UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
For the quarterly period ended December 31, 2025
☐	TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission file number: 000-55681

MEDWELLAI, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

82-1725385

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

2380 Drew Street, Suite 3, Clearwater, Florida 33765

(Address of principal executive offices) (Zip Code)

(813) 384-8480

(Registrant’s Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value per share

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

Indicate by check mark whether the registrant (1) has filed all reports required 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 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☐.

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

As of ~~November~~February 1020, ~~2025~~2026, the registrant had 6,236,580 shares of its common stock, $0.001 par value, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I: FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1113
Item 4.	Controls and Procedures	1113
PART II: OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	15
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	15
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	13
Item 3.	Defaults upon Senior Securities	15
Item 3.	Defaults upon Senior Securities	13
Item 4.	Mine Safety Disclosures	15
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	15
Item 5.	Other Information	13
Item 6.	Exhibits	16
Item 6.	Exhibits	14
SIGNATURES		17
SIGNATURES		15

Table of Contents

PART I – FINANCIAL INFORMATION

INDEX TO FINANCIAL STATEMENTS

	Page	~~Page~~
Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and June 30, 2025		F-2
Condensed Consolidated Balance Sheets as of December 31, 2025 (unaudited) and June 30, 2025	F-2
Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2025 and 2024 (unaudited)		F-3
Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2025 and 2024 (unaudited)	F-3
Condensed Consolidated Statement of Stockholders’ Equity (Deficit) for the Three Months Ended September 30, 2025 and 2024 (unaudited)		F-4
Condensed Consolidated Statement of Stockholders’ Equity (Deficit) for the Three and Six Months Ended December 31, 2025 and 2024 (unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for Three Months Ended September 30, 2025 and 2024 (unaudited)		F-5
Condensed Consolidated Statements of Cash Flows for Six Months Ended December 31, 2025 and 2024 (unaudited)	F-5
Notes to Condensed Consolidated Financial Statements as of September 30, 2025 (unaudited)		F-6
Notes to Condensed Consolidated Financial Statements as of December 31, 2025 (unaudited)	F-6

F-1

Table of Contents

MedWellAI, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
	September 30,			June 30,
	December 31,			June 30,
	2025			2025
	(Unaudited)
ASSETS
Current assets:
Cash	$	~~223~~137,~~221~~503		$	401,310
Receivables		-			287
Prepaid expenses and other current assets		129,~~200~~075			10,956
Deposits, Current		617,~~000~~632			6,000
Current assets held for sale		220			220
Total current assets		~~241~~164,~~641~~430			418,773
Other assets:
Property and equipment, net		4745,~~008~~124			42,069
Intangible assets, net		4539,~~492~~555			51,430
Operating lease right-of-use assets		9086,~~731~~779			95,509
Deposits, noncurrent		125,000			125,000
Other assets held for sale		-			72,719
Total other assets		~~308~~296,~~231~~458			386,727
TOTAL ASSETS	$	~~549~~460,~~872~~888		$	805,500
LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	~~102~~77,~~714~~856		$	123,620
Accrued expenses		7689,~~146~~840			62,837
Deferred revenue		-15,688			203
Accrued preferred stock dividends		-			2,133,081
Operating lease liability, current		2730,~~500~~900			26,750
Due to related party		~~328~~463,~~007~~882			209,419
Notes payable in default, net of debt discount		500,000			500,000
Series C convertible preferred stock, $0.01 par value, 6,500 shares authorized, 6,500 shares issued and outstanding as of September 30, 2025		6,500,000			-
Series C convertible preferred stock, $0.01 par value, 6,500 shares authorized, 6,500 shares issued and outstanding as of December 31, 2025		6,500,000			-
Current liabilities held for sale		-			-
Total current liabilities		7,~~534~~678,~~367~~166			3,055,910
Long Term Liabilities
Sub-lease security deposit		7,500			7,500
Operating lease liability, long-term		7266,~~797~~746			77,525
Long term liabilities held for sale		-			-
Total Liabilities		7,~~614~~752,~~664~~412			3,140,935
Mezzanine:
Series C preferred stock, $0.01 par value, 3,000 shares authorized, 1,125 shares issued and outstanding as of June 30, 2025		-			1,125,000
Series D preferred stock, $0.01 par value, 4,000 shares authorized, 3,000 shares issued and outstanding as of June 30, 2025		-			3,000,000
Commitments and contingencies		-			-
Stockholders' equity (deficit):
Series A preferred stock, $0.001 par value, 1,000,000 shares authorized, 500,000 shares issued and outstanding as of September 30, 2025 and June 30, 2025		500			500
Series A preferred stock, $0.001 par value, 1,000,000 shares authorized, 500,000 shares issued and outstanding as of December 31, 2025 and June 30, 2025		500			500
Series B preferred stock, $0.001 par value, 1,000,000 shares authorized, 130,000 shares issued and outstanding as of September 30, 2025 and June 30, 2025		130			130
Series B preferred stock, $0.001 par value, 1,000,000 shares authorized, 130,000 shares issued and outstanding as of December 31, 2025 and June 30, 2025		130			130
Common stock payable		2675,~~250~~500			26,250
Common stock, 0.001 par value, 300,000,000 shares authorized, 6,236,580 and 6,186,580 shares issued and outstanding as of September 30, 2025 and June 30, 2025, respectively		6,183			6,183
Common stock, $0.001 par value, 300,000,000 shares authorized, 6,236,580 and 6,186,580 shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively		6,233			6,183
Additional paid in capital		82,~~065~~077,~~468~~053			82,016,218
Accumulated deficit		(89,~~325~~613,~~758~~277	)		(88,673,880	)
Total Stockholders' deficit of MedWellAI, Inc. and Subsidiaries		(7,~~227~~453,~~227~~861	)		(6,624,599	)
Noncontrolling interest		162,~~435~~337			164,164
Total stockholders' deficit		(7,~~064~~291,~~792~~524	)		(6,460,435	)
Total liabilities, mezzanine and stockholders' deficit	$	~~549~~460,~~872~~888		$	805,500
The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

Table of Contents

MedWellAI, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months Ended September 30,
	Three Months Ended December 31,						Six Months Ended December 31,
	2025			2024			2025			2024
Revenue:
Commissions	$	942,~~887~~623		$	-133,272		$	2,702		$	133,272
Online sales, net		~~1,207~~394			19,~~148~~589			1,601			10,737
Total revenue		96,094			1,148
Product sales, net		522,798			-			1,026,503			-
Costs and expenses:
Rental income		22,500			-			45,000			-
Cost of revenues - online products		-			388
Total revenue		548,315			142,861			1,075,806			144,009
Selling and marketing		18,324			-
Costs and expenses:
General and administrative		395,497			335,214
Cost of revenues - online products		-			3,415			-			3,803
Depreciation and amortization		8,307			2,792
Cost of revenues - product sales		394,706			-			790,770			-
Change in fair value of digital assets		-			(19,538	)
Cost of revenues - rent		8,725			-			16,275			-
Realized (gain) loss on sale/purchase of digital assets		-			271,276
Selling and marketing		250			-			18,574			-
Total operating expenses		422,128			590,132
General and administrative		410,051			625,199			833,331			960,413
Income (loss) from operations		(326,034	)		(588,984	)
Depreciation and amortization		8,571			10,448			16,878			13,240
Other income (expense):
Change in fair value of digital assets		-			28,336			-			8,798
Interest expense		(12,936	)		(13,060	)
Realized (gain) loss on sale/purchase of digital assets		-			(209,441	)		-			61,835
Loss on settlement of payables		-			(56,887	)
Total operating expenses		822,303			457,957			1,675,828			1,048,089
Loss on exchange of Series C & D preferred shares		(241,918	)		-
Income (loss) from operations		(273,988	)		(315,096	)		(600,022	)		(904,080	)
Total other income (expense)		(254,854	)		(69,947	)
Other income (expense):
Income (loss) from continued operations before income taxes		(580,888	)		(658,931	)
Interest expense		(13,629	)		(12,998	)		(26,565	)		(26,058	)
Provision for income taxes		-			-
Loss on settlement of payables		-			-			-			(56,887	)
Net income (loss) from continued operations		(580,888	)		(658,931	)
Loss on exchange of Series C & D preferred shares		-			-			(241,918	)		-
Net income (loss) from discontinued operations		(72,719	)		(584,318	)
Total other income (expense)		(13,629	)		(12,998	)		(268,483	)		(82,945	)
Net income (loss)		(653,607	)		(1,243,249	)
Income (loss) from continued operations before income taxes		(287,617	)		(328,094	)		(868,505	)		(987,025	)
Net income (loss) attributable to noncontrolling interest		(1,729	)		(27,202	)
Provision for income taxes		-			-			-			-
Net income (loss) attributable to MedWellAI, Inc.		(651,878	)		(1,216,047	)
Net income (loss) from continued operations		(287,617	)		(328,094	)		(868,505	)		(987,025	)
Dividends on Preferred Stock		-			-
Net income (loss) from discontinued operations		-			(401,566	)		(72,719	)		(985,884	)
Net income (loss) attributable to shareholders	$	(651,878	)	$	(1,216,047	)
Net income (loss)		(287,617	)		(729,660	)		(941,224	)		(1,972,909	)
Continuing operations:
Net income (loss) attributable to noncontrolling interest		(98	)		(55,749	)		(1,827	)		(82,951	)
Net income (loss) per common share attributable to shareholders, basic	$	(0.09	)	$	(0.13	)
Net income (loss) attributable to MedWellAI, Inc.		(287,519	)		(673,911	)		(939,397	)		(1,889,958	)
Net income (loss) per common share attributable to shareholders, diluted	$	(0.09	)	$	(0.13	)
Dividends on Preferred Stock		-			-			-			-
Weighted average number of common shares outstanding, basic		6,186,580			5,077,156
Net income (loss) attributable to shareholders	$	(287,519	)	$	(673,911	)	$	(939,397	)	$	(1,889,958	)
Weighted average number of common shares outstanding, diluted		6,186,580			5,077,156
Continuing operations:
Discontinuing operations:
Net income (loss) per common share attributable to shareholders, basic	$	(0.05	)	$	(0.06	)	$	(0.14	)	$	(0.17	)
Net income (loss) per common share attributable to shareholders, basic	$	(0.01	)	$	(0.12	)
Net income (loss) per common share attributable to shareholders, diluted	$	(0.05	)	$	(0.06	)	$	(0.14	)	$	(0.17	)
Net income (loss) per common share attributable to shareholders, diluted	$	(0.01	)	$	(0.12	)
Weighted average number of common shares outstanding, basic		6,278,428			5,317,287			6,232,504			5,200,482
Weighted average number of common shares outstanding, basic		6,186,580			5,077,156
Weighted average number of common shares outstanding, diluted		6,278,428			5,317,287			6,232,504			5,200,482
Weighted average number of common shares outstanding, diluted		6,186,580			5,077,156
Discontinuing operations:
The accompanying notes are an integral part of these condensed consolidated financial statements.
Net income (loss) per common share attributable to shareholders, basic	$	-		$	(0.08	)	$	(0.01	)	$	(0.19	)
Net income (loss) per common share attributable to shareholders, diluted	$	-		$	(0.08	)	$	(0.01	)	$	(0.19	)
Weighted average number of common shares outstanding, basic		6,278,428			5,317,287			6,232,504			5,200,482
Weighted average number of common shares outstanding, diluted		6,278,428			5,317,287			6,232,504			5,200,482
The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

Table of Contents

MedWellAI, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
THREE AND SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Unaudited)
	Series C						Series D						Series A				Series B				Common							Additional
																															Healthy Lifestyles
	Preferred Stock						Preferred Stock						Preferred Stock				Preferred Stock				Stock			Common Stock				Paid in			Accumulated			Noncontrolling
	Series C						Series D						Series A				Series B				Common							Additional			Additional
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Payable			Shares		Amount		Capital			Deficit			Interest			Total
	Preferred Stock						Preferred Stock						Preferred Stock				Preferred Stock				Stock			Common Stock				Paid in			Paid in			Accumulated			Noncontrolling
Balance, June 30, 2024		1,125		$	1,125,000			3,000		$	3,000,000			500,000	$	500		130,000	$	130	$	-			5,064,492	$	5,064	$	81,195,590		$	(85,066,735	)	$	-		$	(3,865,451	)
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Payable			Shares		Amount		Capital			Capital			Deficit			Interest			Total
Common stock issued for investment in Healthy Lifestyles USA, LLC		-			-			-			-			-		-		-		-		-			97,088		97		99,903			-			-			100,000
Balance, June 30, 2024		1,125		$	1,125,000			3,000		$	3,000,000			500,000	$	500		130,000	$	130	$	-			5,064,492	$	5,064	$	81,195,590		$	-		$	(85,066,735	)	$	-		$	(3,865,451	)
Recognition of noncontrolling interest in acquisition		-			-			-			-			-		-		-		-		-			-		-		-			-			336,276			336,276
Common stock issued for investment in Healthy Lifestyles USA, LLC		-			-			-			-			-		-		-		-		-			97,088		97		99,903			-			-			-			100,000
Common stock payable in exchange for settlement of liabilities		-			-			-			-			-		-		-		-		148,455			-		-		-			-			-			148,455
Recognition of noncontrolling interest in acquisition		-			-			-			-			-		-		-		-		-			-		-		-			-			-			336,276			336,276
Net loss		-			-			-			-			-		-		-		-		-			-		-		-			(1,216,047	)		(27,202	)		(1,243,249	)
Common stock payable in exchange for settlement of liabilities		-			-			-			-			-		-		-		-		148,455			-		-		-			-			-			-			148,455
Balance, September 30, 2024		1,125		$	1,125,000			3,000		$	3,000,000			500,000	$	500		130,000	$	130	$	148,455			5,161,580	$	5,161	$	81,295,493		$	(86,282,782	)	$	309,074		$	(4,523,969	)
Net loss		-			-			-			-			-		-		-		-		-			-		-		-			-			(1,216,047	)		(27,202	)		(1,243,249	)
Balance, June 30, 2025		1,125		$	1,125,000			3,000		$	3,000,000			500,000	$	500		130,000	$	130	$	26,250			6,186,580	$	6,183	$	82,016,218		$	(88,673,880	)	$	164,164		$	(6,460,435	)
Balance, September 30, 2024		1,125		$	1,125,000			3,000		$	3,000,000			500,000	$	500		130,000	$	130	$	148,455			5,161,580	$	5,161	$	81,295,493		$	-		$	(86,282,782	)	$	309,074		$	(4,523,969	)
Share exchange agreement with BHP Capital		(1,125	)		(1,125,000	)		(3,000	)		(3,000,000	)		-		-		-		-		-			-		-		-			-			-			-
Common stock issued for services		-			-			-			-			-		-		-		-		21,875			25,000		25		26,225			-			-			-			48,125
Recognition of noncontrolling interest in acquisition		-			-			-			-			-		-		-		-		-			-		-		-			-			-			-
Common stock issued for settlement of liabilities		-			-			-			-			-		-		-		-		(49,485	)		50,000		50		49,435			-			-			-			-
Common stock issued for services		-			-			-			-			-		-		-		-		-			50,000		-		49,250			-			-			49,250
Net loss		-			-			-			-			-		-		-		-		-			-		-		-			-			(673,911	)		(55,749	)		(729,660	)
Common stock issued for settlement of liabilities		-			-			-			-			-		-		-		-		-			-		-		-			-			-			-
Balance, December 31, 2024		1,125		$	1,125,000			3,000		$	3,000,000			500,000	$	500		130,000	$	130	$	120,845			5,236,580	$	5,236	$	81,371,153		$	-		$	(86,956,693	)	$	253,325		$	(5,205,504	)
Net loss		-			-			-			-			-		-		-		-		-			-		-		-			(651,878	)		(1,729	)		(653,607	)
Balance, June 30, 2025		1,125		$	1,125,000			3,000		$	3,000,000			500,000	$	500		130,000	$	130	$	26,250			6,186,580	$	6,183	$	82,016,218		$	-		$	(88,673,880	)	$	164,164		$	(6,460,435	)
Balance, September 30, 2025		-		$	-			-		$	-			500,000	$	500		130,000	$	130	$	26,250			6,236,580	$	6,183	$	82,065,468		$	(89,325,758	)	$	162,435		$	(7,064,792	)
Share exchange agreement with BHP Capital		(1,125	)		(1,125,000	)		(3,000	)		(3,000,000	)		-		-		-		-		-			-		-		-			-			-			-			-
The accompanying notes are an integral part of these condensed consolidated financial statements.
Common stock issued for services		-			-			-			-			-		-		-		-		-			50,000		-		49,250			-			-			-			49,250
Net loss		-			-			-			-			-		-		-		-		-			-		-		-			-			(651,878	)		(1,729	)		(653,607	)
Balance, September 30, 2025		-		$	-			-		$	-			500,000	$	500		130,000	$	130	$	26,250			6,236,580	$	6,183	$	82,065,468		$	-		$	(89,325,758	)	$	162,435		$	(7,064,792	)
Common stock issued for services		-			-			-			-			-		-		-		-		49,250			-		50		(50	)		-			-			-			49,250
Settlement of accounts payable		-			-			-			-			-		-		-		-		-			-		-		-			11,635			-			-			11,635
Net loss		-			-			-			-			-		-		-		-		-			-		-		-			-			(287,519	)		(98	)		(287,617	)
Balance, December 31, 2025		-		$	-			-		$	-			500,000	$	500		130,000	$	130	$	75,500			6,236,580	$	6,233	$	82,065,418		$	11,635		$	(89,613,277	)	$	162,337		$	(7,291,524	)
The accompanying notes are an integral part of these condensed consolidated financial statements.

F-4

Table of Contents

MedWellAI, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended September 30,
	Six Months Ended December 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) from continuing operations	$	(~~580~~868,~~888~~505	)	$	(~~658~~987,~~931~~025	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		816,~~307~~878			213,~~792~~240
Stock-based compensation		4998,~~250~~500			-48,125
Realized loss on sale/purchase of digital assets		-			~~271~~61,~~276~~835
Loss on settlement of payables		-			56,887
Loss on exchange of Series C & D preferred stock		241,918			-
Lease cost, net of repayment		72,~~550~~101			~~(7,000~~500	)
Change in fair value of digital assets		-			~~(19~~8,~~538~~798	)
Operating cost paid with digital assets		-			2,406
Revenue recognized from Bitcoin mined		-			-
Changes in operating assets and liabilities:
Receivables		287			1(24,~~200~~024	)
Prepaid expenses and other current assets		(19,~~244~~751	)		(3120,~~928~~265	)
Accounts payable		(2734,~~655~~128	)		7457,~~166~~551
Accrued expenses		1327,~~309~~003			1244,~~778~~900
Deferred revenue		~~(203~~15,485	)		-203
Due to related party		~~118~~254,~~588~~463			25134,~~413~~763
Net cash provided by (used in) operating activities - continuing		(~~170~~255,~~781~~749	)		(~~244~~461,~~885~~576	)
Net cash provided by (used in) operating activities - discontinuing		-			-
Net cash provided by (used in) operating activities		(~~170~~255,~~781~~749	)		(~~244~~461,~~885~~576	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in acquisition of Healthy Lifestyle USA LLC		-			4,711
Purchase of 51% interest in Healthy Lifestyle USA LLC		-			(250,000	)
Net proceeds from the sale of digital assets		-			25,~~449~~502,~~448~~844
Purchase of digital assets		-			(14,~~160~~467,~~102~~446	)
Purchase of leasehold improvements		(7,308	)		(2,242	)
Purchase of property and equipment		-			(2,242	)
Purchase of intangible assets		-			(112,500	)
Purchase of leasehold improvements		(8,058	)		(15,177	)
Purchase of intangible assets		-			(141,910	)
Cash deposit received from subtenant		-			7,500
Net cash provided by (used in) investing activities - continuing		(78,~~308~~058	)		~~936~~638,~~815~~280
Net cash provided by (used in) investing activities - discontinuing		-			-
Net cash provided by (used in) investing activities		(78,~~308~~058	)		~~936~~638,~~815~~280
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of accrued interest on note payable		-			-
Repayment of related party advance		-			-
Net cash provided by (used in) financing activities - continuing		-			-
Net cash provided by (used in) financing activities - discontinuing		-			-
Net cash provided by (used in) financing activities		-			-
Net increase (decrease) in cash		(~~178~~263,~~089~~807	)		~~691~~176,~~930~~704
Cash, cash equivalents, and restricted cash - beginning of period		401,310			57,815
Cash, cash equivalents, and restricted cash - end of period	$	~~223~~137,~~221~~503		$	~~749~~234,~~745~~519
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non-cash investing and financing activities - continuing:
Common Stock issued for purchase of 51% interest in Healthy Lifestyle USA LLC	$	-		$	100,000
Common stock payable in exchange for settlement of liabilities	$	-		$	148,455
Recognition of lease liability and ROU asset at lease commencement	$	-		$	116,536
Accrued compensation repaid with digital assets	$	-		$	67,907
Common stock issed for common stock payable	$	-		$	49,485
APIC in exchange for settlement of accounts payable	$	11,635		$	-
Non-cash investing and financing activities - discontinuing:
Common stock issued for purchase of bitcoin miners	$	-		$	-
Purchase of bitcoin miners with digital assets	$	-		$	-
The accompanying notes are an integral part of these condensed consolidated financial statements.

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MedWellAI, Inc.

Notes to Condensed Consolidated Financial Statements

~~Three~~Six Months Ended ~~September~~December 3031, 2025

(Unaudited)

1. ORGANIZATION BASIS OF PRESENTATION

Organization

We were incorporated in the State of Nevada on March 22, 2011 under the name Lightcollar, Inc. In March 2015, we changed our name to EMS Find, Inc. On May 30, 2017, Integrated Ventures, Inc. (“Integrated Ventures”), a Nevada corporation, was formed as a wholly owned subsidiary of the Company. Pursuant to an Agreement and Plan of Merger dated May 30, 2017, Integrated Ventures was merged into the Company, with the Company being the surviving corporation and changing its name to Integrated Ventures, Inc. In July 2024, the Company formed three wholly-owned subsidiaries, MedWell Direct, LLC (“MedWell Direct”), MedWell Facilities, LLC (“MedWell Facilities”), and MedWell USA, LLC (“MedWell USA”), all of which were organized in the State of Nevada. In June 2025, we changed our name to MedWellAI, Inc.

On August 29, 2024, the Company, through MedWell Direct, consummated its acquisition of 51% of the membership interests of Healthy Lifestyle USA LLC, a Florida limited liability company (“Healthy Lifestyle”).

We are a diversified holdings company that develops, acquires, operates, and invests in unique and profitable businesses. Our business focus is on AI-driven healthcare and wellness solutions. Currently, the company operates through their subsidiary MedWell USA, a B2B e-commerce platform for distributing pharmaceutical products, particularly GLP medications for weight loss and diabetes management. It features an AI-powered ordering system with real-time inventory tracking, smart suggestions, and dedicated support for healthcare providers like wellness clinics, med spas, and corporate wellness facilities. Additionally, the company operates through their subsidiary MedWell Facilities, a facilities management company that is dedicated to the health and wellness industry. This subsidiary is focused on developing real estate opportunities, designed to attract healthcare providers and wellness clinic operators.

Basis of Presentation

The accompanying unaudited financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("US GAAP") for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended ~~September~~December 3031, 2025 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2026. In the opinion of the Company's management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company's results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited financial statements in the Company's Annual Report on Form 10-K for the year ended June 30, 2025 filed on September 30, 2025 and Management's Discussion and Analysis of Financial Condition and Results of Operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies of the Company are disclosed in Notes to Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025 filed on September 30, 2025. The following summary of significant accounting policies of the Company is presented to assist in understanding the Company’s interim financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

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Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.

~~F-6 Table of Contents~~Reclassification

Certain accounts from prior periods have been reclassified to conform to the current period presentation.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, MedWell Direct, MedWell Facilities, Medwell USA, and Healthy Lifestyles. The Company owns 51% of Healthy Lifestyles, which has been included in the consolidated financial statements and the Company has recorded a noncontrolling interest for the 49% interest that they do not own.

All significant intercompany transactions and balances have been eliminated.

Cash and Cash Equivalents

The Company maintains cash balances in non-interest-bearing accounts that at times may exceed federally insured limits. For the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had no cash equivalents at ~~September~~December 3031, 2025.

Property and Equipment

Property and equipment, consisting primarily of computer, other equipment, and leasehold improvements is stated at the lower of cost or estimated realizable value and is depreciated when placed into service using the straight-line method over estimated useful lives. Management has assessed the basis of depreciation of these assets and believes they should be depreciated over three – five years depending on the asset. Computers, due to their technological obsolescence reflecting rapid development of hardware that have faster processing capacity and other factors are depreciated over three years. Leasehold improvements are depreciated over five years representing the lease term. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal.

Intangible Assets

The Company accounts for its intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill. ASC Subtopic 350-30, which requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs to renew or extend the term of intangible assets are recognized as an expense when incurred.

Impairment of Long-Lived Assets

All assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with ASC 350 and ASC 360. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value or net realizable value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates as one reporting unit. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. Goodwill of approximately $670,000 was impaired in fiscal year 2025. No goodwill impairment was recorded during the three months ended September 30, 2025 and 2024.

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Goodwill

Leases

The Company follows the provisions of ASC 842, and records right-of-use (“ROU”) assets and lease obligations for its operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. If the rate implicit in the Company's leases is not readily determinable, the Company's applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.

The lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.

Discontinued Operations

The Company follows the provisions of ASC 205-20, Presentation of Discontinued Operations, which requires separate reporting if a company sells part of its business. In order to recognize discontinued operation a major product line or division of an entity must be both a component and a strategic shift in operations. The Company assessed its digital asset mining business and determined it met the criteria of ASC 205-20. We disclosed our discontinued operations separately in the consolidated balance sheets, statements of operations, and statements of cash flows as items held for sale and discontinued operations. See Note 15. Discontinued Operations.

Mezzanine

Series C and D preferred stock that contain certain default provisions requiring mandatory cash redemption that are outside the control of the Company are recorded as Mezzanine in the accompanying balance sheets. Effective August 1, 2025, the Company amended and restated the Certificate of Designation for its Series C Preferred Stock, effecting the consolidation of the Series C Preferred Stock and Series D Preferred Stock classes into a single series of convertible preferred stock.

Convertible Preferred Stock

The Company follows the provisions of ASC 480, Distinguishing Liabilities from Equity in determining if a financial instrument should be classified as a liability or equity on the balance sheet. This standard provides, among others, that the conversion of preferred stock into a variable number of equity shares and at inception, the monetary value is fixed, the instrument should be classified as a liability. As such upon the exchange of the Series C & D preferred shares on August 1, 2025 into convertible preferred stock, the Company determined the Series C convertible preferred stock met the requirements to be classified as a liability. Further, due to their convertible nature at any time at the option of the holder they are presented as current liability on the balance sheet.

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Stock-Based Compensation

The Company accounts for all equity-based payments in accordance with ASC Topic 718, Compensation – Stock Compensation. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock awards, stock options, warrants and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The fair value of a stock award is recorded at the fair market value of a share of the Company’s stock on the grant date. The Company estimates the fair value of stock options and warrants at the grant date by using an appropriate fair value model such as the Black-Scholes option pricing model or multinomial lattice models.

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Revenue Recognition

The following table presents the Company’s revenue by revenue source for the three months ended December 31:

	Three Months Ended September 30
	2025		2024
Commissions	$	942,~~887~~623	$	-133,272
Online sales, net		~~1,207~~394		19,~~148~~589
	$	96,094	$	1,148
Product sales, net		522,798		-
Rental income		22,500		-
	$	548,315	$	142,861

The following table presents the Company’s revenue by revenue source for the six months ended December 31:

	2025		2024

Commissions	$	2,702	$	133,272
Online sales, net		1,601		10,737
Product sales, net		1,026,503		-
Rental income		45,000		-
	$	1,075,806	$	144,009

Commissions

The Company earns commissions by informing, educating, and initiating sales of health and wellness products offered by a third party to customers. The commissions earned is based on the gross sales of products to customers less costs and fees. Periodically, the third party computes the commission payable since the previous Reconciliation Date. The third party then pays the Company the amount due. The transactions price is set as the commissions to be received based on the agreed terms. The commissions are earned at a point in time upon the successful sale of products to a customer.

The timing of commission revenue recognition may differ from the timing of payment by the Company’s customers. The Company records a receivable when revenue is recognized prior to payment and there is an unconditional right to payment. As of ~~September~~December 3031, 2025, the Company had receivables from commissions of $0.

Online Sales

The Company’s online sales, which are no longer being pursued due to regulatory hurdles, consisted of sales of health and wellness products and services through the Company’s websites, including prescription drugs. In contracts that contained prescription products issued as the result of a consultation, revenue also included medical consultation services and post-consultation service support provided by Affiliated Medical Groups (defined below). The Company defined its customer as an individual who purchased products or services through its websites. The transaction price in the Company’s contracts with customers was the total amount of consideration to which the Company expected to be entitled in exchange for transferring products or services to the customer.

The Company’s contracts that contain prescription products issued as the result of a consultation primarily included the following performance obligations: access to (i) products, as well as medication adjustments, as applicable, and (ii) consultation services, as well as post-consultation service support, as applicable. Revenue was recognized at the time the related performance obligation was satisfied by transferring the promised product to the customer and, in contracts that contain services, by the provision of consultation services to the customer. The Company satisfied its performance obligation for products at a point in time, which was upon delivery of the products to a third-party carrier. The Company satisfied its performance obligation for consultation services typically within one day and for post-consultation service support over the contract term. The customer obtained control of the products and services upon the Company’s completion of its performance obligations.

For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling price is based on market and cost plus estimates. For the three months ended September 30, 2025, service revenue represented less than 10% of consolidated revenues.

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For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling price is based on market and cost plus estimates. For the three and six months ended December 31, 2025, service revenue represented less than 10% of consolidated revenues.

To fulfill its promise to customers for contracts that include professional medical consultations, the Company maintained relationships with various “Affiliated Medical Groups,” which are professional corporations or other professional entities owned by licensed physicians and that engage licensed healthcare professionals (physicians, physician assistants, nurse practitioners, and mental health providers; collectively referred to as “Providers” or individually, a “Provider”) to provide consultation services. The Company accounts for service revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company determines which Affiliated Medical Group and Provider provides the consultation to the customer; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; (iii) the Company incurs costs for consultation services even for visits that do not result in a prescription and the sale of products; and (iv) the Company, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services.

Additionally, to fulfill its promise to customers for contracts that include sale of prescription products, the Company maintained relationships with certain third-party pharmacies (“Partner Pharmacies” or individually, a “Partner Pharmacy”). The Company accounted for prescription product revenue as a principal in the arrangement with its customers. This conclusion was reached because (i) the Company had sole discretion in determining which pharmacy fills a customer’s prescription; (ii) the pharmacies filled the prescription based on fulfillment instructions provided by the Company; (iii) the Company was primarily responsible to the customer for the satisfactory fulfillment and acceptability of the order; (iv) the Company was responsible for refunds of the prescription medication after transfer of control to the customer; and (v) the Company, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services.

Payment for prescription medication was typically collected from the customer a few days in advance of product shipment in accordance with contract terms. Contract liabilities are recorded when payments have been received from the customer for undelivered products or services and are recognized as revenue when the performance obligations are later satisfied. As of ~~September~~June 30, 2025 and December 31, 2025, the Company had $203 and $0, respectively, of deferred revenue for its online sales. As of June 30, 2025 and December 31, 2025, the Company had $287 and $0, respectively, of receivables for its online sales.

Product Sales

The Company’s product sales revenue consists of the bulk sale of GLP medications for weight loss and diabetes management to doctors’ offices and clinics. The Company’s performance obligation is to deliver the products to customers. Therefore, revenue is recognized once delivery occurs. Customers remit payment at the time of order placement, therefore payment received by the Company prior to product delivery is recorded as deferred revenue. As of June 30, 2025 and December 31, 2025, the Company had $0 and $15,688, respectively, of deferred revenue for its product sales. Shipping and handling costs that occur are paid by the customer and is recorded as revenue. The Company has a policy to provide a refund on any product returned by the customer. As of June 30, 2025 and December 31, 2025, the Company had $0 and $0, respectively, of receivables for its product sales.

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Rental Income

The Company recognizes rent revenue from the lease of its sub-leased properties in accordance with ASC 842, Leases. The sub-lease is categorized as an operating lease according to ASC criteria for the lease definitions. Rent revenue is recognized on a straight-line basis over the lease term, reflecting the pattern of the economic benefits derived from the lease.

The Company’s leases generally have fixed rental payments over the lease term, with occasional escalations based on predetermined factors. Rent revenue is recognized monthly as the lessor fulfills its obligations under the lease agreement.

Any lease incentives or concessions provided to lessees, such as rent-free periods or tenant improvement allowances, are recognized as a reduction of rent revenue over the lease term.

For the three and six months ended December 31, 2025, the Company had only one lease arrangement with a single customer.

Income Taxes

Income taxes are recorded in accordance with ASC Topic 740, Income Taxes, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets. Deferred tax assets are reduced by a valuation allowance if, based on the consideration of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Changes in assumptions in future periods may require we adjust our valuation allowance, which could materially impact our financial position and results of operations. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on its income tax return, if such a position is more likely than not to be sustained.

Net Income (Loss) Per Share

Basic net income or loss per share is calculated by dividing net income or loss by the weighted average number of common shares outstanding for the period. Diluted income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as “in-the-money” stock options and warrants, convertible debt and convertible preferred stock, were exercised or converted into common stock. Equivalent shares are not utilized when the effect is anti-dilutive. For the three and six months ended ~~September~~December 3031, 2025 and 2024 basic and diluted income per share were the same, as all securities had an anti-dilutive effect.

The following ~~table~~tables ~~presents~~present potentially dilutive securities that were not included in the computation of diluted net income per share as their inclusion would be anti-dilutive. ~~as of September 30:~~

	Three Months Ended December 31,
	2025		2024
Convertible preferred stock		25,777,669		13,233,588

F-10 Table of Contents

	Six Months Ended December 31,
	2025		2024

Convertible preferred stock		25,777,669		13,233,588

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Table of Contents

Fair Value of Financial Instruments

Assets and liabilities measured at fair value on a recurring basis

We recognize financial instruments under the following fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

	Level 1:	quoted prices (unadjusted) in active markets for identical assets or liabilities;

	Level 2:	observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

	Level 3:	assets and liabilities whose significant value drivers are unobservable.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company will update its assumptions each reporting period based on new developments and record such amounts at fair value based on the revised assumptions until the agreements expire or contingency is resolved, as applicable.

As of ~~September~~December 3031, 2025 and June 30, 2025 the Company did not have any assets and liabilities measured at fair value on a recurring basis.

Assets and liabilities not measured at fair value on a recurring basis

In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, property and equipment, intangible assets, and operating lease right-of-use assets are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.

As of ~~September~~December 3031, 2025 and June 30, 2025, the fair values of cash, prepaid expenses and other current assets, accounts payable, and accrued expenses approximated their carrying values because of their short-term nature.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03 “Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendments in ASU 2024-03 aim to improve the decision usefulness of expense information on public business entities’ income statement through the disaggregation of relevant expense captions in the notes to the financial statements. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements.

There were no new accounting pronouncements issued or proposed by the FASB during the year ended June 30, 2025 and through the date of filing this report which the Company believes will have a material impact on its financial statements.

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3. GOING CONCERN

Historically, the Company has reported recurring net losses from operations and used net cash in operating activities. As of ~~September~~December 3031, 2025, the Company’s current liabilities exceeded its current assets by $7,~~292~~513,~~726~~736 and the Company had an accumulated deficit of $89,~~325~~613,~~758~~277. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

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The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to reach and maintain a successful level of operations is dependent on the execution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

There can be no assurances that the Company will be successful in attaining a profitable level of operations or in generating additional cash from the equity/debt markets or other sources fund its operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Should the Company not be successful in its business plan or in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

4. OPERATING SEGMENTS

~~The~~Operating ~~Company~~segments ~~operates~~are defined as acomponents ~~single~~of an entity for which separate financial information is available that is regularly reviewed by the chief operating decision maker (“CODM”). The CODM is the Chief Executive Officer. The CODM uses segment, ~~focusing~~net onincome ~~acquiring~~from operations to assess the performance of, ~~launching~~manage the operations of, and allocate capital and operational resources to the Company’s reportable operating ~~companies~~segments. inThe Company does not allocate assets to the ~~rapidly~~reporting ~~growing~~segments ~~health~~as its assets are primarily managed on an entity-wide basis and ~~wellness~~therefore ~~sector~~does not disclose the total assets of its reportable operating segments.

~~The~~Prior ~~accounting~~to ~~policies~~June of11, ~~the~~2025, ~~operating segment are~~ the ~~same~~Company operated as ~~those~~a ~~described~~single ~~in the summary of significant accounting policies. The Company’s chief~~ operating ~~decision~~segment, ~~maker~~focusing ~~(“CODM”)~~on isdistributing ~~the~~pharmaceutical ~~Chief~~products, ~~Executive~~particularly ~~Officer.~~GLP ~~The~~medications ~~CODM assesses performance~~ for ~~the~~weight ~~segment~~loss and ~~decides~~diabetes ~~how to allocate resources based on net income (loss) that is reported on the income statement~~management. ~~The measure of segment assets is reported on the balance sheet as total assets.~~

Starting June 11, 2025, the Company has two reportable segments, focusing on distributing pharmaceutical products, particularly GLP medications for weight loss and diabetes management and developing real estate opportunities, designed to attract healthcare providers and wellness clinic operators.

For the three and six months ended December 31, 2025, there were no intersegment revenues or costs of revenues that needed to be eliminated in the Consolidated Statements of Operations.

The pharmaceutical products distribution company generates revenue through product sales, commissions, and online sales. Real estate development company generates revenue through rental income. All corporate costs have been allocated to pharmaceutical products distribution company.

The following table illustrates segment revenue and segment net income from operations, including significant expense items reviewed by the CODM for the three months ended December 31, 2025.

	Pharmaceutical Products Distribution			Real Estate Development		Total
Revenue	$	525,815		$	22,500	$	548,315

Less:
Cost of revenues - product sales		394,706			-		394,706
Cost of revenues - rent		-			8,725		8,725
Selling and marketing		250			-		250
General and administrative ^[1]		401,926			8,125		410,051
Depreciation and amortization		6,124			2,447		8,571

Segment net income (loss) from operations	$	(277,191	)	$	3,203	$	(273,988	)

^[1]	General and administrative costs consist mainly of professional fees, salaries and wages, executive compensation, information technology and software, and other payment processing fees.

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The following table illustrates the reconciliation of segment operating income to net income before taxes for the three months ended December 31, 2025.

	December 31, 2025
Segment loss from operations	$	(273,988	)

Reconciling items
Interest expense		(13,629	)

Net income (loss) from continued operations before income taxes	$	(287,617	)

The following table illustrates segment revenue and segment net income from operations, including significant expense items reviewed by the CODM for the six months ended December 31, 2025.

	Pharmaceutical Products Distribution			Real Estate Development		Total
Revenue	$	1,030,806		$	45,000	$	1,075,806

Less:
Cost of revenues - product sales		790,770			-		790,770
Cost of revenues - rent		-			16,275		16,275
Selling and marketing		18,574			-		18,574
General and administrative [1]		817,081			16,250		833,331
Depreciation and amortization		12,249			4,629		16,878

Segment net income (loss) from operations	$	(607,868	)	$	7,846	$	(600,022	)

[1]	General and administrative costs consist mainly of professional fees, salaries and wages, executive compensation, information technology and software, and other payment processing fees.

The following table illustrates the reconciliation of segment operating income to net income before taxes for the three months ended December 31, 2025.

	December 31, 2025
Segment loss from operations	$	(600,022	)

Reconciling items
Interest Expense		(26,565	)
Loss on exchange of Series C & D preferred shares		(241,918	)

Net income (loss) from continued operations before income taxes	$	(868,505	)

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Table of Contents

5. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of:

	September 30, 2025			June 30, 2025
	December 31, 2025			June 30, 2025
Furniture and equipment	$	2,242		$	2,242
Leasehold improvements		48,~~193~~943			40,885
Total		5051,~~435~~185			43,127
Less accumulated depreciation and amortization		(36,~~427~~061	)		(1,058	)
Net	$	4745,~~008~~124		$	42,069

Depreciation expense for the three months ended ~~September~~December 3031, 2025 and 2024 was $2,~~369~~634 and $44186, respectively. Depreciation expense for the six months ended December 31, 2025 and 2024 was $5,003 and $230, respectively.

6. INTANGIBLE ASSETS

Intangible assets consisted of the following as of:

	Useful Lives	~~September~~December 3031, 2025			June 30, 2025
Website	3 years	$	71,250		$	71,250
Less accumulated amortization			(2531,~~758~~695	)		(19,820	)
Net website		$	4539,~~492~~555		$	51,430

Amortization expense for the three months ended ~~September~~December 3031, 2025 and 2024 was $5,~~938~~937 and $210,~~728~~262, respectively and $11,875 and $13,010 for the six months ended December 31, 2025 and 2024, respectively.

F-12 Table of Contents

7. OPERATING LEASE

In August 2024, the Company entered a 12-month operating lease with an option to extend for four additional one-year periods which the Company is reasonably certain they will exercise. The lease provides for approximately 750 square feet of rentable area which the Company ~~intends~~subleases. The lease was amended by changing the effective date to ~~sublease~~June 11, 2025 with the option to extend for three additional one-year periods. The addendum also modified the monthly lease payments ~~are~~to $2,~~000~~500 ~~the~~effective ~~first~~December ~~year~~11, ~~$2,250~~2025 ~~for~~until ~~the~~June ~~second~~11, ~~year~~2026, $2,~~500~~650 ~~for~~ the ~~third~~first year, $2,~~750~~800 for the ~~fourth~~second year, and $32,~~000~~950 for the ~~fifth~~third year of the lease. On the commencement date of the lease, the Company recorded $112,746 related to the ROU asset and lease liability.

Operating lease expense was $7,~~550~~000 and $57,~~000~~500 for the three months ended ~~September~~December 3031, 2025 and 2024, respectively and $13,500 and $12,500 for the six months ended December 31, 2025 and 2024, respectively. Operating cash flows used for the operating leases during the ~~three~~six months ended ~~September~~December 3031, 2025 and 2024, was $05,666 and $12,~~000~~500, respectively. As of ~~September~~December 3031, 2025, the weighted average remaining lease term was 32.8475 years, and the weighted average discount rate was 10%.

~~Future~~F-15 ~~minimum~~Table ~~lease payments under the lease as~~ of ~~September 30, 2025, were as follows:~~Contents

2026	$	32,750
2027		29,750
2028		32,750
2029		35,750
2030		3,000
Total		134,000
Less: Interest		(33,703	)
Present value of lease liability		100,297
Operating lease liability, current [1]		(27,500	)
Operating lease liability, long term	$	72,797
[1] Represents lease payments to be made in the next 12 months.

Future minimum lease payments under the lease as of December 31, 2025, were as follows:

9. RELATED PARTY TRANSACTIONS

2026	$	28,400
2027		32,700
2028		34,500
2029		17,700
Total		113,300
Less: Interest		(15,654	)
Present value of lease liability		97,646
Operating lease liability, current ^[1]		(30,900	)
Operating lease liability, long term	$	66,746
^[1] Represents lease payments to be made in the next 12 months.

~~We have one executive officer, Steve Rubakh, who is currently our only full-time employee and sole member of our Board of Directors~~8. ~~The~~RELATED ~~Board~~PARTY of Directors establishes Mr. Rubakh’s annual salary, cash bonuses, and the number of Series B preferred stock to issue Mr. Rubakh as additional compensation. Mr. Rubakh’s earns an annual salary at $250,000 and quarterly cash bonuses to be $100,000.TRANSACTIONS

~~During~~We ~~the~~have ~~three~~one ~~months~~executive ~~ended~~officer, ~~September~~Steve 30Rubakh, ~~2025~~who is currently our only full-time employee and ~~2024,~~sole member of our Board of Directors. The Board of Directors establishes Mr. Rubakh’s annual salary, ~~was~~cash ~~$250~~bonuses,~~000~~ ~~($62,500~~and ~~quarterly)~~the number of Series B preferred stock to issue Mr. InRubakh ~~addition,~~as additional compensation. Mr. Rubakh earns an annual salary at $~~100~~250,000 ofand ~~bonuses~~quarterly ~~were~~cash ~~approved~~bonuses byto ~~the~~be ~~Board of Directors~~$100,000.

~~Total~~During ~~compensation expense included in general and administrative expenses was $162,500 each for~~ the ~~three~~six months ended ~~September~~December 3031, 2025 and 2024, ~~respectively~~Mr. ~~Amounts~~Rubakh’s ~~due~~annual tosalary ~~related~~was ~~party~~$250,000 ~~consisting~~($62,500 ~~of accrued salary to Mr~~quarterly). ~~Rubakh,~~In ~~totaled $323~~addition,~~372,~~ ~~and~~ $~~209~~100,~~419~~000 as of ~~September~~bonuses ~~30,~~were ~~2025~~approved ~~and~~by ~~June~~the ~~30,~~Board ~~2025,~~of ~~respectively~~Directors.

10Total compensation expense included in general and administrative expenses was $162,500 each for the three months ended December 31, 2025 and 2024 and $325,000 each for the six months ended December 31, 2025 and 2024. ~~NOTES~~Amounts ~~PAYABLE~~due to related party, consisting of accrued salary to Mr. Rubakh, totaled $463,882, and $209,419 as of December 31, 2025 and June 30, 2025, respectively.

~~On June 15, 2022, the Company entered into a Loan Agreement and Promissory Note with BHP Capital NY, Inc~~9. ~~(“BHP”)~~NOTES in the amount of $500,000. The note matured on January 15, 2023, and bears a flat interest charge of $130,000 that shall not be reduced or pro-rated in the event of prepayment. In addition, upon an event of default, the Note bares default interest of 18% per annum. Effective April 1, 2024, the lender agreed to reduce the default interest to 10% per annum. This note is secured by assets and equipment of the Company. As further inducement to enter this note, the Company issued BHP 16,000 shares or restricted common stock. These shares were valued at $123,200 using the closing market price of the Company’s common stock on the date of issuance and were recorded as a debt discount that was amortized to interest expense over the term of the note. The Company accrued $12,778 of interest expense during each of the three months ended September 30, 2025 and 2024. As of September 30, 2025, this note was in default due to nonpayment before the maturity date.PAYABLE

FOn June 15, 2022, the Company entered into a Loan Agreement and Promissory Note with BHP Capital NY, Inc. (“BHP”) in the amount of $500,000. The note matured on January 15, 2023, and bears a flat interest charge of $130,000 that shall not be reduced or pro-13rated ~~Table~~in the event of ~~Contents~~prepayment. In addition, upon an event of default, the Note bares default interest of 18% per annum. Effective April 1, 2024, the lender agreed to reduce the default interest to 10% per annum. This note is secured by assets and equipment of the Company. As further inducement to enter this note, the Company issued BHP 16,000 shares or restricted common stock. These shares were valued at $123,200 using the closing market price of the Company’s common stock on the date of issuance and were recorded as a debt discount that was amortized to interest expense over the term of the note. The Company accrued $12,778 of interest expense during each of the three months ended December 31, 2025 and 2024 and recorded $25,556 of interest expense during the six months ended December 31, 2025 and 2024, respectively. As of December 31, 2025, this note was in default due to nonpayment before the maturity date.

1110. SERIES C CONVERTIBLE PREFERRED STOCK

Effective August 1, 2025, the Company amended and restated the Certificate of Designation for its Series C Preferred Stock, effecting the consolidation of the Series C Preferred Stock and Series D Preferred Stock classes into a single series of convertible preferred stock. Per the share exchange agreement, 1,500 shares of Series C Preferred Stock and 3,000 shares of Series D Preferred Stock were exchanged for 6,500 Series C Convertible Preferred shares. Each share of Series C convertible preferred stock had a par value of $0.001 per share and a stated value of $1,000 per share. Concurrent to this agreement, $2,133,081 in accrued and unpaid dividends were retired and the Company recognized a loss on exchange of $241,918 for the three and six months ended ~~September~~December 3031, 2025.

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Table of Contents

Dividends. Holders of Series C Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the Company’s Common Stock (the “Common Stock”) when, as and if such dividends are paid on shares of the Common Stock.

Voting Rights. The Series C Convertible Preferred Stock will vote together with the Common Stock on an as-converted basis subject to certain beneficial ownership limitations. In addition, for as long as any shares of Series C Convertible Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series C Convertible Preferred Stock (a) amend or alter the rights, powers, or preferences of the Series C Convertible Preferred Stock; (b) authorize or issue any class of stock senior to, or otherwise pari passu with, the Series C Convertible Preferred Stock; (c) amend the Company’s charter documents in a way that adversely affects the Series C Convertible Preferred Stock; (d) increase the number of authorized shares of Series C Convertible Preferred Stock; or (e) enter into any agreement with respect to any of the foregoing.

Liquidation. Upon any Liquidation (as defined in the Certificate of Amendment), holders of Series C Convertible Preferred Stock shall be entitled to receive the Stated Value of their shares plus any accrued and unpaid dividends or other applicable fees, before any distribution is made to holders of junior securities. If the Company’s assets are insufficient to pay all such amounts in full, they will be distributed pro rata among holders of Series C Convertible Preferred Stock based on the amounts otherwise payable.

Conversion. Each share of Series C Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into the number of shares of Common Stock, subject to certain ownership limitations set forth in the Certificate of Amendment. The number of shares of Common Stock issuable upon conversion by dividing the Stated Value of the Series C Convertible Preferred Stock by the Conversion Price, which equals to the previous Trading Day’s closing price of the Common Stock. The Conversion Price is subject to adjustments and restrictions set forth in Section 7 of the Certificate of Amendment.

As of ~~September~~December 3031, 2025 the Company has 6,500 shares authorized, issued and outstanding of Series C convertible preferred stock classified as a current liability on the balance sheet due to its variable component upon conversion.

1211. MEZZANINE

Series C Preferred Stock

Effective January 14, 2021, the Company filed a Certificate of Designation of the Series C Preferred Stock with the Nevada Secretary of State. The Company had authorized the issuance of an aggregate of 3,000 shares of the Series C preferred stock. Each share of Series C preferred stock had a par value of $0.001 per share and a stated value of $1,100 per share. The shares of Series C preferred stock were convertible into shares of the Company’s common stock at a conversion price of $8.50 per share.

F-14 Table of Contents

Each share of the Series C preferred stock was entitled to receive cumulative dividends of 12% per annum or 18% per annum in the event of default, payable monthly from the date of issuance of the shares. Starting one month after the issuance of the shares, they were in default due to the Company’s failure to pay the cumulative dividend monthly as required by the agreement. Dividends could have been paid in cash or in shares of Series C preferred stock at the discretion of the Company. Effective February 1, 2024, the sole owner of the Series C preferred stock agreed to stop accruing dividends.

The Company, at its sole discretion, has the right to redeem all, but not less than all, shares of the Series C preferred stock issued and outstanding upon 5 days’ notice at a defined redemption price. The holders of the Series C preferred stock do not have a right to put the shares to the Company.

The holders of the Series C preferred stock shall have the right to vote together with holders of common stock, on an as “converted basis”, on any matter that the Company’s shareholders may be entitled to vote on, either by written consent or by proxy.

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Table of Contents

As of June 30, 2025, 1,125 shares of Series C preferred stock were issued and outstanding and recorded at stated value as mezzanine due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company. On August 1, 2025 these Series C preferred stock were exchanged for Series C convertible preferred stock with new terms and agreement.

Series D Preferred Stock

On February 19, 2021, the Company filed a Certificate of Designation of the Series D Convertible Preferred Stock with the Nevada Secretary of State authorizing the issuance of an aggregate of 4,000 shares of the Series D preferred stock. Each share of Series D preferred stock had a par value of $0.001 per share and a stated value of $1,100 per share. The shares of Series D preferred stock were convertible into shares of the Company’s common stock at a conversion price of $37.50 per share.

Each share of the Series D preferred stock was entitled to receive cumulative dividends of 12% per annum or 18% per annum in the event of default, payable monthly from the date of issuance of the shares. Starting one month after the issuance of the shares, they were in default due to the Company’s failure to pay the cumulative dividend monthly as required by the agreement. Dividends could have been paid in cash or in shares of Series D preferred stock at the discretion of the Company.

Effective August 1, 2025, the Company amended and restated the Certificate of Designation for its Series C preferred stock and all 3,000 shares of Series D preferred Stock were exchanged for Series C convertible preferred stock including 1,500 shares of Series C preferred stock. As a result, as of ~~September~~December 3031, 2025, and June 30, 2025, 0 and 3,000 shares of Series D preferred stock were issued and outstanding and recorded as mezzanine due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company.

1312. STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

Series A Preferred Stock

In March 2015, the Company filed with the State of Nevada a Certificate of Designation establishing the designations, preferences, limitations and relative rights of 1,000,000 shares of the Company’s Series A preferred stock. Each share of Series A preferred stock has a par value of $0.001. Holders of the Series A preferred stock have the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A preferred stock not subject to adjustment for a stock split or reverse stock split. The shares of Series A preferred stock are not convertible into shares of common stock.

The Company has 1,000,000 shares of Series A preferred stock authorized, with 500,000 shares issued and outstanding as of ~~September~~December 3031, 2025 and June 30, 2025, which were issued in March 2015 to members of the Company’s Board of Directors in consideration for services.

F-15 Table of Contents

Series B Preferred Stock

On December 21, 2015, the Company filed a Certificate of Designation for a new Series B convertible preferred stock with the State of Nevada following approval by the board of directors of the Company. Five Hundred Thousand (500,000) shares of the Company's authorized preferred stock are designated as the Series B convertible preferred stock, par value of $0.001 per share and with a stated value of $0.001 per share (the “Stated Value”). Holders of Series B preferred stock shall be entitled to receive dividends, when and as declared by the Board of Directors out of funds legally available therefor. At any time and from time to time after the issuance of shares of the Series B preferred stock, each issued share of Series B preferred stock is convertible into 100 shares of the Company’s common stock (“Conversion Ratio”). The Conversion Ratio is subject to adjustment if the Company enters into a merger or spin off transaction but is not subject to adjustment for a stock split or reverse stock split. The holders of the Series B preferred stock shall have the right to vote together with holders of common stock, on an as “converted basis”, on any matter that the Company's shareholders may be entitled to vote on, either by written consent or by proxy. Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series B preferred stock shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Series B preferred stock an amount equal to the Stated Value, and all other amounts in respect thereof then due and payable prior to any distribution or payment shall be made to the holders of any junior securities. The number of authorized Series B preferred stock was later increased to 1,000,000 shares.

~~The~~F-18 ~~Company~~Table ~~had 130,000 and 130,000 shares issued and outstanding as~~ of ~~September 30, 2025 and June 30, 2025, respectively.~~Contents

The Company had 130,000 and 130,000 shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively.

Common Stock

As of ~~September~~December 3031, 2025, we were authorized to issue up to 300,000,000 shares of common stock with a par value of $0.001.

The Company had 6,236,580 and 6,186,580 common shares issued and outstanding as of ~~September~~December 3031, 2025 and June 30, 2025, respectively.

During the ~~three~~six months ended ~~September~~December 3031, 2025, the Company issued 50,000 shares of its common stock. ~~and~~In ~~recognized~~addition, 50,000 shares of its common stock vested but have not been issued. This resulted in $4998,~~250~~500 in stock-based compensation expense. As of ~~September~~December 3031, 2025, we had agreed to issue an additional ~~100~~50,000 shares of our common stock to vest during future periods ~~which will result in an additional $57,458 of stock-based compensation expense~~. As of ~~September~~December 3031, 2025, the Company had 25a total of 75,000 shares of common stock that had been granted for services and compensation that had vested, but not issued. As a result, we have a common stock payable of $2675,~~250~~500 outstanding.

During the ~~three~~six months ended ~~September~~December 3031, 2024, the Company issued 97,088 shares of its common stock to as part of the purchase price of Healthy Lifestyle USA LLC. Additionally, the Company issued 25,000 shares of its common stock and recognized $48,125 in stock-based compensation based on grant date fair values and vesting terms of awards granted for services and compensation. The Company also agreed to issue 150,000 shares of its common stock to a third-party vendor to settle $91,568 of payables. The grant date fair value of these shares was $148,445 resulting in a $56,887 loss on settlement of payables. As the issuance of these shares were contingent upon certain future events, we recorded a Common stock payable of $148,455 as of September 30, 2024. As of December 31, 2024, the Company had issued 50,000 shares of the 150,000 shares and showed a Common stock payable of $98,970.

1413. COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of filing of this report, there were no pending or threatened lawsuits.

Short-Term Lease

In January 2025, the Company entered a 12-month short-term lease that provides for approximately 1,500 usable square feet, which the Company intends to use as office space. The monthly lease payments are $2,~~500~~000 per month and the Company has a $6,000 security deposit, which is included in deposits assets on the balance sheet as of ~~September~~December 3031, 2025. The lease agreement states that any extension or renewal of this lease shall require the execution of a new lease agreement with new terms and conditions and therefore the Company considers this a short-term lease.

F-1619 Table of Contents

1514. DISCONTINUED OPERATIONS

Through June 6, 2024, we operated our digital asset mining operations in a hosted facility in Granbury, Texas. As of June 7, 2024, all miners were disconnected from their power source and many were sold during the year ended June 30, 2025. This marked a strategic shift in the Company’s operations.

The following is a reconciliation of major classes of assets and liabilities classified as held for sale on our consolidated balance sheets:

	September 30, 2025		June 30, 2025
	December 31, 2025		June 30, 2025
Major classes of assets included as held for sale
Prepaid expenses and other current assets	$	220	$	220
Deposits, current		-		-
Current assets held for sale		220		220
Property and equipment, net		-		72,719
Other assets held for sale		-		72,719
Total major classes of assets held for sale in the consolidated balance sheets	$	220	$	72,939
Major classes of liabilities included as discontinued operations
Accounts payable	$	-	$	-
Total major classes of liabilities held for sale in the consolidated balance sheets	$	-	$	-

The following isare areconciliations ~~reconciliation~~ of major classes of revenue and expenses classified as discontinued operations on our consolidated income statements:

	During the Three Months Ended September 30,
	During the Three Months Ended December 31,
	2025			2024
Major classes of line items constituting net income (loss) from discontinued operations
Depreciation and amortization	$	~~(17,151~~-	)	$	(~~480~~401,~~908~~565	)
Impairment expense		~~(55,568~~-	)		~~(103,410~~-	)
Total major classes of line items constituting net income (loss) from discontinued operations	$	~~(72,719~~-	)		(~~584~~401,~~318~~565	)

	During the six Months Ended December 31,
	2025			2024
Major classes of line items constituting net income (loss) from discontinued operations
Depreciation and amortization	$	(17,151	)	$	(882,474	)
Impairment expense		(55,568	)		(103,410	)
Total major classes of line items constituting net income (loss) from discontinued operations	$	(72,719	)		(985,884	)

Digital Asset Mining - Expenses

During the three months ended ~~September~~December 3031, 2025 and 2024, we impaired mining equipment and recognized impairment expense of $0 and $0, respectively and $55,568 and $103,410 for the six months ended December 31, 2025 and 2024, respectively.

1615. SUBSEQUENT EVENTS

Management has evaluated subsequent events according to the requirements of ASC Topic 855, and has ~~none~~determined there are no material events to ~~report.~~disclose except as follows:

~~F-17~~On ~~Table~~January 21, 2026 the Company received $62,500 as partial return of ~~Contents~~a deposit paid to Market Sync Strategies during 2024.

F-20

Table of Contents

Item 2. Management’s Discussion and Analysis or Financial Condition and Results of Operations.

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” “will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the year ended June 30, 2025 filed on September 30, 2025 and in our subsequent filings with the Securities and Exchange Commission. The following discussion of our results of operations should be read together with our financial statements and related notes included elsewhere in this report.

GENERAL

We were incorporated in the State of Nevada on March 22, 2011 under the name Lightcollar, Inc. In March 2015, we changed our name to EMS Find, Inc. On May 30, 2017, Integrated Ventures, Inc. (“Integrated Ventures”), a Nevada corporation, was formed as a wholly owned subsidiary of the Company. Pursuant to an Agreement and Plan of Merger dated May 30, 2017, Integrated Ventures was merged into the Company, with the Company being the surviving corporation and changing its name to Integrated Ventures, Inc. In July 2024, the Company formed three wholly-owned subsidiaries, MedWell Direct, LLC (“MedWell Direct”), MedWell Facilities, LLC (“MedWell Facilities”), and MedWell USA, LLC (“MedWell USA), all of which were organized in the State of Nevada. In June 2025, we changed our name to MedWellAI, Inc.

Financial

Revenues from commissions were $942,~~887~~623 and $0133,272 for the three months ended ~~September~~December 3031, 2025 and 2024, respectively and $2,702 and $133,272 for the six months ended December 31, 2025 and 2024, respectively.

Revenues from online sales, which are no longer pursued due to regulatory hurdles, were $1394 and $9,~~207~~589 for the three months ended December 31, 2025 and 2024, respectively and $1,~~148~~601 and $10,737 for the ~~three~~six months ended ~~September~~December 3031, 2025 and 2024, respectively.

Historically, we have funded our operations primarily from cash generated from our digital asset mining operations and proceeds from convertible notes payable and preferred stock. During the year ended June 30, 2025, the Company’s digital asset mining operations were discontinued but digital assets generated prior to the discontinuation and on hand since June 30, 2024 have been sufficient to fund operations. During the three months ended September 30, 2024, the Company’s digital asset mining operations remained disconnected and were classified as discontinued operations. During the three months ended September 30, 2025 and 2024, we generated negative cash flow from operations. We did not incur additional debt or issue securities for cash.

Table of Contents

Revenues from product sales were $522,798 and $0 for the three months ended December 31, 2025 and 2024, respectively and $1,026,503 and $0 for the six months ended December 31, 2025 and 2024, respectively.

Rental income was $22,500 and $0 for the three months ended December 31, 2025 and 2024, respectively and $45,000 and $0 for the six months ended December 31, 2025 and 2024, respectively.

Historically, we have funded our operations primarily from cash generated from our digital asset mining operations and proceeds from convertible notes payable and preferred stock. During the year ended June 30, 2025, the Company’s digital asset mining operations were discontinued but digital assets generated prior to the discontinuation and on hand since June 30, 2024 have been sufficient to fund operations. During the six months ended December 31, 2024, the Company’s digital asset mining operations remained disconnected and were classified as discontinued operations. During the three and six months ended December 31, 2025 and 2024, we generated negative cash flow from operations. We did not incur additional debt or issue securities for cash.

Recent Material Developments

Financial Operations Review

We are incurring increased costs because of being a publicly traded company. As a public company, we incur significant legal, accounting, and other expenses that we did not incur as a private company. We also have paid compensation through the issuance of shares of our common stock, Series B preferred stock and warrants, the valuation of which has resulted in significant stock-based compensation. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies and will require us to comply with these rules. These new rules and regulations will increase our legal and financial compliance costs and have made some activities more time-consuming and costlier. In addition, these new rules and regulations have made it more difficult and more expensive for us to obtain director and officer liability insurance, which we currently cannot afford to do. As a result of the new rules, it may become more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.

RESULTS OF OPERATIONS

THREE MONTHS AND SIX MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2025 COMPARED TO THE THREE MONTHS AND SIX MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2024

Revenues

Our commission revenues ~~increased~~decreased to $942,~~887~~623 during the three months ended ~~September~~December 3031, 2025 from $0133,272 during the three months ended ~~September~~December 3031, 2024 and decreased to $2,702 during the six months ended December 31, 2025 from $133,272 during the six months ended December 31, 2024. This ~~increase~~decrease was a result of the Company receiving less commissions for sales under agreements with third parties ~~that~~as ~~began~~the inCompany ~~October~~shifted oftheir ~~2024~~focus to product sales.

Our online sales revenues ~~increased~~decreased to $~~1,207~~394 during the three months ended ~~September~~December 3031, 2025 from $19,~~148~~589 during the three months ended ~~September~~December 3031, 2024 and decreased to $1,601 during the six months ended December 31, 2025 from $10,737 during the six months ended December 31, 2024. This ~~increase~~decrease was remnants of online sales of health and wellness products and services. The Company has exited online sales during the year ended June 2025 and will no longer earn revenue in this area.

Cost of Revenues

Cost of revenues – online products was $0 and $388 in the three months ended September 30, 2025 and 2024, respectively and represents the cost associated with fulfilling orders placed by our online sales customers. The decrease in cost of revenues – online products was a result of the Company exiting this segment of the health industry due to regulatory hurdles.

Selling and marketing expenses were $18,324 and $0 during the three months ended September 30, 2025 and 2024, respectively, and represents the cost associated with informing, educating, and initiating sales of health and wellness products offered by a third party to customers. The increase in selling and marketing costs was a result of the Company entering the health and wellness industry during the year ended June 30, 2025.

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~~General~~Our ~~and~~product ~~administrative~~sales ~~expenses~~ increased to $~~395~~522,~~497~~798 induring the three months ended ~~September~~December 3031, 2025 from $~~335,214~~0 induring the three months ended ~~September~~December 3031, 2024 and increased to $1,026,503 during the six months ended December 31, 2025 from $0 during the six months ended December 31, 2024. The increase ~~resulted~~was ~~primarily~~due ~~from~~to ~~non-cash~~the ~~stock-based~~Company ~~compensation~~shifting ~~expense~~their focus to product sales in July 2025.

~~Depreciation~~Our ~~and~~rental ~~amortization~~income increased to $822,~~307~~500 induring the three months ended ~~September~~December 3031, 2025 from $~~2,792~~0 induring the three months ended ~~September~~December 3031, 2024. ~~The~~and ~~increase~~increased isto ~~due~~$45,000 ~~primarily~~during tothe six months ended December 31, 2025 from $0 during the ~~purchase~~six ofmonths ~~intangible~~ended ~~assets~~December ~~and~~31, ~~leasehold~~2024. ~~improvements~~The ~~for~~increase ~~use~~was indue to the Company’s ~~health~~entering ~~and~~a ~~wellness~~sublease ~~business~~agreement effective June 11, 2025.

~~Change~~Cost ~~in fair value~~ of ~~Bitcoin decreased to $0 for the three months ended September 30, 2025 from a $19,538 gain in the three months ended September 30, 2024.~~ Revenues

~~The~~Cost ~~Company discontinued the purchase~~ of ~~digital~~revenues ~~assets~~– inonline ~~the~~products ~~year~~was ~~ended~~$0 ~~June~~and 30$3,415 ~~2025~~in ~~and as a result did not incur any transactions related to digital assets during~~ the three months ended ~~September~~December 3031, 2025~~. However,~~ ~~during~~and ~~the three months ended September 30~~2024, ~~2024~~respectively weand ~~purchased~~$0 ~~various~~and ~~digital assets totaling~~ $13,~~160,102.~~803 Wein also converted digital assets from one denomination to another based on our assessment of market conditions for each respective digital asset. The market values of individual digital asset denominations continually fluctuate, and the ~~fluctuations~~six ~~may be material from day to day. During the three~~ months ended ~~September~~December 3031, ~~2024~~2025 weand ~~received~~2024, ~~total~~respectively. ~~proceeds~~Expenses ofassociated ~~$2,449,448~~with ~~from~~fulfilling ~~the~~orders ~~sale~~placed ofby ~~digital~~our ~~assets~~online ~~and~~sales ~~incurred~~customers ~~transactions~~are ~~fees~~recorded ~~totaling~~as ~~$13,019~~cost ~~which~~of ~~were~~revenues ~~recorded~~– inonline ~~General~~products. ~~and~~The ~~administrative~~decrease ~~expenses~~ in ~~our~~cost ~~Statement~~ of ~~Operations.~~revenues We– ~~realized~~online aproducts ~~loss~~was ona ~~sale~~result of ~~digital~~the ~~assets~~Company ofexiting ~~$271,276~~this insegment of the ~~three~~health ~~months~~industry ~~ended~~due ~~September~~to ~~30,~~regulatory ~~2024~~hurdles.

~~During~~Cost of revenues – product sales was $394,706 and $0 during the three months ended ~~September~~December 3031, 2025 and 2024, werespectively ~~did~~and ~~not~~$790,770 ~~report~~and ~~any~~$0 ~~gain~~during orthe ~~loss~~six onmonths ended December 31, 2025 and 2024, respectively. These costs consisted of the ~~disposal~~cost of ~~property~~products and ~~equipment~~shipping and ~~did~~handling ~~not~~fees ~~impaired~~associated ~~intangible~~with ~~assets~~the sale of products. The increase in cost of revenues – product sales was a result of the Company recognizing revenue for the sales of products starting in July 2025.

Cost of revenues – rent was $8,725 and $0 during the three months ended December 31, 2025 and 2024, respectively and $16,275 and $0 during the six months ended December 31, 2025 and 2024, respectively. These costs consisted of the cost to lease the subleased property. The increase in cost of revenues – product sales was a result of the Company entering the sublease agreement effective June 11, 2025.

Selling and marketing expenses were $250 and $0 during the three months ended December 31, 2025 and 2024, respectively and $18,574 and $0 during the six months ended December 31, 2025 and 2024, respectively. These expenses represent the cost associated with informing, educating, and initiating sales of health and wellness products offered by a third party to customers. The increase in selling and marketing costs was a result of the Company entering the health and wellness industry during the year ended June 30, 2025.

General and administrative expenses decreased to $410,051 in the three months ended December 31, 2025 from $625,199 in three months ended December 31, 2024. The decrease resulted primarily from less consulting, legal, cryptocurrency transaction fees, and investor relation expenses during the current period. General and administrative expenses decreased to $833,331 in the six months ended December 31, 2025 from $960,413 in six months ended December 31, 2024. The decrease resulted primarily from less consulting, legal, cryptocurrency transaction fees, and investor relation expenses during the period.

Depreciation and amortization decreased to $8,571 in the three months ended December 31, 2025 from $10,448 in the three months ended December 31, 2024 and increased to $16,878 in the six months ended December 31, 2025 from $13,240 in the six months ended December 31, 2024. The increase is due primarily to the purchase of intangible assets and leasehold improvements for use in the Company’s health and wellness business.

Change in fair value of Bitcoin increased to $0 for the three months ended December 31, 2025 from a $28,336 loss in the three months ended December 31, 2024 and increased to $0 for the six months ended December 31, 2025 from a $8,798 loss in the six months ended December 31, 2024.

The Company discontinued the purchase of digital assets in the year ended June 30, 2025 and as a result did not incur any transactions related to digital assets during the six months ended December 31, 2025. However, during the six months ended December 31, 2024 we purchased various digital assets totaling $4,467,446. We also converted digital assets from one denomination to another based on our assessment of market conditions for each respective digital asset. The market values of individual digital asset denominations continually fluctuate, and the fluctuations may be material from day to day. During the six months ended December 31, 2024 we received total proceeds of $5,502,844 from the sale of digital assets and incurred transactions fees totaling $23,073 which were recorded in General and administrative expenses in our Statement of Operations. We realized a loss on sale of digital assets of $61,835 in the six months ended December 31, 2024.

During the six months ended December 31, 2025 and 2024, we did not report any gain or loss on the disposal of property and equipment and did not impaired intangible assets.

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Other Income (Expense)

Our other income (expense) was comprised of the following for the three and six months ended ~~September~~December 3031:

	Three Months Ended September 30,
	Three Months Ended December 31,
	2025			2024
Interest expense	$	(1213,~~936~~629	)	$	(1312,~~060~~998	)
Loss on settlement of payables		-			(56,887	)
	$	(13,629	)	$	(12,998	)
Loss on exchange of Series C & D preferred shares		(241,918	)		-
	$	(254,854	)	$	(69,947	)

During the three months ended September 30, 2025 and 2024, we had one note payable outstanding for $500,000 with a reduced interest rate of 10% per annum thus resulting no change in interest expense compared to the prior period.

	Six Months Ended December 31,
	2025			2024

Interest expense	$	(26,565	)	$	(26,058	)
Loss on settlement of payables		-			(56,887	)
Loss on exchange of Series C & D preferred shares		(241,918	)		-

	$	(268,483	)	$	(82,945	)

During the ~~three~~six months ended ~~September~~December 31, 2025 and 2024, we ~~recognized~~had aone $0note ~~and~~payable outstanding for $56500,~~887~~000 ~~loss,~~with ~~respectively,~~a onreduced ~~settlement~~interest rate of ~~payables~~10% ~~with~~per aannum ~~third-party~~thus ~~vendor~~resulting no change in interest expense compared to the prior period.

During the ~~three~~six months ended ~~September~~December 3031, 2025 ~~we exchanged 1,125 Series C~~ and 32024,~~000~~ ~~Series~~we Drecognized ~~preferred shares for 6,500 Series C convertible preferred shares. As~~ a ~~result,~~$0 ~~during the three months ended September, 2025~~ and ~~2024 we recognized a~~ $~~241~~56,~~918~~887 loss, ~~and~~respectively, $0 on ~~exchange~~settlement of ~~Series~~payables Cwith ~~and~~a Dthird-party ~~preferred shares~~vendor.

During the ~~three~~six months ended ~~September~~December 3031, 2025 ~~and~~we ~~2024~~exchanged 1,125 weSeries ~~recognized~~C ~~net~~and ~~losses~~3,000 ~~from~~Series ~~discontinued~~D ~~operations~~preferred ofshares ~~$72~~for 6,~~719~~500 ~~and~~Series ~~$584,318,~~C ~~respectively~~convertible preferred shares. As a result, asduring the ~~Company~~six ~~strategically~~months ~~moved~~ended ~~from~~December ~~the~~31, ~~digital~~2025 ~~asset~~and ~~mining~~2024 ~~industry~~we torecognized ~~health~~a $241,918 and ~~wellness~~$0 ~~industry~~loss, respectively, on exchange of Series C and D preferred shares.

During the three months ended December 31, 2025 and 2024, we recognized net losses from discontinued operations of $0 and $401,566, respectively and $72,719 and $985,884 during the six months ended December 31, 2025 and 2024, respectively as the Company strategically moved from the digital asset mining industry to health and wellness industry.

Net Loss Attributable to shareholders

As a result, during the ~~three~~six months ended ~~September~~December 3031, 2025 and 2024, we reported a net loss attributable to shareholders of $~~651~~939,~~878~~397 and $1,~~216~~889,~~047~~958, respectively.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

As of ~~September~~December 31, 2025, we had total current assets of $~~241~~164,~~641~~430, including cash of $~~223~~137,~~221~~503 and prepaid expenses and other current assets of $129,~~200~~075, deposits, current of $617,~~000~~632, and current assets held for sale of $220 and total current liabilities of $7,~~534~~678,~~367~~166. We had total stockholders’ deficit attributable to shareholders of $7,~~227~~453,~~227~~861 as of ~~September~~December 3031, 2025 compared to a stockholders’ deficit of $6,624,599 as of June 30, 2025.

Sources and Uses of Cash

During the ~~three~~six months ended ~~September~~December 3031, 2025, we used cash in operations of $~~170~~255,~~781~~749 as a result of our net loss from continuing operations of $~~580~~868,~~888~~505, loss on exchange of Series C & D preferred shares of $241,918, lease costs, ~~exceeding~~net ~~leases~~of ~~payments~~repayment of $72,~~550~~101, other non-cash expenses of $57115,~~557~~378, decrease in receivables of $287, ~~and~~ increases in accrued expenses of $1327,~~309~~003, increases in deferred revenue of $15,485 and due to related party of $~~118~~254,~~588~~463 offset by ~~increases in prepaid expenses of $1~~,~~244,~~ accounts payable of $2734,~~655~~128, and ~~deferred~~prepaid ~~revenue~~expenses of $~~203~~9,751.

During the ~~three~~six months ended ~~September~~December 3031, 2024, we used cash in operations of $~~244~~461,~~885~~576 as a result of our net loss from continuing operations of $~~658~~987,~~931~~025, non-cash gain on change in fair market value of digital assets of $198,~~538~~798, realized loss on sale of digital assets of $~~271~~61,~~276~~835, loss on settlement of payables of $56,887, lease payments exceeding leases costs of $7500,~~000,~~ other non-cash expenses of $263,~~792~~771, ~~decrease~~decreases in ~~receivables~~prepaid expenses of $1134,~~200~~763, and increases in accounts payable of $7457,~~166~~551, accrued expenses of $1244,~~778~~900, and due to related party of $25134,~~413~~763 offset by increases in ~~prepaid~~receivables ~~expenses~~ of $324,~~928~~024.

During the ~~three~~six months ended ~~September~~December 3031, 2025, we used net cash in investing activities – continuing operations of $78,~~308~~058, comprised of cash used for leasehold improvements.

During the ~~three~~six months ended ~~September~~December 3031, 2024, we provided net cash in investing activities – continuing operations of $~~936~~638,~~815~~280, comprised of net proceeds from the sale of digital assets of $25,~~449~~502,~~448~~844, cash acquired in acquisition of Healthy Lifestyles USA, LLC of $4,711, cash deposit received from subtenant of $7,500 offset by purchase of 51% interest in Healthy Lifestyles USA, LLC of $250,000, purchase of digital assets of $14,~~160~~467,~~102~~446 and purchase of property and equipment of $2,242, purchase of leasehold improvements of $15,177 and purchase of intangible assets of $141,910.

During the ~~three~~six months ended ~~September~~December 3031, 2025 and 2024, we had no net cash provided or used in financing activities.

Going Concern

Historically, the Company has reported recurring net losses from operations and used net cash in operating activities. As of ~~September~~December 3031, 2025, the Company’s current liabilities exceeded its current assets by $7,~~292~~513,~~726~~736 had an accumulated deficit of $89,~~325~~613,~~758~~277. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to reach a successful level of operations is dependent on the execution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements.

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There can be no assurances that the Company will be successful in attaining a profitable level of operations or in generating additional cash from the equity/debt markets or other sources to fund its operations. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Should the Company not be successful in its business plan or in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

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SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 to the accompanying financial statements. The following is a summary of those accounting policies that involve significant estimates and judgment of management.

Use of Estimates

Receivables

Receivables are carried at net realizable value, representing the outstanding balance less an allowance for doubtful accounts based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual receivables and receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received

Property and Equipment

Payments to equipment suppliers prior to shipment of the equipment are recorded as equipment deposits.

Intangible Assets

Impairment of Long-Lived Assets

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Goodwill

Discontinued Operations

Mezzanine

Convertible Preferred Stock

Stock-Based Compensation

The Company accounts for all equity-based payments in accordance with ASC Topic 718, Compensation – Stock Compensation. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock awards, stock options, warrants and other equity-based compensation issued. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The fair value of a stock award is recorded at the fair market value of a share of the Company’s stock on the grant date. The Company estimates the fair value of stock options and warrants at the grant date by using an appropriate fair value model such as the Black-Scholes option pricing model or multinomial lattice models.

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Revenue Recognition

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. This standard provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

~~The~~9 ~~following~~Table ~~table~~of ~~presents the Company’s revenue by revenue source:~~Contents

	Three Months Ended September 30,
	2025		2024
Commissions	$	94,887	$	-
Online sales, net		1,207		1,148
	$	96,094	$	1,148

The following table presents the Company’s revenue by revenue source for the three months ended December 31:

	2025		2024

Commissions	$	2,623	$	133,272
Online sales, net		394		9,589
Product sales, net		522,798		-
Rental income		22,500		-
	$	548,315	$	142,861

The following table presents the Company’s revenue by revenue source for the six months ended December 31:

	2025		2024

Commissions	$	2,702	$	133,272
Online sales, net		1,601		10,737
Product sales, net		1,026,503		-
Rental income		45,000		-
	$	1,075,806	$	144,009

Commissions

The Company earns commissions by informing, educating, and initiating sales of health and wellness products offered by a third party to customers. The commissions earned are based on the gross sales of products to customers less costs and fees. Periodically, the third party computes the commission payable since the previous Reconciliation Date. The third party then pays the Company the amount due. The transactions price is set as the commissions to be received based on the agreed terms. The commissions are earned at a point in time upon the successful sale of products to a customer.

Online Sales

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Payment for prescription medication was typically collected from the customer a few days in advance of product shipment in accordance with contract terms. Contract liabilities are recorded when payments have been received from the customer for undelivered products or services and are recognized as revenue when the performance obligations are later satisfied. As of ~~September~~December 3031, 2025, the Company had $0 of receivables for its online sales.

Product Sales

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Rental Income

Any lease incentives or concessions provided to lessees, such as rent-free periods or tenant improvement allowances, are recognized as a reduction of rent revenue over the lease term.

For the three and six months ended December 31, 2025, the Company had only one lease arrangement with a single customer.

Fair Value of Financial Instruments

Assets and liabilities measured at fair value on a recurring basis

We recognize financial instruments under the following fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

	Level 1:	quoted prices (unadjusted) in active markets for identical assets or liabilities;

	Level 2:	observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

	Level 3:	assets and liabilities whose significant value drivers are unobservable.

As of ~~September~~December 3031, 2025 and June 30, 2025 the Company did not have any assets and liabilities measured at fair value on a recurring basis.

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OFF BALANCE SHEET ARRANGEMENTS

As of ~~September~~December 3031, 2025, we have no off-balance sheet arrangements.

RECENTLY ISSUED ACCOUNTING POLICIES

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this quarterly report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

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Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of ~~September~~December 3031, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:

1. As of ~~September~~December 3031, 2025, we did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. 2. As of September 30, 2025, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls and engaged an outside financial consultant to lessen the issue of segregation of duties over accounting, financial close procedures and controls over financial statement disclosure. Accordingly, management has determined that this control deficiency constitutes a material weakness. 3. As of September 30, 2025, we did not establish a written policy for the approval, identification and authorization of related party transactions. Accordingly, management has determined that this control deficiency constitutes a material weakness.

~~Because~~13 ofTable ~~these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as~~ of ~~September 30, 2025, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.~~Contents

	2.	As of December 31, 2025, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls and engaged an outside financial consultant to lessen the issue of segregation of duties over accounting, financial close procedures and controls over financial statement disclosure. Accordingly, management has determined that this control deficiency constitutes a material weakness.

	3.	As of December 31, 2025, we did not establish a written policy for the approval, identification and authorization of related party transactions. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2025, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting through the date of this report or during the quarter ended ~~September~~December 3031, 2025, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Corrective Action

Management plans to address the structure of the Board of Directors and discuss adding an audit committee during the fiscal year ending June 30, 2026.

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PART II

ITEM 1. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations, except as set forth below. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company, threatened against or affecting our company, our common stock, or our company’s directors, officers or affiliates, any owner of record or beneficiary of more than 5% of any class of our voting securities is a party adverse to us or has a material interest adverse to us.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

ITEM 2. UNREGISTERED SALES IN EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

~~During the three months ended September 30, 2025, the Company issued 50,000 shares of common stock as part of stock-based compensation~~None.

During the three months ended September 30, 2024, the Company issued 97,088 shares of common stock as part of the purchase price of Healthy Lifestyle USA, LLC.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the ~~three~~six months ended ~~September~~December 3031, 2025, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

There is no other information required to be disclosed under this item which was not previously disclosed.

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ITEM 6. EXHIBITS

EXHIBIT INDEX

Exhibit Number		Exhibit Description
31.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Financial Officer**

32.1		Section 1350 Certification of Principal Executive Officer and Principal Financial Officer**

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). *

101.SCH		Inline XBRL Taxonomy Extension Schema *

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase *

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase *

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase *

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase *

104		Cover Page Interactive Data File (formatted inline XBRL and contained in Exhibit 101)*

_________

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

**This certification is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MEDWELLAI, INC.
Dated: November 14, 2025	By:	/s/ Steve Rubakh
Dated: February 23, 2026	By:	/s/ Steve Rubakh
		Chief Executive Officer, Chief Financial Officer, and Director (Principal Executive Officer and Principal Financial and Accounting Officer)

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Filing Compare · MedWellAI, Inc.