Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended July 31, 2026

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission File Number: 333-218733

VitaNova Life Sciences Corporation

(Exact name of registrant as specified in its charter)

Tel: +1-516-886-8888

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

The number of shares of the issuer’s common stock issued and outstanding was 8,337,454, as of September 14, 2026.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

The accompanying interim consolidated financial statements of VitaNova Life Sciences Corporation (the “Company”, “we”, “us” or “our”) have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

The interim consolidated financial statements are condensed and should be read in conjunction with the Company’s latest annual consolidated financial statements.

In the opinion of management, the consolidated financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES

(Formerly Yijia Group Corp.)

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

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

VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES

(Formerly Yijia Group Corp.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JULY 31, 2026 AND 2025

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

VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES

(Formerly Yijia Group Corp.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED JULY 31, 2026 AND 2025

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

VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES

(Formerly Yijia Group Corp.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED JULY 31, 2026 AND 2025

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

VITANOVA LIFE SCIENCES CORPORATION AND SUBSIDIARIES

(Formerly Yijia Group Corp.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following discussion and analysis of our results of operations and financial condition should be read together with our unaudited condensed consolidated financial statements and the notes thereto, which are included elsewhere in this report and our Annual Report on Form 10-K for the fiscal year ended April 30, 2026 (the “Annual Report”) filed with SEC. Our financial statements have been prepared in accordance with U.S. GAAP. In addition, our financial statements and the financial information included in this report reflect our organizational transactions and have been prepared as if our current corporate structure had been in place throughout the relevant periods.

Forward looking statement

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Corporate Overview

VitaNova Life Sciences Corporation (“the Company”) was incorporated on January 25, 2017 under the laws of the State of Nevada, United States of America, formerly known as Soldino Group Corp. On October 7, 2025, the Company proposed to change the name of the Company to VitaNova Life Sciences Corporation (the “Name Change”), and the Name Change was effectuated on January 9, 2026. In connection with the Name Change, the ticker symbol of the Company’s common stock changed to “VNOV.” On January 27, 2026, the Company’s 1-for-3 reverse stock split of its common stock became effective, pursuant to which each holder of common stock received one share for every three shares held.

On November 9, 2023, the Company founded Nutripeak Trading Corporation (“NTC”), a wholly owned subsidiary incorporated in Nevada. NTC was established with the purpose of marketing and supplying dietary supplement products.

On March 6, 2026, the Company established VitaNova Global Foods Corporation (“VGFC”) as a wholly owned subsidiary incorporated in Nevada. VGFC was established with the purpose of marketing and supplying healthy food products.

On June 17, 2026, the Company established World Q Corporation (“WQC”) as a wholly owned subsidiary incorporated in Nevada. WQC was established with the purpose of marketing and supplying raw materials used in dietary supplement products. WQC did not have any operations yet as of this report date.

The Company mainly provides dietary supplement and healthy food products to domestic and international customers.

Results of Operations

We currently supply dietary supplement and food products to domestic and international customers.

The following table sets forth certain operational data for the three months ended July 31, 2026 and 2025:

Revenue

We generated revenues of $321,576 and $103,899 for the three months ended July 31, 2026 and 2025, respectively. Our major customers are located in the United States of America. Our revenue significantly increased by $217,677, or 210% due to the fast growth of our new healthy food products line.

During the three months ended July 31, 2026 and 2025, the nature of businesses and segment was shown as below:

Currently, the Company has two reportable business segments: sale and distribution of dietary supplement and wholesale and trading of food products segment.

In the following table, revenue is disaggregated by primary major product line, including a reconciliation of the disaggregated revenue with the reportable segments.

All of the Company’s revenue were generated in the USA during the three months ended July 31, 2026 and 2025.

During the three months ended July 31, 2026 and 2025, the following customers accounted for 10% or more of our total net revenues:

Cost of revenue

Cost of revenue as a percentage of net revenue was approximately 91% and 34% for the three months ended July 31, 2026 and 2025, respectively. Cost of revenue increased by $255,937, or 729% is attributable to the business growth of healthy food product line.

During the three months ended July 31, 2026 and 2025, the following vendors accounted for 10% or more of our purchases:

For the three months ended July 31, 2025, there is no single vendor who accounted for more than 10% of the Company’s purchases.

Gross profit

For the three months ended July 31, 2026 and 2025, gross profit was $30,521 and $68,781, respectively, and the gross profit margin was 9% and 66%, respectively. Gross profit decreased by $38,260, or 56% is primarily attributable to the decrease in sales of dietary supplement products which normally have higher profit margin. During the three months ended July 31, 2026, our new product line of food products like olive juice, white sesame oil, aloe vera drink, etc., the profit margin for food products was lower, approximately at 3% due to our effort of marketing and promoting our new products by providing lower selling price to attract customers.

Personnel and benefit costs

We incurred personnel and benefit costs of $37,852 and $34,928 for the three months ended July 31, 2026 and 2025, respectively. Personnel and benefit costs increased by $2,924, or 8%, which was at a relatively stable level of personnel and benefit costs during the period.

General and administrative expenses

We incurred general and administrative expenses of $114,831 and $66,293 for the three months ended July 31, 2026 and 2025, respectively. General and administrative expenses increased by $48,538, or 73% for the three months ended July 31, 2026, compared to the same periods in 2025, is primarily attributable to the increase in the legal and professional fees.

Net loss

As a result of the factors described above, we reported a net loss of $123,101 and $46,301 for the three months ended July 31, 2026 and 2025, respectively.

Liquidity and capital resources

On July 31, 2026, we had total current assets of $2,223,297, which consisted primarily of $1,604,182 in cash, $316,871 in accounts receivable, $301,294 in inventories and $950 in other current assets. We had total current liabilities of $311,656, which consisted of $122,805 in accounts payable, $79,903 in accrued expenses and other current liabilities and $108,948 in income tax payable.

On April 30, 2026, we had total current assets of $2,430,523, which consisted primarily of $1,597,217 in cash, $726,743 in accounts receivable, $105,613 in inventories and $950 in other current assets. We had total current liabilities of $395,781, which consisted of $208,813 in accounts payable, $78,959 in accrued expenses and other current liabilities and $108,009 in income tax payable.

In assessing our liquidity, management monitors and analyzes the Company’s cash on-hand, its ability to generate sufficient revenue sources in the future, and its operating and capital expenditure commitments. We have funded our working capital, operations and other capital requirements primarily by cash flow from operations. Cash is required to pay purchase costs for inventory, rental expenses, salaries, income taxes, and other operating expenses. Management has considered the historical experience, the economy, trends in the industry, the expected collectability of our accounts receivable and the realization of the inventories as of July 31, 2026 and April 30, 2026. We believe that our current cash and cash flows provided by operating activities will be sufficient to meet our working capital needs for our existing business in the next 12 months from the date of the issuance date of the financial statements. We may also seek additional financing, to the extent needed, and there can be no assurance that such financing will be available on favorable terms, or at all. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.

We have never paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.

Cash Flows

The following table sets forth a summary of our cash flows for the three months ended:

Operating Activities

For the three months ended July 31, 2026, net cash provided by operating activities was $6,965, which consisted primarily of a net loss of $123,101, decrease in outstanding accounts receivable of $409,872, increase in accrued expenses and other current liabilities of $944, and increase in income tax payable of $939. The amounts were partially offset by increase in inventories of $195,681 and decrease in outstanding accounts payable of $86,008.

For the three months ended July 31, 2025, net cash provided by operating activities was $263,811, which consisted primarily of a net loss of $46,301, decrease in outstanding accounts receivable of $252,669, decrease in inventories of $35,118, increase in deferred revenue of $10,775, increase in other current liabilities of $406, increase in accounts payable and accrued expenses of $7,366 and increase in income tax payable of $13,861. The amounts were partially offset by increase in prepayment of $10,083.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations and Commercial Commitments

We have no contractual obligations and commercial commitments as of July 31, 2026.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. These estimates and judgments include, but are not limited to, revenue recognition, allowance for credit losses, inventory impairment allowance, and deferred taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual amounts may differ from the estimated amounts, such differences are not likely to be material.

We have also identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management’s subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. We believe the following accounting policies are critical in the preparation of our financial statements.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606 when control of goods transfers to customers in an amount that reflects the consideration expected to be received. The Company applies the five-step model prescribed by ASC 606, which requires the Company to: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the performance obligations are satisfied.

Currently, the Company operates in two business segments - sale and distribution of dietary supplement and wholesale and trading of food products segment.

Each of the sale and distribution of dietary supplement and food products segment has only one performance obligation under the fixed-fee arrangements. Revenue is recognized from the sale of the Company’s dietary supplement and food products when control of the products is transferred to the customer, which is at a point in time. The Company fulfills its obligation to deliver when the products are available to the customer at the Company’s premises or at the designated place, i.e. the warehouse, at which point title and risk of loss pass to the customer. Customers are responsible for all transportation costs, risk of loss, and any other costs from that point onward.

Credit Losses

On May 1, 2024, the Company adopted ASU 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments(ASC 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, creditworthiness of customers and debtors, current economic conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. In addition, CECL made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and does not believe that it is more likely than not they will be required to sell. There was no material transition adjustment upon adoption of CECL. The Company’s accounts receivables, advance to vendors and other current assets in the balance sheet are within the scope of Accounting Standards Codification (“ASC”) Topic 326.

Accounts Receivable, Net

Accounts receivable arises from the sale of products on trade credit terms and are presented net of allowance for credit losses. The allowance for credit losses is based on management’s assessment of the collectability of outstanding accounts receivable, including consideration of historical collection experience, current economic conditions, and specific customer circumstances. The Company periodically evaluates the collectability of its accounts receivable and records an allowance when credit losses are expected. All provisions for the allowance for credit losses are included as a component of general and administrative expenses in the accompanying consolidated statements of income. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. Delinquent account balances are written-off against the allowance for credit losses after management has determined that the likelihood of collection is not probable. Subsequent recoveries of amounts previously written off are credited to earnings in the period recovered. Additionally, the Company ships products only when collection of payment is considered probable. At July 31, 2026 and April 30, 2026, the allowance for credit losses was $61,366 and $61,366, respectively.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not been issued or made available for issuance. The Company recently adopted the amendments effective May 1, 2026. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations, or cash flows.

Recently Issued Accounting Pronouncements

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

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

In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 18) and Revenue from contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim reporting period within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not been issued or made available for issuance. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

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

None.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2026. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as of July 31, 2026.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

To address these material weaknesses, management has initiated steps to strengthen oversight and financial reporting processes, including evaluating the appointment of additional directors with appropriate financial expertise, and engaging or hiring additional qualified accounting personnel. We expect that once these measures are fully implemented and operating for a sufficient period, we will remediate the identified weaknesses.

Changes in Internal Controls over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We are aware that any system of controls, however well designed and operated, can only provide reasonable, and not absolute, assurance that the objectives of the system are met, and that maintenance of disclosure controls and procedures is an ongoing process that may change over time.

PART II – OTHER INFORMATION

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

The information to be reported under this Item is not required for smaller reporting companies.

None.

None.

None.

During the quarter ended July 31, 2026, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

The following exhibits are included as part of this report by reference:

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on September 14, 2026.