considerations *

 $
 22,126,065

 Fair value of tangible assets acquired:

 Cash (restated)

 Other receivables

 155,010

 Property and equipment

 1,574,818

 485,518

 Inventory

 4,731,664

 Operating lease right-of-use assets,

 20,271,511

 Intangible assets (trademark) acquired

 5,000,000

 Total identifiable assets acquired

 34,292,819

 Fair value of liabilities assumed:

 ( 2,348,465
)

 ( 13,035
)

 Accrued liabilities and other payables

 ( 402,894
)

 Due to related parties

 ( 485,518
)

 Tenant security deposits

 ( 13,800
)

 Operating lease liabilities

 ( 20,320,131
)

 Deferred tax liability

 ( 1,243,550
)

 Total liabilities assumed

 ( 24,827,393
)

 Net identifiable assets acquired

 9,465,426

 Goodwill as a result of the acquisition

 $
 12,660,638

 *
 Includes purchase price adjustments for 1) reducing purchase price by $ 80,000 for the accrued sick-pay liability of Lee Lee prior to the closing date, and 2) increasing purchase price by $ 18,032 to compensate Sellers for the Sellers' security deposit for the Peoria Lease which shall be left for AZLL.

 The following condensed unaudited
pro forma consolidated results of operations for the Company for the year ended April 30, 2024 present the results of operations of the
Company and Lee Lee as if the acquisition occurred on May 1, 2023.

 The pro forma results are not
necessarily indicative of the actual results that would have occurred had the acquisitions been completed as of the beginning of the periods
presented, nor are they necessarily indicative of future consolidated results.

 For the

year ended

2024 (Unaudited)

 Revenue

 $
 131,058,149

 Operating costs and expenses

 133,428,785

 Income from operations

 ( 2,370,636
)

 Other income

 588,694

 Income tax expense

 ( 592,274
)

 Net income

 $
 ( 2,374,216
)

 20. Restatement

 During the preparation of this annual report, the Company determined
that it had not appropriately accounted for certain historical transactions under US GAAP. In accordance with Staff Accounting Bulletin
( " SAB ")
99, Materiality, and SAB 108, Considering the Effects of Prior Period Misstatements when Quantifying Misstatements in Current Period Financial
Statements, the Company evaluated the materiality of the errors from qualitative and quantitative perspectives, individually and in aggregate,
and concluded that the errors were material to the Consolidated Balance Sheet as of April 30, 2024. The Company has restated the impacted
financial statements for the period, and presented the effects of the restatement adjustments to the statement below.

 The restatement included an increase of cash balance of $ 2,074,298
that the Company acquired from the acquisition of Lee Lee and decreased the goodwill arising from the acquisition of Lee Lee for the same
amount.

 F- 36

 The following table presents the effects of the restatement on the
accompanying consolidated balance sheet at April 30, 2024:

 As

Previous
 Reported

 Adjustment

 As

Restated

 Cash

 $
 -

 $

 $

 16,957,147

 ( 2,074,298
)

 14,882,849

 TOTAL ASSETS

 $
 82,397,143

 $
 -

 $
 82,397,143

 The following table presents the effects of the restatement on the
accompanying consolidated statement of cash flows for the year ended April 30, 2024:

 Cash flow from investing activities

 As

Previous Reported

 Adjustment

 As

Restated

 Cash acquired from acquisition of Lee-Lee

 $
 -

 $

 $

 Net cash used in investing activities

 ( 12,207,132
)

 ( 10,132,834
)

 Net changes in cash and restricted cash

 ( 2,569,766
)

 ( 495,468
)

 Cash and restricted cash at the end of the year

 $
 1,101

 $

 $
 2,075,399

 21. Subsequent event

 The Company follows the guidance in FASB ASC 855-10 for the
disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined
the following events need to be disclosed.

 Lease termination

 On June 7, 2025, Maison EL Monte, Inc. entered into a lease termination
agreement with Jendo Ermi, LP ("Lessor"). Pursuant to the agreement, the lessee Maison El Monte agreed to pay the lessor a
total sum of One Hundred Thousand Dollars ($ 100,000) as consideration for the lessor's agreement to terminate the lease and release
the lessee from all obligations and liabilities under the lease, including, but not limited to, any outstanding rent. The Company closed
Maison El Monte store accordingly. The strategic decision to close Maison El Monte store is part of the Company's ongoing commitment
to improve its profitability and support sustainable growth.

 F- 37

 The following condensed unaudited pro forma consolidated balance sheet
as of April 30, 2025 presents the Company's consolidated balance sheet as if the disposal of Maison El Monte occurred on April 30,
2025.

 As of

2025

 ASSETS

 CURRENT ASSETS

 Cash

 $
 768,701

 2,656,215

 Accounts receivable - related parties

 319,170

 5,324,268

 Prepayments

 2,364,609

 Other receivables and other current assets

 261,847

 Other receivables - related parties

 128,995

 Total current assets

 11,823,805

 NON-CURRENT ASSETS

 Property and equipment, net

 1,646,056

 Intangible assets, net

 7,408,036

 841,658

 Investment under cost method

 75,000

 Investment under cost method - related parties

 Investment under equity method

 848,493

 Operating lease right-of-use assets, net

 35,693,340

 14,882,849

 Total non-current assets

 61,558,097

 TOTAL ASSETS

 $
 73,381,902

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES

 $
 1,192,205

 6,771,742

 Accounts payable - related parties

 494,815

 Accrued expenses and other payables

 1,949,643

 Other payables - related parties

 441,936

 Income tax payable

 661,408

 616,340

 Operating lease liabilities, current

 3,403,852

 Loan payable, current

 51,015

 Notes payable, current

 4,887,094

 Total current liabilities

 20,470,050

 NON-CURRENT LIABILITIES

 Long-term loan payable

 2,066,858

 Security deposit from sub-tenants

 85,078

 Operating lease liabilities, non-current

 35,180,573

 Notes payable, non-current

 754,966

 Convertible notes payable, net of unamortized OID and debt issuance costs of $ 609,583

 584,199

 Derivative liability

 1,004,230

 Deferred tax liability, net

 1,183,914

 Total non-current liabilities

 40,859,818

 TOTAL LIABILITIES

 61,329,868

 STOCKHOLDER'S EQUITY

 Other equity

 13,393,961

 Accumulated deficit

 ( 1,341,927
)

 Total Stockholders' equity

 12,052,034

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 73,381,902

 F- 38

 The following condensed unaudited pro forma consolidated results of
operations present the results of operations of the Company, as if the disposal of Maison El Monte occurred on May 1, 2024 and 2023, respectively.

 Years ended April 30,

 2025

 2024

 Revenue

 $
 117,791,233

 $
 50,974,637

 Cost of goods sold

 92,323,635

 40,826,427

 Gross profit

 25,467,598

 10,148,210

 Operating expenses

 18,083,749

 8,795,452

 7,421,588

 3,778,642

 25,505,337

 12,574,094

 Loss from operations

 ( 37,739
)

 ( 2,425,884
)

 Other income (expense), net

 2,366,756

 ( 236,319
)

 Income (loss) before income taxes

 2,329,017

 ( 2,662,203
)

 Income tax expenses

 139,095

 420,684

 Net income (loss) before noncontrolling interest

 2,189,922

 ( 3,082,887
)

 Less: net loss attributable to noncontrolling interests

 ( 142,655
)

 ( 21,488
)

 Net income (loss) attributable to Maison Solutions, Inc.

 $
 2,332,577

 $
 ( 3,061,399
)

 F- 39

 The following table summarizes the carrying value of the assets and
liabilities of discontinued operations Maison El Monte at April 30, 2025.

 Cash

 $
 9,005

 2,310

 Accounts receivable - other subsidiaries

 192,488

 Accounts receivable - related parties

 148,500

 Other current assets

 507,969

 Inventory

 430,656

 Operating lease right-of-use assets, net

 2,365,655

 Fixed assets, net

 387,876

 114,350

 Intangible assets

 11,776

 Total assets

 $
 4,170,585

 $
 254,478

 1,389,090

 Accounts payable - other subsidiaries

 21,957

 Accounts payable - related Parties

 36,321

 Accrued liability and other payables

 61,340

 Due to related parties

 70,888

 Lease liabilities

 2,365,655

 Other liabilities

 629,916

 Total liabilities

 $
 4,829,645

 The following tables shows the results of operations relating to discontinued
operations Maison El Monte for the years ended April 30, 2025 and 2024, respectively.

 Years ended April 30,

 2025

 2024

 Revenue

 $
 6,426,247

 $
 7,068,524

 Cost of goods sold

 5,551,294

 5,595,637

 Gross profit

 874,953

 1,472,887

 Operating expenses

 1,635,087

 1,360,376

 467,133

 390,633

 2,102,220

 1,751,009

 Loss from operations

 ( 1,227,267
)

 ( 278,122
)

 Other expense, net

 ( 6,852
)

 ( 6,142
)

 Loss before income taxes

 ( 1,234,119
)

 ( 284,264
)

 Income tax expenses

 34,894

 19,878

 Net loss before noncontrolling interest

 ( 1,269,013
)

 ( 304,142
)

 Less: net loss attributable to noncontrolling interests

 ( 105,709
)

 ( 25,335
)

 Net loss attributable to Maison Solutions, Inc.

 $
 ( 1,163,304
)

 $
 ( 278,807
)

 F- 40

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 Our management, with the participation of our Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation,
and the information described below in this Item 9A, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were not effective at April 30, 2025 due to the previously identified material weaknesses described below.

 Management's Annual Report on Internal Control Over Financial
Reporting

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange
Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with
GAAP.

 Because of its inherent limitations, internal control
over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree or compliance with the policies or procedures may deteriorate.

 Under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness
of our internal control over financial reporting as of April 30, 2025, based on the framework set forth in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation,
our management concluded that our internal control over financial reporting was not effective as of April 30, 2025 due to the previously
identified material weaknesses described below.

 Management has implemented remediation steps as
described below to improve our internal control over financial reporting. We plan to further improve this process by enhancing access
to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications
and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

 This Annual Report on Form 10-K does not include
an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging
growth company under the JOBS Act.

 Material Weaknesses in Internal Control over Financial Reporting

 We identified material weaknesses in our internal
control over financial reporting at April 30, 2025 as set forth below. A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or
interim financial statements will not be prevented or detected on a timely basis. Notwithstanding the material weaknesses in our internal
control over financial reporting, we have concluded that the consolidated financial statements included in this Annual Report on Form
10-K fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented
in conformity with accounting principles generally accepted in the United States of America.

 Management has determined that the Company has the following material
weaknesses in its internal control over financial reporting, which continue to exist as of April 30, 2025, as related to: (i) insufficient
full-time employees with the necessary levels of accounting expertise and knowledge to compile and analyze consolidated financial statements
and related disclosures in accordance with U.S. GAAP and address complex accounting issues under U.S. GAAP; (ii) the lack of timely related
party transaction monitoring and the failure to keep a related party list and keep records of related party transactions on a regular
basis; (iii) the failure to keep an up-to-date perpetual inventory control system or timely perform company-wide inventory count at or
near its fiscal year-end date. Specifically, maintaining records for inbound warehouse purchases or have specialized personnel to scan
goods into the warehouse on a timely basis; (iv) the lack of adequate policies and procedures in control environment and control activities
to ensure that the Company's policies and procedures have been carried out as planned; (v) information technology general control
in the areas of: (1) Risk and Vulnerability Assessment; (2) Selection and Management/Monitoring of Critical Vendors; (3) System Development
and Change Management; (4) Backup Management; (5) System Security & Access: Deficiency in the Area of Audit Trail Record Control,
Password Management, Vulnerability Scanning or Penetration Testing; (6) Segregation of Duties, Privileged Access, and Monitoring Controls;
and (7) System Monitoring and Incident Management; and (vi) accounting personnel have the ability in the accounting system to prepare,
review, and post the same accounting journal entry.

 Plan of Remediation of Material Weakness in Internal Control Over
Financial Reporting

 As initially reported in our Annual Report on Form
10-K for the fiscal year ended April 30, 2023, following the identification and communication of the material weaknesses, management commenced
remediation actions relating to the material weaknesses beginning in the first quarter of fiscal year 2024.

 We have taken, and are taking, certain actions
to remediate the material weakness related to our lack of U.S. GAAP experience. We plan to hire additional credentialed professional staff
and consulting professionals with greater knowledge and experience of U.S. GAAP and related regulatory requirements to oversee our financial
reporting process in order to ensure our compliance with U.S. GAAP and other relevant securities laws. In addition, we plan to provide
additional training to our accounting personnel on U.S. GAAP, and other regulatory requirements regarding the preparation of financial
statements. Until such time as we hire qualified accounting personnel with the requisite U.S. GAAP knowledge and experience and train
our current accounting personnel, we have engaged an outside CPA with U.S. GAAP knowledge and experience to supplement our current internal
accounting personnel and assist us in the preparation of our financial statements to ensure that our financial statements are prepared
in accordance with U.S. GAAP.

 Changes in Internal Control Over Financial Reporting

 There have been no changes in our internal control
over financial reporting that occurred during the year ended April 30, 2025 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting, except as described above.

 ITEM 9B. OTHER INFORMATION

 None.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The information required by Item 10 of Part III of Form 10-K (other
than certain information required by Item 401 of Regulation S-K with respect to our executive officers, which is provided under Item 1
of Part I of this Annual Report) will be set forth in an amendment to this Annual Report, which will be filed with the SEC within 120
days of the end of the fiscal year to which this Annual Report on Form 10-K relates.

 ITEM 11. EXECUTIVE COMPENSATION

 The information required by Item 11 of Part III of Form 10-K will be
set forth in an amendment to this Annual Report, which will be filed with the SEC within 120 days of the end of the fiscal year to which
this Annual Report on Form 10-K relates.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

 The information required by Item 12 of Part III
of Form 10-K will be set forth in an amendment to this Annual Report, which will be filed with the SEC within 120 days of the end of the
fiscal year to which this Annual Report on Form 10-K relates.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

 The information required by Item 13 of Part III
of Form 10-K will be set forth in an amendment to this Annual Report, which will be filed with the SEC within 120 days of the end of the
fiscal year to which this Annual Report on Form 10-K relates.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The information required by Item 14 of Part III
of Form 10-K will be set forth in an amendment to this Annual Report, which will be filed with the SEC within 120 days of the end of the
fiscal year to which this Annual Report on Form 10-K relates.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)

 We have filed the following documents as part of this Annual Report on Form 10-K:

 1.

 The financial statements listed in the "Index to Financial Statements" on page F-1 are filed as part of this report.

 2.

 Financial statement schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.

 3.

 Exhibits included or incorporated herein: See below.

 Exhibit No.

 Description

 3.1

 Amended and Restated Certificate of Incorporation of Maison Solutions Inc. (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023).

 3.2

 Amended and Restated Bylaws of Maison Solutions Inc. (incorporated by reference to Exhibit 3.4 to the Company's Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023).

 4.1

 Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023).

 4.2

 Form of Underwriter's Warrant (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023).

 4.3

 Form of Senior Unsecured Convertible Promissory Note, issued March 12, 2025 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on March 13, 2025).

 4.4

 Note Purchase Warrant, dated March 12, 2025, including Form of Additional Note. (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on March 13, 2025).

 10.1+

 Form of Maison Solutions Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023).

 10.2

 Form of Indemnification Agreement between Maison Solutions Inc. and each of the directors and officers thereof (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023).

 10.3

 Form of Employment Agreement between Maison Solutions Inc. and John Xu (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023).

 10.4

 Form of Employment Agreement between Maison Solutions Inc. and Alexandria M. Lopez (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023).

 10.5

 Form of Employment Agreement between Maison Solutions Inc. and Tao Han (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023).

 10.6

 Amended Loan Authorization and Agreement by and between the U.S. Small Business Administration and Good Fortune Supermarket of Monrovia LP, principal amount of $150,000 at 3.75% interest for a term of 30 years dated June 3, 2020 (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023).

 10.7

 Loan Authorization and Agreement by and between the U.S. Small Business Administration and Good Fortune Supermarket of San Gabriel LP, principal amount of $2,000,000 at 3.75% interest for a term of 30 years dated January 12, 2022 (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023).

 10.8

 Amended Loan Authorization and Agreement by and between the U.S. Small Business Administration and Super HK of El Monte Inc, principal amount of $500,000 at 3.75% interest for a term of 30 years dated January 6, 2022 (incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023).

 10.9

 Collaboration Agreement by and between JD E-commerce American Limited and Maison Solutions Inc. dated April 19, 2021 (English Translation) (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023).

 10.10

 Intellectual Property License Agreement by and between JD E-commerce American Limited and Maison Solutions Inc. dated April 19, 2021 (English Translation) (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023).

 10.11

 Business Loan Agreement by and between American First National Bank and Good Fortune Supermarket of Monrovia, LP, principal amount of $1,000,000 at 4.5% to 6.5% variable interest for a term of 7 years dated March 2, 2017 (incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023).

 10.12

 Business Loan Agreement by and between American First National Bank and Good Fortune Supermarket of San Gabriel, LP, principal amount of $1,000,000 at 4.5% to 6.5% variable interest for a term of 7 years dated March 2, 2017 (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023).

 10.13

 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 24, 2023).

 10.14

 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on November 24, 2023).

 10.15***

 Stock Purchase Agreement, dated April 4, 2024, by and among AZLL, LLC, Meng Truong and Paulina Truong (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 10, 2024).

 10.16

 Form of Senior Secured Note Agreement (included as Exhibit B to the Stock Purchase Agreement filed as Exhibit 10.15 hereto).

 10.17

 Form of Security Agreement (included as Exhibit E to the Stock Purchase Agreement filed as Exhibit 10.15 hereto).

 10.18

 Form of Xu Guarantee Agreement (included as Exhibit F to the Stock Purchase Agreement filed as Exhibit 10.15 hereto).

 10.19

 Form of Purchaser Guarantee Agreement (included as Exhibit G to the Stock Purchase Agreement filed as Exhibit 10.15 hereto).

 10.20

 First Amendment to Senior Secured Note Agreement, dated October 21, 2024, by and between Lee Lee Oriental Supermart, LLC, AZLL LLC, Maison Solutions Inc., Meng Truong and Paulina Truong (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 24, 2024).

 10.21

 Second Amendment to Senior Secured Note Agreement, dated October 21, 2024, by and between Lee Lee Oriental Supermart, LLC, AZLL LLC, Meng Truong and Paulina Truong (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on October 24, 2024).

 10.22

 First Amendment to Security Agreement, dated October 21, 2024, by and between Lee Lee Oriental Supermart, LLC, AZLL LLC, Meng Truong and Paulina Truong (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on October 24, 2024).

 10.23

 First Amendment to AZLL Guarantee Agreement, dated October 21, 2024, by AZLL LLC to and for the benefit of Meng Truong and Paulina Truong (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on October 24, 2024).

 10.24

 First Amendment to Xu Guarantee Agreement, dated October 21, 2024, by John Jun Xu and Grace Xu to and for the benefit of Meng Truing and Paulina Truong (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on October 24, 2024).

 10.25

 Consulting Services Agreement, dated January 29, 2025, by and among Maison Solutions Inc., Good Fortune Supermarket of Quincy, Inc., Good Fortune Supermarket Group (USA) Inc., Good Fortune Supermarket of VA I, Inc., and Good Fortune Supermarket (Rhode Island) Corp. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 30, 2025).

 10.26***

 Securities Purchase Agreement, dated March 12, 2025, by and between the Company and the Investor (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on March 13, 2025).

 10.27

 Registration Rights Agreement, dated March 12, 2025, by and between the Company and the Investor (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on March 13, 2025).

 10.28

 Note Modification Agreement, dated March 12, 2025, by and between Meng Truong and Paulina Truong, Lee Lee Oriental Supermart, LLC, AZLL LLC, and John Jun Xu and Grace Xu (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on March 13, 2025).

 19.1*

 Insider Trading Policy

 31.1*

 Certification pursuant to Section 302 of the Sarbanes-Oxley Act.

 31.2*

 Certification pursuant to Section 302 of the Sarbanes-Oxley Act.

 32.1**

 Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

 32.2**

 Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 *
 Filed herewith.

 **
 Furnished herewith.

 ***
 Certain exhibits and schedules
to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy
of all omitted exhibits and schedules to the SEC upon its request.

 +
 Indicates management compensatory
agreement.

 ITEM 16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

 DATE: August 13, 2025

 By:

 /s/ John Xu

 John Xu

 Chief Executive Officer, Chairman and President

 (Principal Executive Officer)

 By:

 /s/ Alexandria M. Lopez

 Alexandria M. Lopez

 Chief Financial Officer and Director

 (Principal Financial Officer and Principal Accounting Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.

 Signature

 Title

 Date

 /s/ John Xu

 Chief Executive Officer, Chairman and President

 John Xu

 (Principal Executive Officer)

 /s/ Alexandria M. Lopez

 Chief Financial Officer and Director

 Alexandria M. Lopez

 (Principal Financial Officer and Principal Accounting Officer)

 /s/ Bin Wang

 Bin Wang

 /s/ Mark Willis

 Mark Willis

 /s/ Dr. Xiaoxia Zhang

 Dr. Xiaoxia Zhang

On October 30, 2023, the Company entered a System Purchase and Implementation Consulting Agreement with Drem Consulting Pte. Ltd. for purchasing a merchandise display planning and management system for $1.5 million. The system uses advanced technology such as artificial intelligence, IoT (Internet of Things), client computing, etc. to optimize shelf display and planning, inventory control and customer services. The system is amortized over 10 years.
On November 22, 2023, the Company entered a Supply Chain Management System Purchase Agreement with WSYQR Limited to purchase a supply chain management system for $1.45 million. The system has the necessary software and hardware that was specifically designed for supermarkets application for the key units of 1) data synchronization across the entire supply chain, 2) centralized order processing and fulfillment, 3) refund and return processing, 4) customer complaints handling, and 5) distribution and delivery management and optimization. The system is amortized over 10 years.
 Trademark
Trademark mainly consisted of 1) a trademark acquired through the acquisition of Maison Monterey Park on June 30, 2022. The fair value of the trademark from the acquisition of Maison Monterey Park at acquisition date was $194,000, to be amortized over 15 years; 2)) a trademark acquired through the acquisition of Lee Lee on April 7, 2024. The fair value of the trademark from the acquisition of Lee Lee at acquisition date was $5,000,000, to be amortized over 20 years.
The amortization expense for the years ended April 30, 2025 and 2024 was $559,099 and $168,418, respectively. Estimated amortization expense for each of the next five years from April 30, 2025 is as follows: $559,099, $559,099, $559,099, $559,099 and $559,099.
 0001892292 false FY

 2023-10-31

 2025-08-12

 2025-08-12

 mss: GoodFortuneSupermarketSanGabrielLPMember

 2019-07-31

 mss: GoodFortuneSupermarketOfMonroviaLPMember

 2019-07-31

 mss: SuperHKOfElMonteIncMember

 2019-10-31

 mss: GFSupermarketOfMPIncMember

 2022-06-30

 mss: LeeLeeOrientalSupermartIncMember

 mss: AZLLLLCMember

 mss: AZLLMember

 mss: SecuredNoteMember

 mss: LeeLeeAcquisitionMember

 us-gaap: AccountsReceivableMember

 us-gaap: AccountsReceivableMember

 us-gaap: AccountsReceivableMember

 us-gaap: AccountsReceivableMember

 mss: VendorsMember

 mss: VendorsMember

 mss: DaiCheongTradingCoIncMember

 2021-05-31

 mss: DCHoldingCAIncMember

 2021-05-01
 2021-05-31

 mss: DCHoldingCAIncMember

 2021-05-31

 2021-12-31

 2021-12-01
 2021-12-31

 mss: CostMethodInvestmentMember

 2023-12-14

 mss: TMALiquorIncMember

 2023-12-14
 2023-12-14

 mss: DespiteMaisonMember

 mss: HKGFArcadiaMember
 srt: BoardOfDirectorsChairmanMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: LeaseholdImprovementsMember

 us-gaap: EquipmentMember

 us-gaap: EquipmentMember

 us-gaap: AutomobilesMember

 mss: PerishablesMember

 mss: PerishablesMember

 mss: NonperishablesMember

 mss: NonperishablesMember

 mss: SupplierAMember

 mss: SupplierAMember

 mss: SupplierBMember

 mss: SupplierBMember

 mss: SupplierCMember

 mss: SupplierCMember

 mss: PerishablesMember

 mss: PerishablesMember

 mss: NonperishablesMember

 mss: NonperishablesMember

 mss: GFDistributionIncMember

 mss: XHJCHoldingIncMember

 mss: OtherVendorsMember

 mss: GFDistributionIncMember

 mss: XHJCHoldingIncMember

 mss: OtherVendorsMember

 us-gaap: GeneralAndAdministrativeExpenseMember

 us-gaap: GeneralAndAdministrativeExpenseMember

 us-gaap: CostOfSalesMember

 us-gaap: CostOfSalesMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: EquipmentMember

 us-gaap: EquipmentMember

 us-gaap: LeaseholdImprovementsMember

 us-gaap: AutomobilesMember

 mss: DremConsultingPteLtdMember

 2023-10-30
 2023-10-30

 mss: DremConsultingPteLtdMember

 2023-10-30

 mss: WSYQRLimitedMember

 2023-11-22
 2023-11-22

 mss: WSYQRLimitedMember

 2023-11-22

 2025-03-01
 2025-03-30

 mss: MaisonMontereyParkMember

 mss: MaisonMontereyParkMember

 us-gaap: LicenseMember

 us-gaap: LicenseMember

 us-gaap: ComputerSoftwareIntangibleAssetMember

 us-gaap: ComputerSoftwareIntangibleAssetMember

 us-gaap: TrademarksMember

 us-gaap: TrademarksMember

 mss: HKGFArcadiaMember

 mss: SupermarketMember

 mss: SupermarketMember

 2023-07-01

 2023-07-01

 mss: LeeLeeAcquisitionMember

 mss: AZLLMember

 2024-05-08

 2024-06-08

 2024-09-08

 2024-10-08

 2024-11-08

 2024-12-08

 2025-02-08

 2024-10-08
 2024-10-08

 2024-10-21
 2024-10-21

 2025-01-15

 mss: UnsecuredPromissoryNoteMember

 mss: UnsecuredPromissoryNoteMember

 mss: IncrementalWarrantMember

 mss: IncrementalWarrantMember

 mss: UnsecuredPromissoryNoteMember

 mss: SeniorUnsecuredObligationMember

 mss: SeniorUnsecuredObligationMember

 mss: SeniorUnsecuredObligationMember

 mss: InitialNoteMember

 mss: InitialNoteMember

 mss: InitialNoteMember

 mss: InitialNoteMember

 srt: ScenarioForecastMember

 2028-03-12
 2028-03-12

 srt: ScenarioForecastMember

 2028-03-12
 2028-03-12

 mss: BlackScholesOptionPricingModelMember

 us-gaap: MeasurementInputSharePriceMember

 us-gaap: MeasurementInputExpectedDividendRateMember

 us-gaap: MeasurementInputPriceVolatilityMember

 us-gaap: MeasurementInputRiskFreeInterestRateMember

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputExercisePriceMember

 us-gaap: MeasurementInputSharePriceMember

 us-gaap: MeasurementInputPriceVolatilityMember

 us-gaap: MeasurementInputRiskFreeInterestRateMember

 us-gaap: MeasurementInputExpectedTermMember

 2022-01-12

 2022-01-12
 2022-01-12

 2022-01-06

 2022-01-06
 2022-01-06

 mss: DaiCheongTradingIncMember

 2021-05-31

 2021-12-31

 mss: MsGraceXuMember

 2021-12-31

 mss: UnitedFoodLLCMember

 mss: UnitedFoodLLCMember

 mss: UnitedFoodLLCOneMember

 mss: UnitedFoodLLCOneMember

 mss: HKGFMarketOfArcadiaLLCOneMember

 mss: HKGFMarketOfArcadiaLLCOneMember

 mss: HKGFMarketOfAlhambraIncOneMember

 mss: HKGFMarketOfAlhambraIncOneMember

 mss: DaiCheongTradingCoIncMember

 mss: DaiCheongTradingCoIncMember

 mss: DaiCheongTradingCoIncMember

 mss: HKGFMarketOfArcadiaLLCOneMember

 mss: HKGFMarketOfArcadiaLLCOneMember

 mss: HKGFMarketOfAlhambraIncOneMember

 mss: HKGFMarketOfAlhambraIncOneMember

 mss: JCBusinessGuysIncMember

 mss: JCBusinessGuysIncMember

 mss: JCBusinessGuysIncMember

 mss: GrantstoneIncMember

 mss: GrantstoneIncMember

 mss: GrantstoneIncMember

 mss: UnitedFoodLLCOneMember

 mss: UnitedFoodLLCOneMember

 mss: HongKongSupermarketOfMontereyParkLtdMember

 mss: HongKongSupermarketOfMontereyParkLtdMember

 mss: HongKongSupermarketOfMontereyParkLtdMember

 mss: DaiCheongTradingIncMember

 mss: DaiCheongTradingIncMember

 mss: DaiCheongTradingIncMember

 mss: IdealInvestmentMember

 mss: IdealInvestmentMember

 mss: IdealInvestmentMember

 mss: IdealCityCapitalMember

 mss: IdealCityCapitalMember

 mss: IdealCityCapitalMember

 mss: JohnXuMember

 mss: JohnXuMember

 mss: JohnXuMember

 mss: GraceXuMember

 mss: GraceXuMember

 mss: GraceXuMember

 mss: NewVictoryFoodsIncMember

 mss: NewVictoryFoodsIncMember

 mss: NewVictoryFoodsIncMember

 2023-04-01

 2023-04-01
 2023-04-01

 2023-08-01
 2024-03-31

 2024-04-01
 2025-03-31

 srt: ScenarioForecastMember

 2025-04-01
 2026-03-31

 mss: SupermarketsStoreMember

 mss: SupermarketsStoreMember

 2022-11-30

 2022-06-30

 2024-01-31

 mss: MaisonE1MonteMember

 mss: MaisonMontereyParkMember

 mss: LeeLeePeoriaStoreMember

 mss: LeeLeeChandlerStoreMember

 mss: LeeLeeTucsonStoreMember

 mss: MaisonMonroviaOneMember

 mss: MaisonSanGabrielOneMember

 mss: MaisonMontereyParkOneMember

 mss: MaisonElMonteOneMember

 mss: SupermarketLeasesMember

 mss: SupermarketLeasesMember

 mss: CopierLeasesMember

 mss: CopierLeasesMember

 us-gaap: IPOMember

 us-gaap: OverAllotmentOptionMember

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputPriceVolatilityMember

 us-gaap: MeasurementInputRiskFreeInterestRateMember

 us-gaap: MeasurementInputExpectedDividendRateMember

 country: US

 stpr: CA

 mss: SoftwareLicenseMember

 mss: EmployeeRetentionCreditMember

 mss: EmployeeRetentionCreditMember

 srt: ScenarioForecastMember

 2025-08-04
 2025-08-04

 2025-04-08
 2025-04-08

 2024-10-17

 mss: JDEcommerceAmericaLimitedMember

 us-gaap: CollaborativeArrangementMember

 mss: AZLLMember

 2024-04-04

 mss: LeeLeeAcquisitionMember

 srt: ScenarioPreviouslyReportedMember

 srt: RestatementAdjustmentMember

 srt: ScenarioPreviouslyReportedMember

 srt: RestatementAdjustmentMember

 us-gaap: SubsequentEventMember

 2025-06-07
 2025-06-07

 mss: MaisonE1MonteMember

 mss: MaisonE1MonteMember

 mss: OtherSubsidiariesMember

 mss:segment