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美国

证券交易委员会

华盛顿特区 20549

表格 10-K

(选择一项)

☒	根据证券交易法第 13 或 15(d) 条的年度报告 of 1934

财年结束于 2026 年 6 月 30 日

☐	根据证券交易法第 13 或 15(d) 条的过渡报告

过渡期从 __________ 至 __________

委员会文件编号: 000-55681

MEDWELLAI, INC.

(注册人章程中指定的准确名称)

内华达州

82-1725385

(州或其他司法管辖区的

注册或成立)

(I.R.S. 雇主

识别号码)

佛罗里达州克里尔沃特市德鲁街 2380 号，3 号套房，邮编 33765

(主要执行办公室地址) (邮编)

(813) 384-8480

(注册人的电话号码，包括区号)

根据交易所法案第 12(b) 条注册的证券: 无

根据交易所法案第 12(g) 条注册的证券: 普通股，每股面值 0.001 美元

通过复选框表明注册人是否为知名资深发行人，根据《证券法》第 405 条的定义。是 ☐ 否 ☒

通过复选框表明注册人是否不需要根据交易所法案第 13 或第 15(d) 条提交报告。是 ☐ 否 ☒

通过复选框表明注册人(1)在过去 12 个月(或注册人需要提交此类报告的较短期间)内是否已提交了所有根据 1934 年证券交易法第 13 或 15(d) 条要求提交的报告，以及(2)是否在过去 90 天内一直受此类提交要求的约束。是 ☒ 否 ☐。

通过复选框表明注册人是否在前 12 个月内(或注册人需要提交此类文件的较短期间)已提交了根据 S-T 规则第 405 条要求提交的每个交互式数据文件。是 ☒ 否 ☐。

通过复选框表明注册人是否为大型加速提交者、加速提交者、非加速提交者、较小的报告公司或新兴成长公司。请参见《交易法》第 12b-2 条中“大型加速提交者”、“加速提交者”、“较小的报告公司”和“新兴成长公司”的定义。

大型加速提交者	☐	加速提交者	☐
非加速提交者	☒	较小的报告公司	☒
新兴成长公司	☐

如果为新兴成长公司，请通过复选框表明注册人是否已选择不使用根据交易所法案第 13(a) 条提供的任何新修订的财务会计标准的延长过渡期。 ☐

通过复选框表明注册人是否已提交了其管理层对财务报告内部控制有效性的评估报告，并由为其审计报告出具或准备的注册会计师事务所根据《萨班斯-奥克斯利法案》第 404(b) 条(15 U.S.C. 7262(b))出具了鉴证报告。 ☐

如果证券根据法案第 12(b) 条注册，请通过复选框表明在提交文件中包含的注册人的财务报表是否反映了对先前发布的财务报表的更正。 ☐

通过复选标记表明，是否任何这些错误更正都是需要对在相关回收期内根据§240.10D-1(b)条款从注册人任何高管处获得的基于激励的补偿进行回收分析的重述。 ☐

通过复选标记表明，注册人是否为壳公司（根据《交易法》第12b-2条的定义）。是 ☐ 否 ☒。

2025年12月31日，注册人最近完成的第二季度的最后一个营业日，注册人非关联方持有的普通股的总市值为1,636,862美元，基于该日注册人普通股在OTC Markets系统的收盘价为0.4999美元。为了本答复的目的，注册人假设其董事、高管和持有其5%或以上普通股的受益所有人被视为注册人的关联方。

截至2026年10月7日，注册人已发行和流通的普通股为6,536,580股，面值为0.001美元。

		页码
第一部分

第1项。	业务	4
第1A项。	风险因素	6
第1B项。	未解决的工作人员意见	11
第1C项。	网络安全	11
第2项。	财产	11
第3项。	法律诉讼	11
第4项。	矿山安全披露	11

第二部分

第5项。	注册人普通股的市场、相关股东事项和发行人购买权益证券	12
第6项。	保留	13
第7项。	管理层讨论与分析财务状况和经营成果	14
第7A项。	关于市场风险的定量和定性披露	23
第8项。	财务报表和补充数据	24
第9项。	与会计师在会计和财务披露方面的变化和分歧	25
第9A项。	内部控制和程序	25
第9B项。	其他信息	25
第9C项。	关于阻止检查的外国司法管辖区的披露	25

第三部分

第10项。	董事、高管和公司治理	26
第11项。	高管薪酬	27
第12项。	某些受益所有人和管理层的股份所有权及相关股东事项	28
第13项。	某些关系和相关交易，以及董事独立性	30
第14项。	主要会计师费用和业务	30

第二部分

第15项。	附件和财务报表附表	30
第16项。	10-K格式摘要	30

前瞻性声明

本年度10-K表格年报中的所有陈述（历史事实或当前财务信息除外），可能被视为根据《1933年证券法》（经修订）第27A条（“证券法”）和《1934年证券交易法》（经修订）第21E条（“交易法”）意义上的前瞻性声明。所有涉及未来活动、结果或其他事项的陈述，包括但不限于有关财务状况、业务策略、增长、预测和其他未来运营计划和目标的陈述，均为前瞻性声明。尽管我们相信此类前瞻性声明中表达的期望，但它们并非对未来表现的保证。我们没有义务且不承诺公开更新或修订任何前瞻性声明，除非法律另有要求。

前瞻性声明包括前一段中提到的项目、有关可能或假设的未来运营结果的信息以及其他在本年度报告中的声明，可以通过诸如“可能”、“将”、“应该”、“预期”、“意图”、“预期”、“相信”、“可能”、“估计”、“计划”、“潜在”、“预测”、“项目”或“继续”或这些术语的否定形式或其他类似术语来识别。这些声明仅为预测，涉及已知和未知的风险、不确定性及其他因素，可能导致我们的实际结果、活动水平、表现或成就与这些前瞻性声明中明示或暗示的未来结果、活动水平、表现或成就有重大差异。

本年度报告的读者应仔细考虑此类风险、不确定性和其他信息、披露和讨论，其中包含警示性声明，指明可能导致我们的实际结果与前瞻性声明中提供的结果有重大差异的重要因素。读者不应过分依赖本年度报告中包含的前瞻性声明。尽管我们认为前瞻性声明中反映的期望是合理的，但我们无法保证未来的结果、活动水平、表现或成就。

在本年度报告中，“我们”、“我们”、“我们的”、“公司”和“MedWellAI”指的是MedWellAI, Inc.，除非另有说明。

第一部分

第1项业务。

我们于2011年3月22日在内华达州以Lightcollar, Inc.的名称成立。2015年3月，我们更名为EMS Find, Inc.。2017年5月30日，Integrated Ventures, Inc.（“Integrated Ventures”），一家内华达州公司，作为公司的全资子公司成立。根据2017年5月30日的合并协议和计划，Integrated Ventures与公司合并，公司作为存续公司，并将其名称变更为Integrated Ventures, Inc.。2024年7月，公司成立了三家全资子公司，MedWell Direct, LLC（“MedWell Direct”）、MedWell Facilities, LLC（“MedWell Facilities”）和MedWell USA, LLC（“MedWell USA”），所有这些公司均在内华达州成立。2025年6月，我们更名为MedWellAI, Inc.

2024年8月29日，公司通过MedWell Direct完成了对佛罗里达州有限责任公司Healthy Lifestyle USA LLC（“Healthy Lifestyle”）51%的会员权益的收购。

我们是一家在OTCQB上市的公司（股票代码：MWAI），总部位于佛罗里达州克利尔沃特，专注于通过完全自动化的电子商务平台赚取佣金，该平台将办公室买家与多家经FDA注册的503B药房连接起来，提供GLP-1减肥疗法、肽类和其他化合物。

公司还为合格的采购代理和经销商提供一站式定制解决方案，用于推广办公室使用产品。

该电子商务平台使采购代理和经销商能够以100%自动化、成本效益高、高效、合规和盈利的方式向持牌医疗保健提供者、健康水疗中心和远程医疗公司推广产品，而无需任何基础设施投资。

该平台的关键功能包括访问多个503B外包设施、超过100种产品、个性化定价、直接付款存款、自定义域名选项以及入职支持。

该平台可实现无缝订购、履行和配送，均由503B设施直接管理。

近期重大发展

B系列修正案证书

2026年4月16日，公司向内华达州州务卿提交了修正案证书（“B系列修正案证书”），对公司的B系列可转换优先股的指定、优先权和权利证书进行了修正，该证书最初于2015年12月21日提交，并于2016年11月7日进行了修正。根据B系列修正案证书，公司已将B系列可转换优先股的指定和授权股份数量从1,000,000股增加至1,500,000股。

股份交换和C系列修正并重述的指定证书

2025年7月21日，公司与BHP Capital NY, Inc.（“BHP”）签订了股份交换协议（“交换协议”），根据该协议，公司和BHP同意进行证券的合并和交换（“交换”），BHP同意将（i）公司3,000股D系列优先股和（ii）公司1,500股C系列优先股（合称“交换前股份”）交换为总计6,500股新指定的C系列优先股，具体条款和条件见交换协议。作为交换的一部分，公司同意根据BHP对交换前股份的所有权，注销2,133,081美元的应付未付股息。

2025年8月1日，根据交换协议，公司向内华达州州务卿提交了修正并重述的指定证书（“C系列修正并重述的指定证书”），对公司的C系列可转换优先股（“C系列优先股”）的优先权、权利和限制进行了修正。以下是对修正后的C系列优先股条款的概述：

	·	股息。持有C系列优先股的股东有权获得并由公司支付与C系列优先股每股相等的股息（按转换为普通股的假设计算），并且以与公司普通股实际支付的股息相同的形式支付（“普通股”），当且仅当普通股支付股息时。

	·	表决权。C系列优先股将按照转换后的普通股形式与普通股一起投票，但受某些受益所有权限制的约束。此外，只要有任何C系列优先股尚未赎回，未经当时发行的C系列优先股多数持有人的同意投票，公司不得：(a) 修改或更改C系列优先股的权利、权力或优先级；(b) 授权或发行任何优先于或与C系列优先股同等的股票类别；(c) 以可能对C系列优先股产生不利影响的方式修改公司章程文件；(d) 增加C系列优先股的授权股份数量；或(e) 就上述任何事项与任何方达成协议。

	·	清算。在任何清算（如C系列A&R设计证书中定义的）发生时，C系列优先股的持有者有权在向任何次级证券持有者分配任何款项之前，获得其股份的面值（如C系列A&R设计证书中定义的）加上任何累计未付股息或其他适用费用。如果公司资产不足以全额支付所有这些金额，则将按各自应付款项的比例在C系列优先股持有者之间进行分配。

	·	转换。每一份C系列优先股可在任何时候由持有人选择转换为普通股的数量，但受C系列A&R设计证书中规定的某些所有权限制。转换时可发行的普通股数量通过将面值除以转换价格得出，转换价格等于普通股前一交易日的收盘价。转换价格受C系列A&R设计证书中规定的调整和限制的约束。

竞争

我们在健康和定制药品领域都面临高度竞争的环境。更广泛的健康行业代表了一个庞大的消费者和诊所经济，而定制药品在美国则是一个较小但战略意义重大的细分市场。我们的业务主要在定制药品领域竞争，专注于体重管理、荷尔蒙治疗、肽类和个性化护理解决方案。

财务

截至2024年6月6日，我们在德克萨斯州Granberry的一个托管设施中运营数字资产挖矿业务。该设施的托管和电力采购协议要求公司按每月每千瓦时的合同费率支付电力消耗费用。截至2024年6月7日，所有矿机已从电源断开。2025年2月7日，公司同意终止托管和电力采购协议。因此，托管设施同意免除843,544美元的应付账款，并向公司支付87,000美元，以换取作为托管和电力采购协议一部分收取的578,147美元押金。因此，在截至2025年6月30日的财年中，公司确认了352,397美元的应付账款结算收益。托管设施进一步释放了公司的矿机。在截至2025年6月30日的财年中，公司出售了许多矿机，并在其财务报表中将数字资产挖矿业务列为终止经营业务。

佣金收入分别为截至2026年6月30日的437,857美元和截至2025年6月30日的576,931美元。

在线销售的收入，由于监管障碍不再进行，分别为截至2026年6月30日的0美元和截至2025年6月30日的17,837美元。

租金收入分别为截至2026年6月30日的90,000美元和截至2025年6月30日的0美元。

历史上，我们主要通过数字资产挖矿业务产生的现金以及可转换应付款和优先股的收益来资助我们的运营。在截至2025年6月30日的财年中，公司的数字资产挖矿业务已终止，但截至2024年6月30日之前产生的数字资产以及当时持有的资产足以在截至2026年6月30日和2025年6月30日的财年中资助运营。在截至2026年6月30日和2025年6月30日的财年中，我们产生了经营现金流的负值。我们没有产生额外的债务或通过发行证券获得现金。

额外资本需求

为了继续运营、完成并成功运营我们的业务以及资助未来的运营，我们可能需要筹集额外资本用于扩张或其他运营费用。未来资金需求的金额和时间将取决于许多因素，包括我们持续运营的时间和结果，以及潜在的新开发和行政支持费用。我们预计我们将通过公开或私人股权或债务融资或其他来源（如潜在的合作协议）来资助我们的运营。如果需要额外融资，我们无法确定它是否能以有利的条款或甚至完全获得。

员工

我们目前有五名全职员工，包括我们的唯一董事兼执行官Steve Rubakh，他将100%的时间投入我们的运营。我们目前没有养老金、健康、年金、保险、股票期权、利润分享或其他类似福利计划；不过，我们可能会在未来采用此类计划。目前，任何董事、高管或员工都没有个人福利；不过，我们有时会报销Rubakh先生的某些健康保险和医疗费用。

可供信息

公司向证券交易委员会（“SEC”）提交的所有报告均可通过SEC网站www.sec.gov免费获得。此外，公众可在位于华盛顿特区东北部F街100号的SEC公众参考室查阅和复制公司提交的材料。公众也可通过拨打SEC电话1-800-SEC-0330获取有关公众参考室运营的更多信息。

第1A项。风险因素。

与我们业务相关的风险

由于我们是一家早期公司，收入极少，且有亏损历史，我们预计在可预见的未来将继续遭受重大亏损，因此我们无法保证我们能够或将会实现盈利。

自成立以来，我们已出现亏损，并且面临初创和无收入企业常见的风险，包括但不限于资本不足、现金短缺、人员、财务和其他资源的限制以及收入不足。我们无法保证我们能够实现盈利或产生正现金流。如果我们无法实现盈利，我们可能被迫停止运营，您可能会遭受投资的全部损失。

FDA对定制药品的监管变化可能会对我们GLP-1药物的供应产生不利影响，并损害我们的业务。

在FDA确定司美格鲁肽和替西帕肽的短缺得到解决（2024年底至2025年初）后，503B设施失去了通过短缺清单途径配制这些药物的途径。2026年4月，该机构提议将司美格鲁肽、替西帕肽和利拉鲁肽从503B原料清单中排除，理由是当有批准版本可用时，外包设施从原料中配制这些药物没有临床需求。如果最终确定，即使以后短缺再次发生，这将关闭剩余的原料配制途径，这可能会显著限制我们分销产品的供应。

许多注册的503B设施在检查后收到了483表观察结果（无菌性、环境监测、工艺验证、文件和质量控制缺陷是常见的）。新设施通常在首次检查前经历多年延迟。不合规可能导致警告信、召回（例如，关于无菌性存疑的药品）、禁令或产品扣押。州级药房委员会规则和州际运输要求进一步增加了变数。即使法律途径可用，质量失败（污染、效力变化）也会造成患者安全和责任风险。

简而言之，503B设施制造定制产品的法律能力是狭窄且依赖条件的。这不是一种通用的制造许可证。设施及其分销商必须持续验证每种产品的短缺清单状态、原料清单状态、cGMP合规性以及检查历史。如果我们的供应商因监管行动、质量失败或适用法律的变化而失去配制我们分销产品的能力，我们的业务、财务状况和经营成果可能会受到重大不利影响。

我们使用人工智能（AI）或其他新兴技术可能会对我们的业务和财务结果产生不利影响。

我们在运营的各个方面部署人工智能和其他新兴技术，并继续探索人工智能的进一步用例。这些技术的快速发展为我们业务发展带来了机遇，但也伴随着风险，包括我们使用的AI生成的内容、分析或建议可能存在缺陷，或者我们的竞争对手可能更快或更有效地采用人工智能能力。我们使用人工智能或其他新兴技术也可能加剧监管、网络安全和其他重大风险。

人工智能技术的有效开发、管理和使用是新颖而复杂的，实现所需精度、效率和可靠性的水平存在技术挑战。人工智能系统中使用的算法和模型可能存在局限性，包括偏见、错误，或无法处理某些数据类型或场景，或无法生成可解释的输出。此外，提供人工智能模型的平台在许多情况下由新兴公司拥有和运营，这些公司合同和合规方面的成熟度较低。这些因素可能削弱我们有效利用人工智能的能力，或使我们的竞争对手更熟练地利用人工智能能力而给我们带来竞争劣势。此外，如果我们无法有效管理员工对人工智能技术的使用，我们的机密信息、知识产权或声誉可能会面临风险。

人工智能和其他技术的出现可能加剧其他风险，包括与监管、诉讼、合规问题、伦理问题、保密性以及数据隐私或安全相关的风险。例如，与人工智能或其他新兴技术相关的监管不确定性可能需要大量资源来调整业务实践以符合不断发展的法律。一些政府机构已经提出了或制定了规范人工智能的法律和其他指导方针，例如欧盟人工智能法案。这些和其他不断发展的义务可能会阻止我们或使我们更难使用人工智能开展或提升业务，或导致监管罚款、处罚或其他责任。此外，使用人工智能技术可能导致意外后果，例如数据泄露、医疗欺诈和滥用、网络安全事件、知识产权侵权或意外偏见。

自然灾害和地缘政治事件可能对我们的业务产生不利影响。

自然灾害，包括飓风、台风、旋风、热带风暴、洪水、地震和海啸，天气状况，包括冬季风暴、干旱和龙卷风，无论是否由气候变化引起，以及地缘政治事件，包括社会动荡或恐怖袭击，影响我们或其它服务提供商，可能对我们的业务产生不利影响。

筹集额外资金可能会导致现有股东的股份稀释，限制我们的业务运营或要求我们放弃权利。

我们可能会通过私人和公开股权发行、债务融资、合作和战略及许可安排等多种方式寻求额外资本。如果我们通过出售普通股或可转换或可交换为普通股的证券来筹集额外资本，现有股东在公司的所有权利益将被稀释。此外，条款可能包括清算或其他优先权，这可能会对股东的权利产生重大不利影响。如果债务融资可行，将增加我们的固定支付义务，并可能涉及包含限制或限制我们采取特定行动（如承担额外债务、进行资本支出或宣布股息）的协议。如果我们通过与第三方的合作、战略联盟和许可安排来筹集额外资金，我们可能不得不放弃我们产品候选人的宝贵权利、我们的知识产权、未来收入流或以对我们不利的条款授予许可。

我们对信息技术系统和基础设施（网络安全）的依赖日益增加。

我们的运营可能因火灾、停电、系统故障、未经授权的访问以及其他事件（如计算机黑客攻击、网络攻击、计算机病毒、蠕虫或其他破坏性或干扰性软件）而出现故障或中断。同样，员工或其他有权访问我们系统的人员的数据隐私泄露可能会导致敏感数据被未经授权的人或公众接触。对于我们业务产生收入而言，系统持续且不间断的运行至关重要。不能保证我们的努力能够防止重大故障、系统漏洞或其他网络事件，这些事件可能对我们的业务、运营或公司财务状况产生重大不利影响。

如果我们无法吸引、培训和留住技术和财务人员，我们的业务可能会受到重大不利影响。

我们的未来成功在很大程度上取决于我们吸引、培训和留住关键管理层、技术和监管及财务人员的能力。吸引和留住在药品产品方面有经验的合格人员对我们的成功至关重要。对合格人员的竞争非常激烈，而且这种竞争可能会加剧。我们不能保证我们能够吸引或留住所需的合格技术和财务人员。如果我们无法吸引和留住合格员工，我们的业务可能会受到重大不利影响。

我们严重依赖首席执行官，他的离职可能损害我们的业务。

史蒂夫·鲁巴赫（Steve Rubakh）作为我们的首席执行官的专业知识和努力对我们的业务成功至关重要。如果失去鲁巴赫先生的服务，将显著削弱我们的管理专业知识和我们运营公司的能力。

我们的审计师的报告中包含了一项持续经营段。

我们的财务报表包含审计师出具的持续经营不确定性声明，该声明表达了对我们持续作为持续经营实体的能力的怀疑。自成立以来，我们一直处于亏损状态。我们能否实现盈利取决于诸多因素，包括为我们运营获得额外融资。这些因素以及其他因素，使我们继续作为持续经营实体的能力存在重大不确定性。附带的财务报表未考虑我们继续经营的不确定性而作出任何调整。

我们可能无法迅速应对技术变化和技术风险，并将我们的知识产权转化为具有商业价值的产品。

立法、监管或行业要求的变化或竞争性技术的变化可能使我们一些计划中的产品过时或吸引力下降。我们能否预见技术及监管标准的变化，并及时成功开发和推出新产品及增强型产品，将是我们保持竞争力的重要因素。我们无法保证我们能够实现可能对我们保持竞争力必要的技术进步，也无法保证我们的一些产品不会过时。

与我们证券相关的风险

我们缺乏对财务报告的内部控制可能会对我们的普通股的市场和价格产生影响。

根据《萨班斯-奥克斯利法案》第404条，我们必须由管理层提交一份关于我们的财务报告内部控制的报告。我们的披露控制和财务报告内部控制并不有效。我们缺乏足够的财务资源或人员来开发或实施系统，以便及时获得必要的信息，从而实施财务控制。缺乏财务报告的内部控制可能会阻碍投资者购买我们的股票，并可能使我们更难筹集资金或借款。实施任何适当的内部控制变更可能需要对我们的董事和员工进行特定的合规培训，需要大量成本来修改现有的会计系统，需要较长时间才能完成，并会分散管理层对其他业务问题的注意力。然而，这些变更可能无法有效开发或维持内部控制。

我们的普通股被视为“低价股”，这可能使投资者更难出售其股份，因为有披露和适合性要求。

我们的普通股被视为“低价股”，该术语根据《交易法》下第3a51-1条的规定定义。这些要求可能通过减少潜在投资者的数量而减少我们普通股的潜在市场。这可能使我们的普通股投资者更难将股份出售给第三方或以其他方式处置。这可能导致我们的股价下跌。低价股是指：

●	价格低于每股5.00美元；

●	不在“认可”的全国性交易所上市；

●	价格未在纳斯达克自动报价系统上报价；以及

●	在净资产少于200万美元的发行人（如果发行人已持续运营至少三年）或500万美元的发行人（如果持续运营不足三年）中，或平均收入少于600万美元的发行人中，

交易低价股的经纪交易商必须向潜在投资者提供一份披露低价股风险的文件。此外，经纪交易商必须确定投资低价股是否适合潜在投资者。由于低价股规则的要求，许多经纪商已决定不交易“低价股”，因此愿意作为此类证券做市商的经纪交易商数量有限。如果我们在任何重要期间仍受“低价股规则”约束，可能会对我们的证券的市场（如有）产生不利影响。

FINRA的销售实践要求可能会限制股东买卖我们股票的能力。

金融行业监管局（以下简称FINRA）已制定规则，要求在向客户推荐投资时，经纪交易商必须有合理的依据相信该投资适合该客户。在向非机构客户推荐投机性或低价证券之前，经纪交易商必须合理努力获取有关客户财务状况、税务状况、投资目标和其他信息。根据这些规则的解释，FINRA表示其认为投机性或低价证券很可能不适合至少部分客户。如果这些FINRA要求适用于我们或我们的证券，它们可能会使经纪交易商更难以推荐至少部分客户购买我们的普通股，这可能会限制我们股东买卖我们普通股的能力，并可能对我们的普通股市场和价格产生不利影响。

我们普通股的市场价格可能波动，您对我们的普通股投资可能会出现价值下跌。

我们股票的交易量较低，这可能导致我们股票价格波动。因此，任何公布的股价可能无法反映您想要出售所持股份时能够出售的价格，或您想要购买股份时能够购买的价格。此外，交易量较低的股票比具有较大公众流通量且活跃交易的股票更容易受到操纵。我们的股票价格可能会因许多因素而大幅波动，其中许多因素是我们无法控制的。这些因素包括但不限于以下内容，以及上述风险和一般市场及经济状况：

●	市场对我们财务状况的反应及其对我们筹集必要资金或进入合资企业能力的看法，以及其对任何融资或合资企业可能条款的看法；

●	市场对我们产生正现金流或盈利能力的看法；

●	我们或任何证券分析师对我们财务表现的估计变化；

●	我们运营的预期或实际结果；

●	我们行业其他公司市值的变化；

●	担心我们的内部控制无效；

●	第三方采取的可能对我们的股价产生重大影响的股票买卖行为；以及

●	其他我们无法控制的因素。

通过发行股权或可转换债务证券筹集资金可能会稀释普通股的净有形账面价值，并对我们营运资金施加限制。

我们将需要筹集额外资本。未来我们可能会以低于市场价格的价格发行额外的普通股或其他可转换或可交换为普通股的证券，该价格可能基于发行时的市场折扣。股东在行权任何未行权的股票期权、认股权证，或根据我们目前和未来的股票激励计划发行普通股时将遭受稀释。如果我们通过发行股权证券筹集资本，无论单独发行还是与非股权融资一起发行，已发行普通股的净有形账面价值可能会下降。如果以低于市场价格的每股价格发行额外的股权证券，这在股权证券的私募发行中是常见的，已发行股份的持有者将遭受稀释，这可能很严重。此外，如果我们能够通过出售债务证券筹集资金，贷款人可能会对我们运营施加限制，并可能在我们偿还任何此类债务义务时损害我们的营运资金。另外，我们普通股的股份出售以及未来在公开市场上大量出售我们普通股，或市场认为可能发生此类出售，都可能对我们的普通股价格产生不利影响。我们无法预测这些普通股的市场销售或这些普通股的可销售性对我们的普通股市场价格可能产生的影响。

我们可能会发行条款可能对普通股投票权或价值产生不利影响的优先股。

我们的公司章程授权我们无需股东批准即可发行一个或多个类别的优先股，这些优先股具有我们的董事会可能决定的名称、优先权、限制和相对权利，包括在股息和分配方面优先于我们普通股的优先权。我们目前有已发行的A级超级投票优先股、B级可转换优先股和C级可转换优先股，其条款对普通股的投票权或价值产生不利影响。同样，未来发行的优先股系列中包含的回购或赎回权或清算优先权可能赋予优先股持有人权利，这些权利可能影响普通股的剩余价值。

由于某些现有股东拥有我们大量投票股票，其他股东的投票权可能受到限制。

我们的首席执行官史蒂夫·鲁巴赫拥有并/或控制我们普通股的多数投票权。因此，鲁巴赫先生将有能力控制提交给我们股东批准的所有事项，包括董事的选举和罢免以及任何合并、合并或出售我们全部或几乎全部资产的批准。这位股东同时也是我们唯一的董事，可能会做出对你利益不利或与你利益冲突的决定。

我们董事会中没有多数独立董事，且公司在缺乏这些措施的情况下并未自愿实施各种公司治理措施，这可能导致股东在面对利益相关董事交易、利益冲突和其他类似事项时受到的保护更有限。

联邦立法，包括2002年的《萨班斯-奥克斯利法案》，已促使采用各种公司治理措施，旨在促进公司管理和证券市场的诚信。其中一些措施是为响应法律要求而采取的。其他措施则是公司为响应国家证券交易所（如纽约证券交易所或纳斯达克证券市场（“纳斯达克”））的要求而采取的，这些交易所是其证券上市的地方。根据国家证券交易所规则要求的公司治理措施包括那些涉及董事会独立性、审计委员会监督以及制定道德准则的措施。我们尚未采用这些其他公司治理措施，由于我们的证券尚未在国家证券交易所上市，因此我们没有义务这样做。如果我们在未来期间扩大董事会成员，包括增加更多的独立董事，我们可能会寻求设立审计委员会和其他委员会。如果我们的董事会包括多名独立董事，并且如果我们采用一些或全部这些需要扩大董事会的公司治理措施，股东可能会在一定程度上更有信心，相信内部公司决策是由无利益关系的董事做出的。在评估我们的公司时，应考虑到我们目前缺乏公司治理措施的情况。

我们的股价波动性较大，可能受到许多我们无法控制的因素影响。

科技公司（如我们公司）的股票市场价格通常波动较大。我们普通股的市场价格可能会因许多我们无法控制的因素而大幅波动，包括：

●	数字货币和类似公司股票市场价格及交易量的波动；

●	总体市场状况和美国股市的整体波动；

●	我们普通股的大额出售，包括我们的高管、董事和主要股东的出售；

●	媒体和在线投资者社区对我们或我们股价的讨论；以及

●	这些风险因素中描述的其他风险和不确定性。

我们目前没有计划对我们的普通股支付股息，投资者必须仅依靠股票增值来获得对我们投资的回报。

我们预计在可预见的未来不会就我们普通股支付任何进一步的现金股息。我们目前计划保留所有未来收益以资助我们业务的开发和增长。未来股息的支付将由我们董事会全权决定，并将取决于诸多因素，包括但不限于我们的收益、财务状况、资本需求、债务水平、适用于股息支付的法定和合同限制以及其他董事会认为相关的考虑因素。投资者可能需要依赖于股价上涨后出售其普通股，而股价上涨可能永远不会发生，作为实现投资回报的唯一方式。寻求现金股息的投资者不应购买我们的普通股。

第1B项。未解决的工作人员意见。

根据第1B项的规定，小型报告公司无需进行披露。

第1C项。网络安全。

我们定期审查我们的网络安全防御措施，以评估我们受到病毒、恶意软件以及更复杂和有针对性的网络相关攻击（如试图要求勒索软件或访问我们的系统以获取信息和数据的黑客）的脆弱性，以及由于人为错误和技术错误导致的网络安全故障的脆弱性。我们依靠内部IT人员，并与专业外部安全顾问在日常工作中协作，以进行审查并在认为必要时升级我们的系统。

我们应对网络安全风险的整体策略包括各种措施，包括：

●	使用防病毒软件、虚拟专用网络、电子邮件安全，以及其他软件和系统级措施，如多因素认证，以防止和检测数据入侵；

●	在软件供应商和顾问提供更新和补丁时进行部署，并保持主要软件的当前版本，以减少对漏洞的暴露；

●	使用第三方服务对所有员工进行强制性在线培训，以识别和避免网络安全风险；

●	审查可能托管或以其他方式访问我们系统的第三方所使用的安全程序；

●	部署第三方网络安全专家对我们内部和外部网络及系统进行渗透测试，以识别潜在的漏洞；以及考虑与当前和潜在的第三方服务提供商、供应商和客户互动所带来的网络安全风险。

我们未发现我们的系统中存在任何现有弱点，或我们的系统中嵌入了可能对我们的运营产生重大影响，或很可能对我们的运营产生重大影响的恶意软件。

董事会监督

整个董事会对我们的战略和运营风险负有监督责任。董事会负责监督我们消除网络安全风险的努力。董事会定期与我们的首席执行官和首席财务官会面。

第2项。财产。

我们的公司总部位于佛罗里达州克利尔沃特市德鲁街2380号3号套房，邮编33765。我们的电话号码是(813) 384-8480。

第3项。法律诉讼。

We are not aware of any pending legal proceedings in which we are a party or in which any of our directors, officers or affiliates, any owner of record or beneficiary of more than 5% of any class of our voting securities is a party adverse to us or has a material interest adverse to us.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

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

Market Information

Our common stock is quoted on the OTCQB Venture Market under the symbol “MWAI.”

Holders

As of October 7, 2026, there were 32 holders of record of our common stock. This number does not include stockholders for whom shares were held in “nominee” or “street” name. The Company is authorized to issue 300,000,000 shares of common stock.

Dividends

We have not declared or paid any cash dividends on our common stock and do not anticipate declaring or paying any cash dividends in the foreseeable future. We currently expect to retain future earnings, if any, for the development of our business.

Equity Compensation Plan Information

On October 24, 2024, the board of directors approved the 2024 Equity and Incentive Plan (the \"2024 Plan\"). The 2024 Plan is administered by our Chief Executive Officer, with the board of directors retaining authority to concurrently administer the 2024 Plan and to revoke such delegation. The 2024 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. Incentive stock options may be granted only to officers, directors and employees of the Company or its parent or subsidiary corporations. Nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards may be granted to our officers, directors, employees and consultants. The purpose of the 2024 Plan is to attract and retain personnel for positions with the company and its affiliates, to provide additional incentive to our officers, directors, employees and consultants, and to promote the success of our business. The 2024 Plan further authorizes the administrator to institute an exchange program under which the exercise price of outstanding awards may be adjusted, and to modify or amend the terms of awards, including extending expiration dates and post-termination exercisability periods, subject to the terms of the 2024 Plan. As of June 30, 2026, 850,000 shares of our common stock are authorized for issuance under the 2024 Plan.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth securities authorized for issuance under any equity compensation plans approved by our shareholders as well as any equity compensation plans not approved by our stockholders as of June 30, 2026.

Plan category

Number of securities to

be issued

upon

exercise of outstanding options, warrants

and

rights

Weighted average

exercise price

outstanding options, warrants and rights ($)

Number of securities remaining available for future

issuance

股权补偿计划下

（不包括列（a）中的证券）

(a)

(b)

(c)

未获股东批准的计划：

2024年股权和激励计划

850,000

未注册证券的销售

在截至2026年6月30日的财年中，公司没有出售此前未在公司定期报告中披露的未注册证券。

低价股

根据《交易法》下的规则，我们的普通股被视为“低价股”。SEC已制定了规则，规范经纪人-交易商在低价股交易中的行为。低价股通常是指价格低于5.00美元的权益证券，除非是在某些全国性证券交易所注册的证券或在纳斯达克自动报价系统上报价的证券，并且此类证券的交易价格和成交量信息由交易所或报价系统提供。低价股规则要求经纪商-交易商在进行低价股交易前，必须提供由SEC制定的标准化风险披露文件，该文件包含：

●	对在公开发行和二级交易中低价股市场性质和风险水平的描述；

●	对经纪人-交易商对客户职责以及客户在违反此类职责或其他证券法要求时可获得的权利和补救措施的描述；包含对做市商市场的简要、清晰的叙述描述，包括低价股的买入价和卖出价以及买入价和卖出价之间差距的意义；

●	包含有关纪律处分查询的免费电话号码；

●	定义披露文件中的重要术语或在低价股交易中的行为；以及

●	包含其他信息，并以证券交易委员会通过规则或条例要求的形式，包括语言、字体、大小和格式。

经纪人必须在执行任何低价股交易之前，向客户提供的内容包括：

●	低价股的买卖报价；

●	经纪人在该交易中的报酬及其销售人员的报酬；

●	此类买卖价格适用的股份数量，或与该股票市场深度和流动性相关的其他比较信息；以及

●	显示客户账户中持有的每只低价股的市场价值的月度账户报表。

此外，对于那些未被规则豁免的低价股交易，经纪人必须在交易前进行特别书面决定，确定该低价股适合购买者投资，并获得购买者对收到风险披露声明的书面确认、涉及低价股交易的书面协议以及签署并注明日期的书面适合性声明副本。

这些披露要求可能会减少我们股票在二级市场中的交易活动。

第6项。保留。

第7项。管理层讨论与分析或财务状况和经营成果。

关于前瞻性声明的特别说明

我们认为，向我们的安全持有者和公众传达我们对未来预期的沟通非常重要。因此，本报告包含关于未来事件和预期的陈述，这些陈述属于《证券法》第27A条和《交易法》第21E条中定义的“前瞻性声明”，包括在“管理层讨论与分析财务状况和经营成果”标题下的关于我们计划、目标、期望和前景的陈述。您可以通过诸如“可能”、“或许”、“可以”、“将”、“预期”、“相信”、“计划”、“估计”、“预测”、“期望”、“打算”、“寻求”和其他类似表述来识别这些声明。本报告中任何不是历史事实的陈述都可能被视为前瞻性声明。尽管我们认为我们前瞻性声明中反映或暗示的计划、目标、期望和前景是合理的，但这些声明涉及风险、不确定性和其他可能使我们的实际结果、表现或成就与这些前瞻性声明所表达或暗示的未来结果、表现或成就有实质性差异的因素，我们无法保证我们的计划、目标、期望和前景会实现。

可能使我们的实际结果与前瞻性声明中考虑的结果有实质性差异的重要因素包含在本年度报告的“风险因素”部分及其他部分以及我们向美国证券交易委员会的后续文件中。应将以下关于我们的经营成果的讨论与本报告中包含的合并财务报表和相关附注一起阅读。

一般

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

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

We are a publicly traded company (OTCQB: MWAI), based in Clearwater, Florida, that is focused on earning commissions through the use of a fully automated e-commerce platform that connects in-office buyers with multiple FDA-registered 503B pharmacies, offering GLP-1 weight management therapies, peptides and other compounds.

The Company also markets a turnkey, custom solution for qualified procurement agents and resellers to market in-office use products.

This e-commerce platform enables procurement agents and resellers to market products to licensed healthcare providers, wellness spas and telemedicine companies in a 100% automated, cost-effective, efficient, compliant and profitable manner without requiring any infrastructure investment.

Key features of the platform include access to multiple 503B outsourcing facilities, over 100 products, personalized pricing, direct payment deposits, custom domain options, and onboarding support.

The platform allows for seamless ordering, fulfillment, and shipping managed directly by the 503B facilities.

Financial

Through June 6, 2024, we operated our digital asset mining operations in one hosted facility in Granberry, Texas. The hosting and power purchase agreement for this facility requires the Company to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s digital asset mining operations. As of June 7, 2024, all miners were disconnected from their power source. On February 7, 2025, the Company agreed to terminate the hosting and power purchase agreement. As a result, the hosting facility agreed to forgive $843,544 of payables and pay the Company $87,000 in exchange for the $578,147 deposit collected as part of the hosting and power purchase agreement. Accordingly, during the year ended June 30, 2025, the Company recognized a $352,397 gain on settlement of payables. The hosting facility further released the Company’s miners. During the year ended June 30, 2025 the Company sold many of their miners and reported their digital asset mining operations as discontinued operations in its financial statements.

Revenues from commissions were $437,857 and $576,931 for the years ended June 30, 2026 and 2025, respectively.

Revenues from online sales, which are no longer being pursued due to regulatory hurdles, were $0 and $17,837 for the years ended June 30, 2026 and 2025, respectively.

Rental income was $90,000 and $0 for the years ended June 30, 2026 and 2025, respectively.

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Historically, we have funded our operations primarily from cash generated from our digital asset mining operations and proceeds from convertible notes payable and preferred stock. During the year ended June 30, 2025, the Company’s digital asset mining operations were discontinued but digital assets generated prior to the discontinuation and on hand as of June 30, 2024 were able to fund operations during the years ended June 30, 2026 and 2025. During the years ended June 30, 2026 and 2025, we generated negative cash flow from operations. We did not incur additional debt or issue securities for cash.

Recent Material Developments

Series B Certificate of Amendment

On April 16, 2026, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment (the “Series B Certificate of Amendment”) to the Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock of the Company, which was originally filed on December 21, 2015 and corrected on November 7, 2016. Pursuant to the Series B Certificate of Amendment, the Company has increased the designated and authorized number of shares of Series B Convertible Preferred Stock from 1,000,000 to 1,500,000.

Share Exchange and Series C Amended and Restated Certificate of Designation

On July 21, 2025, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company and BHP Capital NY, Inc. (the “BHP”) agreed to effect a consolidation and exchange of securities (the “Exchange”), whereby BHP agreed to exchange (i) 3,000 shares of Series D Preferred Stock of the Company and (ii) 1,500 shares of Series C Preferred Stock of the Company (collectively, the “Pre-Exchange Shares”) for an aggregate of 6,500 shares of newly designated Series C Preferred Stock, subject to terms and conditions set forth in the Exchange Agreement. As part of the Exchange, the Company agreed to retire $2,133,081 in accrued but unpaid dividends due to BHP pursuant to its ownership of the Pre-Exchange Shares.

On August 1, 2025, pursuant to the Exchange Agreement, the Company filed an Amended and Restated Certificate of Designation of Preferences, Rights, and Limitations (the “Series C A&R Certificate of Designation”) of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”) with the Secretary of State of the State of Nevada. The following is a summary of the terms of the Series C Preferred Stock, as amended:

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

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

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

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

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Financial Operations Review

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

RESULTS OF OPERATIONS

YEAR ENDED JUNE 30, 2026 COMPARED TO THE YEAR ENDED JUNE 30, 2025

Revenues

Our commission revenues decreased to $437,857 during the year ended June 30, 2026 from $576,931 during the year ended June 30, 2025. This decrease was a result of regulatory hurdles.

Our online sales revenues decreased to $0 during the year ended June 30, 2026 from $17,837 during the year ended June 30, 2025. This decrease was due to the Company exited online sales during the year ended June 2025.

Our rental income increased to $90,000 during the year ended June 30, 2026 from $0 during the year ended June 30, 2025. The increase was due to the Company entering a sublease agreement effective June 11, 2025. On June 1, 2026 the lessee notified the Company they would not renew the lease.

Cost of Revenues

Cost of revenues – online products were $0 and $8,094 during the years ended June 30, 2026 and 2025, respectively, and represent the cost associated with fulfilling orders placed by our online sales customers. The decrease in cost of revenues – online products was a result of the Company exiting this segment of the health industry due to regulatory hurdles.

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Cost of revenues – rent was $31,025 and $0 during the year ended June 30, 2026 and 2025, respectively. These costs consisted of the expense to lease the subleased property. The increase in cost of revenues – product sales was a result of the Company entering the sublease agreement effective June 11, 2025.

General and administrative expenses decreased to $1,660,340 in the year ended June 30, 2026 from $2,619,321 in the year ended June 30, 2025. The decrease resulted primarily from less stock-based compensation expense, consulting, legal and cryptocurrency transaction fees. We reported non-cash, non-employee, employee and related party stock-based compensation of $223,018 and $599,542 in the year ended June 30, 2026 and 2025, respectively.

Depreciation and amortization increased to $34,021 in the year ended June 30, 2026 from $31,908 in the year ended June 30, 2025. The increase in depreciation and amortization in the current fiscal year is due primarily to the purchase of intangible assets and leasehold improvements for use in the Company’s health and wellness business in 2025.

The Company discontinued the purchase of digital assets in the year ended June 30, 2025 and as a result did not incur any transactions related to digital assets during the year ended June 30, 2026. We purchased various digital assets totaling $6,810,165 during the year ended June 30, 2025. We also converted digital assets from one denomination to another based on our assessment of market conditions for each respective digital asset. The market values of individual digital asset denominations continually fluctuate, and the fluctuations may be material from day to day. During the year ended June 30, 2025 we received total proceeds of $8,380,352 and from the sale of digital assets and incurred transactions fees totaling $56,058 which are recorded in general and administrative expenses in our Statement of Operations. We realized a loss on sale of digital assets of $23,894 during the year ended June 30, 2025.

During the year ended June 30, 2026 and 2025, we impaired property and equipment and goodwill by recognizing an impairment expense of $38,966 and $752,125, respectively.

Other Income (Expense)

Our other income (expense) was comprised of the following for the years ended June 30:

	2026			2025

Other income	$	10,770			$	-
Interest expense		(52,329	)			(52,239	)
Loss on settlement of payables		-				(56,887	)
Loss on exchange of Series C & D preferred shares		(241,918	)			-
	$	(283,477	)		$	(109,126	)

During the year ended June 30, 2026 other income was comprised of various contract payments from the prior year of $10,770.

During the years ended June 30, 2026 and 2025, we had one note payable outstanding for $500,000 with an interest rate of 10% per annum resulting in a no change in interest expense compared to the prior year.

During the years ended June 30, 2026 and 2025, we recognized a loss of $0 and $56,887, respectively, on settlement of payables with third-party vendors.

During the year ended June 30, 2026 we exchanged 1,125 Series C and 3,000 Series D preferred shares for 6,500 Series C convertible preferred shares. As a result, during the year ended June 30, 2026, we recognized a $241,918 loss on exchange of Series C and D preferred shares.

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Net Losses from Discontinued Operations

During the years ended June 30, 2026 and 2025, we recognized net losses from discontinued operations of $72,939 and $829,557, respectively, as the company strategically moved from the digital asset mining industry to health and wellness industry.

Net Loss Attributable to MedWellAI, Inc.

As a result, we reported a net loss of $1,589,465 in the year ended June 30, 2026, compared to a net loss of $3,607,145 in the year ended June 30, 2025.

LIQUIDITY AND CAPITAL RESOURCES

Overview

As of June 30, 2026, we had total current assets of $111,877, including cash of $86,222, receivables of $9,099, prepaid expenses and other current assets of $10,556, and deposits, current of $6,000, and total current liabilities of $7,959,140. We had total stockholders’ deficit attributable to shareholders of $7,979,411 as of June 30, 2026 compared to a stockholders’ deficit of $6,624,599 as of June 30, 2025.

Sources and Uses of Cash

During the year ended June 30, 2026, we used cash in operations of $307,030 as a result of our net loss from continuing operations of $1,519,972, lease payments, net of repayment of $8,766, increase in receivables of $8,812, decreases in sub-lease security deposit of $7,500 and deferred revenue of $203 partially offset by, a loss on exchange of Series C & D preferred stock of $241,918, other non-cash expenses of $296,005, a decrease prepaid expenses of $125,400, and increases accounts payable of $25,920, accrued expenses of $47,284, and due to related party of $501,696.

During the year ended June 30, 2025, we used cash in operations of $935,312 as a result of our net loss from continuing operations of $2,949,700, lease payments, net of repayment of $14,766, partially offset by a realized loss on sale of digital assets of $23,894, a loss on settlement of payables of $56,887,other non-cash expenses of $1,383,574, the payment of operating expenses with digital assets worth $3,244, decreases receivables of $2,588 and prepaid expenses of $115,034, and increases accounts payable of $99,594, accrued expenses of $35,205, deferred revenue of $203 and due to related party of $279,399.

During the year ended June 30, 2026, net cash provided by investing activities – continuing operations was $8,058, comprised of cash used for leasehold improvements.

During the year ended June 30, 2025, net cash provided by investing activities – continuing operations was $1,103,246, comprised of net proceeds from the sale of digital assets of $8,380,352, cash acquired in acquisition of Healthy Lifestyle of $4,711, cash deposit received from subtenant of $7,500 offset by purchase of 51% interest in Healthy Lifestyle of $250,000, purchase of digital assets of $6,810,165 and the purchase of property and equipment of $2,242, purchase of leasehold improvements of $40,885 and purchase of intangible assets of $186,025.

During the years ended June 30, 2026 and 2025, we did not have any net cash used in or provided by financing activities.

Going Concern

Historically, the Company has reported recurring net losses from operations and used net cash in operating activities. As of June 30, 2026, the Company’s current liabilities exceeded its current assets by $7,847,263 and the Company had an accumulated deficit of $90,263,345. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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

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

SIGNIFICANT ACCOUNTING POLICIES

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

Use of Estimates

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

Receivables

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

Property and Equipment

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

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

Intangible Assets

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

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Impairment of Long-Lived Assets

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

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates as one reporting unit. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not, the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. Goodwill of approximately $670,000 was created when the Company acquired 51% of the membership interests of Healthy Lifestyle (see Note 8). However, management made a strategic decision to abandon the business of Healthy Lifestyle and during the year ended June 30, 2025, we impaired goodwill by recognizing impairment expense of $670,329.

Discontinued Operations

Mezzanine

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

Convertible Preferred Stock

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

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Stock-Based Compensation

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

The Company accounts for non-employee share-based awards based upon ASC 505-50, Equity-Based Payments to Non-Employees. ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete.

Revenue Recognition

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

The following table presents the Company’s revenue by revenue source for the years ended June 30:

	2026		2025

Commissions	$	437,857		$	576,931
Online sales, net		-			17,837
Rental income		90,000			-
	$	527,857		$	594,768

Commissions

The Company earns commissions by informing, educating, and initiating sales of health and wellness products offered by a third party to customers. The commissions earned is based on the gross sales of products to customers less costs and fees. Through the use of their e-commerce platform, the third party computes the commission payable after each sale. The third party then pays the Company the amount due. The transactions price is set as the commissions to be received based on the agreed terms. The commissions are earned at a point in time upon the successful sale of products to a customer.

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The timing of commission revenue recognition may differ from the timing of payment received by the Company. The Company records a receivable when revenue is recognized prior to payment and there is an unconditional right to payment. As of June 30, 2026, the Company had receivables from commissions of $9,099.

Online Sales

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

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

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

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

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

Payment for prescription medication was typically collected from the customer a few days in advance of product shipment in accordance with contract terms. Contract liabilities are recorded when payments have been received from the customer for undelivered products or services and are recognized as revenue when the performance obligations are later satisfied. As of June 30, 2026 the Company had $0 of deferred revenue from its online sales.

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Rental Income

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

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

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

During the year ended June 30, 2026, the Company had only one lease arrangement with a single customer. On June 1, 2026 the customer notified the Company the lease would not be renewed.

Fair Value of Financial Instruments

Assets and liabilities measured at fair value on a recurring basis

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

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

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

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

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

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

As of June 30, 2026 and 2025 the Company did not have any assets and liabilities measured at fair value on a recurring basis.

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

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

As of June 30, 2026 and 2025, the fair values of cash, receivables, prepaid expenses and other current assets, accounts payable, and accrued expenses approximated their carrying values because of their short-term nature.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity, or capital expenditures.

RECENTLY ISSUED ACCOUNTING POLICIES

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

There were no other accounting pronouncements issued or proposed by the FASB during the year ended June 30, 2026 and through the date of filing this report which the Company believes will have a material impact on its consolidated financial statements.

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

Disclosure under Item 7A is not required of smaller reporting companies.

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Item 8. Financial Statements and Supplementary Data.

MedWellAI, Inc.

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Index to Consolidated Financial Statements		Page

Report of Independent Registered Public Accounting Firm (PCAOB ID 2738)		F-1

Consolidated Balance Sheets as of June 30, 2026 and 2025		F-2

Consolidated Statements of Operations for the Years Ended June 30, 2026 and 2025		F-3

Consolidated Statement of Stockholders’ Equity (Deficit) for the Years Ended June 30, 2026 and 2025		F-4

Consolidated Statements of Cash Flows for the Years Ended June 30, 2026 and 2025		F-5

Notes to Consolidated Financial Statements		F-6

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of MedWellAI, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of MedWellAI, Inc. (the Company) as of June 30, 2026 and 2025, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended June 30, 2026, and the related notes (collectively referred to as the \"consolidated financial statements\"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2026 in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the company has incurred recurring losses from operations and had not yet achieved profitable operations as of June 30, 2026 which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition

The Company generates revenues from commissions earned by initiating sales of health and wellness products offered by a third party to customers. These arrangements require significant judgment regarding how and when commissions are recognized. As disclosed in the notes to the consolidated financial statements, management’s estimate of the commissions earned but not yet paid is based on reports received from the third party and is recorded as a receivable when the Company has an unconditional right to payment.

Given the operational complexities inherent in commission arrangements—including timing of customer transactions, reconciliation schedules, and verification of gross sales—the assessment of commission revenue recognition requires an understanding of transaction processes, reporting methodologies, and timing differences between the third party and the Company. As such, auditing management’s evaluation of the accounting for commission revenues involved significant judgment and procedures over the completeness and accuracy of underlying sales data and commission calculations.

We evaluated the appropriateness and accuracy of management’s assessment in relation to our understanding of the commission arrangement, including review of the third-party commission reports and agreements, reconciliation of transactions, verification of the timing of commission payments, confirming third-party commission reports and assessment of management’s methodology for estimating receivables.

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2018.

The Woodlands, TX

October 13, 2026

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MedWellAI, Inc.

CONSOLIDATED BALANCE SHEETS

	June 30,			June 30,
	2026			2025

ASSETS
Current assets:
Cash	$	86,222			$	401,310
Receivables		9,099				287
Prepaid expenses and other current assets		10,556				10,956
Deposits, Current		6,000				6,000
Current assets of discontinued operations		-				220
Total current assets		111,877				418,773

Other assets:
Property and equipment, net		890				42,069
Intangible assets, net		27,680				51,430
Operating lease right-of-use assets		-				95,509
Deposits, noncurrent		-				125,000
Other assets of discontinued operations		-				72,719
Total other assets		28,570				386,727

TOTAL ASSETS	$	140,447			$	805,500

LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	137,904			$	123,620
Accrued expenses		110,121				62,837
Deferred revenue		-				203
Accrued preferred stock dividends		-				2,133,081
Operating lease liability, current		-				26,750
Due to related party		711,115				209,419
Notes payable in default, net of debt discount		500,000				500,000
Series C convertible preferred stock, $0.001 par value, 6,500 shares authorized, 6,500 shares issued and outstanding as of June 30, 2026		6,500,000				-
Total current liabilities		7,959,140				3,055,910
Long Term Liabilities
Sub-lease security deposit		-				7,500
Operating lease liability, long-term		-				77,525
Total Liabilities		7,959,140				3,140,935

Mezzanine:
Series C preferred stock, $0.001 par value, 3,000 shares authorized, 1,125 shares issued and outstanding as of June 30, 2026		-				1,125,000
Series D preferred stock, $0.001 par value, 4,000 shares authorized, 3,000 shares issued and outstanding as of June 30, 2026		-				3,000,000

Commitments and contingencies		-				-

Stockholders' equity (deficit):
Series A preferred stock, $0.001 par value, 1,000,000 shares authorized, 500,000 shares issued and outstanding as of June 30, 2026 and June 30, 2025		500				500
Series B preferred stock, $0.001 par value, 1,500,000 shares authorized, 130,000 shares issued and outstanding as of June 30, 2026 and June 30, 2025		130				130
Common stock payable		83,708				26,250
Common stock, $0.001 par value, 300,000,000 shares authorized, 6,536,580 and 6,186,580 shares issued and outstanding as of June 30, 2026 and June 30, 2025, respectively		6,533				6,183
Additional paid in capital		82,193,063				82,016,218
Accumulated deficit		(90,263,345	)			(88,673,880	)
Total Stockholders' deficit of MedWellAI, Inc. and Subsidiaries		(7,979,411	)			(6,624,599	)
Noncontrolling interest		160,718				164,164
Total stockholders' deficit		(7,818,693	)			(6,460,435	)

Total liabilities, mezzanine and stockholders' deficit	$	140,447			$	805,500

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

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MedWellAI, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended June 30,
	2026			2025

Revenue:
Commissions	$	437,857			$	576,931
Online sales, net		-				17,837
Rental income		90,000				-
Total revenue		527,857				594,768

Costs and expenses:
Cost of revenues - online products		-				8,094
Cost of revenues - rent		31,025				-
General and administrative		1,660,340				2,619,322
Depreciation and amortization		34,021				31,907
Realized (gain) loss on sale/purchase of digital assets		-				23,894
Impairment expense		38,966				752,125
Total operating expenses		1,764,352				3,435,342

Income (loss) from operations		(1,236,495	)			(2,840,574	)

Other income (expense):
Other income		10,770				-
Interest expense		(52,329	)			(52,239	)
Loss on settlement of payables		-				(56,887	)
Loss on exchange of Series C & D preferred shares		(241,918	)			-
Total other income (expense)		(283,477	)			(109,126	)

Income (loss) from continued operations before income taxes		(1,519,972	)			(2,949,700	)
Provision for income taxes		-				-

Net income (loss) from continued operations		(1,519,972	)			(2,949,700	)
Net income (loss) from discontinued operations		(72,939	)			(829,557	)

Net income (loss)		(1,592,911	)			(3,779,257	)
Net income (loss) attributable to noncontrolling interest		(3,446	)			(172,112	)
Net income (loss) attributable to MedWellAI, Inc.	$	(1,589,465	)		$	(3,607,145	)

Continuing operations:
Net income (loss) per common share attributable to shareholders, basic	$	(0.24	)		$	(0.49	)
Net income (loss) per common share attributable to shareholders, diluted	$	(0.24	)		$	(0.49	)

Weighted average number of common shares outstanding, basic		6,293,840				5,705,232
Weighted average number of common shares outstanding, diluted		6,293,840				5,705,232
Discontinuing operations:
Net income (loss) per common share attributable to shareholders, basic	$	(0.01	)		$	(0.15	)
Net income (loss) per common share attributable to shareholders, diluted	$	(0.01	)		$	(0.15	)

Weighted average number of common shares outstanding, basic		6,293,840				5,705,232
Weighted average number of common shares outstanding, diluted		6,293,840				5,705,232

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

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MedWellAI, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

YEARS ENDED JUNE 30, 2026 AND 2025

	Series C			Series D			Series A	Series B							Common		Additional
	Preferred Stock			Preferred Stock			Preferred Stock	Preferred Stock		Common Stock			Stock		Paid in		Accumulated	Noncontrolling
	Shares			Amount			Shares	Amount		Shares			Amount		Shares		Amount	Shares		Amount			Payable	Capital	Deficit			Interest			Total
Balance, June 30, 2024		1,125			$	1,125,000		3,000		$	3,000,000			500,000		$	500		130,000		$	130		5,064,492	$	5,064			$	-		$	81,195,590	$	(85,066,735	)	$	-		$	(3,865,451	)
Common stock issued for investment in Healthy Lifestyles USA, LLC		-				-		-			-			-			-		-			-		97,088		97				-			99,903		-			-			100,000
Recognition of noncontrolling interest in acquisition		-				-		-			-			-			-		-			-		-		-				-			-		-			336,276			336,276
Common stock issued for services		-				-		-			-			-			-		-			-		875,000		875				26,250			572,417		-			-			599,542
Common stock issued for settlement of liabilities		-				-		-			-			-			-		-			-		150,000		150				-			148,305		-			-			148,455
Net loss		-				-		-			-			-			-		-			-		-		(3	)			-			3		(3,607,145	)		(172,112	)		(3,779,257	)
Balance, June 30, 2025		1,125			$	1,125,000		3,000		$	3,000,000			500,000		$	500		130,000		$	130		6,186,580	$	6,183			$	26,250		$	82,016,218	$	(88,673,880	)	$	164,164		$	(6,460,435	)
Share exchange agreement with BHP Capital		(1,125	)			(1,125,000	)	(3,000	)		(3,000,000	)		-			-		-			-		-		-				-			-		-			-			-
Common stock issued for services		-				-		-			-			-			-		-			-		350,000		350				57,458			165,210		-			-			223,018
Forgiveness of related party account payable		-				-		-			-			-			-		-			-		-		-				-			11,635		-			-			11,635
Net loss		-				-		-			-			-			-		-			-		-		-				-			-		(1,589,465	)		(3,446	)		(1,592,911	)
Balance, June 30, 2026		-			$	-		-		$	-			500,000		$	500		130,000		$	130		6,536,580	$	6,533			$	83,708		$	82,193,063	$	(90,263,345	)	$	160,718		$	(7,818,693	)

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

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MedWellAI, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended June 30,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) from continuing operations	$	(1,519,972	)		$	(2,949,700	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		34,021				31,907
Impairment expense		38,966				752,125
Stock-based compensation		223,018				599,542
Realized loss on sale/purchase of digital assets		-				23,894
Loss on settlement of payables		-				56,887
Loss on exchange of Series C & D preferred stock		241,918				-
Lease cost, net of repayment		(8,766	)			14,766
Change in fair value of digital assets		-				-
Operating cost paid with digital assets		-				3,244
Revenue recognized from Bitcoin mined
Changes in operating assets and liabilities:
Receivables		(8,812	)			2,588
Prepaid expenses and other current assets		125,400				115,034
Accounts payable		25,920				99,594
Accrued expenses		47,284				35,205
Sub-lease security deposit		(7,500	)			-
Deferred revenue		(203	)			203
Due to related party		501,696				279,399
Net cash provided by (used in) operating activities - continuing		(307,030	)			(935,312	)
Net cash provided by (used in) operating activities - discontinuing		-				86,781
Net cash provided by (used in) operating activities		(307,030	)			(848,531	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in acquisition of Healthy Lifestyle USA LLC		-				4,711
Purchase of 51% interest in Healthy Lifestyle USA LLC		-				(250,000	)
Net proceeds from the sale of digital assets		-				8,380,352
Purchase of digital assets		-				(6,810,165	)
Purchase of property and equipment		-				(2,242	)
Purchase of leasehold improvements		(8,058	)			(40,885	)
Purchase of intangible assets		-				(186,025	)
Cash deposit received from subtenant		-				7,500
Net cash provided by (used in) investing activities - continuing		(8,058	)			1,103,246
Net cash provided by (used in) investing activities - discontinuing		-				88,780
Net cash provided by (used in) investing activities		(8,058	)			1,192,026

CASH FLOWS FROM FINANCING ACTIVITIES:		-				-
Net cash provided by (used in) financing activities - continuing		-				-
Net cash provided by (used in) financing activities - discontinuing		-				-
Net cash provided by (used in) financing activities		-				-

Net increase (decrease) in cash		(315,088	)			343,495
Cash, cash equivalents, and restricted cash - beginning of period		401,310				57,815
Cash, cash equivalents, and restricted cash - end of period	$	86,222			$	401,310

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	-			$	30,000
Income taxes	$	-			$	-
Non-cash investing and financing activities - continuing:
Common Stock issued for purchase of 51% interest in Healthy Lifestyle USA LLC	$	-			$	100,000
Common stock payable in exchange for settlement of liabilities	$	-			$	148,455
Recognition of lease liability and ROU asset at lease commencement	$	-			$	112,746
Payment of amounts due to related party with digital assets	$	-			$	116,751
Share exchange agreement with BHP Capital	$	6,500,000			$	-
Forgiveness of related party account payable	$	11,635			$	-
Non-cash investing and financing activities - discontinuing:
Common stock issued for purchase of bitcoin miners	$	-			$	-
Purchase of bitcoin miners with digital assets	$	-			$	-

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

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MedWellAI, Inc.

Notes to Consolidated Financial Statements

Years Ended June 30, 2026 and 2025

1. ORGANIZATION

Organization

The Company also markets a turnkey, custom solution for qualified procurement agents and resellers to market in-office use products.

Key features of the platform include access to multiple 503B outsourcing facilities, over 100 products, personalized pricing, direct payment deposits, custom domain options, and onboarding support.

The platform allows for seamless ordering, fulfillment, and shipping managed directly by the 503B facilities.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Reclassification

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

Principles of Consolidation

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

All significant intercompany transactions and balances have been eliminated.

Cash and Cash Equivalents

The Company maintains cash balances in non-interest-bearing accounts that at times may exceed federally insured limits. For the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had no cash equivalents at June 30, 2026 and June 30, 2025.

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Receivables

Property and Equipment

Intangible Assets

Impairment of Long-Lived Assets

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Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates as one reporting unit. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. Goodwill of approximately $670,000 was created when the Company acquired 51% of the membership interests of Healthy Lifestyle in August 2024. However, management made a strategic decision to abandon the business of Healthy Lifestyle and during the year ended June 30, 2025, we impaired goodwill by recognizing impairment expense of $670,329.

Leases

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

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

Discontinued Operations

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

Mezzanine

Convertible Preferred Stock

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Stock-Based Compensation

Revenue Recognition

The following table presents the Company’s revenue by revenue source for the years ended June 30:

	2026		2025

Commissions	$	437,857		$	576,931
Online sales, net		-			17,837
Rental income		90,000			-
	$	527,857		$	594,768

Commissions

Online Sales

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Payment for prescription medication was typically collected from the customer a few days in advance of product shipment in accordance with contract terms. Contract liabilities are recorded when payments have been received from the customer for undelivered products or services and are recognized as revenue when the performance obligations are later satisfied. As of June 30, 2026 and 2025, the Company had $0 and $203 of deferred revenue from its online sales, respectively. As of June 30, 2026 and 2025, the Company had $0 and $287 of receivables for its online sales, respectively.

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Rental Income

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

During the year ended June 30, 2026, the Company had only one lease arrangement with a single customer. On June 1, 2026 the customer notified the Company the lease would not be renewed.

Income Taxes

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

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

Net Income (Loss) Per Share

Basic net income or loss per share is calculated by dividing net income or loss by the weighted average number of common shares outstanding for the period. Diluted income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as “in-the-money” stock options and warrants, convertible debt and convertible preferred stock, were exercised or converted into common stock. Equivalent shares are not utilized when the effect is anti-dilutive. For the years ended June 30, 2026 and 2025, basic and diluted income per share were the same, as all securities had an antidilutive effect.

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

	2026		2025

Convertible preferred stock		35,569,444		13,233,588

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Fair Value of Financial Instruments

Assets and liabilities measured at fair value on a recurring basis

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

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

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

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

As of June 30, 2026 and 2025 the Company did not have any assets and liabilities measured at fair value on a recurring basis.

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

Recently Issued Accounting Pronouncements

There were no new accounting pronouncements issued or proposed by the FASB during the year ended June 30, 2026 and through the date of filing this report which the Company believes will have a material impact on its financial statements.

3. GOING CONCERN

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

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

4. OPERATING SEGMENTS

Operating segments are defined as components of an entity for which separate financial information is available that is regularly reviewed by the chief operating decision maker (“CODM”). The CODM is the Chief Executive Officer. The CODM uses segment net income from operations to assess the performance of, manage the operations of, and allocate capital and operational resources to the Company’s reportable operating segments. The Company does not allocate assets to the reporting segments as its assets are primarily managed on an entity-wide basis and therefore does not disclose the total assets of its reportable operating segments.

Prior to June 11, 2025, the Company operated as a single operating segment, focusing on distributing pharmaceutical products, particularly GLP medications for weight loss and diabetes management.

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

For the years ended June 30, 2026 and 2025, there were no intersegment revenues or costs of revenues that needed to be eliminated in the Consolidated Statements of Operations.

The pharmaceutical products distribution company generates revenue through commissions and online sales. Real estate development company generates revenue through rental income.

The following table illustrates segment revenue and segment net income from operations, including significant expense items reviewed by the CODM for the year ended June 30, 2026.

	Pharmaceutical Products Distribution			Real Estate Development			Total
Revenue	$	437,857			$	90,000		$	527,857

Less:
Cost of revenues - rent		-				31,025			31,025
General and administrative ^[1]		1,627,840				32,500			1,660,340
Depreciation and amortization		24,497				9,524			34,021
Impairment expense		-				38,966			38,966

Segment net income (loss) from operations	$	(1,214,480	)		$	(22,015	)	$	(1,236,495	)

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

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The following table illustrates the reconciliation of segment operating income to net income before taxes for the year ended June 30, 2026.

	June 30, 2026
Segment loss from operations	$	(1,236,495	)

Reconciling items
Other income		10,770
Interest expense		(52,329	)
Loss on exchange of Series C & D preferred shares		(241,918	)

Net income (loss) from continued operations before income taxes	$	(1,519,972	)

5. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at June 30:

	2026			2025

Furniture and equipment	$	2,242			$	2,242
Leasehold improvements		9,978				40,885

Total		12,220				43,127
Less accumulated depreciation and amortization		(11,330	)			(1,058	)

Net	$	890			$	42,069

Depreciation expense for the years ended June 30, 2026 and 2025 was $10,271 and $1,058, respectively. During the year ended June 30, 2026 and 2025, we impaired leasehold improvements and recognized impairment expense of $38,966 and $0, respectively.

6. INTANGIBLE ASSETS

Intangible assets consisted of the following at June 30:

	Useful Lives	2026			2025

Website	3 years	$	71,250			$	71,250
Less accumulated amortization			(43,570	)			(19,820	)
Net website		$	27,680			$	51,430

Amortization expense for the years ended June 30, 2026 and 2025 was $23,750 and $30,849, respectively.

7. OPERATING LEASE

In August 2024, the Company entered a 12-month operating lease with an option to extend for four additional one-year periods which the Company is reasonably certain they will exercise. The lease provides for approximately 750 square feet of rentable area which the Company intends to sublease. The lease was amended by changing the effective date to June 11, 2025 with the option to extend for three additional one-year periods. The addendum also modified the monthly lease payments to $2,500 effective December 11, 2025 until June 11, 2026, $2,650 the first year, $2,800 for the second year, and $2,950 for the third year of the lease. On the commencement date of the lease, the Company recorded $112,746 related to the ROU asset and lease liability. At June 30, 2026, the Company revalued its ROU asset and lease liability due to the decision to not renew the lease. As a result, the Company reduced the carrying value of the ROU asset and lease liability to zero and recognized $(11,967) in rent expense.

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Operating lease expense was $32,200 and $26,766 for the years ended June 30, 2026 and June 30, 2025, respectively. Operating cash flows used for the operating leases during the years ended June 30, 2026 and 2025, was $28,650 and $12,000, respectively.

8. RELATED PARTY TRANSACTIONS

We have one executive officer, Steve Rubakh, who is currently the sole member of our Board of Directors. The Board of Directors establishes Mr. Rubakh’s annual salary, cash bonuses, and the number of Series B preferred stock to issue Mr. Rubakh as additional compensation. Effective January 1, 2024, the Board of Directors approved Mr. Rubakh’s annual salary at $250,000, quarterly cash bonus to be $100,000, and canceled the quarterly Preferred B shares issuances.

During the years ended June 30, 2026 and 2025, Mr. Rubakh’s annual salary was $250,000 ($62,500 quarterly). In addition, $400,000 of bonuses ($100,000 quarterly) were approved by the Board of Directors.

Total compensation expense included in general and administrative expenses was $650,000 and $650,000 for the years ended June 30, 2026 and 2025, respectively. Amounts due to related party, consisting of accrued salary to Mr. Rubakh, totaled $711,115 and $209,419 as of June 30, 2026 and June 30, 2025, respectively.

9. NOTES PAYABLE

On June 15, 2022, the Company entered into a Loan Agreement and Promissory Note with BHP Capital NY, Inc. (“BHP”) in the amount of $500,000. The note matured on January 15, 2023, and bears a flat interest charge of $130,000 that shall not be reduced or pro-rated in the event of prepayment. In addition, upon an event of default, the Note bares default interest of 18% per annum. Effective April 1, 2024, the lender agreed to reduce the default interest to 10% per annum. This note is secured by assets and equipment of the Company. As further inducement to enter this note, the Company issued BHP 16,000 shares or restricted common stock. These shares were valued at $123,200 using the closing market price of the Company’s common stock on the date of issuance and were recorded as a debt discount that was amortized to interest expense over the term of the note. The Company accrued $50,694 and $50,694 of interest expense during the year ended June 30, 2026 and 2025, respectively. As of June 30, 2026, this note was in default due to nonpayment before the maturity date.

10. SERIES C CONVERTIBLE PREFERRED STOCK

Effective August 1, 2025, the Company amended and restated the Certificate of Designation for its Series C Preferred Stock, effecting the consolidation of the Series C Preferred Stock and Series D Preferred Stock classes into a single series of convertible preferred stock. Per the share exchange agreement, 1,500 shares of Series C Preferred Stock and 3,000 shares of Series D Preferred Stock were exchanged for 6,500 Series C Convertible Preferred shares. Each share of Series C convertible preferred stock had a par value of $0.001 per share and a stated value of $1,000 per share. Concurrent to this agreement, $2,133,081 in accrued and unpaid dividends were retired and the Company recognized a loss on exchange of $241,918 and $0 for the years ended June 30, 2026 and 2025, respectively.

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

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

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

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

As of June 30, 2026 the Company has 6,500 shares authorized, issued and outstanding of Series C convertible preferred stock classified as a current liability on the balance sheet due to its variable component upon conversion.

11. MEZZANINE

Series C Preferred Stock

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

Each share of the Series C preferred stock is entitled to receive cumulative dividends of 12% per annum or 18% per annum in the event of default, payable monthly from the date of issuance of the shares. Starting one month after the issuance of the shares, they were in default due to the Company’s failure to pay the cumulative dividend monthly as required by the agreement. Dividends could have been paid in cash or in shares of Series C preferred stock at the discretion of the Company. Effective February 1, 2024, the sole owner of the Series C preferred stock agreed to stop accruing dividends. As of June 30, 2026 and 2025, the Company accrued Series C preferred stock dividends of $0 and $378,206, respectively.

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

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

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

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Series D Preferred Stock

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

Each share of the Series D preferred stock is entitled to receive cumulative dividends of 12% per annum or 18% per annum in the event of default, payable monthly from the date of issuance of the shares. Starting one month after the issuance of the shares, they were in default due to the Company’s failure to pay the cumulative dividend monthly as required by the agreement. Dividends could have been paid in cash or in shares of Series D preferred stock at the discretion of the Company. Effective February 1, 2024, the sole owner of the Series D preferred stock agreed to stop accruing dividends. As of June 30, 2025 the Company accrued Series D preferred stock dividends of $1,754,875.

Effective August 1, 2025, the Company amended and restated the Certificate of Designation for its Series C preferred stock and all 3,000 shares of Series D preferred Stock were exchanged for Series C convertible preferred stock including 1,500 shares of Series C preferred stock. As a result, as of June 30, 2026, and 2025, 0 and 3,000 shares of Series D preferred stock, respectively, were issued and outstanding and recorded as mezzanine due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company.

12. STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

Series A Preferred Stock

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

The Company has 1,000,000 shares of Series A preferred stock authorized, with 500,000 shares issued and outstanding as of June 30, 2026 and 2025, which were issued in March 2015 to members of the Company’s Board of Directors in consideration for services.

Series B Preferred Stock

On December 21, 2015, the Company filed a Certificate of Designation for a new Series B convertible preferred stock with the State of Nevada following approval by the board of directors of the Company. Five Hundred Thousand (500,000) shares of the Company’s authorized preferred stock are designated as the Series B convertible preferred stock, par value of $0.001 per share and with a stated value of $0.001 per share (the “Stated Value”). Holders of Series B preferred stock shall be entitled to receive dividends, when and as declared by the Board of Directors out of funds legally available therefor. At any time and from time to time after the issuance of shares of the Series B preferred stock, each issued share of Series B preferred stock is convertible into 100 shares of the Company’s common stock (“Conversion Ratio”). The Conversion Ratio is subject to adjustment if the Company enters into a merger or spin off transaction but is not subject to adjustment for a stock split or reverse stock split. The holders of the Series B preferred stock shall have the right to vote together with holders of common stock, on an as “converted basis”, on any matter that the Company’s shareholders may be entitled to vote on, either by written consent or by proxy. Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series B preferred stock shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Series B preferred stock an amount equal to the Stated Value, and all other amounts in respect thereof then due and payable prior to any distribution or payment shall be made to the holders of any junior securities. The number of authorized Series B preferred stock was later increased to 1,500,000 shares on April 16, 2026.

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The Company had 130,000 and 130,000 shares issued and outstanding as of June 30, 2026 and 2025, respectively.

Common Stock

As of June 30, 2026, we were authorized to issue up to 300,000,000 shares of common stock with a par value of $0.001.

The Company had 6,536,580 and 6,186,580 common shares issued and outstanding as of June 30, 2026 and 2025, respectively.

During the year ended June 30, 2026, the Company issued 350,000 shares of its common stock. This resulted in $165,560 in stock-based compensation expense. As of June 30, 2026, the Company had a total of 125,000 shares of common stock that had been granted for services and compensation that had vested, but not issued. As a result, we have a common stock payable of $83,708 outstanding, of which $57,458 was accrued during the year ended June 30, 2026.

During the year ended June 30, 2025, the Company issued 97,088 shares of its common stock as part of the purchase price of Healthy Lifestyle USA LLC. Additionally, the Company issued 875,000 shares of its common stock and recognized $599,542 in stock-based compensation expense based on grant date fair values and vesting terms of awards granted for services and compensation. As of June 30, 2025, 25,000 shares of the 875,000 shares of common stock that had been granted for services and compensation and had vested, had not been issued. As a result, we recorded common stock payable of $26,250 as of June 30, 2025. The Company also issued 150,000 shares of its common stock to a third-party vendor to settle $91,568 of payables. The grant date fair value of these shares was $148,445 resulting in a $56,887 loss on settlement of payables.

13. COMMITMENTS AND CONTINGENCIES

Legal Matters

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

Short-Term Lease

In January 2025, the Company entered a 12-month short-term lease that provides for approximately 1,500 usable square feet, which the Company intends to use as office space. The monthly lease payments are $2,500 per month and the Company paid an initial $4,000 towards first and last months’ rent and a $6,000 security deposit, which is included in deposits assets on the balance sheet as of June 30, 2026. The lease agreement states that any extension or renewal of this lease shall require the execution of a new lease agreement with new terms and conditions and therefore the Company considers this a short-term lease.

14. INCOME TAXES

For the years ended June 30, 2026 and 2025, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances.

As of June 30, 2026, the Company has net operating loss carry forwards of approximately $18.5 million that can be carried forward indefinitely. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code.

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The Company’s income tax expense (benefit) differs from the “expected” tax expense (benefit) for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to income (loss) before income taxes), as follows:

	Years Ended June 30,
	2026			2025

Tax benefit at the statutory rate	$	(334,511	)		$	(793,644	)
State income taxes, net of federal income tax benefit		456,749				1,390,469
Non-deductible items		116,886				298,644
Non-taxable items
Change in valuation allowance		(239,124	)			(895,469	)

Total	$	-			$	-

The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.

The tax years 2020 through 2025 remain open to examination by federal agencies and other jurisdictions in which it operates.

The tax effect of significant components of the Company’s deferred tax asset at June 30, 2026 and 2025, respectively, are as follows:

	June 30,
	2026			2025

Net operating loss carryforward	$	3,892,003			$	3,696,356
Accumulated depreciation		21,573				(21,904	)
Less valuation allowance		(3,913,576	)			(3,674,452	)

Net	$	-			$	-

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

Because of the historical earnings history of the Company, the net deferred tax assets as of June 30, 2026 and 2025 were fully offset by a 100% valuation allowance.

15. DISCONTINUED OPERATIONS

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

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

	June 30,
	2026		2025
Major classes of assets included as held for sale
Prepaid expenses and other current assets	$	-		$	220
Deposits, current		-			-
Current assets held for sale		-			220

Property and equipment, net		-			72,719
Other assets held for sale		-			72,719

Total major classes of assets held for sale in the consolidated balance sheets	$	-		$	72,939

Major classes of liabilities included as discontinued operations
Accounts payable	$	-		$	-

Total major classes of liabilities held for sale in the consolidated balance sheets	$	-		$	-

The following is a reconciliation of major classes of revenue and expenses classified as discontinued operations on our consolidated income statements:

	During the Years Ended June 30,
	2026			2025
Major classes of line items constituting net income (loss) from discontinued operations
Digital asset mining revenue	$	-			$	-
Cost of revenues – energy, hosting, and other		-				-
General and administrative		(220	)			-
Depreciation and amortization		(17,151	)			(1,097,276	)
Impairment expense		(55,568	)			(173,458	)
Gain on settlement of payables		-				352,397
Gain on sale of property and equipment		-				88,780
Total major classes of line items constituting net income (loss) from discontinued operations	$	(72,939	)		$	(829,557	)

Digital Asset Mining - Revenue

To generate revenue from mining bitcoin, the Company had entered into a digital asset mining pool by executing a contract, as amended from time to time, with the mining pool operator to provide computing power to the mining pool. The contract was terminable at any time by either party without penalty and the Company’s enforceable right to compensation only began when the Company provided computing power to the mining pool operator. In exchange for providing computing power, we were entitled to a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which primarily calculated the hash rate provided by us to the mining pool as a percentage of total network hash rate, and other inputs. We were entitled to consideration even if a block was not successfully placed by the mining pool operator. As of June 7, 2024, all miners were disconnected from their power source and many were sold during the year ended June 30, 2025.

Digital Asset Mining - Expenses

During the year ended June 30, 2026 and 2025, we impaired mining equipment and recognized impairment expense of $55,568 and $103,410, respectively.

Digital Asset Mining - Gains

On February 7, 2025, the Company agreed to terminate its hosting and power purchase agreement. As a result, the hosting facility agreed to forgive $843,544 of payables and pay the Company $87,000 in exchange for the $578,147 deposit collected as part of the hosting and power purchase agreement. Accordingly, during the year ended June 30, 2025, the Company recognized a $352,397 gain on settlement of payables. The hosting facility further released the Company’s miners.

During the years ended June 30, 2026 and 2025, we recognized a $0 and $88,780 gain, respectively, on the sale of property and equipment for the sale of 304 miners.

16. SUBSEQUENT EVENTS

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has determined there are no material events to be disclosed except as follows:

As of July 15, 2026, the Company opted not to renew its operating lease, which significantly reduced the undiscounted future cash flows at June 30, 2026. At June 30, 2026 we revalued the right of use asset and lease liability to zero and recorded the difference of $(11,967) to rent expense. In addition, as a result of this event, at June 30, 2026 we determined the carrying amount of leasehold improvements exceeded expected undiscounted cash flows, therefore we recognized impairment expense of $38,966 and $0 for the years ended June 30, 2026 and 2025, respectively.

On July 21, 2026 the Company entered into a convertible promissory note with Quick Capital for a principal amount of $225,000 and received net cash of $195,000 after original discount and fees of $30,000 that were recorded as a debt discount. The note has a maturity date of one year from its execution date and includes a one-time interest charge of $27,000 which represents a 12% guaranteed interest.

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

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

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

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2026. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:

As of June 30, 2026, we did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

2.	As of June 30, 2026, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls and engaged an outside financial consultant to lessen the issue of segregation of duties over accounting, financial close procedures and controls over financial statement disclosure. Accordingly, management has determined that this control deficiency constitutes a material weakness.

3.	As of June 30, 2026, we did not establish a written policy for the approval, identification and authorization of related party transactions. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2026, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting through the date of this report or during the quarter ended June 30, 2026, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Independent Registered Accountant’s Internal Control Attestation

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

Corrective Action

Management plans to address the structure of the Board of Directors and discuss adding an audit committee during the fiscal year ending June 30, 2027.

Item 9B. Other Information.

None.

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

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

The following table sets forth the names and positions of our current executive officers and directors.

Name and Address	Age	Position(s) Held

Steve Rubakh	63	President, CEO, CFO, Secretary, and Director

Biographies of Directors and Executive Officers

Steve Rubakh has been our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and a Director since April 1, 2015. Mr. Rubakh founded EMS Factory, Inc., in 2011, where he oversaw the day-to-day operations and assisted in building and creating a vision for the company. At the end of 2014, Mr. Rubakh took the company to the next stage by initiating the development of the on-demand mobile application and platform on which the Company strategy is now based. In 2003, he founded Power Sports Factory, Inc., and served as the President until 2010. Prior to founding Power Sports Factory, Mr. Rubakh was the founder of International Parking Concepts specializing in providing services to the hospitality industry. Mr. Rubakh attended both Community College of Philadelphia and Temple University majoring in business administration.

Corporate Governance

Directors are elected at the annual stockholder meeting or appointed by our Board of Directors and serve for one year or until their successors are elected and qualified. When a new director is appointed to fill a vacancy created by an increase in the number of directors, that director holds office until the next election of one or more directors by stockholders. Officers are appointed by our Board of Directors and their terms of office are at the discretion of our Board of Directors.

Committees of our Board of Directors

Audit Committee

Our Board of Directors plans to establish an Audit Committee, the members of which shall be considered as independent under the standards for independence for audit committee members established by Nasdaq. The Audit Committee will operate under a written charter.

Other Committees

The Board does not have standing compensation or nominating committees. The Board does not believe a compensation or nominating committee is necessary based on the size of the Company, the current levels of compensation to corporate officers and voting control by our major stockholder. The Board will consider establishing compensation and nominating committees at the appropriate time.

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Stockholder Communications

The Board has not established a formal process for stockholders to send communications, including director nominations, to the Board; however, the names of all directors are available to stockholders in this report. Any stockholder may send a communication to any member of the Board of Directors, in care of the Company, at 2380 Drew Street, Suite 3, Clearwater, Florida 33765 (Attention: Secretary). Director nominations submitted by a stockholder will be considered by the full Board. Due to the infrequency of stockholder communications to the Board, the Board does not believe that a more formal process is necessary. However, the Board will consider, from time to time, whether adoption of a more formal process for such stockholder communications has become necessary or appropriate.

Other Information about our Board of Directors

During our fiscal year ended June 30, 2026, our Board of Directors acted by written consent 2 times.

Directors’ and Officers’ Liability Insurance

The Company does not have directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers.

Director Compensation

We compensate directors as per specific agreements with each director, as applicable. Director compensation to Steve Rubakh, our sole director, is included in the total compensation discussed in Item 11, Executive Compensation.

Section 16(a) Compliance by Officers and Directors

Based solely upon a review of Mr. Steve Rubakh, our CEO, we filed Form 5 during the fiscal year ended June 30, 2026. We believe we did not need to nor did we file any Forms 3 or 4 during the fiscal year ended June 30, 2026.

Item 11. Executive Compensation.

General

We have one executive officer. Mr. Rubakh is paid an annual salary established by and bonuses as determined by the Board of Directors. Effective January 1, 2024, the Board of Directors approved Mr. Rubakh’s annual salary at $250,000 and quarterly cash bonus to be $100,000.

The following summary compensation table sets forth information concerning compensation for services rendered in all capacities, including that of director, during the fiscal years ended June 30, 2026 and 2025 awarded to, earned by or paid to our executive officer.

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Name and Principal Position	Year	Salary ⁽²⁾ ($)		Bonus ⁽²⁾ ($)		Stock Awards ($)	Option and Warrant Awards ($)	Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)	Total ($)

Steve Rubakh	2026		250,000		400,000		-		-		-		-	-	650,000
Chief Executive Officer, Chief Financial Officer and Director⁽¹⁾	2025		250,000		400,000		-		-		-		-	-	650,000

(1)	Mr. Rubakh was appointed as CEO, CFO and Director on April 1, 2015.

(2)	The Board of Directors of the Company set the annual compensation for Steve Rubakh to include annual salary of $250,000 effective April 1, 2021. In addition, the Board of Directors approved a bonus of $100,000 per quarter beginning the quarter ended March 31, 2024.

Accrued compensation payable to Steve Rubakh as of June 30, 2026 and 2025 was $711,115 and $209,419, respectively.

Employment Agreement

On July 22, 2025, the Company entered into an employment agreement with Steve Rubakh, pursuant to which Mr. Rubakh serves as the Company's Chief Executive Officer and President for an initial term of five years, subject to earlier termination. Under the agreement, Mr. Rubakh receives an annual base salary of $250,000, subject to increase at the discretion of the Board of Directors, and is entitled to a quarterly bonus of $100,000. Mr. Rubakh is also entitled to health insurance benefits, reimbursement of pre-approved business expenses, four weeks of paid vacation, and seven paid sick days per year. During the initial term, the Company may terminate Mr. Rubakh's employment only for cause. Upon any termination for cause, death, or disability, Mr. Rubakh (or his estate) is entitled to full payment of the entire contract within thirty days. Following the initial five-year term, Mr. Rubakh's employment continues on an at-will basis. The agreement also contains customary non-competition, non-solicitation (for one year following termination), and confidentiality covenants.

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

The following table sets forth information regarding the beneficial ownership of the Company’s common stock, Series A Preferred Stock, Series B preferred stock, and Series C Convertible Preferred Stock as of October 7, 2026, for:

i.	each person or entity who, to our knowledge, beneficially owns more than 5% of each class or series of our outstanding stock;
ii.	each executive officer and named officer;
iii.	each director; and
iv.	all of our officers and directors as a group.

Except as indicated in the footnotes to the following table, the persons named in the table has sole voting and investment power with respect to all shares of common stock and preferred stock beneficially owned. Except as otherwise indicated, the address of each of the stockholders listed below is: c/o 2380 Drew Street, Suite 3, Clearwater, Florida, 33765.

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	Name of	Amount and Nature of			Percent of		Total Voting
Title of Class	Beneficial Owners	Ownership⁽¹⁾			Class		Shares

Common stock, $0.001 par value	Steve Rubakh⁽²⁾		3,642,401	⁽²⁾		55.7	%	3,642,401	⁽²⁾

Series A preferred stock, $0.001 par value	Steve Rubakh⁽²⁾⁽³⁾		500,000			100	%	500,000,000

Series B preferred stock, $0.001 par value	Steve Rubakh⁽²⁾		130,000			100	%	13,000,000

Series C convertible preferred stock, $0.001 par value	BHP Capital NY, Inc. ⁽⁴⁾		6,500			100	%	21,666,667

All officers and directors as a group (one person - Steve Rubakh)								516,642,401

Percentage of voting shares held by all officers and directors as a group (one person - Steve Rubakh)								95.46	%

(1)	Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Unless otherwise stated, each of the beneficial owners listed above has direct ownership of and sole voting power and investment power to the shares of the Company’s common stock.

(2)	Mr. Rubakh owns 3,348,497 shares of common stock directly and has voting control over 293,904 shares held by Stanislav Rubakh and Kim Rubakh, and, as a result, has voting control over 3,642,401 shares of common stock. Mr. Rubakh owns all of the outstanding 500,000 shares of the super-voting Series A Preferred stock directly, representing 500,000,000 voting shares. Mr. Rubakh holds 130,000 shares of Series B Convertible Preferred Stock directly, convertible into 13,000,000 shares of common stock and representing 13,000,000 total voting shares.

(3)	The Series A preferred stock is not convertible into common stock but each is representative of 1,000 shares of common stock solely for voting purposes.

(4)	The Series C preferred stock is convertible into 21,666,667 shares of common stock, and the holder has the right to vote, together with holders of Common Stock, on an as “converted basis”. The natural person with voting power on behalf of BHP Capital NY Inc. is Bryan Pantofel. The address of BHP Capital NY, Inc. is 45 SW 9^th St. Suite 1603, Miami FL, 33130.

Applicable percentage ownership in the preceding table is based on 6,536,580 shares of common stock outstanding as of October 7, 2026 plus any options, warrants, or other securities exercisable or convertible within 60 days of October 7, 2026. Under Rule 13d-3(d)(1), shares not outstanding that are subject to options, warrants, or other securities exercisable or convertible within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but not deemed outstanding for the purpose of calculating the percentage owned by each other person listed.

Changes in Control

None.

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

Certain Relationships and Related Transactions

The following is a description of transactions since July 1, 2024 and each currently proposed transaction in which we have been or are to be a participant and:

●

the amounts involved exceeded or will exceed the lesser of $120,000 and one percent of the average of our total assets at year-end for the last two completed fiscal years; and

●

any of our directors, executive officers, or holders of more than 5% of our outstanding capital stock, or any immediate family member of or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts.

We have one executive officer, Steve Rubakh, who is currently the sole member of our Board of Directors. Mr. Rubakh is paid an annual salary and bonuses as determined by the Board of Directors.

The Board of Directors of the Company set the current annual compensation for Steve Rubakh to include annual salary of $250,000 per year effective April 1, 2021. Total compensation expense included in general and administrative expenses was $650,000 and $650,000 for the years ended June 30, 2026 and 2025, respectively. Amounts due to related party, consisting of accrued salary to Mr. Rubakh, totaled $711,115 and $209,419 as of June 30, 2026 and 2025, respectively.

Director Independence

We currently have no independent directors as that term is defined in Rule 4200 of Nasdaq’s listing standards.

Item 14. Principal Accountant Fees and Services.

Audit Fees

For the years ended June 30, 2026 and 2025, the aggregate fees billed by M&K CPAS PLLC for professional services rendered for the audit (including quarterly reviews) of our annual financial statements included in our annual report on Form 10-K were $71,700 and $74,250, respectively.

Audit fees consist of amounts billed for the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagement.

Audit-Related Fees

For the years ended June 30, 2026 and 2025, the aggregate fees billed by M&K CPAS PLLC for audit-related fees were $0 and $2,750, respectively. Audit-related fees consist of assurance and related services that are reasonably related to the performance of the audit and reviews of our financial statements and are not included in “audit fees.”

Tax Fees

Tax fees consist of professional services rendered for tax compliance, tax advice and tax planning. The nature of these tax services is tax preparation. Our independent auditors do not provide us with tax compliance, tax advice or tax planning services.

All Other Fees

None.

Audit Committee Approval

We do not have an audit committee of our board of directors. We believe that each member of our board has the expertise and experience to adequately serve our stockholders’ interests while serving as directors. Since we are not required to maintain an audit committee and our full board acts in the capacity of an audit committee, we have not elected to designate any member of our board as an “audit committee financial expert.”

Item 15. Exhibits and Financial Statement Schedules.

(a)	The list of financial statements required by this Item is set forth in Item 8.

(b)	Exhibits: See the list of Exhibits in the Exhibits Index to this Annual Report immediately preceding the Signature Page, which Exhibits are incorporated herein by reference.

Item 16. Form 10-K Summary.

Not Applicable.

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EXHIBIT INDEX

Exhibit Number		Exhibit Description

		Description of Exhibit

3.1		Articles of Incorporation, filed with the Nevada Secretary of State on March 22, 2011 [Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1, filed with the SEC on June 7, 2011]

3.2		Bylaws [Incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-1, filed with the SEC on June 7, 2011]

3.3		Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on December 1, 2014 [Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on December 8, 2014]

3.4		Certificate of Designation of Series A Preferred Stock, filed with the Nevada Secretary of State on March 12, 2015 [Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on March 20, 2015]

3.5		Amended Exhibit A to Bylaws, effective August 12, 2015 [Incorporated by reference to Exhibit 3.2(a) to our Current Report on Form 8-K, filed with the SEC on August 12, 2015]

3.6		Certificate of Designation of Series B Convertible Preferred Stock, filed with the Nevada Secretary of State on December 21, 2015 [Incorporated by reference to Exhibit 3.1(c) to our Current Report on Form 8-K, filed with the SEC on December 30, 2015]

3.7		Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on August 4, 2016 [Incorporated by reference to Exhibit 3.1(c) to our Current Report on Form 8-K, filed with the SEC on August 11, 2016]

3.8		Certificate of Correction to Certificate of Designation of Series B Convertible Preferred Stock, filed with the Nevada Secretary of State on November 7, 2016 [Incorporated by reference to Exhibit 3.1(d) to our Current Report on Form 8-K/A, filed with the SEC on November 18, 2016]

3.9		Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on March 15, 2017 [Incorporated by reference to Exhibit 3.1(f) to our Annual Report on Form 10-K, filed with the SEC on September 14, 2017]

3.10		Articles of Merger, filed with the Nevada Secretary of State on June 14, 2017 [Incorporated by reference to Exhibit 3.1(f) to our Current Report on Form 8-K, filed with the SEC on June 19, 2017]

3.11		Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on March 15, 2019 [Incorporated by reference to Exhibit 3.1(h) to our Annual Report on Form 10-K, filed with the SEC on September 30, 2019]

3.12		Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on October 19, 2020 [Incorporated by reference to Exhibit 3.1(i) to our Registration Statement on Form S-1, filed with the SEC on October 22, 2020]

3.13		Certificate of Designation of Series D Convertible Preferred Stock, filed with the Nevada Secretary of State on February 19, 2021 [Incorporated by reference to Exhibit 3.1(k) to our Current Report on Form 8-K filed with the SEC on February 25, 2021]

3.14		Certificate of Change, filed with the Nevada Secretary of State on April 14, 2023 [Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on April 21, 2023]

3.15		Certificate of Correction to Certificate of Change, filed with the Nevada Secretary of State on April 19, 2023 [Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on April 21, 2023]

3.16**		Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on August 18, 2023

3.17		Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on May 30, 2025 [Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on June 24, 2025]

3.18		Amended and Restated Certificate of Designation of Series C Convertible Preferred Stock, filed with the Nevada Secretary of State on August 1, 2025 [Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on August 7, 2025]

3.19**		Certificate of Correction to Articles of Incorporation, filed with the Nevada Secretary of State on April 13, 2026

3.20		Certificate of Amendment to Certificate of Designation of Series B Convertible Preferred Stock, filed with the Nevada Secretary of State on April 16, 2026 [Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on April 17, 2026]

4.1**		Description of Securities

4.2		Form of Loan Agreement and Promissory Note [Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on July 6, 2022]

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4.3		Promissory Note issued by Medwell Direct LLC to Healthy Lifestyle USA LLC [Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on September 3, 2024]

4.4		Line of Credit Agreement between MedWell Direct, LLC and Healthy Lifestyle USA LLC [Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on September 3, 2024]

10.1		2024 Equity and Incentive Plan [Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 20, 2024]

10.2**		Employment Agreement, dated July 22, 2025, by and between the Company and Steve Rubakh

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

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

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

101.SCH		Inline XBRL Taxonomy Extension Schema *

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase *

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase *

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase *

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase *

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

_________

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

** Filed herewith.

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SIGNATURES

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

MEDWELLAI, INC.

/s/ Steve Rubakh

October 13, 2026

Steve Rubakh, Chief Executive Officer,

Chief Financial Officer, and Director

(Principal Executive Officer and Principal Financial and Accounting Officer)

Date

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

/s/ Steve Rubakh

October 13, 2026

Steve Rubakh, Chief Executive Officer,

Chief Financial Officer, and Director

(Principal Executive Officer and Principal Financial and Accounting Officer)

Date

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