intv_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended June 30, 2025

☐	TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 000-55681

MEDWELLAI, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

82-1725385

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

2380 Drew Street, Suite 3, Clearwater, Florida 33765

(Address of principal executive offices) (Zip Code)

(813) 358-4400

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

On December 31, 2024, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was 2,228,681 based upon the closing price on that date of the common stock of the registrant as reported on the OTC Markets system of $1.07. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant.

As of September 24, 2025, the registrant had 6,236,580 shares of its common stock, $0.001 par value, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I

Item 1.	Business	4
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	11
Item 1C.	Cybersecurity	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Mine Safety Disclosures	12

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	Reserved	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 8.	Financial Statements and Supplementary Data	26
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	27
Item 9A.	Controls and Procedures	27
Item 9B.	Other Information	28
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	28

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	29
Item 11.	Executive Compensation	30
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13.	Certain Relationship and Related Transactions, and Director Independence	33
Item 14.	Principal Accountant Fees and Services	33

PART IV

Item 15.	Exhibits and Financial Statement Schedules	34
Item 16.	Form 10-K Summary	34

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Forward-Looking Statements

All statements in this Annual Report on Form 10-K, other than historical fact or present financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements that address activities, outcomes and other matters that should or may occur in the future, including, without limitation, statement regarding the financial position, business strategy, growth, projections and other plans and objectives for our future operations, are forward-looking statements. Although we believe the expectations expressed in such forward-looking statements, they are no guarantees of future performance. We have no obligation and make no undertaking to publicly update or revise any forward-looking statements, except as may be required by law.

Forward-looking statements include the items identified in the preceding paragraph, information concerning possible or assumed future results of operations and other statements in this Annual Report, and can be identified by terminology such as “may,” “will,” “should,” “expects,” “intend,” “anticipates,” “believes,” “could,” “estimates,” “plans,” “potential,” “predicts,” “project,” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Readers of this Annual Report should carefully consider such risks, uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors that could cause our actual results to differ materially from those provided in forward-looking statements. Readers should not place undue reliance on forward-looking statements contained in this Annual Report. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

As used in this Annual Report, the terms “we,” “us,” “our,” the “Company,” and “Integrated Ventures” mean Integrated Ventures, Inc., unless otherwise indicated.

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PART I

Item 1. Business.

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

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

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

Recent Material Developments

During the year ended June 30, 2025, due to regulatory hurdles, management decided to no longer pursue their online sales business which was obtained through the acquisition of Healthy Lifestyles USA LLC. As a result, goodwill of $670,329 was fully impaired.

Acquisition of Healthy Lifestyle

On August 29, 2024, Integrated Ventures, Inc., through MedWell Direct, a Nevada limited liability company and a wholly-owned subsidiary of the Company, consummated its acquisition of 51% of the membership interests of Healthy Lifestyle USA LLC, a Florida limited liability company (“Healthy Lifestyle”), pursuant to execution and delivery of that certain membership interest purchase agreement, dated as of August 14, 2024 (the “Purchase Agreement”), between MedWell Direct, Healthy Lifestyle, and the members (the “Selling Members”) of Healthy Lifestyle.

Pursuant to the Purchase Agreement, MedWell Direct shall facilitate (i) an operating loan for Healthy Lifestyle in the aggregate amount of $182,000 for working capital and (ii) an advertising credit line for Healthy Lifestyle up to $300,000 on commercially reasonable terms for advertising expenses.

Promissory Note

Effective August 27, 2024, Healthy Lifestyle made a promissory note in favor of MedWell Direct (the “Note”) in the principal amount of $182,000, for working capital purposes, with such principal to be issued as follows: (i) $42,000 on the effective date of the Note; (ii) $60,000 15 days after such effective date of the Note and (iii)$80,000 45 days after such effective date of the Note. The Note shall not bear any interest, and the repayment of the principal amount is due on or before the six-month anniversary of the Note.

Line of Credit to Healthy Lifestyle

On August 27, 2024, MedWell Direct entered into a line of credit agreement (the “Line of Credit Agreement”) with Healthy Lifestyle whereby MedWell Direct agreed to loan Healthy Lifestyle $100,000 to be used exclusively for pay-per-click advertising (“PPC”). Pursuant to the Line of Credit Agreement, if Healthy Lifestyle repays the $100,000 loan amount and achieves a certain cost to acquire a customer (“CPA”) of $225 (not including marketing admin fees/commissions), MedWell Direct shall lend Healthy Lifestyle $200,000 to be used exclusively for PPC, and if Healthy Lifestyle repays the $200,000 loan amount and achieves a CPA of $225, MedWell Direct shall lend Healthy Lifestyle $300,000 to be used exclusively for PPC. Such $100,000 initial funding was made on August 27, 2024.

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Competition

We operate in a highly competitive environment. The primary drivers of competition include the demand for Bitcoin, the Bitcoin Network Difficulty level, sufficient capital resources to acquire large quantities of high-quality miners, the ability to secure these miners from a limited number of suppliers on rapid delivery schedules, and the ability to generate the highest productivity. As more Bitcoin miners enter the space, we expect additional pressure on the industry, with greater competition for access to miners and mining infrastructure, which is in limited supply. Data center hosting is also highly competitive in the Bitcoin mining space.

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 online sales, which are no longer being pursued due to regulatory hurdles, were $17,837 and $0 for the years ended June 30, 2025 and 2024, respectively. Revenues from commissions were $576,931 and $0 for the years ended June 30, 2025 and 2024, respectively.

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

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Additional Capital Requirements

To continue to operate, complete and successfully operate our business and to fund future operations, we may need to raise additional capital for expansion or other expenses of operations. The amount and timing of future funding requirements will depend on many factors, including the timing and results of our ongoing operations, and potential new development and administrative support expenses. We anticipate that we will seek to fund our operations through public or private equity or debt financings or other sources, such as potential collaboration agreements. If additional financing is required, we cannot be certain that it will be available to us on favorable terms, or at all.

Employees and Employment Agreements

We presently have one full-time employee, Steve Rubakh, our sole officer and director, who devotes 100% of his time to our operations. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees; however, we at times do reimburse Mr. Rubakh for certain health insurance and medical costs.

Available Information

All reports of the Company filed with the SEC are available free of charge through the SEC’s website at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

Item 1A. Risk Factors.

Risks Related to Our Business

Because we are an early-stage company with minimal revenue and a history of losses and we expect to continue to incur substantial losses for the foreseeable future, we cannot assure you that we can or will be able to operate profitably.

We have incurred losses since our organization, and are subject to the risks common to start-up, pre-revenue enterprises, including, among other factors, undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. We cannot assure you that we will be able to operate profitably or generate positive cash flow. If we cannot achieve profitability, we may be forced to cease operations and you may suffer a total loss of your investment.

Our revenues are concentrated in a small number of customers and they may decrease significantly if we were to lose one of these customers.

One customer generated approximately 96% of our revenue during the year ended June 30, 2025. This high concentration of revenue from a limited number of customers creates a risk that our revenue may decrease substantially if we were to lose any significant customer. We cannot assure you that our current main customers will continue to purchase our products and services in the future.

Our use of artificial intelligence (AI) or other emerging technologies could adversely impact our business and financial results.

We deploy AI and other emerging technologies in various facets of our operations and we continue to explore further use cases for AI. The rapid advancement of these technologies presents opportunities for our business endeavors but also entails risks, including that AI-generated content, analyses, or recommendations we utilize could be deficient, or that our competitors may more quickly or effectively adopt AI capabilities. Our use of AI or other emerging technologies could also exacerbate regulatory, cybersecurity and other significant risks.

Effective development, management, and use of AI technologies is novel and complex, and there are technical challenges associated with achieving desired levels of accuracy, efficiency, and reliability. The algorithms and models utilized in AI systems may have limitations, including biases, errors, or inability to handle certain data types or scenarios or to render explainable outputs. Furthermore, there are risks associated with the fact that the platforms providing AI models are in many cases owned and operated by emerging companies with less contractual and compliance sophistication. These factors may undermine our ability to effectively utilize AI or create competitive disadvantages should our competitors more skillfully make use of AI capabilities. Further, if we are unable to effectively manage the use of AI technologies by our employees, our confidential information, intellectual property, or reputation could be put at risk.

The emergence of AI and other technologies may exacerbate other risks, including those related to regulation, litigation, compliance issues, ethical concerns, confidentiality, and data privacy or security. For example, regulatory uncertainty related to AI or other emerging technologies may require significant resources to adjust business practices to comply with developing laws. Several governmental authorities have already proposed or enacted laws and other guidance governing AI, such as the EU Artificial Intelligence Act. These and other developing obligations may prevent or make it harder for us to conduct or enhance our business using AI, or lead to regulatory fines, penalties, or other liability. Further, use of AI technologies could lead to unintended consequences, such as data leakage, healthcare fraud and abuse, cybersecurity incidents, intellectual property infringement, or unintended biases.

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Natural disasters and geo-political events could adversely affect our business.

Natural disasters, including hurricanes, cyclones, typhoons, tropical storms, floods, earthquakes and tsunamis, weather conditions, including winter storms, droughts and tornados, whether as a result of climate change or otherwise, and geo-political events, including civil unrest or terrorist attacks, that affect us, or other service providers could adversely affect our business.

Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights.

We may seek additional capital through a combination of private and public equity offerings, debt financings collaborations and strategic and licensing arrangements. To the extent that we raise additional capital through the sale of common stock or securities convertible or exchangeable into common stock, current stockholders’ ownership interest in the Company will be diluted. In addition, the terms may include liquidation or other preferences that materially adversely affect their rights as a stockholder. Debt financing, if available, would increase our fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaboration, strategic alliance and licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates, our intellectual property, future revenue streams or grant licenses on terms that are not favorable to us.

We are increasingly dependent on information technology systems and infrastructure (cyber security).

Our operations are potentially vulnerable to breakdown or other interruption by fire, power loss, system malfunction, unauthorized access and other events such as computer hackings, cyber-attacks, computer viruses, worms or other destructive or disruptive software. Likewise, data privacy breaches by employees and others with permitted access to our systems may pose a risk that sensitive data may be exposed to unauthorized persons or to the public. It is critical that our systems provide a continued and uninterrupted performance for our business to generate revenues. There can be no assurance that our efforts will prevent significant breakdowns, breaches in our systems or other cyber incidents that could have a material adverse effect upon our business, operations or financial condition of the Company.

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If we are unable to attract, train and retain technical and financial personnel, our business may be materially and adversely affected.

Our future success depends, to a significant extent, on our ability to attract, train and retain key management, technical, regulatory and financial personnel. Recruiting and retaining capable personnel with experience in pharmaceutical products is vital to our success. There is substantial competition for qualified personnel, and competition is likely to increase. We cannot assure you we will be able to attract or retain the technical and financial personnel we require. If we are unable to attract and retain qualified employees, our business may be materially and adversely affected.

We depend heavily on our chief executive officer, and his departure could harm our business.

The expertise and efforts of Steve Rubakh, our Chief Executive Officer, are critical to the success of our business. The loss of Mr. Rubakh’s services could significantly undermine our management expertise and our ability to operate our Company.

Our auditors’ report includes a going concern paragraph.

Our financial statements include a going-concern qualification from our auditors, which expresses doubt about our ability to continue as a going concern. We have operated at a loss since inception. Our ability to operate profitably is dependent upon, among other things, obtaining additional financing for our operations. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments that take into consideration the uncertainty of our ability to continue operations.

Risks Relating Generally to Our Operations and Technology

We may not be able to respond quickly enough to changes in technology and technological risks, and to develop our intellectual property into commercially viable products.

Changes in legislative, regulatory or industry requirements or in competitive technologies may render certain of our planned products obsolete or less attractive. Our mining equipment may become obsolete, and our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely basis will be a significant factor in our ability to remain competitive. We cannot provide assurance that we will be able to achieve the technological advances that may be necessary for us to remain competitive or that certain of our products will not become obsolete.

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Risks Related to Our Securities

Our lack of internal controls over financial reporting may affect the market for and price of our common stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to file a report by our management on our internal control over financial reporting. Our disclosure controls and our internal controls over financial reporting are not effective. We do not have the financial resources or personnel to develop or implement systems that would provide us with the necessary information on a timely basis so as to be able to implement financial controls. The absence of internal controls over financial reporting may inhibit investors from purchasing our stock and may make it more difficult for us to raise capital or borrow money. Implementing any appropriate changes to our internal controls may require specific compliance training of our directors and employees, entail substantial costs in order to modify our existing accounting systems, take a significant period of time to complete and divert management’s attention from other business concerns. These changes may not, however, be effective in developing or maintaining internal control.

Our common stock is deemed to be “penny stock,” which may make it more difficult for investors to sell their shares due to disclosure and suitability requirements.

Our common stock is deemed to be “penny stock” as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These requirements may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This could cause our stock price to decline. Penny stocks are stock:

	●	With a price of less than $5.00 per share;

	●	That are not traded on a “recognized” national exchange;

	●	Whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ listed stock must still have a price of not less than $5.00 per share); or

	●	In issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $10.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million.

Broker-dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker-dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor. Many brokers have decided not to trade “penny stocks” because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the “penny stock rules” for any significant period, there may develop an adverse impact on the market, if any, for our securities.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

The Financial Industry Regulatory Authority (referred to as FINRA) has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our common stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect on the market for and price of our common stock.

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The market price for our common stock may be volatile and your investment in our common stock could suffer a decline in value.

The trading volume in our stock is low, which may result in volatility in our stock price. As a result, any reported prices may not reflect the price at which you would be able to sell shares of common stock if you want to sell any shares you own or buy if you wish to buy shares. Further, stocks with a low trading volume may be more subject to manipulation than a stock that has a significant public float and is actively traded. The price of our stock may fluctuate significantly in response to a number of factors, many of which are beyond our control. These factors include, but are not limited to, the following, in addition to the risks described above and general market and economic conditions:

●

the market’s reaction to our financial condition and its perception of our ability to raise necessary funding or enter into a joint venture, given the economic environment resulting from the COVID-19 pandemic, as well as its perception of the possible terms of any financing or joint venture;

●

the market’s perception as to our ability to generate positive cash flow or earnings;

●

changes in our or any securities analysts’ estimate of our financial performance;

●

the anticipated or actual results of our operations;

●

changes in market valuations of digital currencies and other companies in our industry;

●

concern that our internal controls are ineffective;

●

actions by third parties to either sell or purchase stock in quantities which would have a significant effect on our stock price; and

●

other factors not within our control.

Raising funds by issuing equity or convertible debt securities could dilute the net tangible book value of the common stock and impose restrictions on our working capital.

We will need to raise additional capital. We may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that are less than the market price and that may be based on a discount from market at the time of issuance. Stockholders will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of shares of common stock under our present and future stock incentive programs. If we were to raise capital by issuing equity securities, either alone or in connection with a non-equity financing, the net tangible book value of the then outstanding common stock could decline. If the additional equity securities were issued at a per share price less than the market price, which is customary in the private placement of equity securities, the holders of the outstanding shares would suffer dilution, which could be significant. Further, if we are able to raise funds from the sale of debt securities, the lenders may impose restrictions on our operations and may impair our working capital as we service any such debt obligations. In addition, the sale of shares and any future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the price of our common stock. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those shares of common stock for sale will have on the market price of our common stock.

We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.

Our articles of incorporation authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as our board of directors may determine. We have outstanding shares of our Series A super-voting preferred stock and Series B convertible preferred stock, the terms of which adversely impact the voting power or value of our common stock. Similarly, the repurchase or redemption rights or liquidation preferences included in a series of preferred stock issued in the future might provide to holders of preferred stock rights that could affect the residual value of the common stock.

Because certain existing stockholders own a large percentage of our voting stock, other stockholders’ voting power may be limited.

Steve Rubakh, our Chief Executive Officer, owns and/or controls a majority of the voting power of our common stock. As a result, Mr. Rubakh will have the ability to control all matters submitted to our stockholders for approval, including the election and removal of directors and the approval of any merger, consolidation or sale of all or substantially all of our assets. This stockholder, who is also our sole director, may make decisions that are averse to or in conflict with your interests.

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We do not have a majority of independent directors on our board and the company has not voluntarily implemented various corporate governance measures, in the absence of which stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. We have not yet adopted any of these other corporate governance measures and since our securities are not yet listed on a national securities exchange, we are not required to do so. If we expand our board membership in future periods to include additional independent directors, we may seek to establish an audit and other committee of our board of directors. It is possible that if our Board of Directors included a number of independent directors and if we were to adopt some or all of these corporate governance measures requiring expansion of our board of directors, stockholders would benefit from somewhat greater assurance that internal corporate decisions were being made by disinterested directors. In evaluating our Company, our current lack of corporate governance measures should be borne in mind.

Our share price is volatile and may be influenced by numerous factors that are beyond our control.

Market prices for shares of technology companies such as ours are often volatile. The market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

	●	fluctuations in digital currency and stock market prices and trading volumes of similar companies;

	●	general market conditions and overall fluctuations in U.S. equity markets;

	●	sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders;

	●	discussion of us or our stock price by the press and by online investor communities; and

	●	other risks and uncertainties described in these risk factors.

We have no current plans to pay dividends on our common stock and investors must look solely to stock appreciation for a return on their investment in us.

We do not anticipate paying any further cash dividends on our common stock in the foreseeable future. We currently intend to retain all future earnings to fund the development and growth of our business. Any payment of future dividends will be at the discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the board of directors deems relevant. Investors may need to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase our common stock.

Item 1B. Unresolved Staff Comments.

Disclosure under this Item 1B is not required of smaller reporting companies.

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Item 1C. Cybersecurity.

We regularly review our cybersecurity defenses to assess our vulnerability to cybersecurity attacks from viruses, malware and more sophisticated and targeted cyber-related attacks such as hackers looking to demand ransomware or access our systems to obtain information and data, as well as our vulnerability to cybersecurity failures resulting from human error and technological errors. We rely upon internal IT personnel working in conjunction with specialized outside security consultants on a day-to-day basis to conduct reviews and upgrade our systems when determined to be necessary.

Our overall strategy in combatting cybersecurity risks includes a variety of measures, including:

	●	the use of antivirus software, virtual private networks, email security, as well as other software and system-wide measures such as multi-factor authorization to prevent and detect data intrusions;

	●	deployment of updates and patches as they become available from our software suppliers and consultants and maintaining the current versions of major software to reduce the exposure to vulnerabilities;

	●	the use of third-party services to conduct mandatory online training for all employees regarding identifying and avoiding cyber-security risks;

	●	the review of the security procedures used by third parties that may host or otherwise have access to our systems;

	●	the deployment of third-party cyber-security experts to perform penetration testing on our internal and external networks and systems in an effort to identify potential vulnerabilities; and consideration of the cybersecurity risks posed by interacting with current and potential third-party service providers, suppliers and customers.

We are not aware of any existent weakness in our systems or malware embedded in our systems that would materially affect, or are reasonably likely to materially affect, our operations.

Board Oversight

The Board, as a whole, has oversight responsibility for our strategic and operational risks. The Board is responsible for oversight of our efforts to eliminate cybersecurity risks. The Board meets regularly with our Chief Executive Officer and Chief Financial Officer.

Item 2. Properties.

Our corporate offices are located at 2380 Drew Street, Suite 3, Clearwater, Florida 33765. Our telephone number is (813) 358-4400.

Item 3. Legal Proceedings.

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 marketplace operated by OTCMarkets under the symbol “MWAI.”

Holders

As of September 24, 2025, there were 31 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

As of June 30, 2025, there were no equity compensation plan under which our common stock is authorized for issuance.

Recent Sales of Unregistered Securities

There were no sales by the Company of unregistered securities not previously reported in the Company’s periodic filings for its fiscal year ended June 30, 2025.

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Penny Stock

Our common stock is considered “penny stock” under the rules the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:

	●	contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading;

	●	contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

	●	contains a toll-free telephone number for inquiries on disciplinary actions;

	●	defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

	●	contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

	●	bid and offer quotations for the penny stock;

	●	the compensation of the broker-dealer and its salesperson in the transaction;

	●	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and

	●	monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

Item 6. Reserved.

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

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

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

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in this Annual Report and in our subsequent filings with the Securities and Exchange Commission. The following discussion of our results of operations should be read together with our consolidated financial statements and related notes included elsewhere in this report.

GENERAL

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Financial

Through June 6, 2024, we operated our digital asset mining operations in one hosted facility in Granbury, 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.

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 sufficient to fund operations during the year ended June 30, 2025. During the years ended June 30, 2025 and 2024,we generated negative cash flow from operations. We did not incur additional debt or issue securities for cash.

Recent Material Developments

Acquisition of Healthy Lifestyle

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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 have 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, 2025 COMPARED TO THE YEAR ENDED JUNE 30, 2024

Revenues

Our online sales revenues increased to $17,837 during the year ended June 30, 2025 from $0 during the year ended June 30, 2024. This increase was a result of the Company beginning online sales of health and wellness products and services after their acquisition of 51% of Healthy Lifestyle in August 2024.

Our commission revenues increased to $576,931 during the year ended June 30, 2025 from $0 during the year ended June 30, 2024. This increase was a result of the Company receiving commissions for sales under agreements with third parties that began in October of 2024.

Cost of Revenues

Cost of revenues – online products were $8,094 and $0 during the years ended June 30, 2025 and 2024, respectively, and represent the cost associated with fulfilling orders placed by our online sales customers. The increase in cost of revenues – online products was a result of the Company beginning online sales of health and wellness products and services after their acquisition of 51% of Healthy Lifestyle in August 2024.

Selling and marketing expenses were $65,030 and $0 during the years ended June 30, 2025 and 2024, respectively, and represents the cost associated with informing, educating, and initiating sales of health and wellness products offered by a third party to customers. The increase in selling and marketing costs was a result of the Company entering the health and wellness industry during the year ended June 30, 2025.

General and administrative expenses decreased to $2,554,291 in the year ended June 30, 2025 from $9,279,955 in the year ended June 30, 2024. The decrease resulted primarily from non-cash stock-based compensation expense. We reported non-cash stock-based compensation of $599,542 and $8,300,000 in the year ended June 30, 2025 and 2024, respectively.

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Depreciation and amortization increased to $31,908 in the year ended June 30, 2025 from $0 in the year ended June 30, 2024. The increase in depreciation and amortization in the current fiscal year is due primarily to the purchase of property and equipment and intangible assets for use in the Company’s health and wellness business.

Change in fair value of Bitcoin for the year ended June 30, 2025, decreased to $0 in comparison to a gain of $327,126 for the year ended June 30, 2024.

In addition to the digital assets received as compensation for our mining services, we purchased various digital assets totaling $6,810,165 and $1,718,278 during the year ended June 30, 2025 and 2024, respectively. 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 and 2024, we received total proceeds of $8,380,352 and $5,891,683, respectively, from the sale of digital assets and incurred transactions fees totaling $56,058 and $110,864, respectively, which are recorded in General and administrative expenses in our Statement of Operations. We realized a gain (loss) on sale of digital assets of $(23,894) and $(118,110) in the year ended June 30, 2025 and 2024, respectively.

During the year ended June 30, 2025 and 2024, we impaired intangible assets and goodwill by recognizing an impairment expense of $752,125 and $0, respectively.

Other Income (Expense)

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

	2025			2024

Interest expense	$	(52,239	)	$	(83,046	)
Loss on settlement of payables		(56,887	)		-

	$	(109,126	)	$	(83,046	)

During the years ended June 30, 2025 and 2024, we had one note payable outstanding for $500,000 with a reduced interest rate of 10% per annum (agreed to by the lender effective April 1, 2024), resulting in a decrease in interest expense compared to the prior year.

During the years ended June 30, 2025 and 2024, we recognized a $56,887 loss and $0 gain, respectively, on settlement of payables with third-party vendors.

During the years ended June 30, 2025 and 2024, we recognized net losses from discontinued operations of $829,557 and $2,370,572, respectively, as the company strategically moved from the digital asset mining industry to health and wellness industry.

Net Loss Attributable to Shareholders

As a result, we reported a net loss of $3,607,145 in the year ended June 30, 2025, compared to a net loss of $12,012,228 in the year ended June 30, 2024.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

As of June 30, 2025, we had total current assets of $418,773, including cash of $401,310, receivables of $287, prepaid expenses and other current assets of $10,956, deposits, current of $6,000, and current assets held for sale of $220 and total current liabilities of $3,055,910. We had total stockholders’ deficit attributable to shareholders of $6,624,599 as of June 30, 2025 compared to a stockholders’ deficit of $3,865,451 as of June 30, 2024.

Sources and Uses of Cash

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, 2024, we used cash in operations of $1,059,934 as a result of our net loss from continuing operations of $9,153,785, a gain from the change in fair value of digital assets of $327,126, and an increase in prepaid expenses of $242,035, and decreases in accounts payable of $108,671, offset by increases accrued expenses of $81,389, amounts due to related party of $390,294, and non-cash expense of $8,300,000.

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 year ended June 30, 2024, net cash provided by investing activities – continuing operations was $4,173,405, comprised of net proceeds from the sale of digital assets of $5,891,683 offset by the purchase of digital assets of $1,718,278.

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

During the year ended June 30, 2024, we had net cash used in financing activities – continuing operations of $243,150 comprised of a repayment of notes payable of $125,000 and repayment of a related party short term advance of $118,150.

Going Concern

Historically, the Company has reported recurring net losses from operations and used net cash in operating activities. As of June 30, 2025, the Company’s current liabilities exceeded its current assets by $2,637,137 and the Company had an accumulated deficit of $88,673,880. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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

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

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SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 to the accompanying 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

Digital Assets

Digital assets are included in current assets in the Balance Sheets due to the Company’s ability to sell bitcoin in a highly liquid marketplace and the sale of bitcoin to fund operating expenses to support operations. The proceeds from the sale of digital assets and the purchase of digital assets are included within investing activities in the accompanying Statement of Cash Flows. Digital Assets awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy. The Company measures digital assets at fair value with changes recognized in operating expenses in the Statement of Operations. The Company tracks its cost basis of digital assets by-wallet in accordance with the first-in-first-out (“FIFO”) method of accounting.

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.

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Intangible Assets

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

Impairment of Long-Lived Assets

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

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates as one reporting unit. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not, the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. Goodwill of approximately $670,000 was 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 and 2024, we impaired goodwill by recognizing impairment expense of $670,329 and $0, respectively.

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.

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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. 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.

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:

	2025		2024

Commissions	$	576,931	$	-
Online sales, net		17,837		-

	$	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. Periodically, the third party computes the commission payable since the previous Reconciliation Date. The third party then pays the Company the amount due. The transactions price is set as the commissions to be received based on the agreed terms. The commissions are earned at a point in time upon the successful sale of products to a customer.

The timing of commission revenue recognition may differ from the timing of payment by the Company’s customers. The Company records a receivable when revenue is recognized prior to payment and there is an unconditional right to payment. As of June 30, 2025, the Company had receivables from commissions of $0.

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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 years 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, 2025, the Company had $287 of receivables for its online sales.

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Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with the mining pool operator. The transaction consideration the Company receives is net of a contractually agreed upon “pool fee percentage” charged and kept by the mining pool operator and is noncash, in the form of Bitcoin, which the Company measures at fair value on the date Bitcoin is received. This value is not materially different than the fair value at the moment we meet the performance obligation, which can be recalculated based on the contractual formula. The consideration is variable. The amount of consideration recognized is constrained to the amount of consideration received, which is when it is probable a significant reversal will not occur. There is no significant financing component or risk of a significant revenue reversal in these transactions due to the performance obligations and settlement of the transactions being on a daily basis.

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.

The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis:

Fair value measured as of June 30, 2025

Total carrying value

Level 1

Level 2

Level 3

Bitcoin

	Fair value measured as of June 30, 2024
	Total carrying value		Level 1		Level 2		Level 3
Bitcoin	$	1,714,076	$	1,714,076	$	-	$	-

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.

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As of June 30, 2025 and 2024, 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 December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The amendments in ASU No. 2023-08 are intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. The amendments are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements. The Company elected to early adopt ASU 2023-08 for the year ended June 30, 2024, effective as of July 1, 2023, which had a material impact on the Consolidated Financial Statements.

In November 2023, the FASB issued 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve the disclosures about reportable segments and include more detailed information about a reportable segment’s expenses. This ASU also requires that a public entity with a single reportable segment, like the Company, provide all of the disclosures required as part of the amendments and all existing disclosures required by Topic 280. The ASU should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We adopted ASU 2023-07 during the year ended June 30, 2025.

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, 2025 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.

Table of Contents

Item 8. Financial Statements and Supplementary Data.

MedWellAI, Inc.

TABLE OF CONTENTS

Index to Financial Statements		Page

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

Consolidated Balance Sheets as of June 30, 2025 and 2024		F-2

Consolidated Statements of Operations for the Years Ended June 30, 2025 and 2024		F-3

Consolidated Statement of Stockholders’ Equity (Deficit) for the Years Ended June 30, 2025 and 2024		F-4

Consolidated Statements of Cash Flows for the Years Ended June 30, 2025 and 2024		F-5

Notes to Consolidated Financial Statements		F-6

Table of Contents

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, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2025 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, 2025 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, 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

September 30, 2025

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MedWellAI, Inc.
CONSOLIDATED BALANCE SHEETS

	June 30,			June 30,
	2025			2024

ASSETS
Current assets:
Cash	$	401,310		$	57,815
Receivables		287			-
Digital Assets		-			1,714,076
Prepaid expenses and other current assets		10,956			249,200
Deposits, Current		6,000			-
Current assets held for sale		220			578,147
Total current assets		418,773			2,599,238

Other assets:
Property and equipment, net		42,069			-
Intangible assets, net		51,430			-
Operating lease right-of-use assets		95,509			-
Deposits, noncurrent		125,000			-
Other assets held for sale		72,719			1,343,453
Total other assets		386,727			1,343,453

TOTAL ASSETS	$	805,500		$	3,942,691

LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	123,620		$	132,115
Accrued expenses		62,837			27,632
Deferred revenue		203			-
Accrued preferred stock dividends		2,133,081			2,133,081
Operating lease liability, current		26,750			-
Due to related party		209,419			46,771
Notes payable in default, net of debt discount		500,000			500,000
Current liabilities held for sale		-			843,543
Total current liabilities		3,055,910			3,683,142
Long Term Liabilities
Sub-lease security deposit		7,500			-
Operating lease liability, long-term		77,525			-
Long term liabilities held for sale		-			-
Total Liabilities		3,140,935			3,683,142

Mezzanine:
Series C preferred stock, $0.01 par value, 3,000 shares authorized, 1,125 shares issued and outstanding as of June 30, 2025 and June 30, 2024		1,125,000			1,125,000
Series D preferred stock, $0.01 par value, 4,000 shares authorized, 3,000 shares issued and outstanding as of June 30, 2025 and June 30, 2024		3,000,000			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, 2025 and June 30, 2024		500			500
Series B preferred stock, $0.001 par value, 1,000,000 shares authorized, 130,000 shares issued and outstanding as of June 30, 2025 and June 30, 2024		130			130
Common stock payable		26,250			-
Common stock, $0.001 par value, 300,000,000 shares authorized, 6,186,580 and 5,064,492 shares issued and outstanding as of June 30, 2025 and June 30, 2024, respectively		6,183			5,064
Additional paid in capital		82,016,218			81,195,590
Accumulated deficit		(88,673,880	)		(85,066,735	)
Total Stockholders' deficit of MedWellAI, Inc. and Subsidiaries		(6,624,599	)		(3,865,451	)
Noncontrolling interest		164,164			-
Total stockholders' deficit		(6,460,435	)		(3,865,451	)

Total liabilities, mezzanine and stockholders' deficit	$	805,500		$	3,942,691

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,
	2025			2024

Revenue:
Commissions		576,931			-
Online sales, net		17,837			-
Total revenue		594,768			-

Costs and expenses:
Cost of revenues - online products		8,094			-
Selling and marketing		65,030			-
General and administrative		2,554,291			9,279,755
Depreciation and amortization		31,908			-
Change in fair value of digital assets		-			(327,126	)
Realized (gain) loss on sale/purchase of digital assets		23,894			118,110
Impairment expense		752,125			-
Total operating expenses		3,435,342			9,070,739

Income (loss) from operations		(2,840,574	)		(9,070,739	)

Other income (expense):
Interest expense		(52,239	)		(83,046	)
Loss on settlement of payables		(56,887	)		-
Total other income (expense)		(109,126	)		(83,046	)

Income (loss) from continued operations before income taxes		(2,949,700	)		(9,153,785	)
Provision for income taxes		-			-

Net income (loss) from continued operations		(2,949,700	)		(9,153,785	)
Net income (loss) from discontinued operations		(829,557	)		(2,370,572	)

Net income (loss)		(3,779,257	)		(11,524,357	)
Net income (loss) attributable to noncontrolling interest		(172,112	)		-
Net income (loss) attributable to MedWellAI, Inc.		(3,607,145	)		(11,524,357	)

Dividends on Preferred Stock		-			(487,871	)

Net income (loss) attributable to shareholders	$	(3,607,145	)	$	(12,012,228	)

Continuing operations:
Net income (loss) per common share attributable to shareholders, basic	$	(0.49	)	$	(2.18	)
Net income (loss) per common share attributable to shareholders, diluted	$	(0.49	)	$	(2.18	)

Weighted average number of common shares outstanding, basic		5,705,232			4,413,096
Weighted average number of common shares outstanding, diluted		5,705,232			4,413,096
Discontinuing operations:
Net income (loss) per common share attributable to shareholders, basic	$	(0.15	)	$	(0.65	)
Net income (loss) per common share attributable to shareholders, diluted	$	(0.15	)	$	(0.65	)

Weighted average number of common shares outstanding, basic		5,705,232			4,413,096
Weighted average number of common shares outstanding, diluted		5,705,232			4,413,096

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, 2025 AND 2024

	Series C				Series D				Series A				Series B						Common							Additional
	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock						Stock		Common Stock					Paid in			Accumulated			Noncontrolling
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Payable		Shares		Amount			Capital			Deficit			Interest			Total
Balance, June 30, 2023		1,125	$	1,125,000		3,000	$	3,000,000		500,000	$	500		100,000		$	100		$	-		2,864,492	$	2,864		$	72,588,520		$	(73,101,867	)	$	-		$	(509,883	)
Cumulative effect adjustment upon adoption of ASU 2023-08		-		-		-		-		-		-		-			-			-		-		-			-			47,360			-			47,360
Issuance of common stock for conversion of Series B preferred stock		-		-		-		-		-		-		(20,000	)		(20	)		-		2,000,000		2,000			(1,980	)		-			-			-
Issuance of Series B preferred stock for related party compensation		-		-		-		-		-		-		50,000			50			-		-		-			8,299,950			-			-			8,300,000
Issuance of common stock for the purchase of bitcoin miners		-		-		-		-		-		-		-			-			-		200,000		200			309,100			-			-			309,300
Preferred stock dividends		-		-		-		-		-		-		-			-			-		-		-			-			(487,871	)		-			(487,871	)
Net loss		-		-		-		-		-		-		-			-			-		-		-			-			(11,524,357	)		-			(11,524,357	)
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 Lifestyle USA LLC		-		-		-		-		-		-		-			-			-		97,088		97			99,903			-			-			100,000
Recognition of noncontrolling interest in acquisition		-		-		-		-		-		-		-			-			-		-		-			-			-			336,276			336,276
Common stock issued for services		-		-		-		-		-		-		-			-			26,250		875,000		875			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		$	26,250		6,186,580	$	6,183		$	82,016,218		$	(88,673,880	)	$	164,164		$	(6,460,435	)

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

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MedWellAI, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended June 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) from continuing operations	$	(2,949,700	)	$	(9,153,785	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		31,907			-
Impairment expense		752,125			-
Stock-based compensation - related party		-			8,300,000
Stock-based compensation		599,542			-
Realized loss (gain) on sale/purchase of digital assets		23,894			-
Loss on settlement of payables		56,887			-
Lease cost, net of repayment		14,766			-
Change in fair value of digital assets		-			(327,126	)
Operating cost paid with digital assets		3,244			-
Changes in operating assets and liabilities:
Receivables		2,588			-
Digital currencies		-			-
Prepaid expenses and other current assets		115,034			(242,035	)
Accounts payable		99,594			(108,671	)
Accrued expenses		35,205			81,389
Deferred revenue		203			-
Due to related party		279,399			390,294
Net cash provided by (used in) operating activities - continuing		(935,312	)		(1,059,934	)
Net cash provided by (used in) operating activities - discontinuing		86,781			(3,068,764	)
Net cash provided by (used in) operating activities		(848,531	)		(4,128,698	)

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			5,891,683
Purchase of digital assets		(6,810,165	)		(1,718,278	)
Purchase of property and equipment		(2,242	)		-
Purchase of leasehold improvements		(40,885	)		-
Purchase of intangible assets		(186,025	)		-
Cash deposit received from subtenant		7,500			-
Net cash provided by (used in) investing activities - continuing		1,103,246			4,173,405
Net cash provided by (used in) investing activities - discontinuing		88,780			(1,740	)
Net cash provided by (used in) investing activities		1,192,026			4,171,665

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of accrued interest on note payable		-			(125,000	)
Repayment of related party advance		-			(118,150	)
Net cash provided by (used in) financing activities - continuing		-			(243,150	)
Net cash provided by (used in) financing activities - discontinuing		-			-
Net cash provided by (used in) financing activities		-			(243,150	)

Net increase (decrease) in cash		343,495			(200,183	)
Cash, cash equivalents, and restricted cash - beginning of period		57,815			257,998
Cash, cash equivalents, and restricted cash - end of period	$	401,310		$	57,815

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	30,000		$	76,657
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		$	-
Accrued compensation repaid with digital assets	$	-		$	640,661
Accrued preferred stock dividends	$	-		$	487,871
Cumulative effect upon adoption of ASU 2023-08	$	-		$	47,360
Conversion of Series B preferred stock for common stock	$	-		$	2,000
Payment of amounts due to related party with digital assets	$	116,751		$	-
Interest on notes payable paid with digital assets	$	-		$	50,000
Non-cash investing and financing activities - discontinuing:
Common stock issued for purchase of bitcoin miners	$	-		$	309,300
Purchase of bitcoin miners with digital assets	$	-		$	36,750

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, 2025 and 2024

1. ORGANIZATION

Organization

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.

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, 2025.

Receivables

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Digital Assets

Digital assets are included in current assets in the Balance Sheets due to the Company’s ability to sell bitcoin in a highly liquid marketplace and the sale of bitcoin to fund operating expenses to support operations. The proceeds from the sale of digital assets and the purchase of digital assets are included within investing activities in the accompanying Statement of Cash Flows. Digital Assets awarded to the Company through its mining activities, a discontinued operation, were accounted for in connection with the Company’s revenue recognition policy. Following the adoption of ASU 2023-08 effective July 1, 2023, the Company measures digital assets at fair value with changes recognized in operating expenses in the Statement of Operations. The Company tracks its cost basis of digital assets by-wallet in accordance with the first-in-first-out (“FIFO”) method of accounting. Refer to Note 5. Digital Assets, for further information regarding the Company’s impact of the adoption of ASU 2023-08.

Property and Equipment

Intangible Assets

Impairment of Long-Lived Assets

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 and 2024, we impaired goodwill by recognizing impairment expense of $670,329 and $0, respectively.

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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 16. Discontinued Operations.

Mezzanine

Stock-Based Compensation

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Revenue Recognition

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

	2025		2024

Commissions	$	576,931	$	-
Online sales, net		17,837		-
	$	594,768	$	-

During the year ended June 30, 2025 we had a concentration of revenue to one customer representing approximately 96% of our total revenue.

Commissions

Online Sales

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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, 2024 and 2023, basic and diluted income per share were the same, as all securities had an antidilutive effect.

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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:

	2025		2024

Convertible preferred stock		13,233,588		13,233,588

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 following tables present the Company’s assets and liabilities measured at fair value on a recurring basis:

Fair value measured as of June 30, 2025

Total carrying value

Level 1

Level 2

Level 3

Bitcoin (see NOTE 5)

	Fair value measured as of June 30, 2024
	Total carrying value		Level 1		Level 2		Level 3
Bitcoin (see NOTE 5)	$	1,714,076	$	1,714,076	$	-	$	-

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

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Recently Issued Accounting Pronouncements

In November 2023, the FASB issued 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve the disclosures about reportable segments and include more detailed information about a reportable segment’s expenses. This ASU also requires that a public entity with a single reportable segment, like the Company, provide all of the disclosures required as part of the amendments and all existing disclosures required by Topic 280. The ASU should be applied retrospectively to all prior periods presented in the consolidated financial statements and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We adopted ASU 2023-07 during the year ended June 30, 2025. See Note 4. Operating Segments for further detail.

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

3. GOING CONCERN

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.

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4. OPERATING SEGMENTS

The Company operates as a single operating segment, focusing on acquiring, launching, and operating companies in the rapidly growing health and wellness sector.

The accounting policies of the operating segment are the same as those described in the summary of significant accounting policies. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income (loss) that is reported on the income statement. The measure of segment assets is reported on the balance sheet as total assets.

5. DIGITAL ASSETS

Adoption of ASU 2023-08, Accounting for and Disclosure of Crypto Assets

Effective July 1, 2023, the Company early adopted ASU 2023-08, which requires entities to measure crypto assets at fair value with changes recognized in the Statement of Operations each reporting period. The Company’s digital assets are within the scope of ASU 2023-08 and the transition guidance requires a cumulative-effect adjustment as of the beginning of the current fiscal year for any difference between the carrying amount of the Company’s digital assets and fair value. As a result of the Company’s early adoption of ASU 2023-08, the Company recorded a $47,360 increase to digital assets and a $47,360 decrease to accumulated deficit on the Balance Sheets as of the beginning of the fiscal year ended June 30, 2024.

The following table presents the Company’s significant Digital Asset holdings as of June 30, 2025 and June 30, 2024, respectively:

Quantity

Cost Basis

Fair Value

Bitcoin

Total digital assets held as of June 30, 2025

	Quantity		Cost Basis		Fair Value
Bitcoin		27.35	$	1,824,999	$	1,714,076
Total digital assets held as of June 30, 2024			$	1,824,999	$	1,714,076

The following table presents a roll-forward of total digital assets for the year ended June 30, 2025, based on the fair value model under ASU 2023-08:

	Fair Value
Balance as of June 30, 2024	$	1,714,076
Operating expenses paid with digital assets		(3,244	)
Amount due to related party paid with digital assets		(116,751	)
Proceeds from sale of digital assets		(8,380,352	)
Purchase of digital assets		6,810,165
Realized gain (loss) on sales/purchase of digital assets		(23,894	)
Balance as of June 30, 2025	$	-

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The following table presents a roll-forward of total digital assets for the year ended June 30, 2024, based on the fair value model under ASU 2023-08:

	Fair Value
Balance as of June 30, 2023	$	447,425
Cumulative effect upon adoption of ASU 2023-08		47,360
Revenue recognized from Bitcoin mined (137.07 BTC) ^[1]		5,863,935
Proceeds from sale of Digital Assets		(5,891,683	)
Purchase of Digital Assets		1,718,278
Operating expenses paid with Digital Assets ^[1]		(70,954	)
Amount due to related party paid with Digital Assets		(640,661	)
Purchase of property and equipment with Digital Assets		(36,750	)
Accrued interest on notes payable paid with Digital Assets		(50,000	)
Change in fair value of Digital Assets		327,126
Balance as of June 30, 2024	$	1,714,076

^[1] Revenue and expenses from bitcoin mined are presented as discontinued operations

6. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at June 30:

	2025			2024

Furniture and equipment	$	2,242		$	-
Leasehold improvements		40,885			-

Total		43,127			-
Less accumulated depreciation and amortization		(1,058	)		-

Net	$	42,069		$	-

Depreciation expense, for the years ended June 30, 2025 and 2024 was $1,058 and $0, respectively.

7. INTANGIBLE ASSETS

Intangible assets consisted of the following at June 30:

	Useful Lives	2025			2024

Website	3 years	$	71,250		$	-
Less accumulated amortization			(19,820	)		-
Net website		$	51,430		$	-

Software	3 years	$	138,525		$	-
Less accumulated amortization			(11,029	)		-
Less impairment			(62,496	)
Net software		$	-		$	-

Domain name	10 years	$	16,500		$	-
Less impairment			(16,500	)		-
Net domain name		$	-		$	-

Trademark	10 years	$	2,800		$	-
Less impairment			(2,800	)		-
Net trademark		$	-		$	-

Total intangible assets, net		$	51,430		$	-

Amortization expense for the years ended June 30, 2025 and 2024 was $30,849 and $0, respectively.

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8. BUSINESS COMBINATION

On August 29, 2024, the Company through MedWell Direct, consummated its acquisition of 51% of the membership interests (the “Membership Interests”) of Healthy Lifestyle, pursuant to execution and delivery of that certain membership interest purchase agreement, dated as of August 14, 2024 (the “Purchase Agreement”), between MedWell, Healthy Lifestyle, and the members (the “Selling Members”) of Healthy Lifestyle.

The purchase price for the Membership Interests was $350,000, consisting of $250,000 in cash and 97,087 shares of the Company’s common stock (the “Purchase Shares”) with a market value of $100,000. The number of Purchased Shares was based on the $1.03 closing price of the Company’s common stock on the OTCQB marketplace on August 28, 2024, the date immediately preceding the closing date. The Selling Members were also entitled to a potential post-closing earn-out payment of up to $300,000 in cash and $100,000 in common stock based on Healthy Lifestyle’s financial performance. To earn the post-closing earn-out, Healthy Lifestyle must have achieved or exceed gross revenue of within 20% of approximately $1.7 million and a minimum profit margin of 10% during the 30-day period from day 90 to day 120 post-closing. As these targets were not met, the Company is not obligated to pay the post-closing earn-out payment.

The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date as outlined in the table below. The excess of the purchase price over the fair values of the identifiable assets acquired, liabilities assumed, and non-controlling interest was allocated to goodwill. The fair value of the noncontrolling interest was based on the price the Company paid for their 51% of their controlling interest. The goodwill represents expected synergies from the combined operations.

The allocation of the purchase price and the estimated fair market values of the assets acquired, liabilities assumed, and noncontrolling interest are shown below:

Cash	$	4,710
Prepaids		7,790
Receivable		2,875
Intangible assets		19,300
Total assets acquired		34,675

Accounts payable		18,729
Total liabilities assumed		18,729

Net assets acquired	$	15,946

Total consideration for 51% purchase	$	350,000

Implied value of Healthy Lifestyle	$	686,275

Net assets acquired		(15,946	)

Total goodwill created	$	670,329

Noncontrolling interest (49% x $686,275)	$	336,276

During the year ended June 30, 2025 and 2024, we impaired goodwill by recognizing impairment expense of $670,329 and $0, respectively.

The table below represents the pro forma revenue and net income (loss) for the years ended June 30, 2025 and 2024, assuming the acquisition had occurred on July 1, 2023, pursuant to ASC Subtopic 805-10-50. This pro forma information does not purport to represent what the actual results of our operations would have been had the acquisition occurred on this date nor does it purport to predict the results of operations for future periods.

	June 30, 2025			June 30, 2024
Revenue	$	17,837		$	250
Net (loss)	$	(387,030	)	$	(38,961	)
Loss per common share	$	(0.07	)	$	(0.01	)

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9. 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 monthly lease payments are $2,000 the first year, $2,250 for the second year, $2,500 for the third year, $2,750 for the fourth year, and $3,000 for the fifth year of the lease. On the commencement date of the lease, the Company recorded $112,746 related to the ROU asset and lease liability.

Operating lease expense was $26,766 and $0 for the years ended June 30, 2025 and June 30, 2024, respectively. Operating cash flows used for the operating leases during the years ended June 30, 2025 and 2024, was $12,000 and $0, respectively. As of June 30, 2025, the weighted average remaining lease term was 4.09 years, and the weighted average discount rate was 10%.

Future minimum lease payments under the lease as of June 30, 2025, were as follows:

2026	$	32,750
2027		29,750
2028		32,750
2029		35,750
Thereafter		3,000
Total		134,000
Less: Interest		(29,725	)
Present value of lease liability		104,275
Operating lease liability, current ^[1]		(26,750	)
Operating lease liability, long term	$	77,525

^[1]

Represents lease payments to be made in the next 12 months.

10. RELATED PARTY TRANSACTIONS

We have one executive officer, Steve Rubakh, who is currently our only full-time employee and 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 year ended June 30, 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.

During the year ended June 30, 2024, Mr. Rubakh’s annual salary was $250,000 ($62,500 quarterly). In addition, $300,000 of bonuses ($100,000 during the six months ended December 31, 2023 and $200,000 during the six months ended June 30, 2024) were approved by the Board of Directors. Additionally, the Company issued to Mr. Rubakh 50,000 shares of Series B convertible preferred stock valued on an “as converted to common” basis at $8,300,000, using the closing market price of the Company’s common stock. Each share of Series B preferred stock is convertible into 100 shares of the Company’s common stock. This non-cash, related party stock-based compensation is included in operating expenses in the accompanying statements of operations.

Total compensation expense included in general and administrative expenses was $650,000 and $8,850,000 for the years ended June 30, 2025 and 2024, respectively. Amounts due to related party, consisting of accrued salary to Mr. Rubakh, totaled $209,419 and $46,771 as of June 30, 2025 and June 30, 2024, respectively.

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During the year ended June 30, 2024, Mr. Rubakh converted 20,000 shares of Series B preferred stock into 2,000,000 shares of common stock in a transaction recorded at the par value of the shares.

On December 15, 2021, the Company and Tioga Holding, LLC, a related party owned 50% by Mr. Rubakh, entered into a Property Lease and Power Purchase Agreement for the use by the Company of facilities located in Tioga, Pennsylvania. The Company’s sole obligation under the agreement is to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. The term of the agreement is 36 months. Mining operations at this facility terminated in September 2023 due to the significant increase in power cost by the local utility. During the year ended June 30, 2025 and 2024, the Company incurred power expense of $0 and $96,527 from Tioga Holdings, LLC.

11. 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 bares 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 $81,389 of interest expense during the year ended June 30, 2025 and 2024, respectively. The Company repaid $30,000 cash and $125,000 ($75,000 via cash and $50,000 via Bitcoin) during the year ended June 30, 2025 and 2024, respectively. As of June 30, 2025, this note was in default due to nonpayment before the maturity date.

12. 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 may be 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, 2025 and 2024, the Company accrued Series C preferred stock dividends of $378,206 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 and 2024, 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.

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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 may be 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 and 2024, the Company accrued Series D preferred stock dividends of $1,754,875 and $1,754,875, respectively.

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

The holders of the Series D 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 and 2024, 3,000 shares of Series D preferred stock were issued and outstanding and recorded as mezzanine due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company.

13. 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, 2025 and 2024, 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 1,000,000 shares.

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During the year ended June 30, 2024, in accordance with the Conversion Ratio of the Series B preferred stock, Mr. Rubakh converted 20,000 shares of Series B preferred stock into 2,000,000 shares of common stock in a transaction recorded at the par value of the shares.

For services provided during the year ended June 30, 2024, the Company issued to Mr. Rubakh 50,000 shares of Series B convertible preferred stock valued on an “as converted to common” basis at $8,300,000, using the closing market price of the Company’s common stock. Each share of Series B preferred stock is convertible into 100 shares of the Company’s common stock. This non-cash, related party stock-based compensation is included in operating expenses in the accompanying statements of operations.

The Company had 130,000 and 130,000 shares issued and outstanding as of June 30, 2025 and 2024, respectively.

Common Stock

As of June 30, 2025, we were authorized to issue up to 300,000,000 shares of common stock with a par value of $0.001.

The Company had 6,186,580 and 5,064,492 common shares issued and outstanding as of June 30, 2025 and 2024, respectively.

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 (see Note 8. Business Combination). Additionally, the Company issued 875,000 shares of its common stock and recognized $599,592 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 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, we had agreed to issue an additional 150,000 shares of our common stock to vest during future periods which will result in an additional $106,708 of stock-based compensation expense. 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.

During the year ended June 30, 2024, the Company issued a total of 2,200,000 shares of its common stock: 2,000,000 in conversion of Series B preferred stock recorded at par value of $2,000 and 200,000 shares for the purchase of bitcoin miners recorded at the fair value of the shares or $309,300.

14. 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, 2025. The lease agreement states that any extension or renewal of this lease shall require the execution of a new lease agreement with new terms and conditions and therefore the Company considers this a short-term lease.

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15. INCOME TAXES

For the years ended June 30, 2025 and 2024, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances.

As of June 30, 2025, the Company has net operating loss carry forwards of approximately $17.6 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.

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,
	2025			2024

Tax benefit at the statutory rate	$	(793,644	)	$	(2,385,012	)
State income taxes, net of federal income tax benefit		1,390,469			412,104
Non-deductible items		298,644			2,572,289
Non-taxable items					-
Change in valuation allowance		(895,469	)		(599,381	)

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 2024 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, 2025 and 2024, respectively, are as follows:

	June 30,
	2025			2024

Net operating loss carryforward	$	3,696,356		$	3,108,883
Accumulated depreciation		(21,904	)		(329,900	)
Less valuation allowance		(3,674,452	)		(2,778,983	)

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, 2025 and 2024 were fully offset by a 100% valuation allowance.

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16. DISCONTINUED OPERATIONS

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

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

	June 30,
	2025		2024
Major classes of assets included as held for sale
Prepaid expenses and other current assets	$	220	$	-
Deposits, current		-		578,147
Current assets held for sale		220		578,147

Property and equipment, net		72,719		1,343,453
Other assets held for sale		72,719		1,343,453

Total major classes of assets held for sale in the consolidated balance sheets	$	72,939	$	1,921,600

Major classes of liabilities included as discontinued operations
Accounts payable	$	-	$	843,543

Total major classes of liabilities held for sale in the consolidated balance sheets	$	-	$	843,543

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,
	2025			2024
Major classes of line items constituting net income (loss) from discontinued operations
Digital asset mining revenue	$	-		$	5,863,935
Cost of revenues – energy, hosting, and other		-			(3,930,336	)
Depreciation and amortization		(1,097,276	)		(2,835,225	)
Loss on disposition of property and equipment		-			(367,404	)
Impairment expense		(173,458	)		(1,101,542	)
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	$	(829,557	)	$	(2,370,572	)

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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 years ended June 30, 2025 and 2024, the Company discontinued the use of damaged or non-serviceable mining equipment and wrote off its net book value of $0 and $367,404, respectively, to loss on disposition of property and equipment.

During the year ended June 30, 2025 and 2024, we impaired mining equipment and recognized impairment expense of $103,410 and $1,101,542, 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, 2025 and 2024, we recognized a $88,780 and $0 gain, respectively, on the sale of property and equipment for the sale of 304 miners.

17. 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:

The Company entered into a share exchange agreement, pursuant to which, on 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 preferred stock. Per the share exchange agreement, 1,500 shares of Series C Preferred Stock and 3,000 shares of Series D Preferred Stock will be exchanged for 6,500 Series C Preferred shares. Concurrent to this agreement, $2,133,081 in accrued and unpaid dividends will be retired.

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 (the “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 Certificate of Amendment), holders of Series C 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 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 Certificate of Amendment. The number of shares of Common Stock issuable upon conversion by dividing the Stated Value of the Series 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.

F-22

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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 Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this 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 Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:

As of June 30, 2025, we did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

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	2.	As of June 30, 2025, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls and engaged an outside financial consultant to lessen the issue of segregation of duties over accounting, financial close procedures and controls over financial statement disclosure. Accordingly, management has determined that this control deficiency constitutes a material weakness.

	3.	As of June 30, 2025, we did not establish a written policy for the approval, identification and authorization of related party transactions. Accordingly, management has determined that this control deficiency constitutes a material weakness.

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

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting through the date of this report or during the quarter ended June 30, 2025, 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, 2026.

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	62	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 the NYSE. 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.

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.

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Other Information about our Board of Directors

During our fiscal year ended June 30, 2025, our Board of Directors acted by written consent 15 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 believe that we did not need to, and we did not file any Forms 3, 4 or 5 during the fiscal year ended June 30, 2025.

Item 11. Executive Compensation.

General

We have one executive officer, who is currently our only employee. Mr. Rubakh is paid an annual salary established by the Board of Directors, bonuses as determined by the Board of Directors, and is issued shares of Series B preferred stock on a quarterly basis for additional compensation. The number and timing of Series B preferred shares issued to Mr. Rubakh is at the discretion of the Board of Directors. 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.

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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, 2025 and 2024 awarded to, earned by or paid to our executive officer.

Name and Principal Position	Year	Salary ⁽²⁾ ($)		Bonus ⁽²⁾ ($)		Stock Awards ⁽³⁾ ($)		Option and Warrant Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Steve Rubakh	2025		250,000		400,000		-		-		-		-		-		650,000
Chief Executive Officer, Chief Financial Officer and Director(1)	2024		250,000		300,000		8,300,000		-		-		-		-		8,850,000

	(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 $50,000 per quarter beginning the quarter ended June 30, 2021 and $100,000 per quarter beginning the quarter ended March 31, 2024.

	(3)	For the years ended June 30, 2025 and 2024, the Board of Directors authorized the issuance of 0 and 50,000 shares of Series B preferred stock, respectively, as part of Mr. Rubakh’s compensation package. The Series B preferred stock is convertible into 100 shares of common stock and is valued for financial reporting purposes on an “as converted to common” basis, using the closing market price of the Company’s common stock on the issuance date.

Accrued compensation payable to Steve Rubakh as of June 30, 2025 and 2024 was $209,419 and $46,771, respectively.

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 and Series B preferred stock as of September 24, 2025, 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.

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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.

	Name of	Amount and Nature of			Percent of			Total Voting
Title of Class	Beneficial Owners	Ownership⁽¹⁾			Class⁽²⁾			Shares

Common stock, $0.001 par value	Steve Rubakh⁽³⁾ 2380 Drew Street, Suite 3, Clearwater, Florida 33765		3,153,701	⁽³⁾		50.6	%		3,153,701	⁽³⁾

Series A preferred stock, $0.001 par value	Steve Rubakh⁽³⁾⁽⁴⁾		500,000			100	%		500,000,000

Series B preferred stock, $0.001 par value	Steve Rubakh⁽³⁾⁽⁵⁾		130,000			100	%		13,000,000

Series C preferred stock, $0.001 par value	BHP Capital NY, Inc. ⁽⁶⁾		6,500			100	%		13,163,224

Total voting shares	Steve Rubakh								516,153,701

All officers and directors (one person)									516,153,701

Percentage of voting shares									96.95	%

*less than 1%

(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. 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. For each Beneficial Owner listed, any options or convertible securities exercisable or convertible within 60 days have been also included for purposes of calculating their beneficial ownership of outstanding common stock.

(2)	As of September 24, 2025, a total of 6,236,580 shares of the Company’s common stock are outstanding.

(3)	Mr. Rubakh owns 2,859,797 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 3,153,701 shares of common stock. 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. Mr. Rubakh also owns all of the outstanding 500,000 shares of the super-voting Series A Preferred stock representing 500,000,000 voting shares.

(4)	The Series A preferred stock is not convertible into common stock but is representative of 50,000,000 shares of common stock solely for voting purposes.

(5)	As of September 24, 2025, a total of 130,000 shares of the Company’s Series B preferred stock are outstanding. The Series B preferred stock is convertible into 13,000,000 shares of common stock, and the holder has the right to vote, together with holders of Common Stock, on an as “converted basis.”
(6)	As of September 24, 2025, a total of 6,500 Series C preferred stock are outstanding. The Series C preferred stock is convertible into 13,163,224 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.

Applicable percentage ownership in the preceding table is based on approximately 6,236,580 shares of common stock outstanding as of September 24, 2025 plus, for everyone, any securities that individual has the right to acquire within 60 days of September 24, 2025. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. The number of shares shown as beneficially owned in the tables below are calculated pursuant to Rule 13d-3(d)(1) of the Exchange Act. Under Rule 13d-3(d)(1), shares not outstanding that are subject to options, warrants, rights or conversion privileges exercisable 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.

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Changes in Control

None.

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

Certain Relationships and Related Transactions

We have one executive officer, Steve Rubakh, who is currently our only full-time employee and sole member of our Board of Directors. Mr. Rubakh is paid an annual salary established by the Board of Directors, bonuses as determined by the Board of Directors, and is issued shares of Series B preferred stock on a quarterly basis for additional compensation. The number and timing of Series B preferred shares issued to Mr. Rubakh is at the discretion of 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 $550,000 for the years ended June 30, 2025 and 2024, respectively. Amounts due to related party, consisting of accrued salary to Mr. Rubakh, totaled $209,419 and $46,771 as of June 30, 2025 and 2024, respectively.

During the year ended June 30, 2024, the Company issued to Mr. Rubakh 50,000 shares of Series B convertible preferred stock valued on an “as converted to common” basis at $8,300,000, using the closing market price of the Company’s common stock on that date. Each share of Series B preferred stock is convertible into 100 shares of the Company’s common stock. This non-cash, related party stock-based compensation is included in operating expenses in the accompanying statements of operations.

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, 2025 and 2024, 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 $74,250 and $70,000, 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, 2025 and 2024, the aggregate fees billed by M&K CPAS PLLC for audit-related fees were $2,750 and $0, 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.

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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 following documents are filed as part of this Annual Report: 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 as follows, which 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		Certificate of Incorporation of the Company [Incorporated by reference to Exhibit 2 to Company’s Registration Statement on Form S-1, filed with the SEC on June 7, 2011]

3.2		Bylaws of the Company [Incorporated by reference to Exhibit 3 to Company’s Registration Statement on Form S-1, filed with the SEC on June 7, 2011]

3.1(a)		Certificate of Amendment, filed 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, 2015]

3.1(b)		Certificate of Designations of the Company’s Series A Preferred Stock, filed March 12, 2015 [Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2015]

3.2(a)		Amendment to Exhibit A to the Company’s By-Laws, 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]

3.1(c)		Certificate of Amendment to Articles of Incorporation, filed August 3, 2016, with the Secretary of State of Nevada [Incorporated by reference to Exhibit 3.1(c) to our Current Report on Form 8-K, filed with the SEC on August 11, 2016]

3.1(d)		Certificate of Correction, 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, filed with the SEC on November 18, 2016]

3.1(e)		Certificate of Designation for the Company’s Series B Preferred Stock, filed with the Secretary of State of Nevada on December 21, 2015 [Incorporated by reference to Exhibit 3.1(e) to our Annual Report on Form 10-K, filed with the SEC on September 14, 2017]

3.1(f)		Certificate of Amendment, filed with the Secretary of State of Nevada 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]

3.1(g)		Articles of Merger for the merger of the Company’s wholly-owned subsidiary, Interactive Ventures, Inc., into the Company, filed with the Secretary of State of Nevada 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]

3.1(h)		Certificate of Amendment, filed with the Secretary of State of Nevada 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]

3.1(i)		Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock filed January 20, 2021, as amended January 21, 2021 [Incorporated by reference to Exhibit 3.1(j) to our Current Report on Form 8-K/A, filed with the SEC on January 29, 2021]

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

3.1(k)		Certificate of Change [Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on April 21, 2023]

3.1(l)		Certificate of Correction to the Certificate of Change [Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on April 21, 2023]

4.1		Form of Warrant in connection with Securities Purchase Agreement, dated as of March 30, 2021, by and between the Company and the Purchasers [Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on April 2, 2021]

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]

4.3		Form of September 13 Amendment Agreement [Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on September 16, 2022]

4.4		Form of September 15 Amendment Agreement [Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on September 16, 2022]

4.5		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]

4.6		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		Amendment dated November 16, 2020 to Securities Purchase Agreement, dated August 4, 2020, between the Company and Eagle Equities, LLC, and to Convertible Redeemable Note due February 4, 2020 issued August 4, 2020 to Eagle Equities, LLC [Incorporated by reference to Exhibit 10.35 to our Current Report on Form 8-K, filed with the SEC on November 18, 2020]

10.2		Securities Purchase Agreement, dated as of August 4, 2020, between the Company and Eagle Equities, LLC [Incorporated by reference to Exhibit 10.33 to our Current Report on Form 8-K, filed with the SEC on August 10, 2020]

10.3		Form of Convertible Redeemable Note due February 4, 2020 issued August 4, 2020 to Eagle Equities, LLC [Incorporated by reference to Exhibit 10.34 to our Current Report on Form 8-K, filed with the SEC on August 10, 2020]

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10.4		Securities Purchase Agreement, dated as of January 14, 2021, between the Company and BHP Capital NY, Inc. [Incorporated by reference to Exhibit 10.36 to our Current Report on Form 8-K filed with the SEC on January 28, 2021]

10.5		Securities Purchase Agreement, dated as of February 18, 2021, between the Company and BHP Capital NY, Inc. [Incorporated by reference to Exhibit 10.37 to our Current Report on Form 8-K filed with the SEC on February 25, 2021]

10.6		Common Stock Purchase Warrant, issued February 18, 2021, by the Company to BHP Capital NY , Inc. [Incorporated by reference to Exhibit 10.38 to our Current Report on Form 8-K filed with the SEC on February 25, 2021]

10.7		Form of Securities Purchase Agreement, dated as of March 30, 2021, by and between the Company and the Purchasers [Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 2, 2021]

10.8		Form of Lock-Up in connection with Securities Purchase Agreement, dated as of March 30, 2021, by and between the Company and the Purchasers [Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on April 2, 2021]

10.9		Form of Non-Fixed Price Sales and Purchase Agreement, dated as of April 12, 2021, by and between the Company and Bitmain [Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 15, 2021]

10.10		Master Agreement, dated March 8, 2021, by and between the Company and Compute North LLC [Incorporated by reference to Exhibit 10.10 to our Form 10-K filed September 24, 2021]

10.11		Securities Purchase Agreement, dated as of February 5, 2021, by and between the Company and BHP Capital NY, Inc. [Incorporate by reference to Exhibit 10.11 to our Form 10-K filed September 24, 2021]

10.12		Property Lease and Power Purchase Agreement, dated as of December 15, 2021, between the Company and Tioga Holding, LLC [Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on February 11, 2022]

10.13		Form of Security Agreement [Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 6, 2022]

10.14		Membership Interest Purchase Agreement between MedWell Direct, LLC, Healthy Lifestyle USA LLC, and the Selling Members [Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 3, 2024]

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

32.1		Section 1350 Certification of Principal Executive Officer and Principal Financial Officer, filed herewith

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 of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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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

September 30, 2025

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

September 30, 2025

Steve Rubakh, Chief Executive Officer,

Chief Financial Officer, and Director

(Principal Executive Officer and Principal Financial and Accounting Officer)

Date