Cover
Cover - USD ($) | 12 Months Ended | ||
Apr. 30, 2024 | Aug. 06, 2024 | Oct. 31, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Apr. 30, 2024 | ||
Document Fiscal Year Focus | 2024 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | Maison Solutions Inc. | ||
Entity Central Index Key | 0001892292 | ||
Entity File Number | 001-41720 | ||
Entity Tax Identification Number | 84-2498797 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --04-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 14,896,000 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 127 N Garfield Avenue | ||
Entity Address, City or Town | Monterey Park | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 91754 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (626) | ||
Local Phone Number | 737-5888 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | ||
Trading Symbol | MSS | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 17,450,476 |
Audit Information
Audit Information | 12 Months Ended |
Apr. 30, 2024 | |
Auditor [Table] | |
Auditor Name | Kreit & Chiu CPA LLP |
Auditor Firm ID | 6651 |
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Apr. 30, 2024 | Apr. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 2,569,766 | |
Accounts receivable | 111,874 | 315,356 |
Inventories, net | 6,802,255 | 2,978,986 |
Prepayments | 3,263,711 | 1,547,243 |
Other receivables and other current assets | 1,240,786 | 550,836 |
Total current assets | 11,912,268 | 8,285,797 |
Non-current assets: | ||
Restricted cash | 1,101 | 1,101 |
Property and equipment, net | 2,334,963 | 671,463 |
Intangible assets, net | 7,978,911 | 197,329 |
Security deposits | 946,208 | 457,491 |
Investment under cost method | 75,000 | |
Investment in equity securities | 1,261,458 | |
Operating lease right-of-use assets, net | 40,726,647 | 22,545,190 |
Goodwill | 16,957,147 | 2,222,211 |
Total non-current assets | 70,484,875 | 26,298,225 |
Total assets | 82,397,143 | 34,584,022 |
Current liabilities: | ||
Bank overdraft | 97,445 | |
Accounts payable | 5,394,423 | 3,105,592 |
Accrued expenses and other payables | 1,627,082 | 867,796 |
Income tax payable | 442,518 | 961,034 |
Contract liabilities | 965,696 | 449,334 |
Operating lease liabilities, current | 4,088,678 | 1,761,182 |
Loan payables, current | 65,098 | 370,828 |
Notes payable, current | 15,126,065 | 150,000 |
Total current liabilities | 28,769,196 | 8,372,661 |
Non-current liabilities: | ||
Long-term loan payables | 2,496,201 | 2,561,299 |
Security deposit from sub-tenants | 125,114 | 105,637 |
Operating lease liabilities, non-current | 39,015,252 | 22,711,760 |
Deferred tax liability, net | 1,272,260 | 40,408 |
Total non-current liabilities | 42,908,827 | 25,419,104 |
Total Liabilities | 71,678,023 | 33,791,765 |
Commitment and contingencies (Note 17) | ||
Stockholders’ Equity: | ||
Additional paid in capital | 13,313,523 | |
Retained earnings (accumulated deficit) | (2,817,495) | 522,710 |
Total Maison Solutions, Inc. stockholders’ equity | 10,497,997 | 524,310 |
Noncontrolling interests | 221,123 | 267,947 |
Total stockholders’ equity | 10,719,120 | 792,257 |
Total liabilities and stockholders’ equity | 82,397,143 | 34,584,022 |
Related Party | ||
Current assets: | ||
Accounts receivable – related parties | 459,647 | 289,615 |
Other receivable – related parties | 33,995 | 33,995 |
Non-current assets: | ||
Investment under cost method – related parties | 203,440 | 203,440 |
Current liabilities: | ||
Accounts payable – related parties | 470,605 | 465,310 |
Other payables – related parties | 491,586 | 241,585 |
Class A Common stock | ||
Stockholders’ Equity: | ||
Common stock, value | 1,745 | 1,376 |
Class B Common stock | ||
Stockholders’ Equity: | ||
Common stock, value | $ 224 | $ 224 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Apr. 30, 2024 | Apr. 30, 2023 |
Class A Common stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 97,000,000 | 97,000,000 |
Common stock, shares issued | 17,450,476 | 13,760,000 |
Common stock, shares outstanding | 17,450,476 | 13,760,000 |
Class B Common stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,000,000 | 3,000,000 |
Common stock, shares issued | 2,240,000 | 2,240,000 |
Common stock, shares outstanding | 2,240,000 | 2,240,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 12 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 58,043,161 | $ 55,399,112 |
Cost of goods sold | 46,422,064 | 42,947,952 |
Gross profit | 11,621,097 | 12,451,160 |
Operating expenses: | ||
Selling expenses | 10,155,828 | 8,479,578 |
General and administrative expenses | 4,169,275 | 3,887,935 |
Total operating expenses | 14,325,103 | 12,367,513 |
Income (loss) from operations | (2,704,006) | 83,647 |
Non-operating income (expenses): | ||
Interest income (expense), net | (124,260) | 42,606 |
Investment loss from equity method investment | (538,542) | |
Other income, net | 420,341 | 1,849,534 |
Non-operating income (expenses), net | (242,461) | 1,892,140 |
Income (loss) before income tax | (2,946,467) | 1,975,787 |
Income tax provisions | 440,562 | 336,486 |
Net income (loss) before noncontrolling interest | (3,387,029) | 1,639,301 |
Net income (loss) attributable to noncontrolling interest | (46,823) | 387,498 |
Net income (loss) attributable to Maison Solutions Inc. | $ (3,340,206) | $ 1,251,803 |
Net income (Loss) per share attributable to Maison Solutions, Inc. | ||
Net income (Loss) per share attributable to – basic (in Dollars per share) | $ (0.19) | $ 0.08 |
Weighted average number of common stock outstanding – basic (in Shares) | 17,913,869 | 16,000,000 |
Consolidated Statements of In_2
Consolidated Statements of Income (Parentheticals) - $ / shares | 12 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Income Statement [Abstract] | ||
Net income (Loss) per share attributable to – diluted | $ (0.19) | $ 0.08 |
Weighted average number of common stock outstanding – diluted | 17,913,869 | 16,000,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) | Common Stock Class A | Common Stock Class B | Additional Paid-in Capital | Retained Earnings | Non controlling Interests | Total |
Balance at Apr. 30, 2022 | $ 1,376 | $ 224 | $ (729,093) | $ (119,551) | $ (847,044) | |
Balance (in Shares) at Apr. 30, 2022 | 13,760,000 | 2,240,000 | ||||
Net income (loss) | 1,251,803 | 387,498 | 1,639,301 | |||
Balance at Apr. 30, 2023 | $ 1,376 | $ 224 | 522,710 | 267,947 | 792,257 | |
Balance (in Shares) at Apr. 30, 2023 | 13,760,000 | 2,240,000 | ||||
Net income (loss) | (3,340,206) | (46,823) | (3,387,029) | |||
Issuance of common stock | $ 369 | 13,313,523 | 13,313,892 | |||
Issuance of common stock (in Shares) | 3,690,476 | |||||
Balance at Apr. 30, 2024 | $ 1,745 | $ 224 | $ 13,313,523 | $ (2,817,495) | $ 221,123 | $ 10,719,120 |
Balance (in Shares) at Apr. 30, 2024 | 17,450,476 | 2,240,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Cash flows from operating activities | ||
Net income (loss) before noncontrolling interest | $ (3,387,029) | $ 1,639,301 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 461,868 | 371,696 |
Inventory impairment | (5,961) | (130,056) |
Bad debt expense | (60,000) | 225,766 |
Investment loss | 538,542 | |
Change in deferred taxes | (11,698) | (3,125) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 203,481 | (258,309) |
Accounts receivable - related parties | (271,461) | 243,881 |
Inventories | 914,356 | 343,513 |
Prepayments | (1,716,468) | (819,592) |
Other receivables and other current assets | (474,943) | (504,758) |
Security deposits | (488,717) | 5,654 |
Accounts payable | (59,633) | (589,651) |
Accounts payable - related parties | 106,725 | (161,677) |
Accrued expenses and other payables | 342,592 | (503,338) |
Income tax payable | (518,516) | 334,622 |
Contract liabilities | 503,326 | 68,037 |
Operating lease liabilities | 400,913 | 203,940 |
Other long-term payables | 19,477 | 18,287 |
Net cash provided by (used in) operating activities | (3,503,146) | 484,191 |
Cash flows from investing activities | ||
Payments of equipment purchase | (382,132) | (49,388) |
Payments for intangible assets purchase | (2,950,000) | |
Investment into TMA Liquor Inc. | (75,000) | |
Investment into HKGF Market of Arcadia, LLC | (1,800,000) | |
Payment for acquisition of subsidiaries | (7,000,000) | (2,500,000) |
Loans repaid from third parties | 4,410,270 | |
Net cash provided by (used in) investing activities | (12,207,132) | 1,860,882 |
Cash flows from financing activities | ||
Bank overdraft | 97,445 | (281,941) |
Repayments (to) borrowings from related parties | 250,000 | (101,965) |
Repayments of loan payables | (370,825) | (362,731) |
Repayment of notes payable | (150,000) | |
Net proceeds from issuance of common stock | 13,313,892 | |
Net cash provided by (used in) financing activities | 13,140,512 | (746,637) |
Net changes in cash and restricted cash | (2,569,766) | 1,598,436 |
Cash and restricted cash at the beginning of the year | 2,570,867 | 972,431 |
Cash and restricted cash at the end of the year | 1,101 | 2,570,867 |
Supplemental disclosure of cash and restricted cash | ||
Cash | 2,569,766 | |
Restricted cash | 1,101 | 1,101 |
Total cash and restricted cash | 1,101 | 2,570,867 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 104,451 | 70,795 |
Cash paid for income taxes | 973,656 | 8,481 |
Supplemental disclosure of non-cash investing and financing activities | ||
Increase of right-of-use assets and lease liabilities | $ 10,196 | $ 8,454,300 |
Organization
Organization | 12 Months Ended |
Apr. 30, 2024 | |
Organization [Abstract] | |
Organization | 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. ● 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 note agreement with an original principal amount of approximately $15.2 million. Lee Lee owns three supermarkets specializing on South-East groceries in Arizona. The Company, through its five 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Apr. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Going concern The accompanying consolidated financial statements (“CFS”) were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. For the year ended April 30, 2024, the Company had a net loss of approximately $3.34 million. The Company had an accumulated deficit of approximately $2.82 million and negative working capital of $16.86 million as of April 30, 2024, and negative cash flow from operating activities of approximately $3.50 million for the year ended April 30, 2024. The historical operating results including recurring losses from operations raise substantial doubt about the Company’s ability to continue as a going concern. 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. 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, 2024 and 2023, the Company had NCIs of $221,123 and $267,947, 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, 2024 and 2023, the Company had net loss of $46,823 and net income of $387,498, 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. 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, 2024 and 2023, cash balances held in the banks, exceeding the standard insurance amount, are $862,613 and $1,819,766, 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. Cash from operating, investing and financing activities of the consolidated statement of cash flows are net of assets and liabilities acquired of Lee Lee for the year ended Aril 30, 2024 and Maison Monterey Park for the year ended April 30, 2023. 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, 2024 and 2023, the Company had restricted cash of $1,101 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 adoption of the credit loss accounting standard has no material impact on the Company’s consolidated financial statements as of May 1, 2023. 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. Accounts receivable 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, 2024 and 2023, there was no allowance for the doubtful accounts. Accounts receivable — related parties Accounts receivable consist 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, 2024 and 2023, there was no allowance for the doubtful accounts. 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, 2024 and 2023, the Company had made prepayments to its vendors of $3,263,711 and $1,547,243, 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, 2024 and 2023, the Company did not have any bad debt allowance for other receivables. Inventories, net 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. Cost is determined using the retail method for inventories. Under the retail method, the valuation of inventories at cost and the resulting gross margins are determined by applying a cost-to-retail ratio for various groupings of similar items to the retail value of inventories. Inherent in the retail inventory method calculations are certain management judgments and estimates which could impact the ending inventory valuation at cost, as well as the resulting gross margins. Physical inventory counts are taken on a cycle basis. The Company records an estimated inventory shrinkage reserve for the period between each store’s last physical inventory and the consolidated balance sheet date. The Company provides a reserve for inventory shrinkage for the years ended April 30, 2024 and 2023. 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. 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, 2024 and 2023. Security deposits 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., 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 12 — “ Related party balances and transactions In December 2021, the Company purchased a 10% equity interest in HKGF Market of Alhambra, Inc, 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 12 — “ Related party balances and transactions Effective on December 14, 2023, the Company purchased 10% equity interest in TMA Liquor Inc., a liquor wholesale company, for $100,000. The Company paid $75,000 as of April 30, 2024. 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 . 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 year ended April 30, 2024. Goodwill 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. Generally, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If factors indicate that this is the case, the Company then estimates the fair value of the related reporting unit determined using discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF analysis to forecast operating cash flows, including the discount rate, the internal rate of return and projections of realizations and costs to produce. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. If the fair value is less than the carrying value, the goodwill of the reporting unit is determined to be impaired, and the Company will record an impairment equal to the excess of the carrying value over its fair value. The Company did not record any impairment loss during the years ended April 30, 2024 and 2023. 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. The ROU asset also includes 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. 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. Fair value measurements The Company records its financial assets and liabilities in accordance with the framework for measuring fair value in accordance with U.S. GAAP. This framework establishes a fair value hierarchy that prioritizes the inputs used to measure fair value: Level 1: Quoted prices for identical instruments in active markets. Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Fair value measurements of nonfinancial assets and non-financial liabilities are primarily used in the impairment analysis of intangible assets and long-lived assets. Financial instruments included 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. 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 $965,696 and $449,334 as of April 30, 2024 and 2023, 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 2024 2023 Perishables $ 31,358,590 $ 31,291,786 Non-perishables 26,684,571 24,107,326 Total revenues $ 58,043,161 $ 55,399,112 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. Selling expenses 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 $208,000 and $73,678 for the years ended April 30, 2024 and 2023, respectively. Starting from August 2023, the Company leased out certain spaces in the supermarket for people doing banner advertisement, and the Company recorded $54,351 advertising income from banner advertisement for the year ended April 30, 2024. General and administrative expenses 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. Concentrations of risks (a) Major customers For the years ended April 30, 2024 and 2023, 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, 2024 and 2023. Year Ended Year Ended Supplier Percentage of Supplier Percentage of A 15 % A 20 % B 26 % B 18 % C 7 % C 14 % (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 ordinary share is computed by dividing net earnings (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the sum of the weighted average number of common stock outstanding and of potential common stock (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stock that has an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) is excluded from the |
Inventories, Net
Inventories, Net | 12 Months Ended |
Apr. 30, 2024 | |
Inventories, Net [Abstract] | |
Inventories, net | 3. Inventories, net A summary of inventories, net was as follows: April 30, April 30, Perishables $ 2,406,500 $ 487,912 Non-perishables 4,432,545 2,533,824 Reserve for inventory shrinkage (36,790 ) (42,750 ) Inventories, net $ 6,802,255 $ 2,978,986 Movements of reserve for inventory shrinkage were as follows: Year Ended Year Ended Beginning balance $ 42,750 $ 135,122 GF Supermarket of MP, Inc. inventory shrinkage reserve at July 1, 2022 — 37,684 Provision for (reversal of) inventory shrinkage reserve (5,960 ) (130,056 ) Ending Balance $ 36,790 $ 42,750 |
Prepayments
Prepayments | 12 Months Ended |
Apr. 30, 2024 | |
Prepayments [Abstract] | |
Prepayments | 4. Prepayments Prepayments consisted of the following: April 30, April 30, Prepayment for inventory purchases $ 2,784,647 $ 1,547,243 Prepaid directors and officers (“D&O”) insurance 130,354 - Prepaid income tax 193,700 - Prepaid professional service 25,607 - Prepaid rent 129,403 - Total prepayments $ 3,263,711 $ 1,547,243 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, $1,515,065 paid to XHJC Holdings Inc., which is the Company’s new centralized vendor and prepayment to other vendors of $35,347. As of April 30, 2023, the prepayment mainly consisted of $1,527,243 paid to XHJC Holding Inc., which is the Company’s new centralized vendor and $20,000 paid to GF Distribution, Inc., the Company’s major vendor. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Apr. 30, 2024 | |
Property and Equipment, Net [Abstract] | |
Property and equipment, net | 5. Property and equipment, net Property and equipment consisted of the following: April 30, April 30, Furniture & Fixtures $ 3,225,560 $ 3,025,516 Equipment 4,457,856 1,011,333 Leasehold Improvement 2,269,819 486,644 Automobile 715,948 37,672 Total property and equipment 10,669,183 4,561,165 Accumulated depreciation (8,334,220 ) (3,889,702 ) Property and equipment, net $ 2,334,963 $ 671,463 Depreciation expenses included in the general and administrative expenses for the years ended April 30, 2024 and 2023 were $26,727 and $32,865, respectively. Depreciation expenses included in the cost of sales for the years ended April 30, 2024 and 2023 were $267,269 and $326,887, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Apr. 30, 2024 | |
Intangible Assets [Abstract] | |
Intangible assets | 6. Intangible assets Intangible assets consisted of the following: April 30, April 30, Liquid license $ 17,482 $ 17,482 Software systems (a) 2,950,000 — Trademark (b) 5,194,000 194,000 Total intangible assets 8,161,482 211,482 Accumulated amortization 182,571 14,153 Intangible assets, net $ 7,978,911 $ 197,329 (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. (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, 2024 and 2023 was $168,418 and $10,778, respectively. Estimated amortization expense for each of the next five years at April 30, 2025 is as follows: $559,099, $559,099, $559,099, $559,099 and $559,066. |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Apr. 30, 2024 | |
Equity Method Investment [Abstract] | |
Equity method investment | 7. Equity method investment During the year ended April 30, 2024, the Company invested $1,800,000 for 49% interest in HKGF Market of Arcadia, LLC (“HKGF Arcadia”). The Company recorded $538,542 investment loss for the year ended April 30, 2024, as a result, the Company had investment of $1,261,458 into HKGF Arcadia as of April 30, 2024. The following table shows the condensed balance sheet of HKGF Arcadia as of April 30, 2024. April 30, ASSETS Current Assets Cash and equivalents $ — Accounts receivable 59,245 Inventories, net 625,719 Total Current Assets 684,964 Property and equipment, net 923,883 Intangible asset, net 27,731 Goodwill 1,680,000 Security deposits 163,618 Total Assets $ 3,480,196 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Accounts payable $ 1,481,932 Other payables 14,190 Bank overdraft 344,903 Total Current Liabilities 1,841,025 Total Liabilities 1,841,025 Stockholders’ Equity Paid in Capital 3,800,000 Subscription receivable (1,058,434 ) Accumulated deficit (1,102,395 ) Total Stockholders’ Equity 1,639,171 Total Liabilities and Stockholders’ Equity $ 3,480,196 The following table shows the condensed statement of operations of HKGF Arcadia for the period from July 1, 2023 to April 30, 2024. Net Revenues Supermarket $ 6,513,079 Total Revenues, Net 6,513,079 Cost of Revenues Supermarket 5,027,531 Total Cost of Revenues 5,027,531 Gross Profit 1,485,548 Operating Expenses 2,591,814 Total Operating Expenses 2,591,814 Loss from Operations (1,106,266 ) Other income 7,200 Loss Before Income Taxes (1,099,066 ) Income Tax Provisions — Net Loss (1,099,066 ) Net Loss Attributable to Maison Solutions Inc. $ (538,542 ) |
Goodwill
Goodwill | 12 Months Ended |
Apr. 30, 2024 | |
Goodwill [Abstract] | |
Goodwill | 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 18 — “ Acquisition of subsidiary |
Accrued Expenses and Other Paya
Accrued Expenses and Other Payables | 12 Months Ended |
Apr. 30, 2024 | |
Accrued Expenses and Other Payables [Abstract] | |
Accrued expenses and other payables | 9. Accrued expenses and other payables Accrued expenses and other payables consisted of the following: April 30, April 30, Accrued payroll $ 717,389 $ 301,527 Accrued interest expense 136,388 127,638 Accrued loss for legal matters (Note 17) 250,128 237,000 Other payables 242,886 26,878 Due to third parties, non-interest bearing, payable upon demand 161,302 145,775 Sales tax payable 118,989 28,978 Total accrued expenses and other payables $ 1,627,082 $ 867,796 |
Note Payable
Note Payable | 12 Months Ended |
Apr. 30, 2024 | |
Note Payable [Abstract] | |
Note Payable | 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) a senior secured note agreement with an original principal amount of approximately $15.2 million entered 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 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. As of April 30, 2024, the Company had an outstanding note payable of $15,126,065 to the sellers of Lee Lee with an annual interest rate of 5%, the Company is required to repay the full amount before February 8, 2025 as described above. As of April 30, 2023, the Company had an outstanding note payable of $150,000 to a third-party individual with an annual interest rate of 10%, payable upon demand. The note had accrued interest of $30,000 and $21,500 as of April 30, 2024 and 2023, respectively. On November 7, 2023, the Company repaid the principle of $150,000. As of April 30, 2024, the Company had accrued interest of $30,000 on this note, to be paid upon demand from the lender. |
Loan Payables
Loan Payables | 12 Months Ended |
Apr. 30, 2024 | |
Loan Payables [Abstract] | |
Loan payables | 11. Loan payables A summary of the Company’s loans was listed as follows: Lender Due date April 30, April 30, American First National Bank March 2, 2024 $ - $ 307,798 U.S. Small Business Administration June 15, 2050 2,561,299 2,624,329 Total loan payables 2,561,299 2,932,127 Current portion of loan payables (65,098 ) (370,828 ) Non-current loan payables $ 2,496,201 $ 2,561,299 American First National Bank — a National Banking Association On March 2, 2017, Maison Monrovia entered into a $1.0 million Business Loan Agreement with American First National Bank, a National Banking Association (“American First National Bank”), at a 4.5% annual interest rate with a maturity date on March 2, 2024 (the “Monrovia AFNB Loan”). On March 2, 2017, Maison San Gabriel, entered into a $1.0 million Business Loan Agreement with American First National Bank at a 4.5% annual interest rate with a maturity date on March 2, 2024 (the “San Gabriel AFNB Loan,” and, together with the Monrovia AFNB Loan, the “AFNB Loans”). The covenant of the AFNB Loans required that, so long as the loan agreements remains in effect, borrower will maintain a ratio of debt service coverage within 1.300 to 1.000. This coverage ratio was evaluated as of the end of each fiscal year. The interest rate for the AFNB Loans is subject to change from time to time based on changes in an independent index which is the Wall Street Journal US prime as published in the Wall Street Journal Money Rate Section. The annual interest rate for the AFNB Loans was ranging from 4.5% to 7.75% for the year ended April 30, 2023, and was 7.75% for the year ended April 30, 2024. The collateral for the AFNB Loans is personally guaranteed by Mr. Wu, who is the prior owner and applicant for the bank loan, and each store’s assets including inventory, fixture, equipment, etc. At the same time, the Company maintained a minimum of $1.0 million in general liability insurance to cover the collateral business assets located at 935 W. Duarte Dr. Monrovia, CA 91016. As of April 30, 2022, the coverage ratio for Maison Monrovia was 1.01 and the coverage ratio for Maison San Gabriel was 2.00. The Company reported this situation to American First National Bank and there was no change on the term up to the date the Company issued these consolidated financial statements. The interest expense for the loan was $31,170 and $31,416 for the years ended April 30, 2024 and 2023, respectively. The American First National Bank loans were repaid in full as of April 30, 2024. U.S. Small Business Administration (the “SBA”) Borrower Due date April 30, April 30, Maison Monrovia June 15, 2050 $ 145,071 $ 148,574 Maison San Gabriel June 15, 2050 1,933,394 1,980,725 Maison El Monte June 15, 2050 482,834 495,030 Total SBA loan payables $ 2,561,299 $ 2,624,329 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 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 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 January 6, 2022, Maison El Monte, Inc. 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, 2024 and 2023, the Company’s aggregate balance on the three SBA loans was $2,561,299 and $2,624,329, respectively. Interest expenses were $93,090 and $95,081 for the years ended April 30, 2024 and 2023, respectively. During the years ended April 30, 2024, the Company made repayment of $156,120 (which includes principal of $63,030 and interest expense of $93,090). As of April 30, 2024, the future minimum principal amount of loan payments to be paid by year were as follows: Year Ending April 30, Amount 2025 $ 65,098 2026 67,243 2027 69,471 2028 71,784 2029 74,185 Thereafter 2,213,518 Total $ 2,561,299 |
Related Party Balances and Tran
Related Party Balances and Transactions | 12 Months Ended |
Apr. 30, 2024 | |
Related Party Balances and Transactions [Abstract] | |
Related party balances and transactions | 12. Related party balances and transactions Related party transactions Sales to related parties Name of Related Party Nature Relationship Year ended Year ended United Food LLC Supermarket product sales John Xu, the Company’s Chief Executive Officer, Chairman and President, ultimately owns 24% of United Food, LLC $ 12,564 $ 30,052 HKGF Market of Arcadia, LLC Supermarket product sales Maison owns 49% equity interest 119,730 — Grantstone, Inc. Supermarket product sales John Xu, indirectly owns this entity with 100% ownership 3,623 — HKGF Market of Alhambra, Inc. Supermarket product sales Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10% 236,681 654,086 Total $ 372,598 $ 684,138 Purchases from related parties Name of Related Party Nature Relationship Year Ended Year Ended United Food, LLC Supermarket product sales John Xu, the Company’s Chief Executive Officer, Chairman and President, ultimately owns 24% of United Food, LLC $ 42,257 $ 52,848 HKGF Market of Arcadia, LLC Supermarket product sales Maison owns 49% equity interest 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% 179,963 184,969 HKGF Market of Alhambra, Inc. Supermarket product sales Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10% 4,068 8,379 Total $ 279,201 $ 246,196 Investment in equity purchased from related parties Name of Investment Company Nature of Operation Investment percentage Relationship As of As of Dai Cheong Trading Co Inc. Import and wholesales of groceries 10 % 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% $ 162,665 $ 162,665 HKGF Market of Alhambra, Inc. Supermarket product sales 10 % Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10% 40,775 40,775 Total $ 203,440 $ 203,440 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 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. Related party balances Accounts receivable — sales to related parties Name of Related Party Nature Relationship April 30, April 30, HKGF Market of Arcadia, LLC Supermarket product sales Maison owns 49% equity interest $ 10,922 $ — HKGF Market of Alhambra, Inc. Supermarket product sales Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10% 79,258 283,005 JC Business Guys, Inc. Supermarket product sales Shareholder with 51% equity interest of HKGF Market of Arcadia, LLC 66,728 — Grantstone Inc. Supermarket product sales John Xu, indirectly owns this entity with 100% ownership 10,550 — United Food, LLC Supermarket product sales John Xu, ultimately owns 24% of United Food, LLC 292,189 6,610 Total $ 459,647 $ 289,615 Accounts payable — purchase from related parties Name of Related Party Nature Relationship April 30, April 30, Hong Kong Supermarket of Monterey Park, Ltd. Due on demand, non-interest bearing John Xu, controls this entity $ 440,166 $ 438,725 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 30,439 26,585 Total $ 470,605 $ 465,310 Other receivables — related parties Name of Related Party Nature Relationship April 30, April 30, 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 Total $ 33,995 $ 33,995 Other payables — related parties Name of Related Party Nature Relationship April 30, April 30, John Xu due on demand, non-interest bearing The Company’s Chief Executive Officer, Chairman and President $ 200,811 $ 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 — Total $ 491,586 $ 241,585 |
Leases
Leases | 12 Months Ended |
Apr. 30, 2024 | |
Leases [Abstract] | |
Leases | 13. 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. As of April 30, 2024, the average remaining term of the supermarkets’ store lease was 16.80 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, 2024, the average remaining term of the copier lease was 3.87 years The copier lease detail information was listed below: Store Lease Term 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 $3.22 million and $2.72 million for the years ended April 30, 2024 and 2023 , 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: April 30, April 30, Operating ROU: ROU assets – supermarket leases $ 40,695,438 $ 22,517,925 ROU assets – copier leases 31,209 27,265 Total operating ROU assets $ 40,726,647 $ 22,545,190 April 30, April 30, Operating lease obligations: Current operating lease liabilities $ 4,088,678 $ 1,761,182 Non-current operating lease liabilities 39,015,252 22,711,760 Total lease liabilities $ 43,103,930 $ 24,472,942 As of April 30, 2024, the five-year maturity of the Company’s operating lease liabilities was as following: Twelve Months Ended April 30, Operating 2025 $ 4,088,678 2026 4,186,193 2027 4,263,109 2028 4,306,846 2020 2,912,078 Thereafter 52,131,701 Total future undiscounted lease payments 71,888,605 Less: interest (28,784,675 ) Present value of lease liabilities $ 43,103,930 |
Stockholder_s Equity
Stockholder’s Equity | 12 Months Ended |
Apr. 30, 2024 | |
Stockholder’s Equity [Abstract] | |
Stockholder’s equity | 14. 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, 2024, 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.” Initial Public Offering On October 4, 2023, the Company entered into an Underwriting Agreement with Joseph Stone Capital, LLC (the “Underwriter”) in connection with the Company’s initial public offering (the “IPO”) of 2,500,000 shares of Class A common stock, 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 October 10, 2023, the Company issued Underwriter non-redeemable warrants to purchase an amount equal to five (5%) percent of the shares of Common Stock sold in the Offering (125,000 warrants, which is exclusive of the over-allotment option) pursuant to the Underwriter’s Warrant Agreement. The Underwriter Warrants will be exercisable commencing one hundred eighty (180) days after the commencement of sales of the Offering (April 1, 2024) and until the fifth anniversary of the effective date of the Offering (April 1, 2029). The Company accounted for the warrants issued based on the FV method under FASB ASC Topic 505, and the FV of the 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 warrants issued at the grant date was $382,484. The warrants issued in this financing were classified as equity instruments. Following is a summary of the activities of warrants for the period ended April 30, 2024: Number of Exercise Weighted Outstanding as of April 30, 2023 — $ — — Exercisable as of April 30, 2023 — $ — — Granted 125,000 4.80 5.00 Exercised — — — Forfeited — — — Expired — — — Outstanding as of April 30, 2024 125,000 $ 4.80 4.42 Exercisable as of April 30, 2024 — $ — — PIPE Offering On November 22, 2023, the Company entered into certain securities purchase agreements with certain investors. Pursuant to the Securities Purchase Agreements, the Company sold an aggregate of 1,190,476 shares (the “PIPE Shares”) of the Company’s Class A common stock, par value $0.0001 per share, to the Investors at a per share purchase price of $4.20 (the “PIPE Offering”). The PIPE Offering closed on November 22, 2023. The Company received net proceeds of approximately $4.60 million, after deducting investment banker’s discounts and commissions and offering expenses payable by the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Apr. 30, 2024 | |
Income Taxes [Abstract] | |
Income Taxes | 15. Income Taxes Maison Solutions 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 is a Subchapter S corporation (“S-Corp”) incorporated in the state of Arizona prior to the acquisition by Maison, and is currently in the process of converting into Limited Liability Company (“LLC”), 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: Year ended Year ended Current: Federal income tax expense $ 312,010 $ 223,512 State income tax expense 140,250 116,099 Deferred: Federal income tax benefit (9,136 ) (2,345 ) State income tax benefit (2,562 ) (780 ) Total $ 440,562 $ 336,486 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: Year ended Year ended Federal statutory rate expense (benefit) (618,758 ) 414,915 State statutory rate, net of effect of state income tax deductible to federal income tax (185,283 ) 139,966 Permanent difference – penalties, interest, and others 32,047 (33,326 ) Utilization of NOL - (289,350 ) Change in valuation allowance 1,212,556 104,281 Tax expense per financial statements 440,562 336,486 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: April 30, April 30, Deferred tax assets: Bad debt expense $ 66,888 $ 70,929 Inventory impairment loss 38,279 — Investment loss on equity method investment 150,684 — Lease liabilities, net of ROU 660,713 441,997 NOL 1,125,192 583,490 Valuation allowance (2,026,613 ) (1,085,551 ) Deferred tax assets, net $ 15,143 $ 10,865 Deferred tax liability: Trademark acquired at acquisition of Maison Monterey Park and Lee Lee $ 1,287,403 $ 51,273 Deferred tax liability, net of deferred tax assets $ 1,272,260 $ 40,408 As of April 30, 2024 and 2023, Maison and Maison El Monte had approximately $3.20 million and $2.25 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, 2024 and 2023, Maison and Maison El Monte had approximately $3.56 million and $1.58 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 $10,985 and $57,835 of interest and penalties related to understated income tax payments for the years ended April 30, 2024 and 2023, respectively. As of April 30, 2024 and 2023, the Company had significant uncertain tax positions of $0 and $103,282, respectively. As of April 30, 2024, the Company’s U.S. income tax returns filed for the year ending on December 31, 2020 and thereafter are subject to examination by the relevant taxation authorities. |
Other Income
Other Income | 12 Months Ended |
Apr. 30, 2024 | |
Other Income [Abstract] | |
Other income | 16. Other income For the year ended April 30, 2024, other income mainly consisted of $0.38 million employee retention credit (“ERC”) received. For the year and April 30, 2023, other income mainly consisted of $1.88 million employee retention credit (“ERC”) received. 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Apr. 30, 2024 | |
Commitments and Contingencies [Abstract] | |
Commitments and contingencies | 17. 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 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., 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 In May 2020, Maison El Monte was named as a co-defendant in a complaint filed by a consumer advocacy group alleging violations of a California health and safety regulation. The case is pending in the Superior Court of the State of California. 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 case. As such, the Company has not made any accruals of possible loss for the year ended April 30, 2023 and 2024 related to this case. In June 2022, Maison San Gabriel entered into a confidential settlement agreement with the plaintiff in connection with a California employment law case whereby Maison San Gabriel agreed to pay $245,000 to plaintiff in full settlement of all claims in the case. As a result of the settlement agreement, the Company accrued $245,000 as a loss relating to the case as of April 30, 2024. 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 genal denial in November 2023, and case management conference is scheduled for November 21, 2024. On January 22, 2024, a small claim complained was filed against Maison Monterey Park for unpaid invoice. The Court granted plaintiff a judgement against Maison Monterey Park for $5,128 on April 25, 2024. Maison Monterey Park filed a Notice of Motion to vacate judgment in June 2024, hearing on motion to vacate judgment is scheduled in July 2024. 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 motion to vacate judgment. 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. |
Acquisition of Subsidiary
Acquisition of Subsidiary | 12 Months Ended |
Apr. 30, 2024 | |
Acquisition of Subsidiary [Abstract] | |
Acquisition of subsidiary | 18. Acquisition of subsidiary 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. Mrs. Grace Xu (spouse of Mr. John Xu, the Company’s Chief Executive Officer, Chairman and President) was a selling shareholder of GF Supermarket of MP Inc. with 49% ownership percentage. Another selling shareholder of GF Supermarket of MP Inc. was DNL Management Inc. with 51% ownership percentage, who is not a related party of the Company. The purchase consideration was $1.5 million. On February 21, 2023, the Company and such selling shareholders renegotiated and entered into an Amended Stock Purchase Agreement with an effective date on October 31, 2022, to amend the purchase price to $2.5 million, which both parties believed reflected the true fair value of Maison Monterey Park. 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 Maison Monterey Park was calculated as follows: Total purchase considerations $ 2,500,000 Fair value of tangible assets acquired: Accounts receivable 79,651 Due from related party 25,000 Property and equipment 448,932 Security deposit 161,945 Inventory 872,084 Deferred tax asset 10,545 Operating lease right-of-use assets 4,680,216 Intangible assets (trademark) acquired 194,000 Total identifiable assets acquired 6,472,373 Fair value of liabilities assumed: Bank overdraft (281,940 ) Accounts payable (865,769 ) Contract liabilities (10,369 ) Income tax payable (183,262 ) Accrued liability and other payable (85,789 ) Tenant Security deposit (32,200 ) Operating lease liabilities (4,680,967 ) Deferred tax liability (54,288 ) Total liabilities assumed (6,194,584 ) Net identifiable assets acquired 277,789 Goodwill as a result of the acquisition $ 2,222,211 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 was closed on April 8, 2024. Pursuant to the Purchase Agreement, Purchaser agreed to pay to the Sellers an aggregate purchase price of approximately $22.2 million, subject to certain adjustments as set forth in the Purchase Agreement, 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, subject to certain adjustments. In addition, the Purchase Agreement contained customary representations and warranties, and indemnification, non-competition, non-solicitation and confidentiality provisions. 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: Other receivables 155,010 Property and equipment 1,574,818 Security deposits 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 32,218,521 Fair value of liabilities assumed: Accounts payable (2,348,465 ) Contract liabilities (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 7,391,128 Goodwill as a result of the acquisition $ 14,734,936 * include purchase price adjustments for 1) reducing purchase price by $80,000 for the accrued sick-pay liability of the Company of the sellers prior to the closing date, and 2) increasing purchase price by $18,032 to compensate seller for the seller’s security deposit for the Peoria Lease which shall be left for the purchaser The following condensed unaudited pro forma consolidated results of operations for the Company for the year ended April 30, 2024 and 2023 present the results of operations of the Company, Maison Monterey Park and Lee Lee as if the acquisitions occurred on May 1, 2023 and 2022, respectively. 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 years ended (Unaudited) 2024 2023 Revenue $ 131,058,149 $ 135,904,940 Operating costs and expenses 133,428,785 131,325,144 Income (loss) from operations (2,370,636 ) 4,579,796 Other income 588,694 2,384,951 Income tax expense (592,274 ) (1,506,528 ) Net income (loss) $ (2,374,216 ) $ 5,458,219 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Apr. 30, 2024 | |
Subsequent Event [Abstract] | |
Subsequent Event | 19. 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 Company does not have any major subsequent events that need to be disclosed. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (3,340,206) | $ 1,251,803 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Apr. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Apr. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Going concern | Going concern The accompanying consolidated financial statements (“CFS”) were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. For the year ended April 30, 2024, the Company had a net loss of approximately $3.34 million. The Company had an accumulated deficit of approximately $2.82 million and negative working capital of $16.86 million as of April 30, 2024, and negative cash flow from operating activities of approximately $3.50 million for the year ended April 30, 2024. The historical operating results including recurring losses from operations raise substantial doubt about the Company’s ability to continue as a going concern. 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. |
Basis of presentation | 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 | 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 | 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, 2024 and 2023, the Company had NCIs of $221,123 and $267,947, 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, 2024 and 2023, the Company had net loss of $46,823 and net income of $387,498, respectively, that were attributable to NCIs. |
Use of estimates | 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. |
Cash and cash equivalents | 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, 2024 and 2023, cash balances held in the banks, exceeding the standard insurance amount, are $862,613 and $1,819,766, 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. Cash from operating, investing and financing activities of the consolidated statement of cash flows are net of assets and liabilities acquired of Lee Lee for the year ended Aril 30, 2024 and Maison Monterey Park for the year ended April 30, 2023. |
Restricted cash | 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, 2024 and 2023, the Company had restricted cash of $1,101 and $1,101, respectively. |
Credit losses | 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 adoption of the credit loss accounting standard has no material impact on the Company’s consolidated financial statements as of May 1, 2023. 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. |
Accounts receivable | Accounts receivable 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, 2024 and 2023, there was no allowance for the doubtful accounts. |
Accounts receivable — related parties | Accounts receivable — related parties Accounts receivable consist 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, 2024 and 2023, there was no allowance for the doubtful accounts. |
Prepayments | 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, 2024 and 2023, the Company had made prepayments to its vendors of $3,263,711 and $1,547,243, 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 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, 2024 and 2023, the Company did not have any bad debt allowance for other receivables. |
Inventories, net | Inventories, net 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. Cost is determined using the retail method for inventories. Under the retail method, the valuation of inventories at cost and the resulting gross margins are determined by applying a cost-to-retail ratio for various groupings of similar items to the retail value of inventories. Inherent in the retail inventory method calculations are certain management judgments and estimates which could impact the ending inventory valuation at cost, as well as the resulting gross margins. Physical inventory counts are taken on a cycle basis. The Company records an estimated inventory shrinkage reserve for the period between each store’s last physical inventory and the consolidated balance sheet date. The Company provides a reserve for inventory shrinkage for the years ended April 30, 2024 and 2023. |
Property and equipment | 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. |
Impairment of long-lived assets | 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, 2024 and 2023. |
Security deposits | Security deposits 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 | 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., 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 12 — “ Related party balances and transactions In December 2021, the Company purchased a 10% equity interest in HKGF Market of Alhambra, Inc, 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 12 — “ Related party balances and transactions Effective on December 14, 2023, the Company purchased 10% equity interest in TMA Liquor Inc., a liquor wholesale company, for $100,000. The Company paid $75,000 as of April 30, 2024. 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 . 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 year ended April 30, 2024. |
Goodwill | Goodwill 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. Generally, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If factors indicate that this is the case, the Company then estimates the fair value of the related reporting unit determined using discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF analysis to forecast operating cash flows, including the discount rate, the internal rate of return and projections of realizations and costs to produce. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. If the fair value is less than the carrying value, the goodwill of the reporting unit is determined to be impaired, and the Company will record an impairment equal to the excess of the carrying value over its fair value. The Company did not record any impairment loss during the years ended April 30, 2024 and 2023. |
Leases | 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. The ROU asset also includes 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. 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. |
Fair value measurements | Fair value measurements The Company records its financial assets and liabilities in accordance with the framework for measuring fair value in accordance with U.S. GAAP. This framework establishes a fair value hierarchy that prioritizes the inputs used to measure fair value: Level 1: Quoted prices for identical instruments in active markets. Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Fair value measurements of nonfinancial assets and non-financial liabilities are primarily used in the impairment analysis of intangible assets and long-lived assets. Financial instruments included 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. |
Revenue recognition | 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 $965,696 and $449,334 as of April 30, 2024 and 2023, 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 2024 2023 Perishables $ 31,358,590 $ 31,291,786 Non-perishables 26,684,571 24,107,326 Total revenues $ 58,043,161 $ 55,399,112 |
Cost of sales | 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. |
Selling expenses | Selling expenses 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 $208,000 and $73,678 for the years ended April 30, 2024 and 2023, respectively. Starting from August 2023, the Company leased out certain spaces in the supermarket for people doing banner advertisement, and the Company recorded $54,351 advertising income from banner advertisement for the year ended April 30, 2024. |
General and administrative expenses | General and administrative expenses 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. |
Concentrations of risks | Concentrations of risks (a) Major customers For the years ended April 30, 2024 and 2023, 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, 2024 and 2023. Year Ended Year Ended Supplier Percentage of Supplier Percentage of A 15 % A 20 % B 26 % B 18 % C 7 % C 14 % (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 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 | Earnings (loss) per share Basic earnings (loss) per ordinary share is computed by dividing net earnings (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the sum of the weighted average number of common stock outstanding and of potential common stock (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stock that has an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) is excluded from the calculation of diluted earnings per share. For the years ended April 30, 2024 and 2023, the Company had no dilutive potential common stock. |
Related Parties | 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 12 — “ Related party balances and transactions |
Segment Information | Segment Information The Company’s chief operating decision-maker has been identified as the chief executive officer, who reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues by different product types for purposes of allocating resources and evaluating financial performance. The Company and its subsidiaries offer grocery products, general merchandise, health and beauty care products, pharmacy and other items and services in its stores. 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 four 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 | Recently Issued Accounting Pronouncements In March 2023, the FASB issued ASU No. 2023-01, Lease (Topic 842): Common Control Arrangements (“ASU 2023-01”), which clarifies the accounting for leasehold improvements associated with leases between entities under common control (hereinafter referred to as common control lease). ASU 2023-01 requires entities to amortize leasehold improvements associated with common control lease over the useful life to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset through a lease, and to account for any remaining leasehold improvements as a transfer between entities under common control through an adjustment to equity when the lessee no longer controls the underlying asset. This ASU will be effective for interim and annual reporting periods beginning after December 15, 2023. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. An entity may apply ASU 2023-01 either prospectively or retrospectively. The Company’s management does not believe that the adoption of ASU 2023-01 will have a material impact on the Company’s consolidated financial statement presentation or disclosures. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures.” This ASU expands required public entities’ segment disclosures, including disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2023-07 will have on its condensed consolidated financial statement presentation or disclosures. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This ASU requires additional quantitative and qualitative income tax disclosures to enable financial statements users better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2023-09 will have on its condensed consolidated financial statement presentation or disclosures. No other new accounting pronouncements issued or effective had, or are expected to have, a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Apr. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Certain of Our Asset Classes | 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 |
Schedule of Disaggregated Revenue | 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 2024 2023 Perishables $ 31,358,590 $ 31,291,786 Non-perishables 26,684,571 24,107,326 Total revenues $ 58,043,161 $ 55,399,112 |
Schedule of Company’s Suppliers | 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, 2024 and 2023. Year Ended Year Ended Supplier Percentage of Supplier Percentage of A 15 % A 20 % B 26 % B 18 % C 7 % C 14 % |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Apr. 30, 2024 | |
Inventories, Net [Abstract] | |
Schedule of Inventories, Net | A summary of inventories, net was as follows: April 30, April 30, Perishables $ 2,406,500 $ 487,912 Non-perishables 4,432,545 2,533,824 Reserve for inventory shrinkage (36,790 ) (42,750 ) Inventories, net $ 6,802,255 $ 2,978,986 |
Schedule of Reserve for Inventory Shrinkage | Movements of reserve for inventory shrinkage were as follows: Year Ended Year Ended Beginning balance $ 42,750 $ 135,122 GF Supermarket of MP, Inc. inventory shrinkage reserve at July 1, 2022 — 37,684 Provision for (reversal of) inventory shrinkage reserve (5,960 ) (130,056 ) Ending Balance $ 36,790 $ 42,750 |
Prepayments (Tables)
Prepayments (Tables) | 12 Months Ended |
Apr. 30, 2024 | |
Prepayments [Abstract] | |
Schedule of Prepayments | Prepayments consisted of the following: April 30, April 30, Prepayment for inventory purchases $ 2,784,647 $ 1,547,243 Prepaid directors and officers (“D&O”) insurance 130,354 - Prepaid income tax 193,700 - Prepaid professional service 25,607 - Prepaid rent 129,403 - Total prepayments $ 3,263,711 $ 1,547,243 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Apr. 30, 2024 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment consisted of the following: April 30, April 30, Furniture & Fixtures $ 3,225,560 $ 3,025,516 Equipment 4,457,856 1,011,333 Leasehold Improvement 2,269,819 486,644 Automobile 715,948 37,672 Total property and equipment 10,669,183 4,561,165 Accumulated depreciation (8,334,220 ) (3,889,702 ) Property and equipment, net $ 2,334,963 $ 671,463 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Apr. 30, 2024 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following: April 30, April 30, Liquid license $ 17,482 $ 17,482 Software systems (a) 2,950,000 — Trademark (b) 5,194,000 194,000 Total intangible assets 8,161,482 211,482 Accumulated amortization 182,571 14,153 Intangible assets, net $ 7,978,911 $ 197,329 (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. (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, 2024 and 2023 was $168,418 and $10,778, respectively. Estimated amortization expense for each of the next five years at April 30, 2025 is as follows: $559,099, $559,099, $559,099, $559,099 and $559,066. |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
Apr. 30, 2024 | |
Equity Method Investment [Abstract] | |
Schedule of Condensed Balance Sheet | The following table shows the condensed balance sheet of HKGF Arcadia as of April 30, 2024. April 30, ASSETS Current Assets Cash and equivalents $ — Accounts receivable 59,245 Inventories, net 625,719 Total Current Assets 684,964 Property and equipment, net 923,883 Intangible asset, net 27,731 Goodwill 1,680,000 Security deposits 163,618 Total Assets $ 3,480,196 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Accounts payable $ 1,481,932 Other payables 14,190 Bank overdraft 344,903 Total Current Liabilities 1,841,025 Total Liabilities 1,841,025 Stockholders’ Equity Paid in Capital 3,800,000 Subscription receivable (1,058,434 ) Accumulated deficit (1,102,395 ) Total Stockholders’ Equity 1,639,171 Total Liabilities and Stockholders’ Equity $ 3,480,196 |
Schedule of Condensed Statement of Operations | The following table shows the condensed statement of operations of HKGF Arcadia for the period from July 1, 2023 to April 30, 2024. Net Revenues Supermarket $ 6,513,079 Total Revenues, Net 6,513,079 Cost of Revenues Supermarket 5,027,531 Total Cost of Revenues 5,027,531 Gross Profit 1,485,548 Operating Expenses 2,591,814 Total Operating Expenses 2,591,814 Loss from Operations (1,106,266 ) Other income 7,200 Loss Before Income Taxes (1,099,066 ) Income Tax Provisions — Net Loss (1,099,066 ) Net Loss Attributable to Maison Solutions Inc. $ (538,542 ) |
Accrued Expenses and Other Pa_2
Accrued Expenses and Other Payables (Tables) | 12 Months Ended |
Apr. 30, 2024 | |
Accrued Expenses and Other Payables [Abstract] | |
Schedule of Accrued Expenses and Other Payables | Accrued expenses and other payables consisted of the following: April 30, April 30, Accrued payroll $ 717,389 $ 301,527 Accrued interest expense 136,388 127,638 Accrued loss for legal matters (Note 17) 250,128 237,000 Other payables 242,886 26,878 Due to third parties, non-interest bearing, payable upon demand 161,302 145,775 Sales tax payable 118,989 28,978 Total accrued expenses and other payables $ 1,627,082 $ 867,796 |
Loan Payables (Tables)
Loan Payables (Tables) | 12 Months Ended |
Apr. 30, 2024 | |
Loan Payables [Abstract] | |
Schedule of Company’s Loans | A summary of the Company’s loans was listed as follows: Lender Due date April 30, April 30, American First National Bank March 2, 2024 $ - $ 307,798 U.S. Small Business Administration June 15, 2050 2,561,299 2,624,329 Total loan payables 2,561,299 2,932,127 Current portion of loan payables (65,098 ) (370,828 ) Non-current loan payables $ 2,496,201 $ 2,561,299 Borrower Due date April 30, April 30, Maison Monrovia June 15, 2050 $ 145,071 $ 148,574 Maison San Gabriel June 15, 2050 1,933,394 1,980,725 Maison El Monte June 15, 2050 482,834 495,030 Total SBA loan payables $ 2,561,299 $ 2,624,329 |
Schedule of Future Minimum Principal Amount of Loan Payments | As of April 30, 2024, the future minimum principal amount of loan payments to be paid by year were as follows: Year Ending April 30, Amount 2025 $ 65,098 2026 67,243 2027 69,471 2028 71,784 2029 74,185 Thereafter 2,213,518 Total $ 2,561,299 |
Related Party Balances and Tr_2
Related Party Balances and Transactions (Tables) | 12 Months Ended |
Apr. 30, 2024 | |
Related Party Balances and Transactions [Abstract] | |
Schedule of Related Party Transactions | Sales to related parties Name of Related Party Nature Relationship Year ended Year ended United Food LLC Supermarket product sales John Xu, the Company’s Chief Executive Officer, Chairman and President, ultimately owns 24% of United Food, LLC $ 12,564 $ 30,052 HKGF Market of Arcadia, LLC Supermarket product sales Maison owns 49% equity interest 119,730 — Grantstone, Inc. Supermarket product sales John Xu, indirectly owns this entity with 100% ownership 3,623 — HKGF Market of Alhambra, Inc. Supermarket product sales Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10% 236,681 654,086 Total $ 372,598 $ 684,138 Purchases from related parties Name of Related Party Nature Relationship Year Ended Year Ended United Food, LLC Supermarket product sales John Xu, the Company’s Chief Executive Officer, Chairman and President, ultimately owns 24% of United Food, LLC $ 42,257 $ 52,848 HKGF Market of Arcadia, LLC Supermarket product sales Maison owns 49% equity interest 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% 179,963 184,969 HKGF Market of Alhambra, Inc. Supermarket product sales Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10% 4,068 8,379 Total $ 279,201 $ 246,196 Investment in equity purchased from related parties Name of Investment Company Nature of Operation Investment percentage Relationship As of As of Dai Cheong Trading Co Inc. Import and wholesales of groceries 10 % 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% $ 162,665 $ 162,665 HKGF Market of Alhambra, Inc. Supermarket product sales 10 % Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10% 40,775 40,775 Total $ 203,440 $ 203,440 Accounts receivable — sales to related parties Name of Related Party Nature Relationship April 30, April 30, HKGF Market of Arcadia, LLC Supermarket product sales Maison owns 49% equity interest $ 10,922 $ — HKGF Market of Alhambra, Inc. Supermarket product sales Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10% 79,258 283,005 JC Business Guys, Inc. Supermarket product sales Shareholder with 51% equity interest of HKGF Market of Arcadia, LLC 66,728 — Grantstone Inc. Supermarket product sales John Xu, indirectly owns this entity with 100% ownership 10,550 — United Food, LLC Supermarket product sales John Xu, ultimately owns 24% of United Food, LLC 292,189 6,610 Total $ 459,647 $ 289,615 Accounts payable — purchase from related parties Name of Related Party Nature Relationship April 30, April 30, Hong Kong Supermarket of Monterey Park, Ltd. Due on demand, non-interest bearing John Xu, controls this entity $ 440,166 $ 438,725 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 30,439 26,585 Total $ 470,605 $ 465,310 Other receivables — related parties Name of Related Party Nature Relationship April 30, April 30, 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 Total $ 33,995 $ 33,995 Other payables — related parties Name of Related Party Nature Relationship April 30, April 30, John Xu due on demand, non-interest bearing The Company’s Chief Executive Officer, Chairman and President $ 200,811 $ 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 — Total $ 491,586 $ 241,585 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Apr. 30, 2024 | |
Leases [Abstract] | |
Schedule of Operating Lease Liabilities Maturity | 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. The copier lease detail information was listed below: Store Lease Term Maison Monrovia January 1, 2028 Maison San Gabriel January 1, 2028 Maison Monterey Park August 1, 2027 Maison El Monte March 10, 2029 |
Schedule of Operating ROU Assets and Lease Liabilities | The Company’s operating ROU assets and lease liabilities were as follows: April 30, April 30, Operating ROU: ROU assets – supermarket leases $ 40,695,438 $ 22,517,925 ROU assets – copier leases 31,209 27,265 Total operating ROU assets $ 40,726,647 $ 22,545,190 April 30, April 30, Operating lease obligations: Current operating lease liabilities $ 4,088,678 $ 1,761,182 Non-current operating lease liabilities 39,015,252 22,711,760 Total lease liabilities $ 43,103,930 $ 24,472,942 |
Schedule of Operating Lease Liabilities Maturity | As of April 30, 2024, the five-year maturity of the Company’s operating lease liabilities was as following: Twelve Months Ended April 30, Operating 2025 $ 4,088,678 2026 4,186,193 2027 4,263,109 2028 4,306,846 2020 2,912,078 Thereafter 52,131,701 Total future undiscounted lease payments 71,888,605 Less: interest (28,784,675 ) Present value of lease liabilities $ 43,103,930 |
Stockholder_s Equity (Tables)
Stockholder’s Equity (Tables) | 12 Months Ended |
Apr. 30, 2024 | |
Stockholder’s Equity [Abstract] | |
Schedule of Activities of Warrants | Following is a summary of the activities of warrants for the period ended April 30, 2024: Number of Exercise Weighted Outstanding as of April 30, 2023 — $ — — Exercisable as of April 30, 2023 — $ — — Granted 125,000 4.80 5.00 Exercised — — — Forfeited — — — Expired — — — Outstanding as of April 30, 2024 125,000 $ 4.80 4.42 Exercisable as of April 30, 2024 — $ — — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Apr. 30, 2024 | |
Income Taxes [Abstract] | |
Schedule of Provision for Income Taxes Provisions | The provision for income taxes provisions consisted of the following components: Year ended Year ended Current: Federal income tax expense $ 312,010 $ 223,512 State income tax expense 140,250 116,099 Deferred: Federal income tax benefit (9,136 ) (2,345 ) State income tax benefit (2,562 ) (780 ) Total $ 440,562 $ 336,486 |
Schedule of Federal Statutory Rate on Income (Loss) Before Income Taxes | 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: Year ended Year ended Federal statutory rate expense (benefit) (618,758 ) 414,915 State statutory rate, net of effect of state income tax deductible to federal income tax (185,283 ) 139,966 Permanent difference – penalties, interest, and others 32,047 (33,326 ) Utilization of NOL - (289,350 ) Change in valuation allowance 1,212,556 104,281 Tax expense per financial statements 440,562 336,486 |
Schedule of Deferred Tax Assets and Liabilities | Deferred taxes were comprised of the following: April 30, April 30, Deferred tax assets: Bad debt expense $ 66,888 $ 70,929 Inventory impairment loss 38,279 — Investment loss on equity method investment 150,684 — Lease liabilities, net of ROU 660,713 441,997 NOL 1,125,192 583,490 Valuation allowance (2,026,613 ) (1,085,551 ) Deferred tax assets, net $ 15,143 $ 10,865 Deferred tax liability: Trademark acquired at acquisition of Maison Monterey Park and Lee Lee $ 1,287,403 $ 51,273 Deferred tax liability, net of deferred tax assets $ 1,272,260 $ 40,408 |
Acquisition of Subsidiary (Tabl
Acquisition of Subsidiary (Tables) | 12 Months Ended |
Apr. 30, 2024 | |
Acquisition of Subsidiary [Abstract] | |
Schedule of Fair Values of the Assets Acquired and Liabilities Assumed | Goodwill as a result of the acquisition of Maison Monterey Park was calculated as follows: Total purchase considerations $ 2,500,000 Fair value of tangible assets acquired: Accounts receivable 79,651 Due from related party 25,000 Property and equipment 448,932 Security deposit 161,945 Inventory 872,084 Deferred tax asset 10,545 Operating lease right-of-use assets 4,680,216 Intangible assets (trademark) acquired 194,000 Total identifiable assets acquired 6,472,373 Fair value of liabilities assumed: Bank overdraft (281,940 ) Accounts payable (865,769 ) Contract liabilities (10,369 ) Income tax payable (183,262 ) Accrued liability and other payable (85,789 ) Tenant Security deposit (32,200 ) Operating lease liabilities (4,680,967 ) Deferred tax liability (54,288 ) Total liabilities assumed (6,194,584 ) Net identifiable assets acquired 277,789 Goodwill as a result of the acquisition $ 2,222,211 Total purchase considerations * $ 22,126,065 Fair value of tangible assets acquired: Other receivables 155,010 Property and equipment 1,574,818 Security deposits 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 32,218,521 Fair value of liabilities assumed: Accounts payable (2,348,465 ) Contract liabilities (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 7,391,128 Goodwill as a result of the acquisition $ 14,734,936 * include purchase price adjustments for 1) reducing purchase price by $80,000 for the accrued sick-pay liability of the Company of the sellers prior to the closing date, and 2) increasing purchase price by $18,032 to compensate seller for the seller’s security deposit for the Peoria Lease which shall be left for the purchaser |
Schedule of Indicative of Future Consolidated Results | 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 years ended (Unaudited) 2024 2023 Revenue $ 131,058,149 $ 135,904,940 Operating costs and expenses 133,428,785 131,325,144 Income (loss) from operations (2,370,636 ) 4,579,796 Other income 588,694 2,384,951 Income tax expense (592,274 ) (1,506,528 ) Net income (loss) $ (2,374,216 ) $ 5,458,219 |
Organization (Details)
Organization (Details) - USD ($) | 12 Months Ended | |||||
Apr. 08, 2024 | Apr. 30, 2024 | Apr. 30, 2023 | Jun. 30, 2022 | Oct. 31, 2019 | Jul. 31, 2019 | |
Organization [Line Items] | ||||||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income (in Dollars) | $ 22,200,000 | |||||
Payment made (in Dollars) | 7,000,000 | $ 7,000,000 | $ 2,500,000 | |||
Principal amount (in Dollars) | 15,200,000 | |||||
AZLL [Member] | ||||||
Organization [Line Items] | ||||||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income (in Dollars) | 22,200,000 | |||||
Payment made (in Dollars) | 7,000,000 | |||||
Principal amount (in Dollars) | $ 15,200,000 | |||||
Good Fortune Supermarket San Gabriel, LP [Member] | ||||||
Organization [Line Items] | ||||||
Equity method investment ownership percentage | 91% | |||||
Good Fortune Supermarket of Monrovia, LP [Member] | ||||||
Organization [Line Items] | ||||||
Equity method investment ownership percentage | 85.25% | |||||
Super HK of El Monte, Inc. [Member] | ||||||
Organization [Line Items] | ||||||
Equity method investment ownership percentage | 91.67% | |||||
GF Supermarket of MP, Inc. [Member] | ||||||
Organization [Line Items] | ||||||
Equity method investment ownership percentage | 100% | |||||
Lee Lee Oriental Supermart, Inc [Member] | ||||||
Organization [Line Items] | ||||||
Equity method investment ownership percentage | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 08, 2024 | Dec. 14, 2023 | May 31, 2021 | Dec. 31, 2021 | Apr. 30, 2024 | Apr. 30, 2023 | |
Summary of Significant Accounting Policies [Line Items] | ||||||
Net loss | $ (3,340,206) | $ 1,251,803 | ||||
Accumulated deficit | (2,817,495) | 522,710 | ||||
Working capital | 16,860,000 | |||||
Cash flow from operating activities | (3,503,146) | 484,191 | ||||
Equity, Attributable to Noncontrolling Interest | 221,123 | 267,947 | ||||
Net income (loss) | (46,823) | 387,498 | ||||
Insurance amount | 250,000 | |||||
Cash exceeding standard insurance amount | 862,613 | 1,819,766 | ||||
Restricted cash | $ 1,101 | 1,101 | ||||
Investment percent | 20% | |||||
Purchase price | $ 22,200,000 | |||||
Payment to equity interest | $ 75,000 | |||||
Contract liability | 965,696 | 449,334 | ||||
Advertising expense | 208,000 | $ 73,678 | ||||
Advertising income from banner advertisement | $ 54,351 | |||||
Tax benefit | 50% | |||||
DC Holding [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Purchase price | $ 162,665 | |||||
HKGF Market of Alhambra, Inc.[Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Purchase price | $ 40,775 | |||||
TMA Liquor Inc [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Purchase price | $ 100,000 | |||||
Equity interest percentage | 10% | |||||
Maison San Gabriel [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Subsidiary, ownership percentage, noncontrolling owner | 9% | 9% | ||||
Maison Monrovia [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Subsidiary, ownership percentage, noncontrolling owner | 14.75% | 14.75% | ||||
Maison El Monte [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Subsidiary, ownership percentage, noncontrolling owner | 8.33% | 8.33% | ||||
DC Holding [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Subsidiary, Ownership Percentage, Parent | 100% | |||||
HKGF Market of Arcadia, LLC [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Subsidiary, ownership percentage, noncontrolling owner | 50% | |||||
Subsidiary, Ownership Percentage, Parent | 49% | |||||
Despite Maison [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Subsidiary, ownership percentage, noncontrolling owner | 51% | |||||
Dai Cheong Trading Inc., [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Equity interest percentage | 10% | |||||
HKGF Market of Arcadia, LLC [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Equity interest percentage | 10% | 49% | ||||
Investment Owned, Cost | $ 1,800,000 | |||||
Vendors [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Prepayments | $ 3,263,711 | $ 1,547,243 | ||||
Board of Directors Chairman [Member] | HKGF Market of Arcadia, LLC [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Subsidiary, ownership percentage, noncontrolling owner | 51% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Certain of Our Asset Classes | Apr. 30, 2024 |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Shorter of the lease term or estimated useful life of the assets |
Automobiles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment | 5 years |
Minimum [Member] | Furniture & fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment | 5 years |
Minimum [Member] | Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment | 5 years |
Maximum [Member] | Furniture & fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment | 10 years |
Maximum [Member] | Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenue - USD ($) | 12 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Schedule of Disaggregated Revenue from Contracts with Customers [Line Items] | ||
Total revenues | $ 58,043,161 | $ 55,399,112 |
Perishables [Member] | ||
Schedule of Disaggregated Revenue from Contracts with Customers [Line Items] | ||
Revenues | 31,358,590 | 31,291,786 |
Non-perishables [Member] | ||
Schedule of Disaggregated Revenue from Contracts with Customers [Line Items] | ||
Revenues | $ 26,684,571 | $ 24,107,326 |
Schedule of Company_s Suppliers
Schedule of Company’s Suppliers (Details) - Schedule of Company’s Suppliers - Supplier Concentration Risk [Member] - Accounts Payable [Member] | 12 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Supplier A [Member] | ||
Schedule of Company’s Suppliers (Details) - Schedule of Company’s Suppliers [Line Items] | ||
Concentration Risk, Percentage | 15% | 20% |
Supplier B [Member] | ||
Schedule of Company’s Suppliers (Details) - Schedule of Company’s Suppliers [Line Items] | ||
Concentration Risk, Percentage | 26% | 18% |
Supplier C [Member] | ||
Schedule of Company’s Suppliers (Details) - Schedule of Company’s Suppliers [Line Items] | ||
Concentration Risk, Percentage | 7% | 14% |
Inventories, Net (Details) - Sc
Inventories, Net (Details) - Schedule of Inventories, Net - USD ($) | Apr. 30, 2024 | Apr. 30, 2023 |
Schedule of Inventories, Net [Abstract] | ||
Perishables | $ 2,406,500 | $ 487,912 |
Non-perishables | 4,432,545 | 2,533,824 |
Reserve for inventory shrinkage | (36,790) | (42,750) |
Inventories, net | $ 6,802,255 | $ 2,978,986 |
Inventories, Net (Details) - _2
Inventories, Net (Details) - Schedule of Reserve for Inventory Shrinkage - Inventory Shrinkage [Member] - USD ($) | 12 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Inventories, Net (Details) - Schedule of Reserve for Inventory Shrinkage [Line Items] | ||
Beginning balance | $ 42,750 | $ 135,122 |
GF Supermarket of MP, Inc. inventory shrinkage reserve at July 1, 2022 | 37,684 | |
Provision for (reversal of) inventory shrinkage reserve | (5,960) | (130,056) |
Ending Balance | $ 36,790 | $ 42,750 |
Prepayments (Details)
Prepayments (Details) - USD ($) | Apr. 30, 2024 | Apr. 30, 2023 |
GF Distribution, Inc., [Member] | ||
Prepayments [Line Items] | ||
prepayment for inventory purchases | $ 1,234,234 | |
Prepayments paid | $ 20,000 | |
XHJC Holding Inc., [Member] | ||
Prepayments [Line Items] | ||
prepayment for inventory purchases | 1,515,065 | |
Prepayment to other vendors | $ 35,347 | |
Prepayments paid | $ 1,527,243 |
Prepayments (Details) - Schedul
Prepayments (Details) - Schedule of Prepayments - USD ($) | Apr. 30, 2024 | Apr. 30, 2023 |
Prepayments [Abstract] | ||
Prepayment for inventory purchases | $ 2,784,647 | $ 1,547,243 |
Prepaid directors and officers (“D&O”) insurance | 130,354 | |
Prepaid income tax | 193,700 | |
Prepaid professional service | 25,607 | |
Prepaid rent | 129,403 | |
Total prepayments | $ 3,263,711 | $ 1,547,243 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Property and Equipment, Net [Abstract] | ||
Depreciation expenses | $ 26,727 | $ 32,865 |
Depreciation expense cost of sales | $ 267,269 | $ 326,887 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) | Apr. 30, 2024 | Apr. 30, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 10,669,183 | $ 4,561,165 |
Accumulated depreciation | (8,334,220) | (3,889,702) |
Property and equipment, net | 2,334,963 | 671,463 |
Furniture & Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,225,560 | 3,025,516 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,457,856 | 1,011,333 |
Leasehold Improvement [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,269,819 | 486,644 |
Automobile [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 715,948 | $ 37,672 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |||
Nov. 22, 2023 | Oct. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Intangible Assets [Line Items] | ||||
Amortization expense | $ 168,418 | $ 10,778 | ||
Estimated amortization expense one | 559,099 | |||
Estimated amortization expense two | 559,099 | |||
Estimated amortization expense three | 559,099 | |||
Estimated amortization expense four | 559,099 | |||
Estimated amortization expense five | $ 559,066 | |||
Drem Consulting Pte. Ltd. [Member] | ||||
Intangible Assets [Line Items] | ||||
Purchase system | $ 1,500,000 | |||
Acquisition amortized period | 10 years | |||
WSYQR Limited [Member] | ||||
Intangible Assets [Line Items] | ||||
Purchase system | $ 1,450,000 | |||
Acquisition amortized period | 10 years | |||
Maison Monterey Park [Member] | ||||
Intangible Assets [Line Items] | ||||
Acquisition amortized period | 15 years | |||
Amortization expense | $ 194,000 | |||
Lee Lee [Member] | ||||
Intangible Assets [Line Items] | ||||
Acquisition amortized period | 20 years | |||
Amortization expense | $ 5,000,000 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Apr. 30, 2024 | Apr. 30, 2023 | |
Schedule of Intangible Assets Net [Line Items] | |||
Total intangible assets | $ 8,161,482 | $ 211,482 | |
Accumulated amortization | 182,571 | 14,153 | |
Intangible assets, net | 7,978,911 | 197,329 | |
Liquid License [Member] | |||
Schedule of Intangible Assets Net [Line Items] | |||
Total intangible assets | 17,482 | 17,482 | |
Software System [Member] | |||
Schedule of Intangible Assets Net [Line Items] | |||
Total intangible assets | [1] | 2,950,000 | |
Trademarks [Member] | |||
Schedule of Intangible Assets Net [Line Items] | |||
Total intangible assets | [2] | $ 5,194,000 | $ 194,000 |
[1]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.[2]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, 2024 and 2023 was $168,418 and $10,778, respectively. Estimated amortization expense for each of the next five years at April 30, 2025 is as follows: $559,099, $559,099, $559,099, $559,099 and $559,066. |
Equity Method Investment (Detai
Equity Method Investment (Details) | 12 Months Ended |
Apr. 30, 2024 USD ($) | |
Equity Method Investment [Line Items] | |
Investment | $ 538,542 |
HKGF Market of Arcadia, LLC [Member] | |
Equity Method Investment [Line Items] | |
Equity method investment amount | $ 1,800,000 |
Subsidiary, Ownership Percentage, Parent | 49% |
Investment | $ 1,261,458 |
Equity Method Investment (Det_2
Equity Method Investment (Details) - Schedule of Condensed Balance Sheet - HKGF Arcadia [Member] | Apr. 30, 2024 USD ($) |
Current Assets | |
Cash and equivalents | |
Accounts receivable | 59,245 |
Inventories, net | 625,719 |
Total Current Assets | 684,964 |
Property and equipment, net | 923,883 |
Intangible asset, net | 27,731 |
Goodwill | 1,680,000 |
Security deposits | 163,618 |
Total Assets | 3,480,196 |
Current Liabilities | |
Accounts payable | 1,481,932 |
Other payables | 14,190 |
Bank overdraft | 344,903 |
Total Current Liabilities | 1,841,025 |
Total Liabilities | 1,841,025 |
Stockholders’ Equity | |
Paid in Capital | 3,800,000 |
Subscription receivable | (1,058,434) |
Accumulated deficit | (1,102,395) |
Total Stockholders’ Equity | 1,639,171 |
Total Liabilities and Stockholders’ Equity | $ 3,480,196 |
Equity Method Investment (Det_3
Equity Method Investment (Details) - Schedule of Condensed Statement of Operations - HKGF Arcadia [Member] | 12 Months Ended |
Apr. 30, 2024 USD ($) | |
Net Revenues | |
Total Revenues, Net | $ 6,513,079 |
Cost of Revenues | |
Total Cost of Revenues | 5,027,531 |
Gross Profit | 1,485,548 |
Operating Expenses | 2,591,814 |
Total Operating Expenses | 2,591,814 |
Loss from Operations | (1,106,266) |
Other income | 7,200 |
Loss Before Income Taxes | (1,099,066) |
Income Tax Provisions | |
Net Loss | (1,099,066) |
Net Loss Attributable to Maison Solutions Inc. | (538,542) |
Supermarket [Member] | |
Net Revenues | |
Total Revenues, Net | 6,513,079 |
Cost of Revenues | |
Total Cost of Revenues | $ 5,027,531 |
Goodwill (Details)
Goodwill (Details) - USD ($) | Apr. 30, 2024 | Apr. 30, 2023 |
Goodwill [Line Items] | ||
Goodwill | $ 16,957,147 | $ 2,222,211 |
Maison Monterey Park [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 2,222,211 | |
Lee Lee Acquisition [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $ 14,734,936 |
Accrued Expenses and Other Pa_3
Accrued Expenses and Other Payables (Details) - Schedule of Accrued Expenses and Other Payables - USD ($) | Apr. 30, 2024 | Apr. 30, 2023 |
Schedule of Accrued Expenses and Other Payables [Abstract] | ||
Accrued payroll | $ 717,389 | $ 301,527 |
Accrued interest expense | 136,388 | 127,638 |
Accrued loss for legal matters (Note 17) | 250,128 | 237,000 |
Other payables | 242,886 | 26,878 |
Due to third parties, non-interest bearing, payable upon demand | 161,302 | 145,775 |
Sales tax payable | 118,989 | 28,978 |
Total accrued expenses and other payables | $ 1,627,082 | $ 867,796 |
Note Payable (Details)
Note Payable (Details) - USD ($) | 12 Months Ended | ||||||||||
Apr. 08, 2024 | Nov. 07, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Feb. 08, 2025 | Dec. 08, 2024 | Nov. 08, 2024 | Oct. 08, 2024 | Sep. 08, 2024 | Jun. 08, 2024 | May 08, 2024 | |
Debt Instrument [Line Items] | |||||||||||
Purchase price | $ 22,200,000 | ||||||||||
Cash paid | 7,000,000 | $ 7,000,000 | $ 2,500,000 | ||||||||
Principal amount | $ 15,200,000 | ||||||||||
Note payable | 15,126,065 | 150,000 | |||||||||
Interest Payable | 30,000 | 21,500 | |||||||||
Repaid principle amount | $ 150,000 | 150,000 | |||||||||
Accrued interest on note | $ 30,000 | ||||||||||
Senior Secured Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Annual interest rate | 5% | ||||||||||
Note Payable [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Annual interest rate | 5% | 10% | |||||||||
AZLL [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Subsidiary, Ownership Percentage, Parent | 100% | ||||||||||
AZLL [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Purchase price | $ 22,200,000 | ||||||||||
Cash paid | 7,000,000 | ||||||||||
Principal amount | $ 15,200,000 | ||||||||||
Note payable | $ 15,126,065 | ||||||||||
Secured Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Simple interest rate | 10% | ||||||||||
Subsequent Event [Member] | Senior Secured Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount secured note | $ 2,500,000 | $ 2,500,000 | |||||||||
Forecast [Member] | Senior Secured Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount secured note | $ 4,700,000 | $ 1,000,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 |
Loan Payables (Details)
Loan Payables (Details) | 12 Months Ended | ||||||
Jan. 12, 2022 USD ($) | Jan. 06, 2022 USD ($) | Jun. 15, 2020 USD ($) | Mar. 02, 2017 USD ($) | Apr. 30, 2024 USD ($) | Apr. 30, 2023 USD ($) | Apr. 30, 2022 | |
Loan Payables [Line Items] | |||||||
General liability insurance | $ 1,000,000 | ||||||
Interest expense | $ 31,170 | $ 31,416 | |||||
American First National Bank [Member] | |||||||
Loan Payables [Line Items] | |||||||
Aggregate amount | $ 1,000,000 | ||||||
Annual interest rate | 4.50% | 7.75% | |||||
Maturity date | Mar. 02, 2024 | ||||||
U.S. Small Business Administration [Member] | |||||||
Loan Payables [Line Items] | |||||||
Aggregate amount | $ 2,624,329 | ||||||
Issued principal | $ 63,030 | ||||||
Maison Monrovia [Member] | |||||||
Loan Payables [Line Items] | |||||||
Aggregate amount | $ 1,000,000 | ||||||
Maison Monrovia [Member] | U.S. Small Business Administration [Member] | |||||||
Loan Payables [Line Items] | |||||||
Aggregate amount | $ 150,000 | ||||||
Annual interest rate | 3.75% | ||||||
Maturity date | Jun. 15, 2050 | ||||||
Maison San Gabriel [Member] | |||||||
Loan Payables [Line Items] | |||||||
Aggregate amount | 2,561,299 | ||||||
Maison San Gabriel [Member] | American First National Bank [Member] | |||||||
Loan Payables [Line Items] | |||||||
Annual interest rate | 4.50% | ||||||
Maison San Gabriel [Member] | U.S. Small Business Administration [Member] | |||||||
Loan Payables [Line Items] | |||||||
Aggregate amount | $ 1,850,000 | $ 150,000 | |||||
Annual interest rate | 3.75% | 3.75% | |||||
Maturity date | Jun. 15, 2050 | Jun. 15, 2050 | |||||
Maison El Monte [Member] | U.S. Small Business Administration [Member] | |||||||
Loan Payables [Line Items] | |||||||
Aggregate amount | $ 350,000 | $ 150,000 | |||||
Annual interest rate | 3.75% | 3.75% | |||||
Maturity date | Jun. 15, 2050 | Jun. 15, 2050 | |||||
Maximum [Member] | American First National Bank [Member] | |||||||
Loan Payables [Line Items] | |||||||
Annual interest rate | 7.75% | ||||||
Debt service ratio | 1.3 | ||||||
Maximum [Member] | Maison Monrovia [Member] | |||||||
Loan Payables [Line Items] | |||||||
Debt service ratio | 2 | ||||||
Minimum [Member] | American First National Bank [Member] | |||||||
Loan Payables [Line Items] | |||||||
Annual interest rate | 4.50% | ||||||
Debt service ratio | 1 | ||||||
Minimum [Member] | Maison Monrovia [Member] | |||||||
Loan Payables [Line Items] | |||||||
Debt service ratio | 1.01 | ||||||
American First National Bank [Member] | |||||||
Loan Payables [Line Items] | |||||||
Interest expense | 93,090 | $ 95,081 | |||||
U.S. Small Business Administration [Member] | |||||||
Loan Payables [Line Items] | |||||||
Interest expense | 93,090 | ||||||
Repayments | $ 156,120 |
Loan Payables (Details) - Sched
Loan Payables (Details) - Schedule of Company’s Loans - USD ($) | 12 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Lender [Member] | ||
Schedule of Company’s Loans [Abstract] | ||
Total loan payables | $ 2,561,299 | $ 2,932,127 |
Current portion of loan payables | (65,098) | (370,828) |
Non-current loan payables | 2,496,201 | 2,561,299 |
Borrower [Member] | ||
Schedule of Company’s Loans [Abstract] | ||
Total loan payables | $ 2,561,299 | 2,624,329 |
American First National Bank [Member] | Lender [Member] | ||
Schedule of Company’s Loans [Abstract] | ||
Total loan payables, Due date | Mar. 02, 2024 | |
Total loan payables | 307,798 | |
U.S. Small Business Administration [Member] | Lender [Member] | ||
Schedule of Company’s Loans [Abstract] | ||
Total loan payables, Due date | Jun. 15, 2050 | |
Total loan payables | $ 2,561,299 | 2,624,329 |
Maison Monrovia [Member] | Borrower [Member] | ||
Schedule of Company’s Loans [Abstract] | ||
Total loan payables, Due date | Jun. 15, 2050 | |
Total loan payables | $ 145,071 | 148,574 |
Maison San Gabriel [Member] | Borrower [Member] | ||
Schedule of Company’s Loans [Abstract] | ||
Total loan payables, Due date | Jun. 15, 2050 | |
Total loan payables | $ 1,933,394 | 1,980,725 |
Maison El Monte [Member] | Borrower [Member] | ||
Schedule of Company’s Loans [Abstract] | ||
Total loan payables, Due date | Jun. 15, 2050 | |
Total loan payables | $ 482,834 | $ 495,030 |
Loan Payables (Details) - Sch_2
Loan Payables (Details) - Schedule of Future Minimum Principal Amount of Loan Payments | Apr. 30, 2024 USD ($) |
Schedule of Future Minimum Principal Amount of Loan Payments [Abstract] | |
2025 | $ 65,098 |
2026 | 67,243 |
2027 | 69,471 |
2028 | 71,784 |
2029 | 74,185 |
Thereafter | 2,213,518 |
Total | $ 2,561,299 |
Related Party Balances and Tr_3
Related Party Balances and Transactions (Details) - USD ($) | Dec. 31, 2021 | May 31, 2021 |
Dai Cheong Trading Inc [Member] | ||
Related Party Balances and Transactions [Line Items] | ||
Equity interest percentage | 10% | |
Investment in equity purchased from related parties | $ 162,665 | |
HKGF Market of Alhambra, Inc.[Member] | ||
Related Party Balances and Transactions [Line Items] | ||
Equity interest percentage | 10% | |
Chief Executive Officer [Member] | HKGF Market of Alhambra, Inc.[Member] | ||
Related Party Balances and Transactions [Line Items] | ||
Investment in equity purchased from related parties | $ 40,775 |
Related Party Balances and Tr_4
Related Party Balances and Transactions (Details) - Schedule of Related Party Transactions - Related Party [Member] - USD ($) | 12 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Schedule of Related Party Transactions [Line Items] | ||
Sales to related parties, total | $ 372,598 | $ 684,138 |
Purchases from related parties, total | 279,201 | 246,196 |
Investment in equity purchased from related parties total | 203,440 | 203,440 |
Accounts receivable — sales to related parties, total | 459,647 | 289,615 |
Accounts payable — purchase from related parties total | 470,605 | 465,310 |
Other receivables — related parties total | 33,995 | 33,995 |
Other payables — related parties total | $ 491,586 | 241,585 |
United Food, LLC [Member] | ||
Schedule of Related Party Transactions [Line Items] | ||
Sales to related parties, Nature | Supermarket product sales | |
Sales to related parties, Relationship | John Xu, the Company’s Chief Executive Officer, Chairman and President, ultimately owns 24% of United Food, LLC | |
Sales to related parties, total | $ 12,564 | 30,052 |
Purchases from related parties, Nature | Supermarket product sales | |
Purchases from related parties, Relationship | John Xu, the Company’s Chief Executive Officer, Chairman and President, ultimately owns 24% of United Food, LLC | |
Purchases from related parties, total | $ 42,257 | 52,848 |
HKGF Market of Arcadia, LLC [Member] | ||
Schedule of Related Party Transactions [Line Items] | ||
Sales to related parties, Nature | Supermarket product sales | |
Sales to related parties, Relationship | Maison owns 49% equity interest | |
Sales to related parties, total | $ 119,730 | |
Purchases from related parties, Nature | Supermarket product sales | |
Purchases from related parties, Relationship | Maison owns 49% equity interest | |
Purchases from related parties, total | $ 52,913 | |
Accounts receivable — sales to related parties, Nature of Operation | Supermarket product sales | |
Accounts receivable — sales to related parties, Relationship | Maison owns 49% equity interest | |
Accounts receivable — sales to related parties, total | $ 10,922 | |
Grantstone Inc. [Member] | ||
Schedule of Related Party Transactions [Line Items] | ||
Sales to related parties, Nature | Supermarket product sales | |
Sales to related parties, Relationship | John Xu, indirectly owns this entity with 100% ownership | |
Sales to related parties, total | $ 3,623 | |
Accounts receivable — sales to related parties, Nature of Operation | Supermarket product sales | |
Accounts receivable — sales to related parties, Relationship | John Xu, indirectly owns this entity with 100% ownership | |
Accounts receivable — sales to related parties, total | $ 10,550 | |
HKGF Market of Alhambra, Inc. [Member] | ||
Schedule of Related Party Transactions [Line Items] | ||
Sales to related parties, Nature | Supermarket product sales | |
Sales to related parties, Relationship | Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10% | |
Sales to related parties, total | $ 236,681 | 654,086 |
Purchases from related parties, Nature | Supermarket product sales | |
Purchases from related parties, Relationship | Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10% | |
Purchases from related parties, total | $ 4,068 | 8,379 |
Investment in equity purchased from related parties, Nature of Operation | Supermarket product sales | |
Investment in equity purchased from related parties, Relationship | Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10% | |
Investment in equity purchased from related parties total | $ 40,775 | 40,775 |
Investment in equity purchased from related parties, Investment percentage | 10% | |
Accounts receivable — sales to related parties, Nature of Operation | Supermarket product sales | |
Accounts receivable — sales to related parties, Relationship | Grace Xu, spouse of John Xu, controls this entity with 90% ownership, Maison owns the remaining 10% | |
Accounts receivable — sales to related parties, total | $ 79,258 | 283,005 |
Dai Cheong Trading Co Inc. [Member] | ||
Schedule of Related Party Transactions [Line Items] | ||
Purchases from related parties, Nature | Import and wholesales of groceries | |
Purchases from related parties, Relationship | John Xu, controls this entity with 90% ownership through DC Holding CA, Inc., Maison owns the remaining 10% | |
Purchases from related parties, total | $ 179,963 | 184,969 |
Investment in equity purchased from related parties, Nature of Operation | Import and wholesales of groceries | |
Investment in equity purchased from related parties, Relationship | 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% | |
Investment in equity purchased from related parties total | $ 162,665 | 162,665 |
Investment in equity purchased from related parties, Investment percentage | 10% | |
Accounts payable — purchase from related parties, Nature | Import and wholesales of groceries | |
Accounts payable — purchase from related parties, Relationship | John Xu, controls this entity with 100% ownership through DC Holding CA, Inc. prior to the 10% equity interest acquisition by Maison | |
Accounts payable — purchase from related parties total | $ 30,439 | 26,585 |
JC Business Guys, Inc. [Member] | ||
Schedule of Related Party Transactions [Line Items] | ||
Accounts receivable — sales to related parties, Nature of Operation | Supermarket product sales | |
Accounts receivable — sales to related parties, Relationship | Shareholder with 51% equity interest of HKGF Market of Arcadia, LLC | |
Accounts receivable — sales to related parties, total | $ 66,728 | |
United Food LLC. [Member] | ||
Schedule of Related Party Transactions [Line Items] | ||
Accounts receivable — sales to related parties, Nature of Operation | Supermarket product sales | |
Accounts receivable — sales to related parties, Relationship | John Xu, ultimately owns 24% of United Food, LLC | |
Accounts receivable — sales to related parties, total | $ 292,189 | 6,610 |
Hong Kong Supermarket of Monterey Park, Ltd. [Member] | ||
Schedule of Related Party Transactions [Line Items] | ||
Accounts payable — purchase from related parties, Nature | Due on demand, non-interest bearing | |
Accounts payable — purchase from related parties, Relationship | John Xu, controls this entity | |
Accounts payable — purchase from related parties total | $ 440,166 | 438,725 |
Ideal Investment [Member] | ||
Schedule of Related Party Transactions [Line Items] | ||
Other receivables — related parties, Nature | Due on demand, non-interest bearing | |
Other receivables — related parties, Relationship | John Xu, has majority ownership of this entity | |
Other receivables — related parties total | $ 3,995 | 3,995 |
Ideal City Capital [Member] | ||
Schedule of Related Party Transactions [Line Items] | ||
Other receivables — related parties, Nature | Due on demand, non-interest bearing | |
Other receivables — related parties, Relationship | John Xu, has majority ownership of this entity | |
Other receivables — related parties total | $ 30,000 | 30,000 |
John Xu [Member] | ||
Schedule of Related Party Transactions [Line Items] | ||
Other payables — related parties, Nature | due on demand, non-interest bearing | |
Other payables — related parties, Relationship | The Company’s Chief Executive Officer, Chairman and President | |
Other payables — related parties total | $ 200,811 | 200,810 |
Grace Xu [Member] | ||
Schedule of Related Party Transactions [Line Items] | ||
Other payables — related parties, Nature | due on demand, non-interest bearing | |
Other payables — related parties, Relationship | Spouse of John Xu | |
Other payables — related parties total | $ 40,775 | 40,775 |
New Victory Foods Inc [Member] | ||
Schedule of Related Party Transactions [Line Items] | ||
Other payables — related parties, Nature | due on demand, non-interest bearing | |
Other payables — related parties, Relationship | John Xu, owns this entity with 100% ownership | |
Other payables — related parties total | $ 250,000 |
Leases (Details)
Leases (Details) - USD ($) | 8 Months Ended | 12 Months Ended | ||||
Apr. 01, 2023 | Mar. 31, 2024 | Mar. 31, 2026 | Mar. 31, 2025 | Apr. 30, 2024 | Apr. 30, 2023 | |
Leases [Line Items] | ||||||
Renewed lease term | 5 years | |||||
Payments for Rent | $ 40,000 | $ 5,000 | ||||
Increase rent percentage | 3% | |||||
ROU and lease liability | $ 3,620,000 | |||||
Average remaining term | 3 years 10 months 13 days | 4 years 6 months 14 days | ||||
Total lease expenses | $ 3,220,000 | $ 2,720,000 | ||||
supermarkets’ store [Member] | ||||||
Leases [Line Items] | ||||||
Average remaining term | 16 years 9 months 18 days | 10 years 25 days | ||||
Minimum [Member] | ||||||
Leases [Line Items] | ||||||
Effective interest rate | 4.50% | |||||
Maximum [Member] | ||||||
Leases [Line Items] | ||||||
Effective interest rate | 7.50% | |||||
Forecast [Member] | ||||||
Leases [Line Items] | ||||||
Payments for Rent | $ 1,000 | $ 2,500 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Store Lease Detail Information | 12 Months Ended | |
Apr. 30, 2024 | ||
Maison Monrovia [Member] | ||
Schedule of Store Lease Detail Information [Abstract] | ||
Lease Term Due | August 31, 2055 (with extension) | [1] |
Maison San Gabriel [Member] | ||
Schedule of Store Lease Detail Information [Abstract] | ||
Lease Term Due | November 30, 2030 | |
Maison El Monte [Member] | ||
Schedule of Store Lease Detail Information [Abstract] | ||
Lease Term Due | July 14, 2028 | |
Maison Monterey Park [Member] | ||
Schedule of Store Lease Detail Information [Abstract] | ||
Lease Term Due | May 1, 2028 | |
Lee Lee - Peoria store [Member] | ||
Schedule of Store Lease Detail Information [Abstract] | ||
Lease Term Due | January 31, 2044 (with extension) | |
Lee Lee - Chandler store [Member] | ||
Schedule of Store Lease Detail Information [Abstract] | ||
Lease Term Due | February 8, 2049 (with extension) | |
Lee Lee - Tucson store [Member] | ||
Schedule of Store Lease Detail Information [Abstract] | ||
Lease Term Due | December 31, 2050 (with extension) | |
Maison Monrovia [Member] | ||
Schedule of Store Lease Detail Information [Abstract] | ||
Lease Term Due | January 1, 2028 | |
Maison San Gabriel [Member] | ||
Schedule of Store Lease Detail Information [Abstract] | ||
Lease Term Due | January 1, 2028 | |
Maison Monterey Park [Member] | ||
Schedule of Store Lease Detail Information [Abstract] | ||
Lease Term Due | August 1, 2027 | |
Maison El Monte [Member] | ||
Schedule of Store Lease Detail Information [Abstract] | ||
Lease Term Due | March 10, 2029 | |
[1]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 $3.62 million for each. |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Operating ROU Assets and Lease Liabilities - USD ($) | Apr. 30, 2024 | Apr. 30, 2023 |
Schedule of Operating ROU Assets and Lease Liabilities [LIne Items] | ||
Total operating ROU assets | $ 40,726,647 | $ 22,545,190 |
Operating lease obligations: | ||
Current operating lease liabilities | 4,088,678 | 1,761,182 |
Non-current operating lease liabilities | 39,015,252 | 22,711,760 |
Total lease liabilities | 43,103,930 | 24,472,942 |
Supermarket Leases [Member] | ||
Schedule of Operating ROU Assets and Lease Liabilities [LIne Items] | ||
Total operating ROU assets | 40,695,438 | 22,517,925 |
Copier Leases [Member] | ||
Schedule of Operating ROU Assets and Lease Liabilities [LIne Items] | ||
Total operating ROU assets | $ 31,209 | $ 27,265 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Operating Lease Liabilities Maturity - USD ($) | Apr. 30, 2024 | Apr. 30, 2023 |
Schedule of Operating Lease Liabilities Maturity [Abstract] | ||
2025 | $ 4,088,678 | |
2026 | 4,186,193 | |
2027 | 4,263,109 | |
2028 | 4,306,846 | |
2020 | 2,912,078 | |
Thereafter | 52,131,701 | |
Total future undiscounted lease payments | 71,888,605 | |
Less: interest | (28,784,675) | |
Present value of lease liabilities | $ 43,103,930 | $ 24,472,942 |
Stockholder_s Equity (Details)
Stockholder’s Equity (Details) | 1 Months Ended | 12 Months Ended | ||||
Oct. 10, 2023 USD ($) shares | Oct. 04, 2023 $ / shares shares | Sep. 08, 2021 $ / shares shares | Nov. 22, 2023 $ / shares shares | Apr. 30, 2024 USD ($) $ / shares shares | Apr. 30, 2023 $ / shares shares | |
Stockholder’s Equity [Line Items] | ||||||
Common stock, shares authorized | 100,000,000 | 500,000 | ||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||
Stock split, description | 200-for-1 stock split | |||||
Preferred stock, shares authorized | 5,000,000 | |||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||
Fair value of warrants issued (in Dollars) | $ | $ 382,484 | |||||
Common Stock [Member] | ||||||
Stockholder’s Equity [Line Items] | ||||||
Common stock, shares authorized | 95,000,000 | |||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||
Measurement Input, Expected Term [Member] | ||||||
Stockholder’s Equity [Line Items] | ||||||
Warrant measurement term | 5 | |||||
Measurement Input, Price Volatility [Member] | ||||||
Stockholder’s Equity [Line Items] | ||||||
Warrant measurement term | 100 | |||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||
Stockholder’s Equity [Line Items] | ||||||
Warrant measurement term | 4.26 | |||||
Measurement Input, Expected Dividend Rate [Member] | ||||||
Stockholder’s Equity [Line Items] | ||||||
Warrant measurement term | 0 | |||||
Class A Common Stock [Member] | ||||||
Stockholder’s Equity [Line Items] | ||||||
Common stock, shares authorized | 97,000,000 | 97,000,000 | ||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock voting rights | one | |||||
Converted into common stock | 1 | |||||
Class A Common Stock [Member] | Common Stock [Member] | ||||||
Stockholder’s Equity [Line Items] | ||||||
Common stock, shares authorized | 92,000,000 | |||||
Shares issued | 3,690,476 | |||||
Class B Common Stock [Member] | ||||||
Stockholder’s Equity [Line Items] | ||||||
Common stock, shares authorized | 3,000,000 | 3,000,000 | 3,000,000 | |||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock voting rights | ten | |||||
IPO [Member] | ||||||
Stockholder’s Equity [Line Items] | ||||||
Net proceeds (in Dollars) | $ | $ 8,720,000 | |||||
Percent of shares of common stock sold | 5% | |||||
IPO [Member] | Class A Common Stock [Member] | Joseph Stone Capital, LLC [Member] | ||||||
Stockholder’s Equity [Line Items] | ||||||
Shares issued | 2,500,000 | |||||
Price per share (in Dollars per share) | $ / shares | $ 4 | |||||
Over-Allotment Option [Member] | Warrant [Member] | ||||||
Stockholder’s Equity [Line Items] | ||||||
Shares sold | 125,000 | |||||
PIPE Offering [Member] | Securities Purchase Agreements [Member] | ||||||
Stockholder’s Equity [Line Items] | ||||||
Shares sold | 1,190,476 | |||||
PIPE Offering [Member] | Class A Common Stock [Member] | Securities Purchase Agreements [Member] | ||||||
Stockholder’s Equity [Line Items] | ||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||
Price per share (in Dollars per share) | $ / shares | $ 4.2 | |||||
Net proceeds (in Dollars) | $ | $ 4,600,000 |
Stockholder_s Equity (Details)
Stockholder’s Equity (Details) - Schedule of Activities of Warrants - Warrant [Member] - $ / shares | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2024 | |
Schedule of Activities of Warrants [Line Items] | ||
Number of Warrants, Exercisable, Balance | ||
Exercise Price, Exercisable, Balance | ||
Weighted Average Remaining Contractual Term in Years, Exercisable, Beginning Balance | ||
Number of Warrants, Granted | 125,000 | |
Exercise Price, Granted | $ 4.8 | |
Weighted Average Remaining Contractual Term in Years, Granted | 5 years | |
Number of Warrants, Exercised | ||
Exercise Price, Exercised | ||
Number of Warrants, Forfeited | ||
Exercise Price, Forfeited | ||
Number of Warrants, Expired | ||
Exercise Price, Expired | ||
Number of Warrants, Outstanding, Balance | 125,000 | |
Exercise Price, Outstanding, Balance | $ 4.8 | |
Weighted Average Remaining Contractual Term in Years, Outstanding, Balance | 4 years 5 months 1 day |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Income Taxes [Line Items] | ||
Percentage of income tax utilized | 80% | |
Tax amount | $ 3,200,000 | $ 2,250,000 |
Net operating loss carry forwards | 3,560,000 | 1,580,000 |
Interest and penalties | 10,985 | 57,835 |
Uncertain tax | $ 0 | $ 103,282 |
Maison San Gabriel [Member] | ||
Income Taxes [Line Items] | ||
Percentage of income tax utilized | 21% | |
Maximum [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carry forwards expiration date | 20 years | |
United states [Member] | Maison San Gabriel [Member] | ||
Income Taxes [Line Items] | ||
Percentage of income tax utilized | 21% | |
California [Member] | Maison San Gabriel [Member] | ||
Income Taxes [Line Items] | ||
Percentage of income tax utilized | 8.84% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Provision for Income Taxes Provisions - USD ($) | 12 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Current: | ||
Federal income tax expense | $ 312,010 | $ 223,512 |
State income tax expense | 140,250 | 116,099 |
Deferred: | ||
Federal income tax benefit | (9,136) | (2,345) |
State income tax benefit | (2,562) | (780) |
Total | $ 440,562 | $ 336,486 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Federal Statutory Rate on Income (Loss) Before Income Taxes - USD ($) | 12 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Schedule of Federal Statutory Rate on Income (Loss) Before Income Taxes [Abstract] | ||
Federal statutory rate expense (benefit) | $ (618,758) | $ 414,915 |
State statutory rate, net of effect of state income tax deductible to federal income tax | (185,283) | 139,966 |
Permanent difference – penalties, interest, and others | 32,047 | (33,326) |
Utilization of NOL | (289,350) | |
Change in valuation allowance | 1,212,556 | 104,281 |
Tax expense per financial statements | $ 440,562 | $ 336,486 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Apr. 30, 2024 | Apr. 30, 2023 |
Deferred tax assets: | ||
Bad debt expense | $ 66,888 | $ 70,929 |
Inventory impairment loss | 38,279 | |
Investment loss on equity method investment | 150,684 | |
Lease liabilities, net of ROU | 660,713 | 441,997 |
NOL | 1,125,192 | 583,490 |
Valuation allowance | (2,026,613) | (1,085,551) |
Deferred tax assets, net | 15,143 | 10,865 |
Deferred tax liability: | ||
Trademark acquired at acquisition of Maison Monterey Park and Lee Lee | 1,287,403 | 51,273 |
Deferred tax liability, net of deferred tax assets | $ 1,272,260 | $ 40,408 |
Other Income (Details)
Other Income (Details) - USD ($) $ in Millions | 12 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Other Income [Line Items] | ||
Employee retention credit received | $ 380 | $ 1,880 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 25, 2024 | Jun. 30, 2022 | Apr. 19, 2021 | Apr. 30, 2024 | |
Commitments and Contingencies [Line Items] | ||||
Litigation payment to plaintiff | $ 245,000 | |||
Litigation loss | $ 245,000 | |||
Granted plaintiff | $ 5,128 | |||
Consultancy and initialization fee | $ 220,000 | |||
Consultancy fee payable percentage | 20% | |||
Gross merchandise value rate | 1.20% | |||
Additional amount | $ 50,000 | |||
Collaboration agreement term | 10 | |||
JD E-commerce America Limited [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Consultancy fee payable percentage | 40% | |||
Collaboration Agreement [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Consultancy fee payable percentage | 40% |
Acquisition of Subsidiary (Deta
Acquisition of Subsidiary (Details) - USD ($) | 12 Months Ended | |||
Feb. 21, 2023 | Jun. 30, 2022 | Apr. 30, 2024 | Apr. 04, 2024 | |
Acquisition of subsidiary [Line Items] | ||||
Purchase consideration | $ 1,500,000 | |||
Purchase considerations | $ 22,200,000 | |||
Cash | 7,000,000 | |||
Original principal amount | 15,200,000 | |||
Reducing in purchase price for accrued sick-pay liability | 80,000 | |||
Increasing purchase price to compensate seller’s security deposit | 18,032 | |||
GF Supermarket of MP, Inc. [Member] | ||||
Acquisition of subsidiary [Line Items] | ||||
Equity interest | 100% | |||
Maison Monterey Park [Member] | ||||
Acquisition of subsidiary [Line Items] | ||||
Purchase considerations | $ 2,500,000 | $ 2,500,000 | ||
AZLL [Member] | ||||
Acquisition of subsidiary [Line Items] | ||||
Equity interest | 100% | |||
GF Supermarket of MP, Inc. [Member] | ||||
Acquisition of subsidiary [Line Items] | ||||
Ownership percentage | 49% | |||
DNL Management Inc. [Member] | ||||
Acquisition of subsidiary [Line Items] | ||||
Ownership percentage | 51% |
Acquisition of Subsidiary (De_2
Acquisition of Subsidiary (Details) - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed - USD ($) | 12 Months Ended | ||
Feb. 21, 2023 | Apr. 30, 2024 | ||
Maison Monterey Park [Member] | |||
Business Acquisition [Line Items] | |||
Total purchase considerations | $ 2,500,000 | $ 2,500,000 | |
Fair value of tangible assets acquired: | |||
Accounts receivable | 79,651 | ||
Due from related party | 25,000 | ||
Other receivables | 25,000 | ||
Property and equipment | 448,932 | ||
Security deposits | 161,945 | ||
Inventory | 872,084 | ||
Deferred tax asset | 10,545 | ||
Operating lease right-of-use assets | 4,680,216 | ||
Intangible assets (trademark) acquired | 194,000 | ||
Total identifiable assets acquired | 6,472,373 | ||
Fair value of liabilities assumed: | |||
Bank overdraft | (281,940) | ||
Accounts payable | (865,769) | ||
Contract liabilities | (10,369) | ||
Income tax payable | (183,262) | ||
Accrued liability and other payable | (85,789) | ||
Tenant Security deposit | (32,200) | ||
Operating lease liabilities | (4,680,967) | ||
Deferred tax liability | (54,288) | ||
Total liabilities assumed | (6,194,584) | ||
Net identifiable assets acquired | 277,789 | ||
Goodwill as a result of the acquisition | 2,222,211 | ||
Lee Lee [Member] | |||
Business Acquisition [Line Items] | |||
Total purchase considerations | [1] | 22,126,065 | |
Fair value of tangible assets acquired: | |||
Due from related party | 155,010 | ||
Other receivables | 155,010 | ||
Property and equipment | 1,574,818 | ||
Security deposits | 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 | 32,218,521 | ||
Fair value of liabilities assumed: | |||
Accounts payable | (2,348,465) | ||
Contract liabilities | (13,035) | ||
Accrued liability and other payable | (402,894) | ||
Due to related parties | (485,518) | ||
Tenant Security deposit | (13,800) | ||
Operating lease liabilities | (20,320,131) | ||
Deferred tax liability | (1,243,550) | ||
Total liabilities assumed | (24,827,393) | ||
Net identifiable assets acquired | 7,391,128 | ||
Goodwill as a result of the acquisition | $ 14,734,936 | ||
[1] include purchase price adjustments for 1) reducing purchase price by $80,000 for the accrued sick-pay liability of the Company of the sellers prior to the closing date, and 2) increasing purchase price by $18,032 to compensate seller for the seller’s security deposit for the Peoria Lease which shall be left for the purchaser |
Acquisition of Subsidiary (De_3
Acquisition of Subsidiary (Details) - Schedule of Indicative of Future Consolidated Results - USD ($) | 12 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Schedule of Indicative of Future Consolidated Results [Abstract] | ||
Revenue | $ 131,058,149 | $ 135,904,940 |
Operating costs and expenses | 133,428,785 | 131,325,144 |
Income (loss) from operations | (2,370,636) | 4,579,796 |
Other income | 588,694 | 2,384,951 |
Income tax expense | (592,274) | (1,506,528) |
Net income (loss) | $ (2,374,216) | $ 5,458,219 |