10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

☒ QUARTERLY

REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe quarterly period ended March 31, 2026

or

☐ TRANSITION

REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from              to

Commission

file number 333-143630

BRYN INC.

| (Exact name of registrant as specified in its charter) |

Nevada	20-4682058

| (State or other jurisdiction of<br> <br>incorporation or organization) | (I.R.S. Employer<br> <br>Identification No.) |

2332 Galiano St., 2d Floor, #5138

| Coral Gables, Florida | 33143 |

| (Address of principal executive offices) | (Zip Code) |

Registrant’s

telephone number, including area code (305) 988-9807

N/A
(Former name, former address<br> and former fiscal year, if changed since last report)

Securities

registered pursuant to Section 12(b) of the Act:

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

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

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

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

Large accelerated filer	☐	Accelerated filer	☐

| Non-accelerated Filer | ☒ | Smaller reporting company | ☒ |

| | | Emerging growth company | ☐ |

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

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

As of May 19, 2026 the Registrant had 450,000,000 shares of Common Stock issued and outstanding.

BRYN INC.

QUARTERLY

REPORT ON FORM 10-Q

For

the Three Months Ended March 31, 2026 and 2025

Part I – FINANCIAL INFORMATION		1
Item 1.	Financial<br> Statements (unaudited)	2
Item 2.	Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative<br> and Qualitative Disclosures about Market Risk	12
Item 4.	Controls<br> and Procedures	12
Part II – OTHER INFORMATION		14
Item 1.	Legal<br> Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered<br> Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults<br> Upon Senior Securities	14
Item 4.	Mine Safety<br> Disclosures	14
Item 5.	Other<br> Information	14
Item 6.	Exhibits	15
SIGNATURES		16

i

PART

I – FINANCIAL INFORMATION

CAUTIONARY

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information contained in this quarterly report on Form 10-Q contains “forward-looking statements.” These forward-looking statements are contained principally in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our ability to implement our business plan; our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor, and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability to obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available.

As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to Bryn Inc. a Nevada corporation unless the context requires otherwise.

1

Item1. Financial Statements.

Index

to Financial Statements

	Page
FINANCIAL STATEMENTS:
Balance Sheets, March 31, 2026 (unaudited), and December 31, 2025	3
Unaudited Statements of Operations for the Three Months Ended March 31, 2026, and 2025	4
Unaudited Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2026, and 2025	5
Unaudited Statements of Cash Flows for the Three Months Ended March 31, 2026, and 2025	6
Notes to the Unaudited Interim Financial Statements	7

2

BRYN INC.

BALANCE

SHEETS

---

			December 31,
			2025
ASSETS
Prepaid expenses	1,073		$	-
Accounts receivable other	1,105			-
Current assets	2,178			-
Total Assets	2,178		$	-
LIABILITIES & STOCKHOLDERS’ DEFICIT
Accounts payable	16,221		$	7,577
Related party payables	20,219			89,035
Current liabilities	36,440			96,612
Total liabilities	36,440			96,612
Stockholders’ Deficit
Preferred stock, par value 0.001, 10,000,000 shares authorized, 10,000,000 issued and outstanding as of March 31, 2026 and December 31, 2025 respectively	10,000			10,000
Common stock, par value 0.001, 500,000,000 shares authorized, 450,000,000 issued and outstanding shares as of March 31, 2026 and 419,984,423 issued and outstanding as of December 31, 2025	450,000			419,985
Additional paid in capital	117,098,810			117,035,540
Accumulated deficit	(117,593,073	)		(117,562,137	)
Total Stockholders’ (Deficit)	(34,263	)		(96,612	)
Total Liabilities and Stockholders’ Deficit	2,177		$	0

All values are in US Dollars.

The

accompanying notes are an integral part of these unaudited financial statements.

3

BRYN INC.

STATEMENTS

OF OPERATIONS

(Unaudited)

	Three<br> Months			Three<br> Months
	Ended			Ended
	March<br> 31,			March<br> 31,
	2026			2025
Operating Expenses:
Administrative<br> expenses		30,937			16,410
Total<br> operating expenses		30,937			16,410
(Loss) from operations		(30,937	)		(16,410	)
Other<br> (expense) net		-			-
Income (loss) before provision<br> for income taxes		(30,937	)		(16,410	)
Provision<br> for income taxes		-			-
Net Loss		(30,937	)		(16,410	)
Basic<br> and diluted (loss) per common share	$	(0.00	)	$	(0.00	)
Weighted average number<br> of shares outstanding		450,000,000			419,763,612

The

accompanying notes are an integral part of these unaudited financial statements.

4

BRYN, INC.

STATEMENTS

OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

									Additional					Total
	Preferred<br> Stock				Common<br> Stock				Paid-in		Accumulated			Stockholders’
	Shares		Value		Shares		Value		Capital		Deficit			Deficit
Balance,<br> December 31, 2024		10,000,000	$	10,000		419,984,423	$	419,985	$	117,035,540	$	(117,522,111	)	$	(56,586	)
Net<br> loss												(16,410	)		(16,410	)
Balance,<br> March 31, 2025		10,000,000	$	10,000		419,984,423	$	419,985	$	117,035,540	$	(117,538,521	)	$	(72,996	)
	Preferred<br> Stock				Common<br> Stock				Paid-in		Accumulated			Stockholders’
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares		Value		Shares		Value		Capital		Deficit			Deficit
Balance,<br> December 31, 2025		10,000,000	$	10,000		419,984,423	$	419,985	$	117,035,540	$	(117,562,137	)	$	(96,612	)
Issuance<br> of common shares to reduce related party debt						30,015,577		30,016		63,269					93,285
Net<br> loss												(30,937	)		(30,937	)
Balance,<br> March 31, 2026		10,000,000	$	10,000		450,000,000	$	450,000	$	117,098,810	$	(117,593,073	)	$	(34,263	)

The

accompanying notes are an integral part of these unaudited financial statements

5

BRYN

INC.

STATEMENTS

OF CASH FLOWS

(Unaudited)

	Three<br> Months			Three<br> Months
	Ended			Ended
	March<br> 31,			March<br> 31,
	2026			2025
Cash Flows From Operating<br> Activities:
Net (loss)	$	(30,937	)	$	(16,410	)
Changes in operating assets<br> and liabilities:
Prepaid expenses		(1,073	)		-
Accounts receivable other		(1,105	)		-
Accounts<br> payable and accrued expenses		8,644			1,113
Net<br> cash (used in) operating activities		(24,470	)		(15,297	)
Cash Flows<br> From Investing Activities:
Net<br> cash provided by (used in) investing activities		-			-
Cash Flows<br> From Financing Activities:
Proceeds<br> from related party loans		24,470			15,297
Net<br> cash provided by financing activities		24,470			15,297
Net Increase (Decrease) In<br> Cash		-			-
Cash<br> At The Beginning Of The Period		-			-
Cash<br> At The End Of The Period	$	-		$	-
Supplemental disclosure of<br> non-cash investing and financing activities:
Common<br> stock issued to reduce related party debt	$	93,285		$	-

The

accompanying notes are an integral part of these unaudited financial statements.

6

BRYN INC.

NOTES

TO FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED

MARCH

31, 2026 AND MARCH 31, 2025

---

NOTE

1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Bryn Inc. f/k/a “Byrn, Inc. (“Bryn”, “we”, “us”, or, the “Company”), is a Nevada corporation, formed in April 2011 to become an emerging healthcare knowledge solution company created to transform health and healthcare by developing the standard in measuring clinical performance and outcomes. The Company developed medical software with tools and analytics intended to reduce costs while improving clinical performance, outcomes, predictive insight, and evidence-based best clinical processes.

On August 10, 2011, holders of a majority of the Registrant’s outstanding Common Stock voted to amend the Registrant’s Articles of Incorporation to increase the number of its authorized shares of capital stock from 900,000,000 shares to 2,510,000,000 par value $0.001 shares (the “Amendment”) of which (a) 2,500,000,000 shares were designated as Common Stock and (b) 10,000,000 shares were designated as blank check preferred stock.

During the period from March 22, 2013, through December 26, 2019, the Company was dormant.

On December 27, 2019, Custodian Ventures, LLC, an entity controlled by David Lazar, was appointed by the Nevada Court as the custodian of Bryn. On December 31, 2019, Mr. Lazar became the only Director and Officer of the Company, acting as its President, Treasurer, and Secretary.

On September 10, 2020, the Company filed a Certificate of Designation with the State of Nevada designating a class of ten million shares of the Company’s Series A preferred stock, $.001 par value per share, and providing for voting rights equal to 250 votes for each one (1) share of Series A preferred stock.

---

On September 23, 2020, as a result of a private transaction, 10,000,000 shares of Series A Convertible Preferred Stock, $0.001 par value per share (the “Shares”) of the Company were transferred from Custodian Ventures, LLC (the “Seller”) to FiveT Capital Holding AG (the “Purchaser”). As a result, the Purchaser became the holder of 50.2% of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company and became the controlling shareholder. In connection with the transaction, David Lazar released the Company from all debts owed to him and/or the Seller. On the same day, David Lazar, who had been serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and Director.

On November 24, 2020, the Company amended its articles of incorporation to change its name to Born, Inc. (the “Name Change”). The change was made in anticipation of entering into a new line of business operations. On the same date, , the Company amended its articles of incorporation to reverse split its common stock at a rate of 1 for 1,000 (the “Reverse”). Additionally, the number of common shares authorized was reduced from 2,500,000,000 to 500,000,000. On December 1, 2020, FINRA declared the Name Change and the Reverse effective.

On February 2, 2021, the Company changed its fiscal year end to December 31.

7

On February 16, 2021, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Alkeon Creators, Inc. (“Alkeon”), a United Kingdom corporation. Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of Alkeon was exchanged for 406,646,919 shares of common stock of the Company. The former stockholders of Alkeon acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction.  The transaction has been accounted for as a recapitalization of the Company, whereby Alkeon is the accounting acquirer.

Immediately after completion of such share exchange on February 16, 2021, the Company had a total of 409,353,807 issued and outstanding shares, with authorized share capital for common share of 500,000,000.

The transaction with Alkeon was voided and written off in February 2021. As a result the Company was considered a dormant shell from February 2021 through July 2023 when it went into custodianship.

On January 14, 2024, the Eighth Judicial District Court, pursuant to Case A-23-871046B issued an Order Barring Unasserted Claims against Born, Inc.

On July 16, 2024, the Company changed its name to Byrn Inc. On September 4, 2024, the Company changed its name to Bryn Inc.

On April 24, 2026 MEDO Healthcare LLC, an Iowa limited liability company, purchased 10 million shares of the Registrant’s Series A-1 Preferred Stock from Custodian Ventures LLC, the personal holding company of David Lazar, who was sole director and officer of the Registrant on and prior to April 24, 2026. Pursuant to agreement between David Lazar and MEDO Healthcare, Mr. Lazar resigned on April 24, 2026 from his positions as sole officer and director of the Registrant. Prior to resigning, Mr. Lazar appointed John Leo to serve upon Mr. Lazar’s resignation as sole director and CEO of the Registrant. Mr. Lazar also appointed Arthur Magee, an affiliate of John Leo, to serve upon Mr. Lazar’s resignation as CFO and Secretary of the Registrant.

The Company has no operations or revenue as of the date of this Report. We are currently in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S., including seeking to acquire a business in a reverse merger.

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

GoingConcern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. The Company has incurred significant operating losses since inception. As of March 31, 2026 the Company had a working capital deficit of $34,264 and had an accumulated deficit of $117,593,073.

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently being funded by Medo Healthcare, LLC an entity who is extending interest free demand loans to the Company. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.

8

Useof Estimates

The preparation of financial statements in conformity with US GAAP requires Management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Management’sRepresentation of Interim Financial Statements

The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited financial statements at and as of December 31, 2025 filed with the SEC on April 2, 2026.

Cashand cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On March 31, 2026, and December 31, 2025, the Company’s cash equivalents totaled $-0- and $-0- respectively.

Stock-basedCompensation

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

NetLoss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

RecentAccounting Pronouncements

There is no new accounting guidance that impacts the Company’s financial statements.

9

NOTE

3 – COMMITMENTS AND CONTINGENCIES

The Company did not have any contractual commitments as of March 31, 2026, and December 31, 2025.

NOTE

4 – NOTES PAYABLE RELATED PARTY

Mr. Lazar, previously the Company’s Court-appointed custodian, and Medo Healthcare, LLC are considered related parties. During the three months ended March 31, 2026, they extended $12,900 and $11,570, respectively in interest-free demand loans to the Company. During the three months ended March 31, 2026, Mr. Lazar received 30,015,577 restricted common shares in return for services performed. Under the terms of this stock issuance, Mr. Lazar agreed to cancel $93,285 of debt. As of March 31, 2026 the balances due to Mr. Lazar and Medo Healthcare were $8,649 and $11,570, respectively for a total of $20,219. As of December 31, 2025 the total related party debt due to Mr. Lazar amounted to $89,035

---

NOTE

5 – EQUITY

Commonstock

The Company has authorized 500,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock both with a par value of $0.001. As of March 31, 2026, and December 31, 2024, respectively, there were 450,000,000 and 419,984,423 shares of Common Stock issued and outstanding, respectively. During the three month ended March 31, 2026. Mr Lazar was awarded 30,015,577 common shares. See Note 4. Notes Payable Related Party.

SeriesA Preferred Stock

As of March 31, 2026 and December 31, 2025 there were 10,000,000 Series A Preferred Shares outstanding which carried super voting rights of 2,500,000,000 common shares. Each share of Preferred A is convertible into 250 shares of common stock.

NOTE

6 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company has performed an evaluation of subsequent events from March 31, 2026 through May 19, 2026 the date the financial statements were issued.

On April 24, 2026 MEDO Healthcare LLC, an Iowa limited liability company, purchased 10 million shares of the Company’s Series A-1 Preferred Stock from Custodian Ventures LLC, the personal holding company of David Lazar, who was sole director and officer of the Company on and prior to April 24, 2026. MEDO Healthcare paid to Custodian Ventures for the shares $175,000 in cash.   The principals of MEDO Healthcare plan to change the name of the Company to MEDO Technologies, Inc. to reflect their business plan. MEDO is the acronym for Machine Enhanced Diagnostic Optimization, and the business plan contemplates that the Company will acquire pharmaceuticals distributors with a nation-wide scope, then optimize their business by introducing proprietary AI-based technology to the three major verticals in the pharmaceutical industry: specialty retail, specialty mail-order, and SNF/ALF Institutional.

10

Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Planof Operation

The Company has no operations from a continuing business other than the expenditures related to running the Company and has no revenue from operations as of the date of this Report.

On April 24, 2026 MEDO Healthcare LLC, an Iowa limited liability company, purchased 10 million shares of the Company’s Series A-1 Preferred Stock from Custodian Ventures LLC, the personal holding company of David Lazar, who was sole director and officer of the Company on and prior to April 24, 2026. MEDO Healthcare paid to Custodian Ventures for the shares $175,000 in cash.   The principals of MEDO Healthcare plan to change the name of the Company to MEDO Technologies, Inc. to reflect their business plan. MEDO is the acronym for Machine Enhanced Diagnostic Optimization, and the business plan contemplates that the Company will acquire pharmaceuticals distributors with a nation-wide scope, then optimize their business by introducing proprietary AI-based technology to the three major verticals in the pharmaceutical industry: specialty retail, specialty mail-order, and SNF/ALF Institutional.

Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close one or more acquisitions, it is likely we will need capital as a condition of closing those acquisitions. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. If we are successful in acquiring pharmaceuticals distributors with a nationwide scope, we will likely be required to issue a controlling block of our securities to the shareholders of our targets.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.

11

CriticalAccounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of these unaudited financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are fully described in Note 2 to our unaudited financial statements appearing elsewhere in this Quarterly Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our unaudited financial statements.

Off-BalanceSheet Arrangements

None.

Item3. Quantitative And Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide the information called for by this Item.

Item4. Controls and Procedures.

Evaluationof Disclosure Controls and Procedures.

Our management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

12

Our management assessed the effectiveness of our disclosure controls and procedures based on the parameters set forth above and has concluded that as of March 31, 2026, our disclosure controls and procedures have the following material weaknesses:

●	The Company does not have sufficient segregation of duties within accounting functions due to only having two officers and limited resources.
●	The Company does not have an independent board of directors or an audit committee.
●	The Company does not have written documentation of our internal control policies and procedures.
●	The greater portion of the Company’s financial reporting is carried out by a financial consultant.

We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition.

Changesin Internal Control over Financial Reporting.

There have been no change in our internal control over financial reporting during the three months ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

13

PART

II – OTHER INFORMATION

Item1. Legal Proceedings.

The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.

Item1A. Risk Factors.

We are a smaller reporting company and not required to include risk factor disclosures.

Item2. Unregistered Sales of Equity Securities and Use Of Proceeds.

None.

Item3. Defaults Upon Senior Securities.

None.

Item4. Mine Safety Disclosures.

Not applicable.

Item5. Other Information.

During the quarter ended March 31, 2026, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

14

Item6. Exhibits.

The following exhibits are included as part of this report:

Exhibit		Incorporated by Reference
Number	Exhibit Description	Form	Exhibit	Filing Date
3.1	Articles<br> of Incorporation and Amendments, as filed with the Nevada Secretary of State.	SB-2	3.1	6/8/2007
3.2-a	Certificates<br> of Amendment	10-K	3.2	7/21/2020
3.2-b	Certificate of Correctiton*
3.3	Motion<br> for Custodianship	10-K	3.3	7/21/2020
3.4	Certificate<br> of Reinstatement	10-K	3.4	7/21/2020
3.5	Bylaws	SB-2	3.2	6/8/2007
31*	Rule<br> 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer.
32*	Rule 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension<br> Schema Document.
101.CAL*	XBRL Taxonomy Extension<br> Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension<br> Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension<br> Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension<br> Presentation Linkbase Document.
104	Cover<br> Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*	Filed herewith.
---	---

15

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BRYN, INC.
Dated: May 19, 2026	By:	/s/ John Leo
		John Leo
		Chief Executive Officer<br> and<br><br> Principal Executive Officer,
Dated: May<br> 19, 2026	By:	/s/ Arthur Magee
---	---	---
		Arthur Magee
		Chief Financial Officer and<br><br>Principal Financial and Accounting Officer,

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

16

Exhibit 3.2-b

Filed in the Office of Secretary of State State Of Nevada Business Number E0270812006-3 Filing Number 20244307038 Filed On 9/4/2024 9:42:00 AM Number of Pages 1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, John Leo, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Byrn Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarter report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
---	---
a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
Dated: May 19, 2026	By:	/s/ John Leo
---	---	---
		Chief Executive Officer
		Principal Executive Officer

CERTIFICATION OF PRINCIPALFINANCIAL OFFICER

I, Arthur Magee, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Byrn Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarter report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
---	---
a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
Dated: May 19, 2026	By:	/s/ Arthur Magee
---	---	---
		Chief Financial Officer
		Principal Financial Officer

Exhibit 32

---

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION1350AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Byrn Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Leo, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
---	---
Dated: May 19, 2026	By:	/s/ John Leo
---	---	---
		John Leo
		Chief Executive Officer
		(Principal Executive Officer)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION1350AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Byrn Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Arthur Magee, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
---	---
Dated: May 19, 2026	By:	/s/ Arthur Magee
---	---	---
		Arthur Magee
		Chief Financial Officer
		Principal Financial Officer