UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number 333-260982

~~QUALIS INNOVATIONS~~FAMILY OFFICE OF AMERICA, INC.

(formerly known as Qualis Innovations, Inc.)

(Exact name of registrant as specified in its charter)

Nevada

84-2488498

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification Number)

6898 S. University Blvd., Suite 100, Centennial, CO		80122
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number (484) 483-2134

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

Common Stock, $0.001 Par Value

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

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

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

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

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging Growth Company	☒

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

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

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

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

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

As of June 30, ~~2023~~2024 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant was $13,~~915~~514,000. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

As of ~~April~~March 117, ~~2024~~2025, there were 2023,~~439~~189,950 shares of common stock outstanding.

~~QUALIS INNOVATIONS~~FAMILY OFFICE OF AMERICA, INC

TABLE OF CONTENTS

PART I
Item 1.	Business	4
Item 1A.	Risk Factors	109
Item 1B.	Unresolved Staff Comments	109
Item 1C.	Cybersecurity	109
Item 2.	Properties	10
Item 3.	Legal Proceedings	10
Item 4.	Mine Safety Disclosures	10
PART II
Item 5.	Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Repurchases of Equity Securities	1110
Item 6.	Selected Financial Data	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2219
Item 8.	Financial Statements and Supplementary Data	2219
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2219
Item 9A	Controls and Procedures	2219
Item 9B	Other Information	2220
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2220
Item 11.	Executive Compensation	2522
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2825
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2926
Item 14.	Principal Accounting Fees and Services	3027
PART IV
Item 15.	Exhibits, Financial Statement Schedules	3127

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “seeks,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Such statements may include, but are not limited to, information related to: anticipated operating results; licensing arrangements; relationships with our customers; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in accounting treatment; cost of sales; selling, general and administrative expenses; interest expense; the ability to secure materials and subcontractors; the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue our operations and take advantage of opportunities; legal proceedings and claims.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

USE OF CERTAIN DEFINED TERMS

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” or “the Company” is of ~~Sigyn~~Family ~~Therapeutics~~Office of America, Inc., formerly known as Qualis Innovations, Inc.

In addition, unless the context otherwise requires and for the purposes of this report only:

● “~~Qualis~~Family Office” refers to Family Office of America, Inc., formerly known as Qualis Innovations, Inc., a Nevada corporation; ● “Commission” refers to the Securities and Exchange Commission; ● “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; and ● “Securities Act” refers to the Securities Act of 1933, as amended.

PART I

Item 1. Business

Background

Description of Business

~~Qualis Innovations~~On December 17, ~~Inc.~~2024, (the “Company”’s orname was changed from “Qualis”) Innovations, ~~formerly~~Inc.” ~~known~~to as“Family ~~Hoopsoft~~Office ~~Development~~of ~~Corp.~~America, ~~Yellowstone Mining,~~ Inc.” ~~and~~with ~~Sky Digital Holding Corp. was incorporated in~~ the ~~state~~State of Nevada ~~on March 23~~, ~~2006~~and that ~~under the~~ name ~~Hoopsoft~~change ~~Development Corp~~ (~~“Hoopsoft”). On January 12, 2007, the Company entered into an agreement~~ and ~~plan~~accompanying ofstock ~~merger~~ticker ~~(“Agreement~~change ~~and~~from ~~Plan of Merger~~“QLIS”) ~~with~~to ~~Yellowcake Mining, Inc. (~~“~~Yellowcake~~FOFA”), awas ~~Nevada~~processed ~~corporation~~by ~~and~~FINRA ~~wholly-owned~~on ~~subsidiary~~or ~~of Hoopsoft~~about ~~Development~~December ~~Corp.~~23, ~~incorporated for the sole purpose of effecting the merger~~2024. ~~Pursuant to the terms of the Agreement and Plan of Merger, Yellowcake merged with and into Hoopsoft, with Hoopsoft carrying on as the surviving corporation under the name “Yellowcake Mining, Inc.”~~

~~On April~~Family 6,Office ~~2011, Yellowcake restated its articles~~ of ~~incorporation~~America, ~~and changed its name to Sky Digital Stores Corp (“SKYC”)~~Inc. On ~~May 5, 2011,~~ (the ~~Company entered into a Share Exchange Agreement (~~“~~Exchange Agreement~~Company”~~) by and among SKYC and Hong Kong~~ ~~First~~or ~~Digital Holding Ltd. (~~“~~First~~Family ~~Digital~~Office”), ~~and~~formerly ~~the~~known ~~shareholders~~as ofQualis ~~First Digital (the “FDH Shareholders”) entered into a Share “FDH”)~~Innovations, ~~and the shareholders of FDH (the “FDH Shareholders”)~~Inc. ~~The closing of the transaction (the “Closing”) took place on May 5~~, ~~2011~~Hoopsoft ~~(the~~Development ~~“Closing Date”)~~Corp., OnYellowstone ~~the~~Mining ~~Closing Date~~Inc., ~~pursuant to the terms of~~Sky ~~the~~Digital ~~Exchange~~Stores ~~Agreement~~Corp., ~~the Company acquired all of the outstanding shares (the “Shares”) of FDH from the FDH Shareholders;~~ and ~~FDH~~Sky ~~Shareholders~~Digital ~~transferred~~Holdings ~~and contributed all of their Shares to us~~Corp. ~~In exchange~~, ~~the~~was ~~Company~~incorporated ~~issued~~in to the ~~FDH~~State ~~Shareholders, their~~of ~~designees~~Nevada oron ~~assigns,~~March ~~an aggregate of~~ 23,~~716,035~~ ~~shares (the “Shares Component”) or 97~~2006.~~56% of the shares of common stock of the Company issued and outstanding after the Closing (the “Share Exchange”), at $0.20 per share.~~

~~Mr. Lin~~In ~~Xiangfeng~~July ~~planned~~2019, ~~organized~~John Ballard and ~~executed~~Charles ~~the Share Exchange. Prior to the Share Exchange~~Achoa, ~~Mr. Lin Xiangfeng was the largest shareholder~~ ~~and~~formed ~~sole~~a ~~officer~~new ofcompany ~~FDH.~~named HeEMF ~~was~~Medical ~~also~~Devices ~~the CEO of SKYC but did not own any shares of the Company~~Inc. ~~The~~for ~~parties involved in~~ the ~~Share~~development, ~~Exchange Agreement are SKYC~~maintenance, ~~FDH~~marketing and ~~all~~sale ~~FDH~~of ~~Shareholders. Mr. Lin Jinshui,~~ an ~~FDH~~electronic ~~Shareholder,~~device isfor the treatment ~~father~~ of ~~Mr.~~pain ~~Lin~~that ~~Xiangfeng~~would ~~and~~make ~~Mr.~~use ~~Lin Xiuzi,~~of ancertain ~~FDH~~intellectual ~~Shareholder,~~property isinterests ~~the~~held ~~brother~~by ~~of Mr~~LCMD. ~~Lin~~In ~~Xiangfeng.~~May ~~Other~~2021 ~~than~~that ~~Mr.~~company ~~Lin~~changed ~~Xiangfeng,~~its ~~no third party played a substantial role~~name into ~~the~~mPathix ~~agreement~~Health Inc.

~~FDH owned~~On ~~(i)~~June ~~100%~~28, of2021, the ~~issued~~Company ~~and~~entered ~~outstanding~~into ~~capital~~a ~~stock~~Share Exchange ofAgreement ~~Shenzhen~~(“Exchange ~~Dong~~Agreement”) ~~Sen~~by ~~Mobile~~and ~~Communication~~among ~~Technology~~mPathix ~~Co.~~Health, ~~Ltd~~Inc. (~~also~~formerly ~~known~~EMF Medical Devices, Inc., a Delaware corporation) (“mPathix”) and ~~doing~~Family ~~business~~Office. asThe ~~Shenzhen~~closing ~~Donxon~~of ~~Mobile~~the ~~Communication~~transaction ~~Technology~~(the ~~Co.,~~“Closing”) ~~Ltd~~took place on June 29, 2021 (the “~~Donxon~~Closing Date”),. aOn ~~company~~the ~~organized~~Closing ~~under~~ Date, pursuant to the ~~laws~~terms of the ~~People’s~~Exchange ~~Republic~~Agreement, the Company acquired all of ~~China~~the ~~(“China”~~outstanding orshares (the “~~PRC~~Shares”); ~~and~~of ~~(ii)~~mPathix. ~~100%~~In ofexchange, the Company issued ~~and~~to ~~outstanding~~the mPathix shareholder’s, ~~capital~~their ~~stock~~designees ofor ~~Shenzhen~~assigns, ~~Xing~~an ~~Tian~~aggregate ~~Kong~~of ~~Digital~~6,988,300 shares of Company ~~Limited~~common stock (the “~~XTK~~Shares Component”), aor ~~PRC company~~93.36% ~~XTK was~~ of the ~~holder~~shares of ~~100%~~common stock of the Company issued and outstanding ~~capital~~after ~~stock~~the ofClosing ~~Shenzhen~~(the Da“Share ~~Sheng~~Exchange”), ~~Communication~~at ~~Technology~~a ~~Company~~valuation of ~~Limited~~$0.50 ~~(also~~per ~~known~~share, and dothe ~~business~~Company asissued ~~Shenzhen Dasen~~warrants ~~Communication~~to ~~Technology~~purchase ~~Company~~an ~~Limited,~~additional ~~“Dasen”)~~1,098,830 ashares ~~PRC~~(698,830 ~~company.~~warrants ~~Dasen~~issued isto the ~~holder~~Company’s previous ofCEO ~~70%~~and of400,000 ~~the~~to ~~issued and~~CreoMed ~~outstanding~~which ~~capital~~is ~~stock~~beneficially ofowned ~~Foshan~~by DaDr. ~~Sheng~~Joseph ~~Communication~~Pergolizzi, ~~Chain~~the ~~Service~~ Company’s ~~Limited~~previous ~~(also~~acting ~~known~~CEO and chairman doof ~~business~~the asboard) ~~Foshan~~of ~~Dasen Communication~~the ~~Chain~~Company’s ~~Service~~common Costock, exercisable for 10 years at a $0.50 ~~Ltd,~~per ~~“FDSC”)~~share exercise price, asubject ~~PRC~~to ~~company~~adjustment. In ~~Pursuant~~connection towith the ~~Exchange~~closing ~~Agreement~~of the mPathix acquisition, ~~FDH~~the ~~became~~officers aand ~~wholly-owned subsidiary~~directors of mPathix were appointed as the ~~Company,~~officers and directors of the Company. ~~owned~~On ~~100%~~June of29, ~~Donxon~~2021, ~~100%~~the ofCompany ~~XKT~~issued 496,650 ~~100%~~common ofshares ~~Dasen~~for ~~and~~the ~~70%~~recapitalization of ~~FDSC~~Family ~~indirectly~~Office ~~through~~in ~~FDH~~conjunction with the reverse acquisition for a net book value of $0.

OnThe acquisition was accounted for as a “reverse ~~February~~merger’’ ~~13,~~and ~~2018,~~recapitalization since the stockholders of mPathix owned a ~~change~~majority of ~~control~~the ~~occurred,~~outstanding ~~and~~shares ~~new~~of ~~officers~~the ~~and~~common ~~directors~~stock immediately following the completion of the ~~Company~~transaction ~~were~~assuming ~~appointed.~~that ~~The~~holders ~~name~~of ~~change~~10% of ~~‘Sky Digital~~the ~~Stores~~Public ~~Corp~~Shares exercise their conversion rights.’ mPathix ~~(SKYC)~~was deemed to ~~Qualis~~be ~~Innovations,~~the ~~Inc.~~accounting ~~and~~acquirer in the 1transaction –and, 1consequently,~~000~~ ~~reverse~~the ~~split~~transaction was ~~announced~~treated onas ~~FINRA’s~~a ~~Daily~~recapitalization ~~List~~of mPathix. ~~Echo~~As ~~Resources~~a ~~LLLP~~result, ~~took~~Family ~~over~~Office ~~control~~was ofconsidered ~~Qualis~~to ~~owning~~be ~~232,689~~the continuation of the ~~396~~predecessor mPathix. Accordingly,~~650~~ ~~common~~the ~~shares~~assets ~~outstanding.~~and ~~Since~~liabilities and the historical operations that ~~event~~are ~~Qualis~~reflected in the consolidated financial statements are those of mPathix and are recorded at the ~~did~~historical ~~not~~cost ~~have~~basis ~~any~~of ~~business~~mPathix. Family Office’s assets, liabilities and results of operations orwill ~~any~~be ~~assets~~consolidated orwith the assets, liabilities and results of operations of mPathix after consummation of the acquisition.

~~In July~~The ~~2019,~~Company ~~John~~is ~~Ballard~~now ~~and~~the ~~Charles~~holding ~~Achoa,~~company ~~formed~~under awhich mPathix ~~new~~operates. ~~company~~mPathix ~~named~~is ~~EMF~~a ~~Medical~~clinical ~~Devices~~stage ~~Inc.~~company ~~for~~focused on the development, ~~maintenance~~production, ~~marketing~~ and ~~sale~~distribution of ~~an electronic device for the treatment of~~ pain ~~that~~management ~~would make use of certain intellectual property interests held by LCMD. In May 2021 the Company changed its name to mPathix Health Inc. Presently, John Ballard is the Chief Financial Officer~~ and ~~Charles Achoa~~ ~~does~~other ~~not~~central ~~participate~~nervous insystem ~~any~~(CNS) ~~management~~based ~~or board position~~solutions.

4A key element to the Company’s growth strategy is to acquire the rights to or develop existing devices. Large device companies have increased the minimum market opportunity they require in order to commit marketing resources to their products. As a result, there are many products that are unsupported by such companies and are currently scheduled to be phased out or “sunsetted.” Family Office believes that it can create significant value by developing or acquiring rights to a portfolio of such products, expanding their therapeutic uses and/or markets, improving or enhancing such products and dedicating the appropriate amount of marketing and other resources to maximize the value of the Company’s portfolio.

On June 28, 2021, the Company entered into a Share Exchange Agreement (“Exchange Agreement”) by and among mPathix Health, Inc. (formerly EMF Medical Devices, Inc., a Delaware corporation) (“mPathix”) and Qualis. The closing of the transaction (the “Closing”) took place on June 29, 2021 (the “Closing Date”). On the Closing Date, pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares (the “Shares”) of mPathix. In exchange, the Company issued to the mPathix shareholder’s, their designees or assigns, an aggregate of 6,988,300 shares of Company common stock (the “Shares Component”) or 93.36% of the shares of common stock of the Company issued and outstanding after the Closing (the “Share Exchange”), at a valuation of $0.50 per share, and the Company issued warrants to purchase an additional 1,098,830 shares (698,830 warrants issued to the Company’s previous CEO and 400,000 to CreoMed which is beneficially owned by Dr. Joseph Pergolizzi, the Company’s previous acting CEO and chairman of the board) of the Company’s common stock, exercisable for 10 years at a $0.50 per share exercise price, subject to adjustment. In connection with the closing of the mPathix acquisition, the officers and directors of mPathix were appointed as the officers and directors of the Company. On June 29, 2021, the Company issued 496,650 common shares for the recapitalization of Qualis in conjunction with the reverse acquisition for a net book value of $0.4

~~The acquisition~~There was accounted for as a “reverse merger’’ and recapitalization since the stockholders of mPathix owned a majority of the outstanding shares of the common stock immediately following the completion of the transaction assuming that holders of 10% of the Public Shares exercise their conversion rights. mPathix was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of mPathix. As a result, Qualis was considered to be the continuation of the predecessor mPathix. Accordingly, the assets and liabilities and the historical operations that are ~~reflected~~several inkey ~~the~~criteria ~~consolidated financial statements are those of mPathix and are recorded at~~ the ~~historical~~Company ~~cost basis of mPathix. Qualis’s assets, liabilities~~uses ~~and~~when ~~results~~evaluating ofproduct ~~operations will be consolidated with the assets, liabilities and results of operations of mPathix after consummation of the acquisition.~~opportunities:

● The ~~Company~~ isdisease ~~now~~or ~~the~~condition ~~holding~~largely ~~company~~has ~~under~~been ~~which~~ignored ~~mPathix~~due ~~operates~~to lack of interest by other, larger companies and, as a result, overall competition in the space is limited. ~~mPathix~~● The device is anot selling well for various reasons (including, among other things, poor management, poor reimbursement, improper or no available billing codes, inaccurate pricing, and limited and/or poor clinical ~~stage~~outcomes) ~~company~~which, ~~focused~~Family onOffice ~~the~~would ~~development~~attempt to eliminate, ~~production~~thereby increasing product revenues. ● The device should be easy to manufacture, thereby avoiding the need for costly investment by the Company develop products and ~~distribution~~complicated ofmanufacturing ~~pain~~facilities. ~~management~~● There should be a large, underserved patient population. The device should have clear regulatory and ~~other~~reimbursement ~~central~~paths ~~nervous~~with ~~system~~the FDA and CMS, respectively (~~CNS~~or already be approved). ~~based~~● ~~solutions~~The device should be relatively easy to distribute/dispense and administer. Most importantly, the product must have a history of limited adverse events to patients.

WeOur planned product, which is our sole product ~~are~~in ~~developing~~the development pipeline, is SOLACE, a ~~product~~non-invasive ~~designed~~medical device that uses electromagnetic induction to ~~address~~generate ~~the~~deep ~~unmet~~heat ~~needs~~below the surface of ~~patients~~the ~~who~~skin ~~seek~~to ~~alternatives~~reduce toand ~~traditional~~relieve pain. ~~medications~~SOLACE™ delivers radio frequency (RF) energy continuously and ~~interventions~~thereby delivers orthermal ~~adjunctive~~effects ~~therapies~~ to ~~their~~the ~~current~~tissue ~~treatment~~and ~~regimen.~~utilizes Weseveral ~~believe~~differentiated ~~that~~features ~~our~~vs ~~product~~other ~~will~~radio ~~provide~~frequency ~~clinicians~~devices ~~and~~currently ~~patients~~on ~~with~~the ~~new~~market. We ~~and~~have ~~differentiated~~not ~~set~~yet finalized development of ~~pain~~the ~~management~~planned ~~tools~~SOLACE todevice ~~meet~~and ~~the~~have ~~diversity~~not ofgenerated ~~patient~~any ~~needs~~cash flows from operations in connection with the planned device.

~~A key~~The ~~element~~SOLACE todevice ~~the Company’s growth strategy~~ is tobased ~~acquire~~on ~~the~~proprietary ~~rights to or develop existing devices. Large device companies have~~high-frequency ~~increased~~magnetic ~~the~~induction ~~minimum~~technology, ~~market~~which ~~opportunity~~we ~~they~~refer ~~require in order~~ to ~~commit~~as ~~marketing~~Electromagnetic ~~resources~~Induction ~~to their products~~(“EMI”). AsElectromagnetic aor ~~result,~~magnetic ~~there are~~induction ~~many~~is ~~products~~the ~~that~~use ~~are~~of ~~unsupported~~electric bycurrents ~~such companies and are currently scheduled to be phased out~~ or ~~“sunsetted.”~~a ~~Qualis Innovations~~derivative ~~believes~~of ~~that~~a itcurrent ~~can~~in ~~create~~the ~~significant~~form ~~value~~of bya ~~developing~~sound or ~~acquiring~~an ~~rights~~acoustic towave aor ~~portfolio~~an ofelectromagnetic ~~such~~energy ~~products, expanding~~wave. ~~their~~Administered ~~therapeutic~~electric ~~uses~~currents ~~and/~~or ~~markets,~~their ~~improving~~derivatives orhave ~~enhancing~~two ~~such~~attributes: ~~products~~(1) ~~and~~pain ~~dedicating~~relief ~~the appropriate amount of marketing~~ and ~~other resources~~(2) toregeneration ~~maximize the value~~ of ~~the Company’s portfolio~~tissues.

~~There~~ Magnetic fields are ~~several~~induced ~~key~~beneath ~~criteria~~the skin surface to create localized, planar heat in the ~~Company~~dermis ~~uses~~and ~~when~~deeper ~~evaluating~~muscle, ~~product~~while ~~opportunities:~~selectively avoiding sensitive structures in the epidermis and fat layers. By comparison, our SOLACE device creates currents in discreet planes beneath the tissue surface rather than directing energy through the planes and penetrating the epidermis. Therefore, our EMI technology may provide for shorter duration of treatments and a more comfortable patient experience vs. other energy-based technologies.

●SOLACE™ ~~The~~delivers RF ~~disease~~energy orvia ~~condition~~a ~~largely~~user-friendly ~~has~~hand-held ~~been~~applicator ~~ignored~~that ~~due~~allows tofor ~~lack~~targeted ofand ~~interest~~ergonomic byapplication ~~other,~~of ~~larger~~RF ~~companies~~energy ~~and,~~to asdiscrete aareas ~~result~~of concern. In contrast, ~~overall~~competitor ~~competition~~diathermy indevices ~~the~~utilize ~~space~~a islarge ~~limited.~~drum ●applicator ~~The~~wherein ~~device~~the isRF ~~not~~energy ~~selling~~is ~~well~~emitted ~~for~~across ~~various~~a ~~reasons~~large ~~(including,~~surface area. ~~among~~Diathermy ~~other~~is ~~things,~~the ~~poor~~controlled ~~management,~~production ~~poor~~of ~~reimbursement,~~deep ~~improper~~heating orbeneath nothe ~~available~~skin ~~billing~~in ~~codes,~~the ~~inaccurate~~subcutaneous ~~pricing~~tissue, ~~and~~deep ~~limited~~muscles and~~/or~~ ~~poor~~joints ~~clinical~~for therapeutic ~~outcomes)~~purposes. ~~which,~~There ~~Qualis~~are ~~would~~two ~~attempt~~types toof ~~eliminate,~~diathermy ~~thereby~~devices ~~increasing~~on ~~product~~the ~~revenues.~~market ●today: ~~The~~radio ~~device~~or ~~should~~high befrequency ~~easy~~and tomicrowave. ~~manufacture,~~The ~~thereby~~drum ~~avoiding~~applicator design limits the ~~need~~tissue ~~for~~targeting ~~costly~~to ~~investment~~larger byjoints, ~~the~~while ~~Company~~smaller ~~develop~~joints ~~products~~or ~~and~~tissue ~~complicated~~areas ~~manufacturing facilities~~(e.g. ●acromion ~~There~~of ~~should~~the beshoulder, aplantar ~~large~~aspect of foot, ~~underserved~~neck) ~~patient~~are ~~population~~largely unaddressed. The ~~device~~hand-held ~~should~~applicator ~~have~~from ~~clear~~the ~~regulatory~~SOLACE™ ~~and~~device ~~reimbursement~~provides ~~paths~~a ~~with~~small ~~the~~surface ~~FDA~~area ~~and~~(approx. 3 ~~CMS,~~cm2) ~~respectively~~which ~~(or~~is ~~already~~coated bein ~~approved).~~Teflon® ●that ~~The~~can ~~device~~easily ~~should~~ be ~~relatively~~positioned ~~easy~~ to ~~distribute/dispense~~target ~~and~~smaller ~~administer.~~body ~~Most~~parts ~~importantly,~~providing ~~the~~a ~~product~~differentiation compared ~~must~~to ~~have~~large adrum-type ~~history~~radio offrequency ~~limited~~devices ~~adverse~~fail ~~events~~ to ~~patients~~adequately treat.

5Overview

~~Our planned~~Family ~~product~~Office of America, Inc. ~~which~~(hereinafter isthe ~~our~~“Company,” ~~sole~~“We,” ~~product~~“Family ~~and~~Office”) iswas incorporated in the ~~development~~State ~~pipeline,~~of isNevada ~~SOLACE~~on March 23, a2006. ~~non-invasive~~On ~~medical~~June ~~device~~28, ~~that~~2021, ~~uses~~the ~~electromagnetic induction~~Company toentered ~~generate~~into ~~deep~~a ~~heat~~Share ~~below~~Exchange ~~the~~Agreement ~~surface~~by ofand ~~the~~among ~~skin~~mPathix toHealth, ~~reduce~~Inc. ~~and~~(formerly ~~relieve~~known as ~~pain.~~EMF ~~SOLACE™~~Medical ~~delivers~~Devices, ~~radio~~Inc.), ~~frequency~~a Delaware corporation (RF“mPathix”) ~~energy~~, ~~continuously~~pursuant ~~and~~to ~~thereby~~which ~~delivers~~mPathix ~~thermal~~was ~~effects~~acquired toby the ~~tissue~~Company. Family ~~and~~Office ~~utilizes~~is ~~several~~now ~~differentiated~~the ~~features~~holding vscompany ~~other~~under ~~radio~~which ~~frequency devices~~mPathix ~~currently on the market~~operates. WemPathix ~~have~~is ~~not~~a ~~yet~~clinical ~~finalized~~stage ~~development~~company offocused on the ~~planned~~development, production, ~~SOLACE device~~ and ~~have~~distribution ~~not~~of ~~generated~~pain ~~any~~management ~~cash~~and ~~flows from~~other ~~operations~~central innervous ~~connection~~system ~~with~~(CNS) ~~the~~based ~~planned device~~solutions.

~~The SOLACE~~We ~~device~~are isdeveloping ~~based~~a onproduct ~~proprietary~~designed ~~high-frequency magnetic induction technology, which we refer~~ to asaddress the ~~Electromagnetic~~unmet ~~Induction~~needs ~~(“EMI”). Electromagnetic~~of orpatients ~~magnetic~~who ~~induction~~seek isalternatives ~~the~~to ~~use~~traditional ofpain ~~electric~~medications ~~currents~~and interventions or aadjunctive ~~derivative~~therapies ofto atheir current treatment inregimen. ~~the~~We ~~form~~believe ofthat aour ~~sound~~product orwill anprovide ~~acoustic wave~~clinicians orand anpatients ~~electromagnetic~~with ~~energy~~new ~~wave.~~and ~~Administered~~differentiated ~~electric~~set ~~currents~~of orpain ~~their~~management tools ~~derivatives~~to ~~have~~meet ~~two~~the ~~attributes:~~diversity ~~(1) pain relief and (2) regeneration~~ of ~~tissues~~patient needs.

Magnetic fields are induced beneath the skin surface to create localized, planar heat in the dermis and deeper muscle, while selectively avoiding sensitive structures in the epidermis and fat layers. By comparison, our SOLACE device creates currents in discreet planes beneath the tissue surface rather than directing energy through the planes and penetrating the epidermis. Therefore, our EMI technology may provide for shorter duration of treatments and a more comfortable patient experience vs. other energy-based technologies.5

SOLACE™ delivers RF energy via a user-friendly hand-held applicator that allows for targeted and ergonomic application of RF energy to discrete areas of concern. In contrast, competitor diathermy devices utilize a large drum applicator wherein the RF energy is emitted across a large surface area. Diathermy is the controlled production of deep heating beneath the skin in the subcutaneous tissue, deep muscles and joints for therapeutic purposes. There are two types of diathermy devices on the market today: radio or high frequency and microwave. The drum applicator design limits the tissue targeting to larger joints, while smaller joints or tissue areas (e.g. acromion of the shoulder, plantar aspect of foot, neck) are largely unaddressed. The hand-held applicator from the SOLACE™ device provides a small surface area (approx. 3 cm2) which is coated in Teflon® that can easily be positioned to target smaller body parts providing a differentiation compared to large drum-type radio frequency devices fail to adequately treat.Competition

~~Presently, the~~The ~~Company~~medical isdevice inindustry ~~the~~is ~~process~~constantly ofevolving, and ~~preparing~~scientific ~~the~~advances ~~documents~~are ~~necessary~~expected to ~~submit~~continue anat ~~application~~a torapid ~~the~~pace. ~~FDA~~This ~~for~~results ~~clearance~~in ofintense ~~our~~competition ~~planned~~among ~~device. We~~companies ~~plan~~operating onin ~~also~~the industry. ~~filing~~Other, alarger ~~provisional~~companies ~~patent~~may ~~for~~have, ~~the~~or ~~changes~~may ~~and~~be ~~new~~developing, ~~development~~products ofthat ~~our~~compete ~~device~~with ~~over~~ our ~~previous~~product ~~licensed~~and ~~device~~may ~~from~~significantly limit the ~~LCMD,~~market ~~The~~acceptance ~~Company~~of ~~has~~our anproduct ~~accumulated~~or ~~deficit~~render ofthem ~~$4,430,308~~obsolete. ItOur istechnical ~~anticipated~~and/or ~~that~~business ~~the~~competitors ~~total~~would ~~expected~~include ~~financial~~major ~~outlay to complete the~~pharmaceutical ~~development~~companies, large and ~~FDA~~small ~~application~~medical isdevice ~~approximately $250~~companies,~~000,~~ ~~combined~~universities ~~with~~and ~~operating~~nonprofit ~~expenses~~research ~~the~~institutions ~~Company~~and ~~may~~foundations. ~~not~~Most beof ~~able~~these to competitors have ~~enough cash~~significantly ~~flow~~greater toresearch ~~support~~and ~~the~~development ~~Company’s~~capabilities ~~daily~~than ~~operations~~we ~~resulting~~have, inas anwell ~~opinion~~as bysubstantial ~~the~~marketing, ~~auditors~~financial ofand ~~the Company continuing as a going~~managerial ~~concern~~resources.

WeOur product is expected to primarily compete with ~~anticipate~~manufacturers ~~that~~who ~~our~~develop ~~SOLACE~~and ~~device~~market ~~will~~alternative bedevices ~~cleared~~utilizing byvastly ~~the~~different ~~FDA~~technology. ~~via~~There ~~the~~are ~~510k~~many ~~process~~other companies, both public and private, that itservice ~~will~~the besame ~~deemed~~markets toas bewe ~~substantially~~do, ~~equivalent~~ all of which compete to ~~the~~some ~~identified~~degree ~~predicate~~with ~~device~~our ~~called~~company. ~~the~~This ~~Bebe~~includes medical device companies, ~~The~~drug ~~Bebe~~companies ~~device~~and ~~was~~other ~~originally~~companies ~~cleared~~and byindustries addressing the ~~FDA~~pain intreatment ~~2014~~market. byThese ~~the~~organizations ~~Marchitto~~are also expected ~~Entities~~to ~~and~~compete ~~subsequently~~with ~~sold~~us tofor ~~LCMD~~acquisitions, ~~via~~joint anventures, ~~Asset~~or ~~Purchase~~other ~~Agreement~~collaborations and anto ~~Intellectual~~attract ~~Property~~qualified ~~License Agreement~~personnel. ~~The~~In ~~Bebe~~addition, ~~device~~as current isor ~~indicated~~new ~~for~~products ~~use~~gain inmarket ~~the~~acceptance, ~~treatment~~we ofmay ~~selected~~experience ~~medical~~increased ~~conditions~~competition ~~such~~for asour ~~pain relief~~product, ~~muscle~~and ~~spasms,~~we ~~and~~may ~~joint~~not ~~contractures,~~be ~~but~~able to compete effectively. ~~not~~Failure ~~for~~to ~~the~~effectively ~~treatment~~compete ofcould ~~malignancies~~adversely affect our market share, financial condition, and growth prospects.

~~Overview~~The primary competitive factors facing us include ease of use, safety, price, quality, innovative design and technical capability, breadth of product line, service, and distribution capabilities. Our current and future competitors may have greater resources, more widely accepted and innovative products, greater technical capabilities and stronger name recognition than we do. Our ability to compete is affected by our ability to:

~~Qualis Innovations, Inc~~1. obtain regulatory clearance and compliance for our product in regards to future modifications and design; This process of regulatory clearance involves getting FDA approval for our planned product which includes filing an application for 510(~~hereinafter~~k) ~~the~~approval ~~“Company,”~~for ~~“We~~our type of medical device. The application consists of safety testing,” ~~“Qualis”)~~design ~~was~~review, ~~incorporated~~modifications inmade to the ~~state~~device ofto ~~Nevada on~~ensure ~~March~~safety 23of those modifications, ~~2006.~~quality Onmanagement ~~June~~systems, 28labeling, ~~2021~~distribution manufacturing, sales, promotion and other compliance requirements associated with a Class II medical device which the ~~Company~~SOLACE ~~entered~~device ~~into~~is a ~~Share~~part ~~Exchange~~of. ~~Agreement~~A byClass ~~and~~II ~~among~~medical ~~mPathix~~device ~~Health~~are those devices that have a moderated to high risk to the patient, ~~Inc~~43% of all medical devices fall under this category. ~~(formerly known~~2. asmanufacture ~~EMF~~and ~~Medical~~sell ~~Devices,~~or ~~Inc~~lease our product cost effectively; 3.), ameet ~~Delaware~~all ~~corporation~~relevant ~~(“mPathix”),~~quality ~~pursuant~~standards tofor ~~which~~our ~~mPathix~~product ~~was~~in ~~acquired~~their byparticular ~~the~~markets; ~~Company~~4. ~~Qualis~~ isdevelop ~~now~~or ~~the~~acquire ~~holding~~new ~~company~~products ~~under~~and ~~which~~innovative ~~mPathix~~technologies; ~~operates~~5. ~~mPathix~~respond isto acompetitive ~~clinical~~pressures ~~stage~~specific ~~company~~to ~~focused~~each onof our geographic and product markets; 6. protect the ~~development,~~proprietary ~~production,~~ technology of our product and ~~distribution~~avoid infringement of ~~pain~~the ~~management~~proprietary rights of others 7. market our product; 8. attract and ~~other~~retain ~~central~~skilled ~~nervous~~employees, ~~system~~including ~~(CNS)~~sales ~~based~~representatives; ~~solutions~~and 9. maintain and establish distribution relationships.

6Competitors could develop products that are more effective, achieve more favorable reimbursement status from third-party payors, cost less or are ready for commercial introduction before our product. If our competitors are better able to develop and patent products earlier than we can or develop more effective and/or less expensive products that render our product obsolete or non-competitive, our business will be harmed and our commercial opportunities will be reduced or eliminated.

We are developing a product designed to address the unmet needs of patients who seek alternatives to traditional pain medications and interventions or adjunctive therapies to their current treatment regimen. We believe that our product will provide clinicians and patients with new and differentiated set of pain management tools to meet the diversity of patient needs.6

~~Competition~~Currently, we are not a manufacturer. To the extent that we engage third party manufacturers to produce our product, our manufacturing capabilities may not be adequate or sufficient to compete with large scale, direct or third-party manufacturers, which may be able to secure inventory from vendors on more favorable terms, operate with a lower cost structure or adopt more aggressive pricing policies.

The medical device industry is constantly evolving, and scientific advances are expected to continue at a rapid pace. This results in intense competition among companies operating in the industry. Other, larger companies may have, or may be developing, products that compete with our product and may significantly limit the market acceptance of our product or render them obsolete. Our technical and/or business competitors would include major pharmaceutical companies, large and small medical device companies, universities and nonprofit research institutions and foundations. Most of these competitors have significantly greater research and development capabilities than we have, as well as substantial marketing, financial and managerial resources.Manufacturing

~~Our product~~We iswill ~~expected~~use toShanghai ~~primarily~~Zhiting ~~compete~~Intelligent ~~with manufacturers who develop and market alternative devices utilizing vastly different technology.~~Technology ~~There are many other companies~~Co., ~~both~~Ltd ~~public~~(“SZIT”) ~~and private, that service the same markets~~ as weour ~~do,~~CMO ~~all of which compete~~ to ~~some~~manufacture ~~degree with~~the ~~our~~SOLACE ~~company. This includes medical~~ device ~~companies~~, ~~drug companies~~ and ~~other companies and industries addressing the pain treatment market. These organizations are also expected~~ to ~~compete~~warehouse ~~with~~our usproduct ~~for~~in ~~acquisitions,~~their ~~joint~~facilities ~~ventures,~~in orthe ~~other collaborations and to attract~~San ~~qualified personnel~~Francisco. InSZIT ~~addition,~~is asISO ~~current~~13482:2016 orcertified. ~~new~~We ~~products~~also ~~gain~~intend ~~market~~to ~~acceptance,~~identify wea ~~may~~back-up ~~experience~~manufacture ~~increased competition for our product, and we may not be able~~ to ~~compete~~ensure ~~effectively.~~the ~~Failure~~integrity toof ~~effectively~~our ~~compete~~product ~~could~~supply chain ~~adversely~~in ~~affect~~case ~~our~~of ~~market~~natural ~~share,~~disaster ~~financial condition,~~or ~~and~~political ~~growth prospects~~uncertainty.

~~The primary~~We ~~competitive~~plan ~~factors facing us include ease of~~ use, ~~safety,~~Kanban ~~price,~~inventory ~~quality,~~management ~~innovative~~by ~~design~~which our ~~and~~SOLACE ~~technical~~inventory ~~capability,~~will ~~breadth of~~be ~~product~~held ~~line,~~by ~~service,~~Supertech ~~and~~Medical ~~distribution~~Devices ~~capabilities~~Inc.(“Supertech”) ~~Our~~at ~~current~~their ~~and~~warehouse ~~future~~until ~~competitors~~customer ~~may have greater resources, more widely accepted~~orders ~~and~~are ~~innovative products, greater technical capabilities and stronger name recognition than we do~~received. ~~Our~~Devices ~~ability~~will tobe ~~compete~~shipped isfrom ~~affected by~~Supertech’s ~~our ability to:~~warehouse.

1.Product obtain regulatory clearance and compliance for our product in regards to future modifications and design; This process of regulatory clearance involves getting FDA approval for our planned product which includes filing an application for 510(k) approval for our type of medical device. The application consists of safety testing, design review, modifications made to the device to ensure safety of those modifications, quality management systems, labeling, distribution manufacturing, sales, promotion and other compliance requirements associated with a Class II medical device which the SOLACE device is a part of. A Class II medical device are those devices that have a moderated to high risk to the patient, 43% of all medical devices fall under this category. 2. manufacture and sell or lease our product cost effectively; 3. meet all relevant quality standards for our product in their particular markets; 4. develop or acquire new products and innovative technologies; 5. respond to competitive pressures specific to each of our geographic and product markets; 6. protect the proprietary technology of our product and avoid infringement of the proprietary rights of others 7. market our product; 8. attract and retain skilled employees, including sales representatives; and 9. maintain and establish distribution relationships.Distribution

~~Competitors could~~We ~~develop~~plan ~~products~~to ~~that~~initially ~~are~~offer ~~more~~our ~~effective,~~SOLACE ~~achieve~~device ~~more~~via a ~~favorable~~purchase ~~reimbursement~~or ~~status~~leasing ~~from~~model ~~third-party~~and ~~payors,~~we ~~cost~~will ~~less~~generate ordemand ~~are ready~~with ~~for~~a ~~commercial~~combination ~~introduction~~of ~~before~~direct ~~our~~and ~~product~~independent sales representatives in the United States. IfField ~~our~~sales ~~competitors~~representatives ~~are~~will ~~better~~be ~~able~~engaged to ~~develop~~sell in predefined geographic markets and ~~patent~~will ~~products~~be ~~earlier~~compensated ~~than~~based on a commission weamount ~~can~~of orthe ~~develop~~revenues ~~more~~generated ~~effective~~by ~~and/or~~the ~~less~~medical ~~expensive~~device. ~~products~~The ~~that~~focus ~~render~~will be to market our ~~product~~device ~~obsolete~~to ora ~~non-competitive,~~target ~~our~~audience ~~business~~of ~~will~~professionals who bespecialize ~~harmed~~in ~~and~~the ~~our~~use ~~commercial~~of ~~opportunities~~multi-modal, ~~will~~or bemulti-disciplinary, ~~reduced~~pain ormanagement ~~eliminated~~techniques.

7Our target audience includes chiropractors, physical therapists, and pain management specialists. However, our sales and promotional effort will be focused on using an account-based approach to further segment the market which will allow us to promote the SOLACE device in the most efficient manner. Our primary promotional targets will be multi-practitioner clinics and high throughput, solo-practitioner offices. We also intend to have a Corporate Accounts team to target large national and regional chiropractic and physical therapy chains. Examples of corporate accounts targets include The Joint, a national chiropractic franchise with over 500 locations, and ATI Physical Therapy with 900 locations across the US.

~~Currently~~At launch, we ~~are~~will ~~not~~sell aour ~~manufacturer.~~SOLACE™ Todevice directly ~~the~~to ~~extent~~customers ~~that~~who wewill ~~engage~~be ~~third~~able ~~party manufacturers~~ to ~~produce~~either ~~our~~buy ~~product,~~it ~~our~~outright ~~manufacturing capabilities may not be adequate~~ or ~~sufficient~~lease toit ~~compete~~via ~~with~~a ~~large scale, direct or~~ third-party ~~manufacturers~~financing partner, ~~which~~Coastal ~~may~~Capital beGroup. If ~~able~~the device is to ~~secure~~be ~~inventory from~~leased, ~~vendors~~mPathix onwill ~~more~~be ~~favorable~~paid ~~terms,~~50% ~~operate~~of ~~with~~the apurchase ~~lower~~price ~~cost~~upon ~~structure~~leasing orsigning ~~adopt~~and ~~more~~50% ~~aggressive~~upon ~~pricing~~device ~~policies~~delivery to the customer.

~~Manufacturing~~Although we plan to sell or lease the SOLACE™ device to target accounts at launch, we are also developing a proprietary method of revenue sharing that will allow for greater utilization of our device with customers, and thus expanding our market penetration into a broader subset of customers for whom purchasing or leasing the SOLACE device is not practical. Based on this approach, we may be able to accelerate the number of devices placed based on a greatly reduced acquisition cost for our customer. Further, it may be possible for mPathix to have real-time revenue recognition, which could lead to significantly lower days sales outstanding.

~~We will~~mPathix ~~use~~is ~~Shanghai~~also ~~Zhiting~~evaluating ~~Intelligent~~unique ~~Technology~~distribution models ~~Co.,~~to ~~Ltd~~fully ~~(“SZIT”)~~maximize as our ~~CMO~~reach towith ~~manufacture~~our ~~the~~target ~~SOLACE~~audience. ~~device,~~Potential ~~and~~distribution tomodels ~~warehouse our~~include ~~product~~“device insharing” ~~their~~or ~~facilities~~“on-demand” availability inof the ~~San~~SOLACE™ ~~Francisco.~~device, ~~SZIT~~allowing iseven ~~ISO~~the ~~13482:2016~~lowest ~~certified.~~patient Wethroughput ~~also~~practices ~~intend~~ to ~~identify~~access aour ~~back-up~~technology. ~~manufacture~~Such distribution tomodels ~~ensure~~will ~~the~~be ~~integrity~~test ofmarketed ~~our~~prior ~~product~~to ~~supply~~any ~~chain~~potential innational ~~case of natural disaster or political uncertainty~~implementation.

~~We plan~~Regardless ~~use~~of ~~Kanban inventory management by~~ which ~~our~~distribution ~~SOLACE~~model, ~~inventory~~or ~~will~~combination of bemodels, ~~held~~is byutilized, ~~Supertech~~each ~~Medical~~account ~~Devices~~that ~~Inc.(“Supertech”) at~~accesses ~~their~~the ~~warehouse~~SOLACE ~~until~~device ~~customer~~will ~~orders~~incorporate ~~are~~a ~~received.~~monthly ~~Devices~~fee ~~will~~for bedevice ~~shipped~~calibration ~~from~~and ~~Supertech’s warehouse~~maintenance.

~~Product Distribution~~7

We plan to initially offer our SOLACE device via a purchase or leasing model and we will generate demand with a combination of direct and independent sales representatives in the United States. Field sales representatives will be engaged to sell in predefined geographic markets and will be compensated based on a commission amount of the revenues generated by the medical device. The focus will be to market our device to a target audience of professionals who specialize in the use of multi-modal, or multi-disciplinary, pain management techniques.Reimbursement

~~Our~~ Based on our target ~~audience~~market ~~includes~~(i.e., chiropractors, and physical therapists), ~~and~~we ~~pain~~believe ~~management specialists. However~~many, ~~our~~if ~~sales~~not ~~and~~most, ~~promotional~~patients ~~effort~~ will bepay ~~focused~~out onof ~~using~~pocket anfor ~~account-based~~treatment ~~approach~~with tothe ~~further~~SOLACE™ ~~segment~~device. ~~the~~However, there ~~market~~will ~~which~~be ~~will~~certain ~~allow~~practitioners, usincluding tomedical ~~promote~~doctors, ~~the~~who ~~SOLACE~~will ~~device~~treat ~~in the~~patients ~~most~~with ~~efficient~~medical ~~manner.~~insurance ~~Our~~plans ~~primary~~and ~~promotional~~attempt ~~targets~~get ~~will~~reimbursement for betheir ~~multi-practitioner~~service. ~~clinics~~In ~~and~~this ~~high~~revenue ~~throughput~~stream, ~~solo-practitioner offices.~~revenue Wewill ~~also~~be ~~intend~~derived tofrom ~~have~~patients awith ~~Corporate~~insurance ~~Accounts~~plans ~~team~~held toby ~~target~~private ~~large~~health ~~national~~insurance carriers, ~~and~~typically ~~regional~~known ~~chiropractic~~as ~~and~~HMOs ~~physical~~or ~~therapy~~PPOs, ~~chains. Examples~~who pay on behalf of ~~corporate~~their ~~accounts~~insureds ~~targets~~and ~~include~~worker’s ~~The~~compensation ~~Joint,~~claims. aThis ~~national~~will ~~chiropractic~~continue to ~~franchise~~create ~~with~~revenue ~~over~~which ~~500~~will ~~locations,~~become ~~and~~recurring ~~ATI~~as ~~Physical Therapy~~patients ~~with~~are ~~900~~treated ~~locations~~on ~~across~~a ~~the~~regular USbasis.

AtThe Current Procedural Terminology (CPT) code ~~launch~~97024, weas ~~will~~maintained ~~sell~~by ~~our~~American ~~SOLACE™~~Medical ~~device~~Association, ~~directly~~is toa ~~customers~~medical ~~who~~procedural ~~will~~code beunder ~~able~~the tocategory ~~either~~of ~~buy~~Supervised itPhysical ~~outright~~Medicine and orRehabilitation ~~lease~~Modalities. itCPT ~~via~~97024 includes the application of a ~~third-party financing~~modality ~~partner,~~to ~~Coastal~~1 ~~Capital~~or ~~Group~~more areas; Diathermy (e.g., Ifmicrowave). This is the ~~device~~code ishealthcare toprofessionals may be ~~leased,~~able ~~mPathix~~to ~~will~~use befor ~~paid~~billing ~~50%~~and ofreimbursement, in addition to the ~~purchase~~ICD-10 ~~price~~diagnosis ~~upon~~code, ~~leasing~~for payment ~~signing~~by ~~and~~insurers. ~~50%~~The ~~upon~~provider ~~device~~fee ~~delivery~~for 97024 is assumed to ~~the~~about ~~customer~~$30.

~~Although we~~Government plan to sell or lease the SOLACE™ device to target accounts at launch, we are also developing a proprietary method of revenue sharing that will allow for greater utilization of our device with customers, and thus expanding our market penetration into a broader subset of customers for whom purchasing or leasing the SOLACE device is not practical. Based on this approach, we may be able to accelerate the number of devices placed based on a greatly reduced acquisition cost for our customer. Further, it may be possible for mPathix to have real-time revenue recognition, which could lead to significantly lower days sales outstanding.Regulation

~~mPathix is~~The ~~also~~Company ~~evaluating~~cannot ~~unique~~commence ~~distribution~~sales ~~models~~of toour ~~fully~~planned SOLACE ~~maximize~~device ~~our~~until ~~reach~~the ~~with~~device ~~our~~has ~~target~~been ~~audience~~approved by the FDA. ~~Potential~~The ~~distribution~~Company ~~models~~has ~~include~~not yet filed a 510(k) application with the FDA to receive “approval for the planned SOLACE device. ~~sharing”~~Once orthe ~~“on-demand”~~Company ~~availability~~has done so, and if and when the Company receives FDA approval of its 510(k) application for the SOLACE™ device, ~~allowing~~we ~~even~~would then be subject to extensive regulation by the ~~lowest~~FDA ~~patient~~and ~~throughput~~foreign and state regulatory authorities. ~~practices~~In the United States, medical device companies must comply with laws and regulations promulgated by the FDA. These laws and regulations require various authorizations prior to ~~access~~a ~~our~~product ~~technology~~being marketed in the United States. ~~Such~~Manufacturing facilities and practices are also subject to FDA regulations. The FDA regulates the clinical testing, manufacture, labeling, sale, distribution ~~models~~and ~~will~~promotion beof ~~test~~medical devices ~~marketed~~in ~~prior~~the United States. If and when we receive FDA approval for our planned SOLACE device, failure to comply with regulatory requirements, including any ~~potential~~future ~~national~~changes ~~implementation~~to such requirements, could have a material adverse effect on our business, prospects, financial condition and results of operations as such failure could prevent us from selling or licensing our SOLACE device in the United States.

~~Regardless~~ Even after clearance or approval of ~~which~~our ~~distribution~~planned device, ~~model~~we would still be subject to continuing regulation by the FDA, orincluding ~~combination~~the requirements of ~~models~~registering our facilities and listing our product with the FDA. We would be subject to medical device reporting regulations. These regulations would require us to report to the FDA if any of our products may have caused or contributed to a death or serious injury or has malfunctioned and such product or a similar product that we market would likely cause or contribute to a death or serious injury if the malfunction were to recur. We would also be required, isunless ~~utilized~~an exemption applies, ~~each~~to ~~account~~report ~~that~~corrections ~~accesses~~and removals to the ~~SOLACE~~FDA where the correction or removal was initiated to reduce a risk to health posed by the device ~~will~~or ~~incorporate~~to remedy a ~~monthly~~violation of the Federal Food, Drug and Cosmetic Act. Additionally, we would ~~fee~~be ~~for~~required by the FDA to maintain records of corrections or removals, regardless of whether such corrections and removals are required to be reported to the FDA. In addition, the FDA would closely regulate any device ~~calibration~~promotion and ~~maintenance~~advertising, and our future promotional and advertising activities with respect to our planned SOLACE device could come under scrutiny by the FDA.

8We would also be subject to arbitrary impounding and inspections of our device shipments by the FDA, despite having FDA approval and 510(k) clearance. While we would expect after our first few initial shipments for this to be a less likely event, there is no assurance that the FDA may not arbitrarily impound our planned devices without notice and with no definitive timeline to provide a venue for the Company to prove our compliance and to have the product released to our distributor(s) or customer(s).

~~Reimbursement~~The FDA will also require that we, or our contract manufacturers, manufacture our product in accordance with its Quality System Regulation, or QSR. The QSR covers the methods and documentation of the design, testing, control, manufacturing, labeling, quality assurance, packaging, storage and shipping of our planned devices. Failure to maintain compliance with the QSR requirements could result in the shutdown of, or restrictions on, our future manufacturing operations and the recall or seizure of our product, which would be expected to have a material adverse effect on our future business. Similarly, in the event that one of our suppliers fails to maintain compliance with quality requirements, we would likely have to qualify a new supplier and could experience manufacturing delays as a result.

Based on our target market (i.e., chiropractors and physical therapists), we believe many, if not most, patients will pay out of pocket for treatment with the SOLACE™ device. However, there will be certain practitioners, including medical doctors, who will treat patients with medical insurance plans and attempt get reimbursement for their service. In this revenue stream, revenue will be derived from patients with insurance plans held by private health insurance carriers, typically known as HMOs or PPOs, who pay on behalf of their insureds and worker’s compensation claims. This will continue to create revenue which will become recurring as patients are treated on a regular basis.8

The ~~Current~~ ~~Procedural~~FDA ~~Terminology~~has ~~(CPT)~~broad ~~code~~enforcement ~~97024,~~powers. asIf ~~maintained~~we ~~by American Medical Association, is a medical procedural code under the~~violate ~~category~~applicable ofregulatory ~~Supervised~~requirements ~~Physical~~before ~~Medicine~~or ~~and~~after ~~Rehabilitation~~we ~~Modalities.~~receive ~~CPT~~FDA ~~97024~~approval ~~includes~~for ~~the~~our ~~application~~planned ofSOLACE ~~a modality to 1 or more areas; Diathermy (e.g.~~device, ~~microwave). This is~~ the ~~code~~FDA ~~healthcare professionals~~ may bebring ~~able to use for billing and reimbursement, in addition~~enforcement toactions ~~the~~against ~~ICD-10 diagnosis code~~us, ~~for~~which ~~payment~~may byinclude ~~insurers.~~the ~~The~~following ~~provider fee for 97024 is assumed to about $30.~~sanctions:

~~Government Regulation~~● Form 483 deficiency observations, warning letters, fines, injunctions, consent decrees and civil penalties; ● mandatory repair, replacement, recall or seizure of our product, which may include refunds by us of the purchase price; ● operating restrictions, partial suspension or total shutdown of production; ● refusing or delaying our requests for 510(k) clearance or PMA of new products or new intended uses of our existing product; ● withdrawing 510(k) clearances, or PMAs that have already been granted; or ● criminal prosecution.

~~The Company~~If ~~cannot~~any ~~commence sales~~ of ~~our~~these ~~planned~~events ~~SOLACE~~were ~~device until the device has been approved by the FDA. The Company has not yet filed a 510(k) application with the FDA~~ to ~~receive approval for the planned SOLACE device. Once the Company has done so~~occur, ~~and~~they ~~if and when the Company receives FDA approval of its 510(k) application for the SOLACE device, we~~ would ~~then be subject to extensive regulation by the~~ ~~FDA~~likely and foreign and state regulatory authorities. In the United States, medical device companies must comply with laws and regulations promulgated by the FDA. These laws and regulations require various authorizations prior to a product being marketed in the United States. Manufacturing facilities and practices are also subject to FDA regulations. The FDA regulates the clinical testing, manufacture, labeling, sale, distribution and promotion of medical devices in the United States. If and when we receive FDA approval for our planned SOLACE device, failure to comply with regulatory requirements, including any future changes to such requirements, could have a material adverse effect on our business, prospects, financial condition and results of operations ~~as such failure could prevent us from selling or licensing our SOLACE device in the United States~~.

~~Even after~~Recent clearance or approval of our planned device, we would still be subject to continuing regulation by the FDA, including the requirements of registering our facilities and listing our product with the FDA. We would be subject to medical device reporting regulations. These regulations would require us to report to the FDA if any of our products may have caused or contributed to a death or serious injury or has malfunctioned and such product or a similar product that we market would likely cause or contribute to a death or serious injury if the malfunction were to recur. We would also be required, unless an exemption applies, to report corrections and removals to the FDA where the correction or removal was initiated to reduce a risk to health posed by the device or to remedy a violation of the Federal Food, Drug and Cosmetic Act. Additionally, we would be required by the FDA to maintain records of corrections or removals, regardless of whether such corrections and removals are required to be reported to the FDA. In addition, the FDA would closely regulate any device promotion and advertising, and our future promotional and advertising activities with respect to our planned SOLACE device could come under scrutiny by the FDA.Developments

We ~~would~~ ~~also~~have befiled ~~subject~~a tocorporate ~~arbitrary~~action ~~impounding~~notification form ~~and~~with ~~inspections~~FINRA ofto change our ~~device~~name ~~shipments~~to by“Family ~~the~~Office ~~FDA~~of America, ~~despite~~Inc.,” ~~having FDA approval~~ and ~~510(k) clearance.~~FINRA ~~While~~is westill ~~would~~reviewing ~~expect~~such ~~after~~notification ~~our~~form. Once ~~first~~we ~~few~~have ~~initial~~cleared ~~shipments~~comments ~~for~~with ~~this to be a less likely event~~FINRA, ~~there~~we isplan noto ~~assurance~~effect ~~that~~ the ~~FDA~~name ~~may~~change ~~not~~of ~~arbitrarily~~the ~~impound~~Company ~~our~~to ~~planned~~“Family ~~devices~~Office ~~without~~of ~~notice~~America, ~~and~~ Inc.” with nothe ~~definitive~~State ~~timeline~~of toNevada. ~~provide~~We aplan ~~venue~~to ~~for~~expand ~~the~~our ~~Company~~ operations to ~~prove~~provide ~~our~~business ~~compliance~~management and tofinancial ~~have~~consulting ~~the~~services ~~product released~~ to ~~our~~accounting firms ~~distributor(s)~~throughout orthe ~~customer(s)~~United States.

~~The FDA~~We ~~will~~have ~~also~~prepared ~~require that we, or~~ our ~~contract~~consolidated ~~manufacturers,~~financial ~~manufacture our product~~ statements in accordance with ~~its~~accounting ~~Quality~~principles ~~System~~generally ~~Regulation, or~~accepted QSR. The QSR covers the methods and documentation of the design, testing, control, manufacturing, labeling, quality assurance, packaging, storage and shipping of our planned devices. Failure to maintain compliance with the QSR requirements could result in the ~~shutdown~~United ~~of, or~~States ~~restrictions on, our future manufacturing operations and the recall or seizure~~ of ~~our~~America ~~product, which would be expected to have a material adverse effect on our future business~~(“GAAP”). Similarly, in the event that one of our suppliers fails to maintain compliance with quality requirements, we would likely have to qualify a new supplier and could experience manufacturing delays as a result.

9Employees

~~The FDA~~As ~~has~~of ~~broad enforcement powers. If we violate applicable regulatory requirements before or after we receive FDA approval for our planned SOLACE device,~~ the ~~FDA~~date ~~may~~of ~~bring~~this ~~enforcement actions against us~~filing, ~~which~~we ~~may~~have ~~include~~no ~~the following sanctions:~~full-time employees.

●Where ~~Form~~You ~~483~~Can ~~deficiency~~Find ~~observations, warning letters, fines, injunctions, consent decrees and civil penalties; ● mandatory repair, replacement, recall or seizure of~~ our product, which may include refunds by us of the purchase price; ● operating restrictions, partial suspension or total shutdown of production; ● refusing or delaying our requests for 510(k) clearance or PMA of new products or new intended uses of our existing product; ● withdrawing 510(k) clearances, or PMAs that have already been granted; or ● criminal prosecution.Reports

~~If any~~Any ofperson ~~these~~or ~~events~~entity ~~were~~may toread ~~occur,~~and ~~they~~copy ~~would~~our ~~likely~~reports with ~~have~~the aCommission ~~material~~at ~~adverse~~the ~~effect~~Commission’s onPublic ~~our~~Reference ~~business~~Room at 100 F Street N.E., ~~prospects~~Washington, ~~financial~~D.C. ~~condition~~20549. ~~and~~The public may obtain ~~results~~information on the operation of ~~operations~~the Public Room by calling the Commission toll free at 1-800-SEC-0330. The Commission also maintains an Internet site at http://www.sec.gov where reports, proxies and other disclosure statements on public companies may be viewed by the public.

~~Employees~~Item 1A. Risk Factors

~~As of~~This ~~the~~item ~~date~~is ofnot ~~this~~applicable ~~filing,~~because we ~~have~~are noa ~~full-time~~“smaller reporting ~~employees~~company” as defined in Exchange Act Rule 12b-2.

~~Where You~~Item ~~Can~~1B. ~~Find~~Unresolved ~~our~~Staff ~~Reports~~Comments

~~Any person~~Not ~~or entity may read and copy our reports with the Commission at the Commission’s Public Reference Room at 100 F Street N~~applicable.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Room by calling the Commission toll free at 1-800-SEC-0330. The Commission also maintains an Internet site at http://www.sec.gov where reports, proxies and other disclosure statements on public companies may be viewed by the public.

Item 1A. Risk Factors

This item is not applicable because we are a “smaller reporting company” as defined in Exchange Act Rule 12b-2.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 1C. Cybersecurity

Our board of directors and senior management recognize the critical importance of maintaining the trust and confidence of our clients, business partners and employees. Our management, led by our Chief Executive Officer, are actively involved in oversight of our risk management efforts, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). Our cybersecurity processes and practices are fully integrated into the Company’s ERM efforts. In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

Risk Management and Strategy

As one of the critical elements of our overall ERM approach, our cybersecurity efforts are focused on the following key areas:

	●	Governance: Management oversees cybersecurity risk mitigation and reports to the board of directors any cybersecurity incidents.
	●	Collaborative Approach: We have implemented a cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.
	●	Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.

We have not engaged third-party service providers to conduct evaluations of our security controls, independent audits or consulting on best practices to address new challenges.

While we have not experienced any cybersecurity threats in the past in the normal course of business, in the future, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.

Item 2. Properties

The Company has an office located at 6898 S. University Blvd., Suite 100, Centennial, Colorado 80122 with telephone number: (484) 483-2134. As of the date of this filing, the Company does not have any physical property other than its prototype medical device equipment.

Item 3. Legal Proceedings

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future. To the best our knowledge, none of our directors, officers or affiliates is involved in a legal proceeding adverse to our business or has a material interest adverse to our business.

Item 4. Mine Safety Disclosures

There is no information required to be disclosed by us under this Item.

10PART II

~~Item 5.~~(a) Market ~~for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~Information

~~(a)~~Our stock is quoted on the OTC markets under the ~~Market~~symbol ~~Information~~“FOFA.” We were listed on May 23, 2016. There are 23,189,950 shares outstanding as of March 7, 2025.

~~Our stock is quoted on the OTC markets under the symbol “QLIS.” We were listed on May 23, 2016. There are 20,439,950 shares outstanding as of April 11, 2024.~~10

(b) Transfer Agent

The transfer agent and registrar for our common stock is Securities Stock Transfer Corporation located at 2901 N. Dallas Parkway, Suite 380, Plano, TX 75093 telephone number (469) 633-0088.

(b) Shareholders of Record

The number of beneficial holders of record of our common stock as of the close of business on December 31, ~~2023~~2024 was 150.

We do not expect to pay cash dividends in the next term. We intend to retain future earnings, if any, to provide funds for operation of our business. We currently have no restrictions affecting our ability to pay cash dividends.

(d) Equity Compensation Plans

In June 2021, the board of directors of the Company authorized the adoption and implementation of the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). The principal purpose of the 2021 Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its related companies by providing them the opportunity to acquire a proprietary interest in the Company and to link their interests and efforts to the long-term interests of the Company’s shareholders. Under the 2021 Plan, an aggregate of 1,000,000 shares of the Company’s common stock have initially been reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock awards, restricted stock, restricted stock units and other stock and cash-based awards. The exercise price for each option may not be less than fair market value of the common stock on the date of grant, and shall vest as determined by the Company’s board of directors but shall not exceed a ten-year period.

Recent Sales of Unregistered Securities

In January 2024, the Company issued a total of 10,000,000 common shares valued at $500,000 (based on the estimated fair value of the stock on the date of grant) to two affiliates in settlement of a disputeNone.

~~In January~~Item ~~2024,~~6. ~~the~~Selected ~~Company~~Financial ~~issued 2,000,000 common shares to two (2) affiliates for aggregate gross proceeds of $100,000.~~Data

~~Item~~Because we are a smaller reporting company, this Item 6. ~~Selected~~is ~~Financial~~not ~~Data~~applicable.

~~Because we~~Item ~~are~~7. aManagement’s ~~smaller~~Discussion ~~reporting~~and ~~company,~~Analysis ~~this~~of ~~Item~~Financial 6Condition isand ~~not~~Results ~~applicable.~~of Operations

~~Item~~You should read the 7following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes included elsewhere in this filing. ~~Management’s~~This ~~Discussion~~discussion and ~~Analysis~~other parts of ~~Financial~~this ~~Condition~~filing contain forward-looking statements that involve risk and ~~Results~~uncertainties, such as statements of ~~Operations~~our plans, objectives, expectations, intentions, and beliefs. Our actual results may differ materially from those discussed in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and in other parts of this filing, and you should not place undue certain on these forward-looking statements, which apply only as of the date of this filing. See “Disclosure Regarding Forward-Looking Statements”.

~~You should~~We ~~read~~are ~~the~~an ~~following~~emerging ~~discussion~~growth ~~and~~company ~~analysis~~as defined in Section 2(a) (19) of ~~our~~the ~~financial~~Securities ~~condition~~Act. ~~and~~Pursuant ~~results~~to ofSection ~~operations~~107 ~~together~~of ~~with~~the ~~our~~Jumpstart ~~consolidated financial~~Our ~~statements~~Business ~~and~~Startups ~~related~~Act, ~~notes~~we ~~included~~may ~~elsewhere~~take inadvantage of ~~this~~the ~~filing.~~extended ~~This~~transition ~~discussion~~period ~~and~~provided ~~other~~in ~~parts~~Section 7(a)(2)(B) of ~~this~~the ~~filing~~Securities ~~contain~~Act ~~forward-looking statements~~for ~~that~~complying ~~involve~~with ~~risk~~new ~~and~~or ~~uncertainties~~revised accounting standards, meaning ~~such~~that aswe ~~statements~~can delay the adoption of ~~our~~certain ~~plans,~~accounting ~~objectives,~~standards ~~expectations,~~until ~~intentions,~~those ~~and~~standards ~~beliefs.~~would ~~Our actual~~otherwise ~~results~~apply ~~may~~to ~~differ~~private ~~materially~~companies. We ~~from~~have ~~those~~chosen ~~discussed~~to intake ~~these~~advantage ~~forward-looking~~of ~~statements~~the asextended atransition ~~result~~period offor ~~various~~complying ~~factors,~~with ~~including those~~new ~~set~~or ~~forth~~revised ~~under~~accounting ~~“Risk~~standards ~~Factors”~~applicable ~~and~~to public incompanies ~~other~~to ~~parts~~delay adoption of ~~this~~such ~~filing,~~standards ~~and~~until ~~you~~such ~~should~~standards ~~not~~are ~~place~~made ~~undue~~applicable ~~certain~~to onprivate ~~these~~companies. ~~forward-looking~~Accordingly, our consolidated financial statements, ~~which~~may ~~apply~~not ~~only~~be ascomparable ofto the ~~date~~financial statements of ~~this~~public ~~filing.~~companies ~~See~~that ~~“Disclosure~~comply ~~Regarding~~with ~~Forward-Looking~~such ~~Statements”~~new or revised accounting standards.

We are an emerging growth company as defined in Section 2(a) (19) of the Securities Act. Pursuant to Section 107 of the Jumpstart Our Business Startups Act, we may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, meaning that we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have chosen to take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies to delay adoption of such standards until such standards are made applicable to private companies. Accordingly, our consolidated financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.OVERVIEW:

~~OVERVIEW:~~Historical Development

~~Historical Development~~Our Company

~~Our~~Family Office of America Inc. (hereinafter the “Company,” “We,” “Family Office”), formerly known as Qualis Innovations, Inc., was incorporated in the State of Nevada on March 23, 2006. On June 28, 2021, the Company entered into a Share Exchange Agreement by and among mPathix Health, Inc. (formerly known as EMF Medical Devices, Inc.), a Delaware corporation (“mPathix”), pursuant to which mPathix was acquired by the Company. Family Office is now the holding company under which mPathix operates. mPathix is a clinical stage company focused on the development, production, and distribution of pain management and other central nervous system (CNS) based solutions.

~~Qualis Innovations Inc. (hereinafter the “Company,” “~~We,” ~~“Qualis”)~~are ~~was~~developing ~~incorporated~~a inproduct ~~the~~designed ~~State~~to ~~of Nevada~~address onthe ~~March~~unmet ~~23,~~needs ~~2006.~~of Onpatients ~~June~~who ~~28,~~seek ~~2021,~~alternatives ~~the~~to ~~Company~~traditional ~~entered~~pain ~~into~~medications ~~a Share Exchange Agreement by~~ and ~~among~~interventions ~~mPathix~~or ~~Health,~~adjunctive ~~Inc.~~therapies ~~(formerly known as EMF Medical Devices, Inc.), a Delaware corporation (“mPathix”), pursuant~~ to ~~which~~their ~~mPathix~~current treatment ~~was acquired by the Company~~regimen. ~~Qualis~~ isWe ~~now~~believe ~~the~~that ~~holding~~our ~~company~~product ~~under~~will ~~which~~provide ~~mPathix~~clinicians ~~operates.~~and ~~mPathix~~patients iswith anew ~~clinical stage company focused on the development, production,~~ and ~~distribution~~differentiated set of pain management tools ~~and~~to ~~other~~meet ~~central~~the ~~nervous~~diversity ~~system~~of ~~(CNS) based solutions~~patients.

~~We are~~Recent developing a product designed to address the unmet needs of patients who seek alternatives to traditional pain medications and interventions or adjunctive therapies to their current treatment regimen. We believe that our product will provide clinicians and patients with new and differentiated set of pain management tools to meet the diversity of patientDevelopments

~~Recent~~On December 17, 2024, the Company’s name ~~Developments~~was changed from “Qualis Innovations, Inc.” to “Family Office of America, Inc.” with the State of Nevada, and that name change (and accompanying stock ticker change from “QLIS” to “FOFA”) was processed by FINRA on or about December 23, 2024.

We have prepared our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Impairment of Assets

In the 4th quarter of 2023, the Company determined that the third party manufacturer of its SOLACE device was unable to deliver the remaining SOLACE devices and that it may not be economically feasible to pursue the manufacturer for the return of the tooling and deposits. As a result, the Company determined that the value of the tooling and deposits related to its SOLACE device was $0 and recorded an impairment of assets totaling $76,008 in the year ended December 31, 2023 and is classified in other expenses in the consolidated Statements of Operations.

Financing Transactions

~~Short Term~~Regulation ~~Note Payable~~D

~~The Company~~On ~~borrows~~January ~~funds~~15, ~~from~~2025, the Company’s ~~CEO~~initiated ~~for~~a ~~working~~Regulation D ~~capital~~offering ~~purposes~~to ~~from~~sell ~~time~~up to ~~time.~~6,000,000 ~~The~~common ~~Company~~shares ~~has~~at ~~recorded~~a ~~the~~price ~~principal balance due~~ of $~~9,102 and $~~0.10 ~~under~~per ~~short~~share. ~~term~~Holders ~~note~~of ~~payable in~~ the ~~accompanying~~common ~~Balance~~shares ~~Sheets~~will athave ~~December~~voting ~~31, 2023 and 2022, respectively~~rights. ~~The~~As ~~Company~~of ~~received~~March ~~advances~~7, ~~of $9~~2025,~~102~~ ~~and~~a $0total ~~and~~of ~~no repayments for the years ended December 31~~2,750,000 ~~2023~~common ~~and~~shares ~~2022.~~were ~~The~~sold ~~advance from our CEO was not made pursuant~~ to ~~any~~accredited ~~loan~~investors ~~agreements~~at ora ~~promissory~~price ~~notes,~~of ~~are interest bearing at~~ $0.10% per ~~annum~~common ~~and~~share ~~due on demand~~totaling $275,000.

12Short Term Note Payable

~~Insurance~~The Company borrows funds from the Company’s ~~Financing~~CEO ~~Agreement~~for working capital purposes from time to time. The Company has recorded the principal balance due of $9,627 and $9,102 under short term note payable in the accompanying Balance Sheets at December 31, 2024 and 2023, respectively. The Company received advances of $1,025 and $9,102 and had repayments of $500 and $0 for the years ended December 31, 2024 and 2023, respectively. The advance from our CEO was not made pursuant to any loan agreements or promissory notes, are interest bearing at 10% per annum and due on demand.

~~On July~~Insurance ~~20,~~Financing 2022, the Company entered into a loan to finance its directors and officer’s insurance policy effective June 28, 2022. The loan has a principal balance of $90,225, bears interest at 8.83% per annum, and is due and payable in nine monthly payments of $10,397. During the years ended December 31, 2023 and 2022, the Company made repayments of $18,456 and $59,033. In February 2023, the Company cancelled the insurance policy.Agreement

~~Acquisition~~On July 20, 2022, the Company entered into a loan to finance its directors and officer’s insurance policy effective June 28, 2022. The loan has a principal balance of ~~mPathix~~$90,225, bears interest at 8.83% per annum, and is due and payable in nine monthly payments of $10,397. During the years ended December 31, 2024 and 2023, the Company made repayments of $0 and $18,456. In February 2023, the Company cancelled the insurance policy.

On June 28, 2021, the Company entered into a Share Exchange Agreement (“Exchange Agreement”) by and among mPathix Health, Inc. (formerly EMF Medical Devices, Inc., a Delaware corporation) (“mPathix”) and Qualis. The closing of the transaction (the “Closing”) took place on June 29, 2021 (the “Closing Date”). On the Closing Date, pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares (the “Shares”) of mPathix. In exchange, the Company issued to the mPathix shareholder’s, their designees or assigns, an aggregate of 6,988,300 shares of Company common stock (the “Shares Component”) or 93.36% of the shares of common stock of the Company issued and outstanding after the Closing (the “Share Exchange”), at a valuation of $0.50 per share, and the Company issued warrants to purchase an additional 1,098,830 shares (698,830 warrants issued to the Company’s previous CEO and 400,000 to CreoMed which is beneficially owned by Dr. Joseph Pergolizzi, the Company’s acting CEO and chairman of the board) of the Company’s common stock, exercisable for 10 years at a $0.50 per share exercise price, subject to adjustment. In connection with the closing of the mPathix acquisition, the officers and directors of mPathix were appointed as the officers and directors of the Company.12

~~The acquisition~~Stock ~~was~~Based accounted for as a “reverse merger” and recapitalization since the stockholders of mPathix prior to the acquisition acquired a majority of the outstanding shares of the common stock of the Company immediately following the completion of the transaction. mPathix was deemed to be the accounting acquirer in the transaction, and, consequently, the transaction was treated as a recapitalization of mPathix. As a result, the Company was considered to be the continuation of the predecessor, mPathix. Accordingly, the assets and liabilities and the historical operations that are reflected in the Company’s consolidated financial statements are those of mPathix and are recorded at the historical cost basis of mPathix. The Company’s assets, liabilities and results of operations were consolidated with the assets, liabilities and results of operations of mPathix after consummation of the acquisition.Compensation

~~Stock Based~~Consulting ~~Compensation~~Agreement

~~Employment~~On October 3, 2022, the Company entered into an Independent Contractor Services Agreement (“Agreement”) with a third party to provide professional services to the Company. The Agreement terminates January 3, 2023. Under this Agreement, the contractor will be entitled to a monthly consulting fee of $6,000 and a total of 36,000 common shares, valued at $18,000 (based on the estimated fair value of the stock on the date of grant) for services rendered. In 2023, the Agreement was mutually cancelled with no consulting fees paid and the 36,000 common shares cancelled.

~~On March~~Common 1, 2021, Mr. Ahmet Demir Bingol, the Company’s CEO entered into an Employment Agreement with the Company, with an effective date of March 16, 2021, in which he receives an annual base salary of $250,000, plus bonus compensation not to exceed 80% of base salary. In addition, Mr. Bingol was granted 698,830 warrants to purchase 698,830 of the Company’s common stock, valued at $165,378 (based on the Black Scholes valuation model on the date of grant). The warrants are exercisable for a period of ten at $0.50 per share in whole or in part, as either a cash exercise or as a cashless exercise, and fully vest at grant date. Mr. Bingol’s employment also provides for medical insurance, disability benefits and one year of severance pay if his employment is terminated without cause or due to a change in control. Mr. Bingol’s compensation was approved by the Company’s Board of Directors on March 1, 2021.Stock

~~On February~~In ~~24,~~January ~~2022~~2024, ~~Mr. Bingol entered into a separation agreement whereby he will terminate his employment effective April 15, 2022. He received no severance payment and there were no disagreements between he or~~ the Company. Aissued ~~total of 300~~2,000 ~~warrants have vested with~~,000 ~~the~~common ~~remaining~~shares ~~398,830~~to ~~unvested~~two ~~warrants~~(2) ~~expiring.~~affiliates Asfor aaggregate ~~result~~gross ofproceeds ~~Mr. Bingol’s termination, the Company reversed the remaining warrant modification balance~~ of $94100,~~101 during the year ended December 31, 2022~~000.

~~Consulting~~In January 2024, the Company issued a total of ~~Agreement~~10,000,000 common shares valued at $500,000 (based on the estimated fair value of the stock on the date of grant) to two affiliates in settlement of a dispute.

On ~~January~~ 27October 3, 2022, the Company ~~hired~~entered into an Independent ~~engineering~~Contractor ~~consultant~~Services Agreement (“Agreement”) with a third party to ~~assist~~provide inprofessional ~~completing~~services to the ~~design~~Company. The ~~history~~Agreement ~~file~~terminates January 3, ~~updating~~2023. ~~new~~Under ~~software~~this Agreement, the contractor will be entitled to a monthly consulting fee of $6,000 ~~system~~and ~~design~~a total of 36,000 ~~pre~~common ~~510(k)~~shares, ~~preparation~~valued at $18,000 ~~and~~(based ~~testing~~on the estimated fair value of the ~~SOLACE~~stock ~~device.~~on ~~This~~the ~~work~~date ~~has~~of ~~been~~grant) ~~placed~~for onservices rendered. ~~hold~~In ~~and~~2023, the ~~cost~~Agreement ofwas ~~the~~mutually ~~contract is~~cancelled ~~$77~~with no consulting fees paid and the 36,~~850~~000 common shares cancelled.

13Warrants

On ~~October~~ 3January 15, ~~2022~~2025, the Company ~~entered~~granted ~~into~~1,500,000 warrants anto ~~Independent~~purchase ~~Contractor~~1,500,000 ~~Services~~of ~~Agreement~~the ~~(“Agreement”)~~Company’s ~~with~~common astock ~~third~~to ~~party~~each ~~to provide~~of ~~professional~~Mr. ~~services~~Patrick toAdams, the Company.’s ~~The~~Acting ~~Agreement~~CEO ~~terminates~~and ~~January~~Mr. Ulderico 3Conte, ~~2023.~~Director ~~Under~~of ~~this~~Acquisitions ~~Agreement~~for consulting services, valued totaling $134,902 (based on the ~~contractor~~Black ~~will~~Scholes bevaluation model ~~entitled~~on tothe adate ~~monthly~~of ~~consulting~~grant). ~~fee~~Each of ~~$6,000~~the ~~and~~option agrants ~~total~~are ofexercisable ~~36,000~~for ~~common~~a ~~shares,~~period ~~valued~~of five years at $~~18,000~~0.10 ~~(based~~per onshare ~~the~~in ~~estimated~~whole ~~fair~~or ~~value of~~in ~~the~~part ~~stock~~and each onvest ~~the~~500,000 at date of grant), ~~for~~500,000 ~~services~~in ~~rendered.~~one Inyear ~~2023,~~from the ~~Agreement~~grant ~~was~~date, ~~mutually~~and ~~cancelled~~the ~~with~~remaining no500,000 ~~consulting~~on ~~fees~~the ~~paid~~2nd anniversary ~~and~~from the ~~36,000~~grant ~~common shares cancelled~~date.

~~Common~~On April 3, 2023, the Company granted 3,333,333 ~~Stock~~warrants to purchase 3,333,333 of the Company’s common stock to Jim Holt, the Company’s previous CEO, valued at $1,597,635 (based on the Black Scholes valuation model on the date of grant). The options are exercisable for a period of seven years at $0.03 per share in whole or in part and vest immediately. On December 13, 2023, Mr. Holt, entered into a cancellation agreement whereby a total of 100,000 warrants, valued at $45,763 (based on the Black Scholes valuation model on the date of grant) have vested with the remaining 3,233,333 warrants cancelled. The warrants are exercisable for a period of three years at $0.03 per share in whole or in part and vest immediately.

~~In January~~Limited ~~2024,~~Operating ~~the~~History; ~~Company~~Need ~~issued 2,000,000 common shares to two (2) affiliates~~ for ~~aggregate gross proceeds of $100,000.~~Additional Capital

InThere is limited historical financial information ~~January~~about ~~2024,~~us ~~the~~on ~~Company~~which ~~issued~~to abase ~~total~~an evaluation of ~~10,000,000~~our ~~common~~performance. ~~shares~~We ~~valued~~have atnot ~~$500~~finalized development of our planned SOLACE device,~~000~~ ~~(based~~nor onhave ~~the~~we generated ~~estimated~~any ~~fair~~cash ~~value~~flow offrom operations. The Company’s cash position may not be sufficient to support the ~~stock~~Company’s daily onoperations. ~~the~~We ~~date~~cannot ofguarantee ~~grant)~~we will be successful in our business operations. Our business is subject to ~~two~~risks ~~affiliates~~inherent in ~~settlement~~the establishment of a ~~dispute~~new business enterprise, including limited capital resources, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must receive additional capital. We have no assurance that future financing will materialize. If that financing is not available, we may be unable to continue operations.

On October 3, 2022, the Company entered into an Independent Contractor Services Agreement (“Agreement”) with a third party to provide professional services to the Company. The Agreement terminates January 3, 2023. Under this Agreement, the contractor will be entitled to a monthly consulting fee of $6,000 and a total of 36,000 common shares, valued at $18,000 (based on the estimated fair value of the stock on the date of grant) for services rendered. In 2023, the Agreement was mutually cancelled with no consulting fees paid and the 36,000 common shares cancelled.13

~~On July~~Overview ~~20, 2022, the Company issued 200,000 common shares to an affiliate for aggregate gross proceeds~~ of ~~$100,000.~~Presentation

~~Warrants~~The following Management’s Discussion and Analysis (“MD&A”) or Plan of Operations includes the following sections:

~~On March~~● ~~16,~~Results ~~2021, the Company granted 698,830 warrants to purchase 698,830 shares~~ of ~~the~~Operations ~~Company’s~~● ~~common~~Liquidity ~~stock~~and toCapital ~~Ahmet~~Resources ~~Demir~~● ~~Bingol, valued~~Capital atExpenditures ~~$166,141~~● ~~(based~~Going onConcern ~~the~~● ~~Black~~Critical ~~Scholes~~Accounting ~~valuation~~Policies ~~model~~● onOff-Balance ~~the~~Sheet date of grant), pursuant to his Employment Agreement. The warrants are exercisable for a period of ten years at $0.50 per share in whole or in part, as either a cash exercise or as a cashless exercise, and fully vest at grant date.Arrangements

~~On February~~General ~~24, 2022, Mr. Bingol entered into a separation agreement whereby he will terminate his employment effective April 15, 2022. He received no severance payment~~ and ~~there~~administrative ~~were~~expenses noconsist ~~disagreements between he or the Company. A total of 300,000 warrants have vested with~~primarily ~~the remaining 398,830 unvested warrants expiring. As a result~~ of ~~Mr.~~personnel ~~Bingol’s~~costs ~~termination,~~and ~~the~~professional ~~Company~~fees ~~reversed~~required ~~the~~to ~~remaining~~support ~~warrant modification~~our ~~balance~~operations ofand ~~$94,101 during the year ended December 31, 2022~~growth.

~~On February~~Depending 1,on ~~2022,~~ the ~~Company~~extent ~~granted~~of 30our future growth,~~000~~ we ~~warrants~~may toexperience ~~purchase~~significant 30strain on our management,~~000~~ ofpersonnel, ~~the~~and ~~Company’s~~information ~~common~~systems. ~~stock~~We towill aneed ~~third~~to ~~party~~implement ~~for~~and ~~consulting~~improve operational, ~~services~~financial, ~~valued~~and atmanagement ~~$13,547~~information ~~(based~~systems. onIn ~~the~~addition, ~~Black~~we ~~Scholes~~are ~~valuation~~implementing ~~model~~new oninformation ~~the~~systems ~~date~~that ofwill ~~grant)~~provide better record-keeping. However, ~~The~~there ~~options~~can ~~are~~be ~~exercisable~~no ~~for~~assurance athat ~~period of~~our ~~three~~management ~~years~~resources ator ~~$1.00~~information ~~per~~systems ~~share~~will inbe ~~whole~~sufficient orto manage any future growth in ~~part~~our business, and ~~fully~~the ~~vest~~failure atto ~~grant~~do ~~date~~so could have a material adverse effect on our business, results of operations and financial condition.

~~On March~~Results ~~29, 2022, the Board~~ of Directors approved the granting of 400,000 warrants, with effect from April 1, 2022, convertible to the Company’s common shares with an exercise price of $1.10, valued at $290,276 (based on the Black Scholes valuation model on the date of grant), to our acting CEO and Chairman Joseph V. Pergolizzi Jr., MD through his company, CreoMed, Inc. with an expiration period of 10 years. These warrants were issued as compensation for the first quarter to Joseph V. Pergolizzi Jr., MD.Operations

~~On August~~Year 1,Ended ~~2022,~~December ~~based on a revised agreement signed by the relevant parties~~31, ~~the~~2024 ~~Company~~Compared ~~granted 60,000 warrants~~ to ~~purchase 60,000 of~~ ~~the~~Year ~~Company’s~~Ended ~~common~~December ~~stock to a third party for consulting services~~31, valued at $7,632 (based on the Black Scholes valuation model on the date of grant). The options are exercisable for a period of three years at $1.10 per share in whole or in part, and fully vest at grant date.2023

~~On September~~The 1,following ~~2022,~~discussion ~~the~~represents ~~Company~~a ~~granted~~comparison of ~~300,000~~our ~~warrants~~results toof ~~purchase~~operations ~~300,000~~for of the ~~Company’s~~years ~~common~~ended ~~stock~~December to31, a2024 ~~third~~and ~~party~~2023. ~~for consulting~~The ~~services,~~results ~~valued~~of atoperations ~~$60,916~~for ~~(based~~the onperiods ~~the~~shown ~~Black~~in ~~Scholes~~our ~~valuation~~audited consolidated ~~model~~financial onstatements ~~the~~are ~~date~~not ofnecessarily ~~grant).~~indicative ~~The~~of ~~options~~operating ~~are~~results ~~exercisable~~ for athe entire period. In the opinion of ~~four~~management, the ~~years~~audited atconsolidated ~~$1.10~~financial ~~per~~statements ~~share~~recognize inall ~~whole~~adjustments orof ina ~~part~~normal ~~and~~recurring ~~vest~~nature ~~50%~~considered innecessary ~~six~~to ~~months~~fairly ~~and~~state our ~~the~~financial ~~remaining~~position, ~~50%~~results inof ~~twelve~~operations ~~months~~and ~~from~~ cash flows for the ~~grant~~periods ~~date~~presented.

	Year Ended			Year Ended
	December 31, 2024			December 31, 2023

Net revenues	$	-		$	-
Cost of sales		-			-
Gross Profit		-			-
Operating expenses		96,513			230,241
Other expense		3,971			574,780
Net loss before income taxes	$	(100,484	)	$	(805,021	)

On April 3, 2023, the Company granted 3,333,333 warrants to purchase 3,333,333 of the Company’s common stock to Jim Holt, the Company’s previous CEO, valued at $1,597,635 (based on the Black Scholes valuation model on the date of grant). The options are exercisable for a period of seven years at $0.03 per share in whole or in part and vest immediately. On December 13, 2023, Mr. Holt, entered into a cancellation agreement whereby a total of 100,000 warrants, valued at $45,763 (based on the Black Scholes valuation model on the date of grant) have vested with the remaining 3,233,333 warrants cancelled. The warrants are exercisable for a period of three years at $0.03 per share in whole or in part and vest immediately.Revenues

~~Limited Operating~~For ~~History;~~the ~~Need~~years ~~for~~ended ~~Additional~~December ~~Capital~~31, 2023 and 2022, we had no revenues.

~~There is~~Cost ~~limited historical financial information about us on which to base an evaluation~~ of our performance. We have not finalized development of our planned SOLACE device, nor have we generated any cash flow from operations. The Company’s cash position may not be sufficient to support the Company’s daily operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must receive additional capital. We have no assurance that future financing will materialize. If that financing is not available, we may be unable to continue operations.Sales

~~Overview~~For the years ended December 31, 2023 and 2022, we had no cost of ~~Presentation~~sales.

~~The following Management’s Discussion and Analysis (“MD&A”) or Plan of Operations includes the following sections:~~14

●Operating ~~Results of Operations ● Liquidity and Capital Resources ● Capital Expenditures ● Going Concern ● Critical Accounting Policies ● Off-Balance Sheet Arrangements~~expenses

~~General~~Operating expenses decreased by $133,728, or 58.1%, ~~and~~to ~~administrative~~$96,513 ~~expenses~~for ~~consist~~year ended December 31, 2024 from $230,241 for the year ended December 31, 2023 primarily due to a decrease in stock based compensation of ~~personnel~~$76,111, research and development costs of $1,500, consulting fees of $32,966, insurance costs of $20,492, and depreciation costs of $17,250, offset partially by professional fees ~~required~~of to$4,296, ~~support~~travel ~~our~~costs ~~operations~~of $6,394, and ~~growth~~general and administration costs of $3,901 as a result of reorganizing our administrative infrastructure.

~~Depending on~~For the ~~extent~~year ofended ~~our~~December ~~future~~31, ~~growth~~2023, we ~~may~~had ~~experience~~general and ~~significant~~administrative ~~strain~~expenses onof ~~our management~~$96,482 ~~personnel,~~primarily ~~and~~due ~~information systems. We will need~~ to ~~implement~~professional ~~and~~fees ~~improve~~of ~~operational~~$36, ~~financial~~499, ~~and~~consulting ~~management~~fees ~~information~~of ~~systems. In addition~~$52,095, wetravel ~~are~~costs ~~implementing~~of ~~new information~~$6,419, ~~systems~~and ~~that~~general ~~will~~and ~~provide~~administration ~~better~~costs ~~record-keeping.~~of ~~However~~$1,500 ~~there~~as ~~can~~a beresult noof ~~assurance~~reorganizing ~~that~~ our ~~management~~administrative ~~resources~~infrastructure ordue ~~information systems will be sufficient~~ to ~~manage~~refocusing ~~any future growth in~~ our ~~business,~~ personnel and ~~the~~marketing ~~failure~~initiatives to dogenerate soanticipated ~~could~~sales ~~have a material adverse effect on our business, results of operations and financial condition~~growth.

~~Results~~For the year ended December 31, 2023, we had research and development costs of ~~Operations~~$1,500, stock based compensation of $76,111, and general and administrative expenses of $152,630 primarily due to professional fees of $32,203, depreciation costs of $17,250, consulting fees of $85,061, insurance costs of $20,492, and general and administration costs of $(2,376) as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.

~~Year Ended~~Other ~~December 31, 2023 Compared to Year Ended December 31, 2022~~Expense

~~The following~~Other ~~discussion~~expense ~~represents a comparison of our results of operations~~ for the ~~years~~year ended December 31, 2023 ~~and~~of ~~2022.~~$3,971 ~~The~~is ~~results~~ comprised of ~~operations~~interest ~~for~~expense. ~~the~~Other ~~periods~~expense ~~shown~~for inthe ~~our~~year ~~audited~~ended ~~consolidated~~December ~~financial~~31, ~~statements~~2023 ~~are~~of ~~not~~$574,780 ~~necessarily~~is ~~indicative~~comprised of ~~operating results~~impairment ~~for~~of ~~the~~assets ~~entire~~of ~~period.~~$76,008, Ininventory ~~the~~adjustment ~~opinion~~ of ~~management~~$40,175, ~~the~~and ~~audited~~settlement ~~consolidated~~of ~~financial~~dispute ~~statements~~of ~~recognize~~$500,000, ~~all~~offset ~~adjustments~~partially ofby a ~~normal recurring~~gain ~~nature~~on ~~considered~~settlement of ~~necessary~~shares tofor ~~fairly~~services ~~state~~of ~~our financial position~~$18,000 ~~results of operations~~ and ~~cash~~other ~~flows~~income ~~for~~of ~~the periods presented~~$23,403.

	Year Ended			Year Ended
	December 31, 2023			December 31, 2022
Net revenues	$	-		$	-
Cost of sales		-			-
Gross Profit		-			-
Operating expenses		230,241			920,515
Other expense		574,780			-
Net loss before income taxes	$	(805,021	)	$	(920,515	)

Net loss before income taxes

15Net loss before income for year ended December 31, 2024 totaled $100,484 primarily due to (increases/decreases) in professional fees, consulting fees, travel costs, and general and administration costs compared to a loss of $805,021 for year ended December 31, 2023 primarily due to (increases/decreases) in professional fees, consulting fees, stock based compensation, depreciation, insurance costs, research and development costs, and general and administration costs.

~~Revenues~~Assets and Liabilities

~~For~~Assets were $20,581 as of December 31, 2024. Assets ~~the~~consisted ~~years~~primarily ~~ended~~of cash of $13,586 and other current assets of $6,995. Liabilities were $44,021 as of December 31, 2023. Liabilities consisted primarily of accounts payable and ~~2022~~accrued expenses of $33,344, weshort-term ~~had~~note nopayable ~~revenues~~of $9,627, and other current liabilities of $1,050.

~~Cost~~In the 4th quarter of 2023, the Company determined that the third party manufacturer of ~~Sales~~its SOLACE device was unable to deliver the remaining SOLACE devices and that it may not be economically feasible to pursue the manufacturer for the return of the tooling and deposits. As a result, the Company determined that the value of the tooling and deposits related to its SOLACE device was $0 and recorded an impairment of assets totaling $76,008 in the year ended December 31, 2023 and is classified in other expenses in the consolidated Statements of Operations.

~~For the~~Liquidity ~~years ended December 31, 2023~~ and ~~2022,~~Capital ~~we had no cost of sales.~~Resources

~~Operating expenses~~Going Concern

~~Operating~~The accompanying consolidated financial statements ~~expenses~~have ~~decreased~~been byprepared ~~$690,274,~~assuming orthe ~~75.0%,~~Company towill ~~$230,241~~continue ~~for~~as ~~year~~a ~~ended~~going ~~December~~concern, 31which contemplates, ~~2023~~among ~~from~~other ~~$920~~things,~~515~~ ~~for~~ the ~~year~~realization ~~ended~~of ~~December 31,~~assets ~~2022~~and ~~primarily~~satisfaction ~~due~~of toliabilities ain ~~decrease~~the innormal ~~stock~~course ~~based~~of ~~compensation~~business. The Company had an accumulated deficit of $~~171~~4,~~812~~530,792 ~~compensation~~at ~~costs~~December ~~of $43~~31,~~288~~ 2024, ~~research~~had ~~and~~working ~~development~~capital ~~costs~~ deficit of $7423,~~860,~~440 ~~consulting~~at ~~fees~~December of31, ~~$102~~2024,~~833,~~ ~~professional~~had ~~fees~~net losses of $~~133~~100,~~790~~484 and $805,021 ~~travel~~for ~~costs~~the ofyears $1ended December 31,~~661~~ 2024 and 2023, ~~insurance~~respectively, ~~costs~~and net cash used in operating activities of $~~123~~89,~~935,~~370 and ~~general~~$76,529 for the years ended December 31, 2024 and ~~administration~~2023, ~~costs~~respectively, ofwith ~~$38~~no revenue earned since inception,~~095~~ asand a ~~result~~lack of ~~reorganizing~~operational ~~our~~history. ~~administrative~~These ~~infrastructure~~matters raise substantial doubt about the Company’s ability to continue as a going concern.

For the year ended December 31, 2023, we had research and development costs of $1,500, stock based compensation of $76,111, and general and administrative expenses of $152,630 primarily due to professional fees of $32,203, depreciation costs of $17,250, consulting fees of $85,061, insurance costs of $20,492, and general and administration costs of $(2,376) as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.15

~~For~~ While the ~~year~~Company ~~ended~~is ~~December~~attempting ~~31,~~to ~~2022~~expand operations and increase revenues, wethe ~~had~~Company’s ~~research~~cash ~~and~~position ~~development~~may ~~costs~~not ofbe ~~$76,360~~significant ~~and~~enough ~~general~~to ~~and~~support ~~administrative~~the ~~expenses~~Company’s ofdaily ~~$844,155~~operations. ~~primarily~~Management ~~due~~intends to ~~professional~~raise ~~fees~~additional funds by way of ~~$165,993,~~a ~~compensation~~public ~~costs~~offering ofor ~~$43,288,~~an ~~depreciation~~asset ~~costs~~sale oftransaction. ~~$17,102,~~Management ~~consulting~~believes ~~fees~~that ofthe ~~$187,894,~~actions ~~insurance~~presently ~~costs~~being oftaken ~~$144,427,~~to ~~travel~~further ~~costs~~implement ofits ~~$1,686,~~business ~~stock-based~~plan ~~compensation~~and generate revenues provide the opportunity for the Company to continue as a going concern. While management believes in the viability of ~~$247,923,~~its ~~and~~strategy ~~general~~to generate revenues and ~~administration~~in ~~costs~~its ofability ~~$35~~to raise additional funds or transact an asset sale,~~842~~ there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

~~Other~~The consolidated financial statements do not include ~~Expense~~any adjustments that might be necessary if we are unable to continue as a going concern.

~~Other expense~~General ~~for~~– ~~the~~Overall, ~~year~~we ~~ended~~had a ~~December~~increase ~~31,~~in ~~2023~~cash offlows ~~$574,780~~for isyear ~~comprised~~ended ofDecember ~~impairment~~31, of2024 ~~assets~~ of $7611,~~008,~~155 ~~inventory~~resulting ~~adjustment~~from ofcash ~~$40,175, and~~provided ~~settlement~~by offinancing ~~dispute~~activities of $~~500~~100,~~000~~525, offset partially by acash ~~gain~~used onin ~~settlement~~operating ofactivities ~~shares for services~~ of $1889,~~000 and other income of $23,403~~370. ~~Other expense for the year ended December 31, 2022 was none.~~

~~Net~~The following is a summary of our cash flows provided ~~loss~~by ~~before~~(used ~~income~~in) ~~taxes~~operating, investing, and financing activities during the periods indicated:

Net loss before income for year ended December 31, 2023 totaled $805,021 primarily due to (increases/decreases) in professional fees, consulting fees, stock based compensation, depreciation, insurance costs, research and development costs, and general and administration costs compared to a loss of $920,515 for year ended December 31, 2022 primarily due to (increases/decreases) in compensation costs, professional fees, consulting fees, depreciation, insurance costs, research and development costs, and general and administration costs.

	Year Ended			Year Ended
	December 31, 2024			December 31, 2023

Net cash provided by (used in):
Operating activities	$	(89,370	)	$	(76,529	)
Investing activities		-			-
Financing activities		100,525			9,102
	$	11,155		$	(67,427	)

16Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

~~Assets~~Cash Flows from Operating Activities – For the year ended December 31, 2024, net cash used in operations was $89,370 compared to net cash used in operations of $76,529 for the year ended December 31, 2023. Net cash used in operations was primarily due to a net loss of $100,484 for the year ended December 31, 2024 and ~~Liabilities~~the changes in operating assets and liabilities of $11,114, primarily due to accounts payable and accrued expenses of $17,059 and other current liabilities of $1,050, offset partially by other current assets of $6,995.

~~Assets were~~For ~~$2,431~~the asyear ofended December 31, 2023., ~~Assets~~net ~~consisted~~cash used ~~primarily~~in operations of ~~cash~~$76,529 was primarily due to a net loss of $2805,~~431.~~021 ~~Liabilities~~and ~~were~~the changes in operating assets and liabilities of $~~525~~59,~~387~~123, primarily asdue to other current assets of ~~December~~$92,170 31and inventory of $40,175, ~~2023. Liabilities~~offset ~~consisted~~partially ~~primarily~~by short-term notes payable of $31,192 and accounts payable and accrued expenses of $1642,~~285~~030. In addition, ~~short-term~~net ~~note~~cash ~~payable~~used in operating activities includes adjustments to reconcile net profit from depreciation expense of $917,~~102~~250, ~~and~~impairment ~~short~~of ~~term –~~assets ~~share~~of $76,008, issuance of common stock in settlement of dispute of $500,000, warrants issued for services of $30,348, and stock-based compensation – related party of $45,763.

~~In the~~Cash ~~4th~~Flows ~~quarter~~from ofInvesting ~~2023, the Company determined that the third party manufacturer of its SOLACE device was unable to deliver~~Activities ~~the~~– ~~remaining~~For ~~SOLACE devices and that it may not be economically feasible to pursue~~ the ~~manufacturer~~years for the return of the tooling and deposits. As a result, the Company determined that the value of the tooling and deposits related to its SOLACE device was $0 and recorded an impairment of assets totaling $76,008 in the year ended December 31, ~~2023~~2024 and is2023, ~~classified~~net incash ~~other~~used ~~expenses~~ in ~~the~~investing ~~consolidated Statements~~was ~~of Operations~~none.

~~Liquidity~~Cash Flows from Financing Activities – For years ended December 31, 2024, net cash provided by financing was $100,525 due to the issuance of common stock for cash of $100,000 and ~~Capital~~$525 ~~Resources~~advance from shareholder. For year ended December 31, 2023, cash flows provided by financing activities was $9,102 due to advance from shareholder.

~~Going~~Financing – We expect that ~~Concern~~our current working capital position, together with our expected future cash flows from operations will be insufficient to fund our operations in the ordinary course of business, anticipated capital expenditures, debt payment requirements and other contractual obligations for at least the next twelve months. However, this belief is based upon many assumptions and is subject to numerous risks, and there can be no assurance that we will not require additional funding in the future.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $4,430,308 at December 31, 2023, had working capital deficit of $522,956 at December 31, 2023, had net losses of $805,021 and $920,515 for the years ended December 31, 2023 and 2022, respectively, and net cash used in operating activities of $76,529 and $558,426 for the years ended December 31, 2023 and 2022, respectively, with no revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern.16

~~While the~~We ~~Company~~have isno ~~attempting~~present toagreements ~~expand~~or ~~operations~~commitments ~~and~~with respect ~~increase~~to ~~revenues,~~any ~~the~~material ~~Company’s~~acquisitions ~~cash~~of ~~position~~other ~~may~~businesses, ~~not~~products, beproduct ~~significant~~rights ~~enough to~~or ~~support~~technologies ~~the~~or ~~Company’s~~any ~~daily~~other ~~operations~~material capital expenditures. However, ~~Management~~we ~~intends~~will continue to ~~raise~~evaluate ~~additional~~acquisitions ~~funds~~of byand/or ~~way~~investments ofin aproducts, ~~public~~technologies, ~~offering~~capital equipment or ~~an asset~~improvements ~~sale~~or ~~transaction.~~companies ~~Management~~that ~~believes~~complement ~~that~~our ~~the~~business ~~actions~~and ~~presently~~may ~~being~~make ~~taken~~such toacquisitions ~~further~~and/or ~~implement~~investments ~~its~~in ~~business~~the ~~plan~~future. ~~and~~Accordingly, ~~generate~~we ~~revenues~~may need to ~~provide~~obtain ~~the~~additional ~~opportunity~~sources ~~for~~of capital in the ~~Company~~future to ~~continue~~finance asany asuch ~~going~~acquisitions ~~concern~~and/or investments. ~~While~~We ~~management~~may ~~believes~~not inbe ~~the~~able ~~viability~~to ofobtain ~~its strategy to~~such ~~generate~~financing ~~revenues~~on ~~and~~commercially inreasonable ~~its~~terms, ~~ability~~if toat ~~raise~~all. ~~additional~~Due ~~funds~~to orthe ~~transact~~ongoing anglobal ~~asset~~economic ~~sale~~crisis, ~~there~~we ~~can~~believe beit nomay ~~assurances~~be difficult to ~~that~~obtain additional ~~effect~~financing ~~or on~~if ~~terms~~needed. ~~acceptable~~Even if we are able to ~~the~~obtain ~~Company.~~additional ~~The~~financing, ~~ability~~it ofmay ~~the~~contain ~~Company~~undue torestrictions ~~continue~~on asour aoperations, in ~~going~~the ~~concern~~case isof ~~dependent~~debt ~~upon~~financing, ~~the~~or ~~Company’s~~cause ~~ability to~~substantial ~~further~~dilution ~~implement~~for ~~its~~our ~~business~~shareholders, ~~plan~~in ~~and~~the ~~generate~~case ~~revenues~~of equity financing.

~~The consolidated~~Regulation ~~financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.~~D

~~General –~~On ~~Overall~~January 15, we2025, ~~had~~the aCompany ~~decrease~~initiated ina ~~cash~~Regulation D ~~flows~~offering ~~for~~to ~~years~~sell ~~ended~~up ~~December~~to 316,000,000 ~~2023~~common shares at a price of $~~67,427~~0.10 ~~resulting~~per ~~from~~share. ~~cash~~Holders ~~used~~of inthe ~~operating~~common shares will have voting rights. ~~activities~~As of ~~$76~~March 7,~~529~~ 2025, ~~offset~~a ~~partially~~total byof ~~cash~~2,750,000 ~~provided~~common byshares ~~financing~~were ~~activities~~sold to accredited investors at a price of $90.10 per common share totaling $275,~~102~~000.

~~The following~~Board ~~is a summary~~ of ~~our~~Directors ~~cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:~~Resolutions

	Year Ended			Year Ended
	December 31, 2023			December 31, 2022
Net cash provided by (used in):
Operating activities	$	(76,529	)	$	(558,426	)
Investing activities		-			-
Financing activities		9,102			100,000
	$	(67,427	)	$	(458,426	)

On April 3, 2023, by unanimous written consent, the Company’s Board of Directors granted 3,333,333 warrants to purchase 3,333,333 shares of the Company’s common stock to Mr. Jim Holt, the Company’s previous CEO and Director as compensation. The warrants are exercisable for a period of seven years at $0.03 per share in whole or in part, as either a cash exercise or as a cashless exercise, and fully vest at grant date. On December 13, 2023, Mr. Holt, entered into a cancellation agreement whereby a total of 100,000 warrants, valued at $45,763 (based on the Black Scholes valuation model on the date of grant) have vested with the remaining 3,233,333 warrants cancelled. The warrants are exercisable for a period of three years at $0.03 per share in whole or in part and vest immediately.

~~Year Ended~~Stock ~~December~~Based ~~31, 2023 Compared to Year Ended December 31, 2022~~Compensation

~~Cash Flows~~Consulting from Operating Activities – For the year ended December 31, 2023, net cash used in operations was $76,529 compared to net cash used in operations of $558,426 for the year ended December 31, 2022. Net cash used in operations was primarily due to a net loss of $805,021 for the year ended December 31, 2023 and the changes in operating assets and liabilities of $59,123, primarily due to other current assets of $92,170 and inventory of $40,175, offset partially by short-term notes payable of $31,192 and accounts payable and accrued expenses of $42,030. In addition, net cash used in operating activities includes adjustments to reconcile net profit from depreciation expense of $17,250, impairment of assets of $76,008, issuance of common stock in settlement of dispute of $500,000, warrants issued for services of $30,348, and stock-based compensation – related party of $45,763.Agreement

17On January 27, 2022 the Company hired an engineering consultant to assist in completing the design history file, updating new software, system design, pre 510(k) preparation, and testing of the SOLACE device. This work is expected to be completed by the end of September 2022 and the cost of the contract is $77,850.

~~Net cash~~On ~~used~~October in3, ~~operations~~2022, ~~was~~the ~~primarily~~Company ~~due~~entered tointo aan Independent ~~net~~Contractor ~~loss~~Services ofAgreement ~~$920,515~~(“Agreement”) ~~for~~with ~~the~~a ~~year~~third ~~ended~~party ~~December~~to ~~31,~~provide ~~2022~~professional ~~and~~services to the ~~changes in operating~~Company. ~~assets~~The ~~and~~Agreement ~~liabilities~~terminates ofJanuary ~~$70~~3,~~933,~~ ~~primarily~~2023. ~~due~~Under tothis ~~other~~Agreement, ~~current~~the ~~assets~~contractor ofwill ~~$8,974,~~be ~~inventory~~entitled ofto ~~$20,100,~~a ~~short-term~~monthly ~~notes~~consulting ~~payable~~fee of $316,~~192,~~ 000 and ~~accounts~~a ~~payable~~total ~~and accrued expenses~~ of ~~$22~~36,~~067,~~000 ~~offset~~common ~~partially~~shares, byvalued ~~other~~at ~~current liabilities of~~ $1118,~~400.~~000 In(based ~~addition, net~~on ~~cash~~the ~~used~~estimated infair ~~operating~~value ~~activities~~of ~~includes~~the ~~adjustments~~stock toon ~~reconcile~~the ~~net~~date ~~profit from depreciation expense~~ of ~~$17,102,~~grant) ~~warrants issued~~ for services rendered. ofIn ~~$342~~2023,~~024,~~ ~~options~~the ~~issued~~Agreement ~~for~~was ~~services~~mutually ofcancelled ~~$8,131,~~with ~~issuance~~no ofconsulting ~~common~~fees ~~stock~~paid ~~for~~and ~~services~~the ~~of $18~~36,000, ~~and~~common ~~warrants~~shares ~~forfeited in conjunction with compensation – related parties of $94,101~~cancelled.

~~Cash Flows~~Common ~~from Investing Activities – For the years ended December 31, 2023 and 2022, net cash used in investing was none.~~Stock

~~Cash Flows~~In ~~from~~January ~~Financing~~2024, ~~Activities~~the –Company ~~For~~issued ~~years ended December 31~~2, ~~2023~~000,000 common ~~net~~shares ~~cash provided by financing was $9,102 due~~ to ~~advance from~~two ~~shareholder.~~(2) ~~For~~affiliates ~~year~~for ~~ended~~aggregate ~~December~~gross ~~31,~~proceeds ~~2022,~~of ~~cash flows provided by financing activities was~~ $100,000 ~~due to proceeds from issuance of common stock for cash~~.

~~Financing –~~In WeJanuary ~~expect that our current working capital position~~2024, ~~together~~the ~~with~~Company ~~our~~issued ~~expected~~a ~~future~~total ~~cash flows from operations will be insufficient to fund our operations in the ordinary course~~ of ~~business~~ 10, ~~anticipated capital expenditures~~000,000 ~~debt~~common ~~payment~~shares ~~requirements and~~valued ~~other contractual obligations for~~ at ~~least the next twelve months. However~~$500,000 ~~this belief is~~ (based ~~upon~~on ~~many~~the ~~assumptions~~estimated ~~and~~fair isvalue ~~subject to~~of ~~numerous~~the ~~risks,~~stock ~~and~~on ~~there~~the ~~can~~date beof nogrant) ~~assurance~~to ~~that~~two weaffiliates ~~will not require additional funding~~ in settlement ~~the~~of ~~future~~a dispute.

~~We have~~On noOctober ~~present agreements or commitments with respect to any material acquisitions of other businesses~~3, ~~products~~2022, ~~product~~the ~~rights~~Company ~~or technologies~~entered orinto ~~any~~an Independent ~~other~~Contractor ~~material~~Services ~~capital~~Agreement ~~expenditures.~~(“Agreement”) ~~However,~~with wea ~~will~~third ~~continue~~party to ~~evaluate~~provide ~~acquisitions~~professional ofservices ~~and/or~~to ~~investments~~the inCompany. ~~products,~~The ~~technologies,~~Agreement ~~capital~~terminates ~~equipment~~January or3, ~~improvements~~2023. orUnder ~~companies~~this ~~that~~Agreement, ~~complement our business and may make such acquisitions and/or investments in~~ the ~~future.~~contractor ~~Accordingly,~~will webe ~~may~~entitled ~~need~~ to ~~obtain~~a ~~additional~~monthly ~~sources~~consulting fee of ~~capital in the future to finance any such acquisitions~~$6,000 and~~/or~~ ~~investments.~~a Wetotal ~~may~~of ~~not~~36,000 becommon ~~able to obtain such financing on commercially reasonable terms~~shares, ifvalued at ~~all.~~$18,000 ~~Due~~(based toon the ~~ongoing~~estimated ~~global economic~~fair ~~crisis,~~value weof ~~believe~~the itstock ~~may~~on bethe ~~difficult~~date toof ~~obtain~~grant) ~~additional~~for ~~financing if needed~~services rendered. ~~Even~~In ~~if we are able to obtain additional financing~~2023, it ~~may contain undue restrictions on our operations, in~~ the ~~case~~Agreement ofwas ~~debt~~mutually ~~financing,~~cancelled orwith ~~cause~~no ~~substantial~~consulting ~~dilution~~fees ~~for~~paid ~~our~~and ~~shareholders, in~~ the ~~case~~36,000 ofcommon ~~equity~~shares ~~financing~~cancelled.

~~Board of Directors Resolutions~~17

~~Acquisition~~On January 15, 2025, the Company granted 1,500,000 warrants to purchase 1,500,000 of ~~mPathix~~the Company’s common stock to each of Mr. Patrick Adams, the Company’s Acting CEO and Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued totaling $134,902 (based on the Black Scholes valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2nd anniversary from the grant date.

On ~~June~~ 28April 3, ~~2021~~2023, the Company ~~entered~~granted ~~into a Share Exchange Agreement (“Exchange Agreement”) by and among mPathix Health~~3, ~~Inc.~~333,333 ~~(formerly~~warrants ~~EMF~~to ~~Medical~~purchase ~~Devices~~3, ~~Inc.~~333,333 ashares ~~Delaware corporation) (“mPathix”) and Qualis. The closing~~ of the ~~transaction~~Company’s ~~(the “Closing”)~~common ~~took~~stock ~~place~~to onJim ~~June 29~~Holt, ~~2021 (~~the ~~“Closing~~Company’s ~~Date”).~~previous ~~On the Closing Date~~CEO, ~~pursuant~~valued toat ~~the terms of the~~$1,597,635 ~~Exchange~~(based ~~Agreement,~~on the ~~Company~~Black ~~acquired~~Scholes ~~all~~valuation ofmodel ~~the~~on ~~outstanding shares (~~the ~~“Shares”)~~date of ~~mPathix~~grant). InThe ~~exchange,~~warrants ~~the~~are ~~Company issued~~exercisable tofor ~~the~~a ~~mPathix~~period ~~shareholder’s, their designees or assigns, an aggregate~~ of ~~6,988,300~~seven ~~shares~~years ofat ~~Company~~$0.03 ~~common stock (the~~per ~~“Shares~~share ~~Component”)~~in whole or ~~93.36%~~in ofpart ~~the~~and ~~shares~~vest ofimmediately. ~~common~~On ~~stock~~December of13, ~~the~~2023, ~~Company~~Mr. ~~issued~~Holt, ~~and~~entered ~~outstanding~~into ~~after~~a ~~the~~cancellation ~~Closing~~agreement ~~(the “Share~~whereby ~~Exchange”), at~~ a ~~valuation~~ total of ~~$0.50 per share~~100,000 ~~and the Company issued~~ warrants, tovalued ~~purchase~~at ~~an additional 1~~$45,~~098,830 shares~~763 (~~698,830~~based ~~warrants~~on ~~issued to~~ the ~~Company’s~~Black ~~previous~~Scholes ~~CEO~~valuation ~~and~~model ~~400,000~~on tothe ~~CreoMed~~date ~~which~~of isgrant) ~~beneficially~~have ~~owned~~vested bywith ~~Dr.~~the ~~Joseph~~remaining ~~Pergolizzi~~3,233,333 ~~the~~warrants ~~Company’s~~cancelled. ~~acting~~The ~~CEO~~warrants ~~and~~are ~~chairman~~exercisable offor ~~the~~a ~~board)~~period of ~~the~~three ~~Company’s common stock, exercisable for 10~~ years at a $0.5003 per share ~~exercise~~in ~~price,~~whole ~~subject~~or toin ~~adjustment.~~part ~~In connection with the closing of the mPathix acquisition, the officers~~ and ~~directors~~ ~~of mPathix were appointed as the officers and directors of the Company~~vest immediately.

18Insurance Financing Agreement

~~The acquisition~~On ~~was~~July ~~accounted~~20, ~~for~~2022, ~~as a “reverse merger” and recapitalization since~~ the ~~stockholders~~Company ofentered ~~mPathix~~into ~~prior~~a loan to ~~the~~finance ~~acquisition acquired~~its adirectors ~~majority~~and ofofficer’s ~~the~~insurance ~~outstanding~~policy ~~shares~~effective ofJune ~~the~~28, ~~common~~2022. ~~stock~~The ofloan ~~the~~has ~~Company~~a ~~immediately~~principal ~~following~~balance ~~the completion~~ of ~~the~~$90,225, ~~transaction.~~bears ~~mPathix~~interest ~~was~~at ~~deemed~~8.83% toper ~~be the accounting acquirer in the transaction~~annum, and, ~~consequently,~~is ~~the~~due ~~transaction~~and ~~was~~payable ~~treated~~in asnine amonthly ~~recapitalization~~ payments of ~~mPathix~~$10,397. AsDuring ~~a result,~~ the ~~Company~~years isended ~~considered~~December ~~to be the continuation of the predecessor~~31, ~~mPathix.~~2023 ~~Accordingly, the assets~~ and ~~liabilities~~ ~~and~~2022, the ~~historical operations that are reflected in the~~ Company’s ~~consolidated~~made ~~financial~~repayments ~~statements are those~~ of ~~mPathix~~$18,456 and ~~are recorded at the historical cost basis of mPathix~~$59,033. ~~The~~In ~~Company’s~~February ~~assets~~2023, ~~liabilities and results of operations were consolidated with~~ the ~~assets,~~Company ~~liabilities~~cancelled ~~and results of operations of mPathix after consummation of~~ the ~~acquisition~~insurance policy.

~~Stock Based~~Impairment ~~Compensation~~of Assets

~~Employment~~In the 4th quarter of 2023, the Company ~~Agreement~~determined that the third party manufacturer of its SOLACE device was unable to deliver the remaining SOLACE devices and that it may not be economically feasible to pursue the manufacturer for the return of the tooling and deposits. As a result, the Company determined that the value of the tooling and deposits related to its SOLACE device was $0 and recorded an impairment of assets totaling $76,008 in the year ended December 31, 2023 and is classified in other expenses in the consolidated Statements of Operations.

~~On March~~Capital 1, 2021, Mr. Ahmet Demir Bingol, the Company’s CEO entered into an Employment Agreement with the Company, with an effective date of March 16, 2021, in which he receives an annual base salary of $250,000, plus bonus compensation not to exceed 80% of base salary. In addition, Mr. Bingol was granted 698,830 warrants to purchase 698,830 of the Company’s common stock, valued at $165,378 (based on the Black Scholes valuation model on the date of grant). The warrants are exercisable for a period of ten years at $0.50 per share in whole or in part, as either a cash exercise or as a cashless exercise, and fully vest at grant date. Mr. Bingol’s employment also provides for medical insurance, disability benefits and one year of severance pay if his employment is terminated without cause or due to a change in control. Mr. Bingol’s compensation was approved by the Company’s Board of Directors on March 1, 2021.Expenditures

~~On February~~Other ~~24,~~Capital 2022, Mr. Bingol, the Company’s previous CEO, entered into a separation agreement whereby he will terminate his employment effective April 15, 2022. He received no severance payment and there were no disagreements between he or the Company. A total of 300,000 warrants have vested with the remaining 398,830 unvested warrants expiring. As a result of Mr. Bingol’s termination, the Company reversed the remaining warrant modification balance of $94,101 during the year ended December 31, 2022.Expenditures

~~Consulting~~We expect to purchase approximately $30,000 of ~~Agreement~~equipment in connection with the expansion of our business during the next twelve months.

~~On January~~Fiscal ~~27,~~year 2022 the Company hired an engineering consultant to assist in completing the design history file, updating new software, system design, pre 510(k) preparation, and testing of the SOLACE device. This work is expected to be completed by the end ~~of September 2022 and the cost of the contract is $77,850.~~

~~On October~~Our 3,fiscal ~~2022,~~year ~~the~~end ~~Company~~is ~~entered~~December ~~into an Independent Contractor Services Agreement (“Agreement”) with a third party to provide professional services to the Company~~31. The Agreement terminates January 3, 2023. Under this Agreement, the contractor will be entitled to a monthly consulting fee of $6,000 and a total of 36,000 common shares, valued at $18,000 (based on the estimated fair value of the stock on the date of grant) for services rendered. In 2023, the Agreement was mutually cancelled with no consulting fees paid and the 36,000 common shares cancelled.

~~Common Stock~~Critical Accounting Policies

~~In January~~Refer ~~2024,~~to ~~the~~Note ~~Company~~3 ~~issued~~in ~~2,000,000~~the ~~common~~accompanying ~~shares~~notes to ~~two~~the consolidated ~~(2)~~financial ~~affiliates~~statements for ~~aggregate~~critical ~~gross~~accounting ~~proceeds of $100,000~~policies.

~~In January~~Recent ~~2024,~~Accounting ~~the Company issued a total of 10,000,000 common shares valued at $500,000 (based on the estimated fair value of the stock on the date of grant) to two affiliates in settlement of a dispute.~~Pronouncements

~~On October~~Refer ~~3, 2022, the Company entered into an Independent Contractor Services Agreement (“Agreement”) with a third party~~ to ~~provide~~ ~~professional~~Note ~~services to the Company. The Agreement terminates January~~ 3, ~~2023.~~in ~~Under this Agreement,~~ the ~~contractor~~accompanying ~~will~~notes ~~be entitled~~ to ~~a monthly consulting fee of $6,000 and a total of 36,000 common shares, valued at $18,000 (based on~~ the ~~estimated fair value~~ ofconsolidated ~~the~~financial ~~stock on the date of grant) for services rendered~~statements. ~~In 2023, the Agreement was mutually cancelled with no consulting fees paid and the 36,000 common shares cancelled.~~

19Contractual Obligations and Off-Balance Sheet Arrangements

OnRefer to Note 10 in the ~~July~~accompanying ~~20,~~notes ~~2022,~~to the ~~Company~~consolidated ~~issued~~financial ~~200,000~~statements ~~common~~for ~~shares~~future tocontractual anobligations ~~affiliate~~and ~~for~~commitments. ~~aggregate~~Future ~~gross~~contractual ~~proceeds~~obligations and commitments are based on the terms of ~~$100,000~~the relevant agreements and appropriate classification of items under U.S. GAAP as currently in effect. Future events could cause actual payments to differ from these amounts.

~~Warrants~~We incur contractual obligations and financial commitments in the normal course of our operations and financing activities. Contractual obligations include future cash payments required under existing contracts, such as debt and lease agreements. These obligations may result from both general financing activities and from commercial arrangements that are directly supported by related operating activities. Details on these obligations are set forth below.

On March 16, 2021, the Company granted 698,830 warrants to purchase 698,830 shares of the Company’s common stock to Ahmet Demir Bingol, valued at $166,141 (based on the Black Scholes valuation model on the date of grant), pursuant to his Employment Agreement. The warrants are exercisable for a period of ten years at $0.50 per share in whole or in part, as either a cash exercise or as a cashless exercise, and fully vest at grant date.18

~~On February~~Off-Balance ~~24,~~Sheet 2022, Mr. Bingol entered into a separation agreement whereby he will terminate his employment effective April 15, 2022. He received no severance payment and there were no disagreements between he or the Company. A total of 300,000 warrants have vested with the remaining 398,830 unvested warrants expiring. As a result of Mr. Bingol’s termination, the Company reversed the remaining warrant modification balance of $94,101 during the year ended December 31, 2022.Arrangements

~~On February~~As 1,of ~~2022,~~December ~~the Company granted 30~~31,~~000~~ ~~warrants to purchase 30~~2024,~~000~~ ofwe ~~the~~have ~~Company’s~~not ~~common~~entered ~~stock to a third party for consulting~~into ~~services,~~any ~~valued at $13~~transaction,~~547~~ ~~(based~~agreement onor ~~the~~other ~~Black~~contractual ~~Scholes~~arrangement ~~valuation~~with ~~model~~an onentity ~~the~~unconsolidated ~~date~~under ofwhich ~~grant).~~it ~~The options are exercisable for a period of three years at $1.00 per share in whole or in part.~~has:

~~On March~~● ~~29,~~a ~~2022,~~retained ~~the~~or ~~Board~~contingent ofinterest ~~Directors~~in ~~approved~~assets transferred to the ~~granting~~unconsolidated ofentity ~~400,000~~or ~~warrants,~~similar ~~with~~arrangement ~~effect~~that ~~from~~serves ~~April~~as 1,credit; ~~2022,~~● ~~convertible~~liquidity or market risk support to ~~the Company’s~~such ~~common~~entity ~~shares~~for ~~with~~such assets; ● an ~~exercise~~obligation, ~~price~~including ofa ~~$1.10~~contingent obligation, ~~valued~~under ata ~~$290,276~~contract ~~(based~~that onwould ~~the~~be ~~Black~~accounted ~~Scholes~~for ~~valuation~~as ~~model~~a onderivative ~~the date~~instrument; ofor ~~grant)~~● an obligation, toincluding ~~our~~a ~~acting~~contingent ~~CEO~~obligation, ~~and~~arising ~~Chairman~~out ~~Joseph~~of V.a ~~Pergolizzi~~variable ~~Jr.,~~interest MDin ~~through~~an ~~his~~unconsolidated ~~company,~~entity ~~CreoMed~~that ~~Inc~~is ~~with~~held anby, ~~expiration~~and ~~period of~~material 10to ~~years.~~us, ~~These~~where ~~warrants~~such ~~were~~entity ~~issued~~provides asfinancing, ~~compensation~~liquidity, ~~for~~market ~~the~~risk ~~first~~or ~~quarter~~credit risk support to ~~Joseph~~or V.engages ~~Pergolizzi~~in ~~Jr.~~leasing, MDhedging, or research and development services with us.

On August 1, 2022, the Company granted 60,000 warrants to purchase 60,000 of the Company’s common stock to a third party for consulting services, valued at $7,632 (based on the Black Scholes valuation model on the date of grant). The options are exercisable for a period of three years at $1.10 per share in whole or in part, and fully vest at grant date.Inflation

~~On September~~We 1,do ~~2022,~~not ~~the~~believe ~~Company~~that ~~granted~~inflation ~~300,000~~has ~~warrants~~had ~~to purchase 300,000 of the Company’s common stock to~~ a ~~third party for~~material ~~consulting~~effect ~~services, valued at $60,916 (based~~ on ~~the~~our ~~Black~~results ~~Scholes valuation model on the date~~ of ~~grant)~~operations. ~~The options are exercisable for a period of four years at $1.10 per share in whole or in part and vest 50% in six months and the remaining 50% in twelve months from the grant date.~~

~~On April~~Item 3, 2023, the Company granted 3,333,333 warrants to purchase 3,333,333 shares of the Company’s common stock to Jim Holt, the Company’s previous CEO, valued at $1,597,635 (based on the Black Scholes valuation model on the date of grant)7A. ~~The~~Quantitative ~~warrants are exercisable for a period of seven years at $0.03 per share in whole or in part~~ and ~~vest~~Qualitative ~~immediately.~~Disclosure OnAbout ~~December~~Market 13, 2023, Mr. Holt, entered into a cancellation agreement whereby a total of 100,000 warrants, valued at $45,763 (based on the Black Scholes valuation model on the date of grant) have vested with the remaining 3,233,333 warrants cancelled. The warrants are exercisable for a period of three years at $0.03 per share in whole or in part and vest immediately.Risk

~~Insurance~~We are a smaller reporting company as defined ~~Financing~~by ~~Agreement~~Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

~~On July~~Item ~~20, 2022, the Company entered into a loan to finance its directors and officer’s insurance policy effective June 28, 2022. The loan has a principal balance of $90,225, bears interest at~~ 8.~~83%~~ ~~per~~Financial ~~annum,~~Statements and isSupplementary due and payable in nine monthly payments of $10,397. During the years ended December 31, 2023 and 2022, the Company made repayments of $18,456 and $59,033. In February 2023, the Company cancelled the insurance policy.Data

20The financial statements and supplementary financial information which are required to be filed under this item are presented under Item 15. Exhibits, Financial Statement Schedules and Reports on Form 10-K in this document, and are incorporated herein by reference.

~~Impairment of~~Item ~~Assets~~9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

In the 4th quarter of 2023, the Company determined that the third party manufacturer of its SOLACE device was unable to deliver the remaining SOLACE devices and that it may not be economically feasible to pursue the manufacturer for the return of the tooling and depositsNone. As a result, the Company determined that the value of the tooling and deposits related to its SOLACE device was $0 and recorded an impairment of assets totaling $76,008 in the year ended December 31, 2023 and is classified in other expenses in the consolidated Statements of Operations.

~~Capital Expenditures~~Item 9A. Controls and Procedures

~~Other Capital~~Evaluation ~~Expenditures~~of Disclosure Controls and Procedures

Disclosure Controls and Procedures. We ~~expect~~maintain disclosure controls and procedures designed to ~~purchase~~ensure ~~approximately~~that ~~$30,000~~information required to be disclosed in our reports filed under the Securities Exchange Act of ~~equipment~~1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported accurately, in ~~connection~~accordance with U.S. Generally Accepted Accounting Principles and within the required time periods, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, who is also our acting Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure. As of the end of the period covered by this report (December 31, 2024), we carried out an evaluation, under the supervision and with the ~~expansion~~participation of our ~~business~~management, ~~during~~including our Chief Executive Officer, and our Chief Financial Officer, of the ~~next~~effectiveness ~~twelve~~of ~~months~~the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of the end of the period covered by this Annual Report on Form 10-K our disclosure controls and procedures were not effective to enable us to accurately record, process, summarize and report certain information required to be included in the Company’s periodic SEC filings within the required time periods, and to accumulate and communicate to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~Fiscal year end~~19

~~Our fiscal~~Changes ~~year~~in ~~end~~Internal ~~is December 31.~~Controls

~~Critical~~There have been no changes in our internal controls ~~Accounting~~over ~~Policies~~financial reporting during the quarter ended December 31, 2024 that have materially affected or are reasonably likely to materially affect our internal controls.

~~Refer to~~Item ~~Note~~9B. 3Other ~~in the accompanying notes to the consolidated financial statements for critical accounting policies.~~Information

~~Recent~~There have been no events required to be reported ~~Accounting~~under ~~Pronouncements~~this Item.

~~Refer to~~PART ~~Note 3 in the accompanying notes to the consolidated financial statements.~~III

~~Contractual Obligations~~Item ~~and~~10. ~~Off-Balance~~Directors, ~~Sheet~~Executive ~~Arrangements~~Officers and Corporate Governance

~~Refer to~~The ~~Note~~following 10table insets forth the ~~accompanying~~names, ~~notes~~ages, and tobiographical ~~the~~information ~~consolidated~~of ~~financial~~each ~~statements~~of ~~for~~our ~~future~~current ~~contractual~~directors ~~obligations~~and executive officers and ~~commitments.~~the ~~Future contractual~~positions ~~obligations~~with ~~and~~the ~~commitments~~Company held by each person. Our executive officers are ~~based~~elected onannually by the ~~terms~~board of ~~the~~directors. ~~relevant~~The ~~agreements~~directors ~~and~~serve ~~appropriate~~one-year ~~classification~~terms ofuntil ~~items~~their ~~under U~~successors are elected.S. The ~~GAAP~~executive asofficers ~~currently~~serve interms ~~effect~~of one year or until their death, resignation or removal by the board of directors. ~~Future~~Unless ~~events~~described below, ~~could~~there ~~cause~~are ~~actual~~no ~~payments~~family torelationships ~~differ~~among ~~from~~any ~~these~~of ~~amounts~~the directors and officers.

We incur contractual obligations and financial commitments in the normal course of our operations and financing activities. Contractual obligations include future cash payments required under existing contracts, such as debt and lease agreements. These obligations may result from both general financing activities and from commercial arrangements that are directly supported by related operating activities. Details on these obligations are set forth below.

Name	Age	Position	Director Since
Patrick Adams ⁽¹⁾	63	Acting CEO and Chairman of the Board	November 2023
Ulderico Conte ⁽⁶⁾	54	Director of Acquisitions and Board Member	November 2023
Jim Holt ⁽²⁾	66	Board Member	June 2021
Robert Bilkovski, MD	45	Chief Scientific Officer	July 2021
Madding King III ⁽⁵⁾	44	Board Member	June 2021
Dr. Joseph V. Pergolizzi, Jr ⁽³⁾	52	Acting CEO and Chairman of the Board	October 2021
John Ballard ⁽⁴⁾	62	Chief Financial Officer and board member	August 2019

Off-Balance Sheet Arrangements

(1)	Mr. Adams was appointed Acting CEO and Chairman of the Board on November 17, 2023.
(2)	Mr. Holt resigned from all positions in the Company on August 16, 2023.
(3)	Dr. Pergolizzi resigned from all positions in the Company on December 30, 2022.
(4)	Mr. Ballard resigned from all positions in the Company on January 7, 2023.
(5)	Mr. King resigned from all positions in the Company on November 15, 2022.
(6)	Mr. Conte was appointed Director of Acquisitions and Board Member on November 17, 2023

AsPatrick Adams – Mr. Adams is the Acting CEO and Chairman of ~~December~~the ~~31,~~Board ~~2023,~~for weFamily ~~have~~Office. ~~not~~Mr. ~~entered~~Adams ~~into~~has ~~any~~been ~~transaction,~~an ~~agreement~~executive orin ~~other~~the ~~contractual~~financial ~~arrangement~~services ~~with~~industry anfor ~~entity~~over ~~unconsolidated~~38 ~~under~~years. ~~which~~Since it2008, Mr. Adams has: been the CEO of PVG Asset Management Corporation.

●The aCompany ~~retained~~believes ~~or contingent interest in assets transferred to the unconsolidated entity or similar arrangement~~ that ~~serves~~Mr. asAdams ~~credit;~~is ~~● liquidity or market risk support~~ qualified to ~~such~~serve ~~entity for such assets; ● an obligation, including a contingent obligation, under a contract that would be accounted for~~ as a ~~derivative~~director ~~instrument;~~due orto ●his anexperience ~~obligation, including a contingent obligation, arising out of a variable interest~~ in anthe ~~unconsolidated~~capital ~~entity~~markets ~~that is held by,~~ and ~~material to us, where such entity provides financing, liquidity, market risk~~ /or ~~credit~~the ~~risk~~medical ~~support~~field toand orhis ~~engages~~general inbusiness ~~leasing,~~experience ~~hedging, or research~~ and ~~development services with us~~knowledge.

21Ulderico Conte – Mr. Conte has been in the financial services sector for over 30 years and most recently, since 2017 he is the owner and CEO of CM Capital Partners, a wealth management firm. He was head of Capital markets for Aeon Capital Inc from 2018 until 2022, and then Managing Director of Investment Banking for CIM Securities LLC since September of 2022.

~~Inflation~~20

~~We do~~Board ~~not believe that inflation has had a material effect on our results of operations.~~Composition

~~Item~~Our By-Laws provide that the Board of Directors 7Ashall consist of not less than one nor more than fifteen directors. ~~Quantitative~~Each director of the Company serves until his successor is elected and ~~Qualitative~~qualified, ~~Disclosure~~subject ~~About~~to ~~Market~~removal ~~Risk~~by the Company’s majority shareholders. Each officer shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board of Directors, and shall hold his office until his successor is elected and qualified, or until his earlier resignation or removal. Presently, Board members receive 25,000 restricted common shares for their service and serve for a period of one year whereby through the annual meeting new directors may be elected. The role of the board is to advise on both financial and product matters. Additionally, the board must approve major decisions involving new products, potential acquisitions or funding matters.

~~We are~~No aCommittees ~~smaller reporting company as defined by Rule 12b-2~~ of the ~~Securities~~Board ~~Exchange Act~~ of ~~1934~~Directors; ~~and are not required to provide the information~~No ~~under~~Financial ~~this item.~~Expert

~~Item~~We do not presently have a separately constituted 8audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors, nor do we have (i) any directors that would qualify as independent under relevant SEC or securities exchange rules, (ii) an audit committee, or (iii) a financial expert. ~~Financial~~Management ~~Statements~~has determined not to establish an audit committee at present because our limited resources and limited ~~Supplementary~~operating ~~Data~~activities do not warrant the formation of an audit committee or the expense of doing so. As such, our entire Board of Directors acts as our audit committee. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Section 407 of the Sarbanes-Oxley Act of 2002 and Item 407(d) of Regulation S-K is beyond our limited financial resources and the financial skills of such an expert are not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in our consolidated financial statements at this stage of our development.

~~The financial~~Advisory statements and supplementary financial information which are required to be filed under this item are presented under Item 15. Exhibits, Financial Statement Schedules and Reports on Form 10-K in this document, and are incorporated herein by reference.Board

~~Item~~The Company has also formed an Advisory Board 9of individuals with expertise relevant to the medical device, medical, and electronics industries. ~~Changes~~The advisory board was selected from individuals who were familiar with our medical device either through using the LCMD device or assisted in ~~and~~the ~~Disagreements~~development of our current medical device. The following members have had experience with ~~Accountants~~the LCMD device in using the device in their practice these individuals include Dr. Ben Edwards and Vanessa Burbage. The Advisory Board’s role is to review our device design plans, and assist in the development of our medical device product the SOLACE. The members of our advisory board serve for a period of two years and are not compensated for being on ~~Accounting~~the board but have received compensation for their consulting in the testing, engineering and ~~Financial~~designing ~~Disclosure~~of our product. The Advisory Board has no ability to bind the Company, nor are its members fiduciaries or other agents of the Company.

~~None~~Dr. Ben Edwards – Dr. Edwards currently works as the medical director of Veritas Medical where he has been employed since 2010. Veritas Medical is a nutrition and lifestyle focused clinic. He graduated from Baylor University in 1993 with a B.A. in Biology and then received his Medical Degree from the University of Texas-Houston Medical School in 2002. He completed his family practice residency in 2005 at McLennan County Medical Education and Research Foundation in Waco, TX where he was Chief Resident. Upon completion of his medical training, Dr. Edwards was the sole physician in the county at Garza County Health Clinic, garnering notoriety from the Lubbock Avalanche Journal, Texas Monthly, and the Washington Post for his very successful operation of a rural county health clinic. In 2012, Dr. Edwards founded Veritas Medical where he and his team have successfully helped educate and support thousands of patients on their journey from chronically ill to well.

~~Item~~Vanessa Burbage – Ms. Burbage is 9Aan experienced and practicing electrologist, she currently owns her own medical spa since 1997. ~~Controls~~She started out as an electrologist in 1997 and ~~Procedures~~then added laser and aesthetic services thereafter steadily building a loyal customer base. Dermatologist and Plastic surgeons refer patients to her because of the success of her skin detailing, hair removal, permanent makeup, and facial skincare.

~~Evaluation of Disclosure Controls and Procedures~~21

Disclosure Controls and Procedures. We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported accurately, in accordance with U.S. Generally Accepted Accounting Principles and within the required time periods, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, who is also our acting Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure. As of the end of the period covered by this report (March 31, 2024), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of the end of the period covered by this Annual Report on Form 10-K our disclosure controls and procedures were not effective to enable us to accurately record, process, summarize and report certain information required to be included in the Company’s periodic SEC filings within the required time periods, and to accumulate and communicate to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.Auditor

~~Changes in~~Our ~~Internal~~independent ~~Controls~~registered public accounting firm is:

~~There have~~Victor ~~been~~Mokuolu noCPA ~~changes in our internal controls over financial reporting during the quarter ended March 31, 2024 that have materially affected or are reasonably likely to materially affect our internal controls.~~PLLC

~~Item 9B.~~8990 ~~Other~~Kirby ~~Information~~Drive, Suite 220

~~There have~~Houston, ~~been~~TX ~~no events required to be reported under this Item.~~77054

~~PART III~~Phone: (713) 588-6622

~~Item 10.~~Code ~~Directors,~~of ~~Executive Officers and Corporate Governance~~Ethics

The ~~following~~ ~~table sets forth the names, ages, and biographical information of each of our current directors and executive officers and the positions with the~~ Company ~~held~~currently ~~by each person. Our executive officers are elected annually by the board of directors. The directors~~does ~~serve~~not ~~one-year~~have ~~terms~~a ~~until~~Code ~~their successors are elected. The executive officers serve terms~~ of ~~one year or until their death, resignation or removal by the board of directors~~Ethics. ~~Unless described below, there are no family relationships among any of the directors and officers.~~

22Potential Conflicts of Interest

Name	Age	Position	Director Since
Patrick Adams (1)	63	Acting CEO and Chairman of the Board	November 2023
Ulderico Conte (6)	54	Director of Acquisitions and Board Member	November 2023
Jim Holt (2)	66	Board Member	June 2021
Robert Bilkovski, MD	45	Chief Scientific Officer	July 2021
Madding King III (5)	44	Board Member	June 2021
Dr. Joseph V. Pergolizzi, Jr (3)	52	Acting CEO and Chairman of the Board	October 2021
John Ballard (4)	62	Chief Financial Officer and board member	August 2019

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

(1)	Mr. Adams was appointed Acting CEO and Chairman of the Board on November 17, 2023.
(2)	Mr. Holt resigned from all positions in the Company on August 16, 2023.
(3)	Dr. Pergolizzi resigned from all positions in the Company on December 30, 2022.
(4)	Mr. Ballard resigned from all positions in the Company on January 7, 2023.
(5)	Mr. King resigned from all positions in the Company on November 15, 2022.
(6)	Mr. Conte was appointed Director of Acquisitions and Board Member on November 17, 2023

Director Independence

~~Patrick Adams~~Our –board ~~Mr.~~of ~~Adams~~directors ishas undertaken ~~the~~a ~~Acting~~review ~~CEO~~of ~~and~~the ~~Chairman~~independence of ~~the~~each ~~Board~~director ~~for~~and ~~Qualis.~~considered ~~Mr.~~whether ~~Adams~~any director has ~~been~~a anmaterial ~~executive~~relationship inwith ~~the~~us ~~financial~~that ~~services~~could ~~industry~~compromise ~~for~~his ~~over~~ability 38to ~~years~~exercise independent judgment in carrying out his responsibilities. ~~Since~~As ~~2008~~a result of this review, ~~Mr.~~our ~~Adams~~board of ~~has~~directors ~~been~~determined that our directors do not meet independence requirements, according to the ~~CEO~~applicable ofrules ~~PVG~~and ~~Asset~~regulations ~~Management~~of the ~~Corporation~~SEC.

~~The Company~~Involvement ~~believes that Mr. Adams is qualified to serve as a director due to his experience~~ in ~~the capital markets and/or the medical field~~Legal ~~and his general business experience and knowledge.~~Proceedings

~~Ulderico Conte~~From –time ~~Mr.~~to ~~Conte~~time, ~~has~~we ~~been~~may be involved in ~~the~~litigation ~~financial~~relating ~~services~~to ~~sector~~claims ~~for~~arising ~~over~~out 30of ~~years~~our ~~and~~operations ~~most~~in ~~recently, since 2017 he is~~ the ~~owner and~~normal ~~CEO~~course of ~~CM Capital Partners, a wealth management firm~~business. HeOther ~~was~~than ~~head~~disclosed ofherein, there ~~Capital~~were ~~markets~~no ~~for~~pending ~~Aeon~~or ~~Capital~~threatened ~~Inc~~lawsuits ~~from~~that ~~2018~~could ~~until~~reasonably ~~2022,~~be ~~and then~~expected ~~Managing~~to ~~Director~~have ofa ~~Investment~~material ~~Banking~~effect ~~for~~on ~~CIM~~the ~~Securities~~results ~~LLC since September~~ of ~~2022~~our operations.

~~Board Composition~~Item 11. Executive Compensation

~~Our By-Laws~~The ~~provide~~following ~~that~~is ~~the~~a ~~Board~~discussion and analysis of ~~Directors~~compensation ~~shall~~arrangements ~~consist~~ of ~~not~~our ~~less~~named ~~than~~executive ~~one~~officers, ~~nor~~or ~~more than fifteen directors~~NEOs. ~~Each~~This ~~director~~discussion ofcontains ~~the Company~~forward ~~serves~~looking ~~until~~statements ~~his~~that ~~successor~~are isbased on ~~elected~~our ~~and~~current ~~qualified~~plans, ~~subject~~considerations, toexpectations ~~removal~~and bydeterminations ~~the~~regarding ~~Company’s~~future ~~majority~~compensation ~~shareholders~~programs. ~~Each~~Actual ~~officer~~compensation programs ~~shall~~that ~~hold~~we ~~their~~adopt ~~offices~~may ~~for~~differ ~~such~~materially ~~terms~~from ~~and~~currently ~~shall~~planned ~~exercise~~programs ~~such~~as ~~powers~~summarized ~~and~~in ~~perform~~this ~~such~~discussion. ~~duties~~As asan ~~shall~~“emerging begrowth ~~determined~~company” as bydefined in the ~~Board~~JOBS ~~of Directors~~Act, ~~and~~we ~~shall~~are ~~hold~~not ~~his~~required ~~office~~to ~~until~~include ~~his~~a ~~successor~~Compensation isDiscussion ~~elected~~ and ~~qualified,~~Analysis orsection ~~until his earlier resignation or removal. Presently, Board members receive 25,000 restricted common shares for their service~~ and ~~serve~~have ~~for a period of one year whereby through the annual meeting new directors may be~~ elected. ~~The role of the board is~~ to ~~advise~~comply ~~on both financial and product matters. Additionally,~~ with the ~~board must~~scaled ~~approve~~disclosure ~~major~~requirements ~~decisions~~applicable ~~involving~~to ~~new~~emerging ~~products,~~growth ~~potential acquisitions or funding matters~~companies.

~~No Committees~~Summary ofCompensation ~~the Board of Directors; No Financial Expert~~Table

~~We do~~The ~~not~~particulars ~~presently~~of ~~have~~the ~~a separately constituted audit committee,~~ compensation ~~committee,~~paid ~~nominating~~to ~~committee, executive committee or~~the ~~any~~following ~~other~~persons: ~~committees of our Board of Directors, nor do we have~~ (i1) ~~any~~our ~~directors~~principal ~~that~~executive ~~would~~officer; ~~qualify~~and ~~as independent under relevant SEC or securities exchange rules,~~ (ii2) aneach audit committee, or (iii) a financial expert. Management has determined not to establish an audit committee at present because our limited resources and limited operating activities do not warrant the formation of ~~an audit committee or the expense of doing so. As such,~~ our ~~entire~~two ~~Board~~most ofhighly ~~Directors~~compensated ~~acts~~executive asofficers ~~our~~who ~~audit~~were ~~committee. We do not have a financial expert~~ serving ~~on the Board of Directors or employed~~ as anexecutive ~~officer~~officers ~~based~~at ~~on management’s belief that~~ the ~~cost~~end of ~~obtaining~~ the ~~services~~fiscal ofyear aended ~~person who~~December ~~meets~~31, ~~the~~2023, ~~criteria~~who ~~for~~we awill ~~financial~~collectively ~~expert~~refer ~~under~~to ~~Section~~as ~~407 of~~ the ~~Sarbanes-Oxley~~“named ~~Act~~executive officers” of ~~2002 and Item 407(d) of Regulation S-K is beyond our limited financial resources and~~ the ~~financial~~Company, ~~skills of such an expert~~ are ~~not~~set ~~required~~out ~~or necessary for us to maintain effective internal controls and procedures for financial reporting~~ in ~~light of~~ the ~~limited~~following ~~scope~~summary ~~and~~compensation ~~simplicity of accounting issues raised in our consolidated financial statements at this stage of our development.~~table:

2322

~~Advisory Board~~Summary Compensation Table

The Company has also formed an Advisory Board of individuals with expertise relevant to the medical device, medical, and electronics industries. The advisory board was selected from individuals who were familiar with our medical device either through using the LCMD device or assisted in the development of our current medical device. The following members have had experience with the LCMD device in using the device in their practice these individuals include Dr. Ben Edwards and Vanessa Burbage. The Advisory Board’s role is to review our device design plans, and assist in the development of our medical device product the SOLACE. The members of our advisory board serve for a period of two years and are not compensated for being on the board but have received compensation for their consulting in the testing, engineering and designing of our product. The Advisory Board has no ability to bind the Company, nor are its members fiduciaries or other agents of the Company.

							Stock		Option		All Other
	Fiscal		Salary		Bonus		Awards		Awards		Compensation		Total
Name and Principal Position	Year		(1)		(2)		(3)		(4)		(5)		($)

Mr. Patrick Adams^.(8)		2024	$	-	$	-	$	-	$	-	$	-	$	-
Acting CEO and Chairman of the Board		2023	$	-	$	-	$	-	$	-	$	-	$	-
		2022	$	-	$	-	$	-	$	-	$	-	$	-

Ulderico Conte^.(9)		2024	$	-	$	-	$	-	$	-	$	-	$	-
Director of Acquisitions and Board Member		2023	$	-	$	-	$	-	$	-	$	-	$	-
		2022	$	-	$	-	$	-	$	-	$	-	$	-

Dr. Joseph V. Pergolizzi, Jr^.(6)		2024	$	-	$	-	$	-	$	-	$	-	$	-
Acting CEO and Chairman of the Board		2023	$	-	$	-	$	-	$	-	$	-	$	-
		2022	$	-	$	-	$	-	$	290,276	$	-	$	290,276

John Ballard⁽⁷⁾		2024	$	-	$	-	$	-	$	-	$	-	$	-
CFO & Director		2023	$	-	$	-	$	-	$	-	$	-	$	-
		2022	$	-	$	-	$	-	$	-	$	120,000	$	120,000

Dr. Ben Edwards – Dr. Edwards currently works as the medical director of Veritas Medical where he has been employed since 2010. Veritas Medical is a nutrition and lifestyle focused clinic. He graduated from Baylor University in 1993 with a B.A. in Biology and then received his Medical Degree from the University of Texas-Houston Medical School in 2002. He completed his family practice residency in 2005 at McLennan County Medical Education and Research Foundation in Waco, TX where he was Chief Resident. Upon completion of his medical training, Dr. Edwards was the sole physician in the county at Garza County Health Clinic, garnering notoriety from the Lubbock Avalanche Journal, Texas Monthly, and the Washington Post for his very successful operation of a rural county health clinic. In 2012, Dr. Edwards founded Veritas Medical where he and his team have successfully helped educate and support thousands of patients on their journey from chronically ill to well.

(1)	The dollar value of salary (cash and non-cash) earned.
(2)	The dollar value of bonus (cash and non-cash) earned.
(3)	The value of the shares of restricted stock issued as compensation for services computed in accordance with ASC 718 on the date of grant.
(4)	The value of all stock options computed in accordance with ASC 718 on the date of grant.
(5)	All other compensation received that could not be properly reported in any other column of the table.
(6)	Dr. Pergolizzi resigned from all positions in the Company on December 30, 2022.
(7)	Mr. Ballard resigned from all positions in the Company on January 7, 2023.
(8)	Mr. Patrick Adams was appointed Acting CEO and Chairman of the Board on November 17, 2023
(9)	Mr. Ulderico Conte was appointed Director of Acquisitions and Board member on November 17, 2023

~~Vanessa Burbage~~Long-Term –Incentive MsPlans. ~~Burbage~~The isCompany does annot ~~experienced~~provide ~~and~~its ~~practicing~~officers ~~electrologist,~~or ~~she~~employees ~~currently~~with ~~owns~~pension, ~~her~~stock ~~own~~appreciation ~~medical~~rights, ~~spa~~long-term ~~since~~incentive ~~1997.~~or ~~She started~~other ~~out~~plans, asnor andoes ~~electrologist~~it inprovide non-qualified ~~1997~~deferred ~~and~~compensation ~~then~~to ~~added~~its ~~laser~~officers or employees, and ~~aesthetic~~therefore, ~~services~~the ~~thereafter~~Summary ~~steadily~~Compensation ~~building~~Table aabove ~~loyal~~does ~~customer~~not ~~base.~~include ~~Dermatologist~~columns ~~and~~for ~~Plastic~~nonequity ~~surgeons~~incentive ~~refer~~plan ~~patients~~compensation toand ~~her~~nonqualified ~~because~~deferred ofcompensation ~~the success of her skin detailing~~earnings, ~~hair~~since ~~removal,~~there ~~permanent~~were ~~makeup, and facial skincare~~none.

~~Auditor~~Employee Pension, Profit Sharing or other Retirement Plans. The Company does not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future.

~~Our~~Compensation Committee Interlocks and Insider ~~independent~~Participation. ~~registered~~During ~~public~~the ~~accounting~~year ~~firm~~ended ~~is:~~December 31, 2024, none of the Company’s officers was also a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of the Company’s directors.

~~Victor Mokuolu~~Outstanding ~~CPA~~Equity ~~PLLC~~Awards

~~8990~~Our directors and officers ~~Kirby~~do ~~Drive~~not have any unexercised options, ~~Suite~~stock ~~220~~that has not vested, or equity incentive plan awards.

~~Houston, TX 77054~~23

~~Phone: (713)~~Compensation ~~588-6622~~of Directors

~~Code of~~Director ~~Ethics~~Compensation Table

The Company currently does not have a Code of Ethics.

	Fiscal		Fees Earned or Paid in Cash		Stock Awards		Option Awards		All Other Compensation		Total
Name	Year		(1)		(3)		(4)		(5)		($)

Mr. Patrick Adams		2024	$	-	$	-	$	-	$	-	$	-
Acting CEO and Chairman of the Board ⁽¹⁰⁾		2023	$	-	$	-	$	-	$	-	$	-
		2022	$	-	$	-	$	-	$	-	$	-

Ulderico Conte		2024	$	-	$	-	$	-	$	-	$	-
Director of Acquisitions and Board Member ⁽¹¹⁾		2023	$	-	$	-	$	-	$	-	$	-
		2022	$	-	$	-	$	-	$	-	$	-

Dr. Joseph V. Pergolizzi, Jr.		2024	$	-	$	-	$	-	$	-	$	-
Acting CEO and Chairman of the Board ^{(6), (7)}		2023	$	-	$	-	$	-	$	-	$	-
		2022	$	-	$	-	$	290,276	$	-	$	290,276

John Ballard		2024	$	-	$	-	$	-	$	-	$	-
CFO and Director ^{(6), (8)}		2023	$	-	$	-	$	-	$	-	$	-
		2022	$	-	$	-	$	-	$	120,000	$	120,000

Madding King		2024	$	-	$	-	$	-	$	-	$	-
Director ^{(6), (9)}		2023	$	-	$	-	$	-	$	-	$	-
		2022	$	-	$	-	$	-	$	-	$	-

Jim Holt		2024	$	-	$	-	$	-	$	-	$	-
Director ⁽⁶⁾		2023	$	-	$	-	$	45,736	$	-	$	45,763
		2022	$	-	$	-	$	-	$	-	$	-

Potential Conflicts of Interest

(1)	The dollar value of salary (cash and non-cash) earned.
(2)	The dollar value of bonus (cash and non-cash) earned.
(3)	The value of the shares of restricted stock issued as compensation for services computed in accordance with ASC 718 on the date of grant.
(4)	The value of all stock options computed in accordance with ASC 718 on the date of grant.
(5)	All other compensation received that could not be properly reported in any other column of the table.
(6)	Mr. Holt was appointed as a member of the Company’s Board of Directors on June 29, 2021 and resigned from all positions in the Company on August 16, 2023.
(7)	Dr. Pergolizzi resigned from all positions in the Company on December 30, 2022.
(8)	Mr. Ballard resigned from all positions in the Company on January 7, 2023.
(9)	Mr. King resigned from all positions in the Company on November 15, 2022.
(10)	Mr. Patrick Adams was appointed Acting CEO and Chairman of the Board on November 17, 2023.
(11)	Mr. Ulderico Conte was appointed Director of Acquisitions and Board member on November 17, 2023.

~~Since we~~Indebtedness ~~do not have an audit or compensation committee comprised~~ of ~~independent directors~~Directors, ~~the~~Senior ~~functions that would have been performed by such committees are performed by our directors. Thus~~Officers, ~~there is a potential conflict of interest in that our directors and officers have~~ ~~the~~Executive ~~authority~~Officers ~~to determine issues concerning management compensation~~ and ~~audit~~Other ~~issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.~~Management

~~Director~~None of our directors or executive officers or ~~Independence~~any associate or affiliate of the Company during the last two fiscal years, is or has been indebted to the Company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Our board of directors has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined that our directors do not meet independence requirements, according to the applicable rules and regulations of the SEC.24

24Outstanding Equity Awards at Fiscal Year-End Table

~~Involvement~~The following table sets forth certain information inconcerning ~~Legal~~outstanding ~~Proceedings~~stock awards held by the Named Executive Officers for our year ended December 31, 2024:

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than disclosed herein, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

None.	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

Item 11 12. ~~Executive~~Security ~~Compensation~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following istable alists, as ~~discussion~~of ~~and~~February ~~analysis~~28, 2025, the number of ~~compensation~~shares ~~arrangements~~of voting capital stock of our ~~named~~Company ~~executive~~that ~~officers,~~are orbeneficially ~~NEOs.~~owned ~~This~~by ~~discussion~~(i) ~~contains~~each person or ~~forward~~entity ~~looking~~known ~~statements~~to ~~that~~our ~~are~~Company ~~based~~to onbe the beneficial owner of more than 5% of the outstanding class of stock; (ii) each officer and director of our ~~current~~Company; ~~plans,~~and ~~considerations,~~(iii) ~~expectations~~all officers and ~~determinations~~directors ~~regarding~~as ~~future~~a ~~compensation programs~~group. ~~Actual~~Information ~~compensation~~relating ~~programs~~to ~~that~~beneficial weownership ~~adopt~~of ~~may~~common ~~differ~~stock ~~materially~~by ~~from~~our ~~currently~~principal shareholders ~~planned~~and ~~programs~~management asis ~~summarized~~based inupon ~~this~~information ~~discussion~~furnished by each person using beneficial ownership concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has Asor anshares ~~“emerging~~voting ~~growth~~power, ~~company”~~which asincludes ~~defined~~the inpower to vote or direct the ~~JOBS~~voting ~~Act~~of the security, weor ~~are~~investment ~~not~~power, ~~required~~which includes the power to ~~include~~vote or direct the voting of the security. The person is also deemed to be a ~~Compensation~~beneficial ~~Discussion~~owner ~~and~~of any security of which that person ~~Analysis~~has ~~section~~a right to acquire beneficial ownership within 60 days. Under the Securities and ~~have~~Exchange ~~elected~~Commission rules, more than one person may be deemed to ~~comply~~be ~~with~~a beneficial owner of the ~~scaled~~same ~~disclosure~~securities, ~~requirements~~and ~~applicable~~a person may be deemed to ~~emerging~~be ~~growth~~a ~~companies~~beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

~~Summary~~The percentages below are ~~Compensation~~calculated ~~Table~~based on 23,189,950 shares of our common stock issued and outstanding as of March 7, 2025. Unless otherwise indicated, the address of each person listed below is in care of Family Office of America, Inc., 6898 S. University Blvd., Suite 100, Centennial, Colorado 80122.

The particulars of the compensation paid to the following persons: (1) our principal executive officer; and (2) each of our two most highly compensated executive officers who were serving as executive officers at the end of the fiscal year ended December 31, 2023, who we will collectively refer to as the “named executive officers” of the Company, are set out in the following summary compensation table:

Name of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percent of Class
Hill Blalock Jr.	Common Stock		7,221,045		31.1	%
Sharon Adams ⁽¹⁾	Common Stock		1,132,689		4.9	%
Austin Adams ⁽²⁾	Common Stock		600,000		2.6	%
John Ballard ⁽³⁾	Common Stock		424,500		1.8	%
Dr. Joseph Pergolizzi ⁽⁴⁾	Common Stock		650,000		2.8	%
Brian Joondeph	Common Stock		1,500,000		6.5	%
PVG Asset Management ⁽⁵⁾	Common Stock		1,250,000		5.4	%
All Officers and Directors as a Group	Common Stock		-		-	%

~~Summary~~(1) ~~Compensation~~Ms. ~~Table~~Sharon Adams is deemed to be the beneficial owner of 1,132,689 shares held in the name of Echo Resources LLP. Ms. Adams is the mother of Austin Adams, the former sole officer and director of Family Office of America, Inc.

							Stock		Option		All Other
	Fiscal		Salary		Bonus		Awards		Awards		Compensation		Total
Name and Principal Position	Year		(1)		(2)		(3)		(4)		(5)		($)
Mr. Patrick Adams.(10)		2023	$	-	$	-	$	-	$	-	$	-	$	-
Acting CEO and Chairman of the Board		2022	$	-	$	-	$	-	$	-	$	-	$	-
		2021	$	-	$	-	$	-	$	-	$	-	$	-
Dr. Joseph V. Pergolizzi, Jr.(8)		2023	$	-	$	-	$	-	$	-	$	-	$	-
Acting CEO and Chairman of the Board		2022	$	-	$	-	$	-	$	290,276	$	-	$	290,276
		2021	$	-	$	-	$	-	$	109,512	$	-	$	109,512
John Ballard(9)		2023	$	-	$	-	$	-	$	-	$	-	$	-
CFO & Director		2022	$	-	$	-	$	-	$	-	$	120,000	$	120,000
		2021	$	-	$	-	$	130,000	$	-	$	115,000	$	245,000
Demir Bingol(6)		2023	$	-	$	-	$	-	$	-	$	-	$	-
President		2022	$	-	$	-	$	-	$	-	$	-	$	-
		2021	$	210,562	$	-	$	-	$	166,141	$	-	$	376,703
Robert Bilkovski, MD		2023	$	-	$	-	$	-	$	-	$	-	$	-
Chief Scientific Officer		2022	$	-	$	-	$	-	$	-	$	-	$	-
		2021	$	-	$	-	$	-	$	9,161	$	-	$	9,161
Austin Adams(7)		2023	$	-	$	-	$	-	$	-	$	-	$	-
		2022	$	-	$	-	$	-	$	-	$	-	$	-
		20211	$	-	$	-	$	50,000	$	-	$	-	$	50,000

(1)	The dollar value of salary (cash and non-cash) earned.
(2)	The dollar value of bonus (cash and non-cash) earned.

⁽²⁾Mr. Austin Adams is deemed to be the beneficial owner of 450,000 shares held in the name of Cynergy Brookline Healthcare Fund, LLC, and 150,000 shares held in the name of Cynergy Healthcare Investors Emerging Bridge LLC. Mr. Adams is a former officer and director of Family Office of America, Inc.

25(3) John Ballard is the previous CFO and Director of the Company. Mr. Ballard resigned from all positions in the Company on January 7, 2023.

(3)	The value of the shares of restricted stock issued as compensation for services computed in accordance with ASC 718 on the date of grant.
(4)	The value of all stock options computed in accordance with ASC 718 on the date of grant.
(5)	All other compensation received that could not be properly reported in any other column of the table.
(6)	Mr. Bingol was initially appointed Chairman of the Board and Chief Executive Officer in March 2021. His modified employment agreement on October 1, 2021, changed his position from CEO to President. On February 24, 2022, Mr. Bingol entered into a separation agreement whereby his employment was terminated effective April 15, 2022. He received no severance payment in connection with that termination, and there were no disagreements between him and the Company. A total of 300,000 warrants issued to Mr. Bingol have vested, with the remaining 398,830 unvested warrants expiring.
(7)	Mr. Austin Adams’s position as sole officer and director of the Company was terminated on June 29, 2021.
(8)	Dr. Pergolizzi resigned from all positions in the Company on December 30, 2022.
(9)	Mr. Ballard resigned from all positions in the Company on January 7, 2023.
(10)	Mr. Patrick Adams was appointed Acting CEO and Chairman of the Board on November 17, 2023

⁽⁴⁾Dr. Joseph Pergolizzi, the previous CEO and Director of the Company, is deemed to be the beneficial owner of 250,000 shares held in the name of the CreoMed Inc. Dr. Joseph Pergolizzi is sole officer and director of CreoMed Inc. CreoMed Inc. also has 400,000 warrants to purchase common stock exercisable at $0.50 per share for ten years. Dr. Pergolizzi resigned from all positions in the Company on December 30, 2022.

~~Long-Term Incentive~~(5) ~~Plans~~Mr. ~~The~~Patrick ~~Company~~Adams ~~does~~is ~~not~~deemed ~~provide~~to be ~~its~~the ~~officers~~beneficial orowner ~~employees~~of ~~with pension~~1,250,000 ~~stock~~shares ~~appreciation~~held ~~rights,~~in ~~long-term~~the ~~incentive~~name of PVG Asset Management Corp. Mr. Adams is the Company’s CEO and director orof ~~other~~Family ~~plans~~Office of America, ~~nor~~Inc. ~~does~~Mr. itAdams ~~provide~~also ~~non-qualified~~has ~~deferred~~1,500,000 ~~compensation~~warrants to ~~its~~purchase ~~officers~~common orstock ~~employees,~~exercisable ~~and~~at ~~therefore,~~$0.10 ~~the~~per ~~Summary~~share ~~Compensation~~for five ~~Table~~years ~~above~~and ~~does~~vest ~~not~~500,000 ~~include~~at ~~columns~~date ~~for~~of ~~nonequity~~grant, ~~incentive~~500,000 ~~plan~~in ~~compensation~~one ~~and~~year ~~nonqualified~~from ~~deferred~~the ~~compensation~~grant ~~earnings~~date, ~~since~~and the remaining 500,000 on the 2nd anniversary ~~there~~from ~~were~~the ~~none~~grant date.

~~Employee Pension,~~Equity ~~Profit~~Compensation ~~Sharing or other Retirement~~ Plans~~. The Company does not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future.~~

~~Compensation Committee~~The ~~Interlocks~~following ~~and~~represents ~~Insider~~a ~~Participation.~~summary ~~During the year ended December 31, 2020, none~~ of the ~~Company’s officers was~~Equity ~~also~~Compensation agrants ~~member~~and ofoptions ~~the~~awards ~~compensation~~outstanding ~~committee~~at orDecember ~~a director of another entity~~31, ~~which~~2024 ~~other~~and ~~entity~~2023 ~~had~~and ~~one~~changes ofduring ~~its executive officers serving as one of~~ the ~~Company’s~~years ~~directors.~~then ended:

Outstanding Equity Awards

2024 and 2023
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		-0-	$	-0-		-0-
Equity compensation plans not approved by security holders		-0-	$	-0-		-0-
Total		-0-	$	-0-		-0-

Other than compensation arrangements, we describe below transactions and series of similar transactions, since January 1, 2020 (i.e., the last two completed fiscal years), to which we were a party or will be a party, in which the amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years; and any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest. Compensation arrangements, including employment agreements, for our directors and named executive officers are described elsewhere in “Executive Compensation - Agreements with Executive Officers.” Neither of ~~Directors~~our directors is independent.

~~Director Compensation Table~~26

	Fiscal		Fees Earned or Paid in Cash		Stock Awards		Option Awards		All Other Compensation		Total
Name	Year		(1)		(3)		(4)		(5)		($)
Mr. Patrick Adams		2023	$	-	$	-	$	-	$	-	$	-
Acting CEO and Chairman of the Board (10)		2022	$	-	$	-	$	-	$	-	$	-
		2021	$	-	$	-	$	-	$	-	$	-
Ulderico Conte		2023	$	-	$	-	$	-	$	-	$	-
Director of Acquisitions and Board Member (11)		2022	$	-	$	-	$	-	$	-	$	-
		2021	$	-	$	-	$	-	$	-	$	-
Dr. Joseph V. Pergolizzi, Jr.		2023	$	-	$	-	$	-	$	-	$	-
Acting CEO and Chairman of the Board (6), (7)		2022	$	-	$	-	$	290,276	$	-	$	290,276
		2021	$	-	$	-	$	109,512	$	-	$	109,512
John Ballard		2023	$	-	$	-	$	-	$	-	$	-
CFO and Director (6), (8)		2022	$	-	$	-	$	-	$	120,000	$	120,000
		2021	$	-	$	130,000	$	-	$	115,000	$	245,000
Madding King		2023	$	-	$	-	$	-	$	-	$	-
Director (6), (9)		2022	$	-	$	-	$	-	$	-	$	-
		2021	$	-	$	5,000	$	-	$	-	$	5,000
Jim Holt		2023	$	-	$	-	$	45,736	$	-	$	45,763
Director (6)		2022	$	-	$	-	$	-	$	-	$	-
		2021	$	-	$	5,000	$	-	$	-	$	5,000

Indemnification Agreements

26We have entered or intend to enter into indemnification agreements with each of our directors and executive officers. These agreements, among other things, will require us to indemnify each individual to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the individual in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director, officer or other employee.

(1)	The dollar value of salary (cash and non-cash) earned.
(2)	The dollar value of bonus (cash and non-cash) earned.
(3)	The value of the shares of restricted stock issued as compensation for services computed in accordance with ASC 718 on the date of grant.
(4)	The value of all stock options computed in accordance with ASC 718 on the date of grant.
(5)	All other compensation received that could not be properly reported in any other column of the table.
(6)	Mr. Holt was appointed as a member of the Company’s Board of Directors on June 29, 2021 and resigned from all positions in the Company on August 16, 2023.
(7)	Dr. Pergolizzi resigned from all positions in the Company on December 30, 2022.
(8)	Mr. Ballard resigned from all positions in the Company on January 7, 2023.
(9)	Mr. King resigned from all positions in the Company on November 15, 2022.
(10)	Mr. Patrick Adams was appointed Acting CEO and Chairman of the Board on November 17, 2023.
(11)	Mr. Ulderico Conte was appointed Director of Acquisitions and Board member on November 17, 2023.

Policies and Procedures for Related Party Transactions

~~Indebtedness~~Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of ~~Directors~~transactions with our executive officer(s), director(s) ~~Senior~~and ~~Officers~~significant shareholders. We rely on our board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our board reviews a transaction in light of the affiliations of the director, ~~Executive~~officer ~~Officers~~or employee and ~~Other~~the ~~Management~~affiliations of such person’s immediate family. Transactions are presented to our board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification of our board of directors, or an appropriate committee thereof.

~~None of~~Item ~~our~~14. ~~directors~~Principal orAccounting ~~executive~~Fees ~~officers~~and or any associate or affiliate of the Company during the last two fiscal years, is or has been indebted to the Company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.Services

~~Outstanding~~The aggregate fees billed for the most recently ~~Equity~~completed ~~Awards~~fiscal atperiod ~~Fiscal~~for ~~Year-End~~the ~~Table~~audit of our annual consolidated financial statements and services normally provided by the independent registered public accounting firm for this fiscal period were as follows:

The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers for our year ended December 31, 2023:

	FY 2024		FY 2023
Audit Fees - Victor Mokuolu CPA PLLC	$	20,116	$	25,500
Total Fees	$	20,116	$	25,500

Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
None.	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

In the above table, “audit fees” are fees billed by our external auditor for services provided in auditing our annual consolidated financial statements for the subject year. All of the services described above were approved in advance by the Board of Directors or the Company’s Audit Committee.

27PART IV

Item 12 15. ~~Security~~Exhibits, ~~Ownership~~Financial ofStatement ~~Certain Beneficial Owners and Management and Related Stockholder Matters~~Schedules.

~~The following table lists, as of April 11, 2024, the number of shares of voting capital stock of our Company that are beneficially owned by~~ (ia) ~~each~~The ~~person~~following ordocuments ~~entity~~are ~~known~~filed ~~to our Company to be the beneficial owner of more than 5% of the outstanding class of stock; (ii) each officer and director of our Company; and (iii) all officers and directors~~ as a ~~group.~~part ~~Information relating to beneficial ownership~~ of ~~common~~this ~~stock~~Annual by our principal shareholders and management is based upon information furnished by each person using beneficial ownership concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.Report:

The percentages below are calculated based on 20,439,950 shares of our common stock issued and outstanding as of April 11, 2024. We do not have any other outstanding options, warrants exercisable for, or other securities convertible into shares of our common stock within the next 60 days. Unless otherwise indicated, the address of each person listed below is in care of Qualis Innovations, Inc., 225 Wilmington West Chester Pike, Suite 200 #145, Chadds Ford, Pennsylvania.

1.	Financial Statements. The following consolidated financial statements of the Company are included below:

	Report of Independent Registered Public Accounting Firm.	F-2

	Consolidated Balance Sheets as of December 31, 2024 and 2023.	F-3

	Consolidated Statement of Operations for the Years ended December 31, 2024 and 2023.	F-4

	Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the Years ended December 31, 2024 and 2023.	F-5

	Consolidated Statements of Cash Flows for the Years ended December 31, 2024 and 2023.	F-6

	Notes to Consolidated Financial Statements.	F-7

Name of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percent of Class
Hill Blalock Jr.	Common Stock		7,221,045		35.3	%
Jim Holt (1)	Common Stock		1,913,955		9.4	%
Sharon Adams (2)	Common Stock		1,132,689		5.5	%
Austin Adams (3)	Common Stock		600,000		2.9	%
John Ballard (4)	Common Stock		424,500		2.1	%
Dr. Joseph Pergolizzi (5)	Common Stock		650,000		3.2	%
Madding King (6)	Common Stock		35,000		-	%
All Officers and Directors as a Group	Common Stock		9,732,689		47.5	%

~~(1) Jim Holt currently serves as the sole officer and director of Life Care Medical Devices Limited and is the previous CEO of Qualis Innovations, Inc~~2. ~~Mr.~~Financial ~~Holt~~Statement ~~is deemed to be the beneficial owner of 1,878,955 shares held in the name of Life Care Medical Devices Limited. Mr. Holt resigned from all positions in the Company on August 16, 2023.~~Schedule(s):

~~(2) Ms.~~All ~~Sharon~~schedules ~~Adams~~are isomitted for ~~deemed~~the toreason bethat the ~~beneficial~~information ~~owner~~is ofincluded ~~1,132,689 shares held~~ in the ~~name~~consolidated offinancial ~~Echo~~statements ~~Resources~~or ~~LLP. Ms. Adams is~~ the ~~mother~~notes ofthereto ~~Austin~~or ~~Adams,~~that ~~the~~they ~~former~~are ~~sole~~not ~~officer~~required or ~~and~~are ~~director~~not ~~of Qualis Innovations, Inc~~applicable.

~~(3) Mr~~Exhibits. Austin Adams is deemed to be the beneficial owner of 450,000 shares held in the name of Cynergy Brookline Healthcare Fund, LLC, and 150,000 shares held in the name of Cynergy Healthcare Investors Emerging Bridge LLC. Mr. Adams is a former officer and director of Qualis Innovations, Inc.

~~(4) John~~31. ~~Ballard~~Certification isof ~~the~~CEO ~~previous CFO~~ and ~~Director of the Company~~CFO. ~~Mr. Ballard resigned from all positions in the Company on January 7, 2023.~~

~~(5) Dr~~32. ~~Joseph~~Certification ~~Pergolizzi,~~pursuant ~~our acting CEO and Chairman of the Board of Directors, is deemed~~ to be18 ~~the beneficial owner of 250,000 shares held in the name of the CreoMed Inc~~U. DrS.C. ~~Joseph~~Section ~~Pergolizzi~~1350 isof ~~sole~~CEO ~~officer~~ and director of CreoMed Inc. CreoMed Inc. also has 400,000 warrants to purchase common stock exercisable at $0.50 per share for ten years. Dr. Pergolizzi resigned from all positions in the Company on December 30, 2022.CFO

~~(6) Madding King, a director of Qualis Innovations, Inc~~101. isINS ~~deemed~~Inline ~~to be the beneficial owner of the shares held in the name of Brookline~~XBRL ~~Special~~Instance ~~Situations Fund LLC, where he is an officer and director. Mr. King resigned from all positions in the Company on November 15, 2022.~~Document

28101. SCH Inline XBRL Taxonomy Extension Schema Document

~~Equity~~101. CAL Inline XBRL ~~Compensation~~Taxonomy ~~Plans~~Extension Calculation Linkbase Document

~~The following~~101. ~~represents~~DEF aInline ~~summary of the Equity Compensation grants and options awards outstanding at December 31, 2023 and 2022 and changes~~XBRL ~~during~~Taxonomy ~~the~~Extension ~~years~~Definition ~~then~~Linkbase ~~ended:~~Document

2023 and 2022
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		-0-	$	-0-		-0-
Equity compensation plans not approved by security holders		-0-	$	-0-		-0-
Total		-0-	$	-0-		-0-

101. LAB Inline XBRL Taxonomy Extension Label Linkbase Document

~~Item 13~~101. ~~Certain~~PRE ~~Relationships~~Inline ~~and~~XBRL Taxonomy ~~Related~~Extension ~~Transactions,~~Presentation ~~and~~Linkbase ~~Director Independence~~Document

~~Other than~~104 ~~compensation~~Cover ~~arrangements,~~Page weInteractive Data ~~describe~~File ~~below transactions and series of similar transactions, since January 1, 2020~~ (~~i.e.,~~embedded ~~the~~within ~~last two completed fiscal years), to which we were a party or will be a party, in which~~ the ~~amounts~~Inline ~~involved~~XBRL exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years; and any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest. Compensation arrangements, including employment agreements, for our directors and named executive officers are described elsewhere in “Executive Compensation - Agreements with Executive Officers.” Neither of our directors is independent.document)

~~Employment Contracts~~28

On March 16, 2021, the Company granted 698,830 warrants to purchase 698,830 of the Company’s common stock to Ahmet Demir Bingol, valued at $165,378 (based on the Black Scholes valuation model on the date of grant), pursuant to his Employment Agreement. The warrants are exercisable for a period of ten years at $0.50 per share in whole or in part, as either a cash exercise or as a cashless exercise, and fully vest at grant date.SIGNATURES

~~On February~~Pursuant ~~24,~~to ~~2022,~~the ~~Mr.~~requirements ~~Bingol~~of ~~entered~~the ~~into a separation agreement whereby he will terminate his employment effective April 15, 2022.~~Securities HeExchange ~~received~~Act ~~no severance payment and there were no disagreements between he or the Company. A total~~ of ~~300~~1934,~~000~~ ~~warrants have vested with~~ the ~~remaining~~registrant ~~398,830~~has ~~unvested~~duly ~~warrants~~caused ~~expiring.~~this Asreport ato ~~result~~be ofsigned ~~Mr.~~on ~~Bingol’s~~its ~~termination,~~behalf ~~the~~by ~~Company reversed~~ the ~~amount~~undersigned ofthereunto ~~$94,101 against~~duly ~~the 398,830 unvested warrants as of March 31, 2022~~authorized.

Indemnification Agreements

	FAMILY OFFICE OF AMERICA, INC.

Dated: March 7, 2025	By:	/s/ Patrick Adams
		Patrick Adams
		Acting CEO and Chairman

We have entered or intend to enter into indemnification agreements with each of our directors and executive officers. These agreements, among other things, will require us to indemnify each individual to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the individual in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director, officer or other employee.29

29FAMILY OFFICE OF AMERICA, INC.

~~Policies~~Index to ~~and~~Financial ~~Procedures for Related Party Transactions~~Statements

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions with our executive officer(s), director(s) and significant shareholders. We rely on our board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification of our board of directors, or an appropriate committee thereof.CONTENTS

Item 14. Principal Accounting Fees and Services

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID NO. 6771)	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

The aggregate fees billed for the most recently completed fiscal period for the audit of our annual consolidated financial statements and services normally provided by the independent registered public accounting firm for this fiscal period were as follows:F-1

	FY 2023		FY 2022
Audit Fees - Paris, Kreit & Chiu LLP (formerly Benjamin & Ko)	$	-	$	59,805
Audit Fees - Victor Mokuolu CPA PLLC		25,500		17,000-
Total Fees	$	25,500	$	76,805

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

InTo the above table, “audit fees” are fees billed by our external auditor for services provided in auditing our annual consolidated financial statements for the subject year. All of the services described above were approved in advance by the Board of Directors ~~or the~~and ~~Company’s Audit Committee.~~Stockholders

30Family Office of America, Inc. (formerly known as Qualis Innovations, Inc.)

~~PART~~Opinion IVon the Financial Statements

~~Item~~We 15have audited the accompanying consolidated balance sheets of Family Office of America, Inc. ~~Exhibits~~(formerly known as Qualis Innovations, ~~Financial~~Inc.) (“the ~~Statement~~Company”) ~~Schedules~~as of December 31, 2024, and December 31, 2023, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the two years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and December 31, 2023, and the results of its operations and its cash flows for the two years ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

~~(a)~~Substantial Doubt ~~The~~about ~~following~~the ~~documents~~Company’s ~~are~~ability ~~filed~~to continue as a ~~part~~Going ~~of this Annual Report:~~Concern

1.	Financial Statements. The following consolidated financial statements of the Company are included below:
	Report of Independent Registered Public Accounting Firm.	F-2
	Consolidated Balance Sheets as of December 31, 2023 and 2022.	F-4
	Consolidated Statement of Operations for the Years ended December 31, 2023 and 2022.	F-5
	Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the Years ended December 31, 2023 and 2022.	F-6
	Consolidated Statements of Cash Flows for the Years ended December 31, 2023 and 2022.	F-7
	Notes to Consolidated Financial Statements.	F-8

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses, had a working capital deficit of $23,440 as of December 31, 2024, and had accumulated deficit of $4,530,792 and $4,430,308 as of December 31, 2024 and December 31, 2023 respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2.Basis for ~~Financial Statement Schedule(s):~~Opinion

~~All~~These ~~schedules~~financial statements are ~~omitted~~the ~~for~~responsibility of the ~~reason~~Company’s ~~that~~management. ~~the~~Our ~~information~~responsibility is ~~included~~to inexpress ~~the~~an ~~consolidated~~opinion on the Company’s financial statements orbased on our audits. We are a public accounting firm registered with the ~~notes~~Public ~~thereto~~Company orAccounting Oversight Board ~~that~~(United ~~they~~States) ~~are~~(PCAOB) ~~not~~and are required orto ~~are~~be ~~not~~independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

~~31.~~Our audits ~~Certification~~included performing procedures to assess the risks of ~~CEO~~material misstatement of the financial statements, whether due to error or fraud, and ~~CFO~~performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~32.~~Critical Audit ~~Certification pursuant to 18 U.S.C. Section 1350 of CEO and CFO~~Matters

~~101.~~Critical ~~INS~~audit ~~Inline~~matters ~~XBRL~~are ~~Instance~~matters ~~Document~~arising from the current period audit of the financial statements that were communicated or required to be communicated to the management and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

~~101.~~Victor ~~SCH~~Mokuolu, ~~Inline~~CPA ~~XBRL Taxonomy Extension Schema Document~~PLLC

~~101~~We have served as the Company’s auditor since 2023. ~~CAL~~ ~~Inline~~Houston, ~~XBRL~~Texas ~~Taxonomy~~March ~~Extension~~7, ~~Calculation~~2025 ~~Linkbase~~PCAOB ~~Document~~ID: 6771

~~101. DEF Inline XBRL Taxonomy Extension Definition Linkbase Document~~F-2

~~101. LAB~~FAMILY ~~Inline~~OFFICE ~~XBRL~~OF ~~Taxonomy~~AMERICA, ~~Extension Label Linkbase Document~~INC.

~~101.~~CONSOLIDATED ~~PRE~~BALANCE ~~Inline XBRL Taxonomy Extension Presentation Linkbase Document~~SHEETS

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

	2024			2023
	December 31,
	2024			2023

ASSETS
Current assets:
Cash	$	13,586		$	2,431
Other current assets		6,995			-
Total current assets		20,581			2,431

Total assets	$	20,581		$	2,431

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	33,344		$	16,285
Short-term – share settlement		-			500,000
Short-term note payable		9,627			9,102
Other current liabilities		1,050			-
Total current liabilities		44,021			525,387
Total liabilities		44,021			525,387

Stockholders’ deficit
Preferred stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding at December 31, 2024 and 2023, respectively		-			-
Common stock, $0.001 par value, 750,000,000 shares authorized; 20,439,950 and 8,439,950 shares issued and outstanding at December 31, 2024 and 2023, respectively		20,440			8,440
Additional paid-in-capital		4,486,912			3,898,912
Accumulated deficit		(4,530,792	)		(4,430,308	)
Total stockholders’ deficit		(23,440	)		(522,956	)
Total liabilities and stockholders’ deficit	$	20,581		$	2,431

31See accompanying notes to consolidated financial statements.

~~SIGNATURES~~F-3

~~Pursuant to~~FAMILY ~~the~~OFFICE ~~requirements~~OF ~~of the Securities Exchange Act of 1934~~AMERICA, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~INC.

	QUALIS INNOVATIONS, INC.
Dated: April 11, 2024	By:	/s Patrick Adams
		Patrick Adams
		Acting CEO and Chairman

CONSOLIDATED STATEMENTS OF OPERATIONS

	2024			2023
	For the Years Ended December 31,
	2024			2023

Net revenue	$	-		$	-

Gross Profit	$	-			-

Operating expenses:
Research and development		-			1,500
Warrants issued for services		-			30,348
Stock based compensation - related party		-			45,763
General and administrative		96,513			152,630
Total operating expenses		96,513			230,241
Loss from operations		(96,513	)		(230,241	)

Operating (income) expenses:
Settlement of dispute		-			500,000
Impairment of assets		-			76,008
Inventory adjustment		-			40,175
Gain on cancellation of shares for services		-			(18,000	)
Other expense (income)		3,971			(23,403	)
Total other expenses		3,971			574,780

Loss before income taxes		(100,484	)		(805,021	)
Income taxes		-			-

Net loss	$	(100,484	)	$	(805,021	)

Net loss per share, basic and diluted	$	(0.00	)	$	(0.09	)

Weighted average number of shares outstanding
Basic and diluted		20,262,354			8,475,950

~~QUALIS INNOVATIONS,~~See ~~INC~~accompanying notes to consolidated financial statements.

~~Index to Financial Statements~~F-4

~~CONTENTS~~FAMILY OFFICE OF AMERICA, INC.

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID NO. 6651)	F-2
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations	F-5
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

F-1

	Shares			Amount			Capital			Deficit			Equity
	Common Stock						Additional Paid in			Accumulated			Total Stockholders’
	Shares			Amount			Capital			Deficit			Deficit
Balance as of January 1, 2023		8,475,950		$	8,476		$	3,840,765		$	(3,625,287	)	$	223,954
Warrants issued to third parties in conjunction with services		-			-			30,348			-			30,348
Stock based compensation - related party		-			-			45,763			-			45,763
Cancellation of common stock for services		(36,000	)		(36	)		(17,964	)					(18,000	)
Net loss		-			-			-			(805,021	)		(805,021	)
Balance as of December 31, 2023		8,439,950		$	8,440		$	3,898,912		$	(4,430,308	)	$	(522,956	)

Balance as of January 1, 2024		8,439,950		$	8,440		$	3,898,912		$	(4,430,308	)	$	(522,956	)
Balance		8,439,950		$	8,440		$	3,898,912		$	(4,430,308	)	$	(522,956	)
Issuance of common stock for cash		2,000,000			2,000			98,000			-			100,000
Share settlement		10,000,000			10,000			490,000						500,000
Net loss		-			-			-			(100,484	)		(100,484	)
Balance as of December 31, 2024		20,439,950		$	20,440		$	4,486,912		$	(4,530,792	)	$	(23,440	)
Balance		20,439,950		$	20,440		$	4,486,912		$	(4,530,792	)	$	(23,440	)

~~REPORT OF~~See ~~INDEPENDENT~~accompanying ~~REGISTERED~~notes ~~PUBLIC~~to ~~ACCOUNTING~~consolidated ~~FIRM~~financial statements

~~To the Board of Directors and~~F-5

~~Stockholders of~~FAMILY ~~Qualis~~OFFICE ~~Innovations~~OF ~~Inc~~AMERICA, INC.

~~Opinion~~CONSOLIDATED onSTATEMENTS ~~the~~OF ~~Financial~~CASH ~~Statements~~FLOWS

We have audited the accompanying consolidated balance sheets of Qualis Innovations Inc. (the “Company”) as of December 31, 2023, and December 31, 2022, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years ended December 31, 2023, and December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and December 31, 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

	2024			2023
	For the Years Ended December 31,
	2024			2023

Cash flows from operating activities:
Net loss	$	(100,484	)	$	(805,021	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		-			17,250
Impairment of assets		-			76,008
Warrants issued for services		-			30,348
Stock based compensation - related parties		-			45,763
Issuance of common stock in settlement of dispute		-			500,000
Changes in operating assets and liabilities:
Inventory		-			40,175
Other current assets		(6,995	)		92,170
Accounts payable and accrued expenses		17,059			(42,030	)
Short-term note payable		-			(31,192	)
Other current liabilities		1,050			-
Net cash used in operating activities		(89,370	)		(76,529	)

Cash flows from investing activities:
None		-			-
Net cash used in investing activities		-			-

Cash flows from financing activities:
Advance from shareholder		525			9,102
Issuance of common stock for cash		100,000			-
Net cash provided by financing activities		100,525			9,102

Net (decrease) increase in cash		11,155			(67,427	)

Cash at beginning of period		2,431			69,858
Cash at end of period	$	13,586		$	2,431

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-

Non-cash investing and financing activities:
Common stock issued in conjunction with share agreement	$	500,000		$	-

~~Substantial Doubt~~See ~~about~~accompanying ~~the~~notes ~~Company’s ability~~ to ~~continue~~consolidated ~~as a Going Concern~~financial statements

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses, had a working capital deficit of $522,956 as of December 31, 2023, and had accumulated deficit of $4,430,308 and $3,625,287 as of December 31, 2023 and December 31, 2022 respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.F-6

~~Basis for~~FAMILY ~~Opinion~~OFFICE OF AMERICA, INC.

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

~~We conducted~~FOR ~~our~~THE ~~audits~~YEARS inENDED ~~accordance~~DECEMBER ~~with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement~~31, ~~whether~~2024 ~~due~~AND to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.2023

~~Our audits~~NOTE ~~included~~1 ~~performing~~– ~~procedures to assess the risks of material misstatement of the financial statements, whether due to error~~ORGANIZATION orAND ~~fraud,~~PRINCIPAL and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.ACTIVITIES

~~F-2~~Corporate History and Background

~~Critical~~On December 17, 2024, the Company’s name ~~Audit~~was ~~Matters~~changed from “Qualis Innovations, Inc.” to “Family Office of America, Inc.” with the State of Nevada, and that name change (and accompanying stock ticker change from “QLIS” to “FOFA”) was processed by FINRA on or about December 23, 2024.

~~The critical~~Family ~~audit~~Office ~~matters~~of ~~communicated~~America, Inc. ~~below~~(the ~~are~~“Company” ~~matters~~or ~~arising~~“Family ~~from~~Office”), ~~the~~formerly ~~current~~known ~~period~~as ~~audit~~Qualis ofInnovations, ~~the~~Inc., ~~financial~~Hoopsoft ~~statements~~Development ~~that were communicated~~Corp., orYellowstone ~~required~~Mining, toInc. beand ~~communicated~~Sky toDigital ~~the~~Holding ~~audit~~Corp. ~~committee~~was ~~and~~incorporated ~~that:~~in ~~(1)~~the ~~relate~~State toof ~~accounts~~Nevada oron ~~disclosures~~March ~~that~~23, ~~are~~2006 ~~material~~under to the ~~financial~~name Hoopsoft ~~statements~~Development ~~and~~Corp (2“Hoopsoft”). ~~involved~~On ~~our~~January ~~especially challenging~~12, ~~subjective~~2007, orthe ~~complex~~Company ~~judgments.~~entered ~~The~~into ~~communication~~an ofagreement ~~critical~~and ~~audit~~plan ~~matters~~of merger (“Agreement ~~does~~and ~~not~~Plan ~~alter~~of inMerger”) ~~any~~with ~~way~~Yellowcake ~~our~~Mining, ~~opinion~~Inc. on(“Yellowcake”), ~~the~~a ~~financial~~Nevada ~~statements,~~corporation ~~taken~~and aswholly-owned asubsidiary ~~whole~~of Hoopsoft Development Corp., ~~and~~incorporated wefor ~~are~~the ~~not,~~sole bypurpose ~~communicating~~of effecting the ~~critical~~merger. ~~audit~~Pursuant to the terms of the Agreement and Plan ~~matters~~of ~~below~~Merger, ~~providing~~Yellowcake ~~separate~~merged ~~opinions~~with onand ~~the~~into ~~critical~~Hoopsoft, ~~audit~~with ~~matters~~Hoopsoft orcarrying on as the ~~accounts~~surviving orcorporation ~~disclosures~~under tothe ~~which~~name ~~they~~“Yellowcake Mining, ~~relate~~Inc.”

~~Stock~~On April 6, 2011, Yellowcake restated its articles ~~based~~of ~~compensation~~incorporation -and ~~warrants~~changed ~~Issued~~its ~~for~~name ~~Services~~to Sky Digital Stores Corp (“SKYC”). On May 5, 2011, the Company entered into a Share Exchange Agreement (“Exchange Agreement”) by and among SKYC and Hong Kong First Digital Holding Ltd. (“First Digital”), and the shareholders of First Digital (the “FDH Shareholders”) entered into a Share “FDH”), and the shareholders of FDH (the “FDH Shareholders”). The closing of the transaction (the “Closing”) took place on May 5, 2011 (the “Closing Date”). On the Closing Date, pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares (the “Shares”) of FDH from the FDH Shareholders; and FDH Shareholders transferred and contributed all of their Shares to us. In exchange, the Company issued to the FDH Shareholders, their designees or assigns, an aggregate of 23,716,035 shares (the “Shares Component”) or 97.56% of the shares of common stock of the Company issued and outstanding after the Closing (the “Share Exchange”), at $0.20 per share.

~~During the~~Mr. ~~year~~Lin ~~ended~~Xiangfeng ~~December 31~~planned, organized ~~2023,~~and executed the ~~Company~~Share ~~recognized~~Exchange. ~~$45,763~~Prior ~~in expenses related~~ to ~~warrants~~the ~~issued~~Share ~~for~~Exchange, ~~services~~Mr. AsLin ~~discussed~~Xiangfeng ~~in Note~~was 6the largest shareholder and 9sole toofficer of ~~the~~FDH. ~~consolidated~~He ~~financial~~was ~~statements,~~also the ~~Company~~CEO ~~has~~of ~~issued~~SKYC ~~100,000~~but ~~warrants~~did tonot ~~former~~own ~~management,~~any ~~with~~shares ~~total~~of ~~outstanding warrants~~the ofCompany. ~~1,590,000~~The asparties ofinvolved ~~December~~in ~~31,~~the ~~2023.~~Share ~~Warrants~~Exchange ~~issued~~Agreement ~~for~~are SKYC, ~~services~~FDH ~~were~~and ~~recorded~~all atFDH ~~their~~Shareholders. ~~fair~~Mr. ~~value~~Lin onJinshui, ~~their~~an ~~measurement~~FDH ~~dates based~~Shareholder, ~~upon~~is the ~~Black-Scholes~~father ~~options~~of ~~pricing model~~Mr. ~~Our~~Lin ~~audit~~Xiangfeng ~~procedures~~and toMr. ~~evaluate~~Lin ~~the~~Xiuzi, ~~appropriateness~~an ~~and~~FDH Shareholder, ~~accuracy~~is of the ~~accounting and~~brother ~~fair~~of ~~value~~Mr. ~~determined~~Lin byXiangfeng. ~~management~~Other ~~included~~than ~~reviewing~~Mr. ~~the~~Lin ~~agreements~~Xiangfeng, ~~supporting~~no ~~the~~third ~~issuances~~party asplayed ~~well~~a assubstantial ~~independently~~role ~~recomputing~~ in the ~~valuations made by Management~~agreement.

~~Victor~~FDH ~~Mokuolu~~owned ~~CPA~~(i) ~~PLLC~~100% of the issued and outstanding capital stock of Shenzhen Dong Sen Mobile Communication Technology Co., Ltd (also known and doing business as Shenzhen Donxon Mobile Communication Technology Co., Ltd, “Donxon”), a company organized under the laws of the People’s Republic of China (“China” or the “PRC”); and (ii) 100% of the issued and outstanding capital stock of Shenzhen Xing Tian Kong Digital Company Limited (“XTK”), a PRC company. XTK was the holder of 100% of the issued and outstanding capital stock of Shenzhen Da Sheng Communication Technology Company Limited (also known and do business as Shenzhen Dasen Communication Technology Company Limited, “Dasen”), a PRC company. Dasen is the holder of 70% of the issued and outstanding capital stock of Foshan Da Sheng Communication Chain Service Company Limited (also known and do business as Foshan Dasen Communication Chain Service Co. Ltd, “FDSC”), a PRC company. Pursuant to the Exchange Agreement, FDH became a wholly-owned subsidiary of the Company, and the Company owned 100% of Donxon, 100% of XKT, 100% of Dasen and 70% of FDSC indirectly through FDH.

WeOn ~~have~~February ~~served~~13, as2018, a change of control occurred, and new officers and directors of the Company were appointed. The name change of ‘Sky Digital Stores Corp.’s ~~auditor~~(SKYC) ~~since~~to ~~2023~~Family Office of America, Inc. ~~Houston~~and the 1 – 1,000 ~~Texas~~reverse ~~April~~split 11was announced on FINRA’s Daily List. Echo Resources LLLP took over control of Family Office owning 232,689 ~~2024~~of ~~PCAOB~~the ~~ID:~~396,650 ~~6771~~common shares outstanding. Since that event Family Office did not have any business operations or any assets or liabilities.

F-37

~~QUALIS~~In July, 2019, John Ballard ~~INNOVATIONS~~and Charles Achoa, ~~INC~~formed a new company named EMF Medical Devices Inc. for the development, maintenance, marketing and sale of an electronic device for the treatment of pain that would make use of certain intellectual property interests held by LCMD. In May 2021 the Company changed its name to mPathix Health Inc. John Ballard is the Company’s previous Chief Financial Officer and Charles Achoa does not participate in any management or board position.

~~CONSOLIDATED~~On June 28, 2021, the Company entered into a Share ~~BALANCE~~Exchange ~~SHEETS~~Agreement (“Exchange Agreement”) by and among mPathix Health, Inc. (formerly EMF Medical Devices, Inc., a Delaware corporation) (“mPathix”) and Family Office. The closing of the transaction (the “Closing”) took place on June 29, 2021 (the “Closing Date”). On the Closing Date, pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares (the “Shares”) of mPathix. In exchange, the Company issued to the mPathix shareholder’s, their designees or assigns, an aggregate of 6,988,300 shares of Company common stock (the “Shares Component”) or 93.36% of the shares of common stock of the Company issued and outstanding after the Closing (the “Share Exchange”), at a valuation of $0.50 per share, and the Company issued warrants to purchase an additional 1,098,830 shares (698,830 warrants issued to the Company’s previous CEO and 400,000 to CreoMed which is beneficially owned by Dr. Joseph Pergolizzi, the Company’s acting CEO and chairman of the board) of the Company’s common stock, exercisable for 10 years at a $0.50 per share exercise price, subject to adjustment. In connection with the closing of the mPathix acquisition, the officers and directors of mPathix were appointed as the officers and directors of the Company. On June 29, 2021, the Company issued 496,650 common shares for the recapitalization of Family Office in conjunction with the reverse acquisition for a net book value of $0.

	December 31,
	2023			2022
ASSETS
Current assets:
Cash	$	2,431		$	69,858
Inventory		-			40,175
Deposits		-			54,000
Other current assets		-			92,170
Total current assets		2,431			256,203
Property and equipment, net		-			39,258
Total assets	$	2,431		$	295,461
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	16,285		$	40,315
Short-term – share settlement		500,000			-
Short-term note payable		9,102			31,192
Total current liabilities		525,387			71,507
Total liabilities		525,387			71,507
Stockholders’(deficit) equity
Preferred stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding at December 31, 2023 and 2022, respectively		-			-
Common stock, $0.001 par value, 750,000,000 shares authorized; 8,439,950 and 8,475,950 shares issued and outstanding at December 31, 2023 and 2022, respectively		8,440			8,476
Additional paid-in-capital		3,898,912			3,840,765
Accumulated deficit		(4,430,308	)		(3,625,287	)
Total stockholders’ (deficit) equity		(522,956	)		223,954
Total liabilities and stockholders’ (deficit) equity	$	2,431		$	295,461

The acquisition was accounted for as a “reverse merger’’ and recapitalization since the stockholders of mPathix owned a majority of the outstanding shares of the common stock immediately following the completion of the transaction assuming that holders of 10% of the Public Shares exercise their conversion rights. mPathix was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of mPathix. As a result, Family Office was considered to be the continuation of the predecessor mPathix. Accordingly, the assets and liabilities and the historical operations that are reflected in the consolidated financial statements are those of mPathix and are recorded at the historical cost basis of mPathix. Family Office’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of mPathix after consummation of the acquisition.

~~See accompanying~~NOTE ~~notes~~2 to– ~~consolidated~~BASIS ~~financial~~OF ~~statements.~~PRESENTATION

~~F-4~~The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and stated in U.S. dollars. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

~~QUALIS~~The Company currently operates in one business ~~INNOVATIONS~~segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, ~~INC~~the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities.

~~CONSOLIDATED STATEMENTS~~Going ~~OF OPERATIONS~~Concern

	For the Years Ended December 31,
	2023			2022
Net revenue	$	-		$	-
Gross Profit	$	-			-
Operating expenses:
Research and development		1,500			76,360
Warrants issued for services		30,348			342,024
Stock based compensation - related party		45,763			(94,101	)
General and administrative		152,630			596,232
Total operating expenses		230,241			920,515
Loss from operations		(230,241	)		(920,515	)
Operating (income) expenses:
Settlement of dispute		500,000			-
Impairment of assets		76,008			-
Inventory adjustment		40,175			-
Gain on cancellation of shares for services		(18,000	)		-
Other income		(23,403	)		-
Total other expenses		574,780			-
Loss before income taxes		(805,021	)		(920,515	)
Income taxes		-			-
Net loss	$	(805,021	)	$	(920,515	)
Net loss per share, basic and diluted	$	(0.09	)	$	(0.11	)
Weighted average number of shares outstanding
Basic and diluted		8,475,950			8,333,660

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $4,530,792 at December 31, 2024, had a working capital deficit of $23,440 and $522,956 at December 31, 2024 and December 31, 2023, respectively, had a net loss of $100,484 and $805,021 for years ended December 31, 2024 and 2023, respectively, and net cash used in operating activities of $89,370 and $76,529 for the years ended December 31, 2024 and 2023, respectively, with no revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

~~See accompanying notes to consolidated financial statements.~~F-8

~~F-5~~While the Company is attempting to expand operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While management believes in the viability of its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

~~QUALIS~~The consolidated financial statements do not include ~~INNOVATIONS,~~any ~~INC~~adjustments that might be necessary if the Company is unable to continue as a going concern.

~~CONSOLIDATED STATEMENTS~~NOTE OF3 ~~CHANGES~~– INSUMMARY ~~STOCKHOLDERS’~~OF ~~(DEFICIT)~~SIGNIFICANT ~~EQUITY~~ACCOUNTING POLICIES

	Common Stock						Additional Paid			Accumulated			Total Stockholders’
	Shares			Amount			in Capital			Deficit			(Deficit) Equity
Balance as of January 1, 2022		8,239,950		$	8,240		$	3,466,947		$	(2,704,772	)	$	770,415
Warrants issued to third parties in conjunction with services		-			-			342,024			-			342,024
Stock based compensation - related party		-			-			(94,101	)		-			(94,101	)
Options issued to third parties in conjunction with services		-			-			8,131			-			8,131
Issuance of common stock for cash		200,000			200			99,800			-			100,000
Issuance of common stock for services		36,000			36			17,964			-			18,000
Net loss		-			-			-			(920,515	)		(920,515	)
Balance as of December 31, 2022		8,475,950		$	8,476		$	3,840,765		$	(3,625,287	)	$	223,954
Balance as of January 1, 2023		8,475,950		$	8,476		$	3,840,765		$	(3,625,287	)	$	223,954
Balance		8,475,950		$	8,476		$	3,840,765		$	(3,625,287	)	$	223,954
Warrants issued to third parties in conjunction with services		-			-			30,348			-			30,348
Stock based compensation - related party		-			-			45,763			-			45,763
Cancellation of common stock for services		(36,000	)		(36	)		(17,964	)					(18,000	)
Net loss		-			-			-			(805,021	)		(805,021	)
Balance as of December 31, 2023		8,439,950		$	8,440		$	3,897,485		$	(4,430,308	)	$	(522,956	)
Balance		8,439,950		$	8,440		$	3,897,485		$	(4,430,308	)	$	(522,956	)

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the consolidated financial statements.

~~See accompanying~~Use ~~notes~~of ~~to consolidated financial statements~~Estimates

~~F-6~~The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the consolidated financial statements. The more significant estimates and assumptions by management include among others: common stock valuation, amortization of intangible assets, depreciation of property and equipment, the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

~~QUALIS~~For the year ended December 31, 2023, the accompanying ~~INNOVATIONS~~consolidated financial statements includes a change in accounting estimate of accrued expenses that resulted in a $41,403 ~~INC~~reduction in expenses from operations comprised of accounts payable of $23,403, common stock of $36, and additional paid in capital of $17,964 (due to the cancellation of 36,000 common shares). The Financial Accounting Standards Board’s, ASC 250-10-45-17 requires specific financial statement disclosures to include the effect on income from operations, net income, and any related per-share amounts.

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~Cash

	For the Years Ended December 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(805,021	)	$	(920,515	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		17,250			17,102
Impairment of assets		76,008			-
Warrants issued for services		30,348			342,024
Options issued for services		-			8,131
Stock based compensation - related parties		45,763			(94,101	)
Issuance of common stock for services		-			18,000
Issuance of common stock in settlement of dispute		500,000			-
Changes in operating assets and liabilities:
Inventory		40,175			20,100
Other current assets		92,170			8,974
Accounts payable and accrued expenses		(42,030	)		22,067
Short-term note payable		(31,192	)		31,192
Other current liabilities		-			(11,400	)
Net cash used in operating activities		(76,529	)		(558,426	)
Cash flows from investing activities:
None		-			-
Net cash used in investing activities		-			-
Cash flows from financing activities:
Advance from shareholder		9,102			-
Issuance of common stock for cash		-			100,000
Net cash provided by financing activities		9,102			100,000
Net (decrease) increase in cash		(67,427	)		(458,426	)
Cash at beginning of period		69,858			528,284
Cash at end of period	$	2,431		$	69,858
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Insurance policy financed by short-term note payable	$	-		$	62,384

The Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company has not experienced any cash losses.

~~See accompanying~~Related ~~notes to consolidated financial statements~~Parties

~~F-7~~The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company.

~~QUALIS INNOVATIONS,~~Income ~~INC.~~ Taxes

~~NOTES~~Income taxes are accounted for under an asset TOand ~~CONSOLIDATED~~liability ~~FINANCIAL~~approach. ~~STATEMENTS~~This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Balance Sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the consolidated Statements of Operations.

~~FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~F-9

~~NOTE~~ASC 740-10 clarifies 1the –accounting ~~ORGANIZATION~~for ~~AND~~uncertainty ~~PRINCIPAL~~in ~~ACTIVITIES~~income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company does not have a liability for unrecognized income tax benefits.

~~Corporate History~~Advertising and ~~Background~~Marketing Costs

~~Qualis Innovations,~~Advertising ~~Inc.~~and ~~(the~~marketing ~~“Company”~~expenses orare ~~“Qualis”), formerly known~~ recorded as ~~Hoopsoft~~marketing ~~Development~~expenses ~~Corp.,~~when ~~Yellowstone~~they ~~Mining, Inc.~~are ~~and Sky Digital Holding Corp~~incurred. ~~was~~The ~~incorporated in the state of Nevada on March 23, 2006 under the name Hoopsoft Development Corp (“Hoopsoft”). On January 12, 2007, the~~ Company ~~entered~~had ~~into~~no anadvertising ~~agreement~~ and ~~plan~~marketing ofexpense ~~merger (“Agreement and Plan of Merger”) with Yellowcake Mining, Inc. (“Yellowcake”), a Nevada corporation and wholly-owned subsidiary of Hoopsoft Development Corp., incorporated~~ for the ~~sole~~years ~~purpose~~ended ofDecember ~~effecting the merger. Pursuant to the terms of the Agreement and Plan of Merger~~31, ~~Yellowcake~~ ~~merged with~~ 2024 and ~~into Hoopsoft~~2023, ~~with Hoopsoft carrying on as the surviving corporation under the name “Yellowcake Mining, Inc~~respectively.”

~~On April~~Research ~~6, 2011, Yellowcake restated its articles of incorporation~~ and changed its name to Sky Digital Stores Corp (“SKYC”). On May 5, 2011, the Company entered into a Share Exchange Agreement (“Exchange Agreement”) by and among SKYC and Hong Kong First Digital Holding Ltd. (“First Digital”), and the shareholders of First Digital (the “FDH Shareholders”) entered into a Share “FDH”), and the shareholders of FDH (the “FDH Shareholders”). The closing of the transaction (the “Closing”) took place on May 5, 2011 (the “Closing Date”). On the Closing Date, pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares (the “Shares”) of FDH from the FDH Shareholders; and FDH Shareholders transferred and contributed all of their Shares to us. In exchange, the Company issued to the FDH Shareholders, their designees or assigns, an aggregate of 23,716,035 shares (the “Shares Component”) or 97.56% of the shares of common stock of the Company issued and outstanding after the Closing (the “Share Exchange”), at $0.20 per share.Development

~~Mr. Lin~~All ~~Xiangfeng~~research ~~planned, organized~~ and ~~executed~~development ~~the~~costs ~~Share~~are ~~Exchange.~~expensed as ~~Prior to the Share Exchange, Mr~~incurred. ~~Lin~~Research ~~Xiangfeng was the largest shareholder~~ and ~~sole~~development ~~officer~~expenses ofcomprise ~~FDH.~~costs Heincurred ~~was~~in ~~also~~performing ~~the~~research ~~CEO~~and ofdevelopment ~~SKYC~~activities, ~~but~~including ~~did~~clinical trial ~~not~~costs, ~~own~~manufacturing ~~any~~costs ~~shares~~for ofboth ~~the~~clinical ~~Company.~~and ~~The~~pre-clinical ~~parties~~materials ~~involved~~as inwell ~~the~~as ~~Share~~other ~~Exchange Agreement~~contracted ~~are SKYC~~services, ~~FDH~~license fees, and other ~~all~~external ~~FDH Shareholders~~costs. ~~Mr.~~Nonrefundable ~~Lin~~advance ~~Jinshui,~~payments anfor ~~FDH~~goods ~~Shareholder,~~and isservices ~~the~~that ~~father~~will ofbe ~~Mr.~~used ~~Lin~~in ~~Xiangfeng~~future research and ~~Mr.~~development ~~Lin~~activities ~~Xiuzi,~~are anexpensed ~~FDH~~when ~~Shareholder, is~~ the ~~brother~~activity ofis ~~Mr.~~performed ~~Lin~~or ~~Xiangfeng.~~when ~~Other~~the ~~than~~goods ~~Mr.~~have ~~Lin~~been ~~Xiangfeng~~received, norather ~~third~~than ~~party~~when ~~played~~payment ais ~~substantial~~made, ~~role~~ in ~~the~~accordance ~~agreement~~with ASC 730, Research and Development.

~~FDH owned~~With ~~(i)~~respect ~~100%~~to of the ~~issued~~current ~~and~~status ~~outstanding capital stock~~ of ~~Shenzhen~~the ~~Dong Sen Mobile Communication Technology Co.~~patent, ~~Ltd (also known~~ ~~and~~there ~~doing~~has ~~business~~been asno ~~Shenzhen~~movement ~~Donxon~~during ~~Mobile~~the ~~Communication~~period ~~Technology~~ended ~~Co.,~~December ~~Ltd~~31, ~~“Donxon”),~~2024 ~~a company organized under the laws of the People’s Republic of China (“China” or the “PRC”);~~ and ~~(ii)~~to ~~100%~~date. ofThe ~~the issued and outstanding capital stock of Shenzhen Xing Tian Kong Digital~~ Company ~~Limited~~has ~~(“XTK”),~~ a ~~PRC~~disagreement ~~company.~~with ~~XTK was~~ the ~~holder~~specific ofvendor and ~~100% of~~ the ~~issued~~ ~~and~~project ~~outstanding~~relating ~~capital~~to ~~stock~~collection of ~~Shenzhen~~data, Datesting ~~Sheng Communication Technology Company Limited (also known~~ and dofiling ~~business~~the aspatent ~~Shenzhen Dasen~~application ~~Communication~~has ~~Technology~~been ~~Company~~kept ~~Limited,~~on ~~“Dasen”), a PRC company~~hold. ~~Dasen~~The ~~is the holder of 70% of the issued and outstanding capital stock of Foshan Da Sheng Communication Chain Service~~ Company ~~Limited (also known~~ and dothe ~~business as Foshan Dasen~~vendor ~~Communication~~are ~~Chain~~trying ~~Service Co. Ltd, “FDSC”), a PRC company. Pursuant~~ to ~~the~~resolve ~~Exchange~~this ~~Agreement~~disagreement, ~~FDH~~about ~~became~~achieving a ~~wholly-owned subsidiary~~particular ~~of the Company~~milestone, ~~and~~which ~~the~~they ~~Company~~expect ~~owned~~to ~~100%~~be ofcompleted ~~Donxon,~~later ~~100%~~in offiscal ~~XKT, 100% of Dasen and 70% of FDSC indirectly through FDH~~2025.

~~On February~~General ~~13, 2018, a change of control occurred,~~ and ~~new~~Administrative officers and directors of the Company were appointed. The name change of ‘Sky Digital Stores Corp.’ (SKYC) to Qualis Innovations, Inc. and the 1 – 1,000 reverse split was announced on FINRA’s Daily List. Echo Resources LLLP took over control of Qualis owning 232,689 of the 396,650 common shares outstanding. Since that event Qualis did not have any business operations or any assets or liabilities.Expenses

~~In July,~~General ~~2019, John Ballard~~ and ~~Charles~~administrative ~~Achoa,~~expenses ~~formed~~consisted of aprofessional ~~new~~service ~~company named EMF Medical Devices Inc. for the development~~fees, ~~maintenance, marketing~~ and ~~sale~~other ofgeneral anand ~~electronic~~administrative ~~device~~overhead ~~for the treatment of pain that would make use of certain intellectual property interests held by LCMD~~costs. In ~~May~~Expenses ~~2021~~are ~~the~~recognized ~~Company~~when ~~changed its name to mPathix Health Inc~~incurred. ~~John Ballard is the Company’s previous Chief Financial Officer and Charles Achoa does not participate in any management or board position.~~

~~F-8~~Inventories

OnInventories ~~June~~are ~~28,~~valued ~~2021,~~at the ~~Company~~lower ~~entered~~of ~~into~~cost aor ~~Share~~net ~~Exchange~~realizable ~~Agreement (“Exchange Agreement”) by and among mPathix Health, Inc~~value. ~~(formerly~~ ~~EMF Medical Devices, Inc., a Delaware corporation) (“mPathix”) and Qualis.~~ The ~~closing~~Company’s ofinventories ~~the~~are ~~transaction~~valued ~~(the “Closing”)~~under ~~took place on June 29, 2021 (~~the ~~“Closing~~first ~~Date”). On the Closing Date~~in, ~~pursuant~~first toout ~~the terms of the Exchange Agreement, the Company acquired all of the outstanding shares~~ (~~the “Shares”~~FIFO) ~~of mPathix. In exchange, the Company~~ ~~issued~~method ~~to the mPathix shareholder’s, their designees~~ or ~~assigns,~~average ancost ~~aggregate~~method. ofNet ~~6,988,300~~realizable ~~shares~~value ofis ~~Company~~estimated ~~common~~based ~~stock~~on ~~(the “Shares~~current ~~Component”)~~selling ~~or 93~~prices.~~36%~~ ofThe ~~the shares of common stock of the~~ Company ~~issued~~records ~~and outstanding after the Closing (the “Share Exchange”), at~~ a ~~valuation~~provision ~~of $0.50 per share, and the Company issued warrants to purchase an additional 1,098,830~~for ~~shares~~excess ~~(698,830 warrants issued to the Company’s previous CEO~~ and ~~400,000~~obsolete toinventory ~~CreoMed~~based ~~which~~primarily ison ~~beneficially~~forecasted ~~owned~~product bydemand ~~Dr. Joseph Pergolizzi, the Company’s acting CEO~~ and ~~chairman~~production ~~of the board) of the Company’s common stock, exercisable for 10 years at a $0~~requirements.50 ~~per~~Once ~~share~~inventory ~~exercise~~provisions ~~price, subject to adjustment. In connection with the closing of the mPathix acquisition, the officers and~~are ~~directors of mPathix were appointed as the officers and directors of the Company. On June 29~~established, ~~2021,~~ the ~~Company~~written-down ~~issued~~value ~~496,650 common shares for the recapitalization~~ of ~~Qualis in conjunction with~~ the ~~reverse~~inventory ~~acquisition~~becomes ~~for~~its anew ~~net~~cost ~~book value of $0~~basis.

The acquisition was accounted for as a “reverse merger’’ and recapitalization since the stockholders of mPathix owned a majority of the outstanding shares of the common stock immediately following the completion of the transaction assuming that holders of 10% of the Public Shares exercise their conversion rights. mPathix was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of mPathix. As a result, Qualis was considered to be the continuation of the predecessor mPathix. Accordingly, the assets and liabilities and the historical operations that are reflected in the consolidated financial statements are those of mPathix and are recorded at the historical cost basis of mPathix. Qualis’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of mPathix after consummation of the acquisition.Deposits

~~NOTE~~Deposits consist of amounts paid to a vendor in 2advance –to ~~BASIS~~manufacture OFpain ~~PRESENTATION~~treatment products. Deposits are included in current assets in the accompanying Condensed Consolidated Balance Sheets.

~~The accompanying~~Property ~~consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”)~~ and stated in U.S. dollars. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).Equipment

~~The~~Property and equipment are carried at cost and ~~Company~~are ~~currently~~depreciated ~~operates~~on ina ~~one~~straight-line ~~business~~basis ~~segment~~over the estimated useful lives of the assets, generally five years. The ~~Company~~cost of repairs and maintenance is ~~not~~expensed ~~organized~~as byincurred; ~~market~~major replacements and isimprovements ~~managed~~are ~~and~~capitalized. ~~operated~~When asassets ~~one~~are ~~business.~~retired or disposed of, the Acost ~~single~~and ~~management~~accumulated ~~team~~depreciation ~~reports~~are toremoved from the ~~chief~~accounts, ~~operating~~and ~~decision~~any ~~maker,~~resulting ~~the~~gains ~~Chief~~or ~~Executive~~losses ~~Officer,~~are ~~who~~included ~~comprehensively~~in ~~manages~~income in the year ~~entire~~of ~~business~~disposition. ~~The~~Fixed ~~Company~~assets ~~does~~are ~~not~~examined ~~currently~~for ~~operate~~the ~~any~~possibility ~~separate~~of ~~lines~~decreases ofin ~~businesses~~value when events or ~~separate~~changes ~~business~~in ~~entities~~circumstances reflect the fact that their recorded value may not be recoverable.

~~Going Concern~~F-10

~~The accompanying~~Impairment ~~consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization~~ of ~~assets~~Long-lived and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $4,430,308 at December 31, 2023, had a working capital deficit of $522,956 and working capital of $184,696 at December 31, 2023 and December 31, 2022, respectively, had a net loss of $805,021 and $920,515 for years ended December 31, 2023 and 2022, respectively, and net cash used in operating activities of $76,529 and $558,426 or years ended December 31, 2023 and 2022, respectively, with no revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern.Assets

~~While the~~The Company isperiodically ~~attempting~~evaluates towhether ~~expand~~the carrying ~~operations~~value ~~and~~of ~~generate revenues~~property, ~~the~~equipment ~~Company’s~~and ~~cash~~intangible ~~position~~assets ~~may~~has ~~not~~been beimpaired ~~significant~~when ~~enough to~~circumstances ~~support~~indicate the ~~Company’s~~carrying ~~daily~~value ~~operations. Management intends to raise additional funds by way~~ of ~~a private offering. Management~~those ~~believes~~assets ~~that~~may ~~the~~not ~~actions~~be ~~presently~~recoverable. ~~being~~The ~~taken~~carrying toamount ~~further~~is ~~implement~~not ~~its~~recoverable ~~business~~if ~~plan~~it ~~and~~exceeds ~~generate revenues provide~~ the ~~opportunity for~~sum ~~the~~of ~~Company to continue as a going concern. While management believes in~~ the ~~viability~~undiscounted ofcash ~~its~~flows ~~strategy~~expected to ~~generate revenues and in~~ ~~its~~result ~~ability~~from tothe ~~raise~~use ~~additional~~and ~~funds~~eventual ordisposition ~~transact~~of anthe asset. ~~sale,~~If ~~there~~the ~~can~~carrying bevalue nois ~~assurances~~not torecoverable, ~~that~~the ~~effect~~impairment orloss onis ~~terms~~measured ~~acceptable to~~as the ~~Company.~~excess ~~The ability~~ of the ~~Company to continue as a going concern is dependent upon the Company~~asset’s ~~ability~~carrying tovalue ~~further~~over ~~implement~~ its ~~business~~fair ~~plan and generate revenues~~value.

FThe Company’s impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-9lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with the Company’s assumptions and estimates, or the assumptions and estimates change due to new information, the Company may be exposed to an impairment charge in the future.

~~The~~In the 4th quarter of 2023, the Company ~~consolidated~~determined ~~financial~~that ~~statements~~the dothird ~~not~~party ~~include~~manufacturer ~~any~~of ~~adjustments~~its SOLACE device was unable to deliver the remaining SOLACE devices and that ~~might~~it may not be ~~necessary~~economically iffeasible to pursue the manufacturer for the return of the tooling and deposits. As a result, the Company isdetermined ~~unable~~that the value of the tooling and deposits related to ~~continue~~its asSOLACE adevice ~~going~~was $0 and recorded an impairment of assets totaling $76,008 in the ~~concern~~year ended December 31, 2023 and is classified in other expenses in the consolidated Statements of Operations.

~~NOTE 3~~Fair –Value ~~SUMMARY~~of OFFinancial ~~SIGNIFICANT ACCOUNTING POLICIES~~Instruments

~~This summary~~The provisions of ~~significant~~ accounting ~~policies~~guidance, ofFASB ~~the~~Topic ASC ~~Company~~825 isrequires ~~presented~~all entities to ~~assist~~disclose ~~in understanding~~ the ~~Company’s~~fair ~~consolidated~~value of financial ~~statements.~~ ~~The~~instruments, ~~consolidated~~both ~~financial~~assets ~~statements~~ and ~~notes~~liabilities ~~are~~recognized ~~representations~~and ofnot recognized on the ~~Company’s~~balance ~~management~~sheet, for which it is ~~responsible for~~practicable ~~their~~to ~~integrity~~estimate fair value, and ~~objectivity.~~defines ~~These~~fair ~~accounting~~value ~~policies~~of ~~conform~~a tofinancial ~~GAAP~~instrument ~~and~~as ~~have~~the ~~been~~amount at ~~consistently~~which ~~applied~~the instrument could be exchanged in ~~the~~a ~~preparation~~ current transaction between willing parties. As of ~~the~~December ~~consolidated~~31, 2024, there were no financial instruments ~~statements~~requiring fair value.

~~Use of~~Fair ~~Estimates~~Value Measurements

~~The preparation~~Fair ofvalue ~~these~~is ~~consolidated~~defined ~~financial~~as ~~statements~~the inexchange ~~accordance~~price ~~with~~that would ~~accounting~~be ~~principles~~received ~~generally~~for ~~accepted~~an inasset ~~the~~or ~~United~~paid ~~States of America requires management~~ to ~~make~~transfer ~~estimates~~a ~~and~~liability ~~assumptions~~(an ~~that~~exit ~~affect~~price) in the ~~reported~~principal ~~amounts~~or ofmost ~~assets~~advantageous ~~and~~market ~~liabilities~~for ~~and~~the ~~disclosures~~asset ofor ~~contingent~~liability, ~~assets~~in ~~and~~an ~~liabilities~~orderly attransaction ~~the~~between ~~dates~~market ofparticipants on the ~~consolidated~~measurement ~~financial~~date. ~~statements~~Valuation ~~and~~techniques ~~the~~used ~~reported~~to ~~amounts~~measure ~~of net sales and~~fair ~~expenses~~value ~~during~~must maximize the ~~reported~~use ~~periods.~~of ~~Actual~~observable ~~results~~inputs ~~may differ from those estimates~~ and ~~such~~minimize ~~differences~~the ~~may~~use beof ~~material~~unobservable ~~to the consolidated financial statements~~inputs. The ~~more~~fair ~~significant~~value ~~estimates~~hierarchy ~~and~~is ~~assumptions~~based byon ~~management include among others: common stock valuation, amortization~~three levels of ~~intangible assets~~inputs, ~~depreciation~~ of ~~property~~which ~~and equipment,~~ the ~~recoverability~~first oftwo ~~intangibles.~~are ~~The~~considered ~~current~~observable ~~economic~~and ~~environment has increased~~ the ~~degree~~last ofunobservable, ~~uncertainty~~as ~~inherent in these estimates and assumptions.~~follows:

~~For the~~● ~~year~~Level ~~ended~~1 ~~December~~– ~~31,~~Quoted ~~2023,~~prices ~~the~~in ~~accompanying~~active ~~consolidated~~markets ~~financial~~for ~~statements~~identical ~~includes~~assets aor ~~change~~liabilities. in● ~~accounting~~Level ~~estimate~~2 of– ~~accrued expenses~~Inputs other than Level 1 that ~~resulted~~are inobservable, aeither ~~$41~~directly or indirectly,~~403~~ ~~reduction~~such as quoted prices for similar assets or liabilities; quoted prices in ~~expenses~~markets ~~from~~that ~~operations~~are ~~comprised~~not ofactive; ~~accounts~~or ~~payable~~other ofinputs ~~$23,403,~~that ~~common~~are ~~stock~~observable ofor ~~$36, and~~can ~~additional~~be ~~paid~~corroborated inby ~~capital~~observable ofmarket ~~$17,964~~data ~~(due~~for tosubstantially the ~~cancellation~~full term of ~~36,000~~the ~~common~~assets ~~shares)~~or liabilities. ~~The~~● ~~Financial~~Level ~~Accounting~~3 ~~Standards~~– ~~Board’s, ASC~~Unobservable ~~250-10-45-17~~inputs ~~requires~~that ~~specific~~are ~~financial~~supported ~~statement~~by ~~disclosures~~little toor ~~include~~no ~~the~~market ~~effect~~activity onand ~~income~~that ~~from~~are ~~operations,~~significant ~~net~~to ~~income,~~the ~~and~~measurement ~~any related~~of ~~per-share~~the ~~amounts.~~fair value of the assets or liabilities

~~Cash~~The carrying value of financial assets and liabilities recorded at fair value are measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels.

~~The Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company has not experienced any cash losses.~~F-11

~~Related Parties~~Basic and diluted earnings per share

The ~~Company~~ ~~follows~~computation ~~ASC~~of ~~850,~~net ~~“Related~~profit ~~Party~~(loss) ~~Disclosures,”~~per ~~for~~share included in the ~~identification~~Statements of ~~related~~Operations, ~~parties~~represents ~~and~~the ~~disclosure~~net ofprofit ~~related party~~(loss) ~~transactions.~~per ~~Related~~share ~~parties are any entities or individuals~~ that, ~~through~~would ~~employment,~~have ~~ownership~~been orreported ~~other~~had ~~means, possess~~ the ~~ability~~Company been subject to ~~direct~~ASC or260, ~~cause~~“Earnings ~~the~~Per ~~direction~~Share ofas ~~the~~a ~~management~~corporation ~~and~~for ~~policies~~all ofperiods ~~the Company~~presented.

~~Income~~Diluted earnings (loss) per share are computed ~~Taxes~~on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

~~Income taxes~~Potentially ~~are~~dilutive ~~accounted~~securities ~~for~~were ~~under an asset and liability approach. This process involves calculating the temporary and permanent differences~~excluded ~~between~~from the ~~carrying~~calculation ~~amounts~~ of ~~the~~diluted ~~assets~~net ~~and~~loss ~~liabilities~~per ~~for~~share ~~financial~~because ~~reporting purposes and~~ the ~~amounts~~effects ~~used~~were ~~for~~anti-dilutive ~~income~~based ~~tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded~~ on the ~~Balance~~application ~~Sheets~~of ~~in accordance with ASC 740, which established financial accounting and reporting standards for~~ the ~~effect~~treasury ~~of income taxes. The likelihood that its~~stock ~~deferred~~method ~~tax assets will be recovered from future taxable income must be assessed~~ and, tobecause the ~~extent~~Company ~~that~~incurred ~~recovery~~net islosses ~~not~~during ~~likely, a valuation allowance is established. Changes in~~ the ~~valuation allowance in a~~ period ~~are recorded through the income tax provision in the consolidated Statements of Operations~~.

FThere were 1,710,000 and 1,710,000 dilutive securities outstanding for the years ended December 31, 2024 and 2023, respectively. These potential dilutive securities outstanding have not been considered as the inclusion would be anti-10dilutive.

~~ASC 740-10~~Employee ~~clarifies~~Stock ~~the~~Based accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company does not have a liability for unrecognized income tax benefits.Compensation

~~Advertising~~ Stock based compensation issued to employees and members ~~Marketing~~of ~~Costs~~our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis.

~~Advertising~~For purposes of determining the variables used in the calculation of stock-based compensation issued to employees, the Company performs an analysis of current market data and historical ~~marketing~~data ~~expenses~~to ~~are~~calculate ~~recorded~~an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as ~~marketing~~variables ~~expenses~~in ~~when~~the ~~they~~Black-Scholes ~~are~~option pricing ~~incurred~~model. ~~The~~Depending ~~Company~~upon ~~had~~the nonumber ~~advertising~~of ~~and~~stock ~~marketing~~options ~~expense~~granted any fluctuations in these calculations could have a material effect ~~for~~on the ~~years~~results ~~ended~~presented ~~December~~in 31our consolidated statements of operations. In addition, ~~2023~~any differences between estimated forfeitures and actual ~~2022,~~forfeitures ~~respectively~~could also have a material impact on our consolidated financial statements.

~~Research and~~Non-Employee ~~Development~~Stock Based Compensation

~~All~~Issuances of the Company’s common stock ~~research~~or ~~and~~warrants ~~development~~for ~~costs~~acquiring goods or services are ~~expensed~~measured asat ~~incurred~~the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. ~~Research~~The ~~and~~measurement ~~development~~date ~~expenses~~for ~~comprise~~the ~~costs~~fair ~~incurred~~value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in ~~performing~~which ~~research~~counter ~~and~~performance ~~development~~may ~~activities,~~be ~~including~~required ~~clinical~~over ~~trial~~a ~~costs~~period of time, ~~manufacturing~~the ~~costs~~equity ~~for~~award ~~both~~granted ~~clinical~~to the party performing the service is fully vested and ~~pre~~non-~~clinical~~forfeitable on ~~materials~~the asdate ~~well as~~of ~~other~~the ~~contracted~~agreement. ~~services~~As a result, ~~license~~in ~~fees~~this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, ~~and~~the ~~other~~Company ~~external~~determines ~~costs.~~such ~~Nonrefundable~~date ~~advance~~to ~~payments~~be ~~for~~the ~~goods~~measurement date and ~~services~~will ~~that~~record ~~will~~the estimated fair market value of bethe ~~used~~instruments ingranted ~~future~~as ~~research~~a prepaid expense and ~~development~~amortize ~~activities~~such ~~are~~amount ~~expensed~~to ~~when~~general and administrative expense in the ~~activity~~accompanying statement of operations over the contract period. When it is ~~performed~~appropriate orfor ~~when~~the Company to recognize the ~~goods~~cost ~~have~~of ~~been~~a ~~received,~~transaction during financial ~~rather~~reporting ~~than~~periods ~~when~~prior ~~payment~~to isthe ~~made~~measurement date, infor ~~accordance~~purposes ~~with~~of ~~ASC~~recognition ~~730~~of costs during those periods, ~~Research~~the ~~and~~equity ~~Development~~instrument is measured at the then-current fair values at each of those interim financial reporting dates.

~~With respect~~Non-Cash toEquity the current status of the patent, there has been no movement during the period ended December 31, 2023 and to date. The Company has a disagreement with the specific vendor and the project relating to collection of data, testing and filing the patent application has been kept on hold. The Company and the vendor are trying to resolve this disagreement, about achieving a particular milestone, which they expect to be completed later in fiscal 2023.Transactions

~~General~~Shares of equity instruments issued for non-cash ~~and~~consideration ~~Administrative~~are ~~Expenses~~recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock.

~~General and administrative expenses consisted of professional service fees, and other general and administrative overhead costs. Expenses are recognized when incurred.~~F-12

~~Inventories~~Concentrations, Risks, and Uncertainties

~~Inventories are~~Business valued at the lower of cost or net realizable value. The Company’s inventories are valued under the first in, first out (FIFO) method or average cost method. Net realizable value is estimated based on current selling prices. The Company records a provision for excess and obsolete inventory based primarily on forecasted product demand and production requirements. Once inventory provisions are established, the written-down value of the inventory becomes its new cost basis.Risk

~~Deposits~~Substantial business risks and uncertainties are inherent to an entity, including the potential risk of business failure.

~~Deposits~~The Company is headquartered and operates in the ~~consist~~United ofStates. ~~amounts~~To ~~paid~~date, the Company has generated no revenues from operations. There can be no assurance that the Company will be able to araise ~~vendor~~additional incapital ~~advance~~and failure to ~~manufacture~~do ~~pain~~so ~~treatment~~would ~~products~~have a material adverse effect on the Company’s financial position, results of operations and cash flows. ~~Deposits~~Also, the success of the Company’s operations is subject to numerous contingencies, some of which are ~~included~~beyond inmanagement’s ~~current~~control. ~~assets~~Currently, inthese ~~the~~contingencies include general economic conditions, price of components, competition, ~~accompanying~~and ~~Condensed~~governmental ~~Consolidated~~and ~~Balance~~political ~~Sheets~~conditions.

~~Property and~~Interest ~~Equipment~~rate risk

~~Property and~~Financial ~~equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the~~ assets, ~~generally five years. The cost of repairs~~ and ~~maintenance~~liabilities isdo ~~expensed~~not ashave ~~incurred; major replacements and improvements are capitalized. When assets~~material ~~are~~interest ~~retired~~rate ~~or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition~~risk. ~~Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.~~

~~F-11~~Credit risk

~~Impairment of~~The ~~Long-lived~~Company ~~Assets~~is not exposed to credit risk.

The Company periodically evaluates whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value.Seasonality

The ~~Company’s~~ ~~impairment~~business analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not ~~recoverable,~~subject ~~we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited~~ to, ~~recent~~substantial ~~third-party comparable sales~~seasonal ~~and discounted cash flow models~~fluctuations. If actual results are not consistent with the Company’s assumptions and estimates, or the assumptions and estimates change due to new information, the Company may be exposed to an impairment charge in the future.

~~In the~~Major 4th quarter of 2023, the Company determined that the third party manufacturer of its SOLACE device was unable to deliver the remaining SOLACE devices and that it may not be economically feasible to pursue the manufacturer for the return of the tooling and deposits. As a result, the Company determined that the value of the tooling and deposits related to its SOLACE device was $0 and recorded an impairment of assets totaling $76,008 in the year ended December 31, 2023 and is classified in other expenses in the consolidated Statements of Operations.Suppliers

~~Fair~~The Company has not entered into any contracts ~~Value~~that ofobligate ~~Financial~~it ~~Instruments~~to purchase a minimum quantity or exclusively from any supplier.

~~The provisions~~Recent ofAccounting accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2023, there were no financial instruments requiring fair value.Pronouncements

~~Fair~~Recently issued accounting updates are not expected ~~Value~~to ~~Measurements~~have a material impact on the Company’s consolidated financial statements.

~~Fair value~~NOTE is4 ~~defined~~– asSHORT ~~the~~TERM exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:LOAN

●The ~~Level~~Company 1borrows –funds ~~Quoted~~from ~~prices~~the inCompany’s CEO ~~active markets~~ for ~~identical~~working ~~assets~~capital orpurposes ~~liabilities.~~from ●time ~~Level~~to 2time. –The ~~Inputs~~Company ~~other~~has ~~than~~recorded ~~Level~~the 1principal ~~that~~balance ~~are~~due ~~observable~~of $9,627 ~~either~~and ~~directly or indirectly~~$9,102 ~~such~~under asshort term ~~quoted~~note ~~prices~~payable ~~for~~in ~~similar~~the ~~assets~~accompanying orBalance ~~liabilities;~~Sheets ~~quoted~~at ~~prices~~December in31, ~~markets~~2024 ~~that~~and ~~are~~2023, ~~not~~respectively. ~~active;~~The orCompany ~~other~~received ~~inputs~~advances ~~that~~of ~~are~~$1,025 and ~~observable~~$9,102 orand ~~can~~had berepayments ~~corroborated~~of by$500 ~~observable~~and ~~market~~$0 ~~data~~ for ~~substantially~~ the ~~full~~years ~~term~~ended ofDecember ~~the~~31, ~~assets~~2024 orand ~~liabilities~~2023, respectively. ●The ~~Level~~advance 3from –our ~~Unobservable~~CEO ~~inputs~~was not ~~that~~made ~~are~~pursuant ~~supported~~to byany ~~little~~loan agreements or nopromissory ~~market~~notes, ~~activity and that~~ are ~~significant~~interest tobearing ~~the~~at ~~measurement~~10% ofper ~~the~~annum ~~fair~~and ~~value~~due ofon ~~the assets or liabilities~~demand.

~~The carrying~~NOTE ~~value~~5 of– ~~financial assets and liabilities recorded at fair value are measured on a recurring or nonrecurring basis. Financial~~STOCKHOLDERS’ ~~assets~~DEFICIT and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels.

~~Basic~~The Company has authorized 25,000,000 preferred ~~and~~stock ~~diluted~~with ~~earnings~~a ~~per~~par ~~share~~value of $0.001 with no preferred shares outstanding at December 31, 2024 and December 31, 2023.

The ~~computation~~ ofCompany ~~net~~has ~~profit~~authorized ~~(loss) per share included in the Statements of Operations~~750,000,000 ~~represents the net profit (loss) per share that~~shares ~~would~~of ~~have~~par ~~been~~value ~~reported~~$0.001 ~~had~~common ~~the~~stock, ~~Company~~of ~~been~~which ~~subject~~20,439,950 toand ~~ASC 260~~8,439,950 ~~“Earnings~~shares ~~Per~~are ~~Share~~outstanding asat aDecember ~~corporation~~31, ~~for~~2024 ~~all~~and ~~periods~~December ~~presented~~31, 2023, respectively.

~~F-12~~Common Stock

~~Diluted earnings~~In ~~(loss)~~January ~~per~~2024, ~~share are computed on~~ the ~~basis~~Company ofissued ~~the weighted average number of~~ 2,000,000 common shares ~~(including~~to ~~common~~two ~~stock subject to redemption~~(2) ~~plus~~affiliates ~~dilutive potential common shares outstanding~~ for ~~the~~aggregate ~~reporting~~gross ~~period.~~proceeds ~~In periods where losses are reported, the weighted-average number~~ of ~~common stock outstanding excludes common stock equivalents~~$100, ~~because their inclusion would be anti-dilutive~~000.

~~Potentially dilutive~~In ~~securities~~January ~~were~~2024, ~~excluded from~~ the ~~calculation~~Company ofissued ~~diluted~~a ~~net~~total ~~loss~~of 10,000,000 ~~per~~common ~~share~~shares ~~because~~valued ~~the~~at ~~effects~~$500,000 ~~were anti-dilutive~~ (based on the ~~application~~estimated fair value of the ~~treasury~~ stock ~~method~~on ~~and~~the ~~because~~date ~~the~~of ~~Company~~grant) ~~incurred~~to ~~net~~two ~~losses~~affiliates ~~during~~in settlement ~~the~~of ~~period~~a dispute.

There were 1,710,000 and 1,610,000 dilutive securities outstanding for the years ended December 31, 2023 and 2022, respectively. These potential dilutive securities outstanding have not been considered as the inclusion would be antiF-~~dilutive.~~13

~~Employee Stock Based Compensation~~Warrants

~~Stock based~~On ~~compensation~~April ~~issued~~3, to2023, ~~employees~~the ~~and~~Company ~~members~~granted of3,333,333 shares ~~our~~warrants ~~board~~to purchase 3,333,333 of ~~directors~~the isCompany’s ~~measured~~common atstock to Jim Holt, the ~~date~~Company’s ofprevious ~~grant~~CEO, valued at $1,597,635 (based on the ~~estimated fair~~Black ~~value~~Scholes ofvaluation ~~the~~model ~~award,~~on ~~net~~the date of ~~estimated forfeitures~~grant). The ~~grant~~warrants ~~date~~are ~~fair~~exercisable ~~value~~for a period of aseven ~~stock-based~~years ~~award~~at is$0.03 ~~recognized~~per share asin anwhole ~~expense~~or ~~over~~in part and vest immediately. On December 13, 2023, Mr. Holt, entered into a cancellation agreement whereby a total of 100,000 warrants, valued at $45,763 (based on the ~~requisite~~Black ~~service~~Scholes ~~period~~valuation model on the date of cancellation) have vested with the ~~award~~remaining 3,233,333 onwarrants cancelled. The warrants are exercisable for a ~~straight-line~~period ~~basis~~of three years at $0.03 per share in whole or in part and vest immediately.

~~For purposes~~The offollowing ~~determining~~represents ~~the~~a ~~variables~~summary ~~used in the calculation~~ of ~~stock-based compensation issued to employees,~~ the ~~Company performs~~warrants anoutstanding ~~analysis~~at ofDecember ~~current market data and historical data to calculate an estimate of implied volatility~~31, ~~the~~2024 ~~expected term of the option~~ and ~~the~~changes ~~expected~~during ~~forfeiture rate. With~~ the ~~exception~~periods ofthen the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our consolidated statements of operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our consolidated financial statements.ended:

~~Non-Employee Stock~~ SUMMARY ~~Based~~OF ~~Compensation~~WARRANTS OUTSTANDING

Issuances of the Company’s common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates.

	Warrants		Weighted Average Exercise Price		Weighted Average Contract Life (in Years)		Aggregate Intrinsic Value *
Outstanding at January 1, 2023		1,490,000	$	0.50		8.4	$	-
Granted		100,000		0.05		3.0		52,000
Exercised		-		-		-		-
Expired/Forfeited		-		-		-		-
Outstanding at December 31, 2023		1,590,000	$	0.77		5.5	$	101,000
Granted		-		-		-		-
Exercised		-		-		-		-
Expired/Forfeited		-		-		-		-
Outstanding at December 31, 2024		1,590,000	$	0.77		4.5	$	2,000
Exercisable at December 31, 2024		1,590,000	$	0.77		4.5	$	2,000
Expected to be vested		1,590,000	$	0.77		4.5	$	2,000

~~Non-Cash Equity~~* ~~Transactions~~Based on the fair value of the Company’s stock on December 31, 2024 and December 31, 2023, respectively

Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock.Options

~~Concentrations,~~The following represents a summary of the options ~~Risks~~outstanding at December 31, 2024 and ~~Uncertainties~~changes during the periods then ended:

~~Business Risk~~ SUMMARY OF STOCK OPTIONS OUTSTANDING

Substantial business risks and uncertainties are inherent to an entity, including the potential risk of business failure.

	Options		Weighted Average Exercise Price		Weighted Average Contract Life (in Years)		Aggregate Intrinsic Value *
Outstanding at January 1, 2023		120,000	$	0.50		4.2	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Expired/Forfeited		-		-		-		-
Outstanding at December 31, 2023		120,000	$	0.50		3.2	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Expired/Forfeited		-		-		-		-
Outstanding at December 31, 2024		120,000	$	0.50		2.2	$	-
Exercisable at December 31, 2024		120,000	$	0.50		2.2	$	-
Expected to be vested		120,000	$	0.50		2.2	$	-

~~F-13~~* Based on the fair value of the Company’s stock on December 31, 2024 and 2023, respectively

The Company is headquartered and operates in the United States. To date, the Company has generated no revenues from operations. There can be no assurance that the Company will be able to raise additional capital and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. Currently, these contingencies include general economic conditions, price of components, competition, and governmental and political conditions.F-14

~~Interest~~NOTE 6 – RELATED ~~rate~~PARTY ~~risk~~TRANSACTIONS

~~Financial~~Other than as set forth below, and as disclosed ~~assets~~in Notes 4, 5 and ~~liabilities~~9, dothere have not been any transaction entered into or been a participant in which a related person had or will have a ~~material~~direct ~~interest~~or ~~rate~~indirect ~~risk~~material interest.

~~Credit risk~~NOTE 7 – INCOME TAXES

~~The~~At December 31, 2024, net operating loss carry ~~Company~~forwards for Federal and state income tax purposes totaling approximately $642,000 are available to reduce future income which under the Tax Cuts and Jobs Act of 2018, allows for an indefinite carryforward period, with carryforwards limited to 80% of each subsequent year’s net income. There is ~~not~~no ~~exposed~~income tax affect due to ~~credit~~the ~~risk~~recognition of a full valuation allowance on the expected tax benefits of future loss carry forwards based on uncertainty surrounding realization of such assets.

~~Seasonality~~A reconciliation of the statutory income tax rates and the effective tax rate is as follows:

~~The business~~ SCHEDULE isOF ~~not~~RECONCILIATION ~~subject~~OF toSTATUTORY ~~substantial~~INCOME ~~seasonal~~TAX ~~fluctuations.~~RATES

Major Suppliers

	Year Ended			Year Ended
	December 31, 2024			December 31, 2023

Statutory U.S. federal rate		21.0	%		21.0	%
State income tax, net of federal benefit		3.7	%		3.7	%
Permanent differences		0.0	%		0.0	%
Valuation allowance		(24.7	)%		(24.7	)%
Provision for income taxes		0.0	%		0.0	%

The ~~Company~~ ~~has~~tax ~~not~~effects ~~entered~~of ~~into~~the ~~any~~temporary ~~contracts~~differences and carry forwards that ~~obligate~~give itrise to ~~purchase~~deferred atax ~~minimum~~assets ~~quantity~~consist orof ~~exclusively~~the ~~from any supplier.~~following:

~~Recent Accounting~~ SCHEDULE ~~Pronouncements~~OF DEFERRED TAX ASSETS

Recently issued accounting updates are not expected to have a material impact on the Company’s consolidated financial statements.

	2024			2023
	December 31,
	2024			2023

Deferred tax assets:
Net operating loss carry forwards	$	642,350		$	617,573
Depreciation and amortization		253,712			253,712
Impairment of Intangible asset		63,964			63,964
Stock based compensation		157,163			157,163
Valuation allowance		(1,117,189	)		(1,092,412	)
Deferred tax assets, net	$	-		$	-

~~NOTE~~Major tax jurisdictions are the United States 4and ~~–PROPERTY~~Delaware ~~AND~~All ~~EQUIPMENT~~of the tax years will remain open three and four years for examination by the Federal and state tax authorities, respectively, from the date of utilization of the net operating loss. There are no tax audits pending.

~~Property and~~NOTE ~~equipment~~8 ~~consisted~~– ofEARNINGS ~~the~~PER ~~following as of:~~ SHARE

~~SCHEDULE~~FASB ASC Topic 260, Earnings Per Share, OFrequires ~~PROPERTY~~a ~~AND~~reconciliation ~~EQUIPMENT~~ of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations.

		December 31,			December 31,
	Estimated Life	2023			2022
Tooling	5 years	$	82,530		$	82,530
Computer Equipment	3 years		1,787			1,787
Impairment of tooling			(22,008	)		-
Accumulated depreciation			(62,309	)		(45,059	)
Total		$	-		$	39,258

Basic earnings (loss) per share are computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

Depreciation expense was $17,250 and $17,102 for the years ended December 31, 2023 and 2022, respectively, and is classified in general and administrative expenses in the consolidated Statements of Operations.F-15

~~NOTE~~The following potentially dilutive securities 5were –excluded ~~SHORT~~from ~~TERM~~the ~~LOAN~~calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period:

~~The Company~~ SCHEDULE ~~borrows~~OF ~~funds~~POTENTIALLY ~~from~~DILUTIVE ~~the~~SECURITIES ~~Company’s~~WERE ~~CEO~~EXCLUDED ~~for~~FROM ~~working~~CALCULATION ~~capital~~OF ~~purposes~~DILUTED ~~from~~NET ~~time~~LOSS toPER time. The Company has recorded the principal balance due of $9,102 and $0 under short term note payable in the accompanying Balance Sheets at December 31, 2023 and 2022, respectively. The Company received advances of $9,102 and $0 and no repayments for the years ended December 31, 2023 and 2022. The advance from our CEO was not made pursuant to any loan agreements or promissory notes, are interest bearing at 10% per annum and due on demand.SHARE

F-14

	2024		2023
	For the Years Ended December 31,
	2024		2023
Options to purchase shares of common stock		120,000		120,000
Warrants to purchase shares of common stock granted on February 14, 2021 to CreoMed, Inc.*		400,000		400,000
Warrants to purchase shares of common stock granted on March 16, 2021 to Demir Bingol*		300,000		300,000
Warrants to purchase shares of common stock granted on April 1, 2022 to CreoMed, Inc.		400,000		400,000
Warrants to purchase shares of common stock		490,000		490,000
Total potentially dilutive shares		1,710,000		1,710,000

~~NOTE 6~~* –The ~~STOCKHOLDERS’~~Company has cancelled and regranted these warrants to purchase 1,098,830 shares (~~DEFICIT~~698,830 warrants issued to the Ahmet Demir Bingol and 400,000 to CreoMed Inc.) ~~EQUITY~~of the Company’s common stock on June 29, 2021 in conjunction with the share exchange agreement.

The ~~Company~~ ~~has~~following ~~authorized~~table ~~25,000,000~~sets ~~preferred~~forth ~~stock~~the ~~with~~computation ~~a par value~~ of ~~$0.001~~basic ~~with~~and ~~no preferred shares outstanding at December 31, 2023~~diluted ~~and~~net ~~December~~income ~~31,~~per ~~2022.~~share:

~~The Company~~ SCHEDULE ~~has~~OF ~~authorized~~COMPUTATION ~~750,000,000~~OF ~~shares~~BASIC ofAND ~~par~~DILUTED ~~value~~NET ~~$0.001~~INCOME ~~common~~PER ~~stock, of which 8,439,950 and 8,475,950 shares are outstanding at December 31, 2023 and December 31, 2022, respectively.~~SHARE

Common Stock

	2024			2023
	For the Years Ended December 31,
	2024			2023
Net loss attributable to the common stockholders	$	(100,484	)	$	(805,021	)

Basic weighted average outstanding shares of common stock		20,262,354			8,475,950
Dilutive effect of options and warrants		-			-
Diluted weighted average common stock and common stock equivalents		20,262,354			8,475,950

Loss per share:
Basic and diluted	$	(0.00	)	$	(0.09	)

~~In January~~NOTE ~~2024,~~9 ~~the~~– ~~Company~~COMMITMENTS ~~issued~~AND ~~a total of 10,000,000 common shares valued at $500,000 (based on the estimated fair value of the stock on the date of grant) to two affiliates in settlement of a dispute.~~CONTINGENCIES

~~On July~~From ~~20,~~time ~~2022~~to time, various lawsuits and legal proceedings may arise in the ~~Company~~ordinary ~~issued~~course ~~200~~of business. However,~~000~~ ~~common~~litigation ~~shares~~is subject to inherent uncertainties and an ~~affiliate~~adverse ~~for~~result in ~~aggregate~~these ~~gross~~or ~~proceeds~~other matters may arise from time to time that may harm our business. We are currently not aware of ~~$100~~any legal proceedings or claims that it believes will have a material adverse effect on its business,~~000~~ financial condition or operating results.

~~Warrants~~2021 Equity Incentive Plan

~~On March~~In ~~16,~~June 2021, the ~~Company~~board of ~~granted~~directors ~~698,830~~of ~~warrants~~the toCompany ~~purchase~~authorized ~~698,830~~the adoption and implementation of the Company’s ~~common~~2021 ~~stock~~Equity Incentive Plan (the “2021 Plan”). The principal purpose of the 2021 Plan is to ~~Ahmet~~attract, ~~Demir~~retain ~~Bingol~~and motivate employees, ~~valued at~~officers, ~~$165~~directors,~~378~~ ~~(based~~consultants, onagents, advisors and independent contractors of the ~~Black~~Company ~~Scholes~~and ~~valuation~~its ~~model~~related oncompanies by providing them the ~~date~~opportunity ofto ~~grant),~~acquire ~~pursuant~~a proprietary interest in the Company and to ~~his~~link ~~Employment~~their ~~Agreement.~~interests ~~The~~and ~~warrants~~efforts ~~are~~to the long-term interests of the Company’s shareholders. Under ~~exercisable~~the 2021 Plan, an aggregate of 1,000,000 shares of the Company’s common stock have initially been reserved for issuance pursuant to a ~~period~~variety of ~~ten~~stock-based ~~years~~compensation atawards, ~~$0.50~~including ~~per~~stock ~~share~~options, instock ~~whole~~awards, orrestricted ~~in part~~stock, asrestricted ~~either~~stock aunits and other stock and cash-based awards. The exercise orprice asfor aeach ~~cashless~~option ~~exercise~~may not be less than fair market value of the common stock on the date of grant, and ~~fully~~ shall vest atas ~~grant~~determined ~~date~~by the Company’s board of directors but shall not exceed a ten-year period.

On February 24, 2022, Mr. Bingol, the Company’s previous CEO, entered into a separation agreement whereby he will terminate his employment effective April 15, 2022. He received no severance payment and there were no disagreements between he or the Company. A total of 300,000 warrants have vested with the remaining 398,830 unvested warrants expiring. As a result of Mr. Bingol’s termination, the Company reversed the remaining warrant modification balance of $94,101 during the year ended December 31, 2022.F-16

~~On February~~Consulting 1, 2022, the Company granted 30,000 warrants to purchase 30,000 of the Company’s common stock to a third party for consulting services, valued at $13,547 (based on the Black Scholes valuation model on the date of grant). The options are exercisable for a period of three years at $1.00 per share in whole or in part, and fully vest at grant date.Agreement

On ~~March~~ 29October 3, 2022, the ~~Board~~Company ofentered ~~Directors~~into ~~approved~~an Independent ~~the~~Contractor ~~granting~~Services ofAgreement ~~400,000~~(“Agreement”) ~~warrants,~~ with ~~effect~~a ~~from~~third ~~April~~party 1,to ~~2022,~~provide ~~convertible~~professional services to the Company’s. The ~~common~~Agreement ~~shares~~terminates ~~with~~January an3, ~~exercise~~2023. ~~price~~Under ofthis ~~$1.10~~Agreement, ~~valued~~the atcontractor ~~$290,276~~will ~~(based~~be onentitled ~~the~~to ~~Black~~a ~~Scholes~~monthly ~~valuation~~consulting ~~model~~fee onof ~~the~~$6,000 ~~date~~and a total of ~~grant)~~36,000 tocommon ~~our~~shares, ~~acting~~valued ~~CEO~~at ~~and~~$18,000 ~~Chairman~~(based ~~Joseph~~on V.the ~~Pergolizzi~~estimated ~~Jr.,~~fair MDvalue ~~through~~of ~~his~~the ~~company,~~stock ~~CreoMed~~on ~~Inc~~the ~~with~~date ~~an expiration period~~ of 10grant) ~~years~~for services rendered. ~~These~~In ~~warrants~~2023, ~~were~~the ~~issued~~Agreement aswas ~~compensation~~mutually ~~for~~cancelled ~~the~~with ~~first~~no ~~quarter~~consulting tofees ~~Joseph~~paid V.and ~~Pergolizzi~~the ~~Jr.~~36,000 MDcommon shares cancelled.

~~On August~~NOTE 1, 2022, based on a revised agreement signed by the relevant parties, the Company granted 60,000 warrants to purchase 60,000 of the Company’s common stock to a third party for consulting services, valued at $7,632 (based on the Black Scholes valuation model on the date of grant). The options are exercisable for a period of three years at $1.10 ~~per~~– ~~share~~SUBSEQUENT ~~in whole or in part, and fully vest at grant date.~~EVENTS

~~On September~~The ~~1, 2022, the~~ Company ~~granted~~evaluated ~~300,000~~all ~~warrants~~events toor ~~purchase~~transactions that ~~300,000~~occurred ofafter ~~the~~December ~~Company’s common stock to a third party for consulting services~~31, ~~valued~~2023 atup ~~$60,916~~through ~~(based~~the ondate the ~~Black~~consolidated ~~Scholes~~financial ~~valuation~~statements ~~model~~were onavailable ~~the~~to ~~date~~be ~~of grant)~~issued. ~~The~~During ~~options are exercisable~~this ~~for a~~ period, ofthe ~~four~~Company ~~years~~did atnot ~~$1.10~~have ~~per~~any ~~share~~material inrecognizable ~~whole~~subsequent orevents inrequired ~~part~~to ~~and~~be ~~vest~~disclosed ~~50%~~as inof ~~six months~~ and for the ~~remaining~~period ~~50%~~ended ~~in twelve months from~~December ~~the~~31, ~~grant date~~2023.

~~F-15~~Regulation D

On ~~April~~ 3January 15, ~~2023~~2025, the Company ~~granted~~initiated ~~3,333,333~~a ~~shares~~Regulation D ~~warrants~~offering to ~~purchase~~sell ~~3,333,333~~up ~~of the Company’s common stock~~ to ~~Jim Holt~~6, ~~the Company’s previous CEO~~000,000 ~~valued~~common shares at ~~$1,597,635 (based on the Black Scholes valuation model on the date of grant). The warrants are exercisable for~~ a ~~period~~price of ~~seven years at~~ $0.0310 per share. inHolders ~~whole~~of orthe incommon ~~part~~shares ~~and~~will ~~vest~~have ~~immediately.~~voting ~~On December 13, 2023, Mr~~rights. ~~Holt,~~ ~~entered~~As ~~into a cancellation agreement whereby a total~~ of ~~100,000~~March ~~warrants~~7, ~~valued at $45~~2025,~~763~~ ~~(based~~a ontotal ~~the Black Scholes valuation model on the date~~ of ~~cancellation) have vested with the remaining 3~~2,~~233~~750,~~333~~000 ~~warrants~~common ~~cancelled.~~shares ~~The~~were ~~warrants~~sold ~~are~~to ~~exercisable~~accredited ~~for~~investors at a ~~period~~price of ~~three~~ ~~years at~~ $0.0310 per common share ~~in whole or in part and vest immediately~~totaling $275,000.

~~The following represents a summary of the warrants outstanding at December 31, 2023 and changes during the periods then ended:~~ Warrants

~~SUMMARY~~On January 15, 2025, the Company granted 1,500,000 OFwarrants ~~WARRANTS~~to ~~OUTSTANDING~~ purchase 1,500,000 of the Company’s common stock to each of Mr. Patrick Adams, the Company’s Acting CEO and Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued totaling $134,902 (based on the Black Scholes valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2nd anniversary from the grant date.

	Warrants			Weighted Average Exercise Price		Weighted Average Contract Life (in Years)		Aggregate Intrinsic Value *
Outstanding at January 1, 2022		1,098,830		$	0.50		8.4	$	769,181
Granted		790,000			0.82		6.7		-
Exercised		-			-		-		-
Expired/Forfeited		(398,830	)		0.50		-		(538,421	)
Outstanding at December 31, 2022		1,490,000		$	0.50		8.4	$	-
Granted		100,000			0.05		3.0		52,000
Exercised		-			-		-		-
Expired/Forfeited		-			-		-		-
Outstanding at December 31, 2023		1,590,000		$	0.77		5.5	$	101,000
Exercisable at December 31, 2023		1,590,000		$	0.77		5.5	$	101,000
Expected to be vested		1,590,000		$	0.77		5.5	$	101,000

F-17

* Based on the fair value of the Company’s stock on December 31, 2023 and December 31, 2022, respectively

Options

The following represents a summary of the options outstanding at December 31, 2023 and changes during the periods then ended:

SUMMARY OF STOCK OPTIONS OUTSTANDING

	Options		Weighted Average Exercise Price		Weighted Average Contract Life (in Years)		Aggregate Intrinsic Value *
Outstanding at January 1, 2022		120,000	$	0.50		5.2	$	84,000
Granted		-		-		-		-
Exercised		-		-		-		-
Expired/Forfeited		-		-		-		-
Outstanding at December 31, 2022		120,000	$	0.50		4.2	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Expired/Forfeited		-		-		-		-
Outstanding at December 31, 2023		120,000	$	0.50		3.2	$	8,400
Exercisable at December 31, 2023		120,000	$	0.50		3.2	$	8,400
Expected to be vested		120,000	$	0.50		4.0	$	-

* Based on the fair value of the Company’s stock on December 31, 2023 and 2022, respectively

F-16

NOTE 7 – RELATED PARTY TRANSACTIONS

Other than as set forth below, and as disclosed in Notes 5, 6 and 10, there have not been any transaction entered into or been a participant in which a related person had or will have a direct or indirect material interest.

NOTE 8 – INCOME TAXES

At December 31, 2023, net operating loss carry forwards for Federal and state income tax purposes totaling approximately $617,000 are available to reduce future income which under the Tax Cuts and Jobs Act of 2018, allows for an indefinite carryforward period, with carryforwards limited to 80% of each subsequent year’s net income. There is no income tax affect due to the recognition of a full valuation allowance on the expected tax benefits of future loss carry forwards based on uncertainty surrounding realization of such assets.

A reconciliation of the statutory income tax rates and the effective tax rate is as follows:

SCHEDULE OF RECONCILIATION OF STATUTORY INCOME TAX RATES

	Year Ended			Year Ended
	December 31, 2023			December 31, 2022
Statutory U.S. federal rate		21.0	%		21.0	%
State income tax, net of federal benefit		3.7	%		3.7	%
Permanent differences		0.0	%		0.0	%
Valuation allowance		(24.7	)%		(24.7	)%
Provision for income taxes		0.0	%		0.0	%

The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following:

SCHEDULE OF DEFERRED TAX ASSETS

	2023			2022
	December 31,
	2023			2022
Deferred tax assets:
Net operating loss carry forwards	$	617,573		$	470,354
Depreciation and amortization		253,712			249,495
Impairment of Intangible asset		63,964			35,316
Stock based compensation		157,163			138,748
Valuation allowance		(1,092,412	)		(893,912	)
Deferred tax assets, net	$	-		$	-

Major tax jurisdictions are the United States and Delaware All of the tax years will remain open three and four years for examination by the Federal and state tax authorities, respectively, from the date of utilization of the net operating loss. There are no tax audits pending.

NOTE 9 – EARNINGS PER SHARE

FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations.

F-17

The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period:

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES WERE EXCLUDED FROM CALCULATION OF DILUTED NET LOSS PER SHARE

	2023		2022
	For the Years Ended December 31,
	2023		2022
Options to purchase shares of common stock		120,000		120,000
Warrants to purchase shares of common stock granted on February 14, 2021 to CreoMed, Inc.*		400,000		400,000
Warrants to purchase shares of common stock granted on March 16, 2021 to Demir Bingol*		300,000		300,000
Warrants to purchase shares of common stock granted on April 1, 2022 to CreoMed, Inc.		400,000		400,000
Warrants to purchase shares of common stock		490,000		390,000
Total potentially dilutive shares		1,710,000		1,610,000

* The Company has cancelled and regranted these warrants to purchase 1,098,830 shares (698,830 warrants issued to the Ahmet Demir Bingol and 400,000 to CreoMed Inc.) of the Company’s common stock on June 29, 2021 in conjunction with the share exchange agreement.

The following table sets forth the computation of basic and diluted net income per share:

SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET INCOME PER SHARE

	2023			2022
	For the Years Ended December 31,
	2023			2022
Net loss attributable to the common stockholders	$	(805,021	)	$	(920,515	)
Basic weighted average outstanding shares of common stock		8,475,950			8,333,660
Dilutive effect of options and warrants		-			-
Diluted weighted average common stock and common stock equivalents		8,475,950			8,333,660
Loss per share:
Basic and diluted	$	(0.09	)	$	(0.11	)

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Legal

From time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results.

2021 Equity Incentive Plan

F-18

Employment Agreement

On March 1, 2021, Mr. Ahmet Demir Bingol, the Company’s Chief Executive Officer (“CEO”) entered into an Employment Agreement with the Company, with an effective date of March 16, 2021, in which he receives an annual base salary of $250,000, plus bonus compensation not to exceed 80% of salary. In addition, Mr. Bingol was granted 698,830 warrants to purchase 698,830 of the Company’s common stock, valued at $165,378 (based on the Black Scholes valuation model on the date of grant). The warrants are exercisable for a period of ten years at $0.50 per share in whole or in part, as either a cash exercise or as a cashless exercise, and fully vest at grant date. Mr. Bingol’s employment also provides for medical insurance, disability benefits and one year of severance pay if his employment is terminated without cause or due to a change in control. Mr. Bingol’s compensation was approved by the Company’s Board of Directors on March 1, 2021.

On February 24, 2022, Mr. Bingol entered into a separation agreement whereby he will terminate his employment effective April 15, 2022. He received no severance payment and there were no disagreements between he or the Company. A total of 300,000 warrants have vested with the remaining 398,830 unvested warrants expiring. As a result of Mr. Bingol’s termination, the Company reversed the remaining warrant modification balance of $94,101 during the year ended December 31, 2022.

Consulting Agreement

On January 27, 2022 the Company hired an engineering consultant to assist in completing the design history file, updating new software, system design, pre 510(k) preparation, and testing of the SOLACE device. This work is expected to be completed by the end of September 2022 and the cost of the contract is $77,850.

NOTE 11 – SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after December 31, 2023 up through the date the consolidated financial statements were available to be issued. During this period, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the period ended December 31, 2023.

In January 2024, the Company issued 2,000,000 common shares to two (2) affiliates for aggregate gross proceeds of $100,000.

F-19

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