Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

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

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled "Risk Factors," "Cautionary Statement Regarding Forward Looking Statements" and elsewhere herein. Please see the notes to our Financial Statements for information about our Critical Accounting Policies and Recently Issued Accounting Pronouncements.

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 quarterly 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 quarterly 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 net income of $218,847 (unaudited) for the three months ended March 31, 2026. Additionally, we had net cash used in operating activities of $152,659 (unaudited) for the three months ended March 31, 2026. At March 31, 2026, we had a working capital deficit of $5,037,861 (unaudited), an accumulated deficit of $9,276,952 (unaudited) and a stockholders' deficit of $4,028,695 (unaudited), 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

Comparison of the Three months ended March 31, 2026, compared to the three months ended March 31, 2025.

For the three months ended March 31, 2026 and 2025, we had revenue from services of $0 and $0, respectively. We expect that revenues from sales of our planned products will begin during the second half of 2026.

Operating Expenses. Total operating expenses for the three months ended March 31, 2026 and 2025, were $564,979 and $524,921, respectively. The increase in operating expenses during the three months ended March 31, 2026, was primarily due to a significant increase in our activities relating sales and marketing as we prepare to bring our product to market, as well as the increase in payments of monthly fees to our key consultants and fees for professional services, including accounting and legal.

General and Administrative Expenses. The increase of $104,992 in general and administrative expenses to $555,679 for the three months ended March 31, 2026, as compared to $450,687 for the three months ended March 31, 2025, was primarily due to a an increase in stock based compensation paid to our former CEO, as well as an increase in our payments of monthly fees to our key consultants and fees for professional services, including accounting and legal offset by a decrease in our activities relating sales and marketing.

Research and Development The decrease of $64,934 in research and development expenses to $9,300 from $74,234 for the three months ended March 31, 2026 and 2025, respectively, were primarily due to a reduction in expenditures in the development of our planned products.

Other Income/Expense. The increase of $799,848 in total other income during the three months ended March 31, 2026 to $783,826 from other expense of $16,022 for the three months ended March 31, 2026 and 2025, respectively, was primarily due to a gain on securities exchange of $825,000 and unrealized gain on equity securities of $175,000 related to the exchange of our equity in MAJI for equity in LMMY and an increase in the fair value of derivative liabilities, offset by an increase in amortization of debt discount and an increase in interest expense associated with our notes payable.

Amortization of Debt Discount. We incurred $146,207 and $0 in amortization of debt discount for OID and guaranteed interest on a convertible note payable during the three months ended March 31, 2026 and 2025, respectively.

Interest Expense. Interest expense for the three months ended March 31, 2026, was $91,552 compared to $20,355 for the three months ended March 31, 2025.

Net Income (Loss). The change to net income of $218,847 from a loss of $540,943 for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily attributable to non-cash gains related to investment securities and derivative fair value adjustments rather than recurring operating revenues. Specifically, the change from Net Loss to Net Income was due to an increase in fair value of derivative liabilities of $21,585, a gain on equity securities exchange of $825,000 and an unrealized gain on equity securities of $175,000 offset by an increase in interest expense of $73,197, a decrease in other income of $2,333 and an increase in amortization of debt discount of $146,207. Should we be able to obtain needed capital, as we continue to expand our business activities, we expect that our operating expenses for all of 2026 will be in excess of those incurred during the year ended December 31, 2025 However, we are unable to predict our actual operating expenses for all of 2026, due to the uncertainty surrounding our ability to obtain capital.

Liquidity and Capital Resources

March 31, 2026. At March 31, 2026, the Company had $18,323 in cash and a working capital deficit of $5,037,861 compared to $0 in cash and a working capital deficit of $4,397,372, at December 31, 2025. The Company does not have sufficient working capital to fund current operating expenses through the second quarter of 2026. 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. Net cash used in operating activities was $152,659 during the three months ended March 31, 2026, compared to $89,562 used during the three months ended March 31, 2025.

Cash flows used in operating activities for the three months ended March 31, 2026, were comprised of a net income of $218,847 reduced by non-cash adjustments of $734,714. Non-cash expenses were primarily composed of stock issued for services, amortization of debt discount, change in fair value of derivative and warrant liability, gain on exchange of equity securities and an unrealized gain on equity securities held and loss on settlement of liabilities. Cash flows of $130,857 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 three months ended March 31, 2025, were comprised of a net loss of $540,943, reduced by non-cash expenses of $164,372 and changes to operating assets and liabilities of $287,009. Non-cash expenses were primarily composed of $166,372 in stock issued for services offset by $2,000 in interest expense. Changes in the levels of operating assets and liabilities were related to an increase of $9,220 in prepaid expenses and an increase of $277,789 in accounts payable and accrued expenses.

Net Cash Used in Investing Activities. Net cash used in investing activities was $-0- during the three months ended March 31, 2026, compared to $-0- during the three months ended March 31, 2025.

Net Cash Provided by Financing Activities. Net cash provided by financing activities was $170,982 of net cash during the three months ended March 31, 2026, as compared to $99,392 provided during the three months ended March 31, 2025. All of the cash provided by financing activities resulted from convertible promissory notes issued offset by a repayment of an advance from related parties, an increase in deferred offering costs and a repayment of a bank overdraft.

Notes Payable and Convertible Promissory Notes

Notes Payable - Net

Between June 2012 and October 2023, the Company issued promissory notes to 13 individuals in the aggregate of $1,370,009 with various interest rates ranging from 0% to 12% and maturity dates of March 31, 2026. On April 5, 2026, the Company agreed to extend the maturity dates of some notes to September 30, 2026 without any penalties or consideration. The promissory notes are unsecured. On May 1, 2025, the Company redeemed a Promissory Note with a principal balance of $100,000 and accrued interest of $12,603. As of March 31, 2026 and December 31, 2025, the Company had outstanding Notes Payable of $1,270,009 and $1,270,009, respectively.

Convertible Notes Payable - Net

The Company had the following activity related to its convertible notes payable:

Balance - December 31, 2025		$	1,171,413
Guaranteed interest recorded to convertible note payable			250,000
Original issue debt discount			(50,000	)
Warrant liability recognized as discount			(126,000	)
Amortization of debt discount			146,207
Balance - March 31, 2026		$	1,391,620

Note issued in 2026

On February 5, 2026, the Company entered into a Securities Purchase Agreement with Alumni Capital LP ("Alumni") ("Alumni SPA Agreement"), pursuant to which the Company issued a convertible promissory note in the original principal amount of $250,000 (the "Alumni Note") together with the Alumni Warrant. The aggregate cash purchase price received for both instruments was $200,000, and the Alumni Note originally matured on May 4, 2026, and on May 4, 2026, the maturity was extended to June 15, 2026.

The Alumni Note bears no stated interest. Upon an event of default as defined by the Alumni SPA Agreement, default interest accrues at 15% per annum, and the holder may convert the outstanding balance into common shares, require redemption upon an Event of Default. The Alumni Note is convertible on maturity or after the event of default. The conversion price is the lowest traded price during the twenty (20) business days immediately prior to delivery of a conversion notice multiplied by seventy percent (70%).

The Alumni Note is also subject to mandatory redemption upon the consummation of any subsequent financing of $2,000,000 or more.

Note issued in 2025

In January 2025, the Company entered into securities purchase agreements (the "SPAs") with 2 individuals, pursuant to which the Company agreed to issue to the Investors Promissory Notes (the "Notes"), in the aggregate principal amount of $100,000 with an interest rate of 8% per annum. The Notes mature twelve (12) months from the dates of issue. The principal amounts of the notes together with any accrued interest are convertible into common shares at any time prior or at maturity at a price of $0.10 per common share. The Notes, together with any accrued interest, shall automatically convert into common shares at a price of $0.10 per share upon the successful uplisting of the Company's common stock onto the NASDAQ, CBOE or NYSE American stock exchanges.

In April and May 2025, the Company entered into securities purchase agreements (the "SPAs") with 7 individuals, pursuant to which the Company agreed to issue to the Investors Promissory Notes (the "Notes"), in the aggregate principal amount of $650,000 with an interest rate of 8% per annum. The Notes mature twelve (12) months from the dates of issue. If, prior to the Maturity Date, the Company's securities are accepted for listing on a national securities exchange (an "Uplist"), then the outstanding principal and interest of the Notes shall automatically convert into Common Stock, at a conversion price equal to: (a) if in connection with the Uplist the Company issues and sells shares of its Common Stock, or securities convertible into or exchangeable for shares of Common Stock, whether in a public offering or a private placement, eighty-five percent (85%) of the per share price paid by the investors in such offering, or (b) otherwise eighty-five percent (85%) of the VWAP of the Common Stock on the day on which the Company's Common Stock first opens for trading on such exchange, or (b) if the Notes have not previously been converted then upon the Maturity Date, the Conversion Amount shall be convertible, at the election of the Holder, into Common Stock at a conversion rate equal to a eighty-five percent (85%) of the average VWAP for the five Trading Days immediately preceding the Maturity Date.

Notes issued in 2024

Between March 2024 and November 2024, the Company entered into securities purchase agreements (the "SPAs") with 16 individuals in the aggregate of $578,708 with an interest rate of 8%. The Notes mature twelve (12) months from the dates of issue. The principal amounts of the notes together with any accrued interest are convertible into common shares at any time prior or at maturity at a price of $0.10 per common share. The Notes, together with any accrued interest, shall automatically convert into common shares at a price of $0.10 per share upon the successful uplisting of the Company's common stock onto the NASDAQ, CBOE OR NYSE American stock exchanges. On April 3, 2025, the Company entered into Note Extension and Modification Agreements with 11 of our Noteholders, extending the maturity dates on their Notes to December 31, 2025. The conversion features of the notes were modified such that if, prior to the Maturity Date, the Company's securities are accepted for listing on a national securities exchange (an "Uplist"), then the outstanding principal and interest of the Notes shall automatically convert into Common Stock, at a conversion price equal to: (a) if in connection with the Uplist the Company issues and sells shares of its Common Stock, or securities convertible into or exchangeable for shares of Common Stock, whether in a public offering or a private placement, eighty-five percent (85%) of the per share price paid by the investors in such offering, or (b) otherwise eighty-five percent (85%) of the VWAP of the Common Stock on the day on which the Company's Common Stock first opens for trading on such exchange, or (b) if the Notes have not previously been converted then upon the Maturity Date, the Conversion Amount shall be convertible, at the election of the Holder, into Common Stock at a conversion rate equal to a eighty-five percent (85%) of the average VWAP for the five Trading Days immediately preceding the Maturity Date. In March, 2026, the Company agreed to extend the maturity dates of their Notes to September 30, 2026.

Modification and Extinguishment of Convertible Notes Payable

In March 2026, the Company extended the maturity dates of some notes listed above to September 30, 2026. The Company evaluated the modification of terms and concluded that the extension of the maturity dates did not result in significant and consequential changes to the economic substance of the debt, and thus resulted in a modification of the debt and not an extinguishment of the debt. Specifically, on the date of modification, the Company determined that the present value of the cash flows of the modified debt instruments were less than 10% different from the present value of the remaining cash flows under the original debt instruments. Accordingly, no gain or loss on debt extinguishment was recorded.

Interest expense and amortization of debt discount

During the three months ended March 31, 2026 and 2025, the Company recorded interest expense for notes payable and convertible notes of $91,552 and $20,355, respectively.

During the three months ended March 31, 2026 and 2025, the Company recorded amortization of debt discount of $146,207 and $0, respectively.

Going Concern

The unaudited financial statements included herein 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 $5,037,861 at March 31, 2026, and had net income of $218,847 (unaudited) for the three months ended March 31, 2026. The Company's net income for the quarter was primarily attributable to non-cash gains related to investment securities and derivative fair value adjustments rather than recurring operating revenues. This 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 March 31, 2026, 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 its 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.