Quarterly Report for Quarter Ending December 31, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.

The independent registered public accounting firm's report on the Company's consolidated financial statements as of September 30, 2025 and 2024 includes a "going concern" explanatory paragraph, that describes substantial doubt about the Company's ability to continue as a going concern.

Our actual results could differ materially from those discussed in the forward-looking statements. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

Plan of Operation

The Company's plan of operation is to obtain debt or equity finance to meet our ongoing operating expenses and opportunities for growth in return for shares of our common stock to create value for our shareholders.

The Company will need substantial additional capital to support its budget. The Company has had limited revenues. The Company has no committed source for any funds as of date hereof and there is no guarantee that it will be able to raise capital needed to fully implement its business plan or at terms that are reasonably acceptable. In the event funds cannot be raised when needed, the Company may not be able to carry out its business plan, and although it has begun to achieve sales and royalty income as a subsequent event these are limited and it could fail in business as a result of these uncertainties.

The Company may incur debt to finance its future operations, although it does not currently contemplate doing so. Any such borrowing will increase the risk of loss to the investor in the event the Company is unsuccessful in repaying such loans.

Funding requirements

We expect our research, product launch and product development and general and administrative expenses and our operating losses will increase in the future as we complete final modifications and any potential future product candidates that we may develop through our studies. Due to the numerous risks and uncertainties associated with research, development and commercialization of product candidates, changes in the outcome of any factors with respect to the development of a product candidate could mean a significant change in the costs and timing associated with the development of that product candidate in addition to the existing expenses associated with operating as a growing public company. Our future capital requirements, both short- and long-term, will depend on a variety of factors, including, but not limited to:

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the rate of progress in the development of test results and our potential future product candidates, if any;

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the scope, progress, results and costs of non-clinical studies, preclinical development, and laboratory testing for other types of worms in animals and any potential future product candidates and associated development programs;

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the number and scope of preclinical studies trials that we pursue;

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the costs, timing, and outcomes of seeking and obtaining approvals by trade associations, including the potential for such authorities to require that we perform more preclinical studies or clinical trials than those that we currently expect or for such authorities to change their requirements on studies that had previously been contemplated;

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our ability to establish licensing or collaboration agreements or other strategic agreements;

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the achievement of milestones or other developments under any licensing or collaboration agreements;

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the extent to which we are obligated to reimburse, or entitled to reimbursement of, clinical trial costs under any license or collaboration agreements;

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the costs to establish, maintain, expand, enforce, and defend the scope of our intellectual property portfolio, including the amount and timing of any payments we may be required to make, or that we may receive, in connection with licensing, preparing, filing, prosecuting, defending and enforcing any patents or other intellectual property rights;

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the costs associated with successfully defending against any claims by third parties that we have infringed, misappropriated or otherwise violated any intellectual property of any such third party;

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the costs of acquiring, licensing, or investing in additional businesses, products, product candidates, and technologies that we may identify;

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the costs to manufacture or to have manufactured a sufficient, reliable, timely, and affordable supply of equipment that can be used in clinical trials and for commercial launch;

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the costs of commercializing product candidates, if approved, whether alone or in collaboration with others;

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the amount of revenue, if any, received from commercial sales of our product candidates, should any of our product candidates receive marketing approval;

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the costs of building or contracting sales, marketing, and/or distribution capabilities, systems, and internal infrastructure for any product candidate that receives marketing approval;

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the impact of competitors' product candidates and technological advances and other market developments;

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the expenses needed to attract and retain skilled personnel; and

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the size of the markets and degree of market acceptance of any product candidates, including product pricing, product coverage, and the adequacy of reimbursement by third-party payors.

Our business plans may change in the future and we will continue to require additional capital to meet the needs of our operating expenses.

We have limited capital and we will need to raise additional capital in order to fund our opera1ing expenses and capital expenditure requirements through the year ended September 30, 2026 and beyond. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect.

Until such time, if ever, as we can generate sufficient enough product revenue, we expect to finance our operations through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common shareholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates, or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we would be required to delay, scale back or discontinue our research, product development or future commercialization efforts, or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

From our inception through the date of this filing, we have historically financed our operations principally through the issuance and sale of common stock.

We have incurred significant net operating losses and negative cash flows since our inception. Since our inception, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, establishing licensing, building our proprietary platform technologies, developing marketing plans, establishing our intellectual property portfolio, conducting research, establishing arrangements with third parties for the manufacture of hardware we use and related raw materials, and providing general and administrative support for these operations. Our ability to generate sufficient product revenue to achieve profitability, if ever, will depend on the successful development, and eventual commercialization of our heartworm tests and any other potential future product candidates, which we expect may take a few years to reach widespread adoption if ever.

For the Three Months ended December 31, 2025 we reported net loss of $(49,429) compared to a loss of $(120,467), for the three months ended December 31, 2024. Our net loss in the Three Months ended December 31, 2025 have resulted principally from our new contract licensing the use of technology we have partially completed developing, pre-operating costs, public entity costs and costs incurred in our research and development activities whereas our losses for Three Months ended December 31, 2024 had greater due diligence fees as we were adjusting to unexpected delays in commencing our plans. As of December 31, 2025, we had an accumulated deficit of $1,304,892, and we had cash and cash equivalents of $49,004.

We expect to continue to incur significant net operating losses for the foreseeable future. We anticipate that our expenses will increase substantially if, and as we:

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continue to conduct our ongoing testing of heartworm as well as initiate and complete studies of mold on food and related mycotoxins;

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manufacture, or have manufactured, clinical and commercial supplies of our breath capture devices;

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attract, hire and retain additional clinical, scientific, and management personnel;

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implement operational, financial, and management information systems;

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add quality control, quality assurance, legal, compliance, and other groups to support our operations;

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obtain, maintain, protect, expand and enforce our intellectual property portfolio, including intellectual property obtained through license agreements;

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defend against any claims by third parties that we have infringed, misappropriated or otherwise violated any intellectual property of any such third party;

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make royalty, milestone or other payments under current, and any future, license or collaboration agreements;

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establish a sales, marketing and distribution infrastructure, either ourselves or in partnership with others, to commercialize heartworm, lyme disease, and mold on food;

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potentially experience any delays, challenges, or other issues associated with other potential products we may discover from our customer database, and

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incur additional legal, accounting, investor relations and other general and administrative expenses associated with expanding operations as a public company.

Our net operating losses may fluctuate significantly from period to period, depending upon the timing of our expenditures on research and development activities. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our accounts payable and accrued expenses and other current liabilities.

As a result, we will need additional financing to support our continuing operations. To date, we have funded our operations primarily with the proceeds from the issuance and sale of our Common Stock. We do not have any products approved for sale and have not generated any revenue from product sales since our inception. We do not expect to generate revenue from any product candidates that we develop until we obtain regulatory approval for one or more of such product candidates and commercialize our products or enter into collaboration arrangements with third parties. Until we can generate sufficient product revenue to finance our cash requirements, if ever, we expect to fund our operations through equity offerings or debt financings, credit or loan facilities, potentially other capital resources, or a combination of one or more of these funding sources. We may be unable to raise additional funds or enter into other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back, or discontinue the development or commercialization of heartworm and one or more potential future product candidates, which could have a material adverse effect on our business, results of operations or financial condition.

Because of the numerous risks and uncertainties associated with research and development of product candidates, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate revenue from product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

Summary of Financial and Operating Performance

Results of Operations for our Three Months Ended December 31, 2025 and 2024

Our net income (loss) and comprehensive income (loss) for our Three Months ended December 31, 2025, for our Three Months ended December 31, 2024, and the changes between those periods for the respective items are summarized as follows:

		For the Three Months Ended December 31,
		2025				2024				Change
Revenue		$	30,000				-			$	30,000
Expenses
Research and Development			10,681				34,250			$	23,569
Operating expenses:
General and administrative expenses			28,667				67,500				38,833
Professional fees			5,000				10,000				5,000
Public Entity expenses			23,069				3,874				(19,195	)
Other operating expenses			12,012				4,843				(7,169	)
Total operating expenses			68,748				86,217				17,469
Total Expenses			79,429				120,467				41,038
Operating income (loss)			(49,429	)			(120,467	)			71,038
Total other income (expense)			-				-				-
Net loss		$	(49,429	)		$	(120,467	)		$	71,038
Net (loss) per share (basic and diluted)		$	(0.001	)		$	(0.003	)		$	0.002

Significant items affecting net income (loss) other than time differential are noted below.

Revenue

During the three months ended December 31, 2025, We billed and collected $30,000 in revenue from licensing our technology. We did not recognize any revenue during the Three Months ended December 31, 2024, as our technology was not market ready during these periods.

Research and Development (R&D) is defined as creative and systematic work to increase the stock of knowledge and devise new applications for existing knowledge to create new or improved products, processes, or services. It includes the costs of basic research (in our case, acquiring new knowledge of the Volatile Organic Compounds (VOCs) in breathprints for heartworm in dogs), applied research (in our case, solving the specific problem of determining what relevant VOCs could be economically measured in breathprints, including early detection and staging, with confidence), and development (creating new products or processes that will allow us to successfully use the research findings in the marketplace). The costs are typically expensed as incurred on the income statement.

Direct Components of R&D

Examples of activities included in R&D we incurred are the following:

Research

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Laboratory research to discover new knowledge.

Applied Research

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Conceptual formulation and design of product alternatives

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Testing to evaluate product or process alternative

Development

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Design, construction, and testing of pre-production prototypes and Costs for software development

Indirect components of R & D included

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We incurred $ of these indirect costs that are clearly related to the R&D activities. Account for facility expenses, such as rent and utilities for research spaces.

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Indirect labor Include administrative support costs that directly benefit research projects.

During the Three Months ended December 31, 2025, we incurred total research and development expenses of $10,681, which was predominately due to the proportion of management time associated with finalizing the first two phases of our research and evaluating additional opportunities based on our findings. During the Three Months ended December 31, 2024, we incurred expenses of $34,250, which was predominately due to set up costs for future research testing.

Operating expenses include facilities costs, license fees, public entity and investor relations, general office expenditures, and other miscellaneous costs. . Operating expenses incurred related primarily to personnel costs of officers and consultants, as well as the activities necessary to support corporate and shareholder duties and are detailed in the above table. For the Three Months ended December 31, 2025, we incurred general and administrative expenses of $68,748as compared to $88,217 for the three months ended December 31, 2024 primarily due to the changing nature of much of our operation to research and the costs of raising capital supporting this aspect of our business plan including Public entity costs and professional fees increasing due to costs from a registration of our securities.

The specific components of Operating Costs are as follows:

General and Administrative Expenses comprising general office expenditures fees of $28,667 during the three months ended December 31, 2025. During the three months ended December31, 2024, we incurred general and administrative expenses of $67,500,We reemphasized commencing operations as opposed to due diligence work and we made advances on how to approach operations from earlier periods.

Professional Fees for fiscal 2025 were $5,000, having decreased from $10,500 in the three months ended December 31, 2025 due to the increase in audit and financial review costs as our operations became more significant, as also discussed in Item 14.

Public entity costs are from costs associated with being a public entity such as investor relations, securities filings, transfer agent and Edgarization costs and increased to $23,069 in the three months ended December 31 ended September 30, 2025 from $3,874 for the three months ended December31, 2024. This increase comprised of costs relating to upgrades due to a registration statement in fiscal in May 2025.

Other operating expenses include license fees, personnel costs from operations, and other miscellaneous costs. Costs also decreased to $12,012 in the three months ended December 31 2025 as compared to $4,843 in the three months ended December 31, 2024 primarily due to costs due to reductions and reallocations in personnel due to changing conditions

Interest and Other Income (Expenses) Net

During the three month periods ended December 31, 2025 and 2024, we recognized no interest and other income (expenses), net in the period.

Loss before Income Tax

During the three months ended December 31, 2025, we recognized a net loss before income taxes of $(49,429), whereas for the three months ended December 31, 2024, we incurred a loss before income taxes of $(120,467) due to the factors discussed above.

Provision for Income Tax

No provision for income taxes was recorded during the three months ended December 31, 2025 and no provision for income taxes was recorded during the three months ended December 31, 2024 as we incurred taxable losses in both periods.

Net Loss

During the three months ended December 31, 2025, we recognized a net loss of $(49,429), whereas for the three months ended December 31, 2024, we incurred a loss of $(120,467) due to the factors discussed above.

Liquidity and Capital Resources

LIQUIDITY

At December 31, 2025 we had total liquid current assets of $49,009. At December 31, 2025, we had total liabilities of $65,784, all of which were currently payable.

The Company has limited cash and will require additional financing to continue operations beyond the near term. Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.

We have had no revenue generating operations until the quarter ended December 31, 2025 from which we can internally generate funds. To date, our ongoing operations have been financed by equity investments. While we have begun to generate revenue, it is not enough to cover our desired operating costs and research. We believe we will be able to secure additional financings in the future; we cannot predict the size or pricing of any such financings.

Unless we successfully transform operations through our business plan, we expect that the Company will operate at a loss for the foreseeable future. The Company's ability to continue operations and fund our current work plan is dependent on management's ability to secure additional financing. These amounts may increase as we intensify our product development and product launches commence into an operation for the company going forward.

We currently have no further material funding commitments or arrangements for additional financing at this time and there is no assurance that we will be able to obtain additional financing on acceptable terms, if at all. There is significant uncertainty whether we will be able to secure any additional financing in the current equity or debt markets. The quantity of funds to be raised and the terms of any proposed equity or debt financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Management intends to pursue funding sources of both debt and equity financing, including but not limited to the issuance of equity securities in the form of Common Shares, warrants, subscription receipts, or any combination thereof in units of the Company pursuant to private placements to accredited investors or pursuant to equity lines of credit or public offerings in the form of underwritten/brokered offerings,

at-the-market offerings, registered direct offerings, or other forms of equity financing and public or private issuances of debt securities including secured and unsecured convertible debt instruments or secured debt project financing. Management does not currently know the terms pursuant to which such financings may be completed in the future, but any such financings will be negotiated at arm's-length. Future financings involving the issuance of equity securities or derivatives thereof will likely be completed at a discount to the then-current market price of the Company's securities and will likely be dilutive to current shareholders.

Based on the conditions described within, management has concluded and the audit opinion and notes that accompany our financial statements for the years ended December 31, 2025 and 2024, disclose that substantial doubt exists as to our ability to continue in business. The financial statements included in this Registration have been prepared under the assumption that we will continue as a going concern. We are an exploration stage company and we have incurred losses since our inception. We believe that the going concern uncertainty cannot be alleviated with confidence until the Company has entered into a business climate where funding of its planned ongoing operating activities is secured.

It is our current intention to seek to raise debt and/or equity financing to meet ongoing operating expenses and attempt to expand our opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed.

Future losses are likely to occur as, until we are able to develop a profitable operation and opportunities for growth in return for shares of our common stock to create value for our shareholders, we have no sources of income to meet our operating expenses.

As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the year ending September 30, 2025, and the quarter ended December 31, 2025, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

Our primary sources and uses of cash for the three months ended December 31, 2025 and 2024 were as follows:

		Three Months Ended				Three Months Ended
		December 31, 2024				December 31, 2024
Net Cash Provided by (Used in) Operating Activities		$	12,676			$	(138,057	)
Net Cash Flows used in Investing Activities			-				-
Net Cash Flows from Financing Activities			18,500				286,501
Net Movement in Cash and Cash Equivalents		$	31,176			$	148,444

Cash Used in Operating Activities

During the three months ended December 31, 2025, we incurred a net loss of $(49,429) which after adjustments for an increase in accounts payable and related party payables resulting in net cash of $12,676 provided by operations.

During the three months ended December 31, 2024, we incurred a net loss of $(120,467) which after adjustments for an increase in accounts payable of $18,746 and noncash expense of $1,156, resulting in net cash of $138,057 being used in operations.

Investing Activities

During the three months ended December 31, 2025 and during the three months ended December31, 2024, the Company did not have any investing activities.

Financing Activities

During the three months ended December 31, 2025, we had no financing activities other than $18,500 which was collected from the sale of common stock.

During the three months ended December 31, 2024, we had no financing activities other than $286,501 collected from the sale of common stock.

We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders`. In addition, we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

CRITICAL ACCOUNTING POLICIES

A summary of our significant accounting policies is detailed in Note 3 to the Financial Statements. We have outlined below those policies identified as being critical to the understanding of our business and results of operations and that require the application of significant management judgment. All companies are required to include a discussion of critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Inflation

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future.

Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Off-Balance Sheet Arrangements

Per SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. As of December 31, 2025 and as of December 31, 2024, we had no off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.

Cash Flow Considerations

The Company has historically relied upon shareholder financings, and to a lesser degree, debt financings, to satisfy its capital requirements and will continue to depend heavily upon equity capital to finance its activities. The Company may pursue debt financing in the medium term if it is able to procure such financing on terms more favorable than available equity financing; however, there can be no assurance the Company will be able to obtain any required financing in the future on acceptable terms.

The Company has limited financial resources compared to its proposed expenditures, no source of operating income, and no assurance that additional funding will be available to it for current or future projects, although the Company has been successful in the past in financing its activities through related party advances.

It is our current intention to seek to raise debt and/or equity financing to meet ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed.

Future losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders, we have no sources of income to meet our operating expenses.

Debt Covenants

The Company was in good standing with its lenders as of December 31, 2025 and 2024. A deterioration of our relationship with our lenders would provide stress for greater capital, possibly on adverse terms for our shareholders.

Research and development

We enter into contracts in the normal course of business with Consultants and partners that also manufacture breath capture devices under our design specifications as well as gas chromatographers we use in research, product improvement, and operations. Prepayments under these arrangements can generally be repurposed or the services themselves cancelable upon prior written notice, though cancellation fees are likely. Payments due upon cancellation consist only of payments for services provided and expenses incurred up to the date of cancellation.