UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended ~~March~~June 3130, 2025

☐ 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 000-54239

Hypha Labs, Inc.

(Exact name of registrant as specified in its charter)

Nevada

27-3601979

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

5940 S. Rainbow Boulevard, Las Vegas, NV		89118
(Address of principal executive offices)		(Zip Code)

(702) 527-2060

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required 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

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

☐

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☒

The number of shares of the registrant’s common stock outstanding as of ~~June~~August 1321, 2025 was ~~136~~145,~~621~~121,825.

TABLE OF CONTENTS

		Page
		No.
PART I - FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	3
	Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and September 30, 2024	3
	Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and September 30, 2024	3
	Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2025 and 2024 (Unaudited)	4
	Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2025 and 2024 (Unaudited)	4
	Consolidated Statements of Stockholders’ Deficit for the Three and Six Months Ended March 31, 2025 and 2024 (Unaudited)	5
	Consolidated Statements of Stockholders’ Deficit for the Three and Nine Months Ended June 30, 2025 and 2024 (Unaudited)	5
	Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2025 and 2024 (Unaudited)	6
	Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2025 and 2024 (Unaudited)	6
	Notes to the Consolidated Financial Statements (Unaudited)	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2021
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2425
ITEM 4.	CONTROLS AND PROCEDURES	2425
PART II - OTHER INFORMATION		2526
ITEM 1.	Legal Proceedings	2526
ITEM 1A.	RISK FACTORS	2526
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2526
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	2526
ITEM 4.	MINE SAFETY DISCLOSURES	2526
ITEM 5.	OTHER INFORMATION	2526
ITEM 6.	EXHIBITS	2627
	SIGNATURES	2728

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

HYPHA LABS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31, 2025			September 30, 2024
	June 30, 2025			September 30, 2024
	~~(Unaudited)~~	(Unaudited)
Assets
Current assets:
Cash	$	21147,~~093~~192		$	91,166
Prepaids and other current assets		4340,~~438~~156			289,024
Deferred offering costs		~~122~~153,~~432~~032			30,000
Total current assets		~~186~~340,~~963~~380			410,190
Fixed assets, net		2578,~~092~~083			26,609
Right-of-use asset		4435,~~914~~640			57,006
Total non-current assets		70113,~~006~~723			83,615
Total Assets	$	~~256~~454,~~969~~103		$	493,805
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	~~330~~383,~~574~~256		$	86,348
Accrued expenses		~~202~~223,~~038~~034			166,726
Accrued expenses – related parties		1859,~~423~~901			25,923
Accrued expenses		1859,~~423~~901			25,923
Current maturities of notes payable		65275,~~600~~733			-
Current maturities of convertible notes payable, net of discounts		1,~~078~~208,235			1,078,235
Lease liability – current		3836,~~894~~545			36,428
Total current liabilities		12,~~733~~186,~~764~~704			1,393,660
Non-current liabilities:
Lease liability - long term		~~6,842~~-			26,838
Total non-current liabilities		~~6,842~~-			26,838
Total Liabilities		12,~~740~~186,~~606~~704			1,420,498
Series B convertible preferred stock, $0.001 par value, 1,500,000 shares authorized; 333,600 shares issued and outstanding as of March 31, 2025 and September 30, 2024		333,600			333,600
Series B convertible preferred stock, $0.001 par value, 1,500,000 shares authorized; 333,600 shares issued and outstanding as of June 30, 2025 and September 30, 2024		333,600			333,600
Commitments and Contingencies		-			-
Stockholders’ Deficit:
Series A convertible preferred stock, $0.001 par value, 6,000,000 shares authorized; 1,047,942 shares issued and outstanding as of March 31, 2025 and September 30, 2024		1,048			1,048
Series A convertible preferred stock, $0.001 par value, 6,000,000 shares authorized; 1,047,942 shares issued and outstanding as of June 30, 2025 and September 30, 2024		1,048			1,048
Series C preferred stock, $0.001 par value, 1,000 shares authorized; 1,000 and no shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively		1			-
Series C preferred stock, $0.001 par value, 1,000 shares authorized; 1,000 and no shares issued and outstanding as of June 30, 2025 and September 30, 2024, respectively		1			-
Preferred stock, value		1			-
Series D preferred stock, $0.001 par value, 60,000,000 shares authorized; no shares issued and outstanding as of June 30, 2025 and September 30, 2024, respectively		-			-
Common stock, $0.001 par value, 880,000,000 shares authorized; 136,621,825 and 123,046,825 shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively		136,621			123,046
Preferred stock, value		-			-
Additional paid-in capital		20,573,982			19,163,039
Common stock, $0.001 par value, 880,000,000 shares authorized; 145,121,825 and 123,046,825 shares issued and outstanding as of June 30, 2025 and September 30, 2024, respectively		145,121			123,046
Accumulated deficit		(22,528,889	)		(20,547,426	)
Additional paid-in capital		20,878,541			19,163,039
Total Stockholders’ Deficit		(1,817,237	)		(1,260,293	)
Accumulated deficit		(23,090,912	)		(20,547,426	)
Total Liabilities and Stockholders’ Deficit	$	256,969		$	493,805
Total Stockholders’ Deficit		(2,066,201	)		(1,260,293	)
Total Liabilities and Stockholders’ Deficit	$	454,103		$	493,805

See accompanying notes to unaudited consolidated financial statements.

HYPHA LABS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	For the Three Months Ended						For the ~~Six~~Nine Months Ended
	March 31,						March 31,
	June 30,						June 30,
	2025			2024			2025			2024
Revenues	$	-		$	-		$	-		$	-
Cost of sales		-			-			-			-
Gross profit		-			-			-			-
Operating expenses:
General and administrative		6581,~~467~~683			~~182~~486,~~504~~209			1,~~090~~172,~~578~~261			~~197~~683,~~247~~456
Professional fees		~~603~~454,~~695~~344			~~391~~127,~~543~~364			~~883~~1,~~848~~338,192			~~447~~574,~~364~~728
Total operating expenses		~~669~~536,~~162~~027			~~574~~613,~~047~~573			12,~~974~~510,~~426~~453			~~644~~1,~~611~~258,184
Operating loss		(~~669~~536,~~162~~027	)		(~~574~~613,~~047~~573	)		(12,~~974~~510,~~426~~453	)		(~~644~~1,~~611~~258,184	)
Other income (expense):
Gain on sale of subsidiary assets		-			1(94,~~596,505~~441	)		(20,003	)		1,~~596~~502,~~505~~064
Interest income		-			-			8,000			-
Recovery of previously written off receivables		~~50,000~~			-			50,000			-
Other income					-			-			13,896
Loss on debt extinguishment		-			~~(956,494~~-	)		-			(956,494	)
Interest expense		(2225,~~660~~996	)		(7321,~~958~~631	)		(4571,~~034~~030	)		(~~158~~179,~~271~~902	)
Total other income (expense)		27(25,~~340~~996	)		~~566~~(116,~~053~~072	)		(733,~~037~~033	)		~~495~~379,~~636~~564
Net loss from continuing operations before income taxes		(~~641~~562,~~822~~023	)		(7729,~~994~~645	)		(12,~~981~~543,~~463~~486	)		(~~148~~878,~~975~~620	)
Provision for income taxes		-			4822,~~714~~748			-			48(25,~~714~~966	)
Net loss from continuing operations		(~~641~~562,~~822~~023	)		(56706,~~708~~897	)		(12,~~981~~543,~~463~~486	)		(~~197~~904,~~689~~586	)
Net income from discontinued operations, net of taxes		-			~~292,529~~			-			585,156
Net income (loss)	$	(~~641~~562,~~822~~023	)	$	~~235~~(706,~~821~~897	)	$	(12,~~981~~543,~~463~~486	)	$	~~387~~(319,~~467~~430	)
Weighted average number of common shares outstanding – basic		~~131~~136,~~081~~951,~~825~~495			92107,~~083~~730,~~084~~705			~~127~~130,~~814~~817,~~133~~429			8995,~~576~~605,~~328~~702
Weighted average number of common shares outstanding – fully diluted		~~131~~136,~~081~~951,~~825~~495			92107,~~083~~730,~~084~~705			~~127~~130,~~814~~817,~~133~~429			8995,~~576~~605,~~328~~702
Net loss per share from continuing operations – basic	$	(0.0100	)	$	(0.0001	)	$	(0.02	)	$	(0.0001	)
Net income (loss) per share from discontinued operations – basic	$	-		$	0.00		$	-		$	0.01
Net income (loss) per share – basic	$	(0.0100	)	$	(0.0001	)	$	(0.02	)	$	0.00
Net loss per share from continuing operations – diluted	$	(0.0100	)	$	(0.0001	)	$	(0.02	)	$	(0.0001	)
Net income (loss) per share from discontinued operations – diluted	$	-		$	0.00		$	-		$	(0.0100	)
Net income (loss) per share – diluted	$	(0.0100	)	$	(0.0001	)	$	(0.02	)	$	(0.00	)

See accompanying notes to unaudited consolidated financial statements.

HYPHA LABS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
	Series B Convertible Preferred Stock				Series A Convertible Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, September 30, 2024		333,600	$	333,600		1,047,942	$	1,048		-	$	-		123,046,825	$	123,046	$	19,163,039	$	(20,547,426	)	$	(1,260,293	)
Stock-based compensation		-		-		-		-		-		-		3,500,000		3,500		63,500		-			67,000
Issuance of shares of Series C preferred stock		-		-		-		-		1,000		1		-		-		968,455		-			968,456
Net income		-		-		-		-		-		-		-		-		-		(1,339,641	)		(1,339,641	)
Balance, December 31, 2024		333,600		333,600		1,047,942		1,048		1,000		1		126,546,825		126,546		20,194,994		(21,887,067	)		(1,564,478	)
Stock-based compensation		-		-		-		-		-		-		10,075,000		10,075		378,988		-			389,063
Net income		-		-		-		-		-		-		-		-		-		(641,822	)		(641,822	)
Balance, March 31, 2025		333,600	$	333,600		1,047,942	$	1,048		1,000	$	1		136,621,825	$	136,621	$	20,~~194~~573,~~994~~982	$	(2122,~~887~~528,~~067~~889	)	$	(1,817,237	)
Stock-based compensation		-		-		-		-		-		-		8,500,000		8,500		304,559		-			313,059
Net income		-		-		-		-		-		-		-		-		-		(562,023	)		(562,023	)
Balance, June 30, 2025		333,600	$	333,600		1,047,942	$	1,048		1,000	$	1		145,121,825	$	145,121	$	20,878,541	$	(23,090,912	)	$	(2,066,201	)

	Series B Convertible Preferred Stock				Series A Convertible Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, September 30, 2023		333,600	$	333,600		1,047,942	$	1,048	-	-	$	-		87,096,820	$	87,097	$	17,468,746	$	(19,761,997	)	$	(2,205,106	)
Stock-based compensation		-		-		-		-		-		-		-		-		1,153		-			1,153
Net Income		-		-		-		-	-	-		-		-		-		-		151,646			151,646
Balance, December 31, 2023		333,600		333,600		1,047,942		1,048	-	-		-		87,096,820		87,097		17,469,899		(19,610,351	)		(2,052,307	)
Balance		333,600		333,600		1,047,942		1,048	-	-		-		87,096,820		87,097		17,469,899		(19,610,351	)		(2,052,307	)
Shares issued for conversion of notes payable		-		-		-		-		-		-		4,000,000		4,000		36,000		-			40,000
Stock-based compensation		-		-		-		-		-		-		14,183,335		14,183		334,148		-			348,331
Modification of conversion price in debt extinguishment		-		-		-		-		-		-		-		-		956,494		-			956,494
Net income		-		-		-		-	-	-		-		-		-		-		235,821			235,821
Balance, March 31, 2024		333,600	$	333,600		1,047,942	$	1,048	-	-	$	-		87105,~~096~~280,~~820~~155	$	87105,~~097~~280	$	1718,~~469~~796,~~899~~541	$	(19,~~610~~374,~~351~~530	)	$	(2471,~~052,307~~661	)
Balance		333,600	$	333,600		1,047,942	$	1,048	-	-	$	-		87105,~~096~~280,~~820~~155	$	87105,~~097~~280	$	1718,~~469~~796,~~899~~541	$	(19,~~610~~374,~~351~~530	)	$	(2471,~~052,307~~661	)
Stock-based compensation		-		-		-		-		-		-		7,433,335		7,433		180,631		-			188,064
Net income		-		-		-		-		-		-		-		-		-		(706,897	)		(706,897	)
Balance, June 30, 2024		333,600	$	333,600		1,047,942	$	1,048		-	$	-		112,713,490	$	112,713	$	18,977,172	$	(20,081,427	)	$	(990,494	)
Balance		333,600	$	333,600		1,047,942	$	1,048		-	$	-		112,713,490	$	112,713	$	18,977,172	$	(20,081,427	)	$	(990,494	)

See accompanying notes to unaudited consolidated financial statements.

HYPHA LABS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2025			2024
	For the Six Months Ended
	For the Nine Months Ended
	March 31,
	June 30,
	2025			2024
Cash flows from operating activities
Net loss from continuing operations	$	(12,~~981~~543,~~463~~486	)	$	(~~197~~904,~~689~~586	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		37,~~247~~583			-146
Gain on sale of subsidiary net assets		-			(1,~~596~~502,~~505~~064	)
Loss on debt extinguishment		-			956,494
Stock-based compensation		1,~~424~~737,~~419~~478			~~349~~537,~~484~~548
Amortization of debt discounts		-			43,050
Amortization of right-of-use asset		1221,~~092~~366			-
Decrease (increase) in assets:
Other current assets		~~245~~248,~~586~~868			(31,~~030~~545	)
Increase (decrease) in liabilities:
Accounts payable		~~244~~399,~~227~~715			~~(14~~7,~~530~~441	)
Accrued expenses		3556,~~311~~307			20(116,~~080~~036	)
Accrued expenses – related parties		(733,~~500~~978	)		7,610
Lease liability		(1726,~~530~~721	)		-
Net cash used in operating activities from continuing operations		(4164,~~611~~912	)		(~~435~~971,~~036~~942	)
Net cash provided by operating activities from discontinued operations		-			373,913
Net cash used in operating activities		(4164,~~611~~912	)		(61598,~~123~~029	)
Cash flows from investing activities
Purchase of fixed assets		(1,730	)		-(17,467	)
Cash received from sale of subsidiary net assets		-			2,126,934
Net cash provided by (used in) investing activities from continuing operations		(1,730	)		2,~~126~~109,~~934~~467
Net cash used in investing activities from discontinued operations		-			(11,667	)
Net cash provided by (used in) investing activities		(1,730	)		2,~~115~~097,~~267~~800
Cash flows from financing activities
Proceeds from notes payable		65115,600			-
Repayments of notes payable		-			(595,965	)
Proceeds from convertible notes payable		130,000
Repayments of convertible notes payable		-			(650,000	)
Proceeds from sale of Series C Preferred shares		100			-
Payment of deferred offering costs		(92123,~~432~~032	)		-
Net cash used in financing activities from continuing operations		~~(26~~122,~~732~~668	)		(1,245,965	)
Net cash used in financing activities from discontinued operations		-			(15,784	)
Net cash used in financing activities		~~(26~~122,~~732~~668	)		(1,261,749	)
Net increase (decrease) in cash		~~(70~~56,~~073~~026	)		~~792~~238,~~395~~022
Cash – beginning		91,166			271,006
Cash – ending	$	21147,~~093~~192		$	1509,~~063,401~~028
Supplemental disclosures:
Interest paid	$	-		$	~~126~~266,533
Income taxes paid	$	-		$	-
Non-cash investing and financing activities:
Accounts payable and accrued interest added to note principal balance	$	-		$	39,965
Common stock issued for conversion of note payable	$	-		$	40,000
Note payable issued for fixed assets and accounts payable	$	160,133		$	-

See accompanying notes to unaudited consolidated financial statements.

HYPHA LABS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

Hypha Labs, Inc. was incorporated in Nevada on October 5, 2010. ~~Until February 20, 2024,~~ Hypha Labs, Inc. and its subsidiaries (“Hypha Labs,” the “Company,” “we,” “our” or “us”) was a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, and supported the cannabis industry’s best practices for reliable testing. Our mission was to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients knew exactly what was in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Hypha Labs had been operating a cannabis-testing lab in Nevada since 2015.

On February 20, 2024, we completed the sale of the net assets of our wholly-owned subsidiary Digipath Labs, Inc. (“Digipath Labs”). As of that date, we were no longer in business as a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, which supported the cannabis industry’s best practices for reliable testing, cannabis education and training. Following closing of the asset sale, the Company changed its name from Digipath, Inc. to Hypha Labs, Inc.

Hypha Products Inc., a wholly owned subsidiary of the Company, was formed on April 18, 2024 to engage in the research, development and commercialization of an accelerator, the Hypha Micropearl accelerator, a home appliance designed to accelerate the production of nutritionally beneficial mushrooms for human consumption. The Company’s easy-to-use device, together with its replacement cartridges, safely and effectively produces enriched mycelium of functional mushrooms, or Micropearls, in just eight days. These Micropearls contain active mushroom ingredients that offer a way to harness the medicinal properties of fungi in a concentrated, easy-to-handle, tasteless and odorless form. These Micropearls can be incorporated into various food and beverages without altering the flavor.

~~Basis~~Our Hypha Micropearl accelerator will be sold with replaceable cartridges which are delivered pre-sterilized to the home and ready to be inserted into the device. These cartridges will be filled with powerful nutrient formulations which allow for the production of ~~Presentation~~the Micropearls. The QR codes on the cartridges are scanned to the Hypha Labs app and inserted into the device and the Micropearls are produced and fully formed in eight days. After harvesting the Micropearls with a strainer, they are ready to be incorporated into a variety of foods. The cartridges help to minimize the risk of mold or yeast contamination and help improve the success of the at home mushroom growth. We believe that our innovative accelerator technology will disrupt traditional methods of mushroom production and bring lab-quality nutrient ingredients into the home with convenience and efficiency.

~~The~~We intend ~~accompanying~~to ~~consolidated~~continue ~~financial~~the ~~statements~~design, development and testing of the Hypha Micropearl accelerator over the next six months. Initially, we will ~~have~~produce ~~been~~a ~~prepared~~limited innumber ~~conformity~~of ~~with~~accelerators ~~accounting~~at ~~principles~~our ~~generally~~headquarters ~~accepted~~for testing purposes, both with mycologists and experts in the functional mushroom industry. Upon completion of the design and successful testing of the Hypha Micropearl accelerator, we will seek to enter into a manufacturing arrangement outside the United States ofto ~~America~~manufacture ~~(“GAAP”)~~the Hypha Micropearl accelerator for commercial sale. ~~Intercompany~~Our goal is ~~accounts~~to ~~and~~be ~~transactions~~in ~~have~~the ~~been~~position ~~eliminated~~to market the Hypha Micropearl accelerator by the end of calendar year 2025, although there can be no assurance we will achieve our goal in this time period, or at all.

~~The unaudited condensed consolidated financial~~Basis ~~statements~~ of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.Presentation

~~Principles~~The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of ~~Consolidation~~America (“GAAP”). Intercompany accounts and transactions have been eliminated.

~~The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at March 31, 2025:~~7

~~Schedule~~The unaudited condensed consolidated financial statements of ~~Entities~~the ~~Under~~Company ~~Common~~and ~~Control~~the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and ~~Ownership~~the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

	Jurisdiction of
Name of Entity	Incorporation	Relationship
Hypha Labs, Inc.(1)	Nevada	Parent
Hypha Products Inc.	Nevada	Subsidiary
Digipath Labs, Inc.	Nevada	Subsidiary
Digipath Labs CA, Inc. (2)	California	Subsidiary
Digipath Labs S.A.S.(3)	Colombia	Subsidiary
VSSL Enterprises, Ltd.(4)	Canada	Subsidiary

Principles of Consolidation

(1)	Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Hypha Labs, Inc., the parent company.
(2)	Formed during the second fiscal quarter of 2021, but has not yet commenced significant operations.
(3)	Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations.
(4)	Acquired on March 11, 2020.

The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at June 30, 2025:

7 Schedule of Entities Under Common Control and Ownership

The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company and subsidiaries will be collectively referred to herein as the “Company”, “Hypha” or “FUNI”. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its customers are within the United States.

	Jurisdiction of
Name of Entity	Incorporation	Relationship
Hypha Labs, Inc.⁽¹⁾	Nevada	Parent
Hypha Products Inc.	Nevada	Subsidiary
Digipath Labs, Inc.	Nevada	Subsidiary
Digipath Labs CA, Inc. ⁽²⁾	California	Subsidiary
Digipath Labs S.A.S.⁽³⁾	Colombia	Subsidiary
VSSL Enterprises, Ltd.⁽⁴⁾	Canada	Subsidiary

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.

⁽¹⁾	Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Hypha Labs, Inc., the parent company.
⁽²⁾	Formed during the second fiscal quarter of 2021, but has not yet commenced significant operations.
⁽³⁾	Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations.
⁽⁴⁾	Acquired on March 11, 2020.

~~Revenue~~The consolidated ~~Recognition~~financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company and subsidiaries will be collectively referred to herein as the “Company”, “Hypha” or “FUNI”. The Company’s headquarters are located in Las Vegas, Nevada.

~~The Company recognizes revenue in accordance with~~These ~~ASC~~statements ~~606~~reflect —all ~~Revenue from Contracts with Customers. Under ASC 606~~adjustments, ~~the~~consisting ~~Company~~of ~~recognizes~~normal ~~revenue~~recurring ~~from the commercial sales of products~~adjustments, ~~licensing~~ ~~agreements~~which ~~and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations~~ in the ~~contract;~~opinion ~~(3)~~of ~~determine~~management ~~the~~are ~~transaction~~necessary ~~price; (4) allocate the transaction price to each~~for ~~performance~~fair ~~obligation~~presentation inof the ~~contract;~~information ~~and~~contained ~~(5) recognize revenue when each performance obligation is satisfied~~therein.

Our historical revenue was primarily generated through our subsidiary, Digipath Labs, which recognized revenue from the analytical testing of cannabis products for licensed producers and cultivators within the state of Nevada on a determinable fixed fee per test, or panel of tests, basis. Revenue ~~from the performance~~ of those services was recognized upon completion of the tests, at which time test results were delivered to the customer, provided collectability of the fee is reasonably assured. We typically required payment within thirty days of the delivery of results.Recognition

The Company ~~had~~recognizes norevenue ~~revenues~~in ~~for~~accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the ~~three~~Company ~~and~~recognizes ~~six~~revenue ~~months~~from ~~ended~~the ~~March~~commercial 31sales of products, ~~2025~~licensing agreements and ~~2024.~~contracts ~~For~~to perform pilot studies by applying the ~~three~~following steps: ~~and~~(1) ~~six~~identify ~~months~~the ~~ended~~contract ~~March~~with ~~31,~~a ~~2024,~~customer; ~~all~~(2) ~~revenues~~identify ~~are~~the ~~classified~~performance asobligations ~~part~~in ofthe ~~Net~~contract; (3) determine the transaction ~~income~~price; ~~from~~(4) ~~discontinued~~allocate ~~operations~~the transaction price to each performance obligation in the ~~accompanying~~contract; ~~consolidated~~and ~~statement~~(5) ofrecognize ~~operations~~revenue when each performance obligation is satisfied.

~~Discontinued~~Our historical ~~Operations~~revenue was primarily generated through our subsidiary, Digipath Labs, which recognized revenue from the analytical testing of cannabis products for licensed producers and cultivators within the state of Nevada on a determinable fixed fee per test, or panel of tests, basis. Revenue from the performance of those services was recognized upon completion of the tests, at which time test results were delivered to the customer, provided collectability of the fee is reasonably assured. We typically required payment within thirty days of the delivery of results.

~~On April 20, 2023, the~~ The Company ~~and~~had ~~Digipath~~no ~~Labs entered~~revenues ~~into~~for ~~an Asset Purchase Agreement (~~the ~~“Purchase~~three ~~Agreement”)~~and ~~with~~nine ~~DPL~~months ~~NV,~~ended ~~LLC~~June ~~(“Buyer”)~~30, ~~pursuant to which Digipath Labs agreed to sell substantially all of its assets to Buyer for a cash purchase price of $2,300,000 (the “Purchase Price”)~~2025. ~~The~~ ~~business~~For ~~of an entity that is in~~ the ~~process~~three ofand ~~disposing~~nine ofmonths ~~its~~ended ~~assets~~June ~~by sale~~30, ~~or that intends to cease operations~~2024, isall ~~reported~~revenues asare ~~discontinued~~classified ~~operations~~as ifpart ~~the~~of ~~transaction~~Net ~~represents~~income afrom ~~strategic~~discontinued ~~shift that will have a major effect on an entity’s~~ operations ~~and~~ ~~financial~~in ~~results. As such,~~ the ~~Company’s~~accompanying ~~lab~~consolidated ~~testing~~statement ~~business~~of ~~is now reported as discontinued~~ operations.

The results of discontinued operations are aggregated and presented separately in the Consolidated Statements of Operations as net income from discontinued operations for the periods ended March 31, 2025 and 2024. The cash flows of the discontinued operations are reflected as cash flows of discontinued operations within the Company’s Consolidated Statements of Cash Flows for the periods ended March 31, 2025 and 2024.8

~~Amounts presented in discontinued operations have~~Discontinued been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, results of operations, and cash flows of Digipath Labs. The discontinued operations exclude general corporate allocations.Operations

8On April 20, 2023, the Company and Digipath Labs entered into an Asset Purchase Agreement (the “Purchase Agreement”) with DPL NV, LLC (“Buyer”), pursuant to which Digipath Labs agreed to sell substantially all of its assets to Buyer for a cash purchase price of $2,300,000 (the “Purchase Price”). The business of an entity that is in the process of disposing of its assets by sale, or that intends to cease operations, is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. As such, the Company’s lab testing business is now reported as discontinued operations.

~~Basic~~The results of discontinued operations are aggregated and ~~Diluted~~presented ~~Loss~~separately ~~Per~~in ~~Share~~the Consolidated Statements of Operations as net income from discontinued operations for the periods ended June 30, 2024. The cash flows of the discontinued operations are reflected as cash flows of discontinued operations within the Company’s Consolidated Statements of Cash Flows for the periods ended June 30, 2024.

~~The basic net loss per common share is computed~~Amounts bypresented ~~dividing~~in ~~the~~discontinued ~~net~~operations ~~loss~~have bybeen ~~the~~derived ~~weighted~~from ~~average~~our ~~number~~consolidated offinancial ~~common~~statements ~~shares~~and ~~outstanding.~~accounting ~~Diluted~~records ~~net~~using ~~loss per common share is computed by dividing~~ the ~~net loss adjusted on an “as if converted”~~ historical basis, ~~by the weighted average number~~ of ~~common shares outstanding plus potential dilutive securities. For the three and six months ended March 31~~assets, ~~2025~~liabilities, ~~104,490,131~~results ~~shares issuable upon conversion~~ of ~~convertible~~ ~~notes payable~~operations, ~~8,120,000 shares issuable upon exercise of options, 15,387,050 shares issuable upon exercise of warrants,~~ and ~~13,579,710~~ ~~shares~~cash ~~issuable~~flows ~~upon conversion~~ of ~~Series~~Digipath ~~A Preferred and Series B Preferred shares, had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share~~Labs. ~~For~~The ~~the~~discontinued ~~three~~operations ~~and~~exclude ~~six~~general ~~months ended March 31, 2024, 108,490,131 shares~~corporate issuable upon conversion of convertible notes payable, 15,387,050 shares issuable upon exercise of warrants, and 13,579,710 shares issuable upon conversion of Series A Preferred and Series B Preferred shares, had an anti-dilutive effect and were not included in the calculation of diluted net loss per common shareallocations.

~~Segment~~Basic and ~~Reporting~~Diluted Loss Per Share

The basic ~~Company~~net ~~manages~~loss ~~its~~per ~~operations~~common asshare ais ~~single segment~~computed ~~for~~by dividing the ~~purposes~~net ofloss ~~assessing~~by ~~performance~~the ~~and~~weighted ~~making~~average ~~operating~~number ~~decisions~~of common shares outstanding. ~~The~~Diluted net ~~Company’s~~loss ~~Chief~~per ~~Operating~~common ~~Decision~~share ~~Maker~~is (computed by dividing the net loss adjusted on an “~~CODM~~as if converted”) basis, by the weighted average isnumber ~~its~~of ~~Chief~~common ~~Executive~~shares ~~Officer.~~outstanding ~~The~~plus ~~CODM~~potential ~~allocates~~dilutive ~~resources~~securities. For the three and ~~evaluates~~nine ~~the~~months ~~performance~~ended June 30, 2025, 108,823,464 shares issuable upon conversion of ~~the~~convertible ~~Company~~notes atpayable, ~~the~~8,120,000 ~~consolidated~~shares ~~level~~issuable ~~using~~upon exercise of options, 15,387,050 shares issuable ~~information~~upon ~~about~~exercise ~~its~~of ~~operating~~warrants, ~~expenses~~and 13,579,710 shares issuable upon conversion of Series A Preferred and ~~income~~Series (B Preferred shares, had an anti-dilutive effect and were not included in the calculation of diluted net loss) ~~from~~per ~~operations~~common share. ~~All~~For ~~significant~~the ~~operating~~three ~~decisions~~and ~~are~~nine ~~based~~months ended June 30, 2024, 104,490,131 shares issuable upon anconversion ~~analysis~~of convertible notes payable, 8,120,000 shares of common stock issuable upon exercise of ~~the~~options, ~~Company~~15,387,050 ~~as one operating~~shares ~~segment~~issuable upon exercise of warrants, ~~which~~and is13,579,710 shares issuable upon conversion of Series A Preferred and Series B Preferred shares, had an anti-dilutive effect and were not included in the ~~same~~calculation asof ~~its~~diluted ~~reporting~~net ~~segment~~loss per common share.

~~Recently Issued Accounting Pronouncements~~Segment Reporting

InThe Company ~~December~~manages ~~2023,~~its operations as a single segment for the ~~FASB~~purposes ~~issued~~of ~~ASU~~assessing ~~2023-09,~~performance and making operating decisions. The Company’s ~~Income~~Chief ~~Taxes~~Operating ~~(Topic~~Decision ~~740~~Maker (“CODM”): ~~Improvements~~is toits ~~Income~~Chief ~~Tax~~Executive ~~Disclosures,~~Officer. ~~which~~The ~~expands~~CODM ~~the~~allocates ~~disclosures~~resources ~~required~~and ~~for~~evaluates ~~income~~the performance ~~taxes.~~of ~~This~~the ~~ASU~~Company isat ~~effective~~the ~~for~~consolidated ~~fiscal~~level ~~years~~using ~~beginning~~information ~~after~~about ~~December~~its ~~15,~~operating ~~2024,~~expenses ~~with~~and ~~early~~income ~~adoption~~(loss) ~~permitted~~from operations. ~~The~~All ~~pronouncement should~~significant beoperating ~~applied~~decisions onare abased ~~prospective~~upon ~~basis~~an ~~while~~analysis ~~retrospective~~of ~~application~~the isCompany ~~permitted.~~as ~~The~~one ~~Company~~operating issegment, ~~currently~~which ~~evaluating~~is the ~~effect~~same ofas ~~this pronouncement on~~ its ~~disclosures~~reporting segment.

~~Note~~Recently Issued 2Accounting ~~– Going Concern~~Pronouncements

AsIn December ~~shown~~2023, in the ~~accompanying~~FASB ~~consolidated~~issued ~~financial statements~~ASU 2023-09, asIncome ofTaxes ~~March~~(Topic ~~31,~~740): ~~2025~~Improvements to Income Tax Disclosures, which expands the ~~Company~~disclosures ~~had~~required ~~negative~~for ~~working~~income ~~capital~~taxes. ofThis ~~$1,546,801,~~ASU ~~accumulated~~is ~~recurring~~effective ~~losses~~for offiscal ~~$22~~years beginning after December 15,~~528~~ 2024,~~889,~~ ~~and~~with ~~$21,093~~early ofadoption ~~cash~~permitted. onThe ~~hand,~~pronouncement ~~which~~should ~~may~~be ~~not~~applied beon ~~sufficient~~a toprospective ~~sustain~~basis ~~operations.~~while ~~These~~retrospective ~~factors~~application ~~raise~~is ~~substantial~~permitted. The ~~doubt~~Company ~~about~~is currently evaluating the ~~Company’s ability~~effect toof ~~continue~~this aspronouncement aon ~~going~~its ~~concern~~disclosures.

~~The consolidated financial statements do not include~~Note ~~any~~2 ~~adjustments~~– ~~that~~Going might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.Concern

~~Note~~As shown 3in –the ~~Fair~~accompanying ~~Value~~consolidated financial statements, as of ~~Financial~~June ~~Instruments~~30, 2025, the Company had negative working capital of $1,846,324, accumulated recurring losses of $23,090,912, and $147,192 of cash on hand, which may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~Under~~The consolidated ~~FASB~~financial ~~ASC~~statements ~~820-10-5,~~do ~~fair~~not ~~value~~include isany ~~defined as~~adjustments ~~the price~~ that ~~would~~might beresult ~~received~~from tothe ~~sell~~outcome anof ~~asset~~any oruncertainty ~~paid~~as to ~~transfer~~the ~~a liability in an orderly transaction between market participants~~Company’s atability ~~the~~to ~~measurement~~continue ~~date~~as ~~(an~~a ~~exit~~going ~~price)~~concern. ~~The~~These ~~standard~~financial ~~outlines~~statements aalso ~~valuation~~do ~~framework~~not ~~and~~include ~~creates~~any aadjustments ~~fair~~relating ~~value hierarchy in order~~ to ~~increase~~ the ~~consistency~~ recoverability and ~~comparability~~classification of ~~fair~~recorded ~~value~~asset ~~measurements~~amounts ~~and~~or ~~the~~amounts ~~related~~and ~~disclosures.~~classifications ~~Under~~of ~~GAAP,~~liabilities ~~certain~~that ~~assets~~might ~~and liabilities must~~ be ~~measured~~necessary atshould ~~fair value, and FASB ASC 820-10-50 details~~ the ~~disclosures~~Company be ~~that~~unable ~~are~~to ~~required~~continue ~~for~~as ~~items~~a ~~measured~~going ~~at fair value~~concern.

~~The following schedule summarizes the valuation~~Note of3 ~~financial~~– ~~instruments~~Fair atValue ~~fair value on a recurring basis in the balance sheets as~~ of ~~March~~Financial ~~31, 2025 and September 30, 2024, respectively:~~Instruments

~~Summary~~Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of ~~Financial~~fair ~~Instruments~~value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at ~~Fair~~fair ~~Value~~value, onand ~~Recurring~~FASB ~~Basis~~ASC 820-10-50 details the disclosures that are required for items measured at fair value.

Level 1

Level 2

Level 3

Fair Value Measurements at March 31, 2025

Level 1

Level 2

Level 3

Liabilities

Convertible notes payable

1,078,235

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of June 30, 2025 and September 30, 2024, respectively:

Level 1

Level 2

Level 3

Fair Value Measurements at September 30, 2024

Level 1

Level 2

Level 3

Liabilities

Convertible notes payable

1,078,235

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the three months ended March 31, 2025.

Fair Value Measurements at June 30, 2025

Level 1

Level 2

Level 3

Liabilities

Convertible notes payable

1,208,235

Note 4 – Related Party Transactions

Fair Value Measurements at September 30, 2024

Level 1

Level 2

Level 3

Liabilities

Convertible notes payable

1,078,235

~~During~~There were ~~the~~no ~~six~~transfers ~~months~~of ~~ended~~financial ~~March~~assets ~~31,~~or ~~2025~~liabilities ~~the Company~~between ~~incurred~~Level ~~compensation expense of $60~~1,~~000~~ ~~for~~Level ~~services~~2 ~~provided~~and byLevel ~~its~~3 ~~sole~~inputs ~~officer.~~for Asthe ofnine ~~March~~months ~~31,~~ended ~~2025,~~June $30,~~000~~ ~~was owed to the sole officer for services provided~~2025.

~~During the six months ended March 31, 2025 the~~Note ~~Company~~4 ~~accrued~~– ~~fees~~Related ofParty ~~$10,000 for services provided by its directors. As of March 31, 2025, the Company has accrued a total of $17,500 in fees for services provided by its directors.~~Transactions

AsDuring the ofnine ~~March~~months 31ended June 30, 2025, the Company ~~has~~incurred ~~accrued a~~compensation ~~total~~expense of $790,~~401~~000 infor ~~reimbursable~~services ~~expenses~~provided by its sole officer. As of June 30, 2025, $30,000 was owed to the sole officer ~~and~~for ~~directors~~services provided.

During the ~~six~~nine months ended ~~March~~June 3130, 2025, the Company ~~entered~~accrued ~~into~~fees anof ~~agreement~~$15,000 ~~with~~for ~~the~~services ~~sole~~provided ~~officer~~by toits ~~purchase~~directors. ~~100~~As ~~shares~~ of ~~Series~~June C30, ~~Preferred~~2025, the ~~for~~Company ~~$100~~has ~~cash.~~accrued ~~See~~a ~~Note~~total 9of $22,500 in fees for ~~further details~~services provided by its directors.

~~Note~~As of 5June –30, ~~Note~~2025, ~~Receivable~~the Company has accrued a total of $7,401 in reimbursable expenses owed to the officer and directors.

OnDuring the ~~various~~nine ~~dates~~months ~~between~~ended ~~December~~June 2830, ~~2018~~2025, ~~and June~~the ~~13,~~Company ~~2019,~~entered weinto ~~loaned~~an ~~Northwest~~agreement ~~Analytical~~with ~~Labs,~~the ~~Inc.~~sole aofficer ~~total~~to ofpurchase ~~$95~~1,000. ~~The~~shares ~~loans bear interest at an annual rate~~ of ~~10%,~~Series ~~are evidenced~~C byPreferred ~~secured~~for ~~demand~~$100 ~~notes, and are secured by a lien on the borrower’s assets~~cash. AnSee ~~allowance~~Note ~~for~~9 ~~doubtful accounts~~ for ~~the~~further ~~full value of the notes has been recorded due to the uncertainty of collectability~~details.

On December 8, 2022, the Company entered into an Asset Purchase Agreement with Invictus Wealth Group (“Invictus”), whereby the Company agreed to sell certain collateralized equipment to Invictus for a total purchase price of $900,000. The purchase price consisted of an upfront payment of $275,000, and a note receivable (“Invictus Note~~”) in the amount of $625,000. The Invictus Note originally had a maturity date of December 31, 2023,~~ ~~accrued~~5 ~~interest~~– at a rate of 10% per annum, and provided for principal payments of $100,000 each due on June 30, 2023 and September 30, 2023, with the final payment of $425,000 due on December 31, 2023. As of June 30, 2023, the Company received the full down payment of $275,000. In April 2023, the Invictus Note was amended and restated to extend the maturity date to March 31, 2024, with principal payments of $100,000 each due on September 30, 2023 and December 31, 2023, with the final payment of $425,000 due on March 31, 2024. Subsequent to December 31, 2023, the Company amended the Invictus Note for a second time to extend the maturity date to December 31, 2025, with principal payments of $50,000 each due on June 30, 2024, September 30, 2024 and December 31, 2024, $100,000 due on March 31, 2025 and June 30, 2025, $125,000 due on September 30, 2025, with the final payment of $216,780 due on December 31, 2025. As of the date of this Quarterly Report on Form 10-Q, the Company has received $124,000 of payments from Invictus.Receivable

~~The~~On various ~~Company~~dates ~~has~~between ~~recorded~~December 28, 2018 and June 13, 2019, we loaned Northwest Analytical Labs, Inc. a ~~full~~total ~~allowance~~of ~~against~~$95,000. The loans bear ~~the~~interest ~~Invictus~~at ~~Note,~~an asannual rate of ~~the~~10%, ~~transaction~~are ~~date~~evidenced by secured demand notes, asand ~~collectability~~are ~~was~~secured ~~not~~by ~~reasonably~~a ~~assured~~lien aton the borrower’s assets. An allowance for doubtful accounts for the full value of the ~~transaction~~notes ~~date~~has been recorded due to the uncertainty of collectability.

On December 8, 2022, the Company entered into an Asset Purchase Agreement with Invictus Wealth Group (“Invictus”), whereby the Company agreed to sell certain collateralized equipment to Invictus for a total purchase price of $900,000. The purchase price consisted of an upfront payment of $275,000, and a note receivable (“Invictus Note”) in the amount of $625,000. The Invictus Note originally had a maturity date of December 31, 2023, accrued interest at a rate of 10% per annum, and provided for principal payments of $100,000 each due on June 30, 2023 and September 30, 2023, with the final payment of $425,000 due on December 31, 2023. As of June 30, 2023, the Company received the full down payment of $275,000. In April 2023, the Invictus Note was amended and restated to extend the maturity date to March 31, 2024, with principal payments of $100,000 each due on September 30, 2023 and December 31, 2023, with the final payment of $425,000 due on March 31, 2024. Subsequent to December 31, 2023, the Company amended the Invictus Note for a second time to extend the maturity date to December 31, 2025, with principal payments of $50,000 each due on June 30, 2024, September 30, 2024 and December 31, 2024, $100,000 due on March 31, 2025 and June 30, 2025, and $125,000 due on September 30, 2025, with the final payment of $216,780 due on December 31, 2025. As of the date of this Quarterly Report on Form 10-Q, the Company has received $124,000 of payments from Invictus.

~~Note 6 – Fixed Assets~~10

~~Fixed~~The Company ~~assets~~has ~~consist~~recorded ofa ~~the~~full ~~following~~allowance atagainst ~~March 31~~the Invictus Note, ~~2025~~as ~~and~~of ~~September~~the ~~30,~~transaction ~~2024~~date, ~~respectively:~~as collectability was not reasonably assured at of the transaction date.

~~Schedule~~Note of6 – Fixed Assets

	2025			2024
	As of
	March 31,			September 30,
	2025			2024
Lab equipment	$	29,385		$	27,655
Less: accumulated depreciation		(4,293	)		(1,046	)
Total	$	25,092		$	26,609

Fixed assets consist of the following at June 30, 2025 and September 30, 2024, respectively:

~~Note~~Schedule of 7Fixed ~~–Notes Payable~~Assets

Notes payable consists of the following at March 31, 2025 and September 30, 2024, respectively:

	June 30,			September 30,
	As of
	June 30,			September 30,
	2025			2024
Lab equipment	$	86,712		$	27,655
Less: accumulated depreciation		(8,629	)		(1,046	)
Total	$	78,083		$	26,609

~~Schedule~~Note 7 of –Notes Payable

	March 31, 2024			September 30, 2024
On October 15, 2024, the Company entered into a secured credit facility with a third party. Under the facility, the Company is able to borrow up to $200,000 which will incur interest at a rate of 12%, and is payable upon the earlier of February 28, 2025, or the date which the Company receives the escrow amount from the sale of the assets of Digipath Labs. As of the date of this Quarterly Report on Form 10-Q, the Company has borrowed $20,000 against the facility. On February 10, 2025, the facility holder agreed to extend the maturity date of the facility to July 31, 2025 in exchange for a deferred payment of $400.	$	65,600		$	-
Total notes payable		65,600			-
Less: current maturities		(65,600	)		-
Notes payable	$	-		$	-

Notes payable consists of the following at June 30, 2025 and September 30, 2024, respectively:

~~The~~Schedule ~~Company recorded interest expense pursuant to the stated interest rate and closing costs on the notes payable in the amount~~ of ~~$1,266~~Notes and $18,588 during the three months ended March 31, 2025 and 2024, respectively, and the notes payable in the amount of $1,773 and $36,614 during six months ended March 31, 2025 and 2024, respectively. Payable

	June 30, 2025			September 30, 2024

On October 15, 2024, the Company entered into a secured credit facility with a third party (the “2024 Secured Credit Facility”). Under the facility, the Company is able to borrow up to $200,000 which will incur interest at a rate of 12%, and is payable upon the earlier of February 28, 2025, or the date which the Company receives the escrow amount from the sale of the assets of Digipath Labs. As of the date of this Quarterly Report on Form 10-Q, the Company has borrowed $86,900 against the facility. On February 10, 2025, the facility holder agreed to extend the maturity date of the facility to July 31, 2025 in exchange for a deferred payment of $400. On August 18, 2025, the facility holder agreed to extend the maturity date of the facility to July 31, 2027 in exchange for a deferred payment of $2,607.	$	86,900		$	-

On January 25, 2025, the Company entered into a 12% secured credit facility for up to $200,000 payable on the earlier of December 31, 2025 or the date the Company receives sufficient funds from the Invictus Note describe in Note 5 above. During the nine months ended June 30, 2025, the lender paid for certain services and equipment on behalf of the Company for an aggregate of $160,133. In addition, the lender advanced $23,000 of cash directly to the Company.		183,133			-

Total notes payable		275,733			-
Less: current maturities		(275,733	)		-
Notes payable	$	-		$	-

~~Note~~The Company 8recorded –interest ~~Convertible~~expense ~~Notes~~pursuant ~~Payable~~to the stated interest rate on the notes payable in the amount of $4,329 and $0 during the three months ended June 30, 2025 and 2024, respectively, and in the amount of $6,102 and $36,614 during nine months ended June 30, 2025 and 2024, respectively.

~~Convertible notes payable consist of the following at March 31, 2025 and September 30, 2024, respectively:~~11

~~Schedule~~Note 8 of– Convertible Notes Payable

	March 31,			September 30,
	2025			2024
On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $50,000. The Note matured on August 11, 2022, as amended, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $10,000 of proceeds and the promissory note was increased to $60,000. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December 29, 2020, the note holder converted $10,000 of principal into 333,334 shares of common stock at a conversion price of $0.03 per share. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension, the Company agreed to issue 650,000 common shares, which were recorded as debt discount, with a relative fair value of $6,989. As of December 31, 2024, the Note was in default. On February 14, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $1,000.	$	50,000		$	50,000
On September 23, 2019, the Company received proceeds of $200,000 on a senior secured convertible note that carries an 8% interest rate, which matured on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.11 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs. On February 22, 2021, the noteholder converted $90,000 of principal into 3,000,000 shares of common stock at a conversion price of $0.03 per share. On September 30, 2021, the note was amended to add the outstanding short term notes and accrued interest into the principal balance, making the outstanding balance $355,469, as amended. As a result of the modification, the Company recorded an additional debt discount of $98,188, as a result of the beneficial conversion feature of the additional principal. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,621,105 shares of common stock, with a fair value of $32,166, which was recorded as a debt discount. On January 22, 2024 the Company further amended the note to extend the maturity date to February 11, 2025 and reduced the conversion price to $0.01. As a result of the modification of the conversion price, the Company recorded a loss on debt extinguishment of $481,955. On February 10, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $4,000.		355,469			355,469
On November 8, 2018, the Company received proceeds of $350,000 on a senior secured convertible note that carries an 8% interest rate, which matured on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,550,000 shares of common stock, with a fair value of $31,671 which was recorded as a debt discount. On January 29, 2024, the holder converted $40,000 of this note into common shares. On January 22, 2024, the Company further amended the note to extend the maturity date to February 11, 2025 and reduced the conversion price to $0.01. As a result of the modification of the conversion price, the Company recorded a loss on debt extinguishment of $474,539. On February 10, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $7,000.		310,000			310,000
On October 1, 2022, the Company entered into a senior secured convertible note that carries an 8% interest rate, which matured on February 11, 2024. The Note documented the advances made during the year ended September 30, 2022 in the amount of $362,765. The principal and interest on the Note are convertible into common shares at a conversion price of $0.01. In connection with the note, the Company issued warrants to purchase 4,715,945 shares of common stock, with a fair value of $30,102, which was recorded as a debt discount. On January 22, 2024, the note holder agreed to extend the maturity date of the Note to February 11, 2025. On February 10, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $7,255.30.		362,765			362,765
Total convertible notes payable	$	1,078,235		$	1,078,235
Less: current maturities		(1,078,235	)		(1,078,235	)
Convertible notes payable	$	-		$	-

Convertible notes payable consist of the following at June 30, 2025 and September 30, 2024, respectively:

The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $21,393 and $41,657 for the three months ended March 31, 2025 and 2024, respectively. ~~The~~Schedule ~~Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount~~ of ~~$43,261~~Convertible ~~and~~Notes ~~$78,607 for the six months ended March 31, 2025 and 2024, respectively~~Payable

	June 30,			September 30,
	2025			2024

(1) On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $50,000. The Note matured on August 11, 2022, as amended, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $10,000 of proceeds and the promissory note was increased to $60,000. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December 29, 2020, the note holder converted $10,000 of principal into 333,334 shares of common stock at a conversion price of $0.03 per share. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension, the Company agreed to issue 650,000 common shares, which were recorded as debt discount, with a relative fair value of $6,989. On February 14, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $1,000. On August 18, 2025, the note holder agreed to extend the maturity date of the note to July 31, 2027 in exchange for a deferred payment of $1,500. See “Note 16” for details.	$	50,000		$	50,000

(2) On September 23, 2019, the Company received proceeds of $200,000 on a senior secured convertible note that carries an 8% interest rate, which matured on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.11 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs. On February 22, 2021, the noteholder converted $90,000 of principal into 3,000,000 shares of common stock at a conversion price of $0.03 per share. On September 30, 2021, the note was amended to add the outstanding short term notes and accrued interest into the principal balance, making the outstanding balance $355,469, as amended. As a result of the modification, the Company recorded an additional debt discount of $98,188, as a result of the beneficial conversion feature of the additional principal. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,621,105 shares of common stock, with a fair value of $32,166, which was recorded as a debt discount. On January 22, 2024 the Company further amended the note to extend the maturity date to February 11, 2025 and reduced the conversion price to $0.01. As a result of the modification of the conversion price, the Company recorded a loss on debt extinguishment of $481,955. On February 10, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $4,000. On August 18, 2025, the note holder agreed to extend the maturity date of the note to July 31, 2027 in exchange for a deferred payment. See “Note 16” for details.		355,469			355,469

(3) On November 8, 2018, the Company received proceeds of $350,000 on a senior secured convertible note that carries an 8% interest rate, which matured on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,550,000 shares of common stock, with a fair value of $31,671 which was recorded as a debt discount. On January 29, 2024, the holder converted $40,000 of this note into common shares. On January 22, 2024, the Company further amended the note to extend the maturity date to February 11, 2025 and reduced the conversion price to $0.01. As a result of the modification of the conversion price, the Company recorded a loss on debt extinguishment of $474,539. On February 10, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $7,000. On August 18, 2025, the note holder agreed to extend the maturity date of the note to July 31, 2027 in exchange for a deferred payment. See “Note 16” for details.		310,000			310,000

(4) On October 1, 2022, the Company entered into a senior secured convertible note that carries an 8% interest rate, which matured on February 11, 2024. The Note documented the advances made during the year ended September 30, 2022 in the amount of $362,765. The principal and interest on the Note are convertible into common shares at a conversion price of $0.01. In connection with the note, the Company issued warrants to purchase 4,715,945 shares of common stock, with a fair value of $30,102, which was recorded as a debt discount. On January 22, 2024, the note holder agreed to extend the maturity date of the Note to February 11, 2025. On February 10, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $7,255.30. On August 18, 2025, the note holder agreed to extend the maturity date of the note to July 31, 2027 in exchange for a deferred payment. See “Note 16” for details.		362,765			362,765

(5) On June 5, 2025, the Company received proceeds of $130,000 on a senior secured convertible note that carries an 8% interest rate, which matures on May 31, 2028. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.03 per share.		130,000			-

Total convertible notes payable	$	1,208,235		$	1,078,235
Less: current maturities		(1,208,235	)		(1,078,235	)
Convertible notes payable	$	-		$	-

The Company ~~recognized~~recorded interest expense ~~for~~pursuant to the stated interest rates on the convertible notes in the amount of $21,667 and $21,630 ~~six~~for the three months ended ~~March~~June 3130, 2025 and 2024, respectively. The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $64,928 asand ~~follows:~~$100,238 for the nine months ended June 30, 2025 and 2024, respectively

~~Schedule of Interest Expense~~ 12

	March 31,		March 31,
	2025		2024
Interest on notes payable	$	1,773	$	36,614
Amortization of debt discounts		-		43,050
Interest on convertible notes		43,261		78,607
Total interest expense	$	45,034	$	158,271

The Company recognized interest expense for the nine months ended June 30, 2025 and 2024, respectively, as follows:

~~Note~~ Schedule 9of –Interest ~~Stockholders’ Equity~~Expense

Preferred Stock

	June 30,		June 30,
	2025		2024

Interest on notes payable	$	6,102	$	36,614
Amortization of debt discounts		-		43,050
Interest on convertible notes		64,928		100,238
Total interest expense	$	71,030	$	179,902

As of March 31, 2025, the Company was authorized to issue 70,000,000 shares of preferred stock with a par value of $0.001 per share. As of March 31, 2025, 6,000,000 shares of preferred stock have been designated as Series A Convertible Preferred Stock (“Series A Preferred”), 1,500,000 shares have been designated as Series B Convertible Preferred Stock (“Series B Preferred”), and 1,000 shares have been designated as Series C Preferred Stock (“Series C Preferred”). Additionally, pursuant to the Certificate of Designation of the Series D Preferred (see Note 169 – ~~Subsequent~~Stockholders’ Events), effective as of April 2, 2025, 60,000,000 shares have been designated as Series D Preferred Stock (“Series D Preferred”). The remaining 2,499,000 shares of preferred stock are available for designation from time to time by our board of directors as set forth below. As of March 31, 2025, there were 1,047,942 shares of Series A Preferred issued and outstanding, 333,600 shares of Series B Preferred issued and outstanding, and 1,000 shares of Series C Preferred issued and outstanding. There are currently no shares of Series D Preferred issued and outstanding. Our board of directors is authorized to determine any number of series into which the undesignated shares of preferred stock may be divided and to determine the rights, preferences, privileges and restrictions granted to any series of the preferred stock. Each share of Series A Preferred is currently convertible into five shares of common stock, each share of Series B Preferred is currently convertible into twenty-five shares of common stock, and each share of Series D Preferred is currently convertible into one share of common stock. The Series C Preferred is not convertible into common stock.Equity

~~Series A~~ Preferred Stock

~~The~~As of ~~conversion~~June ~~price~~30, is2025, ~~adjustable~~the inCompany ~~the~~was ~~event~~authorized to issue 70,000,000 shares of preferred stock with a par value of $0.001 per share. As of June 30, 2025, 6,000,000 shares of preferred stock ~~splits~~have ~~and~~been ~~other~~designated ~~adjustments~~as inSeries ~~the~~A ~~Company’s~~Convertible ~~capitalization~~Preferred Stock (“Series A Preferred”), 1,500,000 shares have been designated as Series B Convertible Preferred Stock (“Series B Preferred”), 1,000 shares have been designated as Series C Preferred Stock (“Series C Preferred”) and ineffective ~~the~~as ~~event~~of April 2, 2025, 60,000,000 shares have been designated as Series D Preferred Stock (“Series D Preferred”). The remaining 2,499,000 shares of ~~certain~~preferred ~~negative~~stock ~~actions~~are ~~undertaken~~available for designation from time to time by ~~the~~ ~~Company~~our board of directors as set forth below. AtAs ~~the~~of ~~current~~June ~~conversion~~30, ~~price~~2025, ~~the~~there were 1,047,942 shares of Series A Preferred ~~outstanding~~issued atand ~~March~~outstanding, 31333,600 ~~2025~~shares ~~are~~of ~~convertible into~~Series 5B Preferred issued and outstanding,~~239~~ and 1,~~710~~000 shares of ~~the~~Series ~~common~~C ~~stock~~Preferred issued and outstanding. There are currently no shares of ~~the~~Series ~~Company~~D Preferred issued and outstanding. NoOur ~~holder~~board isof ~~permitted~~directors is authorized to ~~convert~~determine ~~its~~any number of series into which the undesignated shares of ~~Series~~preferred Astock ~~Preferred~~may ifbe ~~such~~divided ~~conversion would~~and ~~cause~~to determine the ~~holder~~rights, preferences, privileges and restrictions granted to ~~beneficially~~any ~~own~~series ~~more~~of ~~than~~the 4preferred stock.~~99%~~ Each share of ~~the~~Series ~~issued~~A ~~and~~Preferred ~~outstanding~~is currently convertible into five shares of common stock, each share of ~~the~~Series ~~Company~~B ~~immediately~~Preferred ~~after such~~is ~~conversion~~currently convertible into twenty-five shares of common stock, ~~unless~~and ~~waived~~each share byof ~~such~~Series ~~holder~~D byPreferred ~~providing~~is atcurrently ~~least~~convertible ~~sixty-five~~into ~~days’~~one ~~notice~~share of common stock. The Series C Preferred is not convertible into common stock.

~~Additional terms of the~~ Series A Preferred ~~include the following:~~

● The conversion ~~shares~~price ofis ~~Series~~adjustable Ain ~~Preferred~~the ~~are~~event ~~entitled~~of tostock ~~dividends~~splits ~~when, as~~ and ifother ~~declared~~adjustments byin ~~our~~the ~~board~~Company’s ofcapitalization, ~~directors~~and asin to the ~~shares~~ event of ~~the~~certain ~~common~~negative ~~stock~~actions ofundertaken ~~the~~by ~~Company into which such Series A Preferred may then be converted, subject to~~ the 4Company.~~99%~~ ~~beneficial~~At ~~ownership limitation described above. ● Upon~~ the ~~liquidation~~current orconversion ~~dissolution of the Company~~price, ~~or any merger or sale of all or substantially all of~~ the ~~assets~~1,047,942 ~~the~~ shares of Series A Preferred ~~are~~outstanding at ~~entitled~~June ~~to receive~~30, ~~prior~~2025 toare ~~any~~convertible ~~distribution~~into ~~to the holders of common stock~~5,239,710 ~~100%~~shares of the ~~purchase price per share of Series A Preferred plus all accrued but unpaid dividends. ● The Series A Preferred plus all declared but unpaid dividends thereon automatically will be converted into~~ common stock, ~~at the then applicable conversion rate, upon the affirmative vote~~ of the ~~holders~~Company. ofNo aholder ~~majority~~is ofpermitted ~~the~~to ~~outstanding~~convert ~~shares~~its shares of Series A Preferred. ●if ~~Each~~such ~~share~~conversion ofwould ~~Series~~cause Athe ~~Preferred~~holder ~~will carry a number of votes equal~~ to ~~the~~beneficially ~~number~~own ofmore ~~shares~~than ~~of common stock into which such Series A Preferred may then be converted, subject to the~~ 4.99% ~~beneficial~~of ~~ownership limitation described above. The Series A Preferred generally will vote together with~~ the ~~common~~issued ~~stock~~ and ~~not as a separate class, except as provided below. ● Consent of the holders of the~~ outstanding ~~Series~~common stock ~~A Preferred, voting separately as a class, is required in order for the Company to: (i) amend or change the rights, preferences, privileges or powers~~ of, or the restrictions provided for the benefit of, the Series A Preferred; (ii) authorize, create or issue shares of any class of stock having rights, preferences, privileges or powers superior to the Series A Preferred; (iii) reclassify any outstanding shares into shares having rights, preferences, privileges or powers superior to the Series A Preferred; or (iv) amend the Company’s ~~Articles~~immediately ofafter ~~Incorporation~~such ~~or Bylaws in a manner that adversely affects the rights of the Series A Preferred. ● Pursuant to various Securities Purchase Agreements~~conversion, ~~holders~~unless ofwaived ~~Series~~by Asuch ~~Preferred~~holder ~~are entitled to unlimited “piggyback” registration rights on registrations~~ by ~~the~~providing ~~Company, subject to pro rata cutback~~ at ~~any~~least ~~underwriter~~sixty-five days’s ~~discretion~~notice.

Additional terms of the Series CA Preferred include the following:

The Series C Preferred stock was designated on July 20, 2022. The principal feature of the Series C Preferred is that it provides the holder thereof, so long as he or she is an executive officer of the Company, with the ability to vote with the holders of the Company’s common stock on all matters presented to the holders of common stock, whether at a special or annual meeting, by written action in lieu of a meeting or otherwise, on the basis of 200,000 votes for each share of Series C Preferred. The shares of Series C Preferred are not convertible into common stock, are not entitled to dividends, are not subject to redemption, and have a stated value of $0.10 per share payable on any liquidation of the Company in preference to any payment payable to the holders of common stock.

●	The shares of Series A Preferred are entitled to dividends when, as and if declared by our board of directors as to the shares of the common stock of the Company into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described above.

●	Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, the shares of Series A Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series A Preferred plus all accrued but unpaid dividends.

On● ~~December~~The 10Series A Preferred plus all declared but unpaid dividends thereon automatically will be converted into common stock, ~~2024~~at the then applicable conversion rate, upon the ~~Company~~affirmative ~~entered~~vote ~~into~~ of the holders of a ~~Securities~~majority ~~Purchase~~of ~~Agreement~~the ~~with~~outstanding shares of Series A Preferred. ~~Stone~~● ~~Douglass~~Each (share of Series A Preferred will carry a number of votes equal to the ~~“Douglass~~number ~~Purchase~~of ~~Agreement”)~~shares of common stock into which such Series A Preferred may then be converted, subject to the ~~Company’s~~4.99% ~~Chairman, President,~~beneficial ~~Chief~~ownership ~~Executive~~limitation ~~Officer,~~described ~~Chief~~above. ~~Financial~~The ~~Officer,~~Series ~~Secretary~~A Preferred generally will vote together with the common stock and ~~Director~~not as a separate class, ~~pursuant~~except toas ~~which~~provided Mrbelow. ~~Douglass~~● ~~purchased~~Consent ~~1,000~~of ~~shares~~ the holders of the ~~Company’s~~outstanding Series CA Preferred, ~~stock~~voting ~~for~~separately as a ~~purchase~~class, ~~price~~is ofrequired ~~$100.~~in ~~The~~order for the Company ~~determined~~to: ~~that~~(i) amend or change the ~~shares~~rights, ~~had~~preferences, ~~value~~privileges inor ~~excess~~ powers of, or the ~~stated~~restrictions ~~value~~provided infor the ~~amount~~benefit of, ~~$968~~the Series A Preferred; (ii) authorize,~~356~~ create or issue shares of any class of stock having rights, ~~which~~preferences, privileges or powers superior to the Series A Preferred; (iii) reclassify any outstanding shares into shares having rights, preferences, privileges or powers superior to the Series A Preferred; or (iv) amend the Company’s ~~recorded~~Articles asof ~~compensation~~Incorporation ~~expense~~or Bylaws in a manner that adversely affects the rights of the Series A Preferred. ● Pursuant to various Securities Purchase Agreements, holders of Series A Preferred are entitled to unlimited “piggyback” registration rights on registrations by the ~~officer~~Company, subject to pro rata cutback at any underwriter’s discretion.

~~Additional terms of the~~ Series C Preferred ~~include the following:~~

●The Series C Preferred stock was designated on July 20, 2022. The ~~shares~~principal feature of the Series C Preferred ~~are~~is ~~not~~that ~~entitled~~it toprovides ~~dividends.~~the ●holder thereof, ~~Upon~~so ~~the~~long ~~liquidation~~as he or ~~dissolution~~she is an executive officer of the Company, orwith ~~any~~the ~~merger~~ability orto ~~sale~~vote with the holders of ~~all~~the orCompany’s common ~~substantially~~stock on all ofmatters presented to the ~~assets~~holders of common stock, orwhether ~~upon~~at a ~~change~~special inor ~~control~~annual ~~whereby~~meeting, aby ~~stockholder~~written ~~gains~~action ~~control~~in lieu of ~~50%~~a meeting or ~~more~~otherwise, ofon the ~~outstanding~~basis ~~shares~~of 200,000 votes for each share of ~~common~~Series ~~stock,~~C ~~the~~Preferred. The shares of Series C Preferred are ~~entitled~~not convertible tointo ~~receive~~common stock, ~~prior~~are tonot ~~any~~entitled ~~distribution~~ to ~~the~~dividends, ~~holders~~are ofnot ~~common~~subject ~~stock~~to redemption, ~~100%~~and ofhave ~~the~~a stated value of $0.10 per share payable on any liquidation of ~~Series~~the CCompany ~~Preferred.~~in ●preference ~~The~~to ~~shares~~any ofpayment ~~Series~~payable Cto ~~Preferred~~the ~~have~~holders noof ~~conversion~~common ~~rights~~stock.

On December 10, 2024, the Company entered into a Securities Purchase Agreement with A. Stone Douglass (the “Douglass Purchase Agreement”), the Company’s Chairman, President, Chief Executive Officer, Chief Financial Officer, Secretary and Director, pursuant to which Mr. Douglass purchased 1,000 shares of the Company’s Series DC Preferred stock for a purchase price of $100. The Company determined that the shares had value in excess of the stated value in the amount of $968,356, which the Company recorded as compensation expense to the officer.

~~The Series D Preferred ranks, as to dividend rights~~Additional ~~and rights upon our liquidation, dissolution, or winding up, junior to the Series A Preferred and Series B Preferred and senior to the Series C Preferred and all classes or series of common stock. The~~ terms of the Series DC Preferred doinclude ~~not limit our ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or senior in rank to~~ the ~~shares of Series D Preferred as to distribution rights and rights upon our liquidation, dissolution or winding up.~~following:

● The shares of Series DC Preferred are not entitled to dividends. ● Upon the liquidation or dissolution of the Company, ~~provided~~or ~~that~~any ifmerger ~~dividends~~or ~~are~~sale ~~paid~~of onall or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series DC Preferred ~~will~~are be entitled to ~~dividends based~~receive, onprior ~~the~~to ~~number~~any ~~shares~~distribution to the holders of common stock, ~~which~~100% of the stated value per share of Series DC Preferred. ~~may~~● ~~then~~The beshares ~~converted~~of Series C Preferred have no conversion rights.

~~The liquidation preference for each share of~~ Series D Preferred is $0.20. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series D Preferred will be entitled to receive out of the assets of the Company available to its stockholders before any payment is made to the holders of shares of common stock or other classes of shares of the Company ranking junior to the Series D Preferred, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (if declared) to, but not including, the date of payment with respect to such shares. After the payment to the holders of the Series D Preferred of the amount payable to them as above provided, they shall not be entitled to share in any further distribution of the assets or property of the Company.

The ~~shares of~~ Series D Preferred ~~have~~ranks, noas ~~maturity date,~~to dividend rights and ~~the~~rights ~~Company~~upon isour ~~not~~liquidation, ~~required~~dissolution, toor ~~redeem~~winding ~~shares~~up, ofjunior to the Series DA Preferred and atSeries ~~any~~B ~~time.~~Preferred ~~Accordingly,~~and senior to the ~~shares~~Series C Preferred and all classes or series of common stock. The terms of the Series D Preferred ~~will~~do ~~remain~~not ~~outstanding~~limit ~~indefinitely,~~our ~~unless~~ability ~~otherwise~~to ~~converted~~(i) atincur ~~the~~indebtedness ~~option~~or of(ii) ~~the~~issue ~~holder~~additional ~~thereof~~equity securities that are equal or ~~pursuant~~senior toin arank ~~mandatory~~to ~~conversion~~the ~~described~~shares ~~below~~of Series D Preferred as to distribution rights and rights upon our liquidation, dissolution or winding up.

At any time after issuance, each share of Series D Preferred is convertible into one share of common stock at the option of the holder. At any time after issuance upon the occurrence of any of the following events, the Company shall have a right to direct the mandatory conversion of the Series D Preferred: (a) a change in control, or (b) if the closing price of the common stock closes at or above $0.40 per share for 10 consecutive trading days.14

~~Holders~~The shares of Series D Preferred ~~generally~~are ~~have~~not ~~no voting~~entitled ~~rights.~~to ~~However~~dividends, ~~certain~~provided ~~material~~that ~~and~~if ~~adverse~~dividends ~~changes~~are topaid on the ~~terms~~shares of common stock, the Series D Preferred ~~cannot~~will be ~~made~~entitled ~~without~~to ~~the~~dividends ~~affirmative vote~~based ofon ~~holders~~the ofnumber atshares ~~least a majority~~ of ~~the~~common ~~outstanding~~stock ~~shares~~into ofwhich the Series D Preferred, ~~voting~~may asthen abe ~~separate class~~converted.

14The liquidation preference for each share of Series D Preferred is $0.20. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series D Preferred will be entitled to receive out of the assets of the Company available to its stockholders before any payment is made to the holders of shares of common stock or other classes of shares of the Company ranking junior to the Series D Preferred, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (if declared) to, but not including, the date of payment with respect to such shares. After the payment to the holders of the Series D Preferred of the amount payable to them as above provided, they shall not be entitled to share in any further distribution of the assets or property of the Company.

~~Common~~The shares ~~Stock~~of Series D Preferred have no maturity date, and the Company is not required to redeem shares of Series D Preferred at any time. Accordingly, the shares of Series D Preferred will remain outstanding indefinitely, unless otherwise converted at the option of the holder thereof or pursuant to a mandatory conversion described below.

~~The~~At any time after issuance, each share of Series D Preferred is convertible into one share of common stock ~~has~~at athe ~~par~~option ~~value~~ of ~~$0.001,~~the ~~and~~holder. ~~880,000,000~~At ~~shares~~any ~~were~~time ~~authorized~~after asissuance upon the occurrence of ~~March~~any ~~31,~~of ~~2025~~the following events, the Company shall have a right to direct the mandatory conversion of ~~which~~the ~~136~~Series D Preferred: (a) a change in control,~~621,825~~ ~~shares~~or ~~were~~(b) ~~issued~~if ~~and~~the ~~outstanding~~closing asprice of ~~March~~the ~~31,~~common ~~2025~~stock closes at or above $0.40 per share for 10 consecutive trading days.

~~Common~~Holders of ~~Stock~~Series ~~Transactions~~D ~~for~~Preferred generally have no voting rights. However, certain material and adverse changes to the ~~Six~~terms ~~Months~~of the Series D Preferred ~~Ended~~cannot ~~March~~be 31made without the affirmative vote of holders of at least a majority of the outstanding shares of Series D Preferred, ~~2025~~voting as a separate class.

~~During the six months ended March 31, 2025, the~~Common Company issued 13,575,000 shares of common stock to outside consultants in exchange for services performed. The shares were valued at the closing price on the date of issuance for an aggregate value of $456,063.Stock

~~Note~~The common 10stock –has ~~Mezzanine~~a ~~Equity~~par value of $0.001, and 880,000,000 shares were authorized as of June 30, 2025, of which 145,121,825 shares were issued and outstanding as of June 30, 2025.

~~Series~~Common Stock BTransactions ~~Preferred~~for the Nine Months Ended June 30, 2025

~~The shares of Series B Preferred were designated~~During ~~on December 29, 2021. Each share of Series B Preferred has a stated value of $1.00 and is currently convertible into common stock at a conversion price equal to $0.04. The conversion price of~~ the ~~Series~~nine Bmonths ~~Preferred~~ended isJune ~~subject to equitable adjustment in the event of a stock split~~30, ~~stock dividend or similar event with respect to the common stock~~2025, ~~and in~~ the ~~event of the issuance of common stock by the~~ Company ~~below~~ ~~the~~issued ~~conversion price~~19, ~~subject to customary exceptions. At the current conversion price~~075, ~~the 333,600 shares of Series B Preferred outstanding at March 31, 2025 are convertible into 8,340,~~000 shares of ~~the~~ common stock ofto ~~the~~outside ~~Company.~~consultants Noin ~~holder~~exchange isfor ~~permitted to convert~~services ~~its~~performed. The shares ofwere ~~Series~~valued Bat ~~Preferred~~the ifclosing ~~such~~price ~~conversion~~on ~~would cause~~ the ~~holder~~date ~~to beneficially own more than 4.99%~~ of ~~the~~issuance ~~issued~~for ~~and~~an ~~outstanding common~~aggregate ~~stock~~value of ~~the Company immediately after such conversion~~$613, ~~unless waived by such holder by providing at least sixty-five days’ notice~~563.

~~Additional~~During the ~~terms~~nine months ended June 30, 2025, the Company issued an aggregate of 3,000,000 shares of common stock to the ~~Series~~Board Bof ~~Preferred~~Directors ~~include~~in exchange for services performed. The shares were valued at the ~~following:~~closing price on the date of issuance for an aggregate value of $90,000.

●Note 10 ~~The~~– ~~shares~~Mezzanine of Series B Preferred are not entitled to dividends, provided that if dividends are paid on the shares of common stock of the Company, the Series B Preferred will be entitled to dividends based on the number of shares of common stock into which the Series B Preferred may then be converted. ● Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series B Preferred are entitled to receive, prior to any distribution to the holders of common stock and Series A Preferred, 100% of the purchase price per share of Series B Preferred plus all accrued but unpaid dividends. ● Each share of Series B Preferred carries a number of votes equal to the number of shares of common stock into which such shares of Series B Preferred may then be converted.Equity

~~Due to the change in control provision of the~~ Series B Preferred~~, the Series B Preferred is classified as temporary equity on the balance sheet.~~

~~Note~~The shares 11of –Series ~~Common~~B ~~Stock~~Preferred ~~Options~~were designated on December 29, 2021. Each share of Series B Preferred has a stated value of $1.00 and is currently convertible into common stock at a conversion price equal to $0.04. The conversion price of the Series B Preferred is subject to equitable adjustment in the event of a stock split, stock dividend or similar event with respect to the common stock, and in the event of the issuance of common stock by the Company below the conversion price, subject to customary exceptions. At the current conversion price, the 333,600 shares of Series B Preferred outstanding at June 30, 2025 are convertible into 8,340,000 shares of the common stock of the Company. No holder is permitted to convert its shares of Series B Preferred if such conversion would cause the holder to beneficially own more than 4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice.

~~Stock Incentive Plan~~15

~~On June 21, 2016, we amended and restated our~~Additional ~~2012~~terms ~~Stock Incentive Plan (the “2012 Plan”), which was originally adopted on March 5, 2012, and terminated on March 5, 2022. As amended, the 2012 Plan provided for the issuance~~ of ~~up to 11,500,000 shares of common stock pursuant to~~ the ~~grant~~Series ofB ~~options~~Preferred orinclude ~~other awards, including stock grants, to employees, officers or directors of, and consultants to,~~ the Company and its subsidiaries. Options granted under the 2012 Plan may either be intended to qualify as incentive stock options under the Internal Revenue Code of 1986, or may be non-qualified options, and are exercisable over periods not exceeding ten years from date of grant. following:

~~Common~~● ~~Stock~~The ~~Option~~shares ~~Issuances~~of Series B Preferred are not entitled to dividends, provided that if dividends are paid on the shares of common stock of the Company, the Series B Preferred will be entitled to dividends based on the number of shares of common stock into which the Series B Preferred may then be converted. ● Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series B Preferred are entitled to receive, prior to any distribution to the holders of common stock and Series A Preferred, 100% of the purchase price per share of Series B Preferred plus all accrued but unpaid dividends. ● Each share of Series B Preferred carries a number of votes equal to the number of shares of common stock into which such shares of Series B Preferred may then be converted.

~~There~~Due to ~~were~~the nochange ~~issuances~~in control provision of ~~common~~the ~~stock~~Series ~~options during~~B Preferred, the ~~six~~Series ~~months~~B ~~ended~~Preferred ~~March~~is ~~31,~~classified ~~2025~~as temporary equity on the balance sheet.

15Note 11 – Common Stock Options

~~Amortization of~~ Stock~~-Based~~ Incentive ~~Compensation~~Plan

AOn June ~~total~~21, of2016, $0we amended and ~~$1,153~~restated ofour ~~stock-based~~2012 ~~compensation expense~~Stock ~~was~~Incentive ~~recognized~~Plan ~~during~~ (the ~~six~~“2012 ~~months~~Plan”), ~~ended~~which was originally adopted on March 5, 312012, ~~2025~~ and ~~2024~~terminated on March 5, ~~respectively~~2022. As amended, asthe a2012 ~~result~~Plan ofprovided for the ~~vesting~~issuance of up to 11,500,000 shares of common stock pursuant to the grant of options ~~issued~~ inor ~~prior~~other ~~periods.~~awards, Asincluding stock grants, to employees, officers or directors of, ~~March~~and 31consultants to, the ~~2025~~Company noand ~~additional~~its ~~amounts~~subsidiaries. ofOptions ~~unamortized~~granted ~~expense~~under ~~remains~~the 2012 Plan may either be intended to qualify as incentive stock options under the Internal Revenue Code of 1986, or may be ~~amortized~~non-qualified options, and are exercisable over ~~the~~periods ~~vesting~~not ~~period~~exceeding ten years from date of grant.

~~The following is a summary of information about~~Common ~~the~~Stock ~~stock~~Option ~~options outstanding at March 31, 2025.~~Issuances

~~Summary~~During the nine months ended June 30, 2025, the Company issued 6,000,000 options to an outside consultant with the following terms; (i) 2,000,000 options will have an exercise price of ~~Common~~$0.03 ~~Stock~~and ~~Options~~will ~~Outstanding~~vest after two months from the date of issuance, (ii) 2,000,000 options will have an exercise price of $0.10 and will vest after four months from the date of issuance, and (iii) 2,000,000 options will have an exercise price of $0.10 and vest after six months from the date of issuance. All 6,000,000 options have a term of one year from the date of issuance. These options were not issued pursuant to any stock incentive plan.

Shares Underlying Options Outstanding

Shares Underlying Options Exercisable

Weighted

Average

Weighted

Range of

Underlying

Remaining

Average

Underlying

Average

Exercise

Options

Contractual

Exercise

Options

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

.0056-0.13

8,120,000

3.62 years

0.052

8,120,000

0.052

Amortization of Stock-Based Compensation

~~The~~A total ~~following~~of is$5,760 and $1,153 of stock-based compensation expense was recognized during the nine months ended June 30, 2025 and 2024, respectively, as a ~~summary~~result of ~~activity~~the vesting of ~~outstanding~~ common stock options: issued in prior periods. As of June 30, 2025, $73,413 of unamortized expense remains to be amortized over the vesting period.

~~Schedule~~The following ofis ~~Activity~~a summary of ~~Outstanding~~information ~~Common~~about ~~Stock~~the ~~Options~~ stock options outstanding at June 30, 2025.

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2024		8,120,000	$	0.052
Options issued		-		-
Options forfeited		-		-
Balance, March 31, 2025		8,120,000	$	0.052
Exercisable, March 31, 2025		8,120,000	$	0.052

As of March 31, 2025, these options in the aggregate had $40,690 of intrinsic value for the outstanding and exercisable options, based on the per share market price of $0.025 of the Company’s common stock as of such date.

Shares Underlying Options Outstanding

Shares Underlying
Options Exercisable

Weighted

Average

Weighted

Range of

Underlying

Remaining

Average

Underlying

Average

Exercise

Options

Contractual

Exercise

Options

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

.0056-0.13

13,920,000

2.33 years

0.062

7,920,000

0.051

~~Note 12 – Common Stock Warrants~~16

~~Warrants~~The following tois ~~purchase~~ a ~~total~~summary of ~~15,387,050~~activity ~~shares~~ of outstanding common stock ~~were outstanding as of March 31, 2025.~~options:

~~The~~Schedule ~~following~~of isActivity ~~a summary~~ of ~~information~~Outstanding ~~about our~~Common ~~warrants~~Stock ~~to purchase common stock outstanding at March 31, 2025 (including those issued to both investors and service providers).~~Options

Summary of Common Stock Warrants Outstanding

				Weighted
				Average
	Number			Exercise
	of Shares			Price
Balance, September 30, 2024		8,120,000		$	0.052
Options issued		6,000,000			0.077
Options forfeited		(200,000	)		0.10

Balance, June 30, 2025		13,920,000		$	0.052

Exercisable, June 30, 2025		7,920,000		$	0.052

Shares Underlying

Shares Underlying Warrants Outstanding

Warrants Exercisable

Weighted

Average

Weighted

Range of

Underlying

Remaining

Average

Underlying

Average

Exercise

Warrants

Contractual

Exercise

Warrants

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

0.0074 -0.10

15,387,050

7.26 years

0.016

15,387,050

0.016

As of June 30, 2025, these options in the aggregate had $51,540 of intrinsic value for the outstanding and exercisable options, based on the per share market price of $0.028 of the Company’s common stock as of such date.

16Note 12 – Common Stock Warrants

~~The~~Warrants to ~~following~~purchase is a ~~summary~~total of ~~activity~~17,387,050 shares of ~~outstanding~~ common stock ~~warrants:~~were outstanding as of June 30, 2025.

~~Schedule~~During the nine months ended June 30, 2025, the Company issued 2,000,000 warrants to an outside consultant with an exercise price of ~~Outstanding~~$0.03, and ~~Common~~a ~~Stock~~term ~~Warrants~~of ~~Activity~~ten years after the issuance date and which vest immediately. The Company valued the warrants at $59,799.

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2024		15,387,050	$	0.016
Warrants granted		-		-
Warrants expired		-		-
Balance, March 31, 2025		15,387,050	$	0.016
Exercisable, March 31, 2025		15,387,050	$	0.016

The following is a summary of information about our warrants to purchase common stock outstanding at June 30, 2025 (including those issued to both investors and service providers).

As Summary of ~~March~~Common ~~31,~~Stock ~~2025,~~Warrants these warrants in the aggregate had $237,469 of intrinsic value as the per share market price of $0.025 of the Company’s common stock as of such date was greater than the exercise price of certain warrants.Outstanding

Note 13 – Leases

Shares Underlying

Shares Underlying Warrants Outstanding

Warrants Exercisable

Weighted

Average

Weighted

Range of

Underlying

Remaining

Average

Underlying

Average

Exercise

Warrants

Contractual

Exercise

Warrants

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

0.0074 -0.10

17,387,050

7.12 years

0.017

17,387,050

0.017

~~On May 6, 2024, the Company entered into a lease~~The tofollowing ~~lease~~is ~~its operating and office facility under~~ a ~~non-cancelable~~summary ~~real~~of ~~property~~activity ~~lease agreement that expires on May 31, 2026. The real property lease contains provisions requiring payment~~ of ~~property~~outstanding ~~taxes,~~common ~~utilities,~~stock insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.warrants:

~~The~~ Schedule ~~components~~ of ~~lease~~Outstanding ~~expense~~Common ~~were~~Stock asWarrants ~~follows:~~Activity

Schedule of Lease Expense

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2024		15,387,050	$	0.016
Warrants granted		2,000,000		0.02
Warrants expired		-		-

Balance, June 30, 2025		17,387,050	$	0.017

Exercisable, June 30, 2025		17,387,050	$	0.017

	For the		For the
	Six Months Ended		Six Months Ended
	March 31,		March 31,
	2025		2024
Operating lease cost	$	20,236	$	-
Total net lease cost	$	20,236	$	-

As of June 30, 2025, these warrants in the aggregate had $302,073 of intrinsic value as the per share market price of $0.028 of the Company’s common stock as of such date was greater than the exercise price of certain warrants.

~~Supplemental balance sheet information related to leases was as follows:~~17

~~Schedule~~Note of13 ~~Operating~~– ~~Lease Supplemental Balance Sheets~~ Leases

	March 31,			September 30,
	2025			2024
Operating leases:
Operating lease assets	$	44,914		$	57,006
Current portion of operating lease liabilities		38,894		$	36,428
Noncurrent operating lease liabilities		6,842			26,838
Total operating lease liabilities	$	45,736		$	63,266
Weighted average remaining lease term:
Operating leases		1.17 years			1.75 years
Weighted average discount rate:
Operating leases		7.9	%		7.9	%

On May 6, 2024, the Company entered into a lease to lease its operating and office facility under a non-cancelable real property lease agreement that expires on May 31, 2026. The real property lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

17The components of lease expense were as follows:

~~Supplemental cash flow and other information related~~ Schedule toof ~~leases~~Lease ~~was as follows:~~Expense

Schedule of Operating Lease Supplemental Cash Flow

	For the		For the
	Nine Months		Nine Months
	Ended June 30,		Ended June 30,
	2025		2024

Operating lease cost	$	30,354	$	-
Total net lease cost	$	30,354	$	-

	For the		For the
	Six Months Ended		Six Months Ended
	March 31,		March 31,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	17,530	$	-
Financing cash flows used for finance leases	$	-	$	-
Leased assets obtained in exchange for lease liabilities:
Total operating lease liabilities	$	-	$	-
Total finance lease liabilities	$	-	$	-

Supplemental balance sheet information related to leases was as follows:

~~The following is a maturity analysis of the annual~~ Schedule ~~undiscounted cash flows~~ of ~~the~~Operating ~~operating~~Lease ~~lease~~Supplemental ~~liabilities~~Balance ~~on a fiscal year basis, including common area maintenance fees, under non-cancelable operating leases as of March 31, 2025:~~Sheets

Schedule of Future Minimum Operating Lease Payments

	June 30,			September 30,
	2025			2024
Operating leases:
Operating lease assets	$	35,640		$	57,006

Current portion of operating lease liabilities		36,545		$	36,428
Noncurrent operating lease liabilities		-			26,838
Total operating lease liabilities	$	36,545		$	63,266

Weighted average remaining lease term:
Operating leases		0.92			1.75 years

Weighted average discount rate:
Operating leases		7.9	%		7.9	%

Fiscal Year Ending	Minimum Lease
March 31,	Commitments
2025 (6 months)	$	20,400
2026		27,639
2027		-
2028		-
2029		-
Total future undiscounted lease payments		48,039
Less interest		(2,303	)
Present value of lease payments		45,736
Less current portion		38,894
Long-term operating lease liabilities	$	6,842

Supplemental cash flow and other information related to leases was as follows:

~~Note~~ Schedule of 14Operating –Lease ~~Commitments~~Supplemental ~~and~~Cash ~~Contingencies~~Flow

Legal Contingencies

	For the		For the
	Nine Months		Nine Months
	Ended June 30,		Ended June 30,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	26,721	$	-
Financing cash flows used for finance leases	$	-	$	-

Leased assets obtained in exchange for lease liabilities:		-
Total operating lease liabilities	$	-	$	-
Total finance lease liabilities	$	-	$	-

There are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.18

~~Note~~The following 15is –a ~~Discontinued~~maturity ~~Operations~~analysis of the annual undiscounted cash flows of the operating lease liabilities on a fiscal year basis, including common area maintenance fees, under non-cancelable operating leases as of June 30, 2025:

~~On April 20, 2023, the Company and Digipath Labs~~ Schedule ~~entered into the Purchase Agreement with Buyer pursuant to which Digipath Labs agreed to sell substantially all~~ of ~~its~~Future ~~assets~~Minimum toOperating ~~Buyer for~~Lease the Purchase Price as described in Note 1 above. The Purchase Price was subject to adjustments at closing based on, among other things, the amount by which the working capital of Digipath Labs at the closing was greater or less than $150,000.Payments

The Purchase Agreement included a number of representations, warrantees, covenants and conditions to closing customary for this type of transaction. In addition, the closing of the transaction was subject to the approval of the Nevada Cannabis Compliance Board (the “CCB”). On January 18, 2024, the Company received approval from the CCB to transfer the assets pursuant to the Purchase Agreement.

Fiscal Year Ending	Minimum Lease
June 30,	Commitments
2025 (3 months)	$	10,365
2026		27,639
2027		-
2028		-
2029		-
Total future undiscounted lease payments		38,004
Less interest		(1,459	)
Present value of lease payments		36,545
Less current portion		(36,545	)
Long-term operating lease liabilities	$	-

~~Pursuant to the Purchase Agreement, the Buyer~~Note ~~deposited~~14 ~~$230,000~~– ~~into~~Commitments ~~an escrow account upon the execution of the Purchase Agreement,~~ and ~~such amount was to continue to be held in escrow for a 12-month period following closing to satisfy any indemnification claims Buyer may have against Digipath Labs.~~Contingencies

18Legal Contingencies

~~In connection with the transactions contemplated~~There byare ~~the~~no ~~Purchase~~material ~~Agreement,~~pending ~~the~~legal ~~Company,~~proceedings ~~Digipath~~to ~~Labs~~which ~~and~~we ~~Buyer~~are ~~entered into~~ a ~~Management~~party ~~Services~~or ~~Agreement (the “Management Services Agreement”), dated as of April 30, 2023, pursuant~~ to which ~~Buyer~~any ~~was engaged to manage the operation~~ of ~~Digipath~~our ~~Labs’~~property ~~cannabis testing~~is ~~laboratory (the “Lab”). The effectiveness of the Management Services Agreement was~~ subject, tonor ~~the~~are ~~approval~~there ofany ~~the~~such ~~CCB,~~proceedings ~~which~~known ~~was~~to ~~obtained~~be oncontemplated ~~October~~by ~~17,~~governmental ~~2023~~authorities. ~~Pursuant~~None toof ~~the~~our ~~Management Services Agreement~~directors, ~~after~~officers ~~the~~or ~~payment~~affiliates ofis ~~expenses~~involved toin ~~third~~a ~~parties~~proceeding ~~and~~adverse ~~a payment of 15% of cash collections~~ to ~~Digipath~~our ~~Labs~~business ~~(but~~or ~~not~~has ~~less than $15,000) in each month, Buyer was entitled to~~ a ~~management fee~~material ofinterest ~~$10,000~~adverse ~~per month. Any remaining cash generated from the operation of the Lab in any month was payable 45%~~ to ~~the~~our ~~Buyer and 55% to the Company~~business.

~~On February 20, 2024, we completed the sale of~~Note ~~the~~15 ~~net~~– ~~assets~~Discontinued of our subsidiary Digipath Labs to Buyer. On June 24, 2024, the Company and Buyer settled the final amount owed on the working capital adjustment for an additional payment of $42,835. As a result of the closing, the Company recognized a gain on the sale of the assets in the amount of $1,581,981 which includes the excess value of the Purchase Price above the net assets as well as the working capital adjustment. On November 27, 2024, the Company entered into an amendment to the Asset Purchase Agreement with Buyer. Pursuant to the amendment, the Company and Buyer agreed to an early release of the escrow deposit, whereby the escrow deposit was reduced to $200,000 and released immediately to the Company. The Company received the escrow deposit amount on December 3, 2024. The settlement is recorded in other expenses in the accompanying statement of operations. Operations

~~The~~On April ~~statements~~20, 2023, the Company and Digipath Labs entered into the Purchase Agreement with Buyer pursuant to which Digipath Labs agreed to sell substantially all of ~~operations~~its assets to Buyer for the Purchase Price as described in Note 1 above. The Purchase Price was subject to adjustments at closing based on, among other things, the amount by which the working capital of Digipath Labs at the closing was greater ~~are~~or ~~summarized~~less ~~below:~~than $150,000.

~~Schedule~~The ofPurchase ~~Discontinued~~Agreement ~~Operations~~included a number of ~~Income~~representations, ~~Statement~~warrantees, covenants and ~~Balance~~conditions ~~Sheet~~to ~~Disclosures~~ closing customary for this type of transaction. In addition, the closing of the transaction was subject to the approval of the Nevada Cannabis Compliance Board (the “CCB”). On January 18, 2024, the Company received approval from the CCB to transfer the assets pursuant to the Purchase Agreement.

	2025		2024			2025		2024
	For the Three Months Ended					For the Six Months Ended
	March 31,					March 31
	2025		2024			2025		2024
Revenues	$	-	$	712,145		$	-	$	1,635,299
Cost of sales		-		229,013			-		650,524
Gross profit		-		483,132			-		984,775
Operating expenses:
General and administrative		-		189,983			-		393,168
Professional fees		-		-			-		4,750
Total operating expenses		-		189,983			--		397,918
Operating income(loss)		-		293,149					586,857
Other income (expense):
Interest expense		-		(620	)		-		(1,701	)
Total other income (expense)		-		(620	)		-		(1,701	)
Net income (loss)	$	-	$	292,529		$	-	$	585,156

Pursuant to the Purchase Agreement, the Buyer deposited $230,000 into an escrow account upon the execution of the Purchase Agreement, and such amount was to continue to be held in escrow for a 12-month period following closing to satisfy any indemnification claims Buyer may have against Digipath Labs.

~~Note~~In connection 16with –the ~~Subsequent~~transactions ~~Events~~contemplated by the Purchase Agreement, the Company, Digipath Labs and Buyer entered into a Management Services Agreement (the “Management Services Agreement”), dated as of April 30, 2023, pursuant to which Buyer was engaged to manage the operation of Digipath Labs’ cannabis testing laboratory (the “Lab”). The effectiveness of the Management Services Agreement was subject to the approval of the CCB, which was obtained on October 17, 2023. Pursuant to the Management Services Agreement, after the payment of expenses to third parties and a payment of 15% of cash collections to Digipath Labs (but not less than $15,000) in each month, Buyer was entitled to a management fee of $10,000 per month. Any remaining cash generated from the operation of the Lab in any month was payable 45% to the Buyer and 55% to the Company.

On April 1, 2025, our board of directors (i) approved the creation of a new series of preferred stock of the Company, designated as Series D Preferred, (ii) approved the filing of a Certificate of Designation of the Series D Preferred Stock (the “Certificate of Designation of the Series D Preferred”) with the Secretary of State of the State of Nevada, and (iii) reserved 60,000,000 shares of the Company’s common stock for issuance upon a conversion of the Series D Preferred.19

On February ~~April 2~~20, ~~2025~~2024, we completed the ~~Certificate~~sale of ~~Designation~~the net assets of our subsidiary Digipath Labs to Buyer. On June 24, 2024, the Company and Buyer settled the final amount owed on the working capital adjustment for an additional payment of $42,835. As a result of the ~~Series~~closing, the DCompany ~~Preferred~~recognized ~~was~~a ~~filed~~gain ~~with~~on the ~~Secretary~~sale of ~~State~~the assets in the amount of $1,581,981 which includes the ~~State~~excess value of ~~Nevada~~the Purchase Price above the net assets as well as the working capital adjustment. On November 27, 2024, the Company entered into an amendment to the Asset Purchase Agreement with Buyer. Pursuant to the amendment, the Company and Buyer agreed to an early release of the escrow deposit, whereby the escrow deposit was ~~declared~~reduced ~~effective~~to $200,000 and released immediately to the Company. The Company received the escrow deposit amount on December 3, 2024. The settlement is recorded in other expenses in the accompanying statement of operations.

19The statements of operations of Digipath Labs are summarized below:

~~ITEM~~ Schedule 2.of ~~MANAGEMENT’S~~Discontinued ~~DISCUSSION~~Operations ~~AND~~of ~~ANALYSIS~~Income OFStatement ~~FINANCIAL~~and ~~CONDITION~~Balance ~~AND~~Sheet ~~RESULTS OF OPERATIONS.~~Disclosures

The information contained in this Quarterly Report on Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended September 30, 2024 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Quarterly Report on Form 10-Q.

	2025		2024		2025		2024
	For the Three Months Ended				For the Nine Months Ended
	June 30,				June 30
	2025		2024		2025		2024

Revenues	$	-	$	-	$	-	$	1,635,299
Cost of sales		-		-		-		650,524
Gross profit		-		-		-		984,775

Operating expenses:
General and administrative		-		-		-		393,168
Professional fees		-		-		-		4,750
Total operating expenses		-		-		-		397,918

Operating income(loss)		-		-				586,857

Other income (expense):
Interest expense		-		-		-		(1,701	)
Total other income (expense)		-		-		-		(1,701	)

Net income (loss)	$	-	$	-	$	-	$	585,156

~~The following discussion~~Note ~~contains~~16 ~~certain~~– ~~statements~~Subsequent that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Annual Report on Form 10-K for the year ended September 30, 2024 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this Quarterly Report on Form 10-Q. The following should also be read in conjunction with the unaudited financial statements and notes thereto that appear elsewhere in this Quarterly Report on Form 10-Q.Events

~~Overview~~On August 18, 2025, (i) the holder of the 2024 Secured Credit Facility agreed to further extend the maturity date thereof to July 31, 2027 in exchange for a deferred payment by the Company of $2,607, and (ii) the holders of the convertible promissory notes described in items #1-4 in Note 8 to the consolidated financial statements of the Company agreed to further extend the maturity dates thereof to July 31, 2027 in exchange for aggregate deferred payments by the Company totaling $32,347.

~~Hypha Labs, Inc. was incorporated in Nevada on October 5, 2010. Until February~~ 20, 2024, Hypha Labs, Inc. and its subsidiaries (“Hypha Labs,” the “Company,” “we,” “our” or “us”) was a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, and supported the cannabis industry’s best practices for reliable testing. Our mission was to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients knew exactly what was in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Hypha Labs had been operating a cannabis-testing lab in Nevada since 2015.

~~On February 20, 2024, we completed~~ITEM ~~the sale of the net assets of our wholly owned subsidiary Digipath Labs, Inc~~2. (“Digipath Labs”). As of that date, we were no longer in the business as a service oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, which supported the cannabis industryMANAGEMENT’sS ~~best~~DISCUSSION ~~practices~~AND ~~for~~ANALYSIS ~~reliable~~OF ~~testing,~~FINANCIAL ~~cannabis~~CONDITION ~~education~~AND ~~and~~RESULTS ~~training. Following~~OF ~~closing of the asset sale, the Company changed its name from Digipath, Inc~~OPERATIONS. ~~to Hypha Labs, Inc.~~

~~Hypha Products Inc., a wholly~~The ~~owned~~information ~~subsidiary~~contained ofin ~~the~~this ~~Company,~~Quarterly ~~was~~Report ~~formed~~ on ~~April~~Form ~~18,~~10-Q ~~2024~~is intended to ~~engage~~update in the ~~research,~~information ~~development~~contained ~~and~~in ~~commercialization~~our ofAnnual anReport ~~accelerator,~~on Form ~~the~~10-K ~~Hypha~~for ~~Micropearl~~the ~~accelerator,~~year aended ~~home~~September ~~appliance~~30, ~~designed~~2024 toand ~~accelerate~~presumes ~~the~~that ~~production~~readers ofhave ~~nutritionally~~access ~~beneficial~~to, ~~mushrooms~~and ~~for~~will ~~human consumption.~~have ~~The~~read, ~~Company~~the “Management’s Discussion ~~easy-to-use~~and ~~device,~~Analysis ~~together~~of ~~with~~Financial ~~its~~Condition ~~replacement cartridges, safely~~ and ~~effectively~~Results ~~produces enriched mycelium~~ of ~~functional~~Operations” ~~mushrooms,~~and orother ~~Micropearls,~~information contained in ~~just~~such ~~eight~~Form ~~days~~10-K. ~~These Micropearls contain active mushroom ingredients that offer~~The afollowing ~~way~~discussion toand ~~harness~~analysis ~~the~~also ~~medicinal~~should ~~properties~~be ofread ~~fungi~~together inwith aour ~~concentrated,~~financial ~~easy-to-handle,~~statements ~~tasteless~~ and ~~odorless~~the ~~form.~~notes ~~These~~to ~~Micropearls~~the ~~can~~financial statements beincluded ~~incorporated~~elsewhere ~~into~~in ~~various~~this ~~food~~Quarterly ~~and~~Report ~~beverages~~on ~~without~~Form ~~altering the flavor~~10-Q.

~~Our Hypha Micropearl accelerator~~The ~~will~~following bediscussion ~~sold~~contains ~~with~~certain ~~replaceable~~statements ~~cartridges~~that ~~which~~may ~~are~~be ~~delivered~~deemed ~~pre~~“forward-~~sterilized~~looking tostatements” within the ~~home~~meaning ~~and~~of ~~ready~~the Private toSecurities beLitigation ~~inserted~~Reform ~~into~~Act ~~the~~of ~~device~~1995. ~~These cartridges~~Such ~~are~~statements ~~filled~~appear ~~with~~in ~~powerful~~a ~~nutrient~~number ~~formulations~~of ~~which~~places ~~allow~~in ~~for~~this ~~the~~Report, ~~production~~including, ofwithout ~~the~~limitation, “Management’s ~~Micropearls.~~Discussion ~~The~~and QRAnalysis ~~codes~~of onFinancial ~~the~~Condition ~~cartridges are~~and ~~scanned~~Results toof ~~the~~Operations.” ~~Hypha~~These ~~Labs~~statements ~~app~~are ~~and~~not ~~inserted~~guarantees of ~~into~~future ~~the~~performance ~~device~~and involve risks, uncertainties and ~~the~~requirements ~~Micropearls~~that are ~~produced~~difficult ~~and~~to ~~fully~~predict ~~formed~~or inare ~~eight~~beyond ~~days~~our control. ~~After~~Forward-looking ~~harvesting~~statements speak only as of the ~~Micropearls~~date ~~with~~of athis ~~strainer,~~Quarterly ~~they~~Report ~~are~~on ~~ready~~Form to10-Q. beYou ~~incorporated~~should ~~into~~not aput ~~variety~~undue ofreliance ~~foods~~on any forward-looking statements. ~~The~~We ~~cartridges~~strongly ~~help~~encourage investors to ~~minimize~~ carefully read the ~~risk~~factors ofdescribed ~~mold~~in orour ~~yeast~~Annual ~~contamination~~Report ~~and~~on ~~help~~Form ~~improve~~10-K for the ~~success~~year ofended September 30, 2024 in the atsection ~~home~~entitled ~~mushroom~~“Risk ~~growth.~~Factors” Wefor ~~believe~~a description of certain risks that ~~our~~could, ~~innovative~~among ~~accelerator~~other things, ~~technology~~cause ~~will~~actual ~~disrupt~~results ~~traditional~~to ~~methods~~differ offrom ~~mushroom~~these ~~production~~forward-looking ~~and~~statements. ~~bring~~We ~~lab-quality~~assume ~~nutrient~~no ~~ingredients~~responsibility ~~into~~to update the ~~home~~forward-looking statements contained in this Quarterly Report on Form 10-Q. The following should also be read in conjunction with ~~convenience~~the unaudited financial statements and ~~efficiency~~notes thereto that appear elsewhere in this Quarterly Report on Form 10-Q.

20Overview

~~We intend to continue the~~Hypha ~~design~~Labs, ~~development~~Inc. ~~and~~was ~~testing~~incorporated ofin ~~the~~Nevada ~~Hypha~~on ~~Micropearl~~October ~~accelerator~~5, ~~over~~2010. ~~the~~Hypha ~~next~~Labs, ~~six months~~Inc. ~~Initially,~~and weits ~~will~~subsidiaries ~~produce~~(“Hypha aLabs,” ~~limited~~the ~~number~~“Company,” of“we,” ~~accelerators~~“our” ator ~~our~~“us”) ~~headquarters~~was ~~for~~a service-oriented independent testing ~~purposes~~laboratory, ~~both~~data ~~with~~analytics ~~mycologists~~ and ~~experts~~media firm infocused on the ~~functional~~developing ~~mushroom~~cannabis ~~industry.~~and ~~Upon completion~~hemp ofmarkets, ~~the design~~ and ~~successful~~supported ~~testing of~~ the ~~Hypha~~cannabis ~~Micropearl~~industry’s ~~accelerator,~~best wepractices ~~will~~for ~~seek~~reliable totesting. Our ~~enter~~mission ~~into~~was ato ~~manufacturing~~provide ~~arrangement outside~~pharmaceutical-grade ~~the~~analysis ~~United~~and ~~States~~testing to ~~manufacture~~ the ~~Hypha~~cannabis ~~Micropearl~~industry, ~~accelerator~~under ~~for~~ISO-17025:2017 ~~commercial~~guidelines, ~~sale.~~to ~~Our~~ensure consumers ~~goal~~and ispatients toknew beexactly what was in the ~~position~~cannabis tothey ~~market the~~ingest ~~Hypha~~and ~~Micropearl~~to ~~accelerator~~help bymaximize the ~~end~~quality of ~~calendar~~our ~~year~~clients’ ~~2025~~products through research, ~~although~~development, ~~there~~and ~~can~~standardization. beHypha noLabs ~~assurance~~had webeen ~~will~~operating ~~achieve~~a ~~our~~cannabis-testing ~~goal~~lab in ~~this time~~Nevada ~~period,~~since ~~or at all~~2015.

~~Results~~On February 20, 2024, we completed the sale of ~~Operations~~the ~~for~~net assets of our wholly owned subsidiary Digipath Labs, Inc. (“Digipath Labs”). As of that date, we were no longer in the ~~Three~~business ~~Months~~as a service-oriented independent testing laboratory, data analytics and media firm ~~Ended~~focused ~~March~~on 31the developing cannabis and hemp markets, ~~2025~~which supported the cannabis industry’s best practices for reliable testing, cannabis education and ~~2024:~~training. Following closing of the asset sale, the Company changed its name from Digipath, Inc. to Hypha Labs, Inc.

~~The~~Hypha Products ~~following~~Inc., ~~table~~a ~~summarizes~~wholly owned subsidiary of the Company, was formed on April 18, 2024 to engage in the research, development and commercialization ~~selected~~of ~~items~~an ~~from~~accelerator, the ~~statement~~Hypha Micropearl accelerator, a home appliance designed to accelerate the production of ~~operations~~nutritionally beneficial mushrooms for human consumption. The Company’s easy-to-use device, together with its replacement cartridges, safely and effectively produces enriched mycelium of functional mushrooms, or Micropearls, in just eight days. These Micropearls contain active mushroom ingredients that offer a way to harness the ~~three~~medicinal ~~months~~properties ~~ended~~of ~~March~~fungi 31in a concentrated, ~~2025~~easy-to-handle, tasteless and ~~2024~~odorless form. These Micropearls can be incorporated into various food and beverages without altering the flavor.

	Three Months Ended March 31,						Increase /
	2025			2024			(Decrease)
Operating expenses:
General and administrative		65,467			182,504			(117,037	)
Professional fees		603,695			391,543			212,152
Total operating expenses:		669,162			574,047			95,115
Operating loss		(669,162	)		(574,047	)		(95,115	)
Total other income		27,340			566,053			(538,713	)
Net loss from continuing operations		(641,822	)		(56,708	)		(633,828	)
Net income from discontinued operations		-			292,529			(292,529	)
Net income (loss)	$	(641,822	)	$	235,821		$	(877,643	)

Our Hypha Micropearl accelerator will be sold with replaceable cartridges which are delivered pre-sterilized to the home and ready to be inserted into the device. These cartridges will be filled with powerful nutrient formulations which allow for the production of the Micropearls. The QR codes on the cartridges are scanned to the Hypha Labs app and inserted into the device and the Micropearls are produced and fully formed in eight days. After harvesting the Micropearls with a strainer, they are ready to be incorporated into a variety of foods. The cartridges help to minimize the risk of mold or yeast contamination and help improve the success of the at home mushroom growth. We believe that our innovative accelerator technology will disrupt traditional methods of mushroom production and bring lab-quality nutrient ingredients into the home with convenience and efficiency.

~~General and Administrative Expenses~~21

~~General~~We intend to continue the design, development and ~~administrative expenses~~testing ~~for~~of the ~~three~~Hypha ~~months~~Micropearl ~~ended~~accelerator ~~March~~over ~~31,~~the ~~2025~~next ~~were~~six ~~$65~~months. Initially,~~467,~~ ~~compared~~we towill produce ~~$182~~a limited number of accelerators at our headquarters for testing purposes,~~504~~ ~~during~~both with mycologists and experts in the ~~three~~functional mushroom ~~months~~industry. ~~ended~~Upon ~~March~~completion ~~31,~~of ~~2024~~the design and successful testing of the Hypha Micropearl accelerator, we will seek to enter into a manufacturing arrangement outside the United States to manufacture the Hypha Micropearl accelerator for commercial sale. Our goal is ~~decrease~~to be in the position to market the Hypha Micropearl accelerator by the end of ~~$117~~calendar year 2025,~~037,~~ oralthough ~~64%.~~there ~~General~~can ~~and~~be ~~administrative~~no ~~expenses~~assurance we ~~decreased~~will ~~primarily~~achieve ~~due~~our togoal ~~decreased~~in ~~corporate~~this ~~overhead~~time ~~activities~~period, or at all.

~~Professional~~Results of ~~Fees~~Operations for the Three Months Ended June 30, 2025 and 2024:

~~Professional fees for the~~The ~~three~~following ~~months~~table ~~ended~~summarizes ~~March~~selected ~~31,~~items ~~2025~~from ~~were $603,695, compared to $391,543 during~~ the ~~three~~statement ~~months ended March 31, 2024, an increase~~ of ~~$212,152, or~~operations ~~17%.~~for ~~Professional fees included non-cash, stock-based compensation of $389,063 and $0 during~~ the three months ended ~~March~~June 3130, 2025 and 2024~~, respectively~~. ~~Professional fees increased primarily due to corporate consulting services and legal fees during the current period as we increased our focus on developing our new business.~~

Other Income

	Three Months Ended June 30,						Increase /
	2025			2024			(Decrease)
Operating expenses:
General and administrative		81,683			486,209			(404,526	)
Professional fees		454,344			127,364			326,980
Total operating expenses:		536,027			613,573			(77,546	)

Operating loss		(536,027	)		(613,573	)		167,622

Total other income (expense)		(25,996	)		(116,072	)		90,076

Net income (loss)	$	(562,023	)	$	(706,897	)	$	144,874

~~Other income, on a net basis,~~General ~~for~~and ~~the~~Administrative three months ended March 31, 2025 was $27,340, compared to other income, on a net basis, of $566,053 during the three months ended March 31, 2024, a net decrease of $538,713. Other expense consisted of interest expense of $22,660 offset by recovery of previously written off receivables of $50,000 for the three months ended March 31, 2024.Expenses

21General and administrative expenses for the three months ended June 30, 2025 were $81,683, compared to $486,209 during the three months ended June 30, 2024, a decrease of $404,526, or 83%. General and administrative expenses decreased primarily due to decreased corporate overhead activities.

~~Results of Operations for the Six Months Ended~~Professional ~~March 31, 2025 and 2024:~~Fees

~~The~~Professional fees ~~following~~for ~~table~~the ~~summarizes selected~~three ~~items~~months ~~from~~ended June 30, 2025 were $454,344, compared to $127,364 during the ~~statement~~three months ended June 30, 2024, an increase of ~~operations~~$326,980, ~~for~~or 257%. Professional fees included non-cash, stock-based compensation of $313,059 and $0 during the ~~six~~three months ended June ~~March 31~~30, 2025 and 2024, respectively. Professional fees increased primarily due to corporate consulting services and legal fees during the current period as we increased our focus on developing our new business.

	Six Months Ended March 31,						Increase /
	2025			2024			(Decrease)
Operating expenses:
General and administrative		1,090,578			197,247			893,331
Professional fees		883,848			447,364			436,484
Total operating expenses:		1,974,426			644,611			1,329,815
Operating loss		(1,974,426	)		(644,611	)		(1,329,815	)
Total other income (expense)		(7,037	)		495,636			(502,673	)
Net loss from continuing operations		(1,981,463	)		(197,689	)		(1,783,774	)
Net income from discontinued operations		-			585,156			(585,156	)
Net income (loss)	$	(1,981,463	)	$	387,467		$	(2,368,930	)

Other Income (expense)

~~General~~Other expense, ~~and~~on ~~Administrative~~a ~~Expenses~~net basis, for the three months ended June 30, 2025 was $25,996, compared to other expense, on a net basis, of $116,072 during the three months ended June 30, 2024, a decrease of $90,076 in other expenses. Other expense consisted of interest expense of $25,996.

General and administrative expenses for the six months ended March 31, 2025 were $1,090,578, compared to $197,247 during the six months ended March 31, 2024, an increase of $893,331, or 489%. General and administrative expenses increased primarily due to increased corporate overhead activities and the issuance of the Series C Preferred shares to our sole officer with a value in excess of the purchase price of $968,356.22

~~Professional~~Results of ~~Fees~~Operations for the Nine Months Ended June 30, 2025 and 2024:

~~Professional fees for the~~The ~~six~~following ~~months~~table ~~ended~~summarizes ~~March~~selected ~~31,~~items ~~2025~~from ~~were $883,848, compared to $447,364 during~~ the ~~six~~statement ~~months ended March 31, 2024, an increase~~ of ~~$436,484, or~~operations ~~111%.~~for ~~Professional fees included non-cash, stock-based compensation of $456,063 and $222,257 during~~ the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024~~, respectively~~. ~~Professional fees increased primarily due to corporate consulting services and legal fees during the current period as we increased our focus on developing our new business.~~

Operating Loss

	Nine Months Ended June 30,						Increase /
	2025			2024			(Decrease)
Operating expenses:
General and administrative		1,172,261			683,456			488,805
Professional fees		1,338,192			574,728			763,464
Total operating expenses:		2,510,453			1,258,184			1,252,269

Operating loss		(2,510,453	)		(1,258,184	)		(1,252,269	)

Total other income (expense)		(33,033	)		379,564			(412,597	)

Net loss from continuing operations		(2,543,486	)		(904,586	)		(1,638,900	)
Net income from discontinued operations		-			585,156			(585,156	)
Net income (loss)	$	(2,543,486	)	$	(319,430)		$	(2,224,056	)

~~Our operating loss for the~~General six months ended March 31, 2025 was $1,974,426, compared to an operating loss of $644,611 during the six months ended March 31, 2024, an increase of $1,329,815, or 147%. Our operating loss increased primarily due to our increased general and ~~administrative~~Administrative ~~expenses.~~Expenses

~~Other~~General and ~~Income~~administrative ~~(Expense)~~expenses for the nine months ended June 30, 2025 were $1,172,261, compared to $683,456 during the nine months ended June 30, 2024, an increase of $488,805, or 101%. General and administrative expenses increased primarily due to increased corporate overhead activities and the issuance of the Series C Preferred shares to our sole officer with a value in excess of the purchase price of $968,356.

~~Other expense, on a net basis,~~Professional for the six months ended March 31, 2025 was $7,037, compared to other income, on a net basis, of $495,636 during the six months ended March 31, 2024. Other expense consisted of interest expense of $45,034 and loss on the settlement of the escrow deposit of $20,003, offset by interest income of $8,000 and the recovery of previously written off receivables of $50,000 for the six months ended March 31, 2025. Other income consisted of interest expense of $158,271, loss on extinguishment of debt of $956,494, the receipt from an insurance claim, and the gain on the sale of the net assets of Digipath Labs of $1,596,505 for the six months ended March 31, 2024.Fees

22Professional fees for the nine months ended June 30, 2025 were $1,338,192, compared to $574,728 during the nine months ended June 30, 2024, an increase of $763,464, or 599%. Professional fees included non-cash, stock-based compensation of $1,737,478 and $537,548 during the nine months ended June 30, 2025 and 2024, respectively. Professional fees increased primarily due to corporate consulting services and legal fees during the current period as we increased our focus on developing our new business.

~~Liquidity and Capital Resources~~Operating Loss

~~The~~Our operating ~~following~~loss isfor ~~a summary of~~ the ~~Company’s~~nine ~~cash~~months ~~flows~~ended ~~provided~~June by30, ~~(used~~2025 ~~in)~~was ~~operating~~$2, ~~investing~~510,453, ~~and~~compared ~~financing~~to ~~activities~~an ~~for~~operating loss of $1,258,184 during the ~~six~~nine months ended ~~March 31~~June 30, ~~2025~~2024, an increase of $1,252,269, or 204%. Our operating loss increased primarily due to our increased general and ~~2024:~~administrative expenses.

	2025			2024
Operating Activities	$	(41,611	)	$	(61,123	)
Investing Activities		(1,730	)		2,115,267
Financing Activities		(26,732	)		(1,261,749	)
Net increase in Cash	$	(70,073	)	$	792,395

Other Income (Expense)

~~Net~~Other expense, ~~Cash~~on ~~Used~~a Innet ~~Operating~~basis, ~~Activities~~for the nine months ended June 30, 2025 was $33,000, compared to other income, on a net basis, of $379,564 during the nine months ended June 30, 2024. Other expense consisted of interest expense of $71,030 and loss on the settlement of the escrow deposit of $20,003, offset by interest income of $8,000 and the recovery of previously written off receivables of $50,000 for the nine months ended June 30, 2025. Other income consisted of interest expense of $179,902, loss on extinguishment of debt of $956,494, the receipt from an insurance claim, and the gain on the sale of the net assets of Digipath Labs of $1,502,064 for the nine months ended June 30, 2024.

~~During the six months ended~~Liquidity ~~March~~and ~~31,~~Capital 2025, net cash used in operating activities was $41,611, compared to net cash used in operating activities of $61,123 for the same period ended March 31, 2024, including cash used in operating activities from discontinued operations of $0 for the six months ended March 31, 2025 compared to cash provided by operating activities from discontinued operations of $373,913 for the six months ended March 31, 2025. The decrease in cash used in operating activities was primarily attributable to our increase in net loss related to the development of our new business.Resources

~~Net~~The following ~~Cash~~is ~~Provided~~a summary of the Company’s cash flows provided by (~~Used~~used in) ~~Investing~~operating, ~~Activities~~investing, and financing activities for the nine months ended June 30, 2025 and 2024:

During the six months ended March 31, 2025, net cash used in investing activities was $1,730 compared to $2,115,267 provided by investing activities for the same period ended March 31, 2024, including cash used in investing activities from discontinued operations of $0 for the six months ended March 31, 2025 compared to cash used in investing activities from discontinued operations of $11,667 for the six months ended March 31, 2024.

	2025			2024
Operating Activities	$	(64,912	)	$	(598,029	)
Investing Activities		(1,730	)		2,097,800
Financing Activities		122,668			(1,261,749	)
Net increase in Cash	$	56,026		$	238,022

~~Net Cash Used in Financing Activities~~23

~~During the six months ended~~Net ~~March~~Cash ~~31,~~Used ~~2025,~~In ~~net~~Operating cash used in financing activities was $26,732, compared to net cash used in financing activities of $1,261,749 for the same period ended March 31, 2024, including cash used in financing activities from discontinued operations of $0 for the six months ended March 31, 2025 compared to cash used in financing activities from discontinued operations of $15,784 for the six months ended March 31, 2024.Activities

~~Ability~~During the nine months ended June 30, 2025, net cash used in operating activities was $64,912, compared to ~~Continue~~net ascash aused ~~Going~~in ~~Concern~~operating activities of $598,029 for the same period ended June 30, 2024, including cash used in operating activities from discontinued operations of $0 for the nine months ended June 30, 2025 compared to cash provided by operating activities from discontinued operations of $373,913 for the nine months ended June 30, 2024. The decrease in cash used in operating activities was primarily attributable to our increase in net loss related to the development of our new business, offset by the total stock based compensation expense of $1,737,478.

~~As of March 31, 2025, our~~Net ~~balance~~Cash ofProvided ~~cash~~by on(Used hand was $21,093, and we had negative working capital of $1,546,801 and an accumulated deficit of $22,528,889 resulting from recurring losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Until the agreement to sell the assets of the Company’s lab testing business, management was actively pursuing new customers to increase revenues. In addition, the Company was seeking additional sources of capital to fund short term operations. The Company will seek to raise funds to complete the development and testing of its accelerator over the next 6 to 12 months and to fund the initial launch of commercial sales of its accelerator device. The Company intends to raise such funds through either the sale of equity or debt securities, including through a potential Regulation A offering, following such 6 to 12-month period to successfully execute its business plan. The Company is also currently evaluating future investments into potential acquisition targets. There can be no assurance that we will be successful in) ~~achieving these~~Investing objectives, becoming profitable or continuing our business without either a temporary interruption or a permanent cessation. In addition, additional financing may result in substantial dilution to existing stockholders.Activities

~~The accompanying consolidated~~During ~~financial~~the ~~statements~~nine ~~have~~months ~~been~~ended ~~prepared~~June ~~assuming~~30, ~~that~~2025, ~~the~~net ~~Company~~cash ~~will~~used ~~continue~~in asinvesting aactivities ~~going~~was ~~concern~~$1,730 ~~which~~compared ~~contemplates~~to ~~continuity of operations~~$2, ~~realization~~097,800 ofprovided ~~assets,~~by ~~and~~investing ~~liquidation~~activities for ofthe ~~liabilities~~same inperiod ~~the~~ended ~~normal~~June ~~course~~30, of2024, ~~business.~~including ~~The~~cash ~~unaudited~~used ~~consolidated~~in ~~financial~~investing ~~statements do~~activities ~~not~~from ~~include~~discontinued ~~any~~operations ~~adjustments~~of ~~related~~$0 tofor the ~~recoverability~~nine months ~~and~~ended ~~classification~~June of30, ~~recorded~~2025 ~~asset~~compared ~~amounts~~to orcash ~~the~~used ~~amounts~~in ~~and~~investing ~~classification of~~activities ~~liabilities~~from ~~that~~discontinued ~~might~~operations beof ~~necessary~~$11,667 ~~should~~for the ~~Company~~nine bemonths ended ~~unable~~June to30, ~~continue as a going concern~~2024.

~~Off-Balance~~Nest Cash ~~Sheet~~Used ~~Arrangements~~in Financing Activities

WeDuring the ~~have~~nine nomonths ~~outstanding~~ended ~~off-balance~~June 30, 2025, net cash provided by financing activities was $122,668, compared to net cash used in financing activities ~~sheet~~of ~~guarantees~~$1,261,749 ~~interest~~for ~~rate~~the ~~swap~~same ~~transactions~~period orended ~~foreign~~June ~~currency~~30, ~~contracts~~2024, including cash used in financing activities from discontinued operations of $0 for the nine months ended June 30, 2025 compared to cash used in financing activities from discontinued operations of $15,784 for the nine months ended June 30, 2024. WeThe docash ~~not~~provided ~~engage~~by financing activities in ~~trading~~the current period related to proceeds from notes payable of $115,600 and proceeds from convertible notes payable of $130,000 offset by the payment of deferred offering costs in the amount of $123,032. The cash used in financing activities ~~involving~~in ~~non-exchange~~the prior period related to the repayment of notes payable in the amount of $595,965 ~~traded~~and ~~contracts~~convertible notes payable of $650,000.

23Ability to Continue as a Going Concern

~~Critical~~As of ~~Accounting~~June ~~Policies~~30, 2025, our balance of cash on hand was $147,192, and ~~Estimates~~we had negative working capital of $1,846,324 and an accumulated deficit of $23,090,912 resulting from recurring losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Until the agreement to sell the assets of the Company’s lab testing business, management was actively pursuing new customers to increase revenues. In addition, the Company was seeking additional sources of capital to fund short term operations. The Company will seek to raise funds to complete the development and testing of its accelerator over the next 6 to 12 months and to fund the initial launch of commercial sales of its accelerator device. The Company intends to raise such funds through either the sale of equity or debt securities, including through a Regulation A offering, during such 6 to 12-month period to successfully execute its business plan. The Company is also currently evaluating future investments into potential acquisition targets. There can be no assurance that we will be successful in achieving these objectives, becoming profitable or continuing our business without either a temporary interruption or a permanent cessation. In addition, additional equity financing may result in substantial dilution to existing stockholders.

The accompanying ~~preparation~~consolidated of financial statements inhave ~~conformity~~been ~~with~~prepared ~~accounting~~assuming ~~principles~~that ~~generally accepted in~~ the ~~United~~Company ~~States~~will ~~requires~~continue ~~our~~as ~~management~~a togoing ~~make assumptions~~concern, ~~estimates~~ ~~and~~which ~~judgments~~contemplates continuity ~~that~~of ~~affect the amounts reported~~operations, ~~including~~realization ~~the~~of ~~notes thereto~~assets, and ~~related~~liquidation ~~disclosures~~ of ~~commitments~~liabilities ~~and~~in ~~contingencies, if any. We have identified certain accounting policies that are significant to~~ the ~~preparation~~normal course of ~~our financial statements~~business. ~~These~~The ~~accounting policies~~unaudited ~~are important for an understanding of our~~ consolidated financial ~~condition~~statements ~~and~~do ~~results~~not ofinclude ~~operations.~~any ~~Critical~~adjustments ~~accounting~~related ~~policies are those that are most important~~ to the ~~presentation~~recoverability ~~of our financial condition~~ and ~~results~~classification of ~~operations~~recorded ~~and~~asset ~~require~~amounts ~~management’s subjective~~ or ~~complex judgment, often as a result of~~ the ~~need to make estimates about the effect of matters that are inherently uncertain and may~~ ~~change~~amounts ~~in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements~~ and ~~because~~classification of ~~the~~liabilities ~~possibility~~ that ~~future~~might ~~events~~be ~~affecting~~necessary should the ~~estimate~~Company ~~may~~be ~~differ~~unable ~~significantly~~to ~~from~~continue ~~management’s~~as ~~current~~a ~~judgments~~going concern.

~~While our significant accounting policies are more fully described in notes to our consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10~~Off-~~Q, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported~~Balance ~~financial~~Sheet ~~results and affect the more significant judgments and estimates that we used in the preparation of our financial statements.~~Arrangements

~~Revenue~~We have ~~Recognition~~no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognized revenue from the sale of lab testing services through our subsidiary Digipath Labs.24

~~Our historical revenue was~~Critical ~~primarily~~Accounting ~~generated~~Policies ~~through our subsidiary, Digipath Labs, which recognized revenue from the analytical testing of cannabis products for licensed producers~~ and cultivators within the state of Nevada on a determinable fixed fee per test, or panel of tests, basis. Revenue from the performance of those services was recognized upon completion of the tests, at which time test results were delivered to the customer, provided collectability of the fee is reasonably assured. We typically required payment within thirty days of the delivery of results.Estimates

~~Stock-Based~~The preparation ~~Compensation~~of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management’s subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.

~~The~~While our ~~Company~~significant ~~accounts~~accounting ~~for~~policies ~~equity instruments~~are ~~issued~~more tofully ~~employees~~described in ~~accordance with~~ the ~~provisions~~notes ofto ~~ASC~~our ~~718~~consolidated ~~Stock~~financial ~~Compensation~~statements ~~(ASC~~appearing ~~718) and Equity-Based Payments to~~elsewhere ~~Non-employees~~in ~~pursuant~~this toQuarterly ~~ASC~~Report ~~2018-07~~on ~~(ASC~~Form ~~2018~~10-~~07).~~Q, ~~All~~we ~~transactions~~believe inthat ~~which~~ the ~~consideration~~following ~~provided~~accounting inpolicies ~~exchange for the purchase of goods or services consists of the issuance of equity instruments~~ are ~~accounted for based on~~ the ~~fair~~most ~~value~~critical ofto ~~the~~aid ~~consideration~~you ~~received or~~in ~~the~~fully ~~fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the~~understanding ~~equity~~and ~~instrument~~evaluating ~~issued~~our isreported ~~the~~financial ~~earlier~~results ofand ~~the~~affect ~~date on which~~ the ~~counterparty’s~~more ~~performance~~significant isjudgments ~~complete~~and orestimates ~~the~~that ~~date~~we atused ~~which~~in ~~a commitment for performance by~~ the ~~counterparty to earn the equity instruments is reached because~~ preparation of ~~sufficiently~~our ~~large~~financial ~~disincentives for nonperformance~~statements.

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~Revenue Recognition

AsThe Company arecognizes ~~“smaller~~revenue ~~reporting company”~~in asaccordance ~~defined~~with byASC ~~Item~~606 10— ofRevenue ~~Regulation~~from ~~S-K~~Contracts with Customers. Under ASC 606, the Company recognized isrevenue ~~not~~from ~~required~~the tosale ~~provide~~of ~~the~~lab ~~information~~testing ~~required~~services bythrough ~~this~~our ~~Item~~subsidiary Digipath Labs.

~~ITEM~~Our historical 4revenue was primarily generated through our subsidiary, Digipath Labs, which recognized revenue from the analytical testing of cannabis products for licensed producers and cultivators within the state of Nevada on a determinable fixed fee per test, or panel of tests, basis. ~~CONTROLS~~Revenue ~~AND~~from ~~PROCEDURES~~the performance of those services was recognized upon completion of the tests, at which time test results were delivered to the customer, provided collectability of the fee is reasonably assured. We typically required payment within thirty days of the delivery of results.

~~Disclosure Controls and Procedures~~Stock-Based Compensation

~~Our~~The Company ~~management,~~accounts ~~with~~for ~~the~~equity ~~participation of~~instruments ~~our~~issued ~~Chief~~to ~~Executive~~employees ~~and~~in ~~Chief~~accordance ~~Financial~~with ~~Officer, evaluated~~ the ~~effectiveness~~provisions of ~~our~~ASC ~~disclosure~~718 ~~controls~~Stock ~~and~~Compensation ~~procedures as of March 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15~~(e)ASC ~~and 15d-15(e~~718) ~~under the Exchange Act,~~ ~~means controls~~ and ~~other~~Equity-Based ~~procedures~~Payments ofto aNon-employees ~~company~~pursuant ~~that are designed~~ to ~~ensure~~ASC ~~that~~2018-07 ~~information~~(ASC ~~required~~2018-07). toAll betransactions ~~disclosed~~in bywhich athe ~~company~~consideration inprovided ~~the~~in ~~reports~~exchange ~~that~~for ~~it files or submits under~~ the ~~Exchange~~purchase ~~Act~~of isgoods ~~recorded,~~or ~~processed,~~services ~~summarized~~consists ~~and~~of ~~reported, within~~ the ~~time~~issuance ~~periods~~of ~~specified in~~equity ~~the~~instruments ~~SEC’s~~are ~~rules~~accounted ~~and~~for ~~forms.~~based ~~Disclosure~~on ~~controls~~the ~~and procedures include, without limitation, controls and procedures designed to~~fair ~~ensure~~value ~~that~~of ~~information required to be disclosed by a company in~~ the ~~reports~~consideration ~~that~~received ~~it files~~ or ~~submits under~~ the ~~Exchange~~fair ~~Act~~value isof ~~accumulated and communicated to~~ the ~~Company’s~~equity ~~management,~~instrument ~~including its principal executive and principal financial officers~~issued, aswhichever ~~appropriate to~~is ~~allow~~more ~~timely~~reliably ~~decisions regarding required disclosure~~measurable. ~~Management~~The ~~recognizes that any controls and procedures, no matter how well designed~~measurement ~~and~~date ~~operated,~~of ~~can~~the ~~provide~~fair ~~only~~value ~~reasonable assurance~~ of ~~achieving~~the ~~their~~equity ~~objectives,~~instrument ~~and~~issued ~~management~~is ~~necessarily applies its judgment in evaluating~~ the ~~cost-benefit~~earlier ~~relationship~~ of ~~possible~~the ~~controls~~date ~~and procedures. Based~~ on which the ~~evaluation~~counterparty’s ofperformance ~~our~~is ~~disclosure controls and procedures~~complete asor ofthe ~~March~~date ~~31,~~at ~~2025,~~which ~~our~~a ~~Chief~~commitment ~~Executive~~for ~~and~~performance ~~Chief~~by ~~Financial~~the ~~Officer~~counterparty ~~concluded~~to ~~that,~~earn asthe ofequity ~~such~~instruments ~~date,~~is ~~our~~reached ~~disclosure~~because ~~controls~~of ~~and procedures~~sufficiently ~~were~~large ~~not~~disincentives ~~effective~~for ~~at the reasonable assurance level~~nonperformance.

~~Changes~~ITEM 3. inQUANTITATIVE ~~Internal~~AND ~~Control~~QUALITATIVE ~~over~~DISCLOSURES ~~Financial Reporting~~ABOUT MARKET RISK.

~~There have been no significant~~As ~~changes~~a in“smaller ~~our internal control over financial~~ reporting (company” as defined inby ~~Rules~~Item ~~13a-15(f)~~10 ~~and 15d-15(f) under the Exchange Act) or in other factors that occurred during the period~~ of ~~our~~Regulation ~~evaluation~~S-K, ~~or subsequent to~~ the ~~date~~Company weis ~~carried~~not ~~out~~required ~~our evaluation which have materially affected, or are reasonably likely~~ to ~~materially~~provide ~~affect, our internal control over financial reporting. The design of any system of controls and procedures is based in part upon certain assumptions about~~ the ~~likelihood of future events. There can be no assurance that any system~~information ofrequired ~~controls~~by ~~and~~this ~~procedures will succeed in achieving its stated goals under all potential future conditions, regardless of how remote~~Item.

24ITEM 4. CONTROLS AND PROCEDURES.

~~PART~~Disclosure Controls IIand ~~- OTHER INFORMATION~~Procedures

~~ITEM~~Our management, 1with the participation of our Chief Executive and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025. ~~LEGAL~~The ~~PROCEEDINGS~~term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2025, our Chief Executive and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level.

~~We are not a party to any~~Changes ~~legal or administrative proceedings that we believe, individually or~~ in ~~the~~Internal ~~aggregate,~~Control ~~would~~over beFinancial ~~likely to have a material adverse effect on our financial condition or results of operations.~~Reporting

~~ITEM~~There have 1Abeen no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that occurred during the period of our evaluation or subsequent to the date we carried out our evaluation which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The ~~RISK~~design ~~FACTORS~~of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any system of controls and procedures will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

~~As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.~~25

~~ITEM~~PART II 2.- ~~UNREGISTERED~~OTHER ~~SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~INFORMATION

~~On January 21, 2025, the Company~~ITEM ~~issued 500,000 shares of common stock to an outside consultant~~1. ~~The~~LEGAL ~~shares were valued at the closing price on the date of issuance for a value of $12,400~~PROCEEDINGS.

OnWe are ~~February~~not ~~17,~~a ~~2025,~~party ~~the Company~~to ~~issued~~any ~~9,500,000~~legal ~~shares~~or ofadministrative ~~common~~proceedings ~~stock~~that towe ~~outside~~believe, ~~consultants.~~individually ~~The~~or ~~shares~~in ~~were~~the ~~valued~~aggregate, atwould ~~the~~be ~~closing~~likely ~~price~~to onhave a ~~the~~material ~~date~~adverse ofeffect ~~issuance for~~on anour ~~aggregate~~financial ~~value~~condition or results of ~~$374,300~~operations.

~~On February 20, 2025, the~~ITEM ~~Company issued 75,000 shares of common stock~~1A. ~~The~~RISK ~~shares were valued at the closing price on the date of issuance for a value of $2,363~~FACTORS.

~~Such~~As a ~~issuances~~“smaller ~~were~~reporting ~~exempt from~~company” ~~registration~~as ~~pursuant~~defined toby ~~Section~~Item ~~4(a)(2)~~10 of Regulation S-K, the ~~Securities~~Company ~~Act~~is ofnot ~~1933,~~required asto ~~amended~~provide the information required by this Item.

ITEM 3 2. ~~DEFAULTS~~UNREGISTERED ~~UPON~~SALES ~~SENIOR~~OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~None~~On June 18, 2025, the Company issued 2,500,000 shares of common stock to outside consultants. The shares were valued at the closing price on the date of issuance for a value of $67,500.

~~ITEM~~On June 423, 2025, the Company issued an aggregate of 3,000,000 shares of common stock to outside consultants. ~~MINE~~The ~~SAFETY~~shares ~~DISCLOSURES~~were valued at the closing price on the date of issuance for an aggregate value of $90,000.

~~Not~~On June ~~applicable~~23, 2025, the Company issued an aggregate of 3,000,000 shares of common stock to its board of directors. The shares were valued at the closing price on the date of issuance for an aggregate value of $90,000.

~~ITEM~~Such issuances 5.were ~~OTHER~~exempt ~~INFORMATION~~from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

~~During the three months ended~~ITEM ~~March~~3. ~~31,~~DEFAULTS ~~2025,~~UPON noSENIOR director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-KSECURITIES.

25None.

ITEM 6 4. ~~EXHIBITS~~MINE SAFETY DISCLOSURES.

Exhibit		Description
3.1		Certificate of Amendment to Articles of Incorporation, dated January 15, 2025 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on January 16, 2025)
3.2		Certificate of Designation of the Series D Preferred Stock of the Company, filed with the Secretary of State of the State of Nevada on April 2, 2025 (incorporated by reference to Exhibit 2.11 of the Regulation A Offering Statement on Form 1-A/A filed with the Securities and Exchange Commission by the Company on April 21, 2025)
10.1		Amended and Restated Consulting, Confidentiality and Proprietary Rights Agreement, effective January 1, 2025, by and between Hypha Labs, Inc. and Duck’s Nest Investments, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on January 24, 2025)
31.1*		Section 302 Certification of Principal Executive and Principal Financial Officer
32.1**		Section 1350 Certification of Principal Executive and Principal Financial Officer
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Schema Document
101.CAL*		Inline XBRL Calculation Linkbase Document
101.DEF*		Inline XBRL Definition Linkbase Document
101.LAB*		Inline XBRL Labels Linkbase Document
101.PRE*		Inline XBRL Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

Not applicable.

*ITEM 5. ~~Filed~~OTHER ~~herewith~~INFORMATION.

**During the ~~Furnished~~three ~~herewith~~months ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

~~SIGNATURES~~ITEM 6. EXHIBITS.

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

Exhibit		Description
3.1		Certificate of Designation of the Series D Preferred Stock of the Company, filed with the Secretary of State of the State of Nevada on April 2, 2025 (incorporated by reference to Exhibit 2.11 of the Regulation A Offering Statement on Form 1-A/A filed with the Securities and Exchange Commission by the Company on April 21, 2025)
31.1*		Section 302 Certification of Principal Executive and Principal Financial Officer
32.1**		Section 1350 Certification of Principal Executive and Principal Financial Officer
101.INS*		Inline XBRL Instance Document +
101.SCH*		Inline XBRL Schema Document +
101.CAL*		Inline XBRL Calculation Linkbase Document +
101.DEF*		Inline XBRL Definition Linkbase Document +
101.LAB*		Inline XBRL Labels Linkbase Document +
101.PRE*		Inline XBRL Presentation Linkbase Document +
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

	Hypha Labs, INC.
	(Registrant)
	By:	/s/ A. Stone Douglass
		A. Stone Douglass
		Chairman, President, Chief Executive Officer, Chief Financial Officer and Secretary (Principal Executive Officer and Principal Financial/Accounting Officer)
	Dated:	June 13, 2025

*	Filed herewith.

27** Furnished herewith.

+	This information is furnished and not filed for purposes of Sections 11 and 13 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934

SIGNATURES

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

	Hypha Labs, INC.
	(Registrant)

	By:	/s/ A. Stone Douglass
		A. Stone Douglass
		Chairman, President, Chief Executive Officer, Chief Financial Officer and Secretary (Principal Executive Officer and Principal Financial/Accounting Officer)

	Dated:	August 21, 2025

Filing Compare · Hypha Labs, Inc.