FOFA 10-Q
Family Office Of America, Inc. (FOFA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| 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
(formerly known as Qualis Innovations, Inc.)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value
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.
Indicate
by checkmark 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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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 | ☐ |
| ☒ | 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 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 Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of November 14, 2025, there were shares of common stock outstanding.
FAMILY OFFICE OF AMERICA, INC AND SUBSIDIARIES
TABLE OF CONTENTS
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DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “seeks,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Such statements may include, but are not limited to, information related to: anticipated operating results; licensing arrangements; relationships with our customers; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in accounting treatment; cost of sales; selling, general and administrative expenses; interest expense; the ability to secure materials and subcontractors; the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue our operations and take advantage of opportunities; legal proceedings and claims.
Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.
USE OF CERTAIN DEFINED TERMS
Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” or “the Company” is of Family Office of America, Inc., formerly known as Qualis Innovations, Inc.
In addition, unless the context otherwise requires and for the purposes of this report only:
| ● | “Family Office” refers to Family Office of America, Inc., formerly known as Qualis Innovations, Inc., a Nevada corporation; | |
| ● | “Commission” refers to the Securities and Exchange Commission; | |
| ● | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; and | |
| ● | “Securities Act” refers to the Securities Act of 1933, as amended. |
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FAMILY OFFICE OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUIY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Short-term note payable | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity (deficit) | ||||||||
| Preferred stock, $ par value, shares authorized, shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
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FAMILY OFFICE OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, | For the Three Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||
| Gross Profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Warrants for services | ||||||||||||||||
| Stock based compensation - related parties | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense (income): | ||||||||||||||||
| Interest (income) | ( | ) | ( | ) | ||||||||||||
| Total operating expense (income) | ( | ) | ( | ) | ||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income taxes | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share, basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of shares outstanding | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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FAMILY OFFICE OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
| Common Stock | Additional Paid | Accumulated | Total Stockholders’ Equity | |||||||||||||||||
| Shares | Amount | in Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance as of January 1, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Issuance of common stock for cash | ||||||||||||||||||||
| Share settlement | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Issuance of common stock for cash | ||||||||||||||||||||
| Warrants issued for compensation - related parties | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock for cash | ||||||||||||||||||||
| Warrants issued for services | - | |||||||||||||||||||
| Warrants issued for compensation - related parties | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock for cash | ||||||||||||||||||||
| Warrants issued for services | - | |||||||||||||||||||
| Warrants issued for compensation - related parties | - | |||||||||||||||||||
| Common stock issued in conjunction with conversion of short-term note payable and accrued interest | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See accompanying notes to condensed consolidated financial statements
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FAMILY OFFICE OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Warrants issued for services | ||||||||
| Warrants issued for compensation - related parties | ||||||||
| Other current assets | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Other current liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| None | - | - | ||||||
| Net cash used in investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Issuance of common stock for cash | ||||||||
| Advance from shareholder | ||||||||
| Net cash provided by financing activities | ||||||||
| Net (decrease) increase in cash | ||||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Common stock issued in conjunction with conversion of short-term note payable and accrued interest | $ | $ | ||||||
| Common stock issued in conjunction with share agreement | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements
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FAMILY OFFICE OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES
Corporate History and Background
On December 17, 2024, the Company’s name was changed from “Qualis Innovations, Inc.” to “Family Office of America, Inc.” with the State of Nevada, and that name change (and accompanying stock ticker change from “QLIS” to “FOFA”) was processed by FINRA on or about December 23, 2024.
Family Office of America, Inc. (the “Company” or “Family Office”), formerly known as Qualis Innovations, Inc., Hoopsoft Development Corp., Yellowstone Mining, Inc. and Sky Digital Holding Corp. was incorporated in the State of Nevada on March 23, 2006 under the name Hoopsoft Development Corp (“Hoopsoft”). On January 12, 2007, the Company entered into an agreement and plan of merger (“Agreement and Plan of Merger”) with Yellowcake Mining, Inc. (“Yellowcake”), a Nevada corporation and wholly-owned subsidiary of Hoopsoft Development Corp., incorporated for the sole purpose of effecting the merger. Pursuant to the terms of the Agreement and Plan of Merger, Yellowcake merged with and into Hoopsoft, with Hoopsoft carrying on as the surviving corporation under the name “Yellowcake Mining, Inc.”
On April 6, 2011, Yellowcake restated its articles of incorporation and changed its name to Sky Digital Stores Corp (“SKYC”). On May 5, 2011, the Company entered into a Share Exchange Agreement (“Exchange Agreement”) by and among SKYC and Hong Kong First Digital Holding Ltd. (“First Digital”), and the shareholders of First Digital (the “FDH Shareholders”) entered into a Share “FDH”), and the shareholders of FDH (the “FDH Shareholders”). The closing of the transaction (the “Closing”) took place on May 5, 2011 (the “Closing Date”). On the Closing Date, pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares (the “Shares”) of FDH from the FDH Shareholders; and FDH Shareholders transferred and contributed all of their Shares to us. In exchange, the Company issued to the FDH Shareholders, their designees or assigns, an aggregate of shares (the “Shares Component”) or % of the shares of common stock of the Company issued and outstanding after the Closing (the “Share Exchange”), at $ per share.
Mr. Lin Xiangfeng planned, organized and executed the Share Exchange. Prior to the Share Exchange, Mr. Lin Xiangfeng was the largest shareholder and sole officer of FDH. He was also the CEO of SKYC but did not own any shares of the Company. The parties involved in the Share Exchange Agreement are SKYC, FDH and all FDH Shareholders. Mr. Lin Jinshui, an FDH Shareholder, is the father of Mr. Lin Xiangfeng and Mr. Lin Xiuzi, an FDH Shareholder, is the brother of Mr. Lin Xiangfeng. Other than Mr. Lin Xiangfeng, no third party played a substantial role in the agreement.
FDH
owned (i)
On
February 13, 2018, a change of control occurred, and new officers and directors of the Company were appointed. The name change of ‘Sky
Digital Stores Corp.’ (SKYC) to Family Office of America, Inc. and the
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In July 2019, John Ballard and Charles Achoa, formed a new company named EMF Medical Devices Inc. for the development, maintenance, marketing and sale of an electronic device for the treatment of pain that would make use of certain intellectual property interests held by LCMD. In May 2021 the Company changed its name to mPathix Health Inc. John Ballard is the Company’s previous Chief Financial Officer and Charles Achoa does not participate in any management or board position.
On June 28, 2021, the Company entered into a Share Exchange Agreement (“Exchange Agreement”) by and among mPathix Health, Inc. (formerly EMF Medical Devices, Inc., a Delaware corporation) (“mPathix”) and Family Office. The closing of the transaction (the “Closing”) took place on June 29, 2021 (the “Closing Date”). On the Closing Date, pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares (the “Shares”) of mPathix. In exchange, the Company issued to the mPathix shareholder’s, their designees or assigns, an aggregate of shares of Company common stock (the “Shares Component”) or % of the shares of common stock of the Company issued and outstanding after the Closing (the “Share Exchange”), at a valuation of $ per share, and the Company issued warrants to purchase an additional shares ( warrants issued to the Company’s previous CEO and to CreoMed which is beneficially owned by Dr. Joseph Pergolizzi, the Company’s acting CEO and chairman of the board) of the Company’s common stock, exercisable for years at a $ per share exercise price, subject to adjustment. In connection with the closing of the mPathix acquisition, the officers and directors of mPathix were appointed as the officers and directors of the Company. On June 29, 2021, the Company issued common shares for the recapitalization of Family Office in conjunction with the reverse acquisition for a net book value of $.
The acquisition was accounted for as a “reverse merger’’ and recapitalization since the stockholders of mPathix owned a majority of the outstanding shares of the common stock immediately following the completion of the transaction assuming that holders of % of the Public Shares exercise their conversion rights. mPathix was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of mPathix. As a result, Family Office was considered to be the continuation of the predecessor mPathix. Accordingly, the assets and liabilities and the historical operations that are reflected in the condensed consolidated financial statements are those of mPathix and are recorded at the historical cost basis of mPathix. Family Office’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of mPathix after consummation of the acquisition.
Family Office of Maryland, LLC
Family
Office of Maryland, LLC (“FO Maryland”), a Colorado corporation was incorporated on September 23, 2025 as a subsidiary of
the Company. FO Maryland is engaged in the business of providing family office services, including but not limited to financial planning,
investment management, tax preparation, bookkeeping, and related non-attest accounting services, primarily in Maryland.
NOTE 2 – BASIS OF PRESENTATION
The accompanying interim unaudited condensed consolidated financial statements (“Interim Financial Statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and are presented in accordance with the requirements of Rule 10-01 of Regulation S-X. Accordingly, these Interim Financial Statements do not include all of the information and notes required by GAAP for complete financial statements. These Interim Financial Statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2024 included in the Form 10-K filed with the SEC on March 10, 2025. In the opinion of management, the Interim Financial Statements included herein contain all adjustments, including normal recurring adjustments, considered necessary to present fairly the Company’s financial position, the results of operations and cash flows for the periods presented. The operating results and cash flows of the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year.
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The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.
The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities.
Going Concern
The
accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which
contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company
had an accumulated deficit of $
While the Company is attempting to expand operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While management believes in the viability of its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s condensed consolidated financial statements. The condensed consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the condensed consolidated financial statements.
Principles of Consolidation
The Company consolidates all entities that we control by ownership of a majority voting interest. We eliminate from our financial results all significant intercompany transactions.
Ownership interests in the Company’s subsidiaries held by parties other than the Company are presented separately from the Company’s equity in the consolidated balance sheets as “noncontrolling interests.” The amount of consolidated net loss attributable to the Company and the noncontrolling interests are both presented on the face of the consolidated statements of operations.
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Use of Estimates
The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the condensed consolidated financial statements. The more significant estimates and assumptions by management include among others: common stock valuation, amortization of intangible assets, depreciation of property and equipment, the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.
Cash
The
Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC)
up to $
Related Parties
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company.
Income Taxes
Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Balance Sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the condensed consolidated Statements of Operations.
ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s condensed consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company does not have a liability for unrecognized income tax benefits.
Advertising and Marketing Costs
Advertising
and marketing expenses are recorded as marketing expenses when they are incurred. The Company had
General and Administrative Expenses
General and administrative expenses consisted of professional service fees, and other general and administrative overhead costs. Expenses are recognized when incurred.
Property and Equipment
Property
and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally
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Impairment of Long-lived Assets
In accordance with ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”, the Company periodically evaluates whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value.
The Company’s impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with the Company’s assumptions and estimates, or the assumptions and estimates change due to new information, the Company may be exposed to an impairment charge in the future.
Fair Value of Financial Instruments
The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2025, there were no financial instruments requiring fair value.
Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:
| ● | Level 1 – Quoted prices in active markets for identical assets or liabilities. | |
| ● | Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
| ● | Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities |
The carrying value of financial assets and liabilities recorded at fair value are measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels.
Segment Reporting
In
accordance with ASC 280, “Segment Reporting”, the Company’s chief operating decision maker has been identified as the
Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the
entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected
segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries
in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment
Reporting” due to their similarities in economic characteristics such as nature of services; and procurement processes. Since the
Company operates in
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The computation of net profit (loss) per share included in the Statements of Operations, represents the net profit (loss) per share that would have been reported had the Company been subject to ASC 260, “Earnings Per Share as a corporation for all periods presented.
Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
Potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period.
There were and , and and dilutive securities outstanding for the three and nine months ended September 30, 2025 and 2024, respectively. These potential dilutive securities outstanding have not been considered as the inclusion would be anti-dilutive.
In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), stock-based compensation issued to employees, consultants, and members of our board of directors is measured at the date of grant based on the estimated fair value of the award (market prices or price of recently sold securities), net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis.
For purposes of determining the variables used in the calculation of stock-based compensation, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Binomial valuation option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our consolidated statements of operations. The Company recognizes actual forfeitures in the period that they occur. Actual forfeitures could also have a material impact on our consolidated financial statements.
Non-Cash Equity Transactions
Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock.
Concentrations, Risks, and Uncertainties
Business Risk
Substantial business risks and uncertainties are inherent to an entity, including the potential risk of business failure.
The Company is headquartered and operates in the United States. To date, the Company has generated no revenues from operations. There can be no assurance that the Company will be able to raise additional capital and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. Currently, these contingencies include general economic conditions, price of components, competition, and governmental and political conditions.
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Interest rate risk
Financial assets and liabilities do not have material interest rate risk.
Credit risk
The Company is not exposed to credit risk.
Seasonality
The business is not subject to substantial seasonal fluctuations.
Major Suppliers
The Company has not entered into any contracts that obligate it to purchase a minimum quantity or exclusively from any supplier.
Recent Accounting Pronouncements
In December 2023 FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollars and percentages. The guidance requires the rate reconciliation to include specific categories and provides further guidance on disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate. For entities reconciling to the US statutory rate of 21%, this would generally require disclosing any reconciling items that impact the rate by 1.05% or more. ASU 2023-09 is effective for public business entities for annual periods beginning after Dec. 15, 2024 (generally, calendar year 2025) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. The adoption of ASU 2023-09 did not have an impact on the Company’s financial statements.
In November 2023 the FASB issued ASU 2023-07 (ASU 2023-07), Segment Reporting – Improvements to Reportable Segment Disclosures. The ASU will now require public entities to disclose its significant segment expenses categories and amounts for each reportable segment. Under the ASU, a significant segment expense is an expense that is:
| ● | significant to the segment, | |
| ● | regularly provided to or easily computed from information regularly provided to the chief operating decision maker (CODM), and | |
| ● | included in the reported measure of segment profit or loss. |
The ASU is effective for public entities for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024 (calendar year public entity will adopt the ASU in its 2024 Form 10 K). The ASU should be adopted retrospectively unless it’s impracticable to do so. Early adoption of the ASU is permitted, including in an interim period. The adoption of ASU 2023-07 did not have an impact on the Company’s financial statements since it operates in one reportable segment and has yet to generate revenues.
The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent accounting pronouncements not specifically identified in our disclosures are either not applicable to the Company or are not expected to have a material effect on our financial condition or results of operations.
| 14 |
NOTE 4 – SHORT TERM LOAN
The
Company borrows funds from the Company’s CEO for working capital purposes from time to time. The Company has recorded the principal
balance due of $
On
July 31, 2025, the holder of the short-term note payable converted a total $
NOTE 5 – STOCKHOLDERS’ DEFICIT
The Company has authorized preferred stock with a par value of $ with preferred shares outstanding at September 30, 2025 and December 31, 2024.
The Company has authorized shares of par value $ common stock, of which and shares are outstanding at September 30, 2025 and December 31, 2024, respectively.
As of September 30, 2025, the Company has not issued an aggregate common shares to six shareholders (a total of to related parties and to a third parties). These shares are reflected in the weighted-average shares outstanding and included in the Company’s outstanding shares balance of .
Common Stock
On
January 15, 2025, the Company initiated a Regulation D offering to sell up to common shares at a price of $ per share.
Holders of the common shares will have voting rights. As of September 30, 2025, a total of common shares were sold to accredited
investors at a price of $ per common share totaling $
In
January 2024, the Company issued common shares to two (2) affiliates for aggregate gross proceeds of $
In
January 2024, the Company issued a total of common shares valued at $
Warrants
On
January 15, 2025, the Company granted a total of warrants to purchase
On
June 11, 2025, the Company granted a total of warrants to purchase
| 15 |
On
August 1, 2025, the Company granted a total of warrants to purchase
The following represents a summary of the warrants outstanding at September 30, 2025 and changes during the periods then ended:
| Warrants | Weighted Average Exercise Price | Weighted Average Contract Life (in Years) | Aggregate Intrinsic Value * | |||||||||||||
| Outstanding at January 1, 2024 | $ | $ | ||||||||||||||
| Granted | - | |||||||||||||||
| Exercised | - | |||||||||||||||
| Expired/Forfeited | - | |||||||||||||||
| Outstanding at December 31, 2024 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | - | |||||||||||||||
| Expired/Forfeited | ( | ) | - | |||||||||||||
| Outstanding at September 30, 2025 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2025 | $ | $ | ||||||||||||||
| Expected to be vested | $ | $ | ||||||||||||||
| * |
Options
| Options | Weighted Average Exercise Price | Weighted Average Contract Life (in Years) | Aggregate Intrinsic Value * | |||||||||||||
| Outstanding at January 1, 2024 | $ | $ | ||||||||||||||
| Granted | - | |||||||||||||||
| Exercised | - | |||||||||||||||
| Expired/Forfeited | - | |||||||||||||||
| Outstanding at December 31, 2024 | $ | $ | ||||||||||||||
| Granted | - | |||||||||||||||
| Exercised | - | |||||||||||||||
| Expired/Forfeited | - | |||||||||||||||
| Outstanding at September 30, 2025 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2025 | $ | $ | ||||||||||||||
| Expected to be vested | $ | $ | ||||||||||||||
| * |
NOTE 6 – RELATED PARTY TRANSACTIONS
Other than as set forth below, and as disclosed in Notes 4 and 5, there have not been any transaction entered into or been a participant in which a related person had or will have a direct or indirect material interest.
| 16 |
FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations.
Basic earnings (loss) per share are computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
For the Nine Months Ended September 30, | For the Three Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Options to purchase shares of common stock | ||||||||||||||||
| Warrants to purchase shares of common stock granted on February 14, 2021 to CreoMed, Inc.* | ||||||||||||||||
| Warrants to purchase shares of common stock granted on March 16, 2021 to Demir Bingol* | ||||||||||||||||
| Warrants to purchase shares of common stock granted on April 1, 2022 to CreoMed, Inc. | ||||||||||||||||
| Warrants to purchase shares of common stock granted on various dates in fiscal year 2022 and 2025 | ||||||||||||||||
| Total potentially dilutive shares | ||||||||||||||||
| * |
For the Nine Months Ended September 30, | For the Three Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss attributable to the common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic weighted average outstanding shares of common stock | ||||||||||||||||
| Dilutive effect of options and warrants | ||||||||||||||||
| Diluted weighted average common stock and common stock equivalents | ||||||||||||||||
| Loss per share: | ||||||||||||||||
| Basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| 17 |
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Legal
From time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results.
2021 Equity Incentive Plan
In June 2021, the board of directors of the Company authorized the adoption and implementation of the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). The principal purpose of the 2021 Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its related companies by providing them the opportunity to acquire a proprietary interest in the Company and to link their interests and efforts to the long-term interests of the Company’s shareholders. Under the 2021 Plan, an aggregate of shares of the Company’s common stock have initially been reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock awards, restricted stock, restricted stock units and other stock and cash-based awards. The exercise price for each option may not be less than fair market value of the common stock on the date of grant, and shall vest as determined by the Company’s board of directors but shall not exceed a ten-year period.
NOTE 9 – SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after September 30, 2025 up through the date the condensed consolidated financial statements were available to be issued. During this period, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the period ended September 30, 2025, except for the following:
Asset Purchase Agreement
On October 1, 2025, FO Maryland entered into an Asset Purchase Agreement (“Agreement”) with Toone & Associates, LLP, a Maryland limited liability partnership (“Seller”), in which FO Maryland acquired certain assets of the Seller related to the non-attest services only (services such as tax preparation, bookkeeping, advisory, or compilations without an attest report and is not considered a CPA firm under the Uniform Accountancy Act or state regulations).
The acquired assets include all right, title, and interest in and to the assets of the Seller related to the accounting services portion of the business, including but not limited to:
| 1. | all client lists, contracts, and relationships related to accounting services; | |
| 2. | all tangible personal property with the clients relationships, equipment, furniture, fixtures, and supplies used in the accounting services; | |
| 3. | all intellectual property, including trademarks, copyrights, software, and know-how related to accounting services; | |
| 4. | all accounts receivable arising from accounting services; | |
| 5. | all goodwill associated with the accounting services; and | |
| 6. | all books, records, and files related thereto; but expressly excluding the excluded assets: |
| (a) | only assets directly related to the litigation services portion of the Business; | |
| (b) | cash and cash equivalents; | |
| (c) | corporate records not related to the Acquired Assets; | |
| (d) | tax refunds; and | |
| (e) | any other assets not expressly included in the Acquired Assets |
In addition, FO Maryland shall assume only the following liabilities:
| 1. | obligations under client contracts related to accounting services that arise after the Closing Date; and | |
| 2. | accounts payable related to the acquired assets accruing after the Closing Date. | |
| 3. | The Buyer shall not assume any excluded liabilities (as defined). |
| 18 |
The
aggregate purchase price for the acquired assets shall be One Million Five Hundred Thousand Dollars ($
| 1. | Seven
Hundred Fifty Thousand Dollars ($ | |
| 2. | Four
Hundred Fifty Thousand Dollars ($ | |
| 3. | Three
Hundred Thousand Dollars ($ |
FO Maryland intends to retain the services of Bruce Toone as a consultant and manager (“Consultant”) for a period of two full tax seasons, the terms of which are as follows:
The Consultant shall provide public accounting services to the Company, including but not limited to tax preparation, financial reporting, bookkeeping, training of staff and Buyer to manage the company and detail training of the staff in being able to answer questions of clients, office management services, and proactively helping Buyer to introduce Family Office Services to clients (collectively, the “Services”). The Services shall exclude audit services.
The term of this Agreement shall commence on the Effective Date and continue for a period of two (2) years (the “Initial Term”), unless earlier terminated (as defined). Upon expiration of the Initial Term, this Agreement may be renewed for additional one (1) year periods upon mutual written agreement of the parties.
In
consideration for the Services, the Company shall pay the Consultant a total annual fee of Two Hundred Sixteen Thousand Dollars ($
| 19 |
PART I
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statement Notice
Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Goliath Film and Media Holdings, (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
Description of Business
On December 17, 2024, the Company’s name was changed from “Qualis Innovations, Inc.” to “Family Office of America, Inc.” with the State of Nevada, and that name change (and accompanying stock ticker change from “QLIS” to “FOFA”) was processed by FINRA on or about December 23, 2024.
Family Office of America, Inc. (the “Company” or “Family Office”), formerly known as Qualis Innovations, Inc., Hoopsoft Development Corp., Yellowstone Mining Inc., Sky Digital Stores Corp., and Sky Digital Holdings Corp., was incorporated in the State of Nevada on March 23, 2006.
In July 2019, John Ballard and Charles Achoa, formed a new company named EMF Medical Devices Inc. for the development, maintenance, marketing and sale of an electronic device for the treatment of pain that would make use of certain intellectual property interests held by LCMD. In May 2021 that company changed its name to mPathix Health Inc.
On June 28, 2021, the Company entered into a Share Exchange Agreement (“Exchange Agreement”) by and among mPathix Health, Inc. (formerly EMF Medical Devices, Inc., a Delaware corporation) (“mPathix”) and Family Office. The closing of the transaction (the “Closing”) took place on June 29, 2021 (the “Closing Date”). On the Closing Date, pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares (the “Shares”) of mPathix. In exchange, the Company issued to the mPathix shareholder’s, their designees or assigns, an aggregate of 6,988,300 shares of Company common stock (the “Shares Component”) or 93.36% of the shares of common stock of the Company issued and outstanding after the Closing (the “Share Exchange”), at a valuation of $0.50 per share, and the Company issued warrants to purchase an additional 1,098,830 shares (698,830 warrants issued to the Company’s previous CEO and 400,000 to CreoMed which is beneficially owned by Dr. Joseph Pergolizzi, the Company’s previous acting CEO and chairman of the board) of the Company’s common stock, exercisable for 10 years at a $0.50 per share exercise price, subject to adjustment. In connection with the closing of the mPathix acquisition, the officers and directors of mPathix were appointed as the officers and directors of the Company. On June 29, 2021, the Company issued 496,650 common shares for the recapitalization of Family Office in conjunction with the reverse acquisition for a net book value of $0.
The acquisition was accounted for as a “reverse merger’’ and recapitalization since the stockholders of mPathix owned a majority of the outstanding shares of the common stock immediately following the completion of the transaction assuming that holders of 10% of the Public Shares exercise their conversion rights. mPathix was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of mPathix. As a result, Family Office was considered to be the continuation of the predecessor mPathix. Accordingly, the assets and liabilities and the historical operations that are reflected in the condensed consolidated financial statements are those of mPathix and are recorded at the historical cost basis of mPathix. Family Office’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of mPathix after consummation of the acquisition.
| 20 |
The Company is an early-stage company that is focused on the acquisition of interests in CPA firms and receiving a portion of revenues from those firms and providing family office services to these CPA clients. Family offices are different from traditional wealth management shops in that they offer a total solution to managing the financial and investment needs of an affluent individual or family. For example, in addition to financial planning and investment management, many family offices offer budgeting, insurance, charitable giving, wealth transfer planning, tax services, and more.
The CPA industry is very large and is estimated to be $147.5 billion in 2023, with 1.44 million CPAs in the U.S. (Statista Research Department).
It is estimated that 75% of CPAs have reached retirement age (AICPA). In 2010, approximately 50,000 people took the CPA exam and by 2021 only 32,000 took the exam. The Company believes there is a shortage of CPAs. Consolidation and automation will likely be necessary. These additional services provided to their clients will help expand revenues.
With so many CPA’s expected to retire over the next 10 years, the Company provides a succession plan and a very attractive path with an easy transition for clients. Our structure is attractive for CPA’s wishing to grow as well as those looking to retire. FOFA’s philosophy is to be professional, respectful, fair, and helpful.
At Family Office of America, we bring a team of professionals to provide clients with integrated services to empower financial success. It is not just for the uber-wealthy.
The Company desires to purchase a minority or as much as 100% of a CPA practice with a significant portion in cash. The CPA practice would own a portion of a wealth management entity and receive distributions as an owner. The Company plans to retain ownership in each Family office vertical for example the wealth advisory firm. Smaller firms can come under the Family Office of America platform, benefit greatly from the platform services, and have an exit strategy.
The wealth management industry is highly competitive and is comprised of many players. We will compete directly with some of the largest financial service companies, as well as some of the smallest. We will primarily compete on the basis of several factors, including our level of service, the quality of our advice, independence, stability, performance results, breadth of our capabilities and fees.
The Company provides the following services:
| ● | CPA Services | |
| ● | Tax planning and preparation | |
| ● | Wealth Management | |
| ● | Asset Management | |
| ● | Estate Planning | |
| ● | Asset Protection | |
| ● | Insurance Consulting | |
| ● | Investment Banking |
| 21 |
The Company structure and service fees would be as follows:
Family Office of America owns Family Office of Florida Ltd.
Family Office of Florida has a platform CPA firm in Miami and partner in Family Office of Miami.
The platform CPA firm receives fees from Family Office of Miami.
Family Office of Miami offers an array of services including Wealth Management.
Family Office of Florida acquires other CPA firms and Miami CPA platform can integrate the CPA firm into their practice, thus expanding the platform CPA and the Family Office of Miami.
Service Agreement is paid to the CPA platform firm from Miami Family Office and a Platform Fee is paid to Family Office of Florida.
In the future, the Company intends to open offices in the following cities:
| ● | Phoenix, AZ | |
| ● | Centennial, CO | |
| ● | Houston, TX | |
| ● | Nashville, TN | |
| ● | Charlotte, NC | |
| ● | Orlando, FL | |
| ● | Ft. Lauderdale, FL | |
| ● | Cocoa Beach, FL |
| 22 |
Family Office of Maryland, LLC
Family Office of Maryland, LLC (“FO Maryland”), a Colorado corporation was incorporated on September 23, 2025 as a subsidiary of the Company. FO Maryland is engaged in the business of providing family office services, including but not limited to financial planning, investment management, tax preparation, bookkeeping, and related non-attest accounting services, primarily in Maryland. The Members’ ownership interests are Family Office of America Inc. of 100%. Major decisions require approval by Members holding a majority of the Membership Interests (i.e., greater than 50%). Profits and losses shall be allocated to the Members in proportion to their Membership Interests.
We eliminate from our financial results all significant intercompany transactions.
Ownership interests in the Company’s subsidiaries held by parties other than the Company are presented separately from the Company’s equity in the consolidated balance sheets as “noncontrolling interests.” The amount of consolidated net loss attributable to the Company and the noncontrolling interests are both presented on the face of the consolidated statements of operations.
Asset Purchase Agreement
On October 1, 2025, FO Maryland entered into an Asset Purchase Agreement (“Agreement”) with Toone & Associates, LLP, a Maryland limited liability partnership (“Seller”), in which FO Maryland acquired certain assets of the Seller related to the non-attest services only (services such as tax preparation, bookkeeping, advisory, or compilations without an attest report and is not considered a CPA firm under the Uniform Accountancy Act or state regulations).
The acquired assets include all right, title, and interest in and to the assets of the Seller related to the accounting services portion of the business, including but not limited to:
| 1. | all client lists, contracts, and relationships related to accounting services; | |
| 2. | all tangible personal property with the clients relationships, equipment, furniture, fixtures, and supplies used in the accounting services; | |
| 3. | all intellectual property, including trademarks, copyrights, software, and know-how related to accounting services; | |
| 4. | all accounts receivable arising from accounting services; | |
| 5. | all goodwill associated with the accounting services; and | |
| 6. | all books, records, and files related thereto; but expressly excluding the excluded assets: |
| (a) | only assets directly related to the litigation services portion of the Business; | |
| (b) | cash and cash equivalents; | |
| (c) | corporate records not related to the Acquired Assets; | |
| (d) | tax refunds; and | |
| (e) | any other assets not expressly included in the Acquired Assets |
In addition, FO Maryland shall assume only the following liabilities:
| 1. | obligations under client contracts related to accounting services that arise after the Closing Date; and | |
| 2. | accounts payable related to the acquired assets accruing after the Closing Date. | |
| 3. | The Buyer shall not assume any excluded liabilities (as defined). |
The aggregate purchase price for the acquired assets shall be One Million Five Hundred Thousand Dollars ($1,500,000) (the “Purchase Price”), payable as follows:
| 1. | Seven Hundred Fifty Thousand Dollars ($750,000) at Closing; | |
| 2. | Four Hundred Fifty Thousand Dollars ($450,000) on October 1, 2026; and | |
| 3. | Three Hundred Thousand Dollars ($300,000) on May 1, 2027. |
The Purchase Price shall be subject to adjustment based on the actual revenue and EBITDA generated by the acquired assets during the twelve (12)-month period following the closing date (the “Measurement Period”). If the actual revenue during the Measurement Period is less than One Million Five Hundred Thousand Dollars ($1,500,000) by five percent (5%) or more, or if the actual EBITDA is less than Five Hundred Thousand Dollars ($500,000) by ten percent (10%) or more, the Purchase Price shall be reduced on a dollar-for-dollar basis by the amount of such shortfall(s), prorated across the remaining payments. The parties shall cooperate in good faith to calculate such adjustments, with final determination by an independent accountant if disputed. Any adjustment shall be applied first to reduce the second payment, then the final payment, as applicable’
| 23 |
FO Maryland intends to retain the services of Bruce Toone as a consultant and manager (“Consultant”) for a period of two full tax seasons, the terms of which are as follows:
The Consultant shall provide public accounting services to the Company, including but not limited to tax preparation, financial reporting, bookkeeping, training of staff and Buyer to manage the company and detail training of the staff in being able to answer questions of clients, office management services, and proactively helping Buyer to introduce Family Office Services to clients (collectively, the “Services”). The Services shall exclude audit services.
The term of this Agreement shall commence on the Effective Date and continue for a period of two (2) years (the “Initial Term”), unless earlier terminated (as defined). Upon expiration of the Initial Term, this Agreement may be renewed for additional one (1) year periods upon mutual written agreement of the parties.
In consideration for the Services, the Company shall pay the Consultant a total annual fee of Two Hundred Sixteen Thousand Dollars ($216,000), payable in equal installments of Nine Thousand Dollars ($9,000) on the first (1st) and fifteenth (15th) day of each month.
Financing Transactions
Short Term Note Payable
The Company borrows funds from the Company’s CEO for working capital purposes from time to time. The Company has recorded the principal balance due of $9,627 and $9,627 under short term note payable in the accompanying condensed consolidated balance sheets at September 30, 2025 and December 31, 2024, respectively. The Company received no advances and had no repayments for the three and nine months ended September 30, 2025 and 2024, respectively. The advance from our CEO was not made pursuant to any loan agreements or promissory notes, are interest bearing at 10% per annum and due on demand. On July 31, 2025, the holder of the short-term note payable converted a total $11,205 (comprised of $9,627 of short-term note payable and $1,578 of accrued interest) in exchange for the issuance of 112,054 shares of Common Stock to the holders.
Common Stock
On July 31, 2025, the holder of the short-term note payable converted a total $11,205 (comprised of $9,627 of short-term note payable and $1,578 of accrued interest) in exchange for the issuance of 112,054 shares of Common Stock to the holders.
On January 15, 2025, the Company initiated a Regulation D offering to sell up to 6,000,000 common shares at a price of $0.10 per share. Holders of the common shares will have voting rights. As of September 30, 2025, a total of 9,150,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $915,000.
In January 2024, the Company issued 2,000,000 common shares to two (2) affiliates for aggregate gross proceeds of $100,000.
In January 2024, the Company issued a total of 10,000,000 common shares valued at $500,000 (based on the estimated fair value of the stock on the date of grant) to two affiliates in settlement of a dispute.
As of September 30, 2025, the Company has not issued an aggregate 2,712,054 common shares to six shareholders (a total of 112,054 to related parties and 2,600,000 to a third parties). These shares are reflected in the weighted-average shares outstanding and included in the Company’s outstanding shares balance of 29,702,054.
Warrants
On January 15, 2025, the Company granted a total of 3,000,000 warrants to purchase 3,000,000 of the Company’s common stock, with 1,500,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO and 1,500,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $171,239 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2nd anniversary from the grant date. During the three and nine months ended September 30, 2025 and 2024, the Company recognized $14,270 and $101,115 under stock-based compensation – related parties in the condensed consolidated statements of operations.
| 24 |
On June 11, 2025, the Company granted a total of 1,500,000 warrants to purchase 1,500,000 of the Company’s common stock to third parties, valued at $99,476 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2nd anniversary from the grant date. During the three and nine months ended September 30, 2025 and 2024, the Company recognized $8,290 and $42,830 under warrants for services in the condensed consolidated statements of operations.
On August 1, 2025, the Company granted a total of 250,000 warrants to purchase 250,000 of the Company’s common stock to third parties, valued at $16,579 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 83,333 at date of grant, 83,333 in one year from the grant date, and the remaining 83,334 on the 2nd anniversary from the grant date. During the three and nine months ended September 30, 2025 and 2024, the Company recognized $6,448 and $6,448 under warrants for services in the condensed consolidated statements of operations.
Limited Operating History; Need for Additional Capital
There is limited historical financial information about us on which to base an evaluation of our performance. We have not finalized development of our planned SOLACE device, nor have we generated any cash flow from operations. The Company’s cash position may not be sufficient to support the Company’s daily operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must receive additional capital. We have no assurance that future financing will materialize. If that financing is not available, we may be unable to continue operations.
Overview of Presentation
The following Management’s Discussion and Analysis (“MD&A”) or Plan of Operations includes the following sections:
| ● | Results of Operations | |
| ● | Liquidity and Capital Resources | |
| ● | Capital Expenditures | |
| ● | Going Concern | |
| ● | Critical Accounting Policies | |
| ● | Off-Balance Sheet Arrangements |
General and administrative expenses consist primarily of personnel costs and professional fees required to support our operations and growth.
Depending on the extent of our future growth, we may experience significant strain on our management, personnel, and information systems. We will need to implement and improve operational, financial, and management information systems. In addition, we are implementing new information systems that will provide better record-keeping. However, there can be no assurance that our management resources or information systems will be sufficient to manage any future growth in our business, and the failure to do so could have a material adverse effect on our business, results of operations and financial condition.
| 25 |
Results of Operations
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
The following discussion represents a comparison of our results of operations for the three months ended March 31, 2025 and 2024. The results of operations for the periods shown in our unaudited condensed consolidated financial statements are not necessarily indicative of operating results for the entire period. In the opinion of management, the unaudited condensed consolidated financial statements recognize all adjustments of a normal recurring nature considered necessary to fairly state our financial position, results of operations and cash flows for the periods presented.
| Three Months Ended | Three Months Ended | |||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Net revenues | $ | - | $ | - | ||||
| Cost of sales | - | - | ||||||
| Gross Profit | - | - | ||||||
| Operating expenses | 55,169 | 21,438 | ||||||
| Other (income) expense | (4,225 | ) | 1,238 | |||||
| Net loss before income taxes | $ | (50,944 | ) | $ | (22,676 | ) | ||
Revenues
For the three months ended September 30, 2025 and 2024, we had no revenues.
Cost of Sales
For the three months ended September 30, 2025 and 2024, we had no cost of sales.
Operating expenses
Operating expenses increased by $33,731, or 157.3%, to $55,169 for three months ended September 30, 2025 from $21,438 for the three months ended September 30, 2024 primarily due to increases in consulting fees of $5,225, travel costs of $870, warrants for services of $14,738, and stock based compensation - related parties of $14,270, offset primarily by professional fees of $605,and general and administration costs of $767 as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.
For the three months ended September 30, 2025, we had warrants for services of $14,738, stock based compensation - related parties of $14,270, and general and administrative expenses of $26,161 primarily due to consulting fees of $22,975, professional fees of $2,687, travel costs of $870, and general and administration costs of $371 as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.
For the three months ended September 30, 2024, we had general and administrative expenses of $21,438 primarily due to consulting fees of $17,750, professional fees of $3,292, and general and administration costs of $396 as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.
Other (Income) Expense
Other (income) expense for the three months ended September 30, 2025 totaled $4,225 primarily due to interest income compared to other expense of $1,238 due to interest expense.
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Net loss before income taxes
Net loss before income for three months ended September 30, 2025 totaled $50,944 primarily due to (increases/decreases) in warrants for services, stock based compensation - related parties, professional fees, consulting fees, travel costs, and general and administration costs compared to a loss of $22,676 for three months ended September 30, 2024 primarily due to (increases/decreases) in professional fees, consulting fees, and general and administration costs.
Assets and Liabilities
Assets were $829,347 as of September 30, 2025. Assets consisted primarily of cash of $827,598 and other current assets of $1,749. Liabilities were $25,681 as of September 30, 2025. Liabilities consisted primarily of accounts payable.
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
The following discussion represents a comparison of our results of operations for the nine months ended September 30, 2025 and 2024. The results of operations for the periods shown in our unaudited condensed consolidated financial statements are not necessarily indicative of operating results for the entire period. In the opinion of management, the unaudited condensed consolidated financial statements recognize all adjustments of a normal recurring nature considered necessary to fairly state our financial position, results of operations and cash flows for the periods presented.
| Nine Months Ended | Nine Months Ended | |||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Net revenues | $ | - | $ | - | ||||
| Cost of sales | - | - | ||||||
| Gross Profit | - | - | ||||||
| Operating expenses | 257,955 | 67,473 | ||||||
| Other (income) expense | (8,462 | ) | 2,591 | |||||
| Net loss before income taxes | $ | (249,493 | ) | $ | (70,064 | ) | ||
Revenues
For the nine months ended September 30, 2025 and 2024, we had no revenues.
Cost of Sales
For the nine months ended September 30, 2025 and 2024, we had no cost of sales.
Operating expenses
Operating expenses increased by $190,482, or 282.3%, to $257,955 for nine months ended September 30, 2025 from $67,473 for the nine months ended September 30, 2024 primarily due to increases in warrants for services of $49,278, stock based compensation - related parties of $101,115, consulting fees of $33,755, professional fees of $3,963, travel costs of $1,208, and general and administration costs of $1,163, as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.
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For the nine months ended September 30, 2025, we had warrants for services of $49,278, stock based compensation - related parties of $101,115, general and administrative expenses of $107,562 primarily due to consulting fees of $71,475, professional fees of $32,798, travel costs of $1,208, and general and administration costs of $2,081 as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.
For the nine months ended September 30, 2024, we had general and administrative expenses of $67,473 primarily due to consulting fees of $37,720, professional fees of $28,835, and general and administration costs of $918 as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.
Other (Income) Expense
Other (income) expense for the nine months ended September 30, 2025 totaled $8,462 primarily due to interest income compared to other expense of $2,591 due to interest expense.
Net loss before income taxes
Net loss before income for the nine months ended September 30, 2025 totaled $249,493 primarily due to (increases/decreases) in warrants for services, stock based compensation - related parties, professional fees, consulting fees, and general and administration costs compared to a loss of $70,064 for the nine months ended September 30, 2024 primarily due to (increases/decreases) in professional fees, consulting fees, and general and administration costs.
Liquidity and Capital Resources
Going Concern
The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $4,780,285 at September 30, 2025, had working capital of $803,665 and a working capital deficit of $23,440 at September 30, 2025 and December 31, 2024, respectively, had a net loss of $50,944 and $249,493, and $22,676 and $70,064 for the three and nine months ended September 30, 2025 and 2024, respectively, and net cash used in operating activities of $100,988 and $56,252 for the nine months ended September 30, 2025 and 2024, respectively, with no revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern.
While the Company is attempting to expand operations and increase revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public offering or an asset sale transaction. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While management believes in the viability of its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
The condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
General – Overall, we had an increase in cash flows for three months ended September 30, 2025 of $814,012 resulting from cash provided by financing activities of $915,000, offset partially by cash used in operating activities of $100,988.
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The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:
| Nine Months Ended | Nine Months Ended | |||||||
September 30, 2025 | September 30, 2024 | |||||||
| Net cash provided by (used in): | ||||||||
| Operating activities | $ | (100,988 | ) | $ | (56,252 | ) | ||
| Investing activities | - | - | ||||||
| Financing activities | 915,000 | 100,525 | ||||||
| $ | 814,012 | $ | 44,273 | |||||
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Cash Flows from Operating Activities – For the nine months ended September 30, 2025, net cash used in operations was $100,988 compared to net cash used in operations of $56,252 for the nine months ended September 30, 2024. Net cash used in operations was primarily due to a net loss of $249,493 for the nine months ended September 30, 2025 and the changes in operating assets and liabilities of $1,888, primarily due to accounts payable and accrued expenses of $7,662, offset primarily by other current assets of $5,246 and other current liabilities of $528. In addition, net cash used in operating activities includes adjustments to reconcile net profit from warrants for services of $49,278 and warrants issued for compensation - related parties of $101,115.
For the nine months ended September 30, 2024, net cash used in operations was $56,252, primarily due to a net loss of $70,064 for the nine months ended September 30, 2024 and the changes in operating assets and liabilities of $13,812, primarily due to accounts payable and accrued expenses of $12,991 and other current liabilities of $821.
Cash Flows from Investing Activities – For the nine months ended September 30, 2025 and 2024, net cash used in investing was none.
Cash Flows from Financing Activities – For the nine months ended September 30, 2025, net cash provided by financing was $915,000 due to the issuance of common stock for cash. For nine months ended September 30, 2024, net cash provided by financing was $100,000 due to proceeds from issuance of common stock for cash.
Financing – We expect that our current working capital position, together with our expected future cash flows from operations will be insufficient to fund our operations in the ordinary course of business, anticipated capital expenditures, debt payment requirements and other contractual obligations for at least the next twelve months. However, this belief is based upon many assumptions and is subject to numerous risks, and there can be no assurance that we will not require additional funding in the future.
We have no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures. However, we will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement our business and may make such acquisitions and/or investments in the future. Accordingly, we may need to obtain additional sources of capital in the future to finance any such acquisitions and/or investments. We may not be able to obtain such financing on commercially reasonable terms, if at all. Due to the ongoing global economic crisis, we believe it may be difficult to obtain additional financing if needed. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our shareholders, in the case of equity financing.
Regulation D
On January 15, 2025, the Company initiated a Regulation D offering to sell up to 6,000,000 common shares at a price of $0.10 per share. Holders of the common shares will have voting rights. As of September 30, 2025, a total of 9,150,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $915,000.
Common Stock
On July 31, 2025, the holder of the short-term note payable converted a total $11,205 (comprised of $9,627 of short-term note payable and $1,578 of accrued interest) in exchange for the issuance of 112,054 shares of Common Stock to the holder.
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In January 2024, the Company issued 2,000,000 common shares to two (2) affiliates for aggregate gross proceeds of $100,000.
In January 2024, the Company issued a total of 10,000,000 common shares valued at $500,000 (based on the estimated fair value of the stock on the date of grant) to two affiliates in settlement of a dispute.
As of September 30, 2025, the Company has not issued an aggregate 2,712,054 common shares to six shareholders (a total of 112,054 to related parties and 2,600,000 to a third parties). These shares are reflected in the weighted-average shares outstanding and included in the Company’s outstanding shares balance of 29,702,054.
Warrants
On January 15, 2025, the Company granted a total of 3,000,000 warrants to purchase 3,000,000 of the Company’s common stock, with 1,500,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO and 1,500,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $171,239 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2nd anniversary from the grant date. During the three and nine months ended September 30, 2025 and 2024, the Company recognized $14,270 and $101,115 under stock-based compensation – related parties in the condensed consolidated statements of operations.
On June 11, 2025, the Company granted a total of 1,500,000 warrants to purchase 1,500,000 of the Company’s common stock to third parties, valued at $99,476 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2nd anniversary from the grant date. During the three and nine months ended September 30, 2025 and 2024, the Company recognized $8,290 and $42,830 under warrants for services in the condensed consolidated statements of operations.
On August 1, 2025, the Company granted a total of 250,000 warrants to purchase 250,000 of the Company’s common stock to third parties, valued at $16,579 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 83,333 at date of grant, 83,333 in one year from the grant date, and the remaining 83,334 on the 2nd anniversary from the grant date. During the three and nine months ended September 30, 2025 and 2024, the Company recognized $6,448 and $6,448 under warrants for services in the condensed consolidated statements of operations.
Capital Expenditures
Other Capital Expenditures
We expect to purchase approximately $30,000 of equipment in connection with the expansion of our business during the next twelve months.
Fiscal year end
Our fiscal year end is December 31.
Critical Accounting Policies
The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the Company’s financial condition and results of operations and which require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below.
The following are deemed to be the most critical accounting policies affecting the Company.
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Use of Estimates
The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: allocation of payroll expense to research and development and warrant valuation. The Company calculates the fair value of warrants using the Binomial valuation option-pricing method. The Binomial valuation option-pricing method requires the use of subjective assumptions, including stock price volatility, the expected life of stock options, risk free interest rate and the fair value of the underlying common stock on the date of grant. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.
Recent Accounting Pronouncements
Refer to Note 3 in the accompanying notes to the condensed consolidated financial statements.
Contractual Obligations and Off-Balance Sheet Arrangements
Refer to Note 8 in the accompanying notes to the condensed consolidated financial statements for future contractual obligations and commitments. Future contractual obligations and commitments are based on the terms of the relevant agreements and appropriate classification of items under U.S. GAAP as currently in effect. Future events could cause actual payments to differ from these amounts.
We incur contractual obligations and financial commitments in the normal course of our operations and financing activities. Contractual obligations include future cash payments required under existing contracts, such as debt and lease agreements. These obligations may result from both general financing activities and from commercial arrangements that are directly supported by related operating activities. Details on these obligations are set forth below.
Off-Balance Sheet Arrangements
As of September 30, 2025, we have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated under which it has:
| ● | a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit; | |
| ● | liquidity or market risk support to such entity for such assets; | |
| ● | an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument; or | |
| ● | an obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to us, where such entity provides financing, liquidity, market risk or credit risk support to or engages in leasing, hedging, or research and development services with us. |
Inflation
We do not believe that inflation has had a material effect on our results of operations.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure Controls and Procedures. We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported accurately, in accordance with U.S. Generally Accepted Accounting Principles and within the required time periods, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, who is also our acting Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure. As of the end of the period covered by this report (September 30, 2025), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, who is also our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures were not effective to enable us to accurately record, process, summarize and report certain information required to be included in the Company’s periodic SEC filings within the required time periods, and to accumulate and communicate to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2025 that have materially affected or are reasonably likely to materially affect our internal controls.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
We are not a party to or otherwise involved in any legal proceedings.
In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.
Item 1A. Risk Factors.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
As of September 30, 2025, a total of 9,150,000 common shares were sold to accredited investors through a Regulation D offering at a price of $0.10 per common share totaling $915,000.
Item 3. Defaults Upon Senior Securities.
There have been no events which are required to be reported under this Item.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
| 3.1 * | Articles of Incorporation |
| 3.2 * | Certificate of Amendment to Articles of Incorporation (changing name to Qualis Innovations, Inc) |
| 3.3 * | Bylaws |
| 10.1 * | Amended Employment Agreement by and between the Company’s subsidiary, mPathix Health, Inc. f/k/a EMF Medical Devices, Inc., and Demir Bingol, dated October 1, 2021 |
| 31.1 | Certification of CEO and CFO. |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350 of CEO and CFO |
| 101. | INS Inline XBRL Instance Document |
| 101. | SCH Inline XBRL Taxonomy Extension Schema Document |
| 101. | CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101. | DEF Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101. | LAB Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101. | PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Incorporated by reference to the Company’s registration statement on Form S-1 filed on November 12, 2021
** Incorporated by reference to the Company’s amended registration statement on Form S-1/A filed on April 20, 2022
*** Incorporated by reference to the Company’s amended registration statement on Form S-1/A filed on January 18, 2022
**** Incorporated by reference to the Company’s amended registration statement on Form S-1/A filed on May 4, 2022
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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.
| FAMILY OFFICE OF AMERICA, INC. | ||
| Dated: November 14, 2025 | By: | /s/ Patrick Adams |
| Patrick Adams | ||
| Acting CEO and Chairman | ||
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