Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis or Financial Condition and Results of Operations.

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

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

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

GENERAL

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

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.

Financial

Revenues from commissions were $94,887 and $0 for the three months ended September 30, 2025 and 2024, respectively.

Revenues from online sales, which are no longer pursued due to regulatory hurdles, were $1,207 and $1,148 for the three months ended September 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 since June 30, 2024 have been sufficient to fund operations. During the three months ended September 30, 2024, the Company's digital asset mining operations remained disconnected and were classified as discontinued operations. During the three months ended September 30, 2025 and 2024, we generated negative cash flow from operations. We did not incur additional debt or issue securities for cash.

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Recent Material Developments

Effective August 1, 2025, the Company amended and restated the Certificate of Designation for its Series C Preferred Stock, effecting the consolidation of the Series C Preferred Stock and Series D Preferred Stock classes into a single series of convertible preferred stock. Per the share exchange agreement, 1,500 shares of Series C Preferred Stock and 3,000 shares of Series D Preferred Stock were exchanged for 6,500 Series C Convertible Preferred shares. Concurrent to this agreement, $2,133,081 in accrued and unpaid dividends were retired.

Financial Operations Review

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

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2024

Revenues

Our commission revenues increased to $94,887 during the three months ended September 30, 2025 from $0 during the three months ended September 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.

Our online sales revenues increased to $1,207 during the three months ended September 30, 2025 from $1,148 during the three months ended September 30, 2024. This increase was remnants of online sales of health and wellness products and services. The Company has exited online sales during the year ended June 2025 and will no longer earn revenue in this area.

Cost of Revenues

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

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

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General and administrative expenses increased to $395,497 in the three months ended September 30, 2025 from $335,214 in three months ended September 30, 2024. The increase resulted primarily from non-cash stock-based compensation expense.

Depreciation and amortization increased to $8,307 in the three months ended September 30, 2025 from $2,792 in the three months ended September 30, 2024. The increase is due primarily to the purchase of intangible assets and leasehold improvements for use in the Company's health and wellness business.

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

The Company discontinued the purchase of digital assets in the year ended June 30, 2025 and as a result did not incur any transactions related to digital assets during the three months ended September 30, 2025. However, during the three months ended September 30, 2024 we purchased various digital assets totaling $1,160,102. 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 three months ended September 30, 2024 we received total proceeds of $2,449,448 from the sale of digital assets and incurred transactions fees totaling $13,019 which were recorded in General and administrative expenses in our Statement of Operations. We realized a loss on sale of digital assets of $271,276 in the three months ended September 30, 2024.

During the three months ended September 30, 2025 and 2024, we did not report any gain or loss on the disposal of property and equipment and did not impaired intangible assets.

Other Income (Expense)

Our other income (expense) was comprised of the following for the three months ended September 30:

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

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

During the three months ended September, 2025 and 2024, we recognized a $0 and $56,887 loss, respectively, on settlement of payables with a third-party vendor.

During the three months ended September 30, 2025 we exchanged 1,125 Series C and 3,000 Series D preferred shares for 6,500 Series C convertible preferred shares. As a result, during the three months ended September, 2025 and 2024 we recognized a $241,918 loss and $0 on exchange of Series C and D preferred shares.

During the three months ended September 30, 2025 and 2024, we recognized net losses from discontinued operations of $72,719 and $584,318, respectively, as the Company strategically moved from the digital asset mining industry to health and wellness industry.

Net Loss Attributable to shareholders

As a result, during the three months ended September 30, 2025 and 2024, we reported a net loss attributable to shareholders of $651,878 and $1,216,047, respectively.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

As of September, 2025, we had total current assets of $241,641, including cash of $223,221 and prepaid expenses and other current assets of $12,200, deposits, current of $6,000, and current assets held for sale of $220 and total current liabilities of $7,534,367. We had total stockholders' deficit attributable to shareholders of $7,227,227 as of September 30, 2025 compared to a stockholders' deficit of $6,624,599 as of June 30, 2025.

Sources and Uses of Cash

During the three months ended September 30, 2025, we used cash in operations of $170,781 as a result of our net loss from continuing operations of $580,888, loss on exchange of Series C & D preferred shares of $241,918, lease costs exceeding leases payments of $7,550, other non-cash expenses of $57,557, decrease in receivables of $287, and increases in accrued expenses of $13,309, and due to related party of $118,588 offset by increases in prepaid expenses of $1,244, accounts payable of $27,655, and deferred revenue of $203.

During the three months ended September 30, 2024, we used cash in operations of $244,885 as a result of our net loss from continuing operations of $658,931, non-cash gain on change in fair market value of digital assets of $19,538, realized loss on sale of digital assets of $271,276, loss on settlement of payables of $56,887, lease payments exceeding leases costs of $7,000, other non-cash expenses of $2,792, decrease in receivables of $1,200, and increases in accounts payable of $74,166, accrued expenses of $12,778, and due to related party of $25,413 offset by increases in prepaid expenses of $3,928.

During the three months ended September 30, 2025, we used net cash in investing activities - continuing operations of $7,308, comprised of cash used for leasehold improvements

During the three months ended September 30, 2024, we provided net cash in investing activities - continuing operations of $936,815, comprised of net proceeds from the sale of digital assets of $2,449,448, cash acquired in acquisition of Healthy Lifestyles USA, LLC of $4,711, cash deposit received from subtenant of $7,500 offset by purchase of 51% interest in Healthy Lifestyles USA, LLC of $250,000, purchase of digital assets of $1,160,102 and purchase of property and equipment of $2,242.

During the three months ended September 30, 2025 and 2024, we had no net cash provided or used in financing activities.

Going Concern

Historically, the Company has reported recurring net losses from operations and used net cash in operating activities. As of September 30, 2025, the Company's current liabilities exceeded its current assets by $7,292,726 had an accumulated deficit of $89,325,758. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

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

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

SIGNIFICANT ACCOUNTING POLICIES

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

Use of Estimates

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

Receivables

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

Property and Equipment

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

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

Intangible Assets

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

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.

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Goodwill

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

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 miners and determined they met the criteria of ASC 205-20.

Mezzanine

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

Convertible Preferred Stock

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

Stock-Based Compensation

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

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Revenue Recognition

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

The following table presents the Company's revenue by revenue source:

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

Commissions

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

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

Online Sales

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

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

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For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling price is based on market and cost plus estimates. For the three months ended September 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 September 30, 2025, the Company had $0 of receivables for its online sales.

Fair Value of Financial Instruments

Assets and liabilities measured at fair value on a recurring basis

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

	Level 1:	quoted prices (unadjusted) in active markets for identical assets or liabilities;
	Level 2:	observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and
	Level 3:	assets and liabilities whose significant value drivers are unobservable.

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

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

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

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OFF BALANCE SHEET ARRANGEMENTS

As of September 30, 2025, we have no off-balance sheet arrangements.

RECENTLY ISSUED ACCOUNTING POLICIES

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

There were no 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.