| 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 three months ended July
31, 2024, the Company had a net income of approximately $700,908. The Company had an accumulated deficit of approximately $2.12 million
and negative working capital of $15.78 million as of July 31, 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”). The interim consolidated
financial information as of July 31, 2024 and for the three months periods ended July 31, 2024 and 2023 have been prepared without audit,
pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures, which are normally included in consolidated
financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The interim consolidated
financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s
Annual Report on Form 10-K for the fiscal year ended April 30, 2024, previously filed with the SEC on August 13, 2024. In the opinion of management,
all adjustments (which include all significant normal and recurring adjustments) necessary to present a fair statement of the Company’s
interim consolidated financial position as of July 31, 2024, its interim consolidated results of operations and cash flows for the three
months ended July 31, 2024 and 2023, as applicable, have been made. The interim results of operations are not necessarily indicative of
the operating results for the full fiscal year or any future periods. 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 July 31, 2024 and April 30,
2024, the Company had NCIs of $138,040 and $221,123, respectively, which represent 9% of the equity interest of Maison San Gabriel, 14.75%
of the equity interest of Maison Monrovia and 8.33% of the equity interest of Maison El Monte. For the three months ended July 31,
2024 and 2023, the Company had net loss of $83,082 and net income of $78,215, 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 July 31, 2024 and April 30, 2024, cash balances held
in the banks, exceeding the standard insurance amount, are $31,921 and $862,613, respectively. The Company has not experienced any
losses in accounts held in these financial institutions and believes it is not exposed to any risks on its cash held in these financial
institutions. Restricted cash Restricted cash is an amount
of cash deposited with banks in conjunction with borrowings from banks. Restriction on the use of such cash and the interest earned thereon
is imposed by the banks and remains effective throughout the terms of the bank borrowings and notes payable. Restricted cash is classified
as non-current assets on the Company’s consolidated balance sheets, as all the balances are not expected to be released to
cash within the next 12 months. As of July 31, 2024 and April 30, 2024, the Company had restricted cash of $0 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 July 31, 2024 and April 30, 2024, 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 July 31, 2024 and April 30, 2024, 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 July 31, 2024 and April 30,
2024, the Company had made prepayments to its vendors of $3,368,802 and $3,263,711, respectively. The Company’s management
continues to evaluate the reasonableness of the allowance policy and update it if necessary. Other receivables and other
current assets Other receivables and other current
assets primarily include non-interest-bearing loans of the other business entities, mainly the Company’s major vendors. Management
regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes collection of
amounts due are at risk. Management reviews the composition of other receivables and analyzes historical bad debts, and current economic
trends to evaluate the adequacy of the reserves. Accounts considered uncollectable are written off against allowances after exhaustive
efforts at collection are made. As of July 31, 2024 and April 30, 2024, 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. This valuation requires the Company to make judgments, based on currently available
information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, liquidations,
and expected recoverable values of each disposition category. The Company records inventory shrinkage based on the historical data and
management’s estimates and provides a reserve for inventory shrinkage for the three and nine months ended January 31, 2024 and
2023. The Company provides a reserve for inventory shrinkage for the three months ended July 31, 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 three months ended July 31, 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 Alhambra 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 July 31, 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 three months ended July 31, 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 three months ended July
31, 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, right-of-use (“ROU”) assets
and liabilities are recognized at the commencement date based on the present value of any remaining lease payments over the lease term.
For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of its leases
do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date
in determining the present value of lease payments. The ROU assets include adjustments for accrued lease payments. The ROU assets also
include any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease
terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options. A short-term lease is defined
as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying
asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a short-term lease, the Company
evaluates the lease term and the purchase option. Hence, the Company does not recognize any operating lease ROU assets and operating lease
liabilities for short-term leases. The Company evaluates the carrying
value of ROU assets if there are indicators of impairment and review the recoverability of the related asset group. If the carrying value
of the asset group is determined to not be recoverable and is in excess of the estimated fair value, the Company will record an impairment
loss in other expenses in the consolidated statements of operations. 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 $897,810 and $965,696 as of July 31, 2024 and April 30, 2024, respectively. The following table summarizes
disaggregated revenue from contracts with customers by product group: perishable and non-perishable goods. Perishable product categories
include meat, seafood, vegetables, and fruit. Non-perishable product categories include grocery, liquor, cigarettes, lottery, newspaper,
reusable bag, non-food, and health products.
Three Months ended
2024 2023
Perishables $ 15,194,958 $ 7,723,846
Non-perishables 14,454,422 6,028,469
Total revenues $ 29,649,380 $ 13,752,315 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 $37,239 and $30,637 for the three months ended July 31, 2024 and 2023, respectively.
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 three months ended July
31, 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 three
months ended July 31, 2024 and 2023. Three Months Ended Three Months Ended Supplier Percentage of Supplier Percentage of A 11 % A 34 % B 3 % B 19 % C 5 % C 9 % D 11 % E 9 % (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 stockholder |
