Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

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

Forward-looking Statements

There are "forward looking statements" contained herein. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate," "project," "forecast," "may," "should," and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this annual report to conform forward-looking statements to actual results. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:

	●	Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;
	●	Our failure to earn revenues or profits;
	●	Inadequate capital to continue business;
	●	Volatility or decline of our stock price;
	●	Potential fluctuation in annual results;
	●	Rapid and significant changes in markets;
	●	Litigation with or legal claims and allegations by outside parties; and
	●	Insufficient revenues to cover operating costs.

The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this annual report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.

Overview

We are an innovative technology and health related Company that is developing products that use mRNA-based genetic markers with the potential to measure the presence of inflammation, and, as a result, inflammatory driven diseases and monitor patient response to treatment. Advancements in medical technology have awarded us with cutting edge genetic tools, unheard of even a generation ago. These genetic tools have the potential to not only achieve early detection of diseases but also to support customized treatments that may improve patient outcomes. The Company is at the forefront of this new era of medicine with development of products that will embody our proprietary mRNA genomic technology that has the potential of detecting genetic biomarkers for inflammatory driven diseases, including, but not limited to, heart disease, diabetes, preeclampsia, cancer and "long COVID".

Current Financial Condition Summary

We have not yet derived revenues from our operations.

We had a net loss of $2,236,433 for the year ended December 31, 2025. Additionally, we had net cash used in operating activities of $644,842 for the year ended December 31, 2025. At December 31, 2025, we had a working capital deficit of $4,397,372, an accumulated deficit of $9,495,799 and a stockholders' deficit of $4,388,206, which could have a material impact on our ability to obtain needed capital.

Implications of Being an Emerging Growth Company

We qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

	●	have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
	●	comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
	●	submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on- frequency;" and
	●	disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an "emerging growth company" for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Results of Operations

Year Ended December 31, 2025, compared to the Year Ended December 31, 2024.

Revenue. For the years ended December 31, 2025 and 2024, we had revenues of $0 and $217, respectively. We believe that revenues from sales of our planned products will begin during the second or third quarter of 2026, assuming we are able to obtain needed funding, of which there is no assurance.

Operating Expenses. Total operating expenses for the years ended December 31, 2025 and 2024, were $1,774,680 and $1,298,406, respectively. The increase in operating expenses during the year ended December 31, 2025, was primarily due to an increase in our activities relating to our planned products, including development of our proprietary software, website and product packaging, as well as the payment of monthly fees to our key consultants and fees for professional services, including accounting and legal, and an increase in our research and development expenses.

General and Administrative Expenses. The increase of $410,301 in general and administrative expenses, from $1,132,785 for the year ended December 31, 2024, as compared to $1,543,086 for the year ended December 31, 2025, was primarily due to the increase in our activities relating to our planned products, including development of our website and product packaging, as well as the payment of monthly fees to our key consultants and fees for professional services, including accounting and legal.

Research and Development. The increase of $65,972 in research and development expenses to $231,593 from $165,621 for the years ended December 31, 2025 and 2024, respectively, was due to our determining to make expenditures in the development of our planned products, including the payment of product study-related expenses. While we expect to continue to incur research and development expenses, we are unable to predict the level of such expenditures, due to the uncertainty of the level of funding that will be available to us.

Other Income/Expense. The decrease of $1,291,745 in total other expense to $461,753 from $1,753,498 for the years ended December 31, 2025 and 2024, respectively, was primarily due to an increase in interest income, change in fair value of derivative liabilities and other income and a decrease in inducement expenses and finance expenses, offset by an increase in interest expenses, loss on debt extinguishment and amortization of debt discount, offset by a reduction in inducement expenses and finance expenses.

Inducement Expense Inducement Expense for the year ended December 31, 2025, was $0 compared to $1,004,574 for the year ended December 31, 2024. The significant decrease was a result of no additional consideration given for the extensions of our OID and convertible notes.

Finance Expense Finance Expenses for the year ended December 31, 2025, was $0 for the year ended December 31, 2024, compared to $677,130 for the year ended December 31, 2024. The significant decrease was related to the issuance of warrants during the year ended December 31, 2024, but none during the year ended December 31, 2025.

Interest Expense. Interest expense for the year ended December 31, 2025, was $91,922 for the year ended December 31, 2024, compared to $56,794 for the year ended December 31, 2024. The increase is due to the issuance of convertible promissory notes during the year.

Amortization of Debt Discount. During the year ended December 31, 2025, we incurred amortization of debt discount expense of $796,276 as compared to $15,000 for the year ended December 31, 20224, for OID and guaranteed interest on convertible notes payable.

Liquidity and Capital Resources

At December 31, 2025, the Company had $0 in cash and a working capital deficit of $4,397,372, compared to $6,741 in cash and a working capital deficit of $2,378,145 at December 31, 2024. The Company does not have sufficient working capital to fund current operating expenses at least through the first quarter of 2026 and will require additional funds. We will need to obtain additional debt or equity-based capital from third parties to implement our full business plans. There is no assurance that we will be successful in obtaining such additional capital.

Cash Flows

Net Cash Used in Operating Activities. We did not generate positive cash flows from operating activities during the years ended December 31, 2025, and 2024.

Cash flows used in operating activities for the year ended December 31, 2025, were comprised of a net loss of $2,236,433 reduced by non-cash expenses of $598,536. Non-cash expenses were primarily composed of stock issued for services, amortization of debt discount, change in fair value of derivative liability and loss on extinguishment of debt. Cash flows of $993,055 were also produced by the changes in the levels of operating assets and liabilities, primarily related to an increase in prepaid expenses and accounts payable and accrued expenses, and a decrease in inventory.

Cash flows used in operating activities for the year ended December 31, 2024, were comprised of a net loss of $3,016,884, reduced by non-cash expenses of $1,911,985. Non-cash expenses were primarily composed of stock issued for services, stock issued for research and development, amortization of debt discount, and inducement expenses related to extending our convertible and OID notes and loss on sale of a subsidiary. Cash flows of $444,597 were also used by the changes in the levels of operating assets and liabilities, primarily related to an decrease in prepaid expenses and other assets, offset primarily by an increase in accounts payable and accrued expenses.

Net Cash Used in Investing Activities. Net cash used in investing activities was $9,166 during the year ended December 31, 2025, was comprised of investment in intellectual property, compared to $0 during the year ended December 31, 2024.

Net Cash Provided by Financing Activities. During the year ended December 31, 2025, cash provided by financing activities of $647,267 included $750,000 from the proceeds from convertible notes payable, $61,024 in proceeds from related parties and $1,252 increase in bank overdraft, offset by $52,951 in deferred offering costs, $12,058 in repayments to related parties and $100,000 used to repay a note payable.

During the year ended December 31, 2024, cash provided by financing activities of $558,708 included $618,708 from the proceeds from convertible notes payable, a $50,000 cash advance from an investor and $5,000 in advance from a related party, offset by $60,000 in deferred offering costs, and $55,000 in repayments of a convertible note and guaranteed interest.

Going Concern

The consolidated financial statements beginning on page F-1 have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the financial statements, we had a working capital deficit of $4,397,372 at December 31, 2025, and had a net loss from continuing operations of $2,236,433 for the year December 31, 2025, which raises substantial doubt as to the Company's ability to continue as a going concern for a period of one year from the issuance of the financial statements.

Off Balance Sheet Arrangements

At December 31, 2025, we did not have any off balance sheet arrangements that we believe have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

Our accounting policies are more fully described in our financial statements, beginning on page F-1. The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on our best knowledge of current and anticipated events, actual results could differ from the estimates.

We have identified the following accounting policies as those that require significant judgments, assumptions and estimates and that have a significant impact on our financial condition and results of operations. These policies are considered critical because they may result in fluctuations in our reported results from period to period, due to the significant judgments, estimates and assumptions about complex and inherently uncertain matters and because the use of different judgments, assumptions or estimates could have a material impact on our financial condition or results of operations. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as appropriate based on changing conditions.

Fair Value of Financial Instruments. The Company accounts for financial instruments under Financial Accounting Standards Board ("FASB") ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company's principal or, in absence of a principal, most advantageous market for the specific asset or liability.

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined as follows:

Level 1- Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

Level 2- Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

Level 3- Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The determination of fair value and the assessment of a measurement's placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management's assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate.

Beneficial Conversion Features. For instruments that are not considered liabilities under ASC 480 or ASC 815, the Company applies ASC 470-20 to convertible securities with beneficial conversion features that must be settled in stock. ASC 470-20 requires that the beneficial conversion feature be valued at the commitment date as the difference between the effective conversion price and the fair market value of the common stock (whereby the conversion price is lower than the fair market value) into which the security is convertible, multiplied by the number of shares into which the security is convertible limited to the amount of the loan. This amount is recorded as a debt discount and amortized to interest expense in the Consolidated Statements of Operations.

Debt Discount. For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.

The Company adopted ASU 2020-06 on January 1, 2024, which eliminated the cash conversion sub-sections of ASC 470-20 resulting in these instruments being recorded as a single liability. As a result, the discount created by recognition of a component of the convertible debt in equity was eliminated and interest expense was reduced. When adopted, the Company recorded the change to retained earnings.

Research and Development. The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development ("ASC 730-10").

Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.

Stock-based Compensation. The Company accounts for our stock-based compensation under ASC 718 "Compensation - Stock Compensation" using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options.

The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

When determining fair value, the Company considers the following assumptions in the Black-Scholes model:

	●	Exercise price,
	●	Expected dividends,
	●	Expected volatility,
	●	Risk-free interest rate; and
	●	Expected life of option

Recently Issued Accounting Pronouncements. Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates ("ASU's") to the FASB's Codification. We consider the applicability and impact of all ASU's on our financial position, results of operations, stockholders' deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates ("ASU") through the date these financial statements were available to be issued and found the following recent accounting pronouncements issued, but not yet effective accounting pronouncements, are not expected to have a material impact on the financial statements of the Company.

In November 2024, the FASB issued ASU 2024-03, ASC Subtopic "Disaggregation of Income Statement Expenses (ASC 220-40): Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures". The amendments require additional disclosure of the nature of expenses included in the income statement. The amendments in this update are effective for public business entities for fiscal years, beginning after December 15, 2026. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

We do not expect the adoption of this pronouncement will have a material effect on the Company's financial statements.