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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2026 ~~2025~~

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to____________

Commission File Number: 000-56745

MEDICAL EXERCISE INC.

(Exact name of registrant as specified in its charter)

Florida		93-3572456
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

~~11951 US-1,~~ ~~Suite~~4051 ~~105~~Albert Street

~~North Palm~~ ~~Beach~~Regina, FLSK, ~~33408~~Canada S4S 3R6

Registrant’s Principal Executive Offices

(561) 772-3853

(Registrant’s telephone number, including area code)

7901 4th St N STE 300

St. Petersburg, FL 33702

Agent for Service

(850) 807-4500

(Agent’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Securities registered pursuant to section 12(g) of the Act:

Common Stock, par value $0.001 per share

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

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

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

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

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐☒ Emerging growth company ☒

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

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

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

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

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

As of June 2729, ~~2025~~ 2026, there were 12 13,327,000 shares of common stock, par value $0.001 issued and outstanding.

TABLE OF CONTENTS

		Page Number
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	928
Item 1B.	Unresolved Staff Comments	2154
Item 2.	Properties	21
Item 1C.	Cybersecurity	54
Item 3.	Legal Proceedings	21
Item 2.	Properties	54
Item 4.	Mine Safety Disclosures	21
Item 3.	Legal Proceedings	54
Item 4.	Mine Safety Disclosures	54
	PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2255
Item 6.	[Reserved]	2255
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2255
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	2557
Item 8.	Financial Statements and Supplementary Data	2557
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2657
Item 9A.	Controls and Procedures	2658
Item 9B.	Other Information	2759
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	2759
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2860
Item 11.	Executive Compensation	2961
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2961
Item 13.	Certain Relationship and Related Transactions, and Director Independence	2962
Item 14.	Principal Accounting Fees and Services	2962
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	3063
Item 16.	Form 10-K Summary	3063

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K (including the section regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations) contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Annual Report on Form 10-K. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs.

Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our Management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission (“SEC”). You can read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

We file annual, quarterly and current reports with the Securities and Exchange Commission (“SEC”), as well as proxy statements and other information. The SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. We maintain a website at www.medx.clinic

In this Annual Report on Form 10-K, the terms “we”, “our”, and “us” refer to Medical Exercise Inc.

PART I

Item 1. Business.

WeCorporate ~~are~~Restructuring inand ~~the business of spinal care clinics~~Transition ~~that employ a private pay, non-insurance, cash-based model. Our mission is~~ to enhance the quality of life through effective spinal care, leveraging Medical Exercise Inc.’s spinal strengthening technology. We aim to become the leading provider of spinal care in the markets we serve, achieving recognition as a premier brand in our industry through the strategic and focused expansion of clinics across North America and, eventually, on a global scale.Franchising

~~Our~~During ~~clinic~~the ~~model~~fiscal isyear ~~designed~~ended toMarch ~~offer~~31, ~~modern~~2026, ~~consumer-friendly~~Medical ~~spinal~~Exercise ~~care, emphasizing accessibility and affordability~~Inc. ~~We believe in making quality spinal care accessible by offering services at prices that are competitive with industry standards and often below~~ (the ~~co-payment levels required by insurance plans. Our clinics will operate on a cash basis~~"Company," ~~meaning~~ "we," do"us," ~~not accept insurance~~ or ~~Medicare,~~"our") ~~allowing~~executed usa tocomprehensive ~~focus~~strategic pivot ~~solely~~from onits ~~client~~legacy ~~care~~direct ~~and~~owner/operator ~~minimizing the~~clinic ~~administrative~~model ~~burdens~~to ~~associated~~an ~~with~~international ~~insurance~~franchising ~~reimbursements~~model.

~~Each~~Historically, ~~clinic~~the ~~will~~Company beowned ~~strategically~~and ~~located~~operated spinal incare ~~visible, accessible~~and ~~retail~~back ~~centers,~~pain ~~with~~clinics—including ana ~~average~~trial ~~clinic~~clinical ~~size~~operation ofin ~~approximately~~North 1Palm Beach,~~000~~ toFlorida—relying 1on localized operations,~~200~~ ~~square~~direct ~~feet.~~property ~~Our~~management, ~~clinics~~and ~~will~~proprietary ~~feature~~mechanical spinal strengthening technology. Following a ~~welcoming~~strategic review, management ~~non-clinical~~identified ~~atmosphere~~significant ~~designed~~scaling toconstraints ~~enhance~~in the ~~client~~legacy ~~experience~~model, ~~distinguish~~including ushigh ~~from~~capital ~~traditional~~expenditure ~~medical offices~~requirements, ~~and~~localized ~~foster~~labor ~~client~~pressures, ~~loyalty.~~and ~~The~~high ~~clinics~~operational ~~will be equipped with Medical Exercise Inc~~friction.’s ~~medical strengthening machines~~Concurrently, ~~known~~management ~~for~~identified ~~their~~accelerating ~~ability~~consumer todemand ~~isolate and~~within ~~strengthen~~ the ~~muscles~~global ~~that~~preventative ~~support~~health, wellness, ~~the~~and ~~spine~~healthy lifespan sectors.

WeTo ~~aim~~maximize toshareholder ~~offer~~value ~~spinal~~and ~~care that is not only effective~~accelerate ~~but~~scalable ~~also~~growth, ~~convenient.~~the ~~Our~~Board ~~clinics~~of ~~will~~Directors beauthorized ~~open~~the ~~longer~~cessation ~~hours~~of ~~than~~legacy ~~most~~back ~~competitors,~~pain ~~and~~clinic ~~will~~operations. doDuring ~~not~~the ~~require~~fiscal ~~appointments~~year, ~~making~~we ~~it easier~~wound ~~for~~down ~~clients~~direct toclinical ~~receive~~operations, ~~care~~closed onthe ~~their~~North ~~schedules.~~Palm ~~Additionally,~~Beach ~~our~~trial ~~flexible~~site, ~~wellness~~and ~~plans~~divested ~~will~~our ~~offer~~clinical ~~discounted~~physical ~~pricing,~~assets ~~encouraging routine visits~~ and ~~ongoing~~treatment ~~spinal health maintenance~~equipment.

WeFollowing ~~operated~~this ~~our~~liquidation, ~~first~~the ~~clinic~~Company intransitioned exclusively ~~North~~to ~~Palm~~an ~~Beach, Florida~~asset-light asfranchising amodel ~~trial~~under ~~for~~ our ~~products~~newly ~~and~~launched ~~services.~~flagship ~~This~~brand, ~~clinic~~OnCore ~~has~~Longevity ~~recently~~Centers ~~closed,~~("OnCore"). This ~~but~~framework wereplaces ~~retain~~capital-intensive ~~the~~corporate ~~equipment~~rollouts ~~and~~with ~~know-how~~a ~~from~~recurring ~~this. Our~~revenue ~~plan~~system ~~for~~driven ~~back~~by ~~pain~~upfront ~~clinics~~franchise isfees, toongoing technology ~~utilize~~fees, aand ~~direct~~royalties ~~owner/operator~~tied ~~model~~to franchisee gross sales.

Under this restructured framework, Medical Exercise Inc.’s ~~Technology~~operates strictly as an intellectual property, technology integration, and franchise support platform. We provide independent franchisees with a turnkey operational blueprint, smart-equipment ecosystems, and ~~Treatment~~artificial intelligence infrastructure. This pivot allows the Company to expand its geographic footprint across North America and international markets with minimal capital requirements, superior operating margins, and a streamlined corporate cost structure.

Medical Exercise Inc.’s Lumbar and Cervical Extension Machines are central to our treatment approach. These machines are designed to help clients strengthen their back and neck via isolated strengthening exercises for the spinal and cervical muscles. The ~~goal~~OnCore isLongevity toMission ~~provide lasting relief from chronic back~~ and ~~neck~~Brand ~~pain. The technology allows for precise testing and treatment. We source our machines from MedX, Inc. (http://medxonline.net/) and currently MedX, Inc. is our sole supplier.~~Philosophy

~~Our~~The ~~commitment~~core toof ~~using~~our ~~Medical~~restructured ~~Exercise~~business ~~Inc.’s~~model shifts ~~technology~~the ~~reflects~~healthcare ~~our~~paradigm ~~dedication~~from reactive treatment to ~~delivering~~proactive ~~measurable,~~prevention. ~~effective~~While ~~spinal~~our ~~care.~~legacy Bybusiness ~~focusing~~focused on treating existing chronic back and spinal ~~strengthening~~ailments, wethe ~~aim~~OnCore toLongevity ~~decrease pain~~Centers ~~levels,~~brand ~~restore~~addresses ~~function,~~the ~~and~~rapidly ~~improve~~growing global health span market. Our corporate mission is to enhance the quality of human life ~~for~~by ~~our~~extending ~~clients~~healthy life expectancy, combining data-driven physical conditioning with advanced lifestyle intervention systems to combat functional decline, muscle wasting (sarcopenia), and metabolic degradation.

Medical Exercise Inc. is committed to expanding our network of spinal care clinics, enhancing the lives of clients through advanced spinal strengthening technology, and becoming a recognized leader in the spinal care industry. Our focus on accessibility, affordability, and effectiveness positions us to meet the growing demand for non-invasive, consumer-driven spinal care.1

~~Our~~The ~~clinics~~OnCore ~~are~~brand ~~located~~philosophy ~~principally~~is inbuilt ~~and~~upon ~~around~~three ~~retail~~core ~~shopping~~operational centers and have been selected to be visible, accessible and convenient. We offer a welcoming, consumer-friendly experience that attempts to redefine the chiropractic doctor/client relationship. Many of our clinics are open seven days per week, longer hours than most of our competitors, and our clients do not need appointments. We operate a private pay, “cash” business, and we do not accept insurance reimbursement or provide Medicare covered services. We believe that our commitment to affordable pricing, convenient access and ready service delivery model will not only appeal to and attract existing consumers of chiropractic services but will also appeal to the growing market of consumers who seek alternative or non-invasive wellness care.tenets:

1● Evidence-Based Health Span Extension: We focus on expanding health span—the period of life spent free from chronic disease and functional disability. The OnCore environment utilizes scientifically backed modalities to improve biomarkers associated with vitality, bone density, metabolic efficiency, and long-term musculoskeletal health.

~~Services~~● Democratic Accessibility to Longevity Science: Traditional longevity protocols and specialized diagnostics have historically been restricted by cost. The OnCore model centralizes these disciplines into an accessible, retail-centric environment, offering premium results through a transparent, private-pay subscription framework.

At● ~~Medical~~Operational ~~Exercise~~Optimization ~~Inc.’s~~Through ~~Clinics,~~Automation: weTo ~~provide specialized~~eliminate ~~services~~human ~~aimed~~error, atmaximize ~~effectively~~safety, ~~addressing chronic spinal pain through advanced therapeutic techniques. Our clinics are centered around strength training~~ and ~~exercise,~~deliver ~~similar~~repeatable toresults aacross ~~typical~~our ~~gym~~franchise ~~or fitness center. However~~network, we ~~specialize~~embed inautomation ~~exercises~~into ~~and strength-building routines specifically designed to promote a healthy and strong back. Our programs focus on targeting~~ the ~~lower~~client ~~lumbar and other critical areas of the back using specialized gym equipment designed to strengthen these regions~~experience. ~~Unlike~~Replacing ~~physical~~traditional ~~therapy~~fitness orregimens ~~chiropractic~~with ~~care~~algorithmic, we ~~operate~~digital ~~outside~~tracking ~~the~~ensures ~~typical medical scrutiny, as we are neither~~ a ~~physical~~consistent ~~therapy~~standard ~~clinic~~of ~~nor~~precision ~~a chiropractic service. Our approach is built around providing a safe, effective environment to improve back~~ health ~~through targeted strength training~~management.

~~Medical~~By ~~Exercise~~positioning ~~Inc~~OnCore at the intersection of preventative health, technology, and luxury hospitality, we distinguish our centers from traditional fitness clubs and clinical medical offices.’s ~~Strength~~The ~~Rehabilitation~~intentionally curated, premium environment fosters customer loyalty, strong subscription retention rates, and a community ~~Program~~of clients investing in long-term health.

Our ~~Medical~~Core ~~Exercise~~Demographic: ~~Inc.’s~~The ~~Strength~~Expanding ~~Rehabilitation~~40+ ~~Program~~Longevity ~~focuses on targeted spinal reconditioning using state-of-the-art equipment and methods. Key features of our service include:~~Market

●The ~~Functional~~target ~~Testing~~demographic for OnCore Longevity Centers comprises individuals aged 40 and ~~Analysis:~~older, Werepresenting ~~assess~~one ~~spinal~~of ~~muscle~~the ~~function~~global toeconomy's ~~identify~~most ~~any~~economically ~~deficits.~~robust ~~This~~and ~~includes~~expanding ~~isolating~~consumer ~~lumbar~~segments. While ~~extensor~~the ~~muscles,~~commercial ~~eliminating~~fitness ~~gravitational~~industry ~~effects,~~historically ~~measuring~~over-indexed ~~soft~~on ~~tissue~~younger ~~tension~~demographics and aesthetic outcomes, and ~~performing~~the ~~isometric~~medical ~~testing~~infrastructure remains ~~across~~reactive, OnCore captures the ~~full~~market ~~range~~vacuum ofbetween ~~motion~~these extremes. ~~Muscle~~We ~~fiber~~serve ~~typing~~the by"Proactive ~~exhaustion~~Aging" ~~reaction~~demographic—adults aged ~~further~~40 ~~informs~~to ~~our~~70+ ~~personalized~~motivated ~~treatment~~to ~~plans~~preserve physical autonomy, combat physiological aging, and extend health span.

●Our ~~Personalized~~demographic ~~Treatment~~strategy ~~Plans: We develop customized therapy programs with a goal~~ is todriven ~~decrease~~by ~~pain,~~three ~~restore spinal function, and enhance overall quality of life.~~critical indicators:

● ~~Advanced~~The ~~Therapy~~Sarcopenia ~~Equipment~~and Biomarker Inflection Point: WeBiological ~~use~~aging ~~the~~accelerates ~~Medical~~around ~~Exercise~~age ~~Inc.~~40, ~~Lumbar~~marked ~~Extension~~by ~~Machine~~the ~~and~~onset ~~Medical~~of ~~Exercise~~sarcopenia ~~Inc.’s~~(involuntary ~~Cervical~~loss ~~Extension~~of ~~Machine~~skeletal ~~for~~muscle ~~controlled~~mass), ~~isolated~~decreasing ~~strengthening~~bone ofmineral ~~lumbar~~density, and ~~cervical~~metabolic ~~spine muscles~~deceleration. ~~These~~The ~~machines~~40+ ~~feature~~consumer ~~patented~~actively ~~fixation~~seeks ~~mechanisms~~scientifically validated, low-risk physical interventions to ~~ensure~~reverse ~~effective~~these ~~muscle~~biomarkers ~~training~~before they manifest as physical frailty.

● ~~Comprehensive~~The ~~Testing~~"Silver ~~Protocols~~Economy" Financial Power: ~~Our~~Consumers ~~therapy~~aged ~~machines~~40 ~~offer~~and ~~specific~~older ~~movement~~command ~~amplitudes~~the ~~and~~vast ~~testing~~majority ~~positions~~of ~~for~~global ~~lumbar~~net worth and ~~cervical~~disposable ~~extension~~income. This demographic exhibits a high willingness to allocate private discretionary capital toward premium, ~~with~~out-of-pocket ~~precise~~health ~~measurements~~subscriptions ~~taken~~that yield measurable, data-driven enhancements to ~~ensure~~their ~~accurate~~quality ~~and~~of ~~effective~~life, ~~treatment~~bypassing traditional insurance networks.

~~Clinic Environment~~● Psychographic Transition to Functional Longevity: Consumer behavior in the 40+ segment has shifted from high-impact fitness trends toward joint stability, injury prevention, cardiorespiratory health, and metabolic resilience. OnCore’s non-clinical boutique layout appeals directly to this mature consumer base, eliminating the intimidating atmosphere of traditional gyms and the sterile environment of medical centers.

~~Our~~By tailoring our marketing, facility architecture, ~~clinics~~and ~~are~~smart ~~designed~~technologies exclusively to ~~offer~~the 40+ market, the Company positions its franchisees to capture a ~~streamlined~~loyal consumer base characterized by high customer lifetime value (LTV), low subscription churn, and ~~comfortable~~spending ~~experience:~~habits historically insulated from economic downturns.

~~● Facility Layout: Each clinic will typically measure 1,000 – 1,200 square feet and include a reception area and treatment space.~~2

●The ~~Efficient~~OnCore ~~Adjustment~~Comprehensive ~~Process:~~4-Pillar New clients generally receive their treatment within 30 – 35 minutes, while returning clients usually spend about 15 minutes. Client records are digitally updated and securely stored in our proprietary data system, ensuring compliance with all relevant medical records security and privacy regulations.Model

~~Medical Exercise~~Pillar ~~Inc.’s~~1: ~~Clinics~~Smart ~~are~~Strength ~~dedicated to delivering effective, evidence-based treatments for chronic spinal pain, utilizing advanced technology and personalized care to achieve optimal client outcomes.~~Training

2The foundational pillar of the OnCore model is an automated exercise methodology built on principles of High-Intensity Strength Training (HIST) and safe, controlled muscle failure. Traditional exercise models carry high injury risks and tracking inefficiencies, particularly for adults over 40. OnCore eliminates these variables by anchoring its exercise framework entirely within the EGYM smart-strengthening automated ecosystem.

~~Our~~Pillar ~~Industry~~1 leverages this smart ecosystem through several key protocols:

~~The~~● ~~spinal~~Scientific ~~care~~High-Intensity ~~industry~~Strength inTraining ~~the~~(HIST): ~~United~~Our ~~States is~~methodology autilizes ~~significant~~brief, intense, and ~~growing~~deeply ~~sector~~controlled ~~within~~strength ~~the~~training ~~broader~~circuits ~~healthcare~~designed ~~landscape.~~to Asstimulate ~~back~~muscular ~~pain~~hypertrophy, ~~and~~reverse ~~spinal~~sarcopenia, ~~disorders~~and ~~are~~improve ~~among~~myofibrillar ~~the~~density. ~~most~~By ~~common medical~~maximizing ~~conditions~~time-under-tension ~~affecting~~and ~~Americans~~removing momentum, the ~~demand~~circuit ~~for~~triggers ~~spinal~~systemic ~~care~~adaptation ~~services continues~~and tocardiovascular ~~rise.~~improvements ~~Here’s~~without ansubjecting ~~overview:~~joints to dangerous explosive forces.

~~Prevalence~~ ● Total Machine Automation and Ergonomic Synchronization: Clients log into the circuit using an RFID smart band. The EGYM ecosystem instantly recognizes the individual and automatically adjusts the machine's physical layout—including seat height and range of ~~Spinal~~motion—to ~~Conditions~~match their exact biometric profile, ensuring flawless form and removing the confusion of manual setup.

● ~~Chronic~~Dynamic, ~~Back~~Algorithmic ~~Pain~~Resistance Profiles: ~~Management~~Utilizing ~~believes~~advanced ~~that~~electronic ~~nearly~~motors, ~~80%~~the ofsystem ~~adults~~varies resistance in ~~the~~real ~~U.S.~~time ~~will~~to ~~experience~~match ~~back~~biomechanical ~~pain~~strength atcurves. ~~some~~Crucially, ~~point~~the insystem ~~their~~features ~~lives~~automated ~~and~~eccentric ~~that~~overloading—applying ~~chronic~~higher ~~back~~resistance ~~pain~~during isthe alengthening ~~leading~~phase ~~cause~~ of ~~disability~~muscle ~~and~~contraction—which clinical research identifies as a ~~common~~primary ~~reason~~driver for ~~missed~~bone ~~work~~density synthesis and ~~healthcare~~rapid ~~visits~~strength acquisition.

● ~~Spinal~~Automated ~~Disorders:~~Strength ~~Conditions~~Diagnostics ~~such~~and asDigital ~~herniated~~Progression: ~~discs,~~The ~~degenerative~~system ~~disc~~performs ~~disease,~~periodic ~~spinal~~maximum-strength ~~stenosis,~~diagnostic ~~and~~tests ~~scoliosis~~to ~~are~~calculate ~~prevalent~~current capabilities. ~~These~~It ~~conditions~~automatically ~~often~~updates ~~require~~target ~~ongoing~~resistance, ~~management~~tempos, ~~which~~and ~~may~~training ~~include~~methods ~~physical~~for ~~therapy~~subsequent sessions, ~~chiropractic~~ensuring ~~care,~~the ~~medication,~~body ~~and~~is ~~sometimes~~continuously ~~surgery~~challenged within a safe therapeutic window.

~~Key Segments~~● ofTotal ~~the~~Ecosystem ~~Industry~~Interoperability: Data captured during every session is routed to our centralized cloud infrastructure. This loop bridges Pillar 1 directly with our other operational vectors, ensuring physical output directly informs ongoing biometric assessments and AI-driven nutrition requirements.

●By ~~Chiropractic~~deploying ~~Care:~~this ~~Chiropractors~~automated ~~are~~framework, ~~primary~~OnCore centers ~~care~~offer ~~professionals~~a ~~who~~premium, ~~specialize~~scientifically inprecise ~~diagnosing~~training ~~and~~experience ~~treating~~that ~~musculoskeletal~~yields ~~disorders,~~measurable ~~particularly~~improvements ~~those~~in ~~involving~~minimal ~~the spine~~time. ~~Chiropractic~~Concurrently, franchisees ~~care~~benefit isfrom ~~widely~~a ~~accepted~~self-correcting ~~and~~circuit ~~used~~that byrequires ~~millions~~minimal offloor ~~Americans~~supervision ~~for~~and ~~pain~~operates ~~relief~~with ~~and~~high ~~spinal~~throughput ~~alignment~~efficiency.

●Pillar ~~Physical Therapy~~2: ~~Physical~~Precision therapists play a crucial role in the rehabilitation and management of spinal conditions. They design and implement individualized treatment plans to improve mobility, reduce pain, and prevent further injury.Nutrition

●The ~~Spinal~~second ~~Surgery:~~operational ~~For~~pillar ~~more~~of ~~severe~~the ~~spinal~~OnCore ~~conditions~~model delivers hyper-personalized, ~~surgical~~data-driven ~~intervention~~dietary ~~may~~guidance beengineered ~~necessary.~~to ~~Advances~~optimize inmetabolic ~~minimally~~function, ~~invasive~~reduce ~~techniques~~chronic systemic inflammation, and ~~spinal~~maximize ~~implants~~cellular ~~have~~energy. ~~improved~~Traditional ~~outcomes~~nutritional ~~for~~consulting ~~clients~~relies ~~requiring~~on ~~surgery~~generic templates or expensive, unscalable human dietitians. OnCore removes this operational bottleneck by embedding advanced artificial intelligence directly into our system, utilizing Google Gemini AI to power our proprietary enterprise nutrition engine.

~~● Pain Management: Pain management clinics offer a range of services, including injections, medication management, and alternative therapies, to help clients manage chronic spinal pain.~~3

~~Market~~Pillar 2 leverages this enterprise artificial ~~Size~~intelligence ~~and~~architecture ~~Growth.~~through several core integrations:

● ~~Market~~Dynamic ~~Size~~Algorithmic Personalization: ~~The~~Our UGoogle Gemini-powered nutrition platform acts as a cloud-based, context-aware engine.S. ~~spinal~~Rather ~~pain~~than ~~care~~outputting ~~market~~rigid istemplates, ~~substantial~~the AI ingests a multi-dimensional array of client metrics—including chronological age, ~~with~~lean ~~Future~~muscle ~~Market~~mass, ~~Insights~~metabolic ~~estimating~~rates itcaptured atvia ~~$8.03~~smart-equipment ~~billion~~loops, infood ~~2024~~allergies, and ~~projecting~~longevity ~~growth~~goals—to generate bespoke profiles mathematically aligned to ~~$13.08~~the ~~billion~~metabolic bydemands ~~2034~~of ~~(https://www~~the 40+ demographic.~~futuremarketinsights.com/reports/spine-pain-market).~~

● ~~Growth~~Real-Time ~~Drivers~~Biometric Adaptability: ~~The~~Because ~~market~~the isOnCore ~~expected~~technology tostack ~~grow~~is ~~due~~entirely tounified, ana ~~aging~~client's ~~population,~~nutritional ~~increased~~architecture ~~prevalence~~is offluid. ~~chronic~~When ~~conditions,~~physical ~~and~~output ~~advancements~~changes inon ~~treatment~~our ~~options.~~EGYM ~~Additionally,~~exercise ~~greater~~circuits ~~awareness~~or ofnew ~~spinal~~biomarkers ~~health~~are ~~and~~entered, ~~wellness~~data is ~~driving~~instantly ~~more~~routed ~~people~~via cloud infrastructure to ~~seek~~the ~~early~~Gemini ~~intervention~~AI engine. The platform immediately recalibrates macronutrient distribution and ~~preventive~~micronutrient ~~care~~requirements to scale alongside physical progression.

~~Challenges~~ ● Comprehensive Turnkey Deliverables: To convert metabolic data into friction-free daily habits, the platform automatically synthesizes complex requirements into practical assets, including step-by-step customized recipes, daily meal structures, and ~~Opportunities~~automated weekly grocery lists, increasing long-term subscription compliance.

● ~~High~~Enterprise-Wide ~~Costs~~Operational Scalability: ~~Spinal~~By ~~care,~~shifting ~~especially~~nutritional ~~surgical~~analysis ~~interventions~~from local staff to a centralized AI architecture, ~~can~~OnCore befundamentally ~~expensive~~transforms franchise unit economics. ~~This~~Franchisees ~~presents~~do anot ~~challenge~~need ~~for~~to ~~both~~employ ~~clients~~expensive ~~and~~nutritionists ~~providers,~~or ~~particularly~~clinical indietitians. ~~managing~~The ~~costs~~Google ~~while~~Gemini ~~maintaining~~framework ~~high~~delivers institutional-~~quality~~grade, ~~care~~infinitely scalable guidance across thousands of concurrent clients globally with zero marginal cost to the franchise operator.

●By ~~Insurance~~combining ~~and~~artificial ~~Reimbursement:~~intelligence ~~Navigating~~with ~~insurance~~leading nutritional ~~coverage~~science, ~~and~~Pillar ~~reimbursement~~2 ~~for~~provides ~~spinal~~an ~~care~~automated ~~can~~dietary besupport ~~complex,~~system ~~impacting~~that ~~both~~works ~~access~~in perfect synergy with our training protocols, allowing clients to ~~care~~fuel muscular recovery and ~~financial~~enhance ~~sustainability~~health ~~for~~span ~~providers~~with clinical precision.

●Pillar ~~Opportunities for Growth~~3: ~~The~~Dynamic industry has opportunities for growth through innovations in treatment, expanding access to care, and enhancing client experience. There is also potential for growth in preventive care and wellness-focused services.Assessments

~~Overall, the~~The ~~spinal~~third ~~care~~operational ~~industry~~pillar inof the ~~United~~OnCore ~~States~~model centers ison amedical-grade ~~dynamic~~biometric benchmarking and ~~evolving~~longitudinal ~~field~~health span tracking. Traditional fitness models rely on subjective self-reporting or baseline body weight, ~~driven~~which byfail to capture the ~~increasing~~nuances ~~need~~of ~~for~~cellular ~~effective~~health, ~~management~~visceral danger zones, or functional decline. ofOnCore ~~spinal~~replaces ~~conditions~~these ~~and~~metrics ~~the~~with ~~continuous~~a ~~development~~tech-driven ofdiagnostic ~~new~~protocol ~~technologies~~that monitors and ~~treatment~~tracks ~~methods~~each client's internal biological progression.

Pillar 3 integrates three synchronized architectures to create a unified health intelligence profile:

~~Our Competitive~~● ~~Strengths~~Medical-Grade BIA via the InBody 770: Clients undergo regular body scanning utilizing the research-grade InBody 770 Bioelectrical Impedance Analysis (BIA) system. Utilizing six frequencies across a multi-frequency direct segmental assessment, this clinical device generates data points derived purely from measured electrical impedance to provide:

Weo ~~believe~~Segmental ~~the~~Lean ~~following~~Analysis: ~~competitive~~Measures ~~strengths have~~exact ~~contributed~~dry tolean ~~our~~muscle ~~initial~~mass ~~success~~distribution ~~and~~across ~~will~~five ~~position~~body ussegments ~~for~~(arms, ~~future~~legs, ~~growth:~~trunk) to isolate and correct muscular asymmetries.

~~Higher~~o ~~Price~~Visceral ~~Point~~Fat ~~Model~~Area (VFA): Quantifies intra-abdominal adipose tissue, a primary clinical biomarker linked to cardiovascular disease and chronic systemic inflammation.

We offer a higher price point model that reflects our commitment to premium quality and advanced technology. This approach allows us to provide specialized, state-of-the-art care while maintaining a reputation for excellence. By focusing on high-end services and technology, we ensure that our clients receive the best possible treatment for their spinal health.4

~~Price~~o Phase Angle: Tracks cellular water balance and ~~Convenience~~cell membrane capacitance as an empirical validation of cell health and decelerated biological aging.

~~Our~~● ~~pricing~~The ~~strategy,~~EGYM ~~combined~~Fitness ~~with~~Hub ~~our~~Central ~~focus on~~Gatekeeper: ~~non-acute~~Serving ~~care~~as ~~and~~the ~~our~~onboarding ~~avoidance~~and ofphysical ~~insurance~~assessment ~~or Medicare reimbursement~~interface, ~~allows~~the usEGYM toHub ~~offer~~utilizes adepth-sensing ~~competitive~~camera ~~alternative~~technology to ~~traditional providers.~~execute ~~While~~automated webody ~~maintain~~tracking. aIt ~~higher~~evaluates ~~price~~postural ~~point,~~alignment weand ~~ensure~~joint-specific ~~that~~flexibility ~~our~~barriers ~~services~~across ~~reflect~~key ~~superior~~muscle ~~quality~~chains, ~~and~~feeding ~~advanced~~any ~~therapeutic~~structural ~~techniques. Our~~imbalances ~~clinics~~back ~~are~~into ~~not burdened by~~ the ~~operational~~ecosystem ~~and administrative costs associated with insurance claims, allowing us~~ to ~~pass~~adapt ontraining ~~the benefits~~parameters ofand ~~our~~prevent ~~premium model to our clients~~injury.

~~Retail~~● The EGYM BioAge Longevity Score: To translate complex data into a consumer-friendly benchmark, ~~Consumer~~our system aggregates all physical, metabolic, and cardiovascular metrics into a single indicator: the EGYM BioAge. This algorithm compares a client’s real-~~Driven~~time ~~Approach~~performance against peer-group data sets across four distinct quadrants: Strength Age (maximum-strength diagnostics), Flexibility Age (mobility scans), Metabolic Age (InBody 770 composition metrics), and Cardiovascular Age (resting heart rate and blood pressure profiles).

WeBy ~~aim~~unifying tothe ~~drive~~InBody ~~awareness~~770 ofand ~~our~~the ~~brand~~EGYM byHub ~~strategically~~ecosystem, ~~locating~~Pillar ~~our~~3 ~~clinics~~delivers atan ~~high-visibility~~empirical ~~retail~~framework ~~centers~~for ~~and~~health ~~convenience points. Our strong~~optimization, ~~recognizable~~giving ~~brand and targeted marketing initiatives are designed to attract~~ clients ~~and~~visual ~~stimulate~~proof ~~repeat~~of ~~visits.~~progress Bywhile ~~positioning~~routing ~~our~~real-time ~~clinics~~biological updates into ~~accessible~~Pillar ~~locations~~1 (Exercise) and ~~using~~Pillar ~~prominent~~2 ~~signage, we~~(Nutrition) ~~ensure~~to ~~that~~continually ~~our~~refine ~~services are both convenient and easily recognizable~~programming.

~~Enhanced~~Pillar ~~Scheduling~~4: ~~and~~Medical ~~Client Experience.~~Affiliates

WeThe ~~offer~~fourth ~~easy~~operational ~~scheduling~~pillar ~~through~~establishes aclinical oversight ~~user~~and age-~~friendly website,~~optimized ~~allowing~~biomarker ~~clients~~calibration to ~~manage~~ensure ~~their~~client ~~appointments,~~longevity ~~book,~~protocols ~~cancel,~~are ~~and~~grounded ~~reschedule~~in ~~with~~preventative ~~ease~~medicine. ~~This~~While ~~flexible~~the Company ~~scheduling~~and ~~system~~its isfranchisees ~~designed to~~operate ~~accommodate~~strictly ~~the~~on ~~busy~~a ~~lives~~cash-based, ofnon-medical ~~our~~wellness ~~clients~~model, ~~and~~true ~~improve~~health ~~their~~span ~~overall~~extension ~~experience.~~requires ~~While~~synchronizing lifestyle ~~appointments~~interventions ~~are~~with ~~not~~advanced ~~necessary,~~clinical ~~our~~therapeutics. ~~efficient scheduling~~Rather ~~system~~than ~~ensures~~establishing ~~that~~costly ~~clients~~medical ~~can~~infrastructure ~~seamlessly~~within ~~manage~~retail ~~their~~facilities, the ~~visits~~Company ~~according~~utilizes toa ~~their~~scalable, ~~personal~~digital ~~convenience~~healthcare referral architecture.

~~Focused~~Pillar ~~Care~~4 provides independent franchisees with an ~~Minimal~~operational ~~Administrative~~blueprint ~~Burdens.~~to bridge client wellness metrics with institutional medical ecosystems via specialized regional partnerships:

~~Our~~● ~~model~~Integrated ~~minimizes~~Longevity ~~administrative~~Telehealth ~~burdens~~Ecosystem: ~~associated with~~OnCore ~~insurance~~centers ~~processing,~~act ~~enabling~~as ~~our~~physical ~~staff~~collection topoints ~~concentrate~~for onclient ~~delivering~~biometric ~~high-quality care~~trends. ByWhen ~~reducing~~baseline ~~time~~testing ~~spent~~indicates ona ~~administrative tasks~~persistent metabolic plateau, weage-related ~~enhance~~hormone deficiency, or systemic health drag, our framework guides the client ~~experience~~to vetted, ~~allowing~~external ~~our~~digital ~~staff~~medical toplatforms. ~~spend~~This ~~more~~enables ~~time~~remote ~~treating~~access ~~clients,~~to ~~establishing~~specialized ~~strong~~practitioners ~~relationships,~~without ~~and educating~~creating ~~them~~direct onclinical ~~the~~liabilities ~~benefits~~at ofthe ~~ongoing~~franchise ~~therapy~~unit level.

By● ~~focusing~~The onUnited ~~these~~States ~~strengths,~~Healthcare weVector ~~are~~(PeterMD): ~~confident in~~For ~~our~~centers ~~ability~~operating within the U.S. market, operational protocols route clients to ~~continue~~leading ~~growing~~clinical ~~and~~telehealth ~~delivering~~networks, ~~superior~~such ~~spinal~~as ~~care~~PeterMD, ~~services.~~granting direct, out-of-pocket access to:

~~Our~~o ~~Growth~~Hormone ~~Strategy~~Replacement Therapy (HRT and TRT): Clinically monitored bioidentical hormone replacement protocols to correct age-related endocrine declines, directly combating muscle wasting and bone density loss.

~~Our~~o ~~growth~~Peptide ~~strategy~~Therapeutics: ~~focuses~~Advanced oncellular ~~expanding~~signaling ~~our~~therapies ~~network of~~engineered ~~clinics. We plan~~ to ~~continue~~accelerate ~~this~~musculoskeletal ~~expansion~~tissue byrecovery identifying high-visibility, convenience-oriented locations that align with our branding strategy, which generally means clinics located in areas that have a minimum population of at least 50,000 residents within a 10-mile radius of the proposed new clinic location. Our goal is to build a national infrastructure that supports our presence in local markets, ultimately increasing brand awareness and ~~driving~~optimize ~~client~~sleep ~~flow~~cycles.

~~Development~~● ofThe ~~company-owned~~Canadian ~~clinics.~~Healthcare Vector (Science & Humans): For centers expanding across Canada—beginning with our flagship in Saskatchewan—our model utilizes Science & Humans, a large specialized digital endocrine and hormone health network, granting streamlined access to:

Weo ~~will~~Hormonal ~~focus~~and onEndocrine ~~the~~Balancing: ~~development of company~~Lab-~~owned clinics~~driven asdiagnostics ~~the~~and ~~principal~~virtual ~~strategy~~Nurse inPractitioner ~~our~~oversight ~~growth~~focused ~~plan.~~on Weperimenopause, ~~will~~metabolic ~~open or purchase company-owned clinics that meet our criteria for demographics~~health, ~~site~~ ~~attractiveness, proximity to other clinics~~ and ~~additional~~hormone ~~suitability factors~~restoration.

Weo ~~believe~~Advanced ~~that~~Medical ~~the~~Weight ~~direct~~Optimization: ~~control~~Clinically ~~over~~supervised ~~company-owned and/or~~access ~~operated clinics will enable us~~ to ~~apply~~metabolic ~~these operating standards even more effectively than franchised clinics. We intend to develop company~~weight-~~owned~~loss ~~clinics~~pharmaceuticals—including inSemaglutide, ~~geographic clusters where we are able to increase efficiencies through a consolidated real estate penetration strategy~~Tirzepatide, ~~leverage~~and ~~cooperative~~other ~~advertisement~~GLP-1 ~~and~~receptor ~~marketing~~agonists—ensuring ~~and~~rapid ~~attain~~weight ~~general~~optimization ~~corporate~~preserves ~~and~~lean ~~administrative~~skeletal ~~operating~~muscle ~~efficiencies~~mass.

~~While~~● weA ~~cannot~~Closed-Loop ~~predict~~Continuum ~~the availability for lease~~ of ~~desirable~~Care: ~~locations~~With ~~for~~client ~~company-owned clinics~~authorization, ~~nor~~external ~~the~~clinical ~~availability~~treatment ofadjustments ~~suitable~~are ~~staff~~factored tointo ~~staff~~the ~~our~~client's ~~clinics,~~profile. weThis ~~believe~~allows ~~that~~local ~~the~~center ~~application of~~staff aand ~~centralized~~automated ~~process,~~systems ~~driven~~to byadjust ~~development,~~Pillar ~~management,~~1 ~~human~~(Exercise) ~~resources~~intensity parameters and ~~recruiting~~Pillar ~~professionals,~~2 ~~will~~(Google ~~enable~~Gemini usAI toNutrition) ~~develop~~macronutrient ~~and operate~~curves, ~~company-owned~~maximizing ~~clinics~~the ~~with~~therapeutic ~~greater~~window ~~consistency~~and ~~than~~mitigating ifrisks weof ~~relied~~lean ~~solely~~tissue ondegradation ~~growth~~during ~~through~~rapid ~~franchising,~~weight loss.

~~Continue~~By todeploying ~~improve~~this ~~margins~~decentralized architecture, Medical Exercise Inc. provides its franchise network with an institutional-grade differentiator. Clients receive precise medical optimization, while the Company maintains an asset-light corporate posture insulated from direct clinical operating risks and ~~leverage~~medical ~~infrastructure~~malpractice liabilities.

WeTechnology ~~believe~~Integration ~~our~~Across ~~corporate infrastructure is positioned~~Business to support a clinic base greater than our existing footprint. As we continue to grow, we expect to drive greater efficiencies across our operations and development and marketing organizations and further leverage our technology and existing support infrastructure. We believe we will be able control corporate costs over time to enhance margins as general and administrative expenses grow at a slower rate than our clinic base and revenues. We believe we can eventually introduce better and more visible professional marketing and client acquisition practices that will promote brand recognition and drive revenue increases at a faster pace than marketing costs will increase. At the clinic level, we expect to drive margins and labor efficiencies through continued revenue growth as our clinic base matures, and the average number of client visits increases. In addition, we will consider introducing selected and complementary branded products such as nutraceuticals or dietary supplements and related additional services. Operations

~~Regulatory~~AI-Driven ~~Environment~~Enterprise and Client Solutions

~~Federal,~~The ~~state~~defining competitive advantage of Medical Exercise Inc.’s restructured business model is the end-to-end integration of artificial intelligence and ~~local~~automated ~~regulation~~systems across our corporate framework and franchise locations. The Company utilizes a unified tech stack—anchored by the EGYM digital ecosystem and Google Gemini AI—to drive two synchronized vectors: micro-level client physical results and macro-level corporate operational efficiency.

~~We are subject to varied federal regulations affecting the operation of our business~~1. WePowering ~~are~~Client ~~subject~~Results tovia ~~the U.S. Fair Labor Standards Act, the U.S. Immigration Reform and Control Act of 1986,~~Interoperable ~~the~~Data Occupational Safety and Health Act and various other federal and state laws governing such matters as minimum wage requirements, overtime, fringe benefits, workplace safety and other working conditions and citizenship requirements. A significant number of our clinic service personnel are paid at rates related to the applicable minimum wage and increases in the minimum wage could increase our labor costs. We are continuing to assess the impact of recently adopted federal health care legislation on our health care benefit costs. Many of our smaller clinics will qualify for exemption from the mandatory requirement to provide health insurance benefits because of their small number of employees. The imposition of any requirement that we or our clinics provide health insurance benefits to our or their employees that are more extensive than the health insurance benefits that we currently provide to our employees or that clinics may or may not provide, or the imposition of additional employer paid employment taxes on income earned by our employees, could have an adverse effect on our results of operations and financial position. Our distributors and suppliers also may be affected by higher minimum wage and benefit standards, which could result in higher costs for goods and services supplied to us.Loops

WeTraditional ~~are~~wellness ~~also~~models ~~required~~fail to ~~comply~~achieve ~~with the accessibility~~consistent ~~standards~~client ~~mandated~~outcomes bybecause ~~the~~exercise ~~U.S.~~data, ~~Americans~~biometric ~~with~~metrics, ~~Disabilities~~and ~~Act~~nutritional ofhabits ~~1990~~are ~~and~~siloed ~~related federal~~ and ~~state~~managed ~~statutes,~~via ~~which~~human ~~generally prohibits discrimination in accommodation or employment based on disability~~guesswork. WeThe ~~may in the future have to modify our clinics to provide service~~OnCore totech orstack ~~make~~automates ~~reasonable~~this ~~accommodations~~sequence ~~for~~through ~~disabled~~a ~~persons. While these expenses could be material~~continuous, ~~our~~self-correcting ~~current~~feedback ~~expectation is that any such actions will not require us to expend substantial funds.~~loop:

5● The EGYM Automated Feedback Loop: Every repetition executed on an EGYM smart machine captures precise kinetic data (power output, velocity, range of motion, and muscular fatigue points). The system processes this cloud-stored data to automatically update the client’s physical programming for their next visit.

We● ~~are~~The ~~subject~~Gemini toAI ~~extensive~~Predictive ~~and~~Nutri-Engine: ~~varied~~This ~~state~~streaming ~~and local~~physical ~~government~~data ~~regulation~~is ~~affecting~~instantly ~~the~~shared ~~operation~~with of our ~~business,~~proprietary ~~including~~Google ~~regulations~~Gemini ~~relating~~AI ~~to public and occupational health and safety, sanitation, and fire prevention~~integration. ~~Each~~If ~~clinic is subject to licensing and regulation by a number of governmental authorities, which include zoning, health, safety, sanitation, environmental, building and fire agencies in~~ the ~~jurisdiction~~EGYM insystem ~~which~~or ~~the clinic is~~an ~~located.~~InBody We770 ~~require~~scan ~~our~~detects ~~clinics~~an toincrease ~~operate~~ in ~~accordance~~lean ~~with~~skeletal ~~standards~~muscle ~~and~~mass ~~procedures designed to comply with applicable codes and regulations. However, our inability to obtain~~ or ~~retain~~an ~~health~~elevated ormetabolic ~~other licenses would adversely affect operations at the impacted clinic or clinics. Although we have not experienced~~rate, ~~and do not anticipate, any significant difficulties, delays or failures in obtaining required licenses, permits or approvals, any such problem could delay or prevent~~ the ~~opening~~Gemini ~~of,~~AI orengine ~~adversely~~automatically ~~impact~~updates ~~the~~caloric ~~viability of~~baselines, aadjusts ~~particular clinic.~~macronutrient ~~In addition~~distributions, ~~in order to develop~~ and ~~construct~~outputs ~~our clinics~~modified, westep-by-step ~~need~~recipes ~~to comply with applicable zoning~~ and ~~land~~grocery ~~use regulations~~lists. ~~Federal~~ ~~and~~This ~~state~~interoperability ~~regulations~~removes ~~have~~human ~~not had a material effect on our operations to date~~error, ~~but~~ensuring ~~more~~daily ~~stringent~~nutrition ~~and~~precisely ~~varied~~supports ~~requirements~~real-time ~~of local~~physical ~~governmental bodies with respect to zoning and land use could delay or even prevent construction and increase development costs of new clinics~~workloads.

~~Employees~~6

~~From January 2024 to June 1, 2024, Medical Exercise Inc~~2. ~~Clinics~~Maximizing ~~employed~~Corporate ~~a team of four part-time staff members. These employees collectively covered a 48-hour work week, ensuring that our initial North Palm Beach location operated smoothly~~ and ~~efficiently.~~Franchise ~~Additionally, we had one salaried sales position focused on driving~~Operational ~~client engagement and managing local marketing efforts and one senior manager.~~Efficiency

AsBy oftransferring ~~March~~data 31analysis, ~~2025,~~content ~~we currently have only our senior manager on~~generation, ~~staff as we transition out of our initial location~~ and ~~seek~~progress atracking ~~new~~to ~~site.~~advanced ~~During this period~~automation, wethe ~~are~~Company ~~pausing~~transforms ~~our hiring to align our staffing needs with~~ the ~~new~~economics ~~clinic~~of ~~location,~~traditional ~~ensuring that we can continue to deliver high~~brick-~~quality~~and-mortar ~~service~~fitness ~~once we reopen.~~centers:

~~Facilities~~● Elimination of High-Cost Specialized Labor: Traditional models require a high ratio of expensive personal trainers, lifestyle coaches, and clinical dietitians to scale personalization. By leveraging Google Gemini AI to instantly generate institutional-grade nutritional guidance and relying on the EGYM Hub to handle touchless onboarding and mechanical equipment setups, an OnCore center operates at maximum capacity with a highly streamlined, lean labor force, reducing turnover risks and wage liabilities.

~~Medical~~● ~~Exercise~~Automated ~~Inc.~~Center ~~Clinics’~~Management ~~first~~and ~~location in~~Predictable ~~North~~Scaling: ~~Palm~~Artificial ~~Beach~~intelligence ~~was~~automates ~~fully~~client ~~staffed~~lead ~~and~~generation, ~~operational~~optimizes ~~from~~digital ~~January~~ad ~~2024~~spend, totracks ~~June~~subscription 1,churn ~~2024.~~risks ~~During~~via ~~this~~predictive ~~initial~~usage ~~period~~algorithms, weand ~~focused~~manages onclient ~~establishing our~~communication. ~~presence~~This inmicro-staffing ~~the~~capability ~~community~~lowers ~~and~~the ~~delivering~~operational ~~high~~break-~~quality~~even ~~care~~point tofor ~~our~~individual ~~clients.~~franchisees, ~~Our~~insulates ~~clinic~~unit ~~was~~economics ~~designed~~from torising ~~reflect~~labor ~~our~~costs, ~~commitment~~and toprovides ~~advanced spinal~~a ~~care~~frictionless, duplicable blueprint for rapid domestic and ~~client~~international ~~satisfaction~~expansion.

AsBy ~~part~~engineering ofa ~~our~~model ~~strategic~~where ~~growth~~artificial ~~plan, we have~~intelligence ~~exited~~drives ~~the~~both ~~sublease for this initial location. We are currently in~~ the ~~process~~client's ofphysical ~~identifying~~progression and ~~securing~~the aoperator's ~~new~~profit ~~site~~margins, ~~that~~Medical ~~offers~~Exercise ~~better visibility and higher traffic~~Inc. ~~Our~~operates ~~objective is to relocate to~~ a ~~more prominent location of approximately 1~~high-margin,~~000~~ ~~square~~asset-light corporate ~~feet facility~~structure, ~~that~~ ~~will~~replacing ~~enhance~~localized ~~our~~clinical ~~brand’s~~unpredictability ~~visibility,~~with ~~attract~~a ~~more clients~~predictable, ~~and better support our long~~tech-~~term~~driven ~~growth~~franchising ~~goals.~~and ~~This move is~~ software-as-a ~~critical~~-service ~~step~~(SaaS) inrevenue ~~our strategy to expand our presence and optimize client access to our services~~model.

~~Target~~The ~~Demographic~~Digital Ecosystem

~~Medical~~The ~~Exercise~~operational ~~Inc.~~bridge ~~Clinics~~linking ~~target an older demographic, typically those aged 40 and above. As a boutique spinal health clinic,~~ Medical Exercise Inc.’s ~~Back~~corporate ~~Pain~~infrastructure, ~~Clinics~~individual ~~offers a~~franchise ~~unique~~locations, ~~experience~~and ~~focused~~clients onis ~~spinal~~a ~~health~~centralized, ~~and wellness~~proprietary, ~~without~~cloud-native ~~the typical features found in traditional clinics~~digital architecture. ~~The~~It ~~clinic~~delivers ~~has~~enterprise ~~a welcoming~~scaling, ~~non-clinical~~automated ~~atmosphere~~billing, ~~providing~~real-time adata ~~peaceful~~streaming, ~~environment~~and ~~for~~continuous ~~clients~~client ~~to focus on their spinal health goals~~engagement. ~~This~~The ~~style of~~public-facing ~~clinic~~foundation isand ~~particularly~~data-routing ~~appealing~~nucleus toof ~~older~~this ~~adults~~architecture ~~who~~is ~~are~~our ~~looking~~official ~~for~~corporate aweb ~~specialized~~platform, ~~spinal health experience that caters to their unique needs and preferences~~www. ~~With a focus on exercise~~oncorelongevity.com, ~~Medical~~which ~~Exercise~~acts as ~~Inc.~~the ~~Clinics~~digital ~~provide~~storefront ~~a comfortable and welcoming space~~ for ~~older~~investor ~~adults to~~relations, ~~improve~~franchise ~~their~~lead ~~spinal~~acquisition, ~~health in a supportive~~ and ~~encouraging~~local ~~environment~~center operations.

6Our unified digital ecosystem consists of three synchronized infrastructure components:

~~Medical Exercise Inc~~1. ~~Clinics~~Centralized ~~may~~Digital ~~benefit from targeting an older demographic for several reasons~~Hub: www.oncorelongevity.com

●This ~~Disposable~~corporate ~~Income:~~portal ~~Older~~serves ~~adults~~as ~~often~~our ~~have~~primary ~~more disposable income compared to younger adults~~operational interface, ~~making~~executing ~~them~~multiple ~~more~~cloud-level ~~likely~~tasks toacross ~~afford~~our ~~boutique~~business ~~health services.~~lines:

● ~~Health-conscious:~~Franchise AsIngestion ~~people~~and ~~age,~~Compliance: ~~they~~Houses ~~tend~~our tosecure ~~become~~franchisee ~~more~~onboarding ~~health-conscious~~pipeline, ~~which~~automates ~~makes~~initial ~~them~~geographic ~~more~~territory ~~likely~~verification, tohosts ~~prioritize~~franchise ~~health~~disclosure ~~and~~documentation ~~seek~~access ~~out~~controls, ~~specialized~~and ~~health~~aggregates ~~clinics~~inbound ~~that~~development ~~cater to their unique needs~~leads.

● ~~Stable~~Investor ~~Clientele:~~Relations ~~Older~~and ~~adults~~Market ~~are~~Clearing: ~~often~~Managed ~~more~~via ~~likely to commit to~~ a ~~regular~~dedicated ~~exercise~~interface ~~routine~~(investors.oncorelongevity.com), ~~and~~this becomponent ~~more~~delivers ~~consistent~~public infinancial ~~attending~~reporting, ~~sessions.~~SEC ~~This~~compliance ~~means~~uploads, ~~that~~and ~~they~~corporate ~~are~~updates ~~likely~~ to ~~become~~equity ~~more~~holders ~~stable~~to ~~clients~~ensure ~~for~~market ~~the boutique spinal health clinic~~transparency.

● ~~Specialized~~Localized ~~Health~~Lead ~~Needs~~Routing: ~~Older~~Features ~~adults~~automated, ~~may~~location-aware ~~have~~sub-portals ~~specific~~for ~~health~~individual ~~needs~~markets or(including ~~goals~~upcoming ~~that~~Regina ~~require~~South ~~specialized~~and ~~programs.~~Regina ~~Medical~~East ~~Exercise~~flagships, ~~Inc~~and planned U.S. ~~Clinics~~rollouts ~~may~~like beFort ~~more~~Lauderdale), ~~able~~allowing tolocal ~~cater~~prospects to ~~these~~book ~~specific~~facility ~~needs~~tours, consultations, and ~~offer~~diagnostic abaseline ~~more personalized spinal health experience~~scans.

~~Sales and Marketing~~7

~~We will seek to drive brand awareness through marketing initiatives that highlight the differentiated Medical Exercise Inc~~2. ~~Clinic~~Integrated ~~experience. We~~Client ~~will~~Platforms ~~create a curated health experience that is driven by technology~~ and ~~supported by us and our community, which will drive a powerful~~Mobile ~~brand with broad demographic appeal and a highly passionate client base. Below are representative examples of our proposed marketing efforts:~~Infrastructure

●Upon ~~Social Media Marketing: We intend to leverage social media marketing—through Instagram~~joining, ~~YouTube~~a ~~and~~client's ~~Facebook—to~~profile ~~engage~~transitions into ~~with~~ our ~~existing~~secure ~~clients~~client ~~and~~mobile ~~attract new clients. Across these platforms~~application, ~~existing~~which ~~and~~operates ~~new~~as ~~clients~~a ~~will~~personal ~~interact~~biological ~~with us and each other by consuming content to be posted by us on our social media accounts and by sharing their own original content.~~dashboard:

● ~~Influencer~~Real-Time ~~Marketing~~Biometric Synchronization: ~~Influencer~~Aggregates ~~marketing~~direct issegmental aimpedance ~~key~~metrics ~~method~~from ~~through~~the ~~which~~InBody we770 ~~will~~body ~~embed~~scans, ~~Medical~~posture ~~Exercise~~and ~~Inc.~~range-of-motion ~~Clinics~~metrics infrom ~~popular~~the ~~culture.~~EGYM WeHub, ~~intend~~and tolive ~~establish~~strength ~~relationships~~diagnostic ~~with~~profiles ~~other~~from ~~professional~~our ~~athletes~~robotic ~~and~~exercise ~~personalities to promote our products~~circuits.

● ~~Earned~~The ~~Media:~~OnCore WeLongevity ~~will~~Roadmap: ~~work~~Synthesizes ~~with~~data ~~multiple~~points ~~public~~into ~~relations~~the ~~agencies~~user's incurrent ~~our~~EGYM ~~key~~BioAge ~~territories~~tracking ~~who~~matrix, ~~will~~providing begranular ~~responsible~~updates ~~for~~showing ~~driving~~biological ~~Medical~~age ~~Exercise~~progression ~~Inc.~~versus ~~Clinics~~chronological ~~placements~~age across ~~media~~Strength, ~~outlets.~~Flexibility, WeMetabolic, ~~will~~and ~~benefit~~Cardiovascular ~~from significant media enthusiasm around our brand~~quadrants.

● ~~Local~~Dynamic ~~Events~~Dietary Streaming: WeServes ~~will~~as ~~aim~~the todelivery ~~boost~~vehicle ~~brand~~for ~~awareness~~Pillar ~~and~~2 ~~foster~~(Nutrition), acontinuously ~~sense~~streaming ofweekly ~~community~~customized bymenus, ~~producing~~caloric ~~and~~macro-targets, ~~sponsoring local events in our key territories~~ and ~~Medical~~dynamic ~~Exercise~~grocery ~~Inc.~~lists ~~Clinics~~generated ~~partnership~~by ~~events~~our ~~with~~background aGoogle ~~range~~Gemini ofAI ~~hospitality and likeminded health and wellness brands~~engine.

●3. ~~Marketing~~Enterprise ~~Partnerships:~~Revenue ~~We will seek to establish~~ and ~~maintain~~SaaS ~~marketing partnerships with leading brands through which our Clients gain access to exclusive products and services.~~Architecture

~~Additional brand~~From ~~marketing~~an ~~strategies~~operational ~~potentially~~standpoint, ~~include~~our ~~television,~~digital ~~outdoor~~ecosystem is ~~billboard~~engineered ~~and~~to ~~campaigns~~support ina ~~key~~predictable, ~~markets.~~highly resilient recurring subscription framework:

7● Automated Fee Architecture: Coordinates automated tiers (offering structured entry-level access as low as $99 per month, or under $25 per week) and handles secure ACH and credit card processing, minimizing local center cash-handling and collection overhead.

~~Client Marketing~~● Money-Back Guarantee Data Auditing: Serves as the unalterable ledger of record for our documented biological guarantee (promising a measurable drop in a client's BioAge or a full refund). The software tracks attendance compliance and biometric milestones to automatically calculate qualification parameters, derisking the operational liabilities of individual franchisees.

~~Our client~~● ~~marketing~~Telehealth ~~efforts,~~API ~~which~~Connectivity: ~~will~~Houses bethe ~~conducted~~secure ~~both~~referral ~~prior~~pathways tolinking ~~clinic~~clients ~~opening~~to ~~and~~external onclinical ~~an ongoing basis~~platforms, ~~will~~such ~~focus~~as onPeterMD ~~targeting~~in the ~~acquisition of~~U.S. ~~new clients~~ and ~~the~~Science ~~retention~~& ofHumans ~~our~~in ~~existing clients through local social~~Canada, ~~search~~allowing ~~and~~the ~~experiential~~seamless ~~marketing.~~transmission ~~Our~~of client-authorized ~~marketing program~~laboratory ~~will~~results ~~consist~~back ofinto ~~the~~our ~~following:~~automated training loops.

●By ~~Pre-Opening~~consolidating ~~Client~~operations ~~Marketing~~within ~~Campaigns:~~this ~~Such~~secure ecosystem, ~~campaigns~~Medical ~~will~~Exercise ~~be focus on building the clinic client base prior to opening~~Inc. Inmaintains ~~these~~an ~~campaigns~~asset-light, ~~our~~highly ~~local~~defensible ~~clinic,~~technology ~~marketing~~layer ~~teams~~that ~~will~~guarantees ~~drive~~global ~~awareness~~brand ofuniformity, maximizes ~~and~~client ~~excitement~~lifetime ~~about~~value, ~~our~~and ~~brand~~provides ~~through~~corporate ~~grassroots~~management ~~marketing~~with ~~outreach~~real-time tooperational ~~influencers,~~oversight ~~businesses,~~across ~~charitable~~our ~~organizations~~international ~~and schools in the respective community~~footprint.

● Ongoing Client Marketing Programming: Such programing will be designed by us, available for a monthly fee and designed to generate and convert leads to new clients. We will seek to reach and engage with new target audiences using geographic and demographic targeting across social and digital media platforms.8

●The ~~One-on-One~~OnCore ~~Marketing~~Franchise ~~Support:~~Opportunity In& Competitive ~~addition to the paid marketing programming, we will provide significant value to clinic managers by offering one-on-one marketing support that is specifically tailored to each clinic’s needs.~~Strengths

~~Intellectual~~Targeting ~~Property~~Experienced Personal Trainers as Franchisees

~~The~~A ~~protection~~core ofstrategic ~~our~~driver ~~technology~~of ~~and~~Medical ~~intellectual~~Exercise Inc.’s ~~property~~rapid ismarket anpenetration ~~important~~is ~~aspect of~~ our ~~business.~~deliberate Wefocus ~~will~~on ~~rely~~recruiting ~~upon a combination of patents~~experienced, ~~trademarks,~~highly ~~trade~~qualified ~~secrets,~~personal ~~copyrights,~~trainers ~~confidentiality procedures, contractual commitments~~ and ~~other~~fitness ~~legal~~professionals as ~~rights~~primary tofranchise ~~establish and protect our intellectual property~~partners. ~~Our~~Traditional ~~standard~~boutique ~~form~~fitness offranchise ~~employment agreement~~systems ~~will~~frequently ~~include~~target ~~confidentiality~~non-industry ~~provisions~~institutional ~~and invention~~ investors or ~~work~~speculative ~~product~~buyers, ~~assignment~~creating ~~provisions~~operational ~~with~~vulnerabilities ~~our~~such ~~employees~~as tohigh ~~control~~staff ~~access to,~~turnover and ~~clarify~~poor ~~ownership~~quality of, ~~our proprietary information~~care.

WeBy ~~intend~~targeting tothe ~~have~~embedded atalent ~~number~~pool of ~~patents protecting~~seasoned ~~our~~fitness ~~technology.~~professionals, Wethe ~~intend~~Company tosecures ~~register~~a ~~some~~distinct ofcompetitive ~~our~~advantage. ~~copyrighted~~This ~~material~~strategy ~~and~~directly ~~otherwise~~leverages ~~rely~~massive, ondefined ~~legal and contractual protections of our~~target ~~copyrighted~~markets ~~works that have been fixed~~ in aour ~~tangible~~primary ~~medium~~expansion ~~or otherwise qualify for copyright protection. Such copyrighted materials will not be material to our business.~~zones:

~~Competition~~● The United States Market Opportunity: According to the U.S. Bureau of Labor Statistics, there are approximately 370,000 active fitness trainers and instructors in the United States, representing a highly dense, established pool of qualified candidates.

● The ~~chiropractic~~Canadian ~~industry~~Market isOpportunity: ~~highly~~Data ~~fragmented. According~~from toStatistics ~~First~~Canada ~~Research’s~~and ~~March 2014 report,~~ the ~~top~~Canadian 50Occupational ~~providers~~Projections ofSystem ~~chiropractic~~(COPS) ~~services~~indicates inthere ~~the~~are ~~United~~over ~~States generate less than ten percent of industry revenue. Our competitors include the approximately 36~~149,000 ~~independent~~individuals ~~chiropractic~~employed ~~offices~~in ~~currently open throughout~~ the ~~United States~~fitness, aspersonal ~~well as certain multi-unit operators. Additionally~~training, weand ~~face~~recreation ~~competition~~instruction ~~from~~sectors ~~traditional~~across ~~medical practices~~Canada, ~~out~~ ~~client~~offering ~~clinics,~~a ~~physical~~robust ~~therapists,~~foundation ~~massage~~for ~~therapists,~~our ~~and~~ongoing ~~sellers~~northern ~~of home-use devices designed to address back and joint discomfort~~rollout.

~~Physical~~By converting ~~Therapists:~~independent ~~Physical therapists~~trainers ~~represent~~from athese ~~significant~~large ~~segment~~talent ofpools ~~our~~into ~~competition,~~OnCore ~~particularly~~franchise inowners, the ~~treatment~~Company ofestablishes ~~musculoskeletal issues. They offer~~ a ~~range~~distinct operational ofmodel ~~services, including exercise-~~based ~~therapies~~on ~~and~~several ~~rehabilitation~~core programs that can overlap with chiropractic care. Physical therapy often appeals to clients seeking comprehensive rehabilitation for injury recovery or chronic pain management, potentially diverting clients who might otherwise seek chiropractic services.vectors:

We● ~~believe~~Activation ~~the~~of ~~principal~~Pre-Existing ~~areas~~Local ofClient ~~competition in~~Bases: ~~our~~Experienced ~~industry~~personal ~~include~~trainers ~~price,~~typically ~~convenience~~possess established, ~~quality~~highly ~~and~~loyal ~~consistency~~client offollowings. ~~services~~Transitioning ~~provided,~~these ~~comfort~~professionals ~~and~~into ~~accessibility~~franchise owners facilitates the immediate migration of ~~clinics~~high-lifetime-value customer bases into new centers, ~~and~~compressing ~~reputation~~the timeline to reach operational break-even.

8● Drastic Reduction in Corporate Training Overhead: Because our target franchisees already possess deep institutional knowledge of exercise physiology and biomechanics, corporate training protocols focus exclusively on system standardization—specifically, mastering the EGYM smart circuit, managing the Google Gemini AI nutrition dashboard, and executing automated center workflows.

~~Research~~● Elevated Quality of Care and ~~Development~~Brand Advocacy: Longevity protocols require precise, professional execution. Trainer-owners possess the natural clinical empathy and technical vocabulary needed to communicate effectively with our target 40+ demographic, instilling consumer trust that non-industry operators cannot replicate.

~~Medical~~● ~~Exercise~~Mitigation ~~Inc.~~of isthe ~~dedicated~~Fitness toIndustry's ~~continuous Research~~Labor ~~and~~Crisis: ~~Development~~The ~~(R&D)~~broader ~~efforts~~fitness tomarket ~~identify~~faces ~~and~~chronic ~~develop~~disruption ~~innovative~~driven ~~solutions~~by ~~within~~high ~~the~~turnover ~~health~~among ~~and~~hourly ~~fitness industry~~trainers. WeOnCore ~~believe a~~transforms ~~holistic~~top-tier ~~approach~~coaching ~~that~~talent ~~integrates~~from ~~various~~transient ~~elements~~employees isinto ~~key~~equity-holding tobusiness ~~achieving sustainable and transformative results. Based on extensive market research~~partners, wecreating ~~are developing~~ a ~~groundbreaking~~highly ~~fitness~~stable, ~~center~~motivated ~~concept~~network ~~that~~of ~~combines~~owner-operators ~~four~~incentivized ~~crucial~~to ~~pillars~~maximize ~~into~~subscription ~~the MedEx System~~retention.

~~Our~~By ~~fitness~~positioning OnCore centers ~~could~~as ~~include~~a premium career ascension vehicle for the ~~following:~~highest-performing segments of the roughly 520,000 combined North American fitness professionals, Medical Exercise Inc. leverages existing human capital to deploy high-quality, operationally disciplined centers at an optimized velocity and corporate cost structure.

~~Personalized Nutrition: We create customized dietary plans tailored to individual needs, goals, and lifestyle preferences.~~9

~~Science-Based~~Attractive ~~Exercise~~Unit Economics: ~~High-intensity exercise~~Low ~~programs~~Initial ~~designed~~Capital & ~~for~~Low ~~maximum~~Operating ~~benefit in minimal time commitment.~~Costs

~~Ongoing~~The ~~Assessments:~~commercial ~~Regular~~viability ~~monitoring~~and rapid scaling potential of ~~strength,~~the ~~flexibility,~~OnCore model are driven by a financial architecture that optimizes two critical variables: minimizing initial capital expenditures (CapEx) through an efficient physical footprint and ~~overall~~suppressing ~~wellness~~ongoing tooperating ~~ensure~~expenses ~~program~~(OpEx) ~~evolution~~via technology-driven automation.

~~Expert~~1. ~~Medical~~Compressed ~~Support:~~Initial ~~Partnerships with~~Capital ~~qualified medical professionals to provide additional support and solutions for our proposed fitness business in the form of telemedicine~~Requirements ~~and~~& ~~online~~Footprint ~~pharmacy.~~Optimization

ToUnlike ~~gauge~~competitor ~~interest~~brands ~~and~~requiring ~~market receptivity, we recently~~facilities ~~launched~~ranging afrom ~~website~~5,000 atto ~~www.medex.fitness.~~over As20,000 ~~part~~square ~~of our market validation strategy~~feet, ~~this website showcases~~ the ~~concept,~~OnCore ~~proposed~~center ~~services to~~is beengineered ~~offered,~~as ~~and~~a ~~potential~~high-throughput ~~benefits~~micro-studio ~~for both clients and operators.~~model:

We● doMicro-Studio ~~not~~Real ~~intend~~Estate toTarget: ~~own and operate fitness centers directly.~~ Our ~~primary~~standardized ~~focus~~site ~~for~~selection ~~fitness~~targets ~~centers~~high-visibility ~~will~~retail ~~initially~~locations bemeasuring onstrictly ~~licensing~~between 1,600 and ~~then ultimately franchising~~2,000 ~~our~~square ~~comprehensive~~feet. ~~system to~~This ~~independent~~lean ~~operators.~~footprint ~~This~~drastically ~~allows~~reduces ~~for~~structural ~~rapid~~lease ~~expansion~~acquisition costs, ~~scalability~~security deposits, and ~~minimizes~~localized ~~operational~~property ~~costs~~tax ~~associated with managing physical locations~~allocations.

To● ~~maintain~~Reduced ~~cost~~Build-Out ~~efficiency,~~and weLeasehold ~~have~~Costs: ~~identified and~~By ~~held~~eliminating ~~advanced~~extensive ~~discussions~~locker ~~with~~room ~~leading~~builds, ~~China-based~~large ~~exercise~~plumbing ~~equipment~~networks, ~~manufacturers.~~group Wefitness ~~plan~~rooms, toor ~~designate~~sprawling ~~one~~reception orareas, ~~more~~the asphysical ~~preferred suppliers~~construction phase is highly compressed. ~~These~~Franchisees ~~suppliers~~require ~~will~~significantly ~~sell~~less raw material and ~~ship~~contractor ~~equipment~~labor, ~~directly~~resulting toin ~~fitness~~total ~~center~~opening ~~locations,~~costs ~~streamlining~~that represent a fraction of the ~~process~~industry average for ~~operators~~premium ~~and reducing~~wellness ~~overall costs~~concepts.

~~Our~~● ~~R&D~~High-Yield ~~efforts~~Spatial ~~are~~Efficiency: ~~focused~~Despite onthe ~~continuously refining~~smaller ~~our~~footprint, ~~concept~~spatial ~~and~~throughput ~~ensuring~~is ~~its~~maximized. ~~effectiveness~~Because inthe ~~delivering~~EGYM ~~lasting~~smart ~~results.~~circuit Byoperates ~~combining~~on ~~personalized~~a ~~nutrition~~precise, ~~science-based exercise~~timed, ~~ongoing~~automated ~~assessments~~rotation, ~~and~~an ~~expert~~OnCore ~~medical~~facility ~~support,~~accommodates ~~the~~high ~~MedEx~~hourly ~~System~~client isvolume ~~uniquely~~per ~~positioned~~square tofoot, ~~revolutionize~~matching ~~the~~or ~~fitness~~exceeding ~~industry and provide immense value to both clients and operators. We are confident this innovative approach will capture market share and establish~~ the ~~Company~~monetization ascapacity aof ~~leader~~facilities intriple ~~the~~its ~~health~~physical ~~and wellness sector~~size.

1A2. Automated ~~Risk~~Lean ~~Factors.~~Operations & Labor Suppression

AnOnce operational, ~~investment~~an inOnCore ~~our~~center ~~common~~maintains ~~stock involves~~ a ~~number of~~structurally ~~very~~insulated ~~significant~~cost ~~risks.~~posture ~~You~~by ~~should~~removing ~~carefully consider~~ the ~~following~~single ~~risks~~highest ~~and~~expense ~~uncertainties~~item in ~~addition to other information in this prospectus in evaluating our company~~ brick-and ~~its business before purchasing shares of our company’s common stock. Our business, operating~~-mortar ~~results~~fitness ~~and~~models: ~~financial~~specialized ~~condition~~manual ~~could be seriously harmed due to any of the following risks~~labor. ~~You could lose all or part of your investment due to any of these risks.~~

9● The Micro-Staffing Labor Model: Traditional boutique concepts require front-desk receptionists, sales associates, and floor trainers. OnCore locations completely bypass this payroll drag via a micro-staffing framework, operating at peak capacity with only one to two employees on the floor during standard operating hours.

~~Risks~~● ~~Related~~Labor toSuppression ~~Our~~via ~~Business~~Floor Automation: The requirement for constant, 1-on-1 human supervision on the training floor is eliminated by the EGYM ecosystem. The smart machines automatically handle physical ergonomic adjustments, guide clients through repetition tracking via digital screens, and execute automated strength diagnostics.

We● ~~have~~Administrative ~~only~~Relief ~~commenced~~via ~~our~~AI ~~business~~Integration: ~~operations with~~Concurrently, our ~~first~~background ~~clinic~~Google asGemini AI nutrition platform handles the continuous generation of ~~February~~hyper-personalized ~~2024~~dietary ~~and~~plans, weremoving ~~have~~the anecessity ~~limited~~of ~~operating~~hiring ~~history~~expensive in-house nutritionists or clinical dietitians. IfFront-desk weadministrative ~~cannot~~overhead ~~successfully~~is ~~manage~~similarly ~~the~~automated ~~risks~~through ~~normally faced~~touchless bydigital ~~start-up~~onboarding ~~companies,~~portals ~~our~~and ~~business~~centralized ~~may~~SaaS ~~fail~~billing infrastructure.

The Company was initially formed on September 21, 2023, and has only begun to commence operations with our first clinic, which took place in February 2024. We ceased operations in June 2024, with the intention of relocating to a higher traffic location. Therefore, the company has a relatively limited operating history. There can be no assurance at this time that the Company will operate profitably or that it will have adequate working capital to meet its obligations as they become due. The Company believes that its success at this stage will depend in large part on its ability to (i) Successfully raise capital in future private placement share offerings (ii) Establish and operate additional clinics that provide positive cash flow and present opportunities for value enhancement (iii) Manage daily operations of future acquisitions profitably, given all of the risks. The Company has incurred operating losses in the initial stages of its business which may continue into the foreseeable future. The Company may not be successful in addressing the aforementioned risks, which may have a substantial adverse effect upon the Company’s business.10

Our prospects are subject to the risks and expenses encountered by start up companies, such as uncertainty regarding level of future revenue and inability to budget expenses and manage growth accordingly, and inability to access sources of financing when required and at rates favorable to us3. ~~Our limited operating history and~~ ~~the~~Financial ~~highly~~Implications ~~competitive nature of the health~~ and ~~wellness~~Accelerated ~~industry~~Path ~~make it difficult or impossible~~ to ~~predict future results of our operations. We may not develop a clinic business(s) that will make us profitable, which might result in the loss of some or all of your investment in our common stock.~~Profitability

The combination ~~fact~~of ~~that~~compressed weinitial ~~are~~development incosts and suppressed, low-overhead operating expenses lowers the ~~early~~traditional ~~development~~business break-even ofcurve. ~~our~~Driven ~~company~~by minimal rent and ~~that~~highly welimited ~~have~~payroll ~~only~~liabilities, ~~generated~~an ~~limited~~individual ~~revenue~~franchise ~~since~~center ~~our~~requires ~~incorporation~~a ~~raises~~low ~~substantial~~baseline ~~doubt~~client ~~about~~count to ~~our~~cover ~~ability~~monthly tooperational ~~continue~~expenses. Consequently, every subscription tier activated beyond the initial break-even point funnels directly asinto ahigh ~~going~~net ~~concern~~operating margins, asshielding ~~indicated~~local incenter ~~our~~operations ~~independent~~from ~~auditors’~~rising ~~opinion~~labor incosts ~~connection~~and ~~with~~accelerating ~~our~~the ~~audited~~path ~~financial~~to ~~statements~~profitability.

~~We are in the development stage and have generated limited revenues~~Corporate ~~since~~Financing ~~our~~Support inception on September 21, 2023. Since we are still in the early stages of developing our company and because of the lack of significant business operations as at March 31, 2025, our independent registered public accounting firm’s audit opinion includes an explanatory paragraph about our ability to continue as a going concern. We will, in all likelihood, continue to incur operating expenses without significant revenues until we become fully operational with our first clinic, which we intend to reopen in the near future. Our primary source of funds to date has been the sale of our common stock and advances from our President, Matthew Degelman. If we cannot identify and develop profitable clinics in the near future, we will not be able to general any significant revenues or income. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent registered public accounting firm’s audit opinion on the financial statements for the period ended March 31, 2025.Programs

10To accelerate international market penetration and lower capital barriers for highly qualified operators—specifically experienced personal trainers who may lack large liquid reserves—Medical Exercise Inc. has established a multi-tiered corporate financing support framework. By providing structural assistance in securing capital, the Company de-risks the launch phase for franchise partners, expanding our recruitment pipeline while safeguarding network quality.

NoOur financing ~~assurance~~support ofinfrastructure ~~profitability~~is deployed across three distinct capital pathways:

~~The health and wellness industry is very competitive~~1. ~~and~~Institutional ~~dependent~~Third-Party ~~upon~~Lending ~~the acceptance of the Company’s service offerings~~ and ~~the~~Advisory effectiveness of its marketing program to maintain and attract customers. There can be no assurance that our business plan will be successful or result in earning substantial revenues or profit or that investors will not lose their entire investment.Support

WeBecause the ~~will~~OnCore ~~need~~model ~~additional~~utilizes ~~capital~~a ~~for~~standardized ~~expansion~~real estate footprint and pre-packaged EGYM asset sets, ~~which~~ ~~may~~institutional orlenders ~~may~~view ~~not~~our beunit economics ~~available~~with high underwriting clarity.

We● ~~will~~SBA ~~need~~Loan ~~additional~~Navigation ~~funds~~Services: For franchisees expanding within the U.S. market, the Company provides dedicated corporate advisory support to ~~reopen~~navigate ~~our~~the ~~first clinic~~Small ~~and~~Business ~~develop~~Administration ~~new~~(SBA) ~~clinics~~loan framework, ~~including~~specifically ~~funds~~the ~~for~~SBA ~~construction,~~7(a) ~~tenant~~and ~~improvements,~~504 ~~furniture,~~loan ~~fixtures,~~programs. ~~equipment~~The corporate team assists candidates in assembling institutional-grade business plans, ~~training~~three-year ofpro-forma ~~employees~~financial projections, ~~permits,~~ and ~~other~~localized ~~expenditures~~demographic market analyses to accelerate loan approval velocities.

In● ~~the~~Equipment ~~future,~~Leasing weand ~~may~~Asset ~~seek~~Finance ~~additional~~Programs: ~~equity~~The ~~or debt~~Company ~~financing~~maintains tocorporate ~~provide~~relationships ~~funds~~with sopremier ~~that~~third-party weasset-finance ~~can~~groups ~~develop additional clinics~~ and~~/or~~ toequipment ~~pay~~leasing ~~down~~networks ~~debt. Such~~across ~~financing~~North ~~may not be available or may not be available on satisfactory terms~~America. If ~~financing~~Because iscore ~~not~~capital ~~available~~expenditures onare ~~satisfactory~~concentrated ~~terms,~~in ~~we may be unable to realize our business expansion plans. While debt financing will enable us to add more clinics than we otherwise would be able to add~~durable, ~~debt~~technology-dense ~~financing increases~~physical ~~expenses~~assets ~~and~~(such ~~is limited~~ as toEGYM ~~availability~~smart ~~due~~circuits toand ~~our~~InBody ~~past~~770 ~~financial results~~scanners), ~~and~~ we ~~must~~assist ~~repay~~franchisees ~~the~~in ~~debt~~securing ~~regardless~~asset-backed ofequipment ~~our~~leases ~~operating results. Future equity financings will likely result in dilution~~ to ~~our~~preserve ~~stockholders,~~their ~~and~~liquid ~~that~~working ~~dilution could be significant~~capital.

~~We face risks associated with the planned~~2. ~~future~~Direct ~~expansion~~Franchisor ofFinancing ~~our~~(Select ~~operations.~~ Cases)

~~Management~~In ~~has~~highly ~~determined~~select, ~~that~~strategically ~~the~~vital ~~success~~cases, ofMedical ~~our~~Exercise ~~business~~Inc. ~~strategy~~may ~~depends~~extend ondirect ~~our~~credit ~~ability~~facilities toor ~~expand~~partial ~~the~~franchisor ~~number~~financing ofdirectly to ~~our~~the ~~clinics on an ongoing basis~~candidate. ~~Our~~ ~~success~~This ~~also~~internal ~~depends~~capital onallocation ~~our~~is ~~ability~~strictly togated ~~operate~~ and ~~successfully~~reserved ~~manage~~for ~~our~~premier ~~daily~~professionals ~~operations.~~requiring ~~Our~~minor ~~ability~~capital ~~to expand successfully will~~bridge ~~depend upon a number of factors, including the following~~optimization:

● Deferred Initial Franchise Fee Notes: On a case-by-case basis, the ~~availability~~Company ~~and~~may ~~cost~~structure a partial amortization or short-term deferral of ~~suitable~~the ~~clinic~~upfront ~~locations~~franchise ~~for~~fee, ~~development;~~converting a portion of the initial licensing payment into a structured corporate note payable over the first 12 to 24 months of operations.

● ~~the~~Equipment ~~hiring,~~Bridging ~~training~~Allocations: Where local third-party lending requires minor gap equity to complete an asset acquisition, ~~and~~the ~~retention~~Company may directly finance a subset of ~~additional~~the ~~management~~facility's ~~and~~smart ~~clinic~~technology ~~personnel;~~stack. These internal notes are secured by a priority lien on the physical equipment assets of the specific franchise location, ensuring the Company retains strong asset backing.

~~● the availability of adequate financing;~~11

●3. ~~the~~Strategic ~~continued~~Implications ~~development~~for ~~and~~Network ~~implementation of management information systems;~~Growth

●By ~~competitive~~deploying ~~factors;~~this comprehensive capital support matrix, the Company effectively insulates its franchise development pipeline from broader macroeconomic credit tightening. Facilitating, structuring, and occasionally anchoring the financing layer establishes a defensible, rapid-deployment framework that drives predictable corporate expansion, accelerates royalty-generating center openings, and builds a stable network of high-performing owner-operators.

●Multi-Unit ~~general~~Growth ~~economic and business conditions.~~Opportunities

~~Increased construction~~To ~~costs~~maximize ~~and~~market ~~delays resulting from governmental regulatory approvals~~penetration, ~~strikes,~~capture orlocalized economies ~~work~~of ~~stoppages~~scale, ~~adverse weather conditions,~~ and ~~various~~attract ~~acts~~sophisticated ofportfolio ~~God~~operators, ~~may~~Medical ~~also~~Exercise ~~affect~~Inc. ~~the~~utilizes ~~opening~~an ofinstitutional-grade ~~new~~growth ~~clinics in the future~~architecture. ~~Newly~~ Rather ~~opened~~than ~~clinics~~executing ~~may operate at~~ a ~~loss~~center-by-center ~~for a~~expansion, ~~period~~the ~~following~~Company ~~their~~deploys ~~initial~~a ~~opening. The~~scalable ~~length~~Area ofDevelopment ~~this~~Agreement ~~period~~(ADA) ~~will~~framework ~~depend~~to ~~upon~~rapidly scale ~~a number of factors, including~~ the ~~time~~OnCore ~~of the~~brand ~~year~~across ~~the~~North ~~clinic~~America isusing ~~opened,~~data-stratified ~~the~~territories ~~sales volume,~~ and ~~our~~regional ~~ability~~entrepreneurial ~~to control costs~~partners.

~~We may not successfully achieve our expansion goals~~1. ~~Additional~~Data-Driven ~~clinics~~Market that we develop may not be profitable. In addition, the opening of additional clinics in an existing market may have the effect of drawing customers from and reducing the sales volume of our existing clinics in those markets.Segmentation

11Based on extensive demographic and psychographic mapping isolating high-density population nodes with strong disposable income and concentrations of our core 40+ longevity demographic, the Company has segmented the North American market into two primary operational pipelines:

~~Failure~~● toThe ~~respond~~United toStates ~~change~~Market: Segmented into 50 distinct regional territories representing major metropolitan or multi-county clusters.

If● ~~the~~The ~~Company~~Canadian ~~fails~~Market: toSegmented ~~introduce~~into ~~new~~5 ~~treatments and~~distinct ~~services~~master interritories ~~the~~capturing ~~clinics~~primary weprovincial ~~may own~~ and ~~operate~~regional inpopulation ~~the future and streamline its services to coincide with customer demand and preferences~~corridors, ~~customers~~ ~~may~~starting ~~forego~~in ~~the~~Western ~~use of the Company’s services and use those of competitors~~Canada. To remain competitive, the Company must continue to enhance and improve its clinics’ products and services offerings. If competitors introduce new products and services, or if new industry standards and practices emerge, there is a risk that the company may not successfully adapt accordingly to meet customer shifting demands.

~~Our~~2. ~~target~~The ~~market~~Area ~~for~~Development ~~our~~Manager ~~clinic business in which the Company intends to compete is intensely competitive.~~Framework

WeTo ~~compete~~execute ~~with a variety of established competitors in~~ this ~~market.~~regional ~~These competitors may have longer operating histories~~rollout, ~~greater name recognition, established customer bases, and substantially greater financial, technical and marketing resources than~~ the Company. enters ~~The~~into ~~Company~~definitive ~~believes~~territorial ~~that~~contracts ~~the~~with ~~principal~~qualified ~~factors~~individuals ~~affecting~~designated ~~competition in~~as ~~its~~Area ~~proposed~~Development ~~market~~Managers ~~include degree of name recognition~~ (~~goodwill~~ADMs),. ~~ability~~This tostructure decentralizes ~~differentiate~~local ~~its~~development. ~~product~~To ~~and~~ensure ~~service~~absolute ~~offerings,~~operational ~~developing aesthetic and pleasing clinic interiors~~alignment, ~~maintaining~~each aADM ~~high~~must ~~level~~first ofbecome ~~customer~~an ~~service~~active ~~and~~OnCore ~~customer~~franchisee ~~satisfaction, and the ability to effectively~~by ~~respond~~personally toowning ~~changing customer needs~~ and ~~preferences.~~operating ~~Currently,~~an ~~there~~initial ~~are~~local nocenter. ~~significant~~This ~~proprietary~~operational orfoundation ~~other~~guarantees ~~barriers~~first-hand mastery of ~~entry~~the ~~that~~EGYM ~~could~~automated ~~keep~~circuit, ~~potential~~Google ~~competitors~~Gemini ~~from~~AI ~~developing~~nutrition ~~product~~integration, and ~~service~~micro-staffing ~~offerings~~unit ~~and~~economics before providing ~~competing~~field ~~services~~support into ~~the~~subsequent ~~Company’s market~~franchisees.

~~There~~3. ~~can~~Dynamic beRevenue noSharing assurance that the Company will be able to compete successfully in the future, or that future competition will not have a material adverse effect on the business, operating results and financial condition of the Company.Architecture

~~Potential~~ADMs are contractually responsible for ~~indebtedness~~marketing the OnCore concept, vetting prospective franchise applicants (targeting experienced personal trainers), and providing quality-control compliance auditing across their designated territory. In exchange for managing regional build outs and maintaining brand integrity, the Company structures a multi-tiered revenue-sharing loop:

~~There~~● isFranchise noFee ~~assurance~~Participation: ~~that~~The ~~the~~ADM ~~Company~~receives ~~will~~a ~~not incur~~contractually ~~debt~~specified inpercentage ~~the~~of ~~future, that it will have sufficient funds to repay its indebtedness or that~~ the ~~Company~~upfront ~~will~~Initial ~~not~~Franchise ~~default~~Fee onfor ~~its~~every ~~debt, jeopardizing~~new ~~its~~franchise ~~business~~storefront ~~viability.~~awarded ~~Furthermore,~~within ~~the~~their ~~Company~~territorial ~~may not be able to borrow or raise additional capital in the future to meet the Company’s needs or to otherwise provide the capital necessary to conduct its business~~boundaries.

~~Our~~● ~~assets~~Recurring ~~may~~Royalty ~~become~~Participation: ~~impaired~~The ~~due~~ADM toreceives ~~changing and~~an ~~adverse~~ongoing, ~~economic~~monthly ~~conditions~~share of the gross revenue Royalty Payments generated by all operational franchise centers within their region.

Our assets may become impaired due to changing economic conditions. When we encounter a “triggering” event, decide to close a clinic, or perform a periodic review of our marginally performing locations in the future, we may have to record appropriate asset impairment charges if necessary. The amount of impairment charges and the allocation of goodwill, if any, is based upon assessments of current and future economic conditions and their estimated impact on our ability to recover our investment in long-lived assets. Even in strong economic conditions, there can be conditions or local situations that might require the recording of asset impairment charges. In the future, we intend to perform periodic asset impairment tests and as a result, it is possible that we will record future asset impairment charges.12

124. Encouraging and Enabling Multi-Unit Franchisees

WeBeneath ~~anticipate~~the ~~that~~Area weDevelopment ~~may~~layer, ~~incur~~our ~~significant~~system ~~debt~~enables inmulti-unit ~~the~~ownership ~~future~~among individual operators. Because an individual OnCore center requires a minimized footprint (1,600 to 2,000 square feet) and weoperates ~~may~~on bea ~~unable~~streamlined micro-staffing model, managing multi-unit clusters is highly efficient. ADMs actively facilitate multi-unit pathways for top-performing trainers and local operators, allowing them to ~~meet~~secure ~~the~~multi-store ~~associated~~clusters ~~debt~~within ~~obligations~~a territory. ~~over~~This ~~time~~structural clustering minimizes redundant administrative overhead, consolidates regional digital marketing spend via www.oncorelongevity.com, and compresses customer acquisition costs.

WeBy ~~anticipate~~unifying ~~that we may incur significant indebtedness in the future in connection with~~ our ~~growth~~55 ~~strategy.~~North AsAmerican ~~of March 31, 2025, we had debt of $79,548 in the form of shareholders’ advances which~~territories isunder ~~all current. However~~experienced, inaligned ~~the~~Area ~~process~~Development ofManagers ~~financing~~incentivized ~~future clinics, we may incur debt which may include financial covenants which may limit the amount we can further borrow. If we fail~~ to ~~meet~~foster ~~any~~multi-unit ~~financial covenants~~growth, ~~our~~Medical ~~lenders~~Exercise ~~could call their loans immediately~~Inc. ~~There~~positions itself ~~can~~for behyper-efficient, noasset-light ~~assurance~~international wescaling ~~will continuously meet these covenants in the future. We anticipate~~ that ~~the~~replaces ~~assets~~corporate ofcapital ~~all~~expenditures ofwith ~~the~~local ~~clinics~~entrepreneurial ~~which we may acquire in the future will be pledged directly or indirectly to secure our debt obligations~~drive.

~~Our~~Optimized ~~future~~Real ~~borrowings~~Estate ~~may involve substantial interest expense.~~Footprint

~~Our~~The ~~borrowings~~physical ~~may~~infrastructure ~~result~~of inan ~~interest~~OnCore ~~expense~~Longevity ~~that~~Center ~~may~~is ~~restrict~~engineered ~~our~~to ~~ability~~disrupt totraditional ~~operate~~commercial ~~profitably~~fitness and ~~increase~~medical ~~financial~~clinic ~~risk~~real estate models. ~~Additionally~~Boutique fitness franchises frequently over-index on capital-intensive spaces ranging from 5,000 ~~current~~to ~~interest~~over ~~rates~~20,000 ~~are~~square atfeet, ~~historically~~introducing extreme fixed-cost exposure and high ~~low~~break-even ~~levels~~thresholds, while medical clinics often occupy obscured office parks. If ~~interest~~OnCore ~~rates~~bypasses ~~were~~these toinefficiencies ~~increase~~by standardizing a high-throughput, ~~our~~micro-studio ~~interest~~retail ~~costs~~model ~~would~~measuring ~~also~~strictly ~~increase~~between 1,600 ~~adding~~and ~~further~~2,000 ~~risk~~square ~~and~~feet ~~uncertainty.~~to ~~We must~~maximize ~~make~~spatial ~~these~~efficiency, ~~interest~~suppress initial ~~payments~~build-out ~~regardless~~costs, ofand ~~our~~guarantee ~~operating~~high ~~results~~visibility.

~~The~~Our ~~Company’s~~real ~~success~~estate isfootprint ~~substantially dependent~~governs onsite ~~the~~selection, construction, ~~performance~~and ofmonetization ~~its~~through ~~executive~~three ~~officers~~strategic ~~and key employees.~~mandates:

~~The immediate loss of the services of any members of our senior management team, without a reasonable period of transition, could have a material adverse effect on our business~~1. WePremium ~~do not~~High-Visibility ~~maintain~~Retail any life insurance on these senior executives. Given the Company’s early stage of development in the Clinic industry, the Company is dependent on its ability to retain and motivate high quality personnel. Although the Company believes it will be able to attract, retain and motivate qualified personnel for such purposes, an inability to do so could materially adversely affect the Company’s ability to market, sell, and enhance its products and services. The loss of one or more of its employees or the Company’s inability to hire and retain other qualified employees could have a material adverse effect on the Company.Positioning

~~Uninsured~~Our ~~losses~~site-selection criteria target high-traffic, A-grade retail strip centers, lifestyle plazas, and grocery-anchored commercial hubs. Positioning OnCore centers directly in the daily paths of our core 40+ demographic transforms the physical facility into a passive customer-acquisition tool. Continuous exposure of our premium exterior branding to affluent consumers drives organic foot traffic and reduces a franchisee's reliance on high-cost local digital advertising campaigns.

~~There is no assurance that the Company will not incur uninsured liabilities and losses as a result of the conduct of its proposed business~~2. ~~The~~Elimination ~~Company plans to maintain comprehensive liability and property insurance at customary levels. The Company will also evaluate the availability and cost~~ of ~~business~~Non-Revenue-Generating ~~interruption~~Square ~~insurance when necessary. However, should uninsured losses occur, the shareholders could lose their invested capital.~~Footage

~~The~~Every ~~Company~~square ~~may~~inch ~~have~~of ~~liabilities~~an OnCore facility is mathematically optimized to ~~affiliated~~support client throughput and generate subscription revenue, eliminating non-monetized overhead like multi-stall locker orrooms ~~unaffiliated~~and ~~lenders~~group exercise studios:

~~These~~● ~~liabilities~~Minimalist ~~would~~Amenity ~~represent~~Footprint: ~~fixed~~Because ~~costs which~~our ~~would~~automated behigh-intensity ~~required~~circuits toare bebrief ~~paid~~and ~~regardless~~controlled, ofclients ~~the~~typically ~~level~~arrive ofand ~~profitability~~depart ~~experienced~~in byworkout ~~the Company~~attire. ~~There~~This isallows nous ~~assurance that the Company will be able~~ to ~~pay~~replace ~~all~~massive oflocker ~~its~~blocks ~~liabilities.~~with ~~Furthermore~~simple, ~~the~~upscale ~~Company~~individual ischanging ~~always~~rooms ~~subject to the risk of litigation from customers, employees, suppliers or others because of the nature of its business. Litigation could cause the Company to incur substantial expenses~~ and, ifa ~~cases~~clean ~~are~~restroom ~~lost, judgments and awards could add to the Company’s costs~~footprint.

13● Turnkey Spatial Allocation: The vast majority of the 1,600 to 2,000 square foot floor plan is dedicated directly to revenue production: housing the automated EGYM smart circuit, the central EGYM Hub onboarding interface, the InBody 770 diagnostic station, and a streamlined private alcove for Google Gemini AI nutrition planning and external telehealth consultations.

~~Our Directors and Officers may not be able to devote sufficient time~~13

Our Directors and Officers may not be able to devote sufficient time to our business affairs, which may negatively affect our ability to conduct our ongoing operations and our ability to generate revenues3. AsCompressed ~~Directors~~Capital ofExpenditures ~~Medical Exercise Inc., the role of Mr. Matthew Degelman~~ and ~~Mr. Max Lemos is to ensure all private~~Accelerated ~~placement~~Build-Out funding is conducted in accordance with all securities legislation; that all accounting functions are complete and accurate and prepared in a timely fashion; and, to ensure all Federal and State public filings are complete and accurate.Cycles

~~Because~~Constraining our ~~Officers,~~physical ~~Directors~~facility ~~and Principal~~requirements ~~Shareholders~~to ~~control~~ a ~~majority~~uniform ofmicro-studio ~~our~~footprint ~~common~~lowers ~~stock,~~financial ~~investors~~and ~~will~~operational ~~have~~friction ~~little~~for orfranchise nopartners ~~control~~and ~~over~~Area ~~our~~Development ~~management or other matters requiring shareholder approval.~~Managers:

~~Our~~● ~~Officers~~Suppressed ~~and~~Leasehold ~~Directors~~Improvement ~~and~~Costs: ~~their~~A ~~affiliates,~~smaller infootprint ~~the~~requires ~~aggregate, beneficially~~fewer ~~own~~raw ~~approximately~~building ~~81% of issued and outstanding shares of our common stock. As a result~~materials, ~~they~~lower ~~have~~contractor ~~the~~labor ~~ability to control matters affecting minority shareholders~~hours, ~~including the election of our directors, the acquisition or disposition of our assets,~~ and ~~the future~~reduced ~~issuance~~HVAC oftonnage ~~our shares~~allocations. ~~Because~~This ~~our~~drastically ~~Officers,~~reduces ~~Directors and Principal Shareholders control~~ the ~~company,~~total ~~investors~~upfront ~~will~~capital ~~not~~expenditure be(CapEx) ~~able~~ required to ~~replace~~transform ~~our~~a ~~management~~raw ifcommercial ~~they~~space ~~disagree~~into ~~with~~an ~~the~~operational ~~way~~OnCore ~~our business is being run~~location. Because control by these insiders could result in management making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.

~~Because~~● weExpedited ~~can~~Permitting ~~issue~~and ~~additional~~Construction ~~common shares,~~Timelines: ~~purchasers~~Due to the absence of ~~our~~complex ~~common~~plumbing ~~stock~~grids ~~may~~or ~~incur~~heavy ~~immediate~~structural ~~dilution~~alterations, municipal zoning approvals, building permits, and ~~may~~physical ~~experience~~construction ~~further~~cycles ~~dilution~~are highly compressed. This minimizes the period of "dead rent," allowing franchisees to transition swiftly from lease signing to active, revenue-generating operations.

WeBy ~~are~~establishing ~~currently~~this ~~authorized~~disciplined toretail ~~issue up to 100~~blueprint,~~000,000 common shares,~~ ofMedical ~~which~~Exercise ~~12,327,000~~Inc. ~~are~~provides ~~issued~~its ~~and~~franchise ~~outstanding~~network atwith ~~the~~a ~~time~~high-margin, ofasset-light ~~this~~real ~~filing.~~estate ~~Our~~model, ~~board~~unlocking ofaccess ~~directors has the authority~~ to ~~cause~~premium ~~our company~~spaces unavailable to ~~issue~~larger-format ~~additional~~competitors ~~shares~~and ofallowing ~~common stock without~~ the ~~consent~~brand ofto ~~any~~establish ~~of our shareholders. Consequently~~dense, ~~our~~high-yield ~~shareholders~~regional ~~may experience more dilution in their ownership of our company in the future~~clusters.

~~Risks~~Private-Pay, ~~Related~~Cash-Based toRevenue ~~the~~Model ~~Industry~~with Zero Insurance Administrative Burden

~~Lack~~A foundational economic pillar of ~~Consumer~~Medical ~~Confidence~~Exercise Inc.’s restructured business model is our absolute rejection of traditional third-party medical reimbursement architectures. OnCore Longevity Centers operate exclusively on a private-pay, cash-based consumer subscription framework, choosing not to accept, process, or interface with private health insurance providers, managed care networks, or federal healthcare programs such as Medicare and Medicaid.

~~The~~By ~~health~~removing ~~and~~third-party ~~wellness~~payers, ~~industry~~we ~~faces~~insulate ~~the daily~~our ~~risk~~unit ~~that~~economics from the ~~quality~~structural ofchallenges ~~its~~plaguing ~~product and service may not be 100% consistent and as a result customers may be lost. There can be no assurance that~~ the ~~Company~~healthcare ~~will be able to consistently maintain customer confidence in its product services on a daily basis~~ and ~~entirely~~rehabilitation ~~eliminate the risk of customer loss. If the Company’s efforts are unsuccessful~~sectors, itcreating ~~could have~~ a ~~material~~high-margin ~~adverse~~revenue ~~effect on the Company’s~~model ~~business,~~for ~~financial~~our ~~condition~~franchise ~~and the results of operations~~network.

We1. ~~face~~Complete ~~risks~~Elimination ~~associated~~of ~~with~~Insurance ~~changes in~~Administrative ~~general economic and political conditions that affect consumer spending.~~Friction

~~Adverse~~Operating ~~economic~~within ~~conditions~~insurance ~~and~~networks ~~any~~requires high-cost ~~related~~administrative ~~decrease in~~staff ~~discretionary~~dedicated ~~spending~~to bymedical ~~our~~coding, ~~customers~~claims ~~may~~submissions, ~~have~~pre-authorizations, anand ~~adverse~~appeals. ~~effect~~OnCore oneliminates this bottleneck. Because our ~~revenues~~centers ~~and~~operate ~~operating~~on ~~results.~~a ~~When~~straight ~~the~~consumer-to-business ~~economy~~(C2B) ~~struggles~~payment structure, franchisees face zero billing friction, ~~our~~removing ~~customers~~requirements ~~may~~for ~~become~~specialized ~~more~~billing ~~apprehensive~~clerks ~~about~~or ~~the~~external ~~economy~~clearinghouses. ~~and~~This ~~reduce~~systemic ~~their~~relief ~~level~~is ofa ~~discretionary~~primary ~~spending. We~~driver ~~believe~~of ~~that~~our micro-staffing alabor ~~decrease~~model, inallowing ~~discretionary~~a ~~spending~~center ~~could~~to ~~impact~~maintain ~~the~~optimal ~~frequency~~floor operations with ~~which~~only ~~our~~one ~~customers~~to ~~choose~~two toemployees ~~seek~~per ~~treatment~~shift, ~~thereby~~suppressing ~~decreasing our~~fixed ~~revenues~~payroll liabilities.

142. Elimination of Accounts Receivable Risk and Compressed Cash Cycles

WeTraditional ~~face~~insurance-facing ~~risks~~businesses ~~that~~suffer from ~~affect~~volatile cash flows, with claims frequently remaining in accounts receivable (A/R) for 60 to 120 days before liquidation. OnCore converts this framework into a predictable cash cycle. All packages—including entry-level tiers of approximately $99 per month—are billed electronically via automated clearing house (ACH) bank drafts or credit card networks through our centralized SaaS digital ecosystem. Revenue is captured upfront at the ~~health~~commencement of each billing period, eliminating A/R liabilities, bad-debt collection expenses, and ~~wellness~~insurance ~~industry~~"claw inbacks" ~~general~~while providing immediate liquidity to fund local operations.

A variety of factors over which we have no control may affect the ownership and operation of clinics. These factors include adverse changes in national, regional, or local economic or market conditions; increased costs of labour or products; fuel, utility, and energy and other price increases; competitive factors; the number, density, and location of competitors; and changing demographics, traffic patterns, and consumer tastes, habits, and spending priorities.14

~~Third parties may file lawsuits against us based on discrimination, personal injury, claims for injuries, or other claims~~3. ~~Our~~ ~~business~~Autonomy ~~could~~of beCare ~~adversely affected by publicity about product quality, illness, injury, other health~~ and ~~safety~~Consumer-Driven concerns or operating issues at one clinic or a limited number of clinics operated under the same name, whether or not we actually own or manage the clinics in question. We cannot predict any of these factors with any degree of certainty. Any one or more of these factors could have a material adverse effect on our business.Valuation

~~Employees~~Third-party ~~may~~reimbursement ~~file~~models ~~claims~~dictate orthe scope ~~lawsuits~~of ~~against us~~care ~~based~~via onarbitrary ~~discrimination~~clinical orguidelines ~~wrongful~~and ~~termination~~restrictive orbilling ~~based~~codes, ~~upon~~limiting ~~their~~revenue ~~rights~~potential. ~~created~~The byOnCore ~~the~~model ~~state~~shifts ~~laws~~control to ~~wherein~~the weconsumer doand ~~business~~operator. ~~These claims~~Our orsubscription ~~lawsuits~~pricing ~~could~~is ~~result~~positioned into ~~unfavourable~~be ~~publicity~~competitive ~~and~~with ~~could~~traditional ~~have~~wellness aconcepts, ~~material~~often ~~adverse~~falling below ~~effect~~the onout-of-pocket ~~our~~co-payment ~~business~~levels required by premium insurance plans for standard clinical visits.

WeBecause ~~face~~our ~~rising~~core ~~insurance~~40+ ~~costs~~demographic pays out-of-pocket, they approach programming with high personal commitment. Our automated EGYM BioAge tracking metrics and Google Gemini AI nutrition plans provide empirical proof of physical progression, validating the monthly investment and driving high customer lifetime value (LTV) and low subscription churn.

~~The~~By ~~cost~~establishing ofthis ~~insurance~~private-pay ~~(workers~~financial ~~compensation insurance~~blueprint, ~~general~~Medical ~~liability~~Exercise ~~insurance,~~Inc. ~~health~~protects ~~insurance,~~corporate ~~and~~royalty ~~directors~~streams and ~~officers’~~franchise ~~liability~~operating ~~insurance)~~margins ~~has~~from ~~risen~~government ~~significantly~~regulatory inpricing ~~the~~shifts, reimbursement ~~past~~reductions, ~~few years~~ and isinflation-driven ~~expected~~administrative tooverhead, ~~continue~~allowing ~~to increase in 2025. We may be unable to make~~ the ~~improvements~~network ~~in our operations~~ to ~~mitigate~~ ~~the~~focus ~~effects~~on ofpredictable ~~increased~~financial ~~frequency and higher costs~~scaling.

WeOur ~~face~~Industry ~~intense~~& ~~competition.~~Market Trends

The ~~health~~Longevity and ~~wellness~~Healthy ~~industry~~Lifespan in general is highly competitive with respect to price, service, and product type and quality. Clinic operators also compete for attractive clinic sites and qualified clinic personnel and managers. Our clinics will compete with a large number of other clinics, including national and regional clinic chains and franchised clinic systems, as well as with locally owned, independent clinics. Many of our competitors have greater financial resources, more experience, and longer operating histories than we possess.Economy

WeThe ~~face~~global ~~risks~~health ~~associated~~and ~~with~~wellness ~~government~~industry is undergoing ~~regulation~~a structural paradigm shift from traditional, reactive fitness models toward an advanced macro-economy centered on longevity and healthy lifespan extension. Historically, commercial fitness targeted younger demographics focused on short-term aesthetic outcomes, while the medical system remained heavily reactive, engaging consumers only after the onset of chronic disease or physical frailty.

~~While~~This wedivide ~~are~~has ~~not~~driven ~~a medical, physical therapy or chiropractic provider that require special licenses,~~ the ~~health~~emergence ~~and wellness industry is subject to general licensing and regulation by the state and local departments and bureaus~~ of, ~~health, sanitation, and fire and to periodic review by~~ the ~~state and municipal authorities~~global ~~for~~longevity ~~areas~~market. inAccording ~~which~~to ~~the~~institutional ~~clinics~~industry ~~are located. Primarily~~data, the ~~company~~global ~~must~~longevity ~~comply~~market ~~with~~is ~~very~~valued ~~stringent~~at ~~health~~approximately ~~regulations~~$29 ~~designed to~~billion ~~protect~~and ~~the~~is projected ~~public or its ability~~ to ~~operate~~expand ~~will be restricted. Some jurisdictions may impose restrictions, licensing requirements, or prohibitions on the company’s products and services. In addition, we are subject~~ to ~~local~~$67 ~~land~~billion ~~use,~~by ~~zoning~~2035, ~~building, planning,~~exhibiting ~~and~~a ~~traffic~~compound ~~ordinances~~annual ~~and~~growth ~~regulations~~rate in(CAGR) ~~the selection and acquisition~~ of ~~suitable~~over ~~sites for constructing new clinics~~9. ~~Delays~~4% inthrough ~~obtaining,~~the ~~or denials of, or revocation or temporary suspension of, necessary licenses or approvals could have a material adverse~~2026–2035 ~~impact~~forecast ~~on our development of clinics~~period.

15This market acceleration is driven by three intersecting economic, demographic, and behavioral trends:

~~Various~~● ~~Federal,~~The ~~State,~~Proactive ~~and~~"Health ~~local~~Span" ~~laws~~Mandate: ~~affect our~~Modern ~~business. The~~consumers ~~development~~are ~~and~~shifting ~~operation~~personal ofobjectives ~~clinics~~from ~~depend~~simple to"lifespan" aextension ~~significant~~to ~~extent~~"health onspan" optimization—the ~~selection~~preservation ~~and acquisition~~ of ~~suitable sites. These~~physical ~~sites are subject to zoning~~mobility, ~~land~~cellular ~~use~~health, ~~environmental, traffic,~~ and ~~other~~metabolic ~~regulations~~resilience offree ~~state~~from ~~and~~functional ~~local governmental agencies~~disability. ~~City~~ ~~ordinances~~This orbehavioral ~~other~~shift ~~regulations,~~creates orsustained ~~the~~demand ~~application~~for ~~of such ordinances or regulations~~specialized, ~~could~~non-clinical ~~impair~~longevity ~~our~~centers ~~ability to~~delivering ~~construct~~scientifically ~~clinics~~validated, indata-backed ~~desired~~wellness ~~locations and could result in costly delays~~modalities.

~~The~~● ~~delay~~Demographic orExpansion ~~failure~~of tothe ~~obtain~~40+ or"Silver ~~maintain~~Economy": ~~any licenses~~The ormature ~~permits~~demographic ~~necessary~~represents ~~for~~one ~~operations~~of ~~could~~the ~~have~~most aeconomically ~~material~~resilient ~~adverse~~and ~~effect~~wealthy onconsumer ~~our~~segments ~~business~~in history. In ~~addition,~~the anUnited ~~increase~~States, ~~in the~~adults ~~minimum~~aged ~~wage~~50 ~~rate,~~and ~~employee~~older ~~benefit~~generate ~~costs,~~more ~~costs~~than of$12.5 ~~installing~~trillion ~~fixtures~~in orannual ~~accommodations~~economic ~~for~~activity, ~~handicapped~~driving ~~individuals~~a orsubstantial ~~other~~share ~~costs associated~~of ~~with~~total ~~employees~~discretionary ~~could~~consumer ~~adversely~~spending. ~~affect~~Experiencing ~~our~~the ~~business. We~~natural, ~~also~~age-related ~~are~~acceleration ~~subject~~of ~~laws~~sarcopenia and ~~regulations~~metabolic ~~that~~drift, ~~among~~these ~~other~~affluent ~~things, may~~consumers ~~require~~exhibit usa tohigh ~~install~~willingness ~~certain~~to ~~fixtures~~allocate orout-of-pocket ~~accommodations~~capital intoward ~~new~~premium, ~~clinics~~private-pay orlongevity tosubscriptions ~~renovate~~that ~~existing~~yield ~~clinics~~measurable improvements to ~~meet~~functional ~~federally~~autonomy, ~~mandated requirements~~bypassing insurance networks.

At● ~~present,~~Convergence ~~the~~of ~~Company~~Smart ~~does~~Technology ~~not~~and ~~anticipate~~Precision ~~that any~~Diagnostics: ~~potential~~The ~~restrictions~~modern orlongevity ~~licensing~~economy ~~requirements~~is inheavily ~~its~~enabled ~~target~~by ~~markets~~technological ~~will~~advancements. ~~hinder~~Consumers ~~its~~demand ~~ability~~institutional-grade topersonalization ~~operate~~backed ~~successfully~~by empirical proof. ~~However, no~~The ~~assurance~~industry ~~can~~has beentered ~~made~~an ~~that~~era inof ~~the~~"closed ~~future~~loop" ~~new~~health ~~restrictions~~optimization, ~~prohibitions~~where orkinetic ~~licensing~~data ~~requirements~~from ~~will~~smart ~~not~~training ~~arise~~ecosystems, ~~which~~body ~~would~~composition ~~materially adversely~~tracking, ~~affect~~and ~~the~~artificial ~~Company’s~~intelligence ~~business,~~converge ~~operating~~to ~~results~~output adaptive programming. Furthermore, ~~and~~the ~~financial~~widespread ~~condition~~adoption of metabolic weight-optimization pharmaceuticals (such as GLP-1 receptor agonists) has triggered massive consumer awareness regarding the ~~Company~~critical importance of preserving lean skeletal muscle mass.

~~Litigation could have a material adverse effect on our business.~~15

~~Litigation~~Medical Exercise isInc., ~~common~~through inits ~~the~~OnCore ~~health~~Longevity ~~and~~Centers ~~wellness industry.~~franchise Wenetwork, ~~may~~is ~~from~~strategically ~~time~~positioned toat ~~time be~~ the ~~subject~~center of ~~complaints~~this ~~or litigation from clients alleging treatment related illness, injury,~~macroeconomic orconvergence. ~~other~~By ~~product~~integrating ~~quality,~~advanced ~~health,~~EGYM orsmart-strengthening ~~operational~~circuits ~~concerns. We~~with ~~may~~background beGoogle ~~adversely~~Gemini ~~affected~~AI byprecision ~~publicity~~nutrition ~~resulting from such allegations~~engines, ~~regardless~~the ofCompany ~~whether~~capitalizes ~~such~~on ~~allegations~~the ~~are~~global ~~valid~~shift ortoward ~~whether~~data-driven, wepreventative ~~are~~health ~~liable. We~~span ~~are~~extension, ~~also~~capturing ~~subject~~premium tomarket ~~complaints~~share ~~or allegations from~~within ~~former or prospective employees from time to time. A lawsuit or claim could result in~~ an ~~adverse~~industry ~~decision against us~~ that ~~could have~~is astructurally ~~material~~insulated ~~adverse~~from ~~effect~~broader oneconomic ~~our business~~cyclicality.

~~Risks~~The ~~Associated~~Convergence ~~with~~of ~~Our~~Smart ~~Common~~Fitness, ~~Stock~~Bio-Stratification, and AI Nutrition

~~There~~The iscore noof ~~active~~OnCore ~~trading~~Longevity ~~market~~Centers' ~~for~~value ~~our~~proposition ~~common~~is ~~stock~~the ~~and~~technical ifsynthesis aof ~~market~~three ~~for~~health ~~our~~disciplines: ~~common~~automated ~~stock~~smart ~~does~~fitness, ~~not~~algorithmic ~~develop~~bio-stratification, ~~our~~and ~~investors~~generative ~~will~~artificial intelligence benutrition. ~~unable~~Historically, these verticals have been isolated, forcing consumers to ~~sell~~manage ~~their~~uncommunicative ~~shares~~applications and accept impersonalized advice.

~~There~~Medical isExercise ~~currently~~Inc. nounifies ~~active~~these ~~trading~~vectors ~~market for our common stock and~~into ~~such~~ a ~~market~~centralized ~~may~~digital ~~not~~stack ~~develop~~integrating orEGYM besmart-strengthening ~~sustained.~~hardware, Weresearch-grade ~~currently~~InBody ~~plan~~770 tobioelectrical ~~apply~~impedance ~~to have our common stock quoted on the OTC Markets OTCQB. However~~analysis, weand ~~cannot provide our investors with any assurance that our common stock will be traded on~~ the ~~OTC~~Google ~~Markets~~Gemini ~~OTCQB~~AI ~~or,~~enterprise ~~if traded, that a public market will materialize~~engine. IfThis ~~our~~interoperable ~~common~~framework ~~stock~~creates ~~is not quoted on the OTC Markets OTCQB or if~~ a ~~public~~self-correcting ~~market~~"closed ~~for~~loop" ~~our~~health ~~common stock~~optimization ~~does~~platform ~~not~~engineered ~~develop, then investors may not be able~~ to ~~resell~~drive ~~the~~biological ~~shares~~progression ~~of our common stock that they have purchased and may lose all of heir investment. If we establish a trading market~~ for our ~~common~~core ~~stock,~~40+ ~~the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors~~demographic. In addition, the stock market has from time-to-time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies, which may materially adversely affect the market price of our common stock.

161. Automated Smart Fitness Ecosystem (EGYM Hardware)

~~Because~~The physical weentry dopoint ~~not~~of ~~intend to pay any dividends on~~ our ~~common~~technology ~~shares,~~loop ~~investors~~is ~~seeking~~the ~~dividend~~synchronized ~~income~~EGYM orrobotic ~~liquidity~~exercise ~~should~~circuit, ~~not~~which ~~purchase~~fully ~~shares~~automates inthe ~~this~~physical ~~offering.~~interface:

We● doTouchless ~~not~~Biometric ~~currently~~Identification: ~~anticipate~~Upon ~~declaring~~scanning ~~and paying~~an ~~dividends~~RFID tosmart ~~our shareholders in the near future. It is our current intention to apply net earnings~~band, ifrobotic ~~any,~~machines inrecall the ~~foreseeable future~~client's toprofile ~~increasing our working capital. Prospective investors seeking or needing dividend income or liquidity should, therefore, not purchase our common stock. We currently have no revenues~~ and aactivate ~~history~~motorized ofservo-engines ~~losses, so there can be no assurance that we will ever have sufficient earnings~~ to ~~declare~~instantly ~~and~~adjust ~~pay~~seat ~~dividends to the holders of our shares~~height, ~~and~~lever ~~in any event~~positions, ~~a decision to declare~~ and ~~pay dividends is at the sole discretion~~ range-of-motion ~~our~~constraints ~~board of directors, who currently do not intend~~ to ~~pay~~match ~~any~~their ~~dividends~~exact ~~on our common shares for the foreseeable future~~ergonomics.

~~Trading~~● ofDynamic ~~our~~Motorized ~~stock~~Loading: ~~may~~Replacing betraditional ~~restricted by~~weight plates, an advanced electronic motor delivers variable resistance customized to the ~~SEC’~~user's ~~penny~~biomechanical ~~stock~~strength ~~regulations~~curve. ~~which~~It ~~may~~executes ~~limit~~automated ~~the~~eccentric ~~development~~overloading, ofwhich aclinical ~~liquid~~research ~~public~~highlights ~~market~~as ~~for~~the ~~our~~primary ~~stock~~stimulus ~~and~~for ~~may~~muscle ~~limit~~protein asynthesis, ~~stockholder’s ability~~neurological tomotor ~~buy~~unit recruitment, and ~~sell~~bone ~~our~~mineral ~~stock~~density retention.

~~The~~● ~~Securities~~Continuous ~~and~~Diagnostics: ~~Exchange~~The ~~Commission~~system ~~has~~monitors ~~adopted regulations~~velocity ~~which~~and ~~generally~~power ~~define~~output “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. If we develop a public market for ~~our shares,~~every ~~our shares would be covered by the penny stock rules~~repetition, ~~which~~conducting ~~impose~~periodic ~~additional sales practice requirements on broker~~maximum-~~dealers~~strength ~~who sell~~diagnostic totests persons other than established customers and “accredited investors”. These additional requirements may have the effect of limiting the development of a public trading market, reducing the level of trading activity in the secondary market for the stock that is subject to ~~these~~automatically ~~penny~~scale ~~stock rules. Consequently, these penny stock rules may affect our ability to develop a public trading market for our shares and may affect~~ the ~~ability~~client's ofoperational ~~broker-dealers~~resistance towindow ~~trade our securities. We believe that the penny stock rules discourage investor interest in~~ and ~~may~~remove ~~limit~~training ~~the marketability of our common stock~~plateaus.

~~FINRA Rule 2111 suitability requirements~~2. ~~may~~Algorithmic ~~also limit a stockholder’s ability to buy and sell our stock.~~Bio-Stratification

InBio-stratification uses ~~addition~~objective tobiomarkers from the ~~“penny~~EGYM ~~stock” rules~~Hub ~~promulgated~~camera-guided bymobility ~~the~~trackers ~~Securities~~ and ~~Exchange~~the ~~Commission,~~InBody ~~FINRA~~770 ~~has~~multi-frequency ~~adopted~~BIA ~~Rule~~analyzer ~~2111~~to ~~that~~sort ~~require that in recommending an investment~~individual toclients ainto ~~customer,~~precise abiological ~~broker-dealer~~classifications ~~must~~rather ~~have~~than achronological ~~reasonable~~age ~~basis for believing that the investment is suitable for that customer.~~brackets:

17● Segmental Tissue Isolation: The InBody 770 emits six distinct frequencies across five body segments to measure dry lean mass balance, intracellular/extracellular fluid ratios, and whole-body Phase Angles (cell membrane capacitance and vitality).

~~Legal~~● Visceral Risk Mapping: The system quantifies the client’s precise Visceral Fat Area (VFA), isolating the internal adipose tissue that drives chronic systemic inflammation and ~~Regulatory~~metabolic ~~Risks~~deceleration.

We● ~~are~~The ~~subject~~EGYM toBioAge ~~laws~~Interface: ofCloud ~~the~~algorithms ~~United~~aggregate ~~States and~~these ~~foreign~~diagnostics ~~jurisdictions~~into ~~relating~~a tosingle ~~individually~~EGYM ~~identifiable~~BioAge ~~information~~score ~~and~~broken ~~personal~~down ~~health~~into ~~information,~~four ~~and~~distinct ~~failure~~quadrants: toStrength ~~comply~~Age, ~~with those~~Metabolic ~~laws~~Age, ~~whether~~Flexibility ~~or not inadvertent~~Age, ~~could~~and ~~subject~~Cardiovascular usAge. toThese ~~legal~~metric ~~actions~~isolates ~~and~~specific ~~could~~physiological ~~materially~~deficiencies ~~adversely~~to ~~affect~~stratify ~~our~~clients ~~business,~~into ~~financial condition~~custom ~~and~~care ~~results of operations~~pathways.

Our digital platforms will receive, process, transmit and store personal health information relating to identifiable individuals. Consumer demand for personalized experiences, through mobile applications, and our strategy to focus on digital health solutions for our products may increase the volume of identifiable individual information we receive on our platforms and through our products. We will also receive, process, transmit and store information relating to identifiable individuals in our capacity as an employer. As a result, we may be subject to United States (both federal and state) and foreign jurisdiction laws and regulations designed to protect both individually identifiable information and personal health information, including HIPAA and its regulations, and the GDPR. The GDPR includes, and a growing number of legislative and regulatory bodies elsewhere in the world have adopted, consumer notification requirements in the event of unauthorized access to or acquisition of certain types of personal data. These breach notification laws continue to evolve and include jurisdiction-specific obligations. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any incident that compromises personal data.16

~~These and other related laws have been subject to frequent changes, and new legislation in this area may be enacted at any time~~3. ~~Changes~~Generative toArtificial ~~existing~~Intelligence ~~laws, introduction of new laws~~Nutrition in(Google ~~this~~Gemini area or failure to comply with existing laws that are applicable to us may subject us to, among other things, additional costs or changes to our business practices, liability for monetary damages, fines and/or criminal prosecution, unfavourable publicity, restrictions on our ability to obtain and process information and allegations by our customers and consumers that we have not performed our contractual obligations, any of which could materially adversely affect our business, financial condition and results of operations.AI)

~~Trademark~~The ~~infringement,~~final ~~patent~~vector ~~infringement or~~translates ~~other~~biological ~~intellectual~~classifications into ~~property~~daily ~~claims~~dietary ~~relating~~adjustments tothrough our ~~products~~custom ~~could~~integration ~~increase~~with ~~our~~Google ~~costs.~~Gemini AI, replacing traditional static templates with dynamic metabolic support:

~~Our~~● ~~industry~~Dynamic isCaloric ~~susceptible to litigation regarding trademark~~ and ~~patent~~Macro ~~infringement~~Recalibration: ~~and~~When ~~other~~a ~~intellectual~~client ~~property~~completes ~~rights. We could become~~ a ~~plaintiff~~circuit or ~~defendant~~body inscan, ~~litigation~~performance ~~involving trademark~~data, orskeletal ~~patent~~muscle ~~infringement~~mass ~~claims.~~metrics, ~~The~~and ~~prosecution~~metabolic orshifts ~~defense~~are ofrouted ~~intellectual~~via ~~property~~cloud ~~litigation~~API isto ~~both costly and disruptive of~~ the ~~time~~background ~~and~~Google ~~resources~~Gemini ofAI ~~our~~engine. ~~management,~~The ~~regardless~~platform ofimmediately updates the ~~claim’~~client's ~~merit.~~nutritional ~~We could also be required to pay substantial damages or settlement costs to resolve intellectual property litigation or related matters~~architecture.

We● ~~may~~Hyper-Personalized ~~not~~Content beGeneration: ~~able~~The toGemini ~~successfully~~AI ~~acquire~~engine ~~intellectual property~~processes ~~rights,~~these ~~protect~~real-time ~~existing~~biological ~~rights,~~signals oralongside ~~potentially~~personal ~~prevent~~food ~~others~~sensitivities ~~from~~and ~~claiming~~longevity ~~that~~goals weto ~~have~~output ~~violated~~customized, ~~their~~step-by-step ~~proprietary~~recipes, ~~rights. We~~structured ~~could~~daily ~~incur substantial costs in defending against such claims even if they are without basis~~menus, and weautomated ~~could~~weekly ~~become~~grocery ~~subject~~lists to ~~judgments or~~the ~~settlements~~client's ~~requiring~~mobile ~~us to pay substantial damages, royalties or other charges~~dashboard.

18● Clinical Relevance: This model is vital for older adults requiring precise protein-to-energy distributions to combat sarcopenia, as well as individuals utilizing modern metabolic weight-optimization medications (such as GLP-1 receptor agonists) who must safeguard lean skeletal muscle mass during rapid weight loss.

~~We could be subject to periodic litigation,~~4. ~~product~~Total ~~liability~~Enterprise ~~risk and other regulatory proceedings, which could result in unexpected expense of time and resources.~~Synchronization

~~From~~By engineering ~~time~~a tounified ~~time,~~continuum wewhere ~~may~~smart befitness, aempirical ~~defendant~~bio-stratification, ~~in lawsuits~~ and ~~regulatory~~advanced ~~actions~~generative ~~relating~~AI tooperate ~~our~~synchronously, Medical ~~business~~Exercise ~~or the former operations~~Inc. ~~Due~~achieves tohigh ~~the~~operational ~~inherent uncertainties of litigation~~ and ~~regulatory proceedings,~~commercial weefficiency. ~~cannot~~The ~~accurately~~automated ~~predict~~technology ~~the~~layer ~~ultimate~~drives ~~outcome~~proven ofhealth ~~any~~outcomes while ~~such~~eliminating ~~proceedings.~~the Anrequirement ~~unfavourable~~for ~~outcome~~high-cost ~~could~~local ~~have~~labor apools ~~material adverse~~like ~~effect~~in-house onnutritionists, ~~our~~diagnostic ~~business~~technicians, ~~financial condition~~ and ~~results~~constant of1-on-1 floor ~~operations~~trainers. InThis ~~addition,~~complete ~~any~~tech ~~significant~~convergence ~~litigation~~positions in the ~~future, regardless~~Company ofto scale its ~~merits,~~high-margin ~~could~~franchise ~~divert~~network ~~management’s~~rapidly ~~attention~~across ~~from~~North America ~~our~~with ~~operations~~optimized ~~and~~unit-level ~~may result in substantial legal costs~~profitability.

Our ~~business is exposed to potential false~~ ~~advertising~~Growth ~~and other related claims, which could adversely affect our financial condition and performance.~~Strategy

~~The nature of our business involves a risk of~~Domestic ~~exposure under U.S. (both federal~~ and ~~state)~~International ~~laws~~Franchise ~~and~~Rollout regulations related to false advertising. A false advertising claim or related judgment against us could result in substantial and unexpected expenditures, affect consumer or customer confidence in our products and services, and divert management’s time and attention from other responsibilities. Although we intend to maintain product and general liability insurance, there can be no assurance that the type or level of coverage we have is adequate (or will apply to the claim at hand) or that we will be able to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost, if at all. A false advertising or other judgment against us and related negative publicity could have a material adverse effect on our reputation, results of operations and financial condition.Plan

~~Government~~To maximize ~~regulatory~~shareholder ~~actions~~value ~~could~~and ~~disrupt~~accelerate global deployment of the OnCore Longevity Centers brand, Medical Exercise Inc. utilizes an ~~our~~asset-light ~~marketing~~North ~~efforts~~American and ~~product~~international ~~sales~~scaling framework. The Company expands strictly through an institutional-grade Area Development Agreement (ADA) architecture. This framework shifts localized development and compliance onto regional partners while positioning the Company to collect predictable, high-margin upfront fees and long-term recurring revenue streams.

U1.~~S. federal, state and local governmental authorities,~~ ~~including~~Demographic ~~the Federal Trade Commission, the Consumer Product Safety Commission,~~ and ~~the~~Economic ~~Consumer~~Market Financial Protection Bureau, regulate our product and marketing efforts. Our revenue and profitability could be significantly harmed if any of these authorities commence a regulatory enforcement action that interrupts our marketing efforts, results in a product recall or negative publicity, or requires changes in product design or marketing materials.Segmentation

~~Failure~~Our territory orboundaries ~~inability~~are tostructured ~~protect~~based ~~our~~on ~~intellectual property~~regional ~~could~~household ~~significantly~~net ~~harm~~worth, disposable income indices, and dense concentrations of our target ~~competitive~~40+ ~~position~~longevity demographic. The North American market is split into two primary pipelines:

~~Protecting~~● ~~our~~The ~~intellectual~~United ~~property~~States isFootprint: ~~and~~The ~~will be~~domestic ~~an essential factor in maintaining our competitive position in the health industry~~U. ~~Failure to maximize or to successfully assert our intellectual property rights could impact our competitiveness~~S. Wemarket rely on trademark, trade secret, patent and copyright laws to protect our intellectual property rights. Many factors bear upon the exclusive ownership and right to exploit intellectual properties, including, without limitation, prior rights of third parties and non-use and/or nonenforcement by us and/or related entities. While we make efforts to develop and protect our intellectual property, the validity, enforceability and commercial value of our intellectual property rights may be reduced or eliminated. We cannot be sure that our intellectual property rights will be maximized or that they can be successfully asserted. There is asegmented ~~risk~~into ~~that~~50 wedistinct ~~will~~regional ~~not be able to obtain and perfect our own intellectual property rights or~~territories, ~~where~~encompassing ~~appropriate, license~~major ~~intellectual~~metropolitan ~~property~~statistical ~~rights~~areas ~~necessary to compete successfully within the marketplace for our products. We cannot be sure that these rights, if obtained, will not be invalidated, circumvented~~ or ~~challenged~~affluent inmulti-county ~~the future~~clusters. If we do not, or are unable to, adequately protect our intellectual property, then we may face difficulty in differentiating our products from those of our competitors and our business, operating results and financial condition may be adversely affected.

19● The Canadian Footprint: The Canadian market is segmented into 5 strategic provincial master territories, capturing primary population corridors and urban economic hubs.

~~Risks Related to Our Financial Condition~~17

~~There is substantial doubt about our ability~~2. toThe ~~continue~~Area asDevelopment aManager ~~going~~(ADA) ~~concern.~~Operational Model

~~Our~~The ~~auditor’s~~Company ~~report~~partners onwith ~~our~~well-capitalized ~~financial statements~~entrepreneurial ~~includes~~stakeholders andesignated ~~explanatory~~as ~~paragraph~~Area ~~that~~Development ~~substantial~~Managers ~~doubt~~(ADMs) ~~exists as~~ to ~~whether~~eliminate wefragmented ~~can~~single-unit ~~continue as an ongoing business~~recruitment. ~~Since~~To ~~our~~preserve ~~Officers~~brand integrity, ~~may~~technical bestandardization, ~~unwilling~~and orquality ~~unable~~of tocare, ~~loan~~every orADM ~~advance~~is ~~additional~~contractually ~~capital~~required to usfirst establish, weown, ~~believe~~and ~~that~~operate ifa welocal ~~do not raise additional capital within~~OnCore 12franchise ~~months~~center. ofThis ~~the~~mandatory ~~effective~~operational ~~date~~prerequisite ofensures ~~this~~each ~~registration~~regional ~~statement,~~manager wepossesses ~~may~~direct bemastery ~~required to suspend or cease the implementation~~ of our ~~business~~core systems—specifically ~~plans.~~EGYM ~~You~~hardware ~~may~~circuits, beInBody ~~investing~~770 indiagnostic aloops, ~~Company~~and ~~that will not have~~ the ~~funds~~Google ~~necessary~~Gemini toAI ~~continue~~nutrition dashboard—to ~~deploy~~serve ~~its~~as ~~business~~an ~~strategies. See “Audited~~institutional-grade ~~Financial~~field ~~Statements~~resource –for ~~Report~~subsequent ~~of Independent Registered Accounting Firm~~sub-franchisees.”

As3. ~~the~~Capital ~~Company~~Velocity ~~has~~via ~~substantial~~Multi-Tiered ~~doubt as to whether~~Revenue ~~the Company can continue as a going concern, it may be more difficult for the Company to attract investors.~~Sharing

WeADMs ~~are~~assume alocalized ~~development~~responsibility ~~stage~~for ~~company. the~~marketing ~~company~~the ~~anticipates~~OnCore ~~operating~~concept, ~~expenses~~vetting ~~will~~prospective ~~increase~~franchise applicants (targeting qualified personal trainers), ~~and~~assisting wewith ~~may~~site ~~never~~selection, and ~~achieve~~conducting ~~profitability~~operational audits. In exchange for executing field management, the Company aligns their economic incentives with corporate top-line growth through a multi-tiered revenue-sharing framework:

~~The~~● ~~Company~~Initial ~~anticipates~~Capital ~~increases~~Ingestion: inThe ~~its~~ADM ~~operating expenses,~~receives ~~without~~a ~~realizing~~contractually ~~increased~~specified ~~revenues.~~percentage ~~Within~~of the ~~next~~upfront 12Initial ~~months,~~Franchise ~~these~~Fee ~~increases~~collected infor ~~expenses~~every ~~will~~franchise bestorefront ~~attributed~~awarded towithin ~~the~~their ~~cost of~~territorial ~~(i) start-up costs, (ii) website development, (iii) advertising, (iv) legal and accounting fees at various stages of operation, (v) hiring employees~~boundaries.

In● ~~funding~~Recurring ~~its~~Scalable ~~planned~~Royalty ~~expansion~~Streams: asThe ~~well~~ADM asreceives ~~the design~~an ~~and development of its website and marketing program~~ongoing, ~~the~~monthly ~~Company~~contract ~~will~~portion ~~incur~~of ~~significant financial losses in~~ the ~~foreseeable~~gross ~~future. There~~revenue isRoyalty noPayments ~~history~~submitted ~~upon~~by ~~which~~all tooperating ~~base~~franchise ~~any~~locations ~~assumption~~inside astheir toregional ~~the likelihood that the Company will prove successful~~cluster. We cannot provide investors with any assurance that our marketing program will be successful or that we will be able to grow the business of Medical Exercise Inc. If we are unable to address these risks, there is a high probability that our business will fail, which will result in the loss of your entire investment.

204. Multi-Unit Optimization and Global Scalability

~~Failure~~Beneath tothe ~~raise~~master ~~additional~~territory ~~capital~~layer, toour growth ~~fund~~strategy ~~future~~enables ~~operations~~multi-unit ~~could~~ownership ~~harm~~among ~~our~~individual ~~business~~center operators. Because the standardized OnCore layout requires a compressed real estate footprint (1,600 to 2,000 square feet) and ~~results~~operates ofon ~~operations~~an automated, low-overhead micro-staffing model, multi-unit expansion is operationally fluid.

~~Our~~Multi-unit ~~current~~operators ~~operating~~can ~~funds~~pool ~~are~~regional ~~not adequate for corporate existence~~advertising ~~over~~funds ~~the~~to ~~next~~achieve ~~twelve~~local ~~months.~~market Wemedia ~~will~~dominance ~~require~~via ~~significant~~our ~~capital~~centralized ~~over~~web ~~the next twelve months~~architecture, ~~for the implementation of our marketing program~~www. ~~If we are not successful in maintaining and growing the business~~oncorelongevity.com, weshare ~~may~~management ~~require additional financing to sustain business operations.~~personnel ~~The~~across ~~Company’s~~adjacent ~~cash balance as of March 31~~clusters, ~~2024,~~ and ~~March~~suppress ~~31,~~customer ~~2025,~~acquisition ~~was $10,657 and $450 respectively~~costs. WeAs ~~will~~North ~~require~~American ~~additional financing~~territories ~~in order to maintain its corporate existence and to implement our business plans and strategy. Currently~~mature, wethe doCompany ~~not~~intends ~~have any arrangements for financing and can provide no assurance~~ to ~~investors that we will be able to obtain financing when required. No assurance~~replicate ~~can~~this beasset-light ~~given~~Area ~~that~~Development ~~the~~framework ~~Company~~within ~~will~~targeted ~~obtain~~international ~~access~~jurisdictions, toincluding ~~capital~~Western ~~markets~~Europe, ~~in the future or that financing~~Asia-Pacific, ~~adequate to satisfy the cash requirements~~and ofLatin ~~implementing our business strategies~~America, ~~will~~insulating beits ~~available~~corporate onbalance ~~acceptable~~sheet ~~terms.~~from ~~The~~direct ~~inability~~real ofestate ~~the~~development ~~Company to gain access to capital markets or obtain acceptable financing could have an adverse effect upon the results of its operations and upon its financial conditions~~liabilities.

~~Item~~Inaugural ~~1B.~~Canadian ~~Unresolved~~Flagship ~~Staff~~Launch ~~Comments.~~(Regina, Saskatchewan)

~~None~~To initiate our international expansion and establish a standard operational blueprint, the Company finalized its entry into the Canadian market post-fiscal year-end. On May 5, 2026, the Company executed its first definitive Franchise Agreement with Degco Fitness Ventures Ltd. ("Degco"), a specialized fitness and wellness development corporation organized under the laws of Saskatchewan, Canada.

~~Item~~To 2ensure absolute execution alignment, Degco is owned and directed by Matthew Degelman, who concurrently serves as the President of Medical Exercise Inc. ~~Properties~~This strategic insider arrangement allows the Company to tightly control initial deployment, ensuring corporate executive leadership directly manages the field crystallization of the OnCore model.

DESCRIPTION OF PROPERTY We do not own any real estate or other properties. The Company’s principal executive offices are located at 11951 US-1, Suite 105, North Palm Beach, Florida, 33408 and our registered office is located at 7901 4th St N, Suite 300, St. Petersburg, Florida, 33702. Our telephone number is (561) 772-3853.18

~~Item~~The 3.launch ~~Legal~~sequence ~~Proceedings.~~for our inaugural Canadian flagship incorporates several key operational and real estate milestones:

We● ~~know~~Flagship ofLocation noand ~~material,~~Leasehold ~~existing~~Integration: orDegco ~~pending~~has ~~legal proceedings~~executed ~~against~~a ~~our~~long-term ~~company,~~commercial ~~nor~~lease ~~are~~agreement wefor ~~involved~~a aspremium, ahigh-visibility ~~plaintiff~~retail infacility ~~any~~located ~~material~~at ~~proceeding~~4057 orAlbert ~~pending~~Street, ~~litigation~~Regina, Saskatchewan, Canada. ~~There~~The ~~are~~site nomeasures ~~proceedings in~~approximately ~~which~~2,100 ~~any~~square feet, representing the upper ceiling of our ~~Directors,~~standardized ~~Officers~~retail orreal ~~affiliates,~~estate orfootprint. ~~any~~Positioned ~~registered~~on ora ~~beneficial~~primary ~~shareholder~~commercial artery, isthis anflagship ~~adverse~~facility ~~party~~provides orprominent ~~has~~road aexposure ~~material interest~~and ~~adverse~~access to our ~~interest~~core 40+ demographic.

~~Item~~● 4Turnkey Technology and Asset Deployment: The Regina flagship serves as our primary international showcase for technological interoperability. ~~Mine~~The ~~Safety~~facility ~~Disclosures~~is undergoing leasehold improvements to accommodate fully automated EGYM smart-strengthening hardware circuits, the EGYM Hub touchless onboarding interface, and research-grade InBody 770 bioelectrical impedance analyzers to drive bio-stratification and client EGYM BioAge tracking.

~~Not~~● ~~applicable~~Operational Commencement and Pre-Sales Pipeline: Commercial operations, client onboarding, and subscription pre-sales are projected to officially commence in September 2026. Corporate marketing resources are actively building an inbound consumer waitlist via localized sub-portals on our centralized web platform, www.oncorelongevity.com.

21● Cross-Border Clinical Referrals (Pillar 4 Validation): To fulfill Pillar 4 (Medical Support) within the Canadian regulatory framework, the Regina facility has established local routing protocols with Science & Humans (Canada's largest specialized digital endocrine and hormone health platform). This integration allows the Regina center to provide Canadian clients with a seamless, out-of-pocket referral pathway to licensed Canadian Nurse Practitioners for lab-driven hormone replacement therapy and responsible metabolic weight-loss pharmaceuticals (such as GLP-1 receptor agonists) while protecting the franchise unit from direct clinical liability.

~~PART~~The execution IIof the Degco franchise agreement and the upcoming September 2026 launch in Regina represent a critical proof of concept. The unit-level economics, customer acquisition metrics, and recurring subscription retention rates generated by the Regina flagship will be used directly by our corporate team and Area Development Managers to accelerate sub-franchise lead conversion across the expanding international longevity economy.

~~Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters~~ Operational and ~~Issuer~~Corporate ~~Purchases of Equity Securities.~~Infrastructure

~~As of June 27, 2025, the Company had sixty-two~~Sales ~~(62)~~and ~~active~~Marketing: ~~shareholders~~Franchise ofLead ~~record.~~Generation ~~The company has not paid cash dividends~~ and ~~has no outstanding options.~~Recruitment

~~Item~~Following our 6strategic pivot away from capital-intensive, corporate-owned facilities, the Company’s primary sales pipeline centers on franchise network expansion. ~~[Reserved]~~Our recruitment architecture targets, educates, and converts certified fitness professionals and experienced personal trainers into OnCore franchise owners. By focusing on pre-vetted industry talent rather than passive institutional investors, we reduce corporate sales friction, accelerate site deployment, and safeguard brand integrity.

~~Not applicable.~~19

~~Item~~The corporate 7.franchise ~~Management’s~~recruitment ~~Discussion~~apparatus ~~and~~utilizes ~~Analysis~~a ofmulti-channel, ~~Financial~~business-to-business ~~Condition~~(B2B) ~~and~~digital ~~Results~~marketing ofstrategy ~~Operations.~~to source qualified candidates:

~~MANAGEMENT’S~~● ~~DISCUSSION~~Centralized ~~AND~~Digital ~~ANALYSIS~~Ingestion: OFThe ~~FINANCIAL~~primary ~~CONDITION AND~~vehicle ~~RESULTS~~for OFcandidate ~~OPERATIONS~~acquisition is our official web portal, www.oncorelongevity.com, which features a secure franchise portal housing online applications, automated geographic territory verification maps, marketing materials, and standardized Franchise Disclosure Document (FDD) access controls.

~~The~~● ~~following~~Targeted ~~discussion~~Business ~~and~~Networks: ~~analysis~~We ofdeploy ~~the~~targeted ~~financial~~digital ~~condition~~advertising ~~and results~~campaigns ofacross ~~our~~professional ~~operations~~networks ~~should~~(such beas ~~read~~LinkedIn ~~in conjunction with the “Summary Statements of Operations Data”~~ and ~~our~~specialized ~~financial statements~~industry ~~and~~publications) ~~the notes~~ to ~~those~~target ~~statements~~independent ~~appearing~~studio ~~elsewhere in this annual report. This discussion and analysis contains forward-looking statements reflecting our management’s current expectations that involve risks~~owners, ~~uncertainties~~head ~~and assumptions. Our actual results and the timing of events may differ materially from those described in or implied by these forward-looking statements due to several factors~~trainers, ~~including~~ ~~those discussed below~~ and ~~elsewhere~~elite incoaches ~~this~~located ~~annual~~within ~~report~~our ~~particularly~~55 onNorth ~~page~~American 9target ~~entitled “Risk Factors”~~territories.

~~Our~~● ~~audited~~Decentralized ~~financial~~Field ~~statements~~Ingestion ~~are~~via ~~stated~~ADAs: ~~in United~~Concurrently, ~~States~~our ~~Dollars~~Area Development Managers (ADMs) operate as localized lead-generation engines. Because each ADM possesses exclusive territorial rights and ~~are~~receives ~~prepared~~a incontractually ~~accordance~~specified ~~with~~percentage ~~United~~of ~~States~~the ~~Generally~~upfront ~~Accepted~~Initial ~~Accounting~~Franchise ~~Principles~~Fee, they leverage local networks to identify, interview, and recruit top-tier training talent.

~~Overview~~All inbound candidates undergo a rigorous corporate vetting sequence analyzing their clinical training background, local client retention metrics, creditworthiness, and operational capabilities. Once approved by both the regional ADM and the corporate executive team, the candidate executes our standardized franchise agreement, triggering upfront fee liquidation and initiating the site-selection phase.

~~Going~~Sales and ~~Concern~~Marketing: Local Client Acquisition and Branding Support

~~We have financed operations primarily through~~To accelerate the ~~sale~~commercial activation of ~~equity~~new ~~securities~~franchise units and ~~short-term~~compress ~~debt.~~the ~~Until~~timeline ~~revenues are sufficient~~ to ~~meet~~operational ~~our needs~~break-even, wethe ~~will~~Company ~~continue~~provides its topartners ~~attempt~~with toa ~~secure financing~~turnkey ~~through~~consumer ~~equity~~marketing ~~or debt securities~~blueprint. WeThis ~~continue~~framework tobridges ~~incur~~centralized ~~negative~~corporate ~~cash~~digital ~~flows~~infrastructure ~~from~~with ~~operating activities and net losses. We had~~localized ~~minimal~~tactical ~~cash~~execution, ~~negative~~assisting ~~working~~trainer-franchisees ~~capital,~~with ~~and~~consumer ~~negative~~digital ~~total~~acquisition ~~equity~~and ashyper-local atbrand ~~March 31, 2025~~positioning. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements included in this prospectus do not include any adjustments that might result from the outcome of this uncertainty.

22Our consumer marketing framework operates through four core channels:

~~For~~● usCentralized toWeb ~~eliminate~~Infrastructure: ~~substantial~~Rather ~~doubt~~than ~~about~~requiring ~~our ability to continue as a going concern~~separate, wenon-compliant ~~must~~local ~~achieve profitability~~websites, ~~generate~~every ~~positive~~center ~~cash~~is ~~flows~~assigned ~~from~~a ~~operating~~standardized ~~activities~~sub-portal ~~and~~hosted ~~obtain the~~directly ~~necessary~~on ~~debt or equity funding to meet~~ our ~~projected~~main ~~capital~~domain ~~investment requirements~~(e. ~~Our management’s plans with respect to this uncertainty consist of raising additional capital by issuing debt or equity securities and increasing the sales of our products and services~~g. ~~There can be no assurance~~, ~~however,~~https://oncorelongevity.com/locations/). ~~that~~This wearchitecture ~~will~~allows bethe ~~able~~corporate toteam ~~raise sufficient additional capital or that revenues will increase rapidly enough~~ to ~~offset~~manage ~~operating~~brand ~~losses.~~consistency, ~~If we are unable to increase revenues or obtain additional financing~~security, weand ~~will~~automated bebooking ~~unable~~forms ~~to continue~~while ~~the~~providing ~~development~~a ofcustom ~~our~~localized ~~products and services and may have to cease operations~~storefront.

~~Results~~● ofTurnkey ~~Operations~~Pre-Sales Marketing Funnels: The Company provides pre-configured digital asset libraries and paid social media ad campaigns (targeting Meta and Google) tailored specifically to the affluent 40+ longevity demographic. These funnels are activated up to 90 days prior to a center's opening, allowing operators to capture inbound leads and build a recurring subscription pipeline before commercial operations commence.

~~Periods~~● ~~Ended~~Continuous ~~March~~Brand 31and Collateral Management: To maintain our premium, ~~2024~~non-clinical boutique identity, the corporate design team provides absolute creative control and ~~March~~standardized 31assets for all consumer touchpoints. This includes exterior signage, ~~2025~~interior environmental designs, uniform guidelines, and direct-mail collateral targeting high-income residential zip and postal codes surrounding the 1,600 to 2,000 square foot retail space.

~~The~~● ~~following~~Centralized ~~discussion~~Lead Routing and ~~analysis~~Conversion ofAnalytics: When a prospect engages with our ~~financial~~ ~~condition~~digital ad infrastructure, our cloud platform reads the consumer's geographic data and ~~results~~routes ofthe ~~operations~~lead ~~should~~directly beto ~~read~~the incorresponding ~~conjunction~~local ~~with~~franchise ~~our~~database. ~~financial~~The ~~statements~~system then deploys automated email and ~~related~~SMS ~~notes~~nurture ~~included elsewhere~~sequences into ~~this~~guide ~~prospectus~~the prospect into booking an initial 1-on-1 consultation, EGYM Hub mobility scan, and InBody 770 assessment.

Revenues for the period of September 21, 2023, to March 31, 2024, was $2,805. Revenues for the year ended March 31, 2025, was $1,294. The change in revenues was primarily due to decreased operating activity during the period.20

~~Cost~~By combining ofdigital ~~revenues~~marketing ~~for~~automation ~~the~~with ~~period~~high-visibility ofretail ~~September 21~~placement, ~~2023,~~Medical toExercise ~~March 31, 2024, was $830~~Inc. ~~Cost~~provides ofits ~~revenues~~network ~~for~~with ~~the~~a ~~year~~low-friction customer ~~ended~~acquisition ~~March~~engine ~~31,~~that ~~2025,~~drives ~~was~~client ~~$445.~~lifetime ~~The~~value ~~change~~(LTV), inminimizes ~~cost~~advertising ofwaste, ~~revenues~~and ~~was~~ensures ~~primarily~~an ~~due~~uncompromised, ~~to decreased~~premium ~~operating~~global ~~activity during the period~~identity.

~~Compensation expense for the period of September 21, 2023, to March~~Intellectual ~~31,~~Property ~~2024, was $29,599. Compensation expense for the year ended March 31, 2025, was $133,574. The change in compensation expense was primarily due to increased management salaries~~ and ~~Directors’~~Proprietary ~~fees during the period.~~Systems

~~Advertising~~The Company’s ~~expense~~long-term ~~for~~competitive ~~the~~position, ~~period~~brand ofequity, ~~September~~and ~~21,~~capacity ~~2023,~~for tointernational ~~March~~expansion depend significantly on our proprietary ~~31,~~technology ~~2024~~systems, ~~was~~software ~~$19~~infrastructure,~~619.~~ ~~Advertising~~operational ~~expense~~trade ~~for~~secrets, ~~the~~and ~~year~~brand ~~ended~~identifiers. ~~March~~Following ~~31,~~our ~~2025~~corporate restructuring, Medical ~~was~~Exercise ~~$7,087~~Inc. ~~The~~operates ~~change~~primarily inas ~~advertising~~an ~~expense~~intellectual ~~was~~property ~~primarily~~licensing platform, providing independent franchise partners and ~~due~~Area toDevelopment ~~decreased~~Managers ~~operating~~with ~~activity~~a ~~during~~turn-key ~~the~~operational ~~period~~blueprint.

~~Depreciation~~We protect ~~and~~our ~~amortization~~proprietary ~~expense~~interests ~~for~~across ~~the~~three ~~period~~core ofasset ~~September~~categories ~~21, 2023,~~through toa ~~March~~combination ~~31,~~of ~~2024~~trademark filings, ~~was~~copyright $2protections,~~205.~~ trade ~~Depreciation~~secret ~~and amortization expense for the year ended March 31~~protocols, ~~2025,~~and ~~was~~non-disclosure ~~$11,492.~~contractual mandates:

231. Trademarks and Brand Identifiers

~~Impairment~~Our corporate ofname, ~~property~~stylized ~~and~~brand ~~equipment~~logos, ~~expense~~color ~~for~~treatments, ~~the~~and ~~period~~marketing ofslogans ~~September 21,~~are ~~2023,~~critical to ~~March~~establishing ~~31,~~international ~~2024,~~brand ~~was $47,772~~recognition. The ~~Impairment~~Company ofintends ~~property~~to ~~and~~file ~~equipment~~definitive ~~expense~~trademark ~~for~~applications protecting the ~~year~~word ~~ended~~mark ~~March~~"OnCore ~~31,~~Longevity ~~2025,~~Centers" ~~was $3,799. The change in impairment of property~~ and ~~equipment~~our ~~expense~~specific stylized ~~was~~geometric ~~primarily~~brand ~~due~~logos towith ~~initial~~federal ~~impairment~~intellectual ~~expenses~~property ~~incurred~~offices ~~during~~in ~~the~~our ~~year~~primary ~~ended March~~growth ~~31, 2024.~~markets:

~~Selling,~~● ~~general~~United ~~and~~States ~~administrative~~Market: ~~expenses~~Applications ~~for~~filed with the ~~period~~United ofStates ~~September 21,~~Patent ~~2023, to March 31, 2024, was $50,794. Selling, general~~ and ~~administrative~~Trademark ~~expenses~~Office ~~for~~(USPTO) ~~the~~under ~~year~~classifications ~~ended~~governing ~~March~~franchise ~~31,~~business ~~2025~~management, ~~was~~health ~~$176,271. The~~club ~~change in selling~~operations, ~~general~~ and ~~administrative~~physical ~~expenses~~conditioning ~~was primarily due to increased accounting and audit expenses incurred during the year ended March 31, 2025~~services.

~~Gain~~● onCanadian ~~sale~~Market: ofParallel ~~property~~applications ~~and~~filed ~~equipment~~with ~~for~~ the ~~period~~Canadian ofIntellectual ~~September 21,~~Property ~~2023,~~Office (CIPO) to ~~March~~support ~~31,~~expansion ~~2024, was $0. Gain on sale of property and equipment for the year ended March 31, 2025, was $389. The change~~ in ~~gain~~ onSaskatchewan ~~sale of property~~ and ~~equipment~~subsequent ~~was~~provincial ~~primarily due to the sale of equipment incurred during the period ended March 31, 2025~~buildouts.

~~Total~~While these ~~operating~~federal ~~expenses~~registrations ~~for~~are ~~the~~pending ~~period~~final ofadministrative ~~September 21~~approval, ~~2023,~~the toCompany ~~March 31,~~asserts ~~2024,~~common-law ~~was~~trademark ~~$149,989.~~protections ~~Total~~over ~~operating expenses for~~ the OnCore ~~year~~brand ~~ended~~identity ~~March~~and ~~31,~~actively ~~2025,~~polices ~~was~~the ~~$332,223.~~commercial ~~The~~marketplace ~~change in total operating expenses was primarily due~~ to ~~increased~~prevent ~~management~~unauthorized ~~salaries~~utilization ~~and~~or ~~Directors’~~dilution ~~fees~~of ~~during~~our ~~the period~~marks.

~~Net loss for the period of September 21, 2023, to March 31, 2024, was ($148,014)~~2. Proprietary ~~Net~~Operational ~~loss~~Manuals ~~for the year ended March 31, 2025, was ($330,985). The change in net loss was primarily due to increased management salaries~~ and ~~Directors’~~Trade ~~fees during the period.~~Secrets

~~Capital~~This intellectual ~~Resources~~property ~~and~~is ~~Liquidity~~codified within our comprehensive OnCore Franchise Operations Manuals, which provide a disciplined, step-by-step framework for executing our business model:

~~For~~● ~~the~~Systematized ~~period~~Business ~~from~~Workflows: ~~September~~These ~~21,~~confidential ~~2023,~~manuals todictate ~~March~~operational ~~31,~~standards ~~2024,~~for ~~cash~~center ~~used by operating activities was $70~~design,~~081.~~ ~~For~~site ~~the~~selection ~~year~~within ~~ended~~our ~~March 31~~1,600 ~~2025~~to 2,000 ~~cash~~square ~~used~~foot byretail ~~operating~~guidelines, ~~activities~~micro-staffing ~~was~~recruitment ~~$191~~profiles,~~027.~~ ~~The~~customer ~~change~~acquisition ~~in cash~~funnels, ~~used~~and byautomated ~~operating~~subscription ~~activities~~tier ~~was primarily due to increased operating activity during the period~~management.

~~Net~~● ~~cash~~The ~~used~~4-Pillar inMethodological ~~investing~~Blueprint: ~~activities~~The ~~for~~manuals detail the ~~period~~proprietary ~~from~~instructional ~~September 21,~~protocols ~~2023,~~for todelivering ~~March~~our ~~31,~~integrated ~~2024,~~4-Pillar ~~was~~Model ~~$16,205.~~(Smart ~~Net~~Strength ~~cash~~Training, ~~used~~Precision inNutrition, ~~investing~~Dynamic ~~activities~~Assessments, ~~for~~and ~~the~~Medical ~~year ended March 31~~Affiliates), ~~2025,~~including ~~was~~High-Intensity ~~$5,685.~~Strength ~~The~~Training ~~change in~~(HIST) ~~cash~~safety ~~provided~~guidelines byand ~~investing~~the ~~activities~~precise isdiagnostic ~~due~~sequencing ~~primarily~~required to agenerate ~~decrease~~client inEGYM ~~the~~BioAge ~~purchase of equipment~~metrics.

~~Net~~The Company ~~cash~~restricts ~~provided~~access byto ~~financing~~these ~~activities~~manuals ~~for~~through ~~the period from September 21~~secure, ~~2023,~~encrypted todigital ~~March~~franchise ~~31, 2024, was $96,943~~portals. ~~Cash~~All ~~provided~~Area byDevelopment ~~financing activities for the year ended March 31~~Managers, ~~2025~~franchisees, and ~~was~~employees ~~$186,505.~~are ~~The~~contractually ~~change in~~bound ~~cash provided~~ by ~~financing~~perpetual ~~activities~~non-disclosure iscovenants ~~due primarily to proceeds received from the issuance of common stock~~ and ~~advances~~restrictive ~~from~~non-compete ~~Matthew Degelman, President~~clauses.

~~As at March 31, 2024, we had $10,657 in cash. As at March 31, 2025, we had $450 in cash.~~21

~~As at March 31, 2024, we had $72,114 in property and equipment, net~~3. AsDigital atAssets ~~March 31, 2025, we had $59,903 in property~~ and ~~equipment,~~Custom ~~net.~~Software ~~The change in property and equipment, net was primarily due to depreciation expense.~~Integrations

24Our digital ecosystem serves as the technological layer that unifies our franchise network and generates operational efficiencies:

As● atCorporate ~~March~~Web ~~31,~~Properties: ~~2024,~~The weCompany ~~had~~holds ~~$1,914~~exclusive inrights ~~intangible~~to ~~assets,~~our ~~net.~~primary Ascorporate ~~at March~~web 31domain, ~~2025, we had $4,908 in intangible assets, net~~www. ~~The change in intangible assets~~oncorelongevity.com, ~~net~~alongside ~~was~~all ~~primarily~~associated ~~due~~regional tosub-domains ~~the~~and ~~costs~~investor ~~associated with~~relations ~~the Company’s website~~interfaces.

As● atProprietary ~~March~~AI ~~31,~~Prompt ~~2024,~~Libraries and Data Routing Loops: While we ~~had~~utilize ~~$17,831~~foundational inenterprise ~~accounts~~architectures ~~payable~~from EGYM and ~~accrued expenses.~~Google AsGemini atAI, ~~March~~the ~~31,~~precise ~~2025~~middleware integrations, wecustom ~~had~~data-routing ~~$46~~APIs,~~358~~ inand ~~accounts~~specialized ~~payable~~engineering ~~and~~prompts ~~accrued~~that ~~expenses~~power our Pillar 2 (Precision Nutrition) platform are completely proprietary to Medical Exercise Inc. ~~The~~Our ~~change~~custom inartificial ~~accounts~~intelligence ~~payable~~engineering scripts ingest fluid biometric metrics from the EGYM cloud and ~~accrued~~instantly ~~expenses was~~synthesize ~~primarily~~them ~~due~~into topersonalized ~~increased~~menus ~~accounts~~and ~~payable~~grocery ~~due~~lists tailored for ~~accounting~~the ~~and~~40+ ~~audit~~demographic. ~~services~~This custom software behavior represents a highly defensible digital asset that operates at zero marginal labor cost.

AsBy maintaining atstrict ~~March~~control ~~31,~~over ~~2024,~~our weintellectual ~~had~~property ~~$109~~portfolio,~~043~~ inMedical ~~advances~~Exercise ~~payable – related party~~Inc. Asensures atglobal ~~March~~uniformity ~~31, 2025, we had $79,548~~ of ~~advances~~the ~~payable~~OnCore ~~– related party. The change in advances payable – related~~brand ~~party~~experience, ~~was~~shields ~~primarily~~its ~~due~~business tomodel ~~increased loans~~ from ~~Matthew~~competitive ~~Degelman~~encroachment, ~~President,~~ and builds a ~~reduction of $200~~robust,~~000~~ ofasset-light ~~advances~~corporate ~~payable~~balance tosheet ~~Matthew~~driven ~~Degelman,~~by ~~President,~~proprietary tointangible ~~pay a subscription received for common stock~~assets.

As at March 31, 2024, we had $6,973 in contract liabilities. As at March 31, 2025, we had $5,929 in contract liabilities. The contract liabilities represents deferred revenues which are payments received from customers before the services were provided. The change in contract liabilities was primarily due to decreased operating activity during the period.Competition

AsThe global atcommercial ~~March~~markets 31for health, ~~2024~~wellness, welongevity ~~had $2~~science,~~468~~ inand ~~deferred~~premium ~~rent.~~fitness Asare athighly ~~March~~fragmented, 31intensely competitive, ~~2025,~~and wesubject ~~had~~to $0rapid intechnological ~~deferred~~and ~~rent~~consumer shifts. ~~The~~Following ~~change~~our instrategic ~~deferred~~restructuring, ~~rent~~Medical ~~was~~Exercise ~~primarily~~Inc. ~~due~~operates toat the multi-disciplinary ~~lease~~intersection ~~being~~of ~~terminated~~several market sectors. We primarily compete for high-performing franchisees (specifically experienced personal trainers) and affluent consumer clients (adults aged 40 and older) across four major competitive verticals:

~~As at March 31, 2024, we had $684 in sales tax payable~~1. ~~As at March~~ ~~31,~~Boutique ~~2025,~~Fitness weStudios ~~had~~and ~~$725~~Premium inHealth ~~sales tax payable. The change in sales tax payable was primarily due to delays in paying sales tax payables.~~Clubs

~~Off~~We compete ~~Balance~~with ~~Sheet~~traditional ~~Arrangements~~high-end health clubs, big-box fitness networks, and specialized boutique fitness franchises (such as F45, Orangetheory Fitness, and specialized Pilates or strength concepts).

~~None~~● Our Competitive Advantage: Traditional fitness models over-index on younger consumer segments, focusing on aesthetic outcomes or complex group classes that introduce high injury risks for older adults. Furthermore, they rely on labor-intensive, unstandardized human personal training models carrying high operating costs.

~~APPLICATION~~● OFThe ~~CRITICAL~~OnCore ~~ACCOUNTING~~Distinction: ~~POLICIES AND~~OnCore ~~ESTIMATES~~provides a non-intimidating, low-risk, tech-forward environment. By standardizing our High-Intensity Strength Training (HIST) circuit entirely through the automated EGYM ecosystem, we deliver personalized, biomechanically flawless musculoskeletal conditioning optimized exclusively for the 40+ demographic.

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.22

~~Long-Lived~~2. Emerging ~~Assets~~Longevity and Biohacking Centers

~~The Company reviews its property and equipment~~This ~~for~~segment ~~impairment~~includes ~~whenever~~boutique ~~events~~longevity orlounges, ~~changes~~wellness insocial ~~circumstances~~clubs, ~~indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held~~ and ~~used~~dedicated is"biohacking" ~~measured~~centers ~~by a~~offering ~~comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset.~~fragmented Ifmodalities (such ~~assets~~as ~~are~~cold ~~considered~~plunges, toinfrared ~~be impaired~~saunas, ~~the~~hyperbaric ~~impairment~~oxygen tochambers, beand ~~recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long~~red-~~lived~~light ~~assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell~~therapies).

~~Stock~~● Our Competitive Advantage: While these concepts generate consumer awareness around the longevity economy, they frequently suffer from high CapEx requirements for low-~~Based~~throughput ~~Compensation~~equipment ~~Expense~~and lack a core physical strengthening component.

~~Stock-based~~● ~~compensation~~The ~~expense~~OnCore isDistinction: ~~measured at~~OnCore ~~the~~differentiates ~~grant~~itself ~~date~~through ~~fair~~a ~~value~~highly ofstructured, ~~the award and is expensed over the requisite service period. For stock~~data-~~based~~driven ~~awards to employees, non~~4-~~employees and~~Pillar ~~directors,~~Model. ~~the~~Rather ~~Company~~than ~~calculates~~relying ~~the fair value of the award~~ on ~~the~~passive ~~date~~wellness oftrends, ~~grant~~our ~~using the Black-Scholes option pricing~~ model~~, which~~ ~~includes~~anchors ~~variables~~longevity ~~such~~around as the ~~expected~~empirical ~~volatility~~biological ofbaseline ~~the Company’s share price, the exercise behavior~~ of ~~its~~muscle ~~grantees~~retention, ~~interest rates,~~metabolic ~~and dividend yields. These variables are projected based on the Company’s historical data~~optimization, ~~experience,~~ and ~~other~~medical-grade ~~factors. In~~tracking ~~the case of awards with multiple vesting periods, the Company has elected~~ to ~~use~~drive ~~the graded vesting attribution method, which recognizes compensation cost on a straight~~long-~~line~~term ~~basis~~subscription ~~over each separately vesting portion of the award as if the award was, in substance, multiple awards~~compliance.

~~Item 7A~~3. Traditional ~~Quantitative~~Anti-Aging, Hormone, and ~~Qualitative~~Wellness ~~Disclosures About Market Risk.~~Clinics

AsWe compete aindirectly ~~smaller~~with ~~reporting~~brick-and-mortar ~~company~~anti-aging practices, weboutique ~~are~~endocrinology ~~not~~clinics, ~~required~~and wellness facilities offering hormone toreplacement ~~provide~~therapy ~~information~~(HRT) ~~required~~or bymedical ~~this~~weight-management ~~Item~~solutions.

~~Item~~● 8.Our ~~Financial~~Competitive ~~Statements~~Advantage: These medical operators are traditionally reactive, capital-intensive, and ~~Supplementary~~saddled ~~Data~~with extreme real estate overhead, medical malpractice liabilities, and intense insurance regulatory compliance tracking.

~~See~~● ~~financial~~The ~~statements~~OnCore ~~included~~Distinction: Medical Exercise Inc. has engineered an asset-light, decentralized approach to clinical wellness. OnCore centers operate purely as non-clinical retail spaces. Through strategic regional partnerships with digital health networks—such as PeterMD in ~~Item~~the ~~15 “Exhibits~~U.S. and Science & Humans in Canada—we provide clients with a seamless digital referral vector to licensed medical practitioners, ~~Financial~~insulating ~~Statement~~our ~~Schedules”~~franchise ofnetwork ~~this~~and ~~annual~~corporate ~~report~~balance sheet from direct clinical liabilities.

254. Digital Fitness Applications and AI Nutritional Coaching Platforms

~~Item~~We compete 9.with ~~Changes~~direct-to-consumer infitness ~~and~~tracking ~~Disagreements~~applications, ~~with~~virtual ~~Accountants~~personal ontraining ~~Accounting~~software, and ~~Financial~~standalone ~~Disclosure~~AI-powered dietary programs.

● Our ~~independent~~Competitive ~~registered~~Advantage: ~~public~~Software-only ~~accounting~~applications ~~firm~~suffer isfrom ~~Salberg~~chronic ~~& Company,~~user ~~P.A.~~abandonment ~~There~~and ~~have~~low ~~not~~engagement ~~been~~because ~~any~~they ~~changes~~lack inphysical orverification, ~~disagreements~~real-world ~~with~~community ~~our accountants on accounting~~accountability, ~~financial~~and ~~disclosure~~direct orintegration ~~any~~with ~~other matter~~physical hardware.

~~Item~~● 9AThe OnCore Distinction: OnCore closes the loop between software and brick-and-mortar reality. ~~Controls~~Our custom Google Gemini AI nutrition dashboard does not rely on subjective data; it ingests empirical data streamed directly from the client’s EGYM workout performances and ~~Procedures~~InBody 770 body composition scans to produce precise, dynamic menus that change alongside real-time physical progress.

~~Within~~Our highly 90differentiated ~~days~~focus ~~prior~~on to the ~~end~~booming of40+ ~~the~~longevity ~~period~~market, ~~covered~~coupled bywith ~~this~~our ~~report the~~proprietary ~~registrant~~technological ~~carried~~integrations ~~out an evaluation of the effectiveness of the design~~ and ~~operation of disclosure controls and procedures pursuant~~asset-light tocorporate ~~Rule 13a-15 under the Securities Exchange Act of 1934~~structure, asprovides ~~amended~~us ~~(the “Exchange Act”). This evaluation was done under the supervision and~~ with ~~the~~deep ~~participation~~competitive ofadvantages, ~~registrants~~positioning ~~President~~Medical ~~and~~Exercise ~~Principal Financial Officer~~Inc. ~~Based~~to oncapture ~~that Evaluation he concluded that the registrant’s disclosure controls and procedures are not effective in gathering~~dominant, ~~analyzing~~long-term ~~and disclosing information needed~~institutional tomarket ~~satisfy~~share ~~the~~within ~~registrant’s disclosure obligations under~~ the ~~Exchange~~international ~~Act~~health ~~due~~span ~~to the material weaknesses disclosed below~~economy.

~~There were no significant changes in the registrant’s disclosure control and procedure, in factors that could significantly affect those controls and procedures since their most recent evaluation.~~23

~~Item~~Human Capital ~~9A(T). Controls and Procedures~~Resources

~~Our management is responsible for establishing and maintaining adequate internal control over financial report for the company~~1. ~~Internal control over financial reporting is to provide reasonable assurance regarding~~ ~~the~~Corporate ~~reliability~~Infrastructure of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition , use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.Philosophy

~~As of March 31, 2025, management assessed the~~Following ~~effectiveness of~~ the ~~Company’s~~cessation ~~internal~~of ~~control~~our ~~over~~direct ~~financial~~clinical ~~reporting~~operations ~~based~~during on the ~~criteria~~fiscal ~~for~~year ~~effective~~ended ~~internal~~March ~~control over financial reporting established in SEC guidance on conducting such assessments. Based on that evaluation~~31, ~~they concluded that~~2026, ~~during~~ the ~~period~~Company ~~covered~~re-engineered byits ~~this~~human ~~report, such internal controls and procedures were not effective to detect the inappropriate application~~capital ~~of US GAAP rules as more fully described below~~architecture. ~~This~~Our ~~was~~legacy ~~due~~model torequired ~~deficiencies~~a ~~that~~large, ~~existed~~capital-intensive inlocalized ~~the~~labor ~~design~~pool ~~or operation~~ of ~~our~~clinic ~~internal control~~managers, ~~over~~physical ~~financial~~therapists, ~~reporting~~billing clerks, ~~that adversely affected our internal controls~~ and ~~that~~administrative ~~may be considered to be material weaknesses~~staff.

~~The matters involving internal controls and procedures that the Company’s~~Under ~~management~~our ~~considered~~pure-play tofranchising bemodel ~~material~~for ~~weaknesses~~OnCore ~~under~~Longevity ~~the~~Centers, ~~standards of~~ the ~~Public~~ Company ~~Accounting~~operates ~~Oversight~~with ~~Board were: (1) lack of~~ a ~~functioning audit committee and lack of a majority of outside directors on the Company’s board of directors~~streamlined, ~~resulting~~asset-light incorporate ~~ineffective~~infrastructure. ~~oversight~~Corporate inworkforce ~~the~~resources ~~establishment~~are ~~and~~strictly ~~monitoring~~focused ofon ~~required~~high-leverage ~~internal~~macro-operations: ~~controls~~advancing ~~and~~core ~~procedures;~~intellectual ~~(2)~~property, ~~inadequate segregation of duties consistent~~managing ~~with~~centralized ~~control~~cloud ~~objectives;~~platforms (3including www.oncorelongevity.com), ~~insufficient~~refining ~~written~~automated ~~policies~~EGYM and ~~procedures~~Google ~~for~~Gemini ~~accounting~~AI ~~and~~technology ~~financial reporting with respect to the requirements~~integrations, and ~~application~~delivering ofcompliance ~~US GAAP~~ and ~~SEC~~marketing ~~disclosure~~support requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Chief Financial Officer in connection with the audit of our financial statements as of March 31, 2025, and communicated to our ~~management~~franchise network.

262. Workforce Demographics and Lean Execution

~~Management~~As ~~believes~~of ~~that~~March ~~the material weaknesses set forth in items (2)~~31, ~~(3) and (4) above did not have an effect on the Company’s financial results. However~~2026, ~~management~~our ~~believes~~corporate ~~that~~headquarters ~~the~~consists ~~lack~~ of ~~a functioning~~specialized ~~audit~~professionals. ~~committee~~This ~~and~~lean ~~lack~~infrastructure ofminimizes afixed ~~majority~~corporate ofoverhead ~~outside~~while ~~directors~~maximizing onrevenue ~~the~~throughput ~~Company’s~~per ~~board~~employee. ofWe ~~directors,~~scale operational ~~resulting~~capacity inexternally ~~ineffective~~by ~~oversight~~utilizing ~~in the~~software ~~establishment~~automation and ~~monitoring~~assigning ofregional ~~required~~recruitment, ~~internal~~training, ~~controls~~ and ~~procedures~~compliance ~~can~~enforcement to ~~result~~Area inDevelopment ~~the~~Managers ~~Company’s~~(ADMs) ~~determination~~across toour ~~its~~55 ~~financial statements~~designated ~~for~~North ~~the~~American ~~future years~~territories.

~~We are committed to improving our financial organization.~~Our Ascorporate ~~part~~staff ofis ~~this~~organized ~~commitment,~~into wefour ~~will~~core create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Companydisciplines: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

~~Management~~● ~~believes~~Executive ~~that~~Leadership ~~the~~and ~~appointment~~Strategy: ofOversees ~~more outside~~international ~~directors~~brand expansion, ~~who~~capital ~~shall be appointed to a fully functioning audit committee~~allocation, ~~will~~corporate ~~remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company’s Board. In addition~~governance, ~~management believes that preparing~~ and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC ~~disclosure~~regulatory ~~requirements; and (ii) ineffective controls over period end financial close and reporting processes~~compliance. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.

We● ~~will~~Franchise ~~continue~~Development ~~to monitor~~ and ~~evaluate~~Compliance: Manages the ~~effectiveness~~ ofArea ~~our~~Development ~~internal~~pipeline, ~~controls~~underwrites ~~and~~franchise ~~procedures~~applications, ~~and~~administers ~~our~~Franchise ~~internal~~Disclosure ~~controls~~Documents ~~over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements~~(FDDs), ~~as necessary~~ and asexecutes ~~funds~~legal ~~allow~~territory protections.

~~There~~● ~~have~~Technology ~~been~~and noSystems ~~significant~~Integration: ~~changes~~Manages in our ~~internal~~ ~~controls~~proprietary ~~over~~digital ~~financial~~core, ~~reporting~~maintains ~~that~~custom ~~occurred~~data-routing ~~during the year ended March 31~~APIs, ~~2025,~~and ~~that~~engineers ~~have~~background ~~materially~~Google ~~affected~~Gemini orAI ~~are~~prompt ~~reasonably likely~~engines tofor ~~materially~~automated ~~affect,~~nutrition ~~our internal controls over financial reporting~~solutions.

~~This~~● ~~annual~~Brand ~~report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.~~ Management~~’s report~~ ~~was~~and ~~not~~Turnkey ~~subject~~Marketing: toCurates ~~attestation~~and bydistributes ~~the~~centralized ~~Company’s~~digital ~~independent~~ad ~~registered~~campaigns, ~~public~~pre-sales ~~accounting~~marketing ~~firm~~funnels, ~~pursuant to temporary rules of the Securities~~ and ~~Exchange~~standardized ~~Commission~~brand ~~that~~collateral ~~permit the Company~~ to ~~provide~~accelerate ~~management~~client ~~report in the Annual Report~~acquisition.

~~Item 9B~~3. Talent ~~Other~~Attraction, ~~Information.~~Retention, and Franchise Alignment

~~None~~Our corporate recruitment strategy focuses on attracting top-tier executive talent with backgrounds in franchise scaling, enterprise software architecture, and international brand management. We maintain a high-performance corporate culture by aligning employee compensation directly with shareholder value via milestone-driven equity plans and performance bonuses tied to network store-opening velocities.

~~Item~~Concurrently, we 9Cmitigate the fitness industry's chronic labor crisis through our franchise selection strategy. ~~Disclosure~~By ~~Regarding~~targeting ~~Foreign~~experienced ~~Jurisdictions~~personal ~~that~~trainers to ~~Prevent~~become ~~Inspections~~local franchise owners, we eliminate the operational risks associated with hiring entry-level gym staff. Our model empowers elite trainers to transition from hourly employees into equity-holding business owners, establishing a self-motivated network of local owner-operators incentivized to maintain brand standards and drive high-margin subscription retention without requiring corporate payroll support.

~~None~~24

27Corporate Facilities

~~PART~~The Company’s ~~III~~physical facilities strategy reflects our transition to an asset-light, pure-play franchising model. Following the liquidation of our corporate-owned clinical sites, the Company no longer owns any real property, nor do we maintain large corporate office footprints or centralized warehouses. Our operations are conducted through a streamlined network of compliance addresses, decentralized remote executive functions, and strategic cross-border spaces.

~~Item~~The Company’s ~~10.~~facilities ~~Directors,~~framework ~~Executive~~consists ~~Officers,~~of ~~Promoters~~the ~~and~~following ~~Control Persons.~~locations:

~~All Directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified~~1. ~~The Officers of our company are~~ ~~appointed~~United byStates ~~our~~Statutory ~~board~~Compliance ~~of Directors and hold office until their death, resignation or removal from office. Our Directors and executive Officers, their ages, positions held, and duration as such, are as follows:~~Office

Name	Position Held with our Company	Age	Date First Elected or Appointed
Matthew Degelman	President, Secretary, Treasurer and Director	29	September 21, 2023
Max Lemos	Vice-President and Director	50	May 31, 2024

The Company maintains its registered statutory legal office at 7901 4th St N, STE 300, St. Petersburg, FL 33702. This facility serves as our official address for corporate registrations, statutory filings, the service of legal process, and communications with regulatory bodies like the SEC and FTC. Administrative tasks are managed via corporate service networks to ensure low-overhead maintenance of our domestic standing.

~~Business~~2. Canadian ~~Experience~~Operational Hub and Shared Facility Sub-Lease

~~The~~To support ~~following~~our isinternational arollout ~~brief account of the education~~ and ~~business~~establish ~~experience~~a ofphysical ~~each~~administrative ~~Director~~anchor ~~and~~within ~~Executive~~our ~~Officer~~initial ~~during~~Canadian attarget ~~least~~market, the ~~past five years, indicating each person’s business~~Company ~~experience,~~entered ~~principal~~into ~~occupation~~a ~~during~~definitive ~~the~~commercial ~~period,~~Sub-Lease ~~and~~Agreement ~~the~~with ~~name~~Degco ~~and~~Fitness ~~principal~~Ventures ~~business~~Ltd. of("Degco"), ~~the~~our ~~organization~~inaugural byCanadian franchise ~~which her was employed~~partner.

● ~~Matthew~~Facility ~~Degelman~~Parameters ~~President~~and Geographic Positioning: Under the agreement, ~~Secretary~~the Company sub-leases approximately 110 square feet of dedicated administrative office space located within Degco’s franchise facility at 4057 Albert Street, ~~Treasurer~~Regina, Saskatchewan, Canada. This co-located space positions our corporate team inside our initial field training site, providing executive leadership with operational oversight and ~~Director~~direct access to our core technology platforms.

~~Mr.~~● ~~Degelman,~~Financial ~~29,~~Terms ~~has~~and ~~been~~Pro-Rata ~~our~~Cost ~~President and~~Commitments: aThe ~~Director~~Company ~~since~~is ~~inception~~responsible offor ~~the~~its ~~corporation~~pro-rata inshare ~~2023.~~of ~~From~~ongoing ~~2022~~occupancy tocosts ~~2023,~~associated ~~Mr.~~with ~~Degelman~~the ~~was~~master ~~President~~property, ~~and~~including ~~Director~~proportional allocations of ~~MedX~~base ~~Fit~~commercial ~~Tech Inc.~~rent, ~~From~~property ~~2014~~taxes, tobuilding ~~2020~~insurance, Mrand utilities. ~~Degelman~~This ~~held~~configuration ~~various~~minimizes ~~management~~fixed ~~positions~~corporate atliabilities ~~Degelman~~and ~~Industries~~protects inworking ~~Regina,~~capital ~~Canada~~reserves.

Mr3. ~~Degelman holds a Bachelor of Administration~~ ~~degree~~Adequacy ~~from the University~~ of ~~Regina, Canada.~~Facilities

●Management believes ~~Max~~that ~~Lemos~~our ~~Vice~~existing ~~President~~corporate facilities are highly optimized, operationally adequate, and ~~Director~~sufficient to meet current administrative and regulatory requirements. As our Area Development Manager (ADM) network expands across our 55 designated North American territories, we intend to utilize similar shared-space or co-located sub-lease structures within regional flagship centers to support localized training without incurring direct, multi-decade commercial lease liabilities at the corporate level.

~~Mr. Lemos, 50, has been our Vice President~~Regulatory ~~since the inception of the corporation~~ and aCompliance Director since May 2024. From 2005 to 2022, Mr. Lemos was Development Agent for Subway in Brazil. From 2023 to present, Mr. Lemos is a Subway Clinic multi-unit operator in the State of Rio de Janeiro, Brazil. From 2000 to 2003, Mr. Lemos was a Project Manager for a leading commercial construction company in Brazil.Environment

~~Mr. Lemos holds a Bachelor of Science~~Franchise ~~degree~~Disclosure ~~in Architecture~~ and aRelationship ~~Bachelor of Urban Planning degree from the University of Santa Ursula in Rio de Janeiro, Brazil.~~Regulations

~~Committees~~As an international franchisor of the ~~Board~~OnCore Longevity Centers brand, Medical Exercise Inc. operates in a highly regulated environment. The offer, sale, and management of franchises are subject to extensive federal, state, and provincial laws in the United States, Canada, and other international jurisdictions designed to protect purchasers and Area Development Managers through pre-sale financial disclosures. Non-compliance can result in severe civil or criminal penalties, mandatory contract rescission, monetary fines, and the freezing of our expansion pipelines.

~~We do not have a separate audit committee at this time. Our entire board of Directors acts as our audit committee.~~25

281. United States Federal Regulation (The FTC Franchise Rule)

~~Item~~In the ~~11.~~United ~~Executive~~States, ~~Compensation~~our marketing and sales operations are governed by the Federal Trade Commission (FTC) Trade Regulation Rule entitled "Disclosure Requirements and Prohibitions Concerning Franchising" (16 C.F.R. Part 436):

~~Medical~~● ~~Exercise~~The ~~Inc.~~Franchise ~~has~~Disclosure ~~made~~Document no(FDD): ~~provisions~~The ~~for~~Company ~~paying~~is ~~cash~~mandated ~~or non-cash compensation~~ to ~~either~~maintain ofand ~~its~~annually ~~two~~update ~~Officers~~a ~~and~~standardized ~~Directors.~~FDD Nocontaining ~~salaries~~detailed ~~are~~disclosures ~~being~~across ~~paid~~23 atspecific ~~the present time~~items, ~~and~~including ~~none~~executive ~~will~~backgrounds, belitigation ~~paid~~histories, ~~unless and~~fee ~~until~~architectures, ~~our~~startup ~~operations~~ranges, ~~generate~~and ~~sufficient~~audited ~~cash~~financial ~~flows~~statements.

~~The~~● ~~table~~Mandatory ~~below~~Pre-Sale ~~summarizes~~Delivery ~~all~~Windows: ~~compensation~~The ~~awarded~~FDD ~~to,~~must ~~earned~~be ~~by, or~~formally ~~paid~~delivered to ~~our~~a ~~named~~prospective ~~Executive~~franchisee ~~Officers~~or ~~and~~Area ~~Directors~~Development ~~for~~Manager ~~all~~at ~~services~~least ~~rendered~~14 incalendar ~~all~~days ~~capacities~~before tosigning usany ~~for~~binding ~~their~~agreement ~~appointment~~or ~~for~~submitting ~~the period ended March 31, 2025~~payment.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Matthew Degelman – President, Secretary, Treasurer,	2024		-		-		-		-		-		-		-		-
and Director	2025		-		-	$	100,000		-		-		-		12,000		112,000
Max Lemos – Vice-President	2024		-		-		-		-		-		-		-		-
and Director	2025		-		-		-		-		-		-		3,000		3,000

●

Financial Performance Representations (Item 19): Any representation regarding actual or potential sales, gross profits, or net operating income can only be made within Item 19 of the FDD. These representations must possess a reasonable basis, be backed by empirical data, and present median and average historical results alongside unit contraction rates.

~~There~~2. United ~~are~~States ~~no other stock option plans, retirement, pension, or profit~~State-~~sharing plans~~Level ~~for~~Franchise ~~the benefit of our Officers and Directors other than as described herein.~~Regulations

~~Item~~Beyond federal ~~12.~~oversight, ~~Security~~the ~~Ownership~~Company ofmust ~~Certain~~comply ~~Beneficial~~with ~~Owners~~state-specific ~~and~~franchise ~~Management~~laws ~~and~~across ~~Related~~three ~~Stockholder Matters.~~categories:

~~The~~● ~~following~~Franchise ~~table~~Registration ~~sets forth certain information as of March 31, 2025 with respect to the holdings of~~States: ~~(1)~~In ~~each~~approximately ~~person~~14 ~~known~~states ~~to us to be the beneficial owner of more than 5% of our Common Stock;~~ (2)e.g., ~~each~~California, ofNew ~~our Directors~~York, ~~nominees for Director and named Executive Officers; and (3~~Illinois) ~~all Directors and Executive Officers as a group. To the best of our knowledge~~, ~~each of~~ the ~~persons~~Company ~~named~~is inprohibited ~~the~~from ~~table~~offering ~~below~~or asselling ~~beneficially~~a ~~owning~~franchise ~~the~~until ~~shares~~our ~~set~~FDD ~~forth therein~~ has ~~sole~~been ~~voting~~formally ~~power~~filed ~~and sole investment power~~ with ~~respect~~and toapproved ~~such~~annually ~~shares,~~by ~~unless~~state ~~otherwise~~regulatory ~~indicated~~bureaus. ~~Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, at the address of 7901 4th St N, Suite 300, St Petersburg, Florida, 33702.~~

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percentage of Class(1)
Matthew Degelman	Common Stock	9,000,000	Direct		73.0	%
Max Lemos	Common Stock	1,000,000	Direct		8.1	%
Directors and Executive Officers (2-as a group)	Common Stock	10,000,000			81.1	%

●

Franchise Filing and Business Opportunity States: Multiple states (e.g., Florida, Connecticut) maintain "Business Opportunity" notice filing laws, requiring notice filings and statutory fees to ensure compliance.

~~(1)~~● ~~Based~~Franchise onRelationship 12Statutes: Several states enforce laws restricting the Company’s autonomy regarding contract renewals,~~327~~ territory carve-outs,~~000~~ ~~shares~~transfers of ~~our~~ownership, ~~common~~and ~~stock~~terminations, ~~outstanding~~frequently asrequiring a showing of "good cause" and providing the ~~date~~franchisee ~~hereof~~a mandatory period to cure defaults.

~~Description~~3. Canadian ofProvincial ~~Common~~Franchise ~~Stock~~Regulations

WeOur international ~~are~~expansion ~~currently~~into ~~authorized~~Canada to- ~~issue~~including upour tofranchise ~~100,000,000~~agreement ~~shares~~with ofDegco ~~capital stock~~Fitness ~~consisting~~Ventures ~~of:~~Ltd. ~~100,000,000~~and ~~shares~~flagship oflaunch ~~common~~in ~~stock~~Regina, Saskatchewan no- ~~par~~is ~~value~~subject to provincial legislation. AsCanada ofdoes ~~March~~not 31maintain a federal franchise regulatory body; individual provinces enforce statutory regimes, ~~2025~~such as the Arthur Wishart Act (Franchise Disclosure), 122000 in Ontario,~~327,000~~ ~~shares~~and ofparallel ~~common~~disclosure ~~stock~~acts ~~were~~in ~~issued~~Alberta, British Columbia, Manitoba, New Brunswick, and ~~outstanding.~~Prince Edward Island:

~~Item~~● 13Provincial Disclosure Obligations: Comprehensive single-document disclosure packets must be provided to prospective Canadian operators at least 14 days prior to agreement execution. ~~Certain~~Failure ~~Relationships~~to ~~and~~disclose ~~Related~~all ~~Transactions~~"material facts"—any information expected to affect the prospective value or acquisition decision—grants the franchisee a statutory right to rescind the agreement within two years, forcing the Company to repurchase equipment and ~~Director~~refund ~~Independence~~all initial fees.

~~Currently,~~● ~~there~~The ~~are~~Statutory noDuty ~~contemplated~~of ~~transactions that~~Fair ~~the~~Dealing: ~~Company~~Canadian ~~may~~provincial ~~enter~~laws ~~into~~impose ~~with~~an ~~our~~unalterable ~~officers,~~duty ~~directors~~of orgood ~~affiliates.~~faith Ifand ~~any~~fair ~~such~~dealing ~~transactions~~on ~~are~~both ~~contemplated,~~parties weduring ~~will~~contract ~~file~~performance ~~such disclosure~~and inenforcement, asubjecting ~~timely~~corporate ~~manner~~enforcement ~~with~~actions ~~the~~and ~~Commission~~audits ~~on the proper form making such transaction available for the public~~ to ~~view~~judicial scrutiny.

The Company has no formal written employment agreement or other contracts with our current officer and director and there is no assurance that the services to be provided by him will be available for any specific length of time in the future. Mr. Degelman and Mr. Lemos anticipate devoting at a minimum of fifty percent of their available time to the Company’s affairs. The amounts of compensation and other terms of any full-time employment arrangements would be determined, if and when, such arrangements become necessary.26

~~Item 14~~4. Strategic ~~Principal~~Compliance ~~Accounting Fees and Services.~~Management

~~The~~To manage ~~following~~this ~~table~~multi-layered ~~sets~~regulatory ~~forth~~architecture without inflating corporate overhead, the ~~aggregate~~Company ~~fees~~leverages its Area Development Manager ~~billed~~(ADM) byterritory ~~Salberg~~layout. &Our ~~Company~~ADMs assume localized responsibility for supervising regional regulatory changes, Pvalidating sub-franchisee compliance, and filtering regional advertising through corporate guidelines.A. ~~for~~Concurrently, the ~~years~~Company ~~ended~~retains ~~March~~specialized ~~31:~~external franchise counsel to manage annual FDD registration updates and monitor state-level and international legal landscapes.

	2025		2024
Audit Fees	$	65,000	$	32,000
Audit Related Fees	$	15,000	$	-
Tax Fees	$	-	$	-
All Other Fees	$	-	$	-
Total	$	80,000	$	32,000

Consumer Health, Wellness, and AI Data Privacy Regulation

29Because Medical Exercise Inc. operates a unified digital ecosystem integrating advanced robotics, biometric diagnostic scanning, and generative artificial intelligence, our corporate framework is subject to increasingly stringent data privacy and consumer protection statutes. While our pure-play franchise network operates on a private-pay, cash basis and is structurally insulated from direct medical insurance reporting liabilities, the data types we ingest, route, and analyze—including body composition metrics, physical performance data, and AI-driven lifestyle recommendations—are heavily regulated.

~~PART~~Our technology IVcompliance operations are governed across two primary regulatory vectors:

~~Item 15~~1. Biometric ~~Exhibits~~Tracking and ~~Financial~~Consumer ~~Statement~~Health ~~Schedules.~~Data Regulations

The collection and longitudinal tracking of client physical metrics—via the InBody 770 Bioelectrical Impedance Analysis (aBIA) ~~The~~scanner and ~~following~~the ~~documents~~camera-guided ~~are~~EGYM ~~filed~~Hub asinterface—subject ~~part~~the ofCompany ~~this~~and ~~Annual~~its ~~Report~~franchisees onto ~~Form~~overlapping ~~10-K~~biometric privacy regimes:

1.● ~~Financial~~State-Level ~~Statements~~Biometric Statutes: The Illinois Biometric Information Privacy Act (BIPA), alongside comprehensive privacy acts in California (CCPA/CPRA), Texas (TDPSA), and Virginia (VCDPA), apply broad legal definitions to biometric information. Because biometric markers are immutable, these statutes mandate that our local centers obtain explicit, written opt-in consent before diagnostic execution, maintain public data retention/destruction policies, and enforce absolute bans on the sale or unauthorized cross-border transmission of consumer biological profiles.

~~Our~~● ~~financial~~Health ~~statements~~ and Wellness Privacy Expansion: Regulators have extended health privacy protections to encompass consumer-facing digital wellness applications that fall outside the ~~Report~~traditional scope of ~~Independent~~HIPAA. ~~Registered~~Washington’s ~~Public Accounting~~My ~~Firm~~Health ~~are~~My ~~included~~Data ~~herein~~Act serves as a national standard, creating private rights of action and imposing strict operational restrictions on ~~page~~entities ~~F-1~~capturing consumer wellness markers, requiring explicit consent for data processing and imposing geofencing limitations around facilities.

2.● ~~Financial~~The ~~Statement~~FTC ~~Schedules~~Health Breach Notification Rule: Under federal provisions, the Federal Trade Commission (FTC) aggressively monitors mobile health and wellness applications tracking physical or metabolic performance. If our centralized digital ecosystem or mobile application experiences a security breach involving unencrypted consumer metrics, the Company is legally required to execute immediate notifications to affected consumers, the FTC, and national media outlets.

~~The financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial statements and notes thereto on page F-1.~~27

32. Generative ~~Exhibits:~~Artificial Intelligence and Algorithmic Governance

~~INDEX~~Our proprietary TOintegration ~~EXHIBITS~~of Google Gemini AI to power Pillar 2 (Precision Nutrition) places the Company under emerging state, federal, and international artificial intelligence regulatory oversight:

Exhibit No.		Document Description
3.1*		Articles of Incorporation
3.2*		Bylaws
4.0		Description of Securities
23.1*		Consent of Salberg & Company, PA
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

●

FTC Algorithmic Enforcements: The FTC utilizes its authority under Section 5 of the FTC Act to police companies deploying AI within consumer services. The agency mandates that AI-driven recommendations have an empirical basis, remain transparent, and avoid discriminatory sorting. If an AI platform outputs misleading or harmful advice ("hallucinations"), the deployer faces unfair trade practice liability, which can include mandatory algorithmic disgorgement (forced destruction of models and prompt libraries).

*● ~~Previously~~State ~~Filed~~AI Transparency Mandates: Emerging state legislation, including the Utah AI Policy Act, imposes clear transparency requirements on entities utilizing generative AI. Under these laws, our client platforms must provide prominent disclosures informing the consumer that they are interacting with an AI engine at the commencement of the consultation sequence.

~~Item 16~~3. Data ~~Form~~Architecture ~~10-K~~and ~~Summary.~~Risk Mitigation Strategy

~~None~~To navigate this fragmented data security environment without inflating corporate overhead, Medical Exercise Inc. enforces strict data stewardship protocols across our enterprise software layer:

30● Disabled Vendor AI Training Toggles: At the enterprise contract level, the Company has configured its API architecture to enforce comprehensive data-isolation toggles. Our custom configurations explicitly bar Google Gemini from utilizing our clients' biometric parameters, lean mass metrics, or dietary outputs for public model training.

~~SIGNATURES~~● Mandatory Multi-Factor Authentication and Encryption: Our digital platform requires multi-factor authentication (MFA) for all corporate, franchisee, and Area Development Manager portal logins. All client data—whether at rest on our secure cloud servers or in transit—is fully encrypted.

~~Pursuant~~By maintaining toa ~~the~~legally ~~requirements~~sound ofstance ~~Section~~on 13biometric ortracking ~~15(d)~~security ofand ~~the~~artificial ~~Securities Exchange~~intelligence ~~Act~~data ~~of 1934~~governance, ~~the~~Medical ~~registrant~~Exercise ~~has~~Inc. minimizes ~~duly~~technological ~~caused~~liabilities, ~~this~~insulates ~~report~~its tofranchise bepartners ~~signed~~from ondata-handling ~~its~~penalties, ~~behalf~~and byreinforces ~~the~~consumer ~~undersigned,~~trust ~~thereunto~~in the ~~duly~~OnCore ~~authorized~~brand.

	Medical Exercise Inc.
July 14, 2025	By:	/s/ Matthew Degelman
		Matthew Degelman
		President

Item 1A. Risk Factors

~~Pursuant~~An investment toin ~~the~~our ~~requirements~~common stock involves a number of ~~the~~very ~~Securities~~significant ~~Exchange~~risks. ~~Act~~You ofshould ~~1934,~~carefully consider the following risks and uncertainties in addition to other information in this ~~report~~prospectus ~~has~~in ~~been~~evaluating ~~signed~~our ~~below~~company byand ~~the~~its ~~following~~business ~~persons~~before onpurchasing ~~behalf~~shares of ~~the~~our ~~registrant~~company’s common ~~and~~stock. inOur ~~the~~business, ~~capacities~~operating results and onfinancial condition could be seriously harmed due to any of the ~~dates~~following ~~indicated~~risks. You could lose all or part of your investment due to any of these risks.

Signature	Title	Date
/s/ Matthew Degelman	President	July 14, 2025
Matthew Degelman	(Principal Executive Officer and Principal Accounting Officer)
/s/ Max Magalhaes Lemos	Vice-President	July 14, 2025
Max Magalhaes Lemos

31Risks Related to Our Business

~~MEDICAL~~We have ~~EXERCISE~~a ~~INC~~limited operating history under our restructured asset-light franchise model, which makes it difficult to evaluate our forward performance and increases the risk of your investment.

~~FINANCIAL~~Following a ~~STATEMENTS~~comprehensive corporate restructuring finalized during the fiscal year ended March 31, 2026, the Company ceased its legacy owner/operator back pain clinic model, rebranded its operational infrastructure to OnCore Longevity Centers, and transitioned exclusively into a pure-play, asset-light international franchising platform. While our corporate predecessor commenced clinical operations in February 2024, we have no meaningful operating history under our current commercial architecture, which relies on licensing our intellectual property to Area Development Managers (ADAs) and independent franchise partners across 55 newly segmented North American territories.

	Page
Report of Independent Registered Public Accounting Firm (PCAOB #106)	F-2
Balance Sheets as of March 31, 2025 and 2024	F-3
Statements of Operations for the Year Ended March 31, 2025 and for the Period From September 21, 2023 (Inception) Through March 31, 2024	F-4
Statements of Changes in Stockholders’ Deficit for the Year Ended March 31, 2025 and for the Period From September 21, 2023 (Inception) Through March 31, 2024	F-5
Statements of Cash Flows for the Year Ended March 31, 2025 and for the Period From September 21, 2023 (Inception) Through March 31, 2024	F-6
Notes to Financial Statements	F-7

Consequently, any evaluation of our historical financial statements, clinical operational metrics, or legacy revenue streams is unrepresentative of our forward-looking corporate trajectory. Investors cannot rely on our past performance to predict future operational velocity, store-opening cadences, or royalty-generating capacity. Our long-term commercial viability must be judged solely on our ability to execute this unproven franchise model, which introduces significant execution risks, including our capacity to:

~~F-1~~● Attract, vet, and contract with qualified ADAs across 50 distinct United States and 5 Canadian regional markets.

~~Report~~● ofSuccessfully ~~Independent~~recruit ~~Registered~~and ~~Public~~convert ~~Accounting Firm~~experienced independent personal trainers into equity-owning, multi-unit franchise operators.

To● ~~the~~Maintain ~~Stockholders~~absolute standardization and ~~the~~quality ~~Board~~control ofacross ~~Directors of:~~decentralized third-party facilities utilizing our integrated 4-Pillar Model (Smart Strength Training, Precision Nutrition, Dynamic Assessments, and Medical Affiliates).

~~Medical~~● ~~Exercise,~~Enforce ~~Inc~~continuous technical compliance regarding our critical backend cloud infrastructure integrations with EGYM smart-strengthening circuits and Google Gemini AI precision nutrition engines.

~~Opinion~~Because our new model is structurally dependent on the ~~Financial~~entrepreneurial ~~Statements~~execution, capital liquidity, and local marketing success of independent third-party operators, we cannot assure investors that our flagship launch in Regina, Saskatchewan in September 2026, or any subsequent regional openings, will achieve commercial traction or sustained subscriber retention. If our target market of affluent consumers aged 40 and older fails to adopt our private-pay, cash-based longevity programming at the scale we anticipate, or if our franchise rollout experiences systemic regulatory or construction delays, our new business model may fail.

~~We have audited the accompanying balance sheets~~As ofa ~~Medical Exercise~~result, ~~Inc.~~our ~~(the~~corporate ~~“Company”)~~scaling asremains ofsubject ~~March~~to ~~31,~~all ~~2025~~the ~~and~~financial ~~2024~~instability, ~~the~~operational ~~related statement of operations~~pivots, ~~changes~~unpredicted ~~in stockholders’ deficit and cash flows for each of the two years in the period ended March 31~~expenses, ~~2025,~~ and ~~the related notes (collectively referred to as~~regulatory ~~the~~bottlenecks ~~“financial~~encountered ~~statements”).~~by ~~In our opinion~~early-stage, ~~the~~unproven ~~financial statements present fairly~~concepts, inincreasing ~~all material respects,~~ the ~~financial position~~speculative ofnature ~~the Company as~~ of ~~March~~your ~~31,~~investment ~~2025~~ and ~~2024,~~potentially ~~and the results of its operations and its cash flows for each the two years in~~resulting ~~the period ended March 31, 2025,~~ in ~~conformity with accounting principles generally accepted in~~ the ~~United~~total ~~States~~loss of ~~America~~your capital.

~~Going Concern~~29

~~The accompanying financial statements~~ We have ~~been prepared assuming that the Company will continue as~~ a ~~going~~history ~~concern.~~of ~~As discussed in Note 2 to the financial statements, the Company had a~~ net ~~loss~~losses and ~~cash~~can ~~used~~give inno ~~operations~~assurance ofthat ~~$330,985~~we ~~and~~will ~~$191,027~~achieve ~~for~~or ~~the~~sustain ~~period~~corporate ~~ended~~profitability ~~March~~under ~~31,~~our ~~2025,~~rebranded ~~and a working capital deficit, accumulated~~OnCore ~~deficit,~~Longevity ~~and stockholders’ deficit of $132,110, $478,999 and $67,299 respectively, at March 31, 2025~~platform. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Basis~~Since inception, ~~for~~we ~~Opinion~~have engaged primarily in research and development, corporate restructuring, brand engineering, and the systematic design of our international franchise infrastructure. As a result, we have a history of net losses, including a significant accumulated deficit as of March 31, 2026. These historical losses were primarily driven by the high capital expenditures and heavy fixed operating costs required to maintain our legacy, owner-operated back pain clinical sites, coupled with the administrative overhead associated with managing a publicly traded entity.

~~These~~While we ~~financial~~have ~~statements~~terminated ~~are~~legacy ~~the~~clinical ~~responsibility of~~operations and transitioned to an asset-light, pure-play franchising model under the ~~Company’s~~OnCore ~~management.~~Longevity Centers ~~Our~~brand, ~~responsibility~~we isexpect to ~~express~~continue anto ~~opinion~~incur onsignificant ~~the~~corporate ~~Company’s~~expenses ~~financial~~moving ~~statements~~forward. ~~based~~Operating onexpenses ~~our audits.~~will Weincrease ~~are~~as awe ~~public~~expand our ~~accounting~~North ~~firm~~American ~~registered~~footprint, ~~with~~enhance ~~the~~custom ~~Public~~data-routing ~~Company~~APIs, ~~Accounting~~protect ~~Oversight~~pending ~~Board~~trademarks ~~(United~~with ~~States)~~the ~~(“PCAOB”)~~ USPTO and ~~are~~CIPO, ~~required~~and deliver marketing support to beour ~~independent~~Area ~~with~~Development ~~respect~~Managers to(ADAs). ~~the~~As ~~Company~~a inpublic ~~accordance~~company ~~with~~listed on the ~~U.S.~~OTCQB ~~federal~~market, ~~securities~~we ~~laws~~will ~~and~~also ~~the~~face ~~applicable~~substantial, non-negotiable ~~rules~~legal, auditing, and ~~regulations~~regulatory offiling ~~the~~costs ~~Securities~~to ~~and~~maintain ~~Exchange~~compliance ~~Commission~~with SEC and ~~the~~FINRA ~~PCAOB~~requirements.

WeConsequently, ~~conducted~~to ~~our~~achieve ~~audits~~and insustain ~~accordance~~corporate ~~with~~profitability, ~~the standards of the PCAOB. Those standards require that~~ we ~~plan~~must generate ~~and~~substantial ~~perform~~revenues ~~the~~from ~~audits~~our tonew ~~obtain~~franchise ~~reasonable~~channels. ~~assurance~~Our ~~about~~forward-looking ~~whether the~~ financial ~~statements~~ ~~are~~viability ~~free of material misstatement, whether due to error or fraud. The Company~~ is ~~not~~entirely ~~required~~dependent toon ~~have,~~the ~~nor were we engaged~~velocity toand ~~perform,~~success ~~an audit~~ of ~~internal~~our ~~control~~territory ~~over financial reporting~~rollouts. AsWe ~~part~~must ofsuccessfully ~~our audits, we are required to~~ obtain anupfront ~~understanding~~Initial ~~of internal~~Franchise ~~control~~Fees ~~over~~across ~~financial~~our ~~reporting~~50 ~~but~~designated ~~not~~United ~~for~~States and ~~the~~5 ~~purpose~~Canadian ofregional ~~expressing~~markets anand ~~opinion~~rapidly oncapture ~~the~~high-margin, ~~effectiveness~~recurring ofmonthly ~~the~~Royalty ~~Company’s internal~~Payments ~~control~~from ~~over~~operational ~~financial reporting~~centers. ~~Accordingly, we express no such opinion.~~

~~Our~~Because we ~~audits~~are ~~included~~in ~~performing procedures to assess~~ the ~~risks~~earliest ofstages ~~material misstatement~~ of ~~the~~network ~~financial statements~~deployment, ~~whether~~we ~~due~~cannot toassure ~~error~~you orthat ~~fraud,~~we ~~and~~will ~~performing~~ever ~~procedures~~achieve ~~that~~or ~~respond~~sustain ~~to those risks~~profitability. ~~Such~~Our ~~procedures~~inaugural ~~included~~Canadian ~~examining,~~flagship oncenter ain ~~test~~Regina, ~~basis~~Saskatchewan, ~~evidence~~is ~~regarding~~not ~~the~~scheduled ~~amounts~~to ~~and~~commence ~~disclosures~~commercial inoperations ~~the~~until ~~financial~~September ~~statements.~~2026, ~~Our~~meaning ~~audits also included~~we ~~evaluating~~will ~~the~~generate ~~accounting~~no ~~principles~~active ~~used~~subscription ~~and~~royalty ~~significant~~streams ~~estimates~~from ~~made~~this bylocation ~~management,~~until asthat ~~well~~time. asOur ~~evaluating~~ability ~~the~~to ~~overall~~capture ~~presentation of~~revenue ~~the~~is ~~financial~~subject ~~statements.~~to numerous Wefactors ~~believe~~beyond ~~that~~ our ~~audits~~direct ~~provide~~corporate acontrol, ~~reasonable basis for our opinion.~~including:

~~Critical~~● ~~Audit~~The ~~Matters~~financial capability and local marketing execution of independent franchise operators.

● The ~~critical~~velocity ~~audit~~at ~~matters~~which ~~are~~ADAs ~~matters~~can ~~arising from~~identify ~~the current period audit of the financial statements that were communicated or required to be communicated to the audit committee~~ and ~~that:~~sub-franchise ~~(1) relate~~ to ~~accounts~~qualified orpersonal ~~disclosures~~trainers ~~that~~within ~~are~~their ~~material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments~~territories. ~~We determined that there are no critical audit matters.~~

~~/s/~~● ~~Salberg~~Fluctuations &in ~~Company~~consumer discretionary spending, Pparticularly among our core 40+ demographic, regarding out-of-pocket, private-pay health span subscriptions.A.

~~SALBERG~~● &Macroeconomic ~~COMPANY~~pressures, Pinflation-driven real estate cost increases, or construction delays disrupting the physical build-out of our standardized 1,600 to 2,000 square foot retail micro-studios.A.

WeIf we ~~have~~are ~~served~~unable asto sell franchise territories at the ~~Company’s~~rate ~~auditor~~we anticipate, or if individual franchise locations fail to retain a stable, ~~since~~low-churn ~~2024~~subscriber base, our revenue will be insufficient to offset corporate overhead. A failure to achieve or maintain profitability would severely depress our corporate valuation, impair our ability to raise additional expansion capital, and could ultimately force us to cease operations, rendering your common stock worthless.

~~Boca Raton, Florida~~30

~~July~~We are ~~14,~~substantially ~~2025~~dependent on our Area Development Managers (ADAs) to build out designated North American territories and recruit qualified sub-franchisees.

~~2295~~Under NWour ~~Corporate~~asset-light ~~Blvd~~corporate growth strategy, the expansion of the OnCore Longevity Centers brand across our 55 designated North American markets (50 regional territories in the United States and 5 master territories in Canada) depends heavily on the operational execution, financial capacity, and recruitment velocity of our Area Development Managers (ADAs). Rather than managing a corporate-owned pipeline of regional storefronts, ~~Suite~~we ~~240~~delegate ●localized ~~Boca~~marketing, ~~Raton~~franchise lead generation, FLand ~~33431~~regulatory quality audits to these independent partners. Consequently, our corporate scaling, upfront franchise fee liquidation, and recurring royalty revenue are structurally tied to the performance of a decentralized network of third-~~7326~~party stakeholders.

~~Phone:~~This ~~(561)~~structural ~~995-8270~~dependence ●introduces ~~Toll~~significant ~~Free:~~operational ~~(866)~~risks ~~CPA-8500~~that ●could ~~Fax:~~materially ~~(561)~~and ~~995-1920~~adversely affect our financial standing:

~~www~~● Territorial Stagnation and Rollout Delays: Each ADA enters into a milestone-driven schedule contractually dictating center openings over a 120 month window.~~salbergco~~ If an ADA lacks capital liquidity, encounters local commercial zoning restrictions, or faces construction bottlenecks within their standardized 1,600 to 2,000 square foot retail footprints, our regional expansion will stall.~~com ●~~ ~~[email protected]~~Because we grant exclusive territorial rights, an underperforming ADA can block competing applications and freeze brand density across an entire metropolitan area.

~~Member National~~● ~~Association~~Recruitment ofand ~~Certified~~Sub-Franchise ~~Valuation~~Conversion ~~Analysts~~Deficits: ●ADAs ~~Registered~~are ~~with~~responsible for targeting independent, certified personal trainers to become local franchise owners. If an ADA fails to successfully market the ~~PCAOB~~franchise concept or convert experienced trainers into operators, our upfront Initial Franchise Fee velocity will contract, directly harming our short-term liquidity.

~~Member CPAConnect~~● ~~with~~Brand ~~Affiliated~~Dilution ~~Offices~~and ~~Worldwide~~Quality ●Control ~~Member~~Failures: ~~AICPA~~Our ~~Center~~ADAs ~~for~~serve ~~Audit~~as ~~Quality~~our primary local compliance enforcement mechanism. If an ADA fails to execute routine field inspections or permits sub-franchisees to deviate from our 4-Pillar Model, modify our proprietary High-Intensity Strength Training (HIST) safety parameters, or mismanage the onboarding sequence of the EGYM smart hardware circuits, the brand's premium identity could suffer localized dilution. Public damage to our operational reputation in one territory can trigger systemic consumer distrust, lower customer lifetime value (LTV), and accelerate subscriber churn globally.

FFurthermore, because our corporate architecture contractually guarantees ADAs a substantial percentage of upfront franchise fees and a recurring monthly share of gross revenue Royalty Payments generated within their borders, any litigation or contractual dispute with a master territory manager could freeze revenue distributions and trigger severe legal expenses. If our ADAs do not successfully execute their regional build-2out strategies, our corporate revenue streams will be severely restricted, forcing us to compress our international rollout plans and materially harming our shareholders' investment value.

~~MEDICAL~~Our future ~~EXERCISE~~growth ~~INC~~depends almost entirely on our ability to identify, attract, and retain experienced personal trainers as successful local franchise owner-operators.

~~BALANCE~~Our corporate ~~SHEETS~~growth strategy is engineered around a highly specialized franchisee profile. Rather than sourcing passive institutional investors, our Area Development Agreement (ADA) framework focuses on identifying, attracting, and converting experienced, independent personal trainers and elite fitness professionals into owner-operators of our standardized OnCore Longevity Centers. Consequently, the velocity of our store-opening pipeline, the operational integrity of our facilities, and the expansion of our recurring royalty streams depend almost entirely on our capability to continuously recruit and retain this specific cohort of professionals.

	March 31,
	2025			2024
Assets
Current assets:
Cash	$	450		$	10,657
Total current assets		450			10,657
Property and equipment, net		59,903			72,114
Intangible assets, net		4,908			1,914
Total assets	$	65,261		$	84,685
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	46,358		$	17,831
Advances payable - related party		79,548			109,043
Contract liabilities		5,929			6,973
Deferred rent - related party		-			2,468
Sales tax payable		725			684
Total current liabilities		132,560			136,999
Commitments and contingencies - See Note 7
Stockholders’ deficit:
Common stock, no par value; 100,000,000 shares authorized; 12,222,000 and 12,062,000 shares issued and outstanding, respectively		412,200			96,200
Subscription receivable (5,000 shares)		(500	)		(500	)
Accumulated deficit		(478,999	)		(148,014	)
Total stockholders’ deficit		(67,299	)		(52,314	)
Total liabilities and stockholders’ deficit	$	65,261		$	84,685

~~The~~This deep ~~accompanying~~structural ~~notes~~reliance ~~are~~on anindividual ~~integral~~fitness ~~part~~professionals ofexposes the ~~financial~~Company to unique human capital vulnerabilities and competitive ~~statements.~~risks:

F● Intense Competition for Fitness Talent: The market for certified personal trainers and top-3tier coaches is exceptionally competitive. We compete against national health clubs and boutique franchises possessing larger marketing footprints and superior financial reserves. If our digital recruitment strategies on www.oncorelongevity.com and our ADAs' localized outreach fail to present a compelling economic thesis that convinces elite trainers to open an OnCore studio, our franchise rollout will stagnate.

~~MEDICAL~~● ~~EXERCISE~~Capital ~~INC~~Liquidity Barriers for Individual Trainers: While our micro-studio blueprint minimizes costs by constraining space requirements to strictly between 1,600 and 2,000 square feet, establishing a center requires upfront capital for leasehold improvements, automated EGYM hardware integration, and InBody 770 diagnostic arrays. Personal trainers frequently lack substantial liquid assets or the institutional credit history required to secure commercial bank financing. If candidates are unable to obtain sufficient third-party capitalization, they will be blocked from executing franchise agreements, lowering our fee velocity.

~~STATEMENTS~~● OFDeficits ~~OPERATIONS~~in Corporate and Business Management Skills: While elite trainers possess deep mastery over physical coaching, they often lack formal corporate experience regarding commercial lease negotiations, retail staff scheduling, and financial management. If the turnkey systems provided within our OnCore Franchise Operations Manuals or our localized ADA training sequences fail to bridge this business management gap, trainer-franchisees may mismanage their locations, leading to premature center closures, impaired corporate credit, and severe damage to the brand's premium market positioning.

				For the
				Period from
				September 21,
				2023
	For the			(Inception)
	Year Ended			Through
	March 31,			March 31,
	2025			2024
Revenues	$	1,294		$	2,805
Cost of revenues		445			830
Operating profit		849			1,975
Operating expenses:
Compensation expense		133,574			29,599
Advertising		7,087			19,619
Depreciation and amortization		11,492			2,205
Impairment of property and equipment		3,799			47,772
Selling, general and administrative expenses		176,271			50,794
Total operating expenses		332,223			149,989
Loss from operations		(331,374	)		(148,014	)
Other income (expense):
Gain on sale of property and equipment		389			-
Total other income, net		389			-
Net loss before income taxes		(330,985	)		(148,014	)
Provision for income taxes		-			-
Net loss	$	(330,985	)	$	(148,014	)
Net loss per share:
Basic and diluted	$	(0.03	)	$	(0.01	)
Weighted average number of common shares outstanding:
Basic and diluted		12,187,151			11,791,766

If we cannot continuously identify, attract, and retain highly qualified personal trainers who possess both the operational passion and economic capacity to become successful franchise operators, our business, financial condition, and forward-looking international rollout plan will be materially and adversely affected.

~~The~~We face ~~accompanying~~intense ~~notes~~competition ~~are~~from anboutique ~~integral~~fitness ~~part~~chains, ofemerging ~~the~~longevity ~~financial~~centers, medical anti-aging clinics, and direct-to-consumer ~~statements~~health and nutrition software applications.

FThe global market for health, wellness, and healthy lifespan optimization is highly fragmented, intensely competitive, and characterized by rapid technological advancement and shifting consumer preferences. As the global longevity macro-4economy expands toward an estimated $67 billion by 2035, we face aggressive competition across multiple distinct business verticals. Our OnCore Longevity Centers franchise network operates at the cross-disciplinary intersection of boutique fitness, clinical anti-aging, and consumer digital health markets, competing for both high-performing franchise partners (experienced personal trainers) and affluent consumer clients (adults aged 40 and older).

~~MEDICAL EXERCISE INC.~~32

~~STATEMENTS~~Our primary OFcompetitive ~~CHANGES~~threats INare ~~STOCKHOLDERS’~~distributed ~~DEFICIT~~across four key market segments, each presenting unique challenges to our market share and corporate growth velocity:

~~FOR~~● ~~THE~~Boutique ~~YEAR~~Fitness ~~ENDED~~Studios ~~MARCH~~and 31Premium Health Clubs: We compete directly with established national boutique fitness franchisors (such as Club Pilates, ~~2025~~Orangetheory ~~AND~~Fitness, F45, and specialized strength concepts) and premium luxury health club chains. Multiple legacy competitors are increasingly integrating structured resistance formats and "active aging" modules to capture older demographics. If our specialized High-Intensity Strength Training (HIST) safety narrative fails to sufficiently distinguish our automated EGYM hardware circuits from high-impact group formats, or if consumers perceive traditional human training as superior to our robotic motor-loaded profiles, our client acquisition velocity will suffer.

~~FOR~~● ~~THE~~Emerging ~~PERIOD~~Specialty ~~FROM~~Longevity ~~SEPTEMBER~~and 21Biohacking Centers: A rapidly proliferating segment of our competitive landscape includes regional boutique longevity lounges and dedicated "biohacking" franchises marketing fragmented, ~~2023~~passive wellness modalities (~~INCEPTION~~e.g., cryotherapy, infrared saunas, hyperbaric oxygen, and red-light therapies) ~~THROUGH~~. ~~MARCH~~If 31these asset-heavy, ~~2024~~recovery-only wellness spaces successfully capture the discretionary spend of our core 40+ demographic, or if consumers prioritize passive therapeutic treatments over our active, performance-driven musculoskeletal conditioning, our subscription numbers could contract.

	Common Stock					Subscription			Accumulated
	Shares			Amount		Receivable			Deficit			Total
Balance - September 21, 2023 (Inception)		-		$	-	$	-		$	-		$	-
Common shares issued to founders for equipment		11,700,000			60,000		-			-			60,000
													-
Common shares issued for cash		362,000			36,200		(500	)		-			35,700
													-
Net loss		-			-		-			(148,014	)		(148,014	)
Balance - March 31, 2024		12,062,000		$	96,200	$	(500	)	$	(148,014	)	$	(52,314	)
Subscription receivable received		-			-		500			-			500
													-
Common shares issued to related party for compensation and to reduce advances payable - related party		3,000,000			300,000		-			-			300,000
Common shares contributed back to company		(3,000,000	)		-		-			-			-
Common shares issued for cash		160,000			16,000		(500	)		-			15,500
													-
Net loss		-			-		-			(330,985	)		(330,985	)
Balance - March 31, 2025		12,222,000		$	412,200	$	(500	)	$	(478,999	)	$	(67,299	)

●

Traditional Anti-Aging, Hormone, and Concierge Medical Clinics: We face indirect competition from localized brick-and-mortar anti-aging practices, clinical wellness facilities, and endocrinology networks prescribing hormone replacement therapy (HRT) or metabolic weight-management pharmaceuticals (such as GLP-1 receptor agonists). While OnCore isolates itself from direct clinical liabilities by utilizing an asset-light digital referral pathway via partnerships with platforms like Science & Humans in Canada and PeterMD in the United States, competitors offering direct, in-house medical oversight may appeal more to consumers seeking a fully clinical environment. If medical regulations shift to restrict external wellness centers from integrating with telehealth referral architectures, our Pillar 4 (Medical Support) value proposition would be severely impaired.

~~The~~● ~~accompanying~~Direct-to-Consumer ~~notes~~Health ~~are~~Applications anand ~~integral~~AI ~~part~~Coaching ofPlatforms: ~~the financial~~We ~~statements~~compete against software-only digital health startups, wearable technology networks, and standalone generative AI nutrition platforms. If these direct-to-consumer software applications successfully replicate hyper-personalized menu synthesis and habit tracking without requiring a physical facility connection, or if consumers choose to deploy automated AI nutritional coaching at home rather than subscribing to our closed-loop InBody 770 and Google Gemini AI infrastructure, our franchise software ecosystem will lose its competitive defensibility.

FOur capability to generate market dominance depends on our capacity to continuously prove that our integrated 4-5Pillar Model delivers superior, data-backed biological outcomes (validated via our multi-vector EGYM BioAge interface) than those offered by fragmented fitness or digital competitors. If we fail to successfully counter these multi-layered competitive forces, our franchise network expansion will stagnate, our recurring royalty streams will diminish, and our corporate standing will be materially and adversely harmed.

~~MEDICAL EXERCISE INC.~~33

~~STATEMENTS~~We may OFrequire ~~CASH~~additional ~~FLOWS~~capital to fund our corporate infrastructure, technology development, and international brand marketing, which capital may not be available on favorable terms, or at all.

				For the
				Period from
				September 21,
				2023
	For the			(Inception)
	Year Ended			Through
	March 31,			March 31,
	2025			2024
Cash Flows From Operating Activities:
Net loss	$	(330,985	)	$	(148,014	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization		11,492			2,205
Impairment of property and equipment		3,799			47,772
Gain on sale of property and equipment		(389	)		-
Share-based compensation		100,000			-
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		28,527			17,831
Contract liabilities		(1,044	)		6,973
Deferred rent		(2,468	)		2,468
Sales tax payable		41			684
Net cash used in operating activities		(191,027	)		(70,081	)
Cash Flows From Investing Activities:
Purchases of property and equipment		(3,869	)		(14,255	)
Proceeds from sale of property and equipment		3,300			-
Purchases of intangible assets		(5,116	)		(1,950	)
Net cash used in investing activities		(5,685	)		(16,205	)
Cash Flows From Financing Activities:
Proceeds from issuance of common shares		15,500			35,700
Proceeds from related party advances		170,505			65,308
Repayments of related party advances		-			(4,065	)
Proceeds from subscription receivable		500			-
Net cash provided by financing activities		186,505			96,943
Net increase (decrease) in cash		(10,207	)		10,657
Cash at beginning of year		10,657			-
Cash at end of year	$	450		$	10,657
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Common shares issued to reduce advances payable to related party	$	200,000		$	-
Common shares issued to founders for equipment	$	-		$	60,000
Property and equipment acquired by payment made by related party	$	-		$	47,800

To support our restructured pure-play franchising strategy, execute our international rollout, and maintain our public reporting infrastructure, the Company may require capital injections exceeding our current cash reserves. While our asset-light model shifts local center capital expenditures onto our Area Development Managers (ADAs) and sub-franchisees, our corporate framework still demands substantial, front-loaded operational expenditures. We anticipate corporate cash burn will persist as we scale core capabilities, including:

~~The~~● ~~accompanying~~Expanding ~~notes~~our ~~are~~proprietary ancloud ~~integral~~technology ~~part~~layer ofand ~~the financial~~refining ~~statements~~API integrations linking EGYM hardware with background Google Gemini AI middleware.

F● Funding business-6to-business (B2B) franchise recruitment campaigns to accelerate lead ingestion on www.oncorelongevity.com across our 55 target North American markets.

~~MEDICAL~~● ~~EXERCISE~~Underwriting ~~INC~~legal, compliance, and filing fees required to clear annual state-level Franchise Disclosure Document (FDD) registrations and register core trademarks with the USPTO and CIPO.

~~NOTES~~● TOAbsorbing ~~FINANCIAL~~non-negotiable ~~STATEMENTS~~legal, independent auditing, and regulatory administration overhead attached to maintaining our public listing on the OTCQB market.

~~MARCH~~We intend 31to fund operations primarily through upfront Initial Franchise Fees and ongoing recurring gross revenue Royalty Payments. However, because ~~2025~~we ~~AND~~are ~~2024~~in the earliest stages of network deployment - with our inaugural Canadian flagship center in Regina, Saskatchewan, not scheduled to initiate commercial onboarding until September 2026 - short-term organic revenue may be insufficient to offset centralized costs, necessitating external financing.

~~NOTE~~We cannot 1assure —you ~~NATURE~~that OFfinancing ~~OPERATIONS~~will be available when needed on acceptable terms, or at all. The capital markets for early-stage micro-cap companies are subject to extreme volatility and changing interest rate environments. If we raise funds through issuing common stock or convertible preferred equity, existing shareholders will experience immediate dilution, and new securities could possess rights senior to our common stock. Conversely, if we incur debt financing, we will face fixed repayment schedules, interest expenses, and restrictive covenants that could limit management agility or require us to grant senior security liens over our core intellectual property and software code.

~~Overview~~If we are unable to obtain adequate capital reserves, we will be forced to restrict, delay, or halt our domestic and international franchise rollout. We might also be required to reduce local marketing support, defer AI database optimizations, or fail to maintain compliance filings with the SEC and FINRA, which would cripple our competitive positioning and have an immediate material adverse effect on your investment.

~~Medical~~Our business ~~Exercise~~strategy ~~Inc.~~relies ~~(the~~on ~~“Company”) is~~ a ~~provider~~strict ofprivate-pay, ~~physical~~cash-based ~~therapy services~~consumer ~~for individuals~~subscription ~~suffering~~framework, ~~from~~and ~~back~~any orshift ~~neck pain. The Company offered its services~~ in ~~one~~consumer ~~location~~willingness ~~until providing notice~~ to ~~the landlord to terminate its office space effective June 30, 2024. Subsequent to providing~~ ~~notice~~pay ~~termination~~ out-of-pocket ~~the lease, the Company began the search~~ for ~~another~~health ~~location~~span ~~for~~optimization ~~its~~could ~~operations.~~materially ~~The~~harm ~~Company~~our ~~is exploring options in Ft~~revenue. ~~Lauderdale, Florida.~~

~~The~~A core ~~Company’s~~operational ~~fiscal~~component ~~year~~of ~~end~~the OnCore Longevity Centers model is ~~March~~our ~~31.~~absolute isolation from third-party medical insurance networks, ~~The~~government ~~Company~~healthcare programs, ~~having~~and ~~originally~~employer-sponsored ~~incorporated~~wellness asbenefits. ~~MedX~~Our ~~Back~~franchise ~~Pain~~locations ~~Clinics~~operate ~~Inc~~strictly on ~~September~~a 21private-pay, cash-based ~~2023,~~recurring ~~changed~~consumer ~~its~~subscription ~~name~~framework. toWhile ~~Medical~~this ~~Exercise~~structural choice insulates our corporate balance sheet and individual ~~Inc.~~franchise onunits ~~November~~from 5the administrative burdens and delayed accounts receivable collections associated with insurance models, ~~2024~~it simultaneously exposes our revenue pipeline to direct fluctuations in consumer discretionary spending and shifting behavioral definitions of healthcare.

~~NOTE 2 — GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS~~34

AsBecause our ofclients ~~March~~must ~~31,~~pay ~~2025,~~for ~~the~~their ~~Company~~longevity ~~had~~subscriptions ~~cash~~entirely out-of ~~$450~~-pocket, ~~and~~our acommercial ~~working~~traction ~~capital~~depends ~~deficit~~completely ~~(current~~on ~~liabilities~~the inconsumer's willingness ~~excess~~to ofprioritize ~~current~~preventative ~~assets)~~wellness, ofsafe ~~$132~~physical conditioning,~~110.~~ ~~During~~and ~~the~~automated ~~year~~nutritional ~~ended~~mapping ~~March~~within ~~31,~~their ~~2025, the~~household ~~net~~budgets. ~~loss~~Our ~~was~~target ~~$330,985~~consumer segment consists of affluent adults aged 40 and ~~net~~ ~~cash~~older ~~used~~who inpossess ~~operating~~considerable ~~activities~~discretionary ~~was~~capital. ~~$191~~However,~~027.~~ preventative ~~These~~longevity ~~conditions~~programming ~~raise~~- ~~substantial~~such ~~doubt~~as ~~about~~our ~~the Company’s~~integrated ~~ability~~4-Pillar toModel ~~continue~~- is frequently perceived by consumers as a ~~going~~non-essential, premium ~~concern~~lifestyle ~~for~~service ~~one~~rather ~~year~~than ~~from~~a ~~the~~non-discretionary ~~issuance~~medical ofnecessity, ~~the~~introducing ~~financial~~critical ~~statements.~~revenue vulnerabilities:

~~During~~● ~~the~~Vulnerability ~~year~~to ~~ended~~Macroeconomic ~~March~~Contractions: 31In periods of economic downturn, ~~2025~~escalating inflation, ~~the~~rising ~~Company received~~interest ~~proceeds~~rates, ofor ~~$15~~retail market instability,~~500~~ ~~from~~consumers ~~the~~historically ~~issuance~~rationalize ofexpenditures ~~common~~by ~~shares~~canceling ~~and~~premium ~~advances~~programs. ofIf ~~$170,505,~~our ~~net~~core of40+ ~~repayments~~demographic experiences a contraction in disposable income, ~~from~~individual franchise studios could suffer high-velocity client churn. Because our corporate revenue model is anchored to a ~~related~~percentage-based ~~party~~gross sales Royalty Payment from these centers, any contraction in local client bases will directly diminish our recurring cash flow.

~~The~~● ~~Company~~Shifting ~~has~~Capital ~~experienced~~Allocations ~~net~~via ~~losses~~GLP-1 ~~and~~Trends: ~~negative cash~~The ~~flows~~rapid ~~from~~proliferation ~~operations~~and ~~since~~massive ~~inception. The~~consumer ~~Company’s~~adoption ~~ability~~of tomodern ~~continue~~metabolic ~~its~~weight-optimization ~~operations~~medications is(such ~~dependent~~as ~~upon~~GLP-1 ~~its~~receptor ~~ability to~~agonists) ~~obtain~~are ~~additional~~actively ~~capital~~reshaping ~~through~~how ~~public~~the or40+ ~~private~~demographic ~~equity~~allocates ~~offerings,~~out-of-pocket ~~debt~~wellness ~~financings~~capital. orWhile ~~other~~our ~~sources; however, financing may~~Google ~~not~~Gemini beAI ~~available~~nutrition todashboard ~~the~~and ~~Company~~EGYM onstrength ~~acceptable~~loops ~~terms,~~are orexplicitly atengineered ~~all.~~to ~~The~~capture ~~Company’s~~this ~~failure~~trend toby ~~raise~~helping ~~capital~~individuals assafeguard ~~and~~critical ~~when~~lean ~~needed~~skeletal ~~could have~~muscle amass ~~negative~~during ~~impact~~rapid onweight ~~its~~loss, ~~financial~~consumers ~~condition~~may ~~and~~mistakenly ~~its~~believe ~~ability~~that topharmaceutical ~~pursue~~interventions ~~its~~fully ~~business~~replace ~~strategy,~~active ~~and~~physical ~~the~~conditioning, ~~Company~~causing ~~may~~customer beacquisition ~~forced~~numbers to ~~curtail or cease operations~~decline.

~~Management’s~~● ~~plans~~Absence ~~regarding~~of ~~these~~Traditional ~~matters encompass~~Health ~~the~~Insurance ~~following actions~~Subsidies: 1)Because ~~obtain~~our ~~funding~~services ~~from~~are ~~new~~delivered ~~investors~~within ~~from~~ a ~~combination~~premium ofretail ~~debt~~boutique ~~and~~format ~~equity~~rather ~~offerings~~than ina ~~order~~certified toclinical ~~alleviate the~~environment, ~~Company’s~~they ~~working~~do ~~capital~~not ~~deficiency~~qualify ~~and~~for 2traditional medical code billing (ICD-10), ~~implement~~Medicare/Medicaid ~~its~~coverage, ~~business~~or ~~plan~~private tohealth ~~increase~~insurance ~~revenues~~reimbursements. ~~The~~Although ~~Company’s~~some ~~continued existence~~clients ismay ~~dependent~~attempt ~~upon~~to ~~its~~utilize ~~ability~~Health toSavings ~~obtain~~Accounts ~~additional~~(HSA) ~~funding~~or ~~sources~~Flexible ~~and~~Spending Accounts (FSA) to ~~develop~~offset ~~profitable~~fees, ~~operations~~we cannot guarantee that tax or regulatory authorities will recognize preventative training or automated AI nutritional planning as qualified medical expenses. ~~However,~~The ~~the~~absence ~~outcome~~ of ~~management’s~~an ~~plans~~insurance ~~cannot~~subsidy beframework ~~determined~~means ~~with~~our ~~any~~centers ~~degree~~must ofcontinually ~~certainty~~justify full retail pricing based on consumer performance results.

~~Accordingly, the accompanying financial statements~~If ~~have~~macroeconomic ~~been~~pressures ~~prepared~~or onchanging aconsumer ~~going~~health ~~concern~~trends ~~basis,~~reduce ~~which contemplates~~ the ~~realization~~willingness of ~~assets~~adults ~~and~~over ~~satisfaction~~40 ofto ~~liabilities~~fund inpreventative ~~the~~longevity ~~normal~~programming ~~course~~ out-of-pocket, ~~business~~local ~~for~~unit ~~one~~economics ~~year~~will ~~from~~deteriorate, ~~the~~franchise ~~date~~territory ~~the~~expansion ~~financial~~will ~~statements~~stall, ~~are issued. The carrying amounts of assets~~ and ~~liabilities~~our ~~presented in~~corporate ~~the~~ financial ~~statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include~~condition ~~any~~will ~~adjustments that might result should the Company~~ be ~~unable~~materially toand ~~continue~~adversely ~~as a going concern~~harmed.

AsWe rely ofcompletely ~~the~~on ~~date~~third-party oftechnology ~~this~~providers ~~report,~~and ~~the~~infrastructure ~~Company~~- ~~has terminated~~specifically ~~its~~EGYM ~~operating~~smart ~~lease~~circuits and isGoogle ~~currently~~Gemini ~~looking~~AI ~~for~~systems - aand ~~new~~any ~~space.~~technical Ifdisruption, ~~the~~pricing ~~lack of a place to operate continues~~adjustments, ~~this~~or ~~may~~termination ~~have a material adverse effect on the Company’s results~~ of ~~future~~these ~~operations,~~integrations ~~financial~~would ~~position,~~severely ~~liquidity,~~cripple ~~ability~~our ~~to raise capital and capital resources~~operations.

~~NOTE~~A foundational 3element ~~— ACCOUNTING~~of ~~POLICIES~~our pure-play, asset-light franchising platform is our deep operational reliance on advanced, third-party technology infrastructure. Rather than developing proprietary heavy machinery or training foundational large language models (LLMs) in-house, the Company has built its OnCore Longevity Centers model on top of enterprise solutions provided by third-party technology partners. Specifically, our physical locations are built around fully automated EGYM smart-strengthening hardware circuits, and our Pillar 2 (Precision Nutrition) platform utilizes custom data-routing APIs linked directly to the Google Gemini AI ecosystem.

~~Use of Estimates~~35

~~The preparation of financial statements in conformity~~This ~~with~~complete ~~accounting~~structural ~~principles~~dependence ~~generally~~on ~~accepted~~third-party intechnology ~~the~~providers ~~United~~exposes ~~States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect~~ the ~~reported~~Company, ~~amounts~~its ofArea ~~assets~~Development ~~and~~Managers ~~liabilities~~(ADAs), ~~disclosure of contingent assets~~ and ~~liabilities at the date~~its offranchise ~~the~~partners ~~financial~~to ~~statements~~severe ~~and the reported amounts~~ single-point-of-failure ~~revenues and expenses during the reporting period. Significant estimates in the accompanying financial statements include the valuation of property and equipment~~vulnerabilities, ~~depreciable~~data ~~lives~~tracking ~~of property and equipment~~risks, ~~cost basis of non-monetary transactions with shareholders, valuation of stock-based compensation~~ and ~~the~~commercial ~~valuation~~liabilities ~~allowance~~entirely ~~on deferred tax assets.~~outside ~~Actual~~of ~~results~~our ~~may~~direct ~~differ~~corporate ~~from these estimates.~~control:

F● Risk of Service Disruptions, Cloud Outages, and API Failures: Our physical center operations and digital customer touchpoints require continuous, real-7time data exchange across external cloud networks. If EGYM’s servers experience a critical hardware failure, cybersecurity breach, or downtime, our local operators will be unable to run automated strength circuits, initialize client data via the EGYM Hub, or adjust resistance settings. Concurrently, if the connectivity linking our backend platform to the Google Gemini cloud fractures or experiences API latency, our automated nutritional synthesis loop will fail, rendering our mobile application unable to deliver updated menus and grocery lists to subscribers. Any extended technical outage would instantly freeze network-wide operations, trigger consumer dissatisfaction, accelerate client cancellations, and expose units to immediate revenue losses.

~~MEDICAL~~● ~~EXERCISE~~Commercial ~~INC~~Pricing Adjustments and Margin Compression: We license access to these enterprise software ecosystems under specific contract terms and volume-based API routing fees. Neither EGYM nor Google is under any long-term obligation to maintain their current pricing architectures, software subscription rates, or developer API fee models indefinitely. If either partner implements aggressive fee increases, introduces mandatory hardware updates, or imposes premium tier-pricing for computational routing, the cost of operating an OnCore franchise center will escalate, compressing unit-level profit margins and restricting our international rollout velocity.

~~NOTES~~● TOContract ~~FINANCIAL~~Termination, ~~STATEMENTS~~Strategic Overlaps, and Loss of Access: We do not possess exclusive proprietary rights to the underlying technology frameworks of either EGYM or Google Gemini. If our commercial agreements are terminated, or if an intellectual property dispute fractures our vendor relationships, we would lose absolute access to the core software architecture that powers the OnCore brand. Re-engineering our entire operational platform - including transitioning to alternative hardware providers or migrating our custom nutrition prompts to a completely different LLM model - would require years of deep technological development, cost millions of dollars in unbudgeted corporate capital, and cause a total shutdown of our North American expansion pipeline.

~~MARCH~~Furthermore, any 31public technological failure, ~~2025~~data ~~AND~~protection ~~2024~~lapse, or regulatory enforcement action targeting either EGYM or Google would cast direct consumer suspicion over our network's integrity, driving brand degradation. Because we rely completely on these external tech frameworks to run our 4-Pillar Model, any structural breakdown, cost escalation, or contract disruption involving these key vendors would immediately cripple our day-to-day operations, dry up our franchise royalty streams, and destroy our core corporate valuation.

~~Fair~~We collect, ~~Value~~store, ofand ~~Financial~~process ~~Instruments~~sensitive client biometric and physical metrics, exposing us to stringent, rapidly evolving data privacy laws and potential cybersecurity liabilities.

~~The~~Our technology ~~Financial~~platform ~~Accounting Standards~~and ~~Board~~international ~~(“FASB”)~~franchise ~~Accounting~~network ~~Standards~~are ~~Codification~~structurally ~~(“ASC”)~~dependent ~~Subtopic~~on ~~825-10,~~the ~~“Financial~~continuous ~~Instruments” (“ASC~~ingestion, ~~825-10”)~~transmission, ~~requires~~and ~~disclosure~~longitudinal analysis of ~~the~~highly ~~fair~~sensitive ~~value~~personal ofand ~~certain~~biological ~~financial instruments~~data. ~~The~~To ~~estimated~~deliver ~~fair~~our ~~value~~4-Pillar ofModel ~~certain financial~~and ~~instruments,~~verify ~~including~~biological ~~accrued expenses~~improvements, ~~contract~~our ~~liabilities, deferred rent and sales tax payable are carried at historical~~centers ~~cost~~capture ~~basis,~~body ~~which~~composition ~~approximates~~metrics ~~their~~via ~~fair value because of~~ the ~~short-term~~InBody ~~maturity~~770 ofBioelectrical ~~these~~Impedance ~~instruments.~~Analysis ~~All~~(BIA) ~~other significant financial assets~~scanner, ~~financial~~while ~~liabilities~~our ~~and~~camera-guided ~~equity~~EGYM ~~instruments~~Hub physical ofinterfaces ~~the~~execute ~~Company~~skeletal ~~are~~alignment ~~either~~and ~~recognized~~musculoskeletal ormobility ~~disclosed~~scans, instreaming ~~the~~raw ~~financial~~physiological ~~statements~~markers ~~together~~directly into ~~with~~our ~~other~~cloud ~~information~~servers ~~relevant~~to ~~for~~compute ~~making~~clients' amulti-vector ~~reasonable~~EGYM ~~assessment~~BioAge ~~of future cash flows, interest rate risk and credit risk~~scores.

~~Cash~~36

The ~~Company considers all~~ ~~highly~~collection, ~~liquid~~processing, ~~investments~~and ~~with~~retention ~~an original maturity~~ of ~~three~~these ~~months~~biological ordata ~~less~~vectors ~~when~~subject ~~purchased~~the toCompany, beits ~~cash~~Area ~~equivalents.~~Development ~~There~~Managers ~~were no cash equivalents at March 31~~(ADAs), ~~2025~~ and ~~2024. The Company maintains~~ its ~~cash~~franchise inoperators ~~banks~~to ~~insured~~complex, byoverlapping ~~the~~data ~~Federal~~privacy ~~Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $250,000 per bank~~frameworks. AtNon-compliance ~~March~~carries ~~31,~~severe ~~2025,~~legal ~~the~~risks ~~uninsured~~and ~~balance amounted~~financial ~~to $0.~~liabilities:

~~Fair~~● ~~Value~~Heightened ~~Measurements~~Class Action Exposure Under State Biometric Laws: Multiple jurisdictions enforce strict statutory protections over biological markers. The Illinois Biometric Information Privacy Act (BIPA) imposes rigid operational rules regarding notice, written opt-in consent, and structured deletion schedules. While a watershed federal ruling by the U.S. Court of Appeals for the Seventh Circuit (Clay v. Union Pacific Railroad Company, April 2026) confirmed that a recent statutory amendment limiting damages to a single per-person recovery applies retroactively to pending actions, BIPA remains an exceptionally aggressive litigation vector. It carries statutory liquidated damages of $1,000 for negligent and $5,000 for intentional or reckless violations without requiring a showing of actual harm. If our local franchise centers fail to execute uncompromised written disclosure waivers before clients utilize the EGYM Hub or InBody platforms, the Company could face catastrophic class action litigation.

~~Fair~~● ~~value~~The isProliferation ~~the~~of ~~exchange price~~Non-HIPAA ~~that~~Consumer ~~would~~Health beData ~~received~~Statutes: ~~for~~Regulators anare ~~asset~~increasingly orexpanding ~~paid~~privacy enforcement to ~~transfer~~capture ahealth ~~liability~~and ~~(an~~fitness ~~exit~~data ~~price)~~generated inoutside ~~the~~traditional ~~principal~~medical ornetworks. ~~most~~Washington’s ~~advantageous~~My ~~market for~~Health ~~the~~My ~~asset~~Data or(MHMD) ~~liability~~Act inserves anas ~~orderly~~the ~~transaction~~national ~~between~~standard ~~market~~for ~~participants.~~non-HIPAA ~~The~~health ~~Company~~tracking, ~~classifies~~providing ~~assets~~a ~~and~~broad ~~liabilities~~private ~~recorded at~~right ~~fair~~of ~~value~~action. ~~under~~Because the ~~fair~~MHMD ~~value~~framework ~~hierarchy~~presumes ~~based~~public interest injury upon ~~the~~any ~~observability~~technical ofdisclosure ~~inputs~~failure, ~~used~~any inprocedural ~~valuation~~oversight ~~techniques.~~in ~~Observable~~how ~~inputs~~our ~~(highest level)~~centralized ~~reflect~~platform ~~market~~routes ~~data~~body ~~obtained~~metrics ~~from~~or ~~independent~~hosts ~~sources,~~localized ~~while~~sub-portals ~~unobservable~~on ~~inputs~~www.oncorelongevity.com ~~(lowest~~could ~~level)~~trigger ~~reflect~~massive ~~internally~~statutory ~~developed~~fines, ~~market assumptions.~~mandatory ~~The~~profit ~~fair~~disgorgement, ~~value~~and ~~measurements~~immediate ~~are~~operational ~~classified~~halt ~~under~~notices ~~the~~across ~~following~~affected ~~hierarchy:~~territories.

● ~~Level~~Federal 1FTC –Oversight ~~Quoted~~and ~~prices~~the inHealth ~~active~~Breach ~~markets~~Notification ~~for~~Rule: ~~identical~~The ~~assets~~Federal Trade Commission (FTC) aggressively polices mobile wellness applications and digital health tools under Section 5 of the FTC Act. Under federal guidelines, if our digital subscription platform experiences a data spill or ~~liabilities~~transmits unencrypted biometric metrics to an unauthorized third party without prominent disclosure, the Company faces direct administrative liability. Furthermore, under the FTC Health Breach Notification Rule, we are mandated to execute immediate, multi-tiered public notifications following any security incident, which would devastate consumer trust and depress our traded stock valuation.

● ~~Level~~Systemic 2Cybersecurity –Vulnerabilities ~~Observable~~and ~~inputs~~Infrastructure ~~other~~Risks: ~~than~~Our ~~Level~~cloud 1infrastructure ~~prices~~and ~~such~~proprietary asAI ~~quoted~~data-routing ~~prices~~loops ~~for~~are ~~similar~~vulnerable ~~assets~~to orsophisticated ~~liabilities;~~cyber ~~quoted~~attacks, ~~prices~~including inmalware ~~markets~~execution, ~~with~~ransomware, ~~insufficient~~and ~~volume~~data-skimming orbreaches. ~~infrequent~~Although ~~transactions~~we ~~(less~~enforce ~~active~~data-isolation ~~markets);~~configurations or- including contractually blocking external engines from using our clients' body parameters for public model training -~~derived~~ ~~valuations~~no insecurity ~~which~~environment ~~all~~is ~~significant~~flawless. ~~inputs~~If ~~are~~cybercriminals ~~observable~~breach orour ~~can~~network beand ~~derived~~leak ~~principally~~clients' ~~from~~body composition records, multi-vector phase angles, or ~~corroborated~~custom byGoogle ~~observable~~Gemini ~~market~~AI ~~data~~nutrition ~~for~~histories, ~~substantially~~we ~~the~~could ~~full~~face ~~term~~severe ofcommon-law ~~the~~negligence ~~assets~~lawsuits orand ~~liabilities~~excessive remediation costs. We do not maintain extensive capital reserves to cover uninsured network losses, meaning a single successful cyber attack could deplete our working capital and freeze our North American franchise rollout.

~~● Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.~~37

~~Property~~Our multi-state and ~~Equipment~~cross-border expansion into Canada exposes the Company to highly complex, variable, and strictly enforced federal, state, and provincial franchise disclosure and relationship laws.

~~Property and equipment consists of machinery and~~As ~~equipment~~an ~~and~~international ~~leasehold~~franchisor ~~improvements~~expanding ~~and~~the isOnCore ~~recorded~~Longevity atCenters ~~cost.~~footprint ~~Repairs~~across ~~and~~55 ~~maintenance~~segmented ~~costs~~North ~~are~~American ~~expensed~~markets as(50 ~~incurred. When property and~~regional ~~equipment~~territories ~~are~~in ~~retired or otherwise disposed of,~~ the ~~cost~~United ~~and~~States ~~accumulated depreciation are removed from the accounts~~ and ~~any~~5 ~~resulting gain~~master orterritories ~~loss is included~~ in ~~the~~Canada), ~~results of operations for~~ the ~~respective~~Company ~~period.~~operates ~~Depreciation~~within isan ~~recorded~~intricate, ~~over~~heavily ~~the~~policed ~~estimated useful lives~~regulatory ofmatrix. ~~the~~The ~~related~~marketing, ~~assets using the straight-line method~~offer, orsale, inand ~~the~~relationship ~~case~~management of ~~leasehold~~our ~~improvements,~~territory ~~the~~developments ~~lease~~are ~~term,~~strictly ifgoverned ~~shorter.~~by ~~The~~overlapping ~~estimated~~legislative ~~useful~~bodies, ~~life~~introducing ~~for~~distinct ~~machinery~~legal ~~and~~vulnerabilities ~~equipment~~that iscould ~~5-10~~restrict ~~years~~our ~~and~~expansion 50or ~~months~~drain ~~for~~working ~~leasehold improvements.~~capital:

~~Long~~● Heightened Regulatory Scrutiny Under the Amended FTC Franchise Rule: In the United States, our franchise offerings are governed by the Federal Trade Commission (FTC) Franchise Rule (16 C.F.R. Part 436). The FTC has dramatically intensified its scrutiny of disclosure document compliance, particularly regarding executive team tracking and franchise turnover reporting, highlighted by a record-~~Lived~~breaking ~~Assets~~$17 million deceptive practices settlement in March 2026 against a prominent multi-brand fitness franchisor under Section 5. Updated FTC regulations mandate strict compliance with expanded Item 23 receipt mechanics, requiring us to explicitly document every individual broker involved in a transaction. If our internal tracking logs fail or a broker makes unvetted financial representations outside our official Franchise Disclosure Document (FDD), the Company faces massive corporate fines, administrative stop-orders, and mandatory refund liabilities.

● The ~~Company~~Proliferation ~~reviews~~of ~~its~~State ~~property~~Registration Regimes and ~~equipment for~~Restrictive ~~impairment~~Covenants: ~~whenever~~Beyond ~~events~~federal ormandates, ~~changes~~14 instates ~~circumstances~~enforce ~~indicate~~strict ~~that~~registration ~~the~~statutes ~~carrying~~that ~~amount~~bar ofus anfrom ~~asset~~advertising ~~may~~or ~~not~~offering beterritories ~~recoverable.~~until ~~The~~our ~~test for~~FDD ~~impairment~~ is ~~required~~reviewed toand beapproved ~~performed~~annually by ~~management~~state ~~at least annually~~authorities. ~~Recoverability~~Concurrently, ofstate-level ~~assets~~relationship tolaws belimit ~~held~~operational ~~and~~flexibility ~~used is measured~~ by a ~~comparison~~establishing ofhigh ~~the~~bars ~~carrying amount~~ of an"good ~~asset~~cause" tofor ~~the~~contract ~~future~~termination, ~~undiscounted~~renewal ~~operating~~denial, ~~cash~~or ~~flow~~territory ~~expected~~modifications. toFurthermore, befederal ~~generated~~and bystate ~~the~~legislative ~~asset. If~~shifts ~~such~~in ~~assets~~2026 ~~are~~threaten ~~considered~~ to bealter ~~impaired,~~how ~~the~~franchisors ~~impairment~~enforce togeographic benon-compete ~~recognized~~covenants. isIf ~~measured~~new bylaws ~~the~~invalidate ~~amount~~our bycapability ~~which~~to ~~the~~enforce ~~carrying~~standard ~~amount~~post-termination ~~of the~~non-compete ~~asset~~boundaries, ~~exceeds~~former ~~the~~operators ~~fair~~could ~~value~~strip ofour ~~the~~intellectual ~~asset.~~property, ~~Long-lived~~replicate ~~assets~~our tocustom beGoogle ~~disposed~~Gemini ofAI ~~are~~operational ~~reported~~parameters atunder ~~the~~independent ~~lower~~branding, ofand ~~carrying~~directly ~~amount~~cannibalize orour ~~fair value~~territories ~~less~~without ~~costs~~paying toroyalty ~~sell~~fees.

F● Complex Canadian Cross-8Border Expansion and the New Saskatchewan Act: Our international rollout through partners like Degco Fitness Ventures Ltd. places our operations under strict Canadian provincial franchise acts. In a critical regulatory development, Saskatchewan’s new Franchise Disclosure Act formally comes into force on June 30, 2026, making it the seventh Canadian province to implement mandatory pre-sale disclosure laws. This new statute imposes rigid, provincial-specific risk warning mandates and requires exhaustive disclosure of territory proximity policies, operational estimates, and local dispute rules. Under Canadian provincial laws, any material omission or technical defect in the disclosure document delivered to a Canadian franchisee grant that operator an absolute statutory right to rescind the agreement for up to two years from execution. If a Canadian unit executes a statutory rescission, the corporate entity is legally required to refund all upfront initial fees and repurchase all local center equipment and inventory at the franchisee's original cost.

~~MEDICAL~~Because our ~~EXERCISE~~first ~~INC~~international training hub and shared facility sub-lease are located at 4057 Albert Street in Regina, Saskatchewan, any compliance failure or documentation delay under the newly enacted Saskatchewan framework could trigger immediate local rescission actions, freeze our Canadian master territory rollout, and inflict severe, unbudgeted financial losses that would devalue our public stock.

~~NOTES TO FINANCIAL STATEMENTS~~38

~~MARCH~~Our success 31is significantly dependent on the continuous service and performance of our executive officers, ~~2025~~core ~~AND~~management ~~2024~~team, and key developers, the loss of whom could disrupt corporate scaling.

~~Intangible~~The execution ~~Assets~~of our asset-light franchise business model, the preservation of our core intellectual property, and the international commercial rollout of OnCore Longevity Centers across our 55 designated North American territories depend significantly on the continuous service, strategic vision, and technical expertise of our executive officers, core management team, and key developers. Because we operate an intensely streamlined corporate infrastructure designed to suppress fixed payroll liabilities, we do not maintain a deep bench of redundant management personnel or administrative layers. Each core team member possesses highly specialized, non-fungible institutional knowledge critical to our day-to-day operations and public company compliance on the OTCQB market.

~~Intangible assets with finite useful lives include~~Our ~~website~~operational ~~costs~~dependence ~~and are amortized~~ on athis ~~straight-line~~lean ~~basis~~team ~~over~~introduces ~~their~~critical ~~estimated~~personnel useful life of three (3) years. Such assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. The amount of any impairment is measured as the difference between the carrying amount and the fair value of the impaired asset.risks:

~~Income~~● ~~Taxes~~Disruption to Strategic Partner Alliances and Territory Sales: Our executive leadership manages our high-leverage external relationships, including coordinating cross-border facility designs with our initial Canadian franchisee group, Degco Fitness Ventures Ltd. If a key executive officer departs unexpectedly, our capacity to maintain these vital relationships, source qualified Area Development Managers (ADAs), and close territory sales would be instantly compromised, halting our corporate revenue velocity.

~~The~~● ~~Company~~Technical ~~accounts~~Disruption ~~for~~to ~~its~~Proprietary ~~income~~AI ~~taxes~~and inCloud ~~accordance with~~Infrastructure: ~~accounting~~Our ~~principles~~digital ~~generally~~ecosystem ~~accepted~~relies inon ~~the~~a ~~United States of America~~precise, ~~which~~custom-engineered ~~requires,~~software ~~among~~layer. ~~other~~Our ~~things,~~key ~~recognition~~software ofdevelopers ~~future tax~~maintain ~~benefits~~exclusive ~~and~~mastery ~~liabilities~~over ~~measured~~the atcustom ~~enacted~~middleware, ~~rates~~specific ~~attributable~~data-routing toAPIs, ~~temporary differences between financial statement~~ and ~~income~~highly ~~tax bases~~tailored ofprompt ~~assets~~engineering ~~and~~sequences ~~liabilities~~that ~~and~~link toEGYM ~~net~~cloud ~~tax~~metrics ~~operating~~with ~~loss~~Google ~~carryforwards~~Gemini AI to ~~the~~power ~~extent~~our ~~that~~Pillar ~~realization~~2 of(Precision ~~these~~Nutrition) ~~benefits is more likely than not~~platform. ~~The~~If ~~Company~~we ~~periodically~~lose ~~evaluates~~our ~~the~~principal ~~realizability~~developers, ofwe ~~its~~could ~~net~~face ~~deferred~~severe ~~tax~~technical ~~assets.~~fragmentation ~~The~~or ~~Company’s~~a ~~policy~~prolonged isinability to ~~account for~~update ~~interest~~our ~~and~~proprietary ~~penalties~~prompt ~~relating~~libraries. toSourcing ~~income~~and ~~taxes,~~onboarding ifreplacement ~~any,~~developers inwith ~~“income~~equivalent ~~tax~~proficiency ~~expense”~~would inrequire ~~its~~substantial ~~statements~~capital ~~of operations~~ and ~~include accrued~~months ~~interest~~of ~~and penalties within “accrued liabilities” in its balance sheets~~delay, iferoding ~~applicable.~~our ~~For~~technological ~~the year ended March 31, 2025, no income tax related interest or penalties were assessed or recorded~~edge.

~~Revenue~~● ~~Recognition~~The Complete Absence of Executive Key-Man Insurance: We do not maintain traditional "Key-Man" life or disability insurance policies on any member of our executive leadership or development teams. Consequently, if the Company suffers the loss of a principal officer or lead technologist due to resignation, illness, or death, we will receive no insurance payout to offset the immediate operational friction, recruiting expenses, and ~~Contract~~downstream ~~Liabilities~~revenue losses associated with their absence.

~~The~~● ~~Company~~Vulnerability ~~follows~~to ~~Accounting~~Aggressive ~~Standards~~Talent ~~Codification 606~~Poaching: ~~(“ASC~~The ~~606”).~~broader ~~ASC~~international ~~606~~health isspan, ~~based~~premium onlongevity, ~~the~~and ~~principle~~artificial ~~that~~intelligence ~~revenue~~wellness issectors ~~recognized~~are toexpanding ~~depict~~rapidly, ~~the~~creating ~~transfer~~intense ofcompetition ~~goods~~for orexecutive ~~services to~~talent ~~customers~~and infull-stack ansoftware ~~amount~~engineers. ~~that~~Larger ~~reflects~~boutique ~~the~~fitness ~~consideration~~franchisors toand ~~which~~capitalized ~~the~~clinical ~~entity~~networks ~~expects~~possess tovastly besuperior ~~entitled~~financial inresources ~~exchange~~to ~~for~~offer ~~those~~substantially ~~goods~~higher orbase ~~services. This~~salaries ~~ASC also requires additional disclosure about the nature, amount, timing,~~ and ~~uncertainty~~liquid ofequity ~~revenue~~incentives ~~and~~to ~~cash~~poach ~~flows~~our ~~arising~~core ~~from customer purchase orders, including significant judgments~~personnel.

~~Revenues~~If we ~~consist~~are ofunable ~~fees~~to ~~derived~~continuously ~~from~~retain ~~individuals that~~our ~~receive~~lean ~~treatment~~executive ~~services~~leadership onand ~~the~~core ~~Company’s MedX~~development ~~medical~~teams ~~equipment~~- ~~for~~if ~~back~~we ~~and~~fail ~~neck~~to ~~pain. The physical~~seamlessly ~~therapy services~~attract high-performing ~~are~~replacements ~~provided~~- ~~immediately~~our ~~and/~~corporate scaling will stall. Any internal management instability or ~~over a~~key ~~period~~developer ofdefection ~~time in~~will ~~the~~directly ~~form~~disrupt our ofterritory arollout ~~treatment~~schedule, ~~package~~weaken ~~(e.g.~~our public corporate governance framework, ~~6 to 12 treatments). Revenues~~ ~~for~~and ~~individual~~cause ~~treatments are recognized~~a severe material adverse effect on ~~the~~our ~~day~~financial condition and the ~~service~~ultimate ~~was~~value ~~provided~~of our common stock.

The Company also offers treatment packages (which include a various number of treatments) for which a down payment is required in addition to future payments from the customer. At all times, the cash collected from a particular customer is at least equal to the services provided to date for that customer. Contract liabilities represent the amount of fees received in excess of the portion recognized as revenue and are included in current liabilities in the accompanying balance sheet. Contract liabilities shall be recognized in future revenues as the treatments are provided on a pro rata basis over the respective number of total treatments sold to a particular customer.39

NoOur Directors, ~~revenues~~Officers, ~~were~~and ~~recognized~~Principal ~~after~~Shareholders ~~the~~control ~~Company~~a majority of our common stock, which will severely limit independent investors' ~~closed~~ability ~~its~~to ~~one~~influence ~~location~~corporate ongovernance ~~June~~or ~~30,~~matters ~~2024~~requiring shareholder approval.

~~Cost~~The Company’s corporate voting power is heavily concentrated among our executive officers, directors, and principal founding shareholders. This concentrated ownership structure means that a small, cohesive group of ~~Revenues~~internal stakeholders possesses the definitive voting capacity to dictate all corporate actions requiring shareholder validation, entirely independent of our minority or public investors. This concentration of equity ownership creates substantial governance risks and alignment vulnerabilities for outside investors purchasing our common stock on the OTCQB market:

~~Cost~~● ofAbsolute ~~revenues~~Insulated ~~includes~~Control ~~the~~Over ~~costs~~Corporate ~~for~~Governance: ~~technicians~~ This insider block possesses sufficient voting leverage to ~~supervise~~unilaterally ~~usage~~elect all members of ~~the~~our ~~Company’s~~Board ~~medical~~of ~~equipment~~Directors, bycontrolling ~~individuals~~management ~~for~~selection, ~~treatment~~executive ofcompensation ~~their~~structures, ~~neck~~dividend policies, and ~~back~~the ~~pain~~operational bydirection ~~which~~of the ~~Company generates~~OnCore ~~revenues~~Longevity Centers brand. Independent minority shareholders will be structurally blocked from electing alternative directors or introducing shareholder resolutions to alter our automated 4-Pillar Model.

~~Advertising~~● Unilateral Authorization of Major Corporate Transactions: Because this group controls a clear majority of our outstanding voting stock, they can unilaterally approve fundamental changes—including mergers, acquisitions, asset disposals, or corporate reorganizations—without the consent or participation of public investors. This concentrated power may prevent, delay, or discourage a third-party takeover bid, proxy contest, or strategic acquisition attempt that public shareholders might otherwise support because it offers a premium over the prevailing market price.

~~The~~● ~~Company~~Insulation ~~charges~~of ~~the~~Related ~~costs~~Party ofTransactions: ~~advertising~~This concentration limits minority shareholders' capability to ~~expense~~ aschallenge ~~incurred.~~or ~~Advertising~~modify ~~costs~~related-party ~~were~~agreements. $7For example,~~087~~ ~~and~~our ~~$19,619~~operational ~~for~~hub ~~the~~in ~~year~~Canada ~~ended~~features ~~March~~a 31commercial sub-lease configuration with Degco Fitness Ventures Ltd., ~~2025~~an organization owned and ~~for~~directed by the ~~period~~Company's ~~from~~President. ~~September~~While 21these transactions are evaluated at arm's length, ~~2023~~ ~~(inception)~~minority ~~through~~shareholders ~~March~~possess 31virtually no structural leverage to block, ~~2024~~audit, ~~respectively~~or reshape related-party agreements if they believe the terms disadvantage public investors.

~~Stock~~● Potential for Conflicting Strategic Motives: The motivations of our majority insiders may diverge from the economic interests of our public float. Majority shareholders may prioritize rapid, long-~~Based~~term ~~Compensation~~capital ~~Expense~~reinvestment into our background Google Gemini AI cloud middleware or aggressive territorial acquisition pipelines driven by our Area Development Managers (ADAs). These paths could defer short-term corporate profitability or dilute the current stock price, directly conflicting with public investors seeking near-term equity appreciation.

~~Stock-based compensation~~Consequently, ~~expense~~because isof ~~measured~~this atcentralized ~~the~~voting ~~grant~~structure, ~~date~~you ~~fair~~will ~~value~~have oflittle ~~the~~to ~~award~~no ~~and~~active isvoice ~~expensed~~in ~~over~~ the ~~requisite~~management, ~~service~~governance, ~~period.~~or ~~For stock~~long-~~based~~term ~~awards~~operational toexecution ~~employees,~~of ~~non-employees and directors,~~ the Company. ~~calculates~~This ~~the~~dynamic ~~fair~~significantly ~~value~~reduces of the ~~award~~market's onperceived ~~the~~liquidity ~~date~~and value of ~~grant~~our ~~using the Black-Scholes option pricing model~~equity, ~~which~~increases ~~includes variables such as~~ the price ~~expected~~ volatility of ~~the~~our ~~Company’s~~public ~~share price~~float, ~~the exercise behavior of its grantees, interest rates,~~ and ~~dividend~~could ~~yields.~~depress ~~These~~our ~~variables~~trading ~~are projected based on the Company’s historical data~~valuation, ~~experience, and~~exposing ~~other~~independent ~~factors.~~investors ~~In the case of awards with multiple vesting periods, the Company has elected~~ to ~~use the graded vesting attribution method, which recognizes compensation cost on~~ a ~~straight-line~~heightened ~~basis~~risk ~~over each separately vesting portion~~ of ~~the award as if the award~~ ~~was,~~capital ~~in substance, multiple awards~~loss.

~~F-9~~40

~~MEDICAL~~We retain ~~EXERCISE~~the ~~INC~~authority to issue additional common and preferred shares, which may cause immediate or future dilution to the purchasers of our common stock on the OTCQB market.

~~NOTES~~Under our TOarticles ~~FINANCIAL~~of ~~STATEMENTS~~incorporation and corporate bylaws, our Board of Directors retains the unilateral authority to issue additional tranches of common stock, as well as classes of preferred stock, without requiring the prior consent or approval of our public shareholders. Because our pure-play franchising platform under the OnCore Longevity Centers brand is in its early commercial rollout phase, we expect to frequently evaluate strategic equity capital raises to support our corporate infrastructure, finance international marketing, and fund software integrations. The execution of this financing strategy exposes purchasers of our common stock on the OTCQB market to several critical dilution risks:

~~MARCH~~● 31Immediate Dilution from Capital Raising Transactions: To preserve working capital before recurring royalties from our Area Development Managers (ADAs) and franchisees achieve mature scale, ~~2025~~the ~~AND~~Company ~~2024~~may issue substantial blocks of common stock, warrants, or convertible notes. These transactions are frequently structured via Private Investments in Public Equity (PIPEs) or private placements at a discount to the prevailing market price. Any such issuance will cause immediate, material dilution to the voting power and economic ownership percentage of existing shareholders.

~~Leases~~● The Issuance of "Blank Check" Preferred Stock: Our Board possesses the authority to establish one or more series of preferred stock and to determine their designations, preferences, limitations, and relative rights without shareholder approval. The Board could issue preferred shares with superior voting rights, liquidation preferences, cumulative dividend entitlements, or favorable conversion rates that senior rank our common stock, severely depressing the residual value of the common stock upon any liquidation or sale.

In● ~~February~~Dilution ~~2016,~~from ~~the~~Equity ~~Financial Accounting~~Incentive ~~Standards~~Pools ~~Board~~and ~~(“FASB”)~~Milestone ~~issued~~Rewards: ~~ASU~~To ~~2016-02, Leases (Topic~~attract ~~842).~~and ~~The~~retain ~~updated~~elite ~~guidance~~corporate ~~requires~~talent ~~lessees to~~and ~~recognize~~core ~~lease~~developers ~~assets~~without ~~and~~draining ~~lease~~cash ~~liabilities~~reserves, ~~for~~we ~~most~~intend ~~operating~~to ~~leases~~utilize milestone-driven equity compensation plans. InAs ~~addition~~options, ~~the~~restricted ~~updated~~stock ~~guidance~~units ~~requires~~(RSUs), ~~that~~and ~~lessors~~performance-based ~~separate lease~~equity incentives vest and ~~non-lease~~are ~~components~~exercised, inthe aoutstanding ~~contract~~common instock ~~accordance~~expands. Furthermore, certain strategic territory agreements with ~~the~~regional ~~new~~development ~~revenue~~groups ~~guidance~~incorporate inmilestone ~~ASC~~equity ~~606~~bonuses tied to network store-opening velocities, meaning operational scaling will trigger further dilution to our public float.

~~Under~~● ~~Topic~~Downward ~~842,~~Price ~~operating lease~~Pressure ~~right~~from ofMarket ~~use~~Flooding: ~~(“ROU”)~~The ~~assets~~issuance ~~represents~~of ~~the~~additional ~~right~~common toshares ~~use~~or the ~~leased~~resale ~~asset~~of ~~for~~previously ~~the~~restricted ~~lease~~private ~~term~~placement ~~and~~shares ~~operating~~can ~~lease~~lead ~~liabilities are~~to ~~recognized~~a ~~based~~significant onvolume ~~the present value~~ of ~~future~~stock ~~minimum~~entering ~~lease payments over~~ the ~~lease~~public ~~term at commencement date~~market. AsGiven ~~most leases do not provide an implicit rate,~~ the ~~Company~~thin ~~may~~trading ~~utilize~~volume antypical ~~incremental~~of ~~borrowing~~micro-cap ~~rate~~stocks ~~based~~ on the ~~information~~OTCQB ~~available~~tier, at the ~~adoption date~~sale inor ~~determining~~anticipated ~~the~~sale ~~present value~~ of ~~future~~large ~~payments.~~blocks ~~Lease~~of ~~expense~~our ~~for~~common ~~minimum~~stock ~~lease~~could ~~payments~~create isa ~~amortized~~severe onsupply-and-demand aimbalance, ~~straight-line~~artificially ~~basis over~~depressing ~~the~~our ~~lease~~trading ~~term~~price and ismaking ~~included~~it indifficult ~~general~~for ~~and~~independent ~~administrative~~investors ~~expenses~~to inliquidate ~~the~~their ~~statements~~positions ofwithout ~~operations~~substantial financial losses.

~~Leases~~If we ~~having~~issue aadditional ~~term~~equity ofsecurities ~~one year~~to orfund ~~less~~our ~~are~~operations, ~~considered~~clear ~~short~~state-~~term~~level ~~leases.~~Franchise ~~For~~Disclosure ~~short-term~~Document ~~leases~~(FDD) filings, ~~the~~or ~~Company~~optimize our ~~has~~background ~~elected~~Google toGemini ~~not~~AI ~~apply~~middleware ~~the~~platforms, ~~recognition~~your ~~requirements for~~percentage ~~ROU~~ownership ~~assets~~will ~~and~~be ~~the~~systematically ~~related~~diluted, ~~lease~~your ~~liabilities.~~voting ~~Short-term~~influence will ~~leases~~be ~~are~~marginalized, ~~recognized~~and onthe amarket ~~straight-line~~price ~~basis~~of ~~over~~our ~~the~~common ~~lease~~stock ~~term~~could suffer severe depreciation.

~~Net Loss per Common Share~~41

~~Basic earnings (loss) per~~We ~~common~~operate ~~share~~a islean ~~calculated~~corporate byinfrastructure ~~dividing~~and ~~net~~do ~~income~~not ~~(loss)~~maintain byextensive ~~the~~insurance ~~weighted~~or ~~average~~asset ~~number~~reserves ofto ~~common~~cover ~~shares~~unexpected ~~outstanding~~operational ~~during the period.~~liabilities, ~~Shares~~legal ~~issued~~rescission ~~during the year are weighted for the portion of the year that they were outstanding. Except when the effect would be anti-dilutive~~demands, ~~diluted~~ ~~earnings~~or ~~per~~uninsured ~~share~~network ~~is computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive common shares that were outstanding during the period~~losses.

~~The~~To protect ~~computation~~working ofcapital ~~basic~~ and ~~diluted~~suppress ~~income~~fixed ~~(loss)~~administrative ~~per~~overhead, ~~share~~the ~~excludes~~Company ~~potentially~~maintains ~~dilutive~~an ~~securities~~exceptionally ~~when~~lean ~~their~~corporate ~~inclusion~~infrastructure. We ~~would~~do benot ~~anti~~maintain extensive corporate balance sheet reserves, nor do we carry high-~~dilutive~~limit, orcomprehensive ifcommercial ~~their~~insurance packages ~~exercise~~across ~~prices~~every ~~were~~conceivable ~~greater~~operational ~~than~~vulnerability. ~~the~~While ~~average~~this ~~market~~asset-light ~~price~~framework ofaligns ~~the~~with ~~common~~our ~~stock~~strategic ~~during~~transition to a pure-play franchising model under the ~~period.~~OnCore Longevity Centers brand, it leaves our corporate entity deeply exposed to unbudgeted financial shocks that could outpace our liquid assets, creating several critical vulnerabilities:

~~There~~● ~~were~~Financial noVulnerability ~~potentially dilutive~~to ~~securities~~Franchise ~~outstanding~~Rescission ~~during~~Demands: Under Canadian provincial laws—including Saskatchewan's newly enacted Franchise Disclosure Act—and various U.S. state statutes, any technical defect or material omission in our Franchise Disclosure Document (FDD) grants a franchisee a statutory right to rescind their agreement (extending up to two years post-execution in Canada). If an operator or Area Development Manager (ADA) executes a rescission demand, the ~~periods~~Company ~~presented~~is legally obligated to return all initial fees and repurchase local equipment and inventory at original cost. Because we do not hold segregated cash reserves to hedge against rescission claims, a single successful action would completely drain our working capital.

~~Recent~~● ~~Accounting~~Gaps ~~Pronouncements~~in Cybersecurity and Errors and Omissions (E&O) Insurance Coverages: While we enforce strict data-isolation protocols, the Company does not maintain multi-million-dollar cyber liability or specialized algorithmic E&O insurance policies. If cybercriminals execute a data breach exposing sensitive client biometric records from the InBody 770 arrays, or if our Google Gemini AI precision nutrition middleware generates a flawed output resulting in a consumer adverse event, we may be forced to absorb all legal defense fees, statutory fines, and class action settlements directly from our active cash flow.

In● ~~August~~High ~~2020, the FASB issued ASU 2020~~Self-~~06,~~Insured ~~which simplifies~~Retention ~~the~~Layers ~~guidance~~and onUninsured ~~accounting~~Litigation ~~for convertible debt instruments by removing the separation models for~~Overages: ~~(1)~~Commercial ~~convertible~~insurers ~~debt~~view ~~with a~~early-stage, ~~cash~~micro-cap ~~conversion~~companies ~~feature;~~listed ~~and~~on ~~(2)~~the ~~convertible~~OTCQB ~~instruments~~market ~~with~~as ahigh-risk ~~beneficial conversion feature~~profiles. ~~As a result~~Consequently, the ~~Company~~limited ~~will~~insurance ~~not~~policies ~~separately present in equity an embedded conversion feature in such debt. Instead,~~ we ~~will~~may ~~account~~be ~~for~~able ato ~~convertible~~secure ~~debt~~may ~~instrument~~carry ~~wholly~~high asself-insured ~~debt, unless~~retentions ~~certain~~(deductibles) ~~other~~and ~~conditions~~narrow ~~are~~coverage ~~met~~exemptions. WeIf ~~expect~~we ~~the~~are ~~elimination~~targeted ofby ~~these~~third-party ~~models~~civil ~~will~~litigation—such ~~reduce~~as ~~reported~~trademark ~~interest~~infringement ~~expense~~suits ~~and~~with ~~increase reported net income for~~ the ~~Company’s~~USPTO ~~convertible~~or ~~instruments~~cross-border ~~falling~~contract ~~under~~disputes—our ~~the~~insurance ~~scope~~may ofnot ~~those~~cover ~~models before~~ the ~~adoption of ASU 2020-06. Also~~claims, ~~ASU~~forcing ~~2020-06~~us ~~requires~~to ~~the~~fund ~~application~~defense ~~of the if-converted method for calculating diluted earnings per share~~ and ~~the~~damage ~~treasury stock~~costs ~~method will be no longer available. ASU 2020~~out-~~06 became effective for the Company on April 1, 2024. The adoption~~ of ~~this update did not have a material impact on the Company’s consolidated financial statements and related disclosures~~-pocket.

In● ~~June~~Absence ~~2016,~~of ~~the~~Redundant ~~FASB~~Physical ~~issued~~and ~~ASU~~Operational ~~No.~~Shock ~~2016-13, “Financial Instruments—Credit Losses (Topic 326)~~Absorbers: ~~Measurement~~Because ofour ~~Credit~~corporate ~~Losses~~footprint onis ~~Financial~~entirely ~~Instruments”~~decentralized, ~~which~~we ~~significantly changes~~lack ~~how~~physical ~~entities will measure credit losses for most financial~~ assets, ~~including~~real ~~accounts~~property, ~~receivable.~~or ~~ASU~~secondary ~~No.~~cash ~~2016-13~~facilities ~~will~~that ~~replace today’s~~can ~~“incurred~~be ~~loss”~~liquidated ~~approach~~to ~~with~~generate anemergency ~~“expected~~liquidity ~~loss”~~during ~~model,~~a ~~under~~crisis. ~~which~~If ~~companies~~our ~~will~~initial ~~recognize~~royalty ~~allowances based~~inflows onfrom ~~expected~~our ~~rather~~flagship ~~than~~center ~~incurred~~rollout ~~losses.~~in ~~On November 15~~Regina, ~~2019,~~Saskatchewan ~~the~~are ~~FASB~~ delayed ~~the effective date of Topic 326 for certain small public companies and other private companies until fiscal years beginning after December 15~~, ~~2022~~or ~~for~~if ~~SEC~~state ~~filers~~regulators ~~that~~freeze ~~are~~our ~~eligible~~territory ~~to be~~sales ~~smaller~~pipeline ~~reporting~~over ~~companies~~a ~~under~~compliance ~~the SEC’s definition~~dispute, asour ~~well~~lean asinfrastructure ~~private~~possesses ~~companies~~no ~~and not~~built-~~for-profit~~in ~~entities. ASU 2016-13 became effective for the Company on April 1, 2023. The adoption of this update did not have a material impact on the Company’s consolidated~~ financial ~~statements and related disclosures~~buffer.

FAny catastrophic unreserved liability, successful legal rescission claim, or uninsured network loss would paralyze our day-10to-day operations. Because our corporate model lacks institutional asset padding, a single major adverse legal judgment or technical data catastrophe would force us to radically alter our business strategy, delay our North American territory expansion, or completely suspend operations, rendering your common stock worthless.

~~MEDICAL EXERCISE INC.~~42

~~NOTES~~Risks Related TOto ~~FINANCIAL~~the ~~STATEMENTS~~Industry

~~MARCH~~The premium 31longevity, ~~2025~~health ~~AND~~span ~~2024~~extension, and preventative wellness industry is highly fragmented, early-stage, and subject to volatile shifts in consumer perception.

InThe global ~~November~~market ~~2024,~~for ~~the~~premium ~~FASB~~longevity, ~~issued~~healthy ~~ASU 2024-03~~aging, ~~Income~~ ~~Statement—Reporting~~and ~~Comprehensive~~preventative ~~Income—Expense~~wellness ~~Disaggregation~~services ~~Disclosures~~is ~~(Subtopic~~experiencing ~~220-40),~~a ~~which~~significant ~~requires~~structural ~~entities~~shift. toAs ~~provide more detailed disaggregation of expenses in~~ the ~~income~~broader ~~statement,~~longevity ~~focusing~~and onpreventive ~~the~~wellness ~~nature~~market ofexpands ~~the~~toward ~~expenses~~an ~~rather~~estimated ~~than their function~~$2.25 ~~The~~trillion ~~new~~by ~~disclosures~~2035, ~~will~~the ~~require~~industry ~~entities~~remains ~~to separately present expenses for significant line items~~highly fragmented, ~~including~~commercially ~~but~~unproven ~~not~~at ~~limited to,~~a ~~depreciation,~~systemic ~~amortization~~scale, and ~~employee~~characterized ~~compensation.~~by ~~Entities will also be required to provide~~ a ~~qualitative~~lack ~~description~~ of ~~the amounts~~standardized ~~remaining~~operational inbenchmarks. ~~relevant~~Unlike ~~expense~~traditional consolidated ~~captions~~health ~~that~~and ~~are~~fitness ~~not separately disaggregated quantitatively~~verticals, ~~disclose~~ the ~~total~~consumer ~~amount~~longevity ofeconomy ~~selling expenses~~consists ~~and,~~of inan ~~annual~~unorganized ~~reporting~~mix ~~periods, provide a definition~~ of ~~what~~boutique ~~constitutes~~fitness ~~selling~~clubs, ~~expenses. This pronouncement is effective~~passive ~~for~~biohacking ~~fiscal~~lounges, ~~years~~clinical ~~beginning~~anti-aging ~~after December 15~~practices, ~~2026,~~ and ~~interim~~direct-to-consumer ~~periods~~software-as-a-service ~~within~~(SaaS) ~~fiscal~~applications. ~~years~~This ~~beginning after December 15, 2027, with early~~fragmentation ~~adoption~~intensifies ~~permitted.~~the ~~The~~competition ~~Company~~for ~~does~~market ~~not~~share ~~expect~~and ~~the~~exposes ~~adoption~~our ofOnCore ~~this~~Longevity ~~new~~Centers ~~guidance~~franchise model to ~~have~~volatile amacro-level ~~material impact on the consolidated financial statements~~dynamics.

~~There~~Because this ~~are~~ecosystem ~~other~~is ~~various~~early ~~updates recently issued~~stage, ~~most~~ ofit ~~which~~is ~~represented~~deeply ~~technical~~vulnerable ~~corrections~~ to ~~the~~rapid, ~~accounting~~unpredictable ~~literature~~fluctuations orin ~~application~~consumer toperception, ~~specific~~sentiment, ~~industries~~ and ~~are not expected~~behavioral ~~to have a material impact on the Company’s financial position, results of operations or cash flows.~~trends:

~~NOTE~~● Heightened Skepticism and the Threat of "Longevity Washing": The rapid influx of capital into preventive wellness has triggered a wave of "longevity washing," with unverified brands applying scientific-sounding anti-aging labels to unproven services. Consumers are exhibiting unprecedented skepticism toward health span optimization claims. If the broader industry becomes associated with pseudoscience or predatory marketing, public trust could degrade. This dynamic could cause a contraction in consumer willingness to fund out-of-pocket, private-pay subscriptions like our 4-Pillar ~~— PROPERTY~~Model, ~~AND~~directly ~~EQUIPMENT~~reducing the recurring gross royalty streams we collect from our independent operators.

On● ~~September~~Volatile ~~23,~~Shifting ~~2023~~of Consumer Definitions of Aging Well: Consumer expectations regarding healthy lifespan extension are evolving rapidly. Interest has pivoted sharply away from appearance-based "anti-aging" solutions toward practical, internal biological resilience. Consumers are prioritizing functional health span metrics - specifically the ~~Company~~preservation ~~issued~~of 11cognitive sharp-wittedness,~~700~~ skeletal muscle mass,~~000 shares~~ oflocalized ~~common~~joint ~~stock~~mobility, toand along-term ~~related~~physical ~~party~~independence. While our automated EGYM smart circuits and High-Intensity Strength Training (HIST) parameters are engineered to ~~acquire~~address ~~equipment~~these ~~including~~functional ~~two~~demands, ~~lumbar~~any ~~machines~~future ~~having~~swing anin ~~aggregate~~consumer ~~value~~behavior ofback ~~$60~~toward passive,~~000~~ lower-effort recovery modalities (~~See Note~~such 8as ~~and~~cold ~~Note~~plunges, 11infrared saunas, or red-light therapies) could diminish the perceived necessity of our active muscle-retention programming.

~~During~~● ~~the~~Lack ~~period~~of ~~from~~Uniform ~~September~~Medical ~~21,~~and ~~2013~~Scientific ~~(inception) through~~Consensus: ~~March~~The 31underlying science governing biological age metrics, ~~2024~~continuous metabolic assessment, ~~the~~and ~~Company’s~~automated ~~Chief~~exercise ~~Executive~~prescription ~~Officer~~is ~~paid~~under ~~$47~~continuous validation by international research bodies. Currently,~~800~~ onthere ~~behalf~~is ofno ~~the~~single, ~~Company~~globally mandated consensus defining how physiological data loops - such as our multi-vector EGYM BioAge interface or InBody 770 body composition phase angles - should map to ~~acquire~~long-term ~~equipment~~health span optimization. ~~(See~~If ~~Note 6~~competing ~~and~~scientific ~~Note~~theories ~~11)~~challenge the efficacy of high-intensity, low-frequency resistance protocols, or if public health authorities issue restrictive guidance regarding AI-generated dietary recommendations like our custom Google Gemini AI nutrition dashboard, consumer adoption of our systems could drop significantly.

OnBecause we ~~May~~operate ~~30,~~an ~~2024,~~asset-light ~~the~~franchising ~~Company~~infrastructure ~~provided~~that ~~notice~~licenses ~~to the~~intellectual ~~landlord~~property toacross ~~terminate~~55 ~~its~~designated ~~office~~North ~~space~~American ~~effective June 30~~territories, our ~~2024.~~forward ~~Subsequent~~revenue tovelocity ~~providing~~depends ~~notice~~on ~~termination~~establishing of the ~~lease,~~OnCore ~~the~~brand ~~Company began~~as ~~the~~a ~~search~~trusted ~~for~~authority ~~another~~within ~~location~~this ~~for~~fragmented ~~its operations~~marketplace. ~~Due~~If to the ~~Company’s termination of its operating lease subsequent to~~ ~~the~~public ~~March~~perceives ~~31, 2024 balance sheet date, but prior to~~ the ~~issuance~~premium oflongevity ~~its~~sector ~~fiscal~~as ~~2024 financial statements, the Company reviewed its property and equipment, on~~ an ~~individual~~unsafe ~~asset~~or ~~basis, for potential impairment as of March 31, 2024. As a result, the Company recognized aggregate impairment expense of $47,772, due to certain long~~short-lived ~~assets~~consumer ~~having~~fad, aor ~~fair~~if ~~value~~independent ~~less~~personal ~~than~~trainers ~~their~~choose ~~carrying value, for the period from~~to ~~September~~align ~~21,~~with ~~2023~~alternative ~~(inception)~~health ~~through March 31~~trends, ~~2024.~~our ~~For~~capability ~~those~~to ~~assets~~liquidate ~~for~~upfront ~~which~~Initial anFranchise ~~impairment~~Fees ~~was~~will ~~recognized~~contract, ~~the~~our ~~asset~~master ~~was written~~territory ~~down~~rollouts towill ~~its fair market value~~stall, ~~the accumulated depreciation was eliminated,~~ and ~~the~~our ~~adjusted~~corporate ~~carrying~~condition ~~amount~~will ~~shall~~ be ~~its~~materially new cost basis, which shall be depreciated over the remaining useful life of that asset. During the year ended March 31, 2025, an additional impairment expense of $3,799 was recognized for capitalized costs associated with property and ~~equipment~~adversely ~~that had been impaired in fiscal 2024~~harmed.

~~Property and equipment and related accumulated depreciation are summarized in the table below:~~43

	March 31,
	2025			2024
Machinery and equipment	$	69,364		$	72,664
Leassehold improvements		-			169
Less: accumulated depreciation		(9,461	)		(719	)
Property and equipment, net	$	59,903		$	72,114

The preventative health and physical conditioning markets are heavily susceptible to macroeconomic contractions, inflation, and unpredictable shifts in consumer discretionary spending.

~~Depreciation~~Our business ~~expense~~architecture ~~was~~relies ~~$9,370~~on ~~and~~the $2continuous inflow of premium,~~169~~ ~~for~~out-of-pocket consumer spending. Because OnCore Longevity Centers operate ~~the~~entirely ~~year~~outside ~~ended~~traditional ~~March~~health 31insurance networks, ~~2025~~our master territory rollouts and ~~for~~local franchise cash flows are inherently tied to the ~~period~~financial ~~from~~health ~~September~~and ~~21,~~confidence ~~2023~~of ~~(inception)~~our ~~through~~target ~~March~~demographic. 31While health and longevity spending has increasingly transitioned into an essential expenditure for affluent demographics, ~~2024~~preventative services still occupy a highly sensitive layer of household discretionary budgets, ~~respectively.~~introducing several critical vulnerabilities to our international franchise network:

F● Risk of Immediate Subscription Attrition: When household cash flows contract due to sustained inflationary pressures, real wage compression, or capital market corrections, premium lifestyle memberships are vulnerable to rapid reassessment. Even a minor uptick in active client churn at local micro-11studios directly compresses the monthly gross revenue Royalty Payments delivered to our Area Development Managers (ADAs) and our corporate treasury.

~~MEDICAL~~● ~~EXERCISE~~Inflationary ~~INC~~Pressures on Territory Build-Out Economics: Capital allocations for physical center expansion are deeply impacted by localized cost inflation. Independent franchise owner-operators must absorb the direct costs of retail real estate, localized trade labor, and construction material delivery to execute our standardized 1,600 to 2,000 square foot blueprints. If building costs escalate or commercial interest rates rise, prospective franchisees (specifically independent personal trainers with limited personal balance sheets) will face extreme barriers securing equipment lease financing for their EGYM smart circuits and InBody 770 diagnostic arrays, stalling our capability to liquidate front-loaded Initial Franchise Fees.

~~NOTES~~● TOThe ~~FINANCIAL~~Proliferation ~~STATEMENTS~~of Low-Cost Fitness Alternatives: In a defensive economic environment, a distinct segment of the health consumer market actively pivots toward low-cost, minimal-outlay alternatives, including community spaces, high-volume low-price (HVLP) big-box fitness clubs, or free ad-supported streaming workout applications. If macroeconomic pressures reduce consumer appetite for high-fee, data-driven personal training spaces, our client acquisition velocity will slow down.

~~MARCH~~Our capability 31to achieve sustained corporate scaling depends completely on our network’s ability to continually demonstrate that our preventative high-intensity strength training (HIST) and automated Google Gemini AI nutritional mapping provide measurable biological value - such as dropping an individual’s EGYM BioAge score - that consumers refuse to cut from their budgets. If widespread macroeconomic contractions or persistent cost-of-living pressures force our core 40+ demographic to reduce their out-of-pocket wellness allocations, our ~~2025~~network ~~AND~~development ~~2024~~will stagnate, unit-level profitability will drop, and our shareholders' equity value will be materially and adversely harmed.

~~NOTE 5 — INTANGIBLE ASSETS~~44

~~Intangible~~We operate ~~assets~~in ~~and related~~an ~~accumulated~~intensely ~~amortization~~competitive ~~are~~landscape ~~summarized~~across inmultiple wellness sectors, and the ~~table~~rapid ~~below:~~rise of low-barrier digital health options could diminish our market share.

	March 31,
	2025			2024
Website	$	7,066		$	1,950
Less: accumulated amortization		(2,158	)		(36	)
Website, net	$	4,908		$	1,914

The commercial marketplace for health optimization, premium strength conditioning, and personalized wellness is exceptionally crowded, aggressive, and undergoing constant structural transformation. As our OnCore Longevity Centers international network deploys its asset-light franchise infrastructure across 55 North American territories, we compete directly against large, entrenched corporate operators and well-capitalized digital technology ecosystems. Our business profile spans multiple highly competitive verticals - including the boutique fitness industry (projected to reach $26.2 billion), the specialty longevity studio sector, and the global mobile health (mHealth) apps market (estimated at $45.14 billion in 2026 - subjecting our long-term market share to distinct competitive pressures:

	Website
Beginning balance at September 21, 2023	$	-
Add: Additions		1,950
Less: Amortization		(36	)
Less: Impairments		-
Carrying value at March 31, 2024		1,914
Add: Additions		5,116
Less: Amortization		(2,122	)
Less: Impairments		-
Carrying value at March 31, 2024	$	4,908

●

Aggressive Scaling by National Boutique and Luxury Fitness Brands: We face intense competition from established national boutique franchisors (such as Club Pilates, F45, and Orangetheory Fitness) and premium big-box luxury networks. Many incumbents possess superior brand equity, multi-million-dollar marketing budgets, and long-standing real estate relationships. In 2026, these competitors are actively pivoting their marketing toward active aging, functional mobility, and longevity strength formats to capture our exact target demographic of affluent adults aged 40 and older. If our Area Development Managers (ADAs) and franchisees fail to rapidly communicate the advantages of our proprietary High-Intensity Strength Training (HIST) protocols, our client acquisition velocity will slow down.

~~Amortization~~● ~~expense~~The ~~was~~Proliferation $2of Low-Barrier Digital Health and AI Coaching Apps: The market is experiencing a massive influx of software-only wellness applications,~~122~~ biometric wearables, and ~~$36~~generative ~~for~~AI coaching platforms. In 2026, wellness management applications command a dominant 61.97% market share of the ~~year~~ ~~ended~~mobile ~~March~~health 31vertical, ~~2025~~functioning as personalized companions that ingest wearable data to generate automated exercise and ~~for~~dietary ~~the~~guidance. ~~period~~Because ~~from~~these ~~September~~direct-to-consumer ~~21,~~software ~~2023~~platforms ~~(inception)~~operate ~~through~~with ~~March~~near-zero 31marginal distribution costs, ~~2024~~they offer low-barrier, ~~respectively~~inexpensive pricing tiers. If consumers conclude that an automated smartphone app provides comparable outcomes to our closed-loop InBody 770 and Google Gemini AI infrastructure, they may bypass our physical studios entirely.

~~Estimated~~● ~~future~~Market ~~amortization expense~~Saturation and the Risk of Consumer Fatigue: In affluent metropolitan markets across the United States and Canada, a dense concentration of fitness concepts and passive biohacking spaces has created localized market saturation. This over-supply increases consumer acquisition costs (CAC) on digital channels, drives up commercial lease costs for ~~intangible~~our ~~assets~~standardized is1,600 to 2,000 square foot footprints, and accelerates client churn as ~~follows~~consumers drift between competing novelty concepts.

Fiscal year
2026	$	2,355
2027		2,319
2028		234
Total	$	4,908

If we cannot continuously prove that our integrated 4-Pillar Model delivers superior biological reversals—quantified through our automated EGYM BioAge tracking interface—the brand's premium defensibility will erode. A failure to insulate our network from these competitive pressures will depress store-level economics, cause independent personal trainers to reject our sub-franchise offerings, and lead to an immediate, material adverse effect on our corporate expansion and stock valuation.

~~NOTE 6 — ADVANCES – RELATED PARTY~~45

~~During the period from September 21, 2013 (inception)~~The ~~through~~rapid ~~March~~evolution ~~31,~~and ~~2024,~~consumer ~~the~~adoption ~~Company received advances~~ of ~~$65,308~~metabolic ~~from~~weight-loss pharmaceuticals and ~~made~~GLP-1 ~~repayments~~therapies ofcould ~~$4,065~~radically todisrupt ~~the Company’s Chief Executive~~traditional ~~Officer.~~fitness Inand ~~addition,~~lifestyle ~~the~~spending ~~officer paid $47,800 on behalf of the Company to acquire equipment (See Note 4)~~priorities.

~~During the year ended March 31~~The health, ~~2025~~wellness, ~~the~~and ~~Company received~~body ~~advances~~conditioning ofindustries ~~$170,505~~are ~~from~~experiencing ~~the~~a ~~Company’s~~profound ~~Chief~~structural ~~Executive~~disruption ~~Officer.~~driven Onby ~~May 29, 2024,~~ the ~~Company~~unprecedented ~~issued 3,000,000 shares of~~medical ~~common~~adoption ~~stock~~and tosocietal ~~the~~integration ~~Chief~~of ~~Executive~~modern ~~Officer~~metabolic inweight-optimization ~~exchange for $300~~medications,~~000,~~ orspecifically ~~$0.10~~glucagon-like ~~per~~peptide-1 ~~share, as follows:~~ (iGLP-1) ~~a $100,000 reduction of the~~receptor ~~advances~~agonists ~~payable~~and todual-acting ~~the~~therapies ~~officer; and~~ (~~ii)~~such aas ~~subscription~~semaglutide ~~receivable~~and ~~of $200,000~~tirzepatide). OnWith ~~December~~national ~~31,~~clinical ~~2024,~~data ~~the~~indicating ~~outstanding~~that ~~$200,000~~millions ~~subscription~~of North ~~receivable~~American ~~from~~adults ~~the~~are ~~officer~~utilizing ~~was~~these ~~satisfied as follows: (i) a $100~~therapies,~~000~~ ~~reduction~~consumer ofspending ~~the~~dynamics ~~advances~~are ~~payable~~shifting toaway ~~the~~from ~~officer;~~traditional ~~and~~lifestyle ~~(ii) compensation~~interventions ~~expense~~toward ofclinical ~~$100~~management,~~000~~ toexposing ~~the~~our ~~officer~~OnCore ~~for~~Longevity ~~the~~Centers ~~calendar~~franchise ~~year~~network ~~ended~~to ~~December~~highly ~~31,~~unpredictable ~~2024~~spending ~~(See~~re-allocations ~~Note~~and unique ~~8).~~competitive pressures:

~~The~~● ~~advances~~Cannibalization of Out-of-Pocket Discretionary Wellness Capital: Traditional consumer fitness models are ~~unsecured,~~vulnerable ~~non~~to the perception that pharmaceutical interventions replace the requirement for physical exertion. Data presented at the annual meeting of the Endocrine Society (ENDO 2026) revealed that adults utilizing GLP-~~interest~~1 ~~bearing and~~receptor ~~due~~agonists onfrequently ~~demand~~experience ~~and,~~significant ~~therefore,~~declines noin ~~interest~~daily ~~expense~~physical ~~has~~activity, ~~been~~contracting ~~recognized~~moderate-to-vigorous orphysical isactivity ~~due~~(MVPA) metrics. AsIf our core target demographic of ~~March~~affluent ~~31,~~adults ~~2025~~aged 40 and ~~2024,~~older ~~the~~concludes ~~balance~~that ~~due~~a ~~to the~~weekly ~~related~~injection ~~party~~achieves ~~was~~their ~~$79~~health goals,~~548~~ ~~and~~they ~~$109,043,~~may ~~respectively~~redirect out-of-pocket capital away from our franchise network, ~~all~~compressing ofthe ~~which~~high-margin isrecurring ~~included~~gross insales ~~current~~Royalty ~~liabilities~~Payments ~~(See~~delivered ~~Note~~to ~~11)~~our corporate treasury.

~~NOTE~~● 7The ~~— COMMITMENTS~~Sarcopenic ~~AND~~and ~~CONTINGENCIES~~Lean Mass Attrition Crisis: While public perception views rapid weight reduction as a definitive health victory, clinical data published in the Journal of the American Medical Association (JAMA, 2026) highlights a severe musculoskeletal crisis: without targeted resistance protocols, 25% to 40% of the total weight lost on GLP-1 therapies comes directly from fat-free lean skeletal muscle mass and bone density. This rapid degradation increases the risk of sarcopenia (age-related muscle wasting) and impairs functional mobility. While our 4-Pillar Model is explicitly engineered as a countermeasure - utilizing automated, motor-loaded EGYM smart circuits to trigger muscle protein synthesis - we face immense friction in educating the consumer market. If operators cannot position OnCore as an indispensable medical co-therapy, network expansion will stall.

~~Office~~● ~~Lease~~Pipeline Vulnerabilities to Competing Sarcopenia Pharmaceuticals: As the medical community recognizes GLP-1-induced muscle loss as an urgent gap in care, biotechnology entities are accelerating clinical trials for companion medications designed to protect lean mass via chemical pathways. If the pharmaceutical industry deploys low-friction countermeasures that preserve muscle activation without requiring physical exertion, the underlying economic thesis of our physical retail micro-studios will be severely undermined.

~~On November 1, 2023, the Company entered into~~Our ~~a 54~~long-~~month~~term ~~operating~~commercial ~~lease~~defensibility ~~with~~relies acompletely ~~related~~on ~~party~~our ~~founder~~network's ~~for~~capacity ~~office~~to ~~space~~prove ~~for~~- avia ~~base~~our ~~rent~~multi-vector ofEGYM ~~$1,360~~BioAge ~~commencing~~tracking ~~January 1, 2024 (See Note~~interface ~~11). The Company adopted ASC Topic 842, Leases upon inception of the lease. Since both parties (the lessor~~ and ~~the~~InBody ~~lessee)~~770 ~~had~~diagnostic ~~the~~arrays ~~right to~~- ~~terminate~~that ~~the~~physical ~~lease~~musculoskeletal ~~with~~preservation 30provides ~~days’~~non-fungible ~~notice,~~functional anlongevity ~~evaluation~~outcomes ~~was performed whether~~ that ~~termination provision impacts the lease term. According~~ tono ~~ASC~~pharmaceutical ~~842,~~agent ~~if both parties~~ can ~~terminate~~replicate. ~~the~~If ~~lease~~consumer ~~without~~bias ~~penalty~~increasingly ~~with~~favors 30purely ~~days’~~medicinal ~~notice~~management, ~~then~~or ~~the~~if ~~lease~~our ~~term~~Area isDevelopment ~~effectively only the~~Managers ~~non-cancelable~~(ADAs) ~~period,~~fail ~~which in this case is 30 days. The lease term would not include the full contractual period since both parties have the mutual right~~ to ~~terminate~~establish ~~the~~clinical ~~lease~~referral atpathways ~~any time~~ with ~~minimal~~regional ~~notice.~~telehealth ~~Accordingly~~platforms, ~~the~~our ~~Company’s~~franchise ~~operating~~territory ~~lease~~sales isvelocity ~~treated as~~will ~~a month-to-month lease. On May 30~~drop, ~~2024, the Company provided notice to the landlord to terminate its office space effective June 30,~~ ~~2024.~~store-level ~~Subsequent~~profit tomargins ~~providing~~will ~~notice termination of the lease~~contract, ~~the~~and ~~Company~~our ~~began~~shareholders' ~~the~~capital ~~search~~will ~~for~~be ~~another~~heavily ~~location for its operations~~devalued.

~~F-12~~46

~~MEDICAL~~The health ~~EXERCISE~~span ~~INC~~and wellness industry is facing a highly aggressive, rapidly expanding wave of state, federal, and provincial data privacy legislation targeting consumer biometric and physical tracking metrics.

~~NOTES~~To deliver TOour ~~FINANCIAL~~data-backed ~~STATEMENTS~~4-Pillar Model, the OnCore Longevity Centers franchise network relies on the continuous ingestion of sensitive physical data vectors, including multi-frequency lean mass parameters from the InBody 770 diagnostic array and skeletal tracking metrics processed by the camera-guided EGYM Hub to compute clients' multi-vector EGYM BioAge scores. Because our technology infrastructure handles non-anonymizable physiological datasets, the Company operates at the center of an aggressive regulatory expansion, introducing substantial statutory liabilities for operators in the wellness industry:

~~MARCH~~● 31Heightened Exposure and Compliance Demands Under State Biometric Statutes: Multiple jurisdictions enforce strict rules governing biological identifiers. In Illinois, ~~2025~~the ~~AND~~Biometric ~~2024~~Information Privacy Act (BIPA) imposes rigid disclosure and written opt-in consent rules. A critical federal appellate ruling by the U.S. Court of Appeals for the Seventh Circuit (Clay v. Union Pacific Railroad Company, April 1, 2026) resolved a major industry vulnerability by holding that the BIPA amendment limiting damages to a per-person basis applies retroactively to pending cases, eliminating ruinous compounding "per-scan" liability. However, BIPA remains a heavily utilized class action vector, and the Clay decision reaffirmed that statutory ceilings of $1,000 for negligent and $5,000 for intentional violations are assessed per individual. Any technical error in our opt-in consent flows could expose the Company to class action litigation.

On● ~~June~~The 6Proliferation of Non-HIPAA Consumer Health Privacy Laws: State regulators are closing privacy gaps for fitness data falling outside traditional medical networks. Washington's My Health My Data (MHMD) Act serves as the national benchmark, ~~2024~~treating physical measurements, vital signs, and precise location markers as protected variables. Landmark test cases filed in early 2026 challenge entities executing background data routing without explicit consent. The MHMD Act mandates a separate, distinct health privacy link on the ~~Company~~corporate ~~entered~~homepage. ~~into~~Because any violation constitutes a ~~month-to-month lease~~per ~~for~~se ~~warehouse~~breach ~~space~~of inWashington's ~~Ocala~~Consumer Protection Act, ~~Florida~~any technical omission on www.oncorelongevity.com could trigger enforcement sweeps, statutory fines, and class action complaints across our territories.

~~Rental~~● ~~expense~~Expanding ofRegulatory ~~$6,749~~Audits and ~~$6,548~~Platform ~~for~~Deletion Mandates: Progressive frameworks like the ~~year ended~~California ~~March~~Consumer ~~31,~~Privacy ~~2025~~Act ~~and~~(CCPA/CPRA) ~~for~~implement ~~the~~rigorous ~~period~~compliance ~~from~~thresholds ~~September~~for 212026, ~~2023~~requiring ~~(inception)~~detailed ~~through~~risk ~~March~~assessments ~~31,~~and ~~2024,~~annual ~~respectively~~attestations. Furthermore, isCalifornia's ~~included~~newly inoperational ~~selling~~DROP platform allows consumers to execute a single, ~~general~~ ~~and~~automated ~~administrative~~deletion ~~expenses~~request onmandating the ~~accompanying~~immediate ~~statement~~removal of ~~operations~~data profiles across commercial databases. Managing individual opt-out requests and maintaining real-time compliance tracking across our 55 target North American markets requires significant corporate expenditure and administrative overhead.

~~Legal~~● ~~Matters~~Cross-Border Canadian Data and Provincial Privacy Frameworks: Our expansion into Canada introduces liabilities under the Personal Information Protection and Electronic Documents Act (PIPEDA) and aggressive provincial statutes like Alberta's PIPA and Quebec's Law 25. These frameworks impose steep administrative penalties - up to 4% of global turnover - for unauthorized processing or cross-border transmission of health metrics without clear consumer consent.

~~From~~If our ~~time~~Area toDevelopment ~~time,~~Managers ~~the~~(ADAs) ~~Company~~fail ~~may be involved in litigation relating~~ to ~~claims~~strictly ~~arising~~enforce ~~out~~data-handling ofprotocols, ~~operations~~or inif ~~the~~our ~~normal~~backend ~~course~~technology oflayer ~~business.~~suffers Ata ~~March 31~~leak, ~~2025, there were no pending~~ orthe ~~threatened~~Company ~~lawsuits~~faces ~~that~~direct ~~could~~statutory ~~reasonably~~liability. beGiven ~~expected~~our tolean ~~have~~corporate aarchitecture ~~material~~and ~~effect~~total onabsence ~~the results~~ of ~~the~~multi-million-dollar ~~Company’s~~cyber ~~operations and~~liability ~~there~~reserves, ~~are~~an noadverse ~~proceedings~~data inprivacy ~~which~~judgment ~~any~~would ofdry ~~the~~up ~~Company’s~~franchise ~~directors,~~fee ~~officers or affiliates~~revenues, ordisrupt ~~any~~our ~~registered~~international ~~or beneficial shareholder~~pipeline, is anand ~~adverse~~severely ~~party~~damage our ortrading ~~has a material interest adverse to the Company’s interest~~value.

~~NOTE 8 — STOCKHOLDERS’ DEFICIT~~47

~~Common~~The deployment ~~Stock~~of generative artificial intelligence and algorithmic models within consumer nutrition and wellness coaching is subject to intensifying, unproven regulatory oversight and liability.

OnOur proprietary ~~September~~technology ~~23,~~layer ~~2023~~relies heavily on advanced generative artificial intelligence (AI) and cloud-based data integration. Under our Pillar 2 (Precision Nutrition) framework, the Company ~~issued~~does ~~11,700,000 shares~~not maintain a high-overhead staff of ~~common~~credentialed ~~stock~~clinical todietitians. Instead, aour ~~related~~software ~~party~~platform toutilizes ~~acquire~~custom ~~equipment~~developer ~~including~~APIs ~~two~~linked ~~lumbar~~to ~~machines~~the ~~having~~Google anGemini ~~aggregate~~AI ~~value~~ecosystem ofto ~~$60,000~~dynamically ~~(See~~synthesize hyper-personalized ~~Note~~menu 4configurations, habit tracking, and ~~Note~~grocery ~~11)~~lists for subscribers. InBecause ~~accordance~~our ~~with~~applications ~~the~~ingest ~~Securities~~biometric ~~and~~measurements ~~Exchange~~directly from ~~Commission~~our ~~Staff~~physical ~~Accounting~~InBody ~~Bulletin~~770 ~~Topic~~diagnostic ~~5G,~~arrays ~~the~~to ~~equipment~~formulate ~~was~~these ~~recorded at~~automated ~~its~~nutritional ~~original~~outputs, ~~cost~~we ~~basis~~operate toat the ~~transferor~~center of ~~$60~~an intensely monitored,~~000~~ fast-evolving regulatory landscape. Federal, state, and provincial authorities are implementing rigid compliance guidelines governing automated decision-making and AI-generated wellness advice, exposing the Company to complex and untested product liability frameworks:

~~From~~● ~~November~~Rigid 7,Reasonable ~~2023~~Care ~~through~~Mandates ~~December~~Under ~~30,~~State ~~2023~~Artificial Intelligence Acts: States are rapidly creating sweeping frameworks to govern automated systems. The Colorado Artificial Intelligence Act, ~~the~~ ~~Company~~which ~~sold~~officially antakes ~~aggregate~~effect ofin ~~362~~June 2026,~~000~~ ~~shares~~requires deployers of ~~common~~high-risk ~~stock~~AI ~~for~~systems ~~aggregate~~to ~~proceeds~~exercise of"reasonable ~~$36~~care" to avoid algorithmic discrimination and to complete ongoing impact assessments. Concurrently,~~200,~~ state-level statutes - such as California’s AB 489 - prohibit automated platforms from falsely implying they hold formal healthcare or ~~$0.10~~medical ~~per~~nutrition ~~share~~licenses, ~~resulting~~requiring inprominent ~~net proceeds~~consumer ofdisclosures. ~~$35,700~~Complying with these state-specific auditing requirements and aconfiguring ~~subscription~~geographic ~~receivable~~opt-out offilters ~~$500~~on www.oncorelongevity.com creates significant administrative burdens and corporate expenditures.

On● ~~May~~The ~~29,~~Threat ~~2024,~~of Algorithmic Deception Actions by the ~~Company~~FTC: ~~issued~~The ~~3,000,000 shares~~Federal ofTrade ~~common~~Commission ~~stock~~(FTC) toaggressively ~~its~~polices ~~Chief~~consumer-facing ~~Executive~~AI ~~Officer~~systems inunder ~~exchange~~Section ~~for~~5 ~~$300~~of the FTC Act,~~000,~~ targeting companies making unproven or ~~$0.10~~exaggerated ~~per~~health ~~share,~~claims asthrough ~~follows:~~automated ~~(i)~~tools. aThe ~~$100,000~~FTC ~~reduction of~~has ~~the~~repeatedly ~~advances~~demonstrated ~~payable~~its willingness to ~~the~~enforce ~~officer;~~algorithmic ~~and~~disgorgement ~~(ii)~~- a ~~subscription~~catastrophic ~~receivable~~remedy offorcing ~~$200,000.~~a Oncompany ~~December~~to 31destroy its software architecture, ~~2024~~prompt configurations, ~~the~~and ~~outstanding~~underlying ~~$200,000 subscription~~databases ~~receivable~~if ~~from~~operated using deceptive practices. If the ~~officer~~FTC ~~was~~concludes ~~satisfied~~that asour ~~follows:~~background ~~(i)~~Google aGemini ~~$100,000~~AI ~~reduction~~configurations ofdeliver ~~the~~unverified ~~advances~~biological ~~payable~~guidance toor overstate the ~~officer;~~speed ~~and (ii)~~of ~~compensation~~an ~~expense~~individual’s ofEGYM ~~$100~~BioAge deceleration,~~000~~ to the ~~officer~~Company ~~for~~could ~~the~~face ~~calendar~~severe ~~year~~enforcement ~~ended~~actions ~~December~~that ~~31,~~would ~~2024~~cripple ~~(See~~our ~~Note~~technology 6)stack.

On● ~~May~~Unproven 31Product Liability and the Risk of Algorithmic "Hallucinations": Large language models are naturally susceptible to "hallucinations," ~~2024~~occasionally outputting factually incorrect or physically hazardous guidance. If our custom prompt routing generates a corrupted dietary protocol that triggers a severe health crisis for a client, the Company ~~approved~~faces ~~the~~direct ~~return of~~product 3liability lawsuits. Because legal precedents defining corporate negligence for autonomous AI behavior are entirely unproven,~~000,000~~ ~~shares~~we cannot predict whether courts will assign liability to the foundational engine provider (Google) or to the deployment platform (OnCore). Given our lean infrastructure and the absence of ~~common~~algorithmic ~~stock~~errors ~~from~~and omissions (E&O) insurance padding, a ~~significant~~single ~~stockholder~~major adverse AI liability judgment would deplete our working capital.

~~From~~● ~~June~~Restrictions ~~26,~~Under ~~2024~~State ~~through~~Dietetics ~~August~~and ~~31,~~Nutrition ~~2024,~~Licensing ~~the Company~~Boards: ~~sold~~Traditional anmedical ~~aggregate~~nutrition oftherapy ~~160~~(MNT) is protected by state and provincial licensing boards,~~000~~ ~~shares~~which ofrestrict ~~common~~prescribing ~~stock~~disease-management ~~for~~meal anplans ~~aggregate~~to ~~amount~~registered ofdietitians. ~~$16~~While our platform is engineered as a general wellness coaching tool,~~000,~~ oraggressive ~~$0.10~~state ~~per~~licensing ~~share~~boards are expanding enforcement to capture automated digital software. AsIf ofregional ~~March~~boards ~~31,~~determine ~~2025, net~~that ~~proceeds~~our ofautomated ~~$15~~API data loops cross the threshold into unlicensed dietetics practice,~~500~~ ~~were~~they ~~received~~could ~~and~~issue aimmediate ~~subscription~~cease-and-desist ~~receivable~~orders ofacross ~~$500~~entire ~~was~~state ~~outstanding~~jurisdictions.

~~NOTE~~If we 9are —forced ~~INCOME~~to ~~TAXES~~scale back, modify, or completely terminate our automated Google Gemini AI nutrition loops due to regulatory crackdowns, software failures, or changing liability laws, the value proposition of our 4-Pillar Model would be compromised. Any disruption to our centralized technology layer would reduce sub-franchise recruitment velocity, lower client retention across our Area Development Manager (ADA) networks and cause a severe material adverse effect on our business operations and our traded stock value.

~~The Company’s provision (benefit) for income taxes consists of the following United States federal and state components:~~48

				For the
				Period from
				September 21,
				2023
	For the			(Inception)
	Year Ended			Through
	March 31, 2025			March 31, 2024
Current:
Federal	$	-		$	-
State		-			-
Deferred:
Federal		(69,325	)		(30,661	)
State		(14,343	)		(6,344	)
		(83,668	)		(37,005	)
Change in valuation allowance		83,668			37,005
Income tax provision (benefit)	$	-		$	-

Unfavorable publicity, unscientific industry claims, or high-profile safety incidents regarding high-intensity strength training or automated resistance circuits could damage our brand reputation.

FThe commercial execution of our franchise platform depends on the public safety perception and market authority of the OnCore Longevity Centers brand. Our physical centers feature specialized, robotic motor-13loaded EGYM smart-strengthening circuits to deliver localized High-Intensity Strength Training (HIST) protocols tailored for adults aged 40 and older. Because we market our system as a premium, science-backed preventative health solution capable of safely optimizing musculoskeletal profiles, our forward rollout velocity is highly sensitive to shifts in public trust and consumer safety trends. This introduces unique operational and public relations vulnerabilities:

~~MEDICAL~~● ~~EXERCISE~~Susceptibility ~~INC~~to Virally Distributed Injuries: HIST protocols intentionally push skeletal muscle groups to temporary failure under heavy mechanical resistance profiles. Any improper positioning or mechanical software calculation error could result in soft tissue tears or joint dislocations. If a client at a local franchise studio -such as our initial international training center at 4057 Albert Street in Regina - sustains a high-profile injury while using an automated EGYM circuit, and that event is amplified across social media, it could trigger widespread consumer anxiety and suppress client acquisition rates network-wide.

~~NOTES~~● TOThe ~~FINANCIAL~~Downstream ~~STATEMENTS~~Impact of "Longevity Washing": The preventative wellness sector is facing a wave of "longevity washing," with numerous brands making unverified or exaggerated claims regarding biological age reversal. If the broader market becomes associated with deceptive practices, negative media coverage could damage the credibility of the entire sector. If journalists or academic researchers publish reports criticizing the scientific basis of electronic EGYM BioAge tracking or automated AI nutritional mapping, consumers may view our system as an unproven fad, impairing our capability to recruit elite personal trainers as franchise operators.

~~MARCH~~● 31Systemic Multi-Territory Halts from Local Premise Liability Disputes: If a catastrophic health event occurs inside a micro-studio, ~~2025~~resulting ~~AND~~common-law ~~2024~~negligence or product liability lawsuits will name OnCore Longevity Inc. as a co-defendant. Defending against these actions demands significant legal expenditure. Furthermore, high-profile litigation would force us to disclose ongoing disputes in Item 3 of our annual Franchise Disclosure Document (FDD) filings, which could lead state regulatory boards to freeze our territory registration approvals, halting our domestic expansion pipeline.

~~The~~If we ~~deferred~~cannot ~~tax~~continuously ~~expense~~preserve ~~(benefit)~~our isbrand ~~the~~reputation ~~change in~~as a safe, scientifically rigorous leader within the ~~deferred~~health ~~tax~~span ~~assets~~optimization ~~and~~market, our ~~liabilities~~target ~~representing~~40+ ~~the~~demographic ~~tax~~will ~~consequences~~migrate ofto ~~changes~~traditional inor ~~the~~digital ~~amounts~~competitors. ofAny ~~temporary~~widespread ~~differences,~~erosion ~~net~~of ~~operating loss~~consumer ~~carryforwards~~trust ~~and~~will ~~changes~~depress local instore-level ~~tax~~subscription ~~rates~~volumes, ~~during~~degrade the ~~year.~~market ~~The~~value ~~Company’s~~of ~~deferred~~our ~~tax~~master ~~assets~~territory packages, and ~~liabilities~~cause ~~are~~a ~~comprised~~severe ofmaterial adverse ~~the~~effect ~~following:~~on our financial condition and our public trading valuation.

	March 31, 2025			March 31, 2024
Deferred tax assets:
Net operating loss carryforwards	$	121,808		$	30,003
Fixed assets and intangible assets		-			6,376
Deferred rent		-			626
Total deferred tax assets		121,808			37,005
Deferred tax liabilities:
Fixed assets and intangible assets		(1,135	)		-
Total deferred tax liabilities		(1,135	)		-
Valuation allowance		(120,673	)		(37,005	)
Total deferred tax assets (liabilities)	$	-		$	-

~~As of March 31, 2025, the Company had U.S. federal~~The ~~net~~preventative ~~operating~~wellness ~~loss~~industry ~~carryforwards~~operates ofunder ~~$480,602,~~continuous ~~all~~exposure ~~of which do not expire and are limited~~ to ~~80%~~evolving ofoccupational ~~taxable~~licensing, ~~income~~personal intraining ~~the year utilized.~~certifications, ~~These net operating loss carryforwards may be used to offset future taxable income~~ and ~~thereby~~non-medical ~~reduce~~health ~~the~~designation ~~Company’s U~~regulations.S. federal income taxes. Section 382 of the Internal Revenue Code of 1986 (the “Code”) imposes an annual limit on the ability of a corporation that undergoes a greater than 50% ownership change to use its net operating loss carry forwards to reduce its tax liability. If in the future the Company issues common stock or additional equity instruments convertible in common shares which result in an ownership change exceeding the 50% limitation threshold imposed by Section 382 of the Code, the Company’s net operating loss carryforwards may be significantly limited as to the amount of use in a particular year.

~~For~~The execution ~~U.S.~~of ~~purposes,~~our asset-light franchise model relies on the ~~Company~~talent ~~has~~pipeline ~~not~~of ~~completed~~our independent operators, who are predominantly experienced ~~its~~personal ~~evaluation~~trainers ofand ~~NOL~~exercise ~~utilization~~physiologists. ~~limitations~~These ~~under~~practitioners ~~Internal~~interact ~~Revenue~~directly ~~Code,~~with asclients ~~amended~~to ~~(the~~oversee ~~“Code”~~our specialized High-Intensity Strength Training (HIST) ~~Section~~protocols, ~~382/383~~manage EGYM robotic resistance configurations, ~~change of~~and ~~ownership~~guide ~~rules.~~clients Ifthrough ~~the~~our ~~Company~~4-Pillar ~~has~~Model. ~~had~~Because our aphysical ~~change~~centers infocus ~~ownership,~~on ~~the~~muscle ~~NOL’s~~retention ~~would~~and behealth ~~limited~~span asextension tofor ~~the~~adults ~~amount~~aged ~~that~~40 ~~could~~and beolder, ~~utilized~~our operational compliance is ~~each~~vulnerable ~~year~~to changes in local, ~~based~~state, onfederal, ~~the~~and ~~Code~~provincial orlaws ~~might~~governing beoccupational ~~eliminated.~~licensing and professional fitness credentials, introducing several critical risks:

● The ~~Company~~Influx ~~has~~of ~~provided~~Strict aState-Level ~~full~~Licensure ~~valuation~~Mandates: ~~allowance against~~Historically, ~~its~~the ~~net~~personal ~~deferred~~training ~~tax~~market ~~assets~~has operated under decentralized certification guidelines. However, ~~since~~legislative frameworks in ~~the~~2026 ~~opinion~~reveal ofthat ~~management~~multiple ~~based~~state ~~upon~~assemblies ~~the~~are ~~earnings~~reviewing ~~history~~bills designed to formalize personal training scope-of-practice ~~the~~requirements. ~~Company;~~These initiatives seek to make it isa ~~more~~violation ~~likely than~~to ~~not~~prescribe ~~that~~structured physical conditioning without holding specific state licenses accredited by the ~~benefits~~National ofCommission ~~these~~for ~~assets~~Certifying Agencies (NCCA), such as advanced designations from NASM, ACSM, or NSCA. If our 55 target North American markets implement varying state-specific licensing, sub-franchisees will ~~not~~face besignificant ~~realized~~compliance costs, mandatory continuing education unit (CEU) tracking, and extended hiring cycles that could delay local center rollouts.

~~The~~● ~~Company~~Regulatory ~~complies~~Redirection ~~with~~and the ~~provisions~~Threat of ~~FASB ASC~~Medical ~~740-10~~Board inOverreach: ~~accounting~~Because ~~for~~the ~~its~~OnCore ~~uncertain~~model ~~tax~~utilizes ~~positions. ASC~~data-driven ~~740~~interfaces -10 ~~addresses~~including cellular monitoring via the ~~determination~~InBody of770 ~~whether~~and ~~tax~~custom ~~benefits~~prompt ~~claimed or~~routing ~~expected~~linked to bethe ~~claimed~~Google onGemini aAI ~~tax~~nutrition ~~return~~ecosystem ~~should~~- beaggressive ~~recorded~~state inmedical ~~the~~boards ~~financial~~or ~~statements.~~physical ~~Under~~therapy ~~ASC~~panels ~~740-10,~~may ~~the~~argue ~~Company~~that ~~may~~our ~~recognize the~~automated ~~tax~~conditioning ~~benefit~~paths ~~from~~cross anthe ~~uncertain~~boundary ~~tax~~into ~~position~~clinical ~~only~~rehabilitation, ifmedical itnutrition istherapy ~~more~~(MNT), ~~likely~~or ~~that~~unlicensed ~~not~~physical ~~that~~therapy. ~~the~~Although ~~tax~~our ~~position~~platform ~~will~~is beengineered ~~sustained~~strictly onas ~~examination by~~a ~~the~~general ~~taxing~~wellness ~~authorities~~coaching framework, ~~based~~sudden onchanges ~~the~~to ~~technical~~state ~~merits~~definitions of ~~the~~"exercise ~~position.~~therapy" ~~Management~~or ~~has~~"functional ~~determined~~rehabilitation" ~~that~~could ~~the~~restrict ~~Company~~our ~~has~~trainers nofrom ~~significant uncertain~~adjusting ~~tax~~EGYM ~~positions~~kinetic ~~requiring~~resistance ~~recognition~~vectors ~~under~~for ~~ASC~~clients, ~~740~~and regional cease-10and-desist actions would immediately devalue our territory packages.

~~The~~● ~~Company~~Cross-Border isRegulatory ~~subject~~Variances toand ~~income~~International ~~tax~~Compliance inFriction: ~~the~~Our ~~U.S., and~~international ~~certain~~expansion ~~state~~into ~~jurisdictions.~~Canada ~~The~~through ~~Company~~master ~~has~~partners ~~not~~like ~~been~~Degco ~~audited~~Fitness byVentures ~~the U~~Ltd.S. ~~Internal~~introduces ~~Revenue~~distinct ~~Service,~~regulatory orfriction. ~~any~~In ~~states~~Canada, inprofessional ~~connection~~fitness ~~with income~~designations ~~taxes.~~face ~~The~~unique ~~Company’s~~provincial ~~tax~~tracking. ~~years~~For ~~generally~~instance, ~~remain~~our ~~open~~initial tocommercial ~~examination~~training ~~for~~facility ~~all~~located ~~federal~~at ~~and~~4057 ~~state~~Albert ~~tax~~Street ~~matters~~in ~~until~~Regina, ~~its~~Saskatchewan ~~net~~must ~~operating loss~~operate ~~carryforwards~~in ~~are~~alignment ~~utilized~~with ~~and~~localized ~~the~~provincial ~~applicable~~workplace ~~statutes~~safety ofand ~~limitation~~professional ~~have~~service ~~expired~~guidelines. ~~The~~If ~~federal~~Canadian ~~and state tax~~ authorities ~~can~~implement ~~generally reduce~~mandatory aregistration ~~net~~rules ~~operating~~that ~~loss~~reject ~~(but~~standard ~~not~~U.S.-sourced ~~create~~credentials, ~~taxable~~our ~~income)~~master ~~for~~territory amonetization ~~period~~schedule ~~outside~~will ~~the~~face ~~statute~~costly ~~of limitations in order to determine the correct amount of net operating loss which may be allowed as a deduction against income for a period within the statute of limitations~~friction.

FOur capability to maintain a high-14growth franchise profile depends on the seamless acquisition of qualified personal training professionals across all active regions. If changing occupational licensing laws restrict trainers from operating our automated machinery, or if the cost of keeping local center staff compliant scales excessively, unit-level profitability will drop, causing prospective operators to reject our territory offerings and freezing our master expansion pipeline.

~~MEDICAL EXERCISE INC.~~50

~~NOTES~~Risks Associated TOwith ~~FINANCIAL~~Our ~~STATEMENTS~~Common Stock

~~MARCH~~There is 31no active trading market for our common stock and if a market for our common stock does not develop, ~~2025~~our ~~AND~~investors ~~2024~~will be unable to sell their shares.

~~The~~There is ~~Company~~currently ~~recognizes~~no ~~interest~~active trading market for our common stock and ~~penalties related~~such a market may not develop or be sustained. We currently plan to ~~unrecognized~~apply to ~~tax~~have ~~benefits~~our common stock quoted on the OTC Markets OTCQB. However, we cannot provide our investors with any assurance that our common stock will be traded on the OTC Markets OTCQB or, if ~~incurred~~traded, asthat a ~~component~~public market will materialize. If our common stock is not quoted on the OTC Markets OTCQB or if a public market for our common stock does not develop, then investors may not be able to resell the shares of ~~income~~our ~~tax~~common ~~expense~~stock that they have purchased and may lose all of heir investment. If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time-to-time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies, which may materially adversely affect the market price of our common stock.

~~The~~Because we ~~significant~~do ~~elements~~not ~~contributing~~intend to ~~the~~pay ~~difference between~~any ~~income~~dividends ~~taxes~~on atour ~~the~~common ~~effective~~shares, ~~United~~investors ~~States~~seeking ~~federal~~dividend ~~statutory~~income ~~tax~~or ~~rate~~liquidity ofshould ~~21%~~not ~~and~~purchase ~~the~~shares in ~~Company’s~~this ~~effective tax rate are as follows:~~offering.

				For the
				Period from
				September 21,
				2023
	For the			(Inception)
	Year Ended			Through
	March 31, 2025			March 31, 2024
Income taxes expense (benefit) at the US federal statutory rate		(21.0	)%		(21.0	)%
State tax rate, net of federal benefit		(4.3	)%		(4.3	)%
Other		0.1	%		0.3	%
Change in valuation allowance		25.2	%		25.0	%
Income tax provision (benefit)		-	%		-	%

We do not currently anticipate declaring and paying dividends to our shareholders in the near future. It is our current intention to apply net earnings, if any, in the foreseeable future to increasing our working capital. Prospective investors seeking or needing dividend income or liquidity should, therefore, not purchase our common stock. We currently have no revenues and a history of losses, so there can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of our shares, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors, who currently do not intend to pay any dividends on our common shares for the foreseeable future.

~~NOTE~~Trading of 10our ~~— CONCENTRATIONS~~stock may be restricted by the SEC’s penny stock regulations which may limit the development of a liquid public market for our stock and may limit a stockholder’s ability to buy and sell our stock.

~~Concentration~~The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of ~~Revenues~~less than $5.00 per share, subject to certain exceptions. If we develop a public market for our shares, our shares would be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. These additional requirements may have the effect of limiting the development of a public trading market, reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect our ability to develop a public trading market for our shares and may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and may limit the marketability of our common stock.

~~For the year ended March 31, 2025 and for the~~FINRA ~~period~~Rule ~~from~~2111 ~~September~~suitability ~~21,~~requirements ~~2023~~may ~~(inception)~~also ~~through~~limit ~~March~~a ~~31,~~stockholder’s ~~2024,~~ability ~~the~~to ~~following~~buy ~~customers~~and ~~accounted~~sell ~~for~~our ~~10% or more of the Company’s revenues~~stock.

				For the
				Period from
				September 21,
				2023
	For the			(Inception)
	Year Ended			Through
	March 31, 2025			March 31, 2024
Customer 1		47.8	%		-
Customer 2		46.5	%		28.6	%
Customer 3		-			26.5	%
Customer 4		-			23.8	%
Customer 5		-			14.8	%
Totals		94.3	%		93.7	%

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, FINRA has adopted Rule 2111 that require that in recommending an investment to a customer, a broker-dealer must have a reasonable basis for believing that the investment is suitable for that customer.

~~NOTE 11 — RELATED PARTY TRANSACTIONS~~51

~~On September 23, 2023, the Company issued 11,700,000~~Legal ~~shares of common stock to a related party (the initial shareholder) to acquire equipment including two lumbar machines having an aggregate value of $60,000 (See Note 4~~ and ~~Note~~Regulatory ~~8).~~Risks

~~During~~We are ~~the~~subject ~~year~~to ~~ended~~laws ~~March~~of ~~31, 2025 and for~~ the ~~period~~ ~~from~~United ~~September~~States ~~21,~~and ~~2013~~foreign ~~(inception)~~jurisdictions ~~through~~relating ~~March~~to ~~31,~~individually ~~2024,~~identifiable ~~the~~information ~~Company~~and ~~received~~personal ~~advances of $170~~health information,~~505~~ and ~~$65,308~~failure ~~from~~to ~~and~~comply ~~made repayments~~with ofthose ~~$0 and $4~~laws,~~065,~~ ~~respectively,~~whether toor ~~the~~not ~~Company’s~~inadvertent, ~~Chief~~could ~~Executive~~subject ~~Officer.~~us Into ~~addition,~~legal ~~during~~actions ~~the~~and ~~period~~could ~~from September~~materially ~~21,~~adversely ~~2013~~affect ~~(inception)~~our ~~through March 31~~business, ~~2024~~financial ~~the~~condition ~~officer~~and ~~paid~~results ~~$47,800 on behalf~~ of ~~the Company to acquire equipment (See Note 4 and Note 6)~~operations.

OnOur digital ~~November~~platforms 1will receive, ~~2023~~process, ~~the~~transmit ~~Company~~and ~~entered~~store ~~into~~personal health information relating to identifiable individuals. Consumer ademand ~~54-month~~for ~~operating~~personalized ~~lease~~experiences, ~~with~~through amobile ~~significant~~applications, ~~shareholder~~and ofour ~~the~~strategy ~~Company~~to ~~for~~focus ~~office~~on ~~space~~digital health solutions for aour ~~base~~products may ~~rent~~increase the volume of ~~$1,360~~identifiable ~~commencing~~individual ~~January~~information we receive on our platforms and through our products. We will also receive, 1process, ~~2024~~transmit and store information relating to identifiable individuals in our capacity as an employer. As a result, we may be subject to United States (~~See~~both ~~Note~~federal 7and state) and foreign jurisdiction laws and regulations designed to protect both individually identifiable information and personal health information, including HIPAA and its regulations, and the GDPR. The GDPR includes, and a growing number of legislative and regulatory bodies elsewhere in the world have adopted, consumer notification requirements in the event of unauthorized access to or acquisition of certain types of personal data. These breach notification laws continue to evolve and include jurisdiction-specific obligations. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any incident that compromises personal data.

~~NOTE~~These and 12other ~~— SUBSEQUENT~~related ~~EVENTS~~laws have been subject to frequent changes, and new legislation in this area may be enacted at any time. Changes to existing laws, introduction of new laws in this area or failure to comply with existing laws that are applicable to us may subject us to, among other things, additional costs or changes to our business practices, liability for monetary damages, fines and/or criminal prosecution, unfavourable publicity, restrictions on our ability to obtain and process information and allegations by our customers and consumers that we have not performed our contractual obligations, any of which could materially adversely affect our business, financial condition and results of operations.

~~From May 2, 2025 through May 14, 2025, the Company~~Trademark ~~sold an aggregate of 105~~infringement,~~000~~ ~~shares~~patent ofinfringement ~~common~~or ~~stock~~other ~~for~~intellectual ~~aggregate~~property ~~proceeds~~claims ofrelating ~~$10,500,~~to orour ~~$0.10~~products ~~per~~could ~~share,~~increase ~~resulting~~our ~~in net proceeds of $10,500~~costs.

~~F-15~~Our industry is susceptible to litigation regarding trademark and patent infringement and other intellectual property rights. We could become a plaintiff or defendant in litigation involving trademark or patent infringement claims. The prosecution or defense of intellectual property litigation is both costly and disruptive of the time and resources of our management, regardless of the claim’s merit. We could also be required to pay substantial damages or settlement costs to resolve intellectual property litigation or related matters.

We ~~NONE~~ may not be able to successfully acquire intellectual property ~~0002001249~~rights, ~~false FY 0 0002001249 2024-04-01 2025-03-31~~protect ~~0002001249 2025-06-27~~existing ~~0002001249 2024-09-30~~rights, ~~0002001249 2025-03-31~~or ~~0002001249 2024-03-31~~potentially ~~0002001249 us-gaap:RelatedPartyMember 2025-03-31~~prevent ~~0002001249 us-gaap:RelatedPartyMember 2024-03-31~~others ~~0002001249 2023-09-21 2024-03-31~~from claiming ~~0002001249 us-gaap:CommonStockMember 2023-09-21~~that ~~0002001249 us-gaap:ReceivablesFromStockholderMember 2023-09-21~~we ~~0002001249 us-gaap:RetainedEarningsMember 2023-09-21~~have ~~0002001249 2023-09-21~~violated ~~0002001249 us-gaap:CommonStockMember 2023-09-22 2024-03-31~~their ~~0002001249 us-gaap:ReceivablesFromStockholderMember 2023-09-22 2024-03-31~~proprietary ~~0002001249 us-gaap:RetainedEarningsMember 2023-09-22 2024-03-31~~rights. ~~0002001249 2023-09-22 2024-03-31~~We ~~0002001249 us-gaap:CommonStockMember 2024-03-31~~could ~~0002001249 us-gaap:ReceivablesFromStockholderMember 2024-03-31~~incur ~~0002001249 us-gaap:RetainedEarningsMember 2024-03-31~~substantial ~~0002001249 us-gaap:CommonStockMember 2024-04-01 2025-03-31~~costs ~~0002001249 us-gaap:ReceivablesFromStockholderMember 2024-04-01 2025-03-31~~in ~~0002001249 us-gaap:RetainedEarningsMember 2024-04-01 2025-03-31~~defending ~~0002001249 us-gaap:CommonStockMember 2025-03-31~~against ~~0002001249 us-gaap:ReceivablesFromStockholderMember 2025-03-31~~such ~~0002001249 us-gaap:RetainedEarningsMember 2025-03-31~~claims ~~0002001249 2023-09-20~~even ~~0002001249 2025-01-01 2025-03-31~~if ~~0002001249 srt:MinimumMember us-gaap:MachineryAndEquipmentMember 2025-03-31~~they ~~0002001249 srt:MaximumMember us-gaap:MachineryAndEquipmentMember 2025-03-31~~are without ~~0002001249 us-gaap:LeaseholdImprovementsMember 2025-03-31~~basis, ~~0002001249 2024-06-30 2024-06-30~~and ~~0002001249 us-gaap:MachineryAndEquipmentMember 2023-09-23 2023-09-23~~we ~~0002001249 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We could be subject to periodic litigation, product liability risk and other regulatory proceedings, which could result in unexpected expense of time and resources.

From time to time, we may be a defendant in lawsuits and regulatory actions relating to our business or the former operations. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such proceedings. An unfavourable outcome could have a material adverse effect on our business, financial condition and results of operations. In addition, any significant litigation in the future, regardless of its merits, could divert management’s attention from our operations and may result in substantial legal costs

Our business is exposed to potential false advertising and other related claims, which could adversely affect our financial condition and performance.

The nature of our business involves a risk of exposure under U.S. (both federal and state) laws and regulations related to false advertising. A false advertising claim or related judgment against us could result in substantial and unexpected expenditures, affect consumer or customer confidence in our products and services, and divert management’s time and attention from other responsibilities. Although we intend to maintain product and general liability insurance, there can be no assurance that the type or level of coverage we have is adequate (or will apply to the claim at hand) or that we will be able to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost, if at all. A false advertising or other judgment against us and related negative publicity could have a material adverse effect on our reputation, results of operations and financial condition.

Government regulatory actions could disrupt our marketing efforts and product sales.

U.S. federal, state and local governmental authorities, including the Federal Trade Commission, the Consumer Product Safety Commission, and the Consumer Financial Protection Bureau, regulate our product and marketing efforts. Our revenue and profitability could be significantly harmed if any of these authorities commence a regulatory enforcement action that interrupts our marketing efforts, results in a product recall or negative publicity, or requires changes in product design or marketing materials.

Failure or inability to protect our intellectual property could significantly harm our competitive position.

Protecting our intellectual property is and will be an essential factor in maintaining our competitive position in the wellness and health span industry. Failure to maximize or to successfully assert our intellectual property rights could impact our competitiveness. We will rely on trademark, trade secret, patent and copyright laws to protect our intellectual property rights. Many factors bear upon the exclusive ownership and right to exploit intellectual properties, including, without limitation, prior rights of third parties and non-use and/or nonenforcement by us and/or related entities. While we make efforts to develop and protect our intellectual property, the validity, enforceability and commercial value of our intellectual property rights may be reduced or eliminated. We cannot be sure that our intellectual property rights will be maximized or that they can be successfully asserted. There is a risk that we will not be able to obtain and perfect our own intellectual property rights or, where appropriate, license intellectual property rights necessary to compete successfully within the marketplace for our products. We cannot be sure that these rights, if obtained, will not be invalidated, circumvented or challenged in the future. If we do not, or are unable to, adequately protect our intellectual property, then we may face difficulty in differentiating our products from those of our competitors and our business, operating results and financial condition may be adversely affected.

Risks Related to Our Financial Condition

There is substantial doubt about our ability to continue as a going concern.

Our auditor’s report on our financial statements includes an explanatory paragraph that substantial doubt exists as to whether we can continue as an ongoing business. Since our Officers may be unwilling or unable to loan or advance additional capital to us, we believe that if we do not raise additional capital within 12 months of the effective date of this annual report, we may be required to suspend or cease the implementation of our business plans. You may be investing in a Company that will not have the funds necessary to continue to deploy its business strategies. See “Audited Financial Statements – Report of Independent Registered Accounting Firm.”

As the Company has substantial doubt as to whether the Company can continue as a going concern, it may be more difficult for the Company to attract investors.

We are a development stage company. the company anticipates operating expenses will increase, and we may never achieve profitability.

The Company anticipates increases in its operating expenses, without realizing increased revenues. Within the next 12 months, these increases in expenses will be attributed to the cost of (i) start-up costs, (ii) website development, (iii) advertising, (iv) legal and accounting fees at various stages of operation, (v) hiring employees.

In funding its planned expansion as well as the design and development of its website and marketing program, the Company will incur significant financial losses in the foreseeable future. There is no history upon which to base any assumption as to the likelihood that the Company will prove successful. We cannot provide investors with any assurance that our marketing program will be successful or that we will be able to grow the business of Medical Exercise Inc. If we are unable to address these risks, there is a high probability that our business will fail, which will result in the loss of your entire investment.

Failure to raise additional capital to fund future operations could harm our business and results of operations.

Our current operating funds are not adequate for corporate existence over the next twelve months. We will require significant capital over the next twelve months, for the implementation of our marketing program. If we are not successful in maintaining and growing the business, we may require additional financing to sustain business operations. The Company’s cash balance as of March 31, 2025, and March 31, 2026, was $450 and $43,449 respectively. We will require additional financing in order to maintain its corporate existence and to implement our business plans and strategy. Currently, we do not have any arrangements for financing and can provide no assurance to investors that we will be able to obtain financing when required. No assurance can be given that the Company will obtain access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business strategies, will be available on acceptable terms. The inability of the Company to gain access to capital markets or obtain acceptable financing could have an adverse effect upon the results of its operations and upon its financial conditions.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity

Risk Management and Strategy

We have developed and are actively implementing processes for the assessment, identification, and management of material risks originating from cybersecurity threats. These processes are designed to safeguard our business operations, digital infrastructure, proprietary business concepts, and sensitive stakeholder information.

Our information security assessment processes are integrated into our broader corporate enterprise risk management framework. On an ongoing basis, our management team evaluates operational vulnerabilities, monitors user and system permissions, and updates threat defense configurations. As part of our risk management strategy:

●

Third-Party Risk Management: We evaluate and oversee risks associated with our use of external service providers and third-party infrastructure. We utilize a selection and monitoring process to evaluate the basic security standards of critical suppliers and data platforms prior to engagement.

●

Consultants and Advisors: From time to time, we may engage specialized third-party cybersecurity assessors, consultants, or technical auditors to evaluate our system defenses, validate our control mechanisms, or provide strategic guidance on digital threat landscapes.

●

Material Incident Impact: To date, risks from cybersecurity threats - including any historical, minor technical disruptions - have not materially affected, and are not reasonably likely to materially affect, our business strategy, operational results, or financial condition.

Governance

Our Board of Directors maintains ultimate oversight over risks stemming from cybersecurity threats. The Board assesses our digital threat profile and monitors management’s risk mitigation performance directly, as well as via regular executive briefings.

Management is responsible for the day-to-day identification, assessment, mitigation, and reporting of operational cybersecurity threats. Our senior leadership team, including executive officers responsible for corporate operations and information architecture, possesses relevant corporate expertise in managing information technology risk, overseeing complex enterprise software configurations, and building secure service infrastructure.

Management monitors internal security activities through ongoing testing and keeps the Board informed of significant technical updates, security enhancements, and industry risk vectors during periodic operational reviews.

Item 2. Properties.

We do not own any real estate or other properties. The Company’s principal executive offices are located at 4057 Albert Street, Regina, Saskatchewan, Canada, S4S 3R8 and our registered office is located at 7901 4th St N, Suite 300, St. Petersburg, Florida, 33702. Our telephone number is (561) 772-3853.

Item 3. Legal Proceedings.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our Directors, Officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

As of June 29, 2026, the Company had sixty-three (63) active shareholders of record. The company has not paid cash dividends and has no outstanding options.

Item 6. [Reserved]

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with the “Summary Statements of Operations Data” and our financial statements and the notes to those statements appearing elsewhere in this annual report. This discussion and analysis contains forward-looking statements reflecting our management’s current expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of events may differ materially from those described in or implied by these forward-looking statements due to several factors, including those discussed below and elsewhere in this annual report particularly on page 28 entitled “Risk Factors”.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

Going Concern

We have financed operations primarily through the sale of equity securities and short-term debt. Until revenues are sufficient to meet our needs, we will continue to attempt to secure financing through equity or debt securities. We continue to incur negative cash flows from operating activities and net losses. We had minimal cash, negative working capital, and negative total equity as at March 31, 2026. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements included in this prospectus do not include any adjustments that might result from the outcome of this uncertainty.

For us to eliminate substantial doubt about our ability to continue as a going concern, we must achieve profitability, generate positive cash flows from operating activities and obtain the necessary debt or equity funding to meet our projected capital investment requirements. Our management’s plans with respect to this uncertainty consist of raising additional capital by issuing debt or equity securities and increasing the sales of our products and services. There can be no assurance, however, that we will be able to raise sufficient additional capital or that revenues will increase rapidly enough to offset operating losses. If we are unable to increase revenues or obtain additional financing, we will be unable to continue the development of our products and services and may have to cease operations.

Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this prospectus.

Year Ended March 31, 2026 and 2025.

Revenues for the year ended March 31, 2026 and 2025 was $0 and $1,294, respectively, a decrease of $1,294, or 100%. The decrease in revenues in the current year resulted due to our decision to terminate our operating lease effective June 30, 2024.

Cost of revenues for the year ended March 31, 2026 and 2025 was $0 and $445, respectively, a decrease of $445, or 100%. The decrease in cost of revenues in the current year resulted due to our decision to terminate our operating lease effective June 30, 2024.

Compensation expense for the year ended March 31, 2026 and 2025 was $20,000 and $133,574, respectively, a decrease of $113,574, or 85%. Compensation expense decreased in the current year primarily due to no stock-based compensation being recognized for employees whereas the comparable period included $100,000 of stock-based compensation to the Company’s Chief Executive Officer as well as the elimination of wages to employees in the current year that resulted from our decision to terminate our operating lease effective June 30, 2024.

Advertising expense for the year ended March 31, 2026 and 2025 was $1,209 and $7,087, respectively, a decrease of $5,878, or 83%. Advertising expense decreased in the current year due to our decision to terminate our operating lease effective June 30, 2024.

Depreciation and amortization expense for the year ended March 31, 2026 and 2025 was $8,735 and $11,492, respectively, a decrease of $2,757, or 24%. Depreciation decreased in the current year primarily due to the sale of property and equipment in July 2025 and March 2026.

Impairment of property and equipment expense for the year ended March 31, 2026 and 2025 was $0 and $3,799, respectively, a decrease of $3,799, or 100%. No impairment was recognized in the current year whereas the comparable period included an impairment of property and equipment in June 2024.

Selling, general and administrative expenses for the year ended March 31, 2026 and 2025 was $192,419 and $176,271, respectively, an increase of $16,148, or 9%. Selling, general and administrative expenses increased in the current year primarily due to increased professional fees.

The net loss for the year ended March 31, 2026 and 2025 was ($226,708) and ($330,985), respectively, a decrease in the net loss of $104,277, or 32%. The net loss for the current year decreased primarily due to lower compensation expense, partially offset by higher professional fees.

Capital Resources and Liquidity

Net cash used in operating activities for the year ended March 31, 2026 and 2025 was $194,751 and $191,027, respectively, an increase of $3,724, and resulted primarily from a decrease in share-based compensation expense of $98,000 and a decrease in accounts payable and accrued expenses of $16,612, partially offset by a decrease in the net loss of $104,277.

Net cash provided by (used in) investing activities for the year ended March 31, 2026 and 2025 was $33,849 and ($5,685), respectively, a change of $39,534, and resulted from an increase in proceeds from the sale of property and equipment of $32,906 and decreases in purchases of property and equipment of $3,869 and intangible assets of $2,759.

Net cash provided by financing activities for the year ended March 31, 2026 and 2025 was $203,901 and $186,505, respectively, an increase of $17,396, and resulted primarily from an increase in proceeds from the sale of common shares of $93,000, partially offset by a decrease in net advances received from the Company’s directors of $65,121 and repayments of advances of $9,983 to the Chief Executive Officer.

As of March 31, 2026, we had $43,449 in cash and $244,837 in current liabilities resulting in a working capital deficit of $201,388

Off Balance Sheet Arrangements

None

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Long-Lived Assets

The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

Stock-Based Compensation Expense

Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model, which includes variables such as the expected volatility of the Company’s share price, the exercise behavior of its grantees, interest rates, and dividend yields. These variables are projected based on the Company’s historical data, experience, and other factors. In the case of awards with multiple vesting periods, the Company has elected to use the graded vesting attribution method, which recognizes compensation cost on a straight-line basis over each separately vesting portion of the award as if the award was, in substance, multiple awards.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide information required by this Item.

Item 8. Financial Statements and Supplementary Data.

See financial statements included in Item 15 “Exhibits, Financial Statement Schedules” of this annual report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Our independent registered public accounting firm is Salberg & Company, P.A. There have not been any changes in or disagreements with our accountants on accounting, financial disclosure or any other matter.

Item 9A. Controls and Procedures.

Within 90 days prior to the end of the period covered by this report the registrant carried out an evaluation of the effectiveness of the design and operation of disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This evaluation was done under the supervision and with the participation of registrants President and Principal Financial Officer. Based on that Evaluation he concluded that the registrant’s disclosure controls and procedures are not effective in gathering, analyzing and disclosing information needed to satisfy the registrant’s disclosure obligations under the Exchange Act due to the material weaknesses disclosed below.

There were no significant changes in the registrant’s disclosure control and procedure, in factors that could significantly affect those controls and procedures since their most recent evaluation.

Item 9A(T). Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition , use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.

As of March 31, 2026, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Chief Financial Officer in connection with the audit of our financial statements as of March 31, 2026, and communicated to our management.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company’s determination to its financial statements for the future years.

We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

There have been no significant changes in our internal controls over financial reporting that occurred during the year ended March 31, 2026, that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report in the Annual Report.

Item 9B. Other Information.

None

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons.

All Directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The Officers of our company are appointed by our board of Directors and hold office until their death, resignation or removal from office. Our Directors and executive Officers, their ages, positions held, and duration as such, are as follows:

Name	Position Held with our Company	Age	Date First Elected or Appointed
Matthew Degelman	President, Secretary, Treasurer and Director	30	September 21, 2023
Max Lemos	Vice President and Director	51	May 31, 2024

Business Experience

The following is a brief account of the education and business experience of each Director and Executive Officer during at least the past five years, indicating each person’s business experience, principal occupation during the period, and the name and principal business of the organization by which her was employed.

Matthew Degelman President, Secretary, Treasurer and Director

Mr. Degelman, 30, has been our President and a Director since inception of the corporation in 2023. From 2022 to 2023, Mr. Degelman was President and Director of MedX Fit Tech Inc. From 2014 to 2020, Mr. Degelman held various management positions at Degelman Industries in Regina, Canada.

Mr. Degelman holds a Bachelor of Administration degree from the University of Regina, Canada.

Max Lemos Vice President and Director

Mr. Lemos, 51, has been our Vice President since the inception of the corporation and a Director since May 2024. From 2005 to 2022, Mr. Lemos was Development Agent for Subway in Brazil. From 2023 to present, Mr. Lemos is a Subway Clinic multi-unit operator in the State of Rio de Janeiro, Brazil. From 2000 to 2003, Mr. Lemos was a Project Manager for a leading commercial construction company in Brazil.

Mr. Lemos holds a Bachelor of Science degree in Architecture and a Bachelor of Urban Planning degree from the University of Santa Ursula in Rio de Janeiro, Brazil.

Committees of the Board

We do not have a separate audit committee at this time. Our entire board of Directors acts as our audit committee.

Item 11. Executive Compensation.

Medical Exercise Inc. has made no provisions for paying cash or non-cash compensation to either of its two Officers and Directors. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.

The table below summarizes all compensation awarded to, earned by, or paid to our named Executive Officers and Directors for all services rendered in all capacities to us for their appointment for the period ended March 31, 2026.

			Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-qualified Deferred Compen-sation Earnings		All Other Compensation		Total
Name and Principal Position	Year		($)		($)		($)		($)		($)		($)		($)		($)
Matthew Degelman – President, Secretary,		2025		-		-	$	100,000		-		-		-		12,000		112,000
Treasurer,and Director		2026		-		-		-		-		-		-		16,000		16,000

Max Lemos – Vice-President		2025		-		-		-		-		-		-		3,000		3,000
and Director		2026		-		-		-		-		-		-		4,000		4,000

There are no other stock option plans, retirement, pension, or profit-sharing plans for the benefit of our Officers and Directors other than as described herein.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information as of March 31, 2026 with respect to the holdings of: (1) each person known to us to be the beneficial owner of more than 5% of our Common Stock; (2) each of our Directors, nominees for Director and named Executive Officers; and (3) all Directors and Executive Officers as a group. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, at the address of 7901 4th St N, Suite 300, St Petersburg, Florida, 33702.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership			Percentage of Class(1)
Matthew Degelman	Common Stock		9,000,000	Direct		67.5	%
Max Lemos	Common Stock		1,000,000	Direct		7.5	%
Directors and Executive Officers (2-as a group)	Common Stock		10,000,000			75.0	%

Based on 13,327,000 shares of our common stock outstanding as of the date hereof.

Description of Common Stock

We are currently authorized to issue up to 100,000,000 shares of capital stock consisting of: 100,000,000 shares of common stock, no par value. As of March 31, 2026, 13,327,000 shares of common stock were issued and outstanding.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Currently, there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated, we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view.

Item 14. Principal Accounting Fees and Services.

The following table sets forth the aggregate fees billed by Salberg & Company, P.A. for the years ended March 31:

	2026		2025
Audit Fees	$	68,000	$	65,000
Audit Related Fees	$	-	$	15,000
Tax Fees	$	-	$	-
All Other Fees	$	-	$	-
Total	$	68,000	$	80,000

PART IV

Item 15. Exhibits and Financial Statement Schedules.

The following documents are filed as part of this Annual Report on Form 10-K:

Financial Statements

Our financial statements and the Report of Independent Registered Public Accounting Firm are included herein on page F-1.

Financial Statement Schedules:

The financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial statements and notes thereto on page F-1

INDEX TO EXHIBITS

Exhibit No.		Document Description
3.1*		Articles of Incorporation
3.2*		Bylaws
4.0		Description of Securities
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Previously Filed

Item 16. Form 10-K Summary.

None

SIGNATURES

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

Medical Exercise Inc.

June 29, 2026	By:	/s/ Matthew Degelman
		Matthew Degelman
		President

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

Signature	Title	Date

/s/ Matthew Degelman	President	June 29, 2026
Matthew Degelman	(Principal Executive Officer and Principal Accounting Officer)

/s/ Max Magalhaes Lemos	Vice-President	June 29, 2026
Max Magalhaes Lemos

MEDICAL EXERCISE INC.

FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm (PCAOB #106)	F-2

Balance Sheets as of March 31, 2026 and 2025	F-3

Statements of Operations for the Years Ended March 31, 2026 and 2025	F-4

Statements of Changes in Stockholders' Deficit for the Years Ended March 31, 2026 and 2025	F-5

Statements of Cash Flows for the Years Ended March 31, 2026 and 2025	F-6

Notes to Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of:

Medical Exercise, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Medical Exercise, Inc. (the “Company”) as of March 31, 2026 and 2025, the related statements of operations, changes in stockholders’ deficit and cash flows for each of the two years in the period ended March 31, 2026, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had a net loss and cash used in operations of $226,708 and $194,751 for the year ended March 31, 2026, and a working capital deficit, accumulated deficit, and stockholders’ deficit of $201,388, $705,707 and $183,507 respectively, at March 31, 2026. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

We have served as the Company’s auditor since 2024

Boca Raton, Florida

June 26, 2026

2295 NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-7326

Phone: (561) 995-8270 ● Toll Free: (866) CPA-8500 ● Fax: (561) 995-1920

www.salbergco.com ● [email protected]

Member National Association of Certified Valuation Analysts ● Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide ● Member AICPA Center for Audit Quality

F-2

MEDICAL EXERCISE INC.

BALANCE SHEETS

	March 31,
	2026			2025

Assets

Current assets:
Cash	$	43,449		$	450
Total current assets		43,449			450

Property and equipment, net - held for sale		15,924			59,903
Intangible assets, net		1,957			4,908
Total assets	$	61,330		$	65,261

Liabilities and Stockholders' Deficit

Current liabilities:
Accounts payable and accrued expenses	$	63,234		$	46,358
Advances payable - related parties		174,949			79,548
Contract liabilities		5,929			5,929
Sales tax payable		725			725
Total current liabilities		244,837			132,560

Commitments and contingencies - See Note 7

Stockholders' deficit:

Common stock, no par value; 100,000,000 shares authorized; 13,327,000 and 12,222,000 shares issued and outstanding, respectively		522,700			412,200
Subscription receivable (5,000 shares)		(500	)		(500	)
Accumulated deficit		(705,707	)		(478,999	)
Total stockholders' deficit		(183,507	)		(67,299	)
Total liabilities and stockholders' deficit	$	61,330		$	65,261

The accompanying notes are an integral part of the financial statements.

F-3

MEDICAL EXERCISE INC.

STATEMENTS OF OPERATIONS

	For the Year Ended
	March 31,
	2026		2025

Revenues	$	-	$	1,294

Cost of revenues		-		445

Operating profit		-		849

Operating expenses:
Compensation expense		20,000		133,574
Advertising		1,209		7,087
Depreciation and amortization		8,735		11,492
Impairment of property and equipment		-		3,799
Selling, general and administrative expenses		192,419		176,271
Total operating expenses

Filing Compare · MEDICAL EXERCISE INC.