FOFA 10-K
Family Office Of America, Inc. (FOFA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For
the fiscal year ended
For the transition period from _________ to _________
Commission
File Number
(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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As
of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market
value of the issued and outstanding common stock held by non-affiliates of the registrant was $
As of April 15, 2026, there were shares of common stock outstanding.
FAMILY OFFICE OF AMERICA, INC
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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PART I
Item 1. Business
Background
Description of Business
The background prior to Family Office of America Inc., 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., Yellowcake 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, a new company was formed and 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 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.
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).
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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 |
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 with Toone & Associates LLP
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).
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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’
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.
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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.
Asset Purchase Agreement with Benson Family Office
On January 1, 2026, the Company entered into an Asset Purchase Agreement (“Agreement”) with Benson Family Office & Accounting Services, LLC, a Florida limited liability company (“Seller”), in which the Company acquired certain assets of the Seller related to the non-attest services only.
The aggregate purchase price for the acquired assets shall be Three Hundred Fifty-Three Thousand, Seven Hundred and Fifty Dollars ($353,750) (the “Purchase Price”), payable as follows:
| 1. | Thirty-Eight Thousand Two Hundred Eighty-Five Dollars ($38,285) at Closing; | |
| 2. | Thirty-Eight Thousand Two Hundred Eighty-Five Dollars ($38,285) at 60-day anniversary of Closing; | |
| 3. | 100,000 shares of Common Stock of the Company on the 60-day anniversary of Closing: | |
| 4. | Sixty-Nine Thousand Two Hundred Fifty Dollars ($69,250) on the first anniversary of Closing Date; | |
| 5. | Sixty-Nine Thousand Two Hundred Fifty Dollars ($69,250) on the second anniversary of Closing Date; | |
| 6. | Sixty-Nine Thousand Two Hundred Fifty Dollars ($69,250) on the third anniversary of Closing Date; | |
| 7. | Sixty-Nine Thousand Two Hundred Fifty Dollars ($69,250) on the fourth anniversary of Closing Date; |
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 Two Hundred Eighty-Three Thousand Dollars ($283,000) by five percent (5%) or more, or if the actual EBITDA is materially (5%) below expectations of $76,000 based on provided financials, 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 to reduce future payments.
The Company intends to retain the services of Donald Benson as a consultant (“Consultant”) for a period of four (4) years, 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 four (4) 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 an hourly fee depending upon the services provided.
Employees
As of the date of this filing, we have no full-time employees.
Where You Can Find our Reports
Any person or entity may read and copy our reports with the Commission at the Commission’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Room by calling the Commission toll free at 1-800-SEC-0330. The Commission also maintains an Internet site at http://www.sec.gov where reports, proxies and other disclosure statements on public companies may be viewed by the public.
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Item 1A. Risk Factors
This item is not applicable because we are a “smaller reporting company” as defined in Exchange Act Rule 12b-2.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 1C. Cybersecurity
As one of the critical elements of our overall ERM approach, our cybersecurity efforts are focused on the following key areas:
| ● | Governance: Management oversees cybersecurity risk mitigation and reports to the board of directors any cybersecurity incidents. | |
| ● | Collaborative
Approach: We have | |
| ● | Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. |
We
have
While
we have
Item 2. Properties
The Company has an office located at 6898 S. University Blvd., Suite 100, Centennial, Colorado 80122 with telephone number: (303) 874-7487. As of the date of this filing, the Company does not have any physical property other than its prototype medical device equipment.
Item 3. Legal Proceedings
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future. To the best our knowledge, none of our directors, officers or affiliates is involved in a legal proceeding adverse to our business or has a material interest adverse to our business.
Item 4. Mine Safety Disclosures
There is no information required to be disclosed by us under this Item.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a) Market Information
Our stock is quoted on the OTC markets under the symbol “FOFA.” We were listed on May 23, 2016. There are 30,452,004 shares outstanding as of April 15, 2026.
(b) Transfer Agent
The transfer agent and registrar for our common stock is Securities Stock Transfer Corporation located at 2901 N. Dallas Parkway, Suite 380, Plano, TX 75093 telephone number (469) 633-0088.
(b) Shareholders of Record
The number of beneficial holders of record of our common stock as of the close of business on December 31, 2025 was 159.
(c) Dividends
We do not expect to pay cash dividends in the next term. We intend to retain future earnings, if any, to provide funds for operation of our business. We currently have no restrictions affecting our ability to pay cash dividends.
(d) Equity Compensation Plans
None.
Recent Sales of Unregistered Securities
In November 2025, 500,000 common shares were sold to an accredited investor through a Regulation D offering at a price of $0.10 per common share totaling $50,000.
Item 6. Selected Financial Data
Because we are a smaller reporting company, this Item 6 is not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes included elsewhere in this filing. This discussion and other parts of this filing contain forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations, intentions, and beliefs. Our actual results may differ materially from those discussed in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and in other parts of this filing, and you should not place undue certain on these forward-looking statements, which apply only as of the date of this filing. See “Disclosure Regarding Forward-Looking Statements”.
We are an emerging growth company as defined in Section 2(a) (19) of the Securities Act. Pursuant to Section 107 of the Jumpstart Our Business Startups Act, we may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, meaning that we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have chosen to take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies to delay adoption of such standards until such standards are made applicable to private companies. Accordingly, our consolidated financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.
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OVERVIEW:
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 $0 and $9,627 under short term note payable in the accompanying consolidated balance sheets at December 31, 2025 and 2024, respectively. The Company received no advances and had no repayments for the years ended December 31, 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 December 31, 2025, a total of 9,650,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $965,000.
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.
Warrants
On January 15, 2025, the Company granted a total of 3,000,000 warrants to purchase 3,000,000 shares 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 years ended December 31, 2025 and 2024, the Company recognized $115,385 and $0 under stock-based compensation – related parties in the consolidated statements of operations.
On June 11, 2025, the Company granted a total of 1,500,000 warrants to purchase 1,500,000 shares 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 years ended December 31, 2025 and 2024, the Company recognized $51,120 and $0 under warrants for services in the consolidated statements of operations.
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On August 1, 2025, the Company granted a total of 250,000 warrants to purchase 250,000 shares 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 years ended December 31, 2025 and 2024, the Company recognized $7,830 and $0 under warrants for services in the consolidated statements of operations.
On October 13, 2025, the Company granted a total of 1,250,000 warrants to purchase 1,250,000 shares of the Company’s common stock, with 350,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO, 350,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, and 550,000 warrants granted to third parties, valued at $46,458 (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 416,667 at date of grant, 416,667 in one year from the grant date, and the remaining 416,666 on the 2nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $18,712 and $0 under stock-based compensation – related parties in the consolidated statements of operations.
On December 1, 2025, the Company granted a total of 300,000 warrants to purchase 300,000 shares of the Company’s common stock, with 150,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO and 150,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $11,445 (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 vest immediately. During the years ended December 31, 2025 and 2024, the Company recognized $11,445 and $0 under stock-based compensation – related parties in the consolidated statements of operations.
During the year ended December 31, 2025, the Company had 90,000 warrants expire unexercised upon reaching their contractual expiration dates. These warrants were originally issued to a consultant in 2022 with an exercise price of between $1.00 and $1.10 per share.
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.
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Results of Operations
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
The following discussion represents a comparison of our results of operations for the years ended December 31, 2025 and 2024. The results of operations for the periods shown in our audited consolidated financial statements are not necessarily indicative of operating results for the entire period. In the opinion of management, the audited 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.
| Year Ended | Year Ended | |||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Net revenues | $ | 221,765 | $ | - | ||||
| Cost of sales | - | - | ||||||
| Gross Profit | 221,765 | - | ||||||
| Operating expenses | ||||||||
| Marketing expenses | 1,990 | - | ||||||
| Warrants issued for services | 67,183 | - | ||||||
| Stock based compensation - related parties | 137,309 | - | ||||||
| General and administrative | 516,362 | 96,513 | ||||||
| Total operating expenses | 722,844 | 96,513 | ||||||
| Other (income) expense | (8,331 | ) | 3,971 | |||||
| Net loss before income taxes | $ | (492,748 | ) | $ | (100,484 | ) | ||
Revenues
For the years ended December 31, 2025 and 2024, we had revenues of $221,765 and $0, respectively, as a result of our acquisition of Toone.
Cost of Sales
For the years ended December 31, 2025 and 2024, we had no cost of sales.
Operating expenses
Operating expenses increased by $626,331, or 649.0%, to $722,844 for year ended December 31, 2025 from $96,513 for the year ended December 31, 2024 primarily due to increases in stock based compensation – related parties of $137,309, warrants issued for services of $67,183, professional fees of $100,505, compensation costs of $153,785, consulting fees of $43,900, rent costs of $28,654, amortization costs of $37,917, credit card fees of $16,534, marketing expenses of $1,990, and general and administration costs of $49,036, offset partially by decreases in travel costs of $2,479 and bad debt of $8,003, primarily as a result of our acquisition of Toone.
For the year ended December 31, 2025, we had marketing expenses of $1,990, warrants issued for services of $67,183, stock based compensation - related parties of $137,309, and general and administrative expenses of $516,362, primarily due to professional fees of $137,004, compensation costs of $153,785, consulting fees of $95,995, travel costs of $3,940, rent costs of $28,654, amortization costs of $37,917, credit card fees of $16,534, and general and administration costs of $50,536, offset partially by bad debt of $8,003, primarily as a result of our acquisition of Toone.
For the year ended December 31, 2024, we had general and administrative expenses of $96,513 primarily due to professional fees of $36,499, consulting fees of $52,095, travel costs of $6,419, and general and administration costs of $1,500 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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Other (Income) Expense
Other income for the year ended December 31, 2025 of $8,331 is comprised of interest income of $14,009, offset partially by interest expense of $5,678. Other expense for the year ended December 31, 2024 of $3,971 is comprised of interest expense.
Net loss before income taxes
Net loss before income taxes for year ended December 31, 2025 totaled $492,748 primarily due to (increases/decreases) in professional fees, compensation costs, consulting fees, bad debt expense, banking fees, amortization expense, travel costs, and general and administration costs compared to a loss of $100,484 for year ended December 31, 2024 primarily due to (increases/decreases) in professional fees, consulting fees, travel costs, and general and administration costs.
Assets and Liabilities
Total assets were $1,543,042 as of December 31, 2025 compared to $20,581 as of December 31, 2024, or an increase of $1,522,461, which is primarily the result of an increase in cash, accounts receivable, intangible assets, and goodwill associated with our acquisition of Toone & Associates. Assets consisted primarily of cash of $155,798, accounts receivable of $74,764, other current assets of $39,797, and intangible assets of $1,272,683. Liabilities were $878,533 as of December 31, 2025. Liabilities consisted primarily of accounts payable and accrued expenses of $578,533 and a long term note of $300,000.
Liquidity and Capital Resources
Going Concern
The accompanying 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 $5,023,540 at December 31, 2025, had working capital deficit of $308,174 at December 31, 2025, had net losses of $492,748 and $100,484 for the years ended December 31, 2025 and 2024, respectively, and net cash used in operating activities of $262,188 and $89,370 for the years ended December 31, 2025 and 2024, respectively, with $221,765 of 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 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 year ended December 31, 2025 of $142,212 resulting from cash provided by financing activities of $965,000, offset partially by cash used in operating activities of $262,188 and cash used in investing activities of $560,600.
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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:
| Year Ended | Year Ended | |||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Net cash provided by (used in): | ||||||||
| Operating activities | $ | (262,188 | ) | $ | (89,370 | ) | ||
| Investing activities | (560,600 | ) | - | |||||
| Financing activities | 965,000 | 100,525 | ||||||
| $ | 142,212 | $ | 11,155 | |||||
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Cash Flows from Operating Activities – For the year ended December 31, 2025, net cash used in operations was $262,188 compared to net cash used in operations of $89,370 for the year ended December 31, 2024. Net cash used in operations was primarily due to a net loss of $492,748 for the year ended December 31, 2025 and the changes in operating assets and liabilities of $11,849, primarily due to accounts payable and accrued expenses of $95,189 and other current liabilities of $528, offset partially by accounts receivable of $74,764 and other current assets of $32,802. In addition, net cash used in operating activities includes adjustments to reconcile net profit from the amortization expense of $37,917, warrants issued for services of $67,183, and stock based compensation – related parties of $137,309.
For the year ended December 31, 2024, net cash used in operations of $89,370 was primarily due to a net loss of $100,484 for the year ended December 31, 2024 and the changes in operating assets and liabilities of $11,114, primarily due to accounts payable and accrued expenses of $17,059 and other current liabilities of $1,050, offset partially by other current assets of $6,995.
Cash Flows from Investing Activities – For the year ended December 31, 2025, net cash used in investing was $560,600 due to the acquisition of intangible assets. For the year ended December 31, 2024, net cash used in investing was none.
Cash Flows from Financing Activities – For years ended December 31, 2025, net cash provided by financing was $965,000 due to the issuance of common stock for cash. For year ended December 31, 2024, net cash provided by financing was $100,525 due to the issuance of common stock for cash of $100,000 and $525 advance from shareholder.
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.
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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 April 15, 2025, a total of 9,650,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $965,000. In April 2026, a total of 150,000 common shares were sold to accredited investors at a price of $0.50 per common share totaling $75,000.
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.
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 December 31, 2025, a total of 9,650,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $965,000. In April 2026, a total of 150,000 common shares were sold to accredited investors at a price of $0.50 per common share totaling $75,000.
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.
Warrants
On January 15, 2025, the Company granted a total of 3,000,000 warrants to purchase 3,000,000 shares 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 years ended December 31, 2025 and 2024, the Company recognized $115,385 and $0 under stock-based compensation – related parties in the consolidated statements of operations.
On June 11, 2025, the Company granted a total of 1,500,000 warrants to purchase 1,500,000 shares 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 years ended December 31, 2025 and 2024, the Company recognized $51,120 and $0 under warrants for services in the consolidated statements of operations.
On August 1, 2025, the Company granted a total of 250,000 warrants to purchase 250,000 shares 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 years ended December 31, 2025 and 2024, the Company recognized $7,830 and $0 under warrants for services in the consolidated statements of operations.
On October 13, 2025, the Company granted a total of 1,250,000 warrants to purchase 1,250,000 shares of the Company’s common stock, with 350,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO, 350,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, and 550,000 warrants granted to third parties, valued at $46,458 (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 416,667 at date of grant, 416,667 in one year from the grant date, and the remaining 416,666 on the 2nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $18,712 and $0 under stock-based compensation – related parties in the consolidated statements of operations.
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On December 1, 2025, the Company granted a total of 300,000 warrants to purchase 300,000 shares of the Company’s common stock, with 150,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO and 150,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $11,445 (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 vest immediately. During the years ended December 31, 2025 and 2024, the Company recognized $11,445 and $0 under stock-based compensation – related parties in the consolidated statements of operations.
During the year ended December 31, 2025, the Company had 90,000 warrants expire unexercised upon reaching their contractual expiration dates. These warrants were originally issued to a consultant in 2022 with an exercise price of between $1.00 and $1.10 per share.
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.
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 consolidated financial statements.
Contractual Obligations and Off-Balance Sheet Arrangements
Refer to Note 10 in the accompanying notes to the 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.
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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 December 31, 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 7A. 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 8. Financial Statements and Supplementary Data
The financial statements and supplementary financial information which are required to be filed under this item are presented under Item 15. Exhibits, Financial Statement Schedules and Reports on Form 10-K in this document, and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. 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 (December 31, 2025), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, and 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 Annual Report on Form 10-K 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.
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Changes in Internal Controls
There have been no changes in our internal controls over financial reporting during the quarter ended December 31, 2025 that have materially affected or are reasonably likely to materially affect our internal controls.
Item 9B. Other Information
There
have been
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following table sets forth the names, ages, and biographical information of each of our current directors and executive officers and the positions with the Company held by each person. Our executive officers are elected annually by the board of directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the board of directors. Unless described below, there are no family relationships among any of the directors and officers.
| Name | Age | Position | Director Since | |||
| Patrick Adams (1) | 65 | Acting CEO and Chairman of the Board | November 2023 | |||
| Ulderico Conte (2) | 55 | Director of Acquisitions and Board Member | November 2023 |
| (1) | Mr. Adams was appointed Acting CEO and Chairman of the Board on November 17, 2023. |
| (2) | Mr. Conte was appointed Director of Acquisitions and Board Member on November 17, 2023 |
Patrick Adams – Mr. Adams is the Acting CEO and Chairman of the Board for Family Office. Mr. Adams has been an executive in the financial services industry for over 40 years. Since 2008, Mr. Adams has been the CEO of PVG Asset Management Corporation.
The Company believes that Mr. Adams is qualified to serve as a director due to his experience in the capital markets and/or the medical field and his general business experience and knowledge.
Ulderico Conte – Mr. Conte has been in the financial services sector for over 30 years and most recently, since 2017 he is the owner and CEO of CM Capital Partners, a wealth management firm. He was head of Capital markets for Aeon Capital Inc from 2018 until 2022, and then Managing Director of Investment Banking for CIM Securities LLC since September of 2022.
Board Composition
Our By-Laws provide that the Board of Directors shall consist of not less than one nor more than fifteen directors. Each director of the Company serves until his successor is elected and qualified, subject to removal by the Company’s majority shareholders. Each officer shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board of Directors, and shall hold his office until his successor is elected and qualified, or until his earlier resignation or removal. Presently, Board members receive 25,000 restricted common shares for their service and serve for a period of one year whereby through the annual meeting new directors may be elected. The role of the board is to advise on both financial and product matters. Additionally, the board must approve major decisions involving new products, potential acquisitions or funding matters.
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No Committees of the Board of Directors; No Financial Expert
We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors, nor do we have (i) any directors that would qualify as independent under relevant SEC or securities exchange rules, (ii) an audit committee, or (iii) a financial expert. Management has determined not to establish an audit committee at present because our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. As such, our entire Board of Directors acts as our audit committee. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Section 407 of the Sarbanes-Oxley Act of 2002 and Item 407(d) of Regulation S-K is beyond our limited financial resources and the financial skills of such an expert are not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in our consolidated financial statements at this stage of our development.
Auditor
Our independent registered public accounting firm is:
Victor Mokuolu CPA PLLC
8990 Kirby Drive, Suite 220
Houston, TX 77054
Phone: (713) 588-6622
Code of Ethics
The Company currently does not have a Code of Ethics.
Potential Conflicts of Interest
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.
Director Independence
Our board of directors has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined that our directors do not meet independence requirements, according to the applicable rules and regulations of the SEC.
Involvement in Legal Proceedings
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than disclosed herein, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.
Item 11. Executive Compensation
The following is a discussion and analysis of compensation arrangements of our named executive officers, or NEOs. This discussion contains forward looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.
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Summary Compensation Table
The particulars of the compensation paid to the following persons: (1) our principal executive officer; and (2) each of our two most highly compensated executive officers who were serving as executive officers at the end of the fiscal year ended December 31, 2025, who we will collectively refer to as the “named executive officers” of the Company, are set out in the following summary compensation table:
Summary Compensation Table
| Stock | Option | All Other | ||||||||||||||||||||||||||
| Fiscal | Salary | Bonus | Awards | Awards | Compensation | Total | ||||||||||||||||||||||
| Name and Principal Position | Year | (1) | (2) | (3) | (4) | (5) | ($) | |||||||||||||||||||||
| Mr. Patrick Adams.(6) | 2025 | $ | - | $ | - | $ | - | $ | 68,654 | $ | - | $ | 68,654 | |||||||||||||||
| Acting CEO and Chairman of the Board | 2024 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||
| Ulderico Conte.(7) | 2025 | $ | - | $ | - | $ | - | $ | 68,654 | $ | - | $ | 68,654 | |||||||||||||||
| Director of Acquisitions and Board Member | 2024 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||
| (1) | The dollar value of salary (cash and non-cash) earned. |
| (2) | The dollar value of bonus (cash and non-cash) earned. |
| (3) | The value of the shares of restricted stock issued as compensation for services computed in accordance with ASC 718 on the date of grant. |
| (4) | The value of all stock options computed in accordance with ASC 718 on the date of grant. |
| (5) | All other compensation received that could not be properly reported in any other column of the table. |
| (6) | Mr. Patrick Adams was appointed Acting CEO and Chairman of the Board on November 17, 2023 |
| (7) | Mr. Ulderico Conte was appointed Director of Acquisitions and Board member on November 17, 2023 |
Long-Term Incentive Plans. The Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans, nor does it provide non-qualified deferred compensation to its officers or employees, and therefore, the Summary Compensation Table above does not include columns for nonequity incentive plan compensation and nonqualified deferred compensation earnings, since there were none.
Employee Pension, Profit Sharing or other Retirement Plans. The Company does not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future.
Compensation Committee Interlocks and Insider Participation. During the year ended December 31, 2024, none of the Company’s officers was also a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of the Company’s directors.
Outstanding Equity Awards
Our directors and officers do not have any unexercised options, stock that has not vested, or equity incentive plan awards.
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Compensation of Directors
Director Compensation Table
| Fiscal | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | Total | |||||||||||||||||||
| Name | Year | (1) | (3) | (4) | (5) | ($) | ||||||||||||||||||
| Mr. Patrick Adams | 2025 | $ | - | $ | - | $ | 68,654 | $ | - | $ | 68,654 | |||||||||||||
| Acting CEO and Chairman of the Board (6) | 2024 | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
| Ulderico Conte | 2025 | $ | - | $ | - | $ | 68,654 | $ | - | $ | 68,654 | |||||||||||||
| Director of Acquisitions and Board Member (7) | 2024 | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
| (1) | The dollar value of salary (cash and non-cash) earned. |
| (2) | The dollar value of bonus (cash and non-cash) earned. |
| (3) | The value of the shares of restricted stock issued as compensation for services computed in accordance with ASC 718 on the date of grant. |
| (4) | The value of all stock options computed in accordance with ASC 718 on the date of grant. |
| (5) | All other compensation received that could not be properly reported in any other column of the table. |
| (6) | Mr. Patrick Adams was appointed Acting CEO and Chairman of the Board on November 17, 2023. |
| (7) | Mr. Ulderico Conte was appointed Director of Acquisitions and Board member on November 17, 2023. |
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors or executive officers or any associate or affiliate of the Company during the last two fiscal years, is or has been indebted to the Company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
Outstanding Equity Awards at Fiscal Year-End Table
The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers for our year ended December 31, 2025:
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||||||
| None. | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||||
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table lists, as of February 28, 2026, the number of shares of voting capital stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding class of stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using beneficial ownership concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The percentages below are calculated based on 30,452,004 shares of our common stock issued and outstanding as of April 15, 2025. Unless otherwise indicated, the address of each person listed below is in care of Family Office of America, Inc., 6898 S. University Blvd., Suite 100, Centennial, Colorado 80122.
| Name of Beneficial Owner | Title of Class | Amount and Nature of Beneficial Ownership | Percent of Class | |||||||
| Hill Blalock Jr. | Common Stock | 7,221,045 | 23.7 | % | ||||||
| Sharon Adams (1) | Common Stock | 9,132,689 | 30.0 | % | ||||||
| Brian Joondeph | Common Stock | 2,050,000 | 6.7 | % | ||||||
| PVG Asset Management (2) | Common Stock | 2,162,054 | 7.1 | % | ||||||
| All Officers and Directors as a Group (2) | Common Stock | 2,162,054 | 7.1 | % | ||||||
(1) Ms. Sharon Adams is deemed to be the beneficial owner of 9,132,689 shares held in the name of Echo Resources LLP. Ms. Adams is the mother of Austin Adams, the former sole officer and director of Family Office of America, Inc.
(2) Mr. Patrick Adams is deemed to be the beneficial owner of 1,750,000 shares held in the name of PVG Asset Management Corp. Mr. Adams is the Company’s CEO and director of Family Office of America, Inc. Mr. Adams also has 112,054 shares of the Company’s common stock and 1,500,000 warrants to purchase common stock exercisable at $0.10 per share for five years and 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.
Equity Compensation Plans
The following represents a summary of the Equity Compensation grants and options awards outstanding at December 31, 2025 and 2024 and changes during the years then ended:
| 2025 and 2024 | ||||||||||||
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a)) | |||||||||
| (a) | (b) | (c) | ||||||||||
| Equity compensation plans approved by security holders | -0- | $ | -0- | -0- | ||||||||
| Equity compensation plans not approved by security holders | -0- | $ | -0- | -0- | ||||||||
| Total | -0- | $ | -0- | -0- | ||||||||
| 22 |
Item 13. Certain Relationships and Related Transactions, and Director Independence
Other than compensation arrangements, we describe below transactions and series of similar transactions, since January 1, 2020 (i.e., the last two completed fiscal years), to which we were a party or will be a party, in which the amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years; and any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest. Compensation arrangements, including employment agreements, for our directors and named executive officers are described elsewhere in “Executive Compensation - Agreements with Executive Officers.” Neither of our directors is independent.
Indemnification Agreements
We have entered or intend to enter into indemnification agreements with each of our directors and executive officers. These agreements, among other things, will require us to indemnify each individual to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the individual in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director, officer or other employee.
Policies and Procedures for Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions with our executive officer(s), director(s) and significant shareholders. We rely on our board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification of our board of directors, or an appropriate committee thereof.
Item 14. Principal Accounting Fees and Services
The aggregate fees billed for the most recently completed fiscal period for the audit of our annual consolidated financial statements and services normally provided by the independent registered public accounting firm for this fiscal period were as follows:
| FY 2025 | FY 2024 | |||||||
| Audit Fees - Victor Mokuolu CPA PLLC | $ | 20,000 | $ | 20,116 | ||||
| Total Fees | $ | 20,000 | $ | 20,116 | ||||
In the above table, “audit fees” are fees billed by our external auditor for services provided in auditing our annual consolidated financial statements for the subject year. All of the services described above were approved in advance by the Board of Directors or the Company’s Audit Committee.
| 23 |
PART IV
Item 15. Exhibits, Financial Statement Schedules.
| (a) | The following documents are filed as a part of this Annual Report: |
| 1. | Financial Statements. The following consolidated financial statements of the Company are included below: | |
| Report of Independent Registered Public Accounting Firm. | F-2 | |
| Consolidated Balance Sheets as of December 31, 2025 and 2024. | F-3 | |
| Consolidated Statement of Operations for the Years ended December 31, 2025 and 2024. | F-4 | |
| Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the Years ended December 31, 2025 and 2024. | F-5 | |
| Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024. | F-6 | |
| Notes to Consolidated Financial Statements. | F-7 | |
| 2. | Financial Statement Schedule(s): |
All schedules are omitted for the reason that the information is included in the consolidated financial statements or the notes thereto or that they are not required or are not applicable.
Exhibits.
31. Certification of CEO and CFO.
32. 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)
| 24 |
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: April 16, 2026 | By: | /s Patrick Adams |
| Patrick Adams | ||
| Acting CEO and Chairman | ||
| 25 |
FAMILY OFFICE OF AMERICA, INC.
Index to Financial Statements
CONTENTS
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Family Office of America, Inc. (formerly known as Qualis Innovations, Inc.)
Opinion on the Financial Statements
Substantial Doubt about the Company’s ability to continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses, had a working capital deficit of $308,174 as of December 31, 2025, and had accumulated deficit of $5,023,540 and $4,530,792 as of December 31, 2025 and December 31, 2024 respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2023.
April 16, 2026
PCAOB ID:
| F-2 |
FAMILY OFFICE OF AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Short-term note payable | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities: | ||||||||
| Long term note | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity (deficit) | ||||||||
| Preferred stock, $ par value, shares authorized, shares issued and outstanding at December 31, 2025 and 2024, respectively | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding at December 31, 2025 and 2024, respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| F-3 |
FAMILY OFFICE OF AMERICA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Net revenue | $ | $ | ||||||
| Gross Profit | ||||||||
| Operating expenses: | ||||||||
| Marketing expenses | ||||||||
| Warrants issued for services | ||||||||
| Stock based compensation - related parties | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Operating (income) expenses: | ||||||||
| Interest expense | ||||||||
| Other income | ( | ) | ||||||
| Total other (income) expenses | ( | ) | ||||||
| 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 consolidated financial statements.
| F-4 |
FAMILY OFFICE OF AMERICA, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
| 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 December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Issuance of common stock for cash | ||||||||||||||||||||
| Warrants issued for services | - | |||||||||||||||||||
| Stock based compensation - related parties | - | |||||||||||||||||||
| Common stock issued for conversion of short-term note payable and accrued interest | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See accompanying notes to consolidated financial statements
| F-5 |
FAMILY OFFICE OF AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization expense | ||||||||
| Warrants issued for services | ||||||||
| Stock based compensation - related parties | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Other current assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Other current liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Acquisition of intangible assets | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Advance from shareholder | ||||||||
| Issuance of common stock for cash | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash | ||||||||
| Cash at beginning of year | ||||||||
| Cash at end of year | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the year for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Common stock issued for conversion of short-term note payable and accrued interest | $ | $ | ||||||
| Common stock issued in conjunction with share agreement | $ | $ | ||||||
See accompanying notes to consolidated financial statements
| F-6 |
FAMILY OFFICE OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 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. (“Hoopsoft”), Yellowcake Mining, Inc. (“Yellowcake”), and Sky Digital Holding Corp. (“SKYC”) was incorporated in the State of Nevada on March 23, 2006 under the name Hoopsoft. On January 12, 2007, the Company entered into an agreement and plan of merger (“Agreement and Plan of Merger”) with 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 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”). 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
| F-7 |
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 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 have been 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. 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.
Asset Purchase Agreement with Toone & Associates
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 |
| F-8 |
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. | 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 ($
NOTE 2 – BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and stated in U.S. dollars. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).
| F-9 |
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 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 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 consolidated financial statements. The 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 consolidated financial statements.
Use of Estimates
The preparation of these 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 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 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.
Revenue
In accordance with ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. At contract inception, the Company assesses the services promised in our contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company allocates a transaction price to respective performance obligations. The Company provides accounting and tax services and recorded at gross when the services have been performed.
| F-10 |
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 consolidated Statements of Operations.
ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s 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
| F-11 |
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 December 31, 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
| F-12 |
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 dilutive securities outstanding for the years ended December 31, 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 $
| F-13 |
Interest rate risk
Financial assets and liabilities do not have material interest rate risk.
Credit risk
Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of trade receivables. However, concentrations of credit risk are limited due to the large number of customers comprising the Company’s client base and their dispersion across different business and geographic areas. The Company monitors its exposure to credit losses and maintains an allowance for anticipated losses. A significant change in the liquidity or financial position of one or more of the Company’s clients could result in an increase in the allowance for anticipated losses. No single client accounted for more than 10% of revenue for the years ended December 31, 2025 and 2024. No single client accounted for more than 10% of trade accounts receivable as of December 31, 2025 and 2024.
Seasonality
The business is subject to substantial seasonal fluctuations.
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 limited 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.
| F-14 |
NOTE 4 – ACQUISITION OF TOONE & ASSOCIATES
On October 1, 2025, the Company through its FO Maryland subsidiary, entered into an Asset Purchase Agreement (“Agreement”) with Toone & Associates, LLP, a Maryland limited liability partnership (“Toone”), in which FO Maryland acquired certain assets of Toone 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) (“Acquisition”). Upon the closing of the Acquisition, the Company received substantially all of the operating assets of Toone, consisting of accounts receivable, fixed assets and intellectual property.
The
aggregate purchase price of the operating assets of Toone was $
| Total Purchase Consideration: | ||||
| Aggregate cash payments | $ | |||
| $ | ||||
The following table summarizes the estimated fair values of the tangible and intangible assets acquired as of the date of Acquisition:
| Net assets acquired: | ||||
| Non-competition agreement | $ | |||
| Tradename | ||||
| Client list | ||||
| Developed technology | ||||
| Other assets | ||||
| Goodwill | ||||
| $ |
Goodwill is the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present.
NOTE 5 – INTANGIBLE ASSETS AND GOODWILL
Intangible assets, net consisted of the following as of:
| December 31, | December 31, | |||||||||
| Estimated Life | 2025 | 2024 | ||||||||
| Non-competition agreement | $ | $ | ||||||||
| Tradename | ||||||||||
| Client list | ||||||||||
| Developed technology | ||||||||||
| Accumulated amortization | ( | ) | ||||||||
| $ | $ | |||||||||
| December 31, | December 31, | |||||||||
| Estimated Life | 2025 | 2024 | ||||||||
| Goodwill | indefinite | $ | $ | |||||||
| F-15 |
Future amortization expense related to intangible assets are approximately as follows:
| Non-competition | Tradename | Client list | Developed technology | Total | ||||||||||||||||
| 2026 | $ | $ | $ | $ | $ | |||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| 2030 | ||||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
Amortization
expense was $
NOTE 6 – 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 7 – STOCKHOLDERS’ DEFICIT
The Company has authorized shares of preferred stock with a par value of $ with preferred shares outstanding at December 31, 2025 and December 31, 2024.
The Company has authorized shares of par value $ common stock, of which and shares are outstanding at December 31, 2025 and 2024, respectively.
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.
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
| F-16 |
On
June 11, 2025, the Company granted a total of warrants to purchase
On
August 1, 2025, the Company granted a total of warrants to purchase
On
October 13, 2025, the Company granted a total of warrants to purchase
On
December 1, 2025, the Company granted a total of warrants to purchase
During the year ended December 31, 2025, the Company
had
The following represents a summary of the warrants outstanding at December 31, 2025 and 2024 and changes during the years 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 December 31, 2025 | $ | $ | ||||||||||||||
| Exercisable at December 31, 2025 | $ | $ | ||||||||||||||
| Expected to be vested | $ | $ | ||||||||||||||
| * |
| F-17 |
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 December 31, 2025 | $ | $ | ||||||||||||||
| Exercisable at December 31, 2025 | $ | $ | ||||||||||||||
| Expected to be vested | $ | $ | ||||||||||||||
| * |
NOTE 8 – RELATED PARTY TRANSACTIONS
Other than as set forth below, and as disclosed in Notes 6, 7 and 11, 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.
NOTE 9 – INCOME TAXES
At
December 31, 2025, net operating loss carryforwards for Federal and state income tax purposes totaling approximately $
A reconciliation of the statutory income tax rates and the effective tax rate is as follows:
| Year Ended | Year Ended | |||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Statutory U.S. federal rate | % | % | ||||||
| State income tax, net of federal benefit | % | % | ||||||
| Permanent differences | % | % | ||||||
| Valuation allowance | ( | )% | ( | )% | ||||
| Provision for income taxes | % | % | ||||||
| F-18 |
The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forwards | $ | $ | ||||||
| Depreciation and amortization | ||||||||
| Impairment of Intangible asset | ||||||||
| Stock based compensation | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Major tax jurisdictions are the United States and Delaware. All of the tax years will remain open three and four years for examination by the Federal and state tax authorities, respectively, from the date of utilization of the net operating loss. There are no tax audits pending.
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 Years Ended December 31, | ||||||||
| 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 Years Ended December 31, | ||||||||
| 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 | $ | ) | $ | ) | ||||
| F-19 |
NOTE 11 – 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 12 – SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after December 31, 2025 up through the date the 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 December 31, 2025.
Asset Purchase Agreement with Benson Family Office
On January 1, 2026, the Company entered into an Asset Purchase Agreement (“Agreement”) with Benson Family Office & Accounting Services, LLC, a Florida limited liability company (“Seller”), in which the Company acquired certain assets of the Seller related to the non-attest services only.
The
aggregate purchase price for the acquired assets shall be Three Hundred Fifty-Three Thousand, Seven Hundred and Fifty Dollars ($
| 1. | Thirty-Eight
Thousand Two Hundred Eighty-Five Dollars ($ | |
| 2. | Thirty-Eight
Thousand Two Hundred Eighty-Five Dollars ($ | |
| 3. | shares of Common Stock of the Company on the 60-day anniversary of Closing: | |
| 4. | Sixty-Nine
Thousand Two Hundred Fifty Dollars ($ | |
| 5. | Sixty-Nine
Thousand Two Hundred Fifty Dollars ($ | |
| 6. | Sixty-Nine
Thousand Two Hundred Fifty Dollars ($ | |
| 7. | Sixty-Nine
Thousand Two Hundred Fifty Dollars ($ |
The Company intends to retain the services of Donald Benson as a consultant (“Consultant”) for a period of four (4) years, 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 four (4) 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 an hourly fee depending upon the services provided.
| F-20 |